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HomeMy WebLinkAboutCommunity Development Block Grant ��S�1FF01�0® RECEIVED MAA 2 2 2018 Southold Town Clerk Office of the Town Attorney Town of Southold Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone : 631-765-1939 Facsimile: 631-765-6639 MEMORANDUM To: Ms. Elizabeth A. Neville, Town Clerk From: Mary Silleck Secretary to the Town Attorney Date: March 21, 2018 Subject: Agreement between Town of Southold and County of Suffolk- Community Development Block Grant With respect to the above-referenced matter, I am enclosing the original Agreement together with the Resolution. If you have any questions regarding the enclosed, please do not hesitate to call me. Thank you. /ms Enclosures cc: Kristie Hansen-Hightower, Comptroller Rev. 12/6/17;Law No.21-ED-122 IFMS No. Town of S6uthold/Community Development Block Grant AGREEMENT This Agreement("Agreement" or"Contract"), is between the County of Suffolk(the"County"), a municipal corporation of the State of New York, acting through its duly constituted Office of Community Development, (the "Department"),located at 100 Veterans Memorial Highway, P.O. Box 6100, Hauppauge, N.Y. 11788, and the Town of Southold, (the "ContractorZ), a municipal corporation under the laws of the State of New,York, located at 53095 Main Road,P.O.Box 1179,SoutholdI Y 11971. The Contractor has heretofore expressed its desire to undertake or assist in undl rtaking essential community development and housing assistance activities as set forth in the Housing and Community Development Act of 1974, as amended (hereinafter referred to as "the Act"), as set forth in Article I entitled "Description of Services and Budget," attached. The County has received and accepted a grant from the U.S. Department of Housing and Urban Development- (hereinafter evelopment(hereinafter referred to as "HUD") for the purposes of the Act pursuant to Suffolk County Resolution No. 680-2017 and the parties desire to undertake various eligible activities under the Act; and the parties heretofore have entered into a cooperative Agreement for safd purposes. Term of Agreement: Shall be from April 1, 2017 through March 31, 2019 and shall include two (2)one- year options to renew as provided in Paragraph 5 of Ai-ticle 1, "Term_ ; Options for Renewal,"unless sooner terminated as provided for herein. Total Cost of Agreement: Shall not exceed$50,578,as further set forth in this Agreemi nt. Terms and Conditions: Shall be set forth in-Articles I through VII and Exhibits 1 through 6 attached hereto and 'made a part hereof In Witness Whereof,the parties'hereto have executed this Contract as of the latest d t written below Town of Southold COUNTY O UFFOLK By: By: Scott A. ussell Dennis M.Cohen Supervisor Chief Deputy County Executive Fed.Tax ID#11-60OA39 �_— Date: ---I $ Date: -p I p i Scott A. Russell, hereby certifies under penalties of perjury that I am an Approved: officer of the Town of Southold , that I have read and I am familiar with 'Al icle V of the Suffolk County Code, and that the Town of Officeoilrecto®roVe v lopment Soets equirements to qualify for exemption thereunder. By: Date --9 1$ Estate Sco A.Russell,Supervisor Date: Approved as t Dennis n,S of o Attorney �/ By: Date 2 Z I t re, Assistant County Attorney 0049529 VCS►- e- 1 " Rev.12/6/17;Law No.21-ED-122 IFMS No. Town of Southold/Community Development Block Grant List of Articles Article I Description of Services 1. Conflicting Provisions 2. Additional Definitions 3. Project Descriptions 4. Budget 5. Term;Options for Renewal 6. Federal CFDA Subrecipient Requirements 7. Contract Agency Performance Measures and Reporting Requirements-Local Law 41-2013 8. Suffolk STAT 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 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 a. Copyrights b. Patents 2 1 I 4 Rev.12/6/17;Law No.21-ED-122 IFMS No. Town of Southold/Community Development Block Grant 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 28.Federal Non-Discrimination in Services 29.Constitutional Prohibition 30. Obligations of Contractor With Respect to Certain Third-Party Relationships 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 15. Suffolk County Code of Ethics Article V General Fiscal Terms and Conditions 1. General Payment Terms a. Presentation of Suffolk County Payment Voucher b. Voucher Documentation c. Payment by County d. Budget Modification e. Budget and/or Services Revisions f. Taxes g. Final Voucher 2. Subject to Appropriation of Funds 3. Personnel Salaries,Pension and Employee Benefit Plans,Rules and Procedures 4. Accounting Procedures 5. Audit of Financial Statements 6. Financial Statements and Audit Requirements 7. Furniture,Fixtures,Equipment,Materials, Supplies a. Purchases,Rentals or Leases Requiring Prior Approval b. Purchase Practices/Proprietary Interest of County c. County's Right to Take Title and Possession d. Inventory Records,Controls and Reports e. Protection of Property in Contractor's Custody f. Disposition of Property in Contractor's Custody 8. Lease or Rental Agreements 3 ' Rev.h/6/17;Law No.21-ED-122 IFMS No. Town of Southold/Community Development Block Grant 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: Federal Requirements 1. Grant Administration 2. County-Contractor Relationship 3. National Objectives • 4. Performance 5. Citizen Participation 6. Flood Disaster Protection 7. Equal Employment Opportunity and Affirmative Action 8. Compliance with Section 3 of the Housing and Urban Development Act 9. Minority Business and Women's Business Enterprise 10. Lead Based Paint Hazard 11. Fire Prevention and Control Act 12. Federal Labor Standards Provisions 13. Compliance with Air and Water Acts 14. Relocation Assistance and Acquisition of Real Property 15. Consolidated Plan 16. Displacement 17. Books and Records of Accounting 18. Program Income 19. Real Property 20. Reversion of Assets 21. Procurement of Equipment Services, Supplies and Materials 22. Use of Federal Funds for Lobbying 23. Political Activities 24. Funding Identification 25. Offset of Arrears or Default 26. Federal Uniform Administrative Standards 27. Force Majeure Article VII: Environmental Requirements 4 i ' Rev.f2/6/17;Law No.21-ED-122 IFMS No. Town of Southold/Community Development Block Grant Exhibits Exhibit 1 Suffolk County Payment Voucher Exhibit 2 County of Suffolk Consultant's Expense Summary Exhibit 3 County of Suffolk Consultant's Time Summary Exhibit 4 Federal Uniform Administrative Standards Exhibit 5 Subrecipient Contract Documentation Exhibit 6 Suffolk STAT KPIs/Performance Indicators,if applicable 5 ' Rev. f2/6/17;Law No.21-ED-122 IFMS No. Town of Southold/Community Development Block Grant Article I Description of Services and Budget WHEREAS, the County has applied to HUD for Community Development Block Grant ("CDBG") funds from the United States Government under Title I of the Housing and Community Development Act of 1974, as amended,Public Law 93-383; and WHEREAS,HUD has approved the County's application for CDBG funds; and WHEREAS, as part of its submission to HUD, the Department included the Contractor's proposal to utilize CDBG funds for the projects contemplated by this Agreement; and WHEREAS,the Services are provided pursuant to CDBG program,with a Catalog of Federal Assistance("CFDA")Number of 14.218 (hereinafter"the Grant"),information for which is set forth in Exhibit 5, entitled"Subrecipient Contract Documentation;" and WHEREAS, pursuant to Suffolk County Resolution cited on page one, the Suffolk County Legislature approved the allocation of a portion of the County's CDBG funds to the Contractor. NOW THEREFORE, the parties hereto agree as follows: 1. Conflicting Provisions In the event of any conflict between this Article I and any other provision to this Contract, such other provision shall prevail unless it is expressly stated that this Article I shall prevail. 2. Additional Definitions a. Action Plan-the one-year portion of the Consolidated Plan. b. Community Development Block Grant Program or CDBG Program - federal program created under the Housing and Community Development Act of 1974 and administered by HUD. The CDBG Program provides grant funds to local and state governments to be used to develop viable urban communities by providing decent housing with a suitable living environment and expanding economic opportunities to assist low-and moderate-income. c. Community Development Agency- an agency responsible for administering and distributing community development funds received annually from HUD, as well as funds from local and state government and other sources. The Department serves as a Community Development Agency for the purposes of administering and distributing CDBG funds pursuant to this Agreement. d. Consortium - geographically contiguous units of general local government consolidated to be in a single unit of general local government for certain HUD program purposes when certain HUD requirements are met. e. Consolidated Plan- the document prepared by the Department and submitted to HUD describing the housing needs of the low- and moderate-income residents, outlining strategies to meet the needs and listing all resources available to implement the strategies. 6 ` Rev.A/6/17;Law No.21-ED-122 HMS No. Town of Southold/Community Development Block Grant f. Suffolk County Consortium — a consortium comprised of seven Suffolk County towns and ten Suffolk County villages, including the Towns of Brookhaven, East Hampton, Riverhead, Shelter Island, Smithtown, Southampton, and Southold and the Villages of Bellport, Lake Grove,Patchogue, Port Jefferson, The Branch, Sag Harbor, Shoreham, Southampton, Westhampton Beach, and Westhampton Dunes. g. Suffolk County Cooperation Agreement - the legally binding cooperation agreement executed by all members of the Suffolk County consortium, which contains all of the requirements as set forth in law,regulations, and HUD memorandums for retaining designation as a Consortium. 3. Project Descriptions Pursuant to this Agreement,the Contractor shall utilize CDBG funds for the projects listed below. a. Senior Recreation Center Improvements — Project No. 100102-03E-17 — Install handicap door openers to make facilities ADA compliant at the recreation center and community center. b. Maureen's Haven - Southold—Project No. 105801-05-17- This program works with local churches to provide emergency homeless shelter and food to area residents experiencing homelessness. c. Community Action Southold Town (CAST) — Project No. 105701-05-17 — CAST provides emergency food, school supplies, furniture and clothing for low-income families. 4. Budget The total cost of this Agreement shall not exceed $50,578.00. The individual CDBG projects contemplated by this Agreement are not to exceed the budgeted amounts set forth below. PROJECT PROJECT NUMBER BUDGET a. Senior Recreation Center Improvements 100102-03E-17 $40,578 b. Maureen's Haven- Southold 105801-05-17 $5,000 c. Community Action Southold Town(CAST) 105701-05-17 $57000 Total CDBG Amount $50,578.00 5. Term; Options for Renewal Shall be as set forth on page 1 of this Agreement. The County shall have two (2) one-year options to renew this Agreement as follows: a. First Option to Renew Unless sooner terminated pursuant to the provisions herein, the first option to renew this Agreement for a one (1) year period shall automatically take effect on April 1, 2019 unless the County notifies the Contractor, in writing, by December 30, 2018, that the County is not exercising its option to renew. The County is under no obligation to renew this Agreement and may choose not to renew if, among other things, the Contractor is not in compliance with HUD rules, regulations and memorandum, including, but not limited to, the timely expenditure requirements set forth in Article VI, Paragraph 4 of this Agreement, entitled"Performance." 7 Rev.i'2/6/17;Law No.21-ED-122 IFMS No. Town of Southold/Community Development Block Grant b. Second Option to Renew Unless sooner terminated pursuant to the provisions herein, the second option to renew this Agreement for a one (1) year period shall automatically take effect on April 1, 2020 unless the County notifies the Contractor, in writing, by December 30, 2019 that the County is not exercising its option to renew. The County is under no obligation to renew this Agreement and may choose not to renew if,.among other things, the Contractor is not in compliance with HUD rules,regulations and memorandum, including, but not limited to, .the timely expenditure requirements set forth in Article VI,Paragraph 4 of this Agreement,entitled"Performance. c. Unexpended CDBG Funds If the County chooses not to exercise its option(s)to renew this Agreement, the Contractor shall not be entitled to the balance of any unexpended CDBG funds remaining as of the date the County notifies the Contractor of its determination not to exercise its option. Instead,the Department shall distribute such funds in its sole discretion, consistent with CDBG Program laws and regulations and state and local laws and regulations. 6. Federal CFDA Subrecipient Requirements a. The Contractor shall provide the Services in accordance with this Article I and the Grant Contract. b. For the purposes of this Contract, the Contractor is a "Subrecipient" as that term is defined in Section 200.93 of Title 2 of the Code of Federal Regulations ("CFR"). All provisions applicable to Subrecipients in Part 200 of Title 2 of the CFR, entitled "Uniform Administrative Requirement's, Cost Principles, and Audit Requirements for Federal Awards" shall apply to the Contractor. C. To the extent that the this Contract is funded, in whole or part with Federal funds, or mandated by Federal laws, (i) the provisions of the Contract that conflict with Federal rules, Federal regulations or Federal program specific requirements shall not apply and (ii) the Contractor shall comply with all applicable Federal rules, regulations and program specific requirements, including, but not necessarily limited to, those provisions set forth in Part 200 of Title 2 of the Code of Federal Regulations, entitled "Uniform Administrative Requirement's, Cost Principles, and Audit Requirements for Federal Awards,"as may be amended. d. Contractor shall provide all Services in a manner satisfactory to the Department and in compliance with applicable federal and state requirements,laws and regulations. e. The County shall regularly monitor the performance of Contractor against the goals and performance standards set forth herein and as may be set forth in the Grant. Such monitoring may consist, but not necessarily be limited to, Contractor site visits, Contractor conferences, and requests for reports and data. Contractor shall cooperate with the Department's monitoring to the fullest extent possible, including, but not limited to, permitting Department access to Contractor's site, data and providing requested reports in a timely manner. E The provisions of this paragraph shall survive the termination or expiration of the Contract. Contractor shall include these provisions in any subcontract it enters, as shall have been approved by the County, for the Services. 8 Rev. f2/6/17;Law No.21-ED-122 IFMS No. Town of Southold/Community Development Block Grant -Contract Agency Performance Measures and Reporting Requirements—Local-Law,4.14013 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 Measurements 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 of this Contract entitled"Suffolk County Legislative Requirements." b. The Contractor shall cooperate with the Department in all aspects necessary to carry out the requirements of Local Law 41-2013. 8. Suffolk STAT Beginning in the second month of the Contract term for contracts subject to Suffolk County Local Law No.41-2013,the Contractor shall submit monthly actual performance data, also known as key performance indicators("KPIs") for the prior month's data, and analysis of the Contract performance measures via the County's Suffolk STAT application by linking onto htty:Hsuffolkstat.suffolkcolMtnny.gov no later than the 15a'of each month of the Contract Term as more specifically set forth in Exhibit 6 to this Contract,if applicable. End of Article I 9 i > Article II "Event of Default"means Definitions a. the Contractor's filure to'perform-any 1. Meanings of Terms duty required of it under paragraphs 1(b)-(e) of Article III of the Contract; As used herein: or "Audit of Financial Statements" means the b. the Contractor's failure to maintain the examination by the Comptroller and any Federal or amount and types of insurance with an State auditing authority of the financial statements of authorized insurer as required by the the Contractor resulting in the publication of an Contract; or independent opinion on whether or not those financial statements are relevant,accurate,complete,and fairly C. the Contractor's failure to maintain presented. insurance required by the Contract with an insurer that has designated the New "Budget"means the Contractor's summary or plan of all York Superintendent of Insurance as its intended revenue, whether received in the form of fees, lawful agent for service of process;or grants, County funding, or any other source, and expenditures necessary to render the Services. d. the Contractor's failure to comply with any Federal, State or local law, rule, or "Budget Deficiency Plan"means an analysis of the cost regulation, and County policies or of the Services, changes in fiscal conditions, and directives; or required modifications to the Contract to continue to render the Services. e. the Contractor's bankruptcy or insolvency; or "Comptroller" means the Comptroller of the County of Suffolk. f. the Contractor's failure to cooperate in an Audit of Financial Statements; or "Contract" means all terms and conditions of this Contract, forming all rights and obligations of the g. the Contractor's falsification of records Contractor and the County. or reports, misuse of funds, or malfeasance or nonfeasance in financial "Contractor" means the signatory corporation, its record keeping arising out of, or in officers, officials, employees, agents, servants, sub- connection with, any contract with the contractors, volunteers, and any successor or assign of County; or any one or more of the foregoing performing the Services. h. the Contractor's failure to submit, or failure to timely submit, documentation "County"means the County of Suffolk, its departments, to obtain Federal or State funds; or and agencies. i. the inability of the County or the "County Attorney" means the County Attorney of the Contractor to obtain Federal or State County of Suffolk. funds due to any act or omission of the Contractor;or "Department" means the signatory department approving the Contract. j. any condition that the County determines, in its sole discretion, is "Engineering Services" means the definition of the dangerous. practice of engineering and the definition of practice of land surveying, as the case may be, under Section 7201 k. the failure to comply with Local Law and Section 7203 of the State Education Law, 41-2013 and related contractual respectively. requirements. 10 e � "Federal" means the United States government, its 2. Elements of Interpretation departments,and agencies. Words of the masculine gender shall mean and include "Fringe Benefits" means non-wage benefits which correlative words of the feminine and neuter genders and accompany, or are in addition to, a person's salary, such words importing the singular number shall mean and as paid insurance, sick leave, profit-sharing plans, paid include the plural number and vice versa. Words holidays,and vacations. importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, "Fund Source" means any direct or indirect sum corporations, and other legal entities, including public payable to the Contractor by the County pursuant to any bodies, as well as natural persons, and shall include lawful obligation. successors and assigns. "Legislature" means the Legislature of the County of Capitalized terms used, but not otherwise defined, Suffolk. herein, shall have the meanings assigned to them in the Contract. "Management Letter" means a letter certified as true by the Contractor's certified public accountant or chief financial officer of findings and recommendations for End of Text for Article II improvements in internal fiscal control that were identified during an Audit of Financial Statements, but which were not required to be included in an audit report. "Municipal Corporation" means a town, village, or school district. "Services" means all that which the Contractor must do, and any part thereof arising out of,or in connection with, the Contract as described in Article I "Description of Services." "State"means the State of New York. "Statement of Other Contracts" means a complete list of all other contracts under which money has been or will be paid to the Contractor from the County, Federal, or State governments, or a Municipal Corporation, and (i) which are currently in effect or (ii) which have expired within the past twelve(12)months and have not been renewed. "Suffolk County Payment Voucher" means the document authorized and required by the Comptroller for release of payment. "Term" means the time period set forth on page one of the Contract and, if exercised by the County, the option period. 11 i r Article III ii.) In the event that a person is no General Terms and Conditions longer licensed to perform the Services, the Contractor must immediately notify 1. Contractor Responsibilities the County, but in no event shall such notification be later than five (5) days a. Duties and Obligations after a license holder has lost the license required to qualify the license holder or i.) It shall be the duty of the the Contractor to perform the Services. Contractor to discharge, or cause to be discharged,all of its responsibilities,and iii.) In the event that the Contractor to administer funds received in the is not able to perform the Services due interest of the County in accordance to a loss of license, the Contractor shall with the provisions of the Contract. not be reimbursed for the Services rendered after the effective date of ii.) The Contractor shall promptly termination of such license. Without take all action as may be necessary to limiting the generality of the foregoing, render the Services. if any part of the Contract remains to be performed, and the termination of the iii.) The Contractor shall not take license does not affect the Contractor's any action that is inconsistent with the ability to render the Services, every provisions of the Contract. other term and provision of the Contract shall be valid and enforceable to the iv.) Services provided under this fullest extent permitted by law. Contract shall be open to all residents of the County. d. Documentation of Professional Standards b. Qualifications, Licenses, and Professional Standards The Contractor shall maintain on file, in one location in Suffolk County, all records that The Contractor represents and warrants that it demonstrate that it has complied with sub- has, and shall continuously possess, during the paragraphs(b)and(c)above. The address of the Term, the required licensing, education, location of the aforesaid records and documents knowledge, experience, and character necessary shall be provided to the County no later than the to qualify it to render the Services. date of execution of the Contract. Such documentation shall be kept, maintained, and The Contractor shall continuously have during available for inspection by the County upon the Term all required authorizations,certificates, twenty-four(24)hours notice. certifications, registrations, licenses, permits, and other approvals required by Federal, State, e. Credentialing County, or local authorities necessary to qualify it to render the Services. i.) In the event that the Department, or any division thereof, C. Notifications maintains a credentialing process to qualify the Contractor to render the i.) The Contractor shall Services, the Contractor shall complete immediately notify the County, in the required credentialing process. In writing, of any disciplinary proceedings, the event that any State credential, commenced or pending, with any registration, certification or license, authority relating to a license held by Drug Enforcement Agency registration, any person necessary to qualify him, or Medicare or Medicaid certification is her, or the Contractor to perform the restricted, suspended, or temporarily or Services. permanently revoked, it is the duty of the Contractor to contact the 12 Department, or division thereof, as the such terms and conditions it deems case may be, in writing, no later than appropriate. three (3) days after such restriction, suspension,or revocation. C. Termination Notice ii.) The Contractor shall forward to Any notice providing for termination shall be the Department, or division thereof, as delivered as provided for in paragraph 27 of the case may be, on or before July 1 of this Article III. each year during the Term, a complete list of the names and addresses of all d. Duties upon Termination persons providing the Services, as well as their respective areas of certification, i.) The Contractor shall discontinue credentialing,registration,and licensing. the Services as directed in the termination notice. L Engineering Certificate ii.) Subject to any defenses In the event that the Contract requires any available to it, the County shall pay the Engineering Services, the Contractor shall Contractor for the Services rendered submit to the County, no later than the due date through the date of termination. for submission for approval of any engineering work product, the Certificate of Authorization iii.) The County is released from any ("Certificate"), issued pursuant to § 7210 of the and all liability under the Contract, New York Education Law, of every person effective as of the date of the performing any Engineering Services. The termination notice. failure to file, submit, or maintain the Certificate shall be grounds for rejection of any engineering iv.) Upon termination, the work product submitted for approval. Contractor shall reimburse the County the balance of any funds advanced to the 2. Termination Contractor by the County no later than thirty (30) days after termination of the a. Thirty Days Termination Contract. The provisions of this subparagraph shall survive the The County shall have the right to terminate the expiration or termination of the Contract without cause, for any reason, at any Contract. time, upon such terms and conditions it deems appropriate, provided, however, that no such v.) Nothing contained in this termination shall be effective unless the paragraph shall be construed as a Contractor is given at least thirty (30) days limitation on the County's rights set notice. forth in paragraphs l(c) (iii) and 8 of this Article III. b. Event of Default; Termination on Notice 3. Indemnification and Defense i.) The County may immediately a. The Contractor shall protect, indemnify, terminate the Contract, for cause, upon and hold harmless the County, its agents, such terms and conditions it deems servants, officials, and employees from and appropriate,in the Event of Default. against all liabilities, fines, penalties, actions, damages, claims, demands, judgments, losses, ii.) 'If the Contractor defaults under suits or actions, costs, and expenses caused by any other provision of the Contract, the the negligence or any acts or omissions of the County may terminate the Contract, on Contractor, including reimbursement of the cost not less than five (5) days notice, upon of reasonable attorneys' fees incurred by the County, its agents, servants, officials, and 13 employees in any action or proceeding arising are used by the Contractor in the out of, or in connection with,the Contract. performance of the Contract) in an amount not legs than Five Hundred b. The Contractor hereby represents and Thousand Dollars ($500,000.00) per warrants that it will not infringe upon any person, per accident, for bodily injury copyright in performing the Services. The and not less than One Hundred Contractor agrees that it shall protect, Thousand Dollars ($100,000.00) for indemnify, and hold harmless the County, its property damage per occurrence. The agents, servants, officials, and employees from County shall be named an additional and against all liabilities, fines, penalties, insured. actions, damages, claims, demands, judgments, losses, suits or actions, costs, and expenses iii.) Workers' Compensation and arising out of any claim asserted for Employer's Liability insurance in infringement of copyright, including compliance with all applicable New reimbursement of the cost of reasonable York State laws and regulations and attorneys' fees incurred by the County, its Disability Benefits insurance,if required agents, servants, officials, and employees in any by law. The Contractor shall furnish to action or proceeding arising out of or in the County, prior to its execution of the connection with any claim asserted for Contract,the documentation required by infringement of copyright. the State of New York Workers' Compensation Board of coverage or C. The Contractor shall defend the County, exemption from coverage pursuant to its agents, servants, officials, and employees in §§57 and 220 of the Workers' any proceeding or action, including appeals, Compensation Law. In accordance with arising out of, or in connection with, the General Municipal Law §108, the Contract, and , any copyright infringement Contract shall be void and of no effect proceeding or action. Alternatively, at the unless the Contractor shall provide and County's option, the County may defend any maintain coverage during the Term for such proceeding or action and require the the benefit of such employees as are Contractor to pay reasonable attorneys' fees or required to be covered by the provisions salary costs of County employees of the of the Workers' Compensation Law. Department of Law for the defense of any such suit. iv.) Professional Liability insurance in an amount not less than Two Million 4. Insurance Dollars ($2,000,000.00) on either a per- occurrence or claims-made coverage a. The Contractor shall continuously basis. maintain, during the Term of the Contract, insurance in amounts and types as follows: b. The County may mandate an increase in the liability limits set forth in the immediately preceding paragraphs(4)(a)(i),(ii),and(iv). i.) Commercial General Liability insurance, including contractual liability C. All policies providing such coverage coverage, in an amount not less than shall be issued by insurance companies Two Million Dollars ($2,000,000.00) authorized to do business in New York with an per occurrence for bodily injury and A.M.Best rating of A-or better. Two Million Dollars ($2,000,000.00) per occurrence for property damage. d. The Contractor shall furnish to the The County shall be named an County, prior to the execution of the Contract, additional insured. declaration pages for each policy of insurance, other than a policy for commercial general ii.) Automobile Liability insurance liability insurance, and upon demand, a true and (if any non-owned or owned vehicles certified original copy of each such policy 14 evidencing compliance with the aforesaid such term or provision to persons or insurance requirements. circumstances other than those as to which it is held invalid or unenforceable, shall not be e. In the case of commercial general affected thereby, and every other term and liability insurance, the Contractor shall furnish provision of the Contract shall be valid and shall to the County, prior to the execution of the be enforced to the fullest extent permitted by Contract, a declaration page or insuring law. agreement and endorsement page evidencing the County's status as an additional insured on said 7. Merger;No Oral Changes policy, and upon demand, a true and certified original copy of such policy evidencing It is expressly agreed that the Contract compliance with the aforesaid insurance represents the entire agreement of the parties and requirements. that all previous understandings are herein merged in the Contract. No modification of the E All evidence of insurance shall provide Contract shall be valid unless in written form for the County to be notified in writing thirty and executed by both parties. (30) days prior to any cancellation, nonrenewal, or material change in the policy to which such 8. Set-Off Rights evidence relates. It shall be the duty of the Contractor to notify the County immediately of The County shall have all of its common law, any cancellation,nonrenewal, or material change equitable, and statutory rights of set-off. These in any insurance policy. rights shall include, but not be limited to, the County's option to withhold from a Fund Source g. In the event the Contractor shall fail to an amount no greater than any sum due and provide evidence of insurance, the County may owing to the County for any reason. The provide the insurance required in such manner as County shall exercise its set-off rights subject to the County deems appropriate and deduct the approval by the County Attorney. In cases of cost thereof from a Fund Source. set-off pursuant to a Comptroller's audit, the County shall only exercise such right after the h. If the Contractor is a Municipal finalization thereof, and only after consultation Corporation and has a self-insurance program with the County Attorney. under which it acts as a self-insurer for any of such required coverage, the Contractor shall 9. Non-Discrimination in Services provide proof, acceptable to the County, of self- funded coverage. a. The Contractor shall not, on the grounds of race, creed, color, national origin, sex, age, 5. Independent Contractor disability, sexual orientation, military status, or marital status The Contractor is not, and shall never be, considered an employee of the County for any i.) deny any individual the Services purpose. Notwithstanding anything contained in provided pursuant to the this Contract,the Contract shall not be construed Contract; or as creating a principal-agent relationship ii.) provide the Services to an between the County and the Contractor or the individual that is different, or Contractor and the County,as the case may be. provided in a different manner, from those provided to others 6. Severability pursuant to the Contract; or iii.) subj ect an individual to It is expressly agreed that if any term or segregation or separate provision of this Contract, or the application treatment in any matter related thereof to any person or circumstance, shall be to the individual's receipt of the held invalid or unenforceable to any extent, the Services provided pursuant to remainder of the Contract, or the application of the Contract; or 15 iv.) restrict an individual in any way laws. Venue shall be designated in the Supreme from any advantage or privilege Court, Suffolk County,the United States District enjoyed by others receiving the Court for the Eastern District of New York,or,if Services provided pursuant to appropriate, a court of inferior jurisdiction in the Contract; or Suffolk County. treat an individual differently from others in determining 12. No Waiver whether or not the individual satisfies any eligibility or other It shall not be construed that any failure or requirements or conditions forbearance of the County to enforce any which individuals must meet in provision of the Contract in any particular order to receive the Services instance or instances is a waiver of that provided pursuant to the provision. Such provision shall otherwise Contract. remain in full force and effect, notwithstanding any such failure or forbearance. b. The Contractor shall not utilize criteria or methods of administration which have the 13. Conflicts of Interest effect of subjecting individuals to discrimination because of their race, creed, color, national The Contractor shall not, during the Term, origin, sex, age, disability, sexual orientation, pursue a course of conduct which would cause a military status, or marital status, or have the reasonable person to believe that he or she is effect of substantially impairing the Contract likely to be engaged in acts that create a with respect to individuals of a particular race, substantial conflict between its obligations under creed, color,national origin, sex, age, disability, the Contract and its private interests. The sexual orientation, military status, or marital Contractor is charged with the duty to disclose status,in determining: to the County the existence of any such adverse interests, whether existing or potential. This i.) the Services to be provided;or duty shall continue as long as the Term. The determination as to whether or when a conflict ii.) the class of individuals to may potentially exist shall ultimately be made whom, or the situations in by the County Attorney after full disclosure is which, the Services will be obtained. provided; or 14. Cooperation on Claims iii.) the class of individuals to be afforded an opportunity to The Contractor and the County shall render receive the Services. diligently to each other, without compensation, -any and all cooperation that may be required to 10. Nonsectarian Declaration defend the other party, its employees and designated representatives, against any claim, The Services performed under the Contract are demand or action that may be brought against secular in nature. No funds received pursuant to the other party, its employees or designated the Contract shall be used for sectarian purposes representatives arising out of, or in connection or to further the advancement of any religion. with,the Contract. The Services will be available to all eligible individuals regardless of religious belief or 15. Confidentiality affiliation. Any document of the County, or any document 11. Governing Law created by the Contractor and used in rendering the Services, shall remain the property of the The Contract shall be governed by, and County and shall be kept confidential in construed in accordance with, the laws of the accordance with applicable laws, rules, and State of New York, without regard to conflict of regulations. 16 stock is not publicly held and 16. Assignment and Subcontracting not traded through an exchange or over the counter): a. The Contractor shall not delegate its duties under the Contract, or assign, transfer, 1. the dissolution, merger, convey,subcontract, sublet,or otherwise dispose consolidation or other of the Contract, or any of its right, title or reorganization of the interest therein, or its power to execute the Contractor;and Contract, or assign all or any portion of the moneys that may be due or become due 2. the sale or other transfer hereunder, (collectively referred to in this of twenty percent(20%) paragraph 16 as "Assignment"), to any other or more of the shares of person, entity or thing without the prior written the Contractor (other consent of the County, and any attempt to do than to existing any of the foregoing without such consent shall shareholders, the be void ab initio. corporation itself or the immediate family b. Such Assignment shall be subject to all members of of the provisions of the Contract and to any shareholders by reason other condition the County requires. No of gift,sale or devise). approval of any Assignment shall be construed as enlarging any obligation of the County under b. If the Contractor is a not-for-profit the terms and provisions of the Contract. No corporation, a change of twenty percent (20%) Assignment of the Contract or assumption by or more of its shares or members shall be any person of any duty of the Contractor under deemed a Permitted Transfer. 'the Contract shall provide for, or otherwise be construed as, releasing the Contractor from any C. The Contractor shall notify the County term or provision of the Contract. in writing, which notice (the "Transfer Notice") shall include: 17. Changes to Contractor i.) the proposed effective date of a. The Contractor may, from time to time, the Permitted Transfer, which only with the County's written consent, enter shall not be less than thirty(30) into a Permitted Transfer. For purposes of the days nor more than one hundred Contract,a Permitted Transfer means: eighty (180) days after the date of delivery of the Transfer i.) if the Contractor is a Notice; partnership, the withdrawal or change, whether voluntary, ii.) a summary of the material terms involuntary or by operation of of the proposed Permitted law, of the partners, or transfer Transfer; of partnership interests (other than the purchase of partnership iii.) the name and address of the interests by existing partners,by proposed transferee; the partnership itself or the immediate family members by iv.) such information reasonably reason of gift, sale or devise), or required by the County, which the dissolution of the will enable the County to partnership without immediate determine the financial reconstitution thereof,and responsibility, character, and reputation of the proposed ii.) if the Contractor is a closely transferee, nature of the held corporation (i.e. whose 17 . A proposed, assignee/transferee's 19. Certification as to Relationships business and experience; The Contractor certifies under penalties of v.) all executed forms required perjury that, other than through the funds pursuant to Article IV of the provided in the Contract and other valid Contract, that are required to be agreements with the County, there is no known submitted by the Contractor; spouse, life partner, business, commercial, and economic, or financial relationship with the County or its elected officials. The Contractor Vi.) such other information as the also certifies that there is no relationship within County may reasonably require. the third degree of consanguinity, between the Contractor, any of its partners, members, d. The County agrees that any request for directors, or shareholders owning five (5%) its consent to a Permitted Transfer shall be percent or more of the Contractor, and the granted, provided that the transfer does not County. The foregoing certification shall not violate any provision of the Contract, and the apply to a contractor that is a municipal transferee has not been convicted of a criminal corporation or a government entity. offense as described under Article H of Chapter 189 of the Suffolk County Code. The County 20. Publications shall grant or deny its consent to any request of a Permitted Transfer within twenty(20) days after Any book, article, report, or other publication delivery to the County of the Transfer Notice,in related to the Services provided pursuant to this accordance with the provisions of Paragraph 27 Contract shall contain the following statement in of Article III of the Contract. If the County shall clear and legible print: not give written notice to the Contractor denying its consent to such Permitted Transfer (and "This publication is fully or partially funded setting forth, the basis for such denial in by the County of Suffolk." reasonable detail) within such twenty (20)-day period,then the County shall be deemed to have 21. Copyrights and Patents granted its consent to such Permitted Transfer. a. Copyrights e. Notwithstanding the County's consent, Any and all materials generated by or on behalf i.) the terms and conditions of the of the Contractor while performing the Services Contract shall in no way be (including, without limitation, designs, images, deemed to have been waived or video, reports, analyses, manuals, films, tests, modified; and tutorials, and any other work product of any kind) and all intellectual property rights relating ii.) such consent shall not be thereto ("Work Product") are and shall be the deemed consent to any further sole property of the County. The Contractor transfers. hereby assigns to the County its entire right,title and interest, if any, to all Work Product, and 18. No Intended Third Party Beneficiaries agrees to do all acts and execute all documents, and to use its best efforts to ensure that its The Contract is entered into solely for the employees, consultants, subcontractors, vendors benefit of the County and the Contractor. No and agents do all acts and execute any third party shall be deemed a beneficiary of the documents, necessary to vest ownership in the Contract and no third party shall have the right County of any and all Work Product. The to make any claim or assert any right under the Contractor may not secure copyright protection. Contract. The County reserves to itself, and the Contractor hereby gives to the County, and to any other person designated by the County, consent to produce, reproduce,publish, translate, display or 18 otherwise use the Work Product. This paragraph 22. Arrears to County shall survive any completion, expiration or termination of this Contract. Contractor warrants that, except as may otherwise be authorized by agreement, it is not The County shall be deemed to be the author of in arrears to the County upon any debt, contract, all the Work Product. The Contractor or any other lawful obligation, and is not in acknowledges that all Work Product shall default to the County as surety. constitute "work made for hire" under the U.S. copyright laws. To the extent that any Work 23. Lawful Hiring of Employees Law in Product does not constitute a "work made for Connection with Contracts for Construction hire," the Contractor hereby assigns to the or Future Construction County all right, title and interest, including the right, title and interest to reproduce, edit, adapt, In the event that the Contract is subject to the modify or otherwise use the Work Product, that Lawful Hiring of Employees Law of the County the Contractor may have or may hereafter of Suffolk, Suffolk County Code Article II of acquire in the Work Product, including all Chapter 353, as more fully set forth in the intellectual property rights therein, in any Article entitled "Suffolk County Legislative manner or medium throughout the world in Requirements,"the Contractor shall maintain the perpetuity without compensation. This includes, documentation mandated to be kept by this law but is not limited to, the right to reproduce and on the construction site at all times. Employee distribute the Work Product in electronic or sign-in sheets and register/log books shall be optical media, or in CD-ROM,,on-line or similar kept on the construction site at all times and all format. covered employees, as defined in the law, shall be required to sign such sign-in b. Patents sheets/register/log books to indicate their presence on the construction site during such If the Contractor develops, invents, designs or working hours. creates any idea, _concept, code, processes or other work or materials during the Term, or as a 24. Certification Regarding Lobbying result of any Services performed under the Contract ("patent eligible subject matter"), it Together with this Contract and as a condition shall be the sole property of the County. The precedent to its execution by the County, the Contractor hereby assigns to the County its Contractor shall have executed and delivered to entire right,title and interest,if any,to all patent the County the Certification Regarding eligible subject matter, and agrees to do all acts Lobbying (if payment under this Contract may and execute all documents, and to use its best exceed $100,000) as required by Federal efforts to ensure that its employees, consultants, regulations, and shall promptly advise the subcontractors, vendors and agents do all acts County of any material change in any of the and execute any documents, necessary to vest information reported on such Certification, and ownership in the County of any and all patent shall otherwise comply with, and shall assist the eligible subject matter. The Contractor may not County in complying with, said regulations as apply for or secure for itself patent protection. now in effect or as amended during the term of The County reserves to itself, and the Contractor this Contract. hereby gives to the County, and to any other person designated by the County, consent to 25. Record Retention produce or otherwise use any item so discovered and/or the right to secure a patent for the The Contractor shall retain all accounts, books, discovery or invention. This paragraph shall records, and other documents relevant to the survive any completion, expiration or Contract for seven (7) years after final payment termination of this Contract. is made by the County. Federal, State, and/or County auditors and any persons duly authorized by the County shall have full access and the right to examine any of said materials during 19 1 A said period. Such access is granted Contract and 2.) to the County at the notwithstanding any exemption from disclosure - Department, or as to either of the foregoing, to that may be claimed for those records which are such other address as the addressee-shall have subject to nondisclosure agreements, trade indicated by prior written notice to the secrets and commercial information or financial addressor. All notices received by the information that is privileged or confidential Contractor relating to a legal claim shall be Without limiting the generality of the foregoing, immediately sent to the Department and also to records directly related to contract expenditures the County Attorney at H. Lee Dennison shall be kept for a period of ten (10) years Building, 100 Veterans Memorial Highway, because the statute of limitations for the New P.O. Box 6100, (Sixth Floor), Hauppauge, New York False Claims Act(New York False Claims York, 11788-0099. Act§ 192)is ten(10)years. 28. Federal Non-Discrimination In Services 26. Contract Agency Performance Measures and Reporting Requirements—Local Law No. 41- This Agreement is subject to the requirements of 2013 Title VI of the Civil Rights Act of 1964(P.L. 88-352)and HUD regulations with respect a. If payment under this Contract may thereto including the regulations under 24 CFR exceed$50,000, it is subject to the requirements Part I. No person in the United States shall,on of Suffolk County Local Law No. 41-2013, a the grounds of race,color,religion, sex,sexual Local Law to Implement Performance orientation,age,creed,ancestry,disability or Measurement to Increase Accountability and other handicap or marital/familial status, Enhance Service Delivery by Contract Agencies military status or national origin,be excluded (Article VIII of Chapter 189 of the Suffolk from participation in,be denied the benefits of, County Code) as set forth in Article IV entitled or be subjected to discrimination under any "Suffolk County Legislative Requirements." program or activity receiving Federal financial assistance. b. The Contractor shall cooperate with the Department in all aspects necessary to help carry This Agreement is also subject to the out the requirements of the Law. Based on requirements of Title VIII of the Civil Rights criteria established by -the Contractor in Act of 1968,known as the"Fair Housing Act", conjunction with the Department,the Contractor which provides that it is the policy of the United shall submit monthly reports regarding the States to provide,within constitutional Contractor's performance relative to the limitations, fair housing throughout the United established criteria, on dates and times as States,and prohibits any person from specified by the Department, as more fully set discriminating in the sale or rental of housing, forth in Article I and Article IV of this Contract. the financing of housing,or the provision of brokerage services,including in any way making C. The Contractor shall submit an annual unavailable or denying a dwelling to any person, report to the Department regarding the because of race,color,religion,sex, sexual Contractor's performance no later than July 31 orientation, age,creed,ancestry, disability or of each year of the Term. All performance data other handicap or and reports will be subject to audit by the marital/familial status,military status or national Comptroller. origin. The Contractor is required to administer all programs and activities related to housing 27. Notice and community development in a manner to affirmatively further fair housing. Unless otherwise expressly provided, all notices shall be in writing and shall be deemed In addition,the Contractor must make sufficiently given if sent by regular first class Community Development funds available in mail and certified mail, or personally delivered accordance with the Fair Housing Act, during business hours as follows: 1.) to the Executive Order 11063,as amended by Contractor at the address on page 1 of the Executive Order 12259(Equal Opportunity in 20 ' r Housing),Title VI of the Civil Rights Act of 1) Public Law 88-352 the Civil 1964,the Age Discrimination Act of 1975,the Rights Act of 1964 and Public Americans With Disabilities Act of 1990, Law 90-284 known as the Fair Section 504 of the Rehabilitation Act of 1973, Housing Act. and the requirements of Executive Order 11246 (Equal Employment Opportunity), as amended 2) Section 109 of the Act requiring by Executive Orders 11375 and 12086. that no person be excluded from participation or denied benefits, 29. Constitutional Prohibition or be subjected to discrimination In accordance with First Amendment Church on the grounds of race,color,national origin, sex,creed, and State Principles,the Contractor shall comply ancestry, disability or other with 24 CFR 570.200(j)of the federal handicap or marital/familiarregulations regarding the use of Community status. Development funds by religious organizations and CPD Notice 04-10. 3) Section 110 of the Act regarding labor standards for Contractor 30. Obligations of Contractor With Respect to or subcontractors performing Certain Third-Party Relationships construction work. The Contractor shall remain fully obligated under the provisions of this Contract, 4) Section 202(a)of the Flood notwithstanding its designation of any third Disaster Protection Act of 1973. party or parties for the undertaking of all or any part of the program for which assistance is being 5) Executive Order 11246 which provided under this Contract to the Contractor. prohibits discrimination in The Contractor shall comply with all lawful employment and Section 3 of requirements applicable to the County as the the Housing and Urban applicant under the National Affordable Housing Development Act of 1968 Act of 1990,as amended. regarding the provision of employment to low income Any contract between the Contractor and a third- persons residing within the party subrecipient shall be in compliance with boundaries of the Consortium. all applicable Federal, state, and local laws,rules and regulations and shall include the following 6) 42 U.S.C. 3535(d)4821 and provisions in a written agreement: 4851 of the Lead-Base Paint Poisoning Prevention Act. a) A description of each task to be undertaken by the subrecipient, a 7) 24 CFR Part 24 prohibiting the schedule for completing each task and a use of debarred, suspended or budget for each task. ineligible subcontractors or subrecipients. b) Specification of records,reports and data to be maintained or submitted. 8) 24 CFR Part 570.611 regulations prohibiting persons C) A statement that all repayments are to receiving benefits who have a be returned to the Contractor. conflict of interest. d) Requirement of compliance with 9) 24 CFR Part 570.2000)which applicable OMB Circulars. prescribes the use of NSP funds by religious organizations. e) Compliance with the following Federal law and regulations: 21 f) Indication that the Contract may be renewal, amendment,or terminated for default,inability,or modification of any Federal failure to perform. contract,'grant,loan,or cooperative Contract. g) Requirement that any NSP funds on hand or accounts receivable at the time 2) If any funds other than Federal of termination shall be returned to the appropriated funds have been Contractor. paid or will be paid to any person for influencing or h) Provision to ensure that: attempting to influence an officer or employee of any 1) No Federal appropriated funds agency,a Member of Congress, have been paid or will be paid, an officer or employee of by or on behalf of the Congress,or an employee of a subrecipient,to any person for Member of Congress in influencing or attempting to connection with this Federal influence an officer or employee contract,grant,loan,or of any agency,a Member of cooperative Contract,the Congress,an officer or subrecipient shall complete and employee of Congress,or an submit Standard Form-LLL, employee of a Member of "Disclosure Form to Report Congress in connection with the Lobbying",in accordance with awarding of any Federal its instructions. contract,the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative Contract,and End of Text for Article III the extension,continuation, 22 (as defined) under service contracts and Article IV recipients of County financial assistance, (as defined) shall provide payment of a minimum Suffolk County Legislative Requirements wage to employees as set forth in the Living Wage Law. Such rate shall be adjusted annually NOTE: THE CONTRACTOR'S COMPLETED pursuant to the terms of the Suffolk County LEGISLATIVE REQUIREMENTS FORMS Living Wage Law of the County of Suffolk. REFERENCED HEREIN ARE AVAILABLE ON Under the provisions of the Living Wage Law, FILE AT THE DEPARTMENT NAMED ON THE the County shall have the authority, under SIGNATURE PAGE OF THIS CONTRACT. appropriate circumstances, to terminate the Contract and to seek other remedies as set forth 1. Contractor's/Vendor's Public Disclosure therein, for violations of this Law. Statement Required Forms: It shall be the duty of the Contractor to read, Suffolk Count Living Wage Form DOL-1/38 become familiar with, and comply with the Y g g requirements of section A5-8 of Article V of the (Revised 8/2017); entitled "Suffolk County Suffolk County Code. Department of Labor, Licensing & Consumer Affairs Notice of Application for County Unless certified by an officer of the Contractor Compensation" as being exempt from the requirements of section A5-8 of Article V of the Suffolk County Living Wage Certification/Declaration—Subject Code, the Contractor represents and warrants to Audit , that it has filed with the Comptroller the verified public disclosure statement required by Suffolk County Administrative Code Article V, section 3. Use of County Resources to Interfere with A5-8 and shall file an update of such statement Collective Bargaining Activities with the Comptroller on or before the 31st day of January in each year of the Contract's It shall be the duty of the Contractor to read, duration. The Contractor acknowledges that become familiar with, and comply with the such filing is a material, contractual and requirements of Article I of Chapter 803 of the statutory duty and that the failure to file such Suffolk County Code. statement shall constitute a material breach of the Contract, for which the County shall be County Contractors (as defined by section 803- entitled, upon a determination that such breach 2) shall comply with all requirements of Chapter has occurred,to damages, in addition to all other 803 of the Suffolk County Code, including the legal remedies, of fifteen percent (15%) of the following prohibitions: amount of the Contract. a. The Contractor shall not use County funds to Required Form: assist,promote,or deter union organizing. Suffolk County Form SCEX 22; entitled b. No County funds shall be used to reimburse "Contractor's/Vendor's Public Disclosure the Contractor for any costs incurred to Statement" assist,promote,or deter union organizing. 2. Living Wage Law C. No employer shall use County property to It shall be the duty of the Contractor to read, hold a meeting with employees or supervisorsif the purpose of such meeting is to assist, become familiar with, and comply with the promote,or deter union organizing. requirements of Chapter 575, of the Suffolk County Code. If the Services are performed on County This Contract is subject to the Living Wage Law property,the Contractor must adopt a reasonable access agreement, a neutrality agreement, fair of the County of Suffolk. The law requires that, communication agreement, non-intimidation unless specific exemptions apply, all employers 23 agreement, and a majority authorization card All contractors and subcontractors (as defined) agreement. of covered employers,and the owners thereof,as If the Services are for the provision of human the case may be, that are assigned to perform services and are not to be performed on County work in connection with a County contract, property, the Contractor must adopt, at the least, subcontract, license agreement, lease or other a neutrality agreement. financial compensation agreement issued by the County or awarding agency, where such Under the provisions of Chapter 803,the County compensation is one hundred percent (100%) shall have the authority, under appropriate funded by the County, shall submit to the circumstances, to terminate the Contract and to covered employer a completed sworn affidavit seek other remedies as set forth therein, for (under penalty of perjury), the form of which is violations of this Law. attached, certifying that they have complied, in good faith, with the requirements of Title 8 of Required Form: the United States Code Section 1324a with Suffolk County Labor Law Form DOL-LO 1; respect to the hiring of covered employees and entitled "Suffolk County Department of Labor— with respect to the alien and nationality status of Labor Mediation Unit Union Organizing the owners thereof, as the case may be. The Certification/Declaration-Subject to Audit." affidavit shall be executed by an authorized representative of the contractor, subcontractor, 4. Lawful Hiring of Employees Law or owner, as the case may be; shall be part of any executed contract, subcontract, license It shall be the duty of the Contractor to read, agreement,lease or other financial compensation agreement between the covered employer and become familiar with, and comply with the the County; and shall be made available to the requirements of Article II of Chapter 353 of the Suffolk County Code. public upon request. This Contract is subject to the Lawful Hiring of An updated affidavit shall be submitted by each Employees Law of the County of Suffolk. It such employer, owner, contractor and provides that all covered employers, (as subcontractor no later than January 1 of each defined), and the owners thereof, as the case year for the duration of any contract and upon the renewal or amendment of the Contract, and maybe,that are recipients of compensation from whenever a new contractor or subcontractor is the County through any grant, loan, subsidy, hired under the terms of the Contract. funding, appropriation, payment, tax incentive, contract, subcontract,license agreement,lease or The Contractor acknowledges that such filings other financial compensation agreement issued are a material,contractual and statutory duty and by the County or an awarding agency, where that the failure to file any such statement shall such compensation is one hundred percent constitute a material breach of the Contract. (1009/6) funded by the County, shall submit a completed sworn affidavit (under penalty of Under the provisions of the Lawful Hiring of perjury), the form of which is attached, Employees Law, the County shall have the certifying that they have complied,in good faith, authority to terminate the Contract for violations with the requirements of Title 8 of the United of this Law and to seek other remedies available States Code Section 1324a with respect to the under the law. hiring of covered employees (as defined) and with respect to the alien and nationality status of The documentation mandated to be kept by this the owners thereof. The affidavit shall be law shall at all times be kept on site. Employee executed by an authorized representative of the sign-in sheets and register/log books shall be covered employer or owner, as the case may be; kept on site at all times during working hours shall be part of any executed contract, and all covered employees, as defined in the subcontract, license agreement, lease or other law, shall be required to sign such sign-in financial compensation agreement with the sheets/register/log books to indicate their County; and shall be made available to the presence on the site during such working hours. public upon request. 24 V t 4 Required Forms: entitled"Child Sexual Abuse Reporting Policy," as now in effect or amended hereafter or of any Suffolk County Department of Labor,*Licensing, other Suffolk County Local Law that may & Consumer Affairs —Notice of Application to become applicable during the, term of the certify compliance with Federal Law (8 U.S.C. Contract with regard to child sexual abuse Section 1324A)with respect to Lawful Hiring of reporting policy. employees, Suffolk County Code Chapter 353 (2006)"DOL-LHE-1/2(Revised 8/2017). ;\ 8. Non Responsible Bidder 5. Gratuities It shall be the duty of the Contractor to read, become familiar with, and comply with the It shall be the duty of the Contractor to read, requirements of Article II of Chapter 189 of the become familiar with, and comply with the Suffolk County Code. requirements of Chapter 664 of the Suffolk County Code. Upon signing .the Contract, the Contractor certifies that it has not been convicted of a The Contractor represents and warrants that it criminal offense within the last ten (10) years. has not offered or given any gratuity to any The term "conviction' shall mean a finding of official, employee or agent of the County or the guilty after a trial or a plea of guilty to an State or of any political party, with the purpose offense covered under section 189-5 of the or intent of securing an agreement or securing Suffolk County Code under "Nonresponsible favorable treatment with respect to the awarding Bidder." or amending of an agreement or the making of any determinations with respect to the 9. Use of Funds in Prosecution of Civil performance of an agreement. Actions Prohibited 6. Prohibition Against Contracting with It shall be the duty of the Contractor to read, Corporations that Reincorporate Overseas become familiar with, and comply with the requirements of Article III of Chapter 893 of the It shall be the duty of the Contractor to read, Suffolk County Code. become familiar with, and comply with the The Contractor shall not use any of the moneys, requirements of sections A4-13 and A4-14 of in part or in whole, and either directly or Article IV of the Suffolk County Code. indirectly, received under the Contract in connection with the prosecution of any civil The Contractor represents that it is in action against the County in any jurisdiction or compliance with sections A4-13 and A4-14 of any judicial or administrative forum. Article IV of the Suffolk County Code. Such 10. Youth Sports law, provides that no contract for consulting services or goods and services shall be awarded by I the County to a business previously It shall be the duty of the Contractor to read, incorporated within the U.S.A. that has become familiar with, and comply with Article reincorporated outside the U.S.A. III of Chapter 730 of the Suffolk County Code. All contract agencies that conduct youth sports 7. Child Sexual Abuse Reporting Policy programs are required to develop and maintain a written plan or policy addressing incidents of It shall be the duty of the Contractor to read, possible or actual concussion or other head become familiar with, and comply with the injuries among sports program participants. requirements of Article II of Chapter 880 of the Such plan or policy must be submitted prior to Suffolk County Code. the award of a County contract, grant or funding. Receipt of such plan or policy by the County The Contractor shall comply with Article II of does not represent approval or endorsement of Chapter 880, of the Suffolk County Code, any such plan or policy, nor shall the County be 25 r s � subject to any liability in connection with any Contract Agencies (Article VIII of Chapter 189 such plan or policy. of the Suffolk County Code) as more fully set forth in Article I and Article III of this Contract. ' 11. Work Experience Participation All contract agencies having a contract in excess If the Contractor is a not-for-profit or of $50,000 shall cooperate with the contract's governmental agency or institution, each of the administering department to identify the key Contractor's locations in the County at which the performance measures related to the objectives Services are provided shall be a work site for of the services that the contract agency provides public-assistance clients of Suffolk County and shall develop an annual performance pursuant to Chapter 281 of the Suffolk County reporting plan. The contract agency shall Code at all times during the Term of the cooperate with the administering department and Contract. If no Memorandum of Understanding the County Executive's Performance ("MOU") with the Suffolk County Department Management Team to ( of Labor for work experience is in effect at the appropriate performance indicators and targets beginning of the Term of the Contract, the for monthly evaluation of the contract agency's Contractor, if it is a not-for-profit or performance. governmental agency or institution, shall enter into such MOU as soon as possible after the 14. Suffolk County Local Laws Website execution of the Contract and failure to enter Address into or to perform in accordance with such MOU shall be deemed to be a failure to perform in accordance with the Contract, for which the Suffolk , County Local Laws, Rules and County may withhold payment, terminate the Regulations can be accessed on the homepage of Contract or exercise such other remedies as may the Suffolk County Legislature. be appropriate in the circumstances. 12. Safeguarding Personal Information of 15. Suffolk County Code of Ethics Minors As required by Suffolk County Standard Operating Procedure A-06, the following is a It shall be the duty of the Contractor to read, link to the Suffolk County Ethics Booklet,which become familiar with and com 1 with the requirements of Suffolk County Local Law No. contains the provisions of the Suffolk County Code of Ethics: 20-2013, a Local Law to Safeguard the Personal Information of Minors in Suffolk County. bgp://www.suffolkcgRn=.gov/Portals/OBoar dofethics/Code%20of%20Ethics%20Booklet%2 All contract agencies that provide services to 0-%20Revised%20hn ' %202017.pdf minors are required to protect the privacy of the minors and are strictly prohibited from selling or otherwise providing to any third party, in any manner whatsoever, the personal or identifying End of Text for Article IV information of any minor participating in their programs. i 13. Contract Agency Performance Measures and Reporting Requirements It shall be the duty of the Contractor)to read, become familiar with, and- comply with the requirements of Suffolk County Local Law No. 41-2013, a Charter Law to Implement Performance Measurement to Increase Accountability and Enhance Service Delivery by 26 Article V General Fiscal Terms and Conditions 1. General Payment Terms a. Presentation of Suffolk County Payment Voucher In order for payment to be made by the County to the Contractor for the Services, the Contractor shall prepare and present a Suffolk County Payment Voucher,which shall be documented by sufficient,competent and evidential matter. Each Suffolk County Payment Voucher submitted for payment is subject to Audit at any time during the Term or any extension thereof. This provision shall survive expiration or termination of this Contract for a_period of not less than seven (7) years, and access to records shall be as set forth in paragraph 25 of Article III,and paragraph 4(b)of Article V. b. Voucher Documentation The Suffolk County Payment Voucher shall list all information regarding the Services and other items for which expenditures have been or will be made in accordance with the Contract. Either upon execution of the Contract (for the Services already rendered and expenditures already made), or not more than thirty (30) days after the expenditures were made, and in,no event after'the 31' day of January following the end of each year of the Contract,the Contractor shall furnish the County with detailed documentation in support of the payment for the-Services or expenditures under the Contract e.g. dates of the Service,worksite locations, activities, hours worked, pay rates and all program Budget categories. The Suffolk County Payment Voucher shall include time records, certified by the Contractor as true and accurate, of all personnel for whom expenditures are claimed during the period. Time and attendance records of a Contractor's Director/Executive Director shall be certified by the Chairperson, President or other designated member of the Board of Directors of the Contractor and shall be maintained by the Contractor for audit. All Suffolk County Payment Vouchers must bear a signature as that term is defined pursuant to,New York State General Construction Law §46 by duly authorized persons, and certification of such authorization with certified specimen signatures thereon must be filed with the County by a Contractor official empowered to sign the Contract. Disbursements made by the Contractor in accordance with the Contract and submitted for reimbursement must be documented and must comply with accounting procedures as set forth by the Suffolk County Department of Audit and Control. Documentation, including any other form(s) required by County_ or the Suffolk County Department of Audit and Control, shall be furnished to the County pursuant to,and as limited by, the Regulations for Accounting Procedures for Contract Agencies of the Suffolk County Department of Audit and Control. In addition to any other remedies that the County may have, failure to supply the required documentation will disqualify the Contractor from any further County contracts. c. Payment by County Payment by the County shall be made within thirty(30) days after approval of the Suffolk County Payment Voucher by the Comptroller. d. Budget Modification i.) The parties shall use the Contract Budget Modification Request form ("Budget Modification") for revisions to the Budget and Services not involving an increase to the total cost of the Contract. If the Contractor is seeking such a modification,the Contractor shall contact the Department to receive the form and enter the required information. When the County and the Contractor agree as to such revisions, the Contractor shall sign the Budget Modification form and return it to the County for execution along with 27 any other documentation the Department may require. ii.) Such request must be made in advance of incurring any expenditure for which the revision is needed. iii.) Upon complete execution of the Budget Modification form, the County shall return a copy to the Contractor. The revision shall not be effective until the Budget Modification is completely executed. iv.) The Budget Modification form may be submitted only twice per calendar year and may only be submitted prior to November 15fl"of that year. e. Budget and/or Services Revisions i.) The parties shall use the Contract Budget/Services Revision Approval Form(Budget/Services Revisions) for revisions to the Budget and Services involving any change to the total cost of the Contract due to a resolution of the Legislature, changes to the County's adopted annual budget, or for any other reason necessitating revisions to the Budget or Services. ii.) When the County and the Contractor agree as to such revisions,the Department will enter the information into the Budget/Services Revisions form and send it to the Contractor for signature. The Contractor shall return it to the County for execution along with any other documentation the Department may require. iii.) Upon complete execution of the form by the parties, the County shall return a copy to the Contractor. The revision shall not be effective until the Budget/Services Revisions is completely executed. f. Taxes The charges payable to the Contractor under the Contract are exclusive of federal, state, and local taxes, the County being a municipality exempt from payment of such taxes. g. Final Voucher The acceptance by the Contractor of payment of all billings made on the final approved Suffolk County Payment Voucher shall operate as and shall be a release of the County from all claims by the Contractor through the date of the Voucher. 2. Subject to Appropriation of Funds a. The Contract is subject to the amount of funds appropriated each fiscal year and any subsequent modifications thereof by the County Legislature and no liability shall be incurred by the County beyond the amount of funds appropriated each fiscal year by the County Legislature for the Services. b. If the County fails to receive Federal or State funds originally intended to pay for the Services, or to reimburse the County, in whole or in part, for payments made for the Services,the County shall have the sole and exclusive right to: i.) determine how to pay for the Services; ii.) determine future payments to the Contractor; and 28 iii.) determine what amounts, if any, are reimbursable to the County by the Contractor and the terms and conditions.under which such reimbursement shall be paid. h. The County may, during the Term, impose a Budget Deficiency Plan. In the event that a Budget Deficiency Plan is imposed, the County shall promptly notify the Contractor in writing of the terms and conditions thereof, which shall be deemed incorporated in and made a part of the Contract, and the Contractor shall implement those terms and conditions in no less than fourteen(14)days. 3. Personnel Salaries,Pension and Employee Benefit Plans,Rules and Procedures a. Upon request,the Contractor shall submit to the County a current copy, certified by the Contractor as true and accurate,of its L) salary scale for all positions listed in the Budget; ii.) personnel rules and procedures; iii.) pension plan and any other employee benefit plans or arrangements. b. The Contractor shall not be entitled to reimbursement for costs under any pension or benefit plan the Comptroller deems commercially unreasonable. c. Notwithstanding anything in this paragraph 3 of this Article V,the County shall not be limited in requesting such additional financial information it deems reasonable. 4. Accounting Procedures a. The Contractor shall maintain accounts, books, records, documents, other evidence, and accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of the Contract, in accordance with generally accepted accounting principles and with rules, regulations and financial directives, as may be promulgated by the Suffolk County Department of Audit and Control and the Department. The Contractor shall permit inspection and audit of such accounts, books, records, documents and other evidence by the Department and the Suffolk County Comptroller, or their representatives, as often as, in their judgment, such inspection is deemed necessary. Such right of inspection and audit as set forth in subparagraph b.below shall exist during the Term and for a_ period of seven(7)years after expiration or termination of the Contract. b. The Contractor shall retain all accounts, books, records, and other documents relevant to the Contract for_ seven(7) years after final payment is made by the County. Federal, State, and/or County auditors and any persons duly authorized by the County shall have full access and the right to examine any of said materials during said period. Such access is granted notwithstanding any exemption from disclosure that may be claimed for those records which are subject to nondisclosure agreements, trade secrets and commercial information or financial information that is privileged or confidential. c. The Contractor shall utilize the accrual basis of accounting and will submit all financial reports and claims, based on this method of accounting during the Term. 5. Audit of Financial Statements a. All payments made under the Contract are subject to audit by the Comptroller pursuant to Article V of the Suffolk County Charter. The Contractor further agrees that the Comptroller and the Department shall have 29 access to and the right to examine, audit, excerpt, copy or transcribe-any pertinent transactions or other records relating to services under the Contract. If such an audit discloses overpayments by the County to the Contractor,within thirty(30)days after the issuance of an official audit report by the Comptroller or his duly designated representatives,the Contractor shall repay the amount of such overpayment by check to the order of the Suffolk County Comptroller or shall submit a proposed plan of repayment to the Comptroller. If there is no response, or if satisfactory repayments are not made, the County may recoup overpayments from any amounts due or becoming due to the Contractor from the County under the Contract or otherwise. b. The provisions of this paragraph shall survive the expiration or termination of the Contract for a period of seven(7)years, and access to records shall be as set forth in paragraph 25 of Article III, and paragraph 4(b) of Article V. 6. Financial Statements and Audit Requirements a. Notwithstanding any other reporting or certification requirements of Federal, State, or local authorities, the Contractor shall obtain the services of an independent licensed public accountant or certified public accountant (the "Auditor") to audit its financial statements for each Contractor's "fiscal year" in which the Contractor has received, or will receive, three hundred thousand ($300,000.00) dollars or more from the County, whether under the Contract or other agreements with the County, and shall submit a report to the County on the overall financial condition and operations of the Contractor, including a balance sheet and statement of income and expenses, attested by the Auditor as fairly and accurately reflecting the accounting records of the Contractor in accordance with generally accepted accounting principles. The audited financial statements including respective Management Letters must be emailed to the Executive Director of Auditing Services at Audits(a,suffolkcountpy.Rov within thirty (30) days after completion of the audit, but in no event later than nine(9)months after the end of the Contractor's fiscal year,to which the audit relates. The Contractor may solicit requests for proposals from a number of qualified accounting firms and review carefully the costs of,and qualifications for,this type of work before selecting the Auditor. b. The Auditor should be required to meet the following minimum requirements: i.) a current license issued by the New York State Education Department; ii.) sufficient auditing experience in the not-for-profit, governmental or profit-making areas, as applicable; and iii.)a satisfactory peer review issued within not more than three(3) years prior to the date when the Auditor was selected to conduct the audit. c. The audit must be conducted in accordance with generally accepted governmental auditing standards. Financial statements must clearly differentiate between County-funded programs and other programs that the Contractor may be operating. The use of subsidiary schedules should be encouraged for this purpose. The Auditor must also prepare a Management Letter based on the audit. d. "Subrecipients"—Federally Funded Programs and Grants i.) In the event the Contractor is a "Subrecipient" as that term is defined in 2 CFR § 200.93 and the Contractor expends seven hundred fifty thousand ($750,000.00) dollars or more of Federal moneys, whether as a recipient expending awards received directly from Federal awarding agencies or as a Contractor expending Federal awards received from a pass-through entity such as New York State and/or Suffolk County, during any fiscal year within which it receives funding under the Contract, the audit referred to under this paragraph 6 must be conducted and any the audit report must be in accordance with OMB Uniform Grant Guidance—2 CFR Part 200 ("Single Audit Report"). Single Audit Reports must 30 also be uploaded to the Federal Audit Clearinghouse, to the extent required by the OMB Uniform Grant Guidance referred to above. In addition,the Single Audit Report,respective financial statements and any Management Letters must be submitted to the Department set forth on page one of this Contract and emailed to the Executive Director of Auditing Services at subrecivientmonitoring(a)suffolkcountyny.gov within thirty(30)days after completion of the audit,but in no event later than nine (9) months after the end of the Contractor's fiscal year, to which the audit relates. ii.) In the event the Contractor is a "Subrecipient" as that term is defined in 2 CFR § 200.93 and the Contractor expends less than seven hundred fifty thousand ($750,000.00) dollars of Federal moneys, whether as a recipient expending awards received directly from Federal awarding agencies 'or as a Contractor expending Federal awards received from a pass-through entity such as New York State and/or Suffolk County, during any fiscal year the Contractor must email a certified Exemption Letter, the form of which shall be provided by the Department, on the Contractor's Letterhead and a Schedule of Federal Funds Expended to the respective County Department and the Executive Director of Auditing Services at subrecinientmonitoring_Asuffolkcountvnv.gov within thirty(30) days of the end of the Contractor's fiscal Year. The Schedule of Federal Funds Expended must include all Federal funding received directly from the Federal government and all Federal funds passed through from the County and other pass-through entities. iii.) Subrecipients may include, but not necessarily be limited to, not-for-profit organizations; units of state government or a unit of local governments. e. Copies of any other audit reports including oversight agency audits must be submitted to the Department set forth on page one of this Contract and emailed to the Executive Director of Auditing Services at Audits@suffolkcountyny.gov within thirty(30)days after completion of the audit(s). f. The requirements set forth in this paragraph 6 shall not preclude the authorized representatives of the County, the Comptroller, or Federal or State entities from conducting any other duly authorized audit(s) of records and financial statements of the Contractor. The Contractor shall make such records and financial statements available to authorized representatives of Federal, State and County government for that purpose. g. The provisions of this paragraph 6 shall survive the expiration or termination of the Contract. 7. Furniture,Fixtures,Equipment,Materials,Supplies a. Purchases,Rentals or Leases Requiring Prior Approval Prior to placing any order to purchase,rent or lease any furniture, fixtures, or equipment valued in excess of one thousand dollars ($1,000.00) per unit for which the Contractor will seek reimbursement 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 showing the quantity and description of each item, its intended location and use, estimated unit price or cost, and estimated total cost of the proposed order. Written approval of the County shall be required before the Contractor may proceed with such proposed purchase,rental or lease of furniture, fixtures or equipment. All items purchased must be new or like new unless specifically described otherwise in the Budget. b. Purchase Practices/Proprietary Interest of County i.) The Contractor shall follow the general practices that are designed to obtain furniture, fixtures, equipment,materials,or supplies at the most reasonable price or cost possible. 31 ii.) The County reserves the right to purchase or obtain furniture, fixtures, equipment, materials, or supplies for the Contractor in accordance with the programmatic needs of the Contract. If the County exercises this right, the amount budgeted for the items so purchased or obtained by the County for the Contractor shall not be available to the Contractor for any purpose whatsoever. Title to any such items purchased or otherwise obtained by the County for the programs encompassed by the Contract and entrusted to the Contractor, shall remain in the County. iii.) The County shall retain a proprietary interest in all furniture, removable fixtures, equipment, materials, and supplies purchased or obtained by the Contractor and paid for or reimbursed to the Contractor pursuant to the terms of the Contract or any prior agreement between the parties. iv.) The Contractor shall attach labels indicating the County's proprietary interest or title in all such-property. c. County's Right to Take Title and Possession Upon the termination or expiration of the Contract or any renewal thereof,the discontinuance of the,business of the Contractor, the failure of the Contractor to comply with the terms of the Contract, the bankruptcy of the Contractor, an assignment for the benefit of its creditors, or the failure of the Contractor to satisfy any judgment against it within thirty (30) days of filing of the judgment, the County shall have the right to take title to and possession of all furniture, removable fixtures, equipment, materials, and supplies and the same shall thereupon become the property of the County without any claim for reimbursement on the part of the Contractor. d. Inventory Records,Controls and Reports The Contractor shall maintain proper and accurate inventory records and controls for all such furniture, removable fixtures and equipment acquired pursuant to the Contract and all prior agreements between the parties, if any. Three (3) months before the expiration date of the Contract, the Contractor shall make a physical count of all items of furniture,removable fixtures and equipment in its custody, checking each item against the aforesaid inventory records. A report setting forth the results of such physical count shall be prepared by the Contractor on a form or forms designated by the County, certified and signed by an authorized official of the Contractor, and one (1) copy thereof shall be delivered to the County within five (5) days after the date set for the aforesaid physical count. Within five (5) days after the termination or expiration date of the Contract, the 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 official of the Contractor, based on a physical count of all items of furniture, removable fixtures and equipment on the aforesaid expiration date,and revised,if necessary,to include any inventory changes during the last three(3)months of the Term. e. Protection of Property in Contractor's Custody The Contractor shall maintain vigilance and take all reasonable precautions to protect the furniture, fixtures, equipment,material or supplies in its custody against damage or loss by fire,burglary, theft, disappearance, vandalism, or misuse. In the event of burglary, theft, vandalism, or disappearance of any item of furniture, fixtures, equipment, material or supplies, the Contractor shall immediately notify the police and make a record thereof, including a record of the results of any investigation which may be made thereon. In the event of loss of or damage to any item of furniture, fixtures, equipment, materials, or supplies from any cause,the Contractor shall immediately send the County a detailed written report thereon. 32 + r t Disposition of Property in Contractor's Custody Upon termination of the County's funding of any of the Services covered by the Contract, or at any other time that the County may direct, the Contractor shall make access available and render all necessary assistance for physical removal by the County or its designee of any or all furniture, removable fixtures, equipment, materials or supplies in the Contractor's custody in which the County has a proprietary interest, in the same condition as such property was received by the Contractor, reasonable wear and tear excepted. Any disposition, settlements or adjustments connected with such property shall be in accordance with the rules and regulations of the County and the State of New York. 8. Lease or Rental Agreements If lease payments or rental costs are included in the Budget as an item of expense reimbursable by the County,the Contractor shall promptly submit to the County,upon request,any lease or rental agreement. If during the Term, the Contractor shall enter into a lease or rental agreement, or shall renew a lease or rental agreement, the Contractor shall,prior to the execution'thereof, submit such lease or rental agreement,to the County for approval. 9. Statement of Other Contracts Prior.to the execution of the Contract, the Contractor shall submit a Statement of Other Contracts to the County. If the Contract is amended during the Term, or if the County exercises its option right,the Contractor shall submit a then current Statement of Other Contracts. 10. Miscellaneous Fiscal Terms and Conditions a. Limit of County's Obligations The maximum amount to be paid by the County is set forth on the first page of the Contract. b. Duplicate Payment from Other Sources Payment by the County for the Services shall not duplicate payment received by the Contractor from any other-source. c. Funding Identification The Contractor shall promptly submit to the County upon request,a schedule for all programs funded by the County,itemizing for each such program the sums received,their source and the total program budget. d. Outside Funding for Non-County Funded Activities Notwithstanding the foregoing provisions of the Contract, it is the intent of the County that the terms and conditions of the Contract shall not limit the Contractor from applying for and accepting outside grant awards or from providing additional educational activities/services which may result in the Contractor incurring additional costs, as long as the following conditions are met: i.) The County is not the Fund Source for the additional services; ii.) Sufficient funding is available for or can be generated by the Contractor to cover the cost incurred by the Contractor to provide these additional services; and 33 iii.) If sufficient funding is not available or cannot be generated,the County shall not be held liable for any of the additional costs incurred by the Contractor in furnishing such additional services. iv.) Prior to scheduling any such additional services on County-owned property, the Contractor shall obtain written County approval. The Contractor shall, to the County's satisfaction, submit any documentation requested by the Department reflecting the change, and identify the additional services to be provided and the source of funding that shall be utilized to cover the expenditures incurred by the Contractor in undertaking the additional services. e. Potential Revenue The Contractor shall actively seek and take reasonable steps to secure all potential funding from grants and contracts with other agencies for programs funded by the County. L Payments Contingent upon State/Federal Funding Payments under the Contract may be subject to and contingent upon continued funding by State and/or Federal agencies. In the event payments are subject to such funding no payment shall be made until the Contractor submits documentation in the manner and form as shall be required by State and/or Federal agency. If late submission of claims precludes the County from claiming State or Federal reimbursement, such late claims by the Contractor shall not be paid by the County subject to subparagraph g.below, if, for any reason, the full amount of such funding is not made available to the County, the Contract may be terminated in whole or in part, or the amount payable to the Contractor may be reduced at the discretion of the County, provided that any such termination or reduction shall not apply to allowable costs incurred by the Contractor prior to such termination or reduction, and provided that money has been appropriated for payment of such costs. g. Denial of Aid If a State or Federal government agency is funding the Contract and fails to approve aid in reimbursement to the County for payments made hereunder by the County to the Contractor for expenditures made during the Term because of any act, omission or negligence on the part of the Contractor,then the County may deduct and withhold from any payment due to the Contractor an amount equal to the reimbursement denied by the state or federal government agency, and the County's obligation to the Contractor shall be reduced by any such amounts. In such an event, if there should be a balance due to the County after it has made a final payment to the Contractor under the Contract,on demand by the County,the Contractor shall reimburse the County for the amount of the balance due the County, payable to the Suffolk County Comptroller. The provisions of this subparagraph shall survive the expiration or termination of the Contract. h. Budget The Contractor expressly represents and agrees that the Budget lists all revenue, expenditures, personnel, personnel costs and/or all other relevant costs necessary to provide the Services. i. Payment of Claims Upon receipt of a Suffolk County Payment Voucher, the County, at its discretion, may pay the Contractor during the Term, in advance, an amount not to exceed one sixth(1/6) of the maximum amount to be paid by the County set forth on the first page of the Contract. j. Payments Limited to Actual Net Expenditures 34 The Contractor agrees that if, for any reason whatsoever,the Contractor shall spend during the Term for the purposes set forth in the Contract an amount less than, or receive amounts more than, provided in the Budget, the total cost of the Contract shall be reduced to the net amount of actual Contractor expenditures made for such purposes. The total amount to be paid by the County shall not exceed the lesser of(i) actual net expenditures or(ii)the total cost of the Contract on the cover page and in the Budget. Upon termination or expiration of the Contract, if the Contractor's total amount of allowable expenses is less than the total amount of the payments made during the Term, the Contractor shall prepare a check payable to the Suffolk County Comptroller for the difference between the two amounts and submit such payment to the County, along with the final Suffolk County Payment Voucher. k. Travel,Conference,and Meeting Attendance: SOP A-07 Amendment 1 Reimbursement to the Contractor for travel costs shall not exceed amounts allowed to County 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 writing, by the County and must be in compliance with Suffolk County Standard Operating Procedure A-07 which may be viewed online at the County's website, SuffolkCountyny.gov;go to "Government,"then"Comptroller,"then"Consultant's Agreements." 1. Salaries The Contractor shall not be eligible to receive any salary reimbursement until proof of deposit or payment of all withholding and payroll taxes to the Federal/State governments has been provided to the County. m. Salary Increases No salary, wage, or other compensation for the Services shall be increased over the amount stated in the Budget without the prior written approval of the County. n. Contractor Vacancies The County shall have the right of prior approval of the Contractor's filling of any vacant position as of the date of execution of the Contract or as may thereafter become vacant,and,in the exercise of that right.The County may promulgate reasonable regulations involving filling of vacancies which shall be deemed to be incorporated by reference in,and be made part of,the Contract,provided,however,that subject to the availability of funding,approval for the hiring of replacement clerical shall be a Contractor determination. o. No Limitation On Rights Notwithstanding anything in this Article V to the contrary,the County shall have available to it all rights and remedies under the Contract and at law and equity. p. Comptroller's Rules and Regulations The Contractor shall comply with the "Comptroller's Rules and Regulations for Consultant's Agreements" as promulgated by the Department of Audit and Control of Suffolk County and any amendments thereto during the Term of the Contract. The "Comptroller's Rules and Regulations for Consultant's Agreements" and "SOP A-07 Amendment 1-"may be viewed online at the County's website, SuffolkCountyny.gov; go to "Government,"then"Comptroller,"then"Consultant's Agreements." End of Text for Article V 35 Article VI Federal Requirements 1. Grant Administration a. Authorization Notwithstanding any other provision of this Agreement, the Contractor must submit evidence and the County must certify, prior to any commitment of funds under this Agreement, that all grant responsibilities have been met and are in accordance with applicable regulations. Upon such certification,the County will give notice authorizing the Contractor to begin CDBG projects set forth in Article I of this Agreement. b. Supervision It is agreed that the nature and extent of the CDBG projects undertaken pursuant to this Agreement shall be subject to the general supervision of the County. The County as applicant is primarily responsible for overseeing the CDBG program. The Contractor agrees to comply fully with rules, regulations, criteria, guidelines and expenditure controls heretofore adopted or to be adopted by the County and Federal Governments pursuant to 2 CFR Part 200 Uniform Administrative Requirements. 2. County-Contractor Relationship The relationship of the Contractor to the County shall be governed as expressly provided for in the Suffolk County Cooperation Agreement and this Agreement. 3. National Objectives Contractor certifies that the CDBG projects carried out under this Agreement meet the National Objectives as defined in 24 CFR 570.208. 4. Performance a. The Contractor agrees to begin work on its CDBG projects set forth in Article I of this Agreement within a reasonable time after the effective date of this Agreement and meet timely expenditure requirements. The Contractor will be considered to meet timely requirements if by January 15a` of each year its total balance of unexpended funds from all program years does not exceed 1.5 times the Contractor's last annual CDBG allocation. b. Timely Expenditure Required It is critical that the Contractor commence work on the CDBG projects in a timely fashion. Failure to commence work and meet timely expenditure requirements may result among other things, in a reduction of the Contractor's CDBG funding and/or the County electing not to exercise its option to renew this Agreement. More specifically: 36 r 1) If the Contractor has unexpended balances from previous years' funding, which are from four (4)or more years prior to the current program year;or 2) If the Contractor has a past history of not meeting timely expenditure requirements; or 3) If the Contractor, by January 151' of each year has a total balance of unexpended funds from all program years,which exceed 1.5 times the Contractor's last annual CDBG allocation, then the County may, among other things, and either singularly or in combination: a) Chose not to exercise its option(s)to renew this Agreement; b) Require the Contractor to submit information to the County regarding the reasons for lack of performance and actions being taken to remove the causes for delay; c) Require the Contractor to demonstrate to the County that the Contractor has the capacity to carry out CDBG projects and meet CDBG timely expenditure requirements; d) Require the Contractor to submit to the County progress schedules for completing CDBG projects in compliance with CDBG timely expenditure requirements; e) Issue a letter of warning to the Contractor advising that more serious sanctions will be taken if the deficiency is not corrected or is repeated; f) Require the Contractor to suspend, discontinue or not incur costs for CDBG projects; g) Condition or reduce the Contractor's allocation of CDBG funds in the succeeding year; and h) Reduce the Contractor's allocation of CDBG funds in the current year by one-hundred percent (100%) of the total balance of unexpended funds, from all program years, which exceed 1.5 times the Contractor's last annual CDBG allocation. 5. Citizen Participation The Contractor agrees to provide citizens with adequate information concerning the amount of funds available for proposed CDBG projects, the range of eligible activities, and other important program requirements. The Contractor also agrees to provide citizens with adequate opportunities to articulate needs, express preferences about proposed activities, assist in the selection of priorities, and otherwise assist and participate in the development of the federal Housing and Community Development Program. Pursuant to this requirement, each Contractor shall hold at least one public hearing during the annual application preparation period,prior to the submission to HUD. The County shall also hold at least one pre-submission public hearing. 6. Flood Disaster Protection This Agreement is subject to Section 202(a) of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4106) which provides that no Federal officer or agency shall approve any financial assistance for acquisition or construction purposes (as defined under Section-3(a) of said Act(42 U.S.C. 4003(a)), one year after a community has been formally notified of its identification as a community containing an area of special flood hazard, for use in any area that has been identified by the Director of the Federal Emergency Management Agency as an area having special flood hazards unless the community in which such area is situated is then participating in the National Insurance Program. Notwithstanding the date of HUD approval of the County's annual action plan, funds provided under this part shall not be expended for acquisition or construction purposes in an area that has been identified by the Federal Emergency Management Agency ("FEMA") as,having special flood hazards unless the community in 37 which the area is situated is participating in the National Flood Insurance Program in accordance with 44 CFR Parts 59-79, or less than a year has passed since FEMA notification to the community regarding such hazards; and flood insurance is obtained in accordance with Section 102(a) of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001). Any contract or agreement for the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement shall contain, if such land is located in an area identified by the Federal Government as having special flood hazards and in which the sale of flood insurance has been made available under the Flood Insurance Act of 1968, as amended, 42 USC 4001, et. seq., provisions obligating the transferee and its successors or assigns to obtain and maintain, during the ownership of such land, such flood insurance as required with respect to financial assistance for acquisition or construction purposes under Section 102(a) of the Flood Disaster Protection Act of 1973. Such provisions shall be required,notwithstanding the fact that the construction on such land is not itself funded with assistance provided under this Agreement. 7. Equal Employment Opportunity and Affirmative Action a. Equal Opportunity: In carrying out the CDBG projects, the Contractor shall ensure that no person, on the grounds of race, color, creed, ancestry, disability or other handicap, age, marital/familial status, military status, national origin, sexual orientation, religion or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with CDBG funds. The Contractor shall take affirmative action to insure that applicants for employment are employed, and that employees are treated during employment, without regard to their race, color, creed, ancestry, disability or other handicap, marital/familial status,military status, religion, sex, sexual orientation, age or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor shall post in conspicuous places, available to employees and applicants to employment, notices to be provided by the Federal Government setting forth the provisions of this non-discrimination clause. The Contractor shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, age, creed, ancestry, disability or other handicap, marital/familial status,military status, or national origin. The Contractor shall incorporate the foregoing requirements of this Subparagraph an in all of its contracts for program work, except contracts governed by Subparagraph b of this Paragraph, and will require all of its Contractors for such work to incorporate such requirements in all subcontracts for program work. The Contractor shall have its own Affirmative Action Plan which meets Federal requirements on file with the County Community Development Office and approved by HUD or be bound by a Consortium-wide Affirmative Action Plan developed by the, County and applicable to local personnel funded with Community Development Block Grant funds. The County Community Development Director shall be designated as the Consortium's Affirmative Action Officer. 38 Separate community development agencies,will be required to develop and implement their own Affirmative Action Plan, unless such a plan has already been developed and approved by HUD. Individual agency plans must be submitted to HUD for its review and approval. If the Plan is not acceptable to the County or HUD, the community development agency will be required to submit a revised Plan(s),until approved by HUD. All employees of the Contractor paid with CDBG funds must meet all New York State Civil Service Requirements for employment; however, this provision shall not apply to any Community Development Agency or its employees. b. Contracts Subject to Executive Order 11246, as amended, shall be subject to HUD Equal Employment Opportunity regulations at 24 CFR Part 1 applicable to HUD-assisted construction contracts. C. The Contractor shall cause or require to be inserted in full in any non-exempt contract and subcontract for construction work, or modification thereof, as defined in said regulations, which is paid for in whole or part with assistance provided under this Agreement, the following equal opportunity clause: "During the performance of this Agreement,the Contractor agrees as follows: 1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, creed, ancestry, disability or other handicap or marital/familial status or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and the employees are treated during employment, free from such discrimination. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this non-discrimination clause. 2) The Contractor will, in all solicitations for advertisements for employees placed by or on behalf of the Contractor; state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, age, creed, ancestry, disability or other handicap or marital/familial status or national origin. 3) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining Contract or other contract or understanding, a notice to be provided by the contract Compliance Officer advising the said labor union or workers representatives of the Contractor's commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules,regulations, and relevant orders of the Secretary of Labor. 5) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965; 24 CFR 570.603; and 24 CFR 570.607; and by the rules, regulations, and orders of the Secretaries of Labor and Housing and Urban Development, 39 or pursuant thereto, and will permit access to his books, records and accounts by the Federal Government and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,regulations and orders. 6) In the event of the Contractor's non-compliance with the non-discrimination clauses of this contract or with any of such rules, regulations, or orders, this contrefct may be cancelled, terminated or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or Federally assisted construction contract procedures authorized in Executive Order 11246 or September 24, 1965, or by rule,regulation, or order of the Secretary of Labor,or as otherwise provided by law. 7) The Contractor will include the portion of the sentence immediately preceding Paragraph 1 through 7 in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issues pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each Contractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the Federal Government may direct as a means of enforcing such provisions, including sanctions for non-compliance; providing, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a sub-contractor or vendor as a "result of such direction of the Federal government, the Contractor may request the United States to enter into such litigation to protect the interest of the United States." d. The Contractor further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in Federally-assisted construction work; provided; however, that if the Contractor so participating is a state or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract. e. The Contractor agrees that it will assist and cooperate actively with the Federal Government and the Secretary of Labor in obtaining the compliance of Contractors and subcontractors with the equal opportunity clause and the rules, regulation, and relevant orders of the Secretary of Labor; that it will furnish the Department and the Secretary of Labor such information as they may require for the supervision of such compliance and that it will otherwise assist the Federal Government in the discharge of its primary responsibility for securing compliance. L The Contractor further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and Federally-assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause by any Government Contractor in accordance with procedures established by the Secretary of Labor pursuant to Part II, Subpart D, of the Executive Order. In addition, the Contractor agrees that if it fails or refuses to comply with these undertakings, the Federal Government may take any or all of the following actions: cancel, terminate, or suspend in whole or in part the grant or loan guarantees; refrain from extending any further assistance to the Contractor under the program with respect to which the failure or refusal occurred until the satisfactory assurance of future compliance has been received from such Contractor, and refer the case to the Department of Justice for appropriate legal proceedings. 40 Cw A 8. Compliance with Section 3 of the Housing and Urban Development Act The Contractor shall comply with Section 3 of the Housing and Urban Development Act of 1968 as same may be amended from time to time. In planning and carrying out CDBG projects, the Contractor shall ensure, to the greatest extent feasible, that opportunities for training and employment be given to lower income persons residing within the boundaries of the Suffolk County Consortium and that, also to the extent feasible and consistent with state and federal laws, contracts for work on CDBG projects be awarded to eligible business concerns which are located in or owned in substantial part by persons residing within the boundaries of the Suffolk County Consortium. The Contractor shall cause or require to be inserted in full, in all contracts and subcontracts for work financed in whole or in part with assistance provided under this Agreement, the Section 3 clause set forth in 24 CFR 135.38(B). The Contractor shall provide such copies of 24 CFR Part 135 as may be necessary for the information of parties to contracts required to contain the Section 3 clause. 9. Minority Business and Women's Business Enterprise The Contractor must comply with Executive Orders 11625 and 12432 and, to the extent permissible by law, make good faith efforts to encourage the use of minority and women's business enterprise in connection with CDBG funded activities. The Contractor, to extent permissible by law, shall ensure the inclusion of minorities and women, and entities owned by minorities and women, including, without limitation, real estate firms, construction firms, appraisal firms, management funis, financial institutions,investment banking firms, underwriters, accountants, and providers of legal services, in all contracts entered into with such persons or entities, public and private,in order to facilitate the activities of the CDBG programs. 10. Lead Based Paint Razards The construction or rehabilitation of,residential structures with assistance provided under this Agreement is subject to the requirements of 24 CFR Part 35, subparts A, B and R and subparts C through M, as may be amended, when applicable. Any rehabilitation or acquisition of residential structures by the Contractor with assistance provided under this Agreement shall be made subject to Lead-Based Paint Poisoning Prevention, and the Contractor shall be responsible for notifications, certified hazard evaluations, certified hazard reduction, and certified safe construction work places, certified clearances and record keeping. 11. Fire Prevention and Control Act Housing assistance provided in the form of a grant, contract, loan guarantee, cooperative agreement, interest subsidy, interest or direct appropriation under this Contract is subject to the provisions of the Fire Administration Authorization Act of 1992 (Pub. L. 102-522), as may be amended. The Contractor shall be required to comply with applicable fire protection and safety standards. 41 F 12. Federal Labor Standards Provisions The Contractor agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. -327 et seq), as may be amended, and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Contractor agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.), as it may be amended and the implementing regulations of the U.S. Department of Labor at 29 CFR Part 5, as may be amended. The Contractor shall maintain documentation that demonstrates . compliance with hour and wage requirements of this part. Such documentation shall be made available to the Department for review upon request. The Contractor agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with,Federal requirements pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor,under 29 CFR Parts 1, 3, 5 and 7, as may be amended, governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Contractor of its obligation, if any, to require payment of the higher wage. The Contractor shall cause or require to be inserted in full, in all such contracts subject to such regulations,provisions meeting the requirements of this paragraph. 13. Compliance With Air and Water Acts: This Agreement is subject to the requirements of the Clean Air Act, as amended, 42 USC 1857, et. seq.; the Federal Water Pollution Control Act, as amended, 33 USC 1251, et. seq.; and the regulations of the Environmental Protection Agency ("EPA")with respect thereto,at 40 CFR 15, as may be amended from time to time. In compliance with said regulations, the Contractor shall cause or require to be inserted in full in all contracts and subcontracts with respect to any non-exempt transaction thereunder funded with assistance provided under this Agreement,the following requirements: a. A stipulation by the Contractor or subcontractors that any facility to be utilized -in the performance of any non-exempt contract or subcontract is not listed on the List of Violating Facilities issued by the EPA pursuant to 40 CFR 15.20. b. Agreements by the Contractor to comply with all their requirements of Section 114 of the Clean Air Act, as amended (42 USC 1857c-8) and Section 308 of the Federal Water Pollution Control Act, as amended(42 USC 1857c-8) and Section 308 of the Federal Water Pollution Control Act, as amended (33 USC 1318), relating to inspection, monitoring, entry, reports, and information, as well as all other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder. C. A stipulation that as a condition for the award of the contract,prompt notice will be given of any notification received from the Director, Office of Federal Activities, EPA, indicating that a 42 facility utilized or to be utilized for the contract is under corisideratidn to be listed on the EPA List of Violating Facilities. d. Agreement by the Contractor that he will include or cause to be included the criteria and requirements in subparagraphs a through d of this Paragraph in every non-exempt subcontract and requiring that the Contractor will take such action as the Federal Government may direct as a means of enforcing such provisions. In no event shall any amount of the assistance provided under this Agreement be utilized with respect to a facility which has given rise to a conviction under Section 113(c)(1) of the Clean Air Act or Section 209(c) of the Federal Water Pollution Control Act, as may be amended. 14.Relocation Assistance and Acquisition of Real Property The Contractor shall provide fair and reasonable relocation payments and assistance in-accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as amended and the government-wide URA regulations at 49 CFR Part 24, to or for families, individuals, partnerships, corporation, or associations displaced as a result of any acquisition of real property for an activity assisted under the program. The Contractor shall inform potential displaced persons of the benefits,policies and procedures provided for under HUD regulations. The Contractor shall carry out the relocation process in such a manner as to provide such displaced persons with uniform and consistent services, including any services required to insure that the relocation process does not result in different or separate treatment to such displaced persons on account of their race, color,religion,national origin, age, sex, or source of income. In acquiring real property, the Contractor should be guided by the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as amended and the government-wide URA regulations at 49 CFR Part 24. 15. Consolidated Plan The Contractor, as party to the Community Development Program, and as a participant in the Suffolk County Consortium, acknowledges that it is contractually and otherwise legally bound per prior resolution of its governing body to use its best efforts to ensure the carrying out of the goals of the Consolidated Plan approved by HUD. The Contractor shall also be contractually and legally bound to use its best efforts to ensure the carrying out of the Consolidated Plan which is currently in effect. 16.Displacement This Agreement is subject to laws and regulations which require the implementation of a policy to minimize the displacement of persons from their homes and neighborhoods and to mitigate adverse effects of such displacement on low and moderate income persons. In accordance, the Contractor shall follow the Suffolk County Community Development Consortium Policy and Procedures, as may be amended from time to time, on Displacement when implementing CDBG projects. 43 ti 17.Books and Records of Accounting The Contractor agrees that it shall keep and maintain separate books of account and records concerning all costs incurred in the performance of this Agreement, and that it shall have available for audit and inspection by the County or by authorized representatives of HUD, all the Contractor's facilities, books and other financial and statistical data, whether related to the CDBG projects or otherwise. The Contractor agrees to maintain or submit to the County, as individually required, the following data or documents, or information to complete the following documents: ' a. Project Description Forms b. Environmental Survey c. Demographic Survey d. Budget Modifications e. HUD/EEO-4 Employment Data Form f. Minority Business Enterprise Report g. Other data as may be required by HUD 18.Program Income The County shall assign program income generated by the Contractor for the purpose of carrying out eligible CDBG activities. All provisions of this Agreement shall apply to the use of program income assigned to the Contractor by the County. The Contractor shall inform the County of all income generated by the expenditure of CDBG funds received by the Contractor and to substantially disburse assigned program income for eligible Community Development Activities before additional cash withdrawals are made by the County from the U.S. Treasury for the same activity. The County will require at the end of the program year, the remittance by the Contractor of all or part of any program income balances (including investments thereof) held by the Contractor (except those needed for immediate cash needs, cash balances of a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for Section 108 security needs). If a Contractor withdraws from the Suffolk County Consortium prior to the expiration of the Cooperation Agreement between the Contractor and the County all program income received and not expended in accordance with this Agreement shall be due and payable to the County and the County may terminate this Agreement as set forth in Paragraph 2 Article 3 entitled"Termination." 19.Real Property Real property acquired or improved in whole or in part using Community Development funds that is within the control of the Contractor shall require the following actions: a. The timely notification of the County by the Contractor of any modification or change in the use of the real property from that planned at the time of acquisition or improvement including disposition; 44 r- b. Reimbursement of the County in an amount equal to the current fair market value (less any portion thereof attributable to expenditures of non-Community Development funds) of property acquired or improved with Community Development funds that is sold or transferred for a use which does not qualify under the Community Development regulations; and c. Return of program income to the County generated from the disposition or transfer of property prior to or subsequent to the close-out, change of status or termination of the Cooperation Agreement between the County and the Contractor. 20. Reversion of Assets Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of$25,000 shall be either: a. Used to meet one of the national objectives in 24 CFR Part 570 until five (5) years after expiration of this Agreement or termination of the Cooperation Agreement, or such longer period of time as determined appropriate by the County; or b. Disposed of in a manner which results in the County being reimbursed in the amount of the current fair market value of the property less any portion thereof attributable to expenditures of non-CDBG funds for acquisition of, or improvement to,the property. 21.Procurement of Equipment, Supplies and Materials The procurement of equipment, services, materials and supplies shall be undertaken in accordance with the requirements of 2 CFR 200, "Administrative Requirements for Grants and Cooperative Agreements to Local Governments,"as may be amended. The Contractor shall maintain an inventory of non-expendable personal property in accordance with 2 CFR 200 and title to all the materials, appliances, and tools, purchased with funds provided under this Agreement, shall vest in the Contractor and shall be used, managed and disposed of in accordance with 2 CFR Part 200. 22. Use of Federal Funds for Lobbying No Federal appropriated funds have been paid or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract,grant, loan,or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this 45 Federal contract, grant, loan, or cooperative Contract, the Contractor shall complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. The Contractor shall require that the language of this certification be included in the award for all - subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose same accordingly. 23.Political Activities The Contractor shall be governed by the provisions of the Hatch Act (5 USC 1501, et. seq.), as may be amended,regarding employees'political participation. 24.Funding Identification The Contractor shall keep the County apprised of any grants or sources of funding received for the Program as and may retain any such funding that results in enhancement of services and does not duplicate funding for the program covered by this Agreement. If the program covered by this is funded in whole or in part by other governmental agencies, it is agreed that the funding by the County under this Agreement shall be reduced or refunded to the County to the extent that such other funding duplicates funding for the program covered by this Agreement. 25. Offset of Arrears or Default The Contractor warrants that it is not, and shall not be during the term of this Agreement, in arrears to the County for taxes or upon debt or contract and is not, and shall not be during the term of this Agreement, in default as surety, Contractor or otherwise on any obligation to the County, and the Contractor, agrees that the County may withhold the amount'of any such arrearage or default from amounts payable to the Contractor under this Agreement. 26. Federal Uniform Administrative Requirements The Contractor is required to comply with the Federal Uniform Administrative Standards attached hereto as Exhibit 4 and incorporated by reference. 27.Force Majeure Neither party shall be held responsible for any delay or failure in performance hereunder to the extent such delay or failure is caused by fire, flood, explosion, war, strike, embargo, civil or military authority, act of God, act or omission of carriers, power failure or similar causes beyond its control ("force majeure conditions"). If any force majeure condition occurs, the party delayed or unable to perform shall give immediate notice to the other party. End of Article VI 46 s� Article VII ENVIRONMENTAL REQUIREMENTS CONDITIONAL APPROVALS ON USE OF FUNDS 1. Environmental Review Process a. Prior to obtaining a release of funds from HUD ("Release of Funds") for the Contractor's CDBG projects as set forth in Paragraph 3, Article I of this Agreement, entitled "Project Descriptions," the Department must conduct an environmental review as set-forth in Part 58 of Title 24 of the Code of Federal Regulations, as may be amended, for each of the CDBG projects contemplated by this Agreement. b. In order for the Department to conduct this environmental review,the Contractor must: 1) Provide the Department with all available project and environmental information on each CDBG project contemplated by this Agreement; 2) Assist the Department in preparing an Environmental Assessment("EA")to submit to HUD; 3) Assist the Department in preparing an Environmental Impact Statement ("EIS") to submit to HUD; and 4) Refrain from undertaking any physical activities or choice limiting actions until HUD (or the State,if applicable)has approved the release of funds for the CDBG projects. c. Exempt or Categorically Excluded Projects 1) The Department may determine that some or all of the activities related to the CDBG projects contemplated by this Agreement are exempt pursuant to 24 CFR 58.34. In such an instance, the County will advise the Contractor, in writing, that it may commit funds for these activities as soon as programmatic authorization is received. 2) The Department may also determine that that some or all of the activities related to the CDBG projects contemplated by this Agreement are categorically excluded pursuant to 24 CFR 58.35, and therefore no EA or EIS will be required. In such an instance, the Department will advise the Contractor, in writing, of its determination, in order that the Contractor may commit funds for these activities. d. Before any CDBG funds may be obligated or utilized,the Contractor must receive: 1) A written determination of exemption from the Department; or 2) A written determination that the CDBG project is categorically excluded; or 3) A HUD Release of Funds and a certification from the Department. End of Article VII 47 Exhibits Exhibit I Suffolk County Payment Voucher Exhibit 2 County of Suffolk Consultant's Expense Summary Exhibit 3 County of Suffolk Consultant's Time Summary Exhibit 4 Uniform Administrative Requirements Exhibit 5 Subrecipient Contract Documentation Exhibit 6 Suffolk STAT KPIs/Performance Indicators, if applicable(not applicable) 48 Exhibit I SUFFOLK COUNTY PAYMENT VOUCHER Dept., Payment Voucher# ResponslblaAgeiicy E-ft"By, Dow Dept Address 045,30611 liftltmTotall(Iftludt Cams) vemor coa.(r=ID) 14�--- Me VendotwamieArMailing Address VcndorRent Addre&N(ItdIItemn* LARAfto-toft- Daftmaw tum Fdnd D unit Sub -v Sub RcQt t0 41 I (n (4) U.1, xin 4 (4) OW(2) 8),'t cis(2)1�un*Sr'(I) JLq(p (3) - 1 (2) Rev(4) SS AOCA(,) DC�-W6n(U) Amattnt(Inelude Cease) 110 L'/F Oil o:z T771 17— I t: =Zyb.co b p v rc= Znd im in good=.ton W,OWUt$ubStftUtioa.,,lW M&ofhavl�4cwv�wacd waft a defij a]IV due a"4 ic=K with tbe4m=jtio of-Jkct¢pncles nojesd afiWpaymcot Is qpprowc& exempt-t oxuddd that I i;;*mad-ono=fumtjorvvI�the P!*VW'M Of OCal Uw 32-1980 a%'diWIcd in thepaymInstmetionsedioa SIGNED DATE TITLE PAYEE'S SIG RE TITLE NAME OF C0MPA-M-V'-- Fwmpv 10doriph Addif&Control Copy: DepartiherktAco6w6mg W410SO12 49 os ftpm �asodm�i�et��m►` p'sap�.+8at���.'a��Igl S totnP��S� s� a s� {any joo 7 8 f MW 01 UtY1t61'tIIllVl�4 iJl"ILtW��klVb4�ia _ �Rli.4FlrrkuAa!1'R�IN al Mod`IoDMIMOVIo"Blund momSio Iloo Z jigMA i Exhibit 3 COUNIYOFSWOLK COINSULTANDSIMSUMW DEPARTMT OF AUOTT&CONMOL—FORM MC 108 CONSULTWSXW PHi30DBEGt�itJINO ODFd�1NG l 10 11 12 RATE TOTAL of Staff Memb� t 8 922 OU'R3 HR DUE i . 3 9 t S WALU MBURSABLEMULTANf Ma- AUMMO SMAM 51 6 Exhibit 4 Code of Federal`Regulations Title 24-Housing and Urban Development Title: Section 570.502-Applicability of uniform administrative requirements. Context: Title 24-Housing and Urban Development. Subtitle B -Regulations Relating to Housing and Urban Development(Continued).Chapter V—Office of Assistant Secretary for Community Planning and Development, Department of Housing and Urban Development. Subchapter C—Community Facilities.PART 570—Community Development Block Grants. Subpart J-Grant Administration. §570.502 Applicability of uniform administrative requirements. (a) Grantees and subrecipients shall comply with 2 CFR Part 200, "Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards,"except that: 1. Section 200.305 "Payment"is modified for lump sum drawdown for financing of property rehabilitation activities in accordance with§570.513. 2. Section 200.306"Cost sharing or matching"does not apply. 3. Section 200.307"Program income"does not apply.Program income is governed by§507.504. 4. Section 200.308"Revisions of budget and program plans"does not apply. 5. Section 200.311 "Real property"does not apply,except as provided in§570.2000).Real property is governed by§570.505. 6. Section 200.313 "Equipment"applies,except that when the equipment is sold,the proceeds shall be program income.Equipment not needed by the subrecipient for CDBG activities shall be transferred to the recipient for the CDBG program or shall be retained after compensating the recipient. 7. Section 200.333 "Retention requirements for records"applies except that: i. For recipients: A. The period shall be 4 years from the date of execution of the closeout agreement for a grant, as further described in this part; B. Records for individual activities subject to the reversion of assets provisions at§570.503(b)(7)or the change of use provisions at§570.505 must be maintained for 3 years after those provisions no longer apply to the activity; C. Records for individual activities for which there are outstanding loan balances,other receivables,or contingent liabilities must be retained for 3 years after the receivables or liabilities have been satisfied. ii. For subrecipients: A. The retention period for individual CDBG activities shall be the longer or 3 years after the expiration or termination of the subrecipient agreement under§570.503,or 3 years after the submission of the annual performance and evaluation report,as prescribed in§91.520 of this title,in which the specific activity is reported on for the final time; B. Records for the individual activities subject to the reversion of assets provisions at§570.503(b)(7)or change of use provisions at§570.505 must be maintained for as long as those provisions continue to apply to the activity, and C. Records for individual activities for which there are outstanding loan balances,other receivables,or contingent liabilities must be retained until such receivables or liabilities have been satisfied. 8. Section 200.343 "Closeout"applies to closeout of subrecipients. [57 FR 33256,July 27, 1992, as amended by 59 FR 2738,Jan. 19, 1994; 60 FR 1916,Jan.5, 1995; 60 FR 56915,Nov.9, 1995; 80 FR 75937,Dec, 7,2015] 52 f t •"r i Exhibit 5 This space is intentionally left blank. Exhibit 5, "Subrecipient Contract Documentation"will be completed by the County,including information specific to this Contract, and be included as a necessary addendum to this Contract prior to execution. 53 e Exhibit 6 Exhibit 6, "Suffolk STAT KPIs/Performance Indicators" is not applicable to this Contract. 54 AL REQUIRED DOCUMENTATION FOR SUBRECIPIENT CONTRACTS Granting-Department: . Federal Awarding Agency: Federal Award identification CFDA Number: , suff6Ikq'o'unt,y Department of U.S.Dept.of Housing and Number:, 14.218 Enomic,I)eVeloorneiitafid Urban Development 8-17-LIC-36-0102 ... Planning `Aw6rding,Official Name,and County Contract Number: 'Contract Percentage: Federal Award Date: Contact Information_: . 21-ED-122 12/2/17 Steven Beliofie Federal Perceotage.10/ Cdupty.Executivd Suffolk ' County Contract Period of State'Percentage:00/6- B ' 2 K-Lee.66nrison Building, Performance: County Percentage:0% Hauppauge,NY11716,,, 4/1/2017-3/31/2021 'Su6re,cipient Narhe,&Address Research&Development Federal Funds ObIi&'tedt'yt"hiS` Federal Funds Town of-Southold Action:."E]Yes ®No Obligated to ,53095 Main Road Subreciplent by County P.O.Box 1179 Total Federal Award including currentobligation: J Southold;Nt11671 r Committed to Subreciplent by the County: $50,578.00 $50,578.00 Indirect cost rate for the Federal award(including if the de minimis rate is charged per§200.414 Indirect(F&A)costs): N/A Approved federally recognized indird'ctco"st rate negotiated'betWe"e'n' the­s­ubr'e`cIpIent.and the Federal Government or,if no,suiucli rite exiits,,elther a-rate,negotiated betWe'en'.the-pass-through and the-iubrecIpient,(Ih compliance Wlth;- th„,kpart),or a cle.mmimis indIrect.cost rate ” as defined16.§20M414 I Indirect(F-&A)costs,paragraph(f)i, N/A Federal Award Project Description: Community Development Block Grant projects Requirements imposed-6y the ss'-the6ugh`ekf'ty on the subreciplent�so that,the Federal,awaed,is-used-in a" dance'With paccor Federal siai6tis.tregu'lations and theferrnand 6onditions'of the"Fedeeal award See ArticleVl,!Fecleral Requirements;"of,attachid,Contract. Additional requirements that the pass-through entity imposes on the subreciplent in order for the pass-through entity to meet its own responsibility to the Federal awarding agency including identification of any required financial and performance reports: See Article V,"General Fiscal Terms and Conditions,"of attached Contract. ,Close-Out'Directiow, T. Click here to�entertext. The above information is to be furnished to all subrecipients of federal awards as stated in 2 CFR Part 200.331.