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CS Multi-Cultural Senior Activities 2016CAO Contract Log # COUNTY OF MARIN Dept. Contract Log # PROFESSIONAL SERVICES CONTRACT 2012 - Edition 1 THIS CONTRACT is made and entered into this 1st day of July, 2016, by and between the COUNTY OF MARIN, hereinafter referred to as "County" and City of San Rafael, hereinafter referred to as "Contractor." RECITALS: WHEREAS, County desires to retain a person or firm to provide the following service: Multi -Cultural Senior Center Activities; and WHEREAS, Contractor warrants that it is qualified and competent to render the aforesaid services; NOW, THEREFORE, for and in consideration of the Contract made, and the payments to be made by County, the parties agree to the following: 1. SCOPE OF SERVICES: Contractor agrees to provide all of the services described in Exhibit A attached hereto and by this reference made a part hereof. 2. FURNISHED SERVICES: The County agrees to: A. Guarantee access to and make provisions for the Contractor to enter upon public and private lands as required to perform their work. B. Make available all pertinent data and records for review. C. Provide general bid and Contract forms and special provisions format when needed. 3. FEES AND PAYMENT SCHEDULE: The fees and payment schedule for furnishing services under this Contract shall be based on the rate schedule which is attached hereto as Exhibit B and by this reference incorporated herein. Said fees shall remain in effect for the entire term of the Contract. Contractor shall provide County with his/her/its Federal Tax I.D. number prior to submitting the first invoice. 4. MAXIMUM COST TO COUNTY: In no event will the cost to County for the services to be provided herein exceed the maximum sum of $10,000 including direct non -salary expenses. As set forth in section 14 of this Contract, should the funding source for this Contract be reduced, Contractor agrees that this maximum cost to County may be amended by written notice from County to reflect that reduction. 5. TIME OF CONTRACT: This Contract shall commence on July 1, 2016, and shall terminate on June 30, 2017. Certificate(s) of Insurance must be current on day Contract commences and if scheduled to lapse prior to termination date, must be automatically updated before final payment may be made to Contractor. The final invoice must be submitted within 30 days of completion of the stated scope of services. 6. INSURANCE: Commercial General Liabilitv: The Contractor shall maintain a commercial general liability insurance policy in the amount of $1,000,000 ($2,000,000 aggregate). The County shall be named as an additional insured on the commercial general liability policy. Commercial Automobile Liabilitv: Where the services to be provided under this Contract involve or require the use of any type of vehicle by Contractor, Contractor shall provide comprehensive business or commercial automobile liability coverage, including non -owned and hired automobile liability, in the amount of $1,000,000.00. Workers' Compensation: The Contractor acknowledges the State of California requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of the Labor Code. if Contractor has employees, a copy of the certificate evidencing such insurance, a letter of self-insurance, or a copy of the Certificate of Consent to Self -Insure shall be provided to County prior to commencement of work. Errors and Omissions, Professional Liabilitv or Maloractice Insurance. Contractor may be required to carry errors and omissions, professional liability or malpractice insurance. All policies shall remain in force through the life of this Contract and shall be payable on a "per occurrence" basis unless County specifically consents to a "claims made" basis. The insurer shall supply County adequate proof of insurance and/or a certificate of insurance evidencing coverages and limits prior to commencement of work. Should any of the required insurance policies in this Contract be cancelled or non -renewed, it is the Contractor's duty to notify the County immediately upon receipt of the notice of cancellation or non -renewal. If Contractor does not carry a required insurance coverage and/or does not meet the required limits, the coverage limits and deductibles shall be set forth on a waiver, Exhibit C, attached hereto. Failure to provide and maintain the insurance required by this Contract will constitute a material breach of this Contract. In addition to any other available remedies, County may suspend payment to the Contractor for any services provided during any time that insurance was not in effect and until such time as the Contractor provides adequate evidence that Contractor has obtained the required coverage. 7. ANTI DISCRIMINATION AND ANTI HARASSMENT: Contractor and/or any subcontractor shall not unlawfully discriminate against or harass any individual including, but not limited to, any employee or volunteer of the County of Marin based on race, color, religion, nationality, sex, sexual orientation, age or condition of disability. Contractor and/or any subcontractor understands and agrees that Contractor and/or any subcontractor is bound by and will comply with the anti discrimination and anti harassment mandates of all Federal, State and local statutes, regulations and ordinances including, but not limited to, County of Marin Personnel Management Regulation (PMR) 21. 8. SUBCONTRACTING: The Contractor shall not subcontract nor assign any portion of the work required by this Contract without prior written approval of the County except for any subcontract work identified herein. If Contractor hires a subcontractor under this Contract, Contractor shall require subcontractor to provide and maintain insurance coverage(s) identical to what is required of Contractor under this Contract and shall require subcontractor to name Contractor and County of Marin as an additional insured under this Contract for general liability. It shall be Contractor's responsibility to collect and maintain current evidence of insurance provided by its subcontractors and shall forward to the County evidence of same. 9. ASSIGNMENT: The rights, responsibilities and duties under this Contract are personal to the Contractor and may not be transferred or assigned without the express prior written consent of the County. 10. LICENSING AND PERMITS: The Contractor shall maintain the appropriate licenses throughout the life of this Contract. Contractor shall also obtain any and all permits which might be required by the work to be performed herein. 11. BOOKS OF RECORD AND AUDIT PROVISION.: Contractor shall maintain on a current basis complete books and records relating to this Contract. Such records shall include, but not be limited to, documents supporting all bids, all income and all expenditures. The books and records shall be original entry books with a general ledger itemizing all debits and credits for the work on this Contract. In addition, Contractor shall maintain detailed payroll records including all subsistence, travel and field expenses, and canceled checks, receipts and invoices for all items. These documents and records shall be retained for at least five years from the completion of this Contract. Contractor will permit County to audit all books, accounts or records relating to this Contract or all books, accounts or records of any business entities controlled by Contractor who participated in this Contract in any way. Any audit may be conducted on Contractor's premises or, at County's option, Contractor shall provide all books and records within a maximum of fifteen (15) days upon receipt of written notice from County. Contractor shall refund any monies erroneously charged. 12. WORK PRODUCT/PRE-EXISTING WORK PRODUCT OF CONTRACTOR: Any and all work product resulting from this Contract is commissioned by the County of Marin as a work for hire. The County of Marin shall be considered, for all purposes, the author of the work product and shall have all rights of authorship to the work, including, but not limited to, the exclusive right to use, publish, reproduce, copy and make derivative use of, the work product or otherwise grant others limited rights to use the work product. To the extent Contractor incorporates into the work product any pre-existing work product owned by Contractor, Contractor hereby acknowledges and agrees that ownership of such work product shall be transferred to the County of Marin. 13. TERMINATION: A. If the Contractor fails to provide in any manner the services required under this Contract or otherwise fails to comply with the terms of this Contract or violates any ordinance, regulation or other law which applies to its performance herein, the County may terminate this Contract by giving five (5) calendar days written notice to the party involved. B. The Contractor shall be excused for failure to perform services herein if such services are prevented by acts of God, strikes, labor disputes or other forces over which the Contractor has no control. C. Either party hereto may terminate this Contract for any reason by giving thirty (30) calendar days written notice to the other parties. Notice of termination shall be by written notice to the other parties and be sent by registered mail. D. In the event of termination not the fault of the Contractor, the Contractor shall be paid for services performed to the date of termination in accordance with the terms of this Contract so long as proof of required insurance is provided for the periods covered in the Contract or Amendment(s). 14. APPROPRIATIONS: The County's performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Marin County Board of Supervisors, the State of California or other third party. Should the funds not be appropriated County may terminate this Contract with respect to those payments for which such funds are not appropriated. County will give Contractor thirty (30) days' written notice of such termination. All obligations of County to make payments after the termination date will cease. Where the funding source for this Contract is contingent upon an annual appropriation or grant from the Marin County Board of Supervisors, the State of California or other third party, County's performance and obligation to pay under this Contract is limited by the availability of those funds. Should the funding source for this Contract be eliminated or reduced, upon written notice to Contractor, County may reduce the Maximum Cost to County identified in section 4 to reflect that elimination or reduction. 15. RELATIONSHIP BETWEEN THE PARTIES: It is expressly understood that in the performance of the services herein, the Contractor, and the agents and employees thereof, shall act in an independent capacity and as an independent Contractor and not as officers, employees or agents of the County. Contractor shall be solely responsible to pay all required taxes, including but not limited to, all withholding social security, and workers' compensation. 16. AMENDMENT: This Contract may be amended or modified only by written Contract of all parties. 17. ASSIGNMENT OF PERSONNEL: The Contractor shall not substitute any personnel for those specifically named in its proposal unless personnel with substantially equal or better qualifications and experience are provided, acceptable to County, as is evidenced in writing. 18. JURISDICTION AND VENUE: This Contract shall be construed in accordance with the laws of the State of California and the parties hereto agree that venue shall be in Marin County, California. 19. INDEMNIFICATION: Contractor agrees to indemnify, defend, and hold County, its employees, officers, and agents, harmless from any and all liabilities including, but not limited to, litigation costs and attorney's fees arising from any and all claims and losses to anyone who may be injured or damaged by reason of Contractor's negligence, recklessness or willful misconduct in the performance of this Contract. 20. COMPLIANCE WITH APPLICABLE LAWS: The Contractor shall comply with any and all Federal, State and local laws and resolutions: including, but not limited to the County of Marin Nuclear Free Zone, Living Wage Ordinance, and Board of Supervisors Resolution #2005-97 prohibiting the off -shoring of professional services involving employee/retiree medical and financial data affecting services covered by this Contract. Copies of any of the above -referenced local laws and resolutions may be secured from the Contract Manager referenced in section 21. In addition, the following NOTICES may apply: 1. Pursuant to California Franchise Tax Board regulations, County will automatically withhold 7% from all payments made to vendors who are non-residents of California. 2. Contractor agrees to meet all applicable program access and physical accessibility requirements under State and Federal laws as may apply to services, programs or activities for the benefit of the public. 3. For Contracts involving any State or Federal grant funds, Exhibit D must be attached. Exhibit D shall consist of the printout results obtained by search of the System for Award Management at www.sam.aov. Exhibit D - Debarment Certification By signing and submitting this Contract, the Contractor is agreeing to abide by the debarment requirements as set out below. • The certification in this clause is a material representation of fact relied upon by County. • The Contractor shall provide immediate written notice to County if at any time the Contractor learns that its certification was erroneous or has become erroneous by reason of changed circumstances. • Contractor certifies that none of its principals, affiliates, agents, representatives or contractors are excluded, disqualified or ineligible for the award of contracts by any Federal agency and Contractor further certifies to the best of its knowledge and belief, that it and its principals: Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal Department or Agency; • Have not been convicted within the preceding three -years of any of the offenses listed in 2 CFR 180.800(a) or had a civil judgment rendered against it for one of those offenses within that time period; Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or Local) with commission of any of the offenses listed in 2 CFR 180.800(a); • Have not had one or more public transactions (Federal, State, or Local) terminated within the preceding three -years for cause or default. The Contractor agrees by signing this Contract that it will not knowingly enter into any subcontract or covered transaction with a person who is proposed for debarment, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. • The Contractor to this Contract and any subcontractor will provide a debarment certification that includes the debarment clause as noted in preceding bullets above, without modification. 21. NOTICES: This Contract shall be managed and administered on County's behalf by the Department Contract Manager named below. All invoices shall be submitted and approved by this Department and all notices shall be given to County at the following location: Contract Manager: Lee Pullen, Director, Aging and Adult Services Dept./Location: Department of Health and Human Services Division of Social Services, Aging & Adult Services Telephone No.: (415) 473-7118 Notices shall be given to Contractor at the following address(es): Contractor: City of San Rafael Carlene McCart, Director, Community Services Director 618 B Street Address: San Rafael, CA 94901 Telephone No. Contractor: Address: Telephone No.: (415) 485-3333 22. ACKNOWLEDGEMENT OF EXHIBITS: Check applicable Exhibits CONTRACTOR'S INITIALS EXHIBIT A. ® Scope of Services EXHIBIT B. ® Fees and Payment EXHIBIT C. ❑ Insurance Reduction/Waiver EXHIBIT D. ® Contractor's Debarment Certification EXHIBIT E. ❑ Subcontractor's Debarment Certification OTHER REQUIRED ® Exhibit G: Audits/Non-Discrimination EXHIBITS INNS USE ❑ Exhibit K: Aging & Adults Programs ONLY) ❑ Exhibit K1: Terms & Conditions IN WITNESS WHEREOF, the parties have executed this Contract on the date first above written. CONTR TOR: APPROVED BY COUNTY OF MARIN: By: Name: �</�'� ��r 1 Title: /tet ,4-�� Ve By: ,l C my Administrator iIii i.IiiiiuiiIiiiiii.ii iiigiii iiiii:iii.WiiAIiii.iiiiiiiiiiiiii,6i Ili iiifiiiiiii66N.ii.6i.lIMIW&IIii6iihii6iiaiiiiitIiIIAIiiiiIGi9.IiiiiiIaWill iiiiiiiiYl COUNTY COUNSEL REVIEW AND APPROVAL (required if template content has been modified) County Counsel: 5 Date: EXHIBIT "A" SCOPE OF SERVICES MARIN COUNTY DEPARTMENT OF HEALTH & HUMAN SERVICES DIVISION OF SOCIAL SERVICES AGING AND ADULT SERVICES July 1, 2016 - June 30, 2017 Provider: City of San Rafael Program Name: Multicultural Senior Center Activities Program Goal: Arrange or provide organized art, educational health, recreational, social and volunteer opportunities for persons 60 years and older in order to promote their wellness and enhance their quality of life. Performance Objectives: At least 80% of clients will report "high to "very high" satisfaction with the program. Program Definition: Services designed to enable older individuals to attain and/or maintain physical and mental well-being such as recreation, music, creative arts, physical activity, education, leadership development and other supportive services not covered under other service categories. Development and provision of new volunteer opportunities and services and creation of additional services and programs to remedy gaps and deficiencies in existing services. Entertainment costs such as tickets to shows or sporting events, meals, lodging, rentals, transportation and gratuities are not allowable. Minimum Units of Service Required Units of service: hours Minimum number of hours: 1,000 Contract Award: $10,000 Geographic Area/Persons to be served: Marin County Service Provider shall have the capacity to conduct and comply, at a minimum, to the following: Cooperate with the Area Agency on Aging in its annual monitoring of the funded program, including monitoring for compliance with program, fiscal, and regulatory requirements and standards. Perform the activities in the agency's bid/proposal in response to the Request for Proposal for the contracted service, as negotiated and approved by Aging and Adult Services. In the event the service levels specified in the bid/proposal are not attained, Aging and Adult Service will be permitted to reduce the contractor's budget. The scope of service outlined in this exhibit reflects the service level agreed upon between Aging and Adult Services and the contractor. Agree not to use contract funds to pay the salary or expenses of any individual who is engaging in activities designed to influence legislation or appropriations pending before the Congress. Submit a detailed program budget within 15 days of receiving the budget template provided by the County. The program budget must be submitted prior to issuance of the County Contract. 0 All required elements in the budget including, but not limited to, the agency's matches, project income, and in- kind contributions must be identified. Indirect costs are limited to a maximum indirect cash cost of 10% of the direct cash cost, less Capital Equipment. The program match for I I I B supportive services is 10%. Contractor must show proof of meeting match cash or in-kind match by documenting on the program budget as described above and on monthly invoices. Monthly invoice data must be submitted to Aging and Adult Services no later than the 10th working day of the month for the prior month. Each monthly invoice must include documentation to support the expenditures claimed for payment. There must also be supporting documentation for all monthly Match Cash, Match In -Kind, Non -match Cash, and Non -Match In -Kind, program income claiming. The invoice request for funds must be accompanied by supporting documentation before payment. During the fiscal year an in-depth fiscal monitoring will be performed. At this time the County will verify expenditures, revenue, and match, and general ledger items for selected samples among other documentation. After the end of the fiscal year a contract resolution will be conducted where expenditures, payments, and match for the full fiscal year are verified via independent single audit, contractor general ledger, or both. The omission or lack of supporting documentation may result in contract noncompliance and/or nonpayment. Submit monthly service unit data report by the 10th working day of the month for the prior month. Enter data directly in the Get Care/CARS in order to comply with the California Department of Aging, National Aging Program Information System and Aging and Adult Services reporting requirements. This requirement does not apply to the Title V program, and specific data reporting policies of this program must be followed. Offer opportunity for clients to make voluntary confidential contributions to the agency for services received. Contribution request must include the following information: there is no obligation to contribute; contributions are voluntary; and service will not be denied based on ability to make contributions. This requirement does not apply to the Title V program. Maintain a Client Grievance Policy and process which is approved by Aging and Adult Services prior to being put into use. Policy must have specific timelines for every level of the grievance. Revise the policy as necessary after the annual program monitoring to be in compliance with the requirements of the California Department of Aging. Notify all clients of the grievance process. Provider grievance policy must be posted in a visible area accessible to clients and distributed at time of intake. Provide a copy of the service provider's grievance policy to all homebound clients. On an annual basis, agency staff that handle personal, sensitive, or confidential information must attend a Security Awareness training conducted by the California Department of Aging. Maintain a log of attendees and completion certificates for those staff attending. All publications and written materials developed by the program must include the following statement: "Funding for this program, at least in part, is made available by the Older Americans Act, administered locally by the Marin Department of Health and Human Services, Aging and Adult Services." Attend all mandatory contractors' meetings scheduled by the Aging and Adult Services. Maintain an updated organizational emergency/disaster preparedness or continuity of operations plan. Minority Service Priority [pursuant to Older Americans Act Sec.306. (a)(5)(A)(ii)] Provider must prioritize services to low income minority individuals. In order to satisfy the service needs of this population, the provider will give priority to minority persons when hiring new staff or recruiting new volunteers. 7 Services to lesbian, gay, bisexual, and transgender older adults: [pursuant to the Older Californians Equity and Protection Act (AB 2920)]: Provider must ensure that programs and services are available to all older adults regardless of sexual orientation and gender identity. Aging and Adult Services will monitor provider's efforts applicable to the program to reach lesbian, gay, bisexual, and transgender older adults. Service priority for frail, homebound or isolated elderly 45CFR1321.69 Persons age 60 or over who are frail, homebound by reason of illness or incapacitating disability, or otherwise isolated, shall be given priority in the delivery of services. Program evaluations to be conducted annually using template provided by Aging and Adult Services. Program Specific Requirements: Provide programs and activities targeting the population of low- income older adults including minorities and limited English —proficient residents focusing on recreation, health, nutrition and education. Publicize programs and events to older adults, service providers, and community agencies in Central Marin. Develop volunteer sign -in sheets to track the number of volunteers and volunteer hours. Develop a methodology to calculate the number of unduplicated clients served by the program. 8 EXHIBIT "B" FEES AND PAYMENT SCHEDULE B.1. BASE CONTRACT FEE: COUNTY shall pay CONTRACTOR during the term of this contract (July 1, 2016 through June 30, 2017). Contractor shall submit requests for payment. No costs incurred by CONTRACTOR prior to the effective date of the contract should be included in the invoices, nor paid by the COUNTY. B.2. CONSIDERATIONS: In no event shall total compensation paid to Contractor under this provision exceed $10,000 without a written amendment to this Agreement, approved by the County of Marin. Said sum to be payable as follows: subject to the availability of funds, compliance with insurance requirements as hereinafter provided, and completion of the contract services to County's satisfaction. Payment amount will be based upon receipt of contractor's financial statement and request for funds, as expended. Payment will be made following County's receipt of a timely, accurate and accepted invoice to be submitted no later than the 10th of the following month. 9 EXHIBIT "G" AUDITS, NON-DISCRIMINATION AUDITS/RECORDS: 1.1 Contractor shall maintain books, records, files, documents and other evidence directly pertinent to all work under this Agreement in accordance with accepted professional practices and accounting procedures and according to statutory agreements for the applicable time mandated, and in no case less than seven (7) years after the termination of the Agreement. County, or any of its duly authorized representatives, shall have access to such books, records, files, documents and other evidence for purposes of inspection, evaluation, audit or copying. Contractor will furnish County a certified copy of an Audit Report from an independent CPA firm by October 31, for the report covering the County's fiscal year that ended the previous June 30. The Audit Report will cover the County's fiscal year and include the independent CPA firm's review of each program operated by Contractor, with review of both expenditures and revenues for each program. 1.2 Contractor will provide County with a letter from the chair of the Contractor's Board of Directors certifying that the Board of Directors has reviewed the Audit Report. 2. NON-DISCRIMINATION IN THE PROVISION OF SERVICES: 2.1 Contractor and/or any permitted subcontractor shall not unlawfully discriminate against any individual based upon race, religious creed, color, national origin, ancestry, medical condition, marital status, sex, sexual orientation, age or condition of disability. Contractor and/or any permitted subcontractor understands and agrees that Contractor and/or any permitted subcontractor is bound by and will comply with the nondiscrimination mandates of all Federal, State and local statutes, regulations and ordinances. In the performance of the terms of this Agreement, Contractor shall not discriminate against any employee or applicant for employment, or against any applicant for or beneficiary of services, because of race, sex, sexual orientation, HIV status, color, religion, ancestry, national origin, age, disability, or any other unlawful basis. 2.2 Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated fairly during employment without regard to their race, sex, sexual orientation, HIV status, color, religion, ancestry, national origin, age, or disability. Such action shall include, but not be limited to, employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall post in conspicuous places, available to employees and applicants for employment, notices setting forth Fair Employment Practices outlined in this section. Contractor shall permit access to its records of employment, employment advertisements, application forms, and other pertinent data and records by the State Fair Employment Practice Commission, or any other agency of the State of California designated by the awarding authority, for the purpose of investigation to ascertain compliance with the Fair Employment Practices section of this Agreement. 2.3 Contractor shall develop and implement policies and procedures to ensure that all services provided under this Agreement are rendered in a manner that conforms to all local, State and federal non-discrimination statutes, regulations and ordinances, including but not limited to race, gender, national origin, disability or medical condition such as a diagnosis of Acquired Immune Deficiency Syndrome (AIDS), or upon testing positive for Human Immunodeficiency Virus (HIV), or all other applicable nondiscrimination provisions. Contractor shall ensure that its staff is adequately trained regarding these non-discrimination provisions, policies and procedures, including those that involve specific disease -related problems, issues and special recovery needs. 10 3. Disaster Plan: 3.1 Contractor shall have in place, and shall provide to the County, its plan for the referral and/or treatment of clients in the case of a disaster. 4. Drug -Free Workplace Requirements: 4.1 Contractor will comply with the requirements of the Drug -Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions: Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations. Establish a Drug -Free Awareness Program to inform employees about: The danger of drug abuse in the workplace The person's or organization's policy of maintaining a drug-free workplace Any available counseling, rehabilitation and employee assistance programs, and, Penalities that may be imposed upon employees for drug abuse violations 11 EXHIBIT "K" AGING AND ADULT SERVICES PROGRAMS 1. Contractor's Compliance with Provisions of State Contract Contractor acknowledges that this Agreement is a subcontract to an Agreement between the County and the State (hereinafter "State Contract"). The State Contract requires that the County contractually obligate any of its subcontractors to also comply with the terms and conditions of the State Contract. Contractor hereby agrees to comply with the terms and conditions of the State Contract, a copy of which is attached hereto as Exhibit K-1. In addition, funds available under this Contract are depending upon funding from the state. Lack of funding from the State will result in termination of this Agreement. In the event the State Contract requires the County to notify the State of a breach of privacy and/or security of personally identifiable information (hereinafter "PII") and/or protected health information (hereinafter "PHI"), Contractor shall immediately upon discovery of a breach of privacy and/or security of PII and/or PHI by Contractor, notify County of such breach by telephone and email or facsimile. Contractor further agrees that it shall notify County of any such breaches prior to the time the County is required to notify the State pursuant to the State Contract. In the event the State Contract requires the County to pay any costs associated with a breach of privacy and/or security of PII and/or PHI, including but not limited to the costs of notification, Contractor shall pay on Count's behalf any and all such costs arising out of a breach of privacy and/or security of PII and/or PHI by Contractor. 12 EXHIBIT "K.1" STATE OF CALIFORNIA AREA PLAN TERMS AND CONDITIONS AND TITLE V TERMS AND CONDITIONS Contractor will comply with the requirements of the California Department of Aging Area Plan Terms and Conditions (AP Scope of Work: Exhibits A, B, D and E) from the Area Agency on Aging (PSA 5) or if applicable, a copy of the Title V Terms and Conditions (TV Scope of Work: Exhibits A, B, D and E). By signing below, the contract administrator at the office of the Area Agency on Aging confirms this document has been delivered with the contract package. The Area Agency on Aging will maintain a hard copy of the Area Plan (AP) Terms and Conditions and Title V (TV) Terms and Conditions in the office of the Area Agency on Aging's State Contract folder. Copies of the Area Plan (AP) Terms and Conditions and Title V (TV) Terms and Conditions are also maintained at the Board of Supervisor's Office. This is to confirm the Area Plan Terms and Conditions or Title V Terms and Conditions have been sent to the provider as part of the contract. Due to the size of the document, a copy is not being made for each contract file. A hard copy and electronic copy are available in the program office at the Area Agency on Aging. AAA Contract dministrator's Signature 13 Date sig/ednocuments mailed CALIFORNIA JOINT POWERS IMRISK MANAGEMENT AUTHORITY Accredited with Excellence from the California Association of Joint Powers Authorities CERTIFICATE OF COVERAGE Certificate Holder and Additional Covered Party: County of Marin Dept. of Health & Human Services Division of Social Services, Aging & Adult Services 10 North San Pedro Road, Suite 1023 San Rafael, CA 94903 Attn: Lee Pullen, Director This certifies that the coverage Described herein has been issued to: City of San Rafael Description of Activity: Multicultural Senior Center Activities - arrange or provide organized art, educational, health, recreational, social, and volunteer opportunities for multicultural and older persons with limited English proficiency 60 years and older Date(s) of Activity: July 01, 2016 to June 30, 2017 Location of Activity: Boro Community Center, 50 Canal Street San Rafael, CA Entity Providing Coverage Excess Coverage Certificate Expiration Date California Joint Powers Risk Management Authority $500,000 June 30, 2017 excess of $500,000 The following coverage is in effect and is provided through participation in a risk sharing joint powers authority: general liability and automobile liability pooled self-insurance, as defined in the Memorandum of Coverage on file with the entity and which will be made available upon request. The coverage being provided is limited to the activity and the time period indicated herein and is subject to all the terms, conditions and exclusions of the Memorandum of Coverage of the California Joint Powers Risk Management Authority. Pursuant to Section H, subsection 8, relating to the definition of a covered parry, the certificate holder named herein is only an additional covered party for covered claims arising out of the activity described herein and is subject to the limits stated herein. Coverage is in effect at this time and will not be cancelled, limited or allowed to expire at a date other than that indicated herein except upon 30 days written notice to the certificate holder. ARAL 18.2016 Dat TV - 4uthorized Signature Certificate Number: 2016-2017-COC1348 Form C 7 David F Clovis, ARM, General Manager Name and Title (Print or type) 3201 Doolan Road, Suite 285 • Livermore, CA 94551 • Phone (925) 837-0667 9 FAX (925) 290-1543 b CITY OF :.• r- MAYOR GARY G. PIIILLII'S VICE MAYOR ANDREW NICCUL.LOUGI I COUNCIUMENIBER MARIBrrn BusHm, Cot)NCIINEMBER KATE• COI.IN COUNCIDOEMBLIt JOAN GAN'IBL.IN 'tom_ OFFICE OF TILE CITY ATTORNEY Robert F Epstein, City Attorney Lisa A. Goldtien, Assistant City Attorney Eric T. Davis, Deputy City Attorney 11 August 21, 2015 Lee Pullen, Director Dept. of Health and Human Services Division of Aging & Adult Services 10 N. San Pedro Road, Suite 1012 San Rafael, CA 94903 Re: City of San Rafael Self -Insurance, Multicultural Senior Activities Dear Mr. Pullen: The City of San Rafael, as permitted under State law, is self-insured for general liability, including automobile liability, for the first $500,000. Accordingly, the City does not have a commercially issued general liability insurance policy. Additional insurance for the coverage required by your contract is provided by a public entity excess liability pool in which the City participates. The pool, the California Joint Powers Risk Management Authority (CJPRMA) provides the City's coverage in excess of $500,000 under a Memorandum of Coverage. Enclosed is a copy of a Certificate of' Coverage showing the County of Marin as an additional insured. With respect to Worker's Compensation liability, the City is self-insured for the first $1,000,000 and has a separate excess liability policy from Safety National Casualty Corporation, as detailed on the enclosed copy of the City of San Rafael's Certificate for Specific Excess Workers' Compensation and Employers' Liability Insurance. Because it is a local governmental agency existing in the State of California and because it is entitled to self -insure under the Government Code, the City assumes that this letter will satisfy the insurance requirements of the Agreement between the County of Marin and the City of San Rafael, for the arratlaetient or plvvision Of ti• ,116CLIlfti al Senior Centet- Activities. Please call the City Attorney's Office at 485-3080 should you have any questions regarding insurance. Very truly yours, \_1 f LISA A. GOLDFIEN Assistant City Attorney Enclosures cc: Carol Jacobs-Courtz, Program Director/Older Adult Services 1400 Fifth Avenue (P.O. Box 151560) San Rafael, CA 94915-1560 PI LONE: (415) 485-3080 / FAX: (415) 485-3109 / EMAIL: city.attoniey@cityofs-,iilrafael.org cityofsanrafael.org SAM Search Results List of records matching your search for Search Term : City* of San* Rafael* Record Status: Active IENTiTY ISAN RAFAEL, CITY OF Status:Active DUNS: 198423832 +4: CAGE Code: 4TB82 DoDAAC: Expiration Date: Mar 10, 2017 Has Active Exclusion?: No Delinquent Federal Debt?: No Address: 1400 5TH AVE City: SAN RAFAEL State/Province: CALIFORNIA ZIP Code: 94901-1943 Country: UNITED STATES [ENTITY. ' ISAN RAFAEL, CITY OF Status:Active DUNS: 082447459 +4: CAGE Code: 3ULX3 DoDAAC: Expiration Date: Feb 28, 2017 Has Active Exclusion?: No Delinquent Federal Debt?: No Address: 1400 5TH AVE City: SAN RAFAEL State/Province: CALIFORNIA ZIP Code: 94901-1943 Country: UNITED STATES June 30, 2016 2:18 PM Page 1 of 1 DEPARTMENT OF HEALTH AND HUMAN SERVICES ............................... .... ....... .......................................................... COUNTY OF MARIN Promoting and protecting health, well-being, self-sufficiency, and safety of all in Morin MARIN July 18, 2016 H EALTH & HUMAN SERVICES Carol Jacobs-Courtz, Sr. Recreation Supervisor Heidd,.Well-being C, iaferi- City of San Rafael Community Services Dept. 618 "B" Street Grant Nash Colfax, MD San Rafael, CA 94901 DIRECTOR Please sign the agreements along with initialing each checked exhibit on page 5, and return all three agreements, program budget documents, and proof of insurance coverage to the Department of Health and Human Services by August 15, 2016. The enclosed scope of services from the California Department of Aging should be retained with your contract files. We look forward to working with you and your staff to provide critical services to Marin's older adults. Please contact your contract liaison, Michele McCabe, if you have any questions about the contract process. Sincerely, Lee Ilen, Director Area ency on Aging Enclosures Re: Department of Health and Human Services Contract: FY 2016/2017 Kari Beuerman HHS ASSISTANT DIRECTOR Dear Carol, SOCIAL SERVICES Lee Pullen Enclosed, please find three copies of the agreement between the City of San Rafael DIVISION DIRECTOR and the County of Marin, Department of Health and Human Services for July 1, 2016 through June 30, 2017 to provide Multi -Cultural Senior Activities in the amount of $10,000. Aging and Adult Services 10 North San Pedro Road Insurance Suite 1023 Please obtain a current Certificate of General Liability Insurance, and Automobile San Rafael, CA 94903 Liability on ACORD Form 25 from your insurance carrier and a current Schedule B, 415 473 7118 T which designates the County of Marin, Department of Health and Human Services as 415 473 7042 F the "Additional Insured," and submit with your three signed contract agreements. 415 473 3232 TTY Please note that the Schedule B is also known as Additional Insured. WWW.marinhhs.org/aging- adult-services Budget Please prepare and submit your program budget by August 15, 2016. The Grant Award column should reflect your Area Agency on Aging Grant from the Older Americans/Older Californians Act. Please sign the agreements along with initialing each checked exhibit on page 5, and return all three agreements, program budget documents, and proof of insurance coverage to the Department of Health and Human Services by August 15, 2016. The enclosed scope of services from the California Department of Aging should be retained with your contract files. We look forward to working with you and your staff to provide critical services to Marin's older adults. Please contact your contract liaison, Michele McCabe, if you have any questions about the contract process. Sincerely, Lee Ilen, Director Area ency on Aging Enclosures EXHIBIT "K.1" STATE OF CALIFORNIA AREA PLAN TERMS AND CONDITIONS AND TITLE V TERMS AND CONDITIONS Contractor will comply with the requirements of the California Department of Aging Area Plan Terms and Conditions (AP Scope of Work: Exhibits A, B, D and E) from the Area Agency on Aging (PSA 5) or if applicable, a copy of the Title V Terms and Conditions (TV Scope of Work: Exhibits A, B, D and E). By signing below, the contract administrator at the office of the Area Agency on Aging confirms this document has been delivered with the contract package. The Area Agency on Aging will maintain a hard copy of the Area Plan (AP) Terms and Conditions and Title V (TV) Terms and Conditions in the office of the Area Agency on Aging's State Contract folder. Copies of the Area Plan (AP) Terms and Conditions and Title V (TV) Terms and Conditions are also maintained at the Board of Supervisor's Office. This is to confirm the Area Plan Terms and Conditions or Title V Terms and Conditions have been sent to the provider as part of the contract. Due to the size of the document, a copy is not being made for each contract file. A hard copy and electronic copy are available in the program office at the Area Agency on Aging. AAA Contract Administrator's Signature Date signed and documents mailed 13 Exhibit A — Scope of Work SCOPE OF WORK 1. Contractor agrees to provide to the California Department of Aging services under Agreement No. AP -1617-05, in accordance with this Agreement. 2. The services shall be performed in Planning and Service Area(s): 5. 3. The services shall be provided as needed. 4. The project representatives during the term of this agreement will be: State Agency: California Department of Aging Name: June Ditgen Phone (916) 419-7556 Fax: (916) 928-2510 Direct all contract inquiries to: State Agency: California Department of Aging Section/Unit: Business Services and Contracts Attention: Don Fingado Address: 1300 National Drive, Suite 200 Sacramento, CA 95834 Phone: (916) 419-7157 Fax: (916) 928-2500 Email: don.fingado@aging.ca.gov Contractor County of Marin Name: Lee Pullen Phone: (415) 473-2689 Fax: (415) 473-7042 Contractor: County of Marin Section/Unit: Area Agency On Aging Attention: Gary Lara Address: 10 North San Pedro Road, Suite 1023 San Rafael CA 94903-4155 Phone: (415) 473-7537 Fax: (415) 473-7042 Email: agingandadult@marincounty.org Page 1 of 15 Scope of Work — Exhibit A AP 16-17 Contract ARTICLE I. PROGRAM DEFINITIONS A. Definitions Specific to Title III and Title VII Programs Child means an individual who is not more than eighteen (18) years of age or who is an individual with a disability. [OAA § 372(a)(1)] 2. Coordination means activities that involve the active participation of the Area Agency on Aging (AAA) staff to include liaison with non -Older Americans Act (OAA) funded agencies and organizations for the purpose of avoiding duplication, improving services, resolving problems related to service delivery, and addressing the service needs of the eligible service population. 3. Eligible Service Population for Title III B and D means individuals sixty (60) years of age or older, with emphasis on those in greatest economic and social need with particular attention to low-income minority older individuals, older individuals with Limited English Proficiency (LEP), and older individuals residing in rural areas. [OAA § 305 (a)(2)(E); 22 CCR 7119, 7125, 7127, 7130, 7135 and 7638.7] 4. Eligible Service Population for Title III C-1 and C-2 means individuals sixty (60) years of age or older, with emphasis on those in greatest economic and social need with particular attention to low-income minority older individuals, older individuals with LEP, and older individuals residing in rural areas. [OAA § 305 (a)(2)(E); 22 CCR 7125, 7127, 7130, 7135] a. Individuals eligible to receive a meal at a congregate nutrition site are: (i) Any older individual. (ii) The spouse of any older individual. (iii) A person with a disability, under age sixty (60) who resides in housing facilities occupied primarily by older individuals at which congregate nutrition services are provided. (iv) A disabled individual who resides at home with and accompanies an older individual who participates in the program. (v) A volunteer under age sixty (60), if doing so will not deprive an older individual sixty (60) or older of a meal. [CCR 7636.9(b)(3); CCR 7638.7(b) and OAA 339(H)] Page 2 of 16 Scope of Work — Exhibit A AP 16-17 Contract ARTICLE[. PROGRAM DEFINITIONS (Continued) b. Individuals eligible to receive a home -delivered meal are individuals who are: (i) An older individual who is frail as defined by 22 CCR 7119, and homebound by reason of illness, disability, or isolation. (These individuals shall be given priority). (ii) A spouse of a person in 22 CCR 7638.7(c)(2), regardless of age or condition, if an assessment concludes that is in the best interest of the homebound older individual. (iii). An individual with a disability who resides at home with older individuals, if an assessment concludes that it is in the best interest of the homebound older individual who participates in the program. 5. Eligible Service Population for Title III E means an adult family member, or another individual, who is an informal provider of in-home and community care to an older individual or to an individual with Alzheimer's disease or a related disorder with neurological and organic brain dysfunction. [OAA § 302(3)] 6. Grandparent or Older Individual Who is a Relative Caregiver means a grandparent or step -grandparent of a child, or a relative of a child by blood, marriage, or adoption, who is fifty-five (55) years of age or older, and who: a. Lives with the child; b. Is the primary caregiver of the child because the biological or adoptive parents are unable or unwilling to serve as the primary caregiver of the child; and C. Has a legal relationship with the child, such as legal custody or guardianship, or is raising the child informally. [OAA § 372(a)(2)(A)-(C)] 7. Indirect Costs means costs incurred for a common or joint purpose benefiting more than one cost objective and not readily assignable to the cost objective specifically benefited, without effort disproportionate to the results achieved. Page 3 of 16 Scope of Work — Exhibit A AP 16-17 Contract ARTICLE I. PROGRAM DEFINITIONS (Continued) 8. Individual with Severe Disability(ies) means a person with a severe, chronic disability attributable to mental or physical impairment that is likely to continue indefinitely and results in substantial functional limitation in three or more major life activities. [OAA § 102(a)(48)] 9. In-kind Contributions means the value of non-cash contributions donated to support the project or program (e.g., property, service, etc.). 10. Matching Contributions means local cash and/or in-kind contributions made by the Contractor, a subcontractor, or other local resources that qualify as match for the Contract funding. 11. Non -Matching Contributions means local funding that does not qualify as matching contributions and/or is not being budgeted as matching contributions (e.g., federal funds, overmatch, etc.). 12. Nutrition Services Incentive Program (NSIP) means the program whose purpose is to provide incentives to encourage and reward effective performance by AAAs in the efficient delivery of nutritious meals to older individuals. The program consists of a cash allotment based on the ratio of the number of meals served by each Planning and Service Area (PSA) compared to the total number of meals served in the State in the prior - prior federal fiscal year. 13. One -Time -Only Funds means: a. Titles III and VII federal funds allocated to the AAA in a State fiscal year that are not expended or encumbered for services and administration provided by June 30 of that fiscal year as reported to the California Department of Aging (CDA) in the Area Plan Financial Closeout Report. [22 CCR 7314(x)(6)] b. Title III and VII federal funds recovered from an AAA as a result of a fiscal audit determination and resolution by CDA. [22 CCR 7314(a)(7)] C. Supplemental Title III and Title VII program funds allocated by the Administration on Aging to CDA as a result of the federal reallotment process. [22 CCR 7314(a)(8)] 14. Priority Services for Title III B means those services associated with access to services (transportation, outreach, information and assistance, and case management); in-home services including supportive services such as respite and visiting, for families of older individuals who are Page 4 of 16 Scope of Work — Exhibit A AP 16-17 Contract ARTICLE I. PROGRAM DEFINITIONS (Continued) victims of Alzheimer's disease and related disorders with neurological and organic brain dysfunction; and legal assistance. 15. Priority Services for Title III E means services provided to family caregivers who care for individuals with Alzheimer's disease or related disorders with neurological and organic brain dysfunction, and to grandparents or older individuals, who are relative caregivers who care for children with severe disabilities. [OAA § 372(b)(1)-(2)] 16. Program Development means activities that either establish a new service or expand or integrate existing services. 17. Program Income means revenue generated by the Contractor or the Subcontractor from contract -supported activities and may include: a. Voluntary contributions received from a participant or other party for services received. b. Income from usage or rental fees of real or personal property acquired with grant funds or funds provided under this Agreement. C. Royalties received on patents and copyrights from contract - supported activities. d. Proceeds from the sale of items purchased under a CDA contract agreement. 18. Program Requirements means Title III program requirements found in the OAA [42 USC 3001-3058]; the Code of Federal Regulations [45 CFR 1321]; the California Code of Regulations [22 CCR 7000 et seq.]; and CDA Program Memoranda, and California Retail Food Code (CRFC). 19. Title III B (Supportive Services) means a variety of services including, but not limited to: personal care, homemaker, chore, adult day health care, case management, assisted transportation, transportation, legal assistance, information and assistance, outreach, and long-term care ombudsman advocacy, as defined in the National Aging Programs Information Systems (NAPIS) categories and the National Ombudsman Reporting System (NORS). [OAA § 321(a)] 20. Title III C-1 (Congregate Nutrition Services) means nutrition services for older individuals in a congregate setting. Services include meals, nutrition and health promotion education, health promotion programs, nutrition risk screening, and opportunities for socialization. Each meal shall provide Page 5 of 16 Scope of Work — Exhibit A AP 16-17 Contract ARTICLE I. PROGRAM DEFINITIONS (Continued) one-third (1/3) of the Dietary Reference Intakes (DRI) and comply with the most current Dietary Guidelines for Americans (DGA). To be an eligible Title III C-1 congregate nutrition site, the site must meet all of the following criteria: [22 CCR 7638.7(a)] a. Be open to the public. [45 CFR 1321.53(b)(3)] b. Not means test. [OAA § 315(b)(3)] C. Provide participants the opportunity to make voluntary contributions and not deny service for not contributing to the cost of the service. [OAA § 315(b)(4)] [22 CCR 7638.9] d. Not receive funds from another source for the cost of the same meal, equipment, or services. [2 CFR 200.403(f)][45 CFR 75.403(f)] 21. Title III C-2 (Home -Delivered Nutrition Services) means nutrition services provided to homebound older individuals including meals, nutrition and health promotion education, and nutrition risk screening. Each meal shall provide one-third (1/3) of the DRI and comply with the most current Dietary Guidelines for Americans. [22 CCR 7135, 22 CCR 7638.7(c)] 22. Title III D (Disease Prevention and Health Promotion Services) means disease prevention and health promotion programs that are based on scientific evidence and demonstrated through rigorous evaluation to be effective in improving the health of older adults. Title III D evidence -based health promotion programs help older adults learn techniques and strategies to delay and/or manage chronic health conditions and include activities that improve nutrition, physical fitness, fall prevention, and emotional well-being. [OAA 361 Part D] Page 6 of 16 Scope of Work — Exhibit A AP 16-17 Contract ARTICLE I. PROGRAM DEFINITIONS (Continued) 23. Title III E Family Caregiver Support Program (FCSP) Categories are: a. Information Services b. Access Assistance C. Support Services d. Respite Care e. Supplemental Services [OAA 373(b)(1)(2)(3)(4)(5)] B. Definitions Specific to Title VII -A (Allotments for Vulnerable Elder Riahts Protection Activities) 1. Eligible Service Population means older individuals, sixty (60) years of age or older, who are residents of long-term care facilities (i.e., nursing, skilled nursing, distinct part facilities, residential care facilities for the elderly, and other adult care homes similar to these facilities) regardless of their socio-economic status or area of residence. [OAA §§ 102(a)(35), 321(a)(10); Welf. & Inst. Code § 9701(b),(e)] The Local Ombudsman Program may serve residents under sixty (60) years of age if: a. A majority of the residents of the facility where the younger person resides are over age sixty (60) and b. Such service does not weaken or decrease service to older individuals covered by the OAA. [Policy of the Office of Elder Rights Protection, Administration on Aging; July 15, 1996] 2. Local Ombudsman Program Coordinator means the individual selected by the Governing Board or Executive Director responsible for the Local Ombudsman Program and designated by the State Ombudsman to represent the Local Ombudsman Program and the Office of the State Long -Term Care Ombudsman. This individual manages the day-to-day operations of the Local Ombudsman Program, including implementation of federal and State requirements. The Local Ombudsman Program Coordinator is required to be a State Certified Ombudsman Page 7 of 16 Scope of Work — Exhibit A AP 16-17 Contract ARTICLE I. PROGRAM DEFINITIONS (Continued) Representative; complete State training for new Coordinators, and participate in State Ombudsman sponsored meetings at least twice each year. The selection is in accordance with policies and procedures established by the State Ombudsman and meets the State Ombudsman's criteria for designation and concurrence. [OAA §§ 712(a)(5)(A), 712(h)(5)] [45 CFR 1327.1] [Welf. & Inst. Code §§ 9701(d), 9719] 3. Local Ombudsman Program means either a program of the AAA or its Subcontractor that is designated by the State Ombudsman to carry out the duties of the State Long -Term Care Ombudsman Program with respect to the Planning and Service Area. The selection is in accordance with policies and procedures established by the State Ombudsman and which meets the State Ombudsman's criteria for designation and concurrence. [OAA §§ 711(3), 712(a)(5)(D)] [45 CFR 1327.1] [Welf. & Inst. Code § 9701(a)] 4. Office of the State Long -Term Care Ombudsman (OSLTCO) means the office established by CDA to carry out the State Long -Term Care Ombudsman Program, both directly and by contract between CDA and the AARs. As a program of CDA, the OSLTCO is responsible for activities that promote the development, coordination, and utilization of Ombudsman services. The OSLTCO establishes and maintains effective communication with programs that provide legal services for the elderly and advocacy services of a similar nature that receive funding or official designation from the State. The OSLTCO analyzes data, monitors government actions, and provides recommendations pertaining to long- term care facilities and services. The OSLTCO periodically updates training procedures for Local Ombudsman Programs and provides them with administrative and technical assistance. [OAA §§ 712(a)(1)(A), 712(a)(3)(C),(F), 712(h)] [45 CFR 1327.1] [Welf. & Inst. Code §§ 9710, 9716, 9717] 5. State Certified Ombudsman Representative means the volunteer or employee of the Local Ombudsman Program who is individually certified by the State Ombudsman in accordance with policies and procedures established by the State Ombudsman to serve as representative of the State Long -Term Care Ombudsman Program. Prior to certification by the State Ombudsman, the individual is required to pass State and federal criminal background clearance, complete a minimum of thirty-six (36) hours of training, and complete a mentorship in accordance with policies and procedures established by the State Ombudsman. [OAA §§ 711(5), 712(a)(5)(A), 712(h)(5)] [45 CFR 1327.1] [Welf. & Inst. Code §§ 9712.5, 9719] Page 8 of 16 Scope of Work — Exhibit A AP 16-17 Contract ARTICLE I. PROGRAM DEFINITIONS (Continued) 6. State Long -Term Care Ombudsman Program means the CDA program through which the functions and duties of OSLTCO are carried out, consisting of the Ombudsman, OSLTCO headed by the Ombudsman, and the representatives of OSLTCO. [OAA § 712(a)(1)(B)] [45 CFR 1327.11 [Welf. & Inst. Code § 9700] 7. State Long -Term Care Ombudsman hereinafter referred to as the State Ombudsman means the individual who heads the OSLTCO and is responsible to personally, or through representatives of the Office, fulfill the functions, responsibilities and duties set forth in 45 CFR 1327.13 and 1327.19. [OAA §§ 712(a)(2)-(3), 712(a)(5)(D)(ii), 712(e)] [45 CFR 1327.1] Welf. & Inst. Code §§ 9701(f), 9711] C. Definitions Specific to Title VII -A (Allotments for Vulnerable Elder Riqhts Protection Activities — Programs for Prevention of Elder Abuse. Neqlect, and Exploitation) Elder Abuse Prevention Programs means activities to develop, strengthen, and carry out programs for the prevention, detection, assessment, and treatment of, intervention in, investigation of, and response to elder abuse, neglect, and exploitation (including financial exploitation) [42 USC 3058i] [OAA § 721], including: 1. Providing for public education and outreach to identify and prevent elder abuse, neglect, and exploitation; 2. Providing for public education and outreach to promote financial literacy and prevent identity theft and financial exploitation of older individuals; 3. Ensuring the coordination of services provided by AAAs with services instituted under the State adult protective service program, State and local law enforcement systems, and courts of competent jurisdiction; 4. Promoting the development of information and data systems, including elder abuse reporting systems, to quantify the extent of elder abuse, neglect, and exploitation in the PSA; 5. Conducting analyses of local Adult Protective Services and Long - Term Care Ombudsman information concerning elder abuse, neglect, and exploitation and identifying unmet service, enforcement, or intervention needs; Page 9 of 16 Scope of Work — Exhibit A AP 16-17 Contract ARTICLE I. PROGRAM DEFINITIONS (Continued) 6. Conducting training for individuals, including caregivers described in part E of Title III, professionals, and paraprofessionals, in relevant fields on the identification, prevention, and treatment of elder abuse, neglect, and exploitation, with particular focus on prevention and enhancement of self-determination and autonomy; 7. Providing technical assistance to programs that provide or have the potential to provide services for victims of elder abuse, neglect, and exploitation and for family members of the victims; and 8. Conducting special and on-going training, for individuals involved in serving victims of elder abuse, neglect, and exploitation, on the topics of self-determination, individual rights, State and federal requirements concerning confidentiality, and other topics determined by CDA to be appropriate. ARTICLE II. SCOPE OF WORK A. The Contractor shall: Implement the statutory provisions of the Title III and Title VII Programs [OAA § 306] in accordance with State and federal laws and regulations. The Contractor shall make every effort to meet the goals and objectives stipulated in the four-year Area Plan and annual updates of the Area Plan's Goals, Objectives, and Service Unit Plan, herein incorporated into this Agreement by reference. Performance shall not be unilaterally reduced or otherwise changed without prior consultation with, and written approval from CDA. A service unit reduction of greater than ten percent (10%) requires written approval from CDA. A service unit reduction of greater than twenty percent (20%) is a major change that effects Area Plan goals and objectives and requires an Area Plan Amendment. [22 CCR 7306(a)] 2. Establish and maintain an organization that shall have the ultimate accountability for funds received from CDA and for the effective and efficient implementation of the activities as described in the Area Plan and all pertinent State and federal laws and regulations including data reporting requirements. 3. Meet the adequate proportion requirements for priority services as required under OAA § 306(a)(2); 22 CCR 7312. 4. Maintain staff time records and documentation to identify the allocation of Program Development or Coordination activities to determine the amount Page 10 of 16 Scope of Work — Exhibit A AP 16-17 Contract ARTICLE II. SCOPE OF WORK (Continued) of Program Development or Coordination expenditures. Records and documentation shall: a) Include a written description for each Program Development or Coordination activity in the staff time records that is of sufficient detail to define the event or type of activity. b) Be traceable back to the Program Development or Coordination objectives as approved in the Area Plan. 5. Keep on file a written record/documentation supporting expenditures of Program Development or Coordination activities for three (3) years or until any audit is resolved, whichever is longer. 6. Meet the requirements under OAA § 301(a)(1)(A) to secure and maintain maximum independence and dignity in a home environment for the eligible service population capable of self-care with appropriate supportive and nutrition services. 7. Remove individual and social barriers to economic and personal independence for the eligible service population to the extent possible as required under OAA § 301(a)(1)(B). 8. Provide a continuum of care for the vulnerable eligible service population as required under OAA § 301(a)(1)(C). 9. Secure the opportunity for the eligible service population to receive managed in-home services as required under OAA § 301(a)(1)(D). 10. Conduct and/or promote activities for the prevention and treatment of elder abuse, neglect, and exploitation, as required under OAA § 721. 11. Enter into contracts with subcontractors that require them to provide services pursuant to 22 CCR 7352 to 7364, and ensure all applicable provisions required within this Agreement are included in the subcontract(s). 12. Review, approve, and monitor subcontractor budgets and expenditures and any subsequent amendments and revisions to budgets. The Contractor shall, to the extent feasible, ensure that all budgeted funds are expended by the end of each fiscal year. 13. Monitor, on an ongoing basis, the Subcontractor's use of federal and State funds through reporting, site visits, regular contact, or other means to Page 11 of 16 Scope of Work — Exhibit A AP 16-17 Contract ARTICLE II. SCOPE OF WORK (Continued) assure the Subcontractor administers federal and State awards in compliance with laws, regulations, and the provisions of contracts and that performance goals are achieved. [2 CFR 200.331]. Onsite program monitoring must be conducted every two (2) years for all programs except Title III C-1 and Title III C-2, which must be conducted every year. Onsite Fiscal monitoring must be conducted every two (2) years for all programs including Title III C-1 and Title III C-2. 14. Monitor nutrition programs. Non-food preparation congregate dining sites must be inspected using a standardized procedure developed by the AAA that assures all sites are seen systematically, but not necessarily every year. The AAA Registered Dietician (RD), annually, must physically inspect each food preparation site (central kitchen). AAA policies and procedures must guarantee the following: a) Inspection of non-food preparation nutrition sites at least every other year. b) Inspection of non-food preparation nutrition sites more often if they are seen to have an increased risk for food safety violations or a history of corrective actions. c) Inspection of central kitchens sites annually on-site. [22 CCR 7634.3(d)] 15. Maintain or increase the number of Title III C-1 and C-2 meals served if federal and/or State funds for meal programs increase. This Contract shall promote and maintain high standards of food safety and sanitation as required by the California Retail Food Code (CalCode). 16. Provide support and technical assistance to subcontractors and respond in writing to all written requests for direction, guidance, and interpretation of instructions to include client and performance data. 17. Distribute and maintain up-to-date CDA requirements so that all responsible persons have ready access to standards, policies, and procedures. 18. Provide program information and assistance to the public. 19. Maintain a four-year Area Plan, with annual updates, as specified in 22 CCR 7300 to 7320. The Area Plan and annual updates are due by May 1 st of each year. The annual update shall be effective during the same term as this Agreement. Page 12 of 16 Scope of Work — Exhibit A AP 16-17 Contract ARTICLE Il. SCOPE OF WORK (Continued) 20. Maintain a program data collection and reporting system as specified in Exhibit E of this Contract. 21. Contract Title III case management services only to a public or non-profit agency, as required by 42 USC 3026(a)(8)(C). 22. Offer to each older individual seeking Title III case management services, a list of agencies that provide similar services within the jurisdiction of the AAA as specified in 42 USC 3026(a)(8)(C)(i)-(iii). 23. Include the identity of each designated community focal point in subcontracts as specified in 42 USC 3026(a)(3)(B). 24. Ensure that meal counts associated with Title III C1, C2 and NSIP are in accordance 22 CCR 7638.7(a)(1)-(4). 25. Offer a meal to a volunteer under age of sixty (60) if doing so will not deprive an older individual of a meal. [22 CCR 7638.7(b)(1)] The Contractor or the Subcontractor shall develop and implement a written policy for providing and accounting for volunteer meals. [22 CCR 7638.7(b)(2)] 26. Provide a home -delivered meal to an eligible individual. [22 CCR 7638.7(c)] 27. Report a meal only once either as a Title III meal or a Title VI meal. 28. Adhere to 48 CFR 3.908, implementing section 828, entitled "Pilot Program for Enhancement of Contractor Whistleblower Protections," of the National Defense Authorization Act (NDAA) for Fiscal Year 2013 (Pub. L. 112-239, enacted January 2, 2013), applies to this Agreement. 29. Recognize any same-sex marriage legally entered into in a United States (U.S.) jurisdiction that recognizes their marriage, including one of the fifty (50) states, the District of Columbia, or a U.S. territory, or in a foreign country so long as that marriage would also be recognized by a U.S. jurisdiction. This applies regardless of whether or not the couple resides in a jurisdiction that recognizes same-sex marriage. However, this does not apply to registered domestic partnerships, civil unions or similar formal relationships recognized under the law of the jurisdiction of celebration as something other than a marriage. Accordingly, recipients must review and revise, as needed, any policies and procedures which interpret or apply federal statutory or regulatory references to such terms as "marriage," "spouse," family," "household member"' or similar references to familial Page 13 of 16 Scope of Work — Exhibit A AP 16-17 Contract ARTICLE ll. SCOPE OF WORK (Continued) relationships to reflect inclusion of same-sex spouse and marriages. Any similar familial terminology references in the U.S. Department of Health and Human Services' (HHS) statutes, regulations, or policy transmittals will be interpreted to include same-sex spouses and marriages legally entered into as described herein. [1 USC 7 - Section 3 of the Defense of Marriage Act] B. The Contractor shall ensure that the Local Ombudsman Program, in accordance with policies and procedures established by the State Ombudsman, will: Provide services to protect the health, safety, welfare and rights of residents. [OAA § 712(a)(5)(B)(i)] [45 CFR 1327.19(a)(2)] [Welf. & Inst. Code §§ 9701(a), 9712.5(b)] 2. Ensure residents in the service area of the Local Ombudsman Program have regular, timely access to State Certified Ombudsman Representatives and timely responses to complaints and requests for assistance. [OAA § 712(a)(5)(B)(ii)] [45 CFR 1327.19(a)(3)] [Welf. & Inst. Code § 9712.5(d)] 3. Identify, investigate, and seek to resolve complaints made by or on behalf of residents that relate to their rights and well-being as residents. Complaint investigations shall be done in an objective manner to ascertain the pertinent facts. Findings shall be reported to the complainant. If a complaint is not investigated; the complainant shall be notified in writing of the decision not to investigate and the reasons for the decision. [OAA § 712(a)(5)(B)(iii)] [45 CFR 1327.19(a)(1)] [Welf. & Inst. Code §§ 9701(a), 9712.5(a)] 4. Receive and investigate reports of suspected abuse, neglect and exploitation of elder or dependent adults occurring in long-term care facilities. [Welf. & Inst. Code § 15630 et seq.] 5. Witness advance health care directives and property transfers of more than $100 for residents of skilled nursing facilities. [HSC 1289] [PC 4675, PC 4700 et seq.] 6. Collect and submit data in accordance with the statewide uniform reporting system established by the State Ombudsman and the reporting provisions specified in Exhibit E of this Contract. [OAA § 712(c)] [Welf. & Inst. Code § 9716(a)]. Page 14 of 16 Scope of Work — Exhibit A AP 16-17 Contract ARTICLE II. SCOPE OF WORK (Continued) 7. Represent the interests of residents before governmental agencies and seek administrative, legal, and other remedies to protect the rights and well-being of residents. [OAA § 712(a)(5)(B)(iv)] [45 CFR 1327.19(a)(4)] [Welf. & Inst. Code § 9712.5(e)] 8. Review, comment, and facilitate the ability of the public to comment on laws, regulations, policies, actions, and legislative bills that pertain to the rights and well-being of residents. [OAA § 712(a)(5)(B)(v)] [45 CFR 1327.19(a)(5)] [Welf. & Inst. Code § 9712.5(g)(i)] 9. Support the development of resident and family councils. [OAA § 712(a)(5)(B)(vi)] [45 CFR 1327.19(a)(6)] [Welf. & Inst. Code § 9726.1(a)(3)] 10. Carry out other activities that the State Ombudsman determines to be appropriate, including the following services [OAA § 712(a)(5)(B)(vii)] [45 CFR 1327.19(a)(7)]: a. Update, periodically, a plan for maintaining an ongoing presence in long-term care facilities. [OAA § 712(a)(3)(D); Welf. & Inst. Code § 9712.5(d)(1)] b. Provide public information and technical support pertaining to long-term care services, including inspection reports, statements of deficiency, and plans of correction for long- term care facilities within the service area. [Welf. & Inst. Code § 9726.1(a)(1)] C. Promote visitation programs and other community involvement in long-term care facilities within the service area. [Welf. & Inst. Code § 9726.1(a)(2), (4)] d. Establish (in addition to support) resident, family and friends' councils. [Welf. & Inst. Code § 9726.1(a)(3)] e. Present community education and training programs to long- term care facility staff, human service workers, families and the general public about long-term care and residents' rights. [Welf. & Inst. Code § 9726.1(a)(5)] Page 15 of 16 Scope of Work — Exhibit A AP 16-17 Contract ARTICLE II. SCOPE OF WORK (Continued) Refer other individuals' complaints and concerns that a representative becomes aware are occurring in the facility to the appropriate governmental agency. [Welf. & Inst. Code § 9712.5(a)(2)] 11. Ensure that the Local Ombudsman Program, in accordance with policies and procedures established by the State Ombudsman, will use Citation Penalties Account funds, Licensing and Certification Program funds, Skilled Nursing Facility Quality and Accountability funds, Older Americans Act funds, and Older Californians Act funds to support activities for the overall program. 12. Review and approve claims for Citation Penalties Account funds, Licensing and Certification Program funds, and Skilled Nursing. 13. Facility Quality and Accountability funds, Older Americans Act funds, and Older Californians Act funds. 14. Submit monthly fiscal documents to CDA, as determined by CDA, for Citation Penalties Account funds, Licensing and Certification Program funds, Skilled Nursing Facility Quality and Accountability funds, Older Americans Act funds, and Older Californians Act funds. Page 16 of 16 Budget Detail, Payment Provisions, and Closeout — Exhibit B AP 16-17 Contract ARTICLE I. FUNDS A. Expenditure of Funds The Contractor shall expend all funds received hereunder in accordance with this Agreement. 2. Any reimbursement for authorized travel and per diem shall be at rates not to exceed those amounts paid by the State in accordance with the California Department of Human Resources' (CaIHR) rules and regulations. In State: Mileage - http://www.calhr.ca.gov/emplovees/Pages/travel-r)ersonal- vehicle.aspx Per Diem (meals and incidentals) - http://www.calhr.ca.gov/emplovees/Pages/travel-meals.asr)x Lodging - http://www.calhr.ca.gov/emplovees/Pages/travel-lodginq- reimbursement.aspx Out of State: http://www.calhr.ca.gov/emplovees/Pages/travel-out-of- state.aspx This is not to be construed as limiting the Contractor from paying any differences in costs, from funds other than those provided by CDA, between the CaIHR rates and any rates the Contractor is obligated to pay under other contractual agreements. No travel outside the State of California shall be reimbursed unless prior written authorization is obtained from the State. [2 CCR 599.615 et seq.] The Contractor agrees to include these requirements in all contracts it enters into with subcontractors to provide services pursuant to this Agreement. 3. CDA reserves the right to refuse payment to the Contractor or disallow costs for any expenditure, as determined by CDA to be: out of compliance with this Agreement, unrelated or inappropriate to contract activities, when adequate supporting documentation is not presented, or where prior approval was required, but was either not requested or not granted. 1 of 14 Budget Detail, Payment Provisions, and Closeout — Exhibit B AP 16-17 Contract ARTICLE I. FUNDS (Continued) B. Accountabilitv for Funds 1. The Contractor shall maintain accounting records for funds received under the terms and conditions of this Agreement. These records shall be separate from those for any other funds administered by the Contractor, and shall be maintained in accordance with Generally Accepted Accounting Principles and Procedures and the Office of Management and Budget's (OMB) Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. [2 CFR 200] [45 CRF 75] 2. Financial Management Systems The Contractor shall meet the following standards for its financial management systems, as stipulated in 2 CFR 200.302 and 45 CFR 75.302: a. Financial Reporting. b. Accounting Records. C. Complete Disclosure. d. Source Documentation. e. Internal Control. Budgetary Control. g. Cash Management (written procedures). h. Allowable Costs (written procedures). C. Unexpended Funds Upon termination, cancellation, or expiration of this Agreement, or dissolution of the entity, the Contractor shall return to the State immediately upon written demand, any funds provided under this Agreement, which are not payable for goods or services delivered prior to the termination, cancellation, or expiration of this Agreement, or the dissolution of the entity. 2of14 Budget Detail, Payment Provisions, and Closeout — Exhibit B AP 16-17 Contract ARTICLE I. FUNDS (Continued) D. Fundinq Continqencies 1. It is understood between the parties that this Agreement may have been written before ascertaining the availability or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if this Agreement were executed after that determination was made. 2. This Agreement is valid and enforceable only if sufficient funds are made available to the State by the United States Government or the Budget Acts of the appropriate fiscal years for purposes of this program(s). In addition, this Agreement is subject to any additional restrictions, limitations, or conditions enacted by the Congress or the Legislature that may affect the provisions, terms, or funding of this Agreement in any manner. 3. Limitation of State Liabilitv Payment for performance by the Contractor shall be dependent upon the availability of future appropriations by the Legislature or Congress for the purposes of this Contract and approval of an itemized budget No legal liability on the part of the State for any payment may arise under this Contract until funds are made available; the itemized budget is received and approved by the State and the Contractor has received an executed contract. 4. Fundinq Reduction(s) a. If funding for any State fiscal year is reduced or deleted by the Department of Finance, Legislature, or Congress for the purposes of this program, the State shall have the option to either: Terminate the Contract pursuant to Exhibit D, Article XII., A of this Agreement, or Offer a contract amendment to the Contractor to reflect the reduced funding for this Contract. b. In the event the State elects to offer an amendment, it shall be mutually understood by both parties that: The State reserves the right to determine which contracts, if any, under this program shall be reduced. 3 of 14 Budget Detail, Payment Provisions, and Closeout — Exhibit B AP 16-17 Contract ARTICLE I. FUNDS (Continued) ii. Some contracts may be reduced by a greater amount than others, and iii. The State shall determine at its sole discretion the amount that any or all of the contracts shall be reduced for the fiscal year. E. Interest Earned Interest earned on federal advance payments deposited in interest- bearing accounts must be remitted annually to CDA. Interest amounts up to $500 per year may be retained by the Contractor and subcontractors for administrative expenses. [2 CFR 200.305(b)(9)] [45 CRF 75.305 (8)(ii)] 2. Interest earned on advances of federal and non-federal funds shall be identified as non -match cash. 3. The Contractor must maintain advance payments of federal awards in interest-bearing accounts, unless the following apply: [2 CFR 200.305(b)(8)] [45 CRF 75.305 (8)(i)(ii)(iii)(iv)] a. The Contractor receives less than $120,000 in federal awards per year. b. The best reasonably available interest-bearing account would not be expected to earn interest in excess of $500 per year on federal cash balances. C. The depository would require an average or minimum balance so high that it would not be feasible within the expected federal and non-federal cash resources. d. A foreign government or banking system prohibits or precludes interest bearing accounts. ARTICLE II. BUDGET AND BUDGET REVISION A. The Contractor shall be compensated for expenses only as itemized in the approved Budget with the exception of line item budget transfers as noted in this Exhibit and shall not be entitled to payment for these expenses until this Agreement is approved and executed by CDA. The approved budget is hereby incorporated by reference into this Agreement as a part of Exhibit B. 4 of 14 Budget Detail, Payment Provisions, and Closeout — Exhibit B AP 16-17 Contract ARTICLE II. BUDGET AND BUDGET REVISION (Continued) B. The Budget must set forth in detail the reimbursable items, unit rates and extended total amounts for each line item. The Contractor's budget shall include, at a minimum, the following items when reimbursable under this Agreement: 1. Personnel Costs - monthly, weekly, or hourly rates, as appropriate and personnel classifications together with the percentage of time to be charged to this Agreement. 2. Fringe Benefits. 3. Contractual Costs — subcontract and consultant cost detail. 4. Indirect Costs. 5. Rent - specify square footage and rate. 6. Supplies. 7. Equipment - detailed descriptions and unit costs. 8. In State Travel — mileage reimbursement rate, lodging, per diem and other costs. 9. Out of State Travel - any travel outside the State of California including mileage reimbursement rate, lodging, per diem and other costs. 10. Other Costs - a detailed list of other operating expenses. C. The Contractor shall ensure that the Subcontractor shall submit a budget, which shall be incorporated by reference into the Subcontract and will have, at a minimum, the categories listed in Section B. above. D. Unless otherwise specified by CDA, the final budget revision must be submitted at least ninety (90) days prior to the ending date of the Contract. E. Indirect Costs The maximum reimbursement amount allowable for indirect costs is ten percent (10%) of the Contractor's and/or Subcontractor's direct costs, excluding in-kind contributions and nonexpendable equipment. 2. Contractors requesting reimbursement for indirect costs shall retain on file an approved indirect cost rate or an allocation plan documenting the methodology used to determine the indirect costs. 5of14 Budget Detail, Payment Provisions, and Closeout — Exhibit B AP 16-17 Contract ARTICLE II. BUDGET AND BUDGET REVISION (Continued) 3. Indirect costs exceeding the ten percent (10%) maximum may be budgeted as in-kind and used to meet the minimum matching requirements (Title III and Title VII only). 4. For major Institutes of Higher Education and major nonprofit organizations, indirect costs must be classified within two broad categories: "Facilities" and "Administration." "Facilities" is defined as depreciation on buildings, equipment and capital improvement, interest on debt associated with certain buildings, equipment and capital improvements, and operations and maintenance expenses. "Administration" is defined as general administration and general expenses such as the director's office, accounting, personnel and all other types of expenditures not listed specifically under one of the subcategories of "Facilities" (including cross allocations from other pools, where applicable). [2 CFR 200.414] [45 CFR 75.414] ARTICLE III. PROGRAM SPECIFIC FUNDS A. Proqram Income Program Income must be reported and expended under the same terms and conditions as the program funds from which it is generated. 2. Program Income must be used to pay for current allowable costs of the program in the same fiscal year that the income was earned (except as noted in 4). 3. For Title I II -B, III -C, III -D, II I -E, VII Ombudsman, and VI I -A Elder Abuse Prevention programs, Program Income must be spent before contract funds (except as noted in 4) and may reduce the total amount of contract funds payable to the Contractor. 4. For Title III -B, III -C, III -D, III -E, VII Ombudsman, and VII -A Elder Abuse Prevention programs, if Program Income is earned in excess of the amount reported in the Area Plan Budget, the excess amount may be deferred for use in the first quarter of the following Contract period, which is the last quarter of the federal fiscal year. 5. If Program Income is deferred for use it must be used by the last day of the federal fiscal year and reported when used. 6. Program Income may not be used to meet the matching requirements of this Agreement. 6 of 14 Budget Detail, Payment Provisions, and Closeout — Exhibit B AP 16-17 Contract ARTICLE III. PROGRAM SPECIFIC FUNDS (Continued) 7. Program Income must be used to expand baseline services. B. One -Time Onlv (OTO) Funds OTO funds are non -transferable between funding sources. This means that OTO funds can only be used in the program in which they were accrued. 2. OTO funds can only be awarded to a subcontractor that has a valid contract with the AAA. All contracts shall be procured either through an open and competitive procurement process pursuant to 22 CCR 7352 or through a non-competitive award pursuant to 22 CCR 7360. 3. Titles III and VII federal Program OTO funds shall only be used for the following purposes: a. The purchase of equipment that enhances the delivery of services to the eligible service population. b. Home and community-based projects that are approved in advance by CDA, and are designed to address the unmet needs of the eligible service population identified in the Area Plan. C. Innovative pilot projects that are approved in advance by CDA, and are designed for the development or enhancement of a comprehensive and coordinated system of services as defined in 45 CFR 1321.53(a)(b). d. OTO funds can be used to maintain or increase baseline services. However, AARs shall assure that services funded with OTO funds will not create an expectation of service delivery beyond the current Contract period. Expenditures for baseline services do not require advance CDA approval. 4. NSIP OTO funds shall only be used to purchase food used in the Elderly Nutrition Program. C. Matchinq Contributions "Matching Contributions" means local cash and/or in-kind contributions made by the Contractor, a subcontractor, or other local resources that qualify as match for the Contract funding. 7of14 Budget Detail, Payment Provisions, and Closeout — Exhibit B AP 16-17 Contract ARTICLE III. PROGRAM SPECIFIC FUNDS (Continued) Cash and/or in-kind contributions may count as match, if such contributions are used to meet program requirements. 2. Any matching contributions (cash or in-kind) must be verifiable from the records of the Contractor or a subcontractor. 3. Matching contributions must be used for allowable costs in accordance with the OMB cost principles. D. Area Plan Administration Area Plan Administration may be combined into one cost objective for purposes of documenting charges for salaries and wages funded from federal fund Titles III -B, III -C1, III -C2, III -E, and III -C1 and III -C2 General Fund administration allocations. ARTICLE IV. PROGRAM SPECIFIC BUDGET AND BUDGET REVISION A. The Contractor shall submit electronically the original Area Plan Budget with the Area Plan and Area Plan annual updates by May 1, unless otherwise instructed by CDA. B. The Contractor shall submit electronically a budget revision thirty (30) calendar days after receiving an amended Area Plan Budget Display with changes in funding levels, unless otherwise instructed by CDA. C. The final date to submit a budget revision is April 30 of the Contract period unless otherwise specified by CDA. D. Line Item Budciet Transfers The Contractor may transfer contract funds between line items under the following terms and conditions: The Contractor may transfer any or all administrative funds into program without restrictions for each funding source - Title III -B, C1, C2, D & E. However, the Contractor shall not transfer funds designated for programs into administration. 2. The Contractor may make unlimited transfer of funds between budget line items for Title III -B, C1, C2, D, and E programs. However, the Contractor shall submit a revised budget to CDA when one or the cumulative line item budget transfers exceeds ten percent (10%) of the total budget for each funding source. 8 of 14 Budget Detail, Payment Provisions, and Closeout — Exhibit B AP 16-17 Contract ARTICLE IV. PROGRAM SPECIFIC BUDGET AND BUDGET REVISION (Continued) 3. The Contractor shall maintain a written record of all budget changes and clearly document line item budget changes. The record shall include the date, amount and purpose of the transfer. This record shall be available to CDA upon request and shall be maintained in the same manner as all other financial records. E. Allocation Transfers The Contractor shall submit a request to CDA to transfer federal or State funds between Title III -B, C1 and C2 programs in accordance with the budget display in Exhibit B. The request shall be submitted as instructed in the Area Plan Budget forms. a. Transfer of federal baseline funds is allowable between Titles III -B and III -C in accordance with OAA § 308(b)(5)(A) and between Titles III -C1, and III -C2 in accordance with OAA § 308(b)(4)(A). b. Transfer of State funds is allowable between Title III -C1 General Fund and Title III -C2 General Fund. 2. Approved transfers and Area Plan Budgets will be incorporated by reference into the current Agreement. 3. Transfer of funds cannot be processed or approved after the end of the specified Contract period. F. Matchinq Requirements The required minimum administration matching contributions for Title III -B, III -C, & III -E combined is twenty-five percent (25%). 2. The required minimum program matching contributions for Title III -B and III -C is ten percent (10%). 3. The required minimum program matching contributions for Title III -E is twenty-five percent (25%). 4. Minimum matching requirements are calculated on net costs, which are total costs less program income, non-matching contributions, and State funds. 5. Program matching contributions for Title II I -B and III -C can be pooled to meet the minimum requirement of ten percent (10%). 9of14 Budget Detail, Payment Provisions, and Closeout — Exhibit B AP 16-17 Contract ARTICLE IV. PROGRAM SPECIFIC BUDGET AND BUDGET REVISION (Continued) 6. Matching contributions generated in excess of the minimum required are considered overmatch. 7. Program overmatch from Title III -B or III -C cannot be used to meet the program match requirement for III -E. 8. Of the total minimum match required for Title I II at least twenty-five percent (25%) must be from local public agencies (e.g., city and county governments, school districts, special districts, and water districts). 9. Expend not more than ten percent (10%) of the total Title III -E federal and matching non-federal share to provide support services to grandparents and older individuals who are relative caregivers of a child who is not more than eighteen (18) years of age in accordance with OAA § 373(g)(2)(C). 10. Limit expenditures for Title III -E Supplemental Services to twenty percent (20%) of the total Title III -E federal and matching non-federal share. G. Proqram Development or Coordination The Contractor shall not budget or fund Program Development or Coordination activities as a cost of Title III -B Supportive Services until it has first budgeted and spent the total of its Title III -B, III -C, & III -E funds allocated for Area Plan administration costs. During the Contract period, Program Development or Coordination activities and Area Plan administration activities can occur simultaneously. (See Article VI. of this Exhibit of this Agreement for reconciliation during the closeout period.) ARTICLE V. PAYMENTS A. Title III -B, III -C, III -D. III -E, VII Ombudsman and VII -A Elder Abuse Prevention The Contractor shall prepare and submit a monthly expenditure report and a request for funds to the online California Aging Reporting System (CARS) Fiscal Module by the 30th of each month as follows, or unless otherwise specified by CDA. 10 of 14 Budget Detail, Payment Provisions, and Closeout — Exhibit B AP 16-17 Contract ARTICLE V. PAYMENTS (Continued) Monthly Fiscal Reporting Due Dates RFF Month July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June RFF 5/30 6/30 7/30 8/30 9/30 10/30 11/30 12/30 1/30 2/28 3/30 4/30 Due Date Expenditure Report Apr May June July Aug Sept Oct Nov Dec Jan Feb Mar Month Expenditure Report 5/30 6/30 7/30 8/30 9/30 10/30 11/30 12/30 1/30 2/28 3/30 4/30 Due Date *The table is a standard request for funds (RFF) and expenditure reporting schedule. If the effective date of this Contract is not July 1, the Contractor's RFF and expenditure reporting will commence with the first month of the term of this Contract period and end with the month preceding the last full month of the Contract. B. Ombudsman Citation Penalties Account, Licensing and Certification Proqram funds, Skilled Nursing Facilitv Qualitv and Accountabilitv Funds, and Older Californians Act. The Contractor shall submit a monthly expenditure report and a request for funds by the 30th of each month unless otherwise specified by CDA. C. During the Contract period, CDA shall advance funds based on an analysis of current cash needs. D. Upon execution of this Agreement, CDA will make monthly payments of Nutrition Services Incentive Program (NSIP) funding to the Contractor during the first month of each quarter. E. CDA may require financial reports more frequently than indicated above or with more detail (or both), upon written notice to the Contractor, until such time as CDA determines that the financial management standards are met. 11 of 14 Budget Detail, Payment Provisions, and Closeout — Exhibit B AP 16-17 Contract ARTICLE VI. CLOSEOUT A. The Area Plan Financial Closeout Report and Report of Property Purchased with Agreement Funds (CDA 32) shall be submitted annually to the CDA Fiscal Team. All contractors must submit to CDA, Closeout Reports as instructed by CDA. B. Federal funds will be reduced proportionately to maintain the required matching ratios if the Contractor fails to report sufficient match. C. During the review and approval of the closeout, administration costs will be increased to the total amount allocated before approving final costs for Program Development or Coordination activities. D. Closeout reporting documents must be addressed to the CDA Fiscal Team. E. Final expenditures must be reported to CDA in accordance with the budget display in Exhibit B. If the expenditures reported by the Contractor exceed the advanced amount, CDA will reimburse the difference to the Contractor. If the expenditures reported by the Contractor are less than the advanced amount, CDA will invoice the Contractor for the unspent funds. 12 of 14 State of California Califomia Department of Aging CDA 001 (Rev. 11105) Exhibit B - Budget Detail, Payment Provisions, and Closeout AREA PLAN Budget Display Fiscal Year 2016-17 (Federal Funding Years 2016 & 2017) County of Marin 12 months (July 1, 2016 - June 30, 2017) Project Baseline Cumulative Updated Cumulative Number Baseline Adjustments Transfers Baseline OTO Supportive Services Federal Title IIIB 3BSL16-16 • 51,181 (b) 51,181 Federal Title IIIB 3BSL17-16 153,542 I`i - 153,542 Total Supportive Services 204,723 - 204,723 Ombudsman Federal Title IIIB 3BOL16-16 5,160 (b) - 5,160 Federal Title IIIB 3BOL17-16 15,480 t`i - 15,480 Federal Title Vila 70FL16-16 6,498 (b) 6,498 Federal Title Vila 7OFL17-16 19,494 I`I 19,494 General Fund IIIB B1GL 7,965 (a) - 7,965 Public Health L & C Program Fund LCPF 3,186 (a) 3,186 Stale Health Facilities Citation Penalties Account SDFL 9,423 (a) 9,423 SNF Quality & Accountability SNFL 15,133 (a) 15,133 Total Ombudsman 82,339 82,339 Congregate Nutrition Federal Title IIIC1 3C11_16-16 74,330 (b) 74,330 Federal Title IIIC1 3011-17-16 222,990 t`i 222,990 General Fund C1 C1 GL 25,380 (a) - 25,380 NSIPCI NC11_16-16 2,654 (b) - 2,654 NSIPCI NC1L17-16 7,963 t`I - 7,963 Total Congregate Nutrition 333,317 - 333,317 - Home -Delivered Meals Federal Title IIIC2 3C206-16 38,006 (b) - 38,006 - Federal Title IIIC2 3C21-17-16 114,019 t`I - 114,019 - General Fund C2 C2GL 25,446 tat - 25,446 NSIP C2 NC21_16-16 14,801 (b) - 14,801 - NSIP C2 NC21_17-16 44,402 t`i - 44,402 - Total Home Delivered Meals 236,674 - 236,674 - Disease Prevention Federal Title IIID 3DFL16-16 3,588 (b) 3,588 - Federal Title IIID 3DFL17-16 10,763 t`I 10,763 - Total Disease Prevention 14,351 14,351 - Family Caregiver Federal Title IIIE 3EFL16-16 25,019 (b) 25,019 - Federal Title IIIE 3EFL17-16 75,055 t`I 75,055 - Total Title IIIE 100,074 100,074 - Elder Abuse Federal Title VII 7EFL16-16 898 (b) 898 - Federal Title VII 7EFL17-16 2,694 t`I 2,694 - Total Elder Abuse 3,592 3,592 - 1 13 1 Award ': Dale: Amendment #: Issue Dale: Updated Total AP -1617-05 7/1/2016 Net Change 51,181 153,542 204,723 - 5,160 15,480 6,498 19,494 7,965 3,186 9,423 15,133 82,339 74,330 222,990 25,380 2,654 7,963 333,317 38,006 114,019 25,446 14,801 44,402 236,674 3,588 10,763 14,351 25,019 75,055 100,074 898 2,694 3,592 state of California Award #: AP-1617-05 California Department of Aging Date: 7/1/2016 CDA 001111- 1110s) Amendment #: Exhibit B - Budget Detail, Payment Provisions, and Closeout Issue Date: AREA PLAN Budget Display Fiscal Year 2016-17 (Federal Funding Years 2016 & 2017) County of Marin 12 months (July 1, 2016 - June 30, 2017) Project Baseline Cumulative Updated Cumulative Number Baseline Adjustments Transfers Baseline OTO Updated Total Net Change Administration Federal Title IIIB 3BAL16-16 10,608 (b) 10,608 10,608 Federal Title 1116 3BAL17-16 31,823 (`) 31,823 31,823 Federal Title IIIC1 ClAL16-16 13,781 (b) 13,781 13,781 Federal Title IIIC1 ClAL17-16 41,341 W 41,341 41,341 Federal Title IIIC2 C2AL16-16 7,046 (b) - 7,046 7,046 Federal Title IIIC2 C2AL17-16 21,139 (`) - - 21,139 21.139 Federal Title IIIE 3EAL16-16 4,628 (b) - 4,628 4,628 Federal Title IIIE 3EAL17-16 13,882 t`) 13,882 13,882 - General Fund C1 1GAL 253 la) 253 253 - General Fund C2 2GAL 67 (a) 67 67 - Total Administration 144,568 144,568 144,568 - Funding Summary Federal Funds 1,032,785 1,032,785 1,032,785 - General Fund 59,111 59,111 59,111- - Public Health L & C Program Fund 3,186 3,186 3,186 - SNF Quality & Accountability 15,133 15,133 15,133 - State Health Facilities Citation Penalties Account 9,423 9,423 9,423 - Grand Total - All Funds 1,119,638 1,119,638 1,119,638 - Comments: The maximum amount of Title IIIE expenditures allowable for supplemental services is: 31,622 The maximum amount of Title IIIE expenditures allowable for Grandparents is: 15,811 The minimum General Fund to be expended for State Match in Title III is: 39,319 CFOA NUMBER Year Award # Award Name , 93.041 2b16 16AACAt7tA ;Order Americans Act Title VII-Allotments for Vulnerable Elder Rights Protection Activities 93.041 2017 17AACAT7EAOlder Americans Act Title VII-Allotments For Vulnerable Elder Rights Protection Activities 93.042 2016 16AACAt7d- %lder Americans Act Title VII-Allotments for Vulnerable Elder Rights Protection Activities 93.042 2017 17AACAT70M !Older Americans Act Title VII-Allotments For Vulnerable Elder Rights Protection Activities 93.043 2016 16AACAT3P_H Americans Act Title III-Grants for State & Community Programs on Aging 93.043 2017 17AACAT3PH _!Older +Older Americans Act Title III-Grants for State & Community Programs on Aging 93.044 2016 16AACAT3SS _ iOlder Americans Act Title III-Grants for State & Community Programs on Aging 93.044 2017 17AACAT3SS :Older Americans Act Title 111-Grants for State & Community Programs on Aging 93.045 2016 16AACAT364 iOlder Americans Act Title III-Grants for State & Community Programs on Aging 93.045 2017 17AACAT3CM Oder Americans Act Title III-Grants for State & Community Programs on Aging 93.045 2016 16AACA-f HR Older Americans Act Title III-Grants for State & Community Programs on Aging 93.045 2017 17AACAT3HD iOider Americans Act Title III-Grants for State & Community Programs on Aging _ 93.052 2016 16AACAT3FC )Older Americans Act Title III-Grants for State & Community Programs on Aging _( 93.052 2017 17AACAT3FC 101der Americans Act Title III-Grants for State & Community Programs on Aging 93.053 2016 16AACANSIP jOlder Americans Act Section 311-Nutrition Services Incentive Program 93.053 2017 17AACANBIP Older Americans Act Section 311-Nutrition Services Incentive Orogram (a) Funds must be expended by 6/30/17 and final expenditures reported in closeout by 7/31/17. lb) Funds must be obligated by 9/30/16 and final expenditures reported in closeout by 7/31/17. The baseline request to be transferred for the project (7/1/16- 9-30/16) is due 5/1/16. These funds may not be carried over into a following year contract. (c) Funds must be reported in closeout by 7/31/17 and may be carried over into the following year contract. The baseline request to be transferred for the project (10/1/16 -6/30/17) is due 5/1/17. 14 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE I. DEFINITIONS AND RESOLUTIONS OF LANGUAGE CONFLICTS A. General Definitions 1. "Agreement" or "Contract" means the Standard Agreement (Std. 213), Exhibits A, B, C, D and E, an approved Budget as identified in Exhibit B, and if applicable, a Work Plan or Budget Narrative, which are hereby incorporated by reference, amendments, and any other documents incorporated by reference; unless otherwise provided for in this Article. 2. "Contractor' means the Area Agency on Aging (AAA) awarded funds under this Agreement and is accountable to the State and/or federal government for use of these funds and is responsible for executing the provisions for services provided under this Agreement. 3. "CCR" means California Code of Regulations. 4. "CFR" means Code of Federal Regulations. 5. "Data Universal Numbering System (DUNS) number" means the nine -digit number established and assigned by Dun and Bradstreet, Inc., to uniquely identify business entities. 6. "Cal. Gov. Code" means California Government Code. 7. "OMB" means the federal Office of Management and Budget. 8. "PCC" means the Public Contract Code. 9. "Reimbursable item" also means "allowable cost" and "compensable item." 10. "State" and "Department" mean the State of California and the California Department of Aging (CDA) interchangeably. 11. "Subcontractor" means the legal entity that receives funds from the Contractor to carry out part of a federal award identified in this Agreement. 12. "Subcontract" means any form of legal agreement between the Contractor and the Subcontractor, including an agreement that the Contractor considers a contract, including vendor type Agreements for providing goods or services under this Agreement. 13. "USC" means United States Code. 14. "Welf. & Inst. Code" means Welfare and Institutions Code. Page 1 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE I. DEFINITIONS AND RESOLUTIONS OF LANGUAGE CONFLICTS (Continued) B. Resolution of Lanquaqe Conflicts The terms and conditions of this federal award and other requirements have the following order of precedence, if there is any conflict in what they require: The Grant Terms and Conditions. 2. The Older American Act Amendments of 2006 (OAA) as amended and other applicable federal statutes and their implementing regulations. 3. If applicable, the Older Californians Act and other California State codes and regulations. 4. Standard Agreement (Std. 213), all Exhibits and any amendments thereto. 5. Any other documents incorporated herein by reference including, if applicable, the federal HHS terms and conditions found in Part II of the HHS Grant Policy Statement. http://www.hhs.qov/asfr/oaapa/aboutoa/hhsgpsl 07.pdf 6. Program memos and other guidance issued by CDA. ARTICLE II. ASSURANCES A. Law, Policv and Procedure. Licenses, and Certificates The Contractor agrees to administer this Agreement and require any subcontractors to administer their subcontracts in accordance with this Agreement, and with all applicable local, State, and federal laws and regulations including, but not limited to, discrimination, wages and hours of employment, occupational safety, and to fire, safety, health, and sanitation regulations, directives, guidelines, and/or manuals related to this Agreement and resolve all issues using good administrative practices and sound judgment. The Contractor and its subcontractors shall keep in effect all licenses, permits, notices, and certificates that are required by law. B. Subcontracts The Contractor shall require language in all subcontracts to require all subcontractors to comply with all applicable State and federal laws. Page 2 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE II. ASSURANCES (Continued) C. Nondiscrimination The Contractor shall comply with all federal statutes relating to nondiscrimination. These include those statutes and laws contained in the Contractor Certification Clauses (CCC 307), which is hereby incorporated by reference. In addition, the Contractor shall comply with the following: Equal Access to Federally -Funded Benefits, Proqrams and Activities The Contractor shall ensure compliance with Title VI of the Civil Rights Act of 1964 [42 USC 2000d; 45 CFR 80], which prohibits recipients of federal financial assistance from discriminating against persons based on race, color, religion, or national origin. 2. Equal Access to State -Funded Benefits. Proqrams and Activities The Contractor shall, unless exempted, ensure compliance with the requirements of Cal. Gov. Code § 11135 to 11139.5, and 22 CCR 98000 et seq., which prohibit recipients of state financial assistance from discriminating against persons based on race, national origin, ethnic group identification, religion, age, sex, sexual orientation, color, or disability. [22 CCR 98323 Chapter 182, Statutes of 2006] 3. The Contractor assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. [42 USC 12101 et seq.] 4. The Contractor agrees to include these requirements in all contracts it enters into with subcontractors to provide services pursuant to this Agreement. D. Standards of Work The Contractor agrees that the performance of work and services pursuant to the requirements of this Agreement shall conform to accepted professional standards. E. Conflict of Interest The Contractor shall prevent employees, consultants, or members of governing bodies from using their positions for purposes including, but not limited to, the selection of subcontractors, that are, or give the appearance of being, motivated by a desire for private gain for themselves or others, such as family, business, or other ties. In the event that the State Page 3 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE II. ASSURANCES (Continued) determines that a conflict of interest exists, any increase in costs associated with the conflict of interest may be disallowed by the State and such conflict may constitute grounds for termination of the Agreement. 2. This provision shall not be construed to prohibit employment of persons with whom the Contractor's officers, agents, or employees have family, business, or other ties, so long as the employment of such persons does not result in a conflict of interest (real or apparent) or increased costs over those associated with the employment of any other equally qualified applicant, and such persons have successfully competed for employment with the other applicants on a merit basis. F. Covenant Aqainst Contingent Fees 1. The Contractor warrants that no person or selling agency has been employed or retained to solicit this Agreement. There has been no agreement to make commission payments in order to obtain this Agreement. 2. For breach or violation of this warranty, CDA shall have the right to terminate this Agreement without liability or at its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingency fee. G. Pavroll Taxes and Deductions The Contractor shall promptly forward payroll taxes, insurances, and contributions, including State Disability Insurance, Unemployment Insurance, Old Age Survivors Disability Insurance, and federal and State income taxes withheld, to designated governmental agencies as required by law. H. Facility Construction or Repair This section applies only to Title III funds and not to other funds allocated to other Titles under the OAA. Title III funds may be used for facility construction or repair. 1. When applicable for purposes of construction or repair of facilities, the Contractor shall comply with the provisions contained in the following and shall include such provisions in any applicable agreements with subcontractors: Page 4 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE II. ASSURANCES (Continued) a. Copeland "Anti -Kickback" Act. [18 USC 874, 40 USC 276c] [29 CFR 3] b. Davis -Bacon Act. [40 USC 276a to 276a-7] [29 CFR 5] C. Contract Work Hours and Safety Standards Act. [40 USC 327 to 333] [29 CFR 5, 6, 7, 8] d. Executive Order 11246 of September 14, 1965, entitled "Equal Employment Opportunity" as amended by Executive Order 11375 of October 13, 1967, as supplemented in Department of Labor Regulations. [41 CFR 60] 2. Payments are not permitted for construction, renovation, alteration, improvement, or repair of privately -owned property which would enhance the owner's value of such property except where permitted by law and by CDA. 3. When funding is provided for construction and non -construction activities, the Contractor must obtain prior written approval from CDA before making any fund or budget transfers between construction and non -construction. Contracts in Excess of $100,000 If all funding provided herein exceeds $100,000, the Contractor shall comply with all applicable orders or requirements issued under the following laws: 1. Clean Air Act, as amended. [42 USC 7401] 2. Clean Water Act, as amended. [33 USC 1251 ] 3. Federal Water Pollution Control Act, as amended. [33 USC 1251, et seq.] 4. Environmental Protection Agency Regulations. [40 CFR, 29] [Executive Order 11738] 5. Public Contract Code Section 10295.3. J. Debarment, Suspension, and Other Responsibilitv Matters 1. The Contractor certifies to the best of its knowledge and belief, that it and its subcontractors: Page 5 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE II. ASSURANCES (Continued) a. Are not presently debarred, suspended, proposed for disbarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency. b. Have not, within a three-year period preceding this Agreement, 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 property. C. Are not presently indicted for, or otherwise criminally or civilly charged by a governmental entity (federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification. d. Have not, within a three-year period preceding this Agreement, had one or more public transactions (federal, State, or local) terminated for cause or default. 2. The Contractor shall report immediately to CDA in writing, any incidents of alleged fraud and/or abuse by either the Contractor or subcontractors. 3. The Contractor shall maintain any records, documents, or other evidence of fraud and abuse until otherwise notified by CDA. 4. The Contractor agrees to timely execute any and all amendments to this Agreement or other required documentation relating to the Subcontractor's debarment/suspension status. K. Aqreement Authorization If a public entity, the Contractor shall submit to CDA a copy of an approved resolution, order, or motion referencing this Agreement number authorizing execution of this Agreement. If a private nonprofit entity, the Contractor shall submit to CDA an authorization by the Board of Directors to execute this Agreement, referencing this Agreement number. 2. These documents, including minute orders must also identify the action taken. Page 6 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE If. ASSURANCES (Continued) 3. Documentation in the form of a resolution, order, or motion by the Governing Board of the AAA is required for the original and each subsequent amendment to this Agreement. This requirement may also be met by a single resolution from the Governing Board of the Contractor authorizing the AAA Director or designee to execute the original and all subsequent amendments to this Agreement. L. Contractor's Staff The Contractor shall maintain adequate staff to meet the Contractor's obligations under this Agreement. 2. This staff shall be available to the State for training and meetings which the State may find necessary from time to time. M. DUNS Number and Related Information The DUNS number must be provided to CDA prior to the execution of this Agreement. 2. The Contractor must keep the DUNS number and related updates on the website at http://fedgov.dnb.com/webform. 3. The Contractor shall review all DUNS information to ensure it is up-to-date and the DUNS number status is "active." 4. If CDA cannot access the Contractor's DUNS information related to this federal subaward on the Federal Funding Accountability and Transparency Act Subaward Reporting System (SAM.gov) due to errors in the Contractor's data entry for its DUNS number, the Contractor must immediately update the information as required. N. Corporate Status The Contractor shall be a public entity, private nonprofit entity, or Joint Powers Authority (JPA). If a private nonprofit corporation or JPA, the Contractor shall be in good standing with the Secretary of State of California and shall maintain that status throughout the term of this Agreement. 2. The Contractor shall ensure that any subcontractors providing services under this Agreement shall be of sound financial status. Page 7 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE II. ASSURANCES (Continued) 3. Any subcontracting private entity or JPA shall be in good standing with the Secretary of State of California and shall maintain that status throughout the term of this Agreement. 4. Failure to maintain good standing by the contracting entity shall result in suspension or termination of this Agreement with CDA until satisfactory status is restored. Failure to maintain good standing by a subcontracting entity shall result in suspension or termination of the subcontract by the Contractor until satisfactory status is restored. O. Lobbvinq Certification The Contractor, by signing this Agreement, hereby certifies to the best of its knowledge and belief, that: No federally appropriated funds have been paid or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency; a Member of Congress; an officer or employee of Congress; or an employee of a Member of Congress; in connection with the awarding of any 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. 2. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal 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 Contractor shall complete and submit Standard Form -LLL; Disclosure Form to Report Lobbying, in accordance with its instructions. 3. The Contractor shall require that the language of this certification be included in the award documents for all subcontracts at all tiers (including contracts under grants, loans, and cooperative agreements which exceed $100,000) and that all subcontractors shall certify and disclose accordingly. 4. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. 5. This certification is a prerequisite for making or entering into this transaction imposed by 31 USC 1352. Page 8 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE II. ASSURANCES (Continued) 6. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. ARTICLE III. AGREEMENT A copy of this executed Agreement is on file and available for inspection at the California Department of Aging, 1300 National Drive, Suite 200, Sacramento, California 95834. ARTICLE IV. COMMENCEMENT OF WORK Should the Contractor or subcontractor begin work in advance of receiving notice that this Agreement is approved, that work may be considered as having been performed at risk as a mere volunteer and may not be reimbursed or compensated. ARTICLE V. SUBCONTRACTS A. The Contractor is responsible for carrying out the terms of this Agreement, including the satisfaction, settlement, and resolution of all administrative, programmatic, and fiscal aspects of the program(s), including issues that arise out of any subcontracts, and shall not delegate or contract these responsibilities to any other entity. This includes, but is not limited to, disputes, claims, protests of award, or other matters of a contractual nature. The Contractor's decision is final and the Subcontractor has no right of appeal to CDA. B. The Contractor shall, in the event any subcontractor is utilized by the Contractor for any portion of this Agreement, retain the prime responsibility for all the terms and conditions set forth, including but not limited to, the responsibility for preserving the State's copyrights and rights in data in accordance with Article XIX. of this Exhibit, for handling property in accordance with Article VII. of this Exhibit, and ensuring the keeping of, access to, availability of, and retention of records of subcontractors in accordance with Article VI. of this Exhibit. C. The Contractor shall not obligate funds for this Agreement in any subcontracts for services beyond the ending date of this Agreement. D. The Contractor shall have no authority to contract for, or on behalf of, or incur obligations on behalf of the State. E. The Contractor shall maintain on file copies of subcontracts, memorandums and/or Letters of Understanding which shall be made available for review at the request of CDA. Page 9 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE V. SUBCONTRACTS (Continued) F. The Contractor shall monitor the insurance requirements of its subcontractors in accordance with Article XI. of this Exhibit. G. The Contractor shall require language in all subcontracts to require all subcontractors to indemnify, defend, and save harmless the Contractor, its officers, agents, and employees from any and all claims and losses accruing to or resulting from any subcontractors, suppliers, laborers, and any other person, firm, or corporation furnishing or supplying work services, materials, or supplies in connection with any activities performed for which funds from this Agreement were used and from any and all claims and losses accruing or resulting to any person, firm, or corporation who may be injured or damaged by the Subcontractor(s) in the performance of this Agreement. H. The Contractor shall ensure that the Subcontractor will complete all reporting and expenditure documents requested by CDA. These reporting and expenditure documents shall be sent to the Contractor in a timely manner and at intervals as determined by CDA. I. The Contractor shall, prior to the awarding of a subcontract to any for-profit entity, submit the following to CDA for review and approval: The Request for Proposal or Invitation for Bid. 2. All bid proposals received. 3. The proposal or bid evaluation documentation, along with the Contractor's rationale for awarding the subcontract to a for-profit entity. [22 CCR 7362] Where a program may be subcontracted to a for-profit organization, the Contractor should include in its contract with the for-profit entity, a requirement for performance of a program -specific audit of the subcontracted program by an independent audit firm. The Contractor shall require all subcontractors to maintain adequate staff to meet the Subcontractor's Agreement with the Contractor. This staff shall be available to the State for training and meetings which the State may find necessary from time to time. K. If a private nonprofit corporation, the Subcontractor shall be in good standing with the Secretary of State of California and shall maintain that status throughout the term of the Agreement. L. The Contractor shall refer to 2 CFR 200, Subpart F - Audit Requirements and 45 CFR 75, Subpart F — Audit Requirements in making a determination if a subcontractor relationship Page 10 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE V. SUBCONTRACTS (Continued) exists. If such a relationship exists, then the Contractor shall follow the procurement requirements in the applicable regulation. M. The Contractor shall utilize procurement procedures as follows: 1. The Contractor shall obtain goods and services through open and competitive awards. Each Contractor shall have written policies and procedures, including application forms, for conducting an open and competitive process, and any protests resulting from the process. 2. For goods and services purchased with Title II I or Title VI I funds, the procurement procedures must include, at a minimum, the requirements set forth in 22 CCR 7352. The only exception is contained in 22 CCR 7360(a). The Contractor issuing a noncompetitive award must comply with 22 CCR 7360(b) -(d). ARTICLE VI. RECORDS A. The Contractor shall maintain complete records which shall include, but not be limited to, accounting records, contracts, agreements, a reconciliation of the "Financial Closeout Report" (CDA Closeout) to the audited financial statements, single audit report, and general ledgers, and a summary worksheet identifying the results of performing an audit resolution of its subcontractors in accordance with Article X. of this Exhibit. This includes the following: Letters of Agreement, insurance documentation, Memorandums and/or Letters of Understanding, patient or client records, and electronic files of its activities and expenditures hereunder in a form satisfactory to CDA. All records pertaining to this Agreement must be made available for inspection and audit by the State or its duly authorized agents, at any time during normal business hours. B. All such records, including confidential records, must be maintained and made available by the Contractor: (1) until an audit has occurred and an audit resolution has been issued or unless otherwise authorized in writing by CDA's Audit Branch, (2) for such longer period, if any, as is required by applicable statute, by any other clause of this Agreement, or by Sections B and C of this Article, and (3) for such longer period as CDA deems necessary. C. If this Agreement is completely or partially terminated, the records relating to the work terminated shall be preserved and made available for the same periods as specified in Section A above. The Contractor shall ensure that any resource directories and all client records remain the property of CDA upon termination of this Agreement, and are returned to CDA or transferred to another contractor as instructed by CDA. Page 11 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE VI. RECORDS (Continued) D. In the event of any litigation, claim, negotiation, audit exception, or other action involving the records, all records relative to such action shall be maintained and made available until every action has been cleared to the satisfaction of the State and is so stated in writing to the Contractor. E. Adequate source documentation of each transaction shall be maintained relative to the allowability of expenditures reimbursed by the State under this Agreement. If the allowability of expenditures cannot be determined because records or documentation of the Contractor are nonexistent or inadequate according to guidelines set forth in 2 CFR 200.302 and CFR 75.302, the expenditures will be questioned in the audit and may be disallowed by CDA during the audit resolution process. F. All records containing confidential information shall be handled in a confidential manner in accordance with the requirements for information integrity and security, and in accordance with guidelines set forth in this Article, and Article XVI I I. After the authorized period has expired, confidential records shall be shredded and disposed of in a manner that will maintain confidentiality. ARTICLE VII. PROPERTY A. Unless otherwise provided for in this Article, property refers to all assets used in operation of this Agreement. Property includes land, buildings, improvements, machinery, vehicles, furniture, tools, and intangibles, etc. 2. Property does not include consumable office supplies such as paper, pencils, toner cartridges, file folders, etc. B. Property meeting all of the following criteria is subject to the reporting requirements: 1. Has a normal useful life of at least one (1) year. 2. Has a unit acquisition cost of at least $500 (a desktop or laptop setup, including all peripherals is considered a unit, if purchased as a unit). 3. Is used to conduct business under this Agreement. C. Additions, improvements, and betterments to assets meeting all of the conditions in Section B above must also be reported. Additions typically involve physical extensions of existing units. Improvements and betterments typically do not increase the physical size of the asset. Instead, improvements and betterments enhance the condition of an asset (e.g., extend life, increase service capacity, and lower operating costs). Examples of assets that might be improved and bettered Page 12 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE VII. PROPERTY (Continued) include roads, bridges, curbs and gutters, tunnels, parking lots, streets and sidewalks, drainage, and lighting systems. D. Intangibles are property which lack physical substance but give valuable rights to the owner. Examples of intangible property include patents, copyrights, leases, and computer software. By contrast, hardware consists of tangible equipment (e.g., computer printer, terminal, etc.). Costs include all amounts incurred to acquire and to ready the intangible asset for its intended use. Typical intangible property costs include the purchase price, legal fees, and other costs incurred to obtain title to the asset. E. The Contractor shall keep track of property purchased with funds from this Agreement, and submit to CDA annually with the Closeout, in electronic form, a cumulative inventory of all property furnished or purchased by either the Contractor or the Subcontractor with funds awarded under the terms of this Agreement or any predecessor Agreement for the same purpose. The Contractor shall use the electronic version of the Report of Property Furnished/Purchased with Aqreement Funds (CDA 32) to report property to CDA, unless otherwise directed by CDA. The Contractor shall record the following information when property is acquired: 1. Date acquired. 2. Item description (include model number). 3. CDA tag number or other tag identifying it as CDA property. 4. Serial number (if applicable). 5. Purchase cost or other basis of valuation. 6. Fund source. F. Disposal of Property 1. Prior to disposal of any property purchased by the Contractor or the Subcontractor with funds from this Agreement or any predecessor Agreement, the Contractor must obtain approval from CDA for all items with a unit cost of $500 or more. Disposition, which includes sale, trade- in, discarding, or transfer to another agency may not occur until approval is received from CDA. The Contractor shall email to CDA the electronic version of the Request to Dispose of Property (CDA 248). CDA will then instruct the AAA on disposition of the property. Once approval for Page 13 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE VII. PROPERTY (Continued) disposal has been received from CDA, the item(s) shall be removed from the Contractor's inventory report. 2. The Contractor must remove all confidential, sensitive, or personal information from CDA property prior to disposal, including removal or destruction of data on computing devices with digital memory and storage capacity. This includes, but is not limited to magnetic tapes, flash drives, personal computers, personal digital assistants, cell or smart phones, multi -function printers, and laptops. G. The Contractor shall immediately investigate and within five (5) days fully document the loss, destruction, or theft of such property. H. The State reserves title to all State -purchased or financed property not fully consumed in the performance of this Agreement, unless otherwise required by federal law or regulations or as otherwise agreed by the parties. The Contractor shall exercise due care in the use, maintenance, protection, and preservation of such property during the period of the project, and shall assume responsibility for replacement or repair of such property during the period of the project, or until the Contractor has complied with all written instructions from CDA regarding the final disposition of the property. J. In the event of the Contractor's dissolution or upon termination of this Agreement, the Contractor shall provide a final property inventory to the State. The State reserves the right to require the Contractor to transfer such property to another entity, or to the State. K. To exercise the above right, no later than one hundred twenty (120) days after termination of this Agreement or notification of the Contractor's dissolution, the State will issue specific written disposition instructions to the Contractor. L. The Contractor shall use the property for the purpose for which it was intended under the Agreement. When no longer needed for that use, the Contractor shall use it, if needed, and with written approval of the State for other purposes in this order: 1. For another CDA program providing the same or similar service. 2. For another CDA -funded program. M. The Contractor may share use of the property and equipment or allow use by other programs, upon written approval from CDA. As a condition of the approval, CDA may require reimbursement under this Agreement for its use. Page 14 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE VII. PROPERTY (Continued) N. The Contractor or subcontractors shall not use equipment or supplies acquired under this Agreement with federal and/or State monies for personal gain or to usurp the competitive advantage of a privately -owned business entity. O. If purchase of equipment is a reimbursable item, the equipment to be purchased will be specified in the budget. P. The Contractor shall include the provisions contained in this Article in all its subcontracts awarded under this Agreement. ARTICLE VIII. ACCESS The Contractor shall provide access to the federal or State contracting agency, the California State Auditor, the Comptroller, General of the United States, or any of their duly authorized federal or State representatives to any books, documents, papers, and records of the Contractor or subcontractor which are directly pertinent to this specific Agreement for the purpose of making an audit, examination, excerpts, and transcriptions. The Contractor shall include this requirement in its subcontracts. ARTICLE IX. MONITORING AND EVALUATION A. Authorized State representatives shall have the right to monitor and evaluate the Contractor's administrative, fiscal and program performance pursuant to this Agreement. Said monitoring and evaluation may include, but is not limited to, administrative processes, fiscal, data and procurement components. This will include policies, procedures, procurement, audits, inspections of project premises, interviews of project staff and participants and, when applicable, inspection of food preparation sites. B. The Contractor shall cooperate with the State in the monitoring and evaluation processes, which include making any administrative, program and fiscal staff available during any scheduled process. C. The Contractor shall monitor contracts and subcontracts to ensure compliance with laws, regulations, and the provisions of contracts that may have a direct and/or material effect on each of its major programs. D. The Contractor is responsible for maintaining supporting documentation including financial and statistical records, contracts, subcontracts, monitoring reports, and all other pertinent records until an audit has occurred and an audit resolution has been issued or unless otherwise authorized in writing by CDA. Page 15 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE X. AUDITS A. Contractors that expend $750,000 or more in federal funds shall arrange for an audit to be performed as required by the Single Audit Act of 1984, Public Law 98- 502; the Single Audit Act Amendments of 1996, Public Law 104-156; 2 CFR 200.501 to 200.521; and 45 CFR 75.501 to 75.521. A copy shall be submitted to the: California Department of Aging Attention: Audit Branch 1300 National Drive, Suite 200 Sacramento, California 95834 The copy shall be submitted within thirty (30) days after receipt of the Auditor's report or nine (9) months after the end of the audit period, whichever occurs first, or unless a longer period is agreed to in advance by the cognizant or oversight Welawl For purposes of reporting, the Contractor shall ensure that State -funded expenditures are displayed discretely along with the related federal expenditures in the single audit report's "Schedule of Expenditures of Federal Awards" (SEFA) under the Catalog of Federal Domestic Assistance (CFDA) number. For State contracts that do not have CFDA numbers, the Contractor shall ensure that the State -funded expenditures are discretely identified in the SEFA by the appropriate program name, identifying grant/contract number, and as passed through CDA. B. The Contractor shall perform a reconciliation of the "Financial Closeout Report" to the audited financial statements, single audit, and general ledgers. The reconciliation shall be maintained and made available for CDA review. C. The Contractor shall, at a minimum, perform Contract resolution within fifteen (15) months of the "Financial Closeout Report." D. The Contractor shall have the responsibility for resolving its contracts with subcontractors to determine whether funds provided under this Agreement are expended in accordance with applicable laws, regulations, and provisions of contracts or agreements. Contract resolution includes: Ensuring that subcontractors expending $750,000 or more in federal awards during the Subcontractor's fiscal year have met the audit requirements of 2 CFR 200.501 - 200.521 and 45 CFR 75.501 - 75.521 as summarized in Section D and E of this Article. Page 16 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE X. AUDITS (Continued) 2. Issuing a management decision on audit findings within six (6) months after receipt of the Subcontractor's single audit report and ensuring that the Subcontractor takes appropriate and timely corrective action. 3. Reconciling expenditures reported to the Contractor to the amounts identified in the single audit or other type of audit if the Subcontractor was not subject to the single audit requirements. For a subcontractor who was not required to obtain a single audit and did not obtain another type of audit, the reconciliation of expenditures reported to CDA must be accomplished through performing alternative procedures (e.g., risk assessment [2 CFR 200.331] [45 CFR 75.352], documented review of financial statements, and documented expense verification, including match, etc.). 4. When alternative procedures are used, the Contractor shall perform financial management system testing, which provides, in part, for the following: a. Accurate, current, and complete disclosure of the financial results of each federal award or program. b. Records that identify adequately the source and application of funds for each federally funded activity. C. Effective control over, and accountability for, all funds, property, and other assets to ensure these items are used solely for authorized purposes. d. Comparison of expenditures with budget amounts for each federal award. e. Written procedures to implement the requirements of 2 CFR 200.305 and 45 CFR 75.305. Written procedures for determining the allowability of costs in accordance with 2 CFR Part 200, Subpart E - Cost Principles and 45 CFR Part 75, Subpart E — Cost Principles. [2 CFR 200.302] [45 CFR 75.3021 5. The Contractor shall document system and expense testing to show an acceptable level of reliability, including a review of actual source documents. Page 17 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE X. AUDITS (Continued) 6. Determining whether the results of the reconciliations performed necessitate adjustment of the Contractor's own records. E. The Contractor shall ensure that subcontractor single audit reports meet 2 CFR 200, Subpart F - Audit Requirements and 45 CFR 75, Subpart F — Audit Requirements requirements: 1. Performed timely — not less frequently than annually and a report submitted timely. The audit is required to be submitted within thirty (30) days after receipt of the Auditor's report or nine (9) months after the end of the audit period, whichever occurs first. [2 CFR 200.512] [45 CFR 75.512] 2. Properly procured — use procurement standards for auditor selection. [2 CFR 200.509] [45 CFR 75.509] 3. Performed in accordance with Generally Accepted Government Auditing Standards. [2 CFR 200.514] [45 CFR 75.514] 4. All inclusive — includes an opinion (or disclaimer of opinion) of the financial statements; a report on internal control related to the financial statements and major programs; an opinion (or disclaimer of opinion) on compliance with laws, regulations, and the provisions of contracts; and the schedule of findings and questioned costs. [2 CFR 200.515] [45 CFR 75.515] 5. Performed in accordance with provisions applicable to this program as identified in 2 CFR 200, Subpart F Audit Requirements and 45 CFR Part 75, Subpart F — Audit Requirements. F. Requirements identified in Sections D and E of this Article shall be included in contracts with the Subcontractor. Further, the Subcontractor shall be required to include in its contract with the independent Auditor that the Auditor will comply with all applicable audit requirements/standards; CDA shall have access to all audit reports and supporting work papers, and CDA has the option to perform additional work, as needed. G. The Contractor shall prepare a summary worksheet of results from the contract resolutions performed of all subcontractors. The summary worksheet shall include, but not be limited to, contract amounts; amounts resolved; amounts of match verified, resolution of variances; recovered amounts; whether an audit was relied upon or the Contractor performed an independent expense verification review (alternative procedures) of the Subcontractor in making a determination; whether audit findings were issued; and, if applicable, issuance date of the management letter; and any communication or follow-up performed to resolve the findings. Page 18 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE X. AUDITS (Continued) H. A reasonably proportionate share of the costs of audits required by, and performed in accordance with the Single Audit Act Amendments of 1996, as implemented by requirements of this part, are allowable. However, the following audit costs are unallowable: Any costs when audits required by the Single Audit Act, 2 CFR 200, Subpart F — Audit Requirements and 45 CFR 75, Subpart F — Audit Requirements have not been conducted or have been conducted but not in accordance therewith; and 2. Any costs of auditing a non-federal entity that is exempted from having an audit conducted under the Single Audit Act, 2 CFR 200, Subpart F — Audit Requirements and 45 CFR 75, Subpart F — Audit Requirements because its expenditures under federal awards are less than $750,000 during the non-federal entity's fiscal year. a. The costs of a financial statement audit of a non-federal entity that does not currently have a federal award may be included in the indirect cost pool for a cost allocation plan or indirect cost proposal. b. Pass-through entities may charge federal awards for the cost of agreed -upon -procedures engagements to monitor subcontractors who are exempted from the requirements of the Single Audit Act, 2 CFR 200, Subpart F — Audit Requirements and 45 CFR 75, Subpart F — Audit Requirements. This cost is allowable only if the agreed-upon procedures engagements are conducted in accordance with Generally Accepted Government Auditing Standards (GAGAS) attestation standards, paid for and arranged by the pass-through entity, and limited in scope to one or more of the following types of compliance requirements: activities allowed or not allowed; allowable costs/cost principles; eligibility; and reporting. [2 CFR 200.4251 [45 CFR 75.4251 The Contractor shall cooperate with and participate in any further audits which may be required by the State. ARTICLE XI. INSURANCE A. Prior to commencement of any work under this Agreement, the Contractor shall provide for the term of this Agreement, the following insurance: Page 19 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE XI. INSURANCE (Continued) 1. General liability of not less than $1,000,000 per occurrence for bodily injury and property damage combined. Higher limits may be required by the State in cases of higher than usual risks. 2. Automobile liability including non -owned auto liability, of not less than $1,000,000 for volunteers and paid employees providing services supported by this Agreement. 3. If applicable, or unless otherwise amended by future regulation, the Contractor and subcontractors shall comply with the Public Utilities Commission General Order No. 115-F which requires higher levels of insurance for charter-party carriers of passengers and is based on seating capacity as follows: a. $750,000 if seating capacity is under 8 b. $1,500,000 if seating capacity is 8 — 15 C. $5,000,000 if seating capacity is over 15 4. Professional liability of not less than $1,000,000 as it appropriately relates to the services rendered. Coverage shall include medical malpractice and/or errors and omissions. (All programs except Title V). B. The insurance will be obtained from an insurance company acceptable to the Department of General Services, Office of Risk and Insurance Management (DGS, GRIM), or be provided through partial or total self-insurance acceptable to the Department of General Services (DGS). C. Evidence of insurance shall be in a form and content acceptable to DGS, ORIM. D. The Contractor shall notify the State within five (5) business days of any cancellation, non -renewal, or material change that affects required insurance coverage. E. Insurance obtained through commercial carriers shall meet the following requirements: The Certificate of Insurance shall provide the statement: "The Department of Aging, State of California, its officers, agents, employees, and servants are included as additional insureds, with respect to work performed for the State of California under this Agreement." Professional liability coverage is exempt from this requirement. Page 20 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE XI. INSURANCE (Continued) 2. CDA shall be named as the certificate holder and CDA's address must be listed on the certificate. F. The insurance provided herein shall be in effect at all times during the term of this Agreement. In the event the insurance coverage expires during the term of this Agreement, the Contractor agrees to provide CDA, at least thirty (30) days prior to the expiration date, a new Certificate of Insurance evidencing insurance coverage as provided herein for a period not less than the remaining Agreement term or for a period not less than one (1) year. In the event the Contractor fails to keep in effect at all times said insurance coverage, CDA may, in addition to any other remedies it may have, terminate this Agreement. G. The Contractor shall require its subcontractors under this Agreement, other than units of local government which are similarly self-insured, to maintain adequate insurance coverage for general liability, Worker's Compensation liabilities, and if appropriate, auto liability including non -owned auto and professional liability, and further, the Contractor shall require all of its subcontractors to hold the Contractor harmless. The Subcontractor's Certificate of Insurance for general and auto liability shall also name the Contractor, not the State, as the certificate holder and additional insured. The Contractor shall maintain Certificates of Insurance for all of its subcontractors. H. A copy of each appropriate Certificate of Insurance or letter of self-insurance, referencing this Agreement number shall be submitted to CDA with this Agreement. The Contractor shall be insured against liability for Worker's Compensation or undertake self-insurance in accordance with the provisions of the Labor Code and the Contractor affirms to comply with such provisions before commencing the performance of the work under this Agreement. [Labor Code § 3700] ARTICLE XII. TERMINATION A. Termination Without Cause CDA may terminate performance of work under this Agreement, in whole or in part, without cause, if CDA determines that a termination is in the State's best interest. CDA may terminate the Agreement upon ninety (90) days written notice to the Contractor. The Notice of Termination shall specify the extent of the termination and shall be effective ninety (90) days from the delivery of the Notice. The parties agree that if the termination of the Contract is due to a reduction or deletion of funding by the Department of Finance (DOF), Legislature or Congress, the Notice of Termination shall be effective thirty (30) days from the delivery of the Notice. The Contractor shall submit to CDA a Transition Plan as specified in Exhibit E of this Agreement. The parties agree that for the Page 21 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE XII. TERMINATION (Continued) terminated portion of the Agreement, the remainder of Agreement shall be deemed to remain in effect and is not void. B. Termination for Cause CDA may terminate performance of work under this Agreement, in whole or in part, for cause. CDA may terminate the Agreement upon thirty (30) days written notice to the Contractor. The Notice of Termination shall be effective thirty (30) days from the delivery of the Notice of Termination unless the grounds for termination are due to threat to life, health or safety of the public and in that case, the termination shall take effect immediately. The Contractor shall submit to CDA a Transition Plan as specified in Exhibit E of this Agreement. The grounds for termination for cause shall include, but are not limited to, the following: In case of threat of life, health or safety of the public, termination of the Agreement shall be effective immediately. 2. A violation of the law or failure to comply with any condition of this Agreement. 3. Inadequate performance or failure to make progress so as to endanger performance of this Agreement. 4. Failure to comply with reporting requirements. 5. Evidence that the Contractor is in an unsatisfactory financial condition as determined by an audit of the Contractor or evidence of a financial condition that endangers performance of this Agreement and/or the loss of other funding sources. 6. Delinquency in payment of taxes or payment of costs for performance of this Agreement in the ordinary course of business. 7. Appointment of a trustee, receiver, or liquidator for all or a substantial part of the Contractor's property, or institution of bankruptcy, reorganization or the arrangement of liquidation proceedings by or against the Contractor. 8. Service of any writ of attachment, levy of execution, or commencement of garnishment proceedings against the Contractor's assets or income. 9. The commission of an act of bankruptcy. 10. Finding of debarment or suspension. [Article II J] 11. The Contractor's organizational structure has materially changed. Page 22 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE XII. TERMINATION (Continued) 12. CDA determines that the Contractor may be considered a "high risk" agency as described in 2 CFR 200.205 and 45 CFR 75.205. If such a determination is made, the Contractor may be subject to special conditions or restrictions. C. Contractor's Obliqation After Notice of Termination After receipt of a Notice of Termination, and except as directed by CDA, the Contractor shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any funds due under this clause. The Contractor shall: Stop work as specified in the Notice of Termination. 2. Place no further subcontracts for materials or services, except as necessary, to complete the continued portion of the Contract. 3. Terminate all subcontracts to the extent they relate to the work terminated. 4. Settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts, (the approval or ratification of which will be final for purposes of this clause). D. Effective Date Termination of this Agreement shall take effect immediately in the case of an emergency such as threat to life, health, or safety of the public. The effective date for Termination with Cause or for funding reductions is thirty (30) days and Termination without Cause is ninety (90) days subsequent to written notice to the Contractor. The notice shall describe the action being taken by CDA, the reason for such action and, any conditions of the termination, including the date of termination. E. Voluntary Termination of Area Plan Aqreement (Title III Only) Pursuant to 22 CCR 7210, the Contractor may voluntarily terminate its contract prior to its expiration either by mutual agreement with CDA or upon thirty (30) days written notice to CDA. In case of voluntary termination, the Contractor shall allow CDA up to one hundred eighty (180) days to transition services. The Contractor shall submit a Transition Plan in accordance with Exhibit E of this Agreement. Page 23 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE XII. TERMINATION (Continued) F. Notice of Intent to Terminate by Contractor (All other non -Title III Proqrams) In the event the Contractor no longer intends to provide services under this Agreement, the Contractor shall give CDA Notice of Intent to Terminate. Such notice shall be given in writing to CDA at least one hundred eighty (180) days prior to the proposed termination date. Unless mutually agreed upon, the Contractor does not have the authority to terminate the Agreement. The Notice of Intent to Terminate shall include the reason for such action and the anticipated last day of work. The Contractor shall submit a Transition Plan in accordance with Exhibit E. G. In the Event of a Termination Notice CDA will present written notice to the Contractor of any condition, such as, but not limited to, transfer of clients, care of clients, return of unspent funds; and disposition of property, which must be met prior to termination. ARTICLE XIII. REMEDIES The Contractor agrees that any remedy provided in this Agreement is in addition to and not in derogation of any other legal or equitable remedy available to CDA as a result of breach of this Agreement by the Contractor, whether such breach occurs before or after completion of the project. ARTICLE XIV. DISSOLUTION OF ENTITY The Contractor shall notify CDA immediately of any intention to discontinue existence of the entity or to bring an action for dissolution. ARTICLE XV. AMENDMENTS, REVISIONS OR MODIFICATIONS A. No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed and approved through the State amendment process in accordance with the State Contract Manual. No oral understanding or agreement not incorporated in this Agreement is binding on any of the parties. B. The State reserves the right to revise, waive, or modify the Agreement to reflect any restrictions, limitations, or conditions enacted by Congress or the Legislature or as directed by the Executive Branch of State government. ARTICLE XVI. NOTICES A. Any notice to be given hereunder by either party to the other may be effected by personal delivery in writing or by registered or certified mail, overnight mail, Page 24 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE XVI. NOTICES (Continued) postage prepaid, return receipt requested, provided the Contractor retains receipt, and shall be communicated as of actual receipt. B. Any notice given to CDA for the Contractor's change of legal name, main address, or name of the Director shall be addressed to the Director of CDA on the Contractor's letterhead. C. All other notices with the exception of those identified in Section B of this Article shall be addressed to the California Department of Aging, AAA Based Teams, 1300 National Drive, Suite 200, Sacramento, California, 95834. Notices mailed to the Contractor shall be to the address indicated on the coversheet of this Agreement. D. Either party may change its address by written notice to the other party in accordance with this Article. ARTICLE XVII. DEPARTMENT CONTACT A. The name of CDA's contact to request revisions, waivers, or modifications affecting this Agreement, will be provided by the State to the Contractor upon full execution of this Agreement. B. The Contractor shall, upon request from CDA, submit the name of its Agency Contract Representative (ACR) for this Agreement by submitting an Agency Contract Representative form to CDA's Contracts and Business Services Section. This form requires the ACR's address, phone number, email address, and FAX number to be included on this form. For any change in this information, the Contractor shall submit an amended Agency Contract Representative form to the same address. This form may be requested from CDA's Contracts and Business Services Section. ARTICLE XVIII. INFORMATION INTEGRITY, AND SECURITY A. Information Assets The Contractor shall have in place operational policies, procedures, and practices to protect State information assets, (i.e., public, confidential, sensitive and/or personal information) as specified in the State Administrative Manual, § 5300 to 5365.3; Cal. Gov. Code § 11019.9, DGS Management Memo 06 12; DOF Budget Letter 06-34; and CDA Program Memorandum 07-18 Protection of Information Assets. Information assets include (but are not limited to): Page 25 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE XVIII. INFORMATION INTEGRITY, AND SECURITY (Continued) 1. Information collected and/or accessed in the administration of the State programs and services. 2. Information stored in any media form, paper or electronic. B. Encrvption on Portable Computing Devices The Contractor is required to encrypt data collected under this Agreement that is confidential, sensitive, and/or personal including data stored on portable computing devices (including but not limited to, laptops, personal digital assistants, notebook computers and backup media) and/or portable electronic storage media (including but not limited to, discs, thumb/flash drives, portable hard drives, and backup media). C. Disclosure The Contractor shall ensure that personal, sensitive and confidential information is protected from inappropriate or unauthorized access or disclosure in accordance with applicable laws, regulations and State policies. The requirement to protect information shall remain in force until superseded by laws, regulations or policies. 2. The Contractor shall protect from unauthorized disclosure, names and other identifying information concerning persons receiving services pursuant to this Agreement, except for statistical information not identifying any participant. 3. "Identifying information" shall include, but not be limited to: name; identifying number; social security number; state driver's license or state identification number; financial account numbers; and symbol or other identifying characteristic assigned to the individual, such as finger or voice print or a photograph. 4. The Contractor and it subcontractors shall not use the identifying information in paragraph 3 above for any purpose other than carrying out the Contractor's obligations under this Agreement. The Contractor and its subcontractors are authorized to disclose and access identifying information for this purpose as required by OAA. 5. The Contractor shall not, except as otherwise specifically authorized or required by this Agreement or court order, disclose any identifying information obtained under the terms of this Agreement to anyone other than CDA without prior written authorization from CDA. The Contractor may be authorized, in writing, by a participant to disclose identifying information specific to the authorizing participant. Page 26 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE XVIII. INFORMATION INTEGRITY, AND SECURITY (Continued) 6. The Contractor may allow a participant to authorize the release of information to specific entities, but shall not request or encourage any participant to give a blanket authorization or sign a blank release, nor shall the Contractor accept such blanket authorization from any participant. D. Training/Education The Contractor must provide ongoing education and training, at least annually, to all employees and subcontractors who handle personal, sensitive or confidential information. The Contractor's employees, subcontractors, and volunteers must complete the required Security Awareness Training module located at www.aginq.ca.aov within thirty (30) days of the start date of the Contract/Agreement or within thirty (30) days of the start date of any new employee, subcontractor or volunteer. The Contractor must maintain certificates of completion on file and provide them to CDA upon request. Training may be provided on an individual basis or in groups. A sign -in sheet is acceptable documentation for group training in lieu of individual certificates. If internet access is not available, a hardcopy of the training module may be provided to employees and/or volunteers for completion. 2. The Contractor may substitute CDA's Security Awareness Training program with its own Security Training provided such training meets or exceeds CDA's training requirement. Contractors shall maintain documentation of training and education provided to their staff, volunteers, and/or subcontractors. 3. All employees and volunteers who handle personal, sensitive or confidential information relating to CDA's programs must participate in Security Awareness Training. E. Health Insurance Portabilitv and Accountabilitv Act (HIPAA) The Contractor agrees to comply with the privacy and security requirements of HIPAA to the extent applicable and to take all reasonable efforts to implement HIPAA requirements. The Contractor will make reasonable efforts to ensure that subcontractors comply with the privacy and security requirements of HIPAA. F. Contractor Confidentialitv Statement The Contractor shall sign and return a Contractor/Vendor Confidentiality Statement (CDA 1024) form with this Agreement. This is to ensure that the Contractor is aware of, and agrees to comply with, their obligations to protect CDA information assets from unauthorized access and disclosure. Page 27 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE XVIII. INFORMATION INTEGRITY, AND SECURITY (Continued) G. Securitv Incident Reportinq A security incident occurs when CDA information assets are accessed, modified, destroyed, or disclosed without proper authorization, or are lost or stolen. The Contractor must report all security incidents to the appropriate CDA Program Manager immediately upon detection. A Security Incident Report (CDA 1025) form must be submitted to the CDA Information Security Officer within five (5) business days of the date the incident was detected. H. Notification of Securitv Breach to Data Subiects Notice must be given by the Contractor or subcontractors to any data subject whose personal information could have been breached. 2. Notice must be given in the most expedient time possible and without unreasonable delay except when notification would impede a criminal investigation or when necessary measures to restore system integrity are required. 3. Notice may be provided in writing, electronically, or by substitute notice in accordance with State law, regulation, or policy. I. Software Maintenance The Contractor shall apply security patches and upgrades and keep virus software up-to-date on all systems on which State data may be used. J. Electronic Backups The Contractor shall ensure that all electronic information is protected by performing regular backup of automated files and databases and ensure the availability of information assets for continued business. The Contractor shall ensure that any portable electronic media used for backups is encrypted. K. Provisions of this Article The provisions contained in this Article shall be included in all contracts of both the Contractor and its subcontractors. Page 28 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE XIX. COPYRIGHTS AND RIGHTS IN DATA A. Copvrights 1. If any material funded by this Agreement is subject to copyright, the State reserves the right to copyright such material and the Contractor agrees not to copyright such material, except as set forth in Section B of this Article. 2. The Contractor may request permission to copyright material by writing to the Director of CDA. The Director shall grant permission, or give reason for denying permission to the Contractor in writing within sixty (60) days of receipt of the request. 3. If the material is copyrighted with the consent of CDA, the State reserves a royalty -free, non-exclusive, and irrevocable license to reproduce, prepare derivative works, publish, distribute and use such materials, in whole or in part, and to authorize others to do so, provided written credit is given to the author. 4. The Contractor certifies that it has appropriate systems and controls in place to ensure that State funds will not be used in the performance of this contract for the acquisition, operation, or maintenance of computer software in violation of copyright laws. B. Riqhts in Data The Contractor shall not publish or transfer any materials, as defined in paragraph 2 below, produced or resulting from activities supported by this Agreement without the express written consent of the Director of CDA. That consent shall be given, or the reasons for denial shall be given, and any conditions under which it is given or denied within thirty (30) days after the written request is received by CDA. CDA may request a copy of the material for review prior to approval of the request. This subsection is not intended to prohibit the Contractor from sharing identifying client information authorized by the participant or summary program information which is not client -specific. 2. As used in this Agreement, the term "subject data" means writings, sound recordings, pictorial reproductions, drawings, designs or graphic representations, procedural manuals, forms, diagrams, workflow charts, equipment descriptions, data files and data processing or computer programs, and works of any similar nature (whether or not copyrighted or copyrightable) which are first produced or developed under this Agreement. The term does not include financial reports, cost analyses Page 29 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE XIX. COPYRIGHTS AND RIGHTS IN DATA (Continued) and similar information incidental to contract administration, or the exchange of that information between AAAs to facilitate uniformity of contract and program administration on a statewide basis. 3. Subject only to other provisions of this Agreement, the State may use, duplicate, or disclose in any manner, and have or permit others to do so subject to State and federal law, all subject data delivered under this Agreement. ARTICLE XX. BILINGUAL AND LINGUISTIC PROGRAM SERVICES [Cal. Gov. Code 11135-11139.5] [22 CCR § 98211, 98310-98314, 98324- 98326,98340,98370] 8324- 98326,98340,98370] A. Needs Assessment The Contractor shall conduct a cultural and linguistic group -needs assessment of the eligible client population in the Contractor's service area to assess the language needs of the population and determine what reasonable steps are necessary to ensure meaningful access to services and activities to eligible individuals. [22 CCR 98310, 98314] The group -needs assessment shall take into account the following four (4) factors: a. Number or proportion of persons with Limited English Proficiency (LEP) eligible to be served or encountered by the program. b. Frequency with which LEP individuals come in contact with the program. C. Nature and importance of the services provided. d. Local or frequently used resources available to the Contractor. This group -needs assessment will serve as the basis for the Contractor's determination of "reasonable steps" and provide documentary evidence of compliance with Cal. Gov. Code § 11135 et seq.; 22 CCR 98000 to 98382. 2. The Contractor shall prepare and make available a report of the findings of the group -needs assessment that summarizes: a. Methodologies used. Page 30 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE XX. BILINGUAL AND LINGUISTIC PROGRAM SERVICES [Cal. Gov. Code 11135-11139.5] [22 CCR § 98211, 98310-98314, 98324- 98326, 98340, 98370] (Continued) b. The linguistic and cultural needs of non-English speaking or LEP groups. C. Services proposed to address the needs identified and a timeline for implementation. [22 CCR 98310] 3. The Contractor shall maintain a record of the group -needs assessment on file at the Contractor's headquarters at all times during the term of this Agreement. [22 CCR 98310, 98313] B. Provision of Services The Contractor shall take reasonable steps, based upon the group -needs assessment identified in Section A of this Article, to ensure that "alternative communication services" are available to non-English speaking or LEP beneficiaries of services under this Agreement. [22 CCR 98211 ] 2. "Alternative communication services" include, but are not limited to, the provision of services and programs by means of the following: a. Interpreters or bilingual providers and provider staff. b. Contracts with interpreter services. C. Use of telephone interpreter lines. d. Sharing of language assistance materials and services with other providers. e. Translated written information materials, including but not limited to, enrollment information and descriptions of available services and programs. Referral to culturally and linguistically appropriate community service programs. 3. Based upon the findings of the group -needs assessment, the Contractor shall ensure that reasonable alternative communication services are available to meet the linguistic needs of identified eligible client population groups at key points of contact. Key points of contact include, but are not limited to, telephone contacts, office visits and in-home visits. [22 CCR 98211 ] Page 31 of 32 Special Terms and Conditions - Exhibit D AP 16-17 Contract ARTICLE XX. BILINGUAL AND LINGUISTIC PROGRAM SERVICES [Cal. Gov. Code 11135-11139.5] [22 CCR § 98211, 98310-98314, 98324- 98326, 98340, 98370] (Continued) The Contractor shall self -certify to compliance with the requirements of this section and shall maintain the self -certification record on file at the Contractor's office at all times during the term of this Agreement. [22 CCR 98310] 4. The Contractor shall notify its employees of clients' rights regarding language access and the Contractor's obligation to ensure access to alternative communication services where determined appropriate based upon the needs assessment conducted by the Contractor. [22 CCR 98324] 5. Noncompliance with this section may result in suspension or termination of funds and/or termination of this Agreement. [22 CCR 983701 C. Compliance Monitoring The Contractor shall develop and implement policies and procedures for assessing and monitoring the performance of individuals and entities that provide alternative communication services to non-English and LEP clients. [22 CCR 98310] 2. The Contractor shall monitor, evaluate, and take effective action to address any needed improvement in the delivery of culturally and linguistically appropriate services. [22 CCR 98310] 3. The Contractor shall permit timely access to all records of compliance with this section. Failure to provide access to such records may result in appropriate sanctions. [22 CCR 98314] D. Notice to Eligible Beneficiaries of Contracted Services The Contractor shall designate an employee to whom initial complaints or inquiries regarding national origin can be directed. [22 CCR 98325] 2. The Contractor shall make available to ultimate beneficiaries of contracted services and programs information regarding CDA's procedure for filing a complaint and other information regarding the provisions of Cal. Gov. Code § 11135 et seq. [22 CCR 98326] 3. The Contractor shall notify CDA immediately of a complaint alleging discrimination based upon a violation of State or federal law. [22 CCR 98211, 98310, 98340] Page 32 of 32 Additional Provisions - Exhibit E AP 16-17 Contract ARTICLE I. ASSURANCES SPECIFIC TO THIS AGREEMENT A. General Assurances The Contractor shall assure that the following conditions are met: 1. Services are provided only to the defined Eligible Service Population. 2. If the Contractor makes any award of funds to a public or private nonprofit agency, for the following purposes: (1) acquiring, altering, leasing, or renovating a facility, including a mobile facility, for use as a multipurpose senior center or (2) constructing a facility, including a mobile facility, for use as a multipurpose senior center, the Contractor shall adhere to the program requirements and to 45 CFR 75.327(2), "Procurement Standards" (procurement by contractors and subcontractors for nonprofit organizations), and 45 CFR 75.327 (procurement for State and local governments), as applicable. 3. The Contractor shall comply with the standards and guidelines for procurement of supplies, equipment, construction, and services as provided in 45 CFR 75.328. 4. The Contractor assures that when an existing facility has been altered (with funds made available by this Agreement) and is used as a multipurpose senior center, the period of time in which such facility shall be used as a center is as follows: a. Not less than three (3) years from the date the Agreement terminates, where the amount of the Agreement, including the non-federal share, does not exceed $30,000. b. If the Agreement amount exceeds $30,000, the fixed period of time shall be not less than three (3) years from the date of Agreement plus one (1) year for each additional $10,000, or part thereof, to a maximum of $75,000. C. For Agreement amounts which exceed $75,000, the fixed period of time shall be no less than ten (10) years. 5. Any multipurpose senior center constructed with funds made available by this Agreement shall be used for that purpose for at least twenty (20) years after completion of that construction. 6. Any facility to be used as a senior center and acquired with funds made available by this Agreement shall be used for that purpose for at least ten (10) years from the date of acquisition. Page 1 of 16 Additional Provisions - Exhibit E AP 16-17 Contract ARTICLE I. ASSURANCES SPECIFIC TO THIS AGREEMENT (Continued) 7. Any agency awarded Title III funds for senior center acquisition or construction will have a completed and notarized Notice of Assurances to the State of California of the Use of Property and the United States' Right of Recapture (CDA 214) recorded with the County Recorder. The Contractor shall periodically validate continuing use of such facility as a senior center during the recapture period. 8. CDA will make funds available only for the support of activities specified in an approved and current Area Plan that is in compliance with State and federal laws and regulations. 9. The Contractor and/or Subcontractor shall make use of trained volunteers to expand the provision of FCSP activities in accordance with OAA § 373(d). 10. An individual's receipt of services under the In -Home Supportive Services Program shall not be the sole cause for denial of any services provided by the AAA or its subcontractors. 11. Funds made available under Title III E shall be budgeted and expended in accordance with the five federal support service components specified in OAA § 373(b), and distinguished between "caregiver" and "grandparent" support services, as required for NAPIS. 12. Funds made available under Title III E shall enable comprehensive and multifaceted systems of support services that include the five federal support service components for both "family caregiver" and "grandparent caregiver" [OAA § 373(a) -(b)], unless the AAA has documented through the Area Plan process that one or more of these components is being addressed by other sources. 13. Funds made available under this Agreement shall supplement, and not supplant, any federal, State, or local funds expended by a State or unit of general purpose local government to provide Title III (excluding III E) and Title VII services. 14. Funds made available under Title III E shall supplement and not supplant other services that may directly or indirectly support unpaid caregiving, such as Medicaid waiver programs (e.g., the Multipurpose Senior Services Program, etc.) or other caregiver services such as those provided through the Department of Social Services' Kinship Support Service Programs, the California Community Colleges' Foster and Kinship Care Education Programs, the Department of Developmental Services' Regional Centers, Page 2 of 16 Additional Provisions - Exhibit E AP 16-17 Contract ARTICLE I. ASSURANCES SPECIFIC TO THIS AGREEMENT (Continued) the California Caregiver Resource Centers and other Title III funded providers. 15. The following closely related programs identified by CFDA number are to be considered as an "other cluster" for purposes of determining major programs or whether a program -specific audit may be elected. The Contractor shall identify the CFDA titles and numbers to the independent auditor conducting the organization's single audit along with each of its subcontractors. The funding source (Federal Grantor) for the following programs is the U.S. Department of Health and Human Services, Administration for Community Living. 93.041 Special Programs for the Aging -Title VII, Chapter 3 — Programs for Prevention of Elder Abuse, Neglect, and Exploitation (Title VII -A, Chapter 3). 93.042 Special Programs for the Aging -Title VII, Chapter 2 — Long - Term Care Ombudsman Services for Older Individuals (Title VII -A). 93.043 Special Programs for the Aging -Title III, Part D — Disease Prevention and Health Promotion Services (Title III -D). 93.044 Special Programs for the Aging -Title III, Part B — Grants for Supportive Services and Senior Centers (Title III -B). 93.045 Special Programs for the Aging -Title III, Part C — Nutrition Services (Title III -C). 93.052 National Family Caregiver Support Program -Title III, Part E. 93.053 Nutrition Services Incentive Program. "Cluster of programs" means a grouping of closely -related programs that share common compliance requirements. The types of clusters of programs are research and development, student financial aid, and other clusters. "Other clusters" are defined by the consolidated CFR in the Compliance Supplement or as designated by a state for federal awards provided to its subcontractors that meet the definition of "cluster of programs." When designating an "other cluster," a state shall identify the federal awards included in the cluster and advise the subcontractors of Page 3 of 16 Additional Provisions - Exhibit E AP 16-17 Contract ARTICLE I. ASSURANCES SPECIFIC TO THIS AGREEMENT (Continued) compliance requirements applicable to the cluster. A "cluster of programs" shall be considered as one program for determining major programs, as described in 45 CFR 75.525(a), whether a program -specific audit may be elected. (Federal Office of Management and Budget, [45 CFR 75 Requirements], Audits of States, Local Governments 45 CFR 75 Appendix V to part 75 F. 1., and Non -Profit Organizations 45 CFR 75 Appendix IV to part 75 C. 2.a. 16. The Contractor assures that voluntary contributions shall be allowed and may be solicited in accordance with the following requirements [OAA § 315(b)]: a. The Contractor or any subcontractors for any Title III or Title VII A services shall not use means tests. b. Any Title III or Title VI I A client that does not contribute toward the cost of the services received shall not be denied services. C. Methods used to solicit voluntary contributions for Title III and Title VII A services shall be non -coercive. d. Each service provider will: (i) Provide each recipient with an opportunity to voluntarily contribute to the cost of the service. (ii) Clearly inform each recipient that there is no obligation to contribute and that the contribution is purely voluntary. (iii) Protect the privacy and confidentiality of each recipient with respect to the recipient's contribution or lack of contribution; and (iv) Establish appropriate procedures to safeguard and account for all contributions. 17. Any Title III and Title VII service shall not implement a Cost Sharing program unless approved by CDA. 18. The Contractor shall comply with OAA § 306(a)(17), which requires an AAA to include in its Area Plan information on how it will coordinate activities and develop long-range emergency preparedness plans with local and State emergency response agencies, relief organizations, local Page 4 of 16 Additional Provisions - Exhibit E AP 16-17 Contract ARTICLE I. ASSURANCES SPECIFIC TO THIS AGREEMENT (Continued) and State governments, and any other institutions that have responsibility for disaster relief service delivery. 19. The Contractor, at a minimum, shall identify and make contact with its local Office of Emergency Services (OES) to define their respective roles and responsibilities. This contact shall include a discussion of the types of clients served by the AAA and how OES will address their needs in the community. 20. The Contractor shall furnish annually, or whenever a change occurs, the name of its Disaster Coordinator to the CDA Disaster Coordinator. 21. The Contractor shall assure that its Information and Assistance staff have written procedures in place and are trained at least annually on how to handle emergencies. As specified in 22 CCR § 7547, the training shall consist of: a. Familiarity with telephone numbers of fire, police, and ambulance services for the geographic area served by the provider. These telephone numbers shall be posted near the telephone for easy access when an emergency arises. b. Techniques to obtain vital information from older individuals and persons with disabilities who require emergency assistance. C. Making written emergency procedure instructions available to all staff who have contact with older individuals or persons with disabilities. 22. The Contractor shall not require proof of age, citizenship, or disability as a condition of receiving services. 23. The Contractor shall develop a policy and procedure to ensure that Title III C-1 and Title III C-2 meals are only received by eligible individuals. 24. The Contractor shall annually assess each Title III C-2 client's nutrition risk using the Determine Your Nutritional Risk checklist published by the Nutrition Screening Initiative. [OAA § 339(2)(J)] [OAA § 207(a)(3)] 25. The Contractor shall assure that the following publication conditions are met: Materials published or transferred by the Contractor and financed with funds under this Agreement shall: Page 5 of 16 Additional Provisions - Exhibit E AP 16-17 Contract ARTICLE I. ASSURANCES SPECIFIC TO THIS AGREEMENT (Continued) a. state, "The materials or product were a result of a project funded by a contract with the California Department of Aging". b. give the name of the entity, the address, and telephone number at which the supporting data is available and C. include a statement that, "The conclusions and opinions expressed may not be those of the California Department of Aging and that the publication may not be based upon or inclusive of all raw data." B. Assurances Specific to the Ombudsman Program The Contractor shall assure the following: The Local Ombudsman Program, representatives of the Local Ombudsman Program, OSLTCO, and members of their immediate family shall be free of actual and perceived conflicts of interest. [45 CFR 1327.21] 2. Representatives of the Local Ombudsman Program shall have unescorted, unhindered access to long-term care facilities and long-term care facility residents between the hours of 7:00 a.m. and 10:00 p.m., seven days a week. [OAA § 712(b)(1)(A)] [Welf. & Inst. Code § 9722(a)] [22 CCR 8020(a)]. Authorization by the State Ombudsman is required for entry outside of these hours. [Welf. & Inst. Code § 9722(a)] [22 CCR 8020(b)] 3. Representatives of the Local Ombudsman Program shall have access to the medical and personal records of residents with appropriate documentation of consent, or when authorized by the State Ombudsman, in accordance with policies developed by the State Ombudsman. [OAA § 712(b)(1)(B)] [45 CFR 1327.11(e)(2)(iv)] [Welf. & Inst. Code § 9724] 4. Representatives of the Local Ombudsman Program, upon request to a long-term care facility staff, shall be provided with a roster, census, or other list of the names and room numbers or room locations of all current residents. [Welf. & Inst. Code § 9722(d)] Page 6 of 16 Additional Provisions - Exhibit E AP 16-17 Contract ARTICLE I. ASSURANCES SPECIFIC TO THIS AGREEMENT (Continued) 5. Representatives of the Local Ombudsman Program shall not carry out the responsibilities of the Program until the State Ombudsman accepts them for certification. [OAA § 712(h)(5)(B)] [45 CFR 1327.13(c)(3)] Pelf. & Inst. Code § 9719(a)] 6. All records and files maintained by the local Ombudsman Program relating to any complaint or investigation shall remain confidential unless disclosure is authorized. [OAA §§ 705(a)(6)(C); 712(d)(2)] [45 CFR 1327.11(e)(3); 1327.19(b)(6-9)] Pelf. & Inst. Code § 9725] 7. The Local Ombudsman Program shall enter into a Memorandum of Understanding (MOU) with the Legal Services Provider (LSP) which will address conflict of interest, provision of legal advice, procedures for referral, and other technical assistance. The LSP may assist the State in providing legal representation to the Program when an Ombudsman Representative has been subpoenaed or a suit or other legal action has been threatened or brought against the performance of the official duties of the Ombudsman Representative. [OAA § 712(h)(7)] [45 CFR 1327.13(h)(10] Pelf. & Inst. Code § 9717(c)] [Statewide Standards for Legal Assistance in California] 8. Each Local Ombudsman Program shall maintain a separate budget. The Local Ombudsman Coordinator shall be responsible for managing the day-to-day operation of the Program, including managing all paid staff and volunteers in the Program. The Local Ombudsman Coordinator shall determine budget priorities, develop or participate in budget preparation, and be informed of budget allocations by the Contractor specific to the Ombudsman Program. [45 CFR 1327.13(f)] 9. The Local Ombudsman Program Coordinator shall provide CDA with an organizational chart that includes: a. All local staff that are wholly or partly funded by Ombudsman Program resources. b. Their titles/roles within the Program. C. The number of hours per week charged to the Local Ombudsman Program for each position. 10. The Coordinator shall inform CDA of any staffing changes. [45 CFR 1327.13(b)] Page 7 of 16 Additional Provisions - Exhibit E AP 16-17 Contract ARTICLE I. ASSURANCES SPECIFIC TO THIS AGREEMENT (Continued) 11. The Local Ombudsman Program Coordinator shall inform CDA/OSLTCO of issues with local Ombudsman Representatives, complex cases, situations with potential legal implications, changes in staffing, emerging regional issues with statewide impact, breaches of confidentiality, and conflict of interest issues. 12. Representatives of the Local Ombudsman Program shall conduct interviews/investigations in a confidential manner and the Program shall have office space and telecommunications that protect the confidentiality of all complaint -related communications and records. [OAA § 705(a)(6)(C)] [45 CFR 1327.19(b)(2)(i)] [Welf. & Inst. Code §§ 9725; 15633(c)] 13. Each Local Ombudsman Program shall have information systems sufficient to run State -approved database systems and to receive and send confidential e-mail messages to and from CDA. [OAA § 712(c)] [45 CFR 1327.13(d)] [Welf. & Inst. Code § 9716(a)] 14. The entity providing Ombudsman services must be insured or self-insured for professional liability covering all Ombudsman activities including, but not limited to, investigation of resident complaints. C. Assurances Specific to Leaal Service Providers (LSPs) In accordance with OAA § 731, the Contractor shall assure that the following conditions are met: LSPs will coordinate with State -designated providers of Long -Term Care Ombudsman services by developing and executing an MOU which will address conflict of interest, provision of legal advice, procedures for referral and other technical assistance. 2. LSPs may provide direct legal assistance to residents of the long-term care facilities where the clients are otherwise eligible and services are appropriate. 3. Where both legal and Ombudsman services are provided by the same agency, providers must develop and follow policies and procedures to protect the integrity, resources, and confidentiality of both programs. 4. LSPs may assist the State in providing legal representation to the Ombudsman Program when an Ombudsman or the program is named as a party or witness, in a subpoena, civil suit or other legal action challenging the performance of the official duties of the Ombudsman. Page 8 of 16 Additional Provisions - Exhibit E AP 16-17 Contract ARTICLE I. ASSURANCES SPECIFIC TO THIS AGREEMENT (Continued) 5. LSPs are to coordinate with the local Legal Services Corporation (LSC) program, if the provider is not an LSC -funded program. 6. LSPs are to coordinate with the network of other service providers, including but not limited to, other LSPs, Long -Term Care Ombudsman Programs, Health Insurance Counseling and Advocacy Programs, senior information and assistance, Adult Protective Services, law enforcement, case management services and focal points. 7. LSPs are to coordinate legal assistance activities with the statewide hotline and private Bar, including groups within the private Bar furnishing services to older individuals on a pro bono or reduced fee basis. 8. LSPs are to use the Uniform Reporting System revised by CDA in July 2013 to collect data on legal services provided. 9. Waiver of this section of the Contract may be obtained from CDA pursuant to Exhibit D, Article XV. of this Agreement entitled, Amendments, Revisions, or Modifications. ARTICLE II. REPORTING PROVISIONS A. The Contractor shall submit program performance reports to the CDA Data Team for: Title III B, Title III C-1, Title III C-2, Title III D, Title Ili E, and Title VII Elder Abuse Prevention Programs in accordance with CDA requirements. [Welf. & Inst. Code § 9102 (a)(5] B. The Contractor shall have written procedures to assure that all submitted performance data is timely, complete, accurate, and verifiable. 1. Quarterly, the Contractor shall submit data reports for OAA -funded programs as follows: Quarter Reporting Period Quarter 1 July 1 - September 30 Quarter 2 October 1 - December 31 Quarter 3 January 1 - March 31 Quarter 4 April 1 - June 30 Page 9 of 16 Due Date October 31 January 31 April 30 July 31 Additional Provisions - Exhibit E AP 16-17 Contract ARTICLE II, REPORTING PROVISIONS (Continued) 2. Annually, the Contractor shall submit performance reports as follows, or as instructed by CDA: Reporting Period Due Date July 1 — June 30 September 30 3. For reports that will be submitted late, ten (10) calendar days prior to the report due date, the Contractor shall submit to the Data Team (DataTeam.Rer)orts ..agina.ca.aov), a written explanation including the reasons for the delay and the estimated date of submission. 4. For web -based California Aging Report System (CARS) reports, the Contractor shall approve all data within ten (10) calendar days of receipt of notification of passed status. If data in the CARS report is not correct and approvable within ten (10) days, the Contractor will make a notation in the comments area of the CARS report and submit the data using the approved status button. C. Reporting Requirements specific to Title III B. Title III C-1. Title III C-2, Title III D, Title III E, and Title VII A Elder Abuse Prevention Proqram services The Contractor shall submit program data reports electronically as follows: Upload the NAPIS State Program Report (SPR) to CARS at httr)s:Hca.getcare.com. 2. Submit the California Legal Services Quarterly Aggregate Report Form (CDA 1022) via email to DataTeam.Regorts(dc agina.ca.gov. 3. Submit performance data reports quarterly. 4. Submit NAPIS SPR reports annually. D. The Contractor shall verify the accuracy of all data submitted to CDA by reviewing and responding to the Annual Data Error Report in accordance with CDA requirements. The Contractor shall, in accordance with CDA requirements, correct and/or explain all logic and questionable errors in the Annual Data Error Report. Page 10 of 16 Additional Provisions - Exhibit E AP 16-17 Contract ARTICLE II. REPORTING PROVISIONS (Continued) a. The Contractor shall return the Annual Data Error Report to CDA, verifying that corrections have been made, via email to DataTeam. Reaorts(abaaina.ca.aov. b. The Annual Data Error Reports are due to CDA by a date specified by CDA, which can vary from year to year. 2. The Contractor shall review and verify all quarterly and annual NAPIS SPR and CDA 1022 data for accuracy and make necessary corrections, in accordance with CDA requirements. E. Reportina Provisions Specific to the Ombudsman Proaram The Contractor shall take the following actions, or shall require its Subcontractor, the Local Ombudsman Program, to enter data into the Internet -based NORS utilizing software provided by CDA, as required. NORS data entry must be timely, complete, accurate, and verifiable. Data entry for quarterly NORS reports must be completed no later than one month following the end of the reporting quarter (i.e., October 31, January 31, April 30, and July 31) with copies of the aggregate data sent to the corresponding AAA. 2. On or before the reporting dates, the Local Ombudsman Program must submit the Quarterly Ombudsman Data Reporting Form (OSLTCO S301), indicating that data for the quarter has been completed or the reason for any delay, to the OSLTCO mailbox (stateombCcDaaina.ca.aov) with a copy to the AAA. F. The Contractor shall have written reporting procedures specific to each program which include: Collection and reporting of program data for the Contractor and Subcontractor. 2. Ensuring accuracy of all data from the Contractor and Subcontractor. 3. Verification of the Contractor and Subcontractor data prior to submission to the CDA Data Team. 4. Procedures for the Contractor and Subcontractor on correcting data errors. Page 11 of 16 Additional Provisions - Exhibit E AP 16-17 Contract ARTICLE il. REPORTING PROVISIONS (Continued) 5. A methodology for calculating and reporting: a. Total estimated unduplicated clients in each non -registered service. b. Total estimated unduplicated clients in all non -registered services. C. Total estimated unduplicated clients across all registered and non -registered services. 6. A performance data monitoring process. G. The Contractor shall orient and train staff and Subcontractor staff regarding program data collection and reporting requirements. The Contractor shall have cross -trained staff in the event of planned or unplanned, prolonged absences to ensure timely and accurate submission of data. H. Reporting Provisions Specific to Title VII A. Chapter 3 Elder Abuse Prevention 1. The Contractor shall complete and submit the Elder Abuse Prevention Quarterly Activity Report (CDA 1037) to the OSLTCO Program mailbox (stateombe,aginq.ca.gov) on the following reporting due dates: jQuarter Reporting Period Due Date Quarter 1 July 1 - September 30 October 31 Quarter 2 October 1 - December 31 January 31 Quarter 3 January 1 March 31 April 30 Quarter 4 April 1 - June 30 July 31 2. The Contractor shall also enter the quarterly aggregate number of "Elder Abuse Prevention, Education and Training Sessions" and "Elder Abuse Prevention Educational Materials" into CARS on a quarterly basis. 3. The Contractor shall also report in CARS the total Elder Abuse Prevention, Education and Training sessions and Elder Abuse Prevention, Education Materials from the Elder Abuse Prevention Quarterly Activity Report. ARTICLE III. APPEAL PROCESS A. The Contractor may appeal an adverse determination as defined in 22 CCR 7702 using the appeal process established by CDA in 22 CCR 7700 through 7710. Page 12 of 16 Additional Provisions - Exhibit E AP 16-17 Contract ARTICLE III. APPEAL PROCESS (Continued) Such appeal shall be filed within thirty (30) days of receipt of CDA's notice of adverse determination. B. Subcontractors of the Contractor may appeal the Contractor's final adverse determination relating to Title III and Title VII programs using the appeal process established in 22 CCR 7700 to 7710. C. Any dispute regarding an existing direct service contract or the procurement of the direct service contract shall be resolved locally, consistent with W&I § 9535(k), and as specified in the procurement documents and contracts of the Contractor. D. Appeal costs or costs associated with any court review are not reimbursable. ARTICLE IV. TRANSITION PLAN A. The Contractor shall submit a transition plan to the State within fifteen (15) days of delivery of a written Notice of Termination (pursuant to Exhibit D, Article XII. of this Agreement) for a service funded either by Title III or Title VII. The transition plan must be approved by the State and shall at a minimum include the following: A description of how clients will be notified about the change in their service provider. 2. A plan to communicate with other organizations that can assist in locating alternative services. 3. A plan to inform community referral sources of the pending termination of the service and what alternatives, if any, exist for future referrals. 4. A plan to evaluate clients in order to assure appropriate placement. 5. A plan to transfer any confidential medical and client records to a new contractor. 6. A plan to dispose of confidential records in accordance with applicable laws and regulations. 7. A plan for adequate staff to provide continued care through the term of the Contract. [22 CCR 7206(e)(4)] 8. A full inventory and plan to dispose of, transfer, or return to the State all equipment purchased during the entire operation of the Contract. Page 13 of 16 Additional Provisions - Exhibit E AP 16-17 Contract ARTICLE IV. TRANSITION PLAN (Continued) 9. Additional information as necessary to effect a safe transition of clients to other community service providers. B. The Contractor shall implement the transition plan as approved by the State. The State will monitor the Contractor's progress in carrying out all elements of the transition plan. C. if the Contractor fails to provide and implement a transition plan as required by Exhibit D, Article XII. of this Agreement, the Contractor will implement a transition plan submitted by CDA to the Contractor following the Notice of Termination. ARTICLE V. OBLIGATIONS UPON TERMINATION SPECIFIC TO THE OMBUDSMAN PROGRAM A. Transition of Local Ombudsman Services The Contractor shall, upon receipt of notice of intent to terminate Ombudsman services by the subcontractor, notify CDA in writing, within one (1) working day of the receipt of the notice. 2. The Contractor shall, upon notice of termination, implement one of the following options to ensure continuity of Ombudsman services in accordance with federal and State mandates.- a. andates: a. Continue the provision of mandated Ombudsman services as a subcontract with a provider selected in response to a Request for Proposal (RFP). CDA shall allow the Contractor up to one hundred eighty (180) days to transition services to a new subcontractor. b. Continue the provision of mandated Ombudsman services as a direct service of the Contractor. CDA shall allow the Contractor up to one hundred eighty (180) days to transition services from the Subcontractor to the Contractor. B. Transition Plan The Contractor shall submit a Transition Plan to CDA within fifteen (15) days from the occurrence of any of the following: a. The Contractor's receipt of written notice of the Subcontractor's intent to terminate Ombudsman services. b. The Contractor's written notice to the Subcontractor of its intent to terminate the subcontract for Ombudsman services. Page 14 of 16 Additional Provisions - Exhibit E AP 16-17 Contract ARTICLE V. OBLIGATIONS UPON TERMINATION SPECIFIC TO THE OMBUDSMAN PROGRAM (Continued) C. The Contractor's receipt of written notice of CDA's intent to terminate the Contract for Ombudsman services. d. The Transition Plan shall be submitted to: CDA OSLTCO 1300 National Drive, Suite 200 Sacramento, CA 95834 Attn: State Ombudsman 2. The Contractor shall identify in the Transition Plan which option it has chosen to ensure that there will be no break in continued services, based on the following: a. Continue the mandated Ombudsman provisions as a direct service of the Contractor, utilizing experienced State Certified Ombudsman Representatives and a local Program Coordinator selected by the Contractor and designated by the State Ombudsman to represent the Local Ombudsman Program. b. Continue the mandated Ombudsman provisions as a subcontracted service with a subsequent provider selected in response to an RFP requiring the utilization of experienced State Certified Ombudsman Representatives, and designated by the State Ombudsman to carry out Ombudsman duties with respect to the PSA. 3. The Transition Plan shall, at a minimum, include the following: a. Details of how the Contractor shall maintain an adequate level of State Certified Ombudsman Representatives to ensure continuity of services during the transition to a subsequent Local Ombudsman Program. b. Details of how the Contractor shall notify all the impacted facilities and community referral sources of the change in the parties providing Local Ombudsman Program services. Page 15 of 16 Additional Provisions - Exhibit E AP 16-17 Contract ARTICLE V. OBLIGATIONS UPON TERMINATION SPECIFIC TO THE OMBUDSMAN PROGRAM (Continued) C. Details of how the Contractor shall deliver to the subsequent Local Ombudsman Program, a full inventory of updated confidential client records, public facility records, and records documenting Ombudsman certification and training. d. A description of how the subsequent Local Ombudsman Program will be assisted in assessing the status of all active clients' records at the point of transfer to ensure timely continuation of Ombudsman services. e. A description of how residents and their families will be notified about the changes in their Ombudsman services provider. C. The Contractor shall implement the Transition Plan as approved by the CDA. The CDA will monitor the Contractor's progress in carrying out all elements of the Transition Plan. D. If the Contractor fails to provide and implement the Transition Plan as required above, the Contractor agrees to implement a Transition Plan submitted by the CDA to the Contractor. This Transition Plan may utilize State Certified Ombudsman Representatives from either the terminating Subcontractor or from a neighboring Local Ombudsman Program. Page 16 of 16 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Community Services Project Manager: Carlene McCart Extension: x 3340 Contractor Name: County of Marin Contractor's Contact: Department of Health and Human Services contract: FY 2016/2017 Contact's Email: www.marinhhs.org/aging-adult-services ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER CONTINUE ROUTING PROCESS WITH HARD COPY DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑ 6 City Attorney Review and approve hard copy of signed enter a clate. agreement b. Email contract (in Word) & attachments to City attached 7 City Attorney Review and approve insurance in PINS, and bonds Atty c/o Laraine.Gittens@cityofsanrafael.org (for Public Works Contracts) 2 City Attorney a. Review, revise, and comment on draft agreement la -k here to <,_�'[�^�� 9 City Clerk and return to Project Manager enter a clale. ❑ forwards copies to Project Manager b. Confirm insurance requirements, create Job on No insurance PINS, send PINS insurance notice to contractor required ❑ 3 Project Manager Forward three (3) originals of final agreement to attached contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement ❑ N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or Public Works Contract > $125,000 Date of Council approval: August 15, 2016 8/15/2016 PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 8/18/16 Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds 'v (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official <,_�'[�^�� 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager