City Council and Authorities Concurrent
October 10, 2023

CONTRACT BETWEEN THE COUNTY OF SANTA CLARA AND

CITY OF SANTA CLARA
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.

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, 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 CONTRACTOR
•DocuSigned by:

Kot
FORL
CDB7CAD27FG434
Robert Menicocci, Directo Deanna J Santana, City Manager Social Service Agency City of Santa Clara
Date: 10/22/2019 Date: 10-7-19
ATTEST
•DocuSigned by
Achus. Mins
John P. Mills Realine
Deputy County Executive Nora Pimentel, MMC
6/18/2019 Date: 10/9/19
Date:

APPROVED AS TO FORM AND LEGALITY
Denier
Javier Serrano, Deputy County Counsel
Date: 6/17/2019
Date: 9/30/19

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Contract General Terms and Conditions
Article I
General Terms

TOTALITY OF CONTRACT
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 agreement of understanding, verdal or dinervise, or the pies or their agoras shall

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 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 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

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

5. 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.

6. 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.

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
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 I
Fiscal Accountability and Requirements

AVAILABILITY AND 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. 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 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

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 III
Reporting, Records, Audit, Evaluations, and Termination

1. INSPECTION AND 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 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.

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, 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

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.govl).

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

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 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 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 officers) 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.

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:

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; ill. COUNTY deems CONTRACTOR's performancę 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

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 Contract, 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

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 VII 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,
ili. Color,
iv. Disability (Mental and Physical) including HIV and AIDS, V. Ethnic Group Identification,
vi. Family and Medical Care Leave,
Vii. Marital Status,
vili. Medical Condition (cancer/genetic characteristics), ix. National Origin,
x. Pregnancy Disability Leave,
xi. Political Belief,
xii. Race,
xili. Reasonable Accommodation,
XiV. Religious Creed,
XV. Sex/Gender, 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

ontract between the County of Santa Clara Social Services Agency an City of Santa Clar
FY2020
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 services or subjected to discrimination under any program or activity because of:
i. Age (40 and above),
ii. Ancestry,
ili. 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,
xili. 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 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 seg. of the Welfare and Institutions Code (WIC) and California Department of Social Services (CDSS) Manual of Policies and Procedures, Division 19 Regulations.

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

Contract between the County of Santa Clara Social Services Agency ant City of Santa Clar
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.

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 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.

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.

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_|_or_Type_|'_Contractors.pdf

9. THIRD PARTY BENEFICIARIES
This agreement does not, and is not intended to confer any 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 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.

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 tacsimile, 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.

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

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 José, CA 95110. Notice provisions in this paragraph are separate from any other notice provisions in this Contract 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 Contract 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 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. ili. 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.

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 receiving 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 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 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 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.

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

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 such 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 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. c. 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.
d. 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 3 survive the termination of this contract.
•
Article V

INSURANCE REQUIREMENTS FOR
STANDARD CONTRACTS ABOVE $100,000
Indemnity
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:

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

Each occurrence - $1,000,000
General aggregate - $2,000,000
Products/Completed Operations aggregate - $2,000,000
d. Personal Injury - $1,000,000

2. General liability coverage shall include:

Premises and Operations
b. Products/Completed
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:

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

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.

Workers' Compensation and Employer's Liability Insurance Statutory California Workers' Compensation coverage including broad form all-states coverage.

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:

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 consultants) 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.

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 fumish County witt 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 percen (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.

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.

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- 2020.

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.

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, OMB Circular A-122.
ii. For Local Governments, OMB Circular A-87.
ili. 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, 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 costs incurred by the contractor

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.

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.

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 purpoșes. Participants' contributions will be collected, counted, and recorded daily 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.

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 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.

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

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 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 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.
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 organizations 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.

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

10. 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:
a. To COUNTY: Social Services Agency
Agency Director
CC: Senior Nutrition Program Manager
333 West Julian Street, 4th Floor
San Jose, California 95110-2335
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.

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)

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.

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.

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 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 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

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. ili. 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.

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.

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 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 days) of services, CONTRACTOR will not be reimbursed for the number of meals allocated to the serving days) that the Nutrition Site(s) was closed.

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.

SUPPORTIVE SERVICES
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 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;
Information and referral services designed to provide eligible individuals with current information of, and referral to, all appropriate services to meet their needs;
ili. 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 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.

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

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit B: 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 (4'h) 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 (5'h) 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 (5lh) 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 employees, volunteers, subcontractors, or agents of CONTRACTOR who handle confidential client information, including but not limited to registration forms, must complete the information security anc privacy presentation online training provided by the California Department of Aging (currently available
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.

12. PARTICIPANT CONTRIBUTION PRINCIPLES
a. CONTRACTOR will provide meals to eligible 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

ontract between the County of Santa Clara Social Services Agency an itv of Santa Clai
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 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 contributions 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: Budget. 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 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.

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 RATE REQUIREMENT
Federal regulations pursuant to Title Ill 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 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 SP 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.

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.

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

21. GRIEVANCE POLICY
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.

Ill. 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.

0. 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.
ili. 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.
•
Contract between the Count Page 30 Clara Social Services Agency and City of Santa Clara
FY2020
County of Santa Clara FY 2019-20
Social Services Agency Exhibit C: Budget
Service Plan & Budget
Agency Name: City of Santa Clara
Site: Santa Clara Senior Center
#of #of Total Contract
Budget Daily Meals Serving Days Annual Meals Rate Amount*** Per Meal Reimbursement Rate* 63 249 15,687 $7.09 $111,220.83 Grand Total $111,220.83
Service
Weekly Service Plan Mon Tues Weds Thurs Fri Sat Sun Days Site Preparation Type Service Start 11:30 AM 11:30AM|11:30 AM 11:30 AM 11:30 AM N/A N/A Catered Service End 12:30 PM 12:30 PM | 12:30 PM | 12:30 PM | 12:30 PM| N/A Total Hours 1.00 1.00 1.00 1.00 1.00 N/A N/A
*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 TD 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% of the Total Contract Amount. Meals that are unserved will not be reimbursed.

Contract between the County of Santa Clara Social services Agency and City of Santa Clara FY2020 Page 1 of 3
County of Santa Clara FY 2019-20
Social Services Agency Exhibit C: Budget
Staffing Plan
Agency Name: City of Santa Clara
Site Location: Santa Clara Senior Center
15,687 33.4 0.00%
# of Daily Meals Serving Days Annual Meals Annual Paid Fringe/Payroll Time Off (Hours) Tax Rate
Paid Time Off
(Holiday,
:: Vacation/ Fringe / Payroll Medical Cost per
Job Title* Hourly Rate. Salaries Sick Leave) Taxes Insurance Employee Site Manager 5.00 $19.74 $ 24,576 $ 659 25,235
Kitchen Aide 1 4.00 $15.05 $ 14,990 $ 503 15,493
Volunteers 8.00 $15.00$ 29,880 29,880
wineses
watere
Total 17.007 69,446 $ 70,608
*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 Page 2 of 3
County of Santa Clara FY 2019-20
Social Services Agency Exhibit C: Budget
Resource Table
Agency Name: City of Santa Clara
Region/Site Location: Santa Clara Senior Center
Source of Funds FY2O SCC. Commitment
Funding % of Total Funding Matching Amount Code :

Santa Clara County Senior Nutrition
Program (This Contract) $111,220.83 66%
Other Funding Sources:

CDBG 14% $24,000.00
City of Santa Clara General Fund $3,445.00
Volunteer Hours (In-kind) 18% $29,880.00
Non-senior contributions 0% $500.00
0%
0%
0%
0%
Total Anticipated Funding ** $111,220.83 100% $57,825.00 $ 169,046 Matching Amount SCC Contract Amount Match Percent (Match/SCC Contract) 57,825 111,221
Actual Meal Cost
Per Meal Match (Match + SCC Rate)

3.69 $10.78
Commitment Code..

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
Contract between the County of Santa Clara Social services Agency and City of Santa Clara FY2020 Page 3 of 3
Santa Clara County FY 2019-2020 Exhibit D: Logic Model
Social Services Agency
Logic Model - Congregate Meals Agency Name: City of Santa Clara A. Contract Goal: Provide nutritious meals, opportunities to socialize, transportation, and resources to older adults across Santa Clara County.

D1. # of D2. # of
unduplicated E. Short/Long Term
B. Situation C. Activities/Services Outputs D3. Output
clients/families per FY Outcome Measures
served per FY
Lack of food access,
financial instability, and Provide training to meal site 12 Volunteer Trainings social isolation are volunteers on food safety topics. By June 30, 2020 at least 75% of eligible older adult congregate meal participants will have participated in at least pervasive issues among the
older adult community. In one other service offered at the meal site.

Provide catered meal to older adults 300 15,687 Meals
order to meet the needs of age 60 or older.
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
independentiv.

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