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HomeMy WebLinkAbout15469 ORD - 04/09/1980AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE'A CONTRACT FOR SERVICES WITH THE COASTAL BEND COUNCIL OF GOVERNMENTS, AREA AGENCY ON AGING FOR THE ELDERLY NUTRITION PROGRAM AND OPERATION OF THE SENIOR CENTERS AND SOCIAL SERVICES PROGRAMS IN CORPUS CHRISTI, TEXAS, FOR A. TERM OF SEVEN MONTHS BEGINNING MARCH 1, 1980, AND ENDING SEPTEMBER 30, 1980, ALL AS MORE FULLY SET FORTH IN THE CONTRACT FOR SERVICES, A SUBSTANTIAL COPY OF WHICH IS ATTACHED HERETO, MARKED EXHIBIT "A" AND MADE A DART HEREOF; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager be and he is hereby authorized to execute a contract for services with the Coastal Bend Council of Governments, Area Agency on Aging for a term of seven months beginning March 1, 1980, and ending September 30, 1980, for the elderly nutrition program and operation of the senior centers and social service programs in Corpus Christi, Texas, all as more fully set forth in the contract, in substantially the form attached hereto, marked Exhibit "A", and made a part hereof. SECTION 2. The necessity to authorize execution of the aforesaid contract for services at the earliest practicable date in order that the nutri- tion program and the senior centers and social services program continue create a public emergency and imperative public necessity requiring the sus- pension of the Charter rule that no ordinance or resolution shall be passed 011111 finally on the date of its introduction but that such ordinance or resolution shall be read at three several meetings of the City Council, and the Mayor hav- ing declared such emergency and necessity to exist, and having requested the suspension of the Charter rule and that this ordinance be passed finally on the date of its introduction and take effect and be in full force and effect from and after its passage, IT IS ACCORDINGLY SO ORDAINED, this the day of April, 1980. ATTEST: A4.0_7 City Secretary MAYOR THE CITY OF RPUS CHRISTI, TEXAS APP ED: DAY OF APRIL, 1980: J. BRUCE AYCOCK, CITY ATTORNEY 15469 Corpus Christi, Texas 9 day of TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set .forth in the emergency clause of the foregoing ordinance, a public emergency and imperative necessity exist for the suspension of the Charter rule or requirement that no ordinance or resolution shall be passed finally on the date it is introduced, and that such ordinance or resolution shall be read at three meetings of the City Council; I, therefore, request that you suspend said Charter rule or requirement and passthis ordinance finally,on the date it is introduced, or at the present meeting of the City Council. Respectfully, • The Charter rule was Luther Jones Edward L. Sample Dr. Jack Best David Diaz Jack K. Dumphy Betty N. Turner Cliff Zarsky MAYO THE CI ' OF, CHRISTI, TEXAS suspended by the following vote: The above ordinance was pass : by the following vote: Luther Jones Edward L. Sample Dr. Jack Best David Diaz Jack K. Dumphy Betty N. Turner Cliff Zarsky 15469 • COASTAL BEND COUNCIL OF GOVERNMENTS AREA AGENCY ON AGING CONTRACT FOR SERVICES STATE OF TEXAS COUNTY OF NUECES The Governor's Committee on Aging and the Coastal Bend Council of Governments have agreed to amend the NOTIFICATION OF GRANT AWARD (herin- after referred to as "NGA" or "GRANT AGREEMENT") as initially executed by the parties effective March 1, 1980, for the performance of services to develop a comprehensive and coordinated service system for older persons for the period March 1, 1980 through March 31, 1980. By the execution of this contract, the Coastal Bend Council of Governments and contractor thereto hereby agree that, effective April 1, 1980, the NGA identified in the previous sentence shall be amended to read as follows: SECTION 1. PARTIES TO TUE. CONTRACT This contract and agreement is made and entered -into by and between the Coastal Bend Council of Governments, hereinafter referred to as the Area Agency on Aging,and_ hereinafter referredto as "Contractor." The parties hereto have sever- ally and collectively agreed, and by the execution hereof are bound to the mutual obligations and to the performance and accomplishment of the tasks hereinafter described. SECTION 2. CONTRACT PERIOD This contract shall commence on March 1, 1980 and shall terminate on September 30, 1980 SECTION 3. CONTRACTOR'S PERFORMANCE Contractor shall develop and operate a program for providing services to older persons pursuant to Older Americans Act of 1965, as amended, 42 U.S.C. Sec. 3001, et seq., hereinafter referred to as the "Act," in Planning and Service Area 20 to include the following areas in Texas: Contractor shall perform all activities in accordance with the terms of the Act, and regulations promulgated thereunder and•of Attachment A, the Governor's'.Committee on..Aging/the Area Agency on Aging's Budget, Attachment B, Area Plan, Attachment C, Contractor Budget, Attachment D, Contractor's Plan of Operation to this contract. SECTION 4. AREA AGENCY ON AGING FUNDING OBLIGATIONS A. Measure of Liability. In consideration. of full and. satisfactory performance of the activi- ties referred -in Section 3, the Area.Agency on Aging shall, be liable to Contractor for actual costs incurred by Contractor within the period of this contract for performances rendered hereunder subject to the limitations stated in paragraphs (1) through (7) below, and in Subsection D of this Section 4, and subject to Contractor furnish- ing its share of the costs incurred, as provided in Section 5 of this contract. 1. It is expressly understood and agreed by the parties hereto that the Area Agency on Aging's obligations under this Section are contingent upon the actual receipt of adequate State and/or federal funds to meet liabilities under this contract. If adequ- ate funds are not available to make payments under this contract, the Area Agency on Aging shall notify Contractor in writing with- in five working days after such fact has been determined, and will not be liable for failure to make payments to Contractor under this contract. Upon receipt of such notice, Contractor shall can- cel, withdraw or otherwise terminate any outstanding orders or subcontracts which relate to the performance of this contract and shall cease to incur costs thereunder. 2. The Area Agency on Aging shall not be liable to Contractor for costs incurred or performances rendered which are not strictly in accordance with the terms of this contract. 3. The Area Agency on Aging shall not be liable to Contractor for any costs of a type not specified by the budget categories de- lineated in Attachments A or C, Budget, of this contract, and shall not be liable to Contractor for any costs delineated by any budget category in Attachments A or C, Budget, which exceed the amount identified for that category in the column entitled "Fed- eral Share." For budget categories relating to personnel, all listed annual- salaries are for full-time employment unless speci- fically designated otherwise in Attachments A or C, Budget. Full- time employment shall mean the performance of duties by an em- ployee of Contractor under this contract for a full forty (40) hours within each week. With the prior written approval of the Area Agency on Aging, Contractor may employ part-time employees to fill budgeted full-time positions provided that the salary rates for such part-time employees are proportional to the annual salary rate for full-time employment. Compensation for personal services includes all remuneration, paid currently or accrued, for services rendered during the period of performance under the Contract agreement, including but not necessarily limited to wages, salaries, and supplemen- tary compensation and benefits. The costs of such compensation • are allowable to the extent that total compensation for indivi- dual employees: (1) is reasonable for the services rendered; (2) follows an appointment made in accordance with Contractor's procedures and which meets merit system or other requirements, where applicable; and, (3) is determined and supported as pro- vided below. Compensation for employees engaged in contract assisted activities will be considered reasonable to the extent that it is consistent with that paid for similar work in other activities of the Contractor. In cases where the kinds of em- ployees required for the contract assisted activities are not found in the other activities of the Contractor, compensation will be considered reasonable to the extent that it is compar- able to that paid for -similar work in the labor market in which Contractor competes for the kind of employees involved. Com- pensation surveys providing data representative of the labor market involved will be an acceptable basis for -evaluating rea- sonableness. Amounts charged to contract programs for personal services, re- gardless of whether treated as direct or indirect costs, will be based on payrolls documented and approved in accordance with generally accepted practice of the Contractor-. Payrolls must be supported by time and attendance orequivalentrecords for indi- vidual employees. Salaries and.wages of employees chargeable:to more than one contract program or other cost objective will be supported by appropriate time distribution records. Cost identified under a. and b. below are allowable to the ex- tent that total compensation for employees is reasonable as de- fined above. a. Employee benefits in the form of regular compensation paid to employees during periods of authorized absences from the job, such as for annual leave, sick leave, court leave, .military leave, and the'-.like,..if_they are provided pursuant to an established leave system applicable to all Contractor's employees generally, and the cost thereof is equitable al- located to all related activities, including contract pro- grams. b. Employee benefits in the form of employer's contribution or expenses for social security, employees' life and health insurance plans, unemployment insurance coverage, workmen's compensation insurance, pension under established plans for Contractor's employees generally, and are distributed equit- ably to contract programs and to other activities. 4. The Area Agency on Aging shall not be liable for any costs or portion thereof which: a. has been paid or is subject to payment to Contractor by any source other than the Area Agency on Aging or Contractor; or b. has been reimbursed to Contractor or is subject to reim- bursement to Contractor by any source_other than the Area Agency on Aging or Contractor. 5. The Area Agency on Aging shall not be liable to Contractor for any costa which are not allowable costs as specified in Section 7 of this contract. 6. The Area Agency on Aging shall not be liable for any coats in- curred by Contractor'in the performance of this contract which have not been billed to the Area Agency on Aging within 90 days following termination of this contract, exceptthat costs not previously billed which are finally determined by an audit per- formed pursuant to Section 34 of this contract to be allowable without regard to this sentence shall constitute a liability of the Area Agency onAgingonly to the extent necessary to offset cost disallowed by such audit or audits. 7. Notwithstanding any other provision of this Section 4, if in any quarter Contractor fails to provide at least meals, (which number equals 90% of the number of meals allocated to Contractor upon which Contractor's budget allocation for meals,. and related nutritional services was based) and such number of meals when added to the. number of meals provided' in all previous quarters fails to exceed the number computed by multiplying the number of complete quarters expired from the beginning of this grant by - , the Area Agency on Aging shall not be lia- ble in that quarter for an amount for nutrition services which exceeds an amount computed by multiplying the number of meals - which were actually served by Contractor in accordance with the terms of Section 63 of this contract in that quarter by $ 1.91 , which is the amount determined to be the average cost of pro- viding one meal and related nutritional services. to an eligible person. Nothing herein shall limit the authority of Contractor to provide a number of meals in any quarter in excess of the number specified in this paragraph, nor shall any provision of this Subsection A (7) be construed so. as to prevent Contractor from counting amounts paid by Contractor (but not representing the Area Agency on Aging liabilities by virtue of operation of this Subsection.A(7)) toward Contractor's Match in accordance with Section 5 of this grant. B. Method of Payment 1. If requested in writing by Contractor, the Area Agency on Aging shall, within a reasonable time after the execution of this con- tract, pay to Contractor against the Area Agency on Aging's lia- bilities accrued or to be accrued in accordance with Subsection A of this Section, an initial amount not to exceed an amount de- termined by dividing the maximum monetary obligation of the Area Agency on Aging as set forth in Subsection D of this Section by the number of months included under the terms of this contract as set forth in Section 2. 2. Contractor shall submit, by the tenth (10th) day of the month following the calendar month in which costs were:incurred and for which payment is sought, a requisition for payment in a form specified by the Area Agency on Aging. Such requisition for pay- ment shall reflect total actual costs incurred by Contractor un- der this contract for the billing period, the amount of such costs to be covered by Contractor's match (as specified in Sec- tion 5 of this grant); and, the amount of such costs for which Contractor seeks payment from the Area Agency on Aging. Upon receipt of the approval by the Area Agency on Aging of each re - requisition for payment, the Area Agency on Aging shall pay, sub- ject to the limitations provided subsequently by this Subsection B, an amount equal to the Area Agency on Aging's liabilities as measured by Subsection A of this Section 4 which have not been previously billed to and paid by the Area Agency on Aging; except that, in the event that the Area Agency on Aging has made an in- itial payment pursuant to Paragraph 1 of this Subsection B, the Area Agency on Aging may disregard such payment in computing amounts owed to Contractor by the Area Agency on Aging pursuant to this Subsection B. 3. Notwithstanding the provision of Paragraph 1 of this Subsection B, it is expressly understood and agreed by the parties hereto that if Contractor fails to submit to the Area Agency on Aging in a timely and satisfactory manner any report specifically re- quired by this contract or any report necessitated by any feder- al reports required of the Area Agency on Aging, the Area Agency on Aging may, at its sole option and in its sole, discretion, with- hold any or all payments otherwise due and owing Contractor here- under. If the Area. Agency on Aging withholds such payments, it shall notify Contractor in writing of its decision and the rea- sons therefor. Payments withheld pursuant to this Paragraph may be held by the Area Agency on Aging until such time as the de- linquent obligations for which funds are withheld are fulfilled by Contractor. 4. Notwithstanding -any other provision of this contract, it is ex- pressly understood and agreed by the parties hereto that the Area Agency on Aging may, at its sole option and in its sole dis- cretion, offset any amounts withheld or otherwise owing to Con- tractor from the Area Agency on Aging arising from this or any other contract between the Area Agency on Aging and Contractor. Prior to the Area Agency on Aging's exercise of offset authority hereunder, the Area Agency on Aging shall provide Contractor in- formation concerning its decision to offset,. and an opportunity to present additional information it may possess relevant to the Area Agency on Aging's decision. 5. It is expressly understood and agreed by the parties hereto that day right or remedy provided for in this Subsection B or in any other provisions of this contract shall not preclude the exer- cise of any other right or remedy under -this contract or under any provision of law, nor shall any action taken in the exer- cise of any right or remedy be deemed a waiver of any other rights or remedies. Failure to exercise any right or remedy hereunder shall not constitute a waiver of the right to exer- cise that or any other right or remedy at any time. C. Excess Payments Contractor shall refund to the Area Agency on Aging any sum of money which has been paid by the Area Agency on Aging which the Area Agency. on Aging determines, (1) has resulted in overpayment to Contractor, or (2) has not been spent strictly in accordance with the terms of this'contract, within thirty (30) days after the refund is requested by the Area Agency on Aging. The Request for Refund shall include a computation of the amount of funds. which have been paid by Contractor to the Area Agency on Aging, the amount of the Area Agency on Aging's punitive liabilities under this contract, and the difference between these amounts. D. Limit of Liability. Notwithstanding any other provision of this contract, the total of all payments and other obligations made or incurred by the" Area Agency on Aging hereunder shall not exceed the sum. of SECTION 5. CONTRACTOR'S MATCH A. Contractor shall be liable for bearing a shareof the allowable costs incurred and providing other resources utilized for per- formances under this contract. Such share 'required of Contractor shall be referred to herein as Contractor's Match, or Match. Such Match may consist of in-kind contributions or cash applied for allowable costs, as that term is defined in Section 7 of this contract, incurred by Contractor under this contract. Contract- or's Match under this contract shall be not less than the amount identified for each program category in Attachment C, Budget, in the column entitled "Non -Federal." B. Notwithstanding any other provision of this contract: for costs incurred'for the provision of social services and nu- trition services as part of a comprehensive and coordinated sys- tem in Contractor service area, Contractor's Match shall be not less than ten percent (102). C. Amounts may be counted toward Match only if they are costs for resources of a type specified by the budget categories delineat- ed in Attachments A and C, Budget, of this contract. D. In-kind contributions, hereinafter referred to as contributions, means property or services provided to contractor by non-federal third parties without charge to Contractor or the Area Agency on Aging which are: 1. identifiable from Contractor's records to performances required under this contract; 2. are necessary and reasonable for proper and efficient accom- plishment of performances required under this contract; 3. are not included as contributions for any other state or feder- ally assisted program; and 4. would, if Contractor were to pay for. them, be, an allowable direct cost under -the provisions of this contract. E. The basis for determining the charges for all in-kind Match shall be adequately documented. The Area Agency on Aging shall have access to and the right to examine all such documentation. Valua- tion of contributions shall be determined in accordance with the following provisions: 1. Rates for volunteer services shall be consistent with those ordi- narily paid for similar work in Contractor's organization. If" Contractor does not have employees performing similar work, rates shall be consistent with wage rates for similar work in Contrac- tor's labor market. A reasonable amount of fringe benefits may be included in the valuation. 2. If the contribution consists of land, buildings, or tangible per- sonal property having a useful life of more than one year and a unit acquisition cost of $300.00 or more, and title passes to Contractor, the market value of the equipment and buildings at the time of donation, and the fair rental rate of the donated land may be counted toward Match provided that prior written approval of the Area Agency on Aging is obtained-. If the Area Agency on Aging's approval is not obtained, valuation shall be in accor- dancewith the provisions of 45 C.F.R. 74.56(b) (2). 3. Contribution of the use of equipment or space where title remains in donor shall be valued at the fair rental rate of the equip- ment or space. 4. Supplies and all other in-kind contributions shall be valued at fair market value of the supplies at the time of donation. F. Contractor's Match Requirement may not be met by coats borne by another State grant or contract or, except as provided by feder- al statute, by another federal grant or contract. For the pur- poses of this subsection, general revenue sharing funds under 31 U.S.C. Section 1221 are not considered a federal grant. Funds provided to regional planning commissions pursuant to the pro- visions of Section 6 of Texas Rev.Civ.Stat.Ann. art 1011m are not considered.a state grant or contract for the purposes of this sub- section. Costs or the value of third party contributions counted toward Contractor's Match requirement shall not be counted toward satisfying a cost sharing or matching requirement of another fed- eral grant or grant. G. If at any -time during the contract period the ratio of total ac- tual expenditures out of the Area Agency on Aging's share to the total actual expenditures made out of Contractor's share is great- er than. the ratio of the Area Agency on Aging's total share to Contractor's total share as specified in Attachment C then the Area Agency on.Aging may suspend further payments under this con- tract until such disproportion is corrected. Only those contri- butions made by Contractor in compliance with each line item stated in Attachment C shall be added to Contractor total share in making the above computation. H. No amounts shall be- applied toward Contractor's Match which do not represent costs incurred or contributions for performances rendered strictly in accordance with all the terms of this con- tract. I. Notwithstanding any other provision of this Section, Contractor may expend an amount greater than that designated in this Sec-. tion.as Contractor's Match on purposes or performances allowable under this contract. SECTION 6. PROGRAM INCOME A. Program income means the income earned by Contractor from acti- vities part or all of the cost of which is either borne as a di- rect cost by the Area Agency on Agingorcounted as an allowable cost toward meeting Contractor's Match requirement. It includes but is not limited to such income in the form of fees for ser- vices performed during the contract period, proceeds from the sale of property, usage or rental fees and patent or copyright royalties. B. Records of the receipt, accrual, and. disposition of program in- come must be maintained.by Contractor -in the same, manner as re- quired for other contract funds, and reported to the Area Agency on Aging monthly and at the expiration of the contract, in a for- mat to be prescribed by the Area Agency on Aging. C. Income earned during the term of this contract shall be retained by the Contractor and may be utilized by Contractor without prior approval for current allowable costs incurred for perfor- mances specified by this contract. If this alternative is used, costs borne by income may not count toward satisfying Contrac- tor's Match requirement, and the maximum percentage of the Area Agency on Aging participation will be applied to the net amount determined by deducting income from total allowablecostsand contributions. Program income may also be utilized to meet Con- tractors cost-sharing requirements. Use for cost-sharing re- quirements shall be for current costs, unless the Area Agency on Aging authorizes deferral to a later period. D. Income earned by Contractor from participant contributions for nutrition services shall be used in a manner which will increase the number of meals served by the nutrition project involved. Use of participant contributions to increase the number of meals ser- ved will be adequately documented. SECTION 7. ALLOWABLE COSTS A. The allowability of costs incurred for performances under this contract, whether such costs are billed to the Area Agency on Aging or are counted toward Contractor's Match, shall be deter- mined in accordance with the provisions of 45 C.F.R. Part 74, Subpart Q, and the applicable appendices to Part 74. B. Whenever the provisions of 45 C.F.R. 74, or its appendices, pro- vide that a cost is allowable only when authorized in writing, the Area Agency on Aging's prior written approval is required in order for the cost to be allowable. Approval of Contractor bud get, Attachment C, shall constitute prior written approval of these items only if detailed budget justification supporting the purpose, necessity and reasonableness of such cost, in a format specified by the Area Agenny'on Aging, is included -as part of such budget. • SECTION 8. TRAVEL A. Costs for travel.within the State of Texas are allowable for ex- penses for transportation, lodging, subsistence and related items incurred by Contractor's employees who are in a travel status on authorized official business necessary to the contract program or training or programmatic evaluation activities authorized by Con- tractor. Reimbursement for official travel shall be consistent with that normally allowed in like circumstances in the non - federally sponsored activities of Contractor. Current establish- ed travel rates of the Contractor, as approved by Contractor's governing body, shall prevail. The difference in cost between the first-class air accommodations and less -than -first-class air accommodations is unallowable except when less than first-class air accommodations are not reasonably available. In no event shall the aggregate of all payments from the Area Agency on Aging. for travel exceed the amount specified for travel in Attachment A & C of this contract. B. Contractor must have prior written approval of the Area Agency on Aging before it may use funds under this contract to pay for travel and per diem for out -of -State travel. The Area Agency on Aging shall send to Contractor notice of its approval or dis- approval of requests for. out -of -State travel within ten (10) working days following the Area Agency on Aging's receipt of such requests. Where Contractor has not received the Area Agency on Aging's notification of approval or disapproval of such travel re- quest within fifteen (15) working days following the Area Agency on Aging's receipt of such request, it shall be deemed approved. by the Area Agency on Aging. Approval of Contractor's budget does not in itself constitute prior written approval. SECTION 9. LEGAL AUTHORITY A. Each party hereto assures and guarantees that it possesses the.- legal authority pursuant to any proper, appropriate, and offi- cial motion, resolution, or action passed or taken giving it le- gal authority to enter into this contract, receive or expend the funds authorized by this contract and to perform the services that it has obligated itself to perform under -this contract. B. The person or persons signing and executing this contract on be- half of either Contractor or the Area Agency on Aging, or repre- senting themselves as signing and executing this contract an be- half of either party, do hereby warrant and guarantee that he or they have been --•duly authorized by such party to execute this con- tract on behalf of such party and validly and legally to bind it to all the terms, performances, and provisions herein set forth. C. Either party to this contract shall have the right, at its option, either temporarily to suspend or permanently terminate this con- tract, if there is a dispute as to the legal authority of either party or the person signing the contract for either party to en- ter into this contract. Contractor is liable to the Area Agency on Aging for any money it has received from the Area Agency on Aging for performance of the provisions of the contract, if the Area Agency on Aging has suspended or terminated this contract for the reasons enumerated in this Section. SECTION 10. REPORTING REQUIREMENTS A. Contractor shall maintain fiscal records and supporting documents for all expenditures of funds under this contract in a manner which conforms with reasonable requirements of the Area Agency on Aging and with generally accepted accounting procedures. (Contractor shall include the substance of this provision in all subcontracts.) B. Contractor shall submit to the Area Agency on Aging a quarterly program performance report covering all activities of Contrac- tor under this contract. The quarterly report- shall be submitted on a format which will be provided by the Area Agency on Aging, and shall be received by the Area Agency on Aging no later than the tenth (10) day following the calendar quarter covered by the report. C. If Contractor is using funds under this contract for the provi- sion of nutrition services, Contractor shall submit to the Area Agency on Aging: 1. Monthly Nutrition Reports in a form. which will be specified by the Area Agency on Aging. Such reports shall include information concerning congregate meal sites, number of meals served, number and characteristics of persons served, nutrition staff and USDA donated food. The reports shall be received by the Area Agency an Aging no later than the tenth (10th) day following the calen- dar month covered by the report. 2. A quarterly Nutrition Management guide, on a form specified by the Area Agency on Aging, which shall include information on total meals served, meal costs, and other program costs. Such report shall be received by the Area Agency on Aging no later than the tenth (lOth).day following the calendar quarter covered by the report. 3. A monthly USDA Donated Foods Report reflecting monthly beg ening and ending inventory, units received and units used of USDA do- nated food. The report shall be received by the Area Agency on Aging no later than the tenth (10th) day following the calendar month covered by the report. D. Contractor shall submit such other reports on. the operation and performance of this contract as may -be required by the Area Agen- cy on Aging, including reports relating financial information to performance or productivity data and unit cost information. The Area Agency on Aging may use any reports submitted by Contractor to measure accomplishments- in achieving objectives stated in this contract. SECTION 11. RETENTION OF RECORDS Contractor agrees to retain all books, documents, reports, accounting procedures, and other records, pertaining to the operation of programs and expenditures of funds under this contract for three (3) years from the date of final payment under this contract unless a different period is expressly specified elsewhere in this contract. Records shall be re- tained beyond this date if audit findings or other litigation or disputes have not been resolved. Contractor shall include the substance of this provision in all subcontracts. SECTION 12. ACCESS TO RECORDS Contractor shall give. the United States Department of Health, Educa- tion and Welfare, the United States Comptroller General, the Governor's Committee on Aging and the Area Agency on Aging through their authorized representatives, access to and the right to examine all records, books, documents, papers, or other records relating to this contract. Such rights to access shall not be limited to the required period for records retention specified in Section 11 of this contract, but shall continue as long as the records are retained. Contractor shall include the substance of this provision in all subcontracts. SECTION 13. INDEPENDENT CONTRACTOR It is expressly understood and agreed• by both parties hereto that the Area Agency on Aging is contracting with Contractor as an Independent Con- tractor and that Contractor, as such, agrees to hold the Area Agency on Aging harmless and to idemnify it against any and all claims, demands, and causes of action of every kind and character which -may be asserted by any third party occurring or -in any way incident to, arising out of, or in connection with, the services to be performed -by Contractor under this contract. This idemnification shall be of no force and effect if the claim, de- mand, or cause of action arose because of some act, either of commission or omission, of the Area Agency on Aging. SECTION 14. INSPECTION OF PREMISES The Area Agency on Aging, or the Governor's Committee on Aging or the United States Department of Health, Education and Welfare, through any authorized representatives, has the right during normal working hours to inspect or otherwise evaluate the work performed or being performed. Con- tractor shallinclude the substance of this provision in all subcontracts. SECTION 15. PROCUREMENT STANDARDS A. Contractor shall. establish procedures for the procurement of sup- plies, equipment, construction, and other services whose cost is in whole or -in part a direct cost under this contract. Such pro- cedures shall comply with all applicable provisions of 45 C.F.R. Part 74, Subpart P. B. Contractor shall maintain a code of conduct to govern the per- formance of its officers, employees, or agents engaged in the awarding and admin;Atration of subcontracts under this contract. Such code shall contain appropriate disciplinary actions to be applied for violations of the code. Such code shall include pro- visions prohibiting the solicitation or acceptance of gratuities, favors, or anything of monetary value from contractors or poten- tial contractors. SECTION 16. NEPOTISM No officer, employee, or member of the governing board of Contractor shall. appoint,- or vote for, or confirm the appointment to any office, position, clerkship, employment, or duty, of any person related with the second (2nd) degree by affinity or within the third (3rd) degree by consan- guinity to the person so appointed or so voting, when the salary, fees, or compensation of such appointee is to be paid for, directly or indir- ectly, out of or from funds provided under this contract; provided, that nothing herein contained, nor in any other nepotism law contained in any charter or ordinance of any municipal corporation of this State shall prevent the appointment, voting for, or confirmation of any person who shall have been continuously employed in any such office, position, clerk- ship, employment, or duty for a period of two the election or appointment of the officer or voting for, or confirming appointment, or the pointment of the officer or member related to the prohibited degree. SECTION 17. SECTARIAN ACTIVITY None of the performances -rendered hereunder shall portion of the funds received by Contractor hereunder any sectarian or religious activity. SECTION 18. POLITICAL ACTIVITY No portion of the funds received by Contractor hereunder shall be used for any activity undertaken to influence the passage or defeat of any legislative measure, or to influence the outcome of any election. SECTION 19. CONFLICT OF INTEREST A. Contractor covenants that neither it nor any member of its Govern- ing Body presently has any financial interest or shall acquire. any financial interest, direct or indirect, which would conflict in any manner or degree.with the performance of services required to be performed under this contract. Contractor further covenants that in the performance of this contract no person having such interest shall be_employed or appointed as a member of its govern- ing body. (2) years prior to member appointing, election or ap- such employee in involve, and no shall be used for, B. Contractor shall assure that no member of its governing body, em- ployee, or agent shall participate in the selection, award, or administration of a subcontract under this contract where any of the following has a personal financial interest in the contract. 1. the employee, officer, or agent; 2. any member -of his or her immediate family, as that term is de- fined in Section 16 of this contract 3. his or her partner; or 4. an organization in which any of the above is an officer, director, or employee. C. No officer, member, or employee of the Area Agency on Aging, and no member of its governing body, and no other public official of the governing body of the State or locality or localities in which the contract is being carried out who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this contract shall: 1. participate in any decision relating to this contract which af- fects his personal interest or the interest of any corporation, partnership, or association in which he has a direct or indirect personal interest; 2. have any interest, direct or indirect, in this contract or the proceeds thereof. Nothing in this Subsection C (2) shall pro- hibit public officials.of units of local government from serving on Contractor's governing body, or on the Advisory Council es- tablished pursuant to Section 39, notwithstanding the fact that such unit of local government is receiving or may receive funds for the provision of services under the termsof this contract. SECTION 20. PURCHASE AND MAINTENANCE OF PROPERTY A. Contractor shall not purchase, transfer, or -dispose of any real property or non -expendable personal property under this contract except in accordance with regulations promulgated by the U. S: Department of Health, Education and Welfare for the Administra- tion of Grants which are codified at 45 C.F.R. Part 74, Subpart 0. B. Contractor shall maintain property records of all non -expendable personal property acquired under this contract, which shall in- clude a description of the property, identification.number, date of acquisition, cost, location, and/or disposition of property. Contractor shall, as part of the closeout package.which Contrac- tor shall complete after termination of this contract, perform a physical inventory of non -expendable personal property to verify the existence, location, current utilization, and continued need for the property, and shall forward such inventory to -the Area Agency on Aging. C. Contractor shall establish a property control system to ensure adequate safeguards to prevent loss, damage,or theft of proper- ty acquired under this grant. Any loss, damage, or theft of such property shall be reported to the Area Agency on Aging as soon as discovered by Contractor. D. If supplies exceeding $1,000.00 in total aggregate market value are left over upon termination or expiration of this contract and are not needed for any program of Contractor currently funded by the federal government, the amount due Contractor by the Area Agency on Aging under this contract shall be credited by an amount which equals the Area Agency on Aging's share of the supplies, as reflected in Attachment C, Budget, multiplied by the current market value of the supplies, or, if the supplies are sold, the proceeds from sale of the supplies. Where Contractor has pur- chased such supplies, the total aggregate marketvalue shall be the cost incurred by Contractor in purchasing the supplies. Where Contractor has received the supplies as an in-kind contribution, the total aggregate market value shall be the fair market value of the supplies at the time of donation as documented under Sec- tion 5(D)(4) of this contract. SECTION 21. CHANGES AND AMENDMENTS A. Except as provided otherwise herein any alterations, additions, P or deletions to the terms of this contract shall be by amendment hereto in writing and executed by both parties hereto except when the terms of this contract expressly provide that another method shall be used. B. It is understood and agreed by the parties that changes in federal laws or regulations pursuant thereto will have the effect of quali- fying the terms of this contract which are required by changes in federal laws or federal regulations promulgated pursuant thereto are automatically incorporated into this contract without written amendment. hereto and shall go into effect on the date designated by the law or regulation unless the Contractor promptly notifies the Area Agency on Aging in writing of its rejection_ of the pro- posed amendment. If Contractor rejects the proposed amendment, this contract will be terminated without any further action by either party. C. The Contractor may make transfers between or among line items or between or among program categories of the budget, Attachment C, provided that: 1. The total dollar amount of all changes of any single line item within a program category since the beginning date of the con- tract or the date of the latest amendment to Attachment C, Budget, made in accordance. with subsection (A) of this Section, whichever is later, is equal to or less than ten per centum (102) of the amount in that line item as specified in Attachment C, Budget, including all written amendments thereto made in accordance with subsection (A) of this Section, whichever is later; and 2. The total dollar amount of all changes of any single program cate- gory since the beginning date of the contract or the date of the latest amendment to Attachment C, Budget, made in accordance with subsection (A) of this Section, whichever is later, is equal to less than five per centum (52) of the amount in that program cate- gory as specified in Attachment C, Budget, including all written amendments thereto made in accordance with subsection (A) of this Section, whichever is later; and 3. The transfer will not increase or decrease the total monetary ob- ligation of the Area Agency on Aging as specified in subsection (D) of Section 4 of this contract; and 4. The transfer will not significantly change the nature or scope of the program funded under this contract; and 5. The Contractor submits a budget revision form which reflects all changes made under this subsection (C) of this Section to the Area Agency on Aging within five (5) working days after making such changes. SECTION 22. EQUAL OPPORTUNITY A. Contractor assures that no person shall, on the ground of race, age, religion, color, handicap, national origin, sex, political affiliation, or belief, be excluded from, be denied the benefits of, or be subjected to discrimination under any program or acti- vity funded in whole or in part under this agreement or otherwise under Contractor's control. Contractor shall comply with Title VI of the Civil Rights Act of 1964, as amended, (42 U.S.C. Sec- tion 2000 (d)) and with the provisions of 45 C.F.R. Part 80. B. Contractor shall not discriminate against any employee or appli- cant for employment because of race, religion, color, sex, age, or national origin. Contractor will take affirmative action to ensure that applicants are employed and that employees are treat- ed during employment without regard to their race, religion, color, sex, age, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay- off or termination, rates of pay or other forma of compensation, and selection for training, including apprenticeship. Contractor agrees to poet, in conspicuous places available to employees and applicants for employment, notices setting forth the requirements of these nondiscrimination provisions. C. Contractor shall state in all solicitations or advertisements for employees placed by or on behalf of Contractor that all qualified applicants will receive consideration for employment without re- gard to race, religion, color, sex, age, or national origin. D. Contractor shall send to each labor union or respresentative of workers with which it has a collective bargaining agreement or other grant or understanding a notice, advising the labor union or workers' representative of Contractor's commitments to equal employment opportunity and affirmative actionand shall post copies of the notice in conspicuous places to employees and ap- plicants for employment. E. Contractor shall comply with all applicable equal opportunity laws, rules, regulations, and orders, and other employment laws, rules, regulations, and orders promulgated on federal, state, and local levels. F. Contractor shall furnish all information and reports and shall permit access to its books,records, and accounts for purposes of investigation to ascertain compliance with equal opportunity and affirmative action. G. In the event of Contractor's non-compliance with the equal oppor- tunity conditions of this contract, this contract may be cancell- ed, terminated, or suspended in whole or in part; Contractor may be declared ineligible for further contracts and such other sanc- tions may be imposed and remedies invoked as otherwise provided by law. H. Contractor shall include all clauses A through H of Section 22 in every subcontract or purchase order exceeding TEN THOUSAND AND no/100 DOLLARS ($10,000.00) so that such provision.will be bind- ing upon each subcontractor or vendor. I. Contractor shall comply with the Equal Pay Act of 1963 (29 U.S.C. Sections 201-219), as amended, and covenants that it shall not practice wage differentiation in employment based on sex. J. Contractor shall comply with the Age Discrimination in Employment Act, as amended, 29 U.S.C. 621-634, and covenants that it shall not discriminate in employment against any person because of his/her age or specify, in solicitations or -advertisements, a max- imum age limit except or unless it is based upon a bona fide oc- cupational qualification,.retirement plan, or statutory require- ment. R. Contractor agrees that facilities, programs, and services sup- ported in whole or in part with federal funds will be so located as to be readily accessible, available, and responsive to the needs of the population to be served without discrimination be- cause of sex, race, color, age, religion, national origin, creed, or duration of residence and that their -services be publicized so as to be generally known to the population to be served. SECTION 23. DISABLED..VETERANS A. Contractor shall not discriminate against any employee or appli- cant for employment because he or she is a disabled veteran of the Vietnam era in regard to any position for which the employee or applicant for employment is qualified. Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled veterans and veterans of the Vietnam era withou discrimination based upon their disability or veteran's status in all employment practices. B. Contractor agrees that all employment openings of Contractor which exist atthe time of the execution of this contract and those which occur during the performance of this contract, in- cluding those not. generated.. by this contract and including those occuring at an establishment of the Contractor other than the one wherein the contract is being performed but excluding those of independently operated corporate affiliates, shall be listed at an appropriate local office of the State employment service sys- tem wherein the opening occurs. Contractor further agrees to provide such reports to such local office regarding employment openings and hires as may be required. Such reports shall com• - ply with all relevant provisions of 41 C.F.R. Part Section 60-250. State and local government agencies holding federal contracts of TEN THOUSAND AND NO/100 DOLLARS ($10,000.00) or more shall also list all their suitable openings with the appropriate office of the state employment service, but are not required to provide these reports. as set forth in paragraph.D and E of this Section. C. Contractor agrees to comply with the rules, regulations, and re- levant orders of the Secretary of Labor issued: pursuant to the Act. D. In the event of Contractors noncompliance with the requirements of this clause, actions for noncompliance amy be taken in ac- cordance with the rules, regulations, and relevant orders of the Secretary of Labor pursuant to the Act. E. Contractor will include the substance of this provision in every subcontract or purchase order of TEN THOUSAND AND NO/100 DOLLARS ($10,000.00) or more unless exempted by rules, regulations, or orders of the Secretary of the United States Department of Labor issued pursuant to the Act, so that such provisions will be bind- ing upon each subcontractor or vendor. Contractor will take such action with respect to any subcontract or purchase order as the Director of the Office of Federal grant Compliance Programs may director -to enforce such provisions, including action for noncom- pliance. SECTION 24. AFFIRMATIVE ACTION FOR HANDICAPPED A. Contractor shall not discriminate against any employee or appli- cant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. Contractor agrees to take affirmative action to employ, advance in employment and otherwise treat quali- fied handicapped individuals without discrimination based upon their physical or mental handicap in all employment practices such as the following: employment, upgrading, demotion or trans- fer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. B. Contractor shall operate all programs and activities funded un- der this contract so that no qualified handicapped person shall, on the basis of handicap, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimina- tion under any such program or activity. Contractor shall com- ply with Section 504 of the Rehabilitation Act of 1973, P.L. 93-112, as amended, so that programs or activities are readily accessible to and usable by handicapped persons. C. Contractor agrees to comply with the rules, regulations, and relevant orders issued pursuant to the Rehabilitation Act of 1973, Pub. L. 93-112, as'amended by the Rehabilitation Act Amend- ments of 1974, Pub. L. 93-516, which are codified at 45 C.F.R. D. In the event of Contractor's noncompliance with the requirements of this contract, :the Area Agency on Aging may cancel, terminate, or suspend this contract in whole or in part; Contractor may be derinred ineligible for further contracts and such other sanctions may be imposed and remedies may be involved as otherwise provided by law. E. Contractor will include the provisions of this Section in every subcontract or purchase order of TWO THOUSAND FIVE. HUNDRED AND NO/100 DOLLARS ($2,500.00) or more unless exempted by rules, re- gulations, or orders of the Secretary of Labor issued pursuant to Section 503 of the Rehabilitation Act of 1973, so that such provisions shall be binding upon each subcontractor or vendor. Contractorshalltake such action with respect to any subcontract or purchase order as the Area Agency on Aging may director to en- force such provisions, including action for noncompliance. SECTION 25. ASSIGNMENTS Contractor shall not transfer, pledge,. or otherwise assign this con- tract or any. interest therein, or any claim arising thereunder, to any party or parties, bank, trust company, or other financing institutions. SECTION 26. COMPLIANCE WITH LOCAL, STATE, - AND FEDERAL LAWS Contractor shall comply with requirements of the Act and with the rules and regulations promulgated thereunder; and, with -all state and local laws and regulations pertaining to the activities -and performances of Contractor under this contract. SECTION 27. COPYRIGHT Where activities supported by this contract produce original books, manuals, films, computer programs -(including executable computer programs and supporting data in any form),, or other copyrightable.material, Con- tractor may copyright such, but the. Governor's Committee on Aging through the Area Agency on Aging reserves a royalty -free, non-exclusive, and ir- revocable. license to produce, publish, and use such materials, and to authorize others to do so. Disposition of. royalties will be determined by the Governor's Committee on'Aging. Provisions appropriate to effec- tuate the purposes of this Section must be in all employment contracts, consultant's agreements, and other contracts in which funds received un- der this contract are involved. SECTION 28. PATENTS If any discovery or invention arises or is developed in the course of or as a result of work performed under this contract, Contractor shall refer the discovery or invention to the Area Agency on Aging/Governor's Committee on Aging, which will determine whether or not patent protection will be sought; how any rights therein, including patent rights, will be disposed of and administered; and the need for other action required to protect the public interest in work supported with federal funds, all in accordance with the Presidential Memorandum of October 10, 1963, on Government Patent Policy. SECTION 29. NOTICE OF LITIGATION.AND CLAIMS Contractor shall give the Area. Agency on Aging immediate notice in writing of (1) any action including any proceeding before a federal or State administrative agency, filed against. Contractor arising out of the performance of: this contract including, but not limited to, the -perfor- mance of any subcontract hereunder; and (2) any claim against Contractor the cost and expense of which Contractor may be entitled to have reim- bursed. by the, Area Agency on Aging. Except as otherwise directed by the Area Agency on Aging, Contractor shall furnish immediately to the Area Agency copies of all pertinent papers received by Contractor with res- pect to such action or -claim to the extent permitted -by law. SECTION 30. ORDER OF PRECEDENCE In the event that there are conflicts among the provisions of this contract, the conflicts shall be resolved by giving precedence to Sec- tion 1 through _ appearing on the pages of this contract and all amendments thereto, over the attachments -to this contract -and the amend- ments.thereto; and to -Attachment A, Budget of this contract, over Attach- ment.B, Area Plan, of this contract, and to Attachment C over Attachment D. SECTION 31. SUSPENSION A. In the event that Contractor materially fails to comply with the terms and provisions of this contract, the Area Agency on Aging may, upon reasonable notice to Contractor suspend the contract in whole or in part. B. The notice of suspension will state the reasons for the suspen- sion, any corrective action required of the Contractor and the effective date of the suspension. Suspensions shall remain in effect until Contractor has taken corrective action satisfactory to the Area Agency on Aging or givenevidencesatisfactory to the Area Agency on Aging that such corrective action will be taken, or until the Area Agency on Aging terminates the contract. C. New obligations incurred by Contractor during the suspension per- iod will not be allowed unless the Area Agency on Aging expressly authorizes them in the notice of suspension or an amendment to it. Necessary and otherwise allowable costs which Contractor could not reasonably avoid during the suspension period will be allowed if they result from obligations properly incurred by Contractor before the effective date of the suspension and not in anticipa- tion or termination. At the discretion of the Area Agency on Aging, third -party in-kind contributions applicable to the suspen- sion period may be allowed in satisfaction of Contractor's Match requirements. SECTION 32. TERMINATION A. The Area Agency on Aging may terminate this contract in whole or in part at any time whenever it determines that Contractor has materially failed to comply with the terms and provisions of this contract. The Area Agency on Aging shall promptly notify Con- tractor in writing of the determination and the reasons for the termination, together with the effective date. B. The Area Agency on Aging may terminate this contract with the con- sent of Contractor. The parties shall agree upon the termination conditions, including the effective date and in the case of par- tial terminations, the portion to be terminated. C. Contractor may terminate this contract by notifying the Area Agency on Aging in writing of such termination at least thirty (30) days prior to the effective date of termination. Such noti- fication shall set forth the reasons for such termination, the effective date, and in the case of partial termination, if the Area Agency on Aging determines that the romaining portion of the contract will not accomplish the purposes for which the contract was made, the Area Agency on Aging may terminate the contract in its entirety under either Subsection A or B of this Section. D. Upon termination or receipt of notice to terminate, whichever occurs first, Contractor shall cancel, withdraw, or otherwise ter- minate as many outstanding orders or subcontracts which relate to the performance of this contract or the part of the contract ter- minated as possible, and shall cease to incur costs thereunder. The Area Agency on Aging shall allow full credit to Contractor for the Area Agency on Aging's share of non -cancellable obliga- tions properly incurred by the Contractor prior to termination. or receipt. of notice to terminate, whichever occurs first. E. Notwithstanding any exercise by the Area Agency on Aging of its right of suspension under Section 32 of this contract or early termination pursuant.to this Section, Contractor shall not be relieved of liability to the Area Agency on Aging for damages sustained by the Area Agency on Aging by virtue of any breach of the contract by Contractor and the AreaAgencyon Aging may with- hold any reimbursement to Contractor until such time as the ex- act amount. of damages due the Area Agency on Aging from Contrac- tor is agreed upon or otherwise determined. SECTION 33. AUDIT A. Contractor agrees to permit the Area Agency on Aging and the Governor's Committee on Aging, or an auditing entity acting in behalf of the Area Agency on Aging and the Governor's Committee on Aging, to conduct an audit or audits of Contractor's financial records and to obtain other records, documents, materials, and information deemed necessary by the Area Agency on Aging to ascertain complete compliance with the provisions of this contract and the liabilities accrued by the Area Agency on Aging hereun- der. B. Contractor agrees to prepare such information pertinent to any audit conductedpursuant to Subsection A of this Section and to take such action facilitating the conducting -of any such audit as the Area Agency on Aging may reasonably require of Contractor. C. Notwithstanding any other provisions -of -this contract, including, but not limited to, any provision of this contract concerning termination, the obligations of the Contractor pursuant to this Section only shall continue in force and in effect until such time as the Area Agency on Aging has completed any auditing under- taken pursuant to this Section. The Area Agency on Aging and Contractor agreethatthe Area Agency on Aging's consideration for Contractor's obligations under this Section subsequent to termination of this contract as provided herein without regard to this Section, is included in the Area Agency on Aging's,consider- ation as provided herein and nothing herein shall be construed as creating liabilities on the part of the Area Agency on Aging to Contractor subsequent to the termination of this contract as provided herein withou regard to this Section..- SECTION 34. SUBCONTRACTS A. Except. as otherwise provided herein, Contractor may subcontract for_ performances funded. under. this' contract only-with.the prior -approval of, -the ArearAgency on -Aging. ;.For,any subcontract which is in current effect:at-.the'timetof'execution:of this. contract, and which includes performances which are to be funded under this contract, Contractor shall provide to the Area Agency on Aging such subcontract information. summary within 60 days of execu- tion of this contract. The subcontractor information summary form is a report required by the Area Agency on Aging in accor- dance with Section 10, Reporting Requirements, of this contract, and if Contractor fails to submit such report in the manner spe- cified by the Area Agency on Aging, Contractor will be subject to the sanctions contained in Section 4, Funding Obligations, including Subsection B(3) of that Section. B. Contractor, in subcontracting any of the performances hereunder, expressly understands that in entering into such subcontracts, the Area Agency on Aging is in no way liable to subcontractors. In no event shall any provision of this Section, specifically including the requirement that Contractor submit to the Area Agency on Aging subcontractor information summaries, be construed as relieving Contractor of the responsibility for insuring that the performances rendered under all subcontracts are rendered, so as to comply with all the terms and provisions of this contract as if the performances rendered were rendered by Contractor here- under. C. The Area Agency on Aging authorization of Contractor to subcon- tract under this Section does not constitute adoption, ratifi- cation, or acceptance of Contractor's or subcontractor's per- formance under this contract. The Area Agency on Aging maintains the right to insist upon Contractor's full compliance with the terms of this contract, and by the act of authorizating subcon- tracting under this Section, the Area Agency on Aging does not waive any right to action which may exist or which may subsequent- ly accrue to the Area Agency on Aging under this contract. SECTION 35. CLEAN AIR AND WATER ACTS Contractor shall comply and shall assure compliance by its subcon- tractors with all applicable standards, orders, or regulations promulgat- ed pursuant to the Clean Air Act, as amended (42 U.S.C. Section 1857, et seq.), and the Federal Water Pollution Control Act, as amended (33 D.S.C. Section 1251, et seq.). Contractor shall report violations to the appro- priate regional office of the Environmental Protection Agency and shall submit a copy of the report to the Area Agency on Aging. SECTION 36. CONTRACT WORK HOURS AND SAFETYSTANDARDSACT Contractor shall comply and shall assure compliance by its subcontrac- tors with the Contract Work Hours and Safety Standards Act, 40 U.S.C. Sections 327-333, and regulations promulgated thereunder as such provi- sions apply to Contractor's performance pursuant to this contract. SECTION 37. HEARINGS A. Any disputes between Contractor and the Area Agency on Aging con- cerning the terms or provisions of this contract which are not disposed of by agreement shall be decided by the Area Agency on Aging in accordance with relevant regulations, if any, promulgated under the Act. The Area Agency on Aging shall send a written copy of its decision to the Contractor. The decision of the Area Agency on Aging shall be final and conclusive unless determined by a court of competent Jurisdiction to have been fruadulent, capricious, ar- -Crary, so grossly erroneous as necessarily to imply bad faith or not support by substantial evidence. Pending final determination of the disputes, the Contractorshallproceed diligently with per- formance of the contract and in accordance with the Area Agency on Aging's decision. B. Pursuant to the provisions of the Act, the Area Agency on Aging must afford an opportunity for a hearing upon request to any en- tity providing a service under this contract or to any applicant to provide a service under this contract. Contractor shall, when requested by the Area Agency on Aging, perform activities neces- sary to proper resolution of such hearing requests, including, but not limited to, the holding of informal conferences, the forwarding of pertinent documents or records, the preparation of reports, or the attendance of Contractor's personnel at hear- ings held by the Area Agency on Aging. Contractor agrees to comply with decisions made by the Area Agen- cy as a result of a hearing under this Subsection B. C. The parties hereto agree and covenant that for any dispute be- tween the Area Agency on Aging and Contractor arising from the terms or performance of this contract, venue shall be laid in County, notwithstanding any provisions of Article 1995, Texas Rev. Civ. Stat. Ann. SECTION 38. ADVISORY COUNCIL A. Contractor shall establish an advisory council which shall meet once each month, but no less often than bimonthly. Such advisory council shall advise Contractor on a continuing basis on all mat- ters relating to the development, the administration, and opera- tions of the program. B. The advisory council shall consist of participants or those eli- gible to participate in services providedunder this contract, representatives of older individuals, local elected officials, and members of the general public. At least one-half of the mem- bership of the council shallbe persons who are actual consumers of services under its contract. SECTION 39. PERSONNEL ' A. Contractor shall hire a full-time program director who will have responsibility for development and implementation of the program. Suchipersoa will be qualified by education and, experience to ful- fill hisrduties ander'-this contract. Contractor shall employ other qualified staff members adequate to assure the effective conduct of responsibilities under this contract. Contractor shall adhere to a staffing plan approved by the Area Agency on Aging and will obtain prior approval by the Area Agency on Aging if modifications of the plan are required. B. Contractor shall establish and maintain a personnel administration system which complies with the provisions of 5 C.F.R. Part 900, Subpart F, Standards for a Merit System of Personnel Administra- tion, to the extent applicable. Documentation of the use of such .system shall be maintained. by Contractor and shall be made avail- able to the Area Agency on Aging on request. C. Subject to the requirements of Subsection A of this Section 40, Contractor shall give preference in hiring for full or part-time positions to persons aged sixty (60) years or older. SECTION 40. TRAINING A. Contractor shall make provision for the training of personnel necessary for implementation of this contract and for the attend- ance of individuals having specific responsibilities under this contract at training programs developed or sponsored by either the Area Agency on Aging, the Governor's Committee on Aging, or the United States Administration on Aging attendance at which is recommended by the Area Agency on Aging. B. Contractor shall report to the Area Agency on Aging monthly on the forms provided the training of their personnel. SECTION 41. PUBLIC.INFORNATION A. Contractor shall establish a public information program which will assure that information about the program and activities carried out under this contract is effectively distributed throughout Contractor's area. B. Contractor shall make available at reasonable times at its off- ices its Plan of Operation, periodic reports, and all policies governing administration of programs under this contract, for re- view upon request by interested persons, including representa- tives of the media. SECTION 42. PLANNING AND COORDINATION A. Contractor shall develop and submit to the Area Agency on Aging a Plan of Operation. The Plan of Operation and adjustments there- to shall be prepared in the format_ provided to Contractor by the Area Agency on Aging. B. Such Plan of Operation shall set forth in detail specific pro- gram objectives and activities which will be carried out or fund- ed by Contractor during the time period covered by this contract designed to meet the needs of older individuals in Contractor's area. The plan shall meet all requirements of the Act, regula- tions promulgated thereunder, and guidelines and instructions issued by the Area Agency,on Aging. . In developing such a Plan of Operation, Contractor shall solicit the input of existing planning agencies and service providers concerning other programs in Contractor's area meeting the needs of older persons. C. Contractor shall, to the maximum extent feasible, develop and update as necessary an inventory of all resources available with- in Contractor's area to meet the needs of older persons, and shall evaluate the effectiveness of the services provided by public and private agencies in the area in meeting such needs. Contractor shall collect and disseminate information concerning the needs of older persons. - D. Contractor shall establish, to the maximum extent feasible, a Plan of Operation designed to: 1. Coordinate the delivery of existing services for the elderly; and 2. pool untapped resources of public and private agencies in order to strengthen or inaugurate new servcies for older persons. SECTION 43. COOPERATIVE AGREEMENTS - EDUCATION AND CHILD CARE ORGANIZATIONS A. Contractor shall to the extent possible enter into arrangements with organizations providing day care services for children so as to provide opportunities for older individuals to aid or assist on a voluntary basis in the delivery of such services to children. B. Contractor shall to the extent possible enter into arrangements with local educational agencies, institutions of higher educa- tion, and nonprofit private organizations to use services provid- ed for older individuals under the community schools program un- der the Elementary and Secondary Education Act of 1965. SECTION 44. ADVOCACY A. Contractor shall perform activities as may be required by the Area Agency on Aging to support and implement programs in Con- tractor`s service area under the statewide long-term care ombuds- man program. Notwithstanding any other provision of this Sub- section B, Contractor may be required to perform activities pur- suant to this Subsection B only to the extent that funds are made available and provided in.the Budget, Attachment A and C, of this contract for such activities. SECTION 45. ESTABLISHMENT OF FUNDING PRIORITY Contractor shall develop and publish methods it shall use to deter- mine and set priorities for the funding and delivery of services under this contract, including the methods by which the requirements for funding priority social services set forth in Section 53 of this contract, shall be met. Such methods shall be included in Contractor's Plan of Operation, developed pursuant to Section 43 of this contract. SECTION 46. COORDINATION WITH OTHER PROGRAMS A. In carrying out its responsibilities under this grant, Contrac- tor shall, to the extent possible, coordinate programs funds under this contract with those relating to older persons which are funded or operated under the following legislative authori- tions: 1. the Compensation Employment and Training Act of 1973: 2. Title II - of the Domestic Volunteer Service Act of 1973; 3. Titles XVIII, %1X, and S% of the Social Security Act: 4. Section 231 and 232 of the National Housing Act; 5. the United States Housing Act of 1973; 6. Section 202 of the Housing Act of 1959; 7. Title I of the Housing and Community Development Act of 1974; 8. Section 2222(a)(8) of the Economic.Opportunity Act of 1964; 9. the community schools program under the Elementary and Second- ary Education Act of 1965; 10. Sections 3, 5, 9, and 16 of the Urban Mass Transportation Act of 1964; and 11. Title XV of the Public Health Services Act. B. Contractor shall establish effective procedures for assuring the coordination required by Subsection A of this Section 47. SECTION 47. OUTSIDE FUNDING AND THIRD PARTY PAYMENTS A. Contractor shall use funds available under this contract primar- ily as incentives for attracting public and private resources for services for older persons and shall only be used to provide social services when Contractor can clearly show that: 1. such services are needed and are not already available; and 2. no other public or private agency can or will provide the services. B. Contractor shall seek reimbursement for the'costs of providing services to older persons under this contract from third parties, including governmental agencies who are authorized or under legal obligation to pay such costs. SECTION 48. SOCIAL SERVICES A. Contractor may utilize funds hereunder, to the extent provided in Attachment A and C, Budget, and in accordance with the pro- visions -of Attachment B and D, Plan, concerning social services, for the provision of social services to eligible older persons. B. When used in this contract, social services include: 1. health, continuing education, welfare, informational, recrea- tional, homemaker, counseling, or referral services; 2. transportation services to facilitate access to social services or nutrition services, or both; 3. services designed to encourage and assist older individuals to use the facilities and services available to them; 4. services designed to assist older individuals to obtain adequate housing, including residential repair and renovation projects de- signed to enable older individuals to maintain their homes in conformity with minimum housing standards or to adapt homes to meet the needs of older individuals suffering from physical dis- abilities; 5. services designed to assist older individuals in avoiding insti- tutionalization, including preinstitution evaluation and screen- ing and home health services, homemaker services, shopping ser- vices, escort services, reader services, letter writing services, and other similar services designed to assist such individuals to continue living independently in a home environment; 6. services designed to provide legal services and other counseling services and assistance, including tax counseling and assistance and financial counseling, to older individuals; 7. services designed to enable older individuals to attain and main- tain physical and mental well-being through programs of regular physical activity and exercise; S. services designed to provide health screening to detect or pre- vent illness, or both, that occur moat frequently in older in- dividuals; 9. services designed -to -provide preretirement and second -career _Counseling for older individuals 10. services of an ombudsman at the State level to receive, investi- gate, and act on complaints by older individuals who are residents of long-term care facilities and to advocate the well-being of such individuals; 11. services which are designed to meet the unique needs of older individuals who are disabled; or 12. any other services; if such services comply with regulations promulgated under the Act and are necessary for the general welfare of older individuals. C. No individual social service activity under Contractor's con- tracts with the Area Agency on Aging shall be funded for longer than three (3) years unless the United States Commissioner on Aging approves funding beyond such period. The Commissioner shall approve such funding only_when.it can:be-shpwn--that.substantial 'efforts,'have-beenmadee by -.Contractor to attract-Tesources for such social services from public and private agencies and that such support will not be available from such sources in the fore- seeable future. SECTION 49. COMPREHENSIVE AND COORDINATED SERVICE DELivti SYSTEM A. Contractor shall assure that services provided under this grant are provided as part of a comprehensive and coordinated system. B. The term "comprehensive and coordinated system: means a system for providing all necessary social services, including nutrition services, in a manner designed to: 1. facilitate accessibility to, and utilization of, all social ser- vices and nutrition services provided within the Contractor ser- vice area by any public or private agency or organization; 2. develop and make the most efficient use of social services and nutrition services in meeting the needs of older individuals; and 3. use available resources efficiently and with a minimum of dupli- cation. SECTION 50. COMMUNITY FOCAL POINTS A. Contractor,.with.the advice and consent of the Area Agency on Aging, shall designate, where feasible, a focal point for com- prehensive service delivery in each community to encourage maxi- mum collocation and coordination of services for older indivi- duals. B. In designating community focal points, Contractor should consi- der factors such as: 1. incidence of older persons with greatest economic need; 2. delivery pattern of services funded from sources other than this contract; 3. delivery pattern of services funded through Contractor; and 4. geographic boundaries of communities and natural neighborhoods. C. Contractor shall give special consideration to designating exist- ing multipurpose senior centers as community focal pointe. SECTION 51. PARTICIPATION IN POLICY-MAKING Contractor assures that it will provide adequate opportunities for older persons, including recipients of social services or nutrition ser- vices or individuals using multipurpose senior centers funded under this contract to express their views in connection with matters of general policy arising in the development and administration of the Plan of Oper- ation and the performance of this contract, andto take such views into account. SECTION 52. PREFERENCE TO THOSE WITH ECONOMIC OR SOCIAL NEEDS A. Contractor shall, in funding services for older persons under this contract, give preference to providing services to older persons with the greatest economic or social needs. Contractor shall,pro- vide to the Area Agency on Aging a written statement of methods which will be utilized by Contractor for carrying out such pre- ferences. B. For purposes of this contract, greatest social need means factors such as isolation, physical or mental limitations, racial or cul- tural obstacles, orothernon-economic factors which restrict in- dividual ability to carry out normal activities of daily living and which threaten an individual's capacity to live an indepen- dent life. C. For purposes of this contract, greatest economic need means an income level that falls at or below the poverty threshold estab- lished by the Bureau of the Census. D. In meeting the requirements of this Section, Contractor may uti- lize methods such as location of services and specialization in the types of services provided. Contractor shall not utilize and shall assure that no entity providing services funded under this contract shall utilize a means test. A means test is the use of an older person's income or resources to deny or limit that per- son's receipt of services under this contract. E. Contractor shall assure that minority older persons and those with the greatest economic need shall be served by programs funded un- der this contract at least in proportion to'their relative numbers in Contractor's area, to the extent feasible. F. Contractor shall assure that older persons of Indian tribes with- in Contractor's area will be provided a level of services here- under equivalent to that received by non -Indian older persons within Contractor's area. SECTION 53. CONTRIBUTIONS BY RECIPIENTS A. Contractor shall assure that all entities providing nutrition or social services under this contract shall provide those receiving such services the opportunity to contribute to all or part of the cost of the services provided. Contractor shall consult with its advisory council regarding proposed contributions. B. Contractor shall develop procedures that assure that: 1. each older recipient will be informed that he or she may deter- mine for him/herself without pressure whether or not to contri- bute and how much; 2. that the privacy of each person with respect to contributions will be protected; and 3. all contributions are safeguarded and adequately accounted for. C. Contractor shall assure that. all contributions for nutrition ser- vices shall beused to increase the number of meals served. D. No person shall be denied services because of his or her failure to contribute for service. SECTION 54. LICENSURE REQUIREMENTS Contractor.shall assure that where State or local law requires licen- sure for the provision of services to be provided under this contract, that those entities providing such services shall meet all licensure re- quirements. SECTION 55. TRANSPORTATION A. Whenever funds provided. under this contract are used to establish needed social or nutrition services to older persons, Contractor shall develop plans for transportation to ensure that older per- sons have access to such services. B. Contractor shall not utilize funds under this contract to pro- vide a direct subsidy for a overall transit system or a general reduced- fare.program for a public or private.transit system. C. Contractor may enter into agreements with agencies which admin- ister programs under the Rehabilitation Act of 1973 and Titles SIX and XX of the Social Security Act for the purpose of meeting the common need for transportation services of participants un- der the separate programs. Pursuant to such agreement, the Con- tractor may utilize funds hereunder, to the extent provided in Attachment A or C, Budget, or Attachment -B or II, Plan, to pur- chase transportation services for older individuals and may pool such funds with funds available for transportation services un- der the above -listed Acts. SECTION 56. LEGAL SERVICES Contractor agrees to comply with the provisions of this Section when- ever part of Contractor's performance includes use of funds under this contract for the provision of legal services to eligible participants. A. For purposes of this contract, legal services means legal advice and representation to eligible participants with economic or social needs provided by a lawyer, or, to the extent permitted by law, by a non -lawyer. Legal services may also include, to the extent permitted by law, counseling, or other appropriate assistance by a paralegal or law student under the supervision of a lawyer. B. Contractor shall provide for the delivery of legal services by entering into contracts with providers of legal services which can demonstrate the experience or capacity to deliver legal services. Such:Contractor must be either: 1. a recipient of funds under the Legal Services Corporation Act (42 U.S.C. Sections 2996 - 29961); or 2. an entity which is administering a program designed to pro- vide legal services to all older individuals with social or economic need and which has agreed' to coordinate its services. with existing legal services` corporation projects in the area in order to concentrate the use of funds under this contract on individuals with the greatest -such need, but who are not el- igible for legal assistance under the Legal Services Corporation Act. Contractor shall select such legal services provider on the basis of its finding after assessment and pursuant to any standards for ser- vices which have been promulgated by the U.S. Commissioner on Aging that the entity selected is the best able to provide the particular service. C. Contractor shall include in anysubcontractfor legal services provisions to assure that any recipient of funds under this Section 57 will be subject to specific restrictions and regula- tions promulgated under the Legal Services Corporation Act (other than restrictions and regulations governing eligibility for legal assistance under such Act and governing membership of local govern- ing boards) as determined- appropriate by the Area Agency on Aging; and will attempt,to involve the private bar in legal services activities authorized under this contract including groups with- in the private bar furnishing services to older individuals on a pro bono and reduced fee basis. D. Contractor assures that, to the extent practicable, legal services furnished under this contract will be in addition to any legal services for older individuals being furnished with funds from sources other than this contract and that reasonable efforts will be made to maintain existing levels of legal services for older individuals. E. Contractor shall include in any subcontract for legal services provisions to ensure that while employed under this part, no employee and no staff attorney of the provider shall, at any time: 1. use official authority or influence for the purpose of inter- fering with or affecting the results of an election or nomina- tion of office,whether partisan or nonpartisan; or 2. directly or indirectly coerce, attempt to coerce, command or ad- vise an employee of any provider to pay, lend, or contribute anything of value to a political party, or committee, organiza- tion, agency, or person for political purposes. SECTION 57. INFORMATION AND REFERRAL A. Contractor shall establish and maintain information and referral services in sufficient numbers to assure that all older indivi- duals within Contractor's service area will have reasonably con- venient access to such services. In areas in which a significant number of older persons speak a language other than English as their principal language, reasonably convenient access includes the provision of information and referral services in the lan- guage spoken by the older person to the extent possible. B. Such information and referral services shall be established and maintained in close coordination with the information and refer- ral services which are available through the district offices of the Social Security Administration of the United States De- partment of Health, Education and Welfare. C. Information and referral service means a location where: 1. current information with respect to the opportunities and ser- vices aeailable.to older individuals, and current lists of older individuals in need of services and opportunities are developed and maintained; and 2. a specially trained staff to inform older individuals of the op- portunities and services which are available, and to assist such individuals to take advantage of such opportunities and services is employed. SECTION 58. OUTREACH Contractor shall undertake outreach activities that will identify older individuals eligible to receive services under this contract, with special emphasis on the rural elderly and those with the greatest social or economic needs, and will'inform such individuals of the availability of services funded under this contract. Contractor shall provide that each entity providing services funded under this contract shall under- take outreach activities to achieve participation of eligible older per - Sons. SECTION 59. MONITORING AND EVALUATION BY THE AREA AGENCY ON AGING A. The Area Agency on Aging shall monitor, on a regular basis, the performance of all contractors under this contract, to ensure that funds hereunder are expended in keeping with the purposes for which they were awarded and are expended in accordance with the Act and regulations promulgated thereunder and with the terms of this contract. B. The Area Agency on Aging shall conduct periodic evaluations of the effectiveness of the activities funded hereunder and shall furnish appropriate technicalassistanceto entities providing services funded hereunder. Such evaluation shall include con- sideration of the views of older persons participating in such activities. SECTION 60. NUTRITION.SERVICES A. The Contractor shall assure compliance with the provisions of this Section in the provision of any nutrition services that may constitute part of the Contractor's performance under this -con- tract. B. When used in this contract, nutrition services mans the provi- sion of meals, and, where provided in this contract, other sup- portive nutrition, education, health and welfare counseling, and referral services, directly related to the provision of meals to persons 60 years of age or older, and such persons' spouses of any age. C. For the provision of such nutrition services, Contractor shall utilize an entity or entities which were operating nutrition projects receiving funds under the former Title VII of the Act on September 30, 1978, if such entity meets the requirements of this Section -and has carried out its nutrition service activities with demonstrated effectiveness. The entity chosen. to provide nutri- tion services under this contract shall be referred to hereinafter as "nutrition services provider." D. Contractor shall assure that each nutrition services provider un- der this contract shall meet the following food service require- ments: 1. Appropriate procedures shall be followed in purchasing and pre- paring food and delivery meals. 2. Each meal served must contain at least 1/3 of the current Recom- mended Dietary Allowances as established by the Food and Nutri- tion Board of the National Academy of Sciences -National Research Council. 3. Special menus to meet the particular health, religious, or ethnic dietary needs of individual participants shall be provided where feasible and appropriate. 4. USDA food made available through the Area Agency on Aging and the Governor's Committee on Aging shall be accepted and used, and each nutrition services providers shall assure appropriate and cost effective arrangements for the transportation, storage, and use of the food. If a nutrition services provider receives cash instead of food through USDA, such cash shall be spent only for the purchase of 'United States agricultural commodities and other - food. 5. Assistance to participants in taking advantage of benefits avail- able to them under the food stamp program shall be. provided. Ac- tivities hereunder shall be coordinated with agencies responsible for administration of the food stamp program. E. Nutrition services providers shall provide meals in a congregate setting, except as provided in Subsection H of this Section 60 Contractor shall assure that each nutrition service provider ser- ves congregate meals -at locations which are located as close as possible to the majority of eligible older persons, preferably within walking distance, giving preference to community facili- ties, such as multipurpose senior centers, schools, or churches. F. Contractor shall assure that a nutrition project shall provide hot or other appropriate meals in a congregate setting at least once a day, five or more days a week. G. In the event that a nutrition services provider determines that a person eligible to receive congregate meals, whether because over 60 years of age or a spouse of a person over 60 years of age, is homebound by reason of illness, incapacitating disability, or is otherwise isolated, such. individual and the spouse of such.in- dividual shall be eligible to receive home delivered meals. Such nutrition services provider shall, when requested and if feasible, provide home delivered meals to such individuals, as long as the conditionkeeping the eligible individual(s) homebound continues. 1. Contractor shall assure that initial and subsequent periodic as- sessments of the continued need for home delivered meals are con- ducted. 2. Nutrition services providers shall give consideration in purchas-. lag necessary home delivered meals to an organization, where one exists, which has demonstrated an ability to provide home deliver- ed meals efficiently and reasonably and which furnishes assuranc- es to Contractor that it will maintain efforts to solicit volun- tary support and shall not use funds provided under this contract to supplant funds from non-federal sources. 3. In providing home delivered nutrition services, nutrition servi- ces shall assure the provision of at least one meal a day, five (5) or more days a week, to each program participant. Such meals may be hot, cold, frozen, dried, canned., or supplemental foods with a satisfactory storage life. H. Contractor shall assure that outreach activities which assure that the maximum number of eligible individuals have an oppor- tunity to participate in nutrition projects will be undertaken. I. Contractor shall permit nutrition services providers to charge participating individuals for meals to the extent permitted by and in accordance with guidelines established by the United States Administration on Aging. Such charges shall be used to increase the number of meals served by such nutrition service provider. SECTION 61.. MULTIPURPOSE SENIOR CENTERS A. The Contractor shall assure compliance with the provisions of this Section in the undertaking of activities relating to multi- purpose senior centers that may constitute part of the Contrac- tor's performance under this contract. When used in this con- tract, multipurpose -senior center means a community or neighbor- hood facility for the organization and provision of a broad spec- trum of services, including health, social, nutritional, and educational services; and facilities for recreational and group activities for older persons. B. Contractor may utilize funds budgeted for multipurpose senior centers to the extent provided in Attachment A and C, Budget, to pay the costs of professional and technical personnel required for the operation of multipurpose senior centers. C. To the extent provided in Attachment A and C, Budget, and in ac- cordance with detailed plans included in Attachment B and D. Plan, or in written addendum to the Area plan approved by the Area Agency on Aging and the Governor's Committee on Aging, Contractor may utilize funds hereunder for the acquisition (in fee simple or by lease for 10 years or more), alteration, and renovation of existing facilities, including mobile facilities, for use as multipurpose senior centers. 1. Alteration or renovation means making modifications to an exist- ing facility which are necessary to its effective use as a senior center. This includes restoration, repair, expansion which is not more than twice the square footage of the original facility, . and all related physical improvements. 2. Contractor shall not utilize funds hereunder for the acquisition of a facility unless there are not suitable facilities available for leasing as multipurpose senior centers. 3. Contractor shall ensure that it will forward to the Area Agency on Aging at the earliest practicable time, final plans and speci- fications for any proposed alteration or renovation. In accor- dance with provisions of the Act, the Area Agency on Aging will consult with the Governor's Committee on Aging and the Secretary of Housing and Urban Development with respect to the technical adequacy of any proposed alteration or renovation. 4. Contractor's detailed plana for acquisition, alteration, or re- novation of existing facilities shall include; a. location of facility intended to be acquired, altered, or renovated; b. in the case of a facility to be acquired, analysis of need for a multipurpose senior center facility in the community or neighborhood. in which facility in question is located; c. in the case of a facility proposed to be acquired, detailed analysis of information leading Contractor to determine that there were no suitable facilities for lease; d. in the case of a facility proposed to be altered or renovated, an analysis of the current conditions, available space, and use of the facility; the factors which necessitate the pro - alteration or renovation and a description of the proposed alterations or renovations; e. total cost of the proposed acquisition, alteration, or re- novation, and description of proposed funding arrangements. 5. A11 plans, for multipurpose senior center acquisition alteration, or renovation, shall be approved by the Area Agency on Aging in advance in writing prior to Contractor's incurring costs for such activities under this contract. D. Contractor shall not utilize funds under this contract for the construction ofnew facilities for use as multipurpose senior cen- ters hereunder unless the Area Agency on Aging and the Governor's Committee on Aging's prior written approval is received. The Area Agency on Aging and the Governor's Committee.on Aging shall approve proposed -constructions of facilities -€or use as multipur- pose.senior .centers°hereunder only if it determines, after full consideration of the views of Contractor and other available in- formation that there are no other suitable facilities available either to lease or to acquire, within the community to be served. E. Contractor shall assure that: 1. any existing facility which is acquired under this contract for use as a multipurpose senior center shall beutilized for that purpose for not less than ten (10) years from the date of acqui- sition; and 2. any facility constructed under this contract for use as a multi- purpose senior center shall be.utilized for that purpose for not less than twenty (20) years after completion of construction. F. Before utilizing or obligating funds for the construction or ac- quisition. of a multipurpose senior center, Contractor shall as- sure that: 1. sufficient funds will be available to meet the non-federal share of the cost of facility construction or acquisition; 2. sufficient funds will be available when acquisition or construc- tion is completed for effective use of the facility as a multi- purpose senior center; and 3. the facility will not be used and is not intended to be used for sectarian instruction or as a place for religious worship. G. Contractor shall assure that the employment of any laborer or mechanic in the performance of work on a facility funded here- under shall be in accordance with the requirements of the Davis - Bacon Act, and any regulations promulgated pursuant thereto. H. Contractor shall assure that all applicable State and local health, fire, safety, building, zoning, and sanitatima laws, ordinances and codes, are complied within the performance of all senior ac- tivities. I. Contractor shall assure that plans and specifications for construc- tion of any facility under this contract shall comply with regula- tions relating to minimum standards of construction and particu- larly with the requirements of the Architectural Barriers Act of 1968. J. When structural changes will be undertaken in the course of alter- ing or renovating a facility hereunder, Contractor shall assure compliance with all applicable local or State ordinances, laws,. or codes. In the absence of such codes, such structural changes must conform to Chapter 23 of the Uniform Building Code, Article 7 of the Basic Building Code or Chapter 12 of the Standard Build- ing Code. Structural change means any changes to the load bear- ing members -of a building. R. Contractor shall be assured:-that_the-applicahle.requiyeients:in the following statutes and executive orders are satisfied: 1. Uniform Relocation Act (42 U.S.C. Section 4601, et. seq.); 2. Flood Disaster Protection Act of 1973 (Pub.L. 93-123, codi- fied as part of 42 U.S.C., Chapter 50); 3. National Historic Preservation Act of 1966 (16 U.S.C. Section 470, et seq.); 4. Executive Order on Flood Plans, E.O. 11988. L. Contractor shall assure that all construction, alteration, or re- novation under this Section shall comply with the provisions of the National Fire Protection Association 101 Life Safety Code for the applicable building occupancy classification, or with the State and local codes, whichever is more stringent. M. If, within ten (10) years after acquisition, or within twenty (20) years after the completion of construction of any facility for which funds have been paid under this contractor: 1. the owner of the facility ceases to be a public or nonprofit pri- t vate agency or organization; or 2. the facility ceases to be used for the purposes for which it was acquired (unless it is determined in accordance with regulations promulgated under the Act that there is good cause for releasing the owner from the obligation to do so); the United States shall be entitled to recover- from. owner of the fa- cility an amount which bears to the then value of the facility (or so much thereof- as constituted. an approved project or projects) the same ratio as the amount of such federal funds bore to the cost of the facility financed with the aid of such funds. Such value shall be determined by agreement of the parties or by action brought in the United States District Court for the district in which such facili- ty is situated. N. If Contractor's area contains rural areas, Contractor shall at- tempt to meet the special needs of 'the scattered populations of older persons, especially low income and minority older persons, in planning any multipurpose senior center. 0. Contractor shall involve its advisory council in any decision to fund any proposed multipurpose senior center. P. Contractor shall assure that any agency or organization which will operate a facility assisted under this Section shall develop a plan designed to obtain written commitments -from other public and private nonprofit agencies to use the -facility to deliver services to older persons -0r contribute resources to expand the program of the multipurpose senior center. Q• Contractor shall assure that, if a facility to be acquired, alter- ed, or renovated will be shared with other age groups, that funds hereunder shall be used only for that portion of the facility that will be used by older persons. Where the same floor space is to be shared with different age groups, funds under this contract shall be used proportionately for acquiring, altering, or renovat- ing the facility only to the extent that such floor space will be used by older persons. SECTION 62. ORAL AND WRITTEN AGREEMENTS A. All oral and written agreements between the parties hereto relat- ing to the subject matter of this contract that were made prior to the execution of this contract have been reduced to writing and are contained herein. By the execution of this contract, Contractor evidences its understanding and agrees that any prior contract between Contractor and the Area Agency on Aging for pro- grams or activities under Title III of the Act in the area iden- tified in Section 3 of this contract agreement is terminated as of the effective date of this contract. Both parties agree that the Area Agency on Aging shall not be liable for any costs in- curred by Contractor duing the period of this contract for per- formances under Title III of the Act, except to the extent pro- vided in this contract. B. The below enumerated and denominated attachments are hereby made a part of this contract: 1. Attachment A, Budget - pages; 2. Attachment B, Area Plan _ pages; 3. Attachment C, Budget, - pages; 4. Attachment D. Plan of Operation, - pages C. Nothing in this Section shall be construed so as to prevent Con- tractor from obtaining reimbursement from the Area Agency on Ag- ing for Contractor's expenditures made to meet Contractor's lia- bilities incurred pursuant to subgrants validly executed between Contractor and a subgrantee and in effect prior to the beginning date of this contract where such subgrants were entered into by Contractor for performances -in fulfillment of, and in accordance with, the terms of another agreement between Contractor and the Area Agency on Aging for activities pursuant to Title III of the Act. Such reimbursement from the Area Agency on Aging shall be made: 1. in accordance with the termsof this contract, in the case of such other agreement between Contractor and the Area Agency on Aging funded by the Area Agency aa Aging wholly from Federal Fiscal Year 1980; or 2. in accordance with the terms of such other agreement between Contractorand the Area Agency on Aging, in the case of such other agreement between Contractor and the Area Agency on Aging funded by the Area Agency on Aging wholly or partially from funds from Federal Fiscal Years prior to 1980. D. The Area Agency on Aging shall, to the extent permissible under federal regulations and/or written authorizations from the D.S. Administration on Aging, make available to Contractor the Gover- nor's Committee on Aging and for performances pursuant to the terms of this contract amounts determined by the Area Agency on Aging to have been obligated to Contractor by the Area Agency on Aging for nutrition and social services under a Notification of Grant Award which has terminated, but not to have been obligated by Contractor for such services prior to the beginning date of this contract. SECTION 63. Bothparties understand and agree that each individual signing this contract do so as a representative of the Area Agency on Aging or Con- tractor respectively, and, in the absence of gross negligence or inten- tional wrongdoing by such individual, shall not be personally liable und9r it; and both parties further agree, in the absence of such negli- gence or wrongdoing, to seek recourse solely against the Area Agency on Aging or Contractor, as the case may be, in case of breach. • Coastal Bend Council of Governments Contractor Area Agency on Aging City of Corpus Christi John Buckner, Executive Director R. Marvin Townsend. City Manager Ivan J. Arceneaux. Director Area Agency on Aging APPROVED: Harold F. Zick. Director of Finance ATTEST: City Attorney Bill G. Read..City Secretary