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HomeMy WebLinkAboutCOM 0421.000 1996-1998 - Jwtr or x~k, Y' ~o.• Stephen K. Yamashiro ie r~ ~ ~ William Takaba Mayor ! Excc,aioc on Aging iy:~'x~, ^~'r J 1rE O~M~'~ VI VUL U~ (i~~I _i I1 I_, ~otxtt~~ ~~~~tt ,.r;,I COJi~I ~ _ OFFICE OF AGING Hilo lagoon Cen[re, IOI Aupuni Streeq Sui[e 342 Hilo, Hawaii 96720-4262 (808)9~-~'%t~ July 30, 1997 James Y. Arakaki, Chairman County Council County of Hawaii 25 Aupuni Street Hilo, Hawaii 96720 Dear Chairman Arakaki, Re: Contract No. ADM-4-98/99-8/9, Agreement for Area Agency Administration; Between the Executive Office on Aging, State of Hawaii, and the County of Hawaii through its Office of Aging. We ask for your consideration of the attached resolution which authorizes the council chair to sign this contract on behalf of the council. The contract awards state funds to the Office of Aging for its administration of the approved Area Plan on Aging. Upon approval of the resolution, please sign all three copies of the contract and route them back to Pauline Fukunaga of the Office of Aging. Thank you very much. Sincerely, ~~C~c William Takaba Executive on Aging PYf fi~m~ ?tw Enclosures Res ~ 3 6 tdef. `tb: lltef. nece. JUL ~ An Area Agency on Aging 7/93 #2 ADM Contract No. ADM-4-98/99-8/9 AGREEMENT FOR AREA AGENCY ADMINISTRATION THIS AGREEMENT, effective the day of 7 r~l 1997_, is entered into between t~ Executive Office on Aeine, State of Hawaii (hereinafter "STATE"), by its Director (hereinafter "DIRECTOR"), and the County of Hawaii. by and through its County o ,ncil nd It Di1a}~or (hereinafter "CONTRACTOR"), whose business address is c/o Hawaii County Office of Agine,~ Aununi Street_ Room 342. Hawaii 96720. RECITALS WHEREAS, the STATE, pursuant to Chapter 349, Hawaii Revised Statutes is mandated to develop and implement health, education, recreational and cultural programs for elderly persons; and to develop and implement active programs of consumer protection and pre-retirement counseling; and to provide technical assistance and liaison for the purpose of establishing elderly controlled local service delivery systems providing comprehensive services and employment opportunities for the elderly throughout the State; WHEREAS, under the Older Americans Act of 1965, as amended, 42 U.S.C. §3001 gj. ~gq., §30581 and the rules adopted pursuant thereto, 45 C.F.R. Chapter XIII, part 1321, the EOA is responsible for overall coordination of activities in the State of Hawaii relating to elderly persons; WHEREAS, CONTRACTOR is designated by the STATE as the area agency on aging o z luau[aal~y s?yl3o ued e apecu ~Cgaiay ale `q pue s sluaun?aeuy u? yuo3 las `suo?3?puoJ IetaadS ayi pue suo?3?puoJ Ieiaua0 ayZ ? ?puo I ~ S ~luauiaai8y s?yl3o ued a apew ,Cgaiay s? `b luaun[aeud u? yuo3 las 2IO LJtl2I.LNOJ ~Sq uo?leie[aaQ lanpuoJ3o sp.~epuelS ayZ •u 3 b •luauiaa[~y scyl3o ued a apem ,Cgaiay s? yacym luaunlaeuy u? yuo3 las „a[npayaS luauz,Ced pue uo?lesuaduio~„ ayl of Su?ploaae luauxaai~y s?yl iapun paunau~ slsoa pue aaueuuo~ad io; palesuaduioa aq Ileys 2IO.L~d2I.LN0~ all.L •~3 •luauiaai~y s?yl3o ued a apem ,Cgaiay s? yacym `z luaun[aeuy u? yuo; las „ainpayaS aui?Z„ ayl yl?m aauepioaae u? pala[dutoa aq [[eys luauiaai8y stye iaP~ 2IO.L~`d2I.LN0~ ayl3o pannbai aaueuuo~ad ays •Z •luauiaal8y s?yl3o ued a apem ,Cgaiay s? yacym `I luaun[aeuy u? paquasap uiei8oid so laafoid ayl `alelS ayl ,Cq pau?uualap se lauueui ~Saolae;s?les pue iado.td a u? `uao~aad Ileys gO.L~~2I.LN0~ a~1.L ~ I :smo[Io3 se aaiSe 2IO.L~tl~I.LNO~ ayl P~ 3.L'd.LS ayl `luauiaaiSd sn[3 u? pau?eluoa sas?uioid aye;o uo?leiap?suoa u? `~TI0332I3H.L `MON 'Su?Sy uo ue[d ean~ panoidde s,8u?8e uo ,CauaBe ease ayl u? yuo3 has se `ueTd ease ayl;o uo?leluauialdui? ayi of pa3e[ai saa?naas an?lens?u?wpe ap?noid of 2IO.L~t~I.LI~IO~ a8e8ua of spun3 asay3 asn of sansaP 3.LH,LS 2yl `S`dff2I3Ht11 `un?iSoid sl?;o uo~eiado ayl io3 :ol luensmd luauiaaiSd s?yl P~3 0l algeliene spun3 alel$ sey g.Ld,LS a~R `Sb'32I3HM `,~ea.rd„ se of paua3ai iageaiay `.i1~QIl~ib',5 ayl u? suosiad ,C[iap[a io3 saa?nias 3o uials~is paleu?piooa pue an?suayaaduioa a io; ueid ease ue 8uuals?u?u~pe pue Su?do[anap so; aIq?suodsai IN WITNESS WHEREOF, the STATE and the CONTRACTOR have executed this Agreement effective as of the date first above written. STATE By Its Director CONTRACTOR By Its Mayor, County of Hawaii By Its County Council Chairman RECOMMEND APPROVAL: i ~ `lG~,~ Hawaii Coun Office of Aging County Executive APPROVED AS TO AND LEGALITY: Deputy Corporation Counsel County of Hawaii APPROVED AS TO FORM: Deputy Attorney General State of Hawaii * Evidence of authority of the Contractor's representative to sign this Agreement for the Contractor must be attached. 3 GOVT FORM A STATE OF 1 COUNTY OF 1 On this _ Day of ,19 , before me personally appeared who indicated that was the of and in that capacity was authorized to execute contracts on behalf of and who executed the foregoing instrument, and acknowledge that execute the same as free act and deed. Notary Public, State of Hawaii My commission expires: o ~ 7/93 2 ADM Attachment 1 SCOPE OF PERFORMANCE The purpose of this award is to provide supplemental funds to CONTRACTOR for its administration of the approved Area Plan on Aging. CONTRACTOR shall, in a proper and satisfactory manner, as determined by the STATE and in accordance to the terms and conditions of this Agreement, use the funds received under this Agreement for only administrative functions of the Area Agency on Aging. 7/93 Attachment 2 #2, 3, all TIME SCHEDULE This Agreement shall be in effect for the period from July 1. 1997 to and including June 30. 1999, unless this Agreement is sooner terminated as provided herein. e o 7/93 Attachment 3 #3 Page 1 COMPENSATION AND PAYMENT SCHEDULE 1. COMPENSATION. Subject to continuing availability of of funds, the STATE agrees to pay CONTRACTOR, for services satisfactorily performed under this Agreement, a sum not to exceed Five Thousand Nine Hundred and Sixtv Six Dollazs ($5 966 00), provided that CONTRACTOR shall apportion said sum among the programs/activities set forth in this Attachment. Payment of this sum shall constitute full and complete compensation for all services, materials, supplies, equipment, overhead, taxes, and other incidentals and operating expenses which CONTRACTOR incurs in the performance of this Agreement. It is strictly understood and agreed by CONTRACTOR that the sum payable to it under this Agreement shall be payable only upon receipt by the STATE of those federal funds described and provided pursuant to the STATE's Plan on Aging, and that this Agreement shall not be construed as a general agreement by the STATE to pay said amount to CONTRACTOR out of any funds other than those received from DHHS. 2. METHOD OF PAYMENT. a. The funds awazded to the STATE by the DHHS and appropriated by the state legislature for purpose of this Agreement shall be subject to the allotment system as provided in Chapter 37, Hawaii Revised Statutes. b. Subject to availability of funds, payments to CONTRACTOR under this Agreement shall be made in accordance with and aze subject to the provisions of Attachment 3 Page 2 Chapter 7, Request for Payments (Area Agency on Aging Reporting Handbook), and aze subject to the following appropriate Federal of State provisions: c. Federal-Older American Act Funds (1) If Federal funds aze awazded, the STATE shall use T'he allocation plan contained on pages ~ of Attachment 3 as a basis of paying CONTRACTOR, provided that the STATE may reduce said amount by any carry-over funds that were previously paid to CONTRACTOR and aze still held by CONTRACTOR, upon submission by CONTRACTOR of written request for payment. (2) Program income, and interest or investment income, hereafter referred to as income, that is collected or eazned by CONTRACTOR or any of its subcontractors as a result of activities supported by funds provided to CONTRACTOR under this Agreement shall be retained by CONTRACTOR 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. d. Mate Funds (1) ]f State funds are awarded. the STATE shall use the allocation plan Attachment 3 Page 3 contained on page 5 of Attachment 3, as a basis of paying CONTRACTOR, upon submission by CONTRACTOR of written request for payment. (2) Payment shall be made in advance quarterly installments upon submission by CONTRACTOR of written request for payment. (3) The quarterly financial status reports and performance progress reports shall be reviewed by the STATE for appropriateness and allowability of the reported expenditures. (4) If an amount of reported expenditures is determined by the STATE to be inappropriate and unallowable, the STATE may deduct an equivalent amount from the next payable installment. If, after payment of the last installment, investigation and examination reveal additional expenditures that aze detetmined by the STATE to be inappropriate and unallowable, the STATE may require that an equivalent amount of monies be refunded to the STATE notwithstanding the STATE's preliminary determination of appropriateness and allowability. (5) 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. Such payments aze subject to availability of funds and allotment by the Director of Finance in accordance with Chapter 37, Hawaii Revised Statutes. Final payment under this Agreement shall be subject to sections 103-53 and 237-45, Hawaii Revised Statutes, which require a tax cleazance from the Director of Taxation, State of Hawaii, showing Attachment 3 Page 4 that all delinquent taxes, if any, levied or accrued under State law against the private subcontractors have been paid. 3. CONTRACTOR shall include appropriate provisions for its subcontractors to ensure that the provisions of this Part may be effectuated. e a T ffl (n n d ~ ~ ~ n ry j D O7 ~ O ~ ~ ~ T m Z cOO cOD f{D ~ ~ O ~ V ~ C y ~ O O `G ~ 2 ? C C _ d N 7 O O OFI tD N t0 p = W O O V (n O Q^ ~ C O O ~ ~ Q n O O- 3 `D ~ D cc fn i~ ~ 0 d i, ~I a la ~ i ~ I ~ ' ~ i ~ I Q ~ ~ a m v c~ m o ~ ' I'N N IC O. 7 ~3 ~ v i~~ ~ ~ ~'7 ~ ~ m W W ~ O ~ I, it 'i ~~i ~ G d A i ~ ~ ~ m 3 ~ ~ 3 I i ~ w i io ~ ' ~ 7 i ` a ~ ~ m m ~ ' w o i ~ <o ~ I i ~ I i i i ~ ~ ~ ~ ' I~ I, i m it i i ~ ~ ~ ~ v, a+ttachmeat 3 STAiYDARDS OF CONDUCT DECLARATION For the purposes of this deelancioa: 'CAatroUinj interest' meam as interest in a business or other uadettakia j which is suttidest is tan to control, whe[her the interest be greater or less than fifty per nat. 'Empbyee" mesas nay nominated, appointed. or elected officer or empbyea o[ tht State, including metabets of boards, eommusions, and committees, and empbyea under contract to the -.ate or of a constitutional eoevsntioa, but excluding legislaton, delegatesto a constitutional oonvsatbe.justicea, and judges. Oa behal[of .AWARDEE, the uadern~ed don deekn, under penalty of pequry, as folbws: 1. AWARDEE fist !is notl a legislator or as etttpbyp of s busiass is whieb a lepsktor or as empbyss ha a wotrolliag iatsrat.• 2. AWARDEE has not been assisted ar reprsxntsd by a kgielewr or smpbya for a ter ar other compsasatioa to obWia this Ajrstmest and wiU not bt assisted of rspraeottd by a kgiskto x empbyea tot a tat or other mmpensatbs is the psrformana of the Ajttstasa4 if the lepsktor or emp4 ee had bees iavoNsd in the devebpment or award of the Ajresmsat. 3. AWARDEE ha not been assisted or reprexn[ed [or a [n or other eompsasstba is e award of thin A;reemtat by ae AGENCY empbyss or, is the cast of [ht Legisktun, by a lepaktor. 4. AWARDEE has not been repnxntsd or assisted pstsoaally oe when related to. • Agreetneat by s former empbyst of the AGENCY who, within tht, prtesdiaj two ysan, partidpatedvo.u is start otGes or empbyment oa the wtter with which the contract u directly woeernsd S. AWARDEE 6m oat been reprexated or assisted oa when rektsd to this Agreement, for a tat or other cotsidsrotioe by as iadmdual who, within the past twelve tttoaths, bas been as AGENCY eatpbytt, ,the esse of tht Ls jisiatun, a le jislator. 6. AWARDEE bas not been represented or asttistsd is the sward of thu Agreement for a fee or other coosidtrstbn by as individual who, a) within tht pau tsrtlw ttsoaths, xrvsd as as AGENCY stttpbyta or ie tht ease of tht Lsjislatun, s lepslator, and b) partieipattd while sa empbyea or lepslator on wttst7 nkttd to this Ajrestnsnt AWARDEE undstwads that tht A jresnteat to which this doeutmot is atraehedu voidable oa behalf of the STAlE it thin A jrtsmeat wn sotstvd into in violation of say pevvisson o[ chapar jt, Hawaii Revixd Sutnta, eotttotoely rt(ttred to as the Code of Ethic" includia j the prwioons which an tht source of the dtdantiotu above. AddltbsaUy, nay tat" catnpsttsatioa jih. or profit received by nay person n a result of a violation of tde Code o[ Ethic suy bt rseavered by the STA1E DA'IFF~s Howhhs, Hswaii, . l9_ AWARDEE BY to (Title) ' Retnindtr to the AGENCY: [f "is• itt deekntioa 1 is circls4 the AGENCY is required. under section isa- t 3. Hawari Revised Statutes, b tits with the State Ethic Commissba tta (10) days bstort tht Agreement .s entered into, a writtse jtutifatioa a to why [ht A jreemeat was cot rsgtrirtd to bs eontpsutivsty bid Farms wG1wGSiK ~ c o y a 7/93 Attachment 5 #2, #3 Page l GENERAL CONDITIONS Contractor shall secure assurances and verify that all of its subcontractors meets the following: 1. Smoking licv. The Contractor shall implement and maintain a written smoking policy as required by Chapter 328K, Hawaii Revised Statutes. 2. Conflicts of Interest. The Contractor represents that neither the Contractor, nor any employee or agent of the Contractor, presently has any interest, and promises that no such interest, direct or indirect, shall be acquired, that would nor might conflict in any manner or disagree with the Contractors performance under this Agreement. 3. Compliance with Laws. The Contractor 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 Contractors performance under this Agrcement. 4. Indemnification and Defense. The Contractor shall defend, indemnify, and hold harmless the State of Hawau, the STATE, and their officers, employees, and agents from and against all claims, damages, and costs, including attorneys' fees, arising out of our connection with the acts or omissions of the Contractor under this Agreement. The provisions of this paragraph shall remain in full force snd effect notwithstanding the expiration or early termination of this Agreement. 5. Insurance. a. The Contractor shall require that each private subcontractor shall obtain, maintain, and keep in force throughout the period of this Agreement comprehensive Lability 7/93 Attachment 5 #2, #3 Page 2 insurance with a contractual liability endorsement, issued by an insurance company authorized to do business in the State in a combined amount of at least Five Hundred Thousand Dollars ($500,000.00), for bodily injury and property damage liability arising out of each occurrence, which insurance provides that it is the primary insurance for the State of Hawaii, the Contracting agency, and their officers, employees and agents for any liability arising out of or resulting from occurrences connected with the subcontractor's performance under this Agreement. Prior to or no later than 30 days after execution of this Agreement, the Contractor shall obtain certificates of insurance from all its subcontractors, verifyirtg the existence of the necessary liability insurance coverage, including the coverage of the State of Hawaii, the STATE and its officers, employees, and agents. The parties agree that the insurance certificates shall be attached hereto as part of Attachment 6 and be a part of this Agreement. If a lower amount of coverage or variation of the terms under this section is requested in writing by the Contractor and, for good cause shown, approved by the DIRECTOR, the identity of this subcontractor and the corresponding acceptable limits of coverage or terms shall be attached as part of Attachment 6. 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 subcontractor, upon renewal of the policy, shall promptly cause to be provided to the STATE an updated certificate of insurance. The certificate of insurance shall expressly provide that the insurance policy shall not be cancelled unless the insurance company has first given to the STATE thirty (30) calendar days written notice of the intended cancellation. b. If an automobile or automobiles are required to perform any or all of the programs and services described in Attachment 1 of this Agreement, Contractor shall require each e 7/93 Attachment 5 #2, #3 Page 3 private subcontractor it engages to perform that program or any service, to obtain and keep in force an automobile liability insurance policy issued by a company authorized to do business in the State and complying with the Hawau No Fault Insurance Law, an amount of at least One Hundred Thousand Dollars ($100,000.00) for each person with respect to bodily injury and Filly Thousand Dollars ($50,000.00) each occurrence with respect to property damage. Each policy shall name the STATE, the State of Hawaii and their officers, agents, and employees as additional insureds under the policy and each policy shall constitute primary insurance for the State of Hawau, the STATE and their officers, employees, and agents for any liability arising out of or resulting from occurrences during or in connection with the performance of services under this Agreement. Prior to or no later than 30 days after execution of this Agreement the Contractor shall obtain and attach hereto as part of Attachment 6 the certificate of insurance of its private subcontractors verifying the existence of the necessary automobile liability insurance coverage, including the coverage of the State of Hawau, the STATE and their officers, employees, and agents. If the scheduled expiration date of any existing automobile liability insurance policy is sooner than the specified termination date of thin Agreement, Contractor shall promptly cause to be provided to the STATE and updated certificate of insurance evidencing renewal thereof. Each certificate of insurance shall expressly provide that the inauana policy shall not be cancelled unless the insurance company has first given to the STATE thirty (30) days written notice of the intended cancellation. c. If professional services are required to perform any or all of the programs and services described in Attachment 1 of this Agreement, Contractor shall require each private 7/93 Attachment 5 #2, #3 Page 4 subcontractor it engages to perform that program or service, to keep in force a malpractice liability insurance policy issued by a company authorized to do business in the State, in an amount of at least One Million Dollars (51,000,000.00) for each occurrence or such other amount requested in writing by the Contractor, and, for good cause shown, approved by the Director. Each policy shall name the STATE, the State of Hawaii and their officer, employees, and agents as additional insureds under the policy and each policy shall constitute primary insurance for the State of Hawaii, the STATE, and their officers, employees and agents for any liability arising out of or resulting from occurrences during or in connection with performance of services under this Agreement prior to or no later than 30 days after execution of this Agreement the Contractor shall obtain and attach hereto as part of Attachment 6, the certificates of insurance of its private subcontractors verifying the existence of the necessary malpractice liability insurance coverage, including the coverage of the State of Hawau, the STATE and their officers, employees and agents. If the scheduled expiration date of any existing malpractice liability insurance policy is sooner than the specified termination date of this Agreement, Contractor shall promptly cause to be provided to the STATE an updated certificate of insurance upon renewal. Each certificate of insurance shall expressly provide that the insurance policy shall not be cancelled unless the insurance company has first given to the STATE thirty (30) days written notice of the intended cancellation. If a lower amount of coverage or variation of the terms under this section is authorized by the STATE for any individual subcontractor, the identity of the subcontractor and corresponding acceptable limits of coverage or terms shall be attached hereto as part of Attachment 6. 7/93 Attachment 5 #2, #3 Page 5 d. The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder or to fulfill the indemnification provisions and requirements of this Agreement. Notwithstanding said policy or policies of insurance, Contractor shall be obligated for the full and total amount of any damage, injury, or loss caused by negligence or neglect connected with this Agreement. 6. COPYRIGHT AND PATENT. No summary, report, map, chart, graph, table, study or other document or discovery, invention, or development produced in whole or in part with funds made available under this Agreement shall be the subject of an application for copyright or patent by or on behalf of Contractor, its officers, its agents, its employees or its subcontractors without prior written authorization from the STATE. Contractor shall ensure that this limitation is applied to and complied with by its subcontractors. 7. Relationship of Parties. Independent Contractor Status and Responsibilities Including Tax Responsibilities. a. In the performance of this Agreement, the Contractor is an "independent contractor," with the authority and responsibility to control and direct the performance required under this Agreement; however, the STATE shall have a general right of inspection to determine whether, in the STAT6s opinion, the Contractor is in compliance with this Agreement. b. 'The Contractor and the Contractor's employers and agents are not, by reason of this Agreement, agents or employees of the STATE for any purpose,, and the Contraaor, and the Contractor's employees and agents are not entitled to claim or receive from the STATE any vacation, sick leave, retirement, workers' compensation, unemployment insurance, or other 7/93 Attachment 5 #2, #3 Page 6 benefits provided to state employees. c. The Contractor shall be responsible for the accuracy, completeness, and adequacy of its performance under this Agreement. Furthermore, the Contractor intentionally, voluntarily, and knowingly assumes the sole and entire liability to the Contractors employees and agents, and to any individual not a party to this Agreement, for all loss, damage, or injury caused by the Contractor, or the Contractor's employees or agents in the course of their employment. d. The Contractor shall be responsible for payment of all applicable federal, state, and county taxes and fees which may become due and owning by the Contractor by reason of this Agreement, including but not limited to (i) income taxes, (ii) employment related fees, assessments, and taxes, and (iii) general excise taxes. The Contractor also is responsible for obtaining all licenses, permits, and certificates that may be required in order to perform this Agreement. e. The Contractor shall obtain a general excise tax license from the Department of Taxation, State of Hawau, in accordance with section 237-9, Hawaii Revised Statutes, and shall comply with all requirements of that chapter. The Contractor shall be solely responsible for meeting all requirements necessary to obtain the tax clearance cerificate required for final payment under sections 103-53 and 237-45, Hawaii Revised Statutes, and 2d (5) of Attachment 3, but not limited to, obtaining a general excise tax license. f. The Contractor is responsible for securing all employee-related insurance coverage for the Contractor and the Contractor's employees and agents that is required by law; and for payment of all premiums, costs, and other liabilities associated with securing the insurance 7/93 Attachment 5 #2, #3 Page 7 coverage. 8. Federal Funds. If this Agreement is payable in whole or in part from federal funds, Contractor agrees that, as to the portion of the obligation under this Agreement to be payable out of federal funds, the Contractor agrees to be paid only from such federal funds, received from the federal government, and shall not be paid from any other funds. 9. Pu lici .The Contractor shall, in all news releases, public statements, announcements, broadcasts, posters, programs, and other printed or published materials relating to performance under this Agreement, acknowledge that the project, event, program, or activity is supported in whole or in part under this Agreement by the State of Hawaii and the Executive Office on Aging through appropriations made by the Legislatwe of the State of Hawau, or is supported by the appropriations from the U. S. Department of Health and Human Services, Administration on Aging and the Executive Office on Aging. The words "sponsored by" or "produced for" or their equivalent do not correctly express the contracting relationship and must not be used. Examples of acknowledgements of financial support are: "This publication was made possible by funds from "The project described in this article was supported by funds from or "Funding for this program was provided in whole (or part) by Acknowledgements for audiovisual products must not represent or suggest in any way that the views expressed are those of the DHHS - AoA and the EOA Consequently, the acknowledgement for audiovisuals must also include the following explicit statements: "The opinions expressed in this (file, etc.) do not necessarily reflect the views of that the ....has 7/93 #2, #3 Attachment 5 Page 8 not approved this (film, etc.) for presentation to the general public. Acknowledgements shall be printed in type and font size which accommodates persons with visual impairments. ] 0. Confidentialiri of Material. a. All material given to or made available to the Contractor by virtue of this Agreement, which is identified as proprietary or confidential information, will be safeguarded by the Contractor and shall not be disclosed to any individual or organization without the prior written approval of the STATE. b. All information, data or other material provided by the Contractor to the STATE shall be subject to the Uniform Information Practices Act, ch. 92F, Hawau Revised Statutes. 11. Subcontracts a_~d i m ntQ. The Contractor shall not assign or subcontract any of the Contractor's duties, obligations, or interests under this Agreement without the prior written consent of the STATE. Additionally, no assignment by the Contractor of the Contractor'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, Hawaii Revised Statutes. 12. Suspension and Termination o Ag eeR,a.,*. a. The STATE reserves the right at any time and for any reason to suspend this Agreement for any reasonable period, upon written notice to the Contractor. Upon receipt of said notice, the Contractor shall immediately comply with said notice and suspend all performance 7/93 Attachment 5 #2, #3 Page 9 under this Agreement at the time stated. b. If, for any cause, the Contractor breaches this Agreement by failing to satisfactorily fulfill in a timely or proper manner the Contractors obligations under this Agreement or by failing to perform any of the promises, terms, or conditions of this Agreement, and having been given reasonable notice of an opportunity to cure such default, fails to take satisfactory corrective action within the time specified by the STATE, the STATE shall have the right to terminate this Agreement by giving written notice to the Contractor of such termination at least seven (7) calendar days before the effective date of such termination. Furthermore, the STATE may terminate this Agreement without statement of cause at arty time by giving written notice to the Contractor of such termination at least thirty (30) calendar days before the effective date of such termination. c. Upon termination of the Agreement, the Contractor, within thirty (30) days of the effective date of such termination, shall compile and submit in an orderly manner to the STATE an accounting of the work performed up to the date of termination. In such event, the Contractor shall be paid for the actual cost of the services rendered, if arty, but in no event more than the total compensation payable to Contractor under this Agreement. d. If this Agreement is terminated for cause, the Contractor shag not be relieved of liability to the STATE for damages sustained because of any breach by the Contractor of this Agreement. In such event, the STATE may retain any amotmts which may be due and owning to the Contractor until such time as the exact amount of damages due to the STATE from the Contracoor has been determined. The STATE may also set off any damages so determined 7/93 Attachment 5 #2, #3 Page 10 against the amounts retained. 13. Disputes. No dispute arising under this Agreement may be sued upon by the Contractor until after the Contractor's written request to the DIRECTOR to informally resolve the dispute is rejected, or until ninety (90) days after the DIRECTOR's receipt of the Contractor's written request whichever comes first. While the DIRECTOR considers the Contractor's written request, the Contractor agrees to proceed diligently with the performance necessary to complete the work program unless otherwise instructed in writing by the DIRECTOR. 14. State Remedies. The Contractor understand that in the event that any one of its subcontractors no longer meets all of the standards and conditions set forth in paragraphs 20 and 21 of these General Conditions, or in the event that Contractor fails to comply with any of the other requirements, provisions, or conditions set forth in this Agreement, that the STATE may refuse to make further payments to Contractor under this Agreement. Contractor further understands that pursuant to chapter 42D, Hawaii Revised Statutes, if its subcontractor is found to have withheld or omitted any material facts or deliberately misrepresented any facts to the STATE, the subcontractor shall be prohibited from requesting a grant or subsidy or submitting a proposal for a purchase of service agreement from the State of Hawaii for period of five (5) years after the date of that finding. 15. Modifications of Agreement. Any modifications, alteration, amendments, change, or extension of any term, provision, or condition of this Agreement shall be made only by written amendment to this Agreement, signed by the Contractor and the STATE. 16. Notices. Any written notice required to be given by a party to this 7/93 Attachment 5 #2, #3 Page 1 l Agreement shall be (a) delivered personally, or (b) sent by United States first class mail, postage prepaid, to the DIRECTOR at the DIRECTOR's office in Honolulu, Hawaii or to the Contractor at the Contractors address as indicated in this Agreement. 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 Contractor is responsible for notifying the DIRECTOR in writing of any change of address. 17. 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 deemed to constitute a waiver or relinquishment of the STATE's right to enforce the same in accordance with this Agreement. 18. Seve~bility. In the event that any provision of this Agreement is declared invalid or unenforceable by a court, such invalidity or unenforceability shag not affect the validity or enforceability of the remaining terms of this Agreement. 19. Governing Law. The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties to this Agreement, shall be governed by the laws of the State of Hawaii. Arty action at law or in equity to enforce or interpret the provision of this Agreement shall be brought in a state court of competent jurisdiction in Honolulu, Hawaii. 20. Standards and Conditions. Contractor shall comply with the requirements set forth in Chapter 42D, Hawau Revised Statutes; the Older Americans Act of 1965, as amended; federal implementing regulations, including 45 C.F.R Part 1321, and 45 C.F.R Part 92; and the State of Hawau, Area Agency Policies and Procedures Manual. 7/93 Attachment 5 #2, #3 Page 12 In the event that Contractor enters into a subcontract with a private organisation to provide the services, programs and activities required under this Agreement, Contractor agrees not to release any funds to the private organization unless the requirements set forth in items 21, and 22, in this Agreement are complied with. 21. Chanter 42D. Hawaii Revised Statute. Private Culu~~,nr..ctnra n,,, ifvina ar a. The subcontractor is a profit organization incorporated under the laws of the State of Hawaii or a nonprofit organization determined by the Internal Revenue Service to be exempt from federal income tax. b. If the subcontractor is a nonprofit corporation, subcontractor has a governing board whose members have no material conflict of interest and serve without compensation. c. The subcontractor has bylaws or policies that describe the manner in which business is conducted and policies that relate to nepotism and management of potential conflicts of interest. d. The subcontractor has at least one years experience with the project or in the program area for which the award is made; or has been granted an exception to this standard by the Director of Finance. e. The subcontractor is licensed and accredited in accordance with federal, state, or county requirements. 22. Chapter 42D. Hawaii Revised Statute. Statutory Conditions of Private 793 Attachment 5 #2, #3 Page l3 Subcontractors. a. The subcontractor has agreed to and will during the term of this Agreement: (I) Employ or have under contract persons qualified to engage in the activity to be funded under this Agreement. (2) If the subcontractor is a nonprofit organization, it does not employ or have under contract any two or more members of a family or kin of the first or second degree, unless agreed to in this Agreement. (3) Not grant any salary or benefit increases to its employees or contractors with public funds unless the increases are agreed to in this Agreement. (4) Comply with applicable federal and state laws prohibiting discrimination against any person. (5) Not use public funds for entertainment of perquisites. For the purpose of this Agreement, "perquisite" means a privilege furnished or a service rendered by the subcontractor to an employee, officer, duector, or member of the subcontractor to reduce that individual's personal expenses. (6) Comply with any other requirement that the Director of Finance may prescribe to ensue adherence by the Contractor to federal, state and county laws. b. The subcontractor shall allow the STATE, the Director of Finance, the committees of the legislative bodies and their staffs, and the Legislative Auditor full access to records, reports, files and other related documents so that the program, management, and fiscal practices of the subcontractor may be monitored and evaluated to assure the proper and effective 7/93 Attachment 5 #2, #3 Page 14 expenditure of public funds. This right of access shall last as long as the records and other related documents are retained. 23. The Contractor shall ensure that the provisions and limitations contained in this Attachment that are applicable are binding upon all its subcontractors. 995 Attachment 6 #2, #3 Page 1 SPECIAL CONDITIONS 1. Reporting and Recordkeep~g R a sir m nt= a. In ordu that the STATE may monitor Contractor's compliance with this Agreement, Contractor shall submit to the STATE written quarterly progress and financial reports using the instructions and forms contained is the Area Agency on Aging Reporting Handbook, including othu reports which may be requested by the STATE subsequently. All quarterly reports are due within twenty (20) days aftu the last day of each calendar quarter during the period of this Agreement. All subcontractors entued into by Contractor to implement Attachment 1, Scope of Services of this Agreement shall include provisions which would facilitate the reporting requirements of this Attachment and allow Contractor to comply with this timetable. In addition to the quarterly written progreu and financial reports, Contractor, upon request, shall meet with representatives of the STATE to discuss the progress of the work to be provided under this Agreement. b. At the end of the period of this Agreement, Contractor shall, at the completion of the contract period, submit to the STATE a written annual report, a amual financial report, an irtverrtory of all facilitia which received Older Americans Aa funds for construction, acquisition, renovation or allocation, and an inventory of all equipment costing S250.00 or more purchased with funds furnished under this Agreemem. The written annual report shall include Contractors documentation of its overall efforts towards meeting the requirements of this Agreement. All annual reports are due within sixty (60) days ofthe last day of this Agreement In addition, Contractor shall ensure that it is capable of furnishing nay additional reports or information that the STATE may, 9/95 Attachment 6 #2, #3 Page 2 from time to time, require or request. c. For Federal Older American Act Funds, the Contractor shall ensure that the local or cost sharing matching requirements mandated by 45 C.F.R Part 92, subpart C are satisfied, and that the matching or cost sharing funds provided to it under this Agreemem are secured and applied where required. d. Contractor shall maintain and ensure that it and all of its subcontractors in accordance with generally accepted accounting procedures and practices maintain fiscal records, supporting documents and related files, papers, receipts, reports and other evidence that sufficiently and properly reflect all direct and indirect expenditures, and managemem and fiscal practices related to the Contractors and subcontractor's performance under this Agreement. Contraaor shall ensure that its own fiscal records, and supporting documents and related files, papers, receipts, reports and those of each of its subcontractors, are 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 duty authorized representatives. a Contractor shall retain and permit, and ensure that its subcontractors retain and permit, 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 to have access to, any documents, papers, books, records and other evidence which are pertinent to this Agreement and which are necessary to enable said agencies or persons to conduct surveys, audits, and examinations of Contractors and its subcontractors w~ 9/95 Attachment 6 #2, #3 Page 3 performance. f. Contractor shall comply with all ordinances, codes, rules and regulations of the federal, State and local government which in any way affect its performance under this Agreement, and shall require the same compliance from each of its subcontractors. g. Contractor shall ensure that any subcontract it enters into specifically incorporates or otherwise ensures that the requirements of this Attachment are applicable to and are satisfied by each of its subcontractor so as to facilitate Contractors compliance with these requirements. 2. STANDARDS OF CONDUCT DECLARATION, Attachment 4 shall not be applicable to Contractor if the Contractor is a County agency or another State agency; provided that the provisions of Attachment 4 shall apply to the private recipiern or subcontractor. The Contractor shall enswe that the provisions and limitations contained in Attachment 4 that are applicable are binding upon all its subcontractors. 3. Insurance Certificates for private subcontractors are attached. 4. Contractor shall monitor and evaluate each State funded subcontract with the provider organization at least aoaually to ettstue compliance with Chapter 42D, I~tS, the public purpose, legislative intent of the grant subsidy or purchase of services, and to determine whether the subcontract attained the intended results in the manner contemplated. Contractor shall conduct at least an annual onsite visit and maintain an annual written report for each grant, subsidy or purchase of service award which desrn'bes the progress, compliance and required corrective action by the subwntractor.