Glendale City Council
October 6, 2026

CONTRACT No. _________
ELDERLY NUTRITION PROGRAM LOWER TIER SUBAWARD AGREEMENT*

BETWEEN THE CITY OF GLENDALE
AND
TRIO COMMUNITY MEALS, LLC (“LOWER TIER SUBRECIPIENT”)
THIS LOWER TIER SUBAWARD AGREEMENT (“Lower Tier Subaward”), effective November 16, 2022 (“Effective Date”), is between the City of Glendale ("SUBRECIPIENT"), a municipal corporation, and TRIO COMMUNITY MEALS, LLC (“LOWER TIER SUBRECIPIENT”), a subsidiary of Elior, Inc., a Delaware corporation (“LOWER TIER SUBRECIPIENT”), a Delaware corporation (collectively, “PARTIES” or individually, “PARTY”).

RECITALS

1. This Lower Tier Subaward is:

A. A contract for services that the PARTIES make under the terms of a prime Subaward (identified as Subaward Number ENP
202106)— between the County of Los Angeles Aging and
Disabilities Department (“AD”) and the SUBRECIPIENT— which is attached as “Exhibit A” and is fully incorporated into this Lower Tier Subaward by this reference; and
B. Subject to all the provisions of the prime Subaward, and all representations and warranties under this Lower Tier Subaward inure to the benefit of the County of Los Angeles.

2. SUBRECIPIENT is a public entity organized and existing under its Charter and the State of California’s Constitution.

3. Under the Older Americans Act Grant awarded to SUBRECIPIENT by Los Angeles County, SUBRECIPIENT operates an Elderly Nutrition Program that provides daily catered meal service for both congregate and homebound seniors at three meal sites. SUBRECIPIENT provides hot meal / prepared boxed lunch services seven days per week, as well as frozen / home delivered meal services five days per week for homebound clients.

4. SUBRECIPIENT desires to hire a qualified and experienced food services provider to:

A. Serve as the LOWER TIER SUBRECIPIENT under the Los
Angeles County administered Older Americans Act Grant; and B. Prepare and deliver daily meal service for both congregate and homebound seniors at specified sites within Glendale.

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Exhibit 1

5. On August 29, 2022, SUBRECIPIENT issued a “Request for Proposals” for the Elderly Nutrition Program (“RFP”)— which is attached as “Exhibit B” and is fully incorporated into this Lower Tier Subaward by this reference— describing SUBRECIPIENT’s need for a food services provider, and setting forth qualifications, conditions, and requirements for a food services provider.

6. On September 28, 2022, LOWER TIER SUBRECIPIENT submitted a Proposal (“LOWER TIER SUBRECIPIENT’s Proposal”), which is attached as “Exhibit C” and is fully incorporated into this Lower Tier Subaward by this reference.

7. On November 15, 2022, the Glendale City Council (“City Council”) adopted a Motion— which is attached as “Exhibit D” and is fully incorporated into this Lower Tier Subaward by this reference— accepting LOWER TIER SUBRECIPIENT’s Proposal and awarding LOWER TIER SUBRECIPIENT the right to prepare and deliver daily meal service under SUBRECIPIENT’s Elderly Nutrition Program, subject to the terms and conditions of this Lower Tier Subaward.

8. On October 7, 2022, SUBRECIPIENT mailed LOWER TIER
SUBRECIPIENT a “Notice of Intent to Award Contract,” which is attached as “Exhibit E” and is fully incorporated into this Lower Tier Subaward by this reference.

9. LOWER TIER SUBRECIPIENT is, and will continue to be for this Lower Tier Subaward’s duration, a Delaware corporation in good standing who employs persons who are duly registered or licensed to practice in the State of California.

10. LOWER TIER SUBRECIPIENT possesses the competence, experience, expertise, skill, facilities, equipment, personnel, financial wherewithal, and other resources necessary to perform this Lower Tier Subaward’s tasks in a professional and competent manner.

11. LOWER TIER SUBRECIPIENT desires to furnish and perform professional services for SUBRECIPIENT, on the terms and conditions described in this Lower Tier Subaward. LOWER TIER SUBRECIPIENT has the legal authority to provide, engage in, and carry out the professional services set forth in this Lower Tier Subaward.

AGREEMENT
THEREFORE, SUBRECIPIENT engages LOWER TIER SUBRECIPIENT’s services, and in consideration of the PARTIES’ mutual promises, the PARTIES agree as follows:

1.0 INCORPORATION OF RECITALS

1.1. The Recitals constitute the factual basis upon which SUBRECIPIENT and LOWER TIER SUBRECIPIENT have entered into this Lower Tier Subaward.

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SUBRECIPIENT and LOWER TIER SUBRECIPIENT acknowledge the Recitals’ accuracy and, therefore, incorporate them into this Lower Tier Subaward.

2.0 TERM

2.1. Initial Term. This Lower Tier Subaward is for a period of four (4) years, beginning on December 1, 2022, and ending on November 30, 2026 (“initial term”), unless the Lower Tier Subaward is terminated sooner according to the terms elsewhere in this document.

2.2. Renewal Term. Before the initial term’s expiration, SUBRECIPIENT will have a one (1) time option to renew the Lower Tier Subaward for a period of two (2) years (“renewal term”). Exercise of the renewal option is at the Director of Community Services & Parks’ sole discretion and requires the City Manager’s written approval. Upon renewal, the Lower Tier Subaward may be subject to new or additional terms and conditions.

3.0 SERVICES

3.1. Scope of Work. LOWER TIER SUBRECIPIENT shall furnish all food and labor necessary to prepare and deliver daily individual meals, or bulk food, or both, for persons sixty (60) years of age and older (“Services”), in compliance with:
(A) The Older Americans Act (OAA), as amended in 2006, including Title III Congregate and Home Delivered Nutrition standards, as described in Federal, State, and County regulatory statutes; (B) California’s Health and Safety Code, including the California Retail Food Code (Cal Code), effective January 1, 2020;
(C) The Area Agency on Aging (AAA) Policies and Procedures; (D) The requirements defined in the “Food Service Specifications” which is attached as “Exhibit F” and is fully incorporated into this Lower Tier Subaward by this reference; and
(E) The “Menu Writing Specifications” which is attached as “Exhibit G” and is fully incorporated into this Lower Tier Subaward by this reference.

3.2. Written Authorization. LOWER TIER SUBRECIPIENT shall not make changes in the Scope of Work or perform any additional work, without first obtaining written authorization from SUBRECIPIENT. If LOWER TIER SUBRECIPIENT provides additional work or services without written authorization, or if LOWER TIER SUBRECIPIENT exceeds the Maximum Cost in Paragraph 7.4 of this Lower Tier DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE

Subaward, LOWER TIER SUBRECIPIENT proceeds at LOWER TIER SUBRECIPIENT’s own risk and without payment.

3.3. Professional Standard of Care. During this Lower Tier Subaward’s Term:
(A) LOWER TIER SUBRECIPIENT and its Subcontractors, employees, and agents (collectively, “LOWER TIER SUBRECIPIENT PARTIES”) shall perform all of the Services in this Lower Tier Subaward in an expeditious and professional manner, using professionals properly licensed and duly qualified to perform the Services. (B) LOWER TIER SUBRECIPIENT LOWER TIER SUBRECIPIENT
PARTIES shall perform the work described in this Lower Tier Subaward in accordance with generally accepted professional practices and principles, and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by members of LOWER TIER SUBRECIPIENT PARTIES’ profession currently practicing in California. By performing the Services, LOWER TIER SUBRECIPIENT PARTIES represent and certify that their work conforms to: the requirements of this Lower Tier Subaward; all applicable (federal, state, county, local, City) laws, rules, regulations, orders, and procedures; and the professional standard of care in California. (C) LOWER TIER SUBRECIPIENT shall adhere to:
(1) All required Los Angeles County terms and conditions, as set forth in the “City of Glendale (SUBAWARD) with County of Los Angeles Aging and Disabilities Department (“Exhibit A”); and
(2) The elements indicated in Los Angeles County’s Statement of Work, as set forth in the “City of Glendale (Statement of Work) with County of Los Angeles Aging and Disabilities Department” (“Exhibit J”), which is attached and fully
incorporated into this Lower Tier Subaward by this
reference.
(D) LOWER TIER SUBRECIPIENT PARTIES are responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation: site conditions; existing facilities; seismic, geologic, soils, hydrologic, geographic, climatic conditions; applicable (federal, state, county, local, City) laws, rules, regulations, orders, and procedures; and all other contingencies or design considerations. Data, calculations, opinions, reports, investigations, or any other information or documents that SUBRECIPIENT provides relating to site, local, or other conditions are not warranted or guaranteed, either expressly or implied, by SUBRECIPIENT.

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(E) When the Scope of Work requires or permits SUBRECIPIENT’s review, approval, conditional approval, or disapproval, LOWER TIER SUBRECIPIENT acknowledges that SUBRECIPIENT’s review, approval, conditional approval, or disapproval:
(1) Is solely for the purposes of administering this Lower Tier Subaward and determining whether LOWER TIER
SUBRECIPIENT is entitled to payment for its Services;
(2) Is not to be construed as a waiver of any breach, or acceptance by SUBRECIPIENT, of any responsibility—
professional or otherwise— for the Services or LOWER
TIER SUBRECIPIENT’s work;
(3) Does not relieve LOWER TIER SUBRECIPIENT of the
responsibility for complying with the standard of performance or professional care; or laws, regulations, or industry standards; and
(4) Does not relieve LOWER TIER SUBRECIPIENT from liability for damages arising out of LOWER TIER SUBRECIPIENT’s:
negligent acts, errors, or omissions; recklessness; willful misconduct; or noncompliance with industry standards.
(E) Without additional compensation to LOWER TIER SUBRECIPIENT and at no cost to SUBRECIPIENT, LOWER TIER SUBRECIPIENT shall correct or revise all errors, mistakes, or deficiencies in its work or the Services.

4.0 TIME FOR PERFORMANCE

4.1. LOWER TIER SUBRECIPIENT shall perform and complete the Services according to the schedules and deadlines in the “Food Service Specifications” (“Exhibit F”).

4.2. Force Majeure. If an event or condition constituting a “force majeure”— including an act of God, labor dispute, civil unrest, epidemic, or natural disaster— prevents or delays a PARTY from performing or fulfilling an obligation under this Lower Tier Subaward, the PARTY is not in Default, under Paragraph 13.1 of this Lower Tier Subaward, of the obligation. A delay beyond a PARTY’s control automatically extends the time, in an amount equal to the period of the delay, for the PARTY to perform the obligation under this Lower Tier Subaward. The PARTIES shall prepare and sign an appropriate document acknowledging any extension of time under this Paragraph.

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5.0 PERSONNEL

5.1. Project Management. Each PARTY shall appoint a Project Manager. The Project Managers shall meet as needed to coordinate, review, and ensure LOWER TIER SUBRECIPIENT’s performance under this Lower Tier Subaward.

SUBRECIPIENT’s Project Manager will oversee the administration of LOWER TIER SUBRECIPIENT’s tasks under this Lower Tier Subaward.

5.2. Personnel.
(A) LOWER TIER SUBRECIPIENT’s project team shall work under the direction of the following key personnel Joel Medina, HAACP Food Services Manager and Jose Vargas Food Service Director. LOWER TIER SUBRECIPIENT shall minimize changes to its key personnel. SUBRECIPIENT may request key personnel changes, and SUBRECIPIENT may review and approve key personnel changes proposed by LOWER TIER SUBRECIPIENT. SUBRECIPIENT will not unreasonably withhold approval of key personnel assignments and changes.
(B) LOWER TIER SUBRECIPIENT Personnel shall:
(1) Comply fully with Los Angeles County Code Title 2 - Administration, Division 4, Chapter 2.212 (COVID-19
Vaccinations of County Contractor Personnel), and Los
Angeles County’s Subaward Requirements for COVID-19
Vaccinations of County Contractor Personnel (Exhibit K); and (2) Submit to SUBRECIPIENT, when LOWER TIER SUBRECIPIENT signs this Lower Tier Subaward, a completed COVID-19
Vaccination Certification of Compliance (Exhibit L).

5.3. Use of Agents or Assistants. With SUBRECIPIENT’s prior written approval, LOWER TIER SUBRECIPIENT may employ, engage, or retain the services of persons or entities (“Subcontractors”) that LOWER TIER SUBRECIPIENT may deem proper to aid or assist in the proper performance of LOWER TIER SUBRECIPIENT’s duties. SUBRECIPIENT is an intended beneficiary of all work that the Subcontractors perform for purposes of establishing a duty of care between the Subcontractors and SUBRECIPIENT. LOWER TIER SUBRECIPIENT is as responsible for the performance of its Subcontractors as it would be if it had rendered the Services itself. All costs of the tasks performed or the expenses incurred by the Subcontractors are chargeable directly to LOWER TIER SUBRECIPIENT. Nothing in this Lower Tier Subaward constitutes or creates a contractual relationship between SUBRECIPIENT and anyone other than LOWER TIER SUBRECIPIENT.

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5.4. Independent Contractor.
(A) LOWER TIER SUBRECIPIENT understands and acknowledges that LOWER TIER SUBRECIPIENT is an independent contractor, not an employee, partner, agent, or principal of SUBRECIPIENT. This Lower Tier Subaward does not create a partnership, joint venture, association, or employer-employee relationship between the PARTIES. At its own expense, LOWER TIER SUBRECIPIENT is responsible for providing compensation; employment benefits; disability, unemployment, and other insurance; workers’ compensation; training; permits and licenses; and office space for LOWER TIER SUBRECIPIENT and for LOWER TIER SUBRECIPIENT’s employees and Subcontractors. LOWER TIER SUBRECIPIENT has, and shall retain, the right to exercise full control over the employment, direction, compensation, and discharge of all persons whom LOWER TIER SUBRECIPIENT uses in performing the Services under this Lower Tier Subaward. LOWER TIER SUBRECIPIENT shall provide the Services in LOWER TIER SUBRECIPIENT’s own manner and method, except as this Lower Tier Subaward specifies. LOWER TIER SUBRECIPIENT shall treat a provision in this Lower Tier Subaward that may appear either to give SUBRECIPIENT the right to direct LOWER TIER SUBRECIPIENT as to the details of doing the work, or to exercise a measure of control over the work, as giving LOWER TIER SUBRECIPIENT direction only as to the work’s end result. (B) LOWER TIER SUBRECIPIENT shall indemnify, defend (including LOWER TIER SUBRECIPIENT’s providing and paying for legal counsel for SUBRECIPIENT), and hold harmless SUBRECIPIENT for any obligation; claim; suit; demand for tax or retirement contribution, including any contribution or payment to the Public Employees Retirement System (PERS); social security; salary or wages; overtime, penalty, or interest payment; or workers’ compensation payment that SUBRECIPIENT may be required to make on behalf of LOWER TIER SUBRECIPIENT , an employee of LOWER TIER SUBRECIPIENT , or any employee of LOWER TIER SUBRECIPIENT construed to be an employee of SUBRECIPIENT, for the work done under this Lower Tier Subaward.

5.5. Non-Discrimination in Employment. LOWER TIER SUBRECIPIENT shall not discriminate against any employee or person who is subject to this Lower Tier Subaward because of race, color, religion, religious belief, national origin, ancestry, citizenship, age, sex, sexual orientation, gender identity, gender expression, marital status, pregnancy, parenthood, medical condition, physical or mental disability, genetic information, or military or veteran status.

5.6. Disability Access Laws. CONSULANT represents and certifies that the Services that LOWER TIER SUBRECIPIENT performs under this Lower Tier Subaward fully conform to all applicable disability access and design laws, regulations, and standards— including the Americans with Disabilities Act (42 U.S.C. Sections 12101 et seq.) and Title 24 of the California Code of Regulations— when the Scope of Work requires or calls for compliance with those laws, regulations, or standards.

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5.7. Prevailing Wage Laws. Services by persons deemed to be employees of LOWER TIER SUBRECIPIENT possibly may be subject to prevailing wage, payroll records, apprenticeship, and contract award reporting requirements under California Labor Code Sections 1770-1781 (collectively, “prevailing wage laws”).

LOWER TIER SUBRECIPIENT’s sole responsibility is to comply with those requirements, should they apply. If a dispute based upon the prevailing wage laws occurs, LOWER TIER SUBRECIPIENT, at its expense, shall indemnify, defend (including LOWER TIER SUBRECIPIENT’s providing and paying for legal counsel for SUBRECIPIENT), and hold harmless SUBRECIPIENT, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, fines, penalties, wages, costs, or expenses pertaining to the prevailing wage laws.

5.8. Workers’ Compensation. LOWER TIER SUBRECIPIENT
understands and acknowledges that all persons furnishing services to SUBRECIPIENT under this Lower Tier Subaward are, for the purpose of workers’ compensation liability, employees solely of LOWER TIER SUBRECIPIENT and not of SUBRECIPIENT. In performing the Services or the work under this Lower Tier Subaward, LOWER TIER SUBRECIPIENT is liable for providing workers’ compensation benefits to LOWER TIER SUBRECIPIENT’s employees, or anyone whom LOWER TIER SUBRECIPIENT directly or indirectly hires, employs, or uses. SUBRECIPIENT is not responsible for any claims at law or in equity caused by LOWER TIER SUBRECIPIENT’s failure to comply with this Paragraph.

5.9. Executive Order N-6-22 – Russia Sanctions.
(A) SUBRECIPIENT may be using State of California grant funds for this Lower Tier Subaward. Accordingly, because SUBRECIPIENT may be paying, awarding, or providing LOWER TIER SUBRECIPIENT with that State grant money, in whole or in part, LOWER TIER SUBRECIPIENT must fully comply with the Governor’s March 4, 2022, Executive Order N-6-22 (https://www.gov.ca.gov/wp-content/uploads/2022/03/3.4.22- Russia-Ukraine-Executive-Order.pdf) (“State Executive Order”). The State Executive Order concerns economic sanctions (“Economic Sanctions”) and other sanctions imposed by the U.S. government, and the State of California, in response to Russia’s actions in Ukraine.
(B) LOWER TIER SUBRECIPIENT is solely responsible for reviewing the State Executive Order in full and complying with its requirements, as applicable.

LOWER TIER SUBRECIPIENT states and represents that LOWER TIER SUBRECIPIENT has read the State Executive Order, is not the subject or target of any Economic Sanctions, and will comply with any request to report information or submit documents to the State, or SUBRECIPIENT, or both, before or after the expiration, termination, or cancellation of this Lower Tier Subaward. (C) At any time and upon written notice to LOWER TIER
SUBRECIPIENT, SUBRECIPIENT, in its sole discretion, may either immediately invoke any one or more of the remedies listed in Paragraph 13.3 for Default under Paragraph

13.1(B), or terminate this Lower Tier Subaward for SUBRECIPIENT’s convenience DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE

under Paragraph 13.4, if SUBRECIPIENT determines that any one or more of the following circumstances or events have occurred:
(1) LOWER TIER SUBRECIPIENT is the subject or target of Economic Sanctions;
(2) LOWER TIER SUBRECIPIENT is conducting prohibited
transactions with sanctioned individuals or entities; or (3) LOWER TIER SUBRECIPIENT has failed to comply, in any manner, with the State Executive Order.

6.0 FACILITIES

6.1. SUBRECIPIENT shall provide LOWER TIER SUBRECIPIENT with access to and use of the kitchen facilities at the Adult Recreation Center for meal preparation, and access to the community centers specified in the “Food Service Specifications” (“Exhibit F”) for meal deliveries. LOWER TIER SUBRECIPIENT shall provide all other facilities necessary to fully perform and complete the Services.

6.2. LOWER TIER SUBRECIPIENT shall pay for any damage to SUBRECIPIENT property, facilities, structures, or streets arising out of LOWER TIER SUBRECIPIENT’s use, occupation, operation, or activities in, upon, under, or over any portion of them.

7.0 PAYMENT

7.1. SUBRECIPIENT’s payment to LOWER TIER SUBRECIPIENT will be based upon LOWER TIER SUBRECIPIENT’s “Meal Rates” (“Exhibit H”), which is contained in LOWER TIER SUBRECIPIENT’s Proposal (“Exhibit C”). Except as itemized in SUBRECIPIENT’s RFP or LOWER TIER SUBRECIPIENT’s “Meal Rates,” LOWER TIER SUBRECIPIENT shall pay for all expenses, including reimbursable or out-of-pocket expenses, that LOWER TIER SUBRECIPIENT incurs in performing the Services. The “Meal Rates,” including price per meal, will remain in effect for the Lower Tier Subaward’s initial term and renewal term.

7.2. Fee. For the Services that LOWER TIER SUBRECIPIENT provides under this Lower Tier Subaward, SUBRECIPIENT shall pay LOWER TIER SUBRECIPIENT as follows:

MEAL TYPE PRICE PER MEAL
Hot/Cold Meals / Boxed Lunches Prepared $4.56
Frozen, Home Meals Delivered $4.75
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7.3. SUBRECIPIENT shall pay for the Services in monthly installments.

Each installment will be payable upon satisfactory performance and completion, in SUBRECIPIENT’s determination, of the Services.

7.4. Maximum Cost. LOWER TIER SUBRECIPIENT expressly
acknowledges that the total cost to complete all Services under this Lower Tier Subaward must not exceed two million dollars ($2,000,000.00) during the initial term (“Maximum Cost”). When LOWER TIER SUBRECIPIENT has billed 75% of the Maximum Cost, LOWER TIER SUBRECIPIENT shall provide written notice to SUBRECIPIENT’s Project Manager that LOWER TIER SUBRECIPIENT has expended 75% of the Maximum Cost.

7.5. If SUBRECIPIENT requires additional work not included in this Lower Tier Subaward, LOWER TIER SUBRECIPIENT and SUBRECIPIENT shall negotiate the additional work, mutually agree on the amount of additional compensation, and memorialize the terms in either a separate written contract or an amendment to this Lower Tier Subaward.

7.6. Invoices. LOWER TIER SUBRECIPIENT shall submit:
(A) An original, itemized invoice to SUBRECIPIENT for approval, before receiving compensation. All invoices must contain:
(1) The word “INVOICE”;
(2) An invoice number;
(3) An invoice date;
(4) The words “BILL TO: City of Glendale”;
(5) The SUBRECIPIENT-issued contract number;
(6) The number, type, and date of meals served, the cost per meal, and the totally monthly costs;
(7) The total phase or Services costs to date;
(8) The total amount due on the invoice; and
(9) Payment instructions (“Make payable to___” or “Remit to___”). (B) The invoice:
(1) At no more than monthly intervals; and
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(2) Directly to SUBRECIPIENT’s Finance Department in one of the following two ways:

Option 1: Electronically via:
https://www.glendaleca.gov/government/depart
ments/finance/accounting/invoice-submittal
LOWER TIER SUBRECIPIENT shall:
 Prepare the invoices in PDF format; and
 Submit only one (1) invoice per PDF file.

Submitting multiple invoices in a single PDF file,
or submitting an invoice without the
SUBRECIPIENT- issued contract number, will
cause a delay in payment.

Option 2: By mail to the following address:

City of Glendale
Attn: Accounts Payable
141 N. Glendale Ave, Room 346
Glendale, CA 91206

7.7. Taxes. LOWER TIER SUBRECIPIENT shall pay all applicable (federal, state, county, local, SUBRECIPIENT) excise, sales, consumer use, possessory interest, or other similar taxes required by law that are levied upon this Lower Tier Subaward or upon the Services that LOWER TIER SUBRECIPIENT’s performs under this Lower Tier Subaward.

8.0 AUDIT BY SUBRECIPIENT

8.1. During this Lower Tier Subaward’s Term and for a period of four (4) years after the expiration, cancellation, or termination of this Lower Tier Subaward, or any extension of it, LOWER TIER SUBRECIPIENT shall:
(A) Keep and maintain, in their original form, all records, books, papers, or documents related to LOWER TIER SUBRECIPIENT’s performance of this Lower Tier Subaward; and
(B) Permit SUBRECIPIENT or its authorized representatives, at all reasonable times, to have access to, examine, audit, excerpt, copy, photocopy, photograph, or transcribe all records, books, papers, or documents related to LOWER TIER SUBRECIPIENT’s performance of this Lower Tier Subaward, including: direct and indirect charges, and detailed documentation, for work LOWER TIER SUBRECIPIENT has performed or will perform under this Lower Tier Subaward.

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9.0 DATA, RECORDS, PROPRIETARY RIGHTS

9.1. Copies of Data. LOWER TIER SUBRECIPIENT shall provide SUBRECIPIENT with copies or originals of all data that LOWER TIER SUBRECIPIENT generates, uses, collects, or stores in relation to all work associated with this Lower Tier Subaward. Data that LOWER TIER SUBRECIPIENT generates, uses, collects, stores, or provides must be in a form acceptable to, and agreed upon by, SUBRECIPIENT.

9.2. Ownership and Use.
(A) Unless SUBRECIPIENT states otherwise in writing, each document— including each report, draft, record, drawing, or specification (collectively, “work product”)— that LOWER TIER SUBRECIPIENT prepares, reproduces, or causes its preparation or reproduction for this Lower Tier Subaward is SUBRECIPIENT’s exclusive property.
(B) LOWER TIER SUBRECIPIENT acknowledges that its use of the work product is limited to the purposes contemplated by the Scope of Work. LOWER TIER SUBRECIPIENT makes no representation of the work product’s application to, or suitability for use in, circumstances not contemplated by the Scope of Work.

9.3. Intellectual Property.
(A) If LOWER TIER SUBRECIPIENT uses or incorporates patented, trademarked, copyrighted, or proprietary work, ideas, or products— in whole or in part— into LOWER TIER SUBRECIPIENT’s work product, LOWER TIER SUBRECIPIENT represents that:
(1) LOWER TIER SUBRECIPIENT’s work product does not
infringe on any patent, copyright, trademark, trade name, or proprietary right of any person, organization, or entity; and (2) LOWER TIER SUBRECIPIENT holds the patent, trademark, copyright or proprietary right to the work, idea, or product; or (3) LOWER TIER SUBRECIPIENT is licensed to use the
patented, trademarked, copyrighted, or proprietary work, idea, or product.
(B) Unless SUBRECIPIENT states otherwise in writing, all proprietary rights or intellectual property rights, including copyrights, that arise from creation of the work under this Lower Tier Subaward vest in SUBRECIPIENT. LOWER TIER SUBRECIPIENT waives and relinquishes all claims to proprietary rights and intellectual property rights, including copyrights, in favor of SUBRECIPIENT. (C) Without SUBRECIPIENT’s prior written approval, LOWER TIER SUBRECIPIENT shall not use, reproduce, or display SUBRECIPIENT’s corporate insignia in any document or medium, including: an advertisement, promotional material, DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE

television or radio commercial, social media, or the internet or LOWER TIER SUBRECIPIENT’s website.
(D) LOWER TIER SUBRECIPIENT shall indemnify, defend (including LOWER TIER SUBRECIPIENT’s providing and paying for legal counsel for SUBRECIPIENT), and hold harmless SUBRECIPIENT, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, royalties, fines, penalties, costs, or expenses arising out of or alleging any infringement or misappropriation of a patent, copyright, trade secret, trade name, trademark, or other intellectual property right or proprietary right.

9.4. Confidentiality. LOWER TIER SUBRECIPIENT shall not use any information that it obtains from performing the Services for any purpose other than for fulfillment of LOWER TIER SUBRECIPIENT’s Scope of Work. Without SUBRECIPIENT’s prior written authorization, LOWER TIER SUBRECIPIENT shall not disclose or publish— or authorize, permit, or allow others to disclose or publish— data, drawings, designs, specifications, reports, or other information relating to the Services or the work that SUBRECIPIENT assigns to LOWER TIER SUBRECIPIENT or to which LOWER TIER SUBRECIPIENT has access.

9.5. Public Records Act.
(A) LOWER TIER SUBRECIPIENT acknowledges that this Lower Tier Subaward is a public record. This Lower Tier Subaward, its Exhibits, and all documents produced under this Lower Tier Subaward are subject to the California Public Records Act (Government Code Sections 6250 et seq.), including its exemptions. LOWER TIER SUBRECIPIENT acknowledges that SUBRECIPIENT has no obligation to notify LOWER TIER SUBRECIPIENT when a request for records is received. (B) LOWER TIER SUBRECIPIENT shall identify in advance all records, or portions of them, that LOWER TIER SUBRECIPIENT believes are exempt from production under the Public Records Act.
(C) If LOWER TIER SUBRECIPIENT claims a privilege against public disclosure or otherwise objects to the records’ disclosure, then:
(1) LOWER TIER SUBRECIPIENT may, when notified by
SUBRECIPIENT of the request, seek protection from
disclosure by timely applying for relief in a court of
competent jurisdiction; or
(2) SUBRECIPIENT may either decline to produce the
requested information, or redact portions of the documents and produce the redacted records.

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(D) If LOWER TIER SUBRECIPIENT fails to identify one or more protectable documents, in SUBRECIPIENT’s sole discretion, and without its being in breach of this Lower Tier Subaward or its incurring liability to LOWER TIER SUBRECIPIENT, SUBRECIPIENT may produce the records— in whole, in part, or redacted— or may decline to produce them.
(E) LOWER TIER SUBRECIPIENT shall indemnify, defend (including LOWER TIER SUBRECIPIENT’s providing and paying for legal counsel for SUBRECIPIENT), and hold harmless SUBRECIPIENT, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, fines, penalties, costs, or expenses arising out of or alleging SUBRECIPIENT’s refusal to publicly disclose one or more records that LOWER TIER SUBRECIPIENT identifies as protectable, or asserts is protectable.

10.0 CONFLICT OF INTEREST; CAMPAIGN CONTRIBUTIONS

10.1. Conflict of Interest. LOWER TIER SUBRECIPIENT represents and certifies that:
(A) LOWER TIER SUBRECIPIENT’s personnel are not currently officers, agents, employees, representatives, or elected officials of SUBRECIPIENT; (B) LOWER TIER SUBRECIPIENT will not employ or hire a
SUBRECIPIENT officer, agent, employee, representative, or elected official during this Lower Tier Subaward’s Term;
(C) SUBRECIPIENT’s officers, agents, employees, representatives, and elected officials do not, and will not, have any direct or indirect financial interest in this Lower Tier Subaward; and
(D) During this Lower Tier Subaward’s Term, LOWER TIER
SUBRECIPIENT will inform SUBRECIPIENT promptly about an existing or potential conflict of interest that may arise as a result of any change in circumstances.

10.2. Campaign Contributions.
(A) LOWER TIER SUBRECIPIENT and its Subcontractors shall fully comply with Glendale Municipal Code Section 1.10.060, which places limitations on LOWER TIER SUBRECIPIENT’s and its Subcontractors’ ability to make campaign contributions to certain elected SUBRECIPIENT officials or candidates for elected City office. Specifically, Section 1.10.060 prohibits:
(1) A contractor (including a LOWER TIER SUBRECIPIENT )― who has a contract with the City of Glendale, Glendale
Successor Agency, or the Housing Authority of the City of Glendale and that contract is subject to approval by the City Council, Successor Agency, or Housing Authority― from
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making a contribution to a City Council member, City Clerk, or City Treasurer, when the contract has a total anticipated or actual value of $50,000 or more, or a combination or series of contracts having a value of $50,000 or more; and (2) A City Council member, Successor Agency member, or
Housing Authority member from voting on a contract in which a contractor (or a Subcontractor) has provided a campaign contribution.
(B) LOWER TIER SUBRECIPIENT acknowledges that even if the Maximum Cost in Paragraph 7.4 of this Lower Tier Subaward is less than $50,000, LOWER TIER SUBRECIPIENT still may be subject to the campaign contribution limitations in Glendale Municipal Code Section 1.10.060, when:
(1) LOWER TIER SUBRECIPIENT and SUBRECIPIENT
amend the Scope of Work in this Lower Tier Subaward
which increases the Maximum Cost to equal or exceed
$50,000; or
(2) SUBRECIPIENT, Glendale Successor Agency, or the Housing Authority awards LOWER TIER SUBRECIPIENT another
contract which has a total anticipated or actual value of $50,000 or more, or awards LOWER TIER SUBRECIPIENT a
combination or series of contracts which have a value of $50,000 or more.
(C) LOWER TIER SUBRECIPIENT represents and certifies that:
(1) LOWER TIER SUBRECIPIENT has read and fully
understands the provisions of Glendale Municipal Code
Section 1.10.060;

(2) LOWER TIER SUBRECIPIENT will not: (a) make a
prohibited campaign contribution to an individual holding City of Glendale elective office; or (b) otherwise violate Glendale Municipal Code Section 1.10.060; and
(3) LOWER TIER SUBRECIPIENT shall timely complete, return, and update one or more disclosure or reporting forms that SUBRECIPIENT provides.

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11.0 INSURANCE

11.1. When LOWER TIER SUBRECIPIENT signs and delivers this Lower Tier Subaward to SUBRECIPIENT, and during this Lower Tier Subaward’s Term, LOWER TIER SUBRECIPIENT shall furnish SUBRECIPIENT with insurance forms that fully meet the requirements of— and contain provisions entirely consistent with— all of the “Insurance Requirements,” which are attached as “Exhibit I” (I-1 through I-8) to this Lower Tier Subaward and are incorporated into it by this reference.

11.2. This Lower Tier Subaward’s insurance provisions:
(A) Are separate and independent from the indemnification and defense provisions in Article 12.0 of the Lower Tier Subaward; and (B) Do not limit, in any way, the applicability, scope, or obligations of the indemnification and defense provisions in Article 12.0 of the Lower Tier Subaward.

12.0 INDEMNITY

12.1. To the maximum extent permitted by law— including, but not limited to, California Civil Code Section 2778— LOWER TIER SUBRECIPIENT , its employees, agents, LOWER TIER SUBRECIPIENTS, and persons whom LOWER TIER SUBRECIPIENT employs or hires (individually and collectively, “LOWER TIER SUBRECIPIENT INDEMNITOR”) shall indemnify, defend, and hold harmless SUBRECIPIENT, its officers, agents, employees, and representatives (individually and collectively, “SUBRECIPIENT INDEMNITEE”) from and against a “liability” [as defined in Subparagraph (A) below], or an “expense” [as defined in Subparagraph (B) below], or both, that arise out of, pertain to, or relate to an act, error, or omission of a LOWER TIER SUBRECIPIENT INDEMNITOR:
(A) “Liability” means claims, suits, actions, causes of action, proceedings, judgments, decrees, awards, settlements, liens, losses, damages, injuries, or liability of any kind, whether the liability is:
(1) Actual or alleged;
(2) In contract or in tort; or
(3) For bodily injury (including accidental death), personal injury, advertising injury, or property damage.
(B) “Expense” means fees, costs, sums, penalties, fines, charges, or expenses of any kind, including:
(1) Attorney’s fees;
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(2) Costs of an investigation, litigation, arbitration, mediation, administrative or regulatory proceeding, or appeal;
(3) Fees of an accountant, expert witness, consultant, or other professional; and
(4) Pre or post: judgment interest or settlement interest.

12.2. Under this Article, LOWER TIER SUBRECIPIENT INDEMNITOR’s defense and indemnification obligations:
(A) Apply to a liability, or an expense, or both, that arise out of, pertain to, or relate to the actual or alleged passive negligence of a SUBRECIPIENT INDEMNITEE; but
(B) Do not apply to a liability, or an expense, or both, that arise out of, pertain to, or relate to the sole active negligence or willful misconduct of a SUBRECIPIENT INDEMNITEE.

12.3. To the extent that LOWER TIER SUBRECIPIENT INDEMNITOR’s insurance policy provides an upfront defense to a SUBRECIPIENT INDEMNITEE, LOWER TIER SUBRECIPIENT INDEMNITOR’s obligation to defend a SUBRECIPIENT INDEMNITEE under this Article:
(A) Means that LOWER TIER SUBRECIPIENT INDEMNITOR shall provide and pay for legal counsel, acceptable to SUBRECIPIENT, for the SUBRECIPIENT INDEMNITEE;
(B) Occurs when a claim, suit, complaint, pleading, or action against a SUBRECIPIENT INDEMNITEE arises out of, pertains to, relates to, or asserts an act, error, or omission of LOWER TIER SUBRECIPIENT INDEMNITOR; and (C) Arises regardless of whether a claim, suit, complaint, pleading, or action specifically names or identifies LOWER TIER SUBRECIPIENT INDEMNITOR.

12.4. Paragraph 12.3 does not limit or extinguish LOWER TIER SUBRECIPIENT INDEMNITOR’s obligation to reimburse a SUBRECIPIENT INDEMNITEE for the costs of defending the SUBRECIPIENT INDEMNITEE against a liability, or an expense, or both. The defense costs charged to LOWER TIER SUBRECIPIENT INDEMNITOR will not exceed LOWER TIER SUBRECIPIENT INDEMNITOR’s proportionate percentage of fault. A SUBRECIPIENT INDEMNITEE’s right to recover defense costs and attorney’s fees under this Article does not require, and is not contingent upon, the SUBRECIPIENT INDEMNITEE’s first:
(A) Requesting that LOWER TIER SUBRECIPIENT INDEMNITOR
provide a defense to the SUBRECIPIENT INDEMNITEE; or
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(B) Obtaining LOWER TIER SUBRECIPIENT INDEMNITOR’s consent to the SUBRECIPIENT INDEMNITEE’s tender of defense.

12.5. If LOWER TIER SUBRECIPIENT subcontracts all or any portion of the Services under this Lower Tier Subaward, LOWER TIER SUBRECIPIENT shall provide SUBRECIPIENT with a written agreement from each Subcontractor, who must indemnify, defend, and hold harmless a SUBRECIPIENT INDEMNITEE under the terms in this Article.

12.6. LOWER TIER SUBRECIPIENT INDEMNITOR’s obligation to indemnify, defend, and hold harmless a SUBRECIPIENT INDEMNITEE will remain in effect and will be binding upon LOWER TIER SUBRECIPIENT INDEMNITOR whether the liability, or the expense, or both, accrues— or is discovered— before or after this Lower Tier Subaward’s expiration, cancellation, or termination.

12.7. Except for Paragraph 12.3, this Article’s indemnification and defense provisions:
(A) Are separate and independent from the insurance provisions in Article 11. In addition, the indemnification and defense provisions in this Article; (B) Are neither limited to nor capped at the coverage amounts that SUBRECIPIENT now, or at a later date, specifies under the insurance provisions in Article 11.0; and
(C) Do not limit, in any way, the applicability, scope, or obligations of the insurance provisions in Article 11.0.

13.0 DEFAULT, REMEDIES, AND TERMINATION

13.1. Default. Default under this Lower Tier Subaward occurs upon any one or more of the following events:
(A) LOWER TIER SUBRECIPIENT refuses or fails— whether partially, fully, temporarily, or otherwise— to:
(1) Provide, obtain, or maintain enough properly trained personnel, or licensed personnel, or both, to perform the Services that this Lower Tier Subaward requires;
(2) Pay for, obtain, maintain, or renew the insurance policies or coverages that this Lower Tier Subaward requires;
(3) Comply with indemnification, defense, or hold harmless provisions that this Lower Tier Subaward requires; or
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(B) LOWER TIER SUBRECIPIENT, or its personnel, or both— whether partially, fully, temporarily, or otherwise:
(1) Disregards or violates a law, ordinance, rule, procedure, regulation, directive, or order;
(2) Refuses or fails to pay for, obtain, maintain, or renew requisite licenses;
(3) Refuses or fails to observe, perform, or fulfill a covenant, condition, obligation, term, or provision of this Lower Tier Subaward;
(4) Commits an unlawful, false, fraudulent, dishonest, deceptive, or dangerous act while performing the Services under this Lower Tier Subaward; or
(C) LOWER TIER SUBRECIPIENT:
(1) Or another party for or on behalf of LOWER TIER
SUBRECIPIENT: institutes proceedings under any
bankruptcy, reorganization, receivership or other insolvency; or assigns or transfers assets to its creditors;
(2) Delegates— whether in whole, in part, temporarily, or otherwise— its duties or obligations under this Lower Tier Subaward, without notifying SUBRECIPIENT, or without
SUBRECIPIENT’s written authorization;
(3) Assigns, transfers, pledges, hypothecates, grants, or encumbers— whether in whole, in part, temporarily, or
otherwise— this Lower Tier Subaward or any interest in it, without notifying SUBRECIPIENT, or without
SUBRECIPIENT’s written authorization;
(4) Or one of its partners, directors, officers, or general managers, or a person who exercises managerial authority on LOWER TIER SUBRECIPIENT’s behalf, is convicted
(i.e., a plea of guilty, a verdict of guilty by a judge or jury, a plea of nolo contendere, or a forfeiture of bail) under state or federal law, during this Lower Tier Subaward’s Term, of embezzlement, theft, fraud, forgery, bribery, deceptive or unlawful business practices, perjury, falsifying or destroying records or evidence, receiving stolen property, or other offense indicating a lack of business integrity or business honesty; or
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(D) Any other justifiable cause or reason, as reasonably determined by the City Manager, or a designee.

13.2. Notice of Default. If SUBRECIPIENT deems that LOWER TIER SUBRECIPIENT is in Default, or that LOWER TIER SUBRECIPIENT has failed in any other respect to perform satisfactorily the Services specified in this Lower Tier Subaward, SUBRECIPIENT may give written notice to LOWER TIER SUBRECIPIENT specifying the Default(s) that LOWER TIER SUBRECIPIENT shall remedy within ten (10) days after receiving the notice. The Notice of Default will set forth one or more bases for any dissatisfaction and may suggest corrective measures.

13.3. Remedies upon Default. Within ten (10) days after receiving SUBRECIPIENT’s Notice of Default, if LOWER TIER SUBRECIPIENT refuses or fails to remedy the Default(s), or if LOWER TIER SUBRECIPIENT does not commence steps to remedy the Default(s) to SUBRECIPIENT’s reasonable satisfaction, SUBRECIPIENT may exercise any one or more of the following remedies:
(A) SUBRECIPIENT may, in whole or in part and for any length of time, immediately suspend this Lower Tier Subaward until such time as LOWER TIER SUBRECIPIENT has corrected the Default;
(B) SUBRECIPIENT may provide for the Services either through its own forces or from another contractor or vendor, and may withhold any money due (or may become owing to) LOWER TIER SUBRECIPIENT for a task related to the claimed Default; (C) SUBRECIPIENT may withhold all moneys, or a sum of money, due LOWER TIER SUBRECIPIENT under this Lower Tier Subaward, which in SUBRECIPIENT’s sole determination, are sufficient to secure LOWER TIER SUBRECIPIENT’s performance of its duties and obligations under this Lower Tier Subaward;
(D) SUBRECIPIENT may immediately terminate the Lower Tier Subaward;
(E) SUBRECIPIENT may exercise any legal remedy, or equitable remedy, or both, including filing and action in court:
(1) Seeking LOWER TIER SUBRECIPIENT’s specific
performance of all or any part of this Lower Tier Subaward; or (2) Recovering damages for LOWER TIER SUBRECIPIENT’s
Default, breach, or violation of this Lower Tier Subaward; or (F) SUBRECIPIENT may pursue any other available, lawful right, remedy, or action.

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13.4. Termination for Convenience. Independent of the remedies provided in Paragraph 13.3, SUBRECIPIENT may elect to terminate this Lower Tier Subaward at any time upon thirty (30) days’ prior written notice. On and after the termination date, LOWER TIER SUBRECIPIENT shall stop performing the Services. Upon termination, LOWER TIER SUBRECIPIENT shall receive compensation only for that work which LOWER TIER SUBRECIPIENT had satisfactorily completed to the termination date.

SUBRECIPIENT shall not pay LOWER TIER SUBRECIPIENT for de-mobilization, takedown, disengagement, wind-down, or other costs incurred arising out of this Lower Tier Subaward’s termination.

14.0 GENERAL PROVISIONS

14.1. Entire Agreement. This Lower Tier Subaward represents the entire and integrated agreement between the PARTIES. This Lower Tier Subaward supersedes all prior and contemporaneous communications, negotiations, understandings, promises and agreements, either oral or written. Neither LOWER TIER SUBRECIPIENT nor SUBRECIPIENT has made any promises or representations, other than those contained in this Lower Tier Subaward or those implied by law. The PARTIES may modify this Lower Tier Subaward, or any part of it, by a written amendment with SUBRECIPIENT’s and LOWER TIER SUBRECIPIENT’s signature.

14.2. Interpretation.
(A) This Lower Tier Subaward is the product of negotiation and compromise by both PARTIES. Every provision in this Lower Tier Subaward must be interpreted as though the PARTIES equally participated in its drafting. Therefore, despite the provisions in California Civil Code Section 1654, if this Lower Tier Subaward’s language is uncertain, the Lower Tier Subaward must not be construed against the PARTY causing the uncertainty to exist.
(B) In interpreting this Lower Tier Subaward and resolving any ambiguities, this Lower Tier Subaward will take precedence over any cover page or attachments. If a conflict occurs between a provision in this Lower Tier Subaward and a provision in an attachment, the following order of precedence applies, with the terms and conditions in the document higher on the list governing over those lower on the list:
(1) Lower Tier Subaward.
(2) Exhibit A– (City of Glendale (SUBAWARD) with County of Los Angeles Aging and Disabilities Department).
(3) Exhibit J – (City of Glendale (Statement of Work) with County of Los Angeles Aging and Disabilities Department).
(4) Exhibit K – (Los Angeles County’s Subaward Requirements for COVID-19 Vaccinations of County Contractor Personnel).
(5) Exhibit L – (COVID-19 Vaccination Certification of Compliance). (6) Exhibit I – (Insurance Requirements).

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(7) Exhibit B – (SUBRECIPIENT’s Request for Proposals). (8) Exhibit H – (Meal Rates).
(9) Exhibit F – (Food Service Specifications).
(10) Exhibit G– (Menu Writing Specifications).
(11) Exhibit C – (LOWER TIER SUBRECIPIENT’s Proposal).
(12) Exhibit D – (City Council Motion).
(13) Exhibit E – (Notice of Intent to Award Contract).
(C) Unless the contexts requires otherwise, the term “including” means “including but not limited to.”

14.3. Headings. All headings or captions in this Lower Tier Subaward are for convenience and reference only. They are not intended to define or limit the scope of any term, condition, or provision.

14.4. Governing Law; Conflict of Law; Jurisdiction.
(A) California’s laws govern this Lower Tier Subaward’s construction and interpretation regardless of the laws that might otherwise apply under applicable principles of conflicts of law or choice of law.
(B) If LOWER TIER SUBRECIPIENT or SUBRECIPIENT brings a lawsuit to enforce or interpret one or more provisions of the Lower Tier Subaward, jurisdiction is in the Superior Court of the County of Los Angeles, California, or where otherwise appropriate, in the United States District Court, Central District of California.

LOWER TIER SUBRECIPIENT and SUBRECIPIENT acknowledge that the Lower Tier Subaward was made (negotiated, entered into, and executed)— and the Services were performed— in the City of Glendale, which is in Los Angeles County. (C) Unless this Lower Tier Subaward provides otherwise, any reference to laws, ordinances, rules, or regulations include their later amendments, modifications, and successor legislation.

14.5. Waiver of Breach. If a PARTY fails to require the other to perform any term in this Lower Tier Subaward, that failure does not prevent the PARTY from later enforcing that term, or any other term. If a PARTY waives the other’s breach of a term, that waiver is not treated as waiving a later breach of the term. A waiver of a term is valid only if it is in writing and signed by the PARTY waiving it. This Lower Tier Subaward’s duties and obligations:
(A) Are cumulative (rather than alternative) and are in addition to (rather than a limitation on) any option, right, power, remedy, or privilege; and (B) Are not exhausted by a PARTY’s exercise of any one of them.

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14.6. Attorney’s Fees. If SUBRECIPIENT or LOWER TIER
SUBRECIPIENT brings an action at law or in equity to enforce or interpret one or more provisions of this Lower Tier Subaward, the “prevailing party” is entitled to “reasonable attorney’s fees” in addition to any other relief to which the prevailing party may be entitled.

A “prevailing party” has the same meaning as that term is defined in California Code of Civil Procedure Section 1032(a)(4). “Reasonable attorney’s fees” of the City Attorney’s office means the fees regularly charged by private attorneys who:
(A) Practice in a law firm located in Los Angeles County; and (B) Have an equivalent number of years of professional experience in the subject matter area of the law for which the City Attorney’s services were rendered.

14.7. Further Assurances. Upon SUBRECIPIENT’s request at any time, LOWER TIER SUBRECIPIENT shall promptly:
(A) Take further necessary action; and
(B) Sign, acknowledge, and deliver all additional documents as may be reasonable, necessary, or appropriate to carry out this Lower Tier Subaward’s intent, purpose, and terms.

14.8. Assignment, Delegation, and Change of Ownership.
(A) This Lower Tier Subaward does not give any rights or benefits to anyone, other than to SUBRECIPIENT and LOWER TIER SUBRECIPIENT. All duties, obligations, and responsibilities under this Lower Tier Subaward are for the sole and exclusive benefit of SUBRECIPIENT and LOWER TIER SUBRECIPIENT, and are not for the benefit of another person, entity, or organization. Without SUBRECIPIENT’s prior written authorization, LOWER TIER SUBRECIPIENT shall not do any one or more of the following:
(1) Assign or transfer a right or interest— whether in whole, in part, temporarily, or otherwise— in this Lower Tier
Subaward; or
(2) Delegate a duty or obligation owed— whether in whole, in part, temporarily, or otherwise— under this Lower Tier
Subaward.
(B) A change in the legal form of ownership of LOWER TIER SUBRECIPIENT’s business, or in the control of LOWER TIER SUBRECIPIENT’s business, or in both, is deemed to be an assignment under this Lower Tier Subaward.

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(C) Any actual or attempted assignment of rights or delegation of duties by LOWER TIER SUBRECIPIENT, without SUBRECIPIENT’s prior written authorization, is wholly void and totally ineffective for all purposes; and does not postpone, delay, alter, extinguish, or terminate LOWER TIER SUBRECIPIENT’s duties, obligations, or responsibilities under this Lower Tier Subaward. (D) If SUBRECIPIENT consents to an assignment of rights, or a delegation of duties, or both, LOWER TIER SUBRECIPIENT’s assignee or legal representative shall agree in writing to personally assume, perform, and to be bound unconditionally by the covenants, obligations, terms, and conditions in this Lower Tier Subaward.

14.9. Successors and Assigns. Subject to the provisions in Paragraph

14.8, this Lower Tier Subaward is binding on the heirs, executors, administrators, successors, and assigns of the respective PARTIES.

14.10. Time is of the Essence.
(A) Except when this Lower Tier Subaward states otherwise, time is of the essence in this Lower Tier Subaward. LOWER TIER SUBRECIPIENT acknowledges that this Lower Tier Subaward’s time limits and deadlines are reasonable for LOWER TIER SUBRECIPIENT’s performing the Services under this Lower Tier Subaward. (B) Unless this Lower Tier Subaward specifies otherwise, any reference to “day” or “days” means calendar and not business days. If the last day for giving notice or performing an act under this Lower Tier Subaward falls on a weekend, a legal holiday listed in either Glendale Municipal Code Section 3.08.010 or California’s Government Code, or a day when City Hall is closed, the period is extended to and including the next day that SUBRECIPIENT is open for business. A reference to the time of day refers to local time for Glendale, California.

14.11. Recycled Paper. LOWER TIER SUBRECIPIENT shall endeavor to submit all reports, correspondence, and documents related to this Lower Tier Subaward on recycled paper.

14.12. Notices.
(A) Method. The PARTIES shall submit in writing all notices and communications that this Agreement requires or permits, place the notice or communication in a sealed envelope or package for delivery methods (1) through (4) below, and use the following delivery method:
(1) In-person hand-delivery;
(2) Messenger or overnight delivery service;
(3) U.S. mail, first class postage prepaid;
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(4) “Certified” U.S. mail, postage prepaid, return receipt requested; (5) Fax; or
(6) Email.
(B) Receipt of Notice. All written notices or communications done in the manner described in Subparagraph (A) with the street address or place, facsimile number, or email address listed in Subparagraph (C) is considered “given” or “delivered” to a PARTY on the effective date listed below, as noted next to the applicable delivery method:
(1) In-person hand-delivery: The date on which the envelope or package is handed in-person to the PARTY;
(2) Messenger or overnight delivery service: The date on which the PARTY signs for the envelope or package, or refuses to accept it; or the date on which the messenger or overnight delivery service leaves the envelope or package with a
receptionist or an individual in charge of the PARTY’s
office— as noted on the proof of delivery, tracking receipt, or other form;
(3) U.S. mail: The third business day after deposit with the U.S.

Postal Service;
(4) “Certified” U.S. mail: The date on which the PARTY signs for the envelope or package, or refuses to accept it— as noted on the return receipt or other U.S. Postal Service form; (5) Fax: The date of the fax’s transmission— as noted on the fax machine’s activity or transmission report verifying that transmission occurred without error;
(6) Email: The date on which the PARTY acknowledges, by email or other delivery method specified in Subparagraph (A), as having received the email (with an automatic “read receipt” not constituting acknowledgment of an email); or (7) (1) through (4) above — when undeliverable: The date on which the messenger, overnight delivery service, or U.S.

Postal Service mail carrier attempts delivery on the PARTY, but is unable to do so, because the PARTY is no longer at the address and did not give notice of a change in address— as noted on the proof of non-delivery, tracking or return receipt, or other form.

DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE Attn: Aylin Isayan
Tel. No. (818) 548-3772
Fax. No. (818) 543-0793
Email: [email protected]
LOWER TIER SUBRECIPIENT: TRIO Community Meals, LLC
100 Valley Dr.

Pearl, MS 39208
Attn: John Kirk, President
Tel. No. 844-773-0370
Email: [email protected]

14.13. Survival. This Paragraph and the obligations set forth in Paragraphs

5.4, 5.6, 5.7, 5.8, 5.9, 7.7, 8.1, 9.1, 9.2, 9.3, 9.4, 9.5,11.1, 11.2, 12.1, 12.2, 12.3, 12.4,

12.5, 12.6, 12.7, 13.3, 14.5, 14.6, 14.7, 14.8, 14.9, and 14.12 survive this Lower Tier Subaward’s expiration, cancellation, or termination.

14.14. Severability. The invalidity, in whole or in part, of any term of this Lower Tier Subaward will not affect this Lower Tier Subaward’s remaining terms.

14.15. Counterparts. This Lower Tier Subaward may be executed in counterparts, each of which is an original, but all of which constitutes one and the same document. The PARTIES shall sign a sufficient number of counterparts, so that each PARTY will receive a fully executed original of this Lower Tier Subaward.

14.16. Digital Signatures. The PARTIES deem a copy of this Lower Tier Subaward, or any amendment to it, that bears a digital signature as having the same legal effect, for all purposes, as delivery of a signed original of this Lower Tier Subaward or the amendment, and each digital signature will have the same legal force and effect as a handwritten signature.

14.17. Representations – Authority. The PARTIES represent that:
(A) They have read this Lower Tier Subaward, fully understand its contents, and have received a copy of it;
(B) Through their duly authorized representative, they are authorized to sign this Lower Tier Subaward, and they are bound by its terms; and (C) They have executed this Lower Tier Subaward on the date opposite their signature.

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14.17. Representations – Authority. The PARTIES represent that:
(A) They have read this Lower Tier Subaward, fully understand its contents, and have received a copy of it;
(B) Through their duly authorized representative, they are authorized to sign this Lower Tier Subaward, and they are bound by its terms; and (C) They have executed this Lower Tier Subaward on the date opposite their signature.

CITY OF GLENDALE:

By Date:

John Takhtalian
Assistant City Manager
TRIO COMMUNITY MEALS, LLC:

By Date:

John Kirk
President

APPROVED AS TO FORM
NAME:

TITLE:

SIGNATURE:

DATE:

DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE December 1, 2022
Michael Grant
December 1, 2022
Principal Assistant C.A.

December 5, 2022
28 EXHIBIT LIST
Exhibit A”:
(408 pages) City of Glendale (SUBAWARD and Amendments 1-8) with County of Los Angeles Aging and Disabilities Department
“Exhibit B”: SUBRECIPIENT’s Request for Proposals
(100 pages)
“Exhibit C”: LOWER TIER SUBRECIPIENT’s Proposal
(91 pages)
“Exhibit D”: City Council Motion
(2 pages)
“Exhibit E”: Notice of Intent to Award Contract
(1 pages)
“Exhibit F”: Food Service Specifications
(8 pages)
“Exhibit G”: Menu Writing Specifications
(12 pages)
“Exhibit H”: Meal Rates
(1 pages)
“Exhibit I”: Insurance Requirements
(19 pages)
“Exhibit J”: City of Glendale (Statement of Work) with County of Los Angeles (74 pages) Aging and Disabilities Department
“Exhibit K”: Los Angeles County’s Subaward Requirements for COVID-19 (3 pages) Vaccinations of County Contractor Personnel
“Exhibit L”: COVID-19 Vaccination Certification of Compliance (3 pages)
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE

TABLE OF CONTENTS

PARAGRAPH TITLE PAGE
SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

RECITALS................................................................................................................................ 6

1.0 APPLICABLE DOCUMENTS................................................................................................... 7

2.0 DEFINITIONS AND HEADINGS............................................................................................... 9

3.0 WORK....................................................................................................................................... 9

4.0 TERM OF SUBAWARD............................................................................................................ 10

5.0 SUBAWARD SUM.................................................................................................................... 11

5.1 TOTAL SUBAWARD SUM....................................................................................... 11

5.2 WRITTEN APPROVAL FOR REIMBURSEMENT................................................... 12

5.3 NOTIFICATION OF 75% OF SUBAWARD SUM..................................................... 13

5.4 NO PAYMENT FOR SERVICES PROVIDED FOLLOWING EXPIRATION OR TERMINATION OF SUBAWARD............................................................................. 13

5.5 INVOICES AND PAYMENTS................................................................................... 13

5.6 UNIT RATE ADJUSTMENTS................................................................................... 18

5.7 LIMITATIONS ON USE OF SUBAWARD SUMS..................................................... 19

5.8 OTHER SUBAWARDS............................................................................................ 21

5.9 JOINT FUNDING REVENUES................................................................................. 21

5.10 FEDERAL AWARD INFORMATION........................................................................ 21

5.11 SUBRECIPIENT INDIRECT COSTS....................................................................... 22

5.12 MATCH CONTRIBUTION........................................................................................ 23

5.13 DEFAULT METHOD OF PAYMENT: DIRECT DEPOSIT OR ELECTRONIC FUNDS TRANSFER................................................................................................ 25

6.0 ADMINISTRATION OF SUBAWARD - COUNTY.................................................................... 25

6.1 COUNTY ADMINISTRATION.................................................................................. 25

6.2 COUNTY'S CONTRACT MANAGER....................................................................... 25

6.3 COUNTY'S PROGRAM MANAGER........................................................................ 26

6.4 COUNTY'S COMPLIANCE MANAGER................................................................... 26

6.5 COUNTY'S BUSINESS HOURS.............................................................................. 27

7.0 ADMINISTRATION OF SUBAWARD - SUBRECIPIENT......................................................... 27

7.1 SUBRECIPIENT ADMINISTRATION....................................................................... 27

7.2 SUBRECIPIENT'S PROJECT MANAGER.............................................................. 27

7.3 APPROVAL OF SUBRECIPIENT'S STAFF............................................................. 27

7.4 SUBRECIPIENT'S STAFF IDENTIFICATION......................................................... 27

7.5 BACKGROUND AND SECURITY INVESTIGATIONS............................................ 28

7.6 CONFIDENTIALITY................................................................................................. 30

8.0 STANDARD TERMS AND CONDITIONS................................................................................ 31

8.1 AMENDMENTS........................................................................................................ 31

8.2 ASSIGNMENT AND DELEGATION/MERGERS OR ACQUISITIONS.................... 33

8.3 AUTHORIZATION WARRANTY.............................................................................. 33

8.4 BUDGET REDUCTIONS......................................................................................... 35 DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE

TABLE OF CONTENTS

PARAGRAPH TITLE PAGE
SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

8.5 COMPLAINTS.......................................................................................................... 35

8.6 COMPLIANCE WITH APPLICABLE LAWS............................................................. 36

8.7 COMPLIANCE WITH CIVIL RIGHTS LAWS........................................................... 37

8.8 COMPLIANCE WITH COUNTY'S JURY SERVICE PROGRAM............................. 38

8.9 CONFLICT OF INTEREST...................................................................................... 39

8.10 CONSIDERATION OF HIRING COUNTY EMPLOYEES TARGETED FOR LAYOFFS OR ON RE-EMPLOYMENT LIST........................................................... 40

8.11 CONSIDERATION OF HIRING GAIN AND GROW PARTICIPANTS..................... 40

8.12 CONTRACTOR RESPONSIBILITY AND DEBARMENT......................................... 40

8.13 CONTRACTOR'S ACKNOWLEDGEMENT OF COUNTY'S COMMITMENT TO THE SAFELY SURRENDERED BABY LAW........................................................... 43

8.14 CONTRACTOR'S WARRANTY OF ADHERENCE TO COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM................................................................... 43

8.15 COUNTY'S QUALITY ASSURANCE PLAN............................................................. 44

8.16 DAMAGE TO COUNTY FACILITIES, BUILDINGS OR GROUNDS........................ 44

8.17 EMPLOYMENT ELIGIBILITY VERIFICATION......................................................... 44

8.18 FACSIMILE REPRESENTATIONS.......................................................................... 45

8.19 FAIR LABOR STANDARDS..................................................................................... 45

8.20 FORCE MAJEURE.................................................................................................. 45

8.21 GOVERNING LAW, JURISDICTION, AND VENUE................................................ 46

8.22 INDEPENDENT CONTRACTOR STATUS.............................................................. 46

8.23 INDEMNIFICATION................................................................................................. 46

8.24 GENERAL PROVISIONS FOR ALL INSURANCE COVERAGE............................. 46

8.25 INSURANCE COVERAGE....................................................................................... 50

8.26 LIQUIDATED DAMAGES......................................................................................... 52

8.27 MOST FAVORED PUBLIC ENTITY......................................................................... 53

8.28 NON-DISCRIMINATION AND AFFIRMATIVE ACTION.......................................... 53

8.29 NON-EXCLUSIVITY................................................................................................. 54

8.30 NOTICE OF DELAYS.............................................................................................. 54

8.31 NOTICE OF DISPUTES........................................................................................... 55

8.32 NOTICE TO EMPLOYEES REGARDING THE FEDERAL EARNED INCOME CREDIT.................................................................................................................... 55

8.33 NOTICE TO EMPLOYEES REGARDING THE SAFELY SURRENDERED BABY LAW......................................................................................................................... 55

8.34 NOTICES................................................................................................................. 55

8.35 PROHIBITION AGAINST INDUCEMENT OR PERSUASION................................. 55

8.36 PUBLIC RECORDS ACT......................................................................................... 56

8.37 PUBLICITY.............................................................................................................. 56

8.38 RECORD RETENTION, INSPECTION AND AUDIT SETTLEMENT....................... 57

8.39 RECYCLED BOND PAPER..................................................................................... 61

8.40 LOWER TIER SUBAWARD..................................................................................... 61

8.41 TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN COMPLIANCE WITH COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM ......................... 64

8.42 TERMINATION FOR CONVENIENCE.................................................................... 64

8.43 TERMINATION FOR DEFAULT.............................................................................. 65

8.44 TERMINATION FOR IMPROPER CONSIDERATION............................................. 66

8.45 TERMINATION FOR INSOLVENCY........................................................................ 66

8.46 TERMINATION FOR NON - ADHERENCE OF COUNTY LOBBYIST ORDINANCE............................................................................................................ 67 DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE

TABLE OF CONTENTS

PARAGRAPH TITLE PAGE
SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

8.47 TERMINATION FOR NON - APPROPRIATION OF FUNDS................................... 67

8.48 VALIDITY................................................................................................................. 67

8.49 WAIVER................................................................................................................... 68

8.50 WARRANTY AGAINST CONTINGENT FEES......................................................... 68

8.51 WARRANTY OF COMPLIANCE WITH COUNTY'S DEFAULTED PROPERTY TAX REDUCTION PROGRAM................................................................................ 68

8.52 TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN COMPLIANCE WITH COUNTY' S DEFAULTED PROPERTY TAX REDUCTION PROGRAM ..... 68

8.53 TIME OFF FOR VOTING......................................................................................... 69

8.54 COMPLIANCE WITH COUNTY'S ZERO TOLERANCE HUMAN TRAFFICKING POLICY.................................................................................................................... 69

8.55 INTENTIONALLY OMITTED.................................................................................... 69

8.56 COMPLIANCE WITH FAIR CHANCE EMPLOYMENT PRACTICES...................... 69

8.57 COMPLIANCE WITH COUNTY POLICY OF EQUITY............................................ 69

8.58 PROHIBITION FROM PARTICIPATION IN FUTURE SOLICITATION(S)............... 70

9.0 UNIQUE TERMS AND CONDITIONS...................................................................................... 70

9.1 ALLEGATIONS OF FRAUD AND/OR ABUSE......................................................... 70

9.2 AMERICANS WITH DISABILITIES ACT (ADA)....................................................... 71

9.3 CONTRACTOR'S CHARITABLE ACTIVITIES COMPLIANCE................................ 71

9.4 HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA).................................................................................................................... 72

9.5 FIXED ASSETS, NON-FIXED ASSETS AND SUPPLIES....................................... 72

9.6 LIMITATION ON CORPORATE ACTS.................................................................... 72

9.7 INTENTIONALLY OMITTED.................................................................................... 73

9.8 MANDATORY REQUIREMENT TO REGISTER ON COUNTY'S WEBVEN........... 73

9.9 MODIFICATIONS..................................................................................................... 73

9.10 NEPOTISM.............................................................................................................. 75

9.11 OWNERSHIP OF MATERIALS, SOFTWARE AND COPYRIGHT.......................... 75

9.12 PATENT, COPYRIGHT AND TRADE SECRET INDEMNIFICATION..................... 76

9.13 PROBATION AND SUSPENSION........................................................................... 77

9.14 TRANSITION OF SUBAWARD SERVICES............................................................ 79

9.15 TRAVEL EXPENSES............................................................................................... 81

9.16 DRUG-FREE WORKPLACE.................................................................................... 81

9.17 INFORMATION TECHNOLOGY, SECURITY AND PRIVACY REQUIREMENTS.. 82

9.18 REMEDIES FOR NON-COMPLIANCE.................................................................... 94

9.19 PAYMENT AND PERFORMANCE GUARANTIES.................................................. 94

9.20 SUBAWARD DOCUMENT DELIVERABLES........................................................... 97

9.21 FISCAL REPORTING REQUIREMENTS................................................................ 102

9.22 DATA UNIVERSAL NUMBERING SYSTEM (DUNS) AND SYSTEM FOR AWARD MANAGEMENT (SAM).............................................................................. 107

9.23 UNUSUAL OCCURRENCES AND CRIME.............................................................. 107

9.24 FEMA PROVISIONS................................................................................................ 108

SIGNATURES
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE

TABLE OF CONTENTS
SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

EXHIBITS
Exhibit A (Statement of Work)
Exhibit B (Intentionally Omitted)
Exhibit C (Intentionally Omitted)
Exhibit D (Subrecipient's Equal Employment Opportunity Certification) Exhibit E (County's Administration)
Exhibit F (Subrecipient's Administration)
Exhibit G1 (Subrecipient Acknowledgement and Confidentiality Agreement) Exhibit G2 (Intentionally Omitted)
Exhibit G3 (Intentionally Omitted)
Exhibit H (Jury Service Ordinance)
Exhibit I (Safely Surrendered Baby Law)
Exhibit J (Intentionally Omitted)
Exhibit K (Intentionally Omitted)
Exhibit L (Intentionally Omitted)
Exhibit M1 (Intentionally Omitted)
Exhibit M2 (Intentionally Omitted)
Exhibit M3 (Intentionally Omitted)
Exhibit N (Business Associate Agreement Under the Health Insurance Portability and Accountability Act of 1996 (HIPAA))
Exhibit O (Charitable Contributions Certification)
Exhibit P (Definitions)
Exhibit Q (Accounting, Administration and Reporting Requirements) Exhibit R (Joint Funding Revenue Disclosure)
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE

TABLE OF CONTENTS
SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

Exhibit S (Purchase, Inventory and Disposal Requirements for Fixed Assets, Non-Fixed Assets and Supplies)
Exhibit T (Intentionally Omitted)
Exhibit U (Certification of Compliance with County's Defaulted Property Tax Reduction Program) Exhibit V (Contract Management System - Contractor's Gateway Terms and Conditions of Use) Exhibit W1 (Budget)
Exhibit W2 (Budget)
Exhibit W3 (Budget)
Exhibit X1 (Mandated Program Services)
Exhibit X2 (Mandated Program Services)
Exhibit X3 (Mandated Program Services)
Exhibit Y (List of Lower Tier Subawards)
Exhibit Z (Intentionally Omitted)
Exhibit AA (Subrecipient's Compliance with Encryption Requirements) Exhibit BB (Criteria and Standards for Letters of Credit and Certificates of Deposit) Exhibit CC (FEMA Provisions)
Exhibit DD (California Civil Rights Laws Certification) DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

RECITALS

This agreement for services ("Subaward" or "Contract") is made and entered into this 1st day of July 2020 by and between the parties identified below:

County of Los Angeles through its Department of
Workforce Development, Aging and Community Services
("County")
County's Business Address:
3175 West Sixth Street
Los Angeles, CA 90020
and
City of Glendale
("Subrecipient" or "Contractor")
Subrecipient's Business Address:
613 East Broadway Street, Room 120
Glendale, CA 91206
WHEREAS, pursuant to the provisions of the Older Americans Act Title 42 United States Code Section 3001 etseq. ("OAA") and the Mello-Granlund Older Californians Act California Welfare and Institutions Code Section 9000 et seq.("OCA"), the California Department of Aging ("CDA" or "State") is authorized to administer elements of the OAA and OCA as it relates to the provision of nutrition services; and WHEREAS, County may operate programs which are determined to serve public purposes and County may contract with agencies for the provision of such services; and WHEREAS, County has established its Elderly Nutrition Program ("ENP" or "Program"), and County and Subrecipient agree to engage contractually whereby Subrecipient shall provide ENP Services as specified in Exhibit A (Statement of Work) and elsewhere herein in exchange for County's reimbursement to Subrecipient for those Services; and
WHEREAS, Subrecipient warrants that it possesses and shall maintain the competence, expertise and personnel necessary to provide such ENP Services within County's jurisdictional boundaries for Supervisorial District 5 throughout the term of this Subaward; and WHEREAS, Subrecipient further warrants that throughout the entirety of this Subaward, Subrecipient shall establish and implement written administrative, management and personnel policies and procedures to govern the management and administration of ENP in order to ensure that all goals and objectives are achieved as contracted; and
WHEREAS, County and Subrecipient recognize and agree that specific terms (including, but not limited to, Subrecipient, Contractor, Subaward, Contract, etc.) which are used throughout this agreement for Services are required to be used interchangeably in order to comply with Federal, State and County regulations as stated in Subparagraph 2.2; and
WHEREAS, on June 9, 2020, the Los Angeles County Board of Supervisors authorized the Acting DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

Director of County of Los Angeles Workforce Development, Aging and Community Services ("County's Department Head") or his/her designee to enter, execute and administer this Subaward.

NOW therefore, in consideration of the mutual promises, covenants and conditions set forth herein, the parties County and Subrecipient hereto agree as follows:

1.0 APPLICABLE DOCUMENTS

1.1 Exhibits A, D, E, F, G1, H, I, N, O, P, Q, R, S, U, V, W1, W2, W3, X1, X2, X3, Y, AA, BB, CC, and DD are attached to and form a part of this Subaward. This Subaward constitutes the complete and exclusive statement of understanding between the parties, which supersedes all previous agreements, written or oral, and all other communications between the parties relating to the subject matter of this Subaward. No change to this Subaward shall be valid unless prepared pursuant to Subparagraph 8.1 (Amendments) and signed by both parties.

1.2 Intentionally Omitted

1.3 The headings, page numbers, Paragraph and Subparagraph numbers contained in this Subaward are for convenience and reference only and are not intended to define the scope of any provision herein.

1.4 References in this Subaward to Federal, State, County and/or other governmental laws, rules, regulations, ordinances, guidelines, directives and Program memoranda shall mean such laws, rules, regulations, ordinances, guidelines, directives and Program memoranda as amended, revised and/or modified from time to time. To access current County directives, contact your assigned Contract Analyst or visit County's website at:
http://wdacs.lacounty.gov/programs/program-directives/.

1.5 Unless expressly stated otherwise, all approvals, consents and determinations made by or on behalf of County, under this Subaward, shall be in writing, and shall be given or made in the sole discretion of the person or County agent authorized to provide such approval or consent.

1.6 In the event of any conflict or inconsistency in the definition or interpretation of any word, responsibility, schedule, or the contents or description of any task, deliverable, goods, Service, or other work, or otherwise between the base Subaward and the Exhibits, or between Exhibits, such conflict or inconsistency shall be resolved by giving precedence first to the terms and conditions of the Subaward and then to the Exhibits according to the following priority:

1.6.1 Exhibit A (Statement of Work)

1.6.2 Exhibit D (Subrecipient's Equal Employment Opportunity Certification)

1.6.3 Exhibit E (County's Administration)

1.6.4 Exhibit F (Subrecipient's Administration)

1.6.5 Exhibit G1 (Subrecipient Acknowledgement and Confidentiality Agreement)

1.6.6 Exhibit H (Jury Service Ordinance)
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

1.6.7 Exhibit I (Safely Surrendered Baby Law)

1.6.8 Exhibit N (Business Associate Agreement Under the Health Insurance Portability and Accountability Act of 1996 (HIPAA))

1.6.9 Exhibit O (Charitable Contributions Certification)

1.6.10 Exhibit P (Definitions)

1.6.11 Exhibit Q (Accounting, Administration and Reporting Requirements)

1.6.12 Exhibit R (Joint Funding Revenue Disclosure)

1.6.13 Exhibit S (Purchase, Inventory and Disposal Requirements for Fixed Assets, Non-Fixed Assets and Supplies)

1.6.14 Exhibit U (Certification of Compliance with County's Defaulted Property Tax Reduction Program)

1.6.15 Exhibit V (Contract Management System - Contractor's Gateway Terms and Conditions of Use)

1.6.16 Exhibit W1 (Budget)

1.6.17 Exhibit W2 (Budget)

1.6.18 Exhibit W3 (Budget)

1.6.19 Exhibit X1 (Mandated Program Services)

1.6.20 Exhibit X2 (Mandated Program Services)

1.6.21 Exhibit X3 (Mandated Program Services)

1.6.22 Exhibit Y (List of Lower Tier Subawards)

1.6.23 Exhibit AA (Subrecipient's Compliance with Encryption Requirements)

1.6.24 Exhibit BB (Criteria and Standards for Letters of Credit and Certificates of Deposit)

1.6.25 Exhibit CC (FEMA Provisions)

1.6.26 Exhibit DD (California Civil Rights Laws Certification)

1.7 In addition to the terms and conditions listed herein, Subrecipient shall comply with the State's terms and conditions and shall obtain the most current version of the CDA contract and any amendments thereto which are available online as follows: https://wdacs.lacounty.gov/doing-business-with-wdacs/.

1.8 All forms of written communications (including but not limited to letters (i.e., DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

allocation letters, etc.), notices, directives, e-mails, etc.) provided to Subrecipient pertaining to Program Services, operations, funding, budgeting, and the like are hereby incorporated by reference and shall form a part of this Subaward. Subrecipient shall comply with all directions and instructions issued by County through these forms of communication.

2.0 DEFINITIONS AND HEADINGS

2.1 The headings herein contained are for convenience and reference only and are not intended to define the scope of any provision thereof. Exhibit P (Definitions) provides the meaning of key words used herein. These definitions shall be construed to have the meaning provided, unless otherwise apparent from the context in which they are used, or specifically noted herein.

2.2 In order to comply with the requirements of Title 45 Code of Federal Regulations Part 75 et seq. and Title 2 Code of Federal Regulations Part 200 et seq., throughout the entirety of this Subaward, specific terms are used to refer to this agreement which is identified as "Subaward By and Between County of Los Angeles Workforce Development, Aging and Community Services and City of Glendale for Elderly Nutrition Program (ENP) Services Subaward Number ENP202106 Subaward Period July 1, 2020 - June 30, 2021" ("Subaward"), the party to this agreement who is identified as City of Glendale ("Subrecipient"), a third-party agreement ("Lower Tier Subaward") and a third-party ("Lower Tier Subrecipient"). In order to comply with County of Los Angeles statutes and Board mandates, in some instances, other similar terms are also used to refer to this agreement which is identified as "Subaward By and Between County of Los Angeles Workforce Development, Aging and Community Services and City of Glendale for Elderly Nutrition Program (ENP) Services Subaward Number ENP202106 Subaward Period July 1, 2020 - June 30, 2021" ("Contract"), the party to this agreement who is identified as City of Glendale ("Contractor"), a third-party agreement ("Subcontract") and/or a third-party ("Subcontractor"). In all cases, when the terms Subaward, Subrecipient, Lower Tier Subaward and Lower Tier Subrecipient are used then these shall have the meaning provided herein and as noted in Exhibit P (Definitions).

3.0 WORK

3.1 Pursuant to the provisions of this Subaward, Subrecipient shall fully perform, complete and deliver on time, all tasks, deliverables, Services and other work as set forth herein.

3.2 If Subrecipient provides any tasks, deliverables, goods, Services, or other work, other than as specified in this Subaward, the same shall be deemed to be a gratuitous effort on the part of Subrecipient, and Subrecipient shall have no claim whatsoever against County.

3.3 In the performance of this Subaward, Subrecipient shall comply with the following (which may be amended, modified or revised from time to time by County and/or other funding authorities): all terms and conditions of this Subaward (including all terms contained in the Exhibits hereto) as well as those imposed and required by County and/or other funding authorities; all Program memoranda; implementing regulations; grant requirements; and, all relevant rules and policies.

3.4 Subrecipient acknowledges that time is of the essence in the provision and completion of the Work provided to County as stipulated in this Subaward, as is the timely conveyance of reporting deliverables to County, as also stipulated in this Subaward.

DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

3.5 Subrecipient's performance under the requirements of this Subaward will be evaluated during each Fiscal Year (hereafter "Fiscal Year" or "Program Year"). 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 exhibit(s); and, Mandated Program Services exhibit(s).

3.6 At County's request, Subrecipient shall complete a new Budget exhibit(s) and Mandated Program Services exhibit(s) and submit them to County prior to the beginning of the Fiscal Year or as directed by County. Such documents shall be completed in accordance with the requirements noted on each such document, as directed by County, and pursuant to Program guidelines.

3.7 Subrecipient acknowledges that this Subaward includes Performance Requirements and Standards which are provided in Exhibit A (Statement of Work), Attachment 1 (Performance Requirements Summary Chart). These Requirements will be used to measure Subrecipient's performance of the Subaward and the Work. Subrecipient shall adhere to the Performance Requirements, Standards and the corresponding Acceptable Quality Level identified in Exhibit A (Statement Work), Attachment 1 (Performance Requirements Summary Chart).

3.8 The Subaward Sum allocated for any Fiscal Year under this Subaward and the Services associated with those funds may be reduced from Subrecipient's allocation and reallocated to other ENP subrecipients that are performing and/or expending at a higher level and qualify for increases if Subrecipient fails to provide at least ninety-five percent (95%) of the Services and/or expend at least ninety-five percent (95%) of the Subaward Sum allocated during the Fiscal Year as provided in Paragraph 5.0 (Subaward Sum).

3.9 Subrecipient agrees that the performance of Work and Services pursuant to the requirements of this Subaward shall conform to accepted professional standards.

4.0 TERM OF SUBAWARD

4.1 The term of this Subaward shall be one (1) year commencing on July 1, 2020, upon execution by the parties, and shall continue through June 30, 2021, unless sooner terminated or extended in writing by County, in whole or in part, as provided in this Subaward. The term of this Subaward will operate on County's Fiscal Year period as defined in Exhibit P (Definitions).

4.2 Following the initial term as set forth in Subparagraph 4.1 above, County shall have the sole option to extend the Contract term for up to three (3) additional one-year periods for a maximum total Contract term of four (4) years. Each such option and extension shall be exercised at the sole discretion of County's Department Head or his/her designee as authorized by the Board of Supervisors.

4.3 Subrecipient acknowledges County maintains databases that track/monitor Subrecipient's performance history. Information entered into such databases may be used for a variety of purposes, including determining whether County will exercise a Subaward term extension option.

4.4 Subrecipient shall notify County when this Subaward is within six (6) months of the expiration of the term as provided for hereinabove. Upon occurrence of this event, Subrecipient shall send written notification to County's Contract Manager at the address herein provided in Exhibit E (County's Administration).

DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

5.0 SUBAWARD SUM

5.1 TOTAL SUBAWARD SUM

5.1.1 Cost Reimbursement Subaward

5.1.1.1 County and Subrecipient agree that this is a cost reimbursement Subaward based on the firm-fixed
unit rate(s) set forth in Budget exhibit(s) and
Mandated Program Services exhibit(s) for the Fiscal
Year or Program Year identified in each such
document. This unit rate(s) shall remain firm and
fixed throughout the entire term of such Fiscal Year
or Program Year under this Subaward. County and
Subrecipient further agree that the unit rate(s)
represents Subrecipient's true, actual and
supported costs which are incurred solely for
providing Services hereunder. For purposes of this
Subaward, such true/actual costs are those costs
which are net of any applicable credits including,
but not limited to, discounts, refunds, adjustments,
rebates, allowances, etc. and are inclusive of any
taxes, delivery/shipping charges, etc.

5.1.1.2 County shall reimburse Subrecipient for supplying the Services as set forth in Exhibit A (Statement of
Work), Budget exhibit(s) and Mandated Program
Services exhibit(s). In the event that County or any
of its duly authorized representatives (including, but
not limited to, Federal, State and other County
agents) notes any discrepancy(ies) between
Subrecipient's true/actual costs and the costs which
have been reimbursed to Subrecipient then County
shall remedy such discrepancy(ies) at County's sole
discretion.

5.1.1.3 Subrecipient shall track Subaward Sums and
contributions. Subrecipient shall provide a tracking
of Subaward Sums during an audit as indicated in
Subparagraph 8.38 (Record Retention, Inspection
and Audit Settlement).

5.1.2 Funding Allocations

5.1.2.1 During the term of this Subaward, Subrecipient
shall receive funding for providing the Services
outlined in this Subaward. The funding allocation
for the initial term of this Subaward is $291,000
("Subaward Sum Year 1") and the year-to-date
funding allocation is $291,000 ("Maximum
Subaward Sum"). Any additional funding that is
allocated under this Subaward will increase the
Maximum Subaward Sum.

5.1.2.2 In the event that County exercises its renewal
options under this Subaward, the projected funding
will be allocated to Subrecipient annually for each
Fiscal Year that this Subaward is renewed as
follows: $291,000 ("Subaward Sum Year 2");
$291,000 ("Subaward Sum Year 3"); and, $291,000
("Subaward Sum Year 4"). If County exercises all
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

renewal options under this Subaward, the Maximum
Subaward Sum is projected to be $1,164,000.

5.1.2.3 Pursuant to Subparagraph 8.1 (Amendments),
County may amend this Subaward upon occurrence
of any changes to the Subaward Sum. Future
allocations of the Subaward Sums will be
contingent upon Subrecipient's level of
performance/expenditure and the availability and
appropriation of funds from Federal, State, and/or
local authorities and such funds may be
subsequently adjusted to reflect available funding.

5.1.3 Subaward Sum Year 1 Funding Source(s)

5.1.3.1 The Subaward Sum Year 1 for this Subaward is
comprised of monies which are
identified by the funding source(s) or governing
statue(s) listed below. The funding source(s) and
governing statute(s) authorize County to use these
monies to provide Program Services.

5.1.3.2 Older Americans Act Title III B (Supportive Services and Senior Centers) original baseline funds
available for use for Supervisorial District 5 for
contracted ENP Title III B Services identified in the
"Fiscal Year 2020-21 Original Baseline Funding
Allocation for Elderly Nutrition Program Services"
funding allocation letter for the term of July 1, 2020
through June 30, 2021: $1,000

5.1.3.3 Older Americans Act Title III C-1 (Nutrition
Services) original baseline funds available for use
for Supervisorial District 5 for contracted ENP Title
III C-1 Services identified in the "Fiscal Year
2020-21 Original Baseline Funding Allocation for
Elderly Nutrition Program Services" funding
allocation letter for the term of July 1, 2020 through
June 30, 2021: $239,000

5.1.3.4 Older Americans Act Title III C-2 (Nutrition
Services) original baseline funds available for use
for Supervisorial District 5 for contracted ENP Title
III C-2 Services identified in the "Fiscal Year
2020-21 Original Baseline Funding Allocation for
Elderly Nutrition Program Services" funding
allocation letter for the term of July 1, 2020 through
June 30, 2021: $51,000

5.2 WRITTEN APPROVAL FOR REIMBURSEMENT

5.2.1 Subrecipient shall not be entitled to payment or reimbursement for any tasks or Services performed, nor for any incidental or administrative expenses whatsoever incurred in or incidental to performance hereunder, except as specified herein. Assumption or takeover of any of Subrecipient's duties, responsibilities, or obligations, or performance of same by any person or entity other than Subrecipient, whether through assignment, Lower Tier Subaward, delegation, merger, buyout, or any other mechanism, DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

with or without consideration for any reason whatsoever, shall not occur except with County's express prior written approval.

5.3 NOTIFICATION OF 75% OF SUBAWARD SUM

5.3.1 Subrecipient shall maintain a system of record keeping that will allow Subrecipient to determine when it has incurred seventy-five percent (75%) of the Subaward Sum allocated for any Fiscal Year under this Subaward. Upon occurrence of this event, Subrecipient shall send written notification to County's Contract Manager at the address provided in Exhibit E (County's
Administration).

5.4 NO PAYMENT FOR SERVICES PROVIDED FOLLOWING EXPIRATION OR

TERMINATION OF SUBAWARD

5.4.1 Subrecipient shall have no claim against County for payment of any money or reimbursement, of any kind whatsoever, for any Service provided by Subrecipient after the expiration or other termination of this Subaward. Should Subrecipient receive any such payment, Subrecipient shall immediately notify County's Contract Manager and shall immediately repay all such funds to County. Payment by County for Services rendered after
expiration or termination of this Subaward shall not constitute a waiver of County's right to recover such payment from
Subrecipient. This provision shall survive the expiration or other termination of this Subaward.

5.5 INVOICES AND PAYMENTS

5.5.1 Subrecipient shall invoice County only for providing the tasks, deliverables, goods, Services, and other work specified in Exhibit A (Statement of Work), Mandated Program Services exhibit(s) and elsewhere hereunder. Subrecipient shall prepare invoices, which shall include the charges owed to Subrecipient by County under the terms of this Subaward. Each invoice shall be based on actual expenditures and Subrecipient shall not submit an invoice based on budgeted or estimated costs (i.e., Subrecipient shall not submit an invoice based on 1/12th of the Subaward Sum allocated for any Fiscal Year under this Subaward).

Payments to Subrecipient shall be based on the information provided by Subrecipient as established in Budget exhibit(s) and Mandated Program Services exhibit(s) for the Fiscal Year (or Program Year) identified therein, and Subrecipient shall be paid only for the tasks, deliverables, goods, Services, budgeted items and other work approved in writing by County. If County does not approve the Work in writing, no payment shall be due to Subrecipient for that Work.

5.5.2 Subrecipient's invoices shall be priced in accordance with the information provided in Budget exhibit(s) and Mandated Program Services exhibit(s) for the Fiscal Year (or Program Year) identified therein.

5.5.3 Subrecipient's invoices shall contain the information set forth in Exhibit A (Statement of Work), Budget exhibit(s) and Mandated Program Services exhibit(s) for the Fiscal Year (or Program Year) identified therein, describing the tasks, deliverables, goods, Services, Work hours, budgeted items and facility and/or other work for which payment is claimed.

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SUBAWARD NUMBER ENP202106

5.5.4 Submission of Invoices

5.5.4.1 Subrecipient shall prepare monthly invoices, along with any necessary supporting documentation for
each invoice, for Subrecipient's Work performed
under the requirements of this Subaward. Upon
direction of County, Subrecipient shall provide all
support documentation required by County,
including, but not limited to, vendor invoices,
receipts of payment, bank statements, and/or bank
registers. All supporting documentation must be
able to justify the costs invoiced and be submitted
to County within thirty (30) days following the date
the corresponding monthly invoice is submitted.

County reserves the right to require Subrecipient to
upload all required support documentation using
County's Information Technology Systems (ITS)
which may include the Contract Management
System (CMS) - Contractor's Gateway or via other
ITS identified by County. Subrecipient shall submit
all invoices to County in the form and manner as
directed by County by the 10th calendar day of the
month following the month of Service (e.g.,
Subrecipient shall submit an invoice for Services
provided in October by November 10th for
reimbursement). Subrecipient shall also submit the
final, year-end invoice to County no later than the
10th calendar day of the month following the month
in which final Services were provided during the
Fiscal Year or Program Year. In both instances,
when the 10th calendar day falls on a non-business
day (Saturday, Sunday or Los Angeles County
holiday), Subrecipient shall submit the invoice by
the following business day. County reserves the
right to modify in writing the due date(s) for the
submission of invoices as needed in order to meet
regulatory deadlines.

5.5.4.2 Subrecipient shall submit an invoice for each month of Service as directed above and invoices shall be
submitted in chronological order (e.g., July, August,
September, etc.). For example, Subrecipient shall
not submit the September invoice unless
the August invoice was previously submitted by the
10th calendar day following the month of August.

County will not be under any obligation to pay any
invoice that is submitted out of chronological order
until Subrecipient takes the appropriate measures
to adhere to these requirements.

5.5.4.3 When Subrecipient does not incur any expenditures for the month of Service, Subrecipient shall
prepare an invoice as directed by County so
that the invoice reflects zero dollars ($0)
expenditures. Subrecipient shall submit the invoice
according to the procedures outlined herein and as
further directed by County.

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SUBAWARD NUMBER ENP202106

5.5.4.4 Subrecipient is responsible for the accuracy of invoices submitted to County. Subrecipient shall
reconcile its invoices and correct inaccuracies or
inconsistencies in the invoices it submits to County.

Subrecipient and County agree as follows:

5.5.4.4.1 When County or its designee
discovers that Subrecipient has been
overpaid, County will send
Subrecipient written notification to
request return of the overpayment.

Overpayment includes, but is not
limited to, payment(s) made to
Subrecipient that exceeds the
Subaward Sum allocated for any
Fiscal Year under this Subaward.

Subrecipient shall return such
overpayment to County's Compliance
Manager within thirty (30) days of
receiving County's written notification.

5.5.4.4.2 When Subrecipient receives or
discovers any overpayment from
County, Subrecipient shall
immediately notify County's
Compliance Manager in writing of
such overpayment. Subrecipient shall
immediately return such overpayment
to County's Compliance Manager
within thirty (30) days of receiving or
discovering the overpayment.

5.5.4.4.3 At County's sole election,
overpayment made to Subrecipient
may be used to offset future
payments due Subrecipient.

5.5.4.5 Subrecipient shall submit a complete, accurate, verifiable and timely invoice for each month of
Service as directed above. Subrecipient shall also
submit a complete, accurate, verifiable and timely
final year-end invoice as also directed above.

Subrecipient's failure to comply with these
requirements may result in delayed processing of
payment(s). Any invoice which does not adhere to
County's requirements may be rejected at County's
sole discretion. Subrecipient's continued
non-compliance with County's invoicing policies and
procedures may lend Subrecipient to remedies
which County may impose at County's sole
discretion.

5.5.5 County Approval of Invoices

5.5.5.1 All invoices submitted by Subrecipient for payment must have the written approval of County's Contract
Manager or designee prior to any payment thereof.

In no event shall County be liable or responsible for
any payment prior to such written approval.

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SUBAWARD NUMBER ENP202106

Approval for payment will not be unreasonably
withheld.

5.5.5.2 County will review Subrecipient's supporting
documentation for its invoice and reconcile between
the invoice and the supporting documentation.

County will also use the supporting documentation
to confirm that all of Subrecipient's costs reported
on the invoice have been paid. County will
communicate any discrepancies with Subrecipient
to acquire additional information, if needed. This
will ensure that any questioned cost(s) is addressed
before the cost(s) becomes disallowed. In the
event Subrecipient is not able to substantiate the
cost(s), Subrecipient will have to repay County for
all unsubstantiated costs, Subrecipient may be
removed from eligibility for future cash advances (if
cash advances are allowed under this Subaward),
Subrecipient's payments may be suspended, and/or
County may impose other remedies deemed
appropriate by County.

5.5.6 Payments to Subrecipient

5.5.6.1 In accordance with the invoicing policies and
procedures set forth in this Subaward as well as
those provided by County, County agrees to pay
Subrecipient for the satisfactory provision of
the Services identified in Exhibit A (Statement of
Work) and any amendments, addendums or
modifications thereto. Such payment shall not
exceed the amount(s) indicated in Subparagraph

5.1.2 (Funding Allocations). All payments to
Subrecipient will be made in arrears on a monthly
basis for Services performed, provided that
Subrecipient is not in default under any provision of
this Subaward. County has no obligation to pay for
any work except those Services expressly
authorized by this Subaward.

5.5.6.2 Payments to Subrecipient will be made within thirty (30) calendar days after receipt of an "undisputed
invoice". For purposes of this Subparagraph 5.5.6,
an undisputed invoice shall mean an invoice which
does not contain errors and has been completed
and submitted by Subrecipient pursuant to the
requirements outlined herein and as directed by
County. County has the final authority to determine
whether or not an invoice is an undisputed invoice.

Subrecipient shall promptly adhere to County's
instructions for correcting an invoice in order to
prevent any delays in processing payment(s). Until
Subrecipient submits an undisputed invoice, County
will not be under any obligation to pay any invoice
that is not submitted pursuant to the requirements
outlined herein and as directed by County.

5.5.6.3 All payments for Services provided under the terms of this Subaward shall be made to Subrecipient
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SUBAWARD NUMBER ENP202106

using Subrecipient's legal name and tax payer
identification number. Subrecipient shall not
request payments to be made to third-party vendors
or any vendor which Subrecipient may use in the
performance of this Subaward (i.e., Lower Tier
Subrecipients). For purposes of this Subaward,
Subrecipient's legal name is identified as the
name on Subrecipient's articles of incorporation,
charter or other legal document that was used to
create Subrecipient's organization.

5.5.6.4 Past Due Invoice

5.5.6.4.1 Any invoice submitted more than thirty
(30) days after the last day of the
month in which the Services were
rendered shall constitute a "past due
invoice". Notwithstanding any other
provision of this Subaward,
Subrecipient and County agree that
County shall have no obligation
whatsoever to pay any past due
invoices. County may, in its sole
discretion, pay some or all of a past
due invoice which Subrecipient has
submitted, provided that sufficient
funds remain available under this
Subaward.

5.5.6.5 Method of Compensation Adjustment

5.5.6.5.1 During any Fiscal Year period within
the term of this Subaward, County, at
its sole discretion, has the option of
altering the monthly method of
compensation/payment from full
reimbursement for Services completed
to an amount equal to one-twelfth
(1/12) of the Subaward Sum allocated
for any Fiscal Year under this
Subaward. County may pursue this
method of compensation if
Subrecipient is providing Services to
more Clients than anticipated and it
appears that the Subaward Sum will
be completely depleted before the end
of a Fiscal Year. County will provide
Subrecipient with at least two (2)
weeks advance written notice of its
decision to alter the method of
compensation.

5.5.6.5.2 In no event shall County's decision to
alter the method of compensation
affect the Term, the Subaward Sum
allocated for any Fiscal Year under
this Subaward, Work, or any other
provision under this Subaward unless
such change is made pursuant to a
validly executed Amendment to this
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SUBAWARD NUMBER ENP202106

Subaward noting any such change(s).

5.5.7 Subaward-Related Documents

5.5.7.1 Subrecipient shall complete all Subaward-related documents in accordance with the requirements
noted on each such document, as directed by
County, and pursuant to Program guidelines.

Subrecipient's failure to timely submit
Subaward-related documents that are accurate and
complete, as requested or required by County, may
result in suspension of payments to Subrecipient or
other remedies provided by law or under this
Subaward. Such documents shall include, but are
not limited to, the documents outlined in
Subparagraph 9.22 (Subaward Document
Deliverables), Subparagraph 9.23 (Fiscal Reporting
Requirements) and the following: Exhibit A
(Statement of Work), Attachment 8 (Site Summary);
Exhibit A (Statement of Work), Attachment 10
(Route Summary); Exhibit D (Subrecipient's Equal
Employment Opportunity Certification); Exhibit F
(Subrecipient's Administration); Exhibit G1
(Subrecipient Acknowledgement and Confidentiality
Agreement); Exhibit O (Charitable Contributions
Certification); Exhibit R (Joint Funding Revenue
Disclosure); Exhibit U (Certification of Compliance
with County's Defaulted Property Tax Reduction
Program); Budget exhibit(s); Mandated Program
Services exhibit(s); Exhibit Y (List of Lower Tier
Subawards); Exhibit AA (Subrecipient's Compliance
with Encryption Requirements); Exhibit CC (FEMA
Provisions) (applicable only when Subaward Sums
include FEMA Funds); and, Exhibit DD (California
Civil Rights Laws Certification).

5.5.8 Local Small Business Enterprise (Local SBE) - Prompt Payment Program

5.5.8.1 It is the intent of County that Certified Local SBEs will receive prompt payment for Services they
provide to County. Prompt payment is defined as
fifteen (15) calendar days after receipt of an
undisputed invoice that has been properly matched
against a receiving or shipping document, service
deliverable or payment schedule, or any other
validation of receipt document.

5.6 UNIT RATE ADJUSTMENTS

5.6.1 In the event that County exercises its renewal option(s), Subrecipient may request a unit rate increase for the following Fiscal Year, where such increase(s) shall only be based on the occurrence of any of the following and shall include the information noted herein:

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SUBAWARD NUMBER ENP202106

5.6.1.1 Increase in food costs (e.g., Caterer's costs, raw food costs, etc.): the amount (dollars/cents) of the
increase and its impact on the unit rate(s); increase
in the total cost of food; number of units; food cost
per unit, and, any other relevant information that will facilitate County's review.

5.6.1.2 Increase in fuel costs (Home-Delivered Meal
Services only): the amount (dollars/cents) of the
increase and its impact on the unit rate(s); increase
in the total fuel cost, number of miles; increased
cost per mile; and, any other relevant information
that will facilitate County's review.

5.6.1.3 Increase in wages (e.g., minimum wage): the
amount (dollars/cents) of the increase and its
impact on the unit rate(s); the number of staff
affected by minimum wage increase(s); hourly rate
increase(s); number of hours; and, any other
relevant information that will facilitate County's
review.

5.6.2 Subrecipient's request shall be provided in writing and shall include a detailed justification for the increase based on meeting one or more of the conditions noted in Subparagraph 5.6.1.

Subrecipient shall be able to provide supporting documentation to substantiate any request for a unit rate increase. The written request shall be submitted to County's Contract Manager no later than April 1 of the of the Fiscal Year preceding the Fiscal Year in which the unit rate(s) adjustment is expected to take effect.

5.6.3 County has the sole discretion to approve or reject Subrecipient's request.

5.6.3.1 All such requests shall not cause or authorize
exceeding the maximum annual Subaward Sum or
the Maximum Subaward Sum.

5.6.4 County may negotiate with Subrecipient to decrease its unit rate(s) for the following Fiscal Year in which the unit rate(s) decrease is expected to take effect when County determines that Subrecipient's unit rate(s) exceeds the actual costs to provide Program Services. In the event that the unit rate(s) is increased or decreased for any Fiscal Year after the first Fiscal Year, County shall provide Subrecipient written confirmation of the final unit rate(s); otherwise the unit rate(s) will remain the same as that which is reflected for the first Fiscal Year of this Subaward.

5.7 LIMITATIONS ON USE OF SUBAWARD SUMS

5.7.1 Subaward Sums may only be used for the purposes set forth herein, and must be consistent with the statutory authority for the Program.

5.7.2 Expenditures made by Subrecipient in the operation of this Subaward shall be in compliance and in conformity with Title 45 Code of Federal Regulations Part 75 et seq. and Title 2 Code of Federal Regulations Part 200 et seq. Subrecipient shall comply DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

with the Administrative Requirements and Cost Principles which are outlined in Exhibit Q (Accounting, Administration and Reporting Requirements), and shall adhere to the strict administrative and fiscal standards described therein.

Subrecipient shall be responsible for obtaining Title 45 Code of Federal Regulations Part 75 et seq. and Title 2 Code of Federal Regulations Part 200 et seq., which are available via the Internet at http://www.ecfr.gov/cgi-bin/text-idx?node=pt45.1.75 and http://www.ecfr.gov/cgi-bin/text-idx?tpl=/ecfrbrowse/Title02/2cfr2 00_main_02.tpl. Subrecipient shall also comply with the applicable requirements and standards referred to in Title 45 Code of Federal Regulations Part 1321.5 (Grants to State and Community Programs on Aging).

5.7.3 Limitations on Subaward Sums

5.7.3.1 Subrecipient shall not be paid for any Subaward expenditures that exceed the Subaward Sum
allocated for any Fiscal Year under this Subaward.

County has no obligation, whatsoever, to pay for
any expenditures that exceed this Subaward Sum.

Any expenditures that exceed such Subaward Sum
shall become the sole fiscal responsibility of
Subrecipient.

5.7.3.2 Subrecipient shall only expend the Subaward Sum during the Fiscal Year for which it is allocated.

Should County exercise its option to extend this
Subaward and Subrecipient does not expend
funding up to the Subaward Sum appropriated for
the Fiscal Year, that unspent amount
will not carry forward (or roll-over) to the following
Fiscal Year.

5.7.4 Prohibitions on Subaward Sums

5.7.4.1 Subrecipient shall comply with Public Law (PL)
101-121 (Title 31 United States Code Section
1352), its amendments or revisions, and any
implementing regulations, prohibiting the use of
Federal money to influence or attempt to influence
a member of Congress, Congressional staff, or a
Federal employee to award, make or amend any
Federal subaward, grant, loan or cooperative
agreement. Subrecipient shall also comply with all
certification and disclosure requirements of PL
101-121, its amendments, revisions, and
implementing regulations, and shall provide
assurance that all Lower Tier Subrecipients under
this Subaward also fully comply with such
certification and disclosure requirements.

5.7.4.2 No materials, property, or Services contributed to County or Subrecipient under this Subaward
shall be used in the performance of any of the
following: any political activity; the election of any
candidate or the defeat of any candidate for public
office; and, the transportation of any voters or
prospective voters to polls or other similar
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SUBAWARD NUMBER ENP202106

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 SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

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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SUBAWARD NUMBER ENP202106

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 SUBAWARD PERIOD JULY 2020 - JUNE 2021
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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 SUBAWARD PERIOD JULY 2020 - JUNE 2021
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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 SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

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 SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

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 SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

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 SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

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 SUBAWARD PERIOD JULY 2020 - JUNE 2021
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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 SUBAWARD PERIOD JULY 2020 - JUNE 2021
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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 SUBAWARD PERIOD JULY 2020 - JUNE 2021
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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 SUBAWARD PERIOD JULY 2020 - JUNE 2021
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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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SUBAWARD NUMBER ENP202106

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 SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

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.

DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

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
Allocations). County's approval of the proposed Lower Tier DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

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 SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

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 SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

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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SUBAWARD NUMBER ENP202106

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 SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

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 SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

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
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

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
DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

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.

9.11.4 County will use reasonable means to ensure that Subrecipient's DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE SUBAWARD PERIOD JULY 2020 - JUNE 2021
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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.

9.13.3.6 Suspension shall continue for the period specified DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE SUBAWARD PERIOD JULY 2020 - JUNE 2021
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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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