Agenda packet — City Council and Authorities Concurrent, June 6, 2023 (part 4 of 8)

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-593 Agenda Date: 6/6/2023

REPORT TO COUNCIL

SUBJECT
Action on the Award of Purchase Orders Greater than $250,000, with an Aggregate Amount of $4,275,000, for Vehicles and Equipment for the Fire, Silicon Valley Power, Public Works and Water and Sewer Utilities Departments to be Funded by Amounts Previously Approved in the Vehicle Replacement Fund in the City’s Operating Budget for Fiscal Year 2022/23.

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Department of Public Works (DPW) maintains approximately 760 fleet assets citywide with an original acquisition value of approximately $45,000,000. In addition, DPW is responsible for purchasing replacement vehicles to support mission critical operations performed by City departments. DPW procures replacement vehicles through either cooperative purchase agreements established by another public agency (pursuant to Santa Clara City Code Section 2.105.270) or by conducting its own competitive solicitation utilizing vehicle specifications developed with the City departments (pursuant to Santa Clara City Code Section 2.140).

Section 2.105.300(a) of the Santa Clara City Code authorizes the City Manager to execute purchase orders and agreements on behalf of the City in amounts up to and including $250,000. Purchases of vehicles and equipment from a single vendor over $250,000 require approval by the City Council.

DISCUSSION
Vehicle purchase costs are included in the approved Fiscal Year 2022/23 budget and each department has confirmed the need to acquire them to either replace aged vehicles with increased maintenance costs or new demands. Purchase orders for the vehicles listed below need to be opened to secure the purchase price of each asset. Purchase prices for vehicles and equipment have significantly outpaced previous inflation projections so it is important to secure pricing quickly to avoid potential increases. Each will result in a purchase price of over $250,000 to specific vendors which requires City Council approval.
· Golden State Fire Apparatus: estimated purchase price of $2,141,000 - one tiller truck (Fire Department)
· Altec Industries, Inc.: estimated purchase price of $601,000 - one digger derrick (Silicon Valley Power) and $322,000 - one aerial bucket truck (DPW)
· MME Municipal Maintenance Equipment: estimated purchase price of $415,000 - one street sweeper (DPW)
· National Auto Fleet Group: estimated aggregate purchase price of $796,000 - two replacement City of Santa Clara Printed on 6/2/2023Page 1 of 2
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23-593 Agenda Date: 6/6/2023
crew trucks (Water & Sewer Utilities Department)
Approval of the recommendation will enable DPW to avoid any potential delays in procuring replacement vehicles. DPW will coordinate with the Purchasing Division to ensure that vehicle purchases are consistent with the City’s established purchasing policies.

ENVIRONMENTAL REVIEW
The action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(2) because the purchase of vehicles and equipment is not considered a project.

FISCAL IMPACT
The combined total to purchase the tiller truck, digger derrick, aerial bucket truck, street sweeper and two crew trucks is estimated to be $4,275,000. The funding for the purchase of these vehicles has already been approved in the FY 2022/23 Operating Budget Vehicle Replacement Fund. If approved by the City Council, funds may be encumbered or carried over into FY 2023/24 to complete the purchases.

COORDINATION
This report has been coordinated with the Finance Department and the City Attorney’s Office.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]>.

RECOMMENDATION
Approve and authorize the City Manager to execute purchase orders in amounts greater than $250,000, at an aggregate amount of $4,275,000, with various vendors for the purchase of vehicles and equipment presented for the Fire, Silicon Valley Power, Public Works and Water and Sewer Utilities Departments, to be funded by amounts previously approved in the Vehicle Replacement Fund in the City’s Operating Budget for Fiscal Year 2022/23.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jōvan D. Grogan, City Manager
City of Santa Clara Printed on 6/2/2023Page 2 of 2
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-526 Agenda Date: 6/6/2023

REPORT TO COUNCIL

SUBJECT
Actions on Award of Contract for the 2023 Annual Street Pavement Maintenance and Rehabilitation Project (CE 23-24-01) to O’Grady Paving, Inc., Approve a Class 1 CEQA Categorical Exemption, and Related Budget Amendment

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City’s street pavement network consists of approximately 610 lane miles of arterial, collector, residential, and local streets. Through the Pavement Maintenance Program, staff prioritizes various street segments for preventative maintenance and rehabilitation work based on condition, use, and available funding.

The 2023 Annual Street Pavement Maintenance and Rehabilitation Project (Project) consists of preventative maintenance and rehabilitation of approximately 22.3 lane miles of pavement along various street segments (Attachment 1). The scope of work includes: repair and replacement of asphalt pavement; placement of slurry seal; adjustment of utility valves and covers; construction of accessible concrete ramps in accordance with the requirements of the Americans with Disabilities Act (ADA); replacement of traffic striping and pavement markings; and other necessary work to complete the Project.

DISCUSSION
In April 2023, a competitive Request for Bids (RFB) for construction of the Project was published on the City’s bid notification system, Periscope S2G. The RFB was viewed by over 50 vendors, which included contractors, suppliers, plan rooms, builder exchanges, and more. Beyond the contractors and suppliers who viewed the RFB through Periscope S2G, additional vendors were also able to view the RFB as members of various plan rooms and builder exchanges. In addition, staff also reached out directly to distribute the RFB to contractors and vendors who have previously viewed similar projects in the past.

On May 11, 2023, the bid opening for the Project was held via video conference. Two bids were received ranging from $2,526,640 to $2,600,502. The Bid Summary is included as Attachment 2.

The lowest bid, submitted by O’Grady Paving, Inc. (O’Grady) in the amount of $ 2,526,640, is 10 percent below the Engineer’s Estimate of $2,811,500.

O’Grady’s bid was reviewed by the Department of Public Works (DPW) and the City Attorney’s Office for compliance with the terms and conditions of the bid documents and has been determined to be the lowest responsive and responsible bid. Staff recommends awarding the construction contract to City of Santa Clara Printed on 6/2/2023Page 1 of 3
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23-526 Agenda Date: 6/6/2023
O’Grady Paving, Inc.

The award of contract will allow construction to commence in order to complete the pavement work during the summer and fall of 2023. The contract includes prevailing wage requirements.

ENVIRONMENTAL REVIEW
This project being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301(c), “Existing Facilities,” as the activity consists of the repair, maintenance or minor alteration of existing facilities involving no or negligible expansion of the use beyond that presently existing, and specifically includes the repair of existing highways and streets.

FISCAL IMPACT
The approximate cost of the contract is $2,526,640, plus a 10 percent contingency, or $252,664, for any potential change orders for a total not-to-exceed contract amount of $2,779,304.

Funding for the contract is available in the Annual Street Maintenance and Rehabilitation Program project in the Streets and Highways Capital Fund. In addition, staff recommends transferring $50,700 from the Water Utility Fund and $50,700 from the Sewer Utility Fund to the Annual Street Maintenance and Rehabilitation Program project for the portion of the project costs associated with those funds. This Project involves removing and replacing water valve boxes and adjusting sanitary sewer manhole covers.

Budget Amendment FY 2022/23
Current Increase/
(Decrease)
Revised
Streets and Highways Capital Fund
(Fund 533)
Transfers From
Transfer from Water Utility Fund$0 $50,700 $50,700
Transfer from Sewer Utility Fund$0 $50,700 $50,700
Expenditures
Annual Street Maintenance and
Rehabilitation Program
$18,511,138 $101,400 $18,612,538
Water Utility Fund (Fund 092)
Transfers To
Transfer to Streets and Highways Capital
Fund
$0 $50,700 $50,700
Expenditures
Unrestricted Ending Fund Balance $5,545,633 ($50,700) $5,494,933 Sewer Utility Fund (Fund 094)
Transfers To
Transfer to Streets and Highways Capital
Fund
$0 $50,700 $50,700
Expenditures
Unrestricted Ending Fund Balance $4,028,480 ($50,700) $3,977,780 City of Santa Clara Printed on 6/2/2023Page 2 of 3
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23-526 Agenda Date: 6/6/2023
Expenditures
Unrestricted Ending Fund Balance $5,545,633 ($50,700) $5,494,933 Sewer Utility Fund (Fund 094)
Transfers To
Transfer to Streets and Highways Capital
Fund
$0 $50,700 $50,700
Expenditures
Unrestricted Ending Fund Balance $4,028,480 ($50,700) $3,977,780

COORDINATION
This report has been coordinated with the Finance Department, Water & Sewer Utilities Department, and the City Attorney’s Office.

RECOMMENDATION

1. Approve use of a Class 1 Categorical Exemption under CEQA Guidelines Section 15301 for the project;

2. Award the Public Works Contract for the 2023 Annual Street Pavement Maintenance and Rehabilitation Project (CE 23-24-01), to the lowest responsive and responsible bidder, O’Grady Paving, Inc., in the amount of $2,526,640 and authorize the City Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of this Project, in a final form approved by the City Attorney;

3. Authorize the City Manager to execute change orders up to approximately 10 percent of the original contract price, or $252,664, for a total project budget not to exceed amount of $2,779,304; and

4. Approve the following FY 2022/23 budget amendments:

A. In the Streets and Highways Capital Fund, recognize transfers of $50,700 from the Water Utility Fund and $50,700 from the Sewer Utility Fund, and increase the Annual Street Maintenance and Rehabilitation Program project by $101,400 (five affirmative Council votes required to appropriate additional revenue) ;
B. In the Water Utility Fund, increase the transfer to the Streets and Highways Capital Fund and reduce the unrestricted ending fund balance by $50,700 (five affirmative Council votes required for the use of unused balances ); and
C. In the Sewer Utility Fund, increase the transfer to the Streets and Highways Capital Fund and reduce the unrestricted ending fund balance by $50,700. (five affirmative Council votes required for the use of unused balances ).

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. Project Location Map

2. Bid Summary
City of Santa Clara Printed on 6/2/2023Page 3 of 3
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ATTACHMENT 1 - LOCATION MAP
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Page 1 of 1 ends

Attachment 2
Bid Summary

2023 ANNUAL STREET PAVEMENT MAINTENANCE
AND REHABILITATION PROJECT (CE 23-24-01)

BID SUMMARY Bid Opening Date: May 11, 2023
ENGINEER’S ESTIMATE: $ 2,811,500.00
Contractor Total Bid ($) Percentage above/below
Engineer’s Estimate
O’Grady Paving, Inc. $ 2,526,640.00 10.1% below
Pavement Coatings Co. $ 2,600,501.95 7.5% below

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-652 Agenda Date: 6/6/2023

REPORT TO COUNCIL

SUBJECT
Action on the Fourth Amendment to the Contract Between the County of Santa Clara and City of Santa Clara - Congregate Meals for FY 2022/23, including the Home and Community Based Services Infrastructure Grant, and Related Budget Amendments

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara works collaboratively with the County of Santa Clara to provide a Senior Nutrition Congregate Meals Program (Program) at the Santa Clara Senior Center. The Program targets seniors aged 60 and over, serving a basic need of lower income households and special needs populations. The Program goals are to reduce hunger and food insecurity, increase socialization, and promote the health and well-being of older adults. The Program is a gateway to other supportive community programs and services at the Senior Center.

The purpose of this Report to Council is to review and take action on a 4 th amendment to an
agreement with the County of Santa Clara related to the Senior Nutrition Congregate Meals Program (Program) at the Santa Clara Senior Center. The amendment includes an increase in the number of meals for the current fiscal year as well as a pass through of State of California Department of Aging grant funds obtained by the County from the local Area Agency on Aging Home and Community Based Services (HCBS) Senior Nutrition Infrastructure Grant to reimburse the County’s Programs for the purchase of designated eligible items to enhance the food service.

DISCUSSION
The County of Santa Clara has an agreement with the City of Santa Clara to provide a Congregate Meals Program at the Santa Clara Senior Center, and annually/periodically/retroactively has issued amendments and/or new agreement(s) to supplement the Program based on available funding sources or to provide service level enhancements (Table 1). Actual amounts have varied over the course of the extended Contract periods.

On August 20, 2019, (RTC19-796) Council authorized the City Manager to approve an agreement effective July 1, 2019 through June 30, 2020, including four one-year extension options (Attachment 1). This provided an average of sixty-three (63) hot meals per day (249 days per year) for a total of 15,687 annual meals for eligible seniors and disabled individuals. Program expenditures, subject to the provisions of the contract, were in an amount not to exceed $111,221. In general, the City’s contribution to the program includes annual funding in the amount of approximately $24,000 from the Community Development Block Grant (CDBG) program, $3,445 from the General Fund, variable amounts of participant donations, and a volunteer match of 8-12 hours per day provided by 2 meal City of Santa Clara Printed on 6/2/2023Page 1 of 4
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23-652 Agenda Date: 6/6/2023
servers and 2 check-in staff.

On June 23, 2020, (RTC20-506) Council authorized the City Manager to execute the First Amendment to the Contract with the County for the Program which extended the term through June 30, 2021 (Attachment 2). This increased annual meals by 2,498 for a total of 17,112 meals per year and increased the contract for a total not to exceed $129,631.65 in FY2019-2020 and budgeted $110,774.16 for FY2020-2021, for a total Contract not to exceed $240,405.81.

On March 8, 2022, (RTC22-182) Council authorized the City Manager to execute the Second Amendment to the Contract with the County for the Program which extended the agreement through June 30, 2022 (Attachment 3). This provided 69 meals per day for a total of 17,112 per year and increased the contract in an amount not to exceed $121,324.08 in FY2021-2022, for a total Contract not to exceed $361,729.89.

On June 21, 2022 (RTC22-796) Council authorized the City Manager to execute an agreement with the County for COVID-19 Emergency Meals served from January 1, 2022 through June 30, 2022 (Attachment 4). The agreement provided additional funding in the amount of $56,000 only for FY 2021/22 to serve 40 additional meals average per day, increasing the total average from 69 to 109 meals per day, for an additional total of 5,000 meals to address continued pandemic impacts and food insecurity among greater numbers of eligible seniors.

Also on June 21, 2022, (RTC22-554) Council authorized the City Manager to execute a Third Amendment (Attachment 5) to the agreement with the County for the Program to provide $124,917.60 in FY2022/23 for a total not to exceed $486,647.49 to provide 69 meals per day on average for a total of 17,112 meals per year.

On June 6, 2023, Council will consider the County’s May 4, 2023 proposed Fourth Amendment (Attachment 6) to the Contract to provide additional County funding in the amount of $10,862.40, for a not-to-exceed amount of $135,780 in FY 2022/23 and a total not-to-exceed amount of $497,509.89.

This would add 1,488 meals to the City contract, increasing the daily average from 69 to 75 meals.

The City has consistently served more seniors on average over the course of the year than originally budgeted. The following table provides an overview of the original contract and subsequent adjustments.

Table 1 Senor Nutrition Program Summary
Document Contract/Amendment
Dates
Not to exceed
amount
Average Daily Meals
Contract 7/01/2019 to 6/30/2020$111,221.00 63
Amendment 1 7/01/2020 to 6/30/2021$240,405.81 69 (+6 retroactive) Amendment 2 7/01/2021 to 6/30/2022$361,729.89 69
Contract COVID 7/01/2022 to 6/30/2022+ $56,000 +40
Amendment 3 7/01/2022 to 6/30/2023$486,647.49 69
Amendment 4 7/01/2022 to 6/30/2023$497,509.89 75 (+6 retroactive) City of Santa Clara Printed on 6/2/2023Page 2 of 4
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23-652 Agenda Date: 6/6/2023
The Fourth Amendment also includes a Home and Community Based Services (HCBS) Infrastructure Improvement pass through grant in the amount of $27,022.

In the Spring of 2021, Meals on Wheels submitted an Advocacy Proposal to the State Legislature to support capacity and infrastructure improvement grants to senior nutrition programs. This resulted in $38 million in Statewide HCBS Senior Nutrition Infrastructure Funding under the Mello-Granlund Older Californians Act.

The City is being awarded a reimbursement grant in the amount of $27,022 for the purchase of qualified equipment (Exhibit C-5.1) approved by Sourcewise and the California Department of Aging for the City of Santa Clara Senior Center Program. This equipment includes: a two-door reach-in refrigerator, a roll-in refrigerator, a cold food drop in unit, a hot food drop in well unit, and a milk cooler. If the grant is accepted, the City will use existing available Program balance funds to complete the purchase and seek reimbursement afterward in accordance with the terms of the proposed amendment.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.

FISCAL IMPACT
The City’s Senior Nutrition Program revenues and appropriations have been included in the FY 2022/23 Operating Budget in the Parks and Recreation Operating Grant Trust Fund. The City pays $24,000 from Community Development Block Grant funds and 3,445, from the General Fund. The City also receives donations. The County funds the remaining cost of the program on a reimbursement basis. The requested budget amendments will increase the current FY 2022/23 budget appropriation by $10,862 and recognize and appropriate the HCBS grant of $27,022. The City has sufficient Program fund balance to complete the purchase prior to receipt of the reimbursement.

Budget Amendment
FY 2022/23
Current Increase/
(Decrease)
Revised
Parks and Recreation Operating
Grant Trust Fund
Revenues
Other Agencies Revenue $124,918 $37,884 $162,802
Expenditures
Senior Nutrition Program $153,363 $37,884 $191,247

COORDINATION
City of Santa Clara Printed on 6/2/2023Page 3 of 4
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23-652 Agenda Date: 6/6/2023
This report has been coordinated with the City Manager’s Office, City Attorney’s Office and Finance Department.

RECOMMENDATION

1. Authorize the City Manager to execute the Fourth Amendment to the Contract Between the County of Santa Clara and City of Santa Clara - Congregate Meals at the Santa Clara Senior Center for additional funding in the amount of $10,862.40, for a new not-to-exceed amount of $135,780 for FY 2022/23 and a total contract not-to-exceed amount of $497,509.89, in a final form approved by the City Attorney;

2. Accept and appropriate the Home and Community Based Services Senior Nutrition Infrastructure grant funding in an amount not-to-exceed $27,022 in a final form approved by the City Attorney; and

3. Approve the related FY 2022/23 budget amendment in the Parks and Recreation Operating Grant Trust Fund to increase the Other Agencies Revenue estimate and the Senior Nutrition Program by $37,884 (five affirmative Council votes required to appropriate additional revenue) .

Reviewed by: James Teixeira, Parks & Recreation Director Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. Contract with County of Santa Clara for Senior Nutrition Program

2. First Amendment

3. Second Amendment

4. Contract with County of Santa Clara for COVID-19 Emergency Meals

5. Third Amendment

6. Fourth Amendment - Proposed
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10/22/2019

CONTRACT BETWEEN THE COUNTY OF SANTA CLARA AND

CITY OF SANT A CLARA

1. This Contract is between the County of Santa Clara (henceforth, COUNTY) and City of Santa Clara (henceforth, CONTRACTOR) for the Senior Nutrition -Congregate Meals Program.

2. The parties agree to comply with the General Terms and Conditions contained in Articles 1-V of this Contract and provisions contained in Exhibit A: Program Provisions, Exhibit B: Program Plan & Requirements, Exhibit C: Budget, and Exhibit D: Logic Model which are attached hereto and incorporated herein by this reference and made a part of this Contract.

IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereby agree to the terms of this Contract.

COUNTY OF SANTA CLARA
DDocuSigned by:
~
1GDB?GADe?FG18L
Robert Menicocci, Director
Social Service Agency
Date: ----
_(f~?._,Yk
John \5. Mills
Deputy County Executive
D t 6/18/2019 ae: ___ _

APPROVED AS TO FORM AND LEGALITY
Javier Serrano, Deputy County Counsel
Date: 6/17 ;2019

Page 1 of 30 ends

CONTRACTOR
Dean Santana, City Manager
City of Santa Clara
Date: \o--7 -\'\
ATTWQ
Nora Pimentel, MMC
Date: J /J/ 9 / /f

APPROVED AS TO FORM
Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Contract General Terms and Conditions

1. TOTALITY OF CONTRACT
Article I
General Terms
This Agreement and its Appendices (if any) constitutes the final, complete and exclusive statement of the terms of the agreement between the parties. It incorporates and supersedes all the agreements, covenants and understandings between the parties concerning the subject matter hereof, and all such agreements, covenants and understandings have been merged Into this Agreement. No prior or contemporaneous agreement of understanding, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this Agreement.

2. AMENDMENTS
All amendments or modifications must be in writing and signed by authorized representatives of all contracting parties.

3. CONFLICTS OF INTEREST
a. CONTRACTOR shall comply, and require its subcontractors to comply, with all applicable (i) requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of Interest laws and regulations including, without limitation, California Government Code section 1090 et. seq., the California Political Reform Act (California Government Code section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et. seq.). Failure to do so constitutes a material breach of this Agreement and is grounds for Immediate termination of this Agreement by the COUNTY.
b. In accepting this Agreement, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or Indirect, financial or otherwise, which would conflict In any manner or degree with the performance of this Agreement. CONTRACTOR further covenants that, In the performance of this Agreement, it will not employ any CONTRACTOR or person having such an interest. CONTRACTOR, including but not limited to CONTRACTOR's employees and subcontractors, may be subject to the disclqsure and disqualification provisions of the California Political Reform Act of 197 4 (the "Act"), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating In making decisions that will foreseeably financially affect such Interests.
c. If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agreement, CONTRACTOR shall, upon execution of this Agreement, provide the COUNTY with the names, description of individual duties to be performed, and email addresses·of all Individuals, including but not limited to CONTRACTOR's employees, agents and subcontractors, that could be substantively involved in "making a governmental decision" or "serving in a staff capacity and in that capacity participating in making governmental decisions or performing duties that would be performed by an individual in a designated

Page 2 ends

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020

4. 5.

6. 7.
position," (2 CCR 18701 (a)(2}), as part of CONTRACTOR's service to the COUNTY under this Agreement. CONTRACTOR shall immediately notify the COUNTY of the names and email addresses of any additional individuals later assigned to provide such service to the COUNTY Linder this Agreement in such a capacity. CONTRACTOR shall Immediately notify the COUNTY of the names of individuals working in such a capacity who, during the course of the Agreement, end their service to the COUNTY.
d. If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agreement, CONTRACTOR shall ensure that all such individuals identified pursuant to this section understand that they are subject to the Act and shall conform to all requirements of the Act and other laws and regulations listed in subsection (A) including, as required, filing of Statements of Economic Interests within 30 days of commencing service pursuant to this Agreement, annually by April 1, and within 30 days of their termination of service pursuant to this Agreement. ·

APPLICABLE LAWS AND VENUE
This Contract has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of the State of California. In the event that suit is brought by either party, the parties agree that trial of such action shall be exclusively vested in a state court in the County of Santa Clara or, If federal jurisdiction is appropriate, in the United States District Court for the ·Northern District of California, San Jose, California.

SUBCONTRACTING AND ASSIGNABILITY
This Contract cannot be subcontracted or assigned without prior written approval of COUNTY. In the event of such approval, any sub-contract or assignment is subject to the same provisions for providing service as the Contract between COUNTY and CONTRACTOR. CONTRACTOR must monitor, evaluate, and account for the sub CONTRACTOR(s) services and operations. Any assignment of this Contract or sub contract entered into in violation of this provision by CONTRACTOR Is void and CONTRACTOR will be held legally responsible.

WAIVER
The waiver of any breach of the terms hereof, or of any default hereunder, is not deemed a waiver of any subsequent breach or default, whether of the same or similar nature, and does not affect the terms hereof. No waiver or modification is valid or binding unless In writing and signed by both parties.

INDEPENDENT CONTRACTOR STATUS
CONTRACTOR will perform all work and services described herein as an independent contractor and not as an officer, agent, servant, or employee of COUNTY. None of the provisions of this Contract is Intended to create, nor will be deemed or construed to create, any relationship between the parties other than that of independent parties contracting with each other for purpose of effecting the provisions of this Contract. The parties are not, and will not be construed to be in a relationship of joint venture, partnership, or employer-employee. Neither party has the authority to make any statements, representations, or commitments of any kind on behalf of the other party, or to use the name of the other party in any publications or advertisements, except with the written consent of the other party or as · is explicitly provided herein.

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Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020

8. CONTRACTOR is solely responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors, if any.

SEVERABILITY OF PROVISIONS
If any provision(s) of this Contract are held Invalid, the remainder of this Contract remains in force.

Article II
Fiscal Accountability and Requirements

1. AVAILABILITY AND SUBSTITUTION OF FUNDS

2. 3.

4. a. Notwithstanding any provision herein, this Contract is valid and enforceable only if sufficient funds are available. In the event of reduction, suspension, discontinuance, or other unavailability of funds, COUNTY unilaterally may take appropriate actions including, but not limited to, reducing existing service authorization, immediate termination of the Contract, or reducing the maximum dollar amount of this Contract with no liability occurring to the COUNTY. b. The COUNTY may substitute State or Federal funds for funds appropriated by the Board of Supervisors for payments to be made pursuant to this Contract.

CONTRACTOR will then be bound by the requirements of any State or Federal grant contracts, statutes, regulations, guidelines, or directives associated with the funds.

COMPENSATION TO CONTRACTOR
Compensation method shall be fee for service with a quarterly reconciliation to actual costs.

DISALLOWED COSTS
a. CONTRACTOR is liable for any funds expended that are not in accordance with this Contract, including, but not limited to, disallowed costs, violation, and/or default of Contract. CONTRACTOR will repay COUNTY disallowed costs, violation and/or default amounts within ninety (90) days of discovery of these costs. This provision survives the termination of this Contract.
b. If funding under this Contract are from Federal sources, such funds may not be used by CONTRACTOR, either directly or indirectly, as a contribution for the purpose of obtaining any Federal funds under any Federal programs. An indirect use of such funds to match Federal funds is defin.ed as: "the allocation by CONTRACTOR of funds received under this Contract to a non-matching expenditure, thereby releasing or displacing other of its funds for the purpose of matching Federal funds."

FINANCIAL RECORDS
a. CONTRACTOR will establish and maintain a system of financial controls and accounting in conformance with Generally Accepted Accounting Principles (GAAP).
b. CONTRACTOR must maintain accurate and complete financial records of all costs and operating expenses in connection with this Contract including, but not limited to subcontracts, invoices, timecards, cash receipts, vouchers, canceled checks, bank Statements, and other official documentation indicating in proper detail the Page4 of30
Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
nature and propriety of all costs incurred, and reimbursed by COUNTY. c. The financial records must show that funds received under this Contract are used for purposes consistent with the terms of this Contract. · Article Ill
Reporting, Records, Audit, Evaluations, and Termination

1. INSPECTION AND AUDIT

2. a. All records, books, reports, and documentation maintained by CONTRACTOR pursuant to this Contract, or related to the CONTRACTOR's activities and expenditures under this Contract, will be open for inspection and audit by Federal, State, and County officials, or their agents, upon demand at reasonable times.

Such records must be kept in the State of California for the retention period specified In this Contract. This provision survives the termination of this contract. b. CONTRACTOR will provide the Federal, State, or County officials, or their agents' reasonable access, through representatives of CONTRACTOR, to facilities, records, clients, and employees that are used in conjunction with the provision of contract services, except where prohibited by Federal or State laws, regulations or rules.
c. CONTRACTOR must submit to COUNTY audited financial reports conducted by an Independent certified public accountant no later than four ( 4) months after the end of the last month of the contract term, indicating that reported costs are actual, reasonable, necessary, allowable, and computed in accordance with GAAP and provisions stipulated in this Contract. In addition, the CONTRACTOR must submit any management letters or management advisory letters that apply to the CONTRACTOR's agency audit. COUNTY has the discretion to only require an audit report every two (2) years.
d. COUNTY may elect to accept an audit report in accordance with GAAP conducted to meet compliance requirements of other funding entities In the event all of the above provisions are met.

REPORTING REQUIREMENTS
a. CONTRACTOR must maintain complete and accurate records of its operation, including any and all records required by COUNTY relating to matters covered by this Contract, including, but not limited to, financial records, supporting documents, client statistical records, personnel and all other pe.rtinent records. COUNTY may receive copies of any and all such records upon request. b. CONTRACTOR must submit to COUNTY a compensation claim on forms approved by COUNTY Social Services Agency, as outlined in Article II. c. CONTRACTOR must assist COUNTY in meeting COUNTY's reporting requirements to the State and other agencies with respect to CONTRACTOR's work hereunder. This cooperation includes assisting COUNTY to prepare evaluations required by the State or Federal governments regarding services provided by CONTRACTOR under this Contract. CONTRACTOR must submit to COUNTY any and all reports that may be required by COUNTY concerning

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Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
CONTRACTOR's performance under this Contract.
d. Upon COUNTY's request, CONTRACTOR must provide COUNTY evidence of CONTRACTOR's capacity to perform under this Contract, its compliance with applicable statutes and regulations, and its compliance with the terms and conditions of this Contract.
e. All records, books, reports and documentation must be retained in the State of California by CONTRACTOR for four (4) years after termination of this Contract; or until all Federal, State and County audits are completed; or until all disputes, litigation, or claims are resolved; whichever is later. All such records, books, reports and documentation must be transmitted to the. COUNTY of Santa Clara, Social Services Agency in the event that CONTRACTOR goes out of business during the period in which records are required to be maintained. This provision survives the termination of this contract.
f. CONTRACTOR must within 30 calendar days advise the COUNTY of 1) the issuance of any legal complaint by an enforcement agency, or any enforcement proceedings by any Federal, State or local agency for alleged violations of Federal, State or local rules, regulations or laws, and/or 2) the issuance of citations, court findings or administrative findings for violations of applicable Federal, State or local rules, regulations or laws. ·
g. Contractor guarantees that it, its employees, contractors, subcontractors or agents are not suspended or debarred from receiving Federal fund as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs Issued by the Federal General Services Administration (https://www.sam.gov/).

CONTRACTOR must within 30 calendar days advise the COUNTY if it, its employees, contractors, subcontractors or agents become suspended or debarred from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued· by the Federal General Services Administration during the term of this Agreement.

3. RESPONSIBILITY FOR AUDIT EXCEPTIONS
CONTRACTOR accepts responsibility for receiving, replying to, and complying with any audit exceptions by appropriate Federal, State, or County, audit agencies.

4. MONITORING AND EVALUATION
a. COUNTY's Social Services Agency will monitor the work performed and financial operations conducted under this Contract to determine.whether CONTRACTOR's operation conforms to County policy, Federal and State statutes and regulations, and to the terms of this Contract.
b. COUNTY may conduct participant interviews to determine program compliance. c. CONTRACTOR agrees to participate in and cooperate with studies and surveys COUNTY deems necessary to meet its monitoring and evaluation responsibility. d. CONTRACTOR must furnish all data, Statements, records, information, and reports necessary for COUNTY to monitor, review, and evaluate the performance of the program and its components. Performance evaluations will examine the

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Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
following five factors: 1) fiscal accountability; 2) completion of work within a given time frame; 3) ability and effort to meet the performance criteria; 4) quality of services; and 5) a recommendation for future contracting with the contractor. e. If, in the course of monitoring and evaluation, COUNTY discovers any practice, procedure or P.Olicy of CONTRACTOR that deviates from the terms of this Contract; that violates State or Federal statutes or regulations; that threatens the success of the program carried on pursuant to this Contract, or that jeopardizes the fiscal integrity of said program, COUNTY may impose reasonable funding restrictions upon notice specifying the nature of the restrictions(s), reasons for Imposition, the corrective action that must be taken before they will be removed, time allowed for completing the corrective action, and method of requesting reconsideration.
f. CONTRACTOR must respond in writing to any discrepancies, violations, or deficiencies identified by COUNTY within ten (10) days.

5. CORRECTIVE ACTION PROCEDURE
a. Upon receipt by COUNTY of information regarding a failure by CONTRACTOR to comply with any provision of this Contract, COUNTY has the right to forward to CONTRACTOR a notice of COUNTY's intent to consider corrective action to enforce compliance with such provision. Such notice will indicate the nature of the issue, or Issues, to be reviewed In determining the need for corrective action.

CONTRACTOR may have the opportunity to respond or participate in formulating the corrective action recommendation. COUNTY has the right to require the presence of CONTRACTOR's officer(s) or employee(s) at any hearing or meeting called for the purpose of considering corrective action. b. After issuing such notice, and after considering CONTRACTOR's response, if any, COUNTY may forward to CONTRACTOR a set of specific corrective actions recommended and a timetable for implementing the specified corrective actions recommended. Following implementation of the corrective actions, CONTRACTOR will forward to COUNTY, within the time specified by COUNTY, any verification required by COUNTY regarding the corrective actions. c. In the event CONTRACTOR does not implement the corrective actions recommended in accordance with the corrective actions timetable, COUNTY may suspend payments hereunder or immediately terminate this Contract without further notice to CONTRACTOR.

6. TERMINATION
a. Termination for Convenience
COUNTY and/or CONTRACTOR may request a termination of convenience (without cause)·by notifying the other party in writing 30 days prior to the effective date of termination.
b. Termination for Cause
COUNTY may, at any time, elect to suspend or terminate this Contract or withhold payments to CONTRACTOR, in whole or in part, for cause, by giving written notice specifying the effective date and scope of such termination. Cause includes, but is not limited to the following:

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Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
i. CONTRACTOR failure to comply with any contract provision; ii. CONTRACTOR fails to meet the performance criteria of this Contract; Iii. COUNTY deems CONTRACTOR's performanc~ unsatisfactory. iv. Litigation is pending with respect to the CONTRACTOR's performance under this Contract that may jeopardize or adversely affect services; v. CONTRACTOR is the subject of a voluntary or involuntary proceeding under the Bankruptcy Act;
vi. CONTRACTOR submits to COUNTY any reports that are incorrect or incomplete in any material respect, or fails to file timely reports; or, vii. CONTRACTOR is suspended or debarred from receiving Federal funds as listed In the List of Parties Excluded from Federal Procurement or Non procurement Programs issued by the General Services Administration. c. Terminations
In the event of any termination, all finished or unfinished documents, data~ studies, reports, and materials (Materials) prepared by the CONTRACTOR under this Contract becomes the property of the COUNTY and will be promptly delivered to the COUNTY. Upon termination, the CONTRACTOR may make and retain a copy of such Materials. CONTRACTOR may be compensated based on the completion of services provided, as solely and reasonably determined by COUNTY.

7. NON-EXCLUSIVE REMEDIES
The remedies listed in this Contract are non-exclusive, and COUNTY retains all other rights and remedies it may have under general law, including the right to terminate the Contract immediately without advance notice if CONTRACTOR becomes unable to perform its obligations under this Contract.

Article IV
Statutes, Regulations, and Policies

1. COMPLIANCE WITH STATUTES AND REGULATIONS
a. CONTRACTOR will comply with all Federal, State and local statues, laws, rules, regulations, codes, and ordinances, (Laws) effective at the inception of the Contract and that become effective during the Term of this Contract relating to its performance under this Contract. To the extent that Laws are in conflict with provisions of this Qontract, the Laws prevail. CONTRACTOR will also provide services under the Contract in accordance with the resolutions, policies, procedures, directives and guidelines issued by the COUNTY Board of Supervisors or the Social Services Agency.
b. CONTRACTOR will comply with all applicable subsequent amended or added Federal, State, and local Laws and execute amendments necessary to Implement such Laws.
c. CONTRACTOR recognizes the mandatory standards and policies relating to energy efficiency in the State energy conservation plan (Title 24, California Administrative Code).
d. For Contracts over $100,000 CONTRACTOR will comply with all applicable

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Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 U.S. Code 1857 (h)), Section 508 of the Clean Water Act (33 U.S. Code 1368), Executive Order 11738, and Environmental Protection Agency regulations ( 40 CFR Part 15).
e. CONTRACTOR must establish procedures assuring that any person's complaints and grievances against CONTRACTOR regarding the delivery of services under this Contract are promptly addressed and fairly resolved.

2. NONDISCRIMINATION OF EMPLOYMENT
a. CONTRACTOR shall comply with all applicable Federal, State, and local laws and regulations including Santa Clara County's policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title ~II of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504 ); California Fair Employment and Housing Act (Government Code sections 12900 et seq.); and California Labor Code sections 1101 and 1102. b. For Contracts over $10,000 CONTRACTOR agrees to comply with Executive Order 11246, entitled "Equal Employment Opportunity'" as amended by Executive Order 11375 and as supplemented in Department of Labor regulations ( 41 CFP Part 60).
c. During the performance of this Contract, CONTRACTOR and its SUBCONTRACTORS must not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of:
i. Age (40 and above),
ii. Ancestry,
iii. Color,
iv. Disability (Mental and Physical) including HIV and AIDS, v. Ethnic Group Identification,
vi. Family and Medical Care Leave,
vii. Marital Status,
viii. Medical Condition (cancer/genetic characteristics), ix. National Origin,
x. Pregnancy Disability Leave,
xi. Political Belief,
xii. Race,
xiii. Reasonable Accommodation,
xiv. Religious Creed,
xv. Sex/Gen.der, or
xvi. Sexual Orientation.
d. CONTRACTOR and SUBCONTRACTORS ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.
e. CONTRACTOR and SUBCONTRACTORS comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulation promulgated hereunder (California Code Regulations, Title

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Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020

3. 4.
2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990 (a)- (f), are incorporated into this Contract by reference and made a part hereof as if set forth in full (California code Regulations, Title 2, Section 7285.0 et seq.). f. CONTRACTOR and its SUBCONTRACTORS will give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
g. CONTRACTOR must include the non:.discrimination and compliance provisions of this clause in all SUBCONTRACTS to perform work under this Contract.

NONDISCRIMINATION OF SERVICES
a. CONTRACTOR ensures that services provided under this Contract are nondiscriminatory and that no person is denied ~ervices or subjected to discrimination under any program or activity because of:
i. Age (40 and above},
ii. Ancestry,
iii. Color,
iv. Disability (Mental and Physical} including HIV and AIDS, v. Ethnic Group Identification,
vi. Marital Status,
vii. Medical Condition {cancer/genetic characteristics}, viii. National Origin,
ix. Political Belief,
x. Race,
xi. Reasonable Accommodation, .
xii. Religious Creed,
xiii. Sex/Gender, or
xiv. Sexual Orientation.
b. CONTRACTOR may exclude an individual or group when the services of a program are restricted to a specific class of individuals or group and included as a provision of this Contract.
c. CONTRACTOR ensures that its appropriate personnel involved in providing services are educated regarding AIDS and HIV infection.

CONFIDENTIALITY
a. CONTRACTOR must require its employees and all persons performing services at its direction to comply with the provisions of Sections 827 and 10850 et seq. of the Welfare and Institutions Code {WIC) and Califo~nia Department of Social Services (COSS) Manual of Policies and Procedures, Division 19 Regulations. i. All applications and records concerning any individual receiving services pursuant to this contract are confidential and are not open to examination for any purpose not directly connected with the administration, performance compliance, monitoring or auditing of the program.
ii. No person may publish, disclose, use, or permit or cause to be published or

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Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
disclosed; any confidential information pertaining to services, except as is provided by law.
b. Upon the disclosure of confidential information, inadvertent or otherwise, the COUNTY may terminate this contract immediately and take legal action against CONTRACTOR. Any person who knowingly and intentionally violates the provisions Stated above is guilty of a misdemeanor and the COUNTY intends to prosecute such violators to the full extent of the law. c. CONTRACTOR will inform all employees, agents, officers, and all persons performing services at its direction of the above provisions. All provisions of Article IV, Section 4 survive the termination of this Contract.

5. ASSIGNMENT OF CLAYTON ACT, CARTWRIGHT ACT CLAIMS
CONTRACTOR hereby assigns to the COUNTY all rights, title, and interest In and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the CONTRACTOR for sale to the COUNTY pursuant to this Contract.

6. COUNTY NO-SMOKING POLICY
CONTRACTOR and its employees, agents and subcontractors, shall comply with the COUNTY's No-Smoking Policy, as set forth in the Board of Supervisors Policy Manual Section 3.47 (as amended from time to time}, which prohibits smoking: (1) at the Santa Clara Valley Medical Center Campus and all COUNTY-owned and operated health facilities, (2) within 30 feet surrounding COUNTY-owned buildings and leased buildings where the COUNTY is the sole occupant, and (3) in all COUNTY vehicles.

7. FOOD AND BEVERAGE STANDARDS
a. Except in the ev.ent of an emergency or medical necessity, the following nutritional standards shall apply to any foods and/or beverages purchased by CONTRACTOR with COUNTY funds for COUNTY-sponsored meetings or events. b. If food is to be provided, healthier food options must be offered. "Healthier food options" include (1) fruits, vegetables, whole grains, and low fat and low calorie foods; (2) minimally processed foods without added sugar and with low sodium; (3) foods prepared using healthy cooking techniques; and (4) foods with less than

0.5 grams of trans fat per serving. Whenever possible, CONTRACTOR shall (1) offer seasonal and local produce; (2) serve fruit. instead of sugary, high calorie desserts; (3) attempt to accommodate special, dietary and cultural needs; and (4) post nutritional information and/or a list of ingredients for items served. If meals are to be provided, a vegetarian option shall be provided, and the CONTRACTOR should consider providing a vegan option. If pr~-packaged snack foods are provided, the items shall contain: (1) no more than 35% of calories from fat, unless the snack food items consist solely of nuts or seeds; (2) no more than 10% of calories from saturated fat; (3) zero trans fat; ( 4) no more than 35% of total weight from sugar and caloric sweeteners, except for fruits and vegetables with no added sweeteners or fats; and (5) no more than 360 mg of sodium per serving.

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Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
c. If beverages are to be provided, beverages that meet the COUNTY's nutritional criteria are (1) water with no caloric sweeteners; (2) unsweetened coffee or tea, provided that sugar and sugar substitutes may be provided as condiments; (3) unsweetened, unflavored, reduced fat (either nonfat or 1% low fat) dairy milk; (4) plant-derived milk (e.g., soy. milk, rice milk, and almond milk) with no more than 130 calories per 8 ounce serving; (5) 100% fruit or vegetable juice (limited to a maximum of 8 ounces per container); and (6) other low-calorie beverages (including tea and/or diet soda) that do not exceed 40 calories per 8 ounce serving.

Sugar-sweetened beverages shall not be provided.

8. CONTRACTING PRINCIPLES .

CONTRACTOR agrees to comply with the COUNTY's Contracting Principles set forth in the Board Policy Manual. The Contracting Principles require, among other things, that CONTRACTOR be a fiscally responsible entity and treat its employees fairly.

CONTRACTOR Is also required to (1) comply with all applicable federal, state and local rules, regulations and laws; (2) maintain financial records, and make those records available.upon request; (3) provide to the COUN:rY copies of any financial audits that have been completed during the term of the contract; and (4) upon the COUNTY's request, provide the COUNTY reasonable access, through representatives of the CONTRACTOR, to facilities, financial and employee records that are related to the purpose of the contract, except where prohibited by federal or state laws, regulations or rules. Refer to:
https://www.sccgov.org/sites/scc/Documents/Type _1_ or_ Type _11_ Contractors.pdf

9. THIRD PARTY BENEFICIARIES
This agreement does not, and is not intended to confer ar:iy rights or remedies upon any person or entity other than the parties.

10. MAINTENANCE OF SOFTWARE
If CONTRACTOR is provided with "remote access", defined as the act of connecting to a COUNTY attached information technology system from a non-county attached system through a publiG network, CONTRACTOR will maintain and use its non-county system, hardware, and software in compliance with COUNTY standards and policies set by the COUNTY Information Services Department.

11. CONTRACT EXECUTION
Unless otherwise prohibited by law or County policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term "ELECTRONIC COPY OF A SIGNED CONTRACT" refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable· document format. The term "ELECTRONICALLY SIGNED CONTRACT" means a contract that is executed by applying an electronic signature using technology approved by the COUNTY.

12. COMPLIANCE WITH ALL LAWS, INCLUDING NONDISCRMINATION, EQUAL

OPPORTUNITY, AND WAGE THEFT PREVENTION
a. Compliance with All Laws. Contractor shall comply with all applicable Federal, State, and local laws, regulations, rules, and policies (collectively, "Laws"), including but not limited to the non-discrimination, equal opportunity, and wage and hour Laws referenced in the paragraphs below.

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Contract between the County of Santa Clara Social Services Agency and City of Santa Clara ·
FY2020
b. Compliance with' Non-Discrimination and Equal Opportunity Laws: Contractor shall comply with all applicable Laws concerning nondiscrimination and equal opportunity in employment and contracting, including but not limited to the following: Santa Clara County's policies for contraGtors on nondiscrimination and equal opportunity; Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967; the Rehabilitation Act of 1973 (Sections 503 and 504 ); the Equal Pay Act of 1963; California Fair Employment and Housing Act (Government Code sections 12900 et seq.); California Labor Code sections 1101, 1102, and 1197 .5; and the Genetic Information Nondiscrimination Act of 2008. In addition to the foregoing, Contractor shall not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex, gender Identity, gender expression, sexual orienta~ion, mental disability, physical disability, medical condition, political belief, organizational affiliation, or marital status in the recruitment, selection for training (including but not limited to apprenticeship), hiring, employment, assignment, promotion, layoff, rates of pay or other forms of compensation. Nor shall Contractor discriminate In the provision of services provided under this contract because of age, race, color, national origin, ancestry, religi9n, sex, gender identity, gender ·expression, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status.
c. Compliance with Wage and Hour Laws: Contractor shall comply with all applicable wage and hour Laws, which may include but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code, and, if applicable, any local Minimum Wage, Prevailing Wage, or Living Wage laws.
d. Definitions: For purposes of this Section, the following definitions shall apply. A "Final Judgment" shall mean a judgment, decision, determination, or order (a) which is issued by a court of law, an investigatory government agency authorized by law to enforce an applicable Law, an arbiter, or arbitration panel and (b) for which all appeals have been exhausted or the time period to appeal has expired.

For pay equity Laws, relevant investigatory government agencies include the federal Equal Employment Opportunity Commission, the California Division of Labor Standards Enforcement, arid the California Department of Fair Employment and Housing. Violation of a pay equity Law shall mean unlawful discrimination in compensation on the basis of an individual's sex, gender, gender Identity, gender expression, sexual orientation, race, color, ethnicity, or national origin under Title VII of the Civil Rights Act of 1964 as amended, the Equal Pay Act of 1963, California Fair Employment and Housing Act, or California Labor Code section 1197.5, as applicable. For wage and hour Laws, relevant investigatory government agencies include the federal Department of Labor, the California Division of Labor Standards Enforcement, and the City of San Jose's Office of Equality Assurance. e. Prior Judgments, Decisions or Orders against Contractor: BY SIGNING THIS

AGREEMENT, CONTRACTOR AFFIRMS THAT IT HAS DISCLOSED ANY FINAL

JUDGMENTS THAT (A) WERE ISSUED IN THE FIVE YEARS PRIOR TO

EXECUTING THIS AGREEMENT BY A COURT, ANINVESTIGATORY

GOVERNMENT AGENCY, ARBITER, OR ARBITRATION PANEL AND (B)

FOUND THAT CONTRACTOR VIOLATED AN APPLICABLE WAGE AND HOUR , Page 13 of 30
Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
LAW OR PAY EQUITY LAW. CONTRACTOR FURTHER AFFIRMS THAT IT HAS

SATISFIED AND COMPLIED WITH-OR HAS REACHED AGREEMENT WITH

THE COUNTY REGARDING THE MANNER IN WHICH IT WILL SATISFY-ANY SUCH FINAL JUDGMENTS, DECISIONS, DETERMINATIONS, OR ORDERS. f. Violations of Wage ·and Hour Laws or Pay Equity Laws During Term of Contract:

If at any time during the term of this Agreement, Contractor receives a Final Judgment rendered against It for violation of an applicable wage and hour Law or pay equity Law, then Contractor shall promptly satisfy .and comply with any such Final Judgment. Contractor shall inform the Office of the County Executive-Office of Countywide Contracting Management (OCCM) of any relevant Final Judgment against it within 30 days of the Final Judgment becoming final or of learning of the Final Judgment, whichever is later. Contractor shall also provide any documentary evidence of compliance with the Final Judgment within 5 days of satisfying the Final Judgment. Any notice required by this paragraph shall be addressed to the Office of the County Executive-OCCM at 70 W. Hedding Street, East Wing, 11th Floor, San Jose, CA 95110. Notice provisions in this paragraph are separate from any other notice provisions in this Contract and, accorqingly, only notice provided to the Office of the County Executive-OCCM satisfies the notice requirements in this paragraph.
g. Access to Records Concerning Compliance with Pay Equity Laws: In addition to and notwithstanding any other provision of this Contract concerning access to Contractor's record_s, Contractor shall permit the County and/or its authorized representatives to audit and review records related to compliance with applicable pay equity Laws. Upon the County's request, Contractor shall provide the County with access to any and all facilities and records, including but not limited to financial and employee records, that are related to the purpose of this Section, except where prohibited by federal or state laws, regulations or rules. County's access to such records and facilities shall be permitted at any time during Contractor's normal business hours upon no less than 10 business days' advance notice. h. Pay Equity Notification: Contractor shall (1) at least once in the first year of this Contract and annually thereafter, provide each of its employees working in California and each person applying to Contractor for a job in California (collectively, "Employees and Job Applicants") with an electronic or paper copy of any applicable pay equity Laws, or (2) throughout the term of this Agreement, continuously post an electronic copy of all applicable pay equity Laws in conspicuous places accessible to all of Contractor's Employees and Job Applicants.
i. Material Breach: Failure to comply with any part of this Section shall constitute a material breach of this Agreement. In the event of such a breach, the County may, in its discretion, exercise any or all remedies available under this Contract and at law. County may, among other things, take any or all of the following actions:
ii. Suspend or terminate any or all parts of this Agreement. iii. Withhold payment to Contractor until full satisfaction of a Final Judgment concerning violation of an applicable wage and hour Law or pay equity Law. iv. Offer Contractor an opportunity to cure the breach.

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Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
i. Subcontractors: Contractor shall impose all of the requirements set forth in this Section on any subcontractors permitted to perform work under this Agreement.

This includes ensuring that any subcontractor re_ceiving a Final Judgment for violation of an applicable Law promptly satisfies and complies with such Final Judgment.

13. LIVING WAGE {If Applicable)·
Unless otherwise exempted or prohibited by law or County policy, where applicable, Contractors that c~:mtract with the County to provide Direct Services developed pursuant to a formal Request for Proposals process, as defined in County of Santa Clara Ordinance Code Division B36 ("Division B36") and Board Policy section 5.5.5.5 ("Living Wage Policy"), and their subcontractors, where the contract value is $100,000 or more ("Direct Services Contract"), must comply with Division B36 and the Living Wage Polley and compensate their employees in accordance with Division B36 and the Living Wage Policy. Compliance and compensation for purposes of this provision includes, but is not limited to, components relating to fair compensation, earned sick leave, paid jury duty, fair workweek, worker retention, fair chance hiring, targeted hiring, local hiring, protection from retaliation, and labor peace. If Contractor and/or a subcontractor violate this provision, the Board of Supervisors or its designee may, at its sole discretion, take responsive actions Including, but not limited to, the following:
a. Suspend, modify, or terminate the Direct Services Contract. b. Require the Contractor and/or Subcontractor to comply with an appropriate remediation plan developed by the County.
c. Waive all or part of Division B36 or the Living WaQe Policy.

This provision shall not be construed to limit an employee's rights to bring any legal action for violation of the employee's rights under Division B36 or any other applicable law. Further, this provision does not confer any rights upon any person or entity other than the Board of Supervisors or its designee to bring any action seeking the cancellation or suspension of a County contract. By entering into this contract, Contractor certifies that it is currently complying with Division B36 and the Living Wage Policy with respect to applicable contracts, and warrants that it will continue to comply with Division B36 and the Living Wage Policy with respect to applicable contracts.

14. COUNTY DATA & ·coNFIDENTIALITY
a. "COUNTY Data" shall mean data and information received by Contractor from COUNTY. As between Contractor and COUNTY, all COUNTY Data shall remain the property of COUNTY. Contractor shall not acquire any ownership Interest in the COUNTY Data. Contractor shall not, without COUNTY's written permission consent, use or disclose the COUNTY Data other than in performance of its obligations under this MOU. Contractor shall be responsible for establishing and maintaining an information security program that is designed to ensure the security and confidentiality of COUNTY Data; protect against any anticipated threats or hazards to the security or Integrity of COUNTY Data, protect against unauthorized access to or use of COUNTY Data that could result in substantial harm or inconvenience to COUNTY or any end user; and ensure the proper disposal of COUNTY Data upon termination of this contract. Contractor shall take appropriate action to address any incident or unauthorized access to COUNTY Data, including

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Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
addressing and/or remedying the Issue that result in $UCh unauthorized access, notifying COUNTY as soon as possible of any incident of unauthorized access to COUNTY Data, or any other breach in Contractor's security that materially affects COUNTY or end users; and be responsible for ensuring compliance by Its officers, employees, agents, and subcontractors with the confidentiality provisions herein.

Should confidential and/or legally protected COUNTY Data be divulged to unauthorized third parties, contract shall comply with all applicable Federal and State laws and regulations, including but not limited to California Civil Code Sections 1798.29 and 1798.82 at Contractor's sole expense (if applicable}.

Contractor shall not charge COUNTY for any expense associated with Contractor's compliance with the obligations set forth In this section:
b. Contractor must require its employees and all persons performing services at its direction to comply with all applicablE:l privacy laws and regulations, including but not limited to the provisions of Sections 827 and 10850 et seq. of the Welfare and Institutions Code (WIC} and California Department of Social Services (COSS) Manual of Policies and Procedures, Division 19 Regulations. c. Upon the disclosure of confidential information, inadvertent or otherwise, the COUNTY may terminate this contract immediately anCiJ take legal action against Contractor. Any person who knowingly and Intentionally violates the provisions stated above is guilty of a misdemeanor and the COUNTY intends to prosecute such violators to the full extent of the law.
d. Contractor will inform all employees, agents, officers, and all persons performing services at its direct1on of the above provisions. All provisions of Article IV, Section 3 survive the termination of this contract.

Indemnity
Article V

INSURANCE REQUIREMENTS FOR
STANDARD CONTRACTS ABOVE $100,000
The Contractor shall indemnify, defend, and hold harmless the County of Santa Clara (hereinafter "County''), its officers, agents and employees from any claim, liability, loss, Injury or damage arising out of, or in connection with, performance of this Contract by Contractor and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County.

It is the intent of the parties to this Contract to provide the broadest possible coverage for the County. The Contractor shall reimburse the County for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor contests Its obligation to Indemnify, defend and/or hold harmless the County under this Contract and does not prevail in that contest.

Insurance
Without limiting the Contractor's indemnification of the County, the Contractor shall provide and maintain at its own expense, during the term of this Agreement, or as may be further required herein, the following insurance coverages and provisions:

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Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
A. Evidence of Coverage
Prior to commencement of this Agreement, the Contractor shall provide a Certificate of Insurance certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request.

This verification of coverage shall be sent to the requesting County department, unless otherwise directed. The Contractor shall not .receive a Notice to Proceed with the work under the Contract until it has obtained all insurance required and such insurance has been approved by the County. This approval of insurance shall neither relieve nor decrease the liability of tlie Contractor.

B. Qualifying Insurers
All coverages, except surety, shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A- V, according to the current Best's Key Rating Guide or a company of equal financial stability that is approved by the County's Insurance Manager.

C. Notice of Cancellation
All coverage as required herein shall not be canceled or changed so as to no longer meet the specifiea County insurance requirements without 30 days' prior written notice of such cancellation or change being delivered to the County of Santa Clara or their designated agent.

D. Insurance Required

1. 2.

Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows:
a. Each occurrence - $1,000,000
b. General aggregate - $2,000,000
c. Products/Completed Operations aggregate - $2,000,000 d. Personal Injury - $1,000,000
General liability coverage shall include:
a. Premises and Operations
b. Products/Completed
c. Pers<;mal Injury liability
d. Severability of interest

3. General liability coverage shall include the following endorsement, a copy of which shall be provided to the County:

Page 17 ends

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020

4. Additional Insured Endorsement, which shall read:
"County of Santa Clara, and members of the Board of
Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara, individually and collectively, as additi~nal insureds."
Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not contributing with Insurance provided under this policy. Public Entities may also be added to the additional insured endorsement as applicable and the contractor shall be notified by the contracting department of these requirements.

Automobile Liability Insurance
For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. 4a. Aircraft/Watercraft Liability Insurance (Required if Contractor or any of its agents or subcontractors will operate aircraft or watercraft In the scope of the Agreement)
For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired aircraft/watercraft.

5. Workers' Compensation and Employer's Liability Insurance a. Statutory California Workers' Compensation coverage including broad form all-states coverage.
b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence.

E. Special Provisions
The following provisions shall apply to this Agreement:

1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the County or its insurance consultant(s) are not intended to and shall not in any manner limit orqualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to the provisions concerning indemnification.

2. The County acknowledges that some insurance requirements contained in this Contract may be fulfilled by self-insurance on the part of the Contractor.

Page 18 ends

Contract between the County of Santa Clara Social Seivlces Agency and City of Santa Clara
FY2020
However, this shall not in any way limit liabilities assumed by the Contractor under this Agreement. Any self-insurance shall be approved in writing by the County upon satisfactory evidence of financial capacity. Contractors obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance programs or self-insurance retentions.

3. Should any of the work under this Contract be sublet, the Contractor shall require each of its subcontractors of any tier to carry the aforementioned coverages, or Contractor may insure subcontractors under its own policies.

4. The County reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above.

F. Fidelity Bonds (Required only if contractor will be receiving advanced funds or payments) Before receiving compensation under this Agreement, Contractor will furnish County with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Agreement, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the County cited herein. If such bond is canceled or reduced, Contractor will_ notify County immediately, and County may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Agreement, at the option of County.
. Page 19 of30
Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit A: Program Provisions
Agency: City of Santa Clara
Program Name: Senior Nutrition Program -Congregate Meals This is a contract between the County of Santa Clara (COUNTY) and the (CONTRACTOR) for the purpose of providing meals for persons 60 years of age and older, funded by the following source: authorized by the Older Americans Act of 1965, as amended, P.L. 89-73; U.S.C. Section 3000 et seq., and all amendments, rules, and regulations pertaining thereto.

1. TERM OF CONTRACT
The term begins on July 1, 2019, and expires on June 30, 2020, unless terminated earlier or otherwise amended; with four one-year extension options.

2. MAXIMUM FINANCIAL OBLIGATION
COUNTY will reimburse CONTRACTOR actual allowable expenditures subject to the provisions of this Contract, for a total not to exceed $111,220.83 in FY2019- 2~0. .

3. BUDGET CONTINGENCY
This Contract is contingent upon the appropriation of sufficient funding by the COUNTY for the services covered by this Contract. Notwithstanding the termination provisions set forth herein, if funding is reduced or depleted by the County for services covered by this Contract, the COUNTY has the option to either terminate this Contract without notice (except that is necessary to transition clients in the discretion of the County) and with no liability occurring to the County, or to offer an amendment to this Contract indicating the reduced amount.

4. FEE FOR SERVICE CONTRACT
a. CONTRACTOR will be paid by COUNTY in accordance with Exhibit A Program Provisions, Exhibit B: Program Plan & Requirements, Exhibit C: Budget, and Exhibit D: Logic Model, for the performance of services as outlined in this Contract up to the maximum compensation. ·
i. For Non-Profit Agencies, 0MB Circular A-122.
ii. For Local Governments, 0MB Circular A-87.
iii. For Public and Nonprofit Institutions of Higher Education, 0MB Circular A-121.
iv. For Profit Making Organization, 41 CFR Part 1.
b. If CONTRACTOR provides any tasks, deliverables, goods, services, or other work, other than as specified in this Contract, the same will be deemed to be a gratuitous effort on the part of the CONTRACTOR, and the CONTRACTOR will have no claim whatsoever against COUNTY.
c. CONTRACTOR must participate in a quarterly reconciliation process. During the reconciliation process all funds awarded to CONTRACTOR must be reconciled to the costs incurred and to the remaining cash, if any. Quarterly reconciliations must be -submitted with the corresponding monthly invoice.

During each reconciliation, all funds paid to CONTRACTOR under its fee for service claims must be reconciled to the actual cost$ incurred by the contractor

Page 20 ends

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit A: Program Provisions
and the remaining cash, if any. This provision survives the termination of this Contract.
d. CONTRACTOR must participate in a closeout period at the end of the COUNTY funding period. During the closeout period all funds awarded to CONTRACTOR must be reconciled to the costs incurred and to the remaining cash, if any. A closeout packet will be provided to CONTRACTOR by COUNTY at the end of the funding period and is due within forty-five ( 45) days thereafter.

If actual cost of providing services based on Unit Cost per meal is less than the amount reimbursed by COUNTY, CONTRACTOR'S final reimbursement will be reduced by the overpayment received from COUNTY. This provision survives the termination of this Contract.

5. PARTICIPANT CONTRIBUTIONS
a. CONTRACTOR will submit participant contributions on a monthly basis with the monthly expense claims.
b. CONTRACTOR will deposit all participant contributions in a bank account maintained for the Senior Nutrition Program (SNP). All deposits, withdrawals, and balances for the Senior Nutrition Program must be separately identified.

COUNTY has the right to review all financial records and bank accounts for audit purpo~es. Participants' contributions will be collected, counted, and recorded dally by CONTRACTOR. Two persons designated by CONTRACTOR will co-verify the collection and count of participant contributions daily by their signature and date on a participant contribution accounting record. Participant contributions are to be deposited daily when possible, but no less frequently than on a weekly basis. Participant contributions are to be kept in a secure locked location and at night locking in a safe, pending deposit Into the Senior Nutrition Program bank account.

6. ADVANCE PAYMENTS
a. Notwithstanding Section 1 above, COUNTY, at its discretion may make advance payments under this contract to CONTRACTOR up to a maximum of 25% of the total contract amount and under conditions as the COUNTY may specify. Such advance payments will in no way increase the total maximum financial obligation specified under this contract~
b. CONTRACTOR must meet fidelity bond requirements as specified in Article V F. of this contract prior to receiving advance payment. c. All advance payments require full repayment prior to the expiration of the contract. COUNTY will specify repayment method of the advance payment amount by aeducting an agreed upon monthly amount from the outstanding balance of the contract until the repayment obligation is fulfilled, or; deducting the advance payment amount in a lump sum from the remaining contract balance.

7. COMPENSATION
CONTRACTOR must submit to COUNTY an invoice in a form approved by COUNTY, by the tenth (10th) calendar day of each month for the month just preceding in which services were performed. The CONTRACTOR will get paid on a monthly basis upon receiving an accurate account and invoice for services

Page 21 ends

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit A: Program Provisions
rendered, as well as payment for participant and guest contributions as outlined in Exhibit B: Program Plan & Requirements.
a. Prior to submittal, Invoices and reconciliations must be certified and signed by a responsible officer of CONTRACTOR with authority to certify that the information subm'itted by CONTRACTOR is accurate and CONTRACTOR is entitled to payment under the terms of the Contract. COUNTY may rely on said certification in making payment, but this payment will not constitute a waiver of any of COUNTY's legal rights or objections. ,
b. In order to ensure continuation of service, CONTRACTOR will not be paid for meals in excess of the number of year to date meals listed in the Service Delivery Plan in Exhibit C: Budget. Meals that are provided but not reimbursed in a particular month may be reimbursed if claimed _on later invoice so long as CONTRACTOR has offered the agreed upon services continuously. c. If the invoice is in proper form and the items billed are payable under this Contract, COUNTY will make payment to CONTRACTOR.
d. COUNTY will n~t be required to make payment if the amount claimed is not in accordance with the provisions of this Contract. All payments under this Contract will be made directly to CONTRACTOR as a corporate entity. Under no circumstances will COUNTY be required to make payments in any amount pursuant to this Contract to any other parties, including individual employees or creditors of CONTRACTOR.
e. COUNTY is not obligated to reimburse CONTRACTOR for any service or expenditure not reported to COUNTY within sixty (60) calendar days after the end of the last month of the Contract term.

8. SERVICE PROVIDED
a. CONTRACTOR must inform COUNTY of services and activities performed under this Contract and accept appropriately referred clients from the COUNTY for contract services as part of CONTRACTOR's client base. b. CONTRACTOR must coordinate services with other org~nizations providing similar services in order to foster community cooperation and avoid unnecessary duplication of services.
c. CONTRACTOR must assist in the coordination of and verification of eligibility for mobility management services for participants who use CONTRACTOR's site as a home meal site.

9. CONTRACT REPRESENTATIVES
a. CONTRACTOR designates City Manager as CONTRACTOR's representative for the purpose of performing the services as required by this Contract. Unless otherwise indicated in writing, the above named person has the primary authority and responsibility to carry out this Contract.

Page 22 ends

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit A: Program Provisions
b. COUNTY designates the Senior Nutrition Program Manager as its representative for the purpose of managing the services performed pursuant to this Contract.

10. NOTICES
a.
b.

All notices prescribed by this Contract will be in writing and deemed effective if sent by certified mail or registered mail and properly deposited with the United States Postal Service, postage prepaid with return receipt requested and addressed as follows:

To COUNTY:

To CONTRACTOR:

Social Services Agency
Agency Director
CC: Senior Nutrition Program Manager
333 West Julian Street, 4th Floor
San Jose, California 95110-2335
Deanna J. Santana
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050

11. COUNTY'S CONTRACT TRANSITION PROCESS
CONTRACTOR agrees to provide all information deemed necessary by the County for use in subsequent procurement cycles ..

Page 23 ends

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit B: Program Plan & Requirements
Agency: City of Santa Clara (CONTRACTOR) ·
Program Name: Senior Nutrition Program - Congregate Meals (PROGRAM)

1. 2.

3. 4.

5. SERVICE DESCRIPTION & EXPECTED OUTCOME
CONTRACTOR will work with the Social Services Agency - Senior Nutrition Program (COUNTY) and other community partners to ensure that the seniors receive nutritious and healthy meals at CONTRACTOR's nutrition site(s). The PROGRAM provides seniors and older adults of Santa Clara County access to healthy, nutritious meals and the opportunity to socialize, take classes, and access other services.

PERMITS AND LICENSES
CONTRACTOR will obtain all permits and licenses necessary to the performance of this contract will assure that its subcontractors obtain the same. The CONTRACTOR will pay all normal fees for permits, licenses, inspections or any other certification or service required In the performance of this contract. ·

ELIGIBLE INDIVIDUALS
Persons who are eligible for meals and services under this contract are those persons who are 60 years of age or older or who are spouses of persons who are 60 years of age or older. Meals may be made available to handicapped or disabled individuals who have ·not attained 60 years of age but who reside in housing facilities occupied primarily by the elderly at which congregate nutrition services are provided, or individuals with disabilities who reside at home with and accompany older individuals who are eligible for services. Priority will be given to those older persons in greatest social and economic need with particular attention to seniors who are age 75 or older, low-income, living alone, and/or minorities as defined by the Older Americans Act of 1965.

MEALS
a. Meals served by CONTRACTOR must provide at least one-third (113rd) of the current recommended dietary allowance specified by the Food and Nutrition Board of the National Academy of Sciences - National Research Council. b. Menus will be planned by CONTRACTOR in cycles, the minimum period being five (5) weeks. Such menus must be planned in accordance with COUNTY requirements. Such menus will be submitted to COUNY three (3) weeks prior to initial use. Menus will be posted in a conspicuous location at the meal site at least one ( 1) week in advance of use. c. Table settings will be of reasonable quality. If disposable dinnerware is used, it will be of sturdy quality.

CONGREGATE MEAL SITES
a. CONTRACTOR will provide congregate meals at the meal site(s), days, and times indicated in Exhibit C: Budget. Notwithstanding, CONTRACTOR may make minor changes to the service days and times listed in Exhibit C with prior written approval of COUNTY.
b. CONTRACTOR may not relocate the meal site or add a meal site without prior notification, inspection, and approval by COUNTY. Relocation or addition of a meal site without the prior approval of the COUNTY may be considered a breach of the provisions of this contract. COUNTY may suspend or withhold

Page 24 of 30 ends

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
. Exhibit B: Program Plan & Requirements
payments, or terminate the contract if the relocation affects any of the provisions of the contract including, but not limited to the following:
i. The relocation or addition reduces or terminates the provision of services to seniors in the geographic area served by this contract. ii. The relocation or addition changes the service area served by this contract. iii. The relocation or addition does not serve or give priority to older persons in the greatest social or economic need as defined by the Older Americans Act of 1965 as amended.
c. The site must have adequate lighting and ventilation and must meet all applicable health, fire, safety and sanitation regulations. CONTRACTOR must obtain current certificates from appropriate public officials indicating the site is in compliance with health and fire regulations.
d. CONTRACTOR ensures that a pleasant dining atmosphere is maintained and that there is adequate space for the equipment of participants, such as canes, crutches and wheelchairs.
e. There will be no architectural barriers which would prevent an eligible Individual from having access to the meal site facility.
f. Innovative services may added to the PROGRAM during the term of this contract, or .upon an extension of this contract, upon written approval of the COUNTY.
g. Notwithstanding a designation as a catered site In Exhibit C: Budget, upon written approval from COUNTY and upon obtaining all required governmental approvals, CONTRACTOR may switch to being· a cook on site location. In the event of this switch, CONTRACTOR's per-meal rate will be changed to the standard cook on site per-meal rate if different than the catered meal rate.

6. NUMBER OF MEALS, SERVING DAYS, AND HOLIDAYS
a. CONTRACTOR will provide the number of hot meals as specified in Exhibit C:

Budget. If demand by eligible individuals in the first six (6) months of this Contract does not result in CONTRACTOR providing the average number of meals per day specified in Exhibit C: Budget, COUNTY may terminate this Contract. Prior to termination, COUNTY and CONTRACTOR may attempt to renegotiate this Contract to allow CONTRACTOR to reduce the average number of meals to be provided per day. If CONTRACTOR provides additional meals and such additional meals will cause CONTRACTOR to exceed the Maximum Financial Obligation of this Contract, such additional costs will be the sole expense of CONTRACTOR, unless the parties agree and execute a Contract Amendment.
b. CONTRACTOR will be paid for the number of meals served at a meal site, not the number of meals prepared. COUNTY will not reimburse meals served that do not meet the dietary requirements in Section. 4(a).
c. CONTRACTOR must open its Nutrition Site(s) for the number of service days specified in Exhibit C: Budget. CONTRACTOR must open its Nutrition Site(s) at minimum the number of serving days indicated each week except for holidays. Should CONTRACTOR close its Nutrition Site(s) due to unforeseen circumstances, CONTRACTOR will notify .COUNTY · immediately and work collaborativ~ly to reschedule the day(s) that the Nutrition Site(s) was closed.

Should CONTRACTOR close their Nutrition Site(s) due to foreseen circumstances and not be able to reschedule the day( s) of services, CONTRACTOR will not be reimbursed for the number of meals allocated to the serving day(s) that the Nutrition Site(s) was closed.

Page 25 ends

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit B: Program Plan & Requirements

7. ADVISORY COUNCIL
CONTRACTOR will ensure that an election Is held to elect a participant to represent the nutrition site on the countywide program Advisory Council. It will be the responsibility of the program Advisory Council to advise the COUNTY on policy matters relating to the delivery of the congregate nutrition services throughout the COUNTY program area.

8. SUPPORTIVE SERVICES
a. CONTRACTOR will provide supportive services, to the extent that such services are needed and are not already available from third parties and accessible to individuals participating in the Congregate Meals Program.

Supportive services may include:
i. Transportation of eligible individuals to and from congregate meal sites so that nutrition and other services will be accessible to those eUglble Individuals living within the program area who, because of lack of mobility or physical or mental handicap, would otherwise be unable to participate in the program; ·
ii. Information and referral services designed to provide eligible individuals with current information of, and referral to, all appropriate services to meet their needs;
Iii. Health and welfare counseling services designed to assist eligible individuals in dealing with the problems and stresses that interfere with normal health and social functioning. CONTRACTOR may provide such services through person-to-person assistance from trained counselors or referrals to other resources;
iv. Nutrition education through a formal program of regularly scheduled meetings to make available pertinent facts related to nutritional need; v. Recreation activities designed to foster the health and social well-being of program participants through social interaction and satisfying use of free time;
vi. Outreach activities to assure maximum participation of hard to reach and other eligible individuals.
b. CONTRACTOR will report the supportive services provided at its meal site(s) to the COUNTY in the format requested by the COUNTY and whether the service is provided by CONTRACTOR or another ~ntity at least annually, or more often, as requested by the COUNTY. COUNTY may request this Information from CONTRACTOR up to once per quarter.

9. FOOD INVENTORY
CONTRACTOR will develop a written plan for conducting food inventories. The plan will include the proct3dures for conducting food inventories, identify persons responsible for conducting the inventory, and set the schedule for completing the inventories. The plan will also Include a description of the "First-in-First Out" food rotation system that will be used to ensure stored goods are rotated to prevent deterioration. CONTRAGTOR will provide COUNTY with a copy of its food Inventory plan and completed food Inventories, upon request.

10. PEST CONTROL
CONTRACTOR is required to follow the pest control requirements in the current SNP Policy Manual. In addition, if a pest issue is Identified. COUNTY reserves the

Page 26 ends

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit 8: Program Plan & Requirements
right to require CONTRACTOR to take corrective action to remedy the issue or require any other action from CONTRACTOR necessary to protect the health and welfare of participants.

11. DATA COLLECTION AND PRIVACY
a. At intervals prescribed by the COUNTY and, on forms provided by COUNTY, CONTRACTOR will collect program data and information relating to nutrition risk assessments, registered site participants, meals, use of services and program contributions. CONTRACTOR will also be required to collect program data through the use of electronic collection methods. Such methods may include the use of computers, scanners, or other means. CONTRACTOR must comply with collection requirements as directed by COUNTY. Unless otherwise specified, COUNTY will provide CONTRACTOR with the equipment needed to collect data by electronic means. COUNTY will be considered legal owner of all equipment provided to CONTRACTOR for this purpose. Such equipment is considered Non-Expendable property as described In Section 16 of this Exhibit. b. CONTRACTOR must submit a completed and signed Santa Clara Senior Nutrition Program - Monthly Report for the prior month by the fourth ( 4th) working day of the current month to their assigned registered dietitian. c. No later than the second time an eligible participant attends a congregate meal site operated by CONTRACTOR, CONTRACTOR must have the participant complete a registration form with participant's information. Registration forms must be submitted to the designated COUNTY staff person at least monthly for registrants from the prior month along with the Monthly Report. CONTRACTOR must submit any new monthly registrations prior to the fifth (5th) working day of every month.
d. CONTRACTOR must submit their electronic participant demographic scanner data and related documents for the prior month by the fifth (5th) working day of every month to the Senior Nutrition Program.
e. Quarterly Report. Quarterly Reports with output and outcome data must be turned in with September, December, March, and July invoices. Quarterly Reports must be prepared on the form provided by the COUNTY. Submission of the Quarterly Report is required before the corresponding monthly invoice can be paid.
f. Within 30 days of executing this agreement, and annually thereafter if the term of this agreE;}ment is extended, all employees, volunteers, subcontractors, or agents of CONTRACTOR who handle confidential client information, including but not limited to registration forms, must complete the information security and privacy presentation online training pro'1ided by the California Department of Aging ( currently available at:
https://www.aging.ca.gov/ProgramsProviders/lnformation Security and Priv acy/Presentation/index.html). Upon completion, evidence must be submitted to COUNTY to provide to Sourcewlse.

Page 27 ends

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit B: Program Plan & Requirements
contribution received or the name of contributor to third parties without written permission of the contributor. COUNTY has the right to review CONTRACTOR'S contribution records for audit purposes. Payment of the suggested contribution is not a condition for the receipt of meals. b. CONTRACTOR will submit participant contributions on a monthly basis to be included with th~ monthly reimbursement claims. One hundred percent of these contributions must be submitted to COUNTY.

13. VOLUNTEER, GUEST, AND STAFF MEALS
a. Volunteer Meals: A volunteer under the age of 60 who provides services during meal hours may· be offered a meal, if doing so will not deprive an older individual of a meal. Volunteers under age 60 who receive a full meal that meets the requirements in Section 4 must pay a $3.00 fee and the fee must be included with the participant contributions and returned to the COUNTY.

CONTRACTOR must record the number of volunteer meals served.

The cost of providing guest meals may not be included in the quarterly reconciliation.
c. Staff Meals: Nutrition services staff under the age of 60 may receive a meal if doing so will not deprive an older Individual of a meal or add to the cost of meals prepared. CONTRACTOR must record the number of nutrition services staff meals served. The cost of providing staff meals may not be included in the quarterly reconciliation. ·

14. MANDATORY ATTENDANCE
CONTRACTOR must have a representative attend every required training and meeting offered by the COUNTY that is specific to the Senior Nutrition, Congregate Meals Program.

15. PURCHASES
COUNTY may require CONTRACTOR, by written notice, to obtain approval of COUNTY for all purchases of food and materials. Approval will not be withheld by COUNTY except for good cause.

16. NON-EXPENDABLE PROPERTY
Any acquisition by CONTRACTOR of non-expendable property with a retail purchase price in excess of five- hundred dollars ($500.00), that is required by CONTRACTOR for performance of this Contract, must require prior written approval of COUNTY.

COUNTY will be the legal owner of all equipment that is purchased with COUNTY funds. COUNTY may take possession of its equipment if it is not being used primarily for program purposes and will determine disposition of that _equipment upon expiration or termination of this contract.

Page 28 ends

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit B: Program-Plan & Requirements

17. COMPETITIVE BID REQUIREMENTS
a. All equipment purchases by the CONTRACTOR exceeding five-hundred dollars ($500.00) must be procured through a competitive process in compliance with Sourcewise's bidding procedures unless services or materials can be obtained only from a single source. Any procurement exceeding ten thousand dollars ($10,000.00) must also comply-with the requirements of Office of Management and Budget Circular Uniform Guidance.
b. Unless CONTRACTOR uses the COUNTY's designated vendor, prior to making any equipment purchase that has a value of five-hundred dollars ($500) or more, CONTRACTOR will submit to COUNTY evidence that it has received a minimum of three (3) bids for such subcontract and justification for selection of the successful bidder or submit documentation to support the use of the sole supplier. Record shall be maintained by CONTRACTOR showing the parties solicited and the bids submitted.

18. OVERTIME WORK
Overtime work expenditures that are incurred by the CONTRACTOR will not be paid by reducing services or meals under this contract.

19. RESTRICTION OF DISCLOSURES
Any reports, analysis, studies, drawings, information or data generated as a result of this contract are to be provided to COUNTY prior to public dissemination.

20. CARE ACCESS ERROR RA TE REQUIREMENT
Federal regulations pursuant to Title Ill of the Older Americans Act of 1965 (OM) establish procedures for allocating money to states for various senior services. States have established allocation mechanisms to award monies to their Area Agencies on Aging (AM). These AMs in tum, award monies via contracts or grants to carry out the mission of the OM.

Sourcewise, the County of Santa Clara's designated AM, allocates money for the provision of the Congregate Meals Program by reimbursing the County based on the number of meals served seniors each month. This data Is tracked through Sourcewise's Care Access Database. When there is a discrepancy between the paper total (signatures of SNP participants) and scanner total (scanned barcodes of SNP participants), an error rate arises. Currently, if the total combined error rate of all Senior Nutrition Meat Sites exceeds five percent (5%), the County will not be reimbursed by Sourcewise. Therefore, CONTRACTOR's data that is imported into Sourcewise's Care Access Database must not exceed an error rate of 5%.

If CONTRACTOR's imported data exceeds an error rate of 5%, COUNTY will withhold a percentage of CONTRACTOR's invoice equivalent to the percentage of the error rate exceeding the 5% threshold. For example, if CONlRACTOR has an error rate of 23%, COUNTY will withhold 18% (23% - 5%) of CONTRACTOR's invoice for that month.

Should Sourcewise decide to reimburse the County regardless of the combined error rate of all Senior Nutrition Meal Sites, then the County will not withhold any percentage of CONTRACTOR's invoice regardless of CONTRACTOR's error rate for that month.

Page 29 ends

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit B: Program Plan & Requirements

21. GRIEVANCE POLICY
a. CONTRACTOR must establish a written grievance process for reviewing and attempting to resolve complaints of older individuals receiving services funded by this Contract which complies with Sourcewise's requirements and the Older Americans Act, Section 315(b)(4). At a minimum, the process shall include all of the following:
i. Time frames within which a complaint will be acted upon. ii. Written notification to the complainant of the results of the review, including a statement that the complainant may appeal to Sourcewise if dissatisfied with the results of CONTRACTOR's review.
iii. Confidentiality provisions to protect the complail)ant's rights to privacy.

Only information relevant to the complaint may be released to the responding party without the older individual's consent. b. CONTRACTOR shall notify older individuals of the grievance process available to them by:
i. Posting notification of the process in visible and accessible areas, such as the bulletin ~oards in multipurpose senior centers or areas in which there are a substantial number of older adults. For individuals are non-English speaking, the notification shall also be posted in the primary language of a significant number of older individuals.
ii. Advising homebound older individuals of the process either orally or in writing upon CONTRACTOR's contact with the individuals. c. Complaints may involve, but not be limited to, any or all of the following:
i. Amount or duration of a service.
ii. Denial or discontinuance of a service.
iii. Dissatisfaction with the service being provided or with the service provider. If the complaint involves an issue of professional conduct that is under the jurisdiction of another entity, such as the California Medical Board or the State Bar Association, the complainant shall be referred to the proper entity.
iv. Failure of the service provider to comply with any of the requirements set forth In California Department of Aging regulations or in your contract with Sourcewise.
d. Nothing in this Grievance policy shall be construed as prohibiting older individuals from seeking other available remedies, such as presenting their complaints at an open meeting of CONTRACTOR's governing board.

22. FISCAL YEAR CLOSEOUT SUBMISSION
Due to fiscal reporting deadlines imposed by the California Department of Aging and Sourcewise, CONTRACTOR must submit requested 'fiscal year-end closeout documents to COUNTY accounting staff by July 6, 2020.

Page 30 ends

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
County of Santa Clara
Social Services Agency
FY 2019-20
Agency Name: City of Santa Clara
Site: Santa Clara Senior Center
A
Budget
Per Meal Reimbursement Rate*
Grand Total
Weekly Service Plan
Service Start
Service End
(!otal Hours I
B
#of·
Daily Meals
63 Mon . Tues
11:30AM 11:30AM
12:30PM 12:30PM

1.00 I 1.00 I
C
#of
Serving_ Days
249
Weds Thurs
11:30AM 11:30AM
12:30PM 12:30PM

1.00 I 1.00
D
Annual Meals
15,687
Fri Sat
11:30AM N/A
12:30PM N/A
I 1.00 I N/A
•only meals provided to eligible participants which meet dietary requirements will be reimbursed.

E
Service
Sun Days
N/A ~
N/A ~
I N/A II 5 I
F
Total Contract
Amount***
$111,220.83
$111;220.83
Exhibit C: Budget
Service Plan & Budget
Site Preparation Type
catered
.. The maximum number of meals reimbursed by the County will not exceed the YrD number of budgeted meals based on County-approved holiday schedule. Meals provided in a previous month but not reimbursed may be billed in a subsequent month. •••Food costs must equal at least 25'¼ of the Total Contract Amount. Meals that are unserved will not be reimbursed.

Contract between the County of Santa Clara Social services Agency and Oty of Santa Clara FY2020 Page 1of3
County of Santa Clara
Social Services Agency
A
;,· ·•
Job Title*
Site Manager
Kitchen Aide 1
Volunteers
FY 2019-20
Agency Name: City of Santa Clara
Site Location: Santa Clara Senior Center
63 249 15,687 33.4
# of Daily Meals Serving Days Annual Meals Annual Paid
Time Off (Hours)

B C D E F
• ..
taid Tlm.e Off· · '·-=
(Holiday, .

Vacation/ · Fringe / Payroll
Daily Hours · Hourly Rate. Salaries Sick Leave) Taxes

5.00 $19.74 $ 24,576 $ 659 $ -

4.00 $15.05 $ 14,990 $ 503 $ -

8.00 $15.00 $ 29,880 $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ .-
$ - $ - $ -
Total. 17.00~$ . '69,446 $ 1,162: ·$'
*All personnel costs in the Staffing Plan are built into the per meal rate listed on Exhibit C: Budget, Service Plan & Budget.

Contract between the County of Santa Clara Social services Agency and City of Santa Clara FY2020
$
$
$
$
$
$
$
$
$
$

0.00%
Fringe/Payroll
Tax Rate
G
Medical
Insurance
-
-
-
·-
-
-
-
-
-
-
Exhibit C: Budget
Staffing Plan
H
•· , .
. :, ·:.' ·' .

Cost per
Employ~
$ 25,235
$ 15,493
$ 29,880
$ -
$ -
$ -
$ -
$ -
$ -
$. .,70,608
Page2of3
County of Santa Clara
Social Services Agency
FY 2019-20
Agency Name: City of Santa Clara
Region/Site Location: Santa Clara Senior Center

A B C D E
. . • . . . ~20 sec : . . ... : Commitlli~_nt .

Source of.Funds .funding % of Total Funding ~~'l", ~~~~ Code·· ·. · Santa Clara County Senior Nutrition
Program (This Contract)
Other Funding Sources:

CDBG 14% $24,000.00 1
City of Santa Clara General Fund 2% $3,445.00 i
Volunteer Hours (In-kind) 18% $29,880.00 3
Non-senior contributions 0% $500.00 3
0%
0%
0%
0%
Total Anticipated Funding ** $111,220.83 100% $s1,s2s.oo I $ 169,046 $
$
. Matching Amount
Per Meal Match
· Commitment Code .
1 2
3 4
s
: sec Coritract Amount .· . ·.: .. · .. :I.·. ~~tch Percent:{~~tcf!lSt:~ Contractf·,~ s1,s2s I $ 111,221 I 52%
' -.~: ... :

3.69 ..
.. Actuariyi~~~-~ost
{Match:+ SfC Rate)
$10.78
~
Firm Commitment-Already have an agreement or letter confirming funding Anticipated Renewal of Existing Funding-Continuation of current year funding Anticipated Resource-Projection of previous fees or donations Appltcation Pending-Application has been submitted, no confirmation at this time Pre-Application-Not yet submitted
Contract between the County of Santa Clara Social services Agency and City of Santa Clara FY2020
Exhibit C: Budget
Resource Table
Page3of3
Santa Clara County
Social Services Agency
Logic Model -
A. Contract Goal:

B. Situation
Lack offood access,
financial instability, and
social isolation are
pervasive issues among the
older adult community. In
order to meet the needs of
this community services
need to include ethnically
diverse cuisine served in
locations in proximity to low
income neighborhoods,
innovative service models
that bring the food to the
people, transportation
options, and additional
safety net resources. These
services are a vital
component to keeping
people healthy and living
independently.

FY 2019-2020 Exhibit D: Logic Model
Congregate Meals Agency Name: City of Santa Clara
Provide nutritious meals, opportunities to socialize, transportation, and resources to older adults across Santa Clara County. :1provide training to meal site
i)volunteers on food safety topics.
:;Provide catered meal to older adults ;
,:age 60 or older.

D1. #of
unduplicated I D2. # of
clients/families. ·· Outputs
served per FY per. FY
12 6
D3. Output
Volunteer Trainings
300 15,687 !Meals
E. Short!Long Term
Outconie Measures
By June 30, 2020 at least 75% of eligible older adult
.congregate meal participants will have participated in at least one other service offered at the meal site.

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara FY2020 Page 1 of 1

Page 1 of 3 ends

First Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
FIRST AMENDMENT TO THE CONTRACT BETWEEN THE COUNTY OF SANTA CLARA AND CITY OF SANTA CLARA

This is the First Amendment to the Contract between the County of Santa Clara (COUNTY) and City of Santa Clara (CONTRACTOR) entered into on July 1, 2019, for the provision of Congregate Meals Services.

The original contract was approved by the Board on June 18, 2019.

This Contract is amended as follows:

Effective upon execution, the parties agree to comply with the provisions contained in the following exhibits, which are attached hereto and incorporated herein by this reference and made a part of the Contract.

1. Replace Exhibit A: Program Provisions with Exhibit A‐1: Program Provisions, which is attached hereto and incorporated by this reference.

2. Replace Exhibit B: Program Plan & Requirements with Exhibit B‐1: Program Plan & Requirements, which is attached hereto and incorporated by this reference.

3. Replace Exhibit C: Budget with Exhibit C‐1: Budget, w hich is attached hereto and incorporated by this reference.

4. Add Exhibit C‐2: Budget, which is attached hereto and incorporated by this reference.

5. Add Exhibit D‐1: Logic Model, which is attached hereto and incorporated by this reference.

6. Article IV, 14. COUNTY DATA & CONFIDENTIALITY is re vised to read:

14. COUNTY DATA & CONFIDENTIALITY
a. Definitions: “County Data” shall mean data and information received by Contractor from County. County Data includes any information or data that is transported across a County network, or that resides in a County‐owned information system, or on a network or system under the control and management of a contractor for use by County. “County Confidential Information” shall include all material
, non‐public information (including material, non‐ public County Data) appearing in any form (including, without limitation, written, oral or displayed), that is disclosed, directly or indirectly, through any means of communication by County, its agents or employees, to Contractor, its agents or employees, or any of its affiliates or representatives.

b. Contractor shall not acquire any ownership interest in County Data (including County Confidential Information). As between Contractor and County, all County Confidential Information and/or County Data shall remain the property of the County. Contractor shall not, without County’s written permission, use or disclose County Data (including County Confidential Information) other than in
the performance of its obligations under this
Agreement.

c. Contractor shall be responsible for establishing and maintaining an information security program that is designed to ensure the security and confidentiality of County Data, protect against any anticipated threats or hazards to the security or inte grity of County Data, and protect against unauthorized access to or use of County Data that could result in substantial harm or inconvenience to County or any end users. Upon termination or expiration of this Approved: 06/23/2020

Page 2 of 3 ends

First Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Agreement, Contractor shall seek and follow County’s direction regarding the proper disposition of County Data.

d. Contractor shall take appropriate action to address any incident of unauthorized access to County Data, including addressing and/or remedying the issue that resulted in such unauthorized access, and notifying County by phone or in writing within 24 hour s of any incident of unauthorized access to County Data, or any other breach in Contractor’s security that materially affects County or end users. If the initial notification is by phone, Contractor shall provide a written notice within 5 days of the incident. Contractor shall be responsible for ensuring compliance by its officers, em ployees, agents, and subcontractors with the confidentiality, privacy, and information security requirements of this Agreement. Should County Confidential Information and/or legally protected County Data be divulged to unauthorized third parties, Contractor shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Contractor’s sole expense. Contractor shall not charge County for any expenses associated with Contractor’s compliance with these obligations.

e. Contractor shall defend, indemnify and hold County harmless against any claim, liability, loss, injury or damage arising out of, or in connection with, the un authorized use, access, and/or disclosure of information by Contractor and/or its agents, employees or sub‐contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County.

f. Contractor must require its employees and all persons performing services at its direction to comply with all
applicable privacy laws and regulations, including but not limited to the provisions of Sections 827 and 10850 et seq. of the Welfare and Institutions Code (WIC) and California Department of Social Services (CDSS) Manual of Policies and Procedures, Division 19 Regulations.

g. Upon the disclosure of confiden tial information, inadvertent or otherwise, the County may terminate this contract immediately and take legal action against Contractor. Any person who knowingly and intentionally violates the provisions stated above is guilty of a misdemeanor and the County intends to prosecute such violators to the full extent of the law.

h. Contractor will inform all em
ployees, agents, officers, and all persons performing services at its direction of the above provisions. All provisions of Article IV, Section 14 survive the termination of this contract.

7. Add Article IV, 15. CALIFORNIA PUBLIC RECORDS ACT:

15. CALIFORNIA PUBLIC RECORDS ACT
a. The County is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Contractor’s proprietary information is contained in documents or information submitted to County, and Contractor claims that such information falls within one or more CPRA exemptions, Contractor must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and ide
ntify the specific lines containing the
information. In the event of a request for such information, the County will make best efforts to provide notice to Contractor prior to such disclosure. If Contractor contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the County is required to respond to the CPRA request. If Contractor fails to obtain such remedy within the time the County is required to respond to the CPRA request, County may disclose t he requested information. b. Contractor further agrees that it shall defend , indemnify and hold County harmless against any claim, action or litigation (including but not limited to all judgments, costs, fees, and attorney's fees) that may result from denial by County of a CPRA request for info rmation arising from any representation, or any action (or inaction), by the Contractor.

All other terms and conditions of the Contract remain in full force and effect. In the event of a conflict between the original Contract and this Amendment, t his Amendment controls.

IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereby agree to the terms of this Amendment to the Contract.

OF SANTA CLARA CONTRACTOR
G DocuSigncd by:
~v.iluo. b bV'~
ZOIAF054F5801 ~
Date: JUN 2 3 2020
Signed and certified that a COP'; of this doc1:Jment
has been deli¥erecl ey eleetroRiE or otl'ler FfleBRS
~o the PresideRt, Beare of Supervisors.
~ ·
Date: JUN 2 3 2020

APPROVED AS TO FORM AND LEGALITY
Mary Hanna-Weir
Deputy County Counsel
D 6/11/2020 ate : ___ _

Page 3 of 3 ends

Deanna J. Santana, City Manager
City of Santa Clara
6/10/2020
Date: ___ _
ATTEST:
i,Oo<uSlonodbV:
~r1,1, Pi~wM
Nora Pimentel
MMC
6/10/2020
Date: ___ _

APPROVED AS TO FORM
Brian Doyle
City Attorney
6/10/2020 Date: ___ _
First Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit A-1: Program Provisions

Page 1 of 5 ends

First Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020

Agency: City of Santa Clara
Program Name: Senior Nutrition Program – Congregate Meals

This is a contract between the County of Santa Clara (COUNTY) and the (CONTRACTOR) for the purpose of providing meals for persons 60 years of age and older, which is funded, authorized by, and to be performed in accordance with the Older Americans Act of 1965, as amended, P.L. 89-73, U.S.C. Section 3000 et seq., and all amendments, rules, and regulations pertaining thereto.

1. TERM OF CONTRACT
The term begins on July 1, 2019, and expires on June 30, 2021, unless terminated earlier or otherwise amended; with three one-year extension options.

2. MAXIMUM FINANCIAL OBLIGATION
COUNTY will reimburse CONTRACTOR actual allowable expenditures subject to the provisions of this Contract, for a total not to exceed $129,631.65 in FY2019- 2020, and not to exceed $110,774.16 in FY2020-2021, for a total not to exceed $240,405.81.

4. FEE FOR SERVICE CONTRACT
a. CONTRACTOR will be paid by COUNTY in accordance with Exhibit A-1:

Program Provisions, Exhibit B-1: Program Plan & Requirements, Exhibit C-1:

Budget, Exhibit C-2: Budget, Exhibit D: Logic Model and Exhibit D-1: Logic Model, for the performance of services as outlined in this Contract up to the maximum compensation.

i. For Non-Profit Agencies, OMB Circular A-122.
ii. For Local Governments, OMB Circular A-87.
iii. For Public and Nonprofit Institutions of Higher Education, OMB Circular A-121.
iv. For Profit Making Organization, 41 CFR Part 1.

b. If CONTRACTOR provides any tasks, de liverables, goods, services, or other work, other than as specified in this Contract, the same will be deemed to be a gratuitous effort on the part of the CONTRACTOR, and the CONTRACTOR will have no claim whatsoever against COUNTY.

c. CONTRACTOR must participate in a quarterly reconciliation process. During the reconciliation process all funds awarded to CONTRACTOR must be reconciled to the costs incurred and to the remaining cash, if any. Quarterly Exhibit A-1: Program Provisions

Page 2 of 5 ends

First Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
reconciliations must be submitted with the corresponding monthly invoice.

During each reconciliation, all funds paid to CONTRACTOR under its fee for service claims must be reconciled to the actual costs incurred by the contractor and the remaining cash, if any. This provision survives the termination of this Contract.

If actual cost of providing services based on Unit Cost per meal is less than the amount reimbursed by COUNTY, CONTRACTOR’S final reimbursement will be reduced by the overpayment received from COUNTY. This provision survives the termination of this Contract.

5. PARTICIPANT CONTRIBUTIONS
a. CONTRACTOR will submit participant contributions on a monthly basis with the monthly expense claims.

b. CONTRACTOR will deposit all partic ipant contributions in a bank account maintained for the Senior Nutrition Progr am (SNP). All deposits, withdrawals, and balances for the Senior Nutrition Program must be separately identified.

COUNTY has the right to review all financial records and bank accounts for audit purposes. Participants’ contributions will be collected, counted, and recorded daily by CONTRACTOR. Two persons designated by CONTRACTOR will co-verify the co llection and count of participant contributions daily by their signature and date on a participant contribution accounting record. Participant contributions are to be deposited daily when possible, but no less frequently than on a weekly basis. Participant contributions are to be kept in a secure locked location and at night locking in a safe, pending deposit into the Senior Nutrition Program bank account.

6. ADVANCE PAYMENTS
a. Notwithstanding Section 4 above, CO UNTY, at its discretion may make advance payments under this contract to CONTRACTOR up to a maximum of 25% of the total contract amount and under conditions as the COUNTY may specify. Such advance payments will in no way increase the total maximum financial obligation specified under this contract.
b. CONTRACTOR must meet fidelity bond requirements as specified in Article V F. of this contract prior to receiving advance payment. c. All advance payments require full repayment prior to the expiration of the contract. COUNTY will specify repaym ent method of the advance payment amount by deducting an agreed upon monthly amount from the outstanding balance of the contract until the repayment obligation is fulfilled, or; deducting the advance payment amount in a lump sum from the remaining contract balance.

Exhibit A-1: Program Provisions

Page 3 of 5 ends

First Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020

a. Prior to submittal, invoices and reconciliations must be certified and signed by a responsible officer of CONTRACTOR with authority to certify that the information submitted by CONTRACTOR is accurate and CONTRACTOR is entitled to payment under the terms of the Contract. COUNTY may rely on said certification in making payment, but this payment will not constitute a waiver of any of COUNTY's legal rights or objections.

b. In order to ensure continuation of service, CONTRACTOR will not be paid for meals in excess of the number of year-to-date meals listed in the Service Delivery Plan in Exhibit C-1 and Exhibit C-2: Budget. Meals that are provided but not reimbursed in a particular month may be reimbursed if claimed on later invoice so long as CONTRACTOR has offered the agreed upon services continuously.

c. If the invoice is in proper form and the items billed are payable under this Contract, COUNTY will make payment to CONTRACTOR.

d. COUNTY will not be required to make payment if the amount claimed is not in accordance with the provisions of this Contract. All payments under this Contract will be made directly to CONT RACTOR as a corporate entity. Under no circumstances will COUNTY be required to make payments in any amount pursuant to this Contract to any other parties, including individual employees or creditors of CONTRACTOR.

e. COUNTY is not obligated to reimburse CONTRACTOR for any service or expenditure not reported to COUNTY within sixty (60) calendar days after the end of the last month of the Contract term.

b. CONTRACTOR must coordinate services with other organizations providing similar services in order to foster community cooperation and avoid unnecessary duplication of services.

c. CONTRACTOR must assist in the coordi nation of and verification of eligibility for mobility management services for participants who use CONTRACTOR’s site as a home meal site.

Exhibit A-1: Program Provisions

Page 4 of 5 ends

First Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020

9. CONTRACT REPRESENTATIVES
a. CONTRACTOR designates City Man ager as CONTRACTOR’s representative for the purpose of performing the services as required by this Contract. Unless otherwise indicated in writing, the above-named person has the primary authority and responsibility to carry out this Contract. b. COUNTY designates the Senior Nutrition Program Manager as its representative for the purpose of managing the services performed pursuant to this Contract.

10. ADJUSTMENT TO EXHIBIT B-1: PROGRAM PLAN & REQUIREMENTS A written adjustment to the Program Plan & Requirements may be approved by the COUNTY Representative, or designee, identified in this Exhibit, without a contract amendment as long as the adjustment reflects approved original program provisions and both parties are notified at least 10 days before the adjusted Work Plan begins.

11. ADJUSTMENT TO EXHIBIT C-1: BUDGET & EXHIBIT C-2: BUDGET A budget adjustment can be made without a contract amendment if Contractor submits a written budget adjustment request to the COUNTY Contract Representative, or designee, and the request is approved by the COUNTY in writing. A budget adjustment must not increase the maximum financial obligation of this Contract.

CONTRACTOR may request a budget revision by submitting the COUNTY’s Budget Revision Request form to the COUNTY’s designated contract/program monitor. The Budget Revision Request must include a statement explaining the impact that the budget revision, if approved, would have on the program/service delivery. Upon approval of the CONTRA CTOR’s Budget Revision Request, COUNTY will forward an approved copy of the Budget Revision Request form to the CONTRACTOR.

12. ADJUSTMENT TO EXHIBIT D: LOGIC MODEL & EXHIBIT D-1: LOGIC MODEL A written adjustment to the Logic Model may be approved by the COUNTY Representative, or designee, identified in this Exhibit, without a contract amendment as long as the adjustment reflects approved original program provisions and both parties are notified at least 10 days before the adjusted Logic Model begins.

13. NOTICES
All notices prescribed by this Contract wil l be in writing and deemed effective if sent by certified mail or registered mail and properly deposited with the United States Postal Service, postage prepaid with return receipt requested and addressed as follows:

To COUNTY: Social Services Agency, Director
CC: Senior Nutrition Program Manager
353 West Julian Street, 4
th Floor
San Jose, California 95110-2335

Exhibit A-1: Program Provisions

Page 5 of 5 ends

First Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020

To CONTRACTOR: Deanna J. Santana
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050

11. COUNTY’S CONTRACT TRANSITION PROCESS
CONTRACTOR agrees to provide all information deemed necessary by the County for use in subsequent procurement cycles.

Exhibit B-1: Program Plan & Requirements

Page 1 of 7 ends

First Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Agency: City of Santa Clara (CONTRACTOR)
Program Name: Senior Nutrition Program – Congregate Meals (PROGRAM)

1. SERVICE DESCRIPTION & EXPECTED OUTCOME
CONTRACTOR will work with the Social Services Agency – Senior Nutrition Program (COUNTY) and other community partners to ensure that the seniors receive nutritious and healthy meals at CONTRACTOR’s nutrition site(s). The PROGRAM provides seniors and older adults of Santa Clara County access to healthy, nutritious meals and the opportunity to socialize, take classes, and access other services. CONTRACTOR will perform services in compliance with the Senior Nutrition Program, Congregate Policy & Procedures Manual, and any updates thereto.

2. PERMITS AND LICENSES
CONTRACTOR will obtain all permits and licenses necessary to the performance of this contract will assure that its subcontractors obtain the same. The CONTRACTOR will pay all normal fees for permits, licenses, inspections or any other certification or service required in the performance of this contract.

3. ELIGIBLE INDIVIDUALS
Persons who are eligible for meals and services under this contract are those persons who are 60 years of age or older or who are spouses of persons who are 60 years of age or older. Meals may be made available to handicapped or disabled individuals who have not attained 60 years of age but who reside in housing facilities occupied primarily by the elderly at which congregate nutrition services are provided, or individuals with disabilities who reside at home with and accompany older individuals who are eligible for services. Priority will be given to those older persons in greatest social and economic need with particular attention to seniors who are age 75 or older, low-income, living alone, and/or minorities as defined by the Older Americans Act of 1965.

4. MEALS
a. Meals served by CONTRACTOR must provide at least one-third (1/3rd) of the current recommended dietary allowance specified by the Food and Nutrition Board of the National Academy of Sciences – National Research Council. b. Menus will be planned by CONTRACT OR in cycles, the minimum period being five (5) weeks. Such menus must be planned in accordance with COUNTY requirements. Such menus will be submitted to COUNY three (3) weeks prior to initial use. Menus will be posted in a conspicuous location at the meal site at least one (1) week in advance of use.
c. Table settings will be of reasonable quality. If disposable dinnerware is used, it will be of sturdy quality.

5. CONGREGATE MEAL SITES
a. CONTRACTOR will provide congregate meals at the meal site(s), days, and times indicated in Exhibit C-1: Budget for FY2019-2020 and Exhibit C-2:

Budget for FY2020-2021. Notwithstanding, CONTRACTOR may make minor changes to the service days and times listed in Exhibit C-1 and Exhibit C-2 with prior written approval of COUNTY.
b. CONTRACTOR may not relocate the meal site or add a meal site without prior notification, inspection, and approval by COUNTY. Relocation or addition of a Exhibit B-1: Program Plan & Requirements

Page 2 of 7 ends

First Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
meal site without the prior approval of the COUNTY may be considered a breach of the provisions of this contract. COUNTY may suspend or withhold payments, or terminate the contract if the relocation affects any of the provisions of the contract including, but not limited to the following:
i. The relocation or addition reduces or terminates the provision of services to seniors in the geographic area served by this contract. ii. The relocation or addition changes the service area served by this contract. iii. The relocation or addition does not serve or give priority to older persons in the greatest social or economic need as defined by the Older Americans Act of 1965 as amended.
c. The site must have adequate lighti ng and ventilation and must meet all applicable health, fire, safety and sanitation regulations. CONTRACTOR must obtain current certificates from appropriate public officials indicating the site is in compliance with health and fire regulations.
d. CONTRACTOR ensures that a pleasan t dining atmosphere is maintained and that there is adequate space for the equipment of participants, such as canes, crutches and wheelchairs.
e. There will be no architectural barriers wh ich would prevent an eligible individual from having access to the meal site facility.
f. Innovative services may added to the PROGRAM during the term of this contract, or upon an extension of this contract, upon written approval of the COUNTY.
g. Notwithstanding a designation as a cate red site in Exhibit C-1 and Exhibit C-2:

Budget, upon written approval from COUNTY and upon obtaining all required governmental approvals, CONTRACTOR may switch to being a cook on site location. In the event of this switch, CONTRACTOR’s per-meal rate will be changed to the standard cook on site per-meal rate if different than the catered meal rate.

6. NUMBER OF MEALS, SERVING DAYS, AND HOLIDAYS
a. CONTRACTOR will provide the number of hot meals as specified in Exhibit C- 1: Budget for FY2019-2020 and Exhibit C-2: Budget for FY2020-2021. If demand by eligible individuals in the first six (6) months of this Contract does not result in CONTRACTOR providing the average number of meals per day specified in Exhibit C-1 and Exhibit C-2: Budget, COUNTY may terminate this Contract. Prior to termination, COUNTY and CONTRACTOR may attempt to renegotiate this Contract to allow CONTRACTOR to reduce the average number of meals to be provided per day. If CONTRACTOR provides additional meals and such additional meals will cause CONTRACTOR to exceed the Maximum Financial Obligation of this Contract, such additional costs will be the sole expense of CONTRACTOR, unless the parties agree and execute a Contract Amendment.
b. CONTRACTOR will be paid for the number of meals served at a meal site, not the number of meals prepared. COUNTY will not reimburse meals served that do not meet the dietary requirements in Section 4(a).

CONTRACTOR must open its Nutrition Site(s) for the number of service days specified in Exhibit C-1: Budget for FY2019-2020 and Exhibit C-2: Budget for FY2020-2021. CONTRACTOR must open its Nutrition Site(s) at minimum the number of serving days indicated each week except for holidays. Should CONTRACTOR close its Nutrition Site(s) due to unforeseen circumstances, CONTRACTOR will notify COUNTY immediately and work collaboratively to Exhibit B-1: Program Plan & Requirements

Page 3 of 7 ends

First Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
reschedule the day(s) that the Nutrition Site(s) was closed. Should CONTRACTOR close their Nutrition Site(s) due to foreseen circumstances and not be able to reschedule the day(s) of services, CONTRACTOR will not be reimbursed for the number of meals allocated to the serving day(s) that the Nutrition Site(s) was closed.

7. ADVISORY COUNCIL
CONTRACTOR will ensure that an election is held to elect a participant to represent the nutrition site on the countywide program Advisory Council. It will be the responsibility of the program Advisory Council to advise the COUNTY on policy matters relating to the delivery of the congregate nutrition services throughout the COUNTY program area.

Supportive services may include:
i. Transportation of eligible individuals to and from congregate meal sites so that nutrition and other services will be accessible to those eligible individuals living within the program area who, because of lack of mobility or physical or mental handicap, would otherwise be unable to participate in the program;
ii. Information and referral services designed to provide eligible individuals with current information of, and referral to, all appropriate services to meet their needs;
iii. Health and welfare counseling services designed to assist eligible individuals in dealing with the problems and stresses that interfere with normal health and social functioning. CONTRACTOR may provide such services through person-to-person assistance from trained counselors or referrals to other resources;
iv. Nutrition education through a formal program of regularly scheduled meetings to make available pertinent facts related to nutritional need; v. Recreation activities designed to foster the health and social well-being of program participants through social interaction and satisfying use of free time;
vi. Outreach activities to assure maximum participation of hard to reach and other eligible individuals.
b. CONTRACTOR will report the supportive services provided at its meal site(s) to the COUNTY in the format requested by the COUNTY and whether the service is provided by CONTRACTOR or another entity at least annually, or more often, as requested by the COUNTY. COUNTY may request this information from CONTRACTOR up to once per quarter.

9. FOOD INVENTORY
CONTRACTOR will develop a written plan fo r conducting food inventories. The plan will include the procedures for conductin g food inventories, identify persons responsible for conducting the inventory, and set the schedule for completing the inventories. The plan will also include a de scription of the "First-in-First Out" food rotation system that will be used to ensure stored goods are rotated to prevent Exhibit B-1: Program Plan & Requirements

Page 4 of 7 ends

First Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
deterioration. CONTRACTOR will provide COUNTY with a copy of its food inventory plan and completed food inventories, upon request.

10. PEST CONTROL
CONTRACTOR is required to follow the pest control requirements in the current Senior Nutrition Program, Congregate Policy & Procedures Manual. In addition, if a pest issue is identified. COUNTY reserves the right to require CONTRACTOR to take corrective action to remedy the issue or require any other action from CONTRACTOR necessary to protect the health and welfare of participants.

11. DATA COLLECTION AND PRIVACY
a. At intervals prescribed by the COUNTY and, on forms provided by COUNTY, CONTRACTOR will collect program data and information relating to nutrition risk assessments, registered site participants, meals, use of services and program contributions. CONTRACTOR will also be required to collect program data through the use of electronic collection methods. Such methods may include the use of computers, scanners, or other means. CONTRACTOR must comply with collection requirements as directed by COUNTY. Unless otherwise specified, COUNTY will provide CONTRACTOR with the equipment needed to collect data by electronic means. COUNTY will be considered legal owner of all equipment provided to CONTRACTOR for this purpose. Such equipment is considered Non-Expendable property as described in Section 16 of this Exhibit. b. CONTRACTOR must submit a comp leted and signed Santa Clara Senior Nutrition Program – Monthly Report for the prior month by the fourth (4 th)
working day of the current month to their assigned registered dietitian. c. No later than the second time an eligible participant attends a congregate meal site operated by CONTRACTOR, CONTRACTOR must have the participant complete a registration form with partic ipant’s information. Registration forms must be submitted to the designated COUNTY staff person at least monthly for registrants from the prior month along with the Monthly Report. CONTRACTOR must submit any new monthly registrations prior to the fifth (5th) working day of every month.
d. CONTRACTOR must submit their electronic participant demographic scanner data and related documents for the prior month by the fifth (5th) working day of every month to the Senior Nutrition Program.
e. Quarterly Report. Quarterly Reports with output and outcome data must be turned in with September, December, March, and July invoices. Quarterly Reports must be prepared on the form provided by the COUNTY. Submission of the Quarterly Report is required before the corresponding monthly invoice can be paid.
f. Within 30 days of executing this agreement, and annually thereafter if the term of this agreement is extended, all em ployees, volunteers, subcontractors, or agents of CONTRACTOR who handle confidential client information, including but not limited to registration forms, must complete the information security and privacy presentation online training prov ided by the California Department of Aging (currently available at:
https://www.aging.ca.gov/ProgramsProviders/Information_Security_and_Priv acy/Presentation/index.html). Upon completion, evidence must be submitted to COUNTY to provide to Sourcewise.

Exhibit B-1: Program Plan & Requirements

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First Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020

12. PARTICIPANT CONTRIBUTION PRINCIPLES
a. CONTRACTOR will provide meals to e ligible individuals regardless of their ability to pay for all or part of their meals. Recipients are requested to make a financial contribution to offset the cost of the meals. Suggested contribution for congregate meals is $3.00 per meal. If CONTRACTOR also provides home delivered meals, the suggested contribution is $3.00 per day. Contributions are confidential. CONTRACTOR will not disclose records of the amount of contribution received or the name of contributor to third parties without written permission of the contributor. COUNTY has the right to review CONTRACTOR'S contribution records for audit purposes. Payment of the suggested contribution is not a condition for the receipt of meals. b. CONTRACTOR will submit participant contributions on a monthly basis to be included with the monthly reimbursement claims. One hundred percent of these contributions must be submitted to COUNTY.

13. VOLUNTEER, GUEST, AND STAFF MEALS
a. Volunteer Meals: A volunteer under the age of 60 who provides services during meal hours may be offered a meal, if doing so will not deprive an older individual of a meal. Volunteers under age 60 who receive a full meal that meets the requirements in Section 4 must pay a $3.00 fee and the fee must be included with the participant contribut ions and returned to the COUNTY.

CONTRACTOR must record the number of volunteer meals served.

CONTRACTOR will be reimbursed for volunteer meals provided. b. Guest Meals: A guest under the age of 60 may be offered a meal during meal hours if doing so will not deprive an older individual of a meal or add to the cost of meals prepared. A guest must pay a fee of at least $8.00 or up to the actual cost of the meal served, as specified in Exhibit C-1: Budget for FY2019-2020 and Exhibit C-2: Budget for FY2020-2021. CONTRACTOR must record the number of guest meals served and keep guest fees separate from participant contributions. CONTRACTOR may keep guest fees received. The cost of providing guest meals may not be included in the quarterly reconciliation. c. Staff Meals: Nutrition services staff under the age of 60 may receive a meal if doing so will not deprive an older individual of a meal or add to the cost of meals prepared. CONTRACTOR must record the number of nutrition services staff meals served. The cost of providing staff meals may not be included in the quarterly reconciliation.

14. MANDATORY ATTENDANCE
CONTRACTOR must have a representative attend every required training and meeting offered by the COUNTY that is spec ific to the Senior Nutrition, Congregate Meals Program.

15. PURCHASES
COUNTY may require CONTRACTOR, by written notice, to obtain approval of COUNTY for all purchases of food and ma terials. Approval will not be withheld by COUNTY except for good cause.

Exhibit B-1: Program Plan & Requirements

Page 6 of 7 ends

First Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
COUNTY will be the legal owner of all equipment that is purchased with COUNTY funds. COUNTY may take possession of its equipment if it is not being used primarily for program purposes and will determine disposition of that equipment upon expiration or termination of this contract.

17. COMPETITIVE BID REQUIREMENTS
a. All equipment purchases by the CONTRACTOR exceeding five-hundred dollars ($500.00) must be procured through a competitive process in compliance with Sourcewise’s bidding procedures unless services or materials can be obtained only from a single source. Any procurement exceeding ten- thousand dollars ($10,000.00) must also comply with the requirements of Office of Management and Budget Circular Uniform Guidance.
b. Unless CONTRACTOR uses the COUNTY’s designated vendor, prior to making any equipment purchase that has a value of five-hundred dollars ($500) or more, CONTRACTOR will submit to COUNTY evidence that it has received a minimum of three (3) bids for such subcontract and justification for selection of the successful bidder or submit documentation to support the use of the sole supplier. Record shall be maintained by CONTRACTOR showing the parties solicited and the bids submitted.

18. OVERTIME WORK
Overtime work expenditures that are incurred by the CONTRACTOR will not be paid by reducing services or meals under this contract.

19. RESTRICTION OF DISCLOSURES
Any reports, analysis, studies, drawings, information or data generated as a result of this contract are to be provided to COUNTY prior to public dissemination.

20. CARE ACCESS ERROR RATE REQUIREMENT
Federal regulations pursuant to Title III of the Older Americans Act of 1965 (OAA) establish procedures for allocating money to states for various senior services. States have established allocation mechanisms to award monies to their Area Agencies on Aging (AAA). These AAAs in turn, award monies via contracts or grants to carry out the mission of the OAA.

Sourcewise, the County of Santa Clara’s designated AAA, allocates money for the provision of the Congregate Meals Program by reimbursing the County based on the number of meals served to seniors each month. This data is tracked through Sourcewise’s Care Access Database. When there is a discrepancy between the paper total (signatures of SNP participants) and scanner total (scanned barcodes of SNP participants), an error rate arises. Currently, if the total combined error rate of all Senior Nutrition Meal Sites exceeds five percent (5%), the County will not be reimbursed by Sourcewise. Therefore, CONTRACTOR’s data that is imported into Sourcewise’s Care Access Database must not exceed an error rate of 5%.

If CONTRACTOR’s imported data exceeds an error rate of 5%, COUNTY will withhold a percentage of CONTRACTOR’s invoice equivalent to the percentage of the error rate exceeding the 5% threshold. For example, if CONTRACTOR has an error rate of 23%, COUNTY will withhold 18% (23% - 5%) of CONTRACTOR’s invoice for that month.

Exhibit B-1: Program Plan & Requirements

Page 7 of 7 ends

First Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020

Should Sourcewise decide to reimburse the County regardless of the combined error rate of all Senior Nutrition Meal Sites, then the County will not withhold any percentage of CONTRACTOR’s invoice regardless of CONTRACTOR’s error rate for that month.

21. GRIEVANCE POLICY
a. CONTRACTOR must establish a written grievance process for reviewing and attempting to resolve complaints of older individuals receiving services funded by this Contract which complies with Sourcewise’s requirements and the Older Americans Act, Section 315(b)(4). At a minimum, the process shall include all of the following:
i. Time frames within which a complaint will be acted upon. ii. Written notification to the compla inant of the results of the review, including a statement that the complainant may appeal to Sourcewise if dissatisfied with the results of CONTRACTOR’s review.
iii. Confidentiality provisions to protect the complainant’s rights to privacy.

Only information relevant to the complaint may be released to the responding party without the older individual’s consent. b. CONTRACTOR shall notify older individuals of the grievance process available to them by:
i. Posting notification of the process in visible and accessible areas, such as the bulletin boards in multipurpose senior centers or areas in which there are a substantial number of older adults. For individuals are non-English speaking, the notification shall also be posted in the primary language of a significant number of older individuals.
ii. Advising homebound older individuals of the process either orally or in writing upon CONTRACTOR’s contact with the individuals. c. Complaints may involve, but not be limited to, any or all of the following:
i. Amount or duration of a service.
ii. Denial or discontinuance of a service.
iii. Dissatisfaction with the service being provided or with the service provider. If the complaint involves an issue of professional conduct that is under the jurisdiction of another entity, such as the California Medical Board or the State Bar Association, the complainant shall be referred to the proper entity.
iv. Failure of the service provider to comply with any of the requirements set forth in California Department of Aging regulations or in your contract with Sourcewise.
d. Nothing in this Grievance policy shall be construed as prohibiting older individuals from seeking other available remedies, such as presenting their complaints at an open meeting of CONTRACTOR’s governing board. e. Notify Sourcewise in writing within ten working days after statement has been issues to complainant detailing the complaint, resolution and a copy of the statement sent to complainant. The address for mailing is 3100 De La Cruz Blvd., Suite 310, Santa Clara, CA, 95054.

22. FISCAL YEAR CLOSEOUT SUBMISSION
Due to fiscal reporting deadlines imposed by the California Department of Aging and Sourcewise, CONTRACTOR must submit requested fiscal year-end closeout documents to COUNTY accounting staff by July 6, 202 for FY2019-2020 and July 6, 2021 for FY2020-2021.

County of Santa Clara
Social Services Agency
FY 2019-20 Exhibit C-1
Site 1 - Service Plan & Budget
Agency Name:

Site:

A
Budget
Per Meal Reimbursement Rate*
Additional Meals*
Front Desk Refresh***
Grand Total
Weekly Service Plan Mon Tues Weds Thurs Fri Sat Sun
Service
Days
Service Start 11:30 AM 11:30 AM 11:30 AM 11:30 AM 11:30 AM N/A N/A Service End 12:30 PM 12:30 PM 12:30 PM 12:30 PM 12:30 PM N/A N/A Total Hours 1.00 1.00 1.00 1.00 1.00 N/A N/A 5
*Only meals provided to eligible participants which meet dietary requirements will be reimbursed. The maximum number of meals reimbursed by the County will not exceed the YTD number of budgeted meals based on County‐approved holiday schedule. Meals provided in a previous month but not reimbursed may be billed in a subsequent m onth. **Food costs must equal at least 25% less $.25 of the Total Contract Amount. Meals that are unserved will not be reimbursed. ***Each Front Desk Refresh unit is payable upon the site demonstrating that its registration desk has an agency‐owned tablet or smartphone, in a protective case, with reliable, wire
less internet connection available during meal registration. One unit per meal site.

Rate
$7.09
Total Contract
Amount**
$111,220.83
$129,631.65
63 249 15,687
City of Santa Clara
$700.00
Site Preparation Type
Catered
$700.00
$7.09 $17,710.822,498
Santa Clara Senior Center
EFBC D
# of
Daily Meals
# of
Serving Days Annual Units
1 First Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara FY2020            Page 1 of 3
County of Santa Clara
Social Services Agency
FY 2019-20 Exhibit C-1
Site 1 - Staffing Plan
Agency Name: City of Santa Clara
Site: Santa Clara Senior Center
63 249 18,185 13 1.45%
# of Daily
Meals
Serving Days Annual Meals Paid Holidays   Payroll
Tax Rate
Paid  Hours*
AB C D E F G H I J
Job Title
Daily
Hours Hourly Rate
Paid Time
Off
(Days)
Do not include
Holidays Salaries
Payroll
Taxes
Retirement
Contribution
Health
Insurance
Other
Fringe
Benefits
Total per
Employee
Site Manager 5.00 $19.74 33.40    $            25,859   $                  375   $           659   $         26,893 Kitchen Aide 4.00 $15.05 33.40   $            15,772   $                  229   $           503   $         16,504 $                     ‐    $                     ‐    $                  ‐ $                     ‐    $                     ‐    $                  ‐ $                     ‐    $                     ‐    $                  ‐ $                     ‐    $                     ‐    $                  ‐ $                     ‐    $                     ‐    $                  ‐ $                     ‐    $                     ‐    $                  ‐ Tota
l 9.00 $            41,631   $                  604   $                   ‐    $              ‐    $        1,162   $         43,397 AB C D
Volunteer Hours
Daily
Hours
Valuation
Hourly Rate
Valuation
(In‐Kind
Registration Staff 3.00 $24.56 $        18,346
Server 13 .00 $24.56 $        18,346
Server 22 .00 $24.56 $        12,231
Server 32 .00 $24.56 $        12,231
Server 42 .00 $24.56 $        12,231
Total 12.00 $        73,385
Unpaid Volunteer Hours
*All pers
onnel costs in the Staffing Plan are built into the per meal rate listed in Exhibit C‐ 1: Budget, Service Plan & Budget.

First Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara FY2020            Page 2 of 3
County of Santa Clara
Social Services Agency
FY 2019-20 Exhibit C-1
Resource Table
Agency Name: City of Santa Clara
Program: SNP Congregate Meals
AB C D
Source of Funds FY20 Amount % of Total Commitment Code
Santa Clara County Senior Nutrition
Program (This Contract) 129,631.65$                               56% 1 Volunteer Hours* $73,385.00 32% 3
Agency General Fund $3,445.00 1% 1
CDBG $24,000.00 10% 1
Non‐senior contributions $500.00 0% 3
Total Program Cost 230,961.65$                               99% Total Per Meal Match
Actual Meal Cost
(Match + SCC Rate)
$5.57 $12.66
Commitment Code
1 2
3 4
5 Resourc
es Provided by County
Resources Provided by Agency (Match)
In‐Kind Resources
Cash Resources
* Volunteer Hours are valued by the County as: Living Wage * Hours Per Day * Serving Days SCC Rate
$7.09
Firm Commitment‐Already have an agreement or letter confirming funding Anticipated Renewal of Existing Funding‐Continuation of current year funding Anticipated Resource‐Projection of previous fees or donations Application Pending‐Application has been submitted, no confirmation at this time Pre‐Application‐Not yet submitted
First Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara FY2020            Page 3 of 3
County of Santa Clara
Social Services Agency
FY 2020-21 Exhibit C-2
Site 1 - Service Plan & Budget
Agency Name:

Site:

Rate
$7.09
Total Contract
Amount**
$110,774.16
$110,774.16
63 248 15,624
City of Santa Clara
First Amendment to the Contract between the County of Santa Clara Social services Agency and City of Santa Clara FY2020 Page 1 of 3

I I I I I I I I II I
County of Santa Clara
Social Services Agency
FY 2020-21 Exhibit C-2
Site 1 - Staffing Plan
Agency Name: City of Santa Clara
Site: Santa Clara Senior Center
63 248 15,624 13 1.45%
# of Daily
Meals
Serving Days Annual Meals Paid Holidays   Payroll
Tax Rate
Paid  Hours*
AB C D E F G H I J
Job Title
Daily
Hours Hourly Rate
Paid Time
Off
(Days)
Do not include
Holidays Salaries
Payroll
Taxes
Retirement
Contribution
Health
Insurance
Other
Fringe
Benefits
Total per
Employee
Site Manager 5.00 $19.74 33.40   $            25,761   $                  374   $           659   $         26,794 Kitchen Aide 4.00 $15.05 33.40   $            15,712   $                  228   $           503   $         16,443 $                     ‐    $                     ‐    $                  ‐ $                     ‐    $                     ‐    $                  ‐ $                     ‐    $                     ‐    $                  ‐ $                     ‐    $                     ‐    $                  ‐ $                     ‐    $                     ‐    $                  ‐ $                     ‐    $                     ‐    $                  ‐ Tota
l 9.00 $            41,473   $                  602   $                   ‐    $              ‐    $        1,162   $         43,237 AB C D
Volunteer Hours
Daily
Hours
Valuation
Hourly Rate
Valuation
(In‐Kind
Registration Staff 3.00 $24.56 $        18,273
Server 13 .00 $24.56 $        18,273
Server 22 .00 $24.56 $        12,182
Server 32 .00 $24.56 $        12,182
Server 42 .00 $24.56 $        12,182
Total 12.00 $        73,092
Unpaid Volunteer Hours
*All pers
onnel costs in the Staffing Plan are built into the per meal rate listed in Exhibit C‐ 2: Budget, Service Plan & Budget.

First Amendment to the Contract between the County of Santa Clara Social services Agency and City of Santa Clara FY2020            Page 2 of 3
County of Santa Clara
Social Services Agency
FY 2020-21 Exhibit C-2
Resource Table
Agency Name: City of Santa Clara
Program: SNP Congregate Meals
AB C D
Source of Funds FY21 Amount % of Total Commitment Code Santa Clara County Senior Nutrition
Program (This Contract) 110,774.16$                               52.3% 1 Volunteer Hours* $73,092.00 34.5% 3
Agency General Fund $3,445.00 1.6% 1
CDBG $24,000.00 11.3% 1
Non‐senior contributions $500.00 0.2% 3
Total Program Cost 211,811.16$                               99.9% Total Per Meal Match
Actual Meal Cost
(Match + SCC Rate)
$6.47 $13.56
Commitment Code
1 2
3 4
5 Firm Co
mmitment‐Already have an agreement or letter confirming funding Anticipated Renewal of Existing Funding‐Continuation of current year funding Anticipated Resource‐Projection of previous fees or donations Application Pending‐Application has been submitted, no confirmation at this time Pre‐Application‐Not yet submitted
Resources Provided by County
Resources Provided by Agency (Match)
In‐Kind Resources
Ca
sh Resources
* Volunteer Hours are valued by the County as: Living Wage * Hours Per Day * Serving Days SCC Rate
$7.09
First Amendment to the Contract between the County of Santa Clara Social services Agency and City of Santa Clara FY2020            Page 3 of 3
Santa Clara County
Social Services Agency
FY 2020-2021 Exhibit D-1: Logic Model
Logic Model - Agency Name: City of Santa Clara
A. Contract Goal:

B. Situation C. Activities/Services
D1. # of
unduplicated
clients/families
served per FY
D2. # of
Outputs
per FY
D3. Output E. Short/Long Term
Outcome Measures
Provide training to meal site
volunteers on food safety topics. 12 6 Volunteer Trainings Congregate Meals
Provide nutritious meals, opportunities to socialize, transportation, and resources to older adults across Santa Clara County.

Lack of food access,
financial instability, and
social isolation are pervasive
issues among the older adult
community. In order to meet
the needs of this community
services need to include
ethnically diverse cuisine
served in locations in
proximity to low-income
neighborhoods, innovative
service models that bring the
food to the people,
transportation options, and
additional safety net
resources. These services
are a vital component to
keeping people healthy and
living independently.

By June 30, 2021, at least 75% of eligible older adult
congregate meal participants will have participated in at least one other service offered at the meal site.

First Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara FY2020 Page 1 of 1
I
In Process

Page 1 of 1 ends

Second Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
SECOND AMENDMENT TO THE CONTRACT BETWEEN THE COUNTY OF SANTA CLARA AND CITY OF SANTA CLARA – CONGREGATE MEALS
This is the Second Amendment to the Contract between the County of Santa Clara (COUNTY) and City of Santa Clara (CONTRACTOR) entered into on July 1, 2019, for the provision of Congregate Meals Services.

The original contract was approved by the Board on June 18, 2019.

This Contract is amended as follows:

Effective July 1, 2021, the parties agree to comply with the provisions contained in the following exhibits, which are attached hereto and incorporated herein by this reference and made a part of the Contract.

1. Add Exhibit A‐2: Program Provisions, which is attached hereto and incorporated by this reference.

2. Add Exhibit B‐2: Program Plan & Requirements, which is attached hereto and incorporated by this reference.

3. Add Exhibit C‐3: Budget, which is attached hereto and incorporated by this reference.

4. Add Exhibit D‐2: Logic Model, which is attached hereto and incorporated by this reference.

All other terms and conditions of the Contract remain in full force and effect. In the event of a conflict between the original Contract and this Amendment, this Amendment controls.

IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereby agree to the terms of this Amendment to the Contract.

COUNTY OF SANTA CLARA CONTRACTOR
______________________________
Miguel Marquez, Chief Operating Officer
County of Santa Clara
______________________________
Deanna J. Santana, City Manager
City of Santa Clara
Date: _________ Date: _________
______________________________
John P. Mills
Deputy County Executive
Date: _________
ATTEST
______________________________
Hassam Haggag, City Clerk
City of Santa Clara
Date: _________
APPROVED AS TO FORM AND LEGALITY APPROVED AS TO FORM
______________________________
Luke Edwards
Deputy County Counsel
Date: _________
______________________________
Office of the City
Attorney
Date: _________
DocuSign Envelope ID: 7B72A2D5-B9EE-4987-AE57-827C723BDC3B 12/15/2021

In Process
Exhibit A-2: Program Provisions

Page 1 of 5 ends

Second Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020

Agency: City of Santa Clara
Program Name: Senior Nutrition Program – Congregate Meals

1. TERM OF CONTRACT
The term begins on July 1, 2019, and expires on June 30, 2022, unless terminated earlier or otherwise amended; with two one-year extension options.

2. MAXIMUM FINANCIAL OBLIGATION
COUNTY will reimburse CONTRACTOR actual allowable expenditures subject to the provisions of this Contract, for a total not to exceed $129,631.65 in FY2019- 2020, not to exceed $110,774.16 in FY2020-2021, and not to exceed $121,324.08 in FY2021-2022, for a total not to exceed $361,729.89.

4. FEE FOR SERVICE CONTRACT
a. CONTRACTOR will be paid by COUNTY in accordance with Exhibit A-2:

Program Provisions, Exhibit B-2: Program Plan & Requirements, Exhibit C-3:

Budget, and Exhibit D-2: Logic Model, for the performance of services as outlined in this Contract up to the maximum compensation.

DocuSign Envelope ID: 7B72A2D5-B9EE-4987-AE57-827C723BDC3B In Process
Exhibit A-2: Program Provisions

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Second Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
During each reconciliation, all funds paid to CONTRACTOR under its fee for service claims must be reconciled to the actual costs incurred by the contractor and the remaining cash, if any. This provision survives the termination of this Contract.

5. PARTICIPANT CONTRIBUTIONS
a. CONTRACTOR will submit participant contributions on a monthly basis with the monthly expense claims.

7. COMPENSATION
CONTRACTOR must submit to COUNTY an invoice in a form approved by DocuSign Envelope ID: 7B72A2D5-B9EE-4987-AE57-827C723BDC3B In Process
Exhibit A-2: Program Provisions

Page 3 of 5 ends

Second Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
COUNTY, by the tenth (10th) calendar day of each month for the month just preceding in which services were performed. The CONTRACTOR will get paid on a monthly basis upon receiving an accurate account and invoice for services rendered, as well as payment for participant and guest contributions as outlined in Exhibit B-2: Program Plan & Requirements.

b. In order to ensure continuation of service, CONTRACTOR will not be paid for meals in excess of the number of year-to-date meals listed in the Service Delivery Plan in Exhibit C-3: Budget. Meals that are provided but not reimbursed in a particular month may be reimbursed if claimed on later invoice so long as CONTRACTOR has offered the agreed upon services continuously.

c. If the invoice is in proper form and the items billed are payable under this Contract, COUNTY will make payment to CONTRACTOR.

e. COUNTY is not obligated to reimburse CONTRACTOR for any service or expenditure not reported to COUNTY within sixty (60) calendar days after the end of the last month of the Contract term.

b. CONTRACTOR must coordinate services with other organizations providing similar services in order to foster community cooperation and avoid unnecessary duplication of services.

c. CONTRACTOR must assist in the coordi nation of and verification of eligibility for mobility management services for participants who use CONTRACTOR’s site as a home meal site.

Page 4 of 5 ends

Second Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
otherwise indicated in writing, the above-named person has the primary authority and responsibility to carry out this Contract. b. COUNTY designates the Senior Nutrition Program Manager as its representative for the purpose of managing the services performed pursuant to this Contract.

10. ADJUSTMENT TO EXHIBIT B-2: PROGRAM PLAN & REQUIREMENTS A written adjustment to the Program Plan & Requirements may be approved by the COUNTY Representative, or designee, identified in this Exhibit, without a contract amendment as long as the adjustment reflects approved original program provisions and both parties are notified at least 10 days before the adjusted Work Plan begins.

11. ADJUSTMENT TO EXHIBIT C-3: BUDGET
A budget adjustment can be made without a contract amendment if Contractor submits a written budget adjustment request to the COUNTY Contract Representative, or designee, and the request is approved by the COUNTY in writing. A budget adjustment must not increase the maximum financial obligation of this Contract.

12. ADJUSTMENT TO EXHIBIT D-2: LOGIC MODEL
A written adjustment to the Logic Model may be approved by the COUNTY Representative, or designee, identified in this Exhibit, without a contract amendment as long as the adjustment reflects approved original program provisions and both parties are notified at least 10 days before the adjusted Logic Model begins.

To COUNTY: Social Services Agency, Director
CC: Senior Nutrition Program Manager
353 West Julian Street, 4
th Floor
San Jose, California 95110-2335

To CONTRACTOR: Deanna J. Santana
City Manager
1500 Warburton Avenue
DocuSign Envelope ID: 7B72A2D5-B9EE-4987-AE57-827C723BDC3B In Process
Exhibit A-2: Program Provisions

Page 5 of 5 ends

Second Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Santa Clara, CA 95050

11. COUNTY’S CONTRACT TRANSITION PROCESS
CONTRACTOR agrees to provide all information deemed necessary by the County for use in subsequent procurement cycles.

DocuSign Envelope ID: 7B72A2D5-B9EE-4987-AE57-827C723BDC3B In Process
Exhibit B-2: Program Plan & Requirements

Page 1 of 7 ends

Second Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Agency: City of Santa Clara (CONTRACTOR)
Program Name: Senior Nutrition Program – Congregate Meals (PROGRAM)

5. CONGREGATE MEAL SITES
a. CONTRACTOR will provide congregate meals at the meal site(s), days, and times indicated in Exhibit C-3: Budget. Notwithstanding, CONTRACTOR may make minor changes to the service days and times listed in Exhibit C-3 with prior written approval of COUNTY.
b. CONTRACTOR may not relocate the meal site or add a meal site without prior notification, inspection, and approval by COUNTY. Relocation or addition of a meal site without the prior approval of the COUNTY may be considered a DocuSign Envelope ID: 7B72A2D5-B9EE-4987-AE57-827C723BDC3B In Process
Exhibit B-2: Program Plan & Requirements

Page 2 of 7 ends

Second Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
breach of the provisions of this contract. COUNTY may suspend or withhold payments, or terminate the contract if the relocation affects any of the provisions of the contract including, but not limited to the following:
i. The relocation or addition reduces or terminates the provision of services to seniors in the geographic area served by this contract. ii. The relocation or addition changes the service area served by this contract. iii. The relocation or addition does not serve or give priority to older persons in the greatest social or economic need as defined by the Older Americans Act of 1965 as amended.
c. The site must have adequate lighti ng and ventilation and must meet all applicable health, fire, safety and sanitation regulations. CONTRACTOR must obtain current certificates from appropriate public officials indicating the site is in compliance with health and fire regulations.
d. CONTRACTOR ensures that a pleasan t dining atmosphere is maintained and that there is adequate space for the equipment of participants, such as canes, crutches and wheelchairs.
e. There will be no architectural barriers wh ich would prevent an eligible individual from having access to the meal site facility.
f. Innovative services may added to the PROGRAM during the term of this contract, or upon an extension of this contract, upon written approval of the COUNTY.
g. Notwithstanding a designation as a catered site in Exhibit C-3: Budget, upon written approval from COUNTY and upon obtaining all required governmental approvals, CONTRACTOR may switch to being a cook on site location. In the event of this switch, CONTRACTOR’s per-meal rate will be changed to the standard cook on site per-meal rate if different than the catered meal rate.

6. NUMBER OF MEALS, SERVING DAYS, AND HOLIDAYS
a. CONTRACTOR will provide the number of hot meals as specified in Exhibit C- 3: Budget. If demand by eligible individuals in the first six (6) months of this Contract does not result in CONTRACT OR providing the average number of meals per day specified in Exhibit C-3: Budget, COUNTY may terminate this Contract. Prior to termination, COUNTY and CONTRACTOR may attempt to renegotiate this Contract to allow CONTRACTOR to reduce the average number of meals to be provided per day. If CONTRACTOR provides additional meals and such additional meals will cause CONTRACTOR to exceed the Maximum Financial Obligation of this Contract, such additional costs will be the sole expense of CONTRACTOR, unless the parties agree and execute a Contract Amendment.
b. CONTRACTOR will be paid for the number of meals served at a meal site, not the number of meals prepared. COUNTY will not reimburse meals served that do not meet the dietary requirements in Section 4(a).

CONTRACTOR must open its Nutrition Site(s) for the number of service days specified in Exhibit C-3: Budget. CONTRACTOR must open its Nutrition Site(s) at minimum the number of serving days indicated each week except for holidays. Should CONTRACTOR close its Nutrition Site(s) due to unforeseen circumstances, CONTRACTOR will not ify COUNTY immediately and work collaboratively to reschedule the day(s) that the Nutrition Site(s) was closed.

Should CONTRACTOR close their Nutrition Site(s) due to foreseen circumstances and not be able to reschedule the day(s) of services, DocuSign Envelope ID: 7B72A2D5-B9EE-4987-AE57-827C723BDC3B In Process
Exhibit B-2: Program Plan & Requirements

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Second Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
CONTRACTOR will not be reimbursed for the number of meals allocated to the serving day(s) that the Nutrition Site(s) was closed.

DocuSign Envelope ID: 7B72A2D5-B9EE-4987-AE57-827C723BDC3B In Process
Exhibit B-2: Program Plan & Requirements

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Second Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020

11. DATA COLLECTION AND PRIVACY
a. At intervals prescribed by the COUNTY and, on forms provided by COUNTY, CONTRACTOR will collect program data and information relating to nutrition risk assessments, registered site participants, meals, use of services and program contributions. CONTRACTOR will also be required to collect program data through the use of electronic collection methods. Such methods may include the use of computers, scanners, or other means. CONTRACTOR must comply with collection requirements as directed by COUNTY. Unless otherwise specified, COUNTY will provide CONTRACTOR with the equipment needed to collect data by electronic means. COUNTY will be considered legal owner of all equipment provided to CONTRACTOR for this purpose. Such equipment is considered Non-Expendable property as described in Section 16 of this Exhibit. b. CONTRACTOR must submit a comp leted and signed Santa Clara Senior Nutrition Program – Monthly Report for the prior month by the fourth (4 th)
working day of the current month to their assigned registered dietitian. c. No later than the second time an eligible participant attends a congregate meal site operated by CONTRACTOR, CONTRACTOR must have the participant complete a registration form with partic ipant’s information. Registration forms must be submitted to the designated COUNTY staff person at least monthly for registrants from the prior month along with the Monthly Report. CONTRACTOR must submit any new monthly registrations prior to the fifth (5th) working day of every month.
d. CONTRACTOR must submit their electronic participant demographic scanner data and related documents for the prior month by the fifth (5th) working day of every month to the Senior Nutrition Program.
e. Quarterly Report. Quarterly Reports with output and outcome data must be turned in with September, December, March, and July invoices. Quarterly Reports must be prepared on the form provided by the COUNTY. Submission of the Quarterly Report is required before the corresponding monthly invoice can be paid.
f. Within 30 days of executing this agreement, and annually thereafter if the term of this agreement is extended, all em ployees, volunteers, subcontractors, or agents of CONTRACTOR who handle confidential client information, including but not limited to registration forms, must complete the information security and privacy presentation online training prov ided by the California Department of Aging (currently available at:
https://www.aging.ca.gov/ProgramsProviders/Information_Security_and_Priv acy/Presentation/index.html). Upon completion, evidence must be submitted to COUNTY to provide to Sourcewise.

Page 5 of 7 ends

Second Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
congregate meals is $3.00 per meal. If CONTRACTOR also provides home delivered meals, the suggested contribution is $3.00 per day. Contributions are confidential. CONTRACTOR will not disclose records of the amount of contribution received or the name of contributor to third parties without written permission of the contributor. COUNTY has the right to review CONTRACTOR'S contribution records for audit purposes. Payment of the suggested contribution is not a condition for the receipt of meals. b. CONTRACTOR will submit participant contributions on a monthly basis to be included with the monthly reimbursement claims. One hundred percent of these contributions must be submitted to COUNTY.

CONTRACTOR must record the number of volunteer meals served.

The cost of providing guest meals may not be included in the quarterly reconciliation.
c. Staff Meals: Nutrition services staff under the age of 60 may receive a meal if doing so will not deprive an older individual of a meal or add to the cost of meals prepared. CONTRACTOR must record the number of nutrition services staff meals served. The cost of providing staff meals may not be included in the quarterly reconciliation.

14. MANDATORY ATTENDANCE
CONTRACTOR must have a representative attend every required training and meeting offered by the COUNTY that is spec ific to the Senior Nutrition, Congregate Meals Program.

15. PURCHASES
COUNTY may require CONTRACTOR, by written notice, to obtain approval of COUNTY for all purchases of food and ma terials. Approval will not be withheld by COUNTY except for good cause.

COUNTY will be the legal owner of all equipment that is purchased with COUNTY funds. COUNTY may take possession of its equipment if it is not being used primarily for program purposes and will determine disposition of that equipment upon expiration or termination of this contract.

DocuSign Envelope ID: 7B72A2D5-B9EE-4987-AE57-827C723BDC3B In Process
Exhibit B-2: Program Plan & Requirements

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Second Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020

17. COMPETITIVE BID REQUIREMENTS
a. All equipment purchases by the CONTRACTOR exceeding five-hundred dollars ($500.00) must be procured through a competitive process in compliance with Sourcewise’s bidding procedures unless services or materials can be obtained only from a single source. Any procurement exceeding ten- thousand dollars ($10,000.00) must also comply with the requirements of Office of Management and Budget Circular Uniform Guidance.
b. Unless CONTRACTOR uses the COUNTY’s designated vendor, prior to making any equipment purchase that has a value of five-hundred dollars ($500) or more, CONTRACTOR will submit to COUNTY evidence that it has received a minimum of three (3) bids for such subcontract and justification for selection of the successful bidder or submit documentation to support the use of the sole supplier. Record shall be maintained by CONTRACTOR showing the parties solicited and the bids submitted.

18. OVERTIME WORK
Overtime work expenditures that are incurred by the CONTRACTOR will not be paid by reducing services or meals under this contract.

19. RESTRICTION OF DISCLOSURES
Any reports, analysis, studies, drawings, information or data generated as a result of this contract are to be provided to COUNTY prior to public dissemination.

Should Sourcewise decide to reimburse the County regardless of the combined error rate of all Senior Nutrition Meal Sites, then the County will not withhold any percentage of CONTRACTOR’s invoice regardless of CONTRACTOR’s error rate for that month.

DocuSign Envelope ID: 7B72A2D5-B9EE-4987-AE57-827C723BDC3B In Process
Exhibit B-2: Program Plan & Requirements

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Second Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020

21. GRIEVANCE POLICY
a. CONTRACTOR must establish a written grievance process for reviewing and attempting to resolve complaints of older individuals receiving services funded by this Contract which complies with Sourcewise’s requirements and the Older Americans Act, Section 315(b)(4). At a minimum, the process shall include all of the following:
i. Time frames within which a complaint will be acted upon. ii. Written notification to the compla inant of the results of the review, including a statement that the complainant may appeal to Sourcewise if dissatisfied with the results of CONTRACTOR’s review.
iii. Confidentiality provisions to protect the complainant’s rights to privacy.

DocuSign Envelope ID: 7B72A2D5-B9EE-4987-AE57-827C723BDC3B In Process
County of Santa Clara
Social Services Agency
FY 2021-22 Exhibit C-3
Site 1 - Service Plan & Budget
Agency Name:

Site:

A
Budget
Per Meal Reimbursement Rate*
Grand Total
Weekly Service Plan Mon Tues Weds Thurs Fri Sat Sun
Service
Days
Service Start 11:30 AM 11:30 AM 11:30 AM 11:30 AM 11:30 AM N/A N/A Service End 12:30 PM 12:30 PM 12:30 PM 12:30 PM 12:30 PM N/A N/A Total Hours 1.00 1.00 1.00 1.00 1.00 N/A N/A 5
Monthly Service Delivery Plan Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Total Possible Serving Days 22 22 22 21 22 23 21 20 23 21 22 22 261 Unpaid Days O f f 0 00000000 000 0
H o l i d a y s 1 02132110110 13
Actual Serving Days 21 22 20 20 19 21 20 19 23 20 21 22 248 Budgeted Monthly Meals
(Serving Days x # of Daily Meals) 1449 1518 1380 1380 1311 1449 1380 1311 1587 1380 1449 1518 17112 YTD Budgeted Meals** 1449 2967 4347 5727 7038 8487 9867 11178 12765 14145 15594 17112 *Only meals provided to eligible participants which meet dietary requirements will be reimbursed. The maximum number of meals reimbursed by the County will not exceed the YTD number of budgeted meals based on County‐approved holiday schedule. Meals provided in a previous month but not reimbursed may be billed in a subsequent mo nth. **Food costs must equal at least 25% less $.25 of the Total Contract Amount. Meals that are unserved will not be reimbursed.

Rate
$7.09
Total Contract
Amount**
$121,324.08
$121,324.08
69 248 17,112
City of Santa Clara
Site Preparation Type
Catered
Santa Clara Senior Center
EFBC D
# of
Daily Meals
# of
Serving Days Annual Units
Second Amendment to the Contract between the County of Santa Clara Social services Agency and City of Santa Clara FY2020            Page 1 of 3
DocuSign Envelope ID: 7B72A2D5-B9EE-4987-AE57-827C723BDC3B I I
In Process
County of Santa Clara
Social Services Agency
FY 2021-22 Exhibit C-3
Site 1 - Staffing Plan
Agency Name: City of Santa Clara
Site: Santa Clara Senior Center
69 248 17,112 13 1.45%
# of Daily
Meals
Serving Days Annual Meals Paid Holidays   Payroll
Tax Rate
Paid  Hours*
AB C D E F G H I J
Job Title
Daily
Hours Hourly Rate
Paid Time
Off
(Days)
Do not include
Holidays Salaries
Payroll
Taxes
Retirement
Contribution
Health
Insurance
Other
Fringe
Benefits
Total per
Employee
Site Manager 5.00 $19.74 33.40    $            25,761   $ 374   $           659   $         26,794 Kitchen Aide 4.00 $15.05 33.40   $            15,712   $ 228   $           503   $         16,443 $ ‐    $ ‐    $ ‐
$ ‐    $ ‐    $ ‐
$ ‐    $ ‐    $ ‐
$ ‐    $ ‐    $ ‐
$ ‐    $ ‐    $ ‐
$ ‐    $ ‐    $ ‐
Total 9.00 $            41,473   $ 602   $ ‐    $              ‐    $       1,162   $         43,237 AB C D
Volunteer Hours
Daily
Hours
Valuation
Hourly Rate
Valuation
(In‐Kind
Registration Staff 3.00 $25.31 $        18,831
Server 13 .00 $25.31 $        18,831
Server 22 .00 $25.31 $        12,554
Server 32 .00 $25.31 $        12,554
Server 42 .00 $25.31 $        12,554
Total 12.00 $        75,324
Unpaid Volunteer Hours
*All personnel costs in the Staffing Plan are built into the per meal rate listed in Exhibit C‐3: Budget, Service Plan & Budget.

Second Amendment to the Contract between the County of Santa Clara Social services Agency and City of Santa Clara FY2020 Page 2 of 3
DocuSign Envelope ID: 7B72A2D5-B9EE-4987-AE57-827C723BDC3B In Process
County of Santa Clara
Social Services Agency
FY 2021-22 Exhibit C-3
Resource Table
Agency Name: City of Santa Clara
Program: SNP Congregate Meals
AB C D
Source of Funds FY22 Amount % of Total Commitment Code
Santa Clara County Senior Nutrition
Program (This Contract) 121,324.08$ 54.0% 1
Volunteer Hours* $75,324.00 33.5% 3
Agency General Fund $3,445.00 1.5% 1
CDBG $24,000.00 10.7% 1
Non‐senior contributions $500.00 0.2% 3
Total Program Cost 224,593.08$ 99.9%
Total Per Meal Match
Actual Meal Cost
(Match + SCC Rate)
$6.03 $13.12
Commitment Code
1 2
3 4
5 Resources Pro
vided by County
Resources Provided by Agency (Match)
In‐Kind Resources
Cash Resources
* Volunteer Hours are valued by the County as: Living Wage * Hours Per Day * Serving Days SCC Rate
$7.09
Firm Commitment‐Already have an agreement or letter confirming funding Anticipated Renewal of Existing Funding‐Continuation of current year funding Anticipated Resource‐Projection of previous fees or donations Application Pending‐Application has been submitted, no confirmation at this time Pre‐Application‐Not yet submitted
Second Amendment to the Contract between the County of Santa Clara Social services Agency and City of Santa Clara FY2020 Page 3 of 3
DocuSign Envelope ID: 7B72A2D5-B9EE-4987-AE57-827C723BDC3B In Process
Santa Clara County
Social Services Agency
FY 2021-2022 Exhibit D-2: Logic Model
Logic Model - Agency Name: City of Santa Clara
A. Contract Goal:

B. Situation C. A
ctivities/Services
D1. # of
unduplicated
clients/families
served per FY
D2. # of
Outputs
per FY
D3. Output E. Short/Long Term
Outcome Measures
Provide training to meal site
volunteers on food safety topics. 12 6 Volunteer Trainings Congregate Meals
Provide nutritious meals, opportunities to socialize, transportation, and resources to older adults across Santa Clara County.

By June 30, 2022, at least 75% of eligible older adult
congregate meal participants will have participated in at least one other service offered at the meal site.

Second Amendment to the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara FY2020 Page 1 of 1
DocuSign Envelope ID: 7B72A2D5-B9EE-4987-AE57-827C723BDC3B I

Page 1 of 18 ends

Contract between the County of Santa Clara and City of Santa Clara FY22

CONTRACT BETWEEN THE COUNTY OF SANTA CLARA AND
CITY OF SANTA CLARA FOR THE PROVISION OF SENIOR NUTRITION PROGRAM – COVID-19

EMERGENCY MEALS

1. This Contract is between the County of Santa Clara (henceforth, COUNTY) and City of Santa Clara (henceforth, CONTRACTOR) for Senior Nutrition Program - COVID-19 Emergency Meals.

2. The parties agree to comply with the General Terms and Conditions contained in Articles I -V of this Contract and provisions contained in Exhibit A: Program Provisions, Exhibit B:

Program Plan & Requirements, Exhibit C: Budget, Exhibit D: Logic Model and Exhibit E:

Federally Required Contract Provisions which are attached hereto and incorporated herein by this reference and made a part of this Contract.

IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereby agree to the terms of this Contract.

COUNTY OF SANTA CLARA CONTRACTOR

Jeffrey V. Smith, M.D. J.D., County Executive
County of Santa Clara

Office of City Manager
City of Santa Clara

Date:

John P. Mills, Deputy County Executive
Date:

ATTEST:

Nora Pimentel, Assistant City Clerk
City of Santa Clara
Date:

APPROVED AS TO FORM AND LEGALITY

APPROVED AS TO FORM

Luke Edwards
Deputy County Counsel

Date:

Office of City Attorney
City of Santa Clara

Date:

DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279 6/23/2022
6/28/2022
6/29/2022
6/29/2022
6/30/2022
7/3/2022

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Contract between the County of Santa Clara and City of Santa Clara FY22

Contract General Terms and Conditions

Article I
General Terms

1. ENTIRE CO NTRACT
This Contract and its Exhibits/Appendices (if any) constitutes the final, complete and exclusive statement of the terms of the agreement between the parties. It incorporates and supersedes all the agreements, covenants and understandings between the parties concerning the subject matter hereof, and all such agreements, covenants and understandings have been merged into this Contract. No prior or contemporaneous agreement or understanding, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this Agreement.

2. AMENDMENTS
This Contract may only be amended by written instrument and signed by authorized representatives of all contracting parties.

3. CONFLICTS

OF INTEREST
a. CONTRACTOR shall comply, and require its subcontractors to comply, with all applicable (i) requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code section 1090 et. seq., the California Political Reform Act (California Government Code section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure an d disqualification (2 California Code of Regulations section 18700 et. seq.). Failure to do so constitutes a material breach of this Agreement and is grounds for immediate termination of this Agreement by the COUNTY.

b. In accepting this Agreement, CONTRACTO R covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement.

CONTRACTOR further covenants that, in the performance of this Agreement, it will not employ any CONTRACTOR or person having such an interest. CONTRACTOR, including but not limited to CONTRACTOR’s employees and subcontractors, may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will foreseeably financially affect such interests.

c. If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agreement, CONTRACTOR shall, upon execution o f this Agreement, provide the COUNTY with the names, description of individual duties to be performed, and email addresses of all individuals, including but not limited to CONTRACTOR’s employees, agents and subcontractors, that could be substantively involved in “making a governmental decision” or “serving in a staff capacity and in that capacity participating in making governmental decisions or performing duties that DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279

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Contract between the County of Santa Clara and City of Santa Clara FY22

would be performed by an individual in a designated position,” (2 CCR 18700. 3), as part of CONTRACTOR’s service to the COUNTY under this Agreement. CONTRACTOR shall immediately notify the COUNTY of the names and email addresses of any additional individuals later assigned to provide such service to the COUNTY under this Agreement in such a capacity. CONTRACTOR shall immediately notify the COUNTY of the names of individuals working in such a capacity who, during the course of the Agreement, end their service to the COUNTY.

d. If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agreement, CONTRACTOR shall ensure that all such individuals identified pursuant to this section understand that they are subject to the Act and shall conform to all requirements of the Act and other laws and regulations listed in subsection (A) including, as required, filing of Statements of Economic Interests within 30 days of commencing service pursuant to this Agreement, annually by April 1, and within 30 days of their termination of service pursuant to this Agreement.

4. GOVERNING LAW, VENUE
This Contract has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of the State of California. Proper venue for legal action regarding this Agreement shall be in the County of Santa Clara.

5. ASSIGNMENT
No assignment of this Contract or of the rights and obligations hereunder shall be valid without the prior written consent of the other party.

6. WAIVER
No delay or failure to require performance of any provision of this Contract shall constitute a waiver of that provision as to that or any other instance. Any waiver granted by a party shall be in writing and shall apply to the specific instance expressly stated.

7. INDEPENDENT C

ONTRACTOR STATUS
CONTRACTOR will perform all work and services described herein as an independent contractor and not as an officer, agent, servant, or employee of COUNTY. None of the provisions of this Contract is intended to create, nor will be deemed or construed to create, any relationship between the parties other than that of independent parties contracting with each other for purpose of effecting the provisions of this Contract. The parties are not, and will not be construed to be in a relationship of joint venture, partnership, or employer - employee. Neither party has the authority to make any statements, representations, or commitments of any kind on behalf of the other party, or to use the name of the other party in any publications or advertisements, except with the written consent of the other party or as is explicitly provided herein. CONTRACTOR is solely responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors, if any.

8. SEVERABILITY OF PRO

VISIONS
If any provision(s) of this Contract are held invalid, the remainder of this Contract remains in force.

DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279 Article 4

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Contract between the County of Santa Clara and City of Santa Clara FY22

Fiscal Accountability and Requirements

1. AVAILABILITY AN D SUBSTITUTION OF FUNDS
a. Notwithstanding any provision herein, this Contract is valid and enforceable only if sufficient funds are available. In the event of reduction, suspension, discontinuance, or other unavailability of funds, COUNTY unilaterally may take appropriate actions including, but not limited to, reducing existing service authorization, immediate termination of the Contract, or reducing the maximum dollar amount of this Contract with no liability occurring to the COUNTY.

b. If applicable, the COUNTY may substitute State or Federal funds for funds appropriated by the Board of Supervisors for payments to be made pursuant to this Contract.

CONTRACTOR will then be bound by the requirements of any State or Federal grant contracts, statutes, regulations, guidelines, or directives associated with the funds.

2. COMPENSATION TO CONTRACTOR
Compensation method shall be Fee for Service.

3. DISALLOWED C OSTS
a. CONTRACTOR is liable for any funds expended that are not in accordance with this Contract, including, but not limited to, disallowed costs, violation, and/or default of Contract. CONTRACTOR will repay COUNTY disallowed costs, violation and/or default amounts within ninety (90) days of discovery of these costs. This provision survives the termination of this Contract.

b. If funding under this Contract is from Federal sources, such funds may not be used by CONTRACTOR, either directly or indirectly, as a contribution for the purpose of obtaining any Federal funds under any Federal programs. An indirect use of such funds to match Federal funds is defined as: “the allocation by CONTRACTOR of funds received under this Contract to a non-matching expenditure, thereby releasing or displacing other of its funds for the purpose of matching Federal funds.”

4. FINANCIAL RECORDS
a. CONTRACTOR will establish and maintain a system of financial controls and accounting in conformance with Generally Accepted Accounting Principles (GAAP).

b. CONTRACTOR must maintain accurate and complete financial records of all costs and operating expenses in connection with this Contract including, but not limited to subcontracts, invoices, timecards, cash receipts, vouchers, canceled checks, bank Statements, and other official documentation indicating in proper detail the nature and propriety of all costs incurred, and reimbursed by COUNTY.

c. The financial records must show that funds received under this Contract are used for purposes consistent with the terms of this Contract.

DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279 Article 5

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Contract between the County of Santa Clara and City of Santa Clara FY22

Reporting, Records, Audit, Evaluations, and Termination

1. INSPECTION AN D AUDIT
a. All records, books, reports, and documentation maintained by CONTRACTOR pursuant to this Contract, or related to the CONTRACTOR’s activities and expenditures under this Contract, will be open for inspection and audit by Federal, State, and County officials, or their agents, upon demand at reasonable times. Such records must be kept in the State of California for the retention period specified in this Contract. This provision survives the termination of this contract.

b. CONTRACTOR will provide the Federal, State, or County officials, or their agents’ reasonable access, through representatives of CONTRACTOR, to facilities, records, clients, and employees that are used in conjunction with the p rovision of contract services, except where prohibited by Federal or State laws, regulations or rules.

c. CONTRACTOR must submit to COUNTY audited financial reports conducted by an independent certified public accountant no later than four (4) months after the end of the last month of the contract term, indicating that reported costs are actual, reasonable, necessary, allowable, and computed in accordance with GAAP and provisions stipulated in this Contract. In addition, the CONTRACTOR must submit any management letters or management advisory letters that apply to the CONTRACTOR’s agency audit. COUNTY has the discretion to only require an audit report every two (2) years.

d. COUNTY may elect to accept an audit report in accordance with GAAP conducted to meet co mpliance requirements of other funding entities in the event all of the above provisions are met.

2. REPORTING REQUIREMENTS
a. CONTRACTOR must maintain complete and accurate records of its operation, including any and all records required by COUNTY relating to matters covered by this Contract, including, but not limited to, financial records, supporting documents, client statistical records, personnel and all other pertinent records. COUNTY may receive copies of any and all such records upon request.

b. CONTRACTOR must submit to COUNTY a compensation claim on forms approved by COUNTY Social Services Agency.

c. CONTRACTOR must assist COUNTY in meeting COUNTY's reporting requirements to the State and other agencies with respect to CONTRACTOR's work hereunder. This cooperation includes assisting COUNTY to prepare evaluations required by the State or Federal governments regarding services provided by CONTRACTOR under this Contract.

CONTRACTOR must submit to COUNTY any and all reports that may be required by COUNTY concerning CONTRACTOR's performance under this Contract.

d. Upon COUNTY's request, CONTRACTOR must provide COUNTY evidence of CONTRACTOR's capacity to perform under this Contract, its compliance with applicable statutes and regulations, and its compliance with the terms and conditions of this DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279

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Contract between the County of Santa Clara and City of Santa Clara FY22

Contract.

e. All records, books, reports and documentation must be retained in the State of California by CONTRACTOR for four (4) years after termination of this Contract; or until all Federal, State and County audits are completed; or until all disputes, litigation, or claims are resolved; whichever is later. All such records, books , reports and documentation must be transmitted to the COUNTY of Santa Clara, Social Services Agency in the event that CONTRACTOR goes out of business during the period in which records are required to be maintained. This provision survives the termination of this contract.

f. CONTRACTOR must within 30 calendar days advise the COUNTY of 1) the issuance of any legal complaint by an enforcement agency, or any enforcement proceedings by any Federal, State or local agency for alleged violations of Federal, State or local rules, regulations or laws, and/or 2) the issuance of citations, court findings or administrative findings for violations of applicable Federal, State or local rules, regulations or laws.

g. CONTRACTOR guarantees that it, its employees, contractors, subcontractors or agents are not suspended or debarred from receiving Federal fund as listed in the List of Parties Excluded from Federal Procurement or Non -procurement Programs issued by the Federal General Services Administration (https://www.sam.gov/ ). CONTRACTOR must within 30 calendar days advise the COUNTY if it, its employees, contractors, subcontractors or agents become suspended or debarred from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or Non- procurement Programs issued by the Federal General Services Administration during the term of this Agreement.

3. RESPONSIBILITY FOR AUDIT EXCEPTIONS
CONTRACTOR accepts responsibility for receiving, replying to, and complying with any audit exceptions by appropriate Federal, State, or County, audit agencies.

4. MONITORING AN

D EVALUATION
a. COUNTY's Social Services Agency will monitor the work performed and financial operations conducted under this Contract t o determine whether CONTRACTOR's operation conforms to County policy, Federal and State statutes and regulations, and to the terms of this Contract.

b. COUNTY may conduct participant interviews to determine program compliance.

c. CONTRACTOR agrees to participate in and cooperate with studies and surveys COUNTY deems necessary to meet its monitoring and evaluation responsibility.

d. CONTRACTOR must furnish all data, Statements, records, information, and reports necessary for COUNTY to monitor, review, and evaluate the performance of the program and its components. Performance evaluations will examine the following five factors: 1) fiscal accountability; 2) completion of work within a given time frame; 3) ability and effort to meet the performance criteria; 4) quality of services; and 5) a recommendation for future contracting with the CONTRACTOR.

DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279

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Contract between the County of Santa Clara and City of Santa Clara FY22

e. If, in the course of monitoring and evaluation, COUNTY discovers any practice, procedure or policy of CONTRACTOR that deviates from the terms of this Contract; that violates State or Federal statutes or regulations; that threatens the success of the program carried on pursuant to this Contra ct, or that jeopardizes the fiscal integrity of said program, COUNTY may impose reasonable funding restrictions upon notice specifying the nature of the restrictions(s), reasons for imposition, the corrective action that must be taken before they will be removed, time allowed for completing the corrective action, and method of requesting reconsideration.

f. CONTRACTOR must respond in writing to any discrepancies, violations, or deficiencies identified by COUNTY within ten (10) days.

5. CORRECTIVE A

CTION PROCEDURE
a. Upon receipt by COUNTY of information regarding a failure by CONTRACTOR to comply with any provision of this Contract, COUNTY has the right to forward to CONTRACTOR a notice of COUNTY’s intent to consider corrective action to enforce compliance with such provision. Such notice will indicate the nature of the issue, or issues, to be reviewed in determining the need for corrective action. CONTRACTOR may have the opportunity to respond or participate in formulating the corrective action recommendation. COUNTY has the right to require the presence of CONTRACTOR’s officer(s) or employee(s) at any hearing or meeting called for the purpose of considering corrective action.

b. After issuing such notice, and after considering CONTRACTOR’s response, if any, COUNTY may forward to CONTRACTOR a set of specific corrective actions recommended and a timetable for implementing the specified corrective actions recommended.

Following implementation of the corrective actions, CONTRACTOR will forward to COUNTY, within the time specified by COUNTY, any verification required by COUNTY regarding the corrective actions.

c. In the event CONTRACTOR does not implement the corrective actions recommended in accordance with the corrective actions timetable, COUNTY may sus pend payments hereunder or immediately terminate this Contract without further notice to CONTRACTOR.

6. TERMINATION
a. Termination for Convenience
COUNTY may, by written notice to CONTRACTOR, terminate all or part of this Agreement at any time for the convenience of the COUNTY. The notice shall specify the effective date and the scope of the termination.

b. Termination fo
r Cause
COUNTY may, at any time, elect to suspend or terminate this Contract or withhold payments to CONTRACTOR, in whole or in part, for cause, by giving written notice specifying the effective date and scope of such termination. Cause includes, but is not limited to the following:

i. CONTRACTOR failure to comply with any contract provision; ii. CONTRACTOR fails to meet the performance criteria of this Contract; iii. COUNTY deems CONTRACTOR’s performance unsatisfactory.

DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279

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Contract between the County of Santa Clara and City of Santa Clara FY22

iv. Litigation is pending with respect to the CONTRACTOR’s performance under this Contract that may jeopardize or adversely affect services; v. CONTRACTOR is the subject of a voluntary or involuntary proceeding under the Bankruptcy Act;
vi. CONTRACTOR submits to COUNTY any reports that are incorrect or incomplete in any material respect, or fails to file timely reports; or, vii. CONTRACTOR is suspended or debarred from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or Non -procurement Programs issued by the General Services Administration.

c. Terminations
In the event of any termination, all finished or unfinished documents, data, studies, reports, and materials (Materials) prepared by the CONTRACTOR under this Contract becomes the property of the COUNTY and will be promptly delivered to the COUNTY.

Upon termination, the CONTRACTOR may make and retain a copy of such Materials.

CONTRACTOR may be compensated based on the completion of services provided, as solely and reasonably determined by COUNTY.

7. NON-EX

CLUSIVE REMEDIES
The remedies listed in this Contract are non -exclusive, and COUNTY retains all other rights and remedies it may have under general law, including the right to terminate the Contract immediately without advance notice if CONTRACTOR becomes unable to pe rform its obligations under this Contract.

Article IV
Statutes, Regulations, and Policies

1. COMPLIANCE WITH ALL LAWS, INCLUDING NONDISCRMINATION, EQUAL OPPORTUNITY,

AND WAGE THEFT PREVENTION
a. Compliance with All Laws. CONTRACTOR shall comply with all applicable Federal, State, and local laws, regulations, rules, and policies (collectively, “Laws”), including but not limited to the non -discrimination, equal opportunity, and wage and hour Laws referenced in the paragraphs below.

b. Compliance with Non -Discrimination and Equal Opportunity Laws: CONTRACTOR shall comply with all applicable Laws concerning nondiscrimination and equal opportunity in employment and contracting, including but not limited to the following: Santa Clara County’s policies for contractors on nondiscrimination and equal opportunity; Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967; the Rehabilitation Act of 1973 (Sections 503 and 504); the Equal Pay Act of 1963; California Fair Employment and Housing Act (Government Code sections 12900 et seq.); California Labor Code sections 1101, 1102, and 1197.5; and the Genetic Information Nondiscrimination Act of 2008. In addition to the foregoing, CONTRACTOR shall not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political belief, organizational affiliation, DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279

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or marital status in the recruitment, selection for training (including but not limited to apprenticeship), hiring, employment, assignment, promotion, layoff, rates of pay or other forms of compensation. Nor shall CONTRACTOR discriminate in the provision of services provided under this contract because of a ge, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status.

c. Compliance with Wage and Hour Laws: CONTRACTOR shall comply with all applicable wage and hour Laws, which may include but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code, and, if applicable, any local Minimum Wage, Prevailing Wage, or Living Wage laws.

d. Definitions: For purposes of this Section, the following definitions shall apply. A “Final Judgment” shall mean a judgment, decision, determination, or order (a) which is issued by a court of law, an investigatory government agency authorized by law to enforce an applicable Law, an arbiter, or arbitration panel and (b) for which all appeals have been exhausted or the time period to appeal has expired. For pay equity Laws, relevant investigatory government agencies include the federal Equal Employment Opportunity Commission, the California Division of Labor Standards Enforcement, and the California Department of Fair Employment and Housing. Violation of a pay equity Law shall mean unlawful discrimination in compensation on the basis of an individual’s sex, gender, gender identity, gender expression, sexual orientation, race, color, ethnicity, or national origin under Title VII of the Civil Rights Act of 1964 as amended, the Equal Pay Act of 1963, California Fair Employment and Housing Act, or California Labor Code section 1197.5, as applicable. For wage and hour Laws, relevant investigatory government agencies include the federal Department of Labor, the California Division of Labor Standards Enforcement, and the City of San Jose’s Office of Equality Assurance.

e. Prior Judgments, Decisions or Orders against CONTRACTOR : BY SIGNING THIS

AGREEMENT, CONTRACTOR AFFIRMS THAT IT HAS DISCLOSED ANY FINAL JUDGMENTS

THAT (A) WERE ISSUED IN THE FIVE YEARS PRIOR TO EXECUTING THIS AGREEMENT BY A

COURT, ANINVESTIGATORY GOVERNMENT AGENCY, ARBITER, OR ARBITRATION PANEL

AND (B) FOUND THAT CONTRACTOR VIOLATED AN APPLICABLE WAGE AND HOUR LAW OR PAY EQUITY LAW. CONTRACTOR FURTHER AFFIRMS THAT IT HAS SATISFIED AND COMPLIED WITH—OR HAS REACHED AGREEMENT WITH THE COUNTY REGARDING THE MANNER IN WHICH IT WILL SATISFY —ANY SUCH FINAL JUDGMENTS, DECISIONS, DETERMINATIONS, OR ORDERS.

f. Violations of Wage and Hour Laws or Pay Equity Laws During Term of Contract: If at any time during the term of this Agreement, CONTRACTOR receives a Final Judgment rendered against it for violation of an applicable wage and hour Law or pay equity Law, then CONTRACTOR shall promptly satisfy and comply with any such Final Judgment.

CONTRACTOR shall inform the Office of the County Ex ecutive-Office of Countywide Contracting Management (OCCM) of any relevant Final Judgment against it within 30 days of the Final Judgment becoming final or of learning of the Final Judgment, whichever is later. CONTRACTOR shall also provide any documentary evidence of DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279

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compliance with the Final Judgment within 5 days of satisfying the Final Judgment. Any notice required by this paragraph shall be addressed to the Office of the County Executive-OCCM at 70 W. Hedding Street, East Wing, 11th Floor, San José, CA 95110.

Notice provisions in this paragraph are separate from any other notice provisions in this Agreement and, accordingly, only notice provided to the Office of the County Executive- OCCM satisfies the notice requirements in this paragraph.

g. Access to Records Concerning Compliance with Pay Equity Laws: In addition to and notwithstanding any other provision of this Agreement concerning access to CONTRACTOR’s records, CONTRACTOR shall permit the COUNTY and/or its authorized representatives to audit and review records related to compliance with applicable pay equity Laws. Upon the COUNTY’s request, CONTRACTOR shall provide the C OUNTY with access to any and all facilities and records, including but not limited to financial and employee records, that are related to the purpose of this Section, except where prohibited by federal or state laws, regulations or rules. COUNTY’s access t o such records and facilities shall be permitted at any time during CONTRACTOR’s normal business hours upon no less than 10 business days’ advance notice.

h. Pay Equity Notification: CONTRACTOR shall (1) at least once in the first year of this Agreement and annually thereafter, provide each of its employees working in California and each person applying to CONTRACTOR for a job in California (collectively, “Employees and Job Applicants”) with an electronic or paper copy of any applicable pay equity Laws, or (2) throughout the term of this Agreement, continuously post an electronic copy of all applicable pay equity Laws in conspicuous places accessible to all of CONTRACTOR’s Employees and Job Applicants.

i. Material Breach: Failure to comply with any part of this Section shall constitute a material breach of this Agreement. In the event of such a breach, the County may, in its discretion, exercise any or all remedies available under this Agreement and at law.

COUNTY may, among other things, take any or all of the following actions:

I. Suspend or terminate any or all parts of this Agreement.

II. Withhold payment to CONTRACTOR until full satisfaction of a Final Judgment concerning violation of an applicable wage and hour Law or pay equity Law.

III. Offer CONTRACTOR an opportunity to cure the breach.

j. Subcontractors: CONTRACTOR shall impose all of the requirements set forth in this Section on any subcontractors permitted to perform work under this Agreement. This includes ensuring that any subcontractor rec eiving a Final Judgment for violation of an applicable Law promptly satisfies and complies with such Final Judgment.

k. CONTRACTOR recognizes the mandatory standards and policies relating to energy efficiency in the State energy conservation plan (Title 24, California Administrative Code).

l. For Contracts over $100,000 CONTRACTOR will comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 U.S. Code 1857 (h)), Section 508 of the Clean Water Act (33 U.S. Code 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15).

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m. CONTRACTOR must establish procedures assuring that any person’s complaints and grievances against CONTRACTOR regarding the delivery of services under this Contract are promptly addressed and fairly resolved.

2. ASSIGNMENT OF C

LAYTON ACT, CARTWRIGHT ACT CLAIMS
CONTRACTOR hereby assigns to the COUNTY all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the CONTRACTOR for sale to the COUNTY pursuant to this Contract.

3. COUNTY N

O-SMOKING POLICY
CONTRACTOR and its employees, agents and subcontractors, shall comply with the COUNTY’s No-Smoking Policy, as set forth in the Board of Supervisors Policy Manual section

3.47 (as amended from time to time), which prohibits smoking: (1) at the Santa Clara Valley Medical Center Campus and all COUNTY -owned and operated health facilities, (2) within 30 feet surrounding COUNTY -owned buildings and leased buildings where the COUNTY is the sole occupant, and (3) in all COUNTY vehicles.

4. FOOD AN

D BEVERAGE STANDARDS
a. Except in the event of an emergency or medical necessity, the following nutritional standards shall apply to any foods and/or beverages purchased by CONTRACTOR with COUNTY funds for COUNTY-sponsored meetings or events.

b. If food is to be provided, healthier food options must be offered. “Healthier food options” include (1) fruits, vegetables, whole grains, and low fat and low calorie foods; (2) minimally processed foods without added sugar and with low sodium; (3) foods prepared using healthy cooking techniques; and (4) foods with less than 0.5 grams of trans fat per serving. Whenever possible, CONTRACTOR shall (1) offer seasonal and local produce; (2) serve fruit instead of sugary, high calorie desserts; (3) attempt to accommodate special, dietary and cultural needs; and (4) post nutritional information and/or a list of ingredients for items served. If meals are to be provided, a vegetarian option shall be provided, and the CONTRACTOR should consider providing a vegan option. If pre -packaged snack foods are provided, the items shall contain: (1) no more than 35 % of calories from fat, unless the snack food items consist solely of nuts or seeds; (2) no more than 10% of calories from saturated fat; (3) zero trans fat; (4) no more than 35% of total weight from sugar and caloric sweeteners, except for fruits and vegetables with no added sweeteners or fats; and (5) no more than 360 mg of sodium per serving.

c. If beverages are to be provided, beverages that meet the COUNTY’s nutritional criteria are (1) water with no caloric sweeteners; (2) unsweetened coffee or tea, pro vided that sugar and sugar substitutes may be provided as condiments; (3) unsweetened, unflavored, reduced fat (either nonfat or 1% low fat) dairy milk; (4) plant -derived milk (e.g., soy milk, rice milk, and almond milk) with no more than 130 calories per 8 ounce serving; (5) 100% fruit or vegetable juice (limited to a maximum of 8 ounces per container); and (6) other low -calorie beverages (including tea and/or diet soda) that do not exceed 40 calories per 8 ounce serving. Sugar -sweetened beverages shall no t be provided.

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5. CONTRACTING PRINCIPLES
CONTRACTOR agrees to comply with the COUNTY’s Contracting Principles set forth in the Board Policy Manual. The Contracting Principles require, among other things, that CONTRACTOR be a fiscally responsible entity and treat its employees fairly. CONTRACTOR is also required to (1) comply with all applicable federal, state and local rules, regulations and laws; (2) maintain financial records, and make those records available upon request; (3) provide to the COUNTY copies of any financial audits that have been completed during the term of the contract; and (4) upon the COUNTY's request, provide the COUNTY reasonable access, through representatives of the CONTRACTOR, to facilities, financial and employee records that are related to the purpose of the contract, except where prohibited by federal or state laws, regulations or rules. Refer to:
https://www.sccgov.org/sites/scc/Documents/Type_I_or_Type_II_Contractors.pdf

6. THIRD P

ARTY BENEFICIARIES
This agreement does not, and is not intended to, confer any rights or remedies upon any person or entity other than the parties.

7. MAINTENANCE OF S OFTWARE
If CONTRACTOR is provided with “remote access”, defined as the act of connecting to a COUNTY attached information technology system from a non -county attached system through a public network, CONTRACTOR will maintain and use its non -county system, hardware, and software in compliance with COUNTY standards and policies set by the COUNTY Information Services Department.

8. CONTRACT EXE
CUTION
Unless otherwise prohibited by law or County policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “ELECTRONIC COPY OF A SIGNE D CONTRACT” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format.

The term “ELECTRONICALLY SIGNED CONTRACT” means a contract that is executed by applying an electronic signature using technology approved by the COUNTY.

9. LIVING WAGE (If Applicable)
Unless otherwise exempted or prohibited by law or County policy, where applicable, CONTRACTORs that contract with the COUNTY to provide Direct Services developed pursuant to a formal Request for Proposals process, as defined in County of Santa Clara Ordinance Code Division B36 (“Division B36”) and Board Policy section 5.5.5.5 (“Living Wage Policy”), and their subcontractors, where the contract value is $100,000 or more (“Direct Services Contract”), must comply with Division B36 and the Living Wage Policy an d compensate their employees in accordance with Division B36 and the Living Wage Policy.

Compliance and compensation for purposes of this provision includes, but is not limited to, components relating to fair compensation, earned sick leave, paid jury duty , fair workweek, worker retention, fair chance hiring, targeted hiring, local hiring, protection from retaliation, and labor peace. If CONTRACTOR and/or a subcontractor violate this provision, the Boar d of Supervisors or its designee may, at its sole discretion, take responsive actions including, but not limited to, the following:

a. Suspend, modify, or terminate the Direct Services Contract.

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b. Require the CONTRACTOR and/or Subcontractor to comply with an appropriate remediation plan developed by the COUNTY.

c. Waive all or part of Division B36 or the Living Wage Policy.

This provision shall not be construed to limit an employee's rights to bring any legal action for violation of the employee's rights under Division B36 or any other applicable law.

Further, this provision does not confer any rights upon any person or entity other than the Board of Supervisors or its designee to bring any action seeking the cancellation or suspension of a COUNTY contract. By entering into this contract, CONTRACTOR certifies that it is currently complying with Division B36 and the Living Wage Policy with respect to applicable contracts, and warrants that it will continue to comply with Division B36 and the Living Wage Policy with respect to applicable contracts.

10. COUNTY DATA & CONFIDENTIALITY
a. Definitions: “COUNTY Data” shall mean data and information received by CONTRACTOR from COUNTY. County Data includes any information or data that is transported across a County network, or that resides in a County-owned information system, or on a network or system under the control and management of a CONTRACTOR for use by COUNTY. “County Confidential Information” shall include all material, non -public information (including material, non -public County Data) appearing in any form (including, without limitation, written, oral or displayed), that is disclosed, directly or indirectly, through any means of communication by COUNTY, its agents or employees, to CONTRACTOR, its agents or employees, or any of its affiliates or representatives.

b. CONTRACTOR shall not acquire any ownership interest in County Data (including County Confidential Information). As between CONTRACTOR and COUNTY, all County Confidential Information and/or County Data shall remain the property of the COUNTY.

CONTRACTOR shall not, without COUNTY’s written permission, use or disclose County Data (including County Confidential Information) other than in the performance of its obligations under this Agreement.

c. CONTRACTOR shall be responsible for establishing and maintaining an information security program that is designed to ensure the security and confidentiality of County Data, protect against any anticipated threats or hazards to the security or integrity of County Data, and protect against unauthorized access to or use of County Data that could result in substantial harm or inconvenience to COUNTY or any end users. Upon termination or expiration of this Agreement, CONTRACTOR shall seek and follow COUNTY’s direction regarding the proper disposition of County Data.

d. CONTRACTOR shall take appropriate action to address any incident of unauthorized access to County Data, inclu ding addressing and/or remedying the issue that resulted in such unauthorized access, and notifying COUNTY by phone or in writing within 24 hours of any incident of unauthorized access to County Data, or any other breach in CONTRACTOR’s security that mater ially affects COUNTY or end users. If the initial notification is by phone, CONTRACTOR shall provide a written notice within 5 days of the incident. CONTRACTOR shall be responsible for ensuring compliance by its officers, employees, agents, and subcontract ors with the confidentiality, privacy, and information security requirements of this Agreement. Should County Confidential

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Information and/or legally protected County Data be divulged to unauthorized third parties, CONTRACTOR shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at CONTRACTOR’s sole expense. CONTRACTOR shall not charge COUNTY for any expenses associated with CONTRACTOR’s compliance with these obligations.

e. CONTRACTOR shall defend, indemnify and hold COUNTY harmless against any claim, liability, loss, injury or dam age arising out of, or in connection with, the unauthorized use, access, and/or disclosure of information by CONTRACTOR and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the COUNTY.

f. CONTRACTOR must require its employees and all persons performing services at its direction to comply with all applicable privacy laws and regulations, including but not limited to the provisions of Sections 827 and 10850 et seq. of the Welfare and Institutions Code (WIC) and California Department of Social Services (CDSS) Manual of Policies and Procedures, Division 19 Regulations.

I. All applications and records concerning any individual receiving services pursuant to this contract are confidential and are not open to examination for any purpose not directly connected with the administration, performance compliance, monitoring or auditing of the program.

II.

No person may publish, disclose, use, or permit or cause to be published or disclosed; any confidential information pertaining to services, except as is provided by law.

g. Upon the disclosure of confidential information, inadvertent or otherwise, the COUNTY may terminate this contract immediately and take legal action against CONTRACTOR.

Any person who knowingly and intentionally violates the provisions stated above is guilty of a misdemeanor and the COUNTY intends to prosecute such violators to the full extent of the law.

h. CONTRACTOR will inform all employees, agents, officers, and all persons performing services at its direction of the above provisions. All provisions of Article IV, Section 10. survive the termination of this contract.

11. CALIFORNIA P UBLIC RECORDS ACT
a. The COUNTY is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If CONTRACTOR’s proprietary information is contained in documents or information submitted to COUNTY, and CONTRACTOR claims that such information falls within one or more CPRA exemptions, CONTRACTOR must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information. In the event of a request for such information, the COUNTY will make best efforts to provide notice to CONTRACTOR pr ior to such disclosure. If CONTRACTOR contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara COUNTY before DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279

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the COUNTY is required to respond to the CPRA request. If CONTRACTOR fails to obtain such remedy within the time the COUNTY is required to respond to the CPRA request, COUNTY may disclose the requested information.

b. CONTRACTOR further agrees that it shall defend, indemnify and hold COUNTY harmless against any claim, action or litigation (including but not limited to all judgments, costs, fees, and attorney’s fees) that may result from denial by COUNTY of a CPRA request for information arising from any representation, or any action (or inaction), by the CONTRACTOR.

12. COVID -19 REQUIREMENTS
Contractor shall comply with all County requirements relating to COVID-19 for persons who routinely perform services for the County onsite and share airspace with or proximity to other people at a County facility as part of their services for the County (“County’s COVID-19 Requirements”), including but not limited to vaccination, as applicable and periodically updated, and available at https://procurement.sccgov.org/doing-business- county/contractor-vaccinations and incorporated herein by this reference.

If Contractor is providing in-person services to community members (“Direct Client Services”) under this Agreement, all references in the County’s COVID-19 Requirements and below referenced Certification to “onsite” and “County facility” shall be deemed to also refer to any indoor location where Direct Client Services are provided, including when services are provided at non-County facilities. Accordingly, such Contractors shall comply with the County’s COVID-19 Requirements when providing Direct Client Services indoor at any location. Any reporting pursuant to the Certification of Contractor’s personnel who are not fully vaccinated and up-to-date on boosters for which they are eligible and who are providing Direct Client Services at non-County facilities shall be to the COVID-19 Designee for the County department that manages this Agreement.

If applicable, Contractor shall complete the Contractor Certification of Compliance with COVID-19 Vaccine Requirements (“Certification”), attached hereto as Exhibit F. Contractor shall comply with the requirements of this Section for the entire term of this Agreement.

Contractor shall comply with all reasonable requests by County for documentation demonstrating Contractor’s compliance with this Section. Failure by Contractor to comply with any of the requirements of this Section (including but not limited to vaccination and masking requirements and completion and submittal of the Certification) is a material breach of this Agreement, and the County may, in its sole discretion terminate this Agreement immediately or take other action as the County may determine to be appropriate.

Article V
Insurance Requirements

Indemnity
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The Contractor shall indemnify, defend, and hold harmless the County of Santa Clara (hereinafter "County"), its officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this Contract by Contractor and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County. It is the intent of the parties to this Contract to provide the broadest possible coverage for the County. The Contractor shall reimburse the County for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor contests its obligation to indemnify, defend and/or hold harmless the County under this Contract and does not prevail in that contest.

Insurance

Without limiting the Contractor's indemnification of the County, the Contractor shall provide and maintain at its own expense, during the term of this Agreement, or as may be further required herein, the following insurance coverages and provisions:

A. Evidence of Cov erage

Prior to commencement of this Agreement, the Contractor shall provide a Certificate of Insurance certifying that coverage as required herein has been obtained.

Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request.

This verification of coverage shall be sent to the requesting County department, unless otherwise directed. The Contractor shall not receive a Notice to Proceed with the work under the Contract until it has obtained all insurance required and such insurance has been approved by the County. This approval of insurance shall neither relieve nor decrease the liability of the Contractor.

B. Qualifying Insurers

All coverages, except surety, shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A - V, according to the current Best's Key Rating Guide or a company of equal financial stability that is approved by the County's Insurance Manager.

C. Notice of Cancellation

All coverage as required herein shall not be canceled or changed so as to no longer meet the specified County insurance requirements without 30 days' prior written notice of such cancellation or change being delivered to the County of Santa Clara or their designated agent.

D. Insurance Required

1. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows:

a. Ea
ch occurrence - $1,000,000
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b. General aggregate - $2,000,000
c. Products/Completed Operations aggregate - $2,000,000 d. Personal Injury - $1,000,000

2. General l iability coverage shall include:

a. Premises and Operations
b. Products/Completed
c. Personal Injury liability
d. Severability of interest

3. General liability coverage shall include the following endorsement, a copy of which shall be provided to the County:

Additional Insured Endorsement, which shall read:

“County of Santa Clara, and members of the Board of
Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara,
individually and collectively, as additional insureds.”

Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. Public Entities may also be added to the additional insured endorsement as applicable and the contractor shall be notified by the contracting department of these requirements.

4. Automobile L
iability Insurance

For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles.

4a. Aircraft/Watercraft Liability Insurance (Required if Contractor or any of its agents or subcontractors will operate aircraft or watercraft in the scope of the Agreement)

For
bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired aircraft/watercraft.

5. Workers' Compensation and Employer's Liability Insurance

a. Statutory California Workers' Compensation coverage including broad form all-states coverage.

b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence.

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E. Special Provisions

The following provisions shall apply to this Agreement:

1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the County or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to the provisions concerning indemnification.

2. The County acknowledges that some insurance requirements contained in this Contract may be fulfilled by self-insurance on the part of the Contractor.

However, this shall not in any way limit liabilities assumed by the Contractor under this Agreement. Any self -insurance shall be approved in writing by the County upon satisfactory evidence of financial capacity. Contractors obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance programs or self-insurance retentions.

4. The County reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above.

DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279 Exhibit A: Program Provisions

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Agency: City of Santa Clara
Program Name: Senior Nutrition Program – COVID-19 Emergency Meals

1. SERVICE DESCRIPTION
This is a contract between the County of Santa Clara (COUNTY) and City of Santa Clara (CONTRACTOR) for the purpose of providing to-go, curbside pickup, or home delivered Covid-19 emergency response meals at currently operating congregate meal site(s). These meals supplement the meals provided through the regular Congregate Meals program, which is funded, authorized by, and to be performed in accordance with the Older Americans Act of 1965, as amended, P.L. 89-73, U.S.C. Section 3000 et seq., and all amendments, rules , and regulations pertaining thereto, but this agreement is wholly, separately funded to satisfy the need for supplemental nutrition services cause by and during the Covid-19 pandemic emergency.

For logistical simplicity, services will be identical to se rvices contracted for in CONTRACTOR’s Congregate Meals contract with the COUNTY, except that all meal-related data and back up documentation must be tracked separately according to direction from COUNTY and that meals will generally not be served onsite or in a communal manner and meals may be served to populations not qualified to receive a meal under the Older Americans Act of 1965, with written approval of COUNTY.

2. DELIVERABLES
a. Invoices
CONTRACTOR will submit invoices in a format approved by COUNTY and as outlined in Section 6 of this Exhibit. Invoices must be signed by the CONTRACTOR.

b. SSA O
utcome Measurement Reporting
CONTRACTOR will submit a quarterly report as outlined in Section 7 of this Exhibit and Exhibit D: Logic Model.

3. TERM O

F CONTRACT
The term begins January 1, 2022, and expires on June 30, 2022, unless terminated earlier or otherwise amended.

4. MAXIMUM F INANCIAL OBLIGATION
COUNTY will reimburse CONTRACTOR actual allowable expenditures subject to the provisions of this Contract, for a total not to exceed $56,000.00 in FY2021- 2022.

5. BUDGE T CONTINGENCY
This Contract is contingent upon the appropriation of sufficient funding by the COUNTY for the services covered by this Contract. Notwithstanding the termination provisions set forth herein, if funding is reduced or depleted by the County for services covered by this Contract, the COUNTY has the option to either terminate this Contract without notice (except that is necessary to transition clients in the discretion of the County) and with no liability occurring to DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279 Exhibit A: Program Provisions

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the County, or to offer an amendment to this Contract indicating the reduced amount.

6. FEE F OR SERVICE CONTRACT
a. CONTRACTOR will be paid by COUNTY in accordance with Exhibit A:

Program Provisions, Exhibit B: Program Plan & Requirements, Exhibit C:

Budget, Exhibit D: Logic Model and Exhibit E: Federally Required Contract Provisions, for the performance of services as outlined in this Contract up to the maximum compensation.

b. If CONTRACTOR provides any tasks, deliverables, goods, services, or other work, other than as specified in this Contract, the same will be deemed to be a gratuitous effort on the part of the CONTRACTOR, and the CONTRACTOR will have no claim whatsoever against COUNTY.

d. CONTRACTOR must participate in a closeout period at the end of the COUNTY funding period. During the closeout period all funds awarded to CONTRACTOR must be reconciled to the costs incurred and to the remaining cash, if any. A closeout packet will be provided to CONTRACTOR by COUNTY at the end of the funding period and is due within forty-five (45) days thereafter. If actual cost of providing services based on Unit Cost per meal is less than the amount reimbursed by COUNTY, CONTRACTOR’S final reimbursement will be reduced by the overpayment received from COUNTY.

This provision survives the termination of this Contract.

7. OUTCOME MEASUREMENT REPORTING
This contract requires SSA’s performance and outcome measurement reporting in order to demonstrate the impact of services on client populations.

CONTRACTOR shall monitor, measure and report on the service outputs and outcomes outlined in Exhibit D: Logic Model.

CONTRACTOR must submit to COUNTY a quarterly report using the form provided by the COUNTY. Instructions and training to complete the form can be found on https://www.sccgov.org/sites/ssa/dfcs/Pages/partners_training.aspx.

CONTRACTOR must submit the report by the tenth (10th) working day after DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279 Exhibit A: Program Provisions

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each quarter for services performed during the preceding quarter.

Quarterly Program Reports
CONTRACTOR will submit Quarterly Program Reports no later than the following dates:
a. April 15, 2022
b. July 15, 2022

8. PARTICIPANT CONTRIBUTIONS
a. CONTRACTOR will collect submit participant contributions according to the Senior Nutrition Program Congregate Meals Policy & Procedures Manual.

b. To protect the anonymity of the participant, participants contributions will be collected, combined, and returned to the Senior Nutrition Program with other Congregate Meals program contributions.

9. COMPENSATION
CONTRACTOR must submit to COUNTY an invoice in a form approved by COUNTY, by the tenth (10th) calendar day of each month for the month just preceding in which services were performed. The CONTRACTOR will get paid on a monthly basis upon receiving an accurate account and invoice for services rendered, as well as payment for participant and guest contributions as outlined in Exhibit B: Program Plan & Requirements.

b. In order to ensure continuation of service, CONTRACTOR will not be paid for meals in excess of the number of year -to-date meals listed in the Service Delivery Plan in Exhibit C: Budget. Meals that are provided but not reimbursed in a particular month may be reimbursed if claimed on later invoice so long as CONTRACTOR has offered the agreed upon services continuously.

c. If the invoice is in proper form and the items billed are payable under this Contract, COUNTY will make payment to CONTRACTOR.

d. COUNTY will not be required to make payment if the amount claimed is not in accordance with the provisions of this Contract. All payments under this Contract will be made directly to CONTRACTOR as a corporate entity. Under no circumstances will COUNTY be required to make payments in any amount pursuant to this Contract to any other parties, including individual employees or creditors of CONTRACTOR.

DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279 Exhibit A: Program Provisions

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Contract between the County of Santa Clara and City of Santa Clara FY22

e. COUNTY is not obligated to reimburse CONTRACTOR for any service or expenditure not reported to COUNTY within sixty (60) calendar days after the end of the last month of the Contract term.

10. SERVICE PR OVIDED
a. CONTRACTOR must i nform COUNTY of services and activities performed under this Contract and accept appropriately referred clients from the COUNTY for contract services as part of CONTRACTOR’s client base.

b. CONTRACTOR must coordinate services with other organizations providi ng similar services in order to foster community cooperation and avoid unnecessary duplication of services.

c. CONTRACTOR must assist in the coordination of and verification of eligibility for mobility management services for participants who use CONTRACTOR’s site as a home meal site.

11. CONTRACT R

EPRESENTATIVES
a. CONTRACTOR designates Rajeev Batra, City Manager as CONTRACTOR’s representative for the purpose of performing the services as required by this Contract. Unless otherwise indicated in writing, the above-named person has the primary authority and responsibility to carry out this Contract. b. COUNTY designates the Senior Nutrition Program Manager as its representative for the purpose of managing the services performed pursuant to this Contract.

12. ADJUSTMENT TO EXHIBIT B: PROGRAM PLAN & REQUIREMENTS A written adjustment to the Program Plan & Requirements may be approved by the COUNTY Representative, or designee, identified in this Exhibit, without a contract amendment as long as the adjustment reflects approved original program provisions and both parties are notified at least 10 days before the adjusted Plan begins.

13. ADJUSTMENT TO EXHIBIT C: BUDGET
A budget adjustment can be made without a contract amendment if Contractor submits a written budget adjustment request to the COUNTY Contract Representative, or designee, and the request is approved by the COUNTY in writing. A budget adjustment must not increase the maximum financial obligation of this Contract.

CONTRACTOR may request a budget revision by submitting the COUNTY’s Budget Revision Request form to the COUNTY’s designated contract/program monitor. The Budget Revision Request must include a statement explaining the impact that the budget revision, if approved, would have on the program/service delivery. Upon approval of the CONTRACTOR’s Budget Revision Request, COUNTY will forward an approved copy of the Budget Revision Request form to the CONTRACTOR.

14. ADJUS
TMENT TO EXHIBIT D: LOGIC MODEL
A written adjustment to the Logic Model may be approved by the COUNTY Representative,
or designee, identified in this Exhibit, without a contract DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279 Exhibit A: Program Provisions

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Contract between the County of Santa Clara and City of Santa Clara FY22

amendment as long as the adjustment reflects approved original program provisions and both parties are notified at least 10 days before the adjusted Logic Model begins.

15. NOTICES
All notices prescribed by this Contract will be in writing and deemed effective if sent by certified mail or registered mail and properly deposited with the United States Postal Service, postage prepaid with return receipt requested and addressed as follows:

To COUNTY: Social Services Agency, Director
CC: Senior Nutrition Program Manager
353 West Julian Street, 4
th Floor
San Jose, California 95110-2335

To CONTRACTOR: Rajeev Batra
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050

16. COUNTY’S CONTRACT TRANSITION PROCESS
CONTRACTOR agrees to provide all information deemed necessary by the County for use in subsequent procurement cycles.

DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279 Exhibit B: Program Plan & Requirements

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Contract between the County of Santa Clara and City of Santa Clara FY22

Agency: City of Santa Clara (CONTRACTOR)
Program Name: Senior Nutrition Program – COVID-19 Emergency Meals (PROGRAM)

1. SERVICE DESCRIPTION & EXPECTED OUTCOME
CONTRACTOR will work with the Social Services Agency – Senior Nutrition Program (COUNTY) and other community partners to ensure that the seniors who are not able to receive meals through the regular Congregate Meals contract or other funding sources receive nutritious and healthy meals at CONTRACTOR’s nutrition site(s). CONTRACTOR will perform services in compliance with the Senior Nutrition Program, Congregate Policy & Procedures Manual, and any updates thereto.

2. PERMITS AND

LICENSES
CONTRACTOR will obtain all permits and licenses necessary to the performance of this contract will assure that its subcontractors obtain the same. The CONTRACTOR will pay all normal fees for permits, licenses, inspections or any other certification or service required in the performance of this contract.

3. ELIGIBLE I

NDIVIDUALS
Persons who are eligible for meals and services under this contract are those persons who are 60 years of age or older or who are spouses of persons who are 60 years of age or older. Meals may be made available to handicapped or disabled individuals who have not attained 60 years of age but who reside in housing facilities occupied primarily by the elderly at which congregate nutrition services are provided, or individuals with disabilities who reside at home with and accompany older individuals who are eligible for services. Priority will be given to those older persons in greatest social and economic need with particular attention to seniors who are age 75 or older, low-income, living alone, and/or minorities as defined by the Older Americans Act of 1965. Additional eligible persons may be added by COUNTY in writing.

4. MEALS
a. Meals served by CONTRACTOR will be the same as in the CONTRACTOR’s Congregate Meals contract with COUNTY.
b. Table settings will be of reasonable quality. If disposable dinnerware or to-go containers are used or provided, they will be of sturdy quality and maintain a safe food temperature until participant can return home to eat the meal.

5. CONG REGATE MEAL SITES
a. CONTRACTOR will provide COVID-19 emergency meals at the congregate meal site(s), days, and times indicated in CONTRACTOR’s Congregate Meal contract with the county. Notwithstanding, CONTRACTOR may make minor changes to the service days and times listed with prior written approval of COUNTY.
b. CONTRACTOR may not relocate the meal site or add a meal site without prior notification, inspection, and approval by COUNTY. Relocation or addition of a meal site without the prior approval of the COUNTY may be considered a breach of the provisions of this contract. COUNTY may suspend or withhold payments, or terminate the contract if the relocation affects any of DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279 Exhibit B: Program Plan & Requirements

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Contract between the County of Santa Clara and City of Santa Clara FY22

the provisions of the contract including, but not limited to the following:
i. The relocation or addition reduces or terminates the provision of services to seniors in the geographic area served by this contract. ii. The relocation or addition changes the service area served by this contract.
iii. The relocation or addition does not serve or give priority to older persons in the greatest social or economic need as defined by the Older Americans Act of 1965 as amended.
c. The site must have adequate lighting and ventilation and must meet all applicable health, fire, safety and sanitation regulations. CONTRACTOR must obtain current certificates from appropriate public officials indicating the site is in compliance with health and fire regulations.
d. CONTRACTOR ensures that a pleasant pick up atmosphere is maintained and that there is adequate space for the equipment of participants, such as canes, crutches and wheelchairs, as well as for physical distancing during meal pick up.
e. There will be no architectural barriers which would prevent an eligible individual from having access to the meal site facility or pick up location. f. Innovative meal delivery options may added to the PROGRAM during the term of this contract, or upon an extension of this contract, upon written approval of the COUNTY.
g. If a site uses a caterer to prepare its meals, upon written approval from COUNTY and upon obtaining all required governmental approvals, CONTRACTOR may switch to being a cook on site location. In the event of this switch, CONTRACTOR’s per -meal rate will be changed to the standard cook on site per-meal rate if different than the catered meal rate.

6. NUMBER OF MEALS, SERVING DAYS, AND HOLIDAYS
a. CONTRACTOR will provide up to the number of meals as specified in Exhibit C: Budget at the rate listed in the budget subject to the quarterly expense reconciliation process. Meals will provided to meet demand cause by the declared Covid-19 pandemic emergency and not to meet normal demand not related to the emergency. Meal
b. CONTRACTOR will be paid for the number of meals provided to individuals, not the number of meals purchased or prepared. COUNTY will not reimburse meals served that do not meet the dietary requirements. c. CONTRACTOR may provide meals at any of its regular Congregate Meal site on their regularly scheduled operating days during regularly scheduled operating hours. Meals are not dedicated to a specific meals site but are flexible to meet any demand related to the emergency.

7. FOOD INVENTORY
CONTRACTOR will develop a written plan for conducting food inventories. The plan will include the procedures for conducting food inventories, identify persons responsible for conducting the inventory, and set the schedule for completing the inventories. The plan will also include a description of the "First -in-First Out" food rotation system that will be used to ensure stored goods are rotated to prevent deterioration. CONTRACTOR will provide COUNTY with a copy of its food inventory plan and completed food inventories, upon request.

DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279 Exhibit B: Program Plan & Requirements

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Contract between the County of Santa Clara and City of Santa Clara FY22

8. PEST CONTROL
CONTRACTOR is required to follow the pest control requirements in the current Senior Nutrition Program, Congregate Policy & Procedures Manual. In addition, if a pest issue is identified. COUNTY reserves the right to require CONTRACTOR to take corrective action to remedy the issue or require any other action from CONTRACTOR necessary to protect the health and welfare of participants.

9. DATA COLLECTION AND PRIVACY
a. CONTRACTOR will be required to collect program data through the use of electronic collection methods that is separate from its Congregate Meals contract. Such methods will include the use of an iOS -device to electronically track participant meals. CONTRACTOR must comply with collection requirements as directed by COUNTY.
b. CONTRACTOR will be required to create separate sign-in sheets as back up for the electronic program data in subsection (a) above. c. CONTRACTOR must submit a completed and signed Santa Clara Senior Nutrition Program – FEMA Monthly Report for the prior month by the fourth (4
th) working day of the current month to their assigned registered dietitian. d. Quarterly Report. Quarterly Reports with output and outcome data must be turned in with September, December, March, and July invoices. Quarterly Reports must be prepared on the form provided by the COUNTY. Submission of the Quarterly Report is required before the corresponding monthly invoice can be paid.
e. Within 30 days of executing this agreement, and annually thereafter if the term of this agreement is extended, all employees, volunteers, subcontractors, or agents of CONTRACTOR who handle confidential client information, including but not limited to registration forms, must complete the information security and privacy presentation online training provided by the California Department of Aging (currently available at:
https://www.aging.ca.gov/ProgramsProviders/Information_Security_and_Priv acy/Presentation/index.html). Upon completion, evidence must be submitted to COUNTY to provide to Sourcewise.

10. PARTICIPANT CO NTRIBUTION PRINCIPLES
CONTRACTOR must follow the participant contributions policy in its Congregate Meals contract with COUNTY.

11. PURCHASES
COUNTY may require CONTRACTOR, by written notice, to obtain approval of COUNTY for all purchases of food and materials. Approval will not be withheld by COUNTY except for good cause.

12. NON
-EXPENDABLE PROPERTY
Any acquisition by CONTRACTOR of non-expendable property with a retail purchase price in excess of five- hundred dollars ($500.00), that is required by CONTRACTOR for performance of this Contract, must require prior written approval of COUNTY. COUNTY will be the legal owner of all equipment that is purchased with COUNTY funds. COUNTY may take possession of its equipment if DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279 Exhibit B: Program Plan & Requirements

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Contract between the County of Santa Clara and City of Santa Clara FY22

it is not being used primarily for program purposes and will determine disposition of that equipment upon expiration or termination of this contract.

13. COMPETITIVE BI D REQUIREMENTS
a. All equipment purchases by the CONTRACTOR exceeding five-hundred dollars ($500.00) must be procured through a competitive process in compliance with Sourcewise’s bidding procedures u nless services or materials can be obtained only from a single source. Any procurement exceeding ten-thousand dollars ($10,000.00) must also comply with the requirements of Office of Management and Budget Circular Uniform Guidance.
b. Unless CONTRACTOR uses the COUNTY’s designated vendor, prior to making any equipment purchase that has a value of five-hundred dollars ($500) or more, CONTRACTOR will submit to COUNTY evidence that it has received a minimum of three (3) bids for such subcontract and justification for selection of the successful bidder or submit documentation to support the use of the sole supplier. Record shall be maintained by CONTRACTOR showing the parties solicited and the bids submitted.

14. RESTRICTION OF DISCLOSURES
Any reports, analysis, studies, drawings, information or data generated as a result of this contract are to be provided to COUNTY prior to public dissemination.

15. ERROR RATE REQUIREMENT
When there is a discrepancy between the paper total (signatures of FEMA participants) and scanner total, an error rate arises. CONTRACTOR’s data must not exceed an error rate of 5%.

If CONTRACTOR’s data exceeds an error rate of 5%, COUNTY may withhold a percentage of CONTRACTOR’s invoice equivalent to the percentage of the error rate exceeding the 5% threshold. For example, if CONTRACTOR has an error rate of 23%, COUNTY will withhold 18% (23% - 5%) of CONTRACTOR’s invoice for that month.

16. GRIEVANCE POLICY
CONTRACTOR must follow the grievance policy in its Congregate Meals contract with COUNTY.

17. FISCAL YE AR CLOSEOUT SUBMISSION
Due to fiscal reporting deadlines, CONTRACTOR must submit requested fiscal year-end closeout documents to COUNTY accounting staff by July 6, 2022.

DocuSign Envelope ID: 87B78A97-39E4-4B38-8EBF-2CE568644279 FY 2021-2022 Exhibit C: Budget

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City Council and Authorities ConcurrentJune 6, 2023

City Council and Authorities Concurrent
June 6, 2023