HomeMy WebLinkAboutORANGE, COUNTY OF - BICYCLE HELMET - 2006
N-2006-120
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AGREEMENT FOR THE PROVISION OF
BICYCLE HELMET DISTRIBUTION
BETWEEN
COUNTY OF ORANGE
AND
CITY OF SANTA ANA
NOVEMBER 15,2006 THROUGH JUNE 30, 2007
THIS AGREEMENT (Agreement), entered into this 15th day of November, 2006, which date is
enumerated for purposes of reference only, is by and between the COUNTY OF ORANGE (COUNTY)
and CITY OF SANTA ANA, (CONTRACTOR). This Agreement shall be administered by the County
of Orange Health Care Agency (ADMINISTRATOR).
WITNESSETH:
WHEREAS, COUNTY desires to contract with CONTRACTOR for the distribution of bicycle
helmets as described herein, and
WHEREAS, CONTRACTOR is willing to distribute bicycle helmets upon the conditions
hereinafter set forth by this Agreement.
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
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CONTENTS
PARAGRAPH PAGE
Title Page. .................................................. ........ ....... ................. .......... ....................... ............. 1
Contents......................... ....... ......................... ...... ................... ......... .......... ........... ................... 2
Refcrenced Contract Provisions .... .................................. ........................................................ 3
I. Alteration of Tcnns................................... ............... ............... ........................ ......................... 4
II. Compliance ............... ............... ................... ................... .......,. ................. ........... ........... .......... 4
Ill. Con fidentialily ................................................ ........................... ................... ............ ............... S
IV. Delegation and Assignmenl..................................................................................................... 6
V. Facilities, Paymcnts and Services.........................................................................................--. 6
VI. Indemnification and Insurancc ................................................................................................ 6
VII. Inspections and Audits............ .......... ............ ............. ............. ............. .............. ................ ...... 7
VIll. Licenses and Laws .................................................... .............. ................................................. 8
lX. Nondiscrimination...................... ........... ......................................... ................... ...................... 9
X. Notices... ......... ........ ........................ .......... .............. .............. ............. .................. .................... 10
Xl. Severability..... ......,. ............... ........... ............................. ................ ........... ............ ................... 11
XlI. Status of Contractor ............. .................................................................................................... 11
Xlll. T enn........ ................... ................. ............ ..... ........... ...................... ............ ............. .................. 11
XIV. Temlination.............................. ................................................................................................ 12
XV. Third Party Beneficiary............ ................ .................. ..... ................... ...................................... 13
XVI. Waiver of Default or Breach ................................................................................................... 13
Signature Page...... ............. .............. ....................... ............... .......................... ........... .. .......... 14
EXHIBIT A
l. Rccords.................... ................. ............................. ................. ................ ............. .................... 1
IT. Reports........ ............. ................. .................................................... ............ ................ ............... 1
Ill. Services........ .............. ...................... ............. ................................. ..... ............................... ...... 2
IV. Staffing.......... ............. ........................ .................... ............................................ ...................... 2
ATTACHMENT A: Vollll1tary Release -Assumption of Risk and Indemnity Agreement
A TT ACHMENT B: Bicycle Helmet Consent Fonn
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REFERENCED CONTRACT PROVISIONS
Term: November 15, 2006 through June 30, 2007
Notices to COUNTY and CONTRACTOR:
COUNTY: County of Orange Health Care Agency
Contracts Development and Management
405 W. 5th Street, Suite 600
Santa Ana, CA 92701-4637
and
Orange County Health Care Agency
Chronic Disease and Injury Prevention Program
12 Civic Center Plaza, Suite 127
Sanla Ana, CA 92701
CONTRACTOR: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
and
Executive Director of Parks, Recreation
and Community Services
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, CA 92702
CONTRACTOR'S Insurance Coverage:
Minimum Limits
Coverage
Wockers' Compensation
Statutory
Employer's Liability
$1,000,000
Comprehensive General Liability
$1,000,000
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I I. ALTERATlONOFTERMS
2 This Agreement, together with Exhibit A, and Attachments A and B, attached hereto and
3 incorporated herein by reference, fully expresses all understanding of COUNTY and CONTRACTOR
4 with respect to the subject matter of this Agreement, and shall eoustitute the total Agreement between
5 the parties for these purposes. No addition to, or alteration of, the terms of this Agreement, whether
6 written or verbal, shall be valid unless made in writing and formally approved and executed by both
7 parties.
8
9 II. COMPLIANCE
10 A. COUNTY'S Health Care Agency (HCA) has established a Compliance Program for the purpose
II of ensuring adherence to all rules and regulations related to Federal and State health care programs.
12 1. ADMINISTRATOR shall provide CONTRACTOR with a copy of the relevant HCA
13 Policies and Procedures relating to the Compliance Program.
14 2. CONTRACTOR shall ensure that its employees, subcontractors, interns, volunteers, and
15 members of Board of Directors ("Covered Individual") relative to this Agreement are made aware of
16 these Policies and Procedures.
17 B. CODE OF CONDUCT - Under the direction of the HCA Office of Compliance, a Code of
18 Conduct for adherence by all HCA employees and contract providers has been developed.
19 1. CONTRACTOR shall acknowledge HCA's Compliance Program and Code of Conduct in
20 writing on an annual basis.
21 2. CONTRACTOR shall distribute the Code of Conduct to all Covered Individuals involved
22 in the provision of services related to this Agreement.
23 3. CONTRACTOR shall obtain and retain signed certifications that each Covered Individual
24 has received, read, and understands the Code of Conduct and agrees to abidc by the rcquircments of
25 HCA's Compliance Program.
26 4. New Covered Individuals shall receive the Code of Conduct and shall complete a
27 certification within two weeks of the commencement of their employment or engagement related to this
28 Agreement.
29 C. CONTRACTOR shall screen all Covered Individuals employed or retained to provide services
30 related to this Agreement to ensure that they are not designated as an "Ineligible Persons." Screening
31 shall be conducted against the General Services Administration's List of Parties Exeluded from Federal
32 Programs and the Health and Human Services/Office of Inspector Genera] List of Excluded
33 Individuals/Entities.
34 I. Ineligihle Person shall be any individual or entity who: (i) is currently excluded, suspended,
35 debarred or otherwise ineligible to participate in the Federal health care programs; or (ii) has been
36 convicted of a criminal offense related to the provision ofheaIth care items or services and has not been
37 //
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1 reinstated in lhe Federal heallh care programs after a pcriod of exclusion, suspension, debarment, or
2 ineligibility.
3 2. CONTRACTOR shall screen prospective Covered Individuals prior to hire or engagement.
4 CONTRACTOR shall not hire or engagc any Ineligible Person to provide services relative (0 this
5 Agreement.
6 3. CONTRACTOR shall screen all current Covered Individuals semi-armually (January and
7 July) to ensure that they have not become Ineligible Persons.
8 4. Covered Individuals shall be required to disclose to CONTRACTOR immediately any
9 debarment, exclusion or other event that makes the Covered Individual an Ineligible Person.
10 CONTRACTOR shall notify COUNTY immediately upou such disclosure.
11 5. CONTRACTOR acknowledges that Ineligible Persons are precluded from providing
12 Federal and State funded health care services by contract with COUNTY in the event that they are
13 currently sanctioned or excluded by a Federal or State law enforecment regulatory or licensing agency.
14 If CONTRACTOR becomes aware that a Covered Individual has become an Ineligiblc Pcrson,
15 CONTRACTOR shall remove such individual from responsibility for, or involvement with, RCA
16 business operations related to this Agreement.
17 D. COMPLIANCE TRAINING - ADMINISTRATOR shall make General Compliance Training
18 and Provider Compliance Training, where appropriate, available to Covered Individuals.
19 1. CONTRACTOR shall use its best efforts to encourage attendance by Covered Individuals.
20 2. Such training will be made available to Covered Individuals within ninety (90) calendar
21 days of employment or engagement.
22 3. Such training will be made available to each Covercd Individual armually.
23 4. Each Covered Individual attending training shall certify, in writing, attcndanee at
24 compliance training. ADMINISTRATOR shall retain the certifications.
25
26 III. CONFIDENTIALITY
27 A. CONTRACTOR shall maintain the confidentiality of all records, including billings and any
28 audio and/or video recordings, in accordance with all applicable Federal, State, and County codes and
29 regulations, as they now exist or may hereafter be amended or changed.
30 B. Prior to providing any services pursuant to this Agreement, all members of the Board of
3 I Directors, or its designee or authorized agent, employees, subcontractors, and volunteer staff or interns
32 of CONTRACTOR shall agree, in writing, with CONTRACTOR to maintain the confidentiality of any
33 and all information and records which may be obtained in the course of providing such services. The
34 agreement shaIl specify that it is effective irrespective of all subsequent resiguations or terminations of
35 CONTRACTOR'S Board members, or its designee, employees, subcontractors, and volunteers or
36 interns.
37 II
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I IV. DELEGATION AND ASSIGNMENT
2 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without
3 prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR
4 pursuant to this Agreemcnt may be carried out by means of subcontracts, provided such subcontracts are
5 approved in writing by ADMINISTRATOR, meet the requirements of this Agreement as they relate to
6 the service or activity under subcontract, and include any provisions that ADMINISTRATOR may
7 require. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY
8 pursuant to this Agreement.
9 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the
10 prior written consent of COUNTY.
11 I. If CONTRACTOR is a nonprofit corporation, any change from a nonprofit corporation to
12 any other corporate structure of CONTRACTOR, including a change in more than fifty percent (50%) of
13 the composition of the Board of Directors within a two (2) month period of time, shall be deemed an
14 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this
15 paragraph shall be void.
16 2. If CONTRACTOR is a for profit organization, any change in the business structure,
17 including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of
18 CONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a
19 change in fifty percent (50%) or more of CONTRACTOR'S directors at one time shall be deemed an
20 assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this
21 paragraph shall be void.
22
23 V. FACILITIES. PAYMENTS AND SERVICES
24 CONTRACTOR agrees to provide the services, stalling, facilities, any equipment and supplies, and
25 reports in accordancc with Exhibit A to this Agreement. CONTRACTOR shall operate continuously
26 throughout the term of this Agreement with at least the minimum numher and type of staff which meet
27 applicable State and Federal requirements, and which are necessary for the provision of services
28 hereunder.
29
30 VI. INDEMNIFICATION AND INSURANCE
31 A. CONTRACTOR agrees to indemnify, defend with counscl approved in writing by COUNTY
32 and hold COUNTY, its elected and appointed officials, officers, employees, agents and those special
33 districts and agencies which COUNTY'S Board of Supervisors acts as the governing Board (COUNTY
34 INDEMNlTEES) harmless from any claims, demands or liability of any kind or nature, including but not
35 limited (0 personal injury or property damage, arising from or related to the services, products or other
36 performance provided by CONTRACTOR pursuant to this Agreement. If judgment is entered against
37 CONTRA CTOR and COUNTY by a court of competent jurisdiction because of the concurrent active
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I negligence of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that
2 liability will be apportioned as determined by the court. Neither party shall request a jury
3 apportiorunent.
4 B. Without limiting CONTRACTOR'S indcnmification, it is agreed that CONTRACTOR shall
5 maintain in force at all times during the term of this Agreement a policy, or policies, of insurance
6 covering its operations as specified on Page 3 01 this Agreement.
7 C. All insurance policies except Workers' Compensation and Employer's Liability shall contain the
8 following clauses;
9 I. "The County 01 Orange is included as an additional insured with respect to the operations of
10 the named insured performed under conlract with the County of Orange."
II 2. "It is agreed that any insnrance maintained by the County of Orange shall apply in excess of,
12 and not contribute with, insurance provided by this policy."
13 3. "This insurance shall not be canceled, limited or non-renewed until after thirty (30) days
14 written notice has been given to Orange County RCNContract Development and Management,
15 405 West 5th Street, Suite 600, Santa Ana, CA 92701-4637."
16 D. If CONTRACTOR is a govcrmnental entity, CONTRACTOR may elect to self-insure for the
17 insurance coverage required by this Agreement. CONTRACTOR shall provide COUNTY, belore
18 commencement of services under this Agreement, a letter of self-insurance verifying all the stated
19 coverage minimums and comparable terms. In the event that CONTRACTOR becomes cormncrcially
20 insured, the policy or policies of cormnercial insurance maintained by CONTRACTOR shall provide the
21 minimnm limits and coverage as specified in this Agreement.
22 E. Certificates of Insurance and endorsements or a letter of self-insurance evidencing the above
23 coverages and clauses shall be mailed to COUNTY as referenced on Page 3 of this Agreement.
24
25 VII. INSPECTIONS AND AUDITS
26 A. ADMINlSTRA TOR, any authorized representative of COUNTY, any authorized representative
27 of the State of California, the Secretary of the United States Department of Health and Ruman Services,
28 the Comptroller General of the United States, or any other of their authorized representatives, shall have
29 access to any books, docnments, and records, including but not limited to, medical and client records, of
30 CONTRACTOR that are directly pertinent to this Agreement, lor the purpose of responding to a
31 beneficiary complaint or, conducting an audit, review, evaluation, or examination, or making transcripts
32 during the periods of retention set forth in the Records paragraph of Exhibit A to this Agreement. Such
33 persons may at all reasonable times, inspect or otherwise evaluate the services provided pursuant to this
34 Agreement, and the premises in which they are provided.
35 B. CONTRACTOR shall actively participate and cooperate with any person specified in
36 subparagraph A. above in any evaluation or monitoring of the services provided pursuant to this
37 II
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1 Agreement, and shall providc the above-mentioned persons adequate office space to conduct such
2 evalnation or monitoring.
3
4 VIII. LICENSES AND LAWS
5 A. CONTRACTOR, its officcrs, agents, employees, and subcontractors shall, throughout the term
6 of this Agreement, maintain all necessary licenscs, permits, approvals, certificates, waivers and
7 exemptions necessary for the provision of the services hereunder and rcquircd by the laws and
8 regulations of thc United States, State of California, COUNTY and any other applicable governmcntal
9 agencies. CONTRACTOR shall notify ADMTNISTRA TOR immediately and in writing of its inability
10 to obtain or maintain, irrespective of the pendcncy of any appeal, such permits, licenses, approvals,
11 certificates, waivers and exemptions. Said inability shall be causc for termination of this Agreement.
12 B. CONTRACTOR shall comply with all laws, rules or regulations applicable to the scrvices
13 provided hereunder, as any may now exist or be hereafter changed.
14 C. ENFORCEMENT OF CHILD SUPPORT OBLIGATIONS
15 L CONTRACTOR agrees to furnish to ADMlNlSTRATOR within thirty (30) calendar days
16 of the award ofthis Agreement:
17 a, In thc case of an individual contractor, hislher name, date of birth, Social Sccurity
18 number, and residence address;
19 b. In the case of a contractor doing business in a form other than as an individnal, the
20 name, date of birth, Social Security number, and residencc address of each individual who owns an
21 interest often pcrcent (10%) or more in the contracting entity;
22 c. A certification that CONTRACTOR has fully complied with all applicable Fcdcral and
23 State reporting requirements regarding its employees;
24 d. A certification that CONTRACTOR has fully complied with all lawfully served Wage
25 and Earnings Assignment Orders and Notices of Assignment, and will continue to so comply.
26 2. Failure of CONTRACTOR to timely submit the data or certifications required by
27 subparagraph La., I.b" I.c., or I.d. above, or to comply with all Federal and State employee reporting
28 requirements for child support enforcement or to comply with all lawfully served Wage and Earnings
29 Assignment Orders and Notices of Assignment shall constitute a material breach of this Agreement, and
30 failure to cnre such breach within sixty (60) calendar days of notice from COUNTY shall constitute
31 grounds for termination of this Agreement.
32 3. It is expressly understood that this data will be transmitted to governmental agencics
33 charged with the establishment and enforcemcnt of child support orders, or as permitted by Federal
34 and/or State statute.
35 II
36 II
37 II
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1 IX. NONDISCRIMINATION
2 A. EMPLOYMENT
3 1. CONTRACTOR shall ensure that applicants are employed, and that employees are treated
4 during employment, without regard to their ethnic group identification, race, religion, ancestry, color,
5 creed, sex, marital status, national origin, age (40 and over), sexual preference, medical condition, or
6 physical or mental disability. Such action shall include, but not be limited to the following:
7 employment, upgrade, demotion or transfer; recruitment or recruitment advertising; layoff or
8 lennination; rate of payor other forms of compensation; and selection for training, including
9 apprenticeship. There shall be posted in conspicuous places, available to employees and applicants for
10 employment, notices from ADMINISTRATOR andlor thc United States Equal Employment Opportunity
11 Commission setting forth the provisions of the Equal Opportunity clause.
12 2. All solicitations or advertisements for employees placed by or on behalf of CONTRACTOR
13 shall slate that all qualified applicants will receive consideration for employment without regard to
14 ethnic group idtmtification, race.. religion, ancestry, color, creed, sex, marital status, national origin, age
15 (40 and ovcr), sexual preference, medical condition, or physical or mcntal disability. Such requirement
16 shall be deemed fulfilled by use of the phrase "an equal opportunity employer."
17 3. Each labor union or representative of workers with which CONTRACTOR has a collective
18 bargaining agreement or other contract or understanding must post a no lice advising the labor union or
19 workers' representative of the commitments under this Nondiscrimination paragraph and shall post
20 copies of the notice in conspicuous places available to employees and applicants for employment.
21 B. SERVICES, BENEFITS, AND FACILITIES - CONTRACTOR shall not discriminate in tbe
22 provision of services, the allocation of benefits, or in the accommodation in facilities on the basis of
23 clhnic group identification, race, religion, ancestry, color, creed, sex, marital status, national origin, age
24 (40 and over), sexual preference, medical condition, or physical or mental disability in accordance with
25 Title IX of the Education Amendments of 1972; Title VI of the Civil Rights Act of 1964 (42 U.S.C.A.
26 ~2000d); the Age Discrimination Act of 1975 (42 U.S.CA ~6101); Article 9.5, Chapter 1, Part 1,
27 Division 3, Title 2, (~1l135, et seq.) of the California Government Code; and Title 9, Division 4,
28 Chapter 6, Article I (~1 0800, et seq.) of the California Code of Regulations, and all other pertinent rules
29 and regulations promulgated pursuant thereto, and as otherwise provided by State law and regulations, as
30 all may now exist or be hereafter amended or changed.
31 1. For the purpose of this subparagraph B., "discrimination" includes, but is not limited to the
32 following based on one or more of the factors identified above:
33 a. Denying a client or potential client any service, benefit, or accommodation.
34 b. Providing any service or benefit to a client which is different or is provided in a
35 different manner or at a different time from that provided to other clients.
36 e. Restricting a client in any way in the enjoyment of any advantage or privilege enjoyed
37 by others receiving any service or benefit.
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I d. Treating a client differently hom others in satisfying any admission requirement or
2 condition, or eligibility requirement or condition, which individuals must meet in order to be provided
3 any service or benefit.
4 c. Assignment of times or places for the provision of services.
5 2. Complaint Process - CONTRACTOR shall establish procedures for advising all clients
6 through a written statement that CONTRACTOR'S clients may file all complaints alleging
7 discrimination in the delivery of services with CONTRACTOR, ADMINISTRATOR, or the
8 U.S. Department of Health and Human Services' Office for Civil Rights. CONTRACTOR'S stalement
9 shall advise clients of the following:
loa. In those cases whcre the client's complaint is filed initially with the Office for Civil
II Rights (Office), the Office may proceed to investigate the client's complaint, or the Office may request
12 COUNTY to conduct the investigation.
13 b. Within the time limits procedurally imposed, thc complainant shall be notified in
14 writing as to the findings regarding the alleged complaint and, if not satisfied with the decision, may file
15 an appeal with the Office for Civil Rights.
16 C. PERSONS WITH DISABILITIES - CONTRACTOR agrees 10 comply with the provisions of
17 Section 504 of tbe Rehabilitation Act of 1973 (29 U.S.C.A. 794 et seq., as implemented in 45 CFR 84.1
18 el seq.), and the Americans with Disabilities Act of 1990 (42 U.S.C.A. 12101, et seq.), pertaining to the
19 prohibition of discrimination against qualified persons with disabilities in all programs or activities, as
20 they exist now or may be hereafter amended together with succeeding legislation.
21 D. RETALIATION - Neither CONTRACTOR, nor its employees or agents shall intimidate, coerce
22 or take adverse action against any person for the purpose of interfering with rights secured by Federal or
23 State laws, or becausc such person has filed a complaint, certified, assisted or otherwise participated in
24 an investigation, proceeding, hearing or any other activity undertaken to enforce rights secured by
25 Federal or State law.
26 E. In the event of non-compliance with this paragraph or as otherwise provided by Federal and
27 Slale law, this Agreement may be canceled, terminated or snspended in whole or in part and
28 CONTRACTOR may be dcclarcd ineligible for further contracts involving Fcderal, State, or COUNTY
29 funds.
30
31 X. NOTICES
32 A. Unless othcrwise specified, all notices, claims, correspondence, reports and/or statements
33 authorized or required by this Agreement shall be effective:
34 1. When written and deposited in the United States mail, first class postage prepaid and
35 addresscd as specified on Page 3 of this Agreement or as otherwise directed by ADMINISTRATOR;
36 2. When FAXed, transmission confirmed;
37 3. When sent by electronic mail; or
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1 4. When accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel
2 Service, or other expedited delivery service.
3 B. Termination Notices shall he addressed as specified on Page 3 of this Agreement or as
4 otherwise directed by ADMlNISTRATOR and shall be effective when FAXed, transmission confirmed,
5 or when accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel Service, or other
6 expedited deli very service.
7 C. CONTRACTOR shall notify ADMINISTRATOR, in writing, within twenty-four (24) hours of
8 hecoming aware of any occurrence of a serious nature which may expose COUNTY to liability. Such
9 occurrences shall include, hut not be limited to, accidents, injuries, or acts of negligence, or loss or
10 damage to any County property in possession of CONTRACTOR.
11 D. for purposes of this Agreement, any notice to be provided by COUNTY may be given by
12 ADMINISTRATOR.
13
14 XI. SEVERABILITY
15 If a court of competent jurisdiction declares any provision of this Agreement or application thereof
16 to any person or circumstances to be invalid or if any provision of this Agreement contravenes any
17 Fcderal, State, or County statute, ordinance, or regulation, the remaining provisions of this Agreement or
18 the application thereof shall remain valid, and the remaining provisions of this Agreement shall remain
19 in full force and effect, and to that extent the provisions of this Agreement are severable.
20
21 XII. STATUS OF CONTRACTOR
22 CONTRACTOR is, and shall at all times be deemed to be, an independent contractor and shall be
23 wholly responsible for the manner in which it performs the services required of it by the terms of this
24 Agreement. CONTRACTOR is entircly responsible for compensating staff, subcontractors, and
25 consultants employed by CONTRACTOR. This Agreement shall not be construed as creating the
26 relationship of employer and employee, or principal and agent. between COUNTY and CONTRACTOR
27 or any of CONTRACTOR'S employees, agents, consultants, or subcontractors. CONTRACTOR
28 assumes exclusively the responsibility for the acts of its employees, agents, consultants, or
29 subcontractors as they relate to the services to be provided during the course and scope of their
30 employment. CONTRACTOR, its agents, employees, consultants, or subcontractors, shall not be
31 entitled to any rights or privileges of COUNTY employees and shall not be considered in any manner to
32 be COUNTY employees.
33
34 XIII. TERM
35 The term of this Agreement shall commence and terminate as specified on Page 3 of this
36 Agreement, unless otherwise sooner terminated as provided in this Agreement; provided, however,
37 CONTRACTOR shall be obligated to perform such duties as would normally extend beyond this term,
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I including but not limited to, obligations with respect to confidentiality, indemnification, audits, reporting
2 and accounting.
3
4 XlV. TERMINATION
5 A. Either party may terminate this Agreement, without cause, upon thirtY (30) calendar days
6 written notice given the other party.
7 B. Unless otherwise specified in this Agreement, COUNTY may terminate this Agreement upon
8 five (5) calendar days written notice if CONTRACTOR fails to perform any of the terms of this
9 Agreement. At ADMINISTRATOR'S sole discretion, CONTRACTOR maybe allowed up to thirtY (30)
10 calendar days for corrective action.
II C. COUNTY may terminate this Agreement immediately, upon written notice, on the occurrence
12 of any of the following events:
13 I. The loss by CONTRACTOR of legal capacity.
14 2. Cessation of services.
15 3. The delegation or assignment of CONTRACTOR'S services, operation or administration to
16 another entity without the prior written consent of COUNTY.
17 4. The loss of accreditation or any license required by the Licenses and Law paragraph of this
18 Agreement.
19 D. CONTINGENT FUNDING - Any obligation of COUNTY under this Agreement is contingent
20 upon the following:
21 1. The continued availahility of Federal, State, and County funds for reimhursement of
22 COUNTY'S expenditures, and
23 2. Inclusion of suf1icient funding for the services hereunder in the applicable budgct[ s]
24 approved by the Board of Supervisors.
25 E. After receiving a Notice of Termination CONTRACTOR shall do the following:
26 1. Comply with termination instructions provided hy ADMINISTRATOR in a manner which
27 is consistent with recognized standards of quality care and prudent husiness practice.
28 2. Obtain immediate clarification from ADMINISTRATOR of any unsettled issues of contract
29 performance during the remaining contract term.
30 3. If records are to be transferred to COUNTY, pack and label such records in accordance with
31 directions provided by ADMINISTRATOR.
32 4. If requested by ADMINISTRATOR, return to COUNTY, in the manner indicated by
33 ADMINISTRATOR, any equipment and supplies provided by COUNTY.
34 F. The rights and remedies of COUNTY provided in this Termination paragraph shall not be
35 exclusive, and are in addition to any other rights and remedies provided by law or under this Agreement.
36 II
37 II
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I XV. THIRD PARTY BENEFICIARY
2 Neither party hereto intends that this Agreement shall create rights hereunder in third parties
3 including, but not limited to, any subcontractors or any clients provided services hereunder.
4
5 XVI, WAIVER OF DEFAULT OR BREACH
6 Waiver by COUNTY of any default by CONTRACTOR shall not be considered a waiver of any
7 subsequent default. Waiver by COUNTY of any breach by CONTRACTOR of any provision of this
8 Agreement shall not be considered a waiver of any subsequent breach. Waiver by COUNTY of any
9 dcfault or any brcaeh by CONTRACTOR shall not be considered a modification of the terms of this
10 Agreement.
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X:\CONTRACT 2006-07\BcIeHllntSfty.Santa Ana City_06.07_HH.aoc
IN WITNESS WHEREOF, the parties have executed this Agreement in the County of Orange, State
of California.
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CITY OF SANTA ANA
BY:
~L-k
TrfLE:
COUNTY OF ORANGE
BY:
HEALTH CARE AGE
APPROVED AS TO FORM
OFFICE OF THE COUNTY COUNSEL
ORANGE COUNTY, CALIFORNIA
BY: J::;~ ~
PUTY
APPROVED AS TO FORM
THE OFFICE Of THE CrTY ATTORNEY
BY:
, , :;ANDOVAIl
ior Assistant City Attorney
140fl4
X:\CONTRACT 2006-07\Rc1elllmtSfty-Santa Ana City_06_07.HH.doc
DATED:
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PATRICIA Eo HEAL'Y
~'!,p" I)> THE COUNCIL
DATED: r(/~/~
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DATED:
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DATED: /.;2- 7-0 ?--
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I EXHIBIT A
2 TO AGREEMENT FOR TIlE PROVISION OF
3 BICYCLE HELMET DISTRIBUTION
4 BETVVEEN
5 COUNTY OF ORANGE
6 AND
7 CITY OF SANTA ANA
8 NOVEMBER 15, 2006 THROUGH JUNE 30, 2007
9
10 I. RECORDS
11 A. CONTRACTOR shall maintain adequate records on each individual bicycle helmet recipient in
12 sufficient detail to permit an evaluation of services.
13 B. CONTRACTOR shall retain all records related to the perf0I111anCe of this Agreement for a
14 minimum offour (4) years beyond expiration of this Agreement.
15 C. Records which relate to litigation or settlement of claims arising out of the performance of the
16 Agreement, or costs and expenses of this Agreement, as to which exception has been taken by
17 COUNTY, State, or Federal government shall be retained by CONTRACTOR until disposition of such
18 appeals, litigation, claims, or exceptions is completed.
19 D. Except for records which relate to litigation or settlement of claims, CONTRACTOR may, in
20 fulfillment of its obligation to retain the records as required by this Agreement, substitute photographs,
21 microphotographs, or other authentic reproductions of such records acceptable to ADMINISTRATOR,
22 after two (2) years following expiration of this Agreement, uuless a shorter period is authorized, in
23 writing, by ADMINISTRATOR.
24 E. CONTRACTOR'S records related to services provided shall be made available at one (1)
25 location within the limits of the County of Orange or any other location approved, in writing, by
26 ADMINISTRATOR.
27
28 II. REPORTS
29 A. ANNUAL EVALUATION REPORT - Within thirty (30) calendar days following the
30 termination of this Agreement, CONTRACTOR shall complete a final report detailing bicycle helmet
31 distribution and evaluation of the program, using the reporting format approved or provided by
32 ADMINISTRATOR.
33 B ADDITIONAL REPORTS - CONTRACTOR shall submit on forms provided or approved by
34 ADMINISTRATOR reports concerning CONTRACTOR'S activities as they affect the services
35 hereunder. ADMINISTRATOR shall be specific as to the nature of information requested and allow
36 thirty (30) calendar days for CONTRACTOR to respond.
37 II
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X:\CUNTAACTS I _ 2006-\2006 - 2007l.Bclehlmtsfty-Santa Ana City-06-07-HII.Doc
EXHIBIT A
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I III. SF:RVICES
2 A. ADMINISTRATOR shall provide bicycle hclmets to CONTRACTOR. CONTRACTOR and
3 ADMlNlSTRA TOR shall mutually agree, in writing, to the number of bicycle helmets to bc provided.
4 B. CONTRACTOR shall distribute hicycle helmets provided by ADMINISTRATOR to low-
S income children under 18 years of age living in Orange County who meet criteria approved by
6 COUNTY. Bicycle helmets shall be provided at no cost to said children. Prior to distribution o[ each
7 bicycle hclmet, CONTRACTOR shall:
8 1. Provide bicycle safety education and one-on-one bicycle helmet fitting to each bicycle
9 helmet recipient and/or parent or guardian o[ recipient. Education and fittings shall be provided by a
10 COlmty of Orange Health Care Agency certified Trained Helmet Fitter.
II 2. Obtain for each bicycle helmet recipient, completed forms provided by ADMlNlSTRATOR
12 including, but not limited to, the Bicycle Helmet Program Voluntary Release - Asswnption of Risk and
13 Indemnity Agrecment Form and the Bicycle Helmet Consent Form provided as Attachments A and B to
14 this Agreement.
IS C. CONTRACTOR shall keep an inventory and include at a minimum, the following information:
16 number of bicycle helmets received and distributed, sizes, quantities and helmet model; datc each
17 bicycle helmet was distributed to each bicycle helmet recipient; and the name, address, and phone
] 8 number of each bicycle helmet recipient. Upon written request by ADMlNlSTRATOR,
19 CONTRACTOR shall provide to ADMINISTRATOR information and/or copies of completed forms [or
20 each bicycle helmet distributed.
21 D. ADMlNlSTRATOR may request the return of undistributed bicycle helmets received by
22 CONTRACTOR at any time. Upon written request by ADMlNlSTRATOR, CONTRACTOR shall
23 return undistributed bicycle belmets to ADMlNlSTRA TOR.
24 E. CONTRACTOR shall state on all materials produced for this project that bicycle belmets were
25 provided by the County of Orange Health Care Agency.
26 F. CONTRACTOR shall not conduct any proselytizing activities, regardless of funding sources,
27 with respect to any person who has been referred to CONTRACTOR by COUNTY under the terms of
28 this Agreement. Furtber, CONTRACTOR agrees that the funds provided hereunder shall not be used to
29 promote, directly or indirectly, any religion, religious crecd or cult, denomination or scctarian institution,
30 or religious belief.
31
32 IV. STAFFING
33 A. CONTRACTOR shall designate at least two (2) staff persons meeting one (I) of the [ollowing
34 criteria to administer tlle bicycle helmet tasks required in accordance with this agrecment:
35 I. Presently certified as a County of Orange Health Care Agency Bicycle Helmct Fitter; or
36 2. Able to obtain County of Orange Health Care Agency Bicycle Helmet Fitter certification by
37 a date specified by ADMTNISTRATOR.
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EXHIBIT A
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X:\CONTRACT 2006_07\BckHlmtSfty-Santa Ana City-06-07-HHcloc
1 B. CONTRACTOR shall designate more than two (2) certified bicycle helmet fitters meeting the
2 criteria in IV.A. above, if bicycle helmets will be distributed and fitted in a large community event
3 setting. CONTRACTOR shall recruit additional staff and/or volunteers as necessary. Both parties shall
4 agree, in writing, on a target number ofvolunleers needed.
5 C. CONTRACTOR slaff shall attend and participate in the following meetings and events, on dates
6 specified by ADMINISTRATOR;
7 1. Orientation Meeting,
8 2. Bicycle Helmet Fitting Certification Training, and
9 3. Scope of Work Meeting.
10 D. CONTRACTOR shall designate one (I) staff person to coordinate the administrative tasks
11 required in accordance with this Agreement.
12 E. CONTRACTOR shall provide services pursuant to this Agreement in a culturally competent
13 manner by recruiting, hiring and maintaining staff who can provide services to the diverse population
14 served under this Agreement. CONTRACTOR shall provide services in a language appropriate and
IS culturally sensitive manner, in a setting accessible to diverse communities. Cultural diversity includes
16 ethnicity, age, sexual orientation, gender, and persons who are physically challenged. CONTRACTOR
17 shall document its efforts to provide services in a culturally competent manner. Documentation may
18 include, but not be limited lo, the following: records in personncl files attesting to the efforts made in
19 recruitment and hiring practices, and participation in COUNTY sponsored and other cultural
20 competency training; the availability of literature in multiple languageslformats as appropriate; and
21 identification of measures taken to enhance accessibility for, and sensitivity to, physically challenged
22 communities.
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EXHffiTT A
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X:\CONTRACT 2006-07\Rclelllmllifty-Santa Ana City-06-07.III-Ldoc
ATTACHMENT A
~.-"...
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COUNTY OF ORANGE HEALTH CARE AGENCY
BICYCI,E HELMET PROGRAM
VOLUNTARY RELEASE - ASSUMPTION OF RISK AND INDEMNITY AGREEMENT
Each undersigned person requests and is granted permission to attend a one-on-one bicycle
helmet fitting by a trained hi cycle helmet fitter and will receive a new bicycle helmet at no cost. In
consideration of the receipt of a bicycle hclmet and bicycle helmet fitting, I
for mysclf, my personal representatives, heirs, next of
(eal:h of the: undersigned)
kin, spouse, and assigns, DO HEREBY:
L RELEASE, DISCHARGE, AND COVENANT NOT TO SUE the County of Orange, its elected and
appointed officials, officers, employees. agents and those special districts and agencies fur which
County's Board of Supervisors acts as the governing Board (County Indemnitees) and distributing
agency from any and all claims and liability arising out of strict liability or ordinary negligence which
causes any harm, injuryl or damage which may be sustained, incurred, or suffered whether foreseen or
unforeseen, arising from or connected in any way to my child's participation in the Bicycle Helmet
Program, including injury as a result of use of the bicycle helmet and bicycle helmet fitting.
2. COVENENT to hold County Indemnitecs and distributing agency harmless and indemnify them from
any claim, loss, demand, judgment or expense they may incur arising out of my child's participation in
the Bicyclc Helmet Pro,,'Tam and use of thc bicycle helmet provided.
3. UNDERSTAND that to have protective bcncfit of a bicycle helmet, the bicycle hclmet must be
pt:riodically checked to maintain proper fit, as explained in the information card, Helmet Fitting Tips,
provided by the distributing agency, that my child should immediately stop using the bicycle hclmet if it
is in a crash or damaged in any way, and that the use of this bicycle helmet cannot guarantee that my
child will not be injured while riding a blcycle.
4. ACKNOWLEDGE that no oral representations or inducements have been made to me to sign this
Agreement. If any portion of this agreement is held invalid, it is agreed that the balance thereof shall
continue in fun legal force and effect.
I HAVE READ THIS DOCUMENT. I UNDERSTAND IT IS A RELEASE OF ALL CLAIMS.
I VOLUNTARILY SIGN MY NAME EVIDENCING MY ACCEPTANCE OF THE ABOVE
PROVISIONS.
Parent/Guardian Signature
Date
White (Parent/Guardian)
Yellow (OCHCA)
Pink (Grantee)
I of!
X:\CONTRACT 2006_07\Bc1eHlmlSfty-Santa Ana City-06-Q7 -HH,doc
ATIACHMENT A
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AITACIIMENTB
County of Orange Health Care Agency
Chronic Disease & Injury Prevention Program
Bicycle Helmet Consent Form
Name of Bicycle Helmet Recipient
Address
City
Zip
Telephone No.
Name of Distributing Agency
To be Completed bv Certified Bicvcle Helmet Fitter
1. Hclmet Model
Size
Color
2. I provided the following item(s) and/or service to the child named on this form:
(Check all that apply)
o Free bicyclc helmet, undamaged and in good condition
o One-on-one bicycle helmet fitting
o Information card: Helmet Fitting Tips
The above information is true to the best of my knowledge.
Certified Bicycle Helmet Fitter Signature
Dale
White (Parent/Guardian)
Yellow (OCHCA)
Pink (Grantee)
lofl
AITACHMENTB
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X:\CONTRACT 2006-07\8c1eHlmtSfty-Santa Ana City-06.07.HH.doc
COUNTY OF ORANGE
HEALTH CARE AGENCY
FINANCIAL AND ADMINISTRATIVE SERVICES
Contract Development and Management
t;xrdkncc
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TRANSMITTAL
November 22,2006
TO:
City of Santa Ana
Attention: Clerk of the City Council
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, Ci702-1988
Kerenda lny
Contract Adrr(inis tor
(714) 834-3391
FROM:
THE FOLLOWING ENCLOSURE IS FOR YOUR INFORMATION:
JULIETTE A POULSON, RN, MN
DIRECTOR
STEVEN A. FRANKS
DEPUTY AGENCY DIRECTOR
FINANCIAL AND ADMINISTRATIVE
SERVICES
ALICE T. MOORE
DIVISION MANAGER
CONTRACT DEVELOPMENT
AND MANAGEMENT
MAILING ADDRESS
405 w r,TH STREET, SUITE 600
SANTA ANA. CA 92701
TELEPHONE: (714) 834-5809
FAX: (714)834-4450
Agreement for Provision of Bicycle Helmet Distribution between County of Orange and City of
Santa Ana, for thc pcriod November 15, 2006 through June 30,2007.
KI:cg
Enclosure
cc:
Kelly Broberg, llCNHealth Promotion
Hope Hagen, RCA/Contract Development & Management
Kalpana Chakrabarti, Program Support
Linda Ly, HCA / CDM (No Enclosure)
PHTRKKK107