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HomeMy WebLinkAbout1986-084 1 2 3 4 5 RESOLUTION NO. 86-84 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND ~ DIRECTING THE EXECUTION OF AN AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND THE OFFICE ON AGING, SENIOR HOME AND HEALTH CARE, SAN BERNARDINO COUNTY FOR THE PURPOSE OF PROVIDING SERVICES TO CLIENTS ENROLLED IN THE CALIFORNIA MULTIPURPOSE SENIOR SERVICES PROGRAM. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY 6 OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. The Mayor of the City of San Bernardino is 8 hereby authorized and directed to execute for and on behaif of 9 said City an Agreement with the Office on Aging, Senior Home and 10 Health Care, San Bernardino County for the purpose of providing 11 services to clients enrolled in the California Multipurpose 12 Senior Services Program~ a copy of said Agreement is attached 13 hereto as ExhibitnAn and incorporated herein by reference as 14 though fully set forth at length. 15 I HEREBY CERTIFY that the foregoing resolution was duly 16 adopted by the Mayor and Common Council of the City of San 17 18 Bernardino at a reQu1ar meeting thereof, held on the , 1986, by the following vote, to J7th day of March 19 wit : 20 21 22 23 24 25 26 27 28 AYES: Council Members Estrada. Hern<Jnde:-< Ma-rl,,, , Frezier. Strickler NAYS: None ABSENT: Co\.mcj.1 Ilenbe'-::; ReUly. 011;e1 I I I I h774{kf/.d1// ./ City Clerk I I I I " . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 -26 27 28 resolution is hereby approved this I cJ>~-c day gJ2-f.-. ]J Ab"p Mayor of the City of San Bernardino The foregoing of March , 1986. Approved as to form: ~#I?~/c~ City Attorney 2 :CVER ?AGE SECTION I. SECTION II. SECTION II I . SECTION IV. SECTION V. SECTION VI. 5EC'!'IC~~ VII. INDEX TO SECTIONS OP AGREEMENT SERVICES TO BE PROVIDED A. Contractor Responsibilities B. Vendor Responsibilities PAYMENT FOR SERVICES A. Payment Schedule and Method B. Conditions of Payment C. Accounting Records TERMS OF AGREEHENT A. Effective Date B. Termination of Agreement for Cause C. Termination for Convenience D. Termination for Reduction, Suspen- sion or Termination to County ADMINISTRATIVE ~ONDITIO~S OF AGREEMENT A. Selection of Vendors B. Changes C. Client Confidentiality .D. Findings Confidential E. Ownership, Publication, Reproduc- tion and Use of Material F. Evaluation of Pe=formance INSURANCE A. Coverage B. Certificates C. Indemnification COMPLIANCE REGULATIONS A. Legal Status of Vendor B. Vendors' Employees and Equipment C. Subcontracts D. Assignability E. Conflict of Inte=est F. Federal~ State and Local Laws and Regulations G. Fiscal and Perfc=mance Audits and Inspection of Records E.' Affirmative Action and Fair Employ- ment I. Vendor Subcontracts of SlO,OOO or ~lore NOTICE /" - 6'( . ;.." Paoe ------- 2 2 2-3 3-4 4 4 4-5 5 5 5-6 6 6-7 7 7 7 7-8 8 8-9 9 9 9 9-10 10 10 10-11 11-12 l2-H, 15 :::'~;::l=::X TO SECT:O~,S OF AGREE/olENT Page 2 SEC7ION VII!. ATTORNEY'S FEES AND COSTS 15 SEC':'IO~ VIX. INTEGRATED DOCm1ENT 15 E):E~EIT "A" SCOPE OF SERVICES 16 EXEIEIT "Bn DEFINITION OF SERVICES 17 S:G~;ATURE PAGE 18 ~ ^G~EE~SNT FOR T2~ PURCF~SE OF SERVICES OFFICE C!: ;'.G:!:G, SENIOR F.O!-:E AND HEALTF. (XSSP) PROGRAM ~_..::._.,.S. 'G"-='-="'''''I''~ ;. -~"c ano' cn-e-eo' ;nto the \CI o'ay 0& ..fin.... ()^ I"'...~~_._'':'..-- .,._:-_ ..:- \,.... ..... .co \1:) _' .... -I.\\.1J(r....xl~ , ~ge~, ~y ano De~ween the OfL~ce on Ag~ng, Sen~or F.o~e anc F.eal~h Care. San Ber~ardino County (hereinafter called "Cc:lt::-ac~orU) a:1c r:;ty of. Sr:ln RArnrlrrlino (hereinafter callec "Vendor"), :or the purpose of providing serv- ices to cli~n~s e~rc:led i~ the California MULTIPURPOSE SENIOR SERVICES PROG?J._~: O.:S S?) . -\\'t:~NESSETH: v:REREAS, 001, has entered into contracts with the Califor~ia Multipurpose Se~ior Services Program which has received funding from the U.S. Depar~~ent of F.ealth and Human Services using exist- ing Social Sec~=i~y Act Title XIX and Title XX monies; new Social Security Act Title XIX monies granted from Federal Health Care Financing Administration; and State of California's General Fund !!lor.ies; and hn~REAS, the ~ultipurpose Senior Services Program (MSSP) has the cc=ni~~en~ to provide alternatives for the integration of these services; a~d hlaEREAS, rnos~ of these services already exist in California co~unities: and hlaE~.S, the ~~ltipu=pose Senior Services Program (MSSP) is the vehicle e~a=ling local programs to provide services to the elderly in an ef:ective, yet humanly sensitive environment. and ~nEREAS, the U.S" Department of Health and "Human Services has approved waivers of co~pliance with some regulations under Title XIX of the Social Security Act; and hn~REAS, it is ~oth desirable and necessary to employ inde- pendent co~trac~c=s ~o assist the OoA in implementing said con- -:rac'tors: ana v,~EREAS, ~ne CcA has authority pursuant to Government Code 31000 County 0: Sar. Bernard~no to contract for services under said co~~rac~s; anc KO~ ?~ERE:C?~. ,~ cor.siderat~on of the recitals and the ~u~ual o~2iga~~c~s c: -:he ?ar~ies as herein ex?ressec, the OcA a~c ~he cc~ci~~c~s a;=ee as :cllo~s: E-25-E5/s".. s:::c::o~ !. S~?VIeES TO BE ?ROVIDED A. Ccn~=ac~c~ R;5~C~5ibili~ies , ~. ~he eentrac~or staff is responsible fer the SHh~e client e~rollme~~, assessme~~, case planning; arranging with cc~~ractors ~o previde services; sharing client infor~a- tic~ ~here necessary O~ appropriate; specifying autho=- ~zec ser~ices anc ~i~e ==ames of services requested via a Service A~~horiza~io~ FO~~i monitoring service delivery: nc~i:ying the contrac~cr regarding ar.y modification of services, er the ter~i~a~ion of services; and processing clai~s fre~ Vendor :cr payment for services. 2. !t ~ill be the res?o~sibility of the Contractor to kee? the Vender informed ef any changes in the program which affect the delivery 0: services by the Vendor, and to resolve a~y proble~s er conflicts between Vendor, SHARe clients, and/or Con~ractor staff. B. Vendor ResDonsibilities 1. Vender shall provide, in a sa~isfactory and proper man- ner, as de~errnined by ~he Contractor's representatives, ser",'iees defined and set forth in Exhibit "B" (Service Definitions) and Exhibit" "A" (Scope of Services) attached hereto and incorporated by this reference into this Agree- ment to clients enrolled in the SHAHC progr~~, based upon the type and levels of services ordered by Contrac- tc= staf:.. 2. Vender shall prov~ce all necessary qualified personnel for perfc~ance of services under this Agreement. 3. Vendor shall record services and submit reports as re- quired by the State 0: California and County, enumerating all services authorized and delivered to S~_HC client~. Vendor shall make available to the Contractor all records as necessary to conduct" thorough and comprehensive con- tract mo~ito=ing and auditing, and to conduct evaluation concerning the Vendor and program as appropriate under te==.s of ~his Agree~e~t. ~ . Ve~=cr is eXDectec ~c nain~ain an ongoing cooperation be~~een c~he~ service orovider Dersonnel and the Contrac- ~or staff; and to suppiy information ~o and to utilize infermation receivec from the Contrac~or staff regarding re=errec S~~EC clie~ts. SEC':!CI' .l..!.. ?;'_Y!~:::!\'T FOR S:::~VICES ~. ?a~~.e~~ S=~e=~2e a~c Methoc U?C~ =ece~?~ c: a~ a??=cvec invoice, ~he Contractor shall ~aV ~he ~e~=o= :0= ser~~ces authorizec the previous mo~th. ~~=e= ~c~,a~ co~c~~~c~s, paynents shc~lc be releasee -2- ~y Cc~t~ac~or apprcxiwa~ely twe~ty-one (21) cays a:~e~ recei~t c: a co~rec~ly ~repared invoice. 2. The Con~=ac~or shall ?=ovide the Vendor ~y the lO~h wo=k- ing cay c: each mon~~, a Service Authorization Fo== shc~- ing the a\.:~horized services requested :or each 5.EhEC client fer ~he previous ~cnth, and the tetal cost of those services. I: ~he Vender's reco=cs do not agree with ~he ~cn~hly Service Authorizatic~ ?o=rn, they shall contac~ ~~e s~~~sc :~scal Officer to re~o~cile the cif:er- ences. ~he Vendor shall submit an in~cice each rnc~~h to the Cc~~=acto= ~~ich agrees ~ith the a~o~~t, or ~he .reccncilec a~ou~t, sho~~ C~ the Service ~uthc=izaticn fo~. No ?a~ents ~il1 be authorized :or the mcn~~ which exceec the amount, c:::- reconciled- amou::-= sho~-:: or,; -:.he Service h~thorizaticn Fo~. The invoice is cue at ~he Contrac~cr O:fice by the 15th working day of each montr.. E. Conditions of Payment 1. Co~tractor shall reirr~urse Vendor only for services or- cered by authorized SF~3C staff. The Ve~dor agrees that reirnburse~e~t for each service furnished under this ag=ee- ment ~ade in accordance with the rates stipulated herein, reoresents Davment in :ull for said service. The Vendor shill not s~ek reinbursement from the Contractor for any service reimbursed in whole or in part by any other payor. W.,e~ever Vendor is not in comFliance ~ith any provision 0: the Agree~ent, Contractor may withhold pay- ment of a~v invoice su~~itted to Countv"by Vendor u~til such ti~e ~s suitable documentation is.subrni~tec to the County. 2. Ve~cor is to orov~ce the ordered services in accordance with the ~irneiines set forth i~ the Service Authorization. h~ere the Vendor does not provide a de:inite date to commence orovidina the ordered services.~ithin five (5) working cays of s~rvice start-up as specified in the Service ~~thorization, the Service Authorization becomes auto~atically void and the Contractor will have no obli- gation to pay for any services provided u~der such void Se~vice ~uthorization. 3. !f Ve~co= cannot p=ovide authorized services to a speci- fic clie~~, or feels ~he a~thorizec services are no~ appropria~e, Vendor shall notify Cont=ac~or sta:f ~i~hin three (3) ~crking cays of receipt of Services A~thc=iza- -cion. - .". ..' t ~ ~ . 4. Vencc= s~a_~ De co~?e~satec on a unl cos~ ~as~s as es- ~ablishet in Exhib~~ "h" (Scope of Se=vices) a~~ac~ed he=e~c a~c ~nco=po=a~ec by this refere~ce, i~to this hr;=ee::'l.e::.~. 5. ~~e Ve~c:= a~=ees ~~a~ =ei~b~rsern:nt.:c= eac~ se=vi~e. :~=~~she~ ~~aer ~~~s hr;ree~e~t maoe :~ accc=ca~ce ~:~~ -3-. ~he rates stipulated herein, represents payment in full for said service. The Vendor shall not seek reimburse- ne~t :~om the Contractor for any service reimbursed in ~hole or in part by any other payor. E. ~o request for payment of funes shall be approved by the Contractor's representative until reports required under this Agreement have been filed by Vendor. c. ~ccountinc Records 1. Vendor agrees to maintain and preserve, until three years after termination of Contractor's Agreement with the State of California, and to permit the State or any of its duly authorized representatives, including the Comp- troller General of the United States, to have access to and to examine and audit any pertinent books, docu- ments, papers, and records of Vendors related to this Agreement. 2. The State, through any authorized representatives, has. the right at all reasonable times to inspect or other- wise evaluate the work performed or being performed here- under. The Vendor shall provide all reasonable facili- ties and assistance for the safety and convenience of the State representatives in the performance of their duties. All inspections and evaluations shall be per- formed in such a manner as will not unduly delay the Vendor's work. SEc':'!m- II!. TERMS OF AGREE~~NT A. Ef::ective Date A. This Agreement shall be effective from the date of execu- tion by the Contractor or approval by the State of Cali- fornia, Department of Aging whichever date is later, . through ;tllO '7"O-\~~k . I Te=r.ination of qreement for Cause B. ~pon breach of this Agreement, Contractor shall have the ri~ht to terminate this Agreement, by giving written notice ~o Vendor of such termination and specifying the effective ca~e thereof, at least five (5) working days before the ef- fective date of such termination. In that event, all finished cr unfinished documents, and other materials prepared by Ve~dor shall become the sole and exclusive property of Con- tractor, the Vendor shall be entitled to receive reasonable cc~?ensation for any satisfactory work completed to date c~ terr.ination, not to exceed the amounts payable to date cf terr.ination reduced by the amo~nt of damages sustained =y Co~tractor by reason of such breach. Not~ithstanding t~e above, Vendor shall not be relieved of liability to Con- tractor for damages sustained by Contractor by virtue of a~y breach of the Agreement by Vendor, and Contractor may -4- ~ithhold any payment to Vendor for the purpose of set-off until such time as the exact amount of damages due Contractor from Vendor is agreed upon or otherwise determined. C. Ter~ination for Convenience Either Contractor or Vendor may terminate this Agreement upon thirty (30) days written notice to the other party. :n that event, all finished or unfinished documents, and other materials prepared by Vendor shall become the sole and exclusive property of Contractor, and Vendor s~all be entitled to receive reasonable compensation for any satisfac- tory.work completed to date of termination, not to exceed the amounts payable to date of termination reduced by the amount of damages sustained by Contractor by reason of breach, if any. Notwithstanding the above, Vendor shall not be re- lieved of liability to Contractor for damages sustained by Contractor by virtue of breach, if any, of the Agreement by Veridor, and Contractor may withhold any reimbursement to Vendor for the purpose of set-off until such time as the exact amount of damages due Contractor from Vendor is agreed upon or otherwise determined. D. Termination for Reduction, Suspension or Termination to County This contract may be terminated with twenty-four (24) hours' notice in the event that the receipt by Contractor of CDh-MSSP funds is reduced, suspended or terminated for any reason. Vendor hereby expressly waives any and all claims against Contractor for damages arising from the termination, suspen- sion, or reduction of the funds provided by CDA-MSSP to Con- tractor under which this Agreement is made, or of the portion thereof delegated by the Agreement. Upon termination, all finished or unfinished documents, and other materials prepared by Vendor shall become the sole and exclusive property of Contractor, and Vendor shall be entitled to receive reasonable compensation for any satis- factory work completed on such documents, or other such ~a- terials to date of termination, not to exceed the amounts payable to date of termination reduced by the amount of dam- ages sustained by Contractor by reason of breach, if any. .Notwithstanding the above, Vendor shall not be relieved of liability to Contractor for damages sustained by Contractor by virtue of breach, if any, of the Agreement by Vendor, and Contractor may withhold any reimbursement to.Vendor for the purpose of set-off until such time as the exact amount of damages due Contractor from Vendor is agreed upon or other- wise determined. SBCTION IV. ADMINISTRATIVE CONDITIONS OF AGREEMENT . r.. Selection of Vendors This Agreement does not guarantee the Vendor that their serv- ices will be requested by authorized Contractor staff. This -5- ~;reement does authorize Contractor staff to purchase services =~om the Vendor when the ,services are needed by a client. ~here will be more than one Vendor, unless only one applies, i~ each of the State MSSP Service Categories. Selection c= the Vendor to provide specific services for a client will ~e based on the following criteria: 1. Lowest unit rate for the specific services needed. 2. Vendor services available where client resides. 3. Ability of Vendor to perform the services at the time(s) requested by Contractor staff. ~. Quality of the services provided by the Vendor to previ- ous Contractor clients. As SHAHC clients are frail and have diminished physical and social capabilities, they are dependent upon staff to arrange for services which they themselves would choose if they were more independ- ent. Thus, the quality of service provided includes not only factors related to the performance of work tasks but also the manner in which the Vendor relates to the SHAHC client. 3. Changes Once the Agreements with all Vendors are signed and approved by ~he State MSSP Administrator, a complete list of all Ven- dors, services, geographic areas served, and unit/rates per service will be compiled and made available for review at the MSSP Office. During the course of the year current Ven- dors may request to amend their existing Agreement. A re- ~~est to amend an existing Agreement must be made in writing to the Contractor. Contractor may from time to time request changes in the scope of services of Vendor to be performed hereunder. Such changes, including any increase or'decrease in the amount of Vendor's compensation, which are mutually agreed upon by and between Contractor and Vendor shall be effective when incorporated in written amendments to the Agreement. No oral understanding o~ agreement, not incorporated herein, shall be binding on the parties hereto. C. Client Confidentiality The Vendor shall protect from unauthorized disclosure names ar.c other identifying information concerning persons receiv- ir.g services pursuant to this agreement, except for statist- ca1 information not identifying any client. The Vendor shall ?~o~ptly transmit to the Contractor all requests for disclo- of such information not emanating from the client. The Ven- cc~ shall not disclose, except as otherwise specifically pe=~itted by this Agreement or authorized by the client, a~: such information to anyone other than the Contractor. -6- . For purposes of this paragraph, idEntity shall include, but not limited to, name, identifying number, symbol, or other identifying particular assigned to the individual, such as :inger or voice print or a photogr~ph. D. Findinqs Confidential Any reports, information, Gata, statistics, forms, procedures, systems, studies and any other communication or form of know- ledge given to or prepared or assembled by Vendor under this hgreement which Contractor requests to be kept as confiden- tial shall not be made available to any individual or organi- zatipn by Vendor without the prior written approval of the Contractor. Contractor shall have the right to examine such records to the extent necessary to assure compliance with this Agreement. E. OWnership, Publication, Reproduction and Use of Material All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, and any other materials or properties produced under this Agreement shall be the sole and exclusive property of Contractor. No such materials or properties produced in whole or in part under this Agree- ment shall be subject to private use, copyright or patent right by Vendor in the United States ?r in any other country without the express written. consent of Contractor. Contrac- tor shall have unrestricted authority to publish, disclose,. distribute and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data,' stat,istics, forms or other materials or properties produced under this Agreement, including research articles and publications based on activities receiving support from the County of San Ber- nardino Office on Aging. F. Evaluation of Performance The County or State, through any authorized representatives, has the right to all reasonable times to inspect or other- wise evaluate the work performed or being performed hereunder. The Vendor shall provide all reasonable facilities and assis- tance for the safety and convenience of the State or County 'representatives in the performance in such a manner as will not unduly delay the Vendor's work. SEC'TION V. !NSURANCE A. Coverage Vendor agrees to maintain such insurance as will fully pro- tect both Vendor' and Contractor from any and all claims under any worker's compensation act or employer's liability laws, and from any and all other claims of whatsoever kind or nature for the dawage to property or for personal injury, including death, wade by anyone whomsoever which may arise from opera- tions carried on under this Agreement, either by Vendor, -7- any subco~~rac~or or by a~yone cirectly or incirectly engaged or employed by ei~her of ~heffi. B. Certificates Vendo= shall sub~it ins~=ance policies or certificate of insurance evide~cing tha~ Vendor and all i~s subcontractors h . -' ." -' ". ~ -h t... ~. 11 ave o~~a~nec .or ~ne per:oa o. ~ e con rac~, .rom a genera y recognizee res?c~sible ~~surer, insurance in the following forms of coverage and i~s~rance amounts specified. 1. A poicy cf wcrker's cc~pensationinsurance covering all employees of Vendor. Vendor shall require said require- ments of subcontra=tc=s. 2. Comprehensive General and Au~omobile Liabili~y Insurance of: a. SlOO,OOO Bodily Injury - per person, b. S500,000 Bodily Injury - per occurrence, c. S50,000 ?roperty Damage or~ in lieu of 1-3, d. S500,000 Corr~ined Single Limit Bodily Injury and Proper~y Damage. 3. Any Vendor providing ?rofessional assistance such as medical services, etc., shall be insured for a minimum of Sl,OOO,OOO per occ~rrence for professional liability. With the exception of worker's compensation, the policies shall name the Cont:-ac,;;or as "Additional Insured." Each policy of insura~ce shall contain the following clauses: "It is ac;reed that these policies shall not be cancelled nor the" coverag~ reduced until thirty (30) days after Con~ractor shall have received written notice of such cancellation or redirec- tion. The notice shall be deemed effective the date delivered ';;0 Contractor, as evidenced by D~oDe=lv valida~e~ return receipt." . . . Veneor ag~ees ~o p=cv~de Contractor's designee at or be:ore the e::ective cate of this contract with a certi- ficate of ins~rance of the policy or policies necessary to sa~is=y a~d to kee? i~surance in effect during the entire te=rr: cf the cc~~rac~. Failure to so insure shall be s=ouncs :0= i~~ec~a~e te=mination 0= suspension. c. Ince~.i::cat:c~ The Ve~cc= ag=ees to :~=e~~i:YI defend anc save har~less the S~a~e, i~s c::ice=s, age~ts and e~ployees, and ~~e -8- Co~tractor, its officers, agents and employees, from any a~c all claims and losses accruing or resulting to any and all contractors, subcontractors, materialmen, laborers, and any other person, firm or corporation furnis~ing or supplying ~ork, services, materials or supplies in con~ection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or cor- poration who may be injured or damaged by the Vendor in the performance of this Agreement. SECTION VI. COMPLIANCE REGULATIONS A. Leaal Status of Vendor It is agreed that Contractor and State is interested only in the results obtained and that Vendor shall perform as an independent Vendor with sole control of the manner and means of performing the services required u~der this Agree- ment.' Vendor shall complete this Agreement according to Vendor's own means and methods of work which shall be in the exclusive charge and control of Vendor a~d which shall not be subject to control or supervision by Contractor or the State except as to verification of compliance with this Agreement and as to the results of the work. Vendor is, for all purposes arising out of this Agreeme~t, an indepen- dent Vendor. B. Vendor's Employees and Eauipment Vendor agrees. that Vendor has secured or wiil secure at Ven- dor's own expense all persons, employees and equipment re- quired to perform the services required under this Agreement. C. Subcontracts In the event any subcontractor is utilized by Vendor for any portion of the program, Vendor retains the prime respon- sibility for carrying out all terms of this Agreement, includ- ing the responsibility for insuring the availability and retention of records of subcontractors. No subcontract util- izing funds from this Agreement shall be entered into which has a term extending beyond the ending date of this Agreement .as set forth in Section III'hereto. Any subcontracts under this Agreement other than standard co~~ercial supplies, office space or printing services shall be approved in writing by the Contractor's representative, shall have ~o force or effect u~til so approved, and shall be subject to t~e provisions of this Agreement. A copy of any executed s~bcontract must be forwarded to Contractor within thrity (30) days before the beginning date of the subcontract. D. hssiqnability The Vendor shall not assign any interest in ~n~s Agreement, and shall not transfer any interest in the same, whether by assignment or novation, without the prior written consent -9- of the Contractor thereto; provided, however,' that claims for money due or to become due to vendor from Contractor under this Agreement r.ay be assigned without such approval. Notice of any such assignment or transfer shall be furnished ?romptly to County. E. Conflict of Interest Vendor covenants that Vendor, its officers or employees or their immediate family, presently has no interest, including, but not limited to, other projects or independent contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with the per- formance of services required to be performed under this Agreeme~t. Vendor further.convenants that in the performance of this Agreement no person having any such interest shall be employed or retained by Vendor under this Agreement. Vendor shall not hire Contractor's employees to perform any portion of the work or services provided for herein including secretarial, clerical and similar incidental services except upon the written approval of Contractor. Performance of services under this Agreement by associates or employees of Vendor shall not relieve Vendor. from any responsibility under this Agreement. F. Federal, State and Local Laws and Requlations Vendor shall comply with all Federal, State and local laws and regulations and requirements, including the Contractor's regulations and directives pertinent to its operation. Ven- dor shall maintain current throughout the life of this Agree- ment, all.permits, licenses, certificates and insurances which are necessary for the provision of contracted services. Vendor shall further comply with all laws applicable to wages and hours of employment, occupational safety, and to fire safety, health and sanitation. G. Fiscal and Performance Audits and Inspection of Records Authorized Federal, State or County representatives shall have the right to monitor, assess, or evaluate Vendor's per- formance pursuant to this Agreement, said monitoring, assess- ments, or evaluations to include but not limited to audits, inspections of premises, reports, and interviews of project staff and participants. At any time during normal business hours and as often as Contractor may deem necessary, Vendor shall make available to County, State andlor Federal officials for examination all 0: its records with respect to all matters covered by this Agree~ent and will permit County, State andl or Federal officials to audit, examine and make excerpts or. transcripts from s~ch records, and to make audits of all invoices, materials, ~ayroI15, records of personnel, informa- tion regarding clients receiving services, and other data relating to all matters covered by this Agreement. Records must document provisicn of services stated in this Agreement. Vendor shall maintain and keep available all such records -10- within the County of San Bernardino for a minimum of four (~) years :rom the ending date of this contract if a County, State or Federal audit has occurred, and five (5) vears from said date if audit has not occurred, and in the ca;e of audit exception by Federal, State or County, until every exception has been satisfactorily cleared. Records for nonexpendable proper~y, which was acquired with Federal funds, shall be retained for three (3) years after its final disposition. Vendor shall submit such reports of its activities and expen- ditures as may be required by the Federal, State cr County governments. H. Affi~mative Action and Fair Employment The Vender will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, physical or mental handicap, or age. The Vendor will take affirmative action to ensure that quali- fied applicants are employed, and that employees are treated during employment without regard to their race, color, reli- gion, sex, national origin, physical or mental handicap, or age. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion or transfer; recruitnent or recruitment advertising; layoff or termination; rates of payor other forms of compensation; and career de- velopment opportunities and selection for training, including apprenticeship. The Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Federal Government or the State, setting forth the provisions of the Equal. Opportunity paragraph and the Rehabilitation Act of 1973. Such notices shall state the Vendor's obligation under the law to take affirmative action to employ and advance in employment quali- fied applicants "dthout discrimination based on their race, color, religion, sex, national origin, physical or mental handicap, or age, and the rights of applicants and employees. The Vendor will, in all solicitations or advertisements for employees placed by or on behalf of the vendor, state that all qualified applicants will receive consideration for em- plo~ent withoUt regard to race, color, religion, sex, na- tional origin, physical or mental handicap, or age. The Vendor will send to each labor union or representative of workers with which he or she has a collective bargaining agreement or other contract or understanding a notice, to be provided by the Federal Government or the State, advising the labor union or worker's representative of the Vendor's co~~itrnents under this paragraph and shall post copies of the notice in c~nspicuous places available to employees and applicants for employment. The Vendor will comply with all provisions of the Rehabilita- tion Act 0: 1973 and of the Federal Executive Order No. 11246 as anended. and of the rules. regulations, and relevant orders of t~e Sec:::etary of Labor. -11- '. The Ve~eo" ~~ll :~r~ish all information and reports required ~y ~ece"al Exe=~~~ve Order No. 11246 as amended and the Reha- bi1i~a~io~ hct 0: 1973, and by the rules, regulations, and o=cers c: ~he Sec=e~ary of Labor, or pursuant there~o, and will pe=,-.~t ac=ess to his ~ooks, "eoords, and accounts by ~he co~~racti~~ agency ane the Secretary of Labor for pur- po.es 0: i~ves~igation to ascertain compliance with such rules, reg~la~ic~s, ane orders. In the eve~~ c: ~he Vendc='s noncompliance with the regui=e- rnents c: this Eq~al O??crt~nity paragraph or ~ith any Federal rules, =egu2a~~c~s, or o=ce=s, which .are referred in ~his paragra?h, th~s Agreemen~ may be canceled, terminated, or s~s~eneed in ~ho1e or in Dart and the vendor rnav be declared ineiigible :c" f~rther :eteral or state contracts in accord- ance wi~h ?ro=ec~res authorized in Federal Executive Order No. 11246 as a::lended anc. such other sanctions may be imposed anc. remedies invoked as provided in Federal Executive Order No. 11246 as amended, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. I. Venc.or Subco~tracts of SlO,OOO or More The provisions of ~his paragraph apply to Vendor subcontracts of $10,000 or ::lore. , The Vendor will ~ot discriminate against any employee or applicant for employment because he or she is a disabled veteran or veteran of the Vietnam era in regard to any posi- tion for ~hich the employee or applicant for employment is qualifiec. ~he Vendor agrees to take affirmative action to employ, ac.vance in employment, and otherwise treat quali- fied disablee veterans and veterans of the Vietnam era with- out discrimination based upon their disability or veterans status in all e::lployment practices such as the following: Employne~t upg=aei~g, de~o~ion or transfer, recruitment, advertising, layoff or termination, rates of payor other. forms of compensation, and selection for training, including apprenticeshi?- The Vendor agrees that all suitable employment openings of the Vendor ~tich exist at the time of the execution of this Agree::lent ane those which occur during the performance of th~s Ae=ee~e~~, i~clucinc ~hose not genera~ec by this Acrree- me~t a;e i~cl~=i~g ~hcse~occurring at an establishment of ~he Veneor other than the one where in the Agreement is being pe=fo~.ed. b~~ excluding those of independently operated oor- porate a=filiates, shall be listed as an appropriate local of:ice 0: ~he sta~e e~?loi~ent service system wherein the opening occ~"s. ~he Veneor further agrees to provide such re~o=~S ~c s~c~ lc=al c::ice reaarding em~lovrtent o~e~in~s .... . . .' ~ . _ ... ':;l anc ~~=es as ~ay ~e =e~~~=ec. Lis~~~= c: e~=:c~~;e~~ c~e~incs wi~h the e~clc~~en~ se=vice ~ ..... .... ~ .. .... . s:ste~ ?~=s~ant to ~~~s ?aragraph shall be mace a~ least cc~c~==e~~lv ~~~~ ~he use c: any other recrui~rnen~ so~=ce 0= ef:c=~ a;c s~all i~volve the normal obligations which -12- attach ~c ~~e ~laci~g of bona fide job oreer, including ~he accepta~ce c: =e:errals 0: veterans and nonveterans. The l;s-~~c c~ c-~'o~~en~ o-o~~~gs c"oes no~ ~eau;~e -he ~~-~-- _ __.~.. _ _.";:"_ 4 ..._ ..... :-,_..._.1 ... _ ... -- \.. J.;__ .....J.~ of a~y ?ar~ic~lar job a?plican~ or from any particular group 0: jcb ap~~~can~s, and ~o~hing herein is intendec to relieve the Vendor fron a~v rec~irene:'lts in Executive Orders or regu- lations regarding ~ondiscrirnination in employment. Wheneve= ~~e Veneer becc~es contractually bound to the listing provisions of ~his oaraera~h, it shall advise the em~lo,~ent service sys~e~ i~ each s~a~e ~he=e it has establishm~nts of the ~a~e a~= locatio~ c: each hiring location in ~he s~ate. As l~:'lg as the Vendor is contractually bound to these provi- sions a~c has so advisee ~he state system, there is no need to advise ~he state syste~ of subsequent contrac~s. The Vendor may advise the sta~e sys~e~ when it is no longer bound by this contract clause. This paragraph does not apply to the listing of emp1oyme:'lt openings which occur and are filled outside the 50 states, the District of Columbia, Puerto Rico, Guam, and the Virgin Islands. The provisio~s of this ?aragraph do not apply to openings which the Vendor oroposes to fill from within his oW:'l organi- zation or to fill.pu~suar.t to a customary and traditional employer-union hiring arrangement. This exclusion does not apply to a particular opening once an employer decides to consider applicants outside of his own organization or ern?loyer~ union a==a~ge~ent for that opening. As used in this ?aragraph: "All sl:.ita:-le ernployr.;e::.t openings" includes, but is nct limited to, openings which occur in the fol- lowing jc:- categories: Production and nonproduction: plant a~c office; la~crers and mechanic~; supervisory and nonsupervisory; ~echnical and executive, adrr~n- istrative, a~c professional openings that are com- pensated cn a salary basis of less than $25,000 per year. This tern includes full-time employment, temporary employment of more than three days' dura- tion. and part-time ernolovrnent. It does not inolude oDe~incs which the Ven6o~~oroooses to fill trom ~ith~~-~is o~~ o=ga~iza~ion 0= to fill pursuant to a c~s~c~a~ and ~=a=itional employe=-union hiring arrance~ent nor openincs in an educational institu- tic~ w~ic~ are rest=ic~ed to students of that insti- tu~ic~. Under the mos~ cc~pelling circumstances, an e~p:C'7.,e~~ ooenine ~av nct be suita:-le fer list- inc, lnc:udi~c such situ~ticns where the needs of ~h; :e=e=al Gove=n~e~~ ca~not reasonably be o~he~.i5e s~==::ec, ~he=e lis~i~c woule be contra=y to na~io~al <:e;":._':-.. c.... .--;..c."'e -......c:...-e~'..;.,..emen+ of i~s<l-.;nc wc~'ld _.........___.., _"".1_- _...__........__ - --...--.... .. o~~e~~~~e ~c~ be fc= ~~e ~est interest of ~he Federal Gc."Te=:,.::'":e:: ":.. -13- ~ ~--_.+---.-.__.- -~---~ "App::-opriate office of the state employment service sys~e~" means the local office of the federal/state national system of public employment offices with assi~ned responsibility for serving the area where the e~ployrnent opening is to be filled, including the District of Columbia, Guam, Puerto Rico, and the Virgin Islands. "Oper..ings Io:hich the Vendor proposes to fill from wi thin his o",.n organization" means employment open- ings for which no consideration will be given to persons outside the Vendor's organization (including any affiliates, subsidiaries, and the parent com- panies) and includes any openings which the Vendor proposes to fill from regularly established "recall" lists. "Openings which the Vendor proposes to fill pursuant to a customary and traditional employer-union hiring arrangement" means employment openings which the Vendor proposes to fill from union halls, which is part of the customary and traditional hiring relationship which exists between the Vendor and representatives of his. employees. The Vendor agrees to comply with the rules, regula- tions, and relevant orders of the Federal Secretary of Labor issued pursuant to the Act. In the event of the Vendor's noncompliance with the requirements of this paragraph, actions for noncompliance may be taken in accordance with the rules, reaulations, and relevant orders of the Fed- eral Secr~tary of Labor issued pursuant to the Act. The Vendor agrees to post in conspicuous places available to employees and applicants for employment notices in a form to'pe.prescribed by the Director of the Office of Federal Contract Compliance Programs, provided by or through the Contracting Officers or State. Such notices shall state the Vendor's obliaation under the law to take affirmative action to e;'ploy and advance in employment qualified dis- abled veterans and veterans of the Vietman era for e~ployment, and the rights of applicants and employees. The Vendor will notify each labor union or represen- tative of workers with which it has a collective bargaining agreement or other contract understanding that the vendor is bound by terms of the Vietnam Era Veteran's Readjustment Assistance Act and is co..~itted to take affirmative action to employ and advance in e~ployment qualified disabled veterans and vete::-ans of the Vietnam era. -14- SECT!O!~ VII. NOTICE ~:.y notice or notices required or permitted to be given pursuant ~o this Agreement may be personally se~ved on the other party ~y the Party giving such notice, or may be served by certified ~ail; return receipt requested, to the following addresses: COl\TRACTOR: VENDOR: Office on Aging Senio: Horne and Health Care 686 East nill Street San Be=nardino, CA 92415-0640 City of San Bernardino Senior Companion Program 600 West 5th Street San Bernardino, CA 92410 SECTION VIII. ATTORNEY'S FEES AND COSTS In a legal action to enforce any of the terms and conditions of this Agreement in which the Contractor prevails, the Vendor promises to pay, in addition to other amounts found due, such reasonable costs and attorney's fees that the Contractor incurs. SECTION VIX. INTEGRATED DOCUME~T This Agreement and attachments hereto embody the total Agreement between the Contractor and Vendor for the provision of Services. No verbal agreements or conversation wit~ any officer, agent, or employee of the Contractor concerning the terms or conditions of this Agreement shall affect or modify any of the terms or obligations contained in any document comprising this Agreement. ~:.y such verbal agreement shall be considered as unofficial in- forrr.ation, and in no way binding upon the Contractor. -15- EXHIBIT "A" - SCOPE OF SERVICES AGREEMENT FOR ,PURCHASE OF SERVICES OFF!CE ON AGING, SENIOR HOME AND HEALTH CARE AGENCY . City of San Bernardino PHONE (714) 383-5037 HAILING ADDRESS 300 North "D" Street, San Bernardino 92408 CONTACT PERSON Anne Rhodes SERVICE SITE ifl Senior Companion Program PHONE 383 5100 ADDRESS 600 West 5 St. CONTACT PERSON Alfreda DeJan BOURS OF OPERATION 8:00 AM - 5:00 PM SITE ~2 PHONE ADDRESS Vendor shall perform the following services as defined by the Contractor in Exhibit "B" of this Agreement for clients of the Senior Home and Health Care. It is understood that the imple- mentation of services is dependent upon care plans developed by Senior Borne and Health Care staff for Senior Home and Health Care clients, and 'ordered from Contractor. The Contractor is under no obligation to make any referrals for the purpose of services during the lifetime of this Agreement. Vendor shall be reimbursed on a unit cost basis as established here, only for services authorized by Contractor and satisfac- torily delivered by Vendor. SERVICE . SERVICE NUMBER COST PER UNIT UNIT TYPE Social Reassurance 008.3 3.92 per hour *Unit cost mileaqe will be computed at .22t cer mile for those companions who must use the SCP van for transportation. J..?TACP. ".DDITIOl;".L INFORMATION DATE 4/2/86 -16- EXHIBIT "Bo - DEFINITION OF SERVICES AGREEMENT FOR PURCHASE OF SERVICES OFFICE ON AGING, SENIOR HO~~ AND HEALTH CARE Se=,'ice Definition: (To be completed for each service, each contractor) " *Senior companion will'be assigned to the Office on Aging Senior Home and Health Care Program "(SHAHC), SHAHC will assign Senior Companions to specific clients and will provide supervision. Each companion will receive an assignment of 20 hours per week.. 8.0 PROTECTIVE SERVICES To prevent or remedy abuse, neglect or exploitation of frail elderly individuals. Eligible clients are those who are isolated and homebourld due to health conditions or who suffer from depression and other psychological prob- lems, or individuals who have been harmed, or threatened with harm (physical or mental) by other persons or by their own actions. Protective services will be provided in the beneficiary's place of residence, provider office or other location that is accessible to the beneficiary. 8.3 SOCIAL AND REASSURANCE SERVICES Periodic telephone contact, friendly visiting or other social and reassurance services to verify that the individual is not in medical, psychological or social crisis or to offset isolation. Such services will be provided based on beneficiary need, as designated in the plan of. care. -17- , . IN V:ITNESS TEEREOF Contract.or an': Vendor have executed this Agreement as of. the date first'~ritten above. VENDOR By ,J, '/'1-' '(1),(J~ Ilw (:,',. " . . J Title "i i lr-v;// J/ :1 ,(-0 Date CONTRhCTOR ~~#~ ~'dn , !/iu ern ~~ . .;,. ector / -Y -tj-tt Date 1--.--........ .'. . . -.. i /j/..;' ~ ;,// /? , I.{/~Jrr/%'~ I j ['-,,-': I _._._--..~ -- - - "-.,---- . -18- , Office on Aging (OoA) Senior Home and Health Care (SHA~C) SERVICE VENDOR APPLICATION A. Contracto~ Identification 1. Vendor Name: City of San Bernardino Address: 300 :1. "0" St. San Bernardino, CA 92418 Telephone No: 383-5030 2. Legally Authorized Signature: Title: Director of Parks, Recreation & Community Services 3. Name of Contact Person: Alfreda DeJan Title: Director, Senior Companion Program Telephone: 383-5100 4. Type of Provider: Incorporated, non-profit, tax exempt Government agency X Unincorporated group Individual Pl.ofit Agency Other (specify) iL Service Rates ./. 1. OoA-SHAHC~1SSW plans to contract for the services listed "in the Request for Proposal Packet. List each service that you are interested in the contracting to provide to SHARe clients and the rate of reimbursement per unit of service. . Name & number of service offered Senior Companions Contractor's proposed unit rate $3.92 per hour *Unit cost mili'aQi' will hi' rnmp"t"rl .t. 22~ ne~ <;lle fs~ '''sse es " h .). r .. ,..II FAt'3R; ons W 0 must use the SCP van for transportation. 2.. Are the proposed unit rates higher than that you charge to other aaencies or individuals? ::0 - If yes, provide a thorough explanation. ,c, 3. Complete the Unit Cost Information Sheet attached to the Request for Proposal. C. Service Delivery 2. List the days and hours of service availability. A maximum o~ 20 hrs per week per each Senior Companion. Monday through Frlday. Weekend availability dependent upon Senior Companion availability. List any other services you can offer to SHAHC clients without charge to the SHAHC program. Indicate the source of funding or support for the service, e.g. Medi-Cal, volunteers, donations, etc., and the approximate unit cost or value of the service. 1. Service Offered Source of Support Cost or Value" Full range of social and recreation service~ at tho ~onin~ riti70n Center, 600 W. 5th Street, San Bernardino. California 3.- Are there any restrictions or limitations on the availa- bility of your services to SHAHC clients such as eligibil- ity criteria, service area, minimum or maximum number of units? YES If yes, please describe. Clients must be 60 vrS. of age-or oldpr, aroa l;m;to~ tQ metropolitan San Bernardino. .-/- O. Provider organization 1. Attach organizational chart. 2. What type of business or professional licenses are held by your organization? Type N/A License Number 3. List the number and position titles of all staff, paid and YQ1~~~eer, to be involved in providing services to SHAHC clients. List relevant professional certificates, Page 2 of 5 li"censes, degrees, etc., (Le. :;",l.se Practitioner, ':-1. D., MSW, etc.). Attach copies of any certificates required for provision of services. Anne Rhodes, MSW, Superintendent of Community Services Alfreda DeJan, Director, Senior Companion Program 5 Senior Companions 4. List the number and position titles of all staff, paid and volunteer, to be involved in the administrative and fiscal tasks related to the provision of services to SHAHC clients. List relevant professional degrees and certificates, e.g. MBA, CPA, MPH. Anne Rhodes, MSW, Superintendent of Community Services Alfreda DeJan, Director, Senior Companion Program tlartin Romeo, Senior Accountant 5. Describe the organization's general fiscal methods and procedures (e.g. "double entry bookkeeping by CPA two hours per day 'or' computerized accounting system with four full-time fiscal staff.") City of San Bernardino's Finance Department has full-time fiscal staff. ./. 6. For each type of insurance your organization maintains, list the carrier name, carrier number, policy number, and coverage limits. Type Carrier Name Carrier t Policy 11 Coverage The City of San Bernardino is self-insured. The Senior Companions are covered under the Program's CIMA policy for personal liability, accidents, actual and excess auto liability. 7. Levels of service to SHAHC clients may vary unpredictably. Services will be ordered and reimbursed on a unit cost Page 3 of 5 basis, with payment received by the contractor in the middle of the month following service provision. Based on this arrangement: a. How will you insure that you will be able to provice services on this fluctuating basis? Describe for each service offered. Include any current procedure used to respond the fluctuating requests for service. The provision of services will be decided bv the sitp whirh wi 11 be Sr:,::-iC. b. Describe any fiscal or cash flow of problems you anticipate as a result of this reimbursement procedure. NONE E. Experience 1. Surr~arize your organization's experience in the provision of this service to the frail elderly. The City of San Bernardino has operatpd a ~pninr rnmp~n;nn PrQ3r.~ since 1976 providing services to the frail elderly, -"/: 2. Please list: Previous or Present Service Funding and Sources Amount of Funding Type and Ii of Services Offeree. NjA page 4 of 5 ":l ~ . Li~t" t\..'Q or more organizations/individual', which have used your service and can comment on your: organization' 5 experience and quality of service provision. San Bernardino County Department of Public Social Services San Bernardino County Department of Public Health Visiting Nurses Association of the Inland Empire National In-~ore Health F. Other (Optional) 1. Briefly describe any other factors, unique to your pro- gram, that demonstrate that your service is particularly appropriate for SHAHe clients. -./'- Page 5 of 5 -~.-85/sYI '. lo_TT';CRr'~:::NT 1 ... ( HOURLY RATE SHEET ColuI:m Costs per Hour Avera e Hourlv Worker Base Salar ? ? 1- 2. Estimated Av Cost 3. Social Securit (PICA) 4. Worker's ComDensation 5. GrOUD Medical/GrouD Life Insurance 6. OTHER TAXES RE UIRED BY LAW Federal UnemDlo "ent Tax Act State Une~Dlovment Insurance . fleals (.25), Ins. (Identif ) R ... o ( .\ Other 7. Program Adninistration .7R 8. ?roqram Profit o ~ . TOTAL HOU~LY RATE $ 3.92 *Unit cost mileage will be computed at .22~ per mile for those clients who must use this CP van for transportation. , .