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HomeMy WebLinkAboutReso 116-1984 RESOLUTION NO. 116-84 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING APPROVAL AND EXECUTION OF AN AREA AGENCY ON AGING AGREEMENT (SENIOR SERVICES) AS AMENDED BETWEEN THE COUNTY OF SAN MATEO AND THE CITY OF SOUTH SAN FRANCISCO BE IT RESOLVED by the City Council of the City of South San Francisco that: 1. Approval of Agreement. The Agreement entitled "Area Agency on Aging Agreement" as amended, between the County of San Mateo and the City of South San Francisco is hereby approved, and a copy of said Agreement with Amendments is attached hereto as Exhibits "1," "2" and "3." 2. Execution of Agreement. The City Manager is hereby authorized to execute said Agreement on behalf of the City, and the City Clerk attest his signature thereto. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at aregular meeting held on the 8th day of August , 1984, by the following vote' AYES' NOES' Councilmembers Mark N. Addiego, Emanuele N. Damonte, Richard A. Haffey, Gus Nicolopulos; and Roberta Cerri Teglia None ABSENT' None ATTEST: ~1 erk~~ .. EXHIBIT,.?;.. · -:: TO. EsohUTION 'NO.. 1'16 4 ~-~ .... AREA AGENCY O'N AGING AGREEMENT THIS AGREEMENT, made and entered into thi~ day of . 19 , by .and between the Area Agency on Aging of the- County of San Mateo, (her-~after, "AREA AGENCY") and city of 'South san.Francisco (hereinafter, "CONTRACTOR"). W I T N E S S'E TH 'WHEREAS, the Board of Supervisors of the County of San Mateo, California, has designated itself the AREA AGENCY and has undertaken the. administration of a program 'to' foster the development of comprehensive and coordinated service. systems to Serve older.persons pursuant to the Older Americans Act of 1964, as amended, Pub. L. 89-73; 42 U.S.Co Section 3001 et sec[., and all amendments, rules and regulations pertaining thereto (hereim~fter, collectively referred to as the "Act") ;' ' WHEREAS, it. is necessary a~d desirabl.e that AREA AG.ENC¥ contract pur.- sdant' to said Act for 'the purpose of procuring the project known as Nutri_tion, Social S:e~-v~ce.~ _ .. (hereinafter-'" the "Pro~-ect'! ); NOW, THEREFORE, IT IS AGREED BETIdE~N AREA AGENCY and .EONTRACTQi~ follows: , -, '. Section ]. Services:. CONTRACTOR convenants to and. shall perfor~m this Project in accordance with the "Description of Services" set forth in Exhibit A, which-is attached hereto and. by this reference incorporated herein as if fully set forth, and which is part of Contractor's-Project/~pplication,. which is on file with AREA AGENCY, and which, by this reference, is also incorporated herein as if fully set forth. Contractor agrees that the-units of service provided for in EXhibit A is' subject to modification only written authorization of the Director of AREA AGENCY. Section 2. Effective Period and Right of Temination: Th~$ AGREEMENT .- iseffective for .the period from .j v 1. 198~ through J~e 30, 1985 Upon thirty {30)-days"written not, ce to the other partY, either party may teminate this AGREEMENT. Upon giving or receiving such notice,. CONTRACTOR shall "immediately remit to AREA AGENCY all unexpended funds previously re- ceived hereunder. section 3. Termination Up. on .Failure of Contractor to Perform:. Should CONTRACTOR .fail to perform any covenant contained herein, AREA AGE~)C¥ may immediately terminate this AGREEMENT. Termination shall be effective, upon. the mailing'return receipt requested, of notice thereof. Thereafter,: AREA AGENCY may complete the Project in any manner it deems proper-. In theevent Of such termination, the cost of completion of the Project shall-be deducted from any monies not yet paid CONTRACTOR,. and CONTRACTOR shall immediately remit to AREA AGENCY all unexpended funds previousl, y received hereunder. _ · Section 4. compliance' · ' a. .CONTRACTOR shall not commence work under this AGREEMENT ~nti] a signed statement of CONTRACTOR'S assurance of compliance with' subsectiomzs and e below, is on file with AREA AGENCY. - b. CONTRACT.OR warrants that upon execution of this AGREEMENI, it will be fully informed of the Act and all other relevant Federal, State, and local statutes, rules and regulations. AREA AGENCY shall provide £ONTRACTOR~ with all relevant regulations,' directives, and amendments ~affecting AGREEMENT. c. CONTRACTOR shall comply with the provision of Title VII'~¢ ' Civil Rights Act of ]964' (42 U.S.C. SeCtion 200,.as amended by the Opportunity Act of 1972, Public Law No. 92-261) in that it will not discrimi- nate against any individual with respect to his or her compensation, conditions, or privileges of employment; or discriminate in any ,.;ay which would deprive, or tend to deprive any individual of employment opportu~)i~.ties, or otherwise adversely affect his or her status as an employee, because of such 'individual's age, race, color, religion, sex, or national origin. ' d' CONTRACTOR shall comply with Department of Health and Human Services regulation under Title VI of the Civil Rights Act of 1964 guaranteeing, that no person in the United States shall, on the ground of age, race, color, religion or national origin, be excluded fP.om participation in, be denied the benefits ~of, or be othemise subjected to d'~scrimination under, this project. e. CONTRACTOR shall, comply with' DePartment of Health and Human Services )~egulations' under Section 504 of the Rehabilitation Act of 1973, as amended,-which provides that..."No otherwise qualified handicapped individual in the United States...shall, solely by reason of his handicap, be excluded from the participation in,-be denied the benefits: of, or be subjected to dis- crimination'under any program or activity receiving Federal financial assistance". - . f. Except as' otherwise expressly provided for.herein, CONTRACTOR shall not use AGREEMENT funds to .pay the salary or expenses of any individual who is engaged in activities designed to influence legislation or-appropriation! · pending before Congress, Section 5. Availability. of FUnds; Righ,t to and Metho, d__of Payments~. · a. 'Payment for all services provided. hereunder is contingent upon the continued availability of funds as determined, by.the State ot= California Deparbnent of Aging. in its. state plan approved by the Federa! Administration on~ Aging. In the event that such funds are reduced or are not received for. any reason whatsoever, this AGREEMENT shall be amended and modified o~ termfnated accordingly and thereafter this AGREEMENT shall continue in effect~ it~ at'all, to the extent only that such funds.are available. b. In consideration ~of performance of this Project in a manner considered satisfactory to AREA AGENCY, AREA AGENCY shall pay to CONTRACTOR a total 'amount not to exceed $ 66,649 . . CONTRACTOR understands that said $ 66~649 iS ultimately derived' from federal funds and covenants to' spend said money only in a¢~brdance wi'th 'the. terms .of the Ac'l~ and~ ... --' '~ ~-" · pursuant to CONTRACTOR'S approved budget, which is attached hereto as Exhibit~ B and by this reference incorporated herein as if fully set fo'rth.. ' c Payments to CONTRACTOR under this AGREEMENT shall be made based upon invoices submitted by CONTRACTOR, Unless specified otherwise ia Exhibit B. Upon request by CONTRACTOR, AREA AGENCY.will pay CONTRACTOR on an. adVance basis for services hereunder pursuant to AREA AGENCY policies. In the event that. invoices submitted by CONTRACTOR are inconsistent with Exhibit or if other irregularities exist, AREA AGENCY may withhold all or part of t~)e funds under this. AGREEMENT until all inconsistencies and irregularities, are . resolved to AREA AGENCY'S satisfaction. · .. d. i NO alteration, variation or deviation from any budget item described in Exhibit B shall be valid unless made in writing, and.approved by the Director of AREA AGENCY- - e. ~itle to all property purchased by CONTRACTOR with i~unds pro- vided hereunder is in and shall remain with AREA AGENCY. Such property shall be returned to AREA AGENCY upon termination of this AGREEMEitT. Section 6. Subcpntractors and Consultant Agreements' All subcontract and consultant agreements in connection with this AGREEMENT must have prior approval of AREA AGENCY. Subcontractors and consultants approved by AREA AGENCY shall be subject to the terms and conditions of this AGREEMENT and CONTRACTOR shall be liable for, and agrees to indemnify and hold harmle, s$ A~EA AGENCY from. their acts and/or omissions. -2- Section 7. Reporting and Record Keeping' a. CONTRACTOR"shall comply with' all program and fiscal reporting requirements set forth by AREA AGENCY, including, but not limited to, all such .requirements contained in the Contractor's Operations Manual, which is in-- corporated herein by this reference as if fully set forth. CONTRACTOR shall account for and maintain all funds received under this AGREEMENT in accordance with-requirements set forth by AREA AGENCY.. Such requirements shall be pro- vided to CONTRACTOR in writing. .b. CONTRAcTOR.at all times shall maintain in an .aud~ tabl e form'and .Condition satisfactory to AREA AGENCY a cpmplete set of records of i'ts activities' and expenditures hereunder. CONTRACTOR'Shall retain Said records for a minimum of three years from the date of termination of this AGREEMENT. In the event of audit exception, such records shall be retained' longer than three years, if necessary, until every exception~is resolved to the-satiS- faction of the audi.tot and AREA AGENCY~ ..... -~ 'Section 8. Right to Monitor and AUdit.. . . : a. AuthOrized Federal, State, County and AREA AGENCY representa- tives shall, have.the ri.ght.to evaluate CONTRACTOR'S .performance.of this. AGREE- MENT at any and all reasonable times deemed to be necessary or desirable by AREA AGENCY. Said evaluations may include bUt ~are not limited to audits,~ inspections~of p~emises and interviews of project staff and participants ~b. All of CONTRACTOR'S records pertaining to this AGREEMENT shall be available for inspection and audit, by AREA AGENCY, County,. State and Fed- eral government agencies and. their authorized representatives, during normal business hours, c. CONTRACTOR shall arrange for an independent audit' in accordance with requirements set forth by AREA.AGENCY,- Such requirements shall be pro- vided to CONTRACTOR in writing. ' ..'~-~!~ii?se~'tion 9. Re§PonsibilitY for Audit Exceptions-' a. Definitions: For the purposes of this AGREEMENT, "audit 'exception" includes, but is'not limi~ced to, a determination by AREA'AGENCY- or' by County., State or Federal agencies that monies provided hereunder have been improperly Spent, used, allocated, recorded, ledgered, or accounted for, or that CONTRACTOR.has otherwise not complied with terms of the Act.or. of this AGREEMENT.' . ' . b. CONTRACTOR shall fully reply to, comply with, and take requested .corrective action as to any audit exception determined pursuant to this AGREE- MENT. CONTRACTOR understands that any failure by CONTRACTOR to .fully perform. all 'terms and conditions herein, or to comply with applicable spending, budget, accounting, bookkeeping and record keeping requirements may result in AREA AGENCY liability-for all affected funds. CONTRACTOR, therefore, agrees to indemnify, save harmless and pay AREA AGENCY the full amount of liability re- sulting from any such audit exception. Section 10, Hold Harmless and Indemnification: CONTRACTOR shall in- demnify and save harmless AREA AGENCY, the County, its officers, agents., employees and servants from all claims, suits or actions of every name, kind and description, brought for, or on account of, injuries to or death of any person or damage to. property resulting from the performance of any work per- formed hereunder by CONTRACTOR, its officers, agents, employees and/or ser- vants. ' The duty of CONTRACTOR to indemnify and save harmless, 'as set forth herein shall include the duty to defend as set forth in Section 27/8 of the California Civil Code; provided, however,~ that nothing herein shall be con- strued to require CONTRACTOR to indemnify the County, its officers, agents, employees and:.'.-~ servants against any responsibility or liability ~ co~)tKa- venti'on of Section 2782 of the California Civil Code. -3- Section ll. _Insurance: CONTRACTOR shall not commence work hereunder until all insurance required under this section has been obtained'and such insurance has been approved by the Director-of AREA AGENCY. CONTRACTOR shall furnish AREA AGENCY with Centificates of Insurance evidencing the required coverage and there shall be a specific contractual liability ~ndorse merit extending CONTRACTOR'S coverage to include the contractual liability assumed by CONTRACTOR pursuant to this AGREEMENT. These Certificates shall specify:or be endorsed to provide'that thirty {30} days' notice must be given in writing, to AREA AGENCY of any~ pending change in the limits of liability or of any cancellation.or-modification of the policy. · CONTRACTOR shall'be required to obtain the following insurance:- ' ' . a. Workers Compens~ation' and Employer Liability Insurance- CONI~CTOR shall have in effect during the entire life of this AGREEMENT, WOrkers- Compensation. and Employer Liability Insurance. providing full.-statutory' coverage. In signing this AGREEMENT, CONTRACTOR makes the following certifi- cation, required~by Section 1861 of the California Labor Code: ., - I am aware of the provision of S~ction 3700 of the California. Labor Code Which require every'emPloyer.to be insured against liability_ for .. 'Workers Compensation or to undertake self-insurance in accordance, witl~ the provisions-of the Code, and I will comply with such pro¥isions,~before corn- . mencing this· performance of the work of this AGREEMENT,. b. Liability Insurance~ CONTRACTOR shall take Out and maintain.· during the life of this AGREEMENT· such Bodily Injury Liability and'Property Damage Liability Insurance as ·shall protect it while performing work-co,me-red ) by this .AGREEMENT from any and all claims for damages for bodily injury' including accidental death, as well as .any and all claims for property: damage': which may arise from CONTRACTOR's operations hereunder, whether such. opera- tions be by itself or by any subcontractor or by anyone directly Or' ~indi~eCtly'employed by either of. them, and the amounts of such insurance· shall be one million dollars {$1,000,000) combined single limit bodily .~ injury.and proper.ty damage for each occurrence. County.and its officers., -. agents'employees and servants shall be named as additional insureds of' any such policies of insurance, which shall also contain a provision that th.e .'insurance afforded ~hereby to .the County, its officers, agents, employees and-servants shall be primary insurance to the full limi. ts of. liability.of the.policy, and that if the County or its officers and employees have other insurance against a loss covered by such policy, such other insurance shall be excess 'insurance Only. If CONTRACTOR has vehicle exposUre, n~ less than one million. dollars ($1,000,000) cOmprehensive and' auto liabil, ity: insurance must be'obtained at CONTRACTOR cost with the County named as ~n additional insured'on th'e policy. In the event of the breach of any provisi6n of thi~ section, or in the · event-'any notice is received which indicates any required insurance' coverage will be diminished or cancelled, AREA AGENCY at its option may, notwith- standing any other provision of this AGREEMENT to the contrary, immediately declare a material breach of this AGREEMENT' and suspend all further work pursuant to this AGREEMENT. Section 12. F,idelity Bond: Prior to reCeiving any monies hereunder, CONTRACTOR shall submit a verified statement to AREA AGENCY that all cials, employees and agents handling or having access to ~unds receive~ or disbursed by CONTRACTOR pursuant to this AGREEMENT or ~ho are authorized to sign or countersign Checks, are covered by either an individual or a .blanket fidelity bond in an amount of no less than 100 percent of the amount of .fUnds Provided hereunder. AREA AGENCY shall be named payee on said b~nd, If the bond is cancelled or reduced, CONTRACTOR shall notify AREA AGENCY immediately and AREA AGENCY may withhold payment to CONTRACTOR until, it is assured that the proper coverage has been obtained. -4- · - 'SeCtion 13. Independent Contractor~ CONTRACTOR; its agents and employees, Shall be independent contractors in perfomance of this AGREE- MENT And not officers, ~mployees or agents of AREA AGENCY, or of the County of San Mateo. .. " .o Section 14. Licensing and Accreditation' %,~bere necessary for its operation,.CONTRACTOR shall maintain the appropriate license, or accredita- .tion thr~oughout the life of this AGREFJ,1ENT. Seclfion 15. Assignability' WithOut the written consent' bi= AR'EA 'AGENCY, this AGREEMENT is not assignable by CONTBACTOR e~ther ~n whole or tn part. 'In the event of any subcontract hereunder, CONTRACTOR ~ema~ns primarily .liable for performance of thi.s AGREEMENT. - · .. Section 16~] ' Ent~re'Contr'act' This AGREEMENT is the ~nt~re cont~ac' between the parties,-and no modification or amendment: there, of: shall be vali~ Unless made in writing and S~gned by'the parties heretoZ 'No oral under- 'st~mding or. agreement not set forth herein sh~ll be b~nd~n~ on a~3~ o~ t~e parties hereto..: :...._ . . - ....... .:.... -- -:" ' ;'.'Section 17.: -' Li~i ration Of .Authority:' CONTRACTOR. sh~l T have~ no-- authority to contract-for or.'on behalf of, or to incur obligations on behal of AREA. AGENCY or '.the. Count$..of San Mateo.. . ':. :. -....__ · . , .. · '"..':':...~ section.i-18; T{me: -'Time'is of the essence'o~ this'=.'AGREEMF~NT~. '.' . . · IN WITNESS WHEREOF, the patti, es hereto by their duly authorfzed representatives, have caused this AGREEMENT to be executed, on- the day a~d · year. . fi rs t above written. '. - ' Attest: · - - · . · · ~lerk of said Board ' . · City C1 erk City of South San Francisco · . , . , COUNTY OF SAN MATEO · ..f..-.. -~.. ~:.'? Chairman, Board of supervisors '--5- .Department of Community Services 'Area Agency on Aging COUNTY OF SAN .1VIATEO 617 Hamilton St. * Redwood City California 94063 BOA. RD OF SUPERVISORS ANNA G. ESHOO ARLEN GREGORIO WILLIAM J. SCHUMACHER K. JACQUEMNE SPEIER JOHN M. WARD KEI.TH SHI RASAWA DIRECTOR (415) 363-4511 · . Amendment to Contract for Senior-Services for the period July 1, 1984 to June 30, 1985 between the. County of San Mateo and the City of South San Francisco. · It is hereby acknowledged by both participants in the contract that the following paragraph is eliminated as a condition of the contract: "Section ll.b Liability Insurance: CONTRACTOR shall take out and maintain during the life of this AGREEMENT such Bodily Injury Liability and Property Damage Liability Insurance as shall protect it while performing work covered by this AGREEMENT .... If CONTRACTOR has vehicle exposure, no less than one million dollars (.$1,000,000) comprehensive ar~ auto liability insurance must be obtained at CONTRACTOR cost with the County named as an additional insured on the policy..." This condition is contingent upon the fact that. the City of South San Francisco is self-insured. Signe ~ Director City Manager VA/m 8/7/84 EXHIBIT 3 -. AMENDMENT.TO AREA AGENCY OF AGING AGREEMENT {SENIOR SERVICES) FOR THE PERIOD JULY 1, 1984 TO JUNE 30, 1985 BETWEEN THE COUNI'Y OF SAN MATEO AND T. HE CITY .OF SOUTH SAN FRANCICO It is hereby acknowledged by both participants 'in the contract that Section 10 of said Agreement 'is a~'ended to read'as follows: .. ' ' .i:'."' "/~'~;?' '~ '~' "Section 10, Responsib.i.!ity of the_ R_arties: · ' ~."i".' .'.'.' .... Non-Res_ponsibi 1 ity of County. " . ; '~,, ' "..' 7':.: ':. -I~?i$ understood and.~agreed that neither County nor any office~,-agent~ emplOYee, thereof, shall :beLresponsible for any damage or liability incurred .by reason of anything done or omitted to be done by any officer, agent, or employee of Contractor in connection with performance of this Agreement. · Non-Resp. onsibi 1 ~ty of Contractor It is understood and agreed that neither Contractor nor any officer,.~gent or employee thereof shall be responsible for any damage or liability incurred .by reason of anything done or omitted to be done by County and its officers, agents .and.employees, in connection with performance of this Agreement~ Co,current Neg.1 igence ' .. In the event of concurrent negligence of Contractor, its officers and/or employees, and County, its officers and/or employees then the liability for any and all claims for injuries or damages to persons and/or property which arise out of the terms and conditions of this Agreement, shall be apportioned under the California, .theory of comParative negligence as established' presently; or as may' ~ ~ ' ':1~ ~ :, . . be hereafter mod'~f~ed'" ' COUNTY OF SAN MATEO Chairman, Board of SuPervisors CONTRACTOR ATTEST- Signature 'Clerk of said Board