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COM 0082.047 2004-2006
tr a Harry Kim c~ Alan R. Parker .Mayo. F.xeeunve on AA~ng ~'oi'd?'MJ County o~ Hawaii OFFICE OF AGING Hilo Lagoon Centre, 101 Aupuni Street. Suite 342, Hflo, liawai'i 96720-4262 Phone (808) 961-8600 • Fax (808) 961-8603 lianama Place. 75-5706 Kuakini Highway, Suite 106. Kailua-Kona, Hawaii 96740-1751 Phone (808) 3273597 Fax (ft08) 327-3599 - DATE. March 17, 2006 TO: Stacy K. Higa, Council Chair and Council Members VIA: Deanna Sako, Controller FROM: Alan Parker, Executive on Agint~'i,./ RE: NOTIFICATION OF GRANT AWARD Compliance with Ordinance No. 05-86, Section 7(1) Name of Grant Program: Aging and Disability Resource Center Grantor: Dept. of Health, Executive Office of Aging County Grantee Department or Agency: Hawaii County Office of Aging Grant No. (IF KNOWN): HA-ADRC-2006-N, Federal ID-AoA#90AM2998/01 & CMS#ILACMS300009 Amount of Grant: $495,000.00 = $144,200(FY06); $170,400(FY07); $180,400(FY08 Amount of County Match: $61,780.00 = $21,780(FY06); $20,000(FY07); $20,000(FY08) County Rev. & Exp. Account Numbers: #3301.04 & #010-411-5411.09 to 10 - $495,000.00 Grant Period (Commence. & Completion): November 1, 2005 to December 30, 2008 Purpose of Grant: To develop an Aging and Disability Resources Center (ADRC) on the Island of Hawaii as described in the State of Hawaii's ADRC proposal. Is final report required by grantor? ©Yes ? No Notification attached: ©Yes ~ No AP: bj i Corns No. ~ 2' 'I I Ref. To: Ref. . ot~~ Omva7'r County ~s an equal opportunity promder and employer. An Area Agency on 9ging t~~~~~ ~ ,p SDI LINDA LINGLE GOVERNOR OF HAWAII PAT SASAKI g EXECUTIVE DIRECTOR ~I CHIYOME L. FUKINO, M.D. @o.Dm.DA'~ Telephone DIRECTOR OF HEALTH (808) 586-0100 STATE OF HAWAII EXECUTIVE OFFICE ON AGING F~ NO. 1 CAPITOL DISTRICT (aoa) 5a6-Ot85 250 SOUTH HOTEL STREET, SUITE 406 HONOLULU, HAWAII 96813-2831 DATE RECEIVED ~-i~'-a~ March 13, 2006 CIRCULATE TO 1°'~_ COPY TO ~ 6Z ACTION BY DATE DUE TO TO: Alan Parker PILE County Execufive Hawaii County Office of Aging FROM: Pat Sasaki Execu6v D'•ector Executive Office on Aging SUBJECT: AGING AND DISABILITY RESOURCE CENTER AGREEMENT Enclosed is afully-executed agreement between the State and the County of Hawaii for the Aging and Disability Resources Center. We thank you for your patience and understanding as we pulled this contract together. The Executive Office on Aging is truly grateful for the vision and perseverance of the Hawaii County Office of Aging in realizing Hawaii's first Aging and Disability Resource Center. PCaa Enclosure: ADRC Agreement STATE OF HAWAPI 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) November 1, 2005 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, Hawaii 96813-2831 , and County of Hawaii, by and through its County Council and its A4+t~e~-Monaaina Director (the "PROVIDER"), a (government entity/corporationJpartnership/sole proprietorship! other business form) government entity whose business address and taxpayer identification number are: Hawaii County Office of Aging, 101 Aupuni 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; HA-ADRC-2006-N EXEMPT TRANSACTIONS I Form AG3-Exempt(4/99) ? 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: (I) (identify state sources) , or (2) (identify federal sources) AoA #90AM2998f01 and CMS #ILACMS300009 or both, in the following amounts: State: $ Federal: $ 495,000.00 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 of 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; HA-ADRC-2006-N EXEMPT TRANSACTIONS 2 Form AG3-Exempt(4/99) ? 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) November 1 2005 , to (date) December 30 2008 unless this Agreement is sooner terminated. 3. Compensation. The PROVIDER shall be compensated: ® in a total amount for all required services not to exceed Four Hundred Ninety-Five Thousand DOLLARS 495.000.001 , 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 HA-ADRC-2006-N EXEMPT TRANSACTIONS 3 Form AG3-Exempt(4/99) 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 N/A 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) November 15 2008 No amendment to the PROVIDER'S Final Project Report shall be considered after (date) December 15, 2008 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, Hawaii 96813-2831 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 shall be sent to 1151 Punchbowl Street, Room 230A, Honolulu, Hawaii 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. HA-ADRC-2006-N EXEMPT TRANSACTIONS 4 Form AG3-Exempt(4/99) IN WITNESS WHEREOF, the STATE and PROVIDER have executed this Agreement effective as of the date first above written. EXECUTIVE OFFICE ON AGING sy t xecutive Director PROVIDER COUNTY OF HAWAII sy Its t14s~er; County of Hawaii ~i _ Manapinp Director /,a RECOMMEND APPROVAL: l:~ l .t.( CI~~~cx~ i~ Hawaii County Office of Aging County Executive APPROVED AS TO FORM AND LEGALITY: Deputy C poration Cou sel Coun of Hawaii A~P^P/ROV, ED AS TO FORM: ~ ~-V~~~~ eputy ttorney General State of Hawaii Evidence of authority of the PROVIDER'S representative to sign this agreement for the PROVIDER must be attached. HA-ADRC-2006-N EXEMPT TRANSACTIONS 5 Form AG3-Exempt(4/99) STATE OF HAWAII ) SS: COUNTY OF HAWAII ) On this ~ day of ~wsr~~ , 2006, 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 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 (2000), as amended, and assigned by the Mayor to the Managing Director pursuant to Section 6-1.3(g) of the County Charter; and said DIXIE KAETSU acknowledged said instrument to be free act and deed of said COUNTY OF HAWAII. l P~~`(•~ CO,pR~i OATH C, CORREN/1/.4L._Il/~~Ii~~l TA ti.9 Notary Public w V ~ State of Hawaii w*^ s S ~ C • M commission ex fires: /o-f. -~aU6 .s' AU 8 ~ Y P s~q~•o NP~p? PROVIDER'S ACKNOWLEDGMENT St a of Hawaii ) SS. Coun of Hawaii ) On th 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 PROVID named in the foregoing instrument, and that helshe is authorized to sign said instrument o ehalf of the PROVIDER, as provided in Recital E of the foregoing Agreement, and a owledges that helshe executed said instrument as the free act and deed of the PROVIDE No ry Public, My co mission expires: HA-ADRC-2006-N EXEMPT TRANSACTIONS 6 Form AG3-Exempt(4/99) Scope of Services for the Aging and Disability Resources Center (ADRC) 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 funds received under this Agreement to develop an Aging and Disability Resources Center (ADRC) on the Island of Hawaii as described in the STATE of Hawaii's ADRC proposal which is attached hereto and incorporated herein by reference. ~ PROVIDER shall locate services and providers in a centralized facility - offering a one- stop shop for information and resources. The ADRC will offer information, counseling, referrals, assessment and eligibility determinations for both publicly and privately funded services targeting three groups: 1) adults over the age 60, 2) those who are Medicaid ? eligible, and 3) persons with disabilities, i.e., physical. The term of this Agreement is from November 1, 2005 to December 30, 2008. The establishment of the ADRC is a three-year plan described here and in Exhibit E. Special Conditions. The PROVIDER shall implement the following activities: First Year Goal: Plan and develop the ADRC infrastructure on the Island of Hawaii. A. Planning and Administration 1. Draft job descriptions for, and hire, the Hawaii County ADRC Coordinator, ? Aging and Disability Resource Specialist, and Data Processing Clerk. 2. Develop a county advisory group and define its role and responsibilities EXHIBIT "A" HA-ADRC-2006-N 1 3. Form partnerships with the community, providers, and clients to plan for the ADRC facility and concept. a. Solicit and obtain commitment from identified key partners and target group. b. Establish programmatic and administrative need requirements and resources for participating partners. 4. Develop Central Intake System and Case Management Protocols for long term care support (i.e. common assessment tools, pre-admission screening tools, forms, and discharge planning) 5. Develop cross-training programs for staff on different resources and eligibility screening. 6. Participate in up to two technical assistance/resource exchange conferences annually as described in Exhibit E. Special Conditions, 1.13. B. Development and Construction of the Pilot Site 1. Hire a Facility Design Consultant for Hawaii County. 2. Initiate feasibility study to plan and develop an ADRC site including architectural planning, potential users, space requirements, conceptual schematic plan, design development and construction plan. 3. Secure centralized facility for Hawaii County's ADRC. 4. Develop a work plan to be approved by EOA at the end of the first 11 months for the remaining 24 months as described in Exhibit E. Special Conditions, 1.8. EXHIBIT "A" HA-ADRC-2006-N 2 C. Access and Information 1. Aging and Disability communities shall be provided with uniform information and have access to long term care support. 2. Information Technology a. Secure necessary resources for facility improvements, hardware and software for MIS system in Hawaii County. b. Implement MIS Enhancement (SAMS 2000, Client Tracking, Care Plan, Case Management) research, planning and development. 3. Access a. Develop a marketing plan and public awareness/participation campaign (logo, website). b. Open ADRC for Information and Referral in Hawaii County. Second Year Goal: Integrate people with physical disabilities into the target group. A. Development of the Pilot Site 1. Implement the work plan as required by Exhibit E. Special Conditions, 1.8. 2. By the first quarter of the second year, Provider shall serve at least one major target group of people with disabilities, i.e., physically disabled, in addition to older adults. B. Administrative Requirements 1. Provider shall develop measurable performance goals for its programs for visibility, trust, ease of access, responsiveness, efficiency, and effectiveness, as described in Exhibit E. Special Conditions, 1.10. EXHIBIT "A" HA-ADRC-2006-N 3 Third Year Goal: All programs and services shall be located in the same facility. A. Administrative Requirements 1. Provider shall perform the functions of Awareness, Assistance, and Access as described in Exhibit E, Special Conditions, 1.7. 2. Provider shall develop and implement a plan to promote the continued operation of the project after the termination of the three-year project period. 3. Provider shall seek and secure needed funding to conduct related projects for which it is qualified. EXHIBIT "A" HA-ADRC-2006-N 4 COMPENSATION AND PAYMENT SCHEDULE 1 COMPENSATION 1.1 Subject to continuing availability of funds, the STATE agrees to pay PROVIDER for services satisfactorily performed under this Agreement a sum not to exceed FOUR HUNDRED NINETY-FIVE THOUSAND Dollars ($495,000.00) 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, and other 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 federal funds identified in C.(2) on page 2 of this Agreement. The STATE shall not pay any sums to PROVIDER out of any funds other than those received from U.S. Administration on Aging (AoA #90AM2998/01) and the Centers for Medicare and Medicaid Services (CMS #ILACMS300009). EXHIBIT "B" HA-ADRC-2006-N 1 2 METHOD OF PAYMENT 2.1 The funds awarded to the STATE by the U.S. Administration on Aging and the Centers for Medicare and Medicaid Services, if applicable, shall be subject to the allotment system as provided in Chapter 37, Hawaii Revised Statutes. 2.2 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 for Payments (Area Agency on Aging Reporting Handbook) and are subject to the following Federal or State provisions: 2.2.1 Funds 2.2.1.1 The STATE shall use the allocation plan contained in Exhibit B-1 as a basis for paying PROVIDER upon submission by PROVIDER of a written request for payment. 2.2.1.2 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 EXHIBIT "B" HA-ADRC-2006-N 2 expanded level of services shall also be spent prior to using funds provided under this Agreement. 2.2.1.3 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" HA-ADRC-2006-N 3 Hawaii County Office of Aging Aging and Disabilities Resource Center (ADRC) TOTAL TOTAL Year~7 Year2 Year3 Bud et for 3 ar rant GRANT COUNTY Grant Count Grant Count Grant Count Personnel ADRC Coordinator (S~ 165,000 0 45,000 60,000 _ _ 60,000 Aging 8 Disabilil~Resource SpecialistSSRt~_ 66 400 0 34,000 11,200 21,200 Data Processing ClerkSSR1~ 97,000 0 27,000 35,000 35,000 Travel ~ ~ - _ ~ Intra-State 0 0 Airfare {5 x $200/lrip~ _ _ 3,000 _ _ _ 0 1,000 0 1,000 0 1,000 _ _ 0 Per Diem 5 x $80 x 2 tla s 2,400 0 800 0 800 0 800 0 - - _ 0 - - Out-of-State 0 0 Airfare (2 x $1,000/trip) 6,000 0 2,000 0 2,000 0 2,000 0 Per Diem12 x $130 x 4 tlays) 3,120 0 1,040 0 1,040 0 1,040 0 Excess Lodging 2 x $50 x 4days 1,200 0 400 400 400 AIRS Training_ _ 8,280 0 2,760 2,760 2,760 Equipment _ Telephone ($40/mo. X 12 most 960 0 0 480 0 480 0 Internet access~00/mo X 12 mos.) 2,400 0 0 1,200 0 1,200 0 Desk & Chair (3 sets (a~ $725/set 2 175 0 2,175 0 - _ _ _ - _ _ File Cabinets (3 Q $275 eac~_ _ _ 825 0 _ 825 _ 0 Computer Equipment (2(~ $2,500 each) _ _ _ _ _ 5,000 0 5,000 Various Office Equipment 6.640 0 3,320 3,320 Computer Wiring _ _ 10,000 _ _ _ 0 10,000 Assistive Devices 10,000 0 0 0 10,000 Computer EquQment-ADRC facility 40000 0 20,000 20,000 - - _ _ _ (to include other~encies~_ _ _ Miscellaneous ADRC Rent 21,600 0 7,200 7,200 7,200 Media Campaign 30,000 0 10,000 10,000 10,000 Web Access Development 13,000 0 5,000 4,000 4,000 Caregiver Support ProLc[ _ _ _ 0 60,000 20,000 20,000 20000 Co~er_ _ 0 1,780 0 1,780 TOTALS 495,000 61,780 144,200 21,780 170,400 20,000 180,400 20,000 EXHIBIT B-1 THIS FORM. IS INOPERABLE BETWEEN THE STATE ADID THE PROVIDER. STANDARDS OF CONDUCT DECLARATION For the purposes of this declaration: 'Agency" means and includes the State, the legislature and its committees, all executive departments, boards, commissions, committees, bureaus, offices, the Lniversiry 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 undertaking which is sufficient in fact to control, whether the interest is greater or less than fifty 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 ~isl (is notL a legislator or an employee or a business in which a legislator or an employee has a controlling interest.' 2. PROVIDER bas 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. PROVIDER has not been represented or assisted personally on matters related ro 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 thi; Agreement, for a fee or other consideration by an individual who, within the past twel~r (12) months, has been an Ageary employee, or in the case of the Legislature, a legislator Exhibit "C" Page I 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-I5, HRS. to file 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 Agreement Subject to the Availabilit~,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¢ 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: GENERAL CONDITIONS Page 1 Form AG3-HHSGC(4(99) Exhibit D 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 Drug 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 sec and the Rehabilitation Act (20 U.S.C. §701, et sec 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. throughout the period of this Agreement liability insurance (the "Li iry Insurance") issued by an insurance company in a combined amount at least ONE MILLION AND NO/100 DOLLARS ($1,000,000.00), o such lesser amount requested in writing by the PROVIDER and, for g cause shown, approved by the head of the purchasing agency, whic pproval, if any, is a incorporated herein by reference, for bodily inju nd property damage ~ liability arising out of each occurrence. The Liab' Insurance shall provide L that it is the primary insurance for the St of Hawaii, the purchasing agency, and their officers, employees, an gents for any liability arising out IVY' 1~ of or resulting from occurrences onnected with the PROVIDER's performance under this Agreem Prior to or upon execution of this Agreement, the PROVIDER Il obtain a certificate of insurance verifying the existence of the nece ary liability insurance coverage, including the coverage of the State awai'i, and its officers, employees, and agents. If the scheduled expi ton date of the liability insurance policy is earlier than the expiration a of the time for performance under this Agreement, the PROVIDE ,.upon renewal of the policy, shall promptly cause to be provided to the ATE an updated certificate of insurance. The certificates of insu ce shall expressly provide that the insurance policy shall not be celled unless the insurance company has first given to the STATE thirty GENERAL CONDITIONS Page 2 Form AG3-HHSGC(4/99) Exhibit D 1.5 Notice to Clients. Provided that the term of this Agreement is at least one year in duration, within ONE HUNDRED AND EIGHTY (180) days afrer 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 Requirements. 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 of 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, sand 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 Confidentiality 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. GENERAL CONDITIONS Page 3 Form AG3-HHSGC(4/99) Exhibit D 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 Copyri¢ht. 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 termination 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 5nal 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. Relationship 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 GENERAL CONDITIONS Page 4 Form AG3-HHSGC(4/99) Exhibit D 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 Chanp_e 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 (hereinafrer 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 that 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. Including Tax Responsibilities. 3.4.1 [n 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, retirement, workers' compensation, unemployment insurance, or other benefits provided to state employees. Unless GENERAL CONDITIONS Page 5 Form AG3-HHSGC(4/99) Exhibit D 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. Furthermore, 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, assessments, 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 final 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. GENERAL CONDITIONS Page 6 Forth AG3-HHSGC(4/99) Exhibit D 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 In writing. Any modification, alteration, amendment, change, or extension of any term, 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. i 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 Hawaii, showing that all delinquent taxes, if any, levied or accrued 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 GENERAL CONDITIONS Page 7 Form AG3-HHSGC(4l99) Exhibit D 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 Agreement 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 kind 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. 5. [ndemnitication 5.1 Indemnification and Defense. The PROVIDER shall defend, indemnify, and hold harmless the State of Hawaii, the contracting agency, and their officers, GENERAL CONDITIONS Page 8 Form AG3-HHSGC(4(99) Exhibit D 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 Libation. In case the STATE shall, without any fault on its part, be i 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 SupRort. 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 agency 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. GENERAL CONDITIONS Page 9 Form AG3-HHSGC(4/99) Exhibit D 6.3 Section Headines. The section headings appearing in this Agreement have been inserted for the purpose of convenience and ready reference. They shall not be to deSne, 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 all 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 parties to this Agreement, shall be governed by the laws of the State of Hawaii. 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. I 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 Severability. 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 tern[, provision, or condition of this Agreement shall not constitute or be GENERAL CONDITIONS Page 10 ~ Form AG3-HHSGC(4/99) Exhibit D 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(4/99) Exhibit D SPECIAL CONDITIONS The PROVIDER agrees to carry out the objectives and activities of the project announced as the Aging and Disability Resource Center Grant Program (Resource Center Program). The PROVIDER shall design and implement a Resource Center Program that provides citizen-centered "one-stop" entry points into the long term support system and will serve individuals who need long term support, their family cazegivers, and those planning for future long term support needs. In addition, 1.1 The PROVIDER shall design a Resource Center Program that will provide information and assistance to both public and private-pay individuals and include both public and private programs in its information and assistance functions. 1.2 The PROVIDER shall meaningfully involve stakeholders, state agencies, county agencies, providers and other public and private paztners in the planning, implementation, and evaluation of their Resource Center Program. 1.3 The PROVIDER shall establish or designate an Advisory Board to assist in the development and implementation of its Resource Center Program. The Advisory Boazd shall advise the STATE (Executive Office on Aging (EOA)) on: (a) the design and operations of the Resource Center, (b) stakeholder input, (c) the State's progress toward achieving the goal and vision described in the FY 2005 Program Announcement, and (d) other program and policy development issues related to the State's Resource Center Program. 1.4 The PROVIDER shall meet the provisions for consumer task force participation that will ensure that people with disabilities and long term illnesses aze meaningfully involved in the planning and implementation activities undertaken as a result of grant funding. 1.5 The PROVIDER shall hire the county level ADRC coordinator within 6 months of receipt of the ADRC awazd. 1.6 The Resource Center program shall serve as the entry point to publicly administered long-term supports for individuals who aze eligible for, or appear to be eligible for, those publicly supported programs. 1.7 The PROVIDER shall design, by September 29, 2008 an ADRC, which will, at a minimum, perform the following functions of "Awazeness, Assistance, and Access": Exhibit "E" SPECIAL CONDITIONS HA-ADRC-2006-N 1 Awareness and Information • Public education • Information on long term support options Assistance • Long term support options counseling • Benefits counseling • Employment options counseling for people who aze interested in or may be interested in such counseling. The PROVIDER shall coordinate with other sources funding employment counseling in their state, such as the Social Security Administration and the Department of Labor, to ensure access and prevent duplication • Referral to other programs and benefits that can help people remain in the community, including programs that can assist a person in obtaining and sustaining paid employment • Crisis intervention • Helping people to plan for their future long term support needs Access • Eligibility screening • Assistance in gaining access to long term support services that may be paid with private funds • Comprehensive assessment of long term support needs and care planning • Programmatic eligibility determination for long term support services including the Medicaid long term care level of care determination • Medicaid financial eligibility determination that is either integrated or so closely coordinated with the ADRC that each individual applicant experiences a seamless interaction • One-Stop Access to all public programs for community and institutional long term support services administered by the state under Medicaid, and those portions of Older Americans Act programs the EOA has determined will be devoted to long term support services and any other publicly funded services EOA determines should be accessed through the ADRC. 1.8 At least one Resource Center pilot: • Shall be operational at the community level within 11 months of receipt of grant funds and, at a minimum, will provide information and counseling on long term support options to the elderly aged 60 yeazs and older. • At the end of the first 11 months, a work plan will be in place, which will be approved by the directors of EOA, Department of Human Services (DHS) Adult and Community Care Services Branch, Department of Health (DOH) Exhibit "E" SPECIAL CONDITIONS HA-ADRC-2006-N 2 Disability and Communication Access Board, and DOH Developmental Disabilities Division. The plan shall describe how the PROVIDER will institute the following functions within the following 24 months: eligibility screening, programmatic eligibility determination, and coordination with Medicaid's financial eligibility determination. • In the first quarter of the second yeaz, the PROVIDER'S Resource Center Program will serve, in addition to older adults, at least one additional major target group of people with disabilities as defined in the program announcement. 1.9 The PROVIDER shall establish a Resource Center Program that will have an electronic management information system that supports the functions proposed under this program. The system will allow for the tracking of client intake, needs assessment, caze plans, utilization, and costs. The data must be in an electronically transmittable form. 1.10 The PROVIDER shall establish measurable performance goals for their programs, along with indicators that can be used to track progress on the performance goals. The performance goals will, at a minimum, measure: (a) Visibility -extent to which the public is aware of the existence and functions of the ADRC; (b) Trust on the part of the public in the objectivity, reliability, and comprehensiveness of the information and assistance available at the ADRC; (c) Ease of Access (e.g., reduction in the amount of time and level of frustration and confusion individuals and their families experience in trying to access long term support); and (d) Responsiveness to the needs, preferences, unique circumstances, and feedback of individuals as it relates to the functions performed by the ADRC. PROVIDER shall also establish performance goals and indicators related to the program's Efficiency and Effectiveness (e.g., reduction in the number of intake, screening, and eligibility determination processes, diversion of people to more appropriate, less costly forms of support, improved ability to match each person's preferences with appropriate services and settings, ability to rebalance the state's long term support system, ability to implement methods that enable money to follow the person, etc.). PROVIDER shall refer to State Project Evaluation Guidelines for Assessing ADRC Project Progress and Accomplishments (located on www.adre-tae.or~) in developing evaluation plans. 1.11 The PROVIDER shall provide, as requested, a revised project narrative, budget and/or other required documents to the EOA within the timeframe requested. These may include: • A revised narrative that updates the status of the project and priorities; • A revised budget on approved forms; • A revised budget narrative that provides a justification for the funds requested; and Exhibit "E" SPECIAL CONDITIONS HA-ADRC-2006-N 3 • A revised budget narrative that provides a justification for the funds requested; and • A letter of support from the EOA, Department of Human Services (DHS) Adult and Community Care Services Branch, Deparhnent of Health (DOH) Disability and Communication Access Boazd, and Developmental Disabilities Division, and the State Governor's Office. 1.12 The PROVIDER shall provide revised budgets to the EOA by November 30, 2005. The AoA and CMS revised budgets will be submitted on the SF 424A and will include: • A three year project budget that reflects 58.45% of the grant award attributed to AoA • A three-year project budget that reflects 41.55% of the funds to be attributed to CMS • Other revisions which may be requested by EOA, AoA and CMS. 1.13 The PROVIDER shall participate in up to two technical assistance/resource exchange conferences annually, including the annual CMS Real Choice Systems Change conference. In FY 2006, the PROVIDER shall participate in the National ADRC meeting currently scheduled for November 2 and 3, 2005 in the Washington, DC azea and the CMS Real Choice Systems Change conference scheduled for April 10 - 12, 2006 in Baltimore, MD. In addition, the PROVIDER shall participate in periodic technical assistance/resource exchange teleconference meetings. 1.14 The PROVIDER shall fully cooperate with designated EOA, AoA and CMS technical assistance and evaluating providers on joint technical assistance activities and an evaluation of the Resource Center Grant Program. This may include participation in the development of an evaluation data set, surveys, interviews and other data collection and reporting activities. 1.15 At any phase of the project, including the project's conclusion, the PROVIDER, at the request of the EOA, AoA or CMS Project Officer, shall submit copies of analytic data file(s) with appropriate documentation, representing the data developed/used in end-product analyses generated under the award. The analytic file(s) may include primary data collected, acquired or generated under the awazd and data furnished by EOA, AoA or CMS. The content, format, documentation, and schedule for production of the data file(s) will be agreed upon by the EOA, AoA and CMS Project Officers. The negotiated format(s) could include both file(s) that would be limited to EOA, AoA and CMS's internal use and file(s) that EOA, AoA and CMS could make available to the general public. Exhibit "E" SPECIAL CONDITIONS HA-ADRC-2006-N 4 1.16 The PROVIDER shall cooperate with federal research efforts. This may include participation in surveys, interviews and other data collection activities. 1.17 The PROVIDER shall submit program progress reports semi-annually to EOA, CMS and AoA, according to the EOA-specified reporting tool. These reports must conform to the content requirements set forth and approved by the U.S. Office of Management and Budget. 1.18 The PROVIDER shall develop and implement a plan to promote the continued operation of the project after the termination of the three-year project period under this agreement. To address this requirement, the PROVIDER may seek and secure other funding to conduct related projects for which it is qualified. 1.19 The PROVIDER shall protect the confidentiality ofall information that identifies individual grant participants during the period of this project. The PROVIDER shall not disclose information identifying individual grant participants directly or indirectly except for purposes directly connected with the conduct of the project. 1.20 Major products, such as training manuals, videos, education booklets, journal and newspaper/magazine articles, etc. shall include the acknowledgement of AoA and CMS grant support, through the EOA. Meeting agendas, fliers or notices, and such are not required to have such information. 1.21 The PROVIDER shall include the following attribution and disclaimer on all materials developed for public distribution: "This project was supported, in part, under grants CFDA #s AoA 93.048 and CMS 93.779 from the U.S. Department of Health and Human Services, Administration on Aging and the Centers for Medicare and Medicaid Services. The PROVIDER, undertaking projects under government sponsorship, is encouraged to express freely its findings and conclusions. These contents, however, do not necessarily represent the policy of the U.S. Department of Health and Human Services and endorsement by the Federal Government should not be assumed." 1.22 Throughout the duration of the grant, the PROVIDER will provide all financial status reports, program performance reports and final reports to the STATE. In addition, the PROVIDER shall provide the STATE prompt written clarification of any budget discrepancies or inaccuracies when they become known and to respond promptly and fully to budget-related questions raised by the EOA, AoA, and CMS. Exhibit "E" SPECIAL CONDITIONS HA-ADRC-2006-N 5