Glendale City Council
October 6, 2026

assistance in connection with an election or any
voter registration activity.

5.7.4.3 Subaward Sums may not be used for matching
funds for any Federal, State, County or
local grants/cooperative agreements, lobbying or
intervention in Federal regulatory or adjudicatory
proceedings.

5.7.4.4 Subaward Sums may not be used to sue the
Federal government or any other government
entity.

5.7.4.5 Pre-award costs are not an allowable use for
Subaward Sums.

5.7.4.6 Subrecipient and its Lower Tier Subrecipient(s) 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".

5.8 OTHER SUBAWARDS

5.8.1 Subrecipient shall immediately notify County's Contract Manager in writing of any contracts between Subrecipient and other public or private organizations which directly impact activities funded under this Subaward. A copy of any such contracts shall be kept on file at Subrecipient's offices and shall be provided to County upon request. Subrecipient shall also immediately notify County's Contract Manager in writing of any default, termination, or finding of withheld payments under such contracts between Subrecipient and other public or private organizations which directly impact activities funded under this Subaward.

5.8.2 Subrecipient warrants that no other funding source will be billed for Services that are provided to and paid for by County under this Subaward.

5.9 JOINT FUNDING REVENUES

5.9.1 Funds made available under this Subaward shall supplement and not supplant any other Federal, State or local funds expended by Subrecipient to provide Program Services.

Subrecipient certifies that it has applied, or expects to apply, to offset in whole or in part, any of the costs incurred by Subrecipient in conducting current or prospective projects or business activities, including, but not necessarily limited to, the project or business activity which is the subject of this Subaward. To this end, Subrecipient shall complete Exhibit R (Joint Funding Revenue Disclosure) prior to the commencement of this Subaward (and annually thereafter). Subrecipient shall submit the completed Exhibit R (Joint Funding Revenue
Disclosure) to County's Contract Manager in the time and manner as designated by County.

5.10 FEDERAL AWARD INFORMATION

5.10.1 Subaward Sums, either in whole or in part, are identified as Federal monies. The Federal portion(s) of the Subaward Sums is (are) identified by several key pieces of information including, DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 144 of 1182
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but no limited to, the following: Federal Award Identification Number (FAIN), Catalog of Federal Domestic Assistance (CFDA) Program Number(s) (which identifies and describes the Federal assistance that is available to various entities) and a Federal Grantor office (which provides oversight and administration for these Federal monies). When Subrecipient and its Lower Tier Subrecipient(s), if any, are being audited by an independent auditor, Subrecipient shall provide the information identified in this Subparagraph 5.10 to the independent auditor. The
information outlined herein is only provided for the Federal portion(s) of the Subaward Sums. In the event that the
information is not listed herein for all of the monies included in the Subaward Sums then the excluded amounts are not Federal monies and therefore the information is not applicable to them.

5.10.2 Subrecipient Name: City of Glendale

5.10.3 Subrecipient's DUNS Number: 074118456

5.10.4 Federal Award Identification Number (FAIN): 2001CAOASS-00; 2001CAOACM-00; 2001CAOAHD-00

5.10.5 Federal Award Date: July 1, 2020

5.10.6 Subaward Period of Performance Start and End Date: July 1, 2020 - June 30, 2021

5.10.7 Amount of Federal Funds Obligated by this Action: $291,000

5.10.8 Total Amount of Federal Funds Obligated to Subrecipient (Subaward Sum Year 1): $291,000

5.10.9 Total Amount of Federal Award (Maximum Subaward Sum):
$291,000

5.10.10 Federal Award Project Description: Federal Title III B (3BSL); Federal Title III C1 (3C1L); NSIP C1 (NC1L); Federal Title III C2 (3C2L); and, NSIP C2 (NC2L).

5.10.11 Name of Federal Award Agency, Pass-Through Entity(ies), and Contact Information for Awarding Official: United States Department of Health and Human Services, Administration for Community Living; California Department of Aging; and, County.

Refer to Exhibit E (County's Administration) for County contact information

5.10.12 CFDA Number and Name: 93.044 - Special Programs for the Aging Title III Part B (Grants for Supportive Services and Senior Centers); 93.045 - Special Programs for the Aging Title III Part C (Nutrition Services); 93.053 - Nutrition Services Incentive Program.

5.10.13 Identification of whether the award is research and development (R&D): Award is not R&D.

5.10.14 Indirect Cost Rate for Federal Award: Not to exceed 10% unless there is an accepted negotiated rate accepted by all Federal awarding agencies.

5.11 SUBRECIPIENT INDIRECT COSTS
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5.11.1 The maximum amount of indirect costs that is reimbursable under this Subaward is ten percent (10%) of Subrecipient's modified total direct costs for Title III C-1 Program Services and ten percent (10%) of Subrecipient's modified total direct costs for Title III C-2 Program Services (direct costs including Subaward Sums and other cash contributions but excluding any in-kind contributions and nonexpendable equipment).

5.11.2 Subrecipient shall ensure that it has an approved indirect cost rate accepted by all Federal awarding agencies or an allocation plan approved by County, which documents the methodology used to determine the indirect costs, prior to reporting any indirect costs on Budget exhibit(s) and/or requesting
reimbursement for such costs. Subrecipient shall maintain documentation of its approved indirect cost rate/allocation plan in accordance with the requirements noted under Subparagraph

8.38 (Record Retention, Inspection and Audit Settlement).

5.11.3 Subrecipient shall not charge indirect costs exceeding the ten percent (10%) maximum to this Subaward. Indirect costs in excess of the ten percent (10%) maximum may be budgeted as match in-kind for purposes of meeting matching requirements.

Subrecipient must receive an approved indirect cost rate accepted by all Federal awarding agencies prior to budgeting the excess indirect costs as match in-kind.

5.11.4 For major institutes of higher education and major nonprofit organizations, indirect costs must be classified within two (2) broad categories: Facilities and Administration. "Facilities" is defined as depreciation on buildings, equipment and capital improvement, interest on debt associated with certain buildings, equipment and capital improvements, and operations and
maintenance expenses. "Administration" is defined as general administration and general expenses such as the director's office, accounting, personnel, and all other types of expenditures not listed specifically under one of the subcategories of "Facilities" (including cross allocations from other pools, where applicable) [Title 2 Code of Federal Regulations Part 200.414(a)] [Title 45 Code of Federal Regulations Part 75.414(a)].

5.11.5 The requirements for indirect costs are further outlined in Exhibit Q (Accounting, Administration and Reporting Requirements) and WDACS directive CCD-18-01 (Cost Allocation and Indirect Cost Requirements for WDACS Subawards) which is available on-line at
https://wdacs.lacounty.gov/doing-business-with-wdacs/programdirectives/.

5.12 MATCH CONTRIBUTION

5.12.1 Subrecipient shall provide a required match contribution to offset the total cost of providing Program Services for the Fiscal Year.

Subrecipient's match contribution shall be reflected in Budget exhibit(s). The match contribution is the non-Federal share of funding provided by Subrecipient to support the Subaward activities and it may take the form of a cash match contribution and/or an in-kind match contribution. This match is calculated as a percentage of the Subaward Sum allocated for any Fiscal Year under this Subaward as reflected in Paragraph 5.0 (Subaward Sum).

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5.12.2 The required match contribution for OAA Title III C-1 is twelve percent (12%) of the Subaward Sum allocated for any Fiscal Year under this Subaward. County may in its sole discretion adjust this percentage as necessary.

5.12.3 The required match contribution for OAA Title III C-2 is twelve percent (12%) of the Subaward Sum allocated for any Fiscal Year under this Subaward. County may in its sole discretion adjust this percentage as necessary.

5.12.4 The required match contribution for OAA Title III B is twelve percent (12%) of the Subaward Sum allocated for any Fiscal Year under this Subaward. County may in its sole discretion adjust this percentage as necessary.

5.12.5 Forms of Match Contributions

5.12.5.1 Match Cash Contribution

5.12.5.1.1 A match cash contribution is a
monetary donation which is provided
by Subrecipient (such as general
funds), non-Federal third-parties (such
as partner organizations) and/or
non-Federal grants and is given to
Subrecipient to accomplish the goals
of the Program Services.

5.12.5.2 Match In-Kind Contribution

5.12.5.2.1 A match in-kind contribution is a
non-monetary donation of goods,
properties or services which are
provided by either Subrecipient or
non-Federal entities without charge to
the Program Services for which they
are donated; it is the value of non-cash
contributions donated to support
Program Services. In-kind
contributions typically take the form of
the value of personnel, goods and/or
services which may include donations
of volunteer services, space,
equipment, etc. and this value is
determined by using the fair market
value method. Using sales of
comparable property or the cost of
comparable services is a method
which can be used to determine the
fair market value of an in-kind match
contribution.

5.12.5.3 Determination of In-Kind Volunteer Services

5.12.5.3.1 Volunteer services may be used to
meet the match contribution
requirement and shall be reported as
match in-kind. However, when using
volunteer services to meet the match
contribution requirement, this in-kind
match shall not exceed more than fifty
percent (50%) of the required match
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contribution.

5.12.5.3.2 The monthly salary equivalent for
volunteer services should be
commensurate with the work/services
being provided by volunteer. As such,
the salary equivalent for volunteer
services shall be determined by using
the regular salaries paid for similar
work in other activities of
Subrecipient's organization. In cases
where the kinds of skills involved are
not found in other activities of the
organization then the salary equivalent
shall be determined by using the
salaries paid for similar work in the
labor market in which Subrecipient
competes for such skills.

5.13 DEFAULT METHOD OF PAYMENT: DIRECT DEPOSIT OR ELECTRONIC

FUNDS TRANSFER

5.13.1 County, at its sole discretion, has determined that the most efficient and secure default form of payment for goods and/or services provided under an agreement/ Subaward (that is, "Contract") with County shall be Electronic Funds Transfer ("EFT") or direct deposit, unless an alternative method of payment is deemed appropriate by the Auditor-Controller ("A-C").

5.13.2 Subrecipient (that is, "Contractor") shall submit a direct deposit authorization request via the website
https://directdeposit.lacounty.gov with banking and Contractor information, and any other information that the A-C determines is reasonably necessary to process the payment and comply with all accounting, record keeping, and tax reporting requirements.

5.13.3 Any provision of law, grant, or funding agreement requiring a specific form or method of payment other than EFT or direct deposit shall supersede this requirement with respect to those payments.

5.13.4 At any time during the duration of the agreement/Contract, Contractor may submit a written request for an exemption to this requirement. Such request must be based on specific legal, business or operational needs and explain why the payment method designated by the A-C is not feasible and an alternative is necessary. The A-C, in consultation with County, shall decide whether to approve exemption requests.

6.0 ADMINISTRATION OF SUBAWARD - COUNTY

6.1 COUNTY ADMINISTRATION

6.1.1 A listing of all County Administration referenced in the following Subparagraphs is provided in Exhibit E (County's
Administration). County will notify Subrecipient in writing of any change in the names or addresses shown. Said changes do not require an amendment to this Subaward.

6.2 COUNTY'S CONTRACT MANAGER
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6.2.1 The role of County's Contract Manager or his/her designee may include:

6.2.1.1 Coordinating with Subrecipient and ensuring
Subrecipient's performance of the Subaward.

However, in no event shall Subrecipient's obligation
to fully satisfy all of the requirements of this
Subaward be relieved, excused or limited thereby.

6.2.1.2 Upon request of Subrecipient, providing direction to Subrecipient, as appropriate in areas relating to
County policy, information requirements, and
procedural requirements. However, in no event
shall Subrecipient's obligation to fully satisfy all of the requirements of this Subaward be relieved,
excused or limited thereby.

6.2.1.3 Making revisions which do not materially affect the terms and conditions of this Subaward in
accordance with Subparagraph 9.9 (Modifications).

6.2.1.4 Acting on behalf of County with respect to approval of Lower Tier Subawards and Lower Tier
Subrecipient employees working on this Subaward.

6.3 COUNTY'S PROGRAM MANAGER

6.3.1 The role of County's Program Manager or his/her designee may include:

6.3.1.1 Meeting with Subrecipient's Project Manager on a regular basis.

6.3.1.2 Inspecting any and all tasks, deliverables, goods, Services, or other work provided by or on behalf of
Subrecipient. However, in no event shall
Subrecipient's obligation to fully satisfy all of the
requirements of this Subaward be relieved,
excused or limited thereby.

6.3.2 County's Program Manager is not authorized to make any changes in any of the terms and conditions of this Subaward and is not authorized to further obligate County in any respect whatsoever.

6.4 COUNTY'S COMPLIANCE MANAGER

6.4.1 The role of County's Compliance Manager or his/her designee may include:

6.4.1.1 Verifying Subrecipient's compliance with the
requirements of this Subaward.

6.4.1.2 Overseeing and monitoring the delivery of
Services. However, in no event shall Subrecipient's
obligation to fully satisfy all of the requirements of
this Subaward be relieved, excused or limited
thereby.

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6.4.1.3 Ensuring that the objectives of this Subaward are met.

6.5 COUNTY'S BUSINESS HOURS

6.5.1 County's business hours are 8:00 a.m. to 5:00 p.m., Monday through Friday (excluding County recognized holidays).

6.5.2 County recognizes specific holidays during which time its offices shall be closed for business. A listing of these holidays are provided in Exhibit A (Statement of Work), Attachment 2 (County Recognized Holidays).

7.0 ADMINISTRATION OF SUBAWARD - SUBRECIPIENT

7.1 SUBRECIPIENT ADMINISTRATION

7.1.1 A listing of all of Subrecipient's administration referenced in the following Subparagraphs is provided in Exhibit F (Subrecipient's Administration). Subrecipient will notify County's Contract Manager in writing of any change in the names or addresses shown. Said changes do not require an amendment to this Subaward.

7.2 SUBRECIPIENT'S PROJECT MANAGER

7.2.1 Subrecipient's Project Manager is designated in Exhibit F (Subrecipient's Administration). Subrecipient shall notify County's Contract Manager in writing of any change in the name or address of Subrecipient's Project Manager immediately upon occurrence of the change but no later than five (5) business days after the change is effective.

7.2.2 Subrecipient's Project Manager shall be responsible for Subrecipient's day-to-day activities as related to this Subaward and shall meet and coordinate with County's Contract Manager, County's Program Manager and County's Compliance Manager on a regular basis.

7.2.3 Subrecipient's Project Manager must have the qualifications and experience identified in Exhibit A (Statement of Work).

7.3 APPROVAL OF SUBRECIPIENT'S STAFF

7.3.1 County has the absolute right to approve or disapprove all of Subrecipient's staff performing Work hereunder and any
proposed changes in Subrecipient's staff, including, but not limited to, Subrecipient's Project Manager. Subrecipient shall provide County's Program Manager with a resume of each
proposed substitute and an opportunity to interview such person prior to any staff substitution.

7.4 SUBRECIPIENT'S STAFF IDENTIFICATION

7.4.1 Subrecipient shall provide, at Subrecipient's expense, all staff/employees providing Services under this Subaward with a photo identification badge ("badge"). The badge shall be developed in accordance with County's specifications.

Subrecipient shall obtain approval for the format and content of the badge from County's Program Manager prior to Subrecipient creating, issuing, or implementing use of the badge.

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7.4.2 Subrecipient's staff, while on duty or when entering County facilities or grounds, shall prominently display the badge on the upper part of the body. Subrecipient's staff may be asked by a County representative to leave a County facility if Subrecipient's staff does not have the photo identification badge on his/her person and Subrecipient's staff must immediately comply with such request.

7.4.3 Subrecipient shall notify County's Contract Manager within five (5) days when staff is terminated from working under this Subaward. Subrecipient shall retrieve and immediately destroy the employee's badge upon the employee's termination of employment with Subrecipient.

7.4.4 If County requests the removal of Subrecipient's staff, Subrecipient shall retrieve and immediately destroy an
employee's badge at the time the employee is removed from working on this Subaward.

7.5 BACKGROUND AND SECURITY INVESTIGATIONS

7.5.1 Each of Subrecipient's or Lower Tier Subrecipient's, as applicable, staff/employees providing Services under this Subaward who is in a designated sensitive position, as
determined by County in County's sole discretion, shall undergo and pass a background investigation to the satisfaction of County as a condition of beginning and continuing to provide Services under this Subaward. This background investigation shall be conducted on an annual basis throughout the entire term of this Subaward. Such background investigation must be obtained through fingerprints submitted to the California Department of Justice to include State, local, and Federal-level review, which may include, but shall not be limited to, criminal conviction information. The fees associated with the background investigation shall be at the expense of Subrecipient, regardless of whether the member of Subrecipient's staff passes or fails the background investigation. For purposes of this Subaward, a sensitive position is one in which the duties pose a potential threat or risk to Client when performed by persons who have a criminal history incompatible with those duties, whether those persons are employees of Subrecipient or other individuals who provide Services on behalf of Subrecipient pursuant to this Subaward. For Work performed under this Subaward, sensitive positions include (but is not limited to) the following:

7.5.1.1 Positions that involve the care, oversight, or
protection of persons through direct contact with
such persons (e.g., social worker, case manager,
etc.).

7.5.1.2 Positions having direct or indirect access to funds or negotiable instruments (e.g., finance manager,
accountant, bookkeeper, etc.).

7.5.1.3 Positions that require State and/or professional licensing (e.g., Certified Public Accountant, etc.).

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7.5.1.4 Positions that have access to confidential or
classified information including criminal conviction
information (e.g., human resources manager, etc.).

7.5.1.5 Positions that involve the care, oversight, or
protection of County, public, or private property
(e.g., property custodian, etc.).

7.5.1.6 Positions that require access to Client's
home/residence (e.g., home-delivered meals
drivers, etc.).

7.5.2 If a member of Subrecipient's staff does not pass the background investigation, County may request that the member of Subrecipient's staff be immediately removed from providing Services under this Subaward. Subrecipient shall comply with County's request at any time during the term of this Subaward.

County will not provide to Subrecipient or to Subrecipient's staff any information obtained through County's background
investigation.

7.5.3 County, in its sole discretion, may immediately deny or terminate facility access to any member of Subrecipient's staff who does not pass such investigation to the satisfaction of County or whose background or conduct is incompatible with County facility access.

7.5.4 No member of Subrecipient's staff providing Services under this Subaward shall be on active probation, currently on parole or have been on probation or parole within the last three (3) years.

7.5.5 Subrecipient and its staff, including all current and prospective employees, independent contractors, volunteers or Lower Tier Subrecipients who may come in contact with people in the course of their Work, volunteer activity, or performance of a Lower Tier Subaward, providing Services under this Subaward shall be under a continuing obligation to disclose any prior or subsequent criminal conviction record or any pending criminal trial to County's Program Manager. Subrecipient shall inform its staff, including all current and prospective employees, independent contractors, volunteers or Lower Tier Subrecipients who may come in contact with people in the course of their Work, volunteer activity, or performance of a Lower Tier Subaward, providing Services under this Subaward of said obligation. Subrecipient shall maintain records of criminal convictions and/or pending criminal trials in the file of each such person.

7.5.6 Subrecipient shall immediately notify County's Program Manager of any arrest and/or subsequent conviction, other than for minor traffic offenses, of any Subrecipient staff, independent contractor, volunteer or Lower Tier Subrecipient who may come in contact with children, elderly individuals or dependent adults while providing Services under this Subaward when such
information becomes known to Subrecipient. Subrecipient shall not engage or continue to engage the services of any person convicted of any crime involving harm to minors, or any crime DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 152 of 1182
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involving conduct inimical to the health, morals, welfare or safety of others, including but not limited to, the offenses specified in the California Health and Safety Code Section 11590 (i.e., offenses requiring registration as a controlled substance offender) and those crimes listed in the California Penal Code which involve murder, rape, kidnap, abduction, assault and lewd and lascivious acts.

7.5.7 Disqualification of any member of Subrecipient's staff pursuant to this Subparagraph 7.5 shall not relieve Subrecipient of its obligation to complete all Work in accordance with the terms and conditions of this Subaward.

7.6 CONFIDENTIALITY

7.6.1 Subrecipient shall maintain the confidentiality of all records and information in accordance with all applicable Federal, State and local laws, rules, regulations, ordinances, directives, guidelines, policies, Program memoranda and procedures relating to
confidentiality, including, without limitation, County policies concerning information technology security and the protection of confidential records and information.

7.6.2 Subrecipient shall indemnify, defend, and hold harmless County, its officers, employees, and agents, from and against any and all claims, demands, damages, liabilities, losses, costs and expenses, including, without limitation, defense costs and legal, accounting and other expert, consulting, or professional fees, arising from, connected with, or related to any failure by Subrecipient, its officers, employees, agents, or Lower Tier Subrecipients, to comply with this Subparagraph 7.6, Exhibit G1 (Subrecipient Acknowledgement and Confidentiality Agreement) and Exhibit N (Business Associate Agreement Under the Health Insurance Portability and Accountability Act of 1996 (HIPAA)), as determined by County in its sole judgment. Any legal defense pursuant to Subrecipient's indemnification obligations under this Subparagraph 7.6 shall be conducted by Subrecipient and performed by counsel selected by Subrecipient and approved by County. Notwithstanding the preceding sentence, County shall have the right to participate in any such defense at its sole cost and expense, except that in the event Subrecipient fails to provide County with a full and adequate defense, as determined by County in its sole judgment, County shall be entitled to retain its own counsel, including, without limitation, County Counsel, and to reimbursement from Subrecipient for all such costs and expenses incurred by County in doing so. Subrecipient shall not have the right to enter into any settlement, agree to any injunction, or make any admission, in each case, on behalf of County without County's prior written approval.

7.6.3 Subrecipient shall inform all of its officers, employees, agents and Lower Tier Subrecipients providing Services hereunder of the confidentiality provisions of this Subaward.

7.6.4 Subrecipient shall sign and also adhere to the provisions of Exhibit G1 (Subrecipient Acknowledgement and Confidentiality Agreement).

7.6.5 Unauthorized Disclosure
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7.6.5.1 Subrecipient and its Lower Tier Subrecipient shall ensure that all confidential, sensitive and/or
personal, identifying information is protected from
inappropriate or unauthorized access or disclosure
in accordance with applicable laws, regulations and
State policies. The requirement to protect
information shall remain in force until superseded
by laws, regulations, or policies.

7.6.5.2 Subrecipient and its Lower Tier Subrecipient shall protect from unauthorized disclosure, confidential,
sensitive and/or personal identifying information
such as names and other identifying information,
concerning Clients receiving Program Services
pursuant to this Subaward, except for statistical
information that does not identify any Client.

7.6.5.3 Subrecipient and its Lower Tier Subrecipient shall not use confidential, sensitive and/or personal
identifying information for any purpose other than
carrying out Subrecipient's obligations under this
Subaward. Personal Identifying information shall
include, but is not limited to the following: name;
identifying number; social security number; State
driver's license or State identification number;
financial account numbers; and symbol or other
identifying characteristic assigned to Client, such as
finger print, voice print or a photograph.

7.6.5.4 Subrecipient and its Lower Tier Subrecipient shall not, except as otherwise specifically authorized or
required by this Subaward or court order, divulge to
any unauthorized person any data or identifying
information obtained while performing Work
pursuant to this Subaward without prior written
authorization from County. Subrecipient shall
forward all requests for the release of any data or
identifying information received to County's
Program Manager. Subrecipient may be
authorized, in writing, by Client to disclose
identifying information specific to the authorizing
Client.

7.6.5.5 Subrecipient and its Lower Tier Subrecipient may allow Client to authorize the release of information
to specific entities, but shall not request or
encourage Client to give a blanket authorization or
sign a blank release, nor shall Subrecipient accept
such blanket authorization from Client.

8.0 STANDARD TERMS AND CONDITIONS

8.1 AMENDMENTS

8.1.1 For any change which materially affects the Scope of Work, Subaward Term, Subaward Sum, payments, or any other term or condition included under this Subaward, an Amendment to this Subaward shall be prepared by County and executed by Authorized Representative and by County's Department Head or his/her designee.

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8.1.2 County's Board of Supervisors, Chief Executive Officer or designee may require the addition and/or change of certain terms and conditions in this Subaward during the term of this Subaward. County reserves the right to add and/or change such provisions as required by County's Board of Supervisors or Chief Executive Officer. To implement such changes, an Amendment to this Subaward shall be prepared by County and executed by Authorized Representative and by County's Department Head or his/her designee.

8.1.3 County's Department Head or his/her designee may, at his/her sole discretion, authorize extensions of time as defined in Paragraph 4.0 (Term of Subaward). Subrecipient agrees that such extensions of time shall not change any other term or condition of this Subaward during the period of such extensions.

To implement an extension of time, an Amendment to this Subaward shall be prepared by County and executed by
Authorized Representative and by County's Department Head or his/her designee.

8.1.4 The following events shall also warrant an Amendment to this Subaward as described in this Subparagraph 8.1:

8.1.4.1 County may initiate a unilateral Amendment to this Subaward at any time when required by Federal,
State or County laws or policies, and shall
immediately notify Subrecipient of said Amendment
and the justification thereto.

8.1.4.2 To the extent that funding for the Program is
eliminated or otherwise reduced, the Program is
terminated or the Program is modified for any
reason (such that funding is reduced or the Scope
of Work is changed), County may in its sole
discretion amend this Subaward accordingly or
move to terminate pursuant to the provisions in
Subparagraph 8.42 (Termination for Convenience)
without further liability for Services yet to be
rendered by Subrecipient.

8.1.5 Change Notice

8.1.5.1 For any change which does not affect the Scope of Work performed under this Subaward, the
Subaward Term or Subaward Sum, and does not
otherwise materially change any other term or
condition under this Subaward, County reserves the
right to initiate such change(s) through a Change
Notice Program memorandum or an administrative
directive which shall all have the same effect as an
Amendment. Such Change Notice shall be a
written document that is prepared by County at its
sole discretion and is signed by County's Contract
Manager or designee. A Change Notice will be
used to communicate changes which do not
warrant an amendment to this Subaward. Such
Change Notice shall be provided to Subrecipient at
least ten (10) days prior to its effective date and
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Subrecipient shall adhere to the requirements as
specified therein. Subrecipient's failure to comply
with the Change Notice(s) may result in County
imposing remedies including suspension of
payment(s), termination of Subaward or other
remedies under this Subaward as determined by
County at its sole discretion.

8.2 ASSIGNMENT AND DELEGATION/MERGERS OR ACQUISITIONS.

8.2.1 Subrecipient (that is, "Contractor") shall notify County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying County of pending acquisitions/mergers, then it should notify County of the actual acquisitions/mergers as soon as the law allows and provide to County the legal framework that restricted it from notifying County prior to the actual acquisitions/mergers.

8.2.2 Contractor shall not assign its rights, delegate its duties under this Subaward (that is, "Contract"), or both, whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this Subparagraph 8.2, County consent shall require a written Amendment to this Contract, which is formally approved and executed by the parties. Any payments by County to any
approved delegatee or assignee on any claim under this
Contract shall be deductible, at County's sole discretion, against the claims, which Contractor may have against County.

8.2.3 Shareholders, partners, members, or other equity holders of Contractor may sell, transfer, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract.

8.2.4 Any assumption, assignment, delegation, or takeover of any of Contractor's duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is,
"Subcontract"), delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's express prior written approval, shall be a material breach of this Contract which may result in the termination of this Contract. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

8.3 AUTHORIZATION WARRANTY

8.3.1 Subrecipient represents and warrants that the person executing this Subaward for Subrecipient is an authorized agent who has DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 156 of 1182
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actual authority to bind Subrecipient to each and every term, condition, and obligation of this Subaward and that all requirements of Subrecipient have been fulfilled to provide such actual authority ("Authorized Representative").

8.3.2 Authorized Representative must be available to County and/or County's duly authorized representatives during the days and times specified in Exhibit A (Statement of Work). In the event that Authorized Representative is not available during these specified days and times, he/she shall ensure that an appropriate designee is identified in writing to County's Contract Manager. Such designee shall have the ability and authority to act as a proxy on behalf of Authorized Representative, and this authority must also be evidenced in writing by Authorized Representative. Authorized Representative shall further ensure that he/she can be contacted by his/her designee when
Authorized Representative is not available during the days and times specified in Exhibit A (Statement of Work).

8.3.3 Board of Directors' Resolution

8.3.3.1 Subrecipient shall submit its Board of Directors' resolution, which provides written evidence to
support the delegated authority that Subrecipient's
organization has vested in Authorized
Representative, who will act on behalf of
Subrecipient pursuant to Subparagraph 8.3
(Authorization Warranty). Such written evidence
shall adhere to the following requirements outlined
in this Subparagraph 8.3.3.

8.3.3.2 If Subrecipient is a public entity (defined as the government of the United States; the government of
a State or political subdivision of a State; or any
interstate governmental agency), Subrecipient shall
submit to County a copy of its resolution, order, or
motion which has been approved by its Governing
Body (e.g., City Council) and signed by the
presiding chairperson/president of the Governing
Body. If Subrecipient is a private non-profit entity,
Subrecipient shall submit a copy of written
authorization from its Governing Body (e.g., Board
of Directors) and signed by the presiding
chairperson/president to County.

8.3.3.3 Subrecipient's resolution, order, motion, or other authorization shall contain the following elements:
reference to this Subaward by name and number;
authorize execution of this Subaward; identify
Authorized Representative and any designee who
will execute the original Subaward and any
subsequent amendments to this Subaward
(Authorized Representative and any designee shall
be specified in Exhibit F (Subrecipient's
Administration)); and, approve and accept
Subaward Sums. In the event that there is a
change in Authorized Representative, Subrecipient
shall provide County a revised resolution, order,
motion, or other authorization which reflects the
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new Authorized Representative within five (5) days
of being approved by the Governing Body.

8.4 BUDGET REDUCTIONS

8.4.1 In the event that County's Board of Supervisors adopts, in any Fiscal Year or Program Year, a County budget which provides for reductions in the salaries and benefits paid to the majority of County employees and imposes similar reductions with respect to County contracts, County reserves the right to reduce its payment obligation under this Subaward correspondingly for that Fiscal Year or Program Year and any subsequent Fiscal Year or Program Year during the term of this Subaward (including any extensions), and the Services to be provided by Subrecipient under this Subaward shall also be reduced correspondingly.

County's notice to Subrecipient regarding said reduction in payment obligation shall be provided within thirty (30) calendar days of the Board's approval of such actions. Except as set forth in the preceding sentence, Subrecipient shall continue to provide all of the Services set forth in this Subaward.

8.5 COMPLAINTS

8.5.1 Subrecipient shall develop, maintain and utilize procedures for receiving, investigating and responding to complaints. Within fifteen (15) business days after the Subaward effective date, Subrecipient shall provide County's Program Manager with Subrecipient's policy for receiving, investigating and responding to Client complaints.

8.5.2 County will review Subrecipient's policy and provide Subrecipient with approval of said plan or with requested changes.

8.5.3 If County requests changes in Subrecipient's policy, Subrecipient shall make such changes and resubmit the plan within five (5) business days for County approval.

8.5.4 If, at any time, Subrecipient wishes to change Subrecipient's policy, Subrecipient shall submit proposed changes to County's Program Manager for approval before implementation.

8.5.5 Subrecipient shall preliminarily investigate all complaints and notify County's Program Manager of the status of the
investigation within ten (10) business days of receiving the complaint.

8.5.6 When complaints cannot be resolved informally, a system of follow-through shall be instituted which adheres to formal plans for specific actions and strict time deadlines.

8.5.7 Copies of all written responses shall be sent to County's Program Manager within five (5) business days of mailing to the complainant.

8.5.8 Subrecipient shall provide Client an opportunity to anonymously submit a grievance directly to County's Compliance Manager.

Subrecipient shall ensure that the contact information of County's Compliance Manager is posted in a publicly accessible area and also provided to Client in writing.

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8.5.9 Subrecipient shall provide County an opportunity to consider any grievance whether it is anonymously submitted to County by Client or if it's a grievance that cannot be resolved by Subrecipient. At County's sole discretion, County's written decision regarding the grievance shall be final and irrevocable.

8.5.10 At a minimum, Subrecipient shall incorporate the procedures and provisions of this Subparagraph 8.5 in its written grievance policies.

8.6 COMPLIANCE WITH APPLICABLE LAWS

8.6.1 In the performance of this Subaward, Subrecipient shall comply with all applicable Federal, State, County and local laws, rules, regulations, ordinances, directives, guidelines, policies, Program memoranda and procedures. Subrecipient shall also comply with all subsequent revisions, modifications, and administrative and statutory changes made thereto by Federal, State and County authorities. All provisions required thereby to be included in this Subaward are hereby incorporated herein by reference.

8.6.2 Subrecipient shall indemnify, defend, and hold harmless County, its officers, employees, and agents, from and against any and all claims, demands, damages, liabilities, losses, costs, and expenses, including, without limitation, defense costs and legal, accounting and other expert, consulting or professional fees, arising from, connected with, or related to any failure by Subrecipient, its officers, employees, agents, or Lower Tier Subrecipients, to comply with any such laws, rules, regulations, ordinances, directives, guidelines, policies, Program memoranda or procedures, as determined by County in its sole judgment.

Any legal defense pursuant to Subrecipient's indemnification obligations under this Subparagraph 8.6 shall be conducted by Subrecipient and performed by counsel selected by Subrecipient and approved by County. Notwithstanding the preceding
sentence, County shall have the right to participate in any such defense at its sole cost and expense, except that in the event Subrecipient fails to provide County with a full and adequate defense, as determined by County in its sole judgment, County shall be entitled to retain its own counsel, including, without limitation, County Counsel, and to reimbursement from
Subrecipient for all such costs and expenses incurred by County in doing so. Subrecipient shall not have the right to enter into any settlement, agree to any injunction or other equitable relief, or make any admission, in each case, on behalf of County without County's prior written approval.

8.6.3 Subrecipient's compliance with applicable laws and regulations includes, but is not limited to, adherence to the mandatory standards and policies relating to the following: Title 45 Code of Federal Regulations Part 75 et seq. and Title 2 Code of Federal Regulations Part 200 et seq.; State's energy efficiency regulations (Title 24 California Code of Regulations); and, Pilot Program for Enhancement of Contractor Employee
Whistleblower Protections (Title 48 Code of Federal Regulations Subpart 3.908 and Title 41 United States Code Section 4712).

In addition to these standards and policies, when the Maximum Subaward Sum is one hundred thousand dollars ($100,000) or DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 159 of 1182
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more, Subrecipient shall also adhere to the following policies:

Clean Air Act, as amended (Title 42 United States Code Section 7401 et seq.); Federal Water Pollution Control Act, as amended (Title 33 United States Code Section 1251 et seq.);
Environmental Protection Agency Regulations (Title 40 Code of Federal Regulations Part 29 and Executive Order 11738); State Contract Act (California Public Contract Code Section 10295 et seq.); and, Unruh Civil Rights Act (California Public Contract Code Section 2010). County reserves the right to review Subrecipient's procedures to ensure that they comply with the statutes, ordinances, regulations, rules, rulings, policies and procedures of the Federal, State and County authorities, as applicable.

8.6.4 Subrecipient certifies that throughout the entirety of this Subaward it shall comply with all Federal and State payroll tax rules and employer tax guides; Subrecipient shall pay all Federal and State payroll taxes; and, Subrecipient shall make all tax deposits required by Federal and State laws within the time limits required.

8.6.5 Subrecipient's failure to comply with such regulations, rules, ordinances, court rules, municipal laws, directives, policies, Program memoranda and procedures outlined in this
Subparagraph 8.6 and/or the provisions, requirements or conditions of this Subaward, including but not limited to, performance documentation, reporting, audit and evaluation requirements shall be material breach of this Subaward and may result in termination of this Subaward or other remedies available herein.

8.7 COMPLIANCE WITH CIVIL RIGHTS LAWS

8.7.1 Subrecipient hereby assures that it will comply with Subchapter VI of the Civil Rights Act of 1964 (as amended) [Title 42 United States Code Sections 2000e (1) - 2000e (17), Title 42 United States Code Section 2000d and Title 45 Code of Federal
Regulations Part 80] and the Americans with Disabilities Act (ADA) of 1990, to the end that no person shall, on the grounds of race, creed, color, sex, religion, ancestry, age, condition of physical handicap, marital status, political affiliation, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Subaward or under any project, program, or activity supported by this Subaward. Subrecipient shall comply with Exhibit D (Subrecipient's Equal Employment Opportunity Certification).

Prior to the commencement of this Subaward, Subrecipient shall submit the completed Exhibit D to County's Contract Manager in the time and manner as designated by County.

8.7.2 Notwithstanding any other provision of law and pursuant to the requirements outlined in California Public Contract Code Section 10295.3, when the Maximum Subaward Sum is one hundred
thousand dollars ($100,000) or more, Subrecipient shall not discriminate in the provision of benefits between employees with spouses and employees with domestic partners, or discriminate between employees with spouses or domestic partners of a different sex and employees with spouses or domestic partners DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 160 of 1182
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of the same sex, or discriminate between same-sex and
different-sex domestic partners of employees or between same sex and different-sex spouses of employees. For purposes of this Subparagraph 8.7.2, "subaward" includes subawards and contracts awarded by County to Subrecipient with a cumulative amount of one hundred thousand dollars ($100,000) or more for the Fiscal Year or Program Year (where the subaward or
contract funds originate from the State).

8.7.3 Subrecipient shall ensure compliance with the requirements of California Public Contract Code Section 2010 by submitting a completed Exhibit DD (California Civil Rights Laws Certification) as directed by County and as a condition of executing this Subaward. The California Civil Rights Laws Certification ensures Subrecipient's compliance with the Unruh Civil Rights Act (California Civil Code Section 51) and the Fair Employment and Housing Act (California Government Code Section 12960), and further ensures that Subrecipient's internal policies are not used in violation of California Civil Rights Laws.

8.8 COMPLIANCE WITH COUNTY'S JURY SERVICE PROGRAM

8.8.1 Jury Service Program

8.8.1.1 This Subaward (that is, "Contract") is subject to the provisions of County's ordinance entitled Contractor
Employee Jury Service ("Jury Service Program") as
codified in Los Angeles County Code Sections

2.203.010 through 2.203.090, a copy of which is
attached as Exhibit H (Jury Service Ordinance) and
incorporated by reference into and made a part of
this Contract.

8.8.2 Written Employee Jury Service Policy

8.8.2.1 Unless Subrecipient (that is, "Contractor") has demonstrated to County's satisfaction either that
Contractor is not a "Contractor" as defined under
the Jury Service Program (Los Angeles County
Code Section 2.203.020) or that Contractor
qualifies for an exception to the Jury Service
Program (Los Angeles County Code Section

2.203.070), Contractor shall have and adhere to a
written policy that provides that its employees shall
receive from Contractor, on an annual basis, no
less than five (5) days of regular pay for actual jury
service. The policy may provide that employees
deposit any fees received for such jury service with
Contractor or that Contractor deduct from the
employee's regular pay the fees received for jury
service.

8.8.2.2 For purposes of this Subparagraph 8.8,
"Contractor" means a person, partnership,
corporation or other entity which has a contract with
County or a subcontract with a County contractor
and has received or will receive an aggregate sum
of fifty thousand dollars ($50,000) or more in any
twelve (12) month period under one (1) or more
County contracts or subcontracts. "Employee"
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means any California resident who is a full-time
employee of Contractor. "Full-time" means forty
(40) hours or more worked per week, or a lesser
number of hours if: 1) the lesser number is a
recognized industry standard as determined by
County, or 2) Contractor has a long-standing
practice that defines the lesser number of hours as
full-time. Full-time employees providing short-term,
temporary services of ninety (90) days or less within
a twelve (12) month period are not considered
full-time for purposes of the Jury Service Program.

If Contractor uses any Lower Tier Subrecipient (that
is, "Subcontractor") to perform Services for County
under this Contract, the Subcontractor shall also be
subject to the provisions of this Subparagraph 8.8.

The provisions of this Subparagraph 8.8, shall be
inserted into any such Lower Tier Subaward (that
is, "Subcontract") agreement and a copy of the Jury
Service Program shall be attached to the
agreement.

8.8.2.3 If Contractor is not required to comply with the Jury Service Program when this Contract commences,
Contractor shall have a continuing obligation to
review the applicability of its "exception status" from the Jury Service Program, and Contractor shall
immediately notify County's Contract Manager if
Contractor at any time either comes within the Jury
Service Program's definition of "Contractor" or if
Contractor no longer qualifies for an exception to
the Jury Service Program. In either event,
Contractor shall immediately implement a written
policy consistent with the Jury Service Program.

County may also require, at any time during this
Contract and at its sole discretion, that Contractor
demonstrate, to County's satisfaction that
Contractor either continues to remain outside of the
Jury Service Program's definition of "Contractor"
and/or that Contractor continues to qualify for an
exception to the Jury Service Program.

8.8.2.4 Contractor's violation of this Subparagraph 8.8 of this Contract may constitute a material breach of
this Contract. In the event of such material breach,
County may, in its sole discretion, terminate this
Contract and/or bar Contractor from the award of
future County contracts for a period of time
consistent with the seriousness of the breach.

8.9 CONFLICT OF INTEREST

8.9.1 No County employee whose position with County enables such employee to influence the granting of this Subaward or any competing contract, and no spouse or economic dependent of such employee, shall be employed in any capacity by
Subrecipient or have any other direct or indirect financial interest in this Subaward. No officer or employee of Subrecipient who may financially benefit from the performance of Work hereunder shall in any way participate in County's approval, or ongoing DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 162 of 1182
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evaluation, of such Work, or in any way attempt to unlawfully influence County's approval or ongoing evaluation of such Work.

8.9.2 Subrecipient shall comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Subaward. Subrecipient warrants that it is not now aware of any facts that create a conflict of interest. If Subrecipient hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it shall immediately make full written disclosure of such facts to County's Compliance Manager. Full written disclosure shall include, but is not limited to, identification of all persons implicated and a complete description of all relevant
circumstances. Failure to comply with the provisions of this Subparagraph 8.9 shall be a material breach of this Subaward.

8.10 CONSIDERATION OF HIRING COUNTY EMPLOYEES TARGETED FOR

LAYOFFS OR ON RE-EMPLOYMENT LIST

8.10.1 Should Subrecipient (that is, "Contractor") require additional or replacement personnel after the effective date of this Subaward (that is, "Contract") to perform the Services set forth herein, Contractor shall give first consideration for such employment openings to qualified permanent County employees who are targeted for layoff or to qualified former County employees who are on a re-employment list during the life of this Contract.

8.11 CONSIDERATION OF HIRING GAIN AND GROW PARTICIPANTS

8.11.1 Should Subrecipient (that is, "Contractor") require additional or replacement personnel after the effective date of this Subaward (that is, "Contract"), Contractor shall give consideration for any such employment openings to participants in County of Los Angeles Department of Public Social Services (DPSS) Greater Avenues for Independence (GAIN) Program or General Relief Opportunity for Work (GROW) Program who meet Contractor's minimum qualifications for the open position. For this purpose, consideration shall mean that Contractor will interview qualified candidates. County will refer GAIN/GROW participants by job category to Contractor. Contractor shall report all job openings with job requirements to: [email protected] and [email protected] and DPSS will refer qualified GAIN/GROW job candidates.

8.11.2 In the event that both laid-off County employees and GAIN/GROW participants are available for hiring, County employees shall be given first priority.

8.12 CONTRACTOR RESPONSIBILITY AND DEBARMENT

8.12.1 Responsible Contractor

8.12.1.1 A responsible Subrecipient (that is, "Contractor") is a contractor who has demonstrated the attribute of
trustworthiness, as well as quality, fitness, capacity
and experience to satisfactorily perform this
Subaward (that is, "Contract"). It is County's policy
to conduct business only with responsible
contractors.

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8.12.2 Los Angeles County Code Chapter 2.202

8.12.2.1 Subrecipient (that is, "Contractor") is hereby notified that, in accordance with Los Angeles County Code
Chapter 2.202, if County acquires information
concerning the performance of Contractor on this
Subaward (that is, "Contract") or other contracts
which indicates that Contractor is not responsible,
County may, in addition to other remedies provided
in this Contract, debar Contractor from bidding or
proposing on, or being awarded, and/or performing
work on County contracts for a specified period of
time, which generally will not exceed five (5) years
but may exceed five (5) years or be permanent if
warranted by the circumstances, and terminate any
or all existing contracts which Contractor may have
with County.

8.12.3 Non-responsible Contractor

8.12.3.1 County may debar Subrecipient (that is,
"Contractor") if the Board of Supervisors finds, in its discretion, that Contractor has done any of the
following: (1) violated a term of a contract
with County or a non-profit corporation created by
County, (2) committed an act or omission which
negatively reflects on Contractor's quality, fitness or capacity to perform a contract with County, any
other public entity, or a non-profit corporation
created by County, or engaged in a pattern or
practice which negatively reflects on same, (3)
committed an act or offense which indicates a lack
of business integrity or business honesty, or (4)
made or submitted a false claim against County or
any other public entity.

8.12.4 Contractor Hearing Board

8.12.4.1 If there is evidence that Subrecipient (that is, "Contractor") may be subject to debarment, County
will notify Contractor in writing of the evidence
which is the basis for the proposed debarment and
will advise Contractor of the scheduled date for a
debarment hearing before the Contractor Hearing
Board.

8.12.4.2 The Contractor Hearing Board will conduct a
hearing where evidence on the proposed
debarment is presented. Contractor and/or
Contractor's representative shall be given an
opportunity to submit evidence at that hearing.

After the hearing, the Contractor Hearing Board
shall prepare a tentative proposed decision, which
shall contain a recommendation regarding whether
Contractor should be debarred, and, if so, the
appropriate length of time of the debarment.

Contractor and County shall be provided an
opportunity to object to the tentative proposed
decision prior to its presentation to the Board of
Supervisors.

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8.12.4.3 After consideration of any objections, or if no objections are submitted, a record of the hearing,
the proposed decision, and any other
recommendation of the Contractor Hearing Board
shall be presented to the Board of Supervisors.

The Board of Supervisors shall have the right to
modify, deny, or adopt the proposed decision and
recommendation of the Contractor Hearing Board.

8.12.4.4 If Contractor has been debarred for a period longer than five (5) years, Contractor may after the
debarment has been in effect for at least five (5)
years, submit a written request for review of the
debarment determination to reduce the period of
debarment or terminate the debarment. County
may, in its discretion, reduce the period of
debarment or terminate the debarment if it finds that
Contractor has adequately demonstrated one or
more of the following: (1) elimination of the grounds
for which the debarment was imposed; (2) a bona
fide change in ownership or management; (3)
material evidence discovered after debarment was
imposed; or (4) any other reason that is in the best
interests of County.

8.12.4.5 The Contractor Hearing Board will consider a
request for review of a debarment determination
only where: (1) Contractor has been debarred for a
period longer than five (5) years; (2) the debarment
has been in effect for at least five (5) years; and (3) the request is in writing, states one or more of the
grounds for reduction of the debarment period or
termination of the debarment, and includes
supporting documentation. Upon receiving an
appropriate request, the Contractor Hearing Board
will provide notice of the hearing on the request. At
the hearing, the Contractor Hearing Board shall
conduct a hearing where evidence on the proposed
reduction of debarment period or termination of
debarment is presented. This hearing shall be
conducted and the request for review decided by
the Contractor Hearing Board pursuant to the same
procedures as for a debarment hearing.

8.12.4.6 The Contractor Hearing Board's proposed decision shall contain a recommendation on the request to
reduce the period of debarment or terminate the
debarment. The Contractor Hearing Board shall
present its proposed decision and recommendation
to the Board of Supervisors. The Board of
Supervisors shall have the right to modify, deny, or
adopt the proposed decision and recommendation
of the Contractor Hearing Board.

8.12.5 Subcontractors of Contractor

8.12.5.1 These terms shall also apply to Lower Tier
Subrecipients (that is, "Subcontractors") of County
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contractors.

8.12.6 Contractor hereby acknowledges that County is prohibited from contracting with parties that are suspended, debarred, ineligible or excluded from securing State-funded or
Federally-funded contracts. By executing this Contract, Contractor certifies that neither it nor any of its owners, officers, partners, directors, or other principals is currently suspended, debarred, ineligible or excluded from securing State-funded or Federally-funded contracts. Further by executing this Contract, Contractor certifies that, to its knowledge, none of its subcontractors, at any tier, or any owner, officer, partner, director or other principal of any subcontractor is currently suspended, debarred, ineligible or excluded from securing State-funded or Federally-funded contracts. During the term of this Contract, Contractor shall immediately notify County's Compliance Manager in writing should it or any of its subcontractors or any principals of either be suspended, debarred, ineligible or excluded from securing State-funded or Federally-funded contracts. Failure of Contractor to comply with this provision shall constitute a material breach of this Contract upon which County may immediately terminate or suspend this Contract.

8.13 CONTRACTOR'S ACKNOWLEDGEMENT OF COUNTY'S COMMITMENT

TO THE SAFELY SURRENDERED BABY LAW

8.13.1 Subrecipient (that is, "Contractor") acknowledges that County places a high priority on the implementation of the Safely Surrendered Baby Law. Contractor understands that it is County's policy to encourage all County contractors to voluntarily post County's "Safely Surrendered Baby Law" poster, in Exhibit I, in a prominent position at Contractor's place of
business. Contractor will also encourage its Lower Tier Subrecipients (that is, "Subcontractors"), if any, to post this poster in a prominent position in the Subcontractor's place of business. Information and posters for printing are available at www.babysafela.org.

8.14 CONTRACTOR'S WARRANTY OF ADHERENCE TO COUNTY'S CHILD

SUPPORT COMPLIANCE PROGRAM

8.14.1 Subrecipient (that is, "Contractor") acknowledges that County has established a goal of ensuring that all individuals who benefit financially from County through contracts are in compliance with their court-ordered child, family and spousal support obligations in order to mitigate the economic burden otherwise imposed upon County of Los Angeles and its taxpayers.

8.14.2 As required by County's Child Support Compliance Program (Los Angeles County Code Chapter 2.200) and without limiting Contractor's duty under this Subaward (that is, "Contract") to comply with all applicable provisions of law, Contractor warrants that it is now in compliance and shall during the term of this Contract maintain compliance with employment and wage
reporting requirements as required by the Social Security Act (Title 42 United States Code Section 653(a)) and California Unemployment Insurance Code Section 1088.5, and shall
implement all lawfully served Wage and Earnings Withholding Orders or Child Support Services Department Notices of Wage DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 166 of 1182
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and Earnings Assignment for Child, Family or Spousal Support, pursuant to the California Code of Civil Procedure Section 706.031 and the California Family Code Section 5246(b).

8.15 COUNTY'S QUALITY ASSURANCE PLAN

8.15.1 County or its agent will monitor Subrecipient's (that is, "Contractor's") performance under this Subaward (that is, "Contract") on not less than an annual basis. Such monitoring will include assessing Contractor's compliance with all Contract terms and conditions and performance standards, in addition to the regulations outlined in Subparagraph 8.38.3 (Monitoring Reviews). Contractor deficiencies which County determines are significant or continuing and that may place performance of this Contract in jeopardy if not corrected will be reported to the Board of Supervisors and listed in the appropriate Contractor performance database. The report to the Board will include improvement/corrective action measures taken by County and Contractor. If improvement does not occur consistent with the corrective action measures, County may terminate this Contract or impose other penalties as specified in this Contract.

8.16 DAMAGE TO COUNTY FACILITIES, BUILDINGS OR GROUNDS

8.16.1 Subrecipient shall repair, or cause to be repaired, at its own cost, any and all damage to County facilities, buildings or grounds caused by Subrecipient or employees or agents of
Subrecipient. Such repairs shall be made immediately after Subrecipient has become aware of such damage, but in no event later than thirty (30) days after the occurrence.

8.16.2 If Subrecipient fails to make timely repairs, County may make any necessary repairs. All costs incurred by County, as determined by County, for such repairs shall be repaid by Subrecipient by cash payment upon demand.

8.17 EMPLOYMENT ELIGIBILITY VERIFICATION

8.17.1 Subrecipient warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all of its employees performing Work under this Subaward meet the citizenship or alien status requirements set forth in Federal and State statutes and regulations. Subrecipient shall obtain, from all employees performing Work hereunder, all verification and other
documentation of employment eligibility status required by Federal and State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986 (Public Law 99-603) as they currently exist and as they may be hereafter amended. Subrecipient shall retain all such
documentation for all covered employees for the period
prescribed by law.

8.17.2 Subrecipient shall indemnify, defend, and hold harmless, County, its agents, officers and employees from employer sanctions and any other liability which may be assessed against Subrecipient or County or both 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 DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 167 of 1182
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Subaward.

8.18 FACSIMILE REPRESENTATIONS

8.18.1 County and Subrecipient hereby agree to regard facsimile representations of original signatures (including but not limited to electronic and/or digital signatures) of authorized officers of each party, when appearing in appropriate places on the Subaward and any Amendments prepared pursuant to Subparagraph 8.1 (Amendments) and received via electronic communications media, as legally sufficient evidence that such original signatures have been affixed to these documents, such that the parties need not follow up facsimile or other electronic transmissions of such documents with subsequent (non-facsimile/electronic) transmissions of "original" versions of such documents.

8.19 FAIR LABOR STANDARDS

8.19.1 Subrecipient shall comply with all applicable provisions of the Federal Fair Labor Standards Act and shall indemnify, defend, and hold harmless County and its agents, officers and
employees from any and all liability, including, but not limited to, wages, overtime pay, liquidated damages, penalties, court costs and attorneys' fees arising under any wage and hour law, including, but not limited to, the Federal Fair Labor Standards Act, for Work performed by Subrecipient's employees for which County may be found jointly or solely liable.

8.20 FORCE MAJEURE

8.20.1 Neither party shall be liable for such party's failure to perform its obligations under and in accordance with this Subaward, if such failure arises out of fires, floods, epidemics, quarantine restrictions, other natural occurrences, strikes, lockouts (other than a lockout by such party or any of such party's lower tier subrecipients), freight embargoes, or other similar events to those described above, but in every such case the failure to perform must be totally beyond the control and without any fault or negligence of such party (such events are referred to in this Subparagraph 8.20 as "force majeure events").

8.20.2 Notwithstanding the foregoing, a default by a Lower Tier Subrecipient of Subrecipient shall not constitute a force majeure event, unless such default arises out of causes beyond the control of both Subrecipient and such Lower Tier Subrecipient, and without any fault or negligence of either of them. In such case, Subrecipient shall not be liable for failure to perform, unless the goods or Services to be furnished by the Lower Tier Subrecipient were obtainable from other sources in sufficient time to permit Subrecipient to meet the required performance schedule. As used in this Subparagraph 8.20, the term "Lower Tier Subrecipient" and "Lower Tier Subrecipients" mean Lower Tier Subrecipients at any tier.

8.20.3 In the event Subrecipient's failure to perform arises out of a force majeure event, Subrecipient agrees to use commercially
reasonable best efforts to obtain goods or Services from other sources, if applicable, and to otherwise mitigate the damages and reduce the delay caused by such force majeure event.

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8.21 GOVERNING LAW, JURISDICTION, AND VENUE

8.21.1 This Subaward shall be governed by, and construed in accordance with, the laws of the State of California.

Subrecipient agrees and consents to the exclusive jurisdiction, including personal jurisdiction, of the courts of the State of California for all purposes regarding this Subaward, and further agrees and consents that venue of any action brought hereunder shall be exclusively in County of Los Angeles.

8.22 INDEPENDENT CONTRACTOR STATUS

8.22.1 This Subaward is by and between County and Subrecipient and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or association, as between County and Subrecipient.

The employees and agents of one party shall not be, or be construed to be, the employees or agents of the other party for any purpose whatsoever.

8.22.2 Subrecipient shall be solely liable and responsible for providing to, or on behalf of, all persons performing Work pursuant to this Subaward all compensation and benefits. County shall have no liability or responsibility for the payment of any salaries, wages, unemployment benefits, disability benefits, Federal, State, or local taxes, or other compensation, benefits, or taxes for any personnel provided by or on behalf of Subrecipient.

8.22.3 Subrecipient understands and agrees that all persons performing Work pursuant to this Subaward are, for purposes of Workers' Compensation liability, solely employees of Subrecipient and not employees of County. Subrecipient shall be solely liable and responsible for furnishing any and all Workers' Compensation benefits to any person as a result of any injuries arising from or connected with any Work performed by or on behalf of
Subrecipient pursuant to this Subaward.

8.22.4 Subrecipient shall adhere to the provisions stated in Subparagraph 7.6 (Confidentiality).

8.23 INDEMNIFICATION

8.23.1 Subrecipient shall indemnify, defend and hold harmless County, its Special Districts, elected and appointed officers, employees, agents and volunteers ("County Indemnitees") from and against any and all liability, including but not limited to demands, claims, actions, fees, costs and expenses (including attorney and expert witness fees), arising from and/or relating to this Subaward, except for such loss or damage arising from the sole negligence or willful misconduct of County Indemnitees.

8.24 GENERAL PROVISIONS FOR ALL INSURANCE COVERAGE

8.24.1 Without limiting Subrecipient's indemnification of County, and in the performance of this Subaward and until all of its obligations pursuant to this Subaward have been met, Subrecipient shall provide and maintain at its own expense insurance coverage satisfying the requirements specified in this Subparagraph 8.24 and Subparagraph 8.25 (Insurance Coverage) of this Subaward.

These minimum insurance coverage terms, types and limits ("Required Insurance") also are in addition to and separate from DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 169 of 1182
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any other contractual obligation imposed upon Subrecipient pursuant to this Subaward. County in no way warrants that the Required Insurance is sufficient to protect Subrecipient for liabilities which may arise from or relate to this Subaward.

8.24.2 Evidence of Coverage and Notice to County

8.24.2.1 Certificate(s) of insurance coverage ("Certificate") satisfactory to County, and a copy of an Additional
Insured endorsement confirming County and its
Agents (defined below) have been given Insured
status under Subrecipient's General Liability policy,
shall be delivered to County's Contract Manager at
the address shown below and provided prior to
commencing Services under this Subaward.

8.24.2.2 Renewal Certificates shall be provided to County's Contract Manager not less than ten (10) days prior
to Subrecipient's policy expiration dates. County
reserves the right to obtain complete, certified
copies of any required Subrecipient and/or Lower
Tier Subrecipient insurance policies at any time.

8.24.2.3 Certificates shall identify all Required Insurance coverage types and limits specified herein,
reference this Subaward by name or number, and
be signed by an authorized representative of the
insurer(s). The Insured party named on the
Certificate shall match the name of Subrecipient
identified as the contracting party in this Subaward.

Certificates shall provide the full name of each
insurer providing coverage, its NAIC (National
Association of Insurance Commissioners)
identification number, its financial rating, the
amounts of any policy deductibles or self-insured
retentions exceeding fifty thousand dollars
($50,000), and list any County required
endorsement forms.

8.24.2.4 Neither County's failure to obtain, nor County's receipt of, or failure to object to a non-complying
insurance certificate or endorsement, or any other
insurance documentation or information provided by
Subrecipient, its insurance broker(s) and/or
insurer(s), shall be construed as a waiver of any of
the Required Insurance provisions.

8.24.2.5 Certificates and copies of any required
endorsements shall be sent to:

County of Los Angeles
Workforce Development, Aging and Community
Services
Contracts Management Division
Attention: County's Contract Manager
3175 West Sixth Street
Los Angeles, CA 90020
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8.24.2.6 Subrecipient also shall promptly report to County's Program Manager any injury or property damage
accident or incident, including any injury to a
Subrecipient employee occurring on County
property, and any loss, disappearance, destruction,
misuse, or theft of County property, monies or
securities entrusted to Subrecipient. Subrecipient
also shall promptly notify County's Program
Manager of any third-party claim or suit filed against
Subrecipient or any of its Lower Tier Subrecipients
which arises from or relates to this Subaward, and
could result in the filing of a claim or lawsuit against Subrecipient and/or County.

8.24.3 Additional Insured Status and Scope of Coverage

8.24.3.1 County of Los Angeles, its Special Districts, Elected Officials, Officers, Agents, employees and
volunteers (collectively County and its Agents) shall
be provided additional insured status under
Subrecipient's General Liability policy with respect
to liability arising out of Subrecipient's ongoing and
completed operations performed on behalf of
County. County and its Agents' additional insured
status shall apply with respect to liability and
defense of suits arising out of Subrecipient's acts or
omissions, whether such liability is attributable to
Subrecipient or to County. The full policy limits and
scope of protection also shall apply to County and
its Agents as an additional insured, even if they
exceed County's minimum Required Insurance
specifications herein. Use of an automatic
additional insured endorsement form is acceptable
providing it satisfies the Required Insurance
provisions herein.

8.24.4 Cancellation of or Change(s) in Insurance

8.24.4.1 Subrecipient shall provide County with, or
Subrecipient's insurance policies shall contain a
provision that County shall receive, written notice of
cancellation or any change in Required Insurance,
including insurer, limits of coverage, term of
coverage or policy period. The written notice shall
be provided to County's Contract Manager at least
ten (10) days in advance of cancellation for
non-payment of premium and thirty (30) days in
advance for any other cancellation or policy
change. Failure to provide written notice of
cancellation or any change in Required Insurance
may constitute a material breach of this Subaward,
in the sole discretion of County, upon which County
may suspend or terminate this Subaward.

8.24.5 Failure to Maintain Insurance

8.24.5.1 Subrecipient's failure to maintain or to provide acceptable evidence that it maintains the Required
Insurance shall constitute a material breach of this
Subaward, upon which County immediately may
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withhold payments due to Subrecipient, and/or
suspend or terminate this Subaward. County, at its
sole discretion, may obtain damages from
Subrecipient resulting from said breach.

Alternatively, County may purchase the Required
Insurance, and without further notice to
Subrecipient, deduct the premium cost from sums
due to Subrecipient or pursue Subrecipient
reimbursement.

8.24.6 Insurer Financial Ratings

8.24.6.1 Coverage shall be placed with insurers acceptable to County with A.M. Best ratings of not less than
A:VII unless otherwise approved by County.

8.24.7 Subrecipient's Insurance Shall Be Primary

8.24.7.1 Subrecipient's insurance policies, with respect to any claims related to this Subaward, shall be
primary with respect to all other sources of
coverage available to Subrecipient. Any County
maintained insurance or self-insurance coverage
shall be in excess of and not contribute to any
Subrecipient coverage.

8.24.8 Waivers of Subrogation

8.24.8.1 To the fullest extent permitted by law, Subrecipient hereby waives its rights and its insurer(s)' rights of
recovery against County under all the Required
Insurance for any loss arising from or relating to this Subaward. Subrecipient shall require its insurers to
execute any waiver of subrogation endorsements
which may be necessary to effect such waiver.

8.24.9 Lower Tier Subrecipient Insurance Coverage Requirements

8.24.9.1 Subrecipient shall include all Lower Tier
Subrecipients as insureds under Subrecipient's own
policies, or shall provide County with each Lower
Tier Subrecipient's separate evidence of insurance
coverage. Subrecipient shall be responsible for
verifying that each Lower Tier Subrecipient
complies with the Required Insurance provisions
herein, and shall require that each Lower Tier
Subrecipient name County and Subrecipient as
additional insureds on the Lower Tier Subrecipient's
General Liability policy. Subrecipient shall obtain
County's prior review and approval of any Lower
Tier Subrecipient request for modification of the
Required Insurance.

8.24.10 Deductibles and Self-Insured Retentions (SIRs)

8.24.10.1 Subrecipient's policies shall not obligate County to pay any portion of any Subrecipient deductible or
SIR. County retains the right to require
Subrecipient to reduce or eliminate policy
deductibles and SIRs as respects County, or to
provide a bond guaranteeing Subrecipient's
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payment of all deductibles and SIRs, including all
related claims investigation, administration and
defense expenses. Such bond shall be executed
by a corporate surety licensed to transact business
in the State of California.

8.24.11 Claims Made Coverage

8.24.11.1 If any part of the Required Insurance is written on a claims made basis, any policy retroactive date shall
precede the effective date of this Subaward.

Subrecipient understands and agrees it shall
maintain such coverage for a period of not less than
three (3) years following Subaward expiration,
termination or cancellation.

8.24.12 Application of Excess Liability Coverage

8.24.12.1 Subrecipient may use a combination of primary, and excess insurance policies which provide
coverage as broad as ("follow form" over) the
underlying primary policies, to satisfy the Required
Insurance provisions.

8.24.13 Separation of Insureds

8.24.13.1 All liability policies shall provide cross-liability coverage as would be afforded by the standard ISO
(Insurance Services Office, Inc.) separation of
insureds provision with no insured versus insured
exclusions or limitations.

8.24.14 Alternative Risk Financing Programs

8.24.14.1 County reserves the right to review, and then approve, Subrecipient use of self-insurance, risk
retention groups, risk purchasing groups, pooling
arrangements and captive insurance to satisfy the
Required Insurance provisions. County and its
Agents shall be designated as an Additional
Covered Party under any approved program.

8.24.15 County Review and Approval of Insurance Requirements

8.24.15.1 County reserves the right to review and adjust the Required Insurance provisions, conditioned upon
County's determination of changes in risk
exposures.

8.25 INSURANCE COVERAGE

8.25.1 Commercial General Liability

8.25.1.1 Insurance (providing scope of coverage equivalent to ISO policy form CG 00 01), naming County and
its Agents as an additional insured, with limits of not less than:

General Aggregate: $4 million
Products/Completed Operations
Aggregate:
$2 million
Personal and Advertising Injury: $1 million
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Each Occurrence: $1 million

8.25.2 Automobile Liability

8.25.2.1 Insurance (providing scope of coverage equivalent to ISO policy form CA 00 01) with limits of not less
than one million dollars ($1,000,000) for bodily
injury and property damage, in combined or
equivalent split limits, for each single accident.

Insurance shall cover liability arising out of
Subrecipient's use of autos pursuant to this
Subaward, including owned, leased, hired, and/or
non-owned autos, as each may be applicable.

8.25.3 Workers Compensation and Employers' Liability

8.25.3.1 Insurance or qualified self-insurance satisfying statutory requirements, which includes Employers'
Liability coverage with limits of not less than one
million dollars ($1,000,000) per accident. If
Subrecipient will provide leased employees, or, is
an employee leasing or temporary staffing firm or a
professional employer organization ("PEO"),
coverage also shall include an Alternate Employer
Endorsement (providing scope of coverage
equivalent to ISO policy form WC 00 03 01 A)
naming County as the Alternate Employer. The
written notice shall be provided to County at least
ten (10) days in advance of cancellation for
non-payment of premium and thirty (30) days in
advance for any other cancellation or policy
change. If applicable to Subrecipient's operations,
coverage also shall be arranged to satisfy the
requirements of any Federal workers or workmen's
compensation law or any Federal occupational
disease law.

8.25.4 Intentionally Omitted

8.25.5 Intentionally Omitted

8.25.6 Property Coverage

8.25.6.1 Subrecipient who is given exclusive use of County owned or leased property shall carry property
coverage at least as broad as that provided by the
ISO special causes of loss (ISO policy form CP 10
30). County and its Agents shall be named as an
Additional Insured and Loss Payee on
Subrecipient's insurance as its interests may
appear. Automobiles and mobile equipment shall
be insured for their actual cash value. Real
property and all other personal property shall be
insured for their full replacement value.

8.25.7 Sexual Misconduct Liability

8.25.7.1 Insurance covering actual or alleged claims for sexual misconduct and/or molestation with limits of
not less than two million dollars ($2,000,000) per
claim and two million dollars ($2,000,000)
aggregate, and claims for negligent employment,
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investigation, supervision, training or retention of, or failure to report to proper authorities, a person(s)
who committed any act of abuse, molestation,
harassment, mistreatment or maltreatment of a
sexual nature.

8.25.8 Privacy and Network Security Coverage

8.25.8.1 Insurance coverage providing protection against liability for privacy breaches (liability arising from
the loss or disclosure of confidential information no
matter how it occurs); system(s) breaches; denial or
loss of Service; introduction, implantation or spread
of malicious software code; and, unauthorized
access to or use of computer systems with limits of
not less than one point five million dollars
($1,500,000). No exclusion/restriction for
unencrypted portable devices/media may be on the
policy.

8.25.9 Intentionally Omitted

8.26 LIQUIDATED DAMAGES

8.26.1 If, in the judgment of County's Department Head, or his/her designee, Subrecipient is deemed to be non-compliant with the terms and obligations assumed hereby, County's Department Head, or his/her designee, at his/her option, in addition to, or in lieu of, other remedies provided herein, may withhold the entire monthly payment or deduct pro rata from Subrecipient's invoice for Work not performed. A description of the Work not performed and the amount to be withheld or deducted from payments to Subrecipient from County, will be forwarded to Subrecipient by County's Department Head, or his/her designee, in a written notice describing the reasons for said action.

8.26.2 If County's Department Head or his/her designee determines that there are deficiencies in the performance of this Subaward that County's Department Head or his/her designee deems are correctable by Subrecipient over a certain time span, County's Department Head or his/her designee will provide a written notice to Subrecipient to correct the deficiency within specified time frames. Should Subrecipient fail to correct deficiencies within said time frame, County's Department Head or his/her designee may take any of the actions identified in Subparagraph

8.26.3. 8.26.3 Remedies for Non-Performance of Subaward

8.26.3.1 County may deduct from Subrecipient's payment, pro rata, those applicable portions of the monthly
Subaward Sum at County's sole discretion.

8.26.3.2 County may deduct liquidated damages at County's sole discretion. The parties agree that it will be
impracticable or extremely difficult to fix the extent
of actual damages resulting from the failure of
Subrecipient to correct a deficiency within the
specified time frame. The parties hereby agree that
under the current circumstances a reasonable
estimate of such damages per day per infraction
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shall be one hundred dollars ($100) or as specified
in Exhibit A (Statement of Work), Attachment 1
(Performance Requirements Summary Chart).

Subrecipient shall be liable to County for liquidated
damages in said amount and this amount shall be
deducted from County's payment to Subrecipient.

8.26.3.3 Upon giving five (5) days' notice to Subrecipient for failure to correct the deficiencies, County may
correct any and all deficiencies and the total costs
incurred by County for completion of the Work by
an alternate source, whether it be County forces or
separate private contractor, will be deducted and
forfeited from the payment to Subrecipient from
County, as determined by County.

8.26.4 The action noted in Subparagraph 8.26.3 shall not be construed as a penalty, but as adjustment of payment to Subrecipient to recover County cost due to the failure of Subrecipient to complete or comply with the provisions of this Subaward.

8.26.5 This Subparagraph 8.26 shall not, in any manner, restrict or limit County's right to damages for any breach of this Subaward provided by law or as specified in Exhibit A (Statement of Work), Attachment G (Performance Requirements Summary Chart) or Subparagraph 8.26.3, and shall not, in any manner, restrict or limit County's right to terminate this Subaward as agreed to herein. This Subparagraph 8.26 may be assessed as an option.

It does not preclude utilizing Exhibit A (Statement of Work), Attachment G (Performance Requirements Summary Chart) or assessing actual costs of the damage.

8.27 MOST FAVORED PUBLIC ENTITY

8.27.1 If Subrecipient's prices decline, or should Subrecipient at any time during the term of this Subaward provide the same goods or Services under similar quantity and delivery conditions to the State of California or any county, municipality, or district of the State at prices below those set forth in this Subaward, then such lower prices shall be immediately extended to County.

8.28 NON-DISCRIMINATION AND AFFIRMATIVE ACTION

8.28.1 Subrecipient (that is, "Contractor") certifies and agrees that all persons employed by it, its affiliates, subsidiaries, or holding companies are and shall be treated equally without regard to or because of race, color, religion, ancestry, national origin, sex, age, physical or mental disability, marital status, or political affiliation, in compliance with all applicable Federal and State anti-discrimination laws and regulations.

8.28.2 Contractor shall certify to, and comply with, the provisions of Exhibit D (Subrecipient's Equal Employment Opportunity
Certification).

8.28.3 Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during
employment, without regard to race, color, religion, ancestry, national origin, sex, age, physical or mental disability, marital DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 176 of 1182
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status, or political affiliation, in compliance with all applicable Federal and State anti-discrimination laws and regulations. Such action shall include, but is not limited to: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

8.28.4 Contractor certifies and agrees that it will deal with its Lower Tier Subrecipients (that is, "Subcontractors"), bidders, or vendors without regard to or because of race, color, religion, ancestry, national origin, sex, age, physical or mental disability, marital status, or political affiliation.

8.28.5 Contractor certifies and agrees that it, its affiliates, subsidiaries or holding companies shall comply with all applicable Federal and State laws and regulations to the end that no person shall, on the grounds of race, color, religion, ancestry, national origin, sex, age, physical or mental disability, marital status or political affiliation, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Subaward (that is, "Contract") or under any project, program or activity supported by this Contract.

8.28.6 Contractor shall allow County representatives access to Contractor's employment records during County's business hours to verify compliance with the provisions of this
Subparagraph 8.28 when so requested by County.

8.28.7 If County finds that any provisions of this Subparagraph 8.28 have been violated, such violation shall constitute a material breach of this Contract upon which County may terminate or suspend this Contract. While County reserves the right to determine independently that the anti-discrimination provisions of this Contract have been violated, in addition, a determination by the California Fair Employment and Housing Commission or the Federal Equal Employment Opportunity Commission that
Contractor has violated Federal or State anti-discrimination laws or regulations shall constitute a finding by County that Contractor has violated the anti-discrimination provisions of this Contract.

8.28.8 The parties agree that in the event Contractor violates any of the anti-discrimination provisions of this Contract, County shall, at its sole option, be entitled to the sum of five hundred dollars ($500) for each such violation pursuant to California Civil Code Section 1671 as liquidated damages in lieu of terminating or suspending this Contract.

8.29 NON-EXCLUSIVITY

8.29.1 Nothing herein is intended nor shall be construed as creating any exclusive arrangement with Subrecipient. This Subaward shall not restrict County from acquiring similar, equal or like goods and/or Services from other entities or sources.

8.30 NOTICE OF DELAYS

8.30.1 Except as otherwise provided under this Subaward, when either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 177 of 1182
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Subaward, that party shall, within one (1) business day, give notice thereof, including all relevant information with respect thereto, to the other party.

8.31 NOTICE OF DISPUTES

8.31.1 Subrecipient shall bring to the attention of County's Program Manager and/or County's Contract Manager any dispute
between County and Subrecipient regarding the performance of Services as stated in this Subaward. If County's Program Manager or County's Contract Manager is not able to resolve the dispute, County's Department Head or his/her designee shall resolve it.

8.32 NOTICE TO EMPLOYEES REGARDING THE FEDERAL EARNED INCOME CREDIT

8.32.1 Subrecipient shall notify its employees, and shall require each Lower Tier Subrecipient to notify its employees, that they may be eligible for the Federal Earned Income Credit under the Federal income tax laws. Such notice shall be provided in accordance with the requirements set forth in Internal Revenue Service (IRS) Notice 1015. Subrecipient shall obtain the most current version of IRS Notice 1015 on-line at the IRS website:
www.irs.gov.

8.33 NOTICE TO EMPLOYEES REGARDING THE SAFELY SURRENDERED

BABY LAW

8.33.1 Subrecipient (that is, "Contractor") shall notify and provide to its employees, and shall require each Lower Tier Subrecipient (that is, "Subcontractor") to notify and provide to its employees, information regarding the Safely Surrendered Baby Law, its implementation in Los Angeles County, and where and how to safely surrender a baby. The information is set forth in Exhibit I (Safely Surrendered Baby Law) of this Subaward (that is, "Contract"). Additional information is available at
www.babysafela.org.

8.34 NOTICES

8.34.1 All notices or demands required or permitted to be given or made under this Subaward shall be in writing and shall be
hand-delivered with signed receipt or mailed by first-class registered or certified mail, postage prepaid, addressed to the parties as identified in Exhibit E (County's Administration) and Exhibit F (Subrecipient's Administration). Addresses may be changed by either party giving ten (10) days' prior written notice thereof to the other party. County's Contract Manager or his/her designee shall have the authority to issue all notices or demands required or permitted by County under this Subaward.

8.35 PROHIBITION AGAINST INDUCEMENT OR PERSUASION

8.35.1 Notwithstanding the above, Subrecipient and County agree that, during the term of this Subaward and for a period of one (1) year thereafter, neither party shall in any way intentionally induce or persuade any employee of one party to become an employee or agent of the other party. No bar exists against any hiring action initiated through a public announcement.

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8.36 PUBLIC RECORDS ACT

8.36.1 Any documents submitted by Subrecipient, all information obtained in connection with County's right to audit and inspect Subrecipient's documents, books, and accounting records pursuant to Subparagraph 8.38 (Record Retention, Inspection and Audit Settlement), as well as those documents which were required to be submitted in response to the solicitation used to procure this Subaward, become the exclusive property
of County. All such documents become a matter of public record and shall be regarded as public records. Exceptions will be those elements in the California Government Code Section 6250 et seq. (California Public Records Act) and which are marked "trade secret", "confidential" or "proprietary". County shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked, if disclosure is required by law, or by an order issued by a court of competent jurisdiction.

8.36.2 In the event County is required to defend an action on a Public Records Act request for any of the aforementioned documents, information, books, records, and/or contents of a proposal marked "trade secret", "confidential" or "proprietary", Subrecipient agrees to defend and indemnify County from all costs and expenses, including reasonable attorney's fees, in an action or liability arising under the California Public Records Act.

8.37 PUBLICITY

8.37.1 Subrecipient shall not disclose any details in connection with this Subaward to any person or entity except as may be otherwise provided hereunder or required by law. However, in recognizing Subrecipient's need to identify its Services and related Clients to sustain itself, County shall not inhibit Subrecipient from publishing its role under this Subaward within the following conditions:

8.37.1.1 Subrecipient shall develop all publicity material in a professional manner; and

8.37.1.2 During the term of this Subaward, Subrecipient shall not, and shall not authorize another to, publish
or disseminate any commercial advertisements,
press releases, feature articles, or other materials
using the name of County without the prior written
consent of County's Contract Manager. County
shall not unreasonably withhold written consent.

8.37.2 Without the prior written consent of County, Subrecipient may indicate in its proposals and sales materials that it has been granted this Subaward with County of Los Angeles, provided that the requirements of this Subparagraph 8.37 shall apply.

8.37.3 Subrecipient shall not use or display the official seal of County of Los Angeles or the logo of Workforce Development, Aging and Community Services on any of its letterhead or other
communications with any debtor, or for any other reason, unless each form of usage has prior written approval of the Los Angeles County Board of Supervisors.

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8.38 RECORD RETENTION, INSPECTION AND AUDIT SETTLEMENT

8.38.1 Record Retention Requirements

8.38.1.1 Subrecipient shall maintain accurate and complete financial records (such as bank statements,
cancelled checks or other proof of payment) of its
activities and operations relating to this Subaward
in accordance with Generally Accepted Accounting
Principles. Subrecipient shall also maintain
all materials, including, but not limited to, complete
employment records (such as timecards,
sign-in/sign-out sheets and other time and
employment records), supporting Program
documents and proprietary data and information
relating to its performance of this Subaward.

Subrecipient shall further maintain on file the
entirety of this Subaward, its amendments and/or
addendums, modifications and all applicable laws,
regulations, directives, Program memoranda and
guidance which are hereby incorporated by
reference. Subrecipient shall ensure
that the security and integrity of all records are
maintained throughout the entire term of this
Subaward and during the authorized retention
period as outlined below.

8.38.1.2 Subrecipient shall adhere to the requirements of the authorized retention period, which shall be the
greater of the following: throughout the entire term
of this Subaward and until an audit of this
Subaward by County and/or its duly authorized
representative(s) has occurred and a written audit
resolution has been issued or unless otherwise
authorized in writing by County; or, for such longer
period, if any, as required by applicable statute, by
any other provision of this Subaward, by
Subparagraphs 8.38.2.2 and 8.38.2.3 or as County
deems necessary (which shall be communicated to
Subrecipient in writing).

8.38.1.3 All such material shall be maintained by
Subrecipient at a location in Los Angeles County,
provided that if any such material is located outside
Los Angeles County, then, at County's option,
Subrecipient shall pay County for travel, per diem,
and other costs incurred by County to examine,
audit, excerpt, copy, or transcribe such material at
such other location.

8.38.1.4 After the authorized retention period has expired, Subrecipient shall dispose of, shred or destroy all
confidential records in a manner that will maintain
confidentiality. Subrecipient shall obtain a
certificate of destruction to substantiate that all
confidential records have been securely destroyed.

Subrecipient shall notify County's Contract Manager
in writing within thirty (30) days after such records
are destroyed. The certificate of destruction shall
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be provided to County's Contract Manager upon
County's request.

8.38.2 Access to Records

8.38.2.1 Subrecipient agrees that County and any of its duly authorized representatives (which may include
State authorities, Federal agencies (including, but
not limited to, Comptroller of the United States,
Office of the Inspector General and General
Accounting Office) and/or any of their duly
authorized representatives), shall have both access
to and the right to examine, audit, excerpt, copy, or
transcribe any pertinent transaction, activity, or
record relating to this Subaward, any books,
documents, papers and records of Subrecipient that
are directly pertinent to this Subaward (as
determined by County and its duly authorized
representatives). The rights of access which
are outlined in this Subaward shall not be limited to
the authorized retention period but shall last as long
as the records are retained.

8.38.2.2 If this Subaward (or any part thereof) is terminated, Subrecipient shall preserve and make all records,
relating to the Work terminated, available during the
authorized retention period of this Subaward.

Subrecipient shall ensure that any resource
directories and all Client records remain the
property of County upon termination of this
Subaward, and that they are returned to County or
transferred to another subrecipient as instructed by
County in writing.

8.38.2.3 In the event of any litigation, claim, negotiation, audit exception or other action involving the
records, Subrecipient shall maintain all records
relative to such action and shall make them
available to County and/or its duly authorized
representatives until every action has been cleared
to the satisfaction of County and/or its duly
authorized representatives, and such clearance
must be evidenced to Subrecipient in writing.

8.38.2.4 County reserves the right to take physical
custody of Subrecipient's records when any of the
following situations occur: in the event that
a potential litigation may be levied against
Subrecipient for its Work performed under this
Subaward; when County determines that
Subrecipient is at a high risk of ceasing its
operations during any time within the Subaward
term or prior to the end of the retention period;
when County determines that the records have
long-term value; and/or, in the event that County
and Subrecipient terminate the contractual
relationship. For purposes of this Subaward, high
risk is determined by County using criteria which
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includes but is not limited to the following: history of unsatisfactory contractual performance; financial
instability or insolvency; documented evidence of
an inadequate management system and lack of
internal controls; non-conformance to the terms and
conditions of previous awards; non-responsible;
and/or history of disallowed costs.

8.38.3 Monitoring Reviews

8.38.3.1 Subrecipient shall provide the Services herein under the general supervision of County's
Department Head and his/her authorized
administrators who are designated in Paragraph 6.0
(Administration of Subaward-County). County shall
supervise, monitor and specify the kind, quality,
appropriateness, timeliness and amount of the
Services to be provided by Subrecipient as well as
the criteria for determining the persons to be served
(Clients). Subrecipient shall extend to County and
to representatives authorized by County (including,
but not limited to, State and Federal
representatives) the right to observe, review and
monitor Subrecipient's facilities, programs, records,
procedures, performance, activities, or documents,
which are used under this Subaward. Subrecipient
shall provide County (or other designated
authorities) the right to conduct such reviews at any
time during County's business hours. County (or
other designated authorities) shall not unreasonably
interfere with Subrecipient's performance. The
requirements of this Subparagraph 8.38 shall also
apply to Lower Tier Subrecipients providing
Services on behalf of Subrecipient.

8.38.3.2 County will monitor Subrecipient's
Services provided under this Subaward on a regular
basis and County may conduct unannounced site
visits to ensure Subrecipient's compliance with this
Subaward. County will summarize the results of the
monitoring efforts in written reports, which shall be
supported with documented evidence of follow-up
actions taken to correct areas of non-compliance.

Monitoring activities may include, but are not limited
to interviewing Subrecipient employees and, when
applicable, Clients; entering any premises or any
site in which any of the Services or activities funded
are being conducted or in which any records of
Subrecipient are kept; etc. All information will be
maintained in a confidential manner in accordance
with any and all Federal, State and local laws.

8.38.3.3 Subrecipient shall be responsible for monitoring the activities of its Lower Tier Subrecipient(s) providing
Services under this Subaward. Subrecipient shall
conduct on-site fiscal and program monitoring
reviews which shall be documented and maintained
on file according to the record retention
requirements provided in this Subparagraph 8.38.

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Subrecipient shall ensure that Lower Tier
Subrecipient(s) adheres to all requirements for
correcting areas of non-compliance, and
implements the corrective action plan which has
been approved by Subrecipient.

8.38.4 Independent Audit Requirements

8.38.4.1 Title 45 Code of Federal Regulations Part 75.500 et seq. and Title 2 Code of Federal Regulations Part
200.500 et seq. requires that organizations which
expend seven hundred fifty thousand dollars
($750,000) or more in a year in Federal awards,
including pass-through awards, shall obtain an
annual single audit. When Subrecipient's
organization meets this requirement (as specified in
Title 45 Code of Federal Regulations Part 75.500 et
seq. and Title 2 Code of Federal Regulations Part
200.500 et seq.), Subrecipient shall ensure that
such audit shall be conducted by an independent
auditor in accordance with the requirements
outlined in Title 45 Code of Federal Regulations
Part 75.500 et seq. and Title 2 Code of Federal
Regulations Part 200.500 et seq. (and any
amendments or supplements thereto). Subrecipient
shall submit an audit engagement letter as
confirmation of the audit to be conducted by the
independent auditor and such letter shall be
submitted to County's Compliance Manager in the
time and manner as directed by County. Upon
auditor's completion of the single audit,
Subrecipient shall obtain both the data collection
form and the reporting package (i.e., auditor's
report), as described in Title 45 Code of Federal
Regulations Part 75.500 et seq. and Title 2 Code of
Federal Regulations Part 200.500 et seq., from the
auditor for each audit period (i.e., each Fiscal Year
or Program Year). Subrecipient shall submit a copy
of the auditor's report to County's Compliance
Manager within thirty (30) days after receipt of
auditor's report but no later than nine (9) months
following the end of the audit period.

8.38.4.2 When the requirements provided above for
obtaining an annual audit do not apply to
Subrecipient for any Fiscal Year (or Program Year),
Subrecipient shall make its records available for
review or audit by County and any of its duly
authorized representatives (which may include
State authorities, Federal agencies (including, but
not limited to, Comptroller of the United States,
Office of the Inspector General and General
Accounting Office) and/or any of their duly
authorized representatives). Such review or
audit may include but is not limited to financial
audits, performance audits, evaluations,
inspections, monitoring, etc. as determined by
County and/or by any other oversight agency that is
responsible for overseeing Subaward Sums, the
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Program and Services. Subrecipient shall comply
with the review and audit requirements which shall
be identified in writing by County and/or its duly
authorized representatives.

8.38.4.3 In the event that an audit of Subrecipient is
conducted specifically regarding this Subaward by
any Federal or State auditor, or by any auditor or
accountant employed by Subrecipient or otherwise,
then Subrecipient shall file a copy of such audit
report with County's Compliance Manager within
thirty (30) days of Subrecipient's receipt thereof,
unless otherwise provided by applicable Federal or
State law or under this Subaward. Subject to
applicable law, County shall make a reasonable
effort to maintain the confidentiality of such audit
report(s).

8.38.4.4 If, at any time during the term of this Subaward or during the authorized retention period of this
Subaward as noted in Subparagraph 8.38.1,
representatives of County conduct an audit of
Subrecipient regarding the Work performed under
this Subaward, and if such audit finds that County's
dollar liability for any such Work is less than
payments made by County to Subrecipient, then the
difference shall be either: a) repaid by Subrecipient
to County by cash payment upon demand; or, b) at
the sole option of County of Los Angeles
Department of Auditor-Controller, deducted from
any amounts due to Subrecipient from County,
whether under this Subaward or otherwise. If such
audit finds that County's dollar liability for such
Work is more than the payments made by County
to Subrecipient, then the difference shall be paid to
Subrecipient by County by cash payment, provided
that in no event shall County's maximum obligation
for this Subaward exceed the funds appropriated by
County for the purpose of this Subaward.

8.38.5 Failure to Comply With Requirements

8.38.5.1 Failure on the part of Subrecipient to comply with any of the provisions of this Subparagraph 8.38
shall constitute a material breach of this Subaward
upon which County may terminate or suspend this
Subaward.

8.39 RECYCLED BOND PAPER

8.39.1 Consistent with the Board of Supervisors' policy to reduce the amount of solid waste deposited at Los Angeles County landfills, Subrecipient agrees to use recycled-content paper to the maximum extent possible on this Subaward.

8.40 LOWER TIER SUBAWARD

8.40.1 Subrecipient shall not delegate the requirements of this Subaward to a third-party ("Lower Tier Subrecipient") without the DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 184 of 1182
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advance written approval of County. Any attempt by
Subrecipient to enter into a Lower Tier Subaward for that purpose without the prior written consent of County shall be deemed a material breach of this Subaward. Subrecipient shall provide a draft copy of the proposed Lower Tier Subaward to County's Contract Manager, and shall allow County up to sixty (60) days to complete its review process. As such, Subrecipient shall ensure that it provides the Lower Tier Subaward to County well in advance of its intended date to execute the Lower Tier Subaward (i.e., in order for Subrecipient to meet its target date for executing the Lower Tier Subaward, Subrecipient shall factor up to sixty (60) days into its timeline to account for County's review process).

8.40.2 If Subrecipient desires to enter into a Lower Tier Subaward for the purpose of delegating any of the requirements of this Subaward, Subrecipient shall complete Exhibit Y (List of Lower Tier Subawards) and at County's request shall promptly provide the following information either on or along with Exhibit Y (List of Lower Tier Subawards):

8.40.2.1 Lower Tier Subrecipient's name and contact
information; a description of the Work to be
performed by Lower Tier Subrecipient; Lower Tier
Subaward number; and Lower Tier Subaward
amount.

8.40.2.2 A draft copy of the proposed Lower Tier Subaward.

8.40.2.3 Other pertinent information and/or certifications requested by County.

8.40.3 Subrecipient shall indemnify, defend, and hold County harmless with respect to the activities of each and every Lower Tier Subrecipient in the same manner and to the same degree as if such Lower Tier Subrecipient(s) was Subrecipient's employee.

8.40.4 Subrecipient shall remain fully responsible for all performances required of it under this Subaward, including those that Subrecipient has determined to grant through a Lower Tier Subaward, notwithstanding County's approval of Subrecipient's proposed Lower Tier Subaward.

8.40.5 County's consent to allow Subrecipient to enter into a Lower Tier Subaward with a third-party shall not waive County's right to prior and continuing approval of any and all personnel, including Lower Tier Subrecipient employees, providing Services under this Subaward. Subrecipient is responsible for notifying its Lower Tier Subrecipients of this County right.

8.40.6 County's Contract Manager is authorized to act for and on behalf of County with respect to approval of any Lower Tier Subaward and Lower Tier Subrecipient employees. After County's
approval of the Lower Tier Subaward, Subrecipient shall forward a copy of the fully executed Lower Tier Subaward to County's Contract Manager within five (5) days of its execution.

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8.40.7 Subrecipient shall be solely liable and responsible for all payments or other compensation to all Lower Tier Subrecipients and their officers, employees, agents, and successors in interest arising through Services performed hereunder, notwithstanding County's consent to allow Subrecipient to enter into such Lower Tier Subaward(s).

8.40.8 Subrecipient shall obtain current valid certificates of insurance, which establish that each Lower Tier Subrecipient maintains all the programs of insurance required by County in accordance with Subparagraph 8.24.9 (Lower Tier Subrecipient Insurance Coverage Requirements). In addition to meeting the
requirements noted in Subparagraph 8.24 (General Provisions for All Insurance Coverage) and Subparagraph 8.25 (Insurance Coverage), such certificates of insurance shall also indicate the Lower Tier Subaward number for each Lower Tier Subrecipient.

Before any Lower Tier Subrecipient employee performs any Work hereunder, Subrecipient shall ensure delivery of all such documents to County's Contract Manager or designee.

8.40.9 Amending a Lower Tier Subaward may be initiated by either Subrecipient or County. When an amendment is initiated by County, County shall outline the reason(s) for the amendment and Subrecipient shall comply with County's request. All Lower Tier Subaward amendments are subject to review and must be approved in writing by County before they are executed.

Subrecipient shall provide a draft copy of the proposed amendment to County's Contract Manager, and shall allow County up to thirty (30) days to complete its review process.

After County's approval of Subrecipient's amendment,
Subrecipient shall forward a copy of the fully
executed amendment to County's Contract Manager within five (5) days of its execution.

8.40.10 Subrecipient shall adhere to all applicable Federal, State and/or County requirements for the procurement of a Lower Tier Subrecipient(s) and/or vendor services using Subaward Sums.

8.40.11 In the event County approves Subrecipient's request to delegate any part of the requirements of this Subaward through a Lower Tier Subaward, all applicable provisions and requirements of this Subaward shall be made applicable to such Lower Tier
Subaward. To this end, Subrecipient shall include the following provision in the Lower Tier Subaward: This agreement is a Lower Tier Subaward under the terms of a prime Subaward (identified as Subaward Number ENP202106) with County of Los Angeles Workforce Development, Aging and Community
Services and shall be subject to all of the provisions of such prime Subaward. All representations and warranties under this Lower Tier Subaward shall inure to the benefit of County of Los Angeles.

8.40.12 Pursuant to the provisions of this Subaward, County has the right to review and consent (or not consent) to Subrecipient's use of Lower Tier Subrecipients that have been procured in compliance with State and/or federal guidelines applicable to the funding source(s) identified in Subparagraph 5.1.2 (Funding
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Subaward shall not be deemed as validation of the procurement method used by Subrecipient, and only reflects County's approval as to the form of the Lower Tier Subaward terms and conditions as well as the services being provided under such agreement.

8.40.13 When entering into a Lower Tier Subaward with a qualified organization, Subrecipient shall maintain documentation that supports/justifies the procurement method and evaluation process used by Subrecipient to select the qualified vendor for a Lower Tier Subaward. County's continuing consent to a Lower Tier Subaward is contingent upon Subrecipient's assurance that the procurement process was compliant with the requirements noted herein as well as all other Subaward requirements, and that the Lower Tier Subrecipient continues to retain staff and infrastructure experienced with providing the necessary services.

8.40.14 This Subaward and any approved Lower Tier Subaward are subject to monitoring and/or review by County, State, and/or federal funding authorities. If Subrecipient executes a Lower Tier Subaward that is deemed non-compliant with the
requirements of this Subaward or applicable federal, State, or County regulations, any costs incurred under that Lower Tier Subaward may be disallowed, resulting in Subrecipient's liability to County for the repayment of any charged costs and/or not being reimbursed for any of those incurred costs yet to be billed.

8.40.15 Subrecipient shall ensure that its Lower Tier Subrecipient(s) complies with the requirements of California Public Contract Code Section 2010 by submitting a completed Exhibit DD
(California Civil Rights Laws Certification) for Lower Tier Subrecipient(s) as a condition of executing this Subaward.

8.41 TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN

COMPLIANCE WITH COUNTY'S CHILD SUPPORT COMPLIANCE

PROGRAM

8.41.1 Failure of Subrecipient (that is, "Contractor") to maintain compliance with the requirements set forth in Subparagraph 8.14 (Contractor's Warranty of Adherence to County's Child Support Compliance Program), shall constitute default under this Subaward (that is, "Contract"). Without limiting the rights and remedies available to County under any other provision of this Contract, failure of Contractor to cure such default within ninety (90) calendar days of written notice shall be grounds upon which County may terminate this Contract pursuant to Subparagraph

8.43 (Termination for Default) and pursue debarment of
Contractor, pursuant to Los Angeles County Code Chapter

2.202.

8.42 TERMINATION FOR CONVENIENCE

8.42.1 County may terminate this Subaward, in whole or in part, from time to time or permanently, when such action is deemed by County, in its sole discretion, to be in its best interest.

Termination of Work hereunder shall be effected by notice of termination to Subrecipient specifying the extent to which performance of Work is terminated and the date upon which such termination becomes effective. The date upon which such termination becomes effective shall be no less than thirty (30) DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 187 of 1182
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calendar days after the notice is sent.

8.42.2 Upon receipt of a notice of termination and except as otherwise directed by County, Subrecipient shall immediately:

8.42.2.1 Stop Work under this Subaward on the date and to the extent specified in such notice;

8.42.2.2 Complete performance of such part of the Work as shall not have been terminated by such notice;

8.42.2.3 Transfer title and deliver to County all completed Work and Work in progress.

8.42.3 All material including books, records, documents, or other evidence bearing on the costs and expenses of Subrecipient under this Subaward shall be maintained by Subrecipient in accordance with Subparagraph 8.38 (Record Retention,
Inspection and Audit Settlement).

8.43 TERMINATION FOR DEFAULT

8.43.1 County may, by written notice to Subrecipient, terminate the whole or any part of this Subaward, if, in the judgment of County:

8.43.1.1 Subrecipient has materially breached this
Subaward; or

8.43.1.2 Subrecipient fails to timely provide and/or
satisfactorily perform any task, deliverable, Service,
or other work required under this Subaward; or

8.43.1.3 Subrecipient fails to demonstrate a high probability of timely fulfillment of performance requirements
under this Subaward, or of any obligations of this
Subaward and in either case, fails to demonstrate
convincing progress toward a cure within five (5)
business days (or such longer period as County
may authorize in writing) after receipt of written
notice from County specifying such failure.

8.43.2 In the event that County terminates this Subaward in whole or in part as provided in Subparagraph 8.43.1, County may procure, upon such terms and in such manner as County may deem
appropriate, goods and Services similar to those so terminated.

Subrecipient shall be liable to County for any and all excess costs incurred by County, as determined by County, for such similar goods and Services. Subrecipient shall continue the performance of this Subaward to the extent not terminated under the provisions of this Subparagraph 8.43.

8.43.3 Except with respect to defaults of any Lower Tier Subrecipient, Subrecipient shall not be liable for any such excess costs of the type identified in Subparagraph 8.43.2 if its failure to perform this Subaward arises out of causes beyond the control and without the fault or negligence of Subrecipient. Such causes may include, but are not limited to: acts of nature or of the public enemy, acts of County in either its sovereign or contractual DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 188 of 1182
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capacity, acts of Federal or State governments in their sovereign capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case, the failure to perform must be beyond the control and without the fault or negligence of Subrecipient. If the failure to perform is caused by the default of a Lower Tier Subrecipient, and if such default arises out of causes beyond the control of both Subrecipient and Lower Tier Subrecipient, and without the fault or negligence of either of them, Subrecipient shall not be liable for any such excess costs for failure to perform, unless the goods or Services to be furnished by the Lower Tier Subrecipient were obtainable from other sources in sufficient time to permit Subrecipient to meet the required performance schedule. As used in this Subparagraph 8.43, the term "Lower Tier
Subrecipient(s)" means Lower Tier Subrecipient(s) at any tier.

8.43.4 If, after County has given notice of termination under the provisions of this Subparagraph 8.43, it is determined by County that Subrecipient was not in default under the provisions of this Subparagraph 8.43, or that the default was excusable under the provisions of Subparagraph 8.43.3, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to Subparagraph 8.42 (Termination for Convenience).

8.43.5 The rights and remedies of County provided in this Subparagraph 8.43, shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Subaward.

8.44 TERMINATION FOR IMPROPER CONSIDERATION

8.44.1 County may, by written notice to Subrecipient (that is, "Contractor"), immediately terminate the right of Contractor to proceed under this Subaward (that is, "Contract") if it is found that consideration, in any form, was offered or given by Contractor, either directly or through an intermediary, to any County officer, employee, or agent with the intent of securing this Contract or securing favorable treatment with respect to the award, amendment, or extension of this Contract or the making of any determinations with respect to Contractor's performance pursuant to this Contract. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

8.44.2 Contractor shall immediately report any attempt by a County officer or employee to solicit such improper consideration. The report shall be made either to County manager charged with the supervision of the employee or to County of Los Angeles Department of Auditor-Controller's Employee Fraud Hotline at (800) 544-6861.

8.44.3 Among other items, such improper consideration may take the form of cash, discounts, services, the provision of travel or entertainment, or tangible gifts.

8.45 TERMINATION FOR INSOLVENCY
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8.45.1 County may terminate this Subaward forthwith in the event of the occurrence of any of the following:

8.45.1.1 Insolvency of Subrecipient. Subrecipient shall be deemed to be insolvent if it has ceased to pay its
debts for at least sixty (60) days in the ordinary
course of business or cannot pay its debts as they
become due, whether or not a petition has been
filed under the Federal Bankruptcy Code and
whether or not Subrecipient is insolvent within the
meaning of the Federal Bankruptcy Code;

8.45.1.2 The filing of a voluntary or involuntary petition regarding Subrecipient under the Federal
Bankruptcy Code;

8.45.1.3 The appointment of a Receiver or Trustee for
Subrecipient; or

8.45.1.4 The execution by Subrecipient of a general
assignment for the benefit of creditors.

8.45.2 The rights and remedies of County provided in this Subparagraph 8.45 shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Subaward.

8.46 TERMINATION FOR NON - ADHERENCE OF COUNTY LOBBYIST

ORDINANCE

8.46.1 Subrecipient (that is, "Contractor") and each County Lobbyist or County Lobbying firm, as defined in Los Angeles County Code Section 2.160.010, retained by Contractor shall fully comply with County's Lobbyist Ordinance, Los Angeles County Code Chapter

2.160. Failure on the part of Contractor or any County Lobbyist or County Lobbying firm retained by Contractor to fully comply with County's Lobbyist Ordinance shall constitute a material breach of this Subaward (that is, "Contract"), upon which County may in its sole discretion, immediately terminate or suspend this Contract.

8.47 TERMINATION FOR NON - APPROPRIATION OF FUNDS

8.47.1 Notwithstanding any other provision of this Subaward, County shall not be obligated for Subrecipient's performance hereunder or by any provision of this Subaward during any of County's future Fiscal Years unless and until County's Board of
Supervisors appropriates funds for this Subaward in County's budget for each such future Fiscal Year. In the event that funds are not appropriated for this Subaward, then this Subaward shall terminate as of June 30 of the last Fiscal Year for which funds were appropriated. County shall notify Subrecipient in writing of any such non-allocation of funds at the earliest possible date.

8.48 VALIDITY

8.48.1 If any provision of this Subaward or the application thereof to any person or circumstance is held invalid, the remainder of this Subaward and the application of such provision to other persons DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 190 of 1182
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or circumstances shall not be affected thereby.

8.49 WAIVER

8.49.1 No waiver by County of any breach of any provision of this Subaward shall constitute a waiver of any other breach or of such provision. Failure of County to enforce at any time, or from time to time, any provision of this Subaward shall not be construed as a waiver thereof. The rights and remedies set forth in this Subparagraph 8.49, shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Subaward.

8.50 WARRANTY AGAINST CONTINGENT FEES

8.50.1 Subrecipient warrants that no person or selling agency has been employed or retained to solicit or secure this Subaward upon any agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by Subrecipient for the purpose of securing business.

8.50.2 For breach of this warranty, County shall have the right to terminate this Subaward and, at its sole discretion, deduct from the Subaward Sum or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee.

8.51 WARRANTY OF COMPLIANCE WITH COUNTY'S DEFAULTED

PROPERTY TAX REDUCTION PROGRAM

8.51.1 Subrecipient acknowledges that County has established a goal of ensuring that all individuals and businesses that benefit financially from County through contract are current in paying their property tax obligations (secured and unsecured roll) in order to mitigate the economic burden otherwise imposed upon County and its taxpayers. Unless Subrecipient qualifies for an exemption or exclusion, Subrecipient warrants and certifies that to the best of its knowledge it is now in compliance, and during the term of this Subaward will maintain compliance, with Los Angeles County Code Chapter 2.206. Prior to the
commencement of this Subaward, Subrecipient shall complete Exhibit U (Certification of Compliance with County's Defaulted Property Tax Reduction Program) and submit it to County's Contract Manager in the time and manner as designated by County.

8.52 TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN

COMPLIANCE WITH COUNTY' S DEFAULTED PROPERTY TAX

REDUCTION PROGRAM

8.52.1 Failure of Subrecipient to maintain compliance with the requirements set forth in Subparagraph 8.51 (Warranty of Compliance with County's Defaulted Property Tax Reduction Program), shall constitute default under this Subaward. Without limiting the rights and remedies available to County under any other provision of this Subaward, failure of Subrecipient to cure such default within ten (10) days of notice shall be grounds upon which County may terminate this Subaward and/or pursue
debarment of Subrecipient, pursuant to Los Angeles County DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 191 of 1182
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Code Chapter 2.206.

8.53 TIME OFF FOR VOTING

8.53.1 Subrecipient shall notify and provide its employees, and shall require each Lower Tier Subrecipient to notify and provide its employees, information regarding the time off for voting law pursuant to California Elections Code (EC) Section 14000. Not less than ten (10) days before every statewide election, Subrecipient and its Lower Tier Subrecipient(s) shall keep posted conspicuously at the place of work, if practicable, or elsewhere where it can be seen as employees come or go to their place of work, a notice setting forth the provisions of EC 14000.

8.54 COMPLIANCE WITH COUNTY'S ZERO TOLERANCE HUMAN

TRAFFICKING POLICY

8.54.1 Subrecipient (that is, "Contractor") acknowledges that County has established a Zero Tolerance Human Trafficking Policy which prohibits Contractor and member of Contractor's staff from engaging in human trafficking.

8.54.2 If Contractor or member of Contractor's staff is convicted of a human trafficking offense, County shall require that Contractor or member of Contractor's staff be removed immediately from performing Services under this Subaward (that is, "Contract").

County will not be under any obligation to disclose confidential information regarding the offense(s) other than those required by law.

8.54.3 Disqualification of Contractor or member of Contractor's staff pursuant to this Subparagraph 8.54 shall not relieve Contractor of its obligation to complete all Work in accordance with the terms and conditions of this Contract.

8.55 INTENTIONALLY OMITTED

8.56 COMPLIANCE WITH FAIR CHANCE EMPLOYMENT PRACTICES

8.56.1 Subrecipient (that is, "Contractor") shall comply with fair chance employment hiring practices set forth in California Government Code Section 12952, Employment Discrimination: Conviction History. Contractor's violation of this Subparagraph 8.56 may constitute a material breach of this Subaward (that is, "Contract"). In the event of such material breach, County may, in its sole discretion, terminate this Contract.

8.57 COMPLIANCE WITH COUNTY POLICY OF EQUITY

8.57.1 Subrecipient acknowledges that County takes its commitment to preserving the dignity and professionalism of the workplace very seriously, as set forth in County Policy of Equity ("CPOE") (https://ceop.lacounty.gov/). Subrecipient further acknowledges that County strives to provide a workplace free from
discrimination, harassment, retaliation and inappropriate conduct based on a protected characteristic, and which may violate the CPOE. Subrecipient, its employees and Lower Tier
Subrecipient(s) acknowledge and certify receipt and
understanding of the CPOE. Failure of Subrecipient, its employees or its Lower Tier Subrecipient(s) to uphold County's expectations of a workplace free from harassment and
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discrimination, including inappropriate conduct based on a protected characteristic, may subject Subrecipient to termination of contractual agreements as well as civil liability.

8.58 PROHIBITION FROM PARTICIPATION IN FUTURE SOLICITATION(S)

8.58.1 A Proposer, or a Subrecipient (that is, "Contractor") or its subsidiary or Lower Tier Subrecipient (that is, "Subcontractor") ("Proposer/Contractor"), is prohibited from submitting a bid or proposal in a County solicitation if Proposer/Contractor has provided advice or consultation for the solicitation. A Proposer/Contractor is also prohibited from submitting a bid or proposal in a County solicitation if Proposer/Contractor has developed or prepared any of the solicitation materials on behalf of County. A violation of this provision shall result in the disqualification of Proposer/Contractor from participation in County solicitation or the termination or cancellation of any resultant County contract. This provision shall survive the expiration, or other termination of this Subaward (that is, "Agreement").

9.0 UNIQUE TERMS AND CONDITIONS

9.1 ALLEGATIONS OF FRAUD AND/OR ABUSE

9.1.1 Fraud Prevention Reporting

9.1.1.1 Subrecipient's staff working on this Subaward shall immediately report all suspected or actual instances
of fraud as designated in Exhibit Q (Accounting,
Administration and Reporting Requirements).

9.1.2 Child Abuse Reporting

9.1.2.1 Subrecipient's staff working on this Subaward shall comply with the Child Abuse and Neglect Reporting
Act (California Penal Code (PC) Section 11164 et
seq.), and shall report all known and suspected
instances of child abuse to an appropriate child
protective agency, as mandated by the referenced
Penal Code. Additionally, Subrecipient's staff
working on this Subaward shall also report such
abuse to the County of Los Angeles Department of
Children and Family Services by calling the hotline
at (800) 540-4000 within twenty-four (24) hours of
discovering or suspecting the abuse. Subrecipient's
staff shall submit all required information to the
appropriate authorities in accordance with PC
Sections 11166 and 11167.

9.1.3 Elder and Dependent Adult Abuse Reporting

9.1.3.1 Subrecipient's staff working on this Subaward shall comply with the Elder Abuse and Dependent Adult
Civil Protection Act (California Welfare and
Institutions Code (WIC) Section 15600 et seq.), and
shall report all known or suspected instances of
physical abuse of elders and dependent adults
either to an appropriate County adult protective
services agency or to a local law enforcement
agency, as mandated by the referenced Welfare
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and Institutions Code. Subrecipient's staff working
on this Subaward shall report the abuse and shall
submit all required information in accordance with
WIC Sections 15630, 15633 and 15633.5.

9.1.4 Withholding of Payment

9.1.4.1 In the event that allegations of fraud and/or abuse are levied against Subrecipient or any individual or
entity performing Work under this Subaward on
behalf of Subrecipient, County reserves the right to
withhold either ten percent (10%) of the Subaward
Sum allocated for any Fiscal Year under this
Subaward or the entire amount of the final year-end
invoice, whichever is greater, until a determination
is issued in writing by County that
withheld funds will be released to Subrecipient. For
purposes of this Subaward, fraud and abuse shall
include but are not limited to the following:
misapplication of funds; embezzlement; forgery;
theft; solicitation and receipt of bribes; falsification of records; inauditable records; unsupported or
undocumented Subaward expenditures; inaccurate
fiscal and/or Program reports; misuse of fixed
assets or non-fixed assets purchased with
Subaward Sums (when the procurement of such
assets are authorized in this Subaward); violation of
conflict of interest requirements; etc.

9.2 AMERICANS WITH DISABILITIES ACT (ADA)

9.2.1 Subrecipient shall abide by all applicable Federal, State and local laws including the Americans with Disabilities Act (ADA) and its requirement to provide reasonable accommodations and auxiliary aids or services, unless compliance with the ADA would place an undue financial burden on, or would fundamentally alter the nature of, Subrecipient's operations. Subrecipient shall submit demonstrable evidence of such undue financial burden to County in such circumstances.

9.3 CONTRACTOR'S CHARITABLE ACTIVITIES COMPLIANCE

9.3.1 The Supervision of Trustees and Fundraisers for Charitable Purposes Act regulates entities receiving or raising charitable contributions. The "Nonprofit Integrity Act of 2004" (Senate Bill 1262, Chapter 919) increased Charitable Purposes Act
requirements. By requiring Subrecipient (that is, "Contractor") to complete Exhibit O (Charitable Contributions
Certification), County seeks to ensure that all County contractors which receive or raise charitable contributions comply with California law in order to protect Los Angeles County and its taxpayers. When Contractor receives or raises charitable contributions without complying with its obligations under California law, Contractor commits a material breach subjecting it to termination of this Subaward (that is, "Contract"), debarment proceedings or both (Los Angeles County Code Chapter 2.202).

Prior to the commencement of this Contract, Contractor shall submit the completed Exhibit O (Charitable Contributions Certification) to County's Contract Manager in the time and manner as designated by County.

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9.4 HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA)

9.4.1 County is subject to the Administrative Simplification requirements and prohibitions of the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"), and regulations promulgated thereunder, including the Privacy, Security, Breach Notification, and Enforcement Rules which are outlined in Title 45 Code of Federal Regulations Sections 160 and 164 (collectively "HIPAA Rules"). Under this Subaward, Subrecipient provides Services to County and Subrecipient creates, has access to, receives, maintains, or transmits Protected Health Information as defined in Exhibit N (Business Associate Agreement Under the Health Insurance Portability and Accountability Act of 1996 (HIPAA)) in order to provide those Services. County and Subrecipient therefore agree to the terms of Exhibit N (Business Associate Agreement Under the Health Insurance Portability and Accountability Act of 1996 (HIPAA)).

9.5 FIXED ASSETS, NON-FIXED ASSETS AND SUPPLIES

9.5.1 Subrecipient may use Subaward Sums to purchase Fixed Assets, Non-Fixed Assets and Supplies, which are defined in Exhibit S (Purchase, Inventory and Disposal Requirements for Fixed Assets, Non-Fixed Assets and Supplies) contingent upon County's prior approval. Subrecipient shall adhere to the purchase, inventory and disposal requirements for all Fixed Assets, Non-Fixed Assets and Supplies purchased with
Subaward Sums, as provided by Federal and State regulations as well as the requirements outlined in Exhibit S (Purchase, Inventory and Disposal Requirements for Fixed Assets,
Non-Fixed Assets and Supplies).

9.5.2 This Subaward involves the furnishing of equipment, materials and/or supplies. As such, it is unlawful for Subrecipient when engaged in business within the State to use any article or product as a "loss leader" as defined in the Business and Professions Code Section 17030.

9.6 LIMITATION ON CORPORATE ACTS

9.6.1 Subrecipient shall not amend its articles of incorporation or bylaws, move to dissolve or transfer any assets obtained using Subaward Sums, or take any other steps which may materially affect the performance of this Subaward without first notifying County in writing no less than thirty (30) days prior to said action. Subrecipient shall notify County's Contract Manager immediately in writing of any change in Subrecipient's corporate name.

9.6.2 If, in County's sole discretion, the steps taken by Subrecipient are determined to materially affect Subrecipient's performance of this Subaward, County may, at its sole discretion, take any (or all) of the following actions:

9.6.2.1 Require Subrecipient to remedy the areas that
affect Subrecipient's ability to perform its obligations under this Subaward.

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9.6.2.2 Suspend Subrecipient from performing (and
receiving payment for) Subaward tasks until a
remedy has been reached.

9.6.2.3 Terminate this Subaward pursuant to
Subparagraph 8.43 (Termination for Default).

9.7 INTENTIONALLY OMITTED

9.8 MANDATORY REQUIREMENT TO REGISTER ON COUNTY'S WEBVEN

9.8.1 Subrecipient represents and warrants that it has registered in Los Angeles County's vendor registration system ("WebVen").

The WebVen contains Subrecipient's business profile and identifies the goods/services being provided by Subrecipient.

Subrecipient shall ensure that it updates its vendor profile whenever changes occur to Subrecipient's operations by
accessing the WebVen site located on-line at:
http://camisvr.co.la.ca.us/webven/. County shall use the data obtained from Subrecipient's WebVen profile to ensure that Subrecipient's information is consistent with Subaward records (e.g., Subrecipient's legal name, as reflected in its WebVen profile, shall be used in all Subaward documents).

9.9 MODIFICATIONS

9.9.1 Modifications to this Subaward

9.9.1.1 This Subaward fully expresses the agreement of
the parties. Any modification to this Subaward must
be by means of a separate written document
approved by County. No oral conversation between
any officer, employee or agent of the parties shall
modify or otherwise amend this Subaward in any
way. For purposes of this Subparagraph 9.9, a
Modification:

9.9.1.1.1 Is a mechanism that allows Subrecipient
to revise its Budget(s) or Services
during the Fiscal Year or Program
Year without adversely affecting
Subrecipient's ability to fulfill its
obligations under this Subaward (i.e.,
such Modification shall not materially
change Subrecipient's obligation to
provide the Services outlined in Exhibit
A (Statement of Work)).

9.9.1.1.2 Allows Subrecipient to fully utilize
Subaward Sums to fulfill the
requirements of this Subaward and
adequately cover the provision of
Services.

9.9.1.1.3 Is approved by County in writing, must
be in the best interests of County and
Subrecipient shall adhere to it in its
entirety.

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9.9.1.2 Any Modification, as described below, shall not change the terms, goals or requirements of this
Subaward. Such Modification provides
Subrecipient some flexibility to operate within the
terms of this Subaward in order to fully utilize
Subaward Sums and to achieve Subrecipient's
performance goals. Subrecipient's request for
Modifications, either budgetary or programmatic,
must be submitted in writing to either County's
Contract Manager or County's Program Manager,
respectively. Subrecipient shall not request a
Modification during the first quarter and during the
last two (2) months of the current Fiscal Year or
Program Year (except where a written waiver is
requested by Subrecipient and granted by County).

9.9.2 Budget Modifications

9.9.2.1 The movement of funds within an approved
Budget(s) from one line item to another line item is
classified as a Budget Modification. For the entirety
of any Fiscal Year or Program Year, a Budget
Modification shall not exceed twenty
percent (20%) of the baseline amount allocated to
the line items being modified (i.e.,
Subrecipient's movement of funds among line items
shall not cause one line item to be reduced or
increased by more than twenty percent (20%) of its
baseline amount). For purposes of this
Subparagraph 9.9, baseline is defined as the
original amount allocated at the beginning of a
Fiscal Year or Program Year; for Fiscal Years or
Program Years following the first Fiscal Year or
Program Year, such amount may differ from what is
reflected in the original Subaward. A Budget
Modification shall not change the Subaward Sum
allocated for any Fiscal Year or Program Year
under this Subaward. Subrecipient shall notify
County's Contract Manager in writing to request
authorization prior to submitting a Budget
Modification. On the date County approves a
Budget Modification, such Budget Modification
shall supersede any prior Budget Modification(s)
approved by County within the same Fiscal Year or
Program Year (i.e., when Subrecipient's Budget
Modification number two (2) is approved by County,
it becomes effective upon the approval date and
Subrecipient's Budget Modification number one (1)
is no longer effective as of that same date).

9.9.3 Program Modifications

9.9.3.1 The movement of Services from one Service
category (as defined in Exhibit A (Statement of
Work)) to another is classified as a Program
Modification. Subrecipient shall notify County's
Program Manager in writing to request authorization
prior to submitting a Program Modification. On the
date County approves a Program Modification, such
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Program Modification shall supersede any prior
Program Modification(s) approved by County within
the same Fiscal Year or Program Year (i.e., when
Subrecipient's Program Modification number two (2)
is approved by County, it becomes effective upon
the approval date and Subrecipient's
Program Modification number one (1) is no longer
effective as of that same date).

9.10 NEPOTISM

9.10.1 Subrecipient certifies that it shall not hire nor permit the hiring of any person in a position funded under this Subaward if a member of the person's immediate family is employed in an administrative capacity by Subrecipient. For purposes of this Subparagraph 9.10, the term "immediate family" means spouse (common law or otherwise, and including domestic partner), child, mother, father, brother, sister, brother-in- law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, father-in-law, aunt, uncle, niece, nephew, step-parent, step-child, or such other relationship which would give rise to a substantial appearance of impropriety if the person were to be hired by Subrecipient. The term "administrative capacity" means a position that has overall administrative responsibility for the Program, including but not limited to selection, hiring, or supervisory responsibilities.

9.11 OWNERSHIP OF MATERIALS, SOFTWARE AND COPYRIGHT

9.11.1 County shall be the sole owner of all right, title and interest, including copyright, in and to all software, plans, diagrams, facilities, and tools ("materials") which are originated or created through Subrecipient's Work pursuant to this Subaward.

Subrecipient, for valuable consideration herein provided, shall execute all documents necessary to assign and transfer to, and vest in County all of Subrecipient's right, title and interest in and to such original materials, including any copyright, patent and trade secret rights which arise pursuant to Subrecipient's Work under this Subaward.

9.11.2 During the term of this Subaward and during the authorized retention period of this Subaward, Subrecipient shall maintain and provide security for all of Subrecipient's working papers prepared under this Subaward. County shall have the right to inspect, copy and use at any time during the term of this Subaward and during the authorized retention period of this Subaward, any and all such working papers and all information contained therein.

9.11.3 Any and all materials, software and tools which are developed or were originally acquired by Subrecipient outside the scope of this Subaward, which Subrecipient desires to use hereunder, and which Subrecipient considers to be proprietary or confidential, must be specifically identified by Subrecipient to County's Contract Manager as proprietary or confidential, and shall be plainly and prominently marked by Subrecipient as "Proprietary" or "Confidential" on each appropriate page of any document containing such material.

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proprietary and/or confidential items are safeguarded and held in confidence. County agrees not to reproduce, distribute or disclose to non-County entities any such proprietary and/or confidential items without the prior written consent of Subrecipient.

9.11.5 Notwithstanding any other provision of this Subaward, County will not be obligated to Subrecipient in any way under
Subparagraph 9.11.4 for any of Subrecipient's proprietary and/or confidential items which are not plainly and prominently marked with restrictive legends as required by Subparagraph 9.11.3 or for any disclosure which County is required to make under any Federal or State law or order of court.

9.11.6 Notwithstanding any other provision of this Subaward, County and Subrecipient agree that County shall have all ownership rights of software or modification thereof and associated documentation designed, developed or installed using Federal financial participation. The Federal government shall have a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use and to authorize others to use for Federal government purposes, such software, modifications and documentation. Notwithstanding any other provision of this Subaward, proprietary operating/vendor software packages, which are provided at established catalog or market prices and sold or leased to the general public, shall not be subject to the ownership provisions of this Subparagraph 9.11.

9.11.7 All the rights and obligations of this Subparagraph 9.11 shall survive the expiration or termination of this Subaward.

9.12 PATENT, COPYRIGHT AND TRADE SECRET INDEMNIFICATION

9.12.1 Subrecipient shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third-party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of Subrecipient's Work under this Subaward. County shall inform Subrecipient as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support Subrecipient's defense and settlement thereof.

9.12.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County's continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, Subrecipient, at its sole expense, and providing that County's continued use of the system is not materially impeded, shall either:

9.12.2.1 Procure for County all rights to continued use of the questioned equipment, part, or software product; or

9.12.2.2 Replace the questioned equipment, part, or
software product with a non-questioned item; or
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9.12.2.3 Modify the questioned equipment, part, or software so that it is free of claims.

9.12.3 Subrecipient shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by Subrecipient, in a manner for which the questioned product was not designed nor intended.

9.13 PROBATION AND SUSPENSION

9.13.1 Subrecipient may be placed on probation, suspension or a combination thereof when County determines that Subrecipient is not in compliance with any Service, Work, task, deliverable or requirement outlined in this Subaward and/or when Subrecipient has demonstrated a consistent and significant lack of
achievement of the Subaward goals (including, but not limited to, meeting the requirements for Program performance, the
Budget(s), expenditures, staffing, administration, etc.). County shall notify Subrecipient in writing in the event that Subrecipient is placed on probation, suspension or a combination thereof.

9.13.2 Probation

9.13.2.1 Probation as used herein shall mean a specified period of time (as determined by County) during
which Subrecipient must remedy all areas of
non-compliance which have been identified by
County or its duly authorized representative(s).

County shall monitor Subrecipient's adherence to
such remedy(ies) during the probation.

9.13.2.2 When County places Subrecipient on probation,
County shall provide Subrecipient a written notice
indicating the reasons for the probation (which shall
include a description of the areas of Subrecipient's
non-compliance), the date upon which this
probation shall become effective, the date upon
which Subrecipient shall fully remedy all areas of
non-compliance and a determination as to whether
or not Subrecipient may continue to provide
Services during the probation.

9.13.2.3 Subrecipient's ability to obtain future funding may be impacted when Subrecipient does not remedy its
non-compliance during its probation and/or when
Subrecipient is placed on multiple probations (as
determined by County at County's sole discretion).

9.13.3 Suspension

9.13.3.1 Suspension as used herein shall mean a specified period of time (as determined by County) during
which County will withhold payment from
Subrecipient (i.e., suspension of
payment(s)), County will institute a temporary
curtailment of the Services provided by
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Subrecipient and its Lower Tier Subrecipient(s), if
any, (i.e., suspension of Work) or a combination
thereof. This Subaward may be suspended in
whole or in part, from time to time, when such
action is deemed by County in its sole discretion to
be in County's best interest. During the
suspension, Subrecipient has a continuing
obligation to remedy the areas of non-compliance
which have been identified by County or its duly
authorized representative(s). County shall monitor
Subrecipient's adherence to such remedy(ies)
during the suspension.

9.13.3.2 When County suspends Subrecipient, County shall provide Subrecipient a written notice indicating the
type of suspension, the reasons for such
suspension (which shall include a description of the
areas of Subrecipient's non-compliance), the date
upon which this suspension shall become effective,
the date upon which Subrecipient shall fully remedy
all areas of non-compliance and a determination as
to whether or not Subrecipient may continue to
provide Services which are not suspended during
the suspension. When County institutes a
temporary curtailment of Services, the written notice
shall include a description of the Service(s) being
suspended.

9.13.3.3 At County's sole discretion, when Subrecipient's payment(s) and/or Services are suspended, County
may also elect to transfer suspended Services from
Subrecipient to another subrecipient for a period of
time that will be determined solely by County.

Subrecipient's ability to obtain future funding may
be impacted when Subrecipient does not remedy its
non-compliance during its suspension and/or when
Subrecipient is placed on multiple suspensions (as
determined by County at County's sole discretion).

9.13.3.4 Upon receipt of a notice of suspension of Services and except as otherwise directed by County,
Subrecipient shall:

9.13.3.4.1 Stop providing Services under this
Subaward on the date and to the
extent specified in such notice.

9.13.3.4.2 Complete performance of such part of
the Services that is not suspended by
such notice.

9.13.3.5 Subrecipient shall be promptly paid for Services properly completed up until the time of suspension.

Such payment is contingent upon Subrecipient
properly completing and timely submitting its
invoice(s) for Services completed up until the
effective date of suspension.

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in the written notice of suspension provided to
Subrecipient, unless County provides written notice
to resume Services at an earlier date.

9.13.3.7 All other terms and remedies provided in this
Subaward, including provisions for Termination,
shall remain valid during any period of suspension.

9.13.4 In response to the notice of probation or suspension, Subrecipient shall submit a written Corrective Action Plan to County's Compliance Manager within ten (10) days of the postmark date indicated on the notice from County.

Subrecipient's Corrective Action Plan shall address all of the deficiencies noted by County.

9.13.5 County shall review Subrecipient's Corrective Action Plan, and will determine whether it meets the requirements for County's approval. County reserves the right to suspend/deduct
payments for or to terminate all or any part of this Subaward (and/or any of Subrecipient's other contracts with County) when Subrecipient submits a Corrective Action Plan that is not acceptable to County.

9.13.6 Subrecipient shall implement the Corrective Action Plan upon receiving County's final written approval of the Corrective Action Plan. Subrecipient's failure to comply with an approved Corrective Action Plan will be cause for material breach of this Subaward upon which County may pursue the remedies for
default of Subaward, including, but not limited to, reimbursement for all debt collection costs incurred by County.

9.14 TRANSITION OF SUBAWARD SERVICES

9.14.1 Completion of Subaward

9.14.1.1 Within sixty (60) calendar days prior to the
expiration of this Subaward (or shorter time period if
notified in writing by County), County will provide
Subrecipient written notice of the time period that
Subrecipient shall allow County or a newly selected
subrecipient a transition period for orientation
purposes and the orderly transition of Subrecipient's
current Services without additional costs to County.

Subrecipient shall continue to provide Services
timely and accurately so that the Services are
current at the expiration of this Subaward.

9.14.1.2 Subrecipient shall fulfill all responsibilities required under this Subaward including, but not limited to,
completing the closeout procedures identified in
Subparagraph 9.21.2 (Closeout Reporting
Requirements), implementing the approved
Transition Plan and performing any other
requirement(s) that County deems as reasonably
necessary to effectuate the successful transition of
Program Services to another Service provider.

County shall not be unreasonable in its request(s).

9.14.2 Transition Plan
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9.14.2.1 If this Subaward (or any part thereof) is terminated pursuant to any of the termination provisions
outlined herein or if it expires pursuant to Paragraph

4.0 (Term of Subaward), Subrecipient shall provide
a Transition Plan to County. Subrecipient shall
submit said Transition Plan to County's Contract
Manager within the timeframe designated by
County in the notice of termination or Subrecipient
shall submit it at least sixty (60) days prior to the
expiration of this Subaward as noted in Paragraph

4.0 (Term of Subaward).

9.14.2.2 County shall review Subrecipient's Transition Plan and will determine whether it meets the
requirements for County's approval. County
reserves the right to suspend/deduct payments
under this Subaward and/or under any of
Subrecipient's other contracts with County when
Subrecipient submits a Transition Plan that is not
acceptable to County. Subrecipient shall adhere to
the Transition Plan which, at a minimum, shall
include all of the elements outlined below.

9.14.3 Elements of the Transition Plan

9.14.3.1 Description of how Clients will be notified about the change in their Service provider.

9.14.3.2 Subrecipient's method to communicate with other organizations that can assist in locating alternative
Services.

9.14.3.3 Subrecipient's method to inform community referral sources of the pending termination of Services and
what alternatives, if any, exist for future referrals.

9.14.3.4 Subrecipient's method to evaluate Clients in order to assure appropriate placement that will allow
Clients to receive Services.

9.14.3.5 Subrecipient's method to transfer any confidential medical and Client records to the new subrecipient
in accordance with applicable provisions of the
Health Insurance Portability and Accountability Act
of 1996 or other Federal, State or local laws and
regulations.

9.14.3.6 Subrecipient's method to dispose of confidential records, which fall outside of the retention period
noted in Subparagraph 8.38 (Record Retention,
Inspection and Audit Settlement), in accordance
with applicable laws and regulations, and the terms
of this Subaward.

9.14.3.7 Subrecipient's plan to ensure provision of adequate staff to provide continued care through the
remaining term of this Subaward.

9.14.3.8 A fully documented inventory of all Fixed and
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Non-Fixed Assets as well as a method to dispose,
transfer or return to County all Fixed and Non-Fixed
Assets purchased with Subaward Sums during the
entire term of this Subaward.

9.14.3.9 Any additional information which may be necessary to effect a safe transition of Clients to other
community service providers.

9.14.4 Implementation of the Transition Plan

9.14.4.1 Subrecipient shall implement the Transition Plan that is approved by County. Subrecipient's failure
to provide and/or implement the Transition Plan as
prescribed herein shall mean that County will
provide Subrecipient a Transition Plan and
Subrecipient will implement the Transition Plan
provided by County. County will monitor
Subrecipient's progress in carrying out all elements
of the Transition Plan.

9.15 TRAVEL EXPENSES

9.15.1 Subrecipient shall obtain prior written approval from County's Contract Manager for any expenses under this Subaward
related to travel outside of Los Angeles County (out-of-town travel).

9.15.2 Subrecipient shall maintain written documentation evidencing that all out-of-town travel expenses are specifically related to providing Services under this Subaward, in conformity with the document retention requirements specified in Subparagraph 8.38 (Record Retention, Inspection and Audit Settlement).

9.15.3 Subrecipient shall ensure that no more than two (2) of its staff incur any out-of-town travel expenses at any time.

9.15.4 Subrecipient shall not invoice County if out-of-town travel expenses are incurred without proper documentation evidencing County's prior written approval.

9.15.5 Subrecipient's non-compliance with the requirements of this Subparagraph 9.15 will result in these costs being disallowed, payments being withheld or other remedy being applied as County shall determine to be appropriate.

9.16 DRUG-FREE WORKPLACE

9.16.1 Subrecipient and its Lower Tier Subrecipient(s) shall adhere to the requirements outlined in the California Drug-Free Workplace Act of 1990, as amended (California Government Code Section 8350 et seq.). Subrecipient and its Lower Tier Subrecipient(s) shall also adhere to the requirements outlined in the Federal Drug-Free Workplace Act of 1988, including its implementing regulations (Title 41 United States Code Section 701 et seq.).

Subrecipient and its Lower Tier Subrecipient(s) shall provide and maintain a drug-free workplace for all of their employees, and shall have a documented anti-drug policy and a drug-free awareness program. Violation of or non-compliance with these DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 204 of 1182
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requirements by Subrecipient, its Lower Tier Subrecipient or both shall subject Subrecipient to remedies available under the terms of this Subaward. Such remedies shall include
suspending Subrecipient's payments, placing Subrecipient on probation or suspension, terminating this Subaward or other available remedies which shall be determined by County at County's sole discretion.

9.16.2 Subrecipient shall provide a written drug-free workplace policy statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and stating the specific actions that will be taken for violations.

9.16.3 The ongoing drug-free awareness program must inform employees about the following: the dangers of drug abuse; available drug counseling, rehabilitation, and employee assistance programs; penalties that may be imposed; and, that employees are to be aware that Subrecipient and its Lower Tier Subrecipient(s) operate a drug-free workplace.

9.16.4 Subrecipient shall require its employees to report in writing any conviction for a violation of a criminal drug statute occurring in the workplace. Subrecipient shall provide written notice to County's Contract Manager within ten (10) days of having received such notice from employee(s). Within thirty (30) days of receiving the notice of a conviction, Subrecipient must have taken appropriate action against the employee(s) or have required employee's participation in a drug abuse assistance or rehabilitation program.

9.17 INFORMATION TECHNOLOGY, SECURITY AND PRIVACY

REQUIREMENTS

9.17.1 In the course of completing the Work and providing Services under this Subaward, Subrecipient shall use any Information Technology Systems (ITS) as designated by County. This
Subparagraph 9.17 sets forth the requirements for the ITS which Subrecipient shall use. This Subparagraph 9.17 also sets forth the security procedures for these systems which Subrecipient shall have in place by the effective date of this Subaward and which Subrecipient shall maintain throughout the Subaward term. They present a minimum standard only. Subrecipient shall implement appropriate administrative, physical and technical measures to secure its systems and data to protect and ensure the privacy, confidentiality, integrity and availability of County Information Assets as defined in Subparagraph 9.17.5 (County Information Assets) (which consists of but is not limited to confidential County data, Personally Identifiable Information, Protected Health Information and Medical Information) against internal and external threats, vulnerabilities and risks.

Subrecipient shall also continuously review and revise those measures to address ongoing threats, vulnerabilities and risks.

9.17.2 Subrecipient's failure to comply with the minimum standards set forth herein will constitute a material, non-curable breach of this Subaward, entitling County, in addition to and cumulative of all other remedies available to it at law, in equity, or under this Subaward, to immediately terminate this Subaward.

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9.17.3 Information Technology Systems - Contract Management System-Contractor's Gateway

9.17.3.1 County has implemented use of the Contract
Management System Contractor's Gateway
("Contractor's Gateway"), an automated system
designed to electronically manage this Subaward.

Subrecipient shall use the System to perform its
administrative contracting functions as directed by
County.

9.17.3.2 County has established policies concerning the access, use and maintenance of the Contractor's
Gateway. Subrecipient shall adhere to these
policies, which are identified in Exhibit V (Contract
Management System - Contractor's Gateway Terms
and Conditions of Use), instruction guides/tutorials
provided by County, training sessions conducted by
County, etc. Subrecipient's non-compliance with
these policies may subject Subrecipient to denial of
access to the Contractor's Gateway, suspension of
payment(s), termination of this Subaward, and/or
other remedies/actions which County may take at
its sole discretion under the terms of this Subaward
and/or applicable law or regulation.

9.17.4 Information Technology Systems - Management Information System

9.17.4.1 Data Entry

9.17.4.1.1 County has implemented use of the
Management Information System
(MIS), a computerized database
system that is used to record and track
Service delivery, Program data and
Client information. Subrecipient shall
use the MIS and all other systems
identified by County, including but not
limited to State and Federal programs,
applications, software, etc., to report
Program data as outlined herein and
as directed by County.

9.17.4.1.2 Subrecipient shall ensure the accuracy
and authenticity of the number of
eligible Client Services provided each
day. Subrecipient shall track,
document and report the actual date
when Services are rendered.

Subrecipient shall complete direct data
entry of the required Program, Service
delivery and Client data (including but
not limited to, the total number of
Clients served, the type and number of
Services provided to Client and the
date(s) of Service) into the MIS on the
day when the Service(s) is provided to
Client and shall ensure that Service
recording is accurate each day (i.e., to
ensure accurate reporting,
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Subrecipient shall enter Program,
Service delivery, and Client data into
MIS on the day when the Service(s) is
provided to Client). Subrecipient shall
not back-date any data and any
attempts to do so may subject
Subrecipient to appropriate remedies
as determined by County at County's
sole discretion.

9.17.4.2 Data Records

9.17.4.2.1 Subrecipient's failure to submit the
required MIS data within the time and
manner as designated by County may
subject Subrecipient to appropriate
remedies as determined by County at
County's sole discretion. Remedies
will remain in effect until Subrecipient
becomes compliant. County will
consider Subrecipient's
non-compliance during future funding
decisions.

9.17.4.2.2 Subrecipient shall maintain all records
and reports, consistent with
Subparagraph 8.38 (Record Retention,
Inspection and Audit Settlement), and
shall make them available for audit,
assessment, or inspection by County
and any of its duly authorized
representatives (including, but not
limited to, State authorities, Federal
agencies and/or any of their duly
authorized representatives).

9.17.4.2.3 All information, records, data elements
and print-outs collected and
maintained for the operation of the
Program and pertaining to Clients
(including paper and electronic data)
must be protected from unauthorized
disclosures in accordance with
Subparagraph 7.6 (Confidentiality),
California Welfare and Institutions
Code Section 10850, Title 45 Code of
Federal Regulations Part 205.50,
California Information Practices Act of
1977, and all other applicable laws
and regulations.

9.17.4.3 MIS Personnel

9.17.4.3.1 Subrecipient shall assign an employee
to have the primary responsibility for
data entry into the MIS. This
employee shall be the primary contact
person for data issues and
problems. This employee shall also be
assigned a password to log-in and
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enter Program, Service delivery and
Client data. Subrecipient shall
designate a secondary/back-up
employee who can act on behalf of the
primary MIS employee contact in the
event of his or her absence.

Subrecipient shall ensure that its users
do not share their user identification
and password information.

9.17.4.3.2 Subrecipient shall provide the names
of Subrecipient's primary and
secondary MIS employees using
Exhibit F (Subrecipient's
Administration). Subrecipient shall
submit the completed Exhibit F
(Subrecipient's Administration) in the
time and manner as directed by
County. In the event of any changes
to the information provided in Exhibit F
(Subrecipient's Administration),
Subrecipient shall update Exhibit F
(Subrecipient's Administration) and
submit the revised document to
County within two (2) weeks of any
reassignment or substitution. Only
those Subrecipient employees who
have been designated by Subrecipient
and assigned a password by County
shall be allowed to access the MIS
system.

9.17.4.3.3 Subrecipient shall ensure that the
primary and secondary MIS
employees are properly trained to
operate the MIS and attend all MIS
training provided by County to ensure
that MIS operations are in compliance
with all applicable regulations.

9.17.5 County Information Assets

9.17.5.1 County Information Assets are public, confidential, sensitive and/or personal identifying data, records,
materials, etc. and include (but are not limited to):

9.17.5.1.1 Information that is stored in hard copy
or electronic format and may include
but is not limited to the following:
reports; notes; forms; computers,
laptops, cellphones, printers,
scanners; networks (LAN, WAN,
WIFI) servers, switches, routers;
storage media, hard drives, flash
drives, cloud storage; data,
applications, databases; etc.

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9.17.5.1.2 Information that is collected,
transmitted and/or accessed in the
administration of the Program and in
the provision of Services.

9.17.5.1.3 Personal Information as defined in
California Civil Code Section
1798.29(g).

9.17.5.1.4 Protected Health Information as
defined in Health Insurance Portability
and Accountability Act of 1996.

9.17.5.1.5 Medical Information as defined in
California Civil Code Section 56.05(j).

9.17.6 Physical and Environmental Security

9.17.6.1 Subrecipient shall take reasonable measures to ensure the physical security of its operating
location(s) that handles County Information Assets.

Work areas containing computers or source
documents should be secured from public access
unless Subrecipient's representative is present.

When unoccupied during non-operating hours,
Subrecipient's facility(ies) shall be locked.

9.17.7 Data Destruction

9.17.7.1 When Subrecipient has maintained, processed or stored County Information Assets, implied or
expressed, and such County Information Assets are
no longer required to be retained by Subrecipient
under this Subaward and applicable law, County
shall have sole authority to determine when
Subrecipient shall destroy any such County
Information Assets as described herein.

Subrecipient shall only proceed with the destruction
of County Information Assets (which may be stored
on purchased, leased or rented electronic storage
equipment (e.g., printers, hard drives, etc.) and
electronic devices (e.g., servers, workstations, etc.)
that are geographically located within Los Angeles
County or external to Los Angeles County's
boundaries) upon receiving written authorization
from County.

9.17.7.2 Subrecipient shall destroy such County Information Assets by:

9.17.7.2.1 Shredding or otherwise destroying
paper, film, disk drives or other hard
copy media so that the Personally
Identifiable Information, Protected
Health Information and Medical
Information cannot be read or
otherwise reconstructed.

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9.17.7.2.2 Clearing, purging or destroying
electronic media containing
Personally Identifiable Information,
Protected Health Information and
Medical Information consistent with
National Institute of Standards and
Technology ("NIST") Special
Publication ("SP") 800-88 (Guidelines
for Media Sanitization) which is
available on-line at:
http://csrc.nist.gov/publications/PubsD
rafts.html#SP-800-88-Rev. %201 and
United States Department of Defense
5220.22-M data sanitization and
clearing directive such that the
Personally Identifiable Information,
Protected Health Information and
Medical Information cannot be
retrieved.

9.17.7.3 Subrecipient shall have the sole responsibility to certify that the County Information Assets have
been appropriately destroyed consistent with the
requirements outlined herein.

9.17.7.4 Subrecipient shall provide County with written certification validating that any and all County
Information Assets were placed in one (1) or more
of the following stored states: unusable,
unreadable and/or indecipherable. Subrecipient
shall submit such certification to County's Contract
Manager no later than ten (10) days after the
occurrence of this event.

9.17.7.5 Lower Tier Subrecipient shall provide County with written certification validating that any and all
County Information Assets were destroyed and are
in one (1) or more of the following states: unusable,
unreadable and/or undecipherable. Lower Tier
Subrecipient shall submit such certification to
County's Contract Manager no later than ten (10)
days after the removal of any electronic storage
equipment and devices and the destruction of the
County Information Assets.

9.17.8 Encryption on Workstations and Portable Computing Devices

9.17.8.1 Subrecipient and its Lower Tier Subrecipient shall use software and/or hardware encryption methods
for confidential County Information Assets stored on
all electronic media in accordance with the following
standards:

9.17.8.1.1 Federal Information Processing
Standard Publication ("FIPS") 140-2.

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9.17.8.1.2 NIST SP 800-57 (Recommendation
for Key Management - Part 1: General
(Revision 3).

9.17.8.1.3 NIST SP 800-57 (Recommendation
for Key Management - Part 2: Best
Practices for Key Management
Organization).

9.17.8.1.4 NIST SP 800-111 (Guide to Storage
Encryption Technologies for End User
Devices).

9.17.8.1.5 At a minimum, Subrecipient shall use
Advanced Encryption Standard
("AES") with cipher strength of 256-bit

9.17.8.1.6 Prior to use of remote servers (e.g.,
cloud storage, Software-as-a-Service
(SaaS), etc.) for storage of County
Information Assets, Subrecipient shall
obtain written approval from County's
Contract Manager.

9.17.8.2 Subrecipient and its Lower Tier Subrecipient shall use software and/or hardware encryption methods
for transmitted (i.e., through network transmission)
confidential County Information Assets in
accordance with the following standards:

9.17.8.2.1 NIST SP 800-52 (Guidelines for the
Selection and Use of Transport Layer
Security Implementations).

9.17.8.2.2 NIST SP 800-57 (Recommendation
for Key Management - Part 3:

Application-Specific Key Management
Guidance).

9.17.8.3 Subrecipient and its Lower Tier Subrecipient shall have operational policies, procedures and practices
which protect County Information Assets including
those assets used to store or access Personal
Health Information (PHI), Personal Information (PI)
and any information protected under the Health
Insurance Portability and Accountability Act
(HIPAA) as specified herein and in the State
Administrative Manual Sections 5300 to 5365.3;
California Government Code Section 11019.9;
Department of General Services Management
Memo (MM 06-12); Department of Finance Budget
Letter (06-34); California Department of Aging
Program Memorandum (PM 07-18(P)); Statewide
Health Information Policy Manual; and, County's
Board of Supervisors Policy Number 5.200
(Contractor Protection of Electronic County
Information).

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9.17.8.4 Subrecipient and its Lower Tier Subrecipient shall encrypt confidential, sensitive and/or personal
County Information Assets which are stored on all
electronic media (including workstations, portable
computing devices (including, but not limited to,
workstations, servers, mobile devices, wearables,
tablets, laptops, personal digital assistants,
notebook computers, and backup media) and/or
portable electronic storage media (including, but not
limited to, discs, thumb/flash drives,
external/portable hard drives, and backup media)).

9.17.8.5 Removable Media

9.17.8.5.1 Except in the context of Subrecipient's
routine back-ups or as otherwise
specifically authorized by County in
writing, Subrecipient shall institute
strict administrative, physical and
logical security controls to prevent
transfer of County information to any
form of removable media. For
purposes of this Subaward, removable
media means portable or removable
hard disks, floppy disks, universal
serial bus (USB) memory drives, zip
disks, optical disks, CDs, DVDs, digital
film, digital cameras, memory cards
(e.g., secure digital (SD), memory
sticks (MS), compact flash (CF), smart
media (SM), multimedia card (MMC),
and xD-picture card (xD)), magnetic
tape and all other removable data
storage media.

9.17.8.6 In the event that Subrecipient will have County Information Assets on or accessed by mobile
devices, Subrecipient shall have in place, a mobile
computing policy, reviewable and audited by
County. This policy must address device recovery
and data eradication methods, the mobile device
management capabilities in place, the use of
personal devices versus Subrecipient-supplied
devices and all applications that may have access
to or render County Information Assets.

9.17.8.7 Data Control and Media Servicing

9.17.8.7.1 Subrecipient shall adhere to the
requirements for back-up data stored
by Subrecipient at off-site facilities as
provided in this Subparagraph

9.17.8.7. 9.17.8.7.2 County Information Assets shall only be made available and accessible to
those parties explicitly authorized
under this Subaward or otherwise
expressly approved by County in
writing.

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9.17.8.7.3 If transferred across the Internet, any
wireless network (e.g., cellular,
Bluetooth, 802.11x, or similar
technology), or other public or shared
networks, County Information Assets
must be protected using industry
standard encryption technology in
accordance with the NIST SP 800-52
(Guidelines for the Selection and use
of Transport Layer Security
Implementations).

9.17.8.7.4 If transferred using removable media
(as defined above), County
Information Assets must be sent via a
bonded courier or protected using
industry standard encryption
technology in accordance with NIST
SP 800-111 (Guide to Storage
Encryption Technologies for End User
Devices).

9.17.8.7.5 In the event any hardware, storage
media or removable media must be
sent off-site for servicing, Subrecipient
shall ensure that all confidential
County Information Assets, including
Personally Identifiable Information,
Protected Health Information and
Medical Information, have been
cleared, purged and/or scrubbed from
such hardware and/or media using
industry best practices in accordance
with NIST SP 800-88 (Guidelines for
Media Sanitization).

9.17.8.8 Subrecipient shall certify its compliance with the encryption standards noted herein as a condition of
executing this Subaward. Subrecipient provide
such certification by completing and submitting
Exhibit AA (Subrecipient's Compliance with
Encryption Requirements) in the form and manner
as determined by County. Subrecipient shall
maintain compliance with this policy during the term
of this Subaward and for as long as Subrecipient
maintains or is in possession of County Information
Assets. In addition to the foregoing certification,
Subrecipient shall maintain any
validation/attestation reports that the data
encryption product generates and such reports shall
be subject to audit in accordance with the
requirements outlined in Subparagraph 8.38
(Record Retention, Inspection and Audit
Settlement). In the event of Subrecipient's
non-compliance with these requirements, County
will require Subrecipient to develop and execute a
corrective action plan. Subrecipient's failure to
comply with this policy may subject Subrecipient to
suspension or termination of this Subaward, denial
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of access to County information technology
resources and/or other remedies which are deemed
appropriate by County.

9.17.9 Software Maintenance and Operational Management

9.17.9.1 Subrecipient shall deploy up-to-date anti-virus software with current definitions on all computer
systems on which County Information Assets are
stored and/or transmitted.

9.17.9.2 Subrecipient and its Lower Tier Subrecipient shall ensure that all security patches, software
updates/upgrades, etc. are applied in a timely
manner to all computer systems on which County
Information Assets are stored, accessed and/or
transmitted.

9.17.9.3 Subrecipient shall deploy adequate back-up
facilities to ensure that its essential business
information can be promptly recovered in the event
of a disaster or media failure.

9.17.9.4 Subrecipient shall ensure that its operating
procedures are adequately documented and
designed to protect information, computer media
and data from theft and unauthorized access.

9.17.10 Access Control

9.17.10.1 Subrecipient shall implement formal procedures to control access to its systems, services and data,
including, but not limited to, user account
management procedures and other controls as
outlined in this Subparagraph 9.17. Subrecipient
shall ensure that network access to both internal
and external networked services shall be controlled
through the use of properly configured firewalls,
etc. Operating systems will be used to enforce
access controls to computer resources including,
but not limited to, authentication, authorization and
event logging. Applications will include access
control to limit user access to information and
application system functions. All systems will be
monitored to detect deviation from access control
policies and identify suspicious activity.

Subrecipient shall record, review and act upon all
events in accordance with incident response
policies set forth herein.

9.17.10.2 Subrecipient shall develop, implement and
enforce/maintain a password policy which requires
users who are authorized to access confidential
County Information Assets on electronic media to:
create a strong complex password containing at
least eight (8) characters, which shall include upper
and lower case letters, digits and symbols; and,
change his/her password at a minimum every
ninety (90) days, etc.

9.17.10.3 Subrecipient shall develop, implement and
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enforce/maintain a password policy which provides
for the following system requirements: when user
changes his/her password, the system shall restrict
user from re-using any of the last six (6) passwords;
the system will lock itself after a minimum of three
(3) to a maximum of five (5) failed logon attempts
made by user within a thirty (30) minute time frame;
and, the system will either lock itself or log off user after thirty (30) minutes of inactivity.

9.17.11 Personnel and Subrecipient Protections

9.17.11.1 Subrecipient shall screen and conduct background checks on all Subrecipient personnel exposed to
confidential County Information Assets.

Subrecipient shall require its employees and Lower
Tier Subrecipient(s) to sign an appropriate written
confidentiality/non-disclosure agreement. All Lower
Tier Subawards requiring access to Subrecipient's
systems and data, including all outsourcing
arrangements and maintenance and support
agreements (including facilities maintenance), shall
specifically address security risks, controls and
procedures for information systems. Subrecipient
shall supply each of its employees with appropriate,
ongoing training regarding information security
procedures, risks, vulnerabilities and threats.

Subrecipient shall have an established set of
procedures to ensure Subrecipient employees
promptly report actual and/or suspected breaches
of security.

9.17.12 County's Security Audit

9.17.12.1 At County's sole discretion, County or its designee may annually, or more frequently, conduct a
security audit to determine Subrecipient's
adherence to the requirements outlined in this
Subparagraph 9.17.

9.17.12.2 County's security audit may include, but is not limited to, a review of the following elements, which
shall be provided by Subrecipient upon County's
request: a report on Subrecipient's encryption of all
electronic media; Subrecipient's report verifying
County's written authorization for data destruction
along with documented certification of such
destruction; and, Subrecipient's written assurance
indicating that Subrecipient enforces security
measures to control physical access (i.e., access to
premises) and electronic access (i.e., access to
electronic media) to County Information Assets.

9.17.13 Security Incident Reporting

9.17.13.1 A security incident occurs when County Information Assets are or reasonably believed to have been
accessed, modified, destroyed or disclosed without
proper authorization or are lost or stolen. A security
incident includes (but is not limited to) instances in
which Subrecipient employees access systems in
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excess of their user rights or use the systems
inappropriately, data is breached, etc. Subrecipient
and its Lower Tier Subrecipient must comply with
California Department of Aging's security incident
reporting procedure which is available online at
http://aging.ca.gov/Programsproviders/Information_
Security_and_Privacy.

9.17.13.2 Notification of Security Breach to County

9.17.13.2.1 Subrecipient must immediately report
all security incidents to County's
Program Manager but in no event shall
the report be made more than two (2)
business days after its detection.

Subrecipient shall initiate the contact
by telephone and followed by written
letter of any potential or actual security
attacks or security incidents.

9.17.13.2.2 Subrecipient's notification of the
security incident shall include the
approximate date and time of its
occurrence and a summary of the
relevant facts, including a description
of measures being taken to address
the occurrence.

9.17.13.3 Notification of Security Breach to Clients

9.17.13.3.1 Subrecipient and its Lower Tier
Subrecipient shall give written notice
to any Client or data subject whose
confidential, sensitive and/or personal
identifying information may have been
breached in accordance with HIPAA,
the Information Practices Act of 1977,
and State policy.

9.17.14 Electronic Backups

9.17.14.1 Subrecipient and its Lower Tier Subrecipient shall ensure that all electronic County Information
Assets are protected by performing regular backups
of automated files and databases, and ensure the
availability of County Information Assets for
continued business. Subrecipient and its Lower
Tier Subrecipient shall ensure that all data, files and backup files are encrypted.

9.17.15 Cloud Storage

9.17.15.1 Subrecipient and its Lower Tier Subrecipient(s) may not utilize cloud storage of County Information
Assets without the prior express written
authorization of County, after a review of the cloud
service by County or its designee(s).

9.17.16 Hardware Return

9.17.16.1 Upon termination or expiration of this Subaward or at any time upon County's request, Subrecipient will
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return all hardware provided by County or
purchased by Subrecipient using Subaward Sums.

Subrecipient shall not alter or modify such
hardware. Subrecipient shall physically seal the
hardware and return it to County via a bonded
courier or as otherwise directed by County in
accordance with Exhibit S (Purchase, Inventory and
Disposal Requirements for Fixed Assets, Non-Fixed
Assets and Supplies).

9.17.16.2 In the event that the hardware contains confidential County Information Assets and is owned by
Subrecipient or its Lower Tier Subrecipient,
Subrecipient shall send a notarized statement,
detailing the destruction method used and the data
sets involved, the date of destruction and the
company or individual who performed the
destruction to County's Program Manager within
fifteen (15) days of termination or expiration of this
Subaward or at any time upon County's request.

Subrecipient's destruction or erasure of Personal
Information, Protected Health Information and
Medical Information shall be in compliance with
industry best practices as outlined in NIST SP
800-88 (Guidelines for Media Sanitization).

9.17.17 Subrecipient shall ensure that its Lower Tier Subrecipient(s) adheres to all of the provisions included in this Subparagraph

9.17. 9.18 REMEDIES FOR NON-COMPLIANCE

9.18.1 Subrecipient agrees to comply with the requirements set forth in the entirety of this Subaward as well as the requirements contained in supporting Program legislation and all applicable directives, Program memoranda, notices, guidelines and
instructions issued by or on behalf of Federal, State or County authorities. Subrecipient's failure to comply with such requirements shall subject Subrecipient to remedies which are available under this Subaward and as provided by law. These remedies include but are not limited to the following: probation; suspension of payment(s); suspension of Services; assessment and collection of liquidated damages; de-obligation of Subaward Sums (for purposes of this Subaward, de-obligation is the partial or full removal of Subaward Sums from Subrecipient);
re-obligation of Subaward Sums (for purposes of this Subaward, re-obligation is the allocation of de-obligated Subaward Sums to another current subrecipient(s) and/or to a new
subrecipient); debarment; and/or termination of this Subaward.

County shall have the sole discretion to determine which remedy(ies) will be applied as a result of Subrecipient's non-compliance.

9.19 PAYMENT AND PERFORMANCE GUARANTIES

9.19.1 Throughout the entire term of this Subaward, including the original term and any renewals or extensions thereto, County, at its sole discretion, reserves the right to require Subrecipient to provide a Payment Guaranty, Performance Guaranty or both ("Guaranty(ies)") in the amount and form as directed by County.

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County will determine whether or not Subrecipient will be required to obtain a Guaranty(ies) when Subrecipient's
performance under this Subaward reveals potential liability to County in an aggregate amount of twenty-five thousand dollars ($25,000) or more resulting from, but not limited to, the following incidents: disallowed costs, unsubstantiated costs, non-payment of Lower Tier Subrecipients, etc. (i.e., if County determines that Subrecipient has disallowed costs, unsubstantiated costs, non-payment of Lower Tier Subrecipients, etc. which total twenty-five thousand dollars ($25,000) or more in potential liability when added together then County will require
Subrecipient to obtain a Payment Guaranty, Performance
Guaranty or both).

9.19.2 Payment Guaranty

9.19.2.1 The Payment Guaranty is Subrecipient's
surety/guarantee to County that Subrecipient shall
meet its obligations to faithfully pay its Lower Tier
Subrecipients in a manner that is timely,
satisfactory and acceptable to County, as
determined by County at its sole discretion. The
purpose of the Payment Guaranty is to provide all
Lower Tier Subrecipients who supply labor,
materials, services, etc. to Subrecipient a recourse
if they do not get paid by Subrecipient. In such
case, the Payment Guaranty allows Lower Tier
Subrecipient to file a claim with the surety company
that issued the Guaranty in the event that
Subrecipient does not reimburse the Lower Tier
Subrecipient for goods and/or services provided by
Lower Tier Subrecipient.

9.19.2.2 Subrecipient acknowledges that County may also make a determination that Subrecipient's
non-payment of its Lower Tier Subrecipients is a
violation of the terms and conditions of this
Subaward which may subject Subrecipient to obtain
both the Payment Guaranty and Performance
Guaranty.

9.19.2.3 The Payment Guaranty shall only take the form of a surety bond. More information concerning surety
bonds and companies may be obtained from the
Surety Association of America (www.surety.org),
the Surety Information Office (www.sio.org.), state
insurance departments, the U.S. Small Business
Administration and U.S. Department of the
Treasury.

9.19.2.4 The Payment Guaranty must be executed by a
corporate surety which is licensed to transact
business as a surety in the State of California. The
corporate surety must have an A.M. Best Rating of
not less than A:VII, unless otherwise approved by
County.

9.19.3 Performance Guaranty

9.19.3.1 The Performance Guaranty is Subrecipient's
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surety/guarantee to County that Subrecipient shall
meet its obligations to perform the terms and
conditions of the resulting Subaward. The purpose
of the Performance Guaranty is to provide County a
recourse to recover Subaward monies which would
otherwise be lost due to Subrecipient's negligent
actions. This Performance Guaranty shall provide
for the payment of monies to County for
transactions which are incurred by Subrecipient,
including but not limited to: liquidated damages,
late penalty payments, County's reimbursement,
etc. County's determination to require Subrecipient
to obtain the Performance Guaranty would occur
after the resolution process has been completed
and "questioned costs" have been determined to be
unsubstantiated costs, disallowed costs, etc.

9.19.3.2 The Performance Guaranty shall take any of the following forms:

9.19.3.2.1 Surety Bond: More information
concerning surety bonds and
companies may be obtained from the
Surety Association of America
(www.surety.org), the Surety
Information Office (www.sio.org.),
state insurance departments, the U.S.

Small Business Administration and
U.S. Department of the Treasury.

The performance guaranty may not
allow the bond surety to substitute
another person to perform Services.

9.19.3.2.2 Letter of Credit: Refer to Exhibit BB
(Criteria and Standards for Letters of
Credit and Certificates of Deposit) for
information.

9.19.3.2.3 Certified Check or Certificate of
Deposit: This form of Guaranty shall
list/identify County of Los Angeles as
an authorized party that can withdraw
on the account. Refer to Exhibit BB
(Criteria and Standards for Letters of
Credit and Certificates of Deposit) for
additional information on the
certificate of deposit.

9.19.3.2.4 Cash

9.19.3.3 The Performance Guaranty must be executed by a corporate surety which is licensed to transact
business as a surety in the State of California. The
corporate surety must have an A.M. Best Rating of
not less than A:VII, unless otherwise approved by
County.

9.19.4 When County determines that Subrecipient shall obtain and maintain a Guaranty(ies), County shall inform Subrecipient of DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 219 of 1182
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this requirement and shall provide Subrecipient at least fifteen (15) days to comply with County's determination. Once
Subrecipient has obtained the required Guaranty(ies), County will re-evaluate the need for Subrecipient to continue maintaining the Guaranty(ies) for any subsequent Fiscal Year of the Subaward term.

9.19.5 The costs to obtain and maintain the Guaranty(ies) are potentially allowable and reimbursable under the terms of this Subaward. However, no additional funding will be allocated to the Subaward Sums in order for Subrecipient to pay for these costs. If Subrecipient intends to use existing Subaward Sums to offset the costs of the Guaranty(ies), this action requires a redistribution of Subaward Sums which shall be initiated through a budget modification. This budget modification shall be completed and submitted by Subrecipient for approval by County as noted in Subparagraph 9.9.2 (Budget Modifications). Prior to submitting this budget modification, Subrecipient shall ensure that it will be able to adhere to all other required tasks, performance measures and other duties of this Subaward even after the Subaward Sums are redistributed (i.e., Subrecipient shall continue to provide the required level of Services which would include the Guaranty(ies) for the same level of funding).

9.20 SUBAWARD DOCUMENT DELIVERABLES

9.20.1 Prior to the execution of this Subaward and throughout the entire term of this Subaward, Subrecipient shall obtain and maintain current and appropriate licenses, permits and certificates which are required by all applicable County, State and/or Federal laws, regulations, guidelines, Program memoranda and directives for the operation of its facility(ies) and for the provision of Services hereunder. Prior to the execution of this Subaward and annually thereafter (or as otherwise established by County), Subrecipient shall submit evidence/documentation (Subaward Document
Deliverables) of its compliance with this requirement in the form and manner that is prescribed by County. Subrecipient shall provide to County's Contract Manager, by the deadline imposed by County, current copies of these deliverables which must be complete (without missing pages) and legible, and shall include:

9.20.1.1 Subaward Compliance Documents (as described in Subparagraph 9.20.3)

9.20.1.2 Business Forms (as described in Subparagraph

9.20.4)

9.20.1.3 Reporting Documents (as described in
Subparagraph 9.20.5)

9.20.1.4 Other Documents: During the term of this
Subaward, County or its designee(s) may request
from time to time additional documents from
Subrecipient, and Subrecipient shall adhere to
County's request for such documents.

9.20.2 Subrecipient shall submit copies of all new or renewed licenses, permits, and certificates to County's Contract Manager within five (5) business days of the license, permit or certification award or DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 220 of 1182
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renewal. Subrecipient shall immediately notify County of any lapses or expirations of these items. Subrecipient's failure to maintain and/or timely submit documents required or requested by County may result in County imposing remedies as
determined by County in its sole discretion.

9.20.3 Subaward Compliance Documents

9.20.3.1 Business License

9.20.3.1.1 When the local governing authority
requires Subrecipient's organization to
obtain a license to operate and
conduct business within its local
governing authority's jurisdiction,
Subrecipient shall obtain such license
to perform the Services outlined in this
Subaward. The local governing
authority may be either the local city
government for entities doing business
within its city limits or County of Los
Angeles for entities located outside of
city limits (i.e., unincorporated areas or
designated cities). Subrecipient shall
ensure that the license is current
throughout the entire term of this
Subaward. Subrecipient shall provide
a current copy of its license to County
annually (or upon expiration, as noted
on the license).

9.20.3.2 Certificate of Insurance

9.20.3.2.1 The certificate shall evidence
Subrecipient's compliance with the
insurance requirements outlined in
Subparagraph 8.24 (General
Provisions for all Insurance Coverage)
and Subparagraph 8.25 (Insurance
Coverage). Subrecipient shall also
provide copies of the certificate of
insurance as it relates to its Lower Tier
Subrecipient(s).

9.20.3.3 Fire Department Inspection Report

9.20.3.3.1 For each Service site that Client will
visit, Subrecipient shall obtain an
annual fire inspection of its
facility(ies). The inspection shall be
conducted by the Los Angeles County
Fire Department or by Subrecipient's
local fire department and Subrecipient
shall obtain a written report of the
inspection which shall be provided to
County annually. In the event that
violations are noted on the inspection
report, Subrecipient shall ensure that it
complies with all corrective measures
as directed by the fire department.

Subrecipient shall provide to County
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written evidence of its compliance
within five (5) days of receiving the
evidence from the fire department.

The fire inspection report shall be
current within the most recent twelve
(12) month period.

9.20.3.4 Public Health Permit

9.20.3.4.1 For every Service site where
Subrecipient provides Services that
require a Permit issued by County of
Los Angeles Department of Public
Health, Subrecipient shall provide a
current copy of such permit annually
(or upon expiration, as noted on the
permit).

9.20.3.5 Health Department Inspection Report

9.20.3.5.1 For each Service site where
Subrecipient provides Services that
require an inspection by County of Los
Angeles Department of Public Health
(such as a central kitchen, Congregate
Meal Site, etc.), Subrecipient shall
annually provide a current copy of
such inspection report (report shall be
current within the most recent twelve
(12) month period). In the event that
violations are noted on the report,
Subrecipient shall ensure that it
complies with all corrective measures
as directed by the Department of
Public Health. Subrecipient shall
provide to County written evidence of
its compliance within five (5) days of
receiving the evidence from Public
Health.

9.20.3.6 Vehicle Smog Certification

9.20.3.6.1 For each vehicle(s) purchased with the
Subaward Sum(s) under this
Subaward and/or under a Predecessor
Agreement that is used in the
operation of the Program (i.e.,
County-owned vehicle(s)),
Subrecipient shall ensure that such
vehicle(s) undergo a certified smog
inspection as required under
applicable State and Los Angeles
County laws. Subrecipient must
receive evidence of a passing
inspection (i.e., smog certificate) for
each vehicle and shall submit a copy
of the smog certificate to County's
Contract Manager on an annual basis
in the manner and timeframe
designated by County. When the
vehicle(s) is not required to undergo a
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smog inspection during any year,
Subrecipient shall provide evidence
(copy of vehicle registration, etc.)
indicating that the inspection is not
warranted for the specified year.

9.20.4 Business Forms

9.20.4.1 Articles of Incorporation

9.20.4.1.1 This document, which evidences the
legal formation of Subrecipient's
organization, shall reflect
Subrecipient's current legal name;
and, County shall use this document
as verification of Subrecipient's name.

In the event there are any
amendments or addendums to the
articles of incorporation, Subrecipient
shall provide copies of such
amendments/addendums to County
within five (5) days of said
amendments/addendums being
finalized.

9.20.4.1.2 When Subrecipient's organization is a
local government or a consortium of
local governments, Subrecipient shall
provide either a city charter or a joint
powers agreement respectively, in lieu
of the articles of incorporation.

9.20.4.2 Board of Directors' Resolution

9.20.4.2.1 A resolution from Subrecipient's Board
of Directors, which evidences
Authorized Representative's authority
to act on behalf of Subrecipient in
matters related to this Subaward
(Subparagraph 8.3.3 (Board of
Directors' Resolution)). Subrecipient
shall submit its Board of Directors'
resolution in the time and manner as
designated by County.

9.20.4.3 Board of Directors Roster

9.20.4.3.1 The roster shall include the individuals
who comprise Subrecipient's Board of
Directors. In the event that the roster
is updated, Subrecipient shall provide
an updated roster to County within five
(5) days of it being approved or
finalized.

9.20.4.4 Bylaws

9.20.4.4.1 This document shall reflect the internal
rules which govern Subrecipient's
organization. These rules are
generally concerned with the operation
of the organization, and setting out the
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form, manner or procedure in which
the organization should operate. In
the event that the bylaws are
amended, Subrecipient shall provide
such amendments to County within
five (5) days of them being approved.

9.20.4.5 Complaint Policies and Procedures

9.20.4.5.1 Subrecipient's policies and procedures
for receiving, investigating and
responding to Client complaints shall
be prepared and submitted to County
pursuant to the requirements outlined
in Subparagraph 8.5 (Complaints).

9.20.4.6 Organization Chart

9.20.4.6.1 The chart shall provide an outline of
the hierarchy, relationships and
relative ranks of Subrecipient's
organizational parts and positions/jobs
as it related to the operations of this
Subaward. In the event that
Subrecipient revises its organization
chart, a copy shall be provided to
County within five (5) days of any
change in its organization chart.

9.20.4.7 Lower Tier Subaward

9.20.4.7.1 This executed third-party agreement
(as defined in Subparagraph 8.40
(Lower Tier Subaward)) and any
amendments or addendums thereto,
shall be provided to County within five
(5) days of the execution of that
agreement, amendment and
addendum.

9.20.4.8 Tax Exempt Status Letter

9.20.4.8.1 Written documentation that is obtained
from the Internal Revenue Service as
evidence of Subrecipient's tax exempt
status. When Subrecipient is a
non-profit entity, such evidence must
reflect Subrecipient's tax exempt
status. In the event Subrecipient's tax
exempt status changes, Subrecipient
shall provide County a copy of its new
status within five (5) days of any
change in its tax exempt status.

9.20.4.9 Terms and Conditions of Use-User Agreement

9.20.4.9.1 Each employee who will access the
Contract Management System -
Contractor's Gateway shall complete
and submit this agreement. Additional
information is available in Exhibit V
(Contract Management System -
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Contractor's Gateway Terms and
Conditions of Use).

9.20.5 Reporting Documents

9.20.5.1 Cost Allocation Plan

9.20.5.1.1 This Plan shall adhere to the
requirements outlined in
Subparagraph 9.21.1 (Cost Allocation
Plan for Cost Reimbursement
Activities).

9.20.5.2 Closeout Report

9.20.5.2.1 This report shall adhere to the
requirements outlined in
Subparagraph 9.21.2 (Closeout
Reporting Requirements).

9.20.5.3 Other Reporting Documents

9.20.5.3.1 From time-to-time, County or its
designee(s) may request other
documents relating to Subrecipient's
performance, Work, and/or Services
under this Subaward. County shall not
be unreasonable in its request and
Subrecipient shall adhere to County's
request for such documents.

9.21 FISCAL REPORTING REQUIREMENTS

9.21.1 Cost Allocation Plan for Cost Reimbursement Activities

9.21.1.1 Subrecipient acknowledges that as a condition of receiving this Subaward, Subrecipient shall submit
its organization-wide Cost Allocation Plan to County
no later than sixty (60) days after the start date of
the Subaward term. This Cost Allocation Plan is
included herein by reference.

9.21.1.2 The Cost Allocation Plan shall adhere to the
requirements outlined in the following: County
directives (including but not limited to WDACS
directive CCD-18-01 (Cost Allocation and Indirect
Cost Requirements for WDACS Subawards)) which
may be obtained at
https://wdacs.lacounty.gov/doing-business-with-wda
cs/programdirectives/, Exhibit Q (Accounting,
Administration and Reporting Requirements), Title
45 Code of Federal Regulations Part 75 et seq. and
Title 2 Code of Federal Regulations Part 200 et
seq. At a minimum, the Plan shall include the
following information:

9.21.1.2.1 Description of Subrecipient's
organization (i.e., non-profit, for-profit,
public/government, etc.).

9.21.1.2.2 Description of Subrecipient's general
accounting policies, including its basis
of accounting.

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9.21.1.2.3 List of all the funded programs.

9.21.1.2.4 An organizational chart that identifies
the various services and/or functions
for each unit.

9.21.1.2.5 A detailed listing of all shared and
pooled direct and indirect costs that
will be allocated.

9.21.1.2.6 Identification of the Subaward year
term for any
information/documentation related to
the Plan.

9.21.1.2.7 A thorough description of the methods
used to allocate all shared or pooled
direct or indirect costs and the
auditable documentation for
supporting each basis for allocation.

9.21.1.3 Every cost included in the Cost Allocation Plan shall be supported by formal, documented accounting
records, and the basis for its distribution must be
calculated by actual usage (e.g., time distribution,
number of Clients served, square footage, etc.) -
arbitrary percentages or estimates are not allowed.

9.21.1.4 In order to certify the accuracy of the Cost
Allocation Plan, Subrecipient shall sign the Cost
Allocation Plan and any revisions made thereto.

9.21.1.5 By May 1 of each Subaward year after the first Subaward year in a multi-year term (or upon
extension of the term as provided in Paragraph 4.0
(Term of Subaward), Subrecipient shall submit
written confirmation that its Cost Allocation Plan
methodology described in Subparagraph 9.21.1.2.7
will remain in effect throughout the following
Subaward year. In the event that this Cost
Allocation Plan methodology must be revised for
the following Subaward year then Subrecipient shall
submit the revised methodology to County's
Compliance Manager by May 1 of the current
Subaward year. The Cost Allocation Plan
methodology may only be revised once during any
Subaward year.

9.21.1.6 In the event that the information provided in the Cost Allocation Plan as it relates to Subparagraphs

9.21.1.2.1 - 9.21.1.2.6 must be revised at any time
during the Subaward term then Subrecipient shall
submit the revisions to County's Compliance
Manager within thirty (30) days of completing the
revisions.

9.21.1.7 Upon receipt of the revisions made to
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SUBAWARD NUMBER ENP202106

Subrecipient's Cost Allocation Plan, County will
review these revisions. Neither Subrecipient's
submission of these revisions to its Cost Allocation
Plan nor County's receipt of these revisions to
Subrecipient's Cost Allocation Plan shall constitute
County's acceptance or approval of the Cost
Allocation Plan revisions. County reserves the right
to either accept or reject any revision(s) to the Cost
Allocation Plan that County deems is
unacceptable. County will notify Subrecipient in
writing whether the revisions are approved or
rejected. Upon rejection of the revisions,
Subrecipient shall take the required actions needed
to correct its revisions. Subrecipient's failure to
adhere to County's requirements shall subject
Subrecipient to remedies available under this
Subaward.

9.21.2 Closeout Reporting Requirements

9.21.2.1 The closeout is a process that takes place upon the expiration or termination of the period in which
Program Services are provided which includes the
end of the Subaward term, the end of the Fiscal
Year or any other period when the Subaward is
terminated. The purpose of closeout is to ensure
that final reports are received and evaluated,
allowable costs are determined and amounts due to
either County or to Subrecipient are determined and
payment arrangements made.

9.21.2.2 Subrecipient shall complete and submit a
mandatory Closeout Report in the form and manner
designated by County. The Closeout Report shall
include the reporting of expenses and accruals
incurred through the last day of the Fiscal Year or
Program Year. County will notify Subrecipient of
the deadline for submission of the Closeout Report.

9.21.2.3 Subrecipient must ensure that all invoices are submitted and finalized prior to the submission of its
Closeout Report. County will not pay invoices that
are received after Subrecipient has submitted the
Closeout Report. Once County has reviewed and
accepted Subrecipient's Closeout Report, the data
reflected on the Closeout Report will be reported to
State as final. Any subsequent revisions will
require the written signature and authorization of
Authorized Representative.

9.21.2.4 If this Subaward is terminated or cancelled prior to June 30th of any Fiscal Year, the Closeout Report
shall be for that Subaward period which ends on the
termination or cancellation date. Subrecipient shall
submit the Closeout Report after the
termination/cancellation date in the manner and
timeframe designated by County.

9.21.2.5 At the end of the funding cycle/during the closeout, Subrecipient shall ensure that all of the following
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SUBAWARD NUMBER ENP202106

items match:

9.21.2.5.1 The Subaward Sum allocated by line
items on Subrecipient's final approved
Budget(s), where the Subaward Sum
is the funding allocated for any Fiscal
Year under this Subaward and it is
distributed using the line items/cost
categories reflected in Subrecipient's
final approved Budget(s).

9.21.2.5.2 The Grant Share, which is allocated
by line items on Subrecipient's
Closeout Report, where the Grant
Share is the actual Subaward Sum
that Subrecipient has budgeted by
line items/cost categories on its
organization's accounting/fiscal
records (i.e., general ledgers, etc.).

9.21.2.5.3 The Amount Received by line item as
reported on Subrecipient's Closeout
Report, where the Amount Received
is the actual Subaward Sum
reimbursed to Subrecipient for its line
items.

9.21.2.6 In the event that the line item amounts reflected as the Subaward Sum on the final approved Budget(s),
the Grant Share on the Closeout, and the Amount
Received on the Closeout do not match at the time
of closeout, for purposes of the closeout only,
County shall allow a maximum of ten percent (10%)
variance between the Subaward Sum and Grant
Share (specifically, the variance between the
Subaward Sum line items reported on the final
approved Budget(s) and the Grant Share line items
reported on the Closeout Report).

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9.21.2.6.1 For example, during the closeout, if
the line item, Space, reflects a
Subaward Sum of $100 on the final
approved Budget(s) then the Grant
Share amount reflected on the
Closeout Report for Space shall be
$100, and the Amount Received
reflected on the Closeout Report for
Space shall be $100. Alternatively, if
the Subaward Sum for Space is
reflected on the final approved
Budget(s) as $100 but the Grant
Share for Space is reflected on the
Closeout Report as $95 and the
Amount Received for Space is
reflected on the Closeout Report as
$95 then the $5 variance (which is
five percent (5%) of the Subaward
Sum amount for the Space line item)
is within the allowable ten percent
(10%) variance.

9.21.2.7 Subrecipient shall ensure that the total Grant Share and the total Amount Received, which are reflected
on the Closeout Report, do not exceed the total
Subaward Sum reflected on the final approved
Budget(s).

9.21.3 Program Income Requirements

9.21.3.1 Program Income includes, but is not limited to:

9.21.3.1.1 Voluntary contributions received from
Client or other party for Services
received.

9.21.3.1.2 Income from usage or rental fees of
real or personal property acquired
with Subaward Sums.

9.21.3.1.3 Royalties received on patents and
copyrights from Subaward-supported
activities.

9.21.3.1.4 Proceeds from the sale of items
created under this Subaward.

9.21.3.2 Subrecipient shall adhere to the Program Income requirements outlined herein and in Title 45 Code of
Federal Regulations Part 75 et seq. and Title 2
Code of Federal Regulations Part 200 et seq.

9.21.3.3 Subrecipient shall use Program Income to expand baseline Program Services.

9.21.3.4 Subrecipient shall report Program Income in Budget exhibit(s) and shall expend Program Income under
the same terms and conditions as the Subaward
Sums from which it is generated. The use of
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Program Income is restricted to the funding source
or Service that was provided and contributed
towards.

9.21.3.5 Program Income shall be used to pay for current allowable Program costs in the same Fiscal Year or
Program Year that the Program Income is earned.

If Program Income is earned in excess of the
amount reported in Budget exhibit(s) then County
shall recapture the balance of the unexpended
Program Income or pursue any other remedies
available to County under this Subaward.

9.21.3.6 Subrecipient shall not use Program Income to meet the match contribution requirement of this
Subaward.

9.21.3.7 Subrecipient shall provide a disposition of all Program Income received and expended as part of
the Closeout reporting process in the form, manner
and timeline as designated by County.

9.22 DATA UNIVERSAL NUMBERING SYSTEM (DUNS) AND SYSTEM FOR

AWARD MANAGEMENT (SAM)

9.22.1 Pursuant to the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282) and Title 2 Code of Federal Regulations Part 25, Subrecipient shall be responsible for obtaining and maintaining a DUNS number from Dun and Bradstreet. The DUNS number is a unique nine-digit
identification number and is site-specific. Therefore, each distinct physical location of Subrecipient's organization (such as branches, divisions, and headquarters) will have its own, unique DUNS number. Subrecipient may register for a DUNS number at http://www.dnb.com/duns-number.html. Subrecipient shall comply with the requirements outlined in this Subparagraph 9.22.

9.22.2 Subrecipient shall provide a valid DUNS number using Exhibit F (Subrecipient's Administration) and shall submit the completed Exhibit F (Subrecipient's Administration) in the time and manner as directed by County. Subrecipient must register the DUNS number and maintain an "Active" status within the federal System for Award Management available online at
https://www.sam.gov/portal/SAM#1. If County cannot access or verify "Active" status for Subrecipient's DUNS information, which is related to this Subaward on the Federal Funding
Accountability and Transparency Act Subaward Reporting
System, County will notify Subrecipient and Subrecipient must immediately update the information as required.

9.22.3 Subrecipient's failure to adhere to applicable DUNS and SAM requirements may result in County imposing remedies as
determined by County in its sole discretion.

9.23 UNUSUAL OCCURRENCES AND CRIME

9.23.1 Unusual occurrences such as natural disasters (including earthquakes, floods, landslides, wildfires, extreme heat/cold), man-made emergencies (such as epidemic outbreaks,
bio-terrorism, food-borne illness, fire, major accidents, death from unnatural causes or other catastrophes), and unusual DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 230 of 1182
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occurrences which threaten the welfare, safety or health of Clients, Subrecipient personnel or visitors to Subrecipient's facility(ies) shall be reported by Subrecipient within twenty-four (24) hours to the local health officer by telephone and in writing, and to County by telephone and also in writing or by email.

9.23.2 Crime related occurrences, such as theft or vandalism, must be reported by Subrecipient within twenty-four (24) hours to the local police or sheriff by filing a police report and to County by telephone, and in writing or by email. Subrecipient shall also prepare and retain an incident report on file, and shall include a copy of the filed police report.

9.23.3 Subrecipient shall maintain all incident reports in a manner consistent with Subparagraph 8.38 (Record Retention,
Inspection and Audit Settlement). Subrecipient shall furnish such other pertinent information related to such occurrence as the local authorities and/or County may require.

9.24 FEMA PROVISIONS

9.24.1 In the event of an emergency (defined as a sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property or essential public services) and Federal Emergency Management Agency (FEMA) funds are made
available under this Subaward, Subrecipient shall comply with all requirements outlined in Exhibit CC (FEMA Provisions).

Subrecipient shall complete the Lobbyist Certification attached to this Exhibit and submit it to County's Contract Manager in the time and manner as designated by County.

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EXHIBIT A
(STATEMENT OF WORK)
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Exhibit A (Statement of Work)
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TABLE OF CONTENTS

SECTION TITLE PAGE
SCOPE OF WORK............................................................................................... 4

ADDITION AND/OR DELETION OF FACILITIES, SPECIFIC TASKS AND/OR WORK HOURS .................................................................................................... 4 QUALITY CONTROL............................................................................................ 5 QUALITY ASSURANCE PLAN............................................................................. 6 DEFINITIONS....................................................................................................... 7 RESPONSIBILITIES............................................................................................. 7 HOURS/DAYS OF WORK.................................................................................. 24 WORK SCHEDULES ......................................................................................... 24 UNSCHEDULED WORK .................................................................................... 25 SPECIFIC WORK REQUIREMENTS................................................................. 25 GREEN INITIATIVES ......................................................................................... 72 PERFORMANCE REQUIREMENTS SUMMARY............................................... 72 DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 234 of 1182
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ATTACHMENTS
Attachment 1 (Performance Requirements Summary Chart)
Attachment 2 (County Recognized Holidays)
Attachment 3 (Community Focal Points List)
Attachment 4 (Universal Intake Form)
Attachment 5 (Subaward Discrepancy Report)
Attachment 6 (Emergency and Disaster Plan Basic Requirements) Attachment 7 (Site Emergency Resource Survey)
Attachment 8 (Site Summary)
Attachment 9 (Guidelines for Developing Site Summary)
Attachment 10 (Route Summary)
Attachment 11 (Guidelines for Developing Route Summary) Attachment 12 (Home-Delivered Meal Program Telephone Reassurance Log) Attachment 13 (Home-Delivered Meal Program Priority of Service Screening Tool) Attachment 14 (Home-Delivered Meal Program Priority of Service Screening Tool Instructions)
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SCOPE OF WORK
County (herein also referred to as the Area Agency on Aging (AAA)), has established the Elderly Nutrition Program (ENP or Program), which consists primarily of Congregate Meal Services and Home-Delivered Meal Services (collectively Services). As further detailed in Section 10.0 (Specific Work Requirements), Subrecipient shall provide the appropriate Services, which will assist in maintaining and/or improving the physical, psychological, and social well-being of Older Individuals (an adult who is sixty (60) years of age or older) as follows:

Provide Services to Older Individuals in greatest economic or social need, with particular attention to low-income, minority individuals.

Serve meals that provide one-third (1/3) of the Recommended Dietary Allowances (RDAs) and are safe and of good quality.

Promote and maintain high food safety and sanitation standards.

Promote good health behaviors through nutrition education and nutrition screening of Clients.

Promote or maintain coordination with other nutrition-related supportive Services for Older Individuals.

ADDITION AND/OR DELETION OF FACILITIES, SPECIFIC TASKS AND/OR

WORK HOURS
Services must be provided in Los Angeles County geographic areas, excluding the City of Los Angeles. Prior to modifying or terminating a Congregate Meal site, Home-Delivered Meal route, Services, or revising hours of Service delivery at a previously designated location(s), and before commencing such Services at any other location, Subrecipient shall obtain written consent from County, and shall comply with Subparagraph 8.1 (Amendments) of the Subaward as applicable.

Subrecipient shall inform County in writing and receive written County approval at least sixty (60) days prior to relocation of Subrecipient’s office or site location(s).

Subrecipient must submit a written request to County a minimum of sixty (60) days prior to the date that Subrecipient intends to open a new Congregate Meal site or close any existing Congregate Meal site. Subrecipient shall not open a new site or close any existing site prior to receiving County’s written approval. In the event that opening a new site or closing an existing site is due to an emergency (defined as a sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property or essential public DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 236 of 1182
Exhibit A (Statement of Work)
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services) that would prevent Subrecipient from submitting a written request to County sixty (60) days in advance, Subrecipient shall request County’s approval immediately upon occurrence of such emergency. Any new Congregate Meal site must be inspected by the Dietary Administrative Support Services (DASS) Program subrecipient and a health permit must be obtained before approval is granted by County at County’s sole discretion.

Subrecipient must submit a written request to County a minimum of sixty (60) days prior to the date that Subrecipient intends to establish a new HomeDelivered Meal route or terminate any existing Home-Delivered Meal route.

Subrecipient shall not establish a new route or terminate any existing route prior to receiving County’s written approval. In the event that establishing a new route or terminating an existing route is due to an emergency (as defined in Subsection 2.3) that would prevent Subrecipient from submitting a written request to County sixty (60) days in advance, Subrecipient shall request County’s approval immediately upon occurrence of such emergency.

Subrecipient shall provide the identity of each designated Community Focal Point as specified in OAA Section 102 (a)(21) and Title 42 United States Code Section 3026(a)(3)(A)) as directed by County’s Program Manager.

Subrecipient shall identify or update the designated Community Focal Point site locations, as needed. A complete list of Community Focal Points is provided in Attachment 3 (Community Focal Points).

Specific tasks and Work hours shall not be modified or terminated throughout the entire Subaward term. Should an emergency arise, Subrecipient’s request for Service or Work hour modifications will be reviewed by County on a case-by-case basis.

QUALITY CONTROL
Subrecipient shall establish and utilize a comprehensive Quality Control Plan to assure County a consistently high level of Service throughout the term of the Subaward. The Quality Control Plan shall be submitted to County’s Compliance Manager for review every six (6) months or more frequently as imposed by County. The plan shall include, but may not be limited to the following:

Method of monitoring to ensure that Subaward requirements are being met.

A record of all inspections conducted by Subrecipient, any corrective action taken, the time a problem was first
identified, a clear description of the problem, and the time elapsed between identification and completed corrective action, shall be provided to County upon request.

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QUALITY ASSURANCE PLAN
County maintains the unlimited right to evaluate/monitor Subrecipient’s performance under the Subaward using the quality assurance procedures as defined in Subparagraph 8.15 (County’s Quality Assurance Plan) of this Subaward. Such rights shall also extend to Federal Representatives and State Representatives with Program oversight.

Meetings
Subrecipient is mandated to attend all meetings called by County, or authorized designee. Subrecipient shall be given advance notice of all scheduled meetings with County. Subrecipient may also be required to attend emergency meetings without the above stated advance notice when necessary.

Subrecipient Staff, which include paid Employees and
Volunteers, shall regularly attend meetings that offer ways to expand knowledge of and increase efficiency in the Services provided. These meetings may be scheduled by County. At Subrecipient’s own expense, Subrecipient may elect to attend meetings outside of Los Angeles County that Subrecipient reasonably deems to be beneficial for the delivery of Client Services, as well as other meetings designated by County.

Subrecipient’s failure to attend all mandatory meetings (in-person or online) shall be considered non-compliance with the
Subaward, and may result in further action pursuant to the Subaward, Subparagraph 9.13 (Probation and Suspension), Subaward, Subparagraph 9.18 (Remedies for Non-Compliance), this Statement of Work, Attachment 1 (Performance
Requirements Summary Chart), and any other applicable
remedies.

Subaward Discrepancy Report
Subrecipient shall immediately notify County’s Compliance Manager whenever a Subaward discrepancy is identified. The problem shall be resolved within a time period mutually agreed upon in writing by County and Subrecipient.

County’s Compliance Manager will determine whether a formal Subaward Discrepancy Report shall be issued. Upon receipt of this report, Subrecipient shall respond in writing to County’s Compliance Manager within the timeframe designated by County, acknowledging the reported discrepancies or presenting contrary evidence. A plan for correction of all deficiencies identified in the report shall be submitted to County’s Compliance Manager as prescribed by County.

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County Observations
In addition to County’s contracting staff, other County personnel, State representatives, and Federal representatives may observe the performance/activities and review documents relevant to the Subaward at any time during normal business hours which are defined as five (5) days per week (Monday through Friday), eight (8) hours per day during the hours of 8:00 a.m. to 5:00 p.m., not including County recognized holidays. A list of County
recognized holidays is provided in Attachment 2 (County Recognized Holidays). However, these personnel may not
unreasonably interfere with Subrecipient’s performance.

County’s Needs Assessment
County shall conduct a needs assessment of underserved
communities within six (6) months after the commencement of the Subaward to determine whether the needs of Clients are being met.

DEFINITIONS
For a listing of definitions for this Program, refer to the Subaward, Exhibit P (Definitions).

RESPONSIBILITIES
County’s Personnel
County’s authorized agents reflected in Exhibit E (County‘s Administration) will administer this Subaward according to the Subaward, Paragraph 6.0 (Administration of Subaward –
County). Specific duties will include:

Monitoring Subrecipient’s performance in the daily
operation of this Subaward.

Providing direction to Subrecipient in areas relating
to policy, information and procedural requirements.

Preparing Amendments in accordance with the
Subaward, Subparagraph 8.1 (Amendments).

County will notify Subrecipient in writing of any change in the names or addresses shown.

Intentionally Omitted
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Subrecipient’s Personnel
Subrecipient shall assign a sufficient number of qualified Employees with the appropriate education, licensure, and experience noted below to perform the required Work. These Employees must be capable of establishing effective
communication with Clients as well as other AAA network providers. The total number of Employees shall be based on the method and level of Services provided and the size of the Service area served by Subrecipient.

Subrecipient shall operate continuously throughout the entire term of this Subaward with at least the minimum number of Staff set forth herein, as well as any other applicable staffing requirements of County necessary for Subrecipient to provide Services hereunder. Such personnel shall meet all qualifications in this Subaward, as well as those provided by County through Amendments, Administrative Directives, Change Notices,
Program Memorandums, etc.

Subrecipient shall always have a Staff member that speaks and understands English and has the authority to act on behalf of Subrecipient in every detail available during normal business hours.

Subrecipient shall be required to conduct a background check on its Employees as set forth in Subparagraph 7.5 (Background and Security Investigations) of the Subaward. Subrecipient shall also be required to conduct a background check on any Volunteer, including volunteer Home-Delivered Meal Driver(s), who has direct Client contact and has access to the Client’s personal information and/or case file.

Subrecipient shall notify County of any significant personnel change(s) and shall fill vacancies for critical positions within ten (10) days.

Project Manager
Subrecipient shall have a Project Manager or
designated alternate who will serve as
coordinator/liaison for all Services. This
requirement shall be met through the designation of
either a full-time or part-time position. County must
have access to Project Manager during all hours,
365 days per year. Subrecipient shall provide a
telephone number where Project Manager may be
reached on a twenty-four (24) hours per day basis.

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Subrecipient shall immediately notify County of any
significant change in the status of the Project
Manager position. If for any reason the position
should become vacant, Subrecipient shall
immediately fill the position with a temporary
replacement who can perform the duties of the
Project Manager and shall fill the position with a
permanent qualified person within ten (10) days.

Project Manager or his/her alternate shall have full
authority to act for Subrecipient on all matters
relating to the daily operation of the Subaward.

Project Manager will plan, organize, and direct all
administrative and Program activities related to this
Subaward. Project Manager will define the lines of
authority and will develop the roles and parameters
of responsibility for Staff consistent with established County requirements.

Project Manager will serve as the
coordinator/liaison for all Services, ensuring that
any communications related to ENP are conveyed
to the appropriate personnel. Project Manager or
his/her alternate shall oversee all the daily
Subaward activities.

Minimum Required Education, Experience and
Qualifications
Bachelor’s Degree from an
accredited university.

A minimum of five (5) years of
experience in food service or a
related field.

Demonstrable problem-solving
skills and experience.

Ability to explain administrative
goals, policies, and procedures,
and assist Staff in adjusting to
changes that occur.

Ability to evaluate the
performance of Food Service
Manager(s) and Site Manager(s)
based on established criteria.

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Expertise in the provision of social
services to Older Individuals.

Successful completion of basic
training in Hazard Analysis Critical
Control Point principles within six
(6) months of being hired.

Current certification as a Food
Protection Manager by the
National Restaurant AssociationServSafe® or other recognized organization, or certification within
six (6) months of being hired.

Ability to effectively speak, read,
and write fluently in English.

Food Service Manager
When Subrecipient operates a central kitchento
provide Client meals, Subrecipient shall employ a
Food Service Manager who shall oversee the daily
food service operations at each central kitchen,
both managerial and administrative, of the ENP
(see Subsection 10.12 (Central Kitchen/Caterer) for
central kitchen/caterer requirements).

Minimum Required Education, Experience and
Qualifications
Current certification as a Food
Protection Manager by the
National Restaurant AssociationServSafe® or other recognized organization.

Successful completion of basic
training in Hazard Analysis Critical
Control Point principles, and
within six (6) months of being
hired, shall meet one (1) of the
criteria listed below:

Associate’s
Degree in
institutional food
service
management or a
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field such as, but
not limited to,
restaurant
management, plus
two (2) years of
experience as a
food service
supervisor.

Demonstrate
experience in food
service, such as,
but not limited to,
cooking at a
restaurant, and
within twelve (12)
months of hire,
successful
completion of a
minimum of twenty
(20) hours
specifically related
to food service
management,
business
administration, or
personnel
management at
the college level.

Prior to the
completion of the
required hours,
this individual’s performance shall
be evaluated
through quarterly
monitoring by a
registered
dietitian.

Two (2) years of
experience
managing food
services. Such
experience shall
be verified by
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County prior to
hire.

Must be able to speak, read, and
write fluently in English.

Bilingual English/Spanish fluency
is desirable.

Site Manager
When Subrecipient provides Congregate Meal
Services, Subrecipient shall have a Site
Manager(s) at each Congregate Meal site to
oversee all of the daily activities. The Site Manager
shall physically remain at the site during the times
that Congregate Meal Services occur.

Minimum Required Education, Experience and
Qualifications
Certification as a Food Protection
Manager by the National
Restaurant AssociationServSafe®, or other recognized
organization within six (6) months
of being hired.

Demonstrated ability to treat
Clients and Clients’ family
members with respect and dignity.

Must be able to speak, read, and
write fluently in English.

Bilingual English/Spanish fluency
is desirable.

Home-Delivered Meal Case Worker
When Subrecipient provides Home-Delivered Meal
Services, Subrecipient shall have a HomeDelivered Meal Service Case Worker(s).

Under the direction of Project Manager, HomeDelivered Meal Service Case Worker will conduct an in-home evaluation of a Client’s needs and
identify the Activities of Daily Living, Instrumental
Activities of Daily Living, and other limitations that
impede independent living. Home-Delivered Meal
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Service Case Worker shall make recommendations
and referrals as appropriate to other service
organizations, giving priority to AAA-funded
Programs.

Minimum Required Education, Experience and
Qualifications
Bachelor’s Degree in human
services, or two (2) years of fulltime paid or volunteer experience in homecare or a related field.

Demonstrated ability to
communicate effectively with
Clients and Clients’ family
members.

Demonstrated ability to treat
Clients and Clients’ family
members with respect and dignity.

Must be able to speak, read, and
write fluently in English.

Bilingual English/Spanish fluency
is desirable.

Home-Delivered Meal Coordinator
When Subrecipient provides Home-Delivered Meal
Services, Subrecipient shall have a HomeDelivered Meal Coordinator(s) to coordinate and oversee all Home-Delivered Meal routes. HomeDelivered Meal Coordinator must attend all quarterly in-service training sessions provided by
DASS Program subrecipient’s registered dietitian.

Minimum Required Education, Experience and
Qualifications
Certification as a Food Protection
Manager by the National
Restaurant AssociationServSafe® or other recognized
organization within six (6) months
of being hired.

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Demonstrated ability to treat
Clients and Clients’ family
members with respect and dignity.

Must be able to speak, read, and
write fluently in English.

Bilingual English/Spanish fluency
is desirable.

Home-Delivered Meal Driver(s)
When Subrecipient provides Home-Delivered Meal
Services, Subrecipient shall have a HomeDelivered Meal Service Driver(s) who shall have a current, valid, and appropriate California Driver’s
License and current, valid vehicle insurance in
compliance with Subparagraph 8.24 (General
Provisions for all Insurance Coverage) and
Subparagraph 8.25 (Insurance Coverage) of the
Subaward.

Home-Delivered Meal Service Driver shall be
properly trained in food handling as described in
Subsection 10.3.6. and shall attend trainings
conducted by DASS Program subrecipient as
appropriate.

Demonstrated ability to treat Clients and Clients’
family members with respect and dignity.

Bilingual English/Spanish fluency is desirable.

Other Staff
Senior Community Service Employment
Program Title V Participants
Subrecipient shall utilize the
services of Senior Community
Service Employment Program
(SCSEP) Title V Participants at
Congregate Meal sites whenever
possible.

SCSEP Title V Participants must
be appropriately trained and
qualified for the responsibilities
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assigned prior to beginning those
responsibilities.

Subrecipient shall conduct a
background check on any SCSEP
Title V Participant that has direct
Client contact and has access to
the Client’s personal information
and/or case file. Subrecipient is
not required to conduct a
background check on SCSEP
Title V Participants who only
assist in serving meals at the
Congregate site.

Volunteers
Subrecipient shall recruit, train,
and use Volunteers in any phase
of Program operations where
qualified. Volunteers must be
appropriately trained and qualified
for the responsibilities assigned
prior to beginning those
responsibilities.

Volunteers shall be the sole
responsibility of Subrecipient and
shall report to the Project Manager
or to another Employee as
designated by the Project
Manager (if applicable).

If possible, Subrecipient shall
work in coordination with
organizations that have
experience in providing training,
placement, and stipends for
Volunteers or Clients in a
community service setting (such
as organizations carrying out
Federal service programs
administered by the Corporation
for National and Community
Service (CNCS) (see Exhibit P
(Definitions) of the Subaward).

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Subrecipient shall conduct a
background check on any
Volunteer that has direct contact
with Client and has access to the
Client’s personal information
and/or case file. Subrecipient is
not required to conduct a
background check on Volunteers
who only assist in serving meals at
the Congregate site.

Caterer
When Subrecipient will not use a central kitchen as
the sole means of preparing meals, Subrecipient
shall use a Caterer, which meets the minimum
required education, experience, and qualifications
outlined for the Food Service Manager as stated in
Subsection 6.3.8 (Food Service Manager).

Caterer’s facility must be licensed and shall be
inspected and approved by the DASS Program
subrecipient for placement on County’s list of
Approved Caterers. County must grant final
approval of County list of Approved Caterers prior
to utilization by Subrecipient.

Identification Badges
Subrecipient shall ensure that its Staff are appropriately identified as set forth in the Subaward, Subparagraph 7.4 (Subrecipient’s Staff Identification).

Materials and Equipment
The purchase of all materials/equipment to provide the needed Services is the responsibility of Subrecipient. Subrecipient shall adhere to the requirements for purchasing, inventorying, and disposing of material and equipment obtained under the
Subaward as outlined herein and in the Subaward, Exhibit S (Purchase, Inventory and Disposal Requirements for Fixed Assets, Non-Fixed Assets and Supplies). Subrecipient must obtain County approval in writing prior to the purchase of any equipment or vehicles purchased with Subaward Sums as
described in Exhibit S (Purchase, Inventory and Disposal Requirements for Fixed Assets, Non-Fixed Assets and Supplies).

Subrecipient shall use materials and equipment that are safe for the environment and safe for use by Staff.

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All Staff shall be trained in their assigned tasks and in the safe handling of equipment. All equipment shall be checked daily for safety. All Staff must wear safety and protective gear according to Occupational Health and Safety Administration (OSHA) standards.

Use of Personal Protective Equipment
In addition to using food preparation materials,
safety gear, etc., Subrecipient shall provide its Staff with personal protective equipment, which includes
but is not limited to, a fabric face covering, access
to hand sanitizer or a hand washing station for use
every thirty (30) minutes, etc.

Training
Subrecipient shall provide training programs for all new Staff and continue in-service training for all existing Staff. Training shall include, but is not limited to, the provision of an orientation to all new Staff. Subrecipient shall ensure that Staff, both existing and new, are properly trained in all areas related to providing Services.

Subrecipient shall implement an annual written internal staff training plan developed and reviewed by DASS Program
subrecipient and approved by County. The training plan shall be maintained on file by Subrecipient, and shall identify who is to be trained, who will conduct the training, training content, and date scheduled.

Subrecipient shall ensure that food service staff (including Congregate Meal and Home-Delivered Meal staff and
Volunteers) attend a minimum of four (4) hours of mandatory inservice training annually developed and provided by DASS Program subrecipient’s registered dietitian.

Training sessions conducted by Subrecipient shall be evaluated by those receiving the training.

Subrecipient shall maintain written documentation of all training, including agendas, topics, training materials, training evaluations, and attendance records/sign-in sheets, which include both a name and a signature of attendees. Upon request, Subrecipient shall make training records available for inspection by representatives from the State, County, and DASS Program subrecipient.

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Subrecipient shall ensure that all appropriate Staff attend all training sessions as required by County, held at a County facility, at another site, or online as determined by County for
Subrecipient’s benefit. Further, Subrecipient shall ensure that, at a minimum, Subrecipient’s designated Employee represents Subrecipient at each training session. At Subrecipient’s own expense, Subrecipient may elect to attend educational training opportunities outside of Los Angeles County that Subrecipient reasonably deems to be beneficial for the delivery of Services, as well as other trainings designated by County.

Subrecipient shall attend all mandatory trainings scheduled by County or authorized designee. Mandatory trainings may be held at a County facility, at another site, or online. Subrecipient shall be given advance notice of all scheduled trainings with County.

Subrecipient may also be required to attend emergency trainings without the above stated advance notice when necessary.

Subrecipient shall complete a sign-in sheet for face-to-face (inperson) trainings. County will document attendance for online trainings.

Training sessions conducted by Subrecipient shall be evaluated by those receiving the training.

Subrecipient’s failure to attend all mandatory trainings (in-person or online) shall be considered non-compliance with the
Subaward, and may result in further action pursuant to this Subaward, Subparagraph 9.13 (Probation and Suspension), Subaward, Subparagraph 9.18 (Remedies for Non-Compliance), this Statement of Work, Attachment 1 (Performance
Requirements Summary Chart), and any other applicable
remedies.

Security Awareness Training
Subrecipient shall ensure that Staff who handle
confidential, sensitive, or personal identifying
information relating to ENP complete the Security
Awareness Training module, which is available
online at www.aging.ca.gov, within thirty (30) days
of the start date of the Subaward or within thirty (30) days of the start date of any new Staff who work
under the Subaward.

Subrecipient shall maintain certificates of
completion of Security Awareness Training on file
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and provide them upon request by County or State
representatives.

Subrecipient’s Office
Subrecipient shall maintain a physical office in Los Angeles County where Subrecipient conducts business. Subrecipient’s office shall have an active telephone line. The office shall be open at a minimum during normal business hours and shall be staffed by at least one (1) Employee who can respond to inquiries and complaints which may be received about Subrecipient’s performance of the Subaward. When the office is closed during non-business hours, Subrecipient shall utilize an answering service to receive calls. Subrecipient shall respond to calls received by the answering service within forty-eight (48) hours of receipt of the call. Subrecipient shall always have an Employee with the authority to act on behalf of Subrecipient available during normal business hours.

Subrecipient shall publicly display the days and hours of operation for the provision of Services at all Subrecipient office locations/sites. Subrecipient shall ensure that availability for Services is appropriate for the demographics associated with the Service area (site or office location).

Subrecipient shall ensure that all site locations/buildings and surrounding areas are maintained in a manner consistent with applicable local, State, and Federal occupational safety and sanitation laws and regulations. The premises shall be free of any accumulation of garbage, rubbish, stagnant water, and filthy or offensive matter of any kind to ensure that the premises are maintained in a clean and wholesome condition. The physical locations shall be acceptable and accessible to the public.

Subrecipient shall comply with the Americans with Disabilities Act of 1990, as amended.

Subrecipient shall ensure that all site locations are maintained to prevent the entrance and harborage of animals, birds, and vermin, including but not limited to, rodents and insects.

Subrecipient shall utilize the services of a certified/licensed pest control company are obtained to fumigate the premises and perform pest control services on a monthly basis. Subrecipient acknowledges a licensed pest control operator is the only person that can use products/or chemicals in the facility that are deemed acceptable for a commercial kitchen/foodservice facility.

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Subrecipient shall ensure that Integrated Pest Management (IPM) practices are implemented to provide a pest free
environment. IPM practices include but are not limited to:

Keep garbage tightly covered and remove from
kitchen and dining area quickly and properly.

Properly store all food and supplies.

Check all food and supplies entering the building.

Eliminate plumbing leaks and correct other sources
of moisture.

Increase ventilation where condensation is a
problem.

Seal cracks and other openings to the outside.

Remove trash and stored items outside of the
building such as, stacks of lumber or firewood that
provide hiding places for cockroaches and rodents.

Vacuum cracks and crevices to remove food and
debris.

Ensure that surfaces where food or beverages have
been spilled are cleaned up immediately.

Keep cleaning equipment (e.g., mops, sponges,
cloths) dry and properly stored.

Keep toilets and restrooms cleaned and sanitized.

Keep break areas clean and store personal food in
closed containers.

Report building maintenance issues such as holes
in walls, torn window screens, or openings in door
jams to management/Project Manager for repair.

Use traps and baits to monitor the pest population.

When pests are discovered, Subrecipient shall ensure that the Congregate Meal site, catering site or central kitchen is fumigated upon notification of the sighting to eliminate the pests and shall begin weekly IPM pest control activities. In doing so,
Subrecipient shall ensure that:

Project Manager or his/her designee will contact the
Congregate Meal site catering site or central
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kitchen staff (park supervisor, Center Director, site
manager, etc.) and request that a certified/licensed
pest control company be contacted to fumigate the
site. Subrecipient shall work with the
certified/licensed pest control company to
determine the best method to use for each
Congregate Meal site, catering site or central
kitchen based upon the products/chemicals used
and severity of the infestation.

Project Manager or his/her designee shall notify
County’s Compliance Manager and Program
Analyst, and shall also notify the Congregate Meal
site, catering site, or central kitchen site’s
designated DASS Program subrecipient’s
registered dietitian of the pest sighting.

The Congregate Meal site kitchen, catering site
kitchen, or central kitchen site kitchen will be
immediately closed, and pre-packaged meals will
be served to all Clients until the site has been
fumigated, cleaned, sanitized, and inspected by
DASS Program subrecipient’s registered dietitian
and cleared to resume regular Congregate Meal
Services.

Subrecipient shall be responsible for ensuring that IPM weekly pest control activities are conducted at sites where pests have been observed until the site has been re-inspected and cleared by DASS Program subrecipient’s registered dietitian to resume regular meal service. Weekly IPM pest control activities are to be completed on Fridays after meal service, or Saturdays to ensure that regular meal services resume on Monday with no disruption in meal services.

If no pests are found during the re-inspection by
DASS Program subrecipient’s registered dietitian
and all repairs/conditions have been met to resume
regular meal service at the Congregate Meal site,
catering site, or central kitchen, Subrecipient may
request a waiver to resume monthly fumigation and
pest control services. However, if pests are
observed at the Congregate Meal, catering, or
central kitchen site at any time for a period of three
(3) months or ninety (90) days after the reinspection, Subrecipient shall resume weekly IPM pest control activities for a period three (3) months
or ninety (90) days after the site has had a second
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re-inspection and clearance to resume regular meal
service.

If pests are observed by DASS Program
subrecipient’s registered dietitian during the reinspection, and/or requested repairs have not been made, Subrecipient shall ensure that the site is refumigated and weekly IPM activities are conducted for a period of three (3) months or ninety (90) days
after the Congregate Meal, catering or central
kitchen site has had a second re-inspection and
clearance by DASS Program subrecipient’s
registered dietitian to resume regular meal
service. Subrecipient may ask for a waiver to
resume monthly fumigation and pest control
services after the ninety (90) day waiting period if
there are no additional pest sightings and all other
IPM activities have been met.

Congregate Meal, catering or central kitchen sites are considered to have severe infestations if they continue to have pest sightings after weekly IPM activities and two fumigations. Subrecipient shall ensure that these sites continue weekly IPM activities for a period of six (6) months or 180 days after the site has been reinspected and cleared by DASS Program subrecipient’s registered dietitian to resume regular meal service. Subrecipient may ask for a waiver to resume monthly fumigation and pest control services after the 180-day waiting period if there are no additional pest sightings and all other IPM activities have been met.

Any Congregate Meal, catering, or central kitchen site that has pest control issues shall keep a Weekly Log of their pest control activities using the IPM approach until a waiver to resume monthly fumigation and pest control services is granted.

Subrecipient shall adhere to regulations/instructions in the Los Angeles County Area Agency on Aging Foodservice Standard Operating Procedures manual. Subrecipient shall keep written Pest Control Reports and weekly pest control activity logs on file and made available for review by County and DASS Program subrecipient.

Points will be deducted by the DASS Program
subrecipient’s registered dietitian on their monthly
site audit report, whether or not the registered
dietitian is present, if pests are observed in the
following locations:

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Food preparation
Food storage
Ware washing areas
Indoor Client dining areas
Restrooms
Any area adjacent to the above
cited locations that would
compromise the food preparation
and/or storage facility
Subrecipient shall observe all applicable local, State, and Federal health and safety standards. Subrecipient shall ensure that all Clients and all Staff who are in a position not covered under the Occupational Health and Safety Act of 1970, as amended (Title 29 United States Code Section 651 et seq.), and/or the California Occupational Safety and Health Act as amended (California Labor Code Section 6300 et. Seq.), are not required or permitted to work, be trained, or receive Services under working conditions that are unsanitary, hazardous, or otherwise detrimental to a person’s health or safety.

Multilingual and Multicultural Capabilities of Subrecipient Staff Subrecipient must be committed and sensitive to the delivery of Services that are culturally and linguistically appropriate. To that end, Subrecipient must seek to hire qualified Employees who are multilingual and/or multicultural in order to better reflect the communities served.

Subrecipient and its Staff are expected to develop cultural competency and cross-cultural clinical practice skills.

Subrecipient must also develop effective linkages with various ethnic, health, and social service agencies for the benefit of Clients to reflect the ethnic and cultural needs of the community being served.

To the extent feasible, Subrecipient shall provide Services in the primary/native language of Client or in areas where a significant number of Clients do not speak English as their primary language. Subrecipient shall make efforts to employ individuals and recruit Volunteers who are bilingual or who are fluent in the dominant languages of the community. Subrecipient shall not require any Client to provide his/her own interpreter
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HOURS/DAYS OF WORK
Subrecipient shall provide Services and be available to all Clients, potential Clients, and referral sources, as well as County representatives at a minimum during normal business hours. A list of County recognized holidays is provided in Attachment 2 (County Recognized Holidays).

For any site closure, disruption of Services for any non-County recognized holidays (i.e., vacations, city shut-downs, religious holidays, etc.), or any deviation from the traditional Monday through Friday schedule of Services, days, or times, Subrecipient shall submit a written request to County’s Program Manager at least ten (10) business days in advance of the closure/deviation date. This request shall state the date and reason for the closure/deviation and shall provide an action plan to ensure that delivery of Services is not disrupted. The request and action plan must be approved by County’s Program Manager in writing prior to its implementation. The meal service must be available all weekdays and at minimum three (3) days per week at any one site.

Subrecipient must make arrangements for meals to be provided to Clients to cover all days that sites are closed during non-County recognized holidays.

Subrecipient shall also ensure that all Home-Delivered Meal Clients receive meals for days that Subrecipient is closed for non-County recognized holidays.

Subrecipient’s staff shall provide personal telephone contact with Clients, potential Clients, and County, during Subrecipient’s hours of operation.

Subrecipient shall also ensure that each office location has a telephone answering machine or voice mail system in place during non-business hours.

Subrecipient’s staff shall check and respond to all messages in a timely manner but not to exceed forty-eight (48) hours within receipt of the call.

WORK SCHEDULES
Subrecipient shall submit a work schedule for each site to County’s Program Manager within fourteen (14) days prior to starting work. Said work schedules shall be set on an annual calendar identifying all the required on-going specific tasks and task frequencies.

Subrecipient shall submit revised schedules when actual performance differs substantially from planned performance. Said revisions shall be submitted to County’s Program Manager for review and approval within fourteen (14) business days prior to scheduled time for work.

County may request, at its sole discretion, a deviation of regular work schedule to address site/task demands.

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UNSCHEDULED WORK
County’s Program Manager or his/her designee may authorize Subrecipient to perform unscheduled work, including, but not limited to, repairs and replacements when the need for such work arises out of extraordinary incidents such as vandalism, acts of nature, and third party negligence; or to add to, modify or refurbish existing facilities. In the event of an emergency, at its sole discretion, County may request that Subrecipient provide Services beyond normal business hours.

Prior to performing any unscheduled work, Subrecipient shall prepare and submit a written description of the work with an estimate of labor and materials. If the unscheduled work exceeds Subrecipient’s estimate, County’s Program Manager or his/her designee must approve the excess cost. In any case, no unscheduled work shall commence without County’s prior written authorization.

When a condition exists wherein there is imminent danger of injury to the public or damage to property, Subrecipient shall contact County’s Program Manager for approval before beginning the work. A written estimate shall be sent within twenty-four (24) hours for approval. Subrecipient shall submit an invoice to County’s Contract Manager within five (5) business days after completion of the work.

All unscheduled work shall commence on the established specified date.

Subrecipient shall proceed diligently to complete said work within the time allotted.

County reserves the right to perform unscheduled work itself or assign the work to another subrecipient.

SPECIFIC WORK REQUIREMENTS
General ENP Requirements
Subrecipient shall provide Services as described within this Statement of Work, the Subaward terms and conditions, and the following regulations:

Older Americans Act reauthorized (OAA) (Title 42
United States Code Section 3001 et seq.)
Code of Federal Regulations (45 CFR 1321 et seq.)
California Code of Regulations (CCR) Title 22
California Code of Regulations Section 7000 et seq.

Older Californians Act (OCA)
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Welfare and Institutions Code (WIC) Section 9000
et seq.

California Business and Professions Code,
Sections 2585 and 2586
California Retail Food Code (California Health and
Safety Code Section 113700 et seq.)
Los Angeles County Area Agency on Aging
Foodservice Standard Operating Procedures
manual
Subrecipient shall provide meals, meeting the criteria further described in this Section 10.0, to Clients.

Each meal shall provide a minimum of one-third
(1/3) of the current Dietary Reference Intakes
established by the Food and Nutrition Board,
Institute of Medicine, National Academy of
Sciences for the elderly population, and follow the
most recent Dietary Guidelines for Americans
published by the United States Department of
Health and Human Services and the United States
Department of Agriculture (USDA). The meal
pattern must also follow the guidelines established
by County, as updated and distributed annually.

Each meal provided by Subrecipient shall comply
with applicable provisions of State and/or local laws
regarding the safe and sanitary handling of food,
equipment, and supplies used in the storage,
preparation, service, and delivery of meals to
Clients as well as satisfy all the requirements of
Title 22 California Code of Regulations Section
7638.5 and safety standards as written in the
current California Retail Food Code (California
Health and Safety Code Section 113700 et seq.)
and all standards as identified in the Los Angeles
County Area Agency on Aging Foodservice
Standard Operating Procedures manual.

Subrecipient shall provide meals to Clients in a
sanitary manner to assure absence of
contamination. When Subrecipient provides HomeDelivered Meals to any Client, those meals shall be packaged to assure temperature control.

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Subrecipient must serve a minimum of one (1) meal per day, five (5) or more days per week. Meals must be provided a minimum of 249 days per Fiscal Year. Subrecipient must obtain prior written approval from County in order to provide meals on a reduced frequency.

Providing Services at ENP Meal Sites and Routes
Subrecipient shall provide Services for each
Congregate Meal site that is indicated in
Attachment 8 (Site Summary) as well as Exhibit X
(Mandated Program Services) of the Subaward and
each Home-Delivered Meal route that is indicated
in Attachment 10 (Route Summary) as well as
Exhibit X (Mandated Program Services) of the
Subaward.

Subrecipient shall complete Attachment 8 (Site
Summary) for the Congregate Meal Program and
shall adhere to the requirements outlined in
Attachment 9 (Guidelines for Developing Site
Summary) when completing this Attachment.

Subrecipient shall complete Attachment 10 (Route
Summary) for the Home-Delivered Meal Program
and shall adhere to the requirements outlined in
Attachment 11 (Guidelines for Developing Route
Summary) when completing this Attachment.

Subrecipient shall submit these Attachments to
County’s Program Manager in the time and manner
as indicated in Subparagraph 9.22 (Subaward
Document Deliverables) of the Subaward.

Minimum Services for Vulnerable and High-Risk Clients
Subrecipient shall determine the Nutritional Risk
Score for each Client using the factors established
in Attachment 4 (Universal Intake Form), Section 5
(Nutritional Risk Factors). For each Fiscal Year of
the Subaward, in addition to the other Work
requirements included herein, Subrecipient shall
ensure that ENP Services are provided to
Vulnerable and High-Risk Clients, as determined by
each Client’s Nutritional Risk Score, as follows:

Congregate Meal Services: No
less than fifteen percent (15%) of
those Clients receiving
Congregate Meal Services shall
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have a Nutritional Risk Score of
six (6) or above.

Home-Delivered Meal Services:

No less than sixty-five percent
(65%) of those Clients receiving
Home-Delivered Meal Services
shall have a Nutritional Risk Score
of six (6) or above.

Subrecipient shall input a record of all Services delivered including the actual number of meals served per Client per day, Telephone Reassurance contact with Clients, Initial
Assessments, Reassessments, and all other Client contacts in the Management Information System.

Subrecipient shall input a record of all non-delivered Congregate Meals in the Management Information System for the purpose of tracking unmet needs. Subrecipient shall not deny a meal to a Congregate Meal Client unless all other alternate funding options have been exhausted.

Subrecipient shall also enter into the Management Information System all information which the AAA requires (e.g. Nutrition Risk Score, Activities of Daily Living, Instrumental Activities of Daily Living, and demographic information) in order to meet its planning, coordination, evaluation and reporting requirements.

This includes requests to complete missing mandatory fields in the Management Information System.

Subrecipient shall not deny the serving of a meal to a Client who has failed to make a reservation when food is available.

Where feasible and appropriate, Subrecipient must make
arrangements for the availability of a minimum of three (3) meals to Clients during a major disaster, as defined in Title 42 United States Code Section 5122(2).

Subrecipient shall prepare a menu of the meals to be served at each Congregate Meal site. Subrecipient shall ensure that its menus:

Conform to the menu planning and nutrition
standards of County and CDA. Subrecipient shall
review, utilize, and adhere to Menu Writing
Specifications and Requirements as revised
annually by County and CDA.

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Are approved by DASS Program subrecipient’s
registered dietitian prior to submission for
certification by DASS Program subrecipient’s lead
registered dietitian and County. Menus must be
certified annually.

Are planned for a minimum of five (5) weeks.

Are posted weekly in the kitchen at each
Congregate Meal site.

Are posted monthly at each Congregate Meal site
dining room in a location easily seen by Clients.

Are legible and easy to read in English and the
language of the majority of the Clients.

Reflect cultural and ethnic dietary needs of Clients,
when feasible and appropriate.

Adhere to a low sodium content with a target of 500
mg to 750 mg sodium per meal. Catered ethnic
menus may exceed sodium target with DASS
Program subrecipient’s registered dietitian
approval.

To the maximum extent practicable, each meal may be adjusted to meet any special dietary needs of Clients. Special dietary menu variations must be approved by DASS Program
subrecipient’s registered dietitian.

Congregate Meal Services Requirements
Subrecipient shall provide Congregate Meal Services, which include the procurement, preparation, transportation, and serving of nutritious meals to Older Individuals, who meet the criteria identified in Subsection 10.2.2 (Eligibility for Congregate Meal Services), in a group setting at strategically located sites. These Services are intended to reduce hunger and food insecurity, to maintain or improve the physical and social well-being of Older Individuals, and to promote the health and well-being of Older Individuals by assisting them to gain access to nutrition and other disease prevention and health promotion services to delay the onset of adverse health conditions resulting from poor nutritional health or sedentary behavior.

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Eligibility for Congregate Meal Services
Individuals are eligible to become Clients and
receive Congregate Meal Services at a Congregate
Meal site, a location where meals are served, when
they meet at least one (1) of the following criteria:

An Older Individual.

The spouse of any Older
Individual who accompanies the
Older Individual (who participates
in the Program) to the Congregate
Meal site.

A person with a disability, under
age sixty (60), who resides in a
housing facility at which
Congregate Meal Services are
provided, and which is occupied
primarily by Older Individuals.

A disabled individual who resides
at home with and accompanies an
Older Individual (who participates
in the Program) to the Congregate
Meal site. Disability is a condition
attributable to mental or physical
impairments that result in
substantial functional limitations in
one (1) or more of the following
areas of major life activity:

Self-care
Receptive and
expressive
language
Learning
Mobility
Self-direction
Capacity for
independent living
Economic selfsufficiency
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Cognitive
functioning
Emotional
adjustment
Eligibility for Volunteer Meals
A Volunteer is a person who participates in
providing ENP Services without pay. Subrecipient
shall develop a written policy for providing and
accounting for Volunteer meals served for
Volunteers under age sixty (60). Volunteers are
eligible to receive an ENP meal under the following
criteria:

A Volunteer who is sixty (60) years
of age or older meets the age
eligibility criteria to be registered
to receive meals from a
Congregate Meal site.

A Volunteer who is under sixty
(60) years of age may be offered
a meal if doing so will not deprive
an Older Individual of a meal.

Client Assessment for Congregate Meal Services
Congregate Meal Initial Assessment
Requirements of Potential Client
Subrecipient shall complete an
Initial Assessment to determine
potential Client’s eligibility either
two (2) weeks before or two (2)
weeks after potential Client’s
Congregate Meal Services first
begin by using Attachment 4
(Universal Intake Form) as
provided annually by County.

Subrecipient shall complete the
following information on the
Universal Intake Form for the
potential Client:

Name
Address
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Date of Birth
Gender
Sexual Orientation
and Gender
Identity (SOGI)
Veteran Status
Race/Ethnicity
Relationship
Status
Type of Residence
(house,
apartment, etc.)
Living
Arrangement
(alone/not alone)
Rural
Designation/Uninc
orporated City
Receive In-Home
Supportive
Services
Income Status
(which shall be
identified as at,
above, or below
the Administration
on Community
Living (ACL)
Federal Poverty
Guidelines)
Primary Language
Spoken
Nutritional Risk
Score (utilizing the
Nutrition
Screening
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Initiative
Checklist)
Activities of Daily
Living/Instrumenta
l Activities of Daily
Living
Subrecipient shall enter the
Client’s Initial Assessment data
into the Management Information
System within two (2) weeks of the
initial contact with the client and
prior to the date that the Client
begins receiving ENP Services.

The Initial Assessment will be
considered incomplete if any of
the data listed above is missing.

Subrecipient shall assign an
Employee to have the primary
responsibility for Client data entry
into Management Information
System. This person will be the
primary contact person for Client
data issues and problems. The
individual will be assigned a
password to log-in and enter
Client information. A back-up
Employee must be designated to
act on behalf of the primary
Management Information System
contact person in the event of his
or her absence.

Subrecipient shall inform County
of the name of the Subrecipient’s
Management Information System
Employee and back-up Employee
at the start of this Contract and
within two (2) weeks of any
reassignment or substitution. Only
those Subrecipient Employees
who have been designated by
Subrecipient and assigned a
password by County shall be
allowed to access Management
Information System.

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Subrecipient shall work with the
DASS Program subrecipient
identified in the AAA Provider List
(as provided by County on an
annual basis) to refer Clients that
Subrecipient has assessed as
diabetic, and/or have a high
nutrition risk score of ten (10) or
higher, or a nutrition risk score of
six (6) to nine (9) and meet a
secondary criteria, according to
the National Screening Initiative
Checklist (refer to Subsection

10.9 (Mandatory Coordination
with Dietary Administrative
Support Services Program
Subrecipient)).

Subrecipient must include a
written record of each Client’s
Initial Assessment, any
Reassessment (as described in
Subsection 10.2.4.2 (Congregate
Meal Reassessment
Requirements)), and any other
updates in the Client's file.

Subrecipient shall assist Clients in
taking advantage of benefits
under other supportive services
programs (e.g., Title 45 Code of
Federal Regulations Section
1321.65(f)), and Subrecipient
shall provide referral(s) to these
programs as necessary.

Congregate Meal Reassessment Requirements
Subrecipient shall conduct a
Reassessment by completing a
new Attachment 4 (Universal
Intake Form) as described in
Subsection 10.2.4.1 (Congregate
Meal Initial Assessment
Requirements of Potential Client).

A Reassessment shall be
performed annually for each
Client and entered into the
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Management Information System
during the first quarter (July 1st to
September 30th) of each Fiscal
Year for all continuing Clients who
will receive services that Fiscal
Year.

Subrecipient shall enter the
Client’s Reassessment data into
the Management Information
System within two (2) weeks of
completing the Reassessment.

Meal delivery to the Congregate Meal site requires that Subrecipient:

Must ship hot food to Congregate Meal site(s) in
insulated containers, heated containers, or heated
trucks to maintain a temperature of one hundred
forty degrees Fahrenheit (140˚F) or above.

Must ship cold food to Congregate Meal site(s) in
ice chests, insulated containers, or refrigerated
trucks to maintain a temperature of forty-one
degrees Fahrenheit (41˚F) or below. Cold food
shall not come in contact with ice.

Must ship frozen food to Congregate Meal site(s) in
an ice chest with ice, ice blanket or blue ice to
maintain a solid, frozen state. Ice cream shall be at
or below temperatures of seven to ten degrees
Fahrenheit (7˚ - 10˚F).

May ship bread, whole fruits, cookies, cakes, and
other non-potentially hazardous foods to
Congregate Meal site(s) at room temperature.

Temperatures of all hot, cold, and frozen foods
must be taken upon delivery to the Congregate
Meal site and annotated on a food delivery sheet as
instructed in the Los Angeles County Area Agency
on Aging Foodservice Standard Operating
Procedures manual.

Meal Service requires that Subrecipient shall:

Maintain hot food hot, as described in Subsection

10.2.5.1, for a maximum of three (3) hours from the
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completion of cooking at the central kitchen to the
completion of service at the Congregate Meal site.

Maintain hot food hot, as described in Subsection

10.2.5.1, for a maximum of two (2) hours at the
Congregate Meal site.

Serve meals at a regularly scheduled time at each
Congregate Meal site.

Follow the provisions of “Offer Versus Serve” as
found in Title 7 Code of Federal Regulations Part
226.20(p).

Ensure each Congregate Meal site maintains a
minimum participation of at least fifteen (15) Clients
per day. Subrecipient may submit a written request
to County for a waiver to deviate from this
requirement.

Each meal shall be served in a Congregate Meal
site facility that complies with the Americans with
Disabilities Act (ADA) of 1990, as amended (Title
42 United States Code Section 12101 et seq.).

Each facility must have restrooms, lighting, and
ventilation, which meet the requirements of
California Health and Safety Code Section 113700,
et seq. Equipment, including sturdy tables and
chairs, shall be appropriate for Older Individuals.

Tables should be arranged to assure ease of
access and encourage socialization.

Subrecipient shall allow presence of Service Animals as follows:

The ADA defines service animals as dogs that are
individually trained to do work or perform tasks for
people with disabilities. Examples of such work
include guiding people who are blind, alerting
people who are deaf, pulling a wheelchair, alerting
and protecting a person who is having a seizure,
reminding a person with mental illness to take
prescribed medications, etc. Dogs whose sole
function is to provide comfort or emotional support
do not qualify as service animals under the ADA.

State and local governments, businesses, and
nonprofit organizations that serve the public
generally must allow service dogs to accompany
people with disabilities in all areas of the facility
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where the public is normally allowed to go, such as:
patient rooms in hospitals, hospital clinics, hospital
cafeterias, hospital examination rooms, etc.

Subrecipient shall allow the use of service animals
at all Congregate Meal sites. Service animal must
be harnessed, leashed, or tethered, unless these
devices interfere with the service animal's work or
the Client’s disability prevents using these devices.

In that case, Subrecipient may require that the
Client must maintain control of the service animal
through voice, signal, or other effective controls.

Subrecipient acknowledges that a Client with a
disability cannot be asked to remove their service
animal from the premises unless the service animal
is out of control and the Client does not take
effective action to control it or if the service animal is not housebroken. When there is a legitimate
reason to ask that a service animal be removed,
staff must offer the Client with the disability the
opportunity for Services without the service
animal's presence.

Subrecipient acknowledges that Subrecipient's
sites that sell or prepare food must allow service
animals in public areas even if State or local health
codes prohibit animals on the premises. This
includes Congregate Meal sites. Subrecipient Staff
are not required to provide food or care for a service
animal.

Subrecipient shall ensure that Clients with
disabilities who use service animals will not be
isolated from other Clients, treated less favorably
than other Clients, or charged fees that are not
charged to other Clients without service animals.

When it is not obvious what service a service animal
provides, only two (2) limited questions may be
asked:

Is the animal a service animal
required because of a disability?
What work or task has the service
animal been trained to perform?
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Subrecipient Staff cannot ask about a Client’s
disability, require medical documentation, require a
special identification card or training documentation
for a for a service animal, or ask that the service
animal demonstrate its ability to perform any work
or task.

Subrecipient shall ensure that Clients who attend Congregate Meal sites operating in Adult Day Programs and Elderly Housing Facilities meet the eligibility criteria specified in Subsection 10.2.2 (Eligibility for Congregate Meal Services) for Congregate Meal Services; and these sites shall meet the following criteria listed below:

Be open to the general public.

Not receive funds from another source (i.e., MediCal, private payment fees in the form of a flat/bundled rate, etc.) for the cost of the same meal, equipment or Services.

Home–Delivered Meal Services Requirements
Subrecipient shall provide Home-Delivered Meal Services, which include the procurement, preparation, service, and delivery of nutritious meals in home environments/settings to Older Individuals who are homebound by reason of illness, disability or isolation, and meet the criteria identified in Subsection 10.3.2 (Eligibility for Home-Delivered Meal Services). Home-Delivered Meal Services are intended to reduce hunger and food insecurity, maintain and/or improve the physical and social well-being of homebound Older Individuals, and to make referrals for nutrition education, nutrition counseling, and other nutrition services, as appropriate, based on the needs of these Individuals.

Eligibility for Home-Delivered Meal Services
Individuals are eligible to become Clients and
receive Home-Delivered Meal Services when they
meet at least one (1) of the following criteria:

An Older Individual who is frail and
homebound by reason of illness,
disability, or isolation. Priority shall
be given to Older Individuals
described herein. Frail, as defined
in Title 22 California Code of
Regulations Section 7119, is an
Older Individual who is
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determined to be functionally
impaired because the Older
Individual either:

Is unable to
perform at least
two (2) Activities of
Daily Living (ADL),
including:
breathing, bathing,
toileting, dressing,
feeding,
transferring and
mobility and
associated tasks,
without substantial
human
assistance,
including
supervision,
verbal reminding,
or physical cueing;
or
Due to a cognitive
or other mental
impairment,
requires
substantial
supervision
because the Older
Individual behaves
in a manner that
poses a serious
health or safety
hazard to the
Individual or to
others.

The spouse of any Older
Individual described in this
Subsection 10.3.2, regardless of
the spouse’s age or condition, if
an assessment by Subrecipient
concludes that it is in the best
interest of the frail/homebound
Older Individual.

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An individual with a disability who
resides in the home of any Older
Individual as described in this
Subsection 10.3.2, if an Initial
Assessment (defined in
Subsection 10.3.3.1 (HomeDelivered Meal Initial Assessment Requirements of Potential Client))
by Subrecipient concludes that it
is in the best interest of the
homebound Older Individual.

Client Assessment for Home-Delivered Meal Services
Home-Delivered Meal Initial Assessment
Requirements of Potential Client
Subrecipient's initial
determination of potential Client’s
eligibility for Home–Delivered
Meal Services may be
accomplished by telephone.

Subrecipient shall complete a
written Initial Assessment to
determine potential Client’s
eligibility in the potential Client’s
home either two (2) weeks before
or two (2) weeks after potential
Client’s Home-Delivered Meal
Services first begin by using
Attachment 4 (Universal Intake
Form) as provided annually by
County. Completion of written
Initial In-Home Assessment also
pertains to all potential Clients that
require placement on the HomeDelivered Meal Services Waitlist.

The Initial Assessment shall
include the type of meal
appropriate for the potential Client
in their living environment and
Subrecipient shall check to see if
the potential Client has a stove or
microwave to heat or reheat
meals. Subrecipient shall
complete the following information
on the Los Angeles County Area
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Agency on Aging Universal Intake
Form for the potential Client:

Name
Address
Date of Birth
Gender
Sexual Orientation
and Gender
Identity (SOGI)
Veteran Status
Race/Ethnicity
Relationship
Status
Type of Residence
(house,
apartment, etc.)
Living
Arrangement
(alone/not alone)
Rural Designation/
Unincorporated
City
Receive In-Home
Supportive
Services
Income Status
(which shall be
identified as at,
above, or below
the ACL Federal
Poverty
Guidelines)
Primary Language
Spoken
Nutritional Risk
Score (utilizing the
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Nutrition
Screening
Initiative
Checklist)
Activities of Daily
Living/Instrumenta
l Activities of Daily
Living
Subrecipient shall enter the
Client’s Initial Assessment data
into the Management Information
System within two (2) weeks of the
initial contact with the Client and
prior to the date that the Client
begins receiving ENP Services.

The Initial Assessment will be
considered incomplete if any of
the data listed above is missing.

Subrecipient shall assign an
Employee to have the primary
responsibility for Client data entry
into Management Information
System. This person will be the
primary contact person for Client
data issues and problems. The
individual will be assigned a
password to log-in and enter
Client information. A back-up
Employee must be designated to
act on behalf of the primary
Management Information System
contact person in the event of his
or her absence.

Subrecipient shall provide County
the name of Subrecipient’s
Management Information System
Employee and back-up Employee
at the start of this Subaward and
within two (2) weeks of any
reassignment or substitution.

Only those Subrecipient
Employees who have been
designated by Subrecipient and
assigned a password by County
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shall be allowed to access
Management Information System.

Subrecipient shall complete
Attachment 13 (Home-Delivered
Meal Program Priority of Service
Screening Tool) for all HomeDelivered Meal Clients.

Instructions for completing the
form are provided in Attachment
14 (Home-Delivered Meal
Program Priority of Service
Screening Tool Instructions).

Home-Delivered Meal Clients
shall also be assessed to
determine their need for nutritionrelated supportive services and be referred as necessary.

Subrecipient shall work with the
DASS Program subrecipient
identified in the AAA Provider List
(as provided by County on an
annual basis) to refer HomeDelivered Meal Clients that Subrecipient has assessed as
diabetic, and/or have a high
nutrition risk score of ten (10) or
higher, or a nutrition risk score of
six (6) to nine (9) and meet a
secondary criteria, according to
the National Screening Initiative
Checklist (refer to Subsection

10.9 (Mandatory Coordination
with Dietary Administrative
Support Services Program
Subrecipient)).

Subrecipient shall implement
criteria to assess the level of need
for each eligible Home–Delivered
Meal Service Client as outlined in
Subsection 10.3.2 (Eligibility for
Home-Delivered Meal Services),
and in the appropriate section(s)
of the most current edition of the
Los Angeles County Area Agency
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on Aging Foodservice Standard
Operating Procedures manual.

Home-Delivered Meal Reassessment
Requirements
Subrecipient shall perform a
Reassessment of a Client’s needs
a minimum of once every three (3)
months (on a quarterly basis)
during the Fiscal Year. A
minimum of one (1)
Reassessment shall be entered
into the Management Information
System during the first quarter
(July 1st to September 30th) of
each Fiscal Year for all continuing
Clients who will receive services
that Fiscal Year.

Reassessments shall be
conducted in the Client’s home at
least every other quarter.

Subrecipient may schedule
Reassessments according to the
Home-Delivered Meal routes
which is assigned to Client (i.e., all
Clients on a Home-Delivered Meal
route are assigned to receive
telephone and/or In-Home
Reassessments at the same
time). Subrecipient shall conduct
Reassessments on the following
schedule commencing three (3)
months from when the Client first
begins receiving Home-Delivered
Meal Services:

Three (3) Month
Reassessment:

Telephone the
Client to
determine if the
need for HomeDelivered Meal
Services still
exists.

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Six (6) Month
Reassessment:

Conduct an InHome visit to
determine if the
need for HomeDelivered Meal
Services still
exists. The visit
may include an
evaluation of the
type of meal (i.e.
hot and/or frozen)
the Client
receives. Also,
ask the Client for
the number of
Emergency Meals
the Client has
remaining.

Nine (9) Month
Reassessment:

Telephone the
Client to
determine if the
need for HomeDelivered Meal
Services still
exists.

Twelve (12) Month
Reassessment:

Perform a
Reassessment by
completing a new
Attachment 4
(Universal Intake
Form) as stated in
Subsection

10.3.3.1 (HomeDelivered Meal
Initial Assessment
Requirements of
Potential Client).

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This Reassessment shall be
conducted in the Client’s home.

Subrecipient shall enter Client’s
Reassessment into the
Management Information System
within two (2) weeks of completing
the Reassessment.

Subrecipient shall thereafter
conduct a quarterly update of
Client’s needs based on the three
(3), six (6), nine (9) and twelve
(12) month schedule.

Home-Delivered Meal Waiting List
Reassessment Requirements
Subrecipient shall conduct an inhome assessment for Clients who remain on the Home-Delivered
Meal Waiting List on the third (3rd)
and ninth (9th) month after the
Initial Assessment (refer to
Subsection 10.3.4 (HomeDelivered Meal Waiting List
Requirements)).

Subrecipient shall make every
effort to ensure that HomeDelivered Meal Clients that are removed from the Program are
referred to and linked with other
nutrition-related supportive
services programs for Older
Individuals.

Home-Delivered Meal Waiting List Requirements
Subrecipient must establish and maintain a monthly
Home-Delivered Meal Waiting List in the
Management Information System when it is unable
to provide meals for all Clients who are waiting to
receive Home-Delivered Meals.

A Client’s position on the Home-Delivered Meal
Waiting List shall be prioritized based on the Client
meeting criteria for the greatest economic/social
need, being at risk for institutional placement if
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meals are not provided, and/or in accordance with
policy established by Subrecipient and approved by
the DASS Program subrecipient’s registered
dietitian.

Subrecipient shall complete Attachment 13 (HomeDelivered Meal Program Priority of Service Screening Tool) for all Clients on the HomeDelivered Meal Waiting List.

The Home-Delivered Meal Program Priority of
Service Screening Tool establishes a weight factor
to determine priority placement on the HomeDelivered Meal Waiting List. Subrecipient shall give priority of Service to Clients with the greatest need
and the highest overall score.

Subrecipient shall enter the name and demographic
information of Clients placed on the HomeDelivered Meal Waiting List into the Management Information System.

Subrecipient shall provide a Telephone
Reassurance call to Clients (age sixty (60) or older)
on the Home-Delivered Meal Waiting List each
month to ascertain whether Services are still
needed.

If Services are no longer needed due to enrollment
in the Home-Delivered Meal Program; Subrecipient
shall change the Client’s status in the Management
Information System from “waiting list” to “enrolled”
and add an end date to the waiting list. If Services
are no longer needed due to other factors such as
the Client is no longer interested, etc., Subrecipient
shall remove the Client’s name from waiting list and
enter an end date.

Existence of Home Delivered Meals Waiting List
deems justification for monitoring visits by the
County’s Contract Compliance Division.

Each Home-Delivered Meal may consist of hot, cold, and/or frozen food.

Meal delivery to Home-Delivered Meal Clients requires that Subrecipient:

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Subrecipient shall obtain County permission in
writing prior to providing Home-Delivered frozen
Meals to Clients.

Subrecipient shall set regular delivery schedules so
meals will be delivered at a consistent time each
day.

Subrecipient must provide written instructions for
handling and re-heating Home–Delivered Meals in
the language of the majority of Clients being served
Home-Delivered Meals.

Must ship hot meals to Home-Delivered Meal
Clients in insulated containers, heated containers,
or heated truck to maintain a temperature of one
hundred forty degrees Fahrenheit (140˚F) or above.

Must ship cold food to Home-Delivered Meal
Clients in ice chests, insulated containers, or
refrigerated trucks to maintain a temperature of
forty-one degrees Fahrenheit (41˚F) or below. Food
should not come in contact with ice.

Must ship frozen meals to Home-Delivered Meal
Clients in an ice chest with ice, ice blanket or blue
ice to maintain a solid, frozen state. Ice cream shall
be at or below temperatures of seven – ten degrees
Fahrenheit (7˚ - 10˚F).

May ship bread, whole fruits, cookies, cakes, and
non-potentially hazardous foods to HomeDelivered Meal Clients at room temperature.

Home-Delivered Hot Prepackaged Meals
Home–Delivered hot prepackaged meals shall be
delivered to Clients in a manner that maintains
appropriate temperatures and that protects them
from potential contamination from dust, insects,
rodents, unclean equipment and utensils, and
unnecessary handling.

Home-Delivered Meal routes must be completed in
the shortest time possible to assure absence of
contamination. Home-Delivered hot prepackaged
meals must be delivered to Clients within three (3)
hours after food has left the central kitchen.

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Subrecipient, central kitchen, or caterer must utilize
a batch production cooking schedule (producing the
product in multiple loads/batches) if the same
drivers deliver meals on two (2) routes on the same
day. Hot food may not be held for more than three
(3) total combined hours in the central kitchen and
in the delivery vehicle before delivery.

Home-Delivered Frozen Meals
Subrecipient shall obtain County permission in
writing prior to providing Home-Delivered Frozen
Meals to Clients.

Subrecipient shall conduct an assessment on a
Client’s capability to receive a Home-Delivered
Frozen Meal and ability to prepare a frozen meal
prior to implementing Home-Delivered Frozen Meal
service.

Frozen Home-Delivered Meals and any
accompanying cold and room temperature items
shall be delivered to Clients in a sanitary manner to
assure absence of contamination and shall be
packaged to assure temperature control.

Delivery of Frozen Home-Delivered Meals may
extend beyond three (3) hours provided the frozen
meals remain solidly frozen and do not rise above
twenty-nine degrees Fahrenheit (29˚), and any
accompanying cold food must maintain a
temperature of forty-one degrees Fahrenheit (41˚F)
or below.

Meals must remain frozen until the final delivery is
complete. Temperature should be no higher than
twenty-nine degrees Fahrenheit (29˚F).

Emergency Meal Services Requirements for Home-Delivered Meal Clients
Subrecipient shall provide Emergency Meal Services, which include shelf stable meals provided to Older Individuals who are homebound by reason of illness, disability or who are otherwise isolated. These Services include provision of a minimum of three (3) shelf-stable meals per Fiscal Year. These meals are to be used in the event of an emergency or natural disaster such as earthquakes, power outage, floods, or any disruption of regular DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 281 of 1182
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meal service to ENP Clients who are receiving Home-Delivered Meal Services.

Eligibility for Emergency Meal Services
Individuals are eligible to become Clients and
receive Emergency Meal Services when they meet
the following criteria:

A Home-Delivered Meal Client
(age sixty (60) or older) who is frail
and homebound by reason of
illness, disability, or isolation.

Subrecipient shall have emergency shelf-stable meals available for use during a power outage or any disruption of regular service.

Subrecipient must be able to continue the provision of food to homebound Clients for a minimum of three (3) days in the event that their usual deliveries are disrupted.

Subrecipient may work with the vendor of its choice to develop the menu for Emergency Meals. This menu must be
approved/certified by DASS Program subrecipient’s Project Manager.

Each meal shall provide one-third (1/3) of the current Dietary Reference Intakes included in the current Dietary Guidelines for Americans. Meal components are detailed in the Los Angeles County Area Agency on Aging Foodservice Standard Operating Procedures manual.

All meals must have a minimum of a six (6) month shelf life from the date of purchase/issuance to the Client.

Subrecipient must provide Client with instructions on how and when to use and rotate the emergency food when meals are distributed to Client. Each Home-Delivered Meal Client must be informed of the purpose of the Emergency Meals. The Client or their designated representative must sign an acknowledgment form to indicate receipt of instructions .at the time of delivery.

Subrecipient must maintain the acknowledgement form in the Client’s files.

Emergency Meal distribution may occur during the Initial Assessment for new Home-Delivered Meal Clients or during the Reassessment for existing Home-Delivered Meal Clients.

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Subrecipient must follow-up with all Home-Delivered Meal Clients during each in-home Reassessment to see if the Client still has Emergency Meals available. If the Client no longer has the Emergency Meals, this must be annotated, and Subrecipient may provide Client with an additional three (3) Emergency Meals contingent upon the availability of Subaward funding.

Telephone Reassurance Services Requirements for Home-Delivered Meal Clients
When Subrecipient provides Home-Delivered Meal Services, Subrecipient shall also provide Telephone Reassurance
Services, which are defined as regular telephone contact and safety checks to reassure and support Home-Delivered Meal Services Clients (age sixty (60) or older) and any other Older Individual who is on a waiting list to receive Home-Delivered Meal Services.

Eligibility for Telephone Reassurance Services
Individuals are eligible to become Clients and
receive Telephone Reassurance Services when
they meet the following criteria:

An Older Individual; and
Must be either:

A Home-Delivered
Meal Client (age
sixty (60) or older).

An Older
Individual who is
on the HomeDelivered Meal
waiting list as
recorded in the
Management
Information
System (refer to
Subparagraph

9.18.4 (Information
Technology
Systems –
Management
Information
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System) of the
Subaward).

Telephone Reassurance Services shall only be
provided to Home-Delivered Meal Clients who meet
the age eligibility requirement of sixty (60) years of
age or older.

Subrecipient that delivers Telephone Reassurance Services to individuals not meeting eligibility criteria will be required to repay County for those Services.

Subrecipient shall use trained Volunteers or its Employees to provide regular telephone contact and safety checks to reassure and support Clients who are homebound as specified herein:

Telephone Reassurance Service shall be provided to all Clients receiving Home–Delivered meals (frozen or hot) and to all Clients who are on a Home-Delivered Meal Waiting List in Management Information System for a Home-Delivered meal.

Telephone Call Frequency
At a minimum, Subrecipient must call Clients who
receive Home-Delivered frozen meals one (1) day
per week.

At the discretion of Subrecipient, Clients who
receive Home–Delivered hot meals may be called
one (1) day per week.

Subrecipient shall call Clients who are on a HomeDelivered Meal Waiting List in Management Information System to receive a Home-Delivered
Meal one (1) day per month.

Subrecipient must establish and maintain a
telephone log demonstrating the frequency of calls
for hot, frozen, and wait-listed Home–Delivered
Meal Clients by using Attachment 12 (HomeDelivered Meal Program Telephone Reassurance).

Log).

Subrecipient shall speak with Clients receiving
frozen and/or hot meals and Clients who are on a
waiting list for a Home-Delivered Meal. Telephonic
attempts or leaving voicemail messages does not
qualify as Telephone Reassurance Services.

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Congregate and Home-Delivered Meals Quality Assurance Committee Subrecipient shall establish a Quality Assurance Committee for both Congregate Meal Services and Home-Delivered Meal
Services. This Committee’s purpose shall be: preventing problems and constant quality improvement to ensure that proper food preparation and meal service procedures are being
followed; that the quality of the food is consistent; and that Client satisfaction is being measured. Corrective action shall be taken for any issues identified.

The Quality Assurance Committee shall be appointed by the Subrecipient’s Project Manager and shall include: Project Manager, Site Manager(s), Home-Delivered Meal Coordinator, Food Service Manager or Caterer, Client representatives from the Congregate Meal site(s), and DASS Program subrecipient’s registered dietitians. Clients will be recruited selected and organized by Subrecipient to provide input and advice on Services and Program policies.

Meetings shall be held at least once a month or more frequently, if desired. The Food Service Manager from the Caterer or central kitchen must attend the Quality Assurance meetings.

Minutes detailing each committee meeting shall be kept on file for one (1) year, and shall include: date, time, members in attendance, and a brief summary of the month’s quality
assurance meal evaluations and Congregate Sites Daily Meal Comments as detailed in Section QA-1 of the Los Angeles County Area Agency on Aging Foodservice Standard Operating Procedures manual. Focal point of the minutes shall be the resolution of problems related to quality food production and service. Problems shall be presented, and solutions proposed, tested, and evaluated.

Records shall also be kept of individual quality assurance audits done by committee members.

Quality Assurance meetings can also be included to discuss:

Congregate Meal site audits, Home-Delivered Meal route audits, Caterer audits, central kitchen audits, menu changes, suggested donations, and problems occurring at Congregate Meal sites.

Committee members or other assigned Clients shall conduct meal evaluations at Congregate Meal sites at least once every two (2) weeks or more frequently, if desired. Problem meals or those that are outstanding may warrant unplanned, on-the-spot evaluations by committee members. These evaluations, along DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 285 of 1182
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with written comments provide important data for the problemsolving process.

Two (2) times per month, Home-Delivered Meal route drivers shall complete a simple written quality assurance evaluation while recording temperatures. The quality assurance evaluation shall be completed using a quality assurance evaluation form as provided in the Los Angeles County Area Agency on Aging Foodservice Standard Operating Procedures manual. This
evaluation is to monitor the quality of the meal and to ensure that temperatures are within the required safety standards. Each time, the driver shall be assigned a different day to conduct the temperature monitor and evaluation so that all Home-Delivered Meal routes and meals are tested. An extra meal shall be included on this route and shall be evaluated after the last participant has received a meal.

Meal and Quality Assurance Evaluations
Congregate Meals shall be evaluated daily as part of quality assurance.

The Site Manager shall sample each meal and poll Clients every day to judge meal satisfaction.

On a daily basis, the Site Manager will fill out the Congregate Sites Daily Meal Comments form, which is provided in the Los Angeles County Area Agency on Aging Foodservice Standard Operating Procedures manual.

At a minimum of four (4) times per month, the Site Manager shall assign a Client(s) to complete a Quality Assurance Evaluation form, which is provided in the Los Angeles County Area Agency on Aging Foodservice Standard Operating Procedures manual.

Subrecipient shall provide these completed forms to the Quality Assurance Committee Meeting for review.

Daily Client meal evaluations shall be made available for Clients at each Congregate Meal site. Clients will use these forms to communicate positive and negative comments regarding meal quality. These forms will be reviewed monthly at the Quality Assurance Committee meeting.

On a weekly basis, the Home-Delivered Meal Coordinator shall sample a hot Home-Delivered Meal once each week and
complete the Hot Home-Delivered Meal Daily Meal Comments form, which is provided in the Los Angeles County Area Agency on Aging Foodservice Standard Operating Procedures manual.

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The Home-Delivered Meal Coordinator shall assign a driver to complete a quality assurance meal evaluation a minimum of once per month. Subrecipient shall provide these completed forms to the Quality Assurance Committee Meeting for review.

Subrecipient shall adhere to requests for Corrective Action Plan (CAP) from DASS Program subrecipient and/or County. CAP shall be prepared by Subrecipient to address performance deficiencies at site, route, or caterer/central kitchen. DASS Program Subrecipient shall review and approve plan in addition to monitor remedial action.

Nutrition Services Incentive Program
For purposes of this Subaward, Subrecipient may receive additional funding to supplement the cost for food used in meals served, which is known as the Nutrition Services Incentive Program (NSIP) under Section 311 of the OAA. The purpose of the NSIP is to provide incentives that encourage and reward effective performance by Subrecipient in the efficient delivery of nutritious meals to Clients. NSIP reimbursement may be
requested by Subrecipient for meals which:

Meet the dietary guidelines, as specified in Section
339 of the OAA (Title 42 United States Code
Section 3030g-21).

Are served to Clients, as specified in Subsections

10.2.2 (Eligibility for Congregate Meal Services)
and 10.3.2 (Eligibility for Home-Delivered Meal
Services).

Are served to Volunteers of any age pursuant to
Subsection 10.2.3 (Eligibility for Volunteer Meals).

All meals provided through the ENP that receive
NSIP funds, whether prepared on-site, frozen, nonperishable (e.g. canned goods or pasta, products that do not spoil), boxed, or catered, must comply
with the most recent DGAs and provide a minimum
of one-third (1/3) of the DRIs, and meet the
requirements outlined in Subsection 10.1 (General
ENP Meal Requirements).

Follow the provisions of “Offer Versus Serve” as
found in Title 7 Code of Federal Regulations Part
226.20(p). Congregate Meal Clients may be
permitted to decline items due to preference or
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medical reasons. NSIP funds are not affected
when a Client declines menu items.

Mandatory Coordination with Dietary Administrative Support Services Program Subrecipient
Subrecipient shall work with County’s DASS Program
subrecipient identified in the AAA Provider List (as provided by County on an annual basis). DASS Program subrecipient
provides the following services: oversight of ENP by DASS Program subrecipient’s registered dietitians; nutrition education for Congregate and Home–Delivered Meal Clients; nutrition counseling for Clients with high Nutrition Risk Scores; quality assurance reviews; monitoring of Congregate Meal sites and Home-Delivered Meal routes; in-service training for food service staff and Volunteers; menu analysis; and, technical assistance in areas such as menu development, Caterer selection, purchasing and problem-solving.

Subrecipient shall provide DASS Program subrecipient with the number of Nutrition Education materials needed for distribution to Home-Delivered Meal Clients during the Fiscal Year.

Subrecipient shall make Client referrals for Nutrition Counseling, either in person, by fax, phone or email, to DASS Program subrecipient for all Clients who are diabetic and/or have a Nutritional Risk score of ten (10) and above, or six (6) to nine (9) and meets a secondary criteria below:

Client has an illness or condition that resulted in a
change in the kind and/or amount of food that is
consumed.

Client consumes fewer than two (2) meals per day.

Client has unintentionally lost or gained ten (10)
pounds in the past six (6) months.

Subrecipient acknowledges that Subrecipient’s ENP Services will be monitored by DASS Program subrecipient on a monthly basis and shall cooperate with monitoring efforts. Subrecipient shall correct any problems noted in DASS Program subrecipient's Monitoring Reports provided to Subrecipient each month.

Subrecipient shall have fifteen (15) days from the receipt of the Monitoring Report to respond in writing to DASS Program subrecipient and County in writing with an action plan to correct the problem.

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Subrecipient shall work with DASS Program subrecipient during the Elderly Nutrition Program Annual Assessment process. This includes scheduling visits and providing all requested Client records within required timeframe.

Subrecipient shall work with DASS Program subrecipient’s registered dietitians to develop menus for ENP. All menus must be reviewed, certified, and approved by DASS Program
subrecipient. DASS Program subrecipient and Subrecipient will include input from food production staff, Caterer(s) and Subrecipient’s Quality Assurance Committee as described in Subsection 10.6 (Congregate and Home-Delivered Meals Quality Assurance Committee).

Subrecipient shall work with DASS Program subrecipient to complete the annual nutritional analysis with the designated caterer/central kitchen. Subrecipient will serve as liaison between DASS Program subrecipient and caterer/central kitchen.

Subrecipient’s project menus meeting Dietary Guidelines requirements (Section 339 of the OAA (Title 42 United States Code Section 3030g-21)) must be reviewed, approved and
certified by DASS Program subrecipient’s registered dietitians and approved by County.

Mandatory Coordination with SNAP-Ed/CalFresh Healthy Living Program Subrecipient
Subrecipient shall provide support with planning and
scheduling of SNAP-Ed/CalFresh Healthy Living sessions to County’s SNAP-Ed/CalFresh Healthy Living Program
subrecipient.

Mandatory Coordination with Disease Prevention and Health Promotion Program Subrecipient
Subrecipient shall make referrals, as needed, either in person, by fax, phone or email, to Disease Prevention and Health Promotion (DPHP) Program subrecipient (identified in the AAA Annual Nutrition Program Provider list) for Clients who would benefit from disease prevention and health promotion programs.

Subrecipient may plan and schedule appropriate Health
Promotion Clinics at Congregate Meal sites which are selected with input from Subrecipient’s Quality Assurance Committee and coordinated with the DPHP Program subrecipient.

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Central Kitchen/Caterer
Subrecipient shall use either a central kitchen or Caterer to prepare meals and shall notify County which source Subrecipient will use to obtain meals.

Central Kitchen: When utilizing this option,
Subrecipient asserts that Subrecipient will prepare
meals at a certified commercial kitchen(s).

Caterer: When utilizing this option, Subrecipient
asserts that it will procure a Caterer in accordance
with Subsection 10.13 (Procurement of Caterer)
who will prepare meals and provide them to
Subrecipient.

Subrecipient shall employ a Project Manager, Food Service Manager or a Caterer, and Site Manager who are certified Food Protection Managers by the National Restaurant AssociationServSafe® or other recognized organization. There must be a certified Food Protection Manager in-charge at each central kitchen and at each Congregate Meal site. The Project Manager and Food Service Manager/Caterer must obtain Hazard Analysis and Critical Control Points (HACCP) Program Training within six (6) months of hire.

Subrecipient shall ensure that the requirements of HACCP and quality assurance programs are enforced at all central kitchens and Congregate Meal sites, and that Caterer(s) maintains and utilizes operational HACCP and quality assurance programs.

Subrecipient shall adhere to the Program requirements outlined in Title 22 California Code of Regulations Sections 7630-7638.13 and in the most current edition of the Los Angeles County Area Agency on Aging Foodservice Standard Operating Procedures manual.

Subrecipient shall ensure that a pest control operator inspect the facility on a monthly basis. Subrecipient shall implement an integrated pest management program that provides procedures to prevent and to get rid of pests. These procedures shall include those performed both by central kitchen/catering staff and by the pest control operator. Pest Control Reports shall be kept on file and made available for review by County and DASS Program subrecipient’s registered dietitians.

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Procurement of Caterer
When Subrecipient elects to use the services of a Caterer to prepare/supply meals, Subrecipient shall procure that Caterer from a pool of caterers who are on the AAA Approved Caterer List. Such caterers have been inspected and certified by DASS Program subrecipient and have been approved by County. The AAA Approved Caterer List shall be provided by County on an annual basis.

Pursuant to Title 22 California Code of Regulations Sections 7352 – 7364, Subrecipient shall procure Caterer from the AAA Approved Caterer List using a competitive solicitation process.

Subrecipient shall release a solicitation which can only be responded to by those caterers who are on the AAA Approved Caterer List. After evaluation of all bids/proposals and upon selection of the successful Caterer, Subrecipient shall enter into a Lower Tier Subaward with the successful Caterer. In
accordance with Subparagraph 8.40 (Lower Tier Subaward) of the Subaward, Subrecipient must obtain approval from County prior to entering into the Lower Tier Subaward.

Noncompetitive awards may be made by Subrecipient when the award is infeasible for competitive bid as a result of any of the conditions outlined in Title 22 California Code of Regulations Section 7360 (Noncompetitive Awards).

Health and Fire Inspections
Subrecipient’s Congregate Meal sites, central kitchens and Caterer shall be inspected annually by the County of Los Angeles Department of Health Services (DHS). Subrecipient must
maintain a grade of “B” or better from DHS based on the inspections conducted by DHS for food services. Subrecipient shall work with DASS Program subrecipient to seek assistance in correcting any violations in accordance with the Los Angeles County Area Agency on Aging Foodservice Standard Operating Procedures manual. In accordance with Subparagraph 9.22.3 (Subaward Compliance Documents) of the Subaward,
Subrecipient must submit to County annual inspection reports from DHS for each Congregate Meal site, central kitchen and/or Caterer.

Subrecipient’s Congregate Meal sites and central kitchens shall be inspected annually by the Los Angeles County Fire
Department or Subrecipient’s local fire department. In
accordance with Subparagraph 9.22.3 (Subaward Compliance Documents) of the Subaward, Subrecipient must submit to DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 291 of 1182
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County annual inspection reports from either the Los Angeles County Fire Department or Subrecipient’s local fire department for each Congregate Meal site and central kitchen.

Licenses and Certifications for Services
Subrecipient shall obtain and maintain, all appropriate licenses, permits and certificates required by all applicable County, State of California and/or Federal laws, regulations, guidelines, and directives for the operation of its facility(ies) and for the provision of ENP Services.

Prior to the execution of this Subaward, and, in cases of new staff or staff with updated licenses, permits or certifications, Subrecipient shall provide copies of all new or updated licenses, permits and certificates within ten (10) business days of the license, permit or certification award or update. Copies shall be sent to County’s Program Manager listed in Exhibit E (County’s Administration) of the Subaward.

If Subrecipient operates a central kitchen and/or engages the services of Caterer, Subrecipient must maintain current proof of the following:

Public health permit and business license.

Health Department/DHS inspection report (which
shall be current within the most recent twelve (12)
month period) for each central kitchen and/or
Congregate Meal site.

Fire Department inspection report ((which shall be
current within the most recent twelve (12) month
period) for each central kitchen and/or Congregate
Meal site).

Hazard Analysis Critical Control Point Certificate
and Food Protection Manager Certificate (ServSafe
Certificate) for Food Service Manager.

Subrecipient shall ensure that required Employees
attend ServSafe training and successfully pass
examination. Subrecipient shall absorb cost of
training for Employees that fail examination and are
required to take a remedial course.

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Contributions and Fees for Cost of Meals
Subrecipient shall develop and implement a method to enable Clients to voluntarily contribute to the cost of the Program (i.e., Client who receives a meal shall be given the opportunity to contribute to the cost of the meal).

Subrecipient shall ensure that Clients are not required to contribute to the Program when they are requesting Services.

Subrecipient’s solicitation of voluntary contributions shall not be coercive.

Subrecipient shall clearly inform Client that contributions are strictly voluntary and Subrecipient shall not pressure Client to contribute to the cost of the meal.

Subrecipient shall develop a suggested contribution with input from its Quality Assurance Committee. When developing this contribution amount, the income ranges of the Older Individuals in the community and Subrecipient’s additional sources of income shall be considered.

Subrecipient shall post a sign near the contribution container at each Congregate Meal site indicating the suggested contribution for Clients and the guest fee (amount charged to non-seniors).

The sign shall also state, “Your donation is voluntary and is not a requirement to receive a meal if you are eligible for the Elderly Nutrition Program.”
Staff at the sign-in table must be trained on the donation policy emphasizing the confidential nature of the contributions.

Home-Delivered Meal agreements may have a suggested
donation amount. The agreements shall not be coercive and shall state, “Your donation is voluntary and is not a requirement to receive a meal if you are eligible for the Elderly Nutrition Program.”
Client shall not be denied Services because of his/her failure or inability to contribute to the cost of Services.

Subrecipient shall establish procedures for soliciting donations that provide Clients with a confidential method for making donations.

Subrecipient shall ensure that Client’s decision to contribute as well as the amount of Client’s contribution is kept private and confidential.

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Guest Fees
All guests under the age of sixty (60) shall pay for
the full cost of a meal. The guest fee shall be
sufficient to cover all meal costs.

There is no provision for a guest fee to be private.

Subrecipient shall serve meals to guests only if
sufficient food is available after Clients are served.

Clients shall not be denied Services based on their inability or unwillingness to contribute. Subrecipient shall not use any of the following practices as it relates to voluntary
contributions/donations and/or share of costs:

Requesting Clients to assist in the share of cost to
the Program.

Tracking donations by accounts receivable.

Tracking donations by individual Clients.

Using pamphlets and websites stating that payment
is required for Services or stating a monetary
amount for Services.

Employing tactics, in any way, that could be viewed
as embarrassing and/or obligatory requests for
donations.

Employing tactics such as allowing Volunteers to
guard the collection boxes or having Clients sign in
and pay before receiving Services.

At the time of the Initial Assessment, compelling
Client to pledge a particular amount as an agreed
upon donation.

Using coercion to solicit voluntary contributions.

Using a donation request resembling a billing
statement or invoice.

Imposing a suggested contribution rate based on
an individual’s income.

Subrecipient shall establish and adhere to written procedures to protect contributions and fees from loss, mishandling, and theft.

Such procedures shall be kept on file at Subrecipient’s site.

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Subrecipient shall separate collected contributions
(donations/fees) from Subaward funding. All contributions shall be identified as Program Income and used to: increase the number of meals served, facilitate access to such meals, and to provide nutrition-related supportive services.

Contributions earned in excess of the amount(s) reported in the Budget(s) may be deferred for use in the first quarter of the next Fiscal Year (when County renews the Subaward term) and must be used to expand baseline Services. Such funds shall be recorded as Program Income.

All records of contributions, written procedures governing solicitation of funds, solicitation materials, or other contribution related records shall be held pursuant to record retention policies outlined in Subparagraph 8.38 (Record Retention, Inspection and Audit Settlement) of this Subaward.

Emergency and Disaster Preparedness
Notwithstanding Subrecipient’s and County’s contractual objective to provide Services to Clients, Subrecipient shall make Services available to any person impacted by a nationally or State-declared emergency event, contingent upon the availability and commitment of Federal Emergency Management Agency
(FEMA) or State Office of Emergency Services funds with which to reimburse Subrecipient for funds expended.

In the event of extraordinary incidents, unusual occurrences, natural disasters or crime, including but not limited to repairs, modifications, refurbishment, fumigation, or replacement of facility(ies), vandalism, acts of nature, and third-party negligence, Subrecipient must have an emergency plan in place to ensure that there is no disruption in Services.

Subrecipient must have a written Emergency and Disaster Plan on file describing how Services will be maintained during and following the event of a disaster or emergency. Attachment 6 (Emergency and Disaster Plan Basic Requirements) details the minimum requirements of the plan. The written plan must include the following sections:

Emergency and Disaster Plan Mission
Business Continuity Plan
Emergency Response Organization Chart
Roster of Critical Local Contacts
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Communication Plan
The Emergency and Disaster Plan must be made available to Staff and any County-approved Lower Tier Subrecipients for reference before, during, and after the emergency or disaster.

Subrecipient’s key Staff members shall have a copy of the Emergency and Disaster Plan easily accessible at all times.

Annually, Subrecipient shall update the Emergency and Disaster Plan and submit it to County’s Emergency Coordinator as indicated in Exhibit E (County’s Administration) of the Subaward.

The Emergency and Disaster Plan shall be saved on an
encrypted computer storage jump drive for easy access and transportability.

Subrecipient must maintain an updated hardcopy registry of Clients with contact information for emergency and disaster purposes. Subrecipient shall use the registry to contact Clients to assess if Client is safe, needs a referral to an evacuation center or other assistance, and has a plan to stay in a safe and healthy environment.

Subrecipient must make arrangements for the availability of a minimum of three (3) meals to Clients during a major disaster, as defined in Title 42 United States Code Section 5122(2).

Subrecipient shall complete Attachment 7 (Site Emergency Resource Survey) to help identify and assess potential resources in the community to support the Service population following a large community emergency or disaster.

Annually, on the last business day in September,
Subrecipient shall submit the completed
Attachment 7 (Site Emergency Resource Survey)
to County’s Emergency Coordinator.

Subrecipient shall also complete and submit
Attachment 7 (Site Emergency Resource Survey)
to County’s Emergency Coordinator anytime there
is a change in information.

Subrecipient shall develop and have on file a written Business Continuity Plan (BCP) that describes how Subrecipient will reduce the adverse impact of any emergency event, as
referenced in Subsection 10.17.3.1, to Clients as determined by both the scope of the event (e.g., who and what it affects, and to what extent), and also its duration (e.g., hours, days, months).

Subrecipient shall make the BCP available to its Staff and any DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 296 of 1182
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County-approved Lower Tier Subrecipients for reference before, during, and after such emergency event disruption.

The BCP must include a system to track emergency expenditures and emphasize the following:

Back-up systems for data
Emergency service delivery options
Community resources
Transportation
Subrecipient shall:

Designate an Emergency Coordinator to
communicate with County’s Emergency
Coordinator or designee in the event of an
emergency or disaster and ensure that County’s
Emergency Coordinator or designee has current
contact information for Subrecipient’s Emergency
Coordinator.

Coordinate emergency plans with respective City
Emergency Plans and local Office of Emergency
Services.

Establish alternate communication systems, such
as cell phone or text messaging, in the event that
the regular communication system is interrupted.

Identify lead and support agencies for emergencies
and disasters in the local community so that
response efforts are coordinated with the
appropriate agency.

Maintain a current list of support agencies and
services (in addition to AAA subrecipients) in local
and neighboring communities to provide
Information and Assistance for Clients, their
families and representatives, and facility staff.

Maintain a current list of Subrecipient staff and
Volunteers’ telephone numbers, e-mail addresses,
and emergency contact information.

Maintain adequate emergency and disaster
supplies on site, including emergency first aid
supplies.

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Ensure that there are adequate staff and resources
to execute the emergency and disaster plan in the
event of an emergency or disaster.

Maintain a written escape plan and route for Clients
receiving on-site Services during an emergency or
disaster. The written escape plan and route shall
include a diagram that is visibly posted at the site.

Facilities must have evacuation procedures to
facilitate the safe evaluation of individuals to secure locations.

When necessary and practical, use existing cash
reserves to temporarily cover emergency and
disaster assistance costs for things such as
additional food, supplies, extra Home-Delivered
Meals, home clean-up and safety, emergency
medications, transportation, and other immediate
needs including:

Assisting Older Individuals,
disabled adults, and/or any other
persons seeking refuge by linking
them with medical or emergency
services, family, friends, and
community-based programs such
as the Red Cross or the
appropriate government
agency(ies) that can provide
assistance.

Coordinating Services for Older
Individuals and disabled adults
who may be bedbound,
dependent upon dialysis, or have
life-threatening, chronic illnesses
that require immediate emergency
intervention.

Assisting in the relocation of
homebound, high risk Clients to a
safe location, and coordinating
and arranging emergency
transportation to a predetermined
location.

DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 298 of 1182
Exhibit A (Statement of Work)
Rev. 06/2020 Page 67
Additional Emergency and Disaster Preparedness Policies and Procedures for Home-Delivered Meal Services
The Emergency and Disaster Plan must follow the
instructions the Emergency Planning Policies and
Procedures section of the Los Angeles County Area
Agency on Aging Foodservice Standard Operating
Procedures manual.

Subrecipient shall develop a prearranged
agreement with local food vendor(s) or communitybased organization(s) to assist with the provision of food to homebound Clients for a minimum of three
(3) days in the event that their usual meal deliveries
are disrupted as stated in Subsection 10.17.5.

Food items should include water, frozen meals and
non-perishable goods.

Subrecipient shall have on file a written plan for
continuity of Service following an emergency for a
minimum duration of 72 hours or longer if Client
needing Service is frail or high risk.

Additional Emergency and Disaster Preparedness Policies and Procedures for Congregate Meal Services
The Emergency and Disaster Plan must follow the
instructions provided in the Emergency Planning
Policies and Procedures section of the Los Angeles
County Area Agency on Aging Foodservice
Standard Operating Procedures manual.

Subrecipient shall develop a prearranged
agreement with local food vendor(s) or communitybased organization(s) to assist with the provision of food on site in the event of disruption to the usual
meal service.

Subrecipient shall develop a written escape plan
and route diagram for Clients receiving Congregate
Meals. The written escape plan and route diagram
shall be visible and posted at the meal site.

Subrecipient’s Congregate Meal site(s) must have
evacuation procedures to facilitate the safe
evacuation of Clients to secure locations.

Subrecipient shall develop a plan to feed 200
people per day for at least three (3) days if the
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 299 of 1182
Exhibit A (Statement of Work)
Rev. 06/2020 Page 68
Congregate Meal site is designated as a Disaster
Site. Food items should include water, frozen
meals and non-perishable goods. Instructions are
provided in the Emergency Planning Policies and
Procedures section of the Los Angeles County Area
Agency on Aging Foodservice Standard Operating
Procedures manual.

Communication Procedures with County
Subrecipient must provide a status update to
County’s Emergency Coordinator or designee in
the event of an emergency or disaster. The
standard communication procedures during and
after an emergency or disaster are as follows:

County’s Emergency Coordinator
will provide information to
Subrecipient and request
feedback regarding the impact of
the emergency or disaster on
Clients, Program operations,
facilities, and where feasible, the
impact on Older Individuals, their
family caregivers, individuals with
disabilities, and any unmet needs
in Los Angeles County (via text
message, email, telephone, or
any other method that is
available).

Subrecipient will provide
information to County’s
Emergency Coordinator regarding
the impact of the emergency or
disaster and any unmet needs
resulting from the event as soon
as possible (via text message,
email, telephone, or any other
method that is available).

Information received by County’s
Emergency Coordinator will be
compiled into a report that will be
submitted to the Los Angeles
County Board of Supervisors and
CDA Disaster Preparedness
Coordinator.

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Exhibit A (Statement of Work)
Rev. 06/2020 Page 69
Alternative Methods of Service Delivery During an Emergency In the event of an emergency (as determined by Federal
authorities, State authorities, and/or County), County, at its sole discretion, may institute alternative methods that Subrecipient shall follow to deliver Services under this Subaward.

Collaborations
Subrecipient must collaborate with County and City of Los Angeles network of providers and other similar community organizations, Adult Protective Services agencies, law
enforcement agencies, and legal services providers in order to ensure comprehensive and coordinated Service delivery and to prevent unnecessary duplication of Services. Subrecipient is encouraged to share vital assessment information with other agencies providing Services to Client in the home. However, in sharing information with other agencies, Subrecipient must respect Client confidentiality rights, adhere to applicable confidentiality regulations, and follow appropriate protocols.

Subrecipient shall develop linkages with other community-based long-term care service providers, particularly those that see Clients at home.

Subrecipient shall establish procedures to protect all Client information consistent with the terms of this Subaward, any amendments thereto and all applicable laws, and shall not disclose Client information without written consent from County and Client.

Community Outreach
Subrecipient shall provide Community Outreach, which is defined as actively providing and disseminating Program information to the public on available Services for potential Clients. Subrecipient shall also market the Services to all ethnic groups in each Service area (i.e., Supervisorial District, Region, etc.) in which the Services are being provided by Subrecipient. Subrecipient’s outreach efforts shall include, but are not limited to, distribution of information about Services to community members; developing referral sources among providers and community based
organizations who work directly with target groups; including representatives of target groups on advisory boards; participating in groups or organizations for vulnerable adults; using culturally appropriate outreach materials; developing additional ways to access Services; utilizing media directed to targets populations; utilizing bilingual Staff; and other strategies to promote access.

DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 301 of 1182
Exhibit A (Statement of Work)
Rev. 06/2020 Page 70
All materials must be presented in a culturally sensitive manner by Subrecipient.

Subrecipient shall ensure that information and assistance on Services are provided to all populations including, but not limited to, homeless, veterans and Lesbian-Gay-Bisexual-Transgender individuals.

Customer Satisfaction Surveys
Subrecipient shall conduct ongoing Customer Satisfaction Surveys with Clients and retain a copy of all surveys on file and accessible to County for review. The results of the surveys will be used by Subrecipient to make quality improvements in Services provided to all Clients. Subrecipient may be asked by County to comply with and develop other outcome measures.

Subrecipient shall disseminate the Customer Satisfaction Surveys to all Clients who receive Congregate and/or HomeDelivered Meals.

Subrecipient shall collect all Customer Satisfaction Survey responses, tally them during the closeout period, and submit forms to DASS Program subrecipient annually or as specified by County.

Multipurpose Senior Centers
If Subrecipient operates a Multipurpose Senior Center as defined under Title 42 United States Code Section 3002(36),
Subrecipient must adhere to all applicable County, State and Federal guidelines and regulations, including, but not limited to, Title 22 California Code of Regulations Sections 7550 – 7562.

If Subrecipient operates a Multipurpose Senior Center,
Subrecipient shall comply with the provisions contained in the following acts:

Copeland "Anti-Kickback" Act (Title 18 United
States Code Section 874) (Title 29 Code of Federal
Regulations Part 3)
Davis-Bacon Act (Title 40 United States Code
Sections 3141-3142) (Title 29 Code of Federal
Regulations Part 5)
Contract Work Hours and Safety Standard Act (Title
40 United States Code Sections 327-332) (Title 29
Code of Federal Regulations Part 5)
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 302 of 1182
Exhibit A (Statement of Work)
Rev. 06/2020 Page 71
Executive Order 11246 of September 14, 1965
entitled “Equal Employment Opportunity” as
amended by Executive Order 11375 of October 13,
1967 as supplemented in the Department of Labor
Regulations (Title 41 Code of Federal Regulations
Part 60).

Subrecipient acknowledges that when an existing facility has been altered using Subaward Sums and is used as a
Multipurpose Senior Center, the period of time in which such facility must be used as a Multipurpose Senior Center is as follows:

Not less than three (3) years from the date when
this Subaward terminates or expires where the
Subaward Sums, including the non-federal share,
do not exceed thirty thousand dollars ($30,000).

If the Subaward Sums exceed thirty thousand
($30,000), the fixed period of time shall not be less
than three (3) years from the date when the
Subaward terminates or expires, and increased one
(1) year for each additional ten thousand dollars
($10,000), or part thereof, to a maximum
adjustment factor of seventy-five thousand dollars
($75,000).

If the Subaward Sums exceed seventy-five
thousand dollars ($75,000), the fixed period of time
shall not be less than ten (10) years from the date
when the Subaward expires or terminates.

Adult Protective Services
Subrecipient shall make referrals, as needed, to the Adult Protective Services Program (APS) via telephone (877) 477-3646 or online at https://wdacs.lacounty.gov/programs/aps/.

Subrecipient shall comply with all mandated reporting guidelines (Welfare and Institution Code (WIC) section 15630).

Los Angeles Found Program
Subrecipient shall make referrals, as needed, to the Los Angeles Found Program, a voluntary tracking system for individuals living with Alzheimer’s, dementia, autism or other cognitive
impairments. Referrals are to be initiated by calling or emailing as follows: (833) 569-7651 or [email protected].

DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 303 of 1182
Exhibit A (Statement of Work)
Rev. 06/2020 Page 72
Senior Farmers’ Market Nutrition Program
Subrecipient shall participate in the annual Senior Farmers’ Market Nutrition Program (SFMNP). Subrecipient shall distribute SFMNP check booklets at all active Congregate Meal sites within the timeframe designated by County.

GREEN INITIATIVES
Subrecipient shall use reasonable efforts to initiate “green” practices for environmental and energy conservation benefits.

Subrecipient shall not use expanded polystyrene (Styrofoam) food and beverage containers in the delivery of food service for both Congregate and Home-Delivered Meals.

Subrecipient shall purchase products that minimize environmental impacts, toxins, pollution and hazards to worker and community safety to the greatest extent practicable.

Subrecipient shall purchase, to the extent possible, reusable and durable goods, biodegradable single-use products, products that include recycled content, conserve energy and water, use agricultural fibers and residues, reduce greenhouse gas emissions, use unbleached or chlorine free manufacturing processes, and use wood from sustainable harvested forests.

Subrecipient shall support strong recycling markets, reduce materials that are put into landfills, and increase the use and availability of environmentally preferable products that protect the environment.

To the extent practicable, Subrecipient shall not use cleaning or disinfecting products (i.e., for janitorial use) that contain carcinogens, mutagens, or teratogens. These include chemicals listed by the United States Environmental Protection Agency or the National Institute for Occupational Safety and Health on the Topics Release Inventory and those listed under Proposition 65 by the California Office of Environmental Health Hazard Assessment.

Subrecipient shall notify County’s Program Manager of Subrecipient’s new green initiatives seven (7) days prior to the commencement of this Subaward.

PERFORMANCE REQUIREMENTS SUMMARY
All listings of Services and requirements reflected in Attachment 1 (Performance Requirements Summary Chart) are intended to be completely consistent with this Subaward and this Statement of Work, and are not meant in any case to create, extend, revise, or expand any obligation of Subrecipient beyond this Subaward and this Statement of Work. In any case of apparent inconsistency between Services and requirements as stated in this DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 304 of 1182
Exhibit A (Statement of Work)
Rev. 06/2020 Page 73
Subaward, this Statement of Work, and the Performance Requirements Summary Chart, the meaning apparent in this Subaward and this Statement of Work will prevail. If Subrecipient initiates a request for a review and as a result, County determines any Services seems to be created in Attachment 1 (Performance Requirements Summary Chart) which is not clearly and forthrightly set forth in this Subaward and this Statement of Work then that apparent Service will be null and void and place no requirement on Subrecipient.

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ATTACHMENT 1
(PERFORMANCE REQUIREMENTS SUMMARY CHART)
The Performance Requirements Summary (PRS) Chart provides a listing of the minimum requirements that Subrecipient shall adhere to, and it reflects the performances that will be monitored during the Subaward term. The PRS Chart also lists examples of the types of documents that will be used during monitoring, as well as the standards of performance and the acceptable quality level of performance.

All listings of required services or standards used in this PRS Chart are intended to be completely consistent with the terms and conditions of this Subaward and Exhibit A (Statement of Work), and are not meant in any case to create, extend, revise or expand any obligation of Subrecipient beyond that defined in the terms and conditions of the Subaward and Exhibit A (Statement of Work). In any case of apparent inconsistency between required services or standards as stated in the terms and conditions of this Subaward, Exhibit A (Statement of Work) and this Attachment 1, the terms and conditions of the Subaward and Exhibit A (Statement of Work) will prevail in that order.

The PRS Chart reflects the areas that shall be evaluated based on the criteria outlined herein.

Performance Requirement
This is the outcome that Subrecipient shall achieve as a result of providing of Program Services to Clients. These outcomes will be analyzed by County to measure the quality and effectiveness of Subrecipient's Program Services, which may affect the availability for future Program funding (i.e., if Subrecipient does not meet an outcome and does not correct deficiency(ies), County shall remedy the non-compliance according to the method indicated as Remedy(ies) for Non-Compliance).

Reference
The document or source of information from which the Performance Requirement is derived.

Standard(s)
This is the benchmark that the Performance Requirement will be measured against and Subrecipient shall not deviate from this without providing a remedy as requested by County.

Acceptable Quality Level
This is the minimum level (measured as a percentage of the Standard(s)) that is used to compare Subrecipient's actual performance against the Standard(s). During the term of the Subaward, Subrecipient shall achieve, at a minimum, the Acceptable Quality Level (AQL) when completing the Performance Requirement. The AQL for each Performance Requirement is established by County and it provides an assurance to County that Subrecipient is satisfactorily providing Program Services. The AQL is used to determine whether Subrecipient is achieving the Performance Requirement in accordance with the Subaward and Exhibit A (Statement of Work). Any deviation from the Standard will result in non-compliance of that Performance Requirement (i.e., Subrecipient is not providing Program Services according to this Subaward).

Remedy(ies) for Non-Compliance
For non-compliance with the AQL, County, at its sole discretion, has the option to apply the remedy(ies) listed and Subrecipient shall adhere to the remedy(ies) as follows: 1) Corrective Action Plan, 2) Probation, 3) Suspend payment(s), 4) Suspend Subaward, 5) Liquidated damages, 6) Reduce and reallocate funds, 7) Terminate Subaward. and/or 8) Placement in County's Contractor Alert Reporting Database.

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Performance Requirement Reference Standard(s) Acceptable Quality Level (AQL)
Food Protection Manager/Food Handler Certificates
shall be current.

California Retail Food Code Current certification as a Food Protection Manager by the National Restaurant Association -ServSafe® or other recognized organization.

Employees that are involved in preparation, storage or service in a food facility must possess a current Food Handler’s Certificate issued by an American National Standards Institute (ANSI) accredited training provider that meets ASTM International E2659-09 Standard Practice for Certificate Programs. (CFH card only required if a retail provider – exempt if only providing to senior meal programs).
100%
Caterer and Central Kitchen HACCP safety and
sanitation standards are met and are in compliance
with the requirements of the California Retail Code.

Los Angeles County Area Agency on
Aging Foodservice Standard Operating
Procedures manual
Maintain a monthly monitoring score of 90% or above. 90% Congregate Meal site(s) is in compliance with the
HACCP safety and sanitation standards outlined in
the Los Angeles County Area Agency on Aging
Foodservice Standard Operating Procedures
manual and the requirements of the California Retail
Food Code.

Los Angeles County Area Agency on
Aging Foodservice Standard Operating
Procedures manual
Maintain a monthly monitoring score of 95% or above. 95% Home-Delivered Meal route HACCP safety and
sanitation standards are met and are in compliance
with the requirements of the California Retail Code.

Los Angeles County Area Agency on
Aging Foodservice Standard Operating
Procedures manual
Maintain a minimum monthly monitoring score of 90% or above. 90% Comply with Integrated Pest Management (“IPM”)
requirements.

Exhibit A (Statement of Work),
Subsection 6.7 (Subrecipient's Office)
PM AAA-15-06 (Revised)
Maintain a minimum monthly monitoring score of 90% or above. 90% Exhibit A (Statement of Work),
Subsection 10.2.4 (Client Assessment for
Congregate Meal Services)
Assess the needs for all Congregate Meal Clients within ten (10) business days of commencement of Congregate Meal services 100%
Exhibit A (Statement of Work),
Subsection 10.3.3 (Client Assessment for
Home-Delivered Meal Services)
Conduct in-home assessment of the needs for all HomeDelivered Meal Clients within ten (10) business days of commencement of Home Delivered Meal
In-Home Assessment also required for all potential Clients that require placement on the Home-Delivered Meal Services Waitlist. 100%
Conduct required Client Assessments.

Attachment 1 (Performance Requirements Summary Chart) Page 2 DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 307 of 1182
Performance Requirement Reference Standard(s) Acceptable Quality Level (AQL)
Exhibit A (Statement of Work),
Subsection 10.2.4.2 (Congregate Meal
Reassessment Requirements)
PM AAA-17-07
Reassessment shall be conducted annually for each Congregate Meal Client.

A reassessment shall be conducted and entered into the
Management Information System during the first quarter (July 1st to September 30th) of each Fiscal Year for all continuing Clients who will receive services that Fiscal Year, regardless of when the last assessment or reassessment was completed.
100%
Exhibit A (Statement of Work),
Subsection 10.3.3.2 (Home-Delivered
Meal Reassessment Requirements)
PM AAA-17-07
Reassessment shall be conducted for every Home-Delivered Meal Client four (4) times per year on a quarterly basis (i.e., every three (3) months).

A reassessment shall be conducted and entered into the
Management Information System during first quarter (July 1st to September 30) of each Fiscal Year for all continuing Clients who will receive services that Fiscal Year, regardless of when the last assessment or reassessment was completed.

Reassessments shall be conducted in the Client’s home at least every other quarter.
100%
Exhibit A (Statement of Work),
Subsection 10.3.3.3 (Home-Delivered
Meal Waiting List Reassessment
Requirements)
Conduct an in-home reassessment for all Clients who remain on the waiting list for Home-Delivered Meals on the third (3rd) and ninth (9th) month after the initial assessment.
100%
Provide ENP Services to the most Vulnerable and
High-Risk Clients.

Exhibit A (Statement of Work),
Subsection 10.1.5 (Minimum Services for
Vulnerable and High-Risk Clients)
15% of Congregate Meal Clients and 65% of Home-Delivered Meal Clients served will have a Nutrition Risk Score of six (6) or above.
100%
Provide Emergency Meals to all Home-Delivered
Meal Services Clients.

Exhibit A (Statement of Work),
Subsection 10.4 (Emergency Meal
Services)
PM AAA-15-03
Provide a minimum of three (3) shelf-stable meals, per fiscal year, to all Home-Delivered Meal Clients.
100%
Call every Home-Delivered Meal Client, age 60 or older, receiving Home-Delivered Frozen Meals once per week.

Telephonic attempts or leaving voicemail messages does not qualify as Telephone Reassurance Services.
100%
Call every potential Home-Delivered Meal Client, age 60 or older, on Waiting List once per month. Telephonic attempts or leaving voicemail messages does not qualify as Telephone Reassurance Services.
100%
Conduct required Client Reassessments.

Provide telephone reassurance to Home-Delivered
Meal Clients.

Exhibit A (Statement of Work),
Subsection 10.5 (Telephone
Reassurance Services Requirements)
Attachment 1 (Performance Requirements Summary Chart) Page 3 DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 308 of 1182
Performance Requirement Reference Standard(s) Acceptable Quality Level (AQL)
Maintain current Home-Delivered Meals Waiting List Exhibit A (Statement of Work), Subsection 10.3.4 (Home-Delivered Meal
Wait List Requirements)
Subrecipient must establish and maintain a monthly HomeDelivered Meal Waiting List in the Management Information System.

Required completion of the Home-Delivered Meal Program
Priority of Service Screening Tool to determine priority placement on the Home-Delivered Meal Waiting List.
100%
Meals shall meet a minimum one-third (1/3) of
Dietary Reference Intakes.

Exhibit A (Statement of Work),
Subsection 10.1 (General ENP Meal
Requirements)
Each meal provided by Subrecipient shall provide a minimum of one-third (1/3) of the current Dietary Reference Intakes (DRI) established by the Food and Nutrition Board, Institute of Medicine, National Academy of Sciences for the elderly
population, and follow the most recent Dietary Guidelines for Americans published by the United States Department of Health and Human Services and the United States Department of
Agriculture (USDA).
100%
Adhere to the mandatory hours of operation. Exhibit A (Statement of Work), Section

7.0 (Hours/Days of Work)
Subrecipient’s staff shall be available to all Clients, potential Clients, referral sources, as well as County on a minimum five (5) day-a-week (Monday through Friday) basis, eight (8) hours per day for the hours of 8:00 a.m. to 5:00 p.m., (not including County recognized holidays).
100%
Attend County meetings. Exhibit A (Statement of Work),
Subsection 4.2 (Meetings)
Subrecipient shall attend all meetings called by County or its authorized designee.
100%
Ensure that Subrecipient's staff, including employees and volunteers, both existing and new, are properly trained in all areas related to providing ENP Services.
100%
Implement a yearly internal staff training plan developed by the DASS Program subrecipient and approved by County.
100%
Provide Program Services and expend Subaward
Sums.

Subaward Terms and Conditions,
Paragraph 3.0 (Work)
Subrecipient shall provide Services and expend the Subaward Sum allocated for any Fiscal Year under this Subaward as stated in: Paragraph 5.0 (Subaward Sum); Exhibit A (Statement of Work), Attachment 1 (Performance Requirements Summary
Chart); Budget(s); and Mandated Program Services(s).
95%
Submit Budget(s) and Mandated Program Services
documents by County's due date.

Subaward Terms and Conditions,
Paragraph 3.0 (Work)
At County's request, Subrecipient shall complete the Budget and Mandated Program Services documents and submit these
documents by the due date as prescribed by County.
100%
Notify County in writing of any change in name or
address of Subrecipient's Project Manager.

Subaward Terms and Conditions,
Subparagraph 7.2 (Subrecipient's Project
Manager)
Immediately notify County in writing of any change in the name or address of Subrecipient's Project Manager or provide such notification within five (5) business days after the change is effective.
100%
Maintain accurate records related to the Subaward
and Program Services.

Subaward Terms and Conditions,
Subparagraph 8.38 (Record Retention,
Inspection and Audit Settlement)
Subrecipient to maintain all required financial records; employment records; supporting Program documents; proprietary data; information related to its performance of the Subaward; the Subaward; Subaward amendments, addendums and/or
modifications; and, all applicable laws, regulations, directives, change notices and guidance.
100%
Provide training to Subrecipient's staff. Exhibit A (Statement of Work), Subsection 6.6 (Training)
Attachment 1 (Performance Requirements Summary Chart) Page 4 DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 309 of 1182
Performance Requirement Reference Standard(s) Acceptable Quality Level (AQL)
Obtain prior approval before entering into/amending
Lower Tier Subaward(s).

Subaward Terms and Conditions,
Subparagraph 8.40 (Lower Tier
Subaward)
Obtain County's advance written approval prior to entering into a Lower Tier Subaward for any Work by providing a draft copy of the proposed Lower Tier Subaward to County's Contract
Manager and allowing County up to sixty (60) days to complete the review process.
100%
Maintain current insurance certifications, inspection
reports, permits, licenses, etc. and submit to County
prior to expiration.

Subaward Terms and Conditions,
Subparagraph 8.24 (General Provisions
for all Insurance Coverage),
Subparagraph 8.25 (Insurance Coverage)
and Subparagraph 9.20.3 (Subaward
Compliance Documents)
Maintain proof of all current and required insurance coverage for Subrecipient and any Lower Tier Subrecipient(s), inspection reports, permits, and licenses.
100%
Prepare and submit corrective action plan(s). 2 CFR 200.511 WDACS Directive CCD-18-03
(Resolution Procedures)
WDACS Directive CCD-18-09
(Contractor Alert Reporting Database
Procedures)
Submit a corrective action plan(s) at the direction of County and/or County's duly authorized representatives (including, but not limited to, Federal, State and other County agents) within the prescribed timeline.
100%
Prepare and submit audit engagement letter. 2 CFR 200.501 WDACS Directive CCD-18-09
(Contractor Alert Reporting Database
Procedures)
WDACS Directive CCD-18-05 (Audit
Requirements)
Submit the audit engagement letter for the single audit by the deadline directed by County.
100%
Prepare and submit cost allocation plan. 2 CFR 200.4
WDACS Directive CCD-18-09
(Contractor Alert Reporting Database
Procedures)
WDACS Directive CCD-18-01 (Cost
Allocation and Indirect Cost
Requirements for WDACS Subawards)
Submit a cost allocation plan which adheres to the requirements outlined in WDACS directive CCD-18-01 (Cost Allocation and Indirect Cost Requirements for WDACS Subawards) within the prescribed timeline.
100%
Attachment 1 (Performance Requirements Summary Chart) Page 5 DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 310 of 1182
ATTACHMENT 2
(COUNTY RECOGNIZED HOLIDAYS)

New Year's Day .................................................................................................. January 1 Martin Luther King Jr.'s Birthday .......................................... The third Monday in January Presidents' Day .................................................................. The third Monday in February Cesar Chavez Day…………………………………………..........The last Monday in March Memorial Day .............................................................................. The last Monday in May Independence Day ................................................................................................... July 4 Labor Day ......................................................................... The first Monday in September Indigenous Peoples Day ................................................. The second Monday in October Veteran’s Day ............................................................................................... November 11 Thanksgiving Day ......................................................... The fourth Thursday in November Friday after Thanksgiving .................................................. The fourth Friday in November Christmas ..................................................................................................... December 25

*If January 1st, July 4th, November 11th or December 25th fall on a Saturday, the preceding Friday is a holiday.
*If January 1st, July 4th, November 11th or December 25th fall on a Sunday, the following Monday is a holiday.
(Los Angeles County Code Ordinance 96-0003 Section 2, 1996) DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 311 of 1182
ATTACHMENT 3 (COMMUNITY FOCAL POINTS LIST)
CCR Title 22, Article 3, Section 7302(a)(14), 45 CFR Section 1321.53(c), OAA 2006 306(a)
In the form below, provide the current list of designated community focal points and their addresses. This information must match the total number of focal points reported in the National Aging Program Information System (NAPIS) State Program Report (SPR), i.e., California Aging Reporting System, NAPISCare, Section III.D.

Designated Community Focal Point Address
Alhambra, City of: Joslyn Adult Center 210 North Chapel Avenue Alhambra, CA 91801
Altadena Community Center (CSS) 730 East Altadena Drive Altadena, CA 91001
Altadena Senior Center (CSS) 560 East Mariposa Street
Altadena, CA 91001
Altamed Health Service: California
Southland Chapter
Site 1:
512 South Indiana Street
Los Angeles, CA 90063
Site 2:
4421 Wilshire Boulevard Suite #400
Los Angeles, CA 90010
Armenian Relief Society 518 West Glenoaks Boulevard
Glendale, CA 91202
Antelope Valley Senior Center (CSS) 777 West Jackman Street Lancaster, CA 93534
Asian Senior Center (CSS) 14112 South Kingsley Drive
Gardena, CA 90249
Avalon Medical Development Corp: Catalina
Island Medical Center
100 Falls Canyon Road
Avalon, CA 90704
Azusa, City of: Azusa Senior Center /Azusa
Recreation & Family Service
Site 1:
740 North Dalton Avenue
Azusa, CA 91702
Site 2:
320 North Orange Place
Azusa, CA 91702
Bet Tzedek Justice for All 3250 Wilshire Boulevard 13th Floor Los Angeles, CA 90010
Burbank, City of : Joslyn Adult Center
/Tuttle Center
B Site 1:
1301 West Olive Avenue
Burbank, CA 91506
Site 2:
1731 North Ontario
Burbank, CA 91505
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 312 of 1182
Attachment 3 (Community Focal Points List) Page 2
Centro Maravilla Service Center (CSS) 4716 East Cesar East Chavez Avenue Los Angeles, CA 90022
Cerritos Senior Center 12340 South Street
Cerritos, CA 90703
Chinatown Service Center: Little Tokyo
Service Center /Korean Health Education,
Info. & Research Center
Site 1: 231 East 3rd Street Suite #
G106
Los Angeles, CA 90013
Site 2: 3727 West 6th Street Suite #230
Los Angeles, CA 90020
Site 3: 320 South Garfield Avenue
Suite#202
Alhambra, CA 91801
Claremont, City of: Joslyn Center /Blaisdell
Community Center
Site 1:
660 North Mountain Avenue
Claremont, CA 91711
Site 2:
440 South College Avenue
Claremont, CA 91711
Culver, City of: Culver City Senior Center /
Roxbury Park Community Center
Site 1:
4095 Overland Avenue
Culver City, CA 90232
Site 2:
471 South Roxbury Drive
Beverly Hills, CA 90212
East Los Angeles Senior Center (CSS) 133 North Sunol Drive Suite# 237 Los Angeles, CA 90063
East Rancho Dominquez Service Center
(CSS)
4513 East Compton Boulevard
Compton, CA 90221
El Monte, City of: Jack Crippen
Multipurpose Senior Center
3120 North Tyler Avenue
El Monte, CA 91731
Florence/Firestone Service Center (CSS) 7807 South Compton Avenue Los Angeles, CA 90001
Gardena, City of 1670 West 162th Street
Gardena, CA 90247
Glendale, City of : Adult Recreation Center /
Sparr Heights Community Center
Site 1:
201 East Colorado
Glendale, CA 91205
Site 2:
1613 Glencoe Way,
Glendale, CA 91208
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 313 of 1182
Attachment 3 (Community Focal Points List) Page 3
Grandparents As Parents, Inc. : Corporate
Office / Edelman Court Caregiver Center
Site 1:
22048 Sherman Way #217
Canoga Park, CA 01303
Site 2:
201 Center Plaza Drive – 5
th Floor
#422
Monterey Park, CA 91754
Human Services Association 6800 Florence Avenue
Bell Gardens, CA 90201
Jewish Family Service: West Hollywood
Comprehensive Service Center /Freda Mohr
Multipurpose Center
Site 1:
7377 Santa Monica Boulevard
West Hollywood, CA 90046
Site 2:
330 North Fairfax Avenue
Los Angeles, CA 90036
Just Rite Community Program 17715 Chatsworth Street, Suite 210 Granada Hills, CA 91344
Long Beach Senior Center 1150 East 4th Street
Long Beach, CA 90802
Los Nietos Senior Center (CSS) 11640 East Slauson Avenue Whittier, CA 90606
Norwalk, City of : Senior Center 14040 San Antonio Drive Norwalk, CA 90650
Office of Samoan Affairs 20715 South Avalon Boulevard Suite# 200
Carson, CA 90746
Oldtimers Foundation 3355 East Gage Avenue
Huntington Park, CA 90255
Pomona, City of: Community Service
Department
499 East Arrow Hwy
Pomona, CA 91767
Potrero Heights Park Community and
Senior Center (CSS)
8051 Arroyo Drive
Montebello, CA 90640
San Fernando, City of: Las Palmas Park 505 South Huntington Street San Fernando, CA 91340
San Gabriel Valley Service Center (CSS) 1441 Santa Anita Avenue South El Monte, CA 91733
San Gabriel Valley YWCA 943 North Grand Avenue
Covina, CA 91724
San Pedro Service Center (CSS) 769 West Third Street
San Pedro, CA 90731
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE RI
Attachment 3 (Community Focal Points List) Page 4
Santa Anita Family Service 605 South Myrtle Avenue
Morovia, CA 91016
Santa Clarita Valley Community on Aging 22900 Market Street Santa Clarita, CA 91321
Santa Clarita Valley Service Center (CSS) 24271 Main Street Newhall, CA 91321
Senior Care Action Network (SCAN) 2501 Cherry Avenue Suite# 380 Signal Hill, CA 90755
South El Monte, City of : Senior Center 1556 Central Avenue South El Monte, CA 91733
Southeast Area Social Service Funding
Authority
10400 Pioneer Boulevard Suite # 9
Santa Fe Springs, CA 90670
Special Services for Groups: Older Adult
Division
1730 West Olympic Boulevard Floor
3A Suite 100
Los Angeles, CA 90015
Torrance, City of: Community Services
Department, Bartlett Senior Center
1339 Post Avenue.

Torrance, CA 90501
Torrance South Bay Family YMCA 2900 West Sepulveda Boulevard Torrance, CA 90505
USC/LA Caregiver Resource Center 3715 McClintock Avenue Los Angeles, CA 90089
Watts Labor Community Action Committee:

Bradley Multipurpose Center
10937 South Central Avenue
Los Angeles, CA 90059
West Covina, City of 1444 West Garvey Avenue
West Covina, CA 91793
Wise & Healthy Aging 1527 4th Street, 2nd Floor
Santa Monica, CA 90401
Willowbrook Senior Center (CSS) 12915 South Jarvis Avenue Los Angeles, CA 90401
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 315 of 1182
Los Angeles County Area Agency on Aging Attachment
Agency Name: ______________________________ Client Name: ________________________Date: ____________ UIF (Revised 2018)

UNIVERSAL INTAKE FORM
Funding Identifier:

Title IIIB □ Title C1 □ Title C2 □ Title IIIE □ Title IIIE(G) □ Linkages □

IDENTIFICATION
1a Applicant Last Name First Name Middle Initial GetCare ID # Date of Birth (D.O.B.) Age Social Security # (Optional) Home Address (Number/Street) City State Zip Code
Mailing Address (If different than home address) City State Zip Code Home Phone Work Phone Cell Phone
Email Address

DEMOGRAPHICS
1b

Rural Designation
□ Rural □ Urban □ Declined to State
Unincorporated City
□ Yes □ No □ Declined to State
Sex at birth
□ Male □ Female □ Declined to State
Gender
□ Male □ Female □ Transgender Female to Male
□ Transgender Male to Female □ Genderqueer/ Gender
□ Non-binary □ Not Listed □ Declined to State
Sexual Orientation
□ Straight/Heterosexual □ Bisexual □ Gay/Lesbian/Same Gender-Loving □ Questioning/Unsure □ Not Listed □ Declined to State
Veteran □ Yes □ No □ Declined to State Spouse of Veteran □ Yes □ No □ Declined to State Race
□ White □ American Indian or Alaska Native □ Chinese □ Japanese □ Filipino □ Korean □ Vietnamese □ Asian Indian □ Laotian □ Cambodian □ Other Asian □ Black or African American □ Guamanian □ Hawaiian □ Samoan □ Other Pacific Islander □ Other Race □ Multiple Race □ Declined to State Ethnicity
□ Not Hispanic/Latino □ Hispanic/Latino □ Declined to State Relationship Status □ Single (Never Married) □ Married □ Domestic Partner □ Separated □ Divorced □ Widowed □ Declined to State
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE  of 
Agency Name: ______________________________ Client Name: ________________________Date: ____________ UIF (Revised 2018) 1b Cont.

Type of Residence
□ House □ Apartment □ Hotel □ Mobile Home
□ Nursing Home □ Residential Care Home
□ Room and Board □ Homeless □ Other □ Declined to State Does the individual
□ Rent □ Own □ Other
□ Declined to State
Employment Status
□ Full-time □ Part-time □ Retired □ Unemployed □ Declined to State Living Arrangement
□ Lives alone without help □ Lives with others without help □ Lives alone with help 4 hrs/day or less
□ Lives with others with help □ Declined to State
Federal Poverty Guideline (FPG)
Is your income □ At or below 100% FPG
□ Above 100% FPG
□ Declined to State
Primary Language
□ American Sign Language □ Arabic □ Armenian □ Cambodian □ Cantonese □ Chinese □ English □ Farsi □ French □ Korean □ Laotian □ Mandarin □ Japanese □ Russian □ Spanish □ Tagalog □ Thai □ Vietnamese □ Other □ Declined to State
Translation needed □ Yes □ No □ Declined to State

EMERGENCY CONTACT
S
2 Contact Last Name First Name Middle
Initial
Address (Number/Street) City State Zip Code
Home Phone Work Phone Cell Phone Relationship
Contact Name (Last, First, Middle Initial) – Optional
Address (Number/Street) City State Zip Code
Home Phone Work Phone Cell Phone Relationship
Primary Physician Office Phone
Physician’s Address City State Zip Code
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 317 of 1182
Agency Name: _________________________ Client Name: __________________________Date: _______________ UIF (Revised 2018) BENEFITS
3 Are you currently receiving Social Security
Benefits?
□ Yes □ No □ Declined to State
Do you currently receive Supplemental Security Income
(SSI) Benefits?
□ Yes □ No □ Declined to State
Do you participate in CalFresh (Food Stamps, SNAP, EBT)? □ Yes □ No □ Declined to State
Do you have Health Insurance? □ Yes □No
□ Declined to State
Health Insurer’s Name Policy Number: (Optional)
Do you receive Medi-Cal?
□ Yes □ No □ Declined to State
Medi-Cal # (Optional)
Issue date:

Do you receive Medicare?
□ Yes □ No □ Declined to
State
Do you receive In-Home Supportive Services (IHSS)? □ Yes □ No □ Declined to State Do you receive any additional benefits? (i.e., Veterans Benefits, CAPI, etc.)

REFERRAL

INFORMATION
4 Referral Source
Last Name First Name Phone
Address City State Zip Code
Presenting Problems/Services Requested/Comments/Follow-up:

NUTRITIONAL RISK FACTORS
5 NUTRITIONAL RISK FACTORS
(Add the numbers from each checked box to determine Nutrition Risk Score) I have an illness or condition that made me change the kind and/or amount of food I eat. 2 □ Yes □ No □ Declined to State
I eat fewer than 2 meals per day. 3 □ Yes □ No □ Declined to State I eat few fruits or vegetables or milk products. 2 □ Yes □ No □ Declined to State I have 3 or more drinks of beer, liquor or wine almost every day. 2 □ Yes □ No □ Declined to State I have tooth or mouth problems that make it hard for me to eat. 2 □ Yes □ No □ Declined to State I don’t always have enough money to buy the food I need. 4 □ Yes □ No □ Declined to State I eat alone most of the time. 1 □ Yes □ No □ Declined to State I take 3 or more different prescribed or over-the-counter drugs a day. 1 □ Yes □ No □ Declined to State Without wanting to, I have lost or gained 10 pounds in the last 6 months. 2 □ Yes □ No □ Declined to State
I am not always physically able to shop, cook and/or feed myself. 2 □ Yes □ No □ Declined to State Total Nutritional Risk Score (If total is 6 or more, participant is at High Nutritional Risk)
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE  of 
Agency Name: __________________________ Client Name: __________________________Date: _______________ UIF (Revised 2018) ADL/IADL RISK FACTORS & DISABILITY FACTORS 6 ACTIVITIES OF DAILY LIVING (ADL)/INSTRUMENTAL ACTIVITIES OF DAILY LIVING (IADL) RISK FACTORS & DISABILITY FACTORS (Excluding Title IIIE Caregiver Program) Activities of Daily Living (ADL)
Independent Verbal
Assistance
Some Human
Help
Lots of Human
Help Dependent Declined to State
Eating □ □ □ □ □ □
Bathing □ □ □ □ □ □
Toileting □ □ □ □ □ □
Transferring □ □ □ □ □ □
Walking □ □ □ □ □ □
Dressing □ □ □ □ □ □
Instrumental Activities of Daily Living (IADL)
Independent Verbal
Assistance
Some Human
Help
Lots of Human
Help Dependent Declined to State
Meal
Preparation
□ □ □ □ □ □
Shopping □ □ □ □ □ □
Med. Mgmt. □ □ □ □ □ □
Money Mgmt. □ □ □ □ □ □
Using Phone □ □ □ □ □ □
Hvy. Housework □ □ □ □ □ □
Lt. Housework □ □ □ □ □ □
Transportation □ □ □ □ □ □
Disability Factors
□ Visually Impaired □ Hearing Impaired □ Speech Impaired □ Physically Impaired □ Walking Aid □ Wheelchair
□ Bedbound □ Memory Impaired □ Depression
□ Cognitively Impaired □ None □ Declined to State
Recent Hospital Discharge □Yes □ No
□ Declined to State
Date of Discharge
Date To Stop Service
Hospital
Diabetic
□ Yes □ No
□ Declined to
State
Have you been diagnosed with Alzheimer’s or a related neurological disorder? □ Yes □ No □ Declined to State
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 319 of 1182
Agency Name: __________________________ Client Name: __________________________Date: _______________ UIF (Revised 2018) TITLE IIIE CARE RECEIVER DEMOGRAPHICS 7 TITLE IIIE CARE RECEIVER DEMOGRAPHICS
Please make additional copies of Section 7 & 8 if more than one Care Receiver Caregiver
Relationship:
□ Spouse □ Domestic Partner □ Sibling □ Son/Son-in-Law □ Daughter/Daughter-in-Law □ Grandparent □Other Relative □ Non-Relative □Other □ Declined to State Care Receiver Last Name First Name Middle Initial Care Receiver GetCare ID # Address (Number & Street) City State Zip Code
Rural Designation
□ Rural □ Urban □ Declined to State
Unincorporated City
□ Yes □ No □ Declined to State
Home Phone Work Phone Cell Phone Emergency Contact Phone Date of Birth (D.O.B.) Age Gender □ Male □ Female □ Declined to State Social Security # (Optional) Email Address
Veteran
□ Yes □ No □ Declined to State
Spouse of Veteran
□ Yes □ No □ Declined to State
Race
□ White □ American Indian or Alaska Native □ Chinese □ Japanese □ Filipino □ Korean □ Vietnamese □ Asian Indian □ Laotian □ Cambodian □ Other Asian □ Black or African American □ Guamanian □ Hawaiian □ Samoan □ Other Pacific Islander □ Other Race □ Multiple Race □ Declined to State Ethnicity
□ Not Hispanic/Latino □ Hispanic/Latino □ Declined to State Relationship Status
□ Single (Never Married) □ Married □ Domestic Partner □ Separated □ Divorced □ Widowed □ Declined to State
Type of Residence
□ House □ Apartment □ Hotel □ Mobile Home
□ Nursing Home □ Residential Care Home □ Room and
Board □ Homeless □ Other □ Declined to State
Does the individual
□ Rent □ Own
□ Other
□ Declined to State
Living Arrangement
□ Alone
□ Not Alone
□ Declined to State
Receive In-Home Supportive Services (IHSS)?
□ Yes □ No
□ Declined to State
Federal Poverty Guideline (FPG)
Is your Care Receiver income
□ At or below 100% FPG
□ Above 100% FPG □ Declined to State
Have Health Insurance?
□ Yes □ No
□ Declined to State
Receive Medicare?
□ Yes □ No
□ Declined to State
Receive Social Security?
□ Yes □ No
□ Declined to State
Receive Medi-Cal?
□ Yes □ No
□ Declined to State
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE  of 
Agency Name: ___________________________Client Name: __________________________Date: _______________ TITLE IIIE CARE RECEIVER ADL/IADL RISK FACTORS & DISABILITY FACTORS 8 TITLE IIIE CARE RECEIVER ACTIVITIES OF DAILY LIVING (ADL)/

INSTRUMENTAL ACTIVITIES OF DAILY LIVING (IADL) RISK FACTORS & DISABILITY FACTORS Activities of Daily Living (ADL) (Grandchildren exempt) Independent Verbal
Assistance
Some Human
Help
Lots of Human
Help Dependent Declined to State
Eating □ □ □ □ □ □
Bathing □ □ □ □ □ □
Toileting □ □ □ □ □ □
Transferring □ □ □ □ □ □
Walking □ □ □ □ □ □
Dressing □ □ □ □ □ □
Instrumental Activities of Daily Living (IADL) (Grandchildren exempt) Independent Verbal
Assistance
Some Human
Help
Lots of Human
Help Dependent Declined to State
Meal
Preparation
□ □ □ □ □ □
Shopping □ □ □ □ □ □
Med. Mgmt. □ □ □ □ □ □
Money Mgmt. □ □ □ □ □ □
Using Phone □ □ □ □ □ □
Hvy. Housework □ □ □ □ □ □
Lt. Housework □ □ □ □ □ □
Transportation □ □ □ □ □ □
Disability Factors
□ Visually Impaired □ Hearing Impaired □ Speech Impaired □ Physically Impaired □ Walking Aid □ Wheelchair □ Bedbound □ Memory Impaired □ Depression □ Cognitively Impaired □ None □ Declined to State
Diabetic
□Yes □ No
□ Declined to
State
Has Care Receiver been diagnosed with Alzheimer’s or a related neurological disorder? □ Yes □ No □ Declined to State
UIF (Revised 2018)
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE  of 
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ATTACHMENT 5 (SUBAWARD DISCREPANCY REPORT)
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 323 of 1182
TO:

FROM:

Date Prepared:

Returned by Subrecipient:

Action Completed:

DISCREPANCY PROBLEMS:

Signature of County Representative Date
SUBCONTRACTOR RESPONSE (Cause and Corrective Action):

Signature of Contractor Representative Date
COUNTY EVALUATION OF SUBCONTRACTOR RESPONSE:

Signature of Contractor Representative Date
COUNTY ACTIONS:

SUBCONTRACTOR NOTIFIED OF ACTION:

County Representative's Signature and Date:

Subcontractor Representative's Signature and Date

SUBAWARD DISCREPANCY REPORT
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 324 of 1182
ATTACHMENT 6
(EMERGENCY AND DISASTER PLAN BASIC REQUIREMENTS)
A. Emergency and Disaster Plan Mission and Introductory Statement The mission and introductory statement could be the local Office of Emergency Services (OES) statement, or an expansion of it. The mission and introductory statement should include the following elements:
• How the agency will maintain the continuity of agency services to program recipients during and following disaster and emergency events.
• How the agency will advocate on behalf of older individuals, and their family caregivers within their PSA, to assure that the special needs of older individuals are adequately met, during and following the event.

The agency’s mission and introductory statement might also include how the agency will:
• Assist older individuals and their family caregivers, who have additional needs resulting from a disaster or an emergency event.
• Provide information and assistance to stakeholders on how to be prepared to meet their own needs during and following the event.
• Focus on resuming services as quickly as possible following the event. • Collaborate with local disaster preparedness partners to coordinate services for older individuals and their family caregivers within their PSA. • Prepare for a change in both service demands and in the individual needs of clients currently being served by the agency’s network.

B. Business Continuity Plan
Develop a Business Continuity Plan (BCP) for your agency to ensure that your mission can be carried out. The BCP should:
• Provide a brief statement describing the plan for service-continuity following a disaster if normal resources are unavailable or demand exceeds capacity. • List any MOU or vendor agreements that are in place to provide emergency backup for operations or key resources.
• Have a copy of each signed agreement in an appendix to the plan and on a data-storage device, and review and revise the agreements on an annual basis to assure they remain current.
• Include a contingency plan for staff that are absent or unable to complete their assigned duties.
• Include a system to track emergency expenditures, since they may be reimbursable. • Emphasize communications, backup systems for data, emergency service delivery options, community resources, and transportation.

C. Emergency Response Organization Chart
The chart should include the name, title, and contact information of staff included in disaster and emergency related activities. Outline the relationships and responsibilities for each person responsible for each function:
• Management - who will take charge, delegate responsibilities, and provide overall direction?
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 325 of 1182
Attachment 6 (Emergency and Disaster Plan Basic Requirements) Page 2 • Operations – who will perform the actions required to get people to safety, restore services, and meet needs or help with recovery?
• Planning – who will gather information and communicate assessments about the emergency and related needs?
• Logistics – who will obtain resources that operations may require? • Finance – who will track expenditures, hours worked, and document events as they occur?
D. Roster of Critical Local Contacts in an Emergency
Include a roster of all contact/agency resources for your Planning and Service Area.

The roster should include at least the following:
• Local OES contact information for each county/city within the PSA. • First responders and law enforcement agencies (Fire, Police, Sheriff). • Hospitals in the service area.
• American Red Cross and other private relief organizations. • Community disaster preparedness groups, such as Volunteer Organizations Active in Disasters (VOAD).
• Telephone or communication tree, individuals on the Agency’s Disaster Preparedness Organizational Chart, and order of contact priority.
• Media – local news/emergency broadcast radio and television stations. • Any additional contacts as appropriate for your community (Ministerial Alliance/Council of Churches).
• Citizen-band clubs or HAM radio operators.

Roster of Critical Local Contacts in an Emergency (Sample) Agency Name: ______________ County/City: ______________ Roster Date: ______________ Agency Contact Name/Title Contact Telephone
Numbers
Contact Email
Address
Example: Local
Office of Emergency
Services
John Doe, Director of
Special Needs
Population
Work:

Cell:

Fax:

Home:

[email protected]
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 326 of 1182
Attachment 6 (Emergency and Disaster Plan Basic Requirements) Page 3 E. Communication Plan
The Communication plan should include at least the following: first responders, agency staff, service providers, community partners, media, volunteers, clients, local Office of Emergency Services, and the AAA Emergency Coordinator.

Communication Plan (Sample)
(Earthquake scenario used as an example – other scenarios can be substituted) Who How What When Where Why
Who needs to
know
How will the
message be
communicated
What
message do
you want to
convey
them
When do
they need
to know or
what is the
date/time
for the
information
Where are
the areas
affected,
providers
affected,
geographic
area,
locations of
services
Why do they
need this
information
Service
Providers
Telephone,
email, cellular
phone
Location of
elderly and
disabled
shelter
locations
Dates
shelters are
expected to
be in
operation
Address
and contact
information
for shelters
Regular
shelters are
not
available for
special
needs
victims
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 327 of 1182
ATTACHMENT 7
(SITE EMERGENCY RESOURCE SURVEY)
Organization Name: _____________________________________________________ Organization Address: ___________________________________________________ Organization Emergency Coordinator’s Name: ________________________________ Organization Emergency Coordinator’s Phone Number: _________________________ After Hours or Cell Phone Number: ________________________________________ Organization Emergency Coordinator Email Address:___________________________

1. Given the need to shelter people (especially older individuals and individuals with disabilities) in the community following a major disaster, could your facility provide temporary shelter space for one or two days? ____Yes ___No ___Maybe (w/ training & support)
If different from the address listed above, please attach the address of each facility to this survey.

2. If you answered “Yes,” to question number 1, how many people can you accommodate? (Please check your best estimate)
___ 1 to 25 ___26 to 50 ___ 51 to 75
___76 to100 ___101 or more (please specify: )

3. In an emergency or disaster, what resources (or supplemental services) could your organization provide? Check all that apply. _____ Counseling Services _____ Emergency Power/Generator _____ Temporary Housing _____ Emergency First Aid
_____ Home/Neighborhood Cleanup _____ Volunteers
_____ Site for Food/Water _____ Kitchen/Cooking Facilities _____ Storage Distribution _____ Other (please indicate below):

DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 328 of 1182
Attachment 7 (Site Emergency Resource Survey) Page 2

4. Following a major emergency or disaster, could your facility assist in transporting older individuals and individuals with disabilities to disaster services?
____ Yes (assuming the resources are not in use) ___ No If you responded “Yes”, what transportation resources does your organization have? Please enter quantity of potentially available transportation resources. ___ Passenger Sedan(s) ___ Vans (Passenger or Cargo)
___ Trucks (Including Pickups) ___ Vans with Wheelchair Lifts ___ Other (please indicate below):

5. Please indicate the support that your organization could provide with language translation, including sign language, at disaster service centers. List languages (other than English):

6. Given the community that your organization serves, would you be able to help in assessing the needs of older individuals in that community or neighborhood following an emergency or disaster?
___ Yes ___ No ___ Maybe (depending on resources at the time) Please indicate the names of the areas, neighborhoods, or communities where you would be able to assess the needs of older individuals?
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 329 of 1182
Attachment 7 (Site Emergency Resource Survey) Page 3
For organizations that provide meal services:

1. Please indicate the type of meal services that your organization provides. Check all that apply.
____ Congregate Meals ____ Home-delivered Meals

2. Given your resources, could your organization expand meal services following an emergency or disaster to meet the needs in the community? ____ Yes ___ No
If yes, provide the following information for each site that will be able to have expanded meal services:

Site Name: ___________________________________________________ Site Address:__________________________________________________ Site Number: __________________________________________________ Site Emergency Coordinator Name: ________________________________ Site Emergency Coordinator After Hours or Cell Phone Number: _________ Site Emergency Coordinator E-mail: ________________________________ After completing this survey, please send an electronic copy to Miguel Robleto, Human Services Administrator, at [email protected] or mail it to:

Miguel Robleto
3333 Wilshire Blvd., Suite #400
Los Angeles, CA 90010
*It is the responsibility of the AAA Contractor to contact the AAA Emergency Coordinator or designee if there are any changes to the survey. An updated and completed survey must be provided.

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BREAKFAS
T
[NOTE 3]
LUNCH
[NOTE 4]
DINNER
[NOTE 5]
N/A 11:30am1p.m. N/A
N/A 11:30am1p.m. N/A
N/A 11:30am1p.m. N/A
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[Enter Site Name] [Enter Address] [Enter Number] [Enter Name] [Enter Number] [Enter] [Enter] [Enter] [Enter] [Enter]
[Enter Site Name] [Enter Address] [Enter Number] [Enter Name] [Enter Number] [Enter] [Enter Site Name] [Enter Address] [Enter Number] [Enter Name] [Enter Number] [Enter Site Name] [Enter Address] [Enter Number] [Enter Name] [Enter Number] [Enter Address] [Enter Number] [Enter Name]
M-Th (9am-9pm)
F-Sa (9am-5pm)
[Enter]
8185484098
[Enter Number]
[Enter Name]
[Enter Number]
Naira Unusyan
201 E. Colorado St. Anahit Margaryan 818.548.3775
Program Services:

Fiscal Year:

Subaward Number:
(2)

ADDRESS AND PUBLIC

PHONE NUMBER
8185483775
8185482187
M-F(8:00am-8:00p.m.)
Sa (8am-5p.m.)
S (8am-1p.m.)
M-T (8am-5p.m.)
W-TH (8am-6pm)
Fr (8am-3pm
TITLE III C-1 PROGRAM SERVICES (CONGREGATE MEAL SERVICES) 2020-2021
City of Glendale
(1)
NAME
(2)

PHONE NUMBER
(C)
DAYS/HOURS OF OPERATION [NOTE 1]
(2)

MEAL SERVICES
(B)

SITE MANAGER
(1)

BUSINESS

OPERATIONS
[NOTE 2]
ENP202106
I. SITE SUMMARY
(A)

CONGREGATE MEAL SITE
(3)

SITE PHONE
NUMBER
Sparr Heights Community Center
Note 4: Enter the days and hours during which the site serves meals for lunch. If the site does not provide lunch then enter “Not Applicable” or “N/A”.

Note 5: Enter the days and hours during which the site serves meals for dinner. If the site does not provide dinner then enter “Not Applicable” or “N/A”.

Note 1: Use the following information to complete this section:

Note 2: Enter the days and hours of operation during which the site is open for business. [Enter Number]
Note 3: Enter the days and hours during which the site serves meals for breakfast. If the site does not provide breakfast then enter “Not Applicable” or “N/A”. [Enter]
[Enter]
[Enter]
[Enter Site Name] [Enter Address] [Enter Number] [Enter Name] [Enter] [Enter Site Name]
[Enter Site Name]
Subrecipient's Legal Name:
818.548.2187
(1)
NAME
[Enter Number]
Adult Recreation Center
818.548.3775
[Enter Site Name] [Enter Address] [Enter Name] [Enter Number] Pacific Community Center 501 S. Pacific Ave John Garcia [Enter Address] [Enter Number]
1613 Glencoe Way
Attachment 8 (Site Summary) Page 2
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 332 of 1182
ATTACHMENT 9
(GUIDELINES FOR DEVELOPING SITE SUMMARY)

GENERAL INFORMATION

1. Please use the following guidelines to complete the electronic version of Attachment 8 (Site Summary) which has been developed as an Excel workbook.

2. The Site Summary for the Title III C-1 Program Services workbook includes several sheets which are labeled as follows:
a. Cover Page
b. Site Summary

3. Guidelines for completing the requested information for each sheet in the workbook are included herein and these guidelines are listed in the same order as the sheets are ordered in the workbook.

4. The workbook has been protected to prevent changes to specific cells.

Subrecipient shall provide information in the cells which are not protected.

Please do not attempt to circumvent the protection that has been enabled in the workbook. County will take appropriate remedies against Subrecipient when County discovers any such attempts to alter the workbook in any manner. Such remedies may include (but are not limited to) those outlined in Subparagraph

9.18 (Remedies for Non-Compliance) of the Subaward.

5. The workbook has been configured to automatically populate certain cells such as Program Services, Fiscal Year, Subaward Number, etc. on specific sheets.

6. In order to maintain the integrity of the workbook, do not use formulas or decimals to enter information into any cell (unless expressly authorized in an instruction).

7. The information provided in Attachment 8 (Site Summary) may be used publically (e.g., directories, County’s website, brochures, etc.).

8. To enter a hard return within a cell, press “Alt” and “Enter”.

9. Subrecipient shall maintain documentation to support the information provided in this workbook. Upon request by County, Subrecipient shall make such documentation available to County within the timeframe and manner as designated by County.

COVER PAGE

1. The Cover Page provides information about Subrecipient such as its legal name, address, contacts, etc.

DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 333 of 1182
Attachment 9 (Guidelines for Developing Site Summary) Page 2

2. Enter all requested information that is indicated by the blue font. Please note that some of this information (i.e., Program Services, Fiscal Year, Subaward Number, etc.) will automatically populate on all other sheets of the workbook.

3. Program Services
a. The title of the Program Services is pre-populated. This workbook has been developed for Title III C-1 Program Services (“Program Services” or “Program”).

4. Fiscal Year
a. Identify the Fiscal Year for which the Program Services are being provided by using the following format: 2020-2021.

5. Subaward Number
a. Enter the Subaward number as provided by County in the funding allocation letter. If you need assistance in identifying the Subaward number, contact your agency’s assigned Contract Analyst.

6. Subrecipient’s Legal Name
a. Enter the full legal name of Subrecipient’s organization (please do not abbreviate). The name listed herein must match the name on Subrecipient’s articles of incorporation, business license, city charter or bylaws.

7. Main Administrative Office Address
a. Enter the address (street number and name, suite number, city, state and zip code) of the official representative who is authorized to sign for Subrecipient (“Authorized Representative”) on this line. County will use this information to send correspondence to Authorized Representative.

8. Mailing Address (if different from above)
a. If the main administrative office address and the mailing address are the same, enter the following language on the mailing address line: Same as Admin Office. Otherwise, if these two (2) addresses are different then enter the address (street number and name, suite number, city, state and zip code). County will use this information to send correspondence to primary/secondary contact.

9. Authorized Representative
a. Enter the name of the individual who has been authorized to sign legally binding documents on behalf of Subrecipient’s organization where such authorization has been decreed through organization’s board resolution or other authorizing document.
b. Prefix: Enter the appropriate prefix for Authorized Representative.

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Attachment 9 (Guidelines for Developing Site Summary) Page 3 c. Job Title: Enter the title of Authorized Representative. Please abbreviate the job title if the title does not fit in the cell.
d. Phone Number and Ext.
i. Enter the phone number of Authorized Representative where this individual can be reached directly. When entering the phone number, enter only numbers without spaces, hyphens, parenthesis or any additional characters (i.e.,2137304414). The result will display in the correct format (i.e., (213) 730-4414).
ii. If the phone number is not a direct number then enter the extension where the individual can be reached directly. When entering the extension, enter only numbers without spaces, hyphens,
parenthesis or any additional characters (i.e., 8667).
e. E-Mail Address: Enter the e-mail address of Authorized Representative.

10.Primary/Secondary Contact for Program
a. Enter the name of the individual who is responsible for overseeing the day-to-day Program Services.
b. Prefix: Enter the appropriate prefix for primary/secondary contact. c. Job Title: Enter the title of the primary/secondary contact. Please abbreviate the job title if the title does not fit in the cell. d. Phone Number and Ext.
i. Enter the phone number of the primary/secondary contact for Program where this individual can be reached directly. When entering the phone number, enter only numbers without spaces, hyphens, parenthesis or any additional characters
(i.e.,2137304414). The result will display in the correct format (i.e., (213) 730-4414).
ii. If the phone number is not a direct number then enter the extension where the individual can be reached directly. When entering the extension, enter only numbers without spaces, hyphens,
parenthesis or any additional characters (i.e., 8667).
e. E-Mail Address: Enter the e-mail address of the primary/secondary contact.

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Attachment 9 (Guidelines for Developing Site Summary) Page 4

SECTION (SITE SUMMARY)

1. This sheet provides specific information that describes the location, point of contact, hours of operation, etc. for each Congregate Meal site that Subrecipient will serve. This information is presented under the following Columns (and an explanation will be provided for each):
a. Column (A) Congregate Meal Site
b. Column (B) Site Manager
c. Column (C) Days/Hours of Operation

2. Column (A) Congregate Meal Site
a. Column (1) Name
i. Enter the site’s name.
ii. The Congregate Meal sites listed herein shall match those sites listed in Exhibit X1 (Mandated Program Services for Title III C-1 Program), Section II (Services by Month), Column (B) Site Name. b. Column (2) Address and Public Phone Number
i. Provide the address of the physical location of the Congregate Meal site.
ii. Provide the public phone number that can be used by the general public to contact the main site.
iii. Provide the site’s phone number that can be used to directly contact onsite meal staff.

3. Column (B) Site Manager
a. Column (1) Name
i. Enter the full name of the site’s manager.
b. Column (2) Phone Number
i. Enter the direct telephone number of the site’s manager.

4. Column (C) Days/Hours of Operation
a. Use the following information to complete this section:
i. Enter the day(s) as follows: Monday = M; Tuesday = T; Wednesday = W; Thursday = Th; Friday = F; Saturday = S; and Sunday = Su
ii. Enter the hours as follows: 8:00 a.m. – 10:30 a.m.
iii. Example 1: a site which provides Services on Monday, Wednesday and Friday between 11:00 a.m. to 1:00 p.m. and DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 336 of 1182
Attachment 9 (Guidelines for Developing Site Summary) Page 5 Tuesday and Thursday between 4:00 p.m. to 6:00 p.m. would enter the following information: M,W,F (11:00 a.m. – 1:00 p.m.) T,Th (4:00 p.m. – 6:00 p.m.).
a. Column (1) Business Operations
i. Enter the site’s days and hours of operation during which the site is open for business.
b. Column (2) Meal Services
ii. Breakfast: Enter the days and hours during which the site serves meals for breakfast. If the site does not provide breakfast then enter “Not Applicable” or “N/A”.
iii. Lunch: Enter the days and hours during which the site serves meals for lunch. If the site does not provide lunch then enter “Not Applicable” or “N/A”.
iv. Dinner: Enter the days and hours during which the site serves meals for dinner. If the site does not provide dinner then enter “Not Applicable” or “N/A”.

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Program Services:

Fiscal Year:

Subaward Number:

Subrecipient's Legal Name:

Note 1: Enter the day(s) and the time when the meal delivery for the route starts by using the following information:

1. Enter the day(s) of delivery: Monday = M; Tuesday = T; Wednesday = W; Thursday = Th; Friday = F; Saturday = Sa; Sunday = Su

2. Enter the delivery start time (e.g., 8:00 a.m.)

3. Example: When delivery of Services occurs on Monday, Wednesday and Friday starting at 6:00 a.m. and Tuesday and Thursday starting at 8:00 a.m., enter the following information: M,W,F (6:00 a.m.) T,Th (8:00 a.m.).

Note 2: Enter the day(s) and the time when the meal delivery for the route ends by using the following information:

1. Enter the day(s) of delivery: Monday = M; Tuesday = T; Wednesday = W; Thursday = Th; Friday = F; Saturday = Sa; Sunday = Su

2. Enter the delivery ending time (e.g., 12:00 p.m.)

3. Example: When delivery of Services occurs on Monday, Wednesday and Friday ending at 10:00 a.m. and Tuesday and Thursday ending at 12:00 p.m., enter the following information: M,W,F (10:00 a.m.) T,Th (12:00 p.m.)
(2)

STAFF DRIVER'S
NAME
(A)

HOME-DELIVERED

MEAL ROUTE NAME
(B)

LOCATION OF MEAL

PACKAGING FACILITY
(NAME AND ADDRESS)
(C)

CLIENT ZIP CODE(S)

SERVED BY ROUTE
[Enter Name} 2:00p.m. 4:00p.m.

Route 1 ( Monday) Adult Recreation Center
201 E. Colorado St. 91202-91206 2006/,GMC Savana Allison Gallaher Route 2 (Tuesday) Adult Recreation Center
201 E. Colorado St.

Allison Gallaher
91203-91205 2006/,GMC
Savana Allison Gallaher
Route 3 (Wednesday) Adult Recreation Center
201 E. Colorado St.
[Enter Route Name] [Enter Location Name and
Address] [Enter Zip Code] [EnterYear/Make/Model] [Enter Name] [Enter Name} [Enter] [Enter] [Enter Name] [Enter Name} [Enter] [Enter]
2006/,GMC
Savana
TITLE III C-2 PROGRAM SERVICES (HOME-DELIVERED MEAL SERVICES) 2020-2021
City of Glendale
(D)

VEHICLE INFORMATION
(1)

YEAR/MAKE/
MODEL
[Enter Name} 2:00p.m. 4:00p.m.
[Enter Name} 2:00p.m. 4:00p.m.
[Enter Name} 2:00p.m. 4:00pm
ENP202106
I. ROUTE SUMMARY
(E)

DELIVERY

DAY(S)/TIME(S)
(3)

VOLUNTEER

DRIVER'S NAME
(1)
START
[NOTE 1]
(2)
END
[NOTE 2]
Allison Gallaher
Adult Recreation Center
201 E. Colorado St. Route 4 (Thursday)
91201-91206
2006/,GMC
Savana 91208-91214
[Enter Route Name] [Enter Location Name and
Address] [Enter Zip Code]
[Enter Route Name] [Enter Zip Code] [Enter Name]
[EnterYear/Make/
Model]
[Enter Location Name and
Address]
[EnterYear/Make/
Model] [Enter Name} [Enter] [Enter]
Attachment 10 (Route Summary) Page 2
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 339 of 1182
ATTACHMENT 11
(GUIDELINES FOR DEVELOPING ROUTE SUMMARY)

GENERAL INFORMATION

1. Please use the following guidelines to complete the electronic version of Attachment 10 (Route Summary) which has been developed as an Excel workbook.

2. The Route Summary for the Title III C-2 Program Services workbook includes several sheets which are labeled as follows:
a. Cover Page
b. Route Summary

3. Guidelines for completing the requested information for each sheet in the workbook are included herein and these guidelines are listed in the same order as the sheets are ordered in the workbook.

4. The workbook has been protected to prevent changes to specific cells.

Subrecipient shall provide information in the cells which are not protected.

Please do not attempt to circumvent the protection that has been enabled in the workbook. County will take appropriate remedies against Subrecipient when County discovers any such attempts to alter the workbook in any manner. Such remedies may include (but are not limited to) those outlined in Subparagraph

9.18 (Remedies for Non-Compliance) of the Subaward.

5. The workbook has been configured to automatically populate certain cells such as Program Services, Fiscal Year, Subaward Number, etc. on specific sheets.

6. In order to maintain the integrity of the workbook, do not use formulas or decimals to enter information into any cell (unless expressly authorized in an instruction).

7. The information provided in Attachment 10 (Route Summary) may be used publically (e.g., directories, County’s website, brochures, etc.).

8. To enter a hard return within a cell, press “Alt” and “Enter”.

9. Subrecipient shall maintain documentation to support the information provided in this workbook. Upon request by County, Subrecipient shall make such documentation available to County within the timeframe and manner as designated by County.

DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 340 of 1182
Attachment 11 (Guidelines for Developing Route Summary) Page 2

COVER PAGE

1. The Cover Page provides information about Subrecipient such as its legal name, address, contacts, etc.

2. Enter all requested information that is indicated by the blue font. Please note that some of this information (i.e., Program Services, Fiscal Year, Subaward Number, etc.) will automatically populate on all other sheets of the workbook.

3. Program Services
a. The title of the Program Services is pre-populated. This workbook has been developed for Title III C-2 Program Services (“Program Services” or “Program”).

4. Fiscal Year
a. Identify the Fiscal Year for which the Program Services are being provided by using the following format: 2020-2021.

5. Subaward Number
a. Enter the Subaward number as provided by County in the funding allocation letter. If you need assistance in identifying the Subaward number, contact your agency’s assigned Contract Analyst.

6. Subrecipient’s Legal Name
a. Enter the full legal name of Subrecipient’s organization (please do not abbreviate). The name listed herein must match the name on Subrecipient’s articles of incorporation, business license, city charter or bylaws.

7. Main Administrative Office Address
a. Enter the address (street number and name, suite number, city, state and zip code) of the official representative who is authorized to sign for Subrecipient (“Authorized Representative”) on this line. County will use this information to send correspondence to Authorized Representative.

8. Mailing Address (if different from above)
a. If the main administrative office address and the mailing address are the same, enter the following language on the mailing address line: Same as Admin Office. Otherwise, if these two (2) addresses are different then enter the address (street number and name, suite number, city, state and zip code). County will use this information to send correspondence to primary/secondary contact.

9. Authorized Representative
a. Enter the name of the individual who has been authorized to sign legally binding documents on behalf of Subrecipient’s organization where such DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 341 of 1182
Attachment 11 (Guidelines for Developing Route Summary) Page 3 authorization has been decreed through organization’s board resolution or other authorizing document.
b. Prefix: Enter the appropriate prefix for Authorized Representative. c. Job Title: Enter the title of Authorized Representative. Please abbreviate the job title if the title does not fit in the cell.
d. Phone Number and Ext.:
i. Enter the phone number of Authorized Representative where this individual can be reached directly. When entering the phone number, enter only numbers without spaces, hyphens, parenthesis or any additional characters (i.e.,2137304414). The result will display in the correct format (i.e., (213) 730-4414).
ii. If the phone number is not a direct number then enter the extension where the individual can be reached directly. When entering the extension, enter only numbers without spaces, hyphens,
parenthesis or any additional characters (i.e., 8667).
e. E-Mail Address: Enter the e-mail address of Authorized Representative.

10.Primary/Secondary Contact for Program
a. Enter the name of the individual who is responsible for overseeing the day-to-day Program Services.
b. Prefix: Enter the appropriate prefix for primary/secondary contact. c. Job Title: Enter the title of the primary/secondary contact. Please abbreviate the job title if the title does not fit in the cell. d. Phone Number and Ext.:
i. Enter the phone number of the primary/secondary contact for Program where this individual can be reached directly. When entering the phone number, enter only numbers without spaces, hyphens, parenthesis or any additional characters
(i.e.,2137304414). The result will display in the correct format (i.e., (213) 730-4414).
ii. If the phone number is not a direct number then enter the extension where the individual can be reached directly. When entering the extension, enter only numbers without spaces, hyphens,
parenthesis or any additional characters (i.e., 8667).
e. E-Mail Address: Enter the e-mail address of the primary/secondary contact.

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Attachment 11 (Guidelines for Developing Route Summary) Page 4

SECTION I (ROUTE SUMMARY)

1. This sheet provides specific information that describes the location, point of contact, hours of operation, etc. for each Home-Delivered Meal route that Subrecipient will serve. This information is presented under the following Columns (and an explanation will be provided for each):
a. Column (A) Home-Delivered Meal Route Name
b. Column (B) Location of Meal Packaging Facility (Name and Address) c. Column (C) Client Zip Code(s) Served by Route
d. Column (D) Vehicle Information
e. Column (E) Delivery Day(s)/Time

2. Column (A) Home-Delivered Meal Route Name
a. Enter the route’s name.
b. The Home-Delivered Meal routes listed herein shall match those routes listed in Exhibit X2 (Mandated Program Services for Title III C-2 Program), Section II (Services by Month), Column (B) Route Name & Section III (Services by Month), Column (B) Route Name.

3. Column (B) Location of Meal Packaging Facility (Name and Address) a. Provide the name and address of the physical location of the facility where the meals are prepared and packaged.

4. Column (C) Client Zip Code(s) Served by Route
a. Provide the residence zip code for each unduplicated Client who receives Services on the route.

5. Column (D) Vehicle Information
a. Sub Column (1) Year/Make/Model
i. Enter the year, make and model of the vehicle that is being used to deliver meals to Clients on this route.
b. Sub Column (2) Staff Driver’s Name
i. Enter the first and last name of the Home-Delivered Meal Driver (as defined in Subsection 6.2.12 (Home-Delivered Meal Driver(s)) of Exhibit A (Statement of Work)) who is employed and paid by Subrecipient and is responsible for delivering the meals to Clients on this route.
c. Sub Column (3) Volunteer Driver’s Name
i. Enter the first and last name of the Home-Delivered Meal Volunteer Driver (as defined in Subsection 6.2.12 (Home-Delivered Meal DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 343 of 1182
Attachment 11 (Guidelines for Developing Route Summary) Page 5 Driver(s)) of Exhibit A (Statement of Work)) who is a Volunteer of Subrecipient and is responsible for delivering the meals to Clients on this route.

6. Column (E) Delivery Day(s)/Time(s)
a. Sub Column (1) Start
i. Enter the day(s) and the time when the meal delivery for the route starts by using the following information:

1. Enter the day(s) of delivery: e.g. Monday = M; Tuesday = T; Wednesday = W; Thursday = Th; Friday = F

2. Enter the delivery start time: e.g. 8:00 a.m.

3. Example 1: when delivery Services occur on Monday,
Wednesday and Friday starting at 6:00 a.m. and Tuesday
and Thursday starting at 8:00 a.m., enter the following information: M,W,F (6:00 a.m.) T,Th (8:00 a.m.).
b. Sub Column (2) End
i. Enter the day(s) and the time when the meal delivery for the route ends by using the following information:

1. Enter the day(s) of delivery: e.g. Monday = M; Tuesday = T; Wednesday = W; Thursday = Th; Friday = F

2. Enter the delivery ending time: e.g. 12:00 p.m.
c. Example: when delivery Services occur on Monday, Wednesday and Friday ending at 10:00 a.m. and Tuesday and Thursday ending at 12:00 p.m., enter the following information: M,W,F (10:00 a.m.) T,Th (12:00 p.m.)
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ATTACHMENT 14
(HOME-DELIVERED MEAL PROGRAM PRIORITY OF SERVICE SCREENING TOOL

INSTRUCTIONS)

PURPOSE
All HDM Clients and Clients on the HDM Waiting List must be assessed by using the HDM Program Priority of Service Screening Tool to prioritize HDM Clients with the greatest critical needs. The initial screening establishes a weight factor to determine priority placement on the HDM Waiting List.

PROCEDURES
Each Section must be given a value which corresponds to point value established on the Universal Intake Form (UIF).

SECTION A: LIVING ARRANGEMENTS
Refer to the UIF Section number 1, Client Demographics, and Standard Operating Procedures (SOP) HDM Client In-Home Assessment, under Client, item number 4.

SECTION B: CLIENT’S INCOME IS BELOW 100% FPG
Refer to the UIF Section number 1, Client Demographics.

SECTION C: CLIENT IS ON SSI
Refer to the UIF Section number 3, Benefits.

SECTION D: NUTRITIONAL RISK FACTORS
Refer to the UIF Section number 5, Nutritional Risk.

SECTION E: ACTIVITIES OF DAILY LIVING (ADL) RISK FACTORS Refer to the UIF Section number 6, Activities of Daily Living (ADL).

SECTION F: INSTRUMENTAL ACTIVITIES OF DAILY LIVING (IADL) RISK FACTORS Refer to the UIF Section number 6, Instrumental Activities of Daily Living (IADL).

SECTION G: DISABIILITY FACTORS
Refer to UIF Section number 6, ADL/IADL Risk Factors and Disability Factors.

SECTION H: CLIENT WAS RECENTLY DISCHARGED FROM THE HOSPITAL:

Refer to the SOP: Physician Certificate of Need (Form HDM-21), the HDM Client In-Home Assessment (Form HDM-22), and the Check-Up Telephone Calls to HDM Clients (Form HDM-24).

SECTION I: TOTAL SCORE
Add Points to each Section.

PRIORITY RATE
Check one box for the Priority Rate that corresponds to the total score. The priority of service will be given to the Clients with the highest total score.

SIGNATURE AND DATE
The staff that completes the form must sign, date, and check the method of the assessment in the box that applies.

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EXHIBIT B
(INTENTIONALLY OMITTED)
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EXHIBIT C
(INTENTIONALLY OMITTED)
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EXHIBIT E
(COUNTY'S ADMINISTRATION)
Effective as of: 7/1/2020
COUNTY’S DEPARTMENT HEAD
Name: Mr. Otto Solόrzano
Title: Acting Director
Address: 3175 West Sixth Street
Los Angeles, Ca 90020
Telephone: (213) 737-2617
E-Mail Address: [email protected]
COUNTY’S CONTRACT MANAGER
Name: Ms. Carol Domingo
Title: Program Manager
Address: 3175 West Sixth Street
Los Angeles, Ca 90020
Telephone: (213) 639-6339
E-Mail Address: [email protected]

COUNTY’S PROGRAM MANAGER
Name: Ms. Anna Avdalyan
Title: Program Manager
Address: 3333 Wilshire Boulevard, Room 400
Los Angeles, Ca 90010
Telephone: (213) 738-4749
E-Mail Address: [email protected]
COUNTY’S COMPLIANCE MANAGER
Name: Ms. Stephanie Maxberry
Title: Program Manager
Address: 3175 West Sixth Street
Los Angeles, Ca 90020
Telephone: (213) 738-2015
E-Mail Address: [email protected]
COUNTY’S EMERGENCY COORDINATOR
Name: Ms. Ellie Wolfe
Title: Program Manager
Address: 3175 West Sixth Street
Los Angeles, Ca 90020
Telephone: (213) 738-2681
E-Mail Address: [email protected]
Rev. 06/2020
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EXHIBIT G2
(INTENTIONALLY OMITTED)
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EXHIBIT G3
(INTENTIONALLY OMITTED)
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EXHIBIT H
(JURY SERVICE ORDINANCE)
Los Angeles County Code
Title 2 (Administration)
Chapter 2.203.010 through 2.203.090
Contractor Employee Jury Service

2.203.010 Findings.

The board of supervisors makes the following findings. The county of Los Angeles allows its permanent, full-time employees unlimited jury service at their regular pay.

Unfortunately, many businesses do not offer or are reducing or even eliminating compensation to employees who serve on juries. This creates a potential financial hardship for employees who do not receive their pay when called to jury service, and those employees often seek to be excused from having to serve. Although changes in the court rules make it more difficult to excuse a potential juror on grounds of financial hardship, potential jurors continue to be excused on this basis, especially from longer trials. This reduces the number of potential jurors and increases the burden on those employers, such as the county of Los Angeles, who pay their permanent, full-time employees while on juror duty. For these reasons, the county of Los Angeles has determined that it is appropriate to require that the businesses with which the county contracts possess reasonable jury service policies. (Ord. 2002-0015 § 1 (part), 2002)

2.203.020 Definitions.

The following definitions shall be applicable to this chapter:

A. “Contractor” means a person, partnership, corporation or other entity which has a contract with the county or a subcontract with a county contractor and has received or will receive an aggregate sum of $50,000 or more in any 12-month period under one or more such contracts or subcontracts.

B. “Employee” means any California resident who is a full-time employee of a contractor under the laws of California.

C. “Contract” means any agreement to provide goods to, or perform services for or on behalf of, the county but does not include:

1. A contract where the board finds that special circumstances exist that justify a waiver of the requirements of this chapter; or

2. A contract where federal or state law or a condition of a federal or state program mandates the use of a particular contractor; or DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 360 of 1182
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3. A purchase made through a state or federal contract; or

4. A monopoly purchase that is exclusive and proprietary to a specific manufacturer, distributor, or reseller, and must match and inter-member with existing supplies, equipment or systems maintained by the county pursuant to the Los Angeles County Purchasing Policy and Procedures Manual, Section P-3700 or a successor provision; or

5. A revolving fund (petty cash) purchase pursuant to the Los Angeles County Fiscal Manual, Section 4.4.0 or a successor provision; or

6. A purchase card purchase pursuant to the Los Angeles County Purchasing Policy and Procedures Manual, Section P-2810 or a successor provision; or

7. A non-agreement purchase with a value of less than $5,000 pursuant to the Los Angeles County Purchasing Policy and Procedures Manual, Section A0300 or a successor provision; or

8. A bona fide emergency purchase pursuant to the Los Angeles County Purchasing Policy and Procedures Manual, Section PP-1100 or a successor provision.

D. “Full time” means 40 hours or more worked per week, or a lesser number of hours if:

1. The lesser number is a recognized industry standard as determined by the chief administrative officer, or

2. The contractor has a long-standing practice that defines the lesser number of hours as full time.

E. “County” means the county of Los Angeles or any public entities for which the board of supervisors is the governing body. (Ord. 2002-0040 § 1, 2002: Ord. 2002-0015 § 1 (part), 2002)

2.203.030 Applicability.

This chapter shall apply to contractors who enter into contracts that commence after July 11, 2002. This chapter shall also apply to contractors with existing contracts which are extended into option years that commence after July 11, 2002. Contracts that commence after May 28, 2002, but before July 11, 2002, shall be subject to the provisions of this chapter only if the solicitations for such contracts stated that the chapter would be applicable. (Ord. 2002-0040 § 2, 2002: Ord. 2002-0015 § 1 (part), 2002)
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2.203.040 Contractor Jury Service Policy.

A contractor shall have and adhere to a written policy that provides that its employees shall receive from the contractor, on an annual basis, no less than five days of regular pay for actual jury service. The policy may provide that employees deposit any fees received for such jury service with the contractor or that the contractor deduct from the employees’ regular pay the fees received for jury service. (Ord. 2002-0015 § 1 (part), 2002)

2.203.050 Other Provisions.

A. Administration. The chief administrative officer shall be responsible for the administration of this chapter. The chief administrative officer may, with the advice of county counsel, issue interpretations of the provisions of this chapter and shall issue written instructions on the implementation and ongoing administration of this chapter. Such instructions may provide for the delegation of functions to other county departments.

B. Compliance Certification. At the time of seeking a contract, a contractor shall certify to the county that it has and adheres to a policy consistent with this chapter or will have and adhere to such a policy prior to award of the contract. (Ord. 2002-0015 § 1 (part), 2002)

2.203.060 Enforcement and Remedies.

For a contractor’s violation of any provision of this chapter, the county department head responsible for administering the contract may do one or more of the following:

1. Recommend to the board of supervisors the termination of the contract; and/or,

2. Pursuant to chapter 2.202, seek the debarment of the contractor. (Ord. 2002-0015 § 1 (part), 2002)

2.203.070. Exceptions.

A. Other Laws. This chapter shall not be interpreted or applied to any contractor or to any employee in a manner inconsistent with the laws of the United States or California.

B. Collective Bargaining Agreements. This chapter shall be superseded by a collective bargaining agreement that expressly so provides.

C. Small Business. This chapter shall not be applied to any contractor that meets all of the following:

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1. Has ten or fewer employees during the contract period; and,

2. Has annual gross revenues in the preceding twelve months which, if added to the annual amount of the contract awarded, are less than $500,000; and,

3. Is not an affiliate or subsidiary of a business dominant in its field of operation.
“Dominant in its field of operation” means having more than ten employees and annual gross revenues in the preceding twelve months which, if added to the annual amount of the contract awarded, exceed $500,000.
“Affiliate or subsidiary of a business dominant in its field of operation” means a business which is at least 20 percent owned by a business dominant in its field of operation, or by partners, officers, directors, majority stockholders, or their equivalent, of a business dominant in that field of operation. (Ord. 2002-0015 § 1 (part), 2002)

2.203.090. Severability.

If any provision of this chapter is found invalid by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. (Ord. 2002-0015 § 1 (part), 2002)
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EXHIBIT I
(SAFELY SURRENDERED BABY LAW)
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EXHIBIT J
(INTENTIONALLY OMITTED)
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EXHIBIT K
(INTENTIONALLY OMITTED)
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EXHIBIT L
(INTENTIONALLY OMITTED)
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(INTENTIONALLY OMITTED)
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EXHIBIT N
(BUSINESS ASSOCIATE AGREEMENT UNDER THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA))
County is a Covered Entity as defined by, and subject to the requirements and prohibitions of, the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (HIPAA), and regulations promulgated thereunder, including the Privacy, Security, Breach Notification, and Enforcement Rules at 45 Code of Federal Regulations (C.F.R.) Parts 160 and 164 (collectively, the "HIPAA Rules").

Contractor performs or provides functions, activities or services to County that require Contractor in order to provide such functions, activities or services to create, access, receive, maintain, and/or transmit information that includes or that may include Protected Health Information, as defined by the HIPAA Rules. As such, Contractor is a Business Associate, as defined by the HIPAA Rules, and is therefore subject to those provisions of the HIPAA Rules that are applicable to Business Associates.

The HIPAA Rules require a written agreement ("Business Associate Agreement") between County and Contractor in order to mandate certain protections for the privacy and security of Protected Health Information, and these HIPAA Rules prohibit the disclosure to or use of Protected Health Information by Contractor if such an agreement is not in place.

This Business Associate Agreement and its provisions are intended to protect the privacy and provide for the security of Protected Health Information disclosed to or used by Contractor in compliance with the HIPAA Rules.

Therefore, the parties agree as follows:

1. DEFINITIONS

1.1 "Breach" has the same meaning as the term "breach" at 45 C.F.R. § 164.402.

1.2 "Business Associate" has the same meaning as the term "business associate" at 45 C.F.R. § 160.103. For the convenience of the parties, a "business associate" is a person or entity, other than a member of the workforce of covered entity, who performs functions or activities on behalf of, or provides certain services to, a covered entity that involve access by the business associate to Protected Health Information. A "business associate" also is a subcontractor that creates, receives, maintains, or transmits Protected Health Information on behalf of another business associate. And in reference to the party to this Business Associate Agreement "Business Associate" shall mean Contractor.

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1.3 "Covered Entity" has the same meaning as the term “covered entity” at 45 C.F.R. § 160.103, and in reference to the party to this Business Associate Agreement, "Covered Entity" shall mean County.

1.4 "Data Aggregation" has the same meaning as the term "data aggregation" at 45 C.F.R. § 164.501.

1.5 "De-identification" refers to the de-identification standard at 45 C.F.R. § 164.514.

1.6 "Designated Record Set" has the same meaning as the term "designated record set" at 45 C.F.R. § 164.501.

1.7 "Disclose” and “Disclosure” mean, with respect to Protected Health Information, the release, transfer, provision of access to, or divulging in any other manner of Protected Health Information outside Business Associate’s internal operations or to other than its workforce. (See 45 C.F.R. § 160.103.)

1.8 "Electronic Health Record” means an electronic record of health-related information on an individual that is created, gathered, managed, and consulted by authorized health care clinicians and staff. (See 42 U.S. C. § 17921.)

1.9 “Electronic Media” has the same meaning as the term “electronic media” at 45 C.F.R. § 160.103. For the convenience of the parties, electronic media means (1) Electronic storage material on which data is or may be recorded electronically, including, for example, devices in computers (hard drives) and any removable/transportable digital memory medium, such as magnetic tape or disk, optical disk, or digital memory card; (2) Transmission media used to exchange information already in electronic storage media.

Transmission media include, for example, the Internet, extranet or intranet, leased lines, dial-up lines, private networks, and the physical movement of removable/transportable electronic storage media. Certain transmissions, including of paper, via facsimile, and of voice, via telephone, are not considered to be transmissions via electronic media if the information being exchanged did not exist in electronic form immediately before the transmission.

1.10 "Electronic Protected Health Information” has the same meaning as the term “electronic protected health information” at 45 C.F.R. § 160.103, limited to Protected Health Information created or received by Business Associate from or on behalf of Covered Entity. For the convenience of the parties, Electronic Protected Health Information means Protected Health DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 375 of 1182
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Information that is (i) transmitted by electronic media; (ii) maintained in electronic media.

1.11 "Health Care Operations" has the same meaning as the term "health care operations" at 45 C.F.R. § 164.501.

1.12 "Individual” has the same meaning as the term "individual" at 45 C.F.R. § 160.103. For the convenience of the parties, Individual means the person who is the subject of Protected Health Information and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. § 164.502 (g).

1.13 "Law Enforcement Official" has the same meaning as the term "law enforcement official" at 45 C.F.R. § 164.103.

1.14 "Minimum Necessary" refers to the minimum necessary standard at 45 C.F.R. § 164.502 (b).

1.15 “Protected Health Information” has the same meaning as the term “protected health information” at 45 C.F.R. § 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity. For the convenience of the parties, Protected Health Information includes information that (i) relates to the past, present or future physical or mental health or condition of an Individual; the provision of health care to an Individual, or the past, present or future payment for the provision of health care to an Individual; (ii) identifies the Individual (or for which there is a reasonable basis for believing that the information can be used to identify the Individual); and (iii) is created, received, maintained, or transmitted by Business Associate from or on behalf of Covered Entity, and includes Protected Health Information that is made accessible to Business Associate by Covered Entity. “Protected Health Information” includes Electronic Protected Health Information.

1.16 “Required by Law” " has the same meaning as the term "required by law" at 45 C.F.R. § 164.103.

1.17 "Secretary" has the same meaning as the term "secretary" at 45 C.F.R. § 160.103

1.18 "Security Incident” has the same meaning as the term "security incident" at 45 C.F.R. § 164.304.

1.19 "Services” means, unless otherwise specified, those functions, activities, or services in the applicable underlying Agreement, Contract, Master Agreement, Work Order, or Purchase Order or other service arrangement, DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 376 of 1182
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with or without payment, that gives rise to Contractor's status as a Business Associate.

1.20 "Subcontractor" has the same meaning as the term "subcontractor" at 45 C.F.R. § 160.103.

1.21 "Unsecured Protected Health Information" has the same meaning as the term “unsecured protected health information" at 45 C.F.R. § 164.402.

1.22 “Use” or “Uses” means, with respect to Protected Health Information, the sharing, employment, application, utilization, examination or analysis of such Information within Business Associate’s internal operations. (See 45 C.F.R § 164.103.)

1.23 Terms used, but not otherwise defined in this Business Associate Agreement, have the same meaning as those terms in the HIPAA Rules.

2. PERMITTED AND REQUIRED USES AND DISCLOSURES OF PROTECTED

HEALTH INFORMATION

2.1 Business Associate may only Use and/or Disclose Protected Health Information as necessary to perform Services, and/or as necessary to comply with the obligations of this Business Associate Agreement.

2.2 Business Associate may Use Protected Health Information for deidentification of the information if de-identification of the information is required to provide Services.

2.3 Business Associate may Use or Disclose Protected Health Information as Required by Law.

2.4 Business Associate shall make Uses and Disclosures and requests for Protected Health Information consistent with the Covered Entity’s applicable Minimum Necessary policies and procedures.

2.5 Business Associate may Use Protected Health Information as necessary for the proper management and administration of its business or to carry out its legal responsibilities.

2.6 Business Associate may Disclose Protected Health Information as necessary for the proper management and administration of its business or to carry out its legal responsibilities, provided the Disclosure is Required by Law or Business Associate obtains reasonable assurances from the person to whom the Protected Health Information is disclosed (i.e., the recipient) that it will be held confidentially and Used or further Disclosed only as Required by Law or for the purposes for which it was disclosed to the DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 377 of 1182
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recipient and the recipient notifies Business Associate of any instances of which it is aware in which the confidentiality of the Protected Health Information has been breached.

2.7 Business Associate may provide Data Aggregation services relating to Covered Entity's Health Care Operations if such Data Aggregation services are necessary in order to provide Services.

3. PROHIBITED USES AND DISCLOSURES OF PROTECTED HEALTH

INFORMATION

3.1 Business Associate shall not Use or Disclose Protected Health Information other than as permitted or required by this Business Associate Agreement or as Required by Law.

3.2 Business Associate shall not Use or Disclose Protected Health Information in a manner that would violate Subpart E of 45 C.F.R. Part 164 if done by Covered Entity, except for the specific Uses and Disclosures set forth in Sections 2.5 and 2.6.

3.3 Business Associate shall not Use or Disclose Protected Health Information for de-identification of the information except as set forth in section 2.2.

4. OBLIGATIONS TO SAFEGUARD PROTECTED HEALTH INFORMATION

4.1 Business Associate shall implement, use, and maintain appropriate safeguards to prevent the Use or Disclosure of Protected Health Information other than as provided for by this Business Associate Agreement.

4.2 Business Associate shall comply with Subpart C of 45 C.F.R Part 164 with respect to Electronic Protected Health Information, to prevent the Use or Disclosure of such information other than as provided for by this Business Associate Agreement.

5. REPORTING NON-PERMITTED USES OR DISCLOSURES, SECURITY

INCIDENTS, AND BREACHES OF UNSECURED PROTECTED HEALTH

INFORMATION

5.1 Business Associate shall report to Covered Entity any Use or Disclosure of Protected Health Information not permitted by this Business Associate Agreement, any Security Incident, and/ or any Breach of Unsecured Protected Health Information as further described in Sections 5.1.1, 5.1.2, and 5.1.3.

5.1.1 Business Associate shall report to Covered Entity any Use or Disclosure of Protected Health Information by Business Associate, DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 378 of 1182
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its employees, representatives, agents or Subcontractors not provided for by this Agreement of which Business Associate becomes aware.

5.1.2 Business Associate shall report to Covered Entity any Security Incident of which Business Associate becomes aware.

5.1.3. Business Associate shall report to Covered Entity any Breach by Business Associate, its employees, representatives, agents, workforce members, or Subcontractors of Unsecured Protected Health Information that is known to Business Associate or, by exercising reasonable diligence, would have been known to Business Associate. Business Associate shall be deemed to have knowledge of a Breach of Unsecured Protected Health Information if the Breach is known, or by exercising reasonable diligence would have been known, to any person, other than the person committing the Breach, who is an employee, officer, or other agent of Business Associate, including a Subcontractor, as determined in accordance with the federal common law of agency.

5.2 Except as provided in Section 5.3, for any reporting required by Section 5.1, Business Associate shall provide, to the extent available, all information required by, and within the times frames specified in, Sections 5.2.1 and

5.2.2. 5.2.1 Business Associate shall make an immediate telephonic report upon discovery of the non-permitted Use or Disclosure of Protected Health Information, Security Incident or Breach of Unsecured Protected Health Information to (562) 940-3335 that minimally includes:
(a) A brief description of what happened, including the date of the non-permitted Use or Disclosure, Security Incident, or Breach and the date of Discovery of the non-permitted Use or
Disclosure, Security Incident, or Breach, if known;
(b) The number of Individuals whose Protected Health
Information is involved;
(c) A description of the specific type of Protected Health Information involved in the non-permitted Use or Disclosure, Security Incident, or Breach (such as whether full name, social security number, date of birth, home address, account
number, diagnosis, disability code or other types of
information were involved);
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(d) The name and contact information for a person highly knowledge of the facts and circumstances of the nonpermitted Use or Disclosure of PHI, Security Incident, or Breach

5.2.2 Business Associate shall make a written report without unreasonable delay and in no event later than three (3) business days from the date of discovery by Business Associate of the non-permitted Use or Disclosure of Protected Health Information, Security Incident, or Breach of Unsecured Protected Health Information and to the HIPAA Compliance Officer at: Hall of Records, County of Los Angeles, Chief Executive Office, Risk Management Branch-Office of Privacy, 320 W. Temple Street, 7th Floor, Los Angeles,
California 90012, [email protected], that includes, to the extent possible:
(a) A brief description of what happened, including the date of the non-permitted Use or Disclosure, Security Incident, or Breach and the date of Discovery of the non-permitted Use or
Disclosure, Security Incident, or Breach, if known;
(b) The number of Individuals whose Protected Health
Information is involved;
(c) A description of the specific type of Protected Health Information involved in the non-permitted Use or Disclosure, Security Incident, or Breach (such as whether full name, social security number, date of birth, home address, account
number, diagnosis, disability code or other types of
information were involved);
(d) The identification of each Individual whose Unsecured Protected Health Information has been, or is reasonably believed by Business Associate to have been, accessed,
acquired, Used, or Disclosed;
(e) Any other information necessary to conduct an assessment of whether notification to the Individual(s) under 45 C.F.R. § 164.404 is required;
(f) Any steps Business Associate believes that the Individual(s) could take to protect him or herself from potential harm from the non-permitted Use or Disclosure, Security Incident, or Breach;
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(g) A brief description of what Business Associate is doing to investigate, to mitigate harm to the Individual(s), and to protect against any further similar occurrences; and
(h) The name and contact information for a person highly knowledge of the facts and circumstances of the nonpermitted Use or Disclosure of PHI, Security Incident, or Breach.

5.2.3 If Business Associate is not able to provide the information specified in Section 5.2.1 or 5.2.2 at the time of the required report, Business Associate shall provide such information promptly thereafter as such information becomes available.

5.3 Business Associate may delay the notification required by Section 5.1.3, if a law enforcement official states to Business Associate that notification would impede a criminal investigation or cause damage to national security.

5.3.1 If the law enforcement official's statement is in writing and specifies the time for which a delay is required, Business Associate shall delay its reporting and/or notification obligation(s) for the time period specified by the official.

5.3.2 If the statement is made orally, Business Associate shall document the statement, including the identity of the official making the statement, and delay its reporting and/or notification obligation(s) temporarily and no longer than 30 days from the date of the oral statement, unless a written statement as described in Section 5.3.1 is submitted during that time.

6. WRITTEN ASSURANCES OF SUBCONTRACTORS

6.1 In accordance with 45 C.F.R. § 164.502 (e)(1)(ii) and § 164.308 (b)(2), if applicable, Business Associate shall ensure that any Subcontractor that creates, receives, maintains, or transmits Protected Health Information on behalf of Business Associate is made aware of its status as a Business Associate with respect to such information and that Subcontractor agrees in writing to the same restrictions, conditions, and requirements that apply to Business Associate with respect to such information.

6.2 Business Associate shall take reasonable steps to cure any material breach or violation by Subcontractor of the agreement required by Section 6.1.

6.3 If the steps required by Section 6.2 do not cure the breach or end the violation, Contractor shall terminate, if feasible, any arrangement with DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 381 of 1182
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Subcontractor by which Subcontractor creates, receives, maintains, or transmits Protected Health Information on behalf of Business Associate.

6.4 If neither cure nor termination as set forth in Sections 6.2 and 6.3 is feasible, Business Associate shall immediately notify County.

6.5 Without limiting the requirements of Section 6.1, the agreement required by Section 6.1 (Subcontractor Business Associate Agreement) shall require Subcontractor to contemporaneously notify Covered Entity in the event of a Breach of Unsecured Protected Health Information.

6.6 Without limiting the requirements of Section 6.1, agreement required by Section 6.1 (Subcontractor Business Associate Agreement) shall include a provision requiring Subcontractor to destroy, or in the alternative to return to Business Associate, any Protected Health Information created, received, maintained, or transmitted by Subcontractor on behalf of Business Associate so as to enable Business Associate to comply with the provisions of Section 18.4.

6.7 Business Associate shall provide to Covered Entity, at Covered Entity's request, a copy of any and all Subcontractor Business Associate Agreements required by Section 6.1.

6.8 Sections 6.1 and 6.7 are not intended by the parties to limit in any way the scope of Business Associate's obligations related to Subcontracts or Subcontracting in the applicable underlying Agreement, Contract, Master Agreement, Work Order, Purchase Order, or other services arrangement, with or without payment, that gives rise to Contractor's status as a Business Associate.

7. ACCESS TO PROTECTED HEALTH INFORMATION

7.1 To the extent Covered Entity determines that Protected Health Information is maintained by Business Associate or its agents or Subcontractors in a Designated Record Set, Business Associate shall, within two (2) business days after receipt of a request from Covered Entity, make the Protected Health Information specified by Covered Entity available to the Individual(s) identified by Covered Entity as being entitled to access and shall provide such Individuals(s) or other person(s) designated by Covered Entity with a copy the specified Protected Health Information, in order for Covered Entity to meet the requirements of 45 C.F.R. § 164.524.

7.2 If any Individual requests access to Protected Health Information directly from Business Associate or its agents or Subcontractors, Business Associate shall notify Covered Entity in writing within two (2) days of the DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 382 of 1182
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receipt of the request. Whether access shall be provided or denied shall be determined by Covered Entity.

7.3 To the extent that Business Associate maintains Protected Health Information that is subject to access as set forth above in one or more Designated Record Sets electronically and if the Individual requests an electronic copy of such information, Business Associate shall provide the Individual with access to the Protected Health Information in the electronic form and format requested by the Individual, if it is readily producible in such form and format; or, if not, in a readable electronic form and format as agreed to by Covered Entity and the Individual.

8. AMENDMENT OF PROTECTED HEALTH INFORMATION

8.1 To the extent Covered Entity determines that any Protected Health Information is maintained by Business Associate or its agents or Subcontractors in a Designated Record Set, Business Associate shall, within ten (10) business days after receipt of a written request from Covered Entity, make any amendments to such Protected Health Information that are requested by Covered Entity, in order for Covered Entity to meet the requirements of 45 C.F.R. § 164.526.

8.2 If any Individual requests an amendment to Protected Health Information directly from Business Associate or its agents or Subcontractors, Business Associate shall notify Covered Entity in writing within five (5) days of the receipt of the request. Whether an amendment shall be granted or denied shall be determined by Covered Entity.

9. ACCOUNTING OF DISCLOSURES OF PROTECTED HEALTH INFORMATION

9.1 Business Associate shall maintain an accounting of each Disclosure of Protected Health Information made by Business Associate or its employees, agents, representatives or Subcontractors, as is determined by Covered Entity to be necessary in order to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 C.F.R. § 164.528.

9.1.1 Any accounting of disclosures provided by Business Associate under Section 9.1 shall include:
(a) The date of the Disclosure;
(b) The name, and address if known, of the entity or person who received the Protected Health Information;
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(c) A brief description of the Protected Health Information Disclosed; and
(d) A brief statement of the purpose of the Disclosure.

9.1.2 For each Disclosure that could require an accounting under Section

9.1, Business Associate shall document the information specified in Section 9.1.1, and shall maintain the information for six (6) years from the date of the Disclosure.

9.2 Business Associate shall provide to Covered Entity, within ten (10) business days after receipt of a written request from Covered Entity, information collected in accordance with Section 9.1.1 to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 C.F.R. § 164.528

9.3 If any Individual requests an accounting of disclosures directly from Business Associate or its agents or Subcontractors, Business Associate shall notify Covered Entity in writing within five (5) days of the receipt of the request, and shall provide the requested accounting of disclosures to the Individual(s) within 30 days. The information provided in the accounting shall be in accordance with 45 C.F.R. § 164.528.

10. COMPLIANCE WITH APPLICABLE HIPAA RULES

10.1 To the extent Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 C.F.R. Part 164, Business Associate shall comply with the requirements of Subpart E that apply to Covered Entity's performance of such obligation(s).

10.2 Business Associate shall comply with all HIPAA Rules applicable to Business Associate in the performance of Services.

11. AVAILABILITY OF RECORDS

11.1 Business Associate shall make its internal practices, books, and records relating to the Use and Disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity available to the Secretary for purposes of determining Covered Entity’s compliance with the Privacy and Security Regulations.

11.2 Unless prohibited by the Secretary, Business Associate shall immediately notify Covered Entity of any requests made by the Secretary and provide Covered Entity with copies of any documents produced in response to such request.

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12. MITIGATION OF HARMFUL EFFECTS

12.1 Business Associate shall mitigate, to the extent practicable, any harmful effect of a Use or Disclosure of Protected Health Information by Business Associate in violation of the requirements of this Business Associate Agreement that is known to Business Associate.

13. BREACH NOTIFICATION TO INDIVIDUALS

13.1 Business Associate shall, to the extent Covered Entity determines that there has been a Breach of Unsecured Protected Health Information by Business Associate, its employees, representatives, agents or Subcontractors, provide breach notification to the Individual in a manner that permits Covered Entity to comply with its obligations under 45 C.F.R. § 164.404.

13.1.1 Business Associate shall notify, subject to the review and approval of Covered Entity, each Individual whose Unsecured Protected Health Information has been, or is reasonably believed to have been, accessed, acquired, Used, or Disclosed as a result of any such Breach.

13.1.2 The notification provided by Business Associate shall be written in plain language, shall be subject to review and approval by Covered Entity, and shall include, to the extent possible:
(a) A brief description of what happened, including the date of the Breach and the date of the Discovery of the Breach, if known; (b) A description of the types of Unsecured Protected Health Information that were involved in the Breach (such as whether full name, social security number, date of birth, home address, account number, diagnosis, disability code, or other types of information were involved);
(c) Any steps the Individual should take to protect him or herself from potential harm resulting from the Breach;
(d) A brief description of what Business Associate is doing to investigate the Breach, to mitigate harm to Individual(s), and to protect against any further Breaches; and
(e) Contact procedures for Individual(s) to ask questions or learn additional information, which shall include a toll-free telephone number, an e-mail address, Web site, or postal address.

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13.2 Covered Entity, in its sole discretion, may elect to provide the notification required by Section 13.1 and/or to establish the contact procedures described in Section 13.1.2.

13.3 Business Associate shall reimburse Covered Entity any and all costs incurred by Covered Entity, in complying with Subpart D of 45 C.F.R. Part 164, including but not limited to costs of notification, internet posting, or media publication, as a result of Business Associate's Breach of Unsecured Protected Health Information; Covered Entity shall not be responsible for any costs incurred by Business Associate in providing the notification required by 13.1 or in establishing the contact procedures required by Section 13.1.2.

14. INDEMNIFICATION

14.1 Business Associate shall indemnify, defend, and hold harmless Covered Entity, its Special Districts, elected and appointed officers, employees, and agents from and against any and all liability, including but not limited to demands, claims, actions, fees, costs, expenses (including attorney and expert witness fees), and penalties and/or fines (including regulatory penalties and/or fines), arising from or connected with Business Associate's acts and/or omissions arising from and/or relating to this Business Associate Agreement, including, but not limited to, compliance and/or enforcement actions and/or activities, whether formal or informal, by the Secretary or by the Attorney General of the State of California.

14.2 Section 14.1 is not intended by the parties to limit in any way the scope of Business Associate's obligations related to Insurance and/or Indemnification in the applicable underlying Agreement, Contract, Master Agreement, Work Order, Purchase Order, or other services arrangement, with or without payment, that gives rise to Contractor's status as a Business Associate.

15. OBLIGATIONS OF COVERED ENTITY

15.1 Covered Entity shall notify Business Associate of any current or future restrictions or limitations on the Use or Disclosure of Protected Health Information that would affect Business Associate’s performance of the Services, and Business Associate shall thereafter restrict or limit its own Uses and Disclosures accordingly.

15.2 Covered Entity shall not request Business Associate to Use or Disclose Protected Health Information in any manner that would not be permissible under Subpart E of 45 C.F.R. Part 164 if done by Covered Entity, except to DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 386 of 1182
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the extent that Business Associate may Use or Disclose Protected Health Information as provided in Sections 2.3, 2.5, and 2.6.

16. TERM

16.1 Unless sooner terminated as set forth in Section 17, the term of this Business Associate Agreement shall be the same as the term of the applicable underlying Agreement, Contract, Master Agreement, Work Order, Purchase Order, or other service arrangement, with or without payment, that gives rise to Contractor's status as a Business Associate.

16.2 Notwithstanding Section 16.1, Business Associate’s obligations under Sections 11, 14, and 18 shall survive the termination or expiration of this Business Associate Agreement.

17. TERMINATION FOR CAUSE

17.1 In addition to and notwithstanding the termination provisions set forth in the applicable underlying Agreement, Contract, Master Agreement, Work Order, Purchase Order, or other services arrangement, with or without payment, that gives rise to Contractor's status as a Business Associate, if either party determines that the other party has violated a material term of this Business Associate Agreement, and the breaching party has not cured the breach or ended the violation within the time specified by the nonbreaching party, which shall be reasonable given the nature of the breach and/or violation, the non-breaching party may terminate this Business Associate Agreement.

17.2 In addition to and notwithstanding the termination provisions set forth in the applicable underlying Agreement, Contract, Master Agreement, Work Order, Purchase Order, or other services arrangement, with or without payment, that gives rise to Contractor's status as a Business Associate, if either party determines that the other party has violated a material term of this Business Associate Agreement, and cure is not feasible, the nonbreaching party may terminate this Business Associate Agreement immediately.

18. DISPOSITION OF PROTECTED HEALTH INFORMATION UPON

TERMINATION OR EXPIRATION

18.1 Except as provided in Section 18.3, upon termination for any reason or expiration of this Business Associate Agreement, Business Associate shall return or, if agreed to by Covered entity, shall destroy as provided for in Section 18.2, all Protected Health Information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 387 of 1182
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Covered Entity, that Business Associate, including any Subcontractor, still maintains in any form. Business Associate shall retain no copies of the Protected Health Information.

18.2 Destruction for purposes of Section 18.2 and Section 6.6 shall mean that media on which the Protected Health Information is stored or recorded has been destroyed and/or electronic media have been cleared, purged, or destroyed in accordance with the use of a technology or methodology specified by the Secretary in guidance for rendering Protected Health Information unusable, unreadable, or indecipherable to unauthorized individuals.

18.3 Notwithstanding Section 18.1, in the event that return or destruction of Protected Health Information is not feasible or Business Associate determines that any such Protected Health Information is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities, Business Associate may retain that Protected Health Information for which destruction or return is infeasible or that Protected Health Information which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities and shall return or destroy all other Protected Health Information.

18.3.1 Business Associate shall extend the protections of this Business Associate Agreement to such Protected Health Information, including continuing to use appropriate safeguards and continuing to comply with Subpart C of 45 C.F.R Part 164 with respect to Electronic Protected Health Information, to prevent the Use or Disclosure of such information other than as provided for in Sections 2.5 and 2.6 for so long as such Protected Health Information is retained, and Business Associate shall not Use or Disclose such Protected Health Information other than for the purposes for which such Protected Health Information was retained.

18.3.2 Business Associate shall return or, if agreed to by Covered entity, destroy the Protected Health Information retained by Business Associate when it is no longer needed by Business Associate for Business Associate's proper management and administration or to carry out its legal responsibilities.

18.4 Business Associate shall ensure that all Protected Health Information created, maintained, or received by Subcontractors is returned or, if agreed to by Covered entity, destroyed as provided for in Section 18.2.

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19. AUDIT, INSPECTION, AND EXAMINATION

19.1 Covered Entity reserves the right to conduct a reasonable inspection of the facilities, systems, information systems, books, records, agreements, and policies and procedures relating to the Use or Disclosure of Protected Health Information for the purpose determining whether Business Associate is in compliance with the terms of this Business Associate Agreement and any non-compliance may be a basis for termination of this Business Associate Agreement and the applicable underlying Agreement, Contract, Master Agreement, Work Order, Purchase Order or other services arrangement, with or without payment, that gives rise to Contractor's status as a Business Associate, as provided for in section 17.

19.2 Covered Entity and Business Associate shall mutually agree in advance upon the scope, timing, and location of any such inspection.

19.3 At Business Associate's request, and to the extent permitted by law, Covered Entity shall execute a nondisclosure agreement, upon terms and conditions mutually agreed to by the parties.

19.4 That Covered Entity inspects, fails to inspect, or has the right to inspect as provided for in Section 19.1 does not relieve Business Associate of its responsibility to comply with this Business Associate Agreement and/or the HIPAA Rules or impose on Covered Entity any responsibility for Business Associate's compliance with any applicable HIPAA Rules.

19.5 Covered Entity's failure to detect, its detection but failure to notify Business Associate, or its detection but failure to require remediation by Business Associate of an unsatisfactory practice by Business Associate, shall not constitute acceptance of such practice or a waiver of Covered Entity's enforcement rights under this Business Associate Agreement or the applicable underlying Agreement, Contract, Master Agreement, Work Order, Purchase Order or other services arrangement, with or without payment, that gives rise to Contractor's status as a Business Associate.

19.6 Section 19.1 is not intended by the parties to limit in any way the scope of Business Associate's obligations related to Inspection and/or Audit and/or similar review in the applicable underlying Agreement, Contract, Master Agreement, Work Order, Purchase Order, or other services arrangement, with or without payment, that gives rise to Contractor's status as a Business Associate.

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20. MISCELLANEOUS PROVISIONS

20.1 Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Associate with the terms and conditions of this Business Associate Agreement will be adequate or satisfactory to meet the business needs or legal obligations of Business Associate.

20.2 HIPAA Requirements. The Parties agree that the provisions under HIPAA Rules that are required by law to be incorporated into this Amendment are hereby incorporated into this Agreement.

20.3 No Third Party Beneficiaries. Nothing in this Business Associate Agreement shall confer upon any person other than the parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever.

20.4 Construction. In the event that a provision of this Business Associate Agreement is contrary to a provision of the applicable underlying Agreement, Contract, Master Agreement, Work Order, Purchase Order, or other services arrangement, with or without payment, that gives rise to Contractor's status as a Business Associate, the provision of this Business Associate Agreement shall control. Otherwise, this Business Associate Agreement shall be construed under, and in accordance with, the terms of the applicable underlying Agreement, Contract, Master Agreement, Work Order, Purchase Order or other services arrangement, with or without payment, that gives rise to Contractor's status as a Business Associate.

20.5 Regulatory References. A reference in this Business Associate Agreement to a section in the HIPAA Rules means the section as in effect or as amended.

20.6 Interpretation. Any ambiguity in this Business Associate Agreement shall be resolved in favor of a meaning that permits the parties to comply with the HIPAA Rules.

20.7 Amendment. The parties agree to take such action as is necessary to amend this Business Associate Agreement from time to time as is necessary for Covered Entity or Business Associate to comply with the requirements of the HIPAA Rules and any other privacy laws governing Protected Health Information.

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EXHIBIT P
(DEFINITIONS)
I. STANDARD TERMS
Activities of Daily Living (ADLs): Activities usually performed for oneself in the course of a normal day including bathing, dressing, grooming, eating, walking, using the telephone, taking medications, and other personal care activities.

Administration for Community Living (ACL): The principal agency of the United States Department of Health and Human Services (formerly known as the Administration on Aging) designated to carry out the provisions of the Older Americans Act of 1965 (OAA), as amended (Title 42 United States Code Section 3001 et seq.). It is dedicated to policy development, planning, and the delivery of supportive home and community-based services to older persons and their caregivers.

Adult Protective Services (APS): Those preventive and remedial activities performed on behalf of elders and dependent adults who are unable to protect their own interest, harmed or threatened with harm, caused physical or mental injury due to the action or inaction of another person or their own action as a result of ignorance, illiteracy, incompetence, mental limitation, substance abuse or poor health, lacking in adequate food, shelter or clothing, exploited of their income and resources, or deprived of entitlement due them (Welfare and Institutions Code Section 15610.10).

Americans with Disabilities Act: Federal remedial statute designed to eliminate discrimination against individuals with disabilities and to integrate individuals with disabilities in all areas of society.

Area Agency on Aging (AAA): A public or private non-profit agency or organization that has been designated by a State under the authority of the Older Americans Act of 1965 (OAA), as amended (Title 42 United States Code Section 3001 et seq.) to perform functions within the planning and service area established by the State. Such functions include identifying community and social service needs, addressing the concerns of older Americans at the local level and assuring that social and nutritional supports are made available to older people in communities where they live. For purposes of the solicitation and resulting Subaward, references to the AAA shall mean County of Los Angeles AAA, which has been designated by the State of California Department of Aging to serve Planning and Service Area 19.

Attachment: A document(s) that is included with the Statement of Work as an addition/supplement to the Statement of Work and it forms a part of the Statement of Work (e.g., Attachment 1 (Performance Requirements Summary Chart)).

Authorized Representative: The individual who has been given written authorization through a resolution, order, or motion from Subrecipient’s governing body to act on behalf of Subrecipient and bind Subrecipient to the Subaward.

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Board of Supervisors: The governing body of the County of Los Angeles, which is comprised of five (5) Board members. Created by the State legislature in 1852, the Board has executive, legislative and quasi-judicial roles. Its members are elected by voters in their respective supervisorial districts and they’re eligible to serve on the Board for up to three (3) four-year terms (i.e., Board members can serve for a maximum term of twelve (12) years).

Budget: A document that provides a detailed representation of Program costs/expenses and funding/revenues. Costs are identified by line items such as personnel, space, travel, etc. Funding is identified by sources such as the Subaward Sums, match contributions, non-match contributions, etc. Therefore the total budgeted costs represent the total cost to operate the Program and the total funding represents the anticipated revenues that will be used to pay for those Program costs.

California Department of Aging (CDA): The principal agency within the State of California government which is responsible for administering programs that serve older adults, adults with disabilities, family caregivers, and residents in long-term care facilities throughout the State. CDA administers funds allocated under the federal Older Americans Act, the Older Californians Act, and through the Medi-Cal program.

Client: An individual who meets the eligibility requirements outlined in the Statement of Work, receives Program Services and is counted only once (unduplicated) when determining the total number of Unduplicated Clients.

Closeout Report: A written summary of Subrecipient’s expenses and accruals incurred through the last day of the Fiscal Year. Subrecipient shall complete and submit this Report in the form and manner as designated by County.

Community Based Organization: An organization of demonstrated effectiveness that is representative of a community or significant segments of a community. The organization must provide social or supportive services to individuals in the community.

Community Focal Point: An agency within the community which has a proven record of providing comprehensive services to older individuals (i.e., multi-purpose senior center). A list of Community Focal Points is provided as part of the Subaward.

County: Unless otherwise specified, it shall mean the County of Los Angeles Workforce Development, Aging and Community Services, which is the County department that has been authorized by the Board of Supervisors to enter into this Subaward on behalf of the County of Los Angeles with Subrecipient.

County Information Assets: Public, confidential, sensitive and/or personal data, records, materials, etc. and include (but are not limited to):
1) Information that is stored in any media form, paper or electronic.

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2) Information that is collected, transmitted and/or accessed in the administration of the Program and in the provision of Services.
3) Personally Identifiable Information (PII) as defined in California Civil Code Section 1798.29(g)
4) Protected Health Information (PHI) as defined in Health Insurance Portability and Accountability Act of 1996
5) Medical Information (MI) as defined in California Civil Code Section 56.05(j) County’s Business Hours: The time period during which County’s operations are open to conduct business; this time period is designated as 8:00 a.m. to 5:00 p.m., Monday through Friday (excluding County recognized holidays).

County’s Compliance Manager: The individual designated by County who is responsible for ensuring that Subrecipient is in compliance with the requirements of the Subaward.

County’s Department Head: The individual designated by the Board of Supervisors as the Director of Community and Senior Services who is responsible for overseeing this County of Los Angeles department and who has delegated authority to act on behalf of County of Los Angeles for Subaward-related matters.

County’s Contract Manager: The individual designated by County who is responsible for providing direction to Subrecipient (at Subrecipient’s request) in areas relating to County policy, information requirements, and procedural requirements; making revisions which do not materially affect the terms and conditions of the Subaward; and, approving Lower Tier Subawards and Lower Tier Subrecipient’s employees working on this Subaward.

County’s Program Manager: The individual designated by County who is responsible for meeting with Subrecipient’s Project Manager on a regular basis and inspecting all tasks, deliverables, goods, Services, and other work provided by Subrecipient.

Day(s): Unless otherwise specified, references to a numerical number of days shall mean calendar days which includes the seven (7) days of the week (e.g., Monday through Sunday) as opposed to business days which includes the traditional five-day work week (e.g., Monday-Friday), excluding weekends and holidays.

Disability: A condition, or conditions, attributable to mental or physical impairments that result in substantial functional limitations in one (1) or more of the following areas of major life activity:

1. Self-care

2. Receptive and expressive language

3. Learning

4. Mobility

5. Self-direction
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6. Capacity for independent living

7. Economic self-sufficiency

8. Cognitive functioning

9. Emotional adjustment
Elder Abuse: Elder abuse is a term referring to any knowing, intentional, or negligent act by a caregiver or any other person that causes harm or a serious risk of harm to a vulnerable adult. The specificity of laws varies from state to state, but broadly defined, abuse may be physical, financial/fiduciary, psychological/emotional, sexual, exploitation, neglect, self-neglect, and abandonment.

Employee: An individual who is hired and paid by Subrecipient to provide Program Services under the requirements of this Subaward.

Exhibit: A document(s) that is included with this Subaward as an addition/supplement to this Subaward and it forms a part of this Subaward (e.g., Exhibit A (Statement of Work) is an exhibit to the Subaward).

Fiscal Year (FY): The twelve (12) month period beginning July 1st of the year and ending June 30th of the following year.

Frail: An older individual determined to be functionally impaired because the individual either:
• Is unable to perform at least two activities of daily living including bathing, toileting, dressing, feeding, breathing, transferring and mobility and associated tasks, without substantial human assistance, including verbal reminding, physical cueing, or supervision; or
• Due to a cognitive or other mental impairment, requires substantial supervision because the older individual behaves in a manner that poses a serious health or safety hazard to the individual or to others.

Functionally Impaired: A person who meets at least one of the following conditions:
• Impairment in one or more activities of daily living (ADLs); • Impairment in two or more instrumental activities of daily living (IADLs) or; • Inability to manage own affairs due to emotional and/or cognitive impairment.

Greatest Economic Need: The need resulting from an income level at or below the poverty guideline.

Greatest Social Need: The need caused by non-economic factors which include (a) physical and mental disabilities; (b) language barriers; and (c) cultural, geographic isolation, including isolation caused by racial or ethnic status that restricts the ability of an individual to perform daily tasks or threatens the capacity of the individual to live independently.

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Health: Activities such as health screening, physical fitness, therapy, and hospice to assist older individuals to improve or maintain physical health and secure necessary medical, preventive health, or health maintenance services. Health screening, therapy, and hospice must be provided by a licensed health professional or by a paraprofessional supervised by a licensed health professional. Does not include services covered by Medicare, Medi-Cal, or other health insurance.

Indirect Costs: Costs incurred for a common or joint purpose benefiting more than one cost objective and not readily assignable to the cost objective specifically benefited, without effort disproportionate to the results achieved.

Individual with a disability: An individual with a disability, as defined in Section 3 of the Americans with Disabilities Act of 1990 (42 U.S.C. 12102), who is not less than age 18 and not more than age 59. [OAA § 372(a)(2)]
In-Home Supportive Services: The In-Home Supportive Services (IHSS) program provides financial assistance to low-income aged, blind, and disabled individuals who are unable to remain safely in their homes without help from caregivers. The program is administered by the Department of Public Social Services (DPSS) and its purpose is to prevent nursing home placement. IHSS achieves this objective by paying or subsidizing the salaries of caregivers that the IHSS recipients choose.

Instrumental Activities of Daily Living (IADLs): Activities important for daily life, involving cognitive and physical ability. These include: light and heavy housework, shopping, ability to access transportation, meal preparation, using the telephone, managing medications, and managing money.

Lower Tier Subaward (Subcontract): The written and legally binding agreement that is executed between Subrecipient and a third-party vendor (where the vendor is a thirdparty to this Subaward). It sets forth the terms and conditions for the issuance and performance of any element of the Statement of Work. Such agreement shall be preapproved by County prior to its execution between the parties.

Lower Tier Subrecipient (Subcontractor): A third-party vendor who is properly procured by Subrecipient for the purpose of completing the Work/providing Services in accordance with this Subaward.

Mandated Program Services (MPS): A document that identifies the specific Service Categories and Units of Service that Subrecipient shall provide and the Unit Rate (where applicable) that County will reimburse Subrecipient upon successful delivery of these Services.

Management Information System (MIS): Provides information that organizations need to manage themselves efficiently and effectively.

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Maximum Subaward Sum: The combined total of all Subaward Sums to be allocated during the term of this Subaward (where such term may include extensions). This money is contingent upon availability of Federal, State, County, and local funding.

Medi-Cal: California's Medicaid, the federal and state program of medical assistance for needy and low-income people.

Medicare: A federal health insurance program administered by the Centers for Medicare and Medicaid Services (CMS) in the Department of Health and Human Services that is available regardless of income. Most people 65 years of age or older and certain disabled or blind people, regardless of age, are covered.

Modified Total Direct Costs (MTDC): Direct costs including Subaward Sums and other cash contributions but excluding any in-kind contributions and nonexpendable equipment.

Normal Business Hours: The time period which is designated as five (5) days per week (Monday through Friday), eight (8) hours per day during the hours of 8:00 a.m. to 5:00 p.m., not including County recognized holidays. A list of County recognized holidays is provided as an Attachment to the Statement of Work.

Older Adult Advisory Commission (OAAC): The Commission serves as an advocate group in the California Commission on Aging on behalf of older individuals, including, but not limited to, advisory participation in the consideration of all legislation and regulations made by state and federal departments and agencies relating to programs and services that affect older individuals.

Older Americans Act (OAA): A law enacted by the United States Congress in 1965 in response to concern by policymakers about a lack of community social services for older persons. The original legislation established authority for grants to States for community planning and social services, research and development projects, and personnel training in the field of aging. References to OAA shall mean the Older Americans Act of 1965 (OAA), as amended (Title 42 United States Code Section 3001 et seq.).

Older Individual (Older Adult): A person who is sixty (60) years of age or older.

Outcome Measures: Determination and evaluation of the results of Program Services and their comparison with the intended Program goals to determine the effectiveness of these Services.

Outreach: Actively providing information to the public/potential Clients on the Services and benefits of the Program. A contact initiated by Subrecipient for the purpose of identifying potential clients, from underserved populations within each Supervisorial District served, in order to generate referrals to the Program.

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Performance Requirements Summary Chart: An attachment to the Statement of Work, which lists the minimum requirements that Subrecipient shall adhere to, and it reflects some of the performances that will be monitored during the Subaward term.

This Chart also lists examples of the types of documents that will be used during monitoring, the standards of performance, the acceptable quality level of performance, and remedies for non-compliance.

Planning and Service Area (PSA): The geographic division of the State as authorized by the Older Americans Act of 1965 (OAA), as amended (Title 42 United States Code Section 3001 et seq.) for the purpose of implementing the objectives of the OAA (which includes planning and providing a broad range of supportive services, nutrition services, adult protective services and long-term care services within such planning and service areas). As such, the geographic boundaries of Los Angeles County (excluding the City of Los Angeles) have been designated by the State as Planning and Service Area 19 (PSA 19).

Poverty: Persons considered to be in poverty are those whose income is at or below the official poverty guideline (as defined each year by the Office of Management and Budget, and adjusted by the Secretary (DHHS) in accordance with subsection 673 (2) of the Community Services Block Grant Act (Title 42 United States Code Section 9902 (2)).

Program: A system of providing Services, which is designed to meet a social need.

For purposes of this Subaward, unless otherwise specified, the Program shall refer to Services and operations reflected in Exhibit A (Statement of Work) for which Subrecipient receives funds under the terms of this Subaward and agrees to provide Services in accordance with relevant Federal, State, and County laws, regulations, and guidelines during the term of this Subaward.

Program Income: Revenue that is generated by Subrecipient and/or Lower Tier Subrecipient from Subaward-supported activities and includes, but is not limited to:
• Voluntary contributions received from Client or other party for Program Services received.
• Income from usage or rental fees of real or personal property acquired with Subaward Sums.
• Royalties received on patents and copyrights from Subaward-supported activities.
• Proceeds from the sale of items created under the Subaward.

Program Service(s): The specific tasks to be provided (or the Work to be performed) by Subrecipient under the terms of this Subaward as described in Exhibit A (Statement of Work).

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Project Manager: The individual designated by Subrecipient who is responsible for Subrecipient’s day-to-day activities as related to this Subaward. This individual shall meet with County’s Program Manager, County’s Contract Manager and County’s Compliance Manager to ensure that the objectives of this Subaward are met.

Quality Control Plan: A written policy that outlines the actions/methods for monitoring or inspecting the delivery of Services under the Subaward to ensure Subrecipient provides a consistently high level of Service.

Responsible Other: A person designating by the Client to act on behalf of a Client.

Rural: Pursuant to the Administration for Community Living (ACL) (formerly known as the Administration on Aging (AoA)), rural includes any area that is not defined as urban where urban areas comprise: (1) urbanized areas (a central place and its adjacent densely settled territories with a combined minimum population of 50,000) and (2) an incorporated place or a census designated place with 20,000 or more inhabitants.

Senior Centers: A vital link in the service delivery network which older persons may avail themselves of, senior centers are functioning as meal sites, screening clinics, recreational centers, social service agency branch offices, mental health counseling clinics, older worker employment agencies, volunteer coordinating centers, and community meeting halls. The significance of senior centers cannot be underestimated for they provide a sense of belonging, offer the opportunity to meet old acquaintances and make new friends, and encourage individuals to pursue activities of personal interest and involvement in the community.

Service(s): The specific tasks to be provided (or the Work to be performed) by Subrecipient under the terms of this Subaward as described in the Statement of Work.

Service Category: The specific type or kind of benefit/assistance to be provided to Client in accordance with the Statement of Work. This benefit/assistance is the basis of reimbursement that County will provide to Subrecipient upon Subrecipient’s satisfactory deliverance of it.

Service Delivery: Includes those activities associated with the direct provision of a Service which meets the needs of Client.

Social Services: Social service program refers to a program administered by the federal, state, or local government using government funding designed to provide social services directed at reducing poverty, improving opportunities for low-income adults or children, self-sufficiency, rehabilitation, or other services directed toward vulnerable citizens.

Staff: Unless otherwise specified, it is an individual or a group of individuals who are Subrecipient’s Employee(s) and Volunteers who provide Services under the requirements of this Subaward.

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State: Unless other specified, it shall mean the State of California Department of Aging (CDA).

Statement of Work: The directions, provisions, and requirements provided herein and special provisions pertaining to the method, frequency, manner and place of performing Subaward Services.

Subaward (Contract): The written and legally binding agreement that is executed between County and Subrecipient. It sets forth the terms and conditions for the issuance and performance of all tasks, deliverables, Services, and other work. Included are all supplemental agreements amending or extending the Services to be performed.

Subaward Document Deliverable(s): An Exhibit, Attachment, form, certificate, license, etc. that is provided by Subrecipient as part of the contracting process.

Subaward Sum(s): Monies that awarded/allocated on an annual basis and reimbursed to Subrecipient in exchange for Subrecipient’s provision of Program Services (i.e., the total amount of grant funds that County will provide to Subrecipient and Subrecipient will use these funds, in addition to Subrecipient’s own resources, to pay for the total Program operating costs). These monies are contingent upon availability of Federal, State, County, and local funding.

Subrecipient (Contractor): The person or persons, sole proprietor, partnership, joint venture, corporation, or other legal entity that has entered into this Subaward with County to perform and execute the Work and Services covered by this Subaward.

Unduplicated Client: An individual who meets the eligibility requirements outlined in the Statement of Work and such individual is counted only once when determining the total number of unduplicated Clients.

Unit of Measurement: The standard representation for which a quantity is accounted of how each unit is expressed by the Service(s) provided to the Client.

Unit Rate: The amount that is reimbursable by the Program for each Unit of Measurement provided by the Subrecipient.

Unit of Service: The representation of the quantity of services provided to a Client.

Volunteer: An individual who performs hours of service for civic, charitable, or humanitarian reasons without promise, expectation, or receipt of compensation for services rendered. For purposes of this Subaward, Volunteer’s time may qualify to be used to meet the match contributions requirement (where applicable).

Work: The specific tasks to be performed (or the Services to be provided) by Subrecipient under the terms of this Subaward as described in the Statement of Work.

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II. PROGRAM SPECIFIC TERMS
Assessment: A comprehensive and functionally oriented evaluation of the situation and needs of an individual who is potentially eligible to become a client.

California Retail Food Code (CRFC): A uniform statewide health and sanitation standard for food facilities found in California Health and Safety Code Section 113700 et seq.

Congregate Meal Site: A location such as a senior center, recreation center, multipurpose center, etc. where Congregate Meals are served to Clients by Subrecipient.

Such sites are approved for use by County prior to being used for Program Services.

Congregate Meals: Nutritionally balanced food that is prepared according to the requirements outlined in the Statement of Work and is provided to Clients as part of the Congregate Meal Services. These meals which include American and Ethnic meals are served without charge or at a low cost to mobile older adults (sixty (60) years of age or older) who congregate in a group setting at a central location. These nutritionally sound meals are served five (5) days a week in easily accessible locations.

Dietary Guidelines for Americans: The authoritative advice jointly issued and updated every five (5) years by the United States Department of Agriculture (USDA) and the Department of Health and Human Services (HHS) concerning consuming fewer calories, making informed food choices and being physically active to attain and maintain a healthy weight, reduce risk of chronic disease, and promote overall health. These Guidelines are intended for Americans two (2) years of age and over, including those at increased risk of chronic disease. These Guidelines encourage Americans to focus on eating a healthful diet — one that focuses on foods and beverages that help achieve and maintain a healthy weight, promote health and prevent disease.

Elderly Nutrition Program (ENP): An Area Agency on Aging Program administered by County of Los Angeles Workforce Development, Aging and Community Services (County) which provides nutrition services in accordance with the provisions of Title III C (Nutrition Service) of the Older Americans Act of 1965 (OAA), as amended (Title 42 United States Code Section 3001 et seq.).

Emergency Meals: Meals provided to Older Individuals, sixty (60) years of age or older who are homebound by reason of illness, disability or who are otherwise isolated.

These Services include provision of a minimum of three (3) shelf-stable meals per fiscal year. These meals are to be used in the event of an emergency or natural disaster such as earthquakes, power outage, floods, or any disruption of regular meal service to ENP Clients who are receiving Home-Delivered Meal Services.

Food Handler’s Certificate: Employees that prepare and/or serve food must possess a Food Handler’s Certificate issued by an American National Standards Institute (ANSI) accredited training provider that meets ASTM International E2659-09 Standard Practice for Certificate Programs. (Only if a retail provider – exempt if only providing to senior meal programs).

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Hazard Analysis Critical Control Point (HACCP): A systematic preventive approach to food safety which addresses the biological, chemical and physical hazards in production processes (including raw material production, procurement and handling) that can cause the manufacturing, distribution and consumption of the finished product to be unsafe. It also designs measurements to reduce these risks to a safe level. In this manner, HACCP is referred as the prevention of hazards rather than finished product inspection.

Hazard Analysis Critical Control Point (HACCP) Plan: A written document that delineates the formal procedures for following the HACCP principles that were developed by the National Advisory Committee on Microbiological Criteria for Foods and complies with the requirements of the Health and Safety Code Section 114055.

Hazard Analysis Critical Control Point (HACCP) Principles: The seven (7) basic steps of HACCP which are:
1) The completion of hazard analysis identification by identifying the likely hazards to consumers presented by a specific food.
2) The determination of critical control points in receiving, storage, preparation, display, and dispensing of a food.
3) The setting of measurable critical limits for each critical control point determined. 4) Developing and maintaining monitoring practices to determine if critical limits are being met.
5) Developing and utilizing corrective action plans when failure to meet critical limits is detected.
6) Establishing and maintaining a recordkeeping system to verify adherence to a HACCP plan.
7) Establishing a system of audits to:
a) Initially verify the effectiveness of the critical limits set and appropriateness of the determination of critical control points.
b) Periodically verify the effectiveness of the HACCP plan.

Home-Delivered Meals: Nutritionally balanced food that is prepared according to the requirements outlined in the Statement of Work and is delivered to Clients as part of the Home-Delivered Meal Services (it’s also commonly known as “Meals-on-Wheels”).

These meals include Hot, Frozen and Emergency meals which are delivered to individuals who are sixty (60) years of age or older and are homebound by reason of illness, disability or are otherwise isolated. Additionally, the Home-Delivered Meal Services includes a component of Services for Telephone Reassurance that provides regular contact and safety checks by phone calls to reassure and support HomeDelivered Meal Clients or Older Individuals who are on a waiting list to receive HomeDelivered Meals.

Home-Delivered Meals Priority of Service Screening Tool: Subrecipient is required to complete tool for all Home-Delivered Meals clients on current HDM waiting list, prior to updating the AAA Management Information System (MIS).

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Home-Delivered Meals Route: A geographical route that is used by Subrecipient to deliver Home-Delivered Meals to Clients living along that route. Such routes are approved for delivery by County prior to being used for Program Services.

Home-Delivered Meals Waiting List: Subrecipient is required to maintain an HDM Waiting List that includes all eligible HDM Clients that Subrecipient cannot provide meals to. Their position on the list is prioritized based on Older Individuals meeting criteria for greatest socioeconomic needs and level of risk of institutional placement if meals are not provided.

Non-delivered Meals: Meals that Service Providers are unable to serve due to limited financial resources. It is essential for ENP Service Providers to record the daily number of non-delivered meals in the AAA Management Information System (MIS) In order to track unmet needs.

Nutrition Counseling: Provision of individualized advice and guidance by a registered dietician in accordance with Business and Professions Code Sections 2585 and 2586 to individuals who are at nutritional risk because of their health or nutritional history, dietary intake, medications use, or chronic illnesses whereby options and methods for improving their nutritional status are addressed.

Nutrition Education: Informing Clients who receive Elderly Nutrition Program Services about current facts and information which will promote improved food selection, eating habits, nutrition, health promotion, and disease prevention practices.

Nutrition Intervention Follow-Up Services: Telephonic or in person contact with Client by a registered dietician to encourage and foster responsibility for an individualized plan of action in order to correct negative eating patterns and habits to treat an existing condition and promote health.

Nutrition-related Supportive Services: Outreach, transportation, food shopping assistance, and escort of Client to nutrition sites.

Nutritional Risk Score: A numerical representation of Client’s level of general nutritional health as determined by the Nutrition Screening Index checklist.

Nutrition Screening: Completion of a Nutrition Screening Checklist for eligible individuals to determine if they are at nutritional risk.

Nutrition Screening Checklist: A federal public information collection requirement in the National Aging Program Information System (NAPIS) found in the Federal Register Volume 59 Number 188 (September 29, 1994).

Nutrition Screening Index: A tool used to identify elderly persons who are malnourished or at risk of malnutrition.

Nutrition Services: The procurement, preparation, transport, and serving of meals, nutrition education, nutrition screening, and nutrition counseling, to Clients at Congregate Meal sites or in their homes.

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Reassessment: A formalized method of documenting and analyzing changes to Client during the period since the previous Nutrition Assessment and assuring the Services provided by Subrecipient are reducing Client’s nutritional risk.

Registered Dietician: A person who shall be both:
• Qualified as specified in the Business and Professions Code Sections 2885 and 2586
• Registered by the Commission on Dietetic Registration Senior Community Service Employment Program (SCSEP): A community service and work-based job training program for older Americans. Authorized by the Older Americans Act, the program provides training for low-income, unemployed seniors.

ServSafe®: A food and beverage safety training and certificate program administered by the National Restaurant Association. The program is accredited by ANSI and the Conference for Food Protection.

Vulnerable and High-Risk Client: An individual that is assessed with a Nutritional Risk Score of six (6) or higher, that may also be affected by factors such as an illness or condition that resulted in a change in the kind and/or amount of food that is consumed, consumes fewer than two (2) meals per day, or has unintentionally lost or gained ten (10) pounds in the past six (6) months.

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EXHIBIT Q
(ACCOUNTING, ADMINISTRATION AND REPORTING REQUIREMENTS) The purpose of this Exhibit Q is to establish required accounting, financial reporting, and internal control standards for Subrecipient.

The accounting, financial reporting and internal control standards described in this Exhibit Q are minimums. These standards are not intended to be all inclusive or replace acceptable existing procedures or preclude the use of more sophisticated methods.

Instead, this Exhibit Q represents the minimum required procedures and controls that must be incorporated into Subrecipient’s accounting and financial reporting systems.

Subrecipient certifies that throughout the entirety of this Subaward, it shall maintain the required level of staffing as outlined in this Subaward. Therefore, the internal control standards described herein are those that apply to Subrecipient’s organization and Subrecipient shall comply with the intent of these standards and implement internal control systems in its performance of the Work hereunder. Subrecipient’s subcontractors must also follow these standards unless otherwise stated in this Subaward.

A. ACCOUNTING AND FINANCIAL REPORTING

1.0 Basis of Accounting
Subrecipient shall maintain written financial and accounting procedures which incorporate Generally Accepted Accounting Principles and Subrecipient shall adhere to the requirements set forth therein.

Subrecipient may elect to use either the accrual basis or cash basis of accounting during the Fiscal Year for recording financial transactions.

Monthly invoices must be prepared on the same basis that is used for recording financial transactions. All financial reports required by County shall be prepared by Subrecipient using accrual information and shall be submitted as directed by County.

1.1 County recommends the use of the accrual basis for recording financial transactions.

Accrual Basis
Under the accrual basis for recording financial transactions, revenues are recorded in the accounting period in which they are earned (rather than when cash is received). Expenditures are recorded in the accounting period in which they are incurred (rather than when cash is disbursed).

Accruals
Accruals shall be recorded observing the following:

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 Recorded accruals must be reversed in the subsequent accounting period.

1.2 If Subrecipient elects to use the cash basis for recording financial transactions during the Fiscal Year:
 Necessary adjustments must be made to record the accruals at the beginning and the end of the Fiscal Year.
 All computations, supporting records, and explanatory notes used in converting from the cash basis to the accrual basis must be retained.

1.3 Prepaid Expenses
Prepaid expenses (e.g., insurance, service agreements, lease agreements, etc.) should only be expensed during a given Subaward Fiscal Year to the extent goods and Services are received or are applicable to that Fiscal Year.

2.0 Accounting System
Subrecipient shall maintain a double entry accounting system (utilizing debits and credits) with a General Journal, a Cash Receipts Journal, a General Ledger, and a Cash Disbursements Journal. Subrecipient shall also maintain a Payroll Register. Postings to the General Ledger and Journals shall be made at least on a monthly basis. Subrecipient shall maintain a separate Cost Center(s), which clearly identifies funds received and expended on Services provided.

2.1 General Journal
A General Journal shall be maintained for recording adjusting entries, reversing entries, closing entries, and other financial transactions not normally recorded in the Cash Receipts Journal or Cash Disbursements Journal. Entries in the General Journal must be adequately documented, and entered in chronological order with sufficient explanatory notations.

Example: DR CR
Rent Expense 100
Rent Payable 100
To record accrued rent to March 31, 20XX
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2.2 Cash Receipts Journal
A Cash Receipts Journal shall be maintained for recording all cash receipts (e.g., County warrants, contributions, interest income, etc.). The Cash Receipts Journal shall contain the following column headings (minimum requirements):
 Date
 Receipt Number
 Cash Debit columns
 Income Credit columns for the following accounts:
- County payments (one per funding source)
- Contributions
- Other Income (grants, sales of supplies/services, rental income, miscellaneous revenue, fees, etc.)
 Description (entries in the description column must specify the source of cash receipts)

2.3 Cash Disbursements Journal
A Cash Disbursements Journal shall be maintained for recording all cash disbursements (e.g., rent, utilities, maintenance, etc.) The Cash Disbursements Journal shall contain the following column headings (minimum requirements):
 Date
 Check Number
 Cash (Credit) column
 Expense Account name
 Description
Note (1) Separate cost columns are required for salary expense and other recurring cost classifications for each Program.

Note (2) Entries in the description column must specify the nature of the cost and the corresponding cost classification if not included in the column heading.

Note (3) Checks should not be written to employees (other than payroll, mileage, travel, and petty cash custodian checks).

A Check Register may be substituted for the Cash Disbursements Journal, but this is not recommended. If used, the Check Register must contain the same cost classifications and description information required when a Cash Disbursements Journal is used.

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Disbursements without supporting documentation will be disallowed upon audit. Cancelled checks and credit card statements (VISA, AMEX, department store, etc.) will not constitute acceptable support. See Subsections A.3.2 (Supporting Documentation) and B.2.4 (Credit Cards) for additional guidance on expense documentation requirements.

2.4 General Ledger
A General Ledger shall be maintained with accounts for all assets, liabilities, fund balances, expenditures, and revenues. Separate accounts must be maintained for the expenses and revenues of each of Subrecipient’s programs (both County and non-County programs).

2.5 Chart of Accounts
A Chart of Accounts shall be maintained:
 County recommends that Subrecipient use the expense account titles on the monthly invoice submitted to County.
 If Subrecipient uses account titles which differ from the account titles on the monthly invoice, each account title must clearly identify the nature of the transaction(s) posted to the account.
 Subrecipient must consistently post transactions that are of a similar nature to the same account. For example, all expenses for travel shall be posted to the account titled "travel" or "travel expense" and not intermixed with other expense accounts.

2.6 Payroll Register
County recommends that a Payroll Register be maintained for recording all payroll transactions. The Register should contain the following:
 Name
 Position
 Social Security Number (at a minimum last four digits of the SSN)  Salary (hourly wage)
 Payment Record including:
- Accrual Period
- Gross Pay
- Itemized Payroll Deductions
- Net Pay Amount
- Check Number
If a Payroll Register is not used, the information discussed above must be recorded in the Cash Disbursements Journal.

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Subrecipient will ensure compliance with all applicable Federal and State requirements for withholding payroll taxes (e.g., FIT, FICA, FUTA, SIT, SIU, etc.), reporting, filing (e.g., 941, DE-7, W-2, W-4 and 1099s), and all applicable tax deposits.

Subrecipient will ensure compliance with Internal Revenue Service guidelines in properly classifying employees and independent contractors.

2.7 Subrecipient Invoices
Subrecipient shall present an invoice to County each calendar month to report the prior month’s financial activity of the Program. In addition, if advanced funding is involved, an invoice shall be presented at the beginning of the Fiscal Year. An invoice shall be provided to County as required in this Subaward. At the discretion of County, Subrecipient will be required to submit all invoices and supporting documentation through County's Contract Management System - Contractor's Gateway or any other electronic System to be determined by County.

3.0 Records
Adequate care shall be exercised to safeguard the accounting records and supporting documentation. Any destruction or theft of Subrecipient’s accounting records or supporting documentation shall be immediately reported to County pursuant to the requirements outlined in Exhibit S (Purchase, Inventory and Disposal Requirements for Fixed and Non-Fixed Assets and Supplies), Section III.C (Loss, Destruction or Theft of Assets).

Subrecipient shall report, to the local law enforcement agency having jurisdiction, any act(s), which may reasonably be thought to constitute a crime, and/or which appear to have resulted in the destruction, damage or alteration of any record subject to the provisions of this Exhibit Q.

Subrecipient shall prepare a report and submit it to the local law enforcement agency within twenty-four hours after becoming aware of the acts which have resulted in the destruction, damage, or alteration of the record.

A copy of the resulting crime/incident report must be retained by Subrecipient for a period of time under which the underlying records were destroyed, or damaged were required to be retained plus an additional four (4) years, and shall be retained for a longer period in the case of unresolved litigation or audit.

To the extent that automated accounting records contain confidential information including but not limited to the names and addresses of individuals, Social Security Numbers, etc., the computer files containing this information must be adequately encrypted using the most current DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE  oI 
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encryption standards to prevent unauthorized access and use. If the allowability of expenditures cannot be determined because Subrecipient’s records or documentation are non-existent or inadequate according to Generally Accepted Accounting Principles set forth in Title 2 Code of Federal Regulations Part 200.302 (for Workforce Innovation and Opportunities Programs and all Other Programs) or Title 2 Code of Federal Regulations Part 200.302 and Title 45 Code of Federal Regulations Part

75.302 (for Area Agency on Aging Programs), the expenditures will be questioned during an audit/monitoring review and may be disallowed at the sole discretion of County or its Authorized Representative.

3.1 Retention
All accounting records (e.g., journals, ledgers, etc.), financial records and supporting documentation (e.g., invoices, receipts, checks, etc.) must be retained pursuant to the authorized retention period outlined in Subparagraph 8.38 (Record Retention, Inspection and Audit Settlement) of this Subaward.

3.2 Supporting Documentation
All revenues and expenditures shall be supported by original vouchers, invoices, receipts, or other documentation and shall be maintained in the manner described herein.

Invoices, receipts, canceled checks, and other documentation, including electronic documentation clearly establishing the nature of the expenditure and its relevance to for the Program shall be required to support an outlay of Subaward Sums. Unsupported disbursements will be disallowed upon audit. Subrecipient will be required to repay County for all dollar for dollar disallowed costs. Photocopied (including scanned images) of invoices or receipts, any internally generated documents (e.g., vouchers, request for check forms, requisitions, canceled checks, etc.), and account statements do not constitute supporting documentation for purchases. To the extent that the source for electronic documentation is an original hardcopy document (e.g., PDF scans of original vendor invoices) Subrecipient shall retain the original source document for inspection by County. County at its sole discretion may accept photocopies of supporting documentation in preference to the original documents.

Supporting documentation is required for various types of expenditures.

Subrecipients shall provide acceptable supporting documentation for all expenditures, and, with regard to the following categories of expenditures, acceptable supporting documentation shall consist solely of the documentation listed for each expenditure type. Another form of documentation may be used, in lieu of the listed types of acceptable DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE  oI 
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supporting documentation, provided Subrecipient obtains prior written approval of County to use a specific type of alternative documentation.

Payroll – timecards and attendance records signed by an employee and approved in writing by a supervisor; time distribution records by Program accounting for total work time on a daily basis for all employees; records showing actual expenditures for Social Security and unemployment insurance; State and Federal quarterly tax returns; Federal W-2 forms; and Federal W-4 forms. Personnel records shall also be maintained documenting employee pay rates. Personnel records shall also contain documentation confirming that educational and practical experience requirements of an employee’s position have been met. Where licensure is a requirement of an employee’s position, Subrecipient’s personnel file shall contain proof that employees have the required licenses/certifications.

Consultant Services – Subawards (detailing the nature and scope of services to be provided), time and attendance records, billing rates, travel vouchers (detailing purpose, time and location of travel), purchase orders and invoices for supplies and invoices or other supporting documentation detailing the nature of services provided. Subrecipient shall also maintain copies of all completed federal form 1099s, establishing that all payments to all consultants were reported in a timely fashion to federal and State taxing agencies.

Travel – prior, written approval from County’s Contract Manager for travel expenses related to providing Services under this Subaward; written travel policies of Subrecipient; travel expense vouchers showing location, date and time of travel, purpose of trip, benefit(s) to the Program and rates claimed; vehicle mileage logs showing dates, destination and headquarters, purpose of trip, and beginning and ending odometer readings and the resulting mileage. Vehicle mileage logs must clearly identify business versus non-business, or personal travel. For travel related to conferences, Subrecipient shall at a minimum retain conference literature, including but not necessarily limited to, agendas and handouts detailing the purpose of the conference, as part of Subrecipient’s documentation of the propriety of the travel expenditure, and its applicability to the Work performed by Subrecipient hereunder.

Reimbursement rates for mileage shall not exceed the lesser of County’s rate (which County shall provide to Subrecipient annually) and State's mileage rate (which is available online at:
http://www.calhr.ca.gov/employees/Pages/travel-personal-vehicle.aspx).

Reimbursement for actual receipts or per diem rates for meal expenses shall not exceed the maximum County's reimbursement rate for employees.

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Receipts shall be required for lodging for approved out-of-town travel.

Maximum reimbursable lodging amount is County’s maximum reimbursement rate for employees for a single occupancy hotel accommodation. Receipts shall also be required for airfare, car rentals, ground transportation and parking.

Operating Expenses (e.g., utilities, office supplies, equipment rentals, etc.) – bona fide subawards or lease agreements, if any, and invoices and receipts detailing the cost and items purchased will constitute the primary supporting documentation. For internal control purposes, Subrecipient shall maintain vouchers, purchase orders, requisitions, stock received reports, bills of lading, etc. Subrecipient shall also maintain documentation acknowledging the receipt of the specific goods and services for the expenditure (e.g., stock received reports, packing slip signed by the receiving employee, etc.). For internal control purposes, Subrecipient may also maintain vouchers, purchase orders, requisitions, etc.

Vehicle Expenses – A vehicle mileage log must be maintained which established the extent to which company owned vehicles are used for business, versus non-business purposes. For all business-related trips, the log shall identify trip dates, the origin and destination of the trip along with beginning and ending odometer readings and the resulting mileage. For other vehicle expenses such as gasoline and maintenance, invoices/receipts must be maintained which reflect the vehicle license number, or vehicle identification number of the vehicle being serviced or fueled. The record maintenance requirements for company-owned vehicles, also applies to personal vehicles used for business purposes.

Outside Meals - receipts and/or invoices for all meals, a record of the nature and business purpose of each meal, and identification of the Client(s).

Loans from Employees/Related Parties – Loans to Subrecipient by employees and/or related parties shall be supported by a written loan agreement and records documenting that the lent funds were deposited into Subrecipient bank account. Subrecipient shall also maintain documentation showing that the loan proceeds were actually used for the Program. To the extent that the loan agreement provides for the payment of interest, the interest may not be an allowable expense under this Subaward. If the payment of interest is allowable, interest shall not be accrued at a rate which exceeds the most current available County Treasury Rate plus one percent.

3.3 Payments to Affiliated Organizations or Persons
Prior to making payments to affiliated organizations or persons (i.e., related party transactions), Subrecipient shall complete a disclosure statement DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE  oI 
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identifying the nature of the affiliated, or related organization/ persons.

Subrecipient shall not make payments to affiliated organizations or persons for Program expenses (e.g., salaries, services, rent, etc.) that exceed the lesser of actual cost or the reasonable cost for such expenses. A reasonable cost shall be the price that would be paid by one party to another when the parties are dealing at arm's length (fair market price).

Organizations or persons (related parties) related to Subrecipient or its members by blood, marriage, or through a legal organization (corporation, partnership, association, etc.) will be considered affiliated for purposes of this Subaward. County shall be solely responsible for determining affiliation unless otherwise allowed and approved by the State or Federal agencies.

Payments to affiliated organizations or persons will be disallowed upon audit to the extent the payments exceed the lower of actual costs or the reasonable costs (fair market value) for such items.

3.4 Filing
All relevant supporting documentation for reported Program expenditures and revenues shall be filed in a systematic and consistent manner. It is recommended that supporting documents be filed as follows:
 Checks – Numerically
 Invoices – Vendor name and date
 Vouchers – Numerically
 Receipts – Chronologically
 Timecards – Pay period and alphabetically

3.5 Referencing
Accounting transactions posted to Subrecipient’s books shall be appropriately cross-referenced to supporting documentation. It is recommended that expenditure transactions on Subrecipient’s books be cross-referenced to the supporting documentation as follows:
 Invoices – Vender name and date
 Checks – Number
 Vouchers –Number
 Revenue – Receipt number
Supporting documentation for non-payroll expenditures (i.e., operating expenditures) should be cross-referenced to the corresponding check issued for payment. If multiple invoices are paid with one (1) check, all related invoices should be bound together and cross-referenced to the check issued for payment.

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4.0 Donations and Other Sources of Revenue
Restricted donations and other sources of revenue earmarked specifically for this Subaward must be utilized on allowable Subaward expenditures.

Similarly, income from investments (e.g., interest or dividends), where the source of the amount invested is County program funds, shall be deemed restricted revenue that must be utilized on allowable expenditures, or returned to County.

5.0 Audits
For routine audits and inspections, Subrecipient will make available County and any of its duly Authorized Representatives (including State authorities, Federal agencies (including, but not limited to, Comptroller of the United States, Office of the Inspector General and General Accounting Office) and/or any of their duly authorized representatives), upon request, during County’s hours of operation, throughout the duration of this Subaward and for the authorized retention period outlined in Subparagraph 8.38 (Record Retention, Inspection and Audit Settlement) of this Subaward, all of its books and records, including but not limited to those which relate to its operation of each project or business activity which is funded in whole or part with governmental monies, whether or not such monies are received through County. All such books and records shall be maintained at a location within Los Angeles County.

In general, audits will normally be performed during normal business hours, Monday through Friday. However, County retains the right to inspect and conduct investigations of Subrecipient’s fiscal operations and subaward compliance at any time, without prior notice to Subrecipient seven days a week, when County has information which it, in its sole discretion, deems justifies such an unannounced visit, inspection, audit or investigations.

B. INTERNAL CONTROLS
Internal controls safeguard Subrecipient’s assets from misappropriations, misstatements or misuse. Subrecipient shall prepare necessary written procedures establishing internal controls for its staff. Subrecipient shall instruct all of its staff in these procedures and continuously monitor operations to ensure compliance with them.

1.0 Cash Receipts

1.1. Separate Bank Account or Cost Center
All Subaward Sums shall be maintained in a bank account. Subaward Sums shall be used exclusively for Services funded under this Subaward and shall not be commingled with any other monies of Subrecipient. If revenues from other sources are maintained in the same bank account, revenues for each source must be clearly identifiable on DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE  oI 
Exhibit Q (Accounting, Administration and Reporting Requirements) Rev. 03/2020 Page 11
the accounting records through the use of cost centers or separate bank accounts.

1.2 Deposits
When collections are received by mail, two employees should be assigned to open the mail and list all collections received on a check remittance log.

All checks shall be restrictively endorsed upon receipt. Cash received shall be recorded on pre-numbered receipts and the receipts/check remittance log shall be reconciled to the amount being deposited.

Voided receipts shall be retained and the sequences of receipts issued/ voided shall be periodically accounted for.

Cash receipts (i.e., cash and checks) totaling $500 or more shall be deposited within one (1) day of receipt. Collections of less than $500 may be held, and shall be secured and deposited weekly or when the total reaches $500, whichever occurs first. If Subrecipient can establish that a larger limit is warranted, Subrecipient may request authorization from County to increase the limit to an amount greater than $500.

Duplicate deposit slips shall be retained and filed chronologically, and shall contain sufficient reference information for comparison to the Cash Receipts Journal (and individual receipts, if applicable). Subrecipient shall retain photocopies of County warrants reflected on each deposit slip, or record the individual warrant numbers onto the deposit slip.

1.3 Separation of Duties
An employee who does not handle cash shall record all cash or check receipts in Subrecipient’s accounting records.

1.4 Bank Reconciliations
Bank statements should be received and reconciled by someone with no cash handling, or check writing responsibilities.

Monthly bank reconciliations should be prepared within thirty (30) days of the bank statement date and reviewed by management for appropriateness and accuracy. The bank reconciliations should be signed and dated by both the preparer and the reviewer. Reconciling items should be resolved timely.

2.0 Disbursements

2.1 General
All disbursements (other than those made for petty cash, purchases) shall DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE  oI 
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be made using Subrecipient’s check, electronic funds transfer, or debit/credit card.

Blank check stock shall be secured and accounted for to preclude unauthorized use.

Checks shall not be payable to "cash" or signed in advance. Similarly, electronic debits to “cash” shall not be made. Checks written to employees for reimbursement of out-of-pocket costs must be supported by receipts and invoices.

A second signature is recommended on all checks over $500, unless otherwise authorized by County in writing. In instances where the payee is also a signor on the check, the disbursement shall be reviewed and approved by a higher level employee, or Board member who shall also sign the check.

Voided checks shall be marked void with the signature block cut out. The voided checks must be filed with the cancelled checks.

Unclaimed or undelivered checks shall be cancelled periodically.

All supporting documentation shall be referenced to check numbers and marked "paid" or otherwise canceled to prevent duplicate payments or reuse.

Disbursements without adequate supporting documentation will be disallowed upon audit.

2.2 Approvals and Separation of Duties
Employees responsible for approving cash disbursements and/or signing checks shall examine all supporting documentation at the time the checks are approved and signed.

All disbursements, excluding petty cash purchases, shall be approved by persons independent of check preparation and bookkeeping activities.

2.3 Petty Cash
A petty cash fund up to $500 may be maintained for payment of small incidental expenses incurred by Subrecipient (e.g., postage due, small purchases of office supply items, etc.). Subrecipient must obtain prior written approval from County’s Contract Manager to establish a petty cash fund greater than $500.

Petty cash disbursements must be supported by original invoices, store receipts or other external authenticating documents indicating the item DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE  oI 
Exhibit Q (Accounting, Administration and Reporting Requirements) Rev. 03/2020 Page 13
purchased and the employee making the purchase. In the event that outside (external) supporting documentation is not obtainable for minor disbursements (under $10), such as parking meters, fee, etc., then some written documentation shall be maintained and approved by a supervisory employee not associated with the transaction. Petty cash disbursements should not be used as a substitute for normal purchasing and disbursement practices (i.e., payment by check).

The petty cash fund shall be maintained on an imprest basis. A check should be drawn to set up the fund and to make periodic reimbursements.

Receipts, vouchers, etc., supporting each fund replenishment must be bound together, filed chronologically and cross referenced to the reimbursement check.

2.4 Credit Cards
The use of credit cards, both Subrecipient issued credit cards and an employee's personal credit card used on behalf of Subrecipient, should be limited to purchases where established purchasing and disbursement practices are not suitable.

Credit cards issued in Subrecipient’s name must be adequately safeguarded and usage monitored to ensure that only authorized and necessary items are purchased.

Credit card purchases should be pre-approved by Subrecipient management to ensure that they are reasonable and necessary.

All credit card disbursements must be supported by original invoices, store receipts or other external authenticating documents indicating the item purchased the employee making the purchase, and the justification for the purchase. Credit card statements are not sufficient support for credit card purchases.

3.0 Timekeeping

3.1 Timecards
Timecards or time reports must be prepared for each pay period.

Timecards or time reports must indicate total hours worked each day by program and total hours charged to each of Subrecipient’s programs. Time estimates do not qualify as support for payroll expenditures and will be disallowed upon audit.

All timecards and time reports must be signed in ink by the employee and the employee's supervisor to certify the accuracy of the reported time. To the extent Subrecipient utilizes electronic timecards and time reports, DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE  oI 
Exhibit Q (Accounting, Administration and Reporting Requirements) Rev. 03/2020 Page 14
Subrecipient must ensure that both the employee and supervisor certify time reported using electronic signatures. Where electronic timecards and time reports are used, Subrecipient’s reporting system must be able to electronically record the date/time the timecard was prepared/reviewed.

Subrecipient’s electronic time reporting system must also have sufficient controls to prevent unauthorized alteration/changes to electronic time records and reports.

3.2 Personnel and Payroll Records
Adequate security must be maintained over personnel and payroll records with access restricted to authorized individuals. Any automated personnel and payroll records which contain confidential information such as employee addresses, medical condition information, etc. should be adequately encrypted to prevent unauthorized access and use using the latest encryption standards. Subrecipient shall develop, maintain and adhere to its written personnel policies and procedures, wherein such procedures shall incorporate due process protection according to standard personnel practices.

Personnel and payroll records shall include, but are not limited to, the following:
 Employee’s authorized salary rate
 Employee information sheet (e.g., employee contact information, emergency contact information, etc.)
 Resume and/or application
 Proof of qualifications for the position, if required (e.g., notarized copy or original diploma, license(s), etc.)
 Performance evaluations
 Criminal record clearance (if required)
 Citizenship status
 Benefit balances (e.g., sick time, vacation, etc.)
 Health Clearances (if required)

3.3 Benefit Balances
Employee benefit balances (e.g., sick time, vacation, personal time, etc.) should be maintained on at least a monthly basis. Benefit balances should be increased when benefit hours are earned and decreased as hours are used.

3.4 Limitations on Positions and Salaries
Subrecipient shall not pay any salaries which are higher than those authorized in this Subaward, or the Exhibits thereto, including this Exhibit Q.

DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 
oI 
Exhibit Q (Accounting, Administration and Reporting Requirements) Rev. 03/2020 Page 15
When this Subaward is for Workforce Innovation and Opportunity Act Program Services, Subrecipient shall adhere to Public Law 109-234, as provided by the Employment Development Department (EDD) through its issuance of a directive. Subrecipient shall obtain the most current version of EDD’s directive on salary and bonus limitations on-line using the following Website address:
http://www.edd.ca.gov/jobs and training/Active Directives.htm For purposes of establishing a reasonable level of compensation for Subrecipient’s employees, County may refer to the applicable Child Welfare League of America (CWLA) Salary Study.

If an employee serves in the same or dual capacities under more than one subaward or program, time charged to the subawards or programs taken as a whole may not exceed 100% of the employee’s actual time worked.

Salaried employees shall be paid a salary that corresponds with the employee’s work schedule. For example, a ½-time salaried employee performing the same or similar work should be paid proportionately less than a full-time salaried employee.

The salary expense of salaried employees working on more than one (1) subaward or program shall be allocated to each program based on the ratio of the number of hours worked on each program during the pay period to the total number hours worked during the pay period.

Subrecipient shall not make retroactive salary adjustments for any employee without prior written approval from County’s Contract Manager.

3.5 Separation of Duties
Payroll checks should be distributed by persons not involved in timekeeping, preparing of payroll transaction, or reconciling bank accounts.

All employee hires, terminations or pay rate changes shall be approved in writing by authorized persons independent of payroll responsibilities.

4.0 Bonding – All officers, employees, and subrecipients who handle cash or have access to Subrecipient’s funds (e.g., prepare checks, etc.) shall be bonded pursuant to Subparagraph 8.25 (Insurance Coverage) of this Subaward.

DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE  oI 
Exhibit Q (Accounting, Administration and Reporting Requirements) Rev. 03/2020 Page 16
C. COST PRINCIPLES

1. 0 P o l i c y
It is the intent of County to provide funds to Subrecipient for the purpose of providing Services required by this Subaward. Subrecipient shall use these Subaward Sums on actual expenses in an economical and efficient manner and shall ensure that these expenditures are reasonable, proper, and necessary costs of providing Services and are allowable in accordance with the following Administrative requirements, procurement standards, and cost principles (Administrative Requirements):
 Area Agency on Aging (AAA) Programs:
o Title 2 Code of Federal Regulations Part 200 et seq. and o Title 45 Code of Federal Regulations Part 75 et seq.
 Workforce Innovation and Opportunity Act (WIOA) Programs:
o Title 2 Code of Federal Regulations Part 200 et seq. and o Title 2 Code of Federal Regulations Part 2900 et seq.  All Other Programs:
o Title 2 Code of Federal Regulations Part 200 et seq.

1.1 Subrecipient is responsible for obtaining the Administrative Requirements noted above, which are available on-line as follows:
 Title 2 Code of Federal Regulations Part 200 et seq.
(http://www.ecfr.gov/cgi-bin/textidx?tpl=/ecfrbrowse/Title02/2cfr200 main 02.tpl.)  Title 45 Code of Federal Regulations Part 75 et seq.
http://www.ecfr.gov/cgi-bin/text-idx?node=pt45.1.75
 Title 2 Code of Federal Regulation Part 2900 et seq.
https://www.ecfr.gov/cgibin/searchECFR?idno=2&q1=2900&rgn1=PARTNBR&op2=and&q2=&rgn 2=Part

1.2 Limitations on Expenditures of Subaward Sums
Subrecipient shall comply with this Subaward and Administrative Requirements. The Administrative Requirements define direct and indirect costs, discuss allowable cost allocation procedures and the development of Indirect Cost Rates, and specifically address the allowability of a variety of different costs.

DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 421 of 1182
Exhibit Q (Accounting, Administration and Reporting Requirements) Rev. 03/2020 Page 17
If Subrecipient is unsure of the allowability of any particular type of cost or individual cost, Subrecipient should request advance written approval from County’s Program Manager prior to incurring the cost. Any conflict or inconsistency between or among the requirements outlined within this Subaward, Exhibit A (Statement of Work), this Exhibit Q, and Administrative Requirements shall be resolved by giving precedence as follows:
 Administrative Requirements
 Subaward
• Exhibit A (Statement of Work)
 Exhibit Q (Accounting, Administration and Reporting Requirements)

1.3 Expenses Incurred Outside the Subaward Period
Expenses charged against Subaward Sums may not be incurred prior to the effective date of this Subaward, or subsequent to this Subaward’s expiration or termination date. Similarly, current period expenses related to events or activities that occurred prior to the effective date of the Subaward may not be allowable. For example, legal costs incurred while prosecuting or defending a lawsuit stemming from events which occurred during a period not covered by a valid Subaward between Subrecipient and County are not allowable. Expenses charged against Subaward Sums during any Fiscal Year period may not be incurred outside of that Fiscal Year period.

1.4 Budget Limitation
Expenses may not exceed the maximum limits shown on the Budget(s).

1.5 Unspent Funds
Subrecipient shall return any unspent Subaward Sums to County unless otherwise permitted by this Subaward. In addition, County will determine the disposition of unspent Subaward Sums upon expiration or termination of this Subaward and at the end of each Fiscal Year period.

1.6 Necessary, Proper and Reasonable
Only those expenditures that are necessary, proper and reasonable to carry out the purposes and activities of the Program are allowable. These expenditures must clearly evidence a benefit(s) to the Program.

2.0 Allocable Expenses
When Subrecipient provides services in addition to the Services required under this Subaward, Subrecipient shall allocate expenditures that benefit DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE  oI 
Exhibit Q (Accounting, Administration and Reporting Requirements) Rev. 03/2020 Page 18
programs or funding sources on an equitable basis.

In accordance with Administrative Requirements, Subrecipient shall define its allocable expenses as either direct or indirect costs (as defined in Subsections C.2.1 (Direct Costs) and C.2.2 (Indirect Costs) below) and shall allocate each cost using the basis that is most appropriate and feasible.

Subrecipient shall maintain documentation or allocated expenses (e.g., timecards, time summaries, square footage measurements, number of employees, etc.).

Under no circumstances shall allocated expenses be charged to an extent greater than 100% of actual expenses or the same expense be charged both directly and indirectly.

2.1 Direct Costs
Unless otherwise set forth in this Subaward, or required by the funding source(s), direct costs are defined as those costs that can be identified specifically with a particular final cost objective (i.e., a particular program, service, or other direct activity of Subrecipient’s organization). Examples of direct costs include salaries and benefits of employees working on the Program, supplies and other items purchased specifically for the Program, costs related to space used by employees working on the Program, etc.

For all employees, other than those employed in general or administrative positions, the hours spent on each program (activity) should be recorded on the employees' timecards and the payroll expenses should be treated as direct charges and distributed on the basis of recorded hours spent on each program.

Joint costs (i.e., costs that benefit more than one (1) program or activity) which can be distributed in reasonable proportion to the benefits received may also be direct costs.

Examples of bases for allocating joint costs as direct costs:
 Number of direct hours spent on each program
 Number of employees working in each program
 Square footage occupied by each program
 Other relevant and equitable methods of allocation

2.2 Indirect Costs
Indirect costs are those costs that have been incurred for common or joint purposes and cannot be readily identified with a particular final cost objective. Examples of indirect costs include salaries, employee benefits, DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE  oI 
Exhibit Q (Accounting, Administration and Reporting Requirements) Rev. 03/2020 Page 19
Example
Agency-wide indirect costs $250,000
Less: Capital Expenditures 10,000
Allocable indirect costs 240,000
Total Agency-wide indirect salaries $1,000,000
Indirect cost rate ($240,000/$1,000,000) 24%
Program direct salaries $100,000
Program indirect costs (24% x $100,000) $24,000
supplies, and other costs related to general administration of Subrecipient’s organization, and the salaries and expenses of executive officers, personnel administration, and accounting staff.

Examples of bases for allocating indirect costs:
 Total direct salaries and wages
 Total direct costs (excluding capital expenditures and other distorting items such as significant one-time expenses, or Lower Tier Subrecipient payments)

2.3 Acceptable Indirect Cost Allocation Methods
Administrative Requirements describe the following allowable methods for allocating indirect costs:
 Simplified allocation method
 Direct allocation method
 Multiple allocation base method
 Negotiated indirect cost rate
Simplified Allocation Method
This method can be used when Subrecipient’s major functions benefit from its indirect costs to approximately the same degree. Using this method, all allocable costs are considered indirect costs and an indirect cost rate is determined by dividing total allowable indirect costs by an equitable distribution base.

Direct Allocation Method
This method can also be used when Subrecipient’s major functions benefit from its indirect costs to approximately the same degree. Using this method, all costs except general administration and general expenses are DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE  oI 
Exhibit Q (Accounting, Administration and Reporting Requirements) Rev. 03/2020 Page 20
treated as direct costs. Joint costs for rentals, facilities maintenance, telephone, and other similar expenses are prorated individually to each direct activity on a basis appropriate for that type of cost.

The remaining costs, which consist exclusively of general administration and general expenses are then allocated using the simplified allocation method previously discussed.

Multiple Base Allocation Method
This method can be used when Subrecipient’s major functions benefit from its indirect costs in varying degrees. Using this method, indirect costs are grouped to permit allocation of each grouping on the basis of the benefits provided to the major functions. Each grouping is then allocated individually using the basis most appropriate for the grouping being allocated.

Negotiated Indirect Cost Rates
Subrecipient has the option of negotiating an indirect cost rate or rates for use on all its Federal programs. Subrecipient must submit a Cost Allocation Plan to the Federal agency providing the majority of funds to Subrecipient’s organization. The approved indirect cost rate is then applied to the total approved direct cost base.

When Subrecipient has an approved indirect cost rate accepted by all Federal awarding agencies, Subrecipient shall submit a copy of the approval letter to County’s Compliance Manager upon request.