HomeMy WebLinkAboutCounty of San Diego; 2002-07-01; 45811L
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COUNTY CONTRACT NUMBER 45811
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
This Contract (“Contract”) is made and entered into on the date shown on the signature page (“Effective Date”) by and
between the County of San Diego, a political subdivision of the State of California (“County”) and Contractor City of
Carlsbad, located at 799 Pine Ave., Carlsbad, CA 92008 (“Contractor”), with reference to the following facts:
RECITALS
A. The County, by action of the Board of Supervisors Minute Order No. 3/19/02 (22) authorized the Purchasing and
Contracting Deputy Director, pursuant to Article XXIII, Section 401of the Administrative Code, to award contracts for a
nutrition service system.
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 perform the services more economically and
D. The contract shall consist of this pro forma contract, Exhibit A, Statement of Work; Exhibit B, Insurance Requirements;
efficiently than the County, pursuant to Section 703.10 of the County Charter.
and Exhibit C, Contractor’s Budget.
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, 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 Contract.
1.2 CQnmcto
the person identified on the signature page. (“Contractor’s Representative”); Contractor represents and warrants that (I)
r’s Reoresentative. Contractor’s duties under this Contract shall be perfowed on behalf of the Contractor by
Contractor’s Representative has fulfilled all applicable requirements of the laws of the State of California to perform the
services under this Contract 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 Contract
are unique: accordingly, Contractor’s Representative shall not be changed during the Term of the Contract without
County’s written consent. County reserves the right to terminate this Contract pursuant to 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.
I .3 Contractor as lndeoendent Contractor, Contractor is, for all purposes of this Contract, an independent contractor, and
neither Contractor nor Contractor’s employees or subcontractors shall be deemed to be employees of the County.
Contractor shall Enrfsm? its obligations under this Contract 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. 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 Wd Emdovees or Subcontractors. Contractor shall obtain, at Contractor’s expense, all agents,
employees and subcontractors required for Contractor to perform its duties under this Contract, 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 which is in excess of five thousand dollars ($5,000) or a combination of subcontracts to the same
Contractor shall provide Contracting Officer Technical Representative with copies of all other subcontracts relating to
individual or firm for the contract period must have prior approval of the Contracting Officer Technical Representative.
this Agreement entered into by Contractor within 30 days after the effective date of the subcontract. Such subcontractors
of Contractor shall be notified of Contractor’s relationship to CounQ. “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.
Carlsbad NUTOZO3-0506 Contract. Page I of I6 06102
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1.4.1
1.4.2
1.4.3
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
COUNTY CONTRACT NUMBER 45811
contractor ResoonsihiliQ. 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 re-
accordance with this Agreement. No subcontract utilizing funds from this Agreement shall he entered into
sponsihility for performance and insuring the availability and retention of records of subcontractors in
which has a term extending beyond the ending date of this Agreement.
herein.
Mandated Clausc. All subcontracts shall include the Standard Terms and Conditions required of Contractor
Countv
the Contracting Officer Technical Representative.
Aooroval. As identified above, all subcontracts under this contract shall have prior written approval of
ARTICLE 2
SCOPE OF WQBh:
2.1 Statement of Work, Contractor shall perform the work described in the “Statement of Work” attached as Exhibit “A“ to
this Contract, and by this reference incorporated herein, except for any work therein designated to be performed by
County.
2.2 Rieht To Acauire Eouioment and Services. Nothing in this Contract shall prohibit the County from acquiring the same type or equivalent equipment andor service from other sources, when deemed by the County to be in its best interest.
2.3 Resoonsihility For Equipma&. For cost reimbursement contracts, County shall not he responsible nor be held liable for
any damage to persons or properly consequent upon the use, misuse, or failure of any equipment used by Contractor or
The acceptance or use of any such equipment by Contractor or Contractor‘s employees shall he construed to mean that
any of Contractor’s employees, even though such equipment may he furnished, rented, or loaned to Contractor by County.
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
but is not limited to material, computer hardware and software, tools, or other things.
damage he to the employee or property of Contractor, other contractors, County, or other persons. Equipment includes,
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 -ndahle Prooerly Acauisition. County retains title to all non-expendable property, which Contractor may
acquire with funds from this Agreement if payment is on a cost reimbursement basis, including property acquired by
properly having a unit cost of $5,000 (except Child Abuse Prevention and Intervention Treatment funded) or more and a
lease purchase agreement. Contractor may not expend funds under this Agreement for the acquisition of non-expendable
normal life expectancy of more than one year without the prior written approval of Contracting Officer Technical
Representative. Contractor shall maintain an inventory of non-expendable equipment, including dates of purchase and
disposition. Inventory records on expendable equipment shall he retained, and shall he made available to the County
upon request, for at least three years following date of disposition.
TERM OF CONTRACT: COUNTY’S OPTIONS TO EXTEN D THE TERM
ARTICLE 3
3.1 Contractor shall satisfactorily complete all tasks required by this Contract during the period commencing upon the
Effective Date, which is defined as the date that this Contract is executed on behalf of the County, and ending on the date
shown on the signature page (“Initial Term”). This Contract may he cxtended at the sole option of the County as shown
on the signature page.
3.2 Such options to extend the term shall be exercised by delivery to Contractor of written notice thereof ten (IO) days prior
to expiration of the then current term.
Carlabad NUT0203-0506 06102
COUNTY CONTRACT NUMBER 45811
AGREEMENT WITH CITY OF CARLSRAD FOR SENIOR NUTRITION PROGRAM
AKTICLE 4
COMPENSATION
4.1 Compensation is on the signature page. The County is precluded from making payments prior to receipt of services
4.2 Fiscal
(advance payments). Invoices are subject to the following requirements:
4.2.1 General. Contractor shall, in development of the fiscal information for cost reimbursement, comply
with generally accepted accounting principles and good business practices. Contractor shall, at its own expense,
to be furnished by County. In accordance with State policy, Indirect Costs can be no more than eight percent
furnish all cost items associated with this contract except as herein otherwise specified in the budget or elsewhere
(8%) ofprogram costs.
4.2.2 Contr
decreased prior to County approved contract amendment. In no event shall County pay Contractor in excess of
act Budeet. The Contract Budget is in Exhibit C. In no event shall the contract budget total be increased or
the amount identified on the Signature Page. Some budget line item adjustments require County review and
approval. Adjustment requirements for this program are listed below. Additional information and criteria are
included on the Budget Form in Exhibit C.
4.2.2.1 Ad' & tments A Adjustments
among the budget categories of Salary and Benefits, Operational Expenses (Services and Supplies), and
Indirect (Overhead) costs including Other Costs, as seen on Exhibit C, require County review and
approval if in excess of ten percent (10%) of the total originally approved category. Requests for such
adjustments must be submitted to the COTR for review and must be approved by the COTR prior to
implementation. All other adjustments are subject to County review and comment.
the budget categories of Salary and Benefits, Operational Expenses (Services and Supplies), and
approval if in excess of ten percent (10%) of the total originally approved line item. Requests for such
Indirect (Overhead) costs including Other Costs, as seen on Exhibit C, require County review and
adjustments must be submitted to the COTR for review and must be approved by the COTR prior to
implementation. All other adjustments are subject to County review and comment.
4 Addition of line items and adjustments among line items within
4.2.3 Availabilitv Of Funds. The County's obligation for payment of any contract beyond the current fiscal year is
County shall arise for payment beyond June 30 of the calendar year unless funds are designated by the County contingent upon the availability of fUndine from which payment can be made. No legal liability on the part of the
and are made available for such performance.
County shall have the right to terminate 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
the event of reduction of funding for the Agreement, County and Contractor shall meet within ten (10) days of
funding for this Agreement ceases or is reduced prior to the ordinary expiration of the term of this Agreement. In
written notice to renegotiate this Agreement based upon the modified level of funding. In this case if no
agreement is reached between County and Contractor within IO days of the first meeting, either party shall have
the right to terminate this Agreement within ten (IO) days written notice of termination.
In the event of termination of this Agreement, Contractor shall be entitled to retain all sums so paid, subject to
County's claims for damages as elsewhere provided. It is expressly understood and agreed that this Agreement
any compensation, benefits, reimbursements or ancillary services other than as herein expressly provided
constitutes the entire Agreement between Contractor and County and in no event shall contractor be entitled to
4.2.4 Administrative Adiustment. The COTR may make administrative contract adjustments to change or modify the
budget as long as the total contract amount or contract term is not modified.
4.2.5 Contract Amendment. A contract amendment is required to modify the total contract amount or contract term.
4.3 Claims And Pavment
4.3.1 Claim For Reimbursement, Contractor shall submit propcrly executed monthly Claims for Reimbursement
(CFR) to the COTR for reimhursemcnt ofallowahle costs associated with the work performed in the prior month.
Payments will be paid as described in paragraph 4.3.2 below.
4.3. I, I Only authorized agent(s) of the Contractor shall sign and date the Claidnvoice. Contractor shall have
a signature card on file at HHSA designating the current authorized agent(s).
4.3. I .2 ClaimsIInvoices shall be completed and submitted in accordance with written COTR instructions.
Cvrlsbad NUT0203-0506 contract - rage 3 of 16 06102 ...
COUNTY CONTRACT NUMBER 45811
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
4.3.2 E3yDmts. County agrees to reimburse Contractor after receipt of properly completed CFR. County will
reimburse for actual allowable costs incurred in consideration for services performed, up to one hundred and ten
percent (I 10%) of the total amount budgeted in such month without prior written authorization from the County
given fiscal year so as to exceed the authorized total budget for that fiscal year of the amount authorized by any
Representative. However, in no event shall any expenditure of funds be made or obligation incurred during a
budget category of that fiscal year.
4.3.2.1 Contractor will maintain supporting documentation of expenses as specified in Articles 11 and 13.
Payments shall be in arrears after receipt of properly completed CFR approved by the COTR. Payments
shall be within 30 days after approval of the CFR unless otherwise stated in this Agreement.
4.3.2.2 Any expenditure of funds by Contractor not within the limitations of the approved budget and the
purview of eligible costs as set forth in this Agreement and all applicable Federal, State, and local laws,
rules, regulations, and requirements is not a chargeable cost to Project and shall be borne by Contractor.
4.3.3 Full. Pending any adjustments by the COTR, each CFR approved and paid shall constitute full
and complete compensation to Contractor for the invoice. This Agreement constitutes the entire agreement
associated with services pursuant to Exhibit A.
between Contractor and County. Contractor shall be entitled only to reimbursement for allowable costs
4.3.4 conditions Prereauisite To Paments. County may elect not to make a particular payment if any of the following
exists:
4.3.4.1 '
and material nature with respect to any information furnished to County.
-. Contractor, with or without knowledge. made any misrepresentation of substantial
4.3.4.2 p. Contractor took any action pertaining to this Agreement which
4.3.4.3 R&!&. Contractor was in default under any terms and conditions of this Agreement.
4.3.4.4 Fees for Service. Contractor shall not implement a schedule of fees to be charged to clients or third
required County approval, without having first received said County approval.
party client representatives without prior County approval.
4.3.5 Wlthholdine Of Pavment. County may withhold reimbursement until reports, data, audits, or other information
required for contract administration or to meet County or State reporting or auditing requirements are received
and approved by COTR or designee. County may also withhold payment if, in County's opinion, contractor is in
noncompliance with this Agreement.
4.3.6 Severabilitv Limits. Severability pertains only to those contracts 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.
4.3.7 Disallowance. In the event Contractor receives payment from County for a service, reimbursement for which is
refund the disallowed amount to County on request, or County may offset the amount disallowed from any
later disallowed by County or the State of California, or the United States of America, Contractor shall promptly
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.
4.3.8 Partial Pavment. If Contractor fails to perform specified services, provide specified products or perform services
reasonable cost for the services performed or products provided for the payment period as determined by the
or provide products timely and in accordance with specified requirements, Contractor shall be paid only the
COTR.
4.3.9 -. Project Generated Revenue realized by Contractor in excess of the contract budget
shall be utilized in support of the Project.
4.3.9.1 Project Generated Revenue and Expenditures shall be reported at the end of the contract period.
4.3.9.2 With COTR approval, Contractor may expend a remaining balance of project generated revenue in the
term of a subsequent County contract in support of this Project.
4.4
4.4.1 Contractor shall maintain an accounting system segregating, supporting, controlling and accounting for all funds,
property, expenses, revenues, and assets for each County contract distinct from other contractor activity and shall
provide assurance that the system is in accordance with generally accepted accounting principles.
4.4.2 Contractor shall implement written fiscal policies, procedures and fiscal systems that include:
4.4.2. I A double entry accounting system utilizing a cash, accrual or modified accrual basis of accounting.
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AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
COUNTY CONTRACT NUMBER 45811
4.4.2.2 A system of internal controls that ensures proper authorization, recording, classification and
documentation of transactions, segregation of duties, safeguarding of assets, separate accountability of
funds and a documented filing system for all financial records.
4.4.2.3 An audit trail that reports expenditures, supported by source documents, that clearly identifies the cost
as a reimbursable contract expenditure and which shall include:
A. Pavroll R
contract funds and signed by the employee and the supervisor.
ecords - Records shall include properly executed time cards for each employee paid with
a. Leave records are to show earned, used and remaining balances for all employees. Leave
b. Employees shall not be paid for any leave with funds received from County in excess of the
B. Payroll JoumalsRegisters are to be reconciled and approved each pay period to payroll checks
and time cards, and have the signature of the person who performs the reconciliation and the date
reconciled.
a. Approval of the reconciliation is to be done by a responsible individual (e&, Executive
records must be current and maintained on a monthly basis.
leave amounts that have been earned by each employee.
Director or designee).
C. Documentation for fractionalized positions must reflect time worked per funding source.
D. Monthly Trial Balances
E. Monthly Bank Reconciliation
F. Petty Cash Documentation (if a petty cash fund is used)
G. Supporting Documentation - Invoices, time and attendance records, canceled checks and bank
statements are examples of supporting documentation that are to be maintained and available. All
paid invoices should show paying check number, date paid, amount paid, and the initials of the
person processing the payment.
H. State and Federal Quarterly Tax Returns.
4.4.2.4 Checks written against contract funds are to have two (2) signatures.
A. Blank checks shall not be pre-signed. Under no circumstance shall checks be written payable to
B. Voided checks shall be kept in numerical sequence with the canceled checks. They are to be
C. Canceled checks shall be retained in accordance with contract terms and conditions.
"cash."
marked "Void and the signature section mutilated.
4.4.2.5 Mileage and Travel Claims - Each person claiming mileage or travel expenses must prepare mileage reimbursement claims.
A. The claim shall show the signatures of both the person requesting payment and the person
authorizing reimbursement.
B. Claims shall show dates, places, miles and purposes for each trip claimed, and to County on a
monthly basis. Mileage and Travel costs shall not he accumulated and claimed at the end of the
contract period under any circumstances.
4.4.3 Contractors shall be responsible for insuring that costs billed to County are allowable and reimbursable under the
terms and conditions of the contract.
Allowable use of contract funds are those uses necessary and proper to perfom the provisions of the contract and
that are included in County contract budget. An allowable cost must be necessary, normal and reasonable. The
burden of proof for meeting this test rests with Contractor. County and funding sources may review the Costs
claimed and the supporting documentation.
4.4.4 Non-allowable use of contract funds include, but are not limited to:
4.4.4. I Costs that do not directly benefit contract goals and objectives.
4.4.4.2 Costs not incurred within the contract period.
4.4.4.3 Costs not included in the approved budget.
4.4.4.4 Fines and penalties resulting from violations of, or failure to comply with, Federal, State, and local laws
and regulations (e.& parking tickets, penalties for late payment of payroll taxes).
Carlsbad NUT0203-0506 Contract - page s of 16 06/02
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AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
COUNTY CONTRACT NUMBER 4581 1
4.4.4.5 Expenditures for which Contractor also claims reimbursement from another source,
4.4.4.6 Costs that should he allocated to another revenue source,
4.4.4.7 Costs of food consumption by paid staff except when written policy provides that staff must remain on
4.4.4.8 Salary advances to employees.
4.4.4.9 Payments to employees for vacation, sick or compensatory leave in excess of earned leave balances.
4.4.4.10 Reimbursement of mileage costs for private automobile usage in excess of County's authorized rate of
premises to care for or supervise clients.
reimbursement or funding source requirements.
ARTICLE 5
CONTRACT AD-
5.1 Countv's Contract Administrator. The Director of Purchasing and Contracting is designated as the contracting offker
("Contracting Officer") and is the only County official authorized to make any Changes to this Contract. The County has
designated the individual identified on the signature page as the Contracting Officer's Technical Representative
("COTR)
5.1.1 County's COTR will chair Contractor progress meetings and will coordinate County's contract administrative
functions. The COTR is designated to receive and approve Contractor invoices for payment, audit and inspect
records, inspect Contractor services, and provide other technical guidance as required. The COTR is
authorized to change any terms and conditions of this Contract. Only the Contracting Officer, by issuing a
properly executed amendment to this Contract, may make changes to the scope of work or total price.
5.1.2 Notwithstanding any provision of this Contract to the contrary, County's COTR may make Administrative
Adjustments ("AA") to the contract, such as line item budget changes or adjustments to the service requirements,
period or the total contract price. Each AA shall he in writing and signed by COTR and Contractor. All inquiries
which do not change the purpose or intent of the Statement of Work, the Terms and Conditions, the contract
about such AA will he referred directly to the COTR.
5.2 Contract Proeress
Contractor to review the contract performance. At these meetings the COTR will apprise the Contractor of how the County
Me& The COTR and aha County personnel, as appropriate, will meet periodically with the
views the Contractor's performance and the Contractor will apprise the County of problems, if any, being experienced. The
considers being over and above the requirements of the contract. Appropriate action shall he taken to resolve outstanding
Contractor shall also notify the Contracting Officer (in writing) of any work being performed, if any, that the Contractor
issues. The minutes of these meetings will be reduced to writing and signed by the COTR 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 he taken to resolve any areas of disagreement.
ARTICLE 6 C-EZ
6.1 Contractine Officer, The Contracting Officer may at any time, by a written order, make changes ("Changes"), within the
general scope of this contract, in the definition of services to be performed, and the time (i.e.j 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 contract, whether changed or not changed by an such order, an
equitable adjustment shall be made in the contract price or delivery schedule, or both, and the contract shall be modified in
writing accordingly
6.2 Claims. Contractor must assert any claim for adjustment under this clause within 30 days from the date of receipt 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 Contract. 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
adjustment shall he a dispute concerning a question offact within the meaning of the clause of this Contract entitled "Disputes"
Contracting Oficer shall have the right to prescribe the manner of disposition of such property Failure to agree to any
(Article 15). However, nothing in this clause shall excuse the Contractor from proceeding with this Contract as changed.
ARTICLE 7
TFRMINATION
7.1 Brmination For Default. Upon Contractor's breach of this Contract, County shall have the right to terminate this Contract, in
whole or part. Prior to termination for default, County will send Contractor written notice specifying the cause. The notice will
Carlsbad NUTO20l-OSU6 Contract ~ Page 6 of 16 06102 (7
COUNTY CONTRACT NUMBER 45811
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
give Contractor IO 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
upon issuing oral or written notice to the contractor without any prior notice or oppomity to cure In the event of termination
an essential service or poses an immediate threat to life, health or property, County may terminate this Contract immediately
under this Article, all finished or unfinished documents, and other materials, prepared by Contractor under this Contract 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 of liability 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.
7. I, I If, after notice of termination of this Contract 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 Contract contains a clause providing for termination for convenience of the County, he the same as if
the notice of termination had been issued pursuant to such clause.
7.2 Damaees 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 contract, or any extension thereof, or fails to complete said
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
contract segments been completed by the time frame stipulated and any other damages suffered by County.
7.3 Countv Exemotion From Liabilitv. In the event there is a reduction of timds 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 -on For ConvenienE. The County may, by written notice stating the extent and effective date, terminate this
performance until such termination:
Contract for convenience in whole or in part, at any time. The County shall pay the Contractor as full compensation for
7.4.1 The unit or pro rata price for any delivered and accepted portion of the work.
7.4.2 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.
7.4.3 In no event shall the County be liable for any loss of profits on the resulting order or portion thereof so
terminated.
7.5 Medies Not Exclusivn. 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 or under resulting order.
7.6 Full Cost Recoverv Of Investieation And Audit Costs. Contractor shall reimburse County of San Diego for all direct and
indirect expenditures incurred in conducting an auditlinvestigation when Contractor is found in violation (material breach)
of the terms of the contract. Reimbursement for such costs shall be withheld from any amounts due to Contractor pursuant
to the payment terms of the contract, or from any other amounts due to Contractor from County.
COMPLIANCE WITH LAWS REGULA AND TIONS
ARTICLE 8
8.1 Con
and local laws, rules, and regulations, current and hereinafter enacted, including facility and professional licensing and/or
formance With Rules And Reeulations. Contractor shall be in conformity with all applicable Federal, State, County,
certification laws and keep in cffect any and all licenses, permits, notices and certificates as are required. Contractor shall
and sanitation.
further comply with all laws applicable to wages and hours of employment, occupational safety, and to fire safety, health
8.2 Conhactor Permits and License, Contractor shall obtain and maintain, at no cost to the County, all apprOVah permissions,
permits, licenses, and other forms of documentation required in order to comply with all existing foreign or domestic
County reserves the right to reasonably request and review all such applications, permits, and licenses prior to the
statutes, ordinances, and regulations, or other laws, that may be applicable to performance of services hereunder. The
commencement of any services hereunder.
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AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
COUNTY CONTRACT NUMBER 45811
Bawl Opportunity
not discriminate against any individual with respect to his or her compensation, terms, conditions, or privileges of
. Contractor shall comply with the provisions of Title VI1 of the Civil kghts Act of 1964 in that it will
employment nor shall Contractor discriminate in any way that would deprive or intend to deprive any individual of
color, religion, sex, national origin, age, handicap, medical condition, sexual orientation or marital status.
employment opportunities or otherwise adversely affect his or her status as an employee because of such individual's race,
Affirmative Action. Each Contractor of services and supplies employing fifteen (15) or more full-time permanent
employees, shall comply with the Affirmative Action Program for Vendors as set forth in Article IIIk (commencing at
this Affirmative Action Program will be furnished upon request by COR or from the County of San Diego Internet web-
Section 84) of the San Diego County Administrative Code, which program is incorporated herein by reference. A copy of
site (www.co.san-dieeo.ca.us).
Non Discriminah. Contractor shall ensure that services and facilities are provided without regard to ethnic group
identification, race, color, nation origin, creed, religion, age, sex, or physical or mental disability in accordance with Title
IX of the Education Amendments of 1972; Title VI1 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 1, Part 1, Division 2, Title 2 (Section 1 1135, et seq) of the
California Government Code, and Title 9, Chapter 4, Subchapter 6 (Section 10800, et seq.) of the CCR.
AIDS Dlscnrnl
disadvantageous terms, or restrict the availability of, the use of any County facility or participation in any County funded
nation. Contractor shall not deny any person the full and equal enjoyment of, or impose less
or supported service or program on the grounds that such person has Acquired Immune deficiency Syndrome, AIDS-
related complex (ARC), or AIDS-related status (ARS), as those terms are defined in Chapter 1, Section 32.1203, San
Diego County Code of Regulatory Ordinances.
in employment, public services, transportation, public accommodations and telecommunications services in compliance
American With Disabilities Act (ADA) 1990. Contractor shall not discriminate against qualified people with disabilities
with the Americans with Disabilities Act (ADA) and California Administrative Code Title 24.
. ..
any political activities or to further the election or defeat of any candidate for public office. Contractor shall not utilize or
I Activities Prohibited. None of the funds, provided directly or indirectly, under this Agreement shall be used for
provided thereunder shall be utilized in support of any partisan political activities, or activities for or against the election of
allow its name to be utilized in any endorsement of any candidate for elected office. Neither the contract nor any funds
a candidate for an elected office. m. 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. 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 or the Board of Supervisors of the County.
Relieious Activitv Prohibited. There shall be no religious worship, instructions or proselytjzation as part of or in connec-
tion with the performance of this Agreement.
p. The County of San Diego, in recognition of individual rights to work in a safe,
healthful and productivc 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. This policy provides that all County-employed contractors and Contractor
employees shall assist in meeting this requirement.
8.1 1.1 As a material condition of this Contract, the Contractor agrees that the Contractor and the Contractor employees,
while performing service for the County, on County property, or while using County equipment:
8.1 1. I. 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.
8.1 1.1.3 Shall not sell, offer, or provide alcohol or a drug to another person; provided, however, that the
performance of normal job duties and responsibilities prescribes or administers medically prcscrihed
foregoing restriction shall not be applicable to a Contractor or Contractor employee who as part of the
drugs.
8.11.2 Contractor shall inform all employees who are performing 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.
8.1 1.3 The County may terminate for default or breach this Contract, and any other Contract the Contractor has with the
County, if the Contractor, or Contractor employees are determined by the Contracting Officer not to be in
compliance with the conditions listed herein.
8.3
8.4
8.5
8.6
8.7
8.8
8.9
8.10
8.1 1
Carlsbad NUT0203-0506 Contract - Page 8 of 16 06102 i ,'I
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM COUNTY CONTRACT NUMBER 45811
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:
8.12.1 Board Policy B-67, which encourages the County's contractors to offer products made with recycled materials,
and
reusable products, and products designed to he recycled to the County in response to the County's requirements;
8.12.2 Board Policies 8-53 and B-39a, which encourage the participation of small and disabled veterans' business
enterprises in County procurements; and
8.12.3 Zero > To1 For Contractor shall comply with County of San Diego
Board of Supervisors Policy A-I20 "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 performance under the contract, said contract shall be terminated; and.
8.12.4 Familv-Centered Practice. Board Of Supervisors Policv E-U. Contractor shall comply with County of San Diego
Board of Supervisors Policy E-13, "Family-Centered Practice." Family-centered practice addresses the needs of
the whole family and is intended to promote and support community and family involvement to ensure safe and
healthy environments for children; and
8.12.5 Interlockhe Directorate. In recognition of County Policy A-79, 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
8.12.6 Zero Tolerance In Coachine Medi-Cal Or Welfare Clients (Includioe Undocumented Immier- The County of
San Diego in recognition of its unique geographical location and the utilization of Welfare and Medi-Cal system
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 performing 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
undocumented immigrants on ways to obtain or qualify for Medi-Cal assistance, for which they are not
otherwise entitled.
(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 terminate for default or breach this Agreement and any other Agreement Contractor has with County,
if Contractor or Contractor employees are determined not to he in compliance with the conditions stated herein.
8.7
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
c . Following receipt of final payment under the Contract, Contractor assigns to the County all rights, title
Cartwright act (Chapter 1) (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 Contract.
8.8 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
applicable site storage limitations imposed by Environmcntal Law. Contractor agrees to take, at its expense, all actions
store any Hazardous Materials at any County Facility for periods in excess of ninety (90) days or in violation of the
necessary to protect third parties, including, without limitation, employees and agents of the County, from any exposure to
Hazardous Materials gcnerated or utilized in its performance under this Contract. Contractor agrees to report to the
appropriate governmental agencies all discharges, releases, and spills of Hazardous Materials that are required to he
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, hut 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
Carlshad NUT0203-0506 Contract - Page 9 of 16 06102 ll
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
COUNTY CONTRACT NUMBER 45811
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.
8.9 Debarment And Susoensim. As a sub-grantee of federal funds under this Agreement, Contractor certifies that it, and its
principals:
8.9. I Are not presently debamd, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
covered transactions by any Federal Department or agency.
8.9.2 Have not within a 3-year period preceding this contract been convicted of or bad a civil judgement rendered
against them for the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain,
commission of embezzlement, theft, forgely, bribery, falsification or destruction of records, making false
or performing a public (Federal, State, or local) transaction; violation of Federal or State anti-trust.statutes or
statements, or receiving stolen property;
8.9.3 Are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State, or
local) with commission of any of the offenses enumerated in the paragraph above; and
8.9.4 Have not within a 3-year period preceding this contract had one or more public transaction (Federal, State, or
local) terminated for cause or default.
FLIC FI
ARTICLE 9 2
9.1 Conflicts of Inter&. Contractor presently has no interest, including but not limited to other projects or independent
contracts, 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 contract. The Contractor shall not employ any person having
any such interest in the performance of this Contract. 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.
9.2 Conduct of Contractor: Privileeed Information.
9.2.1
9.2.2
9.2.3
9.2.4
9.2.5
Contractor shall inform the County of all the Contractor's interests, if any, which are or which the Contractor
believes to be incompatible with any interests of the County.
The 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
Contract.
Contractor shall not use for personal gain or make other improper use of privileged information, which is
acquired in connection with his employment. In this connection, the term "privileged 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.
other items of monetary value to an employee or official of the County.
The Contractor, or employees thereof, shall not offer directly or indirectly gifts, gratuity, favors, entertainment, or
Referrals. Contractor further covenants that no refemals 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 Contracts. As required by Section 67 of the San Diego County Administrative Code, Contractor certifies that it
is not in violation of the provisions of Section 67, and that Contractor is not, and will not subcontract with, any of the
following:
9.3.1. Persons employed by County or of public agencies for which the Board of Supervisors is the governing body.
9.3.2 Profit-making firms or businesses in which employees described in sub-section 9.3.1, above, serve as officers,
9.3.3 Persons who, within the immediately preceding twelve (12) months came within the provisions of the above sub-
sections and who (I) were employed in positions of substantial responsibility in the area of service to be
performed by the contract, or (2) participated in any way in developing the contract 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
principals, partners, or major shareholders;
officers, principals, partners, or major shareholders.
Carlsbad NUT0203-OS06 Contract-Page 10of 16 06102 I ,.
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
COUNTY CONTRACT NUMBER 45811
9.4 Limitation Of Future Contracts 0
future contracting with the County to the manner described below. Except as specifically provided in this clause,
r Grants. It is agreed by the parties to the contract that Contractor shall be restricted in its
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 contract, or through the performance of tasks pursuant to this contract, 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 contract. 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 contract.
9.4.2 Contractor may not apply for nor accept additional payments for the same services contained in the Statement of
Work.
INDEMNITY AND INSURAN CE
ARTICLE 10
10.1 himmty. 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 Contract 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 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 negligcnce or willful misconduct of County Parties.
10.2Tnsurancs. Prior to execution of this contract, Contractor must obtain at its own cost and expense, and keep in force and
effect during the term of this contract, including all extensions, the insurance specified in Exhibit "B," "Insurance
Requirements," attached hereto.
AU AN DIT D INSPECTION OF RECORDS
ARTICLE 11
The County shall have the audit and inspection rights described in this section.
11.1 A d accounting records relative to all its activities under this Agreement. Authorized Federal, State or County
udit And Inspection. Contractor agrees to maintain and/or make available within San Diego County accurate books
representatives shall have the right to monitor, assess, or evaluate Contractor's performance pursuant to this
reports, and interviews of project staff and participants.
Agreement, said monitoring, assessments, or evaluations to include but not limited to audits, inspection of premises,
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
from such records, and to make audits of all invoices, materials, payrolls, records of personnel, information regarding
this Agreement and will permit County, State or Federal officials to audit, examine and make excerpts or transcripts
clients receiving services, and other data relating to all matters covered by this Agreement.
If any services performed hereunder are not in conformity with the specifications and requirements of this contract,
requirements at no additional increase in total contract amount. When the services to be performed are of such nature
County shall have the right to require the Contractor to perform the services in conformity with said specifications and
that the difference cannot be corrected, County shall have the right to (I) require Contractor immediately to take all
necessary steps to ensure future performance of the services in conformity with requirements of the contract, and (2)
perform the services promptly or to take necessary steps to ensure future performance of the service in conformity
reduce the contract price to reflect the reduced value of the services performed. In the event Contractor fails to
with the specifications and requirements of the contract, County shall have the right to either (1) by contract or to
otherwise have the services performed in conformity with the contract specifications and charge to Contractor any
cost occasioned to County that is directly related to the performance of such services, or (2) terminate this contract for
default as provided in the Termination clause.
11.2 cost or Pricine Data. If the Contractor submitted cost or pricing data in connection with the pricing of this Contract
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
the right to examine all books, records, documents and other data of the Contractor related to the negotiation pricing
or regulation, the Contracting Officer or his representatives who are employees of the County or its agent shall have
Carlabad NUT0203-0506 Contract. Page 11 of I6 06102
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AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
COUNTY CONTRACT NUMBER 45811
or performance of such contract, change or modification, for the purpose of evaluating the accuracy, completeness and
currency of the cost or pricing data submitted.
1 I .3 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 3 years from the date of final payment under this
contract, or by section 11.3.1 and 11.3.2, below:
11.3.1 If this contract is completcly or partially terminated, the records relating to the work terminated shall be
made available for a period of three years from the date of any resulting final settlement.
11.3.2 Record which relate to appeals under the “Disputes” clause of this contract, nr litigation or the settlement of
claims arising out of the performance of this contract, shall be made available until such appeals, litigation,
or claims have been disposed of, or three years after contract completion, whichever is longer.
11.4 Subcontracts. The Contractor shall insert a clausc containing all the provisions of this Article 11 in all subcontracts
hereunder except altered as necessary for proper identification of the contracting parties and the contracting offker
under the County’s prime contract.
INSPECTION OF SERVICE
ARTICLE I2
12.1 Subi
the performance of this Contract, and workmanship in the performance of services) shall be subject to inspection and
ect to InsoectiQn All performance (including services, materials, supplies and equipment furnished or utilized in
test by the County at all times during the term of this Contract. Contractor shall cooperate with any inspector assigned
by the County to permit the inspector to determine whether Contractor’s performance conforms to the requirements of
this Contract. County shall perform such inspection in a manner as not to unduly interfere with Contractor’s
performance.
12.2 If any services performed by Contractor do not conform to the specifications and
requirements of this Contract, County may require Contractor to re-perform the services until they conform 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 performance, the County shall have the right to (I) require the Contractor to immediately take all necessary
contract price to reflect the reduced value of the services received by County. In the event Contractor fails to
steps to ensure future performance of services conforms to the requirements of this Contract, and (2) reduce the
promptly re-perform the scrvices or to take necessary steps to ensure that future performance of the service conforms
to the specifications and requirements of this Contract, the County shall have the right to either (I) without
terminating this Contract, have the services performed, by contract or othetwise, in conformance with the
specifications of this Contract, and charge Contractor, andior withhold from payments due to Contractor, any costs
incurred by County that are directly related to the performance of such services, or (2) terminate this Contract for
default.
UJ. ARTICLE 13 RT
13.1 Findines Confidential. Any reports, information, data, etc., given to or prepared or assembled by Contractor under
this Contract which 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 Ownershio. Publication. Reoroduction And Use Of Materid
designs, plans, procedures, systems, and any other material or properties produced under this Agreement shall be the
. All reports, studies, information, data, statistics, forms,
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,
or other materials or properties produced under this Agreement.
distribute and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms
13.3 Confidentiality. County and Contractor agree to maintain confidentiality of any information regarding applicants,
project participants or their immediate families which may he obtained through application forms, interviews, tests,
reports, from public agencies or counselors or any other source, Without the written permission of the applicant or
participant, such information shall be divulged only as necessary for purposes related to the audit and evaluation of
the Agreement and then only to persons having responsibilities under the Agreement, including those furnishing ser-
vices to Project under subcontract. County and Contractor agree that all information and records obtained in the
Carlrbad NUT0203-OS06 Contract - Page 12 of 16 06102 i ii
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
COUNTY CONTRACT NUMBER 45811
course of providing services to project clients shall be subject to confidentiality and disclosure provisions of
applicable Federal and State statutes and regulations adopted pursuant thereto. However, at County's request,
Contractor shall permit County access to all records and information regarding the project and confidentiality shall not
he a bar to County's access to all records and information.
13.4 MaiUmance Of Records. Contractor shall maintain and keep available all records within the County of San Diego for
a minimum of five years from the ending date of this Agreement unless County agrees in writing to an earlier
disposition.
13.5 WdvO
or at such other time as County may deem necessary. County agrees that such custody will conform to applicable
f Records. County, at its option, may take custody of Contractor's client records upon contract termination
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.
13.6 Audit Reauirement. Contractors shall annually engage a Licensed Certified Public Accountant to conduct an annual
audit of their agency's operations. Contractors that expend $300,000 or more of federal grant funds per year shall
Amendments, Public Law 104-156, and OMB Circular A-133. Contractor shall include a clause in any contract or
have an audit conducted in compliance with Government Auditing Standards, which includes Single Audit Act
working papers of the independent auditor who prepare the audit for Contractor. Contractor shall submit two (2)
agreement Contractor enters into with an audit firm to provide access by the County, State, Federal Government to the
copies of the annual report and the management letter to the County no later than fifteen (I 5) days after receipt from
the independent Certified Public Accountant.
13.7 m. Contractor shall submit reports required in Exhibit A and additional reports as may be requested by the
COTR 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.
13.8 EvaluationStudies. 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
(RESERVED)
ARTICLE 15 DISPUTES
Notwithstanding any provision of this Contract to the contrary, the Contracting Officer shall decide any dispute concerning a
question of fact arising out of this Contract that is not otherwise disposed of by the parties within a reasonable period of time.
The decision of the Contracting Officer shall he final and conclusive unless determined by a court of competent jurisdiction to
have been fraudulent, capricious, arbitrary or so grossly erroncous as necessarily to imply bad faith. Contractor shall proceed
diligently with its performance hcreunder pending resolution by the Contracting Officer of any such dispute. Nothing herein
shall he construed as granting the Contracting Officer or any other administrative official, representative or board authority to
decide questions of law.
GENERA L PROVISIONS
ARTICLE 16
16.1 Assienment and Subcontracting. Contractor shall not assign any interest in this contract, 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 he unreasonably withheld.. The Contractor shall make no contract with any party for furnishing any
of the work or services herein contained without the prior written approval of the COTR.
16.2
signed by the Purchasing and Contracting Deputy Director.
Contineency. This Contract shall bind the County only following its approval by the Board of Supervisors or when
16.3 Entire Aereement. This Contract, together with all Sections 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.
Carlsbad NUT02034506 Contract. Page I3 of 16 06102 IC:
16.4
16.5
16.6
16.7
16.8
16.9
16.10
16.11
16.12
16.13
16.14
16.15
16.16
16.17
16.18
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
COUNTY CONTRACT NUMBER 45811
Sections and Exhibits: All sections and exhibits referred to herein are attached hereto and incorporated by reference.
and instruments as may be reasonably required in order to carry out the provisions of this Contract and the intentions
hiha Assurances: Parties agree to perform such further acts and to execute and deliver such additional documents
of the parties.
Govemine Law: This Contract shall be governed, interpreted, construed and enforced in accordance with the laws of
the State of California.
Hmiing% The Article captions, Clause and Section headings used in this Contract 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.
Modification: Waiver Except as- otherwise provided in Article 6, “Changes,” above, no modification, waiver,
amendment or discharge of this Contract shall be valid unless the same is in writing and signed by both parties.
-DraAer. Despite the possibility that one party may have prepared the initial draA of this
Contract or played the greater role in the physical preparation of subsequent drafts, neither party shall be deemed the
drafter of this Contract and that, in construing this Contract in case of any claim that any provision hereof may be
by the other.
ambiguous, no such provision shall he construed in favor of one party on the ground that such provision was drafted
No Other Inducement: The making, execution and delivery of this Contract by the parties hereto has been induced by
no representations, statements, warranties or agreements other than those expressed herein.
Notices. Notice to either party shall be in writing and either personally delivered or sent by certified mail, postage
prepaid, return receipt requested, addressed to the party to be notified at the address specified herein. Any such notice
shall be deemed received on the date of personal delivery to the party (or such party’s authorized representative) or
three (3) business days after deposit in the U.S. Mail, as the case may be to the COTR and Contractor’s Representative
identified on the signature page.
Swaability. If any term, provision, covenant or condition of this Contract is held to be invalid, void or otherwise
unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Contract shall not be
affected thereby, and each term, provision, covenant or condition of this Contract shall be valid and enforceable to the
fullest extent permitted by law.
Successors. Subject to the limitations on assignment set forth in Clause 16.1 above, all terms of this Contract 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. m. Time is of the essence of each provision of this Contract.
state or national holidays, unless the period of time specifies business days, provided that if the date or last date to
Timr: Period Cowutation. All periods of time referred to in this Contract shall include all Saturdays, Sundays and
perform any act or give any notice or approval shall fall on a Saturday, Sunday or State or national holiday, such act
or notice may be timely performed or given on the next succeeding day which is not a Saturday, Sunday or State or
national holiday.
Waiver. The waiver by one party of the performance of any term, provision, covenant or condition shall not
invalidate this Contract, nor shall it be considered as a waiver by such party of any other term, provision, covenant or
condition. Delay by any party in pursuing any remedy or in insisting upon full performance for any breach or failure
of any term, provision, covenant or condition shall not prevent such party from later pursuing remedies or insisting
upon full performance for the same or any similar breach or failure.
-. 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 contract any
rights whatsoever regarding the performance of this contract. Any attempt to enforce provisions of this contract by
third parties is specifically prohibited.
p. 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 contract. Copies of publicity materials related to contracted programs identified in this
press releases and media events regarding contracted sewices identified in this contract.
contract shall be filed with the COTR. County shall be advised at least 24 hours in advance of all locally generated
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AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
COUNTY CONTRACT NUMBER 45811
16.19 Critical Incidents. Contractor shall have written plans or protocols and provide employee training for handling critical
incidents involving instances of violence or threat of violence directed toward staff or clients, breach of
confidentiality, fraud, unethical conduct, or instances of staff or client drug and/or alcohol use at the program.
Contractor shall report all such incidents to the COTR within one work day of their occumence.
06102 I *!
COUNTY CONTRACT NUMBER 45811
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
SIGNATURE PAGE
CONTRACT TERM. This contract shall be effective this fust day of July 2002 (“Effective Date”) and end on June 30, 2003
(“Initial Term”) for a total contract period of one year.
beyond the expiration of the Initial Term, not to exceed June 30, 2006, pursuant to Exhibit C “Budget”, as revised and
OPTION TO EXTEND. The County’s option to extend is for three increments of one year each for a total of three years
approved by the County for subsequent option years. Unless County notifies contractor in writing, not less than 30 days prior
to the expiration date that they do not intend to renew the contract, the contract will be automatically renewed for another year.
Options To Extend For One To Six Additional Months At End Of Contract. County shall also have the option to extend
months at the discretion of the County Purchasing and Contracting Director. Each extension shall be effected by a
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
unilateral written contract amendment delivered to Contractor no less than fifteen (15) calendar days prior to expiration of
any contract term.
The budget set forth in Article 4, Exhihit C, or other pricing section of this Agreement shall apply to any option exercised
pursuant to this option clause unless provision for appropriate price adjustment has been made elsewhere in this
Agreement or by contract amendment. All payments are subject to “Availability of Funds.”
COMPENSATION: Pursuant to Exhihit C, County agrees to pay Contractor a sum not to exceed one hundred twenty seven
thousand, three hundred sixty-six dollars ($127,366.00) for the initial term of this contract, Fiscal Year 2002/2003, of which
purpose of administering the Caregiver Meal Demand Assessment as described in Exhihit A, Statement of Work, Paragraph
Nine hundred seventy seven dollars and thirty cents ($977.30) will he paid in equivalent monthly installments for the expressed
4.2.5; and a sum not to exceed One hundred thirty thousand, three hundred thirty four dollars ($130,334.00) for the option year
of Fiscal Year 2003/2004; and a sum not to exceed One hundred thirty six thousand, eight hundred fifty dollars ($136,850.00)
for the option year of Fiscal Year 200412005; and a sum not to exceed One hundred forty three thousand, six hundred ninety
three dollars ($143,693.00)) for the option year of Fiscal Year 2005/2006; and a sum not to exceed Sixty two thousand, sixty
three dollars ($62,063.00) for the optional six month extension period of Fiscal Year 200612007; for a maximum contract
amount of Six hundred thousand, three hundred six dollars ($600,306.00), in accordance with the method of payment stipulated
in Article 4.
COTR. The County has designated the following individual as the Contracting Officer’s Technical Representative (“COTR)
Aging & Independence Services
Pamela B. Smith, Director
San Diego, CA 92123
9335 Hazard Way
CONTRACTOR’S REPRESENTATIVE. The Contractor has designated the following individual as the Contractor’s
Representative.
Claude Lewis, Mayor
Carlshad, CA 92008
799 Pine Ave.
(760) 602-4650; FAX (760) 434-4206
IN WITNESS WHEREOF, County and Contractor have executed this Con fust set forth above
COUNTY OF SAN DIEGO
By: B
WINSTON F. McCOLL, Director,
Department of Purchasing and Contracting
Date: Date:
06102 SvcAgrec.Carlsbad.NUT.0203-0SO6.d~~ Contract - Page 16 of 16
COUNTY OF SAN DIEGO, HEALTH AND HUMAN SERVICES AGENCY
SENIOR NUTRITION SERVICE
EXHIBIT A - STATEMENT OF WORK
1.
2.
3.
4.
Scope of Work
Senior Nutrition Services provide low-cost, nutritionally-sound meals and social services throughout San Diego
County to individuals 60 years old and older in two settings, congregate (group setting) at Senior Dining Centers,
and home delivered taken to the senior’s home. Transportation is provided or arranged to and from Senior Dining
Centers. Nutrition services assist older individuals to live independently by promoting better health and reduced
isolation through a program of coordinated congregate meal, home delivered meal, and supportive services.
minority individuals.
Providers give priority to serving persons with the greatest economic or social needs, in particular low-income
Eackqround
Senior Nutrition Services are funded through the Older Americans Act, Title 111. It is a federal program
administered by state and county governments and operates under rules, policies and regulations of the
California Department of Aging (CDA). This program began in the County of San Diego, Aging 8 Independence
Services (AIS), as early as 1974 and has increased to twenty-six (26) contractors providing congregate noon
All contracts also provide access to dining sites through transportation, a supportive service (Ill B) program
meals (Ill C-I) for seniors at nearly seventy sites. Most contracts also provide home-delivered meals (Ill C-2).
element.
The Family Caregiver Support Program is newly funded in conjunction with the Reauthorization of the Older
Americans Act of 2000. CDA provided service unit definitions for allowable services. The services funded
through the Family Caregiver Support Program (Ill E) are intend?d to provide assistance to caregivers of
individuals age sixty (60) and over who are experiencing decline in two or more areas of activities of daily living.
Grandparent caregivers, age 60 and over, caring for minor relatives, under the age of 18. are also included.
Support services provides for respite care, support groups, counseling and case management, in-home support
Supporting the caregiving role as long as is possible and safe is a primary goal. Funding for Family Caregiver
projects, legal assistance for caregivers, and program evaluation and research. Because the services include
and home-delivered meals, adult day care, media outreach, grandparent programs, training and innovative
home-delivered meals for adult family caregivers caring for seniors age sixty (60) and over in the County of San
Diego, this element is introduced as a part of the Nutrition Service System.
Goal
Older individuals will be able to live independently because of better health and reduced isolation as a result of
services.
Senior Nutrition Services, a program of coordinated congregate meals, home delivered meals, and supportive
Adult family caregivers of persons age sixty and over, will be able to continue in their roles as caregivers because
of better health and reduced isolation as a result of Senior Nutrition Services, a program that is capable of
providing home delivered meals to this new target population.
Objectives
4.1, Outcome Objectives
4.1.1. Services rendered with respect to Ihe congregate meals element of this contract shall:
4.1.1.1. Increase the senior’s sense of physical and general well-being, as measured by
customer-satisfaction survey.
CONTRACT # 4581 1
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COUNTY OF SAN DIEGO, HEALTH AND HUMAN SERVICES AGENCY
SENIOR NUTRITION SERVICE
EXHIBIT A - STATEMENT OF WORK
4.1.1.2. Increase the opportunity for socialization of participants receiving congregate meals at
dining sites, as measured by customer-satisfaction survey.
4.1 .I .3. Increase to or maintain at 90% 'Very Satisfied", the participant rating of overall service,
as measured by the AIS customer-satisfaction survey.
4.1.1.4. Increase to or maintain at 90% "Very Satisfied, the participant rating of contractor's
understanding of participant's needs, as measured by the AIS customer-satisfaction
survey.
4.1.1.5. Increase to or maintain at 90% 'Very Satisfied", the participant rating of contractor's
courtesy, as measured by the AIS customer-satisfaction survey.
4.1.1.6. Increase to or maintain at 90% "Very Satisfied" the participant rating of contractor's staff
responsiveness, as measured by the AIS customer-satisfaction survey.
4.1.2. Services rendered with respect to the home-delivered meals element of this contract shall
4.1.2.1
4.1.2.2.
4.1 23.
4.1.2.4.
4.1.2.5.
4.1.2.6.
satisfaction survey.
Prevent isolation of home delivered meal participants, as measured by customer-
Allow participants to live independently in their own homes for longer than might
otherwise occur without these services. as measured by customer-satisfaction survey.
as measured by the AIS customer-satisfaction survey.
Increase to or maintain at 81% "Very Satisfied", the participant rating of overall service,
understanding of participant's needs, as measured by the AIS customer-satisfaction
Increase to or maintain at 90% "Very Satisfied". the participant rating of contractor's
survey.
courtesy, as measured by the AIS customer-satisfaction survey.
Increase to or maintain at 95% "Very Satisfied", the participant rating of contractor's
Increase to or maintain at 90% "Very Satisfied the participant rating of contractor's staff
responsiveness, as measured by the AIS customer-satisfaction survey.
4.1.3. Participation levels of low income minorities shall be maintained or increased to replicate the
percentages of the minority population in the SRA Served. according to the 2000 SANDAG data.
4.2. Process Objectives
4.2.1 The Contractor shall provide 25,000 hot meals to seniors in a congregate setting five-days-per-
week.
4.2.2. The Contractor shall provide 6,111 hot or other appropriate home delivered meals to seniors
covering seven-days-per-week.
4.2.3 The Contractor shall provide four approved units of Nutrition Education activity on an annual basis
to each congregate dining site and to each home delivered participant.
EXHIBIT A: STATEMENT OF WORK
CITY OF CARLSBAD
erramnn hll ITDITInLI CC~I,I,-.cC
CONTRACT # 4581 1
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COUNTY OF SAN DIEGO, HEALTH AND HUMAN SERVICES AGENCY
SENIOR NUTRITION SERVICE
EXHIBIT A - STATEMENT OF WORK
4.2.4 The Contractor shall provide 7583 units of transportation to and from Senior Dining Centers
counted as one-way trips.
4.2.5 The Caregiver Meal Demand Assessment. The Contractor shall complete an assessment with
each existing and new Home-Delivered Meals (Ill C-2) participant in order to determine the meal
according to Title Ill E.
demand from the caregiver, if one is present, and of those who would qualify as new participants
4.2.5.1 Contractor must use the AIS approved survey tool distributed by AIS.
4.2.5.2 The survey tool must be administered in person by Contractor's staff.
4.2.5.3 The survey must be conducted at the time of the regularly scheduled "Annual
Assessment". or at the time of registering a new 111 C-2 participant.
4.2.5.4 The survey must be carried out during the initial contract term, over the period of July 1,
2002, through June 30,2003.
5. Taraet Population and the Geograohic Service Area
5.1. Target Population for Outreach Activities: The contractor shall conduct outreach activities to older
individuals with the greatest economic and social need. The Older Americans Act defines older individuals
in the greatest economic need as any person sixty (60) years or older whose need results from an income
as physical and mental disabilities, language barriers, and cultural, social, or geographical isolation,
level at or below the pcierty line as defined by the Federal Bureau of the Census and greatest social need
including isolation caused by racial or ethnic status, that restricts the ability of an individual to perform
normal daily tasks; or threatens the capacity of the individual to live independently.
Additionally, contractors shall, according to the 2000 Amendments to the Older Americans Act, use
outreach efforts to identify and inform the following individuals (and their caregivers) of the services they
provide with emphasis on:
5.1 .I. Older individuals residing in rural areas.
5.1.2. Older individuals with greatest economic need (with particular attention to low-income minority
individuals).
5.1.3. Older individuals with greatest social need (with particular attention to low-income minority
individuals).
5.1.4. Older individuals with severe disabilities.
5.1.5. Older individuals with limited English-speaking ability.
5.1.6. Older individuals with Alzheimer's Disease or related disorders with neurological and organic brain
dysfunction (and the caregivers of such individuals).
5.2 Target Population for Adult Family Caregiver; Meal Demand Research:
5.2.1 Adult family caregivers, over the age of eighteen, who provide support to care receivers, age sixty
(60) years and over, in San Diego County.
EXHIBIT A: STATEMENT OF WORK
CITY OF CARLSBAD
CcrllnD hll OTDlTlnhl ~SS\llCcS
CONTRACT # 4581 1
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COUNTY OF SAN DIEGO, HEALTH AND HUMAN SERVICES AGENCY
SENIOR NUTRITION SERVICE
EXHIBIT A - STATEMENT OF WORK
5.2.2 Adult family caregivers identified as priority. Contractor shall give priority for services to older
individuals with greatest social and economic need (with particular attention to low-income older
caregivers of olderlfrail individuals and caregivers of Alzheimer's patients) and older individuals
providing care and support to persons with mental retardation and related developmental
disabilities [as defined in section 102 of the Developmental Disabilities Assistance and Bill of
Rights Act (42 U.S.C. 6001)l.
5.3 Geographic Service Area: Contractor shall perform services within the program number provided in the
service area (SRA) as identified in Attachment A-1. The program number associated with this contract is
Request for information (RFI) Letter. Each program number pertains to service in one or more sub-regional
listed below, along with the affiliated SRA(s):
5.3.1 Program Number: 19
5.3.2 Sub-Regional Service Area (SRA's): 41
6 Service Locations and Hours of Operation
6.1 Contr3ctors shall provide services and service hours that are responsive to the needs of the target
population.
6.1.1 The facilities shall be accessible via public transportation and shall comply with the requirements
of the Americans with Disabilities Act (ADA) and California Title 24.
6.1.2 Dining Sites. The Program Number identified in the section above and its associated SRA's
require(s) service to the following congregate dining sites:
6.1.2.1 Carlsbad Senior Center
Carlsbad. CA 92008
799 Pine Ave.
7 General Requirements for Service Delivery
7.1 Contractors Manual: Contractor shall comply with all requirements in the Aging & Independence
Services Contractors Manual.
7.2 State Guidelines: Contractor shall comply with all requirements which govern nutrition service and
which is listed and described in the California Code of Regulations, Title #22, Division 1.8. Article 6.
7.3 Reference to County of San Diego, AIS: All printed materials, publicity, and media outreach prepared or
conducted by the contractor shall identify Aging B Independence Services as a funding source. Copies
of publicity materials related to contracted programs identified in this contract shall be filed with the
COTR.
EXHIBIT A: STATEMENT OF WORK
CITY OF CARLSBAD
e-..*" LIS ITnlTJnll ccol,,rcr
CONTRACT # 4581 1
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COUNTY OF SAN DIEGO, HEALTH AND HUMAN SERVICES AGENCY
SENIOR NUTRITION SERVICE
EXHIBIT A - STATEMENT OF WORK
7.4 Press and Media: The COTR 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 contract.
7.5 Equipment Documentation: Contractor shall document, in writing, the need for purchasing equipment.
Written documentation must demonstrate a direct relationship between the goals, objectives and
specific requirements for service delivery and the equipment to be purchased. In the case of
automation equipment, the contractor must demonstrate that the equipment and related Software to be
purchased will meet the requirements and standards as set by the County of San DiegoIHealth and
Human Services AgencyIAging & Independence Services.
7.5.1 Maintenance of Equipment: Contractor shall be responsible for the maintenance of any meal
preparation and storage equipment purchased through County funds for the provision of services
as listed in this Agreement.
7.5.1.1 Such equipment must be properly and visibly identified.
7.5.1.2 Such equipment includes, but is not limited to: salad bars, hot food carts, pots and pans,
and SeNinglheating tables.
7.6 Contractors using vehicles owned by AIS shall participate in the coordination efforts formulated by the
Coordinated Transportation Service Agency (CTSA) and the Paratransit Coordinating Council.
7.7 Vehicles: Contractor shall be responsible for the following regarding any vehicles purchased through
County funds and utilized for the provision of services as listed in this Agreement, if applicable:
7.7.1 Insurance: Contractor shall provide and maintain, during the duration of this Agreement and for
such other period as required herein, at its sole expenses, insurance in the amounts and form as
described in Exhibit B - Insurance and Bonding Requirements, of this Agreement.
7.7.2 In the event of any accidents involving said vehicles, Contractor shall report said accidents to
COTR within twenty-four (24) hours. Contractor shall then submit within ten (10) working days a
written report to COTR to include, but not limited to, the following: a copy of the police repon, the
amount of damage, and a written plan addressing the steps the Contractor will take to repair or
replace the vehicles.
7.7.3 Contractor shall immediately report the theft or suspected theft of said vehicles to COTR.
7.7.4 Usage and Maintenance of Vehicles: Contractor shall be responsible for the proper usage and
maintenance of vehicles.
7.7.5 Vehicle Logs: Contractor shall be responsible to maintain an accurate vehicle log which lists the
following: each individual trip taken in the vehicle, odometer reading at the beginning and end of
the trip, purpose of the trip, and the number of passengers transported, if any.
7.7.6 Geographical Boundaries: Contractor shall operate the vehicles only within the geographical
San Diego County boundaries. Any requests for use of the vehicles outside of said boundaries
is to be submitted in writing to COTR for review and approval prior to such use.
7.8 Cultural Competence and Diversity: Contractor shall support the County of San Diego. the Health and
demonstrating cultural competence and diversity. A set of congruent behaviors, attitudes and policies
Human Services, and Aging & Independence Services through organizational and systematic practices
for projects, programs, and systems shall be adopted that enable contractor to work effectively in cross-
EXHIBIT A: STATEMENT OF WORK CONTMCT # 4561 1
CITY OF CARLSBAD PAGE A-5
CC*II,7D hlllrQlTlnhl QE!a,,,PE<
COUNN OF SAN DIEGO, HEALTH AND HUMAN SERVICES AGENCY
SENIOR NUTRITION SERVICE
EXHIBIT A - STATEMENT OF WORK
cultural situations. All services provided shall be oriented to meet the unique linguistic and cultural
needs of the diverse participants to be Served.
7.9 Critical IncidentsNiolence: Contractor shall have written plans or protocols and receive training for
handling critical incidents involving the instances of violence or threat of violence directed toward staff or
participants, breach of confidentiality. fraud, unethical conduct, or instances of staff or participant drug
andtor alcohol use at the program. Contractor shall report all such incidents to COTR within one
workday of their occurrence.
7.10 Contractor shall work cooperatively with the county and/or its contracted organization(s) in the AIS
customer satisfaction survey process.
8 Specific Requirements for Service Deliverv
8.1 Food Service: Contractor shall provide a hot or other appropriate lunch meal, which shall be Served in a
congregate setting five (Monday through Friday) or more days a week. Meals to participants who are
week for weekends or holidays. Meals shall be prepared and served in a manner that complies with
homebound shall be made available every day of the year. Frozen meals may be delivered during the
daily-recommended dietary allowance as delineated in the Title Ill-C menu planning requirements.
local public health laws and regulations. Each meal shall contain at least one-third (113) of the current
8.2 Services: Contractor shall conduct outreach activities to ensure participation of eligible older persons,
particularly those in greatest economic or social need; must develop or maintain coordination with other
social services agencies; and plan for and provide nutrition education services.
8.3 Advisory Role of Participants:
8.3.1 Contractor shall develop procedures for obtaining the views of participants about the services
they receive.
8.3.2 This will be implemented by the establishment of a Project Council that will include participants
and and the contractor.
8.4 Stafhg/Administration: Contractor shall have an adequate number of qualified persons to assure the
satisfactory implementation of: project leadership; program planning; provision of nutrition Services;
outreach and other services; volunteer activities; financial and contract management; and data
collection for required federal, state and county reports and records.
8.5 Meal Contributions by Eligible Participants: Contractor shall provide eligible participants receiving
nutrition sewices the opportunity to contribute to the costs of the service received. No person shall be
denied participation because of failure to contribute. Methods to receive contributions shall ensure
anonymity at the time of collection. The contractor shall encourage participants to contribute towards
the cost of the meal and shall establish a suggested amount. The suggested donation shall be
considering the income ranges of older persons in the community. Contribution schedules shall not be
developed with input from the Project Council. A suggested contribution schedule may be developed,
used as a “means” test to determine eligibility.
8.6 Meal Charges for Staff and Guest under 60: Contractor may serve meals to staff, volunteers and guests
under sixty (60) years of age if doing so will not deprive an older person of a meal. These individuals
shall pay at least the full cost of the meal. Contributions and charges for meals are considered program
income and shall be used to increase the number of meals served.
EXHIBIT A: STATEMENT OF WORK
CITY OF CARLSBAD
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CONTRACT # 4581 1
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SENIOR NI ITRlTlnN SFRVICFS ’. , i
COUNN OF SAN DIEGO, HEALTH AND HUMAN SERVICES AGENCY
~~
SENIOR NUTRITION SERVICE
EXHIBIT A - STATEMENT OF WORK
8.7 Records, Reports and Distribution Information: Contractor shall maintain a system for the collection of
data that will accurately reflect the project's program and financial operations, will meet requirements
with respect to confidentiality, and fulfill the information required by the COTR.
8.8 Holidays: A maximum of twelve (12) holiday closings will be allowed per year
9 Data Collection and Reporting Requirements
9.1 Contractor shall register participants on CDA forms provided, and submit registrations electronically or
by computer disk to COTR each quarter.
9.2 Contractor shall keep daily records that provide accurate counts of meals provided and participants
served.
9.3 Contractor shall submit monthly summary reports of above information to COTR or designee by the
calendar day of the following month.
9.4 Contractor shall submit monthly invoices to COTR or designee by the 8" calendar day of the following
month which shall include:
9.4.1 The monthly United States Department of Agriculture (USDA) funds which are dependent
which is subject to change.
upon the number of actual meals Served, currently reimbursed at rate of $53 per meal. and
9.4.2 The monthly program income which includes participant donationslcontributions and guest
fees.
9.4.3 Other applicable revenue for the month (which includes value of volunteer hours and items
provided by the contractor) which together make up the required 15% match to the total
contract amount.
9.4.4 And the total billable contract funds for the month
9.5 Contractor shall gather and submit Caregiver Meal Demand Surveys to COTR or designee on a monthly
basis, accompanied by the tabulation cover form, by the 8Ih calendar day of the following month.
9.6 Contractor shall retain source records of the Caregiver Meal Demand Survey results for the period of
four years, coinciding with the potential term of this agreement.
9.7 Performance Expectations: Contractor shall submit to COTR or designee a Corrective Action Plan as
requested whenever any performance outcome falls below ninety percent of the contracted levels of
paragraph 4.
10 Automation
10.1 Contractor shall establish and maintain an electronic mail account that allows the transmittal of
correspondence, information, and data to the COTR.
10.2 Contractor shall document participant registrations on a computer disk, in a format approved by county,
and which shall be provided to county on a quarterly basis.
EXHIEIT A: STATEMENT OF WORK
CITY OF CARLSBAD
.SFNInR NI ITRlTlnN SFRVICFS
CONTRACT # 4581 1
PAGE A-7
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COUNTY OF SAN DIEGO, HEALTH AND HUMAN SERVICES AGENCY
SENIOR NUTRITION SERVICE
EXHIBIT A - STATEMENT OF WORK
10.3 Contractor is encouraged to submit invoices for reimbursement electronically.
10.4 Contractor is encouraged to submit requested budget revisions electronically.
10.5 Should AIS identify standardized computer software for the data collection and reporting purposes of
this contracted program@), contractor shall participate in training and orientations that may be
conducted, and shall incorporate its use as resources are made available to acquire and make possible
its installation.
EXHIBIT A: STATEMENT OF WORK CONTRACT # 4581 1
CITY OF CARLSBAD PAGE A-8
SFNlnR NI ITRlTlClN SFR\llCFS -
_. SENIOR NUTRITION SERVICES
STATEMENT OF WORK: ATTACHMENT A-1
4
COUNTY CONTRACT NUMBER 45811
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT B - INSURANCE AND BONDING REQUIREMENTS
INS 5 ORs
ARTICLE I
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 he 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. Scop ofInsurlnce
Coverage shall be at least as broad as:
A. Commercial General Liability, Occurrence form, Insurance Services Office form CGOOOI
B. Automobile Liability covering all owned, non owned, hired auto Insurance Services Office form CA0001.
C. Workers’ Compensation, as required by State of California and Employer’s Liability Insurance.
D. Professional Liability required if Contractor provides or engages any type of professional services, including but not
limited to medical professionals, counseling services, or legal services.
2. in‘ Contractor shall maintain limits no less than:
A.
B.
C.
D.
Commercial General Liability including Premises, Operations, Products and Completed Operations, Contractual
property damage. The General Aggregate limit shall be $2,000,000.
Liability, and Independent Contractors Liability: $1,000,000 per occurrence for bodily injury, personal injury and
Automobile Liability: $1,000,000 each accident for bodily injury and property damage.
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.
limit shall not be greater than $25,000 per occurrencelevent without County’s Risk Manager’s approval. Coverage
Professional Liability: $1,000,000 per claim with an aggregate limit of not less than $2,000,000. Any self-retained
shall include contractual liability coverage. If policy contains one or more aggregate limits, a minimum of 50% of
any such aggregate limit must remain available at all times; if over 50% of any such aggregate limit bas been paid
or reserved, County will require additional coverage to be purchased by Contractor to restore the required limits.
This coverage shall be maintained for a minimum of two years following termination of completion of Contractor’s
work pursuant to the Contract.
3. Deductibles and Self-Insured Retentions
Any deductible or self-insured retention must be declared to and approved by the County’s Risk Manager. At the option
of the County, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the
County, the members of the Board of Supervisors of the County and the officers, agents, employees and volunteers; or
the Contractor shall provide a financial guarantee satisfactory to the County guaranteeing payment of losses and related
investigations, claim administration, and defense expenses.
4. Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain the following provisions:
A. ..
Any general liability policy provided by Contractor shall contain an additional insured endorsement applying
coverage to 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.
pt
B. Primarv Insurance Endorsement
For any claims related to this Contract, the Contractor’s insurance coverage shall be primary insurance as respects
the County, the members of the Board of Supervisors of the County and the officers, agents, employees and
volunteers of the County, individually and collectively. Any insurance or self-insurance maintained by the County,
its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute
with it.
Exhibit B - Insurance and Bonding Requirements
City of Carlshad
I of3 Contract #45811
Senior Nutrition Program
FY 02-03
COUNTY CONTRACT NUMBER 45811
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT B - INSURANCE AND BONDING REQUIREMENTS
C. Notice of Cancellation
after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the County at
Each required insurance policy shall he endorsed to state that coverage shall not be canceled by either party, except
the address shown in section of Contract entitled “Notices”.
D. Severabllltv of In terest 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.
6.
7.
8.
9.-
I 0.
11.
All required policies of insurance shall be issued by companies which have been approved to do business in the State of
mfvine Insurers
California by the State Department of Insurance, and which hold a current policy holder’s alphabetic and financial size
stability that is approved in writing by County’s Risk Manager.
category rating of not less than A-, VI1 according to the current Best’s Key Rating guide, or a company of equal financial
Prior to commencement of this Contract, hut in no event later than the effective date of the Contract, Contractor shall
furnish the County with certificates of insurance and amendatory endorsements effecting coverage required by this
clause. Contractor shall furnish certified copies of the actual required insurance policies within thirty days after
commencement of Contract. Thereafter, copies of renewal policies, certificate and amendatory endursements shall he
County at all reasonable times to inspect any policies of insurance, which Contractor has not delivered to County.
iiunished to County within thirty days of the expiration of the term of any required policy. Contractor shall permit
Failure to Obtain or Maintain Insurance: Countv’s Remedies
endorsements and certified copies of policies, or failure to make premium payments required by such insurance, shall
Contractor’s failure to provide insurance specified or failure to furnish certificates of’ insurance, amendatory
constitute a material breach of the Contract, and County may, at its option, terminate the Contract for any such default by
Conhactor.
”
The foregoing insurance requiremcnts as to the types and limits of insurance coverage to he 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, hut not limited to, the
provisions concerning indemnification.
Review of Covermg
require Contractor to obtain insurance reasonably sufficient in coverage, form and amount to provide adequate protection
County retains the right at any time to review the coverage, form and amount of insurance required herein and may
against the kind and extent of risk which exists at the time a change in insurance is required.
Contractor may, with the prior wTitten consent of County’s Risk Manager, fulfill some or all of the insurance
me
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’s Risk Manager, Contractor’s (i) net worth, and (ii) reserves for payment of
required by this Contract. Contractor’s utilization of self-insurance shall not in any way limit liabilities assumed by
claims of liability against Contractor, are sufficient to adequately compensate for the lack of other insurance coverage
Contractor under the Contract.
c-
If coverage is written on a “claims made” basis, the Certificate of Insurance shall clearly so state. In addition to the
coverage requirements specified above, such policy shall provide that:
A. The policy retroactive date coincides with or precedes Contractor’s commencement or work under the Contract
(including subsequent policies purchased as renewals or replacements).
Exhibit B - Insurance and Bonding Requirements
City of Carlsbad
Senior Nutrition Program
FY 02-03
2of3 Contract#45811
AGREEMENT WITH CITY OF CARLSBAD FOR SENIOR NUTRITION PROGRAM
EXHIBIT B - INSURANCE AND BONDING REQUIREMENTS
B. Contractor will make every effort to maintain similar insurance during the required extended period of coverage
following expiration of the Contract, including the requirement of adding all additional insureds.
C. If insurance is terminated for any reason, Contractor shall purchase an extended reporting provision of at least two
years to report claims arising in connection with the Contract.
D. The policy allows for reporting of circumstances or incidents that might give rise to future claims.
12. Subcontractors’ 1-
Contractor shall require that any and all Subcontractors hired by Contractor are insured in accordance with this Contract.
If any Subcontractors coverage does not comply with the foregoing provisions, Contractor shall defend and indemnify the
County from any damage, loss, cost or expense, including attorney fees, incurred by County as a result of Subcontractors
failure to maintain required coverage.
13. Waiver of Subroeat ion
Contractor and County release each other, and their respective authorized representatives, from any Claims (as defined in
the Article entitled “Indemnity” of the Contract), but only to the extent that the proceeds received from my policy of
insurance carried by County or Contractor, other than any self-insurance, covers any such Claim or damage. Included in
any policy or policies of insurance provided by Contractor hereunder shall be a standard waiver of rights of Subrogation
against County by the insurance company issuing said policy or policies.
ARTICLE I1
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 he further required herein, Fidelity coverage providing Employee
Dishonesty, Forgery or Alteration, Theft, Disappearance, Destruction, covering Contractor’s employees, officials, and
agents for Fidelity with a $ 50,000 limit.
City of Carlsbad
Exhibit B - Insurance and Bonding Requirements 3 of3
Senior Nutrition Program
FY 02-03
Contract #458 I I
AGING AND INDEPENDENCE SERVICES
EXHIBIT C - BUDGET
CONTRACT PERIOD 7/1/02-6/30/03
CONTRACTOR NAME: CITY OF CARLSBAD
PROJECT NAME
IRANSKXTATON CONGREGATE HOME DELIVERED
EXPENDITURES: 1.111 B T-Ill C-1 T-Ill c-2 TOTAL LIUDGET
PERSONNEL 10,522 42,836 23,687 77,045
TRAVEUTRAINING 0 300 100 400
TRANSP/DELIVERY 8,155 5,000 0 13,155
EQUIPMENT 0 0 0 0
CONSULT/CONTRSVCS 0 0 0 0
FOOD 83,885 32,378 116,263
OTHER COSTS 523 11,624 79 12,226
TOTAL EXPENDITURES [,,.,,,I -1 el
. . . . .. .
CAREGIVER
REVENUE
PROGRAM INCOME 4,200 58.000 30,500 92,100
OTHER REVENUEICASH MATCH 0 0 0 0
IN-KIND MATCH
CONTRACTAMOUNT 15,000 85.645 26,721 127,366
TOTAL REVENUE r"LLq -1 -1
TRANSPORTATION CONGREGATE HOME DELIVERED
CONTRACT MEALS T-Ill B T-Ill C-4 T-Ill C-2 TOTAL BUDGET
BREAKFAST MEALS
NOONMEALS 25,000 6,111
CITY MEALS
USDA MEALSpver & above contracl meals) 2,160 2.105
CONTRACT AMOUNT
CAREGIVER TlnE Ill-E 917 917
NUTRITION TITILE 111 GRANT 15,000 71,250 21.389 107,639
USDA(@ .i3/meal) 14,395 4,355 18,750
CONTRACTAMOUNT 115.oo01~1
AIS-EXHIBIT C 6/02 C~!
IN-KIND
MATCH
46,980
PAMELA B. SMITH
DIRECTOR
HEALTH AND HUMAN SERVICES AGENCY
RODGER G. LUM. Ph.D.. DIRECTOR
9335 HAURD WAY, SAN OIEGO. CALlFORNlA 92123-1222
AGING 8 INDEPENDENCE SERVICES
(858) 4915858 FAX (858) 4915080
June IO, 2002
CAREGIVER SUPPORT PROGRAM (TITLE IUE), CAREGIVER MEAL DEMAND ASSESSMENT
Dear Home-Delivered Meals Provider:
Program is being implemented by Area Agencies on Aging throughout the Country. As a part of the program in
h a national effort to support the family caregiver, the federally funded (Title IUE) Family Caregiver Support
San Diego County, we are asking you to help us determine the demand by caregivers for a home-delivered meal
(DIE) on existing meal routes. In an effort to measure demand, we are implementing the Caregiver Meal
Demand Assessment, as a part of your new service contract. Attached are the following:
9 Provider Title ILIE Allocations, Survey Administration > Caregiver Meal Demand Survey Tool
9 Caregiver Meal Demand Survey Transmittal Form
Caregiving and the need for services for caregivers are growing national concerns. It is estimated that one in
four Americans 60 years and over is in need of assistance from a caregiver. In San Diego, it is estimated that
more than 100,000 older persons need some form of care. Often the burden of caregiving is on a spouse or an
adult child. Adult children, especially women, often sacrifice personal and family time, give up paid work, and
even curtail careers to provide care for family members. In addition, the pool of paid caregivers, who are
unrelated to the family, is shrinking in comparison to the growing population of older persons. A critical
shortage of qualified and dependable personnel is likely in the future.
You will be fmancially remunerated over the next twelve-month period, beginning July 1,2002, and ending
June 30,2003, according to the IIIE allocation plan. Surveys are forthcoming and will be provided to you by
AIS on or before July I, 2002. Description and requirements for the Caregiver Meal Demand Assessment
project is found in the contract in Process Objectives Paragraph4.2.5, Target Population Paragraph 5.2, and in
the Reporting Requirements Paragraphs 9.5 and 9.6.
I look forward to hearing back from you and working with you to expand home-delivered meal services to
support family caregivers in San Diego County. If you have any questions or need additional information,
please contact me at (858) 495-5252 or by email tcummisa~co.san-dieao.ca.us.
Your involvement in administering the demand survey is essential. We thank you
Sincerely,
Traci M. Cummings
Caregiver Support Coordinator
cc: Pamela B. Smith, Director; Aging & Independence Services
. Alpine . " .
Borrego
Carlsbad
CDC
Clairemont
Encinitas
Escondido
Fallbrook
.
. ~~ ~
~- -~
~~
~ ~~ ~~ ~~~ ~~
, ~~ ~ I
[Caregiver Meal Demand Assessment
..... - .. .......... .~ .~ ~ , . ~~
.... ......... .. - ~~~~~~~ ~~i"" ...... ~- ~~ ~.
".
~ ~~~~
I
% ~
~ ~ Annual . Home-Delivered Program
Survey
~
~
~~
Meals
~~ ~1 ~~ .. ~ ~~ ~. ~ ~. ~S
~~ ~~ ~ ~ 5,500 1.2% 1.1%
879.6
5,357.5 7 -1%
977.3 .... 6,111 1.3%
799.6 5,000
~ ~ ~~~
. ~~~~~~~ .. ~ ..,~ ~. ~~ ...... ~~
I . -~ ~~ ." ~~~~~~~ ~.~ . ~~~~ ~- . . ~~ ~~ ~~~~~ , 19,583 . 4.2% 3,131.8 , .. . ~~
33,500
~~~~
~ ~ ~ ~~~~ .................................................... ........ .................................... ... ..................................... ....................................................... ............................................... ... ...........................................
~~ ~ ~ ~~ ........................................... ............................................... ....................................................
................................... ............
~~~ ~ ...... .. ......... ................................... ............................... .................. ... ..... ......................... .. .................................................. ....................................................... ~. 8.000 1.7% 1,279.4
Jacumba
Jewish Family Ser. ~ ..... 2,935 ~~ ~~ ~ ... 0.6% 469.4
Julian ~ ~ ~~ . ~~ ~ ~. ~~~ 3,000 ~ 0.6% 479.8
MVG 26,000 5.5% 4,158.0
18,200 3.9% . ........ 2,910.6
40,000 8.5% 6,397.0
20,500 ~ ~~ 4.4% -~~ ~~. 3,278.4
15,500 . ...
14,000 , 3.0% 2,238.9
1.6% 1,199.4
17.1% 12,793.9
~ ~~ ~~ ~ ~~
. . ~~~~~~ ~~~ ~~ ~ ~ ". . ~. ~~~ ~
~ ~ ~ ~ ~~~ ~
.. .- "~ ~~~
~ ~ ~~ ~ .. ~~~~~
. ~.~
- . ~ ~ ~
3.3%
~~ 2,478.8
Pil-Amer
Poway
Sal Amy ~ 80,000
San Marcos
SCC
Southern Health
St Charles
St Judes
UPAC
Vista 15,000 ~ 3.2%
TOTALS 468,973 i 100.0%
2,398.9
75.000
75,000
. ~~~~~~
~ . ~ ~ ~ ~~~ ~ " ~~~ 1 ~~~
. . ~~~
~ ~~ . . ~ ~~ ~~ ~~~ 7,500 ... ~ ~~ ~~ ~ ~. ..
~. ." ~~ ~~ ........... ......... ............... ......................... .......................... ..... .... ................... ..... ............... .............. ............ ............ ........ ....................... ............... ... ....... ~ ~~ ~~ ~ ~~ ~~~
, ~. 50,644 10.8% 8.099.2
6,000 1.3% .."
5.8%
10,395.1 13.9%
~~~~~~ ~ 959.5 ~
4.317.9
~ ~ ~~~~~ . ~ .~ ~~~~~ ~ ~"
~ ~~~~~ ... ....... .... ~~~~~ .... ~~
65,000
27,000
~~~
~ ~ ~~ ~~~~~ ....... ~ ~ ~~~~~ .~ .. ~ ~~ ~~~~ ~
........................ .................................... ......................... .~~ . . ~ ~ ~ ~~ ~ ~ .................. ......... ....................................... ............................ ...................... ..... ...... ............... .................... .............. ............. ....... .......................................... ~~ ~~ ~ ..~ ~
~ ~~~~~~~~~~~ ~~ ~~ ~, ~ ~ . ~~ ~.~ ~ ~~~~ ~ ~~~ ~
~~~~~~ ~ " ~~ ~~ ~~~ ~~ .- - t~~ ~
'ro j ect
Monthly
s
73.3
66.6
81.4
261.0
446.5 .......... ............ ............ .............. .......... .......... ............... ........ ........... ............ ........... .......... .............. .........
............ 106.6 ......... .... .. ....... .. .. .. .......
39.1
40.0
346.5
242.6
533.1
273.2
206.6
186.6
100.0
1,066.2
~~. . ~- ~ ~~
~~ ~~~
~~
........... .. .. ...... ... ... ... .... ..........
674.9
80.0
866.3
~~ ~
359.8 ......... .......... .......... ...... .......... ...... .. .........
199.9
..
Aging & Independence Services
HOME-DELIVERED MEALS
CAREGIVER MEAL DEMAND ASSESSMENT SURVEY
Family Caregiver Support Program (Title HIE) Planning
T-R-A-N-S-M-I-T-T-A-L F-O-R-M
This transmits to AIS the collection of surveys administered in each household of a home-
delivered meal client in the month identified below. This is a requirement for the Caregiver
Meal Demand Assessment of the Senior Nutrition Program contract. described in paragraph
4.2.5 of Statement of Work.
I Fragram I Home-Deliyqred Megls
Provider Name I I
I MONTH 1 YEAR
Receipt of surveys and certification below makes this contractor eligible for a monthly cash
claim in the amount of $ according to the terms of the agreement.
I certify that the aforementioned surveys were administered in the home at the time
of intake for a new client or at the time of the annual re-assessment.
Contract Staff Person:
(signature)
'i I,
t Aging & Independence Services HOME-DELIVERED MEALS
CAREGIVER MEAL DEMAND ASSESSMENT SURVEY
Family Caregiver Support Program (Title HIE) Planning
I Program 1, Home-Delivered Meat$.
Provider Name I I
The Home-Bound Client
{A Care Recipiq~t 6o-C naw eligiblefor a hdme-deliv&recf meal)
Question Answer
..
I Question I Circle One I
I Is this a new client? I Yes I No
Does the CLIENT have a primary Caregiver? I Yes I No I
Survey Completed by:
(name of provider staff person)