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SCSEP PY 1993 - 1994 SUBGRANT AGREEMENT • THIS AGREEMENT is entered into by the National Council on the Aging, Inc. (NCOA), hereinafter referred to as GRANTEE, and (name of SUBGRANTEE) Monroe County Board of County Commissioners hereinafter referred to as SUBGRANTEE The SUBGRANTEE agrees to operate a project under the , GRANTEE'S Senior Community Service Employment Program (SCSEP) in the manner described in the approved Subgrant Narrative, as governed by the Older Americans Act (OAA) Title V regulations, including all clauses and exhibits included herein. This entire AGREEMENT is contingent in its entirety on SUBGRANTEE'S strict conformance with its terms and applicable state and Federal laws. GRANTEE I SUBGRANTEE THE NATIONAL COUNCIL ON THE AGING LNC. Monroe County Board of Commissioners 409 Third Street, S.W., 2nd Floor C/0 Monroe County Department of Washington, D.C. 20024 (202) 479 -1200 Social Services • 1315 Whitehead Street Key West, FL 33040 (305- 292 -3515) SUBGRANT PERIOD July 1, 1993 - June 30, 1994 SUBGRANT NUMBER D 4 229- 3- 00- 81 -55 -1 2 I FUNDING, SLOT LEVELS, PLACEMENT GOALS SEC.502(e)* TITLE V TOTAL Federal Funds Awarded - $198,100 DOL Authorized Enrollment Positions 38 NCOA Approved Enrollment Positions 38 38 Unsubsidized Placement Goal 11 11 * Includes ONLY funds awarded in addition to regular Title V allocation. SECTION 502(e) EXPERIMENTAL PROJECT BUDGET ADDITIONAL FUNDS: REGULAR TITLE V FINDS: TOTAL 502(e) COSTS: $ S Method of Payment [x] Cost Reimbursement [ ] Advance Payments For official subgrant purposes, the total subgrant agreement consists of this document which details contractual obligations, a line item budget (Exhibit A), and a narrative/project workplan (Exhibit B), and listing of administrative and operational offices (Exhibit C). The Narrative Master Plan approved for the period of July 1, 1992 - June 30, 1993 is incorporated as part of Exhibit B. NCOA :PY93 -94 Page 1 of 20 WITNESSETH WHEREAS, the GRANTEE has received a Grant from the United States Department of Labor, Employment and Training Administration, for use in providing employment and training opportunities for eligible persons pursuant to Title V of the Older Americans Act, as amended; and WHEREAS, the SUBGRANTEE, an independent contractor, has established a program to provide services for said eligible persons residing within its jurisdiction; The GRANTEE and the SUBGRANTEE desire to enter into an agreement whereby said GRANTEE will distribute funds received under its grant to SUBGRANTEE for use in the operation of said program. The GRANTEE requires the competent performance of the SUBGRANTEE in providing employment and training services as specified in this AGREEMENT. That the GRANTEE and the SUBGRANTEE acting by and through their representatives, have collectively agreed and by execution hereof are bound to the mutual obligations and to the performance and accomplishments of the tasks and provisions hereafter described. I. PROGRAM PURPOSE A. Project Objectives The SUBGRANTEE understands and agrees that the purpose of the Senior Community Service Employment Program (SCSEP) is to provide, foster, and promote useful part -time opportunities in community service employment and training opportunities for low income persons who are 55 years of age or older and, to the extent feasible, to assist and promote the transition of program participants to private or other unsubsidized employment. The primary objectives are to: 1) Provide needed wages to eligible individuals through employment in service to the community. 2) Provide needed service to the community. 3) Provide opportunities for entry/transition of program participants into private or other unsubsidized employment. B. Special Assurances The project conducted under the Subgrant will: 1) Provide program participation opportunities only for eligible individuals. Necessary technical, administrative, and supervisory personnel shall, to the fullest extent possible, be recruited from among eligible individuals; 2) Provide program participation opportunities for eligible individuals in the community in which such individuals reside, or in nearby communities; 3) Provide services to assure the transition to unsubsidized employment of as many program participants as possible; NCOA:PY93 -94 Page 2 of 20 . , 4) Provide employment and training opportunities for eligible individuals in services related to publicly owned and operated facilities and projects or in projects sponsored by organizations, other than political parties, exempt from taxation under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, except projects involving the construction, operation, or maintenance of any facility used or to be used as a place for sectarian religious instruction or worship. Documentation of the 501(c)(3) status of non- governmental worksites must be retained on file; 5) Contribute to the general welfare of the community; 6) Result in an increase in employment opportunities over those which would otherwise be available, but (i) not result in the displacement of currently employed workers (including partial displacement, such as reduction in the hours of non - overtime work or wages or employment benefits), and (ii) not impair existing contracts or result in the substitution of Federal funds for other funds in connection with work that would otherwise be performed; 7) Not permit the participation of any eligible individual to perform work the same or substantially the same as that performed by any other person who is on layoff; 8) Utilize methods of recruitment and selection (including listing of program vacancies with the employment agency operated by any State or political subdivision thereof) which assure that the maximum number of eligible individuals have an opportunity to participate in the project; 9) Include such training as may be necessary to make the most effective use of the skills and talents of those individuals who are participating, as well as provide for the reasonable expenses of individuals being trained, including reasonable compensation for time spent in training; 10) Assure that safe and healthful training site conditions will be provided and assure that program participants assisted under this Subgrant shall be paid wages which shall not be lower than whichever is highest of (i) the minimum wage which would be applicable to the participant under the Fair Labor Standards Act of 1938, if Section 6(a)(1) of such Act applied to the participant and if he /she were not exempt under Section 13 thereof, (ii) the State or local minimum wage for the most nearly comparable covered employment, or (iii) the prevailing rates of pay for persons employed in similar public occupations by the same employer. 11) Be established or administered with the advice of persons who are competent in the field of service in which employment training is being provided and who are knowledgeable with regard to the needs of older persons; 12) Authorize pay for necessary transportation costs of eligible individuals which may be incurred in project - related activities under this Subgrant in accordance with the Federal regulations governing OAA Title V activities; 13) To the extent feasible, serv:: the needs of minorities, handicapped individuals, individuals who are members of Indian or Alaskan entities, Hawaiian natives, and limited English - speaking individuals in proportion to their numbers in the SUBGRANTEE'S geographic jurisdiction and take into consideration their rates of poverty and unemployment. 14) Authorize funds to be used, to the extent feasible, to include individuals participating in the project under a State unemployment insurance plan; 15) Make available to each participant a written explanation of ;:'.'owable and unallowable political activities under Chapter 15 of Title V of the U.S. Code. The project shall post such a notice; NCOA:PY93 -94 Page 3 of 20 • 16) Assure that SCSEP positions are distributed in an equitable manner taking into consideration (1) the proportion which eligible individuals bears to the total number of such individuals in the geographic area(s) served, and (2) the relative distribution of such individuals residing in rural and urban areas. The equitable distribution of slots shall be accomplished in concert with other Sponsors of SCSEP activities; 17) In accord with congressional intent, take steps to strengthen the coordination of program activities with the private sector and with organizations charged with the operation of employment projects, particularly with the Job Corps and those programs funded under the authority of the. Job Training Partnership Act (JTPA); 18) Make available to each participant materials regarding the Age Discrimination in Employment Act. Said materials are to be provided to the SUBGRANTEE by the GRANTEE, upon receipt of same from the U.S. Department of Labor. 19) Assure that all SCSEP activities are conducted in accord with the provisions of the Drug -Free Workplace Act of 1988. 20) Assure compliance, as appropriate, with the provisions of Section 89 of the Internal Revenue Code. 21) Assure that the required financial and compliance audits m accordance with the Single Audit Act of 1984 are performed, if applicable, with copies of said audits being provided to the GRANTEE. II. GRANTEE /SUBGRANTEE RELATIONSHIP A. Legal Authority The SUBGRANTEE warrants that it is in compliance with all applicable state and Federal requirements and standards and that it possesses the legal authority pursuant to any proper, appropriate and official motion, resolution or action passed or taken, giving the SUBGRANTEE authority to enter into this Subgrant, receive the funds authorized by this Subgrant, and to perform the services the SUBGRANTEE has obligated itself to perform under this Subgrant. The person or persons signing and executing this Subgrant on behalf of the SUBGRANTEE, or representing themselves as persons authorized to sign and execute this Subgrant on behalf of the SUBGRANTEE, do hereby warrant and guarantee that they have been fully authorized by the SUBGRANTEE to execute this Subgrant on behalf of the SUBGRANTEE and to validly and legally bind the SUBGRANTEE to all the terms, conditions, performances and provisions herein set forth. The GRANTEE shall have the right to temporarily suspend or terminate this Subgrant if there is a dispute as to the legal authority of either the SUBGRANTEE or the person executing this Subgrant. The SUBGRANTEE shall be totally liable for return or reimbursement to the GRANTEE for all monies received if the Subgrant is suspended or terminated. B. Fund Availability That it is expressly understood and agreed by and between the parties hereto that this agreement is wholly conditioned upon the actual receipt by GRANTEE of Federal funds granted by the United States Department of Labor, Employment and Training Administration; that all monies distributed to SUBGRANTEE hereunder shall be exclusively from Federal monies received under said Grant, and not from any monies of GRANTEE, and that if such funds are not timely forthcoming, GRANTEE may, at its sole discretion, terminate this agreement. The GRANTEE shall not be liable for payment for any work or services performed by SUBGRANTEE under or in connection with this Subgrant beyond the effective date of said termination. tiCOA:PY93 -94 Page 4 of 20 • If the funds anticipated to be received by GRANTEE, under which this Subgrant is funded, are suspended or terminated, in whole or in part, funding for this Subgrant will cease. GRANTEE will within a reasonable time from receipt of such notice provide written notification to SUBGRANTEE. Payments under this Subgrant may be suspended or terminated upon refusal of the SUBGRANTEE to accept any additional conditions that may be imposed by the United States Department of Labor and/or the GRANTEE at any time. C. Independent Contractor SUBGRANTEE shall operate hereunder as an independent contractor, and not as an officer, agent, or employee of GRANTEE. It is expressly agreed and understood between the parties hereto, in entering into this agreement, that the GRANTEE shall not be liable to the SUBGRANTEE for any benefits or coverage as provided by Workers Compensation Laws, and further anyone employed by the SUBGRANTEE shall not be considered an employee of the GRANTEE for the purpose of Workers Compensation coverage. SUBGRANTEE shall have exclusive control of and the exclusive right to control the details of the work and services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, subcontractors and program participants. It is expressly understood and agreed that no officer, agent, employee, or subcontractor of the SUBGRANTEE, is in the paid service of GRANTEE; and that GRANTEE does have the legal right to insure compliance with the tasks performed hereunder by SUBGRANTEE, its officers, agents, employees, subcontractors, or program participants. In no event shall any person employed by the SUBGRANTEE be considered an employee of the GRANTEE. D. Third Party Agreements The SUBGRANTEE shall give advance notification to the GRANTEE of any proposed third party agreements, including but not limited to consultant contracts, agreements for personal services, or any subcontract hereunder. The SUBGRANTEE shall obtain the written consent of the GRANTEE'S SCSEP National Director prior to subcontracting. The GRANTEE may, at its discretion, specifically approve in writing any of the provisions of a third party agreement or subcontract; however, such approval obtained as required by this clause shall not be construed to be a determination of the allowability of any cost under the subcontract. Individual training courses for program participants are subject to the provisions of the NCOA/SCSEP Procedures Manual regarding approval of participant training. E. Indemnification SUBGRANTEE covenants and agrees to and does hereby indemnify and hold harmless GRANTEE from and against any and all injury, damage or destruction of property of GRANTEE arising out of or in connection with all acts or omissions of SUBGRANTEE, its officers, agents, employees, subcontractors, invitees, licensees, or program participants, or caused in whole or in part, by presumed negligence of officers, agents, or participants of SUBGRANTEE. In the event it is determined that SUBGRANTEE has misused, misapplied or misappropriated all or any part of these grant funds described herein, SUBGRANTEE agrees to indemnify, hold harmless and defend GRANTEE and its officers, agents, and employees, from and against any and all claims or suits resulting from such misuse, misapplication or misappropriation of such funds. SUBGRANTEE shall be responsible for indemnifying GRANTEE for any awards, costs, or penalties, including le &al expenses, arising out of SUBGRANTEE'S activities. The liability of Subgrantee, a political subdivision of the State of Florida, is limited pursuant to Section 768.28, Florida Statutes. NCOA:PY93 -94 Page 5 of 20 F. Miscellaneous Provisions (1) Personnel and Records Availability Personnel and records must be available to Authorized Representatives of GRANTEE, the United States Department of Labor, and the Comptroller General of the United States. Such authorized representatives shall, during business hours, have access to, for inspection and copying: books, records, memoranda, correspondence, personnel staffing records, tapes or electronic transcriptions, and any other documents. Authorized representatives have the right to inspect the SUBGRANTEE'S facilities, monitor and review, through on -site visits, all program activities, personnel, staff, services, and programmatic and administrative practices, supported with funds under this Subgrant to ensure compliance with the terms of this Subgrant. GRANTEE'S staff shall monitor SUBGRANTEE, through on -site visits and program data, all Subgrant activities, services, administrative and management practices, funded in whole or in part through this Subgrant. Such monitoring shall be announced and shall be accomplished by data collection through comprehensive on -site review of SUBGRANTEE'S records, interviews with administrative/program staff and participants, and by the examination of training sites and conditions. SUBGRANTEE must make available for review and duplication, at SUBGRANTEE's cost, all records required for this monitoring process. (2) Conflict of Interest SUBGRANTEE shall establish safeguards to prohibit persons funded in whole or in part by this agreement from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest, or personal gain. (3) Lobbying SUBGRANTEE will not attempt to influence any member of Congress, State or local legislator to favor or oppose any legislation or appropriation with respect to this agreement. CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements By accepting this subgrant, the signee hereby certifies, to the best of his or her knowledge and belief, that: No Federal appropriated funds have been paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or Member of Congress, or any employe: of Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan or cooperative agreement. No part of any appropriation contained in this Act shall be used, other than for normal and recognized executive - legislative relationships, for pur:icity or propaganda purposes, for the preparation, distribution, or use of any kit, pamphlet, booklet, publication, radio, television, or film presentation designed to support or defeat legislation rending before the Congress, except in presentation to the Congress itself. NCOA:PY93 -94 Page 6 of 20 No part of any appropriation contained in this Act shall be used to pay the salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence legislation or appropriation pending before the Congress. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying" in accordance with its instructions. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than SI0,000 and not more than $100,000 for each such failure. (4) Debarment. Suspension and Other Responsibility Matters CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS The SUBGRANTEE certifies to the best of its knowledge and belief, that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three -year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen properly; (c) Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (b) of this certification; and (d) Have not within a three - year period nr:.ceding this subg;ani had one or more public transactions (Federal, State or local) termiirated for cause or default. (5) Scope of Agreement That this written instrument, including all Exhibits attached to and incorporated herein, constitutes the entire agreement by the parties hereto concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral written agreement which varies from the terms hereof shall be void. NCOA:PY93 -94 Page 7 of 20 That the provisions of this agreement are severable and if for any reason a clause, sentence, paragraph or other part of this agreement shall be determined to be invalid by a court, federal agency, board or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. Provided, however, that GRANTEE retains the right to revoke this AGREEMENT in its entirety, at GRANTEE'S discretion, in the event of non - compliance by SUBGRANTEE or if GRANTEE has a reasonable basis for believing the SUBGRANTEE is not or will not be carrying out the project as specified herein and according to GRANTEE's Program directives and applicable state and Federal law. III. GENERAL ADMINISTRATIVE PROVISIONS A. Period of Performance That the term of this Subgrant shall be for the dates specified on page 1 of this agreement, unless amended as described in Article III, Clause I. B. Total Funds Awarded That it is understood and agreed that in no event shall the total distribution of federal grant funds made by GRANTEE to SUBGRANTEE during the term of the Subgrant exceed the specific amount agreed upon and set forth on page 1 of this agreement, unless amended as described in Article III, Clause I. That it is further understood and agreed that the GRANTEE will pay not more than 90 percent of the cost of any project, and that the non - federal share may be cash and/or in -kind contributions. C. Subgrant Identification The SUBGRANTEE agrees to utilize the Subgrant Number on all correspondence, communication, reports, vouchers, invoices, publications, and all data concerning this Subgrant as delivered hereunder. In the event the SUBGRANTEE makes any public announcements, written or oral, publicizes or furnishes information on/or concerning activities under this Subgrant, such item or activity shall include information that the project is funded by a Subgrant with The National Council on the Aging, Inc., with funding provided by the United States Department of Labor. The SUBGRANTEE shall when issuing statements, press releases, requests for proposals, bid solicitations, and other documents describing projects or programs funded in whole or in part by this sub gran state that the project will be financed with Federal money, and the dollar amount of Federal funds c f , r the project or program. The SUBGRANTEE further agrees to utilize, on all stationery and correspondence and other appropriate materials, the NCOA/SCSEP program identification logo provided by the GRANTEE. Said logo identifies the SUBGRANTEE's SCSEP activities as being funded in whole or in part by the GRANTEE. NCOA:PY93 -94 Page 8 of 20 D. Compliance with Applicable Laws, Regulations and Guidelines (1) General Compliance That the SUBGRANTEE, its officers, agents, employees and subcontractors, shall abide by and comply with all laws, federal, state and local, and all rules and regulations of GRANTEE. It is further agreed and understood that as GRANTEE calls to the attention of SUBGRANTEE any such violation on the part of SUBGRANTEE or program participants, the SUBGRANTEE shall immediately desist from and correct such violation. (2) Laws and Regulations Incorporated by Reference The provisions of the following Acts, and applicable regulations made pursuant to said Acts, and other listed directives, are hereby incorporated by reference. All changes in said Acts, regulations, and directives are automatically incorporated into this Subgrant. a. Older Americans Community Service Act, Title V, as amended by the Older Americans Act Amendments of 1992. b. Proposed federal regulations governing Title V operations as published in the Federal Register of July 19, 1985 at 20 CFR Part 674. c. Contract Work Hours and Safety Standards Act (40 USC 327 -332). d. Office of Management and Budget (OMB) Circulars. e. Audit Requirements at 29 CFR Part 96. f. Debarment and Suspension Regulations (including the requirements for a drug -free workplace) at 29 CFR Part 98. g. Administrative Regulations, at 41 CFR 29 -70 and/or 29 CFR Part 97. h. NCOA -SCSEP Procedures Manual. i. Equal Employment Opportunity Directives. j. Title VI of the Civil Rights Act of 1964 (PL 88 -352). k. Uniform Relocation and Assistance and Real Property Acquisitions Act of 1970 rPL 91- 646). 1. Title IX of the Education Amendments of 1972, as amended. m. Section 504 of the Rehabilitation Act of 1973, as amended. n. The Age Discrimination in Employment Act of 1975, as amended. o. The Drug Abuse Office and Treatment Act of 1972 (P.L. 92 - 255), as amended. NCOA:PY93 -94 Page 9 of 20 P. The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91 -616), as amended. q. Lobbying Restrictions at 29 CFR Part 93. (3) Participant Benefits The SUBGRANTEE agrees to provide all program participants with participant benefits as required by state and Federal law and, in addition, as directed by the GRANTEE. Failure to comply with this paragraph shall constitute grounds for revocation of this AGREEMENT. SUBGRANTEE agrees to indemnify GRANTEE for any costs, awards, penalties or associated expenses, including legal fees, incurred by the GRANTEE, arising out of SUBGRANTEE'S participant benefit policies. E. Funding Obligations and Payments That in consideration of full and satisfactory performance hereunder, GRANTEE shall be liable to SUBGRANTEE for the actual costs incurred by SUBGRANTEE for performance rendered, subject to the following limitations: GRANTEE shall not be liable to the SUBGRANTEE for any costs in excess of the approved amount_ GRANTEE shall not be liable to the SUBGRANTEE for expenditures made in violation of regulations promulgated under the Older Americans Act, violation of the regulations found at 41 C1-R 29 -70 and Office of Management and Budget Circulars A -87 or A -122, or in violation of any other regulations and /or management circulars promulgated under the Act or other applicable statute or regulation. GRANTEE may, at its sole discretion, make an initial advance to SUBGRANTEE before insured or collateralized bank account(s) have been established. No further advances shall be made until GRANTEE has received proof from SUBGRANTEE that such bank accounts have been insured or collateralized in accordance with 12 U.S.C. 1821 (Supplement 176 - 1977). SUBGRANTEE shall minimize the time period between the transfer of cash from GRANTEE to SUBGRANTEE and the disbursement of funds in accordance with the Act, regulations, management circulars and GRANTEE directives. Advance funds requests are required to be limited to the minimum • amounts necessary for immediate disbursement needs by the SUBGRANTEE for project expenditures. Maximum cash on hand, at any given time, shall not exceed three (3) calendar days of planned expenditures. Payments under this Subgrant are conditioned in their entirety upon SUBGRANTEE'S full and satisfactory performance of its obligations under this Subgrant. It is expressly understood and agreed by the parties hereto that if SUBGRANTEE fails to submit to the GRANTEE in a timely and satisfactory manner any report required by this Subgrant, GRANTEE may, at its option and in its discretion, withhold any or all payments otherwise due SUBGRANTEE hereunder. GRANTEE may withhold payments until such time as delinquent obligations are fulfilled by SUBGRANTEE. The GRANTEE may withhold from payment to the SUBGRANTEE, direct administrative costs and the indirect costs invoiced for under this Subgrant for failure to submit required reports accurately and timely. Amounts withheld will be released upon submission of satisfactory reports. NCOA:PY93 -94 Page 10 of 20 If prior approval has been provided by the GRANTEE, an advance payment to the SUBGRANTEE may be made for exceptional circumstances. F. Interest - Bearing Bank Account SUBGRANTEES (except for States) that are on an advance payment system are required to maintain the advances received from the GRANTEE in an Interest - Bearing Bank Account. Interest earned in excess of $100 during the subgrant period is required to be remitted to the GRANTEE. The funds in the Interest - Bearing Bank Account may be withdrawn by the SUBGRANTEE solely for the purposes of making payments for items of allowable costs within the terms of this Subgrant, or to reimburse the GRANTEE in accordance with closeout procedures. Authorized representatives of the GRANTEE shall have access to the books and records maintained by the Bank with respect to such Interest - Bearing Bank Account at all reasonable times and for all reasonable purposes, including, but not limited to, the inspection or copying of such books and records and any and all memoranda, checks, correspondence, or other documents pertaining thereto. G. Program Income All records and accounts of program income are to be maintained and reported in accordance with the financial management requirements contained in 41 CFR 29- 70.205. Money generated by any income - producing activity under this Subgrant shall be applied to the cost of the activity, and reimbursement under this Subgrant reduced accordingly by the GRANTEE. Use of program income for other allowable Title V activities requires the written approval of the GRANTEE'S SCSEP National D H. Use of Federal Funds Federal Funds received as a result of this Subgrant may be expended only for purposes permitted under the provisions of the Act, and within the authorized amount and time frame prescribed in writing by the GRANTEE. L Subgrant Modifications and Changes (1) Time Limitations That except as otherwise provided herein, any alterations, additions, or deletions to the terms of this Subgrant shall be by modification hereto in writing and executed by both parties to this Subgrant. Any modification pursuant to this Clause must be signed by the duly authorized representative of the GRANTEE, and an authorized agent of the SUBGRANTEE as specified in Subgrant Article II. If the SUBGRANTEE is directed to make any changes whatsoever by any person other than the GRANTEE'S SCSEP National Director, or his duly authorized representatives, which they feel will change the period of performance, require additional effort, affect the cost of the Subgrant or change any other terms and conditions, the SUBGRANTEE shall immediately make a written request to the GRANTEE'S SCSEP National Director for official approval to SUBGRANTEE is cautioned that any changes prior to official GRANTEE SCSEP �ponal Director's written approval shall be at SLBGRANTEE'S own risk. NCOA:PY93 -94 Page 11 of 20 (2) Line Item Transfers The flexibility of federal fund transfers within the Subgrant budget will be allowed provided that: (a) The total federal funds awarded for this Subgrant are not exceeded; (b) The administrative portion of the budget is not increased; and (c) No single cost category is increased or decreased by more than 5 percent of its budgeted amount. (3) Other Modifications Prior approval, through formal modification of this agreement, is required for (a) A net increase or decrease from the approved enrollment level exceeding 20 percent. (b) Any significant changes in the scope of the project. (c) The transfer of Federal funds allocated for participant wages and fringe benefits to other categories of expense. (d) The addition of any cost items requiring approval in accordance with the provisions of Office of Management and Budget Circulars A -87 and A -122. (4) Chances That any alterations, additions, or deletions to the terms of this Subgrant which are required by changes in Federal laws, and by Federal Regulations promulgated pursuant thereto are automatically incorporated into this agreement on the date designated by law or regulation. The parties hereto expressly agree that GRANTEE shall have the right to make unilateral amendments to this Subgrant necessary to assure conformity to federal law, availability of funds, and regulations by the issuance of written Notification of Change duly signed by the GRANTEE'S SCSEP National Director. If such changes cause an increase or decrease in the cost of performance of this Subgrant or in the time required for performance, an equitable adjustment shall be made in the amount of funds obligated and the Subgrant shall be modified in writing accordingly. If SUBGRANTEE cannot conform to a Notification of Change, it shall notify GRANTEE of same, in writing, within five (5) working days of receipt of such Notification of Change. Failure to agree on any adjustment shall be a "Dispute" concernin`> a fact •,,.iHir; the this Subgrant and shall be submitted through GRANTEE'S normal channels for reso,u: ion. However, nothing in this clause shall excuse the SUBGRANTEE from proceeding with the agreement as changed, until final resolution. If SUBGRANTEE cannot conform to the changes required by Laws, Federal Regulations promulgated pursuant thereto, GRANTEE Directives or Management Circulars, then SUBGRANTEE shall notify the GRANTEE in writing within 30 days of promulgation. GRANTEE may then establish procedures for the suspension or termination of SUBGRANTEE'S programs, if appropriate, until such time as the "Dispute" is finally resolved. NCOA:PY93 -94 Page 12 of 20 J. Subgrant Termination That the performance of work under the Subgrant may be terminated by the GRANTEE in accordance with this Clause in whole or in part: (1) Termination for Cause The GRANTEE or the SUBGRANTEE may terminate this Subgrant when it has been determined that the other party has failed to provide any of the services specified, or failed to comply with any Federal requirement or provisions contained within this Subgrant. If the SUBGRANTEE fails to perform in whole or in part the terms of this Subgrant or fails to make sufficient progress so as to endanger performance, the GRANTEE will notify the SUBGRANTEE of such unsatisfactory • performance in writing. The SUBGRANTEE has ten (10) working days in which to respond with a written plan acceptable to the GRANTEE for correction of deficiencies. If the SUBGRANTEE does not respond within the appointed time with appropriate plans, the GRANTEE shall serve a Notice of Termination on the SUBGRANTEE which will become effective within thirty (30) days after receipt. In the event of termination, the GRANTEE shall be liable for payment only for services prior to the effective date of the termination, provided that such services are in accordance with the provisions of this Subgrant and are allowable costs as specified in the regulations. (2) Termination for Convenience Either the GRANTEE or SUBGRANTEE may request a termination for convenience. Either party shall give a thirty (30) day advance notice, in writing, of the effective date of such a termination. The SUBGRANTEE shall be entitled to receive just and equitable compensation for any allowable services satisfactorily performed hereunder through the date of termination. (3) Notice of Termination Whenever for any reason the GRANTEE shall determine that such termination is necessary for the GRANTEE, any such termination shall be effective by delivery to the SUBGRANTEE of a Notice of Termination specifying whether termination is for cause or for the convenience of the GRANTEE, the extent to which performance of work under the Subgrant is terminated, and the date upon which such termination becomes effective. Upon such termination of this Subgrant, the GRANTEE will determine the amount due the SUBGRANTEE, or otherwise, such sum will in no event exceed the face value of this Subgrant. In the event of a partial termination, the portion of the fee which is payable with respect to the work under the continued portion of the Subgrant shall be equitably adjusted by agreement between the SUBGRANTEE and the GRANTEE, and such adjustment shall be evidenced by a mo'iification to this AGREEMEYT. K. Closeout Procedures The SUBGRANTEE will submit subgrant closeout data no later than 45 days after the expiration of this agreement. Guidelines for completion of the closeout package are contained in the NCOA -SCSEP • Procedures Manual. — A SUBGRANTEE who is delinquent in submitting a refund check may be prohibited from entering into a Subgrant for the fiscal year following the Subgrant closeout period, and/or payments under an existing subgrant may be suspended. NCOA :PY93 -94 Page 13 of 20 IV. FINANCIAL MANAGEMENT PROVISIONS A. Accounting Svstem The SUBGRANTEE will maintain complete and accurate records justifying all actual and accrued expenditures, leaving a clear audit trail to the point of origin. Costs shall be segregated, as directed within the framework of this Subgrant. Also, an accrual reporting system shall be implemented and maintained, and utilized for monthly reporting of program expenditures. • That in the event that GRANTEE determines that the record- keeping system of SUBGRANTEE does not • comply with Federal guidelines, financial accounting may be done by an accounting firm approved by GRANTEE. The Cost shall be deducted monthly from the funds allocated to SUBGRANTEE. SUBGRANTEE shall retain on file written evidence to support all expenditures accrued, on a monthly basis, and report such expenditures to GRANTEE. SUBGRANTEE shall maintain accounts in such a way that they are traceable to source documentation of unit transactions. Source documents will be maintained for all transactions. SUBGRANTEE shall insure that GRANTEE, the Comptroller General of the United States, the U.S. Department of Labor, or any of their authorized agents have the right of access for examination and reproduction of any books, accounts or records of SUBGRANTEE and its subcontractor(s), and shall maintain such right of access as a condition of any subcontract award. This access shall include records of program income, and cost allocation plans. The SUBGRANTEE assures and certifies that it has complied with the requirements of Federal, state and local laws regarding the obtaining of employer identification/account numbers and the collection, payment, deposit, and reporting of federal, state and local taxes. In addition to certifying compliance for all prior subgrants with the GRANTEE, if applicable, the SUBGRANTEE further assures continuing compliance throughout the period covered by this Subgrant. B. Bonding That SUBGRANTEE shall, before an advance or any payment or compensation is made under this Subgrant, furnish proof to the GRANTEE that it has a fidelity bond covering all officers and employees of the SUBGRANTEE who are responsible for the receipt, custody and disbursement of program assets. Such a fidelity bond shall be conditioned that the surety executing such bond agrees to indemnify the • SUBGRANTEE and ultimately the GRANTEE as appropriate, against any direct Loss of money or other personal property, for which the SUBGRANTEE is legally responsible under the terms of this Subgrant. Such bond shall be in an amount equal to one -half of one month's budgeted costs but no less than TWENTY -FIVE THOUSAND DOLLARS (S25,000). Such bond must remain in force throughout the entire period covered by this agreement, and advance written notice of thirty (30) days shall be given to C /-_'`:TEE of any intent to cancel such fidelity bond by either the SUBGRANTEE or the surety. C. Equipment (1) Purchase and Maintenance of Equipment The purchase of all nonexpendable personal property requires prior written approval by the GRANTEE. The execution of this Subgrant, inclusive of all exhibits, does not constitute prior approval. No purchases of equipment shall be allowed during the last quarter of the Subzrant period. NCOA:PY93 -94 Page 14 of 20 7 • SUBGRANTEE shall follow the provisions of 41 CFR 29- 70.215 for all purchases of property with Subgrant funds. However, should the SUBGRANTEE have, or the GRANTEE issue, a more restrictive policy, then the most restrictive policy shall apply. The titles to all property purchased with Subgrant funds remain vested in the GRANTEE. The GRANTEE may take possession of all such property upon termination of the Subgrant, or on evidence that property's utilization is not consistent with the Subgrant. SUBGRANTEE shall maintain an up -to -date inventory of all Subgrant property in its custody, and shall maintain the property in good condition. This includes property currently on hand from previous subgrants /contracts with the GRANTEE, surplus government property utilized for the Subgrant, and all new purchases under this Subgrant. SUBGRANTEE shall submit inventory as part of the closeout package referenced at Article III, Clause K. This clause is applicable to all office furnishings and equipment, tools, and materials used in training and services activities. (2) Lease. Rental and Lease-Purchase/Property Improvements The GRANTEE reserves the right of reviewing and approving all applicable lease, rental and lease/purchase agreements of the SUBGRANTEE. SUBGRANTEE shall maintain and make available to the GRANTEE copies of all documents relative to bids, quotations and offers related to the agreements. Lease, rental and lease/purchase agreements may be reviewed for a fair and reasonable cost analysis prior to approval. Any remodeling and rehabilitation must be reviewed by the GRANTEE and written approval provided by the GRANTEE prior to the SUBGRANTEE expending funds from this Subgrant. Funds from this Subgrant are prohibited from use for capital improvements on privately -owned property. D. Indirect Costs That SUBGRANTEE will not be reimbursed for any indirect cost incurred in performance under this Subgrant unless SUBGRANTEE has a current Indirect Cost Negotiated Agreement, fully executed by a cognizant Federal Agency, and been given prior written approval by GRANTEE. • E. Insurance That SUBGRANTEE shall procure and thereafter maintain all private and public insurance coverage required by Federal, State and local law, and as detailed in the NCCOA -SCSEP Procedures Manual. F. Audits As required by Department of Labor regulations (20 CFR Part 96), recipients of Department of Labor grants are required to obtain annual organization -wide audits. SUBGRANTEES who are States, Local Governments, or Indian Tribes are required to have the audits performed in accordance with Office of Management and Budget (OMB) Circular A -128, "Uniform Audit Requirements for State and Local • Governments." SUBGRANTEES who are colleges and universities, and other non - profit organizations are required to have the audit performed in accordance with the requirements contained in OMB Circular A -110, attachment F1. NCOA:PY93 -94 Page 15 of 20 The audits should be made annually, but must be made at least biennially. Audits conducted biennially shall cover both years within the biennial period. OMB Circular A -128 provides detailed guidance on the conduct of organization -wide audits. Colleges and universities, and other nonprofit organizations are required to follow this guidance in the conduct of the audits. Costs of organization -wide audits may be reimbursed if funds are provided for the audit in the =_ administrative expense category of the approved subgrant budget. The SUBGRANTEE is required to submit copies of the audit reports to the GRANTEE when they are completed, along with the SUBGRANTEE's responses to recommendations or findings that pertain to the subgrant and the repayment of any audit exceptions for improperly spent subgrant funds. Audits of this Subgrant will be performed by the GRANTEE (including a representative of the U.S. Department of Labor or others, if applicable), and findings of such audits thereof will be provided to the SUBGRANTEE. All books of accounts, ledgers, supporting records and worksheets pertaining to the financial records of the subgrant shall be retained for a period of three (3) years from the final closeout date of the GRANTEE'S prime grant. Records shall be retained beyond the 3 year period if audit findings have not been resolved, or if requested by GRANTEE. In the event of disallowance or audit exception by the GRANTEE, including any exception resulting from a • U.S. Department of Labor audit, of any expenditure which it considers to be an item not properly allocable to the work, or reimbursable under this Subgrant, the GRANTEE shall notify the SUBGRANTEE in writing of the disallowance, giving full particulars and reasons for disallowance. In the event the SUBGRANTEE concurs, the amount disallowed may be withheld by the GRANTEE from the next advance, if any; or if there is no next advance, the SUBGRANTEE shall make payment to the GRANTEE. In the event the SUBGRANTEE does not concur with a disallowance or audit exception, the matter may be referred to the appropriate official of the U.S. Department of Labor for review, after the GRANTEE'S Audit Resolution procedures have been exhausted. Notwithstanding any other provision of law or this AGREEMENT, the SUBGRANTEE shall indemnify and/or reimburse GRANTEE for any disallowances or exceptions, and for any associated or consequential costs thereof, resulting from a DOL audit or otherwise. V. PROGRAM MANAGEMENT PROVISIONS A. Policies and Records (1) Personnel Policies The SUBGRANTEE shall provide, prior to the execution of this agreement, a copy of its approved personnel policies, for both staff and participants. (2) Travel The SUBGRANTEE shall provide, prior to the execution of this agreement, a copy of its approved travel policies, which apply to staff and program participants. Travel costs must be consistent with policies and procedures that apply uniformly to both federally financed and other activities of the SUBGRANTEE. Detailed travel records must be kept in order to substantiate travel charges made in connection with subgrant activities. NCOA:PY93 -94 Page 16 of 20 4 All travel outside of the SUBGRANTEE'S jurisdiction must be approved, in writing, by the GRANTEE. The reimbursement rate for local travel shall not exceed the Federally authorized rate as communicated to the SUBGRANTEE by the GRANTEE. (3) Accessibility to Personnel and Records In addition to the requirements imposed elsewhere in this Subgrant, SUBGRANTEE shall insure that sufficient, auditable, and otherwise adequate records are maintained which support the expenditure of all funds received through this Subgrant. Such records shall be sufficient to allow the U.S. Department of Labor and GRANTEE to audit and monitor SUBGRANTEE, and shall include the maintenance of management information system (MIS) records in accordance with the • required GRANTEE MIS system. The SUBGRANTEE shall comply with all requirements imposed by law and the GRANTEE regarding the maintenance of a record of each individual's participation in the SCSEP, including dates of entry and termination, and services provided. All non -active participant and program records shall be maintained for a minimum three (3) year period following closeout of the GRANTEE'S OAA Title V prime grant. If, prior to the expiration of the three (3) year retention period, any litigation or audit is begun or a claim is instituted involving the agreement covered by the records, the SUBGRANTEE shall retain the records beyond the three (3) year period until the litigation, audit finding, or claim has been fmally resolved. GRANTEE will formally notify the SUBGRANTEE of the expiration of each subgrant retention period. Disposal of records, without GRANTEE approval, is at the SUBGRANTEE'S risk. B. Program Staff The SUBGRANTEE shall designate a Project Director to be responsible for administration of the SCSEP. Appointment shall be subject to consultation with GRANTEE. Other staff necessary to administer, manage and/or operate this subgrant shall be program participants whenever feasible, and project staffing arrangements shall be subject to approval by the GRANTEE. GRANTEE shall be provided advance notification, of at least 10 days, of any proposed changes in project administrative personnel and/or staffing arrangements. C. Advisory Council SUBGRANTEE agrees to develop a mechanism for securing the largest and broadest possible community support for the project, such as an Advisory Council. The Advisory Council is to provide advice, assistance and support, while not functioning as a program policy- making body. The Advisory Council may be a committee or sub - committee of a larger aging, employment, or human services program council. Membership should include, but not be limited to, participants, professional persons who are specialists in the field of aging, employment and human services programs, coal 1 {?bon leadershi', and representatives of private industry. A listing of the membership shall be submitted to the GRANTEE as part of the renewal of this subgrant, and whenever changes are made in committee representatives. NCOA:PY93 -94 Page 17 of 20 VI. REPORTING REQUIREMENTS A. Financial Renorts The SUBGRANTEE shall deliver to GRANTEE'S Finance Department, a monthly financial report of its expenditure of funds received under this Subgrant. The report must have original signatures, and must be • received by the 15th day of the month following the reporting period. The GRANTEE, at its discretion, may require SUBGRANTEE to submit an additional statement each month which will reflect the following: (a) Purpose of each expenditure; (b) Payee of each expenditure; (c) Amount of each expenditure; and (d) Name of person requesting each expenditure. A copy of the Monthly Financial Report (MFR), and all attachments, shall be submitted to the designated NCOA Regional Manager. B. Management Information System (MIS) Reports The SUBGRANTEE shall submit properly certified participant tracking reports to the GRANTEE. These reports shall be submitted in the format and within the time frame prescribed by the GRANTEE. The reports shall include but not be limited to, information on enrollment, activity change and termination of participants. The NCOA -SCSEP Procedures Manual provides a full description of all required reports, due dates, and persons to whom copies are distributed. C. Other Reports The SUBGRANTEE shall prepare in accordance with written directives those documents as specified by the GRANTEE to enable the GRANTEE to summarize and report the status of the program as set forth in this Subgrant and as required by the Department of Labor, other Federal agencies, and the GRAN'1 LE. This data, along with other reports will be used to determine the performance of this Subgrant as set forth herein. VII. PERFORMANCE • A. Performance Standards The SUBGRANTEE shall have adequate administrative and accounting controls, personnel standards, evaluation programs and other policies as may be necessary to promote the effective use of funds and to comply with Title V regulations. Performance by the SUBGRANTEE shall be measured monthly, by the GRANTEE, an a cumulative basis against goals and standards specified in this AGREEMENT and incorporated by reference. The performance standards for program activities under this Subgrant, as outlined in the Program Narrative, shall also be monitored. It will be the responsibility of the SUBGRANTEE to determine the nature, extent and cause of performance below relevant goals. B. Program and Financial Goals GRANTEE will review and analyze, at least monthly, all reports submitted pursuant to provisions for program and financial goals set forth in this Subgrant. The GRANTEE reserves the right to require replanning or other appropriate action which may include the unilateral deobligation of funds. NCOA:PY93 -94 Page 18 of 20 The SUBGRANTEE will be expected to perform within a plus or minus two percent (2 %) variance of the monthly financial plans, as stipulated in the Budget; however, appropriate procedures must be initiated to assure that the total subgrant is not over - expended. The unsubsidized placement goal is stipulated on page 1 of this AGREEMENT, and progress toward achieving same shall be reviewed on a monthly basis. Participant services plans, as stipulated in the narrative /workplan, shall be continuously reviewed to determine that goals are being met. C. Evaluation The frequency, format, accuracy and time of submission of required MIS and financial reports and invoices shall conform to instructions published by the GRANTEE. The submission of delinquent or faulty data will be recorded and such occurrences shall result in an adverse effect upon the evaluation of the overall performance of the SUBGRANTEE, and may result in the suspension or termination of the Subgrant. The submission of reports shall not be the only criterion by which the SUBGRANTEE is evaluated. Total performance within the scope of this Subgrant, Title V of the Older Americans Act and regulations, other applicable laws and regulations, and GRANTEE Directives, will all affect the evaluation of the Subgrant. VIII. MISCELLANEOUS All documents, records, reports, forms, or any other material maintained, completed, or submitted by the SUBGRANTEE in connection with the performance of the work, as well as any equipment, fumiture, other tangible property (if any) acquired with funds provided or reimbursed by the GRANTEE, shall be the exclusive property of the GRANTEE and shall be delivered to the GRANTEE at the termination date or earlier termination of this Subgrant, or upon request therefor. All rights of copyright, reproduction, and disposal of the material gathered by the SUBGRANTEE, including but not Limited to the aforesaid documents, reports, and forms, shall belong exclusively to the GRANTEE, with the exception that the SUBGRANTEE is authorized to make and retain for its official records, copies of documents and reports provided to the GRANTEE. No publication or dissemination of any kind shall be made of material, reports, or results of this SCSEP by SUBGRANTEE without the prior consent of the GRANTEE, with the exception that the SUBGRANTEE may provide normal public information concerning the program, its purpose, and requirements for enrollment. The SUBGRANTEE may publish statistical data concerning participation and progress of the program. It is understood and agreed that this AGREEMENT incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein, and the parties agree that there are not commitments, agreements, or understandings concerning the subject matter of this AGREEMENT that are not contained herein. Accordingly, it is agreed tf'at no deviation from the terms hereof s all be predicated upon any prior representations or agreements whether written or orai; it is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. To provide services as set forth in the Subgrant Narrative, the SUBGRANTEE shall continuously manage and operate this Subgrant at the administrative office noted on Page 1 of this agreement, and the administrative and operational offices listed in Exhibit C. NCOA:PY93-94 Page 19 of 20 • IX. AUTHORITY TO EXECUTE Each of the parties hereto covenant to the other party that it has lawful authority to enter into this AGREEMENT and has authorized the execution of this AGREEMENT by the party's authorized representative. This AGREEMENT shall be effective upon execution by both parties. IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be duly executed by their authorized representatives. Approved for GRANTEE by: Approved for SUBGRANTEE by: NAME Donald L. Davits NAME Jack London TITLE TITLE i;ng President u - .or/Chairman SIG TURF ' SIGoA ` del / ✓ " �lf • DATE �a y� /9.3 D / ' l b- q -3 ATTEST: DANNY L. KOLHAGE, CLERK B C. Deputy Cler APPROVED AS TO FOR , Cy AND AL SUFFIC1 = — ` � ttomey- ; NCOA:PY93 -94 Page 20 of 20 EXHIBIT C: Administrative and Operational Offices Page _ of _ SUBGRANT AGREEMENT Administrative and Operational Offices * SUBGRANTEE Monroe County Board of County Commissioners Monroe County Department of Social Services 1315 Whitehead Street Key West, FL 33040 SUBGRANT PERIOD July 1, 1993 - June 30, 1994 SUBGRANT NUMBER D- 4229- 3- 00- 81 -55- 12 — t LOCATION TYPE OF OFFICE (Include complete name and address) (CHECK ALL THAT APPLY) Monroe County Department of Social Services j Administrative 1315 Whitehead Street Key West, FL 33040 Operations [ ] Subcontractor Monroe County Department of Social Services [ ] Administrative 490 63rd Street 001 Operations Suite 190 Government Annex Marathon, FL 33050 [ ] Subcontractor [ ] Administrative [ ] Operations [ ] Subcontractor [ ] Administrative [ ] Operations [ ] Subcontractor [ ] Administrative [ ] Operations [ ] Subcontractor • * Do not include community -based training sites that ONLY host work experience participants or serve as training sites for Section 502e activities.