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HomeMy WebLinkAboutReso 96-1985 RESOLUTION NO. 96-85 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING APPROVAL AND EXECUTION AREA AGENCY ON AGING AGREEMENT 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" between the County of San Mateo and the City of South San Francisco, is hereby approved, and a copy of said Agreement is attached hereto as Exhibit "1." 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 a regular meeting held on the 22nd day of May , 1985, by the following vote: AYES: NOES: ABSENT: Councilmembers Mark N. Addiego, Emanuele N. Damonte, Richard A. Haffey, Gus Nicolopulos; and Roberta Cerri Teglia None None i~dlS AGREEMENT, made and entered into this jo day of 19 ~ , by, and bebveen the Area Agency on Aging oF~-~-~ County of San MateD,' (hereinafter, "AREA AGENCY") and the City of South San Francisco (hereinafter "CONTRRCTO£"). W I TN E S S.E T H ~IIEREAS, the Board of Supervisors of the County of San MateD, Californi 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.C. Section 3001 et secL., and all amendments, rules ampi regulations pertaining thereto (hereinafter, collectively referred to as t~ "Act"); ~E~'~, it is necessary and desirable that AREA AGENCY contract pur~--~ s:ant'~sa~d Act for-~e purpose of procuring ~e project known as Nutrit~, Social Services (hereinafter, ~e "Pro~'~' ~;~,.~EREFORE,.~-!T IS-AGREED BE~EEN AR~ AGENCY and CONT~CTOR as .:..:~io, 1. Services:- CoNTA~}OR :onvenants to and ~h;)l Project:.~accordance wi~:.~e "Description of Service" set fora-in ~. Exhibtt~R~;~ isattach~ hereto and by ~is reference incorporated herein) as if fell~--Set for~, and Which is part of Contractor's Project Application, which-is~on file with AR~_AGENCY, and which, by ~is reference, is also incorp~ated herein as if fully set forth. Contractor agrees'~at Ule units, of servi~;~provided for:~n~Exhibit A is subject to modification only- upon writtem aa~orization of the Oirector of AREA AGENCY .... .- - ~on 2. Effective Period and Right of Temination:- ~is AGREE~ENi' is eff~~r ~e period .from .~ul~ 1, 19~ - through June 30, ]986 Upon ~i~~) days' ,ritten no~lce..to ~e ot~er par~y, eider party may teminm~ ~is AGRE~ENT; Upon giving or receiving such notice, CONT~CTOR - shall S~iatel~ remit to AR~ AGENCY all unexpended funds previously ~ion-3.- Termination. Upon F~ilure of Contractor to Perfom: Should CONT~~-.fa}~o ~erfom any covenant contained herein, .AREA AGENCY.may i~~1~, teminate ~is AGREB,IENT.. Temination shall be effective upon Be m~li&~te~ receipt requested, of notice thereof. ~ereafter, AREA AGENCY-~~lete ~e ~roject in any ~nner it de~s proper. In the event of su~ ~nation, the cost of completion of the Project shall be deducted from ~-.~nies not'yet paid CONT~CTOR, and CONT~CTOR shall i~ediately remit-~~ AGENCY all. unexpended funds previously received hereunder. .--~iom 4,".. Compl lance: - a, CONT~CTOR sha~l not co~ence work under this AGRE~ENT until signed s~tement of CONT~CTOR'S assurance of compliance wi~ subsections d and e ~1~,: is on file wi~ AREA AGENCY. b. CONTRACTOR warrants that upon execution of this AGREEMENT, .it will be fully informed of the Act and all other relevant Federal, State, and local~ statutes, rules and regulations. AREA AGENCY shall provide COtlTRACTOR with roll1 relevant regulations, directives, and amendments affecting this AGREE~EN~r. ~:'. " c; CONTRACTOR shall comply with the provision of Title VII of th.r,, ~ Civil Rights Act of 1964 (42 U.S..C. Section 200, as amended by the Equal Oppc~ity Act of 1972, Public Law No. 92-261) in that it will not discrimi:- · hate amj~inst any individual with. respect to his or her compensation, terms, .~: con~tLiOnS, or privileges of employment; or discriminate in any way which '" wou~l~l deprive, or tend to deprive any individual of employment opportunities', .: o.r o~':berwise adversely affect his or her status as an employee, because of .i, suc~ ~m~livtdual's age, race., color, religion, sex, or national origin. d. CONTRACTOR shall comply with Department of Health and Human Servi'ces 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 from participation in, be denied the benefits.of, or be otherwise subjected to discrimination under this project. e. CONTRACTOR shall comply with Department of Health and Human Services regulations 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". .. fo 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 appropriations pending before Congress. Se6tion 5. Availability of Funds; Right to and Method of Payments.. a. Payment for all services provided hereunder is contingent upon the continued availability of funds as determined by the State of California DeparfJnent of Aging. in its state plan approved by the Federal 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 or terminated accordingly and thereafter this AGREEMENT shall continue in effect, if 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 $ 81, 649 · CONTRACTOR understands that said $ ~1.649 is ultimately derived from. federal funds and covenants to spend Said money only in accordance with 'the.terms of the Act and . ' ' pursuant to CONTRACTOR'S approved budget, which is attached hereto as Exhibi~ B and by this reference incorporated herei~ as if fully set forth. based upon invoices submitted by CONTRACTOR, unless specified otherwise in 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 B or if other irregularities exist, AREA AGENCY may withhold all or part of the funds under this AGREEMENT until all inconsistencies and irregularities are resolved to AREA AGENCY'S satisfaction. Payments to CONTRACTOR under this AGREEMENT shall be made monthly d. 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. Title to all property purchased by CONTRACTOR with funds pro- vided hereunder is in and shall remain with AREA AGENCY. Such property shall be returned to AREA AGENCY upon termination of this AGRE~4ENT. Section 6. Subcontractors 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 AGREEHENT and CONTRACTOR shall be liable for, and agrees to indemnify and hold harmless AREA AGENCY from their acts and/or omissions. -2- a. CONTRACTOR shall comply with all program and fiscal reporting require,r, ents 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. COl;TRACTOR shall account for and maintain all funds received under this AGEEEMENT in accordance with requirements set forth by AREA AGENCY. Such requirements shall be pro- vided to CONTRACTOR in writing. b] CONTRA£TOR at all times shall maintain in an auditable form and condition satisfactory to AREA AGENCY a complete set of records of its 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 eventof audit exception, such records shall be retained longer than three years, if necessary, until every exception is resolved to the satis- ~'faction of the auditor and AREA AGENCY. Section 8. Right to Monitor and Audit: a. Authorized Federal, State, County and AREA AGENCY representa- tives shall have the right 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 premises and interviews of project staff and participants. b. All of CONTRACTOR'S records pertaining to this AGREEMENT shall be availabl~ 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 require~..ents set forth by AREA AGENCY. Such requirements shall be pro- vided to CONTRACTOR in writing. Section 9. Responsibility for Audit Exceptions: a. Definitions: For the purpose of this AGREEMENT, "audit exception" includes, but is not limited to, a determination by AREA AGENCY, or by County, State or Federal agencies that monies provided hereunder have been in,properly spent, used, allocated, re~orded, ledge~ed, or accounted for, or that CONTRACTOR has otherwise not complied with terms of the Act or of this AGREEME~IT. b. CONTRACTOR shall fully reply to, comply with, an~ take requested~ corrective action as to any audit exception determined pursuant to this AGREE- ME~. 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 l:~ability re- sulting from any such audit exception. Section 10: Responsibility Of ~.'.Pa.r~i'e-~. a. Non-Responsibility of COunty It is understood and agreed that neither COUNTY nor any officer, agent, employee thereof, shall be responsible for any damage or liability incurred by reason of anything done or or..it~ ted to be done by any officer, agent, or employee of CCNTRACTOR in connection with performance of this Agreement. b. Non-Responsibility of Contract.°r It is understood and a6~eed that neither CONTRACTOR nor any officer, agent or employee thereof sha~l be responsible for any damage or lia- bility incurred by reaso, n of .anyth_ing done or omitted to be done by COUNTY and its officers, agents, and employees, in connection with performance of this Agreement. -3- c. Concurrence Negligence 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 appor- tioned under the California theory of comparative negligence as established presently, or as may be hereafter modified. Section 11. Insurance: CO~;TRACTOR 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 Certificates of Insurance evidencing the required coverage and there shall be a specific contractual liability assumed by CONTRACTOR pursuant to this AGREEMENT. These Certificates shall specify or be endorsed to provide that thirty (30) days notic 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 Compensation and 'Emplouer Liability Insurance: CONTRACTOR 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 Section 3700 of the California Labor Code which requires every employer to be insured against liability for Workers Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before com- mencing this per-Formance of the work of this AGREEMENT. Section 12. Fidelity 8ond: Prior to receiving any monies hereunder, CONTRACTOR shall submit a verified statement to AREA AGENCY that all offi- cials, employees and agents handlinq or having access to funds received or. disbursed, by CONTRACTOR pursuant to this AGRE~4ENT or who 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 ~amed payee on said bond. If &he 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 covereage has been obtained. Section 13. Independent Contractor: CONTRACTOR, its agents and employees, shall be independent contractors in performance of this AGREE- MENT and not officers, employees or agents of AREA AGENCY, or of the County of San Mateoo . Section 14. Licensing and Accreditation: Where necessary for its operation, CONTRACTOR shall maintain the appropriate license or accredita- tion throughout the life of this ASRE~4ENT. Section 15. ~ssignability: Without the written consent of AREA AGENCY, this AGREEMENT is not assignable by CONTRACTOR either in whole or in part. In the event of any subcontractor hereunder, CONTRACTOR remains primarily liable for performance of this AGRE~,iENT. Section 16. Entire Contract: This AGREEMENT is the entire contract betueen the parties, and no modification or amendment therof shall be valid unless made in writing and si~ned by the parties hereto. No oral under- standing or agreement not set'forth herein shall be binding on any of the Section 17. Limitation of Authority: CO~ITRACTOR shall have no authority to contract for or on behalf of, or to incur obligations on behalf of AREA AGENCY or the County of San r.iateo. Section 18. Time: Time is of the essense of this AGREEMENT. IN WITNESS THEREOF, the parites hereto by their duly authorized representatives, have caused this AGREFJ. iENT to be executed on the day and year first above written. Attest: ATTEST: City of South San Francisco CONTRACTOR ~" g~nature ) City Manager (Title) City of South ~an Francisco (N me) -5- '.'l