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HomeMy WebLinkAboutCOM 0140.039 2002-2004 ~vv w Harry Kim o°:1~~c.'" Motor Alan R. Parker Execu[ive on Aging County of Hawaii OFFICE OF AGING I lilo Wguun Centre, 101 Aupuni Street, Sui+c 342, Hlo. I lawai'~ 96720-0262 C~ Phone (808) 961-8600 • Pux (80R) 9GI-8603 Hamm~a Place. 75-1706 Kuakini I-lighway_ Swte 10C. Kadua-Kona I Iawai~f 96740-ICI O Phunc ~80R)327-3597 • R:x (8081327-3599 r'n G ~ n OD _ DATE: November 10, 2003 - ca TO: James Y. Arakaki Council Chair and ~ ~ n 1/~~ CJ~7{uncil Members _ cc~ VIA: ~Y+'~ !D~eann~a Sako ontroller FROM: ~ ' ~ Al~rk xecutive on Aging RE: NOTIFICATION OF GRANT AWARD Compliance with Ordinance No. 03-91, Section 7(1) Name of Grant Program: Area Plan on Aging Grantor: Dept. of Health, Executive Office of Aging County Grantee Department or Agency: Hawaii County Office of Aging Grant No. (IF KNOWN): HA-2004-1(N) Amount of Grant: $1,237,900.00 Amount of County Match: $120,000.00 County Rev. & Exp. Account Numbers: #3301.04 & #010-411-5411.09 to 10 - $828,200.00 (HCOA) #3301.01 & #010-481-5483.01 to .03 - $301,200.00 (HCNP) #3301.15 & #010-481-5481.01 to .03 - $108,500.00 (CSE) Grant Period (Commence. & Completion): July 1, 2003 to June 30, 2004 Purpose of Grant: To provide the supportive social services, recreational and cultural programs, congregate and home delivered nutrition services, in-home services, and preventive health services described in the State approved Area Plan for the County of Hawaii. Is final report required by grantor? OX Yes ~ No Notification attached: ©Yes No cc: Parks & Recreation Ref. 70: + R8 f I)af~An Area Agency un Aging STATE OF HAWAII AGREEMENT FOR HEALTH AND HUMAN SERVICES: TRANSACTIONS EXEMPT FROM CHAPTER 103F, HRS This Agreement, executed on the respective dates of the signatures of the parties shown hereafter, is effective as of (date) July 1 2003 , between the (agency) Department of Health State of Hawaii (the "STATE"), by its Executive Director, Executive Office on Aging (the "DIRECTOR"),whose address is 250 South Hotel Street, Suite 406, Honolulu , and CountKof Hawaii by and through its County Council and its Mayor (the "PROVIDER"), a (government entity/corporation/partnership/sole proprietorship/other business form) local government entity whose business address and taxpayer identification number are:Hawaii County Office of Agint= 101 A~uni Street Room 342 Hilo, Hawaii 96720 TIN 99-6000567 RECITALS A. This Agreement is for a purchase of health and human services that is exempt from the requirements of Chapter 103F, HRS, because: ? this Agreement is between or among government agencies as provided in Section 103F-101(a)(2), HRS; ? this Agreement is to award grants or subsidies of state funds appropriated by the legislature to a specific organization as provided in Section 103F-101(a)(1), HRS, and Section 3-141-503(a)(2), HAR, or to award subawards and subgrants to specific organizations directed by the funding source as provided in Section 3-141-503(a)(1); ® this Agreement is wholly or partly funded from federal sources that conflict with the procedures and requirements established by Chapter 103F, HRS, and its implementing regulations; ? this Agreement is wholly or partly funded from federal sources that (1) identifies a target class of beneficiaries, (2) defines the requirements for a provider to be qualified to participate in the federal program, and (3) has the price of the provided health and human services dictated by federal law; EXEMPT TRANSACTIONS Page 1 Form AG3-Exempt(4/99) HA-2004-1(N) ? this Agreement is for an affiliation agreement with hospitals and other health care providers required for University of Hawaii clinical programs; ? this Agreement is for the services of psychiatrist, or psychologists in criminal or civil proceedings as required by a court order or by the rules of the court; ? this Agreement is for a transaction covered by a written exemption from the Chief Procurement Officer for the STATE dated B. The STATE is in need of the health and human services described in this Agreement and its exhibits (the "Required Services"). The PROVIDER is agreeable to providing the Required Services. C. Money has been appropriated for the purchase of the Required Services by: (1) (identify state sources) or (2) (identify federal sources) Older Americans Act Funds ,or both, in the following amounts: State: $ -0- Federal: $ 1.025.121 D. Pursuant to (legal authority for Agreement) Section 349 - 3. HRS , the STATE is authorized to enter into this Agreement. E. The undersigned representative of the PROVIDER represents, and the STATE relies upon such representation, that he or she has authority to sign this Agreement by virtue of (check any or all that apply): ? corporate resolutions of the PROVIDER or other authorizing documents such as partnership resolutions; ? corporate by-laws of the PROVIDER, or other similar operating documents of the PROVIDER, such as a partnership agreement, or an limited liability company operating agreement; EXEMPT TRANSACTIONS Page 2 Form AG3-Ezempt(4/99) HA-2004-1(N) ? the PROVIDER is a sole proprietor and as such does not require any authorizing documents to sign this Agreement; ® the PROVIDER is a government entity, and the undersigned representative of the PROVIDER is duly-authorized to execute contracts on behalf such government entity; ? other evidence of signing authority: F. The PROVIDER has produced, and the STATE has inspected, a certificate of insurance in the amount of N/A DOLLARS for bodily injury and property damage liability arising in connection with the PROVIDER'S performance under this Agreement. G. The PROVIDER has produced, and the STATE has inspected, a tax clearance certificate with approval from the State of Hawaii, Department of Taxation, dated N/A , NOW, THEREFORE, in consideration of the promises contained in this Agreement, the STATE and the PROVIDER agree as follows: 1. Scope of Services. The PROVIDER shall, in a proper and satisfactory manner as determined by the STATE, provide the Required Services as set forth in Exhibit "A" to this Agreement, which is attached, and made a part of this Agreement. 2. Term of Agreement. The PROVIDER shall provide the Required Services from (date) July 1 , 2003 , to (date) June 30 , 2004 ,unless this Agreement is sooner terminated. 3. Compensation. The PROVIDER shall be compensated in a total amount for all required services not to exceed One Million. Twenty-Five Thousand One Hundred Twenty-One DOLLARS 1.025.121 including taxes, at the time and in the manner set forth in Exhibit "B" to this Agreement, which is attached, and made a part of this Agreement. ? based upon referrals to the PROVIDER from the STATE, payment EXEMPT TRANSACTIONS Page3 Form AG3-Exempt (4/99) HA-2004- I (N) for each such referral shall be made according to Exhibit "B" to this Agreement, which is attached, and made a part of this Agreement. The STATE shall provide a minimum of referrals to the PROVIDER. 4. Reporting Requirements. In addition to whatever other reports may be required elsewhere in this Agreement, the PROVIDER shall also submit a Final Project Report, by (date) August 30, 2004 No amendment to the PROVIDER'S Final Project Report shall be considered after (date) September 30, 2004 . 5. Standards of Conduct Declaration. The Standards of Conduct Declaration of the PROVIDER is attached as Exhibit "C", and is made a part of this Agreement. 6. Other Terms and Conditions. The General Conditions for Health and Human Services Contracts (the "General Conditions") are attached as Exhibit "D," and are made a part of this Agreement. If applicable, any Special Conditions are attached as Exhibit "E," and are made a part of this Agreement. In the event of a conflict between the General Conditions and the Special Conditions, the Special Conditions shall control. 7. Notices. Any notice, communication, or information required to be given by any party to this Agreement shall be made in writing, and shall be (a) delivered personally, or (b) sent by United States first class mail, postage prepaid. Notice required to be given to the DIRECTOR shall be sent to the DIRECTOR'S office in Honolulu, Hawaii. Notice to the Agency Procurement Officer shall be sent to: 250 South Hotel Street Suite 406. Honolulu, HI 96813 Notice to the PROVIDER shall be sent to the PROVIDER at the PROVIDER'S address as indicated in this Agreement. Notice to the STATE's Chief Procurement Officer sha? be sent to 1151 Punchbowl Street Rm. 230A, Hon. HI 96813. A notice shall be deemed to have been received three (3) days after mailing or at the time of actual receipt, whichever is earlier. The PROVIDER is responsible for notifying the STATE in writing of any change of address. EXEMPT TRANSACTIONS Page 4 Form AG3-Exempt (4/99) HA=2004-I(N) IN WITNESS WHEREOF, the STATE and the PROVIDER have executed this Agreement effective as of the date first above written. STATE EXECUTIVE OFFICE ON AGING B r~~' Y t Executive Director PROVIDER COU Y OF HAWAII liy - Its A4a~+er, County of Hawaii Maro9~0 gnefar RECOM AMEND AP,~P-R-O~VA~L: Hawaii County OftiJUIV igs L~~3 County Executive APPROVED AS TO FORM AND LEGALITY: Depu Corporation Counsel County of Hawaii APPR~~OAAV__E,,D AS TO FORM: Ur~~ Deputy Attorney General State of Hawaii * Evidence of authority of the PROVIDER'S representative to sign this agreement for the PROVIDER must be attached. EXEMPT TRANSACTIONS Page 5 HA-2004-1(N) Form AG3-Exempt STATE OF HAWAII ) SS. COUNTY OF HAWAII ) On this 20~h day of June, 2003, before me personally appeared DIXIE KAETSU, to me personally known, who, being by me duly sworn, did say that she is the Managing Director of the County of Hawaii, a municipal corporation of the State of Hawaii; that the seal affixed to the foregoing instrument is the corporate seal of said County of Hawaii; that the foregoing instrument was signed and sealed in behalf of the County of Hawaii by authority given to said Mayor of the County of Hawaii by Section 5-1.3(g) of the County Charter, County of Hawaii (1991), as amended, and assigned by the Mayor to the Managing Director pursuant to Section 6-1.3(h) of the County Charter; and said DIXIE KAETSU acknowledged said instrument to be the free act and deed of said County of Hawaii. ~ 9 a ~ ~ T A A CATH . CORREIA ? Notary Public, State of Hawaii A~ BL~~~A. My commission expires: 10/13/06 P,p~ ®~F1p~~\ PROVIDER'S ACKNOWLEDGMENT State of ) SS. County of ) On this day of ,before me personally appeared , to me personally known, who being by me duly sworn, did say that he/she is the of the PROV ER named in the foregoing instrument, and that he/she is authorized to sign said instrume ton behalf of the PROVIDER, as provided in Recital E of the foregoing Agreement, a d acknowledges that he/she executed said instrument as the free act and deed of the PRO IDER. Notary Pubh My commissio expires: EXEMPT TRANSACTIONS Page 6 Form AG3-Exempt HA-2004-1(N) SCOPE OF SERVICES (Federal OAA) PROVIDER shall, in a satisfactory and proper manner as determined by the STATE and in accordance with the terms and conditions of this Agreement, use the Older Americans Act (OAA) funds received under this Agreement to provide the following authorized services described in the OAA: Part B: Supportive Services; Part C: Nutrition Services, including Congregate (C1) and Home Delivered Nutrition Services (C2); Part D: Disease Prevention and Health Promotion Services including the special purpose of providing activities related to medication management, screening, and education to prevent incorrect medication and adverse drug reaction pursuant to the Consolidation Appropriation Act, 2001 (P.L. 106-554); and Part E: National Family Caregiver Support Program, described in the STATE-approved 1999 - 2003 Area Plan for the County of Hawaii not physically attached hereto but by this reference incorporated as part of this Agreement. PROVIDER shall comply with all regulations and requirements.ofthe expending Federal agency and implement the Older Americans Act of 1965, as amended. Federal guidelines supersede all local policies such as targeting, etc. and must be followed as prescribed or as requested by the state agency. Exhibit "A" Page 1 FIA-20041(N) COMPENSATION AND PAYMENT SCHEDULE (Federal OAA) 1. COMPENSATION. Subject to continuing availability of funds, the STATE agrees to pay PROVIDER, for services satisfactorily performed under this Agreement, a sum not to exceed ONE MII,LION TWENTY-FIVE THOUSAND, ONE HUNDRED TWENTY-ONE Dollars ($1,025,121), provided that PROVIDER shall apportion said sum among the programs/activities set forth in Exhibit "A." Payment of this sum shall constitute full and complete compensation for all services, materials, supplies, equipment, overhead, taxes, incidentals, and operating expenses that PROVIDER incurs in the performance of this Agreement. It is strictly understood and agreed by PROVIDER that the sum payable under this Agreement shall be paid only upon receipt by the STATE of those federal funds described and provided pursuant to the STATE's Plan on Aging. The STATE shall not pay said amount to PROVIDER out of any funds other than those received from Department of Health and Human Services. 2. METHOD OF PAYMENT. a. The funds awarded to the STATE by the DHHS and appropriated by the state legislature for purposes of this Agreement shall be subject to the allotment system as provided in Chapter 37, fiawaii Revised Statutes. b. Subject to the availability of funds, payments to PROVIDER under this Agreement shall be made in accordance with and subject to the provisions of Chapter 7, Request Exhibit `B" Page 1 xA-2ooa-tom for Payments (Area Agency on Aging Reporting Handbook), and are subject to the following appropriate Federal or State provisions: c. Federal-Older American Act Funds (1) The STATE shall use the allocation plan contained in Exhibit B-1, pages one (1) to four (4) as a basis of paying PROVIDER. (2) Program income, and interest or investment income, hereinafter referred to as "income," that is collected or earned by PROVIDER or any of its subcontractors as a result of activities supported by funds provided to PROVIDER under this Agreement, shall be retained by PROVIDER or subcontractors earning such income and shall be spent for the expanded level of services prior to using funds provided under this Agreement. Any income in excess of the amount projected in the allocation plan for the expanded level of services shall also be spent prior to using funds provided under this Agreement. (3) All payments shall be made in accordance with and subject to Chapter 40, Hawaii Revised Statutes, which specifies the accounting procedures and controls applicable to payments out of the Treasury of the State of Hawaii. Exhibit "B" Page 2 HA-2004-1(I~ COMPENSATION AND PAYMENT SCHEDULE 1. CONTRACTOR 2. TITLE III FUNDS 3. PERIOD OF AGREEMENT Hawaii County Office of Aging FY 2003 July 1, 2003 to June 30, 2004 5. DESCRIPTION 6. III-B 7. III-C1 8. III-C2 9. III-D 10. III-E 11. III-F 12. VII 13. TOTAL a Annual Allocation $334,532 $270,135 $157,445 $17,147 $120,1 t5 $699,374 b Transfers $40,000 $40,000 $0 $0 $0 $0 c Ad'usted Allocation $374,532 $230,135 $157,445 $17,147 $120,115 $0 $0 $899,374 CONTRACTED TO AREA AGENCY: d Previous) Contracted $251,743 $203,313 $115,230 $12,394 $82,213 $0 $664,893 e Ex enses $294,718 $121,562 $115,230 $12,394 $22,213 $0 $566,117 f Car over d-e $42,975 $81,751 $0 $0 $60,000 $0 $0 $98,776 Balance c-d $122,789 $26,822 $42,215 $4,753 $37,902 $0 $0 $234,481 h Total Funds awarded f+ $79,814 $108,573 $42,215 $4,753 $97,902 $0 $0 $333,257 SHARE BREAKDOWN: i Minimum Contractor Share $9,390 $12,773 $4,966 $559 $11,518 $0 $0 $39,207 Minimum State Share $4,695 $6,387 $2,483 $280 $5,759 $0 $0 $19,603 k Federal Share $79,814 $108,573 $42,215 $4,753 $97,902 $0 $0 $333,257 AMOUNT DUE CONTRACTOR: I TotalFunds Awarded $79,814 $108,573 $42,215 $4,753 $97,902 $0 $0 $333,257 m Cash Held b Contractor $0 $0 $0 $0 $0 $0 $0 $0 n NetAmount Due Contractor I-M $79,814 $108,573 $42,215 $4,753 $97,902 $0 $0 $333,257 HA-2004-1(N) Exhibit B-1 Page 1 Revised 6/12/2003 COMPENSATION AND PAYMENT SCHEDULE 1. CONTRACTOR 2. TITLE III FUNDS 3. PERIOD OF AGREEMENT Hawaii County Office of Aging FY 2004 July 1, 2003 to June 30, 2004 5. DESCRIPTION 6. III-B 7. III-C1 8. III-C2 9. III-D 10. III-E 11. III-F 12. VII 13. TOTAL a Annual Allocation $334,532 $270,135 $157,445 $17,147 $120,115 $899,374 6 25% withholdin $83,633 $67,534 $39,361 $4,287 $30,029 $224,844 c Ad~usted Allocation $250,899 $202,601 $118,084 $12,860 $90,086 $0 $0 $674,530 CONTRACTED TO AREA AGENCY: d Previous) Contracted $0 $0 $0 $0 $0 $0 $0 $0 e Ex enses $0 $0 $0 $0 $0 $0 $0 $0 f Car over d-e $0 $0 $0 $0 $0 $0 $0 $0 Balance c-d $250,899 $202,601 $118,084 $12,860 $90,086 $0 $0 $674,530 h TotalFunds awarded f+ $250,899 $202,601 $118,084 $12,860 $90,086 $0 $0 $674,530 SHARE BREAKDOWN: i Minimum Contractor Share $29,518 $23,835 $13,892 $1,513 $10,598 $0 $0 $79,356 Minimum State Share $14,759 $11,918 $6,946 $756 $5,299 $0 $0 $39,678 k Federal Share $250,899 $202,601 $118,084 $12,860 $90,086 $0 $0 $674,530 AMOUNT DUE CONTRACTOR: I Total Funds Awarded $250,899 $202,601 $118,084 $12,860 $90,086 $0 $0 $674,530 m Cash Held b Contractor $0 $0 $0 $0 $0 $0 $0 $0 n Net Amount Due Contractor I-M $250,899 $202,601 $118,084 $12,860 $90,086 $0 $0 $674,530 HA-2004-1(N) Exhibit B-1 Page 2 Revised 6/12/2003 COMPENSATION AND PAYMENT SCHEDULE 1. CONTRACTOR 2. TITLE III FUNDS 3. PERIOD OF AGREEMENT Hawaii County Office of Aging FY 2002 July 1, 2002 to June 30, 2003 5. DESCRIPTION 6. III-B 7. III-C1 8. III-C2 9. III-D 10. III-E 11. III-F 12. VII 13. TOTAL a Annual Allocation $337,746 $271,559 $154,679 $16,639 $96,721 $877,344 b $42,316 $42,316 $0 c Ad~usted Allocation $380,062 $229,243 $154,679 $16,639 $96,721 $0 $0 $877,344 CONTRACTED TO AREA AGENCY: d Previous) Contracted $380,062 $229,243 $154,679 $16,639 $96,721 $877,344 e Ex enses $380,062 $229,243 $154,679 $16,639 $79,387 $860,010 f Car over d-e $0 $0 $0 $0 $17,334 $0 $0 $17,334 Balance c-d $0 $0 $0 $0 $0 $0 $0 $0 h TotalFunds awarded f+ $0 $0 $0 $0 $17,334 $0 $0 $17,334 ' Additional funtls awarded on Purchase Order SHARE BREAKDOWN: i Minimum Contractor Share $0 $0 $0 $0 $2,039 $0 $0 $2,039 Minimum State Share $0 $0 $0 $0 $1,020 $0 $0 $1,020 k Federal Share $0 $0 $0 $0 $17,334 $0 $0 $17,334 AMOUNT DUE CONTRACTOR: I Total Funds Awarded $0 $0 $0 $0 $17,334 $0 $0 $17,334 m Cash Held b Contractor $0 n Net Amount Due Contractor i-m $0 $0 $0 $0 $17,334 $0 $0 $17,334 HA-2004-1(N) Exhibit B-1 Page 3 Revised 6/12/2003 COMPENSATION AND PAYMENT SCHEDULE 1. CONTRACTOR 2. TITLE III FUNDS 3. PERIOD OF AGREEMENT Hawaii County Office of Aging SUMMARY July 1, 2002 to June 30, 2003 5. DESCRIPTION 6. III-B 7. III-C7 8. III-C2 9. III-D 10. III-E 11. III-F 12. VII 13. TOTAL CONTRACTED TO AREA AGENCY: a FY 2003 $79,814 $108,573 $42,215 $4,753 $97,902 $0 $0 $333,257 b FY 2004 $250,899 $202,601 $118,084 $12,860 $90,086 $0 $0 $674,530 c FY 2002 $0 $0 $0 $0 $17,334 $0 $0 $17,334 d Total funds contracted $330,713 $311,174 $160,299 $17,613 $205,322 $0 $0 $1,025,121 HA-2004-1(N) Exhibit B-1 Page 4 Revised 6/72/2003 1 ~ This form is inoperable between the State and the Provider STANDARDS OF CONDUCT DECLARATION For the purposes of this declaration: "Agenry" mesas and includes the State, the legislature and its committees, all executive departments, boards, commissions, committees, bureaus, offices, the University of Hawaii, and all independent commissions and other establishments of the state government but excluding the courts. "Controlling interest" means an interest in a business or other undertalring which is sufficient in fact to control, whether the interest is greater or less thaw 5fty per cent (50%). "Employee" means any nominated, appointed, or elected officer or employee of the State, including members of boards, commissions, and committees, and employees under contract to the State or of the constitutional convention, but excluding legislators, delegates to the constitutional convention, justices, and judges. On behalf of ,PROVIDER, the undersigned does declare as follows: 1. PROVIDER (is) is not) a legislator or an employee or a business in which a legislator or an employee has a controlling interest.' 2. PROVIDER has not been assisted or represented by a legislator or employee for a fee or other compensation to obtain this Agreement and will not be assisted or represented by a legislator or employee for a fee or other compensation in the performance of the Agreement, if the legislator or employee had been involved in the development or award of the Agreement. 3. PROVIDER has not been assisted or represented for a fee or other compensation in the award of this Agreement by an Agency employee or, in the case of the Legislature, by a legislator. 4. PROVIDER has not been represented or assisted personally on matters related to the Agreement by a person who has been an employee of the Agency within the preceding two (2) years and who participated while in state office or employment on the matter with which the Agreement is directly concerned. 5. PROVIDER has not been represented or assisted on matters related to this Agreement, for a fee or other consideration by an individual who, within the past twelve (12) months, has been an Agency employee, or in the case of the Legislature, a legislator. I-IA-2004-1N Exhibit "C" Page 1 6. PROVIDER has not been represented or assisted in the award of this Agreement for a fee or other consideration by an individual who, a) within the past twelve (12) months, served as an Agency employee or in the case of the Legislature,' a legislator, and b) participated while an employee or legislator on matters related to this Agreement. PROVIDER understands that the Agreement to which this document is attached is voidable on behalf of the STATE if this Agreement was entered into in violation of any provision of chapter 84, HRS, commonly referred to as the Code of Ethics, including the. provisions which are the source of the declarations above. Additionally, any fee, compensation, gift, or profit received by any person as a result of a violation of the Code of Ethics may be recovered by the STATE. DATED: Honolulu, Hawaii, , PROVIDER By Title 'Reminder to Agency: If "is" is circled, the Agency is required, under section 84-15, HRS, to 51e with the State Ethics Commission, ten (10) days before the Agreement is entered into, a written justification as to why the Agreement was not required to be competitively bid. Exhibit "C" Page 2 GENERAL CONDITIONS 1, Representations and.Conditions Precedent 1.1 Ao*Pement Subject to the Availability of State and Federal Funds. 1.1.1 State Funds. This Agreement is, at all times, subject to the appropriation of state funds, and may be terminated without liability to either the PROVIDER or the STATE in the event that state funds are not appropriated or available. 1.1.2 Federal Funds. To the extent that this Agreement is funded partly or wholly by federal funds, this Agreement is subject to the availability of such federal funds. The portion of this Agreement that is to be funded federally shall be deemed severable, and such federally funded portion may be terminated without liability to either the PROVIDER or the STATE in the event that federal funds are not available. In any case, this Agreement shall not be construed to obligate the STATE to expend state funds to cover any shortfall created by the unavailability of anticipated federal funds. - 1.2 Representations of the PROVIDER. As a necessary condition to the formation of this Agreement, the PROVIDER makes the representations contained in this paragraph, and the STATE relies upon such representations as a material inducement to entering into this Agreement. 1.2.1 Compliance with Laws. As of the date of this Agreement, the PROVIDER complies with all federal, state, and county laws, ordinances, codes, rules, and regulations, as the same may be amended from time to time, that in any way affect the PROVIDER's performance of this Agreement. 1.2.2 Licensin-g and Accreditation. As of the date of this Agreement, the PROVIDER holds all licenses and accreditations required under applicable federal, state, and county laws, ordinances, codes and rules to provide the Required Services under this Agreement. 1.3 Compliance with Laws. The PROVIDER shall comply with all federal, state, and county laws, ordinances, codes, rules, and regulations, as the same may be amended from time to time, that in any way affect the PROVIDER'S performance of this Agreement, including but not limited to the laws specifically enumerated in this paragraph: EXHi6ET O HA-2004-1(N) GENERAL CONDITIONS Page 1 . Form AG3-HHSGC(a/99) 1.3.1 Smoking Policy. The PROVIDER shall implement and maintain a written smoking policy as required by Chapter 328K, Hawaii Revised Statutes, or its successor provision. 1.3.2 DruP Free Work Place. The PROVIDER shall implement and maintain a drug free work place as required by the Drug Free Workplace Act of 1988, or its successor. 1.3.3 Persons with Disabilities. The PROVIDER shall implement and maintain all practices, policies, and procedures required by federal, state, or county law, including but not limited to the Americans with Disabilities Act (42 U.S.C. §12101, et se and the Rehabilitation Act (20 U.S.C. §701, et se 1.3.4 Nondiscrimination. No person performing work under this Agreement, including any subcontractor, employee, or agent of the PROVIDER, shall engage in any discrimination that is prohibited by any applicable,_ federal, state, or county law. 1.4 Insurance. The PROVIDER shall obtain, maintain, and keep in force throughout the period of this Agreement liability insurance (the "Liability Insurance") issued by an insurance company in a combined amount of at least ONE MILLION AND NO/100 DOLLARS ($1,000,000.00), or such lesser amount requested in writing by the PROVIDER and, for good cause shown, approved by the head of the purchasing agency, which approval, if any, is incorporated herein by reference, for bodily injury and property damage liability arising out of each occurrence. The Liability Insurance shall provide that it is the primary insurance for the State of Hawaii, the purchasing agency, and their officers, employees, and agents for any liability arising out of or resulting from occurrences connected with the PROVIDER'S performance under this Agreement. Prior to or upon execution of this Agreement, the PROVIDER shall obtain a certificate of insurance verifying the existence of the necessary liability insurance coverage, including the coverage of the State of Hawaii, and its officers, employees, and agents. If the scheduled expiration date of the liability insurance policy is earlier than the expiration date of the time for performance under this Agreement, the PROVIDER,.upon renewal of the policy, shall promptly cause to be provided to the STATE an updated certificate of insurance. The certificates of .insurance shall expressly provide that the insurance policy shall not be cancelled unless the insurance company has 5rst given to the STATE thirty (30) calendar days' written notice of the intended cancellation. GENERAL CONDITIONS Page 2 Form AG3-xHSGC(a/99) 1.5 Notice to Clients. Provided that the term of this Agreement is at least one year in duration, within ONE HUNDRED AND EIGI-i'TY (180) days after the effective date of this Agreement, the PROVIDER shall create written procedures for the orderly termination of services to any clients receiving the Required Services under this Agreement, and for the transition to services supplied by another provider upon termination of this Agreement, regardless of the circumstances of such termination. These procedures shall include, at the minimum, timely notice to such clients of the termination of this Agreement, and appropriate counseling. 1.6 Reporting, F2iquirements. The PROVIDER shall submit a Final Project Report to the STATE containing the information specified in Exhibit "B" to this Agreement if applicable, or otherwise satisfactory to the STATE, documenting the PROVIDER'S overall efforts toward meeting the requirements of this Agreement, and listing expenditures actually incurred in the performance of this Agreement. The PROVIDER shall return any unexpended funds to the STATE. 1.7 Conflicts of Interest. In addition to the Certification provided in Exhibit "C' to this Agreement, the PROVIDER represents that neither the PROVIDER; nor any employee or agent of the PROVIDER, presently has any interest, and promises that no such interest, direct or indirect, shall be acquired, that would or might conflict in any manner or degree with the PROVIDER'S performance under this Agreement. 1.8 Compliance with Managed Process. If this Agreement was entered into between July 20, 1998, aand July 1, 2001, and extends beyond June 30, 2001, it is subject to a single review pursuant to the managed process developed pursuant to part III, section 6 of Act 230, 1998 Haw. Sess. Laws 785, 787. Pursuant to the managed process review, this Agreement may be cancelled, renegotiated, continued, or extended by the State. 2. Documents and Files 2.1 Confidentialiri of Material. 2.1.1 All material given to or made available to the PROVIDER by virtue of this Agreement that is identified as proprietary or confidential information shall be safeguarded by the PROVIDER and shall not be disclosed to any individual or organization without the prior written approval of the STATE. EXHIBIT D GENERAL CONDITIONS Page 3 Form AG3-HHSGC{a/99) 2.1.2 All information, data, or other material provided by the PROVIDER to the STATE shall be subject to the Uniform Information Practices Act, chapter 92F, HRS, or its successor, and any other applicable body of law concerning information practices or confidentiality. 2.2 Ownership Rights and Copyright. The STATE shall have complete ownership of all material, both finished and unfinished that is developed, prepared, assembled, or conceived by the PROVIDER pursuant to-this Agreement, and all such material shall be considered "works made for hire." All such material shall be delivered to the STATE upon expiration or ternvnation of this Agreement. The STATE, in its sole discretion, shall have the exclusive right to copyright any product, concept, or material developed, prepared, assembled, or conceived by the PROVIDER pursuant to this Agreement. 2.3 Records Retention. The PROVIDER and any subcontractors shall maintain the books and records that relate to the Agreement, and any cost or pricing data for three (3) years from the date of final payment under the Agreement. In the event that any litigation, claim, investigation, audit, or other action involving the records retained under this provision arises, then such records shall be retained for three (3) years from the date of final payment, or the date of the resolution of the action, which ever occurs later. During the period that records are retained under this section, the PROVIDER and any subcontractors shall allow the STATE free and unrestricted access to such records. 3. Relationshiy between Parties 3.1 Coordination of Services by the STATE. The head of the purchasing agency, (which term includes the designee of the head of the purchasing agency), shall coordinate the services to be provided by the PROVIDER in order to complete the performance required in the Agreement. The PROVIDER shall maintain communications with the head of the purchasing agency at all stages of the PROVIDER'S work, and submit to the head of the purchasing agency for resolution any questions which may arise as to the performance of this Agreement. 3.2 Subcontracts and Assignments. The PROVIDER may assign or subcontract any of the PROVIDER'S duties, obligations, or interests under this Agreement, but only if (i) the PROVIDER obtains the prior written consent of the STATE and (ii) the PROVIDER'S assignee or subcontractor submits to the STATE a tax clearance certificate from the Director of Taxation, State of Hawaii, showing that all delinquent taxes, if any, levied or accrued under EXHIBIT D GENERAL CONDITIONS Page 4 Form AG3-FIHSGC(4/99) state law against the PROVIDER's assignee or subcontractor have been paid. Additionally, no assignment by the PROVIDER of the PROVIDER'S right to compensation under this Agreement shall be effective unless and until the assignment is approved by the Comptroller of the State of Hawaii, as provided in section 40-58, HRS, or its successor provision. 3.3 Chance of name. When the PROVIDER asks to change the name in which it holds this Agreement with the STATE, the procurement officer of the purchasing agency (hereinafter referred to as the "Agency Procurement Officer") shall, upon receipt of a document acceptable or satisfactory to the Agency Procurement Officer indicating such change of name such as an amendment to the PROVIDER'S articles of incorporation, enter into an amendment to this Agreement with the PROVIDER to .effect the change of name. Such amendment to this Agreement changing the PROVIDER'S name shall specifically indicate'•:sc no other terms and conditions of this Agreement are thereby changed, unless the change of name amendment is incorporated with a modification or amendment to the Agreement under Section 4.1 of these general conditions. 3.4 Independent Contractor Status and Responsibilities Includine Tax Responsibilities. 3.4.1 In the performance of services required under this Agreement, the PROVIDER is an "independent contractor," with the authority and responsibility to control and direct the performance and details of the work and services required under this Agreement; however, the STATE shall have a general right to inspect work in progress to determine whether, in the STATE'S opinion, the services are being performed by the PROVIDER in .compliance with this Agreement. 3.4.2 Unless otherwise provided by special condition, the STATE shall be free to contract with other individuals and entities to provide services similar to those performed by the Provider under this Agreement, and the PROVIDER shall be free to contract to provide services to other individuals or entities while under contract with the STATE. 3.4.3 The PROVIDER and the PROVIDER'S employees and agents are not by reason of this Agreement, agents or employees of the State for any purpose. The PROVIDER and the PROVIDER'S employees and agents shall not be entitled to claim or receive from the State any vacation, sick leave, reiirement, workers' compensation, unemployment insurance, or other benefits provided to state employees. Unless EXHIBIT D GENERAL CONDITIONS Page 5 Form AG3-HHSGC(4/99) specifically authorized in writing by the DIRECTOR, the PROVIDER and the PROVIDER's employees and agents are not authorized to speak on behalf and no statement or admission made by the PROVIDER or the PROVIDER's employees or agents shall be attributed to the STATE, unless specifically adopted by the DIRECTOR in writing. 3.4.4 The PROVIDER shall be responsible for the accuracy, completeness, and adequacy of the PROVIDER'S performance under this Agreement. Furthet~ore, the PROVIDER intentionally, voluntarily, and knowingly assumes the sole and entire liability to the PROVIDER'S employees and agents, and to any individual not a party to this Agreement, for all loss, damage, or injury caused by the PROVIDER, or the PROVIDER'S employees or agents in the course of their employment. 3.4.5 The PROVIDER shall be responsible for payment of all applicable federal, state, and county taxes and fees which-may become due and owing by the PROVIDER by reason of this Agreement, including but not limited to (i) income taxes, (ii) employment related fees, assessurenu, and taxes, and (iii) general excise taxes. The PROVIDER also is responsible for obtaining all licenses, permits, and certificates that may be required in order to perform this Agreement. 3.4.6 The PROVIDER shall obtain a general excise tax license from the Department of Taxation, State of Hawaii, in accordance with section 237-9, HRS, or its successor provision, and shall comply with all requirements thereof. The PROVIDER shall obtain a tax clearance certificate from the Director of Taxation, State of Hawaii, showing that all delinquent taxes, if any, levied or accrued under state law against the PROVIDER have been paid and submit the same to the STATE prior to commencing any performance under this Agreement. The PROVIDER shall also be solely responsible for meeting all requirements necessary to obtain the tax clearance certificate required for 5na] payment under sections 103-53 and 237-45, HRS, or their successor provisions, and these General Conditions. 3.4.7 The PROVIDER is responsible for securing all employee-related insurance coverage for the PROVIDER and the PROVIDER'S employees and agents that is or may be required by law, and for payment of all premiums, costs, and other liabilities associated with securing the insurance coverage. E~EEiI- E~ GENERAL CONDITIONS Page 6 Form AG3-HHSGC{4/99) 3.5 Personnel Requirements. 3.5.1 The PROVIDER shall secure, at the PROVIDER'S own expense, all personnel required to perform this Agreement, unless otherwise provided in this. Agreement. 3.5.2 The PROVIDER shall ensure that the PROVIDER'S employees or agents are experienced and fully qualified to engage in the activities and perform the services required under this Agreement, and that all applicable licensing and operating requirements imposed or required under federal, state, or county law, and all applicable accreditation and other standards of quality generally accepted in the field of the activities of such employees and agents are complied with and satisfied. 4. Modification and Termination of Agreement 4.1 Modifications of Agreement. 4.1.1 1n writine. Any modification, alteration, amendment, change, or - extension of any tens, provision, .or condition of this Agreement permitted by this Agreement shall be made by written amendment to this Agreement, signed by the PROVIDER and the STATE. 4.1.2 No oral modification. No oral modification, alteration, amendment, change, or extension of any term, provision or condition of this Agreement shall be permitted. 4.1.3 Tax clearance. The STATE may, at its discretion, require the PROVIDER to submit to the STATE, prior to the STATE'S approval of any modification, alteration, amendment, change, or extension of any term, provision, or condition of this Agreement, a tax clearance from the Director of Taxation, State of I3awai'i, showing that all delinquent taxes, if any, levied or accrved under state law against the PROVIDER have been paid. 4.2 Termination in General. This Agreement may be terminated in whole or in part for a reduction in funds available to pay the PROVIDER, or when, in its sole discretion., the STATE determines (i) that there has been a change in the conditions upon which the need for the Required Services was based, (ii) that the PROVIDER has failed to provide the Required Services adequately or satisfactorily, or (iii) that other good cause for the whole or partial termination of this Agreement exists. Termination under this section shall be EXHIBIT d GENERAL CONDITIONS Page 7 Form AG3-HHSGC(4/99) made by a written notice sent to the PROVIDER ten (10) working days prior to the termination date that includes a brief statement of the reason for the termination. 4.3 Termination for Necessity or Convenience. If the STATE determines, in its sole discretion, that it is necessary or convenient, this Agreemen4 may be terminated in whole or in part at the option of the STATE upon ten (10) working days' written notice to the PROVIDER. If the STATE elects to terminate under this section, the PROVIDER shall be entitled to reasonable payment as determined by the STATE for satisfactory services rendered under this Agreement up to the time of termination. If the STATE elects to terminate under this section, the PROVIDER shall cooperate with the STATE to effect an orderly transition of services to clients. 4.4 Termination by Contractor. The PROVIDER may withdraw from this Agreement after obtaining the written consent of the STATE. The STATE, .upon the PROVIDER'S withdrawal, shall determine whether payment is due to the PROVIDER,. and the amount that is due. If the STATE elects to terminate under this section; the PROVIDER shall cooperate with the STATE to effect an orderly transition of services to clients. - 4.5 State's Right of Offset. The STATE may offset against any monies or other obligations the STATE owes to the PROVIDER under this Agreement, any amounts owed to the State of Hawaii by the PROVIDER under this Agreement, or any other agreement, or pursuant to any law or other obligation owed to the State of Hawaii by the PROVIDER, including but not limited to the payment of any taxes or levies of any ]dnd or nature. The STATE shall notify the PROVIDER in writing of any exercise of its right of offset and the nature and amount of such offset. For purposes of this paragraph, amounts owed to the State of Hawaii shall not include debts or obligations which have been liquidated by agreement with the PROVIDER, and that are covered by an installment payment or other settlement plan approved by the State of Hawaii, provided, .however, that the PROVIDER shall be entitled to such exclusion only to the extent that the PROVIDER is current, and in compliance with, and not delinquent on, any payments, obligations, or duties owed to the State of Hawaii under such payment or other settlement plan. Indemn_ lf~tlOn 5.1 Indemnification and Defense. The PROVIDER shall defend, indemnify, and hold harmless the State of Hawaii, the contracting agency, and their officers, ~~Fi~~€T ~ GENERAL CONDITIONS Page 8 Form AG3-HHSGC{a/99) employees, and agents from and against all liability, loss, damage, cost, and expense, including all attorneys' fees, and all claims, suits, and demands therefor, arising out of or resulting from the acts or omissions of the PROVIDER or the PROVIDER's employees, officers, agents, or subcontractors under this Agreement. The provisions of this paragraph shall remain in full force and effect notwithstanding the expiration or early termination of this Agreement. 5.2 Cost of Liti anon. In case the STATE shall, without any fault on its part, be made a party to any litigation commenced by or against the PROVIDER in connection with this Agreement, the PROVIDER shall pay all costs and expenses incurred by or imposed on the STATE, including attorneys' fees. 6. Miscellaneous Provisions 6.1 Nondiscrimination. No person performing work under this Agreement, including any subcontractor, employee, or agent of the PROVIDER, shall engage in any discrimination that is prohibited by any applicable federal, state, or county law. 6.2 Publici Any and all publicity that the PROVIDER may undertake in connection with the Required Services, shall be subject to the limitations of Section 3.4.3 of these General Conditions, and the requirements of this section: 6.2.1 Acknowledgment of State Support. Subject to the limitations of Section 3.4.3 of these General Conditions, the PROVIDER shall, in all news releases, public statements, announcements, broadcasts, posters, programs, computer postings, and other printed, published, or electronically disseminated materials relating to the PROVIDER'S performance under this Agreement,. acknowledge the support by the State of Hawaii and the purchasing agenry through appropriations made by the Legislature of the State of Hawaii. 6.2.2 The PROVIDER shall not refer to the STATE, or any office, agency, or officer thereof, or any State employee, including the head of the purchasing agency, the chief procurement officer, the DIRECTOR, the Agency procurement officer, or to the services or goods, or both, provided under this Agreement, in any of the PROVIDER'S publicity not related to the PROVIDER'S performance under this Agreement, including but not limited to commercial advertisements, recruiting materials, and solicitations for charitable donations. 1_~HI~iT E7 GENERAL CONDITIONS Page 9 Fpm AG3-HHSGC(a/99) 6.3 Section Headings. The section headings appearing in this Agreement have been inserted for the purpose of convenience and ready reference. 'T'hey shall not be to de5ne, limit or extend the scope or intent of the sections to which they pertain. 6.4 Antitrust Claims. The STATE and the PROVIDER recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the purchaser. Therefore, the PROVIDER hereby assigns to STATE any and a]] claims for overcharges as to goods and materials purchased in connection with this Agreement, except as to overcharges which result from violations commencing after the price is established under this Agreement and which are not passed on to the STATE under an escalation clause. 6.5 Governing Law. The validity of this Agreement and. any of its terms or provisions, as well as the rights and duties of the pasties to this Agreement, shall be goveroed by the laws of the State of Hawal'i. Any action at law or in equity to enforce or interpret the provisions of this Agreement shall be brought in a state court of competent jurisdiction in Honolulu, Hawaii. 6.6 Conflict between General Conditions and Procurement Rules. In the event of a conflict between the General Conditions and the Procurement Rules or a Procurement Directive, the Procurement Rules or any Procurement Directive in effect on the date this Agreement became effective shall control and are hereby incorporated-by reference. 6.7 Entire Agreement. This Agreement sets forth all of the agreements, conditions, understandings, promises, warranties, and representations between the STATE and the PROVIDER relative to this Agreement. This Agreement supersedes all prior agreements, conditions, understandings, promises, warranties, and representations, which shall have no further force or effect. There are no agreements, conditions, understandings, promises, warranties, or representations, oral or written, express or implied, between the STATE and the PROVIDER other than as set forth or as referred to herein. 6.8 Severabilitv. In the event that any provision of this Agreement is declared invalid or unenforceable by a court, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining terms of this Agreement. 6.9 Waiver. The failure of the STATE to insist upon the strict compliance with any term, provision, or condition of this Agreement shall not constitute or be GENERAL CONDITIONS Page 10 Fmm AG3-HHSGC(4/99) deemed to constitute a waiver or relinquishment of the STATE's right to enforce the same in accordance with this Agreement. The fact that the STATE specifically refers to one provision of the Procurement Rules or one section of the Hawaii Revised Statutes, and does not include other provisions or statutory sections in this Agreement shall not constitute a waiver or relinquishment of the STATE'S rights or the PROVIDER'S obligations under the Procurement Rules or statutes. 6.10 Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one instrument. GENERAL CONDITIONS Page 11 Form AG3-HHSGC(4J99) SPECIAL CONDITIONS 1. Reporting and Record keenin n~Requirements I.1 In order for the STATE to monitor PROVIDER'S compliance with this Agreement, PROVIDER shall submit to the STATE written quarterly progress and financial reports using the instructions and forms contained in the Area Agency on Aging Reporting Handbook, including other reports which maybe requested by the STATE. All quarterly reports are due within twenty (20) days after the last day of each calendar quarter during the period of this Agreement. All subcontracts entered into by PROVIDER to implement Exhibit "A," Scope of Services, of this Agreement shall include provisions that facilitate the reporting requirements of this Exhibit and allow PROVIDER to comply with this timetable. In addition to the quarterly written progress and financial reports, PROVIDER shall, upon request, meet with representatives of the STATE to discuss the progress of the work to be provided under this Agreement. 1.2 PROVIDER shall, at the completion of each fiscal year, submit to the STATE a written annual report, an annual financial report, an inventory of all facilities that received Older Americans Act funds for construction, acquisition, renovation or alteration, and an inventory of all equipment costing $1000.00 or more purchased with funds furnished under this Agreement. The written annual report shall include PROVIDER'S documentation of its overall efforts towards meeting the requirements of this Agreement. All annual reports are due within sixty (60) days of the last day of each fiscal year of this Agreement. In addition, PROVIDER shall ensure that it is capable of furnishing any additional reports or information that the STATE may, from time to time, require or request. 1.3 For Federal Older Americans Act fixnds, the PROVIDER shall ensure that the local or cost sharing matching requirements mandated by 45 C.F.R. Part 92, subpart C are satisfied, and the matching or cost sharing funds provided to PROVIDER under this Agreement are secured and applied where required. Exhibit "E" SPECIAL CONDITIONS Page I xA-2ooa-t it~r> SPECIAL CONDITIONS 1.4 PROVIDER shall maintain and ensure that PROVIDER and all of PROVIDER'S subcontractors maintain fiscal records, supporting documents, related files, papers, receipts, reports, and other evidence that sufficiently and properly reflect all direct and indirect expenditures, and management and fiscal practices related to the PROVIDER'S and subcontractors' performance under this Agreement in accordance with generally accepted accounting procedures and practices. PROVIDER shall ensure that its own fiscal records, supporting documents, related files, papers, receipts, reports, and those of each of its subcontractors, aze available for inspection, reviews, or audits at all reasonable times by the STATE, Department of Budget and Finance, the State Department of Accounting and General Services, State legislators, the Legislative Auditor, or by their duly authorized representatives. 1.5 PROVIDER and subcontractors will allow the STATE, State Department of Budget and Finance, the State Department of Accounting and General Services, State legislators and Legislative Auditor, or their duly authorized representatives, to inspect and have access to any documents, papers, books, records, and other evidence that is pertinent to this Agreement and that is necessary to enable said agencies or persons to conduct surveys, audits, and examinations ofPROVIDER's and PROVIDER'S subcontractors' performance. 1.6 PROVIDER shall comply with all ordinances, codes, rules, and regulations of the federal, state, and local government that affect PROVIDER'S performance under this Agreement, and shall require the same compliance from each of PROVIDER'S subcontractors. 1.7 PROVIDER shall ensure that any subcontract it enters into specifically incorporates or otherwise ensures that the requirements of this EXI-IIBIT are applicable to and are satisfied by each of its subcontractor so as to facilitate PROVIDER'S compliance with these requirements. Exhibit "E" SPECIAL CONDITIONS Page Z HA-zooa-i[~ SPECIAL CONDITIONS 2. STANDARDS OF CONDUCT DECLARATION, Exhibit "C," shall not be applicable to PROVIDER if the PROVIDER is a county agency or another state agency, provided that the provisions of Exhibit "C" shall apply to a private recipient or subcontractor. The PROVIDER shall ensure that the provisions and limitations contained in Exhibit "C"are binding upon all PROVIDER'S subcontractors as applicable. 3. Insurance certificates for private subcontractors are attached and the PROVIDER shall transmit updated insurance certificates as appropriate to the Executive Office on Aging (EOA). 4. PROVIDER shall monitor and evaluate each state-funded subcontract with the provider organization at least annually to ensure compliance with Chapter 103F, Hawaii Revised Statutes, the public purpose, legislative intent of providing funds for services through the Request For Proposal competitive procedures, and to determine whether the subcontract attained the intended results in the manner contemplated. PROVIDER shall conduct at least an annual onsite visit and maintain an annual written report for each grant, subsidy, or competitive service award which describes the progress, compliance, and required corrective action by the subcontractor. Copies of the annual onsite visit report for each subcontractor shall be transmitted to the EOA along with the other annual reports (see 1.2) due sixty (60) days after the close of the fiscal period. Exhibit "E" SPECIAL CONDITIONS Page 3 HA-2004-1(N) STATE OF HAWAII SUPPLEMENTAL AGREEMENT NO. 1 TO AGREEMENT HA-2004-1 L) (EOA's Primary Contract This Supplemental Agreement No. 1 ,executed on the respective dates indicated below, is effective as of September 30, 2003, between the Department of Health State of Hawaii (the "STATE"), by its Executive Director. Executive Office on Aginq , (Insert title of State ofFlCer executing agreement) whose address is 250 South Hotel Street Suite 406. Honolulu. Hawaii 96813 and County of Hawaii by and through its County Council and its Mayor (the "PROVIDER"), a government entity , business address and taxpayer identification number are: Hawaii County Office of Aginq 101 Aupuni St Room 342 Hilo Hawaii 96720 TIN 99-6000567 RECITALS A. WHEREAS, the STATE and the PROVIDER entered into an Agreement No. HA-2004-1(M , (Insert agreement number or other identifying information) dated July 1 , 200 3 ,whereby the PROVIDER agreed to provide the goods or services described in the Agreement, and HA-2004-1(N), Supplemental Agreement No. 1 1 B. WHEREAS, the parties now desire to amend the Agreement, NOW, THEREFORE, the STATE and the PROVIDER mutually agree to amend the Agreement as follows: (Check applicable box(es)) ? Amend the SCOPE OF SERVICES according to the terms set forth in Exhibit "A", which is attached hereto and is incorporated herein. ? Amend the TIME OF PERFORMANCE according to the terms set forth in Exhibit "C", which is attached hereto and is incorporated herein. ® Amend the COMPENSATION AND PAYMENT SCHEDULE according to the terms set forth in Exhibit "B", which is attached hereto and is incorporated herein. ? Amend the SPECIAL CONDITIONS according to the terms set forth in the Supplemental Special Conditions, which is attached hereto and incorporated herein. A tax clearance certificate from the State of Hawaii ? is ®is not required to be submitted to the STATE prior to commencing any performance under this Supplemental Agreement. A tax clearance certificate from the Internal Revenue Service ? is ®is not required to be submitted to the STATE prior to commencing any performance under this Supplemental Agreement, Unless amended herein, the Agreement shall remain in full force and effect. HA-2004-1(N), Supplemental Agreement No. 1 2 IN VIEW OF THE ABOVE, the STATE and the PROVIDER execute this Supplemental Agreement No. 1 by their signatures below. STATE EXECU~,TI~V^E~OFFICE ON AGING By /I!' ~'r t Executive Director PROVIDER COUNTY OF HAWAII By ~~X~' ~ is my of Hawaii APPROVED BY: ~G.~ ~L ~ Hawaii County Office of Aging County Executive APPROVED AS TO FORM AND LEGALITY: De Corporation Council County of Hawaii APPROVED AS TO FORM: ~~L~~ Deputy Attorney General State of Hawaii *Evidence of Authority of the Provider's representative to sign this Agreement for the Provider must be attached. HA-2004-1(N), Supplemental Agreement No. 1 3 PROVIDER'S ACKNOWLEDGMENT S to of ) SS. County of ) On this day of 200_, before me personally appeared , to me personally known, who being by me ly sworn, did say that he/she is the of the PROVIDER named in the foregoing instrume and that he/she is authorized to sign said instrument on behalf of the PROVIDER, and a owledges that he/she executed said instrument as the free act and deed of the PROVIDE Notary Public My commission expires: HA-2004-1(N), Supplemental Agreement No. 1 4 STATE OF HAWAII ) SS. COUNTY OF HAWAII ) On this day of (~ccl~t'~x~,' , 2003, before me personally appeared DIXIE KAETSU, to me personally known, who, being by me duly sworn, did say that she is the Managing Director of the County of Hawaii, a municipal corporation of the State of Hawaii; that the seal affixed to the foregoing instrument is the corporate seal of said County of Hawaii; that the foregoing instrument was signed and sealed in behalf of the County of Hawaii by authority given to said Mayor of the County of Hawaii by Section 5-1.3(g) of the County Charter, County of Hawaii (1991), as amended, and assigned by the Mayor to the Managing Director pursuant to Section 6-1.3(h) of the County Charter; and said DIXIE K,4ETSU acknowledged said instrument to be the free act and deed of said County of Hawaii. c-'t~:~~ -~i'tc~~a-r VI INIA M. TOLENTINO N tary Public, State of Hawaii My commission expires: 4/22/2005 ~~~O~y~R M~~Tp~~~?~: .~,oTAR~;•.ss . ~ . - :a= • ~ ~;1y Compensation and Payment Schedule (Federal OAA) Exhibit B-1, referenced in paragraph 2(c)(1) of the Compensation and Payment Schedule, is amended to reflect the transfer of funds for FY 2003. Exhibit B-1, pages 1 to 4 ,are amended and attached hereto, incorporated herein by reference, and made a part of this Agreement. All other provisions in the Compensation and Payment Schedule shall remain unchanged. Exhibit B Page 1 HA-2004-1(N), Supplemental Agreement No. 1 ATTACHMENT B -COMPENSATION AND PAYMENT SCHEDULE 1. CONTRACTOR 2. TITLE III FUNDS 3. PERIOD OF AGREEMENT 4. CONT. NO. Hawaii County Office of Aging FY 2003 July 1, 2003 to June 30, 2004 Sheet 1 of 4 5. DESCRIPTION 6. III-B 7. III-C7 8. III-C2 9. III-D 10. III-E 11. III-F 12. VII 13. TOTAL a Annual Allocation $334,532 $270,135 $157,445 $17,147 $120,115 $899,374 b Transfers $128,275 $81,041 $47,234 $0 $0 $0 c Ad'usted Allocation $462,807 $189,094 $110,211 $17,147 $120,115 $0 $0 $899,374 CONTRACTED TO AREA AGENCY: d Previous) Contracted $251,743 $203,313 $115,230 $12,394 $82,213 $0 $664,893 e Ex enses $219,194 $92,322 $37,354 $0 $0 $0 $348,870 f Ca over d-e $32,549 $110,991 $77,876 $12,394 $82,213 $0 $0 $316,023 Balance c-d $211,064 $14,219 $5,019 $4,753 $37,902 $0 $0 $234,481 h Total Funds awarded f+ $243,613 $96,772 $72,857 $17,147 $120,1 t5 $0 $0 $550,504 SHARE BREAKDOWN: i Minimum Contractor Share $28,660 $11,385 $8,571 $2,017 $14,131 $0 $0 $64,765 Minimum State Share $14,330 $5,692 $4,286 $1,009 $7,066 $0 $0 $32,383 k Federal Share $243,613 $96,772 $72,857 $17,147 $120,115 $0 $0 $550,504 AMOUNT DUE CONTRACTOR: I Total Funds Awarded $243,613 $96,772 $72,857 $17,147 $120,115 $0 $0 $550,504 m Cash Held b Contractor $29,617 $50,287 $79,691 $12,746 $89,285 $0 $0 $261,626 n Net Amount Due Contractor I-M $213,996 $46,485 $6,834 $4,401 $30,830 $0 $0 $288,878 HA-2004-1(N), Supplemental Agreement No. 1 Exhibit B-1 Page 1 Revised 9/9/2003 ATTACHMENT B -COMPENSATION AND PAYMENT SCHEDULE 1. CONTRACTOR 2. TITLE III FUNDS 3. PERIOD OF AGREEMENT 4. CONT. NO. Hawaii Coun Office of A in FY 2004 Jul 1, 2003 to June 30, 2004 Sheet 2 of 4 5. DESCRIPTION 6. III-B 7. III-C1 8. III•C2 9. III-D 10. III-E 11. III-F 12. VII 13. TOTAL a Annual Allocation $334,532 $270,135 $157,445 $17,147 $120,115 $899,374 b 25% withholdin $83,633 $67,534 $39,361 $4,287 $30,029 $224,844 c Ad'usted Allocation $250,899 $202,601 $118,084 $12,860 $90,086 $0 $0 $674,530 CONTRACTED TO AREA AGENCY: d Previous) Contracted $0 $0 $0 $0 $0 $0 $0 $0 e Ex enses $0 $0 $0 $0 $0 $0 $0 $0 f Ca over d-e $0 $0 $0 $0 $0 $0 $0 $0 Balance c-d $250,899 $202,601 $118,084 $12,860 $90,086 $0 $0 $674,530 h Total Funds awarded f+ $250,899 $202,601 $118,084 $12,860 $90,086 $0 $0 $674,530 SHARE BREAKDOWN: i Minimum Contractor Share $29,518 $23,835 $13,892 $1,513 $10,598 $0 $0 $79,356 Minimum State Share $14,759 $11,918 $6,946 $756 $5,299 $0 $0 $39,678 k Federal Share $250,899 $202,601 $118,084 $12,860 $90,086 $0 $0 $674,530 AMOUNT DUE CONTRACTOR: I Total Funds Awarded $250,899 $202,601 $118,084 $12,860 $90,086 $0 $0 $674,530 m Cash Held b Contractor $0 $0 $0 $0 $0 $0 $0 $0 n Net Amount Due Contractor I-M $250,899 $202,601 $118,084 $12,860 $90,086 $0 $0 $674,530 HA-2004-1(N), Supplemental Agreement No. 1 Exhibit B-1 Page 2 Revised s~saoos ATTACHMENT B • COMPENSATION AND PAYMENT SCHEDULE - 1. CONTRACTOR 2. TITLE III FUNDS 3. PERIOD OF AGREEMENT 4. CONT. NO. Hawaii Count Office of A in FY 2002 Jul 1, 2003 to June 30, 2004 Sheet 3 of 4 5. DESCRIPTION 6. III-B 7. III-C1 8. III-C2 9. III-D 10. 111-E 11. III-F 12. VII 13. TOTAL a Annual Allocation $337,746 $271,559 $154,679 $16,639 $110,418 $891,041 b $42,316 $42,316 $0 c Ad~usted Allocation $380,062 $229,243 $154,679 $16,639 $110,418 $0 $0 $891,041 CONTRACTED TO AREA AGENCY: d Previous) Contracted $380,062 $229,243 $154,679 $16,639 $110,418 $891,041 e Ex enses $380,062 $229,243 $154,679 $16,082 $98,109 $878,175 f Ca aver d-e $0 $0 $0 $557 $12,309 $0 $0 $12,866 Balance c-d $0 $0 $0 $0 $0 $0 $0 $0 h Total Funds awarded f+ $0 $0 $0 $557 $12,309 $0 $0 $12,866 Additional funds awarded on Purchase Order SHARE BREAKDOWN: i Minimum Contractor Share $0 $0 $0 $66 $1,448 $0 $0 $1,514 Minimum State Share $0 $0 $0 $33 $724 $0 $0 $757 k Federal Share $0 $0 $0 $557 $12,309 $0 $0 $12,866 AMOUNT DUE CONTRACTOR: I Total Funds Awarded $0 $0 $0 $557 $12,309 $0 $0 $12,866 m Cash Held b Contractor $0 $0 $0 $557 $12,309 $12,866 n Net Amount Due Contractor i-m $0 $0 $0 $0 $0 $0 $0 $0 HA-2004-1(N), Supplemental Agreement No. 1 Exhibit B-1 Page 3 Revised 9/9/2003 ATTACHMENT B -COMPENSATION AND PAYMENT SCHEDULE 1. CONTRACTOR 2. TITLE III FUNDS 3. PERIOD OF AGREEMENT 4. CONT. NO. Hawaii County Office of Aging SUMMARY July 1 2003 to June 30 2004 Sheet 4 of 4 5. DESCRIPTION 6. III-B 7. III-C1 8. III-C2 9. III-D 10. III-E 11. III-F 12. VII 13. TOTAL CONTRACTED TO AREA AGENCY: a FY 2003 $243,613 $96,772 $72,857 $17,147 $120,115 $0 $0 $550,504 b FY 2004 $250,899 $202,601 $118,084 $12,860 $90,086 $0 $0 $674,530 c FY 2002 $0 $0 $0 $557 $12.309 $0 $0 $12,866 d Total funds contracted $494,512 $299,373 $190,941 $30,564 $222,510 $0 $0 $1,237,900 HA-2004-1(N), Supplemental Agreement No. 1 Exhibit B-1 Page 4 Revised 9/9/2003