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03-084 Board of Directors Council on Agingu3 - oS~ BOARD OF L-IRECTORS COUNCIL ON AGINC- SILICON VALLEY STATE OF CALIFORNIA RESOLUTION AUTHORIZING EXECUTION OF AGREEMENT BETWEEN THE COUNCIL ON AGING SILICON VALLEY AND CITY OF CIJPERTINO RESOLVED, by the Board of Directors of the Council on Aging Silicon Valley, that WHEREAS, this Board is designated as the Area Agency on Aging for Santa Clara County to carry out a program pursuant to Olcier Americans Act of 1965, and WHEREAS, it is necessary and desirable th~it the Area Agency on Aging contract to provide the following: Units of Service Case Management 1,200 Hours Title of Funding III WHEREAS, this Board has been presented `vith a formal agreement to accomplish the foregoing, and has examined and approved same to both form and content and desires to enter into same: NOW, THEREFORE, IT IS HEREBY DETERMINED AND ORDERED that the President, Council on Aging Silicon Valley, be, and is hereby authorized and directed to execute said agreement for and on behalf of the Council on Aging Silicon Valley. 1 AREA AGENCY ON AGING AGREEMENT THIS AGREEMENT made and entered into this first day of July, 2003, by and between the Council on Aging Silicon Valley, (hereinafter "AREA .AGENCY" or "COA") and City of Cupertino (Hereinafter Contractor) WITNESSETH WHEREAS, the Board of Directors of the (:ouncil On Aging Silicon Valley is the designated AREA AGENCY and has undertaken the administration of a program to foster the development of comprehensive and coordinated service systems to serve older persons pursuant to the Older Americans Act of 1965, as amended, Pub. 1. 89 - 73; 42 U.S.C. Section 3001 et seq., and all amendments, rules and regulations pertaining thereto (hereinafter, collectively referred to as the "ACT"); WHEREAS, it is necessary and desirable that AREA AGENCY contract pursuant to said Act for the purpose of procuring the project known as CASE MANAGEMENT (hereinafter, the "Project"); NOW, THEREFORE, IT IS AGREED BETWEEN AREA AGENCY and CONTRACTOR as follows: Section 1. Services: CONTRACTOR covenants to and shall perform this Project in accordance with the "Units of Services" set forth in Exhibit A, which is attached hereto and by this reference incorporated herein Exhibit A, as if fully set forth, and which is part of CONTRACTOR'S Project Application, which is on file with AREA A(JENCY, and which, by this reference, is also incorporated herein as if fully set forth. CONTRACTOR agrees that the units of service provided for in Exhibit A are subject to modification only upon vrritten authorization of the Director of AREA AGENCY. Section 2. Effective Period and Right of Termination: This AGREEMENT is effective for the period from July 1, 2003 through June 30, 2004. Upon thirty (30) days written notice to the other party, either party may terminate this AGREEMENTC. Upon giving or receiving such notice, CONTRACTOR shall immediately remit to AREA AGENCY all unexpended funds previously received hereunder. Section 3. Termination Upon Failure of Contractor to Perform: Should CONTRACTOR fail to perform any covenant contained herein, AREA AGENCY may immediately terminate this AGREEMENT. Termination shall be effective upon the mailing, return receipt requested, of notice thereof. Thereafter, AREA AGENCY may complete the Project in any manner it deems proper. In the event of such termination, the cost of completio~i of the Project shall be deducted from any monies not yet paid CONTRACTOR, and CONTRACTOR shall immediately remit to AREA AGENCY all unexpended funds previously received hereunder. 2 Section 4. Compliance: a. CONTRACTOR shall not commence work under this AGREEMENT until a signed statement of CONTRACTOR'S assurance of compliance with subsections d and a below is on file with AREA AGENCY. b. CONTRACTOR warrants that upon execution of this AGREEMENT, it will be fully informed of the Act and all other relevant Federal, State, and local statutes, rules and regulations, directives, and amendments affecting this AGREEMENT. c. CONTRACTOR shall comply with the provisions of Title VII of the Civil Rights Act of 1964 (42 U.S.C. Section 200, as amended by the Equal O~~portunity Act of 1972, Public Law No. 92-261) in that it will not discriminate against any individual with respect to his or her compensation, terms, conditions, or which would deprive, or tend to deprive any individual with respect to his or her compensation, terms, conditions, or which would deprive, or tend to deprive any individual of employment opportunities, or otherwise adversely afffect his or her status as an employee, because of such individual's age, race, color, religion, sex, or n~itional origin. d. CONTRACTOR shall comply with Department of Health and Human Services regulation under Title VI of the Civil Rights Act of 1964 guaranteeing that no person in the United States shall, on the ground of age, race, color, religion or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this project. e. CONTRACTOR shall comply with Departmer.~t of Health and Human Services regulations under Section 504 of the Rehabilitation Act of 1973, as amended, which provides that..."No otherwise qualified handicapped individual in the United States...shall, solely by reason of his or her handicap, be excluded from the participation in, be denied the lbenefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance." f. Except as otherwise expressly provided for herein, CONTRACTOR shall not use AGREEMENT funds to pay the salary or expenses c-f any individual who is engaged in activities designed to influence legislation or appropriations p~:nding before Congress. Section 5. Availability of Funds; Right to and Method of Pa mY ents. a. It is mutually understood between the parties that the Notification of Award may have been written before ascertaining the availability of congressional appropriation of funds, for the mutual benefit of both parties in order to avoid program and fiscal delays which would occur if the award were executed after that determination was made. b. The Subgrant Award is valid and enforceable only if sufficient funds are made available to the State by the United States government for the fiscal year 2003-2004, for the purpose of this program. In addition, the award is subject to any additional re;~trictions, limitations or conditions enacted by the Congress or any statutes enacted by the Congress, which may affect the provisions, terms of funding of this award in any manner. c. It is mutually agreed that if the Congress does :not appropriate sufficient funds for this program, this Subgrant Award shall be amended to reflect any reduction in funds. d. In consideration of performance of this Project in a manner considered satisfactory to AREA AGENCY, AREA AGENCY shall pay to CONTR~~CTOR an amount up to $19,750. CONTRACTOR understands that said funds are ultimately derived from federal funds and covenants to spend said money only in accordance with the terms of the Act and pursuant to CONTRACTOR'S approved budget, which is attached hereto as Exhibit B and by this reference incorporated herein as if fully set forth. e. Payments to CONTRACTOR under this AGREEMENT shall be made monthly based upon invoices submitted by CONTRACTOR, unless specified otherwise in Exhibit B. Upon request by CONTRACTOR, AREA AGENCY will pay CON'T'RACTOR on an advance basis for services hereunder pursuant to AREA AGENCY policies. In the event that invoices submitted by CONTRACTOR are inconsistent with Exhibit B or if other irregularities exist, AREA AGENCY may withhold all or part of the funds under this AGREEMENT until all inconsistencies and irregularities are resolv~:d to AREA AGENCY'S satisfaction. f. No alteration, variation or deviation from any I~udget item described in Exhibit B shall be valid unless made in writing and approved by the Director of AREA AGENCY. g. Title to all property purchased by CONTRACTOR with funds provided hereunder is and shall remain with AREA AGENCY. Such property shall be returned to AREA AGENCY upon termination of this AGREEMENT. Section 6. Reporting and Record Keeping a. CONTRACTOR shall comply with all program and fiscal reporting requirements set forth by AREA AGENCY, including, but not limited to, all :such requirements contained in the Contractor's Program Manual, which is incorporated herein by this reference as if fully set forth. CONTRACTOR shall account for and maintain all funds received under this AGREEMENT in accordance with requirements set forth by AREA AGENCY. Such requirements shall be provided to CONTRACTOR in writing. b. CONTRACTOR at all times shall maintain in an auditable form and condition satisfactory to AREA AGENCY a complete set of records of its activities and expenditures hereunder. CONTRACTOR shall retain said records for a minimum of four years from the date of termination of this AGREEMENT. In the event of audit exception, such records shall be retained longer than four years, if necessary, until every exception is resolved. to the satisfaction of the auditor and Area Agency. Section 7. Right to Monitor and Audit a. Authorized Federal, State and AREA AGENCY representatives shall have the right to evaluate CONTRACTOR'S performance of this AGREEMI=;NT at any and all reasonable times deemed to be necessary or desirable by AREA AGENCY. Said evaluations may include, but are not limited to audits, inspections of premises and interviews of pr~~ject staff and participants. b. All of CONTRACTOR'S records pertaining to this AGREEMENT shall be available for inspection and audit by AREA AGENCY, State andl Federal government agencies and their authorized representatives, during normal business Hours. c. CONTRACTOR shall arrange for an independent audit in accordance with requirements set forth by AREA AGENCY. Such requirements shal'I be provided to CONTRACTOR in writing. Section 8. Responsibility for Audit Exceptions: a. Definitions: for the purpose of this AGREEMENT, "audit exception" includes, but is not limited to, a determination by AREA AGENCY, or by State or Federal agencies, that monies provided hereunder have been improperly spent, use-d, allocated, recorded, ledgered, or accounted for, or that CONTRACTOR has otherwise not complied with terms or the Act or of this AGREEMENT. b. CONTRACTOR shall fully reply te, comply vrith, and take requested corrective action as to any audit exception determined pursuant to this AGREEMENT. CONTRACTOR understands that any failure by CONTRACTOR to fully perform all terms and conditions herein, or to comply with applicable spending, budget, accounting, bookkeeping and record keeping requirements may result in AREA AGENCY liability for all affected funds. CONTRACTOR, therefore, agrees to indemnify, save harmless and pay AREA AGENCY the full amount of liability resulting from such audit exception. Section 9. Hold Harmless and Indemnification a. The CONTRACTOR shall indemnify and save: harmless the AREA AGENCY, its officers, agents, employees and servants from all claims, suits or actions of every name, kind and description, brought for, or on account of injuries to or death of piny person, including CONTRACTOR, or damage to property of any kind whatsoever belongi~igs, including intangible property rights, and to whomsoever belongings, including but not limited t~~, the concurrent active or passive negligence of the COA officers, agents, or employees and servant~~, resulting from the performance of any work required by this agreement of CONTRACTOR, pro~~ided that this shall not apply to injuries or damage for which COA has been found in a court oi~ competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct. The duty of the CONTRACTOR to indemnify an~~ save harmless as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code. Section 10. Insurance CONTRACTOR shall not commence work hereunder until all insurance required under this section has been obtained and such insurance has been appr~~ved by the Director of AREA AGENCY. CONTRACTOR shall furnish AREA AGENCY with Certificates of Insurance evidencing the required coverage and there shall be a specific contr;~ctual liability endorsement extending CONTRACTOR'S coverage to include the contractual liability assumed by CONTRACTOR pursuant to this AGREEMENT. These Certificates shall specify or be endorsed to provide that thirty (30) days notice must be given in writing to AREA AGENCY of any pending change in the limits of liability or of any cancellation or modification of the policy. CONTRACTOR shall be required to obtain the following insurance: a. Workers Compensation and Employer Liability Insurance: CONTRACTOR shall have in effect during the entire life of this AGREEMENT, Workers Compensation and Employer Liability Insurance providing full statutory coverage. In signing this AGREEMENT, CONTRACTOR makes the following certification, required by Section 1861 of the California Labor Code: I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers Compensation or to undertake self- insurance in accordance with the provisions of the (:ode, and I will comply with such provisions before commencing this performance of the work of this AGREEMENT. b. Liability Insurance: CONTRACTOR shall take out and maintain during the life of this AGREEMENT such Bodily Injury Liability and Pr~~perty Damage Liability Insurance and shall protect it while performing work covered by this AGREEMENT from any and all claims for damages for bodily injury including accidental death, as well as any and all claims for property damage which may arise from CONTRACTOR'S operations hereunder, whether such operations be by itself or by any subcontractor or by anyone directly or indirectly employed by either of them, and the amount of such insurance shall be one million dollars ($1,000,000) combined single limit bodily injury and property damage for each occurrence. COA and its officers, agents, employees and servants shall be named as additional insured on any such policies oI' insurance, which shall also contain a provision that the insurance afforded thereby to the COA, its ~~fficers, agents, employees and servants shall be primary insurance to the full limits of liability of thy; policy, and if the COA or its officers and employees have other insurance against a loss covered by such policy, such other insurance shall be excess insurance only. If CONTRACTOR has vehicle exposure, no less than five hundred thousand dollars ($500,000) comprehensive and auto liability insurance must be obtained at CONTRACTOR cost with the COA named as an additional insured on the policy. In the event of the breach of any provisions of this Section, or in the event any notice is received which indicates any required insurance coverage will be diminished or cancelled, AREA AGENCY at its option may, notwithstanding any ocher provision of this AGREEMENT to the contrary, immediately declare a material breach of this AGREEMENT and suspend all further work pursuant to this AGREEMENT. Section 11. Fidelity Bond: Prior to receiving any monies hereunder, CONTRACTOR shall submit a verified statement to AREA AGENCY that all officers, employees and agents handling or having access to funds received or disbursed by CONTRACTOR pursuant to this AGREEMENT or who are authorized to sign or countersign checks, arse covered by either an individual or a blanket fidelity bond in an amount of no less than $10,000. If the bond is cancelled or reduced, CONTRACTOR shall notify AREA AGENCY imrediately and AREA AGENCY may withhold payment to CONTRACTOR until it is assured that the proper coverage has been obtained. Section 12. Independent Contractor: CON'['RACTOR, its agents and employees, shall be independent contractors in performance of this AGREEMENT and not officers, employees or agents of the AREA AGENCY. Section 13. Licensing and Accreditation: Where necessary for its operation, CONTRACTOR shall maintain the appropriate license, or accreditation throughout the life of this AGREEMENT. E~ Section 14. Assignability: Without the written consent of AREA AGENCY, this AGREEMENT is not assignable by CONTRACTOR either in whole or in part. In the event of subcontract hereunder, CONTRACTOR remains primarily liable for performance of this AGREEMENT. Section 15. Entire Contract: This AGREEr/IENT is the entire contract between the parties, and no modification or amendment thereof shall be valid unless made in writing and signed by the parties hereto. No oral understanding or agreement not set forth herein shall be binding on any of the parties hereto. Section 16. Limitation of Authority: CON"CRACTOR shall have no authority to contract for or on behalf of, or to incur obligations on behalf of the AREA AGENCY. Section 17. Time: Time is of the essence o F this AGREEMENT. Section 18. Special Conditions: CONTRA~~TOR hereby agrees to the special conditions: IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives, have caused this AGREEMENT to be executed on the d~~y and year first above written. CONTRACTOR BY: -mil ~.' ~ ~ C~-- ~.h GY1 (Name) ~_ ~~ f L~"~L~ ~ t {cam' rt ~i ~ti v ; S.~y--t-',. (Title) ~--~, /,%' (Signature) COUNCIL ON AGING SILICON VALLEY BY: ~+ President, Board of Directors Attest: Executive Director Council On Aging Silicon Valley