KAWAME COLEMAN, DISTRICTI RICKY HUGH FOSKEY, DISTRICTII JIMS SHERROD, DISTRICTIV TIMMY OLIVER, DISTRICTV  L.GUY SINGLETARY, COUNTY ADMINISTRATOR HALEILAMB, RICHARD MCNEELY, COUNTY ATTORNEY JUSTIN MORRIS, PUBLIC WORKS DIRECTOR  1812  CLERK  EMANUEL COUNTY BOARD OF COMMISSIONERS:  THE FLACE TO GROW  REGULAR MEETING . MINUTES June 17,2024, 6:00 P.M.  Name  Position  Status  Hugh Foskey Jim Sherrod Kawame Coleman Ricky Thompson Timmy Oliver Richard McNeely L. Guy Singletary Haleil Lamb  Chairman Vice Chairman Commissioner Commissioner Commissioner County Attorney County Administrator County Clerk  Present Present Present Present Present Present Present Present  Chairman Hugh Foskey greeted the guests and opened the meeting. County Attorney Richard McNeely gave the invocation. Vice Chairman Jim Sherrod led the Pledge of Allegiance.  A motion was made to approve the. June 10, 2024 workshop minutes; the June 3, 2024 bond  workshop minutes; and the May 20, 2024 regular meeting minutes. MOTION: Vice Chairman. Jim Sherrod SECOND: Commissioner Ricky Thompson  FAVORED: ALL IN FAVOR - Vice Chairman Jim Sherrod, Commissioner Ricky Thompson, Chairman Hugh Foskey, Commissioner Kawame Coleman, Commissioner  Timmy Oliver NAYS: None ABSTAINED: None ABSENT:None  Ar motion was made approve a contract with the Area Agency on Aging for the Emanuel County  Senior Center. (A copy of the contract will be recorded with the minutes.)  MOTION: Commissioner Timmy Oliver SECOND: Vice Chairman Jim Sherrod  FAVORED: ALL IN FAVOR - Commissioner Timmy Oliver, Vice Chairman Jim Sherrod, Chairman Hugh Foskey, Commissioner Kawame Coleman, Commissioner  Ricky Thompson NAYS: None  1Page    ABSTAINED: None ABSENT: None  Am motion was made to reappoint Nicky Drake to the EMS Council. MOTION: Commissioner Ricky Thompson SECOND: Commissioner Kawame Coleman  FAVORED: ALLINI FAVOR- Commissioner Ricky Thompson, Commissioner Kawame Coleman, Chairman Hugh Foskey, Vice Chairman Jim Sherrod, Commissioner  Timmy Oliver NAYS:None ABSTAINED: None ABSENT: None  An motion was made to appoint Gary Mason, Vice Chairman Jim Sherrod, Commissioner Kawame Coleman, and Commissioner Ricky Thompson to the Public Facilities Authority with  the intent to appoint a fifth board member later. MOTION:Vice Chairman Jim Sherrod SECOND: Commissioner Timmy Oliver  FAVORED: ALL INFAVOR: - Vice Chairman Jim Sherrod, Commissioner Timmy Oliver, Chairman Hugh Foskey, Commissioner Kawame Coleman, Commissioner Ricky  Thompson NAYS:None ABSTAINED: None ABSENT:None  AI motion was made to approve the purchase of a recorder for the 911 system in the amount of  $113,525.00. Said purchase will be made using SPLOST VI funds. MOTION: Commissioner Ricky Thompson SECOND: Commissioner Kawame Coleman  FAVORED:. ALLINI FAVOR- - Commissioner Ricky Thompson, KC, Chairman Hugh  Foskey, Vice Chairman Jim Sherrod, Commissionerlimmy Oliver  NAYS: None ABSTAINED: None ABSENT: None  A motion was made to accept a proposal from The Bellevue Firm to become the county's auditor.  MOTION: Vice Chairman Jim Sherrod SECOND: Commissioner Timmy Oliver  FAVORED: ALL IN FAVOR- Vice Chairman Jim Sherrod, Commissioner Timmy Oliver, Chairman Hugh Foskey, Commissioner Kawame: Coleman, Commissioner Ricky  Thompson  2Page    NAYS:None ABSTAINED: None ABSENT:None  AI motion was made to provide Georgia Power Company space to develop community charging stations on county property at 1191 East Main Street, Swainsboro. (A copy oft the contract will be  recorded with the minutes.)  MOTION: Commissioner: Kawame Coleman SECOND: Commissioner Ricky Thompson  FAVORED: ALL IN) FAVOR- Commissioner Kawame Coleman, Commissioner! Ricky Thompson, Chairman Hugh Foskey, Vice Chairman. Jim Sherrod, CommissionerTimmy  Oliver NAYS: None ABSTAINED: None ABSENT: None  There being no further business, the meeting was adjourned in good order.  Chairman  County Administrator  E  Hagk Trhay  3Page    331 West Parker Street 912-367-3648 888-367-9913  OGA Baxley, Georgia 31513  Regional Commission Area Agency on Aging  May 31,2024 Guy Singletary 101 North Main Street Swainsboro, GA 30401 Dear Mr. Singletary,  Emanuel County Board of Commissioners  Attached is a copy of Contract #HGAAAA-2025-03 between your agency and the Heart of Georgia Altamaha Regional Commission for the contract period ofJuly 1,2024, through June Please sign on the following pages and return an original signature to our ofice for further processing as soon as possible, but not later than June 14, 2024. After final execution we will  30, 2025.  return a copy to you.  Pages that require signature and/or other information include:  33 54 64  57-add your organization'sl HIPAA officer 66-top- -1 initial "DOES NEED" 66- complete table - all staffneed write access 67-0 complete all  65-list names and position titles for those with access to PHI (Protected Health Info)  We look forward to working with you during SFY'2025. Ifyou have any questions during  the contract year, please do not hesitate to call. Kunsfuglen Lisa Livingston, Director Area Agency on Aging  Sincerely,    STATE OF GEORGIA COUNTYOF. APPLING CONTRACT  CONTRACTNUMBER:HGAAAA-2025-03 CFDA MAS-Dc.TAW-IC  93.053-NSIP  Para #101 CONTRACT BETWEEN: THIS CONTRACT is made and entered into by and between the Heart ofGeorgia Altamaha Regional Commission as the Area Agency on Aging  (hereinafter called the COMMISSION.  AND  EMANUEL COUNTY BOARD OF COMMISSIONERS  Legally empowered to contract, pursuant to the laws ofGeorgia and hereinafter referred to as the CONTRACTOR. The COMMISSION has received Grants from the Georgia Division of Aging, Department ofHuman Services, through the United States Department ofHealth and Human Services, Administration on Aging, under Title III ofthe Older Americans Act of 1965, as amended, and has been designated by the Division of Aging, Department ofHuman Services as the Area Agency on Aging and the Lead Intake and Assessment Agency for the Elderly & Disabled Waiver Program under the Department of Community Health to provide a comprehensive delivery system with an array ofservices for the elderly and/or persons with disabilities ofthe seventeen (17)counties within the Heart ofGeorgia Altamaha Regional Commission boundaries, these serviçes are to be rendered in order that elderly and/or disabled Georgians may live independently in their communities for as long as possible thereby preventing premature institutional placement, The COMMISSION desires to engage the CONTRACTOR to render certain professional services in connection therewith. This Contract is deemed to be made under and shall be construed and enforced in every respect according to the laws ofthe State of Georgia. Any lawsuit or other action based on a claim arising from this Contract shall be brought in a court or other forum of competent Nothing contained in this Contract shall be construed to constitute the CONTRACTOR or any ofits employees, agents, or subcontractors as a partner, employee, or agent oft the COMMISSION, nor shall either party to this Contract have any authority to bind the other in any respect, it being This contract or any performance required by it shall not be assigned, transferred, or delegated to another party without the express prior written consent ofthe COMMISSION.  and  jurisdiction within the State ofGeorgia.  intended that each shall remain an independent CONTRACTOR.  Para #101 CONTRACT DEFINED:  The following words shall be defined as set forth below:  "Administrative Addendum" means a form issued and executed by the COMMISSION to revise certain administrative information that does not affect the terms and conditions oft the Contract. For  HOGAAAA  1  Effective Date 7/1/24    example, the COMMISSION may issue an Administrative Addendum to revise contact persons for "Contract" means the agreement between the COMMISSION and the CONTRACTOR including  the COMMISSION.  annexes, amendments, renewals, extensions and addenda.  "CONTRACTOR means the provider(s) oft the Services under the Contract. "COMMISSION" means the Heart of Georgia Altamaha Regional Commission. "Department" or "DHS" means the State of Georgia Department of Human Services and the "Services". means the services and deliverables as provided in the Contract and described in the "State" means the State of Georgia, the Department, and its Divisions/Offices and any other authorized state entities requiring services under or having an interest in the Contract. Para # 101(a) PERFORMANCE OF SERVICES BYTHE CONTRACTOR:  Division/Office identified in the Department ofH Human Services.  Scope ofs Services.  The COMMISSION hereby agrees to engage the CONTRACTOR and the CONTRACTOR hereby agrees to perform the services as specified in this Contract. These services are to be rendered in order that elderly and/or persons with disabilities may live independently in their communities foras  long as possible thereby preventing premature institutional placement.  Para # 101(b) SERVICE AREA:  The CONTRACTOR shall perform all oft the necessary services provided under this Contract in  connection with and respecting the service area known as Emanuel county.  Para # 101(c) SCOPE OFS SERVICES:  The CONTRACTOR shall perform in a satisfactory manner as shall be determined by the A. Where standards, procedures and methods have not been specifically outlined in this  COMMISSION the services indicated in the Scope of Services:  Contract, the terms and conditions that are contained in the Area Plan on Aging and/or in the CONTRACTORS response to the request for proposal, on file at the COMMISSION, as  augmented by the regulations governing these programs shall apply.  B. A summary ofservice delivery sites for each fund source or program is attached hereto. The CONTRACTOR may not move and/or close service delivery sites during the term ofthis Contract without the prior written approval of the COMMISSION provided the total cost of  the Contract does not either increase or decrease.  HOGAAAA  2  Effective Date 7/1/24    C. The CONTRACTOR shall provide written reports to the COMMISSION on expenditures and program performance and other reports as deemed necessary by the COMMISSION and the Division of Aging Services, Department ofHuman Services, Georgia Department of Community Health or any unit oft the State ofGeorgia or United States Government, on a monthly and quarterly basis and in amanner prescribed by the COMMISSION. The  approved budget for all fund sources is attached hereto.  D. The CONTRACTOR agrees that the COMMISSION may carry out programmatic and fiscal monitoring and evaluation activities as determined necessary by the COMMISSION. The COMMISSION will communicate all observations and recommendations to the CONTRACTOR in writing and the CONTRACTOR must acknowledge in writing the receipt ofsuch reports to the COMMISSION no later than thirty (30) days after receipt oft the report and specify the corrections in case ofp program or fiscal discrepancies. referred by the COMMISSION (unless an ELAP client.)  E. The CONTRACTOR assures that all clients receiving services have been screened and F. The CONTRACTOR shall participate in all training programs as required by the COMMISSION and/or the Division ofA Aging Services, Department ofHuman Services  (DAS/DHS).  G. The CONTRACTOR is prohibited from implementing a means test except under Chapter 116, State Fee for Service System. Income or individual resources may not be used to deny H. The CONTRACTOR agrees to use unit cost methodology on an annual basis, in accordance with Division of Aging Services, Department ofHuman Services policies and procedures, to The CONTRACTOR agrees that during the Contract period, the COMMISSION and/or DHS exercises the right to reduce the funding level ofthis Contract based on projected lapse of funds and/or for CONTRACTOR non-performance of duties under this Contract. Client assessment data and other required data elements for home and community based services clients must be collected and entered into the DAS Data System (DDS)inati timely K. The CONTRACTOR agrees to develop and maintain a Quality Improvement Program Plan, Quality Improvement Policy, and other supporting documentation as requested by the COMMISSION. Said Quality Improvement Program Plan must address methods of conducting and incorporating the results ofsurveys assessing quality oft the services provided, customer satisfaction, and outcome-based evaluation. CONTRACTOR further agrees to follow the provisions of the COMMISSION'S Quality Improvement initiatives as  orl limit an individuals receipt ofservice.  determine projected cost ofo contracted services.  I.  J.  manner, within thirty (30) days of client receiving services.  implemented from time to time by the COMMISSION.  L. Services must be provided under the fund source or program components indicated. The  HOGAAAA  3  Effective Date 7/1/24    quantity oft the specific services to be provided is summarized and attached hereto. M. Comply fully with applicable policy and law governing provisions ofe each service authorized under this Contract, including compliance to any amendment or revision to applicable policy or law that may occur during the term ofthis Contract. N. The COMMISSION'S mailing address, telephone number, and contact person for correspondence, reports, and other matters relative to this Contract is:  Attention: Lisa Livingston, Area Agency on Aging Director Heart of Georgia Altamaha Area Agency on Aging  331 West Parker Street Baxley, Georgia 31513 (912)367-3648. Fax: (912)367-3640 e-mail: vinston@hoparcors  O. The CONTRACTORS mailing address, telephone number, and contact person for the  purposes oft this Contract is:  Attention: Guy Singletary Emanuel County Commissioners 101 North Main Street Swainsboro, GA 30401 (478)237-3881. Fax: (478)237-5449 e-mail: psingletary@emanuelco-ga.goy  Para # 101(d)! PROGRAM: INCOME/FEE FOR SERVICES:  The CONTRACTOR is accountable to the COMMISSION for any cash contributions and income derived from services provided through this Contract. All cash resources including program income/fee for service/cost share shall be reported to the COMMISSION monthly. Program Income includes funds from fee for service systems, and includes cost share, voluntary contributions and CONTRACTOR will assure that fees generated from cost sharing on all fund sources are used to  private pay.  meet at least one of the following objectives: Serve eligible persons currently on waiting lists  Expand service availability to areas in which services have not been available Reduce unmet need by increasing resources allocated to underserved areas ofthe planning and Develop and implement services for which there isa a demonstrated and documented need based on requests from consumers or other needs assessment data, but for which resources have been Private pay revenue must at least equal the cost of the service. Private Pay revenue above the cost of  service area unavailable.  the service and Voluntary Contributions may be used as follows: To meet any oft the objectives above for cost share fees  HOGAAAA  4  Effective Date 7/1/24    To expand the delivery of services to older persons, person with disabilities, their caregivers or  grandparents or other relatives serving as Kinship caregivers  Toe expand staffing capacity  Para #102 PERIOD OF CONTRACT:  This Contract has an effective beginning date ofthe Is day ofJuly 2024, and shall terminate on the 30th day of. June 2025, unless terminated earlier in accordance with the applicable terms and  conditions.  Para # 102(a) RENEWAL:  The parties agree that the COMMISSION shal! have up to four (4) options to renew this Contract for additional terms ofup to one (1): year, each upon the same terms and conditions, and in the amount in effect at the time ofrenewal. The renewal option shall be exercisable solely and exclusively by the COMMISSION. As to each term and subject to the termination provisions ofthis Contract, the Contract shall terminate absolutely and automatically at the close ofthe then-current term without further obligation by the COMMISSION. The original Contract, applicable amendments and any contract renewals shall bind the COMMISSION and the CONTRACTOR. Renewal will depend upon the best interests of the State, funding, and CONTRACTOR'S performance. Upon the COMMISSION's election, in its sole discretion, to renew any part ofthis Contract, CONTRACTOR shall remain obligated to perform in strict accordance with this Contract unless otherwise in writing  by the COMMISSION and the CONTRACTOR. Para # 102(b) EXTENSION:  In the event that this Contract shall terminate or be likely to terminate prior to the making of an award for a new contract for services or the completing ofall contracted deliverables, the COMMISSION may, with the written consent OFCONTRACTOR, extend this Contract for such period as may be necessary to afford the State a continuous supply ofthe services. Para #103 COMMISSION AND CONTRACTOR CONTACT INFORMATION  A.  Contact Information:  The mailing addresses, contact persons, and contact information listed may be changed during the term ofthis Contract by written notification to the other party. All notices provided for herein shall be deemed duly given upon delivery ifdelivered by hand or via email, or after three days ifby regular mail or certified/registered mail.  B. Change in CONTRACTOR Information:  In the event CONTRACTORS address, legal business name, or entity type or entity status changes during the term ofthis Contract, CONTRACTOR shall contact the COMMISSION  HOGAAAA  5  Effective Date 7/1/24    with the correct information within thirty days (30) ofsuch change.  C. Contract Service Delivery Sites:  This Contract involves the service delivery site(s) indicated in the. Annex titled Service Delivery Sites. The CONTRACTOR may move the service delivery site(s) during the term of this Contract with prior written approval oft the COMMISSION and DHS, provided the total Para #104 NONDISCRIMINATION. BY CONTRACTORS AND SUBCONTRACTORS: A. NONDISCRMINATION IN EMPLOYMENT PRACTICES: The CONTRACTOR agrees to comply with federal and state laws, rules, and regulations, and the COMMISSION'S/DHS policy relative to nondiscrimination in employment practices on the basis ofpolitical affiliation, religion, race, color, sex, sexual orientation, gender identity, disability, age, creed, veteran status or national origin. Nondiscrimination in employment practices is applicable to employees, applicants for employment, promotions, demotions, dismissal, and other elements NONDSCRMNATON IN'SERVICE! PRACTICES: The CONTRACTOR agrees to comply with federal and state laws, rules and regulations and the COMMISSIONS/DHS policy relative to nondiscrimination in consumerceustomerceient service practices on the basis of political affiliation, religion, race, color, sex, sexual orientation, gender identity, disability, age, creed, veteran status or national origin. Neither shall any individual be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination under any program or activity conducted or supported by the  cost ofthis Contract does not either increase or decrease.  affecting empoymenvemployees,  B.  COMMISSION/DHS.  C.  COMPLIANCE WITH APPLICABLE PROVISIONS OF THE AMERICANS WITH DISABILITIES ACT: The CONTRACTOR agrees to comply with all applicable provisions oft the. Americans with Disabilities Act (ADA) and any relevant federal and state laws, rules and regulations regarding employment practices toward individuals with disabilities and the avalabliyarcesibiliy of programs, activities, or services for consumers/customers/clients  with disabilities.  D. CONTRACTOR'SOBLIGATIONS REGARDINGSUBCONTRACTORSThe  CONTRACTOR agrees to require any Subcontractor performing services funded through this Contract to comply with all provisions oft the federal and state laws, rules, regulations and  policies described in this paragraph.  Para #1 105 CONHIDENTIALITY:  The CONTRACTOR agrees to abide by all state and federal laws, rules, and regulations and the COMMISSIONSDHS policy on respecting confidentiality ofindividuals' records. The CONTRACTOR will not disclose any confidential or protected information obtained in any way  HOGAAAA  6  Effective Date 7/1/24    from the COMMISSION without the express written authorization from the COMMISSION. The CONTRACTOR agrees to notify the COMMISSION within one (I)b business day of receipt ofa request for records under the Georgia Open Records Act, as subpoena, court order, or request for production ofdocuments seeking confidential information concerning DHS customers or clients. For legal assistance providers, CONTRACTOR shall not reveal information that is protected by The parties hereto acknowledge that some material and information that may come into their possession or knowledge in connection with this Contract, or the performance hereof, may consist of confidential and private information, the disclosure ofv which to or use by third parties may be damaging. The parties therefore agree to hold such material and information in strictest confidence, not to make use thereofother than as is necessary for performance ofthis Contract, and not to release ord disclose any information to any other party except as may be required by law. Each party hereby expressly agrees to immediately remove anys such party's employees or subcontractors from performing any work in connection with this Contract upon the other party giving notice that such employee or subcontractor has failed to meet the confidentiality obligations or standards ofthis Some services performed for the COMMISSION may require that CONTRACTOR sign a nondisclosure agreement. CONTRACTOR understands and agrees that refusal or failure to sign such a nondisclosure agreement, ifrequired, may result in termination oft the Contract.  attorney/client privilege.  Contract.  Para# # 106 INSPECTION OF WORK PERFORMED:  The COMMISSION ori its authorized representative shall have the right to enter into the premises of CONTRACTOR and/or all subcontractors, or any place where duties under this Contract are being performed, to inspect, monitor, or otherwise evaluate the performance under this Contract. Para # 107 INDEPENDENT CONTRACTOR RELATIONSHIP:  Ini its relationship with the COMMISSION and the Division of Aging/Department ofHuman Services for purposes of performing any services assigned under this Contract, CONTRACTOR warrants that CONTRACTOR is an Independent Contractor. CONTRACTOR shall therefore be responsible for compliance with all laws, rules, and regulations involving its employees and any subcontractor(s), including by not limited to employment oflabor, hours oflabor, health and safety, working conditions, workers' compensation insurance, and payment ofwages. Neither CONTRACTOR nor any OFCONTRACTORs: agents, servants, employees, subcontractors or suppliers shall become or be deemed to become agents, servants, or employees ofthe COMMISSION and the Division ofA Aging/Department ofHuman Services or any ofits agencies.  Parai # 108 CONFLICTOFI INTEREST:  The CONTRACTOR certifies that the provisions of the Official Code ofGeorgia Annotated (O.C.G.A.), Section 45-10-20 through 45-10-29, as amended, and O.C.G.A. Section 45-10-40 and 45-10-41 which prohibit and regulate certain transactions between certain state officials or employees and the State of Georgia, have not been violated and will not be violated in any respect.  HOGAAAA  7  Effective Date 7/1/24    Para#109 CONTRACTI MODIEICATIONIALTERATION:  A. No modification or alteration ofthis Contract, except for budget revision between existing line items which have been approved in advance by the COMMISSIONER or budget adjustments made in accordance with Section III ofthis Contract, will be valid or effective unless such modification is made in writing and signed by both parties and affixed to this Contract as an amendment indicating the Contract number involved, the original contracting parties and the original effective date ofthe Contract and the paragraph(s) being modified or  superseded, except as stated in subparagraph B immediately below.  B. Notwithstanding subparagraph A immediately above, the COMMISSION shall considera modification to funding of existing program components upon receipt ofa Contract Amendment Request (per Division of Aging Services Administrative Policy Manual 5600, Section 3200) signed by an authorized representative of the CONTRACTOR or other format approved by the COMMISSION. Such modification will be valid and effective upon written notice to the CONTRACTOR. The notice must be signed by the COMMISSION representative and affixed to this Contract as an amendment indicating the Contract number involved, the original contracting parties and the paragraph(s) being modified. C. In the event that either oft the sources of reimbursement for services under this Contract (appropriations from the General Assembly of the State of Georgia, or the Congress ofthe United States of America) are reduced during the term ofthis Contract, the COMMISSION has the absolute right to make financial and other adjustments to this Contract and to notify the CONTRACTOR accordingly. Such adjustment(s) may require a Contract amendment including, but not limited to, a termination ofthe Contract. The certification by the COMMISSION ofthe occurrence ofeither ofthe reductions stated above shall be conclusive.  Para#110 COMMISSION'S RIGHT1 TO SUSPEND CONTRACT:  The COMMISSION reserves the right to suspend the Contract in whole or inj part in the event that the COMMISSION in its sole discretion initiates an investigation into the performance and delivery ofservices by CONTRACTOR or in good faith determines that there is a likelihood that the CONTRACTOR is failing to comply with the quality ofs service or the specific completion schedule ofi its duties under this Contract, and/or to require further proof ofr reimbursable expenses prior to payment thereof; and/or to require improvement in the programmatic performance or service  delivery.  Para #111 TERMINATION:  A. DUETONON-AVAILABLITY OF FUNDS: Notwithstanding any other provision ofthis Contract, in the event that either oft the sources ofreimbursement for services under this Contract (appropriations from the General Assembly of the State of Georgia or the Congress ofthe United States of America) no longer exist or in the event the sum of all obligations of the COMMISSION incurred under this and all other Contracts entered into for this program exceeds the balance ofsuch Contract sources, then this Contract shall immediately terminate  HOGAAAA  8  Effective Date 7/1/24    without further obligation oft the COMMISSION as oft that moment. The certification by the EXECUTIVEDIRECTOR oft the COMMISSION ofthe occurrence ofeither of the events  stated above shall be conclusive.  B. DUETOD DEFAULTORFOR CAUSE: This Contract may be terminated for cause, in whole or in part, at any time by the COMMISSION for failure ofthe CONTRACTOR to perform any ofthe provisions hereof. Should the COMMISSION exercise its right to terminate this Contract under the provisions ofthis paragraph, the termination shall be accomplished in writing and specify the reason and termination date. The CONTRACTOR will be required to submit the final contract expenditure report not later than 45 days after the effective date of written notice oftermination. Upon termination ofthis Contract, the CONTRACTOR shall not incur any new obligations after the effective date oft the termination and shall cancel as many outstanding obligations as possible. The above remedies are in addition to any other  remedies provided by law or the terms ofthis Contract.  C. FORCONVENIENCE This Contract may be cancelled or terminated by either oft the parties without cause. This Contract may be terminated by the CONTRACTOR for any reason upon 60 days prior written notice to the COMMISSION. This Contract may be terminated by the COMMISSION for any reason upon 30 days prior written notice to the CONTRACTOR. D. IMMEDIATE TERMINATION: Notwithstanding any other provision ofthis CONTRACT, the COMMISSION may terminate this Contract if any of the following events occurs: 1. CONTRACTOR becomes insolvent or liquidation or dissolution or a sale of the 2. CONTRACTOR or any Subcontractor violates or fails to comply with any applicable 3. CONTRACTOR or any Subcontractor knowingly provides fraudulent, misleading or misrepresentative information to any consumereusomeri-lient of the COMMISSION or 4. CONTRACTOR has exhibited an inability to meet its financial or services obligations 5. A voluntary or involuntary bankruptcy petition is filed by or against the CONTRACTOR under the U.S. Bankruptcy Code or any similar petition under any state insolvency law. 6. An assignment is made by the CONTRACTOR for the benefit of creditors. 7. A proceeding for the appointment ofa receiver, custodian, trustee, or similar agent is 8. The COMMISSION deems that such termination is necessary ift the CONTRACTOR fails to protect or potentially threatens the health or safety ofany consume/cusomerclent and/or to prevent or protect against fraud or otherwise protect the personnel, 9. CONTRACTOR is debarred or suspended from performing services on any public contracts and/or subject to exclusion from participation in the Medicaid or Medicare 10. Contractor loses or has any license, certification or accreditation sanctioned that is  CONTRACTOR'S assets begins. provision of federal or state law or regulation.  to the COMMISSION. under this Contract.  initiated with respect to the CONTRACTOR.  ohumercisionmerclems, facilities, or services.  programs.  required by this Contract or state and federal laws.  HOGAAAA  9  Effective Dale 7/1/24    Para#112 COOPERATIONINTRANSITION. OF SERVICES:  The CONTRACTOR agrees upon termination oft this Contract, in whole or in part, for any reason will cooperate as requested by the COMMISSION to effectuate the: smooth and reasonable transition ofthe care and services for consumers/customers/clients as directed by the COMMISSION. This will include but not be limited to the transfer oft the consumereustomereliemt records, database access codes or passwords and any and all other means necessary to transfer and access electronic data, personal belongings, and funds ofa all comumerycusomerciems as directed by the COMMISSION. CONTRACTOR further agrees that should it go out ofbusiness and/or cease to operate, all original records ofconsumers/customers/clients served pursuant to this Contract shall be transferred by the CONTRACTOR to the COMMISSION immediately and shall become the property ofthe COMMISSION. Unless otherwise specified in this Contract, CONTRACTOR shall  effectuate and accomplish transition at no cost to the COMMISSION.  Para#113 FORCE MAJEURE:  Each party will be excused from performance under this Contract to the extent that it is prevented from performing, in whole ori in substantial part, due to delays caused by an act ofGod, civil disturbance, civil or military authority, war, court order, acts of public enemy, and such nonperformance will not be default under this Contract nor al basis for termination for cause. Nothing in this paragraph shall be deemed to relieve the CONTRACTOR from its liability for work performed by any subcontractor. Ifthe services to be provided to the COMMISSION are interrupted by a force majeure event, the COMMISSION will be entitled to an equitable adjustment to the fees  and other payments due under this Contract.  Para#114 ACCESSTORECORDSANDINVESTIGATION:  A. The State, and Federal Government, the Division of Aging, Department ofHuman Services and the COMMISSION shall have access to all pertinent books, documents, papers, correspondence, including e-mails, management reports, memoranda, and any other records ofthe CONTRACTOR and subcontractor (collectively, "records") for the purpose of conducting or reviewing audit examinations, excerpts, and transcripts. CONTRACTOR and subcontractor record retention requirements are seven years from submission of final expenditure report. Ifany litigation, claims, or audit is started before the expiration of the seven-year period, the records shall be retained until all litigations, claims or audit findings  involving the records have been resolved.  B. The CONTRACTOR agrees that the DHS Office of Inspector General, upon the request of the DHS Commissioner or his designee, has full authority toi investigate any allegation of misconduct inj performance ofduties arising from this Contract made against an employee or agent ofthe CONTRACTOR. The CONTRACTOR agrees to cooperate fully in such investigations by providing the Office of Inspector General full access to its records and by allowing its employees and agents tol be interviewed during such investigations.  HOGAAAA  10  Effective Date 7/1/24    C. The COMMISSION and the Division of Aging, Department ofHuman Services, shall have the right to monitor and inspect the operations ofthe CONTRACTOR and any subcontractor for compliance with the provisions ofthis Contract and all applicable federal and state laws and regulations, with or without notice, at any time during the term ofthis Contract. The CONTRACTOR agrees to cooperate fully with these monitoring and inspection activities. Such monitoring and inspection activities may include, without limitation, on-site health and safety inspections, financial and behavioral health/clinical audits, reviewo ofany records developed directly or indirectly as a result ofthis Contract, review ofmanagement systems, policies and procedures, review ofs service authorization and utilization activities, and review ofany other areas, activities or materials relevant to or pertaining to this Contract. The COMMISSION will provide the CONTRACTOR with a report ofany findings and recommendations and may require the CONTRACTOR to develop corrective action plans as appropriate. Such corrective action plans may include requiring the CONTRACTOR to make changes in service authorization, utilization practices, and/or any activity deemed necessary D. The CONTRACTOR agrees to make available at all reasonable times during the period set forth below any oft the records oft the contracted work for inspection or audit by any authorized representative of the Division of Aging Services, the Georgia State Auditor or other authorized federal or state agency. CONTRACTOR shall preserve and make available its records for a period ofseven years from the date of final payment under this Contract and fors such period, ifany, as is required by applicable statue, or by any other paragraph oft this Contract. Ifthe Contract is completely or partially terminated, the records relating to the work terminated shall be preserved and made available for a period ofseven years from the date ofany resulting final settlement. Records that relate to appeals, litigation, or the settlements ofclaims arising out ofthe performance oft this Contract, or costs and expenses of any such agreement as to which exception has been taken by the State Auditor, other authorized federal or state agency, or any oftheir authorized representatives, shall be retained foraj period ofs seven years by CONTRACTOR after such appeals, litigation, claims or  by the COMMISSION.  exceptions have been resolved.  Para#115 DEPARTMENT ATTROVALOFAURKOITRACTR  Any subcontracts or delegation oft the authority herein will be submitted to the COMMISSION for approval prior to execution and any such approval given shall be in writing. The CONTRACTION specifically agrees to be responsible for the performance ofany subcontractor or other duties delegated and all provisions ofthis Contract. The CONTRACTOR will ensure that the subcontractor both understands and abides by all pertinent provisions of the Contract and regulations applicable to the subcontractor. The CONTRACTOR agrees to reimburse the COMMISSION forany federal or state audit disallowances arising from the subcontractor's performance on non-performance ofduties under this Contract which are delegated to the subcontractor. The COMMISSIONS Executive Director is the approving authority for subcontracts and delegation ofauthority.  Para#116 SUBCONTRACIS:  HOGAAAA  11  Effective Date 7/1/24    A. The CONTRACTOR will be responsible for the performance ofany subcontractor to whom any duties are delegated under any provisions ofthis Contract. All subcontracts shall be submitted to the COMMISSION for written approval prior to execution. The Executive Director ofthe COMMISSION shall be the COMMISSION'S. approvingauthority forall  subcontracts relating to this Contract.  B. The CONTRACTOR agrees to reimburse the COMMISSION for any federal or state audit disallowances arising from the subcontractor's performance or non-performance ofduties  under this Contract which are delegated to the subcontractor.  C. Ifthe CONTRACTOR subcontracts for the provision ofany deliverables pursuant to this Contract, the CONTRACTOR agrees to include the following in each subcontract: 1. Stipulations that the subcontractor is required to adhere to each provision ofthis Contract related to the quality and quantity ofdeliverables, compliance with state and federal laws and regulations, confidentiality, auditing, access to records and contract  administration.  2. A clear statement oft the service or product being acquired through said subcontract with detailed description ofcost, including properly completed Division of Aging Services Unit Cost Methodology documentation, as appropriate.  D. The CONTRACTOR shall promptly pursue, at its own expense, appropriate legal and equitable remedies against any subcontractor who fails to adhere to the Contract requirements. The CONTRACTOR'S: failure to proceed against a subcontractor will constitute a separate breach by the CONTRACTOR in which case the COMMISSION may  pursue appropriate remedies as a result of such breach.  Para#117 CONTRACTORSUBCONTRACTORLICENSE REQUIREMENTS: A. The CONTRACTOR agrees to maintain any required city, county and state business licenses and any other special licenses required, prior to and during the performance ofthis Contract. B. The CONTRACTOR is responsible to ensure that Subcontractors are appropriately licensed. C. The CONTRACTOR agrees to notify the COMMISSION in writing within one (I) business day ofthe loss or sanction of any license, certification, or accreditation required by this Contract, or by state or federal laws. The CONTRACTOR agrees that ifit loses ori is sanctioned with regard to any license, certification or accreditation required by this Contract or state and federal laws, that this Contract may be terminated immediately in whole ori in  part.  Para#118 CONSULTANTSTUDY CONTRACT  HOGAAAA  12  Effective Date 7/1/24    A. The CONTRACTOR agrees not to release any information, findings, research, reports,  recommendations, or other material developed or utilized during or as a result ofthis Contract until after the information has been provided to the COMMISSION, appropriately presented  to the Region Council, and made ai matter of public record.  B. The CONTRACTOR further agrees that any research, study, review, or analysis ofthe consumers/customers/clients served under this Contract by any outside individual or organization must be conducted in conformance with 45 CFR part 46, Protection of! Human C. All products developed/collected including raw data databases, including code specifications, shall be the property oft the COMMISSION and may be subject to review and validation by  Subjects.  the COMMISSION prior to completion ofs study.  Para#119 PUBLICITY:  CONTRACTOR must ensure that any publicity given to the program or services provided herein identifies the COMMISSION: and the Division of Aging, Department of Human Services as sponsoring agencies. Publicity materials include, but are not limited to signs, notices, information pamphlets, press releases, brochures, radio or television announcements, or similari information prepared by or for the CONTRACTOR. Prior approval for the materials must be received from the COMMISSION. All media and public information materials must also be approved by the COMMISSION. In addition, the CONTRACTOR shall not display the COMMISSION'S: (nor the Division of Aging, Department ofHuman Services) name or logo in any manner, including, but not limited to, display on CONTRACTOR'S letterhead or physical plant, without the prior written authorization ofthe COMMISSION. The CONTRACTOR shall further provide the COMMISSION  with copies ofr news releases and community education materials.  Para # 120 INDEMNIPICATION:  CONTRACTOR hereby waives, releases, relinquishes, discharges and agrees toi indemnify, protect and save harmless the State of Georgia (including the State Tort Claims Trust Fund), DHS, the Department of Administrative Services ("*DOAS"), their officers and employees (collectively "indemnitees"): ofand from any and all claims, demands, liabilities, losses, costs or expenses and attomeys' fees caused by, growing out of, or otherwise happening in connection with this Contract due to any act or omission on the part OFCONTRACTOR, its agents, employees, subcontractors, or others working at the direction OfCONTRACTOR or on CONTRACTOR'S behalf due to the application or violation ofany pertinent federal, state or local law, rule or regulation, or due to any breach ofthis Contract by CONTRACTOR (collectively, the "Indemnity Claims"). This indemnification extends to the successors and assigns of the CONTRACTOR, and this indemnification and release survives the termination ofthis Contract and the dissolution or, to the Ifand to the extent such damage or loss as covered by thisi indemnification is covered by the State Tort Claims Fund or any other self-insurance funds maintained by the Department of Administrative  extent allowed by law, the bankruptcy oft the CONTRACTOR.  HOGAAAA  13  Effective Date 7/1/24    Services (collectively, the "funds"), the CONTRACTOR agrees to reimburse the Funds for such funds paid out by the Funds. To the full extent permitted by the Constitution and the laws ofthe State ofGeorgia and the terms ofthe Funds, the CONTRACTOR and its insurers waive any right of subrogation against the State of Georgia, the Indemnitees, and the Funds and insurers participating thereunder, to the full extent ofthis indemnification. CONTRACTOR shall, at its expense, procure the insurance policies required by this CONTRACT, in coverage amounts as specified in this CONTRACT, with endorsements waiving rights ofsubrogation against the State, the Indemnitees, CONTRACTOR shall, at its expense, be entitled to and shall have the duty to participate in the defense ofany suit against the Indemnitees. No settlement or compromise of any claim, loss or damage asserted against Indemnitees shall be binding upon Indemnitees unless expressly approved Except as otherwise provided, nothing in this Contract shall limit CONTRACTOR'sI indemnification liability arising from claims brought by any third party against the COMMISSION and the state.  the Funds and insurers participating thereunder.  by the Indemnitees.  Para# #121 INSURANCE:  The following requirements shall be adhered to by CONTRACTORS throughout the duration ofthe Contract, and as may otherwise be specified herein. CONTRACTOR shall procure and maintain insurance that shall protect the CONTRACTOR and the COMMISSION from any claims for bodily injury, property damage, or personal injury that may arise out of operations under the Contract. CONTRACTOR shall procure the insurance policies ati its own expense and shall furnish the COMMISSION an insurance certificate of the coverage required in this section listing the COMMISSION as certificate holder. In addition, the insurance certificate must provide the name and address oft the insured, name, address, telephone number and signature of the authorized agent; the name ofthe insurance company (licensed to operate in Georgia ); a description ofthe coverage in detailed standard terminology (including policy period and limits ofliability); and an acknowledgment that notice of cancellation is required to be given to the COMMISSION. CONTRACTOR is required to obtain and maintain the following types ofinsurance coverage for the A. Workers Compensation Insurance (Occurrence) in the amounts of the statutory limits established by the General Assembly oft the State of Georgia in Title 34, Chapter 9 ofthe O.C.G.A. (A self-insurer must submit a certificate from the Georgia Board of Workers Compensation stating that CONTRACTOR qualifies to pay its own workers compensation claims). CONTRACTOR shall require all subcontractors that are required by statute to hold workers compensation insurance and that occupy the premises or perform work under this Contract to obtain an insurance certificate showing proofofWorkers Compensation  duration ofthe Contract.  Coverage.  B. Commercial General Liability Policy (Occurrence) to include contractual liability. $1 million  per occurrence/S3 million dollar aggregate policy limits.  HOGAAAA  14  Effective Date 7/1/24    C. Business Auto Policy (Occurrence) to include but not be limited to liability coverage on any owned, non-owned and hired vehicle used by CONTRACTOR or CONTRACTOR's personnel in the performance ofthis Contract. $1 million per occurrence/$3 million dollar D. MapracticePolessional Liability Policy (Claims Based) with EDP, Errors and Omissions Coverage. $1 million per occurrence/$3 million dollar aggregate policy limits. E. Commercial Umbrella Policy (Occurrence). An umbrella policy may cover the aggregate policy limits required herein. There must be no gap between the $1 million and $3 million dollar policy limits and the umbrella policy must follow the form of the underlying $1 million  aggregate policy limits.  primary policy.  The CONTRACTOR's policy containing coverage containing coverage amounts with higher limits The foregoing policies shall contain a provision that coverage afforded under the policies will not be canceled, or not renewed or allowed to lapse for any reason until at least ten (10) days prior written notice has been given to the COMMISSION. Certificates ofInsurance showing such coverage to be in force shall be filed with the COMMISSION prior to commencement ofany work under this Contract. The foregoing policies shall be obtained from insurance companies licensed to do business in Georgia and shall be with companies acceptable to the COMMISSION. All such coverage shall remain in full force and effect during the initial term ofthe Contract and any renewal or extension thereof. Atall times, coverage shall be within limits acceptable to the COMMISSION.  than stated above will satisfy the requirements of this paragraph.  Para# 122 DRUG-FREE WORKPLACE:  A. IFCONTRACTOR is an individual, he or she hereby certifies that he or she will not engage in the unlawful manufacture, sale, distribution, dispensation, possession, or use ofa controlled substance or marijuana during the performance of this Contract.  B. FCONTRACTOR is an entity other than an individual, it hereby certifies that it will comply with the Drug-Free Workplace Act of1988 (Public Law 100-690, Title V, Subtitle D; 41 1. A drug-free workplace will be provided for the CONTRACTOR'S employees during the 2. Itwill secure from any subcontractor hired to work in a drug-free workplace the following written certification: As part oft the subcontracting agreement with (Contractor's Name), (Subcontractor's) Name), certifies to the CONTRACTOR that a drug-free workplace will be provided for the subcontractor's employees during the performance of this Contract pursuant to paragraph 7 ofs subsection B ofCode Section  U.S.C. 701 ets seq.) and that:  performance ofthis Contract; and  50-24-3.  HOGAAAA  15  Effective Date 7/1/24    C. CONTRACTOR may be suspended, terminated, or debarred ifit is determined that:  1. The CONTRACTOR has made ai false certification; or  2. The CONTRACTOR has violated such certification by failure to carry out the requirements ofOfficial Code ofGeorgia Annotated Section 50-24-3 as applicable to  entities or O.C.G.A. 50-24-4 as applicable toi individuals.  Para! # 123 PARTIES BOUND:  This Contract shall be binding on and beneficial to the parties to this Contract and their respective  heirs, executors, administrators, legal representatives, successors, and assigns. Para #124 NON-EXCLUSIVE RIGHT/NO MINIMUMS GUARANTEED:  A.  Non-Exclusive Rights. This Contract is not exclusive. The COMMISSION reserves the right to select other CONTRACTORS to provide services similar to the Services described No Minimums Guaranteed. This Contract does not guarantee any minimum level of  in the Contract during the term oft the Contract.  B.  purchases or use of Services.  Para# #125 COOPERATION WITH OTHER CONTRACTORS:  Int the event that the COMMISSION has entered into or enters into agreements with other CONTRACTORS foradditional work related to the services rendered hereunder, the CONTRACTOR agrees to cooperate fully with such other CONTRACTORS. The CONTRACTOR shall not commit any act that will interfere with the performance ofwork by any other  CONTRACTOR.  Para # 126 TIME OF THE ESSENCE:  Thel Parties hereby agree that time is ofthe essence: as it relates to the following: A. Any dates set forth in this Contract or any annex(es) attached hereto; B. The execution and completion oft the services/delverables as stated herein.  Para # 127 TAXES:  CONTRACTOR shall forthwith pay all taxes lawfully imposed upon it with respect to this Contract orany product delivered in accordance herewith. The COMMISSION makes no representation whatsoever as to the liability or exemption from liability ofthe CONTRACTOR to any tax imposed by any governmental entity. Upon request, the COMMISSION: shall provide CONTRACTOR with a  HOGAAAA  16  Effective Date 7/1/24    certificate of any tax exemptions which apply to this Contract.  Para #1 128 SEVERABILITY:  Any section, subsection, paragraph, term, condition, provision or other part (hereinafter collectively referred to as "part")ofthis Contract that isj judged, held, found, or declared to be voidable, void, invalid, illegal or otherwise not fully enforceable: shall not affect any other part ofthis Contract, and the remainder ofthis Contract shall continue to be offull force and effect. Any agreement ofthe parties to amend, modify, eliminate, or otherwise change any part ofthis Contract shall not affect any other part oft this Contract, and the remainder ofthis Contract shall continue to be offull force and Para # 129 FEDERAL ANDDEPARTMENT OF HUMAN SERVICESPROMTBTIONS A. Pursuant to 31 U.S.C. $1352, Limitation on use ofa appropriated funds toi influence certain Federal contracting and financial transactions, $319 ofPublic Law 101-121, the  effect.  AND] REQUIREMENTS RELATPTOLOBYING:  CONTRACTOR agrees that:  1. No federally appropriated funds have been paid or will be paid, by or on behalf fofthe CONTRACTOR, to any person for influencing or attempting to influence an officer or employee ofa any federal agency, a member of Congress, an officer or employee of Congress, an employee ofar member ofCongress in connection with the awarding of any federal Contract, the making ofany federal grant, the making ofany federal loan, the entering into ofany cooperative agreement, and the extension, continuation, renewal, amendment, or modification ofany federal Contract, grant, loan, or  cooperative agreement.  2. Asac condition ofreceipt of any federal Contract, grant, loan, or cooperative agreement exceeding $100,000, the CONTRACTOR shall file with the COMMISSION. a signed "Certification Regarding Lobbying" which is attached  hereto.  3. Ifany funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee ofany agency, 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 CONTRACTOR shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions, copies ofwhich is available from the COMMISSION upon request. 4. A disclosure form will be filed at the end ofe each calendar quarter in which there occurs any event that requires disclosure or that materially affects the accuracy ofthe information contained in any disclosure form previously filed by CONTRACTOR under subparagraphs (B) and (C) ofthis paragraph. An event that materially affects  the accuracy oft the information reported includes:  HOGAAAA  17  Effective Date 7/1/24    a. A cumulative increase of $25,000 or more in the amount paid or expected to be paid for influencing or attempting to influence a covered federal action; or b. A change in the person(s) ori individual@)infuencing or attempting to A change in the officer(s), employee(s), or member(s) contacted to influence  influence a covered federal action; or or attempt to influence a covered federal action.  C.  B. CONTRACTOR further agrees that in accordance with the federal appropriations act:  1.  No part ofany federal funds contained in this Contract shall be used, other than for normal and recognized executive-legislative relationships, for publicity or propaganda purposes, for the preparation, distribution or use ofany kit, pamphlet, booklet, publication, radio, television, or video presentation designed to support or defeat legislation pending before the Congress or any State legislature, except inj presentation  to the Congress or any State legislature itself.  2. No part ofa any federal funds contained in this Contract shall be used to pay the salary or expenses of any grant or Contract recipient, or agent acting for such recipient, related to any activity designed to influence legislation or appropriations pending  before the Congress or any State legislature.  C. CONTRACTOR further agrees that no part ofs state funds contained in this Contract shall be used for the preparation, distribution or use ofa any kit, pamphlet, booklet, publication, radio, television, Internet, or video presentation designed to support or defeat legislation pending before the General Assembly or any committee thereof, or the approval or veto of legislation  by the Governor or for any other related purposes.  C.  Penalties:  I. Any CONTRACTOR who makes a prohibited expenditure or who fails to file or amend the disclosure form, as required, shall be subject to a civil penalty ofnot less than $10,000 and not more than $1000,000 for each such expenditure. 2. An imposition ofa civil penalty under this section does not prevent the United States from seeking any other remedy that may apply to the same conduct that is the basis for  the imposition of such civil penalty.  3. The CONTRACTOR shall require that the prohibitions and requirements ofthis paragraph 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.  Para #130 CRIMINAL RECORDSI INVESTIGATIONS:  A. For the filling ofpositions or classes for employment in a position the duties ofwhich involve  HOGAAAA  18  Effective Date 7/1/24    direct care, treatment, custodial responsibilities or any combination thereof for its clients rendered under this Contract, the CONTRACTOR agrees that applicants selected for such positions shall undergo a criminal record historyinvestigation which shall includea fingerprint record check pursuant to the provision ofO.C.G.A $4 49-2-14. Fingerprint record checks shall be submitted via Live Scan electronic fingerprint technology via the Cogent- Georgia Applicant Processing Services System (GAPS). CONTRACTORS must register with the Georgia Applicant Processing Services (GAPS) at www.gacogentid.com and follow the For positions that do not involve direct care, treatment, custodial responsibilities, or any combination thereof for its clients under this Contract, the CONTRACTOR agrees that applicants selected for such positions are required to complete a fingerprint-based State of Georgia background check only. Fingerprint record checks shall be submitted via Live Scan electronic fingerprint technology via the Cogent-GAPS system. CONTRACTORS must register with the GAPS at www.ga.cogentid.com and follow the instructions provided on the  instructions provided at that website.  website.  B. Pursuant to O.C.G.A. $ 49-2-14, after receiving and reviewing the criminal history report generated through the Cogent-GAPS process, the COMMISISON will advise the CONTRACTOR ifthe applicant is eligible or not eligible to provide services to the COMMISSION. Said advisement will be accomplished through a fitness determination letter issued by the Office of Inspector General Background Investigations Unit (OIG BIU) within fifteen (15) days of receiving the criminal history record. Circumstances may extend said fifteen (15) days ifOIG BIU determines that the applicant's criminal history record needs further review. Ifit is determined that the applicant is not eligible to provide services to the COMMISSION, said applicant will not be eligible to provide services to the COMMISSION  under any circumstances.  C. Provisions of paragraphs A&B shall not apply to:  1.  Persons employed in day-care centers, group day-care homes, family day-care homes, or child care learning centers which are required to be licensed, registered, or commissioned by the Department ofHuman Services or by the Georgia Department Personal care homes required to be licensed, permitted, or registered by the  ofEarly Care and Learning; or Department of Community Health.  2.  Para # 131 AIDSPOLICY:  Contractor agrees, as a condition to provision ofservices to the CENTER'S consumerycustomersyclentspatents, not to discriminate against any consumerycustomersclents/Patients who may have AIDS or be infected with Human Immunodeficiency Virus (HIV). The Contractor is encouraged to provide or cause to be provided appropriate AIDS training to its employees and to seek AIDS technical advice and assistance from the appropriate division or office oft the Division ofHuman Services, as the Contractor deems  HOGAAAA  19  Effective Date 7/1/24    necessary. The Contractor further agrees to refer those consumerscustomersclientspatients requesting additional AIDS related services ori information to the appropriate county health  department.  Parai # 132 DEBARMENT:  Ina accordance with Executive Order 12549, Debarment and Suspension, as implemented at 2CFR Part 180,2CFR Part 376 and CFR $75.213, CONTRACTOR certifies by signing the Annex titled Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transaction that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this Contract by any federal department or agency. Contractor further agrees that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion-Lower Tier Covered Transaction," without modification, in all lower tier transactions and in all solicitations  for lower tier covered transactions.  Para#133 ASSIGNMENT AND MERGER:  CONTRACTOR shall not assign or transferany interest in this Contract without the prior written consent ofthe COMMISSION. In case ofa merger between CONTRACTOR and another entity, CONTRACTOR must notify the COMMISSION immediately. The COMMISSION shall have the right to request that the resulting entity provide sufficient proof ofits ability to fulfill and be bound by the terms ofthe contract and its willingness to do SO. COMMISSION in its sole discretion shall have the right to continue the Contract with the resulting entity or terminate the Contract. Ifthe COMMISSION elects to continue the Contract, the Contract will be amended to reflect the same. No modification oft this Contract shall be binding upon the Parties, unless consented to in writing, and  signed by both Parties. Para #134 FUNDING:  Notwithstanding any other provision ofthis Contract, the parties hereto acknowledge that the COMMISSION, Division of Aging Services, Department ofHuman Services, as an agency ofthe State ofGeorgia, is prohibited from pledging the state's credit. In the event that the source of payment for the total obligation no longer exists ori is insufficient with respect to the Deliverables, this Contract shall terminate without further obligation ofthe COMMISSION: as ofthat moment. The COMMISSION. shall remain obligated to pay for services performed and accepted by the COMMISSION prior to such termination. The determination oft the COMMISSION ofthe events  stated above shall be conclusive.  Parai #135 INVENTIONS. PATENTS.COPYRIGHTS.INTANGIBLE PROPERTY.AND  PUBLICATIONS:  HOGAAAA  20  Effective Date 7/1/24    Any documents or other materials prepared, purchased, or in the process of being prepared or purchased by CONTRACTOR in connection with CONTRACTOR'S performance of the services shall be deemed property ofthe COMMISSION and all right, title, license and ownership interest in any such documents or license shall vest in the COMMISSION immediately upon their creation or purchase and CONTRACTOR further agrees to execute any and all documents or to take any additional actions that may be necessary in the future to fully effectuate this provision. A. INVENTIONS AND PATENTS: The CONTRACTOR agrees that if patentable items, patent rights, processes, or inventions are produced in the course ofwork supported and funded by this Contract, to report such facts in writing promptly and fully to the COMMISSION. The COMMISSION, Division of Aging Services, Department ofHuman Services and any federal agency(ies) which provides the COMMISSION funding to support operations oft the Contract shall determine whether protection ofthe invention or discovery shall be sought. The COMMISSION and Division of Aging, Department ofHuman Services will also determine how the rights to the invention or discovery, including rights under any patent issued thereon, shall be allocated and administered in order to protect the public interest consistent with  Government Patent Policy.  B. COPYRIGHTS: The COMMISSION is free to copyright any books, publications, or other copyrightable materials developed in the course of, or under this Contract. Should any copyright materials be produced as a result oft this Contract, the COMMISSION, Division of Aging Services, Department ofHuman Services, and any federal agency(ies) which provides the COMMISSION funding to support the operations ofthe Contract shall have the right to exploit such materials as allowed under the copyright laws applicable during the term ofthis Contract. The Division of Aging Services, Department ofHuman Services may, in its sole discretion, allow for the author ofs such material retain aj portion or all ownership interest in the work. Any such authority regarding ownership shall be in writing and signed by both parties. The Parties further agree that the COMMISSION, Division of Aging Services, Department ofHuman Services and CONTRACTOR retain all their respective ownership rights to any previously copyrighted materials which are employed in the performance ofthe Contract and that no Party obtains any right, title or interest in such other Party's work. C. PUBLICATIONS: All publications, including pamphlets, art work, and reports shall be  submitted to the COMMISSION electronically.  D.  DESIGNATION OF WORK FOR HIREOR INVENTIONFORI HIRE: In the event any inventions, patents, or copyrights are developed by the CONTRACTOR as a result of CONTRACTOR'S performance under this Contract the same shall be deemed a work for hire ori invention for hire as defined in' Title 17 and Title 35 ofthe United States Code and all ownership interest therein shall be and remain the property ofthe Department of Human Services, unless, at the sole discretion ofthe COMMISSION, other ownership rights are established in writing between the CONTRACTOR and the COMMISSION, Division of  Aging Services and the Department ofHuman Services.  Para#136 COLLECTION OF AUDIT EXCEPTIONS:  HOGAAAA  21  Effective Date 7/1/24    The CONTRACTOR agrees that the COMMISSION may withhold net payments equal to the amount which has been identified by an audit, notwithstanding the fact that such audit exception is made against a prior or current Contract or Subcontract. The CONTRACTOR may also repay the  COMMISSION for the total exception by certified funds.  Parai #1 137 PROPERTY MANAGEMENTI REQUIREMENTS  The CONTRACTOR agrees:  A. That all non-expendable personal property purchased, in total ori in part, with funds received from the COMMISSION during the term ofthis Contract and all previous Contracts is property oft the State of Georgia and Division of Aging, Department of Human Services and is subject to the rules and regulations of Division of Aging, Department ofHuman Services throughout the life and disposition ofs said property. Said property cannot be transferred or otherwise disposed ofwithout prior written approval oft the COMMISSION. B. To adhere to all policies and procedures as promulgated in the DHS Manual 1460: Personal, Property Management, which are by reference made a part ofthis Contract. CONTRACTOR understands that the requirements for inventory of property (at least every two (2)years) and a control system to safeguard against loss, damage or theft as contained in  the property manual shall be followed.  C. That property records shall be maintained accurately and reported on Form #5111, Detailed Equipment Listing, within thirty (30) days after acquisition ofsuch property, to the COMMISSION. The COMMISSION will then forward the completed Form #5111 tol DHS.  D. In the event that Contract is terminated prior to expiration or is not renewed, CONTRACTOR agrees to properly dispose ofall state property as follows:  1. Prepare Property Transfer Form listing all state equipment in the CONTRACTOR's possession and send this form to the COMMISSION for final disposal determination. 2. Upon notification by the COMMISSION, CONTRACTOR agrees to coordinate with the appropriate COMMISSION stafft to properly dispose ofthe property following the guidance provided. Expenses incurred by the CONTRACTOR in the disposition of equipment may be charged to the termination Contract. All expenses incurred related  to the disposal are the responsibility ofthe CONTRACTOR.  The COMMISSION will confirm, by written notification, that all surplus property listed on the  completed Property Transfer Form has received proper disposition. Para # 138 DOCUMENTATION OF RENT COST:  A.  All CONTRACTOR budgeted rent line items or maintenance in lieu ofrent line items on  HOGAAAA  22  Effective Date 7/1/24    privately owned buildings must be supported by three (3) separate Statements of Public facility maintenance in lieu oft rent budgeted by the CONTRACTOR will require written authorization from the COMMISSION. Rent per se is not applicable for publicly owned facilities/buildings unless it is newly occupied on or after October 1, 1980, in  Comparable Rent.  B.  accordance with 2CFR part 200, subpart E.  Para #139 CONTRACTOR, ACCOUNTING REQUIREMENTS:  CONTRACTOR agrees to maintain books, records, documents, and other evidence pertaining to the costs and expenses ofthis Contract (collectively the "records") to the extent and in such detail as will properly reflect all payments received under this Contract. Contractor'sa accounting procedures and practices shall conform to GAAP/GASB and the costs properly applicable to the Contract shall be  readily ascertainable there from. Para #140 METHODOFFAYMENT  On a form designated by the COMMISSION, the CONTRACTOR shall request from the COMMISSION by the fifth (5th)working day of the month, commencing in August, sufficient monies for payment ofs services delivered; then the COMMISSION will make payments to the CONTRACTOR within thirty (30) days ofreceipt of the required documentation that has been approved by the COMMISSION. Payment by the stated date shall be contingent upon reports being received from the CONTRACTOR by the 5th working day ofthe month and receipt of funds from the Division of Aging, Department ofHuman Services, for this purpose. The COMMISSION shall submit the necessary request for these funds, together with any supporting documentation which may be required in at timely manner, but shall not be held responsible for processing delays by the Division of Aging, Department ofHuman Serviçes, which may preclude payment being made by the The CONTRACTOR further agrees to submit the "Final Supplemental" Expenditure Report on this Contract, ifrequired, not later than thirty (30) days following the Contract termination date. Any reimbursement requests submitted after said thirty (30) days will not be paid by the COMMISSION. A. The CONTRACTORS monthly report to the COMMISSION shall include a program report ofservices and expenses for which reimbursement is sought, and shall document that the CONTRACTOR has provided the required in-kind match for the funds requested. B. The CONTRACTOR shall provide the COMMISSION with any additional information not contained on the Monthly Request for Funds which the COMMISSION shall require in order  stated date.  to approve the request.  C. The COMMISSION, after examining the Monthly Request for Funds and receiving evidence from the CONTRACTOR that it has provided the required in-kind match and any other fiscal or program items as necessary, will then determine CONTRACTORS amount of  HOGAAAA  23  Effective Date 7/1/24    reimbursement.  D. The COMMISSION will evaluate financial and statistical reports ofthe CONTRACTOR monthly and further allocations of funds to the CONTRACTOR will depend upon validation ofsaid reports. The COMMISSION will provide written notice to the CONTRACTOR outlining any fiscal or program discrepancies and specify a reasonable amount oftime in It is agreed and understood that the compensation provision ofthis Contract shall become effective when funds assigned for purpose of compensating the CONTRACTOR, as herein provided, are actually available to the COMMISSION for disbursement to the CONTRACTOR. Parai #141 REOUREMENTS FOR CERTIFIEDCOST AND/OR IN-KIND MATCH: Itis agreed and understood by the CONTRACTOR that during the time period oft this Contract, the CONTRACTOR shall provide the local match share monthly as indicated in the budget, which is A. Monthly reimbursement by COMMISSION of federal, state and other funds will be prorated in direct percent proportion to the certified cost/cash contribution and/or in-kind match values established in the CONTRACTOR accounting records and reported to the COMMISSION on the required expenditure report as per 45 CFR $8 75.362 and 75.372 (c). Verifiable accounting records which adequately identify certified cost/CPE must be maintained. Allow ability of certified cost/cash contributions and in-kind match valuations shall be determined under the provisions of the appropriate federal cost principles, a current copy ofwhich the CONTRACTOR acknowledges has been previously received and that it has been reviewed and is understood. The state term "certified cost" and the federal term "cash contributions" 1. CASHCONTRIBUTIONS Cash contributions represent the CONTRACTORS cash outlay, including the outlay ofmoney contributed to the CONTRACTOR by other public agencies and institutions, and private organizations and individuals. When specifically authorized in writing by federal legislation, federal funds received from other grants may be considered as CONTRACTORS cash contribution.  which specified correction shall be made.  attached hereto and made a part ofthis Contract.  are synonymous terms and are defined below:  B. The state and federal term "in-kind match" is synonymous and is defined below:  1.  IN-KINDCONTRIBUTIONS: In-kind contributions represent the value ofnon-cash contributions provided by ()CONTRACTOR, (2) other public agencies and institutions, and (3) private organizations and individuals. In-kind contributions may consist ofcharges for real property and equipment, and value of goods and services directly benefiting and specifically identifiable to the federal grant program Contract. When specifically authorized in writing by federal legislation, property purchased with federal funds may be considered as CONTRACTORS in-kind contribution. 2. The following requirements pertain to the CONTRACTOR'S support records for in-  HOGAAAA  24  Effective Date 7/1/24    kind contributions from private organizations and individuals:  a. The number ofhours of volunteer services must be supported by the same b. The basis for determining the charges for personal services, materials,  methods used by the grantee for its employees. equipment, buildings and land must be documented.  C. The CONTRACTOR further agrees to maintain accounting records relative to certified cost/in-kind match in such ai manner: as to specifically identify each detailed accounting transaction to this specific Contract/federal program and that these records will be available for the COMMISSION, Division of Aging, Department ofHuman Services, Department of D. The CONTRACTOR agrees to submit a monthly certified cost report, DHS Form #5215, not later than the 5th working day following the end ofeach month during the term ofthis  Audits and/or federal auditors to review.  Contract.  Para! #142 BUDGET VS. EXPENSE LIMITATION:  A. The maximum reimbursement to the CONTRACTOR is the total state and federal funds in  this Contract. 1. 2.  B. Budget revisions are necessary in the following situations:  When the scope or objectives ofthe program change.  When line item expenditures are expected to exceed 10% oft the preyiouslyapproved  line item.  C. Within 30 days from the date ofr receipt of a request for budget revision requiring a Contract amendment, the COMMISSION will review the request and notify the CONTRACTOR ofits decision. Ifthe request for approval is still under consideration at the end of3 30 days, the COMMISSION will inform the CONTRACTOR in writing as to when to expect the decision.  Para # 143 SAFEFACILITIES:  The CONTRACTOR agrees that each facility used for delivery ofs services to the clients under the cover ofthis Contract will be physically and environmentally safe and have an annual fire and health inspection, as appropriate, and that the reports oft these inspections will be conspicuously posted at  the facility location.  Para # 144 FIDELITYBONDS:  A. The person who executes this Contract and those having the responsibility for the expenditure offunds made available under this Contract shall be required to post ai fidelity bond in an amount sufficient to assure sound fiscal practices in order to assure the Federal Government  HOGAAAA  25  Effective Date 7/1/24    and the State against loss of funds coming into their possession under the terms ofthis Contract. Such bond shall be payable to, or shall benefit to the State of Georgia, Department ofHuman Services. The dollar amount oft the fidelity bond shall be twelve percent (12%)o of  the total Contract.  B. Fidelity bonds shall be obtained from companies holding certificates ofauthority as  acceptable sureties (31 CFR Part 223). A list ofthese companies is published annually by the  Federal Department ofthe Treasury in its Circular 570.  Para#145 CONTRACTOR COMPLIANCE WITHSTATE. AND FEDERALLAWS, CONTRACTOR agrees that all work done as part oft this Contract will comply fully with all administrative and other requirements established by applicable federal and state laws, rules and regulations, and assumes responsibility for full compliance with all such laws, rules and regulations, and agrees to fully reimburse the COMMISSION for any loss of funds or resources resulting from non-compliance by the CONTRACTOR, its staff or agents as revealed in any subsequent audits. CONTRACTOR understands that the following items specifically apply to this Contract, but not to A. Compliance with Health Insurance Portability and Accountability Act(HIPAA):  RULES, REGULATIONS AND STANDARDS:  exclude any other applicable federal and state laws or requirements.  Itist understood and agreed that the COMMISSION/DHS is a "covered entity" as defined by HIPAA of1996 and the federal "Standards for Privacy ofl Individually Identifiable Health Information" promulgated thereunder at 45 CFR Parts 160 and 164. Further, it is agreed that as a business associate ofthe COMMISSION that its use or disclosure ofany person's protected health information received from or on behalfofthe COMMISSION will be governed by the Business Associate Agreement, attached hereto which the CONTRACTOR agrees to by signing this Contract and otherwise executing the Business Associate Agreement. Such Business Associate Agreement is executed and is effective simultaneously with this Contract. However, the Business Associate Agreement will survive this Contract  pursuant to paragraph 10Bofthe Business Associate Agreement.  B. Compliance with Security Management Process:  The CONTRACTOR agrees to provide to the DHS Office ofInformation Technology (OIT) as secure network connection allowing electronic access to all CONTRACTOR'S facilities that receive, transmit, store or process DHS electronic data. CONTRACTOR agrees to provide such connection within five (5) business days ofa request from DHS OIT in order for DHS to conduct ongoing risk analysis, risk management and information system activity reviews with regard to security ofl DHS's electronic data, as defined in the HIPAA Security C. 45CFR Part 75; As used in this Contract, the word CONTRACTOR is synonymous with the D. Compliance with Executive Orders Concerning Ethics and Lobbyist Registration: The CONTRACTOR agrees to comply in all applicable respects with the Governor's  Rule, 45 CFR $ 164.308 (a)(1).  word Subgrantee as used in this Code ofl Federal Regulations.  HOGAAAA  26  Effective Date 7/1/24    Executive Orders concerning ethics matters, including, but not limited to Executive Order dated January 10, 2011 (Establishing Code ofEthics for Executive Branch Officers and Employees, including provisions governing former officers and employees) and Executive Order dated October 1,2003 (Providing for the Registration and Disclosure ofLobbyists Employed or Retained by Vendors to State Agencies). In this regard, the CONTRACTOR certifies that any lobbyist engaged to provide services has both registered and made the  disclosures required by the Executive Orders. E. FairLabor Standards Actof1938, as amended.  F. AIII Department of] Human Services programmatic policies and procedures as issued and amended periodically by DAS, see policy manual as published on the DHS Online Directives 45CFR Part 13215/.Adminsration on Aging. Older Americans Program. and Older Americans Actof1965.asa amended 42 U.S.C.A. section 3026(a)(6)(d), requires that each Area Agency on Aging will "establish an advisory council consisting ofolder individuals (including minority individuals and older individuals residing in rural areas) who are participants or who are eligible to participate in programs assisted under this chapter, family caregivers ofsuch individuals, representatives ofolder individuals, service providers, representatives ofthe business community, local elected officials, providers of veterans' health care (ifappropriate), and the general public, to advise continuously the area agency on aging on all matters relating to the development of the area plan, the administration oft the plan and operations conducted under the plan".By completing and obtaining appropriate signature on the Advisory Council Chair Assurance, the Advisory Council and its Chair certify and assure compliance with the requirements ofthis Contract.  Information System (ODIS)  G.  H. Federal Programmatic Regulations:  TITLEIII Authorization (040): Older Americans Act of 1965, Title III, Parts A and F,  Public Law 89-73, as amended; Public Law 90-42, 81 Stat. 106; Public Law 91-69, 83 Stat. 108; Public Law 93-29, 87 Stat. 30; Public Law 93-351,88 Stat. 357; Public Law 94-135, 89 Stat. 713; Public Law 95-65, 91 Stat. 269; Public Law 95-478, 92 Stat. 1513; Public Law 97-115, 95 Stat. 1595; Public Law 98-459, 98 Stat. 1767; Public Law 100-175, 101 Stat. 926; Section 705, Public Laws 100-628, 102-375 and 106-501, 42 U.S.C. 3022-3030(M). Authorization (040): Older Americans Actof1965, Title III, Parts A and B, Public Law 89-73, as amended; Public Law 90-42, 81 Stat. 106; Public Law 91-69, 83 Stat. 108; Public Law 93-29, 89 Stat. 301; Public Law 93-351, 88 Stat. 357; Public Law 94-135, 89 Stat. 713; Public Law 95-65, 91 Stat. 269; Public Law 95-478, 92 Stat. 1513; Public Law 97-115, 95 Stat. 1595; Public Law 98-459, 98 Stat. 1767; Public Law 100-175; Section 705, Public Law 100-628; 42 U.S.C. 3022-3030d; Public Law 106-501. (CFDA#93.044)  (CFDA #93.043)  HOGAAAA  27  Effective Date 7/1/24    Authorization (040): Older Americans Act of 1965, Parts A and C, Public Law 89-73, as amended; PublicLaw! 90-42, 81 Stat. 106; Public Law 91-69, 85. 108; Public Law 92-258, 86 Stat. 88; Public Law 93-87 Stat. 301; Public Law 93-351, 88 Stat. 357; Public Law 94-135, 89; Stat. 713; Public Law 95- 65,91 Stat. 269; Public Law 95-478, 92 Stat. 513; Public law 97-115, 95 Stat. 1595; Public Law 98-459, 98 Stat. 1767; Title III, Part C, Public Law 100- 175; Public Law 100-628; 42 U.S.C. 3030e-3030g; Public Law 102-375; Authorization (040): Older Americans Act, as amended, Public Law 106- Authorization (040): Older Americans Act of 1965, Parts A and C, Public Law 89-73, as amended; Publicl Law 90-42, 81 Stat. 106; Public Law 91-69, 85 Stat. 108; Public Law 92-258, 86 Stat. 88; Public Law 93-87 Stat. 301; Public Law 93-351, 88 Stat 357; Public Law 94-135, 89 Stat 713; Public Law 95-65, 91 Stat 269; Public Law 94-478, 92 Stat 513; Public Law 97-115,95 Stat 1595; Public Law 98-459, 98 Stat 1767; Title III, Part C, Public Law 100-175; Public Law 100-628; 42 U.S.C. 3030e-3030g; Public Law 102-375; Public Law 106-501; Public Law 114-144 (CFDA # 93.053) Authorization (040): Social Security Act, Title XX, as amended; Omnibus Budget Reconciliation Act of 1981, as amended, Public Law 97-35; Jobs Training Bill, Public Law 98-8 and 473; Medicaid and Medicare Patient and Program Actof1987; Omnibus Budget Reconciliation Act of1987, Public Law 100-203; Family Support Act of 1998, Public Law 100-485; Omnibus Budget Reconciliation Act of1993, Public Law 106-66, 42 U.S.C. 1397 ET Authorization (040): Section 6071, Deficit Reduction Act of2005, Public Law 109-171; Section 2403, Affordable Care Act, Public Law 111-148.  Public Law 106-501. (CFDA# 93.045) 501, Title III, Part E. (CFDA # 93.052)  SSBG  seq. (CFDA #93.667)  MFP  (CFDA#93.791)  I.  2CFR6200.331 Requirements for Pass-through Entities: Subrecipient Federal Grant Award Information is enclosed. when federal funds are the source of the grant award to the sub recipient. Notwithstanding Paragraph 112 ofthis Contract, this Annex may be updated by the COMMISSION from time to time which shall not be considered a contract modification/Alteration requiring execution by the parties.  J.  Procurement Standards: When federal funds are included in the Contract, CONTRACTOR shall adhere to the Procurement Standards as set forth in 2CFR $200.318 through $ 200.331. K. Compliance with Federal and State Immigration Laws: CONTRACTOR agrees that CONTRACTOR complies with O.C.G.A. $13-10-90 et seq. regarding security and immigration compliance, and that CONTRACTOR has registered with, is authorized to use, uses, and will continue to use the federal work authorization program. CONTRACTOR also  HOGAAAA  28  Effective Date 7/1/24    agrees that throughout the performance ofthis Contract, including renewal options, ifany, exercised by the COMMISSION, CONTRACTOR will remain in full compliance with all federal and state immigration laws, including but not limited to O.C.G.A. $13-10-91. CONTRACTOR certifies by signing and providing the swom affidavit titled Security and Immigration Affidavits, attached hereto, that CONTRACTOR will comply with O.C.G.A. Sec. $13-10-90ets seq., and will certify the same upon the exercise ofe each renewal option, if any, by the COMMISSION. Furthermore, CONTRACTOR agrees to include the provisions contained in the foregoing paragraph in each subcontract and sub-subcontract for services hereunder, require and obtain a sworn affidavit in the applicable format set forth in the Annex titled Security and Immigration Affidavits at the initiation ofand throughout the contract period, and retain the affidavit(s) in accordance with the record retention requirements ofthis  Contract.  L. Contractor Employee Whistleblower rights and requirement to inform employeesof whistleblower rights: (a) This Contract and employees working on this Contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. 4712 by $ 828 ofthe National Defense Authorization Act for Fiscal Year 2013 Pub. L. 112-239 and FAR: 3.908. (b) The CONTRACTOR shall inform its employees in writing, in the predominant language oft the workforce, ofemployee whistleblower rights and protections under 41 U.S.C.4 4712, as described in $ 3.908 oft the Federal Acquisition Regulation. (c) The CONTRACTOR shall insert the substance ofthis clause, including this paragraph (c), in all subcontracts over the  simplified acquisition threshold.  M. No boycott of Israe!: CONTRACTOR certifies that CONTRACTOR is not currently engaged in and agrees for the duration ofthis Contract not to engage in a boycott of Israel, as defined  in O.C.G.A. 50-5-85. Para # 146 AUDITS:  CONTRACTORS that expend $750,000 or more in Federal funds during their fiscal year agree to have a single entity-wide audit conducted for that year in accordance with the provisions 2CFR Part 200, Subpart F, entitled Audit Requirements. For additional information regarding external entities audit standards and sanctions, see the Department ofHuman Services On-Line Directives Information System POL 1750. External Entities audit Standardsa and Sanctions. CONTRACTORS expending $750,000 in Federal funds and/or more than $100,000 in State funds during their fiscal year agree to have an entity-wide audit conducted for that year in accordance with Generally Accepted. Auditing Standards issued by the American Institute of Certified Public Accountants. For additional information regarding external entities audit standards and sanctions, see the Department ofHuman Services On-Line Directives Information System POL1750. External CONTRACTORS expending at least $25,000 but less than $100,000 in Federal/State funds during their fiscal year agree to prepare unaudited entity-wide financial statements for that year.  Entities audit Standards and Sanctions.  HOGAAAA  29  Effective Date 7/1/24    Assertions concerning the basis of financial statement preparation must be made by the president or other corporate official. Fora additional information regarding external entities audit standards and sanctions, see the Department ofHuman Services On-Line Directives Information System POL CONTRACTOR further agrees to submit the required audit or financial statements in the quantities set forth below, within one hundred and eighty (180) days after the close oft the CONTRACTOR'S  1750. External Entities audit Standards and Sanctions.  fiscal year:  One (I) copy to: Heart ofGA Altamaha RC-AAA 331 West Parker Street Baxley, Georgia 31513 Attn: Lisa Livingston Oremail to lvingston@hogar.org  CONTRACTOR understands that failure to comply with the above audit and financial reporting requirements could be cause for the COMMISSION to suspend payments, to terminate this Contract, tor require a refund ofall monies received under this Contract, and Division of Aging, Department of Human Services may prohibit CONTRACTOR from receiving funds from any state organization for ap period oftwelve (12) months from the date ofnotification by Division of Aging, Department of  Human Services.  Para #147 CRITICALINCIDENT REPORTING ("CIR"):  CONTRACTOR has the responsibility for ensuring the health and safety OFCOMMISSION'S clemsconsumercusomers served under this Contract is not placed in any. jeopardy. Therefore the CONTRACTOR shall have an effective response system when critical incidents occur. This responsibility includes, but is not limited to, any and all subcontractors employed by the  CONTRACTOR to provide services pursuant to this Contract.  A.  In the case ofan emergency, CONTRACTOR shall call the appropriate local emergency  medical services, police, or fire services (i.e., 9-1-1).  B. CONTRACTOR shall have a formal written critical incident reporting procedure that is approved by the licensing or certification authority, ifapplicable and by the COMMISSION. CONTRACTOR is responsible for taking necessary actions to protect COMMISSION'S clients from any possibility ofharm. In doing this, CONTRACTOR should preserve possible D. CONTRACTOR must notify the appropriate COMMISSION staff of the critical incident and results ofany immediate action taken. CONTRACTOR is expected to notify local law enforcement authorities in any situation where there is a potential violation of criminal law. E. The COMMISSION will determine whether the CONTRACTOR'S actions were appropriate  C.  evidence for an investigation ifo one is to be conducted.  HOGAAAA  30  Effective Date 7/1/24    and sufficient, and/or whether additional corrective actions are warranted. In investigatinga I. Whether or not client's health, safety and welfare are adequately protected; 2. That the response to the situation and event was reasonable and appropriate; 3. That the CONTRACTOR'S; procedures and system for responding to such incidents were adequate; and that relevant steps to prevent similar incidents were taken; 4. That CONTRACTOR and/ori its staff or subcontractors involved in the incident appear to be adequately trained or that additional training needed is to be provided  Critical Incident, the COMMISSION will determine:  pursuant to the Critical Incident Report.  F. CONTRACTOR agrees to cooperate with the COMMISSION in its investigation ofall Critical Incidents, and implement all corrective actions necessary to ensure the: safety and G. Each CONTRACTOR shall post a "Notice Concerning Critical Incident Reporting." The signage shall be produced by the CONTRACTOR and shall conform in content to the sample which is attached to this Contract titled Department of Human Services Notice Concerning Critical Incident Reporting. The Notice must be posted in aconspicuous common area  well-being ofthe individuals served under this Contract.  accessible to lemscomsumercisone, and the general public. in force and are not replaced or superseded by the CIR process.  H. All other required reporting procedures and the timelines ofother required reports will remain  I.  CONTRACTOR shall not use or disclose any information received during the investigation ofacritical incident for any purpose not connected with the administration of CONTRACTOR'S or the COMMISSION'S responsibilities under this Contract, except with the informed, written consent of the client or the client's legal guardian, as required by law.  Para #148 STAFFING:  A. The CONTRACTOR shall operate Areawide Area Agency on Aging Programs as provided fori in the Areal Plan on Aging and as specified in the CONTRACTORS response to the  request for proposal.  B. Allofthe services required hereunder shall be performed by the CONTRACTOR and all staff personnel shall be duly qualified and shall be authorized under State or Local laws to perform  such services.  C. The CONTRACTOR shall ensure that designated personnel, as determined by the COMMISSION, participate in any training and coordinating activities designed for the Areawide Area Agency on Aging Program and shall prepare and maintain on file personnel D. None ofthe services covered by this Contract shall be subcontracted without the prior written  performance evaluations. approval oft the COMMISSION.  HOGAAAA  31  Effective Date 7/1/24    E. The CONTRACTOR shall give preference to persons aged 60 or over for any staff position F. The CONTRACTOR represents that it shall secure all personnel required in performing the services under this Contract. Such personnel shall not be employees ofo or have any  (full-time or part-time) for which such persons qualify.  contractual agreement with the COMMISSION.  G. Itis agreed and understood by the CONTRACTOR that the CONTRACTOR shall not authorize any informational surveys using the staffand clients by any public or private association without the prior written approval ofthe COMMISSION. H. No video or photography may be taken of clients without their written approval.  Para# #1 149 ETHICS:  (applicable to the Elderly Legal Assistance Program only) It is expressly understood and agreed by the parties hereto that any and all activities performed by the CONTRACTOR and its agency shall be performed in full compliance with both the letter and spirit ofthe Code of Professional Responsibility as adopted by the Supreme Court of Georgia and the Georgia Bar Association.  Para # 150 ENTIRE UNDERSTANDING:  This Contract, together with the exhibits and all other documents incorporated by reference, represents the complete and final understanding of the parties to this Contract. No other understanding, oral or written regarding the subject matter ofthis Contract, may be deemed to exist  or to bind the parties at the time ofe execution.  HOGAAAA  32  Effective Date 7/1/24    VZIHL ajeg eApaya  EE  WWVV9OH  suoy Bugodoy -011914x3  uonewogu PIBAy JuB.D [e.apaJ juaidioa.qns -111414x3 (1)(9)16-0I-EI "V'D'D'O Japun WABPWV10PeIucO-31 11914x3 Supodog luapioul jeono Suluoouop: a0ION "quowoaay ajepoossy ssauisng VVdIH juawegaa Buipesoy uopeoynap Sulkggol Buip.eBay uopeoyneo -a 11914x3  solIs KiaAyaa OOIA.as -01414x3 podad IlBDoa 9apng/soAS- 811914X3  SODIA.as jo adoos weBoid.ojus). Joluas- VI 119!4x3  OLENSH GIHOVIIV  3LVGARO.YNDIS  ueweyo VoslutIoOpuo3o :SLI  :A8  LVI ANO.LVNDIS 1OBaId9ApmXg'SI  -P-tava) ANO.LVNDIS  Umwnayosu hyet yf  :A8  uoissiuwo) jeuoisos eyewey eI8.10aDJ01 JBOHI  siauo1SS1WIo, Ajunoo janueug  NOISSINAOD  NO.LDVALNOD "uanA DAOq  1S.I1y ajep ay AIoaJyo aq 01 juouoa.8y sI4p painooxa DABY soljed a41 JOT3HM SSINLIA NI    EXHIBIT. A  SENIOR CENTER PROGRAM FOR THE ELDERLY  SCOPE OF SERVICES  The CONTRACTOR shall be responsible for, but not limited to, executing in a satisfactory manner as determined by the COMMISSION, services and activities approved by Division ofA Aging (DAS), Department of Human Services (DHS) in the Area Plan on Aging and those services and activities In providing these services the CONTRACTOR agrees to follow all applicable rules and regulations listed in the Department ofHuman Services Online Directives Information System, 5300 Home and Community Based Services, Section 206 - Senior Center Requirements and Section 304-Nutrition  proposed in the CONTRACTORS Service Proposal.  Service Program Guidelines and Requirements. htlsisdhssasvCen CONTRACTOR agrees to provide the minimum services as listed.  I.  II. TypesofMeals Served  CONTRACTOR must serve a noon meal, five (5) days a week for a minimum of250 days a year. Ifneeded, provisions should be made for meals on holidays. A waiver must be requested from the COMMISSION and approved by Division ofAging Services prior to any changes in number of days, number of meals per day, or closing/relocation of facility. A. Congregate Meals - Meals designed to provide individuals in a group setting, at least one-third (1/3) oftheir recommended daily nutritional requirement. Must serve at  least 20 meals per day unless approved by waiver.  B. Home Delivered Meals - Meals designed to provide temporarily or permanently homebound persons with at least one-third (1/3)oftheir recommended daily  nutritional requirement.  III. Standards for Nutrition Food Service Delivery  A. Congregate Meals: All potential clients will be referred to the Area Agency on Aging ADRC Screening Staff for determination of eligibility. These client records will be maintained at the. AAA until admitted to services. No client will be admitted to services without prior approval from the ADRC Staff. CONTRACTOR will notify the Area Agency on Aging when an opening becomes available. Clients deemed most needy will receive priority for admission. CONTRACTOR must conduct and document a yearly assessment on all participants at the congregate site to assess the need for congregate meals and other supportive social services. In conducting the assessment, the provider must use the Nutrition Screening Initiative (NSI) "Determine Your Nutritional Health" Checklist and the Food Security Survey. In addition to this annual assessment, Senior Center Director will assess and document the need for home-delivered meals and other services among congregate meal program  HOGAAAA  34  Effective Date 7/1/24    participants as needed. For example, the needs of congregate meal participants who have missed meals due to illness or accident should be evaluated. It is recommended that a client's absence from the congregate program should not exceed twenty (20) days without a reassessment being completed. An assessment, which results in a determination of need for home-delivered meal service must be assessed in thel home delivered meals program. All documentation must be made in the DAS Data System B. Home Delivered Meals: All potential clients will be referred to the Area Agency on Aging ADRC Screening Staff for determination ofe eligibility. These client records will be maintained at the AAA until admitted to services. No client will be admitted tos services without prior approval from the ADRC Staff. CONTRACTOR will notify the Area Agency on Aging when an opening becomes available. Clients deemed most needy will receive priority for admission. CONTRACTOR is not required to complete the sessment/rasesments for Home Delivered Meal participants. When the ADRC: staffr refers a client to begin services, the information is also sent to the HCBS Case Management provider to complete the asesmenrasesmen. CONTRACTOR staffn must coordinate on an ongoing basis with the HCBS Case The CONTRACTOR must assess the applicant's need for other social services and make efforts to secure these services by referral to other service providers. The participant's continued need for social services must be assessed by the CONTRACTOR or other appropriate service provider annually unless the client's condition changes. Documentation oft this activity must be inj participant records Ifanother social service agency is involved with the home-delivered meal participant (i.e., DFACS, home-health, etc.) and responsible for providing comprehensive social services to the participant, the CONTRACTOR may bei in the position ofonly providing a meal. The social services being provided through the other agency should  (DDS).  Management provider.  maintained by the CONTRACTOR.  be recorded in the participant's record.  IV. Eligibility  A. Congregate Meals: Congregate meals may be provided only to persons age 60 orolder  except that:  (1) Aged 60 and over, or a spouse (regardless of age) ofa person aged 60 or over; (2) Persons with disabilities who are residents ofhousing facilities occupied primarily by older adults at which congregate nutrition services are provided (3) Volunteers, staff and guests age 60 and above, approved conditionally upon  may receive congregate meals; or  AAA policies  HOGAAAA  35  Effective Date 7/1/24    (4) Able to move about the center without human assistance (assistive devices like canes, walkers, wheelchairs are ok). Ifassistance is needed, it must be  provided by a caregiver.  B. Home Delivered Meals: Home delivered meals may be provided only to persons age 60 or older whose functional impairments prevent them from participating in a congregate meals program, or who provide care to a dependent, disabled person in the home, to the extent that they cannot leave the person to attend a congregate site, or (1) The spouse/caregivers oft the eligible older person, regardless ofage or condition, may receive al home delivered meal if, according to criteria determined by the COMMISSION, receipt oft the meal is in the best interest of  one ofthe following:  the homebound older person; and  (2) Non-elderly individuals with disabilities who are a member ofa household with an eligible older adult and are dependent on them for care may receive a  home delivered meal.  NOTE: In determining eligibility, a person is considered to have a disability when receiving public assistance or Social Security for the blind or disabled OR when determined legally blind or visually impaired by a physician. Priority for services shall be given to those in greatest social and economic need, in (I) Showmoderate to high nutrition risk status, as indicated by the NSI checklist (2) High functional impairment levels and unmet need, as documented on the  C.  conjunction with:  and  DON-R instrument (Home Delivered Meals ONLY), and  (3) As indicated by the Food Security Survey.  V. Frequency ofMeals Served  A. Three models for providing services may be offered:  (1)  Traditional Senior Center  (a) Serve a minimum of20 meals per day per center, and 30 people per day per area, based on the average number ofr meals served per day during any given month, considering all meals and activities served through all (b) Serve meals at least once per day, five days a week, foraminimum of 250 serving days per year. Up to ten holidays may be scheduled per year,  fund sources.  HOGAAAA  36  Effective Date 7/1/24    provided management makes provisions for meals needed by participants (c) Be open to participants foraminimum of4 hours per day. Management must provide adequate coverage by paid staffto assure that a responsible person is present in the center at all times that participants are present. (a) Ifatraditional center cannot meet the minimum requirements for meals and/or serving days, or ifai natural gathering place in the community is (c) Will have a "sponsor center", which will be a traditional senior center, (d) No on-site food preparation allowed. Meals will be catered or a voucher program will be put in place to allow approved meals in  during the holiday closing.  (2)  Collaborative Center  identified, a collaborative center may be used. (b) Managed by volunteers, no center manager to assure minimum requirements are met.  approved restaurants. Center Without Walls  (3)  (a) All activities, including the meals, will occur in the community (b) May be managed by volunteer or paid staff (c) Voucher program for meals will apply  B. Meals provided on holidays and weekends may be hot, frozen, dehydrated, chilled or shelf-stable meals. CONTRACTOR must assess ability oft the home delivered meal recipient to store and prepare meals. Appendix 304-A contains instructions to  determine appropriate meal type.  C. A hot meal is not required for congregate or home delivered programs. However, each individual should be assessed and given the type of meal that is determined to be the  most appropriate, or that the individual requests.  VI. Therapeutic Diet Meals  Therapeutic diets shall be provided as required by the participant's: special needs and medical  condition, providing: A.  The nutrition service provider obtains a physician prescription for each participant needing a therapeutic meal and maintains documentation ofs specific guidance on The therapeutic diet is planned in accordance with the Georgia Dietetic Association Manual, is approved by a Registered Dietitian, and is submitted on a quarterly basis  meal modification;  B.  along with the regular menu.  VII. Picnic, Special Occasion, Holiday, and Weekend Meals  HOGAAAA  37  Effective Date 7/1/24    To be served in the Program, picnic, special occasion, holiday and weekend meals must meet A. Nutrient content of meals is determined by the application ofthe Dietary Reference Intakes (DRI) guidelines and the Dietary Guidelines for Americans. (Nutrient targets  the following requirements:  outlined in Appendix 304-B);  B. Meals must meet temperature requirements for both hot and cold food items at all times (including storage, preparation, packaging, transportation, and serving).  C. Must be prepared in a commercial food service or on-site kitchen.  D. Package labeling must be legible and show:  . the packaging date, list of food items, storage instructions, and  instructions for preparation ofsafe thawing and reheating, or reconstituting.  VIII. Nutritional Content ofMeal  Nutrient content of meals is determined by the application oft the Dietary Reference Intakes (DRI) guidelines and the Dietary Guidelines for Americans, including the Food Guide Pyramid. Within the DRI's are the Recommended Dietary Allowances (RDA's) and  Adequate Intake (AI) levels.  Toallow for regional preferences, the nutrient content ofr meals must:  Use the targets outlined in Appendix 304-B "Georgia Nutrition Program Nutrient The nutrition analysis will show these targets are met over an average of one menu  Targets for Meals".  cycle (minimum oftwenty days), within +/-10%.  IX. Temperature Standards  Temperature of congregate and home-delivered meals received from food vendors must be checked daily to insure that food is delivered and served at a minimum of 140 degree Fahrenheit ifhot, and 41 degrees Fahrenheit or less, ifcold, and records oftemperatures and dates of checks must be kept. Temperature checks ofthe last home delivered meal served on a given route must be made on a random basis at least twice a month per route to insure that food is delivered at a minimum of140 degree Fahrenheit, ifhot, or 41 degrees Fahrenheit or less, ifcold. Records ofroutes monitored, temperatures and dates of checks must be kept. A. Hot Foods: All hot items must be maintained and served to the clients at a minimum  of140 degrees Fahrenheit including the last meal.  HOGAAAA  38  Effective Date 7/1/24    B. Cold Foods: All cold items must be served to the clients at a temperature of41 C. Frozen Foods: All frozen items must be delivered to the home at a temperature of0 D. Natural Foods: Natural foods should be served at room temperature. (Examples  degrees Fahrenheit or below including the last meal.  degrees Fahrenheit or below.  include whole fresh fruits, packaged crackers, cookies, etc.)  X. Meal Package and Delivery  A. Providers shall use supplies and carriers that allow for packaging and transporting hot B. Providers shall use meal carriers of appropriate design, construction, and materials to transport trays or containers of potentially hazardous food, and other hot or cold foods. Carriers shall be enclosed to protect food from contamination, crushing or spillage, and be equipped with insulation and/or supplemental sources ofheat and/or C. Providers shall clean and sanitize meal carriers daily or use carriers with inner liners D. Meal packaging, condiments, and utensils must meet the following criteria:  foods separately from cold foods.  cooling as is necessary to maintain safe temperatures.  that can be sanitized.  1. Be sealed to prevent moisture loss or spillage to the outside of the container while 2. Be designed with compartments to separate food items for maximum visual appeal  also meeting the current standards for oxygen transfer rates; and minimize leakage between compartments; and 3. Be easy for the participant to open or use.  E. F.  Providers must make every effort to provide assistive devices or modified utensils to Meals shall not be left in coolers or other containers outside the house or dwelling as  persons who need them.  proper temperatures may not be possible in this environment.  XI. Food Service and Sanitation  Individuals who prepare, handle and/or serve meals at any nutrition site shall be trained in foodservice sanitation and proper food handling practices. At least one person who is ServSafe certified must be on the premises while food is being prepared, handled or served.  All nutrition requirements can be found in MAN5300, Chapter 304.  Meals may be served cafeteria style, buffet style, or family style, at the discretion of the center management based on the abilities and/or willingness oft the participants to serve  HOGAAAA  39  Effective Date 7/1/24    themselves.  Expanded Options = Additional offerings of food items may be made available for participants to purchase. Examples: Specialty drinks (coffee, smoothies), salad bar, soup, etc. Senior center management or the AAA will determine the cost ofthese items and charge accordingly. All profits will go backi into senior center programming. Carry Out Meals - Carry out meals do not qualify for Older Americans Act funding. However, the nutrition service provider and/or site may set up policies and procedures to provide fee-for-service meais. For the nutrition program, a carry out meal is considered to be food that is additional to the meal served at the site daily. The price oft the carry out meal will cover the actual cost ofthe meal and a profit, to be determined by the center and approved by Leftovers and/or carry out meals may be taken from the center ifthe following conditions are  the AAA. The profit will go back into senior center programming.  met: 1.  (a) A waiver ofliability is signed releasing the center from any responsibility for (b) The food is labeled with wording to indicate that participants are removing food at their own risk and all food should be consumed or refrigerated within 2 Instructions on safe food handling/food safety are provided to all participants on a  the food after it leaves the building, or;  hours. The label must have a date and time stamp, and;  2.  quarterly basis.  Itisr recommended (not required) that the center develops a hazard analysis and critical control points (HACCP) plan that is approved by a registered dietitian.  XII. Covered Dish Meals  Safe food handling practices by CONTRACTOR cannot be compromised. Food borne illnesses due to poor food handling practices, which is common, can be fatal and/or may jeopardize nutrition program participants. In order to protect the health and well-being of older people, "covered dish meals" whether they are called volunteer recognition, birthday days, etc., may not be served at nutrition meals sites or elsewhere including in the home when any funds administered by the COMMISSION or through the Division of Aging, Department  ofHuman Services are involved. XIII. Nutrition Services Incentive Program (NSIP)  The cash allotment made available by the United States Department of Agriculture (USDA) shall be used in accordance with the Older Americans Act and USDA policies and procedures. Meais provided through NSIP must meet all requirements oft the former USDA cash reimbursement program and must be served to eligible participants. Meals eligible for  HOGAAAA  40  Effective Date 7/1/24    NSIP funding are those that:  A. B. C.  Meet at least 1/3 of the DRI/RDA for each meal served, unless the meal has been Are: served to eligible individuals (refer to eligibility requirements earlier in the Are served by a nutrition service provider that is under the jurisdiction, control, management, and audit authority oft the State Unit on Aging, or the AAA.  modified for medical reasons, as prescribed by a physician.  document); and  XIV. Contributions for Service CONTRACTOR must:  A. Allow participants the opportunity to make voluntary contributions in support ofthe  program, in a manner that protects their confidentiality.  See Manual 5600, Sections 2025, 2026, 2027, and 2028 for full guidance.  B. Establish appropriate procedures to safeguard and account for all contributions. Make C. Protect the privacy and confidentiality ofe feach older person with respect to a D. Not deny any older person a service due to an inability or unwillingness to make a E. Accept Electronic Benefits Transfers (EBT) in lieu ofcash from participants who are eligible and wish to use it as a form of contribution. CONTRACTOR must apply for authorization to accept EBT at the nearest field office of the Food and Nutrition  weekly deposits ofcontributions received. contribution or lack of contribution. voluntary contribution.  Service, United States Department of Agriculture.  F. Develop and post at all sites a suggested contribution schedule for services provided. Ind developing a contribution schedule CONTRACTOR must consider the income ranges of older persons in the community and the CONTRACTORS other source of  income.  G. Use contributions received to expand supportive services and nutrition services respectively. General contributions given at the senior center may be used to support  XV. Supportive Social Services  HOGAAAA  41  Effective Date 7/1/24    A. CONTRACTOR is mandated to provide the following supportive services:  1. The provision ofn meals and nutrition education in a group setting at a nutrition site, senior center, or multipurpose senior center, and ongoing outreach to the  community;  2. Access by participants to nutrition screening and assessment, nutrition education, and counseling on an individual basis, when appropriate; 3. Access to the congregate site and through transportation services (ifavailable); 4. Access to Shopping Assistance through transportation services (ifavailable);  5. Health, fitness, and other educational programs; and  6. Recreational activities.  B. CONTRACTOR must assist participants in taking advantage ofbenefits available to them under the Electronic Benefits Transfers (EBT) program. CONTRACTOR must coordinate its activities with agencies responsible for administering the EBT program  to facilitate participation of eligible older persons in the program.  C. CONTRACTOR must make direct provision for nutrition education and outreach  services, which are defined below: 1. Nutrition Education:  CONTRACTOR shall conduct nutrition education activities at each  congregate nutrition site, as follows: not less than 15 minutes in length.  (a) Sessions shall be provided at least once monthly consisting ofa session of (b) Each provider shall develop written nutrition education programming, including a calendar, documentation ofs subject matter, presenters, and materials to be used, in accordance with requirements below. (c) The Registered Dietician may develop a single educational curriculum that may be used by multiple sites. The provider may develop curriculum, however the Registered Dietician will review and approve all nutrition education content and materials. The RD is not required to approve nutrition education from reliable sources (USDA, Universities, etc.) (d) Providers shall assure that nutrition education content and materials are developed to be consistent with the nutritional needs, literacy levels, and vision and hearing capabilities, as well as the multi-cultural composition of  HOGAAAA  42  Effective Date 7/1/24    participating older adults. Providers shall make available print materials that are sufficiently large (14 point or larger), use clear and common typefaces (such as Arial, Verdana, Georgia, or Times New Roman), and in language that is appropriate for the educational levels and cultural (e) Each nutrition service provider shall maintain written documentation of programs presented to verify that the requirements are met. (f) Education materials will be included with the meal delivery at least once  backgrounds oft the participants.  per month.  2. Outreach:  CONTRACTOR shall conduct outreach activities with emphasis on identifying potential program participants who are among those in greatest social and economic need. Outreach activities may include, but are not limited to, public service announcements, flyers, presentations at local clubs and associations, and faith-based organizations. Providers shall refer potential participants to the Area Agency fori intake and screening, when appropriate, according to the procedures developed by the AAA. Outreach activities must  be documented and kept on file at the Senior Center.  XVI.Training  A. CONTRACTOR shall assure that orientation and ongoing training for administrative and direct staffand volunteers shall be adequate to provide safe, appropriate, and efficient services to older adults, and compliance with all applicable requirements and  procedures.  B. CONTRACTOR shall document and maintain records of all content and dates of orientation and training for monitoring purposes. This documentation must be available for review by COMMISSION and Division of Aging Services staff. C. All full time staff (or volunteers as the collaborative sites) shall be trained to perform  the following: 1. Basic First Aid 2. CPR 3. Heimlich Maneuver  At least one trained staff person shall be present in the facility whenever participants are present. Management shall maintain documentation oftraining and certification activities in accordance with the programs and renewal schedules of certifying  organizations.  HOGAAAA  43  Effective Date 7/1/24    D. At least one ServSafe certified staff member will be present while food is being  prepared, handled, or served.  XVII. Meal for Volunteers and Staff  A. Nutrition services staff, guests, and volunteers age 60 and over are considered to be eligible older persons for purposes ofreceiving meals. These individuals must be given the same opportunity as any other participant to contribute to the cost ofthe B. Staffa and guests under 60 (except for spouses of older participants) may consume a meal only when it will not deprive an eligible older person of an opportunity to receive a meal. THESE INDIVIDUALS MUST PAY FULL COST OF MEAL. C. Volunteers, regardless oft their age, who provide service during the meal hour are eligible to receive a meal at no cost and the opportunity afforded to them to contribute to the cost oft the meal. The provision ofr meals at no cost to such volunteers under age 60 (except for spouses of older participants) is optional and they may consume a meal only when it will not deprive an older person the opportunity to receive a meal.  meal.  XVIII. Congregate Site Standards  Congregate meal sites are the physical facilities which provide the center for the provision of  meals and supportive services. The following site standards apply:  A. The COMMISSION and Division of Aging Services must be notified in writing of any site to be occupies, relocated or closed at least four (4) weeks prior to the date of closing or relocation, unless the site must be closed due to emergency such as power outage, fire damage, etc. In the event ofsuch an emergency closing, the COMMISSION and Division of Aging Services shall be notified within 24 hours of  closing or the next business day.  B. Prior written approval must be secured from the COMMISSION and Division of Aging Services for any new site openings and for any site closing ofmore than two (2) days and/or relocations including any temporary site that will be used for more  than two (2) days.  C. The COMMISSION and the Division of Aging Services must be notified in writing of any site modifications or renovations, ifsuch changes would reduce accessibility or otherwise affect continuity ofservices. Center management is responsible for scheduling incidental repair/renovation work to interfere as little as possible with  program activities.  D. "In the case of meals served in a congregate setting, a site for such services and for  HOGAAAA  44  Effective Date 7/1/24    comprehensive supportive services is furnished in as close proximity as possible to the majority ofeligible individual's residences, within walking distance where feasible,  and with transportation made available (where possible);  E. Sites must be planned and budgeted to serve no less than 20 participants daily (may be F. The facility must be free ofarchitectural barriers and comply with 45 CFR Part 84- Nondiscrimination on the Basis ofHandicap and Section 504 ofRehabilitation Act of  waived for satellite sites).  1973.  *G. The space available must be sufficient to permit the average daily number of participants to eat at the same time in a common dining area. There must be no less than 12s sq. ft. ofdining space per participant. Ifother services and activities are provided at the center there must be at least 12: square feet of activities space per  participant in addition to the dining space.  H. The center shall provide sufficient furniture and equipment for use by participants that assures comfort and safety, and is appropriate for the adult population being served. Space will be identified within the center to allow for privacy and confidentiality where services such as individual counseling may be provided. Ifno separate room is available full time in an existing facility, staff may provide counseling in a shared All nutrition centers must have aj policy on smoking. Ifsmoking is permitted at the center, there must be a designated area for smoking. Smoking is not permitted in the  I.  space as long as other occupants vacate the room.  J.  food preparation/serving areas and the site manager's office.  K. Iffood is prepared at the site, a separation between the preparation and dining areas, *L. All nutrition centers must have a dishwasher to accommodate the washing of food service utensils and meal plates (please check with the local county health department M. There must be a minimum ofone (1) toilet facility and once (I) lavatory for every 15 participants. Itis desirable that there be separate toilet facilities for men and women. Atl least one (1) toilet must be equipped with grab bars. Toilet rooms and fixtures shall function properly and shall be equipped with adequate supplies and maintained  must be provided.  regarding dishwasher specifications).  in a sanitary and odor free condition at all times.  N. The facility should meet all applicable State and local health and fire safety codes. Sites must have appropriate health and fire inspections conducted no less than annually. Certificates or letters ofinspections must be posted at the site.  HOGAAAA  45  Effective Date 7/1/24    O. Each center shall have at least one 2A, 10-B-C functioning fire extinguisher per 1500 square feet ofspace and must be available for use with clear, easily read operating P. There must be a plan for emergency evacuation oft the site. The evacuation must be practiced by participants, staff, and volunteers no less than quarterly. The center shall have a telephone that isi immediately accessible to all occupants during hours of operation. Center management shall post and maintain a list ofl local emergency  instructions. The fire extinguisher should be inspected yearly.  numbers at each telephone.  Q. Visibly posted for the information of participants and visitors must be:  the certified menu for the week; policy and procedures for contributions; the preplanned activities calendar; how to make a complaint; the emergency evacuation plan; the Food Stamp acceptance poster; visual nutrition education materials.  the agency policy ofnon-discrimination and procedures (written for participants) on  R. The facility must be open to participants for no less than four (4) hours each day of operation. There must be at least one (I)hour of planned activity daily excluding lunch. Monthly activity calendars must be submitted to the COMMISSION at least S. There must be an identified person responsible for the nutrition program and coverage must be provided during the entire time the site is open to participants. Iti is crucial that the designated person receive orientation and training in nutrition site management and food handling prior to assumingj job sigametlrtsponsblates. T. All Heart of Georgia Altamaha Senior Centers hours of operation are at a minimum from 9:00 a.m. to 1:00 p.m. There must bei informative entertaining programs going on at least one (I)hourb before or one (1)! hour after the meal. Some type ofactivity  monthly.  must be conducted daily.  *These requirements apply to all centers opened after June 30, 1993.  XIX. Client Feedback  CONTRACTOR shall obtain views of service recipients through this Contract and provide feedback to the COMMISSION within ten (10) working days ifcomplaints have been expressed. Otherwise, feedback shall be submitted to the COMMISSION on at least an annual basis. Different methods may be used to obtain views from service recipients such as: development ofas service evaluation survey form which is mailed to the recipient on an annual basis, or at termination ofs service ifserviced less than one year, along with a stamped,  HOGAAAA  46  Effective Date 7/1/24    self-addressed return envelope. Service recipients shall be allowed to submit feedback  anonymously. XX. Staffing  A. CONTRACTOR will assure that project staffbecomes familiar with and adheres strictly with the Contract Scope of Services; Title III Regulations ofthe Older Americans Act; and other appropriate program regulations. Adequate center staffwill be maintained in order to effectively and efficiently serve  participants.  B. COMMISSION will provide technical assistance when required to staff at senior C. Senior center managers' daily hours of employment shall be established by  centers to insure an effective and efficient program operation.  CONTRACTOR however, must total at least four (4) hours per day. Site aides' and van drivers' daily hours should be arranged for the convenience ofcenter operation. D. Any staff member (paid or unpaid or volunteer) who has direct contact with a participant must have a background check on file in accordance with DAS policy E. No probationers or community service workers may be at the Center during hours  (Manual 5600, Section 3036). 9:00 am -1:00 pm.  XXI. Programmatic Reporting Requirement  A. CONTRACTOR performance will be reviewed by COMMISSIONS Area Agency on B. Monthly Activities shall be entered into the DAS Data System (DDS) and Submission Report submitted to COMMISSION's Area Agency on Aging office no later than the fifth (Sw), working day of the month following the month for which the report is  Aging staff. Project records must be made available upon request.  prepared.  XXII. Fiscal  A. CONTRACTOR understands project will be reviewed through regular fiscal B. Funds under this Contract shall only be expended for eligible services, utilizing the C. Monthly financial reports shall be received by COMMISSION no later than the fifth (5th) working day of the month following the month for which the reports are  monitoring activities. approved budget.  HOGAAAA  47  Effective Date 7/1/24    prepared.  XXIII. Frozen Meal Standards  CONTRACTOR agrees to comply with the Division of Aging Services HCBS Manual  requirements, which CONTRACTOR has previously received  HOGAAAA  48  Effective Date 7/1/24    EXHIBITB Emanuel County SFY 2025 Effective 7/1/2024 2025-P T3C1 Congregate Meals CBS Congregate Meals Total Congregate NSIP Congregate Meals T3C2 Home Delivered Meals NSIPISSBG HDM CBS Home Delivered Meals NSIP HDM- State Other HDM Total Home Delivered  8,298 5,951 14,249  units at units at  $8.61 toaminimum of 33 $8.61 toar minimum of 24  persons persons 57 persons persons 1 persons persons 7 persons 0 persons 41 NSIP SSBG 93.667  $71,445.78 $51,238. $122,683 $31,671 $45,051.93 $3,354.12 $44,017.38 $19,667.34 $0.00 $112,090.77 $266,446.22  14,249 units at $2.22272130 toar minimum of 57  4,137 units at 308 units at 4,042 units at 1,806 units at 0 units at 10,293  $10.89 toan minimum of 17 $10.89 toar minimum of $10.89 toam minimum of 16 $10.89 toan minimum of $10.89 toan minimum df  CBS  NSIP HDM Other  Budget CFDA#  T3C1 Congregate NSIP Cong T3C2 Sup HDM CBS State HDM Total  93.045 56,857.60 3,344.56 49,238.00 6,689.13 0.00  93.053  93.045  Federal State Local Match Other TOTAL Program Income Unit Cost Rounding TOTAL  0.00 31,671.56 38,075.89 3,296.47 0.00 0.00 0.00 129,901.52  0.00 2,239.75 0.00 4,479.52 0.00  0.00 43,794.25 19,564.43 0.00 118,180.99  0.00 0.00  0.00  0.00  0.00 0.00 11,168.65  0.00  0.00 0.00 0.00 0.00  0.00 0.00 259,251.16  66,891.29 49,238.00 31,671.56 44,795.16 3,296.47 43,794.25 19,564.43  4,550.00 2,000.00 4.49  0.00 250.00 0.00  50.00 220.00 100.00 0.00 7,170.00  0.11  6.77  7.65  3.13 2.91  0.00 25.06  71,445.78 51,238.11 31,671.56 45,051.93 3,354.12 44,017.38 19,667.34 0.00 266,446.22  HOGAAAA  49  Effective Date 7/1/24    EXHIBITC  Parent Provider: Centast Name: Guy Singletary Phone: (478)237-3881 Fax: (478)237-5449 Emall: Vargaungeranaiogagw.  Emanuel County Board of Commissioners Address 101 North Main Street Swalnsboro, GA30401  Proarams HCBS-Nutrition: Services HCBS- Senior Centers  Servicer Home Dolivored Meals Congregate Meals Emergency Home Delivered Meals Exercise/Physical Fitness- Group Exercise/Physical Fitness. Individual Nutrition Education Outreach Senior Recreation  Service Provider: Contact Name: Beth Gibson Phone: (478)237-5434 Fax: (478)237-5449 Emalil: gDongemanuasogagor  Emanuel County Senlor Conter Services Address Highway 561 North #42 Swainsboro, GA 30401  Progrems HCBS- Nutritlon Services HCBS- Senior Centers  Services Home Delivered Meals Congregate Meals Emergency Home Delivered Meals BontisePhyiaiFinass- Group Exercise/Physical Fitness- Individual Nutrition Education Outreach Senior Recroation  HOGAA AAA  50  Effective Date 7/1/24    EXHIBITD  CERTIFICATION REGARDING LOBBYING  Certification for Contracts. Grants. Loans. and Cooperative Agreements The undersigned certifies, to the best ofhis or her knowledge and belief, that:  1.  No federal appropriated funds have been paid or will be paid, by or on behalfoft the undersigned, to any person for influencing ora attempting toi influence an officer of employee ofany agency, ai member of Congress, an officer or employee of Congress, or an employee ofar member of Congressi in connection with the awarding ofany federal contract, ther 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 Ifany funds other than federal appropriated funds havel been paid orv willl be paid to any person for influencing or attempting toi influence an officer or employee ofa any agency, a member ofCongress, an officer or employee of Congress, or an employee ofar member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned: shall complete and submit Standard Form- = The undersigned shall require that thel language ofthis certification bei included int the award documents for alls subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.  modification of any federal contract, grant, loan, or cooperative agreement.  2.  LLL, "Disclosure! Form to Report Lobbying,"ina accordance with itsi instructions.  3.  This certification is ai material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is aj prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file ther required certification shall be subject toa a civil  penalty ofnot less than $10,000 and not more than $100,000 for each such failure.  CERTIFICATION REGARDING LOWERTIER COVERED TRANSACTION  DEBARMENTUSFINSON. INELIGIBILITY AND' VOLUNTARY EXCLUSION (I) The prospective lower tier participant certifies, by submission oft this proposal, that neither itr nori its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participationi in this transaction by any Federal department or agency. (2) Where the prospective lower tier participant is unable to certify to any oft the statements in this certification, such prospective participant shall attach an explanation to the proposal.  INSTRUCTIONS FOR CERTIFICATION  . Bys signing ands submitting this proposal, thep prospective lower tier participant is providing the certification set 2. The certification in this clausei is a material representation of fact upon which reliance was placed when this transaction was entered into. Ifiti is later determined thatt thep prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue availablei remedies, including  out below.  suspension and/or debarment.  HOGAAAA  51  Effective Date 7/1/24    3. Thep prospective lower tier participant shall provide immediate written notice to they person to whom this proposal iss submitted ifata anyt time the prospective lower tier participant learns thati its certification was erroneous when submitted or has become erroneous by reason ofchanged circumstances. 4. Thet terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and' "voluntarily excluded,"as usedi in this clause, have the meanings set out in thel Definitions and Coverage sections ofrules implementing Executive Order 12549. Your may contact the person to whom this proposal is submitted for assistance in 5. Thep prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, its shall not knowingly enteri into any lower tier covered transaction with a person who is debarred, suspended, declaredi ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. Thep prospective lower tier participant further agrees by submitting this proposal thati it willi include this clause titled" "Certification Regarding Debarment, Suspension, Ineligibility, and' Voluntary Exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for 7. A participant in a covered transaction may rely upon ac certification ofa prospective participant ina al lower tier covered transaction thati iti is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless itk knows thatt the certification is erroneous. A participant may decide ther method and frequency by which it determines the eligibility ofi its principals. Each participant may, buti is not required to, 8. Nothing contained in the foregoing shall be construed to require establishment ofas system ofr records in order to render in good faith the certification required by this clause. The knowledge andi information ofap participant is not required to exceed that whichi is normally possessed by a prudent person in the ordinary course ofbusiness 9. Except for transactions authorized under paragraph: 5 ofthesei instructions, ifaj participant in a covered transaction knowingly entersi into a lower tier covered transaction with a person whoi is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue  obtaining a copy of those regulations.  lower tier covered transactions.  check thel Non-procurement List (Telephone 202/245-0729).  dealings.  available remedies, including suspension and/or debarment.    HOGAAAA  52  Effective Date 7/1/24    EXHIBITD  Department of Human Resources  Notice Concerning Critical Incident Reporting  DHS GtorguDepartmest cfHumanSenizs  Georgia Department of Human Services (DHS) requires that its contractors/service providers make every reasonable effort to ensure the safety of the individuals served through its programs.  To report an incident or situation that you feel may lead to serious injury or death to a DHS client or consumer, please contact the  DHS Office of Inspector General at:  Telephone: 404-463-5495 (local Atlanta area) Email: nspectorgeneralnotine/dht.state.ga.us  Fax: 404-463-5496  Via web: itp/chs.georga.gov. Navigate to "Divisions & Offices", scroll to "Office of Inspector General" and click  "online form"  Address: 2 Peachtree Street, NW, Suite 30.450  Atlanta, Georgia 30303-3142  HOGAAAA  53  Effective Date 7/1/24    EXHIBIT D  IN WITNESS WHEREOF, CONTRACTOR has executed the following Agreements as listed below.  1. Certification Regarding Lobbying 3. Notice Concerning Critical Incident Reporting  2. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion  By. Khph Torfay (Signatyfe ofOfficial Authorized to! Sign)  Date 2-1-24  HOGAAAA  54  Elfective Date 7/1/24    EXHIBITD  BUSINESS ASSOCIATE AGREEMENT  This Business Associate Agreement (hereinafter referred to as "Agreement"), effective this IST day ofJuly 2024 (hereinafter the "Effective Date") is made and entered into by and between the Georgia Department of Human Services (hereinafter referred to as "DHS")and HEART OF GEORGIA ALTAMAHA REGIONAL COMMISSION (hereinafter referred to as COMMISSION) and Emanuel County Commissioners, (hereinafter referred to as CONTRACTOR"): as EXHIBITC. WHEREAS, DHS is required by the Health Insurance Portability and Accountability Act of1996, Public Law 104-191 ("HIPAA"), to enter into a Business Associate Agreement with certain entities that provide functions, activities, or services involving the use ofProtected Health Information, as WHEREAS, COMMISSION. and CONTRACTOR, under the Contract provides functions, activities, ors services involving the use of Protected Health Information, as defined by HIPAA, and individually NOW, THEREFORE, for and in consideration of the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, DHS and COMMISSION and CONTRACTOR (each individually a' "Party"  defined by HIPAA;  identifiable information ("PHI") protected by other state and federal law;  and collectively the "Parties") hereby agree as follows:  1.  Terms used but not otherwise defined in this Agreement shall have the same meaning as those terms have in HIPAA and in Title XIII ofthe American Recovery and Reinvestment Act of2009 (the Health Information Technology for Economic and Clinical Health Act, or "HITECH"), and in the implementing regulations ofHIPAA and HITECH. Implementing regulations are published as the Standards for Privacy and Security ofl Individually Identifiable Health Information in 45C.F.R. Parts 160 and 164. Together, HIPAA, HITECH, and theiri implementing regulations are referred toi int this Agreement as the "Privacy Rule and Security Rule."I Ifthe meaning ofany defined term is changed by law or regulation, then this Agreement will be automatically modified to conform to such change. The term' "NIST Baseline Controls" means the baseline controls set forth in National Institute of Standards and Technology (NIST) SP 800-53 established for' "moderate impact" information. 2. Except as limited in this Agreement, COMMISSION and CONTRACTOR may use or disclose PHI only to the extent necessary to meet its responsibilities as set forth in the Contract provided that such use or disclosure would not violate the Privacy Rule or the Security Rule, ifdone by DHS. Furthermore, except as otherwise limited in this Agreement,  COMMISSION and CONTRACTOR may:  A. Use PHI for internal quality control and auditing purposes. B. Use or disclose PHI as Required by Law.  HOGAAAA  55  Effective Date 7/1/24    C. Use and disclose PHI to consult with an attorney for purposes of determining COMMISSION and CONTRACTOR'S legal options with regard to reporting conduct by DHS that COMMISSION and CONTRACTOR in good faith believes to be unlawful, as  permitted by 45 C.F.R. 164.5020)0).  3. COMMISSION and CONTRACTOR warrants that only individuals designated by title or name on Attachments E-1 and E-2 will request PHI from DHS or access DHS PHI in order to perform the services ofthe Contract, and these individuals will only request the minimum necessary amount ofinformation necessary in order to perform the services. COMMISSION and CONTRACTOR warrants that the individuals listed by title on Attachment E-1 require access to PHI in order to perform services under the Contract. COMMISSION and CONTRACTOR agrees to send updates to Attachment E-1 whenever necessary. Uses or disclosures ofPHI by individuals not described on Attachment E-1 are COMMISSION and CONTRACTOR warrants that the individuals listed by name on Attachment E-2 require access to a DHS information system in order to perform services under the Contract. COMMISSION and CONTRACTOR agrees to notify the Project Leader and the Access Control Coordinator named on Attachment E-2 immediately, but at least within 24 hours, ofany change in the need for DHS information system access by any individual listed on Attachment E-2. Any failure to report a change within the 24 hour time period will be considered a security incident and may be reported to COMMISSION and CONTRACTOR'S Privacy and Security Officer, Information Security Officer and the COMMISSION and CONTRACTOR agrees that it is a Business Associate to DHS as a result ofthe Contract, and warrants to DHS that it complies with the Privacy Rule and Security Rule requirements that apply to Business Associates and will continue to comply with these requirements. COMMISSION and CONTRACTOR further warrants to DHS that it maintains and follows written policies and procedures to achieve and maintain compliance with the HIPAA Privacy and Security Rules and updates such policies and procedures as necessary in order to comply with the HIPAA Privacy and Security Rules that apply to Business Associates. These policies and procedures shall be provided to DHS upon request. 7. The Parties agree that a copy ofall communications related to compliance with this Agreement will be forwarded to the following Privacy and Security Contacts:  4.  impermissible.  5.  Georgia Technology Authority for proper handling and sanctions.  6.  A. At DHS:  Jamila Coleman DHS HIPAA Privacy Officer Office of General Counsel privacy@dhs.pagov 404-463-0363 Randy Colebum  HOGAAAA  56  Effective Date 7/1/24    DHS ChiefInformation Security Officer amdyColmssAsoN 404-651-9876  B. ALCOMMISSION:  Lisa Wolfson Heart ofGeorgia Altamaha AAA wollson@hosarc.org 912-367-3648  AAA Assistant Director and HIPAA Privacy Officer  C.ALCONTRACTOR:  Elizabeth Gibson  Emanuel County Senios Cenler-Diredor  gadmmaudlargagw  478-237-5434  8.  COMMISSION and CONTRACTOR agrees that it will: this Agreement, the Contract, or as required by law.  A. Not request, create, receive, use or disclose PHI other than as permitted or required by B. Establish, maintain and use appropriate administrative, physical and technical safeguards toj prevent use or disclosure ofthe PHI other than as provided for by this Agreement or the Contract. Such safeguards must include all NIST Baseline Controls, unless DHS has C. Implement and use administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability ofthe electronic protected health information that it creates, receives, maintains, or transmits on behalf of DHS. Such safeguards must include all NIST Baseline Controls, unless DHS has agreed D. In addition to the safeguards described above, include access controls that restrict access to PHI to the individuals listed on [BAA Exhibit Listing] -I and [BAA Exhibit Listingl 2, as amended from time to time, and shall implement encryption of all electronic PHI E. Upon DHS's reasonable request, but no more frequently than annually, obtain an independent assessment OfCOMMISSION: and CONTRACTORS implementation ofthe NIST Baseline Controls and the additional safeguards required by this Agreement with respect to DHS PHI, provide the results ofsuch assessments to DHS, and ensure that corrective actions identified during the independent assessment are implemented. F.N Mitigate, to the extent practicable. any harmful effect that may be known to COMMISSION and CONTRACTOR from a use or disclosure ofPHI by COMMISSION  agreed in writing that the control is not appropriate or applicable.  in writing that the control is not appropriate or applicable.  during transmission and at rest.  HOGAAAA  57  Effective Date 7/1/24    and CONTRACTOR in violation of the requirements ofthis Agreement, the Contract or applicable regulations. COMMISSION and CONTRACTOR shall bear the costs of mitigation, which shall include the reasonable costs of credit monitoring or credit restoration when the use or disclosure results in exposure ofinformation commonly used G. Ensure that its agents or SUbCONTRACTORS to whom it provides PHI are contractually obligated to comply with at least the same obligations that apply to COMMISSION and CONTRACTOR under this Agreement, and ensure that its agents or SUbCONTRACTORS comply with the conditions, restrictions, prohibitions and other limitations regarding the request for, creation, receipt, use or disclosure of PHI, that are applicable to COMMISSION and CONTRACTOR under this Agreement and the Contract. H. Except for' Non-Reportable Incidents," report to DHS any use or disclosure of PHI that is not provided for by this Agreement or the Contract of which it becomes aware. Non-  in identity theft.  Reportable Incidents are limited to the following:  i.  the unintentional acquisition, access, or use ofPHI by a workforce member of COMMISSION and CONTRACTOR acting under the authority of COMMISSION and CONTRACTOR, SO long as the PHI is not further acquired, accessed, used or disclosed in an impermissible manner; ii. the inadvertent disclosure ofPHI from a person designated in L-1 as  authorized to access DHS PHI to a workforce member OfCOMMISSION and CONTRACTOR who is not designated in L-1, but is authorized to access other Protected Health Information maintained by COMMISSION: and CONTRACTOR, so long as the information is not further acquired, accessed,  used or disclosed in an impermissible manner.  Make an initial report to DHS in writing in such form as DHS may require within three (3) business days after COMMISSION and CONTRACTOR (or any SUbCONTRACTOR) becomes aware oft the unauthorized use or disclosure. This report will require COMMISSION and CONTRACTOR to identify the following:  i.  The nature of the impermissible use or disclosure (the "incident"), which will include al brief description ofwhat happened, including the date it occurred and the date COMMISSION and CONTRACTOR discovered the incident; ii. The Protected Health Information involved in the impermissible use or disclosure, such as whether the ful! name, social security number, date ofbirth, home address, account number or other information were involved; ili. Who (by title, access permission level and employer) made the impermissible use or disclosure and who received the Protected Health Information as a CONTRACTOR took or will take to prevent further impermissible uses or  result;  iv. What corrective or investigational action COMMISSION and  HOGAAAA  58  Effective Date 7/1/24    disclosures, to mitigate harmful effects, and to prevent against any further What steps individuals who may have been banned by the incident might take vi. Whether COMMISSION and CONTRACTOR believes that the impermissible use or disclosure constitutes a Breach ofUnsecured Protected Health  incidents;  V.  to protect themselves; and Information.  Upon request by the DHS HIPAA Privacy and Security Officer or the DHS Information Security Officer, COMMISSION and CONTRACTOR agrees to make a complete report to the DHS in writing within two weeks of the initial report that includes a root cause analysis and a proposed corrective action plan. Upon approval ofa corrective action plan by the DHS, COMMISSION and CONTRACTOR agrees toi implement the corrective action plan and provide proof ofi implementation to the DHS within five (5) business days of DHS's request for proof ofimplementation. J. Report to the DHS HIPAA Privacy and Security Officer and the DHS Agency Information Security Officer any successful unauthorized access, modification, or destruction of PHI or interference with system operations in COMMISSION and CONTRACTORS information systems as soon as practicable but in no event later than three (3)business days ofdiscovery. If such a security incident resulted in au use or disclosure ofPHI not permitted by this Agreement, COMMISSION and CONTRACTOR shall also make a report of the impermissible use or disclosure as COMMISSION and CONTRACTOR agrees to make a complete report to the DHS in writing within two weeks oft the initial report that includes ai root cause analysis and, ifa appropriate, a proposed corrective action plan designed to protect PHI from similar security incidents in the future. Upon DHSsapproval of COMMISSION and CONTRACTOR'S corrective action plan, COMMISSION and CONTRACTOR agrees to implement the corrective action plan and provide proofofimp-ementation K. Upon DHS's reasonable request and not more frequently than once per quarter, report to the DHS Agency Information Security Officer any (A) attempted (but unsuccessful) unauthorized access, use, disclosure, modification, or destruction of PHI or (B) attempted (but unsuccessful) interference with system operations in COMMISSION and CONTRACTORS information systems. COMMISSION and CONTRACTOR does not need to report trivial incidents that occur on a daily basis, such as scans, "pings," or other routine attempts that do not penetrate computer networks or servers or result L. Cooperate with DHS and provide assistance necessary for DHS to determine whether a Breach ofUnsecured Protected Health Information has occurred, and whether notification of the Breach is legally required or otherwise appropriate. COMMISSION and CONTRACTOR agrees to assist DHS in its efforts to comply  described above.  toi the DHS.  in interference with system operations.  HOGAAAA  59  Effective Date 7/1/24    with the HIPAA Privacy and Security Rules, as amended from time to time. To that end, the COMMISSION and CONTRACTOR will abide by any requirements mandated by the HIPAA Privacy and Security Rules or any other applicable laws in the course of this Contract. COMMISSION and CONTRACTOR warrants that it will cooperate with DHS, including cooperation with DHS privacy officials and other compliance officers required by the HIPAA Privacy and Security Rules and all implementing regulations, in the course of performance of this Contract so that M. IfDHS determines that al Breach ofUnsecured Protected Health Informationhas occurred as al result of COMMISSION and CONTRACTORS impermissible use or disclosure ofPHI or failure to comply with obligations set forthi int this Agreement or in the Privacy or Security Rules, provide all notifications to Individuals, HHS and/or the media, on behalf ofDHS, after the notifications are approved by the DHS. COMMISSION and CONTRACTOR shall provide these notifications in accordance with the security breach motificationrquirements set forthin42U.S.C. $17932 and 45 C.F.R. Parts 160&164 subparts A, D &E as oftheir respective Compliance Dates, and shall pay for the reasonable and actual costs associated with Int the event that DHS determines a Breach has occurred, without unreasonable delay, and in any event no later than thirty (30) calendar days after Discovery, COMMISSION and CONTRACTOR shall provide the DHS HIPAA Privacy and Security Officer a list of Individuals and a copy of the template notification letter to be sent to Individuals. COMMISSION and CONTRACTOR shall begin the notification process only after obtaining DHS's approval of the notification letter. N. Make any amendment(s) to PHI in a Designated Record Set that DHS directs or agrees to pursuant to 45 CFR 164.526 within five (5)business days after request ofDHS. COMMISSION and CONTRACTOR also agrees to provide DHS with written confirmation ofthe amendment in such format and within such time as O. In order to meet the requirements under 45 CFR 164.524, regarding an individual's right of access. within five (5) business days following DHS's request, or as otherwise required by state or federal law or regulation, or by another time as may be agreed upon in writing by the DHS. provide DHS access tot the PHI in an individual's Designated Record Set. However, if requested by DHS, COMMISSION and CONTRACTOR shall provide access to the PHI in a Designated Record Set directly to the individual to whom such information P. Give the Secretary of the U.S. Department of Health and Human Services (the "Secretary") or the Secretary's designees access to COMMISSION and CONTRACTORS books and records and policies, practices or procedures relating to the use and disclosure ofPHI for or on behalfofDHS within five (5) business days after the Secretary or the Secretary's designees request such  both parties willl bei in compliance with HIPAA.  such notifications.  DHS may require.  relates.  HOGAAAA  60  Effective Date 7/1/24    access or otherwise as the Secretary or the Secretary's designees may require. COMMISSION and CONTRACTOR also agrees to make such information available forreview,i inspection and copying by the Secretary or the Secretary's designees duringi normal business hours at the location or locations where such information is maintained or to otherwise provide such information to the Secretary or the Secretary's designees in such form, format or manner as Document all disclosures of PHI and information related to such disclosures as would be required for DHS to respond to a request by an Individual or by the Secretary for an accounting of disclosures of PHI in accordance with 45 C.F.R. $164.528. By no later than five (5) business days of receipt of a written request from DHS, or as otherwise required by state or federal law or regulation, or by another time as may be agreed upon in writing by the DHS HIPAA Privacy and Security Officer, COMMISSION and CONTRACTOR shall provide an accounting of disclosures of PHI regarding an Individual to DHS. Ifrequested by DHS, COMMISSION and CONTRACTOR shall provide an accounting of disclosures directly to the individual. COMMISSION and CONTRACTOR shall maintain a record of any accounting made directly to an individual at the individual's request and shall provide such record to the DHS upon request. R. In addition to any indemnification provisions in the Contract, indemnify the DHS, its officers and employees from any liability resulting from any violation of the HIPAA Privacy and Security Rules or Breach that arises from the conduct or omission of COMMISSION and CONTRACTOR or its employee(s). agent(s) or SWDCONTRACTORGS. Such liability will include, but not be limited to, all actual and direct costs and/or losses, civil penalties and S. For any requirements in this Agreement that include deadlines, pay performance guarantee payments of$300.00 per calendar day, starting with the day after the deadline and continuing until COMMISSION and CONTRACTOR complies with the requirement. COMMISSION and CONTRACTOR shall ensure that its agreements with SUbCONTRACTORS enable COMMISSION and CONTRACTOR to meet these deadlines.  the Secretary or the Secretary's designees may require.  reasonable attorneys' fees imposed on DHS.  9. DHSagreest that it will:  A. Notify COMMISSION and CONTRACTOR of any new limitation in DHS's Notice of Privacy Practices in accordance with the provisions of the Privacy Rule if. and to thee extent that, COMMISISON determines in the exercise ofits sole discretion that such limitation will affect COMMISSIONand  CONTRACTORS use or disclosure of PHI.  B. Notify COMMISSION and CONTRACTOR ofany change in, or revocation of, authorization by an Individual for DHS t0 use or disclose PHI to the extent that DHS  HOGAAAA  61  Effective Date 7/1/24    determines in the exercise ofits sole discretion that such change or revocation will affect COMMISSION and CONTRACTORS use or disclosure ofP PHI. C. Notify COMMISSION and CONTRACTOR ofany restriction regarding its use or disclosure of PHI that DHS has agreed to in accordance with the Privacy Rule if, and to the extent that DHS determines in the exercise ofits sole discretion that such restriction will affect COMMISSION and CONTRACTORS use or D. Prior to agreeing to any changes in or revocation of permission by an Individual, or any restriction, to use or disclose PHI, DHS agrees to contact COMMISSION and CONTRACTOR to determine feasibility ofcompliance. Following the receipt by DHS ofa written cost estimate, DHS agrees to assume all costs incurred by COMMISSION and CONTRACTOR inc compliance with such special requests.  disclosure ofPHI.  10. The Term of this Agreement shall be effective on the Effective Date and shall terminate when all oft the PHI provided by DHS to COMMISSION and CONTRACTOR, or created or received by COMMISSION and CONTRACTOR on behalf of DHS, is destroyed or returned to DHS, or, ifitisinfeasiblet to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions int thissection. A. Termination for Cause. Upon DHS's knowledge ofa material breach of this Agreement by COMMISSION and CONTRACTOR. DHS shall either:  i.  Provide an opportunity for COMMISSION and CONTRACTOR to cure the breach of Agreement within areasonable period oftime, which shall be within thirty (30) calendar days after receiving written notification ofthe IFCOMMISSION and CONTRACTOR fails to cure the breach of Agreement, terminate the Contract upon thirty (30) calendar daysnotice; or iii. Ifneither termination nor cure is feasible, DHS shall report the breach of Agreement to the Secretary ofthe Department ofHealth and Human Services.  breach by DHS;  ii.  B. Effect ofTermination.  i.  Upon termination of this Agreement, for any reason, DHS and COMMISSION and CONTRACTOR shall determine whether return ofPHI is feasible. Ifreturn oft the PHI is not feasible, COMMISSION and CONTRACTOR agrees to continue to extend the protections of this Agreement to the PHI for so long as the COMMISSION and CONTRACTOR maintains the PHI and shall limit the use and disclosure of the PHI to those purposes that made return or destruction ofthe PHI infeasible. Ifat any time it becomes feasible to return or destroy any such PHI maintained pursuant to this paragraph, COMMISSION and CONTRACTOR must notify DHS and obtain instructions from DHS for either the return or  destruction ofthe PHI.  HOGAAAA  62  Effective Date 7/1/24    ii. COMMISSION and CONTRACTOR agrees that it will limit its further use or disclosure ofPHI only to those purposes DHS may, in the exercise ofi its sole discretion, deem to be in the public interest or necessary for the protection ofsuch PHI, and will take such additional actions as DHS may require for the protection ofpatient privacy and the safeguarding, security and iii. This Effect ofTermination section survives the termination ofthe  protection ofsuch PHI. Agreement.  11. Interpretation. Any ambiguity in this Agreement shall be resolved to permit DHS to comply with applicable laws, rules and regulations, the HIPAA Privacy Rule. the HIPAA Security Rule and any rules, regulations, requirements. rulings, interpretations. procedures or other actions related thereto that are promulgated, issued or taken by or on behalf of the Secretary; provided that applicable laws, rules and regulations and the laws ofthe State ofGeorgia shall supersede the Privacy Rule if, and to the extent that. they impose additional requirements. have requirements that are more stringent than or have been interpreted to provide greater protection of patient privacy or the securily or safeguarding of 12. No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the Parties and the respective successors or assigns ofthe Parties. any rights, remedies, obligations or  PHI than those of the HIPAA Privacy Rule.  liabilities whatsoever.  13. All other terms and conditions contained in the Contract and any amendment thereto, not amended by this Agreement, shall remain in full force and effect.  (Signatures onj followingpage)  HOGAAAA  63  Effective Date 7/1/24    VZML ajea aAloaya  v9  WWV9OH  EIUOcoI ipus o41 puig pu jojeypg uo; anoov 1 po/ioyny R01U0. 40001.) "luapisaud DDIA luapisau aqisn  OL COWEN pingeuêis  uua foperuing Kgt yht :A8  Dea  TL-VE  "pareoipu!  iepowtyoseypepgsi uo painooxa aq 0) Juauaaay SI4) pasnes SEY "luase pue aoyo pazoyne SI! yano.y O.LVALINO) pue NOISSIWIOD "OTIJHA SSINLIA NI    ATTACHMENT D-1  Listo ofIndividuals Permitted to Receive, Use and Disclose DHS PHI  The following Position Titles, as employees and/or representatives of COMMISSION and CONTRACTOR. need access to DHS Protected Health Information in order for COMMISSION and CONTRACTOR to perform the services described in the Contract:  Flizohalh Gilson - Dicechr Lacey Theskr-Assistant  TransfersofPHI must comply with DHS Policy and Procedure 419: Appropriate Use of Approved methods of secure delivery ofPHI between COMMISSION and CONTRACTOR  Information Technology Resources.  and DHS:  Secure FTP file transfer (preferred)  Encrypted email or email sent through "secure tunne!l" approved by DHS Information Email ofencrypted document (password must be sent by telephone only) Encrypted portable media device and tracked delivery method  Security Officer  COMMISSION and CONTRACTOR must update this list as needed and provide the updated form tol DHS. Use ofDHS Protected Health Information byindividuals who are not described ont this Attachment E-1, as amended from time to time; is impermissible and a violation ofthe. Agreement. COMMISSION and CONTRACTOR must update this Attachment E-1 as needed and provide the updated form to DHS Project Leader Contact.  HOGAAAA  65  Effective Date 7/1/24    VZIVL ajeg aApays  99  VWVV9OH  oejuo) Japeal 1oafo.d SHCI 0) woJ parepdn  a41 * apiAo.d pue papoau se juouyoeny SI4) aepdn 1snuu BO.LOVANO) pur NOISSIWIO a9 IM pue juauaa.ay oypjo uoreoIA C s! oup uo uopeoypou SI4n opiAo.d 01 a.npeJ paquosop SSo00B jo [oAa! ayl spaou Jaluol ou IS!I sIy uo jenpiAtpu! Aue aye 's.noy +Z uIypIA Iseal 18 inq Ajareipaur a10D1E2OqUUDSJON otup.000 [jouuo) SSaJ0V SHII 041 pue 108.11u0) oy u! paynuap! Japea 1oafoud o41 Apou Isnur OLDVA.INOD pue NOISSIWIOD  "luapiour Ajjunoas e SE papodai  "swoIss uopcwuojujo !01uo) pue ssasoy "uopezyoyny Buiaeurp  :SEb oumpasoud pur Aoyod SHG 4pIAN spuepooJe u! paSueyo pu pajurs aq IIIM ssaooy DAOqe paisil enpiA!pu! ypua JoJ wo! isonbazl SSO00V YIOMION SHG polajduos e luugns 1snu Japeal 1oafoi SHGaYL  Mp TTP (GaA LAjuo peay) Ssa90VjoadkL  Joyuay 101UES IuaN soluas JaXojdug  -  FpPr h5T7T waSAs uoyeuuoyui SHO  Va9gy YFquL  OUIEN IIny  :oe.nuo a41 u! paquosap  SOJIAJOS o41 uojod 01 NOLDVA.LNO) pue NOISSIWOD JoJ Jap.o uI uoyewoju 4ue2H pojoajo.d SHa Bulureuos swosAS uopewogu SHa 0) ssaoo poou ROLOVAINOD pue NOISSIWWODJO: soAeluesadai Jo/pue sooKodua se "sjenpiAipu! QuImoyoy a4.. IHd Bupugepuoo wajsAs uogew.oju SHaI B SS330Y 01 pazjoyny senpIpuIj01S1 [euomppe yoene aseold swaIsAS uonewoju! SHCI ssoooe 01 sjunoooe pesn Kue poou STOCI OLDVA.LNOD pue NOISSIAIOD jey) pajeoipul nok J! Mojaq ajqe) a4) ajajdwos oseald SHI ssoooe 01 sjunoooe Jasn poou SJOG OLDVALNOD pue NOISSIWIOD TE SSO0D8 01 slunoooe .osn Kue poou LON SDOI NO.LOVBLNOD pue NOISSINNOD  "papaauj! saBed  Z18d  "woJ SI4Jo Z ped ajajdwos oseold "suaysks uonewojul 'woJ sIypJo Z Jed ajajduroo jou 0aI "swDISAS uopeu.ojul SHII "uopdo ouo Ajuopajos aseold uopdo 103.1100 ay apisag penuur aseald  Ied  z-a INIWHOVLLY    EXHIBIT E  GEORGIA SECURITY AND IMMIGRATION COMPLIANCE ACT AFFIDAVIT By executing this affidavit, the undersigned subcontractor verifies its compliance with 0.C.G.A.913-10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance ofservices under a contract with Heart ofGeorgia Altamaha Regional Commission Area Agency on Aging, on behalfoft the Georgia Department of Human Services (DHS) has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in 0.C.G.A.913-10-91. Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period and the undersigned subcontractor will contract for the physical perlormance of services in satisfaction of such contract only with sub-subcontractors who present an affidavit to the subcontractor with the information required by 0.C.G.A.S13-10- 91(b). Additionally, the undersigned subcontractor will forward notice oft the receipt ofan affidavit from a sub-subcontractor: to the contractor within five business days ofreceipt. Ifthe undersigned subcontractor receives notice that a sub-subcontractor: has received an affidavit from any other contracted sub-subcontractor, the undersigned subcontractor must forward, within five business days ofreceipt, a copy ofthe notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date ofauthorization are as follows:  Subcontractor Affidavit under O.C.G.A. S 13-10-91 (b)(3)  58-100D0423 Emanuel Caunty of Subcontractor Emanuel County Name of Public Employer. Executed on July Hyk SignaturgfAutiorizd  Federal Work Authorization User Identification Number Date of Authorization  EmanelCountySnor Center  Name  Boudleflommsons  Name of Project  Ihereby declare under penalty of perjury that foregoing is true and correct.  1,2024_in,  (state).  Sin  ciy.Gcogia  Agent  E  Hush Foskey Chairman Printed Name and Title/of Authorized Officer or Agent  SUBSÇRIBED ANDSWORNI BEFORE ME ON THISTHE 1S+ DAY OF Julyam  Fato  My Commission Expires: 12/18/7  NOTARYPHREG   Comm. Exp. 12/18/27 UBLIC COUN  HOGAA  67  Effective Date 7/1/24    EXHIBITF  Subrecipient Federal Grant Award Information'  For each federal grant award associated with this Contract?, DHS hasi identified the CFDA (Catalog of Federal Domestic Assistance) title and number, award name, award number, award year, Common Accounting Number (CAN), the name of the federal awarding  agency, and indicated whether the award is for research and development (R&D):  CFDA CFDATitle Number  Award Name Award Number Award' Year CAN  Federal Awarding Agency for Community Living  R&D (Indicate Yes or No)  93.053 Nutrition Services  Nutrition Incentive Program  2001GAOANS- 10/1/23- 02  2020,29943 Administration No  Incentive Programs Services  9/30/25  25  93.044 Special Programs for IIIB: Supportive 2001GA0ASS-02 10/1/23-  2020,29943 Administration No  the Aging Title III, Part Services B Grants for Supportive Services and Senior Centers 93.045 Special Programs for IIIC1:  9/30/25  15  for Community Living  2001GAOACM- 10/1/23- 02  2020,29943 Administration No  the Aging Title III, Part Congregate CNutrition Services Meals 93.045 Special Programs for IIIC2: Home  9/30/25  20  for Community Living for Community Living  2001GAOAHD- 10/1/23-  2020,29943 Administration No  the Aging Title III, Part Delivered Meals 02  9/30/25  21  CNutrition Services  1 Consult Budget Officer in Respective DHS Division/Office: for assistance in completing this Annex. 2A Annex must bec completed when the Contractor has been determined to be a Subrecipient. 3A Award year could be different than, and is not necessarily the same as, the contract year.  HOGAAAA  68  Effective Date 7/1/24    93.043 Special Programs for IIID: Preventive 2001GAOAPH- 10/1/23-  2020,29943 Administration No  the Aging Title III, Part Health DI Disease Prevention and Health Promotion Services Grant  02  9/30/25  16  for Community Living  93.667 Social Services Block Social Services 2001GASOSR 10/1/23-  2020, G9923 Administration No 2020,29951 Administration No  Block Grant IIIE: NFCSP  9/30/25  42  on Children & Families for Community Living Health and Human Services Centers for Medicare and Medicaid Services  93.052 National Family Caregiver Support, Title III, PartE  2001GAOAFC-02 10/1/23-  9/30/25  48  93.791 Money Follows the Money Follows 1LICMS030163- 2014  5992181 Department of No  Person Rebalancing the Person Demonstration  01-08  HOGAAAA  69  Effective Date 7/1/24    GEORGIA DEPARTMENT OF HUMAN SERVICES DIVISION OF AGING SERVICES REPORT OF CERTIFIED COSTS  Completed by Contractor: Fort the period of: Date: Name ofContractor: Specify Type ofCertified Costs: Certified Costs: Specify Type ofl Program: Type of Program: Identification #: Name ofl Provider: Address ofProvider:  To Date: Program Oflicer, DHR: Non-Cash Match: Contract #: Control #:  Name and. Address of Provider ofCertified Costs/Non Cash Match:  Costs Detailed: Personnel: Name  Title  Salary/Benefits  %ofTime  Applicable Amount  $ $ $ $ $ $  Subtotal $  Detail Other Costs:  Subtotal $ TOTAL $  I, the undersigned, hereby certifyt that the above certified costs and/or non-cash match have been providedreoeived in compliance with the requirements and conditions ofthe applicable federal ors state program. Ifurther certify that my office! has availablea set ofaccounting records relative to these certified costs that specifically identifies each specific detailed transaction direct tot this  federal or state program and that these records arc available to DHR or federal auditors to review.  Date:. PI156(D) Revised 04/29/03 Form 5215  Signature: Title:  HOGAAAA  70  Effective Date 7/1/24    GEORGIA POWER COMPANY CHARGING STATION LICENSE AGREEMENT a Georgia. Political Subdivision  EMANUEL COUNTY 12 day of August and agree asf follows:  ("Licensor), and GEORGIA POWER  COMPANY, a Georgia corporation ("GPC"), hereby enteri into this Charging Station License Agreement (the' "License")as ofthe consideration, ther receipt and sufficiency of which are acknowledged, Licensor and GPC (collectively, the "Parties") acknowledge 1.1 Premises:License Area. Licensorist thet fee ownero ofthe propertyk known as $25032 located at_ 119E! Main Street, Swainsboro, GA3 30401 (Premise address and7 Tax Parcel ID)a andf further described or depictedi in Exhibit/ A attached! hereto (the "Premises"), and Licensor grants to GPC al license tou use that portion oft the Premises identifiedi in Exhibit/ A (the "License Area") fort the Charging Station (definedi in Section 3.1).AtGPC's election, GPCr may record this License or al memorandum oft this License in ther real property records. Licensor acknowledges that GPC will make substantial expenditures toi installt the Charging Station in 1.2 Use of Other Portions of the Premises. During the Term (as defined in Section 2.1), Licensor also grants to GPC: ()a general ability to use the Premises for access to and from the License Area for construction, installation, maintenance, repair, operation and use oft the Charging Station; (i)t the right, but nott the obligation, to provide GPC's customers access to the License Area 24hours per day, 70 days per week, and 365/366 days per year; except as deemed necessary by Licensor for purposes of emergencies orp public safety; provided thatt the Licensor acknowledges and agrees that the installation of any Charging Station that is subject to this License will provide a direct andi indirect benefit to the Licensor and its citizens; provided further, that ifa any such closurel lasts fort thirty (30) days orl longer, GPCS shalll have the option tot temminate this License and remove the Charging Station from thel Licensel Area pursuantt to Section 2.3; and (ii)t ther rights describedi int thet form distribution easement: attached hereto as! ExhibitB in order to permit GPC to install, operate, maintain and repair overhead and/or underground electric distribution lines and related facilities (including electric distribution cabinets) in the locations needed to serve the Charging Station; provided, however, thata all electrico distribution lines andi relatedf facilities fort the Charging Stations (as defined! hereinafter) ont the Premises shall be underground only; provided, further, that GPC shall not use overhead electric distribution lines for the Charging Stations (as defined hereinafter) 1.3 Restrictive Covenants. Duringt thel Term, Licensor agrees thatt thel Premises ares subject tot thet followingr restrictive covenants: ()GPC and its customers willl have vehicular and pedestrian access to andi fromt the License Area ata all times andl Licensor will not make or allow any material change to the vehicular or pedestrian access without providing 30 days' prior written notice to GPC; ()Licensorwillr notr make ora allowa any change to thel LicenseA Area without GPC's priorv written consent; (i)t the Charging Stations (as defined hereinafter) on the Premises that are the subject oft this License shall not take upr more than three (3) parking spaces; and (iv) GPC shall have the exclusive right top provide vehicle charging and support services to drivers of electric plug-in vehicles (each an" "EV")and EV-charging-related: services att the Premises. Licensor willi incorporate item (in)i into all! leases, licenses and othergrants 2.1 License Term. Thet term oft this License (the" "Term") will commence ont the datet the Charging Stationi is first operational (the Commencement Date"), and unless extended per this Section: 2.1 ort terminated per Section 2.3, will end ont the date whichi ist ten (10)) years after the Commencement Date. Upon request by Licensor, GPC will provide written notice oft the Commencement Date tol Licensor. Provided GPCi is not in breach oft the License, the Temm will automatically renew for one five (5)y year period unless this 2.2 License Fee. GPC will payl Licensor One Dollar ($1.00) pery year for the use oft thel Licensel Area, due and payable upon the execution of this License. Ift the Termi is extended per Section 2.1, GPC will pay Licensor One Dollar ($1.00) for each year of the 2.3 Termination. Licensor mayi immediately terminate this License for cause if GPC fails to perform any License obligation in any material respect, and thel breach continues uncured for 30 days after receipt ofv written notice. GPCI mayi immediately terminate this License upony written notice, for any reason or for no reason. Promptly following expiration ort termination, GPC will remove the Charging Station from the License Area and will restore the area toi its fommer condition, excluding ordinary wear and tear. Despite the previous sentence, GPC, ati its option, may cap off and secure, but not remove, any underground electrical wiring or conduit. Upon any termination oft thisl License, both Parties are relieved ofa any further obligation under this License, except for any obligation 3.1 Charging Station Facilities. Each "Charging Station" includes all EV charging equipment; GPC signage; electrical equipment, meters, hardware, and software; and supportinge equipmenta ands structuresi installedby GPC, includinge electrico distribution cabinets and equipment, concrete pads, and protective bollards. The number anda approximate location ofeach Charging Stationi is indicatedi in! ExhibitA. GPC (itself or through contractors), at anyt time and for any reason during the Term, may upgrade, revise, alter, swap, or remove all orp part ofa any Charging Stationi int the License Area and may perform security assessments andi install (or  2024 (the" Effective Date"). In consideration ofr mutual benefits and other good andy valuable  PART1 LICENSE GRANT; COVENANTS  reliance upont thet terms oft thisl License.  unless absolutely necessary.  ofrights affecting the Premises. PART2 TERM; FEE; TERMINATION  License is otherwise terminated earlier undert the tems stated herein. extended" Term on orb before the end oft the then-current Term.  that byi its nature shoulds survive orr mayr require performance: after termination.  PART3 CHARGING STATION FACILITIES  add additional) reasonable: security features, including lighting or cameras.  Page 1  24189715.2    3.2 Signage. GPC may paint, place, erect, or project signs, marks, or advertising devices on or about the License Area or elsewhere ont the Premises, including signage on or around the Charging Station designating the area' "EV Charge Parking." GPC may place as sign ona ar metal post substantiallyi int the form ofthe example attached! hereto andr made a part! hereofa as ExhibitCv which 3.3 Installation. GPC will retain all ownership rights in the Charging Station throughout the Term. GPC will have the right to remove all or a portion of the Charging Station ata any time during the Term or after License termination, whether or not the items are 3.4 Operation and Maintenance. GPC, ati its sole cost and discretion, will maintain and operate the Charging Station. GPC, in its sole discretion, will determine thet type and amount ofu user fees and method of payment to GPC. Licensor may not collect any fee for usec oft the Charging Station. Ifthere are operational or maintenance issues with the Charging Station, Licensor will not undertake any repair, instead, Licensor will promptly contact GPC per Exhibit D attached hereto. GPC does not guarantee unintemupted or continual operation oft the Charging Station and, ini its sole discretion, mayi interrupt operation when necessary. 3.5 Licensor Obligations. Licensor, ati its sole cost and expense, willi take all action necessary to maintain the License Area in aclean, safe, and orderly condition, to at! least the same standard asi it customarily maintains the Premises common areas, including providing lighting and general security for the License Area. Upon notice to GPC, Licensor may install a parking meter and charge parking fees above the standard rates for parking bys gas powered vehicles for use ofthel License. Area parking spots. Licensor shall perform any suchi installation orv worki in a good workman-ike manner and with a high commercial standard of care. 3.6 Property Taxes. GPC is solely responsible for personal property taxes imposed on the Charging Station. All other real or personal property taxes related tot the License Area and the Premises are the sole obligation ofLicensor. 3.7 Closure of the Premises. GPC acknowledges and agrees that Licensor may prohibit access to the Premises and Charging Stations on a yearly basis for the Pine Tree Festival & Southeast Timber Expo (the "Pine Tree Festival"). Provided, however, that Licensor must allow access tot the Premises and Charging Stations promptly upon the expiration oft the Pine Treel Festival. GPC also acknowledges: and agrees that! Licensor may prohibit access tot the Premises and Charging Stations for reasonable security reasons 4.1 GPC Intellectual Property. As between the Parties, GPC retains ownership of all of GPC's "Intellectual Property" (each copyright, patent, trademark, service mark, name, logo, design, domain name, trade secret, know-how, and each unique concept, data, ork knowledge eligible for legal protection asi intellectual property under applicable law). Licensor has, and will obtain, no righti in any GPCI Intellectual Property. Each reference to GPCint this Section 4i includes its parent, Southem Company, and its afiliates. Any document in any format prepared by or under the direction of GPC in connection with construction, installation, or maintenance ofa 4.2 Publicity. Licensor may not use GPC's name or any GPC Intellectual Property without GPC's prior written consent. No publication or promotional material may claim or imply that GPC endorses Licensor's business, brand, products, environmental attributes, orl Licensor generally. Licensor agrees thati it will not place al logo, trademark, service mark, or advertising device on any portiono ofthe Charging Stationorint thel License Areav without GPC'sp priorv written consent. GPCI maya advise mapping services, vehicle navigation system manufacturers, or smart phone application developers of the existence of the Charging Station at the License Area." Top promote and inform the public about the Charging Station, GPCI may disclose tot the publici information about the location of the Charging Station and its status andi may use the business name (or project or shopping center name as designated by Licensor) and address oft the License Area inp promotional materials, websites, and maps. With Licensor's prior written consent, GPCI may use Licensor represents, warrants, or covenants that: ()it has or will obtain any consent or approval required for Licensor to enter into, grant the rights in, and perform its obligations under, this License, and for GPC tot take the contemplated actions with respect to the LicenseArea, from any thirdp party: (a) with ani interesti int the Premises; or (b)v whose consent isi required under conditions, covenants, orr restrictions documents or declarations affecting the Premises; (i) therei is nol lien, judgment, encumbrance, or otheri impediment of titled ont thel Premises that would adversely afect use ofthel LicenseAreal by GPC pert this License; and (ii) itwillmaintain the Premises 6.1 GPCInsurance. During the" Term, GPC will maintain, ati its costa ande expense, the insurance coveragei itis required tor maintain 6.2 Licensor Insurance. Licensor, ati its expense, must procure and maintain in effect without interruption throughout the Term (ii) Statutory worker's compensation insurance and employer's liability insurance of $500,000 per accident/per employee including a waiver ofs subrogation on such worker's compensation insurance and employer's liability insurance policy. For any of the above Insurance requirements, Licensor may utilize the Georgia Municipal Risk Agency/GIRMA and GPC hereby accepts such coverage as adequate to meet the requirements under this License, which proof of coverage shall be provided from  shall note exceed 8x12i inches.  considered fixtures or attachments to the License Area under applicable law.  related tot the Premises, but such prohibition shall note exceed seven (7) consecutive days.  PART4 INTELLECTUAL: PROPERTY; PUBLICITY  Charging Stationi is solely and exclusively GPC Intellectual Property.  Licensor's logo, trademark, or service marki in promotional materials, websites, or maps. PART5 LICENSOR REPRESENTATIONS, WARRANTIES AND COVENANTS  free ofa any! lien, judgment, encumbrance, or impediment throughout the Term.  PART6 INSURANCE  byt the Georgia Public Service Commission. In alle events, GPC will be entitled to self-insure. insurance policies providing atl least the following coverages and limits:  () Intentionally Omitted.  time tot time upon GPCI request. 6.3 Intentionally deleted. 24189715.2  Page 2    PART7 BROKERS; ATTORNEYS' FEES; REMEDIES resulting from anyi inaccuracy oft this representation and warranty.  7.1 Brokers. Each Party represents to the other that ithas not dealt with any broker in connection with this License. Each Party will indemnify and hold harmless the other against and from any loss, cost, damage or fee (including reasonable attomeys' fees) 7.2 Attomeys' Fees. Ifeither Party sues the othert for violation of, ort toe enforce any provision of, this License, the prevailing Party 7.3 Remedies. Licensor specifically agrees that if the covenants in Section 1 are breached, damages will be very difficult, ifnot impossible, to ascertain. Accordingly, in addition to any other remedy allowed by law, the Parties agree that each covenant will be enforceable ine equity. The rights andi remedies provided byt this! License are cumulative and are additionalt to any rightundera applicable law ori in equity; the use ofa anyr right or remedy by al Party does not preclude or waive its rightt to use any other remedy. 8.1 Relationship of the Parties: Force Majeure. The Parties are independent contractors in performance oft thisl License. This License: () creates noj joint venture, partnership, fiduciary, or agency relationship for any purpose; (i) confersno right or remedy on any person other than the Parties and their respective successors or permitted assigns; and (i) creates no contractual relationship with, or cause of action for, any third party. Any renewable energy credit, allowance, or other indicator of environmental benefit attributable top presence ofaCharging Stationont thel Premises during the Termbelongs to GPC. Rights and obligations in this License are independent from any other agreement between the Parties. Neither Party is responsible for delay or failure in License performance to the extent the delay or failure is caused by fire, food, explosion, war, embargo, govemment requirement, civil or 8.2 Interpretation. Both Parties were involved in negotiating this License; no rule allowing construction according to authorship applies. Georgial lawg govems all matters, including torts, relating tot thisl License, withoutr regardt to choice oflawprinciples. Thel Parties regardless of Premises location; each consents to exclusive jurisdiction and venue in these courts. This License and its exhibits comprise the Parties' final and exclusive expression of their rights and obligations regarding the License Area and supersede any prior oral or written representation, promise, or agreement. Captions are for convenience only and do not affect interpretation; "include" means "include, but are not limited to"; "or" means "either or both"; and defined terms are singular or plural as context requires. License provisions that logically should apply beyond License expiration ort termination will survive expiration or termination. 8.3 Modification: Waiver: Assignment: Severability. No amendment or modification of this License is effective unless made inaw writing signed by! both Parties. Each Party agrees to execute documents or perform acts reasonably necessary to perform each provision oft this License. Failure ofa Party toi insist on strict performance of any provision does not waive the right to require future pertormance; a waiver in one instance is not a waiver regarding a later obligation or breach. This License binds and benefits the Parties andt their respective heirs, successors, assigns, including successor Premises owners. Ifthere is an assignment or change inc control ofa all, ors substantially: all, ofal Party's operations or assets, the Party must provide prompt written notice and the Parties will cooperate to ensure that the License binds the successor. Ifa court rules a provision unenforceable to any extent, the rest oft that provision and all others remain effective; the Parties will negotiate in good faith to replace the provision. Ifa court finds aj provision unreasonably broad in time or scope, the Parties desire that the court reduce itto the maximum allowable parameter, instead of 8.4 Notices. Any notice under thisl License must be iny writing and be delivered either by: () personal delivery (effective that date); ()prepaid nationally- ori mematonalyrecognized commercial ovemight courier (efective the next business day); or (ii) registered or certified U.S. mail, with proper postage (effective the following fourth business day). The Parties will provide notice asi indicated in  willb be entitled tor reimbursement of alli its costs ande expenses, including reasonable attomeys' fees.  PART8 MISCELLANEOUS  military authority, act of God, act or omission of carriers, or other similar cause beyond the Party's control. will resolve a claim or dispute under this License ina a state orf federal courts sittingi in Emanuel  County, Georgia,  holdingi ittotally unenforceable.  Exhibit D, subject to any update provided by written notice pursuant tot this Section 8.4.  Remainder ofA page left blank; signatures appear on followingpage)  Page 3  24189715.2    Z'SIL68IV2  [paypene aq 01] VIISIHXE  VIJV ISN3DI7 GNV SESIEdd JO NOIIOIda0    EXHIBITA  1:Existing OHF Primary 2:Setar newp polei ifn necessary or bore, set 150-225 KVA 480V OHE bank 3:New Meter Point & Secondary Electrical, external disconnect 4:TWO( (2) DCFast Chargersi in Paired configuration for 1251 kWh to1 160kWh Output  24189715.2    Z'SIL68142  3i009  0 AIINAANOS  4y  91I8LF1 --  ZCZELRI  [payoepe] .8IHXE  INEWESVE NOINEIHISIO WIOS    ZSIL68142  ZLX8  payet u saa; Bupi HMYaW A9paoud AINO ONIPIVHD A3 awods CRioap  39VNOIS D1ISIHXE    EXHIBITD  NOTICES AND ADMINISTRATION  Licensor will provide noticet to GPC regarding any operational orr maintenance issue at the Charging Station under  Section 3.4 (Operation and Maintenance) as follows:  Blanca Giles ETI Program Manager Georgla Power Company 4404 North Shallowford Rd Bin 10214 Atlanta, GA 30338 Requests to GPC: Glenn Halliday ET Program Manager Georgia Power Company 4404 North Shallowford Rd Bin 10214 Atlanta, GA 30338  Each Party will provide Publicity requests to the other under Publicity (Section 4.2) as follows:  Requests to Licensor: Name Guy Singletary Title County Administrator Licensor Name Emanuel County Board of Commissioners Street Address 124 North Main Street City, STZip Swainsboro, GA: 30401  Eachl Party will provide written notice to the other under Notices (Section 8.4) as follows:  Notice to GPC: Blanca Giles ETI Program Manager Georgia Power Company 4404 North Shallowford Rd Bin 10214 Atlanta, GA 30338 With a copy to: Vanessa S. Watson Senior Counsel Georgia Power Company 241 Ralph McGill Blvd NE Bin 10180 Atlanta, GA 30308  Notice to Licensor: Name Guy Singletary Title County Administrator Licensor Name Emanuel County Board of Commissioners StreetAddress 1241 North Main Street City, STZip Swainsboro, GA 30401  With a copy to: Name Guy Singletary Title County. Administrator Licensor Name Emanuel County Board of Commissioners StreetAddress 1241 North Main Street City,STZip Swainsboro, GA: 30401  24189715.2    Southern Company  Southem Company Services, Inc. 301 Ivan Allen. Jr. Blvd. NW Atlanta, GA: 30308 404 5060700 tel 404: 5060702 fax Mibiti@souhemc.com:  8/28/2024  Emanual County 101NI Main Street Swainsboro, GA 30401  RE: Evidence of Insurance: Georgia Power Company  To Whom It May Concern:  Southern Company'sF Risk Management Department is responsible for administering the corporate risk and insurance management program for Southern Company and its subsidiaries including Georgia Power As part of the Southern Company insurance program, Georgia Power Company maintains a comprehensive program of general liability, employers' liability and auto liability coverage. The excess liability program includes broad form contractual liability, products completed operations and property damage liability insurance coverage and is also endorsed to insure us against liability for damage to property ofothers within our care, custody and control. As is customary in our industry and with companies of Georgia Power's size and financial resources, it carries a $5,000,000 self-insured retention under this program. This letter confirms our intention, consistent with the terms and conditions of our excess insurance policies and to the extent of our contractual indemnity obligations, to self-insure and be responsible for any claims which may fall within the self-insured retention under the general liability insurance program. Further, we agree to treat Emanual County as additional insured under the above referenced program subject to  Company.  contractual terms and conditions.  Please call mei ify your need additional information.  Kind regards, Kam-Bilk Karmen L Bittick Risk Management Team Leader lcb