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-
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" 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
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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
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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
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' 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
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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.
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` 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."
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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.
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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.
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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.
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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
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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
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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
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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:
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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.
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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.
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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.
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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;
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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
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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
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Dept Address 045,30611
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SIGNED DATE TITLE PAYEE'S SIG RE TITLE NAME OF C0MPA-M-V'--
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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
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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.