HomeMy WebLinkAboutAgreementCOUNTY CONTRACT NUMBER 547767
AGREEMENT WITH CITY OF NATIONAL CITY
FOR SENIOR NUTRITION PROGRAM
This Agreement ("Agreement") is made and entered into on the date shown on the signature page ("Effective Date") by and
between the County of San Diego, a political subdivision of the State of California ("County") and Contractor, City of National
City, located at 1243 National City Blvd., National City CA 91950, (" Contractor"), with reference to the following facts:
RECITALS
A. The County, by action of the Board of Supervisors Minute Order No. 08, June 18, 2013 authorized the Director of
Purchasing and ContractingJ, to award a Contract for Senior Nutrition.
B. Contractor is specially trained and possesses certain skills, experience, education and competency to perform these
services.
C. The Chief Administrative Officer made a determination that Contractor can perform the services more economically and
efficiently than the County, pursuant to Section 703.10 of the County Charter.
D. The Agreement shall consist of this document, Exhibit A Statement of Work, Exhibit B Insurance Requirements and
Exhibit C, Payment Schedule. In the event that any provision of the Agreement or its Exhibits, A, B or C, conflicts with
any other term or condition, precedence shall be: First (1st) the Agreement; Second (2nd) Exhibit B; Third (3rd) Exhibit A;
and Fourth (4th) Exhibit C.
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:
ARTICLE 1
PERFORMANCE OF WORK
1.1 Standard of Performance. Contractor shall, in good and workmanlike manner and in accordance with the highest
professional standards, at its own cost and expense, furnish all of the labor, technical, administrative, professional and all
other personnel, all supplies and materials, equipment, printing, transportation, facilities, and all other means whatsoever,
except as herein otherwise expressly specified to be furnished by County, necessary or proper to perform and complete the
work and provide the services required of Contractor by this Agreement.
1.2 Contractor's Representative. The person identified on the signature page ("Contractor's Representative") shall ensure that
Contractor's duties under this Agreement shall be performed on behalf of the Contractor by qualified personnel; Contractor
represents and warrants that (1) Contractor has fulfilled all applicable requirements of the laws of the State of California to
perform the services under this Agreement and (2) Contractor's Representative has full authority to act for Contractor
hereunder. Contractor and County recognize that the services to be provided by Contractor's Representative pursuant to
this Agreement are unique: accordingly, Contractor's Representative shall not be changed during the Term of the
Agreement without County's written consent. County reserves the right to terminate this Agreement pursuant to Clause 7.1
"Termination for Default", if Contractor's Representative should leave Contractor's employ, or if, in County's judgment,
the work hereunder is not being performed by Contractor's Representative.
1.3 Contractor as Independent Contractor. Contractor is, for all purposes of this Agreement, an independent Contractor, and
neither Contractor nor Contractor's employees or subcontractors shall be deemed to be employees of the County.
Contractor shall perform its obligations under this Agreement according to the Contractor's own means and methods of
work which shall be in the exclusive charge and under the control of the Contractor, and which shall not be subject to
control or supervision by County except as to the results of the work. Neither Contractor nor Contractor's employees or
subcontractors shall be entitled to any benefits to which County employees are entitled, including without limitation,
overtime, retirement benefits, workers' compensation benefits and injury leave.
1.4 Contractor's Agents and Employees or Subcontractors. Contractor shall obtain, at Contractor's expense, all agents,
employees and subcontractors required for Contractor to perform its duties under this Agreement, and all such services shall
be performed by Contractor's Representative, or under Contractor's Representatives' supervision, by persons authorized by
law to perform such services. Retention by Contractor of any agent, employee or subcontractor shall be at Contractor's sole
cost and expense, and County shall have no obligation to pay Contractor's agents, employees or subcontractors; to support
any such person's or entity's claim against the Contractor; or to defend Contractor against any such claim.
Any subcontract or consultant agreement, which is in excess of fifty thousand dollars ($50,000) or twenty five percent
(25%) of the value of the contract, whichever is less, or a combination of subcontracts or consultant agreements to the same
individual or firm for the Agreement period, or any subcontract or consultant agreement for professional medical or mental
health services, regardless of value, must have prior concurrence of the Contracting Officer's Representative ("COR").
Contractor shall provide Contracting Officer Representative with copies of all other subcontracts relating to this Agreement
entered into by Contractor within 30 days after the effective date of the subcontract. Such subcontractors of Contractor shall
be notified of Contractor's relationship to County. "Subcontractor" means any entity, other than County, that furnishes to
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AGREEMENT WITH CITY OF NATIONAL CITY
FOR SENIOR NUTRITION PROGRAM
Contractor services or supplies relevant to this Agreement other than standard commercial supplies, office space, and
printing services.
1.4.1 Contractor Responsibility. In the event any subcontractor is utilized by Contractor for any portion of the project,
Contractor retains the prime responsibility for carrying out all the terms of this Agreement, including the responsi-
bility for performance and insuring the availability and retention of records of subcontractors in accordance with
this Agreement. No subcontract utilizing funds from this Agreement shalt be entered into which has a term
extending beyond the ending date of this Agreement.
1.4.2 Mandated Clause. All subcontracts shall include the Standard Terms and Conditions required of Contractor
Articles 3, 7, 8, 9, 10, 11, 12, 13 and 16 herein.
1.4.3 County Approval. As identified above, all subcontracts under this Agreement shall have prior written approval of
the Contracting Officer Representative.
ARTICLE 2
SCOPE OF WORK
2.1 Statement of Work. Contractor shall perform the work described in the "Statement of Work" attached as Exhibit "A" to
this Agreement, and by this reference incorporated herein, except for any work therein designated to be performed by
County.
2.2 Right To Acquire Equipment and Services. Nothing in this Agreement shall prohibit the County from acquiring the same
type or equivalent equipment andlor service from other sources, when deemed by the County to be in its best interest.
2.3 Responsibility For Equipment. For cost reimbursement Agreements, County shall not be responsible nor be held liable for
any damage to persons or property consequent upon the use, misuse, or failure of any equipment used by Contractor or any
of Contractor's employees, even though such equipment may be furnished, rented, or loaned to Contractor by County. The
acceptance or use of any such equipment by Contractor or Contractor's employees shall be construed to mean that
Contractor accepts full responsibility for and agrees to exonerate, indemnify and hold harmless County from and against
any and all claims for any damage whatsoever resulting from the use, misuse, or failure of such equipment, whether such
damage be to the employee or property of Contractor, other Contractors, County, or other persons. Equipment includes,
but is not limited to material, computer hardware and software, tools, or other things.
2.3.1 Contractor shall repair or replace, at Contractor's expense all County equipment or fixed assets that are damaged
or lost as a result of Contractor negligence.
2.4 Non -Expendable Property Acquisition. County retains title to all non -expendable property provided to contractor by
county, or which Contractor may acquire with funds from this Agreement if payment is on a cost reimbursement basis,
including property acquired by lease purchase Agreement. Contractor may not expend funds under this Agreement for the
acquisition of non -expendable property having a unit cost of $5,000 or more and a normal life expectancy of more than one
year without the prior written approval of Contracting Officer Representative. Contractor shall maintain an inventory of
non -expendable equipment, including dates of purchase and disposition. Inventory records on expendable equipment shall
be retained, and shall be made available to the County upon request, for at least three years following date of disposition.
Non -expendable property that has value at the end of a contract (e.g. has not been depreciated so that its value is zero), and
which the County may retain title under this paragraph, shall be disposed of at the end of the Agreement as follows: At
County's option, it may: 1) have Contractor deliver to another County contractor or have another County contractor pick up
the non -expendable property; 2) allow the contractor to retain the non -expendable property provided that the contractor
submits to the County a written statement in the format directed by the County of how the non -expendable property will be
used for the public good; or 3) direct the Contractor to return to the County the non -expendable property.
ARTICLE 3
DISENTANGLEMENT
3.1 General Obligations
At County's discretion, Contractor shall accomplish a complete transition of the services as set forth in Exhibit A to this
Agreement (for purposes of this Article 3.1, these shall be referred to as the "Disentangled Services") being terminated
from Contractor and the Subcontractors to County, or to any replacement provider designated by County, without any
interruption of or adverse impact on the Disentangled Services or any other services provided by third parties. This process
shall be referred to as the Disentanglement. Contractor shall fully cooperate with County and any new service provider and
otherwise promptly take all steps, including, but not limited to providing to County or any new service provider all
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COUNTY CONTRACT NUMBER 547767
AGREEMENT WITH CITY OF NATIONAL CITY
FOR SENIOR NUTRITION PROGRAM
requested information or documentation, required to assist County in effecting a complete Disentanglement. Contractor
shall provide all information or documentation regarding the Disentangled Services or as otherwise needed for
Disentanglement, including, but not limited to, data conversion, client files, interface specifications, training staff assuming
responsibility, and related professional services. Contractor shall provide for the prompt and orderly conclusion of all work
required under the Agreement, as County may direct, including completion or partial completion of projects,
documentation of work in process, and other measures to assure an orderly transition to County or the County's designee of
the Disentangled Services. All Contractor work done as part of the Disentanglement shall be performed by Contractor and
will be reimbursed by the County at no more than Contractor's costs, up to the total amount of this Agreement. Contractor
shall not receive any additional or different compensation for the work otherwise required by the Agreement. Contractor's
obligation to provide the Services shall not cease until the earlier of the following: 1) The Disentanglement is satisfactory
to County, including the performance by Contractor of all asset -transfers and other obligations of Contractor provided in
this Paragraph, has been completed to the County's reasonable satisfaction or 2) twelve (12) months after the Expiration
Date of the Agreement.
3.2 Disentanglement Process
The Disentanglement process shall begin on any of the following dates: (i) the date County notifies Contractor that no
funds or insufficient funds have been appropriated so that the. Term shall be terminated pursuant to the Agreement, Article
7; (ii) the date designated by County not earlier than sixty (60) days prior to the end of any initial or extended term that
County has not elected to extend pursuant to the Agreement's, Signature Page, Contract Term; or (iii) the date any
Termination Notice is delivered, if County elects to terminate any or all of the Services pursuant to the Agreement, Article
7. Subject to Exhibit A Contractor's obligation to perform Disentangled Services, and County's obligation to pay for
Disentangled Services, shall expire: (A) when finds appropriated for payment under this Agreement are exhausted, as
provided in this Agreement, Article 7; (B) at the end of the initial or extended term set forth in this Agreement's, Signature
Page, Contract Term; or (C) on the Termination Date, pursuant to this Agreement, Article 7 (with the applicable date an
which Contractor's obligation to perform the Services expires being referred to herein as the "Expiration Date").
Contractor and County shall discuss in good faith a plan for determining the nature and extent of Contractor's
Disentanglement obligations and for the transfer of the Disentangled Services in process provided, however, that
Contractor's obligation under this Agreement to provide all Disentangled Services shall not be lessened in any respect.
3.3 Specific Obligations
The Disentanglement shall include the performance of the following specific obligations:
3.3.1 No Interruption or Adverse Impact
Contractor shall cooperate with County and all of the County's other service providers to ensure a smooth transition
at the time of Disentanglement, with no interruption of Disentangled Services or other work required under the
Agreement, no adverse impact on the provision of Disentangled Services or other work required under the
Agreement or County's activities, no interruption of any services provided by third parties, and no adverse impact
on the provision of services provided by third parties.
3.3.2 Third -Party Authorizations
Without limiting the obligations of Contractor pursuant to any other clause in Exhibit A herein, Contractor shall,
subject to the terms of any third -party contracts, procure at no charge to County any third -party authorizations
necessary to grant County the use and benefit of any third -party contracts between Contractor and third -party
contractors used to provide the Disentangled Services, pending their assignment to County. Similarly, at County's
direction, Contractor shall obtain all legally necessary client consents or authorizations legally necessary to transfer
client data to County or any new service provider.
3.3.3 (Reserved)
3.3.4 Return. Transfer and Removal of Assets
3.3.4.1 Contractor shall return to County all County assets in Contractor's possession, pursuant to Paragraph 2.4
of the Agreement.
3.3.4.2 County shall be entitled to purchase at net book value those Contractor assets used for the provision of
Disentangled Services to or for County, other than those assets expressly identified by the Parties as not
being subject to this provision. Contractor shall promptly remove from County's premises, or the site of
the work being performed by Contractor for County, any Contractor assets that County, or its designee,
chooses not to purchase under this provision.
3.3.5 Transfer of Leases. Licenses, and Contracts
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COUNTY CONTRACT NUMBER 547767
AGREEMENT WITH CITY OF NATIONAL CITY
FOR SENIOR NUTRITION PROGRAM
Contractor, at its expense, shall convey or assign to County or its designee such fully -paid leases, licenses, and
other contracts used by Contractor, County, or any other Person in connection with the Disentangled Services, as
County may select, when such leases, licenses, and other contracts have no other use by Contractor, Contractor's
obligation described herein, shall include Contractor's performance of all obligations under such leases, licenses,
and other contracts to be performed by it with respect to periods prior to the date of conveyance or assignment and
Contractor shall reimburse County for any losses resulting from any claim that Contractor did not perform any such
obligations,
3.3.6 Delivery of Documentation
Contractor shall deliver to County or its designee, at County's request, all documentation and data related to
County, including, but not limited to, the County Data and client files, held by Contractor, and Contractor shall
destroy all copies thereof not turned over to County, all at no charge to County. Notwithstanding the foregoing,
Contractor may retain one (1) copy of the documentation and data, excluding County Data, for archival purposes or
warranty support.
3.4 Findings Confidential. Any reports, information, data, etc., given to or prepared or assembled by Contractor under this
Agreement which the County requests to be kept as confidential shall not be made available to any individual or
organization by the Contractor without the prior written approval of the County.
3.5 Publication, Reproduction or Use of Materials. No material produced, in whole or in part, under this Agreement shall be
subject to copyright in the United States or in any other country. The County shall have unrestricted authority to publish,
disclose, distribute and otherwise use, in whole or in part, any reports, data or other materials prepared under this
Agreement. All reports, data and other materials prepared under this Agreement shall be the property of the County upon
completion of this Agreement.
ARTICLE 4
COMPENSATION
The Payment Schedule, and/or budget are in Exhibit C and the compensation is on the Signature page. County will pay
Contractor the agreed upon price(s), pursuant to Exhibit C for the work specified in Exhibit A, Statement of Work. The County
is precluded from making payments prior to receipt of services (advance payments). Contractor shall provide and maintain an
accounting and financial support system to monitor and control costs to assure the Agreements completion. Invoices are subject
to the requirements below.
4.] Fiscal for Provisional Rate, or Fixed Price Contracts with Cost Reimbursement Elements (Rev. 7/31/08)
4.1.1 General Principles. If cost reimbursement elements or provisional rates are included in this Agreement, Contractor
shall comply with generally accepted accounting principles and good business practices, including all applicable
cost principles published by the Federal Office of Management and Budget (OMB), including A-122, which can be
viewed at http:/fwww.whitehouse.gov/omb/circular:s. Contractor shall comply with all Federal, State and other
funding source requirements. Contractor shall, at its own expense, furnish all cost items associated with this
Agreement except as herein otherwise specified in Exhibit C or elsewhere to be furnished by County. Contractor
shall submit annually to County a cost allocation plan in accordance with OMB guidelines.
If the pricing schedule and budget are segregated, the Payment Schedule is in Exhibit C-1 and the budget for cost
reimbursement elements is in Exhibit C-2. Invoices are subject to the requirements of Paragraph 4.2 below.
4.1.2 Agreement Budget for Cost Reimbursement Elements. In no event shall the Agreement budget total be increased
or decreased prior to County approved Agreement amendment. Some budget line item adjustments require County
review and approval. Adjustments requiring County review and approval are listed in Exhibit C-2 "Contractor's
Budget."
4.1.3 Administrative Adiustment. The COR may make administrative Agreement adjustments to change or modify the
budget as long as the total Agreement amount or Agreement term is not modified.
4.1.4 Agreement Amendment. An Agreement amendment signed by the Contracting Officer is required to modify the
total Agreement amount or Agreement term.
4.1.5 Maximum Price. During the performance period of this Agreement, the maximum price for the same or similar
items and/or services shall not exceed the lowest price at which Contractor then offers the items and/or services to
its most favored customer.
4.2 Invoices and Payment
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COUNTY CONTRACT NUMBER 547767
AGREEMENT WITH CITY OF NATIONAL CITY
FOR SENIOR NUTRITION PROGRAM
4.2.1 Invoices. County agrees to pay Contractor in arrears only after receipt and approval of properly completed monthly
invoices by the Contracting Officer's Representative ("COR") for the work performed in the prior month, Invoices
shall be detailed and itemized referencing the Agreement number pursuant to Exhibit C, documenting the total
invoiced amount by Contractor. Contractor's monthly invoices shall include a statement certifying whether it is in
compliance with Paragraph 8.15 of this Agreement
4.2.2 Provisional Rates / Cost Reimbursement Elements. For provisional rates, or cost reimbursement elements,
Contractor shall maintain records of its actual costs, as required herein, for those services paid under a provisional
rate or as cost reimbursement. Contractor's last payment each fiscal year shall be withheld until after County and
Contractor reconcile Contractor's actual costs with the amount paid from the provisional rates, if any. If County
has paid Contractor more than their actual costs, Contractor shall refund County the excess amount paid in
accordance with Paragraph 4.2.3. If Contractor's actual costs are more than the amount paid by County, County
will pay Contractor the difference, up to, but not to exceed the annual contract amount identified in the Signature
Page, in accordance with Paragraph 4.2.3 County's obligation to pay is also subject to the other requirements of this
Agreement.
4,2.3 Payments. Payment for the services performed under this Agreement shall be in accordance with Exhibit C, unless
other payment methodologies are negotiated and agreed to by both Contractor and County. Contractor shalt
maintain supporting documentation of expenses as specified in Articles 11 and 13 for provisional rates or cost
reimbursement elements. Payments will be made in arrears after receipt of properly completed invoice approved
by the COR. Payment shall be NET 30 days from receipt and approval of invoice unless otherwise stated.
For Provisional Rates, County will reimburse the good faith estimate of the actual allowable, allocable and
reasonable costs incurred associated with the work performed during the month of service. Contractor shall
maintain supporting documentation of expenses as specified in Articles 11 and 13.
4.2.3.1 This monthly invoice shall reflect a good faith estimate of the actual allowable, allocable and reasonable
costs incurred associated with the work performed during the month of service. This good faith estimate
shall be based on the budgeted net unit cost for each service category, hereafter known as provisional
rates, multiplied by the units provided.
4.2,3.2 Reconciliation of Good Faith Estimates to Actual Allowable Expenses. Contractor shall submit a cost
report to complete a reconciliation of the actual allowable, allocable and reasonable expenses incurred
associated with the work performed under this agreement twice annually at a minimum; the COR may
require them more frequently. Cost reports submitted by Contractor shall include the actual allowable
cumulative year to date expenses by service category for the period. Upon receipt of each cost report,
County will reconcile year to date payments with year to date actual allowable, allocable and reasonable
expenses and adjust the next monthly invoice for under payments or overpayments in excess of $100.
Cost reports shall also include total amounts over paid by the County to Contractor or under paid by the
County to the Contractor for each month of service. At the end of each fiscal year, Contractor shall
complete an annual reconciliation of the actual allowable expenses incurred associated with the work
performed under this agreement for that fiscal year. Overpayments and underpayments will be adjusted
during the fiscal year and at the end of the fiscal year as instructed by the COR.
4,2.3.3 Final Fiscal Year End Settlements. Contractor shall submit the final cost report reflecting the actual costs
for reimbursement for services performed during the County fiscal year by the final fiscal year settlement
date, which will be established by each program. This settlement date shall be no more than 60 calendar
days from the end of the County fiscal year. Upon receipt of the fiscal year end cost report, County will
reconcile year to date payments with fiscal year end actual allowable, allocable and reasonable expenses.
County will reimburse Contractor for underpayments and will recoup overpayments from Contractor.
County may, in its sole discretion, choose to not process invoices for reimbursement for services
performed during that fiscal year after this date. The County fiscal year shall be defined as July 1,
through June 30, unless otherwise defined in this Agreement.
4.2.3.4 Final Agreement Settlement Date. Contractor shall submit the final invoice for reimbursement for
services performed during the final fiscal year of the contract by the final contract settlement date, which
shall be no more than 60 calendar days from the final date of the contract services. County may, in its
sole discretion, choose to not process invoices for reimbursement for services performed during the final
fiscal year of the contract after the final Agreement settlement date.
4.2.4 Full Compensation. Pending any adjustments by the COR and except as otherwise provided for in the cost reports
submitted by Contractor to County if Provisional Rates are utilized, each invoice approved and paid shall constitute
full and complete compensation to Contractor for all work completed during the billing period pursuant to Exhibit
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COUNTY CONTRACT NUMBER 547767
AGREEMENT WITH CITY OF NATIONAL CITY
FOR SENIOR NUTRITION PROGRAM
A and Exhibit C. This Agreement constitutes the entire Agreement between Contractor and County. Contractor
shall be entitled only to payment and, if Provisional Rates or Reimbursable elements are included in this
Agreement, reimbursement for allowable, allocable and reasonable costs, associated with services pursuant to
Exhibit A.
4.2.5 Prompt Payment for Vendors and Subcontractors
4.2.5.1 Prompt payment for vendors and subcontractors.
4.2,5.1.1 Unless otherwise set forth in this paragraph, Contractor shall promptly pay its vendors and
subcontractor(s) for satisfactory performance under its subcontract(s) to this Agreement. Such
prompt payment shall be no later than thirty (30) days after Contractor receives payment for
such services from County and shall be paid out of such amounts as are paid to Contractor
under this Agreement.
4.2.5.1.2 Contractor shall include a payment clause conforming to the standards set forth in Paragraph
4.2.5.1.1 of this Agreement in each of its subcontracts, and shall require each of its
subcontractors to include such a clause in their subcontracts with each lower -tier
subcontractor or supplier.
4.2,5.2 If Contractor, after submitting a claim for payment to County but before making a payment to a vendor or
subcontractor for the goods or performance covered by the claim, discovers that all or a portion of the
payment otherwise due such vendor or subcontractor is subject to withholding from the vendor or
subcontractor in accordance with the vendor or subcontract agreement, then the Contractor shall:
4,2.5.2.1 Furnish to the vendor or subcontractor and the COR within three (3) business days of
withholding funds from its vendor or subcontractor a notice stating the amount to be withheld,
the specific causes for the withholding under the terms of the subcontract or vendor
agreement; and the remedial actions to be taken by the vendor or subcontractor in order to
receive payment of the amounts withheld.
4.2.5.2.2 Contractor shall reduce the subcontractor's progress payment by an amount not to exceed the
amount specified in the notice of withholding furnished under paragraph 4.2.5,2.1of this
Agreement and Contractor may not claim from the County this amount until its subcontractor
has cured the cause of Contractor withholding funds;
4.2,5.2.3 Upon the vendor's or subcontractor's cure of the cause of withholding funds, Contractor shall
pay the vendor or subcontractor as soon as practicable, and in no circumstances later than ten
(10) days after the Contractor claims and receives such funds from County.
4.2.5.3 Contractor shall not claim from County all of or that portion of a payment otherwise due to a vendor or
subcontractor that Contractor is withholding from the vendor or subcontractor in accordance with the
subcontract agreement where Contractor withholds the money before submitting a claim to County.
Contractor shall provide its vendor or subcontractor and the COR with the notice set forth in Paragraph
4.2,5.2.1 4.lof this Agreement and shall follow Paragraph 4.2.5.2.3 of this Agreement when vendor or
subcontractor cures the cause of Contractor withholding its vendors or subcontractor's funds.
4.2.5.4 Overpayments. If Contractor becomes aware of a duplicate contract financing or invoice payment or that
County has otherwise overpaid on a contract financing or invoice payment, Contractor shall immediately
notify the COR and request instructions for disposition of the overpayment.
4.2.6 Availability of Funding. The County's obligation for payment of any Agreement beyond the current fiscal year is
contingent upon the availability of funding from which payment can be made. No legal liability on the part of the
County shall arise for payment beyond June 30 of the calendar year unless funds are designated by the County and
are made available for such performance.
County shall, in its sole discretion, have the right to terminate or suspend this Agreement or reduce compensation
and service levels proportionately upon thirty (30) days' written notice to Contractor in the event that Federal, State
or County funding for this Agreement ceases or is reduced prior to the ordinary expiration of the term of this
Agreement. In the event of reduction of funding for the Agreement, County and Contractor shall meet within ten
(10) days of written notice to renegotiate this Agreement based upon the modified level of funding. In this case if
no Agreement is reached between County and Contractor within 10 days of the first meeting, either party shall have
the right to terminate this Agreement within ten (10) days written notice of termination.
In the event of termination of this Agreement in accordance with the terms of this Section, Contractor shall be
entitled to retain all sums paid as of the effective date of such termination, subject to any payment offset to which
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County may be entitled, for damages or otherwise, under the terms of this Agreement. In the event of termination
of this Agreement pursuant to this Section, in no event shall Contractor be entitled to any loss of profits on the
portion of this Agreement so terminated, or to other compensation, benefits, reimbursements or ancillary services
other than as herein expressly provided.
4.2.7 Conditions Prerequisite To Payments. County may elect not to make a particular payment if any of the following
exists;
4.2.7.1 Misrepresentation. Contractor, with or without knowledge, made any misrepresentation of substantial and
material nature with respect to any information furnished to County.
4.2.7.2 Unauthorized Actions by Contractor. Contractor took any action pertaining to this Agreement, which
required County approval, without having first received said County approval.
4.2.7.3 Default. Contractor was in default under any terms and conditions of this Agreement.
4.2.7.4 Fees for Service. Contractor implemented a schedule of fees to be charged to clients or third party client
representatives without prior County approval, unless authorized elsewhere in this Agreement.
4.2.8 Withholding Of Payment. County may withhold reimbursement until reports, data, audits, or other information
required for Agreement administration or to meet County, State, Federal or other funding source reporting or
auditing requirements are received and approved by COR or designee. County may also withhold paylment if, in
County's opinion, Contractor is in noncompliance with this Agreement.
4.2.9 Interpretation of Claim Provisions. As used in this Article 4, the term "claim" refers to a claim filed pursuant to
San Diego County Code of Administrative Ordinances Article V-A, "Processing and Certification of Routine
Claims." The term "claim" as used in this Article 4 does not refer to a claim filed pursuant to San Diego County
Code of Administrative Ordinances, Article X, "Claims against the County."
4.2.10 Severability Limits. Severability pertains only to those Agreements that originate in one fiscal year and end in
another fiscal year. This Agreement is severable far and limited to the amounts in the attached budget. In no event
shall Contractor exceed the Severability Limits.
4.2.11 Disallowance. In the event Contractor receives payment from County for a service, reimbursement for which is
later disallowed by County or the State, the Federal government, or any other funding source, Contractor shall
promptly refund the disallowed amount to County on request, or County may offset the amount disallowed from
any payment due to or to become due to Contractor under this Agreement or any other Agreement. Similarly, a
disallowance under a prior Agreement may be offset against this Agreement.
4.2.12 Partial Payment. If Contractor fails to perform specified services, provide specified products or perform services or
provide products timely and in accordance with specified requirements, Contractor shall be paid only the
reasonable cost for the services performed or products provided for the payment period as determined by the COR.
4,2.13 Project Generated Revenue. Project Generated Revenue realized by Contractor in excess of the Agreement budget
shall be utilized in support of the Project.
4.2.13.1 Project Generated Revenue and Expenditures shall be reported at the end of the Agreement period.
4.2.13.2 With COR approval, Contractor may expend a remaining balance of project generated revenue in the
term of a subsequent County Agreement in support of this Project.
4.2.14 Rate of Expense. Contractor shall control its rate of expense in relation to units of service and anticipated revenues.
4.2.15 Contractor shall inform the COR when it is anticipated that the need for services will exceed the approved service
units and budget; however, Contractor's claim/invoice shall not exceed the approved budget.
4.2.16 Any records of revenues, expenditures and/or clinical records under this Agreement shall be subject to compliance
with Federal, State or local laws or regulations and may be audited and/or reviewed by the County and/or the
appropriate Federal, State or County agency. In the event of an audit disallowance of any claimed cost which is
subject to compliance with Federal. State or local law or regulations, Contractor shall be liable for any costs or lost
revenue resulting therefrom.
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AGREEMENT WITH CITY OF NATIONAL CITY
FOR SENIOR NUTRITION PROGRAM
ARTICLE 5
AGREEMENT ADMINISTRATION
5.1 County's Agreement Administrator. The Director of Purchasing and Contracting is designated as the Contracting officer
("Contracting Officer') and is the only County official authorized to make any Changes to this Agreement. The County has
designated the individual identified on the signature page as the Contracting Officer's Representative ("COR")
5.1.1 County's COR will chair Contractor progress meetings and will coordinate County's Agreement administrative
functions. The COR is designated to receive and approve Contractor invoices for payment, audit and inspect
records, inspect Contractor services, and provide other technical guidance as required. The COR is not authorized to
change any terms and conditions of this Agreement. Only the Contracting Officer, by issuing a properly executed
amendment to this Agreement, may make changes to the scope of work or total price.
5.1.2 Notwithstanding any provision of this Agreement to the contrary, County's COR may make Administrative
Adjustments ("AA") to the Agreement, such as line item budget changes or adjustments to the service requirements,
which do not change the purpose or intent of the Statement of Work, the Terms and Conditions, the Agreement
period or the total Agreement price. Each AA shall be in writing and signed by COR and Contractor. All inquiries
about such AA will be referred directly to the COR.
5.2 Agreement Progress Meeting. The COR and other County personnel, as appropriate, will meet periodically with the
Contractor to review the Agreement performance. At these meetings the COR will apprise the Contractor of how the County
views the Contractor's performance and the Contractor will apprise the County of problems, if any, being experienced. The
Contractor shall also notify the Contracting Officer (in writing) of any work being performed, if any, that the Contractor
considers being over and above the requirements of the Agreement. Appropriate action shall be taken to resolve outstanding
issues. The minutes of these meetings will be reduced to writing and signed by the COR and the Contractor. Should the
Contractor not concur with the minutes, the Contractor shall set out in writing any area of disagreement. Appropriate action will
be taken to resolve any areas of disagreement.
ARTICLE G
CHANGES
6.1 Contracting Officer. The Contracting Officer may at any time, by a written order, make changes ("Changes"), within the
general scope of this Agreement, in the definition of services to be performed, and the time (i.e.) hours of the day, days of the
week, etc. and place of performance thereof if any such Change causes an increase or decrease in the cost of, or the time
required for, the performance of any part of the work under this Agreement, whether changed or not changed by such an order,
an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be
modified in writing accordingly. Such changes may require Board of Supervisors approval.
6.2 Claims. Contractor must assert any claim for adjustment under this clause within thirty (30) days from the date of receipt by the
Contractor of the notification of Change; provided, however, that the Contracting Officer, if he decides that the facts justify such
action, may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. Where the
cost of property made obsolete or excess as a result of a change is included in the Contractor's claim for adjustment, the
Contracting Officer shall have the right to prescribe the manner of disposition of such property. Failure to agree to any
adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this Agreement entitled
"Disputes" (Article 15). However, nothing in this clause shall excuse the Contractor from proceeding with this Agreement as
changed.
ARTICLE 7
SUSPENSION, DELAY AND TERMINATION
7.1 Termination For Default. Upon Contractor's breach of this Agreement, County shall have the right to terminate this
Agreement, in whole or part. Prior to termination for default, County will send Contractor written notice specifying the cause.
The notice will give Contractor ten (10) days from the date the notice is issued to cure the default or make progress satisfactory
to County in curing the default, unless a different time is given in the notice. If County determines that the default contributes to
the curtailment of an essential service or poses an immediate threat to life, health or property, County may terminate this
Agreement immediately upon issuing oral or written notice to the Contractor without any prior notice or opportunity to cure. In
the event of termination under this Article, all finished or unfinished documents, and other materials, prepared by Contractor
under this Agreement shall become the sole and exclusive property of County.
In the event of such termination, the County may purchase or obtain the supplies or services elsewhere, and Contractor
shall be liable for the difference between the prices set forth in the terminated order and the actual cost thereof to the
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County. The prevailing market price shall be considered the fair repurchase price. Notwithstanding the above, Contractor
shall not be relieved of liability to County for damages sustained by County by virtue of any breach of this Agreement by
Contractor, and County may withhold any reimbursement to Contractor for the purpose of off -setting until such time as the
exact amount of damages due County from Contractor is determined.
If, after notice of termination of this Agreement under the provisions of this clause, it is determined for any reason that the
Contractor was not in default under the provisions of this clause, the rights and obligations of the parties shall, if this
Agreement contains a clause providing for termination for convenience of the County, be the same as if the notice of
termination had been issued pursuant to such clause.
7.2 Damages For Delay. [f Contractor refuses or fails to prosecute the work, or any separable part thereof, with such diligence
as shall ensure its completion within the time specified in this Agreement, or any extension thereof, or fails to complete
said work within such time, County will be entitled to the resulting damages caused by the delay. Damages will be the cost
to County incurred as a result of continuing the current level and type of service over that cost that would be incurred had
the Agreement segments been completed by the time frame stipulated and any other damages suffered by County.
7.3 County Exemption From Liability. In the event there is a reduction of funds made available by County to Contractor under
this or subsequent Agreements, the County of San Diego and its Departments, officers and employees shall incur no
liability to Contractor and shall be held harmless from any and all claims, demands, losses, damages, injuries, or liabilities
arising directly or from such action.
7.4 Full Cost Recovery Of Investigation And Audit Costs. Contractor shall reimburse County of San Diego for all direct and
indirect expenditures incurred in conducting an audit/investigation when Contractor is found in violation (material breach)
of the terms of the Agreement. Reimbursement for such costs shall be withheld from any amounts due to Contractor
pursuant to the payment terms of the Agreement, or from any other amounts due to Contractor from County.
7.5 Termination For Convenience. The County may, by written notice stating the extent and effective date terminate this
Agreement for convenience in whole or in part, at any time. The County shall pay the Contractor as full compensation for
work performed in accordance with the terms of this Contract until such termination:
7.5.1 The unit or pro rata price for any delivered and accepted portion of the work.
7.5.2 A reasonable amount, as costs of termination, not otherwise recoverable from other sources by the Contractor as
approved by the County, with respect to the undelivered or unaccepted portion of the order, provided compensation
hereunder shall in no event exceed the total price.
7.5.3 In no event shall the County be liable for any loss of profits on the resulting order or portion thereof so terminated.
7.5.4 County's termination of this Agreement for convenience shall not preclude County from taking any action in law or
equity against Contractor for:
7.5.4.1 Improperly submitted claims, or
7,5.4.2 Any failure to perform the work in accordance with the Statement of Work, or
7.5.4.3 Any breach of any term or condition of the Agreement, or
7.5.4.4 Any actions under any warranty, express or implied, or
7,5.4.5 Any claim of professional negligence, or
7.5.4.6 Any other matter arising from or related to this Agreement, whether known, knowable or unknown
before, during or after the date of termination.
7.6 County reserves the right to terminate and/or prohibit, without prior notice, contractor and contractor's employees,
subcontractors, or consultants from accessing County data systems, County owned software applications, including
websites, domain names, platforms, physical files, and/or treating patients/clients.
7.7 Suspension Of Work. The Contracting Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or
any part of the work of this contract for the period of time that the Contracting Officer determines appropriate for the
convenience of the Government.
7.8 Remedies Not Exclusive. The rights and remedies of County provided in this article shall not be exclusive and are in
addition to any other rights and remedies provided by law or under resulting order,
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ARTICLE 8
COMPLIANCE WITH LAWS AND REGULATIONS
8.1 Compliance with Laws and Regulations. Contractor shall at all times perform its obligations hereunder in compliance with
all applicable Federal, State, County, and local laws, rules, and regulations, current and hereinafter enacted, including
facility and professional licensing and/or certification laws and keep in effect any and all licenses, permits, notices and
certificates as are required. Contractor shall further comply with all laws applicable to wages and hours of employment,
occupational safety, and to fire safety, health and sanitation.
8.2 Contractor Permits and License. Contractor certifies that it possesses and shall continue to maintain or shall cause to be
obtained and maintained, at no cost to the County, all approvals, permissions, permits, licenses, and other forms of
documentation required for it and its employees to comply with all existing foreign or domestic statutes, ordinances, and
regulations, or other laws, that may be applicable to performance of services hereunder. The County reserves the right to
reasonably request and review all such applications, permits, and licenses prior to the commencement of any services
hereunder.
8.3 Equal Opportunity. Contractor shall comply with the provisions of Title VII of the Civil Rights Act of 1964 in that it will
not discriminate against any individual with respect to his or her compensation, terms, conditions, or privileges of
employment nor shall Contractor discriminate in any way that would deprive or intend to deprive any individual of
employment opportunities or otherwise adversely affect his or her status as an employee because of such individual's race,
color, religion, sex, national origin, age, handicap, medical condition, sexual orientation or marital status.
8.4 Affirmative Action. Each Contractor of services and supplies employing fifteen (15) or more full-time permanent
employees, shall comply with the Affirmative Action Program for Vendors as set forth in Article IIIk (commencing at
Section 84) of the San Diego County Administrative Code, which program is incorporated herein by reference. A copy of
this Affirmative Action Program will be furnished upon request by COR or from the County of San Diego Internet web -site
(www.co.san-d i ego.ca. us).
8.5 Non Discrimination. Contractor shall ensure that services and facilities are provided without regard to ethnic group
identification, race, color, nation origin, creed, religion, age, sex, or physical, mental disability, political affiliation and
marital status in accordance with Title IX of the Education Amendments of 1972; Title ViI of the Civil Rights Act of 1964
(42 U.S.C. 2000-d), the Age Discrimination of 1975 (42 U.S.C. 6101), Article 9.5. Chanter 1. Part 1. Division 2. Title 2
(Section 11135. et seq) of the California Government Code, Title 9. Chapter 4. Subchapter 6 (Section 10800. et seq.) of the
OCR and California Dept ofSocial Services Manual of Policies and Procedures (CDSS MPP) Division 21.
8.6 AIDS Discrimination. Contractor shall not deny any person the full and equal enjoyment of, or impose less advantageous
terms, or restrict the availability of, the use of any County facility or participation in any County funded or supported
service or program on the grounds that such person has Acquired Immune Deficiency Syndrome, AIDS -related complex
(ARC), or AIDS -related status (ARS), as those terms are defined in Chapter 1. Section 32.1203. San Diego County Code of
Regulatory Ordinances.
8.7 American With Disabilities Act (ADA) 1990. Contractor shall not discriminate against qualified people with disabilities in
employment, public services, transportation, public accommodations and telecommunications services in compliance with
the Americans with Disabilities Act (ADA) and California Administrative Code Title 24.
8.8 Political Activities Prohibited. None of the funds, provided directly or indirectly, under this Agreement shall be used for
any political activities or to further the election or defeat of any candidate for public office. Contractor shall not utilize or
allow its name to be utilized in any endorsement of any candidate for elected office. Neither the Agreement nor any funds
provided thereunder shall be utilized in support of any partisan political activities, or activities for or against the election of
a candidate for an elected office.
8.9 Lobbying. Contractor agrees to comply with the lobbying ordinances of the County and to assure that its officers and
employees comply before any appearance before the County Board of Supervisors. Except as required by this Agreement,
none of the funds provided under this Agreement shall be used for publicity or propaganda purposes designed to support or
defeat any legislation pending before State and Federal Legislatures, the Board of Supervisors of the County, or before any
other local governmental entity. This provision shall not preclude Contractor from seeking necessary permits, licenses and
the like necessary for it to comply with the terms of this Agreement.
8.10 Religious Activity Prohibited. There shall be no religious worship, instructions or proselytization as part of or in connec-
tion with the performance of this Agreement.
8.11 Drug and Alcohol -Free Workplace. The County of San Diego, in recognition of individual rights to work in a safe,
healthful and productive work place, has adopted a requirement for a drug and alcohol free work place, County of San
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Diego Drug and Alcohol Use Policy C-25. This policy provides that all County -employed Contractors and Contractor
employees shall assist in meeting this requirement.
8.11.1 As a material condition of this Agreement, the Contractor agrees that the Contractor and the Contractor employees,
while performing service for the County, on County property, or while using County equipment:
8.11.1.1 Shall not be in any way impaired because of being under the influence of alcohol or a drug.
8.11.1.2 Shall not possess an open container of alcohol or consume alcohol or possess or be under the influence of
an illegal drug.
8.11.1.3 Shall not sell, offer, or provide alcohol or an illegal drug to another person; provided, however, that the
foregoing restriction shall not be applicable to a Contractor or Contractor employee who as part of the
performance of normal job duties and responsibilities prescribes or administers medically prescribed
drugs.
8.11.2 Contractor shall inform all employees who are performing service for the County on County property or using
County equipment of the County objective of a safe, healthful and productive work place and the prohibition of
drug or alcohol use or impairment from same while performing such service for the County.
8.11.3 The County may terminate for default or breach this Agreement, and any other Agreement the Contractor has with
the County, if the Contractor, or Contractor employees are determined by the Contracting Officer not to be in
compliance with the conditions listed herein.
8.12 Board of Supervisors' Policies. Contractor represents that it is familiar, and shall use its best efforts to comply, with the
following policies of the Board of Supervisors:
8.12.1 Board Policy B-67, which encourages the County's Contractors to offer products made with recycled materials,
reusable products, and products designed to be recycled to the County in response to the County's requirements;
and
8.12.2 Board Policies B-53 and B-39a, which encourage the participation of small and disabled veterans' business
enterprises in County procurements; and
8.12.3 Zero Tolerance For Fraudulent Conduct In County Services. Contractor shall comply with County of San Diego
Board of Supervisors Policy A-120 "Zero Tolerance for Fraudulent Conduct in County Services." There shall be
"Zero Tolerance" for fraud committed by Contractors in the administration of County programs and the provision
of County services. Upon proven instances of fraud committed by independent Contractors in connection with
their performance under the Agreement, said Agreement shall be terminated; and
8.12.4 Interlocking Directorate, In recognition of County Policy A-79, not -for -profit Contractors shall not subcontract
with related for -profit subcontractors for which an interlocking relationship exist unless specifically authorized in
writing by the Board of Supervisors; and
8.12.5 Zero Tolerance In Coaching Medi-Cal Or Welfare Clients (Including Undocumented Immigrants). The County of
San Diego in recognition of its unique geographical location and the utilization of Welfare and Medi-Cal system by
foreign nationals who are not legal residents of this county or country, has adopted a Zero Tolerance policy and
shall aggressively prosecute employees and Contractors who coach Medi-Cal or Welfare clients (including un-
documented immigrants), to obtain services for which they are not otherwise entitled.
As a material condition of this Agreement, Contractor agrees that the Contractor and Contractor's employees, while
performing service for the County, on County property or while using County equipment shall not:
(a) in any way coach, instruct, advise, or guide any Medi-Cal or Welfare clients or prospective clients who are
undocumented immigrants on ways to obtain or qualify for Medi-Cal assistance, for which they are not
otherwise entitled.
(b) support or provide funds to any organization engaged directly or indirectly in advising undocumented
immigrants on ways to obtain or qualify for Medi-Cal assistance, for which they are not otherwise entitled.
Contractor shall inform all employees that are performing service for the County on County property or using
County equipment of County's Zero Tolerance Policy as referenced herein.
County may terminate for default or breach this Agreement and any other Agreement Contractor has with County,
if Contractor or Contractor employees are determined not to be in compliance with the conditions stated herein.
8.13 Cartwright Act. Following receipt of final payment under the Agreement, Contractor assigns to the County all rights, title
and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the
Cartwright act (Chapter 1) (commencing with Section 16700) of Part 2 of Division 7 of the 13usiness and Professions
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Code). arising from purchases of goods, materials, or services by the Contractor for sale to the County under this
Agreement.
8.14 Hazardous Materials. Contractor shall comply with all Environmental Laws and all other laws, rules, regulations, and
requirements regarding Hazardous Materials, health and safety, notices, and training. Contractor agrees that it will not
store any Hazardous Materials at any County Facility for periods in excess of ninety (90) days or in violation of the
applicable site storage limitations imposed by Environmental Law. Contractor agrees to take, at its expense, all actions
necessary to protect third parties, including, without limitation, employees and agents of the County, from any exposure to
Hazardous Materials generated or utilized in its performance under this Agreement. Contractor agrees to report to the
appropriate governmental agencies all discharges, releases, and spills of Hazardous Materials that are required to be
reported by any Environmental Law and to immediately notify the County of it. Contractor shall not be liable to the
County for the County's failure to comply with, or violation of; any Environmental Law. As used in this section, the term
"Environmental Laws" means any and all federal, state or local laws or ordinances, rules, decrees, orders, regulations or
court decisions (including the so-called "common law"), including, but not limited to, the Resource Conservation and
Recovery Act, relating to hazardous substances, hazardous materials, hazardous waste, toxic substances, environmental
conditions or other similar substances or conditions. As used in this section the term "Hazardous Materials" means any
chemical, compound, material, substance or other matter that: (a) is a flammable, explosive, asbestos, radioactive nuclear
medicine, vaccine, bacteria, virus, hazardous waste, toxic, overtly injurious or potentially injurious material, whether
injurious or potentially injurious by itself or in combination with other materials; (b) is controlled, referred to, designated in
or governed by any Environmental Laws; (c) gives rise to any reporting, notice or publication requirements under any
Environmental Laws, or (d) is any other material or substance giving rise to any liability, responsibility or duty upon the
County or Lessee with respect to any third person under any Environmental Laws.
5.15 Debarment And Suspension. As a sub -grantee of federal funds under this Agreement, Contractor certifies that it, its
principals, its employees and its subcontractors:
815.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from
covered transactions by any Federal Department or agency;
8.15.2 Have not within a 3-year period preceding this Agreement been convicted of or had a civil or administrative
judgment rendered against them for the commission of fraud or a criminal offense or civil action in connection with
obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction; violation of Federal or
State anti-trust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of
records, making false statements, receiving stolen property; physical, financial or sexual abuse or misconduct with
a patient or client, or medical negligence or malpractice;
8.15.3 Are not presently indicted or otherwise criminally, civilly or administratively charged by a government entity
(Federal, State, or local) with commission of any of the offenses enumerated in the paragraph above; and
8.15,4 Have not within a 3-year period preceding this Agreement had one or more public transaction (Federal, State, or
local) terminated for cause or default.
8.16 Display of Fraud Hotline Poster(s). As a material term and condition of this contract, Contractor shall:
8.16,1 Prominently display in common work areas within all business segments performing work under this contract
County of San Diego Office of Ethics and Compliance Ethics Hotline posters;
8,16,2 Posters may be downloaded from the County Office of Ethics and Compliance
http://www, sdcounty. c a. covl cao/o ia_html
8.16,3 Additionally, if Contractor maintains a company website as a method of providing information to employees, the
Contractor shall display an electronic version of the poster(s) at the website
8,16,4 If the Contractor has implemented a business ethics and conduct awareness program, including a reporting
mechanism, the Contractor need not display the County poster;
8.16.5 In the event Contractor subcontracts any of the work performed under this contract, Contractor include this clause
in the subcontract(s) and shall take appropriate steps to ensure compliance by the subcontractor(s).
8.17 False Claims Acts: Contractor and all Subcontractors shall provide information on the Federal and State Claims Acts
information annually to their employees providing services under this contract. The minimum acceptable information may
be found at www.cosdcompliance.org
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ARTICLE 9
CONFLICTS OF INTEREST; CONTRACTOR'S CONDUCT
9.1 Conflicts of Interest. Contractor presently has no interest, including but not limited to other projects or independent
Agreements, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with
the performance of services required to be performed under this Agreement. The Contractor shall not employ any person
having any such interest in the performance of this Agreement. Contractor shall not hire County's employees to perform any
portion of the work or services provided for herein including secretarial, clerical and similar incidental services except upon
the written approval of County. Without such written approval, performance of services under this Agreement by associates
or employees of County shall not relieve Contractor from any responsibility under this Agreement.
9.1.1 California Political Reform Act and Government Code Section 1090 Et Seq. Contractor acknowledges that the
California Political Reform Act ("Act"), Government Code section 81000 et seq., provides that Contractors hired
by a public agency, such as County, may be deemed to be a "public official" subject to the Act if the Contractor
advises the agency on decisions or actions to be taken by the agency. The Act requires such public officials to
disqualify themselves from participating in any way in such decisions if they have any one of several specified
"conflicts of interest" relating to the decision. To the extent the Act applies to Contractor, Contractor shall abide by
the Act. In addition, Contractor acknowledges and shall abide by the conflict of interest restrictions imposed on
public officials by Government Code section 1090 et seq.
9.2 Conduct of Contractor; Confidential Information.
9.2.1 Contractor shall inform the County of all the Contractor's interests, if any, which are or which the Contractor
believes to be incompatible with any interests of the County.
9.2.2 The Contractor shall riot, under circumstances that might reasonably be interpreted as an attempt to influence the
recipient in the conduct of his duties, accept any gratuity or special favor from individuals or organizations with
whom the Contractor is doing business or proposing to do business, in accomplishing the work under this
Agreement.
9.2.3 Contractor shall not use for personal gain or make other improper use of confidential information, which is
acquired in connection with his employment. In this connection, the term "confidential information" includes, but
is not limited to, unpublished information relating to technological and scientific development; medical, personnel,
or security records of the individuals; anticipated materials requirements or pricing actions; and knowledge of
selections of Contractors or subcontractors in advance of official announcement.
9.2.4 The Contractor, or employees thereof, shall not offer directly or indirectly gifts, gratuity, favors, entertainment, or
other items of monetary value to an employee or official of the County.
9.2.5 Referrals. Contractor further covenants that no referrals of clients through Contractor's intake or referral process
shall be made to the private practice of any person(s) employed by the Contractor.
9.3 Prohibited Agreements. As required by Section 67 of the San Di go County Administrative Code, Contractor certifies that
it is not in violation of the provisions of Section 67, and that Contractor is not, and will not subcontract with, any of the
following:
9,3.1. Persons employed by County or of public agencies for which the Board of Supervisors is the governing body;
9,3.2. Profit -making firms or businesses in which employees described in sub -section 9.3.1, above, serve as officers,
principals, partners, or major shareholders;
9.3.3. Persons who, within the immediately preceding twelve (12) months came within the provisions of the above sub-
sections and who (1) were employed in positions of substantial responsibility in the area of service to be performed
by the Agreement, or (2) participated in any way in developing the Agreement or its service specifications; and
9.3.4. Profit -making firms or businesses, in which the former employees described in sub -section 9.3.3 above, serve as
officers, principals, partners, or major shareholders.
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9.4 Limitation. Of Future Agreements Or Grants. It is agreed by the parties to the Agreement that Contractor shall be restricted
in its future Contracting with the County to the manner described below. Except as specifically provided in this clause,
Contractor shall be free to compete for business on an equal basis with other companies.
9.4.1 If Contractor, under the terms of the Agreement, or through the performance of tasks pursuant to this Agreement, is
required to develop specifications or statements of work and such specifications or statements of work are to be
incorporated into a solicitation, Contractor shall be ineligible to perform the work described within that solicitation
as a prime or subcontractor under an ensuing County Agreement. It is further agreed, however, that County will
not, as additional work, unilaterally require Contractor to prepare such specifications or statements of work under
this Agreement.
9.4.2 Contractor may not apply for nor accept additional payments for the same services contained in the Statement of
Work.
ARTICLE 10
INDEMNITY AND INSURANCE
10.1 Indemnity. County shall not be liable for, and Contractor shall defend and indemnify County and the employees and agents
of County (collectively "County Parties"), against any and all claims, demands, liability, judgments, awards, fines,
mechanics' liens or other liens, labor disputes, losses, damages, expenses, charges or costs of any kind or character-,
including attorneys' fees and court costs (hereinafter collectively referred to as "Claims"), related to this Agreement or the
work covered by this Agreement and arising either directly or indirectly from any act, error, omission or negligence of
Contractor or its Contractors, licensees, agents, servants or employees, including, without limitation, Claims caused by the
sole passive negligent act or the concurrent negligent act, error or omission, whether active or passive, of County Parties.
Contractor shall have no obligation, however, to defend or indemnify County Parties from a Claim if it is determined by a
court of competent jurisdiction that such Claim was caused by the sole negligence or willful misconduct of County Parties.
10.2 Insurance. Prior to execution of this Agreement, Contractor must obtain at its own cost and expense, and keep in force and
effect during the term of this Agreement, including all extensions, the insurance specified in Exhibit "B," "Insurance
Requirements," attached hereto.
ARTICLE 11
AUDIT AND INSPECTION OF RECORDS
The County shall have the audit and inspection rights described in this section,
11.1 Audit And Inspection. Contractor agrees to maintain and/or make available within San Diego County accurate books and
accounting records relative to all its activities under this Agreement. Authorized Federal, State or County representatives
shall have the right to monitor, assess, or evaluate Contractor's performance pursuant to this Agreement, said monitoring,
assessments, or evaluations to include but not limited to audits, inspection of premises, reports, and interviews of project
staff and participants.
At any time during normal business hours and as often as County may deem necessary, Contractor shall make available to
County, State or Federal officials for examination all of its records with respect to all matters covered by this Agreement
and will permit County, State or Federal officials to audit, examine and make excerpts or transcripts from such records, and
to make audits of all invoices, materials, payrolls, records of personnel, information regarding clients receiving services,
and other data relating to all matters covered by this Agreement. If an audit is conducted, it will be done in accordance
with generally accepted government auditing standards as described in "Government Auditing Standards," published for
the United States General Accountability Office or the institute of Internal Auditors International Standards for the
Professional Practice of Internal Auditing.
If any services performed hereunder are not in conformity with the specifications and requirements of this Agreement,
County shall have the right to require the Contractor to perform the services in conformity with said specifications and
requirements at no additional increase in total Agreetnent amount. When the services to be performed are of such nature
that the difference cannot be corrected, County shall have the right to (1) require Contractor immediately to take all
necessary steps to ensure future performance of the services in conformity with requirements of the Agreement, and (2)
reduce the Agreement price to reflect the reduced value of the services performed. In the event Contractor fails to perform
the services promptly or to take necessary steps to ensure future performance of the service in conformity with the specif-
ications and requirements of the Agreement, County shall have the right to either (1) by Agreement or to otherwise have
the services performed in conformity with the Agreement specifications and charge to Contractor any cost occasioned to
County that is directly related to the performance of such services, or (2) terminate this Agreement for default as provided
in the Termination clause.
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11.2 External Audits. Health and Human Services (I-IHSA) Contractors shall advised and provide the electronic audit copies to
Agency Contract Support (ACS) at ACS.HHSA@sdcounty.ca.gov. All other contractors will provide the following to their
COR:
11.2.1 COR shall be advised of all pending audits by Federal or State representatives regarding Contracted services
identified in this Agreement within seventy-two (72) hours of the Contractor receiving notice of' the audit,
11.2.2 Contractor shall provide COR with a copy of the draft and final State or Federal audit reports within twenty four
(24) hours of receiving them.
11,2.3 Contractor shall provide COR a copy of the contractor's response to the draft and final State or Federal audit
reports at the same time as response provided to the State or Federal representatives.
11.2.4 Contractor shall provide COR a copy of the State or Federal audit's representative's response to the contractors'
response within forty-eight (48) hours of receiving it. This will continue until the State or Federal auditors have
accepted and closed the audit.
11.3 Cost or Pricing Data. If the Contractor submitted cost or pricing data in connection with the pricing of this Agreement or
any change or modification thereto, unless such pricing was based on adequate price competition, established catalog or
market prices of commercial items sold in substantial quantities of the general public, or prices set by law or regulation, the
Contracting Officer or his representatives who are employees of the County or its agent shall have the right to examine all
books, records, documents and other data of the Contractor related to the negotiation pricing or performance of such
Agreement, change or modification, for the purpose of evaluating the accuracy, completeness and currency of the cost or
pricing data submitted.
11.4 Availability. The materials described above shall be made available at the office of the Contractor, at all reasonable times,
for inspection, audit or reproduction, until the expiration of three (3) years from the date of final payment under this
Agreement, or by section 11.4.1 and 11.4.2, below:
11.4.1 If this Agreement is completely or partially terminated, the records relating to the work terminated shall be made
available for a period of three (3) years from the date of any resulting final settlement.
11.4.2 Record which relate to appeals under the "Disputes" clause of this Agreement, or litigation or the settlement of
claims arising out of the performance of this Agreement, shall be made available until such appeals, litigation, or
claims have been disposed of, or three years after Agreement completion, whichever is longer. County shall keep
the materials described above confidential unless otherwise required by law.
11.5 Subcontract. The Contractor shall insert a clause containing all the provisions of this Article 11 in all subcontract
hereunder except altered as necessary for proper identification of the Contracting parties and the Contracting officer under
the County's prime Agreement.
ARTICLE 12
INSPECTION OF SERVICE
12.1 Subject to Inspection. All performance (including services, materials, supplies and equipment furnished or utilized in the
performance of this Agreement, and workmanship in the performance of services) shall be subject to inspection and test by
the County at all times during the term of this Agreement. Contractor shall cooperate with any inspector assigned by the
County to permit the inspector to determine whether Contractor's performance conforms to the requirements of this
Agreement. County shall perform such inspection in a manner as not to unduly interfere with Contractor's performance.
12.2 Specification and Requirements. If any services performed by Contractor do not conform to the specifications and
requirements of this Agreement, County may require Contractor to re -perform the services until they conform to said
specifications and requirements, at no additional cost, and County may withhold payment for such services until Contractor
correctly performs them. When the services to be performed are of such a nature that Contractor's cannot correct its
performance, the County shall have the right to (1) require the Contractor to immediately take all necessary steps to ensure
future performance of services conforms to the requirements of this Agreement, and (2) reduce the Agreement price to
reflect the reduced value of the services received by County. In the event Contractor fails to promptly re -perform the
services or to take necessary steps to ensure that future performance of the service conforms to the specifications and
requirements of this Agreement, the County shall have the right to either (1) without terminating this Agreement, have the
services performed, by Agreement or otherwise, in conformance with the specifications of this Agreement, and charge
Contractor, and/or withhold from payments due to Contractor, any costs incurred by County that are directly related to the
performance of such services, or (2) terminate this Agreement for default.
Sea-vices'Few latc
ARTICLE 13
USE OF DOCUMENTS AND REPORTS
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AGREEMENT WITH CITY OF NATIONAL CITY
FOR SENIOR NUTRITION PROGRAM
13.1 Findings Confidential. Any reports, information, data, etc., given to or prepared or assembled by Contractor under this
Agreement which the County requests to be kept as confidential shall not be made available to any individual or
organization by the Contractor without the prior written approval of the County.
13.2 Ownership, Publication. Reproduction And Use Of Material. All reports, studies, information, data, statistics, forms,
designs, plans, procedures, systems, and any other material or properties produced under this Agreement shall be the sole
and exclusive property of County. No such materials or properties produced in whole or in part under this Agreement shall •
be subject to private use, copyright or patent right by Contractor in the United. States or in any other country without the
express written consent of County. County shall have unrestricted authority to publish, disclose, distribute and otherwise
use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties
produced under this Agreement.
13.3 Confidentiality. County and Contractor agree to maintain the confidentiality of and take industry appropriate and legally
required measures to prevent the unlawful disclosure of any information that is legally required to be kept confidential.
Except as otherwise allowed by local, State or federal law or regulation and pursuant to this Section 13.3, County and
Contractor agree to only disclose confidential records where the holder of the privilege, whether the County, the Contractor
or a third party, provides written permission authorizing the disclosure. Contractor understands that County must disclose
certain records pursuant to the California Public Records Act ("the Act"). If Contractor demands that County not disclose
requested records Contractor believes qualify for exception or exemption from disclosure pursuant to the Act, County will
comply with Contractor's demand if Contractor identifies those records and the applicable exception(s) or exemption(s), in
writing, within five (5) business days from receipt of County's notice to Contractor of the request for disclosure of records,
If Contractor does not identify the records and reason(s) that it deems some or all of the records to be confidential, County
may disclose those records at its sole discretion. Contractor agrees that its defense and indemnification obligations set forth
in Section 10.1 of this Agreement extend to any Claim (as defined in Section 10.1) against the County Parties (as defined in
Section 10.1) for records the County withholds from disclosure at Contractor's direction. This Section 13.3 shall not
prevent the County or its agents or any other governmental entity from accessing the confidential records for the purpose of
audits or program reviews if that access is legally permissible under the applicable local, State or federal laws or
regulations. Similarly, County or its agent or designee may take possession of the record(s) where legally authorized to do
so.
County may identify, for purposes of clarification, certain laws and regulations that are specifically applicable to
Contractor's work under this Agreement. Those laws and regulations may be set forth in Exhibit A — Statement of Work.
County, however, is under no obligation to identify all applicable laws and regulations and assumes no liability for
identifying confidentiality laws and regulations, if any, applicable to the work under this Agreement.
13.4 Maintenance Of Records. Contractor shall maintain all records and make them available within San Diego County for a
minimum of three (3) years from the ending date of this Agreement unless County agrees in writing to an earlier
disposition or longer where legally required or while under dispute. Contractor shall provide any requested records to
County within 48-hours of the request.
13.5 Custody Of Records. County, at its option, may take custody of Contractor's client records upon Agreement termination or
at such other time as County may deem necessary. County agrees that such custody will conform to applicable confiden-
tiality provisions of State and Federal law. Said records shall be kept by County in an accessible location within San Diego
County and shall be available to Contractor for examination and inspection.
13.6 Audit Requirement. Contractor shall annually engage a Licensed Certified Public Accountant to conduct an annual audit of
their agency's operations. Contractors that expend $500,000 or more of federal grant funds per year shall also have an
audit conducted in compliance with Government Auditing Standards, which includes Single Audit Act Amendments.
Public Law 104-156, and OMB Circular A-133 and 45 CFR part 74.26. Contractors that are commercial organizations (for -
profit) are required to have a non -Federal audit if, during its fiscal year, it expended a total of $500,000 or more under one
or more HHS awards. 45 CFR part 74.26(d) incorporates the threshold and deadlines of OMB Circular A-133 but provides
for -profit organizations two options regarding the type of audit that will satisfy the audit requirements. Contractor shall
include a clause in any Agreement or Agreement Contractor enters into with an audit firm to provide access by the County,
State, Federal Government to the working papers of the independent auditor who prepare the audit for Contractor.
Contractor shall submit two (2) copies of the annual audit report, the audit performed in accordance with OMB Circular A-
13, and the management letter to the County fifteen (15) days atter receipt from the independent Certified Public
Accountant but no later than nine (9) months after the Contractor's fiscal year end.
13.7 Reports. Contractor shall submit reports required in Exhibit A and additional reports as may be requested by the COR and
agreed to by the Contractor. Format for the content of such reports may be developed by County. The timely submission
of these reports is a necessary and material term and condition of this Agreement and Contractor agrees that failure to meet
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COUNTY CONTRACT NUMBER 547767
AGREEMENT WITH CITY OF NATIONAL CITY
FOR SENIOR NUTRITION PROGRAM
specified deadlines will be sufficient cause to withhold payment. Contractor shalt submit to County within thirty (30) days
of the termination of this Agreement a report detailing all work done pursuant to this Agreement by Contractor.
13.8 Evaluation Studies. Contractor shalt participate as requested by the County in research and/or evaluative studies designed
to show the effectiveness and/or efficiency of Contractor services or to provide information about Contractor's project.
ARTICLE 14
(RESERVED)
ARTICLE 15
DISPUTES
Notwithstanding any provision of this Agreement to the contrary, the Contracting Officer shall decide any dispute concerning a
question of fact arising out of this Agreement that is not otherwise disposed of by the parties within a reasonable period of time.
The decision of the Contracting Officer shall be final and conclusive unless determined by a court of competent jurisdiction to
have been fraudulent, capricious, arbitrary or so grossly erroneous as necessarily to imply bad faith. Contractor shall proceed
diligently with its performance hereunder pending resolution by the Contracting Officer of any such dispute. Nothing herein shall
be construed as granting the Contracting Officer or any other administrative official, representative or board authority to decide
questions of law, or issues regarding the medical necessity of treatment or to pre-empt any medical practitioners' judgment
regarding the medical necessity of treatment of patients in their care. The foregoing does not change the County's ability to refuse
to pay for services rendered if County disputes the medical necessity of care.
ARTICLE 16
GENERAL PROVISIONS
16.1 Assignment and Subcontracting. Contractor shall not assign any interest in this Agreement, and shalt not transfer any
interest in the same (whether by assignment or novation), without the prior written consent of the County; County's
consent shall not be unreasonably withheld. The Contractor shall make no Agreement with any party for furnishing any of
the work or services herein contained without the prior written consent of the COR, pursuant to Paragraph 1.4.
16.2 Contingency. This Agreement shall bind the County only following its approval by the Board of Supervisors or when
signed by the Purchasing and Contracting Director.
• 16.3 Entire Agreement. This Agreement, together with all Exhibits attached hereto and other agreements expressly referred to
herein, constitute the entire agreement between the parties with respect to the subject matter contained herein. All prior or
contemporaneous agreements, understandings, representations, warranties and statements, oral or written, including any
proposals from Contractor and requests for proposals from County, are superseded.
16.4 Sections and Exhibits. All sections and exhibits referred to herein are attached hereto and incorporated by reference.
16.5 Further Assurances. Parties agree to perform such further acts and to execute and deliver such additional documents and
instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the
parties.
16.6 Governing Law. This Agreement shall be governed, interpreted, construed and enforced in accordance with the laws of the
State of California.
16.7 Headings. The Article captions, Clause and Section headings used in this Agreement are inserted for convenience of
reference only and are not intended to define, limit or affect the construction or interpretation of any term or provision
hereof.
16.8 Modification Waiver. Except as otherwise provided in Article 6, "Changes," above, no modification, waiver, amendment
or discharge of this Agreement shall be valid unless the same is in writing and signed by both parties.
16.9 Neither Party Considered Drafter. Despite the possibility that one party may have prepared the initial draft of this
Agreement or played the greater role in the physical preparation of subsequent drafts, neither party shall be deemed the
drafter of this Agreement and that, in construing this Agreement in case of any claim that any provision hereof may be
ambiguous, no such provision shall be construed in favor of one party on the ground that such provision was drafted by the
other.
16.10 No Other Inducement. The making, execution and delivery of this Agreement by the parties hereto has been induced by no
representations, statements, warranties or agreements other than those expressed herein.
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FOR SENIOR NUTRITION PROGRAM
16.11 Notices. Notice to either party shall be in writing and either personally delivered or sent by certified mail, postage prepaid,
return receipt requested, addressed to the party to be notified at the address specified herein. Any such notice shall be
deemed received on the date of personal delivery to the party (or such party's authorized representative) or three (3)
business days after deposit in the U.S. Mail or by email, as the case may be to the COR and Contractor's Representative
identified on the signature page.
16.12 Severability. If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise
unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected
thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest
extent permitted by law.
16.13 Successors. Subject to the limitations on assignment set forth in Clause 16.1 above, all terms of this Agreement shalt be
binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, legal
representatives, successors, and assigns.
16.14 Time. Time is of the essence of each provision of this Agreement.
16.15 Time Period Computation. All periods of time referred to in this Agreement shall include all Saturdays, Sundays and state
or national holidays, unless the period of time specifies business days, provided that if the date or last date to perform any
act or give any notice or approval shall fall on a Saturday, Sunday or State or national holiday, such act or notice may be
timely performed or given on the next succeeding day which is not a Saturday, Sunday or State or national holiday.
16.16 Waiver. The waiver by one party of the performance of any term, provision, covenant or condition shall not invalidate this
Agreement, nor shall it be considered as a waiver by such party of any other term, provision, covenant or condition. Delay
by any party in pursuing any remedy or in insisting upon full performance for any breach or failure of any term, provision,
covenant or condition shall not prevent such party from later pursuing remedies or insisting upon full performance for the
same or any similar breach or failure.
16.17 Third Partv Beneficiaries Excluded. This agreement is intended solely for the benefit of the County and its Contractor.
Any benefit to any third party is incidental and does not confer on any third party to this Agreement any rights whatsoever
regarding the performance of this Agreement. Any attempt to enforce provisions of this Agreement by third parties is
specifically prohibited.
16.18 Publicity Announcements and Materials. All public announcements, including those issued on Contractor letterhead, and
materials distributed to the community shall identify the County of San Diego as the funding source for Contracted
programs identified in this Agreement. Copies of publicity materials related to Contracted programs identified in this
Agreement shall be filed with the COR. County shall be advised at least twenty four (24) hours in advance of all locally
generated press releases and media events regarding Contracted services identified in this Agreement. Alcohol and Drug
Prevention Services Contractors shall notify COR or designee at least five (5) business days in advance of all Contractor
generated media releases and media events regarding Contracted services identified in this Agreement.
16.19 Critical Incidents. Contractor shall have written plans or protocols and provide employee training for handling critical
incidents involving instances of violence or threat of violence directed toward staff or clients, breach of confidentiality,
fraud, unethical conduct, or instances of staff or client drug and/or alcohol use at the program. Contractor shall report all
such incidents to the COR within one work day of their occurrence.
16.20 Responsiveness to Community Concerns. Contractor shall notify County within forty eight (48) hours of receipt of any
material complaints including but not limited to complaints referring to issues of abuse or quality of care, submitted to
Contractor verbally or in writing, regarding the operation of Contractor's program or facility under this agreement.
Contractor shall take appropriate steps to acknowledge receipt of said complaint(s) from individuals or organizations.
Contractor shall take appropriate steps to utilize appropriate forums to address or resolve any such complaints received.
Nothing in this provision shall be interpreted to preclude Contractor from engaging in any legally authorized use of its
facility, property or business as approved, permitted or licensed by the applicable authority.
16.21 Criminal Background Check Requirements. Contractor shall ensure that criminal background checks are required and
completed prior to employment or placement of contractor staff and volunteers in compliance with any licensing,
certification, or funding requirements, which may be higher than the minimum standard described herein. At a minimum,
background checks shall be in compliance with Board of Supervisors policy C-28 and are required for any contractor staff
or volunteer assigned to sensitive positions funded by this contract. Sensitive positions are those that, (1) physically
supervise minors or vulnerable adults; (2) have unsupervised physical contact with minors or vulnerable adults; and/or (3)
have a fiduciary responsibility to any County client, or direct access to, or control over, bank accounts or accounts with
financial institutions of any client.
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COUNTY CONTRACT NUMBER 547767
AGREEMENT WITH CITY OF NATIONAL CITY
FOR SENIOR NUTRITION PROGRAM
1.6.21.1 Criminal Background Check. Contractor shall have a documented process to review criminal history of
candidates for employment or volunteers under this Agreement that will be in sensitive positions as defined in
paragraph 16.21.4. At a minimum, Contractor shall check the California criminal history records, or state of
residence for out-of-state candidates. Contractor shall review the information and determine if criminal history
demonstrates behavior that could create an increased risk of harm to clients. Contractor shall document review of
criminal background findings and consideration of criminal history in the selection of a candidate. (Example:
Documented consideration of factors such as: If there is a conviction in the criminal history, how long ago did it
occur? What were the charges? What was the individual convicted of and what was the level of conviction? If
selected, where would the individual work and is the conviction relevant to the position?).
16.21.2 Contractor shall either utilize a subsequent arrest notification service during employee or volunteers' tenure or
perform criminal history annually.
16.21.3 Contractor shall keep the documentation of their review and consideration of the individual's criminal history on
file in accordance with paragraph 13.3 "Maintenance of Records."
16.21.4 Definitions
A. Activities of Daily Living: The basic tasks of everyday life, such as eating, bathing, dressing, toileting, and
transferring.
B. Minor: individuals under the age of eighteen (18) years old.
C. Sensitive Position: A job with responsibilities that can be criminally abused at great harm to the contract or
the clients served. All positions that (1) physically supervise minors or vulnerable adults, (2) have
unsupervised physical contact with minors or vulnerable adults, or (3) have fiduciary responsibility to a
County client or direct access to, or control over client bank accounts, or serve in a financial capacity to the
County client.
D. Vulnerable Adult: (1) Individuals age eighteen (18) years or older, who require assistance with activities of
daily living and who may be put at risk of abuse during service provision, (2) Individuals age eighteen (l8)
years or older who have a permanent or temporary limited physical and/or mental capacity that which may
put them at risk of abuse during service provision because it renders them: unable to make decisions for
themselves, unable to physically defend themselves, or unaware of physical abuse or other harm that could
be perpetrated against them.
E. Volunteer: A person who performs a service willingly and without pay,
16.22 Health Insurance. Contractor shall ask any client if the client or any minor(s) for whom they are responsible have health
insurance coverage. If the response is "no" for client or minor(s) the Contractor shall refer the client to Covered
California at https:/fwww.coveredca.com/ or to 1-800-300-1506.
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COUNTY CONTRACT NUMBER 547767
AGREEMENT WITH CITY OF NATIONAL CITY
FOR SENIOR NUTRITION PROGRAM
SIGNATURE PAGE
AGREEMENT TERM. This Agreement shall be effective this l'` day of July, 2014 ("Effective Date") and end on
June 30, 2015 ("initial Term"), for a total Agreement period of one (1) year.
OPTION TO EXTEND. The County's option to extend is for three (3) increments of one (1) year each for a total
of three (3) years beyond the expiration of the Initial Term, not to exceed June 30, 2018, pursuant to Exhibit C
Pricing Schedule. Unless County notifies Contractor in writing, not less than thirty (30) days prior to the expiration
date that they do not intend to renew the Agreement; the Agreement will be automatically renewed for another year.
Options To Extend For One To Six Additional Months At End Of Agreement. County shall also have the
option to extend the term of this Agreement in one or more increments for a total of no less than one (1) and no
more than six (6) calendar months at the discretion of the County Purchasing and Contracting Director. Each
extension shall be effected by written notice delivered to Contractor no less than fifteen (15) calendar days
prior to expiration of any Agreement term.
The rates set forth in Article 4, Exhibit C, or other pricing section of this Agreement shall apply to any option
exercised pursuant to this option clause unless provision for appropriate price adjustment has been made
elsewhere in this Agreement or by Agreement amendment. All payments are subject to "Availability of
Funds."
COMPENSATION: Pursuant to Exhibit C, County agrees to pay Contractor a sum of three hundred one thousand
two hundred forty two dollars ($301,242) for the initial term of this Agreement and three hundred one thousand two
hundred forty two dollars for each of the one (1) one year option periods, for a maximum Agreement amount of one
million, two hundred four thousand nine hundred sixty eight dollars ($1,204,968) in accordance with the method of
payment stipulated in Article 4. It is understood that the parties will meet and confer on the contract price if
adjustments are made to the scope of work for an extension of the term or terms. These discussions shall not obligate
either party to make a requested adjustment to the scope of work or price except as otherwise set forth in this
Agreement, nor shall it relieve either party of its obligations under the Agreement.
COR. The County has designated the following individual as the Contracting Officer's Representative ("COR")
Albert Venditti, Contract Administrator
Aging & Independence Services
5560 Overland Dr., Suite 310
San Diego, CA 92123
Phone: (858) 505-6958; Fax: (858) 694-2316; e-mail: albert.venditti a sdcounty.ca.gov
CONTRACTOR'S REPRESENTATIVE. The Contractor has designated the following individual as the
Contractor's Representative.
Leslie Deese; City Manager
City of National City
1243 National City Blvd.
National City, CA 91950
Phn: 619-336-4240; Fax: 619-336-4327
IN WITNESS WHEREOF, County and Contractor have executed this Agreement effective as of the date first set
forth above
COUNTY OF SAN DIEGO CITYOFNATIONAL CITY
By: By:
JOHN M. PELLEGRINO, Director RON MORRISON; Mayor, City of National City
Department of Purchasing and Contracting
Date: Date:
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