This Monitoring Plan dated March ___, 2012 (this MP) is by and between Ridgewood Bushwick Senior Citizens

Council, Inc. (RBSCC), Ridgewood Bushwick Senior Citizens Homecare Council, Inc. (RBHC, and together with RBSCC, RB), not-for-profit corporations organized under the laws of the State of New York, having principal offices in Brooklyn, New York, and the State of New York acting by and through the New York State Department of Health (DOH), the New York State Office of Temporary and Disability Assistance (OTDA), the New York State Department of Labor (DOL), the New York State Division of Homes and Community Renewal (DHCR), the New York State Education Department (SED), the New York State Department of State (DOS), Empire State Development (ESD), the New York State Office of Parks, Recreation and Historic Preservation (OPRHP), the New York State Office for Aging (SOFA), the New York State Office for People With Developmental Disabilities (OPWDD), the Office of Children and Family Services (OCFS), the New York State Office of Alcoholism and Substance Abuse Services (OASAS) and the New York State Interest on Lawyers Account (IOLA, and together with DOH, OTDA, DOL, DHCR, SED, DOS, ESD, OPRHP, SOFA, OPWDD, OCFS and OASAS, the State). RB and the State shall be collectively referred to herein as the Parties. WITNESSETH: WHEREAS, upon review of the matters set forth herein, the Parties agree that the continued operation of RB as a service provider funded by the State remains in the best interest of the State, RB and the clients it serves on behalf of the State; and WHEREAS, RB serves one of the States most economically vulnerable communities and is relied upon by a wide range of clients for services that are critical for their well-being, providing such programs as senior centers, meals on wheels, home care, youth after-school services and homeless prevention services; and WHEREAS, RB operates out of twenty two locations throughout the community and employs over seventeen hundred people, mostly community residents; and WHEREAS, RB was the subject of a New York City (the City) Department of Investigation (DOI) Vendor Name Check Response dated July 20, 2010 (the 2010 VNC) a copy of which is appended hereto as Exhibit 1; and WHEREAS, RB represents that it implemented corrective measures to address the findings of the 2010 VNC, including entering into and complying with a Management Improvement Plan dated September 1, 2010 (the Management Improvement Plan), a copy of which is appended hereto as Exhibit 2, terminating the employment of the employee charged with offering a false

instrument for filing and agreeing to a payment plan to reimburse the New York City Department of Youth and Community Development (DYCD) for the final agreed-upon amount of overpayment determined as a result of the audit covering the period of July 1, 2007 March 31, 2010; and WHEREAS, RB was the subject of a DOI VNC dated November 9, 2011 (the 2011 VNC), a copy of which is appended hereto as Exhibit 3, which included a series of findings concerning the manner in which several RB executives had received substantial increases in their compensation and the absence of adequate documentation supporting those compensation decisions, as well as findings regarding an ongoing audit review of RBHCs Home Care contracts with the New York City Human Resources Administration (HRA); and WHEREAS, the Parties now mutually desire to fully address the findings contained in the 2011 VNC, so as to support State agencies determinations that RB remains a responsible vendor to provide services under New York State contracts, NOW THERERFORE, the Parties hereby agree as follows: 1. Definitions The following definitions apply unless explicitly stated otherwise: State Contracts Any and all contracts that are funded in whole or in part by the State or any agency, authority, or subdivision of the State, including, but not limited to, DOH, OTDA, DOL, DHCR, SED, DOS, ESD, OPRHP, SOFA, OPWDD, OASAS, OCFS and IOLA, which are performed by RB during the term of this MP. Key People Includes directors, officers, any individual participating in overall financial or policy-making decisions for RB and/or any of its affiliates, and each person in a position to control and/or direct RBs overall operations. Employee All other individuals employed by RB who are not Key People. 2. Corporate Governance and Fiscal Administration A. Board and Executive Staff (1) RB agrees that as of January 15, 2012 Christiana Fisher (Fisher) is no longer employed as Chief Executive Officer (CEO).-, RB further agrees that Fisher shall not serve as an employee, officer or director of RB, nor will she perform any other

work or serve in any other capacity having any connection to any RB program or activity funded by or undertaken pursuant to State Contracts. RB further represents and covenants that from and after January 1, 2012, no State funds have been used for payment of compensation of any kind to Fisher, nor will State funds or funds received under any other governmental contract or grant (hereinafter "public funds") be so used at any time during the term of this MP. (2) RB represents that it has retained James D. Cameron (Cameron) as its new CEO to replace Fisher, and that Cameron has assumed all of the CEO's duties and responsibilities as of January 16, 2012. RB further agrees that it will submit to OTDA for interview and acceptance on behalf of the State any person who shall be designated to serve as CEO during the term of this MP to ensure that any such individual is fully capable of performing his or her fiduciary oversight responsibilities, as required by applicable laws and rules. (3) RB agrees that any current member of the Board of Directors not previously approved by the City will be submitted to OTDA for interview and acceptance on behalf of the State and that all persons who shall be nominated to serve on the Board of Directors during the term of this MP shall similarly be submitted to OTDA for interview and acceptance on behalf of the State. (4) RB represents that Wesley Hitner shall no longer be employed with RB in any capacity and shall not perform any other work or serve in any other capacity having any connection to any RB program or activity funded by or undertaken pursuant to State Contracts. B. Fiscal Policies and Corrective Measures (l) RB agrees that it shall maintain and enforce auditable timekeeping procedures for all Employees, including Key People, and such procedures shall be subject to review and reasonable acceptance on behalf of the State by OTDA. (2) RB agrees that it will undertake and complete a review of its operations and practices with the State, and that, following a full and open dialogue with the State, RB will make best efforts to fully implement all commercially reasonable recommendations made during that process, which RB understands may include recommendations aimed at reducing the scale of some of RB's

State-funded programs, taking account of the best interests of the State and of the clients and communities served by RB, as well as RB's ability to further its mission, sustain its operations and oversee its program effectively. The Parties further agree that this review process may yield recommendations concerning RB's management reporting structure, and that pending the conclusion of this review process, RB is temporarily released from the obligation under the Management Improvement Plan to retain a chief operating officer. In addition, RB agrees to comply with any policies, principles, rules and requirements governing legislative initiatives funded through the community projects fund in Section 99-d of the State Finance Law or through another fund in the custody of the New York State Comptroller or the Commissioner of Taxation and Finance. (3) RB further agrees that it will cooperate and comply with all audit-related requests from the State (including but not limited to any State agency or the New York State Office of the State Comptroller), will respond to audit findings in a timely manner, and when the audit is concluded and a final determination made as to the amount, if any, owed to any State agency, RB will, subject to any rights of appeal it may have under applicable State Contracts, agree to repay such amounts to such State agency and address any other findings contained in said audit in an efficient and reasonable manner. RB further agrees that it will implement the following internal controls, procedures, and actions by no later than September 15, 2012:
(4)

a. Adopt and follow in its daily operations an accounting

policy and procedures manual that sets forth in detail the internal procedures used by RB to ensure the proper tracking, use, and accounting of all funds.
b. Adopt and follow in its daily operations procedures

governing check-writing and the disbursement of funds that ensure that such functions are reviewed by multiple staff members, supervised, and consistently recorded in accordance with best practices.
c. Create an independent audit committee comprised of

members who are not involved in the day-to-day management of RB whose duties include meeting on a regular basis, reviewing RBs s operations, and

overseeing for RB the preparation by an outside certified public accountant of RBs financial statements.
d. Obtain and make publicly available this year and annually

thereafter audited financial statements of RB from a certified public accountant approved by OTDA.
e. Fully satisfy outstanding tax liabilities, if any, with the IRS

or the New York State Department of Taxation and Finance.

f. Produce annual and periodic income and expense

reports and shall make such reports available to State Agencies upon request.
g.

Establish and use in its daily operations a tracking system to track the various grants received to ensure, among other things, that such grants are used for the purposes stated in RBs application, if any, for such funding. Document and use in its daily operations procedures by which staff or directors of RB may report any fraudulent activities to the appropriate personnel or to law enforcement agencies, and a policy to protect whistleblowers who report such activities. Adopt and use in its daily operations a code of ethics governing, among other things, prohibitions against conflicts of interest in RBs operations and financial management. Every staff member and director shall review such code and execute a statement indicating that he or she has completed such review on an annual basis.

h.

i.

(5)

RB represents that:

a.

no person who is a disqualified person, organization manager, or otherwise in a position to exercise substantial influence over the entity as such terms are defined in I.R.C. 4958 and the Department of the

Treasurys implementing regulations ( 53.4958-1 through 53.4958-8)i has been found liable for or remains under a pending investigation by law enforcement authorities for alleged violations of law relating to the entitys management or financial affairs;-. b. RB will fully comply with all current and any future rules, regulations and/or requirements promulgated by the federal government, the State or any State Agency pertaining to executive compensation of officers at notfor-profit entities that do business with or receive funds from the State; and c. RB has not engaged in any excess benefit transactions as such terms are defined in IRC 4958 and Treasury Regulation 53.4958-4 within the last five years. 3. Required Cooperation with the State A. Required Notifications

RB agrees that it will promptly notify the Office of the New York State Inspector General (the IG) in the event that it knows or has been notified or has learned that RB and/or any of its present or former employees, officers, directors, agents or consultants are subpoenaed, interviewed, questioned, or otherwise contacted by any government agency, official, and/or employee, in connection with any criminal investigation or proceeding relating to their employment or engagement with RB, and/or any investigation or proceeding involving or related to allegations of a lack of honesty or business integrity relating to their employment or engagement with RB, whether of a criminal, civil, or administrative nature, whether or not RB and/or any of its present or former employees, officers, directors, agents, or consultants are, or are believed by RB to be, the subject or target of any such investigation or proceeding, and whether or not any such persons are notified or otherwise learn that RB and/or any of its present or former employees, officers, directors, agents, or consultants, are under investigation for any alleged violation of law. In the event that any such disclosure is prohibited by law or judicial order, then RB and/or any of its present or former employees, officers, directors, agents, or consultants will immediately inform the government agency, official, and/or employee of the government agency who has contacted them regarding an investigation or proceeding that RB and its employees, officers, directors, agents, or consultants have a notification requirement under this MP. RB agrees to inform its present employees, officers, directors, agents and consultants of the notification

requirements hereunder, and recognizes that the State may invoke contractual sanctions in the event that the IG is not notified under circumstances where RB through the exercise of appropriate due diligence, should have known of facts or occurrences covered by these notification requirements. B. Vendor Responsibility Disclosures

RB further agrees that it will promptly notify the IG in writing of any changes, including additions or deletions, to any and all information that RB is required to report on its Vendor Responsibility questionnaires filed with any State agency or the New York State Office of the State Comptroller upon its knowledge of the occurrence of such events. C. Contract Compliance

RB further agrees that it shall fully and faithfully comply with the terms of all provisions contained in all State Contracts. 4. No Waiver/Impairment; Consent to Jurisdiction Nothing in this MP shall impair or waive any existing rights of the State (including but not limited to any State agency or any oversight, regulatory and/or any law enforcement agency) to audit, investigate, and evaluate past, current, and future acts of RB. In this regard, RB also consents to the jurisdiction of the IG to investigate and evaluate the operations of RB and any past, current and future acts of RB. In addition, RB agrees to cooperate fully with any audits or investigations, including but not limited to any investigation conducted by the IG, commenced by the State with respect to RB's operations and acts. RB further agrees that it will timely comply with all requests for books, records and information related to any audit or investigation conducted by the New York State Office of the State Comptroller, the IG, or any other State agency. The Parties also agree that as a result of the findings of any review or audit, or as a result of the findings of any investigation, OSC, the IG or any other State agency may, in its sole discretion, make appropriate referrals to oversight, regulatory and/or law enforcement agencies. In the event of such a referral, RB agrees that any State agency may impose contractual sanctions on RB, including but not limited to elimination of any program under any State Contract, reduction of program funding under any State Contract, or termination of any State Contract based upon the failure to comply with the terms and conditions of the State Contract.

5.

Miscellaneous A. This MP shall apply to the successors and assigns of RB and to any entity with which it may merge or by which it may be acquired. B. Any written notification or report required by or made pursuant to this MP shall be made, mailed, or delivered as set forth below:

To the State: Director New York State Division of the Budget State Capitol Room 114 Albany, New York 12224 To RBSCC and RBHC: CEO Ridgewood Bushwick Senior Citizens Council, Inc. 555 Bushwick Avenue Brooklyn, NY 11206 C. The term of this MP shall run for five (5) years from the date of its execution. D. This MP, including all Exhibits hereto, shall be appended to and made a part of all State Contracts entered into by RB during the abovedescribed term. E. This MP, including all Exhibits hereto, embodies the entire understanding and agreement of the Parties with respect to the subject matter hereof and merges and supersedes all prior representations, agreements and understandings, whether oral or written, between the Parties with respect to the subject matter hereof, including, without limitation, all prior drafts of this MP and any and all written or oral statements or representations by any official, employee, agent, attorney, consultant or independent contractor of the Parties. This MP supersedes the Management Improvement Plan (Exhibit 2 hereto).

F. No provision of this MP nor any Exhibit to this MP shall be amended or otherwise modified, in whole or in part, except by a written instrument, duly executed by the Parties. Executed on Behalf of RB by:

____________________________ Frances J. Russo, Chair, Board of Directors ____________________________ James D. Cameron, CEO

_________________ Date

__________________ Date

Executed on Behalf of the State of New York by: New York State Department of Health By: ___________________________ Nirav Shah, MD. Commissioner New York State Office of Temporary and Disability Assistance

By: ____________________________ Elizabeth Berlin Executive Deputy Commissioner

New York State Department of Labor By: ____________________________ Colleen Gardner Commissioner New York State Division of Homes and Community Renewal By: ____________________________ Darryl C. Towns Commissioner and Chief Executive Officer New York State Education Department By: _____________________________ John King Commissioner New York State Department of State By: _____________________________ Cesar Perales Secretary of State Empire State Development (ESD) By: _____________________________

Kenneth Adams Chair New York State Office of Parks, Recreation and Historic Preservation By: _____________________________ Rose Harvey Commissioner

New York State Office for Aging By: _____________________________ Greg Olsen Acting Executive Director

New York State Office for People With Developmental Disabilities By: ____________________________ Courtney Burke Commissioner New York State Office of Alcoholism and Substance Abuse Services By: ____________________________ Arlene Sanchez Commissioner New York State Office of Children and Family Services By: ____________________________ Gladys Carrion Commissioner

New York State Interest on Lawyers Account (IOLA) By: ____________________________ Christopher OMalley Executive Director

(b) Excess benefit defined. An excess benefit is the amount by which the value of the economic benefit provided by an applicable tax-exempt organization directly or indirectly to or for the use of any disqualified person exceeds the value of the consideration (including the performance of services) received for providing such benefit. (a) In general(1) Scope of definition. Section 4958(f)(1) defines disqualified person, with respect to any transaction, as any person who was in a position to exercise substantial influence over the affairs of an applicable tax-exempt organization at any time during the five-year period ending on the date of the transaction (the lookback period). Paragraph (b) of this section describes persons who are defined to be disqualified persons under the statute, including certain family members of an individual in a position to exercise substantial influence, and certain 35-percent controlled entities. Paragraph (c) of this section describes persons in a position to exercise substantial influence over the affairs of an applicable taxexempt organization by virtue of their powers and responsibilities or certain interests they hold. Paragraph (d) of this section describes persons deemed not to be in a position to exercise substantial influence. Whether any person who is not described in paragraph (b), (c) or (d) of this section is a disqualified person with respect to a transaction for purposes of section 4958 is based on all relevant facts and circumstances, as described in paragraph (e) of this section. Paragraph (f) of this section describes special rules for affiliated organizations. Examples in paragraph (g) of this section illustrate these categories of persons. (2) Transition rule for lookback period. In the case of any excess benefit transaction occurring before September 14, 2000, the lookback period described in paragraph (a)(1) of this section begins on September 14, 1995, and ends on the date of the transaction. (b) Statutory categories of disqualified persons(1) Family members. A person is a disqualified person with respect to any transaction with an applicable tax-exempt organization if the person is a member of the family of a person who is a disqualified person described in paragraph (a) of this section (other than as a result of this paragraph) with respect to any transaction with the same organization. For purposes of the following sentence, a legally adopted child of an individual is treated as a child of such individual by blood. A person's family is limited to (i) Spouse; (ii) Brothers or sisters (by whole or half blood); (iii) Spouses of brothers or sisters (by whole or half blood); (iv) Ancestors; (v) Children; (vi) Grandchildren; (vii) Great grandchildren; and (viii) Spouses of children, grandchildren, and great grandchildren. (2) Thirty-five percent controlled entities(i) In general. A person is a disqualified person with respect to any transaction with an applicable tax-exempt organization if the person is a 35-percent controlled

entity. A 35-percent controlled entity is (A) A corporation in which persons described in this section (except in paragraphs (b)(2) and (d) of this section) own more than 35 percent of the combined voting power; (B) A partnership in which persons described in this section (except in paragraphs (b)(2) and (d) of this section) own more than 35 percent of the profits interest; or (C) A trust or estate in which persons described in this section (except in paragraphs (b)(2) and (d) of this section) own more than 35 percent of the beneficial interest. (ii) Combined voting power. For purposes of this paragraph (b)(2), combined voting power includes voting power represented by holdings of voting stock, direct or indirect, but does not include voting rights held only as a director, trustee, or other fiduciary. (2) Facts and circumstances tending to show substantial influence. Facts and circumstances tending to show that a person has substantial influence over the affairs of an organization include, but are not limited to, the following (i) The person founded the organization; (ii) The person is a substantial contributor to the organization (within the meaning of section 507(d)(2) (A)), taking into account only contributions received by the organization during its current taxable year and the four preceding taxable years; (iii) The person's compensation is primarily based on revenues derived from activities of the organization, or of a particular department or function of the organization, that the person controls; (iv) The person has or shares authority to control or determine a substantial portion of the organization's capital expenditures, operating budget, or compensation for employees; (v) The person manages a discrete segment or activity of the organization that represents a substantial portion of the activities, assets, income, or expenses of the organization, as compared to the organization as a whole; (vi) The person owns a controlling interest (measured by either vote or value) in a corporation, partnership, or trust that is a disqualified person; or (vii) The person is a non-stock organization controlled, directly or indirectly, by one or more disqualified persons. (3) Facts and circumstances tending to show no substantial influence. Facts and circumstances tending to show that a person does not have substantial influence over the affairs of an organization include, but are not limited to, the following (i) The person has taken a bona fide vow of poverty as an employee, agent, or on behalf, of a religious organization;

(ii) The person is a contractor (such as an attorney, accountant, or investment manager or advisor) whose sole relationship to the organization is providing professional advice (without having decision-making authority) with respect to transactions from which the contractor will not economically benefit either directly or indirectly (aside from customary fees received for the professional advice rendered); (iii) The direct supervisor of the individual is not a disqualified person; (iv) The person does not participate in any management decisions affecting the organization as a whole or a discrete segment or activity of the organization that represents a substantial portion of the activities, assets, income, or expenses of the organization, as compared to the organization as a whole; or (v) Any preferential treatment a person receives based on the size of that person's contribution is also offered to all other donors making a comparable contribution as part of a solicitation intended to attract a substantial number of contributions.