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HomeMy WebLinkAboutContracts & Agreements_15-2004_CCv0001.pdf INDEPENDENT CONTRACTOR AGREEMENT This Agreement is made and entered into this 3)rd day of February, 2004 by and between the City of Redlands, a municipal corporation (hereinafter "City") Developing Aging Solutions with Heart, Inc., (DASH, Inc.) (hereinafter"Contractor"). RECITALS WHEREAS, Contractor has expressed an interest in providing geriatric care management services,including counseling,educational assistance,and access to community resources for both dependent adults with Alzheimers and their caregivers; WHEREAS, Contractor has represented to City that it has the requisite experience, special knowledge and expertise similar to others in the industry conducting these services; NOW,THEREFORE,in consideration of the mutual promises contained herein,the City and Contractor hereby agree as follows: AGREEMENT Section 1. Services. A. City hereby authorizes Contractor to provide geriatric care management services, including counseling, educational assistance, and access to Zn community resources for both dependent adults with Alzheimers and their caregivers; B. Contractor shall determine the method, details and means of performing the above-described services and shall advise City of the same prior to commencing any activities under this Agreement. Contractor further agrees to perform such services to the best of its ability and in an efficient, safe and competent manner. C. As compensation for conducting these services, City shall reimburse the contractor for services necessary to implement this program. Federal, State, County and City rules and regulations will apply. Compensation shall not exceed $3,000.00. D. Contractor shall submit to City a complete record of the services performed including, but not limited to: copies of invoices, agreements, payroll expenses, administrative records, advertisements, and backup materials. A detailed account of the ser v ices performed,person(s)perfom-iing services and cost breakdown shall also be provided to the City. Administration and personnel records shall be available for examination by the City. E. Contractor shall submit to City with each request for reimbursement documentation in compliance with the requirements listed in 24 CFR 570.503 including: Agreements with Subrecipients; Statement of Work,Records and Reports; Program Income; Uniform Administrative Requirements; Other Program Requirements,Conditions for Religious Organizations;Suspension and Termination; Reversion of Assets. F. Contractor shall submit to City, with each request for reimbursement, documentation that at least 51% of the adult dependents served are from income qualifying households. In order to document the number of low and moderate income adult dependents benefitting from the program, a Beneficiary Qualification Statements form,a copy of which is attached hereto and incorporated herein by reference as Exhibit "A", must be completed by Contractor for each adult dependent who benefits from the Program. Using, the Beneficiary Qualification Statements prepared for each adult dependent, Contractor must complete the Monthly Program Progress Report form,a copy of which is attached hereto and incorporated herein by reference as Exhibit "B", for every month that CDBG funds are expended, and submit these Monthly Program Progress Reports with Contractor's monthly reimbursement request to the City. Copies of all submitted forms must be retained in Contractor's records for a minimum period of three(3)years from November 4, 2003. G. Contractor will submit all final claims for reimbursement to City no later than June 30, 2004. H. The City of Redlands will submit a final Request for Reimbursement for the program year no later than July 21, 2004. After July 31, 2004 any balance remaining in this account will be reprogrammed. Section 2. Independent Contractor. It is the express intention of the parties hereto that Contractor is an independent contractor and not an employee or agent of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing a relationship of employer and employee between Contractor and City. Both parties acknowledge that Contractor is not an employee for State tax, Federal tax or any other purpose. Section 3. Contractor's Employees. A listing of all Contractor's employees and agents who may participate in the performance of Contractor's obligations hereunder is attached hereto as Exhibit"C" and incorporated herein by this reference. No other employees or agents of Contractor shall participate in the performance of services hereunder without the prior written consent of City. Section 4. Termination. City shall have the right to terminate this Agreement,with Or without cause, upon twenty(20)day's prior written notice to Contractor. City shall have no liability for any claims or damages resulting to Contractor as a result of any exercise by City of its right to terminate this Agreement. Section 5. Insurance and Indemnification 5.1 Contractor's Insurance to be Primary All insurance required by this Agreement is to be maintained by Contractor for the duration of this Project and shall be primary with respect to City and non-contributing to any insurance or self-insurance maintained by the City. Contractor shall not perform any Services pursuant to this Agreement unless and until all required insurance listed below is obtained by Contractor. Contractor shall provide City with Certificates of Insurance and endorsements evidencing such insurance prior to commencement of work. All insurance policies shall include a provision prohibiting cancellation of the policy except upon thirty (30) days prior written notice to City. 5.2 Workers' Compensation and Employer's Liability A. Contractor shall secure and maintain Workers' Compensation and Employer's Liability insurance throughout the duration of this Agreement in amounts which meet statutory requirements with an insurance carrier acceptable to City. B. Contractor expressly waives all rights to subrogation against City,its officers, employees and volunteers for losses arising from work performed by Contractor for City by expressly waiving Contractor's immunity for injuries to Contractor's employees and agrees that the obligation to indemnify,defend and hold harmless provided for in this Agreement extends to any claim brought by or on behalf of any employee of Contractor. This waiver is mutually negotiated by the parties. This shall not apply to any damage resulting from the sole negligence of City, its agents and employees. To the extent any of the damages referenced herein were caused by or resulted from the concurrent negligence of City, its agents or employees, the obligations provided herein to indemnify, defend and hold harmless is valid and enforceable only to the extent of the negligence of Contractor, its officers, agents and employees. 5.3 ComprehensiveGeneral Liability Insurance. Contractor shall secure and maintain in force throughout the duration of this Agreement comprehensive general liability insurance with carriers acceptable to City. Minimum coverage of one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required. Contractor shall obtain an endorsement that City shall be named as an additional insured. 5.4 Professional Liability Insurance. Contractor shall secure and maintain professional liability insurance throughout the duration of this Agreement in the amount of one million dollars {$1,000,000) per occurrence, 5.5 Business Auto Liability Insurance. Contractor shall have business auto liability coverage, with minimum limits of I million ($1,000,000) per occurrence, combined single limit for bodily injury liability and property damage liability. This coverage shall include all consultant owned vehicles used on the project, hired and non-owned vehicles, and employee non-ownership vehicles. Contractor shall obtain an endorsement that City shall be named as an additional insured. 5.6 Assignment and Insurance Requirements. Contractor is expressly prohibited from subletting or assigning any of the services covered by this Agreement without the express written consent of City. In the event of mutual agreement between parties to sublet a portion of the Services, the Contractor will add the subcontractor as an additional insured and provide City with the insurance endorsements prior to any work being performed by the subcontractor. Assignment does not include printing or other customary reimbursable expenses that may be provided in this Agreement, 5.7 Hold Harmless and Indemnification. Contractor shall defend, indemnify and hold harmless City, its elected officials, officers, employees and agents, from and against any and all actions, claims, demands, lawsuits, losses and liability for damages to persons or property, including costs and attorney fees, that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of or in connection with Contractor's negligent and/or intentionally wrongful acts or omissions under this Agreement; but excluding such actions, claims, demands, lawsuits and liability for damages to persons or property arising from the sole negligence or intentionally wrongful acts of City, its officers, employees or agents. Section 6. Health Insurance Portability And Accountability Act of 1996 Pursuant to the Health Insurance Portability And Accountability Act of 1.996 (HIPAA), regulations have been promulgated governing the privacy of individually identifiable health information. The HIPAA Privacy Regulations specify requirements with respect to contracts between an entity covered under the HIPAA Privacy Regulations and its Business Associates. A Business Associate is defined as a party that performs certain services on behalf of, or provides certain services for, a Covered Entity and, in conjunction therewith, gains access to individually identifiable health information. Therefore, in accordance with the HIPAA Privacy Regulations, Contractor shall comply with the terms and conditions as set forth in the attached Business Associate Agreement, Exhibit"U"hereby incorporated by this reference. Section 7. Entire Ag reenient/Niodification, This Agreement represents the entire Agreement of the parties hereto as to the matters contained herein. Any modification of this Agreement will be effective only if it is in writing and signed by the parties hereto, Section 8. Assignment. This Agreement shall not be assigned without the prior written consent of City. Any assignment, or attempted assignment, without such prior written consent, shall be null and void and, at the option of City, result in the immediate termination of this Agreement. Section 9. Attorney's Fees. In the event any action is commenced to enforce or interpret the terms or conditions of this Agreement,the prevailing party shall,in addition to any costs or other relief, be entitled to recover its reasonable attorneys' fees. Executed this 3rd day of February 2004. City of Redlands Date: February 3, 2004 '§us, eppler, Mayor Attest: Lo Poyzer, Ct�l i-k City of Redlands Developing Aging Solutions with Heart, Inc. (DASH) Date: i:ca\1em\agreementS\RCMA `A if ---_1 COUNTY OF SAN BERNARDINO DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT3 Project/Activity Title: Case Number: Redlands: Geriatric Care Services—DASH 111-2817/2288 Name/Address of Contractor Agency: Date of Issue: Solutions Aging Developing g ions with Heart. Inc. P.O. Box 8370 —Original: Redlands. CA 921375-1570 Amendment# I Beginning 7/01/03 BENEFICIARY QUALIFICATION STATEMENT This form has the purpose of Providing information needed to qualify the use of federal Community Development Blocl Grant (CDBG) funds for the project/activity described above. This statement must be completed and signed by the person (or legal guardian of the person) requesting to receive benefits from the described project/activity. Only one statement per person, per year is required. Please answer each of the following questions. 1- This question helps you determine the size of your household. For this question a household is a group of related or unrelated persons occupying the same house with at least one member being the head of the household. Renters, roomers, or borders cannot be included as household members. How many persons are in your household? 2. This question asks if you are from a low-and moderate-income household. For this question a list of the 3003 LOW-INCOME and LOW- AND MODERATE-INCOME categories* are presented below. Please add up the combined gross annual income of all persons in your household from all sources of income. In the blank provided, write yes or no,that your combined gross annual income is equal to or less than the LOW-INCOME amount for the number of persons in your household: In the blank provided, write, yes or no, if your combined gross annual income is equal to or less than the LOW- AND MODERATE-INCOME amount for the number of persons in your household. Number of Persons in Your Household LOW-LNCOIVE 1 2 3 4 $ 17,850 $ 20,400 $ 22,950 $ 2-5,500 LOW- AND MODERATE- $ 28,550 $ 32,650 $ 36,700 $40,800 INCOME (COMBINED) Number of Persons in Your Household Law-INCOME 6 7 8 LOW-INCO $ 27,550 $ 29,600 $ 31,600 $33,650 LOW- AND MODERATE- $44,050 $47,350 $ 50,600 $53,850 INCOME (COMBINED) I of 2 COUNTY OF SAN BERNARDINO DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT Project/Activity Title: Case Number: Redlands: Geriatric Care Services–DASH 111-28127/2288 Name/Address of Contractor A2enc : Date of Issue: Developing Aging Solutions with Heart, Inc. Original: P.O. Box 8370 Amendment# I Beginning 7/01/03 Redlands, CA 92375-1570 3. Please indicate how you identify yourself by checking only one (1) of the following choices: Non- Hispanic Hispanic White Black/African American Asian E] American Indian/Alaskan Native Native Hawaiian//Other Pacific Islander American Indian/Alaskan Native & White Asian & White Black/African American & White Amer. Indian/Alaskan Native &Black/African Amer. Balance/Other 4. Please check whether you belong to a Female Headed Household: [—IYes FNo 5. Please describe the condition that would qualify you as being considered in one of the following presumed low-and Z:� moderate-income categories: abused child,battered spouse, elderly person,homeless person,disabled adult,illiterate person, or migrant farm worker: (description) ACKNONVLEDGMENT AND DISCLAIMER I CERTIFY UNDER PENALTY OF PERJURY THAT INCOME AND HOUSEHOLD STATEMENTS MADE ON THIS FORM ARE TRUE, NAME: DATE: ADDRESS: —CITY: 21P: SIGNATURE: PHONE: The information provide rovide on this form is for Co runty Development Block Grant(CDBG)prograin Purposes only and will be kept . confidential. *Taken from 200')Section 8 Low-income and Very Low-Income,Limits. 2 of 2 COUNTY OF SAN BERNARDINO DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT Project/Activity Title: Case Number: Redlands: Geriatric Care Ser;ices—DASH 111-281217/2288 Name/Address of Contractor ALencv: Date of Issue: Developing Aging Solutions with Heart. Inc. —Ori2inal: P.O. Box 8370 Amendment# I Beginning 7/01/03 Redlands, CA 92375-1570 tl MONTHLY PROGRAM PROGRESS AND DIRECT BENEFIT REPORT For the Month of 200 PART 1: MONTHLY PROGRAM PROGRESS REPORT A.Units of Service Provided and Description Under each type of service listed below,summarize what your program has accomplished during this month. Include location,number of persons served, services/benefits provided, and a description of the clients served. Also report the number of"Units of Service" provided,as defined in the Project/Activity Description(Exhibit I of the agreement). Tvpe of Service: Units of Service: I. Goal/mo.: Actual/mo.: 2. Goal/mo.: Actual/mo.: B.Monthly Beneficiary Count(may include individual persons or households previously counted during this grant/program year) Total number of beneficiaries (clients/participants) served this month (choose one category only): Persons (#of P) Households(#of H) PART 11: DIRECT BENEFIT REPORT Direct Benefit Statistics(Unduplicated ice start of contract;taken from Beneficiary Qualification Statement forms) Enter the number of first-time program beneficiaries directly assisted this month Count only as: 0 Individual Persons or M Households(check one box) Low-Income only ): — Low-and Moderate-Income(combined All Beneficiaries*: F,527 Racial Identity Categories Non- Non- Hispanic Hispanic Hispanic Hispanic White (a) (b) (c) (d) Black/Aftican American American Indiari/Alaskan Native&White Asian Asian&White American Indian/Alaskan Native Black/African American&White Native Hawaiian/Other Pacific Islander Amer.Indian/Alaskan Native&BlacktAfrican Amer. Balance/Other *Grand Total of Racial Identity Categories.Sum of columns a,b,c,and d should equal the"AH Beneficiaries"total above:1*47*7 Female Headed Households: Signed Title —Date Printed Name Telephone No./Ext. DEVELOPING AGING SOLUTIONS WITH HEART, INC. (DASH) BOARD OF DIRECTORS *President Al Braswell, Ph.D. 13600 Diamond Point Yucaipa, CA. 92399 (H) 797-5994 *Secretary-Treasurer Larraine Townend 11750 Mt. Vernon Ave, ADD-10 15 Grand Terrace, CA 92313 (909)798-1667 *Lynn Hawley-Bootes, M.D. 36 N. Buena Vista Redlands, CA. 92373 (H) 793-3897 *Pat Jones, R.N.; Ph.D, 1338 Elizabeth St. Redlands, CA. 92373 (H) 793-2717 (W) 558-7122 EXHIBIT "D" BUSINESS ASSOCIATE AGREEMENT Except as otherwise provided in this Agreement, Contractor hereinafter referred to as Business Associate, may use or disclose Protected Health Information to perform functions, activities, or services for or on behalf of the City of Redlands ("City") hereinafter referred to as the Covered Entity, as specified in this Agreement and in the attached Contract, provided such use or disclosure does not violate the Health Insurance Portability And Accountability Act (HIPAA), 42 U.S.C. 1320d et seq., and its implementing regulations, including but not limited to, 45 Code of Regulations Parts 160, 162 and 164, hereinafter referred to as the Privacy Rule. I. Obligations and Activities of Business Associate. A. Business Associate shall not use or further disclose Protected Health Information other than as permitted or required by this Agreement or as Required By Law. B. Business Associate shall implement administrative, physical and technical safeguards to: I Prevent use or disclosure of the Protected Health Information other than as provided for by this Agreement. 2. Reasonably and appropriately protect the confidentiality, integrity and availability of the electronic Protected Health Information that it crates, receives, maintains or transmits on behalf of the Covered Entity, C. Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement. D. Business Associate shall report to Covered Entity any use or disclosure of the Protected Health Information not provided for by this Agreement of which it becomes aware. E. Business Associate shall ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity, shall comply with the same restrictions ad conditions that apply through this Agreement to Business Associate with respect to such information, F Business Associate shall provide access to Protected Health Information in a Designated Record Set to Covered Entity or to an Individual, at the request or HIPAA Entity, in order to meet the requirements of 45 CFR 164-524, G Business Associate shall make any amendment(s)to Protected Health Information in a Designated Record Set that he Covered Entity directs or agrees to pursuant to 45 CFR 164.526, in the time and manner designated by the Covered Entity. H. Business Associate shall make internal practices,books and records,including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity available to the Covered Entity, and/or to the Secretary for the U.S. Department of Health and Human Services, in a time and manner designated by the Covered Entity or the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule. I. Business Associate shall document such disclosures of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164.528. J. Business Associate shall provide to Covered Entity or an Individual, in time and manner designated by the Covered Entity, information collected in accordance with provision (1), above, to permit Covered Entity to respond to a request by the Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164,528. K. Upon termination of this Agreement, Business Associate shall return all Protected Health Information required to be retained(and return or destroy all other Protected Health Information) received from the Covered Entity, or created or received by the Business Associate on behalf of the Covered Entity. In the event the Business Associate determines that returning the Protected Health Information is not feasible, the Business Associate shall provide the Covered Entity with notification of the conditions that make return not feasible. Specific Use and Disclosure Provisions. A. Except as otherwise limited in this Agreement, Business Associate may use Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate. B. Except as otherwise limited in this Agreement, Business Associate may disclose Protected Health Information for the proper management and administration of the Business Associate, provided that disclosures are Required By Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as HIPA111 Required By Law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. C. Except as otherwise limited in this Agreement, Business Associate may use Protected Health Information to provide Data Aggregation services to Covered Entity as permitted by 42 CFR 164.504 (e)(2)(i)(B). D. Business Associate may use Protect Health Information to report violations of law to appropriate Federal and State authorities, consistent with 42 CFR 164.5020)(1). lit Obligations of Covered Entity. A. Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices of Covered Entity In accordance with 45 CFR 164.520 to the extent that such limitation may affect Business Associate's use of disclosure of Protected Health Information. B. Covered entity shall notify Business Associate of any changes in, or revocation of, permission by individual to use or disclosure Protected Health Information, to the extent that such changes may affect Business Associate's use or disclosure of Protected Health Information, C. Covered Entity shall notify Business Associate of any restriction to the use or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR 164,522, to the extent that such restriction may affect Business Associate's use or disclosure of Protected Health Information. IV. General Provisions. A. Remedies. Business Associate agrees that Covered Entity shall be entitled to seek immediate injunctive relief as well as to exercise all other rights and remedies which Covered Entity may have at law or in equity in the event of an unauthorized use or disclosure of Protected health Information by Business Associate or any agent or subcontractor of Business Associate that received Protected Health Information from Business Associate. B. Ownership. The Protected Health Information shall be and remain the property ofthe Covered Entity. Business Associate agrees that it acquires no title or rights to the Protected Health Information. C. Regulatory-References, A reference in this Agreement to a section in the privacy Rule means the section as in effect or as amended. D. Amendment. The parties agree to take such action as is necessary to amend this MP,kA Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191. E. Interpretation. Any ambiguity in this Agreement shall be resolved to permit Covered Entity to comply with the Privacy Rule. 1. 1'A-