Reedley City Council
August 25, 2026

ALL CELL PHONES AND ELECTRONIC DEVICES MUST BE

TURNED OFF IN THE COUNCIL CHAMBERS
AGENDA

REEDLEY CITY COUNCIL MEETING
7:00 P.M.

TUESDAY, AUGUST 25, 2026
Meeting Held in the Council Chambers
845 "G" Street, Reedley, California
www .reedley.ca.gov
Peticiones para servicios de traducci6n deben ser sometidas 48 horas antes a la Secretaria Municipal al numero 637-4200 ext. 212
The Council Chambers are accessible to the physically disabled. Requests for additional accommodations for the disabled, including auxiliary aids or to request translation services, should be made 48 hours prior to the meeting by contacting the City Clerk at 637-4200 ext. 212.

Any document that is a public record and provided to a majority of the City Council regarding an open session item on the agenda will be made available for public inspection at City Hall, in the City Clerk's office, during normal business hours. In addition, such documents may be posted on the City's website.

Unless otherwise required by law to be accepted by the City at or prior to a Council meeting or hearing, no documents shall be accepted for Council review unless they are first submitted to the City Clerk by the close of business one day prior to said Council meeting/hearing at which the Council will consider the item to which the documents relate, pursuant to the adopted City Council Protocols.

The meeting will be held in person and may be observed remotely via Zoom or at:
http://www.reedley.com/livestream.php.

The City of Reedley offers members of the public an opportunity to remotely observe City Council Meetings through Zoom. Members of the public wishing to provide public comment may call (559) 500-0810 during the public comment period. Public comment may also be submitted in writing. Members of the public who wish to provide written comments are encouraged to submit their comments to the City Clerk at [email protected] by the close of business one day prior to the start of the meeting to ensure that the comments will be available to the City Council. Please indicate the agenda item number to which the comment pertains. Written comments that do not specify a particular agenda item will be marked for the general public comment portion of the meeting. A copy of any written comment will be provided to the City Council at the meeting. Please note that written comments received will not be read aloud during the meeting, but will be included with the meeting minutes.

Matthew Tuttle, Mayor
Mary Fast, Mayor Pro Tern
Christopher Arriaga, Council Member

MEETING CALLED TO ORDER
INVOCATION- Jeff Legler, Police Department Chaplain

PLEDGE OF ALLEGIANCE

ROLL CALL
Michael Crutchfield, Council Member
Scott Friesen, Council Member

AGENDA APPROVAL - ADDITIONS AND/OR DELETIONS

PRESENTATION

1. INTRODUCTION OF NEW YOUTH REPRESENTATIVES - Community Services

2. INTRODUCTION OF NEW LAW ENFORCEMENT PERSONNEL- Police Department

3. INTRODUCTION OF NEW HUMAN RESOURCES TECHNICIAN -Administrative Services PUBLIC COMMENT - Provides an opportunity for members of the public to address the City Council on items of interest to the public within the Council's jurisdiction and which are not already on the agenda this evening. It is the policy of the Council not to answer questions impromptu. Concerns or complaints will be referred to the City Manager's office. Speakers should limit their comments to not more than three (3) minutes. No more than ten (10) minutes per issue will be allowed. For items which are on the agenda this evening, members of the public will be provided an opportunity to address the Council as each item is brought up for discussion.

NOTICE TO PUBLIC
CONSENT AGENDA items are considered routine and a recommended action for each item is included, and will be voted upon as one item. If a Councilmember has questions, requests additional information, or wishes to comment on an item, the vote should not be taken until after questions have been addressed or comments made, and the public has had an opportunity to comment on the Consent Agenda items. If a Councilmember wishes to have an item considered individually or change the recommended action, then the item should be removed and acted upon as a separate item. A Councilmember's vote in favor of the Consent Agenda is consitjered and recorded as a separate affirmative vote in favor of each action listed. For adoption of ordinances, only those that have received a unanimous vote upon introduction are considered Consent items.

CONSENT AGENDA (Item 4-12)

4. APPROVAL OF MINUTES OF THE SPECIAL AND REGULAR COUNCIL MEETINGS OF JULY 28, 2026 - (City Clerk)
Staff Recommendation: Approve

5. RECOMMENDATION OF REJECTION OF CLAIM - BRANDON VEGA - (Administrative Services)
Staff Recommendation: Approve Claim Rejection

6. APPROVE MAYOR'S NOMINATION TO FILL TWO VACANCIES ON THE STREETSCAPE MAINTENANCE COMMITTEE- (City Clerk)
Staff Recommendation: Approve

7. APPROVE AND AUTHORIZE THE CITY MANAGER TO SIGN AN AGREEMENT

ADDENDUM WITH LSA TO CONTINUALLY PERFORM ON-CALL PROFESSIONAL

SERVICES FOR THE COMMUNITY DEVELOPMENT DEPARTMENT - PLANNING DIVISION - (Community Development)
Staff Recommendation: Approve
2 8. APPROVE AND AUTHORIZE THE CITY MANAGER TO EXECUTE A 60 MONTH PRODUCT LEASE AGREEMENT WITH QUADIENT LEASING USA, INC. FOR A REPLACEMENT POSTAGE METER MAILING MACHINE - (Administrative Services) Staff Recommendation: Approve

9. APPROVE AND AUTHORIZE THE CITY MANAGER TO SIGN A NON-EXCLUSIVE

LICENSE AGREEMENT BETWEEN CALIFORNIA FRESH FARMERS MARKET

ASSOCIATION AND THE CITY OF REEDLEY TO OFFER REOCCURRING EVENTS WITHIN PIONEER PARK - (Community Services/Community Development) Staff Recommendation: Approve

10.APPROVAL OF ITEMS PERTAINING TO THE SENIOR CONGREGATE MEAL

PROGRAM AT THE REEDLEY SENIOR CENTER
A. ADOPT RESOLUTION NO. 2026-054 AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT NO. 27-0171 AND ALL SUPPORTING DOCUMENTS

WITH THE FRESNO-MADERA AREA AGENCY ON AGING (FMAAA)
B. ADOPT RESOLUTION NO. 2026-055 AMENDING THE 2026-27 CITY OF REEDLEY ADOPTED BUDGET APPROPRIATING $500 IN FUND 027 SENIOR

CITIZENS NUTRITION GRANT TO FUND THE SENIOR CONGREGATE MEAL

PROGRAM
(Community Services)
Staff Recommendation: Approve

11.CONSIDER THE FOLLOWING ITEMS (A), (B) AND (C) RELATED TO THE LEAGUE OF

CALIFORNIA CITIES ANNUAL BUSINESS MEETING
A. APPROVAL FOR TRAVEL AND CONFERENCE RELATED EXPENSES FOR

MAYOR TUTTLE AND COUNCIL MEMBER CRUTCHFIELD
B. ADOPT RESOLUTION 2026-056 DESIGNATING A VOTING DELEGATE FOR

THE ANNUAL MEETING
C. AUTHORIZE THE CITY VOTING DELEGATE TO VOTE ON BEHALF OF THE

CITY IN SUPPORT OF THE RESOLUTION CALLING FOR A WORKING

GROUP TO CONSIDER A STATE CONSTITUTIONAL AMENDMENT TO

ENSURE FINAL LOCAL AUTHORITY OVER HOUSING AND LAND USE

DECISIONS
(City Clerk)
Staff Recommendation: Approve

12.ADOPT RESOLUTION 2026-062 AMENDING THE 2026-2027 ADOPTED BUDGET APPROPRIATING $21,387.20 FROM THE GENERAL FUND DONATION ACCOUNT FOR ALLOCATION INTO THE GENERAL FUND - (Police Department)
Staff Recommendation: Approve
3 ADMINISTRATIVE BUSINESS

13.ADOPT ORDINANCE NO. 2026-002, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF REEDLEY ADOPTING ENVIRONMENTAL ASSESSMENT NO. 2026-05, A "COMMON SENSE" EXEMPTION; AND APPROVING REZONE APPLICATION NO. 2026- 01 AND AUTHORIZING THE AMENDMENT OF THE OFFICIAL ZONING MAP OF THE CITY OF REEDLEY - Report, discussion and/or other Council action to approve, modify, and/or take other action as appropriate - (Community Development) Staff Recommendation: Approve

14.ADOPT RESOLUTION NO. 2026-057 APPROVING THE FINAL MAP FOR TENTATIVE PARCEL MAP NO. 2025-03 - Report, discussion and/or other Council action to approve, modify, and/or take other action as appropriate - (Community Development) Staff Recommendation: Approve

15.CONSIDERATION TO APPROVE AMENDMENT NO. 5 TO THE COOPERATIVE

AGREEMENT WITH THE FRESNO COUNTY TRANSPORTATION AUTHORITY FOR

THE SUSTAINABLE AVIATION PROGRAM THROUGH THE MEASURE C NEW

TECHNOLOGY PROGRAM ALLOWING FOR THE TITLE TRANSFER OF FOUR ELECTRIC AIRCRAFT TO REEDLEY COLLEGE- Report, discussion and/or other Council action to approve, modify, and/or take other action as appropriate - (Administration)
Staff Recommendation: Approve

16. CONSIDER ITEMS ASSOCIATED WITH GRAFFITI ABATEMENT
A. APPROVE AND ADOPT THE CITY OF REEDLEY GRAFFITI ABATEMENT

ASSISTANCE PROGRAM
B. ADOPT RESOLUTION NO. 2026-059 AMENDING THE 2026-2027 FISCAL

YEAR ADOPTED BUDGET TO APPROPRIATE SUFFICIENT FUNDS TO

SUPPORT IMPLEMENTATION OF THE GRAFFITI ABATEMENT ASSISTANCE

PROGRAM
Report, discussion and/or other Council action to approve, modify, and/or take other action as appropriate - (Public Works)
Staff Recommendation: Approve

RECEIVE INFORMATION & REPORTS
These items are formal transmittals of information to the Reedley City Council. They are not voted upon by the Reedley City Council. Members of the public who have questions on these items are suggested to call City staff members during regular business hours.

17.RECEIVE, REVIEW, AND FILE THE QUARTERLY INVESTMENT REPORT FOR THE FOURTH QUARTER ENDING JUNE 30, 2026 FOR FISCAL YEAR 2025-26

COUNCIL REPORTS

18.BRIEF REPORT BY COUNCIL MEMBERS ON CITY RELATED ACTIVITIES AS AUTHORIZED BY THE BROWN ACT AND REQUESTS FOR FUTURE AGENDA ITEMS. 4 STAFF REPORTS

19.UPDATES AND/OR REPORTS BY CITY MANAGER AND/OR STAFF MEMBERS

CLOSED SESSION

20. GOVERNMENT CODE SECTION 54956.9, subdivision (d)(1)

CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION
City of Reedley v. Mercy Amaro, et al. (25CECG01701)

RECONVENE TO OPEN SESSION

ADJOURNMENT
I hereby certify under penalty of perjury, under the laws of the State of California that the foregoing agenda was posted in accordance with the applicable legal requirements. Dated this 2rr' day of August 2026. / . _ ~• _ ~ ) ,/ ,,.C
Ru le Greef1Wood, City Cl k
Dates to Remember:

September 8, 2026 - Possible Special meeting at 6pm E-Bike workshop and Regular meeting 7pm September 22, 2026 - Regular meeting 7pm
5 REEDLEY CITY COUNCIL MEETING - July 28, 2026
A complete audio record of the minutes is available at www.reedley.ca.gov The Special Joint meeting of Reedley City Council and Reedley Planning Commission was called to order by Mayor Pro Tern Fast at 6:02 p.m. on Tuesday, July 28, 2026 in the Reedley City Council Chambers.

ROLL CALL
Council Members

Present:

Absent:

Christopher Arriaga, Michael Crutchfield, Scott Friesen and Mary Fast Matthew Tuttle
Planning Commissioners

Present:

Absent:

June Bracamontes, Rosemary Luzania, Rob Ledington, Patrick Turner and Harry Valencia None.

WORKSHOP

1. PRESENTATION AND REVIEW OF THE DRAFT EXISTING CONDITIONS AND TRENDS WORKBOOK

PREPARED FOR THE REEDLEY GENERAL PLAN UPDATE
Community Development Director Rodney Horton gave a presentation to Council and Planning Commission and discussed the General Plan Update and shared the progress.

Michael Gibbons, Project Manager with Mintier Hamish shared that the General Plan will establish goals and policies that direct decisions on land use and economic development. Hannah Woolsey with Mintier Hamish shared the existing trends and conditions workbook. At the conclusion of the presentation a tentative schedule was discussed with a proposed adoption in September 2027.

ADJOURNMENT
Mayor Pro Tern Fast adjourned the special joint meeting at 6:45pm.

Mayor Matthew Tuttle
ATTEST:

Ruthie Greenwood, City Clerk
REEDLEY CITY COUNCIL MEETING - July 28, 2026
A complete audio record of the minutes is available at www.reedley.ca.gov The meeting of Reedley City Council was called to order by Mayor Pro Tern Fast at 7:03 p.m. on July 28, 2026 in the City Hall Council Chambers, 845 "G" Street, Reedley, California.

INVOCATION - Veronica Bums, Police Department Chaplain

PLEDGE OF ALLEGIANCE
The Pledge of Allegiance was led by Council Member Crutchfield

ROLL CALL
Council Members

Present:

Absent:

Christopher Arriaga, Michael Crutchfield, Scott Friesen and Mary Fast Matthew Tuttle

AGENDA APPROVAL - ADDITIONS AND/OR DELETIONS
City Manager Nicole Zieba requested if public comment could be moved above consent and presentation would be immediately following public comment.

Council Member Friesen motioned, Council Member Crutchfield seconded to accept and approve agenda.

Motion unanimously carried.

PUBLIC COMMENT
Congressman Jim Costa came and spoke about the United States celebrated its 250th anniversary and presented council with a flag.

Lori Oken called in and stated since the adoption of SB707 the City of Reedley now accepts public comment over the phone so she wanted to be the first person to call in.

PRESENTATION

1. ECONOMIC DEVELOPMENT CORPORATION PRESENTATION ON COMPREHENSIVE ECONOMIC

DEVELOPMENT STRATEGY
CONSENT AGENDA (Item 2-8)
Mayor Pro Tern Fast requested to discuss item 7 prior to the vote. City Engineer, Marilu Morales answered questions about the item.

Council Member Friesen moved, Council Member Crutchfield seconded to accept, approve and adopt all items listed under the CONSENT AGENDA.

2. APPROVAL OF MINUTES OF THE REGULAR COUNCIL MEETING OF JUNE 23, 2026 - Approved

3. RATIFY THE AGREEMENT BETWEEN THE CITY OF REEDLEY AND ADVENTIST HEAL TH

REEDLEY, TO CONDUCT SPECIMEN COLLECTIONS FOR LEGAL DRUG SCREENING RELATED TO LAW ENFORCEMENT INVESTIGATIONS -Approved

4. APPROVE AND AUTHORIZE THE CITY MANAGER TO SIGN AN AMENDMENT TO THE

PROFESSIONAL SERVICES AGREEMENT WITH INTERWEST CONSULTING GROUP TO

CONTINUALLY PERFORM ADDITIONAL ON-CALL PROFESSIONAL SERVICES FOR THE COMMUNITY DEVELOPMENT DEPARTMENT - Approved
REEDLEY CITY COUNCIL MEETING - July 28, 2026

5. ADOPT RESOLUTION NO. 2026-047 APPROVING AND ACCEPTING THE FISCAL YEAR 2026-2027

CLAIMS FOR MEASURE C LOCAL TRANSPORTATION FUNDS FROM THE FRESNO COUNTY TRANSPORTATION AUTHORITY-Approved

6. ADOPT RESOLUTION NO. 2026-048 AMENDING THE FISCAL YEAR 2026-2027 ADOPTED BUDGET APPROPRIATING AN ADDITIONAL $58,700 IN ARTICLE 8 LOCAL TRANSPORTATION FUNDS FOR

THE PROCUREMENT OF A BUCKET TRUCK WITH MATERIAL HANDLER ATTACHMENT AND STABILIZING OUTRIGGERS -Approved

7. CONSIDER THE FOLLOWING ITEMS (A) AND (B) FOR THE REEDLEY WATER

EXTENSION/CONNECTIONS PROJECT FOR THE INSTALLATION OF A WATER MAIN ON PARLIER

A VENUE AND COLUMBIA A VENUE
-Approved
A. ADOPT RESOLUTION NO. 2026-050 AUTHORIZING THE CITY MANAGER TO EXECUTE

ALL AGREEMENTS AND DOCUMENTS ASSOCIATED WITH THE PROJECT B. ADOPT BUDGET AMENDMENT RESOLUTION NO. 2026-051 AMENDING THE FISCAL YEAR 2026-2027 BUDGET TO APPROPRIATE AVAILABLE FUNDS IN THE AMOUNT OF $86,000 FOR THE PROJECT

8. ADOPT RESOLUTION NO. 2026-053 AMENDING THE 2026-27 ADOPTED BUDGET IN THE GENERAL FUND AUTHORIZING THE ALLOCATION OF $20,000 TO BE USED FOR FIRE STATION UPGRADESApproved

PUBLIC HEARING

9. CONDUCT A PUBLIC HEARING AND CONSIDER ITEMS ASSOCIATED WITH A PROPOSED PROJECT LOCATED AT 1533 EAST MYRTLE A VENUE (APN 370-345-06):

A. INTRODUCTION AND FIRST READING OF ORDINANCE NO. 2026-002, AN ORDINANCE

OF THE CITY COUNCIL OF THE CITY OF REEDLEY APPROVING ENVIRONMENTAL ASSESSMENT NO. 2026-05, A "COMMON SENSE" EXEMPTION; AND APPROVING REZONE APPLICATION NO. 2026-01 AND AUTHORIZING THE AMENDMENT OF THE

OFFICIAL ZONING MAP OF THE CITY OF REEDLEY
B. ADOPTION OF RESOLUTION NO. 2026-052, APPROVING ENVIRONMENTAL ASSESSMENT NO. 2026-06, A CATEGORICAL EXEMPTION DATED JULY 16, 2026, AND APPROVING TENTATIVE PARCEL MAP APPLICATION NO.2026-01
Council Member Crutchfield explained due to he owns property in the area he needed to recuse himself from this item.

City Planner Ellen Moore explained entitlement applications have been submitted for a 1.11 acre parcel located at 1533 E. Myrtle Avenue.

Public Hearing Opened: 7:48 p.m.

Public Hearing Closed: 7:49 p.m.

Council Member Friesen motioned to approve and Council Member Arriaga seconded to accept and INTRODUCTION AND FIRST READING OF ORDINANCE NO. 2026-002, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF REEDLEY APPROVING ENVIRONMENTAL ASSESSMENT NO. 2026-05, A "COMMON SENSE" EXEMPTION; AND APPROVING REZONE APPLICATION NO. 2026-01 AND

AUTHORIZING THE AMENDMENT OF THE OFFICIAL ZONING MAP OF THE CITY OF REEDLEY Motion unanimously carried.

AYES:

NOES:

Friesen, Arriaga, Fast
None.
2 . REEDLEY CITY COUNCIL MEETING - July 28, 2026
ABSTAIN: Crutchfield.

ABSENT: Tuttle.

Council Member Friesen motioned to approve and Council Member Arriaga seconded to accept and ADOPTION OF RESOLUTION NO. 2026-052, APPROVING ENVIRONMENTAL ASSESSMENT NO. 2026-06, A CATEGORICAL EXEMPTION DATED JULY 16, 2026, AND APPROVING TENTATIVE PARCEL MAP APPLICATION NO.2026-01
Motion unanimously carried.

AYES:

NOES:

ABSTAIN:

ABSENT:

Friesen, Arriaga, Fast
None.

Crutchfield.

Tuttle.

ADMINISTRATIVE BUSINESS
.10. ADOPT RESOLUTION NO. 2026-049 OF THE CITY COUNCIL OF THE CITY OF REEDLEY DECLARING

INTENTION TO REIMBURSE EXPENDITURES RELATING TO CAP IT AL IMPROVEMENT PROJECTS

FROM THE PROCEEDS OF TAX-EXEMPT OBLIGATIONS AND HIRING FINANCING TEAM Assistant City Manager Paul Melikian explained this item pertains to the city planning on financing a portion of the costs of the new Civic Center project through the issuance of tax-exempt bonds.

Council Member Friesen motioned to approve and Council Member Crutchfield seconded to approve and ADOPT RESOLUTION NO. 2026-049 OF THE CITY COUNCIL OF THE CITY OF REEDLEY DECLARING

INTENTION TO REIMBURSE EXPENDITURES RELATING TO CAPITAL IMPROVEMENT PROJECTS

FROM THE PROCEEDS OF TAX-EXEMPT OBLIGATIONS AND HIRING FINANCING TEAM Motion unanimously carried.

A YES: Friesen, Crutchfield, Arriaga, Fast
NOES: None.

ABSTAIN: None.

ABSENT: Tuttle.

11. ADOPT RESOLUTION NO. 2026-052 A WARDING A PROGRESSIVE DESIGN-BUILD CONTRACT FOR THE REEDLEY CIVIC CENTER PROJECT TO HARRIS CONSTRUCTION CO., INC. AND DARDEN ARCHITECTS, INC. FOR THE REEDLEY CIVIC CENTER.PROJECT IN AN AMOUNT NOT TO EXCEED $574,250 AND FINDING THE PROJECT EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL

QUALITY ACT
Assistant City Manager Paul Melikian provided an update regarding the future civic center.

Council Member Friesen motioned to approve and Council Member Arriaga seconded to approve and ADOPT RESOLUTION NO. 2026-052 A WARDING A PROGRESSIVE DESIGN-BUILD CONTRACT FOR THE REEDLEY CIVIC CENTER PROJECT TO HARRIS CONSTRUCTION CO., INC. AND DARDEN ARCHITECTS, INC. FOR THE REEDLEY CIVIC CENTER PROJECT IN AN AMOUNT NOT TO EXCEED $574,250 AND

FINDING THE PROJECT EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT Motion unanimously carried.

A YES: Friesen, Arriaga, Crutchfield, Fast
NOES: None.

ABSTAIN: None.

ABSENT: Tuttle.

12. CONSIDERATION OF ITEMS PERTAINING TO THE DESIGN AND PLACEMENT OF ART WORK WITHIN CAMACHO PARK, LOCATED AT 1000 E. NORTH AVENUE (APN: 370-030-28T & 370-030- 19T):

A. ADOPT ENVIRONMENTAL ASSESSMENT NO. 2026-03 MAKING A FINDING OF NO

POSSIBILITY OF A SIGNIFICANT EFFECT, AND DECLARING THE ACTIVITY IS NOT

SUBJECT TO CEQA
3 REEDLEY CITY COUNCIL MEETING - July 28, 2026
B. APPROVE SIGN PERMIT APPLICATION NO. 2026-07 FOR THE DESIGN AND PLACEMENT OF ARTWORK WITHIN CAMACHO PARK, LOCATED AT 1000 E. NORTH AVENUE (APN:
370-030-28T & 370-030-l 9T)
Community Services Director Sarah Reid shared in 2024 the City of Reedley received a four million dollar grant for improvements to Camacho Park. As part of the rehabilitation of Camacho Park includes featuring artwork. Ms. Reid shared the project location and proposed designs. Ms. Reid shared the Arts in Public Places program which was originally approved in 2015 but amended in 2026 establishes a process for selecting a qualified artist. The artwork must be reviewed by the Planning Commission and then the design is approved by City Council.

Council Member Scott Friesen asked if there could be some changes to the details including the baseball and baseball bat under the word Camacho to be modified. On the other mural he asked if Tiger Field could be removed from that mural.

Public Comment:

Eddie Jimenez stated what caught his attention is the home plate did not look accurate when looking at a ball field.

Mr. Jimenez asked if minor changes could be made to accurately reflect a baseball field.

Kelsey Gilles called in and explained she is one of the artists for the mural. Ms. Gilles said if major changes are requested on the proposed murals she was worried if they could complete the murals and meet the requested completion date for the project.

Council Member Crutchfield motioned to keep the proposed murals as submitted with no changes Council Member Arriaga seconded
A. ADOPT ENVIRONMENTAL ASSESSMENT NO. 2026-03 MAKING A FINDING OF NO

POSSIBILITY OF A SIGNIFICANT EFFECT, AND DECLARING THE ACTIVITY IS NOT

SUBJECT TO CEQA
B. APPROVE SIGN PERMIT APPLICATION NO. 2026-07 FOR THE DESIGN AND PLACEMENT OF ARTWORK WITHIN CAMACHO PARK, LOCATED AT 1000 E. NORTH AVENUE (APN:
370-030-28T & 370-030-l 9T)
AYES:

NOES:

ABSTAIN:

ABSENT:

Crutchfield, Arriaga.

Friesen, Fast.

None.

Tuttle.

Motion failed due to lack of majority.

Council Member Friesen motioned to approve item A and Council Member Crutchfield seconded ADOPT ENVIRONMENTAL ASSESSMENT NO. 2026-03 MAKING A FINDING OF NO POSSIBILITY OF A

SIGNIFICANT EFFECT, AND DECLARING THE ACTIVITY IS NOT SUBJECT TO CEQA Motion unanimously carried.

A YES: Friesen, Crutchfield, Arriaga, Fast.

NOES: None.

ABSTAIN: None.

ABSENT: Tuttle.

Public Comment:

Jenny Peters who is a Commissioner on the Community Services Commission stated she agrees with Council Member Friesen that the bat does not look accurate and would recommend it to be changed from a bat that is curved to a straight baseball bat.

Council Member Crutchfield motioned that he would like to approve the item B: APPROVE SIGN PERMIT APPLICATION NO. 2026-07 FOR THE DESIGN AND PLACEMENT OF ARTWORK WITHIN CAMACHO PARK, LOCATED AT 1000 E. NORTH AVENUE (APN: 370-030-28T & 370-030-19T) with changes to the bat to match the striping on the other side, align the stripes on home plate on the outline of the large mural and the Reedley Be A Team mural and Council Member Friesen seconded the motion. 4 REEDLEY CITY COUNCIL MEETING - July 28, 2026
Motion unanimously carried.

A YES: Crutchfield, Friesen, Arriaga, Fast.

NOES: None.

ABSTAIN: None.

ABSENT: Tuttle.

RECEIVE INFORMATION & REPORTS
These items are formal transmittals of information to the Reedley City Council They are not voted upon by the Reedley City Council.

Members of the public who have questions on these items are suggested to call City staff members during regular business hours.

13. REEDLEY AIRPORT COMMISSION MINUTES OF REGULAR MEETING OF MAY 14, 2026

14. REEDLEY COMMUNITY SERVICES COMMISSION MINUTES OF REGULAR MEETING OF APRIL 23, 2026

15. REEDLEY TRAFFIC SAFETY COMMISSION MINUTES OF REGULAR MEETING OF MARCH 12, 2026

16. REEDLEY'S RIVER CITY THEATRE COMPANY, PROFIT & LOSS STATEMENT FOR THE PERIOD OF NOVEMBER 1 - JUNE 30, 2026

17. QUARTERLY EXPENSE & TRAVEL REPORT FOR ELECTED AND APPOINTED OFFICIALS -APRIL 1, 2026 THROUGH JUNE 30, 2026

COUNCIL REPORTS

18. BRIEF REPORT BY COUNCIL MEMBERS ON CITY RELATED ACTIVITIES AS AUTHORIZED BY THE

BROWN ACT AND REQUESTS FOR FUTURE AGENDA ITEMS
Council Member Friesen
• Discussed the Good Morning Reedley he attended
Council Member Crutchfield
• Also discussed the Good Morning Reedley he attended
Council Member Arriaga
• Discussed the pickleball courts ribbon cutting he attended Mayor Pro Tern Fast
• Attended the Kings River East meeting and provided a brief update

STAFF REPORTS

19. UPDATES AND/OR REPORTS BY CITY MANAGER AND/OR STAFF MEMBERS.

City Manager Nicole Zieba
• Reminded everyone the August 1 1 Reedley City Council meeting is dark • Mentioned the Sierra Kings Hospital lunch and learn and virtual town hall meetings • Reminded Council of upcoming events that will be occurring in September

CLOSED SESSION

20. Government Code Section 54956.9

CONFERENCE WITH LEGAL COUNSEL-ANTICIPATED LITIGATION
Initiation of Litigation Pursuant to Paragraph ( 4) of Subdivision (d) of Section 54956.9 (Deciding Whether to Initiate Litigation):

One case
5 REEDLEY CITY COUNCIL MEETING - July 28, 2026

RECONVENE TO OPEN SESSION
City Attorney Scott Cross reported that Council Member Friesen motioned which was was seconded by Council Member Crutchfield with a 4-0 vote approved the initiation of litigation.

ADJOURNMENT
Mayor Tuttle adjourned the regular meeting at 9:28 p.m.

ATTEST:

Ruthie Greenwood, City Clerk
Mayor Matthew Tuttle
6 REEDLEY CITY COUNCIL
DATE: August 25, 2026
~ Consent
D Regular Item
D Workshop
D Closed Session
D Public Hearing
ITEM NO: s ----
TITLE:

SUBMITTED:

RECOMMENDATION OF REJECTION OF CLAIM - BRANDON VEGA
Elizabeth Amaya, Accountant t,,-,t/- ..

REVIEWED:

APPROVED:

Paul A. Melikian, Assistant City Manager ~
Nicole R. Zieba. City Manager ~

RECOMMENDATION
That the City Council reject a claim initially received from Brandon Vega on July 17, 2026, and amended on August 5, 2026 for missing information. The claim was referred to Acclamation Insurance Management Services (AIMS) for investigation and recommendation to the City.

BACKGROUND
The Claim Form alleges that on June 30, 2026, a tree branch fall on Mr. Vega's vehicle in the public parking lot located on 11 th/H Streets causing physical damage. Claimant is seeking reimbursement for damages totaled at $1,200. The claim was forwarded to AIMS for further investigation and recommendation to the City.

Based upon their investigation, AIMS found no evidence of negligence and/or liability on the part of the City of Reedley because there was no notice or reports of the defect before the incident. AIMS has therefore recommended that the claim be rejected.

Pursuant to Government Code Section 912.4, the City Council must act upon a claim within 45 days after receipt. If there is no official action by Council, the claim is deemed to be rejected on the last day.

Denial by minute order action provides a clearly defined rejection date and allows AIMS to begin their investigation and take appropriate action to resolve the claim in a timely manner.

ATTACHMENTS

1. Claim form

2. Amended Claim submission
CI T'r' OF REEDLE'r'

CLAIMFORM
i?ECEl i.)E[)
(Please Type Or Print)
CLAIM AGAINST C, ~ A: Y o-(. 'QeeJ l 'l.V . "J \ V (N~ of Enti1;y) Claimants name:_ 4) '< ,:,._ y,, ct/J 0-~
SS#--- DOB: . Female ___ _
Claimant's address:

Address where notices about claim are to be sent, if different from above: _______________ _ _ Date of incident/accident: b - 3 {) --- c.h ·
Date injuries, damages, or losses were discovered: __ t:>_ ... __,;3_o_-_"t_6 ___ -.--___________ _ Location of incident/accident: V \J k I ~ (_ y '- V k_ ; Y\ 1 r O t .:., C Br i, : b d ±#~de k 11'r,; +\, 0 What did entity or employee do to cause this loss', damage, or injury? r·V':t: :( \3 VCA. {l c.,}\ ty 1 ) 6 Y\ (Use back of this form or separate sheet if necessary to answer this question in detail.) What are the names of the entity's employees who caused this injury, damage, or loss (iflmown)? -----'------- What specific injuries. damages, or losses did claimant receive? __ ,7(..__ __ :_.v__,.a;e.~c;...:... ;\e._ _;;_\J-ed~;i.::..;.--d_;·:;.:e~J/l,:__+!.-..:s=-...;..• ..!... ' - - G n c c.j o v--e }-- c/1 ; c / ',) se back of this fonn or separate sheet if necessary to answer this question in detail.) What amount of money is claimant seeking or, if the amount is 'in excess of $10,000, which is the appropriate court of jurisdiction. Note: If Superi;f and Municipal Courts are consolidated, you must represent whether it is a "limited civil case11 [ see GovernmentCode910(f)] / , 24 c) . · . 2
'\
How was this amount calculated (please itemize)? - ~'---'-+- __...~ ~ ;;.....,.:~--...:;_-;,___-=-....:;.:;.,.!:::::,;,_:;_..L.--,L__ ~~d v~l ~r1....,:_~v_J_---!..,f<J _ _ b_.::;~~~..:,__;__~ ___,____;__....1L.:-:.._~-f.=-~~~ V "-1! J 11_,; {Use back of this fonn or separate sheet if necessary to answer this question in detail.) Date Signed: _7.L-' _--___.._/_7_ .,,,_(_;.l=-l __ Sign.VJr8 <-3=' \ b If signed by representative: G
Representative's Name ___________ Address ______________ _ Telephone# --------------------------------
Relationship to Claimant ___________________________ _
CIT'/ OF F::f.:EC.u.=: 1
/
August 5, 2026
To Whom It May Concern,
I am writing to submit an amendment to the claim filed on July 17, 2026. Please find the requested details addressing claims 4 and 6 below.

Response to Claim 4:

On June 30, 2026, my vehicle was parked in the public parking spaces located between 10th and 11th Streets, off of H Street. At approximately 4:25 PM, I returned to the vehicle and discovered it was covered by a large tree branch that had broken off from a supporting structure. The weather at the time was calm and not windy.

Response to Claim 6:

The city is responsible for maintaining public parking areas to ensure the safety of the public and their property. This maintenance is funded in part by the streetscape fee charged to local businesses. According to Ordinance 688, these funds are allocated specifically for the "care, maintenance, and replacement of street trees." The incident was caused by a failure to properly trim and manage the heavy foliage, leading to the branch breaking under its own weight.

Due to this incident our family car has sustained numerous scrapes, scratches and dents.

I have attached a photograph documenting the incident as it occurred. Additionally, I have the contact information for two witnesses who are available to provide testimony regarding this matter. Upon request I can provide the photographs of the damages to our car.

Thank you for your attention to this amendment.

Best regards,
J-L/ ~
Brandon Vega

DATE: August 25, 2026

REEDLEY CITY COUNCIL
1:8:1 Consent
D Regular Item
D Workshop
D Closed Session
D Public Hearing
ITEM NO: _ lo __
TITLE: APPROVE MAYOR'S NOMINATION TO FILL TWO VACANCIES ON THE

STREETSCAPE MAINTENANCE COMMITTEE
SUBMITTED: Ruthie Greenwood f[5J City Clerk
APPROVED: Nicole R. Zieba~
City Manager

RECOMMENDATION
Staff is recommending that the Reedley City Council approve Mayor Tuttle's nomination to fill two vacancies on the Streetscape Maintenance Committee. Mayor Tuttle is recommending appointments to the commission.

BACKGROUND
The Streetscape Maintenance Committee is made up of 3 Committee Members and 1 Alternate Committee Member. Todd Barsoom, Angie Friend, Eric Parichan are Committee Members and Mark Luzania serves as an alternate.

The two positions are available on the Streetscape Maintenance Committee due to term expirations of Todd Barsoom and Eric Parichan. The positions were advertised in the Mid Valley Times with an application deadline of August 6, 2026. Only one application was received by the deadline. Mayor Tuttle has reviewed the application and is recommending that Todd Barsoom be reappointed to Streetscape Maintenance Committee. Due to the two vacant positions and only one application was received by the deadline it is recommended that Mark Luzania be moved from an alternate position to a primary position on the Streetscape Maintenance Committee.

Streetscape Maintenance Committee terms are three (3) year terms. Todd Barsoom will have a term expiration of August 2029 and Mark Luzania will finish his existing term with an expiration of August 2027.

FISCAL IMPACT
No Fiscal Impact

ATTACHMENTS
One (1) application

CITY OF REEDLEY

COMMISSION/COMMITTEE APPLICATION FORM
I hereby request that I be considered for appointment to the following Commission or Committee:

PLEASE TYPE OR PRINT IN BLACK INK

CHECK ONE ONLY- USE SEPARATE APPLICATION FOR EACH COMMISSION NAME:
•
•
•
•
Airport Commission
Community Services Commission
(Must reside within City limits)
Planning Commission
(Must reside within City limits)
Traffic Safety Commission
(Must reside within City limits)
Streetscape Maintenance Committee
(Must be a business owner within downtown streetscape
maintenance district)
Todd Barsoom
HOME ADDRESS:

Reedley, CA 93654
MAILING ADDRESS (if different from above):

EMAIL ADDRESS (if applicable): _________ _ ________ _
RESIDENT OF REEDLEY FOR BS YEARS. ---
EMPLOYED BY: Barsoom Farms, Inc
(Additional infom1ation is requested on the back of this fonn) DATE: August 25, 2026

REEDLEY CITY COUNCIL
C8J Consent
D Regular Item
D Workshop
D Closed Session
D Public Hearing
ITEM NO: _t-z __
TITLE: APPROVE AND AUTHORIZE THE CITY MANAGER TO SIGN AN AGREEMENT ADDENDUM WITH LSA TO CONTINUALLY PERFORM ONCALL PROFESSIONAL SERVICES FOR THE COMMUNITY

DEVELOPMENT DEPARTMENT - PLANNING DIVISION
SUBMITTED: Rodney L. Horton
APPROVED: Nicole R. Zieba
City Manager

RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager to make non-substantive changes to the attached agreement addendum, and sign final agreement addendum with LSA to continually perform on-call professional services for the Community Development Department- Planning Division.

BACKGROUND
The Community Development Department - Planning Division is responsible for highly technical and complex assignments associated with the approval of planning entitlement applications, environmental review, and development of structures and buildings. The Department desires to ensure quality customer service to the residents and development community by having an additional professional service provider. Staff does anticipate utilizing the service of LSA for planning and environmental review services due to consistently strong development activity. LSA has previously prepared environmental reports for residential and industrial development projects. The addendum seeks to extend the timeframe of the original agreement for an additional twelve months.

FISCAL IMPACT
There is no negative fiscal impact to the City given that the costs of service are determined per-project on an as-needed basis. Additionally, cost for services will be defrayed by project proponents.

PRIOR COUNCIL ACTIONS
City Council approved the original on-call contract with LSA on November 8, 2022, with the first amendment to the original contract being approved at the City Council meeting held on June 25, 2024.

ATTACHMENTS

1. Draft Addendum No. 2 to Professional Services Agreement for Planning Services

2. Professional Services Agreement - Approved on November 8, 2022

ADDENDUM NO. TWO TO

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF REEDLEY AND
LSA.

This Addendum No. 2 to the Professional Services Agreement between the City of Reedley and LSA (Agreement) is made and entered into effective on ___ , 2026 ("Effective Date"), by and between the City of Reedley, a municipal corporation, hereinafter referred to as "City" and LSA, hereinafter referred to as "Consultant".

RECITALS
WHEREAS, on November 17, 2022, City and Consultant entered into a professional services agreement (Agreement) for staff support, as approved by the City Council on November 8, 2022; and
WHEREAS, the City and Consultant mutually desire to extend the sunset date of the agreement; and
WHEREAS, Consultant has proposed adjustments to their original proposal, beyond the End Date, including the updating of the Standard Fee Schedule found in Agreement Exhibit B.

NOW, THEREFORE, in consideration of the foregoing recitals, Consultant and the City do hereby mutually agree as follows:

1. The End Date This Agreement to be effective as of the date first written above, and shall remain in effect for an initial term running through June 30, 2027, and will automatically extend for successive 12-month periods unless one party provides notice of termination.

Upon completion of the initial term and annually thereafter, the billing rates dated January 2026 and listed in Exhibit A (Compensation), shall be increased based upon the annual increase in the Department of Labor, Bureau of Labor Statistics or successor thereof, Consumer Price Index (United States City Average, All Items (CPI-U), Not Seasonally adjusted, All Urban Consumers, referred to herein as the "CPI") for the Municipality or, if not reported for the Municipality the CPI for cities of a similar size within the applicable region from the previous calendar year, such increase, however, not to exceed 4% per annum. The increase will become effective upon publication of the applicable CPI data. If the index decreases, the billing rates dated January 2026 listed shall remain unchanged.

Either party may at any time terminate this Agreement (i) without cause at the party's convenience by giving not less than 30 days prior written notice to the other party, or (ii) with cause upon written notice to the other party following the other party's failure to reasonably cure an event of non-performance hereunder following 30 days written notice thereof. Termination shall be effective as of the date specified in said notice of termination. Upon such termination, all rights and obligations of each party under this Agreement shall cease as of the Effective Date of Termination, except for those specific obligations that shall survive termination as set forth herein.

2. The portion of Exhibit A is hereby replaced with the attached Exhibit A titled "Compensation."

3. In all other regards, the Agreement dated November 8, 2022, shall remain in full force and effect.

Amy Fischer, Chief Executive Officer
LSA
Nicole R. Zieba, City Manager
City of Reedley
Date
Date
Attachment A
Compensation
JANUARY 2026 SCHED ULE OF STA ND ARD CONTRACT PR OVISIONS

AND BILLIN G RATES LSA
HOURLY BILLING RATES EFFECTIVE JANUARY 2026
Job Classification
Environmental Air Quality/ Cultural/ Hourly Rate
Planning Transportation Climate Change
Noise Pa leontologica I Natural Resources GIS Range1•
2 Resources
Principal Principal Principal Principal Principal Principal Principal $250-$350 Associate Associate Associate Associate Associate Associate Associate $170-$270 Senior Senior Biologist/
Senior Senior Senior Noise Archaeologist/ Botanist/Wildlife Transportation Air Quality/ Biologist/Ecologist/ Senior GIS Senior Planner Planner/ Climate Change Specialist/Senior Architectural Soil Scientist/ Specialist $110-$240 Engineer Specialist Noise Engineer Historian/ Herpetologist/ Paleontologist Arborist Biologist/Botanist/
Transportation Air Quality/ Noise Archaeologist/ Wi ldlife Biologist/ Architectural Ecologist/Soil GIS Planner Planner/ Climate Change Specialist/Noise Historian/ Scientist/ Specialist $110-$190 Engineer Specialist Engineer Paleontologist Herpetologist/ Arborist
Assistant Biologist/
Assistant Air Quality/ Field Botanist/Wi ldlife
Assistant Transportation Climate Change Noise Analyst Archaeologist/ Biologist/Ecologist/ Assistant $95-$150 Planner Planner/ Soil Scientist/ GIS Specialist Engineer Analyst Paleontologist Herpetologist/
Arborist
Office Services
Marketing $0-$185
Office Assistant/Discipline Assistant $110-$150
Project Accountant $110-$140
Document Management/Technical Editing/Graphics $115-$160 1 The hourly rate for work involving actual time in court (e.g., giving depositions or similar expert testimony) will be billed at $400 per hour regardless of job classifications.
2 Hourly rates are subject to review at least annually, on or about December 1 of each year, and may be adjusted to reflect changing labor costs at LSA's discretion at that time .

LSA IN-HOUSE RE IMBURSABLE COSTS1
Description Unit Cost Description Unit Cost
Reproduction (8.5 x 11) B/W $0.07 per page Total Station Surveying Instrument $50.00 per day Reproduction (8.5 x 11) Co lor $0.40 per page Level (Laser or Optical) $25.00 per day Reproduction (11 X 17) B/W $0.10 per page Laser Rangefinder $25.00 per day Reproduction (11 x 17) Color $0. 75 per page Sound Meter $75.00 per day CD Production $5.00 per CD Sound Meter with Velocity Transducer $85.00 per day USB Flash Drive $5 .00 per drive Differentially Corrected GPS $75.00 per day Plotting $3.75 per sq ft Water Quality Meter $25.00 per day Aerial Drone $200.00 per day Night Vision Goggles $50.00 per unit per night Mileage On-Road Current federal rate Wildlife Camera $25 .00 per day Mileage Off-Road Currentfederal rate GPS Booster $25.00 per day Tree Tag $1.00 Bat Monitoring Survey Kit $75.00 per day Small Mammal Trap $1.00 per trap per day
1 Other direct costs shall be reimbursed at cost plus 10 percent.

W :\Projects\Active\0000 Contract Review Checklist & Related Docum ents\Co nt ract Redlin es. La nguage and Notes\LSA Standa rd Cont ract\20 26 Update \Standa rd Co ntractProv isions_Ja n_202 6.d ocx 4 PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this _ day of __ , 2022 (the effective date) by and between The City of Reedley, hereinafter referred to as "CITY", and LSA, hereinafter referred to as "CONSUL TANT".

IN CONSIDERATION of the covenants to hereinafter set forth, the parties hereto mutually agree as follows:

RECITALS
WHEREAS, CITY desires to obtain consultant services in connection with environmental analysis, land use and planning; and
WHEREAS, CONSULTANT is engaged in the business of furnishing technical and expert services in the fields of environmental analysis, land use and planning, and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and
WHEREAS, this Agreement will be administered for CITY by City Manager Nicole R. Zieba, with Project Management overseen by Community Development Director Rodney L. Horton.

AGREEMENT
NOW, THEREFORE, in consideration of the forgoing recitals which are part of this Agreement and the terms and conditions hereinafter contained, it is mutually agreed as follows:

1. Scope of Services. CONSUL TANT shall perform to the satisfaction of CITY services as requested by CITY relating to pursuant to Exhibit "A'' which is incorporated herein by reference.

2. Term of Agreement. This Agreement shall be effective from the date first set forth above and shall continue in full force and effect through June 30, 2023 subject to any earlier termination in accordance with this Agreement.

3. Compensation. CONSULTANTS sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall be pursuant to Exhibit "B," which is incorporated herein by reference.

4. Termination. Either party may terminate this Agreement at any time by giving notice of such termination (including the effective termination date) at least thirty (30) calendar days before the effective date of such termination. In the event of termination, all furnished or unfurnished documents, reports, or other materials prepared by CONSUL TANT under this Agreement shall become Re turn to TOC .. : -_,,
CITY'S property. CONSULTANT shall be entitled to receive compensation for all satisfactory work completed prior to the effective date of termination.

5. Indemnification.
(a) Indemnity for Professional Liability: When the law establishes a professional standard of care for CONSULTANT'S Services, to the fullest extent permitted by law, CONSUL TANT shall indemnify, protect, defend, and hold harmless the CITY and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs, and expenses, including legal counsel's fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of CONSULT ANT, its officers, agents, employees, or Subconsultants (or any Agency or individual that CONSUL TANT shall bear the legal liability thereof) in the performance of professional services under this Agreement.
(b) Indemnity for Other Than Professional Liability: Other than in the performance of professional services and to the full extent permitted by law, CONSULTANT shall indemnify, defend, and hold harmless the CITY, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including legal counsels fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the negligent performance of this Agreement by CONSUL TANT or by any individual or Agency for which CONSUL TANT is legally liable, including, but not limited to, officers, agents, employees, or subcontractors or CONSUL TANT.

6. Insurance.
(a) Throughout the life of this Agreement, CONSUL TANT shall pay for and maintain in full force and effect all insurance as required in Exhibit "C" or as may be authorized, any additional insurance as may be required, in writing by City Manager or her designee at any time and in her sole discretion. (b) If at any time du ring the life of the Agreement or any extension, CONSULT ANT or any of its subcontractors fail to maintain insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to CONSUL TANT shall be withheld until notice is received by CITY that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to CITY. And failure to maintain the required insurance shall be sufficient cause for CITY to terminate this agreement. No action taken by CITY pursuant to thi s Return to TOC: ·-=
section shall in any way relieve CONSULT ANT of its responsibilities under this Agreement. The phrase "fail to maintain any required insurance" shall include, without limitation, notification received by CITY that an insurer has commenced proceeding, or has had proceedings commenced against it, indicating that the insurer is insolvent.

7. Nondiscrimination. To the extent required by controlling federal, state, and local law, CONSULT ANT shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation , ethnicity, status as a disabled veteran, or veteran of the Vietnam era.

8. Independent Contractor. In the furnishing of the services provided for herein, CONSULT ANT is acting solely as an independent contractor. Neither CONSUL TANT, nor any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venture, partner, or associate of CITY for any purpose. CITY shall no right to control or supervise or direct the manner or method by which CONSULT ANT shall perform its work and functions.

However, CITY shall retain the right to administer this Agreement so as to verify that CONSUL TANT is performing its obligations in accordance with the terms and conditions thereof.
'9 . Notices. Any notice required or intended to be given to either party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsimile followed by telephone confirmation of receipt, sent via electronic mail followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, addressed to the party which notice is to be given at the party's address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice. Notices served by United States mail in the manner above described shall be deemed sufficiently served or given at the time of mailing thereof.
1 0.Assignment. This agreement is personal to CONSUL TANT and there shall be no assignment by CONSUL TANT of its rights of obligations under this Agreement without the prior written approval of the City Manager or her designee.
11 . Compliance with Law. In providing the services required under this Agreement, CONSUL TANT shall at all times comply with all applicable laws of the United States, the State of California, and CITY, and with all applicable regulation s promulgated by federal , state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued , or amended during the term of this Agreement.

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12. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein.

13. Governing Law and Venue. This agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California.

14. Headings. The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify, or add to the interpretation or meaning of the provisions of this Agreement.

15. Severability. The provisions of this Agreement are severable. The invalidity or unenforceability of any one provision in this Agreement shall not affect the other provisions.

16. Interpretation. The parties acknowledge that this Agreement in its final form is the result of the combined efforts of the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meaning.

17.Attorneys' Fees. If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant, or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorneys' fees and legal expenses.

18. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement.

19. Precedence of Documents. ln the event of any conflict between the body of this Agreement and any Exhibit or Attachment hereto, the terms and conditions of the body of this Agreement shall control and take precedence over the terms and conditions expressed within the Exhibit or Attachment. Furthermore, any terms or conditions contained within any Exhibit or Attachment hereto which purport to modify the allocation of risk between the parties , provided for within the body of this Agreement shall be null and void. 3
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20. Cumulative Remedies . No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
21 . No Third Party Beneficiaries. The rights, interests, duties and obligations defined within this Agreement are intended for the specific parties hereto as Identified in the preamble of this Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties.

22. Ownership of Documents and Data.
(a) Ownership of Documents: All original papers and documents, produced as a result of this Agreement, shall become the property of the CITY. In addition, CITY shall be provided with access and use of any other papers and documents consistent with the purpose and scope of services covered by this Agreement. Any additional copies, not otherwise provided for herein, shall be the responsibility of the CITY. Documents, including spreadsheets, calculations, drawings and specifications, prepared by CONSUL TANT pursuant to this Agreement, are not intended or represented to be suitable for reuse by CITY or others on extensions of the PROJECT or on any other project. Any use of the completed documents for other projects and any use of incomplete documents without the specific written authorization from CONSUL TANT will be at CITY's sole risk and without liability to CONSUL TANT. Further, any and all liability arising out of changes made to CONSUL TANT's deliverables under this Agreement by CITY or persons other than CONSUL TNAT is waived as against CONSULT ANT, and the CITY assumes full responsibility for such changes made by the CITY or its agents unless the CITY has given CONSULT ANT prior notice and has received from CONSULTANT written consent for such changes. (b) Publication: No report, information, or other data given or prepared or assembled by the CONSULT ANT pursuant to this Agreement, shall be made available to any individual or organization by the CONSUL TANT without the prior written approval of the CITY. Notwithstanding th e foregoing, however, the CONSUL TANT shall not be required to protect or hold in confid ence and confidential information which (1) is or becomes available to the public with the prior written consent of the CITY; (2) must be disclosed to comply with the law; or (3) must be disclosed in connection with any legal proceed ings.
( c) Copyrights: The CONSUL TANT shall be free to copyright materi al developed under thi s Agreement with the provi sion th at the CITY be given a nonexclusive and irrevocable li cense to reprod uce , publ ish or otherwise . Re turn to TOC: =
use, and to authorize others to use the material for government or public purposes.
(d) Notwithstanding the paragraphs above, all computer financial models including without limitation compilations of formulas and spreadsheet models used or developed by the CONSULTATION in performing its work are proprietary and shall remain property owned solely by the CONSUL TANT.

CITY OF REEDLEY, a LSA
By:
nicipal C.,.o. poration
)__I--=--,...--
Anthony Petros , President
Date: 1, In /LL Date: October 20, 2022
I
. Return to TOC: =
Exhibit "A"

SCOPE OF SERVICES
Consultant Service Agreement between the City of Reedley and LSA Return to TOC: =
June 7, 2022
Rodney Horton, MPA
Community Development Director
City of Reedley
1733 9th Street
Reedley, CA 93654
Subject: LSA Statement of Qualifications for On-Call Planning and Environmental Consulting Services
Dear Mr. Horton,

CARLSBAD
CLOVIS
IRVINE

LOS ANGELES

PALM SPRINGS

POINT RICHMOND

RIVERSIDE

ROSEVI LLE

SAN LUIS OBISPO
LSA is pleased to submit this Statement of Qualifications for On-Call Planning and Environmental Consulting Services for the City of Reedley (City). We are very interested in working in Reedley, and while staff in LSA's Clovis office will be the primary point of contact for on-call services, LSA has the size and depth of experience to promptly respond to any requests for services .

LSA currently holds more than 1,000 active contracts, 70 of which are on-call contracts with public and private entities throughout California, including Fresno County and the cities of Porterville and Clovis . This depth and breadth of experience has contributed to LSA's comprehensive understanding of the skills necessary to manage an on-call contract and multiple task orders. LSA recognizes that an on-call assignment requires an '
1 on-call" obligation. The knowledgeable LSA team will act quickly with a solutions-oriented approach, be responsive to myriad possible requests, and commit to having adequate staff to efficiently address task orders . The core strengths that underpin LSA's successful delivery of on-call services are timely, clear, and productive communication . LSA is committed to providing the City with prompt, efficient service, and unparalleled expertise .

LSA's environmental staff includes expert CEQA and NEPA practitioners that have prepared thousands of Environmental Impact Reports, Initial Studies, Negative Declarations, Mitigation Monitoring and Reporting Programs, and Categorical Exem ptions to support planning efforts throughout the State. LSA produces legally sound CEQA and NEPA documents that are written in a manner that makes them easy to read and understandabl e to a diverse audience including planners, designers, attorneys, decision -makers, members of the community, and local interest groups . LSA provides informative graphics to support the analysis and make the documents easier to read . LSA also strives to provide adequate background information to hel p interested indivi duals and community interest groups understand topics that do not always fall w ithin the requirements of CEQA and NEPA (e.g., socioeco nomi c iss ues, policy consiste ncy). Simp le att ributes such as clear formatting, a well-organized heading stru cture, and explicit descriptions of project impacts and mitigation measures facilitate the creation of readable and useful documents. 2565 Alluvial Aven ue, Suite 172, Clov is, Ca liforni J 93611 559.490.1210 www.lsa.net LSA is o business name of I.SA Associates, Inc.
• - Return to TOC : =
LSA

APPROACH
LSA approaches each project with the goal of functi oning as an extension of City staff. Thi s approach gives LSA insight into preparing legally defensible and concise documents that allow for City decision-makers, members of the public, and City staff to easily understand the projects under consideration. Our proximity to the City's office, allows LSA staff to be availability to attend inperson meetings. LSA believes that as the consultant undertaking environmental review assignments or technical studies we can offer:
-ao An ability to quickly gain an understanding of the local environment (both physical and political); 0 A strong anticipatory project management style that allows the City and team to make informed decisions about key issues and the level of effort needed to address them; 0 An ability to work effectively and efficiently with City staff, project proponents, attorneys, and the public; and
• A willingness to be flexible and responsive to the demands and needs of a particular project.

LSA is committed to implementing these characteristics for every project we undertake. Once we are tasked with conducting the environmental review for a particular project, we begin the effort by gathering as much initial information as we can about the project from City staff, a site visit, and often the project architect or engineer. We then prepare a detailed scope of work, a schedule, and a budget.

Our work programs and products are designed to achieve the following key objectives :
~ Maximize the use of existing data that has already been assembled for the project site - we will not reinvent the wheel at the City or applicant's expense. ·• Complete project documentation that provides clear and concise information and level of analysis, is legally sound, and provides the public, agencies, and the City's decision-makers with a complete understanding of the potential environmental consequences of the project.

Our approach is to identify issues early in the process and work diligently with the project team to develop effective solutions. LSA' s ability to del iver spa ns the entire life cycle of a project, starting with opportunities and constraints analyses, and reconnaissance surveys, proceeding through environmental revi ew and approvals, permitting, mitigation monitoring, and construction monitoring. Key strengths that LSA brings to the City of Reedley are as follows:
4!J Understanding of City Staff Needs. Through our experience working w ith public agen cies, we know that City staff can be stretch ed thin by the time and effort required to manage the planning and environmental review process. We believe that the abi lity of LSA staff to work independently of, but in close communication with, staff is one of our greatest assets . We routinely assist staff with public noti cing, the preparati on of staff reports, findings/statem ents of 6/7 /22 (\\lsa~rf ,les.fil~.core. wimlows.net\ ri ro jec ts\000 - PROPOS/\LS\ Reedley On -C all Pt;in ning and CEOA\ LSA_Ser vices.docx) . Re turn to TOC: =
LSA
overriding considerations, and presentations for public hearings . We are adept at responding to questions from decision-making bodies about complex projects and planning issues. • Tenacious Attention to Deadlines and Schedule. LSA frequently works with clients t o develop aggressive schedules to accommodate deadlines as they may relate to project funding, land purchase options, timing of public hearings, or con struction time frames . Schedules may be condensed through early agreement on the project description, swift transmittal of needed data, and shortened review periods. City staff and applicants will find that LSA is exceptionally responsive and will go the extra mile to achieve the agreed-upon schedule(s).

Ii Proactive Project Management. LSA provides comprehen sive, active project management, ensuring overall project quality, coordination and timeliness. Each of LSA's assigned staff members is skilled at anticipating and dealing with issues that may arise during the course of th e project. Rather than postpone difficult issues or unpleasant news, LSA's style is to raise issues early and solve problems .
w- Senior Staff Involvement. LSA is committed to the use of senior-level staff. For any project that LSA undertakes, the LSA team will be directed by a principal of the firm and managed by a senior project manager. The management team will oversee the project, coordinate with City staff, and ensure that all tasks are completed in an efficient, cost-effective, and timely manner.

ID Objective and Impartial Analysis. We undertake our research, analysis, writing and presentations with the aim of providing technically competent and scientifically objective work products . Our contribution to promoting the applicant's objectives is focused on preparing a CEQA document that is technically thorough and conducting the public process in a way that is transparent and accessible. We believe that the be st advocacy is a document that is impartial, above reproach, and legally/technically robust.

The technical experts on our team conduct their analysis to meet the standards and methodologies of the City; they also understand that there may be multiple approaches to address issues and meet standards. LSA Principals and Project Managers have a proven ability to discuss multiple approaches and objectives with the City, legal staff, and applicant (as necessary) and come to an agreement on the approach that best meets the City's needs for complying with State law and the requirements of the decision-makers. Work products mu st be adequate to meet the requi rements of the State CEQA Guidelines, State Planning and Zoning law, NEPA, and National Historical Preservation Act.

LSA'S SERVICES & EXPERTISE
Working with specialists across disciplines, LSA's environmenta l proj ec t man age rs offer dee p knowledge of science and regu lation, soli d probl em-solving skill s, and w ell-round ed sol utions. Thi s balanced appro ach has earned LSA a repu tation fo r th orough, credible, obj ective an alysis th at meet s agency requirements without compromising client s' objectives . LSA's CEQA and NEPA tea ms are supported by a wealth of in-house techni ca l speciali st s. Th e foll owi ng discipline s are highlighted:
environmental analysi s, land-use pl anning/reso urce m anagem ent, agri cultural re so urces, air qu ality and greenhou se gas emissions (GHG), biologica l resources, cu ltu ra l reso urces (in cludi ng archaeology 6/7 / 22 (\\lsaazfiles file.core.winclows.net\ w ojec ts\000 · PROPOSALS\Reedle•/ On-Ca ll Plann ing and CEQ,\\LSJ\_Services doc, ) Return to TOC:
~-=
and historic resources), noise, paleontological resources, transportation/traffic services, water quality.
o Environmental Analysis: Navigating CEQA and NEPA requirements is a critical part of project development in California . LSA offers broad expertise in environmental analysis and can guide projects through all aspects of CEQA and NEPA compliance and mitigation plans. Working across multiple technical disciplines, LSA's environmental planners and specialists combine their knowledge of science and regulation with creative problem-solving skills to provide solutions that are innovative, practical, and efficient. Once a task order has been issued, LSA will review the task order and will assign a Project Manager to meet the needs of the project. LSA's technical expertise includes the following:
,-. Agricultural Resources: LSA's environmental planning staff includes agricultural resources specialists who have a strong understanding of both federal and State farmland conversion analysis requirements. LSA's environmental planning staff is highly adept at evaluating impacts to farmland in accordance with CEQA guidelines, including utilizing the 1997 California Agricultural Land Evaluation and Site Assessment Model prepared by the California Department of Conservation. LSA's environmental planning staff is also skilled at preparing agricultural resource analysis under NEPA and in compliance with Caltrans' Standard Environmental Reference, Section 23-Farmlands. LSA's experience includes preparing Natural Resources Conservation Service (NRCS) Form AD-1006 for noncorridor projects and NRCS Form CPA-106 for corridor projects pursuant to the Farmland Protection Policy Act, which requires extensive coordination with NRCS staff for review and approval. c, Air Quality and Greenhouse Gas: LSA air quality specialists can ensure that the City's projects comply with CEQA/NEPA and local or regional requirements . The LSA Team provides construction -level analyses of air quality impacts for transportation and development projects, identifies unique sources of air pollution (e.g., vessels, airplanes, trains, and industrial equipment), and assesses community health risks while developing community risk reduction plans . LSA uses state-of-the-art computer modeling and current protocols to determine any potential air quality impacts and would apply these tool s to task orders under this contract .
. _1 Biological Resources and Regulatory Permitting: LSA specializes in permitting for projects with impacts on wetlands and endangered species. LSA uses extensive experience in evaluation and effective management of biological resources, jurisdictional wetland delineations, wetland permitting, and threatened and endangered species surveys.

Additionally, the company has impl emented numerous habitat restoration projects, in most cases as mitigation for development. LSA offers technical expertise in wetland science, wildlife biology (including bat exclusion and habitat development}, botany, entomology, soi l science, and native plant horticulture to provide environmenta lly sound so lutions tailored specific to a project. The firm' s proficiency in project analysis has earned LSA a strong reputation for professionali sm and dependability with resource agencies that enable LSA to efficiently navigate th e permitting processes. LSA has a strong understanding of the interrelated regulatory processes and timelines and has developed close professional 6/7 /2 2 (\\lsJa zfil es. f1 loe .cor2. w indow s.net\projec t s\000 · PROPOSALS\Reed ley On-Ca ll Pl;inninB and CE<lA\LS1'\ _Services.clocx ) 4 . ..,_,.

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relationships with key staff members at the various USACE, RWQCB, and CDFW offices throughout Northern California.

Cultural and Historic Resources: LSA can help navigate the full spectrum of federal, State, and local environmental review requirements governing the management and preservation of cultural resources. The firm backs up its knowledge of regulatory framework with region - specific expertise, professional certifications, and fully appointed laboratory facilities. LSA's specialists address regulatory requirements pertaining to archaeology, architectural history, local and regional history, cultural landscapes, Native American consultation, and traditional cultural properties . LSA identifies issues early in the planning and design process, when the most cost-effective solutions are possible, and follows through the required process of approval with responsible and trustee agencies. LSA understands that only projects conducted in native sediment or in areas with buildings greater than 50 years old will require cultural or historic resource work.
•=· Noise: LSA's team of noise experts provides comprehensive acoustical assessment services, including noise and vibration measurement, analysis, mitigation, and noise abatement. LSA will work with the City to develop reasonable assumptions for construction methods, equipment, and duration. LSA will coordinate with both the project design team and the Citts traffic group to analyze operational noise impacts.

L' Paleontological Resources: Paleontological resources (i.e ., fossils) include the preserved remains or other evidence of past life and are protected by various federal, State, and local regulations and requirements. LSA's paleontological resources management is typically conducted through a three-step process: (1) an initial assessment; (2) mitigation, if resources are found to be present; and (3) a final report documenting compliance with all applicable regulations and requirements . LSA has provided professional paleontologists for projects throughout the western United States since 1979, and the firm supports its knowledge of the regulatory framework with region -specific expertise, professional certifications, and fully appointed laboratory facilities. LSA understands that only projects involving activities or disturbance of native sediments would require paleontological resource management work.

Transportation/Traffic Services: LSA's transportation staff offers comprehensive transportation planning and engineering services for all aspects of transportation projects.

These services include traffic and parking studies, operational analyses, and tran sportation planning research . In addition, LSA conducts modeling for region al transportation networks, identifies roadway funding and cost sharing opportunities, and assesses traffic impact and parking conditions. LSA's transportation team is recognized for its creative, solutionoriented approach and its sensitivity to communities, and has supported loca l communities with alternative transportation planning and active transportation implementation. LSA has also been part of the discuss ion regarding numerous State and regional mobility iss ues, such as Complete Streets, General Plan Circulation requirement s, Long-Range Transportation planning, lan d use and transportation integration {Senate Bill [SB] 375 ). Furthermore, LSA is a recognized leader on SB 7 43 knowledge and ha s participated in a number of presentations on SB 743 throughout the State. LSA' s transportation plann ing and engineering staff, CEQA 6/7 /22 (\\l~aac fil es . file.core.windows.net\projects\000 • PROPOSALS\fleedley On-C.1I1 Planning ancl CF.OA\LSA _Services.c1ocx) Re turn to TOC: =
practitioners, and project managers stay abreast of SB 743 and the implications for evaluating transportation impacts under CEQA. LSA is working closely with several jurisdictions statewide on the implementation of SB 743, including the Fresno Council of Governments (COG}, City of Fresno, City of Visalia, City of Long Beach, City of Newport Beach, and County of Orange, with several others in the pipeline. Additionally, LSA has conducted VMT analysis for several types of projects statewide, including General Plans, Specific Plans, land development projects, and transportation projects . LSA also has extensive knowledge and has used the California Statewide Travel Demand Model to extract socioeconomic and VMT data for project use, as well as other regional travel demand models statewide. LSA is currently Fresno COG's on-call consultant for updating, maintaining and implementing Fresno COG's activity-based model. This provides LSA with a strong travel-demand modeling foundation upon which we can conduct more focused additional analysis specific to the City's needs.
r..- Water Quality: LSA's water quality staff members are experts in water quality regulations and standards and have extensive experience analyzing projects pursuant to CEQA and NEPA. LSA applies its expertise to help its clients identify and address water quality issues throughout the life cycle of their projects . LSA's water quality services include water quality analysis for environmental documents (e.g., EIRs, EISs, IS/MNDs, Environmental Assessments), Water Quality Assessment Reports for Caltrans projects, Summary Floodplain Encroachment Reports for Caltrans projects, and peer review of Hydrology Reports and Water Quality Management Plans for development projects for purposes of CEOA compliance.
11 Land-Use Planning/Resource Management: LSA's planning services help in creating livable, practical, and sustainable communities by integrating physical planning with these multiple needs: urban design, economic development, transportation, historic resources, open space, infrastructure, biological resources, and community engagement. Many of LSA's professional staff members are educated and trained as planners before pursuing disciplines in environmental analysis, resource management, and transportation. LSA staff can prepare land use plans as well as policy and regulatory documents for a wide range of development sites, neighborhoods, cities, and regions across the State. Skillful resource management conserves resources while accommodating growth and development. With that in mind, LSA can refine and strengthen relevant concepts and practices, recommend multiple build solutions, and conduct the needed monitoring essential in sustaining resources for each project . LSA can also conduct the ongoing monitoring necessary in today's ever-changing environments, whether urban, suburban, or rural. We tailor services to your needs and draw upon an extensive range of specialists in providing both a broad perspective and the diverse expertise each project require s.

We appreciate the opportunity to provide thi s statement of qualification s and look forward to working with the City on future projects, as we are committed to serving local governm ent. For reference, LSA's Schedule of Standard Contract Provi sions and Billing Rates is attached to thi s Statement of Qualifications .
6/7 /li (\ \ l,actifil es file .core .winrlows .net\rirojects\000 - PROPOSALS\Reedley On·Cctll Pl;innine and CEOA\I.SA_Services .c1oc x) .. -. Return t o TOC: =
We are confident that we have the essential project management, strategic thinking skill s, and multi-disciplinary technical knowl edge to efficiently and effectively prepare high-quality planning and environmental documents for the City. If you have any question s or need further information, please contact Amy at (559) 490-1213 or Kyle at (559) 490-1212.

Sincerely,
LSA Associates, Inc.

Principal
~on r
Associate/Project Manager
Attachment: Schedule of Standard Contract Provi sions and Billing Rates 6/7 /2 2 (\\lsa,diles.f,le.core.winciows.net\ projects\000 • PROPOSIILS\Reecl ley On-C;ill Plilnning ancl CEQII \ LSA_S~ rvices .ci0cx) 7 Return to TOC: .. = -
Exhibit "B"
Compensation
Consultant Service Agreement between the City of Reedley and LSA j,~,
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Planning Environmental
Principal Principal
Associate Associate
Senior Senior
Planner Environmental
Planner
Planner Environmental
Planner
Assistant Assistant
Planner Environmental
Planner
Field Services
Senior Field Crew/ Field Crew
~ C il .! Ill.Ir L,1, s l ~hDAfl l1 r_rJ ~i , ,.·,r, f' ll. •J 1/ l':, n l'l 'i ~ n ;, l:i 11. •- • !; ,; 1"";: J. - E ~
HOURLY Billi NG RATES EFFECTIVE JUNE 2022
Job Classification
l Cu ltural/ I
Transpo rtation Air/Noise
I
Paleonto loglcal Biology ms
Resources i
Principal Principal Principa l Principal Principal ••-
Associa te Associate Associate Associate Associate
Senior Senior Air Senior Cultural Senior Biologist/ Senior GIS Transpo rtation Quality/Noise Resources Botanist/Wi ldl ife Specialist Planner/Engineer Specialist/Noise Manager/ Biologist/Ecologist/ Engine er Paleontologi st Soil Scientist/
l Herpetologist/
Arborist
Transportation , Air Quality/ Cultural Resources Biologist/Bola nist/ GIS Planner/Engineer Noise Specia list/ Manager/ Wildlife Biologist/ Specialist Noise Engineer/ Archaeologi st/ Ecologi st/Soil
Climate Change Architectural Scientist/
Specia list Historian/ Herpetologist/
Paleontologist Arborist
Assistant Air Qua lity/ Cultural Resources Assistant Biologist/ Assistant Transportation Noise Analyst Analyst Botanist/Wildlife GIS Planner/Engineer Biologist/Ecologist/ Specialist
I Soil Scientist/
I
Herpetologist/
Arborist
LS
Hourly Rate
Range 1
•
2 $180-400
i $130-250
$115-200
$85-165
$85-125
----
$85-105
; Office Services
I Graphics • $125-150 - Marketing j $115-195
Office Assistant $85-135
Project Assistant $105-135
Research Assistant/Intern ~ -
Word Processing/Technical Editing l $105-130
1 The hourly rate for work involving actua l expenses in court (e .g., giving depositions or similar expert testimony) will be bi lled at $400 per hour regardless of job classifications.
~ Hourly rates are subject to review at least annually, on or about June 1 of each year, and may be adjusted to reflect changing labor costs at LSA's discretion at that time .

LSA IN-HOUSE DIRECT COSTS EFFECTIVE JUNE 20221
Description t Unit Cost Description
I
Unit Cost
Reproduction (8.5 X 11) 8/W I $0.07 per page Total Station Surveying In strument $50.00 per day Reproduction (8.5 x 11) Color I $0.40 per page Level (Laser or Optical) $25.00 per day Reproduction { 11 x 1 7) 8/W ! $0.10 per page Laser Rangefinder I $25.00 per day -- Reproduction (11 x 17) Color I $0.75 per page Sound Meter I $75 .00 per day CD Production $5.00 per CD Sound Meter with Velocity Transducer l $85.00 per day - USS Flash Drive $5.00 per drive Aerial Photo Cost
Plotting - $3.75 per sq ft Boa t Rental - I $125 .00 per day i Aerial Drone $200.00 per day Water Quality Meter $25.00 per day j Mileage - On-Road Current federal rate Night Vi sion Goggles $50 .00 per unit per night l Mileage --- Off-Road Current federa l rate I Wildlife Camera $2 5.00 per day I - GPS Unit $ 75.00 per day
1 Direct costs shall be reimbursed at cost plus 10 percent.

S:\int;anet-20 12\;icrnunting\Contract Review\S1a ndardCon I rJctProvision; _ 060312 .docx (06/03/2 2) I
I
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Exhibit "C"

INSURANCE REQUIREMENTS
Consultant Service Agreement between the City of Reedley and LSA Minimum Scope of Insurance
Without limiting Consultant's indemnification of the City, and prior to commencement of Work, Consultant shall obtain, provide, and continuously maintain at its own expense during the term of this Agreement, and shall require any subconsultants to obtain and maintain, policies of insurance of the type and amounts described below and in a form satisfactory to the City.
(a) Workers' Compensation. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least one million dollars ($1 000,000)).
(b) General Liability. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG or equivalent, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate , for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. General liability policies shall provide or be endorsed using Insurance Service Office forms CG 20 10 to provide that the City and its officers, officials, employees, and agents shall be additional insureds under such policies. (c) Automobile Liability. If Consultant (or subconsultants) utilizes automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles , in an amount not less than one million dollars ($1 ,000,000) combined single limit for each accident. (d) Professional Liability (Errors and Omissions). Consultant shall maintain professional liability insurance that insures against professional errors and omissions that may be made in performing the Services to be rendered in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement, and Consultant agrees to maintain continuous coverage through a period of no less than one year after completion of the Services required by this Agreement. (e) Proof of Insurance. Consultant shall provide to City, certificates of insurance and endorsements, as required, as evidence of the insurance coverage required herein . Insurance certificates and endorsements must be approved by the City . prior to commencement of performance. Current evidence of insurance shall be kept on file with the City at all times during the term of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
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(f) Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders, Rating of A- (or higher) and Financial Size Category Class VII (or larger), in accordance with the latest edition of Besfs Key Rating Guide, unless otherwise approved by the City.
(g) Enforcement of Contract Provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City, nor does it waive any rights hereunder.
(h) Specifications not Limiting. Requirements of specific coverage features or limits contained in the Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by an insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.
(i) Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with thirty (30) days' notice of cancellation (except for nonpayment for which ten (10) days' notice is required) or nonrenewal of coverage for each required coverage.
(j) Self-insured Retentions. Any self-insured retentions must be declared to and approved by the City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by the City. (k) Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultanf s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
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DATE:

TITLE:

SUBMITTED:

APPROVED:

REEDLEY CITY COUNCIL
~ Consent
D Regular Item
D Workshop
D Closed Session
D Public Hearing
ITEMNO: 8
August 25, 2026
APPROVE AND AUTHORIZE THE CITY MANAGER TO EXECUTE A 60 MONTH PRODUCT LEASE AGREEMENT WITH QUADIENT LEASING USA, INC. FOR A

REPLACEMENT POSTAGE METER MAILING MACHINE
Paul A. Melikian, Assistant City Manager~
Nicole R. Zieba, City Manager itr::

RECOMMENDATION
That the City Council approve and authorize the City manager to execute a 60-month National Association of State Procurement Officials (NASPO) Value Point cooperative lease agreement for $454.15 per month with Quadient Leasing USA, Inc. for a replacement postage meter mailing machine.

NASPO ValuePoint is a public-sector cooperative purchasing program that provides competitively solicited contracts for state and local agencies.

DISCUSSION
United States Postal Services (USPS) regulations require postage meters to be leased or rented rather than purchased. The City has leased its postage meter from Quadient Leasing since 2012, and has been satisfied with the equipment and level of service provided. The machine is used by all City departments, allowing the City to enjoy significant cost savings, security, and convenience over using postage stamps.

A separate City Request for Proposals process is not necessary since NASPO ValuePoint contracts are competitively procured through a lead-state process, and are designed to meet the operational and contracting needs of public agencies. The current contract for $449.00 per month expires in March 2027; however, the vendor has offered the City a special program that allows an equipment upgrade prior to the end of current lease term, and lock in a lower monthly increase of $5.15. The new lease term will automatically commence after the current lease has expired.

Lastly, the new monthly lease amount of $454.15 per month includes a subscription to a software-based system that will have the ability to upload certified tracking numbers directly to the USPS, centralizes the processing of certified mail, and allows for fast and consolidated document tracking functionality. Also, the reduced-price equipment maintenance reflects meter rental, meter resets, postal rate changes, software license/support/subscription fees, delivery, installation, and operator training .

FISCAL IMPACT
The $5.15 increase from the existing lease of $449 per month will begin in April 2027.

ATTACHMENTS
60 Month Product Lease Agreement with Quadient Leasing USA, Inc. r:,\ quadie~t
\!) Leasmg
Government Product Lease Agreement
with Postage Meter Rental Agreement
NASPONaluePoint Contract#: CTR058809
Section (A) Office Information
Office Number Office Name Phone# Date
07/21/2026
Section (B) Billing Information Section (C) Installation Information (if different from billing information) Company Name City of Reedley Company Name City of Reedley OBA Installation Address 845G St
Billing Address 845GSt City State Zip+4 Reedley CA 93654 City State Zip+4 Reedley CA 93654 Contact Name Paul Malakian Phone (559) 637-4200 Contact Name Paul Malakian Phone (559) 637-4200 Contact Title Assistant City Manager Fax Contact Title Assistant City Manager Fax Email Address [email protected] Email Address [email protected] .1 PO# .1 Main Post Office .1 PO 5-Digit Zip Code .J Section (D) Products
Qty Model / Part Number Description (include Serial Number, if applicable) 1 WP3070STDN 30/70lb Scale Stand for IXWP30/70, ISWP30/70 & INWP30/70 ' IXWP30 IX Senes 30 lb Weighing Platform
1 IX7 iX-7 Series Base w/ Mixed Size Feeder, Sealer, Drop Tray & Ink Cartridge 1 IXDS7 Dynamic Weighing Platform for IX Series 7l7PRO Bases 1 IXELD IX Series 7/7PRO Remote Label Dispenser
Section (E) Lease Payment Information & Lease Payment Schedule Tax Status: Number of Monthly Payment
~Taxable
Months (Plus applicable taxes)
0 Tax. Exempt First l ao l $454.15
Certificate attached
Billing Frequency:
• Monthly
0 Quarterly
• Annually
Billing Method:
~ Standard Current Lease Number: N17051028
• Arrears
D ACH (Customer to submit authorization form)
Section (F) Postage Meter & Postage Funding Information Meter Model I IX7 Al I Machine Model I 1X7
Postage Funding Method: Postage Funding Account:
0 Bill Me ~ Prepay by Check ~ POC O TMS
D ACH Debit (Submit customer authorization form) D New D Existing D OMAS D CPU (include authorization form) Existing Account Number:

Agency Code Sub Agency Code
Service Products (Check all that apply)
~ Online Postal Rates iMeter™ App (SP10)
0 Online Postal Expense Manager iMeter™ App (SP20/NeoStats) 0 Online E-Services with Electronic Return Receipt iMeter™ App (SP35) D S.MAR T. Online - USPS Shippin.9
0 4G/5G Cell Service
~ Maintenance
~ lnstallatlon!Training
D Software Support for premise (non-cloud) solutions
Section G A roval
Existing customers who currently fund the Postage account by ACH Debit will not be converted to the Postage Funding Account unless initial here ___ .

This document consists of a Government Product Lease Agreement with Quadient Leasing USA, Inc.; and a Postage Meter Rental Agreement, and Online Services and Software Agreement with Quadient, Inc.; and a Postage Funding Account Agreement with Quadient Finance USA, Inc. Your signature constitutes an offer to enter into such agreements, and acknowledges that you have received, read, and agree to all applicable terms and conditions (version Govemment-Equipment-Lease-Terms-USPS-DealerV11-2023), which are also available at https://quadientterms.com/Govemment-Equipment-Lease-Terms-USPS-Oealer-V11-2023-CA, and that you are authorized to sign the agreements on behalf of the customer identified above. The applicable agreements will become binding on the companies identified above only after an authorized individual accepts your offer by signing below, or when the equipment is shipped to you.

Guided by Quadient, lnc.'s Sustainable Design and Responsible Manufacturing Policy, our Products may contain reused components. For more Information visit https://www.quadient.com/about-us/sustainable-design-and-manufacturing. ******* SEE PURCHASE ORDER ******
Authorized Signature
Accepted by Quadient Inc. and its Affiliates
Quadient Leasing USA Inc., 478 Wheelers Farms Rd, Milford CT 06461 Print Name and Title Date Accepted
Date Accepted
1431 -01121126 16 02.23 · 2e, 2 Government-Equipment-Lease-Terms-Dealer-USPS -V11 -2023 (PF) /:,\ quadie~t
\l) Leasmg
Why Wait Program Agreement
The Quadient Leasing Why Wait program entitles you to upgrade your Quadient equipment up to 9 months prior to the end of the term of your Current Lease. Your new lease term will automatically commence and billing will begin after your Current Lease has reached the end of its current term. The transition from your Current Lease to the New Lease will be seamless.

By electing to participate in this program, you agree to the following:
• You agree to continue making payments on lease number N22031912 through the end of its Initial Term or, if applicable, the current Renewal Term.
• The term of the new lease, being signed concurrently with this agreement, ("New Lease") will commence when the Current Lease reaches the end of its Initial Term or, if applicable, the current Renewal Term. • The Products that are subject to the Current Lease will be replaced with the Products identified in the New Lease for the remainder of the Current Lease's Initial Term or, if applicable, the current Renewal Term . • If a subscription to the Impress Platform is included on the New Lease, then any associated Usage Fees will be in addition to the payments on the Current Lease and the New Lease. • The replaced products from the Current Lease must be returned to us within thirty (30) days of the effective date of this agreement.

Company: City of Reedley
Signature:

Name (printed): ___________ _
Title:

Date:

Company: Quadient Leasing USA Inc.

Signature :

Name (printed): ____________ _
Title:

Date:

REEDLEY CITY COUNCIL
DATE: August 25, 2026
~ Consent
D Regular Item
D Workshop
D Closed Session
D Public Hearing
ITEM NO: er ----
TITLE: APPROVE AND AUTHORIZE THE CITY MANAGER TO SIGN THE NONEXCLUSIVE LICENSE AGREEMENT BETWEEN CALIFORNIA FRESH

FARMERS MARKET ASSOCIATION AND THE CITY OF REEDLEY TO

OFFER RECURRING EVENTS WITHIN PIONEER PARK
SUBMITTED: Sarah Reid
Community Services Director
Rodney L. Horton l\ ~ Community Development Director~
APPROVED: Nicole R. Zieba
City Manager

RECOMMENDATION
Approve and authorize the City Manager to sign the Non-exclusive License Agreement between California Fresh Farmers Market Association and the City of Reedley to provide a recurring farmers market within Pioneer Park.

BACKGROUND
In April 2026, City staff met with Peter DeYoung of the California Fresh Farmers Market Association to discuss the opportunity for a partnership to offer a recurring farmers market event in Pioneer Park. The farmers market event would occur on a weekly basis, every Saturday from 3:00 p.m. to 9:00 p.m. The event will not occur during City-sponsored events, such as Fiesta.

The California Fresh Farmers Market has a successful track record of hosting farmers markets in Fresno, particularly River Park and the Tower District. The General Plan identifies Pioneer Park as a Community Park.

Additionally, the General Plan also notes that community parks are an important component of Reedley's quality of life and create stronger community ties which are crucial factors in the city's long-term growth. Having a regular farmers market event will help to further fulfil the General Plan's vision of place-making while utilizing one of the city's most visible community park in downtown Reedley.

City staff is recommending entering into a long-term agreement with California Fresh Farmers Market Association to host events on a monthly basis for up to one year, with the agreement expiring on August 25, 2027. Under the agreement, the California Fresh Farmers Market Association will be required to acquire an annual business license, provide a certificate of insurance, and to provide a site plan and security plan to the Chief of Police to review and approve should alcohol be incorporated in any of the markets.

ENVIRONMENTAL FINDINGS
Staff has conducted a review and has determined that it is exempt from CEQA pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15061 (b)(3) under the common sense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Because the proposed action is for Council to approve an agreement with the California Fresh Farmers Market Association for the purposes of providing recurring farmers markets, it can be seen with certainty that there is no possibility that approving an agreement may have a significant effect on the environment. Therefore, this action is exempt from CEQA pursuant to CEQA Guidelines Section 15061 (b)(3).

FISCAL IMPACT
There is no fiscal impact to the City of Reedley.

ATTACHMENTS

1. License Agreement

2. Site Plan

LICENSE AGREEMENT
This is a License Agreement (hereinafter "LICENSE"), by and between the City of Reedley (CITY), a political subdivision of the State of California, and Peter De Young, an individual of Fresno and Executive Director and Founder of the California Fresh Farmers Market Association, Fresno, California (LICENSEE).

1. Description of Licensed Premises. CITY is the owner of Pioneer Park which is a public park (hereinafter "PARK"), located at the corner 8th and G street, right across from the Reedley Police Department and City Hall. PARK has a pavilion, picnic tables, bandshell, gazebo, and restrooms. Electrical power outlets are available at certain locations in the park which are available for these events. LICENSEE may use the CITY premises solely for the purpose of Food Truck Event in the area described in "Exhibit A" attached hereto and incorporated by this reference.

2. Term and Termination. The term of this LICENSE shall consist of a term of one (1) year expiring at midnight on August 25, 2027. LICENSEE may extend this LICENSE for an additional 12-month period with notification in writing signed by both parties prior to the subsequent LICENSE period. Prior to the end of the LICENSE, LICENSEE or CITY may terminate this lease upon 30 days written notice with or without cause.

3. Fees and Licenses. LICENSEE must comply with CITY Business License requirements .

4. Use/ Service Provided. LICENSEE shall use the premises for weekly farmers market event on Saturday evenings, setup time 12:00pm-3:00pm, event time 3:00pm-9:00pm, clean up time 9:00pm-10:00pm. Dates must be provided to the CITY at least 60 days prior to the event to ensure the date is available. The event description includes produce, food, entertainment and merchant vendors. Any new attraction not covered in this LICENSE must receive prior approval from the CITY.

5. Maintenance of Premises. LICENSEE shall at all times keep the premises in a neat, safe, and sanitary condition. LICENSEE is responsible for leaving the PARK in the same condition it was found. Vehicles are not allowed to drive on the grass or in the 1 PARK space. All trash and waste created from the event is the responsibility of the LICENSEE. LICENSEE must arrange disposal services with Mid Valley Disposal and is responsible for all fees and cost associated with the disposal service.

6. Event Safety. If alcohol is provided for purchase, LICENSEE is required to provide security at the level that is required for Special Events. Adequate security personnel or trained volunteers as required by the Chief of Police. The company must have a business license with the CITY. LICENSEE shall provide a site plan and security plan to the Chief of Police and receive approval prior to the event.

7. Consumer Food Community Event Requirement. LICENSEE is responsible for complying with all Fresno County Health Department requirements as related to Community Events. LICENSEE must meet all Fresno County Health Department deadlines for submitting paperwork and will be responsible for all Fresno County Health Department fees and coordinating inspections. Food vendors are required to meet all Fresno County Community Event Food Vendor Requirements. Current standards and applications are available on the Fresno County Health Department website.

8. Vendor Release, Waiver and Indemnity Agreement. Prior to each event, LICENSEE is required to have all participating vendors fill out and sign the City of Reedley Release, Waiver, and Indemnity Agreement, attached hereto as Exhibit "B". A copy of all completed waivers must be delivered to the City within 48 hours of the event date in order to receive approval to hold the next event.

9. Indemnification. Except for the sole negligence of CITY, LICENSEE shall defend, indemnify and keep and hold CITY, including City's officers, employees, agents, their successors and assigns, harmless from any and all costs, liability, damage, or expense (including costs of suit and fees and expenses of legal services) claimed by anyone by reason of injury to or death of persons, or damage to or destruction of property, including property of LICENSEE, sustained in, on , or about the demised premises or arising out of LI CENSEE's use or occupancy thereof, as a proximate result of the acts or omissions of LICENSEE, its employees and agents, or its contractors, licensees, invites or subtenants, their successors and assigns or arising out of the condition of the property. 2 CITY shall, by appropriate, written notice to LICENSEE, advise LICENSEE as soon as practicable regarding any potential liability of LICENSEE under this Section.

10. Insurance Requirements.
i. Commercial General Liability
a. Licensee shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Licensee's general liability policies shall be primary and shall not seek contribution from the City's coverage, and be endorsed using Insurance Services Office form CG 20 10 (or equivalent) to provide that City and its officers, officials, employees, and agents shall be additional insureds under such policies. For construction projects, an endorsement providing completed operations coverage for the additional insured, ISO form CG 20 37 (or equivalent), is also required.
b. Any failure to comply with reporting provisions of the policies by Licensee shall not affect coverage provided the City.
c. Coverage shall state that Licensee insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
d. Coverage shall contain a waiver of subrogation in favor of the City. ii. Business Automobile Liability
a. Licensee shall provide auto liability coverage for owned, non-owned, and hired autos using ISO Business Auto Coverage form CA 00 01 (or equivalent) with a limit of no less than two million dollars ($2,000,000) per accident. iii. Workers' Compensation and Employers' Liability
a. Licensee shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liabil ity Insurance with limits of at least one million dollars ($1,000,000). Licensee shall submit to City, along with the certificate of insurance, a waiver of subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.
iv. All Coverages
3 a. Each insurance policy required by the agreement shall be endorsed to state that coverage shall not be suspended, voided, cancelled , or reduced in limits except after thirty (30) days' prior written notice has been given to the City, except that ten (10) days' prior written notice shall apply in the event of cancellation for nonpayment of premium.
b. All self-insurance, self-insured retentions, and deductibles must be declared and approved by the City.
c. Evidence of Insurance - Prior to commencement of work, the Licensee shall furnish the City with certificates, additional insured endorsements, and waivers of subrogation evidencing compliance with the insurance requirements above.

The Licensee must agree to provide complete, certified copies of all required insurance policies if requested by the City.
d. Acceptability of Insurers - Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. e. Enforcement of Contract Provisions (non estoppel). LICENSEE acknowledges and agrees that any actual or alleged failure on the part of the CITY to inform LICENSEE of non-compliance with any requirement imposes no additional obligations on the CITY, nor does it waive any rights hereunder.
f. Specifications not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.
g. Notice of Cancellation. LICENSEE agrees to oblige its insurance agent or broker and insurers to provide to Agency with thirty (30) days' notice of cancellation (except for nonpayment for which ten (10) days' notice is required) or nonrenewal of coverage for each required coverage.

11. General Provisions. The following general provisions apply to this Agreement:
a. Full Understanding of the Parties. This LICENSE represents the total and complete understanding of the Parties. Any other oral understandings or other prior understandings shall have no force or effect. This LICENSE is intended to be 4 comprehensive as an integrated agreement containing all of the understandings and contractual obligations of the parties.
b. Further Assurances. The CITY and LICENSEE agree to cooperate fully in carrying out the terms and conditions of this LICENSE, including the execution of such documents or taking further action that may be necessary to carry out the purposes and intent of this LICENSE.
c. Compliance with Laws and Regulations. The Parties shall comply with all applicable laws and regulations in performing any rights or obligations of this LICENSE, or which may be applicable to the Airport.
d. Severability. If any provision in this LICENSE is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force and effect without being impaired or invalidated in any way. Each and every provision required by law to be inserted into this LICENSE shall be deemed to be inserted herein, and the LICENSEE shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon application of either Party, this LICENSE shall forthwith be physically amended to make such insertion or correction. e. Amendment. The terms of this LICENSE shall not be amended in any manner except by written agreement signed by the Parties.
f. Headings and Captions. The clause headings or captions appearing in this LICENSE have been inserted for the purpose of convenience and ready reference.

They do not purport to and shall not be deemed to define, limit, or extend the scope or intent of the clauses to which they appertain.
g. Authorized Representative. Each signatory to this LICENSE on behalf of an entity other than an individual, represents and warrants that he or she is the duly authorized representative of the Party for whom the signatory executes this LICENSE and may bind such entity to this LICENSE.

EXECUTION
Wherefore, the Parties hereto, by their signatures herein below, enter into this LICENSE effective as of the Effective Date.
5 Signed:

Print Name: Nicole R. Zieba
Title: City Manager

LICENSEE
Signed:

Print Name:

Title:

Peter De Young
An Individual
Date:
----------
Date:
----------
6 Key
Fresh Produce Tented Food
Specialty Foods Grafters / Community
Food Trucks
DATE:

TITLE:

By:

SUBMITTED:

APPROVED:

August25,2026

REEDLEY CITY COUNCIL
~ Consent
D Regular Item
D Workshop
D Closed Session
D Public Hearing
ITEM NO: \0 ----

APPROVAL OF ITEMS PERTAINING TO THE SENIOR CONGREGATE
MEAL PROGRAM AT THE REEDLEY SENIOR CENTER:

A) ADOPT RESOLUTION NO. 2026-054 AUTHORIZING THE CITY
MANAGER TO EXECUTE CONTRACT NO. 27-0171 AND ALL

SUPPORTING DOCUMENTS WITH THE FRESNO-MADERA AREA

AGENCY ON AGING (FMAAA)
B) ADOPT RESOLUTION NO. 2026-055 AMENDING THE 2026-27 CITY OF REEDLEY ADOPTED BUDGET APPROPRIATING $500 IN FUND
027 SENIOR CITIZENS NUTRITION GRANT TO FUND THE SENIOR

CONGREGATE MEAL PROGRAM
Madison Mitchell
Recreation Sup
Sarah Reid
Community Se
Nicole R. Zieba
City Manager

RECOMMENDATION
Approval of items pertaining to the Senior Congregate Meal Program at the Reedley Senior Center: A) Adopt Resolution No. 2026-054 authorizing City Manager to execute Contract No. 27-0171 and all supporting documents with the Fresno-Madera Area Agency on Aging (FMAAA) and B) Adopt Resolution No. 2026-055 amending the 2026-27 City of Reedley Adopted Budget appropriating $500 in Fund 027 Senior Citizens Nutrition Grant to fund the Senior Congregate Meal Program.

EXECUTIVE SUMMARY
For many years the City of Reedley has partnered with the FMAAA to provide meals for senior citizens 60 years and older. This program supplies more than just a well-balanced meal for seniors, but also a place to gather in the company of others while socializing with friends.

Seniors are required to call in the day before and reserve the lunch for the next day. 1 There is no fee to participate, but the program does accept donations. New this year, FMAAA introduced a new food vendor, providing seniors with a refreshed menu and great options. There have been multiple positive comments and the new food items have been well received the past two months.

The funding provided in the amount of $34,000 will cover a portion of staff time who are associated with this program.

FISCAL IMPACT
The 2025-26 contract with FMAAA was for $33,500. The contract for 2026-27 has increased by $500. Staff assumed the same appropriations during the budget process as contracts with FMAAA were not available yet. Budget Amendment 2026-055 requests $500 in full time salaries for the additional funding received this fiscal year.

ATTACHMENT

1. Resolution No. 2026-054

2. Budget Amendment No. 2026-055

3. Contract no. 27-0171, Title Ill C1 Congregate Nutrition, Site Management 2 RESOLUTION NO. 2026-054

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REEDLEY TO

APPROVE ANO AUTHORIZE THE CITY MANAGER TO EXECUTE THE
CONTRACT(S) LISTED ON PAGE 1 OF THIS AGREEMENT WITH THE FRESNOMADERA AREA AGENCY ON AGING FOR THE TIME PERIOD OF THIS CONTRACT COMMENCING NO LATER THAN JULY 1, 2026, ANO ENDING NO LATER THAN JUNE 30, 2027, INCLUDING ANY SUBSEQUENT AMENDMENTS ANO ALL NECESSARY SUPPORTING DOCUMENTS.

WHEREAS, the City of Reedley operates Senior Citizen Programs in the Community; and WHEREAS, the Fresno-Madera Area Agency on Aging provides grants for Senior Citizen programs; and
WHEREAS, the City of Reedley applies for and has secured grants on a continuous basis for many years and has been required to execute grants on a yearly basis.

NOW, THEREFORE, BE IT RESOLVED that the City of Reedley City Council to approve and authorize the City Manager to execute contracts with the Fresno-Madera Area Agency on Aging on behalf of the City of Reedley.

This foregoing resolution is hereby adopted this 25 day of August, 2026, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Matthew Tuttle, Mayor
ATTEST:

Ruthie Greenwood, City Clerk

BUDGET AMENDMENT
RESOLUTION 2026-055
The City Council of the City of Reedley does hereby amend the 2026-2027 Budget as follows:

SECTION I - ADDITIONS
Account Number AccountDescri'pti'on Amount
027-4695.1010 Sr Nutrition FT Wages I $ 500
Total $ 500
Purpose: The contract for 2026-27, has increased by $500. Staff assumed the same appropriations during the budget process as contracts with FMAAA were not available yet. Budget Amendment 2026-055, requests $500 in full time salaries for the additional funding received this fiscal year.

SECTION II - SOURCE OF :FUNDlNG
Account Number Account Description Amount
027-3805 Federal FMAAA Sr Nutrition Grant I $ 500
Total $ 500
Impact: 2025-26 contract with FMAAA was for $33,500. The contract for 2026-27, has increased by $500. Budget Amendment 2026-055, requests $500 in full time salaries for the additional funding received this fiscal year.

REVIEWED:

Assistant City Manager cityManager
The foregoing resolution was approved by the City Council of the City of Reedley on August 25, 2026 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN: APPROVED:

Matthew Tuttle, Mayor
ATTEST:

Ruthie Greenwood, City Clerk
Docus1gn Envelope ID: 434EB517-95C8-8050-83CE-1B8E7D9BE20E Fresns~ dera
June 30, 2026
Nicole R. Zieba, City Manager
City of Reedley
1733 9th Street
Reedley, CA 93654
City Manager Zieba,
Agency on Aging
Change The Way You Age
The Fresno-Madera Area Agency on Aging's Governing Board has approved an award of Older American Act (OAA) funds to the City of Reedley as follows:

Contract no. 27-0171, Title Ill Cl Congregate Nutrition, Site Management Reedley Senior Center $34,000 Maximum Expenditure
Please note, grant awards are contingent on sufficient funds made available from the State of California to the Agency on Aging and/or by the United States Government or the Budget Acts of the appropriate fiscal years for the purpose of these programs.

We will send the contract documents for completion and signature via DocuSign. Page i, Documents Required to Execute Contract, serves as a guide. All components will be provided electronically, and no physical copies are required. Exhibit B - Budget {Excel template) and Exhibit E - Program Narrative {Fillable PDF), included with this letter, are to be completed electronically and uploaded to DocuSign. DocuSign recipients were selected based on the 2026 Contract Contacts Update. Please contact [email protected] if signature permissions need to be changed.

Pending finalization of the Fiscal Year 2025-2026 Agreement, this letter serves as your authority to provide Title Ill Cl Congregate Nutrition Site Management under Contract No. 27-0171 effective July 1, 2026. This authorization remains in effect through August 31, 2026, or until the Agreement is fully executed, whichever occurs first.

The completed Agreement must be finalized and returned to FMAAA by Friday, August 14, 2026, forty-five (45) days from the date of this letter (Terms and Conditions Declaration, Article II. Agreement}. If additional time is required (e.g., for governing board or city council approval), written notice must be provided to FMAAA prior to the expiration of the forty-five (45) day period.

Please contact me at 559-319-0863 with any questions.

Sincerely,
~
Signed by:
1/,;,~ 'lJ. 11>~
F7C18C4205AB492 ...

Hillaree Bennett
Program Director
[email protected]
Fresno-Madera Area Agency on Aging
Phone: (559) 214-0299 Toll-Free: (800) 510-2020 Email: [email protected] Web: www.fmaaa .org Address: 2520 W Shaw Lane, Suite 101A, Fresno, CA 93711 Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E Documents Required To Execute Contract
FMAAA requires all contract documents to be completed and submitted electronically through DocuSign within forty -five (45} days of the contract's Initial Letter date (Article II. Agreement} . Providers must ensure all assigned sections and required signatures are properly completed as designated . Signature permissions are assigned based on the 2026 Contract Contacts Update . For questions, assistance, technical issues, or updates to signature permissions, please contact Miles Robinson at mrobinson@fmaaa .org .

The following contract documents require signatures and/or typed entries via DocuSiqn. • Page 2, Area Plan Grant Award Contract Signature Page • Must include signature of individual named in Exhibit E as having primary, hands-on involvement & oversight of day-to-day operations; and signature of individual authorized by governing board to execute the contract (see Appendix A). • Appendix A, Resolution of Authorization to Contract
• Must contain the signature of the Chair of the service provider's governing board. Appendix A is required and may be uploaded separately in DocuSign along with any additional board resolution documentation required by the provider's governing board.
• Appendix B, Contractor Certification Clauses
• Must contain signature of individual authorized by governing board to execute the contract (see Appendix A). • Appendix C, Information Integrity and Security Statement • Must contain the signature of the individual authorized by the governing board to execute the contract (see Appendix A).

Also check appropriate box under "Certify" at bottom of page 2 to indicate 128-bit Encryption compliance status. • Appendix D, Method of Providing Audit Compliance
• Exhibit F, Service Provider Emergency Resource Information The following documents must be completed outside of DocuSign and then uploaded to DocuSign for submission. • Appendix K, Request for Taxpayer Identification Number and Certification (W-9} • Part II, Certification, must contain signature of individual authorized by governing board to execute the contract (see Appendix A). Only page 1, signature page required (do not submit pages 2-6}. • Exhibit B, Budget
• Email Excel version to [email protected] and [email protected]; and attach to the Documents Upload Page at the end of the contact file .
• Exhibit E, Program Narrative
• Complete editable pdf version sent via email and attach to the Documents Upload Page at the end of the contact file .

Please attach the following to the Docusign Documents Upload Page at the end of the contract file. • List of all proposed subcontractors for this Agreement (if any), • Following review of Agency on Aging contract, copy of proposed contract template to be used for subcontractors.

D Certificate(s) of Insurance
• Please review Article XV of Agreement prior to arranging for certificate to ensure all contractual requirements for insurance certificate are met and specific contract language included on certificate.

D IRS Determination Letter of Tax-Exempt Status
• Only if a non-governmental organization
D Organizational chart, including names and position titles for contracted program • Job Description and Resume
• For the individual named on Exhibit E, page 5, who has primary, hands-on involvement and oversight of the day-to-day operations of the contracted program
• List of Governing Board members
• List of Advisory Council or Advisory Committee members (if applicable) D Current documents (i.e. flyers, brochures) used to promote the contracted program D CDA Privacy and Information Security Awareness Training Certificates Documents Required to Execute Contract
Health Insurance Counseling and Advocacy Program
FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E Fresno-Madera Area Agency on Aging

CONTRACT SUMMARY OF CHANGES
Section Current Language in
Existing Contract
Article I. "Subcontract" means any
Definitions form of legal agreement
And between the Contractor and
Resolutions of the Subcontractor, including
Language an agreement that the
Conflicts, Contractor or Subcontractor
Section X would consider to be a
contract, including vendor
type Agreements for
providing goods or services
under this Agreement.

Article V. The contractor and its
Assurances, subcontractor shall comply
Section L with the Governor's
Executive Order B-06-11,
which bans expenditures on
promotional and marketing
items colloquially known as
"S.W.A.G." or "Stuff We All
Get."
Programs: Area Plan Programs
Contract Term: July 1, 2026 through June 30, 2027
Reason for
New/Amended Language in New Contract Change
"Subcontract" Any form of legal agreement between the Clarification Contractor and the subcontractor, including an
agreement that the Contractor or subcontractor would
consider to be a contract, including vendor type
Agreements for providing goods or services for the
subcontractor to carry out part of a federal award
received by the Contractor under this Agreement. It does not include payments to a contractor or payments to an
individual that is a beneficiary of a federal program.

1. In 2011, Governor Jerry Brown issued an Clarification executive memo that has banned state agencies
and departments from spending taxpayer money
on promotional items, which he named
"S.W.A.G".

S.W.A.G. stands for "Stuff We All Get." The
executive memo has not been overturned and is
still in effect; accordingly, all entities that receive state funds must adhere to the executive memo.

SPECIFIC EXAMPLES OF S.W.A.G.

In the executive memo, Governor Brown
named specific items that constitute S.W.A.G.,
which he defined as "free giveaway and gift
items," including key chains, squeeze toys,
pens, hats, trinkets, shirts, cups, flashlights,
ashtrays, and other "unnecessary" items. This
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1B8E7O9BE20E Fresno-Madera Area Agency on Aging

CONTRACT SUMMARY OF CHANGES

2. Programs: Area Plan Programs
Contract Term: July 1, 2026 through June 30, 2027
Is not an exhaustive list.

Ultimately, there is no specific case law
defining SW.A.G.; each case is unique. AAAs
and their contractors must assess whether an
item is either S.W.A.G., or an allowable
expense. The decision to proceed with the
purchase at issue as an allowable expense
requires the AAA or contractor to maintain a
record and keep a written justification
regarding the purchase in its procurement file,
as discussed below.

KEEPING WRITTEN JUSTIFICATION FOR

PROCUREMENT
If the AAA or contractor determines that it is
moving forward with the purchase of a
promotional item, it should comply with the
procedures outlined in SCM Vol 2. Chapter 400,
section 401 :

Promotional Materials-401
Prior to conducting a purchase for promotional
materials, written justification must be kept in
the procurement file supporting how the
purchase of promotional materials meets the
departmental mission and the AAA 's [or
contractor's] business needs. Written
justifications should include a description of
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E Fresno-Madera Area Agency on Aging

CONTRACT SUMMARY OF CHANGES
Article VII. New
Budget and
Programs: Area Plan Programs
Contract Term: July 1, 2026 through June 30, 2027
the type of event(s) and how the promotional
material(s) will be used.
[See:https://www.dgs.ca.gov/PD/Resources/S
CM/TOC/2/2-8, All expenditures of public
funds must support the Department's function,
purpose, and benefit the state.]

3. FUNCTIONALITY AS AN ASSESSMENT
FACTOR
In conducting its analysis on whether a
promotional item constitutes S.W.A.G. or should
be deemed an allowable expense, the AAA or
contractor may consider: . The functionality of the item, • Whether the item is given to a targeted group
of people vs. to the general public,
• Whether the items are to be used for
promotional purposes in support of the
departmental mission and the AAA's or
contractor's business needs.

4. AAAs and their contractors should work with their
counsel to determine whether a promotional item
may constitute S.W.A.G. If the AAA or their
contractor deems the item an allowable expense,
this will trigger the requirement to maintain written
justification in its procurement files.

Modified Total Direct Cost (MTDC) means all direct Clarity in salaries and wages, applicable fringe benefits, materials definition of Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7O9BE20E Fresno-Madera Area Agency on Aging

CONTRACT SUMMARY OF CHANGES
Budget
Revisions,
Section C,
Item 1
Article VIII. New
Payment,
Sections C, D,
and E
Article XIV. Contractors that expend
Audit $750,000 or more in federal
Requirements, funds shall arrange for an
Section C, audit to be performed as
Item 1 required by the Single Audit
Act of 1984, Public Law 98-
502; the Single Audit Act
Amendments of 1996, Public
Programs: Area Plan Programs
Contract Term: July 1, 2026 through June 30, 2027
and supplies, services, travel, and up to the first $50,000 Modified of each subaward (regardless of the period of Total Direct performance of the award). MTDC excludes In-kind Cost
contributions, equipment, capital expenditures, charges (MTDC) for patient care, rental costs, tuition remission,
scholarships and fellowships, participant support costs and the portion of each award in excess of $50,000.

Other items may only be excluded when necessary to
avoid a serious inequity in the distribution of indirect costs, and with the approval of the cognizant agency for indirect costs. [45 CFR 75.2]
C. The Agency on Aging shall process and approve Clarification reported expenditures that are based upon actual, not
estimated expenditures. The Agency on Aging shall
notify the Contractor of any disputed expenditures.

D. The Contractor shall submit timely expenditures to the Agency on Aging. Late expenditures may lead to a delay
in payment until the following month.

E. Upon written request by the Agency on Aging, the
Contractor must submit additional documentation or
justification to support the reported expenditures.

Contractors that expend $1,000,000 or more in federal Clarification funds shall arrange for an audit to be performed as
required by the Single Audit Act of 1984, Public Law 98- 502; the Single Audit Act Amendments of 1996, Public
Law 104-156; 2 CFR §200.501 to 200.521; and 45 CFR
§75.501 to 75.521. A copy shall be submitted to the
Agency on Aging's physical address:

Oocusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7O9BE20E Fresno-Madera Area Agency on Aging

CONTRACT SUMMARY OF CHANGES
Law 104-156; 2 CFR
§200.501 to 200.521; and 45
CFR §75.501 to 75.521. A
copy shall be submitted to the
Agency on Aging's physical
address:

Article XIV. Ensuring that subcontractors
Audit expending $750,000 or more
Requirements, in federal awards during the
Section G, subcontractor's fiscal year
Item 1 have met the audit
requirements of 2 CFR
§200.501-200.521 and 45
CFR ~75.501-75.521.

Article I. New
Definitions
And
Resolutions
Of Language
Conflicts.

Section EE.

Programs: Area Plan Programs
Contract Term: July 1, 2026 through June 30, 2027
Ensuring that subcontractors expending $1,000,000 or Clarification more in federal awards during the subcontractor's fiscal year have met the audit requirements of 2 CFR
§200.501-200.521 and 45 CFR §75.501-75.521.
"Wait List" means a list of individuals eligible for an OAA Clarification service, established and maintained by the service
provider, when the service provider has reached
capacity and is unable to provide the OAA service to all eligible individuals who request the service.

Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E Area Plan Grant Award
Table of Contents
Documents Required to Execute Contract ................................................................... i CONTRACT ................................................................................................. ................ 1 AREA PLAN GRANT AWARD TERMS AND CONDITIONS DECLARATION ......... 3 Article I.

Article II.

Article 111.

Article IV.

Article V.

Article VI.

Article VII.

Article VII I.

Article IX.

Article X.

Article XI.

Article XI I.

Article XI 11.

Article XIV.

Article XV.

Article XVI.

Article XVI I.

Article XVI 11.

Article XIX.

Article XX.

Definitions and Resolutions of Language Conflicts ..................... 3 Agreement ................................................................................... 6 Term of Agreement.. .................................................................... 6 Reasonableness of Compensation .............................................. 7 Assurances .................................................................................. 7 Funds ........................................................................................ 33 Budget and Budget Revision .. ................................................... 37 Payment .................................................................................... 41 Subcontracts ............................................................................. 42 Records and Reports ................................................................. 45 Property ..................................................................................... 4 7 Access ....................................................................................... 51 Monitoring and Evaluation ......................................................... 51 Audit Requirements .......................................................... ......... 52 Insurance ................................................................................... 58 Donations ....................................................................... ........... 60 Termination ....... .. .. ................................ ............... ... ... ............... 61 Remedies and Appeal Process ......... ......... .......... ..................... 64 Amendments, Revisions or Modifications .............. ......... ........... 64 Notices ........................................................ .............................. 65 Area Plan Grant Award
Table of Contents
ii FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

APPENDICES
Area Plan Grant Award
Table of Contents (Continued)
Resolution of Authorization to Contract ...................................................... Appendix A Contractor Certification Clauses ......................... .. ....................................... Appendix B Information Integrity and Security Statement ........................................... .. Appendix C Method of Providing Audit Compliance ...................................................... Appendix D Required Reports and Due Dates .. ............................................................. Appendix E Sanction Policy .................................................. ............. ........ ..................... Appendix F Appeal Procedure for Service Providers .................................................... Appendix G Fresno-Madera Area Agency on Aging Contact List for Service Providers ..... Appendix H Fresno-Madera Area Agency on Aging Emergency Contact Information .......... Appendix I Community Focal Points List ........................ ....... ..... ................................. .. Appendix J Request for Taxpayer Identification Number and Certification .... ............. ... Appendix K

EXHIBITS
Program Exhibit.. ..... .... .. ..... .... ......................................................................... Exhibit A Budget ........................... ................................................................................. Exhibit B Annual Summary of Activities ................................... .............. ... ...................... Exhibit C Program Cost Efficiency ......... ........................... ......................................... ..... Exhibit D Program Narrative .. .. ....... .... ....... ... .. ... ........... ......... .. .. .......... ........................... Exhibit E Service Provider Emergency Resource Information .................... ..... ... ............ Exhibit F

ADDITIONAL DOCUMENTS
CDA Privacy and Information Security Awareness Training Requirement ....... ............ .

DocuSign Documents Upload Page .. .......... ..... ... .... ........... ........ .. .......... .... .. ..... ......... . .

Area Plan Grant Award
Table of Contents
iii FY 2026-2027
II
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

CONTRACT BETWEEN

CITY OF REEDLEY

AS SERVICE PROVIDER
AND

FRESNO-MADERA AREA AGENCY ON AGING
(HEREINAFTER REFERRED TO AS AGENCY ON AGING}
2520 WEST SHAW LANE, SUITE 101A, FRESNO, CA 97311
MAILING ADDRESS: 2037 WEST BULLARD AVENUE, #512, FRESNO, CA 93711 A. Name and principal address of service contractor (hereinafter referred to as service provider):

City of Reedley
100 North East Street
Reedley, CA 93634
B. The starting date of this Agreement shall not precede the date the Agreement is signed by both parties hereto. The term of this Agreement is from July 1, 2026 to June 30, 2027, subject, however, to earlier termination as provided herein.

C. No expenditure or obligation for the funding allocation for the July 1, 2026 through June 30, 2027 period may be incurred after June 30, 2027.

D. Maximum funds available for the following program, contingent upon sufficient funds made available from the State of California to the Agency on Aging and/or by the U.S. Government or the Budget Acts of the appropriate fiscal years for the purposes of this program:

Approved by Fresno-Madera Area Agency on Aging Governing Board on May 13, 2026.

Federal Granter: U.S. Department of Health and Human Services Pass Through Grantor: Fresno-Madera Area Agency on Aging Older Americans Act Title: Title Ill C1 Congregate Nutrition, Federal CFDA No. 93.045 Contract No.: 27-0171 I Service: Site Management
Site Funding Period: Contract Period Grant Amount
Reedley Senior Center July 1, 2026 - June 30 , 2027 Maximum Expenditure: $34,000 1st Qtr. Maximum $6,800
E. This document together with any attached program exhibits, assurances, budgets, and narratives is a firm agreement to provide services for older Americans in Fresno and/or Madera counties (including cities contained therein) as specified in a manner consistent with the intent of, and regulations applicable to, service programs under Title Ill/VII of the Older Americans Act as amended.

F. The provisions of the Area Plan Grant Award Terms and Conditions Declaration (Articles I through XX) attached thereto, plus all enclosures listed, herein, constitute a part of this contract.

Area Plan Grant Award Contract Page 1 FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E FOR SERVICE PROVIDER:
individual named in xhibit E, as having primary, hands-on t and oversight of the day-to-day operations of the contracted JDe-Lt bokllo
Type Name
~ Signed by:

N.~! .. ~~~ Signature of Authorized Contracting Official (Refer to Appendix A)
Nicole Zieba
Type Name
Contractor Federal Employer 1.0. Number:

FOR FRESNO-MADERA AREA AGENCY ON AGING:

Signature
Jamie Sharma
Type Name
Area Plan Grant Award Contract Page2
7/2/2026
Date
City Manager
Title
Contractor Unique Entity ID:

Date
Executive Director
Title
FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1B8E7D9BE20E

FRESNO-MADERA AREA AGENCY ON AGING

AREA PLAN GRANT AWARD

TERMS AND CONDITIONS DECLARATION
This Agreement incorporates the terms and conditions which support an award of Area Plan Funds. Activities under this award shall be carried out in accordance with Title Ill and Title VII of the Older Americans Act of 1965, as amended (United States Code Title 42, Section 3001 ); the program regulations and policy directives relating thereto; federal and State laws; and the California Welfare and Institutions Code, Sections 9000-9023, all of which are, or may be, operative during the term of this sub-grant award.

ARTICLE I. DEFINITIONS AND RESOLUTIONS OF LANGUAGE CONFLICTS A. "Agency on Aging" and "FMAAA" means the Fresno-Madera Area Agency on Aging interchangeably.

B. "Agreement" or "Contract" shall mean the Fresno-Madera Area Agency on Aging Area Plan Agreement; Area Plan Grant Award Terms and Conditions Declaration (Articles I through XX); Appendices; Program Exhibits; Budget Display; Attachments; Amendments; and any other documents incorporated by reference, unless otherwise provided in this Article.

C. "Allocation" means the process of assigning a cost, or a group of costs, to one or more cost objective(s), in reasonable proportion to the benefit provided or other equitable relationship. The process may entail assigning a cost(s) directly to a final cost objective or through one or more intermediate cost objectives. (2 CFR §200.1 and 45 CFR §75.2)
D. "Contractor" or "Service Provider" means the legal entity awarded funds under this Agreement and which is accountable to the Agency on Aging, the State, and/or federal government for use of these funds and which is responsible for executing the provisions for services provided under this Agreement.

E. Cal. Civ. Code: California Civil Code (CIV)
F. Cal. Gov. Code: California Government Code (GC)
G. Cal. Pub. Con. Code: California Public Contract Code (PCC) H. "CCR" means California Code of Regulations.

I. "CFR" means Code of Federal Regulations.

Area Plan Grant Award 3 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E J. "Disallowed costs" means those charges determined to be unallowable, in accordance with the applicable Federal statutes, regulations, or the terms and conditions of the Federal award. (2 CFR 200.31 and 45 CFR 75.2) L. HHS: Means United States Department of Health and Human Services M. OAA: Means Older Americans Act
N. OCA: means Welfare and Institutions Code §9541 of the Mello-Granlund Older Californians Act
O. 0MB: Means Federal Office of Management and Budget
P. "In-Kind Contributions" means the value of non-cash contributions donated to support the project or program (e.g. property, service, etc.).

Q. "Matching Contributions" means local cash and/or in-kind contributions made by the Contractor, a subcontractor, or other local resources that qualify as match for the contract funding.

R. "Program Income" means revenue generated by an Area Agency on Aging or Contractor from contract-supported activities. Program Income is:

1. Voluntary contributions received from a participant or responsible party for services received .

2. Income from usage or rental fees of real or personal property acquired with grant funds or funds provided under this Agreement.

3. Royalties received on patents and copyrights from contract-supported activities.

4. Proceeds from the sale of goods created under an Agency on Aging grant of funds.

S. "PSA 14" means the State Planning and Service Area comprised of Fresno and Madera Counties.

T. "Questioned Costs" means a cost that is questioned by the auditor because of an audit finding which resulted from a violation or possible violation of a statute, regulation, or the terms and conditions of a Federal award, including for funds used to match Federal funds; where the costs, at the time of the audit, are not supported by adequate documentation; or where the costs incurred appear unreasonable and do not reflect the actions a prudent person would take in the circumstances. (2 CFR 200.84 and 45 CFR 75.2).

U. "Recoverable cost" means the questioned cost identified from an audit.

Area Plan Grant Award 4 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E V. "Reimbursable item" also means "allowable cost" and "compensable item." W. "State" and "Department" means the State of California and the California Department of Aging (CDA) interchangeably.

X. "Subcontract" Any form of legal agreement between the Contractor and the subcontractor, including an agreement that the Contractor or subcontractor would consider to be a contract, including vendor type Agreements for providing goods or services for the subcontractor to carry out part of a federal award received by the Contractor under this Agreement. It does not include payments to a contractor or payments to an individual that is a beneficiary of a federal program.

Y. "Subcontractor" means the legal entity that receives funds from the Contractor to carry out any part of a federal award identified in this Agreement.

Z. "USC" means United States Code.

AA. "Vendor" means an entity selling goods or services to the Contractor or Subcontractor during the Contractor or Subcontractor's performance of this Agreement.

BB. "W&I" means California Welfare and Institutions Code.

CC. As used throughout this Agreement, the term "shall" is mandatory; the term "may" is permissive.

DD. The terms and conditions of this grant award and other requirements have the following order of precedence if there is any conflict in what they require:

1. The Grant Terms and Conditions

2. The Older Americans Act and other applicable federal statutes and their implementing regulations.

3. If applicable, the Older Californians Act and other California State codes and regulations.

4. Contract Agreement, including Area Plan Grant Award Terms and Conditions Declaration, all Appendices, all Exhibits, and any amendments thereto.

5. Program Memos and other guidance issued by the California Department of Aging.

6. Any other documents incorporated herein by reference, including, if applicable, the federal Health and Human Services (HHS) terms and conditions found in Part II of the HHS Grant Policy Statement. The HHS Grant Policy Statement is Area Plan Grant Award 5 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E available under the HHS Policy Requirements Topic at:
https://www.hhs.gov/grants.grants.grants-policies-regulations/index/html EE. "Wait List" means a list of individuals eligible for an OAA service, established and maintained by the service provider, when the service provider has reached capacity and is unable to provide the OAA service to all eligible individuals who request the service.

ARTICLE II. AGREEMENT
A. All elements of this Agreement, as defined in Article I, Section B, and as approved by the Agency on Aging in making this award, are hereby incorporated by reference, as if fully set forth herein.

B. Time is of the essence in this Agreement. All contracts must be signed and returned to the Fresno-Madera Area Agency on Aging within forty-five (45) days of the date on the contract cover letter. If the signed contract is not returned by the designated date and there has been no approval granted, then the funds may be reallocated by the Fresno-Madera Area Agency on Aging Governing Board. The Agency on Aging will send a Notice of Termination of Negotiations to the non-responsive Service Provider on the 46th day from the date of the contract cover letter by certified mail. A copy of the Fresno-Madera Area Agency on Aging Appeal Procedure will be sent with the letter.

C. A copy of this Agreement is on file and available for inspection at the FresnoMadera Agency on Aging, 2520 West Shaw Lane, Suite 101A, Fresno, California, 93711.

ARTICLE Ill. TERM OF AGREEMENT
A. This Agreement is of no force or effect until signed by both parties hereto and approved by the Agency on Aging. The Contractor may not commence performance until such approval has been obtained, or until a signed Letter of Authority has been provided by the Agency on Aging.

B. The term of this Agreement is from July 1, 2026, through June 30, 2027, at which time the Agreement expires, subject however, to earlier termination or cancellation as herein provided. Contract awards are limited to a one-year period; however, at the discretion of the Agency on Aging, contracts may be renegotiated up to a maximum of three additional one-year periods subject to annual renegotiation and availability of federal, State, and local funding. Renegotiation shall consider service provider expenditures, service units, and cost standards during renegotiation.

C. Should the Contractor or subcontractor begin work in advance of receiving notice that the Agreement is approved, and before obtaining a signed Letter of Authority from the Agency on Aging, that work may be considered as having been performed at-risk as a volunteer and may not be reimbursed or compensated.

Area Plan Grant Award 6 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E ARTICLE IV. REASONABLENESS OF COMPENSATION
Compensation for work or services performed under this Agreement shall be reasonable and based on an analysis of job requirements and comparability with similar work or services in the local labor market.

ARTICLE V. ASSURANCES
A. Agreement Authorization

1. If a public entity, the Contractor shall submit to the Agency on Aging a copy of the resolution, order, or motion referencing this Agreement number authorizing execution of this Agreement. If a private entity, the Contractor shall submit to the Agency on Aging an authorization by the Governing Board of the Contractor to execute this Agreement, referencing this Agreement number. These documents, including minute orders, must also identify the action taken.

2. Documentation in the form of a resolution, order, or motion by the Governing Board of the Contractor is required for the original and each subsequent amendment to this Agreement. This requirement may also be met by a single resolution from the Governing Board of the Contractor authorizing the designee to execute the original and all subsequent amendments to this Agreement.

B. Administration

1. The Contractor shall be a public entity, private nonprofit entity, or Joint Powers Authority (JPA). If a private nonprofit corporation or JPA, the Contractor shall be in good standing with the Secretary of State of California and shall maintain that status throughout the term of the Agreement.
a. Any grant awards to for-profit entities are subject to review and approval by the California Department of Aging prior to issuance of a contract by the Agency on Aging to the Contractor. [22 CCR §7362]

2. The Contractor shall ensure that any subcontractors providing services under this Agreement shall be of sound financial status. Any subcontracting private entity or JPA shall be in good standing with the Secretary of State of California and shall maintain that status throughout the term of the Agreement.

3. Failure to maintain good standing by the contracting entity shall result in suspension or termination of this Agreement with the Agency on Aging until satisfactory status is restored. Failure to maintain good standing by a subcontracting entity shall result in suspension or termination of the subcontract by the Contractor until satisfactory status is restored.

Area Plan Grant Award 7 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

4. This Agreement is not assignable by the Contractor, either in whole or in part, without the written consent of the Agency on Aging in the form of a formal written amendment.

5. The Contractor, and the agents and employees of the Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State or the Agency on Aging.

6. In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have full force and effect and shall not be affected.

C. Debarment, Suspension, and Other Responsibility Matters

1. The Contractor certifies to the best of its knowledge and belief, that it and its subcontractors:
a. Are not presently debarred or suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency. [45 CFR §92.35]
b. Have not, within a three-year period preceding this Agreement, been convicted of, or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, State, or local) transaction or contract under a public transaction; violation of federal or State antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property. c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, State, or local) with commission of any of the offenses enumerated in Section C.1.b of this Article.
d. Have not, within a three-year period preceding this Agreement, had one or more public transactions (federal, State, or local) terminated for cause or default.

2. The Contractor shall report immediately to the Agency on Aging, in writing, any incidents of alleged fraud and/or abuse by either the Contractor or subcontractors. The Contractor shall maintain any records, documents, or other evidence of fraud and abuse until otherwise notified by the Agency on Aging.

Area Plan Grant Award 8 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

3. The Contractor agrees to timely execute any and all amendments to this Agreement or other required documentation relating to the Subcontractor's debarment/suspension status.

4. The Contractor shall notify the Agency on Aging immediately of any intention to discontinue existence of the entity or to bring an action for dissolution.

D. Law, Policy and Procedure, Licenses, and Certificates

1. The Contractor agrees to administer this Agreement and require any subcontractors to administer their subcontracts in accordance with this Agreement, and with all applicable local, State, and federal laws and regulations including, but not limited to, discrimination, wages and hours of employment, occupational safety, and to fire, safety, health, and sanitation regulations, directives, guidelines, and/or manuals related to this Agreement and resolve all issues using good administrative practices and sound judgment. The Contractor and its subcontractors shall keep in effect all licenses, permits, notices, and certificates that are required by law.

2. The Contractor shall ensure compliance with the following federal regulations:
a. Clean Air Act, as amended. (42 USC§ 7401)
b. Federal Water Pollution Control Act, as amended. (33 USC § 1251 et seq.)
c. Environmental Protection Agency Regulations (40 CFR 29) (Executive Order 11738)
E. Provision of Services, Staffing, and Standards of Work

1. The Contractor shall ensure the provision of services under this Agreement, as specified by the attached exhibits, which are hereby incorporated by reference. Inadequate performance or failure to make progress so as to endanger performance of this Agreement may result in imposition of sanctions as described in Appendix F, Sanction Policy, or termination of the Agreement as described in Article XVII, Termination.

2. The Contractor shall make every effort to meet the goals and objectives stipulated in this Agreement. Performance shall not be unilaterally reduced or otherwise changed without prior consultation with, and written approval of, the Agency on Aging. A service unit reduction that impacts the Agency's ability to provide service levels defined in its Area Plan or Area Plan Update service unit objectives requires:
a. Written approval from the California Department of Aging to the Agency on Aging if such reduction is greater than ten percent ( 10% ).

Area Plan Grant Award 9 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E b. An Amendment to the Agency on Aging's Area Plan if such reduction is greater than twenty percent (20%), including a public hearing; approval by the Agency's Governing Board and Advisory Council chairpersons and the Agency's Executive Director; and approval by the California Department of Aging. [22 CCR §7306(a)]

3. The Contractor agrees that the performance of work and services pursuant to the requirements of this Agreement shall conform to accepted professional standards.

4. The Contractor shall maintain adequate staff to meet the Contractor's obligations under this Agreement.

5. The Contractor shall make staff available to the California Department of Aging and the Agency on Aging for training and meetings, which the California Department of Aging or the Agency on Aging may find necessary from time to time.

F. Payroll Taxes and Deductions
The Contractor shall promptly forward payroll taxes, insurances, and contributions, including State Disability Insurance, Unemployment Insurance, Old Age Survivors Disability Insurance, and federal and State income taxes withheld, to designated governmental agencies as required by law.

G. Nondiscrimination
The Contractor shall comply with all federal statutes relating to nondiscrimination. These include those statutes and laws contained in the Contractor Certification Clauses (Appendix B), which are hereby incorporated by reference. In addition, Contractor shall ensure compliance with the following:

1. Equal Access to Federally-Funded Benefits, Programs, and Activities Contractor shall ensure compliance with Title VI of the Civil Rights Act of 1964 (42 USC §2000d; 45 CFR §80), which prohibits recipients of federal financial assistance from discriminating against persons based on race, color, religion, or national origin.

2. Equal Access to State-Funded Benefits, Programs, and Activities Contractor shall, unless exempted, ensure compliance with the requirements of California Government Code §11135 et seq., and 22 CCR 11140 et seq., which prohibit recipients of State financial assistance from discriminating against persons based on race, national origin, ethnic group identification, religion, age, sex, sexual orientation, color, or disability. [22 CCR §98323]

3. California Civil Rights Laws (Public Contract Code §2010) Area Plan Grant Award 10 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E a. For contracts of $100,000 or more, executed or renewed after January 1, 2017, the Contractor certifies compliance with the Unruh Civil Rights Act (Section 51 of the Civil Code) and the Fair Employment and Housing Act (Section 12960 of the Government Code).
b. For contracts of $100,000 or more, executed or renewed after January 1, 2017, if a Contractor has an internal policy against a sovereign nation or peoples recognized by the United States government, the Contractor certifies that such policies are not used in violation of the Unruh Civil Rights Act (Section 51 of the Civil Code) or the Fair Employment and Housing Act (Section 12960 of the Government Code).

4. Contractor assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. [42 USC §12101 et seq.]

5. The Contractor shall not require proof of age, citizenship, or disability as a condition of receiving services.

6. Contractor agrees to include these requirements in all contracts it enters into with subcontractors to provide services pursuant to this Agreement.

H. Information Confidentiality and Security:

1. This Information Confidentiality and Security Requirements section sets forth the information privacy and security requirements the contractor is obligated to follow with respect to all personal, confidential, and sensitive information (as defined herein) disclosed to the contractor, or collected, created, maintained, stored, transmitted, or used by the contractor for or on behalf of the Agency on Aging pursuant to this agreement. (Such personal, confidential, and sensitive information is referred to here as PSCI.) Agency on Aging and the subcontractor desire to protect their privacy and provide for the security of Agency on Aging PSCI pursuant to this section of this agreement and in compliance with state and federal laws applicable to Agency on Aging and California Department of Aging PSCI.

The terms of this section shall apply to all contracts, subcontracts, and subawards made by the AAA in furtherance of this agreement and services provided in accordance with this agreement. The contractor shall require its agents, subcontractors, or independent consultants (collectively, agents) to conform to this section regarding California Department of Aging PSCI.

Area Plan Grant Award 11 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7O9BE20E

2. Definitions
a. Breach:
i. The unauthorized acquisition, access, use or disclosure of California Department of Aging and the Agency on Aging PSCI in a manner in which compromises the security, confidentiality, or integrity of the information; or
ii. The same definition of "breach of the security system" set forth in California Civil Code section 1798.29 subdivision (f): or iii. The same as the definition of "breach" set forth in the Health Insurance Portability and Accountability Act Privacy Rule, 45 Code of Federal Regulations 164.402.
b. Confidential Information: Information that is exempt from disclosure under the provisions of the California Public Records Act (Government Code section 7920.000 Et seq.).
c. Disclosure: the release, transfer, provision of, access to, or divulging in any manner of information outside the entity holding the information
d. PSCI: "personal information", "sensitive information", and "confidential information" (as these terms are defined herein)/. e. Personal Information: Information that identifies or describes an individual, including, but not limited to, their name, social security number, physical description, home address, home telephone number, education, financial matters, and medical or employment history. It is CDA's policy to consider all information about individuals private unless such information is determined to be a public record. Personal Information also includes the following:

Area Plan Grant Award
i. Notice-Triggering Personal Information: Specific items of personal information (name plus Social Security number, driver license/California identification card number, or financial account number) that may trigger a requirement to notify individuals if it is acquired by an unauthorized person. For purposes of this provision, identity shall include, but not be limited to name, identifying number, symbol, or other identifying information assigned to the individual, such as finger or voice print or a photograph. See Civil Code section 1798.29.
12 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E ii. Protected Health Information (PHI): The term "PHI" refers to and includes both "PHI" as defined at 45 CFR section 160.103 and Personal Information (Pl) as defined in the Information Practices Act at California Civil Code section 1798.3(a). PHI includes information in any form, including paper, oral, and electronic.
f. Public Information: Information that is not exempt from disclosure under the provisions of the California Public Records Act (Government Code sections 7920.000 Et seq.).
g. Security Incident:
i. A breach or attempted breach; or
ii. The attempted or successful unauthorized access, disclosure, modification, or destruction of Agency on Aging or CDA PSCI, in violation of any state or federal low or in a manner not permitted under this agreement; or
iii. The attempted or successful modification or destruction of, or interference with, the contractor's system operations in an information technology system, that negatively impacts the confidentiality, availability, or integrity of Agency on Aging PSCI; or
iv. Any event that is reasonably believed to have compromised the confidentiality, integrity, or availability of an information asset, system, process, data storage, or transmission. Furthermore, an information security incident may also include an event that constitutes a violation or imminent threat of violation of information security policies or procedures, including
acceptable use policies.
h. Sensitive Information: Information that requires special precautions to protect from unauthorized use, access, disclosure, modification, loss, or deletion. Sensitive Information may be either Public Information or Confidential Information. It is information that requires a higher-than-normal assurance of accuracy and completeness. Thus, the key factor for Sensitive Information is that of integrity. Typically, Sensitive Information includes records of agency financial transactions and regulatory actions.

3. Disclosure Restrictions
The contractor shall protect Agency on Aging PSCI from unauthorized disclosure. The contractor shall not disclose, except as otherwise specifically permitted by this agreement, any Agency on Aging PSCI to Area Plan Grant Award 13 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1B8E7D9BE20E anyone other than Agency on Aging personnel or programs without prior written authorization from the Agency on Aging or the California Department of Aging.
a. The contractor and the Agency on Aging mutually agree that the creation, receipt, maintenance, transmittal, and disclosure of data from the Agency on Aging containing Personal Health Information (PHI) shall be subject to the Health Insurance Portability and Accountability Act of 1996 and its implementing privacy and security regulations at 45 CFR Parts 160 and 164 (collectively and as used in this agreement, HIPPA). The contractor agrees to provide the same, or greater, level of protection to Agency on Aging data that would be required if the contractor were a Business Associate under HIPPA, regardless of whether the contractor is or is not a Business Associate.
b. To the extent that other state and/or federal laws provide additional, stricter and/or more protective (collectively, more protective) privacy and/or security protections to Agency on Aging PSCI covered under this agreement beyond those provided through HIPPA, the contractor agrees:
i. To comply with the more protective of the privacy and security standards set forth in applicable state or federal laws to the extent such standards provide a greater degree of protection and security than HIPPA or are otherwise more favorable to the individuals whose information is concerned; and
ii. To treat any violation of such additional and/or more protective standards as a breach or security incident, as appropriate. iii. Examples of laws that provide additional and/or stricter privacy protections to certain types of Agency on Aging PSCI as defined above in Section H definitions of this agreement, include but are not limited to the Information Practices Act, California Civil Code sections 1798-1798. 78, Confidentiality of Alcohol and Drug Abuse Patient Records, 42 CFR Part 2, Welfare and Institutions Code Section 5328, and California Health and Safety Code section 11845.5.
iv. If the Contractor is a Qualified Service Organization (QCS) as defined in 42 CFR section 2.11, the contractor agrees to be bound by and comply with subdivisions (2)(i) and (2) (ii) of that section.

4. Use Restrictions
The contractor shall not use any Agency on Aging or California Area Plan Grant Award 14 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E Department of Aging PSCI for any purpose other than performing the contractor's obligations under this agreement.

5. Safeguards and Security
The contractor shall implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of Agency on Aging PSCI including electronic Agency on Aging PSCI that it creates, receives, maintains, uses, or transmits on behalf of Agency on Aging. The contractor shall develop and maintain a written information privacy and security program that includes administrative, technical, and physical safeguards appropriate to the size and complexity of the contractor's operations and the nature and scope of its activities. The contractor's administrative, technical, and physical safeguards shall include, at a minimum:
a. Technical Security Controls:

The Contractor shall, at a minimum, utilize a National Institute of Standards and Technology Special Publication (NIST SP) 800-53 compliant security framework when selecting and implementing its security controls and shall maintain continuous compliance with NIST SP 800-53 as it may be updated from time to time. The current version of NIST SP 800-53, Revision 5, is available online at https://csrc.nist.gov/pubs/sp/800/53/r5/upd 1 /final ; updates will be available on line at https://csrc.nist.gov/publications/sp800. b. Removeable Media Devices
All electronic files that contain Agency on Aging PSCI data must be encrypted when stored on any removeable media or portable device (i.e., USS thumb drives, floppies, CD/DVD, smart devices, tapes, etc.). PSCI must be encrypted, at a minimum, using FIPS 140-2 certified algorithm or successor standards, such as Advanced Encryption Standard (AES), with a 128bit key or higher. c. Patch Management
The Contractor shall apply security patches and upgrades and keep virus software up to date on all systems which PHI and other confidential information may be used.
d. Transmission and Storage of PSCI:

Area Plan Grant Award
All persons that will be working with Agency on Aging PSCI shall employ with FIPS 140-3 compliant encryption of PHI, at rest and in motion, unless it has been determined that such encryption is 15 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7O9BE20E unreasonable and inappropriate based upon a risk assessment and equivalent alternative measures are in place and documented as such
e. Minimum Necessary:

Only the minimum necessary amount of Agency on Aging PSCI required to perform necessary business functions applicable to the terms of this Agreement may be used, disclosed, copied, . downloaded, or exported.
f. Antivirus Software:

All workstations, laptops and other systems that process and/or store Agency on Aging PSCI must install and actively use a comprehensive anti-virus software solution with automatic updates scheduled at least daily.
g. Data Security:

Agency on Aging PSCI will be stored separately from other customers' data. Data will be stored and processed within the continental United States, and remote access to data from outside the continental United States will be prohibited. Data will be encrypted such that unauthorized parties are unable to read the data within the database/data repositories or any backups.
h. Mailing:

Mailings of Agency on Aging PSCI shall be sealed and secured from damage or inappropriate viewing of PSCI to the extent possible.

Mailings which include 500 or more individually identifiable records of Agency on Aging PSCI in a single package shall be sent using a tracked mailing method which includes verification of delivery and receipt, unless the prior written permission of Agency on Aging to use another method is obtained .
i. Security Officer:

The contractor shall designate a Security Officer to oversee its data security program who will be responsible for carrying out its privacy and security programs and for communicating on security matters with Agency on Aging.
j. Mitigation of Harmful Effects:

The Contractor shall mitigate, to the extent practicable, any harmful Area Plan Grant Award 16 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E effect that is known to the contractor of a use or disclosure of PSCI and other confidential information in violation of the requirements of this Agreement.
k. Access to, and Accounting For, Disclosure of PSCI:

The contractor shall document and make available to Agency on Aging or (at the direction of Agency on Aging) to an Individual such disclosures of Agency on Aging PSCI and information related to such disclosures necessary to respond to a proper request by the subject Individual for an accounting of disclosures of personal information as required by 45 CFR section 164.524 or any applicable state or federal law.

6. Employee Training
All persons who assist in the performance of functions or activities on behalf of the Agency on Aging, or access or disclose Agency on Aging PSCI, must complete information privacy and security training, located at https://aging.ca.gov/Information_security/ at least annually, at the contractor's expense. Each person who receives information privacy and security training must sign a certification, indicating the member's name and the date on which the training was completed. These certifications must be retained for a period of six (6) years following contract termination.

7. Employee Discipline: .

Appropriate sanctions must be applied against persons who fail to comply with privacy policies and procedures or any provisions of these requirements, including termination of employment where appropriate.

8. Access to Practices, Books and Records
The Contractor shall make its internal practices, books, and records relating to the use and disclosure of PSCI on behalf of the Agency on Aging available to the Agency on Aging upon reasonable request.

9. Special Provision for SSA Data
In the Contractor receives data from or on behalf of Agency on Aging that was verified by or provided by the Social Security Administration (SSA Data) and is subject to an agreement between the Agency on Aging and SSA, the contractor shall provide, upon request by the Agency on Aging, a list of all employees and agents who have access to such data, including employees and agents of its agents, to Agency on Aging.

Area Plan Grant Award 17 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1B8E7D9BE20E

10. Breaches and Security Incidents
The contractor shall implement reasonable systems for the discovery and prompt reporting of any breach or security incident, and take the following steps:
a. Notice to the Agency on Aging
The Contractor shall notify the Agency on Aging immediately by email or telephone of the discovery of:
i. Unsecured Agency on Aging PSCI if the Agency on Aging PSCI is reasonably believed to have been accessed or acquired by an unauthorized person.
ii. Any suspected security incident which risks unauthorized access to Agency on Aging PSCI and/or other confidential information. iii. Any intrusion or unauthorized access, use, or disclosure of Agency on Aging PSCI in violation of this agreement: or iv. Potential loss of confidential data affecting this agreement v. Notice via email shall be made using the current CDA 1025 "Information Security Incident Report: form and shall include all information known at the time the incident is reported. The forms are available online at: https://aging.ca.gov/lnformation security/ vi. Upon discovery of a breach or suspected security incident, intrusion, or unauthorized access, use or disclosure of Agency on Aging PSCI, the Contractor shall:
a. Prompt corrective action to mitigate any risks or damages involved with the security incident or breach: and
b. Any action pertaining to such unauthorized disclosure is required by applicable Federal and State Laws and
regulations.
b. Investigation of Security Incident Breach
The contractor shall immediately investigate such security incident, breach, or unauthorized use or disclosure of Agency on Aging PSCI. c. Complete Report
Area Plan Grant Award
The contractor shall provide a complete report of the investigation to Agency on Aging within (10) working days of the discovery of the 18 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E breach or unauthorized use or disclosure. The complete report must include an assessment of all known factors relevant to a determination of whether a breach occurred under applicable federal and state laws. The report shall include a full, detailed corrective action plan including information on measures that were taken to halt and/or contain improper use or disclosure. If the Agency on Aging requests information in addition to this report, the contractor shall make reasonable efforts to provide the Agency on Aging with such information. Agency on Aging will review and approve or disapprove the contractor's determination of whether a breach occurred, whether the security incident or breach is reportable to the appropriate entities, if individual notifications are required, and the contractor's corrective action plan.
i. If the Contractor does not submit a complete report within the ten (10) working day time frame, the contractor shall request approval from the Agency on Aging within the ten (10) working timeframe for the complete report.
d. Notification of Individuals
If the cause of a breach is attributable to the contractor or its agents, the contractor shall notify individuals accordingly and shall pay all costs of such notifications as well as any costs associated with the breach. The notifications shall comply with applicable federal and state law. The Agency on Aging shall approve the time, manner, and content of any such notifications and their review and approval must be obtained before the notifications are made.
e. Responsibility for Reporting Breaches to Entities other than the Agency on Aging
If the cause of a breach of Agency on Aging PSCI is attributable to the contractor or its subcontractors, the contractor is responsible for all required reporting of the breach as required by applicable federal and state law.
f. Submission of Sample Notification to Attorney General:

Area Plan Grant Award
If notification to more than 500 individuals is required pursuant to California Civil Code section 1798.29, regardless of whether the contractor is considered only a custodian and/or non-owner of the Agency on Aging PSCI, the contractor shall, at its sole expense and at the sole election of the Agency on Aging , either:
i. Electronically submit a single sample copy of the security breach notification, excluding any personally identifiable information, to 19 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E the Attorney General pursuant to the format, content, and timeliness provisions of Section 1798.29, subdivision (e). The contractor shall inform the Agency on Aging Privacy Officer:

Hillaree Bennett, of the time, manner, and content of any such submissions prior to the transmission of such submissions to the Attorney General; or
ii. Cooperate with and assist the Agency on Aging in is submission of a sample copy of the notification to the Attorney General. 11 . Contact Information
To direct communications to the above referenced Agency on Aging staff, the contractor shall initiate contact as indicated herein. Agency on Aging reserves the right to make changes to the contact information below by giving written notice to the contractor.

Agency on Aging Privacy Officer: Agency on Aging Information Security Officer:

Fresno-Madera Area Agency on Aging
2520 W. Shaw Ln. #101 A
Fresno-Madera Area Agency on Aging
2520 W. Shaw Ln. #101 A
Fresno, CA 93711 Fresno, CA 93711
Attn: Program Director, Hillaree Bennett
Email: [email protected] Attn: Executive Director, Jamie Sharma Email: [email protected] Telephone: 559-319-0863 Telephone: 559-214-0299 ext. 500

13. Responsibility of Agency on Aging
The Agency on Aging agrees to not request the contractor use or disclose PSCI in any manner that would not be permissible under HIPPA and/or other applicable federal and/or state law.

14. Audits, Inspections, and Enforcement
a. Agency on Aging Right to Inspect
Area Plan Grant Award
From time to time, Agency on Aging may inspect the facilities, systems, books, and records of the contractor to monitor compliance with the safeguards required in the Information Confidentiality and Security Requirements (ICSR) section. The contractor shall promptly remedy any violation of any provision of this ICSR section. The fact that Agency on Aging inspects, or fails to inspect, or has the right to inspect, the contractor's facilities, systems, and procedures does not relieve the contractor of its responsibility to comply with this ICSR section.
20 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7O9BE20E b. Notification to Agency on Aging in Event the Contractor is Subject to Other Audit:

If the contractor is the subject of an audit, compliance review, investigation, or any proceeding that is related to the performance of its obligations pursuant to this agreement or is the subject of any judicial or administrative proceeding alleging a violation of HIPM, the contractor shall promptly notify the Agency on Aging unless it is legally prohibited from doing so.

15. Miscellaneous Provisions
a. Disclaimer:

Agency on Aging makes no warranty or representation that compliance by the contractor with this agreement will satisfy the contractor's business needs or compliance obligations. The contractor is solely responsible for all decisions made by the contractor regarding the safeguarding of Agency on Aging PSCI and other confidential information
b. Amendment:
i. Any provision of this agreement which conflicts with current or future applicable federal or state laws is hereby amended to conform to the provisions of those laws. Such amendment of this agreement hall be effective on the effective date of the laws necessitating it and shall be binding on the parties even though such amendment may not have been reduced to writing and formally agreed upon and executed by the parties.
ii. Failure by the contractor to take necessary actions required by amendments to this agreement shall constitute a material violation
c. Assistance in Litigation or Administrative Proceedings The contractor shall make itself, its employees, and agents available to the Agency on Aging at no cost to Agency on Aging to testify as witnesses in the event of litigation or administrative proceedings being commenced against Agency on Aging, its director, officers, or employees based upon claimed violation of laws relating to security and privacy, and which involves inactions or actions by the contractor ( except where the contractor or its subcontractor, workforce employee, or agent is a named adverse party). d. No Third-Party Beneficiaries
Area Plan Grant Award 21 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E Nothing in this agreement is intended to or shall confer upon any third person, any rights, or remedies whatsoever.
e. Interpretation
The terms and conditions in this agreement shall be interpreted as broadly as necessary to implement and comply with regulations and applicable laws. The parties agree that any ambiguity in the terms and conditions of this agreement shall be resolved in favor of a meaning that complies and is consistent with federal and state laws and regulations.
f. No Waiver of Obligations
No change, waiver, or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation or shall prohibit enforcement of any obligation on any other occasion.
g. Return or Destruction of Agency on Aging PSCI on Expiration or Termination
At expiration or termination of the contract, if feasible, the contractor shall return or destroy all Agency on Aging PSCI that the contractor still maintains in any form and retain no copies of such information. If return or destruction is not feasible, Agency on Aging and the contractor shall determine the terms and conditions under which the contractor may retain the PSCI.
h. Data Sanitization
Area Plan Grant Award
All Agency on Aging PSCI must be sanitized using NIST Special Publication 800-88 standard methods for data sanitization when the Agency on Aging PSCI is no longer needed.
i. Survival
If return or destruction of Agency on Aging PSCI is not feasible upon the completion or termination of the contract, the respective rights, and obligations of the contractor under this Section shall survive the completion or termination of the contract between the contractor and the Agency on Aging. The contractor shall also limit further uses and disclosures of Agency on Aging PSCI to those purposes that make the return or destruction of the information infeasible.
22 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E I.

J.

Copyrights

1. If any material funded by the Agency on Aging is subject to copyright, the State reserves the right to copyright such material and the contractor agrees not to copyright such material, except as set forth in Article V section 1.2.

2. The contractor may request permission to copyright material by writing to the Director of Agency on Aging. The Director shall grant permission or give reason for denying permission to the contractor in writing within sixty (60) days of receipt of the request

3. If the material is copyrighted with the consent of Agency on Aging, the State reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, prepare derivative works, publish, distribute and use such materials, in whole or in part, and to authorize others to do so, provided written credit is given to the author.

4. The contractor certifies that it has appropriate systems and controls in place to ensure that State funds will not be used in the performance of work outlined within this agreement or the contract for the acquisition, operation, or maintenance of computer software in violation of copyright laws.

Rights in Data

1. The Contractor shall not publish or transfer any materials, as defined in Section J.2 of this Article, produced or resulting from activities supported by this Agreement without the express written consent of the Executive Director and/or Program Director of the Agency on Aging. That consent shall be given or the reasons for denial shall be given and any conditions under which it is given or denied within thirty (30) days after the written request is received by the Agency on Aging. The Agency on Aging may request a copy of the material for review prior to approval of the request.

This subsection is not intended to prohibit the Contractor from sharing identifying client information authorized by the participant or summary program information that is not client-specific.

2. As used in this Agreement, the term "subject data" means writings, sound recordings, pictorial reproductions, drawings, designs or graphic representations, procedural manuals, forms, diagrams, workflow charts, equipment descriptions, data files and data processing or computer programs, and works of any similar nature (whether or not copyrighted or copyrightable) which are first produced or developed under this Agreement. The term does not include financial reports, cost analyses, and similar information incidental to contract administration.

Area Plan Grant Award 23 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

3. Subject only to the provisions of Article V, Section H, Information Integrity and Security, and Article V, Section I, Copyrights, of this Agreement, the State and the Agency on Aging may use, duplicate, or disclose in any manner, and have or permit others to do so subject to State and federal law all subject data delivered under this Agreement.

K. Public Education and Information
(Please note: This differs from the IIIB service categories within the data dictionary that have the same names)
Public Education and Information (PE&I) falls into two categories:

1. Educational - materials that educate and inform an audience such as activity books, coloring books, brochures, and posters.

2. Promotional - material that promotes, supports, or enhances efforts and directly relates to the project objective such as key chains, onboard signs, mugs, pencils, magnets, and litter bags. The State of California and CDA does NOT allow CDA funds to be used for this purpose.

The Contractor shall assure that publications, press releases, paid and earned advertisements, outreach and media, media and kick-off events, educational materials and public notice conditions are met by ensuring that:

Materials published or transferred by the Contractor and financed with funds under this agreement shall include the following funding disclaimer:
"The materials or product were a result of a project funded by a contract with the California Department of Aging".

Contractors and subcontractors that produce educational materials that mention the CDA name (outside of the funding disclaimer) or use the CDA logo must receive approval from the CDA Office of Communications prior to production. Subrecipients that produce PE&I materials must receive written approval from the CDA Office of Communications if the CDA is mentioned anywhere other than within the funding disclaimer, or if the CDA logo is used. Subrecipients should allow a minimum of ten (10) business days for approval; they should contact the CDA Office of Communications for assistance ([email protected]).

Contractors should also advise vendors that all materials used in the production of public outreach materials paid for with grant funds are the property of the Contractor, AAA, and the CDA (i.e., data, plates, digital files, camera-ready artwork, designs, concepts, photographs, video and Area Plan Grant Award 24 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E audio). The Agency on Aging reserves the right to use materials developed by the Contractor, and/or subcontractor.

Questions regarding the inclusion, size or placement of the CDA logo should be directed to the CDA Office of Communications.

All documents produced must comply with Federal Acquisition Regulation, Section 508 which governs document accessibility.

L. S.W.A.G Ban

1. In 2011, Governor Jerry Brown issued an executive memo that has banned state agencies and departments from spending taxpayer money on promotional items, which he named "S.W.A.G".

S.W.A.G. stands for "Stuff We All Get." The executive memo has not been overturned and is still in effect; accordingly, all entities that receive state funds must adhere to the executive memo.

SPECIFIC EXAMPLES OF S.W.A.G.

In the executive memo, Governor Brown named specific items that constitute S.W.A.G., which he defined as "free giveaway and gift items," including key chains, squeeze toys, pens, hats, trinkets, shirts, cups, flashlights, ashtrays, and other "unnecessary" items. This is not an exhaustive list.

Ultimately, there is no specific case law defining SW.A.G.; each case is unique. AAAs and their contractors must assess whether an item is either S.W.A.G., or an allowable expense. The decision to proceed with the purchase at issue as an allowable expense requires the AAA or contractor to maintain a record and keep a written justification regarding the purchase in its procurement file, as discussed below.

2. KEEPING WRITTEN JUSTIFICATION FOR PROCUREMENT
Area Plan Grant Award
If the AAA or contractor determines that it is moving forward with the purchase of a promotional item, it should comply with the procedures outlined in SCM Vol 2. Chapter 400, section 401:

Promotional Materials-401
Prior to conducting a purchase for promotional materials, written justification must be kept in the procurement file supporting how the purchase of promotional materials meets the departmental mission and the AAA 's [or contractor's] business needs. Written justifications should include a description of the type of event(s) and how the promotional material(s) will be used.
25 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E [See: https://www.dgs.ca.gov/PD/Resources/SCM/TOC/2/2-8, All expenditures of public funds must support the Department's function, purpose, and benefit the state.]

3. FUNCTIONALITY AS AN ASSESSMENT FACTOR
In conducting its analysis on whether a promotional item constitutes S.W.A.G. or should be deemed an allowable expense, the AAA or contractor may consider:
• The functionality of the item,
• Whether the item is given to a targeted group of people vs. to the general public,
• Whether the items are to be used for promotional purposes in support of the departmental mission and the AAA's or
contractor's business needs.

4. AAAs and their contractors should work with their counsel to determine whether a promotional item may constitute S.W.A.G. If the AAA or their contractor deems the item an allowable expense, this will trigger the requirement to maintain written justification in its procurement files.

M. Advertising and Public Relations
The contractor shall assure that publications, press releases, paid and earned advertisements, outreach and media, media and kick-off events, educational materials and public notice conditions are met by ensuring that:

Materials published or transferred by the contractor and financed with funds under this agreement shall include the following funding disclaimer:
"The materials or product were a result of a project funded by a contract with the California Department of Aging".

Any materials that utilize the CDA logo or name ( outside of the funding disclaimer), require approval by the CDA Office of Communications prior to publication and dissemination. The use of CDA logo and CDA mention outside of the funding disclaimer is at the discretion of the contractor. If the CDA logo or CDA mention is used, the contractor shall email the draft language and materials a minimum of ten (10) business days in advance of publication and dissemination to [email protected]. gov and the appropriate CDA Program staff point of contact.

Language and materials submitted will be assessed in batches on the first and fifteenth of each month, with a minimum of ten (10) business days approval Area Plan Grant Award 26 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1B8E7D9BE20E period.

N. Approval Requirements for Advertising and Public Relations This section further clarifies the approval requirements as outlined in ARTICLE V.K and V.M.

Approval Required:

Materials that use the CDA logo, including:
• Paid advertising
• Earned advertising
• Outreach materials
• Educational materials
• Media events
• Public notices
No Approval Required:
• Materials that only mention CDA in the funding disclaimer "The materials were funding by a contract with the California Department of Aging." Without using the CDA logo.
• Materials that do not mention the CDA name or use the CDA logo.

Social Media Posts
Approval Required:
• Social media posts that mention the CDA name or use the CDA logo.

No Approval Required:
• Social media posts that do not mention the CDA name or use the CDA logo, even if CDA funds are involved.
• Tagging @calaging on X, Facebook, or Linkedln is optional but encouraged to keep CDA informed about your organization's activities.

Specific Scenarios and Examples
•
•
•
Paid advertisement in local newspaper - No approval is needed if the promotion includes the funding disclaimer without the CDA logo or mentioning CDA.

Public Notices - No approval is needed for public notices about Area Plan updates or RFPs that use template language but do not use CDA logo.

Examples of materials requiring approval: Press releases, brochures, websites, flyers, invitations, presentations, and reports that mention the CDA name beyond the funding disclaimer language or use the CDA logo with or without other logos.

Submission Process
Area Plan Grant Award 27 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E Submit language and materials needing approval to
[email protected].
• Review timeline: Typically, within ten (10) business days • Review dates: First and fifteenth of each month
• Urgent requests: Notify Office of Communications if expedited approval is needed.

Questions
• For questions about approval requirements email
[email protected].

0. Copyrights/Trademarks
The CDA reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal or state government purposes the following:

1. The copyright/trademark in any work developed under a grant, sub grant or contract under a grant or sub grant.

2. Any right of copyright/trademark to which a contractor or subcontractor purchases ownership with grant funds.

P. Lobbying Certification
The Contractor, by signing this Agreement, hereby certifies to the best of his or her knowledge and belief, that:

1. No federally appropriated funds have been paid or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

2. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress or an employee of a Member of Congress in connection with this federal Agreement, grant, loan or cooperative agreement, the Contractor shall complete and submit Standard Form LLL, Disclosure Form to Report Lobbying, in accordance with its instructions.

Area Plan Grant Award 28 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

3. The Contractor shall require that the language of this certification be included in the award documents for all subcontracts at all tiers (including contracts under grants, loans, and cooperative agreements which exceed $100,000) and that all subcontractors shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. This certification is a prerequisite for making or entering into this transaction imposed by 31 USC §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Q. Conflict of Interest

1. The Contractor shall prevent employees, consultants, or members of governing bodies from using their positions for purposes including, but not limited to, the selection of subcontractors, that are, or give the appearance of being, motivated by a desire for private gain for themselves or others, such as family, business, or other ties. In the event that the Agency on Aging determines that a conflict of interest exists, any increase in costs associated with the conflict of interest may be disallowed by the Agency on Aging, and such conflict may constitute grounds for termination of the Agreement.

2. This provision shall not be construed to prohibit employment of persons with whom the Contractor's officers, agents, or employees have family, business, or other ties, so long as the employment of such persons does not result in a conflict of interest (real or apparent) or increased costs over those associated with the employment of any other equally qualified applicant, and such persons have successfully competed for employment with the other applicants on a merit basis.

R. Covenant Against Contingent Fees

1. The Contractor warrants that no person or selling agency has been employed or retained to solicit this Agreement. There has been no agreement to make commission payments in order to obtain this Agreement.

2. For breach or violation of this warranty, the Agency on Aging shall have the right to terminate this Agreement without liability or at its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingency fee.

S. Facility Construction or Repair

1. This section applies only to Title Ill funds and not to other funds allocated to other Titles under the Older Americans Act.

Area Plan Grant Award 29 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E a. When applicable for purposes of construction or repair of facilities, the Contractor shall comply with the provisions contained in the following and shall include such provisions in any applicable agreements with subcontractors:
i. Copeland "Anti-Kickback" Act [18 USC §874, 40 USC §3145] [29 CFR §3];
ii. Davis-Bacon Act [40 USC §3141 et seq.] [29 CFR §5]; iii. Contract Work Hours and Safety Standards Act [40 USC §3701 et seq.] [29 CFR §5, 6, 7, 8]; and
iv. Executive Order 11246 of September 14, 1965, entitled "Equal Employment Opportunity" as amended by Executive
Order 11375 of October 13, 1967, as supplemented in
Department of Labor Regulations [41 CFR §60].
b. Payments are not permitted for construction, renovation, alteration, improvement, or repair of privately-owned property which would enhance the owner's value of such property except where permitted by law and by the Agency on Aging.
c. When funding is provided for construction and non-construction activities, the Contractor must obtain prior written approval from the Agency on Aging before making any fund or budget transfers between construction and non-construction.

T. Grievance Process

1. The Contractor must establish a written grievance process for reviewing and attempting to resolve complaints of older individuals receiving services funded by this Agreement. At a minimum, the process shall include all of the following:
a. Time frames within which a complaint will be acted upon. b. Written notification to the complainant of the results of the review, including a statement that the complainant may appeal to the Fresno-Madera Area Agency on Aging if dissatisfied with the results of the Contractor's review.
c. Confidentiality provisions to protect the complainant's rights to privacy. Only information relevant to the complaint may be released to the responding party without the older individual's consent.

2. The Contractor shall notify older individuals of the grievance process available to them by:
a. Posting notification of the process in visible and accessible areas, such as the bulletin boards in multipurpose senior centers. For areas Area Plan Grant Award 30 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E in which a substantial number of older individuals are non-English speaking, the notification shall also be posted in the primary language of a significant number of older individuals.
b. Advising homebound older individuals of the process either orally or in writing upon the Contractor's contact with the individuals.

3. Complaints may involve, but not be limited to, any or all of the following:
a. Amount or duration of a service.
b. Denial or discontinuance of a service.
c. Dissatisfaction with the service being provided or with the service provider. If the complaint involves an issue of professional conduct that is under the jurisdiction of another entity, such as the California Medical Board or the State Bar Association, the complainant shall be referred to the proper entity.
d. Failure of the service provider to comply with any of the requirements set forth in CDA regulations or in this Agreement.

4. Nothing in this Article shall be construed as prohibiting older individuals from seeking other available remedies, such as presenting their complaints at an open meeting of the Contractor's governing board.

U. Disaster Plan

1. The Contractor shall prepare and maintain a disaster plan that ensures provision of critical services to meet the emergency needs of consumers they are charged to serve during medical or natural disasters, such as earthquakes or floods, and make such plan available to the Agency on Aging upon request.

2. The Contractor shall provide annual disaster response training and a current list of community resources for all employees and volunteers, and maintain documentation of such training.

3. The Contractor shall designate a primary and a secondary emergency contact. Following an emergency or disaster, the Contractor's designated contact shall update the Agency on Aging with the Contractor's operational status.

4. The Contractor shall complete Exhibit F, Service Provider Emergency Resource Information, included with this agreement, and advise the Agency on Aging whenever a change to this information occurs.

V. Community Focal Points
Area Plan Grant Award 31 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7O9BE20E The Contractor acknowledges that the Agency on Aging has designated locations as Community Focal Points, as required by Title 22 CCR Article 3 §7302(a)(14), 45 CFR §1321.53(c), and OAA 2006 §306(a), which are attached as Appendix J, Community Focal Points List.

ARTICLE VI. FUNDS
A. Expenditure of Funds

1. The Contractor shall expend all funds received to perform services outlined within agreement.

2. Any reimbursement for authorized travel and per diem shall be at rates not to exceed those amounts paid by the State in accordance with the California Department of Human Resources' (CalHR) rules and regulations.

3. In State:

Mileage/Per Diem (meals and incidentals)/Lodging
https://www.calhr.ca.gov/employees/pages/travel-reimbursements.aspx Out of State: http://hrmanual.calhr.ca.gov/Home/Manualltem/1/2201 This is not to be construed as limiting the contractor from paying any differences in costs, from funds other than those provided by the Agency on Aging, between the CalHR rates and any rates the contractor is obligated to pay under other contractual agreements. No travel outside the state of California shall be reimbursed unless prior written authorization is obtained from the State. [SCM 3.17.2.A(4 )] The contractor agrees to include these requirements in all subcontracts it enters into with subcontractors to provide services pursuance to this agreement.

4. Agency on Aging reserves the right to refuse payment to the contractor or disallow costs for any expenditure, as determined by the Agency on Aging to be: out of compliance with this agreement, unrelated or inappropriate to contract activities, when adequate supporting documentation is not presented, or where prior approval was required, but was either not requested or not granted.

B. Accountability for Funds

1. The Contractor shall maintain accounting records for funds received under the terms and conditions of this Agreement. These records shall be separate from those for any other funds administered by the Contractor, and shall be maintained in accordance with Generally Accepted Area Plan Grant Award 32 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E Accounting Principles and Procedures and the Office of Management and Budget's Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. [2 CFR §200] [45 CFR §75]

2. The Contractor shall ensure that funding for services as outlined herein are managed and prorated monthly to ensure that adequate Older Americans Act funding is available to provide services through the ending date of this Agreement.

3. Funds made available under this Agreement shall supplement, and not supplant, any federal, State, or local funds expended by a State or unit of general purpose local government to provide Title Ill (excluding Title Ill E) and Title VI I services.

C. Financial Management Systems
D.

The Contractor shall meet the following standards for its financial management systems, as stipulated in 2 CFR §200.302 and 45 CFR §75.302:

1. Financial Reporting.

2. Accounting Records.

3. Complete Disclosure.

4. Source Documentation.

5. Internal Control.

6. Budgetary Control.

7. Cash Management (written procedures).

8. Allowable Costs (written procedures).

Unexpended Funds

1. No later than December 23 of the Agreement year, the Contractor shall report to the Agency on Aging if any Older Americans Act funds will remain unexpended at the ending date of this Agreement.

2. The Agency on Aging shall request and receive from the Contractor release of Older Americans Act funds for an amount mutually agreed upon by both parties, not to exceed the estimated amount of unexpended funds. The Agency on Aging shall be reasonable in its request for funds and the Contractor shall not unreasonably withhold permission for release of funds.

3. The Agency on Aging retains all rights to reallocate released funds into other programs, projects, or activities.

Area Plan Grant Award 33 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

4. Upon termination, cancellation, or expiration of this Agreement, or dissolution of the entity, the Contractor shall return to the Agency on Aging immediately upon written demand, any funds provided under this Agreement, which are not payable for goods or services delivered prior to the termination, cancellation, or expiration of this Agreement, or the dissolution of the entity.

E. Funding Contingencies

1. It is understood between the parties that this Agreement may have been written before ascertaining the availability or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if this Agreement were executed after that determination was made.

2. This Agreement is valid and enforceable only if sufficient funds are made available to the State, and subsequently to the Agency on Aging, by the United States Government or the Budget Acts of the appropriate fiscal years for purposes of the contracted program(s). In addition, this Agreement is subject to any additional restrictions, limitations, or conditions enacted by the Congress or the Legislature that may affect the provisions, terms, or funding of this Agreement in any manner.

F. Limitation of State Liability
Payment for performance by the Contractor shall be dependent upon the availability of future appropriations by the Legislature or Congress for the purposes of this Agreement and approval of an itemized budget. No legal liability on the part of the State or the Agency on Aging for any payment may arise under this Contract until funds are made available; the itemized budget is approved by the State; and the Contractor has received an executed Agreement.

G. Funding Reduction

1. If funding for any State or Agency on Aging fiscal year is reduced or deleted by the Department of Finance, Legislature, or Congress for the purpose of the services outlined within this agreement, the Agency on Aging shall have the option to either:
a. Terminate the Agreement pursuant to Section A.1 of Article XVII, Termination, of this Agreement; or
b. Offer a revision to the Budget to reflect the reduced funding authorized by the authority of this agreement.

2. In the event the Agency on Aging elects to offer a revised budget display(s), it shall be mutually understood by both parties that:

Area Plan Grant Award 34 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E a. The Agency on Aging reserves the right to determine which programs, if any, shall be reduced.
b. Some programs may be reduced by a greater amount than others, and
c. The Agency on Aging shall determine at its sole discretion the amount that any or all of the programs shall be reduced for the applicable fiscal years.

H. Fiscal Provisions

1. The agreement must be approved prior to release and disbursement of any program funding included within these terms via the budget displays.

2. Upon release of an original or revised budget display, a separate budget for all programs affected shall be submitted electronically to the Agency on Aging's fiscal department, within 30 days of release.

3. Budgets must be approved by the Agency on Aging's fiscal department prior to any disbursement of funding.

4. Agency on Aging cannot disburse funds until the contract agreement is fully executed.

ARTICLE VII. BUDGET AND BUDGET REVISION
A. The Contractor shall be reimbursed for expenses only as itemized in the approved budget with the exception of line item budget transfers as noted in Section E of this Article and shall not be entitled to reimbursement for these expenses until this Agreement is approved and executed by the Agency on Aging. The approved Contractor's budget is hereby incorporated by reference into this Agreement as a part of Exhibit B.

B. The final date to submit a budget revision to the Agency on Aging for this Agreement is April 30, 2027.

C. Indirect Costs

1. The maximum reimbursement amount allowable for indirect costs is fifteen percent (15%) of the Contractor's Modified Total Direct Costs (MTDC), excluding in-kind contributions and nonexpendable equipment.

Indirect costs shall not exceed fifteen percent (15%) of the Contractor's MTDC per funding category.

Modified Total Direct Cost (MTDC) means all direct salaries and wages, applicable fringe benefits, materials and supplies, services, travel, and up to the first $50,000 of each subaward (regardless of the period of performance of the award). MTDC excludes in-kind contributions, Area Plan Grant Award 35 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E equipment, capital expenditures, charges for patient care, rental costs, tuition remission, scholarships and fellowships, participant support costs and the portion of each award in excess of $50,000. Other items may only be excluded when necessary to avoid a serious inequity in the distribution of indirect costs, and with the approval of the cognizant agency for indirect costs. [45 CFR 75.2]

2. The contractor requesting reimbursement for indirect costs exceeding the maximum fifteen percent (15%) shall retain on file an approved negotiated indirect cost rate or cost allocation plan.

3. Indirect costs exceeding the fifteen percent (15%) maximum may be budgeted as in-kind for purposes of meeting matching requirements in Title Ill and Title VII programs only. Contractors must receive prior approval from the federal awarding agency, through the Agency on Aging with approval from the California Department of Aging, prior to budgeting the excess indirect costs as in-kind.

4. For major Institutes of Higher Education and major nonprofit organizations, indirect costs must be classified within two 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). [2 CFR 200.414(a)] [45 CFR §75.414(a)] D. Program Specific Funds

1. Program Income
a. Program Income must be reported and expended under the same terms and conditions as the program funds from which it is generated.
b. Program Income must be used to pay for current allowable costs of the program in the same fiscal year that the income was earned (except as noted in Section D.1 .d of this Article).
c. For Title Ill B, Ill C, Ill D, Ill E, VII Ombudsman, and VII Elder Abuse Prevention, Ombudsman Citation Penalties Account, Licensing and Certification Program Funds, Skilled Nursing Facility Quality and Accountability Funds, CARES Act, Elder Justice Act, and Older Californians Act. Program Income must be spent before contract funds ( except as noted in Section D .1.d of this Article) and may reduce the total amount of contract funds payable to the Contractor.

Area Plan Grant Award 36 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E d. Program Income may not be used to meet the matching
requirements of this Agreement.
e. Program Income must be used to expand baseline services. f. If as a result of advanced funds, the project earns interest on funds awarded by the Agency on Aging, that interest shall be identified as income to the program and used for program expenditures, with full documentation on file for all programs.

2. One-Time-Only (OTO) Funds
a. OTO Funds, if any, are non-transferable between funding sources.

This means that OTO funds can only be used in the program in which they were accrued.
b. Titles Ill and VII federal program OTO funds shall only be used for the following purposes:
i. Home and community-based projects that are approved in advance by the California Department of Aging, and are
designed to address the unmet needs of the eligible service population identified in the Area Plan.
ii. Innovative pilot projects that are approved in advance by the California Department of Aging, and are designed for the development or enhancement of a comprehensive and
coordinated system of services as defined in 45 CFR
§1321.53(a)(b).
iii. OTO funds can be used to maintain or increase baseline services; however, the Contractor shall assure that services funded with OTO funds will not create an expectation of service delivery beyond the current Contract period. Expenditures for baseline services do not require advance approval from the California Department of Aging.
c. NSIP OTO funds shall only be used to purchase food used in the Elderly Nutrition Program.

E. Line Item Budget Transfers
The Contractor may transfer Agreement funds between line items under the following terms and conditions:

1. The Contractor shall obtain prior approval from the Agency on Aging for any line item transfer of funds that exceeds ten percent ( 10%) of the total budget for each funding source, and submit a revised budget to the Agency on Aging.

2. The Contractor shall maintain a written record of all budget changes and clearly document line item budget changes. The record shall include the Area Plan Grant Award 37 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E date, amount, and purpose of the transfer. This record shall be available to the Agency on Aging upon request and shall be maintained in the same manner as all other financial records.

F. Matching Contributions

1. "Matching Contributions" is defined in Article I, Section H. a. Cash and/or in-kind contributions may count as match, if such contributions are used to meet program requirements.
b. Any matching contributions (cash or in-kind) must be verifiable from the records of the Contractor or subcontractor.
c. Matching contributions must be used for allowable costs in accordance with the Office of Management and Budget cost principles.

2. Minimum matching contributions for Older Americans Act funded grants awarded by the Fresno-Madera Area Agency on Aging are determined as follows:
a. Title Ill B Supportive Services (not including Ombudsman), Title Ill C1 Congregate Nutrition, and Title Ill C2 Home-Delivered Nutrition is forty percent (40%).
b. Title Ill E Family Caregiver Support Program is thirty percent (30%). c. Long-Term Care Ombudsman Program; Title VI I Elder Abuse Prevention; Title Ill D Health Promotion-Evidence Based: No Match Required

3. Minimum matching requirements are calculated on net costs, which are total costs less program income, non-matching contributions, and State funds.

4. Matching contributions generated in excess of the minimum required are considered overmatch.

ARTICLE VIII. PAYMENT
A. The Contractor shall prepare and submit a monthly expenditure report, as indicated in Appendix E, Required Reports and Due Dates, by the 15th of each month to the Agency on Aging, unless otherwise specified by the Agency on Aging. The report shall include all costs and funding sources for the month prior.

B. The Agency on Aging shall review the Contractor's report to ensure compliance with the approved Agreement budget.

Area Plan Grant Award 38 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E C. The Agency on Aging shall process and approve reported expenditures that are based upon actual, not estimated expenditures. The Agency on Aging shall notify the Contractor of any disputed expenditures.

D. The Contractor shall submit timely expenditures to the Agency on Aging. Late expenditures may lead to a delay in payment until the following month.

E. Upon written request by the Agency on Aging, the Contractor must submit additional documentation or justification to support the reported expenditures.

F. Depending upon funding availability, the Agency on Aging shall make monthly reimbursement payments to the Contract as specified in Appendix E, Required Reports and Due Dates, of this Agreement. The Agency on Aging shall pay the Contractor a total not to exceed the amount shown on page one ( 1) of this Agreement.

G. The Agency on Aging may withhold payment if the Agency on Aging determines that the Agreement with the Contractor is at-risk, as described in Appendix F, Sanction Policy.

H. The Agency on Aging shall be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time and in the manner herein provided. Payments made after a decision to withhold funds or terminate the Agreement will be governed by Article XVII, Termination.

I. The Agency on Aging may require financial reports more frequently than indicated in Section A of this Article or more detail (or both), upon written notice to the Contractor, until such time as the Agency on Aging determines that the financial management standards are met.

J. Closeout

1. Contractor is required to submit the Financial Closeout Report for this Agreement and Fixed Assets Acquired through Grants with the FresnoMadera Area Agency on Aging (FMAAA 32) to the Agency on Aging by July 15, 2027. All contractors are required to submit Program Property Inventory Certification annually, at the time of closeouts, to [email protected] or as instructed by FMAAA. If Agreement is terminated or cancelled prior to June 30, 2027, the Financial Closeout Report and FMAAA 32 shall be submitted to the Agency on Aging within fifteen (15) days of termination or cancellation of the Agreement.

ARTICLE IX. SUBCONTRACTS
A. The Contractor must obtain approval from the Agency on Aging prior to awarding any subcontracts for services contracted in this Agreement.

B. The Contractor shall not obligate funds for this Agreement in any subcontracts for service beyond the ending date of this Agreement.

Area Plan Grant Award 39 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1B8E7D9BE20E C. The Contractor shall have no authority to contract for, or on behalf of, or incur obligations on behalf of the State of California or the Agency on Aging.

D. The Contractor shall maintain on file copies of subcontracts, memorandums, and/or Letters of Understanding which shall be made available for review at the request of the Agency on Aging.

E. The Contractor shall require language in all subcontracts to require all subcontractors to comply with all applicable State and federal laws.

F. The Contractor shall require its subcontractors under this Agreement, other than units of local government which are similarly self-insured, to maintain adequate insurance coverage for general liability, Workers Compensation liabilities, and if appropriate, automobile liability including non-owned automobile and professional liability, and further, the Contractor shall require all of its subcontractors to hold the Contractor harmless. The subcontractor's Certificate of Insurance for general and automobile liability shall also name the Contractor, not the Agency on Aging, as the certificate holder and additional insured. The Contractor shall maintain Certificates of Insurance for all of its subcontractors.

G. The Contractor shall require language in all subcontracts to require all subcontractors to indemnify, defend, and save harmless the Agency on Aging, its officers, agents, and employees from any and all claims and losses accruing to or resulting from any contractors, subcontractors, suppliers, laborers, and any other person, firm, or corporation furnishing or supplying work services, materials, or supplies in connection with any activities performed for which funds from this Agreement were used and from any and all claims and losses accruing or resulting to any person, firm, or corporation who may be injured or damaged by the subcontractor(s) in the performance of this Agreement.

H. The Contractor shall ensure that the subcontractor will complete all reporting and expenditure documents requested by the Agency on Aging. These reporting and expenditure documents shall be sent to the Contractor in a timely manner and at intervals as determined by the Agency on Aging.

I. The Contractor shall require all subcontractors to maintain adequate staff to meet the subcontractor's agreement with the Contractor. This staff shall be available to the California Department of Aging and the Agency on Aging for training and meetings, which the California Department of Aging or the Agency on Aging may find necessary from time to time.

J. If a private non-profit corporation, the subcontractor shall be in good standing with the Secretary of State of California and shall maintain that status throughout the term of the Agreement.

Area Plan Grant Award 40 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7O9BE20E K. In the case of small contracts, not over $100,000 in the aggregate, the contractor may need only obtain price or rate quotations from a number of qualified sources and informally select the source with which to contract or obtain the purchase. [22 CCR 7352(g).] Although a competitive process is not required , a Pre-Award Review is required for small contracts with for-profit entities, as follows:

1. Pre-Award Review: Prior to informally selecting the for-profit entity with which to contract or obtain the purchase, the AAA shall submit the following to CDA for review and approval for small contracts (under $100,000 in the aggregate):
a. Documentation that the aggregate value of the contract with any entity is less than $100,000.
b. A completed CDA 2000 (Conflict of Interest Disclosure Form) that discloses whether a potential or actual conflict of interest exists. c. Copies of the price or rate quotations received from qualified sources on individual bidder letterhead.

2. The Agency on Aging will provide a determination letter within fifteen (15) days of receipt of all required documentation confirming that the contractor has satisfied the requirements of a noncompetitive award to a for-profit entity or will provide detail as to the requirement(s) that have not been met.

3. The AAA shall maintain all of the following for a period of three years after final payments are made and all other pending matters are closed :
1) Copies of all approved bids or proposals and any amendments or changes thereto.
2) A statement of the criteria used to approve awards.
3) Copies of the award documents and contracts entered into pursuant to Section 7364.
4) Other information as requested by 45 CFR 92.36(b ), [CCR Title 11, Section 7352(h) as well as CDA's determination letter.

4. Because "requirements" under a particular contract likely have distinct and itemized values, considering these distinct values together likely provides the most reasonable way of viewing the meaning of "aggregate" for purposes of determining whether the small contract procurement procedures may be used for a particular contract under 22 CCR 7352 (g).

As such , aggregate likely means the combined total estimated value of each requirement for a particular contract. This would require the contractor to assess its known contract requirements in the planning phase and estimate the value of each requirement. If those requirements Area Plan Grant Award 41 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E in the aggregate are not more than $100,000, the small contract procedures may be used.

L. Contracts over $100,000 in the aggregate for any entity must follow an open and competitive process [22 CCR 7352].

The Contractor shall, prior to the awarding of a subcontract to any for-profit entity, submit the following to Agency on Aging for review and approval:

1. The Request for Proposal (RFP) or Invitation for Bid. [22 CCR 7362(a)(1 )].

2. All bid proposals received. [22 CCR 7362(a)(2)].

3. The proposal or bid evaluation documentation, along with the AAA's rationale for awarding the contract to a for-profit entity. [22 CCR 7362(a)(3)].

4. Description and documentation of dissemination of
information concerning the RFP to elicit adequate
competition. [22 CCR7356].

M. The Agency on Aging will provide a determination letter within fifteen (15) days of receipt of all required documentation confirming that the Contractor has satisfied the requirements of a competitive award to a for-profit entity or will provide details as to the requirement(s) that have not been met. The Contractor must maintain all documentation on file that supports a competitive award to a for-profit entity, as well as the Agency on Aging's determination letter. Where a program may be contracted to a for-profit organization, the Contractor should include in its contract with the for-profit entity, a requirement for performance of a program specific audit of the contracted program by an independent audit firm.

N. The contractor shall refer to 2 CFR 200.331, Subpart D-Subrecipient and Contractor Determinations and 45 CFR 75.351, Subpart D-Subrecipient and Contractors Determinations in making a determination if a subcontractor relationship exists. If such a relationship exists, then the contractor shall follow the procurement requirements in the applicable Office of Management and Budgets (0MB) Circular.

0. The Contractor shall utilize procurement procedures as follows:

1. The Contractor shall obtain goods and services through open and competitive awards. Each contractor shall have written policies and procedures, including application forms , for conducting an open and competitive process, and any protests resulting from the process.

2. For goods and services purchased with Title Ill or Title VII funds, the Area Plan Grant Award 42 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E procurement procedures must include, at a minimum, the requirements set forth in 22 CCR 7352. The only exceptions are contained in 22 CCR 7360(a) and 22 CCR 7360(d). The Contractor issuing a noncompetitive award must comply with 22 CCR 73600 (b )-( d).

ARTICLE X. RECORDS AND REPORTS
A. Records

1. The Contractor shall maintain complete records which shall include, but not be limited to, accounting records, contracts, agreements, a reconciliation of the Financial Closeout Report to the audited financial statements, and a summary worksheet identifying the results of performing audit resolution of its subcontractors in accordance with Article XIV, Audit Requirements, of this Agreement. This includes the following: Letters of agreement, insurance documentation, Memorandums and/or Letters of Understanding, patient or client records, and electronic files of its activities and expenditures hereunder in a form satisfactory to the Agency on Aging. All records pertaining this Agreement must be made available for inspection and audit by the Agency on Aging or its duly authorized agents, at any time during normal business hours.

2. All such records, including confidential records, must be maintained and made available by the Contractor as follows:
a. Until an audit of the July 1, 2026 through June 30, 2027 period of expenditures has occurred and an audit resolution has been issued or unless otherwise authorized in writing by the Agency on Aging or the California Department of Aging's Audit and Risk Management Branch;
b. For such longer period, if any, as is required by applicable statute, by any other clause of this Agreement, or by Sections 3 and 4 of this Article; and
c. For such longer period as the Agency on Aging or the State deems necessary.

3. If this Agreement is completely or partially terminated, the records relating to the work terminated shall be preserved and made available for the same periods as in Sections A.2.a through A.2.c of this Article. The Contractor shall ensure that any resource directories and all client records remain the property of the Agency on Aging upon termination of this Agreement, and are returned to the Agency on Aging or transferred to another contractor as instructed by the Agency on Aging.

4. In the event of any litigation, claim, negotiation, audit exception , or other action involving the records, such records shall be maintained and kept Area Plan Grant Award 43 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E available until every action has been cleared to the satisfaction of the Agency on Aging and the State and so stated in writing to the Contractor.

5. Adequate source documentation of each transaction shall be maintained relative to the allowability of expenditures reimbursed by the Agency on Aging under this Agreement. Source documentation includes, but is not limited to: vendor invoices, bank statements, cancelled checks, bank/credit card statements, contracts and agreements, employee time sheets, purchase orders, indirect cost allocation plans.

6. All records containing confidential information shall be handled in a confidential manner in accordance with the requirements for information integrity and security, and in accordance with guidelines set forth in this section. After the authorized period has expired, confidential records shall be shredded and disposed of in a manner that will maintain confidentiality.

B. Reports

1. The Contractor shall prepare and submit fiscal and performance reports as designated in Appendix E, Required Reports and Due Dates. Reports shall be submitted on forms in a format approved by the Agency on Aging.

2. The Contractor shall assure that all financial and program data submitted to the Agency on Aging are timely, complete, accurate, and verifiable.

3. If supporting documentation is required as stated in Article XIV, Audit Requirements, all such documentation must accompany the monthly expenditure report.

4. All Program Income received by the Contractor shall be included on the monthly expenditure report, and expenditures supported by Program Income shall be stated in the appropriate column. Program Income shall be tracked on a "first in-first out" method. Unspent Program Income shall not exceed the equivalent of thirty (30) days average Program Income.

5. The Contractor shall cross-train staff on program data collection and reporting requirements in the event of planned or unplanned prolonged absences to ensure timely and accurate submission of data.

6. Upon request, the Contractor will provide information and supporting documentation on any activities funded in-part or in-whole with the supplement funding .

ARTICLE XI. PROPERTY
Area Plan Grant Award 44 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1B8E7D9BE20E A. Unless otherwise provided for in this Article, property refers to all assets used in operation of this Agreement.

1. Property includes land, buildings, improvements, machinery, vehicles, furniture, tools, intangibles, etc.

2. Property does not include consumable office supplies such as paper, pencils, toner cartridges, file folders, etc.

B. Property acquired under this Agreement, which meets any of the following criteria, is subject to the reporting requirements (SAM 8610.5):

1. Has a normal useful life of at least one (1) year and has a unit acquisition cost of at least $500 (a desktop or laptop setup is considered a unit, if purchased as a unit).

2. All computing devices, regardless of cost (including, but not limited to, workstations, servers, laptops, personal digital assistants, notebook computers, tablets, smartphones, and cellphones).

3. All Portable electronic storage media, regardless of cost (including but not limited to, thumb/flash drives and portable hard drives).

C. Intangibles are property which lack physical substance but give valuable rights to the owner. Examples of intangible property include patents, copyrights, leases, and computer software. By contrast, hardware consists of tangible equipment (e.g., computer printer, terminal, etc.). Costs include all amounts incurred to acquire and to ready the intangible asset for its intended use.

Typical intangible property costs include the purchase price, legal fees, and other costs incurred to obtain title to the asset.

D. Equipment/Property with per unit cost over $500 or any computing devices, regardless of cost, requires justification from the Contractor and approval from the California Department of Aging and the Agency on Aging. The Contractor must submit a detailed listing of planned Equipment/Property purchases in its budget to the Agency on Aging ( Schedule of Program/Site Supplies and Equipment Purchases, page 4 of Exhibit B, Budget). Please note an approved budget is not approval for equipment purchases. The Agency on Aging will notify the Contractor when the California Department of Aging has rendered an approval decision.

E. The Contractor shall report property acquired with funds provided under this Agreement to the Agency on Aging:

1. Title Ill B, Title Ill C, and Title VII (b ): On the Monthly Report of Expenditures and Donations Revenue for the month in which the property was acquired.

Area Plan Grant Award 45 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

2. Title Ill E: On the Title Ill E Monthly Report of Expenditures (for the Family Caregiver Support Program) for the month in which the property was acquired.

3. Long-Term Care Ombudsman Program: On the Budget
Summary/Monthly Expenditure Report and Request for Funds, Special Deposit Fund (SDF) & Skilled Nursing Facility Quality & Accountability Fund (SNFQAF) (CDA-OMB-300) for the month in which the property was acquired.

F. The Contractor shall attach receipts for the property and a list of the following information for each item of property acquired: Date acquired; complete description; model number; serial number (if applicable); cost or other basis of valuation; fund source; and specific location of the property.

G. The Contractor shall maintain a cumulative inventory, including the Asset Tag number and all information required by Section F of this Article, of all property furnished or purchased by the Contractor with funds awarded under the terms of this Agreement or any predecessor agreement for the same purpose.

H. The Contractor shall affix the Asset Tag provided by the Agency on Aging to tangible property upon receipt of the asset tag from the agency, which identifies the property as State of California property. The Contractor shall enter the Asset Tag number on the cumulative inventory records maintained by the Contractor for this Agreement.

I. The Contractor shall conduct an annual physical inventory of all property furnished or purchased by the Contractor with funds awarded under the terms of this Agreement or any predecessor agreement for the same purpose, and submit Fixed Assets Acquired through Grants with the Fresno-Madera Area Agency on Aging (FMAAA 32) with the annual Financial Closeout Report to the Agency on Aging. Corresponding reconciliation must be kept on file and available for review by the Agency on Aging.

J. Prior to disposal of any property purchased by the Contractor or subcontractor with funds from this Agreement or any predecessor Agreement, the Contractor must obtain approval from the California Department of Aging, through the Agency on Aging, for all reportable property as defined in Section B of this Article. The Contractor shall submit a Request to Dispose of Property (FMAAA 248) to the Agency on Aging to request disposal of property.

Disposition, which includes sale, trade-in, discarding, or transfer to another agency, may not occur until approval is provided by the California Department of Aging and the Agency on Aging notifies the Contractor of the State's instructions for disposition of property (CDA 248) to [email protected] Area Plan Grant Award 46 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E Once property has been disposed as per the State's authorization and instructions, the item(s) shall be removed from the Contractor's inventory report. Property is not to be disposed of until both the CDA 248 and STD 152 have been approved by CDA. Contractor will be liable for repayment of purchase price of equipment if Contractor disposes of equipment without prior approval from Agency on Aging and CDA.

K. The Contractor must sanitize property (remove all confidential, sensitive, or personal information) prior to disposal, including removal or destruction of data on computing devices with digital memory and storage capacity. This includes, but is not limited to, magnetic tapes, personal computers, personal digital assistants, cell or smart phones, multi-function printers, and laptops. The Contractor must attach documentation of sanitation of such devices to the Request to Dispose of Property (FMAAA 248) requesting property disposal.

L. Any loss, damage, or theft of equipment shall be investigated and fully documented, and the Contractor shall promptly notify the Agency on Aging and shall provide copies of investigative documentation and police reports as requested by the California Department of Aging. In addition, the Contractor shall complete a Request to Dispose of Property (FMAAA 248) and provide it to the Agency on Aging.

M. The State reserves title to all property purchased or financed with funds provided through the Agency on Aging that is not fully consumed in the performance of this Agreement, including property acquired with grant funds, matching funds, monetary donations, and in-kind donations as entered on the budget, budget revisions, and/or closeout report for this Agreement, unless otherwise required by federal law or regulations.

N. The Contractor shall exercise due care in the use, maintenance, protection, and preservation of such property during the period of the project, and shall assume responsibility for replacement or repair of such personal property during the period of the project and until the Contractor has complied with all written instructions from the Agency on Aging regarding the final disposition of the property.

0. In the event of the Contractor's dissolution, or upon termination of this Agreement, the Contractor shall provide a final property inventory to the Agency on Aging. The Agency on Aging reserves the right to require the Contractor to transfer such property to another entity, or to the Agency on Aging.

To exercise the above right, no later than one hundred twenty (120) days after P. termination of this Agreement or notification of the Contractor's dissolution, the AAA will issue specific written disposition instructions to the Contractor.

Area Plan Grant Award 47 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E Q. The Contractor shall use the property for the purpose for which it was intended under this Agreement.

R. The Contractor shall not use equipment or supplies acquired under this Agreement with federal and/or State monies for personal gain or to usurp the competitive advantage of a privately-owned business entity.

S. If purchase of property is a reimbursable item, the property to be purchased will be specified on an approved Budget.

T. The Contractor shall include the provisions contained in this Article in all its subcontracts awarded under this Agreement.

ARTICLE XII. ACCESS
A. The Contractor shall provide access to the Agency on Aging, federal or State contracting agency, Bureau of State Audits, the Comptroller General of the United States, or any of their duly authorized federal or State representatives to any books, documents, papers, and records of the Contractor or subcontractor which are directly pertinent to this specific Agreement for the purpose of an audit, examination, excerpts, and transcriptions. The Contractor shall include this requirement in its subcontracts.

ARTICLE XIII. MONITORING AND EVALUATION
A. Welfare and Institution Code (WIC) (Division 8.5 Mello-Granlund Older Californians Act [9000 - 9757 .5] Chapter 2. California Department of Aging [9100-9118.5] Article 1. General provisions [9100-9114] Section 9102 (a)) states that the State Unit of Aging shall administer all programs under the Older Americans Act of 1965, as amended, and this division, including providing ongoing oversight, monitoring, and service quality evaluation to ensure that service providers are meeting standards of service performance established by the department.

The Agency on Aging conduct onsite/remote monitoring visits to ensure that the contractor(s) are in compliance with all federal and State laws, regulations, policies, contracts or grant agreements (Administrative); Performance goals are achieved (Program); and Federal awards are used for authorized purposes (Fiscal). Comprehensive onsite/remote assessments are conducted at a minimum once every two years as resources permit.

B. Authorized State representatives and the Agency on Aging shall have the right to monitor and evaluate the Contractor's administrative, fiscal and program performance pursuant to this Agreement. Said monitoring and evaluation may include, but is not limited to, administrative processes, fiscal , data and procurement components. This will include policies, procedures, procurement, audits, inspections of project premises, interviews of project staff and participants, and when applicable, inspection of food preparation sites.

Area Plan Grant Award 48 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E C. The Contractor shall cooperate with the State and the Agency on Aging in the monitoring and evaluation processes, which include making any administrative, program and fiscal staff available during any scheduled process.

D. The Contractor shall monitor contracts and subcontracts to ensure compliance with laws, regulations, and the provisions of contracts that may have a direct and/or material effect on each of its Agency on Aging funded programs.

E. · The Contractor is responsible for maintaining supporting documentation including financial and statistical records, contracts, subcontracts, monitoring reports, and all other pertinent records until an audit has occurred and an audit resolution has been issued or unless otherwise authorized in writing by CDA or the Agency on Aging.

F. Review, approve, and monitor its subcontractor budgets and expenditures and any subsequent amendments and revision to budgets, To the extent feasible, ensure that all budgeted funds are fully expended by the end of each fiscal year.

ARTICLE XIV. AUDIT REQUIREMENTS
A. General

1. Any duly authorized representative of the federal or State government, which includes but is not limited to the State Auditor, CDA Staff, the Agency on Aging, and any entity selected by the State to perform inspections, shall have the right to monitor and audit Contractor and all subcontractors providing services under this Agreement through on-site inspections, audits, and other applicable means the State determines necessary. In the event that CDA is informed of an audit by an outside federal or State government entity affecting the Contractor, CDA and/or the Agency on Aging will provide timely notice to the Contractor.

2. Contractor shall make available all reasonable information necessary to substantiate that expenditures under this agreement are allowable and allocable, including, but not limited to accounting records, vendor invoices, bank statements, cancelled checks, bank/credit card statements, contracts and agreements, employee time sheets, purchase orders, indirect cost allocation plans. Contractor shall agree to make such information available to the federal government, the State, the Agency on Aging, or any of their duly authorized representatives, including representatives of the entity selected by State to perform inspections, for examination, copying, or mechanical reproduction, on or off the premises of the appropriate entity upon a reasonable request.

3. All agreements entered into by Contractor and subcontractors with audit firms for purposes of conducting independent audits under this Area Plan Grant Award 49 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1B8E7O9BE20E Agreement shall contain a clause permitting any duly authorized representative of the federal or State government and the Agency on Aging access to the supporting documentation of said audit firm(s).

4. The Contractor shall cooperate with and participate in any further audits which may be required by the State, including CDA and Agency on Aging fiscal and compliance audits.

B. CDA Fiscal and Compliance Audits

1. The CDA Audits and Risk Management Branch shall perform fiscal and compliance audits of Contractors in accordance with Generally Accepted Government Auditing Standards (GAGAS) to ensure compliance with applicable laws, regulations, grants, and contract requirements.

2. The CDA fiscal and compliance audits may include, but not be limited to, a review of:
a. Financial closeouts (2 CFR §200.1 and 45 CFR §75.2). b. Internal controls (2 CFR §200.303 and 45 CFR §75.303). c. Allocation of expenditures (2 CFR §200.1 and 45 CFR §75.2). d. Allowability of expenditures (2 CFR §200.403 and 45 CFR §75.403). e. Equipment expenditures and approvals, if required (2 CFR §200.439 and 45 CFR §75.439).

C. Contractor Single Audit Reporting Requirements

1. Contractors that expend $1,000,000 or more in federal funds shall arrange for an audit to be performed as required by the Single Audit Act of 1984, Public Law 98-502; the Single Audit Act Amendments of 1996, Public Law 104-156; 2 CFR §200.501 to 200.521; and 45 CFR §75.501 to

75.521. A copy shall be submitted to the Agency on Aging's physical address:

Fresno-Madera Area Agency on Aging
2520 West Shaw Lane, Suite 101A
Fresno, CA 93711

2. The copy shall be submitted within thirty (30) days after receipt of the auditor's report or nine (9) months after the end of the audit period, whichever occurs first, or unless a longer period is agreed to in advance by the cognizant or oversight agency.

3. For purposes of reporting, the Contractor shall ensure that State-funded expenditures are displayed discretely along with the related federal Area Plan Grant Award 50 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E expenditures in the single audit report's "Schedule of Expenditures of Federal Awards" (SEFA) under the appropriate Catalog of Federal Domestic Assistance (CFDA) number as referenced in Section L of this Article.

4. For State contracts that do not have CFDA numbers, the Contractor shall ensure that the State-funded expenditures are discretely identified in the "Schedule of Expenditures of Federal Awards" by the appropriate program name, identifying Agency on Aging grant/contract number, and as passed-through the California Department of Aging.

D. The Contractor shall perform a reconciliation of the "Financial Closeout Report" to the audited financial statements, single audit, and general ledgers. The reconciliation shall be maintained and made available for Agency on Aging and CDA review.

E. Contractor Resolution of Contractor's Subrecipients
The Contractor shall have the responsibility for resolving its contracts with subcontractors to determine whether funds approved under this Agreement are expended in accordance with applicable laws, regulations, and provisions of contracts or agreements. The Contractor shall, at a minimum, perform Contract Resolution with fifteen (15) months of the "Financial Closeout Report."
F. The Contractor shall ensure that subcontractor single audit reports meet 2 CFR §200 and 45 CFR §75, Subparts F-Audit Requirements.

G. Contract resolution includes:

1. Ensuring that subcontractors expending $750,000 or more in federal awards during the subcontractor's fiscal year have met the audit requirements of 2 CFR §200.501-200.521 and 45 CFR §75.501-75.521.

2. Issuing a management decision on audit findings within six (6) months after receipt of the subcontractor's single audit report and ensuring that the subcontractor takes appropriate and timely corrective action;

3. Reconciling expenditures reported to the Agency on Aging to the amounts identified in the single audit or other type of audit, if the Contractor was not subject to the single audit requirements. For a Contractor who was not required to obtain a single audit and did not obtain another type of audit, the reconciliation of expenditures reported to the Agency on Aging must be accomplished through performing alternative procedures (e.g., risk assessment [2 CFR §200.331 and 45 CFR §75.352]; documented review of financial statements; and documented expense verification, including match; etc.).

Area Plan Grant Award 51 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7O9BE20E H. When alternative procedures are used, the Contractor shall perform financial management system testing which provides, in part, for the following:

1. Accurate, current, and complete disclosure of the financial results of each federal award or program.

2. Records that identify adequately the source and application of funds for each federally funded activity.

3. Effective control over, and accountability for, all funds, property, and other assets to ensure these items are used solely for authorized purposes.

4. Comparison of expenditures with budget amounts for each federal award.

5. Written procedures to implement the requirements of 2 CFR §200.305.

6. Written procedures for determining the allowability of costs in accordance with 2 CFR §200 and 45 CFR §75, Subparts E-Cost Principles. [2 CFR §200.302 and 45 CFR §75.302]

7. The Contractor shall document system and expense testing to show an acceptable level of reliability, including a review of actual source documents.

8. Determining whether the results of the reconciliations performed necessitate adjustment of the Contractor's own records.

I. The Contractor shall ensure that subcontractor single audit reports meet 2 CFR §200 and 45 CFR §75, Subparts F - Audit Requirements:

1. Performed timely: Not less frequently than annually and a report submitted timely. The audit is required to be submitted within thirty (30) days after receipt of the auditor's report or nine (9) months after the end of the audit period, whichever occurs first. [2 CFR §200.512 and 45 CFR §75.512]

2. Properly procured: Use procurement standards for auditor selection. [2 CFR §200.509 and 45 CFR §75.509]

3. Performed in accordance with Generally Accepted Government Auditing Standards. [2 CFR §200.514 and 45 CFR §75.514]

4. All inclusive: Includes an opinion (or disclaimer of opinion) of the financial statements; a report on internal control related to the financial statements and major programs; an opinion (or disclaimer of opinion) on compliance with laws, regulations, and the provisions of contracts; and the schedule of findings and questioned costs. [2 CFR §200.515 and 45 CFR §75.515] Area Plan Grant Award 52 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1B8E7D9BE20E

5. Performed in accordance with provisions applicable to this program as identified in 2 CFR §200, and 45 CFR §75, Subpart F-Audit Requirements.

J. Requirements identified in this Article shall be included in Contractor's contracts with Subcontractors. Further, the Contractor shall be required to include in its contract with the independent auditor that the auditor will comply with all applicable audit requirements/standards; Agency on Aging shall have access to all audit reports and supporting work papers, and Agency on Aging has the option to perform additional work, as needed.

K. The Contractor shall prepare a summary worksheet of results from the contract resolutions performed of all subcontractors. The summary worksheet shall include, but not limited to contract amounts; amounts resolved; amounts of match verified, resolution of variances; recovered amounts; whether an audit was relied upon or the contractor performed an independent expense verification review (alternative procedures) of the Contractor/Subcontractor in making a determination; whether audit findings were issued; an if applicable, issuance date of the management letter; and any communication or follow-up performed to resolve the findings.

L. A reasonably proportionate share of the costs of audits required by, and performed in accordance with the Single Audit Act Amendments of 1996, as implemented by requirements of this part, are allowable. However, the following audit costs are unallowable:

1. Any costs when audits required by the Single Audit Act, 2 CFR §200 and 45 CFR §75, Subparts F - Audit Requirements have not been conducted or have been conducted but not in accordance therewith; and

2. Any costs of auditing a non-federal entity that is exempted from having an audit conducted under the Single Audit Act, 2 CFR §200 and 45 CFR §75, Subparts F - Audit Requirements because its expenditures under federal awards are less than $750,000 during the non-federal entity's fiscal year. a. The costs of a financial statement audit of a non-federal entity that does not currently have a federal award may be included in the indirect cost pool for a cost allocation plan or indirect cost proposal. b. Pass-through entities may charge federal awards for the cost of agreed-upon-procedures engagements to monitor subcontractors who are exempted from the requirements of the Single Audit Act, 2 CFR §200 and 45 CFR §75, Subparts F - Audit Requirements. This cost is allowable only if the agreed-upon-procedures engagements are conducted in accordance with Generally Accepted Government Auditing Standards (GAGAS) attestation standards, paid for and arranged by the pass-through entity, and limited in scope to one or more of the following types of compliance requirements: Activities Area Plan Grant Award 53 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E allowed or not allowed; allowable costs/cost principles; eligibility; and reporting. [2 CFR 200.425]
M. This Section B applies only to Title Ill and Title VII.

The following closely related programs identified by CFDA number are to be considered as an "other cluster" for purposes of determining major programs or whether a program-specific audit may be elected. The Contractor shall identify the CFDA titles and numbers to the independent auditor conducting the organization's single audit along with each of its subcontractors. The funding source (Federal Granter) for the following programs is the U.S.

Department of Health and Human Services, Administration for Community Living.

93.041 Special Programs for the Aging - Title VII-A, Chapter 3 - Programs for Prevention of Elder Abuse, Neglect, and Exploitation (Title VII-A, Chapter 3)

93.042 Special Programs for the Aging - VII-A, Chapter 2 - Long Term Care Ombudsman Services for Older Individuals Title VII-A, Chapter 2)

93.043 Special Programs for the Aging - Title Ill, Part D - Disease Prevention and Health Promotion Services (Title 111 D)

93.044 Special Programs for the Aging - Title 111, Part B - Grants for Supportive Services and Senior Centers (Title Ill B)

93.045 Special Programs for the Aging - Title Ill, Part C - Nutrition Services (Title Ill C)

93.052 National Family Caregiver Support Program - Title 111, Part E (Title Ill E)

93.053 Nutrition Services Incentive Program (NSIP)
"Cluster of programs" means a grouping of closely related programs that share common compliance requirements. The types of clusters of programs are research and development, student financial aid, and other clusters. "Other clusters" are defined by the consolidated CFR in the Compliance Supplement or as designated by a state for federal awards provided to its subcontractors that meet the definition of "cluster of programs." When designating an "other cluster," a state shall identify the federal awards included in the cluster and advise the subcontractors of compliance requirements applicable to the cluster. A "cluster of programs" shall be considered as one program for determining major programs, as described in 45 CFR §75.525(a), whether a program-specific audit may be elected. (Federal Office of Management and Budget, [45 CFR §75 Requirements], Audits of States, Local Governments [45 Area Plan Grant Award 54 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E CFR §75 Appendix V to Part 75 F.1], and Non-Profit Organizations [45 CFR §75 Appendix IV to Part 75 C.2.a])
N. The Contractor must indicate which method of providing audit compliance will be in force during this Agreement (Appendix D, Method of Providing Audit Compliance).

ARTICLE XV. INSURANCE
A. Prior to commencement of any work under this Agreement, the Contractor shall provide for the term of this Agreement, the following insurance:

B.

1. General Liability of not less than $1,000,000 per occurrence for bodily injury and property damage combined (higher limits may be required by the Agency on Aging in cases of higher than usual risks).

2. Automobile Liability, including non-owned automobile liability, of not less than $1,000,000 for volunteers and paid employees providing services supported by this Agreement.

If applicable, or unless otherwise amended by future regulation, the Contractor and subcontractors shall comply with the Public Utilities Commission General Order No. 115-G which requires higher levels of insurance for charter-party carriers of passengers and is based on seating capacity as follows:
• $ 750,000 if seating capacity is under 8.
• $1,500,000 if seating capacity is 8-15.
• $5,000,000 if seating capacity is over 15.

3. Professional Liability of not less than $1,000,000 as it appropriately relates to services rendered. Coverage shall include medical malpractice and/or errors and omissions. (All programs except Title V).

The insurance will be obtained from an insurance company acceptable to the State Department of General Services, Office of Risk and Insurance Management, or be provided through partial or total self-insurance acceptable to the State Department of General Services (DGS).

C. Evidence of insurance shall be in a form and content acceptable to the State Department of General Services, Office of Risk and Insurance Management.

D The Contractor shall notify the Agency on Aging within five (5) business days of any cancellation, non-renewal, or material change that affects required insurance coverage.

E. Insurance obtained through commercial carriers shall meet the following requirements:

Area Plan Grant Award 55 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

1. The Certificate of Insurance shall include the Contract Number listed on page 1 of this Agreement and provide the statement:
"The Fresno-Madera Area Agency on Aging, its officers, agents, employees, and servants are included as additional insureds, with respect to work performed for the Fresno-Madera Area Agency on Aging under this Agreement."
Professional Liability coverage is exempt from this requirement.

2. The Fresno-Madera Area Agency on Aging shall be named as the certificate holder and its physical address (2520 West Shaw Lane, Suite 101 A, Fresno, CA 93711) must be listed on the certificate.

F. The insurance provided herein shall be in effect at all times during the term of this Agreement. In the event the insurance coverage expires during the term of this Agreement, the Contractor agrees to provide the Agency on Aging, at least thirty (30) days prior to the expiration date, a new Certificate of Insurance evidencing insurance coverage as provided herein for a period not less than the remaining Agreement term or for a period not less than one (1) year. In the event the Contractor fails to keep in effect at all times said insurance coverage, the Agency on Aging may, in addition to any other remedies it may have, terminate this Agreement.

G. A copy of each appropriate Certificate of Insurance, or letter of self-insurance, referencing this Agreement number shall be submitted to the Agency on Aging with this Agreement.

H. The Contractor shall be insured against liability for Worker's Compensation, or undertake self-insurance in accordance with the provisions of the California Labor Code and Contractor affirms to comply with such provisions before commencing the performance of the work of this Agreement. [Cal. Labor Code §3700]
I. The entity providing Ombudsman services must be insured or self-insured for professional liability covering all Ombudsman activities including, but not limited to, investigation of patient complaints.

J. Contractor agrees to indemnify, defend, and save harmless the FresnoMadera Area Agency on Aging, State of California, their officers, agents, and employees from any and all claims and losses occurring or resulting to any and all contractors, subcontractors, material, laborers, and any other person, firm or corporation furnishing or supplying work, services, materials or supplies in connection with the performance of this Agreement, and also from any and all claims and losses occurring or resulting in any person, firm or corporation, who may be injured or damaged by the Contractor in the performance of this Agreement.

Area Plan Grant Award 56 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E ARTICLE XVI. DONATIONS
A. The Contractor assures that voluntary contributions shall be allowed and may be solicited in accordance with the following requirements [OM §315(b )]:

1. The Contractor or any subcontractors for any Title Ill or Title VII-A services shall not use means tests.

2. Any Title Ill or Title VII-A client who does not contribute toward the cost of the services received shall not be denied services.

3. Methods used to solicit voluntary contributions for Title Ill and Title VII-A services shall be non-coercive. Donation letters sent to clients shall stipulate that contributions are voluntary and not required to receive service. Donation letters may not resemble a bill or statement.

4. Each Contractor will:
a. Provide each recipient with an opportunity to voluntarily contribute to the cost of the service;
b. Clearly inform each recipient that there is no obligation to contribute and that the contribution is purely voluntary;
c. Protect the privacy and confidentiality of each recipient with respect to the recipient's contribution or lack of contribution; and d. Establish appropriate procedures to safeguard and account for all contributions.
e. Use all collected contributions to expand the services for which the contributions were given and to supplement (not supplant) funds received under this Agreement.

ARTICLE XVII. TERMINATION
A. Termination Without Cause

1. The Agency on Aging may terminate performance of work under this Agreement at any time during the Agreement term, without cause in whole or in part, if the Agency on Aging determines that a termination is in the Agency on Aging's best interest, upon ninety (90) days written notice to the Contractor. The Notice of Termination shall specify the extent of the termination and shall be effective ninety (90) days from the delivery of the Notice.

The Agency on Aging may, at its discretion, decline to negotiate additional one-year Agreement periods with the Contractor beyond the initial one-year contract award term, or, as a result of the Request for Area Plan Grant Award 57 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E Proposal process, reject the Contractor's proposal for provision of service beyond the term of this Agreement; in such cases, the Agency on Aging shall provide a minimum of thirty (30) days written notice to the Contractor of non-renewal or non-award of the contract, effective on the last day of the term of this Agreement.

The parties agree that if the termination of the contract is due to a reduction or deletion of funding by the Department of Finance (DOF), Legislature, or Congress, the Notice of Termination shall be effective thirty (30) days from the delivery of the Notice from the State of California to the Agency on Aging.

The parties agree that for the terminated portion of the Agreement, the remainder of Agreement shall be deemed to remain in effect and is not void.

2. The Contractor may terminate this Agreement at any time during the Agreement term by giving the Agency on Aging ninety (90) days written notice. In the event of termination notice, the Agency on Aging will present written notice to the Contractor of any condition, such as, but not limited to, transfer of clients, care of clients, return of unspent funds, and disposition of property, which must be met prior to termination of the Agreement.

3. Contractor shall, at least ninety (90) days prior to the end of the term of this Agreement, give written notice to the Agency on Aging if it intends to discontinue provision of any programs or services included in this Agreement during the subsequent Agreement period. The purpose of this requirement is to provide sufficient planning and transition time during the course of this Agreement period to ensure continuity of services to clients.

B. Termination for Cause

1. The Agency on Aging may terminate, in whole or in part, for cause the performance of work under this Agreement. Agency on Aging mat terminate this agreement upon thirty (30) days written notice to the Contractor. The Notice of Termination shall be effective thirty (30) days from the delivery of the Notice of Termination unless the grounds for termination are due to threat to life, health or safety of the public and in that case, the termination shall take effect immediately. The Contractor shall submit to the Agency on Aging a Transition Plan as specified in this agreement. The grounds for termination for cause shall include, but are not limited to, the following:
a. In case of threat of life, health, or safety to the public, termination of , the agreement shall be effective immediately.

Area Plan Grant Award 58 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E b. A violation of the law or failure to comply with any condition of this Agreement.
c. Inadequate performance or failure to make progress so as to endanger performance of this Agreement.
d. Failure to comply with reporting requirements.
e. Evidence that the Contractor is in an unsatisfactory financial condition as determined by an audit of the Contractor or evidence of a financial condition that endangers performance of this Agreement and/or the loss of other funding sources.
f. Delinquency in payment of taxes or payment of costs for performance of this Agreement in the ordinary course of business. g. Appointment of a trustee, receiver, or liquidator for all or a substantial part of the Contractor's property, or institution of bankruptcy, reorganization or the arrangement of liquidation proceedings by or against the Contractor.
h. Service of any writ of attachment, levy of execution, or commencement of garnishment proceedings against the
Contractor's assets or income.
i. The commission of an act of bankruptcy.
j. Finding of debarment or suspension.
k. The Contractor's organizational structure has materially changed.

I. The Agency on Aging determines that the Contractor may be considered a "high risk" agency as described in 2 CFR 200.205 AND 45 CFR 75.205. If such a determination is made, the Contractor may be subject to special conditions or restrictions, as described in Appendix F, Sanction Policy.
m. Program operations have been suspended for more than three (3) consecutive months in any budget year, unless a longer period is granted in writing by the Agency on Aging.

2. Termination of this Agreement shall take effect immediately in the case of an emergency, such as threat to life, health, or safety of the public, or when program operations have been suspended for more than three (3) consecutive months in any budget year. In all other cases of termination for cause, the termination shall take effect thirty (30) days subsequent to written notice to the Contractor.

Area Plan Grant Award 59 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

3. In the event of termination for cause, the Agency on Aging may proceed with the work in any manner deemed proper by the State. All costs to the Agency on Aging shall be deducted from any sum due the Contractor under this agreement and the balance, if any, shall be paid to the Contractor upon demand.

C. In the event of termination of this Agreement by the Agency on Aging, the Agency will present written notice to the Contractor describing the action being taken by the Agency on Aging, the reason for such action, and any conditions of the termination, including, but not limited to, the date of termination, transfer of clients, care of clients, return of unspent funds, and disposition of property, which must be met prior to termination. Said notice shall also inform the Contractor of its right to appeal such decision to the Agency on Aging and of the procedure for doing so. (Appendix G, Appeal Procedure for Service Providers)
D. Contractor's Obligation After Notice of Termination

1. After receipt of a notice of termination, and except as directed by the Agency on Aging, the Contractor shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any funds due under this clause.

The Contractor shall:
a. Stop work as specified in the Notice of Termination; b. Place no further subcontracts for materials, or services, except as necessary to complete the continued portion of the contract; c. Terminate all subcontracts to the extent they relate to the work terminated;
d. Settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts (the approval or ratification of which will be final for purposes of this clause); and e. Comply with all additional terms of this Agreement pertaining to termination or cancellation of the Agreement.

ARTICLE XVIII. REMEDIES AND APPEAL PROCESS
A. The Contractor agrees that any remedy provided in this Agreement is in addition to and not in derogation of any other legal or equitable remedy available to the Agency on Aging as a result of a breach of this Agreement by the Contractor, whether such breach occurs before or after completion of the project. Specifically, the Agency on Aging reserves the right to pursue all remedies allowed to it under the Older Americans Act, and all regulations Area Plan Grant Award 60 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1B8E7D9BE20E adopted pursuant to the Act or implementing the Act, regarding the expenditure of federal funds.

B. The Contractor may appeal an adverse determination by the Agency on Aging using the Appeal Procedure for Service Providers, which is set forth in Appendix G, for actions subject to appeal, as defined in Appendix G, Section I .A, Actions Subject to Appeal.

C. The Contractor may appeal the Agency on Aging's final adverse determination once all administrative remedies contained in' Appendix G, Appeal Procedure for Service Providers, have been exhausted, using the appeal process established in Title 22 CCR §7700 to 7710.

D. The Contractor shall continue with the responsibilities under this Agreement during any dispute.

E. Appeal costs or costs associated with a_ny court review are not reimbursable.

ARTICLE XIX. AMENDMENTS, REVISIONS OR MODIFICATIONS
A. No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed, and approved by both parties; the Agency on Aging, and by a duly authorized representative of the Contractor. No oral understanding or agreement not incorporated in this Agreement is binding on any of the parties.

B. Any provision of this Agreement which conflicts with current or future applicable federal or state laws is hereby amended to conform to the provisions of those laws. Such amendment of this Agreement shall be effective on the effective date of the laws necessitating it and shall be binding on the parties even though such amendment may not have been reduced in writing and formally agreed upon and executed by the parties.

C. Failure by the contractor to take necessary actions required by amendments to this agreement shall constitute a material violation. An amendment is required to change the Contractor's name as listed on this Agreement. Any notice given to the Agency on Aging for a Contractor's change of legal name, main address, or name of Director shall be addressed to the Fresno-Madera Agency on Aging's Executive Director and/or Program Director on the Contractor's letterhead. Upon receipt of legal documentation of the name change, the Agency on Aging will process the amendment. Invoices presented by the Contractor with the Contractor's new name cannot be paid prior to the Agency on Aging's approval of said amendment.

D. The Agency on Aging reserves the right to revise, waive, or modify the Agreement to reflect any restrictions, limitations, or conditions enacted by Congress or the Legislature or as directed by the Executive Branch and State government.

Area Plan Grant Award 61 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E ARTICLE XX. NOTICES
A. Any notice to be given hereunder by either party to the other may be affected by personal delivery in writing or by registered or certified mail, overnight mail, postage prepaid, return receipt requested, provided the Contractor retains receipt, and shall be communicated of actual receipt.

B. Notices to the Agency on Aging shall be addressed to the Fresno-Madera Area Agency on Aging at its current physical address, 2520 West Shaw Lane, Suite 101A, Fresno, CA 93711, and notices to the Contractor shall be addressed to the Contractor's address as indicated on page 1 of this Agreement, unless otherwise requested in writing.

C. Each party may change its address originally provided in this Agreement by written notice to the other party in accordance with this Article.

Area Plan Grant Award 62 FY 2026-2027
Terms and Conditions Declaration
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

APPENDIX A

RESOLUTION OF AUTHORIZATION TO CONTRACT
The governing board of the City of Reedley
(Service Provider)
hereby authorizes Nicole Zieba City Manager
(Name and Title)
to execute the contract(s) listed on Page 1 of this Agreement with the FresnoMadera Area Agency on Aging for the fiscal year beginning July 1, 2026, to June 30, 2027, including any subsequent amendments and all necessary supporting documents.

Name of Chair
Governing Board
(Please Print)
Signature of Chair
Governing Board
Resolution of
Authorization to Contract
Date
Appendix A FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

APPENDIX B

CONTRACTOR CERTIFICATION CLAUSES

CERTIFICATION
I, the official named below, CERTIFY UNDER PENAL TY OF PERJURY that I am duly authorized to legally bind the prospective Contractor to the clause(s) listed below. This certification is made under the laws of the State of California.

The City of Reedley
ContractorNendor Name (Typed)
c;;~·bw~
Federal ID Number
7/2/2026
Contractor Unique
Entity ID
S'3trr'323geo7"'34C,ruthorized Signature Date Executed
Nicole Zieba City Manager
Name and Title of Person Signing (Typed)
CONTRACTOR CERTIFICATION CLAUSES Source: State of California CCC 04/2017

1. STATEMENT OF COMPLIANCE: Contractor has, unless exempted, complied with the nondiscrimination program requirements. (Gov. Code §12990 (a-f) and CCR, Title 2, Section 11102) (Not applicable to public entities.)

2. DRUG-FREE WORKPLACE REQUIREMENTS: Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program to inform employees about:
1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug-free workplace; 3) any available counseling, rehabilitation and employee assistance programs; and, 4) penalties that may be imposed upon employees for drug abuse violations. c. Every employee who works on the proposed Agreement will:
1) receive a copy of the company's drug-free workplace policy statement; and, 2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement.

Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Contractor may be ineligible for award of any future State and Fresno-Madera Area Agency on Aging agreements if the department Contractor Certification
Clauses
Appendix B - Page 1 FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1B8E7D9BE20E

APPENDIX B

CONTRACTOR CERTIFICATION CLAUSES
determines that any of the following has occurred: the Contractor has made false certification , or violated the certification by failing to carry out the requirements as noted above. (Gov. Code §8350 et seq.)

3. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor certifies that no more than one (1) final unappealable finding of contempt of court by a Federal court has been issued against Contractor within the immediately preceding two-year period because of Contractor's failure to comply with an order of a Federal court, which orders Contractor to comply with an order of the National Labor Relations Board. (Pub. Contract Code §10296) (Not applicable to public entities.)

4. CONTRACTS FOR LEGAL SERVICES $50,000 OR MORE- PRO BONO REQUIREMENT: Contractor hereby certifies that Contractor will comply with the requirements of Section 6072 of the Business and Professions Code, effective January 1, 2003.

Contractor agrees to make a good faith effort to provide a minimum number of hours of pro bone legal services during each year of the contract equal to the lessor of 30 multiplied by the number of full-time attorneys in the firm's offices in the State, with the number of hours prorated on an actual day basis for any contract period of less than a full year or 10% of its contract with the State.

Failure to make a good faith effort may be cause for non-renewal of a state contract for legal services, and may be taken into account when determining the award of future contracts with the State and the Fresno-Madera Area Agency on Aging for legal services.

5. EXPATRIATE CORPORATIONS: Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code Section 10286 and 10286.1 , and is eligible to contract with the State of California.

6. SWEATFREE CODE OF CONDUCT:
a. All Contractors contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel , garments or corresponding accessories, equipment, materials, or supplies furnished to the state pursuant to the contract have been laundered or produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction , abusive forms of child labor or exploitation of children in sweatshop labor. The contractor further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108.
b. The contractor agrees to cooperate fully in providing reasonable access to the contractor's records, documents, agents or employees, or premises if reasonably required by authorized officials of the contracting agency, the Department of Contractor Certification
Clauses
Appendix B - Page 2 FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

APPENDIX B

CONTRACTOR CERTIFICATION CLAUSES
Industrial Relations, or the Department of Justice to determine the contractor's compliance with the requirements under paragraph (a).

7. DOMESTIC PARTNERS: For contracts of $100,000 or more, Contractor certifies that Contractor is in compliance with Public Contract Code section 10295.3.

8. GENDER IDENTITY: For contracts of $100,000 or more, Contractor certifies that Contractor is in compliance with Public Contract Code section 10295.35.

DOING BUSINESS WITH THE STATE OF CALIFORNIA
The following laws apply to persons or entities doing business with the State of California.

1. CONFLICT OF INTEREST: Contractor needs to be aware of the following provisions regarding current or former state employees. If Contractor has any questions on the status of any person rendering services or involved with the Agreement, the awarding agency must be contacted immediately for clarification.

Current State Employees (Pub. Contract Code §10410):
1) No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment. 2) No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.

Former State Employees (Pub. Contract Code §10411 ):
1) For the two-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency.
2) For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service.

If Contractor violates any provisions of above paragraphs, such action by Contractor shall render this Agreement void. (Pub. Contract Code §10420) Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Pub. Contract Code §10430 (e))

2. LABOR CODE/WORKERS' COMPENSATION: Contractor needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions , and Contractor Certification
Clauses
Appendix B - Page 3 FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

APPENDIX B

CONTRACTOR CERTIFICATION CLAUSES
Contractor affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code Section 3700)

3. AMERICANS WITH DISABILITIES ACT: Contractor assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.)

4. CONTRACTOR NAME CHANGE: An amendment is required to change the Contractor's name as listed on this Agreement. Upon receipt of legal documentation of the name change the State will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment.

5. CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA:
a. When agreements are to be performed in the state by corporations, the contracting agencies will be verifying that the contractor is currently qualified to do business in California in order to ensure that all obligations due to the state are fulfilled. b. "Doing business" is defined in R&TC Section 23101 as actively engaging in any transaction for the purpose of financial or pecuniary gain or profit. Although there are some statutory exceptions to taxation, rarely will a corporate contractor performing within the state not be subject to the franchise tax.
c. Both domestic and foreign corporations (those incorporated outside of California) must be in good standing in order to be qualified to do business in California.

Agencies will determine whether a corporation is in good standing by calling the Office of the Secretary of State.

6. RESOLUTION: A county, city, district, or other local public body must provide the State with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of the agreement.

7. AIR OR WATER POLLUTION VIOLATION: Under the State laws, the Contractor shall not be: (1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution.

8. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all contractors that are not another state agency or other governmental entity.

Contractor Certification
Clauses
Appendix B - Page 4 FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

APPENDIX C

INFORMATION INTEGRITY AND SECURITY STATEMENT
In compliance with California Government Code Section 11019.9, California Civil Code Section 1798 et seq., Department of General Services Management Memo 06- 12, and Statewide Information Management Manual (SIMM) 5300 the California Department of Aging (CDA) hereby requires the ContractorNendor/Provider to:

ACKNOWLEDGE:
• Any wrongful access, inspection, use, or disclosure of Personal, Confidential or Sensitive Information (PSCI) is a crime and is prohibited under state and federal laws, including but not limited to California Penal Code Section 502, California Government Code Section 15619, California Civil Code Section 1798.53 and 1798.55, and the Health Insurance Portability and Accountability Act. Acknowledge. • Any wrongful access, inspection, use, disclosure, or modification of PSCI information may result in termination of this Contract/Agreement.

MEET THE FOLLOWING REQUIREMENTS:
• PSCI information shall be protected from disclosure in accordance with all applicable laws, regulations, and policies.
• PSCI data be protected by authorized access using the principles of least privilege. • Any occurrence that actually or potentially jeopardizes the confidentiality, integrity, or availability of an information system or the information the system processes, stores, or transmits or that constitutes a violation or imminent threat of violation of security policies, security procedures or acceptable use policies will immediately be reported to CDA by completing a Security Incident Report CDA (1025A and 1025B). • All access codes which allow access to confidential information will be prope.rly safeguarded.
• Obligations to protect PSCI information obtained under this Contract/Agreement will continue after termination of the Contract/ Agreement with CDA. • All employees/subcontractors of the ContractorNendor/Provider will complete the required Security Awareness Training module located at
https://aging.ca.gov/lnformation_security/ within 30 days of the start date of the Contract/Agreement or within 30 days of the start date of any new employee or subcontractor. This training must be completed annually. • All employees/subcontractors of the ContractorNendor/Provider must comply with CDA's confidentiality and data security requirements as outlined in the Contract/ Agreement.

Information Integrity and
Security Statement
Appendix C - Page 1 FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

APPENDIX C

INFORMATION INTEGRITY AND SECURITY STATEMENT
• All employees/subcontractors of the Contract/Vendor/Provider must comply with the Area Plan Terms and Conditions Agreement, Article V, Section H, Information Confidentiality and Security requirements as outlined in the contract.

CERTIFY:

To protect PSCI information by:
• Accessing, inspecting, using, disclosing or modifying PSCI information only for the purpose of performing official duties.
• Never accessing, inspecting, using, disclosing, or modifying PSCI information for curiosity, personal gain, or any non-business-related reason. • Securing PSCI information in approved locations.
• Never removing PSCI information from the work site without authorization.

Meets the encryption requirements in Article V, Section Hof the Area Plan Terms and Conditions Agreement:
__ x __ Is in full compliance with the 128 Encryption requirements ____ Is not in compliance with the 128 Encryption requirements and will achieve compliance by _________ _
I hereby certify that I have reviewed this Confidentiality Statement and will comply with the above statements.

Nicole Zieba
Provider Printed Name and Title
(-:-Signed by:
~!;39~~~ Provider Signature
Title Ill C1 - Elderly Nutrition Site Management
Program Name
Information Integrity and
Security Statement
City Manager
7/2/2026
Date
27-0171 - City of Reedley
Contract Number
Appendix C - Page 2 FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7O9BE20E

APPENDIX D

METHOD OF PROVIDING AUDIT COMPLIANCE
The service provider shall indicate which method of providing audit compliance to the Fresno-Madera Area Agency on Aging (Agency on Aging) will be in force during this Agreement.

1. Review Article XIV of this Agreement (Audit Requirements).

2. Place an X in the appropriate box below:
~ An independent audit shall be performed in accordance with the l....bJ requirements of 2 CFR §200, Subpart F - Audit Requirements, and •
45 CFR §75, Subpart F - Audit Requirements, and a copy submitted to the Agency on Aging.

An independent audit shall be performed and a copy submitted to the Agency on Aging.

D All supporting documentation shall be submitted to the Agency on Aging for review along with any request for reimbursement.

Enter Fiscal Year Ending Date---•l~ __ J_u_n_e_~I G ~
Method of Providing
Audit Compliance
Month Day Year
Appendix D FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

APPENDIX E

REQUIRED REPORTS AND DUE DATES
Fiscal Reports
*Expenditure Reports by Program
Title Ill B, Title Ill C, Title Ill D, and Title VII Programs • Monthly Report of Expenditures and
Donations Revenue
Title Ill E Family Caregiver Support Program
• Title Ill E Monthly Report of Expenditures
Due 15th of each month
Due 15th of each month
Health Insurance Counseling and Advocacy Program Due 15th of each month • HICAP Monthly Report of Expenditure/Request for Funds (CDA 245) Long-Term Care Ombudsman Program Due 15th of each month • Budget Summary/Monthly Expenditure Report & Request for Funds, Special Deposit Fund & Skilled Nursing Facility Quality and Accountability Fund (CDA-OMB-300) * Payments are made by the last day of the month for accurate expenditure reports received by the due date. Late or inaccurate expenditure report submissions will result in delay of payments until reporting requirements have been met.

Additional Fiscal Reports - All Programs
• Final Budget Revisions
o Due by March 15th
• Annual Financial Close Out Report and FMAAA 32, Fixed Assets Acquired through Grants with the Fresno-Madera Area Agency on Aging
o Due by July 15th with exception of HICAP
• HICAP Financial Closeout Report for federal and State funds from April 1- March 31 due by April 30th
• Copy of Audit, as required by contract
o Due within 30 days after receipt of auditor's report, or nine months after end of audit period, whichever is earliest
• Request to Dispose of Property (FMAAA 248)
o Due within 5 days of the loss, destruction, or theft of property, or if the property will no longer be used for the contracted program
Required Reports & Due Dates Appendix E - Page 1 FY 2026-2027 Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

APPENDIX E

REQUIRED REPORTS AND DUE DATES
Program Reports
Monthly Service Unit Report (Form 186M)
Due -,th working day of month:
• Title Ill D Health Promotion - Evidence-Based
• Title Ill E Family Caregiver Support Program
• Title VII {b) Elder Abuse Prevention, Education, & Training Due 15'h of each month:
• Health Insurance Counseling and Advocacy Program {HICAP) o Attach final version of HICAP Performance Measures and Benchmark Report generated from SHARP system for reporting month
Due 17fh of month:
• Title Ill B Legal Assistance
*Monthly Title Ill C Elderly Nutrition Program Reports
Due 7th working day of month:
• Q Monthly Service Roster with client signatures and a "1" entered for in date column for each meal served
• Daily Sign-In Sheets with initials entered by client for each meal • Associated Client Intake Forms (originals; must be completed each new fiscal year) • Client Deactivation Request
• Nutrition Volunteer Summary Report
• Food Preparation Center Food Service Check Sheet
*See Policy and Procedure Manual, provided to Site Coordinator, for full instructions.

Quarterly Reports
Due 15th of month following reporting period:
• Title VII {b) Elder Abuse Prevention Quarterly Activity Report (CDA 1037) • Due 1rh of month following reporting period:
• Title Ill B California Legal Services Quarterly Client and Case Data Export Excel Files Due 30th of month following reporting period:
• Long-Term Care Ombudsman Program
o Copy of completed Quarterly Ombudsman Reporting Form (OSL TCO S301) as submitted to the California Department of Aging
• Attach program performance data from the Ombudsman Data Integration Network for July 1st through last day of reporting quarter.

Required Reports & Due Dates Appendix E - Page 2 FY 2026-2027 Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

APPENDIX F

FRESNO-MADERA AREA AGENCY ON AGING SANCTION POLICY
I. At-Risk Designation
Title 45 of the Code of Federal Regulations (45 CFR), sections 75.205 and

92.12, defines factors that determine if an Agreement with a Contractor is at risk. In accordance with 45 CFR, the Fresno-Madera Area Agency on Aging (Agency on Aging) may consider an Agreement with a Contractor to be at-risk if the Agency on Aging determines that the Contractor:

A. Has a history of unsatisfactory performance, for which examples include, but are not limited to:

1. Grant funds are not obligated properly, are not disbursed, or are not spent for the contracted purpose;

2. Financial reports do not include program income and the required match of funds;

3. The quantity of service units provided is less than 95% of the projected level at any time following the third month of the Agreement period;

4. The Targeting Plan is not implemented as described in the Program Narrative section of the Agreement;

5. Complaints received from clients, their caretakers, or the general public indicate that the Contractor is not providing the contracted service at a satisfactory level.

B. Is not financially stable;
C. Has a management system which does not meet the management standards set forth in Article VI, Section B, Accountability for Funds, of this Agreement;
D. Has not conformed to terms and conditions of previous awards; or E. Is otherwise not responsible, for which examples include, but are not limited, to:

1. Financial or program reports are late, incorrect, or incomplete;

2. Responses to corrective actions requested by the Agency on Aging are not provided by the due date;

3. Corrective action plans are not implemented by the due date;

4. Findings from a prior contract monitoring are repeated in a subsequent monitoring;
Sanction Policy Appendix F - Page 1 FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

5. Failure to respond to telephone or written communications from the Agency on Aging in a timely manner; or

6. A violation of the law or failure to comply with any condition of this Agreement.

11. Sanctions
The Agency on Aging may impose sanctions (special conditions and/or restrictions) on the Contractor that correspond to the at-risk condition. Such sanctions may include:

A. Withholding of funds;
B. Requiring additional, more detailed, and/or more frequent financial and/or program reports;
C. Requiring preparation and implementation of an acceptable corrective action plan;
D. Additional contract monitoring;
E. Requiring the Contractor to obtain technical or management assistance; F. Establishing additional prior approvals; and/or
G. Withholding authority to continue provision of service within a given funding period.

Sanctions may be imposed upon approval by the Executive Director of the Agency on Aging, with the exception of Item 11.G above, which requires approval by the Agency on Aging Governing Board.

For sanctions identified in Items II.A through 11.F above, the Agency on Aging will promptly remove sanctions once the conditions that prompted them have been corrected.

For the sanction identified in Item 11.G above, the sanction will be removed when the Contractor takes corrective action satisfactory to the Agency on Aging and/or the Contractor has been restored to satisfactory status in accordance with the terms and conditions of this Agreement.
111. Notification to Provider
The Agency on Aging will provide written notification to the Contractor of any sanctions imposed via certified or overnight mail, return receipt requested . Such notification will include:

Sanction Policy Appendix F - Page 2 FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1B8E7O9BE20E A. The nature of the sanctions;
B. The reason(s) for imposing them;
C. The effective date of the sanctions;
D. The legal or contractual citation upon which the sanction is based; E. The corrective actions which must be taken before they will be removed and the time allowed for completing the corrective actions; and F. The Agency on Aging's appeal procedure for service providers.

IV. Unresolved At-Risk Condition(s)
Should the at-risk condition(s) remain unresolved following the imposition of . sanctions, the Agency on Aging may proceed to terminate the Agreement with the Contractor, in accordance with the Termination section of this Agreement (Article XVII , Title Ill and Title VI Area Plan Contracts; Article XVI, Health Insurance Counseling and Advocacy Program Contract).

Sanction Policy Appendix F - Page 3 FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

APPENDIX G

FRESNO-MADERA AREA AGENCY ON AGING

APPEAL PROCEDURE FOR SERVICE PROVIDERS
I. Actions Subject to Appeal
A. A contracted or potential provider of service (service provider) has the right to appeal an adverse determination made by the Fresno-Madera Area Agency on Aging (Agency on Aging). The actions below shall be considered adverse determinations that are subject to appeal [Title 22 CCR §7704 (c)(1) - (c)(3)(C)]:

1. A reduction in the level of funding to an existing Contractor during an Agreement period; however, a reduction directly attributable to a reduction in the funding to the Area Agency on Aging by the State or federal government shall not be considered an adverse determination.

2. A cancellation or termination of an existing Agreement with the Contractor prior to the Agreement's expiration date.

3. Denial of an application to provide services when any of the following exist:
a) The presence of a conflict of interest, real or apparent, as specified in 45 CFR 92.36(b)(3);
b) The occurrence of a procedural error or omission , such as the failure of the Agency on Aging to include a federal mandate in its solicitation request;
c) The lack of substantial evidence to support the Agency on Aging's action.

11. Method of Notification
A. The service provider shall provide notification of appeals, and the Agency on Aging shall provide notification of subsequent appeals determinations, by certified or overnight mail, return receipt requested .

B. Notices to the Agency on Aging shall be addressed to the Fresno-Madera Area Agency on Aging , 2037 W. Bullard Ave., #512, Fresno, CA 93711.

Appeal Procedure
for SeNice Providers
Appendix G - Page 1 FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E C. The Agency on Aging shall transmit notification to the address listed on the service provider's appeal; if this address differs from the address listed on page 1 of the service provider's Agreement with the Agency on Aging, the Agency on Aging shall transmit a copy of the notification to the address contained on page 1 of the Agreement.

D. The Agency on Aging shall include a copy of this Appeal Procedure for Service Providers with all notifications to service providers of adverse appeals determinations.
111. Process
A. The service provider shall give notice of intent to appeal to the Executive Director of the Agency on Aging within ten (10) business days of the Agency on Aging's notice of adverse determination. The notice of intent to appeal shall be in writing, must state the specific grounds upon which the action by the Agency on Aging is appealed, and must be accompanied by all supporting documents.

B. The Executive Director of the Agency on Aging shall investigate the appeal and issue a written determination to the service provider within fifteen (15) business days of receipt of the appeal. The determination shall set forth the Agency on Aging's position and specify applicable sections of the service provider's Agreement with the Agency on Aging, government regulations, government statutes, or other provisions relied upon.

C. If the service provider is dissatisfied with the Agency on Aging Executive Director's determination, the service provider may appeal to the Executive Committee of the Agency on Aging Governing Board within ten (10) business days of the date of the Agency on Aging Executive Director's written determination. The appeal shall be in writing, shall specify the grounds upon which the determination is appealed , and must be accompanied by all supporting documents.

D. The Executive Committee of the Agency on Aging Governing Board (Executive Committee) shall, within fifteen (15) business days of receipt of the service provider's appeal:

1. Review the service provider's appeal , considering any additional evidence or documentation provided by the Agency on Aging Executive Director;

2. Determine if the appeal should be denied , or if a recommendation should be made to the full Agency on Aging Governing Board at its next scheduled meeting to take action to grant the appeal; and Appeal Procedure
for Service Providers
Appendix G - Page 2 FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

3. Provide written notification of its determination to the service provider.

E. If the service provider is dissatisfied with the Executive Committee's determination, the service provider may request a hearing before the full Agency on Aging Governing Board. The service provider must request the hearing within ten (10) business days of the Executive Committee's written notification of determination. The hearing request shall be in writing, shall specify the grounds upon which the determination is appealed, and must be accompanied by all supporting documents. ·
F. If the Agency on Aging Governing Board does not accept and implement the Executive Committee's recommendation to grant the service provider's appeal:

1. The Agency on Aging shall provide written notification to the service provider of the Governing Board's decision within two (2) business days following the decision;

2. The service provider may request a hearing before the Agency on Aging Governing Board. The service provider must request the hearing within ten (10) business days of the date of the notification of the Agency on Aging Governing Board's decision. The hearing request shall be in writing, shall specify the grounds upon which the determination is appealed, and must be accompanied by all supporting documents.

G. Upon receipt of the service provider's request for a hearing before the Agency on Aging Governing Board, the Agency on Aging will place the hearing on the agenda of the next regularly scheduled meeting of the Agency on Aging Governing Board, and provide the service provider with a copy of the published agenda.

1. The hearing before the Agency on Aging Governing Board shall consist of:

Appeal Procedure
for Service Providers
a) Receipt and review of all previously submitted documents concerning the appeal;
b) Submission in writing by the service provider of any additional information or documentation supporting the
service provider's position;
c) An oral presentation by the service provider, not to exceed thirty (30) minutes; and
Appendix G - Page 3 FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E d) An oral presentation by the Agency on Aging Executive Director and/or Agency on Aging staff, not to exceed thirty (30) minutes.

2. At the conclusion of the hearing, the Agency on Aging Governing Board shall vote to accept or deny the service provider's appeal.

Appeal Procedure
for Service Providers
a) If the appeal is denied, the Agency on Aging Governing Board shall notify the service provider in writing of the reason(s) the appeal was denied, including a statement that all appeal procedures to the Agency on Aging and its
Governing Board have been exhausted, and of the service provider's right to appeal the Governing Board's decision to the California Department of Aging. Such notification shall include a copy of Sections 7700 through 7710 of Title 22 of the California Code of Regulations, which contains the
process for appealing the determination to the California Department of Aging.

Appendix G - Page 4 FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

APPENDIX H

FRESNO-MADERA AREA AGENCY ON AGING
2520 WEST SHAW LANE, SUITE 101 A, FRESNO CA 93711
MAILING ADDRESS: 2037 WEST BULLARD AVENUE, #512, FRESNO, CA 93711

PROGRAM CONTACT LIST FOR SERVICE PROVIDERS
Telephone Number for All Contacts: (559) 214-0299
Fax Number for All Contacts: (559) 243-5918
Jamie Sharma - Ext. 500
Executive Director
Email: [email protected]
Paul Bustamante - Ext. 501
Director of Finance
Email: [email protected]
Hillaree Bennett - Ext. 102
Program Director
Email: [email protected]
Miles Robinson - Ext. 401
Administrative Manager
Email: [email protected]
Patricia Contreras - Ext. 503
Finance Manager
Email: [email protected]
Sarah Santoyo - Ext. 201
Nutrition Program Manager
Email: [email protected]
Sarah Carl - Ext. 502
Clinical Manager
Email: [email protected]
Fresno-Madera Area Agency on Aging
Contact List for Service Providers
Appendix H FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

APPENDIX I

FRESNO-MADERA AREA AGENCY ON AGING

EMERGENCY CONTACT INFORMATION
Information and Assistance:

Executive Director,
Emergency Coordinator,
and Public Relations Officer
Office Address:

Mailing Address:

Office Phone:

Program Director,
Alternate Emergency
Coordinator
Office Address:

Mailing Address:

Office Phone:

Fresno-Madera Area Agency on Aging
Emergency Contact Information
(559) 214-0299
(800) 510-2020
Jamie Sharma
2520 W. Shaw Lane #101A
Fresno, CA 93711
2037 W. Bullard Ave. #512
Fresno, CA 93711
(559) 214-0299 Ext. 500
Hillaree Bennett
2520 W. Shaw Lane #101A
Fresno, CA 93711
2037 W. Bullard Ave. #512
Fresno, CA 93711
(559) 319-0863
Appendix I FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E

APPENDIX J

COMMUNITY FOCAL POINTS LIST
CCR Title 22, Article 3, Section 7302(a)(14), 45 CFR Section 1321.53(c), OAA 2006 306(a) Definition of Focal Point: A facility established to encourage the maximum collocation and coordination of services for older individuals. (42 USC Section 3002 (21 )) Planning and Service Area 14 - Designated Community Focal Points Fresno County
Fresno-Madera Area Agency on Aging 2520 W. Shaw Ln. #101A Fresno, CA 93711 Clovis Senior Center 753 3RD St. Clovis, CA 93612
Coalinga Senior Center 220 E. Forest Ave. Coalinga, CA 93210 Del Rey Senior Citizen's Center 10661 Morro Ave Del Rey, CA 93616 Firebaugh Senior Center 1601 Thomas Conboy Ave. Firebaugh, CA 93622 Huron Senior Center 16900 5th St. Huron, CA 93234
Inspiration Park 5770 W Gettysburg Ave Fresno, CA 93722 Kerman Senior Center 720 s. 8th St. Kerman, CA 93630
Kingsburg Senior Center 1450 Ellis St. Kingsburg, CA 93631 Mary Ella Brown Community Center 1350 E. Annadale Ave. Fresno, CA 93706 Mendota Senior Center 415 Sorenson Ave. Mendota, CA 93640 Mosqueda Community Center 3670 E. Butler Ave. Fresno, CA 93702 Orange Cove Senior Center 699 6th St. Orange Cove, CA 93646 Oasis Adult Day Program 5363 N. Fresno St. Fresno, CA 93710 Parlier Senior Center 690 S Newmark Ave Parlier, CA 93648 Pinedale Community Center 7170 N. San Pablo Ave. Pinedale, CA 93650 Reedley Senior Center 100 N. East Ave. Reedley, CA 93654 Sanger Senior Center 730 Recreation Ave. Sanger, CA 93657 Selma Senior Center 2301 Selma St Selma, CA 93662
Sierra Oaks Senior and Community Center 33276 Lodge Rd. Tollhouse, CA 93667 Ted C. Wills Community Center 770 N. San Pablo Ave. Fresno, CA 93728 Madera County
Chowchilla Senior Center 820 Robertson Blvd . Chowchilla, CA 93610 Frank A. Bergon Senior Center 238 S. D St. Madera, CA 93637 Pan-American Community Center 703 E. Sherwood Way Madera, CA 93638 Ranchos/Hills Senior Center 37330 Berkshire Dr. Madera Ranchos, CA 93636 Sierra Senior Center 49111 Cinder Ln. Oakhurst, CA 93644 Coa rsegold Community Center 35610 CA-41 Coarsegold, CA 93614 North Fork Scout Center 33507 Rd . 230 North Fork, CA 93643 Community Focal Points Appendix J FY 2026-2027
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7O9BE20E Form W-9
(Rev. March 2024)
Department of the Treasury
Internal Revenue Service
Request for Taxpayer
Identification Number and Certification
Go to www.irs.gov/FormW9 for instructions and the latest information.

Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below. 2 3a Check the appropriate box for federal ta x classification of the entity/individual whose name is entered on line 1. Check only one of the following seven boxes.

D Individual/sole proprietor D C corporation D S corporation D Partnership D LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) D Trust/estate
Note: Check the "LLC" box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax Give form to the
requester. Do not
send to the IRS.
4 Exemptions (codes apply only to
certain entities, not individuals;
see instructions on page 3):

Exempt payee code (if any) '3,
classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate Exemption from Foreign Account Tax _ ~ for the tax classification of its owner. Compliance Act (FATCA) reporting ~ Other (see instructions)
1 • code (if any) C!_. ~=-.::=:_::~==~~~~~~~~~ ~ :!:::::::===============-J ---- 3b If on line 3a you checked "Partnership" or "Trust/estate," or checked "LLC" and entered "P" as its tax classification, and you are providing this form to a partnership, trust, or estate in whi ch you have an ownership interest, check this box if you have any foreign partners, owners , or beneficiaries. See instructions D (Applies to accounts maintained
outside the United States.)
5 Address (number, street, and apt. or suite no.). See instructions. Requester's name and address (optional} s~.
6 City, state, and ZIP code
Ll,\q3~ 7 List account number(s) here (optional}
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.

Social security number
ITIJ-ITJ I I I I I or
Note: If the account is in more than one name, see the instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter. 0040 ~ Certification
Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding because (a) I am exempt from backup withholding , or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You rriust cross out item 2 above if you have been notified by the I RS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return . For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured pro cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest an nds, you are not req ired to sign the certification , but you must provide your correct TIN. See the instructions for Part 11 , later.

Sign
Here U.S. person
General Instructions
Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

What's New
Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the "LLC" box and enter its appropriate tax classification.

Cat. No. 10231 X
Date
New line 3b has been added to this form. A flow-through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners , or beneficiaries when it provides the Form W-9 to another flow-through entity in which it has an ownership interest. This change is intended to provide a flow-through entity with information regarding the status of its indirect foreign partners , owners, or beneficiaries , so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065).

Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this form because they Form W-9 (Rev. 3-2024)
Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E Form W-9 (Rev. 3-2024)
must obtain your correct taxpayer identification number (TIN), which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following.
• Form 1099-INT (interest earned or paid).
• Form 1099-DIV (dividends, including those from stocks or mutual funds).
• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds).
• Form 1099-NEC (nonemployee compensation).
• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers).
• Form 1099-S (proceeds from real estate transactions). • Form 1099-K (merchant card and third-party network transactions). • Form 1098 (home mortgage interest), 1098-E (student loan interest), and 1098-T (tuition).
• Form 1099-C (canceled debt).
• Form 1099-A (acquisition or abandonment of secured property).

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

Caution: If you don't return Form W-9 to the requester with a TIN , you might be subject to backup withholding. See What is backup withholding, later.

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued);

2. Certify that you are not subject to backup withholding; or

3. Claim exemption from backup withholding if you are a U.S. exempt payee; and

4. Certify to your non-foreign status for purposes of withholding under chapter 3 or 4 of the Code (if applicable); and

5. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting is correct. See What Is FATCA Reporting, later, for further information.

Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:
• An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States ; • An estate (other than a foreign estate); or
• A domestic trust (as defined in Regulations section 301 .7701-7).

Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions, allocations of income, or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441-1474). Under those rules, if a Form W-9 or other certification of non-foreign status has not been received , a withholding agent, transferee, or partnership (payor) generally applies presumption rules that may require the payor to withhold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities.

The following persons must provide Form W-9 to the payor for purposes of establishing its non-foreign status.
• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the disregarded entity. • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the grantor trust.
• In the case of a U.S. trust (other than a grantor trust), the U.S. trust and not the beneficiaries of the trust.

See Pub. 515 for more information on providing a Form W-9 or a certification of non-foreign status to avoid withholding .

Page2
Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person (under Regulations section 1.1441-1 (b )(2)(iv) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a qualified foreign pension fund under Regulations section 1.897(1)-1 (d), or a partnership that is wholly owned by qualified foreign pension funds , that is treated as a non-foreign person for purposes of section 1445 withholding , do not use Form W-9. Instead, use Form W-8EXP (or other certification of non-foreign status).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if their stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first Protocol) and is relying on this exception to claim an exemption from tax on their scholarship orfellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding
What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include, but are not limited to, interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents , royalties , nonemployee pay, payments made in settlement of payment card and third-party network transactions, and certain payments from fishing boat operators . Real estate transactions are not subject to backup withholding .

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications , and report all your taxable interest and dividends on your tax return .

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester;

2. You do not certify your TIN when required (see the instructions for Part II for details);

3. The IRS tells the requester that you furnished an incorrect TIN;

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only); or

5. You do not certify to the requester that you are not subject to backup withholding , as described in item 4 under "By signing the filledout form" above (for reportable interest and dividend accounts opened after 1983 only).

Docusign Envelope ID: 434EB517-95C8-8050-83CE-1 B8E7D9BE20E Form W-9 (Rev. 3-2024)
Certain payees and payments are exempt from backup withholding .

See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.

See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier.

What Is FATCA Reporting?
The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FA TCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information
You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation , or if you are no longer tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a granter trust dies.

Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties .

Specific Instructions
Line 1
You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.
• Individual. Generally, enter the name shown on your tax return . If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note for ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040 you filed with your application. • Sole proprietor. Enter your individual name as shown on your Form 1040 on line 1. Enter your business, trade, or "doing business as" (OBA) name on line 2.
• Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. Enter the entity's name as shown on the entity's tax return on line 1 and any business , trade, or DBA name on line 2. • Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. Enter any business, trade, or OBA name on line 2.
• Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation , is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301 .7701-2(c)(2). A disregarded entity should check the appropriate box for the tax classification of its owner. Enter the owner's name on line 1. The name of the owner entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For