AGREEMENT BETWEEN COUNTY OF SAN MATEO AND THE FAMILY SERVICE AGENCYFOR PROFESSIONAL SERVICES


THIS AGREEMENT, entered into this ____ day of __________________, 2009, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and FAMILY SERVICE AGENCY, hereinafter called “FSA”;


W I T N E S S E T H:


WHEREAS, it is necessary and desirable that County perform the professional services hereinafter described for FSA;

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:

1. Services to be Performed by County

In consideration of the payments hereinafter set forth, County shall provide services as described in Schedule A, attached hereto and incorporated by reference herein. Such services shall be provided in a professional and diligent manner.

2. Payments

A. Maximum Amount. In full consideration of County's performance of the services described in Schedule A, the amount that FSA shall be obligated to pay for services rendered under this Agreement shall not exceed THREE HUNDRED AND ONE THOUSAND FIVE HUNDRED THIRTY DOLLARS ($301,530) for the contract term.

B. Rate of Payment. The rate and terms of payment shall be as specified in

Schedule B, attached hereto and incorporated herein. Any rate increase is subject to the mutual approval of the parties, and shall not be binding on FSA unless so approved in writing. Each payment shall be conditioned on the performance of the services described in Schedule A.

C. Time Limit for Submitting Invoices. County shall submit an invoice for services to FSA for payment in accordance with the provisions of Schedule B.

3. Relationship of Parties

It is expressly understood that this is an agreement between two (2) independent contractors and that no agency, employee, partnership, joint venture or other relationship is established by this Agreement. The intent by both County and FSA is to create an independent contractor relationship.

4. Hold Harmless

It is agreed that FSA shall defend, save harmless and indemnify County, its officers and employees, from any and all claims for injuries or damages to persons and/or property which arise out of the terms and conditions of this Agreement and which result from the negligent acts or omissions of FSA, its officers and/or employees. FSA shall indemnify and save harmless County, its officers, agents, employees, and servants from any sanctions, penalties or claims of damages resulting from FSA’s failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended.

It is further agreed that County shall defend, save harmless and indemnify FSA, its officers and employees, from any and all claims for injuries or damages to persons and/or property which arise out of the terms and conditions of this Agreement and which result from the negligent acts or omissions of County, its officers and/or employees.

In the event of concurrent negligence of FSA, its officers and/or employees, and County, its officers and/or employees, then the liability for any and all claims for injuries or damages to persons and/or property which arise out of the terms and conditions of this Agreement shall be apportioned under the California theory of comparative negligence as established presently, or as may be hereafter modified.

5. Insurance

A. Workers' Compensation and Employer Liability Insurance. County shall have in effect during the entire life of this Agreement Workers' Compensation and Employer Liability Insurance providing full statutory coverage. In signing this Agreement, County makes the following certification, required by Section 1861 of the California Labor Code:

I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this Agreement.

B. Liability Insurance. County shall be self-insured during the life of this Agreement under such Bodily Injury Liability and Property Damage Liability Insurance as shall protect it while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from County’s operations under this Agreement, whether such operations be by the County or by any subcontractor or by anyone directly or indirectly employed by either of them. Such insurance shall be combined single limit bodily injury coverage.

6. Amendment of Agreement

This Agreement is complete and contains all the terms and conditions agreed upon by the parties. No amendment shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement shall be binding on the parties hereto.

7. Records

A. County agrees to provide to FSA, to any federal or state department having monitoring or reviewing authority, to County's authorized representatives and/or their appropriate audit agencies upon reasonable notice, access to and the right to examine and audit all records and documents necessary to determine compliance with

relevant federal, state, and local statutes, rules and regulations, and this Agreement and to evaluate the quality, appropriateness and timeliness of services performed.

B. County shall maintain and preserve all financial records relating to this Agreement for a period of four (4) years from the termination date of this Agreement, or until audit findings are resolved, whichever is greater.

8. Compliance with Applicable Laws

All services to be performed by County pursuant to this Agreement shall be performed in accordance with all applicable federal, state, county, and municipal laws, including, but not limited to, the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and attached hereto and incorporated by reference herein as Attachment I, which prohibits discrimination on the basis of handicap in programs and activities receiving any federal or county financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations.

9. Interpretation and Enforcement

A. Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when both: (1) transmitted via facsimile to the telephone number listed below; and (2) either deposited in the United State mail, postage prepaid, certified or registered mail, return receipt requested -or- deposited for overnight delivery with an established overnight courier that provides a tracking number showing confirmation of receipt, for transmittal, charges prepaid, addressed to the address below. In the event that the facsimile transmission is not possible, notice shall be given both by United States mail and an overnight courier as outlined above.



1) In the case of County, to:

San Mateo Medical Center
225 W. 39^th Avenue
San Mateo, CA 94403
Attn: Chief Executive Officer
Facsimile: 650/573-2950

With a copy to:
County Counsel’s Office
400 County Center
Redwood City, CA 94063
Facsimile: 650/363-4034

or to such person or address as County may, from time to time furnish to Entity;

2) In the case of FSA, to:
Family Service Agency
24 Second Avenue
San Mateo, CA 94401
Attn: Ann Torres
Facsimile: 650/403-4303

B. Controlling Law and Venue. The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties hereunder and the interpretation and performance of this Agreement, shall be governed by the laws of the State of California. Any dispute arising out of this Agreement shall be venued either in the San Mateo County Superior Court or in the United States District Court for the Northern District of California.

10. Term of the Agreement

Subject to compliance with the terms and conditions of this Agreement, the term of this Agreement shall be from July 1, 2009, through June 30, 2012. This Agreement may be terminated by FSA or County at any time upon thirty (30) days' written notice to the other party.



IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hands.

EXHIBIT “A”

FAMILY SERVICE AGENCY

2009-2012

In consideration of the payments set forth in Exhibit “B”, County shall provide the following services:

I. Description of Services to be Performed by the County

A. County shall provide meal service to the Family Service Agency (the “Agency”) at the following addresses:

Leo J. Ryan Child Development Center 1200 Miller Avenue South San Francisco, CA 94080		Plaza Child Development Center 900 Main Street Redwood City, CA 94063
Community Infant Toddler Center 225 Tilton Avenue San Mateo, CA 94401		Redwood City Child Development Center 1968 Old County Road Redwood City, CA 94063
Haven Child Development Center 260 Van Buren Avenue Menlo Park, CA 94025		Early Learning Child Development Center 24 Second Avenue San Mateo, CA 94401

B. Meals, excluding milk, shall be provided by 11:30 a.m. Monday through Friday, except for the following yearly holidays and observances:

1.	July 4	Independence Day	Or date observed
2.	September 1	Labor Day	Or date observed
3.	October 13	Columbus Day	Or date observed
4.	November 11	Veteran’s Day	Or date observed
5.	November 27	Thanksgiving Day	Date subject to change
6.	November 28	Day after Thanksgiving	Date subject to change
7.	December 25	Christmas	Or date observed
8.	January 1	New Year’s Day	Or date observed
9.	January 19	Martin Luther King, Jr.’s Birthday	Date subject to change
10.	February 16	Washington’s Birthday	Or date observed
11.	May 25	Memorial Day	Date subject to change

C. County will:

1. Present to Agency, for approval, a proposed menu for each month at least 14 days prior to the beginning of the month to which the menu applies. Any changes to the menu made after the Agency approval must be agreed upon by the Agency and documented in the menu records.

2. Assure that each meal provided to the Agency under this contract meets the minimum nutritional requirements as specified by the Child Care Food Program (CCFP) Meal Pattern Schedule B which is excerpted from regulations 7 CFR Part 226.20.


3. Maintain full and accurate records that document the following:


a. The menus listing all meals provided to the Agency during the term of this contract.

b. A listing of all reimbursable nutritional components of each meal.

c. An itemization of the quantities of each component used to prepare the meals.

d. Meal preparation documentation using yield factors for each item as listed in the USDA Food Buying Guide or the Simplified Food Buying Guide (SFBG) when calculating and recording the quantity of food prepared for each meal.

e. Maintain on a daily basis an accurate count of the number of meals by meal type, prepared for the Agency. Meal count documentation must include the number of meals requested by the Agency.

f. Maintain cost records as invoices, receipts and/or other documentation that exhibit the purchase, or otherwise availability to the Agency, of the meal components and quantities itemized in the meal preparation records.

g. Retain all required records for a period of three (3) years after the end of the fiscal year to which they pertain (or longer, if an audit or administrative review is in progress); and upon receipt to make all account and records pertaining to the Agreement available to the Certified Public Accountant hired by the Agency, representatives of the California State Department of Education, the U.S. Department of Agriculture, and the U. S. General Accounting Office for audit or administrative review at a reasonable time and place.

4. Allow the Agency to increase or decrease the number of meal orders, as needed, when the request is made within twenty-four hours the prior business day of the scheduled delivery time.

5. Provide the Agency with a copy of current health certifications for the food service facility in which it prepared meals for use in CCFP. The County and the Agency shall ensure that all health and sanitation requirements of the California Retail Food Code, and the Chapter 4 of the California Health and Safety Code, are met at all times.

6. Not subcontract for the total meal, with or without milk, or for the assembly of the meal.

D. The Agency agrees to:

1. Order meals by Thursday for the following week. Notify County of necessary increases or decreases in the number of meal orders within two days of the scheduled delivery time. Errors in meal order counts made by the Agency shall be the responsibility of the Agency.

2. Ensure that an Agency representative is available at each delivery site at the specified time on each specified delivery day to receive, inspect and sign for the requested number of meals. This individual will verify the temperature, quality and quantity of each meal service delivery. The Agency assures the County that this individual will be trained and knowledgeable in the recordkeeping and meal requirements of CCFP and in health and sanitation practices.

3. Provide personnel to serve meals, clean the serving and eating areas, and assemble transport carts and auxiliary items for pick up or delivery by the vendor no later than 1:00 p.m.

4. Notify County within 5 days of receipt of the next month’s proposed menu regarding any changes, additions, or deletions that will be required in the menu request.

5. Provide the County with a copy of Title 7 CFR Part 226; the CCFP Meal Pattern, Schedule B; the Child Nutrition Food Distribution Division CNFDD Simplified Food Buying Guide, and all other technical assistance materials pertaining to the food service requirements of CCFP. The Childcare Center will, within 24 hours of receipt from California Department of Education CDE/CCFP, advise the vendor of any changes in the food service requirements of CCFP.

Exhibit “B”

FAMILY SERVICE AGENCY

2009 – 2012

I. Amount and Method of Payment

A. Cost per meal shall be $3.40 from July 1, 2009, through June 30, 2010; $3.50 from July 1, 2010, through June 30, 2011; and $3.60 from July 1, 2011, through June 30, 2012.

B. County will present to the Agency an invoice accompanied by reports no later than the fifteenth day of each month that itemizes the previous month’s delivery. County will forfeit payment for meals that are not ready within one (1) hour of the agreed upon delivery time, are spoiled or unwholesome at the time of delivery, are short components, or do not otherwise meet the meal requirements contained in the Agreement.

C. The Agency will pay the County within thirty days the full amount as presented on the monthly itemized invoice. The Agency agrees to notify the County within 48 hours of receipt of any discrepancy in the invoice.

D. The Agency will pay the County a minimum of NINETY-SEVEN THOUSAND FIVE HUNDRED FIFTY-FOUR DOLLARS ($97,554) from July 1, 2009, through June 30, 2010; ONE HUNDRED THOUSAND FOUR HUNDRED EIGHTY-ONE DOLLARS ($100,481) from July 1, 2010, through June 30, 2011; and ONE HUNDRED AND THREE THOUSAND FOUR HUNDRED NINETY-FIVE DOLLARS ($103,495) from July 1, 2011, through June 30, 2012, for services rendered under this Agreement for the Agreement term.