HomeMy WebLinkAboutContracts & Agreements_187-2004_CCv0001.pdf INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is made and entered into this 7th day of December, 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
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$5,000.00.
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 services performed,person(s)performing 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 December
7, 2004.
G. Contractor will submit all final claims for reimbursement to City no later than
June 30, 2005.
H. The City of Redlands will submit a final Request for Reimbursement for the
program year no later than July 21, 2005. After July 31, 2005 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 `n►ary
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' Comp nsation and Emplo er'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 providedfor 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 Cc mnrehensive general Liability Insurance. Contractor shall secure and
maintain in force throughout the duration ofthis Agreement comprehensive general liability
insurance with carriers acceptable to City. Minimum coverage of one million doll
ars
($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 1996
(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"D"hereby
incorporated by this reference.
Section 7. Entire Agreement/Modification. 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 relid, be entitled to recover its reasonable attorneys' fees.
Executed this 7th
.. day of December 2004.
City of Redlands
Date: December 7, 2004
SU Peppier, Maya
4' s
Attest:
Loi e Poyzer' Ci e
City of Redlands
Developing Aging Solutions with Heart, Inc.
(DASH)
11-N
Date: [Y'
0C
AND COMMUNITY DEVELOPMENT3
Proiect/Activitv Title:
Redlands: Geriatric Care Services-DASH LAM Number
Name/Address of Contractor Agency: 111-28127/2288
Developing Aging Solutions * ate of Issue.
P.O. Box 837/0 with Heart. Inc,Inc
.Original:
Redlands, CA 92375-1570 Amendment""r I Beginning 7/01/03
BENEFICIARY UALIFICATION STATEMENT
This form has the purpose Of Providing information needed to qualify the use of federal Community Development B]c
completed and signed by t
statement per person, per year is its from the described
person (or legal guardian of the person) requesting to receive benefits be
Grant (CDBG) funds for the Project/activity described above. This statement must comp
required. Project/activity. Only o
Please answer each of the following questions.
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 or
member being the head of the household. Renters, roomers, or borders cannot be included as household member,
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 2003 LOW-INCOME and LOW- AND MODERATE-INCOME categories* an
presented below. Please add up the�cZ_oum�,bbined gross�annual income of all persons in your household fmm all source;
Of income. In the blank provided, write yes or n%that your combined gross annual income is equal to or les,
than the LQW-INC0 amount for the number of persons in Your household:
LuaiaLME
In the blank provided, write,yes or no, if Your combined gross annual income is
LOW- AND MODERATE INC equal to or less than the
amount for the number of persons in your
Number of Persons in Your Household
LOW-INcOME 1 2 3 4 old
4
$ 17,850 $20,400 $ 22,950 $ 25,500
LOW- AND $650 36,700 MODERATE-
INCOME (COMBINED)
$ 28,550 $ 32, 0
$40,800
Nu�mheof Persons��,_
Number of Persons in Your Household
LOW-INCOME 5 6 7 8
$27,550 $29,600 $ 31,600 $33,650
LOW- AND MODERATE-
INCOME (CO?vMDqn) $44,050 $47,350 $ 50,60-0-
W$53,8050
I of
Proiec Activity Title- ...................................................... tu"m 1-UMMUNrrY DEVELOPINIENT
Redlands: Geriatric Care Services-DASH Case
Name/Address of Contractor Agen 111-2812712288
Developing Aging Solutions withDate
Heart, Inc. Date:
P.O. Box 8370
Redlands, CA 92375-1570 Original:
�Amendment# I Beginning 7/01/03
3. Please indicate how
YOU identify Yourself by checking only one(1) Of the following choices:
Non.
White Hispanic Hispanic
Black/African American 0
Asian
American Indian/Alaskan Native
Native Hawaiian//Other Pacific Ic Islander
Asian & Wlhnidtiean/Alaskan Native& White
Black/African American & White
❑
Amer. Indian/Alaskan Native&Black Af
Balance/Other ,can Amer.
4. Please check whether you belong to a Female Headed Ho
5. Please describe the condition Household: Elyes nNo
moderate-income categories: that would qualify you as being considered in one of the following presumed low-and
abused child,
Person, or migrant farm worker battered spouse,elderly Person,homeless per-son,
(description). disabled adult,illiterate
ACKNOWLEDGMENT AND DISCLAIMER
I CERTIFY UNDER PENALTY OF PERJURY THAT INCOME A
MADE ON THIS FORM ARE TRUE. AND HOUSEHOLD STAT]EAMINTS
NAME: DATE:
ADDRESS:
SIGNATURE:
Theiuf
confirmation
You provide on this form is for Counnunity Development Block Grant Section 8 Lo
200
*Taken f (CDBG)program purposes only w-hicorne and very L4Dw.luconu. and will
kept
Limin,
2 of 2
Pro*ec��Activitv�Tritllee�- � Ur'ECONON41C AND COMMUNITY DEVELOPMENT
7*
Redlands: Geriatric Care Se Case_ r.
Services-DASH
1;-:2 2
Name/Address of Cont 111-28127/2288 X 8
of Ira c t U0 r A L,e n c v:
DeN eloping Aging Solutions with Heart. Inc. Date:
P.O. Box 8376 Original:
Redlands. CA 92375-1570 Amendment# I Beginning 7101/03
MONTHLY PROGRAM PROGRESS AND DIRECT BENEFIT REPO
For the Month of RT200�
PART I:...MON,........TR_y_PROGRAM PROGRESS
R
A,Units of Service Provided and Description EPORT
Under each type Of service listed below,summarize what Your Program has accomplished during this month. Include location, numbs
of persons served, services/benefits provided. and a description of the clients sery
Provided.as defined in the Project/Activity Description(Exhibit I of the a
ed.ement). Also report the number of"Units of Service
gn: ry
Tvoe of Service;
Units of Service:
GoaYmo-: Actual/Mo.:
2.
Goal/mo.: Actual/mo.:
B.Nionthiv Beneficiary
Count (mav include individual persons or households previously counted during this grant/program
Total number of beneyear)
beneficiaries(#of p) es(clients/Participants) served this month (CEh2oosjet�o�necate�®ry O�nlv .
Households holds(#of�
H) -
PART IL DIRECT BENEFIT REPORT
Direct Benefit Statistics ndu licated r1rst-time client counts since start of contract.taken
Enter the number of fust-time from Beneficiary Qualification Statement forms)
Count only as: program benLrefliciaries di
0 Individual persons directly assisted this month
11(291v): Households(check one bar)Low-Income
Racial Identity Categoric •
Low-and Moderate-income(combined):� ___All Benerlciaries*:
Non- M-12—
HisDanic Hispanic Non-
WIiite (b) Hispanic Hispanic
Black/African American
American Indian/Alaskan Native&White W (d)
Asian ---- Asian&White
American Indian/Aiaskan Native131witAfrican
NaAmerican&Whim
Native
liawa"awodier Pacific Islander Amer-IndiantAlaskan Native&BlacktAfrican Amer.
BW20crJOther
*Grand Total Of Racial Identity categories.Sum of columns a,b,c,and d should equal the "'All Benefici
Female Headed Households: ---- aries"total above:
Signed
Printed Name Title
mate
Telephone NoiEXL
11UV �7u U-r I I ; I Uld oa5n Inc ZiuZidet I Uj I
it al
Developing Aging Solutions withI'leart, Inc.(D,-*vSfl)
LIST OF STAFF ANIE.MBLIIS
VOLtT,NTEERS,'INJEkNS/I'RAY,N'EL'S
TITLE III E & B
*Board of Directors: Eleven Voluntary Members(see Board of Directors List)
Staff
1)Vicky L. Dickinson,.MS W,Executive Director and Administrator of"The Other
Place"' ADSC and ADCRC (Co-Founder; Social Worker; Activity Therapy
Consultant; Diplomat of the American Psychotherapy Association)Full-Time
2)Sandra Munoz,C.N.A.,Certified Activity Directorfilealth Services Coordinator
"The Other Place" ADSL and ADCRC;Full-time
3)Kenneth 1,Townend,Activity Assistant; (Certified Activity Director),Part-time
4)Joseph Smith, Program Aide,Part-Time
5) & 6)*Vacant: I Caremanger and I Administrative Assistant, part-time positions
Contracted:
'Pa ychex-Payroll Company
*Charles Kramer,C.P.A.
*Don"Hardy,Outside Yard Maintenance
Vt)luateersiStudents/Int(--ras/'rrainee's
*Larrairie Townend,Clinical Ifyp notherapist; Certified Activity Director; Co-
�
Founder;Former Executive Director;(Volunteer Support Group Facilitator and
Trainer; Volunteer with AdminigtrativeTask s)
*Edna Skeens
*Lowa Linda University- Schools of Nursing and Occupational Therapy 16 students
quarterly,
*Vacant: Part-Time Title V-Senior Employment Program; I Program& I Kitchen
Aide
*Family Caregivers: Assist with special events and office tasks as needed
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:
1. 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
MPAA
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 (I), 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.
II. 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 cavy out the legal responsibilities of the Business Associate.
B. Except as otherwise limited in this Agreement,
Business Associate may sclose
Protected Health Information for the proper management and administration tofthe
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
FUAA
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).
III. 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
xuPA
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.
HTAA