County of Orange MA-012-24011465 Page 1 of 36
OC Community Resources City of Fullerton File No. 2521502 Community Services
CONTRACT NO. MA-012-24011465
FOR THE PROVISION OF
COMMUNITY SERVICES
BETWEEN
COUNTY OF ORANGE
AND
CITY OF FULLERTON
CFDA# FAIN# PROGRAM/SERVICE TITLE FUNDING AGENCY
93.044 2401CAOASS-01 Special Programs for the Aging, Title III, Part B, Grants for Supportive Services and
Senior Centers
U.S. Department of
Health and Human
Services, Administration
for Community Living
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OC Community Resources City of Fullerton File No. 2521502 Community Services
Table of Contents
RECITALS ............................................................................................................................................................. 5 General Terms and Conditions: ........................................................................................................................... 7 A. Governing Law and Venue: .................................................................................................... 7 B. Entire Contract: ..................................................................................................................... 7 C. Amendments: ......................................................................................................................... 7 D. Intentionally left blank ............................................................................................................ 7 E. Delivery: ................................................................................................................................ 7 F. Acceptance Payment: .............................................................................................................. 7 G. Warranty: .............................................................................................................................. 7 H. Patent/Copyright Materials/Proprietary Infringement: ............................................................ 7 I. Assignment: ........................................................................................................................... 8 J. Non-Discrimination: ............................................................................................................... 8 K. Termination: .......................................................................................................................... 8 L. Consent to Breach Not Waiver: ............................................................................................... 9 M. Independent Subrecipient: ...................................................................................................... 9 N. Performance Warranty:.......................................................................................................... 9 O. Insurance Requirements: ........................................................................................................ 9 P. Changes: .............................................................................................................................. 12 Q. Change of Ownership/Name, Litigation Status, Conflicts with County Interest: ...................... 12 R. Force Majeure: ..................................................................................................................... 13 S. Confidentiality: .................................................................................................................... 13 T. Compliance with Laws: ......................................................................................................... 13 U. Intentionally left blank .......................................................................................................... 13 V. Severability: ......................................................................................................................... 13 W. Attorney Fees: ...................................................................................................................... 13 X. Interpretation:...................................................................................................................... 13 Y. Employee Eligibility Verification:.......................................................................................... 13 Z. Indemnification: ................................................................................................................... 14 AA. Audits/Inspections: ............................................................................................................... 14 BB. Contingency of Funds: .......................................................................................................... 14 CC. Expenditure Limit: ............................................................................................................... 14 Additional Terms and Conditions: ..................................................................................................................... 16
1. Scope of Contract: ................................................................................................................ 16
2. Term of Contract: ................................................................................................................ 16
3. Service Area: ........................................................................................................................ 16
4. Renewal: .............................................................................................................................. 16
5. Headings: ............................................................................................................................. 16 DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE County of Orange MA-012-24011465 Page 3 of 36
OC Community Resources City of Fullerton File No. 2521502 Community Services
6. Maximum Obligation ............................................................................................................ 16
7. Amendments – Changes/Extra Work: ................................................................................... 16
8. Breach of Contract: .............................................................................................................. 16
9. Conditions Affecting Work: .................................................................................................. 17
10. Conflict of Interest – Subrecipient’s Personnel: ..................................................................... 17
11. Conflict of Interest – County Personnel: ................................................................................ 17
12. Service Contract – Follow-On Work: .................................................................................... 17
13. Project Manager, County: ..................................................................................................... 17
14. Subrecipient’s Project Manager and Key Personnel: .............................................................. 17
15. Data – Title To: .................................................................................................................... 18
16. Licenses: .............................................................................................................................. 19
17. Disputes – Contract: ............................................................................................................. 19
18. EDD Independent Subrecipient Reporting Requirements: ..................................................... 19
19. Errors and Omissions: .......................................................................................................... 20
20. Non-Supplantation of Funds: ................................................................................................ 20
21. Satisfactory Work: ............................................................................................................... 20
22. Access and Records: ............................................................................................................. 20
23. Signature in Counterparts: ................................................................................................... 21
24. Reports/Meetings: ................................................................................................................ 21
25. Subcontracting: .................................................................................................................... 21
26. Equal Employment Opportunity: .......................................................................................... 21
27. Gratuities: ............................................................................................................................ 21
28. Media Contact/News/Information Release: ............................................................................ 22
29. Notices: ................................................................................................................................ 22
30. Ownership of Documents: ..................................................................................................... 22
31. Precedence: .......................................................................................................................... 22
32. Termination – Orderly: ........................................................................................................ 22
33. Default – Re-Procurement Costs: .......................................................................................... 23
34. County Branding and Funding Source Identification Requirements: ...................................... 23
35. Debarment: .......................................................................................................................... 24
36. Lobbying Certification:......................................................................................................... 24
37. Fraud: .................................................................................................................................. 24
38. Fiscal Appropriations: .......................................................................................................... 24
39. Fiscal Accountability: ........................................................................................................... 24
40. Indirect Costs: ...................................................................................................................... 25
41. Dissolution of Entity: ............................................................................................................ 25
42. Performance Standards: ....................................................................................................... 25
43. Payments .............................................................................................................................. 27 DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE County of Orange MA-012-24011465 Page 4 of 36
OC Community Resources City of Fullerton File No. 2521502 Community Services
44. Budget Schedule: .................................................................................................................. 28
45. Modification of Budget Schedule: .......................................................................................... 28
46. Annual Audit: ...................................................................................................................... 28
47. Audit Requirements: ............................................................................................................ 28
48. Non-Discrimination and Compliance Provisions: ................................................................... 30
49. Drug Free Workplace: .......................................................................................................... 31
50. D-U-N-S Number and Related Information: .......................................................................... 31
51. Modification of Program Components and Service Levels: ..................................................... 31
52. Complaint Resolution Process and Grievance Procedures for Participants: ............................ 32
53. Sectarian Activities: .............................................................................................................. 32
54. Policies and Procedures: ....................................................................................................... 32
55. Sweat-free Code of Conduct: ................................................................................................. 33
56. S.W.A.G: .............................................................................................................................. 33
57. Corporate Status: ................................................................................................................. 33
58. Compliance with Other Laws: ............................................................................................... 33
59. Focal Points: ......................................................................................................................... 34
60. Covenant Against Contingent Fees: ....................................................................................... 34
61. Set-Off: ................................................................................................................................ 35 SIGNATURE PAGE ........................................................................................................................................... 36
ATTACHMENTS
Attachment A – Scope of Services
Attachment B – Payment/Compensation
Attachment C – Budget Schedule
Attachment D – Staffing Plan
Attachment E – Performance Standards
Attachment F – Federal Award Identification
EXHIBITS
Exhibit 1 – Drug Free Workplace Certification
Exhibit 2 – Debarment and Suspension Certificate
Exhibit 3 – Certification Regarding Lobbying
Exhibit 4 – Disclosure Form to Report Lobbying
Exhibit 5 – OC Community Resources Contract Reimbursement Policy Exhibit 6 – Focal Points
Exhibit 7 – California Civic Rights Laws Certification
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OC Community Resources City of Fullerton File No. 2521502 Community Services
Contract No. MA-012-24011465
with
City of Fulerton
for
Community Services
This Contract No. MA-012-24011465 for Community Services (hereinafter referred to as “Contract”) is made and entered into as of the date fully executed by and between the County of Orange, a political subdivision of the State of California; hereinafter referred to as “County” and City of Fullerton, D-U-N-S No. 081814881, a California municipal corporation, with a place of business at 303 W. Commonwealth Avenue , Fullerton, CA 92832-1710 (hereinafter referred to as “Subrecipient ”), with the County and Subrecipient sometimes referred to as “Party” or collectively as “Parties”.
ATTACHMENTS
This Contract is comprised of this document and the following Attachments, which are attached hereto and incorporated by reference into this Contract:
Attachment A – Scope of Services
Attachment B – Payment/Compensation
Attachment C – Budget Schedule
Attachment D – Staffing Plan
Attachment E – Performance Standards
Attachment F – Federal Award Identification
Exhibit 1 – Drug Free Workplace Certification
Exhibit 2 – Debarment and Suspension Certificate
Exhibit 3 – Certification Regarding Lobbying
Exhibit 4 – Disclosure Form to Report Lobbying
Exhibit 5 – OC Community Resources Contract Reimbursement Policy Exhibit 6 – Focal Points
Exhibit 7 – California Civil Rights Laws Certification
RECITALS
WHEREAS, Subrecipient and County are entering into this Contract for Community Services under a cost reimbursement Contract; and
WHEREAS, County solicited Contract for County of Orange Aging Program Services as set forth herein, and Subrecipient represented that it is qualified to provide Community Services to the County as further set forth herein; and
WHEREAS, Subrecipient agrees to provide Comunity Services to the County as further set forth in the Scope of Service, attached hereto as Attachment A; and
WHEREAS, County agrees to pay Subrecipient based on the schedule of fees set forth in Payment/Compensation, attached hereto as Attachment B; and
WHEREAS, Subrecipient agrees to manage allotted funding set forth in the Budget Schedule , attached hereto as Attachment C; and
WHEREAS, Subrecipient agrees to provide staff set forth in Staffing Plan, attached hereto as Attachment D; and
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WHEREAS, Subrecipient agrees to meet the Performance Standards requirements set forth in attached hereto as Attachment E; and
WHEREAS, the County Board of S upervisors has authorized the County Procurement Officer or his Deputized designee to enter into a Contract for Community Services with the Subrecipient to carry out certain program services and activities for the Fiscal Year FY 2024-25.
NOW, THEREFORE, the Parties mutually agree as follows:
DEFINITIONS
“Administrator” means the Executive Director, Orange County Office on Aging (“OoA” or “Office on Aging”), the designated Area Agency on Aging for Orange County, or designee thereof.
“Allocation” means the process of assigning a cost, or a group of costs, to one or more cost objective(s), in reasonable proportion to the benefit provided or other equitable relationship. The process may entail assigning a cost(s) directly to a final cost objective or through one or more intermediate cost objectives. (2 CFR 200.1 and 45 CFR 75.2)
“County’s Contract Administrator” means the Contract Manager who shall administer this Contract as is necessary or reasonable to comply with County policies.
“Disallowed costs” means those charges determined to be unallowable, in accordance with the applicable Federal statutes, regulations, or the terms and conditions of the Federal award. (2 CFR 200. 1 and 45 CFR 75.2)
“DUNS Number:” A unique 9 -digit identifier issued and maintained by Dun & Bradstreet (D&B) that verifies the existence of a business entity. The DUNS number is needed to coordinate with the System for Award Management (SAM) that combines federal procurement systems and the Catalog of Federal Domestic Assistance into one new system. https://www.SAM.gov
.
“Information & Assistance (I&A)” means the function of the Office on Aging that refers older adults to appropriate service and assistance agencies in Orange County.
“Program Income” means revenue generated by the Subrecipient or the Subcontractor from contract- supported activities and may include voluntary contributions received from a participant or other party for services received, income from usage or rental fees of real or personal property acquired with grant funds or funds provided under this Agreement, royalties received on patents and copyrights from contract - supported activities, or proceeds from the sale of goods created under a California Department of Aging (“CDA”) grant funds.
“Questioned Costs” means a cost that is questioned by the auditor because of an audit finding which resulted from a violation or possible violation of a statute, regulation, or the terms and conditions of a Federal award, including for funds used to match Federal funds; where the costs, at the time of the audit, are not supported by adequate documentation; or where the costs incurred appear unreasonable and do not reflect the actions a prudent person would take in the circumstances. (2 CFR 200.1 and 45 CFR 75.2). “Recoverable cost” means the questioned cost identified from an audit.
"Subcontract” means any form of legal agreement between County and the Subcontractor, including an agreement that the County or Subcontractor would consider to be a contract, including vendor type agreements for providing good or services under this Contract.
“Subcontractor” and “subcontractor” means the legal entity that receives funds from County to carry out any part of a federal award identified in this Contract.
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“UEI” means the Unique Entity ID - a 12-character alphanumeric ID assigned to an entity by SAM.gov on April 4, 2022. As part of this transition, the DUNS number has been removed from SAM.gov and entity registration, searching, and data entry in SAM.gov now require use of the new Unique Entity ID.
ARTICLES
General Terms and Conditions:
A. Governing Law and Venue: This Contract has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure S ection 394. Furthermore, the Parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.
B. Entire Contract: This Contract contains the entire Contract between the Parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited to installers of software, shall not be valid or binding on County unless accepted in writing by County’s Contract Administrator.
C. Amendments: No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the Parties ; no oral understanding or agreement not incorporated herein shall be binding on either of the Parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing.
D. Intentionally left blank
E. Delivery: Time of delivery of goods or services is of the essence in this Contract. County reserves the right to refuse any goods or services and to cancel all or any part of the goods not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed statement of work. Acceptance of any part of the order for goods shall not bind County to accept future shipments nor deprive it of the right to return goods already accepted at Subrecipient’s expense. Over shipments and under shipments of goods shall be only as agreed to in writing by County. Delivery shall not be deemed to be complete until all goods or services have actually been received and accepted in writing by County.
F. Acceptance Payment: Unless otherwise agreed to in writing by County, 1) acceptance shall not be deemed complete unless in writing and until all the goods/services have actually been received, inspected, and tested to the satisfaction of County, and 2) payment shall be made in arrears after satisfactory acceptance.
G. Warranty: Subrecipient expressly warrants that the services covered by this Contract are fit for the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement upon Subrecipient’s part to indemnify, defend and hold County and County Indemnitees as identified in Paragraph Z below, harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by C ounty by reason of the failure of the services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non- compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.
H. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly provided in this Contract, Subrecipient shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Subrecipient warrants that any software as modified through DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE County of Orange MA-012-24011465 Page 8 of 36
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services provided hereunder will not infringe upon or viol ate any patent, proprietary right, or trade secret right of any third party. Subrecipient agrees that, in accordance with the more specific requirement contained in paragraph “Z” below, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees.
I. Assignment: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the Parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned by Subrecipient without the express written consent of County. Any attempt by Subrecipient to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract.
J. Non-Discrimination: In the performance of this Contract, Subrecipient agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons.
Subrecipient acknowledges that a violation of this provision shall subject Subrecipient to penalties pursuant to Section 1741 of the California Labor Code.
K. Termination: In addition to any other remedies or rights it may have by law, County has the right to immediately terminate this Contract without penalty, cost, expense or liability of any kind for cause or after 30 days’ written notice without cause, unless otherwise specified. Cause shall be defined as any material breach of contract, any misrepresentation or fraud on the part of the Subrecipient. Exercise by County of its right to terminate the Contract for cause or without cause shall relieve County of all further obligation, cost, expense or liability of any kind.
1. Termination for cause includes, among other things, the County’s termination of the Contract in the event of:
i. A violation of the law or failure to comply in a timely manner with any condition of this Contract; ii. Inadequate program performance;
iii. Failure to comply with reporting requirements;
iv. Evidence that Subrecipient is in such an unsatisfactory financial condition, as determined by County, as to endanger performance of this Contract, including the loss of other funding sources; v. Delinquency in payment of taxes or the costs of performance of this Contract in the ordinary course of business;
vi. Appointment of a trustee, receiver or liquidator for all or a substantial part of Subrecipient’s property, or institution of bankruptcy, reorganization, arrangement of l iquidation proceedings by or against Subrecipient;
vii. Service of any writ of attachment, levy of execution, or commencement of garnishment proceedings against Subrecipient’s assets or income;
viii. Bankruptcy proceedings of Subrecipient;
ix. Finding of debarment or suspension;
x. Material change in Subrecipient’s organizational structure; xi. Any breach of Contract,
xii. Any misrepresentation, or fraud on the part of the Subrecipient; County may terminate this Contract and be relieved of the payment of any compensation to Subrecipient.
In the event of such termination, County may proceed with the work for which this Contract provides in any manner deemed proper by County. The cost to County of completing the work for which this Contract provides shall be deducted from any sums due Subrec ipient under this Contract but Subrecipient shall not be relieved of liability. Notwithstanding the above, Subrecipient shall not be relieved of liability to DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE County of Orange MA-012-24011465 Page 9 of 36
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County for damages sustained by County by virtue of any breach of this Contract by Subrecipient, a nd County may withhold any payments to Subrecipient until such time as the exact amount of damages due County from Subrecipient is determined.
2. Termination for convenience. County may terminate this Contract, without cause, upon thirty (30) days written notice to Subrecipient, except County may terminate this Contract for failure of any of the funding contingencies set forth in Paragraph BB, Contingency of Funds, upon ten (10) days written notice to Subrecipient.
3. Return of funds. Subrecipient agrees that u pon expiration or notice of termination of this Contract or dissolution of Subrecipient’s entity, Subrecipient shall, immediately upon written demand, return to County all funds paid to Subrecipient by County, which are not payable for goods or services de livered prior to the termination or expiration of this Contract or the dissolution of Subrecipient’s entity.
4. Cancellation of commitments/termination claim. After receipt of notice of termination, Subrecipient shall cancel outstanding commitments required by this Contract. i. With respect to the above -cancelled commitments, Subrecipient agrees to provide, within ten (10) days of a notice of termination, a plan for settlement of all outstanding liabilities and all claims arising out of such cancellation of commitments. Such plan shall be subject to the approval of Administrator. ii. Subrecipient shall submit a termination claim to Administrator promptly after receipt of a notice of termination, but in no event later than sixty (60) days from the effective date there of unless an extension, in writing, is granted by Administrator.
L. Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.
M. Independent Subrecipient: Subrecipient shall be considered an independent contractor and neither Subrecipient, its employees, nor anyone working under Subrecipient shall be considered an agent or an employee of County. Neither S ubrecipient, its employees nor anyone working under Subrecipient shall qualify for workers’ compensation or other fringe benefits of any kind through County. Subrecipient will be responsible for any and all tax consequences of receiving grant funds including, but not limited to, issuance of a Form 1099 by the County.
N. Performance Warranty: Subrecipient shall warrant all work under this Co ntract, taking necessary steps and precautions to perform the work to County’s satisfaction. Subrecipient shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other goods/services furnished by the Subrecipient under this Contract. Subrecipient shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Subrecipient shall be fully responsible for all work performed by subcontractors.
O. Insurance Requirements: Prior to the provision of services under this Contract, the Subrecepient agrees to carry all required insurance at Subrecepient’s expense, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Contract have been complied with. Subrecepient agrees to keep such insurance coverage current, provide Certificates of Insurance, and endorsements to the County during the entire term of this Contract.
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Subrecepient shall ensure that all subcontractors performing work on behalf of Subrecepient pursuant to this Contract shall be covered under Subrecepient ’s insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Subrecepient . Subrecepient shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Subrecepient under this Contract. It is the obligation of Subrecepient to provide notice of the insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by Subrecepient through the entirety of this Contract for inspection by County representative(s) at any reasonable time.
All self-insured retentions (SIRs) shall be clearly stated on the Certificate of Insurance. Any SIRs in excess of Fifty Thousand Dollars $50,000 shall specifically be approved by the County’s Risk Manager, or designee.
The County reserves the right to require current audited financial reports from Contractor. If Subrecipient is self-insured, Subrecipient will indemnify the County for any and all claims resulting or arising from Subrecipient’s services in accordance with the indemnity provision stated in this contract.
If the Subrecipient fails to maintain insurance acceptable to the County for the full term of this Contract, the County may terminate this Contract.
Qualified Insurer
The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M.
Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com).
If the insurance carrier does not have an A.M. Best Rating of A -/VIII, CEO/ Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings.
The policy or policies of insurance maintained by the Contractor shall provide the minimum limits and coverage as set forth below:
Coverage Minimum Limits
Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate
Automobile Liability including coverage $1,000,000 combined for owned, non-owned and hired vehicles single limit each accident
Workers Compensation S tatutory
Employers Liability Insurance $1,000,000 per accident or disease
Network Security & Privacy $1,000,000 per claims- made Liability
Professional Liability $1,000,000 per claims-made or occurrence $1,000,000 aggregate
Sexual Misconduct $1,000,000 per occurrence
Employee Dishonesty (Limit commensurate limit with exposure)
Increased insurance limits may be satisfied with Excess/Umbrella policies. Excess/Umbrella policies when required must provide Follow Form coverage.
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Required Coverage Forms
The Commercial General Liability coverage shall be written on occurrence basis utilizing Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad.
The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad.
Required Endorsements
The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance:
1) An Additional Insured endorsement using ISO form CG 20 26 04 13, or a form at least as broad naming the County of Orange its elected and appointed officials, officers, employees, and agents as Additional Insureds, or provide blanket coverage, which will state AS REQUIRED BY WRITTEN CONTRACT.
2) A primary non-contributory endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Subrecepient’s insurance is prim ary and any insurance or self -insurance maintained by the County of Orange shall be excess and non-contributing.
The Workers’ Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Ora nge, its elected and appointed officials, officers, agents and employees or provide blanket coverage, which will state AS REQUIRED BY WRITTEN CONTRACT.
The Network S ecurity and Privacy Liability policy shall contain the following endorsements which shal l accompany the Certificate of Insurance:
1) An Additional Insured endorsement naming the County of Orange, its elected and appointed officials, officers, agents and employees as Additional Insureds for its vicarious liability.
2) A primary and non-contributing endorsement evidencing that the Subrecipient’s insurance is primary and any insurance or self -insurance maintained by the County of Orange shall be excess and non- contributing.
All insurance policies required by this Contract shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, employees, and agents when acting within the scope of their appointment or employment.
The County of Orange shall be the loss payee on the Employee Dishonesty coverage. A Loss Payee endorsement evidencing that the County of Orange is a Loss Payee shall accompany the Certificate of Insurance.
Subrecepient shall provide thirty (30) days prior written notice to the County of any policy cancellation or non-renewal and ten (10) days prior written notice where cancellation is due to non- payment of premium and provide a copy of the cancellation notice to County. Failure to provide written notice of cancellation may constitute a material breach of the Contract, upon which the County may suspend or terminate this Contract.
If Subrecepient’s Professional Liability, Sexual Misconduct, Technology Errors & Omissions and/or Network Security & Privacy Liability are “Claims-Made” policy(ies), Contractor shall agree to the following:
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1) The retroactive date must be shown and must be before the date of the contract or the beginning of the contract services.
2) Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after expiration or earlier termination of contract services.
3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the contract services, Contractor must purchase an extended reporting period for a minimum of three (3) years after expiration of earlier termination of the Contract.
The Commercial General Liability policy shall contain a severability o f interests clause also known as a “separation of insureds” clause (standard in the ISO CG 0001 policy).
Insurance certificates should be forwarded to the agency/department address listed on the solicitation.
If the Subrecipient fails to provide the insu rance certificates and endorsements within seven (7) days of notification by the Contract Administrator, award may be made to the next qualified vendor.
County expressly retains the right to require Subrecipient to increase or decrease insurance of any of the above insurance types throughout the term of this Contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County.
County shall notify Subrecipient in writing of changes in the insurance requirements. If Subrecipient does not deposit copies of acceptable Certificates of Insurance and endorsements with County incorporating such changes within thirty (30) days of receipt of such notice, this Contract may be in breach without further notice to Subrecipient, and County shall be entitled to all legal remedies.
The procuring of such required policy or policies of insurance shall not be construed to limit Subrecipient's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract, nor act in any way to reduce the policy coverage and limits available from the insurer.
P. Changes: Subrecipient shall make no changes in the work or perform any additional work without the County’s specific written approval.
Q. Change of Ownership/Name, Litigation Status, Conflicts with County Interest: Subrecipient agrees that if there is a change or transfer in ownership of Subrecipient’s business prior to completion of this Contract, and the County agrees to an assignment of the Contract, the new owners shall be required under terms of sale or other instruments of transfer to assume Subrecipient’s duties and obligations contained in this Contract and complete them to the satisfaction of the County.
County reserves the right to immediately terminate the Contract in the event the County determines that the assignee is not qualified or is otherwise unacceptable to the County for the provision of services under the Contract.
In addition, Subrecipient has the duty to notify the County in writing of any change in the Subrecipient ’s status with respect to name changes that do not require an assignment of the Contract. The Subrecipient is also obligated to notify the County in writing if the Subrecipient becomes a party to any litigation against the County, or a party to litigation that may reasonably affect the Subrecipient’s performance under the Contract, as well as any potential conflicts of interest between Subrecipient and County that may arise prior to or during the period of Contract performance. While Subrecipient will be required to provide this information without prompting from the County any time there is a change in Subrecipient’s name, conflict of interest or litigation DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE County of Orange MA-012-24011465 Page 13 of 36
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status, Subrecipient must also provide an update to the County of its status in these areas whenever requested by the County.
The Subrecipient shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with County interests. In addition to the Subrecipient, this obligation shall apply to the Subrecipient’s employees, agents, and subcontractors associated with the provision of goods and services provided under this Contract. The Subrecipient’s efforts shall include, but not be limited to establishing rules and procedures preventing its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers in the performance of their duties.
R. Force Majeure: Subrecipient shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided Subrecipient gives written notice of the cause of the delay to County within 36 hours of the start of the delay and Subrecipient avails himself of any available remedies.
S. Confidentiality: Subrecipient agrees to maintain the confidentiality of all County and County- related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Subrecipient and Subrecipient’s staff, agents and employees.
T. Compliance with Laws: Subrecipient represents and warrants that services to be provided under this Contract shall fully comply, at Subrecipient’s expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively “laws”), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Subrecipient acknowledges that County is relying on Subrecipient to ensure such compliance, and pursuant to the requirements of paragraph “Z” below, Subrecipient agrees that it shall defend, indemnify and hold County and County I ndemnitees harmless from all liability , damages, costs and expenses arising from or related to a violation of such laws.
U. Intentionally left blank
V. Severability: If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.
W. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney’s fees, costs and expenses.
X. Interpretation: This Contract has been negotiated at arm’s length and between pe rsons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto or by any person representing them, or both. Acc ordingly, any rule or law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to affect the purpose of the Parties and this Contract.
Y. Employee Eligibility Verification: The Subrecipient warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE County of Orange MA-012-24011465 Page 14 of 36
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statutes and regulations. The Subrecipient shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or S tate statutes and regulations including, but not limited to, the Immigration Reform and Control Act o f 1986, 8 U.S .C. §1324 et seq., as they currently exist and as they may be hereafter amended. The Subrecipient shall retain all such documentation for all covered employees for the period prescribed by the law. The Subrecipient shall indemnify, defend wit h counsel approved in writing by County , and hold harmless, the County, and its County Indemnitees, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against the Subrecipient or the County or County Indemnitees, any combination of the three in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract.
Z. Indemnification: Subrecipient agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of S upervisors acts as the governing Board (“County Indemnitees”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Subrecipient, its agents, employees, affiliates or subcontractors, pursuant to this Contract. If judgment is entered against Subrecipient and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Subrecipient and County agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
AA. Audits/Inspections: Subrecipient agrees to permit the County’s Auditor -Controller or the Auditor - Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files , financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Subrecipient for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection.
The County reserves the right to audit and verify the Subrecipient’s records before final payment is made.
Subrecipient agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Subrecipient agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Subrecipient agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract.
Should the Subrecipient cease to exist as a legal entity, the Subrecipient’s records pertaining to this Contract shall be forwarded to the County’s Project Manager.
BB. Contingency of Funds: Subrecipient acknowledges that funding or portions of funding for this Contract may be contingent upon State or Federal budget approval; receipt of funds from, and/or obligation of funds by, the S tate of California or Federal gover nment to County; and inclusion of suf ficient funding for the services hereunder in the budget approved by County’s Board of Supervisors for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, County may terminate upon ten (10) days written notice or modify this Contract without penalty.
CC. Expenditure Limit: The Subrecipient shall notify the County of Orange assigned Contract Administrator in writing when the expenditures against the Contract reach 75 percent of the dollar limit on the Contract.
The County will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on the Contract unless a written and approved change order to cover those costs has been issued.
Board of Supervisor approval may be required.
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Additional Terms and Conditions:
1. Scope of Contract: This Contract specifies the contractual terms and conditions by which the County will procure Community Services from Subrecipient as further detailed in the Scope of Work, identified and incorporated herein by this reference as Attachment A.
2. Term of Contract: This Contract shall commence July 1, 2024 and continue through June 30, 2025, unless otherwise terminated by the County.
3. Service Area: Subrecipient shall provide services to the following Service Area(s):
Service Areas
Service Area 1 North
4. Renewal: This Contract may be renewed by mutual written agreement of both Parties for three (3) additional one (1) year terms. The County does not have to give reason if it elects not to renew. Renewal periods may be subject to approval by the County of Orange Board of Supervisors. The costs for any renewal periods shall be substantially similar to the initial term of the Contract and continue to be reasonable and necessary for all renewals. In connection with a possible renewal, t he County shall have the right to consider Subrecipient’s actual expenditures, the units of service, the current cost policy stand ards, and changes in program requirements, and Subrecipient shall, upon the County’s request, promptly provide to the County all documentation related to such items.
5. Headings: The various headings and numbers herein, the grouping of provisions of this C ontract into separate clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof.
6. Maximum Obligation: The total Maximum Obligation of County to the Subrecipient for the cost of services provided in accordance with this Contract is $71,082, as further detailed in the Budget Schedule, identified and incorporated herein by this reference as Attachment C.
7. Amendments – Changes/Extra Work: The Subrecipient shall make no changes to this Contract without the County’s written consent. In the event that there are new or unforeseen requirements, the County has the discretion with the Subrecipient’s concurrence, to make changes at any time without changing the scope or price of the Contract.
If County-initiated changes or changes in laws or government regulations affect price, the Subrecipient’s ability to deliver services, or the project schedule, the Subrecipient will give County written notice no later than ten (10) days from the date the law or regulation went into effect or the date the change was proposed and Subrecipient was notified of the change. Such changes shall be agreed to in writing and incorporated into a Contract amendment. S aid amendment shall be issued by the County-assigned Contract A dministrator, shall require the mutual consent of all Parties, and may be subject to approval by the County Board of supervisors. Nothing herein shall prohibit the Subrecipient from proceeding with the work as originally set forth or as previously amended in this Contract.
8. Breach of Contract: The failure of the Subrecipient to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event the County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract:
a) Terminate the Contract immediately, pursuant to Paragraph K herein;
b) Afford the Subrecipient written notice of the breach and ten (10) calendar days or such shorter time that may be specified in this Contract within which to cure the breach; DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE County of Orange MA-012-24011465 Page 17 of 36
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c) Discontinue payment to the Subrecipient for and during the period in which the Subrecipient is in breach; and
d) Offset against any monies billed by the Subrecipient but yet unpaid by the County those monies disallowed pursuant to the above.
9. Conditions Affecting Work: The Subrecipient shall be responsible for taking all steps reasonably necessary, to ascertain the nature and location of the work to be performed under this Contract; and to know the general conditions which can affect the work or the cost thereof. Any failure by the Subrecipient to do so will not relieve Subrecipient from responsibility for successfully performing the work without additional cost to the County. The County assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agent s prior to the execution of this Contract, unless such understanding or representations by the County are expressly stated in the Contract.
10. Conflict of Interest – Subrecipient’s Personnel: The Subrecipient shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the County. This obligation shall apply to the Subrecipient ; the Subrecipient’s employees, agents, and subcontractors associated with accomplishing work and services hereunder. The Subrecipient’s efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers from acting in the best interests of the County.
The Subrecipient shall not use moneys provided under this Contract to pay or reimburse any staff person of Subrecipient or any consultant to Subrecipient, if such staff person or consultant is a member of the Board of Directors, or other official governing body, of S ubrecipient. Subrecipient shall further be subject to the full texts of local, State and federal conflict of interest statutes applicable to this Contract.
11. Conflict of Interest – County Personnel: The County of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest. The Subrecipient shall not, during the period of this Contract, employ any County employee for any purpose.
12. Service Contract – Follow-On Work: No person, firm, subsidiary or subcontractor of a firm that has been awarded a consulting services contract or a contract which includes a consulting component may be awarded a Contract for the performance of services, the purchase of goods or supplies, or the provision of any other related action which arises from or can reasonably be deemed an end -product of work performed under the initial consulting to consulting-related Contract.
13. Project Manager, County: The County shall appoint a Project Manager to act as liaison between the County and the Subrecipient during the term of this C ontract. The County’s Project Manager shall coordinate the activities of the County staff assigned to work with the Subrecipient.
14. Subrecipient’s Project Manager and Key Personnel: Subrecipient shall appoint a Project Manager to direct the Subrecipient’s efforts in fulfilling Subrecipient’s obligations under this Contract. This Project Manager shall be subject to approval by the County and shall not be changed without the written consent of the County’s Project Manager, which consent shall not be unreasonably withheld.
The Subrecipient’s Project Manager, in consultation and agreement with the County, shall be assigned to this project for the duration of the Contract and shall diligently pursue all work and services to meet the project time lines. The County’s Project Manager , in consultation and agreement with the Director, shall have the right to require the removal and replacement of the Subrecipient’s Project Manager from providing services to the County under this Contract. The County’s Project Manager shall notify the Subrecipient in writing of such action. The Subrecipient shall accomplish the removal within five (5) business days after written notice DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE County of Orange MA-012-24011465 Page 18 of 36
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by the County’s Project Manager. The County’s Project Manager shall review and approve the appointment of the replacement for the Subrecipient’s Project Manager. The County is not required to prov ide any additional information, reason or rationale in the event it requires the removal of Subrecipient’s Project Manager from providing further services under the Contract.
15. Data – Title To: All materials, documents, data or information obtained from the County data files or any County medium furnished to the Subrecipient in the performance of this Contract will at all times remain the property of the County. Such data or information may not be used or copied for direct or indirect use by the Subrecipient after completion or termination of this Contract without the express written consent of the County. All materials, documents, data or information, including copies, must be returned to the County at the end of this Contract.
A. Copyrights
1. If any material funded by this Contract is subject to copyright, the State of California reserves the right to copyright such material and the Subrecipient agrees not to copyright such material, except as set forth in Paragraph 14(B) below.
2. The Subrecipient may request permission to copyright material by writing to the Director of Office on Aging. The Office on Aging will request permission from the Director of CDA. The County shall use commercially reasonable efforts to secure from the Director of CDA permission, or reason for denying permission to the County in writing within approximately sixty (60) days of receipt of the request, and will inform Subrecipient after receiving a decision from CDA.
3. If the material is copyrighted wi th the consent of CDA, the State of California reserves, and Subrecipient hereby grants to the State of California, a royalty -free, non- exclusive, and irrevocable license to reproduce, prepare derivative works, publish, distribute and use such materials, in whole or in part, and to authorize others to do so, provided written credit is given to the author. Subrecipient also hereby grants to the County, a royalty-free, non-exclusive, and irrevocable license to reproduce, prepare derivative works, publish, di stribute and use such materials, in whole or in part, and to authorize others to do so, provided written credit is given to the author.
4. The Subrecipient certifies that it has appropriate systems and controls in place to ensure that State of California and/or County funds will not be used in the performance of this Contract for the acquisition, operation, or maintenance of computer software in violation of copyright laws.
B. Rights in Data
1. The Subrecipient shall not publish or transfer any materials, as defined in P aragraph 14(B)(2) below, produced or resulting from activities supported by this Contract without the express written consent of the Director of Office on Aging. The County shall use commercially reasonable efforts to (1) respond; and (2) if appropriate, secure consent from the Director of CDA, or the reasons for denial, and any conditions under which it is given or denied, within sixty (60) days after the written request is receiv ed by County. CDA and/or County may request a copy of the material for review prior to approval of the request. This subsection is not intended to prohibit the Subrecipient from sharing identifying client information authorized by the participant or summary program information which is not client-specific.
2. As used in this Contract , the term “subject data” means writings, sound recordings, pictorial reproductions, drawings, designs or graphic representations, procedural manuals, forms, diagrams, workflow charts, equipment descriptions, data files and data processing or computer programs, and works of any similar nature (whether or not copyrighted or copyrightable) which DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE County of Orange MA-012-24011465 Page 19 of 36
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are first produced or developed under this Contract. The term does not include financial reports, or cost analyses and similar information incidental to contract administration, or the exchange of that information between Area Agencies on Aging to facilitate uniformity of contract and program administration on a statewide basis.
3. Subject only to other provisions of th e Standard Agreement for Contract Number AP -1920-22 by and between the County and CDA, the State of California may use, duplicate, or disclose in any manner, and have or permit others to do so subject to State and federal law.
16. Licenses: At its own expense, Subrecipient and its subcontractors, if any, shall, at all time during the term of this Contract, maintain in full force and effect such licenses or permits as may be required by the S tate of California or any other government entity. Subrecipient and his subcontractors, if any, shall strictly adhere to, and obey, all governmental rules and regulations now in effect or as subsequently enacted or modified, as promulgated by any local, State, or Federal governmental entity.
17. Disputes – Contract:
A. The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Subrecipient’s Project Manager and the County’s Project Manager, such matter shall be brought to the attention of the Contract Administrator by way of the following process:
1. The Subrecipient shall submit to the agency/department assigned Contract Administrator a written demand for a final decision regarding the disposition of any dispute between the Parties arising under, related to, or involving this Contract, unless the County, on its own initiative, has already rendered such a final decision.
2. The Subrecipient’s written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Subrecipient shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which the Subrecipient believes the County is liable.
B. Pending the final resolution of any dispute arising under, related to, or involving this Contract, the Subrecipient agrees to diligently proceed with the performance of this Contract, including the delivery of goods and/or provision of services. The Subrecipient’s failure to diligently proceed shall be considered a material breach of this Contract.
Any final decision of the County shall be expressly identified as such, shall be in writing, and shall be signed by the Director. If the County fails to render a decision within 90 days after receipt of the Subrecipient’s demand, it shall be deemed a final decision adverse to the Subrecipient’s contentions. Nothing in this section shall be construed as affecting the County’s right to terminate the Contract for cause or termination for convenience as stated in Paragraph K herein.
18. EDD Independent Subrecipient Reporting Requirements: Effective January 1, 2001, the County of Orange is required to file in accordance with subdivision (a) of Section 6041A of the Internal Revenue Code for services received from a “service provider” to whom the County pays $600 or more or with whom the County enters into a contract for $600 or more within a single calendar year. The purpose of this reporting requirement is to increase child support collection by helping to locate parents who are delinquent in their child support obligations.
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The term “service provider” is defined in California Unemployment Insurance Code S ection 1088.8, Subparagraph B.2 as “an individual who is not an employee of the service recipient for California purposes and who received compensation or executes a contract for services performed for that service recipient within or without the State.” The term is further defined by the California Employment Development Department to refer specifically to independent Subrecipients. An independent Subrecipient is defined as “an individual who is not an employee of the ... government entity for California purposes and who receives compensation or executes a contract for services performed for that ... government entity either in or outside of California.”
The reporting requirement does not apply to corporations, general partnerships, limited liability partnerships, and limited liability companies.
Additional information on this reporting requirement can be found at the California Employment Development Department web site located at http://www.edd.ca.gov/Employer_Services.htm.
19. Errors and Omissions: All reports, files and other documents prepared and submitted by Subrecipient shall be complete and shall be carefully checked by the professional(s) identified by Subrecipient as Project Manager and key personnel attached hereto, prior to submission to the County. Subrecipient agrees that County review is discretionary and Subrecipient shall not assume that the County will discover errors and/or omissions. If the County discovers any errors or omissions prior to approving Subrecipient’s reports, files and other written documents, the reports, files or documents will be returned to Subrecipient for correction.
Should the County or others discover errors or omissions in the reports, files or other written documents submitted by the Subrecipient after County approval thereof, County approval of Subrecipient’s reports, files or documents shall not be used as a defense by Subrecipient in any action between the County and Subrecipient, and the reports, files or documents will be returned to Subrecipient for correction.
20. Non-Supplantation of Funds: Subrecipient shall not supplant any Federal, State, or County funds intended for the purposes of this Contract with any funds made available under this Contract. Subrecipient shall not claim reimbursement from County for, or apply sums received from County with respect to, that portion of its obligations which have been paid by another source of revenue. Subrecipient agrees that it shall not use funds received pursuant to this Contract, either directly or indirectly, as a contribution or compensation for the purposes of obtaining Federal, State, or County funds under any Federal, State, or County program without prior written approval from the County.
21. Satisfactory Work: Services rendered hereunder are to be performed to the written satisfaction of County .
County’s staff will interpret all reports and determine the quality, acceptability and progress of the services rendered.
22. Access and Records : County, the State of Cali fornia and the United S tates Government and/or their representatives, shall have access, for purposes of monitoring, auditing, and examining, to Subrecipient’s activities, books, documents and papers (including computer records and emails) and to records o f Subrecipient’s subcontractors, consultants, contracted employees, bookkeepers, accountants, employees and participants related to this Contract. Subrecipient shall insert this condition in each Contract between Subrecipient and a subcontractor that is pursuant to this Contract shall require the subcontractor to agree to this condition. S uch departments or representatives shall have the right to make excerpts, transcripts and photocopies of such records and to schedule on site monitoring at their discretion. Monitoring activities also may include, but are not limited to, questioning employees and participants and entering any premises or onto any site in which any of the services or activities funded hereunder are conducted or in which any of the records of Subrecipient are kept. Subrecipient shall make available its books, documents, papers, financial records, etc., within three (3) days after receipt of written demand by Director which shall be deemed received upon date of sending. In the event Subrecipient does not make the above referenced documents available within the County of Orange, California, Subrecipient agrees to pay all necessary and reasonable expenses incurred by County, or County’s designee, in conducting any audit at the location where said records and books of account are maintained.
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23. Signature in Counterparts: The Parties agree that separate copies of this Contract and/or electronic signatures and handwritten signatures may be signed by each of the Parties, and this Contract will have the same force and effect as if the Original had been signed by all the Parties.
24. Reports/Meetings: The Subrecipient shall develop reports and any other relevant documents necessary to complete the services and requirements as set forth in Attachment A. The County’s Project Manager and the Subrecipient’s Project Manager will meet on reasonable notice to discuss the Subrecipient’s performance and progress under this contract. If requested, the Subrecipient’s Project Manager and other project personnel shall attend all meetings. The Subrecipient shall provide such information that is requested by the County for the purpose of monitoring progress under this contract.
25. Subcontracting: No performance of this Contract or any portion thereof may be subcontracted by the Subrecipient without advance written consent of the County. Any attempt by the Subrecipient to subcontract any performance of this Contract without the advance written consent of the County shall be invalid and shall constitute a breach of this Contract.
In the event that the Subreci pient is authorized by the County to subcontract, this Contract shall take precedence over the terms of the Contract between Subrecipient and subcontractor and shall incorporate by reference the terms of this Contract. The Subrecipient shall select a subcontractor in accordance to Federal and/or State procurement standards. The County shall look to the Subrecipient for performance and indemnification and not deal directly with any subcontractor. All work performed by a subcontractor must meet the approval of the County of Orange. Additional Subcontract expectations identified in Attachment A.
26. Equal Employment Opportunity: The Subrecipient shall comply with U.S. Executive Order 11246 entitled, “Equal Employment Opportunity” as amended by Executive Order 11375 and as supplemented in Department of Labor regulations (41 CFR, Part 60) and applicable S tate of California regulations as may now exist or be amended in t he future. The Subrecipient shall not discriminate against any employee or applicant for employment on the basis of race, color, national origin, ancestry, religion, sex, marital status, political affiliation or physical or mental condition.
Regarding persons with disabilities persons, the Subrecipient will not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Subrecipient agrees to provide equal opportunity to disabled persons in employment or in advancement in employment or otherwise treat qualified disabled individuals without discrimination based upon their physical or mental disabilities in all employment practices such as the following: employment, upgrading, promotions, transfers, recruitments, advertising, layoffs, terminations, rate of pay or other forms of compensation, and selection for training, including apprenticeship. The Subrecipient agrees to comply with the provisions of S ections 503 and 504 of the Rehabilitation Act of 1973, as amended, pertaining to prohibition of discrimination against qualified disabled persons in all programs and/or activities as detailed in regulations signed by the Secretary of the Department of Health and Human Services effective June 3, 1977, and found in the Federal Register, Volume 42, No. 68 dated May 4, 1977, as may now exist or be amended in the future.
Regarding persons with disabilities, Subrecipient agrees to comply with applicable provisions of Title 1 of the Americans with Disabilities Act enacted in 1990 as may now exist or be amended in the future.
27. Gratuities: The Subrecipient warrants that no gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Subrecipient or any agent or representative of the Subrecipient to any officer or employee of the County with a view toward securing the Contract or securing favorable treatment with respect to any determinations con cerning the performance of the Contract. For breach or violation of this warranty, the County shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the County in procuring on the open market any go ods or services which the DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE County of Orange MA-012-24011465 Page 22 of 36
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Subrecipient agreed to supply shall be borne and paid for by the Subrecipient. The rights and remedies of the County provided in the clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract.
28. Media Contact/News/Information Release: The Subrecipient agrees that it will not contact the media/press, discuss this Contract or the related program with the media/press, or issue any news releases in connection with either the award of this Contract, any subsequent amendment of, or any effort/performance under this Contract without first obtaining review and written approval of said media/press contact, discussion, and/or news release from the County through the County’s Project Manager.
29. Notices: Any and all notices, request s, demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing, except through the course of the Parties routine exchange of informa tion and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in- person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first.
The date of mailing shall count as the first day. All communications shall be addressed to the appropriate party at the address stated herein or such other address as the Parties hereto may designate by written notice from time to time in the manner aforesaid.
For County:
OC Community Resources OC Community Resources
Office on Aging Contract Development and Management
Project Manager Contract Administrator
1300 S. Grand Ave. Bldg. B, 2
nd Floor 601 N. Ross St., 6th Floor
Santa Ana, CA 92705 Santa Ana, CA 92701
For Subrecipient:
City of Fullerton
Daisy Perez, Deputy City Manager
303 W. Commonwealth Avenue
Fullerton, CA 92832-1710
30. Ownership of Documents: The County has permanent ownership of all directly connected and derivative materials produced under this Contract by the Subrecipient. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the County and may be used by the County as it may require without additional cost to the County. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Subrecipient without the express written consent of the County.
31. Precedence: The Contract documents consist of this Contract and its exhibits and attachments. In the event of a conflict between or among the Contract documents, the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set forth in the recitals and articles of this Contract, and then the exhibits and attachments.
32. Termination – Orderly: After receipt of a termination notice from the County of Orange, the Subrecipient may submit to the County a termination claim, if applicable. Such claim shall be submitted promptly, but in no event later than 60 days from the effective date of the termination, unless one or more extensions in writing are granted by the County upon written request of the Subrecipient. Upon termination County agrees to pay the Subrecipient for all services performed prior to termination which meet the requirements of the Contract, provided, however, that such compensation combined with previously paid compensation shall not exceed DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE County of Orange MA-012-24011465 Page 23 of 36
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the total compensation set forth in the Contract. Upon termination or other expiration of this Contract, each party shall promptly return to the other party all papers, materials, and other properties of the other held by each for purposes of performance of the Contract.
33. Default – Re-Procurement Costs: In case of Contract breach by Subrecipient, resulting in termination by the County, the County may procure the goods and/or Services from other sources. If the cost for those goods and/or services is higher than under the terms of the existing Contract, Subrecipient will be responsible for paying the County the difference between the Contract cost and the price paid, and the County may deduct this cost from any unpaid balance due the Subrecipient. The price paid by the County shall be the prevailing market price at the time such purchase is made. This is in addition to any other remedies available under this Contract and under law.
34. County Branding and Funding Source Identification Requirements:
Publicity, Literature, Advertisement and Social Media
A. County owns all rights to the name, logos, and symbols of County. The use and/or reproduction of County’s name, logos, or symbols for any purpose, including commercial advertisement, promotional purposes, announcements, displays, or press releases, without County’s prior written consent is expressly prohibited and Subrecipient agrees that it shall take no such action.
B. Subrecipient may speak to the media/press, release statements, allow for video or photography, or develop and publish information related to this Contract where the following conditions are satisfied:
1. General program publications, planned media events/releases: Subrecipient shall submit on the OoA-provided template a request for approval via email at least seven (7) calendar days prior to the media event/release.
2. URGENT/TIME-SENSITIVE media events: Subrecipient shall submit on the OoA -provided template a request for approval via email upon learning of the event or being contacted by the media. . Approval is not guaranteed, but every effort will be made to accommodate.
3. Unplanned media contact: Subre cipent shall immediately submit a media notification on the OoA-provided template informing OoA of all media contact related to this Contract.
4. Project Manager will provide a written response of approval or denial at least three (3) days prior to Subrecipient publishing or communicating the content/information information, unless a different timeframe for approval is agreed upon by the Project Manager;
Unless directed otherwise by Project Manager, the communication or statement will include an oral or written statement that the Contract and related program, wholly or in part, is funded through County, State and/or Federal government funds, and identify the specific funding source(s) for the Contract and related program;
All project publicity shall includ e the following statement: “ The materials or product were a result of a project funded by a contract with the California Department of Aging and administered by the Orange County Office on Aging.” Additional instructions identified in Attachment A.
5. The i nformation does not give the appearance that the County, its officers, employees, or agencies endorse:
a. any commercial product or service; and,
b. any product or service provided by Subrecipient, unless approved in writing by Project Manager; and,
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6. If Subrecipient uses social media (such as Facebook, Twitter, YouTube or other publicly available social media sites) to publish information related to this Contract, Subrecipient shall develop social media policies and procedures and have them available t o the Project Manager. Subrecipient shall comply with County Social Media Use Policy and Procedures as they pertain to any social media developed in support of the services described within this Contract. The policy is available on the Internet at
http://www.ocgov.com/gov/ceo/cio/govpolicies
.
7. Subrecipient shall not create the false appearance, mistaken impression, or misrepresentation, through an omission or affirmative statement, that this Contract or the program related thereto is created by, funded by, or attributable to any entity, organization, or person other than the County (including its staff and officials) and the actual funding sources for this Contract, unless such information is accurate and complete.
Program Specific Terms and Conditions:
35. Debarment: Subrecipient shall execute and abide by the Debarment & S uspension Certification, attached hereto as Exhibit 2 and incorporated herein by this reference, and by so doing declares that it is not debarred or suspended or otherwise excluded from or ineligible for participation in Federal/State assistance programs in accordance with 29 C.F.R. Part 98.
36. Lobbying Certification:
A. Subrecipient shall execute and abide by the terms of the “Certification Regarding Lobbying,” which is attached hereto as Exhibit 3 and incorporated herein by this reference. Subrecipient shall complete and immediately forward to the County’s Project Manag er the “Disclosure Form to Report Lobbying,” a copy of which is attached hereto as Exhibit 4 and incorporated herein by this reference, if Subrecipient, or any person, firm or corporation acting on Subrecipient’s behalf, engaged or engages in lobbying any federal office, employee, elected official or agency with respect to this Contract or funds to be received by Subrecipient pursuant to this Contract.
B. Subrecipient agrees that the funds provided herein shall not be used to promote, directly or indirectly, any political party, political candidate or political activity, except as permitted by law.
C. Subrecipient shall be in compliance with the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352 and 29 CFR Part 93).
37. Fraud: Subrecipient shall immediately report to the Project Manager, in writing, all suspected , alleged, or known instances and facts concerning possible fraud, abuse or criminal activity by either Subrecipient or its Subcontractor(s) under this Contract. Subrecipient shall inform staff and the general public of how to report fraud, waste or abuse through appropriate postings of incident reporting notice. The County’s Anti -Fraud Program can be accessed through: http://ocgov.com/gov/risk/programs/antifraud .
Subrecipient shall maintain records, documents, or other evidence of fraud and abuse until otherwise notified by County.
38. Fiscal Appropriations: This Contract is subject to and contingent upon available local, state, and/or federal funds and applicable budgetary appropriations being approved by the County of Orange Board of Supervisors for each fiscal year during the term of this Contract. If such appropriations are not approved, the Contract will be terminated, without penalty to the County.
39. Fiscal Accountability:
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A. Subrecipient shall establish and maintain a sound financial management system, based upon generally accepted accounting principles. Subrecipient’s system shall provide fiscal control and accounting procedures that will include the following:
1. Information pertaining to sub-grant and Contract awards, obligations, unobligated balances, assets, expenditures, and income;
2. Effective internal controls to safeguard assets and assure their proper use;
3. A comparison of actual expenditures with budgeted amounts for each sub grant and Contract;
4. Source documentation to support accounting records; and
5. Proper charging of costs and cost allocation.
B. Subrecipient’s Records. Subrecipient’s records shall be sufficient to:
1. Permit preparation of required reports;
2. Permit tracking of funds to a level of expenditure adequate to establish that funds have not been used in violation of the applicable restrictions on the use of such funds; and;
3. Permit the tracking of program income, or profits earned, and any costs incurred (such as stand- in costs) that are otherwise allowable except for funding limitation.
40. Indirect Costs: The maximum reimbursement amount allowable for indirect costs is ten percent (10%) of the Subrecipient’s Modified Total Direct Costs (MTDC), excluding in-kind contributions and nonexpendable equipment. Subrecipients requesting reimbursement for indirect costs shall retain on file an approved indirect cost rate accepted by all federal awarding agencies or an allocation plan documenting the methodology used to determine the indirect costs. Indirect costs exceeding the maximum ten percent (10%) may be budgeted as in-kind for purposes of meeting matching requirements in Title III and VII programs only. Subrecipient must receive prior approval from federal awarding agency prior to budgeting the excess indirect costs as in-kind.
41. Dissolution of Entity: Subrecipient shall notify County immediately of any intention to discontinue its existence or bring an action for dissolution.
42. Performance Standards: Subrecipient shall comply with and adhere to the performance accountability standards and general program requirements defined in Attachment A and applicable regulations. Should the Performance Requirements defined in the Agreement between the State of California and the County of Orange be changed, County shall have the right to unilaterally modify this Contract to meet such requirements.
A. Accepted professional standards. The performance of work and Services pursuant to this Contract by Subrecipient and its subcontrac tor’s, if any, shall conform to accepted professional standards associated with all Services provided under this Contract. Subrecipient shall resolve all issues regarding the performance of Subrecipient and its subcontractor’s, if any, under this Contract using good administrative practices and sound judgment. Subrecipient shall be accountable to County for the proper use of funds provided to Subrecipient pursuant to this Contract and for the performance of all work and Services pursuant to this Contract.
B. Performance of Subrecipient. Subrecipient agrees to meet the performance standards listed in Attachment E.
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Administrator or Subrecipient may transfer units of Service from one unit of Service to another unit of Service in Attachment “A” as long as the basic goals and objectives of the program are not altered, and prior written agreement is obtained by Subrecipient from Administrator. Administrator in its sole discretion may increase units of Service in Attachment E as a result of a contingency cost increase.
Administrator in its sole discretion may decrease units of service in Attachment E as a result of a contingency cost decrease. If, at the end of any third, sixth or ninth month, the reported units of service fall below 95% or above 110% of the contrac ted levels for Older Americans Act or Older Californians Act programs, County, in its sole discretion, may do any, or more than one, of the following:
i. If Administrator determines that Subrecipient’s failure to provide the required levels of Service poses an immediate risk to the health or safety of the older adult clients who should benefit from Services provided by Subrecipient, and that the most effect ive method of protecting the interests of the older adults is to obtain the Services described herein from another source, County may terminate this Contract immediately in accordance with Paragraph K hereof and pursue all available legal remedies for breach of this Contract, including, but not limited to, the return by Subrecipient of all funds paid by County to Subrecipient that were not expended in accordance with this Contract.
ii. If Administrator determines that Subrecipient’s failure to provide the required levels of service poses an immediate risk to the health or safety of the older adults who should benefit from services provided by Subrecipient, and that the most effective method of protecting the interests of the older adults is to require full performance by Subrecipient of its duties hereunder, County may seek such injunctive relief against Subrecipient as is appropriate and pursue all other available legal remedies for breach of this Contract, including, but not limited to, the return by Subrecipient of all funds paid by County to Subrecipient that were not expended in accordance with this Contract.
iii. If the level of performance falls below the required levels for the California Department of Aging Standard Contract Terms and Conditions or 95% of the level(s) as specified in Attachment(s) A and E , Administrator may unilaterally reduce the funding available to Subrecipient under this Contract to reflect the level of service actually provided by Subrecipient, and may unilaterally make concomitant adjust ments in the funding amounts set forth in the Budget Schedule Attachment C of this Contract.
iv. Administrator may demand, and Subrecipient shall submit upon demand, a corrective action plan that shall include an analysis of the causes of the problem, specific actions to be taken to correct the problem, and a timetable for each such action. The corrective action plan is to be submitted to Administrator within ten (10) days of the request from County and implemented in the required time frame . If Subrecipient does not carry out the required corrective action within the designated time frame, County shall have the right, in its sole discretion, to take any, or more than one, of the following actions:
a. Terminate this Contract pursuant to Paragraph K hereof; b. Discontinue program support until such time as Subrecipient complies with the corrective action plan;
c. Seek appropriate injunctive relief;
d. Collect from Subrecipient all funds paid by County to Subrecipient that were not expended in accordance with this Contract;
e. Collect from Subrecipient damages for breach of this Contract; f. Reduce the funding available to or hereunder; or
g. Pursue any other available legal or equitable remedy against Subrecipient. a. Within five (5) days of demand therefore, Subrecipient shall repay to County all funds paid by County to Subrecipient that were not expended in accordance with this Contract.
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C. Reporting requirements
i. Subrecipient will be required to submit records, statistical information, financial reports, and program information in electronic or paper format as required by the County of Orange OoA. ii. Subrecipient shall retain all collected data for the periods specified in Paragraph 46 of this Contract. County has the right to review this documentation at any time during normal business hours.
iii. County reserves the right to withhold payment or to terminate this Contract for nonconformance with data collection and reporting requirements.
iv. Subrecipient is required to collect and report program data to OoA, including if applicable , properly registering every client receiving services under this Contract, in compliance with the data reporting system required by the California Department of Aging. v. Data shall be collected by Subrecipient every time a service is delivered to a registered client.
Data shall be reported to OoA monthly, or as designated by Administrator. vi. Subrecipient will also be required to submit to OoA other records, statistical information, financial reports, invoices, and program information in electronic or paper format on a monthly basis unless otherwise authorized by Administrator. Other program reports will be due within ten days of a written request from OoA.
vii. If County-provided data collection equipment is provided; Subrecipient must maintain such equipment in a secure office environment.
viii. Within 10 days of award of this Contract the Subrecipient must inform the OoA of the designated primary and one back-up staff member who will be responsible for “a” through “e” below. The Subrecipient must inform the OoA within 72 hours of any changes to this designation. New designee(s) will comply with systems training as designated by OoA. a. Supervising the collection of, or collecting data from this program; b. Compiling collected data and reconciling it to data collected; c. Recording collected data in a format required by OoA, using an application required by OoA;
d. Distributing forms and reports to the responsible person and collecting completed forms; and
e. As required, completing all required OoA/CDA forms.
ix. Computer Interface Capability: Subrecipient’s computer must meet the minimum hardware/software requirements specified by the vendor that is contracted with the OoA to provide the required CDA reporting data, if required by Administrator. Subrecipient must also maintain computer hardware/software that is able to send and receive email and attachmen ts from Administrator.
x. Failure to comply with any portion of the system requirements as herein described violates the instructions and specifications of the California Department of Aging Terms and Conditions as required by the State and County. County reserves the right to withhold payment or to terminate this Contract for nonconformance with data collection and reporting requirements.
43. Payments:
Subrecipient agrees that any and all funds received under this Contract annually for each respective fiscal year shall be disbursed on or before June 30, and that any and all funds remaining as of June 30 annually, which have not been disbursed shall be returned by Subrecipient to County within thirty (30) days of the expiration or earlier termination of the Contract in accordance with Paragraph K of this Contract. No expense of Subrecipient will be reimbursed by County if incurred after June 30 of each fiscal year.
Upon the effective date of this Contract, County shall make payment to Subrecipient in accordance with the following payment schedule:
A. Monthly Payments: Beginning August 1, upon receipt and approval by OC Community Resources – OC Community Services of Subrecipient’s invoice showing prior month(s) actual expenditures, DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE County of Orange MA-012-24011465 Page 28 of 36
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County shall make monthly reimbursement payments based on Subrecipient’s invoice so long as the total payments under this Contract do not exceed the Contract maximum obligation.
B. County Discretion: At the sole discretion of County, payments to Subrecipient may be made more frequently than monthly, but such payments shall always be in arrears and not in advance of the provision of services by Subrecipient.
C. I nvoices: Subrecipient shall provide monthly invoices by the 15 th day following the month being reported. If the 15th falls on a weekend or holiday, the invoice/data report is due the next business day. Invoices shall show the most up to date costs chargeable to the program(s) referenced in this Contract and in accordance with the OC Community Resources Contract Reimbursement Policy for documenting Subrecipient costs, incorporated herein by reference as Exhibit 5. Failure to provide any of the required documentation will cause County to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to Subrecipient, until such documentation has been received and approved by the County.
If Subrecipient expenditures for any program referenced in this Contract fall below 20% of planned expenditures for any cumulative period commencing from the beginning of the term of this Contract, Subrecipient may be subject to a reduction in funding. No payments will be authorized if any preceding month’s reports or invoices have not been received. Refer to Attachment B, Payment/Compensation for additional information.
44. Budget Schedule: Subrecipient agrees that the expenditures of any and all funds under this Contract will be in accordance with the Budget Schedule, a copy of which is attached hereto as Attachment C, and which by this reference is incorporated herein and made a part hereof as if fully set forth.
45. Modification of Budget Schedule: Upon written approval, County shall have the authority to transfer allocated program funds from one category of the overall program Budget to any other category of the overall Budget. No such transfer may be made without the express prior written approval of County. Subrecipients will be limited to three (3) adjustments per year. Each modification shall be submitted to the Contract Manager no later than 10 days after the end of the first three quarters as necessary. County initiated adjustments do not count towards the three allowed modification each year.
46. Annual Audit: Subrecipient shall arrange for an independent audit to be performed by a Certified Public Accountant, for funds received from County, in accordance with Audit Requirements detailed in Attachment A and which by this reference is incorporated herein and made a part hereof as if fully set forth.
47. Audit Requirements:
A. Maintenance and retention. Subrecipient shall, at all times during the term of this Contract, maintain complete records (which shall include, but not be limited to, accounting records, grants, contracts, agreements, letters of agreement, insurance document ation, memoranda and/or letters of understanding and client records) of its activities and expenditures hereunder in a form satisfactory to the State and County. All such records must be maintained and kept available by Subrecipient as follows:
i. Until three (3) years after final payment under this Contract, or until an audit has occurred and an audit resolution has been reached, whichever is later, unless otherwise authorized in writing by County; or
ii. For such longer period, if any, as is required by applicable statute, by any other Paragraph or Section of this Contract or by Paragraphs “B” or “C” below, or for such longer period as the State or County deem necessary.
B. Termination of Contract. If this Contract is completely or partially terminated, the records relating to the work terminated shall be preserved and made available for the same periods as set forth in this Paragraph “A” and “C”.
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C. Litigation, claims, etc. In the event of any litigation, claim, negotiation, audit exception, or other action involving the records, all records relative to such action shall be maintained and kept available until three (3) years after every action has been cleared to the satisfaction of County and so stated in writing to Subrecipient.
D. Accounting records. Unless o therwise agreed in writing by Administrator, Subrecipient shall maintain accounting records to account for all funds received under this Contract. Said records shall be separate from the records for any other funds administered by Subrecipient and shall be kept in accordance with generally accepted accounting principles and procedures. Said records must contain information pertaining to receipt of funds for the program(s) for which this Contract provides, authorization to expend said funds, obligations, unobligated balances, assets, liabilities, outlays or expenditures, program income, contributions, and third-party revenue. Said accounting records must be supported by source documentation (such as cancelled checks, paid bills, payrolls, time and attendance records, Contract and subcontract award documents, etc.), and adequate source documentation of each transaction shall be maintained relative to the allowability of expenditures under this Contract. Source documentation includes, but is not limited to: vend or invoices, bank statements, cancelled checks, bank/credit cards statements, contracts and agreements, employee time sheets, purchase orders, indirect cost allocation plans. If the allowability of expenditures cannot be determined because records or docum entation of Subrecipient are nonexistent or inadequate according to generally accepted accounting principles and procedures, the expenditures will be questioned in the audit and may be disallowed during the audit resolution process.
E. Financial reporting r equirements. Grant funds shall be identified separately. The County requires Subrecipient to discretely identify State, federal and local grant funding in the Statement of Revenues and Expenditures. In addition, the amounts reported on the Schedule of Reve nue and Expenditures shall be displayed by award year beginning July 1st and ending June 30th.
F. Sub-contract provisions. Subrecipient shall place in all of its sub-contracts, if any, made pursuant to, and/or utilizing funds provided by, this Contract, provisions requiring the subcontractor: (1) to make available to County, State and federal officials all of its records with respect to the sub -contract at any time during normal business hours for the purpose of auditing, examining or making excerpts of such records and auditing all invoices, materials, payrolls, records of personnel and other data relating to all matters covered by the sub-contract; and (2) to retain books, documents, papers, records and other evidence pertinent to the sub- contract for the p eriod of time specified in this Paragraph “A”, “B”, and “C” above.
G. Audit.
i. If Subrecipient expends more than $750,000 in federal funds during the term of this Contract, Subrecipient shall arrange for an audit to be performed, within one hundred fifty (150) days of the end of Subrecipient’s fiscal year and in accordance with 2 CFR Part 200, Subpart F, “Audit Requirements of States, Local Governments, and Non -Profit Organizations,” which is incorporated herein by reference. Furthermore, County retains the au thority to require Subrecipient to submit a similarly prepared audit at Subrecipient’s expense even in instances when Subrecipient’s expenditure is less than $750,000.
ii. Subrecipient shall take the following actions in connection with such audit:
a. Ensure that appropriate corrective action is taken to correct instances of noncompliance with federal laws and regulations. Corrective action shall be taken within six months after County receives Subrecipient’s audit report;
b. Adjust its own records as necessitated by the audit; c. Permit independent auditors to have access to its records and financial statements as is necessary for County or Subrecipient to comply with 2 CFR Part 200, Subpart F; DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE County of Orange MA-012-24011465 Page 30 of 36
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d. Submit two copies of its audit reports to County no later than 30 days after completion of the reports;
e. Procure audit services in accordance with 2 CFR Part, 215.40 (OMB Circular A -110) procurement standards and provide maximum opportunity for small and minority audit firms;
f. Include in Contract(s) with auditor(s) provis ions that the auditor(s) will comply with all applicable audit requirements;
g. Include in its Contract with independent auditors a clause permitting representatives of County or the State to have access to the work papers of the independent auditors; h. Provide to County, the Bureau of State Audits, and their designated representatives, the right to review and to copy all audit reports and any supporting documentation pertaining to the performance of this Contract, and the option to perform audits and/or additional work as needed;
i. Cooperate with and participate in any further audits which may be required by County or the State;
j. Ensure that its audit addresses all issues contained in any federal OMB Compliance Supplement that applies to its program;
k. Ensure that the audit is performed in accordance with Generally Accepted Government Auditing Standards -2 CFR 200.514 and 45 CFR 75.514, is l. performed by an independent auditor, and is organization-wide; iii. Ensure that the audit is all-inclusive, i.e., it includes an opinion (or disclaimer of opinion) of the financial statements; a report on internal control related to the financial statements and major programs; an opinion (or disclaimer of opinion) on compliance with laws, regulations, and the provisions of contracts; and the schedule of findings and questioned costs in accordance with 2 CFR 200.515 and 45 CFR 75.515; If total funds awarded under this Contract equal or exceed $10,000, Subrecipient shall be subject to examination and audit, including interviews of its staff, by the County and State of California for a period of three (3) years after final payment under this Contract.
H. Final financial statement. Within thirty (30) days after termination of this Contract, Subrecipient shall submit to Administrator a final financial statement detailing all program expenditures and all income received during the term of this Contract or include such a final financial statement with Subrecipient’s final invoice and substantiating reports.
48. Non-Discrimination and Compliance Provisions:
A. State laws.
i. Subrecipient shall, unless exempted, ensure compliance with the requirements of Cal. Gov. Code §11135 et seq., and 2 CCR § 11140 et seq., which prohibit recipients of state financial assistance from discriminating against persons based on race, national or igin, ethnic group identification, religion, age, sex, sexual orientation, color, or disability. [22 CCR § 98323] ii. Subrecipient’s signature affixed hereon shall constitute a certification, under penalty of perjury under the laws of the State of California, that Subrecipient has, unless exempted, complied with the nondiscrimination program requirements of Government Code Section 12900 (a-f) and Title 2, California Code of Regulations, Section 8103.
iii. Subrecipient shall include the nondiscrimination and compliance provisions of this Paragraph 47 “A” in all sub-contracts to perform work under this Contract.
B. Title VI of Civil Rights Act. Subrecipient hereby agrees that it will comply with Title VI of the Civil Rights Act of 1964 [42 USC 2000d; 45 CFR 80](P.L. 88-352) and all requirements imposed by or pursuant to the Regulation of the Department of Health and Human Services (45 CFR Part 80) issued pursuant to that title, to the end that, in accordance with Title VI of the Act and the Regulation, no person in the United States shall, on the ground of race, color, or national origin, be excluded from DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE County of Orange MA-012-24011465 Page 31 of 36
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participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for whi ch funds are made available under this C ontract. Subrecipient hereby gives assurance that it will immediately take any measures necessary to effectuate this Contract.
C. Title VII of Civil Rights Act. S ubrecipient shall comply with Title VII of the Civil Rig hts Act of 1964 (42 U.S.C. 2000), as amended by the Equal Opportunity Act of March 24, 1972 (Public Law No. 92-261), and with all applicable rules, regulations and orders promulgated pursuant thereto, as now in existence or as hereafter amended.
D. Disability discrimination. Subrecipient shall comply with Sections 503 and 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.), and all requirements imposed by the applicable regulations and guidelines issued pursuant to those statutes, including 45 CFR, Part 84.
E. Failure to comply. If S ubrecipient fails to comply with the requirements of any Sub- Paragraphs of this Paragraph 47 Administrator may withhold payment to S ubrecipient and/or terminate this Contract in accordance with Paragraph K.
49. Drug Free Workplace: Subrecipient shall execute and abide by the Drug Free Workplace Certification attached hereto as Exhibit 1 and incorporated herein by this reference.
50. D-U-N-S Number and Related Information: D-U-N-S Number is a unique, 9- digit identifier issued and maintained by the Dun & Bradstreet (D&B) that verifies the existence of a business entity. The D-U-N-S number is needed to coordinate with the System for Award Management (SAM) that combines Federal procurement systems and the Catalog of Federal Domestic Assistance into one new system. https://www.SAM.gov
.
Subrecipient shall register its organization at https://www.SAM.gov and ensure its status is “active,” and in good standings prior to execution of this Contract. Upon completion of the registration process at SAM.gov, Subrecipient will be assigned a Unique Entity Identifier number known as UEI (SAM). The UEI (SAM) number will be used by County to ensure that Subrecipient’s registration status is current and remains active during the Contract term. Subrecipient shall obtain and provide its UEI (SAM) number to the County at the County’s request and prior to the execution of this Contract provided the UEI (SAM) number is obtained by Subrecipient using reasonable effort using the UEI (SAM) system.
The County reserves the right to verify and validate any information prior to contract award and during the entire term of the Contract.
UEI Number and Related Information
A. The Unique Entity Identifier changed from the DUNS Number to the Unique Entity ID (generated by SAM.gov) on April 4, 2022. The UEI number must be provided to CDA prior to the execution of this Contract. Business entities may register for a UEI number at https://sam.gov/content/duns-uei.
B. The Subrecipient must register the UEI number and maintain an “Active” status within the federal System for Award Management available online at https://wwww.sam.gov/portal/SAM/#1
C. If County cannot access or verify “Active” status the Subrecipient’s UEI information, which is related to this federal subaward on the Federal Funding Accountability and Transparency Act Subaward Reporting Systeam (SAM.gov) due to errors in the Subrecipient’s data entry for its UEI number, the Subrecipient must immediately update the information as required.
51. Modification of Program Components and Service Levels: The Parties hereto agree that those program components and service levels detailed in Attachments A, B, C, D, E and/or F may be modified upon mutual written agreement of the Director and Subrecipient so long as the total payments under this Contract are not DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE County of Orange MA-012-24011465 Page 32 of 36
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increased and the basic goals and objectives of the program are not altered. Should the Federal Government and/or the State of California modify any program component and/or service level detailed in Attachment s A, B, C, D, E and/or F then the County shall have the right to unilaterally modify this Contract to meet such requirements.
A. County may at any time, by written change order to Subrecipient, make changes within the general scope of this Contract, including, in the definition of services and tasks to be performed, the manner in which services are performed, the time and place of performance thereof and additional rela ted provisions, and Contract term. Such change orders may be made when necessitated by changes in the Orange County Office on Aging operations or performance, the operations or performance of Subrecipient, or changes in applicable statutes, regulations or State of California or Federal mandates or directives.
Subrecipient and County shall make a good faith effort to reach agreement with respect to change orders, which affect the price of services under th e Contract. Subrecipient’s protest or failure to agree to the amount of any adjustment to be made as a result of a change order shall be a dispute for which an appeal may be made pursuant to this Contract. Notwithstanding the foregoing, the price of services under this Contract shall not be increased except by written modification of this Contract indicating the new services and price of this Contract if applicable. Until the Parties reach agreement, Subrecipient shall not be obligated to assume increased performance under the change order beyond the limitation of funds established within this Contract.
B. Subrecipient may request changes in the scope of performance or services under this Contract, by submitting a written request to Project Manager describing the request and its impact on the S cope of Services and Budget Schedule. Project Manager will review the request and respond in writing within ten (10) business days. Project Manager’s decision whether to approve the request or request Board of S upervisors’ approval shall be final. County’s Contract Administrator may approve a request that meets all of the following criteria:
i. It does not materially change the terms of this Contract, and ii. It is supported by adequate consideration to County.
Board of Supervisors’ action is necessary to approve a request from Subrecipient that does not satisfy all of the criteria listed above.
52. Complaint Resolution Process and Gr ievance Procedures for Parti cipants: Subrecipient shall comply with grievance procedures, as defined by the program’s funding stream. Subrecipient shall advise participants of their right to file complaints and of the procedures for resolution of complaints. Subrecipient shall follow program’s procedures for handling complaints which is available from the County’s Project Manager for alleging a violation of regulations, grants or other agreements. Any decision of the County, the State or the Federal government relating to the complaint shall be binding on Subrecipient.
Subrecipient shall post the entire Notice of the Grievance Procedure Process in a location that is commonly visible for program participants on its website and at its service location(s).
53. Sectarian Activities: Subrecipient certifies that this Contract does not aid or advance any religious sect, church or creed for a purpose that is sectarian in nature, nor does it help to support or sustain any school, college, university, hospital or other institution controlled by any rel igious creed, church, or sectarian denomination.
54. Policies and Procedures: Subrecipient shall monitor its program for compliance with the provisions of this Contract. Subrecipient shall also comply with all applicable parts of County’s Policies and Procedures when applicable.
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55. Sweat-free Code of Conduct: All Subrecipients contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, or supplies have been furnished to the Subrecipient from sources that include sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The Subrecipient further declares under penalty of perjury that they adhere to the Sweat-free Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108.
The Subrecipient agrees to cooperate fully in providing reasonable access to the Subrecipient’s records, documents, agents or employees, or premises if reasonably required by authorized officials of the S tate or County, the Department of Industrial Relations, or the Department of Justice to determine the Subrecipient’s compliance with the requirements under this paragraph.
56. S.W.A.G: The Subrecipient and its Subcontractor/Vendors shall comply with Governor’s Executive Order 2-18-2011, which bans expenditures on promotional and marketing items colloquially known as “S.W.A.G.” or “Stuff We All Get.”
57. Corporate Status: All corporate Subrecipients shall be registered with the California Secretary of State and shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board, or Internal Revenue service. The corporate Subrecipient shall maintain the good status standing with the Secretary of State of California throughout the term of this Contract. Any change in corporate status or suspension shall be reported by Subrecipient immediately in writing to County’s Project Manager. If Subrecipient fails to maintain good standing or has failed to be in good standing at the time of the effective date of this Contract, County, in addition to all remedies available under the law and this Contract, pursuant to Termination provision of this Contract, terminate this Contract for cause.
Subrecipient, by signing this Contract, does swear under penalty of perjury that no more than one (1) final unappealable finding of contempt of court by a federal court has been issued against Subrecipient within the immediately preceding two-year period because of Subrecipient’s failure to comply with an order of a federal court which orders the Subrecipient to comply with an order of the National Labor Relations Board.
58. Compliance with Other Laws:
A. Laws related to Contract. Subrecipient and its subcontractors shall administer the program(s) funded by this C ontract in accordance with this C ontract, and with all applicable local, State and federal laws, regulations, directives, guidelines and/or manuals.
B. Laws applicable to Subrecipient’s operations. Subrecipient and its subcontractors shall comply with all federal, State and local laws and regulations pertinent to their operations, including, but not limited to all statutes, ordinances, regulations, directives, guidelines and/or manuals pertaining to wages and hours of employment, occupational safety, fire safety, health and sanitation.
C. Federal environmental laws. If the amount of compensation S ubrecipient shall receive under this Contract exceeds $100,000, S ubrecipient and i ts subcontractors shall comply with all applicable orders or requirements issued under the following laws:
i. Clean Air Act as amended (42 U.S.C. 7401)
ii. Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.) iii. Environmental Protection Agency Regulations (40 CFR 29, Executive Order 11738). iv. State Contract Act [Cal. Pub. Con. Code §10295 et seq.] v. Unruh Civil Rights Act [Cal. Pub. Con. Code § 2010]
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D. State Energy Plan. Subrecipient shall comply with all mandatory standards and policies relating to energy efficiency which are contained in the State Energy Plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stats. 871).
E. Withholding. S ubrecipient shall promptly forward payroll taxes, insurances and contributions, including State Disability Insurance, Unemployment Insurance, Old Age Survivors Disability Insurance, and federal and State income taxes withheld, to designated governmental agencies as required by law.
F. Elder abuse reporting. Subrecipient shall comply with all applicable requirements pertaining to the reporting of elder and dependent adult abuse, including Welfare and Institutions Code Section 15600 et. seq. Before permitting any of its employees, agents, officers, S ubrecipients, subcontractors or volunteers to provide services supported by this C ontract, Subrecipient shall deliver to them, and obtain their signatures on, the forms described in Welfare and Institutions Code Section 15659, describing the responsibility to report elder and dependent adult abuse. Subrecipient shall retain the originals of all such signed forms.
G. Debarment.
i. Subrecipient shall not make any award or permit any award at any time to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in federal/State assistance programs.
ii. Subrecipient shall timely execute any and all amendments to this Contract or certificates or other required documentation relating to its subcontractors’ debarment/suspension status.
H. State and local environmental and land use laws.
i. Subrecipient shall comply with the California Environmental Quality Act (CEQA) and Section 65402 of the Government Code, as may be required by the land use agency of jurisdiction.
Subrecipient further agrees to provide Administrator proof that Subrecipient has complied with, and maintains compliance with, all zoning regulations and that Subrecipient has obtained, and is maintaining in full force and effect, all necessary licenses, permits, certifications, and authorizations to operate said programs at each location, or as may otherwise be approved by Administrator.
ii. By signing this Contract, Subrecipient swears under penalty of perjury that Subrecipient is not:
a. in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district;
b. subject to cease and desist ord er not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or c. finally determined to be in violation of provisions of federal law relating to air or water pollution.
I. Failure to comply . If S ubrecipient fails to comply with the requirements of any Sections of this Paragraph 57, Administrator may withhold payment to S ubrecipient and/or terminate this Contract in accordance with Paragraph K.
59. Focal Points: In accordance with 22 CCR § 7364(a)(5) County will specify to Subrecipient the identity of the Area Plan designated focal points for service delivery in the community which is attached hereto as Exhibit 6 and is hereinafter referred to as Exhibit 6.
60. Covenant Against Contingent Fees:
1. The Subrecipient warrants that no person or selling agency has been employed or retained to solicit this Contract. There has been no agreement to make commission payments in order to obtain this Contract.
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2. For breach or violation of this warranty, the County shall have the right to terminate this Contract without liability or at its discretion to deduct from the Contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingency fee.
61. Set-Off: In addition to, and cumulative of, all other remedies at law, in equity or provided under this Contract, County may set off against any and all amounts otherwise payable to Subrecipient pursuant to any of the provisions of this Contract: (A) any and all amounts claimed by County in good faith to be owed by Subrecipient to County pursuant to any of the provisions of this Contract; (B) any and all amounts claimed by County in good faith to be owed by Subrecipient pursuant to any other written agreement between the Parties; and (C) any costs previously invoiced by Subrecipient that (i) have been determined by the County, or applicable California or federal authority, to be disallowed or ineligible under Office on Aging/CDA and/or all applicable laws, regulations, and requirements set forth in Paragraph 5 8 (Compliance with Other Laws) of this Contract, and (ii) have not been reimbursed to the County after sixty-days’ notice that such cost is disallowed or ineligible under Office on Aging/CDA. Within forty-five (45) calendar days after any such set-off by County, County shall provide Subrecipient with a written accounting of such set-off and a written statement of the reasons therefore.
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SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties hereto certify that they have read and understand all the terms and conditions contained herein and have hereby caused this Contract to be executed.
*CITY OF FULLERTON
By: By:
Name: Name:
Title: Title:
Dated: Dated:
*For Subrecipients that are corporations, signature requirements are as follows: 1) One signature by the Chairman of the Board, the President or any Vice President; and 2) One signature by the secretary, any Assistant secretary, the Chief Financial Officer or an Assistant Treasurer.
For Subrecipients that are not corporations, the person who has authority to bind the Subrecipient to a contract, must sign on one of the lines above.
COUNTY OF ORANGE
A Political Subdivision of the State of California
By: Dated:
Deputy Purchasing Agent
DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE Eric Levitt
6/27/2024
City Manager
6/27/2024
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ATTACHMENT A
SCOPE OF SERVICES
I. GENERAL REQUIREMENTS
A. Hours of Operation and Schedules
1. Regular Hours of Operation:
Contracted service hours of operation shall be from 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding County observed holidays.
Hours of Operation
Monday – Friday 8:00 a.m. – 5:00 p.m.
Saturday and Sunday Closed
2. Holiday Operation Schedules:
Subrecipient must ensure that program(s) service delivery is available throughout the holiday season.
Closures are authorized only on County observed holidays. County holidays that fall on a Saturday will be observed on the preceding Friday.
County Observed Holidays
Independence Day Christmas Day
Labor Day New Year’s Day
California Native American Day Martin Luther King Jr. Day Veteran’s Day Lincoln’s Day
Thanksgiving Day President’s Day
Day after Thanksgiving Memorial Day
B. Funding Requirements
If Subrecipient receives funds pursuant to this Contract for more than one program, the funds received by Subrecipient for each program shall be expended only for that program, and Subrecipient shall not expend more funds for any program than are set forth in the Attachment C, Budget Schedule(s) for that program.
Subrecipient shall operate continuously throughout the term of this Contract with at least the minimum number and type of staff and volunteers required for provision of the services described. Such staff and volunteers shall be qualified in accordance with all applicable statutes and regulations. Subrecipient agrees to submit to Administrator, upon request, a list of persons, including employees, subcontractors and volunteers, who are to provide such services, and any changes to said list, by name, title, professional degree, and experience.
Additional Services. Subrecipient also shall provide the services listed below to Older Individuals to whom it provides the services described herein in Attachment A with the consent of the Older Individual, or his or her representative, Subrecipient shall bring to the attention of appropriate officials for follow-up, conditions or circumstances which place the Older Individual, or the household of the Older Individual , in imminent danger. Nothing in this paragraph shall be construed to limit Subrecipient ’s responsibilities for elder abuse reporting as set forth in this Contract.
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1. Coordination of services. Subrecipient shall assure that all services funded under this Contract are coordinated with other appropriate services in the community and that services funded under this Contract do not constitute unnecessary duplications of services provided by other sources.
2. Coordination of resources . Subrecipient shall work collaborat ively with County, particularly the Information and Assistance Program (I&A), to ensure that clients who may need any services available through Older Americans Act or Older Californians Act Programs are referred to I&A for assistance in accessing these services.
C. Subrecipient’s Records
1. Subrecipient shall keep true and accurate accounts, records, financial and statistical data , which shall correctly reflect the business transacted by Subrecipient in accordance with generally accepted accounting principles. This includes but are not limited to the following: Letters of Agreement, insurance documentation, memorandums and/or Letters of Understanding, patient or client records, and electronic files of its activities and expenditures hereunder in a form satisfactory to OoA and CDA. These records shall be stored in Orange County for a period of three (3) years after final payment is received from the County or until an audit has occurred and an audit resolution has been reached. Storage of records in another County will require written approval from the County. Subrecipient shall reimburse County for all costs and expenses incurred by County and/or the State and U. S. government resulting from travel to a location outside of the County to inspect the records.
2. Records Retention. All accounting records and evidence pertaining to all costs of Subrecipient and all documents related to this Contract shall be kept available at Subrecipient’s office or place of business for the duration of this Contract and thereafter for three (3) years after completion of an audit and an audit resolution has been issued or unless otherwise authorized in writing by CDA’s Audit and Risk Management Branch. Records which r elate to: (1) complaints, claims, administrative proceedings or litigation arising out of the performance of this Contract; or (2) costs and expenses of this Contract to which County or any other governmental department takes exception, shall be retained beyond the three (3) years until final resolution or disposition of such appeals, litigation, claims, or exceptions. If Contract is completely or partially terminated, the records relating to the work terminated shall be preserved and made available for the same periods as specified in the Contract, and are returned to OoA or transferred to another Subrecipient as instructed by OoA.
3. Liability. Subrecipient shall pay to County the full amount of County’s liability to the State or Federal government or any department thereof resulting from any disallowance or other audit exceptions to the extent that such liability is attributable to Subrecipient’s failure to perform under this Contract. In the event of any litigation, claim, negotiation, audit exception, or other action involving the records, all records relative to such action shall be maintained and made available until every action has been cleared to the satisfaction of OoA and/or CDA and is so stated in writing to Subrecipient.
D. Information Integrity and Security
This Information Confidentiality and Security Requirements section sets forth the information privacy and security requirements the Subrecipients is obligated to follow with respect to all personal, confidential, and sensitive information (as defined herein) disclosed to the Subrecipient, or collected, created, maintained, stored, transmitted, or used by the Subrecipient for or on behalf of OoA/CDA pursuant to this Contract and the CDA Program Guide. (Such personal, confidential, and sensitive information is referred to here as CDA PCSI).
The terms of this section shall apply to all subcontracts made by the Subrecipient in furtherance of the services provided in accordance with the CDA Program Guide.
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Definitions
1. Breach:
a) The unauthorized acquisition, access, use, or disclosure of CDA PCSI in a manner in which comprises the security, confidentiality, or integrity of the information; or b) The same definition of “breach of the security system” set forth in California Civil Code section 1798.29, subdivision (f); or
c) The same as the definition of “breach” set forth in the Health Insurance Portability and Accountability Act Privacy Rule, 45 Code of Federal Regulations 164.402.
2. Confidential Information: Information that is exempt fr om disclosure under the provisions of the California Public Records Act (Government Code section 7920.000 et. seq.)
3. Disclosure: The release, transfer, provision of, access to, or divulging in any manner of information outside the entity holding the information.
4. PSCI: “Personal Information,” “Confidential Information,” and “Sensitive Information” (as these terms are defined herein).
5. Personal Information: Information that identifies or describes an individual, including, but not limited to, their name, Soc ial Security number, physical description, home address, home telephone number, education, financial matters, and medical or employment history. It is CDA’s policy to consider all information about individuals private unless such information is determined to be a public record.
Personal Information also includes the following:
a) Notice-Triggering Personal Information: Specific items of personal information (name plus Social Security number, driver license/California identification card number, or financial account number) that may trigger a requirement to notify individuals if it is acquired by an unauthorized person. For purposes of this provision, identity shall include, but not be limited to name, identifying number, symbol, or other identifying information assigned to the individual, such as finger or voice print or a photograph. See Civil Code section 1798.29.
b) Protected Health Information (PHI): The term “PHI” refers to and includes both “PHI” as defined at 45 CFR section 160.103 and Personal Information (PI) as defined in the Information Practices Act at California Civil Code section 1798.3(a). PHI includes information in any form including paper, oral, and electronic.
6. Public Information: Information that is not exempt from disclosure under the provisions of the California Public Records Act (Government Code sections 7920.000 et. seq.).
7. Security Incident:
a) A breach or attempted breach; or
b) The attempted or successful unauthorized access, disclosure, modification, or destruction of CDA PCSI, in violation of any state or federal law or in a manner not permitted under the CDA Program Guide; or
c) The attempted or successful modification or destruction of, or interference with, the Subrecipient’s system operations in an information technology system, that negatively impacts the confidentiality, availability, or integrity of CDA PCSI; or
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d) Any event that is reasonably believed to have compromised the confidentiality, integrity, or availability or an information asset, system, process, data storage, or transmission. Furthermore, an information security incident may also include an event that constitutes a violation or imminent threat of violation of information security policies or procedures, including acceptable use policies.
8. Sensitive Information: Information that requires special precautions to protect from unauthorized use, access, disclosure, modification, loss, or deletion. Sensitive Information may be either Public Information or Confidential Information. It is information that requires a higher -than-normal assurance of accuracy and completeness. Thus, the key factor for Sensitive Information is that of integrity. Typically, Sensitive Information includes records of agency financial transactions and regulatory actions.
Disclosure Restrictions
The Subrecipient shall protect CDA PCSI from unauthorized disclosure. The Subrecipient shall not disclose, except as otherwise specifically permitted by the Contract and CDA Program Guide, any CDA PCSI to anyone other than CDA/OoA personnel or programs without prior written authorization from the CDA/OoA.
1. The Subrecipient and OoA mutually agree that the creation, receipt, maintenance, transmittal, and disclosure of data from CDA containing PHI shall be subject to the Health Insurance Portability and Accountability Act of 1996 and its implementing privacy and security regulations at 45 CFR Parts 160 and 164 (collectively and as used in this Contract, HIPAA). The Subrecipient agrees to provide the same, or greater, level of protection to CDA/OoA data that would be required if the Subrecipient were a Business Associate under HIPAA, regardless of whether the OoA is or is not a Business Associate.
2. To the extent that other state and/or federal laws provide add itional, stricter, and/or more protective (collectively, more protective) privacy and/or security protections to CDA PCSI covered under the CDA Program Guide beyond those provided through HIPAA, Subrecipient agrees:
a) To comply with the more protective of the privacy and security standards set forth in applicable state or federal laws to the extent such standards provide a greater degree of protection and security than HIPAA or are otherwise more favorable to the individuals whose information is concerned; and
b) To treat any violation of such additional and/or more protective standards as a breach or security incident, as appropriate.
c) Examples of laws that provide additional and/or stricter privacy protections to certain types of CDA PCSI, as defined in the first part of this section, include, but are not limited to the Information Practices Act, California Civil Code sections 1798- 1798.78, Confidentiality of Alcohol and Drug Abuse Patient Records, 42 CFR Part 2, Welfare and Institutions Code section 5328, and California Health and Safety Code section 11845.5.
Use Restrictions
Subrecipient shall not use any CDA PCSI for any purpose other than performing the Subrecipient’s obligations under this Contract and the CDA Program Guide.
Safeguards and Security
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The Subrecipient shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of CDA PCSI including electronic CDA PCSI that it creates, receives, mai ntains, uses, or transmits on behalf of CDA/OoA. The Subrecipient shall develop and maintain a written information privacy and security program that includes administrative, technical, and physical safeguards appropriate to the size and complexity of the S ubrecipient’s operations and the nature and scope of its activities. The Subrecipient’s administrative, technical, and physical safeguards shall include, at a minimum:
1. Technical Security Controls:
The Subrecipient shall, at a minimum, utilize a National Institute of Standards and Technology Special Publication (NIST SP) 800- 53 compliant security framework when selecting and implementing its security controls and shall maintain continuous compliance with NIST SP 800- 53 as it may be updated from time to time. The current version of NIST SP 800- 53, Revision 5, is available online at https://csrc.nist.gov/publications/detail/sp/800-53/rev-5/final ; u pdates will be available online at
https://csrc.nist.gov/publications/sp800.
2. Removable Media Devices
All electronic files that contain CDA PCSI data must be encrypted when stored on any removable media or portable device (i.e., USB thumb drives, floppies, CD/DVD, smart devices, tapes, etc.). PCSI must be encrypted, at a minimum, using a FIPS 140- 2 certified algorithm or successor standards, such as Advanced Encryption Standard (AES), with a 128-bit key or higher.
3. Patch Management
The Subrecipient shall apply security patches and upgrades and keep virus software up to date on all systems which PHI and other confidential information may be used.
4. Confidentiality Statement:
All people that will be working with CDA PCSI must sign a confidentiality statement that includes, at a minimum, General Use, Security and Privacy Safeguards, Unacceptable Use, and Enforcement Policies.
The statement must be renewed annually. The Subrecipient shall retain each person’s written confidentiality statement for CDA inspection for a period of six (6) years following contract termination.
5. Transmission and Storage of PCSI:
All persons that will be working with CDA PCSI shall employ with FIPS 40 -3 compliant encryption of PHI, at rest and in motion, unless it has been determined that such encryption is unreasonable and inappropriate based upon a risk assessment and equivalent alternative measures are in place and documented as such.
6. Minimum Necessary:
Only the minimum necessary amount of CDA PCSI required to perform necessary business functions applicable to the terms of the CDA Program Guide may be used, disclosed, copied, downloaded, or exported.
7. Antivirus Software:
All workstations, laptops and other systems that process and/or store CDA PCSI must install and actively use a comprehensive anti-virus software solution with automatic updates scheduled at least daily.
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8. Data Security:
CDA PCSI will be stored separately from other customers’ data. Data will be stored and processed within the continental United States, and remote access to data from outside the continental United States will be prohibited. Data will be encrypted such that unauthorized parties are unable to read the data within the database/data repositories or any backups.
Employee Training
All persons who assist in the performance of functions or activities on behalf of CDA/OoA, or access or disclose CDA PCSI, must complete information privacy and security training, at least annually, at the Subrecipient’s expense. Each person who receives information privacy and security training must sign a certification, indicating the member’s name and the date on which the training was completed. These certifications must be retained for a period of six (6) years following contract termination.
Employee Discipline
Appropriate sanctions must be applied against persons who fail to comply with privacy policies and procedures or any provisions of these requirements, including termination of employment where appropriate.
Background Check
Before a person may access CDA PCSI, a thorough background check of that person must be conducted, with evaluation of the results to assure that there is no indication that the person may present a risk to the security or integrity of confidential data or a risk for theft or misuse of confidential data. The Subrecipient shall retain each person’s background check documentation for a period of three (3) years following contract termination.
1. Mailing
Mailings of CDA PCSI shall be sealed and secured from damage or inappropriate viewing of PCSI to the extent possible. Mailings which include 500 or more individually identifiable records of CDA PCSI in a single package shall be sent using a tracked mailing method which includes verification of delivery and receipt, unless the prior written permission of CDA to use another method is obtained.
2. Security Officer:
The Subrecipient shall designate a Security Officer to oversee its data security program who will be responsible for carrying out its privacy and security programs and for communicating on security matters with OoA.
3. Mitigation of Harmful Effects:
The Subrecipient shall mitigate, to the extent practicable, any harmful effect that is known to the Subrecipient of a use or disclosure of PCSI and other confidential information in violation of the requirements of the CDA Program Guide.
4. Access to, and Accounting For, Disclosure of PCSI
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The Subrecipient shall document and make available to CDA/OoA or (at the direction of CDA/OoA) to an Individual such disclosures of CDA PCSI and information related to such disclosures necessary to respond to a proper request by the subject Individual for an accounting of disclosures of personal information as required by 45 CFR section 164.524 or any applicable state or federal law.
Access to Practices, Books, and Records
The Subrecipient shall make its internal practices, books, and records relating to the use and disclosure of PCSI on behalf of CDA/OoA available to CDA/OoA upon reasonable request.
Special Provision for SSA Data
If the Subrecipient receives data from or on behalf of CDA/OoA that was verified by or provided by the Social Security Administration (SSA Data) and is subject to an agreement between CDA and SSA, the Subrecipient shall provide, upon request by CDA/OoA, a list of all employees and agents who have access to such data, including employees and agents of its agents, to CDA/OoA.
Breaches and Security Incidents
The Subrecipient shall implement reasonable systems for the discovery and prompt reporting of any breach or security incident, and take the following steps:
1. Notice to OoA
The Subrecipient shall notify OoA immediately by email or telephone of the discovery of:
a) Unsecured CDA PCSI if the CDA PCSI is reasonably believed to have been accessed or acquired by an unauthorized person.
b) Any suspected security incident which risks unauthorized access to CDA PCSI and/or other confidential information.
c) Any intrusion or unauthorized access, use, or disclosure of CDA PCSI in violation of this Contract; or
d) Potential loss of confidential data affecting this Contract. e) Notice via email shall be made using the current CDA 1025 “Information Security Incident Report” forms and shall include all information known at the time the incident is reported. The forms are available online at: https://aging.ca.gov/Information_security/ .
f) Upon discovery of a breach or suspected security incident, intrusion, or unauthorized access, use or disclosure of CDA PCSI, the Subrecipient shall take:
i. Prompt corrective action to mitigate any risks or damages involved with the security incident or breach; and
ii. Any action pertaining to such unauthorized disclosure is required by applicable Federal and State laws and regulations.
2. Investigation of Security Incident or Breach
The Subrecipient shall immediately investigate such security incident, breach, or unauthorized use or disclosure of CDA PCSI.
3. Complete Report
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The Subrecipient shall provide a complete report of the investigation to OoA within ten (10) working days of the discovery of the breach or unauthorized use or disclosure. The complete report must include an assessment of all known factors relevant toa determination of whether a breach occurred under applicable federal and state laws. The report shall include a full, detailed corrective action plan including information on measure that were taken to halt and/or contain improper use or disclosure. If OoA requests information in addition to this report, the Subrecipient shall make reasonable efforts to provide OoA with such information. OoA will review and approve or disapprove the Subrecipient’s determination of whether a breach occurred, whether the security incident or breach is reportable to the appropriate entities, if individual notifications are required, and the Subrecipient’s corrective action plan.
a) If the Subrecipient does not submit a complete report within the ten (10) working day timeframe, the Subrecipient shall request approval from OoA within the ten (10) working day timeframe of a new submission timeframe for the complete report.
4. Notification of Individuals
If the cause of a breach is attributable to the Subrecipient or its agents, the Subrec ipient shall notify individuals accordingly and shall pay all costs of such notifications as well as any costs associated with the breach. The notifications shall comply with applicable federal and state law. OoA shall approve the time, manner, and content of any such notifications and their review and approval must be obtained before the notification are made.
5. Responsibility for Reporting Breaches to Entities other than OoA
If the cause of a breach of CDA PCSI is attributable to the Subrecipient or its subcontractors, the Subrecipient is responsible for all required reporting of the breach as required by the applicable federal and state law.
6. Submission of Sample Notification to Attorney General:
If notification to more than 500 individuals is required pursuant to California Civil Code section 1798.29, regardless of whether the Subrecipient is considered only a custodian and/or non- owner of the CDA PCSI, the Subrecipient shall, at its sole expense and the sole election of OoA, either:
a) Electronically submit a single sample copy of the security breach notification, excluding any personally identifiable information, to the Attorney General pursuant to the format, content, and timeliness provisions of Section 1798.29, subdivision (e). The Subrecipient shall inform their assigned OoA Program Manager of the time, manner, and content of any such submissions prior to the transmission of such submissions to the Attorney General; or b) Cooperate with and assist CDA in its submission of a sample copy of the notification to the Attorney General.
Responsibility of OoA
OoA agrees to not request the Subrecipient use or disclose PCSI in any manner that would not be permissible under HIPAA and/or other applicable federal and/or state law.
Audits, Inspections, and Enforcement
1. OoA Right to Inspect:
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From time to time, OoA may inspect the facilities, systems, books, and records of the Subrecipient to monitor compliance with the safeguards required in the Information Confidentiality and Security Requirements (ICSR) section. The Subrecipient shall promptly remedy any violation of any provision of this ICSR section. The fact that OoA inspects, or fails to inspect, or has the right to inspect, the Subrecipient’s facilities, systems, and procedures does not relieve the Subrecipient of its responsibility to comply with this ICSR section.
2. Notification to OoA om Event Subrecipient is Subject to Other Audit:
If the Subrecipient is the subject of an audit, compliance review, investigation, or any proceeding that is related to the performance of its obligations pursuant to the Contract and/or the CDA Program Guide or is the subject of any judicial or administrative proceeding alleging a violation of HIPAA, the Subrecipient shall promptly notify OoA unless it is legally prohibited from doing so.
Miscellaneous Provisions
1. Disclaimer:
OoA makes not warranty or representation that compliance by the Subrecipient with the CDA Program Guide will satisfy the Subrecipient’s business needs or compliance obligations. The Subrecipient is solely responsible for all decisions made by the Subrecipient regarding the safeguarding of CDA PCSI and other confidential information.
2. Amendment:
a) No amendment or variation of the terms of this Contract shall be valid unless made in writing, signed, and approved by both parties. No oral understanding or agreement not incorporated in this Contract is binding on any of the parties.
b) Any provision of this Contract or the CDA Program Guide which conflicts with future applicable federal or state laws is hereby amended to conform to the provisions of those laws. Such amendment of this Contract and/or the CDA Program Guide shall be effecti ve on the effective date of the laws necessitating it and shall be binding on the parties even though such amendment may not have been reduced to writing and formally agreed upon and executed by the parties. c) Failure by the Subrecipient to take necessary actions required by amendments to the Contract and/or the CDA Program Guide shall constitute a material violation. d) OoA reserves the right to revise, waive, or modify the Contract to reflect any restrictions, limitations, or conditions enacted by Congress of the Legislature or as directed by the Executive Branch of the State government.
3. Assistance in Litigation or Administrative Proceedings
The Subrecipient shall make itself, its employees, and agents available to OoA at no cost to OoA to testify as witnesses in the event of litigation or administrative proceedings being commenced against OoA (County), its officer, or employees based upon cla imed violation of laws relating to security and privacy, and which involves inactions or actions by the Subrecipient (except where the Subrecipient or its subcontractor, workforce employee, or agent is a named adverse party).
4. No Third-Party Beneficiaries
Nothing in the CDA Program Guide is intended to or shall confer upon any third person, any rights, or remedies whatsoever.
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5. Interpretation
The terms and conditions of the CDA Program Guide shall be interpreted as broadly as necessary to implement and comply with regulations and applicable laws. The parties agree that any ambiguity in the terms and conditions of the CDA Program Guide shall be resolved in favor of a meaning that complies and is consistent with federal and state laws and regulations.
6. No Waiver of Obligations
No change, waiver, or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation or shall prohibit enforcement of any obligation on any other occasion.
7. Return or Destruction of CDA PCSI on Expiration or Termination
At expiration or termination of Contract, if feasible, the Subrecipient shall return or destroy all CDA PCSI that the Subrecipient still maintains in any form and retain no copies of such information. If return or destruction is not feasible, OoA and the Subrecipient shall determine the terms and conditions under which the Subrecipient may retain the PCSI.
8. Data Sanitation
All CDA PCSI must be sanitized using NIST Special Publication 800- 88 standard methods for data sanitation when the CDA PCSI is no longer needed.
a) Survival
If return or destruction of CDA PCSI is not feasible upon the completion or termination of the Contract, the respective rights, obligations of the Subrecipient under this Section shall survive the completion or termination of the Contract between the Subrecipient and OoA (County). The Subrecipient shall also limit further uses and disclosures of CDA PCSI to those purposes that make the return or destruction of the information infeasible.
E. Access
Subrecipient shall provide access to the federal or State contracting agency, the California State Auditor, the Comptroller, General of the United States, or any of their duly authorized federal or State representatives to any books, documents, papers, and records of the Subrecipient or subcontractor which are directly pertinent to this specific Agreement for the purpose of making an audit, examination, excerpts, and transcriptions.
F. Evaluation and Monitoring
1. Site inspection. Authorized County, State and federal representatives shall have the right to inspect work, program and service sites of Subrecipient during the term of this Contract at any time during normal business hours.
2. Ev al uating, monitoring and assessing Subrecipient ’s performance . Authorized County, State and/or federal representatives shall have the right to monitor, assess and evaluate Subrecipient ’s performance pursuant to this Contract. Said monitoring, assessment and evaluation may include, but is not limited to, administrative processes, fiscal, data and procurement components. This will include policies, procedures, procurement, audits, inspections of project premises, interviews of project staff and participants, visits to participant worksites, and when applicable, inspection of food preparation sites.
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3. Subrecipient cooperation. Subrecipient shall actively participate and cooperate with County, State and/or federal representatives in the monitoring, assessment and e valuation processes, including making any program and any administrative staff (fiscal, etc.) available at the request of such representatives.
Subrecipient shall also ensure timely and appropriate action on all deficiencies pertaining to the Federal programs detected through monitoring and on-site review. [CFR 45, 75.352].
4. Failure to comply . Failure by Subrecipient to meet the conditions necessary for an evaluation will be sufficient grounds for County to withhold and/or delay reimbursement or to terminate this Contract.
G. Procurement
1. Competitive process. Subrecipient acknowledges that the procurement of all supplies, services and equipment pursuant to, and utilizing funds provided by, this Contract involves the expenditure of public funds and that the use of a competitive process open to all interested competitors is necessary to maintain the public trust and to allow all interested persons to compete for business resulting from expenditure of said public funds.
2. Non-profit Subrecipient. If Subrecipient is a non- profit organization, Subrecipient shall comply with standards and guidelines provided in 45 C.F.R., Part 74, in procuring all supplies, equipment, construction and services pursuant to, and/or utilizing funds provided by, this Contract.
3. Local government Subrecipient. If Subrecipient is a local government, Subrecipient shall comply with the directives applicable to procurement by subgrantees set forth in 45 C.F.R. Part 92.36 in procuring all supplies, services and equipment pursuant to, and/or utilizing funds provided by, this Contract.
4. Deviation. Should Subrecipient wish to deviate from the requirements of this Paragr aph F or wish to issue a sub -contract to other than the lowest bidder or competitor, Subrecipient shall submit written justification therefore to Administrator for approval or denial and shall withhold any further action until receipt of written notice of Administrator’s approval of said request. The decision of Administrator shall be final.
H. Property
1. Unless otherwise provided for in this Paragraph H, property refers to all assets used in operation of this Contract.
a) Property includes land, buildings, improvements, machinery, vehicles, furniture, tools, intangibles, etc.
b) Property does not include consumable office supplies such as paper, pencils, toner cartridges, file folders, etc.
2. Property acquired under this contract, which meets any of the following criteria is subject to the reporting requirements:
a) Has a normal useful life of at least one (1) year and has a per unit acquisition cost of at least $500 (desktop or laptop setup, is considered a unit, if purchased as a unit), for all equipment purchased prior to July 1, 2020.
b) Has a normal useful life of at least one (1) year and has a per unit acquisition cost of at least $5,000 for all equipment purchased after June 30, 2020, requires justification from Subrecipient (desktop or laptop setup, is considered a unit, if purchased as a unit). Prior written approval from the County and CDA is needed for all equipment purchases over $5,000 and must be included in the approved budget.
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c) All computing devices, regardless of cost (including but not limited to, workstations, servers, laptops, personal digital assistants, notebook, computers, tablets, smartphones , and cellphones) requires justification from Subrecipient. Prior written approval from the County and CDA is needed for purchase of all computing devices, regardless of cost, and must be included in the approved budget. d) All portable electronic storage media, regardless of cost (including but not limited to, thumb/flash drives and portable hard drives) requires justification from Subrecipient. Prior written approval from the County and CDA is needed for purchase of all portable electronic storage media, regardless of cost, and must be included in the approved budget.
e) All new and previously acquired vehicles purchased with CDA funds (all or a portion of) must list the County of Orange Office on Aging as lienholder on the title of the vehicles. f) All property reported on the CDA 32 Form prior to July 1, 2020 must continue to be reported until the Subrecipient has obtained approval to dispose from OoA and CDA.
3. Intangibles are property, which lack physical substance but give valuable rights to the owner. Examples of intangible property include patents, copyrights, leases, and computer software. By contrast, hardware consists of tangible equipment (e.g., computer printer, terminal, etc.). Costs include all amounts incurred to acquire and to ready the intangible asset for its intended use. Typical intangible property costs include the purchase price, legal fees, and other costs incurred to obtain title to the asset.
4. Subrecipient shall keep track of property purchased with funds from this Contract and submit to County a Property Acquisition Form (CDA 9023), in electronic form, for all property furnished or purchased with funds awarded under the terms of this Contract, as instructed by County or CDA. Subrecipient shall submit and certify their reported property inventory annually to County unless otherwise directed by Administrator.
5. Subrecipient shall record, at a minimum, the following information when property is acquired:
a) Date acquired
b) Item description (include model number)
c) CDA-issued tag number
d) Serial number (if applicable)
e) Purchase cost or other basis of valuation
f) Fund source
6. Disposal of Property:
a) Prior to disposal of any property purchased with funds from this Contract or any predecessor Contract, Subrecipient must obtain approval from CDA for reportable property. Disposition, which includes sale, trade -in, discarding, or transfer to another agency may not occur until approval is received from CDA. Subrecipient shall email to County the electronic version of the Request to Dispose of Property (CDA 248). CDA will then instruct County on disposition of the property, and County will notify Subrecipient. Once approval for disposal has been received from CDA, and the County has reported to CDA the Property Survey Report’s (STD 152) Certification of Disposition, the item(s) shall be removed from Subrecipient’s inventory report. Property is not to be disposed of until both the CDA 248 and STD 152 have been approved by CDA. Subrecipient will be liable for repayment of purchase price of equipment if Subrecipient disposes of equipment without prior approval from CDA.
b) Subrecipient must remove all confidential, sensitive, or personal information from CDA property prior to disposal, including removal or destruction of data on computing devices with digital memory and storage capacity. This includes, but is not limited to magnetic tapes, flash drives, personal computers, personal digital assistants, cell or smart phones, multi-function printers, and laptops.
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7. Any loss, damage, or theft of equipment shall be investigated, and fully documented. The Subrecipient shall promptly notify OoA and shall provide copies of investigative documentation and police reports as requested by OoA/CDA.
8. The State reserves title to all State-purchased or financed property not fully consumed in the performance of this Contract, unless otherwise required by federal law or regulations or as otherwise agreed by the Parties.
9. Subrecipient shall exercise due care in the use, maintenance, protection, and preservation of such property during the period of the project and shall assume responsibility for replacement or repair of such property during the period of the project, or until Subrecipient has complied with all written instructions from County regarding the final disposition of the property.
10. In the event of Subrecipient’s dissolution or upon termination of this Contract, Subrecipient shall provide a final property inventory to County. The State reserves the right to require Subrecipient to transfer such property to another entity or to the State.
11. To exercise the above right, no later than 120 days after termination of this Contract or notification of Subrecipient’s dissolution, County will issue specific written disposition instructions to Subrecipient.
12. Subrecipient shall use the property for the purpose for which it was intended under the Contract. When no longer needed for that use, Subrecipient shall use it, if needed, and with wr itten approval of County for other purposes in this order:
a) Another CDA program providing the same or similar service b) Another CDA-funded program
13. Subrecipient may share use of the property and equipment or allow use by other programs, upon written approval from County. As a condition of the approval, County may require reimbursement under this Contract for its use.
14. Subrecipient shall not use equipment or supplies acquired under this Contract with federal and/or State monies for personal gain or to usurp the competitive advantage of a privately-owned business entity.
15. If purchase of equipment is a reimbursable item, the equipment to be purchased will be specifi ed in the budget.
I. General Regulations
Subrecipient shall:
1. Adhere to and perform to 48 CFR 3.908, implementing section 828, entitled “Pilot Program for Enhancement of Contractor Whistleblower Protections,” of the National Defense Authorization Act (NDAA) for Fiscal Year 2013 (Pub. L. 112-239, enacted January 2, 2013), as it applies to this Contract.
2. Recognize any same- sex marriage legally entered into in a United States (U.S.) jurisdiction that recognizes their marriage, including one of the fifty (50) states, the District of Columbia, or a U.S. territory, or in a foreign county so long as that marriage would also be recognized by a U.S. jurisdiction.
This applies regardless of whether or not the couple resides in a jurisdiction that recognizes same -sex marriage. However, this does not apply to registered domestic partnerships, civil unions or similar formal relationships recognized under the law of the jurisdiction of celebration as something other than a marriage. Accordingly, recipients must review and revise, as needed, any policies and procedures which interpret or apply federal st atutory or regulatory references to such terms as “marriage,” “spouse,” DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE
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“family,” “household member” or similar references to familial relationships to reflect inclusion of same- sex spouse and marriages. Any similar familial terminology references in the U.S. Department of Health and Human Services’ (HHS) statutes, regulations, or policy transmittals will be interpreted to include same-sex spouses and marriages legally entered into as described herein. [USC 7 – Section 3 of the Defense of Marriage Act].
3. To ensure all data is collected for the unmet need as requested by the U.S. Legislature, Subrecipient must develop and implement a Wait List policy and procedure. The policy and procedure must include provisions for: prescreening individuals to determine eligibility; managing applicants’ placement on and removal from the Wait List; periodically reviewing the eligibility and identified needs of applicants on the Wait List; and assigning priority for enrollment based on Wait List.
4. Nondiscrimination
Shall comply with all federal statutes relating to nondiscrimination. These include those statutes and laws contained in the Contractor Certification Clauses (CCC 307) from CDA, which is hereby incorporated by reference. In addition, the Subrecipient shall comply with the following:
a) Equal Access to Federally-Funded Benefits, Programs, and Activities
Subrecipient shall ensure compliance with Title VI of the Civil Rights Act of 1964 [42 USC 2000d; 45 CFR 80], which prohibits recipients of federal financial assistance from discriminating against persons based on race, color, religion, or national origin.
b) Equal Access to State-Funded Benefits, Programs, and Activities
Subrecipient shall, unless exempted, ensure compliance with the requirements of Cal. Gov. C ode § 11135 et seq., and 2 CCR § 11140 et seq., which prohibit recipients of state financial assistance from discriminating against persons based on race, national origin, ethnic group identification, religion, age, sex, sexual orientation, color, or disability. [2 CCR § 98323]
c) California Civil Rights Laws
Subrecipient shall, ensure compliance with the requirements of California Public Contract Code § 2010 by submitting a completed California Civil Rights Laws Certification, prior to execution of this Contract.
The California Civil Rights Laws Certification ensures Subrecipient compliance with the Unruh Civil Rights Act (Cal. Civ. Code § 51) and the Fair Employment and Housing Act (Cal. Gov. Code § 12960), and ensures that Subrecipient internal policies ar e not used in violation of California Civil Rights Laws.
d) Subrecipient assures the OoA and State that is complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. [42 USC 12101 et seq.]
e) Subrecipient agrees to include these requirements in all contracts it enters into with Subcontractors to provide services pursuant to this Contract.
5. Conflict of Interest
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a) Subrecipient shall prevent employees, consultants, or members of governing bodies from using their positions for purposes including, but not limited to, the selection of Subcontractors, that are, or give the appearance of being, motivated by a desire for private gain for themselves or others, such as family, business, or other ties. In the event that the OoA and/or State determines that a conflict of interest exists, any increase in costs associated with the conflict of interest may be disallowed by the OoA and/or State and such conflict may constitute grounds for termination of the Contract.
b) This provision shall not be construed to prohibit employment of persons with whom the Subrecipient’s officers, agents, or employees have family, business, or other ties, so long as the employment of such persons does not result in a conflict of interest (real or apparent) or increased costs over those associated with the employment of any other equally qualified applicant, and such persons have successfully competed for employment with the other applicants on a merit basis.
6. Facility Construction or Repair
This section applies only to Title III funds and not to other funds allocated to other Titles under the Older Americans Act. Title III funds may be used for facility construction or repair.
a) When applicable for purposes of construction or repair of facilities, the Subrecipient shall comply with the provisions contained in the following and shall include such provisions in any applicable agreements with Subcontractors:
• Copeland “Anti-Kickback” Act. [18 USC 874, 40USC 3145] • Davis-Bacon Act. [40USC 3141 et seq.] [29 CFR 5]
• Contract Work Hours and Safety Standards Act. [40 USC 3701 et seq.] [29 CFR 5, 6, 7, 8] • Executive Order 11246 of September 14, 1965, entitled “Equal Em ployment Opportunity” as amended by Executive Order 11375 of October 13, 1967, as supplemented in Department of Labor Regulations. [41 CFR 60]
b) Payments are not permitted for construction, renovation, alteration, improvement, or repair of privately-owned property which would enhance the owner’s value of such property except where permitted by law and by OoA and CDA.
c) When funding is provided for construction and non- construction activities, the Subrecipient must obtain prior written approval from OoA and CDA before making any fund or budget transfers between construction and non-construction.
7. Contracts in Excess of $100,000
If all funding provided herein exceeds $100,000, the Subrecipient shall comply with all applicable orders or requirements issued under the following laws:
a) Clean Air Act, as amended. [42 USC 7401]
b) Federal Water Pollution Control Act, as amended. [33 USC 1251 et seq.] c) Environmental Protection Agency Regulations. [40 CFR 29] [Executive Order 11738] d) State Contract Act [Cal. Pub. Con. Code §10295 et seq.] e) Unruh Civil Rights Act [Cal. Pub. Con. Code § 2010]
J. Expenditure of Funds
1. Subrecipient shall expend all funds received hereunder in accordance with the Contract.
2. Any reimbursement for authorized travel and per diem shall be at rates not to exceed those amounts paid by the State in accordance with the California Department of Human Resources ’ (CalHR) rules and regulations.
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In State:
a) Mileage/Per Diem (meals and incidentals)/Lodging –
https://www.calhr.ca.gov/employees/pages/travel-reimbursements.aspx b) Out of State – http://hrmanual.calhr.ca.gov/Home/ManualItem/1/2201
This is not to be construed as limiting Subrecipient from paying any differences in costs, from funds other than those provided by this Contract, between CalHR rates and any rates Subrecipient is obligated to pay under other contractual agreements. No travel outside the State of California shall be reimbursed unless prior written authorization is obtained from CDA. [SCM 3.17.2.A(4)]
The County reserves the right to refuse payment to the Subrecipient or disallow costs for any expenditure, as determined by County and/or CDA to be: out of compliance with this Contract, unrelated or inappropriate to contract activities, when adequate supporting documentation is not presented, or where prior approval was required, but was either not requested or not granted.
K. Voluntary Contributions
Subrecipient must assure that voluntary contributions shall be allowed and may be solicited in accordance with the following requirements [OAA § 315(b)]:
1. The Subrecipient or any subcontractors for any Title III services shall not use means tests.
2. Any Title III client that does not c ontribute toward the cost of the services received shall not be denied services.
3. Methods used to solicit voluntary contributions for Title III services shall be non-coercive.
4. Each service provider will:
a) Provide each recipient with an opportunity to voluntarily contribute to the cost of the service. b) Clearly inform each recipient that there is no obligation to contribute and that the contribution is purely voluntary.
c) Protect the privacy and confidentiality of each recipient with respect to the recipient’s contribution or lack of contribution; and
d) Establish appropriate procedures to safeguard and account for all contributions. e) Use all collected contributions to expand the services for which the contributions were given and to supplement (not supplant) funds received under this program.
L. Subcontractor
Subrecipient shall:
1. Administer this Contract and require any Subcontractors to administer their subcontracts in accordance with this Contract, and with all applicable local, State, and feder al laws and regulations including, but not limited to, discrimination, wages and hours of employment, occupational safety, health, and sanitation regulations, directives, guidelines, and/or manuals related to this Contract and resolve all issues using good administrative practices and sound judgment. Subrecipient and its Subcontractors shall keep in effect all licenses, permits, notices, and certificates that are required by law.
2. Shall require language in all subcontracts to require all Subcontractors to comply with all applicable State and federal laws.
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3. Maintain on file copies of subcontracts, memorandums and/or Letters of Understanding which shall be made available for review at the request of OoA and/or CDA.
4. Monitor the insurance requirements of its Subcontractors in accordance with this Contract.
5. Conduct annual comprehensive monitoring of all subcontractors to ensure CDA compliance.
Subcontractors shall be monitored within six (6) months of effective date of agreement.
6. Resolve any issues regarding performance with subcontractor within thirty (30) days from completed date of monitoring.
7. Provide the County a copy of the completed monitoring and any applicable resolutions to performance.
M. Public Education and Information
(Please note: This differs from the IIIB service categories within the data dictionary that have the same names)
Public Education and Information (PE&I) falls into two categories:
1. Educational – materials that educate and inform an audience such as activity books, coloring books, brochures, and posters.
2. Promotional – material that promotes, supports, or enhances efforts and directly relates to the project objective such as key chains, onboard signs, mugs, pencils, magnets, and litter bags. The State of California and CDA does NOT allow CDA funds to be used for this purpose.
Subrecipient and subcontractors that use CDA funds to produce educational material and have any mention of the CDA name or organization must receive approval from the CDA Office of Communications prior to production. Additionally, subrecipients that use CDA funds to produce PE&I materials must receive written approval from the CDA Office of Communications in order to use any CDA logo. Subrecipients should allow a minimum of fifteen (15) business days for approval; they should contact their assigned OoA Program Manager for assistance.
Subrecipient should also advise vendors that all materials used in the production of public outreach materials paid for with grant funds are the property of the OoA and the CDA (i.e., data, plates, digital files, camera-ready artwork, designs, concepts, photographs, video and audio). The CDA/OoA reserves the right to use materials developed by the Subrecipient and/or subcontractor.
Inclusion of the logo and/or funding line should not interfere with the primary program messaging.
Questions regarding the inclusion, size or placement of either logo or funding statement should be directed to the assigned OoA Program Manager.
All documents produced must comply with Federal Acquisition Regulation, Section 508 , which governs
document accessibility.
N. Advertising and Public Relations
All press releases or any program advertisement utilizing the CDA logo must be approved by the CDA Office of Communications prior to dissemination. Approval is also required for all use of CDA logo or DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE
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mention of CDA in materials. The Subrecipient should email the draft press release to their assigned OoA Program Manager at least fifteen (15) business days in advance of the announcement or event.
The Subrecipient must coordinate media and kick-off events with the OoA Program team as applicable.
If CDA funds are used for outreach, including paid and earned advertising, all materials must receive preapproval from the OoA (County)/CDA before publication or production. Any mention of the CDA name or organization in press or outreach materials requires prior approval. The appropriate OoA Program Manager will coordinate this process. Materials should be submitted to the appropriate OoA Program Manager for review.
O. Copyrights/Trademarks
The CDA/OoA reserves a royalty -free, non- exclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal or state government purposes the following:
1. The copyright/trademark in any work developed under a grant, sub grant or contract under a grant or sub grant.
2. Any rights of copyright/trademark to which Subrecipient or its subcontractor purchases ownership with grant funds.
II. GENERAL PROGRAM REQUIREMENTS
Subrecipient shall adhere to and perform , but not be limited to, the following requirements for all programs:
A. Program
1. Provide and maintain written policies and procedures consistent with the requirements of the funding source and government laws and regulations.
2. Provide information on available services and resources for elderly clients and/or family caregivers.
3. Work collaboratively with County, particularly the Office on Aging’s Information and Assistance Call Center (I&A), to ensure that clients in need of services as provided via the Older Americans Act or Older Californians Act programs are provided referrals and assistance with accessing these services.
4. Secure the opportunity for eligible service population to receive managed in-home services as required under OAA § 301(a)(1)(D).
5. Identify and serve the targeted population and outreach to the low-income, at-risk minority population.
6. Provide a current copy of the Voluntary Contribution Letter as approved by the County. The approved Voluntary Contribution letter should not resemble an invoice.
7. Develop applicable program and intake forms that meet CDA requirements and submit to the County for review and approval within 30 days of contract execution.
8. Provide written policies and methods of implementation regarding income structure for all programs.
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9. Provide the County with a current and active DUNS N umber and SAMS Unique Entity Identifier (UEI) prior to Contract execution.
B. Elder Abuse
1. Notify appropriate officials when cases of imminent danger including, but not limited to harm, abuse and/or neglect toward older adults and dependent adults are observed or reported.
2. Provide follow-up with the proper authorities for Elder Abuse reporting in order to ensure that all required paperwork and report details have been documented and submitted in a timely manner.
3. Promote activities for the prevention and treatment of elder abuse, neglect, and exploitation, as required under OAA § 721 including but not limited to: reporting identified and/or suspected instances of elder abuse, referring inquiries related to elder abuse to the appropriate agency(ies), etc.
C. Staffing and Organization
1. Train and update internal staff on current policies and procedures regarding program operation, including procedures for operating contracted Older Americans Act programs.
2. Maintain and have available at the request of the County:
a) Written job descriptions for each staff position. Each job description shall include position title, qualifications to hold the position, duties and responsibilities, lines of communication for supervision and reporting, salary range, and available benefits options. b) Latest version of each program’s organizational chart. c) Written policy governing the use of volunteers, including a concise definition of volunteer responsibilities, recruitment, training, and supervision. d) Time sheets for employees and volunteers.
e) Current copies of governing by- laws that contain Board member information, advisory members, committees and meeting schedules as required by the County, if applicable. f) Current Board Agenda and Minutes
g) Grievance process and policy for older adult and caregiver clients, employees, and volunteers.
D. Emergency Preparedness Practices and Facility Requirements
3. Develop an on-site Emergency Operations Plan.
4. Conduct annual training with staff and volunteers on the Emergency Operations Plan.
5. Ensure that staff are assigned and regularly trained on specific responsibilities during emergencies.
6. Conduct two (2) fire drills per year and provide copies of the fire drill roster to the County.
7. Ensure the health and safety of program participants by monitoring the expiration dates of food and water supplies and replacing when applicable to do so.
8. Maintain and have available at the request of the County:
a) Copy of the Emergency Operations Plan
b) Up-to-date inventory on disaster response supplies and equipment. c) Current health inspection reports to the County, if applicable.
9. Ensure that the following applies to the staff and volunteer work environment:
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a) All furniture, appliances and other freestanding objects are secured in the event of an emergency. b) Gas and water shut-off valves are clearly marked and legible along with instructions/tools on how to operate the shut-off in cases of emergency.
c) Evacuation plan is posted in a highly visible location within the facility. d) Supplies of food and water is stored in a specific location and available to each program participant in cases of emergency.
e) Flashlights, portable radio and batteries are provided for the facility in cases of emergency. f) First aid supplies are provide and maintained for the facility in cases of emergency. g) Current inspection tags on all fire extinguishers are provided and maintained throughout the facility. h) Facility exit doors are clearly marked and functional. i) Facility walkway paths are free from clutter and obstruction. j) Elevator permits are current within each facility, as applicable.
E. Language
Provide bilingual program material and services to the community. Subrecipient shall ma ke every effort to offer bilingual program materials and services under CDA and County funded programs in the threshold languages identified by the County.
1. The Subrecipient shall take reasonable steps, based upon the CDA Program Guide and the County’s language policy, to ensure that “alternative communication services” are available to non-English speaking or Limited English Proficiency (LEP) beneficiaries of services under this Contract. [2 CCR 11162]
2. “Alternative communication services” include, but are not limited to, the provision of services and programs by means of the following:
a) Interpreters or bilingual providers and provider staff. b) Contracts with interpreter services.
c) Use of telephone interpreter lines.
d) Sharing of language assistance materials and services with other providers. e) Translated written information materials, including but not limited to, enrollment information and descriptions of available services and programs.
f) Referral to culturally and linguistically appropriate community service programs.
3. Subrecipient shall ensure that reasonable alternative communication services are available to meet the linguistic needs of identified eligible client population groups at key points of contact. Key points of contact include, but are not limited to, telephone contacts, office visits, and in-home visits. [2 CCR 11162]
4. Subrecipient shall notify its employees of clients’ rights regarding lan guage access and Subrecipient’s obligation to ensure access to alternative communication services as determined appropriate by Subrecipient. [22 CCR 98324]
5. Noncompliance with this section may result in suspension or termination of funds and/or termination of this Contract. [22 CCR 98370]
6. The five threshold languages in the County of Orange are:
a) English
b) Chinese (Traditional)
c) Korean
d) Spanish
e) Vietnamese (pre-1975)
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F. Publications:
1. Assure publication conditions are met. Materials published or transferred by the Subrecipient and financed with funds under this Contract shall:
a) state, “The materials or product were a result of a project funded by a contract with the California Department of Aging, and administered by the Orange County Office on Aging.” b) give the name of the entity, the address, and telephone number at which the supporting data is available and
c) include a statement that, “The conclusions and opinions expressed may not be those of the California Department of Aging and that the publication may not be based upon or inclusive of all raw data.”
G. Outreach/Marketing Activities:
1. Provide outreach in the community through community organizations and other groups.
2. Outreach and marketing activities shall be documented and kept on file.
3. Develop and have handouts, brochures, and/or signs available in languages other than English and posted in locations such as churches, community service locations, and small stores serving minority communities.
H. Participant Satisfaction Survey:
1. Conduct a participant satisfaction survey annually with program participants using the County-provided template to obtain the views about the services received.
2. Subrecipients have the flexibility to add questions or include a needs assessment. Additions to the survey must be approved by the County prior to dissemination.
3. Survey finding must be tabulated using the Participant Satisfaction Survey Results Workbook and submitted to the County via email to the [email protected] on or before May 30th along
with a summary detailing a plan of action addressing relevant concerns of participants to improve program services.
4. Subrecipient must keep the completed surveys and the tabulated results on file.
III. DATA AND REPORTING PROVISIONS
Subrecipient shall adhere to and perform, but not be limited to, the following requirements for all programs:
A. Have written procedures to ensure that all submitted performance data is timely, complete, accurate, and verifiable prior to submission to the County.
1. Written procedures shall include but not limited to:
a) Participant records are kept and stored in a confidential manner. b) Collection and reporting of program data.
c) Accuracy of data.
d) Verification of data prior to submission to the County. e) Procedures on correcting data errors.
f) A methodology for calculating and reporting:
i) Total estimated unduplicated clients in each non-registered service. ii) Total estimated unduplicated clients in all non-registered services. iii) Total estimated unduplicated clients across all registered and non-registered services. g) Performance data monitoring process.
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B. Implement the statutory provisions of Title III [OAA § 306] and/or Older Californians Act Modernization Programs in accordance with State and federal laws and regulations. Make every effort to meet the approved goals and objectives stipulated in Attachment E (Performance Standards) of this contract. Performance shall not be unilaterally reduced or otherwise changed without prior consultation with, and written approval from the County.
C. Maintain and adhere to and perform to data system software and encrypted portable computer device updates, and interface capability requirements for each computer located within the facility, as specified in the Contract and required by County.
D. Maintain participant records to prevent data breaching and unauthorized client information disclosure. Ensure all participant records are kept and stored in a confidential manner.
E. Ensure data is collected for the unmet need, as requested by CDA and/or County.
F. Subrecipient must develop and implement a Wait List policy and procedure. The policy and procedure must include provisions for:
1. Pre-screening individuals to determine eligibility.
2. Managing applicants’ placement on and removal from Wait List.
3. Periodically reviewing the eligibility and identified needs of applicants on the Wait List.
4. Assigning priority for enrollment based on Wait List.
G. Orient and train staff regarding program data collection and reporting requirements. Have cross-trained staff in the event of planned or unplanned prolonged absences to ensure timely and accurate submission of data.
H. Establish procedures which ensure the accuracy and authenticity of the number of eligible participants served each day.
I. Maintain appropriate documentation on each participant.
J. All fiscal and program data must be reported monthly. All fiscal and program data and reports are due to County by the 15
th day of the month following the month of service, unless otherwise approved by the County.
The County shall have the right to ask for fiscal, program, or other reports related to Subrecipients’ performance, as needed, and Subrecipient shall provide all such information within 30 days of receipt of any such request unless a shorter period of time is required under the terms of the Contract.
K. Maintain support files including, but not limited to, invoices, payroll, intake forms, and any other supporting documents to substantiate monthly reports. Subrecipient shall maintain backup documentation sufficient to demonstrate every element of performance under this contract including, but not limited to, the performance of the performance standards in Attachment E (Performance Standards).
L. Maintain records, by month, that support and evidence claimed in-kind expenditures.
M. Develop a cost allocation plan that explains the methods used to allocate costs for programs funded by County.
N. Develop, prepare, and submit intake forms that meet CDA requirements for approval by the County within the first thirty (30) days of the start of this Contract via email to the [email protected].
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O. For reports that will be submitted late, send an explanation including the reason(s) for the delay and the estimated date of submission twenty -four (24) hours prior to the due date to the [email protected].
P. Enter service deliveries, participant counts, and program expenditures into the OoA Data Portal by the 15th day of the month following the month of service.
Q. Verify the accuracy of data submitted to the County by correcting and/or explaining all questionab le discrepancies in the quarterly Performance Data Analysis Report within ten (10) days of receiving the report.
R. Reporting provisions specific Registered Services:
1. Enter new participants and service deliveries into Aging & Disability (A&D).
2. Complete participant assessments in A&D within the month of the participants registration date, and complete reassessments quarterly and annually thereafter.
3. Entries into A&D shall be made monthly before the 15th day of the month for the previous month's data reporting unless otherwise approved by the County.
4. The A&D system will be locked monthly and quarterly for data reconciliation. Quarterly lock dates are as follows:
Quarter Reporting Period Lock Date
Quarter 1 July 1 – September 30 October 15th
Quarter 2 October 1 – December 31 January 15th
Quarter 3 January 1 – March 31 April 15th
Quarter 4 April 1 – June 30 July 15th
For requests to unlock the A&D system, the Subrecipient shall submit an email to the [email protected]
with an explanation including the reason(s) for the unlock r equest twenty-four (24) hours in advance.
5. Have dedicated staff responsible for maintaining the A&D data tracking software, internet service, and the appropriate hardware that can support the program.
IV. TRANSITION PLAN
1. Subrecipient shall submit a transition plan to OoA within fifteen (15) days of delivery of a written Notice of Termination for a service funded by Title III. The transition plan must be approved by the OoA and CDA and shall at a minimum include the following:
a) A description of how clients will be notified about the change in their service provider.
b) A plan to communicate with other organizations that can assist in locating alternative services.
c) A plan to inform community referral sources of the pending termination of the service and what alternatives, if any, exist for future referrals.
d) A plan to evaluate clients in order to assure appropriate placement.
e) A plan to transfer any confidential medical and client records to a new contractor.
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f) A plan to dispose of confidential records in accordance with applicable laws and regulations.
g) A plan for adequate staff to provide continued care through the term of the Contract. [22 CCR 7206(e)(4)].
h) A full inventory and plan to dispose of, transfer, or return to the State all equipment purchased during the entire operation of the Contract.
i) Additional information as necessary to effect a safe transition of clients to other community service providers.
2. The Subrecipient shall implement the transition plan as approved by OoA and CDA. OoA will monitor the Subrecipient’s progress in carrying out all elements of the transition plan.
3. If Subrecipient fails to provide and implement a transition plan as required by Attachment A. III. G., the Subrecipient will implement a transition plan submitted by OoA/CDA to the Subrecipient following the Notice of Termination.
V. COMMUNITY SERVICES SCOPE & REQUIREMENTS
This Scope of Services contains the measurable objectives mandated by the California Department of Aging (CDA) and the Office on Aging (OoA) for the Title III Community Services Program.
A. Reference Documents
The following regulations applicable to the operation of the Community Services Program are available through the California Department of Aging (CDA) webs ite, www.aging.ca.gov , under
Laws/Regulations/Policies.
1. California Code of Regulations (CCR)
2. Older Americans Act, as Amended 2006 (OAA)
3. Code of Federal Regulations
4. United States Code (USC) Title 42, Chapter 35 – Programs for Older Americans
B. Definitions
The following definitions apply to the Community Services Program:
1. Eligible Service Population for Title III-B means individuals sixty (60) years of age or older, with emphasis on those in greatest economic and social need with particular attention to low -income minority older individuals, older individuals with Limited English Proficiency (LEP), and older individuals residing in rural areas. [OAA § 305 (a)(2)(E); 22 CCR 7119, 7125, 7127, 7130, 7135 and 7638.7].
2. Priority Services for Title III-B means those services associated with access to services (transportation, outreach, information and assistance, and case management); in -home services including supportive services such as respite and visiting, for families of older individuals who are victims of Alzheimer’s disease and related disorders with neurological and organic brain dysfunction; and legal assistance.
3. Program Requirements means Title III program requirements found in the OAA [42 USC 3001- 3058]; [45 CFR 1321]; the California Code of Regulations [22 CCR 7100 et seq.], CDA Program Memoranda, and California Retail Food Code (CRFC).
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4. Title III-B (Supportive Services) means a variety of services including, but not limited to: personal care, homemaker, chore, adult day care, case management, assisted transportation, transportation, legal assistance, information and assistance, outreach, services that promote or support social connectedness and reduce negative health effects associated with social isolation, and long-term care ombudsman advocacy, as defined in the National Aging Programs Information Systems (NAPIS) categories and the National Ombudsman Reporting System (NORS). [OAA § 321(a)]
5. Cash/Material Aid means arranging for and providing assistance to participants in the form of commodities, surplus food distribution, vouchers, or direct payment to vendors that will help meet identified needs associated with the participant.
6. Senior Activities m eans services designed to enable older individuals to attain and/or maintain physical and mental well-being such as recreation, music, creative arts, physical activity, education, leadership development and other supportive services not covered under other service categories.
Development and provision of new volunteer opportunities and services, creation of additional services and programs to remedy gaps and deficiencies in existing services. Entertainment costs such as tickets to shows or sporting events, meals, lodging, rentals, transportation and gratuities, are not allowable
C. General Requirements of the Community Services Program
Subrecipient shall adhere to and perform, but not be limited to, the following requirements:
1. Ensure services are provided only to the defined Eligible Service Population.
2. Provide program information and assistance to the public.
3. Maintain a program data collection and reporting system as specified in the Reporting Provisions section of this contract.
4. Offer to each older individual seeking Title III case management services, a list of agencies that provide similar services within the jurisdiction of the AAA as specified in 42 USC 3026(a)(8)(C)(i)- (iii).
5. Implement the statutory provisions of the Title III and Title VII Programs [OAA § 306] in accordance with State and federal laws and regulations. The Subrecipient shall make every effort to meet the approved goals and objectives stipulated in Attachment E (Performance Standards) of this contract.
Performance shall not be unilaterally reduced or otherwise changed without prior consultation with, and written approval from the Office on Aging.
6. Conduct and/or promote activities for the prevention and treatment of elder abuse, neglect, and exploitation, as required under OAA § 721.
7. Not require proof of age, citizenship, or disability as a condition of receiving services.
8. Provide support and technical assistance to Subcontractors and respond in writing to all written requests for direction, guidance, and interpretation of instructions to include client and performance data.
9. Any Title III and Title VII service shall not implement a Cost Sharing program unless approved by OoA and CDA.
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ATTACHMENT B
PAYMENT/COMPENSATION
I. COMPENSATION:
This is a cost reimbursement Contract between the County and the Subrecipient for up to $71,082 for the Community Services, beginning July 1, 2024, through June 30, 2025. The Subrecipient agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Subrecipient of all its duties and obligations hereunder. The County shall have no obligation to pay any sum in excess of the total Contract amount specified unless authorized by an amendment in accordance with Paragraphs C and P of the County’s General Terms and Conditions.
II. PAYMENT TERMS:
Invoices are to be submitted in arrears to the user agency/department. An invoice for the reimbursement of costs shall be submitted to the address specified below upon the completion of the services/activities and approval of the County Project Manager. Subrecipient shall reference Contract number on invoice. Payment will be net 30 days after receipt of an invoice in a format acceptable to the County of Orange and verified and approved by OC Community Services and subject to routine processing requirements of the County. The responsibility for providing an acceptable invoice rest with the Subrecipient.
Billing shall cover services not previously invoiced. The Subrecipient shall reimburse the County of Orange for any monies paid to the Subrecipient for services not provided or when services do not meet the Contract requirements.
Payments made by the County shall not preclude the right of the County from thereafter disputing any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the services.
In the event cost is disputed and/or disallowed, the County will make partial payment to recoup disputed/disallowed monies in the following billing cycle. The Subrecipient will reimburse the County for disputed/disallowed monies identified after July 10, 2025 in one lump sum.
Program Invoice(s):
OC Community Resources
Attention: Accounts Payable
601 N. Ross St., 6th floor
Santa Ana, CA 92701
Or upload to assigned Box.com folder
III. INVOICING INSTRUCTIONS:
The Subrecipient will provide an invoice on Subrecipient ’s letterhead for services rendered. Each invoice will have a number and will include the following information:
A. Subrecipient’s name and address
B. Subrecipient’s remittance address (if different from 1 above) C. Subrecipient’s Tax ID Number
D. Name of County Agency Department
E. County Contract Number
F. Service date(s) – Month of Service
G. Delivery Order (DO) / Subordinate Agreement Number
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H. Deliverables / Service description (in accordance with the Contract, Attachment A (Scope of Services) and E (Performance Standards))
I. Subrecipient’s Federal I.D. number
J. Total
Further instructions regarding invoicing/reimbursements as set forth in Exhibit 5, OC Community Resources Contract Reimbursement Policy, are attached hereto and incorporated herein by reference.
IV. MONTHLY OPERATING COSTS
Payments for monthly work completed shall be made as follows:
A. Subrecipient shall timely transmit to County all data required pursuant to this Contract. Subrecipient also shall submit an invoice(s) and such other substantiating reports as County may require, all in a form satisfactory to Project Manager, by the fifteenth (15th) day of each month, showing the prior month’s actual expenditures. If the 1 5th falls on a weekend or holiday, the invoice/data report is due the next business day. If Subrecipient receives funds pursuant to this Contract for more than one program or Service Area, each such program or Service Area shall be invoiced separately from all other progr ams or Service Areas, and separate substantiating reports shall be submitted for each program or Service Area, unless otherwise approved by Project Manager . County shall make monthly payments based on Subrecipient’s data, invoice(s), and substantiating reports, unless otherwise approved by Project Manager.
B. In cases where errors or Disallowed costs are identified by County, County will return invoice(s) for revision. Subrecipient must resubmit revised invoice(s) within five (5) business days of notification from County, excluding the final month close-out invoice.
C. No payments will be made if any preceding months’ data, reports, or invoices are outstanding, unless otherwise approved by the Administrator.
D. No payments will be made for costs incurred by Subrecipient which are not “allowable costs” applicable to Subrecipient under 45 C.F.R. Part 92.22(b).
E. Whenever Subrecipient is not in compliance with any provision of this Contract, Project Manager, may withhold payment until such time as Subrecipient comes into compliance.
F. Any late submission for the July thru April invoices will result in a technical assistance finding during program monitoring.
G. Total Monthly Costs may exceed one -twelfth of the Maximum Obligation of County. Upon receipt of sufficient written justification from the Subrecipient, as determined in the sole discretion of the Project Manager, or her designee, the Project Manager, has the discretion, in any given month, to pay over the monthly one-twelfth of the Maximum Obligation.
V. BUDGET REVISIONS
A. Budget revisions are changes made in the detailed budget submitted to County. Detailed budgets contain the major cost categories listed in Attachment C of this Contract.
1. Budget revisions initiated by Subrecipient must be limited to no more than three (3) times per program, per Fiscal Year.
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B. All additional budget revision requests initiated by Subrecipient will be denied. Special consideration may be made for extenuating circumstances, but approval is not guaranteed.
C. Budget revisions and budget modification requests initiated by Subrecipient must be submitted no later than April 30th of each fiscal year.
VI. FULL COMPENSATION
Subrecipient agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may a rise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Subrecipient of all its duties and obligations hereunder.
VII. CLOSE-OUT DEADLINES
A. The 11th month invoice is due on the 10th of June without exceptions. In cases of returned invoices due to errors or Disallowed costs, Subrecipient must resubmit revised invoice(s) within two (2) business days of notification from County.
B. The 12th month close -out invoice is due on the 10th of July without exceptions. In cases of returned invoices due to errors or Disallowed costs, Subrecipient must resubmit revised invoice(s) within two (2) business days of notification from County.
C. Request for budget and/or invoice revisions from the Subrecipient will be restricted to a minimum for May and June invoices and will only be allowed at the County’s discretion.
D. Subrecipient must submit June invoice estimates by the 10th of June. Estimates must be projected based on anticipated actual expenditure.
E. Any late submission for the May and June invoices will result in a corrective monitoring finding, without any exceptions. All requests for late submissions or due date extensions will not be granted. A Corrective Action Plan (CAP) will be required to address this finding.
VIII. CONTRIBUTIONS
A. Subrecipient shall provide every participant the opportunity to voluntarily contribute toward the cost of the services provided under this Contract for the applicable programs . Subrecipient shall protect the privacy of each such contributor with respect to his or her contribution. No Older Individual shall be denied a service because of unwillingness or inability to contribute towards the cost of said service.
B. Subrecipient shall keep separate accounts of all contributions for services provided pursuant to this Contract. Subrecipient shall report such contributions monthly to County in the format required by County.
C. Contributions for services provided pursuant to this Contract shall be added to the funds provided to Subrecipient by County pursuant to this Contract and shall be used for the purposes and in accordance with the terms of this Contract.
i. Third-Party Revenue
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reimbursements received by Subrecipient shall be reported to County in the format required by County. The amount of such third- party reimbursements shall be deducted from County’s maximum obligation hereunder.
IX. INTEREST EARNED
A. If Subrecipient earns interest on funds received pursuant to this Contract, that interest shall be identified as income to the program(s) for which this Contract provides and shall be used and expended only for said program(s). Subrecipient shall maintain in its files full documentation of such interest earnings and expenditures.
B. If Subrecipient is a nonprofit, it shall maintain any advances of funds or contributions received under this Contract in interest-bearing accounts, unless “a” or “b” below apply:
i. The best reasonably available interest-bearing account would not be expected to earn interest in excess of $500 per year on the funds deposited pursuant to this Contract combined with other federal cash balances, if any, maintained by Subrecipient; or
ii. The depository would require an average or minimum balance so high that it would not be feasible within the expected cash resources Subrecipient expects to receive under this Contract.
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ATTACHMENT C
BUDGET SCHEDULE
City of Fullerton
Community Services
Service Area
Service Area 1 North
I. Subrecipient’s Budget (July 1, 2024 - June 30, 2025)
Administrative Costs $0
Program Costs
Personnel (Salaries and Benefits) $71,082
Services and Supplies $0
Indirect Costs $0
Total Match Funds (Cash and/or In-Kind) $8,366
Total Budgeted Costs $71,082
*In-Kind Contribution means the value of non-cash contribution donated to support the project or program (e.g., property, service, volunteer hours, etc.).
Funds made available under this Contract shall supplement, and not supplant, any federal, State, or local funds expended by a State or unit of general-purpose local government.
Budgets contained in Attachment C of this Agreement are high- level budgets. Upon approval by the Orange County Board of Supervisors and/or the County – but prior to submission of July 2024 invoices, a detailed budget must be submitted to the Office on Aging office for approval. Budget templates will be provided by the Office on Aging. Invoices shall be submitted based upon these detailed budgets.
Subrecipient may request to shift funds between programs, or between budgeted line items within a program, for the purpose of meeting specific program needs by utilizing a Budget/Staffing Revision Request form provided by Contract Administrator. Subrecipient must include a justification narrative specifying the purpose of the request, the amount of said funds to be shifted, and the sustaining annual impact of the shift as may be applicable to the current Fiscal Year Budget and/or future Fiscal Year Budgets. Subrecipient shall obtain written approval of any Budget/Staffing Revision Request(s) from Contract Administrator prior to im plementation by Subrecipient.
II. The above Cost Categories is an overview of the actual budget approved by the Office on Aging. Subrecipient shall be responsible for and maintain the approved Budget Summary by Funding Source and Revenue Sources spreadsheet that is provided to Subrecipient from Office on Aging. The Budget Summary by Funding Source and Revenue Sources spreadsheet shall be maintained and completed in accordance with the Office on Aging policies and processes. Any deviation from the Office on Aging approved budget, may and can delay acceptance of budgets and/or reimbursements.
III. The Budget Summary by Funding Source and Revenue Sources spreadsheet must set forth in detail the reimbursable items, unit rates and extended total amounts for each line item. The Subrecipient’s Budget Summary by Funding Source and Revenue Sources spreadsheet shall include, at a minimum, the following items when reimbursable and applicable under this Contract:
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A. Personnel Costs – annual full-time effort (FTE) wage rates and personnel classifications together with the percentage of time to be charged, specified for each fund source. 2 CFR 200.430 must be followed for rules regarding allowability of personnel costs. Specific emphasis of section (i) of 2 CFR 200.430:
1. Charges to Federal awards for salaries and wages must be based on records that accurately reflect the work performed. These records must:
i. Be supported by a system of internal control which provides reasonable assurance that the charges are accurate, allowable, and properly allocated; ii. Be incorporated into the official records of the non-federal entity; iii. Reasonably reflect the total activity for which the employee is compensated by the non- Federal entity, not exceeding 100% of compensated activities; iv. Support the distribution of the employee’s salary among specific activities or cost objectives if the employee works on more than one Federal award; a Federal award and a non-Federal award, an indirect cost activity and a direct cost activity; two or more indirect activities which are allocated using different allocation bases; or an unallowable activity and a direct or indirect cost activity.
v. Budget estimates (i.e., estimates determined before the services are performed) alone do not qualify as support for changes to Federal awards.
2. Salaries and wages of employees used in meeting cost sharing or matching requirements on Federal awards must be supported in the same manner as salaries and wages claimed for reimbursement from Federal awards.
B. Fringe Benefits – specified for each program.
C. Staff Travel (In -State and Out -of-State travel) – mileage reimbursement, lodging, per diem and other travel costs, specified for each program.
D. Staff Training – attendance and cost for necessary training, specified for each program.
E. Rent – total cost per program (specify square footage and rate).
F. Property/Equipment - detailed descriptions and unit costs, specified for each program.
G. Supplies – to include items below the $5,000 equipment threshold, specified for each program.
H. Contractual Costs – subcontractor and consultant cost details, specified for each program.
I. Other Costs – Facilities and other ordinary and necessary costs specified for each program.
J. Allocated Direct Costs – requires submission of a Direct Cost Allocation Plan for prior approval. OR K. Indirect Costs – costs incurred for a common or joint purpose benefitting more than one cost objective and not readily assignable as a direct cost.
IV. One-Time Only (OTO) Funds
OTO funds are non-transferable between funding sources. This means that OTO funds can only be used in the program in which they were accrued.
V. Matching Contributions
“Matching Contributions” means local cash and/or in -kind contributions made by the Subrecipient, subcontractor, or other local resources that qualify as match for the Contract funding.
a) Cash and/or in- kind contributions may count as match, if such contributions are used to meet program requirements.
b) Any matching contributions (cash or in-kind) must be verifiable from the records of the Subrecipient and the subcontractor.
c) Matching contributions must be used for allowable costs in accordance with the OMB cost principles.
d) Match requirement must be fulfilled by the end of the contract fiscal year.
DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE County of Orange MA-012-24011465 Page 3 of 4
OC Community Resources City of Fullerton File No. 2521502 Community Services
e) The required minimum program matching contributions for Title IIIB, not including Ombudsman, and IIIC is ten percent (10%).
f) The required minimum program matching contributions for Title IIIE is twenty-five percent (25%).
g) Minimum matching requirements are calculated on net costs, which are total costs less program income, non- matching contributions, and State funds.
h) Matching contributions generated in excess of the minimum required are considered overmatch.
VI. Indirect Costs
A. The maximum reimbursement amount allowable for indirect costs is ten percent (10%) of the Subrecipient’s Modified Total Direct Costs (MTDC) per funding category, excluding in -kind contributions and nonexpendable equipment.
Modified Total Direct Cost (MTDC) means all direct salaries and wages, applicable fringe benefits, materials and supplies, services, travel, and up to the first $25,000 of each subaward (regardless of the period of performance of the subawards under the award). MTDC excludes in -kind contributions, equipment, capital expenditures, ch arges for patient care, rental costs, tuition remission, scholarships and fellowships, participant support costs and the portion of each subaward in excess of $25,000. Other items may only be excluded when necessary to avoid a serious inequity in the distribution of indirect costs, and with the approval of the cognizant agency for indirect costs. [45 CFR 75.2]
B. Subrecipients requesting reimbursement for indirect costs shall retain on file an approved negotiated indirect cost rate or an allocation plan. Both approved negotiated indirect cost rate and cost allocation plan must detail the methodology used to determine the indirect costs and/or cost allocation plan.
C. Indirect costs exceeding the ten percent (10%) maximum may be budgeted as in-kind for purpose of meeting matching requirements in Title III and VII programs only. Subrecipients must receive prior approval and shall retain on file an approved negotiated indirect rate or cost allocation plan from federal awarding agency prior to budgeting the excess indirect costs as in-kind.
VII. Program Income
Program Income means revenue generated by the Subrecipient and/or its Subcontractor from contract-supported activities.
Program Income is:
a. Voluntary contributions received from a participant or responsible party as a result of the service(s).
b. Income from usage or rental fees of real or personal property acquired with funds provided under this Contract.
c. Royalties received on patents and copyrights from contract-supported activities.
d. Proceeds from the sale of items fabricated under a contract agreement.
Program Income must be reported and expended under the same terms and conditions as the program funds from which it is generated.
Program Income must be used to pay for current allowable costs of the program in the same fiscal year that the income was earned.
DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE County of Orange MA-012-24011465 Page 4 of 4
OC Community Resources City of Fullerton File No. 2521502 Community Services
For Title IIIB, IIIC, IIID, IIIE, VII Ombudsman, and VII-A Elder Abuse Prevention programs, Program Income must be spent before cont ract funds and may reduce the total amount of contract funds payable to the Subrecipient.
Program Income may not be used to meet the matching requirements of this Contract.
Program Income must be used to expand baseline services.
VIII. Allocation Transfers
A. Subrecipient shall submit to OoA a request and justification demonstrating the need to transfer federal or State funds between Title IIIB, C1, and C2 programs in accordance with federal and State regulations and the applicable fiscal year program allocation.
B. Transfer of federal baseline funds is allowable between Titles IIIB and IIIC in accordance with OAA § 308(b)(5)(A) and between Titles IIIC1, and IIIC2 in accordance with OAA § 308(b)(4)(A).
C. Allocation transfers are due to OoA as determined by County/CDA.
DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE
County of Orange MA-012-24011465 Page 1 of 1
OC Community Resources City of Fullerton File No. 2521502 Community Services
ATTACHMENT D
STAFFING PLAN
City of Fullerton
July 1, 2024 – June 30, 2025
I. Community Services
Title FTE*
Parks and Recreation Specialist 0.60
Community Service Leader III 0.50
Community Service Leader I 0.60
TOTAL: 1.70
*1.00 FTE = Full-Time Equivalent
The substitution or addition of other key individuals in any given category or classification shall be allowed only with prior written pre-approval of the County Project Manager.
The County may reserve the right to involve other personnel, as their services are required. The specific individuals will be assigned based on the need and time of the service/class required. Assignment of additional key personnel shall be subject to County approval pursuant to Paragraph 13 of the Contract.
DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE PERFORMANCE STANDARDS Attachment E
AREA PLAN SERVICE UNITS
AGENCY NAME: City of Fullerton
FISCAL YEAR: 2024-2025
PROGRAM NAME(S): Community Services SERVICE AREA:
• Service Area 1 – North
CONTRACT #: MA-012-24011465 DATE: July 1, 2024
PROGRA M
SERVICE
NUMBER OF ANNUAL
SERVICE UNITS
UNDUPLICATED
PERSONS
SERVED
SERVICE
CATEGORY
DESCRIPTION OF SERVICE
UNITS
Community
Services
16,000 # of Hours for Senior
Center Activities
3,000 Non-Registered Senior Center Activities (1 Hour):
Services designed to enable Older
Individuals to attain and/or maintain
physical and mental well-being such as
recreation, music, creative arts, physical
activity, education, leadership
development and other supportive
services not covered under other service
categories. Development and provision
of new volunteer opportunities and
services and creation of additional
services and programs to remedy gaps
and deficiencies in existing services.
Entertainment costs such as tickets to
shows or sporting events, meals,
lodging, rentals, transportation and
gratuities, are not allowed.
11,000 # of Assistances for
Cash/Material Aid
1,000 Non-Registered Cash/ Material Aid (1 Assistance):
Arrange for and provide assistance to
participants in the form of commodities,
surplus food distribution, vouchers, or
direct payment to vendors that will help
meet identified needs associated with
the participant.
County of Orange MA-012-24011465 Page 1 of 1
OC Community Resources City of Fullerton File No. 2521502 Community Service
DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE County of Orange MA-012-24011465 Page 1 of 1
OC Community Resources, OCCS City of Fullerton File No. 2521502 Community Services
ATTACHMENT F
FEDERAL AWARD IDENTIFICATION
1. Federal Award Identification
A. Subrecipient Name: City of Fullerton
B. Subrecipient’s Dun & Bradstreet Number (DUNS): 081814881 C. Subrecipient’s SAM Unique Entity Identifier (UEI): NUF2A22T9PK8 D. Federal Award Identification Number (FAIN): 2401CAOASS-01 E. Federal Award Date: FY 2024-2025
F. Subaward Period of Performance: July 1, 2024, to June 30, 2025 G. Total Amount of Federal Funds Obligated by the Action: $71,082 CFDA FAIN Award
Date
Formula Funds Amount
93.044 2401CAOASS-01 2024 Title III-B $35,541
93.044 2401CAOASS-01 2025 Title III-B $35,541
TOTAL: $71,082
H. Total Amount of Federal Funds Obligated to the Subrecipient: $71,082 I. Total Amount of the Federal Award: $12,537,043
J. Federal Award Project Description: Special Programs for the Aging, Title III, Part B, Grants for Supportive Services and Senior Centers
K. Federal Awarding Agency: U.S. Department of Health and Human Services, Administration for Community Living
L. Name of Pass-Through Entity (PTE): California Department of Aging and County of Orange Office on Aging
M. Contact Information for the Awarding Official: Claudia Harris , Director (714) 480- 6465, [email protected]
N. CFDA Number and Name: #93.044 Special Programs for the Aging, Title III, Part B, Grants for Supportive Services and Senior Centers
O. Whether Award is R&D: No
P. Indirect Cost Rate for the Federal Award: 10%
DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE Exhibit 1
DRUG
FREE WORKPLACE CERTIFICATION
Company/Organization Name
The C
ontractor or grant recipient named above hereby certifies compliance with Government Code 8355 in matters relating to providing a drug-free workplace. The above-named Contractor will:
1. P
ublish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited in the person’s or organization’s workplace and specifying the actions to be taken against employees for violations of the prohibitions, as required by Government Code Section 8355(a).
2. E
stablish a Drug Free Awareness Program as required by Government Code Section 8355(b), to inform employees about all of the following:
A. Th
e dangers of drug abuse in the workplace,
B. The person’s or organization’s policy of maintaining a drug-free workplace, C. Any available drug counseling, rehabilitation and employee assistance programs, and
D. Penalties that may be imposed upon employees for drug abuse violations
3. P
rovide as required by Government code Section 8355I that every employee who works on the proposed contract or grant
A. W
ill receive a copy of the company’s drug- free policy st atement described in paragraph (1) above, and
B. Will agree to abide by the terms of the company’s statement as a condition of employment in the contract or grant.
CE
RTIFICATION
I, the official named below, hereby swear that I am duly authorized legally to bind the contractor or grant recipient to the above described certification.
Official’s Name
Orange
Date Executed Executed in the County of Orange
Contractor or Grantee Recipient Signature and Title
DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE 6/27/2024
City Manager
City of Fullerton
Eric Levitt
Exhibit 2
CE
RTIFICATION REGARDING
DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION
LOWER TIER COVERED TRANSACTIONS
Thi
s certification is required by the regulations implementing Executive Order 12549, Debarment and suspension, 29 CFR Part 98.510, Participants’ responsibilities. The regulations were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211) (
BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION) (
1) The contractor or grant recipient of Federal assistance funds certifies, by submission of this exhibit document, that neither it nor its principals are presently debarred, suspended, proposed for d ebarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.
(
2) Where the contractor or grant recipient of Federal assistance funds is unable to certify to any of the statements in this certification, the contractor or grant recipient shall attach an explanation to this exhibit document.
Name
Title
Authorized Signature Date
DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE City Manager
Eric Levitt
6/27/2024
Exhibit 2
DE
BARMENT AND SUSPENSION CERTIFICATION - Instructions for Certification
1. B
y signing and submitting this exhibit document, the contractor or grant reci pient of Federal assistance funds is providing the certification as set out below.
2. The c
ertification in the clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined tha t the contractor or grant recipient of Federal assistance funds knowingly rendered an erroneous certification in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment.
3. The c
ontractor recipient of Federal assistance funds shall provide immediate written notice to the County of Orange/Workforce Investment Board to which this certification document is submitted if at any time the contractor or gran t recipient of Federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.
4. The c
ontractor or grant recipient of Federal assistance funds agrees by submitting this certification document that, should the covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this c overed transaction, unless authorized by the DOL.
5. The
contractor or grant recipient of Federal assistance funds further agrees by submitting this certification document that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.
6. The
contractor or grant recipient in a covered transaction m ay rely upon a certification of a contractor or grant recipient in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is err oneous. The contractor or grant recipient may decide the method and frequency by which it determines the eligibility of its principals.
7. N
othing contained in the foregoing shall be construed to require establishment of a system of records in order to render in g ood faith the certification required by this clause. The knowl edge and i
nformation of the contractor or grant recipient is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
8. E
xcept for transactions authorized under paragraph 5 of these instructions, if the contractor or grant recipient in a covered transaction knowingly enters into a lower tier covered transacti on w
ith a person who is suspended, debarred, ineligible, or volun tarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and/or debarment.
DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE Exhibit 3
CERTIFICATION REGARDING LOBBYING
CERTIFICATION FOR CONTRACTS, GRANTS, LOANS,
AND COOPERATIVE AGREEMENTS
The under
signed certifies, to the best of his or her knowledge and belief, that:
(
1) N
o Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a member of Congress, an officer or employee of Congress, or an employee of a Member of Congress i n c
onnection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (
2) I
f any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, ”Disclosure Form to Report Lobbying," in accordance with its instructions. (
3) The
undersigned shall require that the language of this certification be included in the award documents for all* subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans, and c
ooperative agreements) and that all* subrecipients shall certify and disclose accordingly.
Thi
s certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file t
he required certification shall be subject to a civil penalty of not less than $10, 000 and not more than $100,
000 for each such failure.
Grantee/Contractor Organization
Name
Title
Authorized Signature
*
Note: In these instances, "All," in the Final Rule is expected to be clarified to show that it applies to covered contract/grant transactions over $100,000 (per OMB).
DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE Eric Levitt
City Manager
City of Fullerton
Exhibit 4
INSTRUCTIONS FOR COMPLETION OF
SF-LLL DISCLOSURE OF LOBBYING ACTIVITIES
This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress. or an employee of a Member of Congress in connection with a covered Federal action.
Use the SF LLL- A Continuation sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information.
1. Identify the type of covered Federal action for which lobbying is and has been secured to influence the outcome of a covered action.
2. I
dentify the status of the covered Federal action.
3. I
dentify the appropriate classification of this report. If this is a follow up report caused by a material change to the i nformation previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action.
4. Enter the full name, address, city, state and zip code of the reporting entity. Include congressional district. if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be a prime or subaward recipient.
Identify the tier of the subawardee, e. g. the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts. subgrants and contract awards under grants.
5. I
f the organization filing the report, in item 4 checks "Subawardee", then enter the full name, address, city, state, and zip code of the prime Federal recipient. Include congressional district, if known.
6. E
nter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard.
7. E
nter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments.
8. E
nter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e. g. Request for Proposal (RFP) number; Invitation for Bid (IFB) number; grant announcement number the contract, grant. or loan award number; the application proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP DE 90 09."
9. F
or a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of t he award/loan commitment for the primary entity identified in item 4 or 5.
10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 t o influence the covered Federal action.
(b) E
nter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle Initial (MI).
11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10).
Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report enter he cumulative amount of payment made or planned to be made.
12. Check the appropriate box(es). Check all boxes that apply. If payment is made through an in kind contribution, specify the nature and value of the in kind payment.
13. Check the appropriate box(es). Check all boxes that apply. If other, specify nature.
14. Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) of any services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted and the officer(s), employee(s), or Member(s) of Congress that were contacted.
15. Check whether or not a SF LLL A Continuation Sheet(s) is attached.
16. The certifying official shall sign and date the form, print his/her name, title, and telephone number.
P
ublic reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions. searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget. Paperwork Reduction Project (0348 0046) Washington D.C., 20503.
DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE Exhibit 4
DISCLOSURE OF LOBBYING ACTIVITIES
Complete this form to disclose activities pursuant to 31 U.S.C 1352
1. Type of Federal Actions:
a. contract
b. grant
c. cooperative agreement
d. loan
e. loan guarantee
f. loan insurance
2. Status of Federal Actions:
a. bid/offer/application
b. initial award
c. post-award
3. Report Type:
a. initial filing
b. material change
For material change only:
Year: Quarter:
Date of last report:
4. Name and Address of Reporting Entity
Prime Subawardee
Tier if known
Congressional District, if known:
5. If Reporting Entity in No. 4 is a Subawardee:
Enter Name and Address of Prime:
Congressional District, if known:
6. Federal Department / Agency: 7. Federal Program Name/Description
8. Federal Action Number, if known:
9. Award Amount, if known:
$
10a. Name and Address of Lobbying Entity
(if individual, last name, first name, MI):
(attach Continuation Sheets SF-LLL-A, if necessary)
10b. Individual Performing Services
(including address if different from No. 10a)
(last name, first name, MI):
11. Amount of Payment (check all that apply):
$ Actual
Planned
13. Type of Payment (check all that apply)
a. retainer
b. one-time free
c. commission
d. contingent fee
e. deferred
f. other specify:
12. Form of Payment (check all that apply):
a. cash
b. in-kind: specify:
nature:
value:
14. Enter Description of Services performed or to be Performed and date(s) of Service, including officer(s), employee(s), or Member(s) contacted, for Payment indicated on item 11:
15. Continuation sheet(s) SF-LLL-A attached: Yes No
16. Information requested through this form authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to the Congress semiannually and will be available for public inspection. An person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
Signature:
Print Name:
Title:
Telephone No:
Date:
DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE 714-738-6310
6/27/2024
Applicable
City Manager
Eric Levitt
Exhibit 4
DISCLOSURE OF LOBBYING ACTIVITIES
CONTINUATION SHEET
Approved by OMS - 0348-0046
Reporting Entity:
Pa ge of
BILLING CODES 3410-01 -C; 6450-01-C; 6890-01 ;6025-01-C; 7510-01-C , 35 1 0-FE-C; 8120-01 -C; 4710-24-C, 6116-01 -C, DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE Reimbursement Policy Status (RPS-1)
Rei
mbursement Policy Status Form
Per OC Community Resources Contract Reimbursement Policy, in regards to the Contract # listed herein, Contractor is designated with the Documentation Status of Abbreviated unless Comprehensive is checked below. If the contractor’s designation should change to Abbreviated, a new status form shall be approved. All related doc umentation requirements are in full force, until further notice.
Contractor: City of Fullerton
Effective Date: July 1, 2024
Contract #: MA-01 2-24011465
Documentation Status: ☒ Abbreviated ☐ Comprehensive
************************************************************************************************************ *
Program Authorization by: Auditor Controller Authorization by:
Print Name Print Name
Si
gned by: Signed by:
Date: Date:
Two signatures are required to implement the form.
Di
stribution:
Contractor
Auditor Controller
Contract File
Program File
DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE 6/27/2024
Eric TakanishiRita Gore
6/27/2024
EXHIBIT 5
Subject: OC Community Resources
Contract Reimbursement Policy
Effective: July 1, 2010
Revised: January 17, 2020
PURPOSE:
This policy contains updated fiscal documentation requirements for contract reimbursement for OC Community Services and OC Housing & Community Development. The procedures provide instructions for submitting reimbursement demand letter or invoice.
RE
FERENCES:
Executed County Board of Supervisors approved contract
Budget included in contract or presented as an attachment 48 CFR Part 31 Contract Cost Principles and Procedures
24 CFR Parts 85, 570.502, 570.201, 576.21, 576.51 and 576.61: For OC Housing & Community Development Contracts only.
2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance)
BA
CKGROUND:
The executed Board of Supervisors approved contract is the authorization for all aspects of payment, including the maximum amount to be paid, the payee, and the scope of services and work. Payments are made in strict accordance with the contract terms. Allowable costs are identified in referenced Uniform Guidance and Code of Federal Regulations (CFR).
AT
TACHMENTS:
Reimbursement Policy Status Form (RPS-1)
P
OLICY:
Contractor is responsible for the submission of accurate claims. This reimbursement policy is intended to ensure that the Contractor is reimbursed based on the code or codes that correctly describe the services provided. This information is intended to serve only as a general reference resource regarding OC C ommunity Services’ and OC Housing & Community Development ’s reimbursement policy for the services described and is not intended to address every aspect of a reimbursement situation. Accordingly, OC Community Services and OC Housing & Community Development may use reasonable discretion in interpreting and applying this policy to servi ces provided in a particular case. Other factors affecting reimbursement may supplement, modify or, in some cases, supersede this policy. These factors may include, but are not limited to: legislative mandates and County directives. OC Community Services and OC Housing & Community Development may modify this reimbursement policy at any time by publishing a new version of the policy. However, the information presented in this policy is accurate and current as of the date of publication.
Co
st incurred by Contractor must be substantiated and incurred during the contract period.
Total of all reimbursements cannot exceed the amount of the contract. Cost must be allowable under applicable Code of Federal Regulations ( CFR) or Uniform Guidance. All supporting documentation for reimbursement must be submitted with demand letter or invoice. If contract DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE requires matching contribution, documentation substantiating contribution match must be submitted with demand letter or invoice.
A
t any time, based on County’s business needs and/or Contractor’s performance, the County may designate Contractor to submit abbreviated or comprehensive documentation, as identified in the respective sections. Upon designation, Contractor will be notified, in writing via Reimbursement Policy Status Form, of which requirements are in full force. When Contractor is required to submit comprehensive documentation, in addition to the items identified in the Abbreviated Documentation Requirements Section, Contractor must also provide the documentation identified in the Comprehensive Documentation Requirements Section.
PROCEDURES:
Abbreviated Documentation Requirements
Compile and submit:
1. Supporting documentation includes, but is not limited to:
a. General ledger/expense transaction report
b. Payroll register or labor distribution report
c. Payroll allocation plan
d. Personnel Documentation
e. Benefit plan and calculation of benefit
f. Employer-employee contract for non-customary benefits (if applicable) g. Pre-approval documentation for equipment purchases equal to or greater than $5,000
2. The following is required with the first month’s invoice only:
a. Cost allocation plan for rent, utilities, etc.
b. Indirect rate approved by cognizant agency (if applicable)
3. Summary of leveraged resources (if applicable)
4. Demand letters must contain the following certification (if required by Contract):
“By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31 Sections 3729-3730 and 3801-3812)”
5. Grantee Performance Report (if required by Contract)
6. Supporting documentation shall be on single-sided sheets
7. Please redact employees’ Social Security Number from payroll reports
8. Demand letter or invoice, along with supporting documentation shall be submitted to:
OC Community Resources Accounting
601 N. Ross St., 6
th Floor
Santa Ana, CA 92701
C
omprehensive Documentation Requirements
In addition to abbreviated documentation, compile and submit:
9. Purchase orders, invoices, and receipts
10. Cashed checks
11. Check register
12. Consultant/sub-contractor invoices (with description of services)
13. Travel expense documentation: mileage reimbursement, hotel bill, meal reimbursement A
CTION:
Distribute this policy to all appropriate staff
IN
QUIRIES: Inquiries may be directed to OCCR Accounts Payable at :
[email protected]
DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE EXHIBIT 6
FO CAL POINTS
FY 2023-24
Designated Community Focal Points Address
Service Area 1
Anaheim Senior Citizen Center 250 E. Center
Anaheim, CA 92805
Brookhurst Community Center 2271 W. Crescent Ave
Anaheim, CA 92801
Anaheim Independencia Senior Center 10841 Garza
Anaheim, CA 92804
Brea Senior Center 500 S. Sievers Avenue
Brea, CA 92821
Fullerton Senior & Community Center 340 W. Commonwealth Fullerton, CA 92832
La Habra Community Center 101 West La Habra Blvd
La Habra, CA 90631
Placentia Senior Center 143 S. Bradford Avenue
Placentia, CA 92870
Yorba Linda Senior Center 4501 Casa Loma
Yorba Linda, CA 92886
Service Area 2
Buena Park Senior Activity Center 8150 Knott Avenue
Buena Park, CA 90620
Cypress Senior Citizen Center 9031 Grindlay
Cypress, CA 90603
H. Louis Lake Senior Center 11300 Stanford Avenue
Garden Grove, CA 92840
Korean American Seniors Assn. of OC 9884 Garden Grove Blvd Garden Grove, CA 92844
La Palma Senior Club 7821 Walker St
La Palma, CA 90623
Los Alamitos Recreation & Community Services 10911 Oak St.
Los Alamitos, CA 90720
Abrazar at Midway City Community Center 14900 Park Lane Midway City, CA 92655
DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE EXHIBIT 6
North Seal Beach Community Center 3333 St. Cloud Drive
Seal Beach, CA 90740
Seal Beach Senior Center 707 Electric Ave.
Seal Beach, CA 90740
Stanton Senior Center 7800 Katella Ave.
Stanton, CA 90680
Abrazar 7101 Wyoming
Westminster, CA 92683
Westminster Senior Center 8200 Westminster Blvd.
Westminster, CA 92683
Service Area 3
El Modena Family Resource Center 18672 East Center Street Orange, CA 92869
Orange Senior Center 170 South Olive St.
Orange, CA 92866
The Friendly Center 147 W. Rose Ave
Orange, CA 92866
Asian American Senior Citizens Service Center 850 N. Birch St.
Santa Ana, CA 92701
Santa Ana Senior Center 424 W. Third St.
Santa Ana, CA 92701
Southland Integrated Services 1618 W. 1st. St.
Santa Ana, CA 92703
Southwest Senior Center 2201 W. McFadden Ave.
Santa Ana, CA 92704
Tustin Area Senior Center 200 S. “C” St.
Tustin, CA 92780
Service Area 4
Costa Mesa Senior Center 695 West 19th Street
Costa Mesa, CA 92627
The Center at Founders Village Senior &
Community Center 17967 Bushard Street
Fountain Valley, CA 92708
Southern California Indian Center, Inc. 10175 Slater Ave. #150 Fountain Valley, CA 92708
DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE EXHIBIT 6
Senior Center in Central Park 18041 Goldenwest Street
Huntington Beach, CA 92648
Oasis Senior Center 801 Narcissus Avenue
Newport Beach, CA 92625
Service Area 5
Jewish Federation & Family Services 1 Federation Way
Irvine, CA 92603
Lakeview Senior Center 20 Lake Road
Irvine, CA 92604
Rancho Senior Center 3 Ethel Coplen Way
Irvine, CA 92612
Trabuco Center 5701 Trabuco Road
Irvine, CA 92620
Lake Forest Clubhouse for Seniors 100 Civic Center Dr.
Lake Forest, CA 92630
Norman P. Murray Senior Center 24932 Veterans Way
Mission Viejo, CA 92692
Bell Tower Regional Community Center 22232 El Paseo
Rancho Santa Margarita, CA 92688
Service Area 6
Aliso Viejo Recreation & Community Services 100 Park Ave Aliso Viejo, CA 92656
Dana Point Senior Center 34052 Del Obispo
Dana Point, CA 92629
Laguna Beach Community & Susi Q Senior Center 380 Third Street Laguna Beach, CA 92651
Florence Sylvester Memorial Senior Center 23721 Moulton Parkway Laguna Hills, CA 92653
Sea Country Senior & Community Center 24602 Aliso Creek Road Laguna Niguel, CA 92677
Dorothy Visser Senior Center 117 Avenida Victoria
San Clemente, CA 92672
San Juan Capistrano Community Services 25925 Camino Del Avion San Juan Capistrano, CA 92675
DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE
STATE OF CALIFORNIA
CALIFORNIA DEPARTMENT OF AGING
CALIFORNIA CIVIL RIGHTS LAWS CERTIFICATION
CDA 9026 (NEW 04/2018)
Pursuant to Public Contract Code section 2010, a person that submits a bid or proposal to, or otherwise proposes to enter into or renew a contract with, a state agency with respect to any contract in the amount of $100,000 or above shall certify, under penalty of perjury, at the time the bid or proposal is submitted or the contract is renewed, all of the following:
1. CALIFORNIA CIVIL RIGHTS LAWS: For contracts executed or renewed after January 1, 2017, the contractor certifies compliance with the Unruh Civil Rights Act (Section 51 of the Civil Code) and the Fair Employment and Housing Act (Section 12960 of the Government Code); and
2. EMPLOYER DISCRIMINATORY POLICIES: For contracts executed or renewed after January 1, 2017, if a Contractor has an internal policy against a sovereign nation or peoples recognized by the United States government, the Contractor certifies that such policies are not used in violation of the Unruh Civil Rights Act (Section 51 of the Civil Code) or the Fair Employment and Housing Act (Section 12960 of the Government Code).
CERTIFICATION
I, the official named below, certify under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Contractor Name (Printed): Federal ID Number:
By (Authorized Signature):
Printed Name and Title of Person Signing:
Date Executed: Executed in the County and State of:
Indicate all California Department of Aging contracts your organization participates in:
Area Pl an (AP) Financial Alignment (FA)
HICAP ( HI) MIPPA (MI)
MSSP (MS) SN AP-Ed (SP)
Title V (TV)
Exihibt 7
Orange County, California
DocuSign Envelope ID: 4601F06E-CACF-499F-8026-862D5C94C5CE
Eric Levitt
95-6000711
6/27/2024
City ManagerEric Levitt