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HomeMy WebLinkAboutR-1990-D5853 Sr. Citizen / Social Day Care r RESOLUTION NO. A RESOLUTION authorizing the City Manager and City Clerk of the City of Yakima to execute a Social Daycare Agreement with Yakima County. WHEREAS, Yakima County is willing to fund $15,300.00 to the City of Yakima to assist in providing social daycare services; and WHEREAS, the City Council deems it to be in the best interest of the City that such Social Daycare Agreement be executed by the City, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and City Clerk of the City of Yakima are hereby authorized to execute the Social Daycare Agreement. with Yakima County, a copy of which agreement is attached hereto and by reference made a part hereof. // ADOPTED BY THE CITY COUNCIL this // day of l 7�of�v` r, 1990. Mayor ATTEST: City Clerk (res'daycare.jt) AGREEMENT NUMBER FUNDING SOURCE PERIOD OF AGREEMENT 91- 009 -258 SCSA 01/01/91-12/31/91 7 THIS AGREEMENT is entered into thisp� day of / , 1990 by and between Yakima County, hereinafter denominated the "County ", through the Office of Aging and Long Term Care whose address is 2009 South 64th Avenue, Yakima, Washington 98903, hereinafter denominated the "Department", and City of Yakima whose address is 129 North 2nd Street, Yakima, Washington 98901 hereinafter denominated the "Contracting Agency ", whose duly authorized representatives are named in documents on file at the Office of Aging and Long Term Care. THE PURPOSE of this Agreement is to provide for the delivery of Adult Day Care services in accordance with the terms and conditions set forth in the following provisions: PROVISIONS PAGES PART A General Provisions 1 through 14 PART B Payment Provisions 15 through 17 PART C Specific Provisions 18 through 25 PART D Budget Provisions 26 through 28 and such other terms and conditions incorporated by reference herein, including those set forth in Exhibit(s) None . PAYMENT CATEGORY AMOUNTS SIGNATURES CONTRACTING AGENCY January 1 - December 31 SCSA $15,300.00 City of Yakima Agency Name Authorized Si re 9 Richard A. Zais, Jr., City Manager (Typed) Name and Title December 11, 1990 Date TOTAL OBLIGATION $15,300.00 YAKIMA COUNTY, Office of Aging and Long T m Care ATTEST: " Authorized igna ure Signature Greg Heartburq, Director (Typedt Name end Tip- City Contract No. 90 -92 December 14, 1990 Resolution No. D -5853 Date CONTRACT AUTHORIZATION: BOARD OF YAKIMA COUNTY COMMISSIONERS Attest: ►eputy •1-rk of the Board ), O / Resolution No: 4. 52 -. /t/ 414 Ad/ 9/90 GENERAL PROVISIONS - PART A The County hereby appoints and the Contracting Agency hereby accepts accepts the Department of Aging, and the Department Director as the County's representatives for the purpose of administering the provisions of this Agreement, including the County's right to inspection of facilities and records, to receive and act on all reports and documents related to this Agreement, to request and receive additional information from the Contracting Agency, to approve budget revisions and payment changes, to approve fee schedules for services, to assess the general performance of the Contracting Agency under this Agreement, to determine if contracted activities are being performed in accordance with Federal, State, and local laws, to approve subcontracts, to suspend this Agreement as provided herein, and to administer any other right granted to the County under this Agreement not expressly reserved to the County. All actions taken by the Department of Aging as the County's agent for administering this Agreement shall be subject to approval of the Board of Yakima County Commissioners. The County expressly reserves to itself the right to terminate this Agreement as provided on pages 11 and 12 herein, and also expressly reserves to itself the right to commence civil action for the enforcement of this Agreement. I EXTENT OF AGREEMENT: Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. II COMPLIANCE WITH LAWS: The Contracting Agency, in performance of this Agreement agrees to comply with all applicable Federal, State, and local laws, ordinances, rules and regulations. III NON- DISCRIMINATION IN EMPLOYMENT: A. Yakima County is an equal opportunity employer. B. The Contracting Agency agrees that it shall not discriminate against any employee or applicant on the grounds of race, creed, color, religion, national origin, sex, age, marital status, or the presence of any sensory, mental, or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular work involved. The Contracting Agency shall ensure that applicants are employed, and that employees are treated during employment, without discrimination because of their race, creed, color, religion, national origin, sex, marital status, age or the presence of any sensory, mental, or physical Page 1 of 28 Agreement No. 91- 009 -258 handicap. Such action shall include but not be limited to: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and programs for training including apprenticeships. The Contracting Agency shall take such action with respect to this Agreement as may be required to ensure full compliance with RCW Chapter 49.60. C. The Contracting Agency shall establish a system through which employees under this Agreement may present grievances about the activities of the Contracting Agency or any subcontractor(s). The Contracting Agency shall record and maintain in writing, a separate file of all complaints. This file shall include the dates and action taken to resolve the complaints. The Contracting Agency shall provide employees with an informal hearing before the representatives of the Contracting Agency. IV NON - DISCRIMINATION IN CONTRACTED ACTIVITIES: A. The Contracting Agency shall not, on the grounds of race, creed, color, religion, national origin, marital status, sex, age or the presence of any sensory, mental, or physical disability: 1. deny any individual any contracted activities or other benefits consistent with the terms of this Agreement; 2. provide any contracted activities or other benefits to an individual which are different, or are provided in a different manner, from those provided to others under this Agreement; 3. subject an individual to segregation or separate treatment in any manner related to his receipt of any contracted activities or other benefits provided under this Agreement; 4. deny any individual an opportunity to participate in any program provided by this Agreement through the provision of contracted activities or otherwise, or afford him an opportunity to do so which is different from that afforded others under this Agreement; 5. utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination because of their race, creed, color, religion, national origin, sex, marital status, age, or the presence of any sensory, mental or physical handicap or have the effect of defeating or substantially impairing accomplishment of the objectives of this Agreement in respect to individuals of a particular race, creed, color, religion, national origin, sex, marital status, age, or the presence of any sensory, mental or physical handicap in determining, (a) the types of contracted activities or other benefits to be provided, or (b) the class of individuals to whom, or the situation in which, such contracted activities or other benefits will be provided, or (c) the class of individuals to be afforded an opportunity to participate in any contracted activities or other benefits. Page 2 of 28 Agreement No. 91- 009 -258 B. If assignment and /or subcontracting has been authorized, said assignment or subcontract shall include appropriate safeguards against discrimination in client services binding upon each contractor or subcontractor. The Contracting Agency shall take such action as may be required to ensure full compliance with the provisions of this clause, including sanctions for non- compliance. V LICENSING AND PROGRAM STANDARDS: The Contracting Agency agrees to comply with all applicable Federal, State, County, or Municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals, and any other standards or criteria as described in the Agreement to assure quality of services. VI INSPECTION: A. The Contracting Agency agrees that the County or its duly authorized representative or other authorized agency or officials of the State of Washington or the Federal Government may inspect all records and other material which the County deems pertinent to the Agreement. Such records shall be made available upon written or oral request by the County or its duly authorized representative or other authorized agency or officials of the State of Washington or the Federal Government. B. The Contracting Agency agrees that the County or its duly authorized representative or other authorized agency or officials of the State of Washington or the Federal Government may make periodic inspection of the facilities and general performance of this Agreement. The Contracting Agency further agrees that such inspections may be made at times deemed reasonable and proper by the County, State of Washington, and /or Federal Government. The County, State of Washington, and /or Federal Government shall make every effort not to disturb or disrupt any program or activity beyond that which is necessary to secure relevant data and to make a reasonable assessment of the Contracting Agency's performance. C. The Contracting Agency shall be required to make reasonable changes in the contracted activities as completed or to be completed if said contracted activities fall below the standards and specifications set forth in the Specific Provisions Section of this Agreement. D. The Contracting Agency agrees to notify the County in advance of any inspections, audits, or program reviews by any individual, agency, or governmental unit whose purpose is to Page 3 of 28 Agreement No. 91- 009 -258 review the contracted activities provided within the terms of this Agreement. VII SAFEGUARDING OF INFORMATION: A. The use or disclosure by any party of any identifying information concerning a recipient or client for any purpose not directly connected with the County or the Contracting Agency's responsibilities with respect to services provided under this Agreement is prohibited except on informed consent of the recipient or client, his or her attorney, or responsible parent or guardian, provided that, the County or its service providers may disclose information to each other or to the State of Washington for purposes directly connected with the administration of their programs. Such programs include, but are not limited to, determining eligibility, providing a service, and participating in an audit; provided further that, the County or its service providers may disclose information for research, statistical, monitoring, and evaluation purposes conducted by appropriate federal agencies and the State of Washington. Other entities to which information may be disclosed for the preceding purposes are those agents authorized by the Department of Social and Health Services in writing including organizations and /or individuals under contract to the County. B. To meet the requirements of informed consent a written release shall be completed. VIII ASSIGNMENT AND /OR SUBCONTRACTING: The Contracting Agency shall not assign or subcontract any portion of the contracted activities except as specifically provided within the terms of this Agreement without obtaining prior written approval from the County. All terms and conditions of this Agreement shall apply to any approved subcontract or assignment related to this Agreement except those specifically waived in writing by the County. IX STANDARDS FOR FISCAL ACCOUNTABILITY: A. The Contracting Agency agrees to maintain books, records, documents, and accounting procedures and practices which accurately reflect all direct and indirect costs related to the performance of this Agreement. Such fiscal books, records, documents, reports, and other data shall be retained in a manner consistent with generally accepted accounting principles. The Contracting Agency agrees to report all revenue and expenditures to the County in a manner consistent with reporting requirements of Budgeting, Accounting, and Reporting Systems (BARS). The Contracting Agency further Page 4 of 28 Agreement No. 91- 009 -258 agrees that the County, State of Washington, or Federal Government shall have the right to monitor and audit the fiscal components of the Contracting Agency to ensure that actual expenditures remain consistent with the terms of this Agreement. Provided, that all hospitals or nursing homes shall retain those records as prescribed in Chapters 70.41 and 18.51 of the Revised Code of Washington (RCW), as amended. The Contracting Agency shall retain all books, records, documents and other material relevant to this Agreement for a period of seven (7) years after closeout of this Agreement. If any litigation, claim, negotiation, audit, or other action involving the records has been started before the expiration of the seven (7) year period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular seven (7) year period, whichever is later. The Contracting Agency agrees that the County or its authorized representative, or authorized agency or officials of the State of Washington or Federal Government shall have full access to and the right to examine any of said materials at all reasonable times during said period. B. The Contracting Agency's fiscal management system shall include the capability to: 1. provide accurate, current and complete disclosure of the financial status of this Agreement; 2. identify the source and application of all funds for contracted activities pursuant to this Agreement whether such contracted activities are funded in whole or in part by this Agreement, and to distinguish costs of contracted activities provided under the terms of the Agreement from all other costs of contracted activities provided and to provide for accounting separation of all funds received. X AUDIT REQUIREMENTS: The Contracting Agency is required to do a fiscal audit of this Agreement after the expiration or termination of this Agreement. The Contracting Agency agrees to conduct an audit in accordance with the guidelines for Financial and Compliance Audits of Federally Assisted Programs, Compliance Supplement for Single Audits of State and Local Governments, and either OMB Circular A -128, for government agencies, or OMB Circular A -133, for hospitals and non - profit organizations. The audit must state that the examination was made in accordance with the above mentioned guidelines before it will be accepted. One (1) copy of the audit report and any management letters shall be forwarded to the County. Page 5 of 28 Agreement No. 91- 009 -258 The County has the option to audit this Agreement if major problems were found during the monitoring performed by the County staff. The Contracting Agency agrees to provide all fiscal and programmatic information and cooperate fully with the County and its designee in the completion of this audit. XI TREATMENT OF ASSETS: A. Definitions: 1. "Nonexpendable personal property" shall mean tangible personal property except real property having a useful life of more than one year and an acquisition cost of $150.00 or more per unit. 2. "Personal property" shall mean property of any kind except real property. 3. "Acquisition cost" shall mean that amount expended for property, excluding interest, plus, in the case of property acquired with a trade -in, the book value (acquisition cost less amount depreciated through the date of the trade -in) of the property traded in. 4. The "useful life" of property shall mean that useful service life as based on the U.S. Department of Treasury, Internal Revenue Service, policies on depreciation for tax purposes, unless the Contracting Agency can document to the written satisfaction of the County some different period. B. Title to all property furnished by the County with County, State, or Federal funds shall remain with the County, the State of Washington, Department of Social and Health Services, or the Federal Government as their respective interests may appear. C. Title to all nonexpendable personal property purchased by the Contracting Agency, the cost of which the Contracting Agency is entitled to be reimbursed as a direct item of cost under this Agreement, shall pass to and vest in the County or State of Washington, Department of Social and Health Services, or Federal Government as their respective interests may appear, upon delivery of such property by the vendor. D. Nonexpendable personal property purchased by the Contracting Agency under the terms of this Agreement in which title is vested in the County, State, or Federal Government shall not be rented, loaned, or otherwise passed to any person, partnership, corporation /association or organization without the prior written approval of the County, State, or Federal Government, or their authorized representatives. E. Any nonexpendable personal property furnished to, (See Budget Provisions, Part - D Equipment Inventory) or purchased by, the Contracting Agency, to which is vested in the County, State, or Page 6 of 28 Agreanent No. 91 -009 -258 Federal Government, or their authorized representatives shall be used only for the performance of this Agreement or any incorporating document. F. As a condition precedent to reimbursement for the purchase of nonexpendable personal property, title to which shall vest in the County, State, or Federal Government, the Contracting Agency agrees to execute such security agreements and other documents as shall be necessary for the County, State, or Federal Government to protect their respective interests in such property in accordance with the "Uniform Commercial Code - Secured Transactions" as codified in Article 9 of Title 62A, the Revised Code of Washington. G. The Contracting Agency shall be responsible for any loss or damage to property of the County, State, or Federal Government (including expenses entered thereunto) which results from negligence, willful misconduct, or lack of good faith on the part of the Contracting Agency to maintain and administer in accordance with sound management practices that property, to ensure that the property will be returned to the County, State, or Federal Government in like condition to that in which it was furnished to the Contracting Agency or in which condition the property was acquired by purchase, fair wear and tear accepted. H. Upon the happening of loss or destruction of, or damage to any County, State, or Federal Government property, the Contracting Agency shall notify the County or its authorized representative thereof and shall take all reasonable steps to protect that property from further damage. I. The Contracting Agency shall surrender to the County all property of the County, State, or Federal Government within 30 days after settlement upon rescission, termination, or completion of this Agreement unless otherwise mutually agreed between the Contracting Agency and the County. J. The County may, at its discretion, abandon in place any property in which title is vested in the County, State, or Federal Government under the terms of this Agreement insofar as permitted by law, rule, or regulation, and thereupon all rights and obligations of the County, State, or Federal Government regarding such abandoned property shall cease and desist. K. Nonexpendable personal property acquired by the Contracting Agency with funds provided under this Agreement, shall be subject to the same constraints, procedures, treatment, Page 7 of 28 Agreement No. 91- 009 -258 handling, disposition, and other matter as specified in B through J above. The Contracting Agency shall take all steps necessary to ensure that the interest of the County, State, or Federal Government in such property shall be perfected and safeguarded. L. When applicable, the Contracting Agency agrees to complete a UCC -1 Form for all nonexpendable property with a purchase price of $400.00 or more in other than firm fixed price contracts. All items of $400.00 or more purchased in one (1) month can be entered on one UCC -1 Form. Purchase price of $400.00 or more must include cost of transportation, installation, and taxes. UCC -1 Forms must accompany monthly Contracting Agency invoice forms. XII STANDARDS FOR PROGRAM ACCOUNTABILITY: The Contracting Agency agrees to maintain program records and reports including statistical information and to make such records available for inspection by the County in order for the County to be assured that contracted activities remain consistent with the terms of this Agreement and the currently approved County Plan. The Contracting Agency further agrees to provide such information as requested by the County within the time limitations established by the County. XIII RELATIONSHIP OF THE PARTIES: A. The parties agree that an independent Contractor /County relationship is created by this Agreement. The implementation of contracted activities and the results to be achieved are solely the responsibility of the Contracting Agency. No agent, employee, servant, or representative of the Contracting Agency shall be deemed to be an employee, agent, servant, or representative of the County for any purpose and the employees of the Contracting Agency are not entitled to any of the benefits the County provides for County employees. The Contracting Agency will be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, subcontractors, or otherwise, during the performance of this Agreement. In the performance of the contracted activities herein contemplated, the Contracting Agency is an independent contractor with the responsibility and authority to control and direct the performance of the details of the work, in accordance with the terms and conditions of this Agreement. However, the results of the work contemplated herein must meet the approval of the County and shall be subject to the County's general rights of inspection and review to secure the satisfactory completion thereof. Page 8 of 28 Agreem No. 91- 009 -258 In the event that any of the Contracting Agency's employees, agents, servants, or otherwise, carry on activities or conduct themselves in any manner which may jeopardize the funding of this Agreement, the Contracting Agency shall be responsible for taking adequate measures to prevent said employee, agent or servant from performing or providing any of the contracted activities described within the terms of this Agreement. B. Communications between the Contracting Agency and the County shall be addressed to the regular places of business whose addresses are shown on Page 1 of this Agreement. XIV INSURANCE: The Contracting Agency shall carry for the duration of this Agreement liability and property damage insurance in a combined single limit (CSL) of $Self- Insured The comprehensive liability policy called for must have at least thirty (30) day cancellation notice if cancelled or altered by any party. Certificates of such insurance shall be provided to the County within thirty (30) days after the execution of this Agreement. The Contracting Agency shall also carry either professional liability coverage for the duration of this Agreement or ensure that any licensed or certified professional providing any of the contracted activities called for herein carries their own professional liability coverage. XV BONDING: The Contracting Agency agrees to maintain a fidelity bond in the amount of $ 100,000.00 which covers all individuals responsible for the administration of funds provided within the terms of this Agreement. Said fidelity bond must be procured and a copy of said fidelity bond provided to the County within thirty (30) days after execution of this Agreement. XVI INDEMNIFICATION: All contracted activities to be rendered or performed under this Agreement shall be performed or rendered entirely at the Contracting Agency's own risk and the Contracting Agency expressly agrees to indemnify the County and all of its officers, agents, employees, or otherwise,from any and all liability, loss or damage they may suffer as a result of claims, demands, actions, or damages to any and all persons or property, costs or judgements against the County which result from, arise out of, or are in any way connected with the contracted activities to be performed by the Contracting Agency under this Agreement. This clause shall be included in any subcontracts allowed under this Agreement. Page 9 of 28 Agreement No. 91- 009 -258 XVII HOLD HARMLESS: All contracted activities to be rendered or performed under this Agreement shall be performed or rendered entirely at the Contracting Agency's own risk and the Contracting Agency expressly agrees to hold harmless the County and all of its officers, agents, employees, or otherwise, from any and all liability, loss or damage, including reasonable cost of defense they may suffer as a result of claims, demands, actions, or damages to any and all persons or property costs or judgements against the County which result from, arise out of, or are in any way connected with the contracted activities to be performed by the Contracting Agency under this Agreement. This clause shall be included in any subcontracts allowed under this Agreement. XVIII INCIDENT REPORTING: The Contracting Agency shall, immediately or within 24 hours, report all incidents involving the Agency and /or its officials, employees, automobiles, property, or clients which might potentially subject the Agency to claims for damages, investigations, or publicity. XIX MODIFICATION: A. No change or addition to this Agreement shall be valid or binding upon either party unless such change or addition is in writing and executed by both parties. B. The County reserves the right to renegotiate the terms and conditions of this Agreement at any time. C. A Modification Request Packet shall be completed and submitted to the County no less than thirty (30) calendar days prior to the desired effective date of the requested modification. The packet shall be submitted in a complete form, unless a specific written release is given by the County, for any changes described in this Agreement. XX SEVERABILITY: It is understood and agreed by the parties hereto that if any part, term, or provision of this Agreement is held by the courts to be illegal, the validity of the remaining 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 provisions held to be invalid. If it should appear that any provisions hereof are in conflict with any Federal law, rule or regulation or statutory provision of the State of Washington, said provisions which may conflict therewith shall be deemed inoperative and null and void insofar as they may be in conflict therewith, and shall be deemed modified to conform to such statutory provision. Page 10 of 28 Agreement No. 91 -009 -258 XXI AGREEMENT, SUSPENSION, TERMINATION AND CLOSEOUT: If the Contracting Agency fails to comply with the terms and conditions of this Agreement, the County may pursue such remedies as legally available including, but not limited to, the suspension or termination of this Agreement in the manner specified herein. A. Suspension - If the Contracting Agency fails to comply with the terms of this Agreement, or whenever the Contracting Agency is unable to substantiate full compliance with the provisions of this Agreement, the County may suspend the Agreement pending corrective action or investigation, effective no less than seven (7) days following written notification to the Contracting Agency or its authorized representative. The suspension will remain in full force and effect until the Contracting Agency has taken corrective action to the satisfaction of the County and is able to substantiate its full compliance with the terms and conditions of this Agreement. No obligation incurred by the Contracting Agency or its authorized representative during the period of suspension shall be allowable under this Agreement except: 1. reasonable, proper and otherwise allowable costs which the Contracting Agency could not avoid during the period of suspension; 2. if upon investigation, the Contracting Agency is able to substantiate complete compliance with the terms and conditions of this Agreement, otherwise allowable costs incurred during the period of suspension will be allowed. B. Termination for Cause - If the Contracting Agency fails to comply with the terms and conditions of this Agreement and the County deems that this failure is of such scope and nature that the continuation of this Agreement is substantially detrimental to the interest of the County, then the County may terminate this Agreement in whole or in part, and thereupon shall notify the Contracting Agency of the termination, the reasons therefore, and the effective date, provided such effective date shall not be prior to written notification to the Contracting Agency. After this effective date, no charges incurred under any terminated portions are allowable, except as provided in Point D, Subpoint 6 of this Section. In case of termination for default, the Contracting Agency shall be liable for damages, including the excess cost of procuring similar services from other sources. There is an appeals procedure for a contract termination. Contact the Office of Aging and Long Term Care for a copy of this procedure. Page 11 of 28 Agreement No. 91- 009 -258 C. Termination - The Agreement may be terminated in whole or in part by either party hereto upon thirty (30) days advance written notice to the other party. 1. The County reserves the right to terminate this Agreement in whole or in part without thirty (30) days written notice in the event expected or actual funding from the State, Federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Agreement and prior to normal completion thereof, subject to renegotiation under those new funding limitations and conditions. 2. In the event of termination under this clause, the County shall be liable only for payment in accordance with the terms of this Agreement for services rendered prior to the effective date of termination. D. Termination for Default - The County may, by written notice, terminate this Agreement in whole or in part for failure of the Contracting Agency to perform any of the provisions hereof. In such event, the Contracting Agency shall be liable for damages, including excess cost of procuring of similar services from another source; provided that if (a) it is determined for any reason that the Contracting Agency was not in default, or (b) the Contracting Agency's failure to perform is without the control, fault, or negligence of the Contracting Agency and /or any subcontractor, the Contracting Agency shall not be liable for damages (Aging and Adult Services Administration Policies and Procedures Manual). 1. If the termination is for reason(s) of Contracting Agency default, the Contracting Agency is not entitled to compensation for work prior to the termination but not yet accepted by the County. The amount owed to the Contracting Agency for all work and services provided by the Contracting Agency shall be determined by the County. 2. The Contracting Agency is obligated to protect and preserve any property in which the County or DSHS has an interest but is entitled to compensation for any expense involved in doing so. E. Termination for Other Grounds - This Agreement may also be terminated in whole or in part: 1. by the County, with the consent of the Contracting Agency, in which case the two parties shall devise by mutual agreement the conditions of termination including effective date and in case of termination in part, the portion to be terminated; 2. by the Contracting Agency, subject to the approval of the County, by sixty (60) days advance written notification to the County setting forth the reasons for termination, the effective date and, in the case of termination in part, the portion to be terminated. Page 12 of 28 Agreement No. 91- 009 -258 F. Closeout - Upon completion of this Agreement or termination in whole or in part for any reason, the following provisions shall apply: 1. upon written request by the Contracting Agency, the County shall make or arrange for prompt payment to the Contracting Agency of allowable reimbursable costs not covered by the previous payment; 2. the Contracting Agency shall immediately refund to the County any unencumbered balance of the funds paid to the Contracting Agency but unspent for the program(s) terminated; 3. the Contracting Agency shall submit within thirty (30) days after the date of expiration or termination of this Agreement, a closeout, as well as all financial, performance and other reports required by this Agreement; 4. in the event that there are irreconcilable financial differences upon closeout of this Agreement, the County retains the right to withhold a just and reasonable sum from the final payment to the Contracting Agency, until a closeout package, as well as, all financial and programmatic reports are submitted; 5. the Contracting Agency agrees to submit at the closeout of this Agreement a written review to the County which includes an evaluation of contracted activities provided and a financial accounting of receipts and expenditures; 6. if terminated for cause, the County shall, upon written request of the Contracting Agency, identify in writing all allowable and reimbursable costs related to the closeout which are not covered by previous payment. The County shall arrange for prompt reimbursement of such costs upon receipt of required documentation related to these costs. XXII VENUE STIPULATION: This Agreement has been and shall be construed as having been made and delivered within the State of Washington, and it is mutually understood and agreed by each party hereto that this Agreement shall be governed by laws of the State of Washington both as to interpretation and performance. Any action at law, suit in equity, or judicial proceeding for the enforcement of this Agreement or any provisions thereof, shall be instituted and maintained only in any of the courts of competent jurisdiction in Yakima County, Yakima, Washington. XXIII PROHIBITION OF POLITICAL ACTIVITY: No funds, materials, property or contracted activities provided directly or indirectly under the terms of this Agreement may be used in the performance of this Agreement for any partisan political activity, or to further the election or defeat of any candidate for public office. XXIV CONFLICT OF INTEREST: The Contracting Agency agrees that employees selected for project staff positions may not be related by blood or marriage to other project staff, sponsors, officers, Advisory Page 13 of 28 Agreement No. 91- 009 -258 Council, or members of the Board of Directors, nor have other conflicting interests unless the Board of Directors is cognizant of the possible conflict and has reviewed and concurred with the selection. The Board of Directors shall concur only in unusual circumstances, such as the inability to find in the community another person having the skills required. The County shall be notified of this concurrence by the Board of Directors. No employee or agent of the Contracting Agency will directly or indirectly coerce or attempt to coerce, command or advise a client to pay, lend or contribute anything of value to the employee or agent or to another individual or organization which will in any way materially benefit said employee or agent. The County may, by written notice to the Contracting Agency, terminate the right of the Contracting Agency to proceed under this Agreement if it is found after due notice and examination by the County, that either of the above two (2) sets of circumstances have occurred during the course of this Agreement. XXV RIGHTS IN DATA: The County may duplicate, use or dispose in any manner and for any purposes whatsoever, and authorize others to so do, all data delivered under this Agreement. The Contracting Agency hereby grants to the County a royalty -free, non - exclusive, and irrevocable license to publish, translate, reproduce, deliver, perform, dispose of, and to authorize others to so do, all data not now or hereafter covered by copyright; Provided that, with respect to data not originated in the performance of this Agreement, such license shall be only to the extent that the Contracting Agency has the right to grant such license without becoming liable to pay compensation to others because of such grant. The Contracting Agency shall exert all reasonable effort to advise the County of all invasions of the right of privacy contained therein and of all portions of such data copied from work not composed or produced in the performance of this Agreement and not licensed under this clause. The Contracting Agency shall report to the County, promptly and in written detail, such notice or claim of copyright infringement received by the Contracting Agency with respect to all data delivered under this Agreement. The Contracting Agency shall not affix any restrictive markings upon any data, and if such markings are affixed, the County shall have the right at any time to modify, remove, obliterate, or ignore such markings. XXVI CONDITION PRECEDENT: This Agreement shall not be binding upon the County until the signature on behalf of the County is authorized by Resolution of the Board of Yakima County Commissioners. Page 14 of 28 Agreement No. 91- 009 -258 PAYMENT PROVISIONS - PART B I CONSIDERATION: As consideration for services, as described in the Specific Provisions of this Agreement and in accordance with the Budget Provisions of this Agreement, the County agrees to pay the Contracting Agency a sum not to exceed $15,300.00 from available funds as budgeted on pages 26 through 28 of this Agreement. This total sum shall be available during the period January 1, 1991 through December 31, 1991. These funds shall be used to provide Adult Day Care services. Payment to the Contracting Agency for this cost reimbursement, line -item Agreement shall be based on actual costs as budgeted on pages 26 through 28 of this Agreement less client match as computed on the client Senior Citizens Services Act Application. As of January 1, 1991 the Contracting Agency agrees to bill the County on a line -item basis an amount within ten (10 %) percent of $21.16 per unit. Payment shall be based on claims for reimbursement as reported on the Office of Aging and Long Term Care's invoice and support document and shall be contingent upon the receipt of all required financial and program reports by the respectively assigned due dates. The County shall not be held responsible for any financial loss suffered by the Contracting Agency as a result of performance of services as outlined in this Agreement in the mutually agreed budget, service delivery standards, units of service, and payment standards. II GENERAL PAYMENTS CONDITIONS: The Contracting Agency agrees to the following standards in satisfactorily performing the terms and conditions of this Agreement: A. Payments for contracted activities shall be made by the County on a reimbursement basis unless otherwise permitted by the funding source and approved in writing by the County. B. No payment shall be made for any contracted activity rendered by the Contracting Agency which is not identified within the terms and conditions of this Agreement and set forth within a category of the budget. C. The Contracting Agency shall submit to the County a written request for approval of budget revision when: 1. the revision would change the scope or objectives of any contracted activity category; 2. additional revenue is received for contracted activities within the terms of this Agreement; 3. the Contracting Agency desires to transfer funds from one budget category to another. Budget category transfers shall, for the purpose of this Agreement, be defined as Page 15 of 28 Agreement No. 91- 009 -258 transfers inclusive of those occurring between sub - object categories when the cumulative amount of all transfers exceeds four (4 %) percent of the County budgeted amount for administration or service delivery. D. Payments shall be based on the County's receipt of all fiscal and programmatic reports required by this Agreement to substantiate claims for reimbursement. The County expressly reserves the right to withhold payment in whole or in part when: 1. the Contracting Agency fails to submit all required documentation, or 2. in the County's judgement, additional information is required to substantiate the basis upon which claims for reimbursement are made, provided the request for such additional information is consistent with the requirements of this Agreement; or 3. claims for reimbursement are inconsistent with the terms and conditions of this Agreement; or 4. claims for reimbursement on unit rate price Agreements exceed the administrative and service delivery budgets without in -kind contributions by greater than five (5 %) percent of their respective allotted amount; or 5. claims for reimbursement on line -item cost Agreements exceed the administrative and service delivery budgets of County contracted funds by greater than five (5 %) percent of their respective allotted amount. III REDUCTIONS IN FUNDING: In the event that funding from State, Federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Agreement, and prior to its normal completion, the County will summarily terminate this Agreement as to the funds withdrawn, reduced, or limited, notwithstanding any other termination provisions of this Agreement. If the level of funding withdrawn, reduced, or limited is so great that the Board of Yakima County Commissioners deems that the continuation of the program covered by this Agreement is no longer in the best interest of the County, the County may summarily terminate this Agreement in whole notwithstanding any other termination provision of this Agreement. Termination under this Section shall be effective upon receipt of written notice by the Contracting Agency or its representative. The County agrees to promptly notify the Contracting Agency of any proposed reduction in funding by State, Federal, or other officials. The Contracting Agency agrees that upon receipt of such notice it shall take appropriate and reasonable action to reduce its spending in the affected funding area so that expenditures do not exceed the funding level which would result if said proposed reduction became effective. Page 16 of 28 Agreement No. 91- 009 -258 IV BILLING PROCEDURES: A. The Contracting Agency shall submit written claims for reimbursement of contracted activities provided on the appropriate forms. All payments will be based on contracted activities provided unless otherwise approved in writing by the County. B. The County agrees to make payment for contracted activities provided as approved by the Auditor of Yakima County with County warrants within twenty (20) working days contingent upon the availability of funds, following receipt of the Contracting Agency's claims for reimbursement; provided that claims for reimbursement are received by the County by the tenth day of each month following the month during which the services were provided. No payment shall be made in the month services are rendered unless otherwise approved by the County. If the fifteenth is on a Saturday, Sunday, or holiday, payment will be made the next County working day. Payments at the end of each month will be made on the last County working day for that month. V BUDGET SURPLUS: The Contracting Agency agrees that funds determined by the County to be surplus at the end of this Agreement as contained in the budget will be subject to cancellation by the County and will be negotiated if they are to be included in future Agreements. Page 17 of 28 Agreement No. 91- 009 -258 SPECIFIC PROVISIONS - PART C APPLICABLE LAWS AND REGULATIONS: The Contracting Agency agrees that services contemplated or delivered within the terms of this Agreement and funds administered in the delivery of the specified services shall be provided in accordance with all applicable Federal, State, and • local laws and regulations, in particular the following: A. CFR Title 45, Subtitle A, Part 74, (Administration of Grants), B. WAC 388 -17, (Senior Citizens Services Act). II PROJECT DEFINITION: Adult Day Care is a service offered in a day care setting in the community to meet the needs of functionally impaired adults. It is a structured, comprehensive program that provides a variety of health, social and related support services in a protective setting during any part of a day, but less than 24 -hour care. Adult Day Care services enable the families of older persons to obtain relief from constant care and provide isolated older persons with opportunities for socialization. Services are designed to address the social needs of participants and the need of families for a safe, comfortable place to leave an older person on a regular or irregular basis. III PARTICIPANTS: The Contracting Agency agrees that: A. The target population for the adult day care program is persons age 60 and over who: 1. Live with their family or other caregiver, cannot be left unsupervised and are at risk of being placed in residential care if their caregiver does not receive some relief from constant care; OR 2. Are socially isolated and unable to utilize other community resources which provide socialization services; OR 3. Have been referred by a day health program for a less intensive level of care. All persons served must be members of the target population. B. To the degree feasible, persons served should meet the vulnerability criteria. A person is considered vulnerable if he /she meets the following criteria: 1. Is unable to perform one or more of the Activities of Daily Living (ADL's) without assistance due to physical or cognitive, emotional, psychological or social impairment; OR Page 18 of 28 Agreement No. 91- 009 -258 2. Has behavioral or mental health problems that could result in premature institutionalization, or is unable to perform ADL's or provide for his /her own health and safety primarily due to cognitive, behavioral, psychological /emotional conditions which inhibit decision - making and threaten the ability to remain independent; AND 3. Lacks an adequate informal support system: Has no family, friends, neighbors or others who are willing and able to perform the service(s) needed or the informal support system needs to be temporarily or permanently supplemented. C. There will be written assessment procedures utilized by the Contracting Agency to determine if clients meet the program target population criteria. D. The indicators used by the Office of Aging and Long Term Care to assess its effectiveness at targeting services to individuals who may be vulnerable are: low - income 75 years of age or older homebound, institutionalized, or disabled racial minority non - English speaking Office of Aging and Long Term Care (ALTC) funding should encourage the effective targeting of services to the vulnerable elderly by the Contracting Agency. Specific goals to be attained for 1991 are as follows: 1. At least eight (8 %) percent of all clients receiving adult day care services will be racial or ethnic minorities. 2. At least fifty (50 %) percent of all clients receiving adult day care services will be low- income. 3. At least fifty (50 %) percent of all clients receiving adult day care services will be 75 years of age or older. 4. At least three (3 %) percent of all clients receiving adult day care services will be non - English speaking. The Contracting Agency must report on clients served in these categories. Page 19 of 28 Agreement No. 91 -009 -258 IV SERVICE SPECIFICATIONS: The Contracting Agency agrees that services provided within the terms of this Agreement shall meet the following specifications: A. Efforts will be made to assure access of service to the target population, to include at least the following: 1. accessible office or site location; 2. home visits or home delivery of services (if applicable); 3. multicultural, bilingual persons to assist multicultural, bilingual clients in receiving services;; 4. publicity of program through public service announcements, brochures, etc., and 5. meeting with other service providers /agencies to explain services the Contracting Agency provides and how referral can be made. B. Adult Day Care services shall be delivered in accordance with the Southeast Washington Office of Aging and Long Term Care Adult Day Care Program Standards and information submitted in Request for Proposal (RFP). The Contracting Agency acknowledges receipt of a copy of said standards. Services provided shall comply with said standards as presently constituted or subsequently modified. C. At least the following services, as defined in the Program Standards, shall be available to participants according to their individual needs: 1. Administration 2. Intake Assessment 3. Case Review 4. Activity Program 5. Food Service D. A Participant Intake Form (PIF) or other client tracking information shall be completed and submitted as required to the Office of Aging and Long Term Care for each client served. E. All services of the adult day care program should be provided by qualified staff. F. Participants shall be referred to the Information and Assistance /Case Management Program as needed. G. The Contracting Agency shall establish a system through which clients of services under this approved Agreement may present grievances about the activities of the Contracting Agency or any subcontractor(s) related to service delivery. The system shall provide clients with an informal hearing before representatives Page 20 of 28 Agreement No. 91- 009 -258 of the Contracting Agency. If a client is dissatisfied with a response to a complaint by the Contracting Agency, the client may request a hearing by the County (Office of Aging and Long Term Care). The Contracting Agency shall record and maintain in writing a separate file of all complaints received regarding quality of service and denial of service provided under this Agreement. This file shall include the dates and action taken to resolve the complaints. The Contracting Agency shall respond to all complaints in a timely manner. Clients served with state funds, Senior Citizens Services Act, must be informed of their right to a fair hearing regarding service eligibility specified in WAC 388 -08 and under the provisions of the Administrative Procedures Act, Chapter 34.05 RCW. H. Services shall be provided in Yakima County. V ANTICIPATED SERVICE LEVELS AND EXPENDITURE RATE: The Contracting Agency agrees that: A. The level of service to be provided shall be as described in the Specific Provisions, Section V, Subsection C, Part 3, of this Agreement, and that failure to meet the service levels as defined in this Agreement may result in a renegotiation of the funding levels provided under the terms of this Agreement; B. The County may unilaterally reduce the Agreement budget within thirty (30) days of the close of the quarter by the amount of the projected quarterly expenditures left unspent at the end of that quarter. The County shall submit to the Contracting Agency notification of intent to recapture unspent funds and a modification to the budget reflecting the adjusted changes in the Agreement. C. Unit of Service 1. Definition: A unit of Adult Day Care shall consist of one day of Adult Day Care service. 2. There will be 20 unduplicated individuals served by this Agreement. 3. Anticipated Service Level by Quarter: Units January - March 180 April - June 181 July - September 181 October - December 181 Total 723 Page 21 of 28 Agreement No. 91- 009 -258 4. Anticipated Expenditure Rate by Quarter: January - March $ 3,810.00 April - June 3,830.00 July - September 3,830.00 October - December 3,830.00 Total $15,300.00 VI ADMINISTRATIVE AGREEMENTS: A. Access by the County: The Contracting Agency shall provide access at all reasonable times for the County to monitor and /or evaluate the provisions of services under this Agreement. The County may, with prior permission from the participant and knowledge of the Contracting Agency, interview a certain percentage of participants to ascertain their feelings about the program. B. Records and Reports: The Contracting Agency agrees to: 1. submit the monthly report showing service level provided by the tenth day of each month following the month during which the services were provided; 2. submit a quarterly performance report by the tenth day of the month following the end of the quarter unless otherwise approved by the County; 3. complete and submit such additional reports as are required by the County within the specified time frames, providing the Contracting Agency is given a written request for the reports thirty (30) days prior to the due date. C. Inventory: The Contracting Agency agrees to complete at least once a year a physical inventory, using forms provided by the County, of all equipment purchased under this Agreement. D. Contractors Meeting: The Contracting Agency agrees to have a representative attend meetings of the Office of Aging and Long Term Care contractors, not to exceed four (4) per year. E. Program Publication: The Contracting Agency agrees that: 1. the program shall be publicized on a regular basis, with all publicity and printed material identifying the Southeast Washington Office of Aging and Long Term Care as a funding agency; Page 22 of 28 Agreement No. 91- 009 -258 2. all material distributed with regards to publicizing the program contain a statement assuring non - discrimination. Following is the wording suggested: The City of Yakima does not discriminate in providing services on the grounds of race, color, sex, religion, national origin, creed, marital status, age or the presence of any sensory, mental, or physical disability. 3. materials publicizing the program must be printed in other appropriate languages in counties that have a specific minority 60+ population of two (2 %) percent or more of the general 60+ population. F. Additional Remuneration Prohibited: Neither the Contracting Agency nor any of its officers, employees, agents or representatives, shall solicit, impose any fees, or accept any remuneration whatsoever from clients, friends, relatives, or representatives of any clients for services performed for that client under this Agreement other than the client matching monies or donations. (See Section J.) In the event that this provision is violated, the County shall have the right to assert a claim against the Contracting Agency on its own behalf and /or on behalf of the client. G. Private Pay: The Contracting Agency, who offers to the general public on a private pay basis a service comparable to the service described in this Agreement, must assure that the County is not charged more for the service than the private pay fee. The responsibility lies with the Contracting Agency to justify that a service provided at a different rate is not comparable to this service. H. Maintenance of Funding Sources: The Contracting Agency agrees that: 1. the County funds are not used to replace funds from any other existing program funding; 2. it will continue or initiate efforts to obtain support from private sources and other public organizations for this service; 3. it will utilize new funding sources for this service if they become available through the County and it will make any program changes necessary to meet the requirements of the new funding sources. Page 23 of 28 Agreement No. 91- 009 -258 I. Fees and Donations: The Contracting Agency agrees that: 1. it will assure that older persons have the opportunity to contribute to all or part of the cost of the service, but service will not be denied if participant cannot or does not wish to contribute; 2. it shall utilize client donations to meet project expenses before using State or Federal funds. Client donations may be used to satisfy matching requirements; 3. it shall provide that the methods of receiving fees, donations and contributions from individuals shall be handled in such a manner so as not to publicly differentiate among individuals; 4. all project income derived from the provision of services described herein or incorporated by reference herein or derived or generated through program fund- raising activities or profits earned from fixed rate service shall stay with the project and shall be used to provide increased levels or improved quality of service to the target population. J. Monitoring /Assessment Procedures: The Contracting Agency agrees to: 1. monitor both its fiscal and program status monthly and assess its performance on program objectives and activities covered under this Agreement on an ongoing basis; 2. monitor and assess on an ongoing basis the performance of any subcontracting agencies, and insure that funds made available are expended only in accordance with the specific provisions of this Agreement; 3. recognize that the County will monitor and assess the activities and progress of all programs covered under this Agreement on an ongoing basis. Said monitoring and assessment will be accomplished through, but not limited to, review of program and financial reports, on -site visits (service delivery and administrative sites), conference with program administrators and staff, and visits by members of the Office of Aging and Long Term Care (ALTC) staff and ALTC Advisory Council. Monitoring may include assessing performance based on information submitted in Request for Proposal (RFP). Prior notice of all such visits will be provided; Page 24 of 28 Agreement No. 91- 009 -258 4. authorize and /or participate in any program or fiscal evaluations or studies conducted by the County or DSHS. Prior notice will be provided as well as final reports of evaluations or studies; 5. conduct a self - evaluation of the program annually. The self - evaluation shall include a survey of an appropriate number of clients utilizing the service. The Contracting Agency shall take steps to correct deficiencies found during internal monitoring. Monitoring reports shall be made available to the County upon request. Page 25 of 28 Agreement No. 91- 009 -258 ESTIMATED REVENUE Yakima County Year 1991 Page 1 ' CASH DESCRIPTION TOTAL ALTC NON -ALTC IN -KIND ADULT DAY CARE January 1 - December 31 SCSA 15,300.00 15,300.00 Clients' Match 1,000.00 1,000.00 Other - In -Kind 2,141.00 2,141.00 Volunteers 1,085.00 1,085.00 N 0 o 'TOTAL AVAILABLP REVENUE 19,526.00 15,300.00 1,000.00 3,226.00 ESTIMATED EXPENDITURES Yakima County Year 1991 Page 1 I ACCOUNT NO. CASH BASUB ELE DESCRIPTION TOTAL ALTC NON -ALTC IN -KIND 1 555 58 00 ADULT DAY CARE 1 00 1 ADMINISTRATION 10 1 Salaries & Wages 2,931.00 1,345.00 1,586.00 20 1 Personnel Benefits 1,026.00 471.00 555.00 00 1 TOTAL ADMINISTRATION 3,957.00 1,816.00 2,141.00 it w 0 00 2 SERVICE DELIVERY N J 0 10 2 Salaries & Wages 11,780.00 10,695.00 1,085.00 ml N 20 2 Personnel Benefits 1,178.00 1,178.00 co 31 2 Office & Operating Supplies 1,911.00 1,411.00 500.00 43 2 Travel 200.00 200.00 44 2 Advertising 300.00 200.00 100.00 49 2 Miscellaneous 200.00 200.00 00 2 TOTAL SERVICE DELIVERY 15,569.00 13,484.00 1,000.00 1,085.00 555 58 00 TOTAL ALLOWABTR EXPENDITURES 19,526.00 15,300.00 1,000.00 3,226.00 • ESTIMATED EXPENDITURE • YEAR 1991 PAGE 1 ACCOUNT NO. NARRATIVE 555.58.00 ADULT DAY CARE ALTC NON -ALTC .00 1 ADMINISTRATION .10 1 Salaries & Wages: -Sr. Center Supervisor: 2/hrs /wk x 52 wks x $15.25 $1,586.00 1/ -Sr. Center Clerk: 3 hrs /wk x 52 wks x $8.62 $ 1,345.00 Total Salaries & Wages $ 1,345.00 $1,586.00 .20 1 Personnel Benefits: @ 35% 471.00 555.00 1/ .00 1 TOTAL ADMINISTRATION $ 1,816.00 $2,141.00 .00 2 SERVICE DELIVERY .10 2 Salaries & Wages: -Adult Day Care Coordinator: 14 hrs /wk x 50 wks x $8.00 5,600.00 -Adult Day Care Leaders: 10 hrs /wk x 50 wks x $6.18 x 2 positions 5,095.00 1,085.00 2/ Total Salaries & Wages $10,695.00 $1,085.00 .20 2 Personnel Benefits: @ 10% 1,178.00 .31 2 Office & Operating Supplies: (Includes 723 meals at $1.50 /meal) 1,411.00 500.00 3/ .43 2 Travel: 975 miles x 20.5 cents 200.00 3/ .44 2 Advertising: Flyers & brochures 200.00 100.00 3/ .49 2 Miscellaneous: Registration, subscriptions, etc. 200.00 3/ .00 2 TOTAL SERVICE DELIVERY $13,484.00 $2,085.00 .00 1 TOTAL ADMINISTRATION $ 1,816.00 $2,141.00 555.58.00 TOTAL ADULT DAY CARE $15,300.00 $4,226.00 1/ In -Kind 2/ Volunteers 3/ Client Match CONTRIBUTIONS AND DONATIONS Such funds as are earned or donated to the Contracting Agency through activities performed under the terms of this Agreement shall be reported to the County and shall be used to /provide additional units of Adult Day Care services above the service specifications of this Agreement. 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