Contract No. 19C4204 INDEPENDENT CONTRACTOR AGREEMENT (N ON-PROFIT) This Contract, which is effective on the date it is fully executed, is between the COUNTY OF SANTA CRUZ, hereinafter called COUNTY, and The Salvation Army a California Corporation hereinafter called CONTRACTOR. The parties agree as follows: 1. DUTIES. CONTRACTOR agrees to exercise special skill to accomplish the following results: North County Emergency Shelter Program for the County of Santa Cruz County Administrative Of?ce, (hereinafter ?the project?). 2. COMPENSATION. In consideration for CONTRACTOR accomplishing said. result, COUNTY agrees to pay CONTRACTOR as follows: Payment not to exceed $378,086, processed for payment as described in Budget (Attachment B). 3. TERM. The term of this Contract shall be: November 1, 2018 through June 30, 2019. Shelter operations shall be from November 15, 2018 through April 15, 2019. If this Contract is placed on the County?s Continuing Agreement List before the Contract term expires, the parties agree to extend the terms and conditions of the Contract as set forth herein, and as reflected in any executed amendment hereto, until the Contract is thereafter terminated. 4. EARLY TERMINATION. Either party hereto may terminate this Contract at any time by giving thirty (30) days? written notice to the other party. 5. INDEMNIFICATION FOR DAMAGES. TAXES AND CONTRIBUTIONS. CONTRACTOR shall exonerate, indemnify, defend, and hold harmless COUNTY (which for the purpose of paragraphs 5 and 6 shall include, without limitation, its of?cers, agents, employees and volunteers) from and against: A. Any and all claims, demands, losses, damages, defense costs, or liability of any kind or nature which COUNTY may sustain or incur or which may be imposed upon it for injury to or death of persons, or damage to property as a result of, arising out of, or in any manner connected with the performance under the terms of this Contract, excepting any liability arising out of the sole negligence of the COUNTY. Such indemni?cation includes any damage to the person(s), or property(ies) of CONTRACTOR and third persons. B. Any and all Federal, State, and Local taxes, charges, fees, or contributions required to be paid with respect to CONTRACTOR and of?cers, employees and agents engaged in the performance of this Contract (including, without limitation, unemployment insurance, social security and payroll tax withholding). 6. INSURANCE. CONTRACTOR, at its sole cost and expense, for the full term of this Contract (and any extensions thereof), shall obtain and maintain, at minimum, compliance with all of the following insurance coverage(s) and requirements. Such insurance coverage shall be primary coverage as respects COUNTY and any insurance or selfninsurance maintained by COUNTY shall be considered in excess of insurance coverage and shall not contribute to it. If CONTRACTOR normally carries insurance in an amount greater than the minimum amount required by the COUNTY for Page i this Contract, that greater amount shall become the minimum required amount of insurance for purposes of this Contract. Therefore, CONTRACTOR hereby acknowledges and agrees that any and all insurances carried by it shall be deemed liability coverage for any and all actions it performs in connection with this Contract. If CONTRACTOR utilizes one or more subcontractors in the performance of this Contract, CONTRACTOR shall obtain and maintain Contractor?s Protective Liability insurance as to each subcontractor or otherwise provide evidence of insurance coverage from each subcontractor equivalent to that required of CONTRACTOR in this Contract, unless CONTRACTOR and COUNTY both initial here A. Types of Insurance and Minimum Limits (1) Workers? Compensation Insurance in the minimum statutorily required coverage amounts. This insurance coverage shall be required unless the CONTRACTOR has no employees and certi?es to this fact by initialing here (2) Automobile Liability Insurance for each of vehicles used in the performance of this Contract, including owned, non?owned owned by employees), leased or hired vehicles, in the minimum amount of $500,000 combined single limit per occurrence for bodily injury and property damage. This insurance coverage is required unless the CONTRACTOR does not drive a vehicle in conjunction with any part of the performance of this Contract and CONTRACTOR and COUNTY both certify to this fact by initialing here (3) Comprehensive or Commercial General Liability Insurance coverage at least as broad as the most recent 130 Form CG 00 01 with a minimum limit of $1,000,000 per occurrence, and $2,000,000 in the aggregate, including coverage for: products and completed operations, bodily and personal injury, (0) broad form property damage, contractual liability, and cross?liability. (4) Professional Liability insurance in the minimum amount of combined single limit, if, and only if, this Subparagraph is initialed by CONTRACTOR and COUNTY B. Other Insurance Provisions (1) If any insurance coverage required in this Contract is provided on a ?Claims Made? rather than ?Occurrence? form, CONTRACTOR agrees that the retroactive date thereof shall be no later than the date ?rst written above (in the ?rst paragraph on page 1), and that it shall maintain the required coverage for a period of three (3) years after the expiration of this Contract (hereinafter ?post Contract coverage?) and any extensions thereof. CONTRACTOR may maintain the required post Contract coverage by renewal or purchase of prior acts or tail coverage. This provision is contingent upon post Contract coverage being both available and reasonably affordable in relation to the coverage provided during the term of this Contract. For purposes of interpreting this requirement, a cost not exceeding 100% of the last annual policy premium during the term of this Contract in order to purchase prior acts or tail coverage for post Contract coverage shall be deemed to be reasonable. (2) All policies of Comprehensive or Commercial General Liability Insurance shall be endorsed to cover the County of Santa Cruz, its of?cials, employees, agents and volunteers as additional insureds with respect to liability arising out of the work or operations and activities performed by or on behalf of CONTRACTOR, including materials, parts or equipment furnished in connection with such work or operations. Endorsements shall be at least as broad as Form CG 20 10 11 85, or both Page 2 01, covering both ongoing operations and products and completed operations. (3) All required insurance policies shall be endorsed to contain the following clause: ?This insurance shall not be canceled until after thirty (30) days? prior written notice (10 days for nonpayment of premium) has been given to: Santa Cruz County County Administrative Of?ce Attn: Fiscal 701 Ocean Street, Room 520 Santa Cruz, CA 95060 Should CONTRACTOR fail to obtain such an endorsement to any policy required hereunder, CONTRACTOR shall be responsible to provide at least thirty (30) days? notice (10 days for nonpayment of premium) of cancellation of such policy to the COUNTY as a material term of this Contract. (4) CONTRACTOR agrees to provide its insurance broker(s) with a full copy of these insurance provisions and provide COUNTY on or before the effective date of this Contract with Certi?cates of Insurance and endorsements for all required coverages. However, failure to obtain the required. documents prior to the work beginning shall not waive the obligation to provide them. All Certi?cates of Insurance and endorsements shall be delivered or sent to: Santa Cruz County County Administrative Of?ce Attn: Fiscal 701 Ocean Street, Room 520 Santa Cruz, CA 95060 (5) CONTRACTOR hereby grants to COUNTY a waiver of any right of subrogation which any insurer of said CONTRACTOR may acquire against the COUNTY by virtue of the 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 COUNTY has received a waiver of subrogation endorsement from the insurer. 7. EQUAL EMPLOYMENT OPPORTUNITY. During and in relation to the performance of this Contract, CONTRACTOR agrees as follows: A. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, ancestry, physical or mental disability, medical condition (including cancer?related and genetic characteristics), marital status, sexual orientation, age (over 18), veteran status, gender, pregnancy, or any other nonwmerit factor unrelated to job duties. Such action shall include, but not be limited to, the following: recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training (including apprenticeship), employment, upgrading, demotion, or transfer. The CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notice setting forth the provisions of this non-discrimination clause. B. If this Contract provides compensation in excess of $50,000 to CONTRACTOR and if CONTRACTOR employs ?fteen (15) or more employees, the following requirements shall apply: Page 3 The CONTRACTOR shall, in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR, state that all quali?ed applicants will receive consideration for employment without regard to race, color, creed, religion, national origin, ancestry, physical or mental disability, medical condition (including cancer?related and genetic characteristics), marital status, sexual orientation, age (over 18), veteran status, gender, pregnancy, or any other non?merit factor unrelated to job duties. Such action shall include, but not be limited to, the following: recruitment; advertising, layoff or termination, rates of pay or other forms of compensation, selection for training (including apprenticeship), employment, upgrading, demotion, or transfer. In addition, the CONTRACTOR shall make a good faith effort to consider Minority/Women/Disabled Owned Business Enterprises in solicitation of goods and services. De?nitions for Minority/Women/Disabled Owned Business Enterprises are available from the COUNTY General Services Purchasing Division. (2) In the event of the non-compliance with the non- discrimination clauses of this Contract or with any of the said rules, regulations, or orders said CONTRACTOR may be declared ineligible for further contracts with the COUNTY. (3) The CONTRACTOR shall cause the foregoing provisions of subparagraphs 7B(l) and 78(2) to be inserted in all subcontracts for any work covered under this Contract by a subcontractor compensated more than $50,000 and employing more than ?fteen (15) employees, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. 8. INDEPENDENT CONTRACTOR STATUS. CONTRACTOR and COUNTY have reviewed and considered the principal test and secondary factors below and agree that CONTRACTOR is an independent contractor and not an employee of COUNTY. CONTRACTOR is responsible for all insurance (workers? compensation, unemployment, etc.) and all payroll related taxes. CONTRACTOR is not entitled to any employee benefits COUNTY agrees that CONTRACTOR shall have the right to control the manner and means of accomplishing the result contracted for herein. PRINCIPAL TEST: The CONTRACTOR rather than COUNTY has the right to control the manner and means of accomplishing the result contracted for. SECONDARY FACTORS: The extent of control which, by agreement, COUNTY may exercise over the details of the work is slight rather than substantial; CONTRACTOR is engaged in a distinct occupation or business; In the locality, the work to be done by CONTRACTOR is usually done by a specialist without supervision, rather than under the direction of an employer; The skill required in the particular occupation is substantial rather than slight; The CONTRACTOR rather than the COUNTY supplies the instrumentalities, tools and work place; The length of time for which CONTRACTOR is engaged is of limited duration rather than indefinite; The method of payment of CONTRACTOR is by the job rather than by the time; The work is part of a special or permissive activity, program, or project, rather than part. of the regular business of CONTRACTOR and COUNTY believe they are creating an independent contractor relationship rather than an employer? employee relationship; and The COUNTY conducts public business. It is recognized that it is not necessary that all secondary factors support creation of an independent contractor relationship, but rather that overall there are signi?cant secondary factors that indicate that CONTRACTOR is an independent contractor. By their signatures on this Contract, each of the undersigned certifies that it is his or her considered judgment that the CONTRACTOR engaged under this Contract is in fact an independent contractor. Page 4 of 7 9. NONASSIGNMENT. CONTRACTOR shall not assign the Contract without the prior written consent of the COUNTY. 10. ACKNOWLEDGMENT. CONTRACTOR shall acknowledge in all reports and literature that the Santa Cruz County Board of Supervisors has provided funding to the CONTRACTOR. 11. RETENTION AND AUDIT OF RECORDS. CONTRACTOR shall retain records pertinent to this Contract for a period of not less than ?ve (5) years after ?nal payment under this Contract or until a ?nal audit report is accepted by COUNTY, whichever occurs first. CONTRACTOR hereby agrees to be subject to the examination and audit by the Santa Cruz County Auditor-Controller- Treasurer?Tax Collector, the Auditor General of the State of California, or the designee of either for a period of five (5) years after final payment under this Contract. 12. PRESENTATION OF CLAIMS. Presentation and processing of any or all claims arising out of or related to this Contract shall be made in accordance with the provisions contained in Chapter 1.05 of the Santa Cruz County Code, which by this reference is incorporated herein. 13. ATTACHMENTS. Should a con?ict arise between the language in the body of this Contract and any attachment to this Contract, the language in the body of this Contract controls. This Contract includes the following attachments: Attachment A Scope of Work Attachment - Budget 14. LIVING WAGE. This Contract is covered under Living Wage provisions if this section is initialed by COUNTY . If Item it 14 above is initialed by COUNTY, then this Contract is subject to the provisions of Santa Cruz County Code Chapter 2.122, which requires payment of a living wage to covered employees (per County Code Chapter 2.122.050, non-pro?t contractors are exempt from the living wage rate requirement of this chapter, but are not exempt from, and must adhere to, the ?non-wage? related requirements of County Code Chapter 2.122.100, 2.122.130, and 2.122.140, as well as all other applicable portions of County Code Chapter 2.122). Non?compliance with these Living Wage provisions during the term of the Contract will be considered a material breach, and may result in termination of the Contract and/or pursuit of other legal or administrative remedies. CONTRACTOR agrees to comply with Santa Cruz County Code section 2.122.140, if applicable. 15. NON-PROFIT CONTRACTOR MISCELLANEOUS REQUIREMENTS. The following requirements shall be met, in addition to any other requirements of this Contract: A. WEB LINKS If a non-pro?t CONTRACTOR has an organizational web site, it shall be a requirement of this Contract to provide links to the Santa Cruz County Government and Workforce Santa Cruz County web sites. 16. MONITORING PROGRAM FOR 501( 61(3) NONPROFIT AGENCIES. Each of the following requirements shall be met, in addition to any other requirements of this Contract. A. Within 180 days of the end of each of the ?scal years occurring during the term of this Contract, the CONTRACTOR shall provide the Contract Administrator with two copies of Financial Statements relating to the entirety of the Page 5 of 7 operations. Financial statements normally include: a Statement of Financial Position or Balance Sheet; (2) a Statement of Activities or Statement of Revenues and Expenses; (3) a Cash Flow Statement; and (4) a Statement of Functional Expenses. The Contract Administrator will forward one copy of the ?nancial statements to the Santa Cruz County Collector (1) For the purposes of this paragraph, ?scal year? shall be that period the CONTRACTOR utilizes for its annual budget cycle. (2) The Contract Administrator with concurrence of the ACTTC may agree to extend the deadline for the Financial Statements required by this paragraph. B. in the sole discretion of the County, the requirements of this paragraph may be exempted where the Contract Administrator and the ACTTC ascertain that such reporting is not essential, and both certify to its inapplicability by initialing here (And); (CA). C. The CONTRACTOR shall make a good faith effort to provide the Contract Administrator with timely notice of any event or circumstance that materially impairs the ?nancial position or substantially interferes with the ability to offer the services it has agreed to provide as set forth in this Contract. The Contract Administrator shall notify the ACTTC of any impairment upon being noti?ed by the contractor. D. For audit authority of the ACCTC refer to the paragraph on ?Retention and Audit of Records.? 17. UNTIL APPROVED. Regardless of whether this Contract has been signed by all parties, if the total compensation identi?ed in Paragraph 2 of this Contract is greater than $35,000, this Contract is not binding on any party until the Contract has been approved by the Santa Cruz County Board of Supervisors. 18. MISCELLANEOUS. This written Contract, along with any attachments, is the full and complete integration of the parties? agreement forming the basis for this Contract. The parties agree that this written Contract supersedes any previous written or oral agreements between the parties, and any modifications to this Contract must be made in a written document signed by all parties. The unenforceability, invalidity or illegality of any provision(s) of this Contract shall not render the other provisions unenforceable, invalid or illegal. Waiver by any party of any portion of this Contract shall not constitute a waiver of any other portion thereof. Any arbitration, mediation, or litigation arising out of this Contract shall occur only in the County of Santa Cruz, notwithstanding the fact that one of the contracting parties may reside outside of the County of Santa Cruz. This Contract shall be governed by, and interpreted in accordance with, California law. Page 6 of 7 . ?mwm m? ?Wynm??mwwm ywi? ?Aim ,w Em . wM . x. OATOE .. gm ww?wm? m. Contract 1904204 - Exhibit A SCOPE OF WORK 2018-2019 WINTER SHELTER The Salvation Army of Santa Cruz County, hereinafter also referred to as TSA (PROGRAM OPERATOR), a tax-exempt 501(c)(3) organization, shall provide emergency winter shelter at two locations from November 15, 2018 through April 15, 2019. ELIGIBILITY Shelter is available to adult men and women with or without children who tack a fixed or nighttime residence. SITES: Site: Veterans of Foreign Wars Post 7263 (VFW) 2259 7th Avenue, Santa Cruz, Ca 95062 Dates of operation: 11/15/18 through 4/15/19, 7 days a week Maximum Occupancy: 60 PROCEDURES 1. Pick up and drop off All individuals will be transported by bus to and from the VFW Hail and from shuttle bus stops at select locations to be mutualiy agreed upon between County and TSA prior to program opening. The shuttle bus stops will provide for pick up and drop off of participants in a manner that minimizes impacts for surrounding properties, including mitigation of engine noise from the shuttle bus to the extent possible. Background Checks Staff will perform a criminal records background check and a check of the national sex offender registry for all shelter guests. Homeless Management information System (HMIS) Intake procedures will include preparing a roster of shelter participants. Each member will be entered into the HMIS (Homeless Management information System) database if they sign the appropriate consent, and a Smart Path assessment including be performed if possible for each participant on their initial visit if they haven?t yet received the TSA will ensure data quaiity by working with HMIS provider Community Technology Aliiance. Storage of personal items Storage of valuables, bulky items and any contraband will occur at the intake site, distributed iockers, and/or the shelter site. Ali contraband wili be secureiy locked. Page 1 of 5 Contract 1904204 - Exhibit A SCHEDULE: 1. intake/shuttle service will begin at 4:30 pm, end at 6:00 pm 2. Drop off at shelters will be between 5:00pm 6:30 pm 3. Dinner will be at 6:30pm 4. Quiet period will begin at 10pm 5. Wake up will be at 6am with a light self?serve breakfast, clean-up of the site 6. Shuttles will be leaving the site beginning at 7am. STAFFING. SECURITY AND SAFETY Staffing plan: 0 1 Program Director it Deputy Program Director 1 First Alarm Security guard during the hours clients have access to outdoor areas 1. Lead Monitor 1 Monitor 1 lntake/HMiS staff On site staffing will consist of a minimum of 2 awake paid staff per shift at each location. Paid staff will wear an identifying shirt or jacket. There will be two paid shifts per night: 4pm to midnight and Midnight to 8am. Volunteer staffing: in addition to the above paid staff, volunteers will be provided with adequate training and participate in site preparation, meal service, and programming. The shelter training plan will include the following topics: 0 Basic shelter-oriented First Aid a CPR - Guidelines for working with difficult guests 0 Communicable and infectious disease control including lice, scabies, flu, tuberculosis and blood?borne pathogens (Hepatitis B, C, and 0 Safe Food Handling 0 Fire safety 0 Disaster preparedness All paid and volunteer staff will be instructed in the policies and procedures and a policy and procedures manual will be on site. It will include the record keeping for the shelter, emergency protocol and contact numbers, fire and evacuation plans, facility maintenance and site management. FACILETY PLANS Each facility has a Facility Plan that includes shelter requirements, safety, parking, neighborhood interface, showers, janitorial/storage expectations. 1. Shelter Requirements a. Shelter sites must meet applicable city and county zoning and building requirements. b. Shelter must be provided in a clean, safe, and well maintained environment. Page 2 of 5 Contract 1904204 - Exhibit A c. Each participant must be provided with a mat and blankets free of any parasitic infestation; blankets will be stored in a manner that keeps them clean and out of contact with other shelter guests' bedding. d. Shelter will be operational from, at minimum, 5 PM to 7 AM Shelter has adequate heating. f. Shelter has sufficient functionally clean and reasonably private toilets and wash basin facilities (with hot and cold water). 5? Safety plan No contra band will be allowed into the shelter site. If contra band is found on the shelter site a determination of the outcome will be made by the Director of Services. Immediate exit from the shelter is possible if the contraband is severe, i.e. weapons or dangerous items. The shelter sites will have basic first aid supplies on site and there will be a written plan for responding to first aid and health emergencies. Security Plan A paid, uniformed security guard wili be on site during the hours that shelter ciients have access to outdoor areas and ensure a safe environment. Program staff shall take steps to reduce impacts to the neighborhood such as smoke or noise. Sleeping plan Each shelter guest wili have a space of at least 3 feet next to his/her sleeping mat to put minimal personal beiongings and for ingress and egress. Lights out wiil be at 10pm. Parking plan There be parking available for shelter staff at the VFW Hali. Shelter participants may not park their vehicies at the VFW Hall. Bathrooms Bathrooms will be provided at each site, including at least one accessible bathroom. All bathroom supplies shall be provided by Showers . Showers will be available to shelter guests at The Salvation Army site. The security staff will supervise showers. Neighborhood.contact/plan Neighborhood questions and concerns will be directed to the Program Director. Contact information for the Winter Shelter Program Director and TSA Administration wili be clearly posted outside the VFW. Janitorialpian Floors wili be washed daily and carpeted areas vacuumed daiiy. Kitchen and bathroom facilities shall be disinfected daily. 10. Hygiene/Disinfecting Page 3 of 5 Contract 1904204 - Exhibit A Hand hygiene should be encouraged and supported. Alcohol?based hand rub should be provided. Sleeping mats shall be disinfected daily. Bedding is stored in such a way that used bedding does not contact other used bedding or other clean bedding. 11. Health Guests shall not be turned away from shelter due to untreated lice or scabies but shall be referred to Homeless Persons Health Project as soon as possible. 12. Smoking Plan Participants wiit be allowed to smoke outside the backdoor of each facility. Smoking area wiil be designated on each Facility Plan. Participants will not be allowed to go to the front of the buildings. MEALS A full hot meal will be served in the evening. 2. A simple breakfast wiil be provided on site prior to departure. 3. The Kitchen Supervisor shall have a valid Caiifornia Food Handier Card and be responsible for ensuring that all paid and volunteer staff involved in food preparation and serving are adhering to food safety regulations. 4. TSA must obtain a valid Environmentai Health Permit for each site where they will be serving food. 5. TSA shall be responsible for correcting any problems identified during Environmental Health Inspections. SUPPORTIVE Each shelter participant will be interviewed by INTAKE STAFF and data will be entered into HMIS. In addition, STAFF OR CASE MANAGER will complete a Smart Path Assessment . including on each participant and refer them to supportive services. Supportive Services may include referrals to the Homeless Services Center, Homeless Person?s Health Project, VA, Veterans Resource Center, or other providers. Referrals will be made to Homeless Persons Health Project for participants seeking mental heatth and medical health assistance. TRANSPORTATION The Salvation Army shall provide and operate shuttle bus(es) which provide for adequate, timely, and safe transportation operations to and from the shelters, at a cost to the Page 4 of 5 Contract 19C4204 Exhibit A 1. Shuttle Buslesi: Salvation Army shall provide clean, well maintained, and operationally safe and sound bus(es). The busies) shall operate in conformance and accord with State of California Department of Motor Vehicle regulations. 2. Shuttle Bus Routes: The shuttle buses shall provide for pickup and drop off at select locations to be mutually agreed upon between County and TSA prior to program opening. 3. American Disability Act (ADA) Compliance: Salvation Army shali comply with all Federal Regulations on the ADA Accessibility Specifications for Transportation Vehicles, and shall operate vehicles which are handicapped accessible, able to accommodate wheelchair bound persons, and conform to federal and state motor vehicle laws and regulations regarding safe operation. 4. Shuttle Bus Drivers: Ali drivers must be properly licensed and follow state and federal motor vehicle laws and regulations. 5. Breakdown Service: in the event of a breakdown, alternative transportation must be provided at the sole expense of The Salvation Army. 6. Maintenance: Licensing, registration, insurance, maintenance and mechanical repairs will be provided at the sole expense of The Salvation Army. Program changes may be made with the written agreement of both parties. Page 5 of 5 Contract 1901204 Exhibit The Salvation Army FY 2018-19 Contract with County of Santa Cruz for North County Winter Shelter Program Winter Shelter Operating Expenses FY 2018-2019 Invoicing Invoices shall be submitted to: Rayne Marr Homeless Services Coordinator 701 Ocean Street, Room 520 Santa Cruz, CA 95060 Ravnemarr@santacruzcoontv.os 831?454-?3411 Budget Revisions Without prior approval, Salvation Army may reallocate funds from one line item to another provided it does not exceed 10% of the line item allocation. Budget revisions exceeding 10% are subject to approval and must be requested in writing by Salvation Army via memo to Rayne Marr, Homeless Services Coordinator. 10-02-18