Loading...
HomeMy WebLinkAboutPike Street Municipal Parking Lot RESOLUTION 2017-295 ADOPTED DOC ID: 12897 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2017-295 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MARCH 28, 2017: RESOLVED that the Town Board of the Town of Southold hereby supports the application of the Mattituck-Laurel Civic Association for grant funding under the Suffolk County Downtown Revitalization(Round 15) Grant Program, for improvement to the Pike Street Municipal Parking Lot, Mattituck and authorizes Supervisor Scott Russell to sign an Inter-Municipal Agreement and Easement with Suffolk County, as part of this grant application. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Jill Doherty, Councilwoman SECONDER:William P. Ruland, Councilman AYES: Dinizio Jr, Ruland, Doherty, Ghosio, Evans, Russell r Law No.21-ED-131 Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. 8706 Capital Project Contract This Contract("the Contract")is between the County of Suffolk("the County"), a municipal corporation of the State of New York, acting through its duly constituted Department of Economic Development and Planning("the Department"),located at 100 Veterans Memorial Highway, 1 Vh Floor,Hauppauge,New York 11788; and the Town of Southold ("Contractor"), a municipal corporation,having an address at 53095 Main Road Southold,NY 11971. The Contractor has been designated as a recipient of Round XV Downtown Revitalization Funds("DR Funds")per Suffolk County Resolution No. 823-2017 and has heretofore expressed its desire to undertake or assist in undertaking the Downtown Revitalization project as set forth Article I, entitled"Description of Services," and Exhibit 3 herein. Term of the Contract: February 1, 2018 through January 31, 2020, with one(1)one-year option,to be exercised at the County's discretion,on the same terms and conditions herein. Total Cost of the Contract: Shall not exceed$60,180.00,to be paid as set forth in Article V and Exhibit 3,attached. Terms and Conditions: Shall be as set forth in Articles I through V, and Exhibits 1 through 9, attached hereto and made a part hereof. In Witness Whereof,the parties hereto have executed the Contr c as of the latest date written below. Town of Southo COUNT F SUFFOLK By: CL114 Name: Scott A.Russell By: Title: Supervisor Dennis M. Cohen Fed.Tax ID#: 11-6001939 Chief De31 '_VVO�11(r upty Executive Date i/,/9 n Date: �� � U ss-UL hereby Approved: certifies under,penalties of perjury that I am an officer of Town of Southold,that I have read and I am familiar with Depart'HipRmf Economic Development and Planning §A5-8 of Article V of the Suffolk County Code,and that By: D�.P.�_-A Town of Southold meets all requirements to qualify for eName: Theresa Ward exemption the der. Name Date Title:Deputy County Executive and Commissioner DateI 1 , i Approved as to Form: , f Dennis M.Brown County Atto By: Va erie E Smith Assistant County Attorney Date barcode 0049761 1 of 28 pages Law No.21-ED-131 Agreement No. DT Revitalization: Matti tuck-Lau rel Civic Association IFMS No. i List of Articles Article I Description of Services 1. Conflicting Provisions 2. Round XV Downtown Revitalization Project Description 3. Budget 4. Term 5. Timely Completion of DR Project 6. Release of Funds 7. DR Project Administration 8. Easement Required 9. Real Property 10. Obligations of Contractor with Respect to Certain Third-Party Relationships 11. Environmental Preservation 12. Hazardous Materials 13. Subject to Appropriation and Bonding of Funds 14. Maintenance of Improvements 15. Contract Agency Performance Measures and Reporting Requirements—Local Law No..41-2013 16. 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 s 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 2 of 28 pages t Law No. 21-ED-131 Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. 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 22. Arrears to County 23. Lawful Hiring of Employees Law in Connection with Contracts for Construction or Future Construction 24. Certification Regarding Lobbying 25. Record Retention 26. Contract Agency Performance Measures and Reporting Requirements - Local Law No. 41-2013 27. Notice Article IV Suffolk County Legislative Requirements 1. Contractor's/Vendor's Public Disclosure Statement 2. Living Wage Law 3. Use of County Resources to Interfere with Collective Bargaining Activities 4. Lawful Hiring of Employees Law. 5. Gratuities 6. Prohibition Against Contracting with Corporations that Reincorporate Overseas 7. Child Sexual Abuse Reporting Policy 8. Non Responsible Bidder 9. Use of Funds in Prosecution of Civil Actions Prohibited 10. Youth Sports 11. Work Experience Participation 12. Safeguarding Personal Information of Minors 13. Contract Agency Performance Measures and Reporting Requirements 14. Suffolk County Local Laws Website Address\ 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 3 of 28 pages L . Law No.21-ED-131 , Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. 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 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 Exhibits Exhibit 1 Suffolk County Legislative Resolution Exhibit 2 Easement with Schedules Exhibit 3 DR Project Summary and Budget Exhibit 4 Town of Southold Resolution Exhibit 5 Living Wage Exhibit 6 Union Certification Exhibit 7 Lawful Hiring Exhibit 8 Statement of Other Contracts Exhibit 9 Suffolk STAT Key Performance Indicators, if applicable 4 of 28 pages Law No.21-ED-131 t' r Agreement No. DT Revitalization: Matti tuck-Laurel Civic Association IFMS No. Article I Description of Services Whereas, the Suffolk County Downtown Citizens Advisory Panel (the"Panel") solicited applications requesting funding for Round XV of the Suffolk County Downtown Revitalization Program; and Whereas,the Panel evaluated the applications and ranked the submitted projects according to a merit-based scoring system, which included points for leveraging; smart growth compatibility; economic, beautification, visitor and business impact; environmental compatibility; and whether the project was an integral part of an overall downtown revitalization plan; and Whereas, by Suffolk County Resolution No. 823-2017 attached to this Contract as Exhibit 1,the Suffolk County Legislature approved the Panel's recommendation for an award of$60,180.00 to the Contractor for improvements to the Pike Street Municipal Parking Lot including the addition of fourteen(14)new spaces; and Whereas, by Town of Southold Resolution No. Reso # 2017-295 attached to this Contract as Exhibit 4, the Contractor accepted the Round XV Downtown Revitalization Funds ("DR Funds"). Now therefore, in consideration of the mutual provisions and covenants hereafter set forth,the parties hereto agree as follows: 1. Conflicting Provisions In the event of any conflict between this Article I and any other provisions to this Contract, such other provision shall prevail unless it is expressly states that this Article I shall prevail. 2. Round XV Downtown Revitalization Project Description As part of the Services, the Contractor shall be responsible for improvements to the Pike Street Municipal Parking Lot including the addition of fourteen(14) new spaces (the"DR Project" or "Services"), as further set forth in the DR Project Summary and Budget attached as Exhibit 3 to this Contract. 3. Budget The total cost of this Contract shall not exceed$60,180.00 and shall only be used for those DR Project purposes set forth in the DR Project Summary and Budget attached as Exhibit 3 to this Contract. 4. Term The term of this Contract shall be as set forth on page one of this Contract. If this Contract has not been terminated prior to the expiration of the term, this Contract may be renewed, at the option of the County, for one (1) additional one (1) year term. The County may exercise its option to renew by written notice to the Contractor from the Department in the form of a letter issued by the Department. For the renewal to be effective,the Contractor shall countersign the letter and return it to the Department. 5. Timely Completion of DR Project a. The Contractor agrees to begin work on its DR Project within a reasonable time after the commencement of the term of this Contract and will attempt to complete the DR Project within twenty-four(24) months of the effective date of this Contract. b. If the Contractor fails to complete the DR Project within twenty-four(24) months, as shall be 5 of 28 pages ARTICLE I Law No.21-ED-131 Agreement No. DT Revitalization: Matti tuck-La urel Civic Association IFMS No. determined in the County's sole discretion,the County may take the following actions either singularly or in combination: i. 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. ii. Require the Contractor to demonstrate to the County that the Contractor has the capacity to carry out DR Project in a timely manner. iii. Require the Contractor to submit to the County progress schedules for completing DR Project. iv. Require the Contractor to suspend, discontinue or not incur costs for DR Project. 6. Release of Funds The Contractor shall provide the Department with evidence of all leveraged funds which shall be utilized to finance the DR Project. Such evidence shall be in such form as may be required by the County. The County may require proof of commitment of funds in an amount sufficient to cover the projected DR Project cost of the DR Project prior to the Department's authorization of release of any DR Funds. 7. DR Project Administration a. Authorization Notwithstanding any other provision of this Contract, the Contractor must submit evidence, and the Department must certify,prior to any commitment of funds under this Contract, that the DR Project are in accordance with applicable regulations. Upon such certification, the Department will give notice authorizing the Contractor to begin the DR Project. b. Supervision It is agreed that the nature and extent of the DR Project undertaken pursuant to this Contract shall be subject to general oversight by the County. The Contractor agrees to comply fully with rules, regulations, criteria, guidelines and expenditure controls heretofore adopted or to be adopted by the County. C. Environmental Review Process The Contractor shall act as the lead agency with regard to any DR Project to which the State Environmental Quality Review Act("SEQRA") is applicable, shall maintain all applicable documentation and, upon request, shall submit copies of any Environmental Assessment Forms, determinations, etc. to the Department. d. . Compliance with Law In rendering Services under this Contract,the Contractor shall comply, and shall require its officers and directors, partners, trustees or other members of its governing body and personnel employed to render services under this Contract to comply, with all applicable local, State and Federal laws, regulations, rulings and requirements of law, including without limitation Suffolk County local preference and other applicable Suffolk County local laws and resolutions of the i Suffolk County Legislature. 8. Easement Required a. In order to, among other things,permit the County access to the DR Project site, the Contractor and the County shall execute an easement, the form of which is annexed hereto 6 of 28 pages ARTICLE I Law No.21-ED-131 Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. as Exhibit 2, simultaneously with the execution of this Contract. b. The Contractor must submit all documentation related to the easement, as may b�quested by the Department, simultaneously with the Contractor's submission of the signed Contract. FAILURE TO DO SO MAY RESULT IN, AMONG OTHER THINGS, A DELAY OF THE FULL EXECUTION OF THE CONTRACT, AND/OR A DELAY OF THE RELASE OF DR FUNDS. 9. Real Property a. Real property acquired or improved in whole or in part using DR Funds that is within the control of the Contractor shall require the following.actions: I i.) 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; ii.) Reimbursement to the County in an amount equal to the current fair market value(less any portion thereof attributable to expenditures of non-DR Funds) of property acquired or improved with DR Funds that is sold or transferred for a use which does not qualify under the DR regulations; and, iii.) Return of program income to the County generated from the disposition or transfer of property prior to or subsequent to the closeout, change of status or termination of this Contract between the County and the Contractor. b. The provisions of this paragraph shall survive the expiration or termination of this Contract. 10. Obligations of Contractor with Respect to Certain Third-Party Relationships a. The Contractor shall remain fully obligated under the provisions of this Contract, notwithstanding its designation of any third party or parties for the undertaking of all or any part of the program for which assistance is being provided under this Contract to the Contractor. b. Any agreement between the Contractor and a third-party sub recipient shall be in compliance with all applicable local laws,rules and regulations and shall include the following provisions in a written agreement: i.) A description of each task to be undertaken by the sub-recipient, a schedule for completing each task and a budget for each task, set forth in the same form as the DR Project Summary and Budget attached as Exhibit 3 to this Contract. ii.) Specification of records, reports and data to be maintained or submitted. iii.) A statement that the subcontractor shall maintain compliance with all applicable State and local laws, including, but not limited to, environmental laws. iv.) A statement that the agreement may be terminated for default, inability, or failure to perform. v.) A requirement that any County funds on hand or accounts receivable at the time of termination shall be returned to the County. i 7 of 28 pages ARTICLE I i Law No. 21-ED-131 s Agreement No. DT Revitalization: Matti tuck-Laurel Civic Association IFMS No. vi.) Suffolk County Living Wage Requirements. vii.) A statement that the agreement is subject to and incorporates by reference, all of the provisions of this Contract. 11. Environmental Preservation In conducting its activities hereunder,the Contractor`shall reasonably preserve and avoid damage and/or destruction of natural,historic or cultural features, including, but not limited to,rare plants,habitats,trees, shrubs and other vegetation. 12. Hazardous Materials The Contractor shall not generate,treat, release, store, discharge, dispose of, transport, recycle, use, ! reuse or handle hazardous substances or hazardous waste on the premises without prior written permission of the Department. 13. Subject to Appropriation and Bonding of Funds In addition to any other additional fiscal terms contained in this Contract, this Contract is subject to the amount of funds appropriated and bonded any subsequent modifications thereof by the Legislature, and no liability shall be incurred by the County beyond the amount of funds appropriated and bonded by the Legislature for the Services. 14. Maintenance of Improvements The Contractor shall maintain the improvements constructed or reconstructed with the DR Funds provided under this Contract in a good and acceptable condition as determined by the County for the useful life of the improvements and until maturity of the bond that provided these funds. This provision shall survive the expiration of this Contract. 15. Contract Agency Performance Measures and Reporting Requirements—Local Law No. 41-2013 a. If payment under this Contract may exceed $50,000, it is subject to the requirements of Suffolk County Local Law No. 41-2013, a Local Law to Implement Performance Measurement to Increase Accountability and Enhance Service Delivery by Contract Agencies (Article VIII of Chapter 189 of the Suffolk County Code) as set forth in Article IV 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. 16. 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 ("Uls") for the prior month's data, and analysis of the Contract performance measures via the County's SuffolkSTAT application by linking onto http://suffolkstat.suffolkcountyny.gov no later than the 15th of each month of the Contract Term, as more specifically set forth in Exhibit 9 to this Contract. t End of Text for Article I 8 of 28 pages ARTICLE I Law No.21-ED-131 Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. Article II d. the Contractor's failure to comply with any Definitions Federal, State or local law, rule, or regulation, and County policies or directives;or 1. Meanings of Terms e. the Contractor's bankruptcy or insolvency;or As used herein. f. the Contractor's failure to cooperate in an Audit "Audit of Financial Statements"means the examination by of Financial Statements;or the Comptroller and any Federal or State auditing authority of the financial statements of the Contractor resulting in the g• the Contractor's falsification of records or publication of an independent opinion on whether or not those reports, misuse of funds, or malfeasance or financial statements are relevant,accurate,complete,and fairly nonfeasance in financial record keeping arising presented. out of; or in connection with, any contract with the County;or "Budget"means the Contractor's summary or plan of all intended revenue, whether received in the form of fees, grants, h. the Contractor's failure to submit, or failure to County funding, or any other source, and expenditures necessary to timely submit, documentation to obtain Federal render the Services. or State funds;or "Budget Deficiency Plan" means an analysis of the cost of the i. the inability of the County or the Contractor to Services, changes in fiscal conditions, and required modifications to obtain Federal or State funds due to any act or the Contract to continue to render the Services. omission of the Contractor;or "Comptroller"means the Comptroller of the County of Suffolk. j• any condition that the County determines, in its sole discretion,is dangerous. "Contract"means all terms and conditions of this Contract forming all rights and obligations of the Contractor and the County. k. the failure to comply with Local Law 41-2013 and related contractual requirements. "Contractor"means the signatory corporation,its officers, officials, employees, agents, servants, sub-contractors, volunteers, and any "Federal"means the United States government,its departments,and successor or assign of any one or more of the foregoing performing agencies. the Services. "Fringe Benefits" means non-wage benefits which accompany, or "County'" means the County of Suffolk, its departments, and are in addition to, a person's salary, such as paid insurance, sick agencies. leave,profit-sharing plans,paid holidays,and vacations. "County Attorney" means the County Attorney of the County of "Fund Source" means any direct or indirect sum payable to the Suffolk: Contractor by the County pursuant to any lawful obligation. "Department" means the signatory department approving the "Legislature"means the Legislature of the County of Suffolk. Contract. "Management Letter" means a letter certified as true by the "Engineering Services" means the definition of the practice of Contractor's certified public accountant or chief financial officer of engineering and the definition of practice of land surveying, as the findings and recommendations for improvements in internal fiscal case may be, under Section 7201 and Section 7203 of the State control that were identified during an Audit of Financial Statements, Education Law,respectively. but which were not required to be included in an audit report. "Event,of Default"means "Municipal Corporation"means a town,village,or school district. a. the Contractor's failure to perform any duty "Services"means all that which the Contractor must do,and any part required of it under paragraphs 1(b)-(e) of thereof arising out of, or in connection with, the Contract as Article III of the Contract;or described in Article I"Description of Services." i b. the Contractor's failure to maintain the amount "State"means the State of New York. I and types of insurance with an authorized insurer as required by the Contract;or "Statement of Other Contracts"means a complete list of all other contracts under which money has been or will be paid to the C. the Contractor's failure to maintain insurance Contractor from the County, Federal, or State governments, or a required by the Contract with an insurer that has Municipal Corporation, and (i) which are currently in effect or (ii) designated the New York Superintendent of which have expired within the past twelve(12)months and have not Insurance as its lawful agent for service of been renewed. process;or "Suffolk County Payment Voucher" means the document 9 of 28 pages ARTICLE II Law No.21-ED-131 s Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. authorized and required by the Comptroller for release of payment. "Term"means the time period set forth on page one of the Contract and,if exercised by the County,the option period. 2. Elements of Interpretation Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and include the plural number and vice versa. Words importing persons shall include firms, associations, partnerships(including limited partnerships),trusts,corporations,and other legal entities, including public bodies, as well as natural persons,and shall include successors and assigns. Capitalized terms used, but not otherwise defined, herein, shall have the meanings assigned to them in the Contract. End of Text for Article II 10 of 28 pages ARTICLE II i •u Law No.21-ED-131 Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. Article III termination of the license does not affect the General Terms and Conditions Contractor's ability to render the Services, every other term and provision of the Contract shall be 1. Contractor Responsibilities valid and enforceable to the fullest extent permitted by law. a. Duties and Obligations d. Documentation of Professional Standards i.) It shall be the duty of the Contractor to discharge, or cause to be discharged, all of its The Contractor shall maintain on file, in one location in responsibilities, and to administer funds received Suffolk County, all records that demonstrate that it has in the interest of the County in accordance with complied with sub-paragraphs (b) and (c) above. The the provisions of the Contract. address of the location of the aforesaid records and documents shall be provided to the County no later than the ii.) The Contractor shall promptly take all date of execution of the Contract. Such documentation action as may be necessary to render the shall be kept, maintained, and available for inspection by Services. the County upon twenty-four(24)hours notice. iii.) The Contractor shall not take any e. Credentialing action that is inconsistent with the provisions of the Contract. i.) In the event that the Department,or any division thereof, maintains a credentialing iv.) Services provided under this Contract process to qualify the Contractor to render the shall be open to all residents of the County Services, the Contractor shall complete the required credentialing process. In the event that b. Qualifications, Licenses, and Professional any State credential, registration, certification or Standards license, Drug Enforcement Agency registration, or Medicare or Medicaid certification is The Contractor represents and warrants that it has,and shall restricted, suspended, or temporarily or continuously possess, during the Term, the required permanently revoked, it is the duty of the licensing, education, knowledge, experience, and character Contractor to contact the Department, or division necessary to qualify it to render the Services. thereof, as the case may be, in writing, no later than three (3) days after such restriction, The Contractor shall"continuously have during the Term all suspension,or revocation. required authorizations, certificates, certifications, registrations, licenses, permits, and other approvals ii.) The Contractor shall forward to the required by Federal, State, County, or local authorities Department, or division thereof, as the case may necessary to qualify it to render the Services. be, on or before July 1 of each year during the Term, a complete list of the names and addresses c. Notifications of all persons providing the Services, as well as their respective areas of certification, i.) The Contractor shall immediately credentialing,registration,and licensing. notify the County, in writing, of any disciplinary proceedings, commenced or pending, with any f. Engineering Certificate authority relating to a license held by any person necessary to qualify him,her,or the Contractor to In the event that the Contract requires any Engineering perform the Services. Services,the Contractor shall submit to the County,no later than the due date for submission for approval of any ii.) In the event that a person is no longer engineering work product, the Certificate of Authorization licensed to perform the Services, the Contractor ("Certificate"), issued pursuant to § 7210 of the New York must immediately notify the County, but in no Education Law, of every person performing any j event shall such notification be later than five(5) Engineering Services. The failure to file, submit, or days,after a license holder has lost the license maintain the Certificate shall be grounds for rejection of required to qualify the license holder or the any engineering work product submitted for approval. Contractor to perform the Services. I 2. Termination iii.) In the event that the Contractor is not able to perform the Services due to a loss of a. Thirty Days Termination I license, the Contractor shall not be reimbursed for the Services rendered after the effective date The County shall have the right to terminate the Contract of termination of such license. Without limiting without cause,for any reason,at any time,upon such terms the generality of the foregoing, if any part of the and conditions it deems appropriate, provided, however, Contract remains to be performed, and the that no such termination shall be effective unless the 11 of 28 pages ARTICLE III i Law No.21-ED-131 Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. Contractor is given at least thirty(30)days notice. the Services. The Contractor agrees that it shall protect, indemnify, and hold harmless the County, its agents, b. Event of Default;Termination on Notice servants, officials, and employees from and against all liabilities, fines, penalties, actions, damages, claims, i.) The County may immediately terminate demands, judgments, losses, suits or actions, costs, and the Contract, for cause, upon such terns and expenses arising out of any claim asserted_for infringement conditions it deems appropriate, in the Event of of copyright, including reimbursement of the cost of Default. reasonable attorneys' fees incurred by the County, its agents, servants, officials, and employees in any action or ii.) If the Contractor defaults under any proceeding arising out of or in connection with any claim other provision of the Contract, the County may asserted for infringement of copyright. terminate the Contract, on not less than five (5) days notice, upon such terms and conditions it C. The Contractor shall defend the County, its deems.appropriate. agents,servants,officials,and employees in any proceeding or action,including appeals,arising out of,or in connection C. Termination Notice with, the Contract, and any copyright infringement proceeding or action.Alternatively, at the County's option, Any notice providing for termination shall be delivered as the County may defend any such proceeding or action and provided for in paragraph 27 of this Article III. require the Contractor to pay reasonable attorneys' fees or salary costs of County employees of the Department of d. Duties upon Termination Law for the defense of any such suit. i.) The Contractor shall discontinue the 4. Insurance Services as directed in the termination notice. a. The Contractor shall continuously maintain, ii.) Subject to any defenses available to it, during the Term of the Contract, insurance in amounts and the County shall pay the Contractor for the types as follows: Services rendered through the date of termination. i.) Commercial General Liability iii.) The County is released from any and insurance, including contractual liability all liability under the Contract, effective as of the coverage,in an amount not less than Two Million date of the termination notice. Dollars($2,000,000 00)per occurrence for bodily injury and Two Million Dollars ($2,000,000 00) iv.) Upon termination, the Contractor shall per occurrence for property damage. The County reimburse the County the balance of any funds shall be named an additional insured. advanced to the Contractor by the County no later than thirty (30) days after termination of the ii.) Automobile Liability insurance (if any Contract. The provisions of this subparagraph non-owned or owned vehicles are used by the shall survive the expiration or termination of the Contractor in the performance of the Contract)in Contract. an amount not less than Five Hundred Thousand Dollars ($500,000 00) per person, per accident, V.) Nothing contained in this paragraph for bodily injury and not less than One Hundred shall be construed as a limitation on the County's Thousand Dollars ($100,000 00) for property rights set forth in paragraphs 1(c) (iii) and 8 of damage per occurrence. The County shall be this Article III. named an additional insured. 3. Indemnification and Defense iii.) Workers' Compensation and Employer's Liability insurance in compliance a. The Contractor shall protect,indemnify,and hold with all applicable New York State laws and harmless the County, its agents, servants, officials, and regulations and Disability Benefits insurance, if employees from and against all liabilities, fines, penalties, required by law. The Contractor shall furnish to actions,damages,claims,demands,judgments,losses,suits the County,prior to its execution of the Contract, or actions, costs, and expenses caused by the negligence or the documentation required by the State of New any acts or omissions of the Contractor, including York Workers' Compensation Board of coverage reimbursement of the cost of reasonable attorneys' fees or exemption from coverage pursuant to §§57 incurred by the County, its agents, servants, officials, and and 220 of the Workers' Compensation Law. In employees in any action or proceeding arising out of, or in .accordance with General Municipal Law §108, connection with,the Contract. the Contract shall be void and of no effect unless the Contractor shall provide and maintain b. The Contractor,hereby represents and warrants coverage during the Term for the benefit of such that it will not infringe upon any copyright in performing employees as are required to be covered by the 12 of 28 pages ARTICLE III l ' Law No.21-ED-131 Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. provisions of the Workers'Compensation Law 6. Severability iv.) Professional Liability insurance in an It is expressly agreed that if any term or provision of this amount not less than Two Million Dollars Contract, or the application thereof to any person or ($2,000,000 00) on either a per-occurrence or circumstance, shall be held invalid or unenforceable to any claims-made coverage basis. extent, the remainder of the Contract, or the application of such term or provision to persons or circumstances other b. The County may mandate an increase in the than those as to which it is held invalid or unenforceable, liability limits set forth in the immediately preceding shall not be affected thereby, and every other term and paragraphs(4)(a)(i),(ii),and(iv). provision of the Contract shall be valid and shall be enforced to the fullest extent permitted by law C. All policies providing such coverage shall be issued by insurance companies authorized to do business in 7. Merger;No Oral Changes New York with an AM.Best rating of A-or better It is expressly agreed that the Contract represents the entire d. The Contractor shall furnish to the County, prior agreement of the parties and that all previous to the execution of the Contract,declaration pages for each understandings are herein merged in the Contract. No policy of insurance, other than a policy for commercial modification of the Contract shall be valid unless in written general liability insurance, and upon demand, a true and form and executed by both parties. certified original copy of each such policy evidencing compliance with the aforesaid insurance requirements. S. Set-Off Rights e. In the case of commercial general liability The County shall have all of its common law, equitable, insurance and business use automobile insurance, the and statutory rights of set-off. These rights shall include, Contractor shall furnish to the County, prior to the but not be limited to,the County's option to withhold from execution of the Contract, a declaration page or insuring a Fund Source an amount no greater than any sum due and agreement and endorsement page evidencing the County's owing to the County for any reason. The County shall status as an additional insured on said policy, and upon exercise its set-off rights subject to approval by the County demand, a true and certified original copy of such policy Attorney In cases of set-off pursuant to a Comptroller's evidencing compliance with the aforesaid insurance audit, the County shall only exercise such right after the requirements. finalization thereof, and only after consultation with the County Attorney L All evidence of insurance shall provide for the County to be notified in writing thirty (30) days prior to 9. Non-Discrimination in Services any cancellation, nonrenewal, or material change in the policy to which such evidence relates. It shall be the duty a. The Contractor shall not, on the grounds of race, of the Contractor to notify the County immediately of any creed, color, national ongin, sex, age, disability, sexual cancellation, nonrenewal, or material change in any orientation,military status,or marital status insurance policy. i.) deny any individual the Services g. In the event the Contractor shall fail to provide provided pursuant to the Contract;or evidence of insurance, the County may provide the ii.) provide the Services to an individual insurance required in such manner as the County deems that is different, or provided in a appropriate and deduct the cost thereof from a Fund different manner, from those provided Source. to others pursuant to the Contract;or iii.) subject an individual to segregation or h. If the Contractor is a Municipal Corporation and separate treatment in any matter related has a self-insurance program under which it acts as a self- to the individual's receipt of the insurer for any of such required coverage, the Contractor Services provided pursuant to the shall provide proof, acceptable to the County, of self- Contract-,or funded coverage. iv.) restrict an individual in any way from any advantage or privilege enjoyed by 5. j Independent Contractor others receiving the Services provided pursuant to the Contract;or The Contractor is not, and shall never be, considered an treat an individual differently from employee of the County for any purpose. Notwithstanding others in determining whether or not anything contained in this Contract, the Contract shall not the individual satisfies any eligibility or be construed as creating a principal-agent relationship other requirements or conditions which between the County and the Contractor or the Contractor individuals must meet in order to and the County,as the case may be. receive the Services provided pursuant to the Contract. I i 13 of 28 pages ARTICLE III Law No.21-ED-131 Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. b. The Contractor shall not utilize criteria or methods of administration which have the effect of 14. Cooperation on Claims subjecting individuals to discrimination because of their race, creed, color, national origin, sex, age, disability, The Contractor and the County shall render diligently to sexual orientation,military status,or marital status, or have each other, without compensation, any and all cooperation the effect of substantially impairing the Contract with that may be required to defend the other party, its respect to individuals of a particular race, creed, color, employees and designated representatives, against any national origin, sex, age, disability, sexual orientation, claim, demand or action that may be brought against the military status,or marital status,in determining: other party, its employees or designated representatives arising out of,or in connection with,the Contract. i.) the Services to be provided;or 15. Confidentiality ii.) the class of individuals to whom,or the situations in which,the Services will be Any document of the County, or any document created by provided,or the Contractor and used in rendering the Services, shall remain the property of the County and shall be kept iii.) the class of individuals to be afforded confidential in accordance with applicable laws, rules, and an opportunity to receive the Services. regulations. 10. Nonsectarian Declaration 16. Assignment and Subcontracting The Services performed under the Contract are secular in a. The Contractor shall not delegate its duties under nature. No funds received pursuant to the Contract shall be the Contract, or assign,• transfer, convey, subcontract, used for sectarian purposes or to further the advancement sublet, or otherwise dispose of the Contract, or any of its of any religion. The Services will be available to all right, title or interest therein, or its power to execute the eligible individuals regardless of religious belief or Contract, or assign all or any portion of the moneys that affiliation. may be due or become due hereunder,(collectively referred to in this paragraph 16 as "Assignment"), to any other 11. Governing Law person, entity or thing without the prior written consent of the County, and any attempt to do any of the foregoing The Contract shall be governed by, and construed in without such consent shall be void ab initio. accordance with, the laws of the State of New York, I without regard to conflict of laws. Venue shall be b. Such Assignment shall be subject to all of the designated in the Supreme Court, Suffolk County, the provisions of the Contract and to any other condition the United States District Court for the Eastern District of New County requires. No approval of any Assignment shall be York, or, if appropriate, a court of inferior jurisdiction in construed as enlarging any obligation of the County under Suffolk County. the terms and provisions of the Contract. No Assignment of the Contract or assumption by any person of any duty of 12. No Waiver the Contractor under the Contract shall provide for, or otherwise be construed as, releasing the Contractor from It shall not be construed that any failure or forbearance of any term or provision of the Contract. the County to enforce any provision of the Contract in any particular instance or instances is a waiver of that 17. Changes to Contractor provision. Such provision shall otherwise remain in full force and effect, notwithstanding any such failure or a. The Contractor may,from time to time,only with forbearance. the County's written consent, enter into a Permitted Transfer For purposes of the Contract, a Permitted 13. Conflicts of Interest Transfer means: The Contractor shall not, during the Term,pursue a course i.) if the Contractor is a partnership, the of conduct which would cause a reasonable person to withdrawal or change, whether believe that he or she is likely to be engaged in acts that voluntary, involuntary or by operation create a substantial conflict between its obligations under of law, of the partners, or transfer of the Contract and its private interests. The Contractor is partnership interests (other than the charged with the duty to disclose to the County the purchase of partnership interests by existence of any such adverse interests,whether existing or existing partners, by the partnership potential. This duty shall continue as long as the Term. itself or the immediate family members The determination as to whether or when a conflict may by reason of gift,sale or devise),or the potentially exist shall ultimately be made by the County dissolution of the partnership without Attorney after full disclosure is obtained. immediate reconstitution thereof,and ii.) if the Contractor is a closely held 14 of 28 pages ARTICLE III Law No.21-ED-131 Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. corporation (i.e. whose stock is not Transfer Notice, in accordance with the provisions of publicly held and not traded through an Paragraph 27 of Article III of the Contract. If the County exchange or over the counter): shall not give written notice to the Contractor denying its consent to such Permitted Transfer (and setting forth the 1. the dissolution, merger, basis for such denial in reasonable detail) within such consolidation or other twenty(20)-day period,then the County shall be deemed to reorganization of the have granted its consent to such Permitted Transfer Contractor;and e. Notwithstanding the County's consent, 2. the sale or other transfer of twenty percent (20%) or i.) the terms and conditions of the more of the shares of the Contract shall in no way be deemed to Contractor (other than to have been waived or modified;and existing shareholders, the corporation' itself or the ii.) such consent shall not be deemed immediate family members consent to any further transfers. of shareholders by reason of gift,sale or devise). 18. No Intended Third Party Beneficiaries b. If the Contractor is a not-for-profit corporation,a The Contract is entered into solely for the benefit of the change of twenty percent (20%) or more of its shares or County and the Contractor. No third party shall be deemed members shall be deemed a Permitted Transfer. a beneficiary of the Contract and no third party shall have the right to make any claim or assert any right under the C. The Contractor shall notify the County in writing, Contract. which notice(the"Transfer Notice")shall include: 19. Certification as to Relationships i.) the proposed effective date of the Permitted Transfer, which shall not be The Contractor certifies under penalties of perjury that, less than thirty(30)days nor more than other than through the funds provided in the Contract and one hundred eighty(180)days after the other valid agreements with the County,there is no known date of delivery of the Transfer Notice; spouse, life partner, business, commercial, economic, or financial relationship with the County or its elected ii.) a summary of the material terms of the officials. The Contractor also certifies that there is no proposed Permitted Transfer; relationship within the third degree of consanguinity, between the Contractor, any of its partners, members, iii.) the name and address of the proposed directors, or shareholders owning five (51/o) percent or transferee; more of the Contractor, and the County The foregoing certification shall not apply to a contractor that is a iv.) such information reasonably required municipal corporation or a government entity by the County, which will enable the County to determine the financial 20. Publications responsibility,character, and reputation of the proposed transferee,nature of the Any book,article,report,or other publication related to the proposed assignee/transferee's business Services provided pursuant to this Contract shall contain and experience; the following statement in clear and legible print: V.) all executed forms required pursuant to "This publication is fully or partially funded Article IV of the Contract, that are by the County of Suffolk." required to be submitted by the Contractor;and 21. Copyrights and Patents vi.) such other information as the County a. Copyrights may reasonably require. Any and all materials generated by or on behalf of the d. The County agrees that any request for its Contractor while performing the Services (including, consent to a Permitted Transfer shall be granted, provided without limitation, designs, images, video, reports, that the transfer does not violate any provision of the analyses, manuals, films, tests, tutorials, and any other Contract, and the transferee has not been convicted of a work product of any kind) and all intellectual property criminal offense as described under Article II of Chapter rights relating thereto ("Work Product") are and shall be 189 of the Suffolk County Code. The County shall grant or the sole property of the County. The Contractor hereby deny its consent to any request of a Permitted Transfer assigns to the County its entire right, title and interest, if within twenty(20)days after delivery to the County of the any, to all Work Product, and agrees to do all acts and 15 of 28 pages ARTICLE III I i I Law No.21-ED-131 A , • Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. execute all documents, and to use its best efforts to ensure Hiring of Employees Law of County of Suffolk,Suffolk that its employees,consultants,subcontractors,vendors and County Code Article II of Chapter 353, as more fully set agents do all acts and execute any documents,necessary to forth in the Article entitled "Suffolk County Legislative vest ownership in the County of any and all Work Product. Requirements," the Contractor shall maintain the The Contractor may not secure copyright protection. The documentation mandated to be kept by this law on the County reserves to itself, and the Contractor hereby gives construction site at all times. Employee sign-in sheets and to the County, and to any other person designated by the register/log books shall be kept on the construction site at County, consent to produce, reproduce, publish, translate, all times and all covered employees, as defined in the law, display or otherwise use the Work Product. This paragraph shall be required to sign such sign-in sheets/register/log shall survive any completion, expiration or termination of books to indicate their presence on the construction site this Contract.' during such working hours. The County shall be deemed to be the author of all the 24. Certification Regarding Lobbying Work Product. The Contractor acknowledges that all Work Product shall constitute "work made for hire" under the Together with this Contract and as a condition precedent to U.S copyright laws. To the extent that any Work Product its execution by the County, the Contractor shall have does not constitute a"work made for hire," the Contractor executed and delivered to the County the Certification hereby assigns to the County all right, title and interest, Regarding Lobbying (if payment under this Contract may including the right, title and interest to reproduce, edit, exceed $100,000) as required by Federal regulations, and adapt, modify or otherwise use the Work Product, that the shall promptly advise the County of any material change in Contractor may have or may hereafter acquire in the Work any of the information reported on such Certification, and Product, including all intellectual property rights therein, in shall otherwise comply with, and shall assist the County in any manner or medium throughout the world in perpetuity complying with, said regulations as now in effect or as without compensation. This includes,but is not limited to, amended during the term of this Contract. the right to reproduce and distribute the Work Product in electronic or optical media, or in CD-ROM, on-line or 25. Record Retention similar format. The Contractor shall retain all accounts, books, records, b. Patents and other documents relevant to the Contract for seven(7) years after final payment is made by the County. Federal, If the Contractor develops, invents, designs or creates any State, and/or County auditors and any persons duly idea, concept, code, processes or other work or materials authorized by the County shall have full access and the during the Term, or as a result of any Services performed right to examine any of said materials during said period, under the Contract ("patent eligible subject matter"), it Such access is granted notwithstanding any exemption shall be the sole property of the County The Contractor from disclosure that may be claimed for those records hereby assigns to the County its entire right, title and which are subject to nondisclosure agreements, trade interest, if any, to all patent eligible subject matter, and secrets and commercial information or financial agrees to do all-acts and execute all documents, and to use information that is privileged or confidential Without its best efforts to ensure that its employees, consultants, limiting the generality of the foregoing, records directly subcontractors,vendors and agents do all acts and execute related to contract expenditures shall be kept for a period of any documents, necessary to vest ownership in the County ten(10)years because the statute of limitations for the New of any and all patent eligible subject matter The York False Claims Act(New York False Claims Act§ 192) Contractor may not apply for or secure for itself patent is ten(10)years. protection. The County reserves to itself, and the Contractor hereby gives to the County, and to any other 26. Contract Agency Performance Measures and Reporting person designated by the County, consent to produce or Requirements—Local Law No.41-2013 otherwise use any item so discovered and/or the right to secure a patent for the discovery or invention. This a. If payment under this Contract may exceed paragraph shall survive any completion, expiration or $50,000,it is subject to the requirements of Suffolk County termination of this Contract. Local Law No. 41-2013, a Local Law to Implement Performance Measurement to Increase Accountability and 22. Arrears to County Enhance Service Delivery by Contract Agencies (Article VIII of Chapter 189 of the Suffolk County Code) as set Contractor warrants that, except as may otherwise be forth in Article IV entitled "Suffolk County Legislative authorized by agreement, it is not in arrears to the County Requirements." upon any debt,contract,or any other lawful obligation,and is not in default to the County as surety. b. The Contractor shall cooperate with the Department in all aspects necessary to help carry out the 23. Lawful Hiring of Employees Law in Connection with requirements of the Law. Based on criteria established by Contracts for Construction or Future Construction the Contractor in conjunction with the Department, the Contractor shall submit monthly reports regarding the In the event that the Contract is subject to the Lawful Contractor's performance relative to the established 16 of 28 pages ARTICLE III t' Law No.21-ED-131 Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. criteria,on dates and times as specified by the Department, as more fully set forth in Article I and Article IV of this Contract. C. The Contractor shall submit an annual report to the Department regarding the Contractor's performance no later than July 31 of each year of the Term. All performance data and reports will be subject to audit by the ;Comptroller 27. Notice ,Unless otherwise expressly provided,all notices shall be in writing and shall be deemed sufficiently given if sent by regular fust class mail and certified mail, or personally 'delivered during business hours as follows: 1 ) to the Contractor at the address on page 1 of the Contract and 2.) to the County at the Department, or as to either of the foregoing,to such other address as the addressee shall have ;indicated by prior written notice to the addressor. All notices received by the Contractor relating to a legal claim shall be immediately sent to the Department and also to the 'County Attorney at H. Lee Dennison Building, 100 'Veterans Memorial Highway, P.0 Box 6100, (Sixth 'Floor),Hauppauge,New York, 11788-0099. End of Text for Article III I I 17 of 28 pages ARTICLE III t I I Law No. 21-ED-131 Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. COMPENSATION-LIVING WAGE Article IV CERTIFICATION/DECLARATION-SUBJECT TO Suffolk County Legislative Requirements AUDIT" NOTE: THE CONTRACTOR'S COMPLETED LEGISLATIVE 3. Use of County Resources to Interfere with REQUIREMENTS FORMS REFERENCED HEREIN ARE Collective Bargaining Activities AVAILABLE ON FILE AT THE DEPARTMENT NAMED ON THE SIGNATURE PAGE OF THIS CONTRACT. It shall be the duty of the Contractor to read, become familiar with, and comply with the requirements of Article 1. Con tractor'sNendor's Public Disclosure Statement I of Chapter 803 of the Suffolk County Code. It shall be the duty of the Contractor to read, become County Contractors (as defined by section 803-2) shall familiar with, and comply with the requirements of section comply with all requirements of Chapter 803 of the Suffolk A5-8 of Article V of the Suffolk County Code. County Code,including the following prohibitions: Unless certified by an officer of the Contractor as being a. The Contractor shall not use County funds to exempt from the requirements of section A5-8 of Article V assist,promote,or deter union organizing. of the Suffolk County Code, the Contractor represents and warrants that it has filed with the Comptroller the verified b. No County funds shall be used to reimburse the public disclosure statement required by Suffolk County Contractor for any costs incurred to assist, Administrative Code Article V, section A5-8 and shall file promote,or deter union organizing. an update of such statement with the Comptroller on or before the 31st day of January in each year of the C. No employer shall use County property to hold a Contract's duration. The Contractor acknowledges that meeting with employees or supervisors if the such filing is a material, contractual and statutory duty and purpose of such meeting is to assist,promote, or that the failure to file such,,statement shall constitute a deter union organizing. material breach of the Contract, for which;the County shall be entitled, upon a determination that such breach has If the Services are performed on County property, the occurred, to damages, in addition to all other legal Contractor must adopt a reasonable access agreement, a remedies, of fifteen percent (15%) of the amount of the neutrality agreement, fair communication agreement, non- Contract. intimidation agreement, and a majority authorization card agreement. Required Form: Suffolk County Form SCEX 22; entitled If the Services are for the provision of human services and "Contractor'sNendor's Public Disclosure Statement" are not to be performed on County property,the Contractor must adopt,at the least,a neutrality agreement. 2. Living Wage Law Under the provisions of Chapter 803,the County shall have It shall be the duty of the Contractor to read, become the authority,under appropriate circumstances,to terminate familiar with,and comply with the requirements of Chapter the Contract and to seek other remedies as set forth therein, 575,of the Suffolk County Code. for violations of this Law_ This Contract is subject to the Living Wage Law of the Required Form: County of Suffolk. The law requires that, unless specific Suffolk County Labor Law Form DOL-LO1, entitled exemptions apply, all employers(as defined)under service "Suffolk County Department of Labor—Labor Mediation contracts and recipients of County financial assistance, (as Unit Union Organizing Certification/Declaration - Subject defined) shall provide payment of a minimum wage to to Audit." employees as set forth in the Living Wage Law. Such rate shall be adjusted annually pursuant to the terms of the 4. Lawful Hiring of Employees Law Suffolk County Living Wage Law of the County of Suffolk.Under the provisions of the Living Wage Law,the It shall be the duty of the Contractor to read, become County shall have the authority, under appropriate familiar with, and comply with the requirements of Article circumstances, to terminate the Contract and to seek other ( E of Chapter 353 of the Suffolk County Code. remedies as set forth therein,for violations of this Law This Contract is subject to the Lawful Hiring of Employees Required Forms: Law of the County of Suffolk. It provides that all covered employers,(as defined),and the owners thereof,as the case Suffolk County Living Wage Form DOL-LW 1/38(Revised may be, that are recipients of compensation from the 8/2017) entitled "SUFFOLK COUNTY DEPARTMENT County through any grant, loan, subsidy, funding, OF LABOR, LICENSING & CONSUMER AFFAIRS— appropriation, payment, tax incentive, contract, NOTICE OF APPLICATION FOR COUNTY subcontract, license agreement, lease or other financial 18 of 28 pages ARTICLE IV Law No.21-ED-131 Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. compensation agreement issued by the County or an Required Forms: awarding agency,where such compensation is one hundred "SUFFOLK COUNTY DEPARTMENT OF LABOR, percent (100%) funded by the County, shall submit a LICENSING, & CONSUMER AFFAIRS — NOTICE OF completed sworn affidavit (under penalty of perjury), the APPLICATION TO CERTIFY COMPLIANCE WITH form of which is attached, certifying that they have FEDERAL LAW (8 U.S C. SECTION 1324A) WITH complied, in good faith,with the requirements of Title 8 of RESPECT TO LAWFUL HIRING OF EMPLOYEES, ithe United States Code Section 1324a with respect to the Suffolk County Code,Chapter 353(2006)"DOL-LHE 1/2 'hiring of covered employees (as defined) and with respect (REVISED 8/2017). 'to the alien and nationality status of the owners thereof. :The affidavit shall be executed by an authorized 5. Gratuities ;representative of the covered employer or owner, as the ;case may be; shall be part of any executed contract, It shall be the duty of the Contractor to read, become subcontract, license agreement, lease or other financial familiar with,and comply with the requirements of Chapter 'compensation agreement with the County; and shall be 664 of the Suffolk County Code. made available to the public upon request. The Contractor represents and warrants that it has not All contractors and subcontractors (as defined) of covered offered or given any gratuity to any official, employee or employers,and the owners thereof,as the case may be,that agent of the County or the State or of any political party, 'are assigned to perform work in connection with a County with the purpose or intent of securing an agreement or 'contract, subcontract, license agreement, lease or other securing favorable treatment with respect to the awarding 'financial compensation agreement issued by the County or or amending of an agreement or the making of any awarding agency,where such compensation is one hundred determinations with respect to the performance of an percent(100%) funded by the County, shall submit to the agreement. covered employer a completed sworn affidavit (under penalty of perjury), the form of which is attached, 6. Prohibition Against Contracting with Corporations certifying that they have complied, in good faith, with the that Reincorporate Overseas !requirements of Title 8 of the United States Code Section 1324a with respect to the hiring of covered employees and It shall be the duty of the Contractor to read, become with respect to the alien and nationality status of the owners familiar with,and comply with the requirements of sections thereof,as the case may be. The affidavit shall be executed � A4-13 and A4-14 of Article IV of the Suffolk County by an authorized representative of the contractor, Code. subcontractor,or owner,as the case may be;shall be part of any executed contract, subcontract, license agreement, The Contractor represents that it is in compliance with lease or other financial compensation agreement between sections A4-13 and A4-14 of Article IV of the Suffolk the covered employer and the County; and shall be made County Code. Such law provides that no contract for available to the public upon request. consulting services or goods and services shall be awarded by the County to a business previously incorporated within An updated affidavit shall be submitted by each such the U S.A.that has reincorporated outside the U.S.A. employer,owner,contractor and subcontractor no later than January 1 of each year for the duration of any contract and ' upon the renewal or amendment of the Contract, and 7. Child Sexual Abuse Reporting Policy whenever a new contractor or-subcontractor is hired under the terms of the Contract. It shall be the duty of the Contractor to read, become familiar with, and comply with the requirements of Article The Contractor acknowledges that such filings are a II of Chapter 880 of the Suffolk County Code. ' material, contractual and statutory duty and that the failure to file any such statement shall constitute a material breach The Contractor shall comply with Article II of Chapter 880, of the Contract. of the Suffolk County Code, entitled"Child Sexual Abuse Reporting Policy,"as now in effect or amended hereafter or Under the provisions of the Lawful Hiring of Employees of any other Suffolk County Local Law that may become Law, the County shall have the authority to terminate the applicable during the term of the Contract with regard to Contract for violations of this Law and to seek other child sexual abuse reporting policy remedies available under the law S. Non Responsible Bidder The documentation mandated to be kept by this law shall at all times be kept on site. Employee sign-in sheets and It shall be the duty of the Contractor to read, become register/log books shall be kept on site at all times during familiar with, and comply with the requirements of Article working hours and all covered employees,as defined in the II of Chapter 189 of the Suffolk County Code. law, shall be required to sign such sign-in sheets/register/log books to indicate their presence on the Upon signing the Contract, the Contractor certifies that it site during such working hours. has not been convicted of a criminal offense'within the last ten(10)years. The term"conviction"shall mean a finding 19 of 28 pages ARTICLE IV Law No.21-ED-131 y` Agreement No. DT Revitalization: Matti tuck-Laurel Civic Association IFMS No. of guilty after a trial or a plea of guilty to an offense covered under section 189-5 of the Suffolk County Code All contract agencies that provide services to minors are under"Nonresponsible Bidder" required to protect the privacy of the minors and are strictly prohibited from selling or otherwise providing to any third 9. Use of Funds in Prosecution of Civil Actions party; in -any manner whatsoever, the personal or Prohibited identifying information of any minor participating in their programs. It shall be the duty of the Contractor to read, become familiar with, and comply with the requirements of Article 13. Contract Agency Performance Measures and III of Chapter 893 of the Suffolk County Code. Reporting Requirements The Contractor shall not use any of the moneys, in part or It shall be the duty of the Contractor to read, become in whole, and either directly or indirectly, received under familiar with,and comply with the requirements of Suffolk the Contract in connection with the prosecution of any civil County Local Law No 41-2013, a Charter Law to action against the County in any jurisdiction or any judicial Implement Performance Measurement to Increase or administrative forum. Accountability and Enhance Service Delivery by Contract Agencies (Article VIII of Chapter 189 of the Suffolk 10. Youth Sports County Code) as more fully set forth in Article I and Article III of this Contract. It shall be the duty of the Contractor to read, become familiar with, and comply with Article III of Chapter 730 All contract agencies having a contract in excess of of the Suffolk County Code. $50,000 shall cooperate with the contract's administering department to identify the key performance measures All contract agencies that conduct youth sports programs related to the objectives of the services that the contract are required to develop and maintain a written plan or agency provides and shall develop an annual performance policy addressing incidents of possible or actual concussion reporting plan. The contract agency shall cooperate with or other head injuries among sports program participants. the administering department and the County Executive's Such plan or policy must be submitted prior to the award of Performance Management Team to establish appropriate a County contract, grant or funding. Receipt of such plan performance indicators and targets for monthly evaluation or policy by the County does not represent approval or of the contract agency's performance. endorsement of any such plan or policy, nor shall the County be subject to any liability in connection with any 14. Suffolk County Local Laws Website Address such plan or policy Suffolk County Local Laws,Rules and Regulations can be 11. work Experience Participation accessed on the homepage of the Suffolk County Legislature. -If the Contractor is a not-for-profit or.governmental agency or institution, each of the Contractor's locations in the 15. Suffolk County Code of Ethics County at which the Services are provided shall be a work site for public-assistance clients of Suffolk County pursuant As required by Suffolk County Standard Operating to Chapter 281 of the Suffolk County Code at all times Procedure A-06, the following is a link to the Suffolk during the Term of the Contract. If no Memorandum of County Ethics Booklet, which contains the provisions of Understanding ("MOU") with the Suffolk County the Suffolk County Code of Ethics: Department of Labor for work experience is in effect,at the beginning of the Term of the Contract, the Contractor, if it http://www.suffolkcountny.gov/PL)rtals/O/Boardofethics/C is a not-for-profit or governmental agency or institution, ode%20of%2OEthics%2OBooklet%20- shall enter into such MOU as soon as possible after the %20Revised%2OJanuary%202017.i)df execution of the Contract and failure to enter into or to perform in accordance with such MOU shall be deemed to be a failure to perform in accordance with the Contract,for End of Text for Article IV which the County may withhold payment, terminate the Contract or exercise such other remedies as may be appropriate in the circumstances. 12. Safeguarding Personal Information of Minors It shall be the duty of the Contractor to read, become familiar with, and comply with the requirements of Suffolk County Local Law No. 20-2013,a Local Law to Safeguard the Personal Information of Minors in Suffolk County 20 of 28 pages ARTICLE IV r ' Law No.21-ED-131 Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. Article V by the Suffolk County Department of Audit and General Fiscal Terms and Conditions Control. Documentation, including any other form(s) required by County or the Suffolk 1. General Payment Terms County Department of Audit and Control, shall be furnished to the County pursuant to, and as a. Presentation of Suffolk County Payment limited by, the Regulations for Accounting Voucher Procedures for Contract Agencies of the Suffolk County Department of Audit and Control. In In order for payment to be made by the County to addition to any other remedies that the County the Contractor for the Services, the Contractor may have, failure to supply the required shall prepare and present a Suffolk County documentation will disqualify the Contractor Payment Voucher,which shall.be documented by from any further County contracts. sufficient,competent and evidential matter Each Suffolk County Payment Voucher submitted for C. Payment by County payment is subject to Audit at any time during the Term or any extension thereof. This Payment by the County shall be made within provision shall survive expiration or termination arty (30) days after approval of the Suffolk of this Contract for a period of not less than seven County Payment Voucher by the Comptroller (7) years, and access to records shall be as set forth in paragraph 25 of Article III, and d. Budget Modification j paragraph 4(b)of Article V. � i.) The parties shall use the Contract b. Voucher Documentation Budget Modification Request form ("Budget Modification") for revisions The Suffolk County Payment Voucher shall list to the Budget and Services not all information regarding the Services and other involving an increase to the total cost items for which expenditures have been or will be of the Contract. If the Contractor is made in accordance with the Contract. Either seeking such a modification, the upon execution of the Contract (for the Services Contractor shall contact the Department already rendered and expenditures already made), to receive the form and enter the i or not more than thirty (30) days after the required information. When the expenditures were made,and in no event after the County and the Contractor agree as to 31' day of January following the end of each such revisions,the Contractor shall sign year of the Contract, the Contractor shall furnish the Budget Modification form and the County with detailed documentation in return it to the County for execution support of the payment for the Services or along with any other documentation the Department may require. expenditures under the Contract e.g. dates of the Service, worksite locations, activities, hours ii.) Such request must be made in advance worked, pay rates and all program Budget categories. The Suffolk County Payment of incurring any expenditure for which Voucher shall include time records, certified by the revision is needed. the Contractor 8 true and accurate, of all iii,) Upon complete execution of the Budget personnel for whom expenditures are claimed Modification form, the County shall during the period. Time and attendance records of a Contractor's Director/Executive rector return a copy to the Contractor. The Di shall be certified by the Chairperson,President or revision shall not effective until the other designated member of the Board of Budget Modification is completely Directors of the Contractor and shall be executed. maintained by the Contractor for audit. All Suffolk County Payment Vouchers must bear a iv.) The Budget Modification form may be signature as that term is defined pursuant to New submitted only twice per calendar year York State General Construction Law §46 by and may only.submitted prior to duly authorized persons,and certification of such November 15 off that year authorization with certified specimen signatures thereon must be filed with the County by a e. Budget and/or Services Revisions Contractor official empowered to sign the i.) The parties shall use the Contract Contract. Disbursements made by the Contractor in FormBudg (Budget/ Revision Approval + accordance with the Contract and submitted for Form (Budget/Services Revisions) for reimbursement must be documented and must revisions to the Budget and Services comply with accounting procedures as set forth involving any change.to the total cost of the Contract due to a resolution of 21 of 28 pages ARTICLE V i Law No. 21-ED-131 Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. the Legislature, changes to the Contractor and the terms and County's adopted annual budget,or for conditions under which such any other reason necessitating revisions reimbursement shall be paid. to the Budget or Services. ii.) When the County and the Contractor C. The County may, during the Term, impose a agree as to such revisions, the Budget Deficiency Plan. In the event that a Department will enter the information Budget Deficiency Plan is imposed, the County into the Budget/Services Revisions shall promptly notify the Contractor in writing of form and send it to the Contractor for the terms and conditions thereof, which shall be signature.The Contractor shall return it deemed incorporated in and made a part of the to the County for execution along with Contract, and the Contractor shall implement any other documentation the those terms and conditions in no less than Department may require. fourteen(14)days. iii.) Upon complete execution of the form 3. Personnel Salaries, Pension and Employee Benefit by the parties,the County shall return.a Plans,Rules and Procedures' copy to the Contractor The revision a. Upon request, the Contractor shall submit to the shall not be effective until the Budget /Services Revisions is completely County a current copy,certified by the Contractor as true and accurate,of its executed. f. Taxes i.) salary scale for all positions listed in the Budget; The charges payable to the Contractor under the ii.) personnel rules and procedures; 'Contract are exclusive of federal, state, and local taxes, the County being a municipality exempt iii.) pension plan and any other employee from payment of such taxes. benefit plans or arrangements. g. Final Voucher b. The Contractor shall not be entitled to reimbursement for costs under any pension or - The acceptance by the Contractor of payment of benefit plan the Comptroller deems commercially all billings made on the final approved Suffolk unreasonable. County Payment Voucher shall operate as and shall be a release of the County from all claims C. Notwithstanding anything in this paragraph 3 of by the Contractor through the date of the this Article V, the County shall not be limited in Voucher. requesting such additional financial information it deems reasonable. 2. Subject to Appropriation of Fund`s 4. Accounting Procedures a. The Contract is subject to the amount of funds appropriated each fiscal year and any subsequent a. The Contractor shall maintain accounts, books, modifications thereof by the County Legislature, records, documents, other evidence, and accounting and no liability shall be incurred by the County procedures and practices which sufficiently and beyond the amount of funds appropriated each properly reflect all direct and indirect costs of any fiscal year by the County Legislature for the nature expended in the performance of the Contract, Services. in accordance with generally accepted accounting principles and with rules, regulations and financial b. If the County fails to receive Federal or State directives, as may be promulgated by the Suffolk funds originally intended to pay for the Services, County Department of Audit and Control and the or to reimburse the County, in whole or in part, Department. The Contractor shall permit inspection for payments made for the Services, the County and audit of such accounts, books, records, shall have the sole and exclusive right to documents and other evidence by the Department and the Suffolk County Comptroller, or their i.) determine how to pay for the Services; representatives, as often as, in their judgment, such inspection is deemed necessary. Such right of ii.) determine future payments to the inspection and audit as set forth in subparagraph b. Contractor;and below shall exist during the Term and for a period of seven(7)years after expiration or termination of the iii.) determine what amounts, if any, are Contract. reimbursable to the County by the 22 of 28 pages ARTICLE V ! d Law No.21-ED-131 t: Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. b. The Contractor shall retain all accounts, books, including a balance sheet and statement of income records,and other documents relevant to the Contract and expenses, attested by the Auditor as fairly and for seven(7)years after final payment is made by the accurately reflecting the accounting records of the County Federal, State, and/or County auditors and Contractor in accordance with generally accepted any persons duly authorized by the County shall have accounting principles. The audited financial full access and the right'to examine any of said statements including respective Management Letters materials during said period. Such access is granted must be emailed to the Executive Director of notwithstanding any exemption from disclosure that Auditing Services at Audits0suffolk6ountyny_g2ov may be claimed for those records which are subject within thirty(30) days after completion of the audit, to nondisclosure, agreements, trade secrets and but in no event later than nine (9) months after-the commercial information or financial information that end of the Contractor's fiscal year,to which the audit is privileged or confidential. relates. The Contractor may solicit requests for proposals from a number of qualified accounting C. The Contractor shall utilize the accrual basis of firms and review carefully the costs of, and accounting and will submit all financial reports and qualifications for, this type of work before selecting claims based on this method of accounting during the the Auditor Term. b. The Auditor should be required to meet the following 5. 'Audit of Financial Statements minimum requirements: a. All payments made under the Contract are i.) a current license issued by the New subject to audit by the Comptroller pursuant to York State Education Department; Article V of the Suffolk County Charter The ii.) sufficient auditing experience in the Contractor further agrees that the Comptroller not-for-profit, governmental or profit- and the Department shall have access to and the making areas,as applicable;and right to examine, audit, excerpt, copy or transcribe any pertinent transactions or other iii.) a satisfactory peer review issued within record's relating to services under the Contract. If- not more than three (3) years prior to such an audit discloses overpayments by the the date when the Auditor was selected County to the Contractor, within thirty(30)days to conduct the audit. after the issuance of an official audit report by the C. The audit must be conducted in accordance with Comptroller or his duly designated generally accepted governmental auditing standards. representatives, the Contractor shall repay the Financial statements must clearly differentiate amount of such overpayment by check to the between County-funded programs and other order of the Suffolk County Comptroller or shall programs that the Contractor may be operating. The submit a proposed plan of repayment to the use of subsidiary schedules should be encouraged for Comptroller. If there is no response, or if this purpose. The Auditor must .also prepare a satisfactory repayments are not made,the County Management Letter based on the audit. may recoup overpayments from any amounts due or becoming due to the Contractor from the d. "Subrecipients" — Federally Funded Programs County under the Contract or otherwise. and Grants b. The provisions of this paragraph shall survive the i.) In the event the Contractor is a"Subrecipient"as expiration or termination of the Contract for a that term is defined in 2 CFR § 200.93 and the period of seven (7) years, and access to records Contractor expends seven hundred fifty thousand shall be as set forth in paragraph 25 of Article III, and paragraph 4(b)of Article V. ($750,000.00)dollars or more of Federal moneys, whether as a recipient expending awards received 6. Financial Statements and Audit Requirements directly from Federal awarding agencies or as a Contractor expending Federal awards received a. Notwithstanding any other reporting or certification from a pass-through entity such as New York requirements of Federal, State, or local authorities, State and/or Suffolk County, during any fiscal i the Contractor shall obtain the services of an year within which it receives funding under the independent licensed public accountant or certified Contract, the audit referred to under this public accountant (the "Auditor") to audit its paragraph 6 must be conducted and any the audit financial statements for each Contractor's "fiscal report must be in accordance with OMB year" in which the Contractor has received, or will Uniform Grant Guidance — 2 CFR Part 200 receive, three hundred thousand ($300,00000) ("Single Audit Report"). Single Audit Reports dollars or more from the County, whether under the must also be uploaded to the Federal Audit Contract or other agreements with the County, and Clearinghouse, to the extent required by the shall submit a report to the County on the overall OMB Uniform Grant Guidance referred to above. financial condition and operations of the Contractor, In addition, the Single Audit Report, respective 23 of 28 pages ARTICLE V I Law No.21-ED-131 Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. financial statements and any Management Letters a. Purchases, Rentals or Leases Requiring Prior must be submitted to the Department set forth on Approval page one of this Contract and emailed to the Executive Director of Auditing Services at Prior to placing any order to purchase, rent or subreciaientmonitoringna,suffolkcountyny.2ov lease any furniture,fixtures,or equipment valued within thirty (30) days after completion of the ' in excess of one thousand dollars($1,000 00)per audit, but in no event later than nine (9) months unit for which the Contractor will seek after the,end of the Contractor's fiscal year, to reimbursement from the.County, the Contractor which the audit relates. shall submit to the County a written request for approval to make such a proposed purchase, ii.) In the event the Contractor is a"Subrecipient"as rental or lease, with a list showing the quantity that term is defined in 2 CFR § 200.93 and the and description of each item,its intended location Contractor expends less than seven hundred fifty and use, estimated unit price or cost, and thousand ($750,000.00) dollars of Federal estimated total cost of the proposed order moneys,whether as a recipient expending awards Written approval of the County shall be required received directly from Federal awarding agencies before the Contractor may proceed with such or as a Contractor expending Federal awards proposed purchase, rental or lease of furniture, received from a pass-through entity such as New fixtures or equipment. All items purchased must York State and/or Suffolk. County, during any be new or like new unless specifically described fiscal year the Contractor must email a certified otherwise in the Budget. Exemption Letter, the form of which shall be provided by the Department, on the Contractor's b. Purchase Practices/Proprietary Interest- of Letterhead and a Schedule of Federal Funds County Expended to the respective County Department and the Executive Director of Auditing Services i.) The Contractor shall follow the general at subrecipientmonitorinena,suffolkcountnny.gov practices that are designed to obtain within thirty (30) days of the end of the furniture, fixtures, equipment, Contractor's fiscal year. The Schedule of Federal materials, or supplies at the most Funds Expended must include all Federal funding reasonable price or cost possible. received directly from the Federal government and all Federal funds passed through from the ii.) The County reserves the right to County and other pass-through entities. purchase or obtain furniture, fixtures, equipment, materials, or supplies for iii.) Subrecipients may include,but not necessarily be the Contractor in accordance with the limited to, not-for-profit organizations; units of programmatic needs of the Contract. If state government or a unit of local governments. the County exercises this right, the amount budgeted for the items 'so purchased or obtained by the County e'. Copies of any other audit reports including oversight for the Contractor shall not be available agency audits must be submitted'to the Department to the Contractor for any purpose set forth on page one of this Contract and emailed to whatsoever Title to any such items the Executive Director of Auditing Services at purchased or otherwise obtained by the Audits(@suffblkcouqjny.gov within thirty(30) days County for the programs encompassed after completion of the audit(s). by the Contract and entrusted to the Contractor,shalbremain in the County E The requirements set forth in this paragraph 6 shall not preclude the authorized representatives of the iii.) The County shall retain a proprietary County, the Comptroller, or Federal or State entities interest in all ,furniture, removable from conducting any other duly authorized audit(s) fixtures, equipment, materials, and of records and financial statements of the Contractor supplies purchased or obtained by the The Contractor shall make such records and financial Contractor and paid for or reimbursed statements available to authorized representatives of to the Contractor pursuant to the terms Federal, State and County government for that of the Contract or any prior agreement purpose. between the parties. g. The provisions of this paragraph 6 shall survive the iv.) The Contractor shall attach labels expiration or termination of the Contract. indicating the County's proprietary interest or title in all such property 7. Furniture,Fixtures,Equipment,Materials,Supplies C. County's Right to Take Title and Possession Upon the termination or expiration of the 24 of 28 pages ARTICLE V Law No.21-ED-131 r Agreement No. DT Revitalization: Matti tuck-Lau rel Civic Association IFMS No. Contract or any renewal thereof, the immediately send the County a detailed written discontinuance of the business of the Contractor, report thereon. the failure of the Contractor to comply with the terms of the Contract, the bankruptcy of the f. Disposition of Property in Contractor's Contractor, an assignment for the benefit of its Custody creditors, or the failure of the Contractor to satisfy any judgment against it within thirty (30) Upon termination of the County's funding of any days of filing of the judgment, the County shall of the Services covered by the Contract,or at any have the right to take title to and possession of all other time that the County may direct, the furniture, removable fixtures, equipment, Contractor shall make access available and render materials, and supplies and the same shall all necessary assistance for physical removal by thereupon become the property of the County the County or its designee of any or all furniture, without any claim for reimbursement on the part removable fixtures, equipment, materials or of the Contractor supplies in the Contractor's custody in which the County has a proprietary interest, in the same d. Inventory Records,Controls and Reports condition as such property was received by the Contractor, reasonable wear and tear excepted. The Contractor shall maintain proper and Any disposition, settlements or adjustments accurate inventory records and controls for all connected with such property shall be in such furniture,removable fixtures and equipment accordance with the rules and regulations of the acquired pursuant to the Contract and all prior County and the State of New York. agreements between the parties,if any. Three(3) months before the expiration date of the Contract, 8, Lease or Rental Agreements the Contractor shall make a physical count of all items of furniture, removable fixtures and If lease payments or rental costs are included in the Budget equipment in its custody, checking each item as an item of expense reimbursable by the County, the against the aforesaid inventory records. A report Contractor shall promptly submit to the County, upon setting forth the results of such physical count request,any lease or rental agreement. If during the Term, shall be prepared by the Contractor on a form or the Contractor shall enter into a lease or rental agreement, forms designated by the County, certified and or shall renew a lease or rental agreement, the Contractor signed by an authorized official of the Contractor, shall, prior to the execution thereof, submit such lease or and one(1)copy thereof shall be delivered to the rental agreement,.to the County for approval. 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 9. Statement of Other Contracts the Contract, the Contractor shall submit to the ) copies of the same report updated Prior to the execution of the Contract, the Contractor shall County six(6 to such date ) the Contract, certified and signed submit a Statement of Other Contracts to the County. If the by an authorized official of the Contractor,based Contract is amended during the Term, or if the County on a physical count of all items Contra furniture, exercises its option right,the Contractor shall submit a then removable fixtures and equipment on the current Statement of Other Contracts. aforesaid expiration date, and revised, if necessary, to include any inventory changes 10. Miscellaneous Fiscal Terms and Conditions during the last three(3)months of the Term. a. Limit of County's Obligations e. Protection of Property in Contractor's Custody The maximum amount to be paid by the County is set forth on the first page of the Contract. The Contractor shall maintain vigilance and take all reasonable precautions to protect the furniture, b. Duplicate Payment from Other Sources fixtures, equipment, material or supplies in its custody against damage or loss by fire, burglary, Payment by the County for the Services shall not theft, disappearance,vandalism, or misuse. In the duplicate payment received by the Contractor event of burglary, theft, vandalism, or from any other source. disappearance of any item of furniture, fixtures, equipment, material or supplies, the Contractor C. Funding Identification shall immediately notify the police and make a record thereof,including a record of the results of The Contractor shall promptly submit to the any investigation which may be made thereon. In County upon request, a schedule for all programs the event of loss of or damage to any item of funded by the County, itemizing for each such furniture, fixtures, equipment, materials, or program the sums received, their source and the supplies from any cause, the Contractor shall total program budget. 25 of 28 pages ARTICLE V Lav No. 21-ED-131 r Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. reason, the full amount of such funding is not d. Outside Funding for Non-County Funded made available to the County, the Contract may Activities be terminated in whole or in part, or the amount payable to the Contractor may be reduced at the Notwithstanding the foregoing provisions of the discretion of the County, provided that any such Contract, it is the intent of the County that the termination or reduction shall not apply to terms and conditions of the Contract shall not allowable costs incurred by the Contractor prior limit the Contractor from applying for and to such termination or reduction, and provided accepting outside grant awards or from providing that money has been appropriated for payment of additional educational activities/services which such costs. may result in the Contractor incurring additional g. Denial of Aid costs,as long as the following conditions are met: If a State or Federal government agency is i.) The County is not the Fund Source for funding the Contract and fails to approve aid in the additional services; reimbursement to the County for payments made ii.) Sufficient funding is available for or hereunder by the County to the Contractor for expenditures made during the Term because of can generated by the Contractor to any act,omission or negligence on the part of the coverr the cost incurred by the Contractor, then the County may deduct and Contractor to provide these additional withhold from any payment due to the Contractor services;and an amount equal to the reimbursement denied by iii.) If sufficient funding is not available or the state or federal government agency, and the cannot be generated, the County shall County's obligation to the Contractor shall be not be held liable for any of the reduced by any such amounts. In such an event, additional costs incurred by the if there should be a balance due to the County Contractor in furnishing such additional after it has made a final payment to the services. Contractor under the Contract,on demand by the County, the Contractor shall reimburse the iv.) Prior to scheduling any such additional County for the amount of the balance due the services on County-owned property, County, payable to the Suffolk County the Contractor shall obtain written Comptroller The provisions of this subparagraph County approval. The Contractor shall, shall survive the expiration or termination of the to the County's satisfaction,submit any Contract. documentation requested by the Department reflecting the change, and h. Budget identify the additional services to be provided and the source of funding that The Contractor expressly represents and agrees shall -be utilized to cover the that the Budget lists all revenue, expenditures, expenditures incurred by the Contractor personnel, personnel costs and/or all other in undertaking the additional services. relevant costs necessary to provide the Services. e. Potential Revenue i. Payment of Claims The Contractor shall actively seek and take Upon receipt of a Suffolk County Payment reasonable steps to secure all potential funding Voucher, the County, at its discretion, may pay from grants and contracts with other agencies for the Contractor during the Term, in advance, an programs funded by the County. amount not to exceed one sixth (1/6) of the maximum amount to be paid by the County set f. Payments Contingent upon State/Federal forth on the first page of the Contract. Funding j. Payments under the Contract may be subject to Payments Limited to Actual Net Expenditures and contingent upon continued funding by State The Contractor agrees that if, for any reason and/or Federal agencies. In the event payments whatsoever,the Contractor shall spend during the are subject to such funding no payment shall be Term for the purposes set forth in the Contract an made until the Contractor submits documentation amount less than, or receive amounts more than, in the manner and form as shall be required by provided in the Budget, the total cost of the State and/or Federal agency If late submission Contract shall be reduced to the net amount of of claims precludes the County from claiming actual Contractor expenditures made for such State or Federal reimbursement, such late claims purposes. The total amount to be paid by the by the Contractor shall not be paid by the County County shall not exceed the lesser of(i) actual subject to subparagraph g. below, if, for any net expenditures or (ii) the total cost of the 26 of 28 pages ARTICLE V Lav No.21-ED-131 Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. Contract on the cover page and in the Budget. Upon termination or expiration of the Contract,if P. Comptroller's Rules and Regulations the Contractor's total amount of allowable expenses is less than the total amount of the The Contractor shall comply with the payments made during the Term, the Contractor "Comptroller's Rules and Regulations for shall prepare a check payable to the Suffolk Consultant's Agreements" as promulgated by the County Comptroller for the difference between Department of Audit and Control of Suffolk the two amounts and submit such payment to the County and any amendments thereto during the County, along with the final Suffolk County Term of the Contract. The"Comptroller's Rules Payment Voucher. and Regulations for Consultant's Agreements" and "SOP A-07 Amendment 1" may be viewed L Travel, Conference, and Meeting Attendance: online at the County's website, SOP A-07 Amendment 1 SuffolkCountyny.gov; go to "Government," then "Comptroller,"then"Consultant's Agreements." Reimbursement to the Contractor for travel costs shall not exceed amounts allowed to County employees. All conferences that are partially or End of Text for Article V 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 in. Salary Increases No salary, wage, or other compensation for the Services shall be increased over the amount stated in the Budget without the prior written approval of the County n. Contractor Vacancies 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. 27 of 28 pages ARTICLE V Law No.21-ED-131 Agreement No. DT Revitalization: Mattituck-Laurel Civic Association IFMS No. Exhibits Exhibit 1 Suffolk County Legislative Resolution Exhibit 2 Easement with Schedules Exhibit 3 DR Project Summary and Budget Exhibit 4 Town of Southold Resolution Exhibit 5 Living Wage Exhibit 6 Union Certification- Exhibit 7 Lawful Hiring Exhibit 8 Statement of Other Contracts Exhibit 9 Suffolk STAT Key Performance Indicators, if applicable Remainder of Page Intentionally Left Blank 28 of 28 pages a , Intro. Res. No. 1775-2017 Laid on Table 9/6/2017 Introduced by Presiding Officer, on request of the County Executive RESOLUTION NO. 823 -2017, ALLOCATING AND APPROPRIATING FUNDS (PHASE XV) IN CONNECTION WITH THE DOWNTOWN REVITALIZATION PROGRAM (CP 6412) WHEREAS, the Suffolk County Downtown Citizens Advisory Panel has solicited applications requesting funding through Phase XV of the Suffolk County Downtown Revitalization Program CP 6412; and WHEREAS, the Panel evaluated the applications and ranked the submitted projects according to a merit based scoring system which includes points for: Leveraging of Additional Funds; Economic Impact, Reasonable Expectation of Completion; an Integral Part of Overall Downtown Improvement Plan and Proximity to the Downtown; and WHEREAS, as a result of the panel's systematic, detailed, and objective review and analysis, it hereby recommends that the projects referenced on the attached Exhibit"A" be approved; and WHEREAS, the 2017 Adopted Capital Program includes sufficient funds for Phase XV of the Downtown Revitalization Program; and WHEREAS, Resolution No. 471-1994 as revised by Resolution 461-2006, established the use of a priority ranking system implemented in the Adopted 2017 Capital Budget as the basis for funding Capital Projects such as this project; and WHEREAS, for each of the projects referenced in Exhibit "A" attached hereto, the applicable lead agency identified in such Exhibit "A" conducted a review of the applicable project pursuant to the New York State Environmental Quality Review Act, Article 8 of the Environmental Conservation Law and its implementing regulations at 6 N.Y.C.R.R. Part 617 (collectively referred to as "SEQRA"), which resulted either in (i) a determination that such project constituted a "Type II" action within the meaning of SEQRA and is therefore not subject to review thereunder, or (ii) the issuance by such lead agency of a Negative Declaration concluding such lead agency's SEQRA process (each a "Local Agency SEQRA Determination"); and WHEREAS, that this Legislature, by resolution of even date herewith, has authorized the issuance of$600,000 in Suffolk County Serial Bonds; now, therefore be it 1St RESOLVED, that this Legislature, based upon the materials submitted by the applicable applicant with respect to each of the projects referenced in Exhibit "A" attached hereto, including, but not limited to, a completed Environmental Assessment Form with respect to such project and the applicable Local Agency SEQRA Determination, hereby finds and determines that such projects (i) collectively constitute an Unlisted Action within the meaning of SEQRA, and (ii) do not pose a potential significant adverse environmental impact since the proposed actions individually and/or cumulatively do not exceed any of the criteria in 6 N.Y.C.R.R. Part 617.7 (C), which sets forth thresholds for determining the potential significant impacts on the environment , and hereby issues a Negative Declaration with respect to such projects pursuant to 6 N.Y.C.R.R. §§ 617.3(h)and 617.7; and be it further 2nd RESOLVED, that the allocation of $600,000 for Phase XV of the Downtown Revitalization Program CP 6412 provided for in the Adopted 2017 Capital Budget, and the awards as set forth on Exhibit "A" attached hereto and made a part hereof, are hereby approved; and be it further 3rd RESOLVED, that it is hereby determined that this project, with a priority ranking of thirty-eight (38), is eligible for approval in accordance with the provisions of Resolution No. 471-1994 as revised by Resolution 461-2006; and be it further 4th RESOLVED, that the proceeds of $600,000 in Serial Bonds be and they are hereby appropriated as follows: Proiect Number JC Proiect Title Amount 525-CAP-6412.323 35 Downtown Revitalization Program $600,000 (Fund 001-Debt Service) Phase XV DATED: October 3, 2017 APPROVED BY: /s/Dennis M. Cohen Chief Deputy County Executive of Suffolk County Date: October 11, 2017 2 EDP Downtown Exhibit A �l yisoryTi�fie'RdUn '15'Reedrhafen at o Iz i��FundS:Recomme'n'de'd�,.,��,�.I 51 6 y Proj ect!Description P, Holbrook Chamber of Town of Brookhaven Town of Brookhaven Installation of(6)antique lighting fixtures $28,785.00 Type 11 Action Commerce along Union Avenue in Holbrook. Medford Taxpayers and Town of Brookhaven Town of Brookhaven Installation of a six-post pavilion at Medford $10,000.00 Type 11 Action Civic Association Veterans Memorial Park. The Cold Spring Harbor Installation of a Rectangular Rapid Flashing Main Street Association Town of Huntington New York State Beacon(RRFB)illuminated warning system at $10,000.00 Type 11 Action existing crosswalk on Rte.25A. Greenlawn Civic - Installation of antique lighting fixtures and Association Town of Huntington Suffolk County brickwork on Broadway between Pulaski Rd. $64,434.00 Type 11 Action and Wyckoff St. Hampton Bays Construction of a comfort station in Good Unlisted Beautification Town of Southampton Town of Southampton Ground Park. $100,000.00 Action/Negative Association Declaration Mattituck-Laurel Civic Improvements to the Pike Street Municipal Unlisted Association/Town of Town of Southold Town of Southold Parking Lot including the addition of(14)new $60,180.00 Action/Negative Southold spaces. Declaration Brightwaters Downtown Improvements to the"Four Corners" Unlisted Revitalization Village of Brightwaters; Inc.Village of Downtown including street lights,pavers,new $48,710.00 Action/Negative Brightwaters handicap access ramps,sidewalk repairs and Committee Declaration planting of trees. Lindenhurst Chamber of incorporated Village of Improvements to the North Wellwood Ave. Commerce Lindenhurst Village of Lindenhurst Municipal Parking Lot and the Municipal $20,450.00 Type 11 Action Parking Lot on South 1st St. Greater Patchogue Incorporated Village of Create a pedestrian walkway in the Terry St. Unlisted Patchogue Inc.Village of Patchogue Parking Lot to connect Roe Walkway to Art $58,000.00 Action/Negative Chamber of Commerce Space. Declaration Upgrade public restrooms adjacent to the Port Jefferson Business Incorporated Village of Village of Port Jefferson Village Tennis Courts and Children's Park to be $49,000.00 Type 11 Action Improvement District Port Jefferson ADA compliant with the addition of(3)new restrooms. The Greater Village of Westhampton Village of West Installation of energy efficient LED decorative Unlisted Westhampton Chamber Beach Hampton Beach street lights along Main St.between Potunk La. $100,000.00 Action/Negative of Commerce and Beach Rd. Declaration Jamesport I Civic Town of Riverhead Town of Riverhead Installation of new LED street lights along Main $40,093.07 Type 11 Action St.in Jamesport. Total Requested $589,652.07 1 Exhibit 2 EASEMENT THIS INDENTURE, made this +h day of F u 20�e, between the Town of Southold, a municipal corporation of the State of New York having its principal place of business at 53095 Main Road PO Box 1179 Southold,NY 11971 (hereinafter referred to as "Grantor"); and the County of Suffolk, a municipal corporation of the State of New York with offices at Suffolk County Center, Center Drive, Riverhead,New York 11901 (hereinafter referred to as "Grantee"): WITNESSETH: WHEREAS, the Grantor covenants that it is seized of certain premises (the "Subject Premises") described in Schedule"A", attached hereto and made a part hereof, of which a Map or Survey is also attached hereto and made a part of hereof, as Schedule "B", and further the Grantor also covenants that it has good right and title to convey the Subject Premises; and WHEREAS,the Grantor desires to participate in the Grantee's Downtown Revitalization/Beautification and Renewal Program, which will consist of a joint project in which the Grantee shall agree, pursuant to an intermunicipal agreement between the Grantor and the Grantee, to assist in the financing of the construction of certain infrastructure improvements on land not owned by the Grantee; and WHEREAS, in conformity with the Grantee's Downtown Revitalization/ Beautification and Renewal Program, the Grantor is required to grant an easement to the Grantee, comprised of that portion of the Subject Premises upon which such infrastructure improvements will be built, along with the real property necessary to gain access to such infrastructure improvements; and WHEREAS,the Grantor desires to convey an easement, for the time period stipulated in paragraph 6 of this Indenture, on, over, across and in all or a portion of the Subject Premises to the Grantee, and its successors and assigns, for the purposes as set forth below: NOW, THEREFORE,the Grantor does hereby grant and convey unto the Grantee, and its successors and assigns, an easement on, over, across and in all or a portion of the Subject Premises (hereinafter referred to as the "Easement," described in Schedule "C", attached hereto and made a part hereof, of which a map or survey is also attached herein and made a part hereof as Schedule "D"). Said Easement herein granted includes the following rights and privileges: 1. The right and privilege, but not the obligation or duty, to ascertain site conditions and/or inspect, build, operate, maintain, remediate and gain access, as s , necessary, to the following infrastructure improvements (the "Infrastructure Improvements") at the Subject Premises without limitation, along with the real property necessary to gain access to such Infrastructure Improvements: A) improvements to the Pike Street Municipal Parking Lot including the addition of fourteen(14) new spaces pursuant to Suffolk County Resolution 823-2017. 2. Such right and privilege is for the purpose of protecting the Grantee's interest in this Easement only, and is not for the purpose of ensuring the safety of persons on or near the Subject Premises. 3. The right and privilege shall be deemed to include, but not be limited to, ingress and egress over the Subject Premises in order to accomplish the rights and privileges granted in paragraph 1 of this Easement; and 4. The right to clear and disturb, in any reasonable manner, form or way, without limitation,the Subject Premises to effectuate the terms of this Easement. TO HAVE AND TO HOLD,the rights and easements granted herein unto the Grantee, and its successors and assigns, and which shall run with the Subject Premises for the time period stipulated in paragraph 6 of this Easement, said Grantor and Grantee mutually agree and covenant as follows: 5. All Infrastructure Improvements as identified in paragraph 1 above, constructed by or on behalf of the Grantor, and its successors and assigns, upon the Easement, shall be and remain property of the Grantor, and its successors and assigns, until such time as this Easement is terminated. 6. a. This Easement shall commence upon its execution by the Grantor, and is deemed a condition precedent for the Grantee's participation in the funding of the Grantor's Infrastructure Improvements via the Grantee's issuance of its notes and/or bonds. b. This Easement shall terminate upon the condition precedent of written notice given by the Grantee to the Grantor, upon the occurrence of either of the following events: (i) That the subject notes and/or bonds issued to finance all or part of the costs of the Infrastructure Improvements are fully paid and retired. (ii) Upon full payment by the Grantor to the Grantee, of an amount comprised of the outstanding principal amount of the Grantee's notes and/or bonds issued to finance all or part of the cost of the Infrastructure Improvements, plus all of the Grantee's issuance costs, interest costs, redemption premiums, and penalties, if any, and administrative soft costs therefore, should there be any failure to comply with the terms and 2 � f d conditions of the Capital Project Agreement between the Grantor and the Grantee of even date herewith. 7. The Grantee shall have,the right of quiet enjoyment of said rights and easement. 8. The Grantee agrees to reasonably restore any Easement area(s) or other areas on the Subject Premises disturbed by the Grantee to a condition similar to that which existed prior to the disturbance. 9. The Grantor agrees that the terms, conditions, covenants, restrictions, and purposes of this Easement shall continue for the time period stipulated in paragraph 6 above, and the same shall be incorporated by reference in any subsequent deed or other legal instrument by which the Grantor divests itself of either the fee simple title to, or other possessory interest in the Subject Premises, or any portion thereof, specifically setting forth the date of this Easement and also the date that this Easement was recorded in the Suffolk County Clerk's Office, and the Liber and page thereof. 10. Except as set forth in paragraph 11 below, any rule of strict construction designed to limit the breadth of the restrictions in the use of the Easement shall not apply in the construction or interpretation of this Easement, and, this Easement shall be interpreted broadly to effectuate the purposes of this Easement as intended by the Grantor and Grantee. 11. The Grantor and Grantee acknowledge, agree and accept that this Easement shall be deemed to have been made pursuant to and in accordance with Suffolk County Legislative Resolution No. 808-1998 and the Rules and Regulations promulgated thereunder, and the Grantor shall be, and remain in compliance therewith. 12. Notwithstanding anything to the contrary, the Grantor, and its successors and assigns, agree that anyone who legally uses the Subject Premises, shall have the reasonable right to reasonably cross over the Easement, so long as the Grantee's rights, privileges and usage, as stipulated in this Easement, are not obstructed thereby. 13. The Grantor shall maintain the Easement in good repair at its sole cost and expense. 14. The Grantor shall, at its sole cost and expense, secure any and all permits or licenses which may be lawfully required by, and shall abide by all laws, rules, regulations and codes of, each and every municipality and/or department and/or agency, whether federal, state, or local,having jurisdiction in or over the Easement. 15. It is intended by the parties to this Indenture that the Easement is necessary for the issuance of bonds in connection with the Grantee's Downtown Revitalization/Beautification and Renewal Program and the Grantor's participation in such program, and is not intended to establish any liability to the Grantee regarding any construction, building or work performed at the Subject Premises. The Grantor agrees 3 U that it shall protect, indemnify and hold harmless the Grantee and its officers, officials, employees, contractors, agents and other persons from and against all liabilities, fines, i penalties, actions, damages, claims, demands,judgments, losses, costs, expenses, suits or actions and reasonable attorneys' fees, whatsoever, arising out of the acts, omissions or the negligence of the Grantor in connection with any construction, building and work performed at the Subject Premises, the use of the Subject Premises and this Easement. The Grantor shall defend the Grantee and its officers, officials, employees, contractors, agents and other persons in any claim and/or suit, including appeals, or at the Grantee's option, pay the Grantee reasonable attorneys' fees for defense of any such-suit arising out of the acts, omissions or negligence of the Grantor, its officers, officials, employees, subcontractors or agents, if any, in connection with any construction, building and work performed at the Subject Premises, the use of the Subject Premises and this Easement. 16. The Grantor represents and warrants that neither the Grantor nor any official, officer, or employee of Grantor, has offered or given any gratuity to any official, employee or agent of Grantee, Suffolk County,New York State or any political party with the purpose or intent of securing favorable treatment with respect to the awarding or amending of an agreement, or the making of any determinations with respect to the performance of an agreement, and that Grantor has read and is familiar with the provisions of Suffolk County Local Law Number 32-1980. 17. The Grantor, in compliance with Section 13 of the Lien Law, hereby covenants that the Grantor will receive the funding provided by the Grantee under the Grantee's Downtown Revitalization/Beautification and Renewal Program and will hold the right to receive such consideration as a trust fund to be applied first for the purpose of paying the cost of the improvements and will apply the same first to the payment of the cost of the improvements before using any part of the total of the same for any purpose. 18. This Easement shall run with the land and shall be binding upon the parties thereto, their heirs, distributees, executors, successors, and assigns for the time period set forth in paragraph 6 above. - Balance of page intentionally left blank - 4 J IN WITNESS WHEREOF, the Grantor and Grantee have duly executed this Easement as of the date first above written. Town of Southold County of ffollc By: �Q� By: Print Name: ScottA. Russell Print Name: Dennis M. Cohen Title: Supervisor Title: Chief Deputy eputCounty Executive 'd Date: s X 9 A Date: y lir Approved: Department of Economic Development & Planning By: o� Theresa Ward Deputy County Executive and Commissioner Date: Approved as to Form: Dennis M. Brown By: Valerie E. Smith Assistant County Attorney Date: 5 r , e. i ACKNOWLEDGEMENTS STATE OF NEW YORK) SS: COUNTY OF SUFFOLK} On the day of in the year OW t before me,the undersigned, personally appeared (Zjss'�Q� , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument,the individuals(s), or the person upon behalf of which the individual(s) acted, executed the instrument. (§Tgilature and office of individual taking acknowledgement) LAUREN M. STANDISH Notary Public. State of New York No.01 ST6164008 Qualified in Suffolk County Commission Expires April 9,2019 STATE OF NEW YORK} SS: COUNTY OF SUFFOLK) On the ZO day of in the year 200 before me,the undersigned, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individuals(s), or the person upon behalf of which the individual(s) acted, executed the instrument. ERIN K. LIPANI NOTARY PUBLIC-STATE OF NEW YORK _ No. 01L16240218 Qualified In Suffolk County My Cnmmission Expires May 02, 201 (SignatuA and office of indi dual taking acknowledgement) 6 PROJECT SUMMARY i Suffolk County Department of Economic Development and Planning Downtown Revitalization Round 15 TownNillage: Town of Southold TownNillage Federal ID#: 11-6001939 TownNillage Address: 53095 Route 25, PO Box 1179,Southold,NY 11971 Contact Person: Denis Noncarrow Phone: 631-765-5806 Fax:631-765-1823 Email:den isn@southoldtownny gov Applicant: Mattituck-Laurel Civic Association Location of Project: 630 Pike Street, Mattituck, NY Property Owner: Town of Southold Description of Project: (Please make sure project reflects project description as awarded.) To improve and re-design parking lot to add 14 new spaces and include new drainage, repave and add new curbing and sidewalks. Estimated cost of this project$76,180 County Allocated Funds for this project: $ 60,180 TownNillage Leveraged Funds for this project: $ 16,000 Detailed Budget for County Allocated Funds Budget Line Quanti1y Unit Cost Total Equipment Item 1: $ $000 Item 2: $ $000 Item 3: $ $0.00 Item 4: $ $000 Item 5: $ $000 Supplies Item 1: $ $000 Item 2: $ $000 Item 3: $ $0.00 Item 4: $ $000 Item 5: $ $000 Contracted Services Item 1: remove old concrete and asphalt 1 $3,00000 $3,000.00 Item 2: concrete curbing, sidewalk and apron 1 $20,380 00 $20,380.00 Item 3: asphalt overlay and striping 1 $36,80000 $36,80000 Item 4: $ $000 Item 5: $ $000 Total Round 15 Grant Award $60,180.00 Revised 12.6.2017 EXHIBIT 3 PROGIiAM BUDGET EXPLANTION OF COSTS Suffolk County Department of Economic Development and Planning Downtown Revitalization Round 15 I. -EQUIPMENT: Identify the items to be purchased along with costs. II. SUPPLIES: Identify supplies to be purchased, itemize costs and explain relevance to the project. III. CONTRACTED SERVICES: Describe the activity or service and its relevance to the approved project. Milling of asphalt pavement, approximately 350 tons overlay, installation of approximately 100 LF concrete curbing, install 1000 SF sidewalk All work will be done by contracted services Revised 12.62017 EXHIBIT 3 x _ RECEIVED j° Gy APR 1 3 2018 N 2 %;56 ® �� 1 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: April 12, 2018 Subject: Agreement between Town of Southold and County of Suffolk- Downtown Revitalization Pike Street 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: Accounting