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HomeMy WebLinkAboutSC Office for the Aging - Nutrition Program RECEIVED JUL 1 7 2018 ' r Southold Town Cleric 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: July 17, 2018 Subject: Agreement between Town of Southold and Suffolk County Office of the Aging IIIC Nutrition Programs 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 *', ` -�Rev. 11%2'1%2017,; Law No. ZZ—nh— oZ® IFMS No.00000009018 - ' CFDA/Subrecipient Line Item/omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 Contract This Contract("the Contract")is between the County of Suffolk("the County"),a municipal corporation of the State of New York, acting through its duly constituted Office for the Aging("the Department"), located at the H. Lee Dennison Building—3`d Floor, 100 Veterans Memorial Highway,Hauppauge,New York(Mailing address:P.O.Box 6100, Hauppauge,New'York 11788-0099); and Town of Southold("the Contractor"), a New York municipal corporation,having an address at 53095 Main Road, P.O.Box 1179, Southold,New York 11971. The Contractor has been designated to receive funds from the County for a Nutrition Program for the Elderly("the Services") as set forth in Article I, entitled"Description of Services." Term of the Contract: January 1,2018 through December 31,2018,with four(4)one(1)year options to renew at the County's discretion for the period of January 1, 2019 through December 31,2019(option'one);January 1,2020 through December 31,2020 (option 2);January 1,2021 through December 31,2021 (option 3);January 1,2022 through December 31,2022(option 4)respectfully, on the same terms and conditions herein. Total Meals: Daily Congregate: Daily Home-Delivered Meals: 51—Not to Exceed 12,863 annually 101-Not to exceed 26,434 annually Not to Exceed$82,324.00 Annually Not to exceed$179,487.00 Annually Total Cost of the Contract: Shall not exceed$261,811.00, as set forth in Articles V and VI, attached. Terms and Conditions: Shall be as set forth in Articles I thru VI, attached hereto and made a part hereof and Contractor's Response to RFQ No NTRN2018 and associated addendum on file in the Department and which are incorporated herein as if the same were repeated herein in 1. In Witness Whereof,the parties hereto have executed the Contract a the latest date written below. Town of Southold County of Su lk By: By. � Dennis M. Cohen Scott A.Russell Town Supervisor Chief Deputy Cou ty Executive Fed. Taxpayer # 11-6001939 Date I7 Date S,,nn30 � Approved: sLo—�— A R USSP� hereby certifies under Department � �6 penalties of perjury that I am an officer of By: 2 I 1 j oujn 0,1� S0.k-kd kd\ ,that I have read and I am Holly S. odes-Teague to familiar with§A5-8 of Article V of the Suffolk County Code,and that �UIQh 04- CoC_4plolk, meets all irector,Office for the Aging requiremen o qualify for exemption thereunder. Reeom ded: Z�s7� Date f 36 By: Signature Michelle Belsky 6ate Approved as to Form: Food Service Supervisor Dennis M.Brown, Suffolk County By: Niranjanzi -et5Z Couuntyp tto y uraur- Assistant G'C 005,1625 Date r RECEIVED J U L 1 7 2018 1 of 53 pages Southold Town Clerk Y J Rev. 1°1/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 List of Articles Article I Description of Services 1. Conflicting Provisions 2. Federal CFDA Subrecipient Requirements 3. Services Article II Defmitions 1. Meanings of Terms 2. Elements of Interpretation Article III General Terms and Conditions 1. Contractor Responsibilities a. Duties and Obligations b. Qualifications, Licenses, and Professional Standards c. Notifications d. Documentation of Professional Standards e. Credentialing f. Engineering Certificate 2. Termination a. Thirty Days Termination b. Event of Default; Termination on Notice c. Termination Notice d. Duties upon Termination 3. Indemnification and Defense 4. Insurance 5. Independent Contractor 6. Severability 7. Merger;No Oral Changes 8. Set-Off Rights 9. Non-Discrimination in Services 10.Nonsectarian Declaration 11. Governing Law 12.No Waiver 13. Conflicts of Interest 14. Cooperation on Claims 15. Confidentiality 16. Assignment and Subcontracting 17. Changes to Contractor 18. No Intended Third Party Beneficiaries 19. Certification as to Relationships 2 of 53 pages C_ . Rev. 11/21/201-7; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 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 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 3 of 53 pages Rev. 1 1%21/2017,; Law No. IFMS No. 00000009018 j CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 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 Article VI Budget Exhibit 1 Subrecipient Contract Documentation 4 of 53 pages Rev.11/21%2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980;6776-3330-95230 lid Article I Description of Services Whereas,the Contractor has been identified in the 2018 Suffolk County Adopted Budget under the pseudo code as listed on page one of the Contract to perform the Services for the Department; and Whereas,the Services are provided pursuant to Title IHC-1 of the Older Americans Act and Nutrition Services Incentive Program,with a Catalog of Federal Assistance("CFDA")Number of 93.053 and CFDA Number of 93.045 (hereinafter"the Grant") information for which is set forth in Exhibit 1, entitled"Subrecipient Contract Documentation;"and Whereas, the County issued a Request for Qualifications ("RFQ") on November 9, 2017; and Whereas,the Contractor submitted a proposal in response to such RFQ; and Whereas,the County has selected the Contractor to provide the.services as set forth herein; Now therefore, in consideration of the mutual provisions and covenants hereafter set forth,the parties hereto agree as follows: 1. Conflicting Provisions In the event of any conflict between this Article I and any other provision to this Contract, such other provision shall prevail unless it is expressly stated that this Article I shall prevail. 2. Federal CFDA Subrecipient Requirements a. The Contractor shall provide the Services in accordance with this Article I and the Grant Contract. b. For the purposes of this Contract,the Contractor is a"Subrecipient"as that term is defined in Section 200.93 of Title 2 of the Code of Federal Regulations ("CFR"). All provisions applicable to Subrecipients in Part 200 of Title 2 of the CFR, entitled"Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards" shall apply to the Contractor. _ C. To the extent that this Contract is funded, in whole or part with Federal funds, or mandated by Federal laws,(i)the provisions of the Contract that conflict with Federal rules,Federal regulations or Federal program specific requirements shall not apply,and(ii)the Contractor shall comply with all applicable Federal rules, regulations and program specific requirements, including, but not necessarily limited to, those provisions set forth in Part 200 of Title 2 of the Code of Federal Regulations, entitled "Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," as may be amended. 5 of 53 pages ARTICLE I • Rev. 11/21/2017; Law No. IFMS No. 00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 3. General Description of Services The Contractor shall provide a Nutrition Program for the Elderly to improve, maintain or delay the decline in the nutritional status of persons sixty(60)years of age and older and help them to remain independent in their own homes and communities, as more specifically detailed in Contractor's Response to RFQ No. NTRN2018 and associated addendum on file in the Department and which are incorporated herein as if the same were repeated herein in full. 4. Adherence to Regulations a. The Contractor must comply with the regulations and statutes applicable to the conduct of the Nutrition-Program for the Elderly contained in Title III of the Federal Older Americans Act(42 U.S.C.A. §3030e et seq.) as required by the United States Department of Health and Human Services, its Administration on Aging,the New York State Office,for the Aging, and/or New York Executive Law Article 19-J, 9 NYCRR Section 6654.10 and Section 6654.11. b. The Contractor and all of their subcontractors shall adhere to the terms of the Department's NYS Area Plan,to the extent that the program is a part thereof, and the Department agrees to make the NYS Area Plan available to the Contractor. C. The Contractor shall provide all nutrition services in conformity to New York State Office for the Aging requirements which are incorporated in the Suffolk County Office for the Aging Policy and Procedure Manuals (Appendices) and will adhere to the requirements of the Suffolk County Office for the Aging Technical Assistance Packet(see Appendices). d. The Contractor shall adhere to the program specifications as outlined on the Summary Sheet(s) for either Congregate Program or Home Delivered Programs as submitted for RFQ No. NTRN2018, which may be modified and is (are) attached and made part of the Contract. e. The Contractor shall adhere to the specifications as submitted in the Contractor's Response to Section IV—Technical Services for RFQ No. NTRN2018 and the Contractor's specifications for Targeting, Outreach and Equal Access, which are attached and made part of this Contract. f. 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 rules, regulations and requirements of law, including without limitation,the Americans with Disabilities Act, and the Technical Assistance Packet, receipt of a copy of which is acknowledged. 5. Caterer's Contract The Contractor shall provide a copy of the current caterer's contract if applicable. If the Contractor enters into subcontracts for the performance of work pursuant to this contract,the Contractor shall take full responsibility for the acts and omissions of its subcontractors. Nothing in the subcontract shall impair the rights of Suffolk County Office for the Aging under this contract or the Area Agency Plan as approved by New York State Office for the Aging. It shall be the responsibility of the Contractor to monitor and assess the activities performed under such subcontracts, and to ensure that these activities are provided in accordance with all applicable requirements contained in this contract and federal and state law. 6 of 53 pages ARTICLE I Rev. 11%21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 6. Applicable to All Programs a. In general, but without limitation,the Contractor shall be required to meet the criteria listed below: i. There is no means test for services funded under this program. The term"means test"is defined as an eligibility determination for a program or services based upon an individual's or family's income and/or assets. ii. Each meal must provide a minimum of one-third(1/3) of the Dietary Reference Intakes ("DRI") for the sixty(60)-plus age group as established by the Food and Nutrition Board of the National Academy of Sciences,National Research Council with menus developed under the supervision of, and approved by,the Department on a(6) six-week cycle. Special low salt and basic diabetic diets must be provided to those clients requiring such upon physician's order. The meal pattern and the amounts must follow those set forth by the New York State Office for the Aging. All aspects of food preparation and service must meet the standards of the Suffolk County Department of Health Services, e.g., safe temperature of food—hot entree always served at a minimum of 140°F, salad and other cold items served at 41'F or below. There shall be no more than two (2)hours between the time of completion of cooking and the beginning of serving for foods which need to be held at temperatures above 140 degrees F. For home-delivered meals,this applies to the last meal served on the route. iii. The Contractor's preparation site where the food is prepared,processed, and/or packaged must meet Suffolk County Department of Health Services and/or State Department of Health regulations. Consistent with these regulations, all food handlers who prepare or work with food must have a Food Manager's Certificate. Periodic physical examinations may be required. Further,the Contractor shall assure that such employees observe good habits of personal hygiene. The Contractor must provide the Department with a copy of the most recent Suffolk County Department of Health Services Food Establishment Inspection Report, and any subsequent reports issued during the term of the Contract. The Contractor must provide evidence that any violations cited on said report have been corrected and that the preparation site remains in compliance with Suffolk County Department of Health Services and/or State Department of Health regulations. iv. The nutrition site shall be open as stated on the Summary Sheet, which is attached and made part of this Contract; fully staffed, during regular business hours based on local need and available funding. Holiday schedules are to be posted one month in advance at the nutrition site. The Contractor shall submit copies of all holiday schedules and staff vacations to the Department. V. The Contractor shall cooperate with and accept direction from the Department's staff. vi. All nutrition programs which cook on site must hold a complete sample of each day's meal(s), including all components except milk and bread, in the refrigerator for five (5) days for testing purposes. All nutrition programs which serve catered meals must hold a complete sample of each day's meal(s), including all components except milk and bread, if possible, or hold three (3)tablespoons of each meal component, in the refrigerator for five (5) days for testing purposes. 7 of 53 pages ARTICLE I Rev.11121/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 vii. All congregate sites will develop and maintain emergency plans for weather and ` evacuation. A copy of the plan will be submitted to the Department at least annually and in the event of modifications to the plans. viii. The County will not reimburse for meals ordered by the Contractor from a caterer who is directly paid by the County in instances where those meals are not served or verified as eligible. The cost of those unserved meals will be deducted from the Contractor's voucher for the month in which they were ordered but not served or verified. b. Specifications for Congregate Meal Programs i. Persons sixty(60)years of age or older or who are the spouse of an eligible individual regardless of age are eligible to participate in the congregate program. Congregate meals may be available to handicapped or disabled persons under sixty(60)years of age who reside with eligible congregate participants. The standardized National Aging Program Information System(NAPIS) Client Registration Form(see also Policy&Procedure Manual) or New York State (NYS) Short Form must be completed for all participants annually, or more frequently if the client's circumstances change. ii. The Contractor must provide participant transportation as needed and supportive services as appropriate to the needs and abilities of each participant. Supportive services include nutrition education, information and referral, outreach,public information,recreation, shopping assistance, socialization and volunteer activities. Nutrition education and training must include speakers and/or presentations. Flyers and hand-outs by themselves are not considered nutrition education. iii. When viewed as a whole,transportation services must be accessible to people with disabilities as required by the Americans with Disabilities Act of 1990 (P.L. 101-336) and the regulations thereunder(49 CFR part 37). iv. The Contractor must abide by standards set forth under both Section 504 of the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990 (P.L. 101- 336) and the regulations thereunder(28 CFR Parts 35 and 36)which require that all programs and facilities(buildings,restrooms, etc.)must be accessible to the handicapped. V. The site manager shall work closely with the Department's staff and other local agency staff to provide a full array of supportive services for participants. C. Specifications for Home-Delivered Meal Programs i. Eligibility must be determined prior to the delivery of service by using the standardized Comprehensive Assessment Tool (COMPASS—Form) (see also Policy&Procedures Manual—Appendices). Each client receiving home-delivered meals must meet the eligibility criteria. A care plan shall be developed within six (6)working days of the completion of the assessment. • Applicant must be physically and/or mentally unable to prepare or provide for his/her own nutritional needs, and be unable to attend a congregate nutrition site, and have no alternatives through which his/her nutritional needs can be met without hospitalization or institutionalization. • Applicant must be sixty(60) or over, or a resident spouse of a participant who is eligible and is receiving home-delivered meals. 8 of 53 pages ARTICLE I I 21ZZ)I.LUV sa2ud £S 30 6 •uiuiBoad oill of sootnaas uoilt,laodsut,il Ouisuaioap Inoipya pogstldui000t,aq Isnui sSuiloom osaill oT uoilulaodsut,zZ •fiolt,puuui si suoissas Oumm put, SOUITaauz �siaot,ut,ui alts it, sioOm ui alts Xq oout,puouV •o IuauilaudaQ oig Xq polsonbai st,fuaiit,tl put,sOutlaaui puout, Ituus 3juTS umaoad -q •somTtpuodxo put, suuoj Ouiliodoi Ilt,jo uoissiuzgns jo ssouiloiull put,Xot,mom amsua put, `ooinaas Iurpt,aill puu luou4sudaQ oill wom4oq uostutl su Tot, `ooinaas oTpjo uoiloaup puu uoiTt,luomolduu aodoad amsua lltm aauBisop sli ao aolou4uoD au.L uolot,aluo0 aill jo,ilijtgtsuodsaa aill oq Ilton ami2oid siLll jo uoilt,xTstutuipt,Ilt,xan0 'u uollt,alsTuiwPv 'L •(slunuuN amp000zd W Aotiod aas)IuouiwdaQ aill uio4 alqultt,nt, si smolt pooj palsa22ns jo Isif v •soiouagaamo polt,laa gjuom.ioj noX t,aolM4 algt,lrent, opt,ui aq pinoils pooj algt,ls jIails jo�Iddns Aouaoaauio ue `uoilippt,UI •A3ua0aauia aaillt,Om.io Aptlou sill oiojaq Ap ssouisnq Isul ails PaianilaP oq Isnui put,pauuuo ao uozozj oq gtui slt,aui Xoua2.iauia/Xtptloil ail,I, •fiupaloom u uo Ilej Iuill satoua�aauia aaillt,ann ao/put,sAIptloil asoill aoJ It,aui t,aptnoid hugs aolot,aluoD ails •n •aoinias still ut popnloui oq Isnuz uoilt,onpo put,Ouilosunoo IuuoilulnM quouissosst,It,nptniput 0111 fiq pauiuualap aq Ilton saoiA.ias anilioddns oipjo Souanbaij ails •spaau oUloods jail jo siil oI 2uipioom Iuailo punogauiog aul of sooinzas anilzoddns aptnozd Isnui iolot,iluoD ails •ni •sluoilo agl of luos oq phots `olgtsuaj put, algtssod aanauai M `snuoW •posuilomd oq Isnui uolitpuno3 uoilt,liuuS It,uoilt,M aul gig panoaddt,luauidmba `Aianilap ui samlt,iaduial pooh a�t,s utwMtui of Jopzo uI Papuouna000j aie saauiuluoo algt,lt,as pauoiliaat,d`algt,sodsiQ •saotnaaS uTivaH jo luouilaudaQ,flunoD}IIojjnS aill jo spiupuels oip loam Isom sluaui jo.2uiSmjoud oil •tit •palolduioo Buioq luauissassu uu of ioud panics sluam zoi iuouiosmquiiaz Jo ssol u ui Ilnsai pinoo Xoilod std illinn,ilduioo of amltt,3 sXt,p(S)ani uiilltnn palalduioo aq Isnui Iuauissasst,ut, `aout,lsui still uj *VVJODS uioJJ Ienoiddt, qj An Tuauissossu pololduioo cul of ioud pomos aq Aw Itoiu u `suotlunits Xouagaauio uI •panzas (s)lt,aui of aoud palalduioo oq.LSl1W Iuailo oip aoj luauissossu uu pouiuuolap uaaq suit f4iitgt0i1o oou0 it •Ilt,o ouo-ldalal u io Iisin auioil u jo uuoj ails ui TouTuoo ipuom-xis (9)t, a}It,ui oslu iltnn iolou4uoD oiq jL •pouad illuoui-anlannl (Z I)iloua ui oouo Isual It,uuip/illuonbaij ssol aout,isui ou ui Inq`uoilenlis s juailo goua uo posuq slumolui alt,tzdoiddu It,possosst,ai oq Isom sluaui poianilap-auioq BuiAiaoai luatlo goug •uivaSoid IuQW pazanilaQ auioH oip Xq pogstlqulso suoiloiulsui aill of Buipz000t, slt,aui pazantlap-auioil jo uoildumsuoo.ioj,ijiltgtsuodsaz Idaoou of alqu aq Isnui lueoilddV •Iut,otlddu cul ioj sluom alt,nbapt,Xlluuoiltzlnu aptnoid of 2uiIItm Put, algt,duo act, oqm uom oit,ipauiuzi cul ui `suosiod jogjo jo `Xltuiuj ou anuq Isnm luuoilddV quuotlddu cul ioj sluoui alt,nbapt,XIlt,uoiTulnu aptnoad of algt,un si oqm luaptsaz jo osnods t,illtnn io auolu anal Isom luuoilddV •ojjS uotltalnN aqj Aq panics um Aianilap pasodozd ao pailstlqulsa un llyA puu?Ilo3jnS jo f4unoD oqj ui optsaa Isnui luuoilddV 0£ZS6-0£££-9LL9 '086V-LLL91tLL91L6L9106L9-I00 ;ueif) sngiumo/ma;I auiZ;uaidiaaagnS/,rQgD 81060000000*ON SWal *O.K burl !LTOVIZ/11 'nag • Rev. W21%2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 8. Contractor's Staff a. The Contractor agrees to employ adequate numbers of qualified staff and supervisory personnel to meet all the specifications and responsibilities of the program in an orderly, punctualand reliable manner and to assure the health, safety, and welfare of participants. Personnel involved in all aspects of food handling and preparation are to be in good health and trained to ensure the safety standards of the food prepared and served. A full-time manager/supervisor will direct and coordinate the daily operations. All meetings and trainings required by the County are to be attended by the appropriate staff. The Contractor will have on file with the Department the procedures to be followed by workers and other staff in case of emergency. b. The County shall have the right to prior approval of the filling of any site manager position and the home-delivered meal assessor,and shall be advised by the Contractor of the duties and compensation of all personnel assigned to the Nutrition Program for the Elderly. 9. Coordination The Contractor must coordinate the delivery of services with other providers and organizations to provide the most suitable outcomes and minimize possible duplication of effort. In order to accomplish this,the Contractor will undertake activities such as, but not limited to,participation in inter-agency meetings, coordination of referrals and follow-ups with other local service providers, entering into agreements with other organizations for joint efforts and/or funding, centralized assessment and maintaining up-to-date resource materials both within and outside the Contractor's organization. 10. Targeting and Outreach a. The Contractor, to the extent it has discretion regarding to whom it will provide services, must give preference to providing services to those unserved and underserved older adults in greatest social or economic need particularly those older adults who are: low-income, low-income minorities, individuals with limited English proficiency,rural residents,Native Americans, institutionalized or those at risk for institutionalization, individuals with Alzheimer's and related disorders, individuals with disabilities, caregivers of individuals with Alzheimer's related disorders and individuals with disabilities,minorities, frail, vulnerable, LGBT and homebound, in accordance with their need for such services and to meet the specific objectives established by the Department within the PSA(OAA §305 (a)(2)(E)). The term"greatest economic'need"is defined as the need resulting from an income at or below the poverty levels as established annually by the U.S. Office of Management and Budget. The term "greatest social need" refers to the need caused by non-economic factors which include physical and mental disabilities, language barriers and cultural, social or geographical isolation including isolation caused by racial or ethnic status that restricts an individual's ability to perform normal daily tasks or threatens the capacity of the individual to live independently(OAA §102 (23 and 24)). b. The Contractor agrees to concentrate the services on older adults in the targeted populations identified by the Department following the methods the Department has established for complying with the targeting requirements under the OAA and the Equal Access and Targeting Policy issued by the New York State Office for the Aging. Consistent with the OAA and NYS applicable regulations, including the following laws: the Older Americans Act(OAA), Title III of the Code of Federal Regulations,45 CFR 1321;the NYS Elder Law and relevant NYS regulations (Title 9, Subtitle Y of the New York State Code of Rules and Regulations); the Contractor's targeting goal is to substantially increase the numbers of older adults from targeted population groups (minority, low-income, frail, vulnerable). 10 of 53 pages ARTICLE I H Rev. 11/21%2017; Law No. IFMS No. 00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 C. The following target groups have been identified as having the greatest economic and social needs: minority, low-income, frail and vulnerable. i. Minority-persons of Black, Hispanic, Asian,Native American(American Indian), Alaska Native,Native Hawaiian or Other Pacific Islander origins. Persons whose origins are of Two (2) or More Races or who are identified as being in a racial category different from those above(other than white)may be included(see the Other Race or Two (2) or More Races categories, defined below). a) Black-refers to a person who has origins in any of the Black racial groups of Africa. This includes,for.example,persons who self-report as Black, African American, Kenyan,Nigerian, Haitian or other applicable identification. b) Hispanic (or Latino) -refers to a person of Cuban, Mexican,Puerto Rican, South or Central American, or other Spanish culture or origin regardless of race. Hispanic origin can be viewed as the heritage, nationality group, lineage, or country of birth of the person or the person's parents or ancestors before their arrival in the United States. People who identify their origin as Hispanic, Latino, or Spanish may be any race. c) Asian-refers to a person having origins in any of the original peoples of the Far East, Southeast Asia, or the Indian subcontinent, including, but not limited to, Cambodia, China, India, Japan, Korea, Malaysia, Pakistan,the Philippine Islands, Thailand, and Vietnam. d) American Indian or Alaska Native-refers to a person having origins in any of the original peoples of North and South America(including Central America) and who maintains tribal affiliation or community attachment. This category includes people who indicated their race(s) as "American Indian or Alaska Native"or reported their enrolled or principal tribe, such as Navajo, Blackfeet, Inupiat, Yup'ik, and/or Central American or South American Indian groups. e) Native Hawaiian or Other Pacific Islander-refers to a person having origins in any of the original peoples of Hawaii, Guam, Samoa, or other Pacific Islands. f) Other Race or Two (2) or More Races -this category includes persons who self- identify as multiracial, mixed, interracial, or a racial category other than white,not included in the descriptions above. ii. Low—Income - Persons with incomes at or below 100% (150%for WIN) of the poverty level. iii. Frail—Persons with one (1).or more functional deficits in the following areas: a) Physical functions; b) Mental functions; c) Activities of daily living(eating,bed/chair transfer, dressing, bathing,toiletry and continence); and/or, d) Instrumental activities of daily living(meal preparation, housekeeping, shopping, medications,telephone,travel, and money management). 11 of 53 pages ARTICLE I Rev. 11/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 Disabled—Any person who has a physical or mental impairment which substantially limits one (1) or more major life activities,has a record of such impairment, or is regarded as having such impairment. This includes alcoholism and drug addiction. iv. Vulnerable—Persons with a deficit of social resources,those who are isolated socially, linguistically or geographically, and/or those affected by other environmental conditions including the following: a) Language barriers; Limited English Proficiency- Individuals who do not speak English as their primary language and who have a limited ability to read,write, speak, or understand English may be limited English proficient, and may be eligible to receive language assistance with respect to a particular type of service, benefit, or encounter. b) Rural residence; c) Persons with disabilities; d) Institutionalized or at risk of institutionalization; e) Lesbian, gay, bisexual,transgender(LGBT) older adults; f) Low literacy; g) Older adult caregivers of children with developmental disabilities, mental illness, or other disabilities requiring a caretaker(e.g., traumatic brain injury); h) Homebound; and, i) Alzheimer's or other Dementia. d. In order to comply with Targeting requirements,the Contractor must employ Outreach Strategies which may include,but are not limited to, locating target populations using Census or other resource data, translated printed materials, location of services in catchment areas for targeted populations,publicity to community-based groups, and minority staff/volunteers. 11. Equal Access a. The Contractor shall comply with requirements for equal access including language accessibility, nondiscrimination and concentration of services on target populations. b. The Contractor shall provide maximum accessibility to those older adults in greatest economic or social need, and new sites shall be free from architectural barriers that limit participation of disabled older individuals (NYS regulations, Title 9, Subtitle Y, §6652.2 (1) and Section 504 of the Rehabilitation Act of 1973). Accessibility requirements include provision of services and assistive devices (including assistive technology services and devices) designed to meet the unique needs of older individuals who are disabled, and of older individuals who provide uncompensated care to their adult children with disabilities. Providers must ensure that communications with individuals with disabilities are as effective as communications with others (ADA, 28 CFR 35.160-35.164). For example, auxiliary aids and services may include: • For individuals who are deaf or hard of hearing: qualified interpreters, note takers, computer-aided transcription services,written materials,telephone handset amplifiers, assistive listening systems,telephones compatible with hearing aids, closed caption decoders, open and closed captioning,telecommunications devices for deaf persons (TDDs), videotext displays, and exchange of written notes. 12 of 53 pages ARTICLE I Rev. AV21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 • For individuals with vision impairments: qualified readers,taped texts, audio recordings, Brailed materials, large print materials, and assistance in locating items. • For individuals with speech impairments: TDDs, computer terminals, speech synthesizers, and communication boards. C. Additionally, consistent with the Civil Rights Act of 1964, Title VI, the Title VI regulations, federal Executive Order 13166, and the NYS Human Rights Law, all subcontractors are required by law to take reasonable steps to provide meaningful access to Limited English Proficient persons. All aging services providers are obligated to provide reasonable,timely, and appropriate language assistance to the limited English proficiency(LEP)populations each serves. Mandated Action: The Contractor shall,at a minimum,maintain a telephonic interpretation service contract or similar community arrangement with a language interpretation services provider of their choice. The Contractor's staff for this program with public contact must be aware of,and trained in,the timely and appropriate use of these language services. The Contractor shall also ensure that LEP persons are informed of the availability of language assistance,free of charge,by providing written notice in languages LEP persons will understand at service locations. 12. Reporting Requirements a. For reports required for this fee-for-service Contract, one (1)unit of service is equal to one(1) meal. For Nutrition Education, each participant of a group or individual session receives one(1) unit of service. For Transportation, one(1)unit of service is each one way trip per person. b. The following forms and reports are required by the County to meet the standards of the Nutrition program: i. Monthly Program Reports Copies of the participant daily sign-in sheets must be received in the Department by the eighth(8th) day following month's end. The units of service/unduplicated count report, including targeting results, is due the eighth(8th) day following month's end. The activity report is due one (1)week prior to the month reported. Menu forms are due four(4)weeks prior to the serving cycle. ii. Monthly Fiscal Reports Suffolk County Office for the Aging Forms NPAG 2 (congregate),NPAG 3 (home- delivered),NPAG 4 and NPAG 5 are due the eighth(8th) day following month's end. NPAG 4 and 5 are to be signed in ink by the site manager where indicated. The forms listed above are found in the Policy and Procedure Manual (see Appendices). iii. Demographics The Contractor must at a minimum determine and maintain the following specific type of demographic information for each individual receiving services: • Name. • Sex. 13 of 53 pages ARTICLE I Rev. 11/2'1/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 • Age. • Disabled/Frail. • Vulnerable. • Lives Alone. • Low-income—The need resulting from an income level at or below the poverty threshold, as established by the Bureau of the Census, and updated annually as follows: Size of Family Unit 100 % of Poverty Threshold 150 % of Poverty Threshold 185 % of Poverty Threshold 1 $12,140/year $18,210/year $22,459/year 2 $16,460/year $24,690/year $30,451/year • Minority. • Low-income Minority—Those minority persons whose income is at or below the poverty threshold. C. Electronic Reporting i. The Contractor shall maintain electronic records on all program participants using the most currently approved form provided by the Department and compliant with State and Federal reporting requirements. Data for all participants must be updated monthly. ii. In order to comply with electronic reporting requirements,the Contractor must have adequate computer equipment and software available to support the approved form. iii. NAPIS required registration must be completed for all congregate and home-delivered meal participants. The congregate NY Short Form or NAPIS Client Registration Form and home delivered NY Comprehensive AFM form or subsequent approved assessment tool(s)must be entered electronically in Peer Place or in subsequent County approved computer systems. All participant data must be entered completely by the twelfth(12th) of each month for the previous month's data. ;iv. Home-delivered meal participants must have eligibility determined 1)prior to the delivery of service using the NAPIS required NY Comprehensive AFM form or subsequent approved assessment tool, or 2) in cases where there is a documented emergency; the assessment must be done within five(5) working days of service delivery. The Contractor shall contact the Department's Nutrition Unit of any occurrence whereby the assessment is not completed under 1) or 2) above. Each participant receiving home-delivered meals must be reassessed at appropriate intervals based on each participant's situation, but in no instance less frequently than at least once in each(12)twelve-month period. The Contractor will also make a(6) six-month contact in the form of a home visit or a telephone call. The assessment and subsequent reassessments must be entered electronically and completed by the twelfth(12th) of each month for the previous month's data. 14 of 53 pages ARTICLE I Rev. 11/2112017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 13. Incident Reporting a. The Contractor agrees to provide the Department with reports of all instances of claims,costs, damages,and injuries to persons or property of whatsoever kind arising out of services provided under this Contract. All such notifications should be given to the Department immediately after the incident, if possible,but in no case longer than five(5)days after the incident. The Contractor further agrees to send the Department copies of all"notices of claim"or any other papers relating to litigation it receives relating to the program covered under this Contract. b. The Contractor will report at least verbally to the Department,within twenty-four(24)hours any incidents involving the client,whether the incident requires medical attention or not. A written follow up of such incident shall be sent to the Department within five (5)days of occurrence. The Contractor will report any circumstances outside normal events that affect the well-being of the client, including deteriorating conditions and significant changes that might lead to unsafe conditions for the client. 14. Confidentiality Confidential records shall be maintained on each recipient. Reports, as required by the Department, should not contain the names of any clients, and identifying codes should be used to indicate particular clients served, if necessary. a. The Contractor agrees that no personal information obtained from an individual in conjunction with this program shall be disclosed in a form in which it is identified with the individual without such individual's written consent to such disclosure,except to the Department. b. In the case of a request by the Department for names and addresses of individuals participating in the program,the Contractor shall furnish such information as requested. Failure to comply with a request by the Department for such information shall be deemed a material breach of this Contract and shall result in a freeze on all monies due and owing to the Contractor until compliance by the Contractor. 15. Promotions and Advertising a. It is the responsibility of the Contractor to provide publicity for the program and to have an identifying logo in equal sized lettering on any printed materials and on all brochures,flyers,and advertisements (including without limitation television graphics),and on program vehicles,as follows: Purchased with Federal Funding: Purchased with State/County Funding: Funding provided by the Funding provided by the U.S. Administration for Community Living New York State Office for the Aging through the New York State Office for the Aging and the through Suffolk County Suffolk County Office for the Aging b. Any announcement of the program on radio or television must identify funding in the same manner. 15 of 53 pages ARTICLE I Rev. 11/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 C. The provisions of this paragraph shall prevail over any conflicting provisions of Article III Paragraph 20. 16. Contributions a. The Contractor has the obligation to inform each recipient of the service of the opportunity to make a completely voluntary and anonymous contribution toward the cost of the service. Service may not be denied if a person is unable or unwilling to make a contribution. The Contractor must maintain an audit trail of all incoming contributions and make monthly reports of any contributions received. All contributions must be used to enhance services. All printed materials used for the program must include the sources of funding for the Program and must include the following information: Contributions to this (these) service(s) are completely voluntary and anonymous. Service will not be denied because of inability or unwillingness to contribute. Any contribution you wish to make will be used to expand the program and will be greatly appreciated. b. Each recipient of service must be informed in writing of the opportunity to contribute at least annually. C. In the congregate setting,the Contractor must provide a locked box and envelopes for the suggested meal donations for the participants in order to protect the confidentiality of program participants' identities and the amount which they contribute. The suggested donation amount will be determined through consultation with the Suffolk County Office for the Aging and the Site Council. i. All sites must post the suggested contribution for program participants. ii. Price of the meal for guests must be posted. iii. The above two amounts are to be posted near the locked box. d. For home-delivered meal participants,the Contractor must provide envelopes for the suggested meal donations of the participants in order to protect the confidentiality of the program participants' identities and the amount which they contribute. e. The Contractor must encourage individuals with self-declared incomes at or above 185%of the federal poverty guideline to contribute at levels based on the actual cost of services. 17. Soliciting Participant Comments & Satisfaction Surveys Pursuant to the NYS Office for the Aging Regulations Section 6654.8,the Contractor shall,develop and implement procedures to obtain the views of program participants about the services they receive. Copies of records of such views shall be maintained for at least five (5)program years and shall be available to the Department for inspection upon request. Such method shall respect the client's right to confidentiality. In any event, at the conclusion of the service, but not less often than annually,the Contractor shall send each recipient an evaluation letter and survey in the form approved by the Department, informing him/her of the sources of funding for the program and including the following information: Contributions are welcomed and are used to expand this service. 16 of 53 pages ARTICLE I = Rev. 11/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 18. Monitoring a. Financial Transactions The Department's staff and staff of the New York State Office for the Aging may examine or review evidence regarding the existence,timing and classification of financial transactions that are charged to the program for reimbursement. To obtain this evidence, such staff may examine documentary evidence, including financial statements,financial reports, and original records. Such staff may make physical verification by actually observing or counting certain assets (e.g., cash,equipment and supplies)to establish their physical existence. The Contractor shall cooperate with the Department's periodic physical verification of cash, food, equipment, supplies and other assets of the program. b. Program The Contractor agrees to permit the Department's staff and staff of the New York State Office for the Aging to review program records and to monitor training, supervision and services at any time. 19. Grievance Procedures In accordance with §306 (a) (10)of the Older Americans Act, as amended(OAA),the Department has established a process for resolving complaints from older persons who are dissatisfied with or denied services funded under Title III of the Act. The Contractor shall comply with the requirements of the Grievance Procedures as set forth in Article IA. 20. Certificate of Incorporation The Contractor(if not a town or other municipal corporation) shall furnish the Department with certified copies of its Certificate of Incorporation and bylaws, including any amendments thereto, at the time it signs this Contract, to the extent not already on file with the Department, and any amendments thereto during the term of this Contract promptly upon their adoption, and a list of the board members governing the Contractor from time to time. The Contractor shall not dissolve any existing corporation or establish any new corporation with the responsibility for the operation of the program without the prior written approval of the Department. 21. 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 Measurements to Increase Accountability and Enhance Service Delivery by Contract Agencies (Article VIII'of Chapter 189 of the Suffolk County Code) as set forth in Article IV of this Contract entitled "Suffolk County Legislative Requirements." b. The Contractor shall cooperate with the Department in all aspects necessary to carry out the requirements of Local Law No. 41-2013. 17 of 53 pages ARTICLE I Rev. 11/21%2017,; Law No. IFMS No. 00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 22. 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 ("Ms") for the prior month's data, and analysis of the Contract performance measures via the County's Suffolk STAT application by linking onto http://suffotkstat.suffolkcogn. ny. ov no later than the 15th of each month of the Contract Term. Your target number of congregate meals monthly is 1,183.Please enter the actual amount served monthly. Your target number of home delivered meals monthly is 2,436. Please enter the actual amount served monthly. End of Text for Article I 18 of 53 pages ARTICLE I Rev. 1k1/21/2017; Law No. IFMS No. 00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 GENERAL FOOD SPECIFICATIONS FOOD SPECIFICATIONS FOR CYCLE MENUS Meat or Alternate Meats-USDA Choice or Better Preservatives,tenderizers, or coloring agents may not be added to any fresh meat or fresh meat product. Vegetables and Fruits All fresh fruits and fresh vegetables must not contain bisulfates. All fresh fruits and fresh vegetables must be washed. Fresh Fruit Minimum Size Oranges 113 Apples 120 Bananas 150 '/2 cup represents drained weight of fruits and vegetables Frozen Vegetables-Grade A-Fancy(USDA) Canned Vegetables-Grade A-Fancy(USDA) Margarine-from liquid vegetable oil and fortified with Vitamin A Bread/Alternate-whole grain or enriched Instant Mashed Potatoes must be fortified with Vitamin C Milk -Vitamin A&D fortified skim or low-fat milk—Three(3)days lead time from day of service Desserts Gelatin-fortified with Vitamin C Milk-based puddings used for pudding mix Canned Fruits-Grade A-Fancy(USDA) Canned Fruit Juices-Grade A-Fancy(USDA)-fortified with Vitamin C Frozen Fruits-Grade A-Fancy(USDA) All foods shall be obtained from State or Federal inspected plants. End of Text for Article I 19 of 53 pages ARTICLE I ' Rev.-ft/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 Contractor's Response to RFQ No.NTRN2018 For Nutrition Programs for the Elderly& Targeting, Outreach and Equal Access Town of Southold Privacy Agreement 20 of 53 pages ARTICLE I KAREN MCLAUGHLIN �uvf®l/r Nutrition Program Town Director of Human �® C0 Home Delivered Meals Services ��® f/q�� Case Management Town of Southold ® ,c Essential Transportation P.O.Box 85 9 Senior Adult Day 750 Pacific W_ ® Care/Katinka House Mattituck, Alzheimer's Day Care Tel.(631)298-4460 �'J ®� , �°� Telephone Reassurance Fax(631)298-4462 Residential Repair Southold Town Senior Services Program Narrative 2018 Nutrition Programs for the Elderly Congregate Nutrition Home Delivered Meals Program Summary: Southold Town Senior Services marks its 44th anniversary in 2018. The program, established in 1974, stands as one of the first Town sponsored nutrition sites in Suffolk County. Over the past forty years, our partnership with Suffolk County Office for the Aging has allowed us to provide vital services in direct response to the changing needs of seniors in our community. For program year 2017,the Town of Southold provided 11,515 meals,to seniors in our Congregate Dining Program and delivered 24,414 meals to the homebound elderly. Our goal for 2018 is to serve 12,863 Congregate Meals and 26,434 Home-Delivered meals. Our program staff continues to work diligently with our homebound clients and their families to promote the transition to the congregate dining program once they are no longer eligible for the home delivered meals program. For 2018, our anticipated income for the Congregate Dining Program is $43,000.00 and $75,000 for the Home Delivered Meals Program. Our suggested, voluntary and anonymous contribution will remain at$4.00 per meal for eligible seniors. Seniors are informed of the contribution policy in print, signage and through regular announcements and no senior is denied a meal for inability or unwillingness to contribute. Envelopes are provided both to our homebound seniors and in our dining room to protect their privacy. Our average per meal voluntary contribution rate for 2017 was @90 % (Congregate) and 62%(Home Delivered)based on the suggested$4.00 donation rate. To insure we continue to provide a high quality service to seniors, yearly food satisfaction surveys are completed and a suggestion box is located at the site,there is an open door policy at the Town of Southold Dining program. The Senior Center Program Manager and all staff are visible and available to address any concerns or problems any senior may have which is done on a daily basis. Throughout the year seniors are asked to comment on new menu items, music preferences, activities etc. Client rights and grievance policies and procedures are posted throughout the building. Assessment Plan: In following the guidelines set forth under the Older Americans,Act, Southold Town Senior Services is committed to our goal of providing nutrition and support services to elderly residents in our community. We employ two individuals who are our primary assessors for home delivered meals recipients. Phyllis Markopoulos,MSW and Auristhela Reinen BSW, CASAC, have extensive experience in working with seniors. Our Center Manager, Jacqueline Martinez, MSW acts as a back-up in home assessor as needed to avoid service delay. Client assessments and care plans are completed on all eligible seniors who request home delivered meals. Service is initiated when a client, family member or other service provider makes a referral by calling the Center. An intake is completed with basic information provided and an initial home visit is scheduled with the senior and/or family caregiver to complete the full client assessment. Once eligibility is determined, the client is provided service in a timely manner after the home visit is completed. Each client is provided with a packet of information which includes a program policies and procedures guide and a comprehensive list of support services available. Six month follow up contact is made by telephone to each client and an in home visit is completed at least once annually by our assessors. Clients are seen more frequently depending on their specific needs. In 2016, 158 in home assessments and 118 follow up contacts were completed. Jean DeLorme, Adult Day Supervisor,provides outreach and assistance as needed for clients with Alzheimer's disease/related disorders and their family caregivers through both regular interaction at our Social Model Adult Day Care Program and the regularly scheduled monthly Caregivers' Support Group. To optimize outcomes for seniors, close working relationships have been established through regular monthly meetings of the Health Care Issues and the Elderly Committee Meeting held afthe Center. At this meeting,twenty four organizations providing hospital and community based services to seniors are represented throughout the year. Southold Senior Services successfully transitioned into a new statewide client database computer system. The Peer Place program currently utilized by New York State Office for the Aging is accessed by our authorized users through the Department of Health's Health Commerce System(HCS) secure web portal that includes client profiles,the assessment tool, workflow pathways and reporting components. All event profiles and services provided are completed by assessors and designated program staff i.e., Cheryl Kaswell,Account Clerk Typist; Kathleen Mazzaferro, Clerk Typist; and Phyllis Markopoulos and Auristhelia Reinen, Case Managers. Jacqueline Martinez, Senior Center Program Manager is responsible for all required monthly reporting to maintain full compliance with Suffolk County Office for the Aging. . Equal Access to Services and Targeting Plan: In following the guidelines set forth under the Older Americans Act, Southold Town Senior Services is committed to our goal of providing nutrition and support services to our elderly residents. According to the 2010 U.S. Census, 3.47% of the elderly residents in Southold Town are minority. For 2017 we served 5.7% in our nutrition programs. Targeting the low- income minority elderly living in Southold Town,particularly in the Village of Greenport remains a high priority. We also have a part time Senior Citizen Aide H on Fishers Island to assist vulnerable seniors and to coordinate with senior center staff on the mainland as needed. We have continued to increase our visibility and expanded access to our services. Community Action for Southold Town(CAST)Director, Cathy Demeroto,has been active in reaching out to our staff on referrals involving individuals 60 years of age and older. Since CAST serves a large minority component,this is an effective linkage. CAST is currently rotating monthly through our community services room at the Center and is actively working with us to improve service to vulnerable low income and low income minority seniors. In 2018, we will continue our collaboration on a grant program called"Gert's Greens"to provide fresh local produce to seniors in our community. The fresh produce is distributed to the CAST food pantry and to all home delivered meals program participants along with an informational brochure about our many programs. Seniors attending the nutrition program receive coupons to use at local farm stands and were provided with fresh produce and/or transportation to local farm stands. With CAST's help, we were able to expand our outreach to the low income and/or minority elderly. Both Senior Center Manager, Jacqueline Martinez and Case Manager,Auristhelia Reinen,will be assisting the Director in developing and expanding outreach activities as they are both fluent in Spanish. As a contractor with SCOFA, we are in compliance with the requirements set forth by Equal Access to Services and Targeting Policy(12-PI 08) and the Telephonic Interpretation Policy(12-IM-03)and are committed to expanding free access to the most vulnerable elderly, particularly those with limited English proficiency.Signage is posted at all entrances to our facility informing all participants in several languages that this free service is available to all, All program staff have been trained on the use of the language translation and interpretation services. We have provided information on the Town's website and have posted the service at the entrance of our facility. We are currently in contract with Propio Language Services for telephonic interpretation and document translation services. In addition,we have access to the Southold Town Justice Court's comprehensive list of court interpreters that they keep on file pursuant to section 387 of the Judiciary Law. Southold Town is in the hiring process for hiring a new Disabilities and ADA Coordinator as a result of the retirement of the previous appointee. The new hire will be on site at the Senior Center one day per week to provide advocacy to town residents with disabilities and their families. Seniors with disabilities can access various services including ADA compliance questions/complaints and can receive assistance in identifying and applying for services. In 2015, Southold Senior Center became an enrollment site for the Aged, Blind and Disabled(ABD) program in partnership with the Nassau-Suffolk Hospital Council, a certified navigator agency for the New York State of Health Marketplace. The New York State grant-funded ABD program can assist anyone who falls into one of three categories; certified blind, certified disabled or 65 years of age and older with access to Medicaid and/or Medicare coverage. Through Community Development Grant funding in 2016, the Town initiated a free portable ramp lending program to assist seniors in accessing their homes for periods of temporary illness or injury. The ramps are installed by our Maintenance Mechanic to seniors eligible for our Residential Repair Program and they are given an opportunity to make a voluntary and anonymous contribution to the program. Proceeds are used to expand the program. The Town also assists income eligible seniors with necessary modifications through the home repair program funded with community development block grant funds. Our Residential Repair Program is also available to install grab bars or other adaptive devices to assist seniors in need of special equipment. Lastly,we have two available CCTV units on site and one at the Island Community Center on Fishers Island to better assist seniors with low vision remain independent with their IADL's. In 2018 we are initiating an equipment loan program to offer one unit to low vision seniors to use in their home. If the demand increases, funding to expand the program will be pursued. Funding for these magnifiers was provided through New York State Office of Children and Family Services. In 2010 Southold Senior Services partnered with the North Fork Woman for Woman Fund in their NYSOFA's Community Empowerment Aging in Place Grant Program to expand and enhance awareness and service delivery to the lesbian community on the North Fork and we continue to collaborate with them to assist seniors in the community upon their request. We currently have a working relationship with SAGE organization to expand their activities and services to the LGBT community on the north fork. We continue to broaden our community outreach efforts to include daily public service announcements on Cablevision Channel 22—Government Access Television and WLNG- Radio/92.1 FM. In addition to our existing print outreach activities of brochures,newspapers, senior center menus and activity calendars and we are featured in Eastern Long Island Hospital's newsletter along with Seniors Options and Solutions Program. (SOS). The newsletter, which has a town wide distribution,has a dedicated section for seniors highlighting the programs and services available to them. Eastern Long Island Hospital's SOS Program also provides monthly wellness seminars at the Senior Center in conjunction with local health services providers and provide round trip transportation to any interested senior. Southold Town's website @southoldtown.northfork.net posts all Senior Center menus and activities weekly along with important links for forms and services can be easily accessed. Rev. Y1%21/2017; Law No. IFMS No. 00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 Personal Privacy Protection Agreement Between Suffolk County Office for the Aging And The Town of Southold This Agreement ("the Agreement") is between the County of Suffolk ("the County"), a municipal corporation of the State of New York, acting through its duly constituted Office for the Aging ("SCOFA"), located at the H. Lee Dennison Building — 3rd Floor, 100 Veterans Memorial Highway, Hauppauge, New York (Mailing address: P.O. Box 6100, Hauppauge, New York 11788- 0099; and the Town of Southold ("the Contractor") having an address at 53095 Main Road, P.O. Box 1179, Southold, New York 11971. Statewide databases, as defined under Personal Privacy Protection Law (PPPL), Article 6-A of the Public Officers Law, are software systems created, developed, or maintained by a state agency. Such databases and the information entered into these databases are subject to the requirements of the PPPL. The Peer Place Cloud-Based Data Management System ("Data System"), developed by Peer Place Networks, LLC, is maintained by and made available to AAA and its contractors by the New York State Office for the Aging ("NYSOFA"), a state agency, and is therefore a statewide database. Any reference to a System of Records herein shall also refer to a statewide database. I. DEFINITIONS 1. Data Subject: Any natural person about whom Personal Information has been collected by or on behalf of a state agency. 2. Personal Information ("PI"): Any information concerning a data subject which, because of name, number, symbol, mark, or other identifier, can be used to identify that data subject. Any reference to "Personally Identifiable Information" shall mean Personal Information, and the terms may be used interchangeably. 3. Protected Health Information CPHI"): Protected Health Information carries the definition provided in 45 C.F.R. § 160.103. 4. System of Records: Any group of records under the actual or constructive control of any State agency which includes the Personal Information of one or more Data Subjects. Any reference to "statewide database" shall mean a System of Records, and the terms may be used interchangeably. 5. Health Commerce System ("HCS"): HCS is a secure web portal managed by the New York State Office of Information Technology Services. This secure, web portal is a gateway to a number of applications containing PI and PHI, and thus, designated to meet the highest levels of security. The Data System is one of these applications. Only authenticated and authorized users, those who have received proper clearance and have a designated role, shall be granted access. 21 of 53 pages ARTICLE I • Rev. 11/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 II. RESPONSIBILITIES OF THE CONTRACTOR A. The Contractor acknowledges and understands that the Data System will include information that identifies individuals applying for or receiving services administered by SCOFA under the auspices of NYSOFA. This information is confidential and privileged. The Contractor shall comply with all applicable Federal and State privacy laws and regulations governing electronically stored data. The Contractor shall comply with PPPL requirements regarding data use, access, disclosure, privacy, and security as set forth in this Agreement. The Contractor shall monitor the performance of its employees, agents, contractors, and subcontractors in complying with the PPPL requirements and those identified in this Agreement. The Contractor, shall maintain documentation of such efforts subject to audit. B. The Contractor understands that any statewide database maintained by a state agency, and entry of any Personal Information, as defined in Section Ninety-Two(92)of the Public Officers Law, into such database, are subject to the provisions of the PPPL. The Contractor understands that the requirements imposed by the PPPL will apply to such data due to its location within a system of records maintained by NYSOFA. C. The Contractor understands that, under the PPPL, NYSOFA is required to cause the requirements of the PPPL to be applied to any agreements it executes that relate to the use and entry of data in its systems of records. The Contractor understands that NYSOFA has extended these requirements to SCOFA by separate agreement, and that SCOFA likewise must cause the requirements of the PPPL to be applied to any agreements it executes that relate to the use and entry of data in its systems of records. The Contractor agrees that its use of and entry of data into the statewide database will comply with all requirements applicable to such data under the PPPL. D. The Contractor understands and agrees that the requirements of the PPPL and those identified in this Agreement must also be applied to any contracts and/or subcontracts entered into by the Contractor which involve use of and/or access to the Data System or any Personal Information which is or will be located therein, including the collection of Personal Information and entry into the Data System. The Contractor is responsible for ensuring that all such requirements are extended to all contractors and/or subcontractors. E. The Contractor agrees to comply with all current and future policies, procedures, and instructions issued by NYSOFA or SCOFA relating to the handling of any data which is subject to the PPPL. F. The Contractor will fully inform all employees, agents, and subcontractors authorized to access the statewide database of the confidential nature of the information contained therein, the safeguards required to protect the information, and any civil and criminal sanctions for noncompliance contained in applicable State and Federal laws. 22 of 53 pages ARTICLE I Rev. 11/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 G. The Contractor shall make no disclosures of Personal Information other than those allowable under the PPPL or as permitted by SCOFA and/or NYSOFA. H. The Contractor shall comply with instructions issued by NYSOFA or SCOFA that relate to collecting and making available certain client data for purposes of emergency preparedness. Such instructions may require utilization of a,module or program made available within the Data System to maintain the information necessary to respond to an emergency and to generate a report of such data in the event of an emergency. I. The Contractor shall comply with the requirements of 45 C.F.R. § 1321.51 and all other applicable federal and state laws and regulations in obtaining the informed consent of individuals from whom information is collected, recorded, or shared in connection with the provision of services. The Contractor will comply with instructions provided by NYSOFA or SCOFA regarding the obtaining of and documenting of informed consent. This includes use by the Contractor of any scripts, processes, and, procedures developed by NYSOFA or SCOFA and provided to the Contractor which relate to obtaining and documenting of the informed consent of an individual to capture, share, and/or disclose his or her information, including the use of such information for purposes of emergency preparedness. J. The Contractor must comply with the requirements of the HCS. The Contractor shall designate a dedicated HCS Director and HCS Coordinator upon the execution of the Agreement. K. The Contractor must comply with all password requirements in order to safeguard personal privacy. III. Confidentiality of Records A. Notwithstanding the foregoing, the Contractor expressly agrees to preserve the confidentiality of all data and information shared, received, collected;or obtained as a result of this Agreement. No disclosure, re-disclosure or release of such data or information is to be made, permitted, or encouraged by the Contractor or its officers or employees, except as expressly authorized by law. It is further understood and agreed that no such data or information is to be used for personal benefit. The County further agrees that its employees shall be specifically instructed in regard to their obligation to keep such data and information in confidence and their liability upon breach of confidentiality to all the penalties prescribed by law. B. The Contractor further agrees to implement such procedures for safeguarding information, as the County shall require. The Contractor further agrees to indemnify and hold the County harmless against any loss, damage, cost or expense arising out of any suit, claim or demand which may be brought or made against the County by reason of a breach of these provisions as specified in Section V of this Agreement. 23 of 53 pages ARTICLE I Rev. 11/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 C. Any document of the County used by the Contractor in this Agreement shall remain the property of the County and shall be kept confidential in accordance with applicable laws, rules, and regulations. D. Contractor must develop and implement policies and practices to ensure the maintenance of confidential individual information. IV. TERM, SUSPENSION AND TERMINATION A. The term of this Agreement shall commence upon full execution and shall remain in effect for one (1) year, and thereafter shall be automatically renewed on a yearly basis, unless amended or otherwise terminated in writing as set forth immediately below. B. SCOFA may immediately suspend, limit, or terminate this Agreement and/or access by the Contractor, its agents, employees, or subcontractors to the Data System in writing by SCOFA upon a failure to comply with: i. the terms of this Agreement; or ii. any applicable federal or state laws or regulations such that it compromises the security and/or integrity of the Data System or the data contained therein. C. To the extent necessary to comply with the requirements of the PPPL and any other applicable State or Federal law, the terms of this Agreement shall survive its termination. D. SCOFA's right to terminate this Agreement for breach thereof shall not limit the right of the SCOFA to undertake any other action under the Agreement, or State or Federal law, to enforce this Agreement and secure satisfactory corrective action, or to undertake other remedial actions permitted by State or Federal law to effect adherence to the requirements herein, including seeking damages, penalties, and restitution as permitted under such law. V. GENERAL PROVISIONS A. No modification of this Agreement will be effective unless it is in writing and fully executed by the parties hereto. Any failure to enforce a provision of this Agreement shall not be construed as a waiver of any succeeding breach of such provision, or a waiver of the provision itself. B. The Contractor may not assign this Agreement, its obligations, or any interest hereunder. Any assignment of this Agreement shall be null and void. C. The Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws. Venue shall be designated in the Supreme Court, 24 of 53 pages ARTICLE I Rev. 1.1%21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 Suffolk County,the United States District Court for the Eastern District of New York, or, if appropriate, a court of inferior jurisdiction in Suffolk County. D. If any term or provision, or portion thereof, of this Agreement is, or becomes, invalid or unenforceable under any applicable statute or rule of law or public policy, it is to be deemed severed from this Agreement to the extent of its unenforceability or invalidity, and shall have no effect on the validity or enforceability of any other term orprovision, or of this Agreement as a whole, which shall remain in full force and effect. E. The Contractor shall protect, indemnify, and hold harmless the County, its agents, servants, officials, and employees from and against all liabilities, fines, penalties, actions, damages, claims, demands,judgments, losses, suits or actions, costs, and expenses caused by the negligence or any acts or omissions of the Contractor, including reimbursement of the cost of reasonable attorneys'fees incurred by the County, its agents, servants, officials, and employees in any action or proceeding arising out of, or in connection with, the Agreement. F. The Contractor hereby represents and warrants that it will not infringe upon any copyright in performing the terms of this Agreement. The Contractor agrees that it shall protect, indemnify, and hold harmless the County, its agents, servants, officials, and employees from and against all liabilities, fines, penalties, actions, damages, claims, demands, judgments, losses, suits or actions, costs, and expenses arising out of any claim asserted for infringement of copyright, including reimbursement of the cost of reasonable attorneys'fees incurred by the County, its agents, servants, officials, and employees in any action or proceeding arising out of or in connection with any claim asserted for infringement of copyright. G. The Contractor shall defend the County, its agents, servants, officials, and employees in any proceeding or action, including appeals, arising out of, or in connection with, the Agreement, and any copyright infringement proceeding or action. Alternatively, at the County's option, the County may defend any such proceeding or action and require the Contractor to pay reasonable attorneys'fees or salary costs of County employees of the Department of Law for the defense of any such suit. H. The Contractor hereby waives, releases and forever discharges the County, its successors, executors, administrators, heirs, assigns, officers, officials, employees, contractors, agents and other persons from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages,judgments, extents, executions, claims and demands whatsoever, known or unknown, direct or consequential, foreseen and unforeseen, matured or unmatured, concealed or in law, admiralty or equity, which the Contractor, its heirs, successors or assigns, ever had, now have, or hereafter can, shall or may have for, upon, or by reason of any matter, cause or thing whatsoever, from the beginning of time to the date of this Agreement. 25 of 53 pages ARTICLE I Rev. Yl%21/2017; Law No. IFMS No. 00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 I. The Contractor shall not, during the Term, pursue a course of conduct which would cause a reasonable person to believe that he or she is likely to be engaged in acts that create a substantial conflict between its obligations under the Agreement and its private interests. The Contractor is charged with the duty to disclose to the County the existence of any such adverse interests, whether existing or potential. This duty shall continue as long as the Term. The determination as to whether or when a conflict may potentially exist shall ultimately be made by the County Attorney of the County of Suffolk after full disclosure is obtained. J. The Contractor,and the County shall render diligently to each other, without compensation, any and all cooperation that may be required to defend the other party, its employees and designated representatives against any claim, demand or action that may be brought against the other party, its employees or designated representatives arising out of, or in connection with, the Agreement. K. It is expressly agreed that the status of the Contractor and the County hereunder are that of independent contractors. Neither the Contractor nor any person hired by the Contractor shall be considered employees of the County for any purpose whatsoever. Likewise, neither the County nor any person hired by the County shall be considered employees of the Contractor for any purpose whatsoever. L. It is expressly agreed that this instrument represents the entire agreement of the parties and that all previous understandings are merged in this Agreement. M. This Agreement shall not be construed to inure to the benefit of third parties. N. All notices shall be in writing and shall be deemed sufficiently given if sent by regular first class mail and certified mail, or personally delivered during business hours as follows: 1)to the Contractor at the address on page one (1) of the Agreement 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 SCOFA and also to the County Attorney at 100 Veterans Memorial Highway, P.O. Box 6100, (Sixth Floor), Hauppauge, New York, 11788-0099. 26 of 53 pages ARTICLE I " Rev. 1'1/2172017; Law No. IFMS No. 00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 Article IA Grievance Procedures I. Purpose A. In accordance with § 306(a)(10)of the Older Americans Act, as amended(OAA), Suffolk County Office for the Aging has established the following process for resolving the complaints from older persons who are dissatisfied with or denied services funded under Title III of the Act. II. Notifying Participants of Right to File Grievance A. The Contractor shall notify participants and applicants of their right to file a grievance, as follows: 1) A summary of the procedures, including a statement that assistance to file shall be provided to older persons, must be prominently posted at service delivery sites or offices at which participants and service applicants apply for services. Summaries shall also be written in languages other than English where needed to serve the client/applicant population. 2) In-home services participants shall be informed of the grievance procedures through written and verbal statements provided to them upon assessment and/or reassessment for services. B. Denial of Service. Any participant or applicant who is denied Title III services must be given the reasons for the denial. For housekeeping,homemaker,home delivered meals, case management, and other services for which written applications are made,the denial shall be confirmed in writing and the applicant informed of the right to file a grievance and of the individual to whom the grievance shall be addressed. For congregate meals, transportation, recreation, and other services which are applied for by telephone or verbally in person,the client may be told of the right to file a grievance verbally. III. Grievance Process A. Filing of Grievance 1) Participants must submit their grievances in writing to the person(s)that has been designated by a service provider to conduct the initial review. The reviewer may be the director of the service provider agency, or any other person designated by such director who is not familiar with or otherwise involved in the particular grievance. 27 of 53 pages ARTICLE I ' Rev. 21/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 2) The grievance should be filled within thirty(30) days of denial, reduction, or termination of services, or of the event or circumstance with which the participant is dissatisfied. The service provider may grant an extension for good cause shown. 3) The grievance should be filed on the enclosed form,which shall include a written statement setting forth in detail the date,time, and circumstances that are the basis of the complaint. B. Investigation and Response to Grievance 1) The designated reviewer who performs the initial review shall investigate the grievance. If appropriate,this may include meeting with the grievant and/or other persons involved in the action(s) complained of or in the denial of services. The reviewer shall review all,pertinent facts and/or documents, and shall determine whether the complained-of agency action or determination was consistent with applicable federal and State laws, regulations, and policies. 2) The designated reviewer shall prepare and send a written response to the grievant within fifteen (15) days after the grievance is filled. The response shall set forth the circumstances relating to the grievance,the action requested by the grievant,the findings of the reviewer, a proposed remedial action, if any, and an explanation of the determination, including the facts relied upon. A copy of its decision must be forwarded to the Director of the Suffolk County Office for the Aging. 3) The designated reviewer shall create and maintain a Complaint File consisting of the grievance form, all documents and/or information relied upon in making a determination, and the written response described above. C. Appeal of Initial Response/Decision. If the complaint has been handled by a service provider agency under subcontract to the Suffolk County Office for the Aging and the grievant is not satisfied with the determination reached by such service provider;the grievant has the right to further review as follows: 1) The grievant may initiate a request for subsequent review by the Suffolk County Office for the Aging Director, P.O. Box 6100,Hauppauge,New York 11788-0099 within twenty(20) calendar days following receipt of notification by the service provider agency of its decision. 2) The Suffolk County Office for the Aging Director shall request, and the subcontractor agency shall provide, copies of the Complaint File. The Suffolk County Office for the Aging Director will review the materials to ensure that pertinent policies and procedures have been applied and followed. If appropriate,the Suffolk County Office for the Aging Director or his/her designee 28 of 53 pages ARTICLE I Rev. 11121%2017; Law No. IFMS No. 00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 will meet with the grievant to allow for an opportunity to present information about the grievance. 3) If policies and procedures have been adhered to,the Suffolk County Office for the Aging Director will not overturn the decision of its subcontractor agency. If proper policies and procedures have not been applied,the Suffolk County Office for the Aging reserves the right to overturn the decision. The subsequent review shall be completed within forty-five(45) days of receipt of the request by the grievant and the grievant will be promptly notified in writing of the result of the subsequent review. IV. Recordkeeping The service provider agency which is handling the grievance shall keep a file,for six (6)years, of all relevant documents and records. This shall include at a minimum: the initial grievance; any investigative reports; any written response submitted by the Suffolk County Office for the Aging or service provider agency; any documents or other records submitted by any party;the written Initial Response of the agency; and, if applicable,the notice to the grievant of the right to appeal. V. Confidentiality No information, documents, or records relating to a grievance shall be disclosed by program staff or volunteers in a form capable of identifying the grievant without the written informed consent of the grievant unless the disclosure is required by court order or program monitoring by authorized agencies. 29 of 53 pages ARTICLE I Rev. 11/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 COMPLAINT LETTER FORM Service Provider Letterhead Instructions Please complete both sides of this form. If assistance is needed in completing this form,you may contact (Name and phone). Completed forms should be sent to: Service Provider contact person and address This form must be filed within(30) calendar days of the event or action complained of unless you are granted an extension for good cause. I am requesting a review of the following grievance: ❑ I was denied service. ❑ I am not satisfied with the quality of service or an activity provided by your agency or by your service provider. ❑ I have the following grievance(briefly describe): Date/estimated date of the event or action complained of- Please describe in details what happened or what your grievance is (if you need extra space, use back side of this form): 30 of 53 pages ARTICLE I Rev. 11/,21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 Please state, if you know, what relief you are seeking: Signed: Name(print): Date: Address: Phone Number: End of Article 1A End of Text for Article I 31 of 53 pages ARTICLE I " Rev. $1/21%2017; Law No. IFMS No. 00000009018 ` CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 Article II Definitions d. the Contractor's failure to comply with any Federal,State or local law,rule,or regulation,and 1. Meanings of Terms County policies or directives;or As used herein: e. the Contractor's bankruptcy or insolvency;or "Audit of Financial Statements"means the examination by f. the Contractor's failure to cooperate in an Audit of the Comptroller and any Federal or State auditing authority of Financial Statements;or the financial statements of the Contractor resulting in the publication of an independent opinion on whether or not those g. the Contractor's falsification of records or reports, financial statements are relevant,accurate,complete,and fairly misuse of funds,or malfeasance or nonfeasance in presented. financial record keeping arising out of, or in connection with,any contract with the County;or "Budget"means the Contractor's summary or plan of all intended revenue,whether received in the form of fees,grants,County h. the Contractor's failure to submit, or failure to funding,or any other source;and expenditures necessary to render the timely submit,documentation to obtain Federal or Services. State funds;or "Budget Deficiency Plan" means an analysis of the cost of the i. the inability of the County or the Contractor to Services,changes in fiscal conditions,and required modifications to the obtain Federal or State funds due to any act or Contract to continue to render the Services. omission of the Contractor;or "Comptroller"means the Comptroller of the County of Suffolk. j• any condition that the County determines, in its sole discretion,is dangerous. "Contract"means all terms and conditions of this Contract forming all rights and obligations of the Contractor and the County. 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 the agencies. Services. "Fringe Benefits"means non-wage benefits which accompany,or are "County"means the County of Suffolk,its departments,and agencies. in addition to, a person's salary, such as paid insurance, sick leave, profit-sharing plans,paid holidays,and vacations. "County Attorney" means the County Attorney of the County of Suffolk. "Fund Source" means any direct or indirect sum payable to the Contractor by the County pursuant to any lawful obligation. "Department"means the signatory department approving the Contract. ` "Legislature"means the Legislature of the County of Suffolk. "Engineering Services" means the definition of the practice of engineering and the definition of practice of land surveying,as the case "Management Letter" means a letter certified as true by the may be,under Section 7201 and Section 7203 of the State Education Contractor's certified public accountant or chief financial officer of Law,respectively. findings and recommendations for improvements in internal fiscal control that were identified during an Audit of Financial Statements,but "Event of Default"means which were not required to be included in an audit report. a. the Contractor's failure to perform any duty "Municipal Corporation"means a town,village,or school district. required of it under paragraphs 1(b)-(e)of Article III of the Contract;or "Services"means all that which the Contractor must do,and any part thereof arising out of,or in connection with,the Contract as described b. the Contractor's failure to maintain the amount and in Article I"Description of Services." types of insurance with an authorized insurer as required by the Contract;or "State"means the State of New York C. the Contractor's failure to maintain insurance "Statement of Other Contracts"means a complete list of all other required by the Contract with an insurer that has contracts under which money has been or will be paid to the Contractor designated the New York Superintendent of from the County, Federal, or State governments, or a Municipal Insurance as its lawful agent for service of process; Corporation, and (i) which are currently in effect or(ii) which have or expired within the past twelve(12)months and have not been renewed. 32 of 53 pages ARTICLE II Rev. 11/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 "Suffolk County Payment Voucher"means the document authorized and required by the Comptroller for release of payment. "Term"means the time period set forth on page one of the Contract and,if exercised by the County,the option period. 2. Elements of Interpretation Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and 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 33 of 53 pages ARTICLE II Rev. 11/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 Article III Contract remains to be performed, and the General Terms and Conditions termination of the license does not affect the Contractor's ability to render the Services, every 1. Contractor Responsibilities other term and provision of the Contract shall be valid and enforceable to the fullest extent permitted a. Duties and Obligations by law. i.) It shall be the duty of the Contractor to d. Documentation of Professional Standards discharge, or cause to be discharged, all of its responsibilities,and to administer funds received in The Contractor shall maintain on file, in one location in the interest of the County in accordance with the Suffolk County, all records that demonstrate that it has provisions of the Contract. complied with sub-paragraphs(b)and(c)above. The address of the location of the aforesaid records and documents shall ii.) The Contractor shall promptly take all be provided to the County no later than the date of execution action as may be necessary to render the Services. of the Contract. Such documentation shall be kept, maintained,and available for inspection by the County upon iii.) The Contractor shall not take any action twenty-four(24)hours notice. that is inconsistent with the provisions of the Contract. e. Credentialing iv.) Services provided under this Contract i.) In the event that the Department,or any shall be open to all residents of the County. division thereof maintains a credentialing process to qualify the Contractor to render the Services,the b. Qualifications, Licenses, and Professional Contractor shall complete the required Standards credentialing process. In the event that any State credential, registration, certification or license, The Contractor represents and warrants that it has,and shall Drug Enforcement Agency registration, or continuously possess,during the Term,the required licensing, Medicare or Medicaid certification is restricted, education,knowledge,experience,and character necessary to suspended,or temporarily or permanently revoked, qualify it to render the Services. it is the duty of the Contractor to contact the Department,or division thereof;as the case may be, The Contractor shall continuously have during the Term all in writing, no later than three(3) days after such required authorizations, certificates, certifications, restriction,suspension,or revocation. registrations,licenses,permits,and other approvals required by Federal, State, County, or local authorities necessary to ii.) The Contractor shall forward to the qualify it to render the Services. Department,or division thereof,as the case may be, on or before July 1 of each year during the Term,a C. Notifications complete list of the names and addresses of all persons providing the Services, as well as their i.) The Contractor shall immediately notify respective areas of certification, credentialing, the County, in writing, of any disciplinary registration,and licensing. proceedings, commenced or pending, with any authority relating to a license held by any person f. Engineering Certificate necessary to qualify him,her,or the Contractor to perform the Services. In the event that the Contract requires any Engineering Services,the Contractor shall submit to the County,no later ii.) In the event that a person is no longer than the due date for submission for approval of any licensed to perform the Services, the Contractor engineering work product, the Certificate of Authorization must immediately notify the County, but in no ("Certificate"), issued pursuant to § 7210 of the New York event shall such notification be later than five(5) Education Law,of every person performing any Engineering days after a license holder has lost the license Services. The failure to file, submit, or maintain the required to qualify the license holder or the Certificate shall be grounds for rejection of any engineering Contractor to perform the Services. work product submitted for approval. iii.) In the event that the Contractor is not 2. Termination able to perform the Services due to a loss of license,the Contractor shall not be reimbursed for a. Thirty Days Termination the Services rendered after the effective date of termination of such license. Without limiting the The County shall have the right to terminate the Contract generality of the foregoing, if any part of the without cause,for any reason,at any time,upon such terms 34 of 53 pages ARTICLE III Rev. 111/21/2017; Law No. IFMS No. 00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 and conditions it deems appropriate,provided,however,that no such termination shall be effective unless the Contractor is b. The Contractor hereby represents and warrants that given at least thirty(30)days notice. it will not infringe upon any copyright in performing the Services. The Contractor agrees that it shall protect, b. Event of Default;Termination on Notice indemnify,and hold harmless the County,its agents,servants, officials,and employees from and against all liabilities,fines, i.) The County may immediately terminate penalties, actions, damages, claims, demands, judgments, the Contract, for cause, upon such terms and losses,suits or actions,costs,and expenses arising out of any conditions it deems appropriate, in the Event of claim asserted for infringement of copyright, including Default. reimbursement of the cost of reasonable attorneys' fees incurred by the County, its agents, servants, officials, and ii.) If the Contractor defaults under any other employees in any action or proceeding arising out of or in provision of the Contract, the County may connection with any claim asserted for infringement of terminate the Contract, on not less than five (5) copyright. days notice, upon such terms and conditions it deems appropriate. C. The Contractor shall defend the County,its agents, servants, officials, and employees in any proceeding or C. Termination Notice action, including appeals, arising out of, or in connection with, the Contract, and any copyright infringement Any notice providing for termination shall be delivered as proceeding or action.Alternatively,at the County's option, provided for in paragraph 27 of this Article III. the County may defend any such proceeding or action and require the Contractor to pay reasonable attorneys' fees or d. Duties upon Termination salary costs of County employees of the Department of Law for the defense of any such suit. i.) The Contractor shall discontinue the Services as directed in the termination notice. 4. Insurance ii.) Subject to any defenses available to it, a. The Contractor shall continuously maintain,during the County shall pay the Contractor for the the Term of the Contract,insurance in amounts and types as Services rendered through the date of termination. follows: iii.) The County is released from any and all liability under the Contract,effective as of the date i.) Commercial General Liability insurance, of the termination notice. including contractual liability coverage, in an amount not less than Two Million Dollars iv.) Upon termination, the Contractor shall ($2,000;000.00)per occurrence for bodily injury reimburse the County the balance of any funds and Two Million Dollars ($2,000,000.00)-per advanced to the Contractor by the County no later occurrence for property damage. The County shall than thirty (30) days after termination of the be named an additional insured. Contract. The provisions of this subparagraph shall survive the expiration or termination of the ii.) Automobile Liability insurance (if any Contract. non-owned or owned vehicles are used by the Contractor in the performance of the Contract)in V.) Nothing contained in this paragraph shall an amount not less than Five Hundred Thousand be construed as a limitation on the County's rights Dollars($500,000.00)per person,per accident,for set forth in paragraphs 1(c) (iii) and 8 of this bodily injury and'not less than One Hundred Article III. Thousand Dollars ($100,000.00) for property damage per occurrence.The County shall be named 3. Indemnification and Defense an additional insured. a. The Contractor shall protect,indemnify,and hold iii.) Workers'Compensation and Employer's harmless the County, its agents, servants, officials, and Liability insurance in compliance with all employees from and against'all liabilities, fines, penalties, applicable New York State laws and regulations actions,damages,claims,demands,judgments,losses,suits and Disability Benefits insurance, if required by or actions,costs,'and expenses'caused by the negligence or law. The Contractor shall furnish to the County, any acts or omissions of the Contractor, including prior to its execution of the Contract, the reimbursement of the cost of reasonable attorneys' fees documentation required by the State of New York incurred by the County, its agents, servants, officials, and Workers' Compensation Board of coverage or employees in any action or proceeding arising out of,or in exemption from coverage pursuant to§§57 and 220 connection with,the Contract. of the Workers'Compensation Law. In accordance 35 of 53 pages ARTICLE III Rev. 11/21/2017; Law No. IFMS No. 00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 with General Municipal Law §108, the Contract construed as creating a principal-agent relationship between shall be void and of no effect unless the Contractor the County and the Contractor or the Contractor and the shall provide and maintain coverage during the County,as the case may be. Term for the benefit of such employees as are required to be covered by the provisions of the 6. Severability Workers'Compensation Law. It is expressly agreed that if any term or provision of this iv.) Professional Liability insurance in an Contract, or the application thereof to any person or amount not less than Two Million Dollars circumstance,shall be held invalid or unenforceable to any ($2,000,000.00) on either a per-occurrence or extent,the remainder of the Contract, or the application of claims-made coverage basis. such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable,shall not b. The County may mandate an increase in the liability be affected thereby,and every other term and provision of the limits set forth in the immediately preceding paragraphs Contract shall be valid and shall be enforced to the fullest (4)(a)(i),(ii),and(iv). extent permitted by law. C. All policies providing such coverage shall be issued 7. Merger;No Oral Changes by insurance companies authorized to do business in New York with an A.M.Best rating of A-or better. It is expressly agreed that the Contract represents the entire agreement of the parties and that all previous understandings d. The Contractor shall furnish to the County,prior to are herein merged in the Contract. No modification of the the execution of the Contract, declaration pages for each Contract shall be valid unless in written form and executed by policy of insurance, other than a policy for commercial both parties. general liability insurance, and upon demand, a true and certified original copy of each such policy evidencing 8. Set-Off Rights compliance with the aforesaid insurance requirements. The County shall have all of its common law,equitable,and e. In the case of commercial general liability statutory rights of set-off. These rights shall include,but not insurance,the Contractor shall furnish to the County,prior to be limited to,the County's option to withhold from a Fund the execution of the Contract,a declaration page or insuring Source an amount no greater than any sum due and owing to agreement and endorsement page evidencing the County's the County for any reason. The County shall exercise its set- status as an additional insured on said policy, and upon off rights subject to approval by the County Attorney. In demand, a true and certified original copy of such policy cases of set-off pursuant to a Comptroller's audit,the County evidencing compliance with the aforesaid insurance shall only exercise such right after the finalization thereof, requirements. and only after consultation with the County Attorney. E All evidence of insurance shall provide for the 9. Non-Discrimination in Services County to be notified in writing thirty(30)days prior to any cancellation,nonrenewal,or material change in the policy to a. The Contractor shall not, on the grounds of race, which such evidence relates. It shall be the duty of the creed, color, national origin, sex, age, disability, sexual Contractor to notify the County immediately of any orientation,military status,or marital status cancellation,nonrenewal,or material change in any insurance policy. i.) deny any individual the Services provided pursuant to the Contract;or g. In the event the Contractor shall fail to provide ii.) provide the Services to an individual that evidence of insurance,the County may provide the insurance is different, or provided in a different required in such manner as the County deems appropriate and manner, from those provided to others deduct the cost thereof from a Fund Source. 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 Services insurer for any of such required coverage,the Contractor shall provided pursuant to the Contract;or provide proof, acceptable to the County, of self-funded iv.) restrict an individual in any way from coverage. any advantage or privilege enjoyed by others receiving the Services provided 5. Independent Contractor pursuant to the Contract;or treat an individual differently from others The Contractor is not, and shall never be, considered an in determining whether or not the employee of the County for any purpose. Notwithstanding individual satisfies any eligibility or anything contained in this Contract,the Contract shall not be other requirements or conditions which 36 of 53 pages ARTICLE III Rev.'1V21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 individuals must meet in order to receive whether or when a conflict may potentially exist shall the Services provided pursuant to the ultimately be made by the County Attorney after full Contract. disclosure is obtained. b. The Contractor shall not utilize criteria or methods 14. Cooperation on Claims of administration which have the effect of subjecting individuals to discrimination because of their race, creed, The Contractor and the County shall render diligently to each color,national origin,sex,age,disability,sexual orientation, other, without compensation, any and all cooperation that military status, or marital status, or have the effect of may be required to defend the other party,its employees and substantially impairing the Contract with respect to designated representatives, against any claim, demand or individuals of a particular race,creed,color,national origin, action that may be brought against the other party, its sex, age, disability, sexual orientation, military status, or employees or designated representatives arising out of,or in marital status,in determining: I connection with,the Contract. i.) the Services to be provided;or 15. Confidentiality ii.) the class of individuals to whom,or the Any document of the County,or any document created by the situations in which,the Services will be Contractor and used in rendering the Services,shall remain provided;or the property of the County and shall be kept confidential in accordance with applicable laws,rules,and regulations. iii.) the class of individuals to be afforded an opportunity to receive the Services. 16. Assignment and Subcontracting 10. Nonsectarian Declaration a. The Contractor shall not delegate its duties under the Contract,or assign,transfer,convey,subcontract,sublet, The Services performed under the Contract are secular in or otherwise dispose of the Contract,or any of its right,title nature. No funds received pursuant to the Contract shall be or interest therein, or its power to execute the Contract, or used for sectarian purposes or to further the advancement of assign all or any portion of the moneys that may be due or any religion. The Services will be available to all eligible become due hereunder, (collectively referred to in this individuals regardless of religious belief or affiliation. paragraph 16 as"Assignment"),to any other person,entity or thing without the prior written consent of the County,and any 11. Governing Law attempt to do any of the foregoing without such consent shall be void ab initio. The Contract shall be governed by, and construed in accordance with,the laws of the State of New York,without b. Such Assignment shall be subject to all of the regard to conflict of laws.Venue shall be designated in the provisions of the Contract and to any other condition the Supreme Court, Suffolk County, the United States District County requires. No approval of any Assignment shall be Court for the Eastern District of New York,or,if appropriate, construed as enlarging any obligation of the County under the a court of inferior jurisdiction in Suffolk County. terms and provisions of the Contract. No Assignment of the Contract or assumption by any person of any duty of the 12. No Waiver Contractor under the Contract shall provide for,or otherwise be construed as, releasing the Contractor from any term or It shall not be construed that any failure or forbearance of the provision of the Contract. County to enforce any provision of the Contract in any particular instance or instances is a waiver of that provision. 17. Changes to Contractor Such provision shall otherwise remain in full force and effect, notwithstanding any such failure or forbearance. a. The Contractor may,from time to time,only with the County's written consent,enter into a Permitted Transfer. For purposes of the Contract,a Permitted Transfer means: 13. Conflicts of Interest i.) if the Contractor is a partnership, the withdrawal or change, whether The Contractor shall not,during the Term,pursue a course of voluntary,involuntary or by operation of conduct which would cause a reasonable person to believe law, of the partners, or transfer of that he or she is likely to be engaged in acts that create a partnership interests (other than the substantial conflict between its obligations under the Contract purchase of partnership interests by and its private interests. The Contractor is charged with the existing partners,by the partnership itself duty to disclose to the County the existence of any such or the immediate family members by adverse interests, whether existing or potential. This duty reason of gift, sale or devise), or the shall continue as long as the Term.The determination as to dissolution of the partnership without 37 of 53 pages ARTICLE III Rev. 11/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 immediate reconstitution thereof,and described under Article II of Chapter 189 of the Suffolk County Code. The County shall grant or deny its consent to ii.) if the Contractor is a closely held any request of a Permitted Transfer within twenty(20)days corporation (i.e. whose stock is not after delivery to the County of the Transfer Notice, in publicly held and not traded through an accordance with the provisions of Paragraph 27 of Article III exchange or over the counter): of the Contract. If the County shall not give written notice to the Contractor denying its consent to such Permitted Transfer 1. the dissolution, merger, (and setting forth the basis for such denial in reasonable consolidation or other detail)within such twenty(20)-day period,then the County reorganization of the shall be deemed to have granted its consent to such Permitted Contractor;and Transfer. 2. the sale or other transfer of e. Notwithstanding the County's consent, twenty percent(20%)or more of the shares of the Contractor i.) the terms and conditions of the Contract (other than to existing shall in no way be deemed to have been shareholders, the corporation waived or modified;and itself or the immediate family members of shareholders by ii.) such consent shall not be deemed reason of gift,sale or devise). consent to any further transfers. b. If the Contractor is a not-for-profit corporation,a 18. No Intended Third Party Beneficiaries change of twenty percent (201 o) or more of its shares or members shall be deemed a Permitted Transfer. The Contract is entered into solely for the benefit of the County and the Contractor. No third party shall be deemed a C. The Contractor shall notify the County in writing, beneficiary of the Contract and no third party shall have the which notice(the"Transfer Notice")shall include: right to make any claim or assert any right under the Contract. i.) the proposed effective date of the 19. Certification as to Relationships Permitted Transfer, which shall not be less than thirty(30)days nor more than The Contractor certifies under penalties of perjury that,other one hundred eighty(180)days after the than through the funds provided in the Contract and other date of delivery of the Transfer Notice; valid agreements with the County,there is no known spouse, life partner, business, commercial, economic, or financial ii.) a summary of the material terms of the relationship with the County or its elected officials. The proposed Permitted Transfer; Contractor also certifies that,there is no relationship within the third degree of consanguinity, between the Contractor, iii.) the name and address of the proposed any of its partners, members, directors, or shareholders transferee; owning five(5%)percent or more of the Contractor,and the County. The foregoing certification shall not apply to a iv.) such information reasonably required by contractor that is a municipal corporation or a government the County, which will enable the entity. County to determine the financial responsibility,character,and reputation 20. Publications of the proposed transferee,nature of the proposed assignee/transferee's business Any book,article,report,or other publication related to the and experience; Services provided pursuant to this Contract shall contain the following statement in clear and legible print: V.) all executed forms required pursuant to Article IV of the Contract, that are "This publication is fully or partially funded required to be submitted by the by the County of Suffolk." Contractor;and 21. Copyrights and Patents Vi.) such other information as the County may reasonably require. a. Copyrights d. The County agrees that any request for its consent Any and all materials generated by or on behalf of the to a Permitted Transfer shall be granted, provided that the Contractor while performing the Services(including,without transfer does not violate any provision of the Contract,and limitation,designs,images,video,reports,analyses,manuals, the transferee has not been convicted of a criminal offense as films,tests,tutorials,and any other work product of any kind) 38 of 53 pages ARTICLE III t Rev. 11/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 and all intellectual property rights relating thereto ("Work 23. Lawful Hiring of Employees Law in Connection with Product")are and shall be the sole property of the County. Contracts for Construction or Future Construction The Contractor hereby assigns to the County its entire right, title and interest,if any,to all Work Product,and agrees to do In the event that the Contract is subject to the Lawful Hiring all acts and execute all documents,and to use its best efforts of Employees Law of the County of Suffolk,Suffolk County to ensure that its employees, consultants, subcontractors, Code Article II of Chapter 353,as more fully set forth in the vendors and agents do all acts and execute any documents, Article entitled"Suffolk County Legislative Requirements," necessary to vest ownership in the County of any and all the Contractor shall maintain the documentation mandated to Work Product. The Contractor may not secure copyright be kept by this law on the construction site at all times. protection. The County reserves to itself,and the Contractor Employee sign-in sheets and register/log books shall be kept hereby gives to the County, and to any other person on the construction site at all times and all covered designated by the County, consent to pr6duce, reproduce, employees, as defined in the law, shall be required to sign publish,translate,display or otherwise use the Work Product. such sign-in sheets/register/log books to indicate their This paragraph shall survive any completion,expiration or presence on the construction site during such working hours. termination of this Contract. 24. Certification Regarding Lobbying The County shall be deemed to be the author of all the Work Product. The Contractor acknowledges that all Work Product Together with this Contract and as a condition precedent to shall constitute "work made for hire" under the U.S. its execution by the County, the Contractor shall have copyright laws. To the extent that any Work Product does not executed and delivered to the County the Certification constitute a "work made for hire," the Contractor hereby Regarding Lobbying (if payment under this Contract may assigns to the County all right,title and interest,including the exceed $100,000) as required by Federal regulations, and right,title and interest to reproduce, edit, adapt,modify or shall promptly advise the County of any material change in otherwise use the Work Product, that the Contractor may any of the information reported on such Certification, and have or may hereafter acquire in the Work Product,including shall otherwise comply with,and shall assist the County in all intellectual property rights therein, in any manner or complying with, said regulations as now in effect or as medium throughout the world in perpetuity without amended during the term of this Contract. compensation. This includes,but is not limited to,the right to reproduce and distribute the Work Product in electronic or 25. Record Retention optical media,or in CD-ROM,on-line or similar format. The Contractor shall retain all accounts,books,records,and b. Patents other documents relevant to the Contract for seven(7)years after final payment is made by the County. Federal, State, If the Contractor develops, invents, designs or creates any and/or County auditors and any persons duly authorized by idea, concept, code, processes or other work or materials the County shall have full access and the right to examine any during the Term, or as a result of any Services performed of said materials during said period. Such access is granted under the Contract("patent eligible subject matter"),it shall notwithstanding any exemption from disclosure that may be be the sole property of the County. The Contractor hereby claimed for those records which are subject to nondisclosure assigns to the County its entire right,title and interest,if any, agreements, trade secrets and commercial information or to all patent eligible subject matter,and agrees to do all acts financial information that is privileged or confidential and execute all documents, and to use its best efforts to Without limiting the generality of the foregoing, records ensure that its employees, consultants, subcontractors, directly related to contract expenditures shall be kept for a vendors and agents do all acts and execute any documents, period of ten(10)years because the statute of limitations for necessary to vest ownership in the County of any and all the New York False Claims Act(New York False Claims Act patent eligible subject matter. The Contractor may not apply § 192)is ten(10)years. for or secure for itself patent protection. The County reserves to itself,and the Contractor hereby gives to the County,and 26. Contract Agency Performance Measures and Reporting to any other person designated by the County, consent to Requirements—Local Law No.41-2013 produce or 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 forth in Contractor warrants that, except as may otherwise be 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 requirements of 39 of 53 pages ARTICLE III Rev. 11/212'017; Law No. IFMS No. 00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 the Law. Based on criteria established by the Contractor in conjunction with the Department,the Contractor shall submit monthly reports regarding the Contractor's performance relative to the established criteria, on dates and times as specified by the Department,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 first 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.O.Box 6100,(Sixth Floor),Hauppauge,New York,11788- 0099. End of Text for Article III 40 of 53 pages ARTICLE III Rev. 1`1/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 Article IV Living Wage Certification/Declaration—Subject to Audit." Suffolk County Legislative Requirements NOTE: THE CONTRACTOR'S COMPLETED LEGISLATIVE 3. Use of County Resources to Interfere with Collective REQUIREMENTS FORMS REFERENCED HEREIN ARE Bargaining Activities AVAILABLE ON FILE AT THE DEPARTMENT NAMED ON It shall be the duty of the Contractor to read,become familiar THE SIGNATURE PAGE OF THIS CONTRACT. with, and comply with the requirements of Article I of Chapter 803 of the Suffolk County Code. 1. Contractor's/Vendor's Public Disclosure Statement County Contractors (as defined by section 803-2) shall It shall be the duty of the Contractor to read,become familiar comply with all requirements of Chapter 803 of the Suffolk with, and"comply with the requirements of section A5-8 of County Code,including the following prohibitions: Article V of the Suffolk County Code. a. The Contractor shall not use County funds to assist, Unless certified by an officer of the Contractor as being promote,or deter union organizing. exempt from the requirements of section A5-8 of Article V of the Suffolk County Code, the Contractor represents and b. No County funds shall be used to reimburse the warrants that it has filed with the Comptroller the verified Contractor for any costs incurred to assist,promote, public disclosure statement required by Suffolk County or deter union organizing. Administrative Code Article V,section A5-8 and shall file an update of such statement with the Comptroller on or before C. No employer shall use County property to hold a the 31st day of January in each year of the Contract's meeting with employees or supervisors if the duration. The Contractor acknowledges that such filing is a purpose of such meeting is to assist, promote, or material,contractual and statutory duty and that the failure to deter union organizing. file such statement shall constitute a material breach of the Contract, for which the County shall be entitled, upon a If the Services are performed on County property, the determination that such breach has occurred,to damages,in Contractor must adopt a reasonable access agreement, a addition to all other legal remedies,of fifteen percent(15%) neutrality agreement, fair communication agreement, non- of the amount of the 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 are "Contractor'sNendor's Public Disclosure Statement" 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 familiar the authority,under appropriate circumstances,to terminate with,and comply with the requirements of Chapter 575,of the Contract and to seek other remedies as set forth therein, 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-LOI;entitled"Suffolk exemptions apply,all employers(as defined)under service County Department of Labor—Labor Mediation Unit Union contracts and recipients of County financial assistance, (as Organizing Certification/Declaration-Subject to Audit." defined) shall provide payment of a minimum wage to employees as set forth in the Living Wage Law. Such rate 4. Lawful Hiring of Employees Law shall be adjusted annually pursuant to the terms of the Suffolk County Living Wage Law of the County of Suffolk.Under It shall be the duty of the Contractor to read;become familiar the provisions of the Living Wage Law,the County shall have with, and comply with the requirements of Article II of the authority,under appropriate circumstances,to terminate Chapter 353 of the Suffolk County Code. the Contract and to seek other remedies as set forth therein, for violations of this Law. This Contract is subject to the Lawful Hiring of Employees Law of the County of Suffolk. It provides that all covered Required Forms: employers,(as defined),and the owners thereof,as the case may be,that are recipients of compensation from the County Suffolk County Living Wage Form DOL-1/38 (Revised through any grant, loan, subsidy, funding, appropriation, 8/2017); entitled "Suffolk County Department of Labor, payment, tax incentive, contract, subcontract, license Licensing & Consumer Affairs Notice of Application for agreement,lease or other financial compensation agreement County Compensation" issued by the County or an awarding agency, where such 41 of 53 pages ARTICLE IV Rev.,11/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 compensation is one hundred percent(100%)funded by the Required Forms: County, shall submit a completed sworn affidavit (under penalty of perjury),the form of which is attached,certifying Suffolk County Department of Labor, Licensing, & that they have complied,in good faith,with the requirements Consumer Affairs — Notice of Application to certify of Title 8 of the United States Code Section 1324a with compliance with Federal Law(8 U.S.C.Section 1324A)with respect to the hiring of covered employees(as defined)and respect to Lawful Hiring of employees,Suffolk County Code with respect to the alien and nationality status of the owners Chapter 353(2006)"DOL-LHE-1/2(Revised 8/2017).;\ thereof. The affidavit shall be executed by an authorized representative of the covered employer or owner,as the case may be;shall be part of any executed contract,subcontract, 5. Gratuities license agreement, lease or other financial compensation agreement with the County; and shall be made available to It shall be the duty of the Contractor to read,become familiar the public upon request. with,and comply with the requirements of Chapter 664 of the All contractors and subcontractors(as defined) of covered Suffolk County Code. employers,and the owners thereof,as the case may be,that The Contractor represents and warrants that it has not offered are assigned to perform work in connection with a County or given any gratuity to any official,employee or agent of the contract, subcontract, license agreement, lease or other County or the State or of any political party,with the purpose financial compensation agreement issued by the County or or intent of securing an agreement or securing favorable awarding agency,where such compensation is one hundred treatment with respect to the awarding or amending of an percent(100%) funded by the County, shall submit to the agreement or the making of any determinations with respect covered employer a completed sworn affidavit(under penalty to the performance of an agreement. of perjury),the form of which is attached,certifying that they have complied,in good faith,with the requirements of Title 8 6. Prohibition Against Contracting with Corporations of the United States Code Section 1324a with respect to the that Reincorporate Overseas hiring of covered employees and with respect to the alien and nationality status of the owners thereof,as the case may be. It shall be the duty of the Contractor to read,become familiar The affidavit shall be executed by an authorized with, and comply with the requirements of sections A4-13 representative of the contractor,subcontractor,or owner,as and A4-14 of Article IV of the Suffolk County Code. the case may be; shall be part of any executed contract, subcontract, license agreement, lease or other financial The Contractor represents that it is in compliance with compensation agreement between the covered employer and sections A4-13 and A4-14 of Article IV of the Suffolk the County;and shall be made available to the public upon County Code. Such law provides that no contract for request. consulting services or goods and services shall be awarded by the County to a business previously incorporated within the An updated affidavit shall be submitted by each such 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 It shall be the duty of the Contractor to read,become familiar terms of the Contract. with, and comply with the requirements of Article 11 of The Contractor acknowledges that such filings are a material, Chapter 880 of the Suffolk County Code. contractual and statutory duty and that the failure to file any such statement shall constitute a material breach of the The Contractor shall comply with Article II of Chapter 880, 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 remedies child sexual abuse reporting policy. available under the law. 8. 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 familiar register/log books shall be kept on site at all times during with, and comply with the requirements of Article 11 of working hours and all covered employees,as defined in the 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 site during such Upon signing the Contract,the Contractor certifies that it has working hours. not been convicted of a criminal offense within the last ten (10)years. The term"conviction"shall mean a finding of guilty after a trial or a plea of guilty to an offense covered 42 of 53 pages ARTICLE IV ' Rev. 11/21/2017; Law No. IFMS No. 00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 under section 189-5 of the Suffolk County Code under prohibited from selling or otherwise providing to any third "Nonresponsible Bidder." party,in any manner whatsoever,the personal or identifying information of any minor participating in their programs. 9. Use of Funds in Prosecution of Civil Actions Prohibited 13. Contract Agency Performance Measures and Reporting Requirements It shall be the duty of the Contractor to read,become familiar with, and comply with the requirements of Article III of It shall be the duty of the Contractor to read,become familiar Chapter 893 of the Suffolk County Code. with, and comply with the requirements of Suffolk County Local Law No. 41-2013, a Charter Law to Implement The Contractor shall not use any of the moneys,in part or in Performance Measurement to Increase Accountability and whole, and either directly or indirectly, received under the Enhance Service Delivery by Contract Agencies(Article VIII Contract in connection with the prosecution of any civil of Chapter 189 of the Suffolk County Code)as more fully set action against the County in any jurisdiction or any judicial or forth in Article I and Article III of this Contract. administrative forum. All contract agencies having a contract in excess of$50,000 10. Youth Sports shall cooperate with the contract's administering department to identify the key performance measures related to the It shall be the duty of the Contractor to read,become familiar objectives of the services that the contract agency provides with, and comply with Article III of Chapter 730 of the and shall develop an annual performance reporting plan.The Suffolk County Code. contract agency shall cooperate with the administering department and the County Executive's Performance All contract agencies that conduct youth sports programs are Management Team to required to develop and maintain a written plan or policy appropriate performance indicators and targets for monthly addressing incidents of possible or actual concussion or other evaluation of the contract agency's performance. head injuries among sports program participants.Such plan or policy must be submitted prior to the award of a County 14. Suffolk County Local Laws Website Address contract,grant or funding. Receipt of such plan or policy by the County does not represent approval or endorsement of any such plan or policy, nor shall the County be subject to Suffolk County Local Laws,Rules and Regulations can be accessed on the homepage of the Suffolk any liability in connection with any such plan or policy. County Legislature. 11. Work Experience Participation 15. Suffolk County Code of Ethics If the Contractor is a not-for-profit or governmental agency or As required by Suffolk County Standard Operating Procedure institution,each of the Contractor's locations in the County at A-06,the following is a link to the Suffolk County Ethics which the Services are provided shall be a work site for Booklet,which contains the provisions of the Suffolk County public-assistance clients of Suffolk County pursuant to Code of Ethics: Chapter 281 of the Suffolk County Code at all times during the Term of the Contract. If no Memorandum of http://www.suffolkcougl3M.gov/Portals/0Boardofethics/Cod Understanding("MOU")with the Suffolk County Department e%20o1%20Ethics0/620BookIet%20- of Labor for work experience is in effect at the beginning of %20Revised%2OJanuarv%2O2Ol7.pdf the Term of the Contract, the Contractor, if it is a not-for- profit or governmental agency`or institution,shall enter into such MOU as soon as possible after the execution of the Contract and failure to enter into or to perform in accordance with such MOU shall be deemed to be a failure to perform in End of Text for Article IV accordance with the Contract, for 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. All contract agencies that provide services to minors are required to protect the privacy of the minors and are strictly 43 of 53 pages ARTICLE IV ' Rev. 1-1/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 Article V Suffolk County Department of Audit and Control. In General Fiscal Terms and Conditions addition to any other remedies that the County may have,failure to supply the required documentation will 1. General Payment Terms disqualify the Contractor from any further County contracts. a. Presentation of Suffolk County Payment Voucher C. Payment by County In order for payment to be made by the County to the Contractor for the Services, the Contractor shall Payment by the County shall be made within thirty(30) prepare and present a Suffolk County Payment days after approval of the Suffolk County Payment Voucher, which shall be documented by sufficient, Voucher by the Comptroller. competent and evidential matter. Each Suffolk County Payment Voucher submitted for payment is subject to d. Budget Modification Audit at any time during the Term or any extension thereof. This provision shall survive expiration or i.) The parties shall use the Contract Budget termination of this Contract for a period of not less Modification Request form ("Budget than seven(7)years,and access to records shall be as Modification") for revisions to the Budget and set forth in paragraph 25 of Article III,and paragraph Services not involving an increase to the total cost 4(b)of Article V. of the Contract.If the Contractor is seeking such a modification, the Contractor shall contact the b. Voucher Documentation Department to receive the form and enter the required information. When the County and the The Suffolk County Payment Voucher shall list all Contractor agree as to such revisions, the information regarding the Services and other items for Contractor shall sign the Budget Modification form which expenditures have been or will be made in and return it to the County for execution along with accordance with the Contract. Either upon execution any other documentation the Department may of the Contract(for the Services already rendered and require. expenditures already made), or not more than thirty (30)days after the expenditures were made,and in no ii.) Such request must be made in advance of incurring event after the 31't day of January following the end of any expenditure for which the revision is needed. each year of the Contract,the Contractor shall furnish the County with detailed documentation in support of iii•) Upon complete execution of the Budget the payment for the Services or expenditures under the Modification form,the County shall return a copy Contract e.g.dates of the Service,worksite locations, to the Contractor. The revision shall not be activities, hours worked, pay rates and all program effective until the Budget Modification is Budget categories. The Suffolk County Payment completely executed. Voucher shall include time records, certified by the Contractor as true and accurate, of all personnel for iv.) The Budget Modification form may be submitted whom expenditures are claimed during the period. only twice per calendar year and may only be Time and attendance records of a Contractor's submitted prior to November 15 thof that year. Director/Executive Director shall be certified by the Chairperson,President or other designated member of e. Budget and/or Services Revisions the Board of Directors of the Contractor and shall be • maintained by the Contractor for audit. All Suffolk i.) The parties shall use the Contract Budget/Services County Payment Vouchers must bear a signature as Revision Approval Form (Budget /Services that term is defined pursuant to New York State Revisions)for revisions to the Budget and Services General Construction Law §46 by duly authorized involving any change to the total cost of the persons, and certification of such authorization with Contract due to a resolution of the Legislature, certified specimen signatures thereon must be filed changes to the County's adopted annual budget,or with the County by a Contractor official empowered to for any other reason necessitating revisions to the sign the Contract. Disbursements made by the Budget or Services. Contractor in accordance with the Contract and submitted for reimbursement must be documented and ii.) When the County and the Contractor agree as to must comply with accounting procedures as set forth such revisions, the Department will enter the by the Suffolk County Department of Audit and information into the Budget/Services Revisions Control. Documentation,including any other form(s) form and send it to the Contractor for signature. required by County or the Suffolk County Department The Contractor shall return it to the County for of Audit and Control,shall be furnished to the County execution along with any other documentation the pursuant to, and as limited by, the Regulations for Department may require. Accounting Procedures for Contract Agencies of the 44 of 53 pages ARTICLE V s Rev. 11/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 iii.) Upon complete execution of the form by the a. Upon request, the Contractor shall submit to the parties, the County shall return a copy to the County a current copy,certified by the Contractor Contractor. The revision shall not be effective until as true and accurate,of its the Budget /Services Revisions is completely executed. i.) salary scale for all positions listed in the Budget; E Taxes ii.) personnel rules and procedures; The charges payable to the Contractor under the iii.) pension plan and any other employee benefit plans Contract are exclusive of federal, state, and local or arrangements. taxes,the County being a municipality exempt from payment of such taxes. b. The Contractor shall not be entitled to reimbursement for costs under any pension or benefit g. Final Voucher plan the Comptroller deems commercially unreasonable. The acceptance by the Contractor of payment of all billings made on the final approved Suffolk County C. Notwithstanding anything in this paragraph 3 of Payment Voucher shall operate as and shall be a this Article V, the County shall not be limited in requesting such additional financial information it release of the County from all claims by the deems reasonable. Contractor through the date of the Voucher. 2. Subject to Appropriation of Funds 4. Accounting Procedures a. The Contract is subject to the amount of funds a. The Contractor shall maintain accounts, books, appropriated each fiscal year and any subsequent records, documents, other evidence, and accounting modifications thereof by the County Legislature procedures and practices which sufficiently and and no liability shall be incurred by the County properly reflect all direct and indirect costs of any beyond the amount of funds appropriated each nature expended in the performance of the Contract,in fiscal year by the County Legislature for the accordance with generally accepted accounting Services. principles and with rules, regulations and financial directives, as may be promulgated by the Suffolk b. If the County fails to receive Federal or State funds County Department of Audit and Control and the originally intended to pay for the Services, or to Department. The Contractor shall permit inspection reimburse the County, in whole or in part, for and audit of such accounts,books,records,documents payments made for the Services,the County shall and other evidence by the Department and the Suffolk have the sole and exclusive right to: County Comptroller,or their representatives,as often as, in their judgment, such inspection is deemed necessary. Such right of inspection and audit as set i.) determine how to pay for the Services; forth in subparagraph b. below shall exist during the ii.) determine future payments to the Contractor;and Term and for a period of seven (7) years after expiration or termination of the Contract. iii.) determine what amounts, if any,are reimbursable b. The Contractor shall retain all accounts, books, to the County by the Contractor and the terms and records,and other documents relevant to the Contract conditions under which such reimbursement shall for seven(7)years after final payment is made by the be paid. County. Federal, State, and/or County auditors and h. The County may, during the Term, impose a Budget any persons duly authorized by the County shall have Deficiency Plan. In the event that a Budget Deficiency full access and the right to examine any of said Plan is imposed,the County shall promptly notify the materials during said period. Such access is granted Contractor, in writing of the terms and conditions notwithstanding any exemption from disclosure that thereof, which shall be deemed incorporated in and may be claimed for those records which are subject to made a part of the Contract,and the Contractor shall nondisclosure agreements, trade secrets and implement those terms and conditions in no less than commercial information or financial information that is fourteen(14)days. privileged or confidential. 3. Personnel Salaries,Pension and Employee Benefit Plans,Rules and Procedures 45 of 53 pages ARTICLE V k Rev.III/21/2017; Law No. IFMS No. 00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 C. The Contractor shall utilize the accrual basis of costs of,and qualifications for,this type of work before accounting and will submit all financial reports and selecting the Auditor. claims based on this method of accounting during the Term. b. The Auditor should be required to meet the following minimum requirements: 5. Audit of Financial Statements i.) a current license issued by the New York a. All payments made under the Contract are subject to State Education Department; audit by the Comptroller pursuant to Article V of the Suffolk County Charter. The Contractor further agrees ii.) sufficient auditing experience in the not- that the Comptroller and the Department shall have for-profit,governmental or profit-making access to and the right to examine,audit,excerpt,copy areas,as applicable;and or transcribe any pertinent transactions or other records iii.) a satisfactory peer review issued within relating to services under the Contract. If such an audit not more than three(3)years prior to the discloses overpayments by the County to the date when the Auditor was selected to Contractor,within thirty(30)days after the issuance of conduct the audit. an official audit report by the Comptroller or his duly designated representatives,the Contractor shall repay C. The audit must be conducted in accordance with the amount of such overpayment by check to the order generally accepted governmental auditing standards. of the Suffolk County Comptroller or shall submit a Financial statements must clearly differentiate between proposed plan of repayment to the Comptroller. If County-funded programs and other programs that the there is no response,or if satisfactory repayments are Contractor may be operating. The use of subsidiary not made,the County may recoup overpayments from schedules should be encouraged for this purpose. The any amounts due or becoming due to the Contractor Auditor must also prepare a Management Letter based from the County under the Contract or otherwise. on the audit. b. The provisions of this paragraph shall survive the d. "Subrecipients"—Federally Funded Programs and expiration or termination of the Contract for a period of Grants seven(7) years, and access to records shall be as set i.) In the event the Contractor is a"Subrecipient"as forth in paragraph 25 of Article III,and paragraph 4(b) that term is defined in 2 CFR§ 200.93 and the of Article V. Contractor expends seven hundred fifty thousand ($750,000.00)dollars or more of Federal moneys, 6. Financial Statements and Audit Requirements whether as a recipient expending awards received directly from Federal awarding agencies or as a a. Notwithstanding any other reporting or certification Contractor expending Federal awards received requirements of Federal,State,or local authorities,the from a pass-through entity such as New York State Contractor shall obtain the services of an independent and/or Suffolk County, during any fiscal year licensed public accountant or certified public within which it receives funding under the accountant (the "Auditor") to audit its financial Contract,the audit referred to under this paragraph statements for each Contractor's"fiscal year"in which 6 must be conducted and any the audit report must the Contractor has received, or will receive, three be in accordance with OMB Uniform Grant hundred thousand($300,000.00)dollars or more from Guidance — 2 CFR Part 200 ("Single Audit the County, whether under the Contract or other Report"). Single Audit Reports must also be agreements with the County,and shall submit a report uploaded to the Federal Audit Clearinghouse, to to the County on the overall financial condition and the extent required by the OMB Uniform Grant operations of the Contractor,including a balance sheet Guidance referred to above. In addition,the Single and statement of income and expenses,attested by the Audit Report,respective financial statements and Auditor as fairly and accurately reflecting the any Management Letters must be submitted to the accounting records of the Contractor in accordance Department set forth on page one of this Contract with generally accepted accounting principles. The and emailed to the Executive Director of Auditing audited financial statements including respective Services at Management Letters must be emailed to the Executive subreciuientmonitoringAsuffolkcountyny.gov Director of Auditing Services at within thirty (30) days after completion of the Audits a suffolkcountvnv.aov within thirty(30) days audit, but in no event later than nine(9) months after completion of the audit,but in no event later than after the end of the Contractor's fiscal year, to nine(9)months after the end of the Contractor's fiscal which the audit relates. year,to which the audit relates. The Contractor may solicit requests for proposals from a number of ii.) In the event the Contractor is a"Subrecipient"as qualified accounting firms and review carefully the that term is defined in 2 CFR § 200.93 and the 46 of 53 pages ARTICLE V Rev. H/21/2017; Law No. IFMS No. 00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 Contractor expends less than seven hundred fifty the proposed order. Written approval of the County thousand($750,000.00)dollars of Federal moneys, shall be required before the Contractor may proceed whether as a recipient expending awards received with such proposed purchase, rental or lease of directly from Federal awarding agencies or as a furniture,fixtures or equipment. All items purchased Contractor expending Federal awards received must be new or like new unless specifically described from a pass-through entity such as New York State otherwise in the Budget. and/or Suffolk County,during any fiscal year the Contractor must email a certified Exemption Letter, b. Purchase Practices/Proprietary Interest of County the form of which shall be provided by the Department,on the Contractor's Letterhead and a i.) The Contractor shall follow the general practices Schedule of Federal Funds Expended to the that are designed to obtain furniture, fixtures, respective County Department and the Executive equipment, materials, or supplies at the most Director of Auditing Services at reasonable price or cost possible. subrecipientmonitoring@suffolkcountny.gov within thirty (30) days of the end of the ii.) The County reserves the right to purchase or obtain Contractor's fiscal year. The Schedule of Federal furniture, fixtures, equipment, materials, or Funds Expended must include all Federal funding supplies for the Contractor in accordance with the received directly from the Federal government and programmatic needs of the Contract. If the County all Federal funds passed through from the County exercises this right, the amount budgeted for the and other pass-through entities. items so purchased or obtained by the County for the Contractor shall not be available to the iii.) Subrecipients may include,but not necessarily be Contractor for any purpose whatsoever. Title to limited to, not-for-profit organizations; units of any such items purchased or otherwise obtained by state government or a unit of local governments. the County for the programs encompassed by the Contract and entrusted to the Contractor, shall e. Copies of any other audit reports including oversight remain in the County. agency audits must be submitted to the Department set forth on page one of this Contract and emailed to the iii.) The County shall retain a proprietary interest in all Executive Director of Auditing Services at furniture,removable fixtures,equipment,materials, Auditsnsuffolkcountyny_gov within thirty(30) days and supplies purchased or obtained by the after completion of the audit(s). Contractor and paid for or reimbursed to the Contractor pursuant to the terms of the Contract or f. The requirements set forth in this paragraph 6 shall not any prior agreement between the parties. preclude the authorized representatives of the County, iv.) The Contractor shall attach labels indicating the the Comptroller, or Federal or State entities from County's proprietary interest or title in all such conducting any other duly authorized audit(s) of records and financial statements ofthe Contractor. The property. Contractor shall make such records and financial C. County's Right to Take Title and Possession statements available to authorized representatives of Federal,State and County government for that purpose. Upon the termination or expiration of the Contract or any renewal thereof,the discontinuance ofthe business g. The provisions of this paragraph 6 shall survive the of the Contractor, the failure of the Contractor to expiration or termination of the Contract. comply with the terms of the Contract,the bankruptcy of the Contractor,an assignment for the benefit of its creditors,or the failure of the Contractor to satisfy any 7. Furniture,Fixtures,Equipment,Materials,Supplies judgment against it within thirty(30)days of filing of the judgment,the County shall have the right to take a. Purchases, Rentals or Leases Requiring Prior title to and possession of all furniture, removable Approval fixtures, equipment, materials, and supplies and the same shall thereupon become the property of the Prior to placing any order to purchase,rent or lease any County without any claim for reimbursement on the furniture, fixtures, or equipment valued in excess of part of the Contractor. one thousand dollars($1,000.00)per unit for which the Contractor will seek reimbursement from the County, d. Inventory Records,Controls and Reports the Contractor shall submit to the County a written request for approval to make such a proposed purchase, The Contractor shall maintain proper and accurate rental or lease, with a list showing the quantity and inventory records and controls for all such furniture, description of each item,its intended location and use, removable fixtures and equipment acquired pursuant to estimated unit price or cost,and estimated total cost of the Contract and all prior agreements between the 47 of 53 pages ARTICLE V z Rev:11/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 parties,if any. Three(3)months before the expiration the Contractor shall enter into a lease or rental agreement,or date of the Contract, the Contractor shall make a shall renew a lease or rental agreement,the Contractor shall, physical count of all items of furniture, removable prior to the execution thereof, submit such lease or rental fixtures and equipment in its custody, checking each agreement,to the County for approval. item against the aforesaid inventory records. A report setting forth the results of such physical count shall be 9. Statement of Other Contracts prepared by the Contractor on a form or forms designated by the County,certified and signed by an Prior to the execution of the Contract, the Contractor shall authorized official of the Contractor,and one(1)copy submit a Statement of Other Contracts to the County. If the thereof shall be delivered to the County within five(5) Contract is amended during the Term, or if the County days after the date set for the aforesaid physical count. exercises its option right,the Contractor shall submit a then Within five(5)days after the termination or expiration current Statement of Other Contracts. date of the Contract,the Contractor shall submit to the County six(6) copies of the same report updated to such date of the Contract,certified and signed by an 10. Miscellaneous Fiscal Terms and Conditions authorized official of the Contractor, based on a physical count of all items of furniture, removable a. Limit of County's Obligations fixtures and equipment on the aforesaid expiration date,and revised,if necessary,to include any inventory The maximum amount to be paid by the County is set changes during the last three(3)months of the Term. forth on the first page of the Contract. e. Protection of Property in Contractor's Custody b. Duplicate Payment from Other Sources The Contractor shall maintain vigilance and take all Payment by the County for the Services shall not reasonable precautions to protect the furniture,fixtures, duplicate payment received by the Contractor from any equipment,material or supplies in its custody against other source. damage or loss by fire,burglary,theft,disappearance, vandalism, or misuse. In the event of burglary,theft, C. Funding Identification vandalism,or disappearance of any item of furniture, fixtures, equipment, material or supplies, the The Contractor shall promptly submit to the County Contractor shall immediately notify the police and upon request,a schedule for all programs funded by the make a record thereof,including a record of the results County, itemizing for each such program the sums of any investigation which may be made thereon. In received,their source and the total program budget. the event of loss of or damage to any item of furniture, fixtures, equipment, materials, or supplies from any d. Outside Funding for Non-County Funded Activities cause, the Contractor shall immediately send the County a detailed written report thereon. Notwithstanding the foregoing provisions of the Contract, it is the intent of the County that the terms f. Disposition of Property in Contractor's Custody and conditions of the Contract shall not limit the Contractor from applying for and accepting outside Upon termination of the County's funding of any of the grant awards or from providing additional educational Services covered by the Contract,or at any other time activities/services which may result in the Contractor that the County may direct,the Contractor shall make incurring additional costs, as long as the following access available and render all necessary assistance for conditions are met: physical removal by the County or its designee of any or all furniture, removable fixtures, equipment, i.) The County is not the Fund Source for the materials or supplies in the Contractor's custody in additional services; which the County has a proprietary interest, in the ii.) Sufficient funding is available for or can be same condition as such property was received by the generated by the Contractor to cover the cost Contractor, reasonable wear and tear excepted. Any incurred by the Contractor to provide these disposition,settlements or adjustments connected with additional services;and such property shall be in accordance with the rules and regulations of the County and the State of New York. iii.) If sufficient funding is not available or cannot be generated,the County shall not be held liable for 8. Lease or Rental Agreements any of the additional costs incurred by the Contractor in furnishing such additional services. If lease payments or rental costs are included in the Budget as iv.) Prior to scheduling any such additional services on an item of expense reimbursable by the County, the County-owned property,the Contractor shall obtain Contractor shall promptly submit to the County, upon written County approval. The Contractor shall,to request, any lease or rental agreement. If during the Term, the County's satisfaction, submit any 48 of 53 pages ARTICLE V Rev. 11/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 J documentation requested by the Department Budget lists all revenue, expenditures, personnel, reflecting the change, and identify the additional personnel costs and/or all other relevant costs services to be provided and the source of funding necessary to provide the Services. that shall be utilized to cover the expenditures incurred by the Contractor in undertaking the i. Payment of Claims additional services. Upon receipt of a Suffolk County Payment Voucher, e. Potential Revenue the County, at its discretion,may pay the Contractor during the Term,in advance,an amount not to exceed The Contractor shall actively seek and take reasonable one sixth(1/6)of the maximum amount to be paid by steps to secure all potential funding from grants and the County set forth on the first page of the Contract. contracts with other agencies for programs funded by the County. j. Payments Limited to Actual Net Expenditures f. Payments Contingent upon State/Federal Funding The Contractor agrees that if, for any reason whatsoever,the Contractor shall spend during the Term Payments under the Contract may be subject to and for the purposes set forth in the Contract an amount contingent upon continued funding by State and/or less than, or receive amounts more than,provided in Federal agencies. In the event payments are subject to the Budget, the total cost of the Contract shall be such funding no payment shall be made until the reduced to the net amount of actual Contractor Contractor submits documentation in the manner and expenditures made for such purposes. The total form as shall be required by State and/or Federal amount to be paid by the County shall not exceed the agency. If late submission of claims precludes the lesser of(i)actual net expenditures or(ii)the total cost County from claiming State or Federal reimbursement, of the Contract on the cover page and in the Budget. such late claims by the Contractor shall not be paid by Upon termination or expiration of the Contract,if the the County subject to subparagraph g.below, if, for Contractor's total amount of allowable expenses is less any reason,the full amount of such funding is not made than the total amount of the payments made during the available to the County, the Contract may be Term,the Contractor shall prepare a check payable to terminated in whole or in part,or the amount payable the Suffolk County Comptroller for the difference to the Contractor may be reduced at the discretion of between the two amounts and submit such payment to the County, provided that any such termination or the County, along with the final Suffolk County reduction shall not apply to allowable costs incurred by Payment Voucher. the Contractor prior to such termination or reduction, and provided that money has been appropriated for k. Travel,Conference,and Meeting Attendance:SOP payment of such costs. A-07 Amendment 1 g. Denial of Aid Reimbursement to the Contractor for travel costs shall not exceed amounts allowed to County employees.All If a State or Federal government agency is funding the conferences that are partially or fully funded by the Contract and fails to approve aid in reimbursement to County that the Contractor's staff wishes to attend the County for payments made hereunder by the must be pre-approved, in writing,by the County and County to the Contractor for expenditures made during must be in compliance with Suffolk County Standard the Term because of any act,omission or negligence on Operating Procedure A-07 which may be viewed the part of the Contractor,then the County may deduct online at the County's website,SuffolkCountyny.gov; and withhold from any payment due to the Contractor go to "Government," then "Comptroller," then an amount equal to the reimbursement denied by the "Consultant's Agreements." state or federal government agency,and the County's obligation to the Contractor shall be reduced by any 1. Salaries such amounts. In such an event, if there should be a balance due to the County after it has made a final The Contractor shall not be eligible to receive any payment to the Contractor under the Contract, on salary reimbursement until proof of deposit or payment demand by the County,the Contractor shall reimburse of all withholding and payroll taxes to the Federal/State the County for the amount of the balance due the governments has been provided to the County. County, payable to the Suffolk County Comptroller. The provisions of this subparagraph shall survive the In. Salary Increases expiration or termination of the Contract. No salary, wage, or other compensation for the h. Budget Services shall be increased over the amount stated in the Budget without the prior written approval of the The Contractor expressly represents and agrees that the County. 49 of 53 pages ARTICLE V r Rev. 11/21/2017; Law No. IFMS No.00000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 'J contrary,the County shall have available to it all rights n. Contractor Vacancies and remedies under the Contract and at law and equity. The County shall have the right of prior approval of p. Comptroller's Rules and Regulations the Contractor's filling of any vacant position as of the date of execution of the Contract or as may The Contractor shall comply with the"Comptroller's thereafter become vacant,and,in the exercise of that Rules and Regulations for Consultant's Agreements"as right.The County may promulgate reasonable promulgated by the Department of Audit and Control regulations involving filling of vacancies which shall of Suffolk County and any amendments thereto during be deemed to be incorporated by reference in,and be the Term of the Contract. The"Comptroller's Rules made part of,the Contract,provided,however,that and Regulations for Consultant's Agreements" and subject to the availability of funding,approval for the "SOP A-07 Amendment 1"may be viewed online at hiring of replacement clerical shall be a Contractor the County's website, SuffolkCountyny.gov; go to determination. "Government,"then"Comptroller,"then"Consultant's Agreements." o. No Limitation On Rights Notwithstanding anything in this Article V to the End of Text for Article V 50 of 53 pages ARTICLE V Rev. 11%212017; Law No. IFMS No.00000009018 1 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 r Article VI Budget Town of Southold RATE PAGE Nutrition Program for the Elderly January 1,2018—December 31,2018 CONGREGATE MEALS $6.40 HOME-DELIVERED MEALS $6.79 51 of 53 pages EXHIBIT 1 r Rev.11/21/2017; Law No. IFMS No. 00000009018 r CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 r Exhibit 1 SUBRECIPIENT CONTRACT DOCUMENTATION Granting Department: Federal Awarding Federal Award Identification CFDA Number: Agency: Number: 93.045 Suffolk County Office for the Health and Human N/A Aging Services Awarding Official Name and County Contract Contract Percentage: Federal Award Date: Contact Information: Number:00000009018 1/1/18. Suffolk County Office for the Federal Percentage:90%. Aging Contract Period of State Percentage: 100 Veterans Memorial Hwy Performance: County Percentage: 10% PO BOX 6100 1/1/18-12/31/18 Hauppauge, NY 11788 Subrecipient Name&Address Research& Federal Funds Obligated by Federal Funds Town of Southold Development this Action Obligated to 53095 Main Road ❑Yes xNo $79,934 Subrecipient by Total Federal Award County including PO BOX 1179 Committed to ' current obligation: Southold,NY 11971 Subrecipient by the $79,934 County: $79,934 Indirect cost rate for the Federal award(including if the de minimis rate is charged per§200.414 Indirect(F&A)costs): Not to exceed 20%00 Approved federally recognized indirect cost'rate negotiated between the subrecipient and the Federal Government or, if no such rate exists, either a rate negotiated between the pass-through entity and the subrecipient(in compliance with this part),or a de miriimis indirect cost rate as defined in§200.414 Indirect (F&A)costs, paragraph (f): Not to exceed 20% Federal Award Project Description: Title IIIC-1 of the Older Americans Act Requirements imposed by the pass-through entity on the subrecipient so that the Federal'award is used in accordance with Federal statutes, regulations and the terms and conditions of the Federal award: Requirements are detailed in the contract with Suffolk County. Additional requirements that the pass-through entity imposes on the subrecipient in order for the pass-through entity to meet its own responsibility to the Federal awarding agency including identification of any required financial and performance reports: Requirements are detailed in the contract with Suffolk County Close-Out Direction: All vouchers and backup must be submitted within 30 days of award period . The above information is to be furnished to all subrecipients of federal awards as stated in 2 CFR Part 200.331. 52 of 53 pages EXHIBIT 1 Rev.41/21`/017; Law No. IFMS No.00000009018 CFbA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980; 6776-3330-95230 Exhibit 1 SUBRECIPIENT CONTRACT DOCUMENTATION Granting Department: Federal Awarding Federal Award Identification CFDA Number: Suffolk County Office for the Agency:Health and Human Number: 93.053. Aging Health NIA Awarding Official Name and County Contract Contract Percentage: Federal Award Date: Contact Information: Number:00000000018 1/1/18. Suffolk County Office for the N/A Federal Percentage:100%. Aging Contract Period of State Percentage: 100 Veterans Memorial Hwy Performance: County Percentage: PO BOX 6100 1/1/18-12/31/18. Hauppauge, NY 11788 Subrecipient Name&Address Research& Federal Funds Obligated by Federal Funds Town of Southold Development this Action: Obligated to 53095 Main Road ❑Yes xNo $28,687.00 Subrecipient by Total Federal Award County including P.O.BOX 1179 Committed to current obligation: Southold NY 11971 Subrecipient by the $28,687.00 County: $28,687.00 Indirect cost rate for the Federal award(including if the de minimis rate is charged per§200.414 Indirect(F&A)costs): N/A Approved federally recognized indirect cost rate negotiated between the subrecipient and the Federal Government or, if no such rate exists,either a rate negotiated between the pass-through entity and the subrecipient(in compliance with this part), or a de minimis indirect cost rate as defined in§200.414 Indirect (F&A)costs, paragraph (f): N/A - Federal Award Project Description: Nutrition Services Incentive Program Requirements imposed by the pass-through entity on the subrecipient so that the Federal award is used in accordance with Federal statutes, regulations and the terms and conditions of the Federal award: Requirements are detailed in the contract with Suffolk Count Additional requirements that the pass-through entity imposes on the subrecipient in order for the pass-through entity to meet its own responsibility to the Federal awarding agency including identification of any required financial and performance reports: Requirements are detailed in the contract with Suffolk County Close-Out Direction: All vouchers and backup must be submitted within 30 days of close of award period The above information is to be furnished to all subrecipients of federal awards as stated in 2 CFR Part 200.331. 53 of 53 pages EXHIBIT 1