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HomeMy WebLinkAboutAgreement A-23-093 with the CDA.pdf Agreement No. 23-093 STATE OF CALIFORNIA—DEPARTMENT OF GENERAL SERVICES SCO ID:4170-AT222310 STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER(If Applicable) STD 213(Rev.04/2020) AT-2223-10 1.This Agreement is entered into between the Contracting Agency and the Contractor named below: CONTRACTING AGENCY NAME California Department of Aging CONTRACTOR NAME County of Fresno 2.The term of this Agreement is: START DATE 10/01/2022 THROUGH END DATE 12/31/2024 3.The maximum amount of this Agreement is: $1,056,745 One million fifty-six thousand seven hundred forty-five and 00/100 dollars 4.The parties agree to comply with the terms and conditions of the following exhibits,which are by this reference made a part of the Agreement. Exhibits Title Pages Exhibit A Scope of Work 3 Exhibit A, 3 Attachment 1 Grant Proposal Exhibit B Budget Detail and Payment Provisions 3 Exhibit B, Contractor's Detailed Budget 6 Attachment 1 Exhibit C General Terms&Conditions 8 IN WITNESS WHEREOF THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO. CONTRACTOR CONTRACTOR NAME(if otherthan an individual,state whether a corporation,partnership,etc.) County of Fresno CONTRACTOR BUSINESS ADDRESS CITY STATE ZIP 205 West Pontiac Way, Building 2 Clovis CA 93612 PRINTED NAME OF PERSON SIGNING TITLE Sal Quintero Chairman of the Board of Supervisors of the County of Fresno CONTRACTOR AUTHORIZED SIGNATURE DATE SIGNED • a as 3 STATE OF CALIFORNIA CONTRTrTINGAGENCYNAME California Department of Aging CONTRACTING AGENCY ADDRESS CITY STATE ZIP 2880 Gateway Oaks Drive,Suite 200 Sacramento CA 95833 PRINTED NAME OF PERSON SIGNING TITLE Nate Gillen Chief,Business Management Bureau CONTRACTING AGENCY A �RIZEDATURE DATE SIGNED CALIFORNIA DEPARTMENT OFGENE LSERVICESAPPROVAL EXEMPTION(I Applicable) SCM Vol.1,4.04 AA ATTEST: BERNICE E.SEIDEL Clerk of the Board of Supervisors County of Fresno,State of California By Deputy Agreement with California Department of Aging: Access to Technology (FY22-23 through FY23- 24) County of Fresno Fund/Subclass: 0001/10000 Organization: 5610 7001 Account/Program: 3575 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 This page is left blank intentionally. California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 EXHIBIT A SCOPE OF WORK 1. GRANT AGREEMENT PARTIES: A. County of Fresno, hereafter referred to as Grantee, and the California Department of Aging (referred to as CDA, or Grantor, or the State) (each a Party, and collectively the Parties) enter into this agreement (Agreement)to provide services under the Access to Technology (ATT) Program administered by the California Department of Aging as detailed pursuant to the terms and conditions of this Agreement below. 2. GRANT PERFORMANCE PERIOD: A. All work performed must be completed during the grant performance period from October 1, 2022 through December 31, 2024. No expenditure reports for work completed after December 31, 2024 will be paid. 3. GRANT AGREEMENT MANAGERS: A. The Grant Agreement Managers during the term of this Agreement shall be: State: Department of Aging Grantee: County of Fresno Section/Unit: Home and Community Living Section/Unit: Department of Social Services Attention: Brian T. Carter Attention: Peter Vue Contract Manager Program Manager Address: 2880 Gateway Oaks Drive, Ste Address: 205 West Pontiac Way, Building 2 200 Clovis, CA 93612 Sacramento, CA 95833 Phone: (916) 928-4669 Phone: 559-600-3230 Email: brian.carter@aging.ca.gov Email: pvue@fresnocountyca.gov Either Party may make changes to the contact names or information above by giving written notice to the other Party. Said changes shall not require an amendment to this Agreement. 4. BACKGROUND Governor Newsom issued Executive Order(EO) N-73-20 to improve broadband speed and access in California, including improving download speeds for all Californians and to bridge the digital divide for two million Californians who lack broadband access. The EO specifies older adults as a priority population, particularly during the COVID-19 pandemic, as older adults are more vulnerable to COVID-19, are continuing to shelter in-place and may be experiencing reduced interactions with other people and their communities. This has led to increased risks of loneliness and isolation for older adults with potentially negative outcomes to mental and physical health. The EO is also in alignment with goal three of Governor's Newsom's Master Plan on Aging that prioritizes addressing the digital divide that directly impacts older adults. In 2021, the Governor signed Assembly Bill (AB) 135 into law, which added Welfare & Institutions Code (WIC) section 9104, which required the California Department of Aging (CDA) to create the Access to Technology (ATT) program. This ATT program provides all Directors of County Human Services departments with the opportunity to apply for grant Page 1 of 3 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 funding provided by the CDA for the administration of services and supports in alignment with the Centers for Medicare & Medicaid Services (CMS) Home and Community Based Services (HCBS) spending plan. The ATT program is a 27-month program (October 1, 2022 - December 31, 2024) to meet the needs of diverse older adults and adults with disabilities to connect older adults and adults with disabilities to technology to help reduce isolation, increase connections, and enhance self-confidence. Grant funds appropriated for this pilot program are non-competitive and will be provided to all county human services departments (hereinafter known as "grantee") that opt to participate. 5. CONTRACTOR RESPONSIBILITIES: A. Allowable uses of funds awarded to grantees that receive grant funding through this program include, but are not limited to the following: 1. Purchase and provision of technology, which may include, but is not limited to, laptops, tablets, and smartphones, to older adults and adults with disabilities. 2. Arranging for reliable internet access (via service plans)to older adults and adults with disabilities. 3. Broadband infrastructure improvements (telecommunications equipment, technologies, routers, fiber optic lines, etc.) 4. Developing or arranging for education and training of older adults and adults with disabilities on the use of technology. 5. Conducting outreach about the program. 6. Administration of the program, including data collection and reporting (not to exceed 10% of the total grant award). B. To carry out the responsibilities of this Agreement, Grantee should leverage existing programs that provide one or more of the services listed under section (A) above, if applicable, with the intent to provide maximum benefit to the greatest number of residents. If no existing Grantee programs provide one or more of the services listed under section (A) above, Grantee shall leverage its existing programs that is not providing one or more of the services listed under section (A) above, with the intent of providing maximum benefit to the greatest number of residents. C. Grantee shall ensure recipients of this program meeting the following eligibility criteria: 1. Older adults (60 years of age and older) and adults with disabilities. D. Grantee shall develop and administer program evaluation and quality assurance tools, which may include but are not limited to, client satisfaction surveys and questionnaires. E. Grantee shall collect and maintain programmatic data for reporting (e.g., number of clients served, type and number of devices and equipment purchased), services being provided (e.g., internet data plans and digital literacy training), and other forms of programmatic data. F. Reporting Requirements: 1. Grantee must submit a final report within 30 calendar days following the end of the award program period and no later than by January 31, 2025. This should include, but not be limited to, client satisfaction surveys, a narrative of lessons Page 2 of 3 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 learned and success stories. CDA will withhold reimbursement of the final monthly expenditure report until receipt and approval of the final report. 2. Grantee shall submit monthly expenditure reports and quarterly programmatic reports as required by CDA. 3. Grantee must be willing to participate in program evaluation efforts to be conducted by CDA or its designated representative at the end of the program period. The evaluation may include a brief survey, interviews, collecting sample success stories and documenting lessons learned. 6. Approvals A. The Grantee shall obtain CDA's prior written approval of Grantee's program description as stated in sections 5 above, prior to the Grantee performing the required services as outlined in this agreement. B. All approvals, orders for correction, or disapprovals from the CDA shall be in writing. If the CDA rejects a program description, Grantee shall make required corrections within the time frame required by the CDA. 7. CDA Responsibilities A. CDA Grant Agreement Manager shall provide guidance, information, and access to CDA staff as required by the Grantee to provide services under this Agreement. B. CDA shall approve the program description and other deliverables mentioned herein in a timely manner. Page 3 of 3 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 EXHIBIT A, ATTACHMENT 1 Grant Proposal STATE OF CALIFORNIA California DEPARTMENT OF AGING Department ACCESS TO TECHNOLOGY(ATT) PROGRAM ofAGING REQUEST FOR APPLICATION—County Response Template t Section I County Number: 10 County Name: Fresno Human Services Agency Name: Department of Social Services Contact Name Contact Title Contact email address Contact phone number (w/extension if applicable) Patricia Gonzalez Deputy Director gonzapd@fresnocountyca.gov (559)600-2306 Angie Stillwell Program Manager adelossantos@fresnocountyca.gov (559)600-4165 Jeff Perkins Staff Analyst jeperkins@fresnocountyca.gov (559)600-2326 Section II Yes No 1) Does your county opt-in to participate in the ATT program? X 2) Do you agree to participate in program evaluation efforts to be conducted by CDA X or its designated representative at the end of the program period?(The evaluation may include a brief survey, interviews, collecting sample success stories and documenting lessons learned.) 3) List existing County programs your County will be leveraging to provide ATT program services(if any): In-Home Supportive Services(IHSS);Adult Services;Veterans Service Office (VSO); and Aged, Blind, and Disabled (ABD)or other qualified DSS clientele. 4) List any non-County programs your County will be leveraging to provide ATT program services(if any): Identification and evaluation of potential non-County programs or partner organizations to be leveraged is in progress. Subcontractor(s)for the provision of participant outreach, education and training services will be subject to County procurement processes, and specific vendors for these services will be determined accordingly. 5) Did you include supporting documents that demonstrate aligned initiatives and commitments in supporting language and cultural diversity?(Yes/No) Yes Page 1 of 3 Page 1 of 3 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 Section III 1) The minimum allocation for the ATT program is$100,000. If your county desires an amount that is less than $100,000, please enter the desired amount here (please enter whole numbers only): N/A—Requested budget for full ATT projected allocation of$1,056,745 2) This is a monthly reimbursement program. Do you agree to bill CDA monthly to be reimbursed for ATT program expenditures? (Yes/No) Yes 3) Budget Attached—(Yes/No): Yes Section IV 1) Please check boxes below to indicate which ATT program services your County will provide to ATT program participants: X Providing technology,which may include, but is not limited to, laptops, tablets, and smart hones, to older adults and adults with disabilities. X Arranging for reliable internet access (via service plans)to older adults and adults with disabilities. Broadband infrastructure improvements (telecommunications equipment, technologies, routers, fiber optic lines, etc. X Developing or arranging for education and training of older adults and adults with disabilities on the use of technology. X Conducting outreach about the program. Other—Not specifically stated above 2) Please provide a detailed description of how grant funding will be utilized to meet the Program Goals above and any intended uses not specifically stated above: Fresno County DSS intends to utilize ATT grant funding to provide tablets, up to two years of internet access, and a training component intended to educate eligible older adults and adults with disabilities on tablet/internet use. Eligibility criteria for ATT Program participation is: • At least 60 years of age or have a permanent physical disability and reside in Fresno County, and • A new or existing IHSS or Adult Services client, and • Do not own or have consistent access to a computer or tablet capable of internet connection and/or accessibility to current relevant applications (apps), and Page 2 of 3 Page 2 of 3 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 • Must have at least one of the following risk factors: - Live alone - Live in a residential care facility or assisted living facility - Homebound due to health reasons - Have mobility issues and/or a functional disability To maximize the number of program beneficiaries while maintaining ATT Program integrity, Fresno County DSS plans to subcontract portions of ATT Program implementation with local organizations demonstrating experience and proficiency in the implementation of services consistent with ATT Program requirements. All subcontractors will be identified and selected according to Fresno County procurement policy. 3) Additional Comments: Many rural portions of Fresno County lack broadband infrastructure and/or reliable cell service to achieve internet connectivity. While residents in these areas may be eligible for ATT Program participation, the lack of cost-effective solutions to provide internet access limited to qualified individual residences will likely preclude participation in this program. Page 3 of 3 Page 3 of 3 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 EXHIBIT B BUDGET DETAIL AND PAYMENT PROVISIONS 1. GRANT AWARD A. The total amount payable to Grantee pursuant to this Agreement shall not exceed the grant award amount of$1,056,745.00. B. It is agreed and understood that this grant award amount is a ceiling and that CDA will only reimburse the allowable cost of services rendered or goods purchased as authorized by CDA at or below the grant award amount. 2. EXPENDITURE OF FUNDS A. The Grantee shall expend all funds received hereunder in accordance with this Agreement. B. The Grantee agrees to include these requirements in all contracts it enters into with subcontractors to provide services pursuant to this Agreement. 3. ACCOUNTABILITY FOR FUNDS A. The Grantee 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 Grantee, and shall be maintained in accordance with Generally Accepted Accounting Principles and Procedures. 4. FINANCIAL MANAGEMENT SYSTEMS The Grantee shall meet the following standards for its financial management systems.: A. Financial Reporting. B. Accounting Records. C. Complete Disclosure. D. Source Documentation. E. Internal Control. F. Budgetary Control. G. Cash Management (written procedures). H. Allowable Costs (written procedures). 5. FUNDING CONTINGENCIES Page 1 of 3 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 A. PAYMENTS: The State shall reimburse Grantee with Access to Technology Grant funding that has been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement. The following applies to all funding within this Agreement: 1. The Grantee shall submit monthly expenditures for the Access to Technology Grant in an electronic format reporting costs and funding for the month prior. The Grantee shall report utilizing the CDA online Local Finance Reporting System, found at https://exi)enditures.aging.ca.gov, no later than the last business day of each month unless otherwise specified by CDA. Email financeQaging.ca.gov for user access. 2. Payments will be made to reimburse monthly expenditures reported. CDA shall process and approve reported expenditures that are based upon actual, not estimated expenditures. CDA shall notify the Grantee of any disputed expenditures. Payments shall be based on monthly expenditure reports as outlined within this exhibit. 3. The Grantee shall submit timely expenditures to CDA. Late expenditures may lead to a delay in payment until the following month. 4. Upon written request by CDA, Grantee shall submit additional documentation or justification to support the reported expenditure. 5. Grantee shall be charged $75 per program funding source(s) for expedited payments to recover the fees charged by the State Controller's Office. CDA may waive the fees on a case-by-case basis as appropriate. a. Expedite Fees I. If the agreement is executed late to no fault of CDA then the Grantee may be liable for the incurred processing fees. II. If the agreement is executed late due to CDA's handling then CDA shall cover the incurred processing fees. 6. The Grantee shall ensure, to the extent feasible, that all budgeted funds are expended by the expiration of this Agreement. B. BUDGET CONTINGENCY CLAUSE: 1. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall no longer be in full force and effect. In this event, the State shall have no liability to pay any funds whatsoever to Grantee or to furnish any other considerations under this Agreement and Grantee shall not be obligated to perform any provisions of this Agreement. Page 2 of 3 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 2. If funding for any Fiscal Year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer an Agreement amendment to Grantee to reflect the reduced amount. 3. If this Agreement overlaps Federal and State fiscal years, should funds not be appropriated by Congress or approved by the Legislature for the Fiscal Year(s) following that during which this Agreement was executed, the State may exercise its option to cancel this Agreement. 4. In addition, this Agreement is subject to any additional restrictions, limitations, or conditions enacted by Congress or the Legislature which may affect the provisions or terms of funding of this Agreement in any manner. C. PROMPT PAYMENT CLAUSE: 1. Payment will be made in accordance with, and within the time specified in, Government Code section 927, et seq. D. BUDGET DETAIL: 1. At the sole discretion of the CDA and for the purposes of accounting, the CDA may adjust the total proposed expenditure for each fiscal year as needed. In no event will this change the contract price for the services actually rendered. 2. Grantee must submit a final monthly expenditure report within 30 calendar days following the end of the program period and no later than January 31, 2025. 3. Travel Reimbursement: The Grantee shall not be reimbursed for any travel-related expenses. Any and all travel shall be at the expense of the Contractor. Page 3 of 3 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 EXHIBIT B, ATTACHMENT 1 Contractor's Detailed Budget STATE OF CALIFORNIA A CALIFORNIA DEPARTMENT OF AGING GING ACCESS TO TECHNOLOGY BUDGET PROGRAM CDA 3003(NEW 06/2022) ACCESS TO TECHNOLOGY PROGRAM: BUDGET SUMMARY CONTRACT#: I AT- 2223 - 10 Budget Period: 10/1/2022-12/31/2024 Original: 0 Revision#, Date: 08/15/2022 1 County: 10 Cost Category HCBS Fund Access To Technology-Administration HCBS Fund Personnel $63,820 Operating Expenses $o Indirect Administration $6,382 Access To Technology-Administration $70,202 maximum 10% Access To Technology-Program HCBS Fund Direct Services $200,000 Indirect Program Subcontractor Services $786,543 Access To Technology Program $986,543 Total Access To Technology Budget $ 1,056,745 Payment Method: Reimbursement • Request for Funds Federally Approved Indirect Cost Rate(s): For questions or accessibility assistance with this financial document,please contact:Financeaaging.ca.gov FOR STATE USE ONLY Local Finance Bureau Analyst: Date: Local Finance Bureau Manager: Date: 09/08/2022 Pg. 1 of 6 Page 1 of 6 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 CALIFORMA STATE OF CALIFORNIA DFRARIMINT IF ACCESS TO TECHNOLOGY PROGRAM BUDGET CALIFORNIA DEPARTMENT OF AGING GING CDA 3003(NEW 06/2022) ACCESS TO TECHNOLOGY PROGRAM: ADMINISTRATION CONTRACT#: I AT- 2223 10 Budget Period: 110/1/2022-12/31/2024 Original:V1 Revision#: Date: 08/15/2022 County: 10 Personnel Costs Position Classification Annual FTE FTE%of Total VVage Rate Time Worked Staff Analyst 80,369 20.0% $ 16,074 Finance Analyst 80,369 10.0% $8,037 Information Technology Analyst 87,516 20.0% $ 17,503 Business Systems Analyst 82,706 20.0% $ 16,541 0.0% $0 0.0% $0 0.0% $0 0.0% $0 0.0% $0 Total Salaries&Wages: $58,155 Staff Benefits: $5,665 Total Personnel: $63.820 Operating Expenses Rent $0 Equipment/Property(Items may require CDA approval) $0 Supplies $0 Travel (Describe): $0 Consultant Costs $0 Training $0 Purchased Access to Technology Program Services $0 Other Costs(Describe): $0 Total Operating Expenses: $0 Indirect Administration(maximum 10%of Modified Total Direct Costs): $6,382 Access To Technology Program-Administration Budget Total: $ 70,202 Items that require CDA approval, per Standard Agreement exhibits, must be itemized on the Equipment/Property Budgeted pages (5 &6) Pa.2 of 6 Page 2 of 6 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 GNuwit. STATE OF CALIFORNIA A I)FPARTNU N CALIFORNIA DEPARTMENT OF AGING ACCESS TO TECHNOLOGY PROGRAM BUDGET AGING CDA 3003 (NEW 06/2022) ACCESS TO TECHNOLOGY PROGRAM BUDGET: DIRECT SERVICES CONTRACT#: AT- 2223 10 Budget Period: 10/1/2022-12/31/2024 Original:A Revision#:I Date: 08/15I2022 County: 10 Personnel Costs Position Classification Annual FTE FTE%of Total Wage Rate Time Worked 0.0% $0 0.0% $0 0.0% $0 0.0% $0 0.0% $0 0.0% $0 0.0% $0 0.0% $0 0.0% $0 Total Salaries&Wages: $0 Staff Benefits: Total Personnel: $0 Operating Expenses Rent Equipment/Property(Items may require CDA approval) $200,000 Supplies Travel (Describe): Consultant Costs Training Purchased Access to Technology Program Services Other Costs(Describe): Total Operating Expenses: $200,000 Indirect Program(maximum 10%of Modified Total Direct Costs): Access To Technology Program- Direct Services Budget Total: $ 200,000 Items that require CDA approval, per Standard Agreement exhibits, must be itemized on the Equipment/Property Budgeted pages(5&6) Pq. 3 of 6 Page 3 of 6 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 i,r STATE OF CALIFORNIA ACJING CALIFORNIA DEPARTMENT OF AGING ACCESS TO TECHNOLOGY PROGRAM BUDGET — CDA 3003 (NEW 06/2022) ACCESS TO TECHNOLOGY PROGRAM: SUBCONTRACTOR SERVICES CONTRACT#: I AT- 2223 10 Budget Period: 10/1/2022-12/31/2024 Original:14 Revision#: Date: 08/15/2022 ounty:10 Subcontractor HCBS Fund Name: Outreach/Client Services(TBD) $500,000 Address: Phone#: Contact: Name: Education/Training Services{TBD) $286,543 Address: Phone#: Contact: Name: Address: Phone#: Contact: Name: Address: Phone#: Contact: Name: Address: Phone#: Contact: Name: Address: Phone#: Contact: Access To Technology Program- $786,543 Subcontractor Services Total: Budgeted Contracted expenses from all funding sources Pg.4 of 6 Page 4 of 6 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 GLWORW STATE OF CALIFORNIA EPAMMEW°F CALIFORNIA DEPARTMENT OF AGING ING ACCESS TO TECHNOLOGY PROGRAM BUDGET CDA 3003 (NEW 06/2022) ACCESS TO TECHNOLOGY PROGRAM: EQUIPMENT/PROPERTY BUDGETED CONTRACT#: AT- 2223 10 Budget Period: 10/1/2022-12/31/2024 Original: �/ Revision #: Date: 08/15/2022 ounty: 10 Instructions: • List the projected Equipment/Property purchases anticipated for the term of the Standard Agreement. • Equipment/Property, costing more than $5000 per unit or any computing devices, regardless of cost must be included on the list. • Note: A desktop or laptop setup, including all peripherals is considered a unit, if purchased as a unit. Item Description Item Quantity Per Unit Cost Total Cost Administration Equipment/Property(pg.2) $ 0 $0 $ 0 $0 $ 0 $ 0 Administration Equipment/Prop"Total: $ 0 Direct Equipment/Property(pg. 3) Tablets for Distribution to Clients 200 $ 1,000 $200,000 $0 $0 $0 $0 $0 Direct Equipment/Property Total: $200,000 Pg. 5 of 6 Page 5 of 6 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 STATE OF CALIFORNIA CALIFORNIA DEPARTMENT OF AGING A( iI ACCESS TO TECHNOLOGY PROGRAM BUDGET CDA 3003(NEW 06/2022) ACCESS TO TECHNOLOGY PROGRAM: EQUIPMENT/PROPERTY BUDGETED (cont.) Instructions: • List the projected Equipment/Property purchases anticipated for the term of the Standard Agreement. • Equipment/Property, costing more than $5000 per unit or any computing devices, regardless of cost must be included on the list. • Note: A desktop or laptop setup, including all peripherals is considered a unit, if purchased as a unit. Item Description Item Quantity Per Unit Cost Total Cost Subcontractor Equipment/Property (pg. 4) $0 $0 $0 $0 $0 $0 Subcontractor Equipment Total: $ 0 Access To Technology Program- Equipment/Property Budgeted Total: $ 200,000 Signature is required. Type or print name,title, and date below. Signature Full Name Title Date Pg.6 of 6 Page 6 of 6 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 EXHIBIT C GENERAL TERMS AND CONDITIONS 1. APPROVAL This Agreement is of no force or effect until signed by both parties. The Grantee may not expend for activities performed prior to the commencement date or completed after the termination date of this Agreement. 2. ASSIGNMENT This Agreement is not assignable by the Grantee, either in whole or in part, without the consent of CDA Agreement Manager or designee in the form of a formal written amendment. 3. GOVERNING LAW This Agreement is governed by and will be interpreted in accordance with all applicable State and Federal laws. 4. STATE AND FEDERAL LAW It is the responsibility of the Grantee to know and understand which state, federal, and local laws regulations, and ordinances are applicable to this Agreement and Project. Grantee shall be responsible for observing and complying with all applicable state and federal laws and regulations, and failure to comply may constitute a material breach. 5. GRANTEE COMMITMENTS The Grantee accepts and agrees to comply with all terms, provisions, conditions and commitments of the Agreement, including all incorporated documents, and to fulfill all assurances, declarations, representations, and statements made by the Grantee in the application, documents, amendments, and communications in support of its request for funding. 6. PERFORMANCE AND ASSURANCES The Grantee agrees to faithfully and expeditiously perform or cause to be performed all Project work as described in the Scope of Work, and to apply grant funds received only to allowable Project costs in accordance with applicable provisions of the law and Grant Procedures Manual, if applicable. 7. AGENCY A. In the performance of this Agreement, the Grantee and its agents, employees, and its subgrantees shall act in an independent capacity and not as officers, employees, or agents of the CDA. B. The Grantee is solely responsible for all activities supported by the Grant. Page 1 of 8 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 C. Nothing in this Agreement creates a partnership, agency,joint venture, employment, or any other type of relationship between the parties. D. The Grantee shall not represent itself as an agent of the CDA for any purpose and has no authority to bind the CDA in any manner whatsoever. 8. MUTUAL LIABILITY Each party hereto agrees to be responsible and assume mutual and proportional liability for its own wrongful or negligent acts of omissions, or those of its officers, agents or employees to the full extent required by law. 9. UNENFORCEABLE PROVISION In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and will not be affected thereby. 10.CONTRACTORS/CONSULTANTS The Grantee, and the agents and employees of Grantee, in the performance of this Agreement, are not officers, employees, or agents of the CDA. The Grantee's obligation to pay its Contractors/Consultants is an independent obligation from the CDA's obligation to make payments to the Grantee. Grantee agrees to comply with all applicable State and local laws and regulations during the term of this Agreement. All Contractors/Consultants shall have the proper licenses/certificates required in their respective disciplines. The Contractors/Consultants shall not affect the Grantee's overall responsibility for the management of the project, and the Grantee shall reserve sufficient rights and control to enable it to fulfill its responsibilities under this Agreement. 11.NON-DISCRIMINATION CLAUSE During the performance of this Agreement, Grantee and its Contractors will not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, sexual orientation, race, color, ancestry, religious creed, national origin, physical or mental disability, medical condition, age, marital status, and denial family care leave. The Grantee and Contractors will ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Grantee and Contractors will comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12990 et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Grantee and its Contractors will give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining unit or other Agreement. The Page 2 of 8 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 Grantee must include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement. 12.EXCISE TAX The State of California is exempt from Federal excise taxes and no payment will be made for any taxes levied on employees' wages. The CDA will pay for any applicable State of California or local sales or use taxes on the services rendered or equipment or parts supplied pursuant to this Agreement. California may pay any applicable sales and use tax imposed by another State. 13.DISPUTES The Grantee must continue with the responsibilities under this Agreement during any dispute. In the event of a dispute, the Grantee must file a "Notice of Dispute" with the CDA Agreement Manager or designee within ten (10) calendar days of discovery of the problem. The Notice of Dispute must contain the Agreement number. Within ten (10) calendar days of receipt of the Notice of Dispute, the CDA Agreement Manager or designee must meet with the Grantee for the purpose of resolving the dispute. In the event of a dispute, the language contained within this Agreement prevails. 14.DISPUTE RESOLUTION In the event of a dispute, Grantee will discuss the problem informally with CDA's Grant Agreement Manager. If unresolved, the Grantee shall file a written "Notice of Dispute" with the CDA Grant Agreement Manager within ten (10) days of discovery of the problem. Within ten (10) days of receipt, the CDA Grant Agreement Manager shall meet with the Grantee for purposes of resolving the dispute. Any dispute arising under the terms of this Agreement which is not disposed of within a reasonable period of time, the Grantee may bring it to the attention of the Deputy Director of the Division of Home and Community Living (DHCL) at dhcl(a-)_aging.ca.gov. The decision of the CDA DHCL Deputy Director shall be final. Unless otherwise instructed by the CDA Grant Agreement Manager, the Grantee shall continue with its responsibilities under this Agreement during any dispute. 15.RIGHT TO TERMINATE This Agreement may be terminated by either party hereto upon written notice delivered to the other party at least thirty (30) calendar days prior to the intended date of termination. By such termination, neither party may nullify obligations already incurred prior to the date of termination. In the event of Termination for Convenience of this Agreement by CDA, CDA must pay all responsible costs and non-cancellable obligations incurred by the Grantee as of the date of termination. 16.TERMINATION FOR CAUSE Either party reserve the right to immediately terminate this Agreement for cause subject to written notice. However, each party will have ten (10) calendar days after receipt of the termination notice to cure the breach. If the breach is not cured within ten (10) calendar days of receipt of notice, the CDA shall reimburse the Grantee for all documented costs incurred up to the date of termination, including all non-cancellable obligations. Page 3 of 8 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 17.FORCE MAJEURE The Grantee shall not be liable for any failure to perform as required by this Agreement, to the extent such failure to perform is caused by any of the following: labor disturbances or disputes of any kind, accidents, failures of any required governmental approval, civil disorders, acts of aggression, acts of God, energy or other conservation measures, failure of utilities, mechanical breakdowns, materials shortages, disease, pandemics, or similar occurrences. 18.SUSPENSION OF PAYMENTS Reimbursement under this Agreement may be suspended or terminated, or both, and Grantee may be subject to debarment if CDA determines that Grantee has breached the terms of this Agreement. A determination of breach may be appealed in writing and post marked within ten (10) calendar days of the date of notification, and emailed to CDA, Legal Office at Legal(a�CDA.ca.gov. 19.BREACH PROVISIONS The Grantee may be in material breach under this Agreement if it fails to comply with any term of this Agreement. In the event of a material breach, CDA shall provide in writing a Notice of Breach to the Grantee within ten (10) calendar days upon discovery of breach. Grantee shall have ten (10) calendar days from receipt of the notice to cure the breach. If the Grantee fails to cure the breach within the time prescribed by this Agreement, CDA may do any of the following: A. Suspend payments; B. Demand repayment of all funding; C. Terminate the Agreement; or D. Take any other action deemed necessary to recover costs. If CDA determines that Grantee is not in material breach but that a Project is not being implemented in accordance with the provisions of this Agreement, or that Grantee has failed in any other respect to comply with the provisions of this Agreement, and if Grantee does not remedy any such failure in a reasonable manner, CDA may withhold all or any portion of the grant funding and take any other action that CDA deems necessary to protect its interests. Where a portion of the grant funding has been disbursed to the Grantee and CDA notifies Grantee of its decision not to release funds that have been withheld pursuant to Exhibit C, Suspension of Payments Provision, the portion that has been disbursed shall thereafter be repaid immediately. CDA may consider Grantee's refusal to repay the requested disbursed amount a contract breach subject to the default provisions in Suspension of Payments Provision. Page 4 of 8 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 If CDA notifies Grantee of its decision to withhold the entire funding amount from Grantee pursuant to this paragraph, this Agreement shall terminate upon receipt of such notice by Grantee and CDA shall no longer be required to provide funds under this Agreement and the Agreement shall no longer be binding on either party. In the event CDA finds it necessary to enforce this provision of this Agreement in the manner provided by law, Grantee agrees to pay all costs incurred by CDA including, but not limited to, reasonable attorneys' fees, legal expenses, and costs. 20.PUBLICITY AND ACKNOWLEDGEMENT The Grantee agrees that it will acknowledge CDA's support whenever projects funded, in whole or in part, by this Agreement are publicized in any news media, brochures, publications, audiovisuals, presentations or other types of promotional material in accordance with the Grant Procedures Manual, if applicable. Grantees may not use the CDA logo. 21.NEWS RELEASES/PUBLIC CONFERENCES The Grantee agrees to notify the CDA in writing at least two (2) business days before any news releases or public conferences are initiated by the Grantee or its Contractors/Consultants regarding the project described in the Attachments, Scope of Work and Budget and any project results. 22.SCOPE OF WORK AND BUDGET CHANGES Changes to the Scope of Work, Budget or the Project term, must be requested in writing to CDA Grant Administrative Contact no later than thirty (30) days prior to the requested implementation date. Any changes to the Scope of Work and Budget are subject to CDA approval and, at its discretion, CDA may choose to accept or deny any changes. If accepted and after negotiations are concluded, the agreed upon changes will be made and become part of this Agreement. CDA will respond in writing as to whether the proposed changes are accepted. 23.REPORTING REQUIREMENTS The Grantee agrees to comply with all reporting requirements specified in Scope of Work and/or Grant Procedures Manual, if applicable. 24.EQUIPMENT Purchase of equipment not included in the approved Budget requires prior approval. 25.CLOSEOUT The Agreement will be closed out after the completion of the project or project term, receipt and approval of the final expenditure report and financial closeout report, and resolution of any performance or compliance issues. 26.CONFIDENTIAL AND PUBLIC RECORDS Page 5 of 8 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 The Grantee and CDA understand that each party may come into possession of information and/or data which may be deemed confidential or proprietary by the person or organization furnishing the information or data. Such information or data may be subject to disclosure under the California Public Records Act or the Public Contract Code. CDA has the sole authority to determine whether the information is exempt from public release. If CDA deems the data exempt, it shall maintain such information as confidential and notify the Grantee of any requests for release of the information. 27.PROPERTY DAMAGE CLAIMS PROCESS Should a property owner claim damages arising under, related to or involving this Agreement, the Grantee shall forward the property owner's written request for compensation to the CDA Agreement Manager. The written request shall be fully supported by factual information. The Deputy Director or designee will have thirty (30) calendar days after receipt of the written request to render a written decision. If a written decision is not rendered within thirty (30) calendar days after receipt of the request or the property owner disputes the CDA's decision, the property owner may file a claim with the California Department of General Services. 28.AMENDMENTS Changes to funding amount or Agreement term require an amendment and must be requested in writing to the CDA Agreement Manager or designee no later than sixty (60) calendar days prior to the requested implementation date. Amendments are subject to CDA approval, and, at its discretion, may choose to accept or deny these changes. No amendments are possible if the Agreement is expired. No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties, and approved as required. No verbal understanding or agreement not incorporated into this Agreement is binding on any of the parties. This Agreement may be amended, modified or augmented by mutual consent of the parties, subject to the requirement sand restrictions of this paragraph. 29.COPYRIGHT A. The Grantee owns and retains titles to any copyrights or copyrightable material from any original works that it creates within the scope of this Agreement in accordance with the federal Copyright Act (17 U.S.C. 101, et seq.). B. The Grantee is responsible for obtaining any necessary licenses, permissions, releases or authorizations to use text, images, or other materials owned, copyrighted, or trademarked by third parties and for extending such licenses, permissions, releases, or authorizations to the California Department of Aging pursuant to this section. C. The CDA may upload, post, or transmit copyrighted material produced or purchased with grant funds on a California Department of Aging website for public access and viewing. 30.RECORDS Page 6 of 8 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 A. Communications, grant related documents, data, original receipts, and monthly expenditure reports must be maintained by the Grantee and shall be made available to CDA upon request. B. The Grantee agrees to maintain adequate grant program records and adequate financial records consistent with generally accepted accounting practices. C. The Grantee shall maintain satisfactory financial accounts, documents, including loan documents, and all other records for the project and to make them available to CDA for auditing at reasonable times. The Grantee also agrees to retain such financial accounts, documents, and records for five years following project termination or issuance of final payment, whichever is later. D. The Grantee shall keep such records as CDA shall prescribe, including records which fully disclose: i. The disposition of the proceeds of CDA funding assistance; ii. The total cost of the project in connection with such assistance that is given or used; iii. The amount and nature of that portion of the project cost supplied by other sources; and iv. Any other such records that will facilitate an effective audit. E. The Grantee agrees that CDA shall have the right to inspect and make copies of any books, records, or reports pertaining to this Agreement or matters related thereto during regular office hours. The Grantee shall maintain and make available for inspection by CDA accurate records of all of its costs, disbursements and receipts with respect to its activities under this Agreement. Such accounts, documents, and records shall be retained by the Grantee for at least five years following project termination or issuance of final payment, whichever is later. F. The Grantee shall use a generally accepted accounting system as outlined within the Grant Procedures Manual. 31.SEVERABLILITY If any provision of this Agreement or the application thereof is invalid, that invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provision or application, and to this end the provisions of this Agreement are severable. 32.APPLICABLE LAW The laws of the State of California shall govern all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the Page 7 of 8 California Department of Aging Fresno County Access to Technology Grant Agreement Number: AT-2223-10 parties hereunder. The parties hereby waive any right to any other venue. The place where the Agreement is entered into and place where the obligation is incurred is Sacramento County, California. Page 8 of 8