COMPLETED BOARD ORDER AND A-1�� �Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No. A-12001
a. Approve and authorize the Director of the
Department of Social & Employment Services, or
his designee, to sign an agreement with Industrial
Employers Distribution Association for $22,588 for
the provision of employer- employee labor relations
services for the Monterey County Public Authority
for In-Home Supportive Services for the period July
1, 2011 to June 30, 2012, including non-standard
Mutual Indemnification provisions in Exhibit F; and
b. Authorize the Director of the Department of Social
& Employment Services, or his designee, to sign up
to three 3) amendments to this agreement, where
the total amendments do not exceed 10% of the
original contract amount, and do not significantly
change the scope of work
Upon motion of Supervisor Salinas, seconded by Supervisor Armenta, and carried by
those members present, the Board hereby;
35
a. Approved and authorized the Director of the Department of Social & Employment
Services, or his designee, to sign an agreement with Industrial Employers Distribution
Association for $22,588 for the provision of employer-employee labor relations services
for the Monterey County Public Authority for In-Home Supportive Services for the
period July 1, 2011 to June 30, 2012, including non-standard Mutual Indemnification
provisions in Exhibit F; and
b. Authorized the Director of the Department of Social & Employment Services, or his
designee, to sign up to three 3) amendments to this agreement, where the total
amendments do not exceed 10% of the original contract amount, and do not significantly
change the scope of work.
PASSED AND ADOPTED on this 14th day of June, 2011, by the following vote, to wit:
AYES: Supervisors Armenta, Calcagno, Salinas, Parker, and Potter
NOES: None
ABSENT: None
I, Gail T. Borkowski, Clerk of the Board of Supervisors of the County of Monterey, State of California, hereby
certify that the foregoing is a true copy of an original order of said Board of Supervisors duly made and entered
in the minutes thereof of Minute Book 75 for the meeting on June 14, 2011.
Dated: June 16, 2011 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
By
Deputy
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COMPLETED BOARD ORDER AND A-1�� �A L
COUNTY OF MONTEREY AGREEMENT FOR PROFESSIONAL SERVICES
NOT TO EXCEED $100,000)
This Professional Services Agreement Agreement") is made by and between the County of Monterey, a
political subdivision of the State of California hereinafter County") and:
Industrial Employers Distribution Association
hereinafter CONTRACTOR").
In consideration of the mutual covenants and conditions set forth in this Agreement, the parties agree as
follows:
1. SERVICES TO BE PROVIDED. The County hereby engages CONTRACTOR to perform, and
CONTRACTOR hereby agrees to perform, the services described in Exhibit A in conformity with the terms of
this Agreement. The services are generally described as follows:
Provide employer-employee labor relations services for the Monterey County Public Authority for
In Home Supportive Services.
2. PAYMENTS BY COUNTY. County shall pay the CONTRACTOR in accordance with the payment
provisions set forth in Exhibit A, subject to the limitations set forth in this Agreement. The total amount
payable by County to CONTRACTOR under this Agreement shall not exceed the sum of $ 22,588.00
3. TERM OF AGREEMENT. The term of this Agreement is from July 1, 2011 to
June 30, 2012 unless sooner terminated pursuant to the terms of this Agreement. This
Agreement is of no force or effect until signed by both CONTRACTOR and County and with County signing
last, and CONTRACTOR may not commence work before County signs this Agreement.
4. ADDITIONAL PROVISIONS/EXHIBITS. The following attached exhibits are incorporated herein by
reference and constitute a part of this Agreement:
Exhibit A Scope of Services/Payment Provisions
Exhibit B DSES Additional Provisions Exhibit F Elder Abuse Certification
Exhibit C Sample Invoice Exhibit G Lobbying Certification
Exhibit D Business Associate Agreement
Exhibit E Mutual Indemnification
5. PERFORMANCE STANDARDS.
5.01. CONTRACTOR warrants that CONTRACTOR and CONTRACTOR's agents, employees, and
subcontractors performing services under this Agreement are specially trained, experienced, competent, and
appropriately licensed to perform the work and deliver the services required under this Agreement and are not
employees of the County, or immediate family of an employee of the County.
5.02. CONTRACTOR, its agents, employees, and subcontractors shall perform all work in a safe and
skillful manner and in compliance with all applicable laws and regulations. All work performed under this
Agreement that is required by law to be performed or supervised by licensed personnel shall be performed in
accordance with such licensing requirements.
5.03. CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel necessary
to carry out the terms of this Agreement, except as otherwise specified in this Agreement. CONTRACTOR
PSA 5'100, 000 or Less, Revised 10/09/08 1 of 8 Project ID: IEDA / AAS / July 2011- June 12 /
$22,588 / Hurley
BIB]
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COMPLETED BOARD ORDER AND A-1�� �shall not use County premises, property including equipment, instruments, or supplies) or personnel for any
purpose other than in the performance of its obligations under this Agreement.
6. PAYMENT CONDITIONS.
6.01. CONTRACTOR shall submit to the Contract Administrator an invoice on a form acceptable to
County. If not otherwise specified, the CONTRACTOR may submit such invoice periodically or at the
completion of services, but in any event, not later than 30 days after completion of services. The invoice shall
set forth the amounts claimed by CONTRACTOR for the previous period, together with an itemized basis for
the amounts claimed, and such other information pertinent to the invoice as the County may require. The
Contract Administrator or his or her designee shall certify the invoice, either in the requested amount or in such
other amount as the County approves in conformity with this Agreement, and shall promptly submit such
invoice to the County Auditor-Controller for payment. The County Auditor-Controller shall pay the amount
certified within 30 days of receiving the certified invoice.
6.02. CONTRACTOR shall not receive reimbursement for travel expenses unless set forth in this
Agreement.
7. TERMINATION.
7.01. During the term of this Agreement, the County may terminate the Agreement for any reason by
giving written notice of termination to the CONTRACTOR at least thirty 30) days prior to the effective date of
termination. Such notice shall set forth the effective date of termination. In the event of such termination, the
amount payable under this Agreement shall be reduced in proportion to the services provided prior to the date of
termination.
7.02. The County may cancel and terminate this Agreement for good cause effective immediately upon
written notice to CONTRACTOR. Good cause" includes the failure of CONTRACTOR to perform the
required services at the time and in the manner provided under this Agreement. If County terminates this
Agreement for good cause, the County may be relieved of the payment of any consideration to
CONTRACTOR, and the County may proceed with the work in any manner which County deems proper. The
cost to the County shall be deducted from any sum due the CONTRACTOR under this Agreement.
MMUMND 11 amIT,@ j
Oft
or,
County"),
9. INSURANCE.
S n r t to r"
9.01. Evidence of Coverage:
Prior to commencement of this Agreement, the Contractor shall provide a Certificate of
Insurance" certifying that coverage as required herein has been obtained. Individual endorsements
executed by the insurance carrier shall accompany the certificate. In addition, the Contractor upon
request shall provide a certified copy of the policy or policies.
PSA $100.000 or Less, Revised] 0109106 2 of 8 Project ID: IEDA / AAS / July 2011- June 12 /
$22,588 / Hurley
BIB]
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COMPLETED BOARD ORDER AND A-1�� �This verification of coverage shall be sent to the County's Contracts/Purchasing Department,
unless otherwise directed. The Contractor shall not receive a Notice to Proceed" with the work
under this Agreement until it has obtained all insurance required and the County has approved
such insurance. This approval of insurance shall neither relieve nor decrease the liability of the
Contractor.
9.02 Qualifying Insurers:
All coverage's, except surety, shall be issued by companies which hold a current policy holder's
alphabetic and financial size category rating of not less than A- VII, according to the current
Best's Key Rating Guide or a company of equal financial stability that is approved by the
County's Purchasing Manager.
9.03 Insurance Coverage Requirements: Without limiting CONTRACTOR's duty to indemnify,
CONTRACTOR shall maintain in effect throughout the term of this Agreement a policy or
policies of insurance with the following minimum limits of liability:
Commercial general liability insurance, including but not limited to premises and operations,
including coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability,
Broad form Property Damage, Independent Contractors, Products and Completed Operations, with
a combined single limit for Bodily Injury and Property Damage of not less than $1,000,000 per
occurrence.
Exemption/Modification Justification attached; subject to approval).
Business automobile liability insurance, covering all motor vehicles, including owned, leased,
non-owned, and hired vehicles, used in providing services under this Agreement, with a combined
single limit for Bodily Injury and Property Damage of not less than $500,000 per occurrence.
Exemption/Modification Justification attached; subject to approval).
Workers' Compensation Insurance, if CONTRACTOR employs others in the performance of this
Agreement, in accordance with California Labor Code section 3700 and with Employer's Liability
limits not less than $1,000,000 each person, $1,000,000 each accident and $1,000,000 each
disease.
Exemption/Modification Justification attached; subject to approval).
Professional liability insurance, if required for the professional services being provided, e.g.,
those persons authorized by a license to engage in a business or profession regulated by the
California Business and Professions Code), in the amount of not less than $1,000,000 per claim
and $2,000,000 in the aggregate, to cover liability for malpractice or errors or omissions made in
the course of rendering professional services. If professional liability insurance is written on a
claims-made" basis rather than an occurrence basis, the CONTRACTOR shall, upon the
expiration or earlier termination of this Agreement, obtain extended reporting coverage tail
coverage") with the same liability limits. Any such tail coverage shall continue for at least three
years following the expiration or earlier termination of this Agreement.
Exemption/Modification Justification attached; subject to approval).
9.04. Other Insurance Requirements:
All insurance required by this Agreement shall be with a company acceptable to the County and issued and
executed by an admitted insurer authorized to transact Insurance business in the State of California. Unless
otherwise specified by this Agreement, all such insurance shall be written on an occurrence basis, or, if the
PSA $100,000 or Less, Revised 10/09/08 3 of 8 Project ID: IEDA / AAS / July 2011- June 12 /
$22,588 / Hurley
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COMPLETED BOARD ORDER AND A-1�� �policy is not written on an occurrence basis, such policy with the coverage required herein shall continue in
effect for a period of three years following the date CONTRACTOR completes its performance of services
under this Agreement.
Each liability policy shall provide that the County shall be given notice in writing at least thirty days in
advance of any endorsed reduction in coverage or limit, cancellation, or intended non-renewal thereof.
Each policy shall provide coverage for Contractor and additional insureds with respect to claims arising
from each subcontractor, if any, performing work under this Agreement, or be accompanied by a certificate
of insurance from each subcontractor showing each subcontractor has identical insurance coverage to the
above requirements.
Commercial general liability and automobile liability policies shall provide an endorsement naming the
County of Monterey, its o icers, agents, and employees as Additional Insureds with respect to liability
arising out of the CONTRA CTOR'S work, including ongoing and completed operations, and shall further
provide that such insurance is primarl, insurance to any insurance or self insurance maintained by the
County and that the insurance of the Additional Insureds shall not be called upon to contribute to a loss
covered by the CONTRACTOR'S insurance. The required endorsement form for Commercial General
Liability Additional Insured is ISO Form CG 20 10 11-85 or CG 20 10 10 01 in tandem with CG 20 3710
01 2000). The required endorsement form for Automobile Additional Insured endorsement is ISO Form
CA 20 48 02 99.
Prior to the execution of this Agreement by the County, CONTRACTOR shall file certificates of insurance
with the County's contract administrator and County's Contracts/Purchasing Division, showing that the
CONTRACTOR has in effect the insurance required by this Agreement. The CONTRACTOR shall file a
new or amended certificate of insurance within five calendar days after any change is made in any
insurance policy, which would alter the information on the certificate then on file. Acceptance or approval
of insurance shall in no way modify or change the indemnification clause in this Agreement, which shall
continue in full force and effect.
CONTRACTOR shall at all times during the term of this Agreement maintain in force the insurance
coverage required under this Agreement and shall send, without demand by County, annual certificates to
County's Contract Administrator and County's Contracts/Purchasing Division. If the certificate is not
received by the expiration date, County shall notify CONTRACTOR and CONTRACTOR shall have five
calendar days to send in the certificate, evidencing no lapse in coverage during the interim. Failure by
CONTRACTOR to maintain such insurance is a default of this Agreement, which entitles County, at its
sole discretion, to terminate this Agreement immediately.
10. RECORDS AND CONFIDENTIALITY.
10.01. Confidentiality. CONTRACTOR and its officers, employees, agents, and subcontractors shall
comply with any and all federal, state, and local laws, which provide for the confidentiality of records and
other information. CONTRACTOR shall not disclose any confidential records or other confidential
information received from the County or prepared in connection with the performance of this Agreement,
unless County specifically permits CONTRACTOR to disclose such records or information.
CONTRACTOR shall promptly transmit to County any and all requests for disclosure of any such
confidential records or information. CONTRACTOR shall not use any confidential information gained by
CONTRACTOR in the performance of this Agreement except for the sole purpose of carrying out
CONTRACTOR's obligations under this Agreement.
PSA $100, 000 or Less, Revised 10/09/05 4 of 8 Project ID: IEDA / AAS / July 2011- June 12
$22,588 / Hurley
BIB]
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COMPLETED BOARD ORDER AND A-1�� �10.02. County Records. When this Agreement expires or terminates, CONTRACTOR shall return to
County any County records which CONTRACTOR used or received from County to perform services
under this Agreement.
10.03. Maintenance of Records. CONTRACTOR shall prepare, maintain, and preserve all reports and
records that may be required by federal, state, and County rules and regulations related to services
performed under this Agreement. CONTRACTOR shall maintain such records for a period of at least three
years after receipt of final payment under this Agreement. If any litigation, claim, negotiation, audit
exception, or other action relating to this Agreement is pending at the end of the three year period, then
CONTRACTOR shall retain said records until such action is resolved.
10.04. Access to and Audit of Records. The County shall have the right to examine, monitor and audit
all records, documents, conditions, and activities of the CONTRACTOR and its subcontractors related to
services provided under this Agreement. Pursuant to Government Code section 8546.7, if this Agreement
involves the expenditure of public funds in excess of $10,000, the parties to this Agreement may be subject,
at the request of the County or as part of any audit of the County, to the examination and audit of the State
Auditor pertaining to matters connected with the performance of this Agreement for a period of three years
after final payment under the Agreement.
10.05. Royalties and Inventions. County shall have a royalty-free, exclusive and irrevocable license to
reproduce, publish, and use, and authorize others to do so, all original computer programs, writings, sound
recordings, pictorial reproductions, drawings, and other works of similar nature produced in the course of
or under this Agreement. CONTRACTOR shall not publish any such material without the prior written
approval of County.
11. NON-DISCRIMINATION. During the performance of this Agreement, CONTRACTOR, and its
subcontractors, shall not unlawfully discriminate against any person because of race, religious creed, color,
sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age
over 40), or sexual orientation, either in CONTRACTOR's employment practices or in the furnishing of
services to recipients. CONTRACTOR shall ensure that the evaluation and treatment of its employees and
applicants for employment and all persons receiving and requesting services are free of such discrimination.
CONTRACTOR and any subcontractor shall, in the performance of this Agreement, fully comply with all
federal, state, and local laws and regulations which prohibit discrimination. The provision of services
primarily or exclusively to such target population as may be designated in this Agreement shall not be
deemed to be prohibited discrimination.
12. COMPLIANCE WITH TERMS OF STATE OR FEDERAL GRANT. If this Agreement has been or
will be funded with monies received by the County pursuant to a contract with the state or federal
government in which the County is the grantee, CONTRACTOR will comply with all the provisions of said
contract, to the extent applicable to CONTRACTOR as a subgrantee under said contract, and said
provisions shall be deemed a part of this Agreement, as though fully set forth herein. Upon request, County
will deliver a copy of said contract to CONTRACTOR, at no cost to CONTRACTOR.
13. INDEPENDENT CONTRACTOR. In the performance of work, duties, and obligations under this
Agreement, CONTRACTOR is at all times acting and performing as an independent contractor and not as
an employee of the County. No offer or obligation of permanent employment with the County or particular
County department or agency is intended in any manner, and CONTRACTOR shall not become entitled by
virtue of this Agreement to receive from County any form of employee benefits including but not limited to
sick leave, vacation, retirement benefits, workers' compensation coverage, insurance or disability benefits.
CONTRACTOR shall be solely liable for and obligated to pay directly all applicable taxes, including
federal and state income taxes and social security, arising out of CONTRACTOR's performance of this
PSA $100.000 or Less, Revised 10/09/08 5 of S Project ID: IEDA / AAS / Jul)' 201 1- June 12 /
$22,588 / Hurley
BIB]
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COMPLETED-U02
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DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
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RELATIONS-U012
SERVICES-U012
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TO-U012
JUNE-U012
30,-U012
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INCLUDING-U012
NON-STANDARD-U012
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SOCIAL-U012
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EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
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TO-U012
AGREEMENT,-U012
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DO-U012
EXCEED-U012
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ORIGINAL-U012
CONTRACT-U012
AMOUNT,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK.-U012
COMPLETED BOARD ORDER AND A-1�� �Agreement. In connection therewith, CONTRACTOR shall defend, indemnify, and hold County harmless
from any and all liability which County may incur because of CONTRACTOR's failure to pay such taxes.
14. NOTICES. Notices required under this Agreement shall be delivered personally or by first-class, postage
pre-paid mail to the County and CONTRACTOR'S contract administrators at the addresses listed below:
FOR COUNTY:
Ethan Hurley, Management Analyst II
Name and Title
713 La Guardia Street, Suite A
Salinas, California 93905
FOR CONTRACTOR:
Keith Fleming / David McKenzie
Name and Title
2200 Powell Street, Suite 1000
Emeryville, California 94608
Address
83 1-755-3425
Address
510-653-6765
Phone Phone
15. MISCELLANEOUS PROVISIONS.
15.01 Conflict of Interest. CONTRACTOR represents that it presently has no interest and agrees not to
acquire any interest during the term of this Agreement, which would directly, or indirectly conflict in
any manner or to any degree with the full and complete performance of the professional services
required to be rendered under this Agreement.
15.02 Amendment. This Agreement may be amended or modified only by an instrument in writing signed
by the County and the CONTRACTOR.
15.03 Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and signed
by the County and the CONTRACTOR. A waiver of any of the terms and conditions of this
Agreement shall not be construed as a waiver of any other terms or conditions in this Agreement.
15.04 Contractor. The tenn CONTRACTOR" as used in this Agreement includes CONTRACTOR's
officers, agents, and employees acting on CONTRACTOR's behalf in the performance of this
Agreement.
15.05 Disputes. CONTRACTOR shall continue to perform under this Agreement during any dispute.
15.06 Assignment and Subcontracting The CONTRACTOR shall not assign, sell, or otherwise transfer its
interest or obligations in this Agreement without the prior written consent of the County. None of the
services covered by this Agreement shall be subcontracted without the prior written approval of the
County. Notwithstanding any such subcontract, CONTRACTOR shall continue to be liable for the
performance of all requirements of this Agreement.
15.07 Successors and Assigns. This Agreement and the rights, privileges, duties, and obligations of the
County and CONTRACTOR under this Agreement, to the extent assignable or delegable, shall be
binding upon and inure to the benefit of the parties and their respective successors, permitted
assigns, and heirs.
PSA 5100, 000 or Less, Revised 10/09/05 6 of 8 Project ID: IEDA / AAS / July 2011- June 12 /
822.588 Hurley
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DO103171-U03
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511-DSS-U08
OLDS-U09
ANNA-U09
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INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
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SERVICES-U012
THE-U012
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AUTHORITY-U012
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1,-U012
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TO-U012
JUNE-U012
30,-U012
2012,-U012
INCLUDING-U012
NON-STANDARD-U012
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INDEMNIFICATION-U012
PROVISIONS;-U012
B.-U012
AUTHORIZE-U012
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DESIGNEE,-U012
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TO-U012
AGREEMENT,-U012
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DO-U012
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SCOPE-U012
OF-U012
WORK.-U012
COMPLETED BOARD ORDER AND A-1�� �15.08 Compliance with Applicable Law. The parties shall comply with all applicable federal, state, and
local laws and regulations in performing this Agreement.
15.09 Headings. The headings are for convenience only and shall not be used to interpret the terms of this
Agreement.
15.10 Time is of the Essence. Time is of the essence in each and all of the provisions of this Agreement.
15.11 Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of
California.
15.12 Non-exclusive Agreement. This Agreement is non-exclusive and both County and CONTRACTOR
expressly reserve the right to contract with other entities for the same or similar services.
15.13 Construction of Agreement. The County and CONTRACTOR agree that each party has fully
participated in the review and revision of this Agreement and that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not apply in the
interpretation of this Agreement or any amendment to this Agreement.
15.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same Agreement.
15.15 Authority. Any individual executing this Agreement on behalf of the County or the
CONTRACTOR represents and warrants hereby that he or she has the requisite authority to enter
into this Agreement on behalf of such party and bind the party to the terms and conditions of this
Agreement.
15.16 Integration. This Agreement, including the exhibits, represent the entire Agreement between the
County and the CONTRACTOR with respect to the subject matter of this Agreement and shall
supersede all prior negotiations, representations, or agreements, either written or oral, between the
County and the CONTRACTOR as of the effective date of this Agreement, which is the date that the
County signs the Agreement.
15.17 Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the
provisions of this Agreement and the Provisions of any exhibit or other attachment to this
Agreement, the provisions of this Agreement shall prevail and control.
PSA $100.000 or Less, Revised 10/09/08 7 of 8 Project ID: IEDA / AAS / July 2011- June 12 /
$22,588 / Hurley
BIB]
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COMPLETED-U02
BOARD-U02
ORDER-U02
A-12001-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO103171-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/16/2011-U04
HANCOCKD-U04
16567-U05
1-U06
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APPROVE-U07
AUTHORIZE-U07
THE-U07
DIRECTOR-U07
OF-U07
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DEPARTMENT-U07
OF-U07
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&-U07
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OR-U07
HIS-U07
DESIGNEE,-U07
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AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
PROVISION-U012
OF-U012
EMPLOYER-EMPLOYEE-U012
LABOR-U012
RELATIONS-U012
SERVICES-U012
THE-U012
MONTEREY-U012
COUNTY-U012
PUBLIC-U012
AUTHORITY-U012
IN-HOME-U012
SUPPORTIVE-U012
SERVICES-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012,-U012
INCLUDING-U012
NON-STANDARD-U012
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B.-U012
AUTHORIZE-U012
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DO-U012
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OF-U012
WORK.-U012
COMPLETED BOARD ORDER AND A-1�� �IN WITNESS WHEREOF, County and CONTRACTOR have executed this Agreement as of the day and
year written below.
Bv:
Date:
Date:
COUNTY OF MONTEREY
Department Head if applicable)
CONTRACTOR
Industrial Employers Distribution Association
Contractor's Business Name*
Approved as to Form'
By:
Date:
By:
Signature of Chair, Presi nt, or
Vice-President)*
x
/ P-Vln1,'
Name and Tit e
Date:
Signature of Secretary, sst. Secretary, CFO,
Treasurer or Asst. Tre urer)*
By: Z
x l j! 1 16-4 1 tt s i S Se, c re iq o'
Name and itle
Approved as to Liability Provisions'
By:
Risk Management
Date:
Date:
*INSTRUCTIONS: If CONTRACTOR is a corporation, including limited liability and non-profit corporations, the full legal name of
the corporation shall be set forth above together with the signatures of two specified officers. If CONTRACTOR is a partnership, the
name of the partnership shall be set forth above together with the signature of a partner who has authority to execute this Agreement
on behalf of the partnership. If CONTRACTOR is contracting in an individual capacity, the individual shall set forth the name of the
business, if any. and shall personally sign the Agreement.
Approval by County Counsel is required only if changes are made to the standard provisions of the PSA
Approval by Auditor/Controller is required
Approval by Risk Management is required only if changes are made in paragraph 8 or 9
PSA $100,000 or Less, Revised 10/09/08 8 of 8 Project ID: IEDA / AAS / July 2011- June 12 /
$22,588 / Hurley
BIB]
40710-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
A-12001-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO103171-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/16/2011-U04
HANCOCKD-U04
16567-U05
1-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
DIRECTOR-U07
OF-U07
THE-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
SIGN-U07
AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
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OF-U012
EMPLOYER-EMPLOYEE-U012
LABOR-U012
RELATIONS-U012
SERVICES-U012
THE-U012
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COUNTY-U012
PUBLIC-U012
AUTHORITY-U012
IN-HOME-U012
SUPPORTIVE-U012
SERVICES-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012,-U012
INCLUDING-U012
NON-STANDARD-U012
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INDEMNIFICATION-U012
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B.-U012
AUTHORIZE-U012
THE-U012
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COMPLETED BOARD ORDER AND A-1��
�EXHIBIT A
INDUSTRIAL EMPLOYERS DISTRIBUTION ASSOCIATION
JULY 1, 2011 to JUNE 30, 2012
SCOPE OF SERVICES/PAYMENT PROVISIONS
1. CONTACT INFORMATION
Contractor Name:
Mailing Address:
Contact Person: Industrial Employers Distribution Association
2200 Powell Street, Suite 1000
Emeryville, CA 94608
Keith Fleming/David McKenzie
510) 653-6765
County Contract Manager: Fax: 510) 658-2609
Ethan Hurley, Management Analyst II
Department of Social and Employment Services
713 La Guardia, Suite A
Salinas, CA 93905
831) 755-3425
Fax: 831) 783-7021
II. SERVICES TO BE PROVIDED BY CONTRACTOR
CONTRACTOR shall provide employer-employee labor relations services as follows:
A. Advise and consult with the Board of Supervisors in its capacity as governing
body of the Public Authority and the Department of Social and Employment
Services Director at such times and places as may be mutually agreed upon by
Industrial Employers Distribution Association, the Board/Authority. and
Department of Social and Employment Services Director on all matters relating to
employment conditions and employer-employee relations.
B. For and on behalf of the Authority, as designated representative of the
Board/Authority and the Department of Social and Employment Services
Director. meet and confer in good faith with representatives of the employee
organization of the Authority at such times and places as may be mutually agreed
upon by Industrial Employers Distribution Association, the Board/Authority. and
the Department of Social and Employment Services Director.
C. Report to the Board/Authority. the County Administrator and the Department of
Social and Employment Services Director on the progress of meeting and
conferring in good faith with the recognized employee organization.
Industrial Employers Distribution Association Jul) 1, 201 1 to June 30, 2012
Exhibit A Page 1 of 2
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ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
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DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
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OF-U012
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LABOR-U012
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SERVICES-U012
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COMPLETED BOARD ORDER AND A-1��
�D. Other related services, including administration of memorandum of
understanding; research and analysis ancillary to memorandum of understanding
negotiations; research and analysis ancillary to memorandum of understanding
administration; preparation of memoranda of understanding and documents
necessary for administration; consultation regarding management of overall
labor/employee relations; pre-employment policies and procedures, fair
employment practices, wage and hour administration, disciplinary procedures,
State and Federal regulation, management training; assist in arbitration of
disputes; State and Federal government relations, and benefits program design.
III. PAYMENT PROVISIONS
COUNTY shall pay CONTRACTOR in accordance with Article 6 Payment Conditions.
Claims for payment may be submitted once every three months. The first payment is due to
CONTRACTOR on October 1, 2011 in the amount of Five Thousand Six Hundred and
Forty-seven dollars $5,647). The remaining payments are due on January 1, 2012, April 1,
2012, and June 30, 2012 in the amount of Five Thousand Six Hundred and Forty-seven
dollars $5,647). The maximum amount to be paid by COUNTY to CONTRACTOR under
this agreement shall not exceed Twenty-two Thousand Five Hundred and Eighty-eight
Dollars $22,588).
Industrial Employers Distribution Association July 1. 2011 to June 30, 2012
Exhibit A Page 2 of 2
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DO103171-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/16/2011-U04
HANCOCKD-U04
16567-U05
1-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
DIRECTOR-U07
OF-U07
THE-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
SIGN-U07
AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
PROVISION-U012
OF-U012
EMPLOYER-EMPLOYEE-U012
LABOR-U012
RELATIONS-U012
SERVICES-U012
THE-U012
MONTEREY-U012
COUNTY-U012
PUBLIC-U012
AUTHORITY-U012
IN-HOME-U012
SUPPORTIVE-U012
SERVICES-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION-U012
PROVISIONS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENT,-U012
THE-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
THE-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNT,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK.-U012
COMPLETED BOARD ORDER AND A-1��
�EXHIBIT B
MONTEREY COUNTY
DEPARTMENT OF SOCIAL & EMPLOYMENT SERVICES
ADDITIONAL PROVISIONS
1. PAYMENT BY COUNTY:
1.01 Quarterly claims by CONTRACTOR: CONTRACTOR shall submit invoices
to COUNTY on a quarterly basis in the form set forth in Exhibit C.
1.02 Allowable Costs: Allowable costs shall be the CONTRACTOR's actual costs of
developing, supervising and delivering the services under this Agreement, as set forth
in the budget, attached hereto as Exhibit A. Only the costs listed in Exhibit A as
contract expenses may be claimed as allowable costs. Any dispute over whether costs
are allowable shall be resolved in accordance with the provisions of 45 Code of Federal
Regulations, Part 74, Sub-Part F and 48 Code of Federal Regulations CFR), Chapter 1,
Part 31.
1.03 Cost Control: CONTRACTOR shall not exceed by more than twenty 20)
percent any contract expense line item amount in the budget without the written
approval of COUNTY, given by and through the Contract Administrator or Contract
Administrator's designee. CONTRACTOR shall submit an amended budget with its
request for such approval. Such approval shall not permit CONTRACTOR to receive
more than the maximum total amount payable under this contract. Therefore, an
increase in one line item will require corresponding decreases in other line items.
1.04 Payment in Full:
a) If COUNTY certifies and pays the amount requested by CONTRACTOR, such
payment shall be deemed payment in full for the month in question and may not
thereafter be reviewed or modified, except to permit COUNTY's recovery of
overpayments.
b) If COUNTY certifies and pays a lesser amount than the amount requested,
COUNTY shall, immediately upon certification of the lesser amount, notify
CONTRACTOR in writing of such certification. If CONTRACTOR does not protest
the lesser amount by delivering to COUNTY a written notice of protest within twenty
20) days after CONTRACTOR's receipt of the certification, then payment of the lesser
amount shall be deemed payment in full for the month in question and may not
thereafter be questioned by CONTRACTOR.
1.05 Disputed payment amount: If COUNTY pays a lesser amount than the amount
requested, and if CONTRACTOR submits a written notice of protest to COUNTY
within twenty 20) days after CONTRACTOR's receipt of the certification, then the
parties shall promptly meet to review the dispute and resolve it on a mutually
Exhibit B. Additional Provisions
Page 1 of 10
BIB]
40710-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
A-12001-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO103171-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/16/2011-U04
HANCOCKD-U04
16567-U05
1-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
DIRECTOR-U07
OF-U07
THE-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
SIGN-U07
AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
PROVISION-U012
OF-U012
EMPLOYER-EMPLOYEE-U012
LABOR-U012
RELATIONS-U012
SERVICES-U012
THE-U012
MONTEREY-U012
COUNTY-U012
PUBLIC-U012
AUTHORITY-U012
IN-HOME-U012
SUPPORTIVE-U012
SERVICES-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION-U012
PROVISIONS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENT,-U012
THE-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
THE-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNT,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK.-U012
COMPLETED BOARD ORDER AND A-1��
�EXHIBIT B
parties shall promptly meet to review the dispute and resolve it on a mutually
acceptable basis. No court action may be taken on such dispute until the parties have
met and attempted to resolve the dispute in person.
II. PERFORMANCE STANDARDS & COMPLIANCE
2.01 Outcome objectives and performance standards: CONTRACTOR shall for the
entire term of this Agreement provide the service outcomes set forth in Exhibit A.
CONTRACTOR shall meet the contracted level of service and the specified
performance standards described in Exhibit A, unless prevented from doing so by
circumstances beyond CONTRACTOR's control, including but not limited to, natural
disasters, fire, theft, and shortages of necessary supplies or materials due to labor
disputes.
2.02 County monitoring of services: COUNTY shall monitor services provided under
this Agreement in order to evaluate the effectiveness and quality of services provided.
2.03 Notice of defective performance: COUNTY shall notify CONTRACTOR in
writing within thirty 30) days after discovering any defects in CONTRACTOR's
performance. CONTRACTOR shall promptly take action to correct the problem and to
prevent its recurrence. Such corrective action shall be completed and a written report
made to the COUNTY concerning such action not later than thirty 30) days after the
date of the COUNTY's written notice to CONTRACTOR.
2.04 Termination for cause: Notwithstanding Section 7.02 of the Agreement, if the
corrective actions required above are not completed and the report to the COUNTY not
made within thirty 30) days, the COUNTY may terminate this Agreement by giving
five 5) days' written notice to CONTRACTOR.
2.05 Remedies for Inadequate Service Levels:
a) For each month that service falls below 80% of the contracted level,
CONTRACTOR shall submit to the COUNTY an analysis of the causes of the
problem and any necessary actions to be taken to correct the problem. If the
problem continues for another month, the COUNTY shall meet with
CONTRACTOR to explore the problem and develop an appropriate written
corrective action plan with appropriate time frames.
b) If CONTRACTOR does not carry out the required corrective action within the
time frame specified, sanctions shall be applied in accordance with funding
source regulations.
c) Notwithstanding Section 7.02 of the Agreement, if, after the COUNTY
notifies CONTRACTOR of any sanctions to be imposed, CONTRACTOR
continues in its failure to take corrective action, then COUNTY may terminate
this contract by giving CONTRACTOR five 5) days' written notice.
Exhibit B. Additional Provisions
Page 2 of 10
BIB]
40710-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
A-12001-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO103171-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/16/2011-U04
HANCOCKD-U04
16567-U05
1-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
DIRECTOR-U07
OF-U07
THE-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
SIGN-U07
AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
PROVISION-U012
OF-U012
EMPLOYER-EMPLOYEE-U012
LABOR-U012
RELATIONS-U012
SERVICES-U012
THE-U012
MONTEREY-U012
COUNTY-U012
PUBLIC-U012
AUTHORITY-U012
IN-HOME-U012
SUPPORTIVE-U012
SERVICES-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION-U012
PROVISIONS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENT,-U012
THE-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
THE-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNT,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK.-U012
COMPLETED BOARD ORDER AND A-1�� �EXHIBIT B
d) If all appropriate corrective actions are taken but service still falls 80% or
more below contracted level, COUNTY and CONTRACTOR may renegotiate
the contracted level of service.
2.06 Training for Staff: CONTRACTOR shall insure that sufficient training is
provided to its volunteer and paid staff to enable them to perform effectively on the
project, and to increase their existing level of skills. Additionally, CONTRACTOR
shall ensure that all staff completes Division 21 Civil Rights training.
2.07 Bi-lingual Services: CONTRACTOR shall ensure that qualified staff is available
to accommodate non-English speaking, and limited English proficient, individuals.
2.08 Assurance of drug free-workplace: CONTRACTOR shall submit to the
COUNTY evidence of compliance with the California Drug-Free Workplace Act of
1990, Government Code sections 8350 et seq., by doing the following:
Publishing a statement notifying employees that the unlawful manufacture,
distribution, dispensation, possession, or use of a controlled substance is prohibited in
the person's or organization's workplace and specifying the actions that will be taken
against employees for violations of the prohibition;
Establishing a drug-free awareness program to inform employees about all
of the following:
1) the dangers of drug abuse in the workplace;
2) the organization's policy of maintaining a drug-free workplace;
3) any available drug counseling, rehabilitation, and employee
assistance programs;
4) the penalties that may be imposed upon employees for drug abuse
violations;
5) requiring that each employee engaged in the performance of the
contract or grant be given a copy of the company's drug-free
policy statement and that, as a condition of employment on the
contract or grant, the employee agrees to abide by the terms of the
statement.
III. AUDIT & RECOVERY OF OVERPAYMENTS
3.01 CPA Audit on Termination:
3.01.01 Audit Requirement
At the request of COUNTY, CONTRACTOR shall give to COUNTY an audit or audit
reports covering the contract period, prepared by an independent Certified Public
Accountant. The audit requirement is for the purpose of determining whether the
reported costs are fair and reasonable and have been computed in accordance with
generally accepted accounting principles, with the provisions of this Agreement, and
with all applicable COUNTY requirements. Such audit shall be performed in
Exhibit B, Additional Provisions
Page 3 of 10
BIB]
40710-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
A-12001-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO103171-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/16/2011-U04
HANCOCKD-U04
16567-U05
1-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
DIRECTOR-U07
OF-U07
THE-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
SIGN-U07
AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
PROVISION-U012
OF-U012
EMPLOYER-EMPLOYEE-U012
LABOR-U012
RELATIONS-U012
SERVICES-U012
THE-U012
MONTEREY-U012
COUNTY-U012
PUBLIC-U012
AUTHORITY-U012
IN-HOME-U012
SUPPORTIVE-U012
SERVICES-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION-U012
PROVISIONS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENT,-U012
THE-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
THE-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNT,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK.-U012
COMPLETED BOARD ORDER AND A-1�� �EXHIBIT B
accordance with the Standards for Audit of Governmental Organizations, Programs,
Activities, and Functions" as published by the Comptroller General of the United
States, and in accordance with generally accepted auditing standards.
3.01.02 Audit Submission /Fiscal Year-end
CONTRACTOR shall provide COUNTY with the audit, or audit report, required herein
no later than 120 days after the close of CONTRACTOR's Fiscal Year. If
CONTRACTOR's fiscal records adhere to a Fiscal Year different from COUNTY's,
then CONTRACTOR's audit will include a schedule(s) coinciding with COUNTY's
Fiscal Year July-June), or CONTRACTOR may submit a program specific audit
coinciding with COUNTY's Fiscal Year July-June).
In the case where providing the required audit within the specified time period
represents an unreasonable hardship, CONTRACTOR shall alert COUNTY and request
an extension. Additional documentation may be requested by COUNTY in order to
grant the extension. The submittal of the audit will continue to be required and due no
later than six 6) months after the close of CONTRACTOR's fiscal year-end.
3.01.03 Audit Format
CONTRACTOR may submit to COUNTY one of the following in satisfaction of this
Audit requirement:
1) An annual independent audit and Management Letter conducted in accordance
with Generally Accepted Auditing Standards GAAS) and Government Auditing
Standards yellow book audit) issued by the Comptroller General of the United
States. The audit should include as a footnote or supplemental schedule expenses of
the grant program.
OR-
2) If CONTRACTOR is not required to have an annual independent audit
conducted in accordance with both Generally Accepted Auditing Standards
GAAS) and Government Auditing Standards yellow book audit) issued by the
Comptroller General of the United States. other than to comply with COUNTY's
request., then an annual independent audit and Management Letter, conducted only
in accordance with Generally Accepted Auditing Standards GAAS) may be
submitted as long as the audit includes this grant/program as part of the testing.
The audit must include a footnote or supplemental schedule expenses of the grant
program.
COUNTY reserves the right to require a program specific audit at COUNTY's
discretion.
Exhibit B, Additional Provisions
Page 4 of 10
BIB]
40710-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
A-12001-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO103171-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/16/2011-U04
HANCOCKD-U04
16567-U05
1-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
DIRECTOR-U07
OF-U07
THE-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
SIGN-U07
AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
PROVISION-U012
OF-U012
EMPLOYER-EMPLOYEE-U012
LABOR-U012
RELATIONS-U012
SERVICES-U012
THE-U012
MONTEREY-U012
COUNTY-U012
PUBLIC-U012
AUTHORITY-U012
IN-HOME-U012
SUPPORTIVE-U012
SERVICES-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION-U012
PROVISIONS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENT,-U012
THE-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
THE-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNT,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK.-U012
COMPLETED BOARD ORDER AND A-1�� �EXHIBIT B
3.01.04 Payment for Audit
CONTRACTOR shall bear all costs in connection with, or resulting from, any audit
and/or inspections including, but not limited to, actual cost incurred and the
payment/repayment of any expenditures disallowed by COUNTY, State or Federal
government entities, including any assessed interest and penalties.
If CONTRACTOR is exempt from federal audit procedures under OMB Circular 133,
then payment for this audit shall be made by CONTRACTOR with resources other than
grant funds, or those used for matching purposes. If CONTRACTOR is not exempt
from federal audit procedures under OMB Circular 133, the cost of audits made in
accordance with the provisions of this part are allowable charges to Federal awards.
The charges may be considered a direct cost or an allocated indirect cost, as determined
in accordance with the provisions of applicable OMB cost principles circulars, the
Federal Acquisition Regulation FAR) 48 CFR parts 30 and 31), or other applicable
cost principles or regulations.
3.02 Contractor Records
Funds provided by COUNTY shall be accounted for separately in CONTRACTOR's
books and records. CONTRACTOR shall keep a systematic accounting record of the
receipt and disbursement of COUNTY funds. CONTRACTOR shall permit COUNTY
to audit, examine and to copy excerpts and transcripts from such records and to conduct
audits or reviews of all records including, but not limited to, invoices, materials,
personnel records, bank account records, business records, billing statements, payroll
records, business expense records, and any and all other data related to matters covered
by this Agreement. CONTRACTOR shall maintain such data and records in an
accessible location and condition for a period of at least four 4) years from the close of
this Agreement term, or until after the conclusion of any audit, whichever occurs last.
The State of California and/or any Federal agency providing funds for this Agreement
shall have the same rights conferred upon COUNTY herein. CONTRACTOR shall
keep records that are sufficient to permit the tracing of funds to a level of expenditure
adequate to ensure that the funds have not been unlawfully spent. CONTRACTOR's
records shall describe and support the use of funds for the agreed upon project or
services outlined in this Agreement.
3.03 Recovery of Overpayments: If any audit shows that COUNTY has paid to
CONTRACTOR any amount in excess of properly allowable costs, then
CONTRACTOR shall reimburse COUNTY for that amount, either by a cash payment
made within thirty 30) days after COUNTY notifies CONTRACTOR of the
overpayment, or by an offset made by COUNTY against any payments owed by
COUNTY to CONTRACTOR under this or any other contract.
IV. CONFIDENTIALITY
CONTRACTOR and its officers, employees, agents, and subcontractors shall comply
with Welfare and Institutions W & I) Code Sec. 10850, 45 CFR Sec. 205.50, and all
Exhibit B, Additional Provisions
Page 5 of 10
BIB]
40710-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
A-12001-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO103171-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/16/2011-U04
HANCOCKD-U04
16567-U05
1-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
DIRECTOR-U07
OF-U07
THE-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
SIGN-U07
AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
PROVISION-U012
OF-U012
EMPLOYER-EMPLOYEE-U012
LABOR-U012
RELATIONS-U012
SERVICES-U012
THE-U012
MONTEREY-U012
COUNTY-U012
PUBLIC-U012
AUTHORITY-U012
IN-HOME-U012
SUPPORTIVE-U012
SERVICES-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012,-U012
INCLUDING-U012
NON-STANDARD-U012
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INDEMNIFICATION-U012
PROVISIONS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
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TO-U012
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3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENT,-U012
THE-U012
TOTAL-U012
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CONTRACT-U012
AMOUNT,-U012
DO-U012
SIGNIFICANTLY-U012
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SCOPE-U012
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WORK.-U012
COMPLETED BOARD ORDER AND A-1�� �EXHIBIT B
other applicable provisions of law which provide for the confidentiality of records and
prohibit their being opened for examination for any purpose not directly connected with
the administration of public social services. Whether or not covered by W&I Code Sec.
10850 or by 45 CFR Sec. 205.50, confidential medical or personnel records and the
identities of clients and complainants shall not be disclosed unless there is proper
consent to such disclosure or a court order requiring disclosure. Confidential
information gained by CONTRACTOR from access to any such records, and from
contact with its clients and complainants, shall be used by CONTRACTOR only in
connection with its conduct of the program under this Agreement. The COUNTY,
through the Director of the Department of Social and Employment Services, and his/her
representatives, shall have access to such confidential information and records to the
extent allowed by law, and such information and records in the hands of the COUNTY
shall remain confidential and may be disclosed only as permitted by law.
V. NON-DISCRIMINATION
CONTRACTOR certifies that to the best of its ability and knowledge it will comply
with the nondiscrimination program requirements set forth in this Section.
5.01 Discrimination Defined: The term discrimination" as used in this contract, is
the same term that is used in Monterey County Code, Chapter 2.80 Procedures for
Investigation and Resolution of Discrimination Complaints"; it means the illegal denial
of equal employment opportunity, harassment including sexual harassment and violent
harassment), disparate treatment, favoritism, subjection to unfair or unequal working
conditions, and/or other discriminatory practice by any Monterey County official,
employee or agent, due to an individual's race, color, ethnic group, national origin,
ancestry, religious creed, sex, sexual orientation, age, veteran's status, cancer-related
medical condition, physical handicap including AIDS) or disability. The term also
includes any act of retaliation.
5.02 Application of Monterey COUNTY Code Chapter 2.80: The provisions of
Monterey COUNTY Code Chapter 2.80 apply to activities conducted pursuant to this
Agreement. Complaints of discrimination made by CONTRACTOR against the
COUNTY, or by recipients of services against CONTRACTOR, may be pursued using
the procedures established by Chapter 2.80. CONTRACTOR shall establish and follow
its own written procedures for the prompt and fair resolution of discrimination
complaints made against CONTRACTOR by its own employees and agents, and shall
provide a copy of such procedures to COUNTY on demand by COUNTY.
5.03 Compliance with laws: During the performance of this Agreement,
CONTRACTOR shall comply with all applicable federal, state and local laws and
regulations which prohibit discrimination, including but not limited to the following:
California Fair Employment and Housing Act, California Government
Code Sec. 12900 et seq., see especially Section 12940 c), h), 1), i), and j);
and the administrative regulations issued thereunder, 2 Calif. Code of
Exhibit B, Additional Provisions
Page 6 of 10
BIB]
40710-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
A-12001-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO103171-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/16/2011-U04
HANCOCKD-U04
16567-U05
1-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
DIRECTOR-U07
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THE-U07
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&-U07
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TO-U07
SIGN-U07
AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
PROVISION-U012
OF-U012
EMPLOYER-EMPLOYEE-U012
LABOR-U012
RELATIONS-U012
SERVICES-U012
THE-U012
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AUTHORITY-U012
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SERVICES-U012
THE-U012
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2011-U012
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2012,-U012
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THE-U012
SCOPE-U012
OF-U012
WORK.-U012
COMPLETED BOARD ORDER AND A-1�� �EXHIBIT B
Regulations Secs. 7285.0 et seq. Division 4 Fair Employment and Housing
Commission);
California Government Code Secs. 11135 11139.5, as amended Title 2,
Div. 3, Part 1, Chap. 1, Art. 9.5) and any applicable administrative rules and
regulations issued under these sections; including Title 22 California Code of
Regulations 98000-98413.
Federal Civil Rights Acts of 1964 and 1991 see especially Title VI, 42 USC
Secs. 2000d et seq.), as amended, and all administrative rules and regulations
issued thereunder see especially 45 CFR Part 80);
The Rehabilitation Act of 1973, Secs. 503 and 504 29 USC Sec. 793 and
794), as amended; all requirements imposed by the applicable HHS
regulations 45 CFR. Parts 80, 84 and 91); and all guidelines and
interpretations issued pursuant thereto;
7 Code of Federal Regulations CFR), Part 15 and 28 CFR Part 42;
Title II of the Americans with Disabilities Act of 1990 P.L. 101-336), 42
U.S.C. Secs. 12101 et seq. and 47 U.S.C. Secs. 225 and 611, and any federal
regulations issued pursuant thereto see 24 CFR Chapter 1; 28 CFR Parts 35
and 36; 29 CFR Parts 1602, 1627, and 1630; and 36 CFR Part 1191);
Unruh Civil Rights Act, Calif. Civil Code Sec. 51 et seq., as amended;
Monterey COUNTY Code, Chap. 2.80.;
Age Discrimination in Employment Act 1975, as amended ADEA), 29
U.S.C. Secs 621 et seq.;
Equal Pay Act of 1963, 29 U.S.C. Sec. 206(d);
California Equal Pay Act, Labor Code Sec.1197.5.
California Government Code Section 4450;
The Dymally-Alatorre Bilingual Services Act; Calif. Government Code
Sec. 7290 et seq.
The Food Stamp Act of 1977, as amended and in particular Section 272.6.
California Code of Regulations, Title 24, Section 3105A(e)
Removal of Barriers to Inter-Ethnic Adoption Act of 1996, Section 1808
Exhibit B. Additional Provisions
Page 7 of 10
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40710-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
A-12001-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO103171-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/16/2011-U04
HANCOCKD-U04
16567-U05
1-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
DIRECTOR-U07
OF-U07
THE-U07
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OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
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EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
PROVISION-U012
OF-U012
EMPLOYER-EMPLOYEE-U012
LABOR-U012
RELATIONS-U012
SERVICES-U012
THE-U012
MONTEREY-U012
COUNTY-U012
PUBLIC-U012
AUTHORITY-U012
IN-HOME-U012
SUPPORTIVE-U012
SERVICES-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012,-U012
INCLUDING-U012
NON-STANDARD-U012
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INDEMNIFICATION-U012
PROVISIONS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
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SERVICES,-U012
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TO-U012
AGREEMENT,-U012
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DO-U012
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CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK.-U012
COMPLETED BOARD ORDER AND A-1�� �EXHIBIT B
5.04 Written assurances: Upon request by COUNTY, CONTRACTOR will give
any written assurances of compliance with the Civil Rights Acts of 1964 and 1991, the
Rehabilitation Act of 1973 and/or the Americans with Disabilities Act of 1990, as may
be required by the federal government in connection with this Agreement, pursuant to
45 CFR Sec. 80.4 or 45 CFR Sec. 84.5, and 91; 7 CFR Part 15; and 28 CFR Part 35, or
other applicable State or federal regulation.
5.05 Written non-discrimination policy: Contractor shall maintain a written
statement of its non-discrimination policies which shall be consistent with the terms of
this Agreement. Such statement shall be available to employees, recipients of services,
and members of the public, upon request.
5.06 Grievance Information: CONTRACTOR shall advise applicants who are
denied CONTRACTOR's services, and recipients who do receive services, of their
right to present grievances, and of their right to a State hearing concerning services
received under this Agreement.
5.07 Notice to Labor Unions: CONTRACTOR shall give written notice of its
obligations under paragraphs 5.01 5.08 to labor organizations with which it has a
collective bargaining or other agreement.
5.08 Access to records by government agencies: CONTRACTOR shall permit
access by COUNTY and by representatives of the State Department of Fair
Employment and Housing, and any state agency providing funds for this Agreement,
upon reasonable notice at any time during normal business hours, but in no case less
than 24 hours' notice, to such of its books, records, accounts, facilities, and other
sources of information as the inspecting party may deem appropriate to ascertain
compliance with these non-discrimination provisions.
5.09 Binding on Subcontractors: The provisions of paragraphs 5.01 5.08 shall also
apply to all of CONTRACTOR's subcontractors. CONTRACTOR shall include the
non-discrimination and compliance provisions of these paragraphs in all subcontracts to
perform work or provide services under this Agreement.
VI. CONTRACT ADMINISTRATORS
6.01 Contract Administrator CONTRACTOR: CONTRACTOR hereby
designates Keith Fleming and David McKenzie as its Contract Administrators for this
Agreement. All matters concerning this Agreement which are within the responsibility
of CONTRACTOR shall be under the direction of, or shall be submitted to, the
CONTRACTOR's Contract Administrator. CONTRACTOR may. in its sole discretion.
change its designation of the Contract Administrator, and shall promptly give written
notice to COUNTY of any such change.
Exhibit B, Additional Provisions
Page 8 of 10
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COMPLETED-U02
BOARD-U02
ORDER-U02
A-12001-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO103171-U03
C15-U03
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6/16/2011-U04
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5/19/2011-U011
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SERVICES-U012
THE-U012
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2011-U012
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30,-U012
2012,-U012
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NON-STANDARD-U012
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PROVISIONS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
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OF-U012
THE-U012
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TO-U012
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OF-U012
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COMPLETED BOARD ORDER AND A-1�� �EXHIBIT B
6.02 Contract Administrator COUNTY: COUNTY hereby designates the
Director of the Monterey County Department of Social and Employment Services as its
Contract Administrator for this Agreement. All matters concerning this Agreement
which are within the responsibility of COUNTY shall be under the direction of, or shall
be submitted to, the Director or such other COUNTY employee in the Department of
Social and Employment Services as the Director may appoint. COUNTY may, in its
sole discretion, change its designation of the Contract Administrator, and shall
promptly give written notice to CONTRACTOR of any such change.
VII. CONTRACT DEPENDENT ON GOVERNMENT FUNDING
COUNTY's payments to CONTRACTOR under this Agreement are funded by the
State and Federal governments. If funds from State and Federal sources are not
obtained and continued at a level sufficient to allow for COUNTY's purchase of the
indicated quantity of services, then COUNTY may give written notice of this fact to
CONTRACTOR, and the obligations of the parties under this Agreement shall
terminate immediately, or on such date thereafter, as COUNTY may specify in its
notice, unless in the meanwhile the parties enter into a written Amendment modifying
this Agreement.
VIII. APPEAL PROCESS
In the event of a dispute or grievance regarding the terms and conditions of this
Agreement, both parties shall abide by the following procedures:
A. CONTRACTOR shall first discuss the problem informally with the designated DSES
Contact/Program Analyst. If the problem is not resolved, CONTRACTOR must, within
fifteen 15) working days of the failed attempt to resolve the dispute with DSES
Contact/Program Analyst, submit a written complaint, together with any evidence, to the
DSES Division Deputy Director. The complaint must include a description of the
disputed issues, the legal authority/basis for each issue which supports CONTRACTOR's
position, and the remedy sought. The Division Deputy Director shall, within fifteen 15)
working days after receipt of CONTRACTOR's written complaint, make a determination
on the dispute, and issue a written decision and reasons therefore. All written
communication shall be pursuant to Section 14. NOTICES of this Agreement. Should
CONTRACTOR disagree with the decision of the Division Deputy Director,
CONTRACTOR may appeal the decision to the Director of the Department of Social &
Employment Services.
B. CONTRACTOR's appeal of the Division Deputy Director's decision must be
submitted to the Department Director within ten 10) working days from the date of the
decision; be in writing, state the reasons why the decision is unacceptable, and include
the original complaint, the decision that is the subject of appeal, and all supporting
documents. Within twenty 20) working days from the date of CONTRACTOR'S appeal,
the Department Director, or his/her designee, shall meet with CONTRACTOR to review
the issues raised on appeal. The Department Director shall issue a final written decision
within fifteen 15) working days of such meeting.
Exhibit B, Additional Provisions
Page 9 of 10
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COMPLETED-U02
BOARD-U02
ORDER-U02
A-12001-U02
LI21329-U03
FO96183-U03
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FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO103171-U03
C15-U03
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6/16/2011-U04
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5/19/2011-U011
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SERVICES-U012
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2011-U012
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COMPLETED BOARD ORDER AND A-1�� �EXHIBIT B
C. CONTRACTOR may appeal the final decision of the Department Director in
accordance with the procedures set forth in Division 25.1 commencing with Section
38050) of the Health and Safety Code and the regulations adopted thereunder. Title 1.
Subchapter 2.5 commencing with Section 251, or Subchapter 3 commencing with Section
300, whichever is applicable, of the California Code of Regulations).
D. CONTRACTOR shall continue to carry out the obligations under this Agreement
during any dispute.
E. Costs incurred by CONTRACTOR for administrative/court review are not
reimbursable by COUNTY.
Exhibit B, Additional Provisions
Page 10 of 10
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A-12001-U02
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COMPLETED BOARD ORDER AND A-1�� �JEDA
2200 Powell Street, Suite 1000, Emeryville, California 9460
INVOICE
MONTEREY COUNTY PUBLIC AUTHORITY IHSS ID# 1152
DEPARTMENT: SOCIAL SERVICES
ATTN: B. CRONER, P.O.# SC5010000000022
1000 S. MAIN STREET, SUITE 306
SALINAS, CA 93901
DATE DESCRIPTION INVOICE#
Member Dues For Labor Relations
Services For The Period From
Current Invoice Amount
Outstanding Amount
ITOTAL AMOUNT DUE UPON RECEIPT:
******IMP0RTANT NOTICE******
MAKE CHECKS PAYABLE TO IEDA
SEND PAYMENTS TO THE MAILING ADDRESS ABOVE
DO NOT COMBINE WITH PAYMENTS TO ANY OTHER IEDA ENTITY
IF YOU HAVE ANY QUESTIONS, CALL MANDY ZARKOVACSKI AT 510) 653-6773.
IF THE BILLING CONTACT SHOWN ABOVE IS INCORRECT OR MISSING,
PLEASE LET US KNOW.
Taxpayer ID# 94-0294-755
EXHIBIT C
AMOUNT
510) 653-6765 Fax 510) 658-2609
Serving Employers Since 7937
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DEPARTMENT-U07
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511-DSS-U08
OLDS-U09
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OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
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THE-U012
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THE-U012
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THE-U012
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JULY-U012
1,-U012
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TO-U012
JUNE-U012
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&-U012
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OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENT,-U012
THE-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
THE-U012
ORIGINAL-U012
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AMOUNT,-U012
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SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
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COMPLETED BOARD ORDER AND A-1�� �EXHIBIT D
BUSINESS ASSOCIATE AGREEMENT
This Agreement is made effective the 1st of July, 2011, by and between County of Monterey,
hereinafter referred to as Covered Entity", and Industrial Employers Distribution Association,
hereinafter referred to as Business Associate", individually, a Party" and collectively, the Parties").
WITNESSETH:
WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and
Accountability Act of 1996, Public Law 104-191, known as the Administrative Simplification provisions,"
direct the Department of Health and Human Services to develop standards to protect the security,
confidentiality and integrity of health information; and
WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and
Human Services has issued regulations modifying 45 CFR Parts 160 and 164 the HIPAA Privacy
Rule"); and
WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby
Business Associate will provide certain services to Covered Entity, and, pursuant to such arrangement,
Business Associate may be considered a business associate" of Covered Entity as defined in the
HIPAA Privacy Rule the agreement evidencing such arrangement is entitled: Employer-Employee
Labor Relations Services, dated July 1, 2011, and is hereby referred to as the Arrangement
Agreement"); and
WHEREAS, Business Associate may have access to Protected Health Information as defined
below) in fulfilling its responsibilities under such arrangement;
THEREFORE, in consideration of the Parties' continuing obligations under the Arrangement
Agreement, compliance with the HIPAA Privacy Rule, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this
Agreement in order to address the requirements of the HIPAA Privacy Rule and to protect the interests
of both Parties.
1. DEFINITIONS
Except as otherwise defined herein, any and all capitalized terms in this Section shall have the
definitions set forth in the HIPAA Privacy Rule. In the event of an inconsistency between the provisions
of this Agreement and mandatory provisions of the HIPAA Privacy Rule, as amended, the HIPAA
Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in
the HIPAA Privacy Rule, but are nonetheless permitted by the HIPAA Privacy Rule, the provisions of
this Agreement shall control.
The term Protected Health Information" means individually identifiable health information including,
without limitation, all information, data, documentation, and materials, including without limitation,
demographic, medical and financial information, that relates to the past, present, or future physical or
mental health or condition of an individual; the provision of health care to an individual; or the past,
present, or future payment for the provision of health care to an individual; and that identifies the
individual or with respect to which there is a reasonable basis to believe the information can be used to
identify the individual.
Page 1 of 4
BIB]
40710-U01
COMPLETED-U02
BOARD-U02
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LI21329-U03
FO96183-U03
FO96184-U03
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AI102271-U03
DO103171-U03
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16567-U05
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SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENT,-U012
THE-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
THE-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNT,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK.-U012
COMPLETED BOARD ORDER AND A-1�� �EXHIBIT D
Business Associate acknowledges and agrees that all Protected Health Information that is created or
received by Covered Entity and disclosed or made available in any form, including paper record, oral
communication, audio recording, and electronic display by Covered Entity or its operating units to
Business Associate or is created or received by Business Associate on Covered Entity's behalf shall be
subject to this Agreement.
II. CONFIDENTIALITY REQUIREMENTS
a) Business Associate agrees:
i) to use or disclose any Protected Health Information solely: 1) for meeting
its obligations as set forth in any agreements between the Parties evidencing their
business relationship or 2) as required by applicable law, rule or regulation, or by
accrediting or credentialing organization to whom Covered Entity is required to disclose
such information or as otherwise permitted under this Agreement, the Arrangement
Agreement if consistent with this Agreement and the HIPAA Privacy Rule), or the
HIPAA Privacy Rule, and 3) as would be permitted by the HIPAA Privacy Rule if such
use or disclosure were made by Covered Entity;
ii) at termination of this Agreement, the Arrangement Agreement or any
similar documentation of the business relationship of the Parties), or upon request of
Covered Entity, whichever occurs first, if feasible, Business Associate will return or
destroy all Protected Health Information received from or created or received by
Business Associate on behalf of Covered Entity that Business Associate still maintains in
any form and retain no copies of such information, or if such return or destruction is not
feasible, Business Associate will extend the protections of this Agreement to the
information and limit further uses and disclosures to those purposes that make the return
or destruction of the information not feasible; and
iii) to ensure that its agents, including a subcontractor, to whom it provides
Protected Health Information received from or created by Business Associate on behalf
of Covered Entity, agrees to the same restrictions and conditions that apply to Business
Associate with respect to such information. In addition, Business Associate agrees to
take reasonable steps to ensure that its employees' actions or omissions do not cause
Business Associate to breach the terms of this Agreement.
b) Notwithstanding the prohibitions set forth in this Agreement, Business Associate may
use and disclose Protected Health Information as follows:
i) if necessary, for the proper management and administration of Business
Associate or to carry out the legal responsibilities of Business Associate, provided that
as to any such disclosure, the following requirements are met:
A) the disclosure is required by law; or
B) Business Associate obtains reasonable assurances from the
person to whom the information is disclosed that it will be held confidentially and
used or further disclosed only as required by law or for the purpose for which it
was disclosed to the person, and the person notifies Business Associate of any
instances of which it is aware in which the confidentiality of the information has
been breached;
ii) for data aggregation services, if to be provided by Business Associate for
the health care operations of Covered Entity pursuant to any agreements between the
Parties evidencing their business relationship. For purposes of this Agreement, data
aggregation services means the combining of Protected Health Information by Business
Associate with the protected health information received by Business Associate in its
Page 2 of 4
BIB]
40710-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
A-12001-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO103171-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/16/2011-U04
HANCOCKD-U04
16567-U05
1-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
DIRECTOR-U07
OF-U07
THE-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
SIGN-U07
AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
PROVISION-U012
OF-U012
EMPLOYER-EMPLOYEE-U012
LABOR-U012
RELATIONS-U012
SERVICES-U012
THE-U012
MONTEREY-U012
COUNTY-U012
PUBLIC-U012
AUTHORITY-U012
IN-HOME-U012
SUPPORTIVE-U012
SERVICES-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
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INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION-U012
PROVISIONS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENT,-U012
THE-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
THE-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNT,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK.-U012
COMPLETED BOARD ORDER AND A-1�� �EXHIBIT D
capacity as a business associate of another covered entity, to permit data analyses that
relate to the health care operations of the respective covered entities.
c) Business Associate will implement appropriate safeguards to prevent use or disclosure
of Protected Health Information other than as permitted in this Agreement. The Secretary of Health and
Human Services shall have the right to audit Business Associate's records and practices related to use
and disclosure of Protected Health Information to ensure Covered Entity's compliance with the terms of
the HIPAA Privacy Rule. Business Associate shall report to Covered Entity any use or disclosure of
Protected Health Information which is not in compliance with the terms of this Agreement of which it
becomes aware. In addition, Business Associate agrees to mitigate, to the extent practicable, any
harmful effect that is known to Business Associate of a use or disclosure of Protected Health
Information by Business Associate in violation of the requirements of this Agreement.
Ill. AVAILABILITY OF PHI
Business Associate agrees to make available Protected Health Information to the extent and in the
manner required by Section 164.524 of the HIPAA Privacy Rule. Business Associate agrees to make
Protected Health information available for amendment and incorporate any amendments to Protected
Health Information in accordance with the requirements of Section 164.526 of the HIPAA Privacy Rule.
In addition, Business Associate agrees to make Protected Health Information available for purposes of
accounting of disclosures, as required by Section 164.528 of the HIPAA Privacy Rule.
IV. TERMINATION
Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to
terminate this Agreement and the Arrangement Agreement immediately if Covered Entity determines
that Business Associate has violated any material term of this Agreement. If Covered Entity reasonably
believes that Business Associate will violate a material term of this Agreement and, where practicable,
Covered Entity gives written notice to Business Associate of such belief within a reasonable time after
forming such belief, and Business Associate fails to provide adequate written assurances to Covered
Entity that it will not breach the cited term of this Agreement within a reasonable period of time given
the specific circumstances, but in any event, before the threatened breach is to occur, then Covered
Entity shall have the right to terminate this Agreement and the Arrangement Agreement immediately.
V. MISCELLANEOUS
Except as expressly stated herein or the HIPAA Privacy Rule, the parties to this Agreement do not
intend to create any rights in any third parties. The obligations of Business Associate under this Section
shall survive the expiration, termination, or cancellation of this Agreement, the Arrangement Agreement
and/or the business relationship of the parties, and shall continue to bind Business Associate, its
agents, employees, contractors, successors, and assigns as set forth herein.
This Agreement may be amended or modified only in a writing signed by the Parties. No Party may
assign its respective rights and obligations under this Agreement without the prior written consent of the
other Party. None of the provisions of this Agreement are intended to create, nor will they be deemed to
create any relationship between the Parties other than that of independent parties contracting with each
other solely for the purposes of effecting the provisions of this Agreement and any other agreements
between the Parties evidencing their business relationship. This Agreement will be governed by the
laws of the State of California. No change, waiver or discharge of any liability or obligation hereunder
Page 3 of 4
BIB]
40710-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
A-12001-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO103171-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/16/2011-U04
HANCOCKD-U04
16567-U05
1-U06
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OF-U07
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&-U07
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OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
SIGN-U07
AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
PROVISION-U012
OF-U012
EMPLOYER-EMPLOYEE-U012
LABOR-U012
RELATIONS-U012
SERVICES-U012
THE-U012
MONTEREY-U012
COUNTY-U012
PUBLIC-U012
AUTHORITY-U012
IN-HOME-U012
SUPPORTIVE-U012
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THE-U012
PERIOD-U012
JULY-U012
1,-U012
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TO-U012
JUNE-U012
30,-U012
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INCLUDING-U012
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INDEMNIFICATION-U012
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B.-U012
AUTHORIZE-U012
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OF-U012
THE-U012
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OF-U012
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&-U012
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SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENT,-U012
THE-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
THE-U012
ORIGINAL-U012
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AMOUNT,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
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COMPLETED BOARD ORDER AND A-1�� �EXHIBIT D
on any one or more occasions shall be deemed a waiver of performance of any continuing or other
obligation, or shall prohibit enforcement of any obligation, on any other occasion.
The parties agree that, in the event that any documentation of the arrangement pursuant to which
Business Associate provides services to Covered Entity contains provisions relating to the use or
disclosure of Protected Health Information which are more restrictive than the provisions of this
Agreement, the provisions of the more restrictive documentation will control. The provisions of this
Agreement are intended to establish the minimum requirements regarding Business Associate's use
and disclosure of Protected Health Information.
In the event that any provision of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, the remainder of the provisions of this Agreement will remain in full force and
effect. In addition, in the event a party believes in good faith that any provision of this Agreement fails
to comply with the then-current requirements of the HIPAA Privacy Rule, such party shall notify the
other party in writing. For a period of up to thirty days, the parties shall address in good faith such
concern and amend the terms of this Agreement, if necessary to bring it into compliance. If, after such
thirty-day period, the Agreement fails to comply with the HIPAA Privacy Rule, then either party has the
right to terminate upon written notice to the other party.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year
written above.
COVERED ENTITY: BUSINESS ASSOCIATE:
County of Monterey IndustriaLE-employers Distribution Association
By: f it
Title: Contracts/Purchasing Officer Title: a /is SI51 /~ r. t
Date: Date: Z 3 //
cif
Page 4 of 4
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40710-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
A-12001-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO103171-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
6/16/2011-U04
HANCOCKD-U04
16567-U05
1-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
DIRECTOR-U07
OF-U07
THE-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
SIGN-U07
AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
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$22,588-U012
THE-U012
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THE-U012
PERIOD-U012
JULY-U012
1,-U012
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TO-U012
JUNE-U012
30,-U012
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INCLUDING-U012
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MUTUAL-U012
INDEMNIFICATION-U012
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B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENT,-U012
THE-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
THE-U012
ORIGINAL-U012
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AMOUNT,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK.-U012
COMPLETED BOARD ORDER AND A-1�� �EXHIBIT E
MUTUAL INDEMNIFICATION
The parties agree as follows:
8. INDEMNIFICATION. CONTRACTOR shall indemnify, defend, and hold harmless
the County, its officers, agents, and employees, from and against any and all claims,
liabilities, and losses whatsoever including damages to property and injuries to or death
of persons, court costs, and reasonable attorneys' fees) occurring or resulting to any and
all persons, firms or corporations furnishing or supplying work, services, materials, or
supplies in connection with the performance of this Agreement, and from any and all
claims, liabilities, and losses occurring or resulting to any person, firm, or corporation for
damage, injury, or death arising out of or connected with the CONTRACTOR's
performance of this Agreement, unless such claims, liabilities, or losses arise out of the
sole negligence or willful misconduct of the COUNTY. CONTRACTOR's
performance" includes CONTRACTOR's action or inaction and the action or inaction of
CONTRACTOR's officers, employees, agents and subcontractors.
COUNTY shall indemnify, defend, and hold harmless the CONTRACTOR, its officers,
agents, and employees, from and against any and all claims, liabilities, and losses
whatsoever including damages to property and injuries to or death of persons, court
costs, and reasonable attorneys' fees) occurring or resulting to any and all persons, firms
or corporations furnishing or supplying work, services, materials, or supplies in
connection with the performance of this Agreement, and from any and all claims,
liabilities, and losses occurring or resulting to any person, firm, or corporation for
damage, injury, or death arising out of or connected with the COUNTY'S performance of
this Agreement, unless such claims, liabilities, or losses arise out of the sole negligence
or willful misconduct of the CONTRACTOR. COUNTY'S performance" includes
COUNTY'S action or inaction and the action or inaction of COUNTY'S officers,
employees, agents and subcontractors.
BIB]
40710-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
A-12001-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO103171-U03
C15-U03
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HANCOCKD-U04
16567-U05
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APPROVE-U07
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DEPARTMENT-U07
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EMPLOYMENT-U07
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TO-U07
SIGN-U07
AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
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DISTRIBUTION-U012
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$22,588-U012
THE-U012
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RELATIONS-U012
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THE-U012
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PUBLIC-U012
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IN-HOME-U012
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THE-U012
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JULY-U012
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2011-U012
TO-U012
JUNE-U012
30,-U012
2012,-U012
INCLUDING-U012
NON-STANDARD-U012
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COMPLETED BOARD ORDER AND A-1�� �Exhibit F
ELDER & DEPENDENT ADULT
ABUSE & NEGLECT REPORTING
CERTIFICATION
Industrial Employers Distribution Association
HEREBY acknowledges that this contract for services will bring CONTRACTOR in
contact with elders or dependent adults, and that CONTRACTOR has received from
COUNTY a copy of Welfare & Institutions Code Section 15659 as required by the Elder
Abuse and Dependent Adult Civil Protection Act Welfare & Institutions Code Sections
15600, et seq). CONTRACTOR certifies that it has knowledge of the provisions of the
Act, and will comply with its provisions which define a mandated reporter, and requires
that reports of abuse or neglect be made by a mandated reporter when, in his or her
professional capacity, or within the scope of his or her employment, he/she observes or
has knowledge of an incident that reasonably appears to be physical abuse, abandonment,
isolation, financial abuse, or neglect.
CONTRACTOR further gives assurance that all of its employees, consultants, and agents
performing services under this Agreement, who are mandated reporters under the Act,
sign statements indicating that they know of and will comply with the Act's reporting
requirements.
Elder/Adult Abuse Reporting
During Regular Business hours 831) 755-3403
After hours Call 911
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COMPLETED BOARD ORDER AND A-1�� �EXHIBIT: G
CERTIFICATION REGARDING LOBBYING
The undersigned certifies, to the best of his or her knowledge and belief, that:
I. No federal appropriated funds have been paid or will be paid by or on behalf
of the undersigned, to any person for influencing or attempting to influence an
officer or employee of any agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in
connection with the awarding of any federal contract, the making of any
federal grant, the making of any federal loan, the entering into of any
cooperative agreement, and the extension, continuation, renewal, amendment,
or modification of any federal contract, grant, loan, or cooperative agreement.
2. If any funds other than federal appropriated funds have been paid or will be
paid to any person for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with this
federal contract, grant, loan, or cooperative agreement, the undersigned shall
complete and submit Standard Form LLL, Disclosure Form to Report
Lobbying," in accordance with its instructions.
3.
The undersigned shall require that the language of this certification be
included in the award document for sub-awards at all tiers including sub-
contracts, sub-grants, and contracts under grants, loans, and cooperative
agreements, and that all sub-recipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was
placed when this transaction was made or entered into. Submission of this
certification is a prerequisite for making or entering into this transaction imposed
by Section 1352, Title 3 L U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not
more than $100,000 for each such failure.
Title
Industrial Employers Distribution Association
Agency/Organization
Date
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SIGNED BOARD REPORT"�|E���MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: June 14,2011 CONSENT AGENDA NO:
SUBJECT: a. Approve and authorize the Director of the Department of Social & Employment
Services, or his designee, to sign an agreement with Industrial Employers Distribution Association
for $22,588 for the provision of employer-employee labor relations services for the Monterey
County Public Authority for In-Home Supportive Services for the period July 1, 2011 to June 30,
2012, including non-standard Mutual Indemnification provisions in Exhibit E; and
b. Authorize the Director of the Department of Social & Employment Services, or his designee, to
sign up to three 3) amendments to this agreement, where the total amendments do not exceed 10%
of the original contract amount, and do not significantly change the scope of work.
DEPARTMENT: Social & Employment Services
RECOMMENDATION:
It is recommended that the Board of Supervisors:
a. Approve and authorize the Director of the Department of Social & Employment Services, or
his designee, to sign an agreement with Industrial Employers Distribution Association for
$22,588 for the provision of employer-employee labor relations services for the Monterey
County Public Authority for In-Home Supportive Services for the period July 1, 2011 to
June 30, 2012, including non-standard Mutual Indemnification provisions in Exhibit E; and
b. Authorize the Director of the Department of Social & Employment Services, or his
designee, to sign up to three 3) amendments to this agreement, where the total amendments
do not exceed 10% of the original contract amount, and do not significantly change the
scope of work.
SUMMARY/DISCUSSION:
Contractor provides employer-employee labor relations services for the Monterey County Public
Authority for In-Home Supportive Services. Upon request of Industrial Employers Distribution
Association, the County has modified its standard unilateral indemnification provision to include
mutual indemnity, based on each party's action or inaction under the agreement.
The County's contract indemnity language has been modified due to limited resources of these
services, the desire to preserve an ongoing positive relationship with the provider, and the need for
uninterrupted service. The new agreement contains the modified mutual indemnity language, and is
being brought before the Board for ratification.
OTHER AGENCY INVOLVEMENT:
County Counsel, the Auditor-Controller and Purchasing have reviewed and approved this contract,
with the exception of the non-standard mutual indemnification which is submitted for Board
approval.
FINANCING:
Sufficient appropriations and estimated revenues are included in the FY 2011-12 proposed Budget.
There i,,s no ipactp the County General Fund.
I
L I"I V 1
Elliott obinson, Director prepared by: Ethan Hurl y, MA II
Department of Social Services ext: 3425
Date: 3 l i
Date: kd zo I I
Attachment: IEDA Agreement $22,588
Original on file with Clerk to the Board
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EXECUTED AGREEMENT"�|Eb� �ORIGINAL
COUNTY OF MONTEREY AGREEMENT FOR PROFESSIONAL SERVICES
NOT TO EXCEED $100,000)
This Professional Services Agreement Agreement") is made by and between the County of Monterey, a
political subdivision of the State of California hereinafter County") and:
Industrial Employers Distribution Association
hereinafter CONTRACTOR").
In consideration of the mutual covenants and conditions set forth in this Agreement, the parties agree as
follows:
1. SERVICES TO BE PROVIDED. The County hereby engages CONTRACTOR to perform, and
CONTRACTOR hereby agrees to perform, the services described in Exhibit A in conformity with the terms of
this Agreement. The services are generally described as follows:
Provide employer-employee labor relations services for the Monterey County Public Authority for
In Home Supportive Services.
2. PAYMENTS BY COUNTY. County shall pay the CONTRACTOR in accordance with the payment
provisions set forth in Exhibit A, subject to the limitations set forth in this Agreement. The total amount
payable by County to CONTRACTOR under this Agreement shall not exceed the sum of $ 22,588.00
3. TERM OF AGREEMENT. The term of this Agreement is from July 1, 2011 to
June 30, 2012 unless sooner terminated pursuant to the terms of this Agreement. This
Agreement is of no force or effect until signed by both CONTRACTOR and County and with County signing
last, and CONTRACTOR may not commence work before County signs this Agreement.
4. ADDITIONAL PROVISIONS/EXHIBITS. The following attached exhibits are incorporated herein by
reference and constitute a part of this Agreement:
Exhibit A Scope of Services/Payment Provisions
Exhibit B DSES Additional Provisions Exhibit F Elder Abuse Certification
Exhibit C Sample Invoice Exhibit G Lobbying Certification
Exhibit D Business Associate Agreement
Exhibit E Mutual Indemnification
5. PERFORMANCE STANDARDS.
5.01. CONTRACTOR warrants that CONTRACTOR and CONTRACTOR's agents, employees, and
subcontractors performing services under this Agreement are specially trained, experienced, competent, and
appropriately licensed to perform the work and deliver the services required under this Agreement and are not
employees of the County, or immediate family of an employee of the County.
5.02. CONTRACTOR, its agents, employees, and subcontractors shall perform all work in a safe and
skillful manner and in compliance with all applicable laws and regulations. All work performed under this
Agreement that is required by law to be performed or supervised by licensed personnel shall be performed in
accordance with such licensing requirements.
5.03. CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel necessary
to carry out the terms of this Agreement, except as otherwise specified in this Agreement. CONTRACTOR
PSA $100,000 or Less, Revised 10/09/08 1 of 8 Project ID: IEDA / AAS / July 2011- June 12 /
$22,588 / Hurley
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EXECUTED AGREEMENT"�|Eb� �shall not use County premises, property including equipment, instruments, or supplies) or personnel for any
purpose other than in the performance of its obligations under this Agreement.
6. PAYMENT CONDITIONS.
6.01. CONTRACTOR shall submit to the Contract Administrator an invoice on a form acceptable to
County. If not otherwise specified, the CONTRACTOR may submit such invoice periodically or at the
completion of services, but in any event, not later than 30 days after completion of services. The invoice shall
set forth the amounts claimed by CONTRACTOR for the previous period, together with an itemized basis for
the amounts claimed, and such other information pertinent to the invoice as the County may require. The
Contract Administrator or his or her designee shall certify the invoice, either in the requested amount or in such
other amount as the County approves in conformity with this Agreement, and shall promptly submit such
invoice to the County Auditor-Controller for payment. The County Auditor-Controller shall pay the amount
certified within 30 days of receiving the certified invoice.
6.02. CONTRACTOR shall not receive reimbursement for travel expenses unless set forth in this
Agreement.
7. TERMINATION.
7.01. During the term of this Agreement, the County may terminate the Agreement for any reason by
giving written notice of termination to the CONTRACTOR at least thirty 30) days prior to the effective date of
termination. Such notice shall set forth the effective date of termination. In the event of such termination, the
amount payable under this Agreement shall be reduced in proportion to the services provided prior to the date of
termination.
7.02. The County may cancel and terminate this Agreement for good cause effective immediately upon
written notice to CONTRACTOR. Good cause" includes the failure of CONTRACTOR to perform the
required services at the time and in the manner provided under this Agreement. If County terminates this
Agreement for good cause, the County may be relieved of the payment of any consideration to
CONTRACTOR, and the County may proceed with the work in any manner which County deems proper. The
cost to the County shall be deducted from any sum due the CONTRACTOR under this Agreement.
See Exhibit E"
9. INSURANCE.
9.01. Evidence of Coverage:
Prior to commencement of this Agreement, the Contractor shall provide a Certificate of
Insurance" certifying that coverage as required herein has been obtained. Individual endorsements
executed by the insurance carrier shall accompany the certificate. In addition, the Contractor upon
request shall provide a certified copy of the policy or policies.
PSA $100, 000 or Less, Revised 10/09/08 2 of 8 Project ID: IEDA / AAS / July 2011- June 12 /
$22,588 / Hurley
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EXECUTED AGREEMENT"�|Eb� �This verification of coverage shall be sent to the County's Contracts/Purchasing Department,
unless otherwise directed. The Contractor shall not receive a Notice to Proceed" with the work
under this Agreement until it has obtained all insurance required and the County has approved
such insurance. This approval of insurance shall neither relieve nor decrease the liability of the
Contractor.
9.02 Qualifying Insurers:
All coverage's, except surety, shall be issued by companies which hold a current policy holder's
alphabetic and financial size category rating of not less than A- VII, according to the current
Best's Key Rating Guide or a company of equal financial stability that is approved by the
County's Purchasing Manager.
9.03 Insurance Coverage Requirements: Without limiting CONTRACTOR's duty to indemnify,
CONTRACTOR shall maintain in effect throughout the term of this Agreement a policy or
policies of insurance with the following minimum limits of liability:
Commercial general liability insurance, including but not limited to premises and operations,
including coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability,
Broad form Property Damage, Independent Contractors, Products and Completed Operations, with
a combined single limit for Bodily Injury and Property Damage of not less than $1,000,000 per
occurrence.
Exemption/Modification Justification attached; subject to approval).
Business automobile liability insurance, covering all motor vehicles, including owned, leased,
non-owned, and hired vehicles, used in providing services under this Agreement, with a combined
single limit for Bodily Injury and Property Damage of not less than $500,000 per occurrence.
Exemption/Modification Justification attached; subject to approval).
Workers' Compensation Insurance, if CONTRACTOR employs others in the performance of this
Agreement, in accordance with California Labor Code section 3700 and with Employer's Liability
limits not less than $1,000,000 each person, $1,000,000 each accident and $1,000,000 each
disease.
Exemption/Modification Justification attached; subject to approval).
Professional liability insurance, if required for the professional services being provided, e.g.,
those persons authorized by a license to engage in a business or profession regulated by the
California Business and Professions Code), in the amount of not less than $1,000,000 per claim
and $2,000,000 in the aggregate, to cover liability for malpractice or errors or omissions made in
the course of rendering professional services. If professional liability insurance is written on a
claims-made" basis rather than an occurrence basis, the CONTRACTOR shall, upon the
expiration or earlier termination of this Agreement, obtain extended reporting coverage tail
coverage") with the same liability limits. Any such tail coverage shall continue for at least three
years following the expiration or earlier termination of this Agreement.
Exemption/Modification Justification attached; subject to approval).
9.04. Other Insurance Requirements:
All insurance required by this Agreement shall be with a company acceptable to the County and issued and
executed by an admitted insurer authorized to transact Insurance business in the State of California. Unless
otherwise specified by this Agreement, all such insurance shall be written on an occurrence basis, or, if the
PSA $100,000 or Less, Revised 10/09/08 3 of 8 Project ID: IEDA / AAS / July 2011- June 12 /
$22,588 / Hurley
BIB]
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EXECUTED AGREEMENT"�|Eb� �policy is not written on an occurrence basis, such policy with the coverage required herein shall continue in
effect for a period of three years following the date CONTRACTOR completes its performance of services
under this Agreement.
Each liability policy shall provide that the County shall be given notice in writing at least thirty days in
advance of any endorsed reduction in coverage or limit, cancellation, or intended non-renewal thereof.
Each policy shall provide coverage for Contractor and additional insureds with respect to claims arising
from each subcontractor, if any, performing work under this Agreement, or be accompanied by a certificate
of insurance from each subcontractor showing each subcontractor has identical insurance coverage to the
above requirements.
Commercial general liability and automobile liability policies shall provide an endorsement naming the
County of Monterey, its officers, agents and employees as Additional Insureds with respect to liability
arising out of the CONTRACTOR'S work, including ongoing and completed operations, and shall further
provide that such insurance is primary insurance to any insurance or self-insurance maintained by the
County and that the insurance of the Additional Insureds shall not be called upon to contribute to a loss
covered by the CONTRACTOR'S insurance. The required endorsement form for Commercial General
Liability Additional Insured is ISO Form CG 20 10 11-85 or CG 20 10 10 01 in tandem with CG 20 3710
01 2000). The required endorsement form for Automobile Additional Insured endorsement is ISO Form
CA 20480299.
Prior to the execution of this Agreement by the County, CONTRACTOR shall file certificates of insurance
with the County's contract administrator and County's Contracts/Purchasing Division, showing that the
CONTRACTOR has in effect the insurance required by this Agreement. The CONTRACTOR shall file a
new or amended certificate of insurance within five calendar days after any change is made in any
insurance policy, which would alter the information on the certificate then on file. Acceptance or approval
of insurance shall in no way modify or change the indemnification clause in this Agreement, which shall
continue in full force and effect.
CONTRACTOR shall at all times during the term of this Agreement maintain in force the insurance
coverage required under this Agreement and shall send, without demand by County, annual certificates to
County's Contract Administrator and County's Contracts/Purchasing Division. If the certificate is not
received by the expiration date, County shall notify CONTRACTOR and CONTRACTOR shall have five
calendar days to send in the certificate, evidencing no lapse in coverage during the interim. Failure by
CONTRACTOR to maintain such insurance is a default of this Agreement, which entitles County, at its
sole discretion, to terminate this Agreement immediately.
10. RECORDS AND CONFIDENTIALITY.
10.01. Confidentiality. CONTRACTOR and its officers, employees, agents, and subcontractors shall
comply with any and all federal, state, and local laws, which provide for the confidentiality of records and
other information. CONTRACTOR shall not disclose any confidential records or other confidential
information received from the County or prepared in connection with the performance of this Agreement,
unless County specifically permits CONTRACTOR to disclose such records or information.
CONTRACTOR shall promptly transmit to County any and all requests for disclosure of any such
confidential records or information. CONTRACTOR shall not use any confidential information gained by
CONTRACTOR in the performance of this Agreement except for the sole purpose of carrying out
CONTRACTOR's obligations under this Agreement.
PSA $100, 000 or Less, Revised 10/09/08 4 of 8 Project ID: IEDA / AAS / July 2011- June 12 /
$22,588 / Hurley
BIB]
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EXECUTED AGREEMENT"�|Eb� �10.02. County Records. When this Agreement expires or terminates, CONTRACTOR shall return to
County any County records which CONTRACTOR used or received from County to perform services
under this Agreement.
10.03. Maintenance of Records. CONTRACTOR shall prepare, maintain, and preserve all reports and
records that may be required by federal, state, and County rules and regulations related to services
performed under this Agreement. CONTRACTOR shall maintain such records for a period of at least three
years after receipt of final payment under this Agreement. If any litigation, claim, negotiation, audit
exception, or other action relating to this Agreement is pending at the end of the three year period, then
CONTRACTOR shall retain said records until such action is resolved.
10.04. Access to and Audit of Records. The County shall have the right to examine, monitor and audit
all records, documents, conditions, and activities of the CONTRACTOR and its subcontractors related to
services provided under this Agreement. Pursuant to Government Code section 8546.7, if this Agreement
involves the expenditure of public funds in excess of $10,000, the parties to this Agreement may be subject,
at the request of the County or as part of any audit of the County, to the examination and audit of the State
Auditor pertaining to matters connected with the performance of this Agreement for a period of three years
after final payment under the Agreement.
10.05. Royalties and Inventions. County shall have a royalty-free, exclusive and irrevocable license to
reproduce, publish, and use, and authorize others to do so, all original computer programs, writings, sound
recordings, pictorial reproductions, drawings, and other works of similar nature produced in the course of
or under this Agreement. CONTRACTOR shall not publish any such material without the prior written
approval of County.
11. NON-DISCRIMINATION. During the performance of this Agreement, CONTRACTOR, and its
subcontractors, shall not unlawfully discriminate against any person because of race, religious creed, color,
sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age
over 40), or sexual orientation, either in CONTRACTOR's employment practices or in the furnishing of
services to recipients. CONTRACTOR shall ensure that the evaluation and treatment of its employees and
applicants for employment and all persons receiving and requesting services are free of such discrimination.
CONTRACTOR and any subcontractor shall, in the performance of this Agreement, fully comply with all
federal, state, and local laws and regulations which prohibit discrimination. The provision of services
primarily or exclusively to such target population as may be designated in this Agreement shall not be
deemed to be prohibited discrimination.
12. COMPLIANCE WITH TERMS OF STATE OR FEDERAL GRANT. If this Agreement has been or
will be funded with monies received by the County pursuant to a contract with the state or federal
government in which the County is the grantee, CONTRACTOR will comply with all the provisions of said
contract, to the extent applicable to CONTRACTOR as a subgrantee under said contract, and said
provisions shall be deemed a part of this Agreement, as though fully set forth herein. Upon request, County
will deliver a copy of said contract to CONTRACTOR, at no cost to CONTRACTOR.
13. INDEPENDENT CONTRACTOR. In the performance of work, duties, and obligations under this
Agreement, CONTRACTOR is at all times acting and performing as an independent contractor and not as
an employee of the County. No offer or obligation of permanent employment with the County or particular
County department or agency is intended in any manner, and CONTRACTOR shall not become entitled by
virtue of this Agreement to receive from County any form of employee benefits including but not limited to
sick leave, vacation, retirement benefits, workers' compensation coverage, insurance or disability benefits.
CONTRACTOR shall be solely liable for and obligated to pay directly all applicable taxes, including
federal and state income taxes and social security, arising out of CONTRACTOR's performance of this
PSA $100,000 or Less, Revised 10/09/08 5 of 8 Project ID: IEDA / AAS / July 2011- June 12 /
$22,588 / Hurley
BIB]
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EXECUTED AGREEMENT"�|Eb� �Agreement. In connection therewith, CONTRACTOR shall defend, indemnify, and hold County harmless
from any and all liability which County may incur because of CONTRACTOR's failure to pay such taxes.
14. NOTICES. Notices required under this Agreement shall be delivered personally or by first-class, postage
pre-paid mail to the County and CONTRACTOR'S contract administrators at the addresses listed below:
FOR COUNTY:
Ethan Hurley, Management Analyst II
Name and Title
713 La Guardia Street, Suite A
Salinas, California 93905
FOR CONTRACTOR:
Keith Fleming / David McKenzie
Name and Title
2200 Powell Street, Suite 1000
Emeryville, California 94608
Address
831-755-3425
Address
510-653-6765
Phone Phone
15. MISCELLANEOUS PROVISIONS.
15.01 Conflict of Interest. CONTRACTOR represents that it presently has no interest and agrees not to
acquire any interest during the term of this Agreement, which would directly, or indirectly conflict in
any manner or to any degree with the full and complete performance of the professional services
required to be rendered under this Agreement.
15.02 Amendment. This Agreement may be amended or modified only by an instrument in writing signed
by the County and the CONTRACTOR.
15.03 Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and signed
by the County and the CONTRACTOR. A waiver of any of the terms and conditions of this
Agreement shall not be construed as a waiver of any other terms or conditions in this Agreement.
15.04 Contractor. The term CONTRACTOR" as used in this Agreement includes CONTRACTOR's
officers, agents, and employees acting on CONTRACTOR's behalf in the performance of this
Agreement.
15.05 Disputes. CONTRACTOR shall continue to perform under this Agreement during any dispute.
15.06 Assignment and Subcontracting The CONTRACTOR shall not assign, sell, or otherwise transfer its
interest or obligations in this Agreement without the prior written consent of the County. None of the
services covered by this Agreement shall be subcontracted without the prior written approval of the
County. Notwithstanding any such subcontract, CONTRACTOR shall continue to be liable for the
performance of all requirements of this Agreement.
15.07 Successors and Assigns. This Agreement and the rights, privileges, duties, and obligations of the
County and CONTRACTOR under this Agreement, to the extent assignable or delegable, shall be
binding upon and inure to the benefit of the parties and their respective successors, permitted
assigns, and heirs.
PSA $100, 000 or Less, Revised 10/09/08 6 of 8 Project ID: IEDA / AAS / July 2011- June 12 /
$22,588 / Hurley
BIB]
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EXECUTED AGREEMENT"�|Eb� �15.08 Compliance with Applicable Law. The parties shall comply with all applicable federal, state, and
local laws and regulations in performing this Agreement.
15.09 Headings. The headings are for convenience only and shall not be used to interpret the terms of this
Agreement.
15.10 Time is of the Essence. Time is of the essence in each and all of the provisions of this Agreement.
15.11 Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of
California.
15.12 Non-exclusive Agreement. This Agreement is non-exclusive and both County and CONTRACTOR
expressly reserve the right to contract with other entities for the same or similar services.
15.13 Construction of Agreement. The County and CONTRACTOR agree that each party has fully
participated in the review and revision of this Agreement and that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not apply in the
interpretation of this Agreement or any amendment to this Agreement.
15.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same Agreement.
15.15 Authority. Any individual executing this Agreement on behalf of the County or the
CONTRACTOR represents and warrants hereby that he or she has the requisite authority to enter
into this Agreement on behalf of such party and bind the party to the terms and conditions of this
Agreement.
15.16 Integration. This Agreement, including the exhibits, represent the entire Agreement between the
County and the CONTRACTOR with respect to the subject matter of this Agreement and shall
supersede all prior negotiations, representations, or agreements, either written or oral, between the
County and the CONTRACTOR as of the effective date of this Agreement, which is the date that the
County signs the Agreement.
15.17 Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the
provisions of this Agreement and the Provisions of any exhibit or other attachment to this
Agreement, the provisions of this Agreement shall prevail and control.
PSA $100,000 or Less, Revised 10/09/08 7 of 8 Project ID: IEDA / AAS / July 2011- June 12 /
$22,588 / Hurley
BIB]
40953-U01
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
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EXECUTED AGREEMENT"�|Eb� �IN WITNESS WHEREOF, County and CONTRACTOR have executed this Agreement as of the day and
year written below.
By:
Date:
By:
Date:
Approved as to Form]
By:
COUNTY OF MONTEREY
Contracts/Purchasing Officer
Department F ad if applicable)
county Courts
Date: 2~
By:
Date:
By:
Approved as to Liability Provisions3
By:
Risk Management
Date:
Date:
CONTRACTOR
Industrial Employers Distribution Association
Contractor's Business Name*
i
Signature of Chair, PresiAnt, or
Vice-President)*
x K_ fevv\l;
Name and Tit e
Signfure of Secretary, sst. Secretary, CFO,
Treasurer or Asst. Tre urer)*
*INSTRUCTIONS: If CONTRACTOR is a corporation, including limited liability and non-profit corporations, the full legal name of
the corporation shall be set forth above together with the signatures of two specified officers. If CONTRACTOR is a partnership, the
name of the partnership shall be set forth above together with the signature of a partner who has authority to execute this Agreement
on behalf of the partnership. If CONTRACTOR is contracting in an individual capacity, the individual shall set forth the name of the
business, if any, and shall personally sign the Agreement.
Approval by County Counsel is required only if changes are made to the standard provisions of the PSA
AApproval by Auditor/Controller is required
3Approval by Risk Management is required only if changes are made in paragraph 8 or 9
PSA $100,000 or Less, Revised 10/09/08 8 of 8 Project ID: IEDA / AAS / July 2011- June 12 /
$22,588 / Hurley
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EXECUTED AGREEMENT"�|Eb� �EXHIBIT A
INDUSTRIAL EMPLOYERS DISTRIBUTION ASSOCIATION
JULY 1, 2011 to JUNE 30, 2012
SCOPE OF SERVICES/PAYMENT PROVISIONS
1. CONTACT INFORMATION
Contractor Name:
Mailing Address:
Contact Person: Industrial Employers Distribution Association
2200 Powell Street, Suite 1000
Emeryville, CA 94608
Keith Fleming/David McKenzie
510) 653-6765
County Contract Manager: Fax: 510) 658-2609
Ethan Hurley, Management Analyst II
Department of Social and Employment Services
713 La Guardia, Suite A
Salinas, CA 93905
831) 755-3425
Fax: 831) 783-7021
II. SERVICES TO BE PROVIDED BY CONTRACTOR
CONTRACTOR shall provide employer-employee labor relations services as follows:
A. Advise and consult with the Board of Supervisors in its capacity as governing
body of the Public Authority and the Department of Social and Employment
Services Director at such times and places as may be mutually agreed upon by
Industrial Employers Distribution Association, the Board/Authority, and
Department of Social and Employment Services Director on all matters relating to
employment conditions and employer-employee relations.
B. For and on behalf of the Authority, as designated representative of the
Board/Authority and the Department of Social and Employment Services
Director, meet and confer in good faith with representatives of the employee
organization of the Authority at such times and places as may be mutually agreed
upon by Industrial Employers Distribution Association, the Board/Authority, and
the Department of Social and Employment Services Director.
C. Report to the Board/Authority, the County Administrator and the Department of
Social and Employment Services Director on the progress of meeting and
conferring in good faith with the recognized employee organization.
Industrial Employers Distribution Association July 1, 2011 to June 30, 2012
Exhibit A Page I of 2
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EXECUTED AGREEMENT"�|Eb�
�D. Other related services, including administration of memorandum of
understanding; research and analysis ancillary to memorandum of understanding
negotiations; research and analysis ancillary to memorandum of understanding
administration; preparation of memoranda of understanding and documents
necessary for administration; consultation regarding management of overall
labor/employee relations; pre-employment policies and procedures, fair
employment practices, wage and hour administration, disciplinary procedures,
State and Federal regulation, management training; assist in arbitration of
disputes; State and Federal government relations, and benefits program design.
III. PAYMENT PROVISIONS
COUNTY shall pay CONTRACTOR in accordance with Article 6 Payment Conditions.
Claims for payment may be submitted once every three months. The first payment is due to
CONTRACTOR on October 1, 2011 in the amount of Five Thousand Six Hundred and
Forty-seven dollars $5,647). The remaining payments are due on January 1, 2012, April 1,
2012, and June 30, 2012 in the amount of Five Thousand Six Hundred and Forty-seven
dollars $5,647). The maximum amount to be paid by COUNTY to CONTRACTOR under
this agreement shall not exceed Twenty-two Thousand Five Hundred and Eighty-eight
Dollars $22,588).
Industrial Employers Distribution Association July 1, 2011 to June 30, 2012
Exhibit A Page 2 of 2
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5/19/2011-U011
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EXECUTED AGREEMENT"�|Eb�
�EXHIBIT B
MONTEREY COUNTY
DEPARTMENT OF SOCIAL & EMPLOYMENT SERVICES
ADDITIONAL PROVISIONS
1. PAYMENT BY COUNTY:
1.01 Quarterly claims by CONTRACTOR: CONTRACTOR shall submit invoices
to COUNTY on a quarterly basis in the form set forth in Exhibit C.
1.02 Allowable Costs: Allowable costs shall be the CONTRACTOR's actual costs of
developing, supervising and delivering the services under this Agreement, as set forth
in the budget, attached hereto as Exhibit A. Only the costs listed in Exhibit A as
contract expenses may be claimed as allowable costs. Any dispute over whether costs
are allowable shall be resolved in accordance with the provisions of 45 Code of Federal
Regulations, Part 74, Sub-Part F and 48 Code of Federal Regulations CFR), Chapter 1,
Part 31.
1.03 Cost Control: CONTRACTOR shall not exceed by more than twenty 20)
percent any contract expense line item amount in the budget without the written
approval of COUNTY, given by and through the Contract Administrator or Contract
Administrator's designee. CONTRACTOR shall submit an amended budget with its
request for such approval. Such approval shall not permit CONTRACTOR to receive
more than the maximum total amount payable under this contract. Therefore, an
increase in one line item will require corresponding decreases in other line items.
1.04 Payment in Full:
a) If COUNTY certifies and pays the amount requested by CONTRACTOR, such
payment shall be deemed payment in full for the month in question and may not
thereafter be reviewed or modified, except to permit COUNTY's recovery of
overpayments.
b) If COUNTY certifies and pays a lesser amount than the amount requested,
COUNTY shall, immediately upon certification of the lesser amount, notify
CONTRACTOR in writing of such certification. If CONTRACTOR does not protest
the lesser amount by delivering to COUNTY a written notice of protest within twenty
20) days after CONTRACTOR's receipt of the certification, then payment of the lesser
amount shall be deemed payment in full for the month in question and may not
thereafter be questioned by CONTRACTOR.
1.05 Disputed payment amount: If COUNTY pays a lesser amount than the amount
requested, and if CONTRACTOR submits a written notice of protest to COUNTY
within twenty 20) days after CONTRACTOR's receipt of the certification, then the
parties shall promptly meet to review the dispute and resolve it on a mutually
Exhibit B, Additional Provisions
Page 1 of 10
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�EXHIBIT B
parties shall promptly meet to review the dispute and resolve it on a mutually
acceptable basis. No court action may be taken on such dispute until the parties have
met and attempted to resolve the dispute in person.
II. PERFORMANCE STANDARDS & COMPLIANCE
2.01 Outcome objectives and performance standards: CONTRACTOR shall for the
entire term of this Agreement provide the service outcomes set forth in Exhibit A.
CONTRACTOR shall meet the contracted level of service and the specified
performance standards described in Exhibit A, unless prevented from doing so by
circumstances beyond CONTRACTOR's control, including but not limited to, natural
disasters, fire, theft, and shortages of necessary supplies or materials due to labor
disputes.
2.02 County monitoring of services: COUNTY shall monitor services provided under
this Agreement in order to evaluate the effectiveness and quality of services provided.
2.03 Notice of defective performance: COUNTY shall notify CONTRACTOR in
writing within thirty 30) days after discovering any defects in CONTRACTOR's
performance. CONTRACTOR shall promptly take action to correct the problem and to
prevent its recurrence. Such corrective action shall be completed and a written report
made to the COUNTY concerning such action not later than thirty 30) days after the
date of the COUNTY's written notice to CONTRACTOR.
2.04 Termination for cause: Notwithstanding Section 7.02 of the Agreement, if the
corrective actions required above are not completed and the report to the COUNTY not
made within thirty 30) days, the COUNTY may terminate this Agreement by giving
five 5) days' written notice to CONTRACTOR.
2.05 Remedies for Inadequate Service Levels:
a) For each month that service falls below 80% of the contracted level,
CONTRACTOR shall submit to the COUNTY an analysis of the causes of the
problem and any necessary actions to be taken to correct the problem. If the
problem continues for another month, the COUNTY shall meet with
CONTRACTOR to explore the problem and develop an appropriate written
corrective action plan with appropriate time frames.
b) If CONTRACTOR does not carry out the required corrective action within the
time frame specified, sanctions shall be applied in accordance with funding
source regulations.
c) Notwithstanding Section 7.02 of the Agreement, if, after the COUNTY
notifies CONTRACTOR of any sanctions to be imposed, CONTRACTOR
continues in its failure to take corrective action, then COUNTY may terminate
this contract by giving CONTRACTOR five 5) days' written notice.
Exhibit B, Additional Provisions
Page 2 of 10
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TO-U012
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THE-U012
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AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
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10%)-U012
OF-U012
THE-U012
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EXECUTED AGREEMENT"�|Eb�
�EXHIBIT B
d) If all appropriate corrective actions are taken but service still falls 80% or
more below contracted level, COUNTY and CONTRACTOR may renegotiate
the contracted level of service.
2.06 Training for Staff: CONTRACTOR shall insure that sufficient training is
provided to its volunteer and paid staff to enable them to perform effectively on the
project, and to increase their existing level of skills. Additionally, CONTRACTOR
shall ensure that all staff completes Division 21 Civil Rights training.
2.07 Bi-lingual Services: CONTRACTOR shall ensure that qualified staff is available
to accommodate non-English speaking, and limited English proficient, individuals.
2.08 Assurance of drug free-workplace: CONTRACTOR shall submit to the
COUNTY evidence of compliance with the California Drug-Free Workplace Act of
1990, Government Code sections 8350 et seq., by doing the following:
Publishing a statement notifying employees that the unlawful manufacture,
distribution, dispensation, possession, or use of a controlled substance is prohibited in
the person's or organization's workplace and specifying the actions that will be taken
against employees for violations of the prohibition;
Establishing a drug-free awareness program to inform employees about all
of the following:
1) the dangers of drug abuse in the workplace;
2) the organization's policy of maintaining a drug-free workplace;
3) any available drug counseling, rehabilitation, and employee
assistance programs;
4) the penalties that may be imposed upon employees for drug abuse
violations;
5) requiring that each employee engaged in the performance of the
contract or grant be given a copy of the company's drug-free
policy statement and that, as a condition of employment on the
contract or grant, the employee agrees to abide by the terms of the
statement.
III. AUDIT & RECOVERY OF OVERPAYMENTS
3.01 CPA Audit on Termination:
3.01.01 Audit Requirement
At the request of COUNTY, CONTRACTOR shall give to COUNTY an audit or audit
reports covering the contract period, prepared by an independent Certified Public
Accountant. The audit requirement is for the purpose of determining whether the
reported costs are fair and reasonable and have been computed in accordance with
generally accepted accounting principles, with the provisions of this Agreement, and
with all applicable COUNTY requirements. Such audit shall be performed in
Exhibit B, Additional Provisions
Page 3 of 10
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EXECUTED AGREEMENT"�|Eb� �EXHIBIT B
accordance with the Standards for Audit of Governmental Organizations, Programs,
Activities, and Functions" as published by the Comptroller General of the United
States, and in accordance with generally accepted auditing standards.
3.01.02 Audit Submission /Fiscal Year-end
CONTRACTOR shall provide COUNTY with the audit, or audit report, required herein
no later than 120 days after the close of CONTRACTOR's Fiscal Year. If
CONTRACTOR's fiscal records adhere to a Fiscal Year different from COUNTY's,
then CONTRACTOR's audit will include a schedule(s) coinciding with COUNTY's
Fiscal Year July-June), or CONTRACTOR may submit a program specific audit
coinciding with COUNTY's Fiscal Year July-June).
In the case where providing the required audit within the specified time period
represents an unreasonable hardship, CONTRACTOR shall alert COUNTY and request
an extension. Additional documentation may be requested by COUNTY in order to
grant the extension. The submittal of the audit will continue to be required and due no
later than six 6) months after the close of CONTRACTOR's fiscal year-end.
3.01.03 Audit Format
CONTRACTOR may submit to COUNTY one of the following in satisfaction of this
Audit requirement:
1) An annual independent audit and Management Letter conducted in accordance
with Generally Accepted Auditing Standards GAAS) and Government Auditing
Standards yellow book audit) issued by the Comptroller General of the United
States. The audit should include as a footnote or supplemental schedule expenses of
the grant program.
OR-
2) If CONTRACTOR is not required to have an annual independent audit
conducted in accordance with both Generally Accepted Auditing Standards
GAAS) and Government Auditing Standards yellow book audit) issued by the
Comptroller General of the United States, other than to comply with COUNTY's
request, then an annual independent audit and Management Letter, conducted only
in accordance with Generally Accepted Auditing Standards GAAS) may be
submitted as long as the audit includes this grant/program as part of the testing.
The audit must include a footnote or supplemental schedule expenses of the grant
program.
COUNTY reserves the right to require a program specific audit at COUNTY's
discretion.
Exhibit B, Additional Provisions
Page 4 of 10
BIB]
40953-U01
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO109658-U03
C5-U03
AGREEMENTS-U03
2/13/2012-U04
BOYDA-U04
16567-U05
1-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
DIRECTOR-U07
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THE-U07
DEPARTMENT-U07
OF-U07
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&-U07
EMPLOYMENT-U07
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HIS-U07
DESIGNEE,-U07
TO-U07
SIGN-U07
AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
PROVISION-U012
OF-U012
EMPLOYER-EMPLOYEE-U012
LABOR-U012
RELATIONS-U012
SERVICES-U012
THE-U012
MONTEREY-U012
COUNTY-U012
PUBLIC-U012
AUTHORITY-U012
IN-HOME-U012
SUPPORTIVE-U012
SERVICES-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION-U012
PROVISIONS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
DEPARTMENT-U012
OF-U012
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SERVICES,-U012
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DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
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AMENDMENTS-U012
TO-U012
AGREEMENT,-U012
THE-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
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PERCENT-U012
10%)-U012
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ORIGINAL-U012
CONTRACT-U012
AMOUNT,-U012
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SIGNIFICANTLY-U012
CHANGE-U012
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SCOPE-U012
OF-U012
WORK.-U012
EXECUTED AGREEMENT"�|Eb� �EXHIBIT B
3.01.04 Payment for Audit
CONTRACTOR shall bear all costs in connection with, or resulting from, any audit
and/or inspections including, but not limited to, actual cost incurred and the
payment/repayment of any expenditures disallowed by COUNTY, State or Federal
government entities, including any assessed interest and penalties.
If CONTRACTOR is exempt from federal audit procedures under OMB Circular 133,
then payment for this audit shall be made by CONTRACTOR with resources other than
grant funds, or those used for matching purposes. If CONTRACTOR is not exempt
from federal audit procedures under OMB Circular 133, the cost of audits made in
accordance with the provisions of this part are allowable charges to Federal awards.
The charges may be considered a direct cost or an allocated indirect cost, as determined
in accordance with the provisions of applicable OMB cost principles circulars, the
Federal Acquisition Regulation FAR) 48 CFR parts 30 and 31), or other applicable
cost principles or regulations.
3.02 Contractor Records
Funds provided by COUNTY shall be accounted for separately in CONTRACTOR's
books and records. CONTRACTOR shall keep a systematic accounting record of the
receipt and disbursement of COUNTY funds. CONTRACTOR shall permit COUNTY
to audit, examine and to copy excerpts and transcripts from such records and to conduct
audits or reviews of all records including, but not limited to, invoices, materials,
personnel records, bank account records, business records, billing statements, payroll
records, business expense records, and any and all other data related to matters covered
by this Agreement. CONTRACTOR shall maintain such data and records in an
accessible location and condition for a period of at least four 4) years from the close of
this Agreement term, or until after the conclusion of any audit, whichever occurs last.
The State of California and/or any Federal agency providing funds for this Agreement
shall have the same rights conferred upon COUNTY herein. CONTRACTOR shall
keep records that are sufficient to permit the tracing of funds to a level of expenditure
adequate to ensure that the funds have not been unlawfully spent. CONTRACTOR's
records shall describe and support the use of funds for the agreed upon project or
services outlined in this Agreement.
3.03 Recovery of Overpayments: If any audit shows that COUNTY has paid to
CONTRACTOR any amount in excess of properly allowable costs, then
CONTRACTOR shall reimburse COUNTY for that amount, either by a cash payment
made within thirty 30) days after COUNTY notifies CONTRACTOR of the
overpayment, or by an offset made by COUNTY against any payments owed by
COUNTY to CONTRACTOR under this or any other contract.
IV. CONFIDENTIALITY
CONTRACTOR and its officers, employees, agents, and subcontractors shall comply
with Welfare and Institutions W & I) Code Sec. 10850, 45 CFR Sec. 205.50, and all
Exhibit B, Additional Provisions
Page 5 of 10
BIB]
40953-U01
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO109658-U03
C5-U03
AGREEMENTS-U03
2/13/2012-U04
BOYDA-U04
16567-U05
1-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
DIRECTOR-U07
OF-U07
THE-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
SIGN-U07
AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
PROVISION-U012
OF-U012
EMPLOYER-EMPLOYEE-U012
LABOR-U012
RELATIONS-U012
SERVICES-U012
THE-U012
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COUNTY-U012
PUBLIC-U012
AUTHORITY-U012
IN-HOME-U012
SUPPORTIVE-U012
SERVICES-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012,-U012
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NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION-U012
PROVISIONS;-U012
B.-U012
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WORK.-U012
EXECUTED AGREEMENT"�|Eb� �EXHIBIT B
other applicable provisions of law which provide for the confidentiality of records and
prohibit their being opened for examination for any purpose not directly connected with
the administration of public social services. Whether or not covered by W&I Code Sec.
10850 or by 45 CFR Sec. 205.50, confidential medical or personnel records and the
identities of clients and complainants shall not be disclosed unless there is proper
consent to such disclosure or a court order requiring disclosure. Confidential
information gained by CONTRACTOR from access to any such records, and from
contact with its clients and complainants, shall be used by CONTRACTOR only in
connection with its conduct of the program under this Agreement. The COUNTY,
through the Director of the Department of Social and Employment Services, and his/her
representatives, shall have access to such confidential information and records to the
extent allowed by law, and such information and records in the hands of the COUNTY
shall remain confidential and may be disclosed only as permitted by law.
V. NON-DISCRIMINATION
CONTRACTOR certifies that to the best of its ability and knowledge it will comply
with the nondiscrimination program requirements set forth in this Section.
5.01 Discrimination Defined: The term discrimination" as used in this contract, is
the same term that is used in Monterey County Code, Chapter 2.80 Procedures for
Investigation and Resolution of Discrimination Complaints"; it means the illegal denial
of equal employment opportunity, harassment including sexual harassment and violent
harassment), disparate treatment, favoritism, subjection to unfair or unequal working
conditions, and/or other discriminatory practice by any Monterey County official,
employee or agent, due to an individual's race, color, ethnic group, national origin,
ancestry, religious creed, sex, sexual orientation, age, veteran's status, cancer-related
medical condition, physical handicap including AIDS) or disability. The term also
includes any act of retaliation.
5.02 Application of Monterey COUNTY Code Chapter 2.80: The provisions of
Monterey COUNTY Code Chapter 2.80 apply to activities conducted pursuant to this
Agreement. Complaints of discrimination made by CONTRACTOR against the
COUNTY, or by recipients of services against CONTRACTOR, may be pursued using
the procedures established by Chapter 2.80. CONTRACTOR shall establish and follow
its own written procedures for the prompt and fair resolution of discrimination
complaints made against CONTRACTOR by its own employees and agents, and shall
provide a copy of such procedures to COUNTY on demand by COUNTY.
5.03 Compliance with laws: During the performance of this Agreement,
CONTRACTOR shall comply with all applicable federal, state and local laws and
regulations which prohibit discrimination, including but not limited to the following:
California Fair Employment and Housing Act, California Government
Code Sec. 12900 et seq., see especially Section 12940 c), h), 1), i), and j);
and the administrative regulations issued thereunder, 2 Calif. Code of
Exhibit B, Additional Provisions
Page 6 of 10
BIB]
40953-U01
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO109658-U03
C5-U03
AGREEMENTS-U03
2/13/2012-U04
BOYDA-U04
16567-U05
1-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
DIRECTOR-U07
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THE-U07
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SERVICES,-U07
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DESIGNEE,-U07
TO-U07
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AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
PROVISION-U012
OF-U012
EMPLOYER-EMPLOYEE-U012
LABOR-U012
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SERVICES-U012
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AUTHORITY-U012
IN-HOME-U012
SUPPORTIVE-U012
SERVICES-U012
THE-U012
PERIOD-U012
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1,-U012
2011-U012
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JUNE-U012
30,-U012
2012,-U012
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NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION-U012
PROVISIONS;-U012
B.-U012
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TO-U012
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SCOPE-U012
OF-U012
WORK.-U012
EXECUTED AGREEMENT"�|Eb� �EXHIBIT B
Regulations Secs. 7285.0 et seq. Division 4 Fair Employment and Housing
Commission);
California Government Code Secs. 11135 11139.5, as amended Title 2,
Div. 3, Part 1, Chap. 1, Art. 9.5) and any applicable administrative rules and
regulations issued under these sections; including Title 22 California Code of
Regulations 98000-98413.
Federal Civil Rights Acts of 1964 and 1991 see especially Title VI, 42 USC
Secs. 2000d et seq.), as amended, and all administrative rules and regulations
issued thereunder see especially 45 CFR Part 80);
The Rehabilitation Act of 1973, Secs. 503 and 504 29 USC Sec. 793 and
794), as amended; all requirements imposed by the applicable HHS
regulations 45 CFR Parts 80, 84 and 91); and all guidelines and
interpretations issued pursuant thereto;
7 Code of Federal Regulations CFR), Part 15 and 28 CFR Part 42;
Title II of the Americans with Disabilities Act of 1990 P.L. 101-336), 42
U.S.C. Secs. 12101 et seq. and 47 U.S.C. Secs. 225 and 611, and any federal
regulations issued pursuant thereto see 24 CFR Chapter 1; 28 CFR Parts 35
and 36; 29 CFR Parts 1602, 1627, and 1630; and 36 CFR Part 1191);
Unruh Civil Rights Act, Calif. Civil Code Sec. 51 et seq., as amended;
Monterey COUNTY Code, Chap. 2.80.;
Age Discrimination in Employment Act 1975, as amended ADEA), 29
U.S.C. Secs 621 et seq.;
Equal Pay Act of 1963, 29 U.S.C. Sec. 206(d);
California Equal Pay Act, Labor Code Sec. 1197.5.
California Government Code Section 4450;
The Dymally-Alatorre Bilingual Services Act; Calif. Government Code
Sec. 7290 et seq.
The Food Stamp Act of 1977, as amended and in particular Section 272.6.
California Code of Regulations, Title 24, Section 3105A(e)
Removal of Barriers to Inter-Ethnic Adoption Act of 1996, Section 1808
Exhibit B, Additional Provisions
Page 7 of 10
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40953-U01
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO109658-U03
C5-U03
AGREEMENTS-U03
2/13/2012-U04
BOYDA-U04
16567-U05
1-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
DIRECTOR-U07
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THE-U07
DEPARTMENT-U07
OF-U07
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SERVICES,-U07
OR-U07
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DESIGNEE,-U07
TO-U07
SIGN-U07
AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
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DISTRIBUTION-U012
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$22,588-U012
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LABOR-U012
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SERVICES-U012
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COUNTY-U012
PUBLIC-U012
AUTHORITY-U012
IN-HOME-U012
SUPPORTIVE-U012
SERVICES-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012,-U012
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NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION-U012
PROVISIONS;-U012
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DIRECTOR-U012
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THE-U012
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TO-U012
AGREEMENT,-U012
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DO-U012
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CONTRACT-U012
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SIGNIFICANTLY-U012
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WORK.-U012
EXECUTED AGREEMENT"�|Eb� �EXHIBIT B
5.04 Written assurances: Upon request by COUNTY, CONTRACTOR will give
any written assurances of compliance with the Civil Rights Acts of 1964 and 1991, the
Rehabilitation Act of 1973 and/or the Americans with Disabilities Act of 1990, as may
be required by the federal government in connection with this Agreement, pursuant to
45 CFR Sec. 80.4 or 45 CFR Sec. 84.5, and 91; 7 CFR Part 15; and 28 CFR Part 35, or
other applicable State or federal regulation.
5.05 Written non-discrimination policy: Contractor shall maintain a written
statement of its non-discrimination policies which shall be consistent with the terms of
this Agreement. Such statement shall be available to employees, recipients of services,
and members of the public, upon request.
5.06 Grievance Information: CONTRACTOR shall advise applicants who are
denied CONTRACTOR's services, and recipients who do receive services, of their
right to present grievances, and of their right to a State hearing concerning services
received under this Agreement.
5.07 Notice to Labor Unions: CONTRACTOR shall give written notice of its
obligations under paragraphs 5.01 5.08 to labor organizations with which it has a
collective bargaining or other agreement.
5.08 Access to records by government agencies: CONTRACTOR shall permit
access by COUNTY and by representatives of the State Department of Fair
Employment and Housing, and any state agency providing funds for this Agreement,
upon reasonable notice at any time during normal business hours, but in no case less
than 24 hours' notice, to such of its books, records, accounts, facilities, and other
sources of information as the inspecting party may deem appropriate to ascertain
compliance with these non-discrimination provisions.
5.09 Binding on Subcontractors: The provisions of paragraphs 5.01 5.08 shall also
apply to all of CONTRACTOR's subcontractors. CONTRACTOR shall include the
non-discrimination and compliance provisions of these paragraphs in all subcontracts to
perform work or provide services under this Agreement.
VI. CONTRACT ADMINISTRATORS
6.01 Contract Administrator CONTRACTOR: CONTRACTOR hereby
designates Keith Fleming and David McKenzie as its Contract Administrators for this
Agreement. All matters concerning this Agreement which are within the responsibility
of CONTRACTOR shall be under the direction of, or shall be submitted to, the
CONTRACTOR's Contract Administrator. CONTRACTOR may, in its sole discretion,
change its designation of the Contract Administrator, and shall promptly give written
notice to COUNTY of any such change.
Exhibit B, Additional Provisions
Page 8 of 10
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EXECUTED-U02
AGREEMENT-U02
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FO96183-U03
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FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO109658-U03
C5-U03
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2/13/2012-U04
BOYDA-U04
16567-U05
1-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
DIRECTOR-U07
OF-U07
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DEPARTMENT-U07
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&-U07
EMPLOYMENT-U07
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DESIGNEE,-U07
TO-U07
SIGN-U07
AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
PROVISION-U012
OF-U012
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LABOR-U012
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SERVICES-U012
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COUNTY-U012
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SUPPORTIVE-U012
SERVICES-U012
THE-U012
PERIOD-U012
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2011-U012
TO-U012
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2012,-U012
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THE-U012
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OF-U012
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TO-U012
AGREEMENT,-U012
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EXECUTED AGREEMENT"�|Eb� �EXHIBIT B
6.02 Contract Administrator COUNTY: COUNTY hereby designates the
Director of the Monterey County Department of Social and Employment Services as its
Contract Administrator for this Agreement. All matters concerning this Agreement
which are within the responsibility of COUNTY shall be under the direction of, or shall
be submitted to, the Director or such other COUNTY employee in the Department of
Social and Employment Services as the Director may appoint. COUNTY may, in its
sole discretion, change its designation of the Contract Administrator, and shall
promptly give written notice to CONTRACTOR of any such change.
VII. CONTRACT DEPENDENT ON GOVERNMENT FUNDING
COUNTY's payments to CONTRACTOR under this Agreement are funded by the
State and Federal governments. If funds from State and Federal sources are not
obtained and continued at a level sufficient to allow for COUNTY's purchase of the
indicated quantity of services, then COUNTY may give written notice of this fact to
CONTRACTOR, and the obligations of the parties under this Agreement shall
terminate immediately, or on such date thereafter, as COUNTY may specify in its
notice, unless in the meanwhile the parties enter into a written Amendment modifying
this Agreement.
VIII. APPEAL PROCESS
In the event of a dispute or grievance regarding the terms and conditions of this
Agreement, both parties shall abide by the following procedures:
A. CONTRACTOR shall first discuss the problem informally with the designated DSES
Contact/Program Analyst. If the problem is not resolved, CONTRACTOR must, within
fifteen 15) working days of the failed attempt to resolve the dispute with DSES
Contact/Program Analyst, submit a written complaint, together with any evidence, to the
DSES Division Deputy Director. The complaint must include a description of the
disputed issues, the legal authority/basis for each issue which supports CONTRACTOR's
position, and the remedy sought. The Division Deputy Director shall, within fifteen 15)
working days after receipt of CONTRACTOR's written complaint, make a determination
on the dispute, and issue a written decision and reasons therefore. All written
communication shall be pursuant to Section 14. NOTICES of this Agreement. Should
CONTRACTOR disagree with the decision of the Division Deputy Director,
CONTRACTOR may appeal the decision to the Director of the Department of Social &
Employment Services.
B. CONTRACTOR's appeal of the Division Deputy Director's decision must be
submitted to the Department Director within ten 10) working days from the date of the
decision; be in writing, state the reasons why the decision is unacceptable, and include
the original complaint, the decision that is the subject of appeal, and all supporting
documents. Within twenty 20) working days from the date of CONTRACTOR'S appeal,
the Department Director, or his/her designee, shall meet with CONTRACTOR to review
the issues raised on appeal. The Department Director shall issue a final written decision
within fifteen 15) working days of such meeting.
Exhibit B, Additional Provisions
Page 9 of 10
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EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102271-U03
DO109658-U03
C5-U03
AGREEMENTS-U03
2/13/2012-U04
BOYDA-U04
16567-U05
1-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
DIRECTOR-U07
OF-U07
THE-U07
DEPARTMENT-U07
OF-U07
SOCIAL-U07
&-U07
EMPLOYMENT-U07
SERVICES,-U07
OR-U07
HIS-U07
DESIGNEE,-U07
TO-U07
SIGN-U07
AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
PROVISION-U012
OF-U012
EMPLOYER-EMPLOYEE-U012
LABOR-U012
RELATIONS-U012
SERVICES-U012
THE-U012
MONTEREY-U012
COUNTY-U012
PUBLIC-U012
AUTHORITY-U012
IN-HOME-U012
SUPPORTIVE-U012
SERVICES-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION-U012
PROVISIONS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENT,-U012
THE-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
THE-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNT,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK.-U012
EXECUTED AGREEMENT"�|Eb� �EXHIBIT B
C. CONTRACTOR may appeal the final decision of the Department Director in
accordance with the procedures set forth in Division 25.1 commencing with Section
38050) of the Health and Safety Code and the regulations adopted thereunder. Title 1,
Subchapter 2.5 commencing with Section 251, or Subchapter 3 commencing with Section
300, whichever is applicable, of the California Code of Regulations).
D. CONTRACTOR shall continue to carry out the obligations under this Agreement
during any dispute.
E. Costs incurred by CONTRACTOR for administrative/court review are not
reimbursable by COUNTY.
Exhibit B, Additional Provisions
Page 10 of 10
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AS99894-U03
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DO109658-U03
C5-U03
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AUTHORIZE-U07
THE-U07
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OF-U07
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OF-U07
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&-U07
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OR-U07
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DESIGNEE,-U07
TO-U07
SIGN-U07
AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
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OF-U012
EMPLOYER-EMPLOYEE-U012
LABOR-U012
RELATIONS-U012
SERVICES-U012
THE-U012
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PUBLIC-U012
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IN-HOME-U012
SUPPORTIVE-U012
SERVICES-U012
THE-U012
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1,-U012
2011-U012
TO-U012
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30,-U012
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OF-U012
THE-U012
DEPARTMENT-U012
OF-U012
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&-U012
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OR-U012
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DESIGNEE,-U012
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TO-U012
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TO-U012
AGREEMENT,-U012
THE-U012
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AMENDMENTS-U012
DO-U012
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10%)-U012
OF-U012
THE-U012
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AMOUNT,-U012
DO-U012
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THE-U012
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OF-U012
WORK.-U012
EXECUTED AGREEMENT"�|Eb� �1EDA
2200 Powell Street, Suite 1000, Emeryville, California 9460
INVOICE
MONTEREY COUNTY PUBLIC AUTHORITY IHSS ID# 1152
DEPARTMENT: SOCIAL SERVICES
ATTN: B. CRONER, P.O.# SC5010000000022
1000 S. MAIN STREET, SUITE 306
SALINAS, CA 93901
DATE DESCRIPTION INVOICE#
Member Dues For Labor Relations
Services For The Period From
Current Invoice Amount
Outstanding Amount
AMOUNT
TOTAL AMOUNT DUE UPON RECEIPT.--I W,
IMPORTANT NOTICE******
MAKE CHECKS PAYABLE TO IEDA
SEND PAYMENTS TO THE MAILING ADDRESS ABOVE
DO NOT COMBINE WITH PAYMENTS TO ANY OTHER IEDA ENTITY
IF YOU HAVE ANY QUESTIONS, CALL MANDY ZARKOVACSKI AT 510) 653-6773.
IF THE BILLING CONTACT SHOWN ABOVE IS INCORRECT OR MISSING,
PLEASE LET US KNOW.
Taxpayer ID# 94-0294755
EXHIBIT C
510) 653-6765 Fax 510) 658-2609
Serving Employers Since 1937
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AUTHORIZE-U07
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OF-U07
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SERVICES,-U07
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AN-U07
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OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
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INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
PROVISION-U012
OF-U012
EMPLOYER-EMPLOYEE-U012
LABOR-U012
RELATIONS-U012
SERVICES-U012
THE-U012
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IN-HOME-U012
SUPPORTIVE-U012
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THE-U012
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TO-U012
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3)-U012
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TO-U012
AGREEMENT,-U012
THE-U012
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AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
THE-U012
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AMOUNT,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK.-U012
EXECUTED AGREEMENT"�|Eb� �EXHIBIT D
BUSINESS ASSOCIATE AGREEMENT
This Agreement is made effective the 1st of July, 2011, by and between County of Monterey,
hereinafter referred to as Covered Entity", and Industrial Employers Distribution Association,
hereinafter referred to as Business Associate", individually, a Party" and collectively, the Parties").
WITNESSETH:
WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and
Accountability Act of 1996, Public Law 104-191, known as the Administrative Simplification provisions,'
direct the Department of Health and Human Services to develop standards to protect the security,
confidentiality and integrity of health information; and
WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and
Human Services has issued regulations modifying 45 CFR Parts 160 and 164 the HIPAA Privacy
Rule"); and
WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby
Business Associate will provide certain services to Covered Entity, and, pursuant to such arrangement,
Business Associate may be considered a business associate" of Covered Entity as defined in the
HIPAA Privacy Rule the agreement evidencing such arrangement is entitled: Employer-Employee
Labor Relations Services, dated July 1, 2011, and is hereby referred to as the Arrangement
Agreement"); and
WHEREAS, Business Associate may have access to Protected Health Information as defined
below) in fulfilling its responsibilities under such arrangement;
THEREFORE, in consideration of the Parties' continuing obligations under the Arrangement
Agreement, compliance with the HIPAA Privacy Rule, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this
Agreement in order to address the requirements of the HIPAA Privacy Rule and to protect the interests
of both Parties.
1. DEFINITIONS
Except as otherwise defined herein, any and all capitalized terms in this Section shall have the
definitions set forth in the HIPAA Privacy Rule. In the event of an inconsistency between the provisions
of this Agreement and mandatory provisions of the HIPAA Privacy Rule, as amended, the HIPAA
Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in
the HIPAA Privacy Rule, but are nonetheless permitted by the HIPAA Privacy Rule, the provisions of
this Agreement shall control.
The term Protected Health Information" means individually identifiable health information including,
without limitation, all information, data, documentation, and materials, including without limitation,
demographic, medical and financial information, that relates to the past, present, or future physical or
mental health or condition of an individual; the provision of health care to an individual; or the past,
present, or future payment for the provision of health care to an individual; and that identifies the
individual or with respect to which there is a reasonable basis to believe the information can be used to
identify the individual.
Page 1 of 4
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AS99892-U03
AS99894-U03
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DO109658-U03
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OF-U07
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OF-U07
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AN-U07
511-DSS-U08
OLDS-U09
ANNA-U09
OLDSAM-U10
5/19/2011-U011
AGREEMENT-U012
INDUSTRIAL-U012
EMPLOYERS-U012
DISTRIBUTION-U012
ASSOCIATION-U012
$22,588-U012
THE-U012
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OF-U012
EMPLOYER-EMPLOYEE-U012
LABOR-U012
RELATIONS-U012
SERVICES-U012
THE-U012
MONTEREY-U012
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PUBLIC-U012
AUTHORITY-U012
IN-HOME-U012
SUPPORTIVE-U012
SERVICES-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2012,-U012
INCLUDING-U012
NON-STANDARD-U012
MUTUAL-U012
INDEMNIFICATION-U012
PROVISIONS;-U012
B.-U012
AUTHORIZE-U012
THE-U012
DIRECTOR-U012
OF-U012
THE-U012
DEPARTMENT-U012
OF-U012
SOCIAL-U012
&-U012
EMPLOYMENT-U012
SERVICES,-U012
OR-U012
HIS-U012
DESIGNEE,-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
3)-U012
AMENDMENTS-U012
TO-U012
AGREEMENT,-U012
THE-U012
TOTAL-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
THE-U012
ORIGINAL-U012
CONTRACT-U012
AMOUNT,-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK.-U012
EXECUTED AGREEMENT"�|Eb� �EXHIBIT D
Business Associate acknowledges and agrees that all Protected Health Information that is created or
received by Covered Entity and disclosed or made available in any form, including paper record, oral
communication, audio recording, and electronic display by Covered Entity or its operating units to
Business Associate or is created or received by Business Associate on Covered Entity's behalf shall be
subject to this Agreement.
II. CONFIDENTIALITY REQUIREMENTS
a) Business Associate agrees:
i) to use or disclose any Protected Health Information solely: 1) for meeting
its obligations as set forth in any agreements between the Parties evidencing their
business relationship or 2) as required by applicable law, rule or regulation, or by
accrediting or credentialing organization to whom Covered Entity is required to disclose
such information or as otherwise permitted under this Agreement, the Arrangement
Agreement if consistent with this Agreement and the HIPAA Privacy Rule), or the
HIPAA Privacy Rule, and 3) as would be permitted by the HIPAA Privacy Rule if such
use or disclosure were made by Covered Entity;
ii) at termination of this Agreement, the Arrangement Agreement or any
similar documentation of the business relationship of the Parties), or upon request of
Covered Entity, whichever occurs first, if feasible, Business Associate will return or
destroy all Protected Health Information received from or created or received by
Business Associate on behalf of Covered Entity that Business Associate still maintains in
any form and retain no copies of such information, or if such return or destruction is not
feasible, Business Associate will extend the protections of this Agreement to the
information and limit further uses and disclosures to those purposes that make the return
or destruction of the information not feasible; and
iii) to ensure that its agents, including a subcontractor, to whom it provides
Protected Health Information received from or created by Business Associate on behalf
of Covered Entity, agrees to the same restrictions and conditions that apply to Business
Associate with respect to such information. In addition, Business Associate agrees to
take reasonable steps to ensure that its employees' actions or omissions do not cause
Business Associate to breach the terms of this Agreement.
b) Notwithstanding the prohibitions set forth in this Agreement, Business Associate may
use and disclose Protected Health Information as follows:
i) if necessary, for the proper management and administration of Business
Associate or to carry out the legal responsibilities of Business Associate, provided that
as to any such disclosure, the following requirements are met:
A) the disclosure is required by law; or
B) Business Associate obtains reasonable assurances from the
person to whom the information is disclosed that it will be held confidentially and
used or further disclosed only as required by law or for the purpose for which it
was disclosed to the person, and the person notifies Business Associate of any
instances of which it is aware in which the confidentiality of the information has
been breached;
ii) for data aggregation services, if to be provided by Business Associate for
the health care operations of Covered Entity pursuant to any agreements between the
Parties evidencing their business relationship. For purposes of this Agreement, data
aggregation services means the combining of Protected Health Information by Business
Associate with the protected health information received by Business Associate in its
Page 2 of 4
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THE-U012
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EXECUTED AGREEMENT"�|Eb� �EXHIBIT D
capacity as a business associate of another covered entity, to permit data analyses that
relate to the health care operations of the respective covered entities.
c) Business Associate will implement appropriate safeguards to prevent use or disclosure
of Protected Health Information other than as permitted in this Agreement. The Secretary of Health and
Human Services shall have the right to audit Business Associate's records and practices related to use
and disclosure of Protected Health Information to ensure Covered Entity's compliance with the terms of
the HIPAA Privacy Rule. Business Associate shall report to Covered Entity any use or disclosure of
Protected Health Information which is not in compliance with the terms of this Agreement of which it
becomes aware. In addition, Business Associate agrees to mitigate, to the extent practicable, any
harmful effect that is known to Business Associate of a use or disclosure of Protected Health
Information by Business Associate in violation of the requirements of this Agreement.
III. AVAILABILITY OF PHI
Business Associate agrees to make available Protected Health Information to the extent and in the
manner required by Section 164.524 of the HIPAA Privacy Rule. Business Associate agrees to make
Protected Health Information available for amendment and incorporate any amendments to Protected
Health Information in accordance with the requirements of Section 164.526 of the HIPAA Privacy Rule.
In addition, Business Associate agrees to make Protected Health Information available for purposes of
accounting of disclosures, as required by Section 164.528 of the HIPAA Privacy Rule.
IV. TERMINATION
Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to
terminate this Agreement and the Arrangement Agreement immediately if Covered Entity determines
that Business Associate has violated any material term of this Agreement. If Covered Entity reasonably
believes that Business Associate will violate a material term of this Agreement and, where practicable,
Covered Entity gives written notice to Business Associate of such belief within a reasonable time after
forming such belief, and Business Associate fails to provide adequate written assurances to Covered
Entity that it will not breach the cited term of this Agreement within a reasonable period of time given
the specific circumstances, but in any event, before the threatened breach is to occur, then Covered
Entity shall have the right to terminate this Agreement and the Arrangement Agreement immediately.
V. MISCELLANEOUS
Except as expressly stated herein or the HIPAA Privacy Rule, the parties to this Agreement do not
intend to create any rights in any third parties. The obligations of Business Associate under this Section
shall survive the expiration, termination, or cancellation of this Agreement, the Arrangement Agreement
and/or the business relationship of the parties, and shall continue to bind Business Associate, its
agents, employees, contractors, successors, and assigns as set forth herein.
This Agreement may be amended or modified only in a writing signed by the Parties. No Party may
assign its respective rights and obligations under this Agreement without the prior written consent of the
other Party. None of the provisions of this Agreement are intended to create, nor will they be deemed to
create any relationship between the Parties other than that of independent parties contracting with each
other solely for the purposes of effecting the provisions of this Agreement and any other agreements
between the Parties evidencing their business relationship. This Agreement will be governed by the
laws of the State of California. No change, waiver or discharge of any liability or obligation hereunder
Page 3 of 4
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$22,588-U012
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OF-U012
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SERVICES-U012
THE-U012
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2011-U012
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2012,-U012
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EXECUTED AGREEMENT"�|Eb� �EXHIBIT D
on any one or more occasions shall be deemed a waiver of performance of any continuing or other
obligation, or shall prohibit enforcement of any obligation, on any other occasion.
The parties agree that, in the event that any documentation of the arrangement pursuant to which
Business Associate provides services to Covered Entity contains provisions relating to the use or
disclosure of Protected Health Information which are more restrictive than the provisions of this
Agreement, the provisions of the more restrictive documentation will control. The provisions of this
Agreement are intended to establish the minimum requirements regarding Business Associate's use
and disclosure of Protected Health Information.
In the event that any provision of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, the remainder of the provisions of this Agreement will remain in full force and
effect. In addition, in the event a party believes in good faith that any provision of this Agreement fails
to comply with the then-current requirements of the HIPAA Privacy Rule, such party shall notify the
other party in writing. For a period of up to thirty days, the parties shall address in good faith such
concern and amend the terms of this Agreement, if necessary to bring it into compliance. If, after such
thirty-day period, the Agreement fails to comply with the HIPAA Privacy Rule, then either party has the
right to terminate upon written notice to the other party.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year
written above.
COVERED ENTITY:
County of I~Ao Key'/
is i /vl J/ A~
r
By:
p<R:<Tv2, DSES
Date: C Z l/
BUSINESS ASSOCIATE:
Industrial Employers Distribution Association
Title:' A55f:5~1 3c c 4 r /
Date: y_ 3
Page 4 of 4
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EXECUTED AGREEMENT"�|Eb� �EXHIBIT E
MUTUAL INDEMNIFICATION
The parties agree as follows:
8. INDEMNIFICATION. CONTRACTOR shall indemnify, defend, and hold harmless
the County, its officers, agents, and employees, from and against any and all claims,
liabilities, and losses whatsoever including damages to property and injuries to or death
of persons, court costs, and reasonable attorneys' fees) occurring or resulting to any and
all persons, firms or corporations furnishing or supplying work, services, materials, or
supplies in connection with the performance of this Agreement, and from any and all
claims, liabilities, and losses occurring or resulting to any person, firm, or corporation for
damage, injury, or death arising out of or connected with the CONTRACTOR's
performance of this Agreement, unless such claims, liabilities, or losses arise out of the
sole negligence or willful misconduct of the COUNTY. CONTRACTOR's
performance" includes CONTRACTOR's action or inaction and the action or inaction of
CONTRACTOR's officers, employees, agents and subcontractors.
COUNTY shall indemnify, defend, and hold harmless the CONTRACTOR, its officers,
agents, and employees, from and against any and all claims, liabilities, and losses
whatsoever including damages to property and injuries to or death of persons, court
costs, and reasonable attorneys' fees) occurring or resulting to any and all persons, firms
or corporations furnishing or supplying work, services, materials, or supplies in
connection with the performance of this Agreement, and from any and all claims,
liabilities, and losses occurring or resulting to any person, firm, or corporation for
damage, injury, or death arising out of or connected with the COUNTY'S performance of
this Agreement, unless such claims, liabilities, or losses arise out of the sole negligence
or willful misconduct of the CONTRACTOR. COUNTY'S performance" includes
COUNTY'S action or inaction and the action or inaction of COUNTY'S officers,
employees, agents and subcontractors.
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EXECUTED AGREEMENT"�|Eb� �Exhibit F
ELDER & DEPENDENT ADULT
ABUSE & NEGLECT REPORTING
CERTIFICATION
Industrial Employers Distribution Association
HEREBY acknowledges that this contract for services will bring CONTRACTOR in
contact with elders or dependent adults, and that CONTRACTOR has received from
COUNTY a copy of Welfare & Institutions Code Section 15659 as required by the Elder
Abuse and Dependent Adult Civil Protection Act Welfare & Institutions Code Sections
15600, et seq). CONTRACTOR certifies that it has knowledge of the provisions of the
Act, and will comply with its provisions which define a mandated reporter, and requires
that reports of abuse or neglect be made by a mandated reporter when, in his or her
professional capacity, or within the scope of his or her employment, he/she observes or
has knowledge of an incident that reasonably appears to be physical abuse, abandonment,
isolation, financial abuse, or neglect.
CONTRACTOR further gives assurance that all of its employees, consultants, and agents
performing services under this Agreement, who are mandated reporters under the Act,
sign statements indicating that they know of and will comply with the Act's reporting
requirements.
Elder/Adult Abuse Reporting
During Regular Business hours 831) 755-3403
After hours Call 911
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EXECUTED AGREEMENT"�|Eb� �EXHIBIT: G
CERTIFICATION REGARDING LOBBYING
The undersigned certifies, to the best of his or her knowledge and belief, that:
1. No federal appropriated funds have been paid or will be paid by or on behalf
of the undersigned, to any person for influencing or attempting to influence an
officer or employee of any agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in
connection with the awarding of any federal contract, the making of any
federal grant, the making of any federal loan, the entering into of any
cooperative agreement, and the extension, continuation, renewal, amendment,
or modification of any federal contract, grant, loan, or cooperative agreement.
2. If any funds other than federal appropriated funds have been paid or will be
paid to any person for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with this
federal contract, grant, loan, or cooperative agreement, the undersigned shall
complete and submit Standard Form LLL, Disclosure Form to Report
Lobbying," in accordance with its instructions.
3.
The undersigned shall require that the language of this certification be
included in the award document for sub-awards at all tiers including sub-
contracts, sub-grants, and contracts under grants, loans, and cooperative
agreements, and that all sub-recipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was
placed when this transaction was made or entered into. Submission of this
certification is a prerequisite for making or entering into this transaction imposed
by Section 1352, Title 31, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not
more than $100,000 for each such failure.
Tile
Industyl Employers Distribution Association
Agency/Organization
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