Family Service Association Senior Coordinator-2018-58 INDEPENDENT CONTRACTOR AGREEMENT
1
2
FOR FISCAL YEAR 2018-2019
3
4 THIS AGREEMENT is made and entered into as of this 12th day of December, 2018, b
and between the City of Grand Terrace, a municipal corporation (hereinafter "City")
5 and Family Services Association (hereinafter "FSA"), a California non-profi
6 Corporation.
7 RECITALS
8 WHEREAS, City participates in the federally funded Community Development Bloc
9 Grant (CDBG) program as a cooperative city in the County Consortium, and receive
annual CDBG funding through the County of San Bernardino, hereinafter referred to a
10 County.
11 WHEREAS, the City submitted an application for CDBG funds for fiscal year 2018-201
12 to fund a Senior Center Coordinator provided by FSA to meet the City's goal to allow
seniors to have a safe and healthy place to continue to be nourished and stay active
13 within their community. The position(s) would be responsible for the daily operation o
14 the Center, including opening and closing the Center, scheduling of classes,
educational counseling, coordinating with the Senior transportation bus driver,
15 coordinatingwith vendors for programs, and also working with the senior board
16 members.
17 WHEREAS, FSA and the City entered into an agreement, approved by the City Council
18
on June 27, 2017, for FSA to provide the Senior Services Coordinator.
19 WHEREAS, On April 18, 2017, the County Board of Supervisors approved the 2015
2020 Consolidated Plan update and 2018-19, Action Plan; and, as part of that plan
20 allocated TWENTY FIVE THOUSAND DOLLARS ($25,000.00) in CDBG funds to the
City for to fund a senior services employee to staff the Grand Terrace Senior Center.
21
WHEREAS, on December 12, 2018, the City agreed to accept, but has not yet received,
22 Community Development Block Grant funding from the County of San Bernardino
23 ("County") in the amount of TWENTY FIVE THOUSAND DOLLARS ($25,000.00) for the
purpose of contracting with FSA for the time period of July 1, 2018 to June 30, 2019 and
24 for the provision of a "Senior Center Coordinator", in accordance with Exhibit "A", Scope
25 of Services, incorporated herein.
1
WHEREAS, FSA will complete performance of the services described in Exhibit "A",
1 Scope of Services, which is incorporated herein by this Agreement, for the time period
2 of July 1, 2018 to June 30, 2019.
3 WHEREAS, in order for the City to receive reimbursement in the amount of TWENTY
4 FIVE THOUSAND DOLLARS ($25,000.00) of CDBG funds, as described above, from
the County of San Bernardino, the County requires City to submit an Agreement
5 between the City and FSA to the County.
6 WHEREAS, the parties enter into this agreement to allow City to comply with th
7 County's CDBG funding requirements.
s NOW THEREFORE, in consideration of the mutual promises contained herein, the City
of Grand Terrace and FSA hereby agree as follows:
9
AGREEMENT
10
11 Section 1: Services.
12 A. City and FSA mutually agree that payment of FSA for performance of the
services more specifically described in Exhibit "A", Scope of Services,
13 incorporated herein by this reference, ("Services") shall be in the
14 maximum amount of TWENTY FIVE THOUSAND DOLLARS ($25,000.00)
in Community Development Block Grant ("CDBG") funds reimbursed t
15 the City from the County related to the services as described by Exhibit
16 "A", Scope of Services, incorporated herein.
17 B. City hereby agrees to reimburse FSA, in a maximum amount of TWENTY
1s
FIVE THOUSAND DOLLARS ($25,000.00), for staffing costs, mileage,
equipment, for FSA to administer the "Senior Center Coordinator
19 Program", in accordance with Exhibit "A", Scope of Services, incorporated
herein.
20
21 C. Prior to City's reimbursement to FSA, FSA shall deliver receipts for al
eligible expenditures to the City. Expenditure reports shall be documented
22 with "audit ready" supportive evidence of each expenditure and proof o
23 payment. Reimbursements shall be limited to.the total approved, proper)
documented expenditures. All reimbursement requests must be submitted
24 no later than 30 days after the expiration of this Agreement. Request
25 received after said 30-day period shall be considered non-compliant and
not eligible for reimbursement under the terms of this Agreement. FSA
2
shall submit a final request for reimbursement for the program year n
1 later than July 31, 2019. Any balance remaining on this project after that
2 date will be reprogrammed
3 D. FSA shall further submit to the City a completed County of San Bernardino
4 Department of Economic and Community Development Monthly Program
Progress and Direct Benefit Report and a completed Beneficiary
5 Qualification Statement, attached herein as Exhibit B reflecting program
6 activity for the term wherein Services were performed.
7 Section 2. Independent Contractor. It is the express intention and
understanding of the parties hereto that FSA will act as an independent
8 contractor and not an employee or agent of City. Nothing in this Agreement shall
9 be interpreted or construed as creating or establishing a relationship of employe
or employee between FSA and City. Both parties acknowledge that FSA is not an
10 employee for State tax, Federal tax, or any other purpose.
11
Section 3. Term. The term of this Agreement shall be one (1) year starting
12 July 1, 2018 and ending June 30, 2019.
13 Section 4. Termination. City shall have the right to terminate this Agreement,
14 with or without cause, upon twenty (20) days prior written notice to FSA. City
shall have no liability for any claims or damages resulting to FSA as a result o
15 any exercise by City of its right to terminate this Agreement.
16 Section 5. Compliance with Laws and Regulations. FSA shall comply with
17 all applicable federal, state and local laws, regulations and ordinances. B
executing this Agreement, FSA hereby certifies that it will adhere to and comp)
18 with the following as they may be applicable to a subrecipient of funds granted
19 pursuant to the Housing and Community Development Act of 1974, as amended
(the "Act"):
20
21 A. The Housing and Community Development Act of 1974, as amended, and
the regulations issued thereto;
22
B. Section 3 of the Housing and Urban Development Act of 1968, a
23 amended;
24 C. Executive Order 11246, as amended by Executive Orders 11375 and
25 12086, and implementing regulations at 41 CFR Chapter 60;
3
D. Executive Order 11063, as amended by Executive Order 12259, and
1 implementing regulations at 24 CFR Part 107;
2
E. Section 504 of the Rehabilitation Act of 1973 (PL 93-112), as amended,
3 and implementing regulations;
4 F. The Age Discrimination Act of 1975 (PL 94-135), as amended, and
5 implementing regulations;
6 G. The relocation requirements of Title II and the acquisition requirements o
Title III of the Uniform Relocation Assistance and Real Property
7 Acquisitions Policies Act of 1970, and the implementing regulations at 2
8 CFR Part 42;
9 H. The labor standard requirements as set forth in 24 CFR Part 570, Subparl
10
K and I-IUD regulations issued to implement such requirements;
11 I. Executive Order 11988 relating to the evaluation of flood hazards and
Executive Order 11288 relating to the prevention, control and abatemen
12 of water pollution;
13 J. The flood insurance purchase requirements of Section 102(a) of the Flood
14 Disaster Protection Act of 1973 (PL 93-234);
15 K. The regulations, policies, guidelines and requirements of 24 CFR Part 8
"Common Rule," OMB Circular Nos. A-87, A-21, A-110, A-122 and A-13
16 as they relate to the acceptance and use of federal funds under the
17 federally-assigned program;
18 L. Title VI of the Civil Rights Act of 1964 (PL 88-352) and implementing
19 regulations issued at 24 CFR Part I;
20 M. Title VIII of the Civil Rights Act of 1968 (PL-90-284) as amended; and
21 N. The lead based paint requirements of 24 CFR Part 35 issued pursuant t
the Lead-based Paint Poisoning Prevention Act (42 USC 4801, et seq.);
22
O. Uniform Administration Requirements pursuant to 24 CFR 570.502.
23
24 P. The FSA shall carry out its activity pursuant to this Agreement in
compliance with all federal laws and regulations described in Subpart K o
25 Title 24 of the Code of Federal Regulations, except that:
4
1. FSA does not assume the City's or County's environmental
1
responsibilities described at §570.604; and
2
2. FSA does not assume the City's or County's responsibility for
3 initiating the review process under the provisions of 24 CFR Pm
4 52.
5 Q. All Uniform Administrative Requirements pursuant to 24 CFR 570.502.
6 Section 6. Federal Requirements. FSA shall comply with the provisions o
the Act and any amendments thereto and the federal regulations and guideline
7 now or hereafter enacted pursuant to the Act. More particularly, FSA is to comp)
8 with those regulations found in 24 CFR 570, Part 84 and Part 85. FSA is t
comply with OMB Circular Nos. A-110, A-87. A-122, and A-133 as applicable, a
9 they relate to the acceptance and use of federal funds under this Agreement.
10
Section 7. Program Income. FSA, who is a subrecipient as defined in
11 Section 570.500 (c), shall not retain any program income as defined in Section
12 570.500 of Title 24 of the Federal Code of Regulations.
13 Section 8. Insurance. Without limiting or diminishing FSA'S obligations t
defend, indemnify, or hold the City harmless, FSA shall procure and maintain o
14 cause to be maintained, at its sole cost and expense, the following insurance
15 coverage's during the term of the Agreement.
16 A. Workers' Compensation:
17 If FSA has employees as defined by the State of California, FSA shall
18 maintain statutory Workers' Compensation Insurance (Coverage A) a
prescribed by the laws of the State of California. Policy shall include Employers'
19 Liability (Coverage B) including Occupational Disease with limits not less than
20 $1,000,000 per person per accident. The policy shall be endorsed to waive
subrogation in favor of THE CITY OF GRAND TERRACE or the GRAN
21 TERRACE SENIOR CENTER.
22
23
24
25
5
B. Commercial General Liability:
1
2 Commercial General Liability insurance coverage, including but not limited
to, premises liability, contractual liability, products and completed operation
3 liability, personal and advertising injury, and cross liability coverage, covering
4 claims which may arise from or out of FSA'S performance of its obligation
hereunder. Policy shall name the GRAND TERRACE SENIOR CENTER, it
5 Agencies, Districts, Special Districts, and Department, their respective directors,
6 officers, employees, elected or appointed officials, agents or representatives a
Additional Insureds. Policy's limit of liability shall not be less than $1,000,000 per
7 occurrence combined single limit. If such insurance contains a general aggregate
8 limit, it shall apply separately to this agreement or be no less than two (2) time
the occurrence limit.
9
C. Vehicle Liability:
10
If vehicles or mobile equipment are used in the performance of th
11
obligations under this Agreement, then FSA shall maintain liability insurance for
12 all owned, non-owned or hired vehicles so use in any amount not less than
13 $1,000,000 per occurrence combined single limit. If such insurance contains
general aggregate limit, it shall apply separately to this agreement or be no less
14 than two (2) times the occurrence limit. Policy shall name the GRAND TERRAC
15 SENIOR CENTER, its Agencies, Districts, Special Districts, and Departments,
their respective directors, officers, employees, elected or appointed officials,
16 agents or representatives as Additional Insureds.
17 D. General Insurance Provisions —All Lines:
18 1. Any insurance carrier providing insurance coverage hereunder shall
19 be admitted to the State of California and have a A M BEST rating
of not less than A: VIII (A:S) unless such requirements are waived,
20 in writing, by the City Attorney. If the City Attorney waives
21 requirement for a particular insurer such waiver is only valid for that
22 specific insurer and only for one policy term.
23 2. FSA shall cause FSA'S insurance carrier(s) to furnish the City with
either 1) a properly executed original Certificate(s) of Insurance and
24 certified original copies of Endorsements effecting coverage a
25 required herein, and 2) if requested to do so orally or in writing b
the City, provide original Certified copies of policies including al
6
1 Endorsements and all attachments thereto, showing such
insurance is in full force and effect. Further, said Certificate(s) and
2 policies of insurance shall contain the covenant of the insurance
3 carriers(s) that thirty (30) days written notice shall be given to th
City prior to any material modification, cancellation, expiration o
4 reduction in coverage of such insurance. In the event of a material
5 modification, cancellation, expiration, or reduction in coverage, this
Agreement shall terminate forthwith, unless the City receives, prior
6 to such effective date, another properly executed original Certificate
7 of Insurance and original copies of endorsements or certified
original policies, including all endorsements, and attachment
8 thereto evidencing coverage's set forth herein and the insuranc
9 required herein is in full force and effect. FSA shall not commence
operations until the City has been furnished original Certificate(s) o
10 Insurance and certified original copies of endorsements and i
11 requested, certified original policies of insurance including al
endorsements and any and all other attachments as required in this
12 Section. An individual authorized by the insurance carrier to do s
13 on its behalf shall sign the original endorsements for each policy
and the Certificate of Insurance.
14
3. If, during the term of this Agreement or any extension thereof, ther
15 is a material change in the scope of services; or, there is a material
16 change in the equipment to be used in the performance of the
17 scope of work which will add additional exposures (such as the use
of) aircraft, watercraft, cranes, etc.); or, the term of this Agreement,
18 including any extensions thereof, exceeds five (5) years the City
19 reserves the right to adjust the types of insurance required under
this Agreement and the monetary limits of liability for the insurance
20 coverage's currently required herein, if; in the City Attorney'
21 reasonable judgment, the amount or type of insurance carried b
the sponsor has become inadequate.
22
4. FSA shall pass down the insurance obligations contained herein t
23 all tiers of subcontractors working under this Agreement.
24 5. The insurance requirements contained in this Agreement may b
25 met with a program(s) of self-insurance acceptable to the City.
1 6. FSA agrees to notify City of any claim by a third party of an
incident or event that may give rise to claim arising from the
2 performance of this Agreement.
3 Section 9. HUD Indemnity. FSA shall defend, indemnify, and hold harmless
4 the County of San Bernardino and City against any liability, claims, losses,
demands, and actions incurred by the County of San Bernardino and City as
5 result of the determination by HUD or its successor that activities undertaken b
6 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
7 Contract were improperly expended. Notwithstanding the late execution of this
8 Agreement, this indemnity shall survive and extend beyond the term o
termination of this Agreement.
9
Section 10. Indemnity. FSA shall defend, indemnify, and hold harmless th
10 County of San Bernardino and the City, its elected officials, officers, employee
11 and agents from and against any and all actions, damages, losses, causes o
action and liability imposed or claimed relating to the injury or death of an
12 person or damage to any property, including attorney's fees, costs, and other
13 legal expenses, arising directly or indirectly from any act or omission of FSA in
14 performing services hereunder. Notwithstanding the late execution of this
Agreement, this indemnity shall survive and extend beyond the term o
15 termination of this Agreement.
16 Section 11. Prohibition Against Conflicts of Interest.
17 A. FSA and its assigns, employees, agents, consultants, officers and elected
18 and appointed officials shall become familiar with and shall comply with
the CDBG regulations prohibiting conflicts of interest contained in 24 CF
19 570.611, by this reference incorporated herein.
20 B. FSA understands and agrees that no waiver or exception can be granted
21 to the prohibition against conflict of interest except upon written approval
HUD pursuant to 24 CFR 570.611(d). Any request by FSA for an
22 exception shall first be reviewed by CITY to determine whether such
23 request is appropriate for submission to HUD.
24 C. Prior to any funding under this Agreement, FSA shall provide CITY with a
25 list of all employees, agents, consultants, officers and elected and
appointed officials who are in a position to participate in a decision-making
8
1 process, exercise any functions or responsibilities, or gain inside
information with respect to the CDBG activities funded under this
2 Agreement. FSA shall also promptly disclose to CITY any potential
3 conflict, including even the appearance of conflict, that may arise with
respect to the CDBG activities funded under this agreement.
4
D. Any violation of this section shall be deemed a material breach of this
5 Agreement, and the Agreement shall be ground for immediate termination
6 by the City.
7 Section 12. Religious Activities. Under federal regulations, CDBG assistance
may not be used for inherently religious activities or provided to primarily
8 religious entities for any activities including secular activities. FSA shall adhere t
9 the restrictions set forth in 24 CFR 570.2000), by this reference is incorporated
herein.
10
11 Section 13. Lobbying. FSA certifies to the best of it knowledge and belief,
that:
12
A. No federally appropriated funds have been paid or will be paid, by or on
13 behalf of the undersigned, to any person for influencing or attempting t
14 influence an officer or employee of any agency, a member of Congress,
an officer or employee of Congress, or an employee of a member o
15 Congress in connection with the awarding of any federal contract, the
16 making of any federal grant, the making of any federal loan, the entering
into of any cooperative agreement, and the extension, continuation,
17 renewal, amendment, or modification of any federal contract, grant, loan,
18 or cooperative agreement.
19 B. If any funds other than federally appropriated funds have been paid or will
be paid to any person for influencing or attempting to influence an office
20 to employee of any agency, a member of Congress, an officer o
21 employee of Congress, or an employee of a member of Congress in
connection with this federal contract, grant, loan, or cooperativ
22 agreement, the undersigned shall complete and submit Standard Form
23 LLL, "Disclosure Form to Report Lobbying," in accordance with i
instructions.
24
25 C. The undersigned shall require that the language of this certification b
included in the award document for all subawards at all tier (including
9
1 subcontracts, subgrants, and contracts under grants, loans, and
cooperative agreements) and that all subrecipients shall certify and
2 disclose accordingly. This certification is a material representation of fac
3 upon which reliance was placed when this transaction was made o
entered into.
4
Section 14. Entire Agreement/Modification. This Agreement represents the
5 entire Agreement of the parties hereto as to the matters contained herein. An
6 modification of this Agreement will be effective only if it is in writing and signed b
the parties hereto.
Section 16. Assignment. This Agreement shall not be assigned without the
8 prior written consent of City. Any assignment, or attempted assignment, without
9 such prior consent, shall be null and void and, at the option of City, result in the
immediate termination of this Agreement.
10
11 Section 16. Attorney's Fees and Governing Law. In the event any action i
commenced to enforce or interpret the terms or conditions of the Agreement the
12 prevailing party shall, in addition to any costs or other relief, be entitled to recover
13 its reasonable attorney's fees. This Agreement and any dispute arising hereunder
shall be governed by and interpreted in accordance with the laws of the State o
14 California. This Agreement shall be construed as a whole according to its fair
15 language and common meaning to achieve the objectives and purposed of the
parties hereto, and the rule of construction to the effect that ambiguities are to b
16 resolved against the drafting party shall not be employed in interpreting this
17 Agreement, all parties having been represented by counsel in the negotiation and
preparation hereof.
18
Section 17. Jurisdiction and Venue. Any action at law or in equity arising
19 under this Agreement or brought by a party hereto for the purpose of enforcing,
20 construing or determining the validity of any provision of this Agreement shall b
filed in a court of competent jurisdiction in the County of San Bernardino, State o
21 California, and the parties hereto waive all provisions of law providing for the
22 filing, removal or change of venue to any other court or jurisdiction.
23 Section 18. Program Reporting. FSA agrees to prepare and submit financial,
24 program progress, and other reports as required by HUD or the County of San
Bernardino and/or City accounts as are considered necessary by HUD or the
25 County of San Bernardino and/or City to assure proper accounting for all
10
1 Contract funds. All FSA records, with the exception of confidential clien
information, shall be made available to representatives of the County of San
2 Bernardino and/or City and the appropriate federal agencies. FSA is required t
3 submit data necessary to complete the Annual Grantee Performance Report in
accordance with HUD regulations in the format and at the time designated by th
4 Community Development Director or his/her designee. By the 30th of each
5 month, FSA shall submit a completed "Monthly Program Progress Report." FSA
shall also provide the Monthly Direct Benefit Report and Beneficiary Qualification
6 Statement information included as Exhibit "B", as necessary for completion of th
7 Annual Grantee Performance Report.
8 Section 19. Applicability of Agreement. In consideration of the intent of th
parties to memorialize the parties understanding of the terms of their agreement,
9 all uses of the present tense shall be interpreted to apply to the term of th
10 Agreement. With the exceptions of Sections 9, 10, 11, and any other section o
this Agreement expressly stating otherwise, which obligations shall not terminate,
11 the terms and conditions of this Agreement shall only apply during the term o
12 this Agreement.
13 Section 20. Waiver. Failure by a party to insist upon the strict performance o
14 any of the provisions of this Agreement by the other party, or the failure by
party to exercise its rights upon the default of the other party, shall not constitute
15 a waiver of such party's right to insist and demand strict compliance by the other
16 party with the terms of this Agreement thereafter.
17 Section 21. Severability. Each section and provision of this Agreement i
severable from each other provision, and if any provision or part thereof i
18 declared invalid, the remaining provisions shall nevertheless remain in full force
19 and effect.
20 Section 22. Counterparts. This Agreement may be signed by the differen
parties hereto in counterparts, each of which shall be an original but all of which
21 together shall constitute one and the same agreement.
22
23
24
25
11
CITY OF GRAND TERRACE
1
2
3
G. H ro d Duffey Date
4 City nager
5
6 FAMILY SERVICES ASSOCIATION
s410, "� - R/6;
9 Dan H. Hoxworth, Date/
President & CEO
to
11
12 APPROVED AS TO FORM:
13
14
15 Adrian R. Guerra
City Attorney
16
17 ATTEST:
18
19
20 Debra L. Thomas
City Clerk
21
22
23
24
25
12
EXHIBIT A
1
2
SENIOR CENTER COORDINATOR
3 SERVICES:
4 The City of Grand Terrace will contract with Family Services Association to provide a
Senior Services Coordinator for the Grand Terrace Senior Center. The Coordinator will
5 oversee the Senior Services program that provides Grand Terrace seniors an
opportunity to register for and participate in the Senior Center's recreational programs.
6 Approximately 165 seniors living in the Grand Terrace area will directly benefit from the
senior services program. Senior Service programs at the Grand Terrace Senior Center
7 include, but are not limited to: Social activities, educational classes, exercise classes,
arts & crafts classes, health insurance counseling, home energy assistance counseling,
8 fresh produce program, health screenings, game nights, karaoke and transportation.
9 UNITS OF SERVICE:
10 Each senior attending a Senior Service Program activity, other than Senior Meals by
Family Service Association, shall count as 1 unit of service.
11
TIME OF PERFORMANCE: July 1, 2018 through June 30, 2019
12
PROGRAM PARTICIPANT PERFORMANCE STANDARDS:
13 CDBG Activity: Senior Service Program activities.
14 Measurable Outcome: CDBG Funds will be used to pay for the personnel to coordinate
15 the Senior Center.
16 Service Programs. Approximately 165 seniors from the Grand Terrace Area will receive
program services.
17
In addition to units of service, the organization will report unduplicated client counts on
18 the Monthly Program Progress/Direct Benefit Report, Exhibit 4.
19 OPERATIONS:
The Senior Service Programs will be coordinated from the City of Grand Terrace,
20 located the Grand Terrace Senior Center, 22627 Grand Terrace Rd., Grand Terrace,
CA 92313.
21
22
23
24
25
13
EXHIBIT B
1
2 SENIOR CENTER COORDINATOR
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
14