AGENCY SPECIFIC CLAUSESAPPENDIX A-1
Please note that the order in which each part of this Appendix A-1 is set forth, corresponds directly to that of the State of New York Agreement. The provisions of this Appendix A-1 shall apply to all New York State Office for the Aging (NYSOFA) contracts unless expressly superseded by the corresponding provisions of Appendix A-2.
I. Conditions of Agreement
A. Laws, Rules, Regulations: The Contractor shall comply with any provisions of the Older Americans Act of 1965, as amended, determined applicable by the State, and all rules and regulations pertaining thereto promulgated by the Administration on Aging, United States Department of Health and Human Services, which are in effect or become effective during the term of this Agreement. The Contractor shall comply with all applicable New York State Laws, including the State Finance Law and Article II, Title I of the Elder Law, and with all applicable rules and regulations of the State and the Office of the State Comptroller which are in effect or become effective during the term of this Agreement.
B. Charitable Organization Requirements: The Contractor shall comply with the registration and reporting provisions required of charitable organizations by Section 8-1.4 of the Estates, Powers and Trusts Law (EPTL) and Article 7‑A of the New York State Executive Law.
C. Age Discrimination: The Contractor shall comply with the Age Discrimination in Employment Act of 1967 (Pub. L. 90-202) (ADEA), as amended (29 U.S.C. § 621 et seq.), the Equal Pay Act of 1963 (Pub. L. 88-38) (EPA), as amended (29 U.S.C. § 206(d)) and the NYS Human Rights Law, Article 15 of the New York State Executive Law.
D. Federal Non-Discrimination Statutes: The Contractor agrees to comply with all federal and State laws and regulations affecting this agreement, including the Age Discrimination in Employment Act of 1975, as amended (29 U.S.C .621, et seq.), Section 504 of the Rehabilitation Act, as amended, Americans with Disabilities Act of 1990 (42 U.S.C. 12101, et seq.), Civil Rights Act of 1964, Title VI, as amended, the Equal Employment Opportunity Act of 1972 (42 U.S.C. 2000e, et seq.) and Equal Pay Act of 1963, as amended (29 U.S.C. 206),and all rules and regulations pertaining thereto promulgated by the United States Department of Health and Human Services which are in effect or become effective during the term of this Agreement, and the New York State Human Rights Law. The Contractor agrees to comply with the Americans with Disabilities Act of 1990 which protects qualified individuals with disabilities from discrimination in employment and provides access to public services. Reasonable accommodations must be made for any person with a disability desiring to participate in services funded under this Agreement; no fees can be charged to the participant for such accommodations.
E. State Monitoring: The Contractor shall comply with the program management and assessment requirements of the State, including but not limited to announced and unannounced on-site visits by State staff, disclosure of all program files and related fiscal records and development of a corrective action plan if required by the State in a program assessment report.
F. Program Changes: The Program Workplan (Appendix D) shall not be modified without approval from the State. If modification to the Program Workplan is necessary, the Contractor must submit a written request to the State and await State approval before implementing such changes.
G. Budget Changes: Any proposed modification to the contract which results in a change of 10 percent to any budget category must be submitted to OSC for approval.
H. Subcontracts: The Contractor may enter into subcontracts for the provision of the services described in the Program Workplan. All such subcontracts shall be written according to State and local standards and a copy of each executed subcontract shall be forwarded to the State prior to payment by the State for expenditures incurred under such subcontract. It shall be the responsibility of the Contractor to monitor and assess the activities performed under such subcontracts, and to ensure that these activities are provided in accordance with all applicable requirements contained in this Agreement.
I. Funding Source Recognition: The Contractor agrees that any public information materials or other printed or published materials will give due recognition to the fact that the program is supported with State Funds and such recognition will be in a form prescribed by the State. Where the Contractor acknowledges the funding source for and/or assistance in acquiring equipment, the acknowledgment must give due recognition to the fact that the acquisition was made possible by a grant of State funds and such recognition will be in a form prescribed by the State.
J. Aging Network Cooperation: The Contractor shall work cooperatively with and consult with the Area Agencies on Aging in the region to be served by this Agreement.
K. Community Cooperation: The Contractor shall work cooperatively with public and private agencies, institutions, organizations, and associations within New York State and, where appropriate, with national organizations in the development of activities under this Agreement.
L. Contract Personnel: The Contractor shall assume responsibility for recruitment, retention, and/or dismissal of all personnel to be employed in the conduct of this Agreement. The Contractor shall ensure that the personnel hired are qualified to carry out the activities outlined in this Agreement.
M. Supplement of Existing Funding: The Contractor agrees that these funds shall be used to supplement, and not supplant, any existing public or private funding.II. Terminations
A. State’s Rights: Unless modified as provided herein, this contract shall begin and end in accordance with the period specified on the contract cover page that is part of this Agreement. The State shall have the right to terminate this contract early for: (i) unavailability of funds; (ii) cause; (iii) convenience; or (IV) non-responsibility.
B. Procurement Lobbying: For contracts in excess of fifteen thousand dollars which are subject to the provisions of State Finance Law §§139-k and 139-j, the State reserves the right to terminate this Agreement in the event it is found that the certification filed by the Contractor in accordance with New York State Finance Law §139-k was intentionally false or intentionally incomplete. Upon such finding, the State may exercise its termination right by providing written notification to the Contractor.
C. Contractor Responsibility:1. General Responsibility Language: The Contractor shall at all times during the contract term remain responsible. The Contractor agrees, if requested by the Director or his or her designee, to present evidence of its continuing legal authority to do business in New York State, integrity, experience, ability, prior performance, and organizational and financial capacity.
2. Suspension of Work (for Non-Responsibility): The Director or his or her designee, in his or her sole discretion, reserves the right to suspend any or all activities under this contract, at any time, when he or she discovers information that calls into question the responsibility of the Contractor. In the event of such suspension, the Contractor will be given written notice outlining the particulars of such suspension. Upon issuance of such notice, the Contractor must comply with the terms of the suspension order. Contract activity may resume at such time as the Director or his or her designee issues a written notice authorizing resumption of performance under the contract.
3. Termination (for Non-Responsibility): Upon written notice to the contractor, and a reasonable opportunity to be heard with appropriate New York State Office for the Aging officials or staff, the contract may be terminated by the Director or his or her designee at the contractor’s expense where the contractor is determined by the Director or his or her designee to be non-responsible. In such event, the Director or his or her designee may complete the contractual requirements in any manner he or she may deem advisable and pursue available legal or equitable remedies for breach.
D. Notice: The State retains the right to cancel this contract, in whole or in part without reason provided that the Contractor is given at least 60 days notice of its intent to cancel. The State may only invoke its right to terminate for convenience provided that the State has given written notice to the Contractor at least 60 days prior to the date of termination, except with respect to contracts that give the State a general right to terminate at any time. This provision should not be understood as waiving the State's right to terminate the contract for cause or stop work immediately for unsatisfactory work, but is supplementary to that provision. Any such cancellation shall have no effect on existing State agreements, which are subject to the same 60 day discretionary cancellation or cancellation for cause by the respective user Agencies.
E. Final Accounting: The Contractor shall make a full and final accounting of all funds received under this Agreement within sixty (60) days of receipt or issuance of a notice of termination.
III. Indemnification
A. Claims or Lawsuits: The Contractor, solely at its expense, shall defend any claim or suit which may be brought against the State for the infringement of United States patents, copyrights, or trademarks arising from the Contractor's or the State’s use of any equipment, materials or information prepared, developed, or furnished by the Contractor in connection with the performance of this contract, and in any such suit shall satisfy any final judgment for such infringement. The State will give the Contractor written notice of such claim or suit and full right and opportunity to conduct the defense thereof, together with full information and all reasonable cooperation. If principles of governmental or public law are involved, the State may participate in the defense of any action identified but no costs or expenses shall be incurred upon the account of the Contractor without the Contractor's written consent. If, in the Contractor's opinion, the equipment, materials, or information mentioned above is likely to or does become the subject of a claim of infringement of a United States patent, trademark, or copyright, then, without diminishing the Contractor's obligation to satisfy any final award, the Contractor may substitute other suitable equipment, materials and information, or at the Contractor's option and expense, obtain the right for the Contractor and the State to continue the use of such equipment, materials and information. If the Contractor wishes to use copyrighted, patented, or trademarked material it shall be responsible to obtain such rights to reproduction and use of the materials so that the State can use it in any way it deems necessary, including all rights to copy and reproduce such materials it sees fit. This will not be at any additional expense to the State beyond the amount of the contract.
IV. Property
A. Materials: The Contractor agrees that all rights and title to any materials (manuals, tests, guides, audio or visual materials or devices) developed with funds under this Agreement shall become the property of the State. Reproduction, distribution, sale, release or other use of such material by the Contractor must be specifically requested in writing by the Contractor and must receive prior approval by the State.
B. Equipment: Equipment (those items having an acquisition cost of $1,000 or more per unit and a useful life of at least one year) purchased under this Agreement shall be the property of the Contractor and shall be used by the Contractor in the program for which it was acquired as long as needed, whether or not the Contractor continues to receive State funds. The State reserves the right to require the transfer of the equipment purchased under this Agreement if it is no longer needed in the program for which it was acquired.
C. Equipment Use: The Contractor understands and agrees that all equipment purchased by the Contractor and its subcontractors under this Agreement will only be used to benefit older New Yorkers. Further, the Contractor agrees that all such equipment will be used for non-sectarian purposes. V. Safeguards for Services and Confidentiality
A. Serve All Older New Yorkers: The Contractor shall utilize these State funds to provide services to any older New Yorker that may wish to avail themselves of the service, subject to the availability of funding. This does not preclude a contractor from establishing uniformly applied, non-discriminatory service eligibility criteria or prioritizing the provision of services based on a standardized determination of older New Yorkers’ needs, subject to the State’s approval.
B. Non-Partisan Programs and Services: The Contractor shall:1) assure equal access for participation, services, activities and informational sessions without regard to race, color, religion, disability, sex, national origin, partisan affiliation or sexual orientation even if the contractor’s organization operates primarily to serve a particular ethnic, religious or other specific population or special interest group;2) prevent the use of official authority, influence or coercion to interfere with or affect elections or nominations for public office;3) assure there is no coercion nor advice to other persons to contribute anything of value to a party, committee, organization, agency, or person for political purposes, nor engage in any other partisan activities;4) assume that services provided are secular in nature and in no event state funds be used for religious/sectarian purposes or activities or to benefit a religious institution.
C. Program Income: The Contractor shall use all program income (including voluntary participant contributions, cost sharing and fees collected) for services funded under this Agreement to expand services under this Agreement and incorporate them into the budget accordingly. D. Confidentiality: The Contractor agrees to maintain the confidentiality of all personal information pertaining to older New Yorkers served under this Agreement, including contributions; disclosure of such information may be made only when necessary to the provision of services, unless the older New Yorker or his/her authorized representative gives his/her informed consent to disclose such information, disclosure is required by court order, or such information is provided in summary, statistical, or other form, which does not identify particular individuals. However, nothing herein is intended to require any provider of legal assistance to reveal any information that is protected by the attorney-client privilege.