HomeMy WebLinkAbout2025-02-25; City Council; Resolution 2025-049RESOLUTION NO. 2025-049
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING EXECUTION OF AN AGREEMENT WITH MEALS
ON WHEELS SAN DIEGO COUNTY TO PROVIDE CONGREGATE AND HOME
MEAL PREPARATION AND DELIVERY SERVICES FOR THE CARLSBAD SENIOR
CENTER NUTRITION PROGRAM IN AN AMOUNT NOT TO EXCEED $300,000
FOR THE INITIAL ONE-YEAR TERM
WHEREAS, the City Council of the City of Carlsbad, California, has determined that the city's
participation in the San Diego County Senior Nutrition Program, through congregate meal and home
delivered meal services administered by the Carlsbad Senior Center, is a community benefit; and
WHEREAS, the city has provided such meal services to the senior community since 1987; and
WHEREAS, the city requires the services of a meal preparation and delivery vendor to
support the Carlsbad Senior Center Nutrition Program; and
WHEREAS, on Dec. 9, 2024, a Request for Proposals, or RFP, was advertised for the preparation
of congregate meals, and the preparation and delivery of home delivered meals, for the Carlsbad Senior
Center Nutrition Program; and
WHEREAS, on Jan. 10, 2025, staff received five responsive submittals to the RFP; and
WHEREAS, the submittals were evaluated on a best value basis consistent with Carlsbad
Municipal Code Section 3.28.060.A.l; and
WHEREAS, after reviewing and ranking those submittals, a staff selection committee
determined that Meals on Wheels San Diego County, or Meals on Wheels, was best qualified to provide
the required congregate and home meal preparation and delivery services; and
WHEREAS, Meals on Wheels brings 64 years of experience as a trusted provider of senior
nutrition services. Currently, Meals on Wheels serves as a vendor for the County of San Diego's Title Ill-
e Home Delivered Meal Program and as a subcontractor for the City of Vista; and
WHEREAS, Meals on Wheels' extensive experience ensures a deep understanding of the
requirements set forth by Title Ill of the Older Americans Act, the nutritional requirements for senior
meals outlined by the County of San Diego's Aging and Independence Services, and 2020-25 Dietary
Guidelines for Americans; and
WHEREAS, Meals on Wheels will prioritize quality assurance through annual participant
satisfaction surveys, with the findings reported to both the City of Carlsbad and the County of San
Diego; and
WHEREAS, Meals on Wheels staff undergo regular training to remain knowledgeable of the
latest food safety standards and best practices in meal preparation. All Meals on Wheels staff members
also complete training in mandated reporting, security awareness, and false claims, which aids in
compliance with the County of San Diego Aging and Independent Services requirements; and
WHEREAS, an agreement with Meals on Wheels will provide food security and affordable high
quality meals to the senior community while maintaining the city's commitment to excellence and
customer service; and
WHEREAS, the agreement is structured for an initial one-year term, with three optional one-
year extension terms, each of which are to be in an amount not to exceed $300,000; and
WHEREAS, sufficient funds for the first year of the Carlsbad Senior Center Nutrition Program
are available in the adopted Fiscal Year 2024-25 Parks & Recreation Department Operating Budget, and
funds required for the program in subsequent fiscal years will be requested in the department's budget
submittals; and
WHEREAS, the City Planner has determined this action does not require environmental review
because it does not constitute a project within the meaning of the California Environmental Quality Act
under California Public Resources Code Section 21065 in that it has no potential to cause either a direct
physical change or a reasonably foreseeable indirect physical change in the environment.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That the Mayor of the City of Carlsbad is hereby authorized and directed to execute an
agreement with Meals on Wheels San Diego County to provide congregate and home
meal preparation and delivery services for the Carlsbad Senior Center Nutrition Program
in an amount not to exceed $300,000 for the initial one-year term, which is attached
hereto as Attachment A.
3. That the City Manager, or designee, is hereby authorized to execute amendments to
extend the agreement for three additional one-year terms or parts thereof in an amount
not to exceed $300,000 per year.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 25th day of February 2025, by the following vote, to wit:
AYES:
NAYS:
ABSTAIN:
ABSENT:
Blackburn, Bhat-Patel, Acosta, Burkholder, Shin.
None.
None.
None. 6V
KEITH BLACKBURN , Mayor
Docusign Envelope ID: 8BC5A6O8-72A8-4448-8502-3EFFDC3B839O
Attachment A
AGREEMENT FOR CARLSBAD SENIOR CENTER NUTRITION PROGRAM -CONGREGATE AND HOME MEAL
PREPARATION AND DELIVERY SERVICES
MEALS ON WHEELS SAN DIEGO COUNTY
is made and entered into as of the ~ 7-/::h day of
_....::,,,....,,,._...,._~:..,.,0.........,,-""<>~,..,_....--, 2~ by and between the City of Carlsbad, California, a municipal
eals on Wheels San Diego County, a Non-profit 501(c)(3), ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in senior
congregate and home meal delivery services.
B. Contractor has the necessary experience in providing professional services and advice
related to senior congregate and home meal delivery services .
C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to
perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein,
City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that
are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of one (1) year(s) from the date first above
written. The City Manager may amend the Agreement to extend it for three (3) additional one (1)
year(s)or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance,
City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment
indicating the effective date and length of the extended Agreement.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term shall not exceed
three hundred thousand dollars ($300,000). No other compensation for the Services will be allowed
except for items covered by subsequent amendments to this Agreement. If the City elects to extend the
Agreement, the amount shall not exceed three hundred thousand dollars ($300,000) per Agreement year.
The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work
and/or Services specified in Exhibit "A."
Page 1 City Attorney Approved Version 5/22/2024
Feb.25,2025 Item #1 Page 7 of 47
Page 2 City Attorney Approved Version 5/22/2024
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A."
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
election, City may deduct
the indemnification amount from any balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of
them may be liable.
Contractor
and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein,
Contractor
the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a
Feb. 25, 2025 Item #1 Page 8 of 47
Page 3 City Attorney Approved Version 5/22/2024
-
a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or
early termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR
Approved Surplus Line Insurers
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
10.1.1 Commercial General Liability (CGL) Insurance.
including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
Feb. 25, 2025 Item #1 Page 9 of 47
Page 4 City Attorney Approved Version 5/22/2024
10.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
10.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance
10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and
certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will
records.
Feb. 25, 2025 Item #1 Page 10 of 47
Page 5 City Attorney Approved Version 5/22/2024
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eric Biggin Name Alison Duarte
Title Recreation Area Manager Title Project Manager
Dept Parks & Recreation Address 9590 Chesapeake Drive
CITY OF CARLSBAD SAN DIEGO, CA 92123
Address 799 Pine Avenue, Suite 100 Phone 619-260-6110 ext. 4012
Carlsbad, CA 92008 Email aduarte@meals-on-wheels.org
Phone 442-339-2648
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
16. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or
interests as required in the City of Carlsbad Conflict of Interest Code.
Yes No
If yes, list the contact information below for all individuals required to file:
Name Email Phone Number
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Feb. 25, 2025 Item #1 Page 11 of 47
City Attorney Approved Version 5/22/2024
Page 6
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
18. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
19. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
20. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
21. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City address contained in this Agreement. City will make a determination of fact based upon the work
product delivered to City and of the percentage of work that Contractor has performed which is usable
and of worth to City in having the Agreement completed. Based upon that finding City will determine the
final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering ninety (90) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
Feb. 25, 2025 Item #1 Page 12 of 47
City Attorney Approved Version 5/22/2024
Page 7
22. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
23. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
24. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at
law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for
by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of
California, and the parties waive all provisions of law providing for a change of venue in these proceedings
to any other county.
25. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
26. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
27. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of
the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement
may be executed in counterparts.
Feb. 25, 2025 Item #1 Page 13 of 47
Docusign Envelope ID: 88C5A6D8-72A8-4448-8502-3EFFDC38839D
28. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
Executed by Contractor this~J~D~--day of February I 20-25.._.
CONTRACTOR
Meals on Wheels San Diego County, a Non-
profit 501(c)(3)
By:
(sign here)
Brent Wakefield, President & CEO
(print name/title)
By:
(sign here)
Keith Fisher, Chief Operating Officer
(print name/title)
CITY OF CARLSBAD, a municipal corporation of
the State of California
By:
Mayor
ATTEST:
SHERRY FREISINGER, City Clerk
0
\ ~RrtLJtl~~
Deputy City Clerk
If required by City, proper notarial acknowledgment of execution by contractor must be attached. ~
corporation, Agreement must be signed by one corporate officer from each of the following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM :
CINDIE K. McMAHON, City Attorney
BY: d~Ji~
Deputy Assistant City Attorney
City Attorney Approved Version 5/22/2024
Feb.25,2025 Page 8 Item #1 Page 14 of 47
City Attorney Approved Version 5/22/2024
Page 9
EXHIBIT A
SCOPE OF SERVICES AND FEE
The initial term of the agreement shall begin on April 1, 2025, and end on March 31, 2026. The City shall
have the option, at its sole discretion, to extend the term of the agreement for three (3) additional one
(1) year periods, provided that the total term does not exceed March 31, 2029. Each extension option
shall be exercised by written notice from the City to the Vendor.
The terms and conditions of this agreement may only be modified by mutual written consent of both
parties. This agreement shall be governed by and construed in accordance with the Carlsbad Municipal
Code, the Carlsbad City Charter, and the laws of the State of California.
TYPE OF MEAL DELIVERED BY VENDOR
Congregate Meal $ 7.11 per meal
Congregate Meal Scope of Services:
1. The City and Meals on Wheels San Diego County (Contractor) will create menus that
comply with specifications herein and attached, see attachments 1, 2, 3 and 4. The City and
the Contractor shall assure that all meals meet the standards of Title III of the Older
Americans Act, Nutritional Requirements for Meals for the County of San Diego Aging and
Independence Services (A.I.S.) and the 2020 - 2025 Dietary Guidelines for Americans
(https://www.dietaryguidelines.gov/resources/2020-2025-dietary-guidelines-online-
materials). Contractor will comply fully with all requirements of Title 22 of the California
Department of Aging Program Service Provider Requirements including the section
attached hereto. All menus must be written in four-week cycles and submitted to an A.I.S.
nutritionist at least 30 days before use. Only menus approved by this nutritionist may be
used as a guide to meal preparation except for deviations discussed below.
2. The Contractor will prepare approximately 70 congregate meals per day, Monday through
Friday, except on approximately twelve per year holidays designated by the city. The exact
number of requested meals may be below or above this estimate. The city will give an
exact number for daily preparation no less than two business days in advance. The city will
be charged $7.11 per congregate meal.
3. The Contractor will comply with all federal, state, A.I.S. and local laws and regulations
governing the preparation and handling of food; and procure and keep in effect all
licenses, permits and cards in a prominent place within the meal preparation areas. In
addition, all food will be prepared in a County Department of Environmental Health
Permitted kitchen. Upon request, the Contractor will provide a copy of the last Health
Inspection Report, beginning with the last restaurant operated. Upon request, the
4.The Contractor will deliver all meals to the Carlsbad Senior Center located at 799 Pine
Avenue, Carlsbad, California 92008 no later than 10:30am. Exceptions must be mutually
agreed upon, by both the City and the Contractor before changes are made regarding
Feb. 25, 2025 Item #1 Page 15 of 47
City Attorney Approved Version 5/22/2024
Page 10
delivery. In any case, the Contractor is responsible for delivering items to the city that were
omitted or shorted immediately after the error is noticed.
5. The Contractor is responsible for ordering, purchasing, and paying for raw food items and
consumable supplies used in the preparation of all meals. The Contractor is to prioritize
sourcing ingredients from local farms and suppliers when available. Food preparation shall
will not deliver over-cooked or under-cooked food items. Contractor may deliver uncooked
food items if requested in advance by the city. Fresh or frozen vegetables will be cooked
only to the point of tenderness at time of delivery to the city. All vegetables served as side
dishes will be USDA Grade A (fancy). Fresh fruit will be served daily or as required by A.I.S.
6. Contractor will prepare a quantity of food necessary to assure that shortages do not occur
due to minor serving errors. The size of serving portions necessary to meet nutritional
requirements will be communicated to the city in the daily transport sheet.
7.
documents and records, as well as food preparation, packaging and storage areas to
actices
regarding meals provided under this contract.
8. Contractor will comply with all applicable federal, state and local laws and regulations
pertaining to wages and hours of employment.
9.
documents and records, as well as food preparation, packaging and storage areas to
actices
regarding meals provided under this contract.
10. Contractor will comply with all applicable federal, state and local laws and regulations
pertaining to wages and hours of employment.
11. The Contractor will report any deviations from the approved menu to the City and A.I.S. no
later than one week before the unapproved meal is prepared. Menu item substitutions
must be approved by the city but are negotiable. The Contractor will accept occasional
menu changes from the city with a minimum of a one- week notice.
12. The Contractor and City will jointly maintain a temperature record documentation system
and said system will be implemented and maintained to ensure sanitary and safe food
handling procedures.
Temperature records shall include:
Food prep
Cool down
Storage
Refrigeration & freezer equipment (at facility opening & closing)
Temperature of perishable food before loading for delivery
A sample log is found in Attachment 3.
Feb. 25, 2025 Item #1 Page 16 of 47
City Attorney Approved Version 5/22/2024
Page 11
13. The Contractor will supply information to the city for project reports as needed (e.g., actual
labor costs, raw food costs, etc.).
14. The Contractor will replace, with like kind, or pay for replacement of, all City owned
equipment used for food service that is lost or damaged, excluding normal wear and tear.
City provided containers will be used by the Contractor solely for the performance of this
contract.
15. Additional requirements are found in Attachment 1: Title 22, California Code of
Regulations, beginning with §7638.5.
16. Contractor certifies that it will comply with the County of San Diego Affirmative Action
Program adopted by the Board of Supervisors, including all current amendments.
17. The Contractor will provide monthly menus for approval from the County of San Diego a
minimum of 30 days in advance. The Contractor will work with the city to schedule
approximately six special meals per calendar year (e.g., holiday and special events).
Unpredicted special event meals will be coordinated upon notification, and the per-meal
cost negotiated on a case-by-case basis. The Contractor will allow for occasional menu
changes by the city due to diner preferences, food preparation or service difficulties, etc.
18. Menu items that are part of the approved normal menu rotation will be standardized as to
menu item name, ingredients used, preparation and delivery method to the city. All meals
delivered on any given day will have identical ingredient items.
19. The City and Contractor will work together to approve new menu items and changes in
current menu items that will be added to the menu rotation. The Contractor shall provide
the City all new menu items under consideration: ingredients, preparation method, serving
method and proposed packaging for delivery. New menu items must be approved by the
city before use.
20. The city will account for all items delivered and sign a Contractor provided receipt.
Discrepancies will be noted on the receipt by the city. Only large containers will be counted
(e.g., pans, trays, cases, boxes, packages). A detailed inventory will not be conducted (e.g.,
number of servings, number of milk cartons, number of rolls). Each menu item will be listed
y for food or service not meeting, in the
approved menus. Substandard meals may include, but are not limited to under-sized
portions, missing items, over-cooked items, poor quality food items, and burnt food. Food
Contractor fails to deliver suitable meals. The City has the right to deduct fees paid to the
Contractor for cost of food and preparation necessary to replace these meals. Even if
deductions are made for missing or substandard meals, these situations are considered
unacceptable.
21. If a shortage is found or an item missing, these items must be delivered to the city by meal
service time. Or fees will be credited by the Contractor for the missing items or portions.
Feb. 25, 2025 Item #1 Page 17 of 47
City Attorney Approved Version 5/22/2024
Page 12
The Contractor agrees that there will be no payment for meal shortages, or meals not
otherwise meeting specifications, even if the provided items are used by the city.
22. All potentially hazardous menu items shall be at required temperatures (41° for cold foods
and 135° for hot) upon pickup from kitchen or upon delivery onsite. Non-compliance with
this requirement will result in rejection of the menu item.
23. The City shall provide two (2) sets of containers suitable for delivery of congregate meals so
they may be rotated with a clean set returned by the City each day to the Contractor for
erty.
24. The city may provide a driver and vehicle for food pick-up and delivery to the city, as well
as any devices necessary to insure adequate sanitary practices for handling the food in
transit.
25. The city will notify the Contractor of any variation from the current menu no less than one
week before meals are to be served. Contractor will work with the city to comply with
hedule will
be provided to the Contractor that may include specific meal items. Prices for and
availability of unpredicted meals (i.e. meals not on the normal rotation or on the special
event list) will be negotiated with the Contractor. The Contractor may assume that menu
variations received from the city have been approved by the A.I.S. nutritionist. If the
Contractor determines that they cannot comply with the menu change, the reason for non-
compliance will be communicated to the city within 24 hours after receipt of the request. A
subsequent negotiation between both parties will take place to reach a reasonable
compromise.
26. Since the number of meals changes daily, the city will telephone or email the Contractor a
minimum of one day before the meals are served to notify the Contractor of the
approximate number of each type of meal needed. If more than 100 meals are to be
serve
27. The city agrees to provide beverages (not including milk and any beverage provided as a
part of the nutritional meal requirements), and all cutlery, service utensils, trays and other
non-ity. All condiments
normally associated with food items to be served will be provided by the Contractor and be
shown on menus submitted to the City for approval.
28. Meal assessments shall be conducted by the City on an on-going basis. The Contractor shall
work with the City to comply with reasonable requests for changes in food type,
preparation method and quality. Records will be maintained by City staff documenting the
quality of food and service received from the Contractor. These records will be made
available to the Contractor upon request.
TYPE OF MEAL HOME DELIVERED BY VENDOR
Home Delivered Meal $ 7.11 per meal
Feb. 25, 2025 Item #1 Page 18 of 47
City Attorney Approved Version 5/22/2024
Page 13
The reimbursement rate for home-delivered meals will increase accordingly after the initial
term to reflect any increases in reimbursements provided by the County of San Diego.
Home Delivered Meal Scope of Services:
1. The City and the Contractor will create menus that comply with specifications herein and
attached, see attachments 1, 2, 3 and 4. The City and the Contractor shall assure that all meals
meet the standards of Title III of the Older Americans Act, Nutritional Requirements for Meals
for the County of San Diego Aging and Independence Services (A.I.S.) and the 2020 - 2025
Dietary Guidelines for Americans (https://www.dietaryguidelines.gov/resources/2020-2025-
dietary-guidelines-online-materials). Contractor will comply fully with all requirements of Title
22 of the California Department of Aging Program Service Provider Requirements including the
section attached hereto. All menus must be written in four-week cycles and submitted to an
A.I.S. nutritionist at least 30 days before use. Only menus approved by this nutritionist may be
used as a guide to meal preparation except for deviations discussed below.
2.
Monday through Friday per guidelines of County of San Diego Aging & Independent Services
Senior Nutrition contract. The exact number of meals may be below or above this estimate and
include one meal per client, Monday through Friday, and two frozen meals each Friday for
those individuals who qualify for additional meals. For years two and three, if the option years
are activated, charges will adjust matching any reimbursement increases the City of Carlsbad
receives from the County of San Diego.
3. The Contractor will provide individual home meals in disposable, one-time-use meal paper
containers, with film covers that can be heated/reheated in a conventional oven or microwave
oven. The Contractor will provide these containers. The containers must keep different food
items separated (e.g., using tray compartments), and allow for sanitary transport of food.
These containers must be like Oliver Item #557-78267 3-Compartment Shallow Tray with Mirco
Perf Film. A substitute tray sample must be provided to City for approval prior to purchase by
Contractor.
4. The Contractor will comply with all federal, state, A.I.S. and local laws and regulations
governing the preparation and handling of food; and procure and keep in effect all necessary
licenses, permits and
cards in a prominent place within the meal preparation areas. In addition, all food will be
prepared in a County Department of Environmental Health Permitted kitchen. Upon request,
the Contractor will provide a copy of the last Health Inspection Report, beginning with the last
restaurant operated. Upon request, the Contractor will provide a copy of the latest Food
5.The Contractor will deliver meals between a designated timeframe, such as 10 a.m. 2 p.m.,
that will be pre-approved by the city and communicated to Home Meal Delivery clients in
advance. The meal delivery locations are for zip codes: 92008, 92009, 9210, and 92011.
6.
documents and records, as well as food preparation, packaging and storage areas to determine
Feb. 25, 2025 Item #1 Page 19 of 47
City Attorney Approved Version 5/22/2024
Page 14
meals provided under this contract.
7. The Contractor is responsible for ordering, purchasing, and paying for raw food items and
consumable supplies used in the preparation of all meals. The Contractor is to prioritize
sourcing ingredients from local farms and suppliers when available. Food preparation shall
not deliver over-cooked or under-cooked food items. All vegetables served as side dishes will
be USDA Grade A (fancy). Fresh fruit will be served daily or as required by A.I.S.
8. Contractor will comply with all applicable federal, state and local laws and regulations
pertaining to wages and hours of employment.
9. The Contractor will report any deviations from the approved menu to the City and A.I.S. no
later than one week before the unapproved meal is prepared. Menu item substitutions must be
approved by the city but are negotiable.
10. The Contractor will maintain a temperature record documentation system and said
documentation system will be implemented and maintained to ensure sanitary and safe food
handling procedures.
Temperature records shall include:
Food prep
Storage
Temperature of perishable food before loading for delivery
Temperature of perishable food at the end of delivery unless delivered frozen
11. The Contractor will supply information to the city for project reports as needed (e.g., actual
labor costs, raw food costs, etc.).
12. The Contractor will create menus that comply with specifications in the Older Californians
Nutrition Program and that all meals meet the standards of Title III of the Older Americans Act,
Nutritional Requirements for Meals for the County of San Diego Aging and Independence
Services (A.I.S.) and the 2020-2025 Dietary Guidelines for Americans. Contractor will comply
fully with all requirements of Title 22 of the California Department of Aging Program Service
Provider Requirements.
13. The Contractor will provide monthly menus for approval from the County of San Diego a
minimum of 30 days in advance. The Contractor will work with the city to schedule
approximately six special meals that can be predicted.
14. Menu items that are part of the approved normal menu rotation will be standardized as to
menu item name, ingredients used, preparation and delivery method to the city. All meals
delivered on any given day will have identical ingredient items.
15. Meals shall include written instructions for handling and re-heating of the meal.
16. Additional requirements are found in Attachment 1: Title 22, California Code of Regulations,
beginning with §7638.5.
Feb. 25, 2025 Item #1 Page 20 of 47
City Attorney Approved Version 5/22/2024
Page 15
17. Contractor certifies that it will comply with the County of San Diego Affirmative Action Program
adopted by the Board of Supervisors, including all current amendments.
18. Deliver County of San Diego approved quarterly Nutrition Education materials and an annual
satisfaction survey to each participant and report findings to the City and County of San Diego.
19. Provide to the City for approval a monthly menu 30 days prior to the first day of the service
month. The Contractor will provide monthly menus for approval from the County of San Diego
a minimum of 30 days in advance. The Contractor will work with the city to schedule
approximately six special meals per calendar year (e.g., holiday and special events) that can be
predicted. The Contractor will allow for occasional menu changes by the city due to diner
preferences, food preparation or service difficulties, etc.
20.
specifications discussed in this contract, referenced documents and approved menus.
Substandard meals may include, but are not limited to under-sized portions, missing items,
over-cooked items, poor quality food items, and burnt food. Food may be procured by the city
meals. The City has the right to deduct fees paid to the Contractor for cost of food and
preparation necessary to replace these meals. Even if deductions are made for missing or
substandard meals, these situations are considered unacceptable.
21. The first week of each month the selected contractor would provide the City of Carlsbad with
an invoice for services rendered during the prior month, including totals for meals delivered to
each client, a meal delivery temperature log, and a declaration of personnel. This declaration
would include "Exclusion & Debarment for Office of Inspector General (OIG), System of Award
Management (SAM), and CA Medi-Cal Suspended & Ineligible Providers List" results for
relevant personnel and volunteers. Additionally, if any system check identifies a personnel
member or volunteer on the list, that individual will be immediately removed from all contract-
related activities. Subcontractor would promptly notify the City of Carlsbad in writing of the
incident.
22. Provide to the City annually the following: Declaration of completion of required personnel
"Mandated Reporter" training: "Security Awareness" training: "False Claims" training; Criminal
Background checks and subsequent notices; and Summary review of "Customer Satisfaction
Surveys."
23. Provide to the City within a reasonable time the accommodations of a site visit by a City of
Carlsbad personnel to conduct quarterly site review following the standards of the County of
San Diego, Aging & Independent Services.
24. Provide meals only to clients approved by City of Carlsbad.
25. Accept and forward to the City of Carlsbad all donations from participants.
26. Provide to the City the annual calendar of Holidays of which a meal will not be served.
Total Agreement shall not exceed three hundred thousand ($300,000) per agreement year.
Feb. 25, 2025 Item #1 Page 21 of 47
ARTICLE 3
DISENTANGLEMENT
3.1 General Obligations.
Upon the expiration or termination of all or a portion of the services provided hereunder (“Transitioning Services,”), the
County may elect to have such services, substantially similar services, or follow-on services (“Disentangled Services”)
performed by County or one or more separate contractors (“Replacement Provider”). Contractor shall take all actions
necessary to accomplish a complete and timely transition of the Disentangled Services (“Disentanglement”) without any
material impact on the services. Contractor shall cooperate with County and otherwise take all steps reasonably required to
assist County in effecting a complete and timely Disentanglement. Contractor shall provide Replacement Provider with all
information regarding the services and any other information needed for Disentanglement.
Contractor shall provide for the prompt and orderly conclusion of all work required under this Agreement, as County may
direct, including completion or partial completion of projects, documentation of work in process, and other measures to assure
an orderly Disentanglement.
3.2 Disentanglement Process.
Contractor and County shall discuss in good faith a plan for Contractor’s Disentanglement that shall not lessen in any respect
Contractor’s Disentanglement obligations.
If County requires the provision of Transitioning Services after expiration or termination of the Agreement or
Disentanglement work not otherwise required under this Agreement, for which additional compensation will be due, such
services shall be compensated at: (i) the applicable rates in Agreement or a reasonable pro-rata of those prices, or (ii) if no
applicable rates apply, no more than Contractor’s costs. Such work must be approved in writing by County approval of a
written Disentanglement plan or separately in writing and is subject to the Compensation clause on the signature page.
Contractor’s obligation to provide Disentanglement services shall not cease until all Disentanglement obligations are
completed to County’s reasonable satisfaction, including the performance by Contractor of all Specific Obligations of
Contractor. County shall not require Contractor to perform Transitioning Services beyond 12 months after expiration or
termination, provided that Contractor meets all Disentanglement obligations and other obligations under Agreement.
3.3 Specific Obligations.
The Disentanglement shall include the performance of the following specific obligations (“Specific Obligations”):
3.3.1 No Interruption or Adverse Impact
Contractor shall cooperate with County and Replacement Provider to ensure a smooth Disentanglement, with no
interruption of or adverse impact to Disentangled Services, Transitioning Services, other work required under the
Agreement, or services provided by third parties.
3.3.2 Client Authorizations.
Contractor shall obtain from clients served by Contractor all client consents or authorizations legally necessary to
transfer client data to Replacement Provider.
3.3.3 Leases, Licenses, and Third-Party Agreements.
Contractor shall procure at no charge to County all authorizations necessary to grant Replacement Provider the use and
benefit of any third-party agreements pending their conveyance or assignment to Replacement Provider.
Contractor, at its expense, shall convey or assign to Replacement Provider leases, licenses, and other third-party
agreements procured under this Agreement, subject to written approval of the Replacement Provider (and County, if
Replacement Provider is other than County).
Without limiting any other provision of this Agreement, Contractor shall reimburse County for any losses resulting
from Contractor’s failure to comply with any terms of any third-party agreements prior to the date of conveyance or
assignment.
3.3.4 Return, Transfer, and Removal of Assets.
Contractor shall return to County all County assets in Contractor’s possession, pursuant to section 2.4 of this
Agreement.
County shall be entitled to purchase at net book value Contractor assets used primarily for the provision of
Disentangled Services to or for County, other than those assets expressly identified as not being subject to this
provision. Contractor shall promptly remove from County’s site any Contractor assets that County, or its designee,
chooses not to purchase under this provision.
3.3.5 Delivery of Documentation.
Notwithstanding section 13.5 of this Agreement, and without limiting Contractor's obligations thereunder, Contractor
shall deliver to Replacement Provider (and/or County, if Replacement Provider is other than County), all
documentation and data necessary for Disentanglement.
Exhibit A (continued)
Feb. 25, 2025 Item #1 Page 22 of 47
ARTICLE 7
SUSPENSION, DELAY, AND TERMINATION
7.1 Termination for Default. In the event of Contractor’s breach of this Agreement, County shall have the right to terminate this
Agreement in whole or in part.
7.1.2 Prior to termination for default, Contracting Officer will send Contractor written notice specifying the default. Contractor
shall have ten (10) days from issuance (unless a different time is given in the notice) to respond to the notice as directed
by County to acknowledge the default or show cause as to why Contractor is not in default. Such notice may provide
Contractor the opportunity to cure the default or to demonstrate progress towards curing the default. If Contractor fails to
respond, or if Contractor’s response is not satisfactory to the County, County may terminate this Agreement for default
upon written notice from Contracting Officer.
7.1.3 If County determines that the default contributes to the curtailment of an essential service; poses an immediate threat to
life, health, or property; or constitutes fraud or other serious misconduct, County may terminate this Agreement for default
by written notice from the Contracting Officer without the notice described in section 7.1.2 above.
7.1.4 In the event of termination for default, all finished or unfinished documents, and other materials, prepared by Contractor
under this Agreement shall become the sole and exclusive property of County.
7.1.5 If, after termination for default, it is determined for any reason that Contractor was not in default under this
Agreement, the rights and obligations of the parties shall be the same as if terminated for convenience under section
7.5 “Termination for Convenience.”
7.2 RESERVED
7.3 Failure to Perform. Contractor shall immediately notify the COR upon learning that it has, or that it is reasonably foreseeable
that it will, fail to perform or timely perform its obligations under this Agreement for any reason, including, but not limited
to, a labor dispute, emergency, epidemic, pandemic, or supply chain shortage. In such event, Contractor shall, upon request,
prepare and deliver to the COR a written mitigation plan. Nothing in this section relieves the Contractor of its obligations
under this Agreement.
7.4 Reduction in Funding. In the event there is a reduction of funds made available by County to Contractor under this or
subsequent agreements, the County of San Diego and its departments, officers and employees shall incur no liability to
Contractor and shall be held harmless from any and all claims, demands, losses, damages, injuries, or liabilities arising
directly or from such action.
7.5 Termination for Convenience. The County may, by written notice from Contracting Officer, terminate this Agreement for
convenience, in whole or in part, at any time. Upon receipt of such notice, Contractor shall promptly report to County all
undelivered or unaccepted work performed in accordance with this Agreement prior to termination (“Incomplete Work”).
Contractor may, at County’s option, be required to complete some or all Incomplete Work during Disentanglement.
7.5.1 The County shall pay Contractor as full compensation for work performed and costs of termination:
7.5.1.1 The unit or pro rata price for any delivered and accepted portion of the work.
7.5.1.2 Actual and reasonable Contractor costs for Incomplete Work not mitigable or otherwise recoverable by
Contractor. Such compensation shall not exceed the unit or pro rata price due to Contractor had the work
been completed.
7.5.2 In no event shall the County be liable for any loss of profits or any other consequential damages.
7.5.3 County’s termination of this Agreement for convenience shall not preclude it from changing the termination to a
default, as set forth in section 7.1 of this Agreement, nor from taking any action in law or equity against Contractor
for:
7.5.3.1 Fraud, waste, or abuse of Agreement funds, or
7.5.3.2 Improperly submitted claims, or
7.5.3.3 Any failure to perform the work in accordance with the Statement of Work, or
7.5.3.4 Any breach of any term or condition of the Agreement, or
7.5.3.5 Any actions under any warranty, express or implied, or
7.5.3.6 Any claim of professional negligence, or
Exhibit A (continued)
Feb. 25, 2025 Item #1 Page 23 of 47
7.5.3.7 Any other matter arising from or related to this Agreement, whether known, knowable, or unknown
before, during, or after the date of termination.
7.6 Suspension of Work. The Contracting Officer may order Contractor, in writing, to suspend, delay, or interrupt all or part of
the work of this Agreement for the period of time that the Contracting Officer determines appropriate. County reserves the
right to prohibit, without prior notice, Contractor or Contractor’s employees, directors, officers, agents, subcontractors,
vendors, consultants, or volunteers from 1) accessing County data systems and County owned software applications,
including websites, domain names, platforms, physical files, 2) treating County’s patients, clients, or facility residents, or 3)
providing any other services under this Agreement.
ARTICLE 8
COMPLIANCE WITH LAWS AND REGULATIONS
8.1 Compliance with Laws and Regulations. Contractor shall at all times perform its obligations hereunder in compliance with
all applicable federal, State, County, and local laws, rules, and regulations, current and hereinafter enacted, including facility
and professional licensing and/or certification laws and keep in effect any and all licenses, permits, notices and certificates
as are required. Contractor shall further comply with all laws applicable to wages and hours of employment, occupational
safety, and to fire safety, health, and sanitation.
8.2 Contractor Permits and License. Contractor certifies that it possesses and shall continue to maintain or shall cause to be
obtained and maintained, at no cost to the County, all approvals, permissions, permits, licenses, and other forms of
documentation required for it and its employees to comply with all existing foreign or domestic statutes, ordinances, and
regulations, or other laws, that may be applicable to performance of services hereunder. The County reserves the right to
reasonably request and review all such applications, permits, and licenses prior to the commencement of any services
hereunder.
8.3 Equal Opportunity. Contractor shall comply with federal and State equal employment opportunity laws, including, but not
limited to, the provisions of Title VII of the Civil Rights Act of 1964 in that it will not discriminate against any individual
with respect to his or her compensation, terms, conditions, or privileges of employment nor shall Contractor discriminate in
any way that would deprive or intend to deprive any individual of employment opportunities or otherwise adversely affect
his or her status as an employee because of such individual’s race, color, religion, sex, national origin, age, handicap, medical
condition, sexual orientation or marital status.
8.4 Affirmative Action. Each Contractor of services and supplies employing fifteen (15) or more full-time permanent employees,
shall comply with the Affirmative Action Program for Vendors as set forth in Article IIIk (commencing at section 84) of the
San Diego County Administrative Code, which program is incorporated herein by reference. A copy of this Affirmative
Action Program will be furnished upon request by COR or from the County of San Diego Internet website
(www.sandiegocounty.gov).
8.5 Non-Discrimination. Contractor shall ensure that services and facilities are provided without regard to ethnic group
identification, race, color, nation origin, creed, religion, age, sex, physical or mental disability, political affiliation or marital
status in accordance with applicable laws, including, but not limited to, Title VI of the Civil Rights Act of 1964 (42 U.S.C
2000d), section 162 (a) of the Federal-Aid Highway Act of 1973 (23 U.S.C 324), section 504 of the Rehabilitation Act of
1973, The Civil Rights Restoration Act of 1987 (P.L. 100-209), Executive Order 12898 (February 11, 1994), Executive Order
13166 (August 16, 2000), Title VII of the Civil Rights Act of 1964 (42 U.S.C. 2000-e), the Age Discrimination Act of 1975
(42 U.S.C. 6101), Article 9.5, Chapter 1, Part 1, Division 2, Title 2 (section 11135, et seq.) of the California Government
Code, Title 9, Division 4, Chapter 6 (section 10800, et seq.) of the CCR and California Dept of Social Services Manual of
Policies and Procedures (CDSS MPP) Division 21.
8.6 AIDS Discrimination. Contractor shall not deny any person the full and equal enjoyment of, or impose less advantageous
terms, or restrict the availability of, the use of any County facility or participation in any County funded or supported service
or program on the grounds that such person has Human Immunodeficiency Virus (HIV) or Acquired Immune Deficiency
Syndrome (AIDS) as those terms are defined in Title 3, Division 2, Chapter 8, section 32.803, of the San Diego County Code
of Regulatory Ordinances.
8.7 American with Disabilities Act (ADA) 1990. Contractor shall not discriminate against qualified people with disabilities in
employment, public services, transportation, public accommodations, and telecommunications services in compliance with
the Americans with Disabilities Act (ADA), the California Fair Employment and Housing Act (FEHA), and California
Administrative Code Title 24.
8.8 Political Activities Prohibited. None of the funds, provided directly or indirectly, under this Agreement shall be used for any
political activities or to further the election or defeat of any candidate for public office. Contractor shall not utilize or allow
its name to be utilized in any endorsement of any candidate for elected office. Neither this Agreement nor any funds provided
hereunder shall be utilized in support of any partisan political activities, or activities for or against the election of a candidate
for an elected office.
Exhibit A (continued)
Feb. 25, 2025 Item #1 Page 24 of 47
8.9 Lobbying. Contractor agrees to comply with the lobbying ordinances of the County and to assure that its officers
and
employees comply before any appearance before the County Board of Supervisors. Except as required by this Agreement,
none of the funds provided under this Agreement shall be used for publicity or propaganda purposes designed to support or
defeat any legislation pending before State and federal Legislatures, the Board of Supervisors of the County, or before any
other local governmental entity. This provision shall not preclude Contractor from seeking necessary permits, licenses and
the like necessary for it to comply with the terms of this Agreement.
8.9.1 Byrd Anti-Lobbying Amendment. In accordance with 31 U.S.C. 1352 and related regulations, (a) Contractor
certifies, and shall require each lower-tier recipient (as that term is defined in 31 U.S.C. 1352) to certify to the tier
above, that it will not and has not used Federal appropriated funds to pay any person or organization for influencing
or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of
Congress, or an employee of a member of Congress in connection with obtaining any covered Federal contract, grant
or any other award covered by 31 U.S.C. 1352, and (b) Contractor shall disclose, and shall require each lower-tier
recipient to disclose to the tier above, any lobbying with non-Federal funds that takes place in connection with
obtaining any covered Federal award.
8.10 Religious Activity Prohibited. There shall be no religious worship, instructions or proselytization as part of or in connection
with the performance of this Agreement.
8.11 Audit Requirement.
8.11.1 Contractor shall annually engage a Licensed Certified Public Accountant licensed to perform audits and attests in the
State of California to conduct an annual financial audit of the organization. Contractors that expend $750,000 or more
of federal grant funds per year shall also have an audit conducted in compliance with Government Auditing Standards,
which includes Single Audit Act Amendments and the Compliance Supplement (2 CFR part 200 App. XI).
Contractors that are commercial organizations (for-profit) are required to have a non-federal audit if, during its fiscal
year, it expended a total of $750,000 or more under one or more HHS awards. 45 CFR part 74.26(d) incorporates the
threshold and deadlines of the Compliance Supplement but provides for-profit organizations two options regarding
the type of audit that will satisfy the audit requirements. Contractor shall include a clause in any agreement entered
into with an audit firm, or notify the audit firm in writing prior to the audit firm commencing its work for Contractor,
that the audit firm shall, pursuant to 31 U.S.C. 7503, and to the extent otherwise required by law, provide access by
the federal government or other legally required entity to the independent auditor’s working papers that were part of
the independent auditor’s audit of Contractor. Contractor shall submit two (2) copies of the annual audit report, the
audit performed in accordance with the Compliance Supplement, and the management letter to the County fifteen
(15) days after receipt from the independent Certified Public Accountant but no later than nine (9) months after the
Contractor’s fiscal year end.
8.11.2 Contractor shall immediately notify County upon learning that Contractor’s independent Certified Public Accountant
may or will issue a disclaimer of opinion due to substantial doubt of Contractor’s ability to continue as a going
concern.
8.12 Board of Supervisors’ Policies. Contractor represents that it is familiar, and shall use its best efforts to comply, with the
following policies of the Board of Supervisors, available on the County of San Diego website:
8.12.1 Board Policy B-67, which encourages the County’s Contractors to offer products made with recycled materials,
reusable products, and products designed to be recycled to the County in response to the County’s requirements; and
8.12.2 Board Policies B-53 and B-39a, which encourage the participation of small and veteran owned businesses in County
procurements; and
8.12.3 Zero Tolerance for Fraudulent Conduct in County Services. Contractor shall comply with County of San Diego Board
of Supervisors Policy A-120 “Zero Tolerance for Fraudulent Conduct in County Services.” There shall be “Zero
Tolerance” for fraud committed by contractors in the administration of County programs and the provision of County
services. Upon proven instances of fraud committed by contractors in connection with their performance under the
Agreement, said contractor shall be subject to corrective action up to and including termination of the Agreement;
and
8.12.4 Interlocking Directorate. Per Board Policy A-79, if Contractor is a non-profit corporation, Contractor shall not
subcontract any work under this Agreement with a related for-profit subcontractor where an interlocking directorate,
management, or ownership relationship exists, unless specifically authorized by the Board of Supervisors; and
8.12.5 Drug and Alcohol-Free Work Environment. The County of San Diego, in recognition of its responsibility to provide
a safe, healthy, and productive work environment and perform services as safely, effectively, and efficiently as
possible, has adopted a requirement for a work environment not adversely affected or impaired in any way by the use
or presence of alcohol or drugs in Board Policy C-25 County of San Diego Drug and Alcohol Use Policy.
Exhibit A (continued)
Feb. 25, 2025 Item #1 Page 25 of 47
8.12.5.1 As a material condition of this Agreement, the Contractor agrees that Contractor and Contractor’s
employees, while performing services or using County equipment pursuant to Agreement:
8.12.5.1.1 Shall not be in any way impaired because of being under the influence of alcohol or a drug.
8.12.5.1.2 Shall not possess, consume, or be under the influence of alcohol and/or an illegal drug.
8.12.5.1.3 Shall not sell, offer, or provide alcohol or an illegal drug to another person; provided, however,
that the foregoing restriction shall not be applicable to a Contractor or Contractor employee
who as part of the performance of normal job duties and responsibilities prescribes or
administers medically prescribed drugs.
8.12.5.2 Contractor shall inform all employees who are performing applicable services of the County’s Board Policy
C-25 and the above prohibitions.
8.13 Cartwright Act. Following receipt of final payment under the Agreement, Contractor assigns to the County all rights, title,
and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the
Cartwright act (Chapter 2) (commencing with section 16700) of Part 2 of Division 7 of the Business and Professions Code),
arising from purchases of goods, materials, or services by the Contractor for sale to the County under this Agreement.
8.14 Hazardous Materials. Contractor shall comply with all Environmental Laws and all other laws, rules, regulations, and
requirements regarding Hazardous Materials, health and safety, notices, and training. Contractor agrees that it will not store
any Hazardous Materials at any County facility for periods in excess of ninety (90) days or in violation of the applicable site
storage limitations imposed by Environmental Law. Contractor agrees to take, at its expense, all actions necessary to protect
third parties, including, without limitation, employees, and agents of the County, from any exposure to Hazardous Materials
generated or utilized in its performance under this Agreement. Contractor agrees to report to the appropriate governmental
agencies all discharges, releases, and spills of Hazardous Materials that are required to be reported by any Environmental
Law and to immediately notify the County of it. Contractor shall not be liable to the County for the County’s failure to
comply with, or violation of, any Environmental Law. As used in this section, the term “Environmental Laws” means any
and all federal, state, or local laws or ordinances, rules, decrees, orders, regulations, or court decisions (including the so-
called “common law”), including, but not limited to, the Resource Conservation and Recovery Act, relating to hazardous
substances, hazardous materials, hazardous waste, toxic substances, environmental conditions or other similar substances or
conditions. As used in this section the term “Hazardous Materials” means any chemical, compound, material, substance or
other matter that: (a) is a flammable, explosive, asbestos, radioactive nuclear medicine, vaccine, bacteria, virus, hazardous
waste, toxic, overtly injurious or potentially injurious material, whether injurious or potentially injurious by itself or in
combination with other materials; (b) is controlled, referred to, designated in or governed by any Environmental Laws; (c)
gives rise to any reporting, notice or publication requirements under any Environmental Laws, or (d) is any other material or
substance giving rise to any liability, responsibility or duty upon the County or Contractor with respect to any third person
under any Environmental Laws.
8.15 Clean Air Act and Federal Water Pollution Control Act.
8.15.1 Contractor shall comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as
amended, (42 U.S.C. §§ 7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §§ 1251
et seq.). Contractor shall report each violation to the USDA and the appropriate EPA Regional Office as required.
8.15.1.1 Contractor agrees to report each violation to the County (and understands and agrees that the County will,
in turn, report each violation as required to assure notification to the appropriate federal agency) and the
appropriate Environmental Protection Agency Regional Office. Contractor agrees to include this
requirement in each subcontract exceeding $150,000 financed in whole or in part with federal assistance.
8.16 Debarment, Exclusion, Suspension, and Ineligibility.
8.16.1 Contractor certifies that, to the best of its knowledge, and except as disclosed to County and acknowledged in writing
by County prior to the execution of this Agreement, Contractor, its employees, directors, officers, agents,
subcontractors, vendors, consultants, and volunteers:
8.16.1.1 Are not presently debarred, excluded, suspended, declared ineligible, voluntarily excluded, or proposed for
debarment, exclusion, suspension, or ineligibility by any federal, state, or local department or agency; and
8.16.1.2 Have not within a 3-year period preceding this Agreement been convicted of, or had a civil or
administrative judgment rendered against them for, the commission of fraud or a criminal offense or civil
action in connection with obtaining, attempting to obtain, or performing a public (federal, State, or local)
transaction; violation of federal or State anti-trust statutes or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements, receiving stolen property; physical,
financial or sexual abuse or misconduct with a patient or client, or medical negligence or malpractice;
Exhibit A (continued)
Feb. 25, 2025 Item #1 Page 26 of 47
8.16.1.3 Are not presently indicted or otherwise criminally, civilly, or administratively charged by a government
entity (federal, State, or local) with commission of any of the offenses enumerated in the paragraph above;
and
8.16.1.4 Are not presently the target or subject of any investigation, accusation, or charge related to the conduct of
business by any federal, state, or local agency or law enforcement, licensing, certification, labor standards,
occupational safety, ethics, or compliance body.
8.16.1.5 Are not proposed for debarment by any state, local, or federal department or agency.
8.16.1.6 Do not have a judgment rendered against them by a body described in 8.16.1.5 that is unsatisfied.
8.16.1.7 Have not within a three (3) year period preceding this Agreement (i) been found in violation or had a
judgment rendered against them resulting from the type of investigation, accusation, or charge described
in 8.16.1.5 or (ii) had one or more public transactions (federal, state, or local) terminated for cause or
default.
8.16.2 Contractor shall have an ongoing duty during the term of this Agreement to disclose to the County any occurrence
that would prevent Contractor from making the certifications contained in this section 8.16 on an ongoing basis. Such
disclosure shall be made in writing to the COR and the County Office of Ethics and Compliance within five (5)
business days of when Contractor discovers or reasonably believes there is a likelihood of such occurrence.
8.16.3 Debarment and Suspension.
8.16.3.1 This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such,
the Contractor is required to verify that none of the Contractor’s principals (defined at 2 C.F.R. § 180.995)
or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified
(defined at 2 C.F.R. § 180.935).
8.16.3.2 The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, and must
include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
8.16.3.3 This certification is a material representation of fact relied upon by County. If it is later determined that the
Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to
remedies available to County, the Federal Government may pursue available remedies, including but not
limited to suspension and/or debarment.
8.17 Display of Fraud Hotline Poster(s). As a material term and condition of this Agreement, Contractor shall:
8.17.1 Prominently display in common work areas within all business segments performing work under this Agreement
County of San Diego Office of Ethics and Compliance Ethics Hotline posters;
8.17.2 Posters may be downloaded from the County Office of Ethics and Compliance website at:
http://www.sandiegocounty.gov/content/sdc/cao/oec.html. Additionally, if Contractor maintains a company website
as a method of providing information to employees, the Contractor shall display an electronic version of the poster(s)
at the website;
8.17.3 If Contractor has implemented a business ethics and conduct awareness program, including a reporting mechanism,
the Contractor need not display the County poster.
8.18 False Claims Act Training. Contractor shall, not less than annually, provide training on the Federal False Claims Act (31
USC 3729, et seq. or successor statutes) and State False Claims Act (California Government Code 12650, et seq. or successor
statutes) to all employees, directors, officers, agents, Related Subcontractors, or volunteers providing services under this
Agreement. Contractor shall maintain verification of this training. Contractor shall retain verifications in accordance with
the Agreement requirement for retention of records
8.19 Code of Ethics. As a material term and condition of this Agreement, Contractor shall develop and implement a Code of
Ethics or similar document and maintain it during the term of this Agreement. Additionally, Contractor shall train all
employees and volunteers on the Code of Ethics, and all employees, volunteers, directors, officers, and agents shall certify
that they have received training and have been provided an opportunity to ask questions of their employer regarding the Code
of Ethics. Contractor shall retain these certifications in accordance with the Agreement’s provision regarding retention of
records
8.20 Compliance Program. Contractors with an agreement that exceeds more than $250,000 in value annually shall establish, and
maintain for the duration of this Agreement, a compliance program that meets the standards of Federal Sentencing Guidelines
section 8B2.1 and 42 CFR 438.608, regardless of funding source or services.
8.21 Investigations. Unless prohibited by an investigating government authority, Contractor shall cooperate and participate fully
in any investigation initiated by County relative to this Agreement. Upon County’s request, Contractor shall promptly provide
Exhibit A (continued)
Feb. 25, 2025 Item #1 Page 27 of 47
to County any and all documents, including any and all communications or information stored digitally, and make available
for interviews any employee(s) of Contractor identified by County. Contractor further agrees to immediately notify County
if any employee, director, officer, agent, subcontractor, vendor, consultant, or volunteer of Contractor comes under
investigation by any federal, State, or local government entity with law enforcement or oversight authority over the
Agreement or its funding for conduct arising out of, or related to, performance under this Agreement.
Contractor shall promptly make available to County all internal investigative results, findings, conclusions,
recommendations, and corrective action plans pertaining to the investigation in its possession as requested by the County,
unless otherwise protected by applicable law or privilege.
8.22 Reserved.
8.23 Contracting with Small and Minority Businesses, Women’s Business Enterprises, and Labor Surplus Area Firms. Contractor
shall, in accordance with 2 CFR 200.321 - Contracting with small and minority businesses, women’s business enterprises,
and labor surplus area firms, take affirmative steps to include minority business, women’s business enterprises, and labor
surplus area firms by:
8.23.1 Placing qualified small and minority businesses and women’s business enterprises on solicitation lists;
8.23.2 Assuring that small and minority businesses, and women’s business enterprises are solicited whenever they are
potential sources;
8.23.3 Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum
participation by small and minority businesses, and women’s business enterprises;
8.23.4 Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority
businesses, and women’s business enterprises; and
8.23.5 Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the
Minority Business Development Agency of the Department of Commerce.
8.24 Procurement of Recovered Materials. Contractor shall comply with 2 CFR part 200.323 and shall procure only items
designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest
percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the
purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded
$10,000. Contractor certifies that the percentage of recovered materials to be used in the performance of this Agreement will
be at least the amount required by applicable specifications or other contractual requirements.
8.24.1 In the performance of this Agreement, the Contractor shall make maximum use of products containing recovered
materials that are EPA-designated items unless the product cannot be acquired:
8.24.1.1 Competitively within a timeframe providing for compliance with the contract performance schedule;
8.24.1.2 Meeting contract performance requirements; or
8.24.1.3 At a reasonable price.
8.24.2 Information about this requirement, along with the list of EPA-designated items, is available at EPA’s Comprehensive
Procurement Guidelines web site https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program.
8.24.3 Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal
Act, including the following:
8.24.3.1 For contracts over $100,000 in total value, Contractor shall estimate the percentage of total material utilized
for the performance of the Agreement that is recovered materials and shall provide such estimate to County
upon request.
8.25 Domestic Preferences. In accordance with 2 CFR part 200.322, as appropriate and to the extent consistent with law,
Contractor shall, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods,
products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other
manufactured products).
8.25.1 “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial
melting stage through the application of coatings, must occur in the United States.
8.25.2 “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals
such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete;
glass, including optical fiber; and lumber.
Exhibit A (continued)
Feb. 25, 2025 Item #1 Page 28 of 47
8.26 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment. In accordance with 2 CFR part
200.216, Contractor and its subcontractors are prohibited from expending funds under this Agreement to:
8.26.1 Procure or obtain;
8.26.2 Extend or renew a contract to procure or obtain; or
8.26.3 Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses
covered telecommunications equipment or services as a substantial or essential component of any system, or as
critical technology as part of any system. As described in Public Law 115-232, section 889, covered
telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or
ZTE Corporation (or any subsidiary or affiliate of such entities).
8.26.3.1 For the purpose of public safety, security of government facilities, physical security surveillance of critical
infrastructure, and other national security purposes, video surveillance and telecommunications equipment
produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or
Dahua Technology Company (or any subsidiary or affiliate of such entities).
8.26.3.2 Telecommunications or video surveillance services provided by such entities or using such equipment.
8.26.3.3 Telecommunications or video surveillance equipment or services produced or provided by an entity that
the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of
the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or
otherwise connected to, the government of a covered foreign country.
8.27 Reserved.
8.28 FEMA Required Provisions.
8.28.1 Access to Records. The following access to records requirements apply to this Agreement:
8.28.1.1 The Contractor agrees to provide County, the FEMA Administrator, the Comptroller General of the United
States, or any of their authorized representatives access to any books, documents, papers, and records of
the Contractor which are directly pertinent to this Agreement for the purposes of making audits,
examinations, excerpts, and transcriptions.
8.28.1.2 The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to
copy excerpts and transcriptions as reasonably needed.
8.28.1.3 The Contractor agrees to provide the FEMA Administrator or his authorized representatives access to
construction or other work sites pertaining to the work being completed under the Agreement.
8.28.1.4 In compliance with the Disaster Recovery Act of 2018, the County and the Contractor acknowledge and
agree that no language in this Agreement is intended to prohibit audits or internal reviews by the FEMA
Administrator or the Comptroller General of the United States.
8.28.2 DHS Seal, Logo, and Flags. The Contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or
likenesses of DHS agency officials without specific FEMA pre-approval.
8.28.3 Compliance with Federal Law, Regulations, and Executive Orders. This is an acknowledgement that FEMA financial
assistance may be used to fund all or a portion of the Agreement. The Contractor will comply with all applicable
Federal law, regulations, executive orders, FEMA policies, procedures, and directives.
8.28.4 No Obligation by Federal Government. The Federal Government is not a party to this Agreement and is not subject
to any obligations or liabilities to the County, Contractor, or any other party pertaining to any matter resulting from
the Agreement.
8.28.5 Program Fraud and False or Fraudulent Statements or Related Acts. The Contractor acknowledges that 31 U.S.C.
Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor’s actions pertaining
to this Agreement.
ARTICLE 9
CONFLICTS OF INTEREST; CONTRACTOR’S CONDUCT
9.1 Conflicts of Interest. Contractor presently has no interest, including but not limited to other projects or independent
agreements, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with the
performance of services required to be performed under this Agreement. The Contractor shall not employ any person having
any such interest in the performance of this Agreement. Contractor shall not hire County’s employees to perform any portion
of the work or services provided for herein including secretarial, clerical, and similar incidental services except upon the
Exhibit A (continued)
Feb. 25, 2025 Item #1 Page 29 of 47
written approval of County. Without such written approval, performance of services under this Agreement by associates or
employees of County shall not relieve Contractor from any responsibility under this Agreement.
9.1.1 California Political Reform Act and Government Code Section 1090 Et Seq. Contractor acknowledges that the
California Political Reform Act (“Act”), Government Code section 81000 et seq., provides that Contractors hired by
a public agency, such as County, may be deemed to be a “public official” subject to the Act if the Contractor advises
the agency on decisions or actions to be taken by the agency. The Act requires such public officials to disqualify
themselves from participating in any way in such decisions if they have any one of several specified “conflicts of
interest” relating to the decision. To the extent the Act applies to Contractor, Contractor shall abide by the Act. In
addition, Contractor acknowledges and shall abide by the conflict-of-interest restrictions imposed on public officials
by Government Code section 1090 et seq.
9.2 Conduct of Contractor.
9.2.1 Contractor shall inform the County of all Contractor’s interests, if any, that are, or that Contractor believes to be,
incompatible with any interests of the County.
9.2.2 Contractor shall not, under circumstances that might reasonably be interpreted as an attempt to influence the recipient
in the conduct of his duties, accept any gratuity or special favor from individuals or organizations with whom the
Contractor is doing business or proposing to do business, in accomplishing the work under this Agreement.
9.2.3 Contractor shall not use for personal gain or make other improper use of confidential information acquired in
connection with this Agreement. In this connection, the term “confidential information” includes, but is not limited
to, unpublished information relating to technological and scientific development; medical, personnel, or security
records of individuals; anticipated materials requirements or pricing actions; and knowledge of selections of
Contractors or subcontractors in advance of official announcement.
9.2.4 Contractor, its employees, directors, officers, agents, subcontractors, vendors, consultants, and volunteers shall not
offer, directly or indirectly, any unlawful gift, gratuity, favor, entertainment, or other item(s) of monetary value to an
employee or official of the County.
9.2.5 Referrals. Contractor further covenants that no referrals of clients through Contractor’s intake or referral process shall
be made to the private practice of any person(s) employed by the Contractor.
9.3 Prohibited Agreements. As required by section 67 of the San Diego County Administrative Code, Contractor certifies that it
is not in violation of the provisions of section 67, and that Contractor is not, and will not subcontract with, any of the
following:
9.3.1. Persons employed by County or of public agencies for which the Board of Supervisors is the governing body;
9.3.2. Profit-making firms or businesses in which employees described in sub-section 9.3.1, above, serve as officers,
principals, partners, or major shareholders;
9.3.3. Persons who, within the immediately preceding twelve (12) months came within the provisions of the above sub-
sections and who (1) were employed in positions of substantial responsibility in the area of service to be performed
by the Agreement, or (2) participated in any way in developing the Agreement or its service specifications; and
9.3.4. Profit-making firms or businesses, in which the former employees described in sub-section 9.3.3 above, serve as
officers, principals, partners, or major shareholders.
9.4 Limitation of Future Agreements or Grants. It is agreed by the parties to the Agreement that Contractor shall be restricted in
its future contracting with the County to the manner described below. Except as specifically provided in this section,
Contractor shall be free to compete for business on an equal basis with other companies.
9.4.1 If Contractor, under the terms of the Agreement, or through the performance of tasks pursuant to this Agreement, is
required to develop specifications or statements of work and such specifications or statements of work are to be
incorporated into a solicitation, Contractor shall be ineligible to perform the work described within that solicitation
as a prime or subcontractor under an ensuing County agreement. It is further agreed, however, that County will not,
as additional work, unilaterally require Contractor to prepare such specifications or statements of work under this
Agreement.
9.4.2 Contractor may not apply for nor accept additional payments for the same services contained in the Statement of
Work.
ARTICLE 10
INDEMNITY AND INSURANCE
10.1 Indemnity. County shall not be liable for, and Contractor shall defend and indemnify County and the employees and agents
of County (collectively “County Parties”), against any and all claims, demands, liability, judgments, awards, fines,
Exhibit A (continued)
Feb. 25, 2025 Item #1 Page 30 of 47
mechanics’ liens or other liens, labor disputes, losses, damages, expenses, charges or costs of any kind or character, including
attorneys’ fees and court costs (hereinafter collectively referred to as “Claims”), related to this Agreement or the work covered
by this Agreement and arising either directly or indirectly from any act, error, omission or negligence of Contractor or its
Contractors, licensees, agents, servants or employees, including, without limitation, Claims caused by the sole passive
negligent act or the concurrent negligent act, error or omission, whether active or passive, of County Parties. Contractor shall
have no obligation, however, to defend or indemnify County Parties from a Claim if it is determined by a court of competent
jurisdiction that such Claim was caused by the sole negligence or willful misconduct of County Parties.
Without limiting the foregoing, Contractor’s defense and indemnity obligations under this section shall specifically apply to
any claim, suit, proceeding, demand, liability, loss, damage, or expense (including but not limited to attorneys’ fees) arising
from or relating to a claim that any work performed pursuant to this Agreement infringes a patent, copyright, moral right,
trademark, trade secret, or other intellectual property right of a third party. Without limiting the generality of the foregoing,
if any portion of any the same or County’s use of the same is, or in Contractor’s or County’s opinion is likely to be, held to
infringe the rights of any third party, Contractor shall at its expense either (i) procure the right for County to use the infringing
item free of any liability or expense to County to the full extent contemplated by this Agreement; or (ii) replace it with a non-
infringing equivalent reasonably satisfactory to County. Without limiting the County’s other rights and Contractor’s
obligations under this section, County shall have the right to employ counsel at its own expense for, and participate in the
defense of, any claim.
10.2 Insurance. Contractor shall, at its own cost and expense, obtain and keep in force and effect during the term of this Agreement,
including all extensions, the insurance specified in Exhibit B Insurance Requirements. Evidence of insurance and any other
documents or notices required to be provided to County pursuant to Exhibit B shall be submitted to the COR or as instructed
by the COR. The provisions of section 10.1 are independent of, and shall in no way limit, Contractor’s and its insurer’s
requirements under this section 10.2 and Exhibit B.
ARTICLE 11
AUDIT AND INSPECTION
11.1 Audit and Inspection.
11.1.1 Authorized federal, State and County representatives and their designated inspectors shall each have the following
rights (“Audit and Inspection”):
11.1.1.1 to monitor, assess, and evaluate Contractor’s performance under this Agreement;
11.1.1.2 to conduct audits, inspections, reviews of reports, and interviews of staff and participants involved with the
services provided under this Agreement; and
11.1.1.3 to inspect the premises, services, materials, supplies, and equipment furnished or utilized in the
performance of this Agreement and the workmanship of the work performed under this Agreement.
11.1.2 Contractor shall fully cooperate with any Audit and Inspection. County shall perform Audits and Inspections in a
manner so as not to unduly interfere with Contractor’s performance.
11.1.3 At any time during normal business hours and as often as County may deem necessary, Contractor shall make
available to County, State or federal officials for examination all of its records with respect to all matters covered by
this Agreement and will permit County, State or federal officials to examine and make excerpts or transcripts from
such records, and to make audits of all invoices, materials, payrolls, records of personnel, information regarding
clients receiving services, and other data relating to all matters covered by this Agreement.
11.1.4 If an audit is conducted, it will be done in accordance with generally accepted government auditing standards as
described in “Government Auditing Standards,” published for the United States General Accountability Office or the
institute of Internal Auditors International Standards for the Professional Practice of Internal Auditing.
11.2 External Audits. Contractor shall provide the following to the COR:
11.2.1 a copy of all notifications of audits or pending audits by federal or State representatives regarding contracted services
identified in this Agreement within three (3) business days of Contractor receiving notice of the audit.
11.2.2 a copy of the draft and final State or federal audit reports within twenty-four (24) hours of receiving them. Contractor
shall also provide electronic copies to Agency Contract Support (ACS) at ACS.HHSA@sdcounty.ca.gov.
11.2.3 a copy of Contractor’s response to the draft and final State or federal audit reports at the same time the response is
provided to the State or federal representatives.
11.2.4 a copy of all responses made by a federal or State representative to a Contractor’s audit response no later than three
(3) business days after receiving it, unless prohibited by the government agency conducting the audit. This shall
continue until the federal or State auditors have accepted and closed the audit.
Exhibit A (continued)
Feb. 25, 2025 Item #1 Page 31 of 47
11.3 Availability of Records. Contractor shall maintain and/or make available within San Diego County accurate books,
accounting records, and other records related to Contractor’s performance under this Agreement, including all records of
costs charged to this Agreement during the term of this agreement and for the longer of: (i) a period of five (5) years after
the date of final payment under this Agreement, (ii) for records that relate to appeals under Article 15 “Disputes,” or litigation
or the settlement of claims arising out of the performance of this Agreement, three (3) years after such appeals, litigation, or
claims have been disposed of, and (iii) any retention period required by the funding source(s) of this Agreement. Contractor
shall provide any requested records to County within two (2) business days of request. Contractor assertions of confidentiality
shall not be a bar to full access to the records. County shall keep the materials described above confidential unless otherwise
required by law.
11.3.1 Contractor shall maintain, and the records referred to in section 11.3 shall include, records sufficient to establish
the reasonableness accuracy, completeness and currency of all cost or pricing data submitted to County in
connection with this Agreement, including records of adequate price competition, negotiations, and cost or price
analysis.
11.4 Outcome-Based Measures. Where outcome-based measures are set forth in the Statement of Work, Contractor shall maintain,
and provide to County upon County’s request as often as County deems necessary, complete, and accurate data documenting
such outcome measures under this Agreement. Such data may include, but is not limited to, statistics on outcomes, rates of
success, and completion rate of deliverables.
11.5 Full Cost Recovery. Contractor shall reimburse County for all direct and indirect expenditures incurred in conducting an
audit, investigation, or inspection when Contractor is subsequently found to have violated terms of this Agreement.
11.6 Corrective Actions. If any services performed hereunder are found to have not been in conformity with the specifications and
requirements of this Agreement, County shall have the right to (1) require the Contractor to perform the services in conformity
with said specifications and requirements at no additional increase in total Agreement amount, (2) require Contractor
immediately to take all necessary steps to ensure future performance of the services in conformity with requirements of the
Agreement, (3) reduce payment to Contractor in accordance with Article 4, (4) have the services performed, by agreement
or otherwise, in conformance with the specifications of this Agreement and recover from Contractor any costs incurred by
County that are directly related to the performance of such services, and/or (5) pursue any other rights or remedies available
to County under this Agreement.
ARTICLE 12
RECOVERY OF FUNDS
Where Contractor is required to reimburse County under any provision of this Agreement, or where County is otherwise
owed funds from Contractor, County may, at its sole discretion and subject to funding source restrictions and State and federal
law: (1) withhold such amounts from any amounts due to Contractor pursuant to the payment terms of this Agreement, (2)
withhold such amounts from any other amounts due to Contractor from County, and/or (3) require Contractor to make
payment to County for the total amount due (or a lesser amount specified by County) within thirty (30) days of request by
County. Notwithstanding the foregoing, County may allow Contractor to repay any such amounts owed in installments
pursuant to a written repayment plan.
ARTICLE 13
USE OF DOCUMENTS AND REPORTS
13.1 Findings Confidential. Any reports, records, data, or other information given to or prepared or assembled by Contractor under
this Agreement that the County requests to be kept confidential shall not be made available to any individual or organization
by the Contractor without the prior written approval of the County except as may be required by law. Contractor shall not
disclose to any individual or organization any reports, records, data, or other information received, prepared, or assembled
by Contractor under this Agreement
13.2 Ownership, Publication, Reproduction and Use of Material. All reports, studies, information, data, statistics, forms, designs,
plans, procedures, systems, and any other material or properties produced under this Agreement shall be the sole and exclusive
property of County. No such materials or properties produced in whole or in part under this Agreement shall be subject to
private use, copyright, or patent right by Contractor in the United States or in any other country without the express written
consent of County. County shall have unrestricted authority to publish, disclose, distribute and otherwise use, copyright or
patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under
this Agreement.
13.3 Confidentiality. Contractor agrees to maintain the confidentiality of and take industry appropriate and legally required
measures to prevent the unlawful disclosure of any information that is legally required to be kept confidential. Except as
otherwise allowed by local, State, or federal law or regulation and pursuant to this section 13.3, Contractor agrees to only
disclose confidential records where the holder of the privilege, whether the County, or a third party, provides written
permission authorizing the disclosure.
Exhibit A (continued)
Feb. 25, 2025 Item #1 Page 32 of 47
13.4 Public Records Act. The California Public Records Act (“CPRA”) requires County to disclose “public records” in its actual
or constructive possession unless a statutory exemption applies. This generally includes contracts and related documents. If
County receives a CPRA request for records relating to the Agreement, County may, at its sole discretion, either determine
its response to the request without notifying Contractor or notify Contractor of the request. If County determines its response
to the request without notifying Contractor, Contractor shall hold County harmless for such determination. If County notifies
Contractor of the request, Contractor may request that County withhold or redact records responsive to the request by
submitting to County a written request within five (5) business days after receipt of the County’s notice. Contractor’s request
must identify specific records to be withheld or redacted and applicable exemptions. Upon timely receipt of Contractor’s
request, County will review the request and at its sole discretion withhold and/or redact the records identified by Contractor.
Contractor shall hold County harmless for County’s decision whether to withhold and/or redact pursuant to Contractor’s
written request. Contractor further agrees that its defense and indemnification obligations set forth in section 10.1 of this
Agreement extend to any Claim (as defined in section 10.1) against the County Parties (as defined in section 10.1) arising
out of County’s withholding and/or redacting of records pursuant to Contractor’s request. Nothing in this section shall
preclude Contractor from bringing a “reverse CPRA action” to prevent disclosure of records. Nothing in this section shall
prevent the County or its agents or any other governmental entity from accessing any records for the purpose of audits or
program reviews if that access is legally permissible under the applicable local, State, or federal laws or regulations. Similarly,
County or its agent or designee may take possession of the record(s) where legally authorized to do so.
13.5 Custody of Records. Contractor shall deliver to County or its designee, at County’s request, all documentation and data
related to Contractor’s work under this Agreement, including, but not limited to, County data and client files held by
Contractor, at no charge to County. County, at its option, may take custody of Contractor’s client records upon Agreement
termination, expiration, or at such other time as County may deem necessary. County agrees that such custody will conform
to applicable confidentiality provisions of State and federal law and that retained records shall be available to Contractor for
examination and inspection in accordance with applicable law. Contractor shall destroy records not turned over to County in
accordance with applicable retention requirements and this Agreement. Notwithstanding the foregoing, Contractor may retain
one (1) copy of the documentation and data for archival purposes or warranty support, and Contractor may maintain records
that it is legally required to maintain.
13.6 Reports. Contractor shall submit reports required in Exhibit A and additional reports as may be requested by the COR and
agreed to by the Contractor. Format for the content of such reports may be developed by County. The timely submission of
these reports is a necessary and material term and condition of this Agreement and Contractor agrees that failure to meet
specified deadlines will be sufficient cause to withhold payment. Contractor shall submit to County within thirty (30) days
of the termination of this Agreement a report detailing all work done pursuant to this Agreement by Contractor.
ARTICLE 14
INFORMATION PRIVACY AND SECURITY PROVISIONS
14.1 Recitals. This Article is intended to protect the privacy and security of County information that Contractor may create,
receive, access, store, transmit, and/or destroy under this Agreement. In addition to the below Responsibilities, contractor
shall be in compliance with the following rules, regulations, and agreements, as applicable:
14.1.1 Health Insurance Portability and Accountability Act, specifically, Public Law 104-191, the Health Information
Technology for Economic and Clinical Health Act, Public Law 111-005, 42USC section 17921 et seq., and 45CFR
Parts 160 and 164, collectively referred to as “HIPAA;”
14.1.2 County agreements with the State of California, collectively referred to as “State Agreements” and posted on the
County’s website at: www.cosdcompliance.org, including:
14.1.2.1 For Eligibility Operations contracts, the Medi-Cal Eligibility Data System Privacy and Security Agreement
Between the California Department of Social Services and the County;
14.1.2.2 For Mental Health contracts, the Medi-Cal Behavioral Health Services Performance Agreement between the
California Department of Health Care Services (DHCS) and the County;
14.1.2.3 For Substance Use Disorder contracts, the San Diego County Alcohol and Drug Program Administrator
Agreement between DHCS and the County;
14.1.2.4 For Aging and Independence Services contracts, the Standard Agreement between the County and the
California Department of Aging;
14.1.2.5 For Whole Person Wellness contracts, the Agreement for Whole Person Care Pilot Program for San Diego
County with DHCS; and
14.1.2.6 For Public Health Services contracts, the Standard Agreement between the County and the California
Department of Public Health.
14.1.3 Title 42 Code of Federal Regulations, Chapter 1, Subchapter A, Part 2.
Exhibit A (continued)
Feb. 25, 2025 Item #1 Page 33 of 47
14.2 Definitions. Terms used, but not otherwise defined, in this Article shall have the same meaning as defined by HIPAA.
14.2.1 “Breach” of Protected Health Information (PHI) shall have the same meaning given to the term “breach” under
HIPAA and “breach” of Personal Information (PI)/Personally Identifiable Information (PII) shall have the same
meaning as given to it under the State Agreements.
14.2.2 “Business Associate,” when applicable, shall mean the Contractor.
14.2.3 “County PHI” shall have the same meaning as PHI under HIPAA, specific to PHI under this Agreement.
14.2.4 “County PI/PII” shall have the same meaning as PI/PII under the State Agreements, specific to PI/PII under this
Agreement.
14.2.5 “Covered Entity,” when applicable, shall mean the County.
14.2.6 “Security incident” shall have the same meaning as defined by the State Agreements.
14.3 Responsibilities of Contractor.
14.3.1 Use and Disclosure of County PHI/PI/PII. Contractor shall use the minimum County PHI/PI/PII required to
accomplish the requirements of this Agreement or as required by Law. Contractor may not use or disclose County
PHI/PI/PII in a manner that would violate HIPAA or the State Agreements if done by the County.
14.3.2 Safeguards. Contractor shall ensure sufficient administrative, physical, and technical controls are in place to
prevent use or disclosure of County PHI/PI/PII
14.3.3 Mitigation. Contractor shall mitigate, to the extent practicable, any harmful effects caused by violation of the
requirements of this Article, as directed by the County.
14.3.4 Subcontractors. Contractor shall ensure that any agent, including a subcontractor, to whom it provides County
PHI/PI/PII, imposes the same conditions on such agents that apply to Contractor under this Article.
14.3.5 Cooperation with County.
14.3.5.1 Contractor shall provide access to County PHI/PI/PII, as well as internal practices and records related to County
PHI/PI/PII, at the written request of County within ten (10) calendar days.
14.3.5.2 Contractor will assist County regarding individual’s access, copy, amendment, accounting of disclosure, and
other such requests for County PHI/PI/PII in the time and manner designated by County.
14.3.6 Breach Reporting. Contractor shall report breaches and suspected security incidents to County, to include:
14.3.6.1 Initial Report.
14.3.6.1.1 Contractor shall email County Contracting Officer’s Representative (COR) and HHSA Privacy
Officer immediately upon the discovery of a suspected security incident that involves data
provided to County by the Social Security Administration, as per the State Agreements.
14.3.6.1.2 Contractor shall email COR and HHSA Privacy Officer immediately of breaches and suspected
privacy incidents involving 500 or more individuals.
14.3.6.1.3 Contractor shall additionally submit an online County “Privacy Incident Report” through the
online portal at www.cosdcompliance.org within one (1) business day for all breaches and
suspected security incidents.
14.3.6.2 Investigation Report. Contractor shall immediately investigate such suspected security incident or breach
and provide the County a complete report of the investigation within seven (7) working days using
County’s “Privacy Incident Report” online form.
14.3.6.3 Notification. Contractor will comply with County’s request to notify individuals and/or media and shall
pay any costs of such notifications, as well as any costs associated with the breach. County shall approve
the time, manner and content of any such notifications before notifications are made.
14.3.7 Designation of Individuals. Contractor shall designate a Privacy Official and a Security Official to oversee its
privacy and security requirements herein.
14.3.8 Termination. Upon termination of the Agreement for any reason, Contractor shall return or destroy all County
PHI/PII/PI, except County PHI/PII/PI necessary for Contractor to continue its proper management and
administration or to carry out its legal responsibilities, as mutually agreed upon by the Parties. If the Parties
mutually agree that return or destruction of County PHI/PII/PI is infeasible, Contractor shall extend the protections
of this Article to such County PHI/PII/PI for so long as Contractor maintains such County PHI/PII/PI.
Exhibit A (continued)
Feb. 25, 2025 Item #1 Page 34 of 47
ARTICLE 16
GENERAL PROVISIONS
16.1 Change of Control. Contractor shall notify County in writing of any change in majority ownership of Contractor (or all
or
substantially all of Contractor’s assets) through a transaction or series of transactions including, without limitation, an
acquisition, sale, reorganization, merger, or consolidation (“Change of Control”) at least one hundred eighty (180) days prior
to the effective date of a Change of Control or as soon as practicable thereafter if notice cannot legally be provided to County
within such timeframe.
16.1.1 Without limiting any other rights or remedies of County, in the event of a pending or actual Change of Control,
County may terminate this Agreement in accordance with section 7.5, Termination for Convenience, except that
Contractor shall not be entitled to costs of termination set forth in section 7.5.2.
16.2 Assignment and Delegation. Contractor shall not assign any of its rights or delegate any of its obligations hereunder without
the prior written consent of County, which shall not be unreasonably withheld; provided, however, that Contractor may assign
or delegate its rights or obligations under this Agreement to the entity becoming a majority owner of Contractor’s assets
during a Change of Control, provided that notice is given in accordance with section 16.1 above. Any purported assignment
or delegation in violation of this section shall be null and void
16.3 Entire Agreement. This Agreement, together with all Exhibits attached hereto and other agreements expressly referred to
herein, constitute the entire agreement between the parties with respect to the subject matter contained herein. All prior or
contemporaneous agreements, understandings, representations, warranties, and statements, oral or written, including any
proposals from Contractor and requests for proposals from County, are superseded.
16.4 Remedies Not Exclusive. The rights and remedies of County provided in this Agreement shall not be exclusive and are in
addition to any other rights and remedies provided by law, equity, or under resulting order.
16.5 Sections and Exhibits. All recitals, sections, and exhibits referred to in this Agreement are incorporated herein by reference.
16.6 Further Assurances. Parties agree to perform such further acts and to execute and deliver such additional documents and
instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the
parties.
16.7 Governing Law. This Agreement shall be governed, interpreted, construed, and enforced in accordance with the laws of the
State of California.
16.8 Headings. The article and section headings used in this Agreement are inserted for convenience of reference only and are not
intended to define, limit, or affect the construction or interpretation of any term or provision hereof.
16.9 Neither Party Considered Drafter. Despite the possibility that one party may have prepared the initial draft of this Agreement
or played the greater role in the physical preparation of subsequent drafts, neither party shall be deemed the drafter of this
Agreement and that, in construing this Agreement in case of any claim that any provision hereof may be ambiguous, no such
provision shall be construed in favor of one party on the ground that such provision was drafted by the other.
16.10 No Other Inducement. The making, execution, and delivery of this Agreement by the parties hereto has been induced by no
representations, statements, warranties, or agreements other than those expressed herein.
16.11 Notices. Notice to either party shall be in writing and personally delivered; sent by certified mail, postage prepaid, return
receipt requested; or emailed to the County’s or Contractor’s designated representative (or such party’s authorized
representative). Any such notice shall be deemed received by the party (or such party’s authorized representative) on the
earliest of the date of personal delivery, three (3) business days after deposit in the U.S. Mail, or upon sending of an email
from which an acknowledgement of receipt has been received other than an out of office, unavailable, or undeliverable reply.
16.12 Severability. If any term, provision, covenant, or condition of this Agreement is held to be invalid, void or otherwise
unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected
Exhibit A (continued)
Feb. 25, 2025 Item #1 Page 35 of 47
thereby, and each term, provision, covenant, or condition of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.
16.13 Successors. Subject to the limitations set forth in sections 16.1 and 16.2 above, all terms of this Agreement shall be binding
upon, inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, legal representatives,
successors, and assigns.
16.14 Time. Time is of the essence for each provision of this Agreement.
16.15 Time Period Computation. All periods of time referred to in this Agreement shall be calendar days, unless the period of time
specifies business days. Calendar days shall include all days of the week, including holidays. Business days shall be Monday
through Friday, excluding County observed holidays.
16.16 Waiver. The waiver by one party of the performance of any term, provision, covenant, or condition shall not invalidate this
Agreement, nor shall it be considered as a waiver by such party of any other term, provision, covenant, or condition. Delay
by any party in pursuing any remedy or in insisting upon full performance for any breach or failure of any term, provision,
covenant, or condition shall not prevent such party from later pursuing remedies or insisting upon full performance for the
same or any similar breach or failure.
16.17 Third Party Beneficiaries Excluded. This Agreement is intended solely for the benefit of the County and its Contractor. Any
benefit to any third party is incidental and does not confer on any third party to this Agreement any rights whatsoever
regarding the performance of this Agreement. Any attempt to enforce provisions of this Agreement by third parties is
specifically prohibited.
16.18 Publicity Announcements and Materials. All public announcements, including those issued on Contractor letterhead, and
materials distributed to the community shall identify the County of San Diego as the funding source for contracted programs
identified in this Agreement. Copies of publicity materials related to contracted programs identified in this Agreement shall
be filed with the COR. County shall be advised at least twenty-four (24) hours in advance of all locally generated press
releases and media events regarding contracted services identified in this Agreement. Alcohol and Drug Prevention Services
Contractors shall notify COR or designee at least five (5) business days in advance of all Contractor generated media releases
and media events regarding contracted services identified in this Agreement.
16.19 Critical Incidents. Contractor shall have written plans or protocols and provide employee training for handling critical
incidents involving: external or internal instances of violence or threat of violence directed toward staff or clients; loss, theft
or unlawful accessing of confidential client, patient or facility resident Personal Information (PI), Personally Identifiable
Information (PII) and/or Personal Health Information (PHI); fraud, waste and/or abuse of Agreement funds; unethical
conduct; or violation of any portion of San Diego County Board of Supervisors Policy C-25 “Drug and Alcohol Use Policy”
while performing under this Agreement. Contractor shall report all such incidents to the COR within one business day of
their occurrence. However, if this Agreement includes Article 14, Contractor must adhere to the timelines and processes
contained in Article 14.
16.20 Responsiveness to Community Concerns. Contractor shall notify County within one business day of receipt of any material
complaints submitted to Contractor orally or in writing related to Contractor’s performance of work under this Agreement
(“Complaints”), unless prohibited by applicable State, federal, or local law. Complaints include, but are not limited to, issues
of abuse or quality of care, or issues regarding a program or facility applicable to this Agreement. Contractor shall take
appropriate steps to acknowledge receipt of Complaint(s) from individuals or organizations and to address or resolve all
Complaints. Contractor shall promptly notify the County of the status and disposition of all complaints and provide additional
information or documentation upon request. Nothing in this provision shall be interpreted to preclude Contractor from
engaging in any legally authorized use of its facility, property, or business as approved, permitted or licensed by the applicable
authority.
16.21 Criminal Background Check Requirements. Contractor shall ensure that criminal background checks are required and
completed prior to employment or placement of any employee, director, officer, agent, subcontractor, consultant, or volunteer
who will be providing any services, accessing County or client data, or receiving compensation under this Agreement.
Background checks shall be in compliance with any licensing, certification, funding, or Agreement requirements, including
the Statement of Work, which may be higher than the minimum standards described herein. Furthermore, for any individuals
identified above who will be assigned to sensitive positions funded by this Agreement, background checks shall be in
compliance with Board of Supervisors Policy C-28, available on the County of San Diego website. Sensitive positions are
those that: (1) physically supervise minors or vulnerable adults; (2) have unsupervised physical contact with minors or
vulnerable adults; and/or (3) have a fiduciary responsibility to any County client, or direct access to, or control over, bank
accounts or accounts with financial institutions of any client. If this Agreement includes Article 14, Contractor must also
adhere to requirements contained in Article 14.
Contractor shall have a documented process for reviewing the information and determine if criminal history demonstrates
behavior that could create an increased risk of harm to clients or risk to services to be performed under Agreement. Contractor
Exhibit A (continued)
Feb. 25, 2025 Item #1 Page 36 of 47
shall document review of criminal background findings and consideration of criminal history in the selection of such persons
listed above in this section.
16.21.1 Contractor shall utilize a subsequent arrest notification service or perform a criminal background check annually
during the term of this Agreement for any employee, director, officer, agent, subcontractor, consultant, or volunteer
who will be providing any services under this Agreement. Contractor shall keep the documentation of their review
and consideration of the individual’s criminal history on file in accordance with paragraph 11.4 “Maintenance of
Records.”
16.21.2 Definitions
16.21.2.1 Minor: Individuals under the age of eighteen (18) years old.
16.21.2.2 Vulnerable Adult: (1) Individuals age eighteen (18) years or older, who require assistance with activities
of daily living and who may be put at risk of abuse during service provision; (2) Individuals age eighteen
(18) years or older who have a permanent or temporary limited physical and/or mental capacity that may
put them at risk of abuse during service provision because it renders them: unable to make decisions for
themselves, unable to physically defend themselves, or unaware of physical abuse or other harm that
could be perpetrated against them. Activities of daily living are defined as the basic tasks of everyday
life, such as eating, bathing, dressing, toileting, and transferring.
16.21.2.3 Volunteer: A person who performs a service willingly and without pay.
16.22 Survival. The provisions of this Agreement necessary to carry out the intention of the parties as expressed herein shall survive
the termination or expiration of this Agreement. Without limiting the foregoing, the following sections and articles of this
Agreement shall survive the expiration or earlier termination of this Agreement: sections 8.1, 8.21, 10.1, 16.4, 16.7, and
Articles 3, 4, 7, 11, 12, and 13.
/
/
/
Exhibit A (continued)
Feb. 25, 2025 Item #1 Page 37 of 47
31
ATTACHMENT 1
TITLE 22. SOCIAL SECURITY DIVISION
1.8. CALIFORNIA DEPARTMENT OF AGING
CHAPTER 4. TITLE III PROGRAMS -
PROGRAM AND SERVICE PROVIDER REQUIREMENTS
ARTICLE 5- TITLE III C-ELDERLY NUTRITION PROGRAM
Cal. Code Regs. Tit. 22, § 7638.5 - Nutrition Requirements of Meals
(a) Compliance with dietary guidelines:
(1) In accordance with Section 339 of the OAA (42 U.S.C. 3030g-21), each meal shall provide the following
to participating individuals:
(A) If the program provides one (1) meal per day, a minimum of one-third ( 1/3) of the in the
Dietary Reference Intakes (DRIs) by the Food and Nutrition Board, Institute of Medicine, National
Academy of Sciences (2006), which are incorporated by reference.
(B) If the program provides two (2) meals per day, a minimum of two-thirds (
2/3) of the DRIs.
(C) If the program provides three (3) meals per day, one hundred (100) percent of the RDAs.
(2) Meals shall comply with the Dietary Guidelines for Americans (2005. 6th.Edition) by the U.S.
Department of Health and Human Services and the USDA, which is incorporated by reference.
(b) A meal analysis approved by a registered dietitian shall be done to ensure compliance with subsection (a)
above, using either:
(1) a meal component system, or
(2) a detailed nutritional analysis.
(c) Food substitutions to meals originally planned must meet the requirements of this section and be approved
by a registered dietitian.
(d) Menus shall:
(1) Be planned for a minimum of four (4) weeks.
(2) Be posted in a location easily seen by participants at each congregate meal site.
(3) Be legible and easy to read in the language of the majority of the participants.
(4) Reflect cultural and ethnic dietary needs of participants, when feasible and appropriate.
Notes
Cal. Code Regs. Tit. 22, § 7638.5
1. New section filed 1-8-2002; operative 2-7-2002 (Register 2002, No. 2).
2. Amendment filed 2-26-2007; operative 7-1-2007 (Register 2007, No. 9).
Note: Authority cited: Sections 9102 and 9105, Welfare and Institutions Code. Reference: 42 U.S.C. 3030g-21.
1. New section filed 1-8-2002; operative 2-7-2002 (Register 2002, No. 2).
2. Amendment filed 2-26-2007; operative 7-1-2007 (Register 2007, No. 9).
Feb. 25, 2025 Item #1 Page 38 of 47
32
ATTACHMENT 1 (continued)
County of San Diego, Aging & Independence Services
NUTRITION REQUIREMENTS FOR MEALS
Senior Congregate and Home Delivered Meal Programs
PM 21-19: OCNP Updated Menu Guidance Reference Guide
Please note that this document is intended to be a helpful resource and supplement to Program Memo 21-19 but does not
supersede PM 21-19.
Dietary Guidelines for Americans 2020-2025
DGA’s four main guidelines:
• Follow a healthy dietary pattern at every life stage.
• Choose nutrient dense foods and beverages that align with personal preference, culture, and budget.
• Focus on meeting food group needs with nutrient dense foods and beverages while staying within calorie limits.
• Limit foods and beverages higher in added sugar, saturated fat and sodium, and limit alcoholic beverages.
Dietary Reference Intakes (DRIs)
• The DRIs is an umbrella term that describes four categories of reference intake values:
o Estimated Average Requirement (EAR)
o Recommended Dietary Allowance (RDA): Meets needs of 97-98% of the population. Basis for determining most
nutrient requirements for the Older Californians Nutrition Program (OCNP).
o Adequate Intake (AI)
o Tolerable Upper Intake Level (UL)
General Menu Planning Requirements
• Use the DRIs nutrient requirements + DGAs recommendations for healthy eating patterns to plan meals that are
nutritionally adequate and meet program requirements.
• The Healthy US Style Dietary Patterns is the primary dietary pattern for OCNP.
o DASH and USDA’s Healthy Vegetarian Eating Pattern are also acceptable.
o Based on 1,600 calories per day (minimum requirement for older adult female).
• Menus should incorporate:
o Vegetables from all five subgroups
o Fruits, especially whole fruit
o Dairy (low fat/fat free), cheese, yogurt, fortified soy beverages and yogurt, lactose-free versions
o Protein foods from all subgroups
o Healthy oils (vegetable oils, nuts, seafood)
• Menus should limit:
o Added sugars (<10% total calories)
o Saturated fat (<10% total calories)
o Sodium <2,300 mg/day
• Incorporate participant preference in menu planning, when feasible.
Feb. 25, 2025 Item #1 Page 39 of 47
33
ATTACHMENT 1 (continued)
Requirements of Meals
• Meet a minimum of 1/3 of the DRIs per meal
• Meet a minimum of 2/3 of the DRIs per two meals
• Meet a minimum of 100% of the DRIs per three meals
• To meet compliance requirements, meals must supply a minimum of 1/3 of the DRIs for:
o Calories
o Protein
o Fiber
o Calcium
o Vitamin A
o Vitamin C
Menu analysis is conducted using nutrient analysis or the component system and approved by a Registered Dietitian. Use
standardized recipes and include nutritional information published by manufacturers for all menu items, including
condiments. Meals shall not exceed 760 mg sodium, per meal, on average per week
Target Nutrients & Nutrients of Concern
Table 1 (pg. 8) contains nutritional goals per day and per meal for target nutrients. Special emphasis should be placed on
meeting the nutritional goals listed in this table.
• Updates to Table 1:
o Includes target values per day (not just per meal)
-3 meals out of 5)
Menu planners shall be aware of special nutrition considerations for older adults. Nutrients of concern include calcium,
vitamin D, potassium, fiber, protein, vitamin B12, and adequate fluid intake (pg. 5).
Component System Compliance
Use most recent Title IIIC menu planning template. To ensure nutritional adequacy, detailed food items must be listed. For
example:
• Spring mix or kale (instead of greens)
• Apple, banana, orange, etc. (instead of fresh fruit or seasonal fruit)
• Brown rice (instead of rice)
• WW bread (instead of bread)
Sodium content for all items must be included on the template. Sample component meal pattern (pg. 10).
To meet requirements, meals must contain the following nutrients in specified quantities:
Fiber: 7 grams per meal, on average, per week.
• Whole grains, vegetables, fruits, beans, peas, lentils, nuts, seeds
Calcium and Vitamin D: Provide a calcium rich food at each meal.
• Milk, yogurt, fortified soy beverages
• Vitamin D sources: seafood, vitamin D fortified foods, including milk and fortified soy beverages
Feb. 25, 2025 Item #1 Page 40 of 47
34
ATTACHMENT 1 (continued)
Vitamin A -3 days out of 5). This has changed from 3/5 days. Menus are compliant when 2-3 meals per week
high in vitamin A 2-3 days per week.
• Carrots, sweet potato, pumpkin, spinach, cantaloupe, red bell peppers
• Become less reliant on vitamin A from milk
Vitamin C:
• Broccoli, bell peppers, brussels sprouts, kiwi, orange, cantaloupe, strawberries
Sodium: Limit should be avoided and limited to once per
week. PM 21-19 includes tips for reducing sodium content (figure 2, page 21). Total milligrams sodium must be listed on
Title IIIC template, per meal. This includes all components, condiments, sauces, etc. (Helpful hint: milk contains 120 mg, and
many breads contain 150 mg per slice = 270 mg).
Food Groups
Protein foods
Incorporate a variety of both plant and animal protein sources. Include seafood, beans/peas/lentils, and fortified soy
products. Use protein sources that are fresh, frozen, or canned, and in lean forms. Avoid processed meat. Each meal should
contain a minimum of a two-ounce protein equivalent from the categories below. Cheese is no longer a part of the protein
group. Two-ounce protein equivalents:
• 2 oz. cooked, edible portion of meat, poultry, seafood
• 2 eggs
• ½ cup cooked beans or tofu
• 2 tablespoons nut or seed butter
• 1-ounce nuts or seeds
Note: if the two-ounce protein equivalent chosen does not equal 15 g, protein may be borrowed from the dairy/soy alt.
group to make up the difference and meet the 15 g.
Examples:
Veggie lasagna with 2 oz. cheese can no longer count towards the protein requirement alone. A ½ cup 3-bean salad or other
2-ounce protein equivalent will need to be added to the meal to meet the requirement. In this instance, milk would not be
required.
Omelet made with two eggs (12 g protein) + 8 oz. milk or 1½ oz. cheese will meet the protein and dairy requirement.
• Protein foods by subgroup (see pg. 12-13 for complete lists):
o Meat, poultry, eggs
o Seafood
o Beans, peas, lentils (also a vegetable subgroup and cannot be double counted)
o Nuts, seeds, soy products
Vegetables
Incorporate a variety of vegetables from all five subgroups: dark green, red/orange, beans/peas/lentils, starchy, and other.
Vegetables may be fresh, frozen, canned, dried or 100% vegetable juice. Each meal should contain a minimum of one to
two servings and all five subgroups should be included weekly. Serving sizes:
• ½ cup fresh, chopped, cooked, frozen, or canned vegetable
Feb. 25, 2025 Item #1 Page 41 of 47
35
ATTACHMENT 1 (continued)
• 1 cup raw leafy salad greens
• ½ cup 100% vegetable juice
• ½ cup dried vegetable
Tip: Include veggies in mixed dishes to increase intake. Review detailed food lists of veggies by subgroup (pg. 14-15).
Fruit
This group includes whole fruits and 100% fruit juice. Choose whole fruits before 100% fruit juice. Greater or equal to 50%
fruit must be whole fruit to meet requirement – juice alone can no longer meet the fruit requirement. Whole fruits can be
cut, sliced, diced, or cubed. Juices must always be 100% fruit juice and pasteurized. Each meal must contain at least one
serving:
• 1 medium size whole fruit
• ½ cup fresh, chopped, cooked, frozen, canned fruit
• ½ cup 100% fruit juice + ¼ cup dried fruit
Fruit based desserts may not be used to meet whole requirement. See detailed fruit list (pg. 16).
Grains
Prioritize whole grains over refined grains. At least 50% of grains must be whole. If providing a refined grain source, a 100%
Fifty/fifty
coming from whole grains. Serving sizes:
• 1 slice bread
• ½ cup cooked rice, pasta, cooked cereal
• 1 tortilla (6” diameter)
• 1 cup ready-to-eat cereal
• 1 oz. whole wheat crackers
Grain based desserts cannot fulfill the total grain requirement. See detailed grain group foods lists and instructions to
identify whole grains (pg. 17-18).
Dairy and Soy Alternatives
The group includes fat-free and low-fat (1%) milk, yogurt, and cheese. Low-lactose and lactose-free versions of these foods
are acceptable for lactose-intolerant participants. Fortified soy milk and soy yogurt are also acceptable. Each meal should
include one serving:
• 1 cup (8 oz.) milk, yogurt, fortified soy beverage
• 1.5 oz. cheese or 1/3 cup shredded cheese
Cheese is now a part of the dairy and soy alternative group. One serving of cheese can be offered to fulfill this requirement
without milk. See detailed dairy/soy alternative food list (pg. 19).
Other Menu Planning Considerations
Sodium
Adhere to sodium limits and documentation requirements. Tips for reducing sodium in meals (Figure 2, page 21).
Hydration and Fluids
Feb. 25, 2025 Item #1 Page 42 of 47
36
Encourage participants to drink plenty of water to stay hydrated. Unsweetened beverages like fat-free and 1% milk,
fortified soy beverages, 100% juice, and water contained in foods, all contribute to total fluid intake. Water should always
be accessible during mealtimes, especially on days when non-fluid calcium sources are offered.
Fats
Choose vegetable oils and oils from foods like nuts and seafood. Limit saturated fat from full-fat dairy, butter, and high fat
meals to <10% total calories. Tips for lowing saturated fat and detailed food lists (pg. 22). Menus following the DGAs are
limited in trans-fat (some occur naturally).
Dessert
Provide fruit as dessert. Limit desserts high in added sugar, saturated fat and/or refined grains to once per week. Fruit
and/or grain-based dessert may only meet a portion of these requirements.
Helpful Tips
Label Reading (pg. 24-25)
Nutrition Content Claims on Food Packaging (pg. 26)
See Appendices for Dietary Pattern Options (pg. 27-30)
Feb. 25, 2025 Item #1 Page 43 of 47
37
ATTACHMENT 2
FOOD TEMPERATURE DOCUMENTATION
Background Information
Our clients, both congregate and home delivered are one of the most susceptible populations to
foodborne illness. Maintaining foods at proper temperatures will prevent the growth of disease
causing bacteria. Bacteria can already be present in food or be introduced during food
production or food service. By monitoring food temperature throughout the preparation and
serving process, you are insuring that whatever bacteria may be present has been destroyed or
is not multiplying at a rapid rate.
Procedure
All potentially hazardous food (PHF) items, either served hot or cold, must be checked for
temperatures. These include all menu items containing protein food items, cooked
pasta/rice/grains/beans, cooked vegetables, cooked fruit, sliced tomatoes, cut melon,
cut/chopped leafy greens, desserts containing protein, entrée salads and salads made from
protein, salads with creamy dressings, sandwiches, and milk/dairy products.
If receiving more than one pan of the same food item, temp all to insure safe food temps.
When to Temp Foods
Review the flow of food through your operation. Record the temperatures at the following
Critical Control Points (CCPs) that apply to your operation.
Completion of cooking/preparation – record on a temp log
Removal from hot/cold holding or storage into carriers or HotShot (Congregate & HDM)
– record on temp log
Upon delivery of food, if satellite site or catered meal operation (Congregate& HDM)
– record on temp log or Meal Transport Record
Before serving (if holding time is more than 30 minutes) – record on temp log
During serving, every 30 minutes – record on temp log
Temperature information should be reviewed by Food Service Manager and corrective action
must be taken to insure the safety of the food.
Catered/Satellite Meal sites should report deficiencies to the Caterer/Food Service
Manager immediately. Site Managers should take necessary Corrective Actions in
consultation with the Food Service Manager about the status of the menu item.
Feb. 25, 2025 Item #1 Page 44 of 47
38
ATTACHMENT 2 (continued)
For HDMs, temperature of the last meal on a HDM route should be taken daily. Record
temperature on Driver’s Log. Manager to take corrective action if temperatures do not meet
standard.
Temperature Standard
Hot food temperatures shall be at 135° F or above, cold food temperatures shall be at 41° F
or below.
Documentation Standard
Temperatures at the CCPs must be documented with:
Actual temperature
Date and Time
Employee/volunteer initial
Temperatures can be recorded on any of the following:
Meal Transport Record (sample attached)
Monthly Menu
Temperature Log (sample attached)
Maintenance of Temperature Records
Temperature Logs that record only Date/Time/Temperature/Initial shall be kept for 6
months.
Documentation on Meal Transport Records and/or Monthly Menu sheets that also record #
meals sent, # meals served, supply orders or other information in addition to temperatures
must be kept for one year after the applicable fiscal year.
Food thermometers
Food thermometers must be in readily available in food preparation and food
service areas.
Calibrate thermometers on a regular (at least weekly basis).
Feb. 25, 2025 Item #1 Page 45 of 47
39
ATTACHMENT 3
MEAL TRANSPORT RECORD
MENU
DATE:
# OF MEALS:
# SERVED:
MENU ITEMS NEEDED SERVING INSTRUCTIONS TEMPERATURES
Condiments Needed:
MANAGER’S COMMENTS:
Feb. 25, 2025 Item #1 Page 46 of 47
AT
T
A
C
H
M
E
N
T
4
CO
N
T
R
A
C
T
O
R
:
TI
T
L
E
I
I
I
C
–
M
E
N
U
AG
I
N
G
&
I
N
D
E
P
E
N
D
E
N
C
E
S
E
R
V
I
C
E
S
-
C
O
U
N
T
Y
O
F
S
A
N
D
I
E
G
O
CY
C
L
E
:
WE
E
K
:
DA
T
E
S
Mo
n
t
h
&
D
a
t
e
MO
N
D
A
Y
TU
E
S
D
A
Y
W
E
D
N
E
S
D
A
Y
T
H
U
R
S
D
A
Y
FR
I
D
A
Y
EN
T
R
É
E
Se
r
v
i
n
g
=
2
-
3
o
z
.
w
e
i
g
h
t
,
co
o
k
e
d
,
e
d
i
b
l
e
p
r
o
t
e
i
n
p
o
r
t
i
o
n
VE
G
E
T
A
B
L
E
Se
r
v
i
n
g
=
1
-
2
/
d
a
y
Vi
t
.
C
=
2
5
m
g
/
d
a
y
Vi
t
A
=
2
3
3
m
c
g
3
d
a
y
s
/
w
e
e
k
FR
U
I
T
Se
r
v
i
n
g
=
1
/
d
a
y
WH
O
L
E
G
R
A
I
N
S
/
B
R
E
A
D
/
CE
R
E
A
L
/
P
A
S
T
A
/
R
I
C
E
Se
r
v
i
n
g
s
=
1
-
2
/
d
a
y
Si
z
e
=
1
/
2
c
u
p
,
1
o
z
w
t
,
1
e
a
MI
L
K
,
2
%
,
1
%
,
s
k
i
m
Se
r
v
i
n
g
=
8
f
l
.
o
z
.
DE
S
S
E
R
T
,
o
p
t
i
o
n
a
l
MO
D
I
F
I
C
A
T
I
O
N
S
F
O
R
H
O
M
E
DE
L
I
V
E
R
E
D
M
E
A
L
S
Feb. 25, 2025 Item #1 Page 47 of 47