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HomeMy WebLinkAbout2002-088 Contract - RVCOG CONTRACT This Agreement is entered into by the Rogue Valley Council of Governments, a voluntary intergovernmental association, hereinafter referred to as "RVCOG" and by City of Ashland Senior Program c/o Ashland City Hall Ashland, OR 97520 hereinafter referred to as "Contractor." WITNESSETH: In consideration of monies to be paid by RVCOG to the Contractor, the Contractor agrees to perform all things in all respects in accordance with the Provisions which are attached hereto and by this reference incorporated herein: PROVISIONS I. Basic Agreement X. Licensure A. Statement of Work Y. Governing Law; Venue; Consent to B. Consideration Jurisdiction C. Term of Agreement Z. Compliance With Tax Laws AA. Compliance with Applicable Law II. General Provisions AB. Compliance with Applicable Federal Law A. Funds Available and Authorized; AC. Representations and Warranties Payments AD. Limitation of Liabilities B. Amendment C. Disputes and Default II1. Program Requirements D. Termination A. Coordination E. Subcontracts and Assignment; B. Identification Successors in Interest C. Donations F. No Third Party Beneficiaries D. Volunteers G. Severability E. Grievance H. Waiver of Default F. Confidentiality I. Indemnity G. Client Satisfaction J. Insurance H. Goals and Priorities K. Ownership of Work Product I. Abuse Reporting L. Reports M. Notices IV. Assurances N. Reimbursement ©. Dual Payment V. Contractor Certification P. Accounting Requirements Q. Audit Requirements EXHIBITS R. Records Maintenance; Access S. Independent Contractor; Responsibility for A. FY 03 Older Americans Act Service Description Taxes and Withholding B. FY 03 Resources/Objectives T. Foreign Contractor C. FY 03 Monthly Older Americans Act Expense U. Political Activity Report V. Nondiscrimination D. Information and Assistance Annual Report W. Force Majeure E. RVCOG Senior Services Report Due Dates F. Older Americans Act Specific Assurances In witness thereof, the parties hereto have caused this agreement to be signed on their behalf by their authorized representative. ROGUE VALLEY COUNCIL OF GOVERNMENTS CONTRACTOR BY: ~ .,K_,,%,_ ,~~ BY:':~ DATE: ('"~ ! {.C) I O''~''''''-~- DATE: PROVISIONS I. BASIC AGREEMENT A. Statement of Work: The Statement of Work (the'~/Vork'), including the delivery for such Work, is contained herein and shown as Exhibit A and B attached and incorporated by reference into this agreement. Contractor agrees to perform the Work in accordance with the terms and conditions of this Agreement. B. Consideration: In consideration of a maximum of the following dollar amounts to be provided by RVCOG for reimbursement of cash service costs, the Contractor agrees to provide services as described in Exhibit A to persons defined as eligible under the Older Americans Act: Information and Assistance $9,495 A match of 11.12 percent of the total consideration shall be provided by the Contractor from the cash sources or in-kind contributions. C. Term of A.qreement: This Agreement shall be in effect on the 1st day of July, 2002 and end the 30th day of June, 2003, and during such additional term as RVCOG and the Contractor may agree upon in writing. II. GENERAL PROVISIONS A. Funds Available and Authorized; Payments 1. RVCOG has sufficient funds currently available and authorized for expenditure to finance the costs of this Agreement within RVCOG's biennial appropriation or limitation. Contractor understands and agrees that RVCOG's payment of amounts under this Agreement attributable to Work performed after the last day of the current biennium is contingent on RVCOG receiving from the State of Oregon Seniors and People with Disabilities Services appropriations, limitations, or other expenditure authority sufficient to allow RVCOG, in the exercise of its reasonable administrative discretion, to continue to make payments under this Agreement. 2. RVCOG will only pay for completed work that is accepted by RVCOG. 3. A reduction or termination shall not affect payment for allowable expenses incurred by the Contractor prior to the effective date of such action. Prior consultation with the affected Contractor will take place within time constraints consistent with the need for such action. Should a reduction in funding occur, RVCOG may renegotiate the Agreement. B. Amendment: The terms of this Agreement may not be waived, altered, modified, supplemented or amended, in any manner whatsoever, except by written agreement signed by the parties. The Contractor agrees that this Agreement may be modified at any time by RVCOG to accommodate a reduction in funds or change in authorized rates or budgets by the Federal Government, State of Oregon Seniors and People with Disabilities Services, RVCOG, or such other source of funds as may affect the Senior and Disability Services programs of RVCOG. C. Disputes and Default 1. A default may be declared under this agreement if either party materially fails to comply with any provision of this agreement within thirty (30) days after the other party gives written notice specifying the breach. If the breach specified in the notice cannot be completely cured within the thirty day period, no default shall occur if the party receiving the notice begins curative action within the thirty day period and thereafter proceeds with reasonable diligence and in good faith to cure the breach as soon as practicable. PROVISIONS 2. Notwithstanding C1 above, either party may declare a default immediately without allowing an opportunity to cure if the other party repeatedly and materially breaches the terms of this agreement or commits a major breach. A major breach is one that substantially impairs the contractual relationship of the parties to provide the services covered by this agreement. Major breaches include, but are not limited to: a. Intentional or reckless acts or omissions that jeopardize the health, safety, or security of clients. b. Intentional falsification of records. c. Malfeasance by either party's officers or employees. In the event of a default, before either party may bring an action in any court concerning this Agreement, the parties shall endeavor in good faith to resolve the issue through negotiation or mediation. 3. The parties to this Agreement may attempt to resolve any dispute, except for those matters set forth in C2 above, by: a. Providing notice to the other party of the matter in dispute; b.-Have the matter jointly heard by appropriate departmental personnel from RVCOG in an attempt to resolve the matter; c. If the dispute cannot be resolved at the departmental level, the matter shall be referred to the appropriate administrative level; d. At the administrative level, the matter may be referred to a third party mediator. If a default occurs and it is not resolved under C3, above, the party injured by the default may elect to terminate this Agreement and pursue any equitable or legal rights and remedies available under Oregon law. If the Contractor is in default, RVCOG may suspend payments to the Contractor until the matter is resolved. Termination or modification of this Agreement pursuant to this Provision shall be without prejudice to any obligations or liabilities of either party accrued prior to such termination or modification. However, upon receiving a notice of termination, Contractor shall immediately cease all activities under this Agreement, unless expressly directed otherwise by RVCOG in the notice of termination. D. Termination: 1. In addition to the right to terminate for default under Provision C, the Agreement may be terminated by mutual consent or by either party upon thirty (30) days written notice delivered by certified mail or in person. 2. RVCOG may terminate this Agreement, effective immediately upon delivery of wdtten notice to Contractor, or at such later date as may be established by RVCOG, under any of the following conditions: a. If RVCOG funding from federal, state, or other sources is not obtained and continued at levels sufficient to allow for purchase of the indicated quantity of services. When possible, and when agreed upon, the Agreement may be modified to accommodate a reduction in funds. b. If federal or state regulations or guidelines are modified or changed in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. c. If any license or certificate required by law or regulation to be held by Contractor to provide the services required by this Agreement is for any reason denied, revoked, or not renewed. Any such termination of this Agreement shall be without prejudice to any obligations or liabilities of either party accrued prior to such termination. 3. RVCOG may terminate the whole or any part of this Agreement effective immediately upon delivery of a written notice of default (including breach) to Contractor: PROVISIONS a. If Contractor, through its own fault, fails to provide services called for by this Agreement within the time specified herein or any extension thereof; or b. If Contractor fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this Agreement in accordance with its terms, and after receipt of written notice from RVCOG, fails to correct such failures within thirty (30) days or such longer period as RVCOG may authorize. The rights and remedies of RVCOG provided in the above clause related to defaults (including breach) by Contractor shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. 4. Return of Resources: Upon termination, Contractor shall transfer to RVCOG any unexpended and unobligated funds, materials, supplies, equipment, and Agreement rights obtained under this Agreement as directed. Contractor shall protect and preserve rights and property in its possession until transfer to RVCOG has been accomplished. RVCOG may withhold from amounts otherwise due Contractor such sum as RVCOG determines to be necessary to protect itself against loss. E. Subcontracts and Assignment; Successors in Interest: Contractor shall not enter into any subcontracts for any of the Work required by this Agreement, or assign, factor, sell or otherwise transfer the Agreement or any payment arising therefrom, without the prior written consent of RVCOG. In addition to any other provisions RVCOG may require, Contractor shall include in any permitted subcontracts under this Agreement a requirement that the subcontractor be bound by General Provisions of this contract as if the subcontractor were the Contractor. RVCOG's consent to any subcontract shall not relieve Contractor of any of its duties or obligations under this Agreement. 2. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns, if any. F. No Third Party Beneficiaries: RVCOG and Contractor are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Agreement. G. Severability: The parties agree that if any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular term or provision held to be invalid. H. Waiver of Default: Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver or breach of any provision of the Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of the agreement. 1. Indemnity: Contractor shall defend, save, hold harmless, and indemnify the State of Oregon, Department of Human Services, Seniors and People with Disabilities Services, RVCOG, their officers, employees and agents from and against all claims, suits, actions, or expenses of any nature resulting from, or arising out of the acts, errors, or omissions of the Contractor, its assignees, subcontractors, agents, or employees under this Agreement. PROVISIONS Insurance: 1. During the term of this Agreement Contractor shall maintain in force at its own expense, each insurance noted below: a. Workers' Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers. b. General Liability insurance with a combined single limit, or the equivalent, of not less than $1,000,000 each occurrence for Bodily Injury and Property Damage. It shall include contractual liability coverage for the indemnity provided and for obligations assumed under this Agreement. It shall provide that RVCOG, its officers and employees are Additional Insureds but only with respect to the Contractor's services to be provided under this Agreement. c. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than $1,000,000 each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned -vehicles, as applicable. d. Professional Liability insurance with a combined single limit, or the equivalent, of not less than $1,000,000 each claim, incident or occurrence. This is to cover damages caused by error, omission or negligent acts related to the professional services to be provided under this Agreement. 2. Notice of Cancellation or Change: There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days prior written notice from Contractor or its insurer(s) to Contracts Officer, Oregon Department of Human Resources. In the event of unilateral cancellation or modification by the insurance company of any insurance policy referred to in this clause, the Contractor shall, within 24 hours, notify RVCOG verbally and, within ten (10) days, in writing as to the cancellation. If Contractor is self-insured for liability arising from injury to any person or damage to property in an amount sufficient to cover multiple claims made under the Oregon Tort Claims Act, Contractor shall provide to RVCOG documentation on Contractor's self insurance program and coverage prior to agreement approval by RVCOG. 3. Certificates of Insurance: As evidence of the insurance coverages required by this Agreement, Contractor shall furnish acceptable insurance certificates to SDS RVCOG Contracts Manager prior to commencing the Work. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to RVCOG acceptance. If requested, complete copies of insurance policies, trust agreements, etc., shall be provided to the RVCOG. Contractor shall be financially responsible for all pertinent deductibles, self- insured retentions and/or self-insurance. K. Ownership of Work Product: All work products of Contractor that result from this Agreement ("the Work Product") are the exclusive property of RVCOG. RVCOG and Contractor intend that such Work Product be deemed "work made for hire" of which RVCOG shall be deemed the author. If for any reason the Work Product is not deemed "work made for hire," Contractor hereby irrevocably assigns to RVCOG all of its right, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Contractor shall execute such further documents and instruments as RVCOG may reasonably request in order to fully vest such rights in RVCOG. Contractor forever waives any and all rights relating to the Work Product, including without limitation, any and all rights arising under 17 USC 106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications. L. Reports: The Contractor agrees to submit accurate and timely reports as required by RVCOG. Reports include, but are not limited to, the Monthly Older Americans Act Expense Report (Exhibit C) and, where applicable, PROVISIONS Information and Assistance Annual Report (Exhibit D). Reports must be submitted no later than the dates indicated on Exhibit E. Should the Contractor submit reports which appear patently inaccurate or inadequate or fail to submit reports when due, RVCOG may withhold payment due the Contractor, inform the Contractor Director or Board, require attendance at technical assistance meetings, and/or require corrective action plans. Withholding for cause may continue until the Contractor submits required reports, meets corrective action requirements, or establishes to RVCOG's satisfaction that such failure arose out of causes beyond the control and without fault or negligence of the Contractor. In addition to monthly, quarterly and/or annual reports, the Contractor shall provide RVCOG upon request with current copies of the membership list of its Board of Directors, regular financial statements, and all monitoring, assessment, and audit reports. Final payment under this Agreement may, at the sole discretion of RVCOG, be withheld pending submission of satisfactory copies of required reports. M. Notices: All reports and notices to RVCOG shall be addressed to SIDS RVCOG Contracts Manager, P.O. Box 3275, Central Point, OR 97502. N. Reimbursement: Upon submission of the appropriate request form, the Contractor shall receive a monthly reimbursement for Older Americans Act expenditures. Expenditure of the maximum dollar amounts under the Agreement before the end of the fiscal year does not relieve the Contractor of the responsibility to provide required services for the entire fiscal year. RVCOG may withhold payments as necessary because of violation of any portion of this agreement including, but not limited to, record keeping and reporting requirements. RVCOG shall notify the Contractor promptly of its intention to withhold payment and of corrective action required. RVCOG may require repayment by the Contractor of funds paid if records do not support the allowableness of costs under this Agreement or applicable laws and regulations. A determination of disallowed costs by RVCOG, its auditors, the State of Oregon, or the Federal Government places upon the Contractor the responsibility to either return the funds or document the allowableness of the costs. RVCOG and the Contractor agree to cooperate as much as practicable in the resolution of audit exceptions and disallowed costs should they occur. Contractor agrees to reimburse to the RVCOG any funds received by the Contractor for costs which are disallowed for Older Americans Act programs when the disallowance is related to Contractor actions. Contractor is not required to reimburse RVCOG when the disallowance results from implementation of RVCOG rule or policy. Reimbursement shall be made within ten (10) work days of receipt by Contractorfrom RVCOG of a copy of a notice of disallowance. 0. Dual Payment: Contractor shall not be compensated for Work performed under this Agreement from any other department or agency of the State of Oregon. P. Accounting Requirements: Contractor shall maintain a financial management system which assures that financial activities charged to state and federal funds are expended and accounted for in accordance with applicable state and federal requirements. Q. Audit Requirements: 1. For work performed on an hourly or cost reimbursement basis, the allowability of direct and indirect costs shall be governed by 45 CFR Part 74, Subpart Q and 45 CFR Part 92, Subpart C. Contractor agrees to the following terms, and it shall incorporate said terms in all subcontracts it enters into for the performance of the Agreement: 2. Maintain financial records and other records pertinent to this Agreement. All financial records shall be maintained pursuant to generally accepted accounting principles and using appropriate and sufficient documentation of expenses, and in such detail as to accurately reflect revenues, net costs (direct and 6 PROVISIONS apportioned), and other expenses for which reimbursement is claimed. Other records shall be maintained to the extent necessary to clearly and accurately reflect actions taken. Contractor further agrees to provide access to all such fiscal records and to all other books, documents, papers, and records of Contractor which are pertinent to this Agreement, and to allow the making of excerpts, photocopies, and transcripts, and allow performance of audits and/or examination of all fiscal records and books, documents, papers, and records of Contractor. Such access shall be freely allowed to RVCOG, state, and federal personnel, including the Oregon Secretary of State's Office, and their duly authorized agents. 3. All fiscal records, books, documents, papers, plans, and writings shall be retained by Contractor and kept accessible for a minimum of three years, except as required longer by law, following final payment and termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later. 4. Contractor shall have an independent auditor perform an annual audit in accordance with the federal regulations of GAO "Government Auditing Standards" and OMB circular 122, 128, or 133. A copy of this audit shall be submitted to RVCOG on or before 180 days after the end of the Contractor's fiscal year. R. Records Maintenance: Access: Contractor shall maintain all fiscal records relating to this Agreement in accordance with generally accepted accounting principles. In addition, Contractor shall maintain any other records pertinent to this Agreement in such a manner as to clearly document Contractor's performance. Contractor acknowledges and agrees that RVCOG, the Oregon Secretary of State's Office, the Federal Government, and their duly authorized representatives shall have access to such fiscal records and all other books, documents, papers, plans, and writings of the Contractor that are pertinent to this Agreement for the purpose of performing examinations and audits, and making excerpts and transcripts. Contractor shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of three (3) years, or such longer period as may be required by applicable law, following final payment and termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later. S. Independent Contractor: Responsibility for Taxes and Withholding : 1. Contractor shall perform all required Work as an independent Contractor. Although RVCOG reserves the right to (1) determine (and modify) the delivery schedule for the Work to be performed and (2) evaluate the quality of the completed performance, RVCOG cannot and will not control the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of performing the Work. 2. If Contractor is currently performing work for the State of Oregon or the federal govemment, Contractor by signature to this Agreement declares and certifies that: Contractor's Work to be performed under this Agreement creates no potential or actual conflict of interest as defined by ORS 244 and no rules or regulations of Contractor's employing agency (state or federal) would prohibit Contractor's Work under this Agreement. Contractor is not an "officer," "employee," or "agent" of RVCOG, as those terms are used in ORS 30.265. 3. Contractor shall be responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under this Agreement and, unless Contractor is subject to backup withholding, RVCOG will not withhold from such compensation or payments any amount(s) to cover Contractor's federal or state tax obligations. Contractor is not eligible for any Social Security, unemployment insurance or workers' compensation benefits from compensation or payments paid to Contractor under this Agreement, except as a self-employed individual. T. Foreign Contractor: If Contractor is not domiciled in or registered to do business in the State of Oregon, Contractor shall promptly provide to the Oregon Department of Revenue and the Secretary of State Corporation Division all information required by those agencies relative to this Agreement. Contractor shall demonstrate its legal capacity to perform the Work under this Agreement in the State of Oregon prior to entering into this Agreement. PROVISIONS U. Political Activity: None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for the purpose of influencing legislation or for the benefit of any candidate for public office. V. Nondiscrimination: Without limiting the generality of the foregoing, Contractor expressly agrees to comply with the following: (a) Title VI of the Civil Rights Act of 1964; (b) Section V of the Rehabilitation Act of 1973; (c) the Americans with Disabilities Act of 1990, ORS 659.425, (d) all regulations and administrative rules established pursuant to the foregoing; and (e) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. W. Force Maieure: Neither RVCOG nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of God, or war where such cause was beyond the reasonable control of RVCOG or Contractor, respectively. Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Agreement. X. Licensure: The Contractor is required to comply with all applicable state, county, and local licensing and certification requirements, all applicable accrediting standards, and any other standards or criteria established by RVCOG to ensure quality of service. Y. Governing Law; Venue; Consent to Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, "Claim") between RVCOG (and/or any other agency or department of the State of Oregon) and Contractor that arises from or relates to this Agreement shall be brought and conducted solely and exclusively within the located Circuit Court for the State of Oregon; provided, however, if the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. Contractor, BY THE EXECUTION OF THIS AGREEMENT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. Z. Compliance with Tax Laws: ORS 305.385(6) states: No Agreement or other agreement for the purpose of providing goods, services or real estate space to any agency shall be entered into, renewed or extended with any person, unless the person certifies in writing, under penalty of perjury, that the person is, to the best of the person's knowledge, not in violation of any tax laws described in ORS 305.380(4). By signature on this Agreement, Contractor hereby swears/affirms, under penalty of perjury as provided in ORS 350.385(6), that to the best of Contractor's knowledge Contractor is not in violation of any of the tax laws described in ORS 305.380(4). AA. Compliance with Applicable Law: Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the Work under this Agreement. Contractor agrees to implement all applicable federal and state rules, policies, and regulations in the administration of all programs. This includes, but is not limited to, applicable rules, policies and regulations promulgated by the Department of Human Services or its Divisions, the Department of Agriculture Food and Nutrition Service, and Health and Human Services, Health Care Financing Administration. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with: Title III of the Older Americans Act, as amended; Title VI of Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1973, as amended; the Federal Clean Air and Water Pollution Control Acts, as amended; the Americans with Disabilities Act of 1990 and ORS 410, including Oregon Project Independence; ORS 659.425 and federal and state rules under the foregoing, including 45 CFR Part 74, 80, 92, and 1321, including Executive Order 11246 entitled Equal Employment Opportunity as amended by Executive Order 11375 and as supplemented in Federal Acquisition regulations 48 CFR Part 1420; and policies of the Energy Policy and Conservation Act (PL 94-165). AB. Compliance with Applicable Federal Law: Contractor certifies that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any PROVISIONS cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, Contractor agrees to complete and sumit Standard Form-LLL "Disclosure Form to Report Lobbying." 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this Agreement was entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. AC. Representations and Warranties: Contractor's Representation and Warranties: Contractor represents and warrants to RVCOG that (1) Contractor has the power and authority to enter into and perform this Agreement, (2) this Agreement, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, (3) the Work under this Agreement shall be performed in a good and workmanlike manner and in accordance with the highest professional standards, (4) Contractor shall, at all times during the term of this Agreement, be qualified, professionally competent and duly licensed to perform the Work, (5) all computer hardware and software delivered under this Agreement will, individually and in combination, correctly process, sequence, and calculate all date and date-related data for all dates prior to, through and after January 1, 2000 and (6) any software products delivered under this Agreement that process date or date-related data shall recognize, store and transmit date data in a format which explicitly and unambiguously specifies the correct century. 2. Warranties Cumulative: The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided. AD. Limitation of Liabilities: Except for liability arising under or related to the General Provisions of this contract, neither party shall be liable for (a) any indirect, incidental, consequential or special damages under the Agreement or (b) any damages of any sort arising solely from the termination of this Agreement in accordance with its terms. III. PROGRAM REQUIREMENTS A. Coordination: The Contractor agrees to provide information and assistance to RVCOG in carrying out its responsibility under the Older Americans Act to coordinate services available to the elderly and adult disabled in Jackson and Josephine counties. B. Identification: The Contractor agrees to identify the Rogue Valley Council of Governments as a source of funding for the services rendered under this Agreement. A statement substantially similar to the following may be used for this purpose: "Funds for this service are provided by Senior and Disability Services of Rogue Valley Council of Governments under the Older Americans Act." C. Donations: The Contractor shall afford clients the opportunity to contribute to all or part of the costs of the service provided. Each client shall be permitted to determine for her/himself what s/he is able to contribute toward the cost of the service. No client shall be denied services under this Agreement because of inability or failure to make a donation. The Contractor shall provide for a method of receiving donations from individuals which shall assure their privacy and not publicly differentiate among individuals' donations. PROVISIONS Any funds received from clients or on behalf of clients as donations in connection with services provided under this Agreement are considered to be program income and shall be used only for expanding service in the program area in which they are collected. Program income shall be reported and expended as it is earned. D. Volunteers: The Contractor shall provide evidence on request that volunteers are properly supervised and have received training appropriate to the service they are providing and specific to the needs of the older persons. E. Grievance: The Contractor shall establish a written procedure for accepting, recording, and resolving complaints and grievances from clients and other interested parties. The Contractor shall inform all persons registering a complaint or grievance that he or she may contact RVCOG directly if unsatisfied with the resolution of the problem or quality of the service. RVCOG shall notify the Contractor and the complainant of action taken in response to any direct complaint. F. Confidentiality: 1. All information as to personal facts and circumstances obtained by the Contractor shall be treated as privileged communications, shall be held confidential, and shall not be divulged without the written consent of the enrolled recipient, his/her attorney, or his/her parent or legal guardian, except as may be required by RVCOG, directed by the court, or as provided by Oregon Public Records Law. However, nothing prohibits the disclosure of information in summary, statistical, or other form which does not identify particular individuals. 2. The use or disclosure of information concerning recipients shall be restricted to the administration of the agreement. Confidentiality policies apply to all requests from outside sources. RVCOG, Contractor, and subcontractor will share all pertinent information affecting services. 3. Pursuant to 45 CFR 205.50, 42 CFR 431 subpart F, and applicable state laws, the Contractor shall treat all information obtained through the performance of this agreement as confidential information. It shall not use any information, obtained in the performance of the agreement in any manner except as necessary for the proper discharge of its obligations and securement of its rights. All Contractor personnel having access to information pertaining to recipients and/or providers shall complete and sign a nondisclosure agreement. G. Client Satisfaction: The Contractor shall establish a procedure for evaluating client satisfaction. H. Goals and Priorities: The Contractor agrees to honor and promote the goals and priorities for senior and disability programs duly established by RVCOG and incorporated herein by this reference. Abuse Reporting: The Contractor shall establish a procedure for reporting abuse cases as defined in ORS 410.990 and ORS 410.610-670 to RVCOG Senior and Disability Services. IV. ASSURANCES In order to receive funds from RVCOG under the Older Americans Act, the Contractor assures compliance with Older Americans Act Soecific Assurances incorporated herein by this reference as Exhibit F. 10 PROVISIONS V. CONTRACTOR DATA AND CERTIFICATION Name (exactly as filed with the IRS) CITY OF ASHLAND Address 20 E. Main Ashland, OR 97520 Tel: (541) 488-5342 Fax: (541) 488-5311 Federal Tax ID#: 96-6002117 Business Designation (check one): [ ] Corporation (completion of Exhibit "C" not required for Corporations only) (] Professional Corporation [ ] Partnership [ ] Sole Proprietorship [ ] Limited Liability Company [ ] Limited Partnership [ ] Limited Liability Partnership [ Government Entity Above Payment information must be provided prior to agreement approval. This information will be reported to the Internal Revenue Service (IRS) under the name and taxpayer identification submitted. Certification: The individual signing on behalf of Contractor hereby certifies and swears under penalty of perjury: (a) the number shown on this form is Contractor's correct taxpayer identification; (b) Contractor is not subject to backup withholding because: (i) Contractor is exempt from backup withholding, (ii) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor that Contractor is no longer subject to backup withholding; (c) s/he is authorized to act on behalf of Contractor, s/he has authority and knowledge regarding Contractor's payment of taxes, and to the best of her/his knowledge, Contractor is not in violation of any Oregon tax laws as defined in OAR 150-305.385; (d) Contractor data is true and accurate. F sd sds berta contgnrl 03 Ashland.wpd 11 U EXHIBIT A FY 03 OLDER AMERICANS ACT SERVICE DESCRIPTION AGENCY: CITY OF ASHLAND SENIOR PROGRAM Service being provided: Information and Assistance (includes what was previously called Outreach.) Older Americans Act Service Definition: A service for older individuals that provides current information on opportunities and services available within their communities; assesses the problems and capacities of the individuals; links individuals to the opportunities and services; to the maximum extent feasible, ensures the individual receives the services needed and is aware of the opportunities available by establishing adequate follow-up procedures. Older Americans Act Unit of Service: One Contact What do you call this service? INFORMATION & ASSISTANCE 2. What are your goals and objectives in providing this service? Our goal is to provide needed information or service to a senior (or someone acting on a senior's behalf) in gaining access to resources that will enable the senior to maintain independence and fulfillment in his/her life. We intend to provide I & A to 2100 individuals. We expect to provide 6700 units of service. 3. How will the service be provided? Contact will be face-to-face or telephone contacts between a senior or advocate and the I & A Specialist, Director or trained volunteer. 4. Provide detail about the staff who are providing the service. Include number of FTE and salary and benefits for each FTE. Information & Assistance Specialist .45 FTE, $11.54/Hr, plus medical/ dental. Director .4 FTE, $16.00/Hr. plus medical/dental. Trained volunteers .4 FTE. 5. Describe other funding used to support this service. City of Ashland provides approximately 75% funding for Information & Assistance. 6. If staff are providing a variety of activities for your agency, how do you assure that the OAA service being contracted for is provided and tracked separately? Each contact is recorded on a daily log showing need and service provided. This record-keeping provides a way to show inquiries regarding senior center activities or administrative as separate from OAA services. 7. The Older Americans Act requires annual program performance reports. The National Aging Program Information System (NAPIS) was developed to provide these reports. NAPIS requires that the following information for information and assistance be tracked: the total number of service units delivered in the fiscal year, the total number of unduplicated clients served in the fiscal year broken out by: Minority Status Each contact is recorded on a daily log by the worker providing I & A. At that time the worker determines if this qn initial contact or if the individual has received prior assistance. Unduplicated clients will be noted appropriately as will ethnic origin and- poverty status in preparation for OAA reports. (African American, Hispanic Origin, American Indian/Native Alaskan, Asian American/pacific Islander and Non-Minority); Rural Clients; Clients in Poverty; and Client in Poverty who are Minorities. Information and assistance unduplicated persons served and Units of Service will be reported on the Information and Assistance Annual Report form - see Exhibit D. 8 Describe how you will comply with NAPIS reporting requirements listed in #11 above. Be specific about how you will determine unduplicated clients, minority, and poverty status. The senior will be made aware of the need for this information as the worker asks and notes responses. However, if the individual is reluctant to provide information, their wishes will be respected and the service will be provided. Their reluctance will be recorded on the log. 9. If this is an ongoing service, is there any change in this service from that provided under this contract for the previous year? No changes. F sd sds berta contgnrl AA srvc desc e FY 2002 - 2003 RESOURCES/OBJECTIVES - EXHIBIT B I AGENCY: CITY OF ASHLAND SENIOR PROGRAM SERVICE: Information & Assistance CASH AND IN-KIND RESOURCES SUBTOTALS TOTALS OAA FUNDS 9,495 MATCH (Can be cash and/or in-kind. Total match must 11.12 percent of Title IIIB/IIIF OAA funds and/or 33.34 percent of Title IIIE OAA funds. Cash 1,056 In-Kind TOTAL MATCH 1,056 OTHER CASH RESOURCES United Way _ Foundation Grants Organization Donations City Funds 37,535 County Funds : 1 ?* It : State Funds Federal Funds %?J''' ' Community Service Block Grants Miscellaneous STF/STG Funds Other TOTAL OTHER CASH RESOURCES 37,535 OTHER IN-KIND RESOURCES Volunteer Time/Unreimbursed Volunteer Travel 2 600 Donated Staff Time, Space, Equipment, Vehicles , 1,800 Other I f TOTAL OTHER IN-KIND RESOURCES 4 400 4,400 PROGRAM INCOME TOTAL CASIj AND IN-KIND RESOURCES 5?.4Rh UNITS OF SERVICE: OAA/USDA COST PER UNIT: CASH COST PER UNIT: SOS BERTA CGNTGNRL RESGBJ2.WP0 6700 1.42 UNDUPLICATED PERSONS SERVED: OAA /USDA COST PER PERSON: 2100 4.52 17.87 5.60 CASH COST PER PERSON: EXHIBIT D INFORMATION AND ASSISTANCE ANNUAL REPORT FOR FISCAL YEAR 2003 CHARACTERISTIC UNDUPLICATED PERSONS AFRICAN AMERICAN HISPANIC ORIGIN AMERICAN INDIAN/NATIVE ALASKAN NON-MINORITY RURAL CLIENTS - CLIENTS IN POVERTY MINORITY CLIENTS IN POVERTY TOTAL PERSONS SERVED TOTAL NUMBER OF SERVICE UNITS FOR FISCAL YEAR 2003: I CERTIFY THAT THE INFORMATION CONTAINED IN THIS STATEMENT IS ACCURATE TO THE BEST OF MY KNOWLEDGE AND THAT THE SERVICES HAVE BEEN PERFORMED IN ACCORDANCE WITH THE TERMS OF THE CONTRACT. SIGNATURE DATE PHONE Please complete and return by August 15, 2003 to: SDS RVCOG, P. O. Box 3275, Central Point, OR 97502. F SD SDS BERTA CONTGNRL I&AREPRT.WPD EXHIBIT E RVCOG SENIOR SERVICES REPORT DUE DATES Older Americans Act Reports Monthly Older Americans Act Expense Report Due the fifteenth of the month following the month the service was delivered. Revisions t the final monthly expense report for the fiscal year must be submitted by August 15 followin the end of the fiscal year. Information and Assistance Annual Report Due August 15. Legal Assistance Annual Report Due August 15. National Aging Program Information System (NAPIS) Reports NAPIS Form Due to RVCOG weekly (this spreads out the data entry work load for NAPIS Clerk). NAPIS Monthly Transaction Record Due to RVCOG by the fifteenth of the month following the month the service was delivered C:\berta\contgnrl\due dates exhibit e.wpd EXHIBIT F OLDER AMERICANS ACT SPECIFIC ASSURANCES As a condition for receipt of funds under Title III of the Older Americans Act, the RVCOG requires its providers of services to: 1. Provide the RVCOG with timely statistical and other information which the RVCOG requires to meet its planning, coordination, evaluation and reporting requirements established by the State under 45 CFR 1321.13. 45 CFR 1321.65(a) 2. Specify how the provider intends to satisfy the service needs of low-income minority individuals in the area served, including attempting to provide services to low-income minority individuals at least in proportion to the number of low-income minority older persons in the population serviced by the provider. 45 CFR 1321.65(b) 3. Provide recipients with an opportunity to contribute to the cost of the service as provided in section 1321.67. 45 CFR 1321.65(c) 4. With the consent of the older person, or his or her representative, bring to the attention of appropriate officials for follow-up, conditions or circumstances which place the older person, or the household of the older person, in imminent danger. 45 CFR 1321.65(d) 5. Where feasible and appropriate, make arrangements for the availability of services to older persons in weather-related emergencies. 45 CFR 1321.65(e) 6. Assist participants in taking advantage of benefits under other programs. 45 CFR 1321.65(f) 7. Assure that all services funded under Title I I I of the Older Americans Act are coordinated with other appropriate services in the community, and that these services do not constitute an unnecessary duplication of services provided by other sources. 45 CFR 1321.65(g) 8. Provide each older person with an opportunity to voluntarily contribute to the cost of the service. 45 CFR 1321.67(a)(1) 9. Protect the privacy of each older person with respect to his or her contributions. 45 CFR 1321.67(a)(2) 10. Establish appropriate procedures to safeguard and account for all contributions. 45 CFR 1321.67(a)(3) 11. Use supportive services and nutrition services contributions to expand supportive services and nutrition services respectively. 45 CFR 1321.67(b) 12. Not deny any older person a service because the older person will not or cannot contribute to the cost of the service. 45 CFR 1321.67(d) cAbertalcontg nrlloaaassur.wpd In order to receive funds allocated under the Older Americans Act, the Contractor must assist RVCOG to assure that: Preference will be given to older persons in greatest social or economic need in the provision of services under the Area Plan. 45 CFR 1321.17(f)(2) 2. Procedures exist to ensure that all services provided under Title III of the Older Americans Act are provided without use of any means tests. 45 CFR 1321.17(f)(3) 3. All services provided under Title III of the Older Americans Act meet any existing State and local licensing, health and safety requirements for the provision of those services. 45 CFR 1321.17(f)(4) 4. Older persons are provided opportunities to voluntarily contribute to the cost of all services. 45 CFR 1321.17(f)(5) 5. RVCOG shall compile, and make available at senior centers, congregate nutrition sites, and other appropriate places, information on courses of post-secondary education offered to older persons with little or no tuition. 45 CFR 1321.17(f)(11) 6. Services provided under Title III of the Older Americans Act will be coordinated, where appropriate, with the services provided under Title VI of the Older Americans Act. 45 CFR 1321.17(f)(13) 7. RVCOG will, consistent with budgeting cycles, submit the details of proposals to pay for program development and coordination as a cost of supportive services to the general public for review and comment. Any such expenditure will have a direct and positive impact on the enhancement of services for older persons in the planning and service area. 45 CFR 1321.17(f)(14)(ii)(iii) 8. Where there is a significant population of older Indians in any planning and service area, the RVCOG will provide for outreach activities to identify older Indians in such area and shall inform such older Indians of the availability of assistance under the Older Americans Act. 45 CFR 1321.17(f)(15) 9. RVCOG assures compliance with Sec. 306(a)(5)(C) of the Older Americans Act in that each activity undertaken by RVCOG, including planning, advocacy, and systems development, will include a focus on the needs of low-income minority older individuals. 10. RVCOG assures that legal assistance providers providing legal assistance under section 307(a)(15) of the Act will comply with section 1321.71 of the Regulations issued under the Older Americans Act. 45 CFR 1321.71 11. RVCOG assures compliance with the Private Eldercare and Case Management Policy (AR-90-28) issued by the DIVISION, as required by the AoA-PI-90-06. 12. RVCOG, in carrying out the State Long-Term Care Ombudsman program under section 307(a)(12), will expend not less than the total amount of funds appropriated under this Act and expended by the RVCOG in fiscal year 1991 in carrying out such a program under this title. 13. Elderly and disabled persons or others on their behalf have a right to request information and service; that a determination of service eligibility be conducted, that persons be advised of the decision and have an opportunity to request a hearing; 14. RVCOG utilizes established DIVISION service priorities; 15. Clients will be provided service at the level of care required and permitted by DIVISION rules and available staffing; 16. RVCOG will develop a goal-oriented local service delivery system for clients which will incorporate within available resources the following: (a) Protective services; (b) Prevention or reduction of institutionalization; ( c) Achievement and maintenance of self-sufficiency; (d) Appropriate placement in a facility, if needed; (e) Achievement and maintenance of economic self-support; 17. RVCOG will use DIVISION required payment forms, reports, etc., to document services. f sd sds berta contgnrl oaaasurmpd 3 c° 0 V CL 0 v 3 M T O 0 O 0 c m N N N O -n Z Cl) 3 < F m > m 0 z D z ? O Nr m v zm n N 3 m m .o C D wWno- io „ A n x 0 T = ,'p m? T O x MD R p N D 2 xZ m x ;a M 0 O N _ m m m ; •o o :.. 3 w D W N -? 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