HomeMy WebLinkAboutReso 15-2021 (21-18)File Number: 21-18
City of South San Francisco
City Council
Resolution: RES 15-2021
P.O. Box 711 (City Hall,
400 Grand Avenue)
South San Francisco, CA
Enactment Number: RES 15-2021
RESOLUTION AUTHORIZING THE ACCEPTANCE
OF $14,780 IN CARES ACT FUNDING FROM SAN
MATEO COUNTY FOR FISCAL YEAR 2020-21 FOR
THE PARKS AND RECREATION DEPARTMENT'S
SENIOR SERVICES PROGRAM, AND AUTHORIZING
THE FINANCE DIRECTOR TO ADJUST THE CITY'S
FISCAL YEAR 2020-2021 OPERATING AND
REVENUE BUDGETS UPON RECEIPT OF FUNDS
PURSUANT TO BUDGET AMENDMENT #21.035.
WHEREAS, the Parks and Recreation Department's Adult Day Care program at Magnolia
Center in South San Francisco has received grant funds from San Mateo County Aging and Adult
Services (AAS) for many years for the purpose of providing Adult Day Care and transportation program
services; and
WHEREAS, AAS has allowed the Department some flexibility in using its fiscal year
2020-2021 grant budget of $28,051 towards alternative support services to seniors in light of
COVID-19; and
WHEREAS, AAS grant funds have been repurposed to pay for staff time and material costs
related to food delivery, weekly wellness and socialization phone calls to Adult Day Care clients and
other South San Francisco seniors, and the creation of activity and information kits that are included
with the food boxes; and
WHEREAS, San Mateo County identified additional Coronavirus Aid, Relief, and Economic
Security (CARES) Act funding in late fall 2020 to be made available to existing AAS contracted
agencies for the purpose of providing COVID-19 related relief services; and
WHERERAS, the City of South San Francisco Senior Services Program received an allocation
of $14,780 in CARES Act funding from San Mateo County as identified in the grant agreement, a draft
attached herewith as Exhibit A; and
WHEREAS, funding will support the Senior Services Program's ongoing essential service of
food delivery, weekly wellness and socialization phone calls to Adult Day Care clients and other South
San Francisco seniors, and the creation of activity and information kits that are included with the food
boxes.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San
Francisco hereby accepts $14,780 in CARES Act funding from San Mateo County for Fiscal Year
2020-21 for the
City of South San Francisco Page 1 Printed on 1128/21
File Number: 21-18 Enactment Number. RES 15-2021
Parks and Recreation Department's Senior Services Program, and authorizes the Finance Director to
adjust the City's Fiscal Year 2020-2021 operating and revenue budgets upon receipt of funds pursuant to
budget amendment #21.035.
At a meeting of the City Council on 1/27/2021, a motion was made by Buenaflor Nicolas, seconded
by Mark Nagales, that this Resolution be approved. The motion passed.
Yes: 4 Mayor Addiego, Vice Mayor Nagales, Councilmember Nicolas, and
Councilmember Coleman
Attest by IA A //,, J1 -,. IiA 11,11 ...........
JsaGovea Acosta, City Clerk
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Agreement No.
AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND CITY OF SOUTH
SAN FRANCISCO
This Agreement is entered into this day of , 20 , by and between the
County of San Mateo, a political subdivision of the state of California, hereinafter called "County," and
CITY OF SOUTH SAN FRANCISCO, hereinafter called "Contractor" (together, the "Parties").
WHEREAS, pursuant to Section 31000 of the California Government Code, County may contract with
independent contractors for the furnishing of such services to or for County or any Department thereof;
and
WHEREAS, on March 3, 2020, the County's Health Officer issued a "Declaration of Local Health
Emergency Regarding Novel Coronavirus 2019," and the County Manager, as the County's Director of
Emergency Services (the "Director"), issued a proclamation of local emergency pursuant to Government
Code section 8630 and Chapter 2.46 of the County's Ordinance Code, which proclamation was ratified by
the Board of Supervisors (the "Board") on March 10, 2020, pursuant to Government Code section 8630,
and extended by the Board on April 7, 2020, until such time as the local emergency is terminated (the
"COVID-19 Local Emergency'); and
WHEREAS, on March 4, 2020, the Governor of the State of California proclaimed a State of Emergency
related to COVID-19 throughout the State of California; and
WHEREAS, on March 13, 2020, the President of the United States proclaimed that the COVID-19
outbreak in the United States constituted a national emergency, beginning March 1, 2020; and
WHEREAS, on March 24, 2020, the Board approved Resolution No. 077305 which, pursuant to
Government Code Section 25502.7, authorized the Director to execute agreements for goods and
services up to and including $500,000, and any amendments to such agreements within such fiscal
provisions; and
WHEREAS, in furtherance of the County's efforts to save lives and protect health and safety in response
to the COVID-19 emergency as declared by the federal, state, and local governments, the parties desire
to enter into this agreement for the provision of the services described herein; and
WHEREAS, in response to COVID-19 crisis, Congress has approved the Coronavirus Aid, Relief, and
Economic Security (CARES) Act which allocated $955 million nationally to support older adults and
people with disabilities in the community during the COVID-19 public health emergency;
WHEREAS, it is necessary and desirable that Contractor be retained for the purpose of providing COVID-
19 related relief services
Now, therefore, it is agreed by the parties to this Agreement as follows:
1. Exhibits and Attachments
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The following exhibits and attachments are attached to this Agreement and incorporated into this
Agreement by this reference:
Exhibit A—Services
Exhibit B—Payments and Rates
Attachment E — Emergency Agreement Requirements
Attachment H—HIPAA Business Associate Requirements
Attachment 1—§ 504 Compliance
2. Services to be performed by Contractor
In consideration of the payments set forth in this Agreement and in Exhibit B, Contractor shall perform
services for County in accordance with the terms, conditions, and specifications set forth in this
Agreement and in Exhibit A.
3. Payments
In consideration of the services provided by Contractor in accordance with all terms, conditions, and
specifications set forth in this Agreement and in Exhibit A, County shall make payment to Contractor
based on the rates and in the manner specified in Exhibit B. County reserves the right to withhold
payment if County determines that the quantity or quality of the work performed is unacceptable. In no
event shall County's total fiscal obligation under this Agreement exceed Fourteen Thousand Seven
Hundred and Eighty Dollars ($14,780). In the event that the County makes any advance payments,
Contractor agrees to refund any amounts in excess of the amount owed by the County at the time of
contract termination or expiration. Contractor is not entitled to payment for work not performed as
required by this agreement.
4. Term
Subject to compliance with all terms and conditions, the term of this Agreement shall be from April 1,
2020 through September 30, 2021
5. Termination
See Attachment E for provisions setting forth the terms of termination.
6. Contract Materials
At the end of this Agreement, or in the event of termination, all finished or unfinished documents, data,
studies, maps, photographs, reports, and other written materials (collectively referred to as "contract
materials") prepared by Contractor under this Agreement shall become the property of County and shall
be promptly delivered to County. Upon termination, Contractor may make and retain a copy of such
contract materials if permitted by law.
7. Relationship of Parties
Contractor agrees and understands that the work/services performed under this Agreement are
performed as an independent contractor and not as an employee of County and that neither Contractor
nor its employees acquire any of the rights, privileges, powers, or advantages of County employees.
8. Hold Harmless
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a. General Hold Harmless
Contractor shall indemnify and save harmless County and its officers, agents, employees, and servants
from all claims, suits, or actions of every name, kind, and description resulting from this Agreement, the
performance of any work or services required of Contractor under this Agreement, or payments made
pursuant to this Agreement brought for, or on account of, any of the following:
(A) injuries to or death of any person, including Contractor or its employees/officers/agents;
(B) damage to any property of any kind whatsoever and to whomsoever belonging;
(C) any sanctions, penalties, or claims of damages resulting from Contractor's failure to comply, if
applicable, with the requirements set forth in the Health Insurance Portability and Accountability
Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended; or
(D) any other loss or cost, including but not limited to that caused by the concurrent active or
passive negligence of County and/or its officers, agents, employees, or servants. However,
Contractor's duty to indemnify and save harmless under this Section shall not apply to injuries or
damage for which County has been found in a court of competent jurisdiction to be solely liable
by reason of its own negligence or willful misconduct.
The duty of Contractor to indemnify and save harmless as set forth by this Section shall include the duty
to defend as set forth in Section 2778 of the California Civil Code.
b. Intellectual Property Indemnification
Contractor hereby certifies that it owns, controls, and/or licenses and retains all right, title, and/or interest
in and to any intellectual property it uses in relation to this Agreement, including the design, look, feel,
features, source code, content, and/or other technology relating to any part of the services it provides
under this Agreement and including all related patents, inventions, trademarks, and copyrights, all
applications therefor, and all trade names, service marks, know how, and trade secrets (collectively
referred to as "IP Rights") except as otherwise noted by this Agreement.
Contractor warrants that the services it provides under this Agreement do not infringe, violate, trespass,
or constitute the unauthorized use or misappropriation of any IP Rights of any third party. Contractor
shall defend, indemnify, and hold harmless County from and against all liabilities, costs, damages, losses,
and expenses (including reasonable attorney fees) arising out of or related to any claim by a third party
that the services provided under this Agreement infringe or violate any third -party's IP Rights provided
any such right is enforceable in the United States. Contractor's duty to defend, indemnify, and hold
harmless under this Section applies only provided that: (a) County notifies Contractor promptly in writing
of any notice of any such third -party claim; (b) County cooperates with Contractor, at Contractor's
expense, in all reasonable respects in connection with the investigation and defense of any such third -
party claim; (c) Contractor retains sole control of the defense of any action on any such claim and all
negotiations for its settlement or compromise (provided Contractor shall not have the right to settle any
criminal action, suit, or proceeding without County's prior written consent, not to be unreasonably
withheld, and provided further that any settlement permitted under this Section shall not impose any
financial or other obligation on County, impair any right of County, or contain any stipulation, admission,
or acknowledgement of wrongdoing on the part of County without County's prior written consent, not to be
unreasonably withheld); and (d) should services under this Agreement become, or in Contractor's opinion
be likely to become, the subject of such a claim, or in the event such a third party claim or threatened
claim causes County's reasonable use of the services under this Agreement to be seriously endangered
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or disrupted, Contractor shall, at Contractor's option and expense, either: (i) procure for County the right
to continue using the services without infringement or (ii) replace or modify the services so that they
become non -infringing but remain functionally equivalent.
Notwithstanding anything in this Section to the contrary, Contractor will have no obligation or liability to
County under this Section to the extent any otherwise covered claim is based upon: (a) any aspects of
the services under this Agreement which have been modified by or for County (other than modification
performed by, or at the direction of, Contractor) in such a way as to cause the alleged infringement at
issue; and/or (b) any aspects of the services under this Agreement which have been used by County in a
manner prohibited by this Agreement.
The duty of Contractor to indemnify and save harmless as set forth by this Section shall include the duty
to defend as set forth in Section 2778 of the California Civil Code.
9. Assignability and Subcontractin
Contractor shall not assign this Agreement or any portion of it to a third party or subcontract with a third
party to provide services required by Contractor under this Agreement without the prior written consent of
County. Any such assignment or subcontract without County's prior written consent shall give County the
right to automatically and immediately terminate this Agreement without penalty or advance notice.
10. Insurance
a. General Re uirements
Contractor shall not commence work or be required to commence work under this Agreement unless and
until all insurance required under this Section has been obtained and such insurance has been approved
by County's Risk Management, and Contractor shall use diligence to obtain such insurance and to obtain
such approval. Contractor shall furnish County with certificates of insurance evidencing the required
coverage, and there shall be a specific contractual liability endorsement extending Contractor's coverage
to include the contractual liability assumed by Contractor pursuant to this Agreement. These certificates
shall specify or be endorsed to provide that thirty (30) days' notice must be given, in writing, to County of
any pending change in the limits of liability or of any cancellation or modification of the policy.
b. Workers' Compensation and Employer's Liability Insurance
Contractor shall have in effect during the entire term of this Agreement workers' compensation and
employer's liability insurance providing full statutory coverage. In signing this Agreement, Contractor
certifies, as required by Section 1861 of the California Labor Code, that (a) it is aware of the provisions of
Section 3700 of the California Labor Code, which require every employer to be insured against liability for
workers' compensation or to undertake self-insurance in accordance with the provisions of the Labor
Code, and (b) it will comply with such provisions before commencing the performance of work under this
Agreement.
c. Liability Insurance
Contractor shall take out and maintain during the term of this Agreement such bodily injury liability and
property damage liability insurance as shall protect Contractor and all of its employees/officers/agents
while performing work covered by this Agreement from any and all claims for damages for bodily injury,
including accidental death, as well as any and all claims for property damage which may arise from
Contractor's operations under this Agreement, whether such operations be by Contractor, any
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subcontractor, anyone directly or indirectly employed by either of them, or an agent of either of them.
Such insurance shall be combined single limit bodily injury and property damage for each occurrence and
shall not be less than the amounts specified below:
(a) Comprehensive General Liability... $1,000,000
(b) Motor Vehicle Liability Insurance... $1,000,000
(c) Professional Liability ................... $1,000,000
County and its officers, agents, employees, and servants shall be named as additional insured on any
such policies of insurance, which shall also contain a provision that (a) the insurance afforded thereby to
County and its officers, agents, employees, and servants shall be primary insurance to the full limits of
liability of the policy and (b) if the County or its officers, agents, employees, and servants have other
insurance against the loss covered by such a policy, such other insurance shall be excess insurance only
In the event of the breach of any provision of this Section, or in the event any notice is received which
indicates any required insurance coverage will be diminished or canceled, County, at its option, may,
notwithstanding any other provision of this Agreement to the contrary, immediately declare a material
breach of this Agreement and suspend all further work and payment pursuant to this Agreement.
11. Compliance With Laws
All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance
with all applicable Federal, State, County, and municipal laws, ordinances, and regulations, including but
not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Federal
Regulations promulgated thereunder, as amended (if applicable), the Business Associate requirements
set forth in Attachment H (if attached), the Americans with Disabilities Act of 1990, as amended, and
Section 504 of the Rehabilitation Act of 1973, which prohibits discrimination on the basis of disability in
programs and activities receiving any Federal or County financial assistance. Such services shall also be
performed in accordance with all applicable ordinances and regulations, including but not limited to
appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and
applicable quality assurance regulations. In the event of a conflict between the terms of this Agreement
and any applicable State, Federal, County, or municipal law or regulation, the requirements of the
applicable law or regulation will take precedence over the requirements set forth in this Agreement.
Further, Contractor certifies that it and all of its subcontractors will adhere to all applicable provisions of
Chapter 4.106 of the San Mateo County Ordinance Code, which regulates the use of disposable food
service ware. Accordingly, Contractor shall not use any non -recyclable plastic disposable food service
ware when providing prepared food on property owned or leased by the County and instead shall use
biodegradable, compostable, reusable, or recyclable plastic food service ware on property owned or
leased by the County.
Contractor will timely and accurately complete, sign, and submit all necessary documentation of
compliance.
12. Non -Discrimination and Other Requirements
a. General Non-discrimination
2)
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No person shall be denied any services provided pursuant to this Agreement (except as limited by the
scope of services) on the grounds of race, color, national origin, ancestry, age, disability (physical or
mental), sex, sexual orientation, gender identity, marital or domestic partner status, religion, political
beliefs or affiliation, familial or parental status (including pregnancy), medical condition (cancer -related),
military service, or genetic information.
b. Equal Employment Opportunity
Contractor shall ensure equal employment opportunity based on objective standards of recruitment,
classification, selection, promotion, compensation, performance evaluation, and management relations
for all employees under this Agreement. Contractor's equal employment policies shall be made available
to County upon request.
c. Section 504 of the Rehabilitation Act of 1973
Contractor shall comply with Section 504 of the Rehabilitation Act of 1973, as amended, which provides
that no otherwise qualified individual with a disability shall, solely by reason of a disability, be excluded
from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of
any services this Agreement. This Section applies only to contractors who are providing services to
members of the public under this Agreement.
d. Compliance with County's Equal Benefits Ordinance
Contractor shall comply with all laws relating to the provision of benefits to its employees and their
spouses or domestic partners, including, but not limited to, such laws prohibiting discrimination in the
provision of such benefits on the basis that the spouse or domestic partner of the Contractor's employee
is of the same or opposite sex as the employee.
e. Discrimination Against Individuals with Disabilities
The nondiscrimination requirements of 41 C.F.R. 60-741.5(a) are incorporated into this Agreement as if
fully set forth here, and Contractor and any subcontractor shall abide by the requirements of 41 C.F.R.
60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability
and requires affirmative action by covered prime contractors and subcontractors to employ and advance
in employment qualified individuals with disabilities.
if. History of Discrimination
Contractor certifies that no finding of discrimination has been issued in the past 365 days against
Contractor by the Equal Employment Opportunity Commission, the California Department of Fair
Employment and Housing, or any other investigative entity. If any finding(s) of discrimination have been
issued against Contractor within the past 365 days by the Equal Employment Opportunity Commission,
the California Department of Fair Employment and Housing, or other investigative entity, Contractor shall
provide County with a written explanation of the outcome(s) or remedy for the discrimination prior to
execution of this Agreement. Failure to comply with this Section shall constitute a material breach of this
Agreement and subjects the Agreement to immediate termination at the sole option of the County.
g. Reporting- Violation of Non-discrimination Provisions
Contractor shall report to the County Manager the filing in any court or with any administrative agency of
any complaint or allegation of discrimination on any of the bases prohibited by this Section of the
Agreement or the Section titled "Compliance with Laws". Such duty shall include reporting of the filing of
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any and all charges with the Equal Employment Opportunity Commission, the California Department of
Fair Employment and Housing, or any other entity charged with the investigation or adjudication of
allegations covered by this subsection within 30 days of such filing, provided that within such 30 days
such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such
notification shall include a general description of the circumstances involved and a general description of
the kind of discrimination alleged (for example, gender-, sexual orientation-, religion-, or race -based
discrimination).
Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this
Agreement and subject the Contractor to penalties, to be determined by the County Manager, including
but not limited to the following:
i. termination of this Agreement;
ii. disqualification of the Contractor from being considered for or being awarded a County contract
for a period of up to 3 years;
iii. liquidated damages of $2,500 per violation; and/or
iv. imposition of other appropriate contractual and civil remedies and sanctions, as determined by
the County Manager.
To effectuate the provisions of this Section, the County Manager shall have the authority to offset all or
any portion of the amount described in this Section against amounts due to Contractor under this
Agreement or any other agreement between Contractor and County.
h. Compliance with Livinq Wage Ordinance
As required by Chapter 2.88 of the San Mateo County Ordinance Code, Contractor certifies all
contractor(s) and subcontractor(s) obligated under this contract shall fully comply with the provisions of
the County of San Mateo Living Wage Ordinance, including, but not limited to, paying all Covered
Employees the current Living Wage and providing notice to all Covered Employees and Subcontractors
as required under the Ordinance.
13. Compliance with County Employee Jury Service Ordinance
Contractor shall comply with Chapter 2.85 of the County's Ordinance Code, which states that Contractor
shall have and adhere to a written policy providing that its employees, to the extent they are full-time
employees and live in San Mateo County, shall receive from the Contractor, on an annual basis, no fewer
than five days of regular pay for jury service in San Mateo County, with jury pay being provided only for
each day of actual jury service. The policy may provide that such employees deposit any fees received
for such jury service with Contractor or that the Contractor may deduct from an employee's regular pay
the fees received for jury service in San Mateo County. By signing this Agreement, Contractor certifies
that it has and adheres to a policy consistent with Chapter 2.85. For purposes of this Section, if
Contractor has no employees in San Mateo County, it is sufficient for Contractor to provide the following
written statement to County: "For purposes of San Mateo County's jury service ordinance, Contractor
certifies that it has no full-time employees who live in San Mateo County. To the extent that it hires any
such employees during the term of its Agreement with San Mateo County, Contractor shall adopt a policy
that complies with Chapter 2.85 of the County's Ordinance Code." The requirements of Chapter 2.85 do
not apply if this Agreement's total value listed in the Section titled "Payments", is less than one -hundred
thousand dollars ($100,000), but Contractor acknowledges that Chapter 2.85's requirements will apply if
this Agreement is amended such that its total value meets or exceeds that threshold amount.
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14. Retention of Records,• Ri ht to Monitor and Audit
See Attachment E for provisions setting forth the terms of Contractor's retention of records and the
County's right to monitor and audit.
15. Merger Clause, Amendments
See Attachment E for provisions setting forth the terms regarding merger and amendment of the
Agreement.
16. Dispute Resolution: Controlling Law, Venue
See Attachment E for provisions setting forth the terms of controlling law and venue.
17. Notices
Any notice, request, demand, or other communication required or permitted under this Agreement shall
be deemed to be properly given when both: (1) transmitted via facsimile to the telephone number listed
below or transmitted via email to the email address listed below; and (2) sent to the physical address
listed below by either being deposited in the United States mail, postage prepaid, or deposited for
overnight delivery, charges prepaid, with an established overnight courier that provides a tracking number
showing confirmation of receipt.
In the case of County, to:
Name/Title:
Moony Tong
Address:
PO BOX 5892, San Mateo, CA 94402
Telephone:
650-573-2236
Email:
[email protected]
In the case of Contractor, to:
Name/Title: Kelli Jo Cullinan, Rec. & Comm Services Supervisor
Address: 601 Grand Avenue. PO Box 711, SSF, CA 94083
Telephone: 650 829-3824
Facsimile: 650 875-6989
Email: kelli.cullinan(Dssf.net
18. Electronic Signature
Both County and Contractor wish to permit this Agreement and future documents relating to this
Agreement to be digitally signed in accordance with California law and County's Electronic Signature
Administrative Memo. Any party to this Agreement may revoke such agreement to permit electronic
signatures at any time in relation to all future documents by providing notice pursuant to this Agreement.
19. Payment of Permits/Licenses
Contractor bears responsibility to obtain any license, permit, or approval required from any agency for
work/services to be performed under this Agreement at Contractor's own expense prior to
commencement of said work/services. Failure to do so will result in forfeit of any right to compensation
under this Agreement.
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In witness of and in agreement with this Agreement's terms, the parties, by their duly authorized
representatives, affix their respective signatures:
For Contractor: CITY OF SOUTH SAN FRANCISCO
DceuSlgnetl by:
12/28/2020
87AFEE39SC98402...
Contractor Signature
COUNTY OF SAN MATEO
By:
Date
Director of Emergency Services, San Mateo County
Date:
Kelli 7o Cullinan
Contractor Name (please print)
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Exhibit A
Descri tion of Services
Contractor shall provide services to address the needs of older adults during the Coronavirus (COVID-19)
crisis using the Coronavirus Aid, Relief, and Economic Security (CARES) Act funding during fiscal year
April 1, 2020 through September 30, 2021. Services provided should be in accordance with CARES
funding questionnaire submitted to California Department of Aging.
Upon approval, contractor may use CARES Act Title III -B, C-1, C-2, D, and/or E funds for any disaster
relief activities for older individuals or family caregivers served under the Older Americans Act (OAA)
outside of the originally specified categories for any necessary disaster relief for older individuals.
Assurances
1. Contractor shall not require proof of age, citizenship, or disability as a condition of
receiving services.
2. Any Title III and Title VII service shall not implement a Cost Sharing program unless so
notified by the County.
3. The Contractor assures that voluntary contributions shall be allowed and may be solicited
in accordance with the following requirement [OAA § 315(b)]:
a. Means tests shall not be used by any Contractor for any Title III or Title VII Services;
b. Services shall not be denied to any Title I I I or Title VI I client that does not contribute
toward the cost of the services received;
C. Methods used to solicit voluntary contributions for Title III and Title VII services
shall be non -coercive;
d. Each service provider will:
(1) Provide each recipient with an opportunity to voluntarily contribute to the
cost of the service;
(2) Clearly inform each recipient that there is no obligation to contribute and
that the contribution is purely voluntary;
(3) Protect the privacy and confidentiality of each recipient with respect to the
recipient's contribution or lack of contribution;
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(4) Establish appropriate procedures to safeguard and account for all
contributions;
(5) Donation letters may not resemble a bill or a statement [OAA §315(b)]; and
(6) Individual client's donations shall not be tracked by accounts receivable
[OAA §315(b)(4)(C)].
(7) Use all collected contributions to expand the services for which the
contributions were given and to supplement (not supplant) funds received
under the Act.
4. An individual's receipt of services under the In -Home Supportive Services Program shall
not be the sole cause for denial of any services provided by the AAA or its contractors.
5. Contractor shall agree to distribute any needs assessment(s) or feedback surveys
provided by the County. Surveys are to be returned to the County for data collection and
analysis.
6. Contractor agrees to offer services throughout the twelve-month contract period, unless
prior written approval is received from AAS.
7. Services are provided only to the defined Eligible Service Population.
Program Reporting
Contractor shall submit upon County request the below information:
• Number of clients to whom service is provided
• The name or category of service provided
• Number of units of service provided
• Expenditures related to providing such services
The County will compile the data and complete CDA Supplemental State Performance Reports (SPR)
and other reports as requested by State and Federal entities.
Program Monitoring
County reserves the right to perform program monitoring when deemed necessary.
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Exhibit B
Services described in this Exhibit B reflect program funding and payment method during fiscal year April
1, 2020 through September 30, 2021.
Federal funds shall not be used to pay for costs to meet cost sharing, or matching requirements of any
other federally funded program, unless the program specifically allows for such activity. Contractor shall
not submit claims or demands or otherwise collect from an additional funding source for a service where a
"Comprehensive Basic Daily Rate" of reimbursement is being applied.
During April 1, 2020 through September 30, 2021: County will pay Contractor for the following services:
Contractor agrees to the following:
A. Contractor shall expend all funds received hereunder in accordance with this Agreement;
B. Contractor is responsible for covering the cost of all components of each program outlined above and shall be
reimbursed for actual expenditures on the approved budget for each program;
C. Any reimbursement for authorized travel and per diem shall be at rates not to exceed those amounts paid by the
State in accordance with California Department of Human Resources' (CaIHR) rules and regulations;
In State:
Mileage/Per Diem (meals and incidentals)/Lodging i)s://www.calhr.ca.cov/employees/pagey,.Ia..
reimbursements.aspx
Out of State:
.iftp://hrmanual.calhr.ca.gov/Home/Manualltp-m/1 /220 1
This is not to be construed as limiting the Contractor from paying any differences in costs, from funds other than
those provided by the County, between the California Department of Human Resources rates and any rates the
Page 12
Total
ProgramServices
Units
Units of
Funding Total
Service
Source allocation
Adult Day
Virtual
Care COVID-
Activities
Occurrences
216
CARES ACT $4,085
19
Wellness
Checks
216
CARES ACT
$3,945
Contacts
Other
Transportation
COVID-19
One way trip
1660
CARES ACT
$6,750
Trips
Total
$14,780
Contractor agrees to the following:
A. Contractor shall expend all funds received hereunder in accordance with this Agreement;
B. Contractor is responsible for covering the cost of all components of each program outlined above and shall be
reimbursed for actual expenditures on the approved budget for each program;
C. Any reimbursement for authorized travel and per diem shall be at rates not to exceed those amounts paid by the
State in accordance with California Department of Human Resources' (CaIHR) rules and regulations;
In State:
Mileage/Per Diem (meals and incidentals)/Lodging i)s://www.calhr.ca.cov/employees/pagey,.Ia..
reimbursements.aspx
Out of State:
.iftp://hrmanual.calhr.ca.gov/Home/Manualltp-m/1 /220 1
This is not to be construed as limiting the Contractor from paying any differences in costs, from funds other than
those provided by the County, between the California Department of Human Resources rates and any rates the
Page 12
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Contractor is obligated to pay under other contractual agreements. No travel outside the State of California shall
be reimbursed unless prior written authorization is obtained from the County. [2 CCR 599.615 et seq.];
The Contractor agrees to include these requirements in all contracts it enters into with subcontractors to provider
services pursuant to this Agreement;
D. County reserves the right to refuse payment to the Contractor or disallow costs for any expenditure, as determined
by County to be: out of compliance with this Agreement, unrelated or inappropriate to contract activities, when
adequate supporting documentation is not present, or where prior approval was required but not requested nor
granted;
E. Contractor shall maintain accounting records for funds received under the terms and conditions of this Agreement.
These records shall be separate from those for any other funds administered by the Contractor, and shall be
maintained in accordance with Generally Accepted Accounting Principles and Procedures and the Office of
Management and Budget (OMB) Uniform Administrative Requirements, Cost Principles, and Audit Requirements
for Federal Awards; [2 CFR, 200] [45 CFR 75].
F. Contractor shall meet the following standards for its financial management systems, as stipulated in 45 CFR
75.302 (non -profits) as well as those stipulated in [2 CFR 200.3021 financial management:
• Financial Reporting;
• Accounting Records;
• Complete Disclosure;
• Source Documentation;
• Internal Control;
• Budgetary Control;
• Cash Management (written procedures);
• Allowable Costs (written procedures);
G. No match is required for CARES funding.
H. Indirect Costs means costs incurred for a common or joint purpose benefiting more than one cost objective and
not readily assignable to the cost objective specifically benefited, without effort disproportionate to the results
achieved.
The maximum reimbursement amount allowable for indirect costs is 10% of the Modified Total Direct
Costs (MTDC), excluding in-kind contributions and nonexpendable equipment.
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2. Contractors requesting reimbursement for indirect costs shall retain on file an approved indirect cost rate
accepted by all federal awarding agencies or an allocation plan documenting the methodology used to
determine the indirect costs.
3. For major Institutes of Higher Education and major nonprofit organizations, indirect costs must be
classified within two broad categories: "Facilities" and "Administration." "Facilities is defined as
depreciation on buildings, equipment and capital improvement, interest on debt associated with certain
buildings, equipment and capital improvements, and operations and maintenance expenses.
"Administration" is defined as general administration and general expenses such as the director's office,
accounting, personnel and all other types of expenditures not listed specifically under on one of the
subcategories of "Facilities" (including cross allocations from other pools, where applicable). [2 CFR
200.414(a)] [45 CFR 75.414(a)]
I. The Budget must set forth in detail the reimbursable items, unit rates and extended total amounts for each line
item. The Contractor's Budget shall include, at a minimum, the following items when reimbursable under this
Agreement. Budget is due within 10 business days of contract signing. Budget Revisions should be submitted
within 5 business days upon communication with County regarding to the need for a revision.
1. Personnel Costs — monthly, weekly, or hourly rates, as appropriate and personnel classifications together
with the percentage of time to be charged to this Agreement;
2. Fringe Benefits;
3. Contractual Costs - subcontract and consultant cost detail;
4. Indirect Costs;
5. Rent — specify square footage and rate;
6. Supplies;
7. Equipment — detailed description and unit costs; equipment over $5,000 must be approved by County
prior to purchase; all computing devices and portable electronic storage media, regardless of cost, are
subject to reporting requirements.
8. In State Travel — mileage reimbursement rate, lodging, per diem and other costs; and
9. Out of State Travel - any travel outside the State of California including mileage reimbursement rate,
lodging, per diem and other costs.
10. Other Costs — a detailed list of other operating expenses.
J. Contractor certifies the DUNS (Data Universal Numbering System) number has been provided to San Mateo
County upon the execution of this Agreement and the business entity is in an active status within the Federal
System for Award Management available online at http://www.sam.gov/Portal/SAM#1. Business Entities may
register for a DUNS number at http://www.dnb.com /duns-number.html.
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K. Contractors that expend $750,000 or more in federal funds shall arrange for an audit to be performed as
required by the Single Audit Act of 1984 (Public Law 98-502); the Single Audit Act Amendments of 1996 (Public
Law 104-156); and 2 CFR 200.501 to 200.521 and 45 CFR 75.501 to 75.521
A copy shall be submitted to:
Aging and Adult Services Attn: Fiscal
Department 225 37th Avenue
San Mateo, CA 94403
The copy shall be submitted within the earlier of 30 days after receipt of the auditor's report or nine months after
the end of the audit period, whichever occurs first, or unless a longer period is agreed to in advance by the
cognizant or oversight agency.
County shall have the responsibility for resolving its contracts with contractor to determine whether funds provided
under this Agreement are expended in accordance with applicable laws, regulations, and provisions of contracts
or agreements. County shall issue a management decision on audit findings within six months after receipt of the
Contractor's single -audit report and/or other type of audit and ensuring that the contractor takes appropriate and
timely corrective action.
M. Reconciling expenditures reported to the County to the amounts identified in the single audit or other type of audit,
if the Contractor was not subject to the single -audit requirements. For a Contractor who was not required to obtain
a single audit and who did not obtain another type of audit, the reconciliation of expenditures reported to the
County must be accomplished through the performing alternative procedures (e.g., risk assessments [2 CFR
200.331] [45 CFR 75.352]; documented review of financial statements; and documented expense verification.
N. Submit client data as appropriate, monthly program reports, and invoices by the tenth (10th) of each month. Upon
notification from County, the Contractor must correct inaccurate invoices and corresponding reports in order to
receive reimbursement. Invoices must reflect the provision of services and the usage of funds each
month throughout the entire contract period. Corrections must be made within five (5) working days. Invoices
submitted more than two months past the month of service may not be reimbursed. Invoice(s) for June 2021 will
be due by July 6, 2021, to facilitate timely payment.
O. County reserves the right to perform fiscal monitoring when deemed necessary.
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P. Program Income must be reported and expended under the same terms and conditions as the program funds from
which it is generated. It must be used to pay for current allowable costs of the program in the same fiscal year that
income was earned. It must be used to expand baseline services.
Q. Closeout Report: Submit a single closing report of expenses with supporting documentation for each program by
the earlier of 10th business day of October, 2021; or 30 days after the month of service rendered.
Documentation should include but not limited to the following:
General ledger of expenditures for the contracted program;
Applicable payroll register;
Lease agreements and allocation percentage for rent cost;
Equipment invoices;
Vendor invoices for large purchases
(CCO-449967 2)
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Attachment E — Emergency Agreement Provisions
A. Termination
This Agreement may be terminated by Contractor or by the Director of Emergency Services or
his/her designee at any time without a requirement of good cause upon thirty (30) days' advance
written notice to the other party. Subject to availability of funding, Contractor shall be entitled to
receive payment for work/services provided prior to termination of the Agreement. Such payment
shall be that prorated portion of the full payment determined by comparing the work/services
actually completed to the work/services required by the Agreement.
County may terminate this Agreement or a portion of the services referenced in the Attachments
and Exhibits based upon the unavailability of Federal, State, or County funds by providing written
notice to Contractor as soon as is reasonably possible after County learns of said unavailability of
outside funding.
County may terminate this Agreement for cause. In order to terminate for cause, County must first
give Contractor notice of the alleged breach. Contractor shall have five business days after
receipt of such notice to respond and a total of ten calendar days after receipt of such notice to
cure the alleged breach. If Contractor fails to cure the breach within this period, County may
immediately terminate this Agreement without further action. The option available in this
paragraph is separate from the ability to terminate without cause with appropriate notice
described above. In the event that County provides notice of an alleged breach pursuant to this
section, County may, in extreme circumstances, immediately suspend performance of services
and payment under this Agreement pending the resolution of the process described in this
paragraph. County has sole discretion to determine what constitutes an extreme circumstance for
purposes of this paragraph, and County shall use reasonable judgment in making that
determination. Subject to availability of funding, Contractor shall be entitled to receive payment on
a prorated basis for work/services actually completed and delivered prior to termination of the
Agreement and for which there is no dispute.
B. Dispute Resolution,• Controlling Law,• Venue
The validity of this Agreement and of its terms, the rights and duties of the parties under this
Agreement, the interpretation of this Agreement, the performance of this Agreement, and any
other dispute of any nature arising out of this Agreement shall be governed by the laws of the
State of California without regard to its choice of law or conflict of law rules. Any dispute arising
out of this Agreement shall be venued either in the San Mateo County Superior Court or in the
United States District Court for the Northern District of California. In the event of breach or other
dispute arising out of this Agreement, County reserves the right to pursue all remedies, legal,
contractual, administrative or otherwise against Contractor, including the recovery of any
sanctions and penalties authorized by law.
C. Suspension and Debarment
(1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R.
pt. 3000. As such, the contractor is required to verify that none of Contractor's principals (defined
at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2
C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
(2) Contractor agrees to comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000,
subpart C, throughout the term of this Agreement and must include a requirement to comply with
these regulations in any lower tier covered transaction it enters into.
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(3) This certification is a material representation of fact relied upon by County If it is later
determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt.
3000, subpart C, in addition to remedies available to County, the Federal Government may
pursue available remedies, including but not limited to suspension and/or debarment.
D. Procurement of Recovered Materials
In the performance of this contract, Contractor shall make maximum use of products containing
recovered materials that are United States Environmental Protection Agency ("EPA") -designated
items unless the product cannot be acquired. Information about this requirement, along with the
list of EPA- designated items, is available at EPA's Comprehensive Procurement Guidelines web
site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program. Contractor
also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste
Disposal Act.
E. Access to Records.
(1) The Contractor agrees to provide the County, the FEMA Administrator, the
Comptroller General of the United States, or any of their authorized representatives access to any
books, documents, papers, and records of the Contractor which are directly pertinent to this
contract for the purposes of making audits, examinations, excerpts, and transcriptions.
(2) The Contractor agrees to permit any of the foregoing parties to reproduce by any
means whatsoever or to copy excerpts and transcriptions as reasonably needed.
(3) The Contractor agrees to provide the FEMA Administrator or his authorized
representatives access to construction or other work sites pertaining to the work being completed
under the contract.
(4) In compliance with the Disaster Recovery Act of 2018, the County and the Contractor
acknowledge and agree that no language in this contract is intended to prohibit audits or internal
reviews by the FEMA Administrator or the Comptroller General of the United States.
F. Byrd Anti -Lobbying Amendment, 31 U.S.C. § 1352 (as amended)
Contractors who apply or bid for an award of $100,000 or more shall file with the County the
required certification (see below). Each tier certifies to the tier above that it will not and has not
used Federal appropriated funds to pay any person or organization for influencing or attempting
to influence an officer or employee of any agency, a Member of Congress, officer or employee of
Congress, or an employee of a Member of Congress in connection with obtaining any Federal
contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any
lobbying with non -Federal funds that takes place in connection with obtaining any Federal award.
Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the
certification(s) to the awarding agency.
The required certification shall state the following (see 44 C.F.R. Appendix A to Part 18):
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CERTIFICATION REGARDING LOBBYING
Certification for Contracts, Grants, Loans, and Cooperative Agreements
The undersigned certifies, to the best of his or her knowledge and belief, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or employee of an
agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with the awarding of any Federal contract, the making of any
Federal grant, the making of any Federal loan, the entering into of any cooperative agreement,
and the extension, continuation, renewal, amendment, or modification of any Federal contract,
grant, loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned
shall complete and submit Standard Form -;LLL, "Disclosure Form to Report Lobbying," in
accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the award
documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under
grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose
accordingly.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making
or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who
fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and
not more than $100,000 for each such failure.
Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification
and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of
31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this
certification and discla�[g�,4,@py.
F� 6,wka,
Signature of Contra %UNI"&d Official
Kelli 7o cullinan Recreation and community Services Supervisor
Name and Title of Contractor's Authorized Official
12/28/2020
Date
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I. Equal Employment Opportunitx
During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, sexual orientation, gender identity, or national
origin. The contractor will take affirmative action to ensure that applicants are employed, and that
employees are treated during employment without regard to their race, color, religion, sex, sexual
orientation, gender identity, or national origin. Such action shall include, but not be limited to the
following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship. The contractor agrees to post in conspicuous places, available to
employees and applicants for employment, notices to be provided setting forth the provisions of
this nondiscrimination clause.
(2) The contract will, in all solicitations or advertisements for employees placed by or on
behalf of the contractor, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex, sexual orientation, gender identity, or
national origin.
(3) The contractor will not discharge or in any other manner discriminate against any
employee or applicant for employment because such employee or applicant has inquired about,
discussed, or disclosed the compensation of the employee or applicant or another employee or
applicant. This provision shall not apply to instances in which an employee who has access to
the compensation of such other employees or applicants to individuals who do not otherwise
have access to such information, unless such disclosure is in response to a formal complaint or
charge, in furtherance of an investigation, proceeding, hearing, or action, including an
investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish
information.
(4) The contractor will send to each labor union or representative of workers with which
he has a collective bargaining agreement or other contract or understanding, a notice to be
provided advising the said labor union or workers' representatives of the contractor's
commitments under this section, and shall post copies of the notice in conspicuous places
available to employees and applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September
24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(6) The contractor will furnish all information and reports required by Executive Order
11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his books, records, and accounts by the administering
agency and the Secretary of Labor for purposes of investigation to ascertain compliance with
such rules, regulations, and orders.
(7) In the event of the contractor's noncompliance with the nondiscrimination clauses of
this contract or with any of the said rules, regulations, or orders, this contract may be canceled,
terminated, or suspended in whole or in part and the contractor may be declared ineligible for
further Government contracts or federally assisted construction contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other
sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
(8) The contractor will include the portion of the sentence immediately preceding
paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase
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order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant
to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be
binding upon each subcontractor or vendor. The contractor will take such action with respect to
any subcontract or purchase order as the administering agency may direct as a means of
enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the
event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or
vendor as a result of such direction by the administering agency, the contractor may request the
United States to enter into such litigation to protect the interests of the United States. The
applicant further agrees that it will be bound by the above equal opportunity clause with respect to
its own employment practices when it participates in federally assisted construction work:
Provided, That if the applicant so participating is a State or local government, the above equal
opportunity clause is not applicable to any agency, instrumentality or subdivision of such
government which does not participate in work on or under the contract. The applicant agrees
that it will assist and cooperate actively with the administering agency and the Secretary of Labor
in obtaining the compliance of contractors and subcontractors with the equal opportunity clause
and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the
administering agency and the Secretary of Labor such information as they may require for the
supervision of such compliance, and that it will otherwise assist the administering agency in the
discharge of the agency's primary responsibility for securing compliance. The applicant further
agrees that it will refrain from entering into any contract or contract modification subject to
Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not
demonstrated eligibility for, Government contracts and federally assisted construction contracts
pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the
equal opportunity clause as may be imposed upon contractors and subcontractors by the
administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive
Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings,
the administering agency may take any or all of the following actions: Cancel, terminate, or
suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from
extending any further assistance to the applicant under the program with respect to which the
failure or refund occurred until satisfactory assurance of future compliance has been received
from such applicant; and refer the case to the Department of Justice for appropriate legal
proceedings.
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Attachment H
Health Insurance Portability and Accountability Act (HIPAA)
Business Associate Requirements
DEFINITIONS
Terms used, but not otherwise defined, in this Schedule shall have the same meaning as those
terms are defined in 45 Code of Federal Regulations (CFR) sections 160.103, 164.304, and
164.501. All regulatory references in this Schedule are to Title 45 of the Code of Federal
Regulations unless otherwise specified.
a. Business Associate. "Business Associate" shall generally have the same meaning as the
term "business associate" at 45 CFR 160.103, and in reference to the parties to this
agreement shall mean Contractor.
b. Covered Entity. "Covered entity" shall generally have the same meaning as the term
"covered entity" at 45 CFR 160.103, and in reference to the party to this agreement
shall mean County.
c. HIPAA Rules. "HIPAA rules" shall mean the Privacy, Security, Breach Notification and
Enforcement Rules at 45 CFR part 160 and part 164, as amended and supplemented by
Subtitle D of the Health Information Technology for Economic and Clinical Health Act
provisions of the American Recovery and Reinvestment Act of 2009.
d. Designated Record Set. "Designated Record Set" shall have the same meaning as the
term "designated record set" in Section 164.501.
e. Electronic Protected Health Information. "Electronic Protected Health Information"
(EPHI) means individually identifiable health information that is transmitted or
maintained in electronic media; it is limited to the information created, received,
maintained or transmitted by Business Associate from or on behalf of Covered Entity.
f. Individual. "Individual" shall have the same meaning as the term "individual" in Section
164.501 and shall include a person who qualifies as a personal representative in
accordance with Section 164.502(g).
g. Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually
Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E.
h. Protected Health Information. "Protected Health Information" (PHI) shall have the
same meaning as the term "protected health information" in Section 160.103 and is
limited to the information created or received by Business Associate from or on behalf
of County.
i. Required By Law. "Required by law" shall have the same meaning as the term "required
by law" in Section 164.103.
j. Secretary. "Secretary" shall mean the Secretary of the United States Department of
Health and Human Services or his or her designee.
k. Breach. The acquisition, access, use, or disclosure of PHI in violation of the Privacy Rule
that compromises the security or privacy of the PHI and subject to the exclusions set
forth in Section 164.402. Unless an exception applies, an impermissible use or disclosure
of PHI is presumed to be a breach, unless it can be demonstrated there is a low
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probability that the PHI has been compromised based upon, at minimum, a four-part
risk assessment:
1. Nature and extent of PHI included, identifiers and likelihood of re -identification;
2. Identity of the unauthorized person or to whom impermissible disclosure was made;
3. Whether PHI was actually viewed or only the opportunity to do so existed;
4. The extent to which the risk has been mitigated.
I. Security Rule. "Security Rule" shall mean the Security Standards for the Protection of
Electronic Protected Health Information at 45 CFR Part 160 and Part 164, Subparts A and
C.
m. Unsecured PHI. "Unsecured PHI" is protected health information that is not rendered
unusable, unreadable, or indecipherable to unauthorized individuals through the use of
a technology or methodology specified by the Secretary in relevant HHS guidance.
n. Security Incident. "Security Incident" shall mean the attempted or successful
unauthorized access, use, disclosure, modification, or destruction of information or
interference with systems operations in an information system. "Security Incident"
includes all incidents that constitute breaches of unsecured protected health
information.
OBLIGATIONS AND ACTIVITIES OF CONTRACTOR AS BUSINESS ASSOCIATE
a. Business Associate agrees to not use or further disclose Protected Health Information
other than as permitted or required by the Agreement or as required by law.
b. Business Associate agrees to use appropriate safeguards to comply with Subpart C of
45 CFR part 164 with respect to EPHI and PHI, and to prevent the use or disclosure of
the Protected Health Information other than as provided for by this Agreement.
c. Business Associate agrees to make uses and disclosures requests for Protected Health
Information consistent with minimum necessary policy and procedures.
d. Business Associate may not use or disclose protected health information in a manner
that would violate subpart E of 45 CFR part 164.504 if used or disclosed by Covered
Entity.
e. Business Associate agrees to mitigate, to the extent practicable, any harmful effect
that is known to Business Associate of a use or disclosure of Protected Health
Information by Business Associate in violation of the requirements of this Agreement.
f. Business Associate agrees to report to County any use or disclosure of Protected
Health Information not authorized by this Agreement.
g. Business Associate agrees to ensure that any agent, including a subcontractor, to
whom it provides Protected Health Information received from, or created or received
by Business Associate on behalf of County, agrees to adhere to the same restrictions
and conditions that apply through this Agreement to Business Associate with respect
to such information.
h. If Business Associate has Protected Health Information in a Designated Record Set,
Business Associate agrees to provide access, at the request of County, and in the time
and manner designated by County, to Protected Health Information in a Designated
Record Set, to County or, as directed by County, to an Individual in order to meet the
requirements under Section 164.524.
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L If Business Associate has Protected Health Information in a Designated Record Set,
Business Associate agrees to make any amendment(s) to Protected Health
Information in a Designated Record Set that the County directs or agrees to make
pursuant to Section 164.526 at the request of County or an Individual, and in the time
and manner designed by County.
j. Business Associate agrees to make internal practices, books, and records relating to
the use and disclosure of Protected Health Information received from, or created or
received by Business Associate on behalf of County, available to the County at the
request of County or the Secretary, in a time and manner designated by the County
or the Secretary, for purposes of the Secretary determining County's compliance with
the Privacy Rule.
k. Business Associate agrees to document such disclosures of Protected Health
Information and information related to such disclosures as would be required for
County to respond to a request by an Individual for an accounting of disclosures of
Protected Health Information in accordance with Section 164.528.
I. Business Associate agrees to provide to County or an Individual in the time and
manner designated by County, information collected in accordance with Section (k)
of this Schedule, in order to permit County to respond to a request by an Individual
for an accounting of disclosures of Protected Health Information in accordance with
Section 164.528.
m. Business Associate shall implement administrative, physical, and technical safeguards
that reasonably and appropriately protect the confidentiality, integrity, and
availability of EPHI that Business Associate creates, receives, maintains, or transmits
on behalf of County.
n. Business Associate shall conform to generally accepted system security principles and
the requirements of the final HIPAA rule pertaining to the security of health
information.
o. Business Associate shall ensure that any agent to whom it provides EPHI, including a
subcontractor, agrees to implement reasonable and appropriate safeguards to
protect such EPHI.
p. Business Associate shall report to County any Security Incident within three (3)
business days of becoming aware of such incident. Business Associate shall also
facilitate breach notification(s) to the appropriate governing body (i.e. HHS, OCR,
etc.) as required by law. As appropriate and after consulting with County, Business
Associate shall also notify affected individuals and the media of a qualifying breach.
q. Business Associate understands that it is directly liable under the HIPAA rules and
subject to civil and, in some cases, criminal penalties for making uses and disclosures
of Protected Health Information that are not authorized by this Attachment, the
underlying contract as or required by law.
PERMITTED USES AND DISCLOSURES BY CONTRACTOR AS BUSINESS ASSOCIATE
Except as otherwise limited in this Schedule, Business Associate may use or disclose Protected
Health Information to perform functions, activities, or services for, or on behalf of, County as
specified in the Agreement; provided that such use or disclosure would not violate the Privacy
Rule if done by County.
Issued by County of San Mateo Contract Compliance Committee - December 9, 2015 Page 3
DocuSign Envelope ID: 1D61D8AB-AB16-4A7E-88DA-EC467C9824F2
OBLIGATIONS OF COUNTY
a. County shall provide Business Associate with the notice of privacy practices that County
produces in accordance with Section 164.520, as well as any changes to such notice.
b. County shall provide Business Associate with any changes in, or revocation of,
permission by Individual to use or disclose Protected Health Information, if such
changes affect Business Associate's permitted or required uses and disclosures.
c. County shall notify Business Associate of any restriction to the use or disclosure of
Protected Health Information that County has agreed to in accordance with Section
164.522.
PERMISSIBLE REQUESTS BY COUNTY
County shall not request Business Associate to use or disclose Protected Health Information in
any manner that would not be permissible under the Privacy Rule if so requested by County,
unless the Business Associate will use or disclose Protected Health Information for, and if the
Agreement provides for, data aggregation or management and administrative activities of
Business Associate.
DUTIES UPON TERMINATION OF AGREEMENT
a. Upon termination of the Agreement, for any reason, Business Associate shall return or
destroy all Protected Health Information received from County, or created, maintained,
or received by Business Associate on behalf of County, that Business Associate still
maintains in any form. This provision shall apply to Protected Health Information that is
in the possession of subcontractors or agents of Business Associate. Business Associate
shall retain no copies of the Protected Health Information.
b. In the event that Business Associate determines that returning or destroying Protected
Health Information is infeasible, Business Associate shall provide to County notification
of the conditions that make return or destruction infeasible. Upon mutual agreement of
the Parties that return or destruction of Protected Health Information is infeasible,
Business Associate shall extend the protections of the Agreement to such Protected
Health Information and limit further uses and disclosures of such Protected Health
Information to those purposes that make the return or destruction infeasible, for so
long as Business Associate maintains such Protection Health Information.
MISCELLANEOUS
a. Regulatory References. A reference in this Schedule to a section in the HIPAA Privacy
Rule means the section as in effect or as amended, and for which compliance is
required.
b. Amendment. The Parties agree to take such action as is necessary to amend this
Schedule from time to time as is necessary for County to comply with the requirements
of the Privacy Rule and the Health Insurance Portability and Accountability Act, Public
Law 104-191.
Issued by County of San Mateo Contract Compliance Committee — December 9, 201 S Page 4
DocuSign Envelope ID: 1D61D8AB-AB16-4A7E-88DA-EC467C9824F2
c. Survival. The respective rights and obligations of Business Associate under this
Schedule shall survive the termination of the Agreement.
d. Interpretation. Any ambiguity in this Schedule shall be resolved in favor of a meaning
that permits County to comply with the Privacy Rule.
e. Reservation of Right to Monitor Activities. County reserves the right to monitor the
security policies and procedures of Business Associate.
Issued by County of San Mateo Contract Compliance Committee — December 9, 2015 Page 5
DocuSign Envelope ID: 1D61D8AB-AB16-4A7E-88DA-EC467C9824F2
ATTACHMENTI
Assurance of Compliance with Section 504 of the Rehabilitation Act of 1973, as Amended
The undersigned (hereinafter called "Contractor(s)") hereby agrees that it will comply with
Section 504 of the Rehabilitation Act of 1973, as amended, all requirements imposed by the
applicable DHHS regulation, and all guidelines and interpretations issued pursuant thereto.
The Contractor(s) gives/give this assurance in consideration of for the purpose of obtaining
contracts after the date of this assurance. The Contractor(s) recognizes/recognize and
agrees/agree that contracts will be extended in reliance on the representations and
agreements made in this assurance. This assurance is binding on the Contractor(s), its
successors, transferees, and assignees, and the person or persons whose signatures appear
below are authorized to sign this assurance on behalf of the Contractor(s).
The Contractor(s): (Check a or b)
E] a. Employs fewer than 15 persons.
NO b. Employs 15 or more persons and, pursuant to section 84.7 (a) of the regulation (45 C.F.R.
84.7 (a), has designated the following person(s) to coordinate its efforts to comply with
the DHHS regulation.
Name of 504 Person:
Name of Contractor(s):
Street Address or P.O. Box: I
City, State, Zip Code:
city of South San Francisco
I certify that the above information is complete and correct to the best of my knowledge
Signature: ,
Title of Authorized Official:
—f 9vcrr."irar. tcF ;-�--
67AFEE39BC99402...
Recreation and community services Supervisoi-
Date:1 12/28/2020
*Exception: DHHS regulations state that: "If a recipient with fewer than 15 employees finds that, after
consultation with a disabled person seeking its services, there is no method of complying with (the facility
accessibility regulations) other than making a significant alteration in its existing facilities, the recipient may, as an
alternative, refer the handicapped person to other providers of those services that are accessible."
Issued by County of San Mateo Contract Compliance Committee August 5, 2013
Doc
g'Itue#o
Certificate Of Completion
Envelope Id: 1 D61 DBABAB164A7E88DAEC467C9824F2
Status: Completed
Subject: Please DocuSign: CARES agreement_SSF.pdf
12/22/2020 1:58:12 PM
Batch ID:
Timestamp
Source Envelope:
Pool: Statel-ocal
Document Pages: 27 Signatures: 3
Envelope Originator:
Certificate Pages: 4 Initials: 0
Elaine Wang
AutoNav: Enabled
PO Box 5892
Envelopeld Stamping: Enabled
San Mateo, CA 94402
Time Zone: (UTC -08:00) Pacific Time (US & Canada)
[email protected][email protected]
IP Address: 198.27.181.36
Record Tracking
Status: Original
Holder: Elaine Wang
Location: DocuSign
12/22/2020 1:58:12 PM
[email protected]
Timestamp
Security Appliance Status: Connected
Pool: Statel-ocal
Timestamp
Storage Appliance Status: Connected
Pool: County of San Mateo Aging & Adult Services
Location: DocuSign
Signer Events
Signature
Timestamp
Kell! Jo Cullinan
Do ufflpnitlby:
" J6 bz"Iltl
Sent: 12/22/2020 2:43:17 PM
[email protected]
Signature
Resent: 12/28/2020 9:38:02 AM
Recreation and Community Services Supervisor
67AFE09SC9802.""
Viewed: 12/28/2020 12:48:49 PM
Security Level: Email, Account Authentication
Status
Signed: 12/28/2020 12:54:25 PM
(None)
Signature Adoption: Pre -selected Style
12/22/2020 2:43:17 PM
Certified Delivered
Using IP Address: 209.234.100.130
12/28/2020 12:48:49 PM
Electronic Record and Signature Disclosure:
Accepted: 12/28/2020 12:48:49 PM
ID:57ba4064-f5bb-4211-b4ce-3ed07fb8c806
In Person Signer Events
Signature
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Editor Delivery Events
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Notary Events
Signature
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Envelope Summary Events
Status
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Envelope Sent
Hashed/Encrypted
12/22/2020 2:43:17 PM
Certified Delivered
Security Checked
12/28/2020 12:48:49 PM
Signing Complete
Security Checked
12/28/2020 12:54:25 PM
Completed
Security Checked
12/28/2020 12:54:25 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 4/17/2019 10:21:49 AM
Parties agreed to: Kelli Jo Cuilinan
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Carahsoft OBO County of San Mateo Aging & Adult Services (we, us or
Company) may be required by law to provide to you certain written notices or disclosures.
Described below are the terms and conditions for providing to you such notices and disclosures
electronically through the DocuSign system. Please read the information below carefully and
thoroughly, and if you can access this information electronically to your satisfaction and agree to
this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by
selecting the check -box next to `I agree to use electronic records and signatures' before clicking
`CONTINUE' within the DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0.00 per -page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Carahsoft OBO County of San Mateo Aging & Adult Services:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: [email protected]
To advise Carahsoft OBO County of San Mateo Aging & Adult Services of your new email
address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us at [email protected] and in the
body of such request you must state: your previous email address, your new email address. We
do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your
account preferences.
To request paper copies from Carahsoft OBO County of San Mateo Aging & Adult
Services
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email to [email protected] and in the body of
such request you must state your email address, full name, mailing address, and telephone
number. We will bill you for any fees at that time, if any.
To withdraw your consent with Carahsoft OBO County of San Mateo Aging & Adult
Services
To inform us that you no longer wish to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your signing session, and on the subsequent page,
select the check -box indicating you wish to withdraw your consent, or you may;
ii. send us an email to [email protected] and in the body of such request you must state your
email, full name, mailing address, and telephone number. We do not need any other information
from you to withdraw consent.. The consequences of your withdrawing consent for online
documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The
current system requirements are found here: https:Hsoport.docusign.com/ uig des/si er- ide-
signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please confirm that you have
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
your future reference and access; or (ii) that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access. Further,
if you consent to receiving notices and disclosures exclusively in electronic format as described
herein, then select the check -box next to `I agree to use electronic records and signatures' before
clicking `CONTINUE' within the DocuSign system.
By selecting the check -box next to `I agree to use electronic records and signatures', you confirm
that:
You can access and read this Electronic Record and Signature Disclosure; and
You can print on paper this Electronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can print it, for future
reference and access; and
Until or unless you notify Carahsoft OBO County of San Mateo Aging & Adult Services
as described above, you consent to receive exclusively through electronic means all
notices, disclosures, authorizations, acknowledgements, and other documents that are
required to be provided or made available to you by Carahsoft OBO County of San
Mateo Aging & Adult Services during the course of your relationship with Carahsoft
OBO County of San Mateo Aging & Adult Services.