AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND
PENINSULA YMCA C/O YMCA OF SAN FRANCISCO

 

THIS AGREEMENT, entered into this _____ day of _______________ , 20_____, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and PENINSULA YMCA c/o YMCA OF SAN FRANCISCO YOUTH SERVICES BUREAU, hereinafter called "Contractor";

 

W I T N E S S E T H:

 

WHEREAS, pursuant to Government Code, Section 31000, the County may contract with independent contractors for the furnishing of such services to or for the County or any Department thereof;

 

WHEREAS, it is necessary and desirable that the Contractor be retained for the purpose of providing a safe and structured environment where youth on probation in San Mateo County can improve in academics, life skills, and health and wellness, which will help them to build healthy relationships with their families and communities.

 
 

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

   

1.

Exhibits and Attachments

The following exhibits and attachments are included hereto and incorporated by reference herein:

Exhibit A—Services
Exhibit B—Payments and rates

Exhibit C—Program Monitoring
Exhibit D—504 Compliance
Exhibit E—Contractor’s Declaration Form
Exhibit F— Finger Printing Compliance
Exhibit G—Child Abuse Prevention Reporting

2.

Services to be performed by Contractor

In consideration of the payments set forth herein and in Exhibit “B,” the Contractor shall perform services for the County in accordance with the terms, conditions and specifications set forth herein and in Exhibit “A.”

 

3.

Payments

In consideration of the services provided by the Contractor in accordance with all terms, conditions and specifications set forth herein and in Exhibit "A," the County shall make payment to the Contractor based on the rates and in the manner specified in Exhibit "B." The County reserves the right to withhold payment if the County determines that the quantity or quality of the work performed is unacceptable. In no event shall the County’s total fiscal obligation under this Agreement exceed ONE HUNDRED TEN THOUSAND TWO HUNDRED FORTY ONE DOLLARS, ($110,241).

 

4.

Term and Termination

Subject to compliance with all terms and conditions, the term of this Agreement shall be from

July 1, 2009 through December 31, 2009. This Agreement may be terminated by the Contractor, the Chief Probation Officer or his/her designee at any time without a requirement of good cause upon thirty (30) days’ written notice to the other party.

In the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hereafter referred to as materials) prepared by the Contractor under this Agreement shall become the property of the County and shall be promptly delivered to the County. Upon termination, the Contractor may make and retain a copy of such materials. Subject to availability of funding, the Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment shall be that portion of the full payment which is determined by comparing the work/services completed to the work/services required by the Agreement.

 

5.

Availability of Funds

The County may terminate this Agreement or a portion of the services referenced in the Attachments and Exhibits based upon unavailability of Federal, State, or County funds, by providing written notice to Contractor as soon as is reasonably possible after the County learns of said unavailability of outside funding.

   

6.

Relationship of Parties

The Contractor agrees and understands that the work/services performed under this Agreement are performed as an independent contractor and not as an employee of the County and that the Contractor acquires none of the rights, privileges, powers, or advantages of County employees.

 

7.

Hold Harmless

The Contractor shall indemnify and save harmless the County, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description, brought for, or on account of: (A) injuries to or death of any person, including the Contractor, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, (C) any sanctions, penalties, or claims of damages resulting from the Contractor’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, or (D) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of the County, its officers, agents, employees, or servants, resulting from the performance of any work required of the Contractor or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage for which the County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct.

 

The duty of the Contractor to indemnify and save harmless as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code.

   

8.

Assignability and Subcontracting

The Contractor shall not assign this Agreement or any portion thereof to a third party or subcontract with a third party to provide services required by the County under this Agreement without the prior written consent of the County. Any such assignment or subcontract without the County’s prior written consent shall give the County the right to automatically and immediately terminate this Agreement.

 

9.

Insurance

The Contractor shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by Risk Management, and the Contractor shall use diligence to obtain such insurance and to obtain such approval. The Contractor shall furnish the Department/Division with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the Contractor pursuant to this Agreement. These certificates shall specify or be endorsed to provide that thirty (30) days' notice must be given, in writing, to the Department/Division of any pending change in the limits of liability or of any cancellation or modification of the policy.

 

(1)

Worker's Compensation and Employer's Liability Insurance The Contractor shall have in effect during the entire life of this Agreement Workers' Compensation and Employer's Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor certifies, as required by Section 1861 of the California Labor Code, that it is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and it will comply with such provisions before commencing the performance of the work of this Agreement.

 

(2)

Liability Insurance The Contractor shall take out and maintain during the life of this Agreement such Bodily Injury Liability and Property Damage Liability Insurance as shall protect him/her 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 the Contractor’s operations under this Agreement, whether such operations be by himself/herself or by any sub-contractor or by anyone directly or indirectly employed by either of them. Such insurance shall be combined single limit bodily injury and property damage for each occurrence and shall be not less than the amount specified below.

   
 

Such insurance shall include:

 

(a)

Comprehensive General Liability . . . . . . . . . . . . . . . . . .

$1,000,000

 

(b)

Motor Vehicle Liability Insurance . . . . . . . . . . . . . . . . . .

$1,000,000

 

(c)

Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,000,000

       

The County and its officers, agents, employees and servants shall be named as additional insured on any such policies of insurance, which shall also contain a provision that the insurance afforded thereby to the County, its officers, agents, employees and servants shall be primary insurance to the full limits of liability of the policy, and that if the County or its officers and employees have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only.

 

In the event of the breach of any provision of this section, or in the event any notice is received which indicates any required insurance coverage will be diminished or canceled, the County at its option, may, notwithstanding any other provision of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend all further work pursuant to this Agreement.

 

10.

Compliance with laws; payment of Permits/Licenses

All services to be performed by the Contractor pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, including, but not limited to, Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, and 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.

In the event of a conflict between the terms of this agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement.

The Contractor will, in a timely manner, accurately complete, sign, and submit all necessary documentation of compliance.

 

11.

Non-Discrimination and Other Requirements

A.

Section 504 applies only to Contractors who are providing services to members of the public. The Contractor shall comply with 504 of the Rehabilitation Act of 1973, which provides that no otherwise qualified handicapped individual shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of this Agreement.

B.

General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or subject to discrimination under this Agreement.

C.

Equal employment opportunity. The Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. The Contractor’s equal employment policies shall be made available to the County upon request.

D.

Violation of Non-discrimination provisions. Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject the Contractor to penalties, to be determined by the County Manager, including but not limited to

 

i)

termination of this Agreement;

 

ii)

disqualification of the Contractor from bidding on or being awarded a County contract for a period of up to 3 years;

 

iii)

liquidated damages of $2,500 per violation;

 

iv)

imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Manager.

     

To effectuate the provisions of this section, the County Manager shall have the authority to examine the Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to the Contractor under the Contract or any other Contract between the Contractor and the County.

     

The Contractor shall report to the County Manager the filing by any person in any court of any complaint of discrimination or the filing by any person of any and all charges with the Equal Employment Opportunity Commission, the Fair Employment and Housing Commission or any other entity charged with the investigation of allegations within 30 days of such filing, provided that within such 30 days such entity has not notified the Contractor that such charges are dismissed or otherwise unfounded. Such notification shall include the name of the complainant, a copy of such complaint, and a description of the circumstance. The Contractor shall provide the County with a copy of their response to the Complaint when filed.

 

E.

Compliance with Equal Benefits Ordinance. With respect to the provision of employee benefits, the Contractor shall comply with the County Ordinance which prohibits contractors from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse.

F.

The Contractor shall comply fully with the non-discrimination requirements required by 41 CFR 60-741.5(a), which is incorporated herein as if fully set forth.

   

12.

Compliance with Contractor Employee Jury Service Ordinance

The Contractor shall comply with the County Ordinance with respect to provision of jury duty pay to employees and have and adhere to a written policy that provides that its employees shall receive from the contractor, on an annual basis, no less than five days of regular pay for actual jury service in San Mateo County. The policy may provide that employees’ deposit any fees received for such jury service with the Contractor or that the Contractor deduct from the employees’ regular pay the fees received for jury service.

   

13.

Retention of Records, Right to Monitor and Audit

(a) The Contractor shall maintain all required records for five (5) years after the County makes final payment and all other pending matters are closed, and shall be subject to the examination and/or audit of the County, a Federal grantor agency, and the State of California.

(b) Reporting and Record Keeping: The Contractor shall comply with all program and fiscal reporting requirements set forth by appropriate Federal, State and local agencies, and as required by the County.

(c) The Contractor agrees to provide to the County, to any Federal or State department having monitoring or review authority, to the County's authorized representatives, and/or their appropriate audit agencies upon reasonable notice, access to and the right to examine 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.

 

14.

Merger Clause

This Agreement, including the Exhibits attached hereto and incorporated herein by reference, constitutes the sole Agreement of the parties hereto and correctly states the rights, duties, and obligations of each party as of this document's date. In the event that any term, condition, provision, requirement or specification set forth in this body of the agreement conflicts with or is inconsistent with any term, condition, provision, requirement or specification in any exhibit and/or attachment to this agreement, the provisions of this body of the agreement shall prevail. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications shall be in writing and signed by the parties.

   

15.

Controlling Law

The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties hereunder, the interpretation, and performance of this Agreement shall be governed by the laws of the State of California.

   

16.

Notices

Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when deposited in the United State mail, postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, addressed to:

 
 

In the case of County, to:
San Mateo County Probation Department
Attn; Christine Villanis, Director, Juvenile Division

222 Paul Scannell Drive
San Mateo, CA 94402

   
 

In the case of Contractor, to:
Peninsula YMCA c/o YMCA of San Francisco
Attn: Kimberly Wheeler, Executive Director

1670 South Amphlett Boulevard, Suite 115
San Mateo, CA 94402

 

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

 
 

COUNTY OF SAN MATEO

 
 
 

By:

 

Richard S. Gordon, President

Board of Supervisors

 
 
 

Date:

 

ATTEST:

 
 

By:

Clerk of Said Board

 

Peninsula YMCA c/o YMCA of San Francisco

Kimberley Wheeler, Executive Director

 
 
 

Contractor’s Signature

 
 

Date:

 

Program

Days of the Week

From

To

Day

Monday – Thursday

9 AM

3 PM

Evening

Monday – Thursday

4 PM

8 PM

In addition to the basic services the Contractor provides as described in this paragraph, the Contractor may refer the youth and their families to other services from time to time to enhance the scope of the resources provided.

Contractor Name:

Peninsula YMCA c/o YMCA of San Francisco

Phone:

650 286-3917

Contact Person:

Kimberly Wheeler, Executive Director

Fax:

650 349-1103

Address:

1670 South Amphlett Blvd, Suite 115
San Mateo, CA 94402

 

Contractor complies with the County’s Equal Benefits Ordinance by:

 

offering equal benefits to employees with spouses and employees with domestic partners.

 

offering a cash equivalent payment to eligible employees in lieu of equal benefits.

Contractor does not comply with the County’s Equal Benefits Ordinance.

Contractor is exempt from this requirement because:

 

Contractor has no employees, does not provide benefits to employees’ spouses, or the contract is for $5,000 or less.

 

Contractor is a party to a collective bargaining agreement that began on (date) and expires on (date), and intends to offer equal benefits when said agreement expires.

Finding(s) of discrimination have been issued against Contractor within the past year by the Equal Employment Opportunity Commission, Fair Employment and Housing Commission, or other investigative entity. Please see attached sheet of paper explaining the outcome(s) or remedy for the discrimination.

No finding of discrimination has been issued in the past year against the Contractor by the Equal Employment Opportunity Commission, Fair Employment and Housing Commission, or any other entity.

Contractor complies with the County’s Employee Jury Service Ordinance.

Contractor does not comply with the County’s Employee Jury Service Ordinance.

Contractor is exempt from this requirement because:

 

the contract is for $100,000 or less.

 

Contractor is a party to a collective bargaining agreement that began on (date) and expires on (date), and intends to comply when the collective bargaining agreement expires.

Contractor agrees to ensure that all known or suspected instances of child abuse or neglect are reported to a child protective agency. Contractor agrees to fully comply with the Child Abuse and Neglect Reporting Act, Cal Pen Code 11164 et seq. Contractor will ensure that all known or suspected instances of child abuse or neglect are reported to an agency (police department, sheriff’s department, county probation department if designated by the county to receive mandated reports, or the county welfare department) described in Penal Code Section 11165.9. This responsibility shall include: