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HomeMy WebLinkAboutAGENDA REPORT 2024 0619 CCSA REG ITEM 10GCITY OF MOORPARK, CALIFORNIA City Council Meeting of June 19, 2024 ACTION APPROVED STAFF RECOMMENDATION INCLUDING ADOPTION OF RESOLUTION NO. 2024- 4260. (ROLL CALL VOTE: UNANIMOUS) BY A. Hurtado. G. Consider Resolution Approving an Agreement with the Ventura County Human Services Agency, Area Agency on Aging (VCAAA) for Senior Nutrition Program Services. Staff Recommendation: Adopt Resolution No. 2024-4260 approving an Agreement with the Ventura County Human Services Agency, Area Agency on Aging for the provision of Senior Nutrition Program services and authorize the City Manager to sign the Agreement and all related documents, including annual renewals, subject to final language approval of the City Manager. (Staff: Chris Ball, Senior Management Analyst) (ROLL CALL VOTE REQUIRED) Item: 10.G. MOORPARK CITY COUNCIL AGENDA REPORT TO: Honorable City Council FROM: Chris Ball, Senior Management Analyst DATE: 06/19/2024 Regular Meeting SUBJECT: Consider Resolution Approving an Agreement with the Ventura County Human Services Agency, Area Agency on Aging (VCAAA) for Senior Nutrition Program Services BACKGROUND The Moorpark Active Adult Center (AAC), through funding from the VCAAA, has offered a Senior Nutrition Program (SNP) for seniors in the Moorpark community for many years. Meals are cooked on-site Monday through Friday, excluding holidays, and provided to eligible seniors age 60 and up through either the congregate or home- delivered meal services. The congregate meal service currently serves an average of 18 meals per day and is an important component of the AAC’s on-site senior service offerings, which include socialization, recreation, education, and social services activities and events. The home-delivered meal program currently provides approximately 50 meals per day to homebound Moorpark seniors who look to the daily meals to help meet their nutritional needs. Funding for the SNP is provided through an Older Americans Act (OAA) Title III-C Grant administered by the VCAAA, who contracts with local jurisdictions to provide SNP services for their local populations. The funding amounts are determined by VCAAA based on various factors including the amount of OAA Title III-C funding available and the proportional number of clients served by each jurisdiction. Historically the VCAAA has managed the program in 4-year grant cycles with contracts awarded for year one and subsequently renewed in years two, three and four. On April 8, 2020, the City Council adopted Resolution No. 2020-3902 authorizing the submittal of a program application and approving the subsequent Agreement and renewals through Fiscal Year (FY) 2023/24. The Resolution also authorized the City Manager to serve as Item: 10.G. 503 Honorable City Council 06/19/2024 Regular Meeting Page 2 signatory for the City Council on all matters related to the administration of the Agreement over the four-year term. DISCUSSION FY 2024/25 will be a transitional year with regard to administration of the SNP. Administratively VCAAA is moving away from grant-based agreements and adopting a standard contractual relationship with local service providers. As an example, in prior years VCAAA utilized one contract template that covered not only SNP services, but also various other OAA grant-funded services including Title III-B (Supportive Services), Title III-D (Disease Prevention), Title III-E (Family Caregiver Programs), and Title VIII- A&B (Prevention of Elder Abuse Programs). For FY 2024/25 the service Agreement has been streamlined to only apply to SNP services with language related to other programs removed (see Attachment 1 – Legislative Markup). In keeping with their preferred practice for contracts of this nature VCAAA has also updated the contract term to be initially for one year, with subsequent renewals thereafter. The draft Agreement is included as Attachment 2. The contract amount of $65,100 covers SNP meal site operations including meal preparation and congregate and home-delivered meal service for FY 2024/25. Another anticipated change in program administration will occur in FY 2025/26 when VCAAA plans to transfer wholesale food purchasing responsibilities to local agencies. This will be accompanied by an increase in contract funding to offset wholesale food costs. Historically SNP contract funding was designated for operational expenses, while wholesale food costs were paid by VCAAA directly to wholesale suppliers without local agency involvement. As a result, the full impact of this programmatic change on the City’s SNP operations is uncertain at this time. Anticipated impacts include increased staff time and administrative costs related to contracting, budgeting, and invoicing, as well as uncertainty regarding exactly how many meals the added funding for wholesale food will support. VCAAA will continue to manage wholesale food payments during FY 2024/25 and has allocated $65,100 (an amount equal to the contract amount) to cover food costs. Staff, in conjunction with VCAAA, will closely monitor costs over the coming year and evaluate the operational impacts that these changes will have on SNP operations to ensure that the program will be able meet the needs of eligible seniors in FY 2025/26 and beyond. The City Council is being asked to adopt a Resolution approving an Agreement with the VCAAA for the provision of SNP services and authorize the City Manager to serve as signatory for the City Council on all matters related to the administration of this Agreement and any subsequent renewals. 504 Honorable City Council 06/19/2024 Regular Meeting Page 3 ENVIRONMENTAL DETERMINATION This action is exempt from the California Environmental Quality Act (CEQA) as it does not constitute a project, as defined by Section 15378 of the State CEQA Guidelines. Therefore, no further environmental review is required. FISCAL IMPACT The contract amount is $65,100 which, along with participant donations, covers the program’s direct costs, including salary for one part-time Senior Nutrition Coordinator, supplies, and mileage reimbursement for volunteer drivers. Per VCAAA guidelines, a voluntary donation of $3 per meal is suggested, however no eligible individual is denied participation because of a failure or inability to contribute. The SNP receives approximately $3,000 annually in participant donations. The Agreement requires matching contributions of $13,020, which are anticipated to be covered by in-kind facility and volunteer allowances. Program costs are reimbursed by the County monthly based on monthly progress reporting. Adequate funding for SNP services is included in the draft budget for FY 2024/25, therefore no additional appropriation is required. COUNCIL GOAL COMPLIANCE This action does not support a current strategic directive. STAFF RECOMMENDATION (ROLL CALL VOTE REQUIRED) Adopt Resolution No. 2024-______ approving an Agreement with the Ventura County Human Services Agency, Area Agency on Aging for the provision of Senior Nutrition Program services and authorize the City Manager to sign the Agreement and all related documents, including annual renewals, subject to final language approval of the City Manager. Attachment 1: Legislative Markup Attachment 2: Draft Agreement Attachment 3: Draft Resolution No. 2024-______ 505 Ventura County Human Services Agency, Area Agency on Aging Agreement and Assurances of Older Americans Act Grant Award for Services Senior Nutrition Program CT# 3500FY24000000000013 ISSUED TO: City of Moorpark (Name of Contractor) 799 Moorpark Avenue (Address) Moorpark CA 93021 (City) (State) (Zip Code) ================================================================== FOR VCAAA USE ONLY The funds provided under this contract are State and Federal Funds passed through from the California Department of Aging to the County of Ventura under contract AP- 2324-18. Applicable CFDA Number for Federal Funds indicated herein is required and must be reported under the Single Audit Act. Fiscal Year Funds: FY 2023-2024 Contract (SAR Pass-through) Number: 3500FY24-13 Funding Agency Name (State/Federal): Ventura County Human Services Agency, Area Agency on Aging (California Department of Aging/Administration on Aging) CFDA No.: 93.045 Program Name: Senior Nutrition State Fund Amount: $0.00 Federal Fund Amount $10,080 C1 $60,390 C2 TOTAL CONTRACT AMOUNT: $70,470.00 Match (10% required, cash or in kind): $7,047.00 Contract Amount plus Match: $77,517.00 ATTACHMENT 1 506 Ventura County Human Services Agency, Area Agency on Aging Agreement and Assurances of Older Americans Act Grant Award for Services This agreement is made and entered into on July 1, 20232024, by and between the County of Ventura, which includes among its component parts the Ventura Countyits Human Services Agency, Area Agency on Aging (hereinafter called “County” or “Area Agency)” or “VCAAA”) and the City of Moorpark (hereinafter called “City” or “Contractor)”) for services specificspecified in ExhibitExhibits A-C attached hereto and incorporated herein by reference (“Service Requirements”). The total compensation to be paid to Contractor shall not, in any event, exceed $70,47065,100 (the “GrantContract Amount”). Matching contributions shall be $13,020. Article I: Scope of Service and Performance Standards Section 1 The performance of this contract is subject to the contingencies identified in Exhibit C attached hereto and incorporated herein by reference (“Contingencies”). Area Agency shall not be obligated to perform any obligation pursuant to this agreement unless and until each and every one of the Contingencies occurs to the satisfaction of the Area Agency. The Area Agency will notify Contractor, in writing, if and when Contractor has satisfied the Contingencies. The provision of services under the terms of this contract by Contractor prior to receiving written notification of the satisfaction of Contingencies from the Area Agency is at Contractor's sole risk. Contractor understands and agrees that unless agreed otherwise in writing by VCAAA, Contractor will abide by the terms of its grant applicationthis contract and by the terms of the VCAAA Contractors’ Manual. (https://www.vcaaa.org/for- providers/grantee-service-tools/). Section 2 Contractor shall provide, in a satisfactory and proper manner as determined by the Area Agency’s representative, the necessary personnel, equipment and materials required to carry out the services and/or activities and/or construction or acquisition as detailed in this contract and the grant applicationattached Exhibit A, incorporated herein by reference and specifications attached as Exhibit B and incorporated herein.. Contractor agrees to provide the services and/or activities and/or construction or acquisition in accordance with all applicable local, state, and federal designation and program standards, regulations and laws. Contractor shall provide services provided for in this agreement in accordance with, and to comply with all terms of, the contracts (AP-2324-18, HI-2122-18 AP2, or TV-2122-18 AP1,Area Plan (AP), as applicable) between the California Department of Aging (CDA) and the Area Agency (“the CDA Contract”), and will require any subcontractors to administer their subcontracts in accordance with this agreement and the CDA Contract, and with all applicable local, state, and federal laws and regulations including, but not limited to: those regarding discrimination, wages, and hours of employment; occupational safety; and, to fire, safety, health and sanitation regulations, directives, guidelines and/or manuals related to this 507 agreement, and resolve all issues using good administrative practices and sound judgment. A copy of the CDA Contract is on file with the Area Agency and is available upon request. Section 3 If performance under this contract for any quarter falls below 90 percent of the contracted level of units of service, or exceeds the contracted level by more than 15 percent for the quarter, or fails to meet the quality performance standards specified in this agreement, the service provider shall be requested by the Area Agency to submit a corrective action plan for approval by the Area Agency. The plan shall specify the specific actions to be taken to correct the problem and a timetable for each action. If the corrective action plan is not submitted within 10 calendar days of receiving the request, or if it is not implemented in accordance with the approved corrective action plan, appropriate sanctions may be imposed, as described in the Area Agency's sanction policy which is incorporated herein by reference. Failure to implement the approved corrective action plan may result in termination of the contract. At its sole discretion, the Area Agency may waive the requirement of a corrective action plan if exceptional circumstances account for performance below the contracted level. Exceptional circumstances are those circumstances which are beyond the service provider’s control, such as natural disasters, inflationary increases beyond anticipated levels, and/or shortages of materials or supplies due to labor disputes or other reasons. The Area Agency may request corrective action or impose sanctions at any time it is deemed necessary to uphold Area Agency, state, and federal policies and regulations. All services provided pursuant to this agreement must be fully implemented and operational within 120 days of commencement of this agreement if this is a one-year grant, or upon the effective date of this contract if this is a one-time-only grant contract. Section 4 The Contractor agrees that the performance of work and services pursuant to the requirements of this Agreement shall conform to accepted professional standards. The Contractor agrees that during the terms of this agreement that they are of sound financial status. Any Contractor that is a private corporation, Joint Powers Agreement (JPA) or private nonprofit must be in good standing with the Secretary of State of California and shall maintain that status throughout the term of the Agreement. Failure to maintain good standing shall result in suspension or termination of this Agreement with the Area Agency on Aging until satisfactory status is restored. Section 54 Under the terms of this contract, the following definitions apply: CCR means California Code of Regulations. CFR means Code of Federal Regulations. 508 Child means an individual who is not more than eighteen (18) years of age. Contractor means the legal entity that receives funds from the Area Agency on Aging to provide direct services identified in and in accordance with this Agreement and determines who is eligible to receive the services.. This term may be used interchangeably with Subrecipient and GranteeVendor. Eligible Service Population for Title Ill B and D means individuals sixty (60) years of age or older, with emphasis on those in greatest economic and social need with particular attention to low-income minority older individuals, older individuals with Limited English Proficiency (LEP), and older individuals residing in rural areas. [OAA § 305 (a)(2)(E); 22 CCR 7119, 7125, 7127, 7130, 7135 and 7638.7] Eligible Service Population for Title Ill C-1 and C-2 means individuals sixty (60) years of age or older, with emphasis on those in greatest economic and social need with particular attention to low-income minority older individuals, older individuals with LEP, and older individuals residing in rural areas. [OAA § 305 (a)(2)(E); 22 CCR 7125, 7127, 7130, 7135] Individuals eligible to receive Senior Nutrition Program meals are as follows: • Congregate Meals – Individuals eligible to receive meals at a congregate site are as follows: a) Any older individual. b) The spouse of any older individual. c) A person with a disability, under age sixty (60) who resides in housing facilities occupied primarily by older individuals at which congregate nutrition services are provided. d) A disabled individual who resides at home with and accompanies an older individual who participates in the program. e) A volunteer under age sixty (60), if doing so will not deprive an older individual sixty (60) or older of a meal. [CCR 7636.9(b)(3); CCR 7638.7(b) and OAA 339(H)] • Home-Delivered Meals – Individuals eligible to receive a home-delivered meal are individuals who are: a) Frail as defined by 22 CCR 7119, homebound by reason of illness or disability, or otherwise isolated. (These individuals shall be given priority in the delivery of services.) [45 CFR 1321.69(a)]. b) A spouse of a person in 22 CCR 7638.7(c)(2), regardless of age or condition, if an assessment concludes that is in the best interest of the homebound older individual. c) An individual with a disability who resides at home with older individuals, if an assessment concludes that it is in the best interest of the homebound older individual who participates in the program. • To-Go Meals means mealmeals that are picked up by clients (or client’s agent) or delivered to clients who are not comfortable dining in a congregate meal setting. a) C-1: To-Go meals are categorized as C-1 meals if they are consumed onsite and include in-person interaction (e.g., dining at congregate site such as restaurant, food truck, etc.., or one-on-one with program volunteer) or consumed offsite and include virtual interaction (e.g., group 509 interaction via Zoom, FaceTime, etc.., or one-on-one with program volunteer via telephone) during the meal. b) C-2: To-Go meals are categorized as C-2 meals if they are consumed offsite without in-person or virtual interaction. Eligible Service Population for Title Ill E means an adult family member, or another individual, who is an informal provider of in-home and community care to an older individual or to an individual of any age with Alzheimer’s disease or a related disorder with neurological and organic brain dysfunction. [OAA § 302(3)] Older Relative Caregiver means a caregiver who is: a. Is age 55 or older; and b. Lives with, is the informal provider of in-home and community care to, and is the primary caregiver for, a child or an individual with a disability; c. In the case of a caregiver for a child: 1. Is the grandparent, step grandparent, or other relative (other than the parent) by blood, marriage, or adoption, of the child; 2. Is the primary caregiver of the child because the biological or adoptive parents are unable or unwilling to serve as the primary caregivers of the child; and 3. Has a legal relationship to the child, such as legal custody, adoption, or guardianship, or is raising the child informally d. In the case of a caregiver for an individual with a disability, is the parent, grandparent, or other relative by blood, marriage, or adoption, of the individual with a disability. [OAA § 372(a)(3)] Caregiver Assessment means a defined process of gathering information to identify the specific needs, barriers to carrying out caregiving responsibilities, and existing supports of a family caregiver or older relative caregiver, as identified by the caregiver involved, to appropriately target recommendations for support services described in section 373(b). Such assessment shall be administered through direct contact with the caregiver, which may include contact through a home visit, the Internet, telephone, or teleconference, or in-person interaction. [OAA §372(a)(1)] Health Insurance Counseling and Advocacy Program (HICAP) means a program designed to provide Medicare beneficiaries and those imminent of becoming eligible for Medicare with counseling and advocacy about Medicare, private health insurance, and related health care coverage plans for the purpose of preserving service integrity on a Statewide basis. [Welf. & Inst. Code § 9541] Indirect Costs means costs incurred for a common or joint purpose benefiting more than one cost objective and not readily assignable to the cost objective specifically benefited, without effort disproportionate to the results achieved. Individual with a disability means an individual with a disability, as defined in Section 3 of the Americans with Disabilities Act of 1990 (42 U.S.C. 12102), who is not less than age 18 and not more than age 59. [OAA § 372(a)(2)] In-kind Contributions means the value of non-cash contributions donated to support the 510 project or program (e.g., property, service, etc.). Matching Contributions (called Recipient Local Share for Title V: [OAA § 502(c)(2)] [20 CFR 641.809]) means local cash and/or in-kind contributions made by the Contractor, Subcontractor, or other local resources. Matching Contributions qualify as match for the Contractcontract funding. Cash and/or in-kind contributions may count as match, if such contributions are used to meet program requirements. Any matching contributions, or Recipient Local Share, (cash or in-kind) must be reported monthly and be verifiable from the records of the Contractor or a subcontractor.. Matching contributions, or Recipient Local Share, must be used for allowable costs in accordance with the Code of Federal Regulations [2 CFR 200] and [2CFR 2900]. Non-Matching Contributions means local funding that does not qualify as matching contributions and/or is not being budgeted as matching contributions. (e.g., federal funds, overmatch, etc.). Nutrition Education means an intervention targeting OAA participants and caregivers that uses information dissemination, instruction, or training with the intent to support food, nutrition, and physical activity choices and behaviors (related to nutritional status) in order to maintain or improve health and address nutrition-related conditions. Content is consistent with the Dietary Guidelines for Americans; is accurate, culturally sensitive, regionally appropriate, and considers personal preferences; and is overseen by a registered dietitian or individual of comparable expertise as defined in the OAA. OAA means Older Americans Act. OMB means the federal Office of Management and Budget. Allocation means the process of assigning a cost, or a group of costs, to one or more cost objective(s), in reasonable proportion to the benefit provided or other equitable relationship. The process may entail assigning a cost(s) directly to a final cost objective or through one or more intermediate cost objectives. (2 CFR 200.1 and 45 CFR 75.2) Disallowed Costs means those charges determined to be unallowable, in accordance with the applicable Federal statutes, regulations, or the terms and conditions of the Federal award. (2 CFR 200.1 and 45 CFR 75.2) Questioned Costs means a cost that is questioned by the auditor because of an audit finding which resulted from a violation or possible violation of a statute, regulation, or the terms and conditions of a Federal award, including for funds used to match Federal funds; where the costs, at the time of the audit, are not supported by adequate documentation; or where the costs incurred appear unreasonable and do not reflect the actions a prudent person would take in the circumstances. (2 CFR 200.1 and 45 CFR 75.2). Recoverable Cost means the questioned cost identified from an audit. One-Time-Only Funds means: a. Titles III and VII federal funds allocated to the AAA in a State fiscal year that are not 511 expended or encumbered for services and administration provided by June 30 of that fiscal year as reported to the California Department of Aging (CDA) in the Area Plan Financial Closeout Report. [22 CCR 7314(a)(6)] b. Title III and VII federal funds recovered from an AAA as a result of a fiscal audit determination and resolution by CDA. [22 CCR 7314(a)(7)] c. Supplemental Title III and Title VII program funds allocated by the Administration on Aging to CDA as a result of the federal re-allotment process. [22 CCR 7314(a)(8)] Priority Services for Title III B means those services associated with access to services (transportation, outreach, information and assistance, and case management); in-home services including supportive services such as respite and visiting, for families of older individuals who are victims of Alzheimer's disease and related disorders with neurological and organic brain dysfunction; and legal assistance. Priority Services for Title Ill E means services provided to: a. Caregivers who are older individuals with greatest social need, and older individuals with greatest economic need (with particular attention to low-income older individuals) b. Older relative caregivers of children with severe disabilities, or individuals with disabilities who have severe disabilities. [OAA§373(c)(2)(A-B)] c. Family caregivers who provide care for individuals with Alzheimer’s disease and related disorders with neurological and organic brain dysfunction. [OAA § 372(b)] Program Income means revenue generated by the Contractor or subcontractor from contract-supported activities and may include: a. Voluntary contributions received from a participant or responsible party as a result of services. b. Income from usage or rental fees of real or personal property acquired with grant funds or funds provided under this Agreement. c. Royalties received on patents and copyrights from contract-supported activities. d. Proceeds from sale of goods created items purchased under grant funds. Program Requirements means Title Ill program requirements found in the OAA [42 USC 3001-3058]; the Code of Federal Regulations [45 CFR 1321]; the California Code of Regulations [22 CCR 7000 et seq.]; and CDA Program Memoranda, and California Retail Food Code (CRFC). State and Department mean the State of California and the California Department of Aging (CDA) interchangeably. State Health Insurance Assistance Program (SHIP) means a national program supported by the federal Administration for Community Living (ACL) that offers one-on-one counseling and assistance to people with Medicare and their families. Through federal grants directed to states, SHIPs provide free counseling and assistance via telephone and face-to-face interactive sessions, public education presentations and programs, and media activities. In California, SHIP is the same program as the Health Insurance Counseling and Advocacy Program (HICAP). This term may be used interchangeably with HICAP. 512 Title III B (Supportive Services) means a variety of services including, but not limited to: personal care, homemaker, chore, adult day health care, case management, assisted transportation, transportation, legal assistance, information and assistance, outreach, outreach, services that promote or support social connectedness and reduce negative health effects associated with social isolation, and long-term care ombudsman advocacy, as defined in the Older Americans Act Performance System (OAAPS) categories and the National Ombudsman Reporting System (NORS). [OAA § 321(a)] Title III C-1 (Congregate Nutrition Services) means nutrition services for older individuals in a congregate setting. Services include meals, nutrition education, nutrition risk screening, and opportunities for socialization. Each meal shall provide one-third (1/3) of the Dietary Reference Intakes (DRI) and comply with the most current Dietary Guidelines for Americans (DGA). To be an eligible Title III C-1 congregate nutrition site, the site must meet all of the following criteria: [22 CCR 7638.7(a)] a. Be open to the public. [45 CFR 1321.53(b)(3)] b. Not means test. [OAA § 315(b)(3)] c. Provide participants the opportunity to make voluntary contributions and not deny service for not contributing to the cost of the service. [OAA § 315(b)(4)] [22 CCR 7638.9] d. Not receive funds from another source for the cost of the same meal, equipment, or services. [2 CFR 200.403(f)][45 CFR 75.403(f)] Title III C-2 (Home-Delivered Nutrition Services) means nutrition services provided to frail, homebound, or isolated older individuals including meals, nutrition education, and nutrition risk screening. Each meal shall provide onone-third (1/3) of the DRI and comply with the most current Dietary Guidelines for Americans. [22 CCR 7135, 22 CCR 7638.7(c)] Title III C-2 meals are compliant with the Older Californians Nutrition Program Menu Guidance Title III D (Health Promotion Evidenced-Based) means disease prevention and health promotion programs that are based on scientific evidence and demonstrated through rigorous evaluation to be effective in improving the health of older adults. Title III D evidence- based programs include programs related to the prevention and mitigation of the effects of chronic diseases (including osteoporosis, hypertension, obesity, diabetes, and cardiovascular disease), infectious disease, and vaccine-preventable disease, and prevention of sexually transmitted diseases. Evidence-based services also include programs focused on alcohol and substance abuse reduction, chronic pain management, smoking cessation, weight loss and control, stress management, falls prevention, physical activity, and improved nutrition. [OAA 102 (14)(D)] Title Ill E Family Caregiver Support Program (FCSP) Categories are: a. Information Services b. Access Assistance c. Support Services d. Respite Care e. Supplemental Services [OAA 373(b)(1)(2)(3)(4)(5)] 513 USC means United States Code. Vendor means an entity selling or providing goods or services to the. This term may be used interchangeably with Contractor or Subcontractor during the Contractor or Subcontractor’s performance of the Agreement. Article II: Period of Performance Except as otherwise provided, the term of this agreement shall commence on July 1, 20232024, and terminate on June 30, 20242025. This Agreement can be extended or renew for additional years upon mutual agreement of both parties. Article III: Program Budget and Payment Schedule Section 1 The reimbursedreimbursable compensation of the Grant Amountthis Agreement shall be paid in monthly increments upon receipt of a an accurate invoice submitted monthly request for advance of funds submitted all expenses incurred and paid for the previous month. Food costs, that are paid directly by the County will not be reimbursable to the City. However, the monthly food expenses incurred by the Contractor to the Areashould be reported on the invoices. Invoices shall be submitted no later than the fifteenth (15th) calendar day of the subsequent month to Human Services Agency and on the basis-Fiscal Division. In accordance with the approved budget (“Authorized Total Budget”), County will reimburse to Contractor the approved expenses within 30 days of an evaluationreceipt of Contractor's cash requirements, cash-on-hand as documented on the request form,an approved and the Area Agency's approval of performance to-dateaccurate invoice. No expenditure shall be made or obligation incurred in excess of the Grant Amount, this agreement, or not in accordance with the Authorized Total Budget, as defined herein. The total budget authorized by the Area Agency shall be provided with the written notification of satisfaction of contingencies (“Authorized Total Budget”).. Any expenditure of funds that is not in compliance with the Authorized Total Budget or this agreement, or not within the costs set forth in the Authorized Total Budget, or in accordance with applicable federal and state rules and regulations, shall not be chargeable to the Area AgencyCounty. Any unauthorized expenditures shall be borne by Contractor. The Contractor shall prepare and submit a monthly expenditure report in an electronic format as instructed by the Area Agency by the 20th of each month. The report shall include all costs and funding sources for the month prior. During the Contract period, requests to expedite payments shall be reviewed and based on an analysis of the Contractor’s need to provide services. Any reimbursement for authorized travel and per diem shall be at rates not to exceed those amounts paid by the State in accordance with the California Department of Human Resources’ (CalHR) rules and regulations. 514 (https://www.calhr.ca.gov/employees/pages/travel-reimbursements.aspx) In State: • Mileage/Per Diem (meals and incidentals)/Lodging https://www.calhr.ca.gov/employees/pages/travel-reimbursements.aspx Out of State: http://hrmanual.calhr.ca.gov/Home/ManualItem/1/2201 This is not to be construed as limiting the Contractor from paying any differences in costs, from funds other than those provided by CDA, between the CalHR rates and any rates the Contractor is obligated to pay under other contractual agreements. No travel outside the state of California shall be reimbursed unless prior written authorization is obtained from the State. [SCM 3.17.2.A(4)]. Section 2 All payments shall be made in accordance with the provisions of this agreement and the Authorized Total Budget. (See Exhibit B). The funds to be paid by the Area Agency to Contractor are solely federal and state funds and shall be spent in accordance with the Authorized Total Budget. Contractor must obtain prior approval in writing from Area Agency's County’s Fiscal representative for any budget modifications. Section 3 The Area Agency may, at its discretion, reallocate to other projects that portion of Contractor's Older Americans Act award which (during the mid-year or other budget review) is projected to become unexpended grant funds. Section 4 Contractor shall maintain accounting records (including payroll records, bills, invoices and receipts) for all funds received pursuant to this agreement separate from any other funds administered by Contractor. This shall include project income, donations and all matching funds indicated in the grant application. Contractor shall expend the same solely for the purpose of the project and shall refund to the Area Agency any unencumbered amounts upon termination or completion of the subject project.. Contractor shall also account for all other non-cash items reflected in the budget of the grant application, where applicable. Section 5 In the event Contractor receives payment for a service to which reimbursement is disallowed by the Area Agency or to the Area Agency by the California Department of Aging or the Federal Administration on Aging, Contractor shall promptly refund the disallowed amount to the Area Agency on request. Section 6 Funds made available under this Agreement shall supplement, and not supplant, any Federal, State, or local funds expended by a State or unit of general-purpose local government to provide Title III (excluding III E), or Title VII Programs. Funds made available under Title III E shall be budgeted and expended in accordance with the five federal support service components specified in OAA § 373(b) and distinguished between “caregiver” and 515 “grandparent” support services, as required for the Older Americans Act Performance System (OAAPS). Funds made available under Title III E shall supplement and not supplant other services that may directly or indirectly support informal caregiving, such as Medicaid waiver programs (e.g., MSSP, etc.), or other caregiver services such as those provided through Caregiver Resource Centers, Linkages, Alzheimer’s Day Care Resource Centers, Respite Purchase of Service, and other Title III funded providers. Section 7 Costs incurred by the Contractor or subcontractor must be verifiable from the records of the Contractor or subcontractor and must be allowable as outlined in the Code of Federal Regulations [2 CFR 200] and [2CFR 2900] and may be cash or in-kind contributions. Section 8 The maximum reimbursement amount allowable for indirect costs is ten percent 10% of Contractor’s Modified Total Direct Costs (MTDC), excluding in-kind contributions and nonexpendable equipment. Indirect costs shall not exceed 10% of the Contractor’s MTDC per funding category. [2 CFR 200.414(c)(1),(f)] [45 CFR 75.414(c)(1), (f)] Contractors requesting reimbursement for indirect costs shall retain on file an approved indirect cost rate accepted by all federal awarding agencies or an allocation plan documenting the methodology used to determine the indirect costs. IndirectAdministrative costs exceeding the maximum ten percent (10%) may be budgeted as in- kind for purposes of meeting matching requirements in Title III and VII programs only. Contractors must receive prior approval from the Area Agency prior to budgeting the excess indirect costs as in-kind. Section 9 Matching Requirements 1. The required minimum administration matching contributions for Title III-B, not including Ombudsman, III-C, & III-E combined is twenty-five percent (25%). 2.1. The required minimum program matching contributions for Title III-B, not including Ombudsman, and III-C is ten percent (10%). 3. The required minimum program matching contributions for Title III-E is twenty-five percent (25%). 4.2. Minimum matching requirements are calculated on net costs, which are total costs less program income, non-matching contributions, and State funds. 5.3. Program matching contributions for Title III-B, not including Ombudsman, and III-C can be pooled to meet the minimum requirement of ten percent (10%). 6.4. Matching contributions generated in excess of the minimum required are considered overmatch. 7.5. Program overmatch from Title III B or C can be used to meet the program match requirement for Title III E. Section 10 Should the Contractor or subcontractor begin work in advance of when the Agreement is 516 approved, that work may be considered as having been performed at risk as a volunteer and may not be reimbursed or compensated. Article IV: Reporting and Evaluation Section 1 Contractor shall submit status reports to the Area Agency on a monthly basis in a form to be determined by the Area Agency. All program reports are due on or before the tenth (10th) day of each month following the month being reported and shall contain the information requested by the Area Agency. No request for payment of funds shall be approved by the Area Agency's representative until such reports have been timely filed. Section 2 Area Agency may, at its discretion, conduct periodic evaluations or audits of the Program. Contractor shall cooperate with the Area Agency in evaluations of the Program as scheduled by the Area Agency. Contractor will collect and make available all pertinent project information as needed and/or requested and participate in any project site visits made by the Area Agency. No request for payment of funds shall be approved by the Area Agency's representative until such reports have been timely filed. Article V: Information Integrity and Security The Contractor, and its Subcontractors/Vendorssubcontractors, shall have in place operational policies, procedures, and practices to protect State information assets, including those assets used to store or access Personal Health Information (PHI), Personal Information (PI) and any information protected under the Health Insurance Portability and Accountability Act (HIPAA), (i.e., public, confidential, sensitive and/or personal identifying information) herein referred to as Personal, Sensitive and Confidential Information (PSCI) as specified in the State Administrative Manual, 5300 to 5365.3; Cal. Gov. Code § 11019.9, DGS Management Memo 06-12; DOF Budget Letter 06-34; and CDA Program Memorandum 07-18 Protection of Information Assets and the Statewide Health Information Policy Manual. Information assets may be in hard copy or electronic format and may include but is not limited to: 1. Reports 2. Notes 3. Forms 4. Computers, laptops, cellphones, printers, scanners 5. Networks (LAN, WAN, WIFI) servers, switches, routers 6. Storage media, hard drives, flash drives, cloud storage 7. Data, applications, databases Encryption of Computing Devices The Contractor, and its subcontractors/Vendors, are required to use 128-Bit encryption for PSCI data that is collected and stored on all computing devices (including but not limited to, workstations, servers, laptops, personal digital assistants, notebook computers and backup media) and/or portable electronic storage media (including but not limited to, discs, 517 thumb/flash drives, portable hard drives, and backup media). Disclosure 1. The Contractor, and its Subcontractors/Vendorssubcontractors, shall ensure that all PSCI is protected from inappropriate or unauthorized access or disclosure in accordance with applicable laws, regulations, and State policies. 2. The Contractor, and its Subcontractors/Vendorssubcontractors, shall protect from unauthorized disclosure, PSCI such as names and other identifying information concerning persons receiving services pursuant to this Agreement, except for statistical information not identifying any participant. 3. “Personal identifying information” shall include, but not be limited to, name, identifying number, social security number, state driver’s license or state identification number, financial account numbers, symbol or other identifying characteristic assigned to the individual, such as fingerprint, voiceprint or a photograph. 4. The Contractor, and its Subcontractors/Vendorssubcontractors, shall not use PSCI above for any purpose other than carrying out the Contractor’s obligations under this Agreement. The Contractor and its Subcontractorssubcontractors are authorized to disclose and access identifying information for this purpose as required by OAA. 5. Contractor, and its Subcontractors/Vendorssubcontractors, will not, except as otherwise specifically authorized or required by this agreement or court order, disclose any identifying information obtained under the terms of this agreement to anyone other than the Area Agency and/or the California Department of Aging without prior written authorization from the Area Agency and/or the California Department of Aging. Contractor may be authorized, in writing, by a participant to disclose identifying information specific to the authorizing participant. 6. Contractor, and its Subcontractors/Vendorssubcontractors, may allow participants to authorize the release of information to specific entities, but shall not request or encourage any participant to give blanket authorization to sign a blank release, nor shall Contractor accept such from any participant. The Contractor may allow a participant to authorize the release of information to specific entities but shall not request or encourage any participant to give a blanket authorization or sign a blank release, nor shall the Contractor accept such blanket authorization from any participant. Security Awareness Training Requirement The Contractor’s employees, Subcontractors/Vendorssubcontractors, and volunteers handling PSCI must complete the required CDA Security Training module located at https://aging.ca.gov/Information_security/ within thirty (30) days of the start date of the Contract/Agreement, within thirty (30) days of the start date of any new employee, Subcontractor, Vendorsubcontractor, or volunteer’s employment and annually thereafter. The Contractor must maintain certificates of completion on file and provide them to VCAAA upon request. Health Insurance Portability and Accountability Act (HIPAA) Contractor agrees to comply with the privacy and security requirements of the Health Insurance Portability and Accountability Act (HIPAA) and ensure that Subcontractors/Vendorssubcontractors comply with the privacy and security requirements of HIPAA. 518 Security Incident Reporting A security incident occurs when CDA information assets are or reasonably believed to have been accessed, modified, destroyed, or disclosed without proper authorization, or are lost or stolen. The Contractor and its Subcontractors/Vendors, must comply with CDA’s security incident reporting procedure located at https://www.aging.ca.gov/ Programs Providers/Information_Security_and_Privacy/Default.aspxhttps://www.aging.ca.gov/Informa tion_Security/Security_Incident_Reporting_Procedures/ Security Breach Notifications Notice must be given by the Contractor, and/or its Subcontractors/Vendorssubcontractors to anyone whose PSCI could have been breached in accordance with HIPAA, the Information Practices Act of 1977, and State policy. Software Maintenance The Contractor, and its Subcontractors/Vendorssubcontractors, shall apply security patches and upgrades in a timely manner and keep virus software up to date on all systems on which State data may be stored or accessed. Electronic Backups The Contractor and its Subcontractors/Vendorssubcontractors shall ensure that all electronic information is protected by performing regular backups of files and databases and ensure the availability of information assets for continued business. The Contractor, and its Subcontractors/Vendorssubcontractors, shall ensure that all data, files, and backup files are encrypted. Article VI: State Licensure Requirements Contractor represents or warrants that it possesses or will possess all necessary licenses, permits, notices and certificates required to provide the services which are the subject of this agreement prior to the commencement date of the agreement. Article VII: Contributions for Social Services Contractor shall provide older persons receiving services the opportunity to contribute to all or part of the costs of the social services provided. Contractor will consult with the project consumer participation body regarding proposed contributions. Each individual recipient will determine what he or she is able to contribute toward the cost of the social service. No older person will be denied a social service because of his or her failure to contribute. Means tests shall not be used by any Contractor for any Title III or Title VII services, nor shall services be denied to any Title III or Title VII client that does not contribute toward the cost of the services received. Methods used to solicit voluntary contributions for Title III and Title VII services shall be non-coercive. Methods used to solicit voluntary contributions for Title III and Title VII services shall be non-coercive. The Contractor assures that voluntary contributions shall be allowed and may be solicited in accordance with the following requirements [OAA § 315(b)]. Clearly inform each recipient 519 that there is no obligation to contribute and that the contribution is purely voluntary. Protect the privacy and confidentiality of each recipient with respect to the recipient's contribution or lack of contribution a. Each service provider will: i. Provide each recipient with an opportunity to voluntarily contribute to the cost of the service. ii. Establish appropriate procedures to safeguard and account for all contributions. iii. Use all collected contributions to expand the services for which the contributions were given and to supplement (not supplant) funds received under this ActAgreement. In the event that Contractor generates program income from a program funded by this agreement, this income must be reported and expended under the same terms and conditions as the program funds from which it is generated. Program income must be used to expand baseline services and be used to pay for current allowable costs of the program in the same fiscal year that the income was earned. For programs funded by Title III B, Title III C, Title III D, Title III E, Title VII Ombudsman and Title VII-A Elder Abuse Prevention programs, program income must be expended prior to drawing down additional funds as required in [2 CFR 200.305(b)(5)] and [2 CFR 200.307(e)] and may reduce the total amount of contract funds payable to Contractor. Program income may not be used to meet the matching requirements of this contract. Article VIII: Nondiscrimination Contractor shall comply with all federal and state statutes relating to nondiscrimination, including those contained in the Contractor Certification Clauses (CCC1005) which is hereby incorporated by reference. These include but are not limited to: (a) (a) Title VII of the Civil Rights Act of 1964 (42 USC 2000e et. seq.), as amended by the Equal Opportunity Act of March 24, 1972 (Public Law 92-261); (b) (b) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color, or national origin; (c) (c) Title IX of the Education Amendments of 1972, as amended (20 USC §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (d) (d) Section 504 of the Rehabilitation Act of 1973, as amended (29 USC § 794), which prohibits discrimination on the basis of handicap; (e) (e) the Age Discrimination Act of 1975, as amended (42 USC §§6101-6107), which prohibits discrimination on the basis of age; (f) (f) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to non-discrimination on the basis of drug abuse; (g) (g) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment, and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to non-discrimination on the basis of alcohol abuse or alcoholism; (h) (h) §§ 523 and 527 of the Public Health Service Act of 1912 (42 USC §§ 290 dd-3 and 290 ee-3) as amended, relating to confidentiality of alcohol and drug abuse patient records; (i) (i) Cal. Gov. Code § 11135 et seq., and 2 CCR § 11140 et seq., which prohibit recipients of 520 state financial assistance from discriminating against persons based on race, national origin, ethnic group identification, religion, age, sex, sexual orientation, color, or disability (22 CCR § 98323), Title VII of the Civil Rights Act of 1968 (42 USC §§ 43601 et seq.) as amended, relating to nondiscrimination in the sale, rental or refinancing of housing; (j) (j) any other nondiscrimination provisions in the specific statute(s) under which application for federal assistance is being made; and, (k) the requirements of any other nondiscrimination statute(s) which may apply to this agreement. California Civil Rights Laws The Contractor shall ensure compliance with the requirements of California Public Contract Code § 2010 by submitting a completed California Civil Rights Laws Certification, prior to execution of this Agreement. The certificate is available at: http://www.dgs.ca.gov/ols/Forms.aspx The California Civil Rights Laws Certification ensures Contractor compliance with the Unruh Civil Rights Act (Cal. Civ. Code § 51) and the Fair Employment and Housing Act (Cal. Gov. Code § 12960) and ensures that Contractor internal policies are not used in violation of California Civil Rights Laws. Contractor shall comply with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 USC §§ 12101 et seq.) Inquiries and Complaints Regarding National Origin Contractor must designate an employee to whom initial complaints or inquiries regarding national origin can be directed. The name of the designated individual shall be provided to the VCAAA Grants Administrator. Complaints relating to national origin discrimination shall be handled by the Contractor. If the complaint is not resolved, the complainant shall be provided to the VCAAA Grants Administrator. The Contractor shall notify VCAAA immediately of a complaint alleging discrimination based upon a violation of State or federal law. [2 CCR 11162, 22 CCR 98310, 98340] Limited English-Speaking Participants Contractor agrees to provide the Ventura County Area Agency on Aging with the following information regarding program participants: number or proportion of limited English- speaking (LEP) persons likely to be encountered by the program, frequency with which LEP individuals come in contact with the program, nature and importance of the services provided to people’s lives. This group-needs assessment will serve as the basis for the Contractor’s determination of “reasonable steps” and provide documentary evidence of compliance with Cal. Gov. Code § 11135 et seq., 2 CCR 11140, 2 CCR 11200 et seq., and 22 CCR 98300 et seq. Contractor shall take reasonable steps, based upon the group-needs assessment identified above, to ensure that “alternative communication services” are available to non- English speaking or LEP beneficiaries of services under this Agreement. [2 CCR 11162] 521 Based on findings of the group-needs assessment, the Contractor shall ensure reasonable alternative communication services are available to meet the linguistic needs of identified eligible client population groups at key points of contact. Key points of contact include, but are not limited to, telephone contacts, office visits and in-home visits. [2 CCR 11162] “Alternative communication services” include, but are not limited to, the provision of services and programs by means of the following: Interpreters or bilingual providers and provider staff, contracts with interpreter services, use of telephone interpreter lines, sharing of language assistance materials and services with other providers, translated written information materials, including but not limited to, enrollment information and descriptions of available services and programs and referral to culturally and linguistically appropriate community service programs. Article IX: Training Contractor agrees to participate in staff training and development programs provided by the Area Agency, California Department of Aging, Administration on Aging, or any of their agents. Contractor shall make budget provisions to pay for the travel, per diem, and tuition costs of such efforts as required or necessary. Article X: Lobbying Certification Contractor certifies to the best of its knowledge and belief that: 1. No federally appropriated funds have been paid or will be paid, by or on behalf of Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of a federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a member of Congress, or an officer or employee of Congress in connection with this federal contract, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, “Disclosure Form to Report Lobbying” in accordance with its instructions. The form is available upon request from the Area Agency. 3. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. This certification is a prerequisite for making or entering into this transaction imposed by 31 USC 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Article XI: Subcontracts and Assignments In the event any subcontractor or assignment is utilized by Contractor for any portion of the project, Contractor retains the prime responsibility for carrying out all of the terms of this agreement, including, but not limited to, the responsibility for preserving the State’s copyrights and rights in data, for handling property in accordance with Article XVIII of this agreement, and the responsibility for ensuring the availability and retention of records of 522 subcontractors and assignments in accordance hereto. All contractors are required to submit a list of Grant Funded Property with the June RFF/Close out Report. No subcontract or assignment utilizing funds from this agreement shall be entered into which has a term extending beyond the ending date of this agreement as set forth in Article II hereto. Any subcontracts to provide program services under this agreement shall be approved in writing by an Area Agency designated representative and shall have no force or effect until so approved and will be subject to the provision of this agreement. Purchase of items such as standard commercial supplies, office space, or printing services do not require a subcontract and do not require prior Area Agency approval. A copy of any executed subcontract or assignment must be forwarded to the Area Agency within thirty (30) days after the beginning of the subcontract or assignment. Contractor will be responsible for monitoring the insurance requirements of its subcontractors in accordance with Article XVI of this contract. Conflict of Interest 1. The Contractor shall prevent employees, consultants, or members of governing bodies from using their positions for purposes including, but not limited to, the selection of subcontractors, that are, or give the appearance of being, motivated by a desire for private gain for themselves or others, such as family, business, or other ties. In the event that Area Agency determines that a conflict of interest exists, any increase in costs associated with the conflict of interest may be disallowed by Area Agency and such conflict may constitute grounds for termination of the Agreement. 2. This provision shall not be construed to prohibit employment of persons with whom the Contractor's officers, agents, or employees have family, business, or other ties, so long as the employment of such persons does not result in a conflict of interest (real or apparent) or increased costs over those associated with the employment of any other equally qualified applicant, and such persons have successfully competed for employment with the other applicants on a merit basis. Covenant Against Contingent Fees 1. The Contractor warrants that no person or selling agency has been employed or retained to solicit this Agreement. There has been no agreement to make commission payments in order to obtain this Agreement. 2. For breach or violation of this warranty, CDACounty shall have the right to terminate this Agreement without liability or at its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingency fee. Article XII: Recordkeeping Contractor shall maintain complete records (which shall include, but not be limited to: accounting records; contracts; agreements; reconciliation of the “Financial Closeout Report” to the audited financial statements, single audit, and general ledgers; a summary worksheet of results from the audit resolutions performed for all subcontractors with supporting 523 documentation; letters of agreement; insurance documentation in accordance with this contract; Memorandums and/or letters of understanding; patient or client records; and, electronic files) of its activities and expenditures hereunder in a form satisfactory to the Area Agency and the California Department of Aging in compliance with the laws and regulations of the State of California and the Department of Health and Human Services. The financial records of Contractor as they pertain to this grantcontract are subject to audit by the Area Agency. Contractor shall allow the California Department of Aging, the Controller General of the United States, or duly authorized representatives of any of those entities, to inspect Contractor books and records at any time during the grantcontract period, and for a minimum period of four (4) years after the expiration of the grantcontract. Contractor shall maintain responsibility for such records, both during the grantcontract period and for a minimum four (4) year period following the last transaction related to the grantcontract. Records for non- expendable property must be retained for a minimum of four (4) years subsequent to the final disposition of this property. All original source documents must be retained until an audit resolution is completed or four (4) years from the end of the fiscal year/grant cycle, for which the document is prepared. The VCAAA recommends that Grantee/Contractor contact the VCAAA grants managerGrants Manager before disposing of any records. If any unauthorized expenditures, unallowable expenditures, or irregularities are discovered, Contractor is responsible for making any necessary reparation to the Area AgencyCounty. If an audit is commenced or discovers any unallowable expenditures or irregularities, the records must be kept by Contractor as long as necessary until the issue is satisfactorily resolved. After the authorized period has expired, confidential records shall be shredded and disposed of in a manner that will maintain confidentiality. Article XIII: Unexpended Funds Contractor understands and agrees that there is no provision for carryover of unexpended grant funds at the end of the contract period. Any money obligated under the grantthis contract (even if in the possession of Contractor) but not needed to meet incurred obligations will be returned with the Financial Closeout Report to the Area Agency. Article XIV: Audit and Closeout Requirements Section 1 General 1. Any duly authorized representative of the federal or State government, which includes but is not limited to the State Auditor, California Department of Aging (CDA) staff, and any entity selected by State to perform inspections, shall have the right to monitor and audit all Contractors providing services under this Agreement through on-site inspections, audits, and other applicable means the State determines necessary. In the event that Area Agency is informed of an audit by an outside federal or State government entity affecting the Contractor, Area Agency will provide timely notice to Contractor. 1. Contractor shall make available all reasonable information necessary to substantiate that expenditures under this agreement are allowable and allocable, including, but not limited to accounting records, vendor invoices, bank statements, cancelled checks, 524 bank/credit card statements, contracts and agreements, employee time sheets, purchase orders, indirect cost allocation plans. Contractor shall agree to make such information available to the Area Agency, the federal government, the State, or any of their duly authorized representatives, including representatives of the entity selected by State to perform inspections, for examination, copying, or mechanical reproduction, on or off the premises of the appropriate entity upon a reasonable request. 2. All agreements entered into by the Contractor and subcontractors with audit firms for purposes of conducting independent audits under this Agreement shall contain a clause permitting any duly authorized representative of the federal or State government access to the supporting documentation of said audit firm(s). 3. The Contractor shall cooperate with and participate in any further audits, which may be required by the State, including CDA fiscal and compliance audits. Section 2 Fiscal and Compliance Audits 1. The Area Agency shall perform fiscal and compliance audits of Contractors in accordance with Generally Accepted Government Auditing Standards (GAGAS) to ensure compliance with applicable laws, regulations, grants, and contract requirements. 2. These fiscal and compliance audits may include, but not be limited to, a review of: a. Financial closeouts (2 CFR 200.1 and 45 CFR 75.2) b. Internal controls (2 CFR 200.303 and 45 CFR 75.303) c. Allocation of expenditures (2 CFR 200.1 and 45 CFR 75.2) d. Allowability of expenditures (2 CFR 200.403 and 45 CFR 75.403) e. Equipment expenditures and approvals, if required (2 CFR 200.439 and 45 CFR 75.439) Section 3 Single Audit Reporting Requirements (2 CFR 200 Subpart F and 45 CFR 75 Subpart F) 1. Contractor Single Audit Reporting Requirements a. Contractors that expend $750,000 or more in federal funds shall arrange for an audit to be performed as required by the Single Audit Act of 1984, Public Law 98-502; the Single Audit Act Amendments of 1996, Public Law 104- 156; 2 CFR 200.501 to 200.521 and 45 CFR 75.501 to 75.521. A copy shall be submitted to the Area Agency. b. The copy shall be submitted within thirty (30) days after receipt of the Auditor’s report or nine (9) months after the end of the audit period, whichever occurs first, or unless a longer period is agreed to in advance by the cognizant or oversight agency. c. For purposes of reporting, the Contractor shall ensure that Federal-Funded expenditures are displayed discretely along with the related federal expenditures in the single audit report’s “Schedule of Expenditures of Federal Awards” (SEFA) under the Catalog of Federal Domestic Assistance (CFDA) 525 number along with the related State-Funded expenditures. d. For contracts that do not have CFDA numbers, the Contractor shall ensure that the State-funded expenditures are discretely identified in the SEFA by the appropriate program name, identifying grant/contract number, and as passed through the Area Agency on Aging. 2. The Contractor shall perform a reconciliation of the “Financial Closeout Report” to the audited financial statements, single audit, and general ledgers. The reconciliation of the CDA Closeout to the Contractor general ledger must be submitted with the CDA Closeout shall be maintained and made available for Area Agency review. 3. Contract Resolution of Contractor The Contractor shall have the responsibility for resolving its contracts with subcontractors to determine whether funds provided under this Agreement are expended in accordance with applicable laws, regulations, and provisions of contracts or agreements. Within thirty (30) days after the close of the project period or when requested by the Area Agency (whichever comes earlier), Contractor shall provide the Area Agency with an ending “Financial Closeout Report” signed by Contractor’s representative. The Area Agency shall provide Contractor the form on which to complete the Financial Closeout Report, and the Financial Closeout Report shall contain all the information required by the Area Agency. 4. The Contractor shall ensure that single audit reports, including those of its subcontractors, meet 2 CFR 200 and 45 CFR 75, Subparts F-Audit Requirements. 5. Contract resolution includes: a. Contractor that expends $750,000 or more in federal awards (not necessarily from the Area Agency) during the Contractor’s fiscal year shall meet the audit requirements of 2 CFR 200.501 – 200.521 and 45 CFR 75.501 to 75.521. b.a. Contractor will ensure that appropriate corrective action has been taken to correct instances of non-compliance with federal laws and regulations. Corrective action shall be taken within six months after the Area Agency receives Contractor’s audit report. c.b. Reconciling reported expenditures to the amounts identified in the single audit or other type of audit if the Contractor was not subject to the single audit requirements. For a Contractor who was not required to obtain a single audit and did not obtain another type of audit, the reconciliation of expenditures reported to the Area Agency must be accomplished through performing alternative procedures (e.g., risk assessment [2 CFR 200.331 and 45 CFR 75.352], documented review of financial statements, and documented expense verification, including match, etc.). 6. When alternative procedures are used, the Contractor shall perform financial management system testing, which provides, in part, for the following: a. Accurate, current, and complete disclosure of the financial results of each federal award or program. b. Records that identify adequately the source and application of funds for each 526 federally funded activity. c. Effective control over, and accountability for, all funds, property, and other assets to ensure these items are used solely for authorized purposes. d. Comparison of expenditures with budget amounts for each federal award. e. Written procedures to implement the requirements of 2 CFR 200.305. f. Written procedures for determining the allowability of costs in accordance with 2 CFR Part 200 and 45 CFR Part 75, Subparts E - Cost Principles. [2 CFR 200.302 and 45 CFR 75.302] g. The Contractor shall document system and expense testing to show an acceptable level of reliability, including a review of actual source documents. h. Determining whether the results of the reconciliations performed necessitate adjustment of the Contractor’s own records. 7. The Contractor shall ensure that subcontractor single audit reports meet 2 CFR 200 and 45 CFR 75, Subparts F - Audit Requirements: a. Performed timely – not less frequently than annually and a report submitted timely. The audit is required to be submitted within thirty (30) days after receipt of the Auditor’s report or nine (9) months after the end of the audit period, whichever occurs first. [2 CFR 200 512 and 45 CFR 75.512] b. Properly procured – use procurement standards for auditor selection. [2 CFR 200.509 and CFR 75.509] c. Performed in accordance with Generally Accepted Government Auditing Standards. [2 CFR 200.514 and 45 CFR 75.514] d. All inclusive – includes an opinion (or disclaimer of opinion) of the financial statements; a report on internal control related to the financial statements and major programs; an opinion (or disclaimer of opinion) on compliance with laws, regulations, and the provisions of contracts; and the schedule of findings and questioned costs. [2 CFR 200.515 and 45 CFR 75.515] e. Performed in accordance with provisions applicable to this program as identified in 2 CFR Part 200, and 45 CFR Part 75, Subpart F, Audit Requirements. 8.7. The Contractor shall be required to include in its contract with the independent Auditor that the Auditor will comply with all applicable audit requirements and standards. Contractor shall permit independent auditors to have access to the records and financial statements as necessary for Contractor to comply with OMB Circular A- 133. 9.8. The Contractor shall disclose to the Area Agency whether audit findings were issued; and, if applicable, any communication or follow-up performed to resolve the findings. 10.9. A reasonably proportionate share of the costs of audits required by and performed in accordance with the Single Audit Act Amendments of 1996, as implemented by requirements of this part, are allowable. However, the following audit costs are unallowable: a. Any costs when audits required by the Single Audit Act and 2 CFR 200 and 45 CFR 75, Subparts F – Audit Requirements have not been conducted or 527 have been conducted but not in accordance therewith; and b. Any costs of auditing a nonfederal entity that is exempted from having an audit conducted under the Single Audit Act, 2 CFR 200 and 45 CFR 75, Subparts F – Audit Requirements because its expenditures under federal awards are less than $750,000 during the non-federal entity’s fiscal year. (1) The costs of a financial statement audit of a nonfederal entity that does not currently have a federal award may be included in the indirect cost pool for a cost proposal. (2) Pass-through entities may charge federal awards for the cost of agreed-upon procedures engagements to monitor subcontractors who are exempted from the requirements of the Single Audit Act and 2 CFR 200 and 45 CFR 75, Subparts F – Audit Requirements. This cost is allowable only if the agreed-upon procedures engagements are conducted in accordance with Generally Accepted Government Auditing Standards (GAGAS) attestation standards, paid for and arranged by the pass-through entity, and limited in scope to one or more of the following types of compliance requirements: activities allowed or not allowed; allowable costs/cost principles; eligibility; and reporting. [2 CFR 200.425] Contractors expending less than $750,000 in total federal funds are exempt from federal audit requirements, but their records must be available for review. Area Agency reserves the right to determine whether Contractor expended the funds provided under this agreement in accordance with applicable laws and regulations. This may be accomplished by reviewing an audit of Contractor (financial statements including working papers and accounting records) or through other means (e.g., monitoring reviews) if Contractor has not been audited. Accounting records must contain receipts and/or other documentation enumerated in Article III Section 4 of this contract, to support all claims. The following closely related programs identified by CFDA number are to be considered as an “other cluster” for purposes of determining major programs or whether a program- specific audit may be elected. The Contractor shall identify the CFDA titles and numbers to the independent auditor conducting the organization's single audit along with each of its subcontractors. The funding source (Federal Grantor) for the following programs is the U.S. Department of Health and Human Services, Administration for Community Living. 93.041 Special Programs for the Aging-Title VII-A, Chapter 3 – Programs for Prevention of Elder Abuse, Neglect, and Exploitation (Title VII-A, Chapter 3). 93.042 Special Programs for the Aging-Title III-B/VII-A, Chapter 2 – Long-Term Care Ombudsman Services for Older Individuals (Title III-B/VII-A, Chapter 2). 93.043 Special Programs for the Aging-Title III, Part D – Disease Prevention and Health Promotion Services (Title III-D). 93.044 Special Programs for the Aging-Title III, Part B – Grants for Supportive Services and Senior Centers (Title III-B). 93.045 Special Programs for the Aging-Title III, Part C – Nutrition Services (Title III-C). 93.052 National Family Caregiver Support Program-Title III, Part E. 93.053 Nutrition Services Incentive Program. “Cluster of programs” means a grouping of closely-related programs that share common compliance requirements. The types of clusters of programs are research and development, 528 student financial aid, and other clusters. “Other clusters” are defined by the consolidated CFR in the Compliance Supplement or as designated by a state for federal awards provided to its subcontractors that meet the definition of “cluster of programs.” When designating an “other cluster,” a state shall identify the federal awards included in the cluster and advise the subcontractors of compliance requirements applicable to the cluster. A “cluster of programs” shall be considered as one program for determining major programs, as described in 45 CFR 75.525(a), whether a program-specific audit may be elected. (Federal Office of Management and Budget, [45 CFR 75 Requirements], Audits of States, Local Governments 45 CFR 75 Appendix V to part 75 F. 1., and Nonprofit Organizations 45 CFR 75 Appendix IV to part 75 C. 2.a. Article XV: Indemnity 1. All activities and/or work covered by this Agreement shall be at the risk of Contractor alone. Contractor agrees to defend (at Area Agency’sCounty’s request), indemnify, and hold harmless the Area Agency and the County of Ventura, including all of its boards, districts, agencies, departments, officers, employees, agents and volunteers, against any and all claims and losses, lawsuits, judgments, debts, demands and liability, injuries or death of persons and/or damages to property arising directly or indirectly out of the obligations herein described or undertaken, or out of operations conducted or subsidized in whole or in part by Contractor, save and except claims or litigation arising through the sole negligence or wrongdoing and/or sole willful misconduct of the Area Agency and the County of Ventura. Contractor further agrees to indemnify, defend, and hold harmless the Area Agency, the County of Ventura and the California Department of Aging, their officers, agents, and employees from any and all liability, claims and losses, damages or expenses, including reasonable attorney fees arising from all acts or omissions to act of contractor or its officers, agents or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages or expenses arising from Agency’s sole negligence or willful acts accruing to or resulting from any subcontractors, suppliers, laborers, and any other person, firm, or corporation furnishing or supplying work services, materials, or supplies in connection with any activities performed for which funds from this agreement were used and from any and all claims and losses accruing or resulting to any person, firm, or corporation who may be injured or damaged by Contractor in the performance of this agreement. 2. Contamination and Pollution. Contractor, solely at its own cost and expense, will provide cleanup of any premises, property, or natural resources contaminated or polluted due to Contractor activities. Any fines, penalties, punitive or exemplary damages assigned due to contamination or polluting activities of Contractor will be borne entirely by Contractor. Any Contractor receiving more than $100,000 in funding shall comply with all orders or requirements issued under the following laws: Clean Air Act, as amended (42 USC 1857); Federal Water Pollution Control Act, as amended (33 USC 1251 et seq.); Environmental Protection Agency Regulations (40 CFR, Part 15Part15 and Executive Order 11738), State Contract Act [Cal. Pub. Con. Code §10295 et seq.], and Unruh Civil Rights Act [Cal. Pub. Con. Code § 2010]. 529 3. Contractor, and the agents and employees of Contractor, in the performance of this Agreement, duties, and obligations, and in the exercise of the rights granted under this Agreement shall act in an independent capacity and not as officers or employees or agents of the Area Agency, the County of Ventura or the State of California. 4. If, in the performance of this Agreement, Contractor chooses to associate, subcontract with, or employ any third person in carrying out its responsibilities under this Agreement, any such third person shall be entirely and exclusively under the direction, supervision, and control of Contractor. All terms of association, subcontract or employment, including hours, wages, working conditions, discipline, hiring and discharging, or any other terms of association, subcontract or employment or requirements of law, shall be determined by Contractor, and the Area Agency shall have no right or authority over such persons or the terms of their association, subcontract or employment, except as provided in this Agreement. Neither Contractor nor any such person shall have any claim under this Agreement or otherwise against the Area Agency for sick leave, vacation pay, retirement benefits, social security benefits, workers’ compensation, disability, unemployment insurance benefits, or employee benefits of any kind. 5. The Contractor, and its Subcontractor/Vendors,subcontractor(s), shall comply with Governor’s Executive Order 2-18-2011, which bans expenditures on promotional and marketing items colloquially known as “S.W.A.G.” or “Stuff We All Get.” 6. Contractor is an independent contractor and shall hold the Area Agency and the County of Ventura harmless from any and all claims that may be made against the Area Agency or the County of Ventura based upon any contention by any third party that an employer- employee relationship exists by reason of this Agreement. The Area AgencyCounty is not required to make any deductions from the compensation payable to Contractor under the provisions of this Agreement. Contractor shall be solely responsible for self- employment social security taxes, income taxes and any other taxes levied against it. Contractor does not assign such obligation to the Area AgencyCounty for collection or administration except as may be required by federal and state statutes. Contractor further agrees to hold the Area AgencyCounty harmless from, and to compensate the Area AgencyCounty for, any claims against the Area AgencyCounty for payment of state or federal income or other tax obligations relating to Contractor’s compensation under the terms of this Agreement. Article XVI: Insurance The County of Ventura requires that all contractors (grantees) indemnify and defend the County for liability incurred as a result of actions associated with the proposed project, and carry insurance as required for the proposed contract. Contractor, at its sole cost and expense, shall obtain and maintain in full force during the term of this agreement, adequate liability insurance to cover all activities of Grantee necessary to fulfill Grantee’sits obligations under this Agreement. It is understood and agreed that the Area Agency reserves the right to determine the type and extent of insurance that may be required. 530 1. Prior to commencement of any contract, contractorContractor shall provide the VCAAA proof of the following insurance: (a) Commercial General Liability “occurrence” coverage in the minimum amount of $1,000,000 combined single limit (CSL) bodily injury & property damage each occurrence and $2,000,000 aggregate, including personal injury, broad form property damage, products/completed operations, broad form blanket contractual and $50,000 fire legal liability. (b) Commercial Automobile Liability coverage in the minimum amount of $1,000,000 CSL bodily injury & property damage, including owned, non-owned, and hired automobiles, also to include Uninsured/Underinsured Motorists coverage in the minimum amount of $100,000 when there are owned vehicles. Contractor must have on file evidence of auto insurance in the minimum amount of $100,000 CSL bodily injury & property damage for all employees and volunteers associated with the contract. If applicable, or unless otherwise amended by future regulation, the subcontractors shall comply with the Public Utilities Commission General Order No. 115-G which requires higher levels of insurance for charter-party carriers of passengers and is based on seating capacity as follows: (i) $1,500,000 if seating capacity is 8 – 15 (ii) $5,000,000 if seating capacity is over 15. (c) Workers’ Compensation coverage, in full compliance with California statutory requirements, for all employees of Contractor and Employer's Liability in the minimum amount of $1,000,000. (d) Professional Liability coverage in the minimum amount of $1,000,000 each occurrence and $2,000,000 aggregate. Does not apply to all contractors. 2. All insurance required shall be primary coverage in respect to the Area Agency and the County of Ventura, and any insurance or self-insurance maintained by the Area Agency and the County of Ventura shall be in excess of Contractor’s insurance coverage and shall not contribute to it. 3. The County of Ventura its boards, agencies, departments, offices, employees, agents, and the Ventura County Area Agency on Agingvolunteers are to be named as Additional Insured with respect to work done by Contractor under the terms of this Agreement on all policies required (except Workers’ Compensation). 4. Contractor agrees to waive all rights of subrogation against the County of Ventura and the Ventura County Area Agency on Aging for losses arising directly or indirectly from the activities and/or work performed by Contractor under the terms of this agreement (applies only to Commercial General Liability and Workers’ Compensation). 5. The Area Agency is to be notified immediately if any aggregate insurance limit is not met. Additional coverage must be purchased to meet requirements. 6. Policies will not be canceled, non-renewed, or reduced in scope of coverage at any time 531 that said policies are required by this agreement until after 30 days’ written notice has been given to the Area Agency and approved in writing by the Area Agency. If the reason for cancellation is non-payment of the insurance premium, 10 days’ written notice is acceptable. 7. Contractor agrees to provide the Area Agency with the following insurance documents on or before the effective date of this contract: (a) Certificates of Insurance for all required coverages. The Area AgencyCounty of Ventura shall be named the certificate holder and the address must be listed on the certificate. (b) Additional Insured endorsements naming the Area Agency and the County of Ventura and authorized with a signature by the insurance carrier. (c) Waiver of Subrogation endorsement (aka: Waiver of Transfer Rights of Recovery Against Others, Waiver of Our Right to Recover from Others). 8. If Contractor fails to maintain insurance as required, Area Agency shall have the right, but not the duty, to purchase any such required insurance on Contractor’s behalf (a) utilizing grant funds and/or (b) with Contractor obligated to reimburse Area Agency promptly for all such costs not paid by Area Agency directly out of grant funds. Failure to maintain adequate insurance and/or bonds pursuant to Article XVI(a) hereof shall constitute a material breach for which the Area Agency may terminate this Agreement effectively by giving written notice to Contractor, or as other indicated in said notice. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve Contractor from liability in excess of such coverage, nor shall it preclude Area Agency from taking such other actions as are available to it under any other provisions of this Agreement or otherwise by law. 9. If the Professional Liability coverage is “claims made,” Contractor must, for a period of three (3) years after the date when contract is terminated, completed or non-renewed, maintain insurance with a retroactive date that is on or before the start date of this agreement OR Contractor must purchase an extended reporting period endorsement (tail coverage). The Area Agency may withhold final payments due until satisfactory evidence of the tail coverage is provided by Contractor to the Area Agency. Article XVII: GrantContract Modifications Any revision, waiver, or modification of this agreement must be approved in writing by the Area Agency by amendment to this agreementAgreement. Only a grant modification that changes a single approved budget line item that is less than 10 percent may be made without prior written approval by the Area Agency. Article XVIII: Equipment and Property (per State Contract Manual – Section 3.17.2) 1. Unless otherwise provided for in this Article, property refers to all assets, capitalized or non-capitalized, used in operation of this Agreement. Property includes land, buildings, improvements, machinery, vehicles, furniture, tools, and intangibles, etc. Property does not include consumable office supplies such as paper, pencils, typing ribbons, file folders, etc. 532 2. Equipment/Property with per unit cost over $5,000 or any computing devices, regardless of cost requires justification from Area Agency and approval from CDA. VCAAA will request the approval from CDA. All such items must be included in VCAAA’s approved Area Plan Budget, as well as in the contractor’s budget. Please note an approved budget is not approval for equipment purchase. 3. Property acquired under this agreement, which meets any of the following criteria is subject to the reporting requirements: (a) Has a normal useful life of at least one (1) year and has a unit acquisition cost of at least $5,000 (a desktop or laptop setup, is considered a unit, if purchased as a unit). (b) All computing devices, regardless of cost (including but not limited to, workstations, servers, laptops, personal digital assistants, notebook computers, tablets, smartphones and cellphones). (c) All Portable electronic storage media, regardless of cost (including but not limited to, thumb/flash drives and portable hard drives). 4. Non-capitalized property includes those items which do not meet all three requirements in this Article, Section B above. 5. Additions, improvements, and betterments to assets meeting all of the conditions in Section 2(b) above must be capitalized. Additions typically involve physical extensions of existing units. Improvements and betterments typically do not increase the physical size of the asset. Instead, improvements and betterments enhance the condition of an asset (e.g., extend life, increase service capacity, and lower operating costs). Examples of assets that might be improved and bettered include roads, bridges, curbs and gutters, tunnels, parking lots, streets and sidewalks, drainage, and lighting systems. 6. Intangibles are property which lack physical substance but give valuable rights to the owner and can be capitalized or non-capitalized. Examples of intangible property include patents, copyrights, leases, and computer software. By contrast, hardware consists of tangible equipment (e.g., computer printer, terminal, etc.). Costs include all amounts incurred to acquire and to ready the intangible asset for its intended use. Typical intangible property costs include the purchase price, legal fees, and other costs incurred to obtain title to the asset. 7. The Contractor shall utilize procurement procedures as follows: a. The Contractor shall obtain goods and services through open and competitive awards. Each Contractor shall have written policies and procedures, including application forms, for conducting an open and competitive process, and any protests resulting from the process. b. For goods and services purchased with Title III or Title VII funds, the procurement procedures must include, at a minimum, the requirements set forth in 22 CCR 7352. The only exception is contained in 22 CCR 7360(a). The Contractor issuing a noncompetitive award must comply with 22 CCR 7360(b)-(d). 8. Any equipment purchased under Older Americans Act programs will be subject to 533 review over the life of the equipment and, if not used, underused or misused, may be claimed by the Area Agency. 9. The State shall retain title to all equipment purchased wholly or in part with federal and state funds and described as “Equipment” in the budget set forth in the grant application incorporated herein by reference to the extent permitted under federal and state regulations. 10. Contractor is required to keep records of the following information when property is purchased with Grant funds. This information should include the date acquired, property description (including model number), property identification number, serial number, rate of depreciation (or depreciation schedule) if applicable, and cost. This information is to be provided to the Area Agency. CDA tag number or other tag shall identify property purchased with Grant funds as State of California property. The asset tag shall be affixed to equipment/ property with per unit cost of $5,000 or more. Contractor shall keep track of all property purchased with Grant funds from this Agreement, whether capitalized or not. Contractor shall submit to the Area Agency annually, with the Closeout Financial Report, a current inventory of property furnished or purchased by Contractor with funds awarded under the terms of this Agreement or any predecessor agreement for the same purpose. The Contractor shall record, at minimum, the following information when property is acquired: (a) Date acquired. (b) Item description (include model number). (c) CDA-issued tag number. (d) Serial number (if applicable). (e) Purchase cost or other basis of valuation. (f) Fund source. Any loss, damage, or theft of equipment shall be investigated and fully documented. The Contractor shall promptly notify VCAAA and shall provide copies of investigative documentation and police reports as requested by CDA. 11. Prior to the disposal of any non-expendable property purchased with grant funds, Contractor must obtain permission from the Area Agency regardless of the acquisition value. Disposition, which includes sale, trade-in, discarding, or transfer to another agency, may not occur until approval is received from the Area Agency. 12. Contractor shall inform Area Agency within three days in the event of the loss, destruction, or theft of grant-purchased non-expendable property. 13. Contractor shall exercise due care in the use, maintenance, protection and preservation of such property during the period of the project and shall assume responsibility for replacement or repair of such property during the period of the project, until Contractor has complied with all written instructions from the Area Agency regarding final disposition 534 of the property. 14. Contractor shall use the property for the purpose for which it was intended under this agreement. When no longer needed for that use, Contractor shall use it if needed, and with written approval of the Area Agency, for other purposes in this order: (a) For another California Department of Aging program providing the same or similar service; or, (b) For another California Department of Aging funded program; or, (c) For another state or federally funded program. Contractor shall not use equipment or supplies acquired under this agreement with federal and/or state monies for personal gain or to usurp the competitive advantage of a privately owned business entity. Article XIX: Planning Efforts Contractor shall cooperate fully with the Area Agency in any efforts toward developing a comprehensive and coordinated system of services for the elderly. Contractor shall participate in joint planning efforts and service which may include the shared use of grant- funded equipment, service coordination, and other activities as may be determined by the Area Agency to attain this goal. Article XXXIX: Personnel Contractor shall maintain adequate staffing levels to perform at the contracted level as stipulated in the grant application submitted to the Area Agencyof this program. Contractor shall actively seek qualified older persons for paid positions on the project and make provisions for volunteer opportunities for older persons. Article XXIXX: Debarment, Suspension, and other Responsibility Matters Contractor certifies to the best of its knowledge and belief, that it or its agents: 1. Are not presently debarred, suspended, proposed for disbarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency. 2. Have not, within a three-year period preceding this Agreement, been convicted of, or had a civil judgment rendered against them, for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlements, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (a)(2) of this certification; and, 4. Have not, within a three-year period preceding this Agreement, had one or more public transactions (federal, state, or local) terminated for cause or default. Contractor shall report immediately to the Area Agency in writing any incidents of alleged fraud or abuse. Contractor will maintain any records, documents, or other evidence of fraud and abuse until otherwise notified by the Area Agency on Aging. 535 Article XXIIXXI: Living Wage Ordinance This contract is subject to the County of Ventura Living Wage Ordinance (“Ordinance”). The Ordinance requires the payment of a living wage and accompanying paid time off to all covered employees engaged in providing services pursuant to a service contract as defined in Sec.4952 (f). Misrepresentation during the procurement or contracting process in order to secure the contract will disqualify a bidder or contractor from further consideration in the procurement or contracting process. Failure to comply once a contract has been awardedFailure to comply will constitute a material breach of the contract and may result, among other things, in the suspension or termination of the affected contract and debarment from future County contracting opportunities for a period not to exceed three years. 501 (c)(3) nonprofit organizations are exempt from the Ordinance. Article XXIIIXXII: Termination of Grant Section 1 Older Americans Act funds awarded under this grantcontract may be terminated by the Area Agency at any time for non-compliance with any of the terms and conditions of this grantcontract provided that at least thirty (30) days’ written notice is given to Contractor. Section 2 The Contractor (applies to all grantsprogram except for the Ombudsman) may terminate this grantcontract at any time, for reasons of its own choosing, provided that at least one hundred and eighty (180) days written notice is given to the Area Agency. The Ombudsman Contractor shall carry out the federal and state mandates and responsibilities without any break in the provision of ombudsman services. Contractor shall promptly notify the Area Agency of any intention to terminate responsibility for ombudsman services. Except as provided elsewhere in this agreement, Contractor shall continue the program without any break in service until another contractor can take over responsibility for operation of the program. Section 3 Contractor shall promptly notify the Area Agency of any intention to terminate responsibility for providing the specified grant contract-funded services. Section 4 This contract may be terminated on twenty-four (24) hours’ notice in the event the allocation to the Area Agency of Older Americans Act and/or state funds are reduced, suspended, or terminated for any reason. Contractor hereby expressly waives any and all claims against the Area Agency for damages arising from the reduction, suspension, or termination of the federal and/or state funds provided to the Area Agency, under which this agreement is made, or to the portion thereof delegated by this agreement. Section 5 In the event that Contractor dissolves or terminates this contract, Contractor shall provide a final property inventory to the Area Agency. The Area Agency and the California Department 536 of Aging reserve the right to require Contractor to transfer such property to another agency, the Area Agency, or the California Department of Aging. To exercise the above right, no later than 120 days after the termination of the Agreement or notification of Contractors dissolution, the Area Agency will issue specific written disposition instructions to Contractor. Article XXIVXXIII: Access Contractor shall provide access to the federal or state agency, Bureau of State Audits, the Controller General of the United States and the Area Agency, or any of their duly authorized federal or state representatives, to any books, documents, papers, records, and electronic files of Contractor which are directly pertinent to this specific Agreement for the purpose of making an audit, examination, excerpts, and transcriptions. Article XXVXXIV: Monitoring 1. Authorized State representatives and Area Agency representatives shall have the right to monitor, assess, and evaluate Contractor’s performance pursuant to this Agreement. Said monitoring, assessment, and evaluation may include, but is not limited to: audits, inspections of project premises, interviews of project staff and participants and, when applicable, inspection of food preparation sites. 2. Contractor shall cooperate with the State and the Area Agency in the monitoring, assessment and evaluation processes, which include making any administrative program and fiscal staff available during any scheduled process. Article XXVIXXV: Grievance Section 1 Contractor is required to establish a written grievance procedure for reviewing and attempting to resolve complaints of older individuals [California Code of Regulations Section 7400(a)(2)]. At a minimum the process shall all of the following: (a) Time frames within which a complaint will be acted upon. (b) Written notification to the complainant of the results of the review, including a statement that the complainant may appeal to the Area Agency if dissatisfied with the results of the Contractors review. (c) Confidentiality provisions to protect the complainant's rights to privacy. Only information relevant to the complaint may be released to the responding party without the older individual's consent. Section 2 Contractor is required to notify all older individuals of the grievance process through their organization as well as the Area Agency. Contractor may notify older individuals by the following methods: (a) Posting notification of the process in visible and accessible areas, such as the bulletin boards in senior centers. For areas in which a substantial number of older individuals are non-English speaking, the notification shall also be posted in the primary 537 language of a significant number of older individuals. The term “substantial number” and “significant number” shall be determined by the Area Agency. (b) Advising homebound older individuals of the process either orally or in writing upon the service providers’ contact with the individuals. Section 3 Complaints may involve, but not be limited to, any or all of the following: amount or duration of a service, denial or discontinuance of a service or dissatisfaction with the service being provided or with the service provider, complaints regarding an issue of professional conduct that is under the jurisdiction of another entity, such as the California Medical Board or the State Bar Association, or failure of the Contractor to comply with the terms of this contract. Sections 9102 and 9105, Welfare and Institutions Code. Reference 42 USC 3026(a) (6) (P) and 3027 (a) (43). Article XXVIIXXVI: Contract for Responsibility and Notification Section 1 The Director of the Ventura County Human Services Agency, Area Agency on Aging, or designee shall be the Area Agency’s representative for purposes of administering this agreement. The Program Manager/Director shall represent Contractor. If the Contractor’s representative changes, Contractor agrees to immediately notify the VCAAA’s Grants Administrator. Section 2 Any notice or notices required or permitted to be given pursuant to this agreement may be personally served on the other party by the party giving such notice, or may be served by certified mail, return receipt requested, to the following address: AREA AGENCY: CONTRACTOR: Ventura County Human Services Agency, City of Moorpark Area Agency on Aging L#4450 799 Moorpark Ave 855 Partridge Drive Moorpark, CA 93021 Ventura, CA 93003-9086 CONTRACTOR: At address shown on Page 1 of this Agreement. Article XXVIII: Ombudsman Program A. Assurances Specific to the Ombudsman Program VCAAA shall assure the following:1. Long-Term Care Ombudsman funds from Title III B and VII – A, Chapter 2 shall be used exclusively for the Long-Term Care Ombudsman Program. 2. The Long-Term Care Program Coordinator shall establish and monitor the budget for the Program 538 3. Long-Term Care Ombudsman Services in the Planning and Service Area will be carried out by the agency that has been designated by the State Ombudsman to provide those services. [OAA § 712(a)(5)(A); 45 CFR 1324.13(c)] 4. The Local Ombudsman Program, its governing board members, representatives of the Local Ombudsman Program, OSLTCO, and members of their immediate families shall be free of actual and perceived conflicts of interest. [OAA § 712(f)(1)(B); 45 CFR 1324.21] 5. Representatives of the Local Ombudsman Program shall have unescorted, unhindered access to long-term care facilities and long-term care facility residents between the hours of 7:00 a.m. and 10:00 p.m., seven days a week. [OAA § 712(b)(1)(A); 45 CFR 1324.11(e)(2)(i); Welf. & Inst. Code § 9722(a); 22 CCR 8020(a)]. Authorization by the State Ombudsman is required for entry outside of these hours. [Welf. & Inst. Code § 9722(a); 22 CCR 8020(b)] 6. Representatives of the Local Ombudsman Program shall have access to the medical and personal records of residents with appropriate documentation of consent, or when authorized by the State Ombudsman, in accordance with policies developed by the State Ombudsman. [OAA § 712(b)(1)(B)] [45 CFR 1324.11(e)(2)(iv)] [Welf. & Inst. Code § 9724] 7. Representatives of the Local Ombudsman Program, upon request to a long-term care facility staff, shall be provided with a roster, census, or other list of the names and room numbers or room locations of all current residents. [Welf. & Inst. Code § 9722(d)] 8. Representatives of the Local Ombudsman Program shall not carry out the responsibilities of the Program until the State Ombudsman accepts them for certification. [OAA § 712(h)(6)(B); 45 CFR 1324.13(c)(3); Welf. & Inst. Code § 9719(a)] 9. All records and files maintained by the local Ombudsman Program relating to any complaint or investigation shall remain confidential unless disclosure is authorized by the resident, resident representative, State Ombudsman, or local Ombudsman Program Coordinator in compliance with OSLTCO policies and procedures. [OAA §§ 705(a)(6)(C); 712)] [45 CFR 1324.11(e)(3); 1324.19(b)(6-9)] [Welf. & Inst. Code § 9725] 10. The Local Ombudsman Program shall enter into a Memorandum of Understanding (MOU) with the Legal Services Provider (LSP) which will address conflict of interest, provision of legal advice, procedures for referral, and other technical assistance. The LSP may assist the State in providing legal representation to the Program when an Ombudsman Representative has been subpoenaed or a suit or other legal action has been threatened or brought against the performance of the official duties of the Ombudsman Representative. [OAA § 712(h)(8); 45 CFR 1324.13(h)(10); Welf. & Inst. Code § 9717(c); Statewide Standards for Legal Assistance in California] 11. Each Local Ombudsman Program shall maintain a separate budget. The Local Ombudsman Program Coordinator shall be responsible for managing the day-to-day operation of the Program, including managing all paid staff and volunteers in the Program. The Local Ombudsman Coordinator shall determine budget priorities, develop or participate in budget preparation, and be informed of budget allocations by the Contractor specific to 539 the Ombudsman Program. [45 CFR 1324.13(f)] 12. The Local Ombudsman Program Coordinator shall provide CDA with an organizational chart that includes: a. All local staff that are wholly or partly funded by Ombudsman Program resources. b. Their titles/roles within the Program. c. The number of hours per week charged to the Local Ombudsman Program for each position. [45 CFR 1324.13(b),(c)] 13. The Local Ombudsman Program Coordinator shall attend OSLTCO New Coordinator Training when initially designated as coordinator and OSLTCO biannual training conferences. [45 CFR 1324.13(c)(2); Welf. & Inst. Code § 9719(a)(1)] 14. The Local Ombudsman Program Coordinator shall inform CDA/OSLTCO of issues with local Ombudsman Representatives, complex cases, situations with potential legal implications, changes in staffing, emerging regional issues with statewide impact, breaches of confidentiality, and conflict of interest issues. [45 CFR 1324.13(b),(c)] 15. Representatives of the Local Ombudsman Program shall conduct interviews/investigations in a confidential manner and the Program shall have office space and telecommunications that protect the confidentiality of all complaint-related communications and records. [OAA § 712(a)(3)(D); 45 CFR 1324.19(b)(2)(i); Welf. & Inst. Code §§ 9725; 15633(c)] 16. Each Local Ombudsman Program shall have information systems sufficient to run State- approved database systems and to receive and send confidential e-mail messages to and from CDA. [OAA § 712(c); 45 CFR 1324.13(d); Welf. & Inst. Code § 9716(a)] 15. The entity providing Ombudsman services must be insured or self-insured for professional liability covering all Ombudsman activities including, but not limited to, investigation of resident complaints. B. Reporting Provisions Specific to the Ombudsman Program The Contractor shall take the following actions, or shall require its Subcontractor, the Local Ombudsman Program, to enter data into the Internet-based National Ombudsman Reporting System (NORS) utilizing software provided by CDA, as required. NORS data entry must be timely, complete, accurate, and verifiable. IN WITNESS THEREOF, the Area AgencyCounty of Ventura and Contractor have executed this Agreement as of the date first written above. COUNTY OF VENTURA Human Services Agency, Area Agency on Aging 540 By: Authorized Purchasing Agent GSA Procurement, County of VenturaSignatory Date CONTRACTOR By: Troy Brown (Signature over Printed Name of Authorized Signatory) (Title of Authorized Signatory) Date City Manager 541 EXHIBIT A SCOPE OF WORK, SERVICES AND REPORTING REQUIREMENTS – FY 2023- 24 CONTRACTOR: CITY OF MOORPARK PROJECT: SENIOR NUTRITION PROGRAM 1. Overview of Services County has engaged Contractor agrees to provide and report the grant-fundedfollowing services that, which are more specifically described in the Services section below.: Provide Congregate and Home-Delivered meals to seniors aged 60 years and older as defined in Title III C1 and C2 of the Older Americans Act. Seniors participating in the meal program will be given the opportunity to make a donationdonate. The suggested contribution amount cannot exceed the actual cost of the meal. SERVICE CATEGORIES: A Congregate meal is defined as meeting the USDA’s Dietary Guidelines for Americans (DGA) as determined by the VCAAA Registered Dietitian and served in a social setting. A Home- Delivered meal is delivered to a homebound senior whom is assessed quarterly for eligibility. SERVICE AND REPORTING REQUIREMENTS: Service Category Number of Service Units to be Provided July 1, 2023 – June 30, 2024 Funding (%) Congregate Meals (Title III C1) 3,000 15%* Home-Delivered Meals (Title III C2) 16,500 85%** Totals 19,500 100% *The $10,080 in C1 funding is calculated based on the Senior Nutrition Program Congregate funding at $3.36 per meal (3,000 x $3.36 = $10,080). 2. **The $60,390 in C2 funding is calculated based on theServices Contractor shall perform the following services: The Senior Nutrition Program is intended to provide nutrition meal services as described in the Older Americans Act (OAA) of 1965, as amended, and to assist older individuals in California to live independently, by promoting better health through improved nutrition, and reduced isolation through programs coordinated with nutrition-related supportive services, fostering aging in place and promoting choice and quality of life. Definition: Senior Nutrition Program Home- Delivered Meals funding at $3.66 per meal 542 (16,500 x $3.66 = $60,390). NOTE: Service requirements are contingent upon funding and are subject to change accordingly. Reference California Department on Aging Contract #AP-2324-18. EXHIBIT B ADDITIONAL TERMS – FY 2023-24 CONTRACTOR: CITY OF MOORPARK PROJECT: SENIOR NUTRITION PROGRAM Service of congregate and home-delivered meals in the City of Moorpark and surrounding areas in accordance with all local, stateservices means the procurement, preparation, transport, and federal laws. ADDITIONAL ASSURANCES REQUIRED OF ALL TITLE III C CONTRACTORS General Definitions Applying to Title III C Contractors “Title Ill C-1 (Congregate Nutrition Services)” means nutrition services for older individuals in a congregate setting. Services include meals, nutrition and health promotion education, health promotion programs, nutrition risk screening, and opportunities for socialization. Each meal shall provide one-third (1/3) of the Dietary Reference Intakes (DRI) and comply with the most current Dietary Guidelines for Americans (DGA). To be an eligible Title III C-1 congregateservice of meals, nutrition site, the site must meet all of the following criteria: [22 CCR 7638.7(a)] a) Be open to the public. [45 CFR 1321.53(b)(3)] b) Not means test. [OAA § 315(b)(3)] c) Provide participants the opportunity to make voluntary contributions and not deny service for not contributing to the cost of the service. [OAA § 315(b)(4);)] [22 CCR 7638.9] d) Not receive funds from another source for the cost of the same meal, equipment, or services. [2 CFR 200.403(f)] “Title Ill C-2 (Home-Delivered Nutrition Services)” means education, nutrition services provided to homebound screening, and nutrition counseling to eligible individuals at congregate sites or in their homes. Goals: To maintain or improve the physical, psychological, and social well-being of older individuals including meals, nutrition and health promotion education, and by providing or securing appropriate nutrition riskservices in the County for the purposes outlined in the Older Americans Act, Part C, Section 330: (a) to reduce hunger and food insecurity; (b) to promote socialization of older individuals; (c) to mitigate isolation of older adults; and (d) to promote the health and well-being of older individuals by assisting such individuals to 543 gain access to nutrition and other disease prevention and health promotion services to delay the onset of adverse health conditions resulting from poor nutritional health or sedentary behavior. Objectives: (a) Give preference to older individuals with the greatest economic or social need, with particular attention to low-income minority individuals. (b) Serve meals that are appealing and comply with the most recent Dietary Guidelines for Americans (DGA). (c) Promote and maintain high food safety and sanitation standards. (d) Promote good health behaviors through nutrition education and nutrition screening. Each meal of participants. (e) Promote or maintain coordination with other nutrition-related supportive services for older individuals. Target Population: The Senior Nutrition Program provider(s) shall provide one-third (1/3) of the DRI and comply with the most current DGA. [22. CCR 7135, 22 CCR 7638.7(c)]target individuals who are sixty (60) years of age or older, minorities, those with low income, and those living in rural areas of Ventura County. Eligibility of Volunteers: Volunteers may be offered a meal if doing so will not deprive a participant of a meal. Contractor shall comply with the most current Ventura County Area Agency on Aging Contractor’s Handbook for providing and accounting for meals provided to Senior Nutrition Program volunteers, and shall report all volunteer meals on a monthly basis to County. In all cases of eligibility, priority shall be given to individuals aged 60 and older and Native Americans aged 45 and older. Nutrition Risk: The Contractor shall annually assess each Title III C-1 and C-2 client’s nutrition risk using the Determine Your Nutritional Risk checklist published by the Nutrition Screening Initiative. [OAA § 339(2)(J); OAA § 207(a)(3)] Eligibility of Volunteers for Senior Nutrition Services Volunteers may be offered a meal if doing so will not deprive a participant of a meal. Contractor shall comply with the most current Ventura County Area Agency on Aging (VCAAA) Contractor’s handbook for providing and accounting for meals provided to Senior Nutrition Program volunteers. The Contractor shall report to the VCAAA volunteer meals on their monthly rosters and meal counts entered into AssureCare/Q. In all cases of eligibility, priority shall be given to individuals aged 60 and older and Native Americans aged 45 and older. Voluntary Meal Contributions Contractor shall comply with the Senior Nutrition Program Handbook and the VCAAA Contractor’s Manual in determining a suggested monetary contribution for meals. When developing the suggested contribution amount, Contractor shall take into account the income ranges of the older individuals in their community as well as other sources of program income. The suggested contribution cannot exceed the actual cost of the meal. A sign shall be posted at the congregate meal site that states the suggested contribution amount and the required fee for non-seniors. Contractor shall ensure that an eligible participant who receives a meal shall 544 be given the opportunity to contribute toward the cost of the meal; however, no eligible individual can be denied a meal due to failure to contribute. Furthermore, Contractor shall ensure that the amount of each individual’s contribution is kept confidential. Contractor shall track paid meals on the monthly roster and report them monthly in AssureCare/Q. VCAAA will invoice Contractor quarterly for non-senior paid meals. All contributions and fees are to be identified as “program income.” The Contractor shall develop written procedures and implement accounting measures to accurately collect and protect meal contributions on a daily basis. The written policy shall include measures to counter any loss, mishandling and/or theft of funds. Administrative Responsibilities Senior Nutrition Program Contractors shall adhere to monthly, quarterly and annual reporting requirements as determined by the VCAAA. Administrative reporting requirements include, but are not limited to, the timely and accurate reporting of monthly meal counts and Requests for Funds (RFF), quarterly Home-Delivered Meals Assessments, and the weekly ordering of food. Safety: Contractor is responsible for providing accident prevention, fire safety, first aid, choking, earthquake preparedness and other emergency procedures training as required at each congregate meal site. A current Fire Inspection Certification shall be displayed at each site. Each meal site and/or Home-Delivered Meals distributor is also required to maintain and make available to staff upon request current Safety Data Sheets (SDS) at their site(s) per 29 CFR. Furthermore, each meal site and/or home-delivered meals distributor must display a State of California Health Certification. Each congregate meal site must also display a current ServSafe Certification. Staff QualificationsSite Coordinator – Each Senior Nutrition Program: Contractor shall employ a Site Coordinator that is responsible for the day -to -day administration and operations of the Senior Nutrition Program at their site. The Site Coordinator shall have one of the following qualifications: (a) An Associate Degree in Institutional Food Service or closely related field, and two years’ experience as a food service supervisor; or (b) Demonstrable experience in food service and, within twelve months of hire, successfully complete twenty (20) hours of college level coursework in food service management, business administration and/or personnel; or (c) Two years’ experience in food service management as verified by a Registered Dietitian prior to hire. • Program Staff – Each Senior Nutrition Program Contractor shall ensure there are sufficient numbers of paid staff and/or volunteers to carry out program requirements. The total number of qualified staff shall be determined by the scope and level of services provided. Staff and Volunteer Training Requirements All staff, paid and volunteer, shall be oriented and trained to perform their assigned responsibilities and tasks. Contractor shall have a written grievance policy posted for staff that ensures an equitable process for handling staff complaints. All Site Coordinators must become ServSafe trained. 545 Training: Training by VCAAA Registered Dietitian (RD) shall include, at a minimum, food safety (ServSafe) and prevention of foodborne illness. All new Site Coordinators must be ServSafe trained. The RD will provide a yearly written plan for staff training that shall be maintained at each Senior Nutrition Program site. A, which shall include a minimum of four hours per year of approved staff training shall be providedby the RD for paid and non-paid food service staff at each Senior Nutrition Program site by the RD. Training sessions shall be conducted quarterly, documented with attendance records and evaluated by those receiving the training. All training records shall be submitted to VCAAA quarterly. Safety Contractor is responsible for contracting with local fire safety departments to provide accident prevention, fire safety, first aid, choking, earthquake preparedness and other emergency procedures training as required at each congregate meal site. A current Fire Inspection Certification shall be displayed at each site. Each meal site and/or Home- Delivered Meals distributor is also required to maintain and make available to staff upon request current Safety Data Sheets (SDS) at their site(s) per 29 CFR. Furthermore, each meal site and/or home- delivered meals distributor must display a State of California Health Certification. Each congregate meal site must also display a current ServSafe Certification. Nutrition Education Services for Participants: Nutrition education for program participants shall be provided at a minimum of four times per year. All training shall be conducted by the VCAAA RD who develops and maintains a yearly nutrition education plan. Nutrition education for congregate meal participants may include demonstrations, presentations, lectures and group discussions, all of which may be augmented with printed materials. Distribution of printed materials shall constitute nutrition education for home-delivered meal recipients. Accurate training records shall be kept by each Contractor that indicate the type and duration of training. Training records shall be submitted to VCAAA on a quarterly basis to ensure training requirements are being met. Records, Reports, Distribution of Information and Confidentiality: In accordance with the VCAAA Contractors Manual and the Senior Nutrition Program Handbook, Contractor shall maintain current and accurate records on congregate and home-delivered meal participants as follows: (a) Both congregate and home-delivered meal participants shall have a Senior Nutrition Program Meal Registration form on file in AssureCare/Q. (b) Each home-delivered meal recipient shall also have a current Senior Nutrition Program Home-Delivered Meal Assessment Worksheet on file in AssureCare/Q. (c) Contractors shall update the Nutritional Risk and ADL/IADL assessments for home- delivered meal recipients in AssureCare/Q annually. (d) Each SNP Site Coordinator shall use the Meal Registration forms to generate monthly rosters from AssureCare/Q for home-delivered and congregate meal recipients. (e) Each Senior Nutrition Program Contractor shall report to the VCAAA by the 10th of the month following the month of service the total number of meals served monthly. (f) Contractor shall ensure confidentiality of all Senior Nutrition Program participant records. All records containing confidential information shall be handled in a confidential manner in accordance with the requirements for information integrity and security. The Contractor shall assure that the following publication conditions are met: 546 Materialsmaterials published or transferred by the Contractor and financed with funds under this Agreement shall: (a) state, “The materials or product were a result of a project funded by a contract with the California Department of Aging.” (b) give the name of the entity, the address, and telephone number at which the supporting data is available and (c) include a statement that, “The conclusions and opinions expressed may not be those of the California Department of Aging and that the publication may not be based upon or inclusive of all raw data.” Nutrition Services Requirements: Contractor shall ensure that the congregate meal site adheres(s) adhere to the following requirements: (a) Each participant is registered for a meal using the Senior Nutrition Program Meal Registration form; and (b) Provide a means by which to obtain participants’ views about the services received; and (c) Provide meals, if available, to all participants regardless of reservation status; and (d) Ensure that trained staff (paid and/or non-paid) isare physically present during the time that meals are being served; and (e) Provide restrooms, lighting and ventilation at the site that meets the requirements of California law; and (f) Provide equipment (e.g.., tables and chairs) that is sturdy and appropriate for older individuals; and (g) Arrange tables and chairs in such a manner as to be conducive to and encourage socialization among participants. Contractor contracting for home-delivered meal service shall adhere to the following assessment requirements: (a) Eligible participants are registered and assessed for need using the Senior Nutrition Program Meal Registration form and the Home Delivered Meal Assessment Worksheet; and (b) Initial assessments may be done by phone; however, a written assessment shall be conducted at the participants’ homes within two weeks of the beginning of meal service; and (c) Participants shall be assessed for other nutrition-related supportive services and referred as needed; and (d) Participants shall be reassessed in their homes at least every six months and allowable by phone every other quarter to ensure eligibility. A waitlist shall be established whenever a Contractor is unable to provide home-delivered meals to all eligible participants. Waitlists must be pre-approved by the VCAAA. The decision to place an eligible individual on a waitlist and their ranking on that list shall be determined by greatest social and economic need. Nutritional Requirements of Meals: Contractor will work with the VCAAA RD to ensure that each meal complies with the Dietary Guidelines for Americans (DGA) and provides 1/3 of the Dietary Reference Intakes. The DGA is jointly published by the U.S. Department of Health and Human Services and the U.S. Department of Agriculture. The Dietary Reference Intakes are reference values determined by the Food and Nutrition Board of the Institute of Medicine of the National Academy of Sciences. 547 Each meal shall provide the following: (a) A weekly average caloric range of >550-750 calories per meal; and (b) Three (3) ounces of cooked, edible protein in the form of meat, fish, poultry, eggs, cheese or the protein equivalent; and (c) At least one-half (½) cup serving of different cooked vegetables and/or one (1) cup of raw leafy vegetables; and (d) One-half (½) cup serving of fruit; and (e) At least one (1) serving of whole grain; and (f) Eight (8) ounces of fortified fat-free or low-fat milk; and (g) Target 500-750 milligrams of Sodium; and (h) Foods containing a minimum of 25 milligrams of Vitamin C; and (i) Food(s) containing a minimum of 233 micrograms of Vitamin A shall be served at least three (3) times per week. These meals and any other Senior Nutrition Program meals served by Contractor shall constitute the menu provided to participants of the Senior Nutrition Program. Any and all supplemental foods and/or enhancements must be reviewed and approved by the VCAAA RD prior to service. The VCAAA will provide Contractor with a menu two (2) weeks in advance of meal service. 548 EXHIBIT CB CONTINGENCIES – FY 2023-24 BUDGET 549 550 EXHIBIT C VENTURA COUNTY FOCAL POINTS WITH ADDRESSES CONTRACTOR: CITY OF MOORPARK PROJECT: SENIOR NUTRITION PROGRAM The performance of this contract is subject to the contingencies (if any) identified below.  The Area Agency shall not be compelled to perform any obligation pursuant to this Agreement unless and until all Contingencies are met to the satisfaction of the Area Agency.  The Area Agency shall notify the Grantee in writing when Grantee has satisfied the Contingencies.  A Grantee that provides services under the terms of this contract prior to receiving a Written Notification of Satisfaction of Contingencies from the Area Agency does so at Grantee's sole risk. CONTRACT CONTINGENCIES None EXHIBIT D VENTURA COUNTY FOCAL POINTS WITH ADDRESSES – FY 2023-24 CONTRACTOR: CITY OF MOORPARK PROJECT: SENIOR NUTRITION PROGRAM Focal Points* Senior Center** Street Address City ZIP Phone 1 Area Agency on Aging of Ventura County No 646 County Square Drive Ventura 93003 805-477-7300 2 Camarillo Health Care District No 3687 E. Las Posas Road, #188 (Bldg. H) Camarillo 93020 800-900-8582 3 Fillmore Active Adult Center Managed by City of Fillmore Yes 535 Santa Clara Avenue Fillmore 93015 805-524-3030 4 Goebel Adult Community Center A collaboration of City of Thousand Oaks & Conejo Recreation & Park District Yes 1385 E. Janss Road Thousand Oaks 91362 805-381-2744 5 HELP of Ojai a nonprofit organization Yes 370 Baldwin Road Ojai 93022 805-646-5122 6 Moorpark Active Adult Center Managed by City of Moorpark Yes 799 Moorpark Avenue Moorpark 93021 805-517-6261 7 Palm Vista Senior Center Managed by City of Oxnard Yes 801 South C Street Oxnard 93030 805-385-8163 8 Pleasant Valley Senior Center Managed by Pleasant Valley Park & Rec District Yes 1605 E. Burnley Street Camarillo 93010 805-482-4881 8 Port Hueneme Senior Center Orvene S. Carpenter Community Center Managed by City of Port Hueneme Yes 550 Park Avenue Port Hueneme 93041 805-986-6542 551 9 Santa Paula Senior Center Managed by City of Santa Paula Yes 530 West Main Street Santa Paula 93060 805-933-4226 x356 10 Simi Valley Senior Center Managed by City of Simi Valley Yes 3900 Avenida Simi Simi Valley 93065 805-583-6363 11 Colonia Senior Center Managed by City of Oxnard Yes 197 North Marquita Street Oxnard 93033 805-385-7970 12 Ventura Avenue Adult Center Managed by City of Ventura Yes 550 N. Ventura Avenue Ventura 93001 805-648-3035 13 Conejo Valley Senior Concerns a nonprofit organization No 401 Hodencamp Road Thousand Oaks 91360 805-497-0189 14 Wilson Senior Center Managed by City of Oxnard Yes 350 North C Street Oxnard 93030 805-385-8028 Focal Points for Title III E Eligible Family Caregivers 1 Conejo Valley Senior Concerns a nonprofit organization No 401 Hodencamp Road Thousand Oaks 91360 805-497-0189 2 Wellness & Caregiver Center of VC Operated by Camarillo Health Care District No 3687 E. Las Posas Road, #188 (Bldg. H) Camarillo 93020 800-900-8582 NOTE: The designation of a focal point and a senior center depends on the array of services offered (see definitions below). *Focal Point – Facilities designated as focal points provide a comprehensive delivery of social services, such as information and assistance, recreation, nutrition, social, mental health, etc. They may house a variety of services in the same location (collocation) used by other providers of services to seniors. The federal Older Americans Act defines a focal point as a facility established to encourage maximum collocation and coordination of services for older persons. **Senior Center – The federal Older Americans Act defines a senior center as a community facility for the organization and delivery of a broad spectrum of services, including health, mental health, social, nutrition, educational services, and recreational activities for older individuals. 552 1 Ventura County Human Services Agency, Area Agency on Aging Agreement and Assurances of Older Americans Act Award for Services This agreement is made and entered into on July 1, 2024, by and between the County of Ventura, which includes its Human Services Agency, Area Agency on Aging (hereinafter called “County” or “Area Agency” or “VCAAA”) and the City of Moorpark (hereinafter called “City” or “Contractor”) for services specified in Exhibits A-C attached hereto and incorporated herein by reference (“Service Requirements”). The total compensation to be paid to Contractor shall not, in any event, exceed $65,100 (the “Contract Amount”). Matching contributions shall be $13,020. Article I: Scope of Service and Performance Standards Section 1 Contractor understands and agrees that unless agreed otherwise in writing by VCAAA, Contractor will abide by the terms of this contract and by the terms of the VCAAA Contractors’ Manual (https://www.vcaaa.org/for-providers/grantee-service-tools/). Section 2 Contractor shall provide, in a satisfactory and proper manner as determined by the Area Agency’s representative, the necessary personnel, equipment and materials required to carry out the services and/or activities as detailed in this contract and the attached Exhibit A, incorporated herein. Contractor agrees to provide the services in accordance with all applicable local, state, and federal designation and program standards, regulations and laws. Contractor shall provide services provided for in this agreement in accordance with, and to comply with all terms of, the contracts (Area Plan (AP), as applicable) between the California Department of Aging (CDA) and the Area Agency (“the CDA Contract”), and will require any subcontractors to administer their subcontracts in accordance with this agreement and the CDA Contract, and with all applicable local, state, and federal laws and regulations including, but not limited to: those regarding discrimination, wages, and hours of employment; occupational safety; and, fire, safety, health and sanitation regulations, directives, guidelines and/or manuals related to this agreement, and resolve all issues using good administrative practices and sound judgment. A copy of the CDA Contract is on file with the Area Agency and is available upon request. Section 3 The Contractor agrees that the performance of work and services pursuant to the requirements of this Agreement shall conform to accepted professional standards. The Contractor agrees that during the terms of this agreement that they are of sound financial status. Any Contractor that is a private corporation, Joint Powers Agreement (JPA) or private nonprofit must be in good standing with the Secretary of State of California and shall maintain that status throughout the term of the Agreement. Failure to maintain good standing shall result in suspension or termination of this Agreement with the Area ATTACHMENT 2 553 2 Agency on Aging until satisfactory status is restored. Section 4 Under the terms of this contract, the following definitions apply: CCR means California Code of Regulations. CFR means Code of Federal Regulations. Child means an individual who is not more than eighteen (18) years of age. Contractor means the legal entity that receives funds from the Area Agency on Aging to provide direct services identified in and in accordance with this Agreement. This term may be used interchangeably with Vendor. Eligible Service Population for Title Ill C-1 and C-2 means individuals sixty (60) years of age or older, with emphasis on those in greatest economic and social need with particular attention to low-income minority older individuals, older individuals with LEP, and older individuals residing in rural areas. [OAA § 305 (a)(2)(E); 22 CCR 7125, 7127, 7130, 7135] Individuals eligible to receive Senior Nutrition Program meals are as follows: • Congregate Meals – Individuals eligible to receive meals at a congregate site are: a) Any older individual. b) The spouse of any older individual. c) A person with a disability, under age sixty (60) who resides in housing facilities occupied primarily by older individuals at which congregate nutrition services are provided. d) A disabled individual who resides at home with and accompanies an older individual who participates in the program. e) A volunteer under age sixty (60), if doing so will not deprive an older individual sixty (60) or older of a meal. [CCR 7636.9(b)(3); CCR 7638.7(b) and OAA 339(H)] • Home-Delivered Meals – Individuals eligible to receive a home-delivered meal are individuals who are: a) Frail as defined by 22 CCR 7119, homebound by reason of illness or disability, or otherwise isolated. (These individuals shall be given priority in the delivery of services.) [45 CFR 1321.69(a)]. b) A spouse of a person in 22 CCR 7638.7(c)(2), regardless of age or condition, if an assessment concludes that is in the best interest of the homebound older individual. c) An individual with a disability who resides at home with older individuals, if an assessment concludes that it is in the best interest of the homebound older individual who participates in the program. • To-Go Meals means meals that are picked up by clients (or client’s agent) or delivered to clients who are not comfortable dining in a congregate meal setting. a) C-1: To-Go meals are categorized as C-1 meals if they are consumed onsite and include in-person interaction (e.g., dining at congregate site such as restaurant, food truck, etc., or one-on-one with program 554 3 volunteer) or consumed offsite and include virtual interaction (e.g., group interaction via Zoom, FaceTime, etc., or one-on-one with program volunteer via telephone) during the meal. b) C-2: To-Go meals are categorized as C-2 meals if they are consumed offsite without in-person or virtual interaction. Indirect Costs means costs incurred for a common or joint purpose benefiting more than one cost objective and not readily assignable to the cost objective specifically benefited, without effort disproportionate to the results achieved. Individual with a disability means an individual with a disability, as defined in Section 3 of the Americans with Disabilities Act of 1990 (42 U.S.C. 12102), who is not less than age 18 and not more than age 59. [OAA § 372(a)(2)] In-kind Contributions means the value of non-cash contributions donated to support the project or program (e.g., property, service, etc.). Matching Contributions (called Recipient Local Share for Title V: [OAA § 502(c)(2)] [20 CFR 641.809]) means local cash and/or in-kind contributions made by the Contractor, Subcontractor, or other local resources. Matching Contributions qualify as match for the contract funding. Cash and/or in-kind contributions may count as match if such contributions are used to meet program requirements. Any matching contributions, or Recipient Local Share, (cash or in-kind) must be reported monthly and be verifiable from the records of the Contractor. Matching contributions, or Recipient Local Share, must be used for allowable costs in accordance with the Code of Federal Regulations [2 CFR 200] and [2CFR 2900]. Non-Matching Contributions means local funding that does not qualify as matching contributions and/or is not being budgeted as matching contributions. (e.g., federal funds, overmatch, etc.). Nutrition Education means an intervention targeting OAA participants and caregivers that uses information dissemination, instruction, or training with the intent to support food, nutrition, and physical activity choices and behaviors (related to nutritional status) in order to maintain or improve health and address nutrition-related conditions. Content is consistent with the Dietary Guidelines for Americans; is accurate, culturally sensitive, regionally appropriate, and considers personal preferences; and is overseen by a registered dietitian or individual of comparable expertise as defined in the OAA. OAA means Older Americans Act. Program Income means revenue generated by the Contractor from contract-supported activities and may include: a. Voluntary contributions received from a participant or responsible party as a result of services. b. Income from usage or rental fees of real or personal property acquired with grant funds or funds provided under this Agreement. Program Requirements means Title Ill program requirements found in the OAA [42 USC 555 4 3001-3058]; the Code of Federal Regulations [45 CFR 1321]; the California Code of Regulations [22 CCR 7000 et seq.]; CDA Program Memoranda, and California Retail Food Code (CRFC). State and Department mean the State of California and the California Department of Aging (CDA) interchangeably. Title III C-1 (Congregate Nutrition Services) means nutrition services for older individuals in a congregate setting. Services include meals, nutrition education, nutrition risk screening, and opportunities for socialization. Each meal shall provide one-third (1/3) of the Dietary Reference Intakes (DRI) and comply with the most current Dietary Guidelines for Americans (DGA). To be an eligible Title III C-1 congregate nutrition site, the site must meet all of the following criteria: [22 CCR 7638.7(a)] a. Be open to the public. [45 CFR 1321.53(b)(3)] b. Not means test. [OAA § 315(b)(3)] c. Provide participants the opportunity to make voluntary contributions and not deny service for not contributing to the cost of the service. [OAA § 315(b)(4)] [22 CCR7638.9] d. Not receive funds from another source for the cost of the same meal, equipment, or services. [2 CFR 200.403(f)][45 CFR 75.403(f)] Title III C-2 (Home-Delivered Nutrition Services) means nutrition services provided to frail, homebound, or isolated older individuals including meals, nutrition education, and nutrition risk screening. Each meal shall provide one-third (1/3) of the DRI and comply with the most current Dietary Guidelines for Americans. [22 CCR 7135, 22 CCR 7638.7(c)] Title III C-2 meals are compliant with the Older Californians Nutrition Program Menu Guidance Title III D (Health Promotion Evidenced-Based) means disease prevention and health promotion programs that are based on scientific evidence and demonstrated through rigorous evaluation to be effective in improving the health of older adults. Title III D evidence-based programs include programs related to the prevention and mitigation of the effects of chronic diseases (including osteoporosis, hypertension, obesity, diabetes, and cardiovascular disease), infectious disease, and vaccine-preventable disease, and prevention of sexually transmitted diseases. Evidence-based services also include programs focused on alcohol and substance abuse reduction, chronic pain management, smoking cessation, weight loss and control, stress management, falls prevention, physical activity, and improved nutrition. [OAA 102 (14)(D)] Vendor means an entity selling or providing goods or services. This term may be used interchangeably with Contractor. Article II: Period of Performance Except as otherwise provided, the term of this agreement shall commence on July 1, 2024, and terminate on June 30, 2025. This Agreement can be extended or renew for additional years upon mutual agreement of both parties. 556 5 Article III: Program Budget and Payment Schedule Section 1 The reimbursable compensation of this Agreement shall be paid in monthly increments upon receipt of an accurate invoice submitted monthly for all expenses incurred and paid for the previous month. Food costs, that are paid directly by the County will not be reimbursable to the City. However, the monthly food expenses incurred by the Contractor should be reported on the invoices. Invoices shall be submitted no later than the fifteenth (15th) calendar day of the subsequent month to Human Services Agency-Fiscal Division. In accordance with the approved budget (“Authorized Total Budget”), County will reimburse to Contractor the approved expenses within 30 days of receipt of an approved and accurate invoice. No expenditure shall be made or obligation incurred in excess of this agreement, or not in accordance with the Authorized Total Budget. Any expenditure of funds that is not in compliance with the Authorized Total Budget or this agreement, or not within the costs set forth in the Authorized Total Budget, shall not be chargeable to the County. Any unauthorized expenditures shall be borne by Contractor. Any reimbursement for authorized travel and per diem shall be at rates not to exceed those amounts paid by the State in accordance with the California Department of Human Resources’ (CalHR) rules and regulations. (https://www.calhr.ca.gov/employees/pages/travel-reimbursements.aspx) This is not to be construed as limiting the Contractor from paying any differences in costs, from funds other than those provided by CDA, between the CalHR rates and any rates the Contractor is obligated to pay under other contractual agreements. No travel outside the state of California shall be reimbursed. Section 2 All payments shall be made in accordance with the provisions of this agreement and the Authorized Total Budget (See Exhibit B). The funds to be paid by the Area Agency to Contractor are solely federal and state funds and shall be spent in accordance with the Authorized Total Budget. Contractor must obtain prior approval in writing from County’s Fiscal representative for any budget modifications. Section 3 The Area Agency may, at its discretion, reallocate to other projects that portion of Contractor's Older Americans Act award which (during the mid-year or other budget review) is projected to become unexpended grant funds. Section 4 Contractor shall maintain accounting records (including payroll records, bills, invoices and receipts) for all funds received pursuant to this agreement separate from any other funds administered by Contractor. This shall include project income, donations and all matching funds. Contractor shall also account for all other non-cash items, where applicable. 557 6 Section 5 In the event Contractor receives payment for a service to which reimbursement is disallowed by the Area Agency or to the Area Agency by the California Department of Aging or the Federal Administration on Aging, Contractor shall promptly refund the disallowed amount to the Area Agency on request. Section 6 Funds made available under this Agreement shall supplement, and not supplant, any Federal, State, or local funds expended by a State or unit of general-purpose local government to provide Title III (excluding III E), or Title VII Programs. Funds made available under Title III E shall be budgeted and expended in accordance with the five federal support service components specified in OAA § 373(b) and distinguished between “caregiver” and “grandparent” support services, as required for the Older Americans Act Performance System (OAAPS). Funds made available under Title III E shall supplement and not supplant other services that may directly or indirectly support informal caregiving, such as Medicaid waiver programs (e.g., MSSP, etc.), or other caregiver services such as those provided through Caregiver Resource Centers, Linkages, Alzheimer’s Day Care Resource Centers, Respite Purchase of Service, and other Title III funded providers. Section 7 Costs incurred by the Contractor or subcontractor must be verifiable from the records of the Contractor or subcontractor and must be allowable as outlined in the Code of Federal Regulations [2 CFR 200] and [2CFR 2900] and may be cash or in-kind contributions. Section 8 The maximum reimbursement amount allowable for indirect costs is ten percent 10% of Contractor’s Modified Total Direct Costs (MTDC), excluding in-kind contributions and nonexpendable equipment. Indirect costs shall not exceed 10% of the Contractor’s MTDC per funding category. [2 CFR 200.414(c)(1),(f)] [45 CFR 75.414(c)(1), (f)] Contractors requesting reimbursement for indirect costs shall retain on file an approved indirect cost rate accepted by all federal awarding agencies or an allocation plan documenting the methodology used to determine the indirect costs. Administrative costs exceeding the maximum ten percent (10%) may be budgeted as in- kind for purposes of meeting matching requirements in Title III and VII programs only. Contractors must receive prior approval from the Area Agency prior to budgeting the excess indirect costs as in-kind. Section 9 Matching Requirements 1. The required minimum program matching contributions for Title III-C is ten percent (10%). 2. Minimum matching requirements are calculated on net costs, which are total costs less program income, non-matching contributions, and State funds. 3. Program matching contributions for Title III-C can be pooled to meet the minimum requirement of ten percent (10%). 558 7 4. Matching contributions generated in excess of the minimum required are considered overmatch. 5. Program overmatch from Title III C can be used to meet the program match requirement for Title III E. Section 10 Should the Contractor begin work in advance of when the Agreement is approved, that work may be considered as having been performed at risk as a volunteer and may not be reimbursed or compensated. Article IV: Reporting and Evaluation Section 1 Contractor shall submit status reports to the Area Agency on a monthly basis in a form to be determined by the Area Agency. All program reports are due on or before the tenth (10th) day of each month following the month being reported and shall contain the information requested by the Area Agency. No request for payment of funds shall be approved by the Area Agency's representative until such reports have been timely filed. Section 2 Area Agency may, at its discretion, conduct periodic evaluations or audits of the Program. Contractor shall cooperate with the Area Agency in evaluations of the Program as scheduled by the Area Agency. Contractor will collect and make available all pertinent project information as needed and/or requested and participate in any project site visits made by the Area Agency. Article V: Information Integrity and Security The Contractor, and its subcontractors, shall have in place operational policies, procedures, and practices to protect State information assets, including those assets used to store or access Personal Health Information (PHI), Personal Information (PI) and any information protected under the Health Insurance Portability and Accountability Act (HIPAA), (i.e., public, confidential, sensitive and/or personal identifying information) herein referred to as Personal, Sensitive and Confidential Information (PSCI) as specified in the State Administrative Manual, 5300 to 5365.3; Cal. Gov. Code § 11019.9, DGS Management Memo 06-12; DOF Budget Letter 06-34; and CDA Program Memorandum 07-18 Protection of Information Assets and the Statewide Health Information Policy Manual. Information assets may be in hard copy or electronic format and may include but is not limited to: 1. Reports 2. Notes 3. Forms 4. Computers, laptops, cellphones, printers, scanners 5. Networks (LAN, WAN, WIFI) servers, switches, routers 559 8 6. Storage media, hard drives, flash drives, cloud storage 7. Data, applications, databases Encryption of Computing Devices The Contractor, and its subcontractors, are required to use 128-Bit encryption for PSCI data that is collected and stored on all computing devices (including but not limited to, workstations, servers, laptops, personal digital assistants, notebook computers and backup media) and/or portable electronic storage media (including but not limited to, discs, thumb/flash drives, portable hard drives, and backup media). Disclosure 1. The Contractor, and its subcontractors, shall ensure that all PSCI is protected from inappropriate or unauthorized access or disclosure in accordance with applicable laws, regulations, and State policies. 2. The Contractor, and its subcontractors, shall protect from unauthorized disclosure, PSCI such as names and other identifying information concerning persons receiving services pursuant to this Agreement, except for statistical information not identifying any participant. 3. “Personal identifying information” shall include, but not be limited to, name, identifying number, social security number, state driver’s license or state identification number, financial account numbers, symbol or other identifying characteristic assigned to the individual, such as fingerprint, voiceprint or a photograph. 4. The Contractor, and its subcontractors, shall not use PSCI above for any purpose other than carrying out the Contractor’s obligations under this Agreement. The Contractor and its subcontractors are authorized to disclose and access identifying information for this purpose as required by OAA. 5. Contractor, and its subcontractors, will not, except as otherwise specifically authorized or required by this agreement or court order, disclose any identifying information obtained under the terms of this agreement to anyone other than the Area Agency and/or the California Department of Aging without prior written authorization from the Area Agency and/or the California Department of Aging. Contractor may be authorized, in writing, by a participant to disclose identifying information specific to the authorizing participant. 6. Contractor, and its subcontractors, may allow participants to authorize the release of information to specific entities, but shall not request or encourage any participant to give blanket authorization to sign a blank release, nor shall Contractor accept such from any participant. The Contractor may allow a participant to authorize the release of information to specific entities but shall not request or encourage any participant to give a blanket authorization or sign a blank release, nor shall the Contractor accept such blanket authorization from any participant. Security Awareness Training Requirement The Contractor’s employees, subcontractors, and volunteers handling PSCI must complete the required CDA Security Training module located at https://aging.ca.gov/Information_security/ within thirty (30) days of the start date of the Contract/Agreement, within thirty (30) days of the start date of any new employee, subcontractor, or volunteer’s employment and annually thereafter. The Contractor must maintain certificates of completion on file and provide them to VCAAA upon request. 560 9 Health Insurance Portability and Accountability Act (HIPAA) Contractor agrees to comply with the privacy and security requirements of the Health Insurance Portability and Accountability Act (HIPAA) and ensure that subcontractors comply with the privacy and security requirements of HIPAA. Security Incident Reporting A security incident occurs when CDA information assets are or reasonably believed to have been accessed, modified, destroyed, or disclosed without proper authorization, or are lost or stolen. The Contractor and its Subcontractors/Vendors, must comply with CDA’s security incident reporting procedure located at https://www.aging.ca.gov/Information_Security/Security_Incident_Reporting_Procedures/ Security Breach Notifications Notice must be given by the Contractor, and/or its subcontractors to anyone whose PSCI could have been breached in accordance with HIPAA, the Information Practices Act of 1977, and State policy. Software Maintenance The Contractor, and its subcontractors, shall apply security patches and upgrades in a timely manner and keep virus software up to date on all systems on which State data may be stored or accessed. Electronic Backups The Contractor and its subcontractors shall ensure that all electronic information is protected by performing regular backups of files and databases and ensure the availability of information assets for continued business. The Contractor, and its subcontractors, shall ensure that all data, files, and backup files are encrypted. Article VI: State Licensure Requirements Contractor represents or warrants that it possesses or will possess all necessary licenses, permits, notices and certificates required to provide the services which are the subject of this agreement prior to the commencement date of the agreement. Article VII: Contributions for Social Services Contractor shall provide older persons receiving services the opportunity to contribute to all or part of the costs of the social services provided. Contractor will consult with the project consumer participation body regarding proposed contributions. Each individual recipient will determine what he or she is able to contribute toward the cost of the social service. No older person will be denied a social service because of his or her failure to contribute. Means tests shall not be used by any Contractor for any Title III or Title VII services, nor shall services be denied to any Title III or Title VII client that does not contribute toward the cost of the services received. Methods used to solicit voluntary contributions for Title III and Title VII services shall be non-coercive. The Contractor assures that voluntary contributions shall be allowed and may be solicited in accordance with the following requirements [OAA § 315(b)]. Clearly inform each 561 10 recipient that there is no obligation to contribute and that the contribution is purely voluntary. Protect the privacy and confidentiality of each recipient with respect to the recipient's contribution or lack of contribution. a. Each service provider will: i. Provide each recipient with an opportunity to voluntarily contribute to the cost of the service. ii. Establish appropriate procedures to safeguard and account for all contributions. iii. Use all collected contributions to expand the services for which the contributions were given and to supplement (not supplant) funds received under this Agreement. In the event that Contractor generates program income from a program funded by this agreement, this income must be reported and expended under the same terms and conditions as the program funds from which it is generated. Program income must be used to expand baseline services and be used to pay for current allowable costs of the program in the same fiscal year that the income was earned. For programs funded by Title III B, Title III C, Title III D, Title III E, Title VII Ombudsman and Title VII-A Elder Abuse Prevention programs, program income must be expended prior to drawing down additional funds as required in [2 CFR 200.305(b)(5)] and [2 CFR 200.307(e)] and may reduce the total amount of contract funds payable to Contractor. Program income may not be used to meet the matching requirements of this contract. Article VIII: Nondiscrimination Contractor shall comply with all federal and state statutes relating to nondiscrimination, including those contained in the Contractor Certification Clauses (CCC1005) which is hereby incorporated by reference. These include but are not limited to: (a) Title VII of the Civil Rights Act of 1964 (42 USC 2000e et. seq.), as amended by the Equal Opportunity Act of March 24, 1972 (Public Law 92-261); (b) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color, or national origin; (c) Title IX of the Education Amendments of 1972, as amended (20 USC §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (d) Section 504 of the Rehabilitation Act of 1973, as amended (29 USC § 794), which prohibits discrimination on the basis of handicap; (e) the Age Discrimination Act of 1975, as amended (42 USC §§6101-6107), which prohibits discrimination on the basis of age; (f) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to non-discrimination on the basis of drug abuse; (g) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment, and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to non-discrimination on the basis of alcohol abuse or alcoholism; (h) §§ 523 and 527 of the Public Health Service Act of 1912 (42 USC §§ 290 dd-3 and 290 ee-3) as amended, relating to confidentiality of alcohol and drug abuse patient records; 562 11 (i) Cal. Gov. Code § 11135 et seq., and 2 CCR § 11140 et seq., which prohibit recipients of state financial assistance from discriminating against persons based on race, national origin, ethnic group identification, religion, age, sex, sexual orientation, color, or disability (22 CCR § 98323), Title VII of the Civil Rights Act of 1968 (42 USC §§ 43601 et seq.) as amended, relating to nondiscrimination in the sale, rental or refinancing of housing; (j) any other nondiscrimination provisions in the specific statute(s) under which application for federal assistance is being made; and, (k) the requirements of any other nondiscrimination statute(s) which may apply to this agreement. California Civil Rights Laws The Contractor shall ensure compliance with the requirements of California Public Contract Code § 2010 by submitting a completed California Civil Rights Laws Certification, prior to execution of this Agreement. The certificate is available at: http://www.dgs.ca.gov/ols/Forms.aspx The California Civil Rights Laws Certification ensures Contractor compliance with the Unruh Civil Rights Act (Cal. Civ. Code § 51) and the Fair Employment and Housing Act (Cal. Gov. Code § 12960) and ensures that Contractor internal policies are not used in violation of California Civil Rights Laws. Contractor shall comply with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 USC §§ 12101 et seq.) Inquiries and Complaints Regarding National Origin Contractor must designate an employee to whom initial complaints or inquiries regarding national origin can be directed. The name of the designated individual shall be provided to the VCAAA Grants Administrator. Complaints relating to national origin discrimination shall be handled by the Contractor. If the complaint is not resolved, the complainant shall be provided to the VCAAA Grants Administrator. The Contractor shall notify VCAAA immediately of a complaint alleging discrimination based upon a violation of State or federal law. [2 CCR 11162, 22 CCR 98310, 98340] Limited English-Speaking Participants Contractor agrees to provide the Ventura County Area Agency on Aging with the following information regarding program participants: number or proportion of Limited English- Speaking (LEP) persons likely to be encountered by the program, frequency with which LEP individuals come in contact with the program, nature and importance of the services provided to people’s lives. This group-needs assessment will serve as the basis for the Contractor’s determination of “reasonable steps” and provide documentary evidence of compliance with Cal. Gov. Code § 11135 et seq., 2 CCR 11140, 2 CCR 11200 et seq., and 22 CCR 98300 et seq. Contractor shall take reasonable steps, based upon the group-needs assessment identified above, to ensure that “alternative communication services” are available to non- English speaking or LEP beneficiaries of services under this Agreement. [2 CCR 11162] 563 12 Based on findings of the group-needs assessment, the Contractor shall ensure reasonable alternative communication services are available to meet the linguistic needs of identified eligible client population groups at key points of contact. Key points of contact include, but are not limited to, telephone contacts, office visits and in-home visits. [2 CCR 11162] “Alternative communication services” include, but are not limited to, the provision of services and programs by means of the following: Interpreters or bilingual providers and provider staff, contracts with interpreter services, use of telephone interpreter lines, sharing of language assistance materials and services with other providers, translated written information materials, including but not limited to, enrollment information and descriptions of available services and programs and referral to culturally and linguistically appropriate community service programs. Article IX: Training Contractor agrees to participate in staff training and development programs provided by the Area Agency, California Department of Aging, Administration on Aging, or any of their agents. Contractor shall make budget provisions to pay for the travel, per diem, and tuition costs of such efforts as required or necessary. Article X: Lobbying Certification Contractor certifies to the best of its knowledge and belief that: 1. No federally appropriated funds have been paid or will be paid, by or on behalf of Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of a federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a member of Congress, or an officer or employee of Congress in connection with this federal contract, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, “Disclosure Form to Report Lobbying” in accordance with its instructions. The form is available upon request from the Area Agency. 3. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. This certification is a prerequisite for making or entering into this transaction imposed by 31 USC 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Article XI: Subcontracts and Assignments In the event any subcontractor or assignment is utilized by Contractor for any portion of the project, Contractor retains the prime responsibility for carrying out all of the terms of this agreement, including, but not limited to, the responsibility for preserving the State’s copyrights and rights in data, for handling property in accordance with Article XVIII of this agreement, and the responsibility for ensuring the availability and retention of records of 564 13 subcontractors and assignments in accordance hereto. All contractors are required to submit a list of Grant Funded Property with the June RFF/Close out Report. No subcontract or assignment utilizing funds from this agreement shall be entered into which has a term extending beyond the ending date of this agreement as set forth in Article II hereto. Any subcontracts to provide program services under this agreement shall be approved in writing by an Area Agency designated representative and shall have no force or effect until so approved and will be subject to the provision of this agreement. Purchase of items such as standard commercial supplies, office space, or printing services do not require a subcontract and do not require prior Area Agency approval. A copy of any executed subcontract or assignment must be forwarded to the Area Agency within thirty (30) days after the beginning of the subcontract or assignment. Contractor will be responsible for monitoring the insurance requirements of its subcontractors in accordance with Article XVI of this contract. Conflict of Interest 1. The Contractor shall prevent employees, consultants, or members of governing bodies from using their positions for purposes including, but not limited to, the selection of subcontractors, that are, or give the appearance of being, motivated by a desire for private gain for themselves or others, such as family, business, or other ties. In the event that Area Agency determines that a conflict of interest exists, any increase in costs associated with the conflict of interest may be disallowed by Area Agency and such conflict may constitute grounds for termination of the Agreement. 2. This provision shall not be construed to prohibit employment of persons with whom the Contractor's officers, agents, or employees have family, business, or other ties, so long as the employment of such persons does not result in a conflict of interest (real or apparent) or increased costs over those associated with the employment of any other equally qualified applicant, and such persons have successfully competed for employment with the other applicants on a merit basis. Covenant Against Contingent Fees 1. The Contractor warrants that no person or selling agency has been employed or retained to solicit this Agreement. There has been no agreement to make commission payments in order to obtain this Agreement. 2. For breach or violation of this warranty, County shall have the right to terminate this Agreement without liability or at its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingency fee. Article XII: Recordkeeping Contractor shall maintain complete records (which shall include, but not be limited to: accounting records; contracts; agreements; reconciliation of the “Financial Closeout 565 14 Report” to the audited financial statements, single audit, and general ledgers; a summary worksheet of results from the audit resolutions performed for all subcontractors with supporting documentation; letters of agreement; insurance documentation in accordance with this contract; Memorandums and/or letters of understanding; patient or client records; and, electronic files) of its activities and expenditures hereunder in a form satisfactory to the Area Agency and the California Department of Aging in compliance with the laws and regulations of the State of California and the Department of Health and Human Services. The financial records of Contractor as they pertain to this contract are subject to audit by the Area Agency. Contractor shall allow the California Department of Aging, the Controller General of the United States, or duly authorized representatives of any of those entities, to inspect Contractor books and records at any time during the contract period, and for a minimum period of four (4) years after the expiration of the contract. Contractor shall maintain responsibility for such records, both during the contract period and for a minimum four (4) year period following the last transaction related to the contract. Records for non- expendable property must be retained for a minimum of four (4) years subsequent to the final disposition of this property. All original source documents must be retained until an audit resolution is completed or four (4) years from the end of the fiscal year for which the document is prepared. The VCAAA recommends that Contractor contact the VCAAA Grants Manager before disposing of any records. If any unauthorized expenditures, unallowable expenditures, or irregularities are discovered, Contractor is responsible for making any necessary reparation to the County. If an audit is commenced or discovers any unallowable expenditures or irregularities, the records must be kept by Contractor as long as necessary until the issue is satisfactorily resolved. After the authorized period has expired, confidential records shall be shredded and disposed of in a manner that will maintain confidentiality. Article XIII: Unexpended Funds Contractor understands and agrees that there is no provision for carryover of unexpended funds at the end of the contract period. Any money obligated under this contract (even if in the possession of Contractor) but not needed to meet incurred obligations will be returned with the Financial Closeout Report to the Area Agency. Article XIV: Audit and Closeout Requirements Section 1 General 1. Any duly authorized representative of the federal or State government, which includes but is not limited to the State Auditor, California Department of Aging (CDA) staff, and any entity selected by State to perform inspections, shall have the right to monitor and audit all Contractors providing services under this Agreement through on-site inspections, audits, and other applicable means the State determines necessary. In the event that Area Agency is informed of an audit by an outside federal or State government entity affecting the Contractor, Area Agency will provide timely notice to Contractor. 566 15 Contractor shall make available all reasonable information necessary to substantiate that expenditures under this agreement are allowable and allocable, including, but not limited to accounting records, vendor invoices, bank statements, cancelled checks, bank/credit card statements, contracts and agreements, employee time sheets, purchase orders, indirect cost allocation plans. Contractor shall agree to make such information available to the Area Agency, the federal government, the State, or any of their duly authorized representatives, including representatives of the entity selected by State to perform inspections, for examination, copying, or mechanical reproduction, on or off the premises of the appropriate entity upon a reasonable request. All agreements entered into by the Contractor and subcontractors with audit firms for purposes of conducting independent audits under this Agreement shall contain a clause permitting any duly authorized representative of the federal or State government access to the supporting documentation of said audit firm(s). 2. The Contractor shall cooperate with and participate in any further audits, which may be required by the State, including CDA fiscal and compliance audits. Section 2 Fiscal and Compliance Audits 1. The Area Agency shall perform fiscal and compliance audits of Contractors in accordance with Generally Accepted Government Auditing Standards (GAGAS) to ensure compliance with applicable laws, regulations, grants, and contract requirements. 2. These fiscal and compliance audits may include, but not be limited to, a review of: a. Financial closeouts (2 CFR 200.1 and 45 CFR 75.2) b. Internal controls (2 CFR 200.303 and 45 CFR 75.303) c. Allocation of expenditures (2 CFR 200.1 and 45 CFR 75.2) d. Allowability of expenditures (2 CFR 200.403 and 45 CFR 75.403) e. Equipment expenditures and approvals, if required (2 CFR 200.439 and 45 CFR 75.439) Section 3 Single Audit Reporting Requirements (2 CFR 200 Subpart F and 45 CFR 75 Subpart F) 1. Contractor Single Audit Reporting Requirements a. Contractors that expend $750,000 or more in federal funds shall arrange for an audit to be performed as required by the Single Audit Act of 1984, Public Law 98-502; the Single Audit Act Amendments of 1996, Public Law 104- 156; 2 CFR 200.501 to 200.521 and 45 CFR 75.501 to 75.521. A copy shall be submitted to the Area Agency. b. The copy shall be submitted within thirty (30) days after receipt of the Auditor’s report or nine (9) months after the end of the audit period, 567 16 whichever occurs first, or unless a longer period is agreed to in advance by the cognizant or oversight agency. c. For purposes of reporting, the Contractor shall ensure that Federal-Funded expenditures are displayed discretely along with the related federal expenditures in the single audit report’s “Schedule of Expenditures of Federal Awards” (SEFA) under the Catalog of Federal Domestic Assistance (CFDA) number along with the related State-Funded expenditures. For contracts that do not have CFDA numbers, the Contractor shall ensure that the State-funded expenditures are discretely identified in the SEFA by the appropriate program name, identifying grant/contract number, and as passed through the Area Agency on Aging. 2. The Contractor shall perform a reconciliation of the “Financial Closeout Report” to the audited financial statements, single audit, and general ledgers. The reconciliation of the CDA Closeout to the Contractor general ledger must be submitted with the CDA Closeout shall be maintained and made available for Area Agency review. 3. Contract Resolution of Contractor The Contractor shall have the responsibility for resolving its contracts with subcontractors to determine whether funds provided under this Agreement are expended in accordance with applicable laws, regulations, and provisions of contracts or agreements. Within thirty (30) days after the close of the project period or when requested by the Area Agency (whichever comes earlier), Contractor shall provide the Area Agency with an ending “Financial Closeout Report” signed by Contractor’s representative. The Area Agency shall provide Contractor the form on which to complete the Financial Closeout Report, and the Financial Closeout Report shall contain all the information required by the Area Agency. 4. The Contractor shall ensure that single audit reports, including those of its subcontractors, meet 2 CFR 200 and 45 CFR 75, Subparts F-Audit Requirements. 5. Contract resolution includes: a. Contractor will ensure that appropriate corrective action has been taken to correct instances of non-compliance with federal laws and regulations. Corrective action shall be taken within six months after the Area Agency receives Contractor’s audit report. b. Reconciling reported expenditures to the amounts identified in the single audit or other type of audit if the Contractor was not subject to the single audit requirements. For a Contractor who was not required to obtain a single audit and did not obtain another type of audit, the reconciliation of expenditures reported to the Area Agency must be accomplished through performing alternative procedures (e.g., risk assessment [2 CFR 200.331 and 45 CFR 75.352], documented review of financial statements, and documented expense verification, including match, etc.). 568 17 6. When alternative procedures are used, the Contractor shall perform financial management system testing, which provides, in part, for the following: a. Accurate, current, and complete disclosure of the financial results of each federal award or program. b. Records that identify adequately the source and application of funds for each federally funded activity. c. Effective control over, and accountability for, all funds, property, and other assets to ensure these items are used solely for authorized purposes. d. Comparison of expenditures with budget amounts for each federal award. e. Written procedures to implement the requirements of 2 CFR 200.305. f. Written procedures for determining the allowability of costs in accordance with 2 CFR Part 200 and 45 CFR Part 75, Subparts E - Cost Principles. [2 CFR 200.302 and 45 CFR 75.302] g. The Contractor shall document system and expense testing to show an acceptable level of reliability, including a review of actual source documents. h. Determining whether the results of the reconciliations performed necessitate adjustment of the Contractor’s own records. 7. The Contractor shall be required to include in its contract with the independent Auditor that the Auditor will comply with all applicable audit requirements and standards. Contractor shall permit independent auditors to have access to the records and financial statements as necessary for Contractor to comply with OMB Circular A-133. 8. The Contractor shall disclose to the Area Agency whether audit findings were issued; and, if applicable, any communication or follow-up performed to resolve the findings. 9. A reasonably proportionate share of the costs of audits required by and performed in accordance with the Single Audit Act Amendments of 1996, as implemented by requirements of this part, are allowable. Contractors expending less than $750,000 in total federal funds are exempt from federal audit requirements, but their records must be available for review. Area Agency reserves the right to determine whether Contractor expended the funds provided under this agreement in accordance with applicable laws and regulations. This may be accomplished by reviewing an audit of Contractor (financial statements including working papers and accounting records) or through other means (e.g., monitoring reviews) if Contractor has not been audited. Accounting records must contain receipts and/or other documentation enumerated in Article III Section 4 of this contract, to support all claims. Article XV: Indemnity 1. All activities and/or work covered by this Agreement shall be at the risk of Contractor alone. Contractor agrees to defend (at County’s request), indemnify, and hold harmless the County of Ventura, including all of its boards, districts, agencies, departments, officers, employees, agents and volunteers, against any and all claims and losses, 569 18 lawsuits, judgments, debts, demands and liability, injuries or death of persons and/or damages to property arising directly or indirectly out of the obligations herein described or undertaken, or out of operations conducted or subsidized in whole or in part by Contractor, save and except claims or litigation arising through the sole negligence or wrongdoing and/or sole willful misconduct of the Area Agency and the County of Ventura. Contractor further agrees to indemnify, defend, and hold harmless the County of Ventura and the California Department of Aging, their officers, agents, and employees from any and all liability, claims and losses, damages or expenses, including reasonable attorney fees arising from all acts or omissions to act of contractor or its officers, agents or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages or expenses arising from Agency’s sole negligence or willful acts accruing to or resulting from any subcontractors, suppliers, laborers, and any other person, firm, or corporation furnishing or supplying work services, materials, or supplies in connection with any activities performed for which funds from this agreement were used and from any and all claims and losses accruing or resulting to any person, firm, or corporation who may be injured or damaged by Contractor in the performance of this agreement. 2. Contamination and Pollution. Contractor, solely at its own cost and expense, will provide cleanup of any premises, property, or natural resources contaminated or polluted due to Contractor activities. Any fines, penalties, punitive or exemplary damages assigned due to contamination or polluting activities of Contractor will be borne entirely by Contractor. Any Contractor receiving more than $100,000 in funding shall comply with all orders or requirements issued under the following laws: Clean Air Act, as amended (42 USC 1857); Federal Water Pollution Control Act, as amended (33 USC 1251 et seq.); Environmental Protection Agency Regulations (40 CFR, Part15 and Executive Order 11738), State Contract Act [Cal. Pub. Con. Code §10295 et seq.], and Unruh Civil Rights Act [Cal. Pub. Con. Code § 2010]. 3. Contractor, and the agents and employees of Contractor, in the performance of this Agreement, duties, and obligations, and in the exercise of the rights granted under this Agreement shall act in an independent capacity and not as officers or employees or agents of the Area Agency, the County of Ventura or the State of California. 4. If, in the performance of this Agreement, Contractor chooses to associate, subcontract with, or employ any third person in carrying out its responsibilities under this Agreement, any such third person shall be entirely and exclusively under the direction, supervision, and control of Contractor. All terms of association, subcontract or employment, including hours, wages, working conditions, discipline, hiring and discharging, or any other terms of association, subcontract or employment or requirements of law, shall be determined by Contractor, and the Area Agency shall have no right or authority over such persons or the terms of their association, subcontract or employment, except as provided in this Agreement. Neither Contractor nor any such person shall have any claim under this Agreement or otherwise against the Area Agency for sick leave, vacation pay, retirement benefits, social security 570 19 benefits, workers’ compensation, disability, unemployment insurance benefits, or employee benefits of any kind. 5. The Contractor, and its subcontractor(s), shall comply with Governor’s Executive Order 2-18-2011, which bans expenditures on promotional and marketing items colloquially known as “S.W.A.G.” or “Stuff We All Get.” Contractor is an independent contractor and shall hold the County of Ventura harmless from any and all claims that may be made against the County of Ventura based upon any contention by any third party that an employer- employee relationship exists by reason of this Agreement. The County is not required to make any deductions from the compensation payable to Contractor under the provisions of this Agreement. Contractor shall be solely responsible for self- employment social security taxes, income taxes and any other taxes levied against it. Contractor does not assign such obligation to the County for collection or administration except as may be required by federal and state statutes. Contractor further agrees to hold the County harmless from, and to compensate the County for, any claims against the County for payment of state or federal income or other tax obligations relating to Contractor’s compensation under the terms of this Agreement. Article XVI: Insurance The County of Ventura requires that all contractors indemnify and defend the County for liability incurred as a result of actions associated with the project, and carry insurance as required. Contractor, at its sole cost and expense, shall obtain and maintain in full force during the term of this agreement adequate liability insurance to cover all activities necessary to fulfill its obligations under this Agreement. It is understood and agreed that the Area Agency reserves the right to determine the type and extent of insurance that may be required. 1. Prior to commencement of any contract, Contractor shall provide the VCAAA proof of the following insurance: (a) Commercial General Liability “occurrence” coverage in the minimum amount of $1,000,000 combined single limit (CSL) bodily injury & property damage each occurrence and $2,000,000 aggregate, including personal injury, broad form property damage, products/completed operations, broad form blanket contractual and $50,000 fire legal liability. (b) Commercial Automobile Liability coverage in the minimum amount of $1,000,000 CSL bodily injury & property damage, including owned, non-owned, and hired automobiles, also to include Uninsured/Underinsured Motorists coverage in the minimum amount of $100,000 when there are owned vehicles. Contractor must have on file evidence of auto insurance in the minimum amount of $100,000 CSL bodily injury & property damage for all employees and volunteers associated with the contract. (c) Workers’ Compensation coverage, in full compliance with California statutory 571 20 requirements, for all employees of Contractor and Employer's Liability in the minimum amount of $1,000,000. 2. All insurance required shall be primary coverage in respect to the County of Ventura, and any insurance or self-insurance maintained by the Area Agency and the County of Ventura shall be in excess of Contractor’s insurance coverage and shall not contribute to it. 3. The County of Ventura its boards, agencies, departments, offices, employees, agents, and volunteers are to be named as Additional Insured with respect to work done by Contractor under the terms of this Agreement on all policies required (except Workers’ Compensation). 4. Contractor agrees to waive all rights of subrogation against the County of Ventura for losses arising directly or indirectly from the activities and/or work performed by Contractor under the terms of this agreement (applies only to Commercial General Liability and Workers’ Compensation). 5. The Area Agency is to be notified immediately if any aggregate insurance limit is not met. Additional coverage must be purchased to meet requirements. 6. Policies will not be canceled, non-renewed, or reduced in scope of coverage at any time that said policies are required by this agreement until after 30 days’ written notice has been given to the Area Agency and approved in writing by the Area Agency. If the reason for cancellation is non-payment of the insurance premium, 10 days’ written notice is acceptable. 7. Contractor agrees to provide the Area Agency with the following insurance documents on or before the effective date of this contract: (a) Certificates of Insurance for all required coverages. The County of Ventura shall be named the certificate holder and the address must be listed on the certificate. (b) Additional Insured endorsements naming the County of Ventura and authorized with a signature by the insurance carrier. (c) Waiver of Subrogation endorsement (aka: Waiver of Transfer Rights of Recovery Against Others, Waiver of Our Right to Recover from Others). Article XVII: Contract Modifications Any revision, waiver, or modification of this agreement must be approved in writing by the Area Agency by amendment to this Agreement. Only a modification that changes a single approved budget line item that is less than 10 percent may be made without prior written approval by the Area Agency. Article XVIII: Planning Efforts Contractor shall cooperate fully with the Area Agency in any efforts toward developing a comprehensive and coordinated system of services for the elderly. Contractor shall participate in joint planning efforts and service which may include the shared use of 572 21 equipment, service coordination, and other activities as may be determined by the Area Agency to attain this goal. Article XIX: Personnel Contractor shall maintain adequate staffing levels to perform at the contracted level of this program. Contractor shall actively seek qualified older persons for paid positions on the project and make provisions for volunteer opportunities for older persons. Article XX: Debarment, Suspension, and other Responsibility Matters Contractor certifies to the best of its knowledge and belief, that it or its agents: 1. Are not presently debarred, suspended, proposed for disbarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency. 2. Have not, within a three-year period preceding this Agreement, been convicted of, or had a civil judgment rendered against them, for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlements, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and, 4. Have not, within a three-year period preceding this Agreement, had one or more public transactions (federal, state, or local) terminated for cause or default. Contractor shall report immediately to the Area Agency in writing any incidents of alleged fraud or abuse. Contractor will maintain any records, documents, or other evidence of fraud and abuse until otherwise notified by the Area Agency on Aging. Article XXI: Living Wage Ordinance This contract is subject to the County of Ventura Living Wage Ordinance (“Ordinance”). The Ordinance requires the payment of a living wage and accompanying paid time off to all covered employees engaged in providing services pursuant to a service contract as defined in Sec.4952 (f). Failure to comply will constitute a material breach of the contract and may result, among other things, in the suspension or termination of the affected contract and debarment from future County contracting opportunities for a period not to exceed three years. 501(c)(3) nonprofit organizations are exempt from the Ordinance. Article XXII: Termination of Grant Section 1 Older Americans Act funds awarded under this contract may be terminated by the Area Agency at any time for non-compliance with any of the terms and conditions of this contract provided that at least thirty (30) days’ written notice is given to Contractor. 573 22 Section 2 The Contractor (applies to all program except for the Ombudsman) may terminate this contract at any time, for reasons of its own choosing, provided that at least one hundred and eighty (180) days written notice is given to the Area Agency. The Ombudsman Contractor shall carry out the federal and state mandates and responsibilities without any break in the provision of ombudsman services. Contractor shall promptly notify the Area Agency of any intention to terminate responsibility for ombudsman services. Except as provided elsewhere in this agreement, Contractor shall continue the program without any break in service until another contractor can take over responsibility for operation of the program. Section 3 Contractor shall promptly notify the Area Agency of any intention to terminate responsibility for providing the specified contract-funded services. Section 4 This contract may be terminated on twenty-four (24) hours’ notice in the event the allocation to the Area Agency of Older Americans Act and/or state funds are reduced, suspended, or terminated for any reason. Contractor hereby expressly waives any and all claims against the Area Agency for damages arising from the reduction, suspension, or termination of the federal and/or state funds provided to the Area Agency, under which this agreement is made, or to the portion thereof delegated by this agreement. Section 5 In the event that Contractor dissolves or terminates this contract, Contractor shall provide a final property inventory to the Area Agency. The Area Agency and the California Department of Aging reserve the right to require Contractor to transfer such property to another agency, the Area Agency, or the California Department of Aging. To exercise the above right, no later than 120 days after the termination of the Agreement or notification of Contractors dissolution, the Area Agency will issue specific written disposition instructions to Contractor. Article XXIII: Access Contractor shall provide access to the federal or state agency, Bureau of State Audits, the Controller General of the United States and the Area Agency, or any of their duly authorized federal or state representatives, to any books, documents, papers, records, and electronic files of Contractor which are directly pertinent to this specific Agreement for the purpose of making an audit, examination, excerpts, and transcriptions. Article XXIV: Monitoring 1. Authorized State representatives and Area Agency representatives shall have the right to monitor, assess, and evaluate Contractor’s performance pursuant to this Agreement. Said monitoring, assessment, and evaluation may include, but is not limited to: audits, 574 23 inspections of project premises, interviews of project staff and participants and, when applicable, inspection of food preparation sites. 2. Contractor shall cooperate with the State and the Area Agency in the monitoring, assessment and evaluation processes, which include making any administrative program and fiscal staff available during any scheduled process. Article XXV: Grievance Section 1 Contractor is required to establish a written grievance procedure for reviewing and attempting to resolve complaints of older individuals [California Code of Regulations Section 7400(a)(2)]. At a minimum the process shall all of the following: (a) Time frames within which a complaint will be acted upon. (b) Written notification to the complainant of the results of the review, including a statement that the complainant may appeal to the Area Agency if dissatisfied with the results of the Contractors review. (c) Confidentiality provisions to protect the complainant's rights to privacy. Only information relevant to the complaint may be released to the responding party without the older individual's consent. Section 2 Contractor is required to notify all older individuals of the grievance process through their organization as well as the Area Agency. Contractor may notify older individuals by the following methods: (a) Posting notification of the process in visible and accessible areas, such as the bulletin boards in senior centers. For areas in which a substantial number of older individuals are non-English speaking, the notification shall also be posted in the primary language of a significant number of older individuals. The term “substantial number” and “significant number” shall be determined by the Area Agency. (b) Advising homebound older individuals of the process either orally or in writing upon the service providers’ contact with the individuals. Section 3 Complaints may involve, but not be limited to, any or all of the following: amount or duration of a service, denial or discontinuance of a service or dissatisfaction with the service being provided or with the service provider, complaints regarding an issue of professional conduct that is under the jurisdiction of another entity, such as the California Medical Board or the State Bar Association, or failure of the Contractor to comply with the terms of this contract. Sections 9102 and 9105, Welfare and Institutions Code. Reference 42 USC 3026(a) (6) (P) and 3027 (a) (43). Article XXVI: Contract for Responsibility and Notification Section 1 The Director of the Ventura County Human Services Agency, Area Agency on Aging, or designee shall be the Area Agency’s representative for purposes of administering this 575 24 agreement. The Program Manager/Director shall represent Contractor. If the Contractor’s representative changes, Contractor agrees to immediately notify the VCAAA’s Grants Administrator. Section 2 Any notice or notices required or permitted to be given pursuant to this agreement may be personally served on the other party by the party giving such notice, or may be served by certified mail, return receipt requested, to the following address: AREA AGENCY: CONTRACTOR: Ventura County Human Services Agency City of Moorpark Area Agency on Aging L#4450 799 Moorpark Ave 855 Partridge Drive Moorpark, CA 93021 Ventura, CA 93003-9086 IN WITNESS THEREOF, the County of Ventura and Contractor have executed this Agreement as of the date first written above. COUNTY OF VENTURA Human Services Agency, Area Agency on Aging By: Authorized Signatory Date CONTRACTOR By: (Signature over Printed Name of Authorized Signatory) (Title of Authorized Signatory) Date 576 1 EXHIBIT A SCOPE OF WORK, SERVICES AND REPORTING REQUIREMENTS 1. Overview of Services County has engaged Contractor to provide the following services, which are more specifically described in the Services section below: Provide Congregate and Home-Delivered meals to seniors aged 60 years and older as defined in Title III C1 and C2 of the Older Americans Act. Seniors participating in the meal program will be given the opportunity to donate. The suggested contribution amount cannot exceed the actual cost of the meal. 2. Services Contractor shall perform the following services: The Senior Nutrition Program is intended to provide nutrition meal services as described in the Older Americans Act (OAA) of 1965, as amended, and to assist older individuals in California to live independently, by promoting better health through improved nutrition, and reduced isolation through programs coordinated with nutrition-related supportive services, fostering aging in place and promoting choice and quality of life. Definition: Senior Nutrition Program services means the procurement, preparation, transport, and service of meals, nutrition education, nutrition screening, and nutrition counseling to eligible individuals at congregate sites or in their homes. Goals: To maintain or improve the physical, psychological, and social well-being of older individuals by providing or securing appropriate nutrition services in the County for the purposes outlined in the Older Americans Act, Part C, Section 330: (a) to reduce hunger and food insecurity; (b) to promote socialization of older individuals; (c) to mitigate isolation of older adults; and (d) to promote the health and well-being of older individuals by assisting such individuals to gain access to nutrition and other disease prevention and health promotion services to delay the onset of adverse health conditions resulting from poor nutritional health or sedentary behavior. Objectives: (a) Give preference to older individuals with the greatest economic or social need, with particular attention to low-income minority individuals. (b) Serve meals that are appealing and comply with the most recent Dietary Guidelines for Americans (DGA). (c) Promote and maintain high food safety and sanitation standards. (d) Promote good health behaviors through nutrition education and nutrition screening of participants. (e) Promote or maintain coordination with other nutrition-related supportive services for older individuals. 577 1 Target Population: The Senior Nutrition Program provider(s) shall target individuals who are sixty (60) years of age or older, minorities, those with low income, and those living in rural areas of Ventura County. Eligibility of Volunteers: Volunteers may be offered a meal if doing so will not deprive a participant of a meal. Contractor shall comply with the most current Ventura County Area Agency on Aging Contractor’s Handbook for providing and accounting for meals provided to Senior Nutrition Program volunteers, and shall report all volunteer meals on a monthly basis to County. In all cases of eligibility, priority shall be given to individuals aged 60 and older and Native Americans aged 45 and older. Nutrition Risk: The Contractor shall annually assess each Title III C-1 and C-2 client’s nutrition risk using the Determine Your Nutritional Risk checklist published by the Nutrition Screening Initiative. [OAA § 339(2)(J); OAA § 207(a)(3)] Safety: Contractor is responsible for providing accident prevention, fire safety, first aid, choking, earthquake preparedness and other emergency procedures training as required at each congregate meal site. A current Fire Inspection Certification shall be displayed at each site. Each meal site and/or Home-Delivered Meals distributor is also required to maintain and make available to staff upon request current Safety Data Sheets (SDS) at their site(s) per 29 CFR. Furthermore, each meal site and/or home-delivered meals distributor must display a State of California Health Certification. Each congregate meal site must also display a current ServSafe Certification. Staff Qualifications: Contractor shall employ a Site Coordinator that is responsible for the day-to-day operations of the Senior Nutrition Program at their site. The Site Coordinator shall have one of the following qualifications: (a) An Associate Degree in Institutional Food Service or closely related field, and two years’ experience as a food service supervisor; or (b) Demonstrable experience in food service and, within twelve months of hire, successfully complete twenty (20) hours of college level coursework in food service management, business administration and/or personnel; or (c) Two years’ experience in food service management as verified by a Registered Dietitian prior to hire. All Site Coordinators must become ServSafe trained. Training: Training by VCAAA Registered Dietitian (RD) shall include, at a minimum, food safety (ServSafe) and prevention of foodborne illness. The RD will provide a yearly written plan for staff training that shall be maintained at each Senior Nutrition Program site, which shall include a minimum of four hours per year of training by the RD for paid and non-paid food service staff at each Senior Nutrition Program site. Training attendance records shall be submitted to VCAAA quarterly. Nutrition Education Services for Participants: Nutrition education for program participants shall be provided at a minimum of four times per year. All training shall be conducted by the VCAAA RD who develops and maintains a yearly nutrition education plan. Nutrition education for congregate meal participants may include demonstrations, presentations, lectures and group discussions, all of which may be augmented with printed materials. Distribution of printed materials shall constitute nutrition education for home- 578 1 delivered meal recipients. Accurate training records shall be kept by each Contractor that indicate the type and duration of training. Training records shall be submitted to VCAAA on a quarterly basis to ensure training requirements are being met. Records, Reports, Distribution of Information: In accordance with the VCAAA Contractors Manual and the Senior Nutrition Program Handbook, Contractor shall maintain current and accurate records on congregate and home-delivered meal participants as follows: (a) Both congregate and home-delivered meal participants shall have a Senior Nutrition Program Meal Registration form on file in AssureCare/Q. (b) Each home-delivered meal recipient shall also have a current Senior Nutrition Program Home-Delivered Meal Assessment Worksheet on file in AssureCare/Q. (c) Contractors shall update the Nutritional Risk and ADL/IADL assessments for home- delivered meal recipients in AssureCare/Q annually. (d) Each SNP Site Coordinator shall use the Meal Registration forms to generate monthly rosters from AssureCare/Q for home-delivered and congregate meal recipients. The Contractor shall assure that materials published under this Agreement shall: (a) state, “The materials or product were a result of a project funded by a contract with the California Department of Aging.” (b) give the name of the entity, the address, and telephone number at which the supporting data is available and (c) include a statement that, “The conclusions and opinions expressed may not be those of the California Department of Aging and that the publication may not be based upon or inclusive of all raw data.” Nutrition Services Requirements: Contractor shall ensure that the congregate meal site(s) adhere to the following requirements: (a) Each participant is registered for a meal using the Senior Nutrition Program Meal Registration form; and (b) Provide a means by which to obtain participants’ views about the services received; and (c) Provide meals, if available, to all participants regardless of reservation status; and (d) Ensure that trained staff (paid and/or non-paid) are physically present during the time that meals are being served; and (e) Provide restrooms, lighting and ventilation at the site that meets the requirements of California law; and (f) Provide equipment (e.g., tables and chairs) that is sturdy and appropriate for older individuals; and (g) Arrange tables and chairs in such a manner as to be conducive to and encourage socialization among participants. Contractor contracting for home-delivered meal service shall adhere to the following assessment requirements: (a) Eligible participants are registered and assessed for need using the Senior Nutrition Program Meal Registration form and the Home Delivered Meal Assessment Worksheet; and (b) Initial assessments may be done by phone; however, a written assessment shall 579 1 be conducted at the participants’ homes within two weeks of the beginning of meal service; and (c) Participants shall be assessed for other nutrition-related supportive services and referred as needed; and (d) Participants shall be reassessed in their homes at least every six months and allowable by phone every other quarter to ensure eligibility. A waitlist shall be established whenever a Contractor is unable to provide home-delivered meals to all eligible participants. Waitlists must be pre-approved by the VCAAA. The decision to place an eligible individual on a waitlist and their ranking on that list shall be determined by greatest social and economic need. Nutritional Requirements of Meals: Contractor will work with the VCAAA RD to ensure that each meal complies with the Dietary Guidelines for Americans (DGA) and provides 1/3 of the Dietary Reference Intakes. The DGA is jointly published by the U.S. Department of Health and Human Services and the U.S. Department of Agriculture. The Dietary Reference Intakes are reference values determined by the Food and Nutrition Board of the Institute of Medicine of the National Academy of Sciences. Each meal shall provide the following: (a) A weekly average caloric range of >550-750 calories per meal; and (b) Three (3) ounces of cooked, edible protein in the form of meat, fish, poultry, eggs, cheese or the protein equivalent; and (c) At least one-half (½) cup serving of different cooked vegetables and/or one (1) cup of raw leafy vegetables; and (d) One-half (½) cup serving of fruit; and (e) At least one (1) serving of whole grain; and (f) Eight (8) ounces of fortified fat-free or low-fat milk; and (g) Target 500-750 milligrams of Sodium; and (h) Foods containing a minimum of 25 milligrams of Vitamin C; and (i) Food(s) containing a minimum of 233 micrograms of Vitamin A shall be served at least three (3) times per week. These meals and any other Senior Nutrition Program meals served by Contractor shall constitute the menu provided to participants of the Senior Nutrition Program. Any and all supplemental foods and/or enhancements must be reviewed and approved by the VCAAA RD prior to service. The VCAAA will provide Contractor with a menu two (2) weeks in advance of meal service. 580 29 EXHIBIT B BUDGET 581 30 582 1 EXHIBIT C VENTURA COUNTY FOCAL POINTS WITH ADDRESSES CONTRACTOR: CITY OF MOORPARK PROJECT: SENIOR NUTRITION PROGRAM Focal Points* Senior Center** Street Address City ZIP Phone 1 Area Agency on Aging of Ventura County No 646 County Square Drive Ventura 93003 805-477-7300 2 Camarillo Health Care District No 3687 E. Las Posas Road, #188 (Bldg. H) Camarillo 93020 800-900-8582 3 Fillmore Active Adult CenterManaged by City of Fillmore Yes 535 Santa Clara Avenue Fillmore 93015 805-524-3030 4 Goebel Adult Community Center A collaboration of City of Thousand Oaks & Conejo Recreation & Park District Yes 1385 E. Janss Road Thousand Oaks 91362 805-381-2744 5 HELP of Ojaia nonprofit organization Yes 370 Baldwin Road Ojai 93022 805-646-5122 6 Moorpark Active Adult Center Managed by City of Moorpark Yes 799 Moorpark Avenue Moorpark 93021 805-517-6261 7 Palm Vista Senior Center Managed by City of Oxnard Yes 801 South C Street Oxnard 93030 805-385-8163 8 Pleasant Valley Senior CenterManaged by Pleasant Valley Park & Rec District Yes 1605 E. Burnley Street Camarillo 93010 805-482-4881 8 Port Hueneme Senior Center Orvene S. Carpenter Community Center Managed by City of Port Hueneme Yes 550 Park Avenue Port Hueneme 93041 805-986-6542 9 Santa Paula Senior CenterManaged by City of Santa Paula Yes 530 West Main Street Santa Paula 93060 805-933-4226x356 10 Simi Valley Senior CenterManaged by City of Simi Valley Yes 3900 Avenida Simi Simi Valley 93065 805-583-6363 11 Colonia Senior CenterManaged by City of Oxnard Yes 197 North Marquita Street Oxnard 93033 805-385-7970 12 Ventura Avenue Adult Center Managed by City of Ventura Yes 550 N. Ventura Avenue Ventura 93001 805-648-3035 13 Conejo Valley Senior Concerns a nonprofit organization No 401 Hodencamp Road Thousand Oaks 91360 805-497-0189 14 Wilson Senior CenterManaged by City of Oxnard Yes 350 North C Street Oxnard 93030 805-385-8028 Focal Points for Title III E Eligible Family Caregivers 1 Conejo Valley Senior Concerns a nonprofit organization No 401 Hodencamp Road Thousand Oaks 91360 805-497-0189 2 Wellness & Caregiver Center of VCOperated by Camarillo Health Care District No 3687 E. Las Posas Road, #188 (Bldg. H) Camarillo 93020 800-900-8582 NOTE: The designation of a focal point and a senior center depends on the array of services offered (see definitions below). *Focal Point – Facilities designated as focal points provide a comprehensive delivery of social services, such as information and assistance, recreation, nutrition, social, mental health, etc. They may house a variety of services in the same location (collocation) used by other providers of services to seniors. The federal Older Americans Act defines a focal point as a facility established to encourage maximum collocation and coordination of services for older persons. **Senior Center – The federal Older Americans Act defines a senior center as a community facility for the organization and delivery of a broad spectrum of services, including health, mental health, social, nutrition, educational services, and recreational activities for older individuals. 583 RESOLUTION NO. 2024-_____ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOORPARK, CALIFORNIA, AUTHORIZING AN AGREEMENT WITH THE VENTURA COUNTY HUMAN SERVICES AGENCY, AREA AGENCY ON AGING FOR SENIOR NUTRITION PROGRAM SERVICES WHEREAS, the City Council is dedicated to the support of beneficial programs for older Americans in the City of Moorpark; and WHEREAS, meeting the nutrition needs of older Americans is a significant means of maintaining health and wellness in our older population; and WHEREAS, funds for the Senior Nutrition Program at the Active Adult Center are available through an Agreement with the Ventura County Human Services Agency, Area Agency on Aging. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The City Council hereby approves an Agreement with the Ventura County Human Services Agency, Area Agency on Aging for the provision of Senior Nutrition Program services and authorizes the City Manager to sign the Agreement and all related documents, including annual renewals, subject to final language approval of the City Manager. SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions. PASSED AND ADOPTED this 19th day of June, 2024. ________________________________ Chris R. Enegren, Mayor ATTEST: ___________________________________ Ky Spangler, City Clerk ATTACHMENT 3 584