HomeMy WebLinkAbout2010-09-14; City Council; 20351; San Diego Aging and Independence Services ContractCITY OF CARLSBAD - AGENDA BILL
DIRECTORlC-
MTG.
DEPT.
_20,351_
9/14/2010
P&R
CONTRACT AND GRANT AWARD WITH
SAN DIEGO AGING AND
INDEPENDENCE SERVICES
DEPT.
CITY ATTORNEY^.
CITY MANAGER
RECOMMENDED ACTION:
City Council adopt Resolution No. 2010-220 accepting the contract with County of
San Diego Aging and Independence Services to provide congregate meals, home delivered
meals and transportation services to seniors for fiscal years 2010 -2014 and the grant award for
FY 2010 - 2011 and authorize the City Manager to sign amendments to the grant contract,
ITEM EXPLANATION:
Since January 13, 1987 the City of Carlsbad has contracted with the County of San Diego Area
Agency on Aging, now known as the County of San Diego Aging and Independence Services
(A.I.S.), to provide congregate meals, home delivered meals and transportation services for the
seniors of Carlsbad.
In order for the City to continue to provide these services, it is necessary for the City Council to
approve the contract and grant award with A.I.S. (Exhibit 2)
FISCAL IMPACT:
The total grant award from A.I.S for congregate, home delivered meals and transportation
services for fiscal year 2010-2011 is $170,444 beginning in October 1, 2010 and $227,259
each of the (3) annual option periods for a maximum amount of $852,221. The contract funding
for the next three option years may be adjusted annually based on an increase or decrease in
the number of meals served and transportation trips provided. The City of Carlsbad General
Fund does support the A.I.S. contract by providing such things as heat and light, vehicle
maintenance, additional food, etc., all of which were approved with the adoption of the 2010-11
operating budget. The A.I.S grant funding for the Nutrition Program assists in partial cost
recovery for this program funded by the General Fund.
ENVIRONMENTAL IMPACT:
Pursuant to Public Resources Code Section 21065 and CEQA Guidelines Section 15738, this
agreement does not constitute a "Project" within the meaning of CEQA and therefore, does not
require an environmental review.
EXHIBITS:
1. Resolution No.2010-220 approving the contract with the County of San Diego Aging
2.
and Independence Services and accepting the grant for congregate meals, home meals
and transportations services.
County of San Diego Agreement number 533561
DEPARTMENT CONTACT: Gail Lynn, (760) 434-4682 qail.lvnn(S).carlsbadca.qov
FOR CITY CLERKS USE ONLY.
COUNCIL ACTION:APPROVED Xi
DENIED D
CONTINUED D
WITHDRAWN D
AMENDED D
CONTINUED TO DATE SPECIFIC D
CONTINUED TO DATE UNKNOWN D
RETURNED TO STAFF D
OTHER - SEE MINUTES D
1 RESOLUTION NO. 2010-220
2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, TO APPROVE THE
3 CONTRACT AND GRANT WITH THE COUNTY OF SAN
4 DIEGO AGING AND INDEPENDENCE SERVICES FOR
CONGREGATE MEALS, HOME DELIVERED MEALS AND
5 TRANSPORTATION SERVICES.
6
WHEREAS, since January 1987 the City Council has contracted with the County
7
of San Diego Aging and Independence Services (A.I.S.) to provide congregate meals,8
9 home delivered meals and transportation services for area seniors and;
10 WHEREAS, the City Council desires to continue these services by approving the
11 contract and grant award from the County of San Diego Aging and Independence
12 Services;
13 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
14 Carlsbad, California, as follows:
15
1. That the above recitations are true and correct.
16
2. That the City Council approves the contract and accepts the grant (Exhibit 2)
18 between the City of Carlsbad and A.I.S. in the amount of one hundred
! 9 seventy thousand four hundred forty four dollars ($ 1 70,444) for fiscal year
20 2010-2011 and $227,259 for each of the three (3) option renewal periods, for
21 a maximum not to exceed amount of eight hundred fifty two thousand two
22 hundred twenty one ($852,221) to provide congregate meals, home delivered
23 meals and transportation services for senior citizens.
24
3. That the Mayor is authorized to execute the contract and grant award on
25
behalf of the City and the City Manager is authorized to execute amendments
26
to this contract and grant award.
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PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council
of the City of Carlsbad on the 14th day of September 2010, by the following vote to wit:
AYES: Council Members Lewis, Kulchin, Hall, Packard and Blackburn.
NOES: None.
ABSENT: None.
AVLEWIS, Mayor
ATTEST:
l/ORRAWE M.(SEAL)
COUNTY AGREEMENT NUMBER533561
AGREEMENT WITH THE CITY OF CARLSBAD FOR
SENIOR NUTRITION PROGRAM
This Agreement ("Agreement") is made and entered into on the date shown on the signature page ("Effective Date") by and
between the County of San Diego, a political subdivision of the State of California ("County") and Contractor City of Carlsbad,
located at 799 Pine Ave., Carlsbad, California 92008) ("Contractor"), with reference to the following facts:
RECITALS
A. The County, by action of the Board of Supervisors on October 13, 2009 (Minute Order No. 6) authorized the Director of
Purchasing and, to award a Contract for the Senior Nutrition Program.
B. Contractor is specially trained and possesses certain skills, experience, education and competency to perform these
services.
C. The Chief Administrative Officer made a determination that Contractor can perform the services more economically and
efficiently than the County, pursuant to Section 703.10 of the County Charter.
D. The Agreement shall consist of this pro forma Agreement, Exhibit A Statement of Work, Exhibit A-l, Revised Statement
of Qualifications, Exhibit B Insurance Requirements and Exhibit C, Payment Schedule or budget. In the event that any
provision of the Pro Forma Agreement or its Exhibits, A, A-l, B or C, conflicts with any other term or condition,
precedence shall be: First (1st) the Pro Forma: Second (2nd) Exhibit B; Third (3rd) Exhibit A; Fourth (4th) Exhibit C; Fifth
(5th) Exhibit A-l.
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:
ARTICLE 1
PERFORMANCE OF WORK
1.1 Standard of Performance. Contractor shall, in good and workmanlike manner and in accordance with the highest
professional standards, at its own cost and expense, furnish all of the labor, technical, administrative, professional and all
other personnel, all supplies and materials, equipment, printing, transportation, facilities, and all other means whatsoever,
except as herein otherwise expressly specified to be furnished by County, necessary or proper to perform and complete the
work and provide the services required of Contractor by this Agreement.
1.2 Contractor's Representative. The person identified on the signature page ("Contractor's Representative") shall ensure that
Contractor's duties under this Agreement shall be performed on behalf of the Contractor by qualified personnel; Contractor
represents and warrants that (1) Contractor has fulfilled all applicable requirements of the laws of the State of California to
perform the services under this Agreement and (2) Contractor's Representative has full authority to act for Contractor
hereunder. Contractor and County recognize that the services to be provided by Contractor's Representative pursuant to
this Agreement are unique: accordingly, Contractor's Representative shall not be changed during the Term of the
Agreement without County's written consent. County reserves the right to terminate this Agreement pursuant to Clause 7.1
"Termination for Default", if Contractor's Representative should leave Contractor's employ, or if, in County's judgment,
the work hereunder is not being performed by Contractor's Representative.
1.3 Contractor as Independent Contractor. Contractor is, for all purposes of this Contract, an independent Contractor, and
neither Contractor nor Contractor's employees or subcontractors shall be deemed to be employees of the County.
Contractor shall perform its obligations under this Contract according to the Contractor's own means and methods of work
which shall be in the exclusive charge and under the control of the Contractor, and which shall not be subject to control or
supervision by County except as to the results of the work. Neither Contractor nor Contractor's employees or
subcontractors shall be entitled to any benefits to which County employees are entitled, including without limitation,
overtime, retirement benefits, workers' compensation benefits and injury leave.
1.4 Contractor's Agents and Employees or Subcontractors. Contractor shall obtain, at Contractor's expense, all agents,
employees and subcontractors required for Contractor to perform its duties under this Contract, and all such services shall
be performed by Contractor's Representative, or under Contractor's Representatives' supervision, by persons authorized by
law to perform such services. Retention by Contractor of any agent, employee or subcontractor shall be at Contractor's
sole cost and expense, and County shall have no obligation to pay Contractor's agents, employees or subcontractors; to
support any such person's or entity's claim against the Contractor; or to defend Contractor against any such claim.
Any subcontract, or a combination of subcontract to the same individual or firm for the Contract period which is in excess
of fifty thousand dollars ($50,000) or twenty five percent (25%) of the value of the Contract, whichever is less must have
prior written concurrence of the Contracting Officer's Technical Representative ("COTR"). Contractor shall provide the
County's COTR with copies of all other subcontracts relating to this Contract entered into by Contractor within 30 days
after the effective date of the subcontract. Such subcontractors of Contractor shall be notified of Contractor's relationship
to County. "Subcontractor" means any entity, other than County, that furnishes to Contractor services or supplies relevant
to this Contract other than standard commercial supplies, office space, and printing services.
ps_serv_contract_template.doc Agreement - Page 1 of 18 Revised 6/30/09
City of Carlsbad
COUNTY AGREEMENT NUMBER533561
AGREEMENT WITH THE CITY OF CARLSBAD FOR
SENIOR NUTRITION PROGRAM
1.4.1 Contractor Responsibility. In the event any subcontractor is utilized by Contractor for any portion of the project,
Contractor retains the prime responsibility for carrying out all the terms of this Agreement, including the responsi-
bility for performance and insuring the availability and retention of records of subcontractors in accordance with
this Agreement. No subcontract utilizing funds from this Agreement shall be entered into which has a term
extending beyond the ending date of this Agreement.
1.4.2 Mandated Clause. All subcontracts shall include the Standard Terms and Conditions required of Contractor herein.
ARTICLE 2
SCOPE OF WORK
2.1 Statement of Work. Contractor shall perform the work described in the "Statement of Work" attached as Exhibit "A" to
this Agreement, and by this reference incorporated herein, except for any work therein designated to be performed by
County.
2.2 Right To Acquire Equipment and Services. Nothing in this Agreement shall prohibit the County from acquiring the same
type or equivalent equipment and/or service from other sources, when deemed by the County to be in its best interest.
2.3 Responsibility For Equipment. For cost reimbursement Agreements, County shall not be responsible nor be held liable for
any damage to persons or property consequent upon the use, misuse, or failure of any equipment used by Contractor or any
of Contractor's employees, even though such equipment may be furnished, rented, or loaned to Contractor by County. The
acceptance or use of any such equipment by Contractor or Contractor's employees shall be construed to mean that
Contractor accepts full responsibility for and agrees to exonerate, indemnify and hold harmless County from and against
any and all claims for any damage whatsoever resulting from the use, misuse, or failure of such equipment, whether such
damage be to the employee or property of Contractor, other Contractors, County, or other persons. Equipment includes,
but is not limited to material, computer hardware and software, tools, or other things.
2.3.1 Contractor shall repair or replace, at Contractor's expense all County equipment or fixed assets that are damaged
or lost as a result of Contractor negligence.
2.4 Non-Expendable Property Acquisition. County retains title to all non-expendable property provided to contractor by
county, or which Contractor may acquire with funds from this Agreement if payment is on a cost reimbursement basis,
including property acquired by lease purchase Agreement, Contractor may not expend funds under this Agreement for the
acquisition of non-expendable property having a unit cost of $5,000 or more and a normal life expectancy of more than one
year without the prior written approval of Contracting Officer Technical Representative. Contractor shall maintain an
inventory of non-expendable equipment, including dates of purchase and disposition. Inventory records on non-expendable
equipment shall be retained, and shall be made available to the County upon request, for at least three years following date
of disposition. Non-expendable property that has value at the end of a contract (e.g. has not been depreciated so that its
value is zero), and which the County may retain title under this paragraph, shall be disposed of at the end of the Agreement
as follows: At County's option, it may: 1) have Contractor deliver to another County contractor or have another County
contractor pick up the non-expendable property; 2) allow the contractor to retain the non-expendable property provided that
the contractor submits to the County a written statement in the format directed by the County of how the non-expendable
property will be used for the public good; or 3) direct the Contractor to return to the County the non-expendable property.
ARTICLE 3
DISENTANGLEMENT
3.1 General Obligations
At County's discretion, Contractor shall accomplish a complete transition of the services as set forth in Exhibit A to this
Agreement (for purposes of this Article 3.1, these shall be referred to as the "Disentangled Services") being terminated
from Contractor and the Subcontractors to County, or to any replacement provider designated by County, without any
interruption of or adverse impact on the Disentangled Services or any other services provided by third parties. This process
shall be referred to as the Disentanglement. Contractor shall fully cooperate with County and any new service provider and
otherwise promptly take all steps, including, but not limited to providing to County or any new service provider all
requested information or documentation, required to assist County in effecting a complete Disentanglement. Contractor
shall provide all information or documentation regarding the Disentangled Services or as otherwise needed for
Disentanglement, including, but not limited to, data conversion, client files, interface specifications, training staff assuming
responsibility, and related professional services. Contractor shall provide for the prompt and orderly conclusion of all work
required under the Agreement, as County may direct, including completion or partial completion of projects,
documentation of work in process, and other measures to assure an orderly transition to County or the County's designee of
the Disentangled Services. All Contractor work done as part of the Disentanglement shall be performed by Contractor and
will be reimbursed by the County at no more than Contractor's costs, up to the total amount of this Agreement. Contractor
shall not receive any additional or different compensation for the work otherwise required by the Agreement. Contractor's
ps_serv_contract_template.doc Agreement-Page 2 of 18 Revised 600/09
City of Carlsbad
COUNTY AGREEMENT NUMBER533561
AGREEMENT WITH THE CITY OF CARLSBAD FOR
SENIOR NUTRITION PROGRAM
obligation to provide the Services shall not cease until the earlier of the following: 1) The Disentanglement is completed to
the County's reasonable satisfaction, or 2) twelve (12) months after the Expiration Date of the Agreement.
3.2 Disentanglement Process
The Disentanglement process shall begin on any of the following dates: (i) the date County notifies Contractor that no
funds or insufficient funds have been appropriated so that the Term shall be terminated pursuant to the Agreement,
Paragraph 7.4; (ii) the date designated by County not earlier than sixty (60) days prior to the end of any initial or extended
term that County has not elected to extend pursuant to the Agreement's, Signature Page, Contract Term; or (iii) the date any
Termination Notice is delivered, if County elects to terminate any or all of the Services pursuant to the Agreement,
Paragraph 7.1. Subject to Exhibit A Contractor's obligation to perform Disentangled Services, and County's obligation to
pay for Disentangled Services, shall expire: (A) when funds appropriated for payment under this Agreement are exhausted,
as provided in this Agreement, Paragraphs 7.1 and 7.4; (B) at the end of the initial or extended term set forth in this
Agreement's, Signature Page, Contract Term; or (C) on the Termination Date, pursuant to this Agreement, Paragraphs 7.1
and 7.4 (with the applicable date on which Contractor's obligation to perform the Services expires being referred to herein
as the "Expiration Date"). Contractor and County shall discuss in good faith a plan for determining the nature and extent of
Contractor's Disentanglement obligations and for the transfer of the Disentangled Services in process provided, however,
that Contractor's obligation under this Agreement to provide all Disentangled Services shall not be lessened in any respect.
3.3 Specific Obligations
The Disentanglement shall include the performance of the following specific obligations:
3.3.1 No Interruption or Adverse Impact
Contractor shall cooperate with County and all of the County's other service providers to ensure a smooth transition
at the time of Disentanglement, with no interruption of Disentangled Services or other work required under the
Agreement, no adverse impact on the provision of Disentangled Services or other work required under the
Agreement or County's activities, no interruption of any services provided by third parties, and no adverse impact
on the provision of services provided by third parties.
3.3.2 Third-Party Authorizations
Without limiting the obligations of Contractor pursuant to any other clause in Exhibit A herein, Contractor shall,
subject to the terms of any third-party contracts, procure at no charge to County any third-party authorizations
necessary to grant County the use and benefit of any third-party contracts between Contractor and third-party
contractors used to provide the Disentangled Services, pending their assignment to County. Similarly, at County's
direction, Contractor shall obtain all legally necessary client consents or authorizations legally necessary to transfer
client data to County or any new service provider.
3.3.3 Return. Transfer and Removal of Assets
3.3.3.1 Contractor shall return to County all County furnished assets or assets pursuant to Paragraph 2.4.
3.3.3.2 County shall be entitled to purchase at net book value those Contractor assets used for the provision of
Disentangled Services to or for County, other than those assets expressly identified by the Parties as not
being subject to this provision. Contractor shall promptly remove from County's premises, or the site of
the work being performed by Contractor for County, any Contractor assets that County, or its designee,
chooses not to purchase under this provision.
3.3.4 Transfer of Leases. Licenses, and Contracts
Contractor, at its expense, shall convey or assign to County or its designee such fully-paid leases, licenses, and
other contracts used by Contractor, County, or any other Person in connection with the Disentangled Services, as
County may select, when such leases, licenses, and other contracts have no other use by Contractor. Contractor's
obligation described herein, shall include Contractor's performance of all obligations under such leases, licenses,
and other contracts to be performed by it with respect to periods prior to the date of conveyance or assignment and
Contractor shall reimburse County for any losses resulting from any claim that Contractor did not perform any such
obligations.
3.3.5 Delivery of Documentation
Contractor shall deliver to County or its designee, at County's request, all documentation and data related to
County, including, but not limited to, the County Data and client files, held by Contractor, and Contractor shall
destroy all copies thereof not turned over to County, all at no charge to County. Notwithstanding the foregoing,
Contractor may retain one (1) copy of the documentation and data, excluding County Data, for archival purposes or
warranty support.
ps_serv_contract_template.doc Agreement-Page 3 of 18 Revised 600/09
City of Carlsbad
COUNTY AGREEMENT NUMBER533561
AGREEMENT WITH THE CITY OF CARLSBAD FOR 1
SENIOR NUTRITION PROGRAM j
3.4 Findings Confidential. Any reports, information, data, etc., given to or prepared or assembled by Contractor under this |
Agreement which the County requests to be kept as confidential shall not be made available to any individual or |
organization by the Contractor without the prior written approval of the County. 3
3.5 Publication. Reproduction or Use of Materials. No material produced, in whole or in part, under this Agreement shall be j
subject to copyright in the United States or in any other country. The County shall have unrestricted authority to publish,
disclose, distribute and otherwise use, in whole or in part, any reports, data or other materials prepared under this
Agreement. All reports, data and other materials prepared under this Agreement shall be the property of the County upon
completion of this Agreement.
ARTICLE 4
COMPENSATION
The Payment Schedule, and/or budget are in Exhibit C and the compensation is on the signature page. County will pay
Contractor the agreed upon price(s), pursuant to Exhibit C for the work specified in Exhibit A, Statement of Work. The County
is precluded from making payments prior to receipt of services (advance payments). Contractor shall provide and maintain an
accounting and financial support system to monitor and control costs to assure the Agreements completion. Invoices are subject
to the requirements below.
4.1 Fiscal for Provisional Rate, or Fixed Price Contracts with Cost Reimbursement Elements fRev. 7/31/08)
4.1.1 General Principles. If cost reimbursement elements or provisional rates are included in this Agreement, Contractor
shall, comply with generally accepted accounting principles and good business practices, including all applicable
cost principles published by the Federal Office of Management and Budget (OMBX including A-122. which can be
viewed at http://www.whitehouse.gov/omb/circulars. Contractor shall comply with all federal, State and other
funding source requirements. Contractor shall, at its own expense, furnish all cost items associated with this
Agreement except as herein otherwise specified in Exhibit C or elsewhere to be furnished by County. Contractor
shall submit annually to County a cost allocation plan in accordance with OMB guidelines.
If the pricing schedule and budget are segregated, the Payment Schedule is in Exhibit C-l and the budget for cost
reimbursement elements is in Exhibit C-2. Invoices are subject to the requirements of Paragraph 4.2 below.
4.1.2 Agreement Budget for Cost Reimbursement Elements. In no event shall the Agreement budget total be increased
or decreased prior to County approved Agreement amendment. Some budget line item adjustments require County
review and approval. Adjustments requiring County review and approval are listed in Exhibit C-2 "Contractor's
Budget."
4.1.3 Administrative Adjustment. The COTR may make administrative Agreement adjustments to change or modify the
budget as long as the total Agreement amount or Agreement term is not modified.
4.1.4 Agreement Amendment. An Agreement amendment signed by the Contracting Officer is required to modify the
total Agreement amount or Agreement term.
4.1.5 Maximum Price. During the performance period of this Agreement, the maximum price for the items and/or
services shall not exceed the lowest price at which Contractor then offers the items and/or services to its most
favored customer. In no event shall County pay Contractor in excess of the amount identified on the Signature
Page.
4.2 Invoices and Payment
4.2.1 Invoices. County agrees to pay Contractor in arrears only after receipt and approval of properly completed monthly
invoices by the Contracting Officer's Technical Representative ("COTR") for the work performed in the prior
month. Invoices shall be detailed and itemized referencing the Agreement number, Invoice number, and submitted
utilizing the proper invoice form provided by COTR pursuant to Exhibit C, documenting the total invoiced amount
by Contractor. Contractor's monthly invoices shall include a statement certifying whether it is in compliance with
Paragraph 8.15 of this Agreement
4.2.2 Provisional Rates / Cost Reimbursement Elements. For provisional rates, or cost reimbursement elements,
Contractor shall maintain records of its actual costs, as required herein, for those services paid under a provisional
rate or as cost reimbursement. Contractor's last payment each fiscal year shall be withheld until after County and
Contractor reconcile Contractor's actual costs with the amount paid from the provisional rates, if any. If County
has paid Contractor more than their actual costs, Contractor shall refund County the excess amount paid in
accordance with Paragraph 4.2.3. If Contractor's actual costs are more than the amount paid by County, County
will pay Contractor the difference, up to, but not to exceed the annual contract amount identified in the Signature
Page, in accordance with Paragraph 4.2.3 County's obligation to pay is also subject to the other requirements of this
Agreement.
ps_serv_contract_template.doc Agreement-Page 4 of 18 Revised 6/30/09
City of Carlsbad
COUNTY AGREEMENT NUMBER533561 i|
AGREEMENT WITH THE CITY OF CARLSBAD FOR I
SENIOR NUTRITION PROGRAM j
4.2.3 Payments. Payment for the services performed under this Agreement shall be in accordance with Exhibit C, unless ]
other payment methodologies are negotiated and agreed to by both Contractor and County. Contractor shall j
maintain supporting documentation of expenses as specified in Articles 11 and 13 for provisional rates or cost ]
reimbursement elements. Payments will be made in arrears after receipt of properly completed invoice approved j
by the COTR. Payment shall be NET 30 days from receipt and approval of invoice unless otherwise stated. ~i
For Provisional Rates, County will reimburse the good faith estimate of the actual allowable, allocable and j
reasonable costs incurred associated with the work performed during the month of service. Contractor shall f
maintain supporting documentation of expenses as specified in Articles 11 and 13. j
4.2.3.1 This monthly invoice shall reflect a good faith estimate of the actual allowable, allocable and reasonable j
costs incurred associated with the work performed during the month of service. This good faith estimate i
shall be based on the budgeted net unit cost for each service category, hereafter known as provisional j
rates, multiplied by the units provided. |
4.2.3.2 Reconciliation of Good Faith Estimates to Actual Allowable Expenses. Contractor shall submit a cost ]
report to complete a reconciliation of the actual allowable, allocable and reasonable expenses incurred \
associated with the work performed under this agreement twice annually at a minimum; the COTR may j
require them more frequently. Cost reports submitted by Contractor shall include the actual allowable j
cumulative year to date expenses by service category for the period. Upon receipt of each cost report, 1
County will reconcile year to date payments with year to date actual allowable, allocable and reasonable j
expenses and adjust the next monthly invoice for under payments or overpayments in excess of $100. |
Cost reports shall also include total amounts over paid by the County to Contractor or under paid by the |
County to the Contractor for each month of service. At the end of each fiscal year, Contractor shall j
complete an annual reconciliation of the actual allowable expenses incurred associated with the work !
performed under this agreement for that fiscal year. Overpayments and underpayments will be adjusted I
during the fiscal year and at me end of the fiscal year as instructed by the COTR. 1
4.2.3.2.1 Final Fiscal Year End Settlements. Contractor shall submit the final cost report reflecting the I
actual costs for reimbursement for services performed during the County fiscal year by the j
final fiscal year settlement date, which will be established by each program. This settlement i
date shall be no more than 60 calendar days from the end of the County fiscal year. Upon T
receipt of the fiscal year end cost report, County will reconcile year to date payments with j
fiscal year end actual allowable, allocable and reasonable expenses. County will reimburse j
Contractor for underpayments and will recoup overpayments from Contractor. County may, j
in its sole discretion, choose to not process invoices for reimbursement for services performed '{
during that fiscal year after this date. The County fiscal year shall be defined as July 1, |
through June 30, unless otherwise defined in this Agreement. j
4.2.3.3 Final Agreement Settlement Date. Contractor shall submit the final invoice for reimbursement for I
services performed during the final fiscal year of the contract by the final contract settlement date, which j
shall be no more than 60 calendar days from the final date of the contract services. County may, in its j
sole discretion, choose to not process invoices for reimbursement for services performed during the final j
fiscal year of the contract after the final Agreement settlement date. j
4.2.4 Full Compensation. Pending any adjustments by the COTR and except as otherwise provided for in the cost reports
submitted by Contractor to County if Provisional Rates are utilized, each invoice approved and paid shall constitute
full and complete compensation to Contractor for all work completed during the billing period pursuant to Exhibit
A and Exhibit C. This Agreement constitutes the entire Agreement between Contractor and County. Contractor
shall be entitled only to payment and, if Provisional Rates or Reimbursable elements are included in this
Agreement, reimbursement for allowable, allocable and reasonable costs, associated with services pursuant to
Exhibit A.
4.2.5 Prompt Payment for Vendors and Subcontractors
4.2.5.1 Prompt payment for vendors and subcontractors.
4.2.5.1.1 Unless otherwise set forth in this paragraph, Contractor shall promptly pay its vendors and
subcontractors) for satisfactory performance under its subcontracts) to this Agreement. Such
prompt payment shall be no later than thirty (30) days after Contractor receives payment for
such services from County and shall be paid out of such amounts as are paid to Contractor
under this Agreement.
4.2.5.1.2 Contractor shall include a payment clause conforming to the standards set forth in Paragraph
4.2.5.1.1 of this Agreement in each of its subcontracts, and shall require each of its
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City of Carlsbad
0
COUNTY AGREEMENT NUMBER533561 =
AGREEMENT WITH THE CITY OF CARLSBAD FOR ;
SENIOR NUTRITION PROGRAM ;
subcontractors to include such a clause in their subcontracts with each lower-tier ;
subcontractor or supplier. I
4.2.5.2 If Contractor, after submitting a claim for payment to County but before making a payment to a vendor or i
subcontractor for the goods or performance covered by the claim, discovers that all or a portion of the \
payment otherwise due such vendor or subcontractor is subject to withholding from the vendor or j
subcontractor in accordance with the vendor or subcontract agreement, then the Contractor shall: ]
4.2.5.2.1 Furnish to the vendor or subcontractor and the COTR within three (3) business days of j
withholding funds from its vendor or subcontractor a notice stating the amount to be withheld, |
the specific causes for the withholding under the terms of the subcontract or vendor .]
agreement; and the remedial actions to be taken by the vendor or subcontractor in order to f
receive payment of the amounts withheld. j
4.2.5.2.2 Contractor shall reduce the subcontractor's progress payment by an amount not to exceed the |
amount specified in the notice of withholding furnished under paragraph 4.2.5.2.1of this j
Agreement and Contractor may not claim from the County this amount until its subcontractor -|
has cured the cause of Contractor withholding funds; j
4.2.5.2.3 Upon the vendor's or subcontractor's cure of the cause of withholding funds, Contractor shall j
pay the vendor or subcontractor as soon as practicable, and in no circumstances later than ten 1
(10) days after the Contractor claims and receives such funds from County. f
4.2.5.3 Contractor shall not claim from County all of or that portion of a payment otherwise due to a vendor or 1
subcontractor that Contractor is withholding from the vendor or subcontractor in accordance with the I
subcontract agreement where Contractor withholds the money before submitting a claim to County. J
Contractor shall provide its vendor or subcontractor and the COTR with the notice set forth in Paragraph j
4.2.5.2.1 4.1of this Agreement and shall follow Paragraph 4.2.5.2.3 of this Agreement when vendor or |
subcontractor cures the cause of Contractor withholding its vendors or subcontractor's funds. j
4.2.5.4 Overpayments. If Contractor becomes aware of a duplicate contract financing or invoice payment or that I
County has otherwise overpaid on a contract financing or invoice payment, Contractor shall immediately j
notify the COTR and request instructions for disposition of the overpayment. f
4.2.6 Availability of Funding. The County's obligation for payment of any Agreement beyond the current fiscal year is i
contingent upon the availability of funding from which payment can be made. No legal liability on the part of the I
County shall arise for payment beyond June 30 of the calendar year unless funds are designated by the County and I
are made available for such performance. j
County shall, in its sole discretion, have the right to terminate or suspend this Agreement or reduce compensation j
and service levels proportionately upon thirty (30) days' written notice to Contractor in the event that Federal, State f
or County funding for this Agreement ceases or is reduced prior to the ordinary expiration of the term of this j
Agreement. In the event of reduction of funding for the Agreement, County and Contractor shall meet within ten j
(10) days of written notice to renegotiate this Agreement based upon the modified level of funding. In this case if i
no Agreement is reached between County and Contractor within ten (10) days of the first meeting, either party shall j
have the right to terminate this Agreement within ten (10) days written notice of termination. \
In the event of termination of this Agreement in accordance with the terms of this Section, Contractor shall be J
entitled to retain all sums paid as of the effective date of such termination, subject to any payment offset to which I
County may be entitled, for damages or otherwise, under the terms of this Agreement. In the event of termination j
of this Agreement pursuant to this Section, in no event shall Contractor be entitled to any loss of profits on the j
portion of this Agreement so terminated, or to other compensation, benefits, reimbursements or ancillary services I
other than as herein expressly provided. j
4.2.7 Conditions Prerequisite To Payments. County may elect not to make a particular payment if any of the following j
exists: ]
4.2.7.1 Misrepresentation. Contractor, with or without knowledge, made any misrepresentation of substantial and i
material nature with respect to any information furnished to County. 1
4.2.7.2 Unauthorized Actions by Contractor. Contractor took any action pertaining to this Agreement, which I
required County approval, without having first received said County approval. j
4.2.7.3 Default. Contractor was in default under any terms and conditions of this Agreement. •]
4.2.7.4 Fees for Service. Contractor implemented a schedule of fees to be charged to clients or third party client j
representatives without prior County approval, unless authorized elsewhere in this Agreement. )
ps_serv_contract_template.doc Agreement-Page 6 of 18 Revised 6/30/09 |
City of Carlsbad ;
COUNTY AGREEMENT NUMBER533561
AGREEMENT WITH THE CITY OF CARLSBAD FOR
SENIOR NUTRITION PROGRAM
4.2.8 Withholding Of Payment. County may withhold reimbursement until reports, data, audits, or other information
required for Agreement administration or to meet County, State, federal or other funding source reporting or
auditing requirements are received and approved by COTR or designee. County may also withhold payment if, in
County's opinion, Contractor is in noncompliance with this Agreement.
4.2.9 Interpretation of Claim Provisions. As used in this Article 4, the term "claim" refers to a claim filed pursuant to
San Diego County Code of Administrative Ordinances Article V-A. "Processing and Certification of Routine
Claims." The term "claim" as used in this Article 4 does not refer to a claim filed pursuant to San Diego County
Code of Administrative Ordinances, Article X. "Claims against the County."
4.2.10 Severabilitv Limits. Severability pertains only to those Agreements that originate in one fiscal year and end in
another fiscal year. This Agreement is severable for and limited to the amounts in the attached budget. In no event
shall Contractor exceed the Severability Limits.
4.2.11 Disallowance. In the event Contractor receives payment from County for a service, reimbursement for which is
later disallowed by County or the State, the federal government, or any other funding source, Contractor shall
promptly refund the disallowed amount to County on request, or County may offset the amount disallowed from
any payment due to or to become due to Contractor under this Agreement or any other Agreement. Similarly, a
disallowance under a prior Agreement may be offset against this Agreement.
4.2.12 Partial Payment. If Contractor fails to perform specified services, provide specified products or perform services or
provide products timely and in accordance with specified requirements, Contractor shall be paid only the
reasonable cost for the services performed or products provided for the payment period as determined by the
COTR.
4.2.13 Project Generated Revenue. Project Generated Revenue realized by Contractor in excess of the Agreement budget
shall be utilized in support of the Project.
4.2.13.1 Project Generated Revenue and Expenditures shall be reported at the end of the Agreement period.
4.2.13.2 With COTR approval, Contractor may expend a remaining balance of project generated revenue in the
term of a subsequent County Agreement in support of this Project
4.2.14 Rate of Expense. Contractor shall control its rate of expense in relation to units of service and anticipated revenues.
4.2.15 Contractor shall inform the COTR when it is anticipated that the need for services will exceed the approved service
units and budget; however, Contractor's claim/invoice shall not exceed the approved budget.
4.2.16 Any records of revenues, expenditures and/or clinical records under this Agreement shall be subject to compliance
with federal, State or local laws or regulations and may be audited and/or reviewed by the County and/or the
appropriate federal, State or County agency. In the event of an audit disallowance of any claimed cost which is
subject to compliance with federal, State or local law or regulations, Contractor shall be liable for any costs or lost j
revenue resulting therefrom. 1
ARTICLE 5 I
AGREEMENT ADMINISTRATION )
5.1 County's Agreement Administrator. The Director of Purchasing and Contracting is designated as the Contracting officer j
("Contracting Officer") and is the only County official authorized to make any Changes to this Agreement. The County has J
designated the individual identified on the signature page as the Contracting Officer's Technical Representative ("COTR") j
5.1.1 County's COTR will chair Contractor progress meetings and will coordinate County's Agreement administrative
functions. The COTR is designated to receive and approve Contractor invoices for payment, audit and inspect
records, inspect Contractor services, and provide other technical guidance as required. The COTR is not authorized
to change any terms and conditions of this Agreement. Only the Contracting Officer, by issuing a properly
executed amendment to this Agreement, may make changes to the scope of work or total price.
5.1.2 Notwithstanding any provision of this Agreement to the contrary, County's COTR may make Administrative
Adjustments ("AA") to the Agreement, such as line item budget changes or adjustments to the service
requirements, which do not change the purpose or intent of the Statement of Work, the Terms and Conditions, the
Agreement period or the total Agreement price. Each AA shall be in writing and signed by COTR and Contractor.
All inquiries about such AA will be referred directly to the COTR.
5.2 Agreement Progress Meeting. The COTR and other County personnel, as appropriate, will meet periodically with the
Contractor to review the Agreement performance. At these meetings the COTR will apprise the Contractor of how the County
views the Contractor's performance and the Contractor will apprise the County of problems, if any, being experienced. The
Contractor shall also notify the Contracting Officer (in writing) of any work being performed, if any, that the Contractor
considers being over and above the requirements of the Agreement. Appropriate action shall be taken to resolve outstanding
ps_serv_contract_template.doc Agreement - Page 7 of 18 Revised 6/30/09
City of Carlsbad
COUNTY AGREEMENT NUMBER533561 f
AGREEMENT WITH THE CITY OF CARLSBAD FOR j
SENIOR NUTRITION PROGRAM |
issues. The minutes of these meetings will be reduced to writing and signed by the COTR and the Contractor. Should the J
Contractor not concur with the minutes, the Contractor shall set out in writing any area of disagreement. Appropriate action will ]
be taken to resolve any areas of disagreement
ARTICLE 6
CHANGES
6.1 Contracting Officer. The Contracting Officer may at any time, by a written order, make changes ("Changes"), within the
general scope of this Agreement, in the definition of services to be performed, and the time (i.e.) hours of the day, days of the
week, etc. and place of performance thereof. If any such Change causes an increase or decrease in the cost of, or the time
required for, the performance of any part of the work under this Agreement, whether changed or not changed by such an order,
an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be
modified in writing accordingly. Such changes may require Board of Supervisors approval.
6.2 Claims. Contractor must assert any claim for adjustment under this clause within thirty (30) days from the date of receipt by the
Contractor of the notification of Change; provided, however, that the Contracting Officer, if he decides that the facts justify such
action, may receive and act upon any such claim asserted at any time prior to final payment under this Agreement Where the
cost of property made obsolete or excess as a result of a change is included in the Contractor's claim for adjustment, the
Contracting Officer shall have the right to prescribe the manner of disposition of such property. Failure to agree to any
adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this Agreement entitled
"Disputes" (Article 15). However, nothing in this clause shall excuse the Contractor from proceeding with this Agreement as
changed.
ARTICLE 7
TERMINATION
7.1 Termination For Default. Upon Contractor's breach of this Agreement, County shall have the right to terminate this
Agreement, in whole or part. Prior to termination for default, County will send Contractor written notice specifying the cause.
The notice will give Contractor ten (10) days from the date the notice is issued to cure the default or make progress satisfactory
to County in curing the default, unless a different time is given in the notice. If County determines that the default contributes to
the curtailment of an essential service or poses an immediate threat to life, health or property, County may terminate this
Agreement immediately upon issuing oral or written notice to the Contractor without any prior notice or opportunity to cure. In
the event of termination under this Article, all finished or unfinished documents, and other materials, prepared by Contractor
under this Agreement shall become the sole and exclusive property of County.
In the event of such termination, the County may purchase or obtain the supplies or services elsewhere, and Contractor
shall be liable for the difference between the prices set forth in the terminated order and the actual cost thereof to the
County. The prevailing market price shall be considered the fair repurchase price. Notwithstanding the above, Contractor
shall not be relieved of liability to County for damages sustained by County by virtue of any breach of this Agreement by
Contractor, and County may withhold any reimbursement to Contractor for the purpose of off-setting until such time as the
exact amount of damages due County from Contractor is determined.
If, after notice of termination of this Agreement under the provisions of this clause, it is determined for any reason that the
Contractor was not in default under the provisions of this clause, the rights and obligations of the parties shall, if this
Agreement contains a clause providing for termination for convenience of the County, be the same as if the notice of
termination had been issued pursuant to such clause.
7.2 Damages For Delay. If Contractor refuses or fails to prosecute the work, or any separable part thereof, with such diligence
as shall ensure its completion within the time specified in this Agreement, or any extension thereof, or fails to complete
said work within such time, County will be entitled to the resulting damages caused by the delay. Damages will be the cost
to County incurred as a result of continuing the current level and type of service over that cost that would be incurred had
the Agreement segments been completed by the time frame stipulated and any other damages suffered by County.
7.3 County Exemption From Liability. In the event there is a reduction of funds made available by County to Contractor under
this or subsequent Agreements, the County of San Diego and its Departments, officers and employees shall incur no
liability to Contractor and shall be held harmless from any and all claims, demands, losses, damages, injuries, or liabilities
arising directly or from such action.
7.4 Full Cost Recovery Of Investigation And Audit Costs. Contractor shall reimburse County of San Diego for all direct and
indirect expenditures incurred in conducting an audit/investigation when Contractor is found in violation (material breach)
of the terms of the Agreement. Reimbursement for such costs shall be withheld from any amounts due to Contractor
pursuant to the payment terms of the Agreement, or from any other amounts due to Contractor from County.
ps_serv_contract_template.doc Agreement-Page 8 of 18 Revised 6/30/09
City of Carlsbad
COUNTY AGREEMENT NUMBER533561 |
AGREEMENT WITH THE CITY OF CARLSBAD FOR |
SENIOR NUTRITION PROGRAM |
7.5 Termination For Convenience. The County may, by written notice stating the extent and effective date terminate this j
Agreement for convenience in whole or in part, at any time. The County shall pay the Contractor as full compensation for j
work performed in accordance with the terms of this Contract until such termination: i
7.5.1 The unit or pro rata price for any delivered and accepted portion of the work. -j
7.5.2 A reasonable amount, as costs of termination, not otherwise recoverable from other sources by the Contractor as 1
approved by the County, with respect to the undelivered or unaccepted portion of the order, provided compensation
hereunder shall in no event exceed the total price.
7.5.3 In no event shall the County be liable for any loss of profits on the resulting order or portion thereof so terminated.
7.5.4 County's termination of this Agreement for convenience shall not preclude County from taking any action in law or
equity against Contractor for:
7.5.4.1 Improperly submitted claims, or
7.5.4.2 Any failure to perform the work in accordance with the Statement of Work, or
7.5.4.3 Any breach of any term or condition of the Agreement, or
7.5.4.4 Any actions under any warranty, express or implied, or
7.5.4.5 Any claim of professional negligence, or
7.5.4.6 Any other matter arising from or related to this Agreement, whether known, knowable or unknown
before, during or after the date of termination.
7.6 Suspension Of Work. The Contracting Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or
any part of the work of this contract for the period of time that the Contracting Officer determines appropriate for the
convenience of the Government.
7.7 Remedies Not Exclusive. The rights and remedies of County provided in this article shall not be exclusive and are in
addition to any other rights and remedies provided by law or under resulting order.
ARTICLE 8 1
COMPLIANCE WITH LAWS AND REGULATIONS j
8.1 Conformance With Rules And Regulations. Contractor shall be in conformity with all applicable Federal, State, County, f
and local laws, rules, and regulations, current and hereinafter enacted, including facility and professional licensing and/or ]
certification laws and keep in effect any and all licenses, permits, notices and certificates as are required. Contractor shall j
further comply with all laws applicable to wages and hours of employment, occupational safety, and to fire safety, health 1
and sanitation. I
8.2 Contractor Permits and License. Contractor certifies that it possesses and shall continue to maintain or shall cause to be
obtained and maintained, at no cost to the County, all approvals, permissions, permits, licenses, and other forms of
documentation required for it and its employees to comply with all existing foreign or domestic statutes, ordinances, and
regulations, or other laws, that may be applicable to performance of services hereunder. The County reserves the right to
reasonably request and review all such applications, permits, and licenses prior to the commencement of any services
hereunder.
8.3 Equal Opportunity. Contractor shall comply with the provisions of Title VII of the Civil Rights Act of 1964 in that it will
not discriminate against any individual with respect to his or her compensation, terms, conditions, or privileges of
employment nor shall Contractor discriminate in any way that would deprive or intend to deprive any individual of
employment opportunities or otherwise adversely affect his or her status as an employee because of such individual's race,
color, religion, sex, national origin, age, handicap, medical condition, sexual orientation or marital status.
8.4 Affirmative Action. Each Contractor of services and supplies employing fifteen (15) or more full-time permanent
employees, shall comply with the Affirmative Action Program for Vendors as set forth in Article Illk (commencing at
Section 84^ of the San Diego County Administrative Code, which program is incorporated herein by reference. A copy of
this Affirmative Action Program will be furnished upon request by COTR or from the County of San Diego Internet web-
site (www.co.san-diego.ca.us).
8.5 Non Discrimination. Contractor shall ensure that services and facilities are provided without regard to ethnic group
identification, race, color, nation origin, creed, religion, age, sex, or physical, mental disability, political affiliation and
marital status in accordance with Title IX of the Education Amendments of 1972: Title VII of the Civil Rights Act of 1964
(42 U.S.C. 2000-d), the Age Discrimination of 1975 (42 U.S.C. 6101"). Article 9.5. Chapter 1. Part 1. Division 2. Title 2
(Section 1H35. et seq) of the California Government Code. Title 9. Chapter 4. Subchapter 6 (Section 10800. et seq.) of the
CCR and California Dept of Social Services Manual of Policies and Procedures (CDSS MPP1 Division 21.
ps_serv_contract_template.doc Agreement-Page 9 of 18 Revised 6/30/09
City of Carlsbad
COUNTY AGREEMENT NUMBER533561 f
AGREEMENT WITH THE CITY OF CARLSBAD FOR |
SENIOR NUTRITION PROGRAM 1
8.6 AIDS Discrimination. Contractor shall not deny any person the full and equal enjoyment of, or impose less advantageous |
terms, or restrict the availability of, the use of any County facility or participation in any County funded or supported )
service or program on the grounds that such person has Acquired Immune Deficiency Syndrome, AIDS-related complex j
(ARC), or AIDS-related status (ARS), as those terms are defined in Chapter 1. Section 32.1203. San Diego County Code of j
Regulatory Ordinances. '\
8.7 American With Disabilities Act (ADA) 1990. Contractor shall not discriminate against qualified people with disabilities in 1
employment, public services, transportation, public accommodations and telecommunications services in compliance with j
the Americans with Disabilities Act (ADA) and California Administrative Code Title 24. j
8.8 Political Activities Prohibited. None of the funds, provided directly or indirectly, under this Agreement shall be used for j
any political activities or to further the election or defeat of any candidate for public office. Contractor shall not utilize or j
allow its name to be utilized in any endorsement of any candidate for elected office. Neither the Agreement nor any funds ]
provided thereunder shall be utilized in support of any partisan political activities, or activities for or against the election of j
a candidate for an elected office. jj
8.9 Lobbying. Contractor agrees to comply with the lobbying ordinances of the County and to assure that its officers and {
employees comply before any appearance before the County Board of Supervisors. None of the funds provided under this J
Agreement shall be used for publicity or propaganda purposes designed to support or defeat any legislation pending before 1
State and Federal Legislatures or the Board of Supervisors of the County. I
8.10 Religious Activity Prohibited. There shall be no religious worship, instructions or proselytization as part of or in connec- I
tion with the performance of this Agreement. |
8.11 Drug and Alcohol-Free Workplace. The County of San Diego, in recognition of individual rights to work in a safe, J
healthful and productive work place, has adopted a requirement for a drug and alcohol free work place, County of San !
Diego Drug and Alcohol Use Policy C-25. This policy provides that all County-employed Contractors and Contractor ;f
j
employees shall assist in meeting this requirement. |
8.11.1 As a material condition of this Agreement, the Contractor agrees that the Contractor and the Contractor employees,
while performing service for the County, on County property, or while using County equipment:
8.11.1.1 Shall not be in any way impaired because of being under the influence of alcohol or a drug.
8.11.1.2 Shall not possess an open container of alcohol or consume alcohol or possess or be under the influence of
an illegal drug.
8.11.1.3 Shall not sell, offer, or provide alcohol or a drug to another person; provided, however, that the foregoing
restriction shall not be applicable to a Contractor or Contractor employee who as part of the performance
of normal job duties and responsibilities prescribes or administers medically prescribed drugs.
8.11.2 Contractor shall inform all employees who are performing service for the County on County property or using
County equipment of the County objective of a safe, healthful and productive work place and the prohibition of
drug or alcohol use or impairment from same while performing such service for the County.
8.11.3 The County may terminate for default or breach this Agreement, and any other Agreement the Contractor has with
the County, if the Contractor, or Contractor employees are determined by the Contracting Officer not to be in
compliance with the conditions listed herein.
8.12 Board of Supervisors' Policies. Contractor represents that it is familiar, and shall use its best efforts to comply, with the
following policies of the Board of Supervisors:
8.12.1 Board Policy B-67, which encourages the County's Contractors to offer products made with recycled materials,
reusable products, and products designed to be recycled to the County in response to the County's requirements;
and
8.12.2 Board Policies B-53 and B-39a, which encourage the participation of small and disabled veterans' business
enterprises in County procurements; and
8.12.3 Zero Tolerance For Fraudulent Conduct In County Services. Contractor shall comply with County of San Diego
Board of Supervisors Policy A-120 "Zero Tolerance for Fraudulent Conduct in County Services." There shall be
"Zero Tolerance" for fraud committed by Contractors in the administration of County programs and the provision
of County services. Upon proven instances of fraud committed by independent Contractors in connection with
their performance under the Agreement, said Agreement shall be terminated; and
8.12.4 Interlocking Directorate. In recognition of County Policy A-79, not-for-profit Contractors shall not subcontract
with related for-profit subcontractors for which an interlocking relationship exist unless specifically authorized in
writing by the Board of Supervisors; and
ps_serv_contract_template.doc Agreement-Page 10 of 18 Revised 6/30/09
City of Carlsbad
0
COUNTY AGREEMENT NUMBER533561 ij
AGREEMENT WITH THE CITY OF CARLSBAD FOR J
SENIOR NUTRITION PROGRAM |
8.12.5 Zero Tolerance In Coaching Medi-Cal Or Welfare Clients (Including Undocumented Immigrants). The County of f
San Diego in recognition of its unique geographical location and the utilization of Welfare and Medi-Cal system by j
foreign nationals who are not legal residents of this county or country, has adopted a Zero Tolerance policy and 1
shall aggressively prosecute employees and Contractors who coach Medi-Cal or Welfare clients (including un- f
documented immigrants), to obtain services for which they are not otherwise entitled. -
As a material condition of this Agreement, Contractor agrees that the Contractor and Contractor's employees, while i
performing service for the County, on County property or while using County equipment shall not: f
(a) in any way coach, instruct, advise, or guide any Medi-Cal or Welfare clients or prospective clients who are i
undocumented immigrants on ways to obtain or qualify for Medi-Cal assistance, for which they are not j
otherwise entitled. j
(b) support or provide funds to any organization engaged directly or indirectly in advising undocumented 1
immigrants on ways to obtain or qualify for Medi-Cal assistance, for which they are not otherwise entitled. i
Contractor shall inform all employees that are performing service for the County on County property or using j
County equipment of County's Zero Tolerance Policy as referenced herein. j
County may terminate for default or breach this Agreement and any other Agreement Contractor has with County, ;
if Contractor or Contractor employees are determined not to be in compliance with the conditions stated herein. .!
8.13 Cartwright Act. Following receipt of final payment under the Agreement, Contractor assigns to the County all rights, title j
and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the j
Cartwright act (Chapter 1) (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions J
Code\ arising from purchases of goods, materials, or services by the Contractor for sale to the County under this I
Agreement.
8.14 Hazardous Materials. Contractor shall comply with all Environmental Laws and all other laws, rules, regulations, and i
requirements regarding Hazardous Materials, health and safety, notices, and training. Contractor agrees that it will not i
store any Hazardous Materials at any County Facility for periods in excess of ninety (90) days or in violation of the :]
applicable site storage limitations imposed by Environmental Law. Contractor agrees to take, at its expense, all actions •
necessary to protect third parties, including, without limitation, employees and agents of the County, from any exposure to J
Hazardous Materials generated or utilized in its performance under this Agreement. Contractor agrees to report to the j
appropriate governmental agencies all discharges, releases, and spills of Hazardous Materials that are required to be j
reported by any Environmental Law and to immediately notify the County of it. Contractor shall not be liable to the
County for the County's failure to comply with, or violation of, any Environmental Law. As used in this section, the term
"Environmental Laws" means any and all federal, state or local laws or ordinances, rules, decrees, orders, regulations or
court decisions (including the so-called "common law"), including, but not limited to, the Resource Conservation and
Recovery Act, relating to hazardous substances, hazardous materials, hazardous waste, toxic substances, environmental
conditions or other similar substances or conditions. As used in this section the term "Hazardous Materials" means any
chemical, compound, material, substance or other matter that: (a) is a flammable, explosive, asbestos, radioactive nuclear
medicine, vaccine, bacteria, virus, hazardous waste, toxic, overtly injurious or potentially injurious material, whether
injurious or potentially injurious by itself or in combination with other materials; (b) is controlled, referred to, designated in
or governed by any Environmental Laws; (c) gives rise to any reporting, notice or publication requirements under any
Environmental Laws, or (d) is any other material or substance giving rise to any liability, responsibility or duty upon the
County or Lessee with respect to any third person under any Environmental Laws.
8.15 Debarment And Suspension. As a sub-grantee of federal funds under this Agreement, Contractor certifies that it, its
principals, its employees and its subcontractors:
8.15.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from
covered transactions by any Federal Department or agency;
8.15.2 Have not within a 3-year period preceding this Agreement been convicted of or had a civil judgment rendered
against them for the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain,
or performing a public (Federal, State, or local) transaction; violation of Federal or State anti-trust statutes or
commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false
statements, or receiving stolen property;
8.15.3 Are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State, or
local) with commission of any of the offenses enumerated in the paragraph above; and
8.15.4 Have not within a 3-year period preceding this Agreement had one or more public transaction (Federal, State, or
local) terminated for cause or default,
ps_serv_contract_template.doc Agreement - Page 11 of 18 Revised 600/09
City of Carlsbad
COUNTY AGREEMENT NUMBER533561 I
AGREEMENT WITH THE CITY OF CARLSBAD FOR I
SENIOR NUTRITION PROGRAM !
ARTICLE 9 j
CONFLICTS OF INTEREST; CONTRACTOR'S CONDUCT j
9.1 Conflicts of Interest. Contractor presently has no interest, including but not limited to other projects or independent •}
Agreements, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with f
the performance of services required to be performed under this Agreement. The Contractor shall not employ any person 1
having any such interest in the performance of this Agreement. Contractor shall not hire County's employees to perform j
any portion of the work or services provided for herein including secretarial, clerical and similar incidental services except
upon the written approval of County. Without such written approval, performance of services under this Agreement by
associates or employees of County shall not relieve Contractor from any responsibility under this Agreement.
9.2 Conduct of Contractor: Privileged Information
9.2.1 Contractor shall inform the County of all the Contractor's interests, if any, which are or which the Contractor
believes to be incompatible with any interests of the County.
9.2.2 The Contractor shall not, under circumstances that might reasonably be interpreted as an attempt to influence the
recipient in the conduct of his duties, accept any gratuity or special favor from individuals or organizations with
whom the Contractor is doing business or proposing to do business, in accomplishing the work under this
Agreement. j
9.2.3 Contractor shall not use for personal gain or make other improper use of privileged information, which is acquired ]
in connection with his employment. In this connection, the term "privileged information" includes, but is not f
limited to, unpublished information relating to technological and scientific development; medical, personnel, or j
security records of the individuals; anticipated materials requirements or pricing actions; and knowledge of j
selections of Contractors or subcontractors in advance of official announcement. |
9.2.4 The Contractor, or employees thereof, shall not offer directly or indirectly gifts, gratuity, favors, entertainment, or |
other items of monetary value to an employee or official of the County. |
9.2.5 Referrals. Contractor further covenants that no referrals of clients through Contractor's intake or referral process ]
shall be made to the private practice of any person(s) employed by the Contractor. j
9.3 Prohibited Agreements. As required by Section 67 of the San Diego County Administrative Code. Contractor certifies that f
it is not in violation of the provisions of Section 67, and that Contractor is not, and will not subcontract with, any of the 1
following: }i9.3.1. Persons employed by County or of public agencies for which the Board of Supervisors is the governing body; j
9.3.2 Profit-making firms or businesses hi which employees described in sub-section 9.3.1, above, serve as officers, j
principals, partners, or major shareholders; j
9.3.3 Persons who, within the immediately preceding twelve (12) months came within the provisions of the above sub- j
sections and who (1) were employed in positions of substantial responsibility in the area of service to be performed j
by the Agreement, or (2) participated in any way in developing the Agreement or its service specifications; and {
9.3.4 Profit-making firms or businesses in which the former employees described in sub-section 9.3.3 above, serve as
officers, principals, partners, or major shareholders.
9.4 Limitation Of Future Agreements Or Grants. It is agreed by the parties to the Agreement that Contractor shall be restricted
in its future Contracting with the County to the manner described below. Except as specifically provided in this clause,
Contractor shall be free to compete for business on an equal basis with other companies.
9.4.1 If Contractor, under the terms of the Agreement, or through the performance of tasks pursuant to this Agreement, is
required to develop specifications or statements of work and such specifications or statements of work are to be
incorporated into a solicitation, Contractor shall be ineligible to perform the work described within that solicitation
as a prime or subcontractor under an ensuing County Agreement. It is further agreed, however, that County will
not, as additional work, unilaterally require Contractor to prepare such specifications or statements of work under
this Agreement.
9.4.2 Contractor may not apply for nor accept additional payments for the same services contained in the Statement of
Work.
ARTICLE 10
INDEMNITY AND INSURANCE
10.1 Indemnity. County shall not be liable for, and Contractor shall defend and indemnify County and the employees and agents
of County (collectively "County Parties"), against any and all claims, demands, liability, judgments, awards, fines,
ps_serv_contract_template.doc Agreement-Page 12 of 18 Revised 6/30/09
City of Carlsbad
COUNTY AGREEMENT NUMBER533561 I
AGREEMENT WITH THE CITY OF CARLSBAD FOR I
SENIOR NUTRITION PROGRAM I
mechanics' liens or other liens, labor disputes, losses, damages, expenses, charges or costs of any kind or character, 1
including attorneys' fees and court costs (hereinafter collectively referred to as "Claims"), related to this Agreement and j
arising either directly or indirectly from any act, error, omission or negligence of Contractor or its Contractors, licensees, |
agents, servants or employees, including, without limitation, Claims caused by the concurrent negligent act, error or J
omission, whether active or passive, of County Parties. Contractor shall have no obligation, however, to defend or i
indemnify County Parties from a Claim if it is determined by a court of competent jurisdiction that such Claim was caused
by the sole negligence or willful misconduct of County Parties.
10.2 Insurance. Prior to execution of this Agreement, Contractor must obtain at its own cost and expense, and keep in force and
effect during the term of this Agreement, including all extensions, the insurance specified in Exhibit "B," "Insurance
Requirements," attached hereto.
ARTICLE 11
AUDIT AND INSPECTION OF RECORDS
The County shall have the audit and inspection rights described in this section.
11.1 Audit And Inspection. Contractor agrees to maintain and/or make available within San Diego County accurate books and
accounting records relative to all its activities under this Agreement. Authorized Federal, State or County representatives
shall have the right to monitor, assess, or evaluate Contractor's performance pursuant to this Agreement, said monitoring,
assessments, or evaluations to include but not limited to audits, inspection of premises, reports, and interviews of project
staff and participants.
At any time during normal business hours and as often as County may deem necessary, Contractor shall make available to
County, State or Federal officials for examination all of its records with respect to all matters covered by this Agreement
and will permit County, State or Federal officials to audit, examine and make excerpts or transcripts from such records, and
to make audits of all invoices, materials, payrolls, records of personnel, information regarding clients receiving services,
and other data relating to all matters covered by this Agreement. If an audit is conducted, it will be done in accordance
with generally accepted government auditing standards as described in "Government Auditing Standards," published for
the United States General Accounting Office.
If any services performed hereunder are not in conformity with the specifications and requirements of this Agreement,
County shall have the right to require the Contractor to perform the services in conformity with said specifications and
requirements at no additional increase in total Agreement amount. When the services to be performed are of such nature
that the difference cannot be corrected, County shall have the right to (1) require Contractor immediately to take all
necessary steps to ensure future performance of the services in conformity with requirements of the Agreement, and (2)
reduce the Agreement price to reflect the reduced value of the services performed. In the event Contractor fails to perform
the services promptly or to take necessary steps to ensure future performance of the service in conformity with the specif-
ications and requirements of the Agreement, County shall have the right to either (1) by Agreement or to otherwise have
the services performed in conformity with the Agreement specifications and charge to Contractor any cost occasioned to
County that is directly related to the performance of such services, or (2) terminate this Agreement for default as provided
in the Termination clause.
11.2 Cost or Pricing Data. If the Contractor submitted cost or pricing data in connection with the pricing of this Agreement or
any change or modification thereto, unless such pricing was based on adequate price competition, established catalog or
market prices of commercial items sold in substantial quantities of the general public, or prices set by law or regulation, the
Contracting Officer or his representatives who are employees of the County or its agent shall have the right to examine all
books, records, documents and other data of the Contractor related to the negotiation pricing or performance of such
Agreement, change or modification, for the purpose of evaluating the accuracy, completeness and currency of the cost or
pricing data submitted.
11.3 Availability. The materials described above shall be made available at the office of the Contractor, at all reasonable times,
for inspection, audit or reproduction, until the expiration of three (3) years from the date of final payment under this
Agreement, or by section 11.3.1 and 11.3.2, below:
11.3.1 If this Agreement is completely or partially terminated, the records relating to the work terminated shall be made
available for a period of three (3) years from the date of any resulting final settlement.
11.3.2 Record which relate to appeals under the "Disputes" clause of this Agreement, or litigation or the settlement of
claims arising out of the performance of this Agreement, shall be made available until such appeals, litigation, or
claims have been disposed of, or three years after Agreement completion, whichever is longer. County shall keep
the materials described above confidential unless otherwise required by law.
ps_serv_contract_template.doc Agreement - Page 13 of 18 Revised 6/30/09
City of Carlsbad
COUNTY AGREEMENT NUMBERS33561
AGREEMENT WITH THE CITY OF CARLSBAD FOR
SENIOR NUTRITION PROGRAM
11.4 Subcontract. The Contractor shall insert a clause containing all the provisions of this Article 11 in all subcontract
hereunder except altered as necessary for proper identification of the Contracting parties and the Contracting officer under
the County's prime Agreement.
ARTICLE 12
INSPECTION OF SERVICE
12.1 Subject to Inspection. All performance (including services, materials, supplies and equipment furnished or utilized in the
performance of this Agreement, and workmanship in the performance of services) shall be subject to inspection and test by
the County at all times during the term of this Agreement Contractor shall cooperate with any inspector assigned by the
County to permit the inspector to determine whether Contractor's performance conforms to the requirements of this
Agreement. County shall perform such inspection in a manner as not to unduly interfere with Contractor's performance.
12.2 Specification and Requirements. If any services performed by Contractor do not conform to the specifications and
requirements of this Agreement, County may require Contractor to re-perform the services until they conform to said
specifications and requirements, at no additional cost, and County may withhold payment for such services until Contractor
correctly performs them. When the services to be performed are of such a nature that Contractor's cannot correct its
performance, the County shall have the right to (1) require the Contractor to immediately take all necessary steps to ensure
future performance of services conforms to the requirements of this Agreement, and (2) reduce the Agreement price to
reflect the reduced value of the services received by County. In the event Contractor fails to promptly re-perform the
services or to take necessary steps to ensure that future performance of the service conforms to the specifications and
requirements of this Agreement, the County shall have the right to either (1) without terminating this Agreement, have the
services performed, by Agreement or otherwise, in conformance with the specifications of this Agreement, and charge
Contractor, and/or withhold from payments due to Contractor, any costs incurred by County that are directly related to the
performance of such services, or (2) terminate this Agreement for default.
ARTICLE 13
USE OF DOCUMENTS AND REPORTS
13.1 Findings Confidential. Any reports, information, data, etc., given to or prepared or assembled by Contractor under this
Agreement which the County requests to be kept as confidential shall not be made available to any individual or
organization by the Contractor without the prior written approval of the County.
13.2 Ownership. Publication. Reproduction And Use Of Material. All reports, studies, information, data, statistics, forms,
designs, plans, procedures, systems, and any other material or properties produced under this Agreement shall be the sole
and exclusive property of County. No such materials or properties produced in whole or in part under this Agreement shall
be subject to private use, copyright or patent right by Contractor in the United States or in any other country without the
express written consent of County. County shall have unrestricted authority to publish, disclose, distribute and otherwise
use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties
produced under this Agreement.
13.3 Confidentiality. County and Contractor agree to maintain confidentiality and take industry appropriate and legally required
measures to protect the confidentiality of any information regarding applicants, project participants or their immediate
families which may be obtained through application forms, interviews, tests, reports, from public agencies or counselors or
any other source. Without the written permission of the applicant or participant, such information shall be divulged only as
necessary for purposes related to the audit and evaluation of the Agreement and then only to persons having responsibilities
under the Agreement, including those furnishing services to Project under subcontract. County and Contractor agree that
all information and records obtained in the course of providing services to project clients shall be subject to confidentiality
and disclosure provisions of applicable Federal and State statutes and regulations adopted pursuant thereto. However, at
County's request, Contractor shall permit County access to all records and information regarding the project and
confidentiality shall not be a bar to County's access to all records and information. Contractor shall take industry
appropriate and legally required measures to safeguard information regarding applicants, project participants or their
immediate families including, but not limited to, the transfer of this information electronically or in hard copy format,
verbal transfer of information, and staff training and monitoring regarding safeguards. Contractor shall evaluate their
internal processes and practices for areas of potential vulnerability and take actions to put controls in place. Examples for
management of confidential information can be found at www.cosdcompliance.org.
13.4 Maintenance Of Records. Contractor shall maintain and keep available all records within the County of San Diego for a
minimum of three (3) years from the ending date of this Agreement unless County agrees in writing to an earlier
disposition.
13.5 Custody Of Records. County, at its option, may take custody of Contractor's client records upon Agreement termination or
at such other time as County may deem necessary. County agrees that such custody will conform to applicable confiden-
ps_serv_contract_template.doc Agreement - Page 14 of 18 Revised 6GO/09
City of Carlsbad
COUNTY AGREEMENT NUMBER533561 j
AGREEMENT WITH THE CITY OF CARLSBAD FOR |
SENIOR NUTRITION PROGRAM j
tiality provisions of State and Federal law. Said records shall be kept by County in an accessible location within San Diego |
County and shall be available to Contractor for examination and inspection. 1
13.6 Audit Requirement. Contractor shall annually engage a Licensed Certified Public Accountant to conduct an annual audit of |
their agency's operations. Contractors that expend $500,000 or more of federal grant funds per year shall also have an 1
audit conducted in compliance with Government Auditing Standards, which includes Single Audit Act Amendments. I
Public Law 104-156. and OMB Circular A-133. Contractor shall include a clause in any Agreement or Agreement j
Contractor enters into with an audit firm to provide access by the County, State, Federal Government to the working papers 1
of the independent auditor who prepare the audit for Contractor. Contractor shall submit two (2) copies of the annual audit j
report, the audit performed in accordance with OMB Circular A-133. and the management letter'to the County fifteen (15) J
days after receipt from the independent Certified Public Accountant but no later than nine (9) months after the Contractor's I
fiscal year end. i
13.7 Reports. Contractor shall submit reports required in Exhibit A and additional reports as may be requested by the COTR 1
and agreed to by the Contractor. Format for the content of such reports may be developed by County. The timely I
submission of these reports is a necessary and material term and condition of this Agreement, and Contractor agrees that j
failure to meet specified deadlines will be sufficient cause to withhold payment. Contractor shall submit to County within |
thirty (30) days of the termination of this Agreement a report detailing all work done pursuant to this Agreement by j
Contractor. j
13.8 Evaluation Studies. Contractor shall participate as requested by the County in research and/or evaluative studies designed -j
to show the effectiveness and/or efficiency of Contractor services or to provide information about Contractor's project. !
ARTICLE 14 1
(RESERVED)
ARTICLE IS
DISPUTES I
Notwithstanding any provision of this Agreement to the contrary, the Contracting Officer shall decide any dispute concerning a f
question of fact arising out of this Agreement that is not otherwise disposed of by the parties within a reasonable period of time. j
The decision of the Contracting Officer shall be final and conclusive unless determined by a court of competent jurisdiction to f
have been fraudulent, capricious, arbitrary or so grossly erroneous as necessarily to imply bad faith. Contractor shall proceed j
diligently with its performance hereunder pending resolution by the Contracting Officer of any such dispute. Nothing herein shall \
be construed as granting the Contracting Officer or any other administrative official, representative or board authority to decide j
questions of law, or issues regarding the medical necessity of treatment or to pre-empt any medical practitioners' judgment |
regarding the medical necessity of treatment of patients in their care. The foregoing does not change the County's ability to refuse j
to pay for services rendered if they dispute the medical necessity of care. J
ARTICLE 16 1
GENERAL PROVISIONS
16.1 Assignment and Subcontracting. Contractor shall not assign any interest in this Agreement, and shall not transfer any
interest in the same (whether by assignment or novation), without the prior written consent of the County; County's
consent shall not be unreasonably withheld.. The Contractor shall make no Agreement with any party for furnishing any of
the work or services herein contained without the prior written consent of the COTR, pursuant to Paragraph 1.4.
16.2 Contingency. This Agreement shall bind the County only following its approval by the Board of Supervisors or when
signed by the Purchasing and Contracting Director.
16.3 Entire Agreement. This Agreement, together with all Sections attached hereto and other agreements expressly referred to
herein, constitute the entire agreement between the parties with respect to the subject matter contained herein. All prior or
contemporaneous agreements, understandings, representations, warranties and statements, oral or written, including any
proposals from Contractor and requests for proposals from County, are superseded.
16.4 Sections and Exhibits. All sections and exhibits referred to herein are attached hereto and incorporated by reference.
16.5 Further Assurances. Parties agree to perform such further acts and to execute and deliver such additional documents and
instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the
parties.
16.6 Governing Law. This Agreement shall be governed, interpreted, construed and enforced in accordance with the laws of the
State of California.
ps_serv_contract_template.doc Agreement - Page 15 of 18 Revised 6/30/09
City of Carlsbad
COUNTY AGREEMENT NUMBER533561
AGREEMENT WITH THE CITY OF CARLSBAD FOR
SENIOR NUTRITION PROGRAM
16.7 Headings. The Article captions, Clause and Section headings used in this Agreement are inserted for convenience of
reference only and are not intended to define, limit or affect the construction or interpretation of any term or provision I
hereof. 1
16.8 Modification Waiver. Except as otherwise provided in Article 6, "Changes," above, no modification, waiver, amendment j
or discharge of this Agreement shall be valid unless the same is in writing and signed by both parties. 1
16.9 Neither Party Considered Drafter. Despite the possibility that one party may have prepared the initial draft of this |
Agreement or played the greater role in the physical preparation of subsequent drafts, neither party shall be deemed the I
drafter of this Agreement and that, in construing this Agreement in case of any claim that any provision hereof may be I
ambiguous, no such provision shall be construed in favor of one party on the ground that such provision was drafted by the j
other. {
16.10 No Other Inducement. The making, execution and delivery of this Agreement by the parties hereto has been induced by no i
representations, statements, warranties or agreements other than those expressed herein. I
16.11 Notices. Notice to either party shall be in writing and either personally delivered or sent by certified mail, postage prepaid, ;
return receipt requested, addressed to the party to be notified at the address specified herein. Any such notice shall be j
deemed received on the date of personal delivery to the party (or such party's authorized representative) or three (3) 1
business days after deposit in the U.S. Mail, as the case may be to the COTR and Contractor's Representative identified on 3
the signature page. f
16.12 Severabilitv. If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise |
unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected i]
thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest j
extent permitted by law. j
16.13 Successors. Subject to the limitations on assignment set forth in Clause 16.1 above, all terms of this Agreement shall be f
binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, legal 1
representatives, successors, and assigns. j
16.14 Time. Time is of the essence of each provision of this Agreement. f
16.15 Time Period Computation. All periods of time referred to in this Agreement shall include all Saturdays, Sundays and state '
or national holidays, unless the period of time specifies business days, provided that if the date or last date to perform any j
act or give any notice or approval shall fall on a Saturday, Sunday or State or national holiday, such act or notice may be ]
timely performed or given on the next succeeding day which is not a Saturday, Sunday or State or national holiday. :j
i
16.16 Waiver. The waiver by one party of the performance of any term, provision, covenant or condition shall not invalidate this I
Agreement, nor shall it be considered as a waiver by such party of any other term, provision, covenant or condition. Delay I
by any party in pursuing any remedy or in insisting upon full performance for any breach or failure of any term, provision, j
covenant or condition shall not prevent such party from later pursuing remedies or insisting upon full performance for the j
same or any similar breach or failure. ;
16.17 Third Party Beneficiaries Excluded. This agreement is intended solely for the benefit of the County and its Contractor. !
Any benefit to any third party is incidental and does not confer on any third party to this Agreement any rights whatsoever j
regarding the performance of this Agreement. Any attempt to enforce provisions of this Agreement by third parties is j
specifically prohibited. j
"j
16.18 Publicity Announcements and Materials. All public announcements, including those issued on Contractor letterhead, and j
materials distributed to the community shall identify the County of San Diego as the funding source for Contracted 1
programs identified in this Agreement. Copies of publicity materials related to Contracted programs identified in this |
Agreement shall be filed with the COTR. County shall be advised at least twenty four (24) hours in advance of all locally j
generated press releases and media events regarding Contracted services identified in this Agreement. j
16.19 Critical Incidents. Contractor shall have written plans or protocols and provide employee training for handling critical
incidents involving instances of violence or threat of violence directed toward staff or clients, breach of confidentiality,
fraud, unethical conduct, or instances of staff or client drug and/or alcohol use at the program. Contractor shall report all
such incidents to the COTR within one work day of their occurrence.
16.20 Responsiveness to Community Concerns. Contractor shall notify County within forty eight (48) hours of receipt of any
material complaints including but not limited to complaints referring to issues of abuse or quality of care, submitted to
Contractor verbally or in writing, regarding the operation of Contractor's program or facility under this agreement
Contractor shall take appropriate steps to acknowledge receipt of said complaint(s) from individuals or organizations.
ps_scrv_contract_template.doc Agreement - Page 16 of 18 Revised 6/30/09
City of Carlsbad
COUNTY AGREEMENT NUMBER533561 1
AGREEMENT WITH THE CITY OF CARLSBAD FOR 1
SENIOR NUTRITION PROGRAM J
Contractor shall take appropriate steps to utilize appropriate forums to address or resolve any such complaints received. f
Nothing in this provision shall be interpreted to preclude Contractor from engaging in any legally authorized use of its |
facility, property or business as approved, permitted or licensed by the applicable authority. 3
16.21 Criminal Background Check Requirements, Contractor shall ensure that criminal background checks are required and |
completed prior to employment or placement of contractor staff and volunteers in compliance with any licensing, J
certification, or funding requirements, which may be higher than the minimum standard described herein. At a minimum, |
background checks shall be in compliance with Board of Supervisors policy C-28 and are required for any contractor staff j
or volunteer assigned to sensitive positions funded by this contract. Sensitive positions are those that: (1) physically ]
supervise minors or vulnerable adults; (2) have unsupervised physical contact with minors or vulnerable adults; and/or (3) ]
have a fiduciary responsibility to any County client, or direct access to, or control over, bank accounts or accounts with \
financial institutions of any client.
16.21.1 Criminal Background Check. Contractor shall have a documented process to review criminal history of
candidates for employment or volunteers under this Agreement that will be in sensitive positions as defined in
paragraph 16.21.4. At a minimum, Contractor shall check the California criminal history records, or state of
residence for out-of-state candidates. Contractor shall review the information and determine if criminal history
demonstrates behavior that could create an increased risk of harm to clients. Contractor shall document review of
criminal background findings and consideration of criminal history hi the selection of a candidate. (Example:
Documented consideration of factors such as: If there is a conviction in the criminal history, how long ago did it
occur? What were the charges? What was the individual convicted of and what was the level of conviction? If
selected, where would the individual work and is the conviction relevant to the position?).
16.21.2 Contractor shall either utilize a subsequent arrest notification service during employee or volunteers' tenure or
check California criminal history annually.
16.21.3 Contractor shall keep the documentation of their review and consideration of the individual's criminal history on
file in accordance with paragraph 13.4 "Maintenance of Records."
16.21.4 Definitions
A. Activities of Daily Living: The basic tasks of everyday life, such as eating, bathing, dressing, toileting, and
transferring.
B. Minor: Individuals under the age of eighteen (18) years old.
C. Sensitive Position: A job with responsibilities that can be criminally abused at great harm to the contract or
the clients served. All positions that (1) physically supervise minors or vulnerable adults, (2) have
unsupervised physical contact with minors or vulnerable adults, or (3) have fiduciary responsibility to a
County client or direct access to, or control over client bank accounts, or serve in a financial capacity to the
County client
D. Vulnerable Adult: (1) Individuals age eighteen (18) years or older, who require assistance with activities of
daily living and who may be put at risk of abuse during service provision; (2) Individuals age eighteen (18)
years or older who have a permanent or temporary limited physical and/or mental capacity that which may
put them at risk of abuse during service provision because it renders them: unable to make decisions for
themselves, unable to physically defend themselves, or unaware of physical abuse or other harm that could
be perpetrated against them.
E. Volunteer: A person who performs a service willingly and without pay.
16.22 Health Insurance. Contractor shall ask any client who is a parent or guardian of any minor(s), if all the minors for whom
they are responsible have health insurance coverage. If the response for any child is "no" Contractor shall provide the
client with County provided referral information.
ps_serv_eontract_template.doc Agreement - Page 17 of 18 Revised 6/30/09
City of Carlsbad
COUNTY CONTRACT NUMBER 533561
COUNTY OF SAN DIEGO, HEALTH AND HUMAN SERVICES AGENCY
AGREEMENT WITH CITY OF CARLSBAD FOR
SENIOR NUTRITION PROGRAM j
EXHIBIT A - PERFORMANCE WORK STATEMENT f''~~'''"~'*
1. Scope of Work/Purpose 1
Contractor shall provide nutritionally-sound meals and support services to individuals sixty (60) years old and j
older living throughout San Diego County. The meals shall be provided in two (2) settings: congregate (group f
setting) at Senior Dining Centers, and home delivery to frail seniors. Contractor shall provide or arrange j
transportation to and from Senior Dining Centers. There is no charge to the senior for these services, but j
Contractor shall provide the opportunity for the senior to make a contribution. Priority shall be given to serving '
persons with the greatest economic or social needs, in particular low-income minority individuals.
2. Background Information
The Senior Nutrition Program, which began in the County of San Diego in 1975, is funded through Title HI of the
Older Americans Act, a federal program administered by state and county governments and operated under rules,
policies, and regulations of the California Department of Aging (CDA). Aging & Independence Services (AIS)
oversees this program for the County of San Diego. Nutrition services assist older individuals to live
independently by promoting better health and reduced isolation through a program of coordinated congregate
meal, home-delivered meal, and supportive services. Various contractors provide lunch for seniors at several sites
throughout the county, and many contractors also provide home-delivered meals. Breakfast is also provided at J
some sites. I
3. Goal j
3.1 Contractor shall provide the services described herein to accomplish the following goals: |I
3.1.1 Assist individuals sixty (60) years and older to live independently because of better health and j
reduced isolation as a result of the Senior Nutrition Program, a program of coordinated congregate f-
meals, home-delivered meals, and referrals to appropriate supportive services. S
I
4. Deliverables . j
4.1 Congregate Meals. Contractor shall provide the maximum number of meals annually, pursuant to Exhibit C, j
to seniors in a congregate setting a minimum of five (5) days per week. The number of meals shall be based j
upon historical actuals and shall not exceed the annual amount without prior County approval. j
4.1.1 Contractor shall complete an assessment to determine the eligibility of participants. All assessments j
shall be made available to the Contracting Officer's Technical Representative (COTR) upon request. )
4.1.2 Contractor shall complete a reassessment of the participant's need on an annual basis prior to or on
the date of the original assessment. All reassessments shall be made available to the Contracting j
Officer's Technical Representative (COTR) upon request. I
4.1.3 Contractor shall have a paid staff member or a trained volunteer responsible for the day-to-day j
activities at each site, and be physically on site during the time nutrition program activities are
taking place.
4.1.4 Contractor shall ensure that each site has equipment, including tables and chairs, which are sturdy
and appropriate for older individuals.
4.1.5 Each meal shall contain at least one-third (1/3) of the current daily recommended dietary allowance
as established by the Food and Nutrition Board, National Academy of Sciences
(http://www.iom.edu/CMS/3788.aspx). and shall comply with the most current Dietary Guidelines
for Americans fhttp://healtfa.gov/DietaryGuidelines/) established by the US Department of
Agriculture and the US Department of Health and Human Services.
4.2 Home-Delivered Meals. Contractor shall provide the maximum number of home-delivered meals annually,
pursuant to Exhibit C, to seniors a minimum of five (5) days per week.
Exhibit A - Performance Work Statement Page 1 of 7 Contract # 533561
City of Carlsbad
. s
I
COUNTY CONTRACT NUMBER 533561 I
COUNTY OF SAN DIEGO, HEALTH AND HUMAN SERVICES AGENCY j
AGREEMENT WITH CITY OF CARLSBAD FOR I
SENIOR NUTRITION PROGRAM j
EXHIBIT A - PERFORMANCE WORK STATEMENT |
14.2.1 Contractor shall assess the level of need for home-delivered nutrition services of each eligible 1
participant. ]
4.2.1.1 The initial assessment may be conducted by telephone. f
4.2.1.2 A written assessment shall be conducted in the participant's home within two (2) weeks of j
initiation of services, and shall include an assessment of the type of meal that is !
appropriate for the participant in their living environment. ji
4.2.1.3 A reassessment of the participant's need shall be completed quarterly and a reassessment i
in the participant's home shall be conducted at least every other quarter. ]
4.2.1.4 All assessments shall be made available to COTR upon request. i
4.2.2 Contractor shall provide written instructions for handling and re-heating of the meal in the language j
of the participant receiving the meal. 1
4.2.3 Each meal shall contain at least one third (1/3) of the current daily recommended dietary allowance I
as established by the Food and Nutrition Board, National Academy of Sciences, and shall comply 3
with the most current Dietary Guidelines for Americans established by the US Department of I
Agriculture and the US Department of Health and Human Services. I
4.3 Transportation. Contractor shall provide units of transportation annually, pursuant to Exhibit C, to eligible |
program participants. Contractor shall count each trip to and from Senior Dining Centers as a one-way trip. |
4.3.1 Contractor's staff and/or volunteers providing transportation services shall possess a current and j
valid driving license issued by the State of California, and Contractor shall maintain a copy(ies) of |.
said licenses on site for review by COTR. !
4.4 Nutrition Education. Contractor shall provide the County-approved units of nutrition education a minimum j
of four (4) times per contract year to participants in each of Contractor's congregate and home-delivered j
meal program.
4.4.1 Nutrition education should include teaching participants regarding making smart food choices, and
balancing food and physical activity to increase chances for a healthy life based on the 2005 Dietary
Guidelines for Americans
fhttp://www.health.gov/DietaryGuidelines/dga2005/document/default.htm').
4.4.2 The County contractor for registered dietician services shall provide input, review, and approve
Contractor's nutrition education content prior to presentation.
4.4.3 Contractor shall develop an annual nutrition education plan which shall be implemented, monitored,
and kept on file.
4.5 Contractor shall provide County supplied Food Stamps program information to all senior nutrition clients.
4.6 Contractor shall establish a plan to serve older individuals with the greatest economic and social need. The
Older Americans Act defines older individuals in the greatest economic need as any person sixty (60) years
or older whose need results from an income level at or below the poverty line as defined by the Federal
Bureau of the Census (http://www.census.govA) and greatest social need as physical and mental disabilities,
language barriers, and cultural, social, or geographical isolation, including isolation caused by racial or
ethnic status, that restricts the ability of an individual to perform normal daily tasks; or threatens the capacity
of the individual to live independently. Contractor's plan shall be submitted to County no later than thirty
(30) days after award of contract.
Exhibit A-Performance Work Statement Page 2 of 7 Contract # 533561
City of Carlsbad
COUNTY CONTRACT NUMBER 533561
COUNTY OF SAN DIEGO, HEALTH AND HUMAN SERVICES AGENCY
AGREEMENT WITH CITY OF CARLSBAD FOR
SENIOR NUTRITION PROGRAM
EXHIBIT A - PERFORMANCE WORK STATEMENT
5. Target Population and Geographic Service Area
Contractor shall provide services to individuals sixty (60) years old and older living throughout the County of San
Diego. Priority shall be given to serving persons with the greatest economic or social needs, in particular low-
income minority individuals.
5.1 Dining Site Locations, days of service, hours of service and type(s) of meals served (breakfast, lunch or
dinner)
5.1.1 Carlsbad Senior Center, 799 Pine Ave., Carlsbad, CA, 92008, Monday through Friday, 8:00 AM to
1:00 PM, lunch.
6. Payment for Services
6.1 Contractor shall submit a monthly claim for the actual service deliverables (including data pursuant to
paragraph 7.8 below) for the prior month to the COTR by the fifteenth (15*) of the following month.
6.1.1 Claims and data not submitted by the fifteenth (15th) of the month will not be processed for payment
until all required information is submitted. |
6.2 Funding Components: Fiscal Terms and Conditions. The Senior Nutrition Program is funded by the I
following components and follow the fiscal terms and conditions listed below: j
6.2.1 California Department of Aging (CDA) Title III Allocation. This funding is allocated as follows: |
6.2.1.1 State of California C-l Funding Stream. This is the fixed supplemental rate dollar amount I
for a portion of Contractor's congregate meals costs. Payments are monthly f
compensation payments to Contractor for the provision of congregate meals according to r
Exhibit A, Performance Work Statement. \
6.2.1.2 State of California C-2 Funding Stream. This is the fixed supplemental rate dollar amount j
for a portion of Contractor's home-delivered meal costs. Payments are monthly I
compensation payments to Contractor for the provision of home-delivered meals )
according to Exhibit A, Performance Work Statement. 1
I
6.2.1.3 State of California B Funding Stream. This is the fixed supplemental rate dollar amount
for a portion of Contractor's transportation costs Payments are monthly compensation
payments to Contractor for the provision of transportation (one-way trips) services
according to Exhibit A, Performance Work Statement.
6.2.2 Nutrition Services Incentive Program (NSIP). This is the fixed supplemental rate dollar amount for
incentive payments from the NSIP. NSIP payments are monthly incentives based on Contractor's
on-going high achievement based on the number of meals (C-l and C-2) served during the prior
contract year. This amount will be determined annually by the County, based on funds received
from the State and Contractor's prior year's performance (i.e. meals served), NSIP funds shall be
used to purchase food to be used in the Senior Nutrition Program and not to meet cost sharing or to
match funds for any other federal program.
6.2.3 One-Time-Only (OTO) Allocation. OTO allocations are one-time annual monetary awards for
designated goods or services related to C-l, C-2 or B Programs, which are directly related to the
Senior Nutrition Program, based on special cost reimbursement requests from Contractor. OTO
awards are based on funds received from the State of California, and must be approved in advance
by the County. Contractor shall procure the goods or services by utilizing competitive measures,
and provide documentation of receiving three (3) or more quotes to substantiate fair and reasonable
pricing. County will reimburse costs upon submission of receipts with the invoice in the month
following the month in which the expenditure(s) occurred.
Exhibit A - Performance Work Statement Page 3 of 7 Contract # 533561
City of Carlsbad
31
COUNTY CONTRACT NUMBER 533561
COUNTY OF SAN DIEGO, HEALTH AND HUMAN SERVICES AGENCY
AGREEMENT WITH CITY OF CARLSBAD FOR 1
EXHIBIT A - PERFORMANCE WORK STATEMENT
SENIOR NUTRITION PROGRAM ,
6.2.4 Contractor's program income, which is participant donations/contributions and guest fees.
6.2.5 Contractor's other revenue, such as fundraising.
Said compensation is not designed to fully fund the Senior Nutrition Program. The fixed supplement rates
are determined to offset the cost of providing services based on and subject to availability of funds from the
State of California, California Department of Aging (CDA).
The County shall have the authority to increase or reduce the contract compensation, via the issuance of a
Unilateral Amendment, signed by the County's Director of Purchasing and Contracting, as required to
execute 6.2.2 and 6.2.3 above.
7. General Requirements for Service Delivery
7.1 Contractor's services shall be based upon the California Code of Regulations, Title 22, Division 1.8, Chapter
4, Article 5 (http://ccr.oal.ca.gov/linkedslice/default.asp?SP=CCR-1000&Action=Welcome). the California
Retail Food Code (CRFC) (http://www.aging.ca.gov/aaa/guidance/california food retail code.pdf). and the f
Occupational Safety and Health Administration (QSHA) (http://www.osha.govA. Additionally, a valid j
health permit from the County of San Diego, Department of Environmental Health for all food production I
sites and sub-contracted caterers is required. 1
7.2 Contractor shall ensure that the facilities in which the meals will be served shall be accessible via public |
transportation, if available, and shall comply with the requirements of the Americans with Disabilities Act |
(ADA) (http://www.ada.govA. and Title 24 of the California Code of Regulations. All Contractor facilities ]
are subject to inspection and approval. T
7.3 Performance Expectations. Contractor shall maintain one hundred percent (100%) compliance with service j
levels stated in this Agreement. A Corrective Action Plan is require to be submitted by Contractor if .1
Contractor falls below ninety five percent (95%) of the service levels. Service levels shall be reviewed 1
monthly, quarterly, and annually by Contractor and County staff. Failure to bring service levels up to the j
contracted levels may result in re-negotiation of the contracted service levels or termination of the contract. |
The budget level will be revised to be commensurate with the lower level of service(s). j
7.4 Reference to AIS. All printed materials, publicity, and media outreach prepared or conducted by Contractor |
shall include a reference to Aging & Independence Services as a funding source. Copies of publicity ]
materials related to programs identified in this contract shall be filed with Aging & Independence Services j
Contract Operations. I
7.5 Equipment Documentation. Contractor shall document, in writing, the need for purchasing equipment and j
provide at least three (3) estimates per item requested. Written documentation must demonstrate a direct j
relationship between the goals, objectives and specific requirements for service delivery and the equipment |
to be purchased. In the case of automation equipment, Contractor must demonstrate that the equipment and j
related software to be purchased will meet County of San Diego/Health and Human Services Agency/Aging j
& Independence Services requirements and standards. j
7.6 Match. Contractor is required to provide a minimum of a fifteen percent (15%) match for program costs in
cash or in-kind income.
Exhibit A-Performance Work Statement Page 4 of 7 Contract* 533561
City of Carlsbad
COUNTY CONTRACT NUMBER 533561
COUNTY OF SAN DIEGO, HEALTH AND HUMAN SERVICES AGENCY
AGREEMENT WITH CITY OF CARLSBAD FOR
SENIOR NUTRITION PROGRAM
EXHIBIT A - PERFORMANCE WORK STATEMENT
7.7 Cultural Competence and Diversity. Contractor shall support the County of San Diego, the Health and
Human Services Agency, and Aging & Independence Services through organizational and systematic
practices demonstrating cultural competence and diversity. A set of congruent behaviors, attitudes and
policies for programs and systems shall be adopted that enable people to work effectively in cross-cultural
situations. All services provided shall be oriented to meet the unique linguistic and cultural needs of the
diverse clients to be served.
8. Specific Requirements for Service Delivery |
8.1 There are three (3) major program components of the Senior Nutrition Program: food service, support j
services, and the advisory role of participants: j
8.1.1 Food Service. Contractor shall provide a hot or other appropriate meal that meets minimum |
nutrition requirements, served a minimum of five (5) or more days a week in a congregate setting. J
Meals to participants who are homebound must be made available every day of the year although
frozen meals for the weekend or holidays may be delivered during the week (see above for Title 22
link). Meals shall be prepared, served and delivered in a manner which complies with local public |
health laws and regulations. |
8.1.2 Support Services. Contractor shall conduct outreach activities to ensure participation of eligible j
older persons, particularly those in greatest economic or social need; must develop or maintain j
coordination with other social services agencies; and plan.for and provide nutrition education .[
services. |
8.1.3 Advisory Role of Participants. Contractor shall have procedures for obtaining the views of j
participants regarding the services they receive. This shall be implemented through the |
establishment of a Program Council or other advisory body of participants approved by Aging & j
Independence Services. j
8.2 Staffing/Administration. Contractor shall maintain an adequate number of qualified persons to assure the j
satisfactory implementation of: program leadership; program planning; provision of nutrition services; j
outreach and other services; volunteer activities; financial and contract management; and data collection for |
required federal, state and county reports and records. Notification of program changes must be made to the j
County within seventy two (72) hours when said changes will affect the delivery of services to the j
participants. Example of such situations may be staff changes, site closures (temporary or permanent) and
vehicle incidents.
8.3 Meal Contributions by Eligible Participants. Eligible persons receiving nutrition services shall be given the
opportunity to contribute to the costs of the service provided and shall determine for themselves what they
are able to contribute. Contractor shall not deny services to any person because of failure to contribute.
Methods to receive contributions shall ensure anonymity. Contractor shall encourage participants to
contribute towards the cost of the meal and shall suggest a minimum amount. The minimum suggested
donation shall be developed with input from the Program Council or other advisory body of participants. A
suggested contribution schedule may be developed, considering the income ranges of older persons in the
community. Contribution schedules shall not be used as a "means" test to determine eligibility.
8.3.1 Contractor shall establish written procedures to protect contributions and fees from loss,
mishandling, and theft. Such procedures shall be kept on file at Contractor's site.
8.3.2 Contributions are considered program income and shall be used to increase the number of meals
served.
Exhibit A - Performance Work Statement Page 5 of 7 Contract # 533561
City of Carlsbad
COUNTY CONTRACT NUMBER 533561
COUNTY OF SAN DIEGO, HEALTH AND HUMAN SERVICES AGENCY
AGREEMENT WITH CITY OF CARLSBAD FOR
SENIOR NUTRITION PROGRAM
EXHIBIT A - PERFORMANCE WORK STATEMENT |
8.4 Meal Charges for Staff and Guest under Sixty (60) Years of Age. Contractor may serve meals to staff and 1
guests under sixty (60) years of age if doing so will not deprive an eligible participant of a meal. These |
individuals shall pay at least the full cost of the meal. |
8.4.1 Charges for meals are considered program income and shall be used to increase the number of meals
served.
8.5 Records. Reports and Distribution Information. Contractor shall maintain a system for the collection of data
that will accurately reflect the Contractor's program and financial operations, will meet requirements with
respect to confidentiality, and fulfill the information required by this contract.
8.6 Holidays. A maximum of twelve (12) recognized holiday closings will be allowed per year. These holidays
must be submitted in advance to the COTR at the beginning of each fiscal year. Exceptions will be handled
on a case-by-case basis.
8.6.1 If more than twelve (12) holiday closings are taken, Contractor must make up the days lost.
8.7 Data Collection and Reporting i|
8.7.1 Contractor shall utilize the AlS-identified Automated Data Collection System to: f
8.7.1.1 Register and maintain all client demographic and assessment data for all active clients j
within each fiscal year, |
8.7.1.2 Track and report all service unit delivery data (via bar-coding and manual data entry)
within each fiscal year, and
8.7.2 Contractor shall maintain and report accurate, daily meal counts, nutrition education and f
transportation units in the County-identified Automated Data Collection System. j
8.7.3 Contractor shall submit monthly summary reports of the information listed above in 8.7 and claims j
to AIS Contract Operations by fifteenth (15 ) of month following the month is which the services f
were provided. Claims will be paid upon successful determination of reconciled data as mentioned j
in paragraphs 8.7.1 and 8.7.2 above. |
8.7.4 Contractor shall submit a completed report of actual costs expended for each service category at the j
end of each contract fiscal year for the term of the contract, as requested by the County, in the form j
and format as provided by AIS. i
8.8 Customer Satisfaction Survey. Contractor shall annually obtain the views of participants regarding the j
services received through the development and utilization of a customer satisfaction survey which to be pre- j
approved by the County. j
8.8.1 Contractor shall provide a summary report of the results of the satisfaction survey to the COTR by j
the fifteenth (15th) of the month following the completion of the survey cycle. I
8.8.2 Contractor shall achieve an overall "very satisfied" or "somewhat satisfied" rating from a minimum j
of ninety percent (90%) of clients with each Customer Satisfaction Survey. Contractor shall ]
incrementally improve service each year to achieve this rating. j
8.8.3 Contractor shall make all survey results available to COTR upon request. j
9. Disaster Preparedness
9.1 As a provider of critical services to seniors and persons with a disability during a disaster, Contractor shall:
9.1.1 Establish and maintain a disaster plan to ensure preparedness and the ability to continue to deliver
services during and post-disaster.
Exhibit A - Performance Work Statement Page 6 of 7 Contract # 533561
City of Carlsbad
COUNTY CONTRACT NUMBER 533561
COUNTY OF SAN DIEGO, HEALTH AND HUMAN SERVICES AGENCY
AGREEMENT WITH CITY OF CARLSBAD FOR
SENIOR NUTRITION PROGRAM
EXHIBIT A - PERFORMANCE WORK STATEMENT
9.1.2 Provide the County with the following:
9.1.2.1 Primary and secondary emergency contact phone numbers
9.1.2.2 Status updates, upon request, during and post-disaster, including the following at a
minimum:
9.1.2.2.1 Operability of sites and/or services
9.1.2.2.2 Services provided to the target population
9.1.2.2.3 Service capacity
Exhibit A - Performance Work Statement
City of Carlsbad
Page 7 of7 Contract #533561
COUNTY CONTRACT NUMBER 533561 j
COUNTY OF SAN DIEGO, HEALTH AND HUMAN SERVICES AGENCY
AGREEMENT WITH CITY OF CARLSBAD FOR
SENIOR NUTRITION PROGRAM |
EXHIBIT B - INSURANCE REQUIREMENTS |
ARTICLE 1 j
INSURANCE REQUIREMENTS FOR CONTRACTORS j
Without limiting Contractor's indemnification obligations to County, Contractor shall provide at its sole expense \
and maintain for the duration of this contract, or as may be further required herein, insurance against claims for j
injuries to persons or damages to property which may arise from or in connection with the performance of the work
hereunder and the results of the work by the Contractor, his agents, representatives, employees or subcontractors. f
1. Minimum Scope of Insurance -
Coverage shall be at least as broad as: I
A. Commercial General Liability, Occurrence form, Insurance Services Office form CGOOO1. I
B. Automobile Liability covering all owned, non owned, hired auto Insurance Services Office form I
CA0001. iI
C. Workers' Compensation, as required by State of California and Employer's Liability Insurance. ]
2. Minimum Limits of Insurance J
Contractor shall maintain limits no less than: I
A. Commercial General Liability including Premises, Operations, Products and Completed Operations, J
Contractual Liability, and Independent Contractors Liability: $ 1,000,000 per occurrence for bodily injury, ;
personal injury and property damage. The General Aggregate limit shall be $2,000,000. ;
B. Automobile Liability: $1,000,000 each accident for bodily injury and property damage. I
C. Employer's Liability: $1,000,000 each accident for bodily injury or disease. Coverage shall include |
waiver of subrogation endorsement in favor of County of San Diego. j
3. Deductibles and Self-Insured Retentions j
Any deductible or self-insured retention must be declared to and approved by the County's Risk Manager. At j
the option of the County, either: the insurer shall reduce or eliminate such deductibles or self-insured ]
retentions as respects the County, the members of the Board of Supervisors of the County and the officers, j
agents, employees and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the f
County guaranteeing payment of losses and related investigations, claim administration, and defense expenses. !
4. Other Insurance Provisions 1
The general liability and automobile liability policies are to contain, or be endorsed to contain the following j
provisions: j
A. Additional Insured Endorsement j
Any general liability policy provided by Contractor shall contain an additional insured endorsement j
applying coverage to the County of San Diego, the members of the Board of Supervisors of the County j
and the officers, agents, employees and volunteers of the County, individually and collectively. j
B. Primary Insurance Endorsement j
For any claims related to this Contract, the Contractor's insurance coverage shall be primary insurance as j
respects the County, the members of the Board of Supervisors of the County and the officers, agents, j
employees and volunteers of the County, individually and collectively. Any insurance or self-insurance j
maintained by the County, its officers, officials, employees, or volunteers shall be excess of the j
Contractor's insurance and shall not contribute with it.
C. Notice of Cancellation j
Each required insurance policy shall be endorsed to state that coverage shall not be canceled by either j
party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has ]
been given to the County at the address shown in section of Contract entitled "Notices". I
Exhibit B - Insurance Requirements Page 1 of 3 Contract # 533561 I
City of Carlsbad f
COUNTY CONTRACT NUMBER 533561
COUNTY OF SAN DIEGO, HEALTH AND HUMAN SERVICES AGENCY
AGREEMENT WITH CITY OF CARLSBAD FOR
SENIOR NUTRITION PROGRAM
EXHIBIT B - INSURANCE REQUIREMENTS
D. Severability of Interest clause
Coverage applies separately to each insured, except with respect to the limits of liability, and that an act
or omission by one of the named insureds shall not reduce or avoid coverage to the other named insureds.
GENERAL PROVISIONS
5. Qualifying Insurers
All required policies of insurance shall be issued by companies which have been approved to do business in
the State of California by the State Department of Insurance, and which hold a current policy holder's
alphabetic and financial size category rating of not less than A-, VII according to the current Best's Key
Rating guide, or a company of equal financial stability that is approved in writing by County's Risk Manager.
6. Evidence of Insurance
Prior to commencement of this Contract, but in no event later than the effective date of the Contract,
Contractor shall furnish the County with certificates of insurance and amendatory endorsements effecting
coverage required by this clause. Contractor shall furnish certified copies of the actual required insurance
policies within thirty (30) days after commencement of Contract. Thereafter, copies of renewal policies,
certificate and amendatory endorsements shall.be furnished to County within thirty (30) days of the expiration
of the term of any required policy. Contractor shall permit County at all reasonable, times to inspect any
policies of insurance, which Contractor has not delivered to County.
7. Failure to Obtain or Maintain Insurance; County's Remedies
Contractor's failure to provide insurance specified or failure to furnish certificates of insurance, amendatory
endorsements and certified copies of policies, or failure to make premium payments required by such
insurance, shall constitute a material breach of the Contract, and County may, at its option, terminate the
Contract for any such default by Contractor.
8. No Limitation of Obligations
The foregoing insurance requirements as to the types and limits of insurance coverage to be maintained by
Contractor, and any approval of said insurance by the County are not intended to and shall not in any manner
limit or qualify the liabilities and obligations otherwise assumed by Contractor pursuant to the Contract,
including, but not limited to, the provisions concerning indemnification.
9. Review of Coverage
County retains the right at any time to review the coverage, form and amount of insurance required herein and
may require Contractor to obtain insurance reasonably sufficient in coverage, form and amount to provide
adequate protection against the kind and extent of risk which exists at the time a change in insurance is
required.
10. Self-Insurance
Contractor may, with the prior written consent of County's Risk Manager, fulfill some or all of the insurance
requirements contained in this Contract under a plan of self-insurance. Contractor shall only be permitted to
utilize such self-insurance if in the opinion of County's Risk Manager, Contractor's (i) net worth, and (ii)
reserves for payment of claims of liability against Contractor, are sufficient to adequately compensate for the
lack of other insurance coverage required by this Contract. Contractor's utilization of self-insurance shall not
in any way limit liabilities assumed by Contractor under the Contract.
11. Claims Made Coverage
If coverage is written on a "claims made" basis, the Certificate of Insurance shall clearly so state. In addition
to the coverage requirements specified above, such policy shall provide that:
Exhibit B - Insurance Requirements Page 2 of 3 Contract # 533561
City of Carlsbad
COUNTY CONTRACT NUMBER 533561
COUNTY OF SAN DIEGO, HEALTH AND HUMAN SERVICES AGENCY
AGREEMENT WITH CITY OF CARLSBAD FOR
SENIOR NUTRITION PROGRAM ]
EXHIBIT B - INSURANCE REQUIREMENTS |
A. The policy retroactive date coincides with or precedes Contractor's commencement or work under the }
Contract (including subsequent policies purchased as renewals or replacements). !
B. Contractor will make every effort to maintain similar insurance during the required extended period of 3
coverage following expiration of the Contract, including the requirement of adding all additional
insureds.
C. If insurance is terminated for any reason, Contractor shall purchase an extended reporting provision of at
least two (2) years to report claims arising in connection with the Contract.
D. The policy allows for reporting of circumstances or incidents that might give rise to future claims.
12. Subcontractors* Insurance
Contractor shall require that any and all Subcontractors hired by Contractor are insured in accordance with this
Contract. If any Subcontractors coverage does not comply with the foregoing provisions, Contractor shall
defend and indemnify the County from any damage, loss, cost or expense, including attorney fees, incurred by
County as a result of Subcontractors failure to maintain required coverage.
13. Waiver of Subrogation
Contractor and County release each other, and their respective authorized representatives, from any Claims (as
defined in the Article entitled "Indemnity" of the Contract), but only to the extent that the proceeds received
from any policy of insurance carried by County or Contractor, other than any self-insurance, covers any such
Claim or damage. Included in any policy or policies of insurance provided by Contractor hereunder shall be a
standard waiver of rights of Subrogation against County by the insurance company issuing said policy or
policies.
ARTICLE 2
[RESERVED]
Exhibit B - Insurance Requirements Page 3 of 3 Contract # 533561
City of Carlsbad
COUNTY CONTRACT NUMBER 533561
COUNTY OF SAN DIEGO, HEALTH AND HUMAN SERVICES AGENCY
AGREEMENT WITH CITY OF CARLSBAD FOR
SENIOR NUTRITION PROGRAM
EXHIBIT C - FISCAL TERMS & CONDITIONS AND PRICING SCHEDULE
1. COMPENSATION: The compensation listed below is not designed to fully fund the program. The fixed
supplemental rates are developed annually based on funding and determined to offset the cost of providing
services. These rates are subject to availability of funding from the State of California, California
Department of Aging (CDA). A completed report of actual costs (closeout report) expended shall be
submitted at the end of the fiscal year.
2. SERVICE UNITS AND RATES FOR FISCAL YEAR 2010-2011
Exhibit A
Paragraph
Reference
4.1
4.2
4.3
6.2.2
6.2.2
6.2.3
6.2.3
Services
Congregate Meals
Home-Delivered Meals
Transportation
Incentive Payments*
Incentive Payments*
One-time-only (OTO)
One-time-only (OTO)
Funding
Source
Title III-C1
(1)
Title III-C2
(2)
Title HI-B
(3)
NSIP-C1
NSIP-C2
OTO-C1
OTO-C2
# of Service
Units
27,600
11,700
7,200
27,600
11,700
N/A
N/A
Fixed
Supplemental
Rate
$4.23
$4.00
$5.00
$0.72
$0.67
N/A
N/A
TOTAL
Total
$116,748
$46,800
$36,000
$19,872
$7,839
$0
$0
$227,259
(1) State of California C-l funding stream
(2) State of California C-2 funding stream
*Nutrition Services Incentive Payment (NSIP) dollar amounts are estimated ONLY and may be adjusted based on actual
prior year number of meals served.
Exhibit C- Fiscal Terms & Conditions and Pricing Schedule
City of Carlsbad
Page 1 Of 1 Contract #533561