Mayor and City Council
December 4, 2024

REQUEST FOR PROPOSALS
FOR

CITY OF SAN BERNARDINO
FOR
RFP F-24-1012

CANNABIS MONITORING AND FINANCIAL AUDIT SERVICES

CITY OF SAN BERNARDINO
290 North D Street
San Bernardino, California 92401
Telephone: (909) 384-7272
https://www.sbcity.org
Packet Page. 233

TABLE OF CONTENTS
I. BACKGROUND AND INTRODUCTION................................................................................ 5 II. REQUEST FOR PROPOSALS.............................................................................................. 5 A. Scope of Services ........................................................................................................ 5 B. City Contact for this RFP............................................................................................... 6 C. Requests for Clarification............................................................................................. 6 D. Pre-Proposal Meeting................................................................................................... 6 E. Content and Format of Proposal.................................................................................... 7 F. No Deviations from the RFP ........................................................................................ 10 G. Selection Process...................................................................................................... 10 H. Protests .................................................................................................................... 11 I. Proposal Schedule..................................................................................................... 12 J. Submittal Requirements............................................................................................. 12 K. General Conditions.................................................................................................... 14 EXHIBIT A............................................................................................................................. 16 PROPOSAL CHECKLIST ......................................................................................................... 17 VENDOR QUOTE FORM......................................................................................................... 18 EXHIBIT B............................................................................................................................. 20 EXHIBIT C............................................................................................................................. 37 Packet Page. 234

CITY OF SAN BERNARDINO
NOTICE INVITING PROPOSALS, RFP NO. RFP NO. F-24-1012

YEAR END FINANCIAL CONSULTING SERVICES
PUBLIC NOTICE IS HEREBY GIVEN that proposals will be received by the City of San Bernardino (“City”) electronically through the City’s online bid management provider (“Planetbids”) until 3:00 pm, September 25, 2024. Proposals may NOT be submitted by fax, email, telephone, mail, hand delivery, or other means; any Proposals received through any means other than Planetbids will be returned to the Vendor unopened.

The City is requesting proposals to provide:

Services may include:
• Facilitating yearly financial audits ensuring compliance with applicable laws • Monitoring Compliance with City Ordinance(s), and State and Local Laws through Inspections
• Conducting Background Checks
• Providing Plan Review Services
• Conduct Pre-Licensing Inspections (to be done virtually) The award of this contract is subject to available budget adequate to carry out the provisions of the proposed agreement including the identified scope of work. The City reserves the right to reject any or all proposals determined not to be in the best interest of the City.

Certain labor categories under this project may be subject to prevailing wages as identified in the State of California Labor Code commencing at sections 1720 et seq. and 1770 et seq. If applicable, employees working in these categories at the site must be paid not less than the basic hourly rates of pay and fringe benefits established by the California Department of Industrial Relations. Copies of the State of California wage schedules are available for review at www.dir.ca.gov/dlsr/. In addition, a copy of the prevailing rate of per diem wages will be made available at the City’s Community Development & Housing Department upon request. The successful bidder shall post a copy of the prevailing wage rates at each job site. It shall be mandatory upon the Bidder to whom the Contract is awarded, and upon any subcontractors, to comply with all Labor Code provisions, which include but are not limited to the payment of not less than the said specified prevailing wage rates to all workers employed by them in the execution of the Contract, employment of apprentices, hours of labor and debarment of contractors and subcontractors. If the total compensation under the contract will exceed $25,000 and pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations (“DIR”). No bid shall be accepted, nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the DIR to perform public work. If awarded a contract, the bidder and its subcontractors, of any tier, shall maintain active registration with the DIR for the duration of the project. The contract awarded pursuant to this proposal may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations.

Packet Page. 235

Interested proposers may download copies of the Request for Proposals (“RFP”) by visiting the City’s web site, https://www.sbcity.org. All addenda will be published on the City’s website.

For more information regarding the RFP, please contact:

City of San Bernardino, Purchasing Division
[email protected]
Packet Page. 236

CITY OF SAN BERNARDINO

REQUEST FOR PROPOSALS

CANNABIS MONITORING AND FINANCIAL AUDIT SERVICES
I. BACKGROUND AND INTRODUCTION
The City of San Bernardino (“City”) is requesting proposals from qualified firms (“Proposers”) for Cannabis Monitoring and Financial Audit Services services (“Services”).

The City of San Bernardino is a full-service charter city, administered by a Council/Manager form of government, encompassing an area of 60 square miles with a population of just under 213,000.

The total annual City adopted expenditure budget is approximately $325.7 million for Fiscal Year 2025/2026, with the General Fund adopted expenditure budget being approximately $237.5 million for FY2025/2026.

To serve and promote the welfare of its residents, the City intends to procure the Services, as described below.

On November 8, 2016, California voters approved Proposition 64, the Control, Regulation, and Tax Adult Use of Marijuana Act (AUMA). Some of the provisions within this Act took effect immediately to include legalized possession, transport, purchase, use, and transfer of recreational marijuana for individuals 21 years of age or older and adult possession. San Bernardino Municipal Code Chapter 5.10 establishes the regulations and standards for commercial cannabis business activities in the City. The City Council initially adopted Chapter 5.10 through Ordinance MC-1464 in March 2018. In June 2018, the Mayor and City Council discussed a separate ballot tax measure that was required to be adopted by the voters before the City can realize any potential new sources of revenue from cannabis businesses.In August 2018, the Mayor and City Council reviewed the City’s regulations related to the commercial cannabis activities (Chapter 5.10), and following discussion, directed staff to make certain revisions to the existing regulations and present the revisions. The City Council also adopted a resolution calling a general municipal election to be held on November 6, 2018, for the purpose of submitting to the voters an ordinance regulating commercial cannabis activities along with a general tax measure to establish cannabis tax.In October 2018, the City Council amended Chapter 5.10 with Ordinance MC-1503. The City Council then adopted a resolution to place Ordinance MC-1503 on the November 2018 ballot for voter approval. In November 2018, the voters approved Ordinance MC-1503 and the Cannabis Tax Measure.

II. REQUEST FOR PROPOSALS
A. Scope of Services
The Services sought under this Request for Proposals (“RFP”) are set forth in more detail in Exhibit “A”, attached hereto and incorporated herein by this reference.

Notwithstanding the inclusion of such Services in Exhibit “A”, the final scope of Services negotiated between City and the successful Proposer shall be set forth in the Professional Services Agreement (“Agreement”) executed by and between City and the successful Proposer. A copy of the Agreement is attached hereto as Exhibit “B” and incorporated herein by this reference.

1. Public Works Prevailing Wage and Contractor Registration (if applicable) Packet Page. 237

Certain labor categories under this project may be subject to prevailing wages as identified in the State of California Labor Code commencing at sections 1720 et seq. and 1770 et seq. If applicable, employees working in these categories at the site must be paid not less than the basic hourly rates of pay and fringe benefits established by the California Department of Industrial Relations. Copies of the State of California wage schedules are available for review at www.dir.ca.gov/dlsr/.

In addition, a copy of the prevailing rate of per diem wages will be made available at the City’s [***INSERT DEPT.***] upon request. The successful bidder shall post a copy of the prevailing wage rates at each job site. It shall be mandatory upon the Bidder to whom the Contract is awarded, and upon any subcontractors, to comply with all Labor Code provisions, which include but are not limited to the payment of not less than the said specified prevailing wage rates to all workers employed by them in the execution of the Contract, employment of apprentices, hours of labor and debarment of contractors and subcontractors. If the total compensation under the contract will exceed $25,000 and pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations (“DIR”). No bid shall be accepted, nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the DIR to perform public work. If awarded a contract, the bidder and its subcontractors, of any tier, shall maintain active registration with the DIR for the duration of the Project. The contract awarded pursuant to this proposal may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations.

B. City Contact for this RFP
The principal contact for the City regarding this RFP will be Michelle Parra, Buyer for the Purchasing Division, [email protected] or a designated representative, who will coordinate the assistance to be provided by the City to the Proposer.

C. Requests for Clarification
All questions, requests for interpretations or clarifications, either administrative or technical must be requested in writing and directed to the City Contact for this RFP, identified above.

All written questions, if answered, will be issued to all prospective proposers via email notification from Planetbids. Oral statements regarding this RFP by any persons should be considered unverified information unless confirmed in writing.

To ensure a response, questions must be submitted to Planetbids before 3:00 pm local time on the date identified in the Proposal Schedule. Each Proposer is responsible for ensuring that it has received all addenda, clarifications, supplemental information and responses to questions prior to submitting a proposal.

D. Pre-Proposal Meeting – Click or tap here to enter text.

Each Proposer is requested to attend a non-mandatory pre-proposal meeting to be held on August 27, 2024, from 10:00 am to 11:00 am via Zoom. Failure to Packet Page. 238

attend this meeting will not preclude a Proposer from submitting a proposal.

Attendance at the pre-proposal meeting will ensure the Proposer understands the full scope of the services requested.

E. Content and Format of Proposal
Proposals shall be concise, well organized and demonstrate qualifications and applicable experience. Proposals shall include one (1) electronic proposal submitted to Planetbids. Proposals shall be organized, tabbed, and numbered in the order presented below. Proposals must include page numbers for all pages in the proposal.

Proposals shall be in the following order and shall include:

1. Executive Summary: Summarize the content of your proposal in a clear and concise manner.

2. Table of Contents

3. Identification of Proposer
a. Legal name and address of the company.
b. Legal form of company (partnership, corporation).
c. If company is a wholly owned subsidiary of a “parent company,” identify the “parent company.”
d. Name, title, address and telephone number of the proposed representative to contact concerning the Proposal Submittal. e. California Business License Number

4. Staffing Resources
a. Firm Staffing and Key Personnel
(i) Provide the number of staff to be assigned to perform the Services and the names/discipline/job title of each as well as your firm’s capacity to provide additional personnel as needed.
(ii) Identify three (3) persons that shall be principally responsible for working with the City. Indicate the role and responsibility of each individual. If the Proposer is chosen as a finalist, these principal individuals must attend the interview and in-person presentation.
(iii) Describe proposed team organization, including
identification and responsibilities of key personnel. Please include one-page resumes.
(iv) Provide brief biographies of individuals that shall be working directly with the City.
b. Subcontractors
Packet Page. 239

(i) The Proposer shall identify functions that are likely to be subcontracted and identify the subcontractor(s) that is anticipated to perform each function, if known at this time.

5. Fiscal Stability:
a. The Proposer should provide evidence of corporate stability including:
(i) A current report from any commercial credit rating service such as Dunn and Bradstreet or Experian; or
(ii) A letter from a financial institution stating a current line of credit; and
(iii) Latest audited financial statement and/or annual report that has been certified by a CPA. This information will remain confidential and is not subject to public disclosure.

6. Experience and Technical Competence:
a. Experience
(i) The Proposer shall provide a description of how the Proposer’s experience, technical and professional skills will meet the goals and fulfill the general functions identified in this RFP.
(ii) Describe the past experience of the staff to be assigned to perform the Services in performing similar services.
(iii) The Proposer shall state the number of years the firm has conducted business. Proposer must have at least four (4) years’ experience in providing the required scope of
Services for public clients.
(iv) Provide three (3) references regarding the Proposer’s experience and performance performing similar services.

Include the following information: (1) Organization/City, contact name, phone number, e-mail address; and (2)
project size and description, if applicable, and description of services.
(v) Describe the Proposer’s local experience and knowledge of City.
b. Project Specific Experience
(i) The Proposer shall provide a description of the three most relevant service contracts held within the last five years, one page per project, to include:
(a) Role of the firm
(b) Dollar value of the services
(c) Dollar value of the fee
(d) Description of services
(e) Staffing
(f) Duration of providing services
Packet Page. 240

(g) Relationship to client
(h) Contact name, position, entity name, telephone
number, fax number and e-mail address for each
project.
(ii) If any of the following has occurred, please describe in detail:
(a) Failure to enter into a contract or professional
services agreement once selected.
(b) Withdrawal of a proposal as a result of an error.
(c) Termination or failure to complete a contract.
(d) Debarment by any municipal, county, state, federal
or local agency.
(e) Involvement in litigation, arbitration or mediation.

Conviction of the firm or its principals for violating a state or federal antitrust law by bid or proposal
rigging, collusion, or restrictive competition between
bidders or proposers, or conviction of violating any
other federal or state law related to bidding or
professional services performance. Knowing
concealment of any deficiency in the performance of
a prior contract.
(f) Falsification of information or submission of
deceptive or fraudulent statements in connection
with a contract.
(g) Willful disregard for applicable rules, laws or
regulations.

Information regarding any of the above may, at the
sole discretion of the City, be deemed to indicate an
unsatisfactory record of performance.
c. Technical Competence
(i) Description of in-house resources (i.e., computer
capabilities, software applications, modem protocol,
modeling programs, etc.)
(ii) Ability to draw upon multi-disciplinary staff to address the Services requested in this RFP.

7. Proposed Method to Accomplish the Work: Describe the technical and management approach to providing the Services to the City.

Proposer should take into account the scope of the Services, goals of the City, and general functions required. Include a draft first year schedule of tasks, milestones, and deliverables that will provide for timely provision of the Services. In reviewing the scope of Services and goals described in Exhibit “A”, the Proposer may identify additional necessary tasks and is invited to bring these to the City’s attention within the discussion of its proposed method to accomplish the work.

Packet Page. 241

8. Fee Proposal: Please provide a fee proposal for the scope of Services. The fee proposal shall include hourly rates for all personnel for “Additional Work” (as such term is defined in the proposed Agreement attached hereto as Exhibit “B”).

9. Insurance: See the Agreement, attached hereto as Exhibit “B”, for a description of the insurance requirements.

10. Litigation: Provide litigation history for any claims filed by your firm or against your firm related to the provision of Services in the last five (5) years.

11. Other Information: This section shall contain all other pertinent information regarding the following:
a. Demonstration of record of staffing tasks efficiently and completing projects on time and within the allocated budget. b. Description of community involvement.
c. Description of any previous involvement with the City. d. A statement that the Proposer has not conflicts of interest in connection with providing the Services.

12. Certification of Proposal: This section shall state:
“The undersigned hereby submits its proposal and, by doing so, agrees to furnish services to the City in accordance with the Request for Proposal (RFP), and to be bound by the
terms and conditions of the RFP.”

13. Appendices
F. No Deviations from the RFP
In submitting a proposal in response to this RFP, Proposer is certifying that it takes no exceptions to this RFP including, but not limited to, the Agreement. If any exceptions are taken, such exceptions must be clearly noted in the proposal and may be reason for rejection of the proposal. As such, Proposer is directed to carefully review the proposed Agreement and, in particular, the insurance and indemnification provisions therein.

G. Selection Process

1. The City will evaluate proposals based on the following criteria:
a. The Proposer is properly licensed to practice in the State of California.
b. The Proposer has no conflict of interest with regard to any other work performed by the firm for the City.
c. Clarity and conformance of proposal to the RFP.
d. Content of the proposal.
e. Proposer’s experience and performance.
f. Team members’ experience and performance.
g. Fee proposal.

Packet Page. 242

h. Comments by references.

2. During the evaluation process, the City reserves the right, where it may serve the City's best interest, to request additional information or clarifications from Proposers, or to allow corrections of errors or omissions.

3. It is the City’s intent to select a Proposer best evidencing demonstrated competence and professional qualification to perform the Services. The City reserves the right to reject all proposals, select by proposal review only or interview as needed. Certain Proposers may be selected to make a brief presentation and oral interview after which a final selection will be made. The successful Proposer will be selected on the basis of information provided in the RFP, in-person presentations, and the results of the City’s research and investigation. Upon selection of a Proposer, the City will endeavor to negotiate a mutually agreeable Agreement with the selected Proposer. In the event that the City is unable to reach agreement, the City will proceed, at its sole discretion, to negotiate with the next Proposer selected by the City. The City reserves the right to contract for services in the manner that most benefits the City including awarding more than one contract if desired.

4. After negotiating a proposed Agreement that is fair and reasonable, City staff will make the final recommendation to the City Council concerning the proposed Agreement.

The City Council has the final authority to approve or reject the Agreement. [***IF

APPROVAL IS NOT BY CITY COUNCIL BUT SOMEONE ELSE, THIS CAN BE UPDATED***]
H. Protests

1. Protest Contents: Protests based on the content of the RFP shall be submitted to the City no later than ten (10) calendar days prior to the scheduled proposal submittal deadline. If necessary, the proposal submittal deadline may be extended pending a resolution of the protest. Proposer may protest a contract award if the Proposer believes that the award was inconsistent with City policy or this RFP is not in compliance with law. A protest must be filed in writing with the City (email is not acceptable) within five (5) business days after receipt of notification of the contract award. Any protest submitted after 5 p.m. of the fifth business day after notification of the contract award will be rejected by the City as invalid and the Proposer’s failure to timely file a protest shall waive the Proposer’s right to protest the contract award. The Proposer’s protest must include supporting documentation, legal authorities in support of the grounds for the protest and the name, address and telephone number of the person representing the Proposer for purposes of the protest. Any matters not set forth in the protest shall be deemed waived.

2. City Review: The City will review and evaluate the basis of the protest, provided that the protest is filed in strict conformity with the foregoing. The City shall provide the Proposer submitting the protest with a written statement concurring with or denying the protest. Action by the City relative to the protest will be final and not subject to appeal or reconsideration. The procedure and time limits set forth in this section are mandatory and are the Proposer’s sole and exclusive remedy in the event of protest. Failure to comply with these procedures Packet Page. 243

shall constitute a waiver of any right to further pursue the protest, including filing a Government Code claim or legal proceedings.

I. Proposal Schedule
The tentative schedule is as follows:

ACTION DATE
Release of Request for Proposal August 20, 2024
Pre-Proposal Meeting Location: via Zoom The link will
be sent to you by the end of the day.

August 27, 2024
Last Day to Submit Questions for Clarification
received by the City before 3:00 pm
September 3, 2024
Clarifications Issued by the City by the end of the day September 10, 2024 Deadline for Receipt of Proposals
submitted before 3:00 PM
September 25, 2024
Notification of Finalist(s) October 2, 2024
Interview of Finalist(s) Weeks of Oct.1 –
10th, 2024
Notification of Intent to Award November 2024
Authorization to Negotiate Contract November 2024
The above scheduled dates are tentative, and City retains the sole discretion to adjust the above schedule. Nothing set forth herein shall be deemed to bind City to award a contract for the above-described professional Services and City retains the sole discretion to cancel or modify any part of or all of this RFP at any time.

J. Submittal Requirements

1. General: It is strongly recommended that the Proposer submit proposals in the format identified in this RFP to allow the City to fully evaluate and compare the proposal. All requirements and questions in the RFP should be addressed and all requested data shall be supplied. The City reserves the right to request additional information which, in the City’s opinion, is necessary to assure that the Proposer’s competence, number of qualified employees, business organization, and financial resources are adequate to perform according to the Agreement.

2. Preparation: Proposals should be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this RFP. Responses should emphasize the Proposer’s demonstrated capability to perform the Services. Expensive bindings and promotional materials, etc., are not necessary or desired. However, technical literature that supports the approach Packet Page. 244

to providing the Services and work plan should be forwarded as part of the proposal. Emphasis should be concentrated on completeness, approach to the work and clarity of proposal.

3. Site Examination: Proposers may visit the City and its physical facilities to determine the local conditions which may in any way affect the performance of the work; familiarize themselves with all federal, state and local laws, ordinances, rules, regulations, and codes affecting the performance of the work; make such investigations, as it may deem necessary for performance of the Services at its proposal price within the terms of the Agreement; and correlate its observations, investigations, and determinations with the requirements of the Agreement.

4. Authorization: The proposal shall be signed by an individual, partner, officer or officers authorized to execute legal documents on behalf of the Proposer.

5. Confidentiality of Proposal: Pursuant to Michaelis, Montanari, & Johnson v. Superior Court (2006) 38 Cal.4th 1065, proposals submitted in response to this RFP shall be held confidential by City and shall not be subject to disclosure under the California Public Records Act (Cal. Government Code section 6250 et seq.) until after either City and the successful Proposer have completed negotiations and entered into an Agreement or City has rejected all proposals. All correspondence with the City including responses to this RFP shall become the exclusive property of the City and shall become public records under the California Public Records Act. Furthermore, the City shall have no liability to the Proposer or other party as a result of any public disclosure of any proposal or the Agreement.

If a Proposer desires to exclude a portion of its proposal from disclosure under the California Public Records Act, the Proposer must mark it as such and state the specific provision in the California Public Records Act which provides the exemption as well as the factual basis for claiming the exemption. For example, if a Proposer submits trade secret information, the Proposer must plainly mark the information as “Trade Secret” and refer to the appropriate section of the California Public Records Act which provides the exemption as well as the factual basis for claiming the exemption. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a Proposer submits is a trade secret. If a request is made for information marked “Confidential”, “Trade Secret” or “Proprietary” (“Proprietary Information”), the City will provide Proposers who submitted the information with reasonable notice to seek protection from disclosure by a court of competent jurisdiction. Proposer shall have five (5) working days after receipt of such notice to give City written notice of Proposer's objection to the City's release of Proprietary Information. Proposer shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney's fees) arising out of a legal action brought to compel the release of Proprietary Information.

Proposals which indiscriminately identify all or most of the proposal as exempt from disclosure without justification may be deemed unresponsive and disqualified from further participation in this procurement.

Packet Page. 245

6. Submittal Instructions: Electronic PDF file format via Planetbids. Please allow time for system to process your proposal. The proposal must be received no later than 3:00pm local time, on or before September 25, 2024. The City shall not be responsible for proposals that are not received on time. The City will not be responsible for and will not accept late bids due to slow internet connections, or incomplete transmissions.

K. General Conditions

1. Federal Requirements: If the Services are funded through a federal funding source, the successful Proposer and its subcontractors shall be required to take cognizance of and comply with all requirements set forth in the Federal Requirements, attached hereto as Exhibit “C”, and incorporated herein by this reference.

2. Amendments to RFP: The City reserves the right to amend the RFP and issue to all Proposers an addendum.

3. Amendments to Proposals: Unless specifically requested by the City, no amendment, addendum or modification shall be accepted after a proposal has been submitted to City. If a change to a proposal that has been submitted is desired, the submitted proposal must be withdrawn and the replacement proposal submitted prior to the deadline stated herein for receiving proposals.

4. Non-Responsive Proposals: A proposal may be considered nonresponsive if conditional, incomplete, or if it contains alterations of form, additions not called for, or other irregularities that may constitute a material change to the proposal.

5. Costs for Preparing: The City shall not compensate any Proposer for the cost of preparing any proposal, and all materials submitted with a proposal shall become the property of the City. The City will retain all proposals submitted and may use any idea in a proposal regardless of whether that proposal is selected.

6. Cancellation of RFP: City reserves the right to cancel this RFP at any time prior to contract award without obligation in any manner for proposal preparation, interview, fee negotiation or other marketing costs associated with this RFP.

7. Price Validity: Prices provided by Proposers in response to this RFP are valid for 90 days from the proposal due date. The City intends to award the contract within this time but may request an extension from the Proposers to hold pricing, until negotiations are complete, and the contract is awarded.

8. No Commitment to Award: Issuance of this RFP and receipt of proposals does not commit the City to award a contract. City expressly reserves the right to postpone the proposal for its own convenience, to accept or reject any or all proposals received in response to this RFP, to negotiate with more than one Proposer concurrently, or to cancel all or part of this RFP.

9. Right to Negotiate and/or Reject Proposals: City reserves the right to negotiate any price or provision, task order or service, accept any part or all of any proposals, waive any irregularities, and to reject any and all, or parts of any and all Packet Page. 246

proposals, whenever, in the sole opinion of City, such action shall serve its best interests and those of the tax-paying public. The Proposers are encouraged to submit their best prices in their proposals, and City intends to negotiate only with the Proposer(s) whose proposal most closely meets City’s requirements at the lowest estimated cost. The Agreement, if any is awarded, shall go to the Proposer whose proposal best meets City’s requirements.

10. Non-Discrimination: The City does not discriminate on the basis of race, color, national origin, religion, age, ancestry, medical condition, disability or gender in consideration for an award of contract.

Publication Date of RFP: August 20, 2024
Packet Page. 247

EXHIBIT A

PROPOSED SCOPE OF SERVICES/SCHEDULE OF CHARGES
The Services sought under this Request for Proposals (“RFP”) Financial Audits:

Facilitate yearly financial audits to confirm sales and inventory compliance and ensure vendor compliance with Business Tax Reporting and Remittance, including Tax Returns.

Provide technical and policy expertise based on the industry and applicable laws.

Provide onsite facility inspections to ensure cannabis businesses are in compliance with applicable local and State laws.

Plan Check: Plan Check Services to be used, on an as needed bases, for applicant tenant improvement submittals to ensure changes to state laws and regulations are complied with, City Ordinance is adhered to and make recommendations based on current State Laws.

Background Checks: Conduct background checks for the primary business owners, partners and store managers that are listed on the applications and on an as needed basis for employees working at the business.

Packet Page. 248

PROPOSAL CHECKLIST
(as detailed in Chapter II. Request for Proposals, Section E. of the RFP) Technical Proposal
• Executive Summary (E.1)
• Table of Contents (E.2)
• Identification of Proposer (E.3)
• Staffing Resources (e.g., Assigned Personnel experience) (E.4) • Experience and Technical Competence (E.6)
• Proposed Method to Accomplish the Work (E.7)
• Litigation History (if any) (E.10)
• Other Information (pertinent to proposal) (E.11)
 Completion of other similar projects;
 Community involvement (if any);
 Prior projects, agreements, involvement with the City (if any);  No Conflict-of-Interest statement.
• Certification of Proposal (E.12)
 “The undersigned hereby submits its proposal and, by doing so, agrees to furnish services to the City in accordance with the Request for Proposal (RFP), and to be bound by the terms and conditions of the RFP.” • Appendices (E.13)
• Statement of “No Deviations from RFP” (F.)
 If proposer does not take any exceptions or deviations from the terms and conditions indicated in the agreement, then the proposer must indicate this information by making a statement within the proposal documents.

Fiscal Stability (E.5)
• Current report from any Commercial Credit Rating Service (e.g. Dunn & Bradstreet);
• Line of credit; or
• Financial Statement.

Fee Proposal (E.8)
Certificate of Insurance (E.9)
Submittal Instructions: Electronic PDF file format via Planetbids on the date and time stated in the RFP. Please allow time for system to process your proposal. The City shall not be responsible for proposals that are not received on time. The City will not be responsible for and will not accept late bids due to slow internet connection, or incomplete transmissions.

Packet Page. 249

VENDOR QUOTE FORM
VENDOR NAME:

ADDRESS:

PHONE:

The undersigned, hereby declare that they have carefully examined the location of the proposed work, familiarized themselves with the local conditions affecting the cost of the work, and have read and examined the terms and conditions for the following Project:

YEAR-END FINANCIAL CONSULTING SERVICES
The undersigned, hereby propose to furnish all labor, materials, equipment, tools, transportation, and services, and to discharge all duties and obligations necessary and required to perform and complete the Project in strict accordance with the Vendor Price Quote for the ELECTRONICALLY SUBMITTED TOTAL VENDOR QUOTE PRICE.

Item No. Description Quantity Unit
Cost
Lump Sum
Amount
1 1 1 $____ ____
2 1 1
3 1 1
4 1 1
5 1 1
6 1 1
7 1 1
8 1 1
9 1 1
10 1 1
TOTAL VENDOR QUOTE $____ ____
Total Number of Additional Pages:

Should the proposer be requested to perform additional finance related services, please list the proposed positions and hourly rate:

Personnel Specify Exact Title of Position assigned Hourly Rate
Staff Manager (or similar) $________
Packet Page. 250

Personnel Specify Exact Title of Position assigned Hourly Rate
Staff Associate (or similar) $________
I hereby declare under penalty of perjury that the foregoing is true andcorrect.

Submitted By:________________________________________Title: _________________________________ (AuthorizedRepresentative Signature)
Print Name: __________________________________________
Packet Page. 251

EXHIBIT B

CITY OF SAN BERNARDINO

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF SAN BERNARDINO
AND [***INSERT NAME***]
This Agreement is made and entered into as of [***INSERT MONTH***] [***INSERT DATE***], 2022 by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and [***INSERT NAME***], a [***INSERT TYPE OF ENTITY AND STATE - CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY***] with its principal place of business at [***INSERT ADDRESS***] (hereinafter referred to as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.”

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
[***INSERT DESCRIPTION***] (hereinafter referred to as “the Project”).

B. Consultant is duly licensed and has the necessary qualifications to provide such services.

C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

AGREEMENT

1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference.

2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.”

3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement.

4. Compensation.

Packet Page. 252

a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” [***Alternatively, the compensation schedule may be described here***]
b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $[***INSERT NOT TO EXCEED AMOUNT***]. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice.

The invoice shall describe in detail the services performed and the associated time for completion.

Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.

5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. a. Adjustments. No retroactive price adjustments will be considered.

Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing. [***Additionally, the City may include a CPI price adjustment, delete the following language if such adjustment will not be used***] Annual increases shall not exceed the percentage change in the Consumer Price Index- All urban consumers, All Items - (Series ID# CUURS49CSA0) Riverside-San Bernardino – Ontario, CA areas for the twelve (12) month period January through January immediately preceding the adjustments and be subject to City’s sole discretion and approved (if needed) for budget funding by the City Council.

6. Term. This Agreement shall commence on the Effective Date and continue through the completion of services as set forth in Exhibit “A,” unless the Agreement is previously terminated as provided for herein (“Term”). [***Alternatively, the term can be spelled out in this section without reference to the Exhibit***]

7. Maintenance of Records; Audits.
a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date.
b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.

Packet Page. 253

8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed.

Consultant shall complete the services required hereunder within Term.

9. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the nonperforming Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

10. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work and meet the Key Performance Indicators, attached hereto as Exhibit “B”, and incorporated herein by this reference. [***IF NO PERFORMANCE

INDICATORS WILL BE USED DELETE THE ABOVE LANGUAGE AND ACCOMPANYING EXHIBIT B***]

12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all Packet Page. 254

times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City.

13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business.

14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.

Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.

15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance.

16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured
The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.
b. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:

Packet Page. 255

Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. c. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status.

Packet Page. 256

(iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
d. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.
e. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.

This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber)
At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City. g. Aviation and/or Drone Liability [***REMOVE SECTION IF NOT APPLICABLE***]
At all times during the performance of the work under this Agreement, the Consultant shall maintain Aviation and/or Drone Liability insurance for bodily injury and property damage, in a form and with insurance companies acceptable to the City.
h. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Combined Single Limit
Packet Page. 257

Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer’s Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
Cyber Liability $1,000,000 per occurrence and aggregate Aviation and/or Drone Liability $1,000,000 per occurrence limit [***REMOVE IF NOT APPLICABLE***]
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. i. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. j. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.

Packet Page. 258

(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. k. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or
companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
l Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification.

Packet Page. 259

(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. m. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.

17. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys’ fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement.
b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability Packet Page. 260

for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).
[***IF CITY IS AWARE THAT THE CONSULTANT WILL PERFORM WORK

SUBJECT TO PREVAILING WAGE LAW, PLEASE CONTACT LEGAL COUNSEL TO OBTAIN GUIDANCE REGARDING REVISING THE FOLLOWING PROVISION***]If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements.

19. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.

21. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the Packet Page. 261

work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.

22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement.

23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant’s professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction.

24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect.

25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.

27. Organization. Consultant shall assign [***INSERT NAME***] as Project Manager.

The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above.

Packet Page. 262

29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof:

CITY:

City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: [***INSERT DEPARTMENT HEAD
TITLE OR “City Manager”***]
With Copy To:

City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: City Attorney
CONSULTANT:
[***INSERT NAME, ADDRESS & CONTACT
PERSON***]

30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.

31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

32. Entire Agreement. This Agreement, including Exhibit “A,” represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement.

33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect.

34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise Packet Page. 263

any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

36. Time of Essence. Time is of the essence for each and every provision of this Agreement.

37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement.

39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement.

42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement.

43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.

Packet Page. 264

44. [***DELETE SECTION IF THESE PENALTIES WILL NOT BE USED***] Disciplinary Actions in Phases for Non-Performance. Failure for Consultant to perform its obligations under this Agreement or comply with the Performance Indicators may result in disciplinary action as follows:
(i) Informal Warning (Written or Verbal). Consultant is given a warning in regards to non-performance. If a verbal warning is issued, it will be confirmed with an electronic correspondence to the Consultant.
(ii) Formal Written Warning. A formal written warning is issued to Consultant pursuant to Section 29 of this Agreement. Consultant must respond within 5 to 10 days of receipt of the formal warning. Upon response from the Consultant, Consultant shall be provided a reasonable time to make corrections to their performance. This time period (iii) Formal Penalty Issued. A penalty of 15% of the Consultant’s current invoice amount or annual contract amount is deducted for non-performance after previous warnings have been issued.
(iv) Termination of Contract. If the performance has not been corrected after all warnings and previous penalties have been exhausted, City may terminate the contract pursuant to Section 21 of this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
Packet Page. 265

SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF SAN BERNARDINO
AND [***INSERT NAME***]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF SAN BERNARDINO
APPROVED BY:

Robert D. Field
City Manager
ATTESTED BY:

Genoveva Rocha, CMC
City Clerk
APPROVED AS TO FORM:

Best Best & Krieger LLP
City Attorney

CONSULTANT

Signature

Name

Title
Packet Page. 266

EXHIBIT A
[***ATTACH OR INSERT: Scope of Services / Schedule of Charges and Payments / Activity Schedule***]
Packet Page. 267

[***IF NO PERFORMANCE INDICATORS WILL BE USED DELETE EXHIBIT B***]

EXHIBIT B

KEY PERFORMANCE INDICATORS OR PERFORMANCE REQUIREMENTS

1. Performance Expectations
• A Performance Measurement Plan (“Performance Plan”) will be developed by the City [***INSERT DEPARTMENT***], and will be reviewed on a quarterly basis. • Consultant will track and document all performance measures identified in the Performance Plan. Measures will include, but a not limited to the measures listed below:
• Consultant will develop and distribute, electronically, a monthly summary report showing the current status and 12 month trend of each performance measure • Consultant will attend quarterly meetings scheduled by the City [***INSERT DEPARTMENT***]and present and discuss performance measures • Consultant will track all cost savings for all orders requested by Waste Resources and will report their total Cost Savings on a quarterly basis

2. Performance Measures

1. Safety:
a. Definition: the condition of being protected from or unlikely to cause danger, risk, or injury
b. Safety Measures is related to PW projects when a contractor is conducting work on a county facility and/or delivery materials and services to a county facility

2. Quality:
a. Definition: the standard of something as measured against other things of a similar kind; the degree of excellence of something.
b. Quality Measure is related to final result of a product or service. Ex. was the monitor installed correctly, crooked, upside down? Were monthly/annual inspections done correctly/on time, were they incomplete.

3. Cost Savings:
a. Definition: a reduction in expenses, especially in business b. Cost Savings Measure is related savings that a vendor makes and passes on to the County.

4. On-Time Delivery:
a. Definition: On Time Delivery or OTD refers to a key performance indicator measuring the rate of finished product and deliveries made in time. This rate is expressed in a total number of units delivered within a set period defined by the customer and the supplier.
b. On-Time Delivery measure is related to service contracts, were the samples delivered on time to the lab. This can also refer to pick-up services such as with environmental contracts that deal with hazardous samples c.

Packet Page. 268

EXHIBIT C

FEDERAL REQUIREMENTS
[***INSERT APPLICABLE FEDERAL REQUIREMENTS – REQUIREMENTS WILL CHANGE BASED ON FUNDING SOURCE***]
Packet Page. 269

CONSENT CALENDAR
City of San Bernardino
Request for Council Action
Date: December 4, 2024
To: Honorable Mayor and City Council Members
From: Rochelle Clayton, Acting City Manager;
Andrea Russell, Director of Human Resources
Department: Human Resources
Subject: Professional Services Agreement with Gallagher Benefit Services, Inc. for Classification and Compensation Study Services
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, authorize the City Manager, or designee, to execute a Professional Services Agreement with Gallagher Benefit Services, Inc. for classification and compensation study services.

Executive Summary
Staff prepared a Request for Proposal (RFP) for classification, compensation, and succession planning study services which garnered seven responses. The proposals were evaluated, and Gallagher Benefit Services, Inc. (Gallagher) was selected as the most qualified respondent.

Background
A classification and compensation study was conducted during fiscal year 2019-2020 and was implemented for all City staff along with the 2020-2025 Memorandums of Understandings (MOUs). The study was applied by moving employees to a new compensation range. When an employee fell out of range, (the member's current compensation was less than the bottom step of the new compensation range), the employee was moved to the bottom step of the new compensation range. Any employee within the range of the updated compensation range was eligible for an increase at their annual merit increase date.

The City agreed in the 2020-2025 MOUs to conduct a classification and compensation study ("Study") during fiscal year 2024-2025. The purpose of the Study would be to review current employee classifications and propose revisions that provide fair and Packet Page. 270
rational internal and external relationships. The City agreed to address any salary adjustments to individual classifications from the Study during fiscal year 2025-2026 and any adjustments may be implemented in a subsequent MOU.

Any salary equity adjustments to individual classifications would be considered with any across-the-board salary adjustments as to the total cost of bargaining unit salaries.

Annual salary adjustments, which may include equity adjustments resulting from the Study, will be based upon availability of funds and will be evaluated in the context of the City's long term financial plan.

Discussion
Staff released an RFP that garnered seven proposals from the respondents listed below. The proposals were evaluated by staff from the Human Resources & Risk Management Department, the Finance & Management Services Department, and the Police Department. The quality of services to be provided were considered in determining the most qualified respondent.

RFP Respondent Group Score
Gallagher Benefit Services, Inc. 249
Baker Tilly US, LLP 208
Educational Data Systems, Inc. 172
MGT of America Consulting, LLC 139
RS Squared, LLP 117
Transformance Consulting 192
Weaver and Tidwell, LLP 142
Gallagher initially received the highest overall group score during the evaluation process, but their service costs were higher than those of the second-highest- rated company, Baker Tilly. To remain mindful of budgetary considerations, staff tentatively awarded the contract to Baker Tilly.

However, during the initial meeting with Baker Tilly after the tentative award, it became evident that their services would not be the best fit for the City’s needs. The firm was unprepared to discuss their proposal in detail or provide value-added insights about their approach. Their inability to adequately answer questions about how the study would be conducted raised significant concerns about their capacity to deliver a comprehensive and effective classification and compensation analysis.

As a result, the City rescinded the tentative award to Baker Tilly and instead proceeded with their top-rated bidder, Gallagher.

Gallagher is a full-spectrum, public-sector human resources services firm. They have been assisting cities, counties, special districts, joint powers associations, courts, educational institutions, and other public agencies with their human resources needs for Packet Page. 271
over 40 years and have offices all throughout California, the Western Region, as well as across the nation.

They are familiar with the various public sector organizational structures, agency missions, operational and budgetary requirements, and staffing expectations. They have extensive experience working in both union and non-union environments, working with City Councils, County Commissions, Boards of Directors, Boards of Supervisors, and Joint Power Authorities.

Gallagher was distinguished from the other vendors because they have worked with 600-700 public agencies in California over the last 10-15 years, including countless agencies in San Bernardino County as well as neighboring Counties. Notable cities include Ontario, Chino, Upland, Redlands, Rancho Cucamonga, and High Desert areas.

Crossing into Riverside County, they have completed classification and compensation work for the Cities of Corona, Perris, Menifee, Murrieta, Lake Elsinore, and many other special districts.

Staff believes Gallager will provide outstanding classification and compensation study services, and most importantly, a high level of customer service. Therefore, Gallagher was selected as the most responsive bidder.

The proposed project cost is $513,209 and will span between 10 months to a year, with a planned kick-off in January 2025. A 5% contingency is included to ensure that the project remains within budget while accommodating any unexpected requirements (i.e. additional services for necessary job classification realignments and/or the creation of new classifications and specifications) that may arise. 2021-2025 Strategic Targets and Goals
Authorizing the City Manager, or designee, to execute a PSA with Gallagher for classification and compensation services aligns with Key Strategic Goal 2. Focused, Aligned Leadership and Unified Community by building a culture that attracts, retains, and motivates the highest quality talent.

Fiscal Impact
Total financial impact is $513,209 ($488,770 plus a 5% contingency). The financial impact to the City for FY 2024/25 is $300,000. In FY 2025/26 the financial impact is $213,135.

There is sufficient funding for the City’s expenses in the FY 2024/25 Adopted Budget.

The Human Resources Department will request the remaining funding for FY 2025/26.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, authorize the City Manager, or designee, to execute a Professional Services Agreement with Gallagher Benefit Services, Inc. for classification and compensation study services.

Packet Page. 272
Attachments
Attachment 1 – Professional Services Agreement
Ward:

All Wards
Synopsis of Previous Council Actions:

N/A
Packet Page. 273
2 PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF SAN BERNARDINO
AND GALLAGHER BENEFIT SERVICES, INC.

This Agreement is made and entered into as of December 4, 2024 by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and Gallagher Benefit Services, Inc., a Delaware Corporation with its principal place of business at 2850 Golf Road, Rolling Meadows, IL 60008 (hereinafter referred to as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.”

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:

City-wide Classification and Compensation study. (hereinafter referred to as “the Project”).

B. Consultant is duly licensed and has the necessary qualifications to provide such services.

C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

AGREEMENT

1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference.

2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.”

3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement.

4. Compensation.
a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” Packet Page. 274
2 b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $513,209 ($488,770 plus a 5% contingency). This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval.

Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.

5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
a. Adjustments. No retroactive price adjustments will be considered.

Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing.

6. Term. This Agreement shall commence on the Effective Date and continue through the completion of services as set forth in Exhibit “A,” unless the Agreement is previously terminated as provided for herein (“Term”).

7. Maintenance of Records; Audits.
a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date.
b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.

8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term.

9. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances Packet Page. 275
3 include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay.
c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

10. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies.
c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.

12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City.

13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and Packet Page. 276
4 any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business.

14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.

15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance.

16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured
The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policy of commercial general liability insurance using the endorsements and forms specified herein or exact equivalents.
b. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:

Insurance Services Office Commercial General Liability
Packet Page. 277
5 coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage
(v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention and provided that such deductibles shall not apply to the City as an additional insured.
c. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, Packet Page. 278
6 all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement.
f. Privacy/Network Security (Cyber)
At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance per claim for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City.
h. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Combined Single Limit
Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal
injury, and property damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer’s Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
Cyber Liability $1,000,000 per occurrence and
aggregate
Packet Page. 279
7 (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement.
i. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. j. Policy Provisions Required
(i) Any cancelled or non-renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided to the City. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy shall contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

Packet Page. 280
DocuSign Envelope ID: 2898CD38-5BF8-4E6A-9087-4E2314F9AC83 (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. k. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or
companies with a current A.M. Best's rating of no less than A:VI and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
l Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (iii) The City may require the Consultant to provide complete copies of all Certificates of Insurance in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. m. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.

17. Indemnification and Limitation of Liability.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and 8 Packet Page. 281
harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any negligent acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project, or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement. b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. c. Limitation of Liability. Consultant’s liability to the City and any other party for any losses, injury or damages to persons or properties or work performed arising out of in connection with this Agreement and for any other claim, whether the claim arises in contract, tort, statute or otherwise, shall be limited to the amount of the total fees due to Consultant from City for the particular project giving rise to the claim. Notwithstanding anything to the contrary in this agreement, consultant shall not be liable for any special, indirect, consequential, lost profits, or punitive damages sustained or incurred in connection with this agreement, whether or not such damages are foreseeable.

18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) 9 Packet Page. 282
10 and debarment of contractors and subcontractors (Labor Code Section 1777.1).

19. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.

21. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving thirty (30) calendar days’ written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned.

City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.

22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement.

23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an Packet Page. 283
11 error or omission attributable to Consultant’s professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction.

24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect.

25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.

27. Organization. Consultant shall assign Frank Rojas as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above.

29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof:

CITY:

City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: Director of Human Resources
With Copy To:

City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: City Attorney
CONSULTANT:

Gallagher Benefit Services, Inc.
2121 N. California Boulevard, Suite 350
Walnut Creek, CA 94596
Attn: Georg S. Krammer, Managing Director

30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.

Packet Page. 284
12 31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

32. Entire Agreement. This Agreement, including Exhibit “A,” represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement.

33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect.

34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

36. Time of Essence. Time is of the essence for each and every provision of this Agreement.

37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement.

Packet Page. 285
1 39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement.

42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement.

43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and [SIGNATURES ON FOLLOWING PAGE]
Packet Page. 286
14 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF SAN BERNARDINO
AND GALLAGHER BENEFIT SERVICES, INC.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF SAN BERNARDINO
APPROVED BY:

Rochelle Clayton
Acting City Manager
ATTESTED BY:

Genoveva Rocha
City Clerk
APPROVED AS TO FORM:

Best Best & Krieger LLP
City Attorney

CONSULTANT
Signature
Name
Title
Packet Page. 287
15 EXHIBIT A

SCOPE OF SERVICES AND SCHEDULE OF CHARGES AND PAYMENTS
Packet Page. 288

CONSENT CALENDAR
City of San Bernardino
Request for Council Action
Date: December 4, 2024
To: Honorable Mayor and City Council Members
From: Rochelle Clayton, Acting City Manager;
Ernesto Salinas, Interim Director of Parks and Recreation, Operations and Forestry
Department: Parks & Recreation and Operations & Forestry Subject: Acceptance and Approval of Modernization of Older Californians Act/Nutrition Services Grant Award FY
2024/25 (All Wards)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2024-232:

1. Authorizing the City Manager or designee to accept grant award funds in the amount of $99,900 from the San Bernardino County Department of Adult and Aging Services – Public Guardian Modernization of Older Californians Act (MOCA)/Nutrition Services Grant; and

2. Authorizing the City Manager or designee to conduct all negotiations, signing, and submitting necessary documents to receive the grant award funds; and

3. Authorizing the Director of Finance and Management Services to amend the FY 2024/25 budget in both revenues and expenditures, and appropriate $99,900 in grant award funds to be used towards intergenerational activities and infrastructure improvements.

Executive Summary
The San Bernardino County Department of Adult and Aging Services has awarded grant funds for the Modernization of Older Californians Act (MOCA)/Nutrition Services program in the amount of $99,900. The funds will be used to program Packet Page. 289
intergenerational activities for the community and for the purchase of equipment and software to enhance the Older Californians Nutrition Program. There is no match requirement for the City.

Background
The City of San Bernardino provides a senior nutrition program for seniors in the City, 60 years of age and older, providing lunch and dinner meals, Monday through Friday, year-round. During FY 2023/24, the Older Californian Nutrition Program served 65,399 meals for a daily average of 266 individual clients at six (6) nutrition sites, these sites include: 5th Street Senior Center, Perris Hill Senior Center, Hernandez Community Center, Lytle Creek Community Center, New Hope Family Life Center, and Highland Senior Center. Meals were served both dine-in and grab-n-go. The food is prepared in the main kitchen at the 5th Street Senior Center and delivered to the five other sites in hot and cold containers. The Older Californian Nutrition Program (formerly the Senior Nutrition Program) is supported by funding received from the County of San Bernardino Department of Aging and Adult Services – Public Guardian (DAAS-PG) through County Contract No. 22-666.

Discussion
The City applied for and received the Modernization of Older Californians’ Act – Nutrition Services Grant from the County of San Bernardino. This grant award in the amount of $99,900 provides funding for several programs: Brown Bag Program, Groceries Program, Intergenerational Activities, Nutrition Infrastructure, and Title II C1 and C-2 Meals. The program provides nutritious meals, nutrition education, and nutrition risk screening to individuals aged sixty (60) and older in a social setting. The programs also offer individuals an opportunity to socialize with others while promoting health and well-being through nutrition. Additionally, the program aims to reduce social isolation for seniors, with efforts related to planning, development, and implementation of activities and programs that bring participants of the Older Californians Nutrition Program together with children or adults.

A Letter of Intent to Award Contract was issued through the MOCA/NS Grant Program by the County of San Bernardino, Human Services Administration, Contracts Unit to the City of San Bernardino on July 22, 2024, for its proposal to offer intergenerational activities and nutrition infrastructure improvements in the amount of $99,900 for the San Bernardino community. The Program is expected to serve at least 2,500 intergenerational clients (120 unduplicated clients) in 24 activities within the annual grant term. Proposed intergenerational activities include a Grandparent’s Day Celebration, Master Chef cooking classes, Paint, Project & Pastries Arts and Crafts, and Smart Play Socials (technology learning through interaction and play).

These activities will take place at both the 5th Street and Perris Hill Senior Centers and other community centers. Proposed infrastructure improvements include the purchases of a commercial range oven for the Hernandez Community Center, an energy-efficient commercial refrigerator for the Perris Hill Senior Center, a highpressure sprayer/cleaner for the 5th Street Senior Center, and other related program Packet Page. 290
supplies and equipment.

Staff recommends the acceptance of the contract award of supplemental nutrition grant funds by the County DAAS from the Modernization of Older Californians Act – Nutrition Services grant program in the amount of $99,900 and the allocation to expend the grant funds. The deadline to expend these funds is September 30, 2025. 2021-2025 Strategic Targets and Goals
This proposal aligns with Goal No. 1: Financial Stability by securing a long-term revenue source and creating a framework for spending decisions, Goal No. 2:

Focused, Aligned Leadership and Unified Community by developing and implementing a community engagement plan, and Goal No. 3: Improved Quality of Life by providing intergenerational activities that bring participants of the Older Californians Nutrition Program (OCNP) together with children or adults and capacity and infrastructure improvements for the OCNP.

Fiscal Impact
The FY 2024-2025 adopted budget currently has $392,541 budgeted for daily operational costs for the Older Californians Nutrition Program OCNP). The additional $99,900 from the MOCA/Nutrition Services Grant will supplement intergenerational activities programming and capacity and infrastructure improvements to the OCNP.

There is no match requirement. Intergenerational activities will not require new staff Hires, equipment purchases, and maintenance are included in the current OCNP Grant.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2024-232:

1. Authorizing the City Manager or designee to accept grant award funds in the amount of $99,900 from the San Bernardino County Department of Adult and Aging Services – Public Guardian Modernization of Older Californians Act (MOCA)/Nutrition Services Grant; and

2. Authorizing the City Manager or designee to conduct all negotiations, signing, and submitting necessary documents to receive the grant award funds; and

3. Authorizing the Director of Finance and Management Services to amend the FY 2024/25 budget in both revenues and expenditures, and appropriate $99,900 in grant award funds to be used towards intergenerational activities and infrastructure improvements.

Packet Page. 291
Attachments
Attachment 1 Resolution_2024-25 MOCA -Nutrition Services Grant Attachment 2 RFP-DAAS-#HS 23-26_2024-25 MOCA – NS Grant Attachment 3 Bid Proposal-RFP-DAAS-#HS 23-26_MOCA - NS Grant Attachment 4 Letter of Intent to Award Contract_2024-25 MOCA-Nutrition Services Grant
Attachment 5 2024-25 MOCA – NS Grant - County Contract
Attachment 6 2022-25 OCNP Grant – County Contract No. 22-666 Ward:

All Wards
Synopsis of Previous Council Actions:

On January 17, 2024, the Mayor and City Council adopted Resolution No. 2024- 018, approved the purchase of a mobile diesel generator through the Home and Community Based Services (HCBS) Senior Nutrition Infrastructure Grant Program.

On January 18, 2023, the Mayor and City Council adopted Resolution No. 2023-014, accepted and allocated additional grant funds for the Senior Nutrition Program from the Home and Community Based Services (HCBS) Senior Nutrition Infrastructure Grant Program in the amount of $304,846.

Packet Page. 292
Resolution No. 2024-232
Resolution 2024-232
December 6, 2024

RESOLUTION NO. 2024-232

RESOLUTION OF THE MAYOR AND CITY COUNCIL OF

THE CITY OF SAN BERNARDINO, CALIFORNIA,

AUTHORIZING THE CITY MANAGER OR DESIGNEE TO

ACCEPT GRANT AWARD FUNDS IN THE AMOUNT OF
$99,900 FROM THE SAN BERNARDINO COUNTY
DEPARTMENT OF ADULT AND AGING SERVICES –

PUBLIC GUARDIAN MODERNIZATION OF OLDER

CALIFORNIANS ACT (MOCA)/NUTRITION SERVICES
GRANT; AND AUTHORIZING THE CITY MANAGER OR

DESIGNEE TO CONDUCT ALL NEGOTIATIONS,

SIGNING, AND SUBMITTALS OF NECESSARY
DOCUMENTS TO RECEIVE THE GRANT AWARD FUNDS;

AND AUTHORIZING THE DIRECTOR OF FINANCE AND
MANAGEMENT SERVICES TO AMEND THE FY 2024/25

BUDGET IN BOTH REVENUES AND EXPENDITURES,
AND APPROPRIATE $99,900 IN GRANT AWARD FUNDS

TO BE USED TOWARDS INTERGENERATIONAL
ACTIVITIES AND INFRASTRUCTURE IMPROVEMENTS.

WHEREAS, The City of San Bernardino is contracted (County Contract #22-666) with the San Bernardino County Department of Aging and Adult Services – Public Guardian (DAAS-PG) as one of eight (8) nutrition providers in the County; and WHEREAS, The Parks, Recreation and Community Services Department submitted a bid proposal (RFP HS 23-26, ePro Bid #DAAS124OAAGI-5267) upon invite to the San Bernardino County DAAS for consideration for funding from the Modernization of Older Californians Act (MOCA)/Nutrition Services Grant to operate senior nutrition programs pursuant to the MOCA, particular to intergenerational programming and nutrition infrastructure improvement; and
WHEREAS, on May 6, 2024, the County of San Bernardino DAAS-PG issued to the City of San Bernardino a Request for Proposal (RFP HS 23-26/ePro Bid #DAS124-OAAGI-5267) open to all the existing OCNP providers of a supplemental grant program entitled the Modernization of Older Californians Act /Nutrition Services (MOCA/NS); and WHEREAS, a proposal was submitted by senior services staff members by the short notice deadline of June 11, 2024 and a Letter of Intent to Award Contract was issued through the MOCA/NS grant program by the County of San Bernardino, Human Services Administration, Contracts Unit to the City of San Bernardino on July 22, 2024.

Packet Page. 293
Resolution No. 2024-232
Resolution 2024-232
December 6, 2024

BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:

SECTION 1. The above recitals are true and correct and are incorporated herein by this reference.

SECTION 2. The Mayor and City Council of the City of San Bernardino hereby authorize the City Manager to approve a 2024/2025 Grant Award for the Modernization of Older Californians Act (MOCA) - Nutrition Services grant through the Department of Aging and Adult Services – Public Guardian (DAAS-PG).

SECTION 3. The City Manager, or their designee, is hereby authorized to accept the 2024/2025 MOCA – Nutrition Services Grant Award in the amount of $99,900 and conduct all negotiations, signing and submittals of necessary documents to receive the grant award.

SECTION 4. The Director of Finance and Management Services is hereby authorized to allocate the grant funds for expenditure for the period of October 1, 2024 through September 30, 2025.

SECTION 5. That the City Council finds this Resolution is not subject to the California Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty, as in this case, that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

SECTION 6. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable.

SECTION 7. Effective Date. This Resolution shall become effective immediately.

APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the Acting City Clerk this 4th day of December 2024.

Helen Tran, Mayor
City of San Bernardino
Packet Page. 294
Resolution No. 2024-232
Resolution 2024-232
December 6, 2024

Attest:

Genoveva Rocha, CMC, City Clerk
Approved as to form:

Sonia Carvalho, City Attorney
Packet Page. 295
Resolution No. 2024-232
Resolution 2024-232
December 6, 2024

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss

CITY OF SAN BERNARDINO )
I, Genoveva Rocha, CMC, City Clerk, hereby certify that the attached is a true copy of Resolution No. 2024-232, adopted at a regular meeting held on the 4th day of December 2024 by the following vote:

Council Members: AYES NAYS ABSTAIN ABSENT
SANCHEZ _____ _____ _______ _______
IBARRA _____ _____ _______ _______
FIGUEROA _____ _____ _______ _______
SHORETT _____ _____ _______ _______
REYNOSO _____ _____ _______ _______
CALVIN _____ _____ _______ _______
ALEXANDER _____ _____ _______ _______
WITNESS my hand and official seal of the City of San Bernardino this ____ day of December 2024.

Genoveva Rocha, CMC, City Clerk
Packet Page. 296
Rev. 7/2021- Services
Request for Proposal No. DAAS124-OAAGI-5267
Modernization of Older Californian’s Act -
Nutrition Services
Diana Alexander
Assistant Executive Officer
San Bernardino County
Sharon Nevins
Department of Aging and Adult ServicesPublic Guardian
Administrative Support Division – Contracts Unit
150 South Lena Road
San Bernardino, CA 92415-0515
(909) 388-0360
RFP #HS 23-26
ePro Bid #DAAS124-OAAGI-5267
Packet Page. 297
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267
Page i of ii

TABLE OF CONTENTS
I. INTRODUCTION ........................................................................................................................1 A. Purpose
B. RFP Contact
C. Budget
D. Contract Term
E. Assistance to Proposers with a Disability
F. Question and Answer Period
G. Request for Word Version of the RFP
H. Letter of Intent Deadline
I. Proposal Submission Deadline
II. PROPROSAL TIMELINE ............................................................................................................3 III. DEFINITIONS AND REFERENCE DOCUMENTS ......................................................................3 IV. PROPOSAL CONDITIONS.........................................................................................................8 A. Authorized Signatures
B. Term of Offer
C. Required Review
D. Incurred Costs
E. Amendments/Addenda to RFP
F. Best Value Evaluation
G. Right of Rejection
H. Local Preference
I. Clarification of Offers
J. Public Records Act
K. Employment of Former County Officials
L. Iran Contracting Act of 2010
M. Disclosure of Criminal and Civil Proceedings
N. Debarment and Suspension; California Secretary of State Business Entity Registration O. Unsatisfactory Performance
P. Final Authority
Q. Reserved
R. Contingencies
S. Proposal Submission
T. Inaccuracies and Misrepresentations
U. Negotiations
V. Level of Service
W. Pre-Award Visits
X. Executive Order N-6-22 – Russian Sanctions
Y. Campaign Contribution Disclosure (SB 1439)
V. SCOPE OF WORK ...................................................................................................................13 A. Background Information
B. Project Description
C. Program Service Areas
D. Reserved
E. Reserved
VI. PROPOSAL SUBMISSION.......................................................................................................21 A. General
B. Proposal Format
VII. EVALUATION ...........................................................................................................................25 A. Qualifications and Experience
Packet Page. 298
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267
Page ii of ii
B. Financial Review
C. Technical Review
D. Cost/Revenue
E. References
VIII. NEGOTIATIONS AND NOTICE OF INTENT TO AWARD.........................................................27 A. Contract Negotiation
B. Failure to Negotiate
C. Notice of Intent to Award (NOIA) – Proposer Notification of Selection D. Review of Financial Performance
E. Award
IX. APPEAL AND AWARD .............................................................................................................27 X. TERMS AND CONDITIONS......................................................................................................28 A. General
B. Indemnification and Insurance Requirements
C. Right to Monitor and Audit
D. Correction of Performance Deficiencies
E. Information Integrity and Security
F. Equal Employment/Employment Discrimination/Civil Rights ATTACHMENTS:

A. Cover Page
B. Statement of Certification
C. Licenses, Permits, and/or Certifications
D. Certification Regarding Debarment or Suspension; California Secretary of State Business Entity Registration
E. Cost
F. References
G. Employment of Former County Officials
H. Exceptions to RFP
I. Public Records Act Exemptions
J. Indemnification and Insurance Requirements Affidavit K. Reserved
L. Local Vendor Preference Self-Certification
M. Campaign Contribution Disclosure (SB 1439)
N. Letter of Intent

EXHIBITS
A. Complaint and Grievance Procedure
B. Information Integrity and Security Statement (CDA 1024) C. Older Californians Nutrition Program Menu Guidance
Packet Page. 299
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

I. INTRODUCTION
A. Purpose
San Bernardino County (County), through Human Services (HS) for the Department of Aging and Adult Services - Public Guardian (DAAS-PG) is seeking Proposals from interested and qualified individuals, organizations, and firms, hereinafter referred to as “Proposers” or “Contractors” to operate Senior Nutrition Programs pursuant to the Modernization of Older Californians Act (MOCA). Cost reimbursement contracts will be awarded for the period of September 1, 2024, through August 31, 2025, for an amount totaling $619,147. An option to renew for three (3) additional one (1) year periods for an annual amount totaling $1,554,487 may also be awarded. An amount not to exceed $5,282,609 has been allocated for these services for the periods indicated. The number of awards will be determined by the quality of the proposals received.

NOTE: If you currently have an active contract with San Bernardino County for similar Nutrition Services programs, you may also submit a proposal for any of the programs contained within this RFP. If selected for a contract award, the funding for each contract must be tracked separately as the funding sources are different.

B. RFP Contact
All correspondence, including Proposals and questions, must be submitted to the address and person (RFP Contact) listed below:

San Bernardino County
Human Services
Attn: HS Contracts Unit (RFP HS #23-26/ePro Bid # DAAS124-OAAGI-5267) 150 South Lena Road
San Bernardino CA 92415-0515
Contact: Diane Ettari, Contract Analyst
Phone: (909) 386-8313
Fax: (909) 387-2900
Email [email protected]
Fax number and email address may only be used to submit questions. Proposals will not be accepted by email or facsimile. Proposals must be submitted electronically through the County Electronic Procurement Network (ePro), and via hard copy with original signature submitted to the address indicated above. All Proposers must register with the ePro system prior to the date and time to submit the proposal or they will be disqualified.

C. Budget
The County estimates a budget of an amount not to exceed $5,282,609 allocated for completion of this work.

D. Contract Term
Services to be provided under this Request for Proposal (RFP) are outlined under Section V, Scope of Work. The Contract period will be from September 1, 2024, through August 31, 2025, but may be terminated earlier in accordance with provisions of this Contract. The County may but is not obligated to extend awarded Contract(s) for three (3) additional one (1) year periods, contingent on the availability of funds and Contractor performance.

The Proposer must include in Proposal, Attachment E - Cost, all transportation, lodging, and per diem costs sufficient to pay its personnel and travel to the selected locations.

Packet Page. 300
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

E. Assistance to Proposers with a Disability
Proposers with a disability may request accommodation regarding the means of communicating this RFP or participating in the procurement process. For more information, contact the RFP Contact no later than ten (10) days prior to the Deadline for Proposals.

F. Question and Answer Period
All questions relating to this RFP must be submitted in writing via email, fax, or mail to the contact listed in Paragraph B of this Section. Questions should be clear and concise and include references to sections of the RFP when applicable. The deadline to submit questions is 4:00 p.m., Tuesday , May 21, 2024.

All written questions will be answered and both the question and answer will be compiled into one (1) or more documents and posted as an Addendum on the San Bernardino County Electronic Procurement Network (ePro) https://epro.sbcounty.gov/bso/ within two (2) weeks following the deadline to submit questions.

G. Request for Word Version of the RFP
A Word version of the RFP can be requested at any time during the procurement timeline by submitting an email with the subject line of “Request for RFP HS #HS-23-26 to Diane Ettari at [email protected].

H. Letter of Intent Deadline
A Letter of Intent (Attachment N) must be submitted through mail, or in person to HS Administration and through ePro https://epro.sbcounty.gov/bso/, and must be received by the time and date designated in Section II. Failure to submit a Letter of Intent (Attachment N) by the deadline will disqualify the Proposer from further participation in the procurement process.

A Proposal that is submitted by a Proposer that did not submit a Letter of Intent (Attachment N) will be rejected and no contract will be awarded.

I. Proposal Submission Deadline
Proposals/bids must be submitted electronically through ePro https://epro.sbcounty.gov/bso/ and via hard copy, with original signature, to the address listed in Paragraph B and must be received by the time and date designated in this Section. Postmarks will not be accepted in lieu of actual receipt. Facsimile or email proposals will not be accepted.

Proposals/bids submitted through ePro must be submitted under ePro Bid #DAAS124-OAAGI-5267.

System-related or procurement questions involving ePro shall be directed to the Purchasing Department at (909) 387-2060. Proposals submitted through ePro may be withdrawn in ePro prior to the scheduled deadline for submission of proposals. Proposers acknowledge that its electronic signature in the ePro submission is legally binding. In the case of a discrepancy between the proposal submitted through ePro and the numerical bid entered into ePro, the numerical bid shall prevail. For procurement questions, please contact the Contract Analyst identified in Paragraph B.

In the event of ePro system downtime due to the loss of internet connectivity to the County’s network server, as verified by the County, the electronic submission requirement may be waived as long as hard copies of the proposal are received by the deadline at the address listed in Paragraph B of this Section.

Proposals/bids must be received no later than 4:00 p.m., Tuesday, June 11, 2024. Late or incomplete proposals/bids will not be accepted.

Additionally, all proposers must register with the ePro system prior to the submission deadline, or they will be disqualified.

Packet Page. 301
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

II. PROPOSAL TIMELINE
Release of RFP (optional) April 30, 2024
Mandatory Proposal Conference May 14, 2024
Deadline for Submission of Questions May 21, 2024
Deadline for Letter of Intent May 28, 2024
Deadline for Proposals June 11, 2024, at 4:00p.m.

Tentative Date for Mailing Award/Denial Letters July 8, 2024 Tentative Date for Protests July 18, 2024
Date for Tentative Contract Award July 22, 2024
Tentative Start Date for Contract(s) September 1, 2024
Mandatory Post-Award Conference To be announced following Contract award Mandatory Proposal Conference:

A mandatory Proposal Conference will be held via Microsoft Teams meeting on Thursday, May 14, 2024 at 11:00am.

Join on your computer, mobile app or room device
Click here to join the meeting
Meeting ID: 272 392 567 389
Passcode: fJqpot
Download Teams | Join on the web
Or call in (audio only)
+1 661-568-6806,,538287618# United States, Santa Clarita Phone Conference ID: 538 287 618#
Find a local number | Reset PIN
The conference will clarify program expectations, explain processes, and answer attendees’ questions.

Attendance at the conference is mandatory. No Proposal will be accepted from any Proposer who fails to attend the Proposal Conference. Each attendee must sign-in to document their attendance.

III. DEFINITIONS AND REFERENCE DOCUMENTS
Capitalized terms used in this RFP shall have the meanings given to them in the RFP and as defined below:

Adult: An individual between eighteen (18) years and sixty (60) years old.

Area Agency on Aging (AAA): An identifiable private nonprofit or public agency designated by the Department of Aging which works for the interests of older Californians within a Planning and Service Area (PSA). This agency engages in community planning, coordination, and program development, and, through contractual arrangements, provides a broad array of social and nutritional services. In 1976, the State of California designated San Bernardino County as an Area Agency on Aging. As a result of this designation, DAAS receives funding from the California Department of Aging to administer the programs authorized by the Older Americans Act.

Applicant/Vendor/Proposer: Used interchangeably throughout the RFP to denote any company that is interested in providing MOCA Nutrition Services.

Board: The San Bernardino County Board of Supervisors.

Packet Page. 302
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

Brown Bag Program: A program that provides both surplus and donated edible fruits, vegetables, and other unsold food products to older individuals with low income.

California Department of Aging (CDA): Administers programs that serve older adults, adults with disabilities, family caregivers and residents in long-term care facilities throughout the state.

Child: An individual under eighteen (18) years old.

Congregate Nutrition Services: Provides nutritious meals, nutrition education, and nutrition risk screening to individuals aged sixty (60) and older in a social setting. The program offers individuals an opportunity to socialize with others to reduce social isolation while promoting health and well-being through nutrition.

Contract: The legal agreement between the County and the Proposer resulting from the award issued pursuant to this RFP to the successful Proposer.

Contractor: Any individual, company, firm, corporation, partnership, or other organization to whom a contract award is made by the County.

County: County as used throughout this document, including its possessive form (County’s), refers to San Bernardino County.

Department of Aging and Adult Services-Public Guardian (DAAS-PG): County department that provides service to seniors and at-risk adults to improve or maintain choice, independence, and quality of life. DAAS works to ensure seniors and adults with disabilities have the right to age in the least restrictive environment.

Eligible Participant for Brown Bag Services: An older adult sixty (60) years of age and older with income at or below 185% of the Federal Poverty Level.

Eligible Population for Intergenerational Activities: An older adult sixty (60) years of age or older, with emphasis on those in greatest economic and social need with particular attention to low-income minority older individuals, older individuals with Limited English Proficiency (LEP), and older individuals residing in rural areas. [Older Americans Act (OAA) § 305 (a)(2)(E); 22 California Code of Regulations (CCR) 7125, 7127, 7130, 7135]
Eligible Population for Title III C-1 and C-2 Meals: Older individuals sixty (60) years of age or older, with emphasis on those in greatest economic and social need with particular attention to low-income minority older individuals, older individuals with Limited English Proficiency (LEP), and older individuals residing in rural areas. [Older Americans Act (OAA) § 305 (a)(2)(E); 22 California Code of Regulations (CCR) 7125, 7127, 7130, 7135]

1. Individuals eligible to receive a meal at a congregate nutrition site shall include the following:
a. Any older individual.
b. The spouse of any older individual
c. A person with a disability, under age sixty (60) who resides in housing facilities occupied primarily by older individuals at which congregate nutrition services are provided. d. A disabled individual who resides at home with and accompanies an older individual who participates in the program.
e. A volunteer under age sixty (60), if doing so will not deprive an older individual sixty (60) or older of a meal. [CCR 7636.9(b)(3); CCR 7638.7(b); and OAA 339(H)]

2. Individuals eligible to receive a home-delivered meal are individuals who are:
a. Frail as defined by 22 CCR 7119, homebound by reason of illness or disability, or otherwise isolated. (These individuals shall be given priority in the delivery of services.) [45 Code of Federal Regulations (CFR) 1321.69(a)].

Packet Page. 303
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

b. A spouse of a person defined in 22 CCR 7638.7(c)(2), regardless of age or condition, if an assessment concludes that is in the best interest of the homebound older individual. c. An individual with a disability who resides at home with older individuals, if an assessment concludes that it is in the best interest of the homebound older individual who participates in the program.

Equipment: Tangible personal property with a useful life of more than one (1) year and an acquisition cost of $500 or more per unit
Facilitator: A County Purchasing Department buyer or designated individual tasked with managing the processes of the evaluation panel.

Groceries: Assistance to Older Americans Act (OAA) participants in the form of food items.

Home Delivered Nutrition Services: Provides nutritious home-delivered meals, nutrition education, and nutrition risk screening to individuals aged sixty (60) and older who are homebound because of illness, incapacity, disability, or are otherwise isolated.

Human Services (HS): San Bernardino County Human Services (HS), a system of integrated services, where the programs and resources of nine (9) County departments come together to provide a rich, more complete array of services to the citizens of San Bernardino County under one coordinated effort.

Intergenerational Activities: Efforts related to the planning, development, and implementation of activities and programs that bring participants of the Older Californians Nutrition Program (OCNP) together with children or adults. Mutually beneficial intergenerational activities promote greater understanding and respect between generations and also strengthen older adults’ recovery and resilience from the isolation and health impacts from the COVID-19 pandemic.

Low Income: Income below 185% of the Federal Poverty Level.

Nutrition Infrastructure: The capacity and infrastructure improvements for the OCNP including purchasing, upgrading, or refurbishing infrastructure for the production and distribution of OCNP meals.

Older Americans Act (OAA): The overall purpose of this act is to provide comprehensive, coordinated, community-based systems of service to persons aged sixty (60) and older in order to enable them to maintain health, personal dignity, and independence (42 USCA §3001 et seq.).

Older Californians Nutrition Program (OCNP): Provides nutrition meals and services including the Title III C1 Congregate Nutrition Services and Title III C-2 Home-Delivered Nutrition Services.

Older Individual: An individual who is sixty (60) years of age or older.

Planning and Service Area (PSA): A geographical area, the boundaries of which are determined by the CDA pursuant to federal law and regulation. The CDA allocates funds to an AAA to provide services to older individuals residing within a specific PSA.

Proposal: The offer to provide specific goods or services at specified prices and/or other conditions specified in the RFP.

Purchasing Agent: The Director of the County Purchasing Department.

Restaurant Option (RO): An OCNP meal option providing older adults with vouchers for meals at licensed foodservice establishments such as restaurants, cafes, food trucks, and grocery stores with hot and/or cold meals. AAAs and/or nutrition providers contract with foodservice establishments to provide meals.

Packet Page. 304
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

Restaurant Voucher: A paper or electronic system that Title III C-1 participants exchange for meals at designated restaurants.

Request for Proposal (RFP): The request for an offer from Proposers interested in providing the identified services sought to be procured by the County. The RFP specifies the evaluation factors to be used and contains or incorporates by reference contractual terms and conditions applicable to the procurement.

Subcontractor: An individual, company, firm, corporation, partnership, or other organization, not in the employment of or owned by Contractor who is performing services on behalf of Contractor under the Contract or under a separate contract with or on behalf of Contractor.

Title III C-1 (Congregate Nutrition Services): Nutrition services for older individuals in a congregate setting.

Services include meals, nutrition education, nutrition risk screening, and opportunities for socialization. Each meal shall provide one-third (1/3) of the Dietary Reference Intakes (DRI) and comply with the most current Dietary Guidelines for Americans (DGA). To be an eligible Title III C-1 congregate nutrition site, the site must meet all of the following criteria: [22 CCR 7638.7(a)]

1. Be open to the public. [45 CFR 1321.53(b)(3)]

2. Not means test. [OAA § 315(b)(3)]

3. Provide participants the opportunity to make voluntary contributions and not deny service for not contributing to the cost of the service. [OAA § 315(b)(4); 22 CCR 7638.9]

4. Not receive funds from another source for the cost of the same meal, equipment, or services. [2 CFR 200.403(f); 45 CFR 75.403(f)]
Title III C-2 (Home-Delivered Nutrition Services): Nutrition services provided to frail, homebound, or isolated older individuals including meals, nutrition education, and nutrition risk screening. Each meal shall provide one-third (1/3) of the DRI and comply with the most current DGA. [22 CCR 7135, 22 CCR 7638.7(c)] To-Go Meals: Meals that are picked up by OCNP clients (or client's agent) or delivered to clients who are not comfortable dining in a congregate meal setting or are unable to attend during congregate mealtimes.

1. C-1: To-Go meals are categorized as C-1 meals if they are consumed onsite and include in-person interaction (e.g., dining at congregate site such as restaurant, food truck, etc. or one-on-one with program volunteer) or consumed offsite and include virtual interaction (e.g., group interaction via Zoom, FaceTime, etc. or one-on-one with program volunteer via telephone) during the meal.

2. C-2: To-Go meals are categorized as C-2 meals if they are consumed offsite without in-person or virtual interaction.

Reference Documents:

Americans with Disabilities Act (42 U.S.C. section 12101 et seq.) http://www.ada.gov/pubs/adastatute08.pdf
California Department of Aging
https://aging.ca.gov/
California Department of Aging Program Memo 23-12 Nutrition Modernization (NM) Funding for the Older Californians Act Nutrition Services
https://aging.ca.gov/download.ashx?lE0rcNUV0zY7cWLrGQMBfw%3D%3D California Department of Social Services Manual of Policies and Procedures Divisions 21 and 23, sections 600, 602, and 604
Div. 21 - https://www.cdss.ca.gov/Portals/9/Regs/3cfcman.pdf Div. 23 - https://www.cdss.ca.gov/ord/entres/getinfo/pdf/opsman4.pdf Packet Page. 305
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

California Fair Employment and Housing Act (California Government Code section 12900, et seq.) https://www.dfeh.ca.gov/legal-records-and-reports/laws-and-regulations/ California Government Code section 87100 et seq.
http://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=87100.&lawCode=GOV California Penal Code section 11105.3
http://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=11105.3.&lawCode=PEN California Public Records Act Government Code section 7920.000 et seq. https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=7920.000.&lawCode=GO V
California Retail Food Code
http://www.cdph.ca.gov/Programs/CEHD/DFDCS/Pages/FDBHSCodes.aspx California Vehicle Code
http://leginfo.legislature.ca.gov/faces/codes_displayexpandedbranch.xhtml?tocCode=VEH&division=6.&titl e=&part=&chapter=&article
California Welfare and Institutions Code section 10000 et seq. http://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=WIC&sectionNum=10000 Clean Air Act (42 U.S.C. section 7401 et seq.)
http://epa.gov/clean-air-act-overview/clean-air-act-text Clean Water Act (33 U.S.C. section 1251 et seq.)
https://www.epa.gov/laws-regulations/summary-clean-water-act Environmental Protection Agency Regulations (40 C.F.R.) https://ecfr.federalregister.gov/current/title-40
Executive Order 11246 [30 Fed. Reg. 12319 (Sept. 24, 1965)], as amended by Executive Orders 11375, 13279, 13665, and 13672.
http://www.dol.gov/ofccp/regs/compliance/ca_11246.htm
Executive Order 11738 [38 Fed. Reg. 25161 (Sept. 10, 1973] and Environmental Protection Agency regulations (40 C.F.R.)
http://www.archives.gov/federal-register/codification/executive-order/11738.html Executive Order 12549 [51 Fed. Reg. 6370 (Feb. 18, 1986] and Executive Order 12689 https://www.archives.gov/federal-register/codification/executive-order/12549.html and Debarment, Suspension, And Other Responsibility Matters (48 C.F.R. Subpart 9.4) Older Californians Nutrition Program Menu Guidance
https://aging.ca.gov/Providers_and_Partners/Area_Agencies_on_Aging/Older_Californians_Nutrition_Progr am/Resources/
Office of Management and Budget (OMB) Circulars
https://www.whitehouse.gov/omb/information-for-agencies/circulars/ Pro-Children Act of 1994 (20 U.S.C. section 6081 et seq.) https://www.law.cornell.edu/cfr/text/48/352.237-70
Packet Page. 306
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

San Bernardino County Policy (11-08) – Recycled products https://wp.sbcounty.gov/purchasing/wp-content/uploads/sites/3/2016/08/11-08.pdf State Energy Conservation Plan (California Code of Regulations, title 20, section 1401 et seq.) https://govt.westlaw.com/calregs/Browse/Home/California/CaliforniaCodeofRegulations?guid=I88DFCEC0 D44E11DEA95CA4428EC25FA0&originationContext=documenttoc&transitionType=Default&contextData=( sc.Default)
Title VII of the Civil Rights Act of 1964
http://www.eeoc.gov/laws/statutes/titlevii.cfm
IV. PROPOSAL CONDITIONS
A. Authorized Signatures
All proposals must be signed by an individual authorized to bind the Proposer to the provisions of the RFP.

B. Term of Offer
Proposals shall remain open, valid, and subject to acceptance anytime within nine (9) months after the Proposal submission.

C. Required Review
Proposers should carefully review this RFP for defects and questionable or objectionable material.

Comments from Proposers concerning defects and objectionable material in this RFP must be made in writing and received by the RFP contact prior to the deadline for submission of questions identified in Section II or at least ten (10) calendar days before the Deadline for Proposals (whichever occurs last).

This will allow issuance of any necessary amendments or addendums to the RFP. It will also help prevent the opening of a defective RFP and exposure of Proposals upon which an award could not be made.

Protests based on any omission or error, or on the content of this RFP, may be disallowed if not submitted in writing to the attention of the RFP Contact, prior to the deadline for submission of questions identified in Section II or at least ten (10) calendar days before the Deadline for Proposals (whichever occurs last).

D. Incurred Costs
The County is not obligated to pay any costs incurred by Proposer in the preparation of a Proposal in response to this RFP. Proposers agree that all costs incurred in developing a Proposal are the Proposer’s responsibility.

E. Amendments/Addenda to RFP
The County reserves the right to issue amendments or addendums to this RFP if the County considers that changes are necessary or additional information is needed. Additionally, the County may terminate this procurement process at any time.

Changes to a Proposal or withdrawal of a Proposal will only be allowed if a request is received prior to the Deadline for Proposals. No amendments or withdrawals will be accepted after the Deadline for Proposals.

F. Best Value Evaluation
As established in this RFP, the County realizes that criteria other than price are important and will award Contract(s) based on the Proposal that best meets the needs of the County. The County seeks the optimal combination of quality, price, and various qualitative elements of the required Services that will provide the County the greatest or best value for its money.

G. Right of Rejection
Offers must comply with all of the terms of the RFP, and all applicable local, state, and federal laws, codes, and regulations. The County may reject as non-responsive any Proposal that does not comply Packet Page. 307
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

with all of the material and substantial terms, conditions, and performance requirements of the RFP.

Further, the County may reject a proposal from any entity that is a parent, affiliate, or subsidiary, or that is under common ownership, control, or management with any other entity submitting a Proposal in response to this RFP.

A Proposer may not qualify the Proposal nor restrict the rights of the County. If Proposer does so, the Proposal may be determined to be a non-responsive counteroffer and the Proposal may be rejected.

No Proposal shall be rejected, however, if it contains a minor irregularity, defect, or variation. If the irregularity, defect, or variation is considered by the County to be immaterial or inconsequential, the County may choose to accept the Proposal.

Minor irregularities may be waived by the Purchasing Agent when they are any of the following:

1. Do not affect responsiveness;

2. Are merely a matter of form or format;

3. Do not change the relative standing or otherwise prejudice other offers;

4. Do not change the meaning or scope of the RFP;

5. Are trivial, negligible, or immaterial in nature;

6. Do not reflect a material change in the work; or

7. Do not constitute a substantial reservation against a requirement or provision.

In such cases the Proposer will be notified of the deficiency in the Proposal and given an opportunity to correct the irregularity, defect or variation or the County may elect to waive the deficiency and accept the Proposal. The decision to provide a waiver shall in no way modify or compromise the overall purpose of the submittal, nor excuse the Proposer from compliance with all requirements if awarded a Contract.

This RFP does not commit the County to award a contract. The County reserves the right to reject any or all Proposals if it is in the best interest of the County to do so. The County also reserves the right to terminate this RFP process at any time.

H. Local Preference
San Bernardino County has adopted a Local Preference Policy. A local preference of five percent (5%) shall be applied in the cost evaluation of proposals or bids for goods, services, equipment, or a minor public work project, unless an exemption applies. In a price-based bid, five percent (5%) will be deducted from the local vendor’s proposed cost for the purpose of comparison when the local vendor’s proposed cost is not the lowest. If the local vendor’s bid is equal to or lower than the price of an otherwise successful non-local vendor after the 5% preference is applied, the local vendor will be given the opportunity to match the lowest quoted price. In a best value evaluation, five percent (5%) of the awardable points for cost will be added to the local vendor’s score. If the local vendor’s overall score is equal to or lower than that of an otherwise successful nonlocal vendor, the local vendor will be recommended for award. “Due to the evaluation of qualitative elements along with cost in a best value evaluation, application of local preference for cost proposals may not result in award to a local vendor with the lowest cost after applying local preference.”
Local Vendor - A local vendor is any vendor, contractor, or consultant (hereafter “vendor”) that meets all of the following requirements:

1. Vendor’s main office (headquarters) or a major regional office is located within the County;

2. Vendor employs a minimum of 25% of the vendor’s full-time management employees and 25% of its full-time regular employees working from the San Bernardino County location(s);

3. Vendor employs one full-time or two part-time employees with primary residence in the County;

4. Vendor’s “point of sale” for purposes of reporting sales tax to the State Board of Equalization is within the boundaries of the County. The payment of any local share of sales tax must go to the County or a city within the County. If the local business has more than one sales office in the State of California, the Packet Page. 308
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

office located in the County shall be the point of sale for sales tax calculation;

5. Vendor is not delinquent in any taxes or other payments to the County;

6. Vendor possesses a valid and verifiable business license (if required);

7. Vendor has been open and established for at least six months prior to the issuance of the solicitation;

8. Vendor can demonstrate on-going business activity in the field of endeavor on which they are proposing from that office during the preceding six (6) months;

9. Vendor has not within five years prior to the solicitation admitted guilt or been found guilty by any court or state or federal regulatory enforcement agency of violation of any criminal law or any law or regulation regarding fraud;

10. Vendor is not federally debarred; and

11. Vendor is not suspended or debarred from participation in doing business with the County, in the scope of work that is the subject of the solicitation.

12. Local Vendor Self-certification – Documentation provided.

Local Vendor self-certification form is required for any bid or proposal when a local preference is claimed affirming that it meets each of the above stated criteria and signed by a vendor representative with the authority to obligate the company under penalty of perjury. (See Attachment L) I. Clarification of Offers
In order to determine if a Proposal is reasonably susceptible for award, communications by the Facilitator for the evaluation panel are permitted with a Proposer to clarify uncertainties or eliminate confusion concerning the contents of a Proposal. Clarifications may not result in a material or substantive change to the Proposal. The evaluation by the panel may be adjusted as a result of a clarification under this section.

J. Public Records Act
All Proposals and other material submitted become the property of the County and are subject to release according to the California Public Records Act (Government Code § 7920.000). All Proposal information, including cost information, will be held in confidence during the evaluation and negotiation process.

Thereafter, Proposals are subject to becoming a non-exempt public record.

If a Proposer believes that any portion of its Proposal is exempt from public disclosure, it must indicate the specific portions believed to be confidential and not subject to disclosure on Attachment I - Public Records Act Exemptions. The Proposer also must include a brief description that sets out the reasons for exemption from disclosure. Each stated exemption must include a citation to supporting legal authority, including statutory authority or case law, to support exemption from the Public Records Act. Requested exemptions that do not meet the requirements of this section will not be considered.

The County will use reasonable means to ensure that such information is safeguarded but will not be held liable for inadvertent disclosure of the information. Proposals marked “Confidential” in their entirety will not be honored, and the County might not deny public disclosure of any portion of Proposals so marked.

By submitting a Proposal with portions identified in Attachment I as “Confidential,” Proposer represents that it has a good faith belief that such portions are exempt from disclosure under the California Public Records Act. Proposer may be requested to obtain legal protection from disclosure should a Public Records Act request be received. In the event the County does not disclose the information marked “Confidential,” Proposer agrees to reimburse the County for, and to indemnify, defend (with counsel approved by County) and hold harmless the County, its officers, employees, agents, and volunteers from and against any and all claims, damages, losses, liabilities, suits, judgments, fines, penalties, costs and expenses, including without limitation, attorneys’ fees, expenses and court costs of any nature arising from or relating to the County’s non-disclosure of any such designated portions of a Proposal.

K. Employment of Former County Officials
Packet Page. 309
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

Information must be provided in Attachment G regarding former County Administrative Officials (as defined below) who are employed by or represent Proposer. The information provided must include a list of former County Administrative Officials who terminated County employment within the last five years and who are now officers, principals, partners, associates, or members of Proposer and should also include the employment and/or representative capacity and the dates these individuals began employment with or representation of Proposer. For purposes of this section, “County Administrative Official” is defined as a member of the Board of Supervisors or such member’s staff, Chief Executive Officer or member of such officer’s staff, County department or group head, assistant department or group head, or any employee in the Exempt Group, Management Unit or Safety Management Unit.

Failure to provide this information may result in the Proposal being deemed non-responsive.

L. Iran Contracting Act of 2010 (Applicable for all Contracts of one million dollars ($1,000,000) or more) In accordance with Public Contract Code section 2204(a), the Proposer certifies upon submission that the Proposer signing the Proposal is not identified on a list created pursuant to subdivision (b) of Public Contract Code section 2203 (http://www.dgs.ca.gov/pd/Resources/PDLegislation.aspx) as a person (as defined in Public Contract Code section 2202(e)) engaging in investment activities in Iran described in subdivision (a) of Public Contract Code section 2202.5, or as a person described in subdivision (b) of Public Contract Code section 2202.5, as applicable.

Proposers are cautioned that making a false certification may subject the Proposer to civil penalties, termination of an existing contract, and ineligibility to bid on a contract for a period of three (3) years in accordance with Public Contract Code section 2205. Proposer agrees that signing the Proposal shall constitute signature of this Certification.

M. Disclosure of Criminal and Civil Proceedings
The County reserves the right to request the information described herein from the Proposer selected for Contract award. Failure to provide the information may result in a disqualification from the selection process and no award of Contract to the Proposer. The County also reserves the right to obtain the requested information by way of a background check performed by an investigative firm. The selected Proposer may also be asked to provide information to clarify initial responses. Negative information provided or discovered may result in disqualification from the selection process and no award of Contract.

The selected Proposer may be asked whether the firm, or any of its partners, principals, members, associates or key employees (as that term is defined herein), within the last ten years, has been indicted on or had charges brought against it or them (if still pending) or convicted of any crime or offense arising directly or indirectly from the conduct of the firm’s business, or whether the firm, or any of it partners, principals, members, associates or key employees, has within the last ten years, been indicted on or had charges brought against it or them (if still pending) or convicted of any crime or offense involving financial misconduct or fraud. If the response is affirmative, the Proposer will be asked to describe any such indictments or charges (and the status thereof), convictions and the surrounding circumstances in detail.

In addition, the selected Proposer may also be asked to disclose whether the firm, or any of its partners, principals, members, associates, or key employees, within the last ten years, has been the subject of legal proceedings as defined herein arising directly from the provision of services by the firm or those individuals. “Legal proceedings” means any civil actions filed in a court of competent jurisdiction, or any matters filed by an administrative or regulatory body with jurisdiction over the firm or the individuals. If the response is affirmative, the Proposer will be asked to describe any such legal proceedings (and the status and disposition thereof) and the surrounding circumstances in detail.

For purposes of this provision “key employees” includes any individuals providing direct service to the County. “Key employees” do not include clerical personnel providing service at the firm’s offices or locations.

Packet Page. 310
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

N. Debarment and Suspension; California Secretary of State Business Entity Registration.

Proposer certifies in Attachment D that neither it nor its principals or subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (See Attachment D and the following United States General Services Administration’s System for Award Management website https://www.sam.gov). Proposer also certifies in Attachment D that if it or any of the subcontractors listed in the Proposal are business entities that must be registered with the California Secretary of State, they are registered and in good standing with the Secretary of State.

O. Unsatisfactory Performance
Proposer affirms that it has no record of unsatisfactory performance with the County in the twenty-four (24) month period immediately preceding the date of issuance of this RFP.

P. Final Authority
The final authority to award a Contract(s) as a result of this RFP rests solely with the County Board of Supervisors, or as delegated by the Board of Supervisors.

Q. Reserved.

R. Contingencies
Funding for this program is contingent on State funding. This RFP does not commit the County to award a contract. Cost, while not necessarily the primary factor used in the selection process, is a major consideration. The County will award a contract based on the proposal that best meets the needs of the County and the requirements of this RFP.

The County reserves the right to accept or reject any or all proposals if the County determines it is in the best interest of the County to do so. The County will notify all Proposers, in writing, if the County rejects all proposals.

S. Proposal Submission
To be considered, all proposals must be submitted in the manner set forth in this RFP. It is the Proposer’s responsibility to ensure that its proposal arrives on or before the specified time. All proposals and materials submitted become the property of the County.

T. Inaccuracies or Misrepresentations
If in the course of the RFP process or in the administration of a resulting contract, the County determines that the Proposer has made a material misstatement or misrepresentation or that materially inaccurate information has been provided to the County, the Proposer may be terminated from the RFP process or in the event a contract has been awarded, the Contract may be immediately terminated.

In the event of a termination under this provision, the County is entitled to pursue any available legal remedies.

U. Negotiations
The County may require the potential Contractor(s) selected to participate in negotiations, and to submit revisions to pricing, technical information, and/or other items from their proposal(s) as may result from these negotiations.

V. Level of Service
For any contract awarded as a result of the RFP, no minimum or maximum number of services can be guaranteed by the County.

W. Pre-Award Site Visits
Packet Page. 311
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

Site visits may be conducted to verify information submitted in the RFP and to determine if the proposed facilities are appropriate for the proposed services to be provided.

X. Executive Order N-6-22 – Russia Sanctions
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine (https://home.treasury.gov/policy-issues/financial-sanctions/sanctions-programs-and-countryinformation/ukraine-russia-related-sanctions), as well as any sanctions imposed under state law (https://www.dgs.ca.gov/OLS/Ukraine-Russia). By submitting a bid or proposal, Proposer represents that it is not a target of Economic Sanctions. Should it be determined Proposer is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for rejection of the Proposer’s bid/proposal any time prior to contract execution, or, if determined after contract execution, shall be grounds for termination by the County.

Y. Campaign Contribution Disclosure (SB 1439)
Proposer has disclosed to the County through completion of Attachment M – Campaign Contribution Disclosure (SB 1439), whether it has made any campaign contributions of more than $250 to any member of the Board of Supervisors after January 1, 2023. Proposer acknowledges that under Government Code section 84308, subdivision (e)(2), Proposer may not make a contribution of more than $250 to any member of the Board of Supervisors while award of a contract pursuant to this Request for Proposal is pending, and for 12 months after a final decision is rendered by the County.

Campaign contributions include those made by any agent/person/entity on behalf of the Proposer or by a parent, subsidiary, or otherwise related business entity of Proposer.

V. SCOPE OF WORK
A. BACKGROUND INFORMATION
San Bernardino County (County), California is the largest geographical county in the continental United States, encompassing over 20,000 square miles. It borders Los Angeles, Riverside, Orange, Inyo, and Kern Counties and the States of Arizona and Nevada. Because of the enormous size, diversity of population, and geography, the County presents some special challenges when planning for services.

More than two million citizens reside in urban, suburban, and rural communities within the County’s valley, mountain, and desert regions.

DAAS-PG, under the umbrella of HS, offers a wide variety of programs designed to help seniors and adults living with disabilities. Services and programs include Age-wise, In-Home Supportive Services, Senior Information and Assistance, Multi-purpose Senior Services Program, Senior Community Service Employment Program, Senior Nutrition Program, Family Caregiver Support Program, Health Insurance Counseling and Advocacy Program, Legal Services, Prevention and Early Intervention, Long-Term Care Ombudsman Program, Adult Protective Services, and the Office of the Public Guardian.

DAAS has operated Senior Nutrition programs in the County for forty (40) years. The programs provide nourishing meals, nutrition education, and companionship to older individuals and their spouses. The services offered are intended to reduce hunger, food insecurity, malnutrition and promote socialization.

Together, these services promote older adults' ability to maintain the highest possible levels of health, function, participation, and dignity in the community.

B. PROGRAM DESCRIPTION
With the increasing population of Californians over the age of sixty (60), reinvestment into Older Californians Act programs is essential. Therefore, through one (1) time funding from California Department of Aging (CDA), the Modernization of Older Californians Act (MOCA) seeks to modernize, Packet Page. 312
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

advance, and expand various established Older Americans Act (OAA) Title IIIC Senior Nutrition Programs and introduce additional innovative Community Based Service Programs (CBSP) that address the evolving needs of older adults, where there are opportunities for continued sustainability beyond the one (1) time funding.

There are five (5) program options under this program. You may bid on one (1) or multiple programs.

1. Brown Bag Program – A program that provides both surplus, and donated edible fruits, vegetables, and other unsold food products to eligible older individuals aged sixty (60) and over. Eligible participants are individuals sixty (60 years of age or older with an income at or below 185% of the Federal Poverty Level.
a) Contractor Service Requirements
The Contractor shall:
(1) Use funds to provide both surplus and donated edible fruits, vegetables, and other unsold food products to low-income older adults on a regular basis. (2) Comply with the California Retail Food Code (CRFC). (3) Comply with the Older Californians Nutrition Program Menu Guidance nutrition requirements of meals.
(4) Obtain surplus food products for distribution in two (2) ways:
(a) Food gleaned (extracted/gathered) by volunteers and/or (b) Food donated by farmers, growers, food manufacturers, retail food stores, etc. (5) Utilize volunteers and/or staff to glean, collect, sort, transport, and deliver food. (6) Operate at least one (1) Brown Bag food distribution site and establish a schedule to maintain distribution of food on a regular basis.
(7) Utilize an enrollment application to enroll new Brown Bag program participants. (8) Have procedures to protect the confidentiality and privacy of client information. (9) Surplus produce may be bruised, too ripe, etc. and is not considered of resale quality, yet is still safe for consumption. Surplus processed foods may result from manufacturer over runs, excess inventories, or items close to “best by” date or expiration date. (10) Provide a variety of produce and other food products with nutritional value to supplement the diets of older individuals. Such foods include:
(a) Fresh or frozen fruits and vegetables
(b) Breads, cereals, rice, beans, and pasta products
(c) Processed foods such as frozen entrees, and canned mixed dishes (11) The frequent distribution of dessert type items such as pastries, cookies, and cakes should be avoided.
(12) Contractor shall not solicit voluntary contributions because services are provided to individuals at or below 185% of the Federal Poverty Level. (13) Contractor shall not charge fees for the distribution or receipt of the food, regardless of delivery method.
b) Contractor Reporting Requirements
The Contractor shall:

Packet Page. 313
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

(1) Report the following information monthly as “Brown Bag” in Brown Bag Data Reporting Tool (BBDRT).
(a) Service units (one service unit is one (1) bag of groceries provided to eligible individual).
(b) Estimated unduplicated client count.

2. Groceries – A program that provides assistance to Older American Act (OAA) participants aged sixty (60) and over in the form of food items.
(Notes: 1-Current Older Americans Act (OAA) service providers may bid on this program. 2-New Providers who bid on this program must also bid on the C1/C2 program in this RFP.) a) Contractor Service Requirements
The Contractor shall:
(1) Use funds to provide groceries to OAA participants. Potential scenarios include:
(a) Clients living in a rural area with limited access to grocery stores. (b) During emergencies when meals may not be available or clients unable to obtain other food.
(c) Clients with dietary restrictions that prevent them from consuming majority of OCNP meals.
(d) Provide liquid nutrition supplements (e.g., Ensure, Boost, etc.) to clients at high risk for malnutrition as determined by physician or Registered Dietitian. (2) Provide groceries that may be delivered to participants or picked up by participants at a designated site, such as a congregate meal site.
(3) Evaluate the availability of similar services in the community to avoid duplication of services.

Similar services include but are not limited to food bank services, Brown Bag program, and Commodity Supplemental Food Program.
(4) Evaluate clients prior to grocery services for:
(a) Ability to store and prepare meals from groceries provided. (b) Use of other federal food assistance programs to ensure there is not duplication of services.
(5) Provide groceries consisting of food items only. There are no requirements for the amount or types of food offered as groceries. Groceries should be appropriate for the older adult population, such as produce, whole grains products, low fat dairy products, lean proteins, and lower sodium products.
(6) The Contractor shall not use gift cards for groceries. b) Contractor Reporting Requirements
The Contractor shall:
(1) Report the following information monthly as “Material Aid Groceries” in Groceries Data Reporting Tool (GDRT).
(a) Service units (one (1) service unit is one (1) grocery delivery, regardless of the number of bags delivered).
(b) Estimated unduplicated client count.

Packet Page. 314
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

(2) Groceries and liquid nutrition supplements (e.g., Ensure, Boost, etc.) cannot be counted toward title IIIC meal counts or NSIP meal counts.

3. Intergenerational Activities – A program that plans, develops, and implements activities and programs that bring participants of the Older Californians Nutrition Program (OCNP) together with children or adults. Mutually beneficial intergenerational activities promote greater understanding and respect between generations and strengthen older adults’ recovery and resilience from the isolation and health impacts from the COVID-19 pandemic.
(Notes: 1-Current OCNP provider bids must use funds for more meals and/or IG activities. 2-Current IIIB or IIIE providers may bid to provide IG activities and invite OCNP participants to the Intergenerational activities. OCNP provider list can be provided for outreach for activities to reach the needed population.)
a) Contractor Service Requirements
The Contractor shall:
(1) Provide meals in accordance with the OAA and California Code of Regulations (CCR).Use funds to provide groceries to OAA participants. Potential scenarios include:
(2) Promote and maintain high standards of food safety and sanitation as required by the California Retail Food Code.
(3) Conduct services and activities that support the goal to provide more meals to more older adults and/or the goal to pursue and conduct intergenerational activities for the purpose of connecting older adults with children/adults in conjunction with the OCNP. Examples of intergenerational activities include, but are not limited, the following:
(a) Development or maintenance of partnerships and collaborative efforts with programs serving children to foster intergenerational connections between older adults and children.
(b) Planning, development, or implementation of shared sites with programs serving meals to children to promote intergenerational meal programs. (c) Planning, development, or implementation of intergenerational cooking demonstrations or classes.
(d) Planning, development, or implementation of shared garden site and intergenerational gardening activities.
(e) Virtual or in-person intergenerational social activities related to the C-1 or C-2 program. (f) Virtual or in-person adult lunch companion for C-2 participants (4) Use funding to provide meals for participants and activities that support intergenerational connections, however, funding may not supplant funds that would otherwise be available for other nutrition programs. Provide groceries consisting of food items only. There are no requirements for the amount or types of food offered as groceries. Groceries should be appropriate for the older adult population, such as produce, whole grains products, low fat dairy products, lean proteins, and lower sodium products. b) Contractor Reporting Requirements
The Contractor shall:
(1) Report the following information monthly in Intergenerational Activities Data Reporting Tool (IGDRT).
(a) Service units (meals) and unduplicated client count for OCNP clients. (b) Unduplicated client count.

Packet Page. 315
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

(c) The service units (intergenerational activities) and estimated unduplicated client count for OCNP clients.
(d) The service units (intergenerational activities) and estimated participant count for participants under age sixty (60).
(e) A monthly narrative report describing intergenerational activities, demographics of participants of intergenerational activities, and successes and challenges, collaboration efforts, any capacity building strategies, and success stories that were a result of this program.

4. Nutrition Infrastructure – A program for capacity and infrastructure improvements for the OCNP including purchasing, upgrading, or refurbishing infrastructure for the production and distribution of OCNP meals.
(Notes: 1-Current OAA service providers may bid on this program. 2-New providers interested in Nutrition Infrastructure program must also bid on the C1/C2 program in this RFP. 3-Infrastructure funds must be spent by 03/31/2026.)
a) Contractor Service Requirements
The Contractor shall:
(1) Use funds for nutrition infrastructure during the term of July 1, 2024 – March 31, 2026 only.
(2) Use funds for nutrition infrastructure only for OCNP service providers. (3) Use funds for capacity and infrastructure improvements for the OCNP including purchasing, upgrading, or refurbishing infrastructure for the production and distribution of OCNP congregate or home-delivered meals, including but not limited to:
(a) Production scale commercial kitchens. Examples include commercial grade equipment such as ovens, stoves, steamers, and mixers.
(b) Warming, refrigeration, or freezer capacity and equipment. Examples include refrigerators and freezers, hot holding equipment, insulated food delivery bags, and steam tables.
(c) Food delivery vehicles. Examples include cars/trucks/vans, and temperaturecontrolled vehicles. (d) Improvements and equipment to expand capacity for providers of meals. Examples include:
(i) Food/meal packing equipment, dishwashers, three (3) compartment sinks, prep tables, steam tables, and salad bars.
(ii) Refurbishments including repair or replacement of damaged and/or deteriorated flooring and/or repair of damaged wall surfaces in areas where food is prepared, packaged, stored, served, or areas where kitchenware are washed and stored.

Examples include installing new floor coverings or painting kitchen walls. (iii) Energy efficient light fixtures in kitchen or congregate meal service areas. (iv) Installation costs (labor/materials) for allowable improvements and equipment. (v) Furniture, including table and chairs, for congregate meal service areas. (e) Technological infrastructure to support the OCNP. Examples include:

Packet Page. 316
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

(i) Software. Examples include software for menu planning, meal tracking, surveying clients, C-2 initial/annual assessments and quarterly eligibility reassessments, and monitoring client health outcomes.
(ii) Hardware. Examples include tablets to support C-2 staff for home assessments or to support C-1 staff for the virtual group interaction component for C-1 To-Go meals; mobile phones to support C-2 drivers for meal delivery. Other examples include computing devices, workstations, servers, laptops, and notebook computers.
(4) Not use funding to make additions, improvements, modifications, replacements, rearrangements, reinstallations, renovations, or alterations to capital assets that materially increase their value or useful life. This includes any equipment that is permanently affixed to a building such as non-portable generators, walk-in refrigerators, and walk-in freezers. (5) The Contractor shall submit the following information to the County prior to purchasing:
(a) A list of all planned equipment expenditures, including the item, cost, and the entity and the site receiving funding.
(b) Completion of Equipment Request form for all planned capital expenditures that are not included on the Title IIIC Capital Expenditure Approved List, including all vehicles and technological or data system infrastructure expenses. (c) For all planned repairs or replacement of damaged and/or deteriorated flooring and/or repair of damaged wall surfaces, include a description of the project, the entity and site, estimated costs, and verification that flooring and/or painting is not covered under a building lease.
(d) The Contractor shall track equipment purchased by the AAAs and their subcontractors on the CDA 9024 form.
b) Contractor Reporting Requirements
The Contractor shall:
(1) Track equipment purchased on the CDA 9024 form.

5. Title III C-1 and C-2 Meals (Includes To-Go and Restaurant Options Meals) – A program to modernize and/or expand the OCNP and appeal to new clients through options including, but not limited to: To-Go Meals and Restaurant Option Meals.
(Notes: 1-Current OCNP providers may bid on To-Go and Restaurant option meals. 2- New providers may also bid on this program.)
a) Contractor General Service Requirements for Title III C-1 and III C-2 The Contractor shall:
(1) Provide meals in accordance with the OAA, California Code of Regulations (CCR), and Older Californians Nutrition Program Menu Guidance.
(2) Provide meals that follow the current Dietary Guidelines for Americans (DGA) and provide one-third of the Dietary Reference Intakes (ORI) in each meal as documented in Older Californians Nutrition Program.
(3) Meet food safety and sanitation standards as required by the California Retail Food Code.
(4) Quarterly monitor food facilities for safe food handling and sanitation practices. b) Contractor Service Requirements for Title Ill C-1 To-Go Meals:

Packet Page. 317
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

The Contractor shall meet the following criteria for Title Ill C-1 To-Go Meals:
(1) For C-1 To-Go meals that are consumed onsite:
(a) At least a portion of the meal is consumed in a congregate setting. Congregate settings include indoors (restaurants, grocery stores, etc.) or outdoors (parks, picnics, food trucks, festivals, events, tailgate parties, etc.).
(2) For C-1 To-Go meals that are consumed offsite:
(a) Meal is picked up by the client (or representative) or delivered to the client. (b) In-person or virtual interaction is included with the meal. Examples include:
(i) In-person group dining at a congregate site such as a restaurant, park, food truck, etc.
(ii) In-person, one-on-one interaction during the meal with program volunteer. (iii) Virtual group interaction scheduled by the nutrition provider such as nutrition education, virtual museum or travel tours, or group chat on virtual platforms such as GoogleMeet, Zoom, FaceTime, or similar applications that offer live interaction with participants.
(iv) Virtual one-on-one interaction during the meal arranged by the nutrition provider via telephone or virtual platform (Zoom, FaceTime, etc.). (c) The sign-in procedure includes confirmation that the client intends to participate in the virtual group interaction. The meal is considered a C-1 meal if the client confirms their intent to join the virtual activity. The meal is considered a C-2 meal if the client does not confirm their intent to join the virtual activity.
(d) The service provider is not responsible for tracking confirmation of planned attendance or verifying the client attends the virtual activity.
c) Contractor Service Requirements for Title Ill C-2 To-Go Meals:

The Contractor shall meet the following criteria for Title Ill C-2 To-Go Meals:
(1) Meal is picked up by client (or client’s agent) or delivered by the provider to the client. (2) Meal is consumed off-site (i.e., not in a congregate setting). (3) Participation in in-person or virtual interaction with the meal is declined or is not available. (4) Complete initial assessments for all new C-2 clients within two (2) weeks of the start of service. (a) The CCR 7638.3(a)(2) requirement for initial assessments to be conducted "in the home" does not apply if meals are picked up rather than home-delivered; assessments may be completed in- person at time of meal pick-up or via telephone. If meals are homedelivered by the provider, the initial assessment must be conducted in the home. (5) Complete quarterly eligibility reassessments for all C-2 clients. (a) The CCR 7638.3(a)(4) requirement for quarterly eligibility reassessments to be conducted "in the home" every other quarter does not apply if meals are picked up rather than home-delivered by the provider and may be done in-person at the time of meal pick up or by phone. If meals are home-delivered, the quarterly eligibility reassessments must be conducted in the home every other quarter.
(6) Establish a wait list and a prioritization policy as per CCR 7638.3(c) if unable to serve all eligible individuals.
d) Contractor Service Requirements for Restaurant Option Meals:

Packet Page. 318
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

The Contractor shall:
(1) Provide meal services through either model:
(a) Designated mealtime; program staff or volunteer present. (b) Unrestricted mealtime; program staff/volunteer not present. (2) Provide eligible clients with vouchers (paper or electronic) to be exchanged for meals at designated restaurants.
(3) Provide clients with the opportunity to voluntarily contribute toward the cost of the service either on-site if program staff/volunteer is present or by mailing a monthly/quarterly voluntary contribution letter to clients if program staff/volunteer is not present during mealtime. e) Contractor Reporting Requirements:

The Contractor shall:
(1) Report the following information monthly in Nutrition Modernization Data Reporting Tool (DRT):
(a) Title III C-1: To-Go and Restaurant Option meals that include in-person or virtual interaction with the meal:
(i) Report as C-1 meals, and
(ii) Unduplicated C-1 clients.
(b) Title III C-1: Restaurant Option meals that include in-person or virtual interaction with the meal:
(i) Report vouchers issued.
(c) Title III C-2: To-Go meals that are consumed offsite without in-person or virtual interaction with the meal:
(i) Report as C-2 meals, and
(ii) Unduplicated C-2 clients.

C. PROGRAM SERVICE AREAS
The following table defines the Regional Service Areas (RSA) for all program options in this in this RFP.

You may provide services to one or multiple RSAs.

North Desert
Adelanto, Apple Valley, Argus, Baker, Baldy Mesa, Cima, Edwards Air Force Base, El Mirage, Fort Irwin, Helendale, Hesperia, Hinkley, Ivanpah, Kelso, Kramer, Lucerne Valley, Oak Hills, Oro Grande, Phelan, Pinon Hills, Red Mountain, Silver Lakes, Spring Valley Lake, Summit Valley, Trona, Victorville, Wheaton Springs, Wrightwood, and surrounding areas.

East Desert
Amboy, Bagdad, Barstow, Big River, Cadiz, Calico, Copper Mountain Mesa, Desert Heights, Earp, Goffs, Johnson Valley, Joshua Tree, Landers, Lenwood, Ludlow, Morongo Valley, Needles, Nipton, Newberry Springs, Parker Dam, Pioneer Town, Saltus, Twenty-nine Palms, Vidal, Wonder Valley, Yermo, Yucca Valley, and surrounding areas.

Mountain
Angelus Oaks, Arrowbear, Mt. Baldy, Baldwin Lake, Barton Flats, Big Bear City, Big Bear Lake, Big Bear Valley, Blue Jay, Boulder Bay, Cedar Glen, Cedarpines Park, Crestline, Deer Lodge Park, Enchanted Forest, Erwin Lake, Fawnskin, Forest Falls, Fredalba, Green Valley, Green Valley Lake, Lake Arrowhead, Lytle Creek, Moonridge, Mountain Home Village, Oak Glen, Rim Forest, Running Springs, San Antonio Heights, Seven Oaks, Sky Forest, Sugar Loaf, Twin Peaks, Valley of Enchantment, and surrounding areas.

Valley
Arrowhead Farms, Bloomington, Bryn Mawr, Chino, Chino Hills, Colton, Crafton, Del Rosa, Devore, East Highland, Fontana, Glen Helen, Grand Terrace, Highland, Little 3rd, Loma Linda, Mentone, Muscoy, Packet Page. 319
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

Montclair, Ontario, Patton, Rancho Cucamonga, Redlands, Reche Canyon, Rialto, Rosena Ranch, San Bernardino, Upland, West Cajon Valley, Yucaipa, and surrounding areas.

D. RESERVED.

E. RESERVED.

VI. PROPOSAL SUBMISSION
A. General

1. All interested and qualified Proposers are invited to submit a Proposal for consideration. Submission of a Proposal indicates that the Proposer has read and understands the entire RFP, including all appendixes, attachments, exhibits, schedules, and addenda (as applicable) and that all concerns regarding the RFP have been resolved.

2. Proposals must be received by the designated date and time. All Proposers must register with the ePro system prior to the date and time to receive the proposal or they will be disqualified.

Late or incomplete proposals will not be accepted. Electronic response must be submitted through the San Bernardino County Electronic Procurement Network (ePro) https://epro.sbcounty.gov/bso/view/login/login.xhtml. System-related issues in ePro shall be directed to the Purchasing Department at (909) 387-2060. For procurement questions involving ePro, please contact the RFP Contact identified in Section I, Paragraph B – RFP Contact.

3. The Proposer acknowledges that its electronic signature is legally binding. Submittals in ePro will be opened from the system’s encrypted lock box after the deadline and evaluated as stated in this RFP.

4. Paper (hard copy) responses may be submitted in addition to electronic submission, by mail or in person to the RFP Contact and will be time/date stamped when received. Proposals can be withdrawn at any time prior to the scheduled Deadline for Proposals.

Hand carried Proposals may be delivered to the RFP Contact between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday, excluding holidays observed by the County. Proposers are responsible for informing any commercial delivery service, if used, of all delivery requirements, and for ensuring that the address information appears on the outer wrapper or envelope used by such service.

5. Proposals must be submitted in the format described below. Proposals are to be prepared in such a way as to provide a straightforward, concise description of capabilities to satisfy the requirements of this RFP. Expensive bindings, colored displays, promotional materials, etc., are not necessary or desired. Emphasis should be concentrated on conformance to the RFP instructions, responsiveness to the RFP requirements, and on completeness and clarity of content.

6. Proposals must be complete in all aspects as required in this Section. A Proposal may not be considered if it is conditional or incomplete.

7. Proposals must be received at the designated location, specified in Section I, Paragraph B – RFP Contact, no later than the date and time specified in Section I, Paragraph J – Proposal Submission Deadline.

8. All Proposals and materials submitted become the property of the County.

B. Proposal Format
Responses to this RFP must be in the form of a proposal package, which must be submitted in the following format:

1. Presentation
Packet Page. 320
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

Submit all hard copies of the Proposal on 8 ½ x 11 paper recycled paper with double-sided printing, unless specifically shown to be impractical, with no less than ½” top, bottom, left, and right margins.

Proposals must be typed or prepared with word processing equipment and double-spaced. Typeface must be no more than twelve (12) characters per inch. Each page, including attachments, must be clearly and consecutively numbered at the bottom center or right margin of the page.

Hard copy submissions require one (1) original, which may be bound.

The Proposal package containing the original and copies must be sealed and marked with the Proposer’s name and “CONFIDENTIAL – Modernizing Older Californians Act-Nutrition Services, RFP HS# 23-16.”
Proposals must also be submitted electronically through ePro under ePro Bid# DAAS124-OAAGI5267 no later than the submission deadline.

2. Cover Page
Use Attachment A as the cover page.

This form must be fully completed and signed by an authorized officer of the Proposer.

3. Table of Contents
All pages of the Proposal, including the enclosures, must be clearly and consecutively numbered and correspond to the Table of Contents.

4. Statement of Certification
Include the following on Attachment B:
a. A statement that the offer made in the Proposal is firm and binding for nine (9) months from the Deadline for Proposals.
b. A statement that all aspects of the Proposal, including cost, have been determined independently, without consultation with any other Proposer (competitor) for the purpose of restricting competition.
c. A statement that all declarations in the Proposal and attachments are true and that this shall constitute a warranty, the falsity of which will entitle the County to pursue any remedy by law. d. A statement that the Proposer agrees that all aspects of the RFP and the Proposal submitted shall be binding if the Proposal is selected and a Contract awarded. e. A statement that the Proposer agrees to provide the County with any other information the County determines is necessary for an accurate determination of the Proposer’s ability to perform the Services as proposed.
f. A statement that the Proposer, if selected will comply with all applicable rules, laws and regulations.
g. A statement that the Proposer has reviewed the RFP and General Contract Terms in their entirety and have no exceptions to any requirements, terms or conditions, except as noted in Attachment H.
h. Reserved.

5. Statement of Experience and Qualifications
Include the following in this section of the Proposal:
a. Business name of the Proposer and type of legal entity such as corporation, partnership, etc. If Proposer is a business entity that must be registered with the California Secretary of State, Proposer shall provide the County the entity number assigned to it by the Secretary of State. b. Number of years the Proposer has been in business under the present business name, as well as related prior business names.
c. Statement that the Proposer has a demonstrated capacity to perform the required Services.

Packet Page. 321
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

d. Statement that the Proposer has an organization that is adequately staffed and trained to perform the required services or demonstrate the capacity for recruiting such staff. e. Description of experience of principal individuals of the Proposer’s present organization in areas of financial and management responsibility, including names of principal individuals’ current position or office and their years of service experience, including capacity, magnitude, and type of work.
f. With respect to contracts currently in effect, completed, or terminated prior to the original expiration date within the last three (3) years, which involve similar type projects, show for each such contract:
1) Date of termination or completion and duration of each contract. 2) Type of service.
3) Total dollar amount contracted for and amount received. 4) Location of area served.
5) Name and address of agency with which contracted and agency person administering the contract.
6) Reason for termination.
7) If none, so state.
g. Identifying controlling interest in any other firms providing equivalent or similar services. If none, so state.
h. Identifying financial interest in other lines of business. If none, so state. i. Disclose pending litigation, involving Proposer and any officers, employees, and/or consultants thereof, in connection with contracts. If none, so state. j. Disclose convictions or adverse court rulings involving fraud and/or related acts of all officers, consultants, and employees. If none, so state.
k. Statement that the Proposer does not have any commitments or potential commitments that may impact the Proposer’s assets, lines or credit, guarantor letters, or ability to perform the Contract, if awarded.

6. Licenses, Permits, and/or Certifications
Provide copies of all licenses, permits and/or certifications in Attachment C as required under Section X. TERMS AND CONDITIONS Paragraph A, 22. Please provide all licenses and permits required, as stated in the California Retail Food Code:
https://www.cdph.ca.gov/Programs/CEH/DFDCS/Pages/FDBHSCodes.aspx

7. Financials
Provide Proposer’s Annual Report for the previous two years. Proposer must also include the three (3) most recent and complete annual independently audited financial statements; the most recent shall be for a fiscal period not more than eighteen (18) months old at the time of submission. The financial statements shall be prepared by an independent, certified public accountant. If the audit is of a parent firm, the parent firm shall be party to the Contract. Individuals who are personally performing the contracted services and for-profit entities shall provide unaudited financial statements in lieu of audited financial statements. If audited financial statements are not available, please provide un-audited financial statements along with a certification from the Proposer’s accountant that the information accurately reflects the Proposer’s current financial status. If the Proposer is a sole proprietorship, please provide Schedule C of the Internal Revenue Service forms as well as a certification from the owner and the accountant that the information accurately reflects the Proposer’s current financial status. Governmental agencies are exempt from this requirement.

An unaudited financial statement may be submitted to cover the period from the last audited statement to present, ending no more than 120 days prior to the date of submission of this proposal.

Although it is in the best interest of the Proposer to submit audited financial statements, a compilation of financial statements will be accepted. Compilations must follow same provisions as audited financial statements stated in this RFP.

Packet Page. 322
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

Submit an agreement to the right of the County, state and federal governments to audit the Proposer’s financial and other records.

8. Project Team Organization Chart
Provide an organization chart illustrating the project team, and clearly show the organization of the team and the hierarchy of the members. It must include:
a. Organizational framework for the proposed project team. b. Company name and staff name for each role identified in the chart. c. Resumes of key personnel, including qualifications, education, and project experience

9. Proposal Description
The Proposal should include the following:
a. A brief synopsis of the Proposer’s understanding of the County’s needs and how the Proposer plans to meet them. This should provide a broad understanding of Proposer’s entire Proposal. b. A narrative description of proposed plan to achieve project goal, objectives, and requirements. c. A detailed statement of the proposed Services.
d. A detailed plan or activities.
e. An explanation of how the Proposer will meet any Program Considerations as required. f. An explanation of how the Proposer’s plan will be sustainable beyond one-time funding. g. Milestones and deliverable charts, as applicable.
h. An explanation of any assumptions or constraints.

10. Work Plan and Schedule
Include the following:
a. Summary of management/work plan for this Project.
b. Project schedule

11. Certification Regarding Debarment or Suspension
Complete Attachment D

12. Cost
Complete proposed pricing on Attachment E.

13. References
Provide three (3) references from other entities, preferably public agencies, of same or similar size as the County, with whom you have established a contract on a project of this nature. Provide Contact Name, Address, Phone Number, and dates Services were provided on Attachment F.

14. Former County Officials
Complete Attachment G.

15. Exceptions to RFP
Complete Attachment H.

16. Public Records Act Exemptions
Complete Attachment I – Public Records Act Exemptions if applicable.

17. Indemnification and Insurance Requirements Affidavit Submit evidence of ability to insure as stated in Section X, Paragraph B – Indemnification and Insurance Requirements. Proposer must complete and submit Attachment J – Indemnification and Insurance Requirements Affidavit, and ensure the form is complete, including the signature from Proposer’s insurance broker/agent.

Packet Page. 323
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

18. Local Vendor Preference Self-Certification
Complete Attachment L – Local Vendor Preference Self-Certification, if applicable.

19. Subcontractor Information
If the Proposer plans to subcontract any portion of the Service delivery described in the RFP, include a written justification for subcontracting. Attach a statement from each subcontractor, signed by a duly authorized officer, employee, or agency of the subcontractor, that includes the name and address of the subcontractor, type of work to be performed, and percentage of the total work of the Proposal.

Statement must also include that the subcontractor will perform all work as indicated and will comply with all items as described herein. This information will be to determine the potential responsibility of the Proposer.

Any subcontract entered into by the Contractor shall be subject to the applicable requirements of California Department of Social Services Manual of Policies and Procedures Division 23, Section 604, and the Contractor shall be responsible for the performance of the subcontractor.

20. Complaint and Grievance Procedure
A statement that the Proposer will ensure that any complaints made by service recipients will be referred to the County in accordance with the County’s procedure as defined in Exhibit A or provide a copy of the Proposer’s Complaint and Grievance Procedure.

21. Privacy and Security
A statement that the Contractor will ensure all staff, volunteers, and/or Subcontractors performing Services will comply with the Privacy and Security requirements Section X. Terms and Conditions Paragraph A.9.

22. Campaign Contribution Disclosure (SB 1439)
Complete Attachment M – Campaign Contribution Disclosure (SB 1439).

VII. EVALUATION
Proposals will be subject to an Initial Review to confirm responsiveness, by determining whether each Proposal includes the stipulated content, required certifications or licensing, etc., and is presented in the required format, in order for the Proposal to advance for evaluation. Any reasonable person reviewing for responsiveness must be able to ascertain that the Proposal meets these requirements.

No Proposal shall be rejected if it contains a minor irregularity, defect, or variation. If the irregularity, defect, or variation is considered by the County to be immaterial or inconsequential, the County may choose to accept the Proposal.

In such cases the Proposer will be notified of the deficiency in the Proposal and given an opportunity to correct the irregularity, defect or variation or the County may elect to waive the deficiency and accept the Proposal. The decision to provide a waiver shall in no way modify or compromise the overall purpose of the submittal, nor excuse the Proposer from compliance with all requirements if awarded a Contract.

The evaluation process includes the following categories and may include additional specific criteria.

Likewise, the listed considerations are possible considerations, and may not be the only factors involved in the evaluation. Proposals meeting the above requirements will be evaluated on the basis of the following criteria.

A. QUALIFICATIONS AND EXPERIENCE
Weight: 30%
Packet Page. 324
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

Considerations: Proposer background and reputation, qualifications of the project team, experience with similar services and entities, demonstrated capacity to perform the required service, ability to follow OAA and CCR guidelines.

B. FINANCIAL REVIEW
Weight: 5%
Considerations: Applies when financial stability and responsibility is deemed pertinent to the intended contract award, at the sole discretion of the County. Statements and/or tax information is evaluated by qualified individuals, most often at the Auditor-Controller’s Office.

C. TECHNICAL REVIEW
Weight: 30%
Considerations: Understanding of the County’s needs, detailed statement of proposed services, adequacy of program/work plan, adequacy of facilities and resources, possession of required permits and certifications, proposal meets specifications in RFP.

D. COST/REVENUE
Weight: 30%
Considerations: Cost effectiveness of Proposer’s services.

E. REFERENCES
Weight: 5%
Considerations: Satisfactory performance of similar work, demonstrated knowledge and expertise, work product, quality of interactions, capability of assigned team members, likelihood of continued use, etc.

While cost is a major consideration in the evaluation process, selection will be based on the determination of which Proposal will best meet the needs of the County and the requirements of the RFP.

The County may, at its sole discretion, create a shortlist of Proposals for further evaluation; require an oral interview, presentation, or demonstration; and utilize outside experts to assist in the evaluation process; and/or issue a request for Best and Final Offer (BAFO) from one or more Proposers.

The County will establish an evaluation panel with responsibility for reviewing all Proposals and conducting the evaluation. A Facilitator will manage the integrity of the evaluation process and will not be a voting member of the evaluation panel. An initial meeting will be scheduled and held with the evaluation panel members, wherein the Facilitator will distribute all relevant documents to the evaluators including the RFP, evaluation worksheets for each Proposal, and written evaluation instructions.

After the initial meeting, evaluators will independently review and score the Proposals. The evaluation panel will then convene again to discuss the individual scores to resolve questions and to discuss the basis for individual scores, but not for the evaluators to agree upon scoring. At the end of this discussion, each evaluator will be given an option to revise his/her scores.

Evaluators will make independent determinations for scores, including review and understanding of any additional information obtained by the group discussion. In the event a score is revised, the evaluator will strike out the original score, document the new score, and provide comments to support the revision.

If clarifying information is needed at any point, the Facilitator will contact Proposer(s) to obtain the necessary information. The Facilitator will then provide the information to the evaluation panel electronically or verbally, as appropriate.

If the evaluation process includes components such as oral interviews, product demonstration, and/or site visits, the Facilitator will coordinate those with evaluators. Individual scoring and any subsequent evaluation panel meetings with respect to such components must be conducted.

Packet Page. 325
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

Once all ratings are finalized and documented, the Facilitator will collect individual evaluation worksheets to create a final evaluation scoring worksheet.

VIII. NEGOTIATIONS AND NOTICE OF INTENT TO AWARD
The County may require the potential Proposer(s) selected to participate in negotiations. This may include cost, technical, or other clarifications needed to make a decision.

A. Contract Negotiation
After selection, negotiations may be conducted with the Proposer(s) of the highest-ranked Proposal(s).

Negotiations, if held, shall be within the scope of work in the request for Proposals. If the Contract negotiations take place in San Bernardino County, California, the Proposer will be responsible for its travel and per diem expenses of its personnel.

B. Failure to Negotiate
If the selected Proposer:

1. Fails to provide the information required to begin negotiations in a timely manner; or

2. Fails to negotiate in good faith; or

3. Indicates it cannot perform the Contract within the budgeted funds available for the Services; or

4. If the Proposer and the County, after a good faith effort, simply cannot come to terms; Then the County may terminate negotiations with the Proposer initially selected and commence negotiations with the next highest rated Proposer.

C. Notice of Intent to Award (NOIA) – Proposer Notification of Selection After the completion of Contract negotiations, a written or electronic Notice of Intent to Award (NOIA) and denial letters (or a copy of the NOIA) will be issued to all Proposers. The issuance date of the NOIA is the date the NOIA was delivered by email or into the care of the United States Postal Service for delivery to the Proposer.

D. Review of Financial Performance
As indicated in Section VII, Section B, financial information may be used to evaluate and select the Proposal(s) deemed to be in the County’s best interest. Alternatively, at the County’s sole discretion, the financial performance of the intended Contractor may be assessed prior to Contract award. Financial performance deemed unsatisfactory by the County may result in non-award or a recommendation for award to another Proposer(s).

E. Award
A Contract(s) will be awarded based on a competitive selection of Proposals received. The contents of the Proposal of the successful Proposer will become contractual obligations and failure to accept these obligations in a Contract may result in cancellation of the award.

IX. APPEAL AND AWARD
In the event a dispute arises concerning the Proposal process prior to the award of the Contract, the Proposer raising the dispute shall submit a request for resolution in writing to the address listed in Section I, Paragraph B, of this RFP. Proposer may appeal the recommended award or denial of award (Protest), provided the Protest:

1. Is submitted in writing, and

2. Is submitted within ten (10) calendar days of the issuance date of the NOIA.

Packet Page. 326
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

A Protest can only be brought on the following grounds:

1. Failure of the County to follow the selection procedures and adhere to requirements specified in the RFP or any addenda or amendments.

2. Violation of conflict of interest as provided by California Government Code Section 87100 et seq.

3. Violation of State or Federal law.

Protests will not be accepted for any other reasons than those stated above.

Upon receipt of the formal Protest, the Assistant Executive Officer, or his/her designee, will attempt to resolve the Protest. A Protest shall be disallowed when, in the judgment of the Assistant Executive Officer, or his/her designee, it has been submitted: (1) as a delay tactic; (2) for the purpose of posturing the Proposer advantageously for future procurement; (3) in a form that deviates from the one prescribed; (4) without adequate factual basis or merit; or (5) in an untimely manner.

The County will consider only those specific issues addressed in the written protest. The Assistant Executive Officer, or his/her designee, shall make a decision concerning the appeal, and notify the Proposer submitting the Protest, within a reasonable timeframe prior to the tentatively scheduled date for awarding the Contract.

The decision of the Assistant Executive Officer, or his/her designee, shall be deemed final.

A Proposer protesting the results of any of the processes described herein must follow the procedures set forth. By submitting a “Letter of Intent to Protest”, the Proposer has agreed that the protest procedures herein shall precede any action in a judicial or quasi-judicial tribunal regarding this Proposal. Protests that do not follow these procedures shall not be considered. The protest procedures constitute the sole administrative remedy available to the Proposer under this RFP. Upon exhaustion of this remedy no additional recourse is available.

X. TERMS AND CONDITIONS
The selected Proposer will be required to enter into a formal Contract with the County. This RFP sets forth some of the general provisions which will be included in the final Contract. In submitting a response to this RFP, Proposer will be deemed to have agreed to each clause unless the Proposal identifies an objection and County agrees to a change of language in writing. All objections to any Terms and Conditions must be listed on Attachment H – Exceptions to RFP or any exception thereto shall be waived.

A. General

1. Contract Amendments
Contractor agrees any alterations, variations, modifications, or waivers of the provisions of the Contract, shall be valid only when reduced to writing, executed and attached to the original Contract and approved by the person(s) authorized to do so on behalf of Contractor and County.

2. Contract Assignability
Without the prior written consent of the County, the Contract is not assignable by Contractor either in whole or in part.

3. Contract Exclusivity
This is not an exclusive Contract. The County reserves the right to enter into a Contract with other Contractors for the same or similar Services. The County does not guarantee or represent that the Contractor will be permitted to perform any minimum amount of work or receive compensation other than on a per order basis, under the terms of this Contract.

4. Attorney Fees and Costs
Packet Page. 327
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

If any legal action is instituted to enforce any party’s rights hereunder, each party shall bear its own costs and attorneys’ fees, regardless of who is the prevailing party. This paragraph shall not apply to those costs and attorney fees directly arising from a third-party legal action against a party hereto and payable under the Indemnification and Insurance Requirements.

5. Background Checks for Contractor Personnel
Contractor shall ensure that its personnel (a) are authorized to work in the jurisdiction in which they are assigned to perform Services; (b) do not use legal or illegal substances in any manner which will impact their ability to provide Services to the County; and (c) are not otherwise disqualified from performing the Services under applicable law. If requested by the County and not in violation of applicable law, Contractor shall conduct a background check, at Contractor’s sole expense, on all its personnel providing Services. If requested by the County, Contractor shall provide the results of the background check of each individual to verify that the individual meets Contractor’s standards for employment. Such background check shall be in the form generally used by Contractor in its initial hiring of employees or contracting for contractors or, as applicable, during the employment-screening process but must, at a minimum, have been performed within the preceding 12-month period.

Contractor personnel who do not meet the County’s hiring criteria, in County’s sole discretion, shall not be assigned to work on County property or Services, and County shall have the right, at its sole option, to refuse access to any Contract personnel to any County facility.

Contractor shall obtain from the Department of Justice (DOJ) records of all convictions involving any sex crimes, drug crimes, or crimes of violence of a person who is offered employment or volunteers for all positions in which he or she would have contact with a minor, the aged, the blind, the disabled or a domestic violence client, as provided for in Penal Code section 11105.3 prior to providing any services. This includes licensed personnel who are not able to provide documentation of prior DOJ clearance. A copy of a license from the State of California, which requires a DOJ clearance, is sufficient proof. The County must be immediately notified of any records showing a conviction. The County may instruct Contractor to take action to deny/terminate employment or terminate internship and/or volunteer services where the records show the person is unsuitable for employment, internship, or volunteer services.

In addition to the documentation of DOJ clearance, Contractor shall obtain clearance from the Federal Bureau of Investigation (FBI) and Child Abuse Central Index (CACI), and records of all convictions involving any sex crimes, drug crimes, or crimes of violence of a person who is offered employment or volunteers for all positions in which he or she would have contact with a minor, the aged, the blind, the disabled or a domestic violence client, prior to providing any services. The County must be immediately notified of any records showing a conviction. The County may instruct Contractor to take action to deny/terminate employment or terminate internship and/or volunteer services where the records show the person is unsuitable for employment, internship, or volunteer services.

Contractor shall notify the County of any board member, staff member, paid intern or volunteer who is knowingly or negligently employed who has been convicted of any crime of violence or of any sexual crime. Contractor shall investigate all incidents where an applicant, employee, intern or volunteer has been arrested and/or convicted for any crime listed in Penal Code Section 11105.3 and shall notify the County. In the County's discretion, the County may instruct Contractor to take action to either deny/terminate employment or terminate internship and/or volunteer services where the investigation shows that the underlying conduct renders the person unsuitable for employment, internship, or volunteer services.

Contractor shall immediately notify the County concerning the arrest and/or conviction, for other than minor traffic offenses, of any paid employee, agent, consultant, intern, or volunteer staff, when such information becomes known to Contractor.

Packet Page. 328
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

6. Change of Address
Contractor shall notify the County in writing of any change in mailing address within ten (10) business days of the change.

7. Choice of Law
This Contract shall be governed by and construed according to the laws of the State of California.

8. Compliance with County Policy
In performing the Services and while at any County facilities, Contractor personnel (including subcontractors) shall (a) conduct themselves in a businesslike manner; (b) comply with the policies, procedures, and rules of the County regarding health and safety, and personal, professional and ethical conduct; (c) comply with the finance, accounting, banking, Internet, security, and/or other applicable standards, policies, practices, processes, procedures, and controls of the County; and (d) abide by all laws applicable to the County facilities and the provision of the Services, and all additions and modifications to each of subsections (b), (c), and (d) (collectively, “County Policies”). County Policies, and additions or modifications thereto, may be communicated orally or in writing to Contractor or Contractor personnel or may be made available to Contractor or Contractor personnel by conspicuous posting at a County facility, electronic posting, or other means generally used by County to disseminate such information to its employees or contractors. Contractor shall be responsible for the promulgation and distribution of County Policies to Contractor personnel to the extent necessary and appropriate.

County shall have the right to require Contractor’s employees, agents, representatives and subcontractors to exhibit identification credentials issued by County in order to exercise any right of access under this Contract.

9. Confidentiality
Contractor shall ensure that all staff, volunteers and/or Subcontractors performing Services under this Contract comply with the terms and conditions as set forth in the Human Services Information Privacy and Security Requirements specified at http://hss.sbcounty.gov/Privacy prior to providing any Services.

Contractor shall immediately notify the County of any suspected or actual breach of confidential information as further detailed in the requirements. These requirements specified at http://hss.sbcounty.gov/Privacy are hereby incorporated by this reference. a. Read, understand, and comply with the Privacy and Security Requirements Summary. b. Ensure employees, subcontractors, agents, volunteers, and interns who have access to Personally Identifiable Information (PII) complete the Privacy and Security Training and execute the training acknowledgement form and other training materials annually. c. Ensure employees, subcontractors, agents, volunteers, and interns who have access to PII sign the Confidentiality Statement annually.
d. Report actual, suspected or potential breaches of PII immediately to the Human Services Privacy and Security Office via email at: [email protected].

10. Primary Point of Contact
The Contractor will designate an individual to serve as the primary point of contact for the Contract.

Contractor or designee must respond to County inquiries within two (2) business days. Contractor shall not change the primary contact without written acknowledgement to the County. Contractor will also designate a back-up point of contact in the event the primary contact is not available.

11. County Representative
The Assistant Executive Officer or his/her designee shall represent the County in all matters pertaining to the Services to be rendered under this Contract, including termination and assignment of this Contract, and shall be the final authority in all matters pertaining to the Services/Scope of Work by Contractor. If this Contract was initially approved by the San Bernardino County Board of Packet Page. 329
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

Supervisors, then the Board of Supervisors must approve all amendments to this Contract.

12. Damage to County Property
Contractor shall repair, or cause to be repaired, at its own cost, all damage to County vehicles, facilities, buildings, or grounds caused by the willful or negligent acts of Contractor or employees or agents of the Contractor. Such repairs shall be made immediately after Contractor becomes aware of such damage, but in no event later than thirty (30) days after the occurrence.

If the Contractor fails to make timely repairs, the County may make any necessary repairs. For such repairs, the Contractor, shall repay all costs incurred by the County, by cash payment upon demand or County may deduct such costs from any amounts due to the Contractor from the County, as determined at County’s sole discretion.

13. Debarment and Suspension
Contractor agrees to comply with the applicable federal suspension and debarment regulations, including, but not limited to Title 48 Code of Federal Regulations (CFR) Subpart 9.4.

The Contractor certifies that:
a. neither it nor its principals or subcontracts is presently disbarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (See the following United States General Services Administration’s System for Award Management website https://www.sam.gov). b. Have not within a three-year period preceding this Contract been convicted of or had a judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract under a public transaction; or a violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification, or destruction or 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 X.A.13.b herein; and
d. Have not within a three-year period preceding this Contract had one (1) or more public transactions (Federal, State or local) terminated for cause or default.

Contractor further certifies that if it or any of its subcontractors are business entities that must be registered with the California Secretary of State, they are registered and in good standing with the Secretary of State.

Where the Contractor is unable to certify as true any of the statements in this certification, he or she shall include an explanation in the Proposal.

14. Drug and Alcohol-Free Workplace
In recognition of individual rights to work in a safe, healthful and productive workplace, as a material condition of this Contract, Contractor agrees that the Contractor and the Contractor’s employees, while performing service for the County, on County property, or while using County equipment:
a. Shall not be in any way impaired because of being under the influence of alcohol or an illegal or controlled substance.
b. Shall not possess an open container of alcohol or consume alcohol or possess or be under the influence of an illegal or controlled substance.
c. Shall not sell, offer, or provide alcohol or an illegal or controlled substance to another person, except where Contractor or Contractor’s employee who, as part of the performance of normal job duties and responsibilities, prescribes or administers medically prescribed drugs.

Contractor shall inform all employees that are performing service for the County on County property, or using County equipment, of the County’s objective of a safe, healthful and productive work place Packet Page. 330
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

and the prohibition of drug or alcohol use or impairment from same while performing such service for the County.

The County may terminate for default or breach of this Contract and any other Contract the Contractor has with the County if the Contractor or Contractor’s employees are determined by the County not to be in compliance with above.

15. Duration of Terms
This Contract, and all of its terms and conditions, shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the respective parties, provided no such assignment is in violation of the provisions of this Contract.

16. Employment Discrimination
During the term of the Contract, Contractor shall not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, sexual orientation, age, or military and veteran status. Contractor shall comply with Executive Orders 11246, 11375, 11625, 12138, 12432, 12250, 13672, Title VII of the Civil Rights Act of 1964, the California Fair Employment and Housing Act and other applicable Federal, State and County laws and regulations and policies relating to equal employment and contracting opportunities, including laws and regulations hereafter enacted.

17. Environmental Requirements
In accordance with County Policy 11-08, the County prefers to acquire and use products with higher levels of post-consumer recycled content. Environmentally preferable goods and materials must perform satisfactorily and be available at a reasonable price. The County requires Contractor to use recycled paper for any printed or photocopied material created as a result of this Contract. Contractor is also required to use both sides of paper sheets for reports submitted to the County whenever practicable.

To assist the County in meeting the reporting requirements of the California Integrated Waste Management Act of 1989 (AB 939), Contractor must be able to annually report the County’s environmentally preferable purchases. Contractors must also be able to report on environmentally preferable goods used in the provision of Services to the County, utilizing a County approved form.

18. Improper Influence
Contractor shall make all reasonable efforts to ensure that no County officer or employee, whose position in the County enables him/her to influence any award of this Contract or any competing offer, shall have any direct or indirect financial interest resulting from the award of this Contract or shall have any relationship to the Contractor or officer or employee of the Contractor.

19. Improper Consideration
Contractor shall not offer (either directly or through an intermediary) any improper consideration such as, but not limited to, cash, discounts, service, the provision of travel or entertainment, or any items of value to any officer, employee or agent of the County in an attempt to secure favorable treatment regarding this Contract.

The County, by written notice, may immediately terminate any contract if it determines that any improper consideration as described in the preceding paragraph was offered to any officer, employee or agent of the County with respect to the Proposal and award process. This prohibition shall apply to any amendment, extension, or evaluation process once a Contract has been awarded.

Packet Page. 331
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

Contractor shall immediately report any attempt by a County officer, employee or agent to solicit (either directly or through an intermediary) improper consideration from Contractor. The report shall be made to the supervisor or manager charged with supervision of the employee or to the County Administrative Office. In the event of a termination under this provision, the County is entitled to pursue any available legal remedies.

20. Informal Dispute Resolution
In the event the County determines that service is unsatisfactory, or in the event of any other dispute, claim, question, or disagreement arising from or relating to this Contract or breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.

21. Legality and Severability
The parties’ actions under the Contract shall comply with all applicable laws, rules, regulations, court orders and governmental agency orders. The provisions of this Contract are specifically made severable. If a provision of the Contract is terminated or held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full effect.

22. Licenses, Permits, and/or Certifications
Contractor shall ensure that it has all necessary licenses, permits and/or certifications required by Federal, State, County, and municipal laws, ordinances, rules, and regulations. The Contractor shall maintain these licenses, permits, and/or certifications in effect for the duration of this Contract.

Contractor will notify County immediately of loss or suspension of any such licenses, permits, and/or certifications. Failure to maintain required licenses, permits, and certifications may result in immediate termination of this Contract.

23. Material Misstatement/Misrepresentation
If during the course of the administration of this Contract, the County determines that Contractor has made a material misstatement or misrepresentation or that materially inaccurate information has been provided to the County, this Contract may be immediately terminated. If this Contract is terminated according to this provision, the County is entitled to pursue any available legal remedies.

24. Mutual Covenants
The parties to this Contract mutually covenant to perform all of their obligations hereunder, to exercise all discretion and rights granted hereunder, and to give all consents in a reasonable manner consistent with the standards of “good faith” and “fair dealing”.

25. Nondisclosure
Contractor shall protect from unauthorized use or disclosure names and other identifying information concerning persons receiving Services pursuant to this Contract, except for statistical information not identifying any participant. Contractor shall not use or disclose any identifying information for any other purpose other than carrying out the Contractor's obligations under this Contract, except as may be otherwise required by law. This provision will remain in force even after the termination of the Contract.

Contractor shall hold as confidential and use reasonable care to prevent unauthorized access by, storage, disclosure, publication, dissemination to and/or use by third parties of, confidential information that is either: (1) provided by the County to Contractor or an agent of Contractor or otherwise made available to Contractor or Contractor’s agent in connection with this Contract; or, (2) acquired, obtained, or learned by Contractor or an agent of Contractor in the performance of this Contract. For purposes of this provision, confidential information means any data, files, software, information or materials in oral, electronic, tangible or intangible form and however stored, compiled or memorialize and includes, but is Packet Page. 332
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

not limited to technology infrastructure, architecture, financial data, trade secrets, equipment specifications, user lists, passwords, research data, and technology data.

26. Notice of Delays
Except as otherwise provided herein, when either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Contract, that party shall, within twenty-four (24) hours, give notice thereof, including all relevant information with respect thereto, to the other party.

27. Ownership of Documents
All documents, data, products, graphics, computer programs and reports prepared by Contractor pursuant to the Contract shall be considered property of the County upon payment for services (and product, if applicable). All such items shall be delivered to County at the completion of work under the Contract. Unless otherwise directed by County, Contractor may retain copies of such items.

28. Reserved

29. Air, Water Pollution Control, Safety and Health
Contractor shall comply with all air pollution control, water pollution, safety and health ordinances and statutes, which apply to the work performed pursuant to this Contract.

30. Relationship of the Parties
Nothing contained in this Contract shall be construed as creating a joint venture, partnership, or employment arrangement between the Parties hereto, nor shall either Party have the right, power or authority to create an obligation or duty, expressed or implied, on behalf of the other Party hereto.

31. Release of Information
No news releases, advertisements, public announcements, or photographs arising out of this the Contract or Contractor’s relationship with County may be made or used without prior written approval of the DAAS-PG Director or their designee and shall include County approved branding.

32. Representation of the County
In the performance of the Contract, Contractor, its agents, and employees, shall act in an independent capacity and not as officers, employees, or agents of the County.

33. Strict Performance
Failure by a party to insist upon the strict performance of any of the provisions of this Contract by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Contract thereafter.

34. Subcontracting
Contractor agrees not to enter into any subcontracting Contracts for work contemplated under the Contract without first obtaining written approval from the County and the Director of Department of Aging and Adult Services-Public Guardian through the HS Contracts Unit. Any subcontractor shall be subject to the same terms and conditions as Contractor. Contractor shall be fully responsible for the performance and payments of any subcontractor’s contract.

Contractor shall obtain County’s written consent, which County may withhold in its sole discretion, before entering into contracts with or otherwise engaging any subcontractors who may supply any part of the Services to County. At County’s request, Contractor shall provide information regarding the subcontractor’s qualifications and a listing of a subcontractor’s key personnel including, if requested by the County, resumes of proposed subcontractor personnel. Contractor shall remain Packet Page. 333
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

directly responsible to County for its subcontractors and shall indemnify County for the actions or omissions of its subcontractors under the terms and conditions specified in Paragraph B of this Section X. All approved subcontractors shall be subject to the provision of this Contract applicable to Contractor Personnel, including removal pursuant to subsection A.5 of this Section X.

For any subcontractor, Contractor shall:

34.1 Be responsible for subcontractor compliance with the Contract and the subcontract terms and conditions; and

34.2 Ensure that the subcontractor follows County’s reporting formats and procedures as specified by County.

34.3 Include in the subcontractor’s subcontract substantially similar terms as are provided in Section V, Scope of Work.

Upon expiration or termination of this Contract for any reason, County will have the right to enter into direct contracts with any of the Subcontractors. Contractor agrees that its arrangements with Subcontractors will not prohibit or restrict such Subcontractors from entering into direct contracts with County.

35. Subpoena
In the event that a subpoena or other legal process commenced by a third party in any way concerning the goods or services provided under this Contract is served upon Contractor or County, such party agrees to notify the other party in the most expeditious fashion possible following receipt of such subpoena or other legal process. Contractor and County further agree to cooperate with the other party in any lawful effort by such other party to contest the legal validity of such subpoena or other legal process commenced by a third party as may be reasonably required and at the expense of the party to whom the legal process is directed, except as otherwise provided herein in connection with defense obligations by Contractor for County.

36. Termination for Convenience
The County reserves the right to terminate the Contract, for any reason, with a thirty (30) day written notice of termination. Such termination may include all or part of the services described herein. Upon such termination, payment will be made to the Contractor for services rendered and expenses reasonably incurred prior to the effective date of termination. Upon receipt of termination notice Contractor shall promptly discontinue services unless the notice directs otherwise. Contractor shall deliver promptly to County and transfer title (if necessary) all completed work, and work in progress, including drafts, documents, plans, forms, data, products, graphics, computer programs and reports.

37. Time of the Essence
Time is of the essence in performance of this Contract and of each of its provisions.

38. Venue
The parties acknowledge and agree that this Contract was entered into and intended to be performed in San Bernardino County, California. The parties agree that the venue of any action or claim brought by any party to this Contract will be the Superior Court of California, San Bernardino County, San Bernardino District. Each party hereby waives any law or rule of the court, which would allow them to request or demand a change of venue. If any action or claim concerning this Contract is brought by any third-party and filed in another venue, the parties hereto agree to use their best efforts to obtain a change of venue to the Superior Court of California, San Bernardino County, San Bernardino District.

39. Reserved

40. Reserved
Packet Page. 334
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

41. Fiscal Provisions
a. The maximum amount of reimbursement/payment under this Contract shall be subject to availability of funds to the County. The consideration to be paid to Contractor, as provided herein, shall be in full payment for all Contractor’s Services and expenses incurred in the performance hereof, including travel and per diem.
b. Contractor will submit a completed program invoice with required supporting documentation once a month to DAAS by the tenth (10th) County business day of each month following the month of service. DAAS shall reimburse contractor only for services included and authorized in resulting agreements. The provider shall not seek reimbursement from DAAS for any services reimbursed in whole or in part by any other payor. Whenever provider is not in compliance with any provision of this Application, DAAS may withhold payment of any invoice submitted to DAAS by provider until such time as suitable documentation is submitted to DAAS. DAAS shall not approve any request for payment of funds until contractor has filed properly completed reports required under any resulting agreements.
c. The County shall make payment to Contractor within sixty (60) working days after receipt of invoice or the resolution of any billing dispute.
d. Contractor shall accept all payments from County via electronic fund transfer (EFT) directly deposited into the Contractor’s designated checking or other bank account. Contractor shall promptly comply with directions and accurately complete forms provided by County required to process EFT payments.
e. County is exempt from Federal excise taxes and no payment shall be made for any personal property taxes levied on Contractor or on any taxes levied on employee wages. The County shall only pay for any State or local sales or use taxes on the Services rendered or equipment and/or parts supplied to the County pursuant to the Contract.
f. Costs for Services under the terms of this Contract shall be incurred during the Contract period except as approved by County. Contractor shall not use current year funds to pay prior or future year obligations.

42. Reserved.

43. Reserved.

44. Former County Administrative Officials
Contractor agrees to provide or has already provided information on former San Bernardino County administrative officials (as defined below) who are employed by or represent Contractor. The information provided includes a list of former County administrative officials who terminated County employment within the last five (5) years and who are now officers, principals, partners, associates, or members of the business. The information also includes the employment with or representation of Contractor. For purposes of this provision, “County Administrative Official” is defined as a member of the Board of Supervisors or such member’s staff, Chief Executive Officer of the County or member of such officer’s staff, County department or group head, assistant department or group head, or any employee in the Exempt Group, Management Unit or Safety Management Unit.

45. Vacancies
Contractor shall notify County of any continuing vacancies and any positions that become vacant during the term of this Contract that will result in reduction of services to be provided under this Contract. Upon notice of vacancies, the Contractor shall apprise County of the steps being taken to provide the services and to fill the position as expeditiously as possible. Vacancies and associated problems shall be reported to County on each periodically required report for the duration of said vacancies and/or problems.

46. Complaint and Grievance Procedure
Packet Page. 335
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

Contractor shall provide a system, approved by the County, through which recipients of service shall have the opportunity to express and have considered their views and complaints regarding the delivery of services. The procedure must be in writing and posted in clear view of all recipients.

Contractor will ensure that staff are knowledgeable on the Department of Aging and Adult ServicesPublic Guardian’s Client Complaint and Grievance Procedure-Older American Act Programs (Exhibit A) and ensure that any complaints by recipients are referred to the County in accordance with the procedure.

47. Contractor Board of Directors’ Meetings
Contractor shall notify the County of all upcoming meetings of the Board of Directors or other governing party and shall keep the County apprised of any and all actions taken by its Board of Directors which may impact on the Contract. Board of Directors’ minutes shall be submitted to the County upon request. Further, a County representative shall have the option of attending Board meetings during the term of this Contract.

48. California Consumer Privacy Act
To the extent applicable, if Contractor is a business that collects the personal information of a consumer(s) in performing Services pursuant to this Contract, Contractor must comply with the provisions of the California Consumer Privacy Act (CCPA) (Cal. Civil Code §§1798.100, et seq.). For purposes of this provision, “business,” “consumer,” and “personal information” shall have the same meanings as set forth at Civil Code Section 1798.140. Contractor must contact the County immediately upon receipt of any request by a consumer submitted pursuant to the CCPA that requires any action on the part of the County, including but not limited to, providing a list of disclosures or deleting personal information. Contractor must not sell, market or otherwise disclose personal information of a consumer provided by the County unless specifically authorized pursuant to terms of this Contract. Contractor must immediately provide to the County any notice provided by a consumer to Contractor pursuant to Civil Code section 1798.150(b) alleging a violation of the CCPA that involves personal information received or maintained pursuant to this Contract. Contractor must immediately notify the County if it receives a notice of violation from the California Attorney General pursuant to Civil Code section 1798.155(b).

49. Reserved

50. Elder and Dependent Adult Abuse Reporting
Contractor agrees to and shall comply with the County’s Elder and Dependent Adult Abuse Reporting requirements:
a. Contractor will ensure that all known or suspected instances of elder or dependent adult abuse are reported to Department of Aging and Adult Services-Public Guardian (DAAS-PG), Adult Protective Services.
b. In accordance with Welfare and Institutions Code section 15630, all employees of the Contractor and its subcontractors are mandated reporters of elder and dependent adult abuse. Contractor assures all employees, agents, consultants, or volunteers who perform services under this Contract and are mandated to report elder and dependent adult abuse will sign a statement, upon the commencement of their employment, acknowledging their reporting requirements and their compliance with them.
c. Mandated reporters are required to report all instances of known or suspected abuse of the elderly and dependent adults by telephone immediately or as soon as practically possible, under the following circumstances:
1) When the mandated reporter has observed or has knowledge of an incident that reasonably appears to be physical abuse, abandonment, isolation, financial abuse, or neglect.

Packet Page. 336
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

2) When the mandated reporter is told by an elder or dependent adult that he or she has experienced behavior constituting physical abuse, abandonment, isolation, financial abuse, or neglect.
3) A written "Report of Suspected Dependent Adult/Elder Abuse" (SOC 341) must be submitted within two (2) working days of making the telephone report to the responsible agency, as defined below in Item 4.
4) If the abuse has occurred in a long-term care facility, except a state mental hospital or state developmental center, the report shall be made to the local Long-Term Care Ombudsman or local law enforcement.
5) If the abuse has occurred in a state mental hospital or state developmental center, the report shall be made to the designated investigators of the State Department of Mental Health or the State Department of Developmental services or to the local law enforcement. 6) If the abuse occurred anywhere other than a long-term care facility or State mental hospital or State developmental center, the report shall be made to Adult Protective Services or local law enforcement.

Under the terms of this Contract, as changes in the Elder and Dependent Adult Reporting Laws are enacted, the Contractor is bound to comply with the most current regulations.

51. Conflict of Interest
Contractor shall make every reasonable effort to prevent employees, consultants, or members of its governing bodies from using their positions for purposes that are or give the appearance of being motivated by a desire for private gain for themselves or others, such as those with whom they have family, business, or other ties. In the event County determines a conflict of interest exists, any increase in costs associated with the conflict of interest may be disallowed by County and such conflict may constitute grounds for termination of the Contract. This provision shall not be construed to prohibit employment of persons with whom Contractor's officers, agents, or employees have family, business, or other ties so long as the employment of such persons does not result in increased costs over those associated with the employment of any other equally qualified applicants and such persons have successfully competed for employment with other applicants on a merit basis.

Contractor’s duties and services under this Contract shall not include preparing or assisting the County with any portion of the County’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the County.

The County entering this Contract shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the County to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Contractor pursuant to this Contract.

52. Reserved

53. Pro-Child Act of 1994
Contractor will comply with the Environmental Tobacco Smoke/Pro-Children Act of 1994 (20 U.S.C. 6081 et seq.).

54. Americans with Disabilities Act
Contractor shall comply with all applicable provisions of the Americans with Disabilities Act (ADA).

55. Environmental Regulations
EPA Regulations – If the amount available to Contractor under the Contract exceeds $100,000, Contractor will agree to comply with the Clean Air Act (42 U.S.C. section 7401 et seq.); section 508 of Packet Page. 337
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

the Clean Water Act (33 U.S.C. section 1251 et seq.); Executive Order 11738 [38 Fed. Reg. 25161 (Sept. 10, 1973)]; and Environmental Protection Agency regulations (40 C.F.R.).

State Energy Conservation Clause – Contractor shall observe the mandatory standards and policies relating to energy efficiency in the State Energy Conservation Plan (California Code of Regulations, title 20, section 1401 et seq.).

56. Records
Contractor shall maintain all records and management books pertaining to service delivery under this Contract and demonstrate accountability for contract performance and maintain all fiscal, statistical, and management books and records pertaining to the program. Said records shall be kept and maintained within San Bernardino County. County shall have the right upon reasonable notice and at reasonable hours of business to examine and inspect such records and books.

All records relating to the Contractor’s personnel, contractors, subcontractors, service/scope of work and expenses pertaining to this Contract shall be kept in generally acceptable accounting format. Records should include, but are not limited to, monthly summary sheets, sign-in sheets, and other primary source documents. Fiscal records shall be kept in accordance with Generally Accepted Accounting Principles and must account for all funds, tangible assets, revenue and expenditures. Fiscal records must also comply with the appropriate Code of Federal Regulation (CFR) Circulars, which state the administrative requirements, cost principles, and other standards for accountancy. Please refer to http://www.ecfr.gov/cgi-bin/text-idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl for further information.

Contractors expending $750,000 or more in federal funds annually shall have a single audit or program specific audit performed. A copy of the audit shall be maintained as part of the program’s fiscal records.

All records shall be complete and current and comply with all Contract requirements. Failure to maintain acceptable records per the preceding requirements shall be considered grounds for withholding payments for billings submitted and for termination of the Contract.

57. Public Accessibility
Contractor shall ensure that Services provided are accessible by public transportation.

58. Notification
In the event of a problem or potential problem that will impact the quality or quantity of work, timeliness or the level of performance under the Contract, notification, including all relevant information, will be made within one (1) working day, in writing and by telephone to the County.

59. 211 Registration
Contractor shall register with 2-1-1 San Bernardino County Inland Empire United Way within thirty (30) days of Contract effective date and follow necessary procedures to be included in the 2-1-1 database. The Contractor shall notify the 2-1-1 San Bernardino County Inland Empire United Way of any changes in program services, location or contact information within ten (10) days of any change. Services performed as a result of being included in the 2-1-1 database, are separate and apart from the services being performed under this Contract and payment for such services will not be the responsibility of the County.

60. Ownership Rights
The state and County shall have all ownership rights in software or modifications thereof and associated documentation designed, developed or installed with Federal financial participation. The Federal Government (Department of Health and Human Services) reserves a royalty-free, Packet Page. 338
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

nonexclusive, and irrevocable license to reproduce, publish or otherwise use and to authorize others to use for Federal Government purposes, such software modification, and documentation.

Proprietary software packages that are sold or leased to the general public are not subject to the ownership provisions.

61. Iran Contracting Act (applies to RFPs/Contracts of $1,000,000 or more) In accordance with Public Contract Code section 2204(a), the Proposer certifies that at the time the proposal is submitted, the Proposer signing the proposal is not identified on a list created pursuant to subdivision (b) of Public Contract Code section 2203 (https://www.dgs.ca.gov/PD/Resources/PageContent/Procurement-Division-Resources-List-Folder/List-of-IneligibleBusinesses#@ViewBag.JumpTo) as a person (as defined in Public Contract Code section 2202(e)) engaging in investment activities in Iran described in subdivision (a) of Public Contract Code section 2202.5, or as a person described in subdivision (b) of Public Contract Code section 2202.5, as applicable.

62. Force Majeure
Neither party shall be liable for failure or delay to perform obligations under this Contract, which have become practicably impossible because of circumstances beyond the reasonable control of the applicable party. Such circumstances include without limitation, natural disasters or acts of God; acts of terrorism; labor disputes or stoppages; war; government acts or orders; epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control.

Written notice of a party’s failure or delay in performance due to force majeure must be given to the other party no later than thirty (30) days following the force majeure event commencing, which notice shall describe the force majeure event and the actions taken to minimize the impact thereof. All delivery dates under this Contract affected by force majeure shall be tolled for the duration of such force majeure. The parties hereby agree, when feasible, not to cancel but reschedule the pertinent obligations and deliverables for mutually agreed dates as soon as practicable after the force majeure condition ceases to exist.

63. Executive Order N-6-22 Russian Sanctions (applicable to contracts with State funding) On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine (https://home.treasury.gov/policy-issues/financial-sanctions/sanctions-programs-and-countryinformation/ukraine-russia-related-sanctions), as well as any sanctions imposed under state law (https://www.dgs.ca.gov/OLS/Ukraine-Russia). The EO directs state agencies and their contractors (including by agreement or receipt of a grant) to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should it be determined that Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. Contractor shall be provided advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the County.

64. Political Contributions
Contractor has disclosed to the County using a County approved form, whether it has made any campaign contributions of more than $250 to any member of the Board of Supervisors within the earlier of: (1) the date of the submission of Contractor’s proposal to the County, or (2) 12 months before the date this Contract was approved by the Board of Supervisors. Contractor acknowledges that under Government Code section 84308, Contractor is prohibited from making campaign contributions of more than $250 to any member of the Board of Supervisors or County elected officer Packet Page. 339
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

[Sheriff, Assessor-Recorder-Clerk, Auditor-Controller/Treasurer/Tax Collector, or the District Attorney] for 12 months after the County’s consideration of the Contract.

In the event of a proposed amendment to this Contract, the Contractor will provide the County a written statement disclosing any campaign contribution(s) of more than $250 to any member of the Board of Supervisors within the preceding 12 months of the date of the proposed amendment.

Campaign contributions include those made by any agent/person/entity on behalf of the Contractor or by a parent, subsidiary, or otherwise related business entity of Contractor.

65. Reserved.

B. Indemnification and Insurance Requirements

1. Indemnification
Contractor agrees to indemnify, defend (with counsel reasonably approved by County) and hold harmless the County and its authorized officers, employees, agents and volunteers (Indemnitees) from any and all claims, actions, losses, damages and/or liability arising out of this Contract from any cause whatsoever, including the acts, errors or omissions of any person and for any costs or expenses incurred by the County on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault of Indemnitees. The Contractor indemnification obligation applies to the County’s “active” as well as “passive” negligence but does not apply to the County’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782.

Additional Insured
All policies, except for the Workers' Compensation, Errors and Omissions and Professional Liability policies shall contain additional endorsements naming the County and its officers, employees, agents and volunteers as additional insureds with respect to liabilities arising out of the performance of Services hereunder. The additional insured endorsements shall not limit the scope of coverage for the County to vicarious liability but shall allow coverage for the County to the full extent provided by the policy. Such additional insured coverage shall be at least as broad as Additional Insured (Form B) endorsement form ISO, CG 2010.11 85.

Waiver of Subrogation Rights
The Contractor shall require the carriers of the required coverages to waive all rights of subrogation against the County, its officers, employees, agents, volunteers, Contractors, and Subcontractors. All general or auto liability insurance coverage provided shall not prohibit the Contractor and Contractor’s employees or agents from waiving the right of subrogation prior to a loss or claim. The Contractor hereby waives all rights of subrogation against the County.

Policies Primary and Non-Contributory
All policies required herein are to be primary and non-contributory with any insurance or selfinsurance programs carried or administered by the County.

Severability of Interests
Contractor agrees to ensure that coverage provided to meet these requirements is applicable separately to each insured and there will be no cross-liability exclusions that preclude coverage for suits between the Contractor and County or between the County and any other insured or additional insured under the policy.

Proof of Coverage
Contractor shall furnish Certificates of Insurance to the County Department administering the Contract evidencing the insurance coverage at the time the Contract is executed, additional endorsements, as required shall be provided prior to the commencement of performance of Services hereunder, which certificates shall provide that such insurance shall not be terminated or expire Packet Page. 340
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267

without thirty (30) days written notice to the Department, and Contractor shall maintain such insurance from the time Contractor commences performance of Services hereunder until the completion of such Services. Within fifteen (15) days of the commencement of this Contract, Contractor shall furnish a copy of the Declaration page for all applicable policies and will provide complete certified copies of the policies and endorsements immediately upon request.

Acceptability of Insurance Carrier
Unless otherwise approved by Risk Management, insurance shall be written by insurers authorized to do business in the State of California and with a minimum “Best” Insurance Guide rating of “AVII”.

Deductibles and Self-Insured Retention
Any and all deductibles or self-insured retentions in excess of $10,000 shall be declared to and approved by Risk Management.

Failure to Procure Coverage
In the event that any policy of insurance required under this Contract does not comply with the requirements, is not procured, or is canceled and not replaced, the County has the right but not the obligation or duty to cancel the Contract or obtain insurance if it deems necessary and any premiums paid by the County will be promptly reimbursed by the Contractor or County payments to the Contractor(s)/Applicant(s) will be reduced to pay for County purchased insurance.

Insurance Review
Insurance requirements are subject to periodic review by the County. The Director of Risk Management or designee is authorized, but not required, to reduce, waive or suspend any insurance requirements whenever Risk Management determines that any of the required insurance is not available, is unreasonably priced, or is not needed to protect the interest of the County. In addition, if Risk Management determines that heretofore unreasonably priced or unavailable types of insurance coverage or coverage limits become reasonably priced or available, the Director of Risk Management or designee is authorized, but not required, to change the these insurance requirements to require additional types of insurance coverage or higher coverage limits, provided that any such change is reasonable in light of past claims against the County, inflation, or any other item reasonably related to the County’s risk.

Any change requiring additional types of insurance coverage or higher coverage limits must be made by amendment to this Contract. Contractor agrees to execute any such amendment within thirty (30) days of receipt.

Any failure, actual or alleged, on the part of the County to monitor or enforce compliance with any of the insurance and indemnification requirements will not be deemed as a waiver of any rights on the part of the County.

2. Insurance Specifications
Contractor agrees to provide insurance set forth in accordance with the requirements herein. If Contractor uses existing coverage to comply with these requirements and that coverage does not meet the specified requirements, the Contractor agrees to amend, supplement or endorse the existing coverage to do so.

Without in any way affecting the indemnity herein provided and in addition thereto, the Contractor shall secure and maintain throughout the Contract term the following types of insurance with limits as shown:

Workers' Compensation/Employers Liability
A program of Workers' Compensation insurance or a State-approved Self-Insurance Program in an amount and form to meet all applicable requirements of the Labor Code of the State of California, Packet Page. 341
San Bernardino County
Human Services
Request for Proposal
Modernization of Older Californian’s ActNutrition Services RFP No. HS 23-26/
ePro Bid # DAAS124-OAAGI-5267