HomeMy WebLinkAboutFamily Sevice Association-2012-18 1 INDEPENDENT CONTRACTOR AGREEMENT
2 FOR FY 2011/2012
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4 THIS AGREEMENT is made and entered into as of this day June 2012,by and between the
5 City of Grand Terrace, a municipal corporation(hereinafter"City")and Family Service Association
6 (hereinafter"FSA"),a California non-profit Corporation.
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8 RECITALS
9 WHEREAS,FSA has expressed an interest in providing a program for low-and-moderate income
10 households for the City of Grand Terrace.The program includes community services to older adults.
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12 WHEREAS,FSA has represented to City that it has the requisite experience, special knowledge and
13 expertise similar to others in the industry to oversee.
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15 WHEREAS,on September 1,2011,the City agreed to accept,but has not yet received,Community
16 Development Block Grant finding from the County of San Bernardino("County") in the amount of
17 $4,955.00 for the purpose of contracting with FSA for the time period of July 1, 2011 to June 30, 2012
18 and for the provision of an"Older Adults Community Services Program", in accordance with Exhibit
19 "A", Scope of Services, incorporated herein.
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21 WHEREAS,FSA will complete performance of the services described in Exhibit"A",titled Scope of
22 Services, which is incorporated herein by this Agreement, for the time period of July 1,2011 to June 30,
23 2012.
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1 WHEREAS,in order for the City to receive reimbursement in the amount of$4,955.00 of CDBG funds,
2 as described above, from the County of San Bernardino,the County requires City submit an Agreement
3 between the City and FSA to the County.
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5 WHEREAS,the parties enter into this agreement to allow City to comply with the County's
6 requirements.
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B NOW THEREFORE,in consideration of the mutual promises contained herein,the City of Grand
9 Terrace and FSA hereby agree as follows:
10 AGREEMENT
11 Section 1: Services.
12 A. City and FSA mutually agree that payment of FSA for performance of the services more
13 specifically described in Exhibit"A",titled Scope of Services,incorporated herein by thi
19 reference, ("Services") shall be in the maximum amount of$4,995.00 in Community
15 Development Block Grant("CDBG") funds reimbursed to the City from the County
16 related to the services as described by Exhibit"A", Scope of Services, incorporated
17 herein.
18 B. City hereby agrees to reimburse FSA,in a maximum amount of$4,995.00, for staffing
19 costs, mileage,equipment, rent, audit expense,consultant services, and other related
20 office supplies necessary for FSA to administer the"Older Adults Community Services
21 Program",in accordance with Exhibit"A", Scope of Services,incorporated herein.
22 C. Prior to City's reimbursement to FSA, FSA shall deliver receipts for all eligible
23 expenditures to the City.
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1 D. FSA shall further submit to the City a completed County of San Bernardino Department
2 of Economic and Community Development Monthly Program Progress Reports reflecting
3 program activity for the term wherein Services were performed.
9 Section 2. Independent Contractor. It is the express intention and understanding of the
5 parties hereto that FSA acted as an independent contractor and not an employee or agent of City.
6 Nothing in this Agreement shall be interpreted or construed as creating or establishing a
7 relationship of employer or employee between FSA and City.Both parties acknowledge that FSA
8 is not an employee for State tax,Federal tax, or any other purpose.
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10 Section 3. Term. The term of this Agreement shall be one(1)year starting July 1, 2011
11 and ending June 30,2012.
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13 Section 4. Termination. City shall have the right to terminate this Agreement, with or
19 without cause,upon twenty(20)days prior written notice to FSA.City shall have no liability for
15 any claims or damages resulting to FSA as a result of any exercise by City of its right to terminat
16 this Agreement.
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18 Section 5. Compliance with Laws and Reaulations.FSA shall comply with all applicable
19 federal, state and local laws,regulations and ordinances. By executing this Agreement,FSA
20 hereby certifies that it will adhere to and comply with the following as they may be applicable to
21 a subrecipient of funds granted pursuant to the Housing and Community Development Act of
22 1974,as amended(the"Act"):
23 A. The Housing and Community Development Act of 1974, as amended,and the regulations
24 issued thereto;
25 B. Section 3 of the Housing and Urban Development Act of 1968,as amended;
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1 C. Executive Order 11246,as amended by Executive Orders 11375 and 12086,and
2 implementing regulations at 41 CFR Chapter 60;
3 D. Executive Order 11063, as amended by Executive Order 12259, and implementing
4 regulations at 24 CFR Part 107;
5 E. Section 504 of the Rehabilitation Act of 1973 (PL 93-112),as amended, and
6 implementing regulations;
7 F. The Age Discrimination Act of 1975 (PL 94-135), as amended, and implementing
8 regulations;
9 G. The relocation requirements of Title II and the acquisition requirements of Title III of the
30 Uniform Relocation Assistance and Real Property Acquisitions Policies Act of 1970,and
11 the implementing regulations at 24 CFR Part 42;
12 H. The labor standard requirements as set forth in 24 CFR Part 570,Subpart K and I-IUD
13 regulations issued to implement such requirements;
14 I. Executive Order 11988 relating to the evaluation of flood hazards and Executive Order
15 11288 relating to the prevention, control and abatement of water pollution;
16 J. The flood insurance purchase requirements of Section 102(a)of the Flood Disaster
17 Protection Act of 1973 (PL 93-234);
18 K. The regulations,policies, guidelines and requirements of 24 CFR Part 85 "Common
19 Rule,"OMB Circular Nos.A-87, A-21,A-110,A-122 and A-133 as they relate to the
20 acceptance and use of federal funds under the federally-assigned program;
21 L. Title VI of the Civil Rights Act of 1964(PL 88-352)and implementing regulations issued
22 at 24 CFR Part I;
23 M. Title VIII of the Civil Rights Act of 1968 (PL-90-284)as amended;and
24 N. The lead based paint requirements of 24 CFR Part 35 issued pursuant to the Lead-based
25 Paint Poisoning Prevention Act(42 USC 4801,et seq.);
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i O. Uniform Administration Requirements pursuant to 24 CFR 570.502.
2 P. The FSA shall carry out its activity pursuant to this Agreement in compliance with all
3 federal laws and regulations described in Subpart K of Title 24 of the Code of Federal
4 Regulations,except that:
5 1. FSA does not assume the City'S or COUNTY'S environmental
6 responsibilities described at §570.604; and
7 2. FSA does not assume the City'S or COUNTY'S responsibility for
8 initiating the review process under the provisions of 24 CFR Pmt 52.
9 Q. All Uniform Administrative Requirements pursuant to 24 CFR 570.502.
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11 Section 6. Federal Requirements. FSA shall comply with the provisions of the Act and
12 any amendments thereto and the federal regulations and guidelines now or hereafter enacted
13 pursuant to the Act. More particularly, FSA is to comply with those regulations found in 24 CFR
14 570,Part 84 and Part 85. FSA is to comply with OMB Circular Nos.A-110,A-87.A-122,and A-
15 133 as applicable,as they relate to the acceptance and use of federal funds under this Agreement.
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17 Section 7. Community Development Block Grant Manual. FSA certifies that the staff
18 assigned to the CDBG-funded activities have received,reviewed,and will follow the County of
19 San Bernardino's Community Development Block Grant Policy Manual,as applicable,which is
20 incorporated herein by this reference and made a part hereof.
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22 Section 8. Program Income. FSA,who is a subrecipient as defined in Section 570.500
23 (c),shall not retain any program income as defined in Section 570.500 of Title 24 of the Federal
24 Code of Regulations.
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1 Section 9. Insurance. Without limiting or diminishing FSA'S obligations to defend,
2 indemnify,or hold the City harmless,FSA shall procure and maintain or cause to be maintained,
3 at its sole cost and expense,the following insurance coverage's during the term of the Agreement.
4 A. Workers' Compensation:
5 If FSA has employees as defined by the State of California, FSA shall maintain statutory
6 Workers' Compensation Insurance(Coverage A)as prescribed by the laws of the State of
7 California.Policy shall include Employers' Liability(Coverage B) including Occupational
8 Disease with limits not less than$1,000,000 per person per accident.The policy shall be endorse.
9 to waive subrogation in favor of THE CITY OF GRAND TERRACE or the GRAND TERRACE
10 SENIOR CENTER.
11 B. Commercial General Liability:
12 Commercial General Liability insurance coverage, including but not limited to,premises
13 liability, contractual liability, products and completed operations liability,personal and
14 advertising injury,and cross liability coverage, covering claims which may arise from or out of
15 FSA'S performance of its obligation hereunder. Policy shall name the GRAND TERRACE
16 SENIOR CENTER, its Agencies, Districts, Special Districts,and Department,their respective
17 directors,officers, employees, elected or appointed officials,agents or representatives as
18 Additional Insureds.Policy's limit of liability shall not be less than$1,000,000 per occurrence
19 combined single limit. If such insurance contains a general aggregate limit, it shall apply
20 separately to this agreement or be no less than two(2)times the occurrence limit.
21 C. Vehicle Liability:
22 If vehicles or mobile equipment are used in the performance of the obligations under this
23 Agreement,then FSA shall maintain liability insurance for all owned,non-owned or hired
24 vehicles so use in any amount not less than$1,000,000 per occurrence combined single limit. If
25 such insurance contains a general aggregate limit,it shall apply separately to this agreement or be
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1 no less than two(2)times the occurrence limit. Policy shall name the GRAND TERRACE
2 SENIOR CENTER, its Agencies,Districts, Special Districts,and Departments,their respective
3 directors,officers, employees,elected or appointed officials,agents or representatives as
9 Additional Insureds.
5 D. General Insurance Provisions—All Lines:
6 1. Any insurance carrier providing insurance coverage hereunder shall be
7 admitted to the State of California and have a A M BEST rating of not
e less than A: VIII(A:S)unless such requirements are waived, in writing,
9 by the City Attorney. If the City Attorney waives a requirement for a
10 particular insurer such waiver is only valid for that specific insurer and
11 only for one policy term.
12 2. FSA shall cause FSA'S insurance carrier(s)to furnish the City with
13 either 1)a properly executed original Certificate(s)of Insurance and
19 certified original copies of Endorsements effecting coverage as required
15 herein, and 2)if requested to do so orally or in writing by the City,
16 provide original Certified copies of policies including all Endorsements
17 and all attachments thereto,showing such insurance is in full force and
18 effect.Further, said Certificate(s)and policies of insurance shall contain
19 the covenant of the insurance carriers(s)that thirty(30)days written
20 notice shall be given to the City prior to any material modification,
21 cancellation,expiration or reduction in coverage of such insurance. In th
22 event of a material modification,cancellation, expiration,or reduction in
23 coverage,this Agreement shall terminate forthwith,unless the City
29 receives,prior to such effective date,another properly executed original
25 Certificate of Insurance and original copies of endorsements or certified
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1 original policies, including all endorsements and attachments thereto
2 evidencing coverage's set forth herein and the insurance required herein
3 is in full force and effect.FSA shall not commence operations until the
g City has been furnished original Certificate(s)of Insurance and certified
5 original copies of endorsements and if requested, certified original
6 policies of insurance including all endorsements and any and all other
7 attachments as required in this Section. An individual authorized by the
8 insurance carrierto do so on its behalf shall sign the original
9 endorsements for each policy and the Certificate of Insurance.
10 3. If, during the term of this Agreement or any extension thereof,there is a
11 material change in the scope of services; or,there is a material change in
12 the equipment to be used in the performance of the scope of work which
13 will add additional exposures(such as the use of)aircraft,watercraft,
14 cranes, etc.);or,the term of this Agreement, including any extensions
15 thereof,exceeds five(5)years the City reserves the right to adjust the
16 types of insurance required under this Agreement and the monetary
17 limits of liability for the insurance coverage's currently required herein,
18 if; in the City Attorney's reasonable judgment,the amount or type of
19 insurance carried by the sponsor has become inadequate.
20 4. FSA shall pass down the insurance obligations contained herein to all
21 tiers of subcontractors working under this Agreement.
22 5. The insurance requirements contained in this Agreement maybe met
23 with a program(s)of self-insurance acceptable to the City.
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1 6. FSA agrees to notify City of any claim by a third party of any incident or
2 event that may give rise to claim arising from the performance of this
3 Agreement.
4 Section 10. HUD Indemnity. FSA shall defend,indemnify,and hold harmless the County
5 of San Bernardino and City against any liability,claims,losses,demands, and actions incurred by
6 the County of San Bernardino and City as a result of the determination by HUD or its successor
7 that activities undertaken by FSA under the program(s) fail to comply with any laws,regulations
or policies applicable thereto or that any funds billed by and disbursed to FSA under this Contract
9 were improperly expended.Notwithstanding the late execution of this Agreement,this indemnity
10 shall survive and extend beyond the term or termination of this Agreement.
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12 Section 11. Indemnity. FSA shall defend, indemnify,and hold harmless the County of San
13 Bernardino and the City, its elected officials,officers, employees and agents from and against any
19 and all actions,damages, losses,causes of action and liability imposed or claimed relating to the
15 injury or death of any person or damage to any property, including attomey's fees,costs,and
16 other legal expenses,arising directly or indirectly from any act or omission of FSA in performing
17 services hereunder.Notwithstanding the late execution of this Agreement,this indemnity shall
13 survive and extend beyond the term or termination of this Agreement.
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20 Section 12. Prohibition Against Conflicts of Interest.
21 A. FSA and its assigns, employees,agents,consultants, officers and elected and appointed
22 officials shall become familiar with and shall comply with the CDBG regulations
23 prohibiting conflicts of interest contained in 24 CFR 570.611,by this reference
24 incorporated herein.
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1 B. FSA understands and agrees that no waiver or exception can be granted to the prohibition
2 against conflict of interest except upon written approval HUD pursuant to 24 CFR
3 570.611(d). Any request by FSA for any exception shall first be reviewed by CITY to
4 determine whether such request is appropriate for submission to HUD.
5 C. Prior to any funding under this Agreement, FSA shall provide CITY with a list of all
6 employees,agents,consultants,officers and elected and appointed officials who are in a
7 position to participate in a decision-making process,exercise any functions or
8 responsibilities, or gain inside information with respect to the CDBG activities funded
9 under this Agreement.FSA shall also promptly disclose to CITY any potential conflict,
10 including even the appearance of conflict,that may arise with respect to the CDBG
11 activities funded under this agreement.
12 D. Any violation of this section shall be deemed a material breach of this Agreement,and
13 the Agreement shall be ground for immediate termination by the City.
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15 Section 13. Religious Activities. Under federal regulations,CDBG assistance may not be
16 used for inherently religious activities or provided to primarily religious entities for any activities
17 including secular activities. FSA shall adhere to the restrictions set forth in 24 CFR 570.200(j),by
18 this reference is incorporated herein.
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20 Section 14. Lobbvinp. FSA certifies to the best of it knowledge and belief,that:
21 A. No federally appropriated funds have been paid or will be paid,by or on behalf of the
22 undersigned,to any person for influencing or attempting to influence an officer or
23 employee of any agency,a member of Congress, an officer or employee of Congress, or
24 an employee of a member of Congress in connection with the awarding of any federal
25 contract,the making of any federal grant,the making of any federal loan,the entering
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into of any cooperative agreement, and the extension,continuation,renewal,amendment,
2 or modification of any federal contract,grant,loan,or cooperative agreement.
3 B. If any funds other than federally appropriated fords have been paid or will be paid to any
4 person for influencing or attempting to influence an officer to employee of any agency, a
5 member of Congress,an officer or employee of Congress,or an employee of a member
6 of Congress in connection with this federal contract, grant,loan,or cooperative
7 agreement,the undersigned shall complete and submit Standard Form-LLL,"Disclosure
8 Form to Report Lobbying,"in accordance with it instructions.
9 C. The undersigned shall require that the language of this certification be included in the
10 award document for all subawards at all tier(including subcontracts, subgrants,and
11 contracts under grants, loans,and cooperative agreements)and that all subrecipients shall
12 certify and disclose accordingly. This certification is a material representation of fact
13 upon which reliance was placed when this transaction was made or entered into.
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15 Section 15. Entire Agreement/Modification. This Agreement represents the entire
16 Agreement of the parties hereto as to the matters contained herein. Any modification of this
17 Agreement will be effective only if it is in writing and signed by the parties hereto.
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19 Section 16. Assignment. This Agreement shall not be assigned without the prior written
20 consent of City.Any assignment,or attempted assignment, without such prior consent, shall be
21 null and void and, at the option of City,result in the immediate termination of this Agreement.
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23 Section 17. Attorney's Fees and Governing Law. In the event any action is commenced
24 to enforce or interpret the terms or conditions of the Agreement the prevailing party shall, in
25 addition to any costs or other relief,be entitled to recover its reasonable attomey's fees.This
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1 Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance
2 with the laws of the State of California.This Agreement shall be construed as a whole according
3 to its fair language and common meaning to achieve the objectives and purposed of the parties
4 hereto,and the rule of construction to the effect that ambiguities are to be resolved against the
5 drafting party shall not be employed in interpreting this Agreement, all parties having been
6 represented by counsel in the negotiation and preparation hereof.
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B Section 18. Jurisdiction and Venue. Any action at law or in equity arising under this
9 Agreement or brought by a party hereto for the purpose of enforcing,construing or determining
10 the validity of any provision of this Agreement shall be filed in a court of competent jurisdiction
11 in the County of San Bernardino, State of California,and the parties hereto waive all provisions
12 of law providing for the filing,removal or change of venue to any other court or jurisdiction.
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14 Section 19. Program Reporting. FSA agrees to prepare and submit financial,program
15 progress,and other reports as required by HUD or the County of San Bernardino and/or City
16 accounts as are considered necessary by HUD or the County of San Bernardino and/or City to
17 assure proper accounting for all Contract funds.All FSA records,with the exception of
18 confidential client information, shall be made available to representatives of the County of San
19 Bernardino and/or City and the appropriate federal agencies. FSA is required to submit data
20 necessary to complete the Annual Grantee Performance Report in accordance with HUD
21 regulations in the format and at the time designated by the Community Development Director or
22 his/her designee. By the 30th of each month,FSA shall submit a completed"Monthly Program
23 Progress Report."FSA shall also provide the Monthly Direct Benefit Report information include.
24 as Exhibit`B",as necessary for completion of the Annual Grantee Performance Report.
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1 Section 20. Applicability of Agreement. In consideration of the intent of the parties to
2 memorialize the parties understanding of the terms of their agreement,all uses of the present
3 tense shall be interpreted to apply to the term of the Agreement. With the exceptions of Sections
4 9, 10, 11,and any other section of this Agreement expressly stating otherwise,which obligations
5 shall not terminate,the terms and conditions of this Agreement shall only apply during the term
6 of this Agreement.
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8 Section 21. Waiver. Failure by a party to insist upon the strict performance of any of the
9 provisions of this Agreement by the other party,or the failure by a patty to exercise its rights
10 upon the default of the other party, shall not constitute a waiver of such party's right to insist and
11 demand strict compliance by the other party with the terms of this Agreement thereafter.
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13 Section 22. Severability. Each section and provision of this Agreement is severable from
19 each other provision, and if any provision or part thereof is declared invalid,the remaining
15 provisions shall nevertheless remain in full force and effect.
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17 Section 23. Counterparts. This Agreement may be signed by the different parties hereto
18 in counterparts, each of which shall be an original but all of which together shall constitute one
19 and the same agreement.
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21 CITY OF GRAND TERRACE
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24 Betsy M. Adams, City Manager Date
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APPROVED AS TO FORM:
3 C / 12012
9 Richard L. Adams,City Attorney Date lI
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6 ATTEST:
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9 Tracey Martinez,City Clerk
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11 FAMILY SERVICE ASSOCIATION
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13 .., ���. ruC�- (���� ) \,
19 Veronica Dover,Chief Operating Officer Date
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EXHIBIT A
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3 OLDER ADULTS COMMUNITY SERVICES PROGRAM
9 Scope of Work
5 Brief Description of Program/Program Purpose—The Older Adults Community Services Program
6 provides prevention and early intervention services to individuals aged 60 years old and above. The
7 prevention and early intervention approach is grounded in reducing the risk factors that contribute toward
8 the development of behavioral health condition and building protective factors that assist in developing
9 resiliency. Prevention services and activities are intended to prevent or delay the onset of a behavioral
10 health condition,provide health promotion,educational services, alternative activities and early
11 intervention is designed to intervene and treat behavioral health conditions early in their manifestation to
12 prevent long term debilitating effect's.
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19 In addition,participants must reside in San Bernardino County. FSA's service areas include: Desert,
15 Central and East Valley under the following zip codes: 92313,92359,92373,92374, 92375, 92401,
16 92402, 92403,92404, 92405,92406,92407, 92408,92410, 92411,92412, 92413,92414, 92415,92418,
17 92420,92423,92424, 92427,92277,92278, 92399,92284,and 92286.
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19 Older Adult Community Services Program can include individual therapy,case management,health
20 screenings,home safety,suicide prevention screenings,and transportation. Service categories are titled:
21 Older Adult Mobile Resources Unit,Older Adults Wellness Services,Older Adult Home Safety Program,
22 Older Adult Suicide Prevention Program and Early Intervention.
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24 Older Adult Mobile Resources Unit—Seeks out and identifies older adults who are in need of Prevention
25 and Early Intervention services. Provide mental health and substance abuse screenings for older adults
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2 who are in geographically,economically and financially isolated areas.
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4 Older Adult Wellness Services Program—Activities include components that benefit the mental and
5 physical health of older adults,which may include social events and educational activities. In addition, a
6 Licensed Vocational Nurse provides health screenings which include blood pressure and blood glucose
7 readings. Limited transportation services may also be available in this category within a ten mile radius.
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9 Older Adults Home Safety Program—provide home and personal safety education and services to older
10 adults which includes education topics such as fall prevention and assistance with medication
11 management.
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13 Older Adult Suicide Prevention Program—provide comprehensive bilingual and culturally competent
14 services and relevant resources to older adults.
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16 Geographic locations
17 Services are carried out at local Community and Senior Centers throughout San Bernardino County,
18 FSA's San Bernardino office,and in the individual's homes. Listed below are the local
19 Community/Senior Centers:
20 Twenty Nine Palms
21 6539 Adobe Road,
22 Twenty Nine Palms,CA 92277
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24 Yucca Valley
25 57088 Twentynine Palms Highway,
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1 Yucca Valley,CA 92284
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3 Delman Heights
4 2969 Flores Street,
5 San Bernardino,CA 92405
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7 Home of Neighborly Service
8 839 N. Mt Vernon Avenue,
9 San Bernardino,CA 92411
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11 Grand Terrace
12 22627 Grand Terrace Road,
13 Grand Terrace,CA 92313
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15 Yucaipa
16 1202 First Street,
17 Yucaipa,CA 92313
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19 Redlands Community Center
20 111-A West Lugonia Avenue,
21 Redlands,CA 92374
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23 Mentone Senior Center&Library
29 1870 Mentone Boulevard,
25 Mentone, CA 92359
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