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2001-036-Authorizing The Town Manager To Execute Agreement With Jewish Family Service Of Silicon Valley For Senior Case Management Consultant ServicesRESOLUTION 2001-36 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE AGREEMENT WITH JEWISH FAMILY SERVICE OF SILICON VALLEY FOR 'SENIOR CASE MANAGEMENT CONSULTANT SERVICES WHEREAS., the Town Council appointed a Senior Tasl~ Force to make recommendations for improving services for senior residents of Los Gatos.; and WHEREAS, said Senior Taslc Force recommended to the Town Council that. it obtain Senior Case Manager services for senior residents of Los Gatos; and WHEREAS,. the Town Council finds that Jewish Family Service of Silicon Valley is fully qualified to provide Senior Case Management services. :NOW, THEREFORE, THE TOWN COUNCIL OF THE TOWN OF LOS GATOS DOES HEREBY RESOLVE AS FOLLOWS: That the Town Manager is authorized to execute an agreement with Jewish Family Service of Silicon Valley for Senior Case .Management consultant services. PASSED .AND ADOPTED at a :regular meeting of the Town Council of the Town of Los Gatos, California, held on the 16th day of April, 2001, by the following vote: COUNCIL MEMBERS: AYES: Randy Attaway, Steven Blanton, Steve Glicl~nan, Sandy Decker and Mayor Joe Pirzynslci NAYS: None ABSENT: None ABSTAIN: None ./] SIGNED: ~`"~ MA ~ OF THE TOWN OF LOS GATOS L,OS GATOS, CALIFORNIA ATTEST: I~ ~~- .~_°-------. CLERK O~ ~ TI-I~, TO F LOS GATOS LOS GATOS,, C''AI~IFORNIA OFFICE OI' TJ-IE TOWN CLERK aGR a~~ ~~~ IHH AGREEMENT FOR SENIOR CASE MANAGEMENT CONSUL~~ REC _ RESO ~ ~e-C.~.L~-~~ THIS .AGREEMENT is entered into this day of , 2001, by and between the Town of .Los Gatos, State of California, herein called the "Town", and JEWISH FAMILX SERVICE OF SILICON VALLEY, engaged in providing Senior Case Management consulting services, herein called the "Consultant". RECITALS A. The Town is considering undertaking activities to provide social services to senior .adults .aged 60 years and older in the Los Gatos community, both homebound .and mobile. B, The Town desires to engage a Senior Case Management Consultant to provide consulting services to provide assessment, support, and needed links. to community services to frail adults and their families, to provide improved quality of life and minimize health risks, allowing individuals to stay in their homes for as long as possible. The Consultant has the experience and qualifications to perform the desired work. C. The Consultant represents and affirms that it is qualified and willing to perform the desired work pursuant to this Agreement, AGREEMENTS NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. .Scope of Services. The Consultant shall provide the following services listed below: A. Client Assessment and Plan, Case manager and/or other staff will perform a comprehensive assessment of each client, including health, functional, and psycho- social status; employment. and housing needs; and environmental situation. Case .manager and/or other staff will develop and write a care plan for services and follow- throughneeded to improve functional level. This may include evaluating immediate risks; conductinghome visits; interpreting laws, regulations, and services for seniors; .interagency and family conferences; supportive counseling; and client advocacy. Clients will also undergo reassessment after services have been implemented, with revision of the .care plan as necessary. B. Application Assistance. Individuals with questions about transportation or other singular issues .may. be referred to programs, independent of a complete case management assessment. The case manager and staff will assist case management clients. and individuals in completing applications as requested to provide needed links to supportive services. Page 1 of 9 C. Appointment Assistance/Advocacy, Individuals may require assistance at .appointments for services due to physical or mental disabilities, or becausethey may have difficulty representing themselves due to language barriers or unfamiliarity with the system. The case manager will represent these individuals at these designated appointments. The majority of these appointments will be made on behalf of clients who have had a Client .Assessment. D. Outreach/Informationanl Referral. Often, clients are receiving services from two or more agencies. Without someone acting to coordinate these services, overlaps or gaps may occur in services delivered to the client. The case manager is responsible for insuring that such overlaps and gaps do not occur, by coordinating services among the agencies involved with each client. The case .manager also provides information about community resources and referrals to the appropriate agency or service provider. E. Reporting. Contractor shall file quarterly narrative reports with Town on the types and numbers of services rendered to clients, which reports shall evaluate the manner in which Contractor is achieving its goals according to Section 2, Number of Services. The reports shall be due on October 15, 2001.; January 14, 2002; April 15, 2002; and July 15, 2002, and shall cover the entire quarter immediately preceding the date on which the report is filed. 2. Number of Services. The Consultant shall provide services to no less than 120 unduplicated .Los Gatos residents during the term of this contract. Services shall be provided in no less than the following numbers per quarter: Service May/ June Q1 Q2 Q3 Q4 Total A. Client Assessment and Plan 10 17 17 17 21 70 B. Application Assistance 12 25 25 25 26 94 C. Appointment Assistance/Advocacy 5 9 9 9 9 35 D. Outreach/Information and Referral 34 Sb 56 62 57 225 E. Reporting 1 1 1 1 1 5 3. Time of Performance, The services of the Consultant are to commence May 1, 2001, and continue to June 30, 2002. The contract may be extended for one year through June 30, 2003., and for another year through June 30, 2004, upon mutual agreement of the parties as evidenced by an amendment approved in the same manner as this Agreement. 4. Compliance with Laws. The Consultant shall comply with all applicable laws, codes, Page 2 of 9 and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice :its profession. Consultant represents and warrants to Town that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos. 5. Sole Responsbilitx. Consultantshall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. 6. Information/Report Handling. All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the. Town's property.and shall be delivered to the Town upon the completion of Consultant's services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Consultant shall not make any of the these documents or information available to any individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the .reports to be prepared by the Consultant pursuant to this Agreement. are for the purpose of evaluating a defined project, and Town's use of the .information contained in the reports prepared by the Consultant in connection with. other projects shall be solely at Town's risk, unless Consultant expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant. 7. :Compensation. Consultant shall receive amonthly service fee of $3,000.00 (Three Thousand .Dollars .and no Cents) to provide services as set .forth in Section 1 and Section 2 of this Agreement. Total compensation underthis Agreement shall not exceed $3b,000.00 {Tfiirty- six Thousand. Dollars and no Cents) per fiscal year. and payment shall be based upon Town .approval of Consultant's quarterly reports. Billing shall be submitted .quarterly by Consultant. Payment shall be net thirty (30) days. All invoices and statements to the Town shall reference the Town's purchase order number and be addressed as follows: .Invoices: Statements: Town of Los Gatos Town of Los Gatos Attn: Accounts Payable Attn: Finance Department P.O. Box $55 P.O. Box 655 Los Gatos, CA 95030 Los Gatos, CA 95030 8. Availability of Records. Consultant shall maintain the records supporting this billing for not less than three years following completion. of the work under this Agreement. Consultant Page 3 of 9 shall .make these records available to authorized personnel of the Town at the Consultant's offices during business hours upon written request of the Town. 9. Unsatisfactory Performance. Contractor shall be considered to be performing in an unsatisfactory manner if shown to be providing one ormore services below estabtished,goals as stated in .Section 2 of this Agreement. Should the Contractor fail to meet one or more of these :goals, such occurrence will be .reviewed and addressed by the Town's Community Services Director in his/her sole discretion acting for Town. Contractors coming under review of the type described herein will be notified and shall have the opportunity to provide any relevant information to Town prior to any further :action :being taken. Following such - review, Town may forward to Contractor a set of specific corrective actions .relative to unsatisfactory performance and a timetable for :implementation of corrective actions. Contractor shall provide to Town, wthnthe time specified, any informationor documentary evidence requiredby Town concerning. Contractor's progress in implementing said corrective actions and/or the results of said corrective actions. In the event Contractor does not implement the corrective actions in accordance with the corrective action timetable, Town may suspend payments hereunder or provide notice of intent to terminate this Agreement. Town's Community Services .Director shall have the .authority to modify the specific numerical goals contained in Section 2 upon mutual agreement of the parties, provided such change is in writing and does not increase or decrease the ..goal by more than ten percent (10%), subject to a determination that all of the following conditions exist: A. The Contractor has made a .good faith effort to comply with all recommended corrective .actions to improve performance and/or to comply with all provisions of .this Agreement with Town. B. Changes of a significant or long-term nature have occurred in the economy, applicable laws,. regulations, or other relevant environmental factors which may prevent or render unfeasible the attainment of required level(s) of performance stated in :Section 2 of this Agreement. C. Modification of performance levels is consistent with the original purpose or intent of this Agreement and will not substantially reduce the overall level of service. D. Should conditions prohibit the provisions of services so as to substantially inhibit Contractor's ability to provide services at a level and/or in a manner consistent with the original purpose or intent of this Agreement, or if the proposed modification varies by more than ten percent (10%) from the original goal, Town's Community Services Director shall recommend to the Town Manager of Town action(s) including,. but not limited to, the following: i. modification of the goal; ii. substantive modification of the purpose of this Agreement or the types or relative proportions of services; Page 4 of 9 iii. reduction of the level of funding; iv. termination ofthis Agreement between Contractor and Town. 10, Proj ect Manager. The Proj ect Manager for the Consultant for the work under this Agreement .shall be'Tim.Prince, Executive Director. 11. Assi ng ability and .Subcontracting. The services to be performed under this Agreement are unique .and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town. 12. Notices. Any notice required to be :given shall be deemed to be duly and properly given if personally delivered or .mailed postage prepaid, .and addressed to: To Town: Regina Falkner, Director Community Services Department Town of Los Gatos P,O. Box 949 Los Gatos, CA 95031 To Consultant: Tim Prince, Executive .Director Jewish Family.Service of Silicon Valley 14855 Oka Road, Suite 3 Los Gatos, CA 95032 13. Independent Contractor. It is understoodthat the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor .and not an agent or employee of the Town. As an independent contractor it shall not obtain any rights to retirement benefits or other benefits whchaccrue to Town employee(s). With prior written consent, the Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Consultant agrees to testify in any litigation brought regarding the subject ofthe work to be performed under this Agreement. Consultant shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Consultant or is based on allegations of Consultant's negligent performance or wrongdoing. 14. Conflict of Interest. Consultant understands that its professional responsibilities issolely to the Town. The Consultant has and shall not. obtain any holding or interest within the Town of Los Gatos. Consultant has no business holdings or .agreements with any individual member of the Staff or management of the Town or its representatives .nor shall it enter into any such ho dings or agreements. In addition, Consultantwarrants that it does not presently and shall not acquire any direct. or indirect interest adverse to those of the Town in the subject ofthis Agreement, and it shall immediately disassociate itself from such an interest should it discover it has done so and shall, at the Town's sole discretion, divest itself of such .interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance ofthis Agreement. If after Page 5 of 9 employment of a person, Consultant discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant shall promptly notify Town of this employment relationship., and shall, at the Town's sole discretion, sever any such emp oyment relationship. 15. Equal Employment Opportunity. Consultant warrants that it is an equal opportunity employer and :shall comply with applicable regulations governing equal employment opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex., color, race, marital status, sexual orientation, ancestry, physical ormental disability, national origin, religion,. or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act. 16. Insurance. A. Minimum Scope of Insurance: i. Consultant agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than: one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Consultant agrees to have :and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his/her staff to an amount not less than one million dollars ($1.,000,000) combined single limit per accident for bodily .injury and property damage. iii. Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the Town before work commences. iv. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $.1,000,000 which is sufficient to insure Consultant for professional errors or omissions in the performance of the .particular scope of work under this agreement. B. General Liability: The Town, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant. This requirement does not apply Page b of 9 to the professional liability insurance required for professional errors and omissions. ii. The Consultant's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self-insurances maintained by the Town, .its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers. iv. The Consultant's insurance shall .apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. C. .All Coverages: Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk. D. In addition to these po icies, Consultant. shall .have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation .insurance for their respective employees. 17. Indemnification. The Consultant hall save, keep and hold harmless indemnify and defend the Town, its officers, agent, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time. arise or_be set up because of damages to property or personal injury received by .reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Consultant, or .any of the Consultant's officers, employees, or agents or any subconsultant. 18. Waiver. No failure on the part of either partyto exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 19. Governing Law. This Agreement, regardless of where executed, shall be governed by and Page 7 of 9 .construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara. 20. Termination of Agreement. The Town and the Consultant shall have the .right to terminate this agreement with or without cause by giving not less than fifteen (15) days written notice of termination. In the event of termination, the Consultant shall deliver to the Town all plans, files, documents, reports, performed to date by the Consultant. In the event of such termination, Town shall pay Consultant an amount that bears the same ratio to the .maximum contract price as the work delivered to the Town bears to completed cervices contemp ated under this Agreement pursuant to Section 1 and Section 2 hereto., unless such termination is made .for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. 21. Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Consultant. 22. Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to .reasonable attorney's fees, .including costs of appeal. 23. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the Agreement between the Town and Consultant. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. Page 8 of 9 IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as ofthe date indicated on page one (1). Towri of Los Gatos, by: .Jewish Fami' ervice of Silicon Valley, by; Debra J. Fgone, Town Manager Tim Prince, Executive Director ATTEST: 'Clerk of the Town of Los Gatos, Los Gatos, California Marian V. Cosgrove, Town Clerk .Approved as to Form: Orry P. Korb, Town Attorney n:\csd\con tract\jfs 2001-02, wpd Page'9 of 9