Loading...
HomeMy WebLinkAbout2 02 �u.r Clerk of the Board Use Only !n-Home Supportive Services ° ' ° A ends Ite 0 m: Public Authority Board g. °cuN�{° Agenda Transmittal 0 Subject: Administrative Services Agreemerit,'Butte County In-Home Supportive Services Public Authority Department: Human Resources Meeting Date Requested: 04/10/12 Contact: Brian Ring,Director HR` Phone:538-7651 Regular Agenda 0 Consent Agenda Department Summary: (Information provided in this section will be included on the agenda.Attach explanatory memorandum and other background information as necessary). In order to complete the implementation of the previous agenda item regarding the Butte County In-Home-Supportive Services Public Authority(IHSS) Memorandum of Understanding with the California United Homecare Workers Union(CUHW),the Public Authority Board must approve the attached: 1)Administrative Services Agreement between the IHSS,CUHW and Walker Benefit Insurance Solutions L.L.C.(Walker Benefit Insurance Solutions LLC is a third party administrator that receives no money from the Public Authority). 2)Contract with Pan America Life Insurance Company. Both the Administrative Services Agreement and the contract with Pan America Life Insurance Company are to begin on June 1,2012. i; Under the provisions of the new Memorandum of Understanding between the Butte County In-Home Supportive Services Public Authority and the California United Homecare Workers Union(AFSCME/SEIU),the Pan American Life Insurance Company will provide its`PanaMed'limited benefit indemnity plan coverage to eligible Providers(employees covered by the Memorandum of Understanding). Such coverage will be extended in accordance with the eligibility standards in the Memorandum of Understanding. PanaMed is not basic health insurance or major medical coverage,but rather,is a limited benefit plan that pays a fixed benefit amount to help cover the cost of common medical services. Coverage includes dental and vision benefits, accident benefits and accidental death and dismemberment benefits. A prescription drug plan benefit is also included. is Fiscal Impact: The cost of this health plan has no fiscal impact on the IHSS budget. !' Personnel Impact: N/A Action Requested: Approve the agreements(2)and authorize the Chair to sign. I Administrative Office Review: Shari.McCracken,Deputy Chief:Administrative Officer: V The Butte County IHSS Public Authority Administrative Services Agreement Between The Butte County IRSS Public Authority And California United Homecare Workers Union And Walker Benefit Insurance Solutions,L.L.C. 1. parties (a) This Administrative Services Agreement("Agreement") is entered into by the Butte County IHSS Public Authority("Public Authority"),the California United Homecare Workers Union,AFSCME/SEIU ("Union")and Walker Benefit Insurance Solutions,L.L.C. ("Administrator")which shall collectively by called the Parties. (b) The Administrator is a health insurance broker licensed,bonded and insured to conduct business within the State of California. (c) The Public Authority and the Union are parties to a Memorandum of Understanding ("MOU") dated October 1,2009 to September 30, 2012 which provides for health benefits for enrolled Providers. The Administrator shall, subject to the terms of _.. this Agreement,administer those health benefits described in the MOU. The MOU is attached as Appendix,4 and in particular Article 12 concerning health benefits is incorporated and made part of this Agreement with separate pagination pages 1 through 26. 2. Public Authority Obligations During the term of this Agreement,the Public Authority's only obligation regarding health benefits is to pay the Public Authority Premium pursuant to Article 12 of the MOU and Section 7 of this Agreement. This means that the Public Authority's obligation is to pay the monthly premium directly to the currently selected health care plan. The employer for purposes of this Agreement is the Public Authority. The Public Authority is the employer only for labor relations purposes and the care recipient (consumer)is the employer for all other purposes including but not limited to terra of employment. 3. Indemnification The Union and the Administrator will defend,indemnify, save,protect and hold harmless the Public Authority and its respective boards, directors,officers,attorneys and employees (collectively the"Public Authority")from any and all claims,demands,costs, suits and liabilities for any damages and/or injury suffered by the Public Authority arising frorn the acts and/or omissions of the Union and/or the Administrator. The Union and Administrator understand that this provision includes but is not limited to any Page I of 7 If I I I I unauthorized,unlawful or harmful release of any Provider personal information. Notwithstanding the foregoing,the Union and the Administrator shall have no duty to indemnify the Public Authority from or against any action,suit or liability based upon, arising from or in consequence of any fi•audulent act or omission, any willful violation of any statute or regulation by the Public Authority,the nonperformance of any duty of the Public Authority required by the MOU or this Agreement,or from any claims,demands or other liability asserted by the Union or Administrator against the Public Authority. f I . The obligations of this paragraph will remain in effect following the termination of this Agreement,provided that the obligations are limited to claims, demands, suits or any other actions arising from the acts and/or omissions of the Union and/or Administrator during the term of this Agreement. In any action in which indemnification is provided, the Union and Administrator shall have the right to initially appoint the counsel of its choice to represent the Public Authority. If the Public Authority's legal counsel is dissatisfied with the counsel selected by the Union and Administrator, it may represent the Public Authority at Union and/or Administrator expense or may appoint counsel of its ` choice at Union and/or Administrator expense. 4. Term , i The term of this Agreement begins June 1,2012 and continues in effect until terminated pursuant to Section 12 of this Agreement. Health plan coverage by the currently selected health care plan will start on June 1,2012 and will continue as long as enrolled Providers are entitled to coverage paid for by the Public Authority. This Agreement is contingent i upon the Public Authority continuing to have the legal authority and mandate to serve as the employer of record for purposes of labor relations. S. Benefits To Be Provided I The Public Authority,the Union and the Administrator agree that the health care plan benefits to be provided to enrolled Providers during the term of this Agreement are those benefits described in the Pan American Life Insurance Group(Pan American)PanaMed Benefit Description(which is attached and by its reference here made part of this f Agreement as Appendix B with separate pagination pages 1 through 7)unless the Public Authority and the Union agree to replace or amend that Pan American plan. 6. Eligibility Providers who meet the minimum requirements specified in Article 12 of the MOU shall be eligible to participate in the health care plan subject to the enrollment cap and the Administrator's waiting list system. Union membership shall not be a criterion for eligibility. 7. Public Authority Premium Payments and Reports (a) The Public Authority will submit to the Union and the Administrator information regarding Provider Paid Hours it receives from the State of California's Case Page 2 of 7 I i Management, Information and Payrolling System(CMIPS)on or about the 15th of each month. This report may,but is not required to,be sent via email or other secure electronic means,upon mutual agreement of the Public Authority,Administrator and Union. (b) The Public Authority will contribute the appropriate amount for premiums as specified and required by Article 12 of the MOU to the currently selected health care plan on behalf of enrolled Providers. (c) Public Authority Premiums sent to the currently selected health care plan will be delinquent if not received or postmarked by the 15th day of each month following receipt from the Administrator of the complete invoice for that month and its accompanying Monthly Enrollment Report, (d) The Public Authority's obligations under this section will commence on June 1,2012 and will continue for one month after the termination of this Agreement. .. (e) If either 1)the State and/or Federal participation levels are reduced, or 2) the State of California and/or the Federal government sharing formula is modified resulting in an increased Public Authority cost,or 3) the structure of the In Home Supportive Services program is modified by the Federal and/or State government,the Public Authority shall not be required to maintain the Public Authority's premium payment described in Article 12 of the MOU. 8 Administrator Invoicing and Reporting (a) The currently selected health care plan, in concert with the Administrator, will submit to the Public Authority an invoice for monthly premiums for enrolled providers,accompanied by the Monthly Enrollment Report as described in Section 7 above,within five(5) working days of receipt from the Public Authority of the Provider Paid Hours Report. An invoice submitted without the Monthly Enrollment Report will be deemed an incomplete invoice and will not be payable until submitted with a completed monthly enrollment report. If there are premiums invoiced for Providers who,upon review by the Public Authority,do not appear to be eligible for health benefits or are not appropriately enrolled in health care plan,the questionable premiums will be removed from the invoice for review and referred to the Administrator for review and the remainder of the invoice will be paid. (b) The Administrator will provide the Public Authority and the Union with a Monthly Enrollment Report. At a minimum,this report will include the following: 1. The names and identification numbers of Providers who were enrolled the preceding calendar month and who are continuing their enrollment. These Providers will also be identified as newly enrolled (for the first quarter),enrolled (ongoing enrollment) or probationary(those who are in a probationary period for lack of hours in the previous period). Page 3 of 7 i i 1 f 2. The names and identification numbers of Providers who are being deleted from the health benefit and the reason therefore. I 3. The names and identification numbers of Providers who are being added to health plan coverage. 4. The number of Providers who are currently eligible for Enrollment and are on the waiting list due to the cap on enrollment provided in Article 12 of the MOU. (c) The Administrator will provide the Public Authority and the Union with a quarterly report that includes the number of Providers enrolled in the currently selected health care plan at both the beginning and ending of the quarter;the premiums paid by the Public Authority; the name and location of health care provider(s); a statistical summary of the benefits provided year to date by category benefit excluding prescription and accident claims; claims denied/pending summary; and the amount of the claims paid year to date by the currently selected health care plan. The reporting periods for these quarterly reports will be January-February-March, submitted on April 15"',April-May-June,submitted July 15a`,July-August-September, submitted October 15`h and October-November-December, submitted January 1511'. (d) The Public Authority will notify the Administrator in writing if the monthly or quarterly reports,required by this Section are delinquent or incomplete. Stich notice will be sent in hard copy to the contact(s) designated in Section 20 of this Agreement and via email. if the monthly and/or quarterly report is not sent and/or corrected within ten calendar days following the posting of such notice,the delinquency will be resolved through the Dispute Resolution Procedures described in Section 13 of this Agreement. (e) The Administrator shall maintain and preserve all records related to this Agreement in its possession(or will assure the maintenance of such records in the possession of any third party performing work related to this Agreement)for three years from the date of each record or until all audits related to each record are completed, whichever occurs later. Upon request,the Administrator shall make available copies of any of these records to the Public Authority,Union and/or any appropriate regulatory body. 1 9. Public Oversight ` The Union and Administrator understand that Provider health benefits enabled by this j Agreement are funded by tax dollars and are owned by the Public Authority until spent by the currently selected health care provider for Provider health benefits. The Public I� Authority therefore has the responsibility to maintain sufficient public oversight of the Parties' activities under this Agreement. The Union and Administrator will therefore respond to requests for information from the Public Authority within thirty(30)days i Page 4 of 7 EE E about activities under this Agreement, including uses of funding and any other matter related to this Agreement that is of interest to the Public Authority. 10. Distribution of Materials The Administrator will be responsible for the distribution to Providers of enrollment forms,description of eligibility requirements,benefit descriptions,Provider directories, claim forms and other forms or documents usually supplied in connection with the enrollment process. Current copies of all these materials will be provided to the Public Authority and the Union. 11. COBRA Administrator will be responsible for administering COBRA continuation benefits for Providers. 12. Termination and Amendment (a) Any Party to this Agreement may terminate the Agreement by transmitting a written notice to the other Parties to this Agreement no later than sixty(60)calendar days prior to the effective termination date stated in the written notice. Nothing in this subsection shall relieve any Party of any conflicting obligations under the MOU. (b) In the event of termination of this Agreement, the Administrator will notify all affected Providers of the pending termination at least thirty(30) calendar days prior to the effective termination date. At a minimum,this notice will detail the procedures,if any,to be followed by-Providers for the reporting of health benefit claims incurred before the termination date. (c) This Agreement may be amended only in a writing jointly executed by the Public Authority,the Union and the Administrator. 13. Dispute Resolution (a) For the purposes of this Section,a dispute is defined as any controversy alleged or any claim filed by one or more of the Parties to this Agreement which arises out of or is related to the interpretation or application of this Agreement,or any breach thereof,including any claim that this Agreement is,in whole or in part,invalid,illegal or otherwise voidable or void. (b) Any Party to this Agreement having a dispute will notify the other Parties in writing of the exact nature of the dispute and the requested corrective action, if any. Within twenty-one(21) calendar days of having received written notice of a dispute,the Parties will meet in an attempt to resolve the matter. If the dispute is unresolved following this meeting,the Parties may mutually agree to mediate the dispute. The Parties shall evenly divide any mediator's fees. If mediation is not mutually agreed upon Page 5 of 7 i or,mediation does not resolve the dispute,the Parties are free to pursue whatever avenues of redress which are properly available to them. i 14. Memorandum of Understanding The Public Authority and the Union agree that this Agreement will not supersede any provisions of the MOU and to the extent this Agreement conflicts with the MOU, the MOU shall prevail. Eligibility requirements, enrollment maximums and Public Authority premium amounts are designated in Article 12 of the MOU. 15. Severability c If any provision of this Agreement or application thereof is held invalid by any court of competent jurisdiction,the Parties will meet and confer in good faith regarding the development of a mutually agreeable replacement provision or application. If mutual agreement is not reached regarding a replacement provision or application,the Parties may mutually agree that the invalidity will not affect other provisions or applications of E this Agreement. Absent mutual agreement, any Party to this Agreement may terminate the Agreement as described in Section 12(a)above. 16. Entire Agreement • Except as provided specifically herein, this Agreement constitutes the entire agreement between the Parties concerning health benefit administration. The Public Authority and the Union have separately agreed on the health benefit itself in Article 12 of their MOU. 17. ' 'Waiver Any of the terms or conditions of this Agreement may be waived at any time by the Party entitled to the benefit thereof,but no such waiver shall affect or impair the right of the waiving Party to require observance,performance or satisfaction either of that term or condition as it applies on a subsequent occasion or of any other term or condition thereof. 18. Binding Effect This Agreement is binding upon and shall benefit the Parties hereto,their respective agents,employees,representatives, officers, directors including the Governing Board of the Public Authority individually and collectively, assigns and successors. Except as expressly provided for herein,this Agreement is not for the benefit of any person or entity not a Party hereto or specifically identified as a third party beneficiary herein. Page 6 of 7 I 19. Governing Law This Agreement shall be construed and governed by the laws of the State of California unless otherwise expressly provided for by any other applicable Federal law. 20. Notice Unless otherwise provided for elsewhere in this Agreement, any written notice required by or pertaining to this Agreement will be sent to such Party by prepaid first class mail or facsimile at the address listed below. Cathi Grams,Director, Butte County Department of Employment and Social Services P.O. Box 1649 Oroville, CA 95965 Loretta Stevens,Executive Director, California United Homecare Workers AFSCME/SEIU Local 4034 2484 Natomas Park Drive#101 Sacramento, CA 95833 Glenn Walker Walker Benefits Insurance Solutions,LLC 940 Calle Negoeio, Suite 110 San Clemente, CA 92673 21. Signatures Cathi Grams Loretta Stevens � -- _...�._. --- ............. ._..,,.. Glenn Walker a Page 7 of 7 E I Appendix A Memorandum of Understanding between E f Butte County In-Home Supportive Services Public Authority And California United Homecare Workers Union, AFSCME/SEIU, Local 4034 i s I i i October 1, 2009 - September 30, 2012 I i Page A of 26 PREAMBLE ...................................................................................................6 ARTICLE 1. UNION RECOGNITION...............—......................................6 ARTICLE 2: MUTUAL RESPECT ..............................................................7 ARTICLE 3: NO DISCRIMINATION.........................................................7 SectionA......................................................................................................7 SectionB......................................................................................................7 ARTICLE 4: UNION RESPONSIBILITIES ................................................7 Section A: Official Representatives and Stewards.....................................7 Section B: Duty of Representation...........:................................................7 ARTICLE 5: CONSUMER RIGHTS............................................................8 Section A: Consumer Rights ......................................................................8 Section B: Consumer Confidentiality.........................................................8 SectionC: Right To Privacy.......................................................................9 Section D: Consumer Representation.........................................................9 AR'T'ICLE 6: PUBLIC AUTHORITY RIGHTS ...........................................9 SectionA..........................................................................I...........................9 SectionB....................................................................................................10 SectionC.................................................................................................... 10 ARTICLE 7: UNION SECURITY.............................................................. 10 Section A: General.................................................................................... 10 Section B: Membership in Good Standing............................................... 10 Section C: Agency Fees............................................................................ 10 Section D: Indemnification................................. ................................... 11 Page 2 of 26 ' 4 I. SectionE. State Changes.......................................................................... I I ARTICLE 8: DUES DEDUCTION............................................................. 11 SectionA.................................................................................................... I I SectionB.................................................................................................... 11 SectionC.................................................................................................... 12 i SectionD.................................................................................................... 12 i ARTICLE 9: PAYROLL/DIRECT DEPOSIT............................................ 12 3 SectionA.................................................................................................... 12 SectionB.................................................................................................... 12 ARTICLE 10: HOURS OF WORK............................................................. 13 F ARTICLE 11: WAGES 1 SectionA.......................................................................................:............ 13 . SectionB.................................................................................................... 13 ARTICLE 12: HEALTH PLAN ......13 ARTICLE 13: RECORD OF REGISTRY SERVICES .............................. 16 ARTICLE 14: TRAINING REGISTRY ORIENTATION ......................... 17 SectionA.................................................................................................... 17 SectionB.................................................................................................... 17 SectionC.. ................................................................................................. 17 SectionD......................:............................................................................. 17 SectionE.................................................................................................... 17 ARTICLE 15: BULLETIN BOARD, NOTICE TO PROVIDERS, LANGUAGES ........................................... Page 3 of 26 i I Section A: Bulletin Boards....................................................................... 18 SectionB: Notices .................................................................................... 18 Section C: Languages............................................................................... 19 ARTICLE 16: GRIEVANCE PROCEDURE ............................................. 19 Section A: Definition................................................................................ 19 Section B: Timeliness...............................................................................20 Section C: Grievance Procedure Steps.....................................................20 Section D: Scope of Arbitration Decisions...............................................22 Section E: Effect of Failure of Timely Action .........................................22 Section F: Extension of Time Periods......................................................22 ARTICLE 17: LABOR-MANAGEMENT COMMITTEE.........................22 SectionA....................................................................................................22 SectionB....................................................................................................23 ARTICLE 18: NO.INTERRUPTION OF WORK......................................23 SectionA................................................................................:...................23 SectionB....................................................................................................24 ARTICLE 19. INDEMNIFICATION AND LIABILITY...........................24 SectionA............................. .. .............................................................24 SectionB...................................................................................................24 SectionC....................................................................................................25 ARTICLE 20: SOLE AND ENTIRE AGREEMENT, SAVINGS, MODIFICATION AND WAIVER ..............................................................25 Section A: Sole and Entire Agreement.....................................................25 Page 4 of 26 i i SectionE: Modification............................................................................25 SectionC: Waiver.....................................................................................25 ARTICLE2 1: TERM ..................................................................................26 i i i ' I i ! i i 3 Wage 5 of 26 } 1 PREAMBLE This MEMORANDUM OF UNDERSTANDING (hereinafter referred to as "Agreement") is entered into by the In-Home Supportive Services Public Authority of Butte County (hereinafter referred to as "Public Authority") and the California United Homecare Workers Union, AFSCME/SEIU, Local 4034 ("Union"). The Union and the Public Authority acknowledge that the relationship between the Public Authority and the employees in this bargaining unit, who are individual In-Home Supportive Services providers (hereinafter referred to as "Providers"), is governed by State law, specifically Welfare and Institutions Code Section 12301.6, and Government Code Section 3500 et seq. The parties also acknowledge that this relationship is unique, and that the Public Authority does not employ or manage the Provider workforce in,the role of a traditional employer. The parties also acknowledge that the In-Home Supportive Services recipients (hereinafter referred to as "Consumers") remain the employers for the purposes of hiring, firing, and supervising the work of any Provider providing services to them. The Public Authority and the Union recognize that, due to the nature of the relationship between them and the role of that relationship in the In-Dome Supportive Services (hereinafter referred to as "IHSS") program, the implementation of various provisions of this Agreement will require the assistance and cooperation of agencies that are not party to this Agreement. The Public Authority and the Union agree to work together in good faith in order to secure the assistance of the appropriate entities when required by the provisions of this Agreement. Similarly,the Union commits itself in this Agreement to some goals that not only benefit this workforce, but are also intended to benefit Consumers. This Agreement is entered into pursuant to the authority provided under Section 3505.1 of the Government Code and has been jointly prepared by the parties. ARTICLE 1: UNION RECOGNITION The Public Authority recognizes the Union as the exclusive representative of ' the Providers. This Agreement does not apply to others affiliated with or employed by the Public Authority, including without limitation, staff of the Public Authority. Page 6 of 26 i ARTICLE 2: MUTUAL RESPECT The Public Authority and the Union agree that all workers and administrators involved in the IHSS program regardless of position, profession, or rank, will treat each other with courtesy, dignity and respect. The foregoing shall also apply in providing services to the public, specifically including Consumers. ARTICLE 3: NO DISCRIMINATION Section A i Except as otherwise provided by law, the Public Authority and the Union shall not discriminate in the interpretation, application or enforcement of the express terms of this Agreement because of sex, race, religion, color, national origin, sexual orientation, age or disability. i Section B The Public Authority and the Union shall not discriminate against any Provider for his/her participation or non-participation in Union activities or exercising his/her rights under this Agreement. F e ARTICLE 4: UNION RESPONSIBILITIES Section A: Official Representatives and Stewards The Union shall provide a current Official Representative List to the Public Authority Manager. The list shall include the name, title, telephone number, mailing address and e-mail address of the Union's official representatives, including stewards. The Union shall notify the Public Authority Manager of any changes to the list. The official Union representatives and stewards shall not be recognized by the Public Authority until such list or changes are provided to the Public Authority Manager. Section B: Dut of Representation The Union agrees that it has a duty to provide fair and non-discriminatory representation to all Providers for whom this Agreement is applicable regardless of whether they are members of the Union. Wage 7 of 26 ARTICLE S: CONSUMER RIGHTS Section A: Consumer Rights Consumers are dependent upon IHSS in order to remain safe at home. They have the right to receive the services from their Provider in a caring, respectful and efficient manner free from concern that their services might be affected by the actions or inactions of the Public Authority, Butte County (hereinafter referred to as "County") or the Union. Providers and Union representatives will discuss any issues regarding this Agreement directly with the Public Authority or with their Union steward, rather than with Consumers. The parties reaffirm that under State law and the County ordinance establishing the Public Authority, Consumers as employers have the sole and undisputed right to: 1. Hire Providers of their choice; 2. Remove Providers from their service at will; 3. Determine in advance and under all circumstances who can and cannot enter their home; and 4. Supervise and direct the work of Providers providing services to them within the scope of authorized services. Section B: Consumer Confidentiality. The Union shall not seek information regarding the name, address, phone number or any other personal information regarding Consumers. Union representatives and Providers shall maintain strict standards of confidentiality regarding Consumers and shall not disclose personal information obtained from whatever source, pertaining to Consumers, unless disclosure is compelled by legal process or otherwise authorized by law. If Consumer information is disclosed pursuant to this Article, the Consumer and the Public Authority shall be notified of such release or disclosure immediately Page 8 of 26 i i i Section C: Right To Privacy The Union shall have no contact with either the Consumer or the Provider at the Consumer's home without the express permission of the Consumer or guardian. This Section does not apply to contact with the Provider when the Provider and the Consumer share the same residence or the Provider uses the Consumer's address/phone number as his/her contact information. When the Consumer and Provider share a residence, the Union representative may speak with the Provider after explaining the purpose of the visit and receiving permission from the Provider. If the address visited is the exclusive residence of the Consumer, the Union representative must also receive permission fiom the Consumer or guardian to either (1)make an appointment at another location and/or time or (2) continue with the meeting. In all instances, the time spent in any such meeting shall not interfere, delay, or interrupt care to the Consumer, and shall not be counted as work time. Section D: Consumer Representation The parties recognize that Consumers may request accompaniment, i representation and/or assistance at their assessment and reassessment reviews with social workers, from any source. The parties also recognize j. that Consumers may request representation, from any source, for any State hearing appeals filed by the Consumer. ARTICLE 6: PUBLIC AUTHORITY RIGHTS Section A Unless otherwise expressly specified in this Agreement, the rights of the Public Authority include, but are not limited to, the exclusive right to determine the mission of its governing body, committees and other related work groups; maintain the efficiency of its operations; determine the methods, means and personnel by which its operations are to be conducted; add or delete names of Providers to and from the registry; and take all other necessary actions to carry out its mission. l Page 9 of 26 I { Section B The Public Authority shall have the authority to take any necessary actions in the case of an emergency. The Public Authority shall notify the Union of the nature of the emergency and of any necessary actions or changes promptly. Section C The rights of the Public Authority set forth above are subject to compliance with all applicable State laws and regulations. ARTICLE 7: UNION SECURITY Section A: General As a condition of continued employment, Providers must become and remain members of the Union in good standing or pay an agency fee to the Union commencing thirty (30) calendar days after their first date of employment as a Provider. Such dues or agency fees shall be deducted from the Provider's paycheck on a monthly basis. Section B: Membership in Good Standing This means that the Provider has voluntarily chosen to join the Union and to pay to the Union the regular periodic dues required of Union members. Section C: Agency Fees 1 . Definition. Agency fee is the minimum regular monthly fee to the Union, required of non-members as their fair share of the costs of representation, subject to the limitations and protections of applicable law and of this Agreement. 2. Religious Objectors, Any Provider, who is a member of a bona fide religion, body or sect that has historically held conscientious objections to joining or financially supporting a union, may apply for exemption from agency fee obligations by presenting verification to the Public Authority of active membership in that religion, body or sect. If a satisfactory basis is presented for exemption, the exempted Provider shall Page 10 of 26 i I i make a charitable contribution equal to the agency fee to a non- religious, non-labor, charitable organization exempt from taxation under IRS Code Section 501 (c)(3) on a list of three (3) such organizations to be agreed upon by the Public Authority ` and the Union. Copies of any such application for religious exemption and supporting material and the Public Authority's _ decision shall be forwarded by the Public Authority to the Union within fifteen (15) days of receipt by Public Authority. The Union shall then have fifteen (15) days after receipt of Public Authority's decision to challenge any exemption granted by the Public Authority. Section D: Indemnification The Union shall defend, indemnify, and hold harmless the Public Authority and its respective board, directors, officers, agents and employees from any { and all claims; dernands, suits, or any other action arising from this Article or from the Public Authority's compliance with any Union requests made pursuant to its efforts to collect dues and/or agency fees. j Section E: State Changes If at any time the State makes changes to the dues deduction or payroll system, the public Authority and:the Union shall immediately commence negotiations regarding those parts of this Article that may be impacted by implementation of such changes. ARTICLE 8: DUES DEDUCTION Section A: The Union has the exclusive privilege of the deduction of any applicable dues, fees, or assessments for all Providers covered by this Agreement. Section B: The Public Authority will advise the State Controller, as the payroll agent for individual Providers, to deduct all authorized membership dues, fees and/or assessments as required by the Union or as voluntarily requested by Providers. The Public Authority will assist and cooperate with the Union and the State Controller to facilitate the timely deduction of said dues, fees, i Page 11 of 26 i and/or assessments so that the State Controller may provide timely and accurate reporting to the Union of all such payments made pursuant to this Agreement. The Union will provide the Public Authority with a reporting of the deduction of all such dues, fees, or assessments on a monthly basis. Section C: To the extent State data-processing systems permit,the Public Authority will forward to the Union a list of names, addresses, telephone numbers, and social security numbers of all Providers who were paid in the pay period, the number of hours paid per month and the gross amount of their earnings, to the extent that such disclosures are legally permitted under State and Federal law. This information will be sent electronically, by a means mutually agreeable to both parties, to the Union within five (5) working days of being received by the Public Authority. Section D: The Union shall defend, indemnify, and hold harmless the Public Authority and its respective board; directors, officers, agents and employees from any and all claims, demands, suits, or any other action alleging that the Union has misused or inappropriately disclosed Provider information obtained from the Public Authority. ARTICLE 9: PAYROLL/DIRECT DEPOSIT Section A: The Public Authority shall provide all Providers with an appropriate telephone number at the County to call for answers to payroll questions and resolutions to problems. The Public Authority and the Union shall share information on the causes and potential solutions for general payroll issues in good faith and in a spirit of cooperative problem solving. Section B: The Public Authority and the Union agree that the direct deposit of Provider paychecks to the financial institution of the Provider's choice on a voluntary basis is in the interest of the Provider, the Public Authority and the Union. The Public Authority and the Union agree that optional direct deposit will occur at no cost to the Provider anchor the Public Authority. Page 12 of 26 ARTICLE 10: HOURS OF WORK i The Union and the Public Authority recognize the unique and varied needs of Consumers and that these needs do not always conform to a regular shift, work day or work schedule. Because of this, an individual Consumer will h determine the number of Providers utilized, their schedule and hours of work based on the Consumer's needs, within the number of authorized, IHSS hours. Consumers may require day, evening, weekend or irregular hours of care. It is understood that many Providers live with the Consumer, and that this may necessitate that Providers care for Consumers at various hours of the day or night. if ARTICLE 11: WAGES Section A: Wages for Providers shall be $8.20 per hour, effective the month following ratification by the Union, adoption of this Agreement by the Public Authority Board and approval of the rate by the State but no earlier than May 1, 2012. i Section B: The Public Authority and the Union acknowledge that the Public Authority pays Provider wages based upon assurances that the Federal government and the State of California will each pay a portion of the Provider's wage up to a specified maximum wage. If the Federal government and/or the State of California reduce the maximum wage for which they will pay a proportionate share below the current Provider wage rate described in Subsection A above then the Provider wage rate will be reduced to that maximum wage. ARTICLE 12: HEALTH PLAN Section A: The Public Authority shall pay the premium payment ("Public Authority Premium") directly to the currently selected health care plan on behalf of enrolled Providers effective June 1, 2012 or as soon thereafter as is practicable pursuant to the following: Page 13 of 26 1. Health Plan - The Public Authority and the Union agree that the Public Authority shall contract with the Pan American Life Insurance Company ("Pan American") to be the currently selected health care plan to provide health care benefits to eligible Providers. The Pai ties may mutually agree to replace the currently selected health care plan during the term of this Agreement. 2. Administrator - The Public Authority and the Union shall contract with Walker Insurance Solutions LLC ("Administrator") by signing an Administrative Services Agreement with the Administrator to administer the currently selected health care plan, a. The Public Authority shall have no obligation to continue to pay the Public Authority Premium if 1) Pan American or its successor discontinues the currently selected health care plan, 2) if the Union fails to meet its obligations described in this Article and/or in the Administrative Services Agreement, 3) the Administrative Services Agreement is terminated or 4) Federal and/or California government reduce or eliminate the participation level for health related benefits from the current level of$0.60 per hour. b. The Public Authority and the Union shall make a good faith effort to replace the currently selected health care plan or the Administrative Services Agreement if either are terminated during the term of this Agreement. The Public Authority shall continue to pay the Public Authority Premium if the Parties successfully negotiate a successor health plan or administrative services agreement. 3. Premiums - The Public Authority Premium shall be $281.00 per month per enrolled Provider. The Public Authority shall pay this Public Authority Premium directly to the currently selected health care plan on behalf of up to 525 enrolled Providers. The Public Authority does not have the obligation to pay the Public Authority Premium on behalf of Page 14 of 26 i i Providers who are ineligible to be enrolled in the health care plan as described in this Article and/or who are not enrolled in the health care plan. E I 4. Eligibility—A Provider shall become eligible to enroll in the currently selected health care plan pursuant to the following: E a. Enrollment Cap — The enrollment cap is 525 eligible Providers at any given time. If the enrollment cap is reached when the Parties convert the health benefit from the prior union sponsored health benefit trust to the Pan American plan, any eligible Providers over the 525 enrollment cap will be placed on a waiting list to { be administered by the Administrator. When E Providers are moved to the new Pan American plan, the Administrator shall enroll the Providers with the earliest initial eligibility dates as determined by the process described in subsection 4(b) below and the balance shall be placed on the waiting list. Eligible providers will be offered the opportunity to enroll in the order they are listed on the waiting list, as slots become available, provided that the provider has retained eligibility. The Administrator shall remove Providers from the waiting list who become ineligible to enroll in the health care plan. i b. Initial Eligibility -- Each Provider must work at least eighty (80) hours each month during a three consecutive month initial eligibility period to become eligible to be enrolled in the health care plan subject to the enrollment cap. If the plan is at full enrollment when the Provider otherwise becomes eligible, the Provider's name shall be placed on the waiting list and the Provider's subsequent eligibility for enrollment in the health plan will be determined by the ongoing eligibility requirements in subsection 4(c) below. C. Ongoing Eligibility — Each enrolled Provider must work at least two hundred forty (240) hours in each three-month eligibility quarter described in this Page 15 of 26 i f paragraph to remain enrolled in the health care plan, The eligibility quarters are 1) January-February- March, 2) April-May-June, 3) July-August-September and 4) October-November-December. Enrolled Providers who fail to work at least two hundred forty hours (240) each quarter will be placed on a probationary status and/or removed from the health care plan pursuant the Administrator's policies. A Provider on the waiting list who fails to work two hundred forty (240) hours in the previous quarter will be removed from the waiting list pursuant to the Administrator's policies until the Provider subsequently meets the initial eligibility requirements in the subsection 4(b). S. Grievances — Claims by Providers asserting any violation of this Article attributable to the Union and/or Administrator are not grievable and may not be processed pursuant to the grievance procedure described in Article 16 of this Agreement. 6. Contingencies — The Parties acknowledge that the Federal and/or California governments might adopt or implement healthcare legislation that includes a mandatory employer contribution for health benefits which exceeds the Public Authority Premium. If that occurs, the Public Authority shall reduces wages and/or benefits to keep the total cost to the Public Authority the same as it existed prior to the effective date of the healthcare legislation. ARTICLE 13: RECORD OF REGISTRY SERVICES The Public Authority shall establish a date of enrollment roster for Providers enrolled in the registry,to be updated and provided to the Union on a quarterly basis. Such roster shall include the name, address, social security number and enrollment date of all Providers enrolled in the registry. Page 16 of 26 i i ARTICLE 14: TRAINING REGISTRY ORIENTATION i Section A: i All new Providers requesting enrollment in the Public Authority registry are i required to attend an unpaid registry orientation session. Section B: It is the objective of both the Union and the Public Authority that training programs be provided that enrich the skills base of the Providers. The Pub 1 is Authority shall seek and give consideration to the Union and the IHSS Advisory Committee for the purpose of developing and implementing training programs for Providers. Subjects to be considered for training j sessions may include, but are not limited to, First Aid,.CPR and payroll procedures. Training will be voluntary (except the registry orientation session as specified in Section A of this Article) and unpaid. Section C: The Public Authority and the Union agree to work together to explore training programs to the extent that the Public Authority's budget allows or to the extent that additional funding is authorized/located for this purpose. Section D: The Public Authority encourages the Union to identify additional topics for possible training sessions and to urge Providers to take advantage of training opportunities. The Union agrees to make materials provided by the Public Authority available at Union events. Section E: A Union representative shall be allowed to attend training meetings organized by the Public Authority. The Public Authority encourages feedback on the training from all attendees, including the Union. The Public Authority agrees to make available to attendees materials provided by the Union. Such materials must be approved by the Public Authority Manager in advance and shall not contain anything that may reasonably be construed Page 17 of 26 as maligning the Public Authority, its staff or representatives of the Public Authority Board, ARTICLE 15: BULLETIN BOARD NOTICE TO PROVIDERS LANGUAGES Section A: Bulletin Boards The Public Authority will furnish, for use of the Union, bulletin board space at the Public Authority office at 478 Table Mountain Blvd., Oroville. The bulletin board space shall be used only for the following subjects: 1. Information concerning Union elections or the results thereof. 2. Reports of official business of the Union, including reports of committees of the Union's Board of Directors. 3. Union recreational, social and related bulletins. 4. Scheduled meetings. All materials shall clearly state that it is prepared and authorized by the Union. The Union agrees that notices posted on the bulletin board shall not contain anything that may reasonably be construed as maligning the Public Authority, its staff, or representatives of the Public Authority Board. The Public Authority Manager shall have the right to remove any materials that he/she deems objectionable. In addition,.and in an effort to provide a practical means of communicating with the Providers located in other areas of the County, the Public Authority will work with the Union to identify other possible locations for the posting of Union materials, as outlined above. Section B: Notices The Public Authority will send Providers no less than two informational mailings per year in which the Union may insert updates or Union notices at no additional cost to the Public Authority, provided these notices meet the requirements of Section A of this Article. The Union will provide the Public Authority with copies of its inserts at least five (5) days in advance of the date of mailing or as agreed to by the parties for any particular notice. Page 18 of 26 i Section C: Languages The Public Authority will make available the Language Line Services to communicate with non-English speaking Providers, as needed. ARTICLE 16: GRIEVANCE PROCEDURE Section A: Definition This procedure shall be applied in resolving grievances that arise concerning the interpretation or application of this Agreement. A grievance is defined as an allegation by a Provider, a group of Providers, the Union representing I a named Provider or group of Providers, the Union in its own right or the Public Authority that a party to this Agreement has failed to abide by the terms and conditions of this Agreement. Participation in the grievance procedure in any capacity shall be solely on the Provider's own time and shall not be treated as within any Consumers' allocated service hours, or as paid time. The Union may represent the Provider(s) at any stage of the grievance process. i This grievance procedure shall apply exclusively to all matters that are covered by the expressed terms of this Agreement that relate specifically to wages, hours and other terms and conditions of employment. This grievance procedure shall not apply to matters: � 1. Which this Agreement provides the Public Authority has final jurisdiction over; 2. Expressly covered by the Employer-Employee Relations Resolution; 3. Concerning Consumers' rights including those referred to in Article S of this Agreement; or Page 19 of 26 { 4. Matters which are controlled or dictated by legal entities other than the Public Authority. Section B. Timeliness A grievance shall be void unless filed in writing within thirty (3 0) calendar days from the date upon which the Public Authority or Union is alleged to have violated this Agreement, or within (3 0) calendar days from the time the grievant became aware of the alleged violation. Section C: Grievance Procedure Steps All grievances shall be processed in the following manner: E Prior to filing a grievance in writing, the Provider/Union and a representative of the Public Authority will attempt to resolve the problem informally. Step 1 - Public Authority Manager If the grievance is not settled informally between the Provider/Union and the Public Authority representative, it shall be set forth in writing and submitted to the Public Authority Manager or his/her designee. All grievances must be set forth in writing citing the alleged violation of this Agreement, and identifying the specific Article and Section of this Agreement that is alleged to have been violated and shall specify the remedy sought. If the Union is not a party to the grievance, the Public Authority shall notify the Union of the grievance within three (3) business days of its filing. The Public Authority Manager or his/her designee shall respond in writing to the grievance within ten (10) calendar days from receipt of the written grievance. Step 2 - Human Resources If the grievance is not settled at Step 1., the grievant may submit it within ten (10) calendar days of receipt of the decision at Step 1. to the County Human Resources Director. Page 20 of 26 If the grievant requests a meeting with the Human Resources Director, such meeting with the Human Resources Director or his/her designee shall take place within ten (10) calendar days after receipt of the Step I written response by the Public Authority or at a time mutually agreed to by the parties. If the Union is not a party to the grievance, the Public Authority shall notify the Union of the grievance within three (3) business days of its filing. The Director of Human Resources or his/her designee shall respond in writing to the grievance within ten (10) calendar days of the receipt of the written grievance or from the date of the meeting with the grievant, whichever is later. Step 3 - Mediation a '. If the grievance is not settled at Step 2, the Public Authority and the Union shall utilize mediation to attempt to resolve the dispute at issue. The parties shall request an impartial mediator from the California State Mediation and i Conciliation Service to meet with the parties to attempt to resolve the grievance within twenty (20) calendar days after completion of Step 2, or at a time mutually agreed to by the parties. The costs of mediation, if any, shall be shared equally by the parties. The mediator shall have no authority to impose a settlement of the grievance. The mediator's comments, suggestions and recommendations, if any, shall be kept confidential. If mutually agreed to by the parties, the mediator may be requested to prepare a written report of the mediation. Step 4 - Binding Arbitration If no settlement is reached in Step 3, either the Public Authority or the , Union shall have the right to proceed to arbitration. In the event that the dispute proceeds to arbitration, the parties shall make a good faith effort to agree on an arbitrator. If the parities are unable to agree on an arbitrator within ten (10) days from receipt of the arbitration request, the parties shall request a list of nine (9) arbitrators from the California State Mediation and Conciliation Service and shall meet to alternately strike the names from the list of arbitrators until, through process of elimination, only one name remains. i Page 21 of 26 i The arbitrator shall render a decision within thirty (30) days. The decision of the arbitrator shall be final and binding. The fees and expenses of the arbitrator and of the court reporter, if required, shall be shared equally by the parties. Each party, however, shall bear the costs of its own representation, including presentation and post-hearing briefs, if any. Section D: Scope of Arbitration Decisions Proposals to add to or change this Agreement or to change written agreements supplementary hereto shall not be subject to arbitration and no proposal to modify, amend, or terminate this Agreement nor any matter or subject arising out of or in connection with such proposals may be referred to arbitration under this Article. The arbitrator shall limit his/hex decision to the application and interpretation of the provisions of this Agreement. The arbitrator shall have no authority to add to, delete, or alter any provisions of this Agreement or written agreements supplementary hereto or to establish any new terms or conditions of employment. Section E: Effect of Failure of Timely Action If a Provider does not present the grievance, or does not appeal the decision rendered regarding the grievance within the time limits at any step of the process as set forth above, the grievance shall be considered resolved. Section F: Extension of Time Periods The time periods given above for processing a grievance may be extended by mutual agreement of the parties. ARTICLE 17: LABOR-MANAGEMENT COMMITTEE Section A: In order to encourage open communication, promote harmonious relations and resolve matters of mutual concern, the parties agree to create a Labor- Management Committee. The Committee will be governed by the following: Page 22 of 26 I 1. The Committee shall be p to composed of u five ( ) 5 Union p representatives and up to five (5) Public Authority representatives. In addition, County staff may attend, as appropriate. E E E _ 2. The Committee shall be co-chaired by one of the Union I - representatives and one of the Public Authority representatives. 3. The Committee may meet quarterly, or as frequently as agreed to by the parties, but shall meet no less than twice per calendar year. 4. Minutes will be prepared by the Public Authority and the Union, with alternating responsibility, within thirty(30) days of each meeting. 3 S. The Committee will refrain from conducting negotiations or considering matters properly the subject of a grievance and will relegate those subjects to the appropriate meet and confer or grievance process. 6. Union representative committee members serve on a voluntary basis and will receive no remuneration from the Public Authority for their participation. Section B: Ideas or suggestions to improve the IHSS program identified in the Labor- Management Committee may be referred to the IHSS Advisory Committee for consideration. I ARTICLE 18: NO INTERRUPTION OF WORD { Section A: l 3 The unimpaired continuation of IHSS is of paramount importance to County residents and specifically to the recipients of home care services. Therefore, neither the Union nor the Providers shall authorize, sanction, or support any strike, slowdown or stoppage of work, or refuse to perforin customary duties. i Page 23 of 26 E I E Section B: In addition, the Public Authority shall not lock-out, or in the context of a labor dispute, prevent Providers from working and being paid for their work. This provision shall continue in full force and effect for the ten-n of this Agreement and for a minimum of one (1)year beyond the term of this Agreement. .ARTICLE 19: INDEMNIFICATION AND LIABILITY Section A: This Article is included for informational purposes only and consistent with the mandate specified in County Ordinance No. 3809, adopted on February 12, 2042. Section B: County Ordinance 3809 states,the following: I. Any obligation or legal liability of the Authority, whether statutory, contractual or otherwise, shall be the obligation or liability solely of the Authority and shall not be the obligation or liability of the County of Butte. 2 The Authority has no power to bind the County to any contractual or legal obligations. Nor may the obligees of the Authority seek recourse against the County of Butte for any financial or legal obligation of the Authority. 3. The Authority shall not be deemed to be the employer of IHSS providers for purposes of liability because of the negligence or intentional torts of the IHSS providers. Employees of the Authority shall not be employees of the County for any purpose." Page 24 of 26 i 1 Section C: The Public Authority shall not be held liable for any action or omission of any Provider whom the Public Authority did not list on its registry or otherwise refer to a Consumer. ARTICLE 20: SOLE AND ENTIRE AGREEMENT SAVINGS MODIFICATION AND WAIVER Section A: Sole and Entire Agreement This Agreement, together with any appendices and/or side letters, concludes all collective bargaining between the parties and constitutes the sole and entire agreement between the parties and supersedes any prior agreements or j understandings, oral or written, express or implied, or practices by the Public Authority with regard to the Providers` bargaining unit. E The parties acknowledge that, during the negotiations that resulted in this Agreement, each had the unlimited right and opportunity to submit proposals with respect to any subject matter not otherwise prohibited by law and that the agreement reached by the parties following the exercise of that right and opportunity is set forth in this Agreement. In the event that any Article, Section or portion of this Agreement is i declared invalid by a court of competent jurisdiction or is in contravention of any applicable law, the remaining provisions to this Agreement shall not be invalidated thereby and shall remain in full force and effect. Section B: Modification No agreement, alteration, understanding, variation, waiver or modification of any of the provisions contained herein shall in any manner be binding upon the parties hereto unless made and executed in writing by all parties hereto and, if required, approved by the Public Authority Board. Section C: Waiver The waiver of or any breach of terms or conditions of this Agreement by either party shall not constitute a precedent in the future enforcement of all its terms and provisions. Page 25 of 26 ARTICLE 21: TERM The term of this Agreement shall commence upon its ratification by the Union and adoption by the Public Authority Board and shall remain in full force and effect through September 30, 2012. Signed and entered into day of , 2012. UNION RATIFICATION Ratified by the California United Homecare Workers Butte County bargaining unit on March $ 2012. For the Public Authority: For CL HW: 3 Cathi Grams Gail Ennis Director, Butte County Department Association President of Employment and Social Services Jack Hughes Loretta Stevens Chief Negotiator Chief Negotiator Butte County IHSS Public Authority CUHVi7 COUNTY RATIFICATION Ratified by the Butte County IHSS Public Authority Board this day of , 2012. Minute Order No. Steve Lambert Chair of the Butte County IHSS Public Authority Board ATTEST: Paul Hahn, Chief Administrative Officer and Clerk of the Butte County IHSS Public Authority Board Page 26 of 26 J ' � U IID t2 O �_ Ln LA � m o � m S co H CL .x CL Amo m pq W V 3 E H I i ' L 30 Z Wva •0 •� x m E d �.. 4-1 n� v a -pro fa ca co > ca CLas h m O 0 E z3 ca - cu •� ra Cc a v ca cu a w +r zc v > CU fu x 12 fa p Q D O G v D d V O O Q 4'—N © � O `C3 C� "� `: SZ A O +-� a) r•1 Qi T. q3 „O _ •� •� tri •Q CU i CL ru ai iL 0 4-j Q} (iy U i u1 i a a "rs cu _ ca 0 N 0 •`�' �y4-Js= w is - v v 0 :�' as m c W 0 3 Q �- {A .C� N , W 0 a� R. tt3 fuC7 O E m �. cu 0 v vi to . U C7 M o W v 4-J �' I 0 a y z s= �C v v cu v E Z 4a pG a o c C ca 4 ca C 0 w v� = 0di Ij ' `u ` m L v 41 4., v a v E p t.3 •Q E to p �- .N M .�, cv a� v m CL S � ams ' C -p 4 CL 0 ca e40 L JO E c a) (A i i N N tXi3 '+- X L 4-j cu 401 33. qty "�! O >+ N X >1 •� # a cu V' • m cu U fid. . - NO 1 ro cu N y.. N N Ln Ln Cn , i ■ r � r j W I ! M V ` i i Ck I zlei n Q 43 tw b o L CL S2 Q E m E E Fye „0ca '' tn LA m �� �' V) 1 >� m '� a s X QNS .� Q L x Z3 G�7 > +' ` cn o N 4-+ Q U U LLu 41 UJ L LLJ LLI j } Li z� �'n .� Q W = t1.! ro LL rL ca Qin 0 t19 W d3 d LLL! w Vim'! Ni LU u H \ Lu 5 u CL j d C Z o j L 30 x co a m E cu EL . cn .x CL /� N CL �r o W CL a v 4 CL v U - 'U' L- �' N c a ca 4-1 0)) CL 4A L w t 11 a Co a ,m Z w p u�i a E p � m E • cru -a GJ CL 'v y0 ;tZ 0 fu (Ac� a� o Q M co ~ .L° -� cu 4-0 � 4a CU m -�s U W _r-L 42 ti Ln (D W +� L in. � cu o0 }. rU 4-J V v o ° zz � u ~ W o �` y' � N UJ ca p cu CL LU CD w u° Q w U cn � 4 o } E L 30 S nova CLr � c Qj - � s. Q O 4? � O 44 * O © O L.C1 © k S"). ems-! N O- .2 D 't/!. vl/ D u w u aj 4w .� ' (n © p W C3 'Im t4-1 w (D ..1 Q m 4- 4—j W v w aj aj4.1 ° v a cz '• m N C1 .0 .� E U •(� 4-J N .- t Qa a� c o a 2 Q. 41 C r S- { �L'i Y3 S a +� CLw a o cri CD LU 0 co 4- W cri a s 0- 0 Q. C R 4l �3 r3 C CO 0 � �- p) O IE w 0 »0 0 CO aha W .- CO N N U w w O a C a a Lti O C 7 O C6 0 C s 0 CU o � ) Low c� o � E EWe- 100 Emo i • v- � LYS U Q) a i 'a' • ny ,. O cu O O 01 � O. r rr 0 0 s- O 13L C a O ca a '� 0 .� a aim � � aai 0 y.Cc� CO 0 c � IDs• � 0) M v � � o •� O a W CL o tll ►,.> 00 tY' a7 0 — cd 0 t= U Q Qj Q) W NllZK ' 4Z Co fm cc p� Q! is E' U 0 0 ?' s irir i L� �,- L V3 c 0 [a a) ca "�""�" '�S tVj a O oma , cn ^a 0. � o � Q) C 0 "z3c� = i " yrs• ECI.. } as ,. CU 0 CL 0 CU h� '1. *15Tr cd co 0 CL 0 � � � o 00 � Q) Q7Qj � I cd CD Im- a ( E � a. (� o cn E cu o co oom ' ro CL 0 Q. CL 0 � . 1 k F w i � Q t v m n a . a W I 00 IR .a 0) N v W " •s 4 w s a cu L * ~ I i Il i E - Pan American Insurance Company (IHSS Gap Coverage) This Contract, dated as of the last date executed by the agent of the Butte In-home Supportive Services Public Authority hereinafter referred to as "AUTHORITY", and the professional service contractor indicated in the variable information table below, hereinafter referred to as"CONTRACTOR." VARIABLE INFORMATION TABLE Term of This Contract Com et Dafes_tn:lust One o th`e'Pall_`ovu n Tree Row<sx Term Be ins Term Completion Date Qn.Follain Date .,_.. June 01, 2012 0n:-Foltawtn Date May 31, 2013 AUTHORITY Department HR/DESS ° Basis of Price Do Not More Than One of the FollowingFour Blocks Price Fixed Price _ A tl,. ricer, . EO SFr mi7_.a.f�_ Month/ Price 1ioLr( Rates ,. ft- Not-to-Exceed Price $ 1,770,300.00 Jif Reasanabfe Ex eases are authorized inaefifiot�to Hour� F3ate, CONTRACTOR Contact Information AUTHORITY Contact Information CONTRACTOR Pan American Life Insurance AUTHORITY Butte In-Home Supportive Services Public Group Agency Authority Primary Contact Lynn Schramm Prima Contact Lisa Sol Address 3701 W. Plano Parkway Suite 250 1 Address P.O. Box 1649 City,State&ZIP Plano, TX 75075 City, State&ZIP I Oroville, CA 95965 Telephone 214 291-7485 Telephone 530 538-7364 Email I Ischramm@palig.com I Email Isol@butteAUTHORITY.net WHEREAS,AUTHORITY desires to have work described in the Attachment I1-Scope of Work performed; and WHEREAS, CONTRACTOR possesses the necessary qualifications to perforin the work described herein; NOW THEREFORE BE IT AGREED between the parties to this Contract that this Contract is subject to the provisions contained in the following attachments, which are made a part of this Contract. Should there be any conflicts between this Contract and the attachments that are incorporated herein precedence shall first be given to the provisions of this Contract followed by the attachments, in descending order, as indicated below: Attachment III—Terms and Conditions(including Exhibit"A") Attachment]— Insurance Requirements for AUTHORITY Contracts Attachment VI—Professional Credentials Attachment II— Scope of Work(including Exhibit"B") By signature below,the AUTHORITY Agent or his/her deputy certifies that this is a non-standard template and minor, non- material alterations have been made to Attachment III—"Terms and Conditions"and/or the Attachment I—"Standard Insurance Requirements." Cathy Grams, Public Authority Signature Date This Contract and the above listed Attachments represent the entire undertaking between the parties. AUTHORITY CONTRACTOR By Steve Lambert Carlo Mulvenna,Vice President Chairperson of IHSS Board Pan American Life Insurance Group REVIEWED FOR FISCAL CONTROL, REVIEWED AS TO FORM SUBJECT TO BUDGETARY APPROPRIATION BRUCE S.ALPERT General Services Contracts Division BUTTE AUTHORITY COUNSEL By By Professional Services Contract-GT$25K Initial Publication Current as of 4/6/2012 Butte AUTHORITY General Services Page 1 of 19 I ATTACHMENTI INSURANCE REQUIREMENTS For Professional Services Agreement Before the commencement of work, Contractor shall submit to AUTHORITY: (1) Certificates of Insurance for all relevant coverage(s) listed in Section A below; (2)All Endorsements listed in Section B below; and (3) a "Declarations Page" listing the titles of all endorsements to the Commercial General = Liability (CGL) policy. A. MINIMUM SCOPE LIMIT OF INSURANCE—Coverage shall beat least as broad as: 1.) Commercial General Liability. Insurance Services Office (ISO) 'occurrence" form CG 00 01 12 07 CGL or equivalent on an "occurrence" basis, including bodily injury, property damage, contractual liability, medical expenses for any one person, personal and advertising injury, products-completed operations coverage and policy limits of no less than $1,000,000 per occurrence. If a general aggregate applies, either the general aggregate shall apply separately to this projectilocation or the general aggregate shall be twice the required occurrence limit. 2.) Automobile Liability Insurance. ISO form CA 0001 covering (any auto) Code 1 or if Contractor has no owned autos, hired (Code 8) and non-owned autos (Code 9), with limits no less than $250,000 per passenger and $500,000 for all passengers. (Not required if Contractor provides written verification he or she will not be using a vehicle to perform the scope of work described in the contract.) 3.) Workers' Compensation Insurance. As required by the State of California with Statutory Limits and Employer's Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury and disease. (Not required if Contractor provides written verification he or she has no employees.) 4.) Professional Liability(Errors and Omissions) Insurance. (If applicable. See Note below.) Insurance appropriate to the Contractor's profession with limits no less than $1,000,000 per claim, and$2,000,000 aggregate. If Contractor maintains higher limits than the minimums shown above, AUTHORITY shall be entitled to the higher limits. B. INSURANCE POLICY ENDORSEMENTS 1. The Commercial General Liability policy shall contain or be endorsed to contain the following: The AUTHORITY, its officers, officials, employees, and volunteers are covered as additional insured's on the CGL policy with respect to liability arising out of work performed or operations performed on behalf of Contractor including materials, parts, or equipment furnished in connection with such work or operations. For any claims related to this contract, the Contractor's insurance coverage shall be primary insurance as respects the AUTHORITY, its officers, employees and volunteers. Any insurance or self insurance maintained by the AUTHORITY, its officers, employees and volunteers shall be excess of the Contractor's insurance and shall not contribute with it. The insurance afforded by this policy shall not be cancelled except after thirty days prior written notice by certified mall return receipt has been given to the AUTHORITY. 2. Workers'Compensation Insurance. Professional Services Contract-GT$25K Initial Publication Current as of 4/6/2012 Butte AUTHORITY General Services Page 2 of 1 19 The Contractor's Workers' Compensation Insurance policy shall contain or be endorsed to contain a waiver of subrogation in favor of the AUTHORITY, for all work performed by Contractor, its employees, agents and subcontractors. C. OTHER INSURANCE PROVISIONS 1. Primary Coverage - For any claims related to this contract, Contractor's insurance shall be primary insurance as respects the AUTHORITY, its officers, employees and volunteers. Any insurance or self insurance maintained by the AUTHORITY, its officers, employees and volunteers shall be excess of the Consultant's insurance and shall not contribute with it. However, Contractor's insurance may contribute with other additional insureds providing primary insurance coverage for the same"occurrence', offense, claim or suit. 2. Notice of Cancellation-Each insurance policy required above shall not be canceled, except after thirty(30)days' prior written notice(10 days for non-payment) has been given to the AUTHORITY. 3. Waiver of Subrogation - Contractor hereby grants to AUTHORITY a waiver of any right to subrogation that an insurer of said Contractor may acquire against the AUTHORITY, by virtue of payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the AUTHORITY received a waiver or endorsement from the insurer. 4. Deductibles and Self Insured Retentions -Any deductibles or self insured retentions must be declared and approved by the AUTHORITY. The AUTHORITY may require the Contractor to provide proof of ability to pay losses and related investigations, claims administration, and defense costs within the retention. 5. Acceptability of Insurance Carriers-Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to AUTHORITY. (A.M, Best Ratings can be accessed over the internet for no cost at www.ambest.com . 6. Claims Made Policies If any of the required policies provide coverage on a claims-made basis then the following requirements must be met: a.) The Retroactive Date of the .policy must be shown and must be before the contract or beginning of contract work. b) Insurance must be maintained and evidence of insurance must be provided for at least five (5)years after completion of the contract work. c) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after the completion of contract work. 7. Verification of Coverage-Contractor shall furnish the AUTHORITY with: a)original certificates of insurance, b) all amendatory endorsements or copies of applicable policy language effecting coverage required by Attachment 1, and c) a declarations page listing the title of all endorsements to the CGL policy. All certificates, endorsements, CGL declaration page and Insurance Agent Checklist are to be received and approved by the AUTHORITY before the Contactor begins work under this contract. The AUTHORITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 8. Subcontractors - Contractor will require and verify that all subcontractors maintain insurance meeting all the requirements stated herein or cover subcontractors under their insurance policies. Professional Services Contract-GT$25K Initial Publication Current as of 4/6/2092 Butte AUTHORITY General Services Page 3 of 19 h I Upon request, Contractor shall provide AUTHORITY proof that all subcontractors are covered by their own insurance or the Contractor's insurance policies. 9. Special Risk or Circumstances -AUTHORITY reserves the right to modify these requirements, # ' including limits, based on the nature of the risk, prior experience, insurer, coverage or special circumstances. s I • I i f i s i II l t I Professional Services Contract-GT$25K Initial Publication Current as of 4/6/2012 Butte AUTHORITY General Services Page 4 of 19 I Attachment 11 Scope of Work Unless indicated otherwise herein, the CONTRACTOR shall furnish all labor, materials, transportation, supervision and management and pay all taxes required to complete the project described below: Purpose. Parties acknowledge the purpose of this Work is to provide Limited Benefit Indemnity Plan coverage to eligible employees herein identified and hereafter referred to as Providers. Benefits Description. CONTRACTOR shall provide coverage in accordance with PanaMed Benefit Description which by this reference is made part of this contract, labeled as Exhibit B and incorporated herein; referred to hereafter as PanaMed. Limitation of Coverage. Parties to this contract acknowledge that PanaMed is not basic health insurance or major medical coverage, but rather, is a limited benefit plan that pays a fixed benefit amount to help cover the cost of common medical services. Included Benefits. Parties to this contract acknowledge that PanaMed includes medical, dental and vision benefits; accident benefits and accidental death and dismemberment benefits; and prescription drug plan benefit. Governing Provision. Parties acknowledge this Work and coverage/benefits shall be consistent with the provisions of the most current Memorandum of Understanding (MOU) between Butte County In-Home Supportive Services Public Authority and California United Homecare Workers Union (CUHW) which is stated here for reference only and not made part of this agreement. Duties and obligations of the CONTRACTOR Use of Affiliate Subcontractor(s). 1. CONTRACTOR shall provide the benefits stated above through affiliate subcontractors by presenting AUTHORITY with separate application documents which shall be executed separately by AUTHORITY on behalf of In-Home Supportive Services. 2. CONTRACTOR shall provide the appropriate affiliate subcontractors and assume responsibility for their fulfilling their obligations to AUTHORITY under separate agreement with the individual affiliate subcontractors. 3. Third Pady_Administrative Service Provider. a. CONTRACTOR shall provide a Third Party Administrative Service Provider with whom AUTHORITY.shall develop separate agreement. b. AUTHORITY shall be able to decline to work with CONTRACTOR's recommendation. c. If recommendation by CONTRACTOR is unacceptable AUTHORITY may make other arrangements or this contract shall be in default until agreement on Third Party Administrative Services Provide can be reached. d. During any default condition, Parties shall continue to perform their duties and obligations in pursuit of resolution until termination of this contract either by notice or breach. 4. CONTRACTOR shall provide as much notice as possible but no less than thirty (30) days notice of any change to Third Party Administrative Service Provider. Eligibility Criteria. CONTRACTOR shall accept Providers for coverage in accordance with eligibility criteria covered in Article 12 of the MOU. Grievances and Disputes. CONTRACTOR shall comply with most current Third Party Administrative Service Provider agreement identified here as reference only. The most current agreement titled, The Butte County IHSS Public Authority Administration Services Agreement and in particular Article 13 titled Dispute Resolution stipulates appropriate procedures for any grievances and/or dispute that may arise in association with this contract. Professional Services Contract-GT$25K Initial Publication Current as of 416/2012 Butte AUTHORITY General Services Page 5 of 19 i i Billing and Invoices. 1. CONTRACTOR shall provide a monthly invoice no later than the 15th day of each calendar month. 2. CONTRACTOR's monthly invoice shall provide at a minimum: reference to this contract number, and a current record of Providers including at least: Provider Name SSN Enrollment Date 3. CONTRACTOR shall provide invoices in a format acceptable to the AUTHORITY's Program and � i Accounts Payable unit requirements. 4. CONTRACTOR shall comply with Butte County IHSS Public Authority Administration Services Agreement for timeliness of invoice processing and delivery. i 5. CONTRACTOR shall accept partial payment of invoices where AUTHORITY has made notification of dispute. I 6. CONTRACTOR shall reconcile disputes on subsequent/next invoice. COBRA Obligation. CONTRACTOR shall comply with The Butte County IHSS Public Authority Administration Services Agreement and in particular Article 11 titled COBRA. Entire�t r of Compensation. CONTRACTOR by execution of this contract acknowledges that the compensation as stipulated herein is the only financial obligation of AUTHORITY. Duties and obligations of the AUTHORITY Timely Notifications. 1. AUTHORITY shall make timely timecard notification to State of California on or about the 15th of the calendar month. 2. AUTHORITY shall make timely notification to CONTRACTOR of invoice dispute once identified. 3. AUTHORITY shall make timely payments of invoices not in dispute or partial payment of invoices in dispute. AUTHORITY shall have a reasonable period of time not less than 10 business days for review of invoice prior to submitting invoice for payment. Premium Payments. 1. AUTHORITY shall comply with premium payments to CONTRACTOR for each eligible Provider in accordance with MOU Article 12 providing the following: a. CONTRACTOR and/or its successors or assigns makes provision in accord with agreement herein stated including all referenced documents and their requirements; and b. CUHW fulfills its obligations as stipulated in The Butte County IHSS Public Authority Administration Services Agreement,and c. No alteration in the reimbursement/participation levels from the Federal or State programs from the current level of$0.60/hour; and d. Premium shall be $281.00/month/eligible enrolled Provider up to a maximum of 525 Providers. No alteration in this rate shall be allowed for the duration of this contract. Maximum Not to Exceed Payment,. The maximum not to exceed payment amount of this contract shall be$ 1,770,300.00. Professional Services Contract-GT$25K Initial Publication Current as of 4/6/2072 Butte AUTHORITY General Services Page 6 of 19 rr �� kyg- I U � o U U:) Ln 12.PO41 -0 4„ C C, ; rra�y y ca r-+ Z7 U . Professional Services Contract-GT$25K Initial Publication Current as of 4/6/2012 Butte AUTHORITY General Services Page 7 of 19 0 x i X 4J 5 I x to CO ro CD m C 5, CL CL tA 4W I a3 0 X L 0 x co m 0 o E E CL m M iv E Im g - =) w & n -0 vt 0j >_ CD M n- 3 = A m CD 03 M _M0 40- 0 4D i > > -0 401 O3 Oiq^ LD L) 2 U 49 4 V A (0 1 1w V CL, > o CL M i m 0 Z3 C31 I qA 42 M > 0 x i w U fa w E i 4 E TI y E �6 U m tw 0 4 E 1101. 4 1 0 m m IL 1V Ui IV CL M 0 E Z LU Uj 4j n -4-3 LU JU CU tn E CL t4 C -W = 0 "ai -0 w z C 42 U. = CO to 0 I E V) 0 0 a) I — W r- > -mc th 0 I > 0 E .0 to E m a = 0 — Z m ro 0 W CL S '.6, m :, I tip 4 U 1) U 0 4-0 w L) Professional Services Contract-GT$25K Initial Publication Current as of 416/2012 Butte AUTHORITY General Services Page 8 of 19 Q Q 43 R (n Ee) N x X +- m C ro xf d r6r0 y``II7 r N (1 f(s vii (a 3 c CL`a • o }; m as c a) o aGi 'tra i u CL v C3 Q fA o e-I C 0 CD M M N tai" ri cn x AA i rI} -V} CL p n "f r LU � a a LU o U Z � 1p 5 `° a m d Of Lo .� w E GC1~ � � c c v L -v ta UCLILLa3 .� z Q J V) 41, CCaM 41p- 0. wQ LL' a LL L1. !� tU = r6 «Q O 0 h '�s ' ajP CL Zn V,CIL � � d 'E mE � z [0 G1 h 7 s; v S .a W V Q a rr an r- V d) Z y U a) (a t; 16 .� R Q ce- Lu = r2. Z L 0 CC�p: Q, 0 F4 CJG U Professional Services Contract-GT$25K Initial Publication Current as of 4!6!2012 Butte AUTHORITY General Services Page 9 of 19 i 1 } l ' ?G M m I 41 U v •fX0 v 0 o I ro E D � �r•p�`,L � I of L -° •vi m C► t2 Ts • ° -� a nor o w to (a rL U v AA- U i O Q. C i -V, i v f!} ia I � t A V Ln W (� , . • > ai ..a 4 T-1m ? .d s_ V'} — . a (D yam, a 10 r» uti 41 &- P, O Z N 42 ftf O OST t/} t til] a1 to C/f C C7 1a) E CL CL u LLtd CL CL L3' cri O 03 r- 4a V L ca 0- ,v_, to ray 7 M ao `- � ,v w — E 2 y o • a � yCc d � � d � � Z3 (1) Z w Professional Services Contract-GT$25K Initial Publication Current as of 4/6/2012 Butte AUTHORITY General Services Page 10 of 19 k \ / « ` 0 \ § \ \ k § d ' . 2 % f ' = 7 � a k ( \ \ k R 2 r4 \ k $ . . 2 CL � 2 CL 13m / - /ro . U a &t3 m 2 V &J © t \ 7 � $ { 1 | q ! I 2 § { 7 { q E f - � k / ƒ J 22 ) ( ) f .5 e . e E 3 + 2 m 2 § ■ r 2 � \ k 44 � g m o b w2 % � m J 2 m . E \ $ k / t 0 8 ■ _ 2 � t § / $ \ t3 2 k � q S L 2 2 « o « « 2 in a . < 2 $ Prof AU Services Contract-c»RInitial%b� KeCurrent a#4Btr02q Butte AUTHORITY _alServices &9 g of 19 I ID , o D E m a mUJ ui tri mw thmW m i ui A q U. mma m CL ir— >i a 10 C m m , -0C: �g �Y �oo $ QQ Sam "6� ro � a� oeKs ti —0d L � (b0k2 ts 10 G$ GO 0 61 � o o " o m o i �► © 0c 2-N� �' [2 13) EES .. + ,Ki a" N G� ei r v � u >= m m E� E T v Sr Ctf �m oma c E m Im m 0 !A o ©� Yah m °1Cd mo Lys } c 0uvCd � i 008 �6 F12 ID C aro o� am � �y Qa U) c (0 10 Z`O aa,w ac QO10$ � � ocm ' Q oto D .d..a Ugym ID ID . E 18 4.0 E 2.2 N P Jim m m%. m9 Qct � � >.� > � u 6L fa N Z- D C /(� Lo Q ll y m rwwA CL .Q? E w8 b B 9 I Professional Services Contract-GT$25K Initial Publication Current as of 4/6/2012 Butte AUTHORITY General Services Page 12 of 19 i 4 r 1 v4 00 d w ti 4 b a � r 2 fi fi a w END SCOPE OF WORK Professional Services Contract-GT$25K Initial Publication Current as of 4/6/2012 Butte AUTHORITY General Services Page 13 of 19 r Attachment III l TERMS AND CONDITIONS i 1. Scope of Work. The work to be undertaken is identified in the attached Attachment II — Scope of Work"which is made a part of this Contract. 2. Reimbursement. The work shall be performed for the Fixed price, Annual price, Monthly price or Hourly rate as indicated above in the variable information table, but shall not exceed the Nat-to- Exceed Price if included in the variable information table_ Reasonable expenses if authorized and specified in addition to the Hourly Rate if both the Hourly Rate block and the block authorizing Reasonable Expenses are checked in the variable information table. Payment shall be made after the Project Manager or designee reviews and approves the work and after submittal of an invoice by the CONTRACTOR. Expenses and or materials if stipulated shall be paid only upon prior approval and with receipts and only after review and authorization by the Project Manager. i f 3. Authority Proiect Manager. The Project Manager or designee for this undertaking who will receive payment invoices and answer questions related to the coordination of this undertaking is identified above in the variable information table. i 4_ Independent Contractor. CONTRACTOR is an independent contractor, working under his/her own supervision and direction and is not a representative or employee of AUTHORITY nor is the CONTRACTOR a partner or in any way directly affiliated with the AUTHORITY. CONTRACTOR agrees to file tax returns, report compensation and pay all applicable taxes on amounts paid pursuant to this Contract. 5. Ownership. CONTRACTOR by execution of this contract acknowledges that this is a Work for Hire agreement and hereby grants ownership of all work performed by the CONTRACTOR under this agreement to the AUTHORITY. The AUTHORITY shall retain the exclusive right of ownership to the work, products, inventions and confidential information produced in performance of this contract for the AUTHORITY by the CONTRACTOR. 6. Confidentiality. The CONTRACTOR shall comply as follows and in accordance with the required performance of this contract: a. All applications, records, data or any information concerning any individual made or kept by any public office, officer or department obtained by the CONTRACTOR in the performance of duties or as a consequence of performing said duties, shall be the confidential property of the AUTHORITY and shall not be communicated, transmitted, reproduced or in any other way conveyed to any person not directly a party to this contract, its terms and conditions in accordance with all applicable laws and regulations including but not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and any implications thereof including destruction of records or data as appropriate under compliance criteria. b. No person will publish or disclose or permit or cause to be published or disclosed any data, facts, figures, list of persons or any other form of information obtained by the CONTRACTOR in the performance of duties or as a consequence of performing said duties. No person shall i publish, disclose, or use or permit, or cause to be published, disclosed or used any confidential information pertaining to any individual or group of individuals obtained by the CONTRACTOR in the performance of duties or as a consequence of performing said duties. c. CONTRACTOR agrees to inform all employees, agents, associates and partners on the above provisions and that any person knowingly and intentionally violating the provisions of this clause is guilty of a misdemeanor. CONTRACTOR shall bear equal responsibility for any violation of the provisions of this paragraph. d. CONTRACTOR agrees and understands that if confidential information concerning any Professional Services Contract-GT$25K initial Publication Current as of 4!612012 Butte AUTHORITY General Services Page 14 of 19 individual made or kept by any public office, officer or department is obtained by the CONTRACTOR and included on any memory device that may be housed in a computer, or other device (such as a "PDA") may become subject to Federal HIPAA requirements and/or any state or local regulations that apply which could result in surrender of the hard drive, sanitization or the destruction thereof in accordance with Department of Defense (DoD) 5224.22-M standard and/or industry standards current to time of the release of the equipment which ever represents the greatest level of (permanent) information destruction. At the very least, at the end of this contract, CONTRACTOR may be required to stipulate to the fact that no such files exist. 7. Termination. This Contract may be terminated by either the AUTHORITY on behalf of the AUTHORITY or CONTRACTOR by a thirty day written notice. Authorized costs incurred by the CONTRACTOR will be reimbursed up to the date of termination. Notwithstanding anything stated to the contrary herein, this Contract shall expire on the Completion Date indicated in the above Variable Information Table unless the Completion Date is modified by written amendment to this Contract. 8. Indemnification. CONTRACTOR agrees to accept responsibility for loss or damage to any person or entity, and to defend, indemnify, hold harmless and release the AUTHORITY, its officers, agents and employees from and against any and all actions, claims, damages, disabilities or expenses that may be asserted by any person or entity, including CONTRACTOR, to the extent arising out of or in connection with the negligent acts or omissions or willful misconduct in the performance by CONTRACTOR hereunder, whether or not there is concurrent negligence on the part of the AUTHORITY, but excluding liability due to the active negligence or willful misconduct of the AUTHORITY. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for CONTRACTOR or its agents under worker's compensation acts, disability benefit acts, or other employee benefits acts. CONTRACTOR shall be liable to AUTHORITY for any loss of or damage to AUTHORITY property arising out of or in connection with CONTRACTOR's negligence or willful misconduct. 9. Right to Monitor/Audit and Associated Liability. It being understood by the parties hereto that the AUTHORITY's funding source herein may be County, State and/or Federal appropriation, and therefore CONTRACTOR is responsible for administering the program as described herein, CONTRACTOR agrees to accept responsibility for receiving, replying to and/or complying with an any audit of this project which may be deemed appropriate or required in compliance with AUTHORITY, State or Federal mandates and to reimburse the AUTHORITY as agent of the AUTHORITY for any liability upon the AUTHORITY for any discrepancy resultant from said audit exceptions or for any liability that result from a breach of contract, misrepresentation or inaccuracy. 10. Record Retention and Availability. CONTRACTOR shall maintain and preserve all records related to this agreement in its possession (or will assure the maintenance of such records in the possession of any third party performing work related to this agreement) for a minimum period of three (3) years from the effective date of this agreement, or until all State and/or Federal audits are complete, whichever is later. Upon request, CONTRACTOR shall make available copies of these records to County, State or Federal Governments' personnel, including but not limited to the State Auditor General. In the event that this contract is related to a FEMA grant record retention shall be three years from the date of the Grant Close-out letter. 11. Insurance Requirements. CONTRACTOR shall procure and maintain for the duration of this Contract, insurance against claims for injuries to persons or damages to property which may arise from, or be in connection with the performance of the Work hereunder by CONTRACTOR, CONTRACTOR's agents, representatives, employees and subcontractors. At the very least, CONTRACTOR shall maintain the insurance coverage, limits of coverage, and other insurance requirements as described in Attachment I to this Contract. 12. Chanqes to the Contract. Changes to this Contract may only be approved by written amendment to this Contract. No alteration or variation of any term or condition of this agreement shall be valid unless made in writing, signed by the parties hereto in accordance with AUTHORITY Policies and Professional Services Contract-GT$25K Initial Publication Current as of 4/6/2012 Butte AUTHORITY General Services Page 15 Of 19 Procedures. No oral understanding or agreement not incorporated as a duly authorized written amendment shall be binding on any of the parties hereto. ? i , E 13. Representations and Warranties. CONTRACTOR by execution represents the skill, knowledge, proficiency and expertise to perform as herein stipulated and warrants that the credentials presented herein Attachment VI are authentic, current and duly granted. I 14. Contractor's Standard of Care. AUTHORITY has relied upon the professional ability, experience, and credentials presented and represented by the CONTRACTOR as a material inducement to enter into this Contract. CONTRACTOR hereby warrants that all of CONTRACTOR's work will be performed in accordance with generally accepted and applicable professional practices and standards as well as the requirements of applicable Federal, State and local laws, it being understood that acceptance of CONTRACTOR's work by AUTHORITY shall not operate as a waiver or release. Where applicable, the CONTRACTOR shall maintain the appropriate certification(s), license(s) or accreditation(s)through the life of this contract, as submitted and stipulated herein Attachment VI and make them available for audit upon request by the AUTHORITY or its agents. i 15. Termination for Exceeding Maximum Level of Expenditures. Contracts exceeding the monetary limits delegated to the AUTHORITY'S authorized deputies are not valid unless duly executed by the 3 Chair of the IHSS Board. If this Contract was executed for the AUTHORITY by authorized deputy, this Contract shall automatically terminate on the date that the provision of services or personal property or incurring of expenses, the cumulative total of which, exceeds the amount prescribed by E Government Code Section 25502.5 for personal services contracts. 16. Termination for Exceeding Maximum Term. Contracts exceeding the three year term delegated to the authorized deputies, are not valid unless duly executed by the Chair of the IHSS Board. If this Contract was executed for the AUTHORITY by authorized deputy, this Contract shall automatically i terminate on the date that the term exceeds three years. Amendments to this Contract, or new Contracts for essentially the same purpose, shall not be valid beyond the three year limitation unless duly executed by the Chair of the IHSS Board. I i 17. Compliance with Laws. CONTRACTOR shall comply with all Federal, State and local laws, rules and regulations including, without limitation, and not limited to any nondiscrimination laws. Specifically, the CONTRACTOR by executing this agreement stipulates and certifies that as an individual or as an entity, complies in good faith as well as all actions the following regulatory requirements at least but not limited to: a. Non-discrimination with regard to minority,women, and disabled veteran-owned business I enterprises; hiring practices on the basis of race, color or national origin, gender, handicaps or age. b. e=nvironmental protection legislation and in particular regarding clean air and water, endangered species, handling or toxic substances and the public right to know. c. Drug Free workplace, Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act and Public Health Service Act d. National Labor Relations Board Public Contract Code 10296. e. Domestic Partners—Public Contract Code 10295.3. f. ADA 1990 42 USC 12101 et seq. 18. Applicable Law and Forum. This Contract shall be construed and interpreted according to California law and any action to enforce the terms of this Contract for the breach thereof shall be brought and tried in the Superior Court of the County of Butte. 19, Contractor Performance and the Breach Thereof. The AUTHORITY may terminate this agreement and is relieved of the payment of any consideration to CONTRACTOR should CONTRACTOR fail to perform the covenants herein contained at the time and in the manner herein provided. CONTRACTOR shall be notified in a timely manner of default and provided 30 days in which to remedy the default. -If at the end of the 30 days, if remedy is not made or does not satisfy the default, the AUTHORITY shall notify the CONTRACTOR of the breach and thereby the 1 termination of this contract. In the event of such termination, the AUTHORITY may proceed with the Professional Services Contract-GT$25K Initial Publication Current as of 4/6/2012 Butte AUTHORITY General Services Page 16 of 19 work in any manner deemed proper by the AUTHORITY. The cost to the AUTHORITY shall be deducted from any sum due the CONTRACTOR under this agreement and the balance, if any, shall be retained by the AUTHORITY. 20. Contradictions in Terms and Conditions. In the event of any contradictions in the terms and/or conditions of this Contract, these Attachment III TERMS AND CONDITIONS shall prevail. 21. No Delegation Or Assignment. Provider shall not delegate, transfer or assign its duties or rights under this Agreement, either in whole or in part, directly or indirectly, by acquisition, asset sale, merger, change of control, operation of law or otherwise, without the prior written consent of AUTHORITY and any prohibited delegation or assignment shall render the contract in breach. Upon consent to any delegation, transfer or assignment, the parties will enter into an amendment to reflect the transfer and successor to CONTRACTOR. AUTHORITY will not be obligated to make payment under the Agreement until such time that the amendment is entered into. 22. Conflict of Interest:. CONTRACTOR and CONTRACTOR'S employees shall have no interest, direct or indirect, which will conflict in any manner or degree with the performance of services required under this contract. a. This contract is entered into by AUTHORITY upon the express representation that CONTRACTOR has no other contracts in effect with AUTHORITY except as described on Exhibit "A" hereto attached_ Exhibit "A" is hereby made part of this contract by it reference herewith and hereby subjugated to these General Terms and Conditions (Attachment II1). b. CONTRACTOR understands and will adhere to the AUTHORITY's policy that no contracts shall knowingly be issued to any current AUTHORITY employee or his/her immediate family or to any former AUTHORITY employee or his/her immediate family until two years after separation from employment, without notifying the County Director of the Department of Human Resources in writing: Brian Ring 3 County Center Drive Oroville, CA 95966 c. CONTRACTOR stipulates by execution of this contract that they have no business or other interest that provides any conflict with the interest of the AUTHORITY of Butte in the matters of this agreement. CONTRACTOR recognizes that it is a breach of ethics to not disclose any interest that may be a conflict to the AUTHORITY for the advice of Counsel on the matter prior to executing this contract. 23. Cannon of Ethics. CONTRACTOR by execution of this contract agrees to act in the best interest of and on behalf of the AUTHORITY in all matters, honest, fair, prudent and diligent as dictated by reasonable standards of conduct for their profession. 24. Severability. The terms and conditions of this contract shall remain in force and effect as a whole separate from and even if any part hereof the agreement is deemed to be invalidated. 25. No Implied Waiver. In the event that The AUTHORITY at any point ignores or allows the CONTRACTOR to break an obligation under the agreement, it does not mean that AUTHORITY waives its future rights to require the CONTRACTOR to fulfill those obligations. 26. Entirety of Agreement. This contract inclusive of all Attachments herein in stipulated and made part of the contract constitutes the entire agreement between these parties. Professional Services Contract-GT$25K Initial Publication Current as of 4/6/2012 Butte AUTHORITY General Services Page 17 of 19 EXHIBIT "A" Acknowledgement of Other Contracts with the County of Butte NONE E 1 i i s I i Professional Services Contract-GT$25K Initial Publication Current as of 4!612012 Butte AUTHORITY General Services Page 18 of 19 i ATTACHMENT VI PROFESSIONAL CREDENTIALS The CONTRACTOR herein presents the required and essential credentials for performance of this contract and warrants them to be authentic, current and duly granted. California Department of Insurance License # OH09354 Pan-American Benefits Solutions, Inc., doing business as Pan-American Benefits Solutions Insurance Agency, which is authorized to transact on behalf of Pan American Life Insurance Company. [verified 0410612012] Professional Services Contract-GT$25K Initial Publication Current as of 4!612012 Butte AUTHORITY General Services Page 19 of 19