Loading...
HomeMy WebLinkAboutI - 09 Agreement between Town and County $500,000 InvestmentAGREEMENT • 4f THIS AGREEMENT, entered into this day of 2022, by and between the COUNTY OF CORTLAND, New York, (the "COUNTY"), a municipal corporation organized and existing under the laws of the State of New York with offices at 60 Central Avenue, Cortland, New York 13045, and Town of Cortlandville, (the "SUBRECIPIENT"), with offices located at 3577 Terrace Rd, Cortland, NY 13045. WITNESSETH, that the COUNTY and the SUBRECIPIENT, for the consideration hereafter named, agree as follows: ARTICLE 1. WORK TO BE DONE AND CONSIDERATION THEREFORE The SUBRECIPIENT acknowledges and agrees to provide the following: 1. Agrees that this award is a subaward of SLFRF Rinds; 2. Provide any and all compliance requirements for use of SLFRF funds; 3. Provide any and all reporting requirements for expenditures of SLFRF funds. Reporting by the SUBRECIPIENT will be on a quarterly basis beginning on June 30, 2022, using the attached form found as Exhibit C contained herein. Reporting requirements are subject to change based on the requirements of the United States Department of Treasury. The SUBRECIPIENT shall furnish a detailed STATEMENT OF WORK (the "SOW") with budget for all funds being disbursed under this agreement at time of signing. ARTICLE 2. TERM The SUBRECIPIENT agrees to perform the services and/or supply goods beginning March 1, 2022 and ending December 31, 2023 with the ability to request extensions as deemed appropriate by the COUNTY. See Exhibit D for the terms of the disbursement of funds. ARTICLE 3. ACCEPTANCE AND FINAL PAYMENT Upon receipt of written notice that the Contract has been fully performed and the COUNTY agrees that the Contract has been fully performed, the SUBRECIPIENT shall file with the COUNTY an itemized voucher and all reporting necessary under Article 1 and the COUNTY shall pay the SUBRECIPIENT as outlined under Exhibit D and within the COUNTY'S normal payment period. 1 ARTICLE 4. SUBRECIPIENT'S INSURANCE A. The SUBRECIPIENT shall not cormnence work under this Contract until he/she/it has obtained all insurance required under this paragraph and the COUNTY has approved such insurance. The COUNTY requires the following insurance coverage and amounts: (i) Comprehensive General Liability, including personal injury coverage of $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate and property damage coverage in the amount of $500,000.00 per occurrence and $I,000,000.00 in the aggregate. (ii) Automobile coverage with a combined single limit of $1,000,000.00, (iii) Statutory Workers' Compensation, Disability Coverage, and Unemployment Insurance. (iv) Professional Liability Insurance in the amount of $1,000,000.00 where applicable. (v) Specialty Insurance as noted below: (a) Not Applicable if checked O (b) Type: _ Coverage Limit B. All insurance coverage required to be purchased and maintained by the SUBRECIPIENT under this agreement shall be primary for the defense and indemnification on any action or claim asserted against the COUNTY and/or the SUBRECIPIENT for work performed under this agreement, regardless of any other collectible insurance or any language in the insurance policies which may be to the contrary. ARTICLE 5. REPRESENTATIONS OF SUBRECIPIENT The SUBRECIPIENT represents and warrants: (i) That he/she/it is financially solvent, that he/she/it is licensed to the extent required by law, and that he/she/it is experienced in and competent to perform the services as described in Article 1 above, (ii) That he/she/it has not been convicted of a crime under the laws of the United States or of any state, (iii) That he/she/it has not been disqualified from performing any contract funded by the United States or the State of New York and that there is no proceeding pending or threatened against the SUBRECIPIENT by either government, (iv) That no officer or employee of the County has an interest in this agreement, which would disqualify the SUBRECIPIENT from performing this agreement and receiving payment therefor, (v) That he/she/it's facilities, if used in the performance of this agreement, are accessible to the handicapped or will be made accessible to the handicapped in accordance with applicable regulations, (vi) That he/she/it is familiar with all Federal, State, municipal and departmental laws, ordinances and regulation which may in any way affect the work or those employed therein. (vii) That he/she/it shall comply with all standard New York State contract requirements. 0J ARTICLE 6. PERMITS AND REGULATIONS The SUBRECIPIENT shall procure and pay for all permits and licenses necessary for the services to be rendered hereunder. ARTICLE 7. APPROPRIATIONS If this agreement is fimded by a grant or contract between the COUNTY and the State or Federal government or is otherwise subject to legislative appropriation, the COUNTY shall not be liable beyond the funds authorized by such legislation or provided by the COUNTY, State or Federal governments. In the event that such funding shall be terminated or reduced, this agreement shall end on the effective date of notice of termination. The COUNTY shall remain liable for all charges and expenses incurred prior to the date of termination. If funding is reduced below the level authorized by the COUNTY and the parties do not desire to terminate this agreement, funding shall be deemed to have been reduced to the amount authorized by the State or Federal government as set forth in notice given by the COUNTY to the SUBRECIPIENT. ARTICLE 8. COUNTY'S RIGHT TO STOP WORK{ OR TERMINATE CONTRACT A. The COUNTY shall have the right to stop work or terminate the Contract if: (i) The SUBRECIPIENT is adjudged bankrupt or makes an assignment for the benefit of creditors; or (ii) A receiver or liquidator is appointed for the SUBRECIPIENT or for any of his/her/it's property and is not dismissed within twenty (20) days after such appointment or the proceedings in connection therewith are not stayed on appeal within said twenty (20) days; or (iii) The SUBRECIPIENT refuses or fails to prosecute the work or any part thereof with due diligence; or (iv) The SUBRECIPIENT fails to make prompt payment to persons supplying labor for the work; or (v) The SUBRECIPIENT fails or refuses to comply with all applicable laws, regulations or ordinances applicable to the performance of this agreement; or (vi) The determination that any representation or certification made under this agreement is untrue; or (vii) The SUBRECIPIENT violates any provision of the Contract; (viii)In any event, the COUNTY, without prejudice to any other rights or remedy it may have, may by seven (7) days notice to the SUBRECIPIENT, terminate this contract pursuant to the grounds stated herein. In such case, the SUBRECIPIENT shall not be entitled to receive any further payment until the work is complete. If the unpaid balance of the compensation to be paid to the SUBRECIPIENT hereunder exceeds the expense of completing the work, such excess shall be paid to the 3 SUBRECIPIENT. If such expense exceeds such unpaid balance, the SUBRECIPIENT shall be liable to the COUNTY for such excess. (ix) COUNTY may terminate this contract upon thirty (30) days written notice to the SUBRECIPIENT if deemed in the best interest of the COUNTY. (x) COUNTY may terminate if the contract is not funded. B. Upon termination of this agreement, the SUBRECIPIENT shall comply with all County close-out procedures, including but not limited to: (i) Accounting for and refunding to the COUNTY within 30 days, any unexpended funds which have been paid to the SUBRECIPIENT pursuant to this agreement; (ii) Not incur any further obligations pursuant to this agreement after the termination date; (iii) Submit to the COUNTY, within 30 days of termination, a full report of receipts and expenditures of funds, program activities, and obstacles, if any, attendant to SUBRECIPIENT'S performance of this agreement; and (iv) Furnishing within 30 days an inventory to the COUNTY of all equipment, appurtenances and property purchased by the SUBRECIPIENT through or provided under this agreement, and carrying out any COUNTY directive concerning the disposition thereof. C. If the COUNTY terminates this agreement for cause, the COUNTY may procure, upon such terms and in such manner as it deems appropriate, services similar to those so terminated, and any services so procured by the COUNTY to complete the services herein will be charged to the SUBRECIPIENT and/or set off against any sums due the SUBRECIPIENT. D. If the SUBRECIPIENT defaults, the COUNTY may at its option: (i) Terminate this agreement; and/or (ii) Recover counsel fees and all costs incurred to enforce this agreement; and/or (iii) Obtain replacement goods or services and hold the SUBRECIPIENT responsible for the replacement costs or expenses; and/or (iv) Pursue such other remedies as may be available under law or this agreement. These remedies are cumulative. E. Notwithstanding any other provisions of this agreement, the SUBRECIPIENT shall not be relieved of liability to the COUNTY for damages sustained by the COUNTY by virtue of the SUBRECIPIENT'S breach of the agreement or failure to perform in accordance with applicable professional standards, and the COUNTY may withhold payments to the SUBRECIPIENT for the purpose of set-off until such time as the exact amount of damages due to the COUNTY from the SUBRECIPIENT is determined. The rights and remedies of the 4 COUNTY provided herein shall not be exclusive and are in addition to any other rights and remedies provided by law or by this agreement. ARTICLE 9. INDEMNIFICATION / HOLD HARMLESS The SUBRECIPIENT and the COUNTY shall indemnify, defend and hold the other party, its Departments, and its officers, employees, contractors, representatives and agents harmless from and against any and all claims, fines, demands, losses, damages and expenses, including attorney's fees, relating to or arising out of any negligent or intentional acts and/or omissions of the other party or any of its directors, officers, employees, contractors, representatives, or agents. ARTICLE 10. MONITORING OF PERFORMANCE The COUNTY shall have the right during the term of this agreement and for the period limited by the applicable statute of limitations to ensure that the services to be provided by the SUBRECIPIENT have been provided as agreed. The SUBRECIPIENT herby consents to the examination of the SUBRECIPIENT'S records and agrees to provide to or permit the COUNTY to obtain copies of any documents relating to the performance of this agreement. The SUBRECIPIENT shall maintain all records required by this paragraph for five (5) years after the date this agreement is terminated or ends; whichever last occurs. ARTICLE 11. INDEPENDENT CONTRACTOR The SUBRECIPIENT, including all its officers, employees and agents agrees that their relationship to the COUNTY and any of its Departments or units, is that of an independent contractor, and said SUBRECIPIENT covenants and agrees that they will not conduct themselves as, nor hold themselves out as, nor claim to be an officer or employee of the COUNTY by reason hereof and that they will not claim, demand or make an application to or for any right or privilege applicable to an officer or employee of the COUNTY, including, but not limited to, Workers' Compensation coverage, Unemployment Insurance benefits, Social Security coverage, medical and/or dental benefits, or retirement membership or credit. As an independent contractor, the SUBRECIPIENT shall be solely responsible for determining the means and methods of performing the services and shall have complete charge and responsibility for the SUBRECIPIENT'S personnel engaged in the performance of the services. However, if any personnel of the SUBRECIPIENT act in a manner that is detrimental to the COUNTY, the COUNTY may require the SUBRECIPIENT to remove or replace such personnel with respect to the performance of services under this agreement. ARTICLE 12. ASSIGNMENT Neither party may assign or sub -contract this contract or any portion thereof, without prior written consent of the other party hereto. 5 ARTICLE 13. REQUIRED PROVISIONS OF LAW Each and every provision of law and clause required by law to be inserted in this Contract shall be deemed to have been inserted herein. If any such provision is not inserted, through mistake or otherwise, then upon the application of either party, this Contract shall be physically amended to make such insertion. ARTICLE 14. APPLICABLE LAW, VENUES AND DISPUTES This agreement is governed by the laws of the State of New York. The exclusive means of disposing of any dispute arising under this Agreement shall be decided in a New York State Court of competent jurisdiction located within Cortland County, New York, There shall be no right to binding arbitration. Pending final resolution of a dispute, the SUBRECIPIENT shall proceed diligently with performing the terms of this Agreement. The SUBRECIPIENT waives any dispute or claim not made in writing and received by the COUNTY within thirty (30) days of the occurrence giving rise to the dispute or claim. The claim must be in writing for a sum certain and any money requested must be fully supported by all cost and pricing information. ARTICLE 15. REMEDIES The remedies specified herein shall be cumulative and in addition to any other remedies available of law or in equity. Waiver of a breach of any provision of this Agreement shall not constitute a waiver of any other or future breach of the same provision or any other provision of the Agreement. ARTICLE 16. NOTICES All notices of any nature referred to in this agreement shall be in writing and sent by registered or certified mail, postage pre -paid, to the respective addresses set forth below or to such other addresses as the respective parties may designate in writing. To the SUBRECIPIENT: Business Name: Town of Cortlandville Physical Address: 3577 Terrace Rd, Cortland, NY 13045 Mailing Address: 3577 Terrace Rd, Cortland, NY 13045 Contact Person: Tom Williams, Supervisor Telephone #: (607) 756-6091 E-Mail Address: tawilliams@cortlandville.org To the COUNTY: Chair of the Legislature (and) County Administrator Kevin Fitch Robert Corpora County of Cortland County of Cortland 60 Central Avenue 60 Central Ave Suite 316 Cortland, New York 13045 Cortland, New York 13045 rl ARTICLE 17. SEVERABILITY In the event any provision hereof shall be held for any reason to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the remaining provisions of this agreement, which shall continue in full force and effect. ARTICLE 18. WAIVER No waiver of any breach of any condition of this Agreement shall be binding miless in writing and signed by the party waiving said breach. No such waiver shall in any way affect any other term or condition of this Agreement or constitute a cause or excuse for a repetition of such or any other breach unless the waiver shall include the same. ARTICLE 19. MODIFICATION This Agreement constitutes the complete understanding of the parties. No modification of any provisions thereof shall be valid unless in writing and signed by both parties. ARTICLE 20. EXECUTORY CLAUSE The COUNTY shall have no liability under this Agreement to the SUBRECIPIENT or to anyone else beyond funds appropriated and available for this Agreement. ARTICLE 21. RECORDS RETENTION AND AUDIT A. The COUNTY, the State of New York, and the United States shall have the right at any time during the term of this agreement and for the period limited by the applicable statute of limitations to audit the payment of monies hereunder. Additionally, the SUBRECIPIENT shall: G) Comply with any demands made by the COUNTY to provide information with respect to the payment of monies hereunder during the period covered by this paragraph; (ii) Maintain its books and records in accordance with generally accepted accounting principles or such other method of account, which is approved in writing by the COUNTY prior to the date of this agreement; (iii) Maintain the revenues and expenditures in connection with this agreement so they are separately identifiable; (iv) Fully document each expenditure or claim for payment. Expenditure or claims for payment which are not fully documented may be disallowed; (v) Agree to provide to or permit the COUNTY to examine or obtain copies of any documents relating to the payment of money to the SUBRECIPIENT or expenditures made by the SUBRECIPIENT for which reimbursement is made to the SUBRECIPIENT by the COUNTY; (vi) Maintain all records required by this paragraph for five (5) years after the date this agreement is terminated or ends. B. If the SUBRECIPIENT has expended, in any fiscal year, $750,000.00 or more in funds provided by the Federal financial assistance program from a Federal agency pursuant to this agreement and all other contracts with the COUNTY, the SUBRECIPIENT shall provide the COUNTY with an audit prepared by an independent auditor in accordance with the Single Audit Act of 1984, 31 U.S.C. §7501, et seq„ as amended, and the regulations adopted pursuant to such Act. C. In addition to the foregoing, if this agreement is financed by Medicare reimbursements, then until the expiration of four (4) years after the furnishing of the services provided under this agreement, the SUBRECIPIENT will make available to the Secretary, U.S. Department of Health and Human Services, and the U.S. Comptroller General, and their representatives, this agreement and all books, documents, and records necessary to certify the nature and extent of the costs of those services. If the SUBRECIPIENT carries out the duties of the agreement through a subcontractor worth $10,000.00 or more over a 12-month period with a related organization, the subcontract will also contain an access clause to permit access by the Secretary, Comptroller General, and their representatives to the related organization's books and records. ARTICLE 22. PRIVACY AND SECURITY (HIPAA) (APPLICABLE TO ALL CONTRACTS FOR GOODS AND SERVICES WHICH RELATE TO MEDICAL RECORD -KEEPING) The purpose of this clause is to set forth the requirements for privacy and security of protected health information ("PHI") mandated by 45 CFR Part 164 as they apply to the services provided by SUBRECIPIENT on behalf of COUNTY. Terms and conditions required relative to this agreement are incorporated and attached to this agreement as "Exhibit E". ARTICLE 23. CIVIL RIGHTS COMPLIANCE The SUBRECIPIENT agrees to all legal requirements relating to nondiscrimination and nondiscriminatory use of Federal funds. Additionally, the SUBRECIPIENT will NOT deny benefits or services or otherwise discriminate on the basis of race, color, national origin (including limited English proficiency, disability, age, or sex (including sexual orientation and gender identity), in accordance with the following authorities: Title VI of the Civil Rights Act of 1964 (Title VI) Public Law 88-352, 42 U.S.C. 2000(d)-1 et seq., and the U.S. Treasury Department's implementing regulations, 31 CFR part 22; Section 504 of the Rehabilitation Act of 1973 (Section 504), Public Law 93-112, as amended by Public Law 93-516, 29U.S.C. 794; Title IX of the Education Amendments of 1972 (Title IX), 20 U.S.C. 1681 et seq., and the Department's implementing regulations, 31 CFR part 28; Age Discrimination Act of 1975, Public Law 94-135, 42 U.S.C. 6101 et seq., and the U.S. Treasury Department's 8 regulations at 31 CFR part 23 and 31 CFR part 22; and Coordination of Non-discrimination I Federally Assisted Programs, 28 CFR part 42. SUBRECIPIENTS will be required to submit data or information as mandated by the U.S. Department of Treasury in order to provide proof of compliance with this section of the agreement and receive State and Local Fiscal Recovery Funds (SLFRF). IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized officials, this Agreement in duplicate (2 copies) each of which shall be deemed an original on the date written. COUNTY OF CORTLAND DATE: BY: Robert Corpora, County Administrator Office of County Administration Acknowledgement STATE OF NEW YORK ) COUNTY OF CORTLAND ) ss.: On this day of , 20 , before me, the undersigned, a Notary Public in and for said State, personally appeared Robert Corpora, personally luiown to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public SUBRECIPIENT Town of Cortlandville DATE: BY: (NAME Of SIGNATORY) (COP P. OFFICERIPOSITION) Acknowledgement STATE OF NEW YORK ) COUNTY OF ) ss.: On this day of 20_, before me, the undersigned, a Notary Public in and for said State, personally appeared , personally Icnown to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and aelmowledged to me that he/she executed the same in his/her capacity, that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public 10 EXHIBIT A — COMPLIANCE AND REPORTING GUIDANCE SUBRECIPIENTS will be required to submit data or information as mandated by the U.S. Department of Treasury in order to provide proof of compliance and receive State and Local Fiscal Recovery Funds (SLFRF). (This Exhibit is subject to changes and amendments as required by the U.S. Department of Treasury). THIS IS THE SPACE LEFT TO ATTACH ANYTHING RECEIVED BY THE U.S. DEPARTMENT OF TREASURY REQUIRING CIVIL RIGHTS REPORTING AND COMPLIANCE. EXHIBIT B — WORK TO BE DONE BY THE SUBRECIPIENT (Statement of Work) THIS IS THE SPACE LEFT TO INCLUDE THE SUBRECIPIENT'S STATEMENT OF WORK AS REQUIRED UNDER ARTICLE 1 OF THIS AGREEMENT. 12 TOWN OF CORTLANDVILLE THE RAYMOND G. THORPE MUNICIPAL BUILDING 3577 Terrace Rd. Cortland, New York 13045 Phone (607)756-6091 Fax (607) 758-7922 TDD 1-800-662-1220 Supervisor Tom Williams Town Board Members Jay Cobb,Deputy Supervisor Jeff Guido, Deputy Supervisor Ted Testa Douglas E. Withey August 6, 2021 Paul Heider, Chairman Cortland County Legislature 60 Central Ave. Cortland, NY 13045 Dear Paul, Attorney John A. DelVecchio Assistant to the Sunervisor Patty O'Mara Please consider this letter a preview to a later and more formal presentation to your Covid Relief Fund Allocations Committee as we seek resources for the continued growth of Gutchess Lumber Sports Complex (GLSC) in the Town of Cortlandville. To date, the Town has allocated more than $4 million for the construction of two top -tier baseball playing surfaces and related amenities. In the second year of GLSC operations has generated more than $1.3 million in economic impact in the community. That early success has now resulted in a contract with a national baseball scouting organization that will help us build two additional fields -- a major step forward in our plans to develop the GLSC facility as a northeastern sports tourism destination. We have been fortunate to lean on a variety of partners as we've moved forward with the GLSC project, including the. Gutchess family, the State of New York, the Cortland Regional Sports Council, The Cortland County Business Development Corporation, the City of Cortland, and many, many more. Now, as we undertake the "next level" development of the GLSC, we respectfully invite Cortland County's partnership, as well. The Town ofCordaudville is an wish to file a Civil (this program complaint of disc the farm You ruay also write a letter containing all oirthe hi6i complete complabd form or letter to us by rmail'at U.S. Depa IndependeneeAvenua, SW, Washington D.C. 20250-9410, pity provider and employer. mplete the USDA ProgranDiscrimmadmi Complaint or at any USDA office, or call (866)632-9992 to request egrtesled in firejarm oNelferlu rhejorrm Send your Agriculture, Director, Office ofAdJudieation,1400 12)690-7442 or email alonram.inaho7ausd&iLo_v, A County allocation of $500,000 ($250,000 for each of the two years in which the Federal Covid Relief Funding will be available) to help underwrite the field construction will be critical to our plans for continued development of the GLSC as a Countywide asset not just for its ability to attract tourism dollars but also for its standing as a top recreational facility for local residents (we've already built a pavilion, an accessible playground and new restroom facilities and are in planning for new walking trails connecting the GLSC to Lime Hollow Nature Center). With more than 50 acres left to develop on GLSC and with key relationships that can lead to even more impactful growth, few Counties in this region can, or likely will, match this tremendous opportunity to grow business, create jobs, and stimulate capital investment. We look forward to further discussion about how Cortland County may join us in this exciting venture. Best regards, Tom Williams, Supervisor ON MOTION OF GEORGE WAGNER RESOLUTION NO. 236-21 Authorize Use of American Rescue Plan Funds for the Development of Gutchess Lumber Sports Complex and Town Park WHEREAS, the Town of Cortlandville has invested $3,000,000 towards the development of the Gutchess Lumber Sports Complex & Town Park for the betterment of Cortland County, AND WHEREAS, the Gutchess Lumber Sports Complex & Town Park brings visitors and outside investment into Cortland County including occupancy and sales tax revenue, AND WHEREAS, the Town of Cortlandville proposes farther expansion of the Gutchess Lumber Sports Complex & Town Park to provide for additional economic impact as well as contributing to the quality of life for Town and County residents, AND WHEREAS, it would be in the best interest of Cortland County residents to invest in the development of the Gutchess Lumber Sports Complex & "Town Park, AND WHEREAS, Cortland County has been awarded $9,000,000 through the Federal American Rescue plan to support projects that will provide for economic resiliency and enhance communities that have been negatively affected by the COVID-19 pandemic, AND WHEREAS, the Cortland County Federal Aid Allocation Citizen's Advisory Committee has endorsed a proposal to invest $500,000 of the federal aid revenue into the Gutchess Lumber Sports Complex & Town Park, including the expansion of athletic facilities as well as other publicly accessible park facilities, NOW THEREFORE BE IT RESOLVED, that the Cortland County Legislature hereby authorizes the expenditure of $500,000 from the Federal American Rescue Plan funds for the Gutchess Lumber Sports Complex & Town Park for the purposes of developing atletic and publicly accessible recreation facilities, AND BE IT FURTHER RESOLVED, that $250,000 be allocated to the Gutchess Lumber Sports Complex & Town Park from the 2021 Federal American Rescue Plan funds and that $250,000 be allocated to the Gutchess Lumber Sports Complex & Town Park from the 2022 Federal American Rescue Plan fiends. STATE OF NEW YORK) SS: COUNTY OF CORTLAND ) This is to certify that 1, the undersigned, Clerk of the Cortland County Legislature, have compared the foregoing copy with the original now on file in this office, and that the above actions were passed by the Cortland County Legislature on the 26th day of August, 2021 and that the same is a correct and true transcript of such actions taken, IN WITNESS WHEREOF I have hereunto set my hand and the official seal of the CORTLAND COUNTY LEGISLATURE, this 26th day of August, 2021. (l/ Cleric of the Cortland County Legislature EXHIBIT C — REPORTING FORM THIS SECTION WILL INCLUDE THE QUARTERLY REPORTING FORM THAT MUST BE FILLED OUT BY ALL SUBRECIPIENTS BEGINNING ON JUNE 30, 2022. Reporting requirements will be forwarded as soon as the County receives them from the U.S. Department of Treasury. Minimum reporting will be the following: An itemized list of all expenditures from this grant. Subrecipient must document project expenditures and provide proof of payment in full to all vendors/contractors. Proof of payment includes a paid invoice and cancelled check. Copies of all permits and licenses required by the municipality(s) and agreements with property owners, if not owned by Subrecipient, for the work to be performed. Note: Personal labor performed by the subrecipient and/or volunteer labor is not an allowable expense. 13 EXHIBIT D — DISBURSEMENT INFORMATION THIS SECTION WILL DESCRIBE HOW THE COUNTY WILL DISBURSE THE PAYMENTS TO THE SUBRECIPTENT BASED ON THE WORK BEING DONE BY THE SUBRECIPIENT. Total disbursement for this grant from Cortland County from ARPA funds is $500,000.00 (Five - hundred thousand dollars). Payment schedule: 2021 or when contract is signed - $250,000 2022 - $250,000 Upon approval of the attached fully executed agreement the County shall pay the Town of Cortlandville, Gutchess Lumber Sports Complex & Town Park for the purpose of developing athletic and publicly accessible recreation facilities the amount of $500,000.00 (Five -hundred thousand dollars). All funds must be used based on presentations made to the Federal Aid Allocation Citizen's Advisory Committee and Cortland County Legislative resolution 236-21 dated August 2611, 2021. 14 EXHIBIT E PRIVACY AND SECURITY (HIPAA) The purpose of this clause is to set forth the requirements for privacy and security of protected health information ("PHI") mandated by 45 CFR Part 164 as they apply to the services provided by SUBRECIPIENT on behalf of COUNTY. (A) SUBRECIPIENT understands the importance of the privacy of a patient's PHI, and agrees to protect that right to the extent necessary under this Agreement and under current federal, state, and local regulations and laws. All PHI will be handled in a private and/or confidential manner. For purposes of this Agreement, PHI is any data or other information as defined by the Department of Health and Human Services in the Code of Federal Regulations, 45 CFR § 164,501. (B) Further, SUBRECIPIENT understands that County's patients are intended third -party beneficiaries of this Agreement, and have all the rights and privileges of any third -party beneficiary under current law. (C) Uses and disclosures of PHI that are permitted are those necessary in order for SUBRECIPIENT to: 1. Properly manage and administer its functions. 2. Meet its legal responsibilities. 3. Provide data aggregation services relating to the health care operations of the COUNTY. 4. Make those disclosures required by law such as in situations of abuse, neglect, or domestic violence. The uses and disclosures permitted are limited to the PHI necessary to meet the requirements of the late that compels the use or disclosure. 5. Make disclosures in response to a judicial or administrative proceeding through a lawful process such as a subpoena or discovery request. (D) The uses and disclosures of PHI that are required are those disclosures necessary: 1. For patients to review their PHI. 2. To provide an accounting of disclosures in accordance with 45 CFR § 164.528, 3. To allow the Secretary of Health and Human Services to determine County's compliance with 45 CFR §164.504. (E) SUBRECIPIENT shall make the following assurances to COUNTY: 1. SUBRECIPIENT agrees that it shall not use or disclose any patient's PHI for any purpose not expressly stated in this Agreement. Further, SUBRECIPIENT shall not use or disclose PHI in any manner or context prohibited by the Health hrsurance Portability and Accountability Act of 1996 ("HIPAA") and subsequent federal, state, and local regulations. If SUBRECIPIENT does use or disclose PHI for a purpose not expressly stated in this Agreement, it shall irmnediately cease the unauthorized use or disclosure, and shall notify COUNTY in writing of such use or disclosure. 15 SUBRECIPIENT agrees to mitigate, to the extent practicable, any harmful effect Imown to it of a use or disclosure of PHI not allowed under this Agreement. 2. SUBRECIPIENT further agrees that any sub -contractors or other persons or entities not directly employed by SUBRECIPIENT who use or disclose PHI obtained from COUNTY, shall abide by terms of this clause of this Agreement. Any sub -contractor or other person or entity not directly employed by SUBRECIPIENT that has used or disclosed PHI without proper authorization (as defined in HIPAA and subsequent federal, state, and local regulations) shall be considered to have acted as an agent of SUBRECIPIENT, and have violated the terms of this Agreement. COUNTY may consider this use or disclosure a material breach of this Agreement. 3. By signing this Agreement, SUBRECIPIENT is assuring COUNTY it has met the minimum safeguards necessary to protect unauthorized use or disclosure of PHI to any person or entity not party to this Agreement. Such safeguards shall include the security safeguards outlined by the 1996 Health Insurance Portability and Accountability Act and subsequent federal regulation, including: physical access to PHI, technical access to PHI, and administrative policies and procedures addressing security of PHI. 4. Provider shall report to COUNTY any instance or circumstance in which PHI has been used or disclosed by an unauthorized person or entity, including accidental disclosure by SUBRECIPIENT. SUBRECIPIENT shall notify COUNTY in writing of any steps or procedural changes made to address the unauthorized use or disclosure. 5. Should COUNTY find PHI used of disclosed to SUBRECIPIENT to be inaccurate or incomplete, SUBRECIPIENT shall incorporate any amendments or corrections to the PHI at COUNTY's request. 6. SUBRECIPIENT will make PHI available to the individual who is the subject of the PHI for amendment. Such requests by the individual for their PHI from SUBRECIPIENT will be made through County. SUBRECIPIENT will incorporate any amendments to PHI that have been made by COUNTY by virtue of the individual's request for amendment. 7. SUBRECIPIENT will provide a timely accounting to the individual or to COUNTY, if requested by either, of the disclosures of an individual's PHI. 8. Should SUBRECIPIENT make any material alterations to the PHI while the PHI is in its possession, SUBRECIPIENT shall notify COUNTY of such alterations so that COUNTY may inform the patient who is the subject of the PHI. 9. At the termination of this Agreement, SUBRECIPIENT shall return or destroy to the satisfaction of COUNTY any PHI held or maintained by SUBRECIPIENT and retain no copies of such information. If COUNTY and SUBRECIPIENT mutually agree that returning or destroying the PIII is not feasible or permitted under law, the PHI will remain protected after this agreement 16 ends for as long as SUBRECIPIENT maintains the information. Further uses or disclosures of the PHI will be limited to those purposes that make the return or destruction infeasible. (F) If COUNTY determines SUBRECIPIENT has violated any of the above assurances, covenants or terms, the SUBRECIPIENT has committed a material breach of this Agreement. COUNTY may then provide SUBRECIPIENT with an opportunity to cure the breach or may terminate this Agreement and may report the violations to the Department of Health and Human Services ("HHS") or other federal or state entity for possible prosecution or sanctions. (G) Both parties to this agreement agree that they will protect the integrity and confidentiality of any PHI being shared electronically. (H) SUBRECIPIENT hereby gives COUNTY and the Department of Health and Human Services (or an agent acting on behalf of HHS) the express right to inspect any and all internal practices, books, and records relating to the use or disclosure of PHI by SUBRECIPIENT. If HHS suspects an unauthorized use or disclosure of PHI by SUBRECIPIENT, HHS is authorized to pursue an investigation into SUBRECIPIENT's activities for the purposes of determining whether an unauthorized use or disclosure of PHI has taken place. (I) SUBRECIPIENT may have policies and procedures relating to privacy and security in place prior to the commencement of this Agreement. If, after reasonable investigation, COUNTY concludes SUBRECIPIENT's policies and procedures to be "adequate" protection of a patient's privacy rights relating to PHI, SUBRECIPIENT may elect to continue to use its own policies and procedures. The terms "adequate" in this clause means SUBRECIPIENT's policies and procedures meet the minimum privacy and security standards as set forth in COUNTY's privacy and security policies and procedures. (J) COUNTY, through the appropriate Department will: 1. provide SUBRECIPIENT with its Privacy Notice; 2, provide SUBRECIPIENT with any changes in, or revocation of, permission by a patient to use or disclose PHI, if such changes affect SUBRECIPIENT's permitted or required uses or disclosures; and 3. notify SUBRECIPIENT of any restriction to the use or disclosure of PHI to which the COUNTY has agreed. (K) Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic protected health information (ePHI) that it creates, receives, maintains, or transmits on behalf of Cortland County. (L) Ensure that any agent, including a subcontractor, to whom Contractor provides ePHI agrees to implement reasonable and appropriate safeguards to protect this information. 17 (M) Report to Security Officer of Cortland County any security incidents of which it becomes aware. (A security incident is defined as the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system.) EF3