HomeMy WebLinkAboutCounty of San Diego Health and Human Services; 2020-02-01; 561765COUNTY OF SAN DIEGO-DEPARTMENT OF PURCHASING AND CONTRACllNG
CONTRACT NO. 561765 AMENDMENT NO. jg
ctsy or CarllNd ~ and lhe County of San Di18(1 ("County") a,1111r into lhia amendlnent (" All!IIIMhclrt') to IIINlld Iha
abovHelaeaoed connct ("Contntt") • dsribed herein.
Title of Connel: Smlar Jtmlrition PNlpwn
An.idment E&c:dve Dier. D• sped by Dcptllnalt of Purdaalg, and Contractiq
Delcrlplloa .. CO.Ind Oap(I):
l. Connet 1\lnnl IDd Wen:
1.1. Add Exhibit A·2. Slllllnentof\\ut fir Countywlde foocllervlce delivery during Public Health EfMIICOC1 due to
COVID-19.
1.2. Add Exhibit C2, Payment Schedule fer Countywide f'ood service delivery during Public Health Emeqency due to
COVID-19.
2. Compensation: The compcmalion due to the CODtnlCtOr is lsamed by a muim1U11 amount ofS397,120.00 f'or COVID-19
Raponae fi'Offl Mlldl 16, 2020 until COVID-19 Stale ofEmapncy is lifted, for 1n amended hJIII contnct price not to a.cecd $1.242.918.30.
Rmsed Ccnb1ct Total Price ia $1 ;l42~18.J0
3. Term of 'l1le contnict lam remains unchanged. Fetnary I, 2020 lhrough June 30, 2023.
Copies of Exhibit A-2111d Exhibit C-2 an: llllached.
All olber t&m\s ud coaditioa1 oflhe Con1ralt shall rem,jn in effect.
IN WITNESS WHEREOF, County and ConlraCIOr have executed this Amendment effective • of the date set b1lt llboYe. This
Amendment la not valid unless 1igned by Contndor and the County Department of Purclmina and Conbading.
CONTRACTOR: mUNTY:
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Datt. a ?J(i4 \ iow Tille: Pub&R&Qllligq Djndpr
APPROVED:
Date:
By: Thr
APPROVED AS TO FORM: JO M. PELLEGRINO, Director
Department of Purchasing 111d Contracting
By: /~,(._. ~~
CELIAA. BREWER, City .Aaomey
Date: a/;5 LlPm
Date: ? I d'i;-J ?b ?O
512/Z017 "'' CONn.\Cfl56176SAMENDMENT 1112
COUNTY CONTRACT: 561765
COUNTY OF SAN DIEGO HEALTH AND HUMAN SERVICES
AGREEMENT WITH CITY OF CARLSBAD FOR
COUNTYWIDE FOOD SERVICE DELIVERY DURING PUBLIC HEALTH EMERGENCY
EXHIBIT A-2-STATEMENT OF WORK
t. Scope of Worlc/Purpose
Contractor shall provide up to three meals a day to individuals, as defined by the Public Health Officer
or designee, who are age 65 or older and at risk of an infectious disease that requires self-quarantine,
to ensure access to food to improve their health status and quality oflife.
2. Background Information
Public Health Services (PHS) provides a variety of services to the public to assist with improvement of
health status and maintenance of quality of life. PHS responds to pandemics, public health crises and
acts to protect public safety. During an emergency, or when the Public Health Officer determines
necessity, the County is called upon to ensure that individuals with infectious disease have adequate
food supplies. San Diego County is experiencing a health emergency due to the novel coronavirus,
COVID-19. Transmission is presumed to occur person-to-person.
Lhie WeU San Diego Vision: The County of San Diego, Health and Human Services Agency (HHSA),
supports the Live Well San Diego vision of Building Better Health, Living Safely, and 1briving. Live
Well San Diego, developed by the County of San Diego, is a comprehensive, innovative regional vision
that combines the efforts of partners inside and outside County government to help all residents be
healthy, safe, and thriving. All HHSA partners and contractors, to the extent feasible, are expected to
advance this vision. Building Better Health focuses on improving the health of residents and supporting
healthy choices. Living Safely seeks to ensure residents are protected from crime and abuse,
neighborhoods are safe, and communities are resilient to disasters and emergencies. Thriving focuses
on promoting a region in which residents can enjoy the highest quality oflife.
lnfonnation about Live Well San Diego can be found on the County's website and a website dedicated
to the vision:
• http://www.sdcounty.ca.gov/hhsa/programs/sd/live well san diego/index.html
• http://www.LiveWellSD.org
A Trauma-Informed System: The County of San Diego Health and Human Services Agency (HHSA)
is committed to becoming a Trauma-Informed System as part of its effort to build a better service
delivery system. All programs operated and supported by HHSA shall be part of a Trauma-Informed
System, which includes providing trauma-informed services and maintaining a trauma-infonned
workforce. It is an approach for engaging individuals -staff, clients, partners, and the community-
and recognizing that trauma and chronic stress influence coping strategies and behavior. Trauma-
infonned systems and services minimize the risk of re-traumatizing individuals and/or families, and
promote safety, self-care, and resiliency.
Trauma-Informed Principles include:
• Understanding tra1D11a and its impact to individuals;
• Promoting safety;
• Awareness of cultural, historical, disability, and gender issues, and ensuring competence and
responsiveness;
• Supporting consumer empowerment, control, choice, and independence;
• Sharing power and governance ( e.g. including clients and staff at all levels in the development
and review of policies and procedures);
• Demonstrating trustworthiness and transparency;
City of Carlsbad
Contract #561765
Page I Amendment #2
COUNTY CONTRACT: 561765
COUNTY OF SAN DIEGO HEALTH AND HUMAN SERVICES
AGREEMENT WITH CITY OF CARLSBAD FOR
COUNTYWIDE FOOD SERVICE DELIVERY DURING PUBLIC HEAL TH EMERGENCY
EXHIBIT A-2-STATEMENT OF WORK
• Integrating services along the continuum of care;
• Believing that establishing safe, authentic, and positive relationships can be healing;
• Understanding that wellness is possible for everyone.
3. Goals and Objectives
3.1 Goal: Assure all individuals who are at risk of an infectious disease which requires quarantine or
isolation are provided up to three meals per day until the County verifies the individual(s) are no
longer considered to be at risk.
3.2 Process Objective: Contractor shall provide up to three meals per day, beginning no later than one
business day after client intake and until the individual(s) is determined as no longer at risk of
infection.
4. Target Population and Geographic Area:
4.1 Home Delivered or Drive-Tbru Meal Packages: The target population is individuals age 65 or older
who are at risk of an infectious disease which requires self-quarantine. Contractor shall deliver
meals or make available drive-thru meal packages for pick-up at various locations within San Diego
County.
5. Hours of Operation:
5.1 Contractor shall provide delivered meals and drive-thru meal packages for pick-up responsive to
the needs of the target population, including evenings, holidays, and weekends.
6. Deliverables
6.1 Contractor shall deliver or distribute meals to include enough meals to feed the target population
up to three meals per day including days for which delivery is not made.
6.1.1 For individuals age 65 or older requiring self-quarantine at home, Contractor may accept
direct intakes or referrals.
6.1.2 Contractor may provide additional meals to existing Title lil C 1 and C2 funded clients in
the target population that are currently receiving less than three meals per day.
6.2 Contractor shall deliver or distribute meals in one of the following ways:
6.2.1 Home delivered meal package of up to twenty-one (21) meals per person per week, delivery
frequency shall be determined at client intake based on client storage capacity.
6.2.2 Drive-Thro meal packages of up to twenty-one (21) meals per person per week distributed
at distribution hubs.
6.2.3 Flexibility regarding the amount of meals will be based on the capacity at the client's home.
6.2.4 Meals may be frozen, freshly prepared or shelf-stable.
6.3 Client Enrollment.
6.3.1 Home delivery and drive-thru clients shall receive first delivery based on intake
assessment.
6.3 .2 Prior to the first delivery, Contractor shall complete a phone or in-person intake with client
to determine food allergies or dietary restrictions to determine food availability and deliver
meals that meet the client's needs.
City of Carlsbad
Contract #561765
Page2 Amendment #2
COUNTY CONTRACT: 561765
COUNTY OF SAN DIEGO HEALTH AND HUMAN SERVICES
AGREEMENT WITH CITY OF CARLSBAD FOR
COUNTYWIDE FOOD SERVICE DELIVERY DURING PUBLIC HEAL TH EMERGENCY
EXHIBIT A-2-STATEMENT OF WORK
6.3.3 If Contractor is unable to provide meals to client that meets the client's dietary needs,
Contractor shall notify County immediately.
6.3.4 Contractor shall continue all meal delivery specified in this Statement of Work until
notified by the County to stop service.
6.4 Delivery drivers shall participate in a ''no-contact" delivery. Delivery driver shall place meal(s) on
doorstep or designated area of the residence and place a call to the client. Delivery driver will wait
in vehicle or at least six feet away until client or caregiver answers the door and takes the meal. If
the client or caregiver does not answer the door and take the meal(s), standard practices shall be
used for when a client is not at home. No meals should be left if there is no contact at time of
delivery.
6.5 Contractor shall provide primary and secondary points of contact to the County, including
emergency contact information and protocols.
6.6 Reporting Laws and Regulations. Contractor shall comply with applicable State, local, fire, health,
sanitation and safety regulations applicable to food service operations.
7. Data Collection and Reporting
7 .1 Contractor shall submit County approved cumulative tracking log to the COR with the client name
(or other identifier), date of birth, delivery address, date of service and quantity of meals as related
to invoice as outlined in Exhibit C-2 Pricing Schedule, by the fifteenth (lsit') of the month.
7. I. I Contractor shall invoice monthly meals delivered on County approved invoice by the
fifteenth (I 5111) of the month.
7 .1.2 Contractor shall submit County approved supporting documentation with invoice.
7.1.3 Contractor must ensure client can immediately retrieve meals from designated area.
Undeliverable meals ( client is not home) shall not be billed.
City of Carlsbad
Contract#561765
Page3 Amendment #2
COUNTY CONTRACT: 561765
COUNTY OF SAN DIEGO HEALTH AND HUMAN SERVICES
AGREEMENT WITH CITY OF CARLSBAD FOR
COUNTYWIDE FOOD SERVICE DELIVERY DURING PUBLIC HEAL TH EMERGENCY
EXHIBIT C-2-PAYMENT SCHEDULE
I. Compensation: Contractor shall be compensated based on rates identified in Exhibit C-2 Payment
Schedule for seivices authorized by the County. All services authorized by the County will be
reimbmsed at a fixed cost rate.
1. 1 The fixed rate prices are "fully-loaded" rates to include all Contractor's indirect and direct costs
to provide the services, including mileage. Costs in addition to the fixed fee shall not be
invoiced.
1.2 There is no minimum charge allowed for any of the services. Contractor shall be paid for meals
prepared, picked-up and delivered.
2. Invoices
2.1 Contractor shall submit invoices to the County by the fifteenth ( I 5111) day following the month
in which the service and/or materia1/product was provided. Supporting docwnentation as
approved by the County shall be submitted with the invoice.
2.2 Invoices shall be emailed to:
Leilani Robertson
Aging & Independence Services
Leilani.Robertson@sdcounty.ca.gov
2.3 Pricing reflected below is only for services and product delivered under this Statement of Work.
The unit of reimbursement is per meal (up to 3 meals per day per person).
Unit
Home Delivered Meals and
Drive-Thru Meals
City of Carlsbad
Contract #561765
Unit Quantity Fixed Price Rate Total Amount
Per Unit
73,000 $5.44 $397,120.00
TOTAL NOTTO $397,120.00
EXCEED
Page 1 Amerubnent #2
COUNTY OF SAN DIEGO -DEPARTMENT OF PURCHASING AND CONTRACTING
CONTRACT NO. 561765 -UNILATERAL AMENDMENT NO. 01
To City of Carlsbad : Pursuant to the contract changes clause, you are directed to make the changes described herein to the
Contract or do the following described work not included in the previous agreed on Statement of Work.
Title of Contract: Senior Nutrition Meals Amendment Effective Date: March 13, 2020
Description of Contract Change(s):
1. In accordance with Article 6.1 "Contracting Officer" of the agreement:
COVID 19 NOTICE:
Effective immediately, City of Carlsbad shall stop serving Senior Nutrition Program meals in a congregate setting
(C-1) temporarily. This measure is being taken out of an abundance of caution to prevent the spread of
coronavirus disease, or COVID-19, amongst those 60 and above. Although San Diego County's general
population remains at low risk of COVID-19, older adults have been identified as a high-risk group and should
avoid attending large gatherings.
In order to ensure that vulnerable seniors continue to receive meals, California Department of Aging has approved
a temporary change in service delivery method. Congregate meals can be packaged and either picked-up or
delivered to congregate (C-1) clients. Please communicate your mitigation plan for site closures to your
Contracting Officer Representative (COR). These meals must continue to meet Dietary Guidelines for Americans
(DGA) and provide 1/3 of Dietary Reference Intakes (ORI) to be eligible for C-1 reimbursement. All menu
changes in response to your mitigation plan must be submitted to the County's Registered Dietitian for review and
approval.
Congregate clients shall be notified about the change in service and to discuss their food options. All home
delivered meal clients will continue to have meals delivered per the terms of the contract.
2. Term and compensation remain the same.
All other Terms and Conditions remain in effect.
IN WITNESS WHEREOF, the County has executed this Amendment effective as of the date first set forth above.
By:
M. PELLEGRINO, Director
Department of Purchasing and Contracting
Date: __ ()_~_/4_1,_~_h_~_..2.4) __ _
5/2/2017 v4 CONTRACT# S6176S AMENDMENT 01
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
This agreement ("Agreement") is made and entered into effective as of the date of the last signature on the signature page by and
between the County of San Diego, a political subdivision of the State of California ("County") and City of Carlsbad, 799 Pine
Avenue, Carlsbad, CA 92008 ("Contractor"), with reference to the following facts:
RECITALS
A. The County, by action of the Board of Supervisors on October 10th, 2017 Minute Order No. 05 authorized the Director of
Purchasing and Contracting, to award a contract for Senior Nutrition Services.
B. Contractor is specially trained and possesses certain skills, experience, education and competency to perform these services.
C. The Chief Administrative Officer made a determination that Contractor can perfonn the services more economically and
efficiently than the County, pursuant to Section 703 .10 of the County Charter.
D. The Agreement shall consist of this document, Exhibit A and A-1 Statement of Work, Exhibit B Insurance Requirements and
Exhibit C, Pricing Schedule. In the event that any provision of the Agreement or its Exhibits, A and A-1, B or C, conflicts
with any other term or condition, precedence shall be: First (1st) the Agreement; Second (2nd) Exhibit B; Third (3rd) Exhibit
A and A-1; and Fourth (4th) Exhibit C.
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
ARTICLE 1
PERFORMANCE OF WORK
1.1 Standard of Performance. Contractor shall, in good and workmanlike manner and in accordance with the highest professional
standards, at its own cost and expense, furnish all of the labor, technical, administrative, professional and all other personnel,
all supplies and materials, equipment, printing, transportation, training, facilities, and all other means whatsoever, except as
herein otherwise expressly specified to be furnished by County, necessary or proper to perform and complete the work and
provide the services required of Contractor by this Agreement.
1.2 Contractor's Representative. The person identified on the signature page ("Contractor's Representative") shall ensure that
Contractor's duties under this Agreement shall be performed on behalf of the Contractor by qualified personnel; Contractor
represents and warrants that (1) Contractor has fulfilled all applicable requirements of the laws of the State of California to
perform the services under this Agreement and (2) Contractor's Representative has full authority to act for Contractor
hereunder. Contractor and County recognize that the services to be provided by Contractor's Representative pursuant to this
Agreement are unique: accordingly, Contractor's Representative shall not be changed during the Term of the Agreement
without County's written consent. County reserves the right to terminate this Agreement pursuantto Clause 7.1 "Termination
for Default", if Contractor's Representative should leave Contractor's employ, or if, in County's judgment, the work
hereunder is not being performed by Contractor's Representative.
1.3 Contractor as Independent Contractor. Contractor is, for all purposes of this Agreement, an independent contractor, and
neither Contractor nor Contractor's employees or subcontractors shall be deemed to be employees of the County. Contractor
shall perform its obligations under this Agreement according to the Contractor's own means and methods of work, which
shall be in the exclusive charge and under the control of the Contractor, and which shall not be subject to control or
supervision by County except as to the results of the work. County hereby delegates to Contractor any and all responsibility
for the safety of Contractor's employees, which shall include inspection of property to identify potential hazards. Neither
Contractor nor Contractor's employees or subcontractors shall be entitled to any benefits to which County employees are
entitled, including without limitation, overtime, retirement benefits, workers' compensation benefits and injury leave.
1.4 Contractor's Agents and Employees or Subcontractors. Contractor shall obtain, at Contractor's expense, all agents,
employees and subcontractors required for Contractor to perform its duties under this Agreement, and all such services shall
be performed by Contractor's Representative, or under Contractor's Representatives' supervision, by persons authorized by
law to perform such services. Retention by Contractor of any agent, employee or subcontractor shall be at Contractor's sole
cost and expense, and County shall have no obligation to pay Contractor's agents, employees or subcontractors; to support
any such person's or entity's claim against the Contractor; or to defend Contractor against any such claim.
Any subcontract or consultant agreement that is in excess of fifty thousand dollars ($50,000) or twenty five percent (25%) of
the value of the contract, whichever is less, or a combination of subcontracts or consultant agreements to the same individual
or firm for the agreement period, or any subcontract or consultant agreement for professional medical or mental health
services, regardless of value, must have prior concurrence of the Contracting Officer's Representative ("COR"). Contractor
shall provide Contracting Officer Representative with copies of all other subcontracts relating to this Agreement entered into
by Contractor within 30 days after the effective date of the subcontract. Such subcontractors of Contractor shall be notified
Services Template Page 1 of SO rev 3/1/2018 vS.1
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
of Contractor's relationship to County. "Subcontractor" means any entity, other than County, that furnishes to Contractor
services or supplies relevant to this Agreement other than standard commercial supplies, office space, and printing services.
I .4.1 Contractor Responsibility. In the event any subcontractor is utilized by Contractor for any portion of the project,
Contractor retains the prime responsibility for carrying out all the terms of this Agreement, including the responsi-
bility for perfonnance and insuring the availability and retention of records of subcontractors in accordance with this
Agreement.
1.4.2 Mandated Clause. All subcontracts shall include the Standard Tenns and Conditions required of Contractor Articles
3, 7, 8, 9, 10, 11, 12, 13, 14 and 16 herein.
1.4.3 County Approval. As identified above, all subcontracts under this Agreement shall have prior written approval of
the Contracting Officer Representative.
1.5 Off Shore Prohibition. Except where Contractor obtains the County's prior written approval, Contractor shall perfonn the
work of this Agreement only from or at locations within the United States. Any County approval for the perfonnance of
work outside of the United States shall be limited to the specific instance and scope of such written approval, including the
types of work and locations involved. Notwithstanding the foregoing, this Section shall not restrict the country or countries
of origin of any assets purchased to provide the work hereunder; provided that when such assets are used to provide the work,
such assets shall be used only from or at locations within the geographic boundaries of the United States.
ARTICLE2
SCOPE OF WORK
2 .1 Statement of Work. Contractor shall perfonn the work described in the "Statement of Work" attached as Exhibit "A" to this
Agreement, and by this reference incorporated herein, except for any work therein designated to be performed by County.
2.2 Right to Acquire Equipment and Services. Nothing in this Agreement shall prohibit the County from acquiring the same
type or equivalent equipment and/or service from other sources, when deemed by the County to be in its best interest.
2.3 Responsibility for Equipment. For cost reimbursement agreements, County shall not be responsible nor be held liable for
any damage to persons or property consequent upon the use, misuse, or failure of any equipment used by Contractor or any
of Contractor's employees, even though such equipment may be furnished, rented, or loaned to Contractor by County. The
acceptance or use of any such equipment by Contractor or Contractor's employees shall be construed to mean that Contractor
accepts full responsibility for and agrees to exonerate, indemnify and hold harmless County from and against any and all
claims for any damage whatsoever resulting from the use, misuse, or failure of such equipment, whether such damage be to
the employee or property of Contractor, other Contractors, County, or other persons. Equipment includes, but is not limited
to material, computer hardware and software, tools, or other things.
2.3.1 Contractor shall repair or replace, at Contractor's expense, all County equipment or fixed assets that are damaged or
lost as a result of Contractor negligence.
2.4 Non-Expendable Property Acquisition. County retains title to all non-expendable property provided to Contractor by County,
or which Contractor may acquire with funds from this Agreement if payment is on a cost reimbursement basis, including
property acquired by lease purchase Agreement. Contractor may not expend funds under this Agreement for the acquisition
of non-expendable property having a unit cost of$5,000 or more and a nonnal life expectancy of more than one year without
the prior written approval of Contracting Officer Representative. Contractor shall maintain an inventory of non-expendable
equipment, including dates of purchase and disposition of the property. Inventory records on non-expendable equipment
shall be retained, and shall be made available to the County upon request, for at least three years following date of disposition.
Non-expendable property that has value at the end of the Agreement (e.g. has not been depreciated so that its value is zero),
and to which the County may retain title under this paragraph, shall be disposed of at the end of the Agreement as follows:
At County's option, it may: I) have Contractor deliver to another County contractor or have another County contractor pick
up the non-expendable property; 2) allow the contractor to retain the non-expendable property provided that the contractor
submits to the County a written statement in the format directed by the County of how the non-expendable property will be
used for the public good; or 3) direct the Contractor to return to the County the non-expendable property.
3. I General Obligations.
ARTICLE3
DISENTANGLEMENT
At County's discretion, Contractor shall accomplish a complete transition of the services as set forth in Exhibit A and A-1 to
this Agreement ( for purposes of this Article 3 .1, these shall be referred to as the "Disentangled Services") being tenninated
from Contractor and the Subcontractors to County, or to any replacement provider designated by County, without any
Services Template Page 2 of SO rev 3/1/2018 vS.l
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
interruption of or adverse impact on the Disentangled Services or any other services provided by third parties. This process
shall be referred to as the Disentanglement. Contractor shall fully cooperate with County and any new service provider and
otherwise promptly take all steps, including, but not limited to providing to County or any new service provider all requested
information or documentation, required to assist County in effecting a complete Disentanglement. Contractor shall provide
all information or documentation regarding the Disentangled Services or as otherwise needed for Disentanglement, including,
but not limited to, data conversion, client files, interface specifications, training staff assuming responsibility, and related
professional services. Contractor shall provide for the prompt and orderly conclusion of all work required under the
Agreement, as County may direct, including completion or partial completion of projects, documentation of work in process,
and other measures to assure an orderly transition to County or the County's designee of the Disentangled Services. All
Contractor work done as part of the Disentanglement shall be performed by Contractor and will be reimbursed by the County
at no more than Contractor's costs, up to the total amount of this Agreement. Contractor shall not receive any additional or
different compensation for the work otherwise required by the Agreement. Contractor's obligation to provide the Services
shall not cease until the earlier of the following: 1) The Disentanglement is satisfactory to County, including the performance
by Contractor of all asset-transfers and other obligations of Contractor provided in this Paragraph, has been completed to the
County's reasonable satisfaction or 2) twelve (12) months after the Expiration Date of the Agreement.
3 .2 Disentanglement Process.
The Disentanglement process shall begin on any of the following dates: (i) the date County notifies Contractor that no funds
or insufficient funds have been appropriated so that the Term shall be tenninated pursuant to the Agreement, Article 7; (ii) the
date designated by County not earlier than sixty (60) days prior to the end of any initial or extended term that County has not
elected to extend pursuant to the Agreement's, Signature Page, Agreement Term; or (iii) the date any Termination Notice is
delivered, if County elects to terminate any or all of the Services pursuant to the Agreement, Article 7. Subject to Exhibit A
and A-1 Contractor's obligation to perform Disentangled Services, and County's obligation to pay for Disentangled Services,
shall expire: (A) when funds appropriated for payment under this Agreement are exhausted, as provided in this Agreement,
Article 7; (B) at the end of the initial or extended tenn set forth in this Agreement's, Signature Page, Agreement Tenn; or
(C) on the Termination Date, pursuant to this Agreement, Article 7 (with the applicable date on which Contractor's obligation
to perform the Services expires being referred to herein as the "Expiration Date"). Contractor and County shall discuss in
good faith a plan for determining the nature and extent of Contractor's Disentanglement obligations and for the transfer of
the Disentangled Services in process provided, however, that Contractor's obligation under this Agreement to provide all
Disentangled Services shall not be lessened in any respect.
3.3 Specific Obligations.
The Disentanglement shall include the performance of the following specific obligations:
3.3.1 No Interruption or Adverse Impact
Contractor shall cooperate with County and all of the County's other service providers to ensure a smooth transition
at the time of Disentanglement, with no interruption of Disentangled Services or other work required under the
Agreement, no adverse impact on the provision of Disentangled Services or other work required under the Agreement
or County's activities, no interruption of any services provided by third parties, and no adverse impact on the
provision of services provided by third parties.
3.3.2 Third-Party Authorizations.
Without limiting the obligations of Contractor pursuant to any other clause in Exhibit A and A-1 third-party
authorizations necessary to grant County the use and benefit of any third-party agreements between Contractor and
third-party contractors used to provide the Disentangled Services, pending their assignment to County. Similarly, at
County's direction, Contractor shall obtain all legally necessary client consents or authorizations legally necessary to
transfer client data to County or any new service provider.
3 .3 .3 Reserved
3.3.4 Return, Transfer and Removal of Assets.
3 .3 .4 .1 Contractor shall return to County all County assets in Contractor's possession, pursuant to Paragraph 2.4
of the Agreement.
3.3.4.2 County shall be entitled to purchase at net book value those Contractor assets used for the provision of
Disentangled Services to or for County, other than those assets expressly identified by the Parties as not
being subject to this provision. Contractor shall promptly remove from County's premises, or the site of
the work being performed by Contractor for County, any Contractor assets that County, or its designee,
chooses not to purchase under this provision.
Services Template Page 3 of SO rev 3/1/2018 vS.1
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
3.3.5 Transfer of Leases, Licenses, and Agreements.
Contractor, at its expense, shall convey or assign to County or its designee such fully-paid leases, licenses, and other
agreements used by Contractor, County, or any other Person in connection with the Disentangled Services, as County
may select, when such leases, licenses, and other agreements have no other use by Contractor. Contractor's obligation
described herein, shall include Contractor's performance of all obligations under such leases, licenses, and other
agreements to be performed by it with respect to periods prior to the date of conveyance or assignment and Contractor
shall reimburse County for any losses resulting from any claim that Contractor did not perform any such obligations.
3.3.6 Delivery of Documentation.
Contractor shall deliver to County or its designee, at County's request, all documentation and data related to County,
including, but not limited to, the County Data and client files, held by Contractor, and Contractor shall destroy all
copies thereofnot turned over to County, all at no charge to County. Notwithstanding the foregoing, Contractor may
retain one (1) copy of the documentation and data, excluding County Data, for archival purposes or warranty support.
3.4 Findings Confidential. Any reports, information, data, etc., given to or prepared or assembled by Contractor under this
Agreement that the County requests to be kept as confidential shall not be made available to any individual or organization
by the Contractor without the prior written approval of the County.
3.5 Publication, Reproduction or Use of Materials. No material produced, in whole or in part, under this Agreement shall be
subject to copyright in the United States or in any other country. The County shall have unrestricted authority to publish,
disclose, distribute and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement.
All reports, data and other materials prepared under this Agreement shall be the property of the County upon completion of
this Agreement.
ARTICLE 4
COMPENSATION
The Pricing Schedule, and/or budget are in Exhibit C and the compensation is on the Signature page. County will pay Contractor
the agreed upon price(s), pursuant to Exhibit C for the work specified in Exhibit A and A-I, Statement of Work. The County is
precluded from making payments prior to receipt of services (advance payments). Contractor shall provide and maintain an
accounting and financial support system to monitor and control costs to assure the Agreements completion. Invoices are subject
to the requirements below.
4.1 Fiscal for Provisional Rate, or Fixed Price Contracts with Cost Reimbursement Elements {Rev. 7/1/17)
4.1.1 General Principles. Contractor shall, comply with generally accepted accounting principles and good business
practices, including all applicable cost principles published by the Federal Office of Management and Budget (0MB),
including 2 CFR 200 -UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT
REQUIREMENTS FOR FEDERAL AW ARDS "The Uniform Guidance", which can be viewed at
https://www.ecfr.gov/cgi-bin/text-idx?tpl=/ecfrbrowse/Title02/2cfr200 main 02.tpl. Contractor shall comply with all
federal, State and other funding source requirements. Contractor shall, at its own expense, furnish all cost items
associated with this Agreement except as herein otherwise specified in the budget or elsewhere to be furnished by
County. Contractor shall submit annually to the County a cost allocation plan in accordance with The Uniform
Guidance.
If the pricing schedule and budget are segregated, the Pricing Schedule is in Exhibit C-1 and the budget for cost
reimbursement elements is in Exhibit C-2. Invoices are subject to the requirements of Paragraph 4.2 below.
4.1.2 Agreement Budget for Cost Reimbursement Elements. In no event shall the Agreement budget total be increased or
decreased prior to County approved Agreement amendment. Some budget line item adjustments require County
review and approval. Adjustments requiring County review and approval are listed in Exhibit C-2 "Contractor's
Budget."
4.1.3 Administrative Adjustment. The COR may make administrative Agreement adjustments to change or modify the
budget as long as the total Agreement amount or Agreement term is not modified.
4.1.4 Agreement Amendment. An Agreement amendment signed by the Contracting Officer is required to modify the total
Agreement amount or Agreement te1m.
4.1.5 Maximum Price. During the performance period of this Agreement, the maximum price for the same or similar items
and/or services shall not exceed the lowest price at which Contractor then offers the items and/or services to its most
favored customer.
4.2 Invoices and Payment
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4.2.1 Invoices. County agrees to pay Contractor in arrears only after receipt and approval of properly completed monthly
invoices by the Contracting Officer's Representative ("COR") for the work performed in the prior month. Invoices
shall be detailed and itemized referencing the Agreement numbe~ and a detailed listing of each pay point target,
accomplishment, unit price and/or percentages, and showing the appropriate calculation for each, or cost of each line
item in the budget, and a progress report documenting the status and accomplishments of Contractor during the billing
period pursuant to Exhibit C, documenting the total invoiced amount by Contractor. Contractor's monthly invoices
shall include a statement certifying whether it is in compliance with Paragraph 8.16 of this Agreement
4.2.2 Provisional Rates/ Cost Reimbursement Elements. For provisional rates, or cost reimbursement elements, Contractor
shall maintain records of its actual costs, as required herein, for those services paid under a provisional rate or as cost
reimbursement. Contractor's last payment each fiscal year shall be withheld until after County and Contractor
reconcile Contractor's actual costs with the amount paid from the provisional rates, if any. If County has paid
Contractor more than their actual costs, Contractor shall refund County the excess amount paid in accordance with
Paragraph 4.2.3. If Contractor's actual costs are more than the amount paid by County, County will pay Contractor
the difference, up to, but not to exceed the annual contract amount identified in the Signature Page, in accordance with
Paragraph 4.2.3 County's obligation to pay is also subject to the other requirements of this Agreement.
4.2.3 Payments. Payment for the services performed under this Agreement shall be in accordance with Exhibit C, unless
other payment methodologies are negotiated and agreed to by both Contractor and County. Contractor shall maintain
supporting documentation of expenses as specified in Articles 11 and 13 for provisional rates or cost reimbursement
elements. Payments will be made in arrears after receipt of properly completed invoice approved by the COR.
Payment shall be NET 30 days from receipt and approval of invoice unless otherwise stated.
For Provisional Rates, County will reimburse the good faith estimate of the actual allowable, allocable and reasonable
costs incurred associated with the work performed during the month of service. Contractor shall maintain supporting
documentation of expenses as specified in Articles I I and 13.
4.2.3.I This monthly invoice shall reflect a good faith estimate of the actual allowable, allocable and reasonable
costs incurred associated with the work performed during the month of service. This good faith estimate
shall be based on the budgeted net unit cost for each service category, hereafter known as provisional rates,
multiplied by the units provided.
4.2.3.2 Reconciliation of Good Faith Estimates to Actual Allowable Expenses. Contractor shall submit a cost
report to complete a reconciliation of the actual allowable, allocable and reasonable expenses incurred
associated with the work performed under this agreement twice annually at a minimum; the COR may
require them more frequently. Cost reports submitted by Contractor shall include the actual allowable
cumulative year to date expenses by service category for the period. Upon receipt of each cost report,
County will reconcile year to date payments with year to date actual allowable, allocable and reasonable
expenses and adjust the next monthly invoice for under payments or overpayments in excess of$100. Cost
reports shall also include total amounts over paid by the County to Contractor or under paid by the County
to the Contractor for each month of service. At the end of each fiscal year, Contractor shall complete an
annual reconciliation of the actual allowable expenses incurred associated with the work performed under
this agreement for that fiscal year. Overpayments and underpayments will be adjusted during the fiscal
year and at the end of the fiscal year as instructed by the COR.
4.2.3.3 Final Fiscal Year End Settlements. Contractor shall submit the final cost report reflecting the actual costs
for reimbursement for services performed during the County fiscal year by the final fiscal year settlement
date, which will be established by each program. This settlement date shall be no more than 60 calendar
days from the end of the County fiscal year. Upon receipt of the fiscal year end cost report, County will
reconcile year to date payments with fiscal year end actual allowable, allocable and reasonable expenses.
County will reimburse Contractor for underpayments and will recoup overpayments from Contractor.
County may, in its sole discretion, choose to not process invoices for reimbursement for services perfonned
during that fiscal year after this date. The County fiscal year shall be defined as July 1, through June 30,
unless otherwise defined in this Agreement. I I
4.2.3 .4 Final Agreement Settlement Date. Contractor shall submit the final invoice for reimbursement for services
perfonned during the final fiscal year of the contract by the final contract settlement date, which shall be
no more than 60 calendar days from the final date of the contract services. County may, in its sole
discretion, choose to not process invoices for reimbursement for services performed during the final fiscal
year of the contract after the final Agreement settlement date.
4.2.4 Full Compensation. Pending any adjustments by the COR and except as otherwise provided for in the cost reports
submitted by Contractor to County if Provisional Rates are utilized, each invoice approved and paid shall constitute
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full and complete compensation to Contractor for all work completed during the billing period pursuant to Exhibit A
and A-1 and Exhibit C. This Agreement constitutes the entire Agreement between Contractor and County. Contractor
shall be entitled only to payment and, if Provisional Rates or Reimbursable elements are included in this Agreement,
reimbursement for allowable, allocable and reasonable costs, associated with services pursuant to Exhibit A and A-1.
4.2.5 Prompt Payment for Vendors and Subcontractors
4.2.5.1 Prompt payment for vendors and subcontractors.
4.1.5 .1.1. Unless otherwise set forth in this paragraph, Contractor shall promptly pay its vendors and
subcontractor(s) for satisfactory perfonnance under its subcontract(s) to this Agreement. Such
prompt payment shall be no later than thirty (30) days after Contractor receives payment for
such services from County and shall be paid out of such amounts as are paid to Contractor under
this Agreement.
4.1.5.1.1. Contractor shall include a payment clause confonning to the standards set forth in Paragraph
4.1.5.1.1 of this Agreement in each of its subcontracts, and shall require each of its
subcontractors to include such a clause in their subcontracts with each lower-tier subcontractor
or supplier.
4.2.5.2 If Contractor, after submitting a claim for payment to County but before making a payment to a vendor or
subcontractor for the goods or performance covered by the claim, discovers that all or a portion of the
payment otherwise due such vendor or subcontractor is subject to withholding from the vendor or
subcontractor in accordance with the vendor or subcontract agreement, then the Contractor shall:
4.1.5.1.1. Furnish to the vendor or subcontractor and the COR within three (3) business days of
withholding funds from its vendor or subcontractor a notice stating the amount to be withheld,
the specific causes for the withholding under the tenns of the subcontract or vendor agreement;
and the remedial actions to be taken by the vendor or subcontractor in order to receive payment
of the amounts withheld.
4.1.5.1.1. Contractor shall reduce the subcontractor's progress payment by an amount not to exceed the
amount specified in the notice of withholding furnished under paragraph 4.1.5 .1.1 of this
Agreement and Contractor may not claim from the County this amount until its subcontractor
has cured the cause of Contractor withholding funds;
4.1.5.1.1. Upon the vendor's or subcontractor's cure of the cause of withholding funds, Contractor shall
pay the vendor or subcontractor as soon as practicable, and in no circumstances later than ten
(10) days after the Contractor claims and receives such funds from County.
4.2.5.3 Contractor shall not claim from County all of or that portion of a payment otherwise due to a vendor or
subcontractor that Contractor is withholding from the vendor or subcontractor in accordance with the
subcontract agreement where Contractor withholds the money before submitting a claim to County.
Contractor shall provide its vendor or subcontractor and the COR with the notice set forth in Paragraph
4.2.5.24.1.5.1.1 of this Agreement and shall follow Paragraph 4.2.5.24.1.5.1.13 of this Agreement when
vendor or subcontractor cures the cause of Contractor withholding its vendors or subcontractor's funds.
4.2.5.4 Overpayments. If Contractor becomes aware of a duplicate contract financing or invoice payment or that
County has otherwise overpaid on a contract financing or invoice payment, Contractor shall immediately
notify the COR and request instructions for disposition of the overpayment.
4.2.6 Availability of Funding. The County's obligation for payment of any Agreement beyond the current fiscal year is
contingent upon the availability of funding from which payment can be made. No legal liability on the part of the
County shall arise for payment beyond June 30 of the calendar year unless funds are designated by the County and are
made available for such performance.
County shall, in its sole discretion, have the right to tenninate or suspend this Agreement or reduce compensation
and service levels proportionately upon thirty (30) days' written notice to Contractor in the event that Federal, State
or County funding for this Agreement ceases or is reduced prior to the ordinary expiration of the tenn of this
Agreement. In the event of reduction of funding for the Agreement, County and Contractor shall meet within ten
(10) days of written notice to renegotiate this Agreement based upon the modified level of funding. In this case ifno
Agreement is reached between County and Contractor within 10 days of the first meeting, either party shall have the
right to terminate this Agreement within ten (10) days written notice oftennination.
In the event oftennination of this Agreement in accordance with the tenns of this Section, Contractor shall be entitled
to retain all sums paid as of the effective date of such termination, subject to any payment offset to which County
may be entitled, for damages or otherwise, under the terms of this Agreement. In the event of termination of this
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Agreement pursuant to this Section, in no event shall Contractor be entitled to any loss of profits on the portion of
this Agreement so terminated, or to other compensation, benefits, reimbursements or ancillary services other than as
herein expressly provided.
4.2.7 Conditions Prerequisite To Payments. County may elect not to make a particular payment if any of the following
exists:
4.2.7.1 Misrepresentation. Contractor, with or without knowledge, made any misrepresentation of substantial and
material nature with respect to any information furnished to County.
4.2.7.2 Unauthorized Actions by Contractor. Contractor took any action pertaining to this Agreement, which
required County approval, without having first received said County approval.
4.2.7.3 Default. Contractor was in default under any terms and conditions of this Agreement.
4.2.7.4 Fees for Service. Contractor implemented a schedule of fees to be charged to clients or third party client
representatives without prior County approval, unless authorized elsewhere in this Agreement.
4.2.8 Withholding Of Payment. County may withhold reimbursement until reports, data, audits, or other information
required for Agreement administration or to meet County, State, Federal or other funding source reporting or auditing
requirements are received and approved by COR or designee. County may also withhold payment if, in County's
opinion, Contractor is in noncompliance with this Agreement.
4.2.9 Interpretation of Claim Provisions. As used in this Article 4, the term "claim" refers to a claim filed pursuant to San
Diego County Code of Administrative Ordinances Article V-A, "Processing and Certification of Routine Claims."
The term "claim" as used in this Article 4 does not refer to a claim filed pursuant to San Diego County Code of
Administrative Ordinances, Article X, "Claims against the County."
4.2.10 Severability Limits. Severability pertains only to those Agreements that originate in one fiscal year and end in another
fiscal year. This Agreement is severable for and limited to the amounts in the attached budget. In no event shall
Contractor exceed the Severability Limits.
4.2.11 Disallowance. In the event Contractor receives payment from County for a service, reimbursement for which is later
disallowed by County or the State, the Federal government, or any other funding source, Contractor shall promptly
refund the disallowed amount to County on request, or County may offset the amount disallowed from any payment
due to or to become due to Contractor under this Agreement or any other Agreement. Similarly, a disallowance under
a prior Agreement may be offset against this Agreement.
4.2.12 Partial Payment. If Contractor fails to perform specified services, provide specified products or perform services or
provide products timely and in accordance with specified requirements, Contractor shall be paid only the reasonable
cost for the services perfonned or products provided for the payment period as determined by the COR.
4.2.13 Project Generated Revenue. Project Generated Revenue realized by Contractor in excess of the Agreement budget
shall be utilized in support of the Project.
4.2.13 .1 Project Generated Revenue and Expenditures shall be reported at the end of the Agreement period.
4.2.13.2 With COR approval, Contractor may expend a remaining balance of project generated revenue in the tenn
of a subsequent County Agreement in support of this Project.
4.2.14 Rate of Expense. Contractor shall control its rate of expense in relation to units of service and anticipated revenues.
4.2.15 Contractor shall inform the COR when it is anticipated that the need for services will exceed the approved service
units and budget; however, Contractor's claim/invoice shall not exceed the approved budget.
4.2. I 6 Any records of revenues, expenditures and/or clinical records under this Agreement shall be subject to compliance
with Federal, State or local laws or regulations and may be audited and/or reviewed by the County and/or the
appropriate Federal, State or County agency. In the event of an audit disallowance of any claimed cost which is subject
to compliance with Federal, State or local law or regulations, Contractor shall be liable for any costs or lost revenue
resulting therefrom.
ARTICLE 5
AGREEMENT ADMINISTRATION
5.1 County's Agreement Administrator. The Director of Purchasing and Contracting is designated as the Contracting officer
("Contracting Officer") and is the only County official authorized to make any Changes to this Agreement. The County has
designated the individual identified on the signature page as the Contracting Officer's Representative ("COR")
5.1.1 County's COR will chair Contractor progress meetings and will coordinate County's Agreement administrative
functions. The COR is designated to receive and approve Contractor invoices for payment, audit and inspect records,
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inspect Contractor services, and provide other technical guidance as required. The COR is not authorized to change
any terms and conditions of this Agreement. Only the Contracting Officer, by issuing a properly executed amendment
to this Agreement, may make changes to the scope of work or total price.
5.1.2 Notwithstanding any provision of this Agreement to the contrary, County's COR may make Administrative
Adjustments ("AA") to the Agreement, such as line item budget changes or adjustments to the service requirements
that do not change the purpose or intent of the Statement of Work, the Terms and Conditions, the Agreement Term
or the total Agreement price. Each AA shall be in writing and signed by COR and Contractor. All inquiries about
such AA will be referred directly to the COR.
5.2 Agreement Progress Meeting. The COR and other County personnel, as appropriate, will meet periodically with the Contractor
to review the Agreement performance. At these meetings the COR will apprise the Contractor of how the County views the
Contractor's performance and the Contractor will apprise the County of problems, if any, being experienced. The Contractor shall
also notify the Contracting Officer (in writing) of any work being perfonned, if any, that the Contractor considers being over and
above the requirements of the Agreement. Appropriate action shall be taken to resolve outstanding issues. The minutes of these
meetings will be reduced to writing and signed by the COR and the Contractor. Should the Contractor not concur with the minutes,
the Contractor shall set out in writing any area of disagreement. Appropriate action will be taken to resolve any areas of
disagreement.
ARTICLE 6
CHANGES
6.1 Contracting Officer. The Contracting Officer may at any time, by a written order, make changes ("Changes"), within the general
scope of this Agreement, in the definition of services to be performed, and the time (i.e.) hours of the day, days of the week, etc.
and place of performance thereof. If any such Change causes an increase or decrease in the cost of, or the time required for, the
performance of any part of the work under this Agreement, whether changed or not changed by such an order, an equitable
adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified in writing
accordingly. Such changes may require Board of Supervisors approval.
6.2 Claims. Contractor must assert any claim for adjustment under this clause within thirty (30) days from the date ofreceipt by the
Contractor of the notification of Change; provided, however, that the Contracting Officer, if he decides that the facts justify such
action, may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. Where the
cost of property made obsolete or excess as a result of a change is included in the Contractor's claim for adjustment, the Contracting
Officer shall have the right to prescribe the manner of disposition of such property. Failure to agree to any adjustment shall be a
dispute concerning a question of fact within the meaning of the clause of this Agreement entitled "Disputes" (Article 15).
However, nothing in this clause shall excuse the Contractor from proceeding with this Agreement as changed.
ARTICLE7
SUSPENSION, DELAY AND TERMINATION
7.1 Termination for Default. Upon Contractor's breach of this Agreement, County shall have the right to tenninate this Agreement,
in whole or part. Prior to tennination for default, County will send Contractor written notice specifying the cause. The notice
will give Contractor ten ( l 0) days from the date the notice is issued to cure the default or make progress satisfactory to County in
curing the default, unless a different time is given in the notice. If County determines that the default contributes to the curtailment
of an essential service or poses an immediate threat to life, health or property, County may terminate this Agreement immediately
upon issuing oral or written notice to the Contractor without any prior notice or opportunity to cure. In the event of termination
under this Article, all finished or unfinished documents, and other materials, prepared by Contractor under this Agreement shall
become the sole and exclusive property of County.
In the event of such termination, the County may purchase or obtain the supplies or services elsewhere, and Contractor shall
be liable for the difference between the prices set forth in the terminated order and the actual cost thereof to the County. The
prevailing market price shall be considered the fair repurchase price. Notwithstanding the above, Contractor shall not be
relieved ofliability to County for damages sustained by County by virtue of any breach of this Agreement by Contractor, and
County may withhold any reimbursement to Contractor for the purpose of off-setting until such time as the exact amount of
damages due County from Contractor is determined.
If, after notice of termination of this Agreement under the provisions of this clause, it is determined for any reason that the
Contractor was not in default under the provisions of this clause, the rights and obligations of the parties shall, if this
Agreement contains a clause providing for termination for convenience of the County, be the same as if the notice of
termination had been issued pursuant to such clause.
7.2 Damages for Delay. If Contractor refuses or fails to prosecute the work, or any separable part thereof, with such diligence
as shall ensure its completion within the time specified in this Agreement, or any extension thereof, or fails to complete said
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work within such time, County will be entitled to the resulting damages caused by the delay. Damages will be the cost to
County incurred as a result of continuing the current level and type of service over that cost that would be incurred had the
Agreement segments been completed by the time frame stipulated and any other damages suffered by County.
7.3 County Exemption from Liability. 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.
7.4 Full Cost Recovery Of Investigation And Audit Costs. Contractor shall reimburse County of San Diego for all direct and
indirect expenditures incurred in conducting an audit/investigation when Contractor is found in violation (material breach) of
the terms of the Agreement.
At the sole discretion of the County, and subject to funding source restrictions and federal and State law, County may (I)
withhold reimbursement for such costs from any amounts due to Contractor pursuant to the payment terms of the Agreement,
(2) withhold reimbursement for such costs from any other amounts due to Contractor from County, and/or (3) require
Contractor to remit a check for the total amount due (or a lesser amount specified by the County) to County within thirty (30)
days of request by County. Alternatively, at the County's sole discretion, County and Contractor may enter into a written
repayment plan for the reimbursement of the audit/investigation costs.
7.5 Termination for Convenience. The County may, by written notice stating the extent and effective date terminate this
Agreement for convenience in whole or in part, at any time. The County shall pay the Contractor as full compensation for
work performed in accordance with the terms of this Agreement until such termination:
7.5.1 The unit or pro rata price for any delivered and accepted portion of the work.
7.5.2 A reasonable amount, as costs of termination, not otherwise recoverable from other sources by the Contractor as
approved by the County, with respect to the undelivered or unaccepted portion of the order, provided compensation
hereunder shall in no event exceed the total price.
7.5.3 In no event shall the County be liable for any loss of profits on the resulting order or portion thereof so terminated.
7.5.4 County's termination of this Agreement for convenience shall not preclude County from taking any action in law or
equity against Contractor for:
7.5.4.1 Fraud, waste or abuse of Agreement funds, or
7.5.4.2 Improperly submitted claims, or
7.5.4.3 Any failure to perform the work in accordance with the Statement of Work, or
7.5.4.4 Any breach of any term or condition of the Agreement, or
7.5.4.5 Any actions under any warranty, express or implied, or
7.5.4.6 Any claim of professional negligence, or
7.5.4.7 Any other matter arising from or related to this Agreement, whether known, knowable or unknown before,
during or after the date oftennination.
7.6 Suspension of Work. The Contracting Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any
part of the work of this Agreement for the period of time that the Contracting Officer determines appropriate for the
convenience of the Government. County reserves the right to prohibit, without prior notice, contractor or contractor's
employees, directors, officers, agents, subcontractors, vendors, consultants or volunteers from I) 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.
7.7 Remedies Not Exclusive. The rights and remedies of County provided in this article shall not be exclusive and are in addition
to any other rights and remedies provided by law, equity, or under resulting order.
ARTICLES
COMPLIANCE WITH LAWS AND REGULA TIO NS
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
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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 Pennits 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 fonns 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, pennits, and licenses prior to the commencement of any services
hereunder.
8.3 Equal Opportunity. Contractor shall comply with 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 Illk (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 web-site (www.co.san-
diego.ca.us).
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
200-d), 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. I 00-209), 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-d), the Age Discrimination of 1975 ( 42
U.S.C. 6101), Article 9.5, Chapter I, Part I, Division 2, Title 2 (Section 11135, et seq) of the California Government Code,
Title 9, Chapter 4, Subchapter 6 (Section I 0800, 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) 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.
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 tenns of this Agreement.
8.9.1 Byrd Anti-Lobbying Amendment. Contractor shall file Standard Form-LLL, "Disclosure Form to Report Lobbying,"
to certify 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 Federal contract, grant or any
other award covered by 31 U.S.C. 1352. Contractor shall disclose any lobbying with non-Federal funds that takes
place in connection with obtaining any Federal award by Contractor or Contractor's Subcontractors. In accordance
with 31 U .S.C. 1352, Contractor shall also file a disclosure form at the end of each calendar quarter in which there
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AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
occurs any event that requires disclosure or that materially affects the accuracy of the infonnation contained in any
disclosure fonn previously filed. Contractor shall include this provision in all subcontracts and require each of its
subcontractors to comply with the certification and disclosure requirements of this provision.
8.10 Religious Activity Prohibited. There shall be no religious worship, instructions or proselytization as part of or in connection
with the perfonnance of this Agreement.
8.11 Drug and Alcohol-Free Workplace. The County of San Diego, in recognition of individual rights to work in a safe, healthful
and productive work place, has adopted a requirement for a drug and alcohol free work place, County of San Diego Drug
and Alcohol Use Policy C-25, available on the County of San Diego website. This policy provides that all County-employed
Contractors and Contractor employees shall assist in meeting this requirement.
8.11.1 As a material condition of this Agreement, the Contractor agrees that the Contractor and the Contractor employees,
while perfonning service for the County, on County property, or while using County equipment:
8.11.1.1 Shall not be in any way impaired because of being under the influence of alcohol or a drug.
8.11.1.2 Shall not possess an open container of alcohol or consume alcohol or possess or be under the influence of
an illegal drug.
8.11.1.3 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
perfonnance of normal job duties and responsibilities prescribes or administers medically prescribed drugs.
8.11.2 Contractor shall infonn all employees who are perfonning service for the County on County property or using County
equipment of the County objective of a safe, healthful and productive work place and the prohibition of drug or
alcohol use or impairment from same while performing such service for the County.
8.11.3 The County may tenninate for default or breach this Agreement, and any other agreement the Contractor has with
the County, if the Contractor, or Contractor employees are detennined by the Contracting Officer not to be in
compliance with the conditions listed herein.
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 disabled veterans' business
enterprises 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 independent contractors in connection with their
perfonnance under the Agreement, said contractor shall be subject to corrective action up to and including tennination
of the Agreement; and
8.12.4 Interlocking Directorate. In recognition of Board Policy A-79, available on the County of San Diego Website, not-
for-profit Contractors shall not subcontract with related for-profit subcontractors for which an interlocking
relationship exist unless specifically authorized in writing by the Board of Supervisors; and
8.12.5 Zero Tolerance in Coaching Medi-Cal or Welfare Clients (Including Undocumented Immigrants). The County of
San Diego in recognition of its unique geographical location and the utilization of the Welfare and Medi-Cal systems
by foreign nationals who are not legal residents of this county or country, has adopted a Zero Tolerance policy and
shall aggressively prosecute employees and Contractors who coach Medi-Cal or Welfare clients (including un-
documented immigrants), to obtain services for which they are not otherwise entitled.
As a material condition of this Agreement, Contractor agrees that the Contractor and Contractor's employees, while
perfonning service for the County, on County property or while using County equipment shall not:
(a) in any way coach, instruct, advise, or guide any Medi-Cal or Welfare clients or prospective clients who are
undocun1ented immigrants on ways to obtain or qualify for Medi-Cal assistance, for which they are not otherwise
entitled.
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(b) support or provide funds to any organization engaged directly or indirectly in advising undocumented immigrants
on ways to obtain or qualify for Medi-Cal assistance, for which they are not otherwise entitled.
Contractor shall inform all employees that are performing service for the County on County property or using County
equipment of County's Zero Tolerance Policy as referenced herein.
County may tenninate for default or breach this Agreement and any other agreement Contractor has with County, if
Contractor or Contractor employees are determined not to be in compliance with the conditions stated herein.
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 Lessee 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 agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act,
as amended, 42 U.S.C. §§ 7401 et seq. Contractor agrees to report each violation to the USDA and the appropriate
EPA Regional Office.
8.15.2 Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water
Pollution Control Act as amended (33 U.S.C. §§ 1251 et seq.). Contractor agrees to report each violation to the USDA
and the appropriate EPA Regional Office.
8.16 Debarment, Exclusion, Suspension, and Ineligibility.
8.16.1 Contractor certifies that, 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 ofrecords, making false statements, receiving stolen property; physical,
financial or sexual abuse or misconduct with a patient or client, or medical negligence or malpractice;
·,
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
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8.16.1.4 Have not within a 3-year period preceding this Agreement had one or more public transaction (federal,
State, or local) tenninated 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 Contractor invoices shall include the following language:
I certify that the above deliverables and/or services were delivered and/or performed specifically for this Agreement
in accordance with the terms and conditions set forth herein.
I further certify, under penalty of perjury under the laws of the State of California, that no employee or entity
providing services under the terms and conditions of this Agreement is currently listed as debarred, excluded,
suspended, or ineligible on the Federal System for Award Management (SAM: http://SAM.gov), the Federal Health
and Human Services Office of Inspector General List of Excluded Individuals/Entities (LEIE:
http://exclusions.oig.hhs.gov), or the State of California Medi-Cal Suspended and Ineligible list (www.medi-
cal.ca.gov).
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;
8.17.4 In the event Contractor subcontracts any of the work perfonned under this Agreement, Contractor include this clause
in the subcontract(s) and shall take appropriate steps to ensure compliance by the subcontractor(s).
8.18 False Claims Act Training. Contractor shall, not less than annually, provide training on the Federal False Claims Act (31
USC 3729-3730) and State False Claims Act (California Government Code 12650-12653) to all employees, directors,
officers, agents, subcontractors, consultants or volunteers providing services under this Agreement. Contractor shall maintain
verification of this training. Contractor shall retain these forms, or an electronic version, in accordance with the Agreement
requirement for retention of records. For the purposes of this section, "Subcontractor" shall include any entity, other than
County, that furnishes to Contractor services or supplies relevant to this Agreement other than standard commercial supplies,
office space, and printing services.
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 tenn 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. Contractor shall pass this requirement down to its subcontractors in its entirety. For purposes of this section,
"Subcontractor" shall mean any entity, other than County, that furnishes to Contractor services or supplies relevant to this
Agreement other than standard commercial supplies, office space, and printing services.
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. l and 42 CFR 438.608 (b)(l)-(b) (7) 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 to County any and all documents, including any and all communications or infonnation 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.
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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 Contracting with Small and Minority Businesses, Women's Business Enterprises, and Labor Surplus Area Finns. 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 firm by:
8.22.1 Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
8.22.2 Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are
potential sources;
8.22.3 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;
8.22.4 Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority
businesses, and women's business enterprises; and
8.22.5 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.
8.23 Procurement of Recovered Materials. Contractor shall comply with 2 CFR part 200.322. Contractor shall procure only items
designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 24 7 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 ofrecovered materials to be used in the performance of this Agreement will
be at least the amount required by applicable specifications or other contractual requirements. For contracts over $100,000
in total value, Contractor shall estimate the percentage of total material utilized for the perfonnance of the Agreement that is
recovered materials and shall provide such estimate to County upon request.
8.24 Contract Work Hours and Safety Standards. If mechanics or laborers are to be employed under this Agreement, Contractor
shall comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5).
Contractor shall compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work
in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and
a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Contractor shall not require
any laborer or mechanic to work in surroundings or under working conditions that are unsanitary, hazardous, or dangerous.
ARTICLE9
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
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.
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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, which is acquired
in connection with his employment. 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 the 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 finns 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 clause,
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, 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.
10.2 Insurance. Prior to execution of this Agreement, Contractor must obtain at its own cost and expense, and keep in force and
effect during the term of this Agreement, including all extensions, the insurance specified in Exhibit "B," "Insurance
Requirements," attached hereto.
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ARTICLE 11
AUDIT AND INSPECTION OF RECORDS
The County shall have the audit and inspection rights described in this section.
11.1 Audit and Inspection. Contractor agrees to maintain and/or make available within San Diego County accurate books and
accounting records relative to all its activities under this Agreement. Authorized federal, State or County representatives
shall have the right to monitor, assess, or evaluate Contractor's performance pursuant to this Agreement, said monitoring,
assessments, or evaluations to include but not limited to audits, inspection of premises, reports, and interviews of project staff
and participants. Contractor assertions of confidentiality shall not be a bar to full access to the records.
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 audit, 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. 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 oflnternal Auditors International Standards for the Professional
Practice oflntemal Auditing.
If any services perfonned hereunder are not in conformity with the specifications and requirements of this Agreement, County
shall have the right to require the Contractor to perform the services in conformity with said specifications and requirements
at no additional increase in total Agreement amount. When the services to be performed are of such nature that the difference
cannot be corrected, County shall have the right to (1) require Contractor immediately to take all necessary steps to ensure
future performance of the services in confonnity with requirements of the Agreement, and (2) reduce the Agreement price to
reflect the reduced value of the services performed. In the event Contractor fails to perform the services promptly or to take
necessary steps to ensure future performance of the service in confonnity with the specifications and requirements of the
Agreement, County shall have the right to either (1) by agreement or to otherwise have the services performed in conformity
with the Agreement specifications and charge to Contractor any cost occasioned to County that is directly related to the
performance of such services, or (2) terminate this Agreement for default as provided in the Termination clause.
11.2 External Audits. Contractors will provide the following to the COR:
I I .2.1 Contractor shall provide COR a copy of all notifications of audits or pending audits by federal or State
representatives regarding contracted services identified in this Agreement no later than three (3) business days of
Contractor receiving notice of the audit.
11.2.2 Contractor shall provide COR with a copy of the draft and final State or federal audit reports within twenty four
(24) hours of receiving them (Health and Human Services Agency (HHSA) Contractors shall also provide
electronic copies to Agency Contract Support (ACS) at ACS.HHSA@sdcounty.ca.gov).
1 I .2.3 Contractor shall provide COR a copy of the contractor's response to the draft and final State or federal audit reports
at the same time as response provided to the State or federal representatives.
1 I .2.4 Unless prohibited by the government agency conducting the audit, Contractor shall provide COR a copy of all
responses made by the federal or State audit representative to the contractors' audit response no later than three (3)
business days of receiving it. This will continue until the federal or State auditors have accepted and closed the
audit.
11.3 Cost or Pricing Data. If the Contractor submitted cost or pricing data in connection with the pricing of this Agreement or
any change or modification thereto, unless such pricing was based on adequate price competition, established catalog or
market prices of commercial items sold in substantial quantities of the general public, or prices set by law or regulation, the
Contracting Officer or his representatives who are employees of the County or its agent shall have the right to examine all
books, records, documents and other data of the Contractor related to the negotiation pricing or performance of such
Agreement, change or modification, for the purpose of evaluating the accuracy, completeness and currency of the cost or
pricing data submitted.
11.4 Availability. The materials described above shall be made available at the office of the Contractor, at all reasonable times,
for inspection, audit or reproduction, until the expiration of three (3) years from the date of final payment under this
Agreement, or by section 11.4.1 and 11.4.2, below:
11.4.1
Services Template
If this Agreement is completely or partially terminated, the records relating to the work terminated shall be made
available for a period of three (3) years from the date of any resulting final settlement.
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11.4.2 Record that relate to appeals under the "Disputes" clause of this Agreement, or litigation or the settlement of claims
arising out of the performance of this Agreement, shall be made available until such appeals, litigation, or claims
have been disposed of, or three years after Agreement completion, whichever is longer. County shall keep the
materials described above confidential unless otherwise required by law.
11.5 Subcontract. The Contractor shall insert a clause containing all the provisions of this Article l l in all subcontracts hereunder
except altered as necessary for proper identification of the contracting parties and the contracting officer.
ARTICLE 12
INSPECTION OF SERVICE
12. l Subject to Inspection. All performance (including services, materials, supplies and equipment furnished or utilized in the
perfonnance of this Agreement, and workmanship in the perfonnance of services) shall be subject to inspection and test by
the County at all times during the tenn of this Agreement. Contractor shall cooperate with any inspector assigned by the
County to pennit the inspector to detennine whether Contractor's performance confonns to the requirements of this
Agreement. County shall perform such inspection in a manner as not to unduly interfere with Contractor's perfonnance.
12.2 Specification and Requirements. If any services performed by Contractor do not conform to the specifications and
requirements of this Agreement, County may require Contractor to re-perform the services until they confonn to said
specifications and requirements, at no additional cost, and County may withhold payment for such services until Contractor
correctly performs them. When the services to be performed are of such a nature that Contractor's cannot correct its
perfonnance, the County shall have the right to (1) require the Contractor to immediately take all necessary steps to ensure
future performance of services conforms to the requirements of this Agreement, and (2) reduce the Agreement price to reflect
the reduced value of the services received by County. In the event Contractor fails to promptly re-perform the services or to
take necessary steps to ensure that future performance of the service conforms to the specifications and requirements of this
Agreement, the County shall have the right to either (1) without tenninating this Agreement, have the services performed,
by agreement or otherwise, in confonnance with the specifications of this Agreement, and charge Contractor, and/or withhold
from payments due to Contractor, any costs incurred by County that are directly related to the perfonnance of such services,
or (2) terminate this Agreement for default.
ARTICLE 13
USE OF DOCUMENTS AND REPORTS
13 .1 Findings Confidential. Any reports, information, data, etc., given to or prepared or assembled by Contractor under this
Agreement that the County requests to be kept as confidential shall not be made available to any individual or organization
by the Contractor without the prior written approval of the County.
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.
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 detennine
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 detennination. 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.l of this
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AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
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 pennissible 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 Maintenance of Records. Contractor shall maintain all records relating to its perfonnance under this Agreement, including
all records of costs charged to this Agreement, and shall make them available within San Diego County for a minimum of
five (5) years from the ending date of this Agreement, or longer where required by funding source or while under dispute
under the tenns of this Agreement, unless County agrees in writing to an earlier disposition. Contractor shall provide any
requested records to County within two (2) business days of request.
13.6 Custody of Records. County, at its option, may take custody of Contractor's client records upon Agreement, tennination,
expiration, or at such other time as County may deem necessary. County agrees that such custody will confonn to applicable
confidentiality provisions of State and federal law. Said records shall be kept by County in an accessible location within San
Diego County and shall be available to Contractor for examination and inspection.
13. 7 Audit Requirement.
(a) Contractor shall annually engage a Licensed Certified Public Accountant licensed to perfonn audits and attests in the
State of California to conduct an annual audit of its operations. 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 finn, 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.
(b) 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.
13.8 Reports. Contractor shall submit reports required in Exhibit A and A-1 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.
13.9 Evaluation Studies. Contractor shall participate as requested by the County in research and/or evaluative studies designed to
show the effectiveness and/or efficiency of Contractor services or to provide information about Contractor's project.
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 "HIP AA;"
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:
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AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
14.1.2.1 The Medi-Cal Privacy and Security Agreement Between the California Department of Health Care
Services (DHCS) and the County;
14.1.2.2 The Medi-Cal Behavioral Health Services Performance Agreement between DHCS and the County;
14.1.2.3 The San Diego County Alcohol and Drug Program Administrator Agreement between DHCS and the
County
14.1.2.4 The Refugee Health Agreement between the California Department of Public Health (CDPH) and the
County;
14.1.2.5 The HIV/ AIDS Case Reporting System Data Use Agreement between CDPH and the County;
14.1.2.6 The Childhood Lead Poisoning Prevention Program between CDPH and the County;
I 4.1.2. 7 The Standard Agreement between the County and the California Department of Aging; and
14.1.2.8 The Agreement for Whole Person Care Pilot Program for San Diego County with DHCS.
14.1.3 Title 42 Code of Federal Regulations, Chapter 1, Subchapter A, Part 2.
14.2 Definitions. Tenns used, but not otherwise defined, in this Article shall have the same meaning as defined by HIPAA.
14.2.1 "Breach" of Protected Health Infonnation (PHI) shall have the same meaning given to the tenn "breach" under
HIP AA and "breach" of Personal Information (Pl)/Personally Identifiable lnfonnation (PII) shall have the same
meaning as given to it under the State Agreements.
14.2.2
14.2.3
14.2.4
14.2.5
14.2.6
"Business Associate," when applicable, shall mean the Contractor.
"County PHI" shall have the same meaning as PHI under HIP AA, specific to PHI under this Agreement.
"County PI/PII" shall have the same meaning as PI/PII under the State Agreements, specific to PI/PII under this
Agreement.
"Covered Entity," when applicable, shall mean the County.
"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 HIP AA or the State Agreements if done by the County.
14.3.2 Safeguards. Contractor shall develop and maintain a HIPAA-compliant information privacy and security program to
prevent use or disclosure of County PHI/PI/PII, other than as required by this Agreement.
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
14.3.5
14.3.6
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.
Cooperation with County.
14.3.5.1 Contractor shall provide access to County PHI/PI/PIT, as well as internal practices and records related to
County PHI/PI/PU, 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.
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
14.3.6.1.2
14.3.6.1.3
Agreements.
Contractor shall email COR and HHSA Privacy Officer immediately of breaches and
suspected privacy incidents involving 500 or more individuals.
Contractor shall additionally submit an online County "Privacy Incident Report" through
the online portal at www.cosdcompliance.org within one (1) business day.
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14.3.7
14.3.8
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
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.
Designation oflndividuals. Contractor shall designate a Privacy Official and a Security Official to oversee its privacy
and security requirements herein.
Data Security. Contractor shall comply with, as applicable, data privacy and security requirements specified by
HIPAA and the State Agreements, which may include, but are not limited to:
14.3.8.1 Workforce members, including employees, interns, volunteers, subcontractors, etc., with access to
applicable County PHI/PI/PII shall:
14.3.8.1.1 Complete privacy and security training to include a signed certification within thirty
(30) days of hire, and at least annually thereafter; and
14.3.8.1.2 Sign a confidentiality statement, prior to access to such PHI/PI/PII; and
14.3.8.2 Computer warning banners for all systems containing applicable County PHI/PI/PU
14.3.8.3 Comprehensive, annual security risk assessments
14.3.8.4 Policies and internal controls to ensure secure transport and storage of County PHI/PI/PII in cars,
airplanes, trains, and buses.
14.3.8.5 Sufficient administrative, physical, and technical controls in place to protect County PHI/PI/PII
14.3.9 Termination. Upon tennination of the Agreement for any reason, Contractor shall return or destroy all County
PHI/PU/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.
ARTICLE 15
DISPUTES
Notwithstanding any provision of this Agreement to the contrary, the Contracting Officer shall decide any dispute concerning a
question of fact arising out of this Agreement that is not otherwise disposed of by the parties within a reasonable period of time.
The decision of the Contracting Officer shall be final and conclusive unless determined by a court of competent jurisdiction to have
been fraudulent, capricious, arbitrary or so grossly erroneous as necessarily to imply bad faith. Contractor shall proceed diligently
with its performance hereunder pending resolution by the Contracting Officer of any such dispute. Nothing herein shall be construed
as granting the Contracting Officer or any other administrative official, representative or board authority to decide questions of law,
or issues regarding the medical necessity of treatment or to pre-empt any medical practitioners' judgment regarding the medical
necessity of treatment of patients in their care. The foregoing does not change the County's ability to refuse to pay for services
rendered if County disputes the medical necessity of care.
ARTICLE 16
GENERAL PROVISIONS
16.1 Assignment and Subcontracting. Contractor shall not assign any interest in this Agreement, and shall not transfer any interest
in the same (whether by assignment or novation), without the prior written consent of the County; County's consent shall not
be unreasonably withheld. The Contractor shall make no agreement with any party for furnishing any of the work or services
herein contained without the prior written consent of the COR, pursuant to Paragraph 1.4.
16.2 Contingency. This Agreement shall bind the County only following its approval by the Board of Supervisors or when signed
by the Purchasing and Contracting Director.
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 Sections and Exhibits. All sections and exhibits referred to herein are attached hereto and incorporated by reference.
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COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
16.5 Further Assurances. Parties agree to perfonn 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.
16.6 Governing Law. This Agreement shall be governed, interpreted, construed and enforced in accordance with the laws of the
State of California.
16.7 Headings. The Article captions, Clause 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.
16.8 Modification Waiver. Except as otherwise provided in Article 6, "Changes," above, no modification, waiver, amendment or
discharge of this Agreement shall be valid unless the same is in writing and signed by both parties.
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 ofreceipt 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
thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent
pennitted by law.
16.13 Successors. Subject to the limitations on assignment set forth in Clause 16.1 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 tenn, 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 perfonnance 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 perfonnance 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 Infonnation (PI), Personally Identifiable
Infonnation (PII) and/or Personal Health Information (PHI); fraud, waste and/or abuse of Agreement funds; unethical
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COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
conduct; or violation of any portion of San Diego County Board of Supervisors Policy C-25 "Drug & Alcohol Use" 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. Unless prohibited by applicable State or federal law, Contractor shall notify
County within one business day of receipt of any material complaints including but not limited to complaints referring to
issues of abuse or quality of care, submitted to Contractor orally or in writing, regarding the operation of Contractor's program
or facility under this Agreement. Contractor shall take appropriate steps to acknowledge receipt of said complaint(s) from
individuals or organizations. Contractor shall take appropriate steps to utilize appropriate forums to address or resolve any
such complaints received. 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, pennitted 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
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. At a minimum, background checks shall be in compliance with
Board of Supervisors Policy C-28, available on the County of San Diego website, and are required for any individuals
identified above who will be providing services under this Agreement or who will be assigned to sensitive positions funded
by this Agreement. 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 ofany client. If this Agreement
includes Article 14, Contractor must also adhere to requirements contained in Article 1_4.
Contractor shall have a documented process for reviewing the infonnation and dete1mine if criminal history demonstrates
behavior that could create an increased risk of ham, to clients. Contractor 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 during employee or volunteer' tenue or perform
criminal history annually.
16.21.2 Contractor shall keep the documentation of their review and consideration of the individual's criminal history on
file in accordance with paragraph 13.4 "Maintenance of Records."
16.21.3 Definitions
A. Activities of Daily Living: The basic tasks of everyday life, such as eating, bathing, dressing, toileting, and
transferring.
B. Minor: Individuals under the age of eighteen (18) years old.
C. Sensitive Position: A job with responsibilities that can be criminally abused at great hann to the Agreement
or the clients served. All positions that (I) physically supervise minors or vulnerable adults, (2) have
unsupervised physical contact with minors or vulnerable adults, or (3) have fiduciary responsibility to a
County client or direct access to, or control over client bank accounts, or serve in a financial capacity to the
County client.
D. Vulnerable Adult: (I) 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 pennanent 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 hann that could be perpetrated
against them.
E. Volunteer: A person who performs a service willingly and without pay.
16.22 Health Insurance. Contractors providing direct services to the public shall ask if the client and any minor(s) for whom they
are responsible have health insurance coverage. If the response is "no" for client or minor(s) the Contractor shall refer the
client to Covered California at https://www.coveredca.com/ or to 1-800-300-1506.
16.23 Survival. The following sections or articles of this Agreement shall survive the expiration or earlier termination of this
Agreement: Sections 8.1, 8.13, 8.14, 8.15, 8.21, 10.1, 11.1, 11.2, and 11.4, and Articles 7 and 13.
I
I
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COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
SIGNATURE PAGE·
AGREEMENT TERM. The initial tenn of this Agreement shall begin the 1st day of February 2020 and end on June 30, 2020.
("Initial Term").
OPTION TO EXTEND. The County shall have the option to extend the term of this Agreement for 3 increments of 1 year(s)
· each for a total of 3 years beyond the expiration of the Initial Tem1, not to exceed June 30, 2023, pursuant to Exhibit C Pricing
Schedule or other applicable pricing provisions of this Agreement. Unless County notifies Contractor in writing not less than thirty
(30) days prior to the expiration date that tlte County does not intend to extend the Agreement, the Agreement will be automatically
extended for the next option period.
Options to Extend For One To Six Additional Months at End of Agreement. County shall also have the option to extend the
term of this Agreement, in one or more increments, for a total of no less than one (1) and no more than six (6) calendar
months ("Incremental Options"). The County may exercise each Incremental Option by providing written notice to
Contractor no fewer than fifteen (15) calendar days prior to expiration of this Agreement. The rates in effect at the time an
Incremental Option is exercised shall apply during the term of the Incremental Option. ·
COMPENSATION: Pursuant to Exhibit C or other applicable pricing provisions of this Agreement, County agrees to pay
Contractor a sum not to exceed one hundred thirty-six thousand, six hundred ten dollars and sixty-six cents ($136,610.66) for the
initial term of this Agreement and a sum not to exceed two hundred thirty-six thousand, three hundred ninety-five dollars and
eighty-eight cents ($236,395.88) for each of the 3 one-year option periods, for a maximum Agreement amount of eight hundred
forty-five thousand, seven hundred ninety-eight dollars and thirty cents ($845,798.30), in accordance with the method of payment
stipulated in Article 4.
COR. The County has designated the following individual as the Contracting Officer's Representative (''COR")
Patricia Rollin, Administrative Analyst III
5560 Overland Avenue, Ste. 310
San Diego, CA 92123
Phone 858-505-6533 and email Patricia.Rollin@sdcounty.ca.gov
CONTRACTOR'S REPRESENTATIVE. The Contractor has designated the following individual as the Contractor's
Representative.
Margaret Hamer, Recreation Area Manager
799 Pine A venue
Carlsbad, CA 92008
Phone 760-602-4682, FAX 760-434-5088 and Email Margaret.Hamer@carlsbadca.gov
IN WI1NESS WHEREOF, County and Contractor have executed this Agreement effective as of the date of the last signature
below.
COUNTY OF SAN DIEGO
. PELLEGRINO, Director
Department of Purchasing and Contracting
Date: 1-31-10
S · f·f g ua Oli
Services Template Page 23 of SO
CITY OF CARLSBAD
Date:_, (;--'-"3""-'-,t(r-=2,(}'-'-____ _
APPROVED AS TO FORM
Celia A. Brewer, Ci~ Attorney
{!,-e--1,ic;C,u_, /c_ Mutudun-er-____ ...._ ___ _
Asst/Deputy City Attorney
City of Carlsbad, CA ·
rev 3/i/2018 vS.l
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-STATEMENT OF WORK
CONGREGATE MEALS WITH TRANSPORTATION IN THE NORTH COASTAL REGION
1. Scope of Work/Purpose
Contractor shall provide nutritionally sound meals to individuals sixty (60) years of age and older living
throughout San Diego County and may provide transportation to and from the congregate dining site. The meals
shall be provided in a congregate (group setting) at Senior Dining Centers. There is no charge to the senior for
these services, but Contractor shall provide the opportunity for the senior to make a contribution at a suggested
donation amount. The eligible population for Title III C-1. As defined as individuals sixty (60) years of age or
older, with emphasis on those in greatest economic and social need with particular attention to low-income
minority older individuals, older individuals with Limited English Proficiency (LEP), and older individuals
residing in rural areas.
2. Background Information
The Senior Nutrition Program, which began in the County of San Diego in 197 5, is funded through Title III of the
Older Americans Act, a federal program administered by State and County governments and operated under
rules, policies, and regulations of the California Department of Aging (CDA). County of San Diego Health and
Human Services Agency (HHSA), Aging & Independence Services (AIS), as the designated Area Agency on
Aging, oversees this program. Nutrition services assist older individuals to live independently by promoting
better health and reduced isolation through a program of coordinated congregate meals, home-delivered meals,
transportation and supportive services. In fiscal year 20l7/2018 various contractors served approximately 7,500
clients with lunches at several sites throughout the county, and many contractors also served approximately
2,300 clients with home-delivered meals. Breakfast is also provided at some sites and to some home-delivered
meal recipients.
Live Well San Diego Vision: The County of San Diego, Health and Human Service Agency (HHSA), supports
the Live Well San Diego vision of Building Better Health, Living Safely, and Thriving. Live Well San Diego,
developed by the County of San Diego, is a comprehensive, innovative regional vision that combines the efforts
of partners inside and outside County government to help all residents be healthy, safe, and thriving. All HHSA
partners and contractors, to the extent feasible, are expected to advance this vision. Building Better Health
focuses on improving the health of residents and supporting healthy choices. Living safely seeks to ensure
residents are protected from crime and abuse, neighborhoods are safe, and communities are resilient to disasters
and emergencies. Thriving focuses on promoting a region in which residents can enjoy the highest quality of
life.
On December 13, 2016, the San Diego County Board of Supervisors at the recommendation of Chainnan Ron
Roberts and Supervisor Greg Cox unanimously voted to establish the Live Well San Diego Food System
Initiative (Initiative), which positions the County of San Diego to take on a greater role in the advancement of a
safe, healthy, and robust food system. As part of the Initiative, the County Board of Supervisors also received
the Eat Well Practices, a guide for expanding healthy, local and sustainable food and beverage options for the
County. The County updated this policy to reflect the San Diego County Board of Supervisors' direction as well
as United States Department of Agriculture (USDA) regulations, General Services Administration's Wellness
and Sustainability requirements and Center for Disease Control's Smart Food Choices: How to Implement Food
Service Guidelines in Public Facilities.
Infonnation about Live Well San Diego can be found on the County's website and a website dedicated to the
v1s10n:
U http://www.sdcounty.ca.gov/hhsa/programs/sd/live well san diego/index.html
2.2 http://www.LiveWelISD.org
3. Goals
3 .1 Contractor shall provide the services described herein to accomplish the following goals:
3 .1.1 Assist individuals sixty (60) years of age and older to live independently by promoting better health
and reduced isolation as a result of the Senior Nutrition Program, a program of coordinated
congregate meals and transportation to and from congregate meal sites.
3.2 Contractor shall comply with the Regulations/Standards that apply to the Title IIIC Elderly
Exhibit A-Statement of Work Page 24 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-STATEMENT OF WORK
CONGREGATE MEALS WITH TRANSPORTATION IN THE NORTH COASTAL REGION
Nutrition Program(ENP).
3 .2.1 Regulation websites are as follows:
California Code of Regulations -Title 22, Division 1.8
California Retail Food Code (CRFC)
California Welfare and Institutions Code
https ://www.acl.gov/ about-acl/ authorizing-statutes/ o lder-americans-act
https://www.aging.ca.gov/PM/ (For Year 2012-PM12-l 7(P) and attachment)
Occupational Safety and Health Administration(OSHA)
Dieta1y Guidelines for Americans 2015 (DGA) CDA Standard Agreement
4. Deliverables
4.1 Meals.
4.1.1 Meals shall be planned in accordance with:
4.1.1.1 Title 22, Social Security, Division 1 .8 California Department of Aging, Chapter 4 (1)
Title III Programs -Program and Service Provider Requirements, Article 5. Title III C-
Elderly Nutrition Program (herein referred to as Title 22) Section 7638.5 Nutrition
Requirements of Meals:
https://www.aging.ca.gov/ProgramsProviders/AAA/Nutrition/Code of Regulations/
4.1.1.2 CDA Program Memo 12-17 (P) Nutrition Older Americans Act Nutrition Services
Menu Guidance for Compliance with Dietary Guidelines for Americans, 2010:
https://www.aging.ca.gov/PM/ (For Year 2012-PM12-17(P) and attachment).
4.1.2 Each meal shall contain at least one-third (1/3) of the current Dietary Reference Intakes (DRis)
as established by the Food and Nutrition Board, Institute ofMedicine, National Academy of
Sciences (2007), which are incorporated by reference.
http://www.nationalacademies.org/hmd/-/media/Files/ Activity%20Files/Nutrition/D RI-
Tables/2 %20RDA %20and%20AI%20Values Vitamin%20and%20Elements.pdf?la=en
4.1.2.1 If the program provides two (2) meals per day, second meal shall be different from the
first meal and a minimum of two-thirds (2/3) of the DRI shall be provided.
4.1.3 Meals shall comply with the Dietary Guidelines for Americans (20 I 5, 8th edition) established by
the U.S. Department of Agriculture and the U.S. Department of Health and Human Services.
http://fnic.nal.usda.gov/dietary-guidance/dietary-guidelines
4 .1 .4 Contractor shall submit menus to the County's Registered Dietitian for review and approval four
(4) weeks prior to the start of the month. Menus shall reflect cultural and ethnic dietary needs of
participants, when feasible and appropriate.
4.1.5 Contractor shall meet, when feasible, the Guidelines for Congregate/Custodial Meal Programs in
the Eat Well Standards and shall not supersede Section 4.1.1 above.
http://www.livewellsd.org/content/dam/livewell/topics/Eat-W ell-
Practices/PDFs EatW ell/Eat%20Well%20Practices.pdf
Exhibit A -Statement of Work Page 25 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-STATEMENT OF WORK
CONGREGATE MEALS WITH TRANSPORTATION IN THE NORTH COASTAL REGION
4.1.6 Contractor shall include, when feasible, the use of locally grown foods and identify potential
partnerships with local producers and providers oflocally grown foods.
4.1.7 Contractor shall ensure that each food facility has equipment necessary for preparing and serving
meals that are safe and of good quality.
4.1.8 The County's Registered Dietitian shall provide input, review, and approval of the menus to
ensure compliance with Title 22 CCR 7634.3 (d)(I) and Title 22 CCR 7638.
4.2 Congregate Meals. Contractor shall provide the maximum number of meals annually, pursuant to Exhibit
C, to eligible seniors in a congregate setting a minimum of five (5).days per week. A lesser frequency must
be approved in advance by the County.
4.2.1 Contractor shall complete an initial client assessment to determine the eligibility of participants.
Factors include age and nutrition screening assessments. All assessments shall be made available
to the Contracting Officer's Representative (COR) and County's Registered Dietitian upon
request.
4.2.2 Contractor shall complete a reassessment on an annual basis prior to or on the date of the original
assessment.
4.2.3 Participants shall not be means tested [OAA 3 l 5(b)(3)].
4.2.4 Contractor shall have a paid staff member or a trained volunteer responsible for the day-to-day
activities at each site, and be physically present on site during the time nutrition program activities
are taking place.
4.2.5 Contractor shall ensure that each congregate meal site has equipment, including tables and chairs
that is sturdy and appropriate for older individuals. Tables shall be arranged to assure ease of
access and encourage socialization. (Title 22 s7638.l(b)(3).
4.2.6 All congregate nutrition sites shall be open and accessible to the public.
4.2.7 Contractor shall ensure that eligible individuals with ADA accessibility requirements are not
excluded from, or restricted in, participating in the program.
4.2.7. I All sites shall be ADA accessible. CDA Standard Agreement Exhibit D. Article II, C.3
4.2.7.1.1 Americans with Disabilities Act (ADA) regulations and design:
https://www.ada.gov/
4.2.7.2 Contractor shall make accommodations for individuals with ADA accessibility
requirements.
4.2.8 Contractor shall post monthly menus at the congregate site in a location easily seen by participants,
be legible and in the language of the majority of the participants. Daily meal(s) shall match the
County's Registered Dietitian approved menu.
4.3 Transportation. Contractor shall provide units of transportation annually, pursuant to Exhibit C, to eligible
program participants. Contractor shall count each trip to or from a senior dining center for participation
in the meal program as a one-way trip.
4.3.1 Contractor's staff and/or volunteers providing transportation services shall possess a current and
valid driver's license issued by the State of California, and Contractor shall maintain a copy(ies) of
said licenses on site for review by COR. Drivers shall maintain the appropriate type of California
license for the type and size of the vehicle being driven to transport passengers
4.4 Nutrition Education. Contractor shall provide a minimum of four (4) nutrition education programs per
contract year to participants in each of Contractor's congregate sites.
4.4.1 Nutrition Education services shall be provided in accordance with Title 22, Section 7638.11
Nutrition Education Services for Participants.
Exhibit A-Statement of Work Page 26 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-STATEMENT OF WORK
CONGREGATE MEALS WITH TRANSPORTATION IN THE NORTH COASTAL REGION
4.4.2 Nutrition Education shall include teaching participants about healthful food choices, balancing
food and physical activity, and promoting behaviors recommended in the Dietary Guidelines for
Americans.
4.4.3 An annual needs assessment shall be performed by the Contractor to determine the nutrition
education services needed by congregate meal and transportation participants.
4 .4 .4 The County's Registered Dietitian shall provide input, review and approve the content of nutrition
education prior to presentation.
4.4.5 Contractor shall develop an annual nutrition education plan which shall be implemented,
monitored by the County's Registered Dietitian and kept on file for review by the County. The
plan shall meet the requirements of Title 22, Section 763 8.11 Nutrition Education Services for
Participants.
5. Target Population and Geographic Service Area
5.1 Contractor shall provide services to eligible population for Title III C-1 and Title III B. As defined as
individuals sixty (60) years of age or older, with emphasis on those in greatest economic and social need
with particular attention to low-income minority older individuals, older individuals with Limited English
Proficiency (LEP), and older individuals residing in rural areas. The areas identified as greatest economic
and social need are in red on the AIS Senior Nutrition Map:
http:// sdcounty .m aps.arcgis. com/ apps/webappviewer/index.html ?id=c I da92cfb82d4 294a 73 5 6e2965 3 I Of()
f
5.2 Client address must be in the following zip codes to qualify as a Rural Area:
5.2.1 91905-Boulevard
5.2.2 91906-Campo
5 .2.3 919 I 6 -Descanso
5.2.4 91917 -Dulzura
5.2.5 91934-Jacumba
5.2.6 91935-Jamul
5.2.7 91962 -Pine Valley
5.2.8 91963-Potrero
5.2.9 91980-Tecate
5.2.10 92003 -Bonsall
5.2.11 92004 -Borrego Springs/Ocotillo Wells
5.2.12 92036 -Julian
5.2.13 92059 -Pala
5.2.14 92061 -Pauma Valley, Pala
5.2.15 92066 -Ranchita, Warner Springs
5.2.16 92070-San Ysabel
5.2.17 92082 -Valley Center
5.2.18 92068 -Warner Springs
5.3 Contractor shall post congregate dining site location(s), days of service, hours of service and type(s) of
meal served (breakfast and/or lunch) on Contractor's website.
5.3.1 Congregate Meal Site:
North Coastal Region: Carlsbad Senior Center, 799 Pine Avenue, Carlsbad, CA 92008, Monday
through Friday, 11 :45 am to 1 :00 pm (Lunch)
6. Payment for Services
Exhibit A-Statement of Work Page 27 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-STATEMENT OF WORK
CONGREGATE MEALS WITH TRANSPORTATION IN THE NORTH COASTAL REGION
6.1 Contractor shall submit a monthly claim for the actual service deliverables for the prior month to the COR
by the fifteenth (15th) of the following month.
6.1.1 Invoices/Claims will not be processed for payment until COR-approved, which will occur once
all required information is included and submitted to COR.
6.2 Funding Components: Fiscal Terms and Conditions. The Senior Nutrition Program is funded by the
following components and follow the fiscal terms and conditions listed below:
6.2.1 Older Americans Act (OAA)/California Department of Aging (CDA) Title III Allocation. This
funding is allocated as follows:
6.2.1.1 State of California Title III C-1 Funding Stream. This is the fixed supplemental rate
dollar amount for a portion of Contractor's congregate meals costs. Payments are
monthly compensation payments to Contractor for the provision of congregate meals
according to Exhibit A, Statement ofWork
6.2.1.2 State of California Title III B Funding Stream. This is the fixed supplemental rate
dollar amount for a portion of Contractor's transportation costs. Payments are monthly
compensation payments to Contractor for the provision of transportation ( one-way
trips) services according to Exhibit A, Statement of Work.
6.2.2 Nutrition Services Incentive Program (NSIP). This is the fixed supplemental rate dollar amount
for incentive payments from the NSIP. NSIP payments are monthly incentives based on the
number of meals served per Exhibit C -Pricing Schedule. This amount will be determined
annually by the County, based on funds received from the State and Contractor's prior year's
performance (i.e., meals served). NSIP funds shall only be used to purchase food to be used in
the Senior Nutrition Program and not to meet cost sharing or to match funds for any other
federal program.
6.2.3 One-Time-Only {OTO) Allocation. OTO allocations are one-time annual monetary awards for
the purchase of equipment/vehicle that enhances the delivery of services to the eligible
population which are directly related to the Senior Nutrition Program. OTO awards are based
on funds received from the State of California, and must be approved in advance by the County.
Contractor shall procure the goods or services by utilizing competitive measures, and provide
documentation ofreceiving three (3) or more quotes to substantiate fair and reasonable pricing.
County will reimburse costs upon submission of receipts with the invoice in the month
following the month in which the expenditure(s) occurred.
6.2.4 Contractor's program income. Program income means revenue generated by the Contractor
from contract supported activities and may include:
6.2.4.1 Voluntary contributions received from a participant or other party for services
received.
6.2.4.2 Income from usage or rental fees of real or personal property acquired with grant
funds or funds provided under this Agreement.
6.2.4.3 Royalties received on patents and copyrights from contract supported activities.
6.2.4.4 Proceeds from the sale of items purchased under a CDA contract agreement. No
equipment purchased with CDA funds will be sold without preapproval from the
County and theCDA.
6.2.4.5 Contractor shall not receive funds from another source for the cost of the same meal,
equipment, or services [2 CFR 200.403(f)][45 CFR 75.403(f)] and OAA Title VI. In
order to avoid duplicate reimbursement, Contractor shall not claim the cost of the
same meal, equipment or services from another funding source.
6.2.5 Contractor's other revenue, such as fundraising and other donations. The fixed supplement
rates are determined to offset the cost of providing services based on and subject to availability
of funds from the State of California, California Department of Aging (CDA). Said
compensation is not designed to fully fund the Senior Nutrition Program. Funding provided by
Exhibit A-Statement of Work Page 28 of50
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-STATEMENT OF WORK
CONGREGATE MEALS WITH TRANSPORTATION IN THE NORTH COASTAL REGION
County is only intended to supplement meal cost.
6.2.6 The County shall have the authority to increase or reduce the contract compensation, via the
issuance of an amendment, signed by the County's Director of Purchasing and Contracting.
6.2. 7 Contractor shall create a waiting list only when Contractor projects to serve over the contracted
amount allocated in Exhibit C. If Contractor projections determines a need to establish a
waiting list Contractor shall provide written notification to COR within twenty-four hours {24)
prior to establishing a waiting list and provide the following:
6.2.7.1 Justification as to why eligible individuals are being placed on waiting list.
6.2.7.2 Justification of the ranking of the eligible individual placement on the waiting list
shall be based on greatest need and/or in accordance with Contractor's established
policy and approved by COR. Copy of policy shall be provided to COR annually.
7. General Requirements for Service Delivery
7.1 Contractor's food services shall comply with the California Code of Regulations, Title 22, The California
Retail Food Code(CRFC)
(https://www.cdph.ca.gov/Programs/CEH/DFDCS/CDPH%20Document%20Library/FDB/FoodSafetyP
rogram/C aliforniaRetailF oodCode.pdf)
7.2 Contractor shall comply with the Division of Occupational Safety and Health (Cal/OSHA), Department
oflndustrial Relations requirements (https :/ /www.dir.ca.gov/dosh/) regarding staff and participant safety.
7.3 Contractor shall possess and maintain a valid health permit from the County of San Diego Department of
Environmental Health (http://www.sdcounty.ca.gov/deh/) for food preparation sites and shall post the
permit as required. A copy of a valid health permit for a subcontracted Caterer or Vendor must be kept
on file by the Contractor,
7.4 Food preparation is defined as packaging, processing, assembling, portioning, or any operation that
changes the fonn, flavor or consistency of food.
7.5 A Limited Service Charitable Feeding Site Registration from the County of San Diego Department of
Environmental Health (http://www.sdcounty.ca.gov/dehD is required for satellite sites and catered meal
sites where no food preparation is taking place.
7.6 The County's Registered Dietitian shall conduct announced and unannounced site visits to food
preparation and congregate meal sites quarterly for compliance with the above stated regulations.
7.7 Contractor shall provide County-supplied SNAP/CalFresh program information to all senior nutrition
clients as the information is available.
7.8 Contractor shall ensure policies that support tobacco-free environments are in place, which includes:
7.8.1 Smoke-free entrances.
7.8.2 Smoke-free facilities (no designated smoking areas).
7.8.3 No smoking signs are posted at all entrances/exits.
7 .9 Staff and Volunteer Orientation and Training.
7.9. l All of Contractor staff, paid and volunteer, shall be oriented and trained to perform their
assigned responsibilities and tasks per Title 22 CCR 7636.5 (a)-(f).
7 .9. l.l At a minimum, training shall include:
Exhibit A-Statement of Work
7.9.1.1.1
7.9.1.1.2
Food safety, prevention offoodborne illness, and HACCP principles.
Accident prevention, instruction on fire safety, first aid, choking,
earthquake preparedness, and other emergency procedures.
Page 29 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-STATEMENT OF WORK
CONGREGATE MEALS WITH TRANSPORTATION IN THE NORTH COASTAL REGION
7.9.1.2 Contractor shall provide a minimum of four (4) hours of in-service staff training
annually to paid and volunteer congregate and home delivered meal staff.
7 .9 .1.3 Contractor shall provide a yearly written plan that shall be developed, implemented
and maintained by the Contractor that identify who is to be trained, who will conduct
training, content and date scheduled.
7.9.1.4 The County's Registered Dietitian shall review and approve the content of the
staff/volunteer training prior to presentation.
7.9.1.5. Contractor training sessions shall be evaluated by those receiving the training and
attendance records shall be maintained and on file.
7 .9 .1 Contractor shall ensure all staff and volunteers are trained in elder abuse awareness and know how
and when to report if they suspect an elder may have symptoms of abuse or neglect. Contractor
shall contact local law enforcement or call 1-800-510-2020 to report suspected elder abuse.
7.9.2 Contractor shall comply with the Division of Occupational Safety and Health (Cal/OSHA),
California Department of Industrial Relations requirements regarding staff and participant
safety. All Contractor facilities are subject to inspection and approval.
7.10 Performance Expectations. Contractor shall maintain ninety-five percent (95%) compliance with service
levels stated in this Agreement. A Performance Improvement Plan may be required to be submitted by
Contractor if Contractor consistently (i.e., three (3) consecutive months or more) falls below ninety percent
(90%) of the service levels. Service levels shall be reviewed monthly, quarterly, and annually by
Contractor and County staff. Failure to bring service levels up to the contracted levels may result in re-
negotiation of the contracted service levels or termination of the contract. The Exhibit C -Pricing
Schedule may be revised to be commensurate with the lower level of service(s).
7.11 Reference to AIS. All printed materials, publicity, and media outreach prepared or conducted by
Contractor shall include a reference to County of San Diego Health and Human Services Agency (HHSA),
Aging & Independence Services (AIS) as the funding source. County of San Diego logos shall be included
as appropriate. Copies of publicity materials related to programs identified in this contract shall be
provided to the COR in advance for pre-approval as referenced in Section 16.18 of the contract.
7.12 Match. Contractor shall provide a minimum of an eleven point eleven percent (11.11 %) match for
program costs in cash or in-kind contributions. In-kind contributions are defined as the value of non-cash
contributions donated to support the project or program (e.g., property, service, etc.).
7.13 Cultural Competence and Diversity. Contractor shall support the County of San Diego, Health and
Human Services Agency, Aging & Independence Services (AIS) through organizational and systematic
practices demonstrating cultural competence and diversity. Contractor shall have an employee training
plan that addresses these competencies and shall provide a copy to the COR annually. All services
provided shall be oriented to meet the linguistic and cultural needs of the diverse clients to be served.
7.14 Vehicles. Contractor shall provide their own vehicles to deliver meals to nutrition sites and/or to transport
clients to congregate sites unless vehicles are provided by the County. Vehicles may be provided by
County, through this Agreement based on need and the availability of funding but are not guaranteed.
Contractor shall comply with all rules and regulations of the State of California Department of Motor
Vehicles, the California Code of Regulations, the California Retail Food Code, Exhibit B -Insurance
Requirements, Exhibit B-1 -Vehicle Usage Agreement and a separate usage, maintenance, and
operations agreement which shall be incorporated herein.
7 .15 AIS Contractor Meetings. AIS may schedule Contractor meetings on an as-needed basis pertaining to the
needs of the contract requirements. Contractor shall have at least one representative present at all
meetings. These meetings are at the discretion of AIS and will be held at the AIS office at 5560 Overland
Ave, San Diego, CA 92123 and location is subject to change if needed.
7 .16 Detailed Budget. Contractor shall use the Nutrition Contract Budget Template to submit a detailed budget
Exhibit A-Statement of Work Page 30 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-STATEMENT OF WORK
CONGREGATE MEALS WITH TRANSPORTATION IN THE NORTH COASTAL REGION
with line items to the COR on an annual basis no later than July 1st of each fiscal year
8 Specific Requirements for Service Delivery
8.9 Meal Service. Contractor shall:
8.9 .1 Provide a hot or other appropriate meal approved by the County Registered Dietitian that meets
minimum nutrition requirements, served a minimum of five (5) or more days a week in a
congregate setting that is open to the public [45 CFR 1321.53(b)(3)].
8.9.2 Each meal shall comply with the most recent DGA and provide each participating older
individual:
8.9.2.1 A minimum of33 1/3 percent DRis per meal if the program provides one meal per
day.
8.9.2.2 A minimum of 66 2/3 percent DRis per meal if the program provides 2 meals per day.
8.9.2.3 If providing multiple meals per day, program shall ensure that each participant is
receiving both meals, or that each of the meals provides 33 1/3 percent DRis
8.10 Staffing/ Administration. Contractor shall maintain an adequate number of qualified persons to assure the
satisfactory implementation of: program leadership; program planning; provision of nutrition services;
transportation; outreach and other services; volunteer activities; financial and contract management; data
collection for required federal, State and County reports and records. Notification of program changes
must be made to the County within twenty-four (24) hours when said changes will affect the delivery
of services to the participants.
8.10.1 Contractor shall comply with Title 22 Section 7636.3 Staff Qualifications.
https :/ /www .aging.ca.gov/ProgramsProviders/ AAA/Nutrition/Code of Regulations/
8.11 Meal Contributions by Eligible Participants. Eligible persons receiving nutrition services shall be given
the opportunity to contribute to the cost of the service provided and shall detennine for themselves what
they are able to contribute. Contractor shall post a suggested donation amount. Contractor shall not deny
services to any person because of failure to contribute [OAA 315(b)(4)]22CCR 7638.9]. Methods to
receive contributions shall ensure anonymity and protect the privacy and confidentiality of each recipient
with respect to the recipient's contribution or lack of contribution. Contractor shall provide a 30-day
notification to participants of increases in recommended donations.
8.11.1 Contractor shall establish written procedures to protect contributions and fees from loss,
mishandling, and theft. Such procedures shall be kept on file at Contractor's site, and provided
to the COR annually for pre-approval.
8.11.2 Contributions are considered program income and shall be used in support of the nutrition program.
8.11.3 Meal participants shall be informed that there is no obligation to contribute and contributions are
purely voluntary.
8.12 Meal Charges for Staff and Guests under Sixty (60) Years of Age. Contractor may serve meals to staff
andguests under sixty (60) years of age if doing so shall not deprive an eligible participant of a meal.
These individuals shall pay at least the full cost of the meal. Contractor shall post the price for guests
under sixty (60) years ofage.
8.12.1 Charges for meals are considered program income and shall be used in support of the nutrition
program.
8.13 Records, Reports and Distribution lnfonnation. Contractor shall maintain a system for the collection of
data that will accurately reflect the Contractor's program and financial operations, will meet requirements
with respect to confidentiality, and fulfill the infonnation required by this contract.
8.13.1 Contractor shall have a clear sign-in process utilized at each meal. Guests under sixty (60) years
of age shall be recorded separately or in a way that clearly indicates they are under sixty (60)
years of age.
Exhibit A-Statement of Work Page31 ofSO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-STATEMENT OF WORK
CONGREGATE MEALS WITH TRANSPORTATION IN THE NORTH COASTAL REGION
8.13.2 Contractor shall report all program income and match to the County on a monthly basis.
8.14 Holidays. A maximum of twelve (12) recognized holiday closings will be allowed per year. A holiday
schedule must be submitted to the COR at the beginning of each fiscal year for pre-approval, no later than
thirty (30) days after the start of the new fiscal year. Additional closures will be handled on a case-by-
case basis and require a minimum of thirty (30) days advance notice to the County.
8.6.1 If more than twelve (12) holiday closings are taken, Contractor must make up the days lost.
8.15 Data Collection and Reporting.
8.15.1 Contractor shall utilize the AIS-identified automated data collection system to:
8.7.1.1 Register and maintain all CDA required client demographic and assessment data for all
active clients. AIS Client Intake & Assessment Form shall be used to collect required
information.
8.7.1.2 Track and report all service unit delivery data (via bar-coding and manual data entry) on
an on-going basis.
8.15.2 Contractor shall maintain and report accurate daily meal counts, nutrition education, and
transportation units in the County-identified automated data collection system.
8.15.3 Contractor shall submit monthly summary reports of the information listed in 8.7 and claims to
the designated COR by the fifteenth (15th) of the month following the month in which the
services were provided. Claims will be paid upon successful determination of reconciled data as
mentioned in paragraphs 8.7.1.1 and 8.7.1.2.
8.15.4 Contractor shall submit a completed report of actual costs expended for each service category at
the end of each contract fiscal year for the term of the contract, as requested by the County, in the
form and format as provided by COR.
8.16 Customer Satisfaction Survey. Contractor shall annually obtain the views of participants regarding the
services received through the development and utilization of a customer satisfaction survey.
8.16.1 Contractor shall provide a summary report of the results of the satisfaction survey to the COR
by the fifteenth (15th) of the month following the completion of the survey cycle.
8.16.2 Contractor shall make all survey results available to COR upon request.
8.17 Grievance Procedure. Contractor shall develop a written grievance process per Title 22 CCR 7400(a)(2)-
(3) for clients to report grievances pertaining to the nutrition program, inclusive of the complainant's
rights to privacy. The process shall be posted in a visible and accessible area of each congregate site.
Homebound individuals shall be notified of the grievance process in writing. Contractor shall provide
copy to COR annually for pre-approval.
9 Disaster Preparedness
9 .1 As a provider of critical services to seniors and individuals with ADA accessibility requirements during a
disaster, each multipurpose senior center and each senior center, as defined in subdivisions G) and (n) of
Section 9591 (n) "Senior center" means a community focal point on aging, where older individuals as
individuals or in groups come together for services and activities which enhance their dignity, support their
independence, and encourage their involvement in and with the community. Senior center programs consist
of a variety of services and activities in areas, such as education, creative arts, recreation, advocacy,
leadership development, employment, health, nutrition, social work, and other supportive services.
WELFARE AND INSTITUTIONS CODE -WIC
DIVISION 8.5. MELLO-GRANLUND OLDER CALIFORNIANS ACT [9000 -9750] ( Division 8.5
Exhibit A-Statement of Work Page 32 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-STATEMENT OF WORK
CONGREGATE MEALS WITH TRANSPORTATION IN THE NORTH COASTAL REGION
repealed and added by Stats. 1996, Ch. 1097, Sec. 13. )
CHAPTER 9.5. Multipurpose Senior Centers And Senior Centers Emergency Operations Plans [9625-
9625.] ( Chapter 9.5 added by Stats. 2006, Ch. 620, Sec. 2.)
9.2 Contractorshall:
9.2.1 Develop and maintain a written emergency operations plan to ensure preparedness and the ability
to continue to deliver services during and post-disaster. Contractor shall submit the plan for
review and pre-approval by COR annually and shall keep the plan on site.
9.2.1.1
9.2.1.2
9.2.1.3
9.2.1.4
9.2.1.5
9.2.1.6
9.2.1.7
9.2.1.8
9.2.1.9
9.2.1.10
This emergency operation plan shall include, but not be limited to, all of the
following:
Facility preparation procedures to identify the location of first aid supplies, secure all
furniture, appliances, and other free-standing objects, and provide instructions for
operating gas and water shutoff valves.
An inventory of neighborhood resources that shall include, but not be limited to, the
identification and location of all the following nearby resources:
9 .2 .1.3 .1 Generators
9.2.1.3.2 Telephones
9.2.1.3.3 Hospitals and public health clinics
9 .2 .1.3 .4 Fire stations and police stations
Evacuation procedures, including procedures to accommodate those who will need
assistance in evacuating the center. This evacuation plan shall be located in an area
that is accessible to the public.
Procedures to accommodate seniors, individuals with ADA accessibility
requirements, and other community members in need of shelter at the senior center,
in the event that other community facilities are inoperable.
Personnel resources necessary for post disaster response.
Procedures for conducting periodic evacuation drills, fire drills, and earthquake drills.
Procedures to ensure service continuation after a disaster.
Consideration of cultural and linguistic barriers in emergency and evacuation plans,
and ways to appropriately address those barriers.
9 .2.1.9. I In the development of the emergency operations plans required by this
chapter, multipurpose senior centers and senior centers shall coordinate
with the local Area Agency on Aging, as defined in Section 9006, and
other relevant agencies and stakeholders.
(Amended by Stats. 2013, Ch. 352, Sec. 537. (AB 1317) Effective
September 26, 2013. Operative July 1, 2013, by Sec. 543 of Ch. 352.)
Where feasible and appropriate, make arrangements for the availability of meals to
participants during a major disaster, as defined in 42 U.S.C. 5122(2).
9.3 Provide the County with the following:
9.3.1 Primary and secondary emergency contact phone numbers.
9.3.2 Status updates, upon request, during and post-disaster, including the following at aminimum:
9.3.2.1.1
9.3.2.1.2
9.3.2.1.3
Exhibit A-Statement of Work
Operability of sites and/or services.
Services provided to the target population.
Service capacity.
Page 33 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-1-STATEMENT OF WORK
HOME DELIVERED MEALS IN THE NORTH COASTAL REGION
1. Scope of Work/Purpose
Contractor shall provide nutritionally sound meals to individuals sixty (60) years of age and older living
throughout San Diego County by providing home delivery to frail seniors. There is no charge to the senior for
these services, but Contractor shall provide the opportunity for the senior to make a contribution at a suggested
donation amount. The eligible population for Title III C-2. As defined as individuals sixty (60) years of age or
older, with emphasis on those in greatest economic and social need with particular attention to low-income
minority older individuals, older individuals with Limited English Proficiency (LEP), and older individuals
residing in rural areas.
2. Background Information
The Senior Nutrition Program, which began in the County of San Diego in 1975, is funded through Title III of the
Older Americans Act, a federal program administered by state and county governments and operated under
rules, policies, and regulations of the California Department of Aging (CDA). County of San Diego Health and
Human Services Agency (HHSA), Aging & Independence Services (AIS), as the designated Area Agency on
Aging, oversees this program. Nutrition services assist older individuals to live independently by promoting
better health and reduced isolation through a program of coordinated congregate meals, home-delivered meals,
transportation and supportive services. In fiscal year 2017/2018 various contractors served approximately 7,500
clients with lunches at several sites throughout the county, and many contractors also served approximately
2,300 clients with home-delivered meals. Breakfast is also provided at some sites and to some home-delivered
meal recipients.
Live Well San Diego Vision: The County of San Diego, Health and Human Service Agency (HHSA), supports
the Live Well San Diego vision of Building Better Health, Living Safely, and Thriving. Live Well San Diego,
developed by the County of San Diego, is a comprehensive, innovative regional vision that combines the efforts
of partners inside and outside County government to help all residents be healthy, safe, and thriving. All HHSA
partners and contractors, to the extent feasible, are expected to advance this vision. Building Better Health
focuses on improving the health of residents and supporting healthy choices. Living Safely seeks to ensure
residents are protected from crime and abuse, neighborhoods are safe, and communities are resilient to disasters
and emergencies. Thriving focuses on promoting a region in which residents can enjoy the highest quality of
life.
On December 13, 2016, the San Diego County Board of Supervisors at the recommendation of Chairman Ron
Roberts and Supervisor Greg Cox unanimously voted to establish the Live Well San Diego Food System
Initiative (Initiative), which positions the County of San Diego to take on a greater role in the advancement of a
safe, healthy, and robust food system. As part of the Initiative, the County Board of Supervisors also received
the Eat Well Practices, a guide for expanding healthy, local and sustainable food and beverage options for the
County. The County updated this policy to reflect the San Diego County Board of Supervisors' direction as well
as United States Department of Agriculture (USDA) regulations, General Services Administration's Wellness
and Sustainability requirements and Center for Disease Control's Smart Food Choices: How to Implement Food
Service Guidelines in Public Facilities.
Information about Live Well San Diego can be found on the County's website and a website dedicated to the
vision:
2.1. http://www.sdcounty.ca.gov/hhsa/programs/sd/live well san diego/index.html
2.2. http://www.LiveWellSD.org
3. Goals
3.1 Contractor shall provide the services described herein to accomplish the following goals:
3.1.1 Assist individuals sixty (60) years of age and older to live independently by promoting better
health and reduced isolation as a result of the Senior Nutrition Program, a program of
coordinated home-delivered meals and referrals to appropriate supportive services.
Exhibit A-1-Statement of Work Page 34 of50
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-] -STATEMENT OF WORK
HOME DELIVERED MEALS IN THE NORTH COASTAL REGION
3.2 Contractor shall comply with the Regulations/Standards that apply to the Title IIIC Elderly
Nutrition Program(ENP).
3 .2.1 Regulation websites are as follows:
California Code of Regulations Title 22, Division 1.8
California Retail Food Code (CRFC)
California Welfare and Institutions Code
https :/ /www.acl.gov/ about-acl/ authorizing-statutes/ o lder-americans-act
https://www.aging.ca.gov/PM/ (For Year 2012-PM12-l 7(P) and attachment)
Occupational Safety and Health Administration (OSHA)
Dietary Guidelines for Americans 2015 (DGA) CDA Standard Agreement
4. Deliverables
4.1 Meals.
4.1.1 Meals shall be planned in accordance with:
4.1.1.1 Title 22, Social Security, Division 1.8 California Department of Aging, Chapter 4
( 1) Title III Programs -Program and Service Provider Requirements, Article 5. Title
III C-Elderly Nutrition Program (herein referred to as Title 22) Section 7638.5
Nutrition Requirements of Meals:
https://www.aging.ca.gov/ProgramsProviders/AAA/Nutrition/Code of Regulations/
4.1.1.2 CDA Program Memo 12-17 (P) Nutrition Older Americans Act Nutrition Services
Menu Guidance for Compliance with Dietary Guidelines for Americans, 2010:
https://www.aging.ca.gov/PM/ (For Year 2012-PM12-l 7(P) and attachment)
4.1.2 Each meal shall contain at least one-third (l/3) of the current Dietary Reference Intakes (DRis)
as established by the Food and Nutrition Board, Institute ofMedicine, National Academy of
Sciences (2007), which are incorporated by reference.
https :/ /www .ncbi .nlm.nih. gov /books/NBK56068/tab le/summarytab Jes. t2/?report=o bj ectonly
4.1.2.l If the program provides two (2) meals per day, second meal shall be different from
the first meal and a minimum of two-thirds (2/3) of the DRI must be provided.
4.1.3 Meals shall comply with the Dietary Guidelines for Americans (2015, 8th edition) established by
the U.S. Department of Agriculture and the U.S. Department of Health and Human Services.
http://fnic.nal.usda.gov/dietary-guidance/dietary-guidelines
4.1.4 Contractor shall submit menus to the County's Registered Dietitian for review and approval
four (4) weeks prior to the start of the month. Menus shall reflect cultural and ethnic dietary
needs of participants, when feasible and appropriate.
4.1.5 Contractor shall meet, when feasible, the Guidelines for Congregate/Custodial Meal Programs
in the Eat Well Standards and shall not supersede Section 4.1.1 above.
http://www.1 i vewellsd. org/ content/ dam/livewell/topi cs/Eat-Well-
Practices/PD F s EatWell/Eat%20Well%20Practices.pdf
4.1.6 Contractor shall include, when feasible, the use of locally grown foods and identify potential
Exhibit A-I -Statement of Work Page 35 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-I -STATEMENT OF WORK
HOME DELIVERED MEALS IN THE NORTH COASTAL REGION
partnerships with local producers and providers of locally grown foods.
4.1.7 Contractor shall ensure that the food facility where Home Delivered Meals are produced has
equipment necessary for the preparation and packaging ofprepared_meals.
4.1.8 The County's Registered Dietitian shall provide input, review, and approval of the menus to
ensure compliance with Title 22 CCR 7634.3 (d)(l) and Title 22 CCR 7638.
4.2 Home-Delivered Meals. Contractor shall provide the maximum number of home-delivered meals
annually, pursuant to Exhibit C, to seniors a minimum of five (5) days per week delivered between the
hours of 10 a.m. and 2 p.m. Any deliveries outside of this time period require County approval in
advance.
4.2.1 Contractor shall assess the level ofneed for home-delivered nutrition services of each eligible
participant.
4.2.1.1 Eligibility of seniors are defined as frail needing assistance with 2 or more Activities
of Daily Living (ADLs) and homebound. ADLs include human assistance and/or
verbal cues with personal hygiene, dressing, eating, using a restroom and transferring
oneself.
4.2.1.2 The initial assessment may be conducted by telephone, and a written assessment shall
be conducted in the participant's home within two (2) weeks of initiation of services,
and shall include an assessment of the type of meal (e.g., hot, cold, frozen) that is
appropriate for the participant in their living environment, determining the need for a
second meal if option is available and the estimated timeframe for home-delivered
meals service needed.
4.2.1.3 A reassessment of the participant's need shall be completed quarterly and a
reassessment in the participant's home shall be conducted at least every other quarter.
Contractors are encouraged to direct seniors to congregate meal programs if/when they
no longer meet the home-delivered meal eligibility criteria.
4.2.1.4 An older individual eligible for receiving home-delivered meals shall be assessed for
need for nutrition-related supportive services, and referred as necessary.
4.2.1.5 All assessments and reassessments shall be updated on the data collection website and
shall be made available to Contracting Officer's Representative (COR) upon request.
4.2.2 Participants shall not be means tested [OAA 315(b)(3)].
4.2.3 Contractor shall provide written instructions for handling and re-heating of the cold or frozen
meal in the language of the participant receiving the meal.
4.2.4 Home-Delivered Meals Drivers. Contractor's staff and/or volunteers providing home delivery
shall possess a current and valid driver's license issued by the State of California, and Contractor
shall maintain a copy(ies) of said licenses on site for review by COR. Drivers shall maintain
the appropriate type of California license for the size vehicle used to transport food and comply
with the State of California, Department of Motor Vehicle requirements.
4.2.5 Waiting List. Contractor shall have a written procedure in place to address how they will
prioritize the most-at-risk seniors when contractor is unable to provide meals to eligible
individuals. Documentation of this procedure will be submitted to the COR. Contractor shall
report the number of seniors on their wait list on a monthly basis.
4.3 Nutrition Education. Contractor shall provide a minimum of four (4) nutrition education programs per
Exhibit A-I -Statement of Work Page 36 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-1 -STATEMENT OF WORK
HOME DELIVERED MEALS IN THE NORTH COAST AL REGION
contract year to participants in each of Contractor's home-delivered meal programs.
4.3.1 Contractor shall develop an annual nutrition education plan which shall be implemented,
monitored the County's Registered Dietitian and kept on file for review by the County. The plan
shall meet the requirements of Title 22, Section 763 8.11 Nutrition Education Services for
Participants.
4.3.2 Nutrition Education services shall be provided in accordance with Title 22, Section 7638.11
Nutrition Education Services for Participants.
4.3.3 Nutrition Education shall include teaching participants about healthful food choices, balancing
food and physical activity, and promoting behaviors recommended in the Dietary Guidelines for
Americans.
4.3.4 An annual needs assessment shall be performed by the Contractor to determine the nutrition
education services needed by home delivered meal participants.
4.3.5 The County's Registered Dietitian shall provide input, review and approve the content of
nutrition education prior to presentation.
5. Target Population and Geographic Service Area
5.1. Contractor shall provide services to eligible population for Title III C-2. As defined as individuals sixty
(60) years of age or older, with emphasis on those in greatest economic and social need with particular
attention to low-income minority older individuals, older individuals with Limited English Proficiency
{LEP), and older individuals residing in rural areas. The areas identified as greatest economic and social
need are in red on the AIS Senior Nutrition Map:
http:// sdcounty .maps.arcgis. com/ apps/webappviewer/index.html ?id=c 1da92ctb82d4294a 73 5 6e2965 3 l 0fOf
5 .2. Client address must be in the following zip codes to qualify as a Rural Area:
5.2.1. 91905 -Boulevard
5.2.2. 91906-Campo
5.2.3. 91916-Descanso
5.2.4. 91917-Dulzura
91934-Jacumba
91935 -Jamul
91962 -Pine Valley
91963 -Potrero
91980 -Tecate
92003 -Bonsall
5.2.5.
5.2.6.
5.2.7.
5.2.8.
5.2.9.
5.2.10.
5.2.11.
5.2.12.
5.2.13.
5.2.14.
5.2.15.
5.2.16.
5.2.17.
5.2.18.
92004-Borrego Springs/Ocotillo Wells
92036-Julian
92059-Pala
92061-Pauma Valley, Pala
92066 -Ranchita, Warner Springs
92070 -San Ysabel
92082 -Valley Center
92068 -Warner Springs
5.3. Contractor shall post Home-delivered meal zip codes, street and/or physical boundaries on Contractor's
website.
5.3.l. Home Delivered Meal zip codes in the North Coastal Region: 92010, 92008, 92011 and 92009
6. Payment for Services
6.1 Contractor shall submit a monthly claim for the actual service deliverables for the prior month to the COR
Exhibit A-1-Statement of Work Page 37 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-1-STATEMENT OF WORK
HOME DELIVERED MEALS IN THE NORTH COAST AL REGION
by the fifteenth (15th) of the following month.
6.1. l Invoices/Claims shall not be processed for payment until COR-approved, which will occur once
all required information is included and submitted to COR.
6.2 Funding Components: Fiscal Terms and Conditions. The Senior Nutrition Program is funded by the
following components and follow the fiscal terms and conditions listed below:
6.2.1 Older Americans Act (OAA)/Califomia Department of Aging (CDA) Title III Allocation. This
funding is allocated as follows:
6.2.1.l State of California Title III C-2 Funding Stream. This is the fixed supplemental rate
dollar amount for a portion of Contractor's home-delivered meal costs. Payments are
monthly compensation payments to Contractor for the provision of home-delivered
meals according to Exhibit A and A-1, Statement of Work.
6.2.2 Nutrition Services Incentive Program (NSIP). This is the fixed supplemental rate dollar amount for
incentive payments from the NSIP. NSIP payments are monthly incentives based on the number
of meals served per Exhibit C -Pricing Schedule. This amount will be determined annually by
the County, based on funds received from the State and Contractor's prior year's performance
(i.e., meals served). NSIP funds shall only be used to purchase food to be used in the Senior
Nutrition Program and not to meet cost sharing or to match funds for any other federal program.
6.2.3 One-Time-Only (OTO) Allocation. OTO allocations are one-time annual monetary awards for the
purchase of equipment/vehicle that enhances the delivery of services to the eligible population
which are directly related to the Senior Nutrition Program. OTO awards are based on funds
received from the State of California, and must be approved in advance by the County. Contractor
shall procure the goods or services by utilizing competitive measures, and provide documentation
of receiving three (3) or more quotes to substantiate fair and reasonable pricing. County will
reimburse costs upon submission of receipts with the invoice in the month following the month
in which the expenditure(s) occurred.
6.2.4 Contractor's program income. Program income means revenue generated by the Contractor from
contract-supported activities and may include:
6.2.4.1 Voluntary contributions received from a participant or other party for services
received.
6.2.4.2 Income from usage or rental fees of real or personal property acquired with grant
funds or funds provided under this Agreement.
6.2.4.3 Royalties received on patents and copyrights from contract-supported activities.
6.2.4.4 Proceeds from the sale of items purchased under a CDA contract agreement. No
equipment purchased with CDA funds will be sold without preapproval from the
County and theCDA.
6.2.4.5 Contractor shall not receive funds from another source for the cost of the same meal,
equipment, or services [2 CFR 200.403(f)][45 CFR 75.403(f)] and OAA Title VI. In
order to avoid duplicate reimbursement, Contractor shall not claim the cost of the
same meal, equipment or services from another funding source.
6.2.5 Contractor's other revenue, such as fundraising and other donations. The fixed supplement rates
are determined to offset the cost of providing services based on and subject to availability of funds
from the State of California, California Department of Aging (CDA). Said compensation is not
designed to fully fund the Senior Nutrition Program. Funding provided by County is only intended
to supplement meal cost.
6.2.6 The County shall have the authority to increase or reduce the contract compensation, via the
Exhibit A-1-Statement of Work Page 38 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-I -STATEMENT OF WORK
HOME DELIVERED MEALS IN THE NORTH COASTAL REGION
issuance of an amendment, signed by the County's Director of Purchasing and Contracting.
6.2.7 Contractor shall create a waiting list only when Contractor projects to serve over the contracted
amount allocated in Exhibit C. If Contractor projections determines a need to establish a waiting
list Contractor shall provide written notification to COR within twenty-four hours (24) prior to
establishing a waiting list and provide the following:
6.2.7.1
6.2.7.2
Justification as to why eligible individuals are being placed on waiting list
Justification of the ranking of the eligible individual placement on the waiting list shall
be based on greatest need and/or in accordance with Contractor's established policy
and approved by COR. Copy of policy shall be provided to COR annually.
7. General Requirements for Service Delivery
7.1 Contractor's food services shall comply with the California Code of Regulations, Title 22, The
California Retail Food Code (CRFC)
https://www.cdph.ca.gov/Programs/CEH/DFDCS/CDPH%20Document%20Librm:y/FDB/FoodSafetyPr
ogram/MEHKO/CAUFORNIA %20RETAIL %20FOOD%20CODE%202019.pdf
7.2 Contractor shall comply with the Division of Occupational Safety and Health (Cal/OSHA), Department
oflndustrial Relations requirements (https://www.dir.ca.gov/dosh/) regarding staff and participant
safety.
7.3 Contractor shall possess and maintain a valid health permit from the County of San Diego Department of
Environmental Health (http://www.sdcounty.ca.gov/deh0 for food preparation sites and shall post the
pennit as required. A copy of a valid health permit for a subcontracted Caterer or Vendor must be kept on
file on by the Contractor.
7.4 Food preparation is defined as packaging, processing, assembling, portioning, or any operation that
changes the form, flavor or consistency of food.
7.5 The County's Registered Dietitian shall conduct announced and unannounced site visits to food
preparation facilities and meal delivery sites for compliance with the above stated regulations.
7.6 Contractor shall provide County-supplied SNAP/CalFresh program information to all senior nutrition
clients as the information is available.
7.7 Contractor shall ensure policies that support tobacco-free environments are in place, which includes:
7.7.1 Smoke-free entrances.
7.7.2 Smoke-free facilities (no designated smoking areas).
7.7.3 No smoking signs are posted at all entrances/exits.
7. 8 Staff and Volunteer Orientation and Training.
7.8.1 All of Contractor staff, paid and volunteer, shall be oriented and trained to perform their
assigned responsibilities and tasks per Title 22 CCR 7636.5 (a)-(t).
7 .8.1.1 At a minimum, training shall include:
7 .8.1.1.1 Food safety, prevention of food borne illness, and HACCP principles.
7.8.1.1.2 Accident prevention, instruction on fire safety, first aid, choking,
earthquake preparedness, and other emergency procedures.
7.8.1.2 Contractor shall provide a minimum of four (4) hours of in-service staff training
Exhibit A-I-Statement of Work Page 39 of 50
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-1-STATEMENT OF WORK
HOME DELIVERED MEALS IN THE NORTH COASTAL REGION
annually to paid and volunteer congregate and home delivered meal staff.
7.8. l .3 Contractor shall provide a yearly written plan that shall be developed, implemented
and maintained by the Contractor that identifies who shall to be trained, who shall
conduct training, content and date scheduled.
7.8.1.4 The County's Registered Dietitian shall review and approve the content of the
staff/volunteer training prior to presentation.
7.8.1.5 Contractor training sessions shall be evaluated by those receiving the training and
attendance records shall be maintained and on file.
7.8.2 Contractor shall ensure all staff and volunteers are trained in elder abuse awareness and know how
and when to report if they suspect an elder may have symptoms of abuse or neglect. Contractor
shall contact local law enforcement or call 1-800-510-2020 to report suspected elder abuse.
7.8.3 Contractor shall comply with the Division of Occupational Safety and Health (Cal/OSHA),
California Department of Industrial Relations requirements regarding staff and participant safety.
All Contractor facilities are subject to inspection and approval.
7.9 Performance Expectations. Contractor shall maintain ninety-five percent (95%) compliance with service
levels stated in this Agreement. A Performance Improvement Plan may be required to be submitted by
Contractor if Contractor consistently (i.e., three (3) consecutive months or more) falls below ninety percent
(90%) of the service levels. Service levels shall be reviewed monthly, quarterly, and annually by
Contractor and County staff. Failure to bring service levels up to the contracted levels may result in re-
negotiation of the contracted service levels or termination of the contract. The Exhibit C -Pricing
Schedule may be revised to be commensurate with the lower level of service(s ).
7.10 Reference to AIS. All printed materials, publicity, and media outreach prepared or conducted by
Contractor shall include a reference to County of San Diego Health and Human Services Agency (HHSA),
Aging & Independence Services (AIS) as the funding source. County of San Diego logos shall be included
as appropriate. Copies of publicity materials related to programs identified in this contract shall be
provided to the COR.
7.1 I Match. Contractor shall provide a minimum of an eleven point eleven percent (11.11 %) match for
program costs in cash or in-kind contributions. In-kind contributions are defined as the value ofnon-cash
contributions donated to support the project or program (e.g., property, service, etc.).
7.12 Cultural Competence and Diversity. Contractor shall support the County of San Diego, Health and
Human Services Agency, Aging & Independence Services (AIS) through organizational and systematic
practices demonstrating cultural competence and diversity. Contractor shall have an employee training
plan that addresses these competencies and shall provide a copy to the COR annually. All services
provided shall be oriented to meet the linguistic and cultural needs of the diverse clients to be served.
7 .13 Vehicles. Contractor shall provide their own vehicles to deliver meals to nutrition sites and/or to transport
clients to congregate sites unless vehicles are provided by the County. Vehicles may be provided by
County, through this Agreement based on need and the availability of funding but are not guaranteed.
Contractor shall comply with all rules and regulations of the State of California Department of Motor
Vehicles, the California Code of Regulations, the California Retail Food Code, Exhibit B -Insurance
Requirements, Exhibit B-1 -Vehicle Usage Agreement and a separate usage, maintenance, and
operations agreement which shall be incorporated herein.
7.14 AIS Contractor Meetings. AIS may schedule Contractor meetings on an as-needed basis pertaining to the
needs of the contract requirements. Contractor shall have at least one representative present at all
meetings. These meetings are at the discretion of AIS and will be held at the AIS office at 5560 Overland
Ave, San Diego, CA 92123 and location is subject to change ifneeded.
7.15 Detailed Budget. Contractor shall use the Nutrition Contract Budget Template to submit a detailed budget
with line items to the COR on an annual basis no later than July I st of each fiscal year.
Exhibit A-1-Statement ofWork Page 40 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-1 -STATEMENT OF WORK
HOME DELIVERED MEALS IN THE NORTH COASTAL REGION
8. Specific Requirements for Service Delivery
8.1 Meal Service. Contractor shall:
8.1.1 Provide hot or other appropriate meal that meets minimum nutrition requirements [45 CFR
1321.53(b)(3)]. Meals to participants who are homebound must be made available a minimum
of five days per week, and frozen meals for the weekend or holidays may be delivered during
the week. Meals shall be prepared, packaged, served and delivered in a manner which complies
with local public health laws and regulations, and in consideration of the clients being served.
8.1.2 Each meal shall comply with the most recent DGA and provide each participating older
individual:
I. A minimum of33 1/3 percent DRls per meal if the program provides one meal per day.
2. A minimum of66 2/3 percent DRls per meal if the program provides 2 meals per day.
3. If providing multiple meals per day, program shall ensure that each participant is
receiving both meals, or that each of the meals provides 33 1/3 percent DRls.
8.1.3 Meal delivery can occur less frequently only with prior approval from COR, but meals shall be
made available a minimum of five days per week, and frozen meals for weekend or holidays.
8.2 Staffing/ Administration. Contractor shall maintain an adequate number of qualified persons to assure the
satisfactory implementation of: program leadership; program planning; provision of nutrition services;
outreach and other services; volunteer activities; financial and contract management; data collection for
required federal, State and County reports and records. Notification of program changes must be made
to the County within twenty-four {24) hours when said changes will affect the delivery of services
to the participants.
8.2.1 Contractor shall comply with Title 22 Section 7636.3 Staff
Qualifications.
https://www.aging.ca.gov/ProgramsProviders/AAA/Nutrition/Code of Regulations/
8.2.2 All Contractor staff, paid and volunteer, shall be oriented and trained to perform their assigned
responsibilities and tasks per Title 22 CCR 7636.5 (a)(e).
8.3 Meal Contributions by Eligible Participants. Eligible persons receiving nutrition services shall be given
the opportunity to contribute to the cost of the service provided and shall determine for themselves what
they are able to contribute. Contractor shall provide written information regarding the suggested donation
amount. Contractor shall not deny services to any person because of failure to contribute [OAA
315(b)(4)]22CCR 7638.9]. Methods to receive contributions shall ensure anonymity and protect the
privacy and confidentiality of each recipient with respect to the recipient's contribution or lack of
contribution. Contractor shall provide a 30-day notification to participants of increases in recommended
donations.
8.3.1 Contractor shall establish written procedures to protect contributions and fees from loss,
mishandling, and theft. Such procedures shall be kept on file at Contractor's site, and provided
to the COR annually for pre-approval.
8.3.2 Contributions are considered program income and shall be used in support of the nutrition
program.
8.3.3 Meal participants shall be informed that there is no obligation to contribute and contributions
are purely voluntary.
8.4 Records, Reports and Distribution Infonnation. Contractor shall maintain a system for the collection of
data that will accurately reflect the Contractor's program and financial operations, will meet requirements
Exhibit A-I -Statement of Work Page41 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-1 -STATEMENT OF WORK
HOME DELIVERED MEALS IN THE NORTH COAST AL REGION
with respect to confidentiality, and fulfill the infonnation required by this contract.
8.4.1 Contractor shall maintain accurate daily home delivered meal logs that record each meal
delivered to each participating seniors.
8.4.2 Contractor shall report all program income and match to the County on a monthly basis.
8.5 Holidays. A maximum of twelve (12) recognized holiday closings will be allowed per year. A holiday
schedule shall be submitted to the COR at the beginning of each fiscal year, no later than thirty (30) days
after the start of the new fiscal year. Additional closures will be handled on a case-by-case basis and
require a minimum of thirty Qfil_days advance notice to the County.
8.5.1 If more than twelve (12) holiday closings are taken, Contractor must make up the days lost.
8.6 Data Collection and Reporting.
8.6.1 Contractor shall utilize the AIS-identified automated data collection system to:
8.6.1.1 Register and maintain all CDA required client demographic and assessment data for all
active clients. AIS Client Intake & Assessment Form can be used to collect required
information.
8.6.1.2 Track and report all service unit delivery data (via bar-coding and manual data entry)
on an on-going basis.
8.6.2 Contractor shall maintain and report accurate daily meal counts and nutrition education units in the
County-identified automated data collection system.
8.6.3 Contractor shall submit monthly summary reports of the information listed in 8.6 and claims to
the designated COR by the fifteenth (15th) of the month following the month in which the
services were provided. Claims will be paid upon successful determination of reconciled data as
mentioned in paragraphs
8.6.1.1 and 8.6.1.2.
8.6.4 Contractor shall submit a completed report of actual costs expended for each service category at
the end of each contract fiscal year for the term of the contract, as requested by the County, in the
form and format as provided by AIS.
8.7 Customer Satisfaction Survey. Contractor shall annually obtain the views of participants regarding the
services received through the development and utilization of a customer satisfaction survey.
8.7.1 Contractor shall provide a summary report of the results of the satisfaction survey to the COR by
the fifteenth (15th) of the month following the completion of the survey cycle.
8.7.2 Contractor shall make all survey results available to COR upon request.
8.8 Grievance Procedure. Contractor shall develop a written grievance process per Title 22 CCR
7400(a)(2)(3) for clients to report grievances pertaining to the nutrition program, inclusive of the
complainant's rights to privacy. Homebound individuals shall be notified of the grievance process in
writing. A copy of the grievance procedure shall be provided to the COR annually for pre-approval.
9. Meal Preparation Site Closure Plan
9. I As a provider of services to home bound seniors and persons with ADA accessibility requirements Contractor
shall:
9 .1.1 Establish and maintain a Meal Preparation Site Closure Plan to ensure preparedness and the ability
to continue to deliver services if at all possible. Contractor shall provide a copy to COR annually
for pre-approval and keep the plan on file with Contractor.
Exhibit A-I-Statement of Work Page 42 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT A-1 -STATEMENT OF WORK
HOME DELIVERED MEALS IN THE NORTH COAST AL REGION
9 .1.2 If Contractor is unable to provide delivery services due to unanticipated site closure Contractor
shall notify COR within twenty-four (24) hours and initiate the established plan to provide
projected timeline when delivery services shall resume.
9.1.3 Provide the County with the following:
9 .1.3 .I Primary and secondary emergency contact phone numbers.
9.1.3.2 Status updates, upon request, including the following at aminimum:
9 .1.3 .2.1 Services provided to the target population.
9.1.3.2.2 Service capacity.
Exhibit A-I -Statement of Work Page 43 of 50
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT B -INSURANCE REQUIREMENTS
Without limiting Contractor's indemnification obligations to County, Contractor shall provide at its sole expense and
maintain for the duration of this contract, or as may be further required herein, insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of the work hereunder
and the results of the work by the Contractor, his agents, representatives, employees or subcontractors.
1. Minimum Scope oflnsurance
Coverage shall be at least as broad as:
A. Commercial General Liability, Occurrence fonn, Insurance Services Office form CG000I.
B. Automobile Liability covering all owned, non-owned, hired auto Insurance Services Office form CA000J.
C. Automobile Physical Damage providing ACV Comprehensive and Collision on Program vehicles.
D. Workers' Compensation, as required by State of California and Employer's Liability Insurance.
2. Minimum Limits oflnsurance
Contractor shall maintain limits no less than:
A. Commercial General Liability including Premises, Operations, Products and Completed Operations,
Contractual Liability, and Independent Contractors Liability: $2,000,000 per occurrence for bodily injury,
personal injury and property damage. The General Aggregate limit shall be $4,000,000.
B. Automobile Liability: $5,000,000 each accident for bodily injury and property damage.
C. Automobile Physical Damage: Coverage shall include a Loss Payable clause to the County of San Diego.
Maximum deductible of $2,500 per occurrence
C. Employer's Liability: $1,000,000 each accident for bodily injury or disease. Coverage shall include waiver of
subrogation endorsement in favor of County of San Diego.
If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires
and shall be entitled to the broader coverage and/or higher limits maintained by the Contractor. As a requirement of
this contract, any available insurance proceeds in excess of the specified minimum limits and coverage stated above,
shall also be available to the County of San Diego.
3. Deductibles and Self-Insured Retentions
Any self-insured retention must be declared to and approved by County Risk Management.
4. Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain the following
provisions:
A. Additional Insured Endorsement
The County of San Diego, the members of the Board of Supervisors of the County and the officers, agents,
employees and volunteers of the County, individually and collectively are to be covered as additional insureds
on the General Liability policy with respect to liability arising out of work or operations perfonned by or on
behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or
operations and automobiles owned, leased, hired or borrowed by or on behalf of the Contractor. General
Liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as
broad as ISO from CG 2010 1 I 85 or both CG 2010, CG 2026, CG 2033, or CG 2038; and CG 2037 fonns if
later revisions used).
B. Primary Insurance Endorsement
For any claims related to this contract, the Contractor's insurance coverage, including any excess liability
policies, shall be primary insurance at least as broad as ISO CG 2001 04 13 as respects the County, the
members of the Board of Supervisors of the County and the officers, agents, employees and volunteers of the
Exhibit B -Insurance Requirements Page 44 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT B -INSURANCE REQUIREMENTS
County, individually and collectively. Any insurance or self-insurance maintained by the County, its officers,
employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.
C. Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the
County.
D. Severability of Interest Clause
Coverage applies separately to each insured, except with respect to the limits of liability, and that an act or
omission by one of the named insureds shall not reduce or avoid coverage to the other named insureds.
General Provisions
5. Qualifying Insurers
All required policies of insurance shall be issued by companies which have been approved to do business in the State
of California by the State Department oflnsurance, and which hold a current policy holder's alphabetic and financial
size category rating of not less than A, VII according to the current Best's Key Rating guide, or a company of equal
financial stability that is approved in writing by County Risk Management.
6. Evidence oflnsurance
Prior to commencement of this Contract, but in no event later than the effective date of the Contract, Contractor shall
furnish the County with a copy of the policy declaration and endorsement pages along with the certificates of insurance
and amendatory endorsements effecting coverage required by this clause. Policy declaration and endorsement pages
shall be included with renewal certificates and amendatory endorsements submissions and shall be furnished to County
within thirty days of the expiration of the term of any required policy. Contractor shall pennit County at all reasonable
times to inspect any required policies of insurance.
7. Failure to Obtain or Maintain Insurance; County's Remedies
Contractor's failure to provide insurance specified or failure to furnish certificates of insurance and amendatory
endorsements or failure to make premium payments required by such insurance, shall constitute a material breach of
the Contract, and County may, at its option, terminate the Contract for any such default by Contractor.
8. No Limitation of Obligations
The foregoing insurance requirements as to the types and limits of insurance coverage to be maintained by Contractor,
and any approval of said insurance by the County are not intended to and shall not in any manner limit or qualify the
liabilities and obligations otherwise assumed by Contractor pursuant to the Contract, including, but not limited to, the
provisions concerning indemnification.
9. Review of Coverage County retains the right at any time to review the coverage, form and amount of insurance
required herein and may require Contractor to obtain insurance reasonably sufficient in coverage, form and amount to
provide adequate protection against the kind and extent of risk which exists at the time a change in insurance is
required.
10. Self-Insurance
Contractor may, with the prior written consent of County Risk Management, fulfill some or all of the insurance
requirements contained in this Contract under a plan of self-insurance. Contractor shall only be permitted to utilize
such self-insurance if in the opinion of County Risk Management, Contractor's (i) net worth, and (ii) reserves for
payment of claims of liability against Contractor, are sufficient to adequately compensate for the lack of other
insurance coverage required by this Contract. Contractor's utilization of self-insurance shall not in any way limit
liabilities assumed by Contractor under the Contract.
11. Subcontractors' Insurance
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated
herein, and Contractor shall ensure that County is an additional insured on insurance required from subcontractors.
Such Additional Insured endorsement shall be attached to the certificate of insurance in order to be valid and on a
Exhibit 8-Insurance Requirements Page 45 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT B -INSURANCE REQUIREMENTS
form at least as broad as ISO from CG 2010 11 85 or both CG 2010, CG 2026, CG 2033, or CG 2038; and CG 2037
forms if later revisions used. If any sub contractor's coverage does not comply with the foregoing provisions,
Contractor shall defend and indemnify the County from any damage, loss, cost, or expense, including attorneys' fees,
incurred by County as a result of subcontractor's failure to maintain required coverage.
12. Waiver of Subrogation
Contractor hereby grants to County a waiver of their rights of subrogation which any insurer of Contractor may acquire
against County by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be
necessary to affect this waiver of subrogation. The Workers' Compensation policy shall be endorsed with a waiver of
subrogation in favor of the County for all work perfonned by the Contractor, its employees, agents and subcontractors.
Exhibit B -Insurance Requirements Page 46 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT C -PRICING SCHEDULE
COMPENSATION: The compensation listed below is not designed to fully fund the program. The fixed supplemental
rates are developed annually based on funding and determined to offset the cost of providing services. These rates are
subject to availability of funding from the State of California, California Department of Aging (CDA) and can change
annually. A completed report of actual costs ( closeout report) expended shall be submitted at the end of the fiscal year.
BASE PERIOD February 1, 2020 -June 30, 2020
Total Contractor's Proposed County's Fixed
Services Number of Supplemental (Multiply the # of Match
Service Meals Rate Service Meals by the (Multiply the total by County Supplemental
Rate or Incentive 11.11 % for total
Payment for the total) contractor match)
Congregate Meals 15,083 $4.96 $74,811.68 $8,311.58
Home-Delivered Meals 6,903 $4.76 $32,858.28 $3,650.55
Transportation
(Number of proposed 2,197 $5.75 $12,632.75 $1,403.50
Congregate Meals)
Incentive Payments*
(Number of proposed 15,083 $0.77 $11,613.91 NIA
Congregate Meals)
Incentive Payments*
(Number of proposed Home-6,903 $0.68 $4,694.04 NIA
Delivered Meals)
GRAND TOTAL: $136,610.66 $13,365.63
*Nutrition Services Incentive Payment (NSIP) dollar amounts are estimates ONLY and may be adjusted based on actual prior year
number of meals served.
1. Cost Reimbursement
1.1. Contractor may be reimbursed for items purchased under this agreement in accordance with SOW paragraph 6.2.3 for One-
Time-Only (OTO) Funds.
1.2. OTO Funds are based funds received from the State of California. The County cannot guarantee the receipt of the funds and
all expenditures must be approved in advance by the County.
1.3. Contractor shall procure County approved goods and services through competitive measures further defined in SOW
paragraph 6.2.3.
1.3 .1. Contractor shall provide a log of purchases made during the billing period and provide with an invoice for
reimbursement. Information provided shall include:
1.3 .1.1. Description of item purchased
1.3 .1.2. Description of competitive measures taken to make said purchase
1.3 .1.2.1. Back up documentation providing competitive measures were taken.
1.3.1.3. Total Price ofitem(s) purchased
1.3.1.4. Date ofitems(s) purchased
Exhibit C -Pricing Schedule Page 47 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT C -PRICING SCHEDULE
OPTION 1 -July 1, 2020 -June 30, 2021
Total
Proposed County's Fixed
Services Number of Supplemental (Multiply the # of
Contractor's
Match
Service Meals Rate Service Meals by the (Multiply the total by County Supplemental 11.11 % for total Rate or Incentive
Payment for the total) contractor match)
Congregate Meals 24,112 $4.96 $119,595.52 $13,287.06
Home-Delivered Meals 12,498 $4.76 $59,490.48 $6,609.39
Transportation
(Number of proposed 5,260 $5.75 $30,245.00 $3,360.22
Congregate Meals)
Incentive Payments*
(Number of proposed 24,112 $0.77 $18,566.24 NIA
Congregate Meals)
Incentive Payments*
(Number of proposed Home-12,498 $0.68 $8,498.64 NIA
Delivered Meals)
GRAND TOTAL: $236,395.88 $23,256.67
*Nutrition Services Incentive Payment (NSIP) dollar amounts are estimates ONLY and may be adjusted based on
actual prior year nwnber of meals served.
1. Cost Reimbursement
1.1. Contractor may be reimbursed for items purchased under this agreement in accordance with SOW
paragraph 6.2.3 for One-Time-Only (OTO) Funds.
1.2. OTO Funds are based funds received from the State of California. The County cannot guarantee the
receipt of the funds and all expenditures must be approved in advance by the County.
1.3. Contractor shall procure County approved goods and services through competitive measures further
defined in SOW paragraph 6.2.3.
1.3 .1. Contractor shall provide a log of purchases made during the billing period and provide with an
invoice for reimbursement. Information provided shall include:
1.3 .1.1. Description of item purchased
1.3 .1.2. Description of competitive measures taken to make said purchase
1.3.1.2.1. Back up documentation providing competitive measures were taken.
1.3 .1.3. Total Price of item( s) purchased.
1.3 .1.4. Date of items( s) purchased.
Exhibit C -Pricing Schedule Page 48 of50
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT C -PRICING SCHEDULE
OPTION 2 -July 1. 2021-June 30, 2022
Total
Proposed County's Fixed
Services Number of Supplemental (Multiply the # of
Contractor's
Match
Service Meals Rate Service Meals by the (Multiply the total by County Supplemental 11.11 % for total Rate or Incentive
Payment for the total) contractor match)
Congregate Meals 24,112 $4.96 $119,595.52 $13,287.06
Home-Delivered Meals 12,498 $4.76 $59,490.48 $6,609.39
Transportation
(Number of proposed 5,260 $5.75 $30,245.00 $3,360.22
Congregate Meals)
Incentive Payments*
(Number of proposed 24,112 $0.77 $18,566.24 NIA
Congregate Meals)
Incentive Payments*
(Number of proposed Home-12,498 $0.68 $8,498.64 NIA
Delivered Meals)
GRAND TOTAL: $236,395.88 $23,256.67
*Nutrition Services Incentive Payment (NSIP) dollar amounts are estimates ONLY and may be adjusted based on
actual prior year number of meals served.
1. Cost Reimbursement
1.1. Contractor may be reimbursed for items purchased under this agreement in accordance with SOW
paragraph 6.2.3 for One-Time-Only (OTO) Funds.
1.2. OTO Funds are based funds received from the State of California. The County cannot guarantee the
receipt of the funds and all expenditures must be approved in advance by the County.
1.3. Contractor shall procure County approved goods and services through competitive measures further
defined in SOW paragraph 6.2.3.
1.3 .1. Contractor shall provide a log of purchases made during the billing period and provide with an
invoice for reimbursement. Information provided shall include:
1.3 .1.1. Description of item purchased
1.3 .1.2. Description of competitive measures taken to make said purchase
1.3 .1.2.1. Back up documentation providing competitive measures were taken.
1.3.1.3. Total Price of items(s) purchased
1.3.1.4. Date ofitems(s) purchased
Exhibit C -Pricing Schedule Page 49 of SO
COUNTY CONTRACT NUMBER 561765
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT C -PRICING SCHEDULE
OPTION 3 -July 1, 2022 -June 30, 2023
Total
Proposed County's Fixed
Services Number of Supplemental (Multiply the # of
Contractor's
Match
Service Meals Rate Service Meals by the (Multiply the total by County Supplemental 11.11 % for total Rate or Incentive
Payment for the total) contractor match)
Congregate Meals 24,112 $4.96 $119,595.52 $13,287.06
Home-Delivered Meals 12,498 $4.76 $59,490.48 $6,609.39
Transportation
(Number of proposed 5,260 $5.75 $30,245.00 $3,360.22
Congregate Meals)
Incentive Payments*
(Number of proposed 24,112 $0.77 $18,566.24 NIA
Congregate Meals)
Incentive Payments*
(Number of proposed Home-12,498 $0.68 $8,498.64 NIA
Delivered Meals)
GRAND TOTAL: $236,395.88 $23,256.67
*Nutrition Services Incentive Payment (NSIP) dollar amounts are estimates ONLY and may be adjusted based on
actual prior year nwnber of meals served.
1. Cost Reimbursement
1.1. Contractor may be reimbursed for items purchased under this agreement in accordance with SOW
paragraph 6.2.3 for One-Time-Only (OTO) Funds.
1.2. OTO Funds are based funds received from the State of California. The County cannot guarantee the
receipt of the funds and all expenditures must be approved in advance by the County.
1.3. Contractor shall procure County approved goods and services through competitive measures further
defined in SOW paragraph 6.2.3.
1.3. I. Contractor shall provide a log of purchases made during the billing period and provide with an
invoice for reimbursement. Information provided shall include:
1.3 .1.1. Description of item purchased
1.3 .1.2. Description of competitive measures taken to make said purchase
1.3 .1.2.1. Back up documentation providing competitive measures were taken.
1.3 .1.3. Total Price of items(s) purchased
1.3.1.4. Date ofitems(s) purchased
Exhibit C -Pricing Schedule Page 50 of SO