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HomeMy WebLinkAboutRES 349 Draft 01 1994-1996COUNTY OF HAWAII STATE OF HAWAII RESOLUTION N0. 349 96 RESOLUTION AUTHORIZING THE COUNTY OF HAWAII TO ENTER INTO CONTRACT NO. HCOA-96-CM(A), WITH THE EXECUTIVE OFFICE ON AGING, OFFICE OF THE GOVERNOR, STATE OF HAWAII, PURSUANT TO HRS SECTION 46-8, WHEREBY THE STATE OF HAWAII PROVIDES FUNDS TO THE COUNTY OF HAWAII OFFICE OF AGING TO MAINTAIN PROGRAMS RELEVANT TO THE NEEDS OF THE ELDERLY. WHEREAS, the State of Hawaii through the Executive Office on Aging, pursuant to Chapter 349, Hawaii Revised Statutes, is mandated the responsibility of developing and implementing educational, recreational and cultural programs for elderly persons; developing and implementing active programs of consumer protection and pre-retirement counseling; and providing 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; and WHEREAS, pursuant to Title III of the Older Americans Act of 1965, as amended, 42 U.S.C. Section 3001, g~. sea., Section 30581 (hereafter the "Act"), the State developed a State Plan on Aging for the 1995-1998 fiscal period which was submitted to the United States Department of Health and Human Services (hereafter "DHHS") for its review and approval and requested that federal funds be made available for its implementation under Title III of the Act; and WHEREAS, under the Act, the designated area agencies are responsible for developing and administering, for their respective areas, an approved area plan or a comprehensive and coordinated system of services to the elderly; and WHEREAS, the County of Hawaii, by and through its Office of Aging, located at 101 Aupuni Street, Suite 342, Hilo, Hawaii 96720, is designated by the State of Hawaii as the area agency on aging responsible for developing an area plan for the comprehensive and coordinated system of services for elderly persons in the County of Hawaii; and WHEREAS, the State of Hawaii has appropriated federal funds for the purposes of developing the above-mentioned programs; and WHEREAS, the State of Hawaii wishes to distribute funds to the County of Hawaii, by and through the Office of Aging, for these purposes through Contract HCOA-96-CM(A) in the amount of $7,500.00; and WHEREAS, pursuant to Section 46-8, Hawaii Revised Statutes, as amended, the Governor of the State of Hawaii may enter into agreements with the Council of the County of Hawaii providing for the co-sponsorship and joint development and maintenance of programs and projects which have been authorized by the legislature. -2- NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE COUNTY OF HAWAII, that the Honorable Keiko Bonk-Abramson, is hereby authorized and designated to sign in the name of the Council of the County of Hawaii the above-noted Contract No. HCOA-96-CM(A). BE IT FURTHER RESOLVED that the County Clerk is hereby directed to forward copies of this resolution to the Honorable Stephen K. Yamashiro, Mayor of the County of Hawaii, the Eaecutive Office on Aging, Office of the Governor, State of Hawaii, the County of Hawaii Office of Aging, and to any other interested government or governmental agency. Dated: Hilo, Hawaii, this 7th day of August , 1996. INTRODUCED BY: COUNTY OF HAWAII GHS/21071 COL Co I hereby certify that the fc vote indicated to the righ the County of Hawaii on ATT ' R OLL CAL L VOTE 1 COUNCIL city of Hawaii AYES NOFS ABS EX silo, Hawaii Arakaki X Easl X regoing RESOLUTION was by the Oi1~ X hereof adopted by the COUNCIL of De Lima X August 7 1996 Domingo X , Osorio X /~ / :(/~---_ gay X /~-{ // ~ Smith X / nl I ~~ j ` 8 0 0 0 v ~ Reference C-1273/FC-277 COUNTY CLERK CHA & PRESIDING OFFICER RESOLUTION NO. 3~9 ~6 Contract No. HNA-96-CM(.a) STATE OF FIAWAII aGi2.EE~IENT FOR GRANTS. SUBSIDIES, AND PURCHASES OF SERVICE This Agreement effective the 23 day of ~Y lg 96 is entered into between the f~cecutive Office on Aging (hereinafter ~~rt w ~ er w~rwa. R~• ~. ~ an~~~ "AGEvCY"), State of Hawaii (hereinafter "STATE"), by iu Director (hereinafter "DIRECTOR"), and ~ ~vo~f ~ D 1;, KY anm~ough its (hereinafter "AWARDEE"), a ~~tY Government i~s.,'wgi ..r.r.~'~ ~..,,,. a....~, under the laws of the State of xawaii .whose business address and taxpayer identification number are as follows: coo Hawaii County Office of Aging, 101 Aupuni Street, Rn. 342, Hilo, Hawaii 96720 RECITALS A. Chapter 42D, Hawaii Revised Statutes, establishes standards for disbursing public funds to private organizations to fulfill specified public purposes. B. The AWARDEE has requested fundingfrom the State of Hawaii for the project or program described in Attachment 1 of this Agreement C. The STATE finds that the AWARDEE's performance as deuribed in Attachment 1 of this Agreement will fulfill the public purpose xt forth therein. D. The STATE desires to .convact with the AWARDEE to fulfill the specified public purpox, and the AWARDEE is agreeable to performing under this Agreement E. Money is available to fund this Agreement pursuant to: ~1~ Act 218, SLH 1995 or (2) ~+~yY.~ w ~r6J.r~n w or both, in the following amounts: State S 7, 500.00 Federal S -0' F. Pursuant to chapter 42D, Hawaii Revised Statutes, and Chapter 349 x. R. s. .the STATE is authorized to enter into this Agreement NOW, THEREFORE, in consideration of the promixs contained in this Agreement, the STATE and the AWARDEE agree as follows: 1. Stove of Performance. The AWARDEE shall perform, in a proper and satisfactory manner as determined by the STATE, the project or program described in Attachment 1, which is hereby made a part of this Agreement Form AGlAG5P5 (:911 IN WITNESS WHEREOF, the STATE and AWARDEE 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 ount Council Chairman RECOMMEND APPROVAL: ~~~2~ ~ l~ HAWAII C TY O OF AGING County Executive APPROVED AS TO FORM AND LEGALITY: Deputy Corporation Counsel County of Hawaii APPROVED AS TO FORM: Deputy Attorney General *Evidence of authority of the Contractor's representative to sign this Agreement for the Contractor must be attached. AwnRDEE'S .-~Cit.~OwZED~ ='NT State of ~ SS. County of ~ On this _, day of 19~ before me personally appeared tome personally known, who being by me duly sworn, did say chat he/she is the the AWARDEE named in the foregoing instrument, and that he/she is authorized to sign said instrument on behalf of the AWARDEE, and acknowledges that he/she executes said instrument as the free act and deed of the AWARDEE. Nowry Public, My commission expires: Form AG-1wG5P5 (2931 Attachment ] SCOPE OF PEKFOKMANCE For Case Management Demonstration Project The Awardee shall develop and test a case management evaluation tool with the funds received through this grant for the evaluation of the Hawaii County's case management program as described in the proposal submitted to the Executive Office on Aging. 7.'93 ~~' ;all Attachment TIME OF PERFORMANCE This agreement shall be in effect for the period beginning May 23, 1996 to and including June 30, 1997 unless this Agreement is sooner terminated as provided herein. Attachment 3 Pale I COMPENSATION AND PAYMENT SCHEDULE COMPENSATION Subject to continuing availability of funds, the STATE agrees to pay Awardee, for services satisfactorily performed under this Agreement, a sum no to exceed SEVEN THOUSAND. FIVE H DRED DO LARS (P7 500 001, which sum is allocated for the purposes of this Agreement as set forth in this attachment. Such payments shall include all of Awardee's services, materials, supplies, equipment, overhead, taxes, and other incidentals and operating expenses of Awardee for this Agreement. 2. METHOD OF PAYMENT (a) Payments to Awardee under this Agreement shall be made in accordance with and are subject to the following provisions: (1) The initial payment shall be made in advance upon submission by Awardee of invoice in triplicate to cover Awardee's estimated disbursement needs for the initial quarter. For each quarter thereafter payments shall be made on a reimbursement basis upon submission by Awardee of its actual disbursements. (2) The quarterly financial status reports and program performance reports shall be reviewed by the STATE for appropriateness and allowability of the reported expenditures. (3) If an amount of reported expenditures is determined by the STATE to be tnappropriate and unallowable, or if the STATE has reason to believe the Awardee is not providing the services, programs, and activities set forth in Attachment I of this Agreement, the STATE may deduct an equivalent amount of money from the next payable installment. Attachment 3 Page 2 (4) Any preliminary determination by the STATE of allowability of any reported expenditures shall be subject to subsequent verification and audit. If, after payment of the last installment or any other installment, verification and audit reveal expenditures that are inappropriate and unallowable, the STATE may require that an equivalent amount of moneys be refunded to the STATE, notwithstanding any preliminary determination of appropriateness and allowability. (b) All payments shall be made in accordance with and aze subject to Chapter 40, Hawau Revised Statutes, which specifics the accounting procedures and controls applicable to payments out of the Treasury of the State of Hawaii, and to availability of funds and allotment by the Director of Firtance in accordance with Chapter 37, Hawaii Revised Statutes. NDARDS OF CONDUCT DE .Rq -~ftachmeat s TIO N For the purposes of this dedantion: 'Controlling iateresr• means an interest in a business or other undertaking which is sufFident is (aa to control, whether the interest be greater or less than fifty per cent. 'Empbyee" means aay nominated, appointe4 or elected officer or empbyee of the State, iaduding members of boards, commissions, and committees, and employed under cootna [o the State or of a cosstitutioaal convention, but excluding legislators, delegatesto a constitutional convention, justices, and judges. Oa behalf of does declare, under penalty of perjury, as follows: AWARDEE, the undersigned 1. AWARDEE (isf !is a_,~ot~ a legislator or an empbyee o[ a business to which a legislator or as empbyee has a controlling interest.• Z. AWARDEE fie not been assisted or reprexnted by a legislator or empbyaa for a fee or other compensation to obtain this Agreement and will not be assisted or represented by a legislator or empbyee for a fee or other compensation in the performance of the Agreement. if the legislator or empbyee had been involved in the devebpment or award of the Agreement. 3. AWARDEE has not been assisted or reprexnted [or a fee or other wmpettsatioa in the award of thin Agreement by as AGENCY empbyee or, in the case of the Legislature, by a legislator. 4• AWARDEE bas not beets reprexnted or assisted personally on mattes related to the Agreement by a former empbyee o[ the AGENCY who, within the preceding two yeah, partidpated while is state ofGa or empbymeat os the matter with which the contract it directly cottcernad S. AWARDEE fine oot bees reprexnted or assisted on matters reL[ed to this Agreement. for a fee or other coasideratios by an individual who, within the past twelve mouths, has been as AGENCY empbyes, or is the care of the Legislature, a legislator, 6. AWARDEE hm not been reprexnted or assisted is the award of this Agreement for a fee or other coosideratioa by as individual who, a) within the past twelve months, xeved a as AGENCY empbyee or in the tax of We Legislature, a legislator, and b) participated while an etnpbyee or legislator oa tttattera related to this Agrsemeat AWARDEE understands that the Agreement to which thu document is attachedu voidable on behalf of the STATE if this Agtsetttsat was entered into is violation o[ aay ptwivon of chapter 84, Haavaii Revixd Statute; comatonly referrod to a the Cade of Ethics, including the provisions which are the source of the detdaratiom above Additionally, any tea eotttpeasatlos, gift, or profit received by aay person as a rdult of a violation of the Code of Ethia may be recovered by the STATE DA1FD: Honolnht, Hawaii, 19 AWARDEE [ts ~tle) 'Reminder to the AGENCY: If'is' is dttclaration 1 is circled, the AGENCY is required, wader s«tioa 8415, Hawaii Revised Statute, to fits with the State Ethia Cotnmissba, tea (10) days before the Agreement ~s catered into, a written justifieatioa as to why the Agreement was not required to be competitively bid. ~t~cbmeac 5 GENERAL CONDITIOTN~S POR GRAI!'YT, SUBSIDY. AND PURCHASE OF SERv[CE AGREEMENT'S 1. 4wardee's Oualifving Standards. a• Tae AWARDEE 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 the federal income tax. b. [f the AWARDEE is a nonprofit corporation. AWARDEE has a governing board whose members Gave no material cont7ict of interest and serve without compensation. c. The AWARDEE has bylaws or policies chat describe the manner in which business is conducted and policies that relate to nepotism and management of potential conflicts of interest d- The AWARDEE has at least one year's experience with the project or in the program area for which the award is made: or has been granted as excepdoo to this standard by the Director of Finance or the Administrative Director of the Courts. e. Tae AWARDEE is licensed and accredited in accordance with federal, state. or county requiremenu. 2. St tuto Co di 'ons a. The AWARDEE has agreed to and will during the term of this Agreement: (1) Employ or have under contract persons qualified to engage in the activity to be funded under this Agreement (2) If the AWARDEE 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 coatncton with public funds unless the increases are agreed to is this Agreement. (4) Comply with applicable federal and state laws prohibiting dixrimination against any person. (j)' Not use public funds for entertainmeatar perquisites. For the purpose of this Agreement, "perquisite" means a privilege furnished or a service rendered by the AWARDEE to an employee, officer, director, or member of the AWARDEE to reduce that individual's personal expenses, (6) Comply with any other requirement that the Director of Finance or the Administrative Director of the Courts may prexribe to ensure adherence by the AWARDEE to federal, state, and county laws. b. The AWARDEE shall allow the STATE, the Director of Finance or the Administrative Director of the Courts. the committees of the legislative bodies sad their staffs, sad the Legislative Auditor full access to records, reports" files, and other related documents so that the program, management, and fixal practices of the AWARDEE may be monitored and evaluated to assure the proper and effective expenditure of public funds. This right of access shall last as long as the records and other related daeumeab are retained. 3. Reporting and Recordkeeping Requirements. a. Wtthrn thrtty (30) days after the expiration of the time for performance, the AWARDEE shall submit to the STATE a Final Project Report in a forts satisfactory to she STATE, documenting its overall efforu toward meeting the requirements of this Agreement I Fars AGlAGSPS (:~93) Attachment 5 and listing expenditures actually incurred is the performance of this Agreement The AWARDEE shall return any unencumbered funds to the STATE. b. The AWARDEE shall, in accordance with generally accepted accauntiag practices, maintain fiscal records and supporting documents and related files, papers, receipet, reports, and other evidence that sufficiently and properly reflect all direct and indirect expenditures and management and fiscal practtces related to the AWARDEE's performance under this Agreement. The AWARDEE shall retain all records related to the AWARDEE's performance under this Agreement for at least three (3) years after the date of submission of the AWARDEE's Final Project Report 1• ~kt~na Policy The AWARDEE shall implement and maintain a written smoivng polity as required by chapter 328K Hawaii Revised Statutes. 5. Conflicts of interest The AWARDEE represents that neither the AWARDEE, nor nay employee or agent of the AWARDEE, presently has any interest, and promises that ao such interest, direct or indirect, shall be acquired, that would or might conflict in any manner or degree with the AWARDEE's performance under this Agreement 6. Compliance with Laws. The AWARDEE shall comply with all federal, state, sad county laws, ordinances, codes, rules, and regulations, as the same may be amended from time to time, that in any way affect the AWARDEE's performance under this Agreement 7. Indemnification and Defense The AWARDEE shall defend, indemnify, and hold harmless the State of Hawaii, the contracting agenry, sad their officer, employees, sad agents from and against all claims, damages, and costs, including attorneys' fees, arising out of or in connection with the acts or omissions of the AWARDEE under this Agreement The provisions of this pangnph shall remain in full force and effect notwithstanding the expintioa or early terminatiop of this Agreement 8. Insurance. The AWARDEE shall obtain, maintain, sad keep in force throughout the period of this Agreement liability insurance issued by an insurance company in a combined amount of at least ONE MILLION AND NO/ll]Q DOLLARS (51,000,000,00), or such other amount requested in writing by the AWARDEE and for good cause shown, approved by the DIRECTOR, on Attachment _, attached hereto and made a part of this Agreement, for bodily injury and property damage liability arising out of each occurrence, which insunace provides that it is the primary insurance for the State of Hawaii, the coatractin=agenry, sad their officers, employees. and agents for any liability arising out of or resulting from occurrences connected with the AWARDEE's perfomtance under this Agreement Prior to or upon execu lion of this Agreement, the AWARDEE shall obtain a certificate of iasunnce verifying the existence of the necessary liability insurance covenge. ineludini the eovenge of the State of Hawaii. and its officers, employees, and ageatr. The patties agree that the insurance polity shall be attached hereto as Attachment _ and be a part of this Agreement If the scheduled expindoa date of the liability insurance polity is earlier than the expiration date of the time for performance under this Agreement, the AWARDEE, upon renewal of the polity, shall promptly cause to be provided to the STATE an updated certificate of insurancs. The certificates of insurance shall expressly provide that the insurance polity shall not be cancelled unless the insurance company has first gives to the STATE thirty (30) calendar days' written notice of the intended cancellation. 2 Fars AG•~wGSPS ~: ~ A~chment S 9. Relationship of Parries: Independent Contractor Status and Respoasibilitiea, Includin Tax onstbilities. a. Ia the performance of this ,agreement, the AWARDEE is an "independent convactor," 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 STATE's opinwn. the AWARDEE is incompliance wtth this Agreement. b• The AWARDEE and the AWARDEE's employees and agents are not, by reason of this Agreement, agents or employees of the STATE for any purpose, and the AWARDEE, and the AWARDEE's employees and agents are not entitled to claim or receive from the STATE any vacation, sick leave, retirement, workers' compensanoo, unemployment insurance, or other benefiu provided to state employees, c. The AWARDEE shall be responsible for the aceurary, completeness, and adequary of its performance under this Agreement Furthermore, the AWARDEE inteadonally, voluntarily, and knowingly assumes the sole and entire liability to the AWARDEE's employees and agent3, and to any individual not a parry to this Agreement, for all loss, damage, or injury caused by the AWARDEE, or the AWARDEE's employees or agents in the course of their employment d• The AWARDEE shall be responsible for payment of all applicable federal, state, and county taxes and fees which may become due and owing by the AWARDEE by reason of this Agreement, including but not limited to (i) income cases, (ii) employment related fees, assessments, and taxes, and (iii) general excise taxes. The AWARDEE also is responsible for obtaining all licenses, pet7nits. and certificates that may be required is order to perform this Agreement e• The AWARDEE shall obta~n• a general excise tax license from the Department of Taxation, State of Hawaii, in accordance with section 237.9, Hawaii Revised Statutes, and shall comply with all requirements of that chapter. The AWARDEE shall 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, Hawaii Revised Statutes, and paragraph 10 of these General Conditiaoa, including, but not limited to, obtaining a general excise tsx license. f. The AWARDEE is responsible for securing all employee-related insurance coverage for the AWARDEE and the AWARDEE's employees and agents that is required by law; and for payment of all premiums, costs, and other liabilities associated with securing the insurance coverage. 10. Payment Procedures• Final Pa~~rtene Tax Clearan All payments under this Agreement shall be made only upon submission by AWARDEE of invoices specifying the amount due and certifying that it has completed performance in axardaace with the Agreement Such payments are subject to availability of foods and allotment by the Director of Finance in accordance with chapter 37, Hawaii Revised Statutes. Further, all payments shall be made in accordance with and subject to chapter 40, 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 clearance from the Dvector of Taxaton, State of Hawaii, showing that all delinquent taxes, if any, levied or aarued under state taw against the AWARDEE have been paid. 3 Fns AGY~GSPS (:93) Attachment 5 11. Federal Funds. If this Agreement is payable in whole or in pan froth federal funds, AWARDEE agrees that, as to the portion of the obligation under this Agreement to be payable out of federal funds, the AWARDEE agrees to be paid only from such federal funds received from the federal government and shall not be paid from nay other funds. l3. Publicity. The AWARDEE shall, in all news releases, public statements, announcements, broadcasts, posters, programs, and other printed or published materials relating to AWARDEE's performance under this Agreement acknowledge that the project, event, program, or activity is supported by the State of Hawaii and the contracting agenry through appropriations made by the Legislature of the State of Hawaii. 13. Confidentiality of Material a. All material given to or made available to the AWARDEE by virtue of this Agreement, which is identified as proprietary or confidential information, will be safeguarded by the AWARDEE and shall not be disclosed to any individual or orgaaizatioa without the prior written approval of the STATE. b. All information. data, or other material provided by tht AWARDEE to the STATE shall be subject to the Uniform Information Practices Act, ch. 92F, Hawaiii Revised Statutes 14. S bcontracts and Assignments. The AWARDEE shall not assign or subcontract nay of the AWARDEE's duties obligations, or interests under this Agreement without the prior written consent of the STATE. Additionally, ao assignment by the AWARDEE of the AWARDEE'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 is section 40.58, Hawaii Revised Statutes 15. Susaension and Termination otAgr ement a. The STATE reserves the right at any time and for any reason to suspend this Agreement for nay reasonable period, upon written notice to the AWARDEE. Upon receipt of said notice. the AWARDEE shall immediately comply with said notice and suspend all performance under this Agreement at the time sated. b. If, for nay cause. the AWARDEE breathe this Agreement by failing to satisfactorily fulfill is a timely or proper manner the AWARDEE's obligations under this Agreement or by failing to perform any of the promises, terms, or coodidow of this Agreement, and having bees given reasonable notice of and 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 AWARDEE of sttch termination at least seven (~ calendar days before the effective date of such termination. Furthermore. the STATE may terminate this Agreement without statement of cause at any time by giving written notice to the AWARDEE of such termination at least thirty (30) calendar days before the effective date of such termination. c. Upon termination of the Agreement, the AWARDEE, within thirty (30) days of the effective date of such termination, shall compile and submit in as orderly manner to the STATE as accounting of the work performed up to the date of termination. [n such event, the AWARDEE shall be paid for the actual cost of the services rendered if any, but in no event more than the total compensation payable to the AWARDEE under this Agreement ~ Fars AGlAG5P5 r: >> i Attachment 5 d. If this Agreement is terminated for cause, the AWARDEE shall not be relieved of liability to the STATE for damages sustained because of any breach by the ~'+WARDEE of this Agreement In such event the STATE may retain any amounts which may be due and owing to the AWARDEE until such time as the exact amount of damages due to the STATE from the AWARDEE has been determined. The STATE may also set off any damages so determined against the amounts retained. 16. Disputes. Yo dispute arising under this Agreement may be sued upon by the AWARDEE until after the AWARDEE'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 AWARDEE's written request whichever comes first While the DIRECTOR considers the AWARDEE's written request, the AWARDEE agrees to proceed diligently with the performance necessary to complete the Project unless otherwise instructed in writing by the DIRECTOR. 17• Seta-Remediea. The AWARDEE understands that in the event that it no longer meets all of the standards and conditions set forth in paragraphs 1 and 2 of these General Conditions, or in the event that AWARDEE fails to comply with any of the ocher requirements, provisions, or conditions set forth in this Agreement that the STATE may refuse to make further payments to AWARDEE under this Agreement AWARDEE further understands that pursuant to chapter 42D, Hawaii Revised Statutes, if it is found to have withheld or omitted any material facts or deliberately misrepresented nay facts to the STATE. it 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 a period of five (5) years aher the date of that finding. 18. Modifications of Ag ...,.... Any modification, alteration, amendment change, or exteastoa of any term, provision, or condition of this Agreement shall be made only by written amendment to this Agreement, signed by the AWARDEE and the STATE. 19. Notices. Any written notice required to be given by a party to this 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 AWARDEE at the AWARDEE's address as indicated in the Agreement A notice shall be deemed to have bees received three (3) days after mailing or at the time of actual receipt, whichever is earlier The AWARDEE is responsible for notifying the DIRECTOR in writing of any change of address. Z0. 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 A;reement 21. ~v !~¢j]LtiL. In the event that any provision of this Agreement is declared invalid or unenforceable by a court. such invalidity or uaeaforeeabiliry shall not affect the validity or enforceability of the remaining terms of this Agreement 22. Governin: Lew. 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. 5 Forte AGSAGSPS C ~ 1, 9/95 #2, #3 SPECIAL CONDITIONS 1. Reoortin¢ and Recordk Pr' R o ,ir nt Attachment 6 Page 1 a. In order 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 in the Area Agency on Aging Reporting Handbook, including Other reports which may be requested by the STATE subsequently. All quarterly reports are due within twenty (20) days after the last day of each calendar quarter during the period of this Agreement. All subcontractors entered 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 progress 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 annual financial report, an inventory of all facilities which received Older Americans Act funds for construction, acquisition, renovation or alteratioq and an inventory of all equipment costing $250.00 or more purchased with funds furnished under this Agreement. 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 of the last day of this Agreement. ]n addition, Contractor shall ensure that it is capable of furnishing any additional reports or information that the STATE may, 9/95 #2, #3 from time to time, require or request. Attachment 6 Page 2 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 Agreement 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 drrect and indirect expenditures, and management and fiscal practices related to the Contractor's and subcontractor's perforarance under this Agreement. Contractor 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 duly authorized representatives. e. 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 pertinem to this Agreemem and which are necessary to enable said agencies or persons to conduct survrys, audits, and examinations of Contractor's and its subcontractor's 9/95 #2, #3 Attachment 6 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 Contractor's compliance with these requirements. 2. STANDARDS OF CONDUCT DECLARATION, Attachment 4 shall not be applicable to Contractor if the Cornractor is a County agency or another State agency; provided that the provisions of Attachment 4 shall apply to the private recipient or subcontractor. The Contractor shall ensure that the provisions and limitations contained in Attachmertt 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 annually to ensure compliance with Chapter 42D, HILS, the public purpose, legislative intent of the grarrt 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 m~.+ra;n an annual written report for each grant, subsidy or purchase of service award which describes the progress, compliance and required coaective action by the subcontractor.