HomeMy WebLinkAboutC07-215 NWCCOGNORTHWEST COLORADO COUNCIL OF GOVERNMENTS ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT TITLE III PROGRAMS OF THE OLDER AMERICANS ACT CONTRACTING AGENCY Eagle County Health and Human Services CONTRACT # 2008-SFY-EagleHHS THIS AGREEMENT, entered into and effective this 1st day of July, 2007 by and between the NORTHWEST COLORADO COUNCIL OF GOVERNMENTS, ALPINE AREA AGENCY ON AGING (hereinafter called the "Council") and Eagle County Health and Human Services (hereinafter called the "Contractor"), is for the provision of Title III program services (including information and assistance and outreach), for Older Americans Act/Older Coloradans Act program eligible persons. WITNESSETH: WHEREAS, the ALPINE AREA AGENCY ON AGING, a division of the Northwest Colorado Council of Governments, is mandated under the provisions of the Older Americans Act to develop a comprehensive coordinated service delivery system to help older persons maintain themselves in their own homes with maximum independence, and, as such, is responsible for applying for and the administration of the funding received from the Federal Government and from the State of Colorado for aging services programs under Older Americans Act and/or State Funding for Senior Services; and WHEREAS, the Contractor was selected as an Older Americans Act program provider by the Alpine Area Agency on Aging Regional Advisory Council and the Council following a Request for Proposal process; and WHEREAS, the Council desires to engage the Contractor to render program services hereinafter described in connection with the undertaking which is expected to be financed through the State of Colorado either in part or fully through Title III; WHEREAS, the Contractor warrants that they have staff, knowledge, skills, and expertise for the proper and efficient provision of services to older adults and/or their caregivers and desires to perform said services pursuant to said Contract and its Attachments and Exhibits; NOW, THEREFORE, the parties hereto mutually agree as follows: A. Period of Performance. Council hereby agrees to purchase the provision of Title III program services (includes information and assistance and outreach) from Contractor for the twelve-month period . beginning July 1, 2007 and ending June 30, 2008. B. Contract Amount: Council hereby agrees to award Title III Part B and Part C funds under the Older Americans Act up, to but not exceeding a total of $42,540.00 (Dollars) to Contractor for the period of performance: Title III Part B: Title III Part C-1: Title III Part C-2: $13,280.00 for Transportation services; $28,714.00 for Congregate meal service; and, $ 546.00 for Home Delivered meals service This award of Title III monies is subject to the availability of funds to Council from the State of Colorado as per Item 8.0 FINANCIAL OBLIGATIONS of the Contract. C. Service Delivery: For the period of performance the Contractor will perform and carry out, in a satisfactory an proper manner, and agrees to provide, at a minimum, registered service- 13,104 units of Congregate meal service to 126 unduplicated registered clients; 864 units of Home Delivered meal service to 15 unduplicated registered clients. unregistered service- 11,000 units of Transportation to an aggregate count of 200 unduplicated persons; Outreach Efforts: Per Older Americans Act Sec. 306(a), AREA PLANS, Item (4)(13)(i) the area agency on aging shall ensure that outreach efforts are conducted throughout the planning and service area to identify older persons and to inform them of the availability of services. Contractor has set the specific objectives for providing services for providing services to older individuals with greatest economic need, low-income minority individuals, and older individuals residing in rural areas: 22 units of Outreach to an aggregate count of 125 unduplicated persons. Contractor understands that even though this award is made citing specific number of units of services, it is the expectation that, with this award, services will be provided to Older Americans Act and Older Coloradans Act eligible participants throughout the contract period. If the funds awarded should be used up prior to the end of the contract period, Contractor agrees to use its best efforts to continue to provide the program services to Older Americans Act and Older Coloradans Act eligible participants throughout the contract period. The units of service provided beyond those minimums noted above may be paid for through program income, and/or additional local cash and in-kind match. D. Federal Funds Contingency: This award and the payment of federal funds pursuant to this contract, whether in whole or in part, is subject to and contingent upon the continuing availability of Federal funds for the purposes hereof. In the event that said funds, or any part thereof, become unavailable, as determined by the State of Colorado, the Council may immediately terminate this contract or amend it accordingly. E. Local Match: The parties hereby agree that the local match contribution from the Contractor for the contract period of performance shall consist of local Cash and In -Kind Match contributions and shall be valued in the combined total sum of $142,513.00 (Dollars): Local Cash: $75,372.00 for Transportation service; $67,687.00 for Congregate meal service; $ 2,557.00 for Home Delivered meal service; and, $ -zero- for Outreach efforts. Local In -Kind: $-zero- for Transportation service; $-zero- for Congregate meal service; $-zero- for Home Delivered meal service; and, $ -zero- for Outreach efforts. Supplies, volunteer services, and other contributions shall be valued as described under Code of Federal Regulations 45 C.F.R. Part 74.50. Such valuation may include wages and fringe benefits. F. Program Income: Contractor identified for the period of performance projected program income in the amounts of $4,800 (Transportation), $19,572 (Congregate), and $-zero- (Home Delivered). Contractor's reports will correctly indicate for expenditures of Program Income when incurred and for Program Income when earned as per Section 10.320.1 of the Colorado Department of Human Services, Staff Manual Volume 10, effective April 1, 2005. Program Income shall also include interest earned on program income accounts, and shall be reported monthly. G. Contractor agrees that Older Americans Act funds, local cash match, and in-kind match will be spent equally throughout the contract period and in accordance with Federal, State, and Colorado Department of Human Services' Staff Manual Volume 10 Services for the Aging (12 CCR 2510-1) program and fiscal regulations. Specifically agreeing to abide by the dollar amounts as shown in the budget by program and cost categories. REFERENCES The Council, Contractor, and its agent(s) shall at all times during the contract period be bound by and strictly adhere to the following Federal and State laws, rules, and regulations as they currently and may hereafter be amended, which documents are incorporated herein to this contract Amendment by this reference: a. Federal Older Americans Act; http://www.access.qpo.gov/uscode/title42Zchapter35 html b. Code of Federal Regulation (CFR), Title 45 Public Welfare; http://www.hhs.ciov/ohrp/humansubiects/­ciuidance/45cfr46.htm c. Older Coloradans Act, Colorado Revised Statute 26-11-100.1 et seq.; http://www.cdhs.state.co.us:8008/CDHS/ruie display$ Calling DisplaySection?P VOL NUM=10&P SEC NUM=0800 d. Colorado Revised Statutes (CRS), Title 25 Health and Title 26 Human Services; http://www.state.co.us/gov dirLg dir/oils/HTML/colorado revised statutes htm e. Colorado Department of Human Services Staff Manual Volume 10 "Services for the Aging" 12 CCR 2510-1; www.ColoradoAging.com f. Administration on Aging Fiscal Guide Older Americans Act; g. Colorado Legal Assistance Policy and Procedures Manual; www.ColoradoAging.com h. Colorado LTC Ombudsman Program Policy and Procedures Manual; www.ColoradoAging.com i. Colorado Retail Food Establishment Rules and Regulations; http://www.cd phe.state.co. us/op/regs/consumer/101019retai[food. pdf j. Dietary Guidelines for Americans; http://www.health,gov/DietaryGuidelines/ k. Dietary Reference Intakes (DRIs); http://www.nal.usda.gov/fnic/etext/000105.htmi 1. State Unit on Aging Policy and Procedures Manual; www.ColoradoAging.com m. State Unit on Aging Policy Directives. www.ColoradoAging.com GENERAL PROVISIONS 1.0 FUNDS ACCOUNTABILITY The Council is accountable to the State for using funds obtained through its contract with the State Unit on Aging appropriately in the delivery of services for the elderly and other eligible consumers, and for complying with applicable state and federal laws, policies, audit requirements, contract requirements and State directives. Through this Contract, the Contractor is accountable to the Council and to the State Unit on Aging for using funds obtained through to contract appropriately in the delivery of services for the elderly and other eligible consumers. Failure to comply shall be grounds for termination of the contract with the Contractor. The Council may also refuse to contract with the Contractor that breaches its contract with the Council or fails to use or expend contract funds in accordance with applicable laws, policies, and State directives. 2.0 GENERAL REQUIREMENTS 2.1 Compliance with the Law. Contractor must comply with Federal, State, and local laws, rules, regulations, standards and contractual requirements applicable to providing the contracted service(s), including, but not limited to, compliance with non- discrimination and equal opportunity during the performance of this Contract. 2.2 Compliance with Service Standards. The Contractor agrees that the provision of program services will be carried out in accordance with program and fiscal regulations of the Older Americans Act (Title 42, Chapter 35 et al) and the Older Coloradoan's Act (C.R.S. title 26 Article 11). The Contractor agrees to comply with the applicable version of the Colorado Department of Human Services Staff Manual Volume 10 Services for the Aging (12 CCR 2510-1) program rules (hereinafter referred to in this document as "Volume 10"), and related policy guidance provided by the State Unit on Aging of the State of Colorado. The Contract shall also comply -with 1) clarifications or guidance issued by the United States Department of Health & Human Services; 2) the policies and procedures established for contracts and grants by the State; 3) the terms and conditions of the project application approved by the Northwest Colorado Council of Governments in making this award of funds; 4) and the requirements found at Code of Federal Regulations 45 CRF, Part 1321; 45 CRF Part 74; 45 CRF Part 92; and 45 CRF Part 95 and/or the applicable Office of Management and Budget (OMB) Circulars for awards to non-profit organizations and local governments. The Contractor agrees to incorporate any future changes in policies or conditions of the Council as they relate to funding awarded or services provided under this Contract. 2.3 Service Eligibility. Eligibility for services is controlled by laws and regulations relating to the Older Americans Act (OAA) and Older Coloradans Act (OCA). In general, persons 60 years of age or older are eligible for OAA/OCA services. Contractor must comply with eligibility criteria. A means test may not be utilized to determine eligibility for OAA/OCA services. Service may not be denied to a consumer, based on their willingness or ability to contribute toward the cost of the service. Contractor also agrees to incorporate any future changes in rules, regulations, standards or policy as published by the Council and/or the State Unit on Aging into their procedures as they relate to the services provided under this Contract. 4 3.0 EMPLOYMENT OF CONTRACTOR Nothing contained in this Contract is intended to, or shall be construed in any manner, as creating or establishing the relationship employer/ employee between the parties. Both parties recognize and agree that Eagle County Health and Human Services is an independent contractor for all purposes, both legal and practical, in performing services under this Contract, and that Eagle County Health and Human Services and its agents and employees are not agents or employees of Council for any purpose. The Council shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance, and Workers' Compensation Insurance as the Contractor is an independent contractor of Council. 4.0 SCOPE OF SERVICES The Contractor shall do, perform, and carry out, in a satisfactory and proper manner, as determined by the Council, those services as outlined in the proposal submitted by Contractor and which is attached hereto as Exhibits # 1 and # 2 and made a part hereof. 5.0 TERM OF CONTRACT The term of a contract is awarded for a 12 -month period that is based on the State Fiscal Year. July to June. The commencement date of the Contract shall be July 1, 2007 and shall be undertaken in such sequence to assure completion of all program services required hereunder by the Contract by the termination date of June 30, 2007. The Contractor understands that this award is made for the period and amounts stated in this Contract. This Contract in no way implies further funding. Any renewal of the provision of program services for subsequent fiscal year(s) by the Contractor is contingent upon the availability of funding, satisfactory performance of services, compliance with provisions of the awarded contract, and mutual agreement by both parties. Exercising a renewal contract for the provision of said program services by the Contractor would be done by the execution of an Option Letter between the parties. Any option to renew shall not exceed three (3) consecutive renewal contract terms. 6.0 COMPENSATION The Contractor agrees to provide services as identified in Exhibits # 1 and # 2 on a cost -incurred basis at the rate assumed by the Contractor without provision for profit or margin over the cost assumed. 6.1 The Council agrees to reimburse the Contractor for all eligible program service delivery- costs eliverycosts up to, but not exceeding, the combined total sum of Title III funds dollars identified in Contract Amount. 7.0 METHOD OF PAYMENT The Contractor agrees to request reimbursed payment at the end of each month from the Council for expenses incurred within that month by the 20`x' day of the next month of the calendar year during the term of the Contract. The Contractor shall report the expenditures, the number of clients served, the units of service provided, the actual project income earned, the actual project income expended, and (if applicable) expenditures of the Nutrition Services Incentive Program cash during the reporting period. It is expressly understood and agreed that in no event will the total compensation and reimbursement, if any, to be paid hereunder exceed the maximum amount of Title III dollars for all services rendered under this Contract. 8.0 FINANCIAL OBLIGATIONS It is agreed by both parties that should the Colorado State Legislature, Colorado Department of Human Services, U.S Department of Health and Human Services, or U.S. Department of Agriculture disapprove the Contract or refuse or fail to make these funds and other related federal and state funds available by appropriation, budget, approval, or otherwise made unavailable to provide the services specified in this Contract or any funding either in total or in part is not forthcoming to the Council, then this Contract shall be void and shall not be binding on any parties to the Contract as of such date. The Council and the Contractor are released from all liability whatsoever and will not be responsible for payment of any costs or expenses incurred in reliance upon this Contract beyond that amount which has been appropriated and made available to Council and neither party shall have any further liability hereunder. 9.0 CONFIDENTIALITY The Contractor shall protect the confidentiality of all records and other materials containing personally identifying information, including the consumer's individually identifiable health information, that are maintained in accordance with this contract. Except as provided bylaw, no infonnation in possession of the Contractor about any individual consumer shall be disclosed in a form including identifying information without the prior written consent of the person in interest. The Contractor shall advise its employees, volunteers or agents, if any, that they are subject to these confidentiality requirements and shall provide its employees, volunteers or agents, if any, with a copy or written explanation of these confidentiality requirements before access to confidential data is permitted. 10.0 CONFLICT OF INTEREST Conflict of Interest shall be defined as a direct official action on a matter in which the Contractor or its permitted sub -contractor or other interested party has the opportunity for substantial financial, contractual, or employment gain. During the term of this contract, the Contractor shall not engage in any business of personal activities or practices or maintain any relationships which conflict in anyway with the Contractor fully performing his/her obligations under this contract. Additionally, the Contractor acknowledges that, in contracting where there is the award of federal funds, even the appearance of a conflict of interest is harmful to the interests of the Council and the State of Colorado. Thus, the Contractor agrees to refrain from any practices, activities or relationships which could reasonably be considered to be in conflict with the Contractor's fully performing his/her obligations to the Council under the terms of this contract, without the prior written approval of the Council. In the event that the Contractor is uncertain whether the appearance of a conflict of interest may reasonably exist, the Contractor shall submit to the Council a full disclosure statement setting forth the relevant details for the Council's consideration and direction. Failure to promptly submit a disclosure statement or to follow the Council's direction in regard to the apparent conflict shall be grounds for termination of the contract. 11.0 STANDARDS OF CONDUCT The Council expects its employees to conduct themselves in a professional and businesslike manner at all times. This same level of professionalism is implied and also expected in our working and contractual relationships with outside partners. Contractor shall uphold and advance the integrity, honor, and dignity of their respective organization, the State Unit on Aging, and the Council by. a. using their knowledge and skill for the enhancement of services and coordinated systems through cooperation and collaboration; b. being honest and impartial, serving with fidelity, and acting in the best interest of everyone; c. demonstrating respect for all people; d. treating all partners, staff, volunteers, and agents in a civil and courteous manner, not only in public, but also in all written and oral communications; e. striving to increase the capabilities, competence, and prestige of the Region XII Planning and Service Area. Employees, volunteers, or agents of the Contractor or of the Council shall avoid any action which might result in or create the appearance of violating these standards of conduct. Violations of these standards will result in actions up to and including termination of the contract. 12.0 SUSPENSION OR TERMINATION 12.1 When conditions warrant it, the Council will suspend nutrition project operations (1) by notifying the recipient in writing, (2) by stating the reason, (3) by mentioning conditions of the suspension, and (4) by indicating the right of the Contractor to appeal this decision to the State Unit on Aging. 12.2 Termination of Contract for Cause: If, through any cause, the Contractor shall fail to fulfill in a timely and proper manner their obligations under this Contract, or if the Contractor shall violate any of the covenants, agreements or stipulations of the Contract, the Council shall thereupon have the right to terminate this Contract by giving written notice by Certified Mail, return receipt requested, to the Contractor of such termination, the reasons and conditions for such termination, and specifying the effective date thereof, at least thirty (30) calendar days prior to the effective date of termination. WA 12.3 Mutual Termination: Either party may terminate the Contract upon mutual consent setting forth in writing a notice of intent to terminate, the effective date and procedures. Termination of this Contract for reasons other than non-compliance shall be mailed by Certified Mail, return receipt requested, at least forty (40) calendar days prior to the requested effective date of termination 12.4 Termination By Contractor: The Contractor, by written notification setting forth the reasons and specifying the effective date, may terminate this Contract. The termination of this Contract shall not be effective until at least thirty (30) calendar days after the Contractor mails to the Council by Certified Mail, return receipt requested, a written notice of intent to terminate. Reasons for termination may include circumstances beyond the control of the Contractor. If the Contractor terminates a portion of the Contract, the Council, at its option, and if it determines the remaining portion would not accomplish the purposes of the Contract, may terminate the Contract in its entirety. 13.0 UNEARNED MONIES The Contractor understands that, if there is Federal/State cash unearned at the time the nutrition project is terminated, this amount must be returned to the Council, unless the Council otherwise stipulates. Conditions for earning Federal/State monies include: a. Expenditures of funds; and b. Matching Federal/State monies at the negotiated rate. c. Contributions (Program Income) All unexpended program income funds on hand at the date the Contract ends shall revert to the Council, unless the Contractor is awarded a purchase of services contract/renewal for nutrition program services for a succeeding contract period. ADMINISTRATIVE REQUIREMENTS 14.0 FINANCIAL MANAGEMENT 14.1 Accounting Standards: The Contractor agrees to adhere to generally accepted accounting principles and procedures, utilize adequate internal controls, and maintain necessary source documentation for all revenues received and costs incurred. This includes administering the program in conformance with OMB Circular A 102 "Grants and Cooperative Agreements with State and Local Governments" or OMB A 110 "Uniform Administrative Requirements for Grants and Agreements with institutions of Higher Education, Hospitals or Other Non-profit Organizations". Cost Principles shall be in conformance with OMB Circular A 122 "Cost Principles for Non -Profit Organizations" or OMB A-87 "Cost Principles for State and Local Governments" as applicable. 15.0 REIMBURSMENT METHOD Contractors must invoice the Council on the prescribed forms in accordance with the State directives at the end of each month for expenses incurred within that month by the 20`h day of the following month of the calendar year during the term of this contract term. Reporting of each month's service units provided and the number of clients served by the 20`h day of the following month of the calendar year is required to justify the payment or reimbursement of funds. It is expressly understood that no payment of requested reimbursed funds will be made without the verification of service delivery for Older Americans Act and State Funds for Senior Services. 16.0 RECOVERY OF IMPROPER PAYMENTS The Contractor shall notify the Council immediately if they believe they have received an overpayment or other erroneous or improper payment. The Contractor is required to refund any erroneous or improper payment within 90 days of written demand by the Council or the State Unit on Aging. 17.0 REPORTING PROVIDED BY CONTRACTOR 17.1 Performance Reports: The Contractor shall submit to the Council monthly client and service delivery data, due by the 20`h day of the next calendar month, containing information on the forms prescribed by the Council and in accordance with guidelines issued by the State of Colorado and the Administration on Aging for the Social Assessment Management Systems (SANS), throughout the term of this Contract and shall be in such complete form so that all pertinent information required is contained herein. State Funding for Senior Services performance data shall be reported separately from Title III performance data. The Council may withhold Contract payments should the Contractor fail to meet said requirements. 17.2 Financial Reports: The Contractor shall submit to the Council a monthly fiscal report, due by the 20`'' of the next calendar month, containing information in a form prescribed by the Council and in accordance with guidelines issued by the State of Colorado and the Administration on Aging, throughout the term of this Contract and shall be in such complete form so that all pertinent information required is contained herein. State Funding for Senior Services expenditures shall be reported separately from Title III fund expenditures. The Council may withhold Contract payments should the Contractor fail to meet said requirements. 17.3 Client Data: The Contractor shall submit monthly to the Council, by the 20`h day of the next calendar month, the Consumer Information Assessment Form (the form required by the State of Colorado for the Social Assessment Management Systems [SANS) for every eligible client that receives regi tered services through either the Older Americans Act or Older Coloradans Act demonstrating the client's eligibility for services and characteristics of the client. The Council may withhold Contract payments should the Contractor fail to meet said requirements. 17.4 Other Reports The Contractor agrees to submit other reports to Council as requested by the State or Administration on Aging. 17.5 Independent Audit Reports: This Contract is funded with Federal financial assistance funds. The Contractor is considered an independent contractor of Title III Federal financial assistance, subject to audit requirements under the Office of Management and Budget (OMB) Circular A 133 and Government Audit Standards regardless of the amount of Federal funding the Contractor receives. Single or program specific audits conducted shall be in compliance with the OMB Circular A 133 which establishes a uniform system of auditing states, local governments, and non-profit organizations. A copy of OMB Circular A 133 maybe found at the following website www.,A,hitehouse.gov/onib/circulars/al 33/al 331tral . One copy of each required separate independent audit of the Contractor (along with the one copy of a correction action plan addressing any compliance or management issues included in the audit) must be submitted to the Council within sixty (60) days of the completion of such audit. 18.0 RECORDS, AUDITS AND ASSESSMENTS 18.1 Records: The Contractor agrees to maintain and retain all records required by Staff Manual Volume 10 that are pertinent to the activities and provision of services to be funded under this Contract for the contract period. 18.2 Accounting Records: The Contractor agrees to maintain such documents and accounts, which identify adequately the source and application of funds for Contract activities, including the status of funds within the award, the disposition of all monies received, and the nature and amount of all charges claimed to be against such funds. Such documents and accounts shall be maintained for the retention period. 18.3 Retention Period: The Contractor until notified in writing by the Council that the records maybe destroyed shall retain all records and documentation association with the provision services under this Contract. At a minimum Older Americans Act and or State Funds for Senior Services programmatic and fiscal records, except those pertaining to the acquisition or construction of real property or equipment, shall be retained for at least four (4) years. 18.4 Audits and Inspections: Contractor understands that the Contract's fiscal affairs may be subject to audit. During the contract period, the retention period, and as long thereafter as the records are maintained, at anytime during normal business hours, as often as deemed necessary, the Colorado Department of Human Services, U.S. Department of Health and Human Services, the Comptroller General of the United States or any of their authorized representatives and the State shall have the right of access to any books, documents, papers, fiscal affairs or other records of the Contractor with respect to all matters covered by the Contract in order to make audit, examination, excerpts, and transcripts. Any deficiencies noted in audit reports must be fully cleared by the Contractor within thirty (30) days after receipt of notice by the Contractor. 10 Failure of the Contractor to comply with the above requirements will constitute a violation of this Contract and may result in the withholding of future payments. 18.5 On -Site Assessments: The Contractor understands that the Council is required to conduct periodic comprehensive program and financial on-site assessments of the activities conducted under this Contract and to monitor on an ongoing basis the performance standards of nutrition program services and to ensure that the funds made available by this Contract are expended in keeping with the purposes for which they were awarded. If costs are disallowed through audit or assessment, the proportion of Older Americans Act or State Funding for Senior Services funds disallowed must be returned to the Council or to the State. 19.0 PROGRAM INCOME All Program Income shall be reported monthly to the Council on the prescribed financial reporting form for that period: this includes program income earned and program income expended for the reporting period. 19.1 Contractor may use Program Income earned during the contract period for activities permitted under this Contract and shall reduce request for additional funds by the amount of any such project income balances on hand. 19.2 Carry-over (unexpended program income or "balance on hand") shall also be reported to the Council as required by the State Unit on Aging. Unexpended Program Income funds on hand at the date the Contract is terminated shall revert to the Council unless the Contractor is awarded a purchase of services contract for a succeeding contract period. 20.0 CHANGES No modification to this Contract shall be effective unless it is in writing and agreed to and executed by each of the parties. If there is any increase or decrease in the amount of Title III allocations received by the Council, which directly or indirectly affects Contractor's compensation, Council shall give written notice thereof to Contractor and said notice and the compensation paid thereunder shall become an amendment to the Contract. Contractor agrees to advise Council of needed changes to the delivery of services or financial changes as outlined in attached Exhibits # 1 and # 2 in writing and agrees to await approval from the Council prior to change implementation. 21.0 EQUIPMENT 21.1 Equipment purchased all or in part with funds under the Older Americans Act or State Funding for Senior Services is subject to the transfer and equipment management 11 regulations set forth respectively in Sections 74:136; 74:139; and 74:140 of the Code of Federal Regulations, Title 45 CRF Part 74. 21.2 The Contractor agrees to secure written approval from the Council before: a. The purchase of equipment made by the Contractor with Older Americans Act or State Funding for Senior Services funds. b. The transfer, sale, or disposal of any equipment or supplies purchased all or in part with funds under the Older Americans Act or State Funding for Senior Services. 22.0 SUB -CONTRACT The Contractor may subcontract for the delivery of program services during the contract period. The Council shall be notified in writing prior to any work or services covered by this Contract that will be sub -contracted and also indicate whether the sub -contractor is a non-profit or for- profit entity. Any proposed sub -contract or purchases of service sub -contract must have prior approval by the Council. If a sub -contractor is used, Contractor must monitor the execution of any sub -contract agreement it makes to assure compliance with all applicable Older Americans Act, Older Coloradans Act, and Staff Manual Volume 10 standards. It is also the responsibility of the Contractor to ensure its sub -contractor is informed of their obligations under this contract and of all pertinent federal, state, and local regulations relative to the program service(s). Contractor shall not enter into a sub -contract with a sub -contractor that fails to certify to the Contractor that the sub -contractor does not knowingly employ or contract with an illegal alien to perform work under a public sub -contract for services. 23.0 NON -ASSIGNABILITY It is understood and agreed that the Contractor shall have no right of assignment under this Contract. 24.0 OTHER TERMS AND CONDITIONS 24.1 Personnel: All of the program services required hereunder are to be performed by staff/volunteers of the Contractor. The Contractor shall be responsible for employing and directing such personnel and volunteers, as it requires, to perform the services purchased hereunder. The Contractor shall exercise complete authority over its personnel and volunteers, and shall be fully responsible for their actions. Such personnel and volunteers shall not be employees of the Council. 24.2 Qualifications: All of the program services required herein under will be performed by the Contractor or under their supervision, and all personnel and volunteers engaged in work shall be fully qualified and shall be authorized under State and local law to perform such services. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this public contract for services. 12 24.3 Nondiscrimination: Contractor agrees during the performance of this contract to comply with the letter and spirit of the Colorado Anti -Discrimination Act, CRS 24-34- 401 et seq., as amended, and all applicable local, state, and federal laws respecting discrimination and unfair employment practices. 24.4 Equal Employment Opportunity/Handicapped: The Contractor agrees to comply with Executive Order Number 11426 entitled "Equal Employment Opportunity" as supplemented in the U.S. Department of Labor Code of Federal Regulations Title 41 CFR Part 84 and to execute such provisions as are required. The Contractor will not discriminate in employment on the basis of handicap against any qualified handicapped person and agrees to take positive steps to employ and advance in employment qualified handicapped persons and to comply with the U.S. Department of Health and Human Service Code of Federal Regulations 45 C.F.R. part 84. 25.0 INSURANCE 25.1 Eagle County Health and Human Services as an independent contractor, acknowledges that it is not entitled to unemployment insurance benefits from Council, its elected officials, agents, or any program administered or funded by Council. Eagle County Health and Human Services shall be entitled to unemployment insurance only if unemployment compensation coverage is provided by Eagle County Health and Human Services, or some other entity that is not a party to this Contract. 25.2 Workers Compensation and/or Employer's Liability Insurance must be maintained in an approved company or companies for all of its employees involved in the performance of this Contract in accordance with applicable law and regulation. 25.3 General and Automobile liability insurances: The Contractor shall provide general liability insurance covering all operations under this Contract; and automobile liability insurance as required by the State of Colorado for all motor vehicles used in connection with the services purchased bythis Contract, whether owned, non -owned, or hired. Said liability shall be for the full contract period. 25.4 Contractor shall provide copies of the Certificates of Insurance of the foregoing insurances to Council within thirty (30) days from the date of the execution hereof demonstrating that the aforementioned insurance requirements have been met. 25.5 These policies may not be canceled, terminated, changed or modified during the contract period without thirty (30) days written notice to the Northwest Colorado Council of Governments. 26.0 LIABILITY: INDEMNIFICATION Contractor shall be solely responsible for all its acts and the acts of its agents, employees, volunteers, and permitted sub -contractors while engaged in the performance of the Contract work Contractor, personally and for all its hens, successors or assignees, covenants and agrees to indemnify and save harmless Council, absolutely and without limit, against all liability, claims, demands, suits, judgments, costs or expenses for injury to or death of any person or persons 13 (including employees, volunteers, or agents of Council or Contractor) and for damage to or loss of property asserted, made or recovered by any and all persons whomsoever on account of or resulting from the acts or omissions of Contractor, Contractor's agents, employees, volunteers, or permitted sub -contractors, during the performance of the work herein contracted for. Similarly Contractor agrees to indemnify Council for loss or damage to any of Council's property or equipment loaned or used in connection with the work or services to be performed under this Contract. 25.0 NOTICES For purposes of the written notices required to be provided, and any such additional written notices, all such notices be either sent by Certified U.S. Mail, return receipt requested, or hand - delivered to the parties at the following addresses: For the Council: Alpine Area Agency on Aging via Certified Mail: via Hand -Delivery Northwest Colorado Council of Governments PO Box 1208 Silverthorne, CO 80498 Northwest Colorado Council of Governments 249 Warren Avenue Silverthorne, CO 80498 For the Contractor: Eagle County Health and Human Services via Certified Mail: PO Box 660 Eagle, CO 81631-0660 via Hand -Delivery 551 Broadway Eagle, CO 81631-0660 NOW THEREFORE, with regard to this Contract the Council shall: a. Monitor and evaluate program performance; b. Perform program on-site evaluations, as required; C. Disburse funds in a timely manner, as available; d. Provide training, technical assistance, and services -related training to Contractors, as available; e. Be accountable for the dissemination and implementation of required policies and procedures to applicable subcontracted service providers within 60 days or within the timeframe as directed by the State Unit on Aging; and f. Work cooperatively with the Contractor to ensure that Older Americans Act, State Funds for Seniors Services and associated local match and local funds are used appropriately. 14 WHEREOF, the parties hereto have made and executed this Contract to be effective as of the 1s` day of July 2007. By: I:A NORTHWEST COLORADO COUNCIL OF GOVERNMENTS ALPINE AREA AGENCY ON AGING Director, NWCCOG Date: 5 156107 EAGLE COUNTY HEALTH AND HUMAN SERVICES ("CONTRACTOR") r Please Print Name of Contract Signer. Date: I � 15 ATTACHMENT A Purchase of Services Contract Agreement No. 2008-SFY-EagleHHS STATE OF COLORADO CERTIFICATION AND AFFIDAVIT REGARDING ILLEGAL ALIENS The CONTRACTOR, whose name and signature appear below, certifies and agrees as follows: ILLEGAL ALIENS — PUBLIC CONTRACTS FOR SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS. CRS 8-15.5-101 and 24-76.5-101. CONTRACTOR certifies that it shall comply with the provisions of CRD 8-17.5-101 et seq. CONTRACTOR shall not knowingly employ or contract with an illegal alien to perform work under the referenced purchase of services contract agreement or enter into a contract with a sub- contractor that fails to certify to CONTRACTOR that the sub -contractor shall not knowingly employ or contract with an illegal alien to perform work under the referenced purchase of services contract agreement. CONTRACTOR represents, warrants, and agrees that it has verified that it does not employ any illegal aliens. CONTRACTOR shall comply with all reasonable requests made in the course of an investigation under CRS 8-17.5-102 by the Colorado Department of Labor and Employment. Failure to comply with any requirement of this provision or CRS 8-17.5-101 et seq., shall be cause for termination for breach and CONTRACTOR shall be liable for actual and consequential damages. CONTRACTOR, if a natural person eighteen (18) years of age or older, hereby swears or affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, and (ii) shall comply with the provisions of CRS 24-76.5-101 et seq.. CERTIFIED and AGREED to this day of �� ��. , 20©1 CONTRACTOR: Eagle County Health and Human Services PO Box 660 Eagle, CO 81631 Federal Tax ID Number (EIN) Please Print Name of Signer JCQ°i -, Attachment A — Page 1 ATTACHMENT B Purchase of Services Contract Agreement No. 2008-SFY-EagleHHS TITLE C-1 AND C-2 NUTRITION PROGRAM FOR THE ELDERLY PROVISIONS The CONTRACTOR, whose name and signature appear below, agrees as follows: B-1.0 U.S. Department of Agriculture's Nutrition Services Incentive Program "As amended by the Older Americans Act (OAA) of 2000, the Nutrition Services Incentive Program is the new name for USDA's cash or commodity program (hereinafter referred to in this attachment as "NSIP"). Area agencies shall promptly and equitably disburse all NSIP cash payments to nutrition service providers that are funded with Older American Act funds. NSIP cash payments received by nutrition providers are to be used solely for the purchase of foods produced in the United States for their nutrition services programs." a. Use of Funds. CONTRACTOR agrees, when purchasing food products with U.S. Department of Agriculture's cash commodity NSIP funds for their nutrition project, to purchase only food products that are produced in the United States. b. Distribution of NSIP funds. The COUNCIL will disburse the payments to the CONTRACTOR as these funds are received. The distribution of such funds to the CONTRACTOR shall be in proportion to the number of NSIP eligible meals served by each contracted provider. The disbursement will be based on a percentage for each meal site. The percentage for each meal site will be a ratio of the meal site's total NSIP eligible meals divided into the total number of NSIP eligible meals in Region XII. B-2.0 Re 'stered Dietitian/nutritionist The COUNCIL, will obtain the services of a Registered Dietitian, or individual of comparable expertise, through employment, contract, or Memorandum of Understanding to provide during the contract period nutrition consultation to the Region XII nutrition project, to a. Approve menu nutrient content compliance; b. Provide and/or approve nutrition education materials used by CONTRACTOR; c. Provide nutrition counseling; and, d. Coordinate consultations and on-site visits between the registered dietitian or individual of comparable expertise, and the nutrition Project Director to: 1. Determine feasibility and appropriateness of modified diets and medical nutritional foods. 2. Monitor method of nutrient analysis. 3. Monitor referrals to internal and external nutrition resources. 4. Review food safety, food preparation, and sanitation monitoring. 5. Review food service operations training. CONTRACTOR agrees to collaborate with COUNCIL and Registered Dietician, or individual of comparable expertise, in the provision of these obtained services. B-3.0 Nutrition Proiect Reports The CONTRACTOR agrees to submit to Council specifically: a. A copy of the on-site inspection reports from the Colorado Department of Public Health and Environment Attachment B — Page 2 ATTACHMENT B b. Copies of any actions taken to correct any violations cited during the inspection within five (5) days of receipt by CONTRACTOR. B-4.0 Earnings and Expenditures of Part C-1 and Part C-2 Program Income a. All Program Income earned under Title III of the Older Americans Act awards for congregate meals and home delivered meals shall be accounted for by the additional costs alternative as described in Code of Federal Regulations 45 CRF Part 74.24 and shall be added to funds committed to the CONTRACTOR'S nutrition services project. b. All program income earned under Title III Part C-1 and Part C-2 shall only be used to enhance and increase the number of congregate or home delivered meals served by the CONTRACTOR'S nutrition services project. Any other purpose must receive written approval of the COUNCIL. c. All program income earned through Title III Part C-1 and Part C-2 shall be accounted for separately and deposited into a separate interest bearing account. If the CONTRACTOR has programs for services to both older persons under the Older Americans Act or Older Coloradans Act and other non -aging programs CONTRACTOR is prohibited from maintaining one interest-bearing account to serve all programs (per Volume X section 10.320.1 B.2.). d. Program income from Title III Part C-1 and Part C-2 collected by the CONTRACTOR during the last thirty (30) calendar days of the contract period shall be reported, but need not be expended if it cannot be effectively used in the contract period in which it was received. The program income may be carried over and expended in the CONTRACTOR'S subsequent contract period if the contract is renewed. e. When the CONTRACTOR's Title III C-1 or C-2 contract expires and is not renewed, or is suspended or terminated, any unexpended program income funds shall revert or be transferred to the COUNCIL and subsequently transferred to the successor nutrition provider. r� AGREED to this-) day of t,�q CONTRACTOR: Eagle County Health and Human Services Please Print Name of Signer ;_. y Attactunent B — Page 2 CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No State appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any State contract, the making of any State grant, the making or any State loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any State contract, grant, loan or cooperative agreement. (2) If any funds other than State appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this State contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form - LLL "Disclosure Form to Report Lobbying", in accordance with it instructions. (3) The undersigned shall require that the language of this certification be included in the award documents of all subawards at all tiers (including subcontracts, subgrants, and contract under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such -failure. Contractor (Agency) Authorized SigKature Title Date Please Print Name of Signer