HomeMy WebLinkAboutC2012-093 - 2/29/2012 - NACAREGIVER PROGRAM AGREEMENT
This Caregiver Program Agreement ("Agreement') is entered into by and between the WellMed
Charitable Foundation, a Texas non- profit corporation ( " and the City of Corpus Christi
( "Cit ') for the purpose of establishing a support center for caregivers of adults aged 60 and
over in the City of Corpus Christi (the " Caregiver SOS Program "). WCF and City shall be
referred to herein collectively as the " Parties " and each individually as a "Part '.
The Parties, intending to be legally bound, agree as follows:
Term; Termination.
(a) This Agreement shall commence on the date of signature by the City Manager or
his or her designee (the " Effective Date "), and shall continue in effect for two years thereafter
(the " Term ").
(b) This Agreement may be terminated by any Party at any time with or without
cause upon the giving of 30 days' advance written notice.
(c) All property, equipment and materials provided by WCF for the Caregiver SOS
Program and used at the Center will at all times belong to WCF, and the City shall not claim or
permit or suffer any interest to be claimed in WCF's property. Upon the termination of this
Agreement, the Parties will promptly return all property belonging to WCF in the same condition
as when provided by WCF, reasonable wear and tear excepted. Any property remaining in the
Building or in the Center for more than 30 days after the expiration or termination of this
Agreement shall be disposed of or utilized by the City as deemed in the best interest of the City
by the City Director of Parks and Recreation (the " Director "), in the Director's sole discretion,
without any liability on the part of the City. Any disposal costs or storage costs shall be billed by
the City to the other Parties, such invoice to be paid within 30 days after receipt.
2. City Responsibilities. The City agrees to the following:
(a) Facilities. The City shall be responsible for providing space in the Lindale Senior
Center located at 3135 Swantner Dr., Corpus Christi, Texas 78404 (the " Building ') in the
Building's current library (the " Center "). The City shall have the Center available for operation
for the Caregiver SOS Program within 30 days of the Effective Date, or such other date as is
mutually agreed by the Parties. The City will communicate the Building's existing policies and
procedures for emergency situations, and any changes thereto, to the designated WCF
liaison(s). The parties agree that the name of the Center will be "Caregiver SOS at the Lindale
Senior Center" to be co- branded as provided in this Agreement.
(b) Condition of Center. The City is responsible for and will maintain the Center at all
times in a clean, repaired and presentable manner and shall be responsible for the condition of
the Center and all janitorial, heat, light and ventilation of the Center and will keep the Center in
the same condition as other similarly used facilities, all subject to the City's annual appropriation
of funds.
(c) Security. The City will maintain a lock on the door to the Center and provide
keys to a limited number of persons designated by the City and WCF. However, WCF
maintains responsibility for loss or damage to any property located, maintained or stored at the
2012 -093
2129/1234 -1
WellMed Charitable Foundation
INDEXED,
Center. The City assumes no liability for loss or damage to such property
(d) Outreach. The City, through its senior services programs and committees, will
assist in outreach activities for the Caregiver SOS Program, including, without limitation,
inserting the Caregiver SOS Program calendars and outreach materials in the City's general
calendars and outreach materials.
(e) Referrals. The City, through its senior centers, programs and committees, shall
refer caregivers of seniors to the Caregiver SOS Program at the Center.
(f) Branding. The Director may, in his or her sole discretion, permit the Center and
the Caregiver SOS Program to use the City's logo on its marketing and outreach materials,
including, without limitation, the Caregiver SOS Program email newsletter. WCF shall request
the Director's prior written approval of any such materials.
(g) Hours of Operation. From time to time the Center may schedule activities and
events outside of the Building's normal hours of operation. The City shall coordinate after -hours
schedules with WCF as needed. The City agrees to communicate changes in hours of
operation of the Building to the designated WCF liaison(s) with 3O days notice.
3. WCF Responsibilities. WCF agrees to the following:
(a) Staff. WCF shall arrange for a full -time " _Caregiver Specialist to staff the
Center during the Building's normal hours of operation. The Caregiver Specialist shall be
supervised by the Executive Director of WCF, and the Caregiver Specialist's duties shall be in
accordance with the job description attached hereto as Attachment A. WCF will also designate
a WCF representative(s) to serve as liaison(s) for the Caregiver SOS Program, who may also
be the Caregiver Specialist.
(b) Facilities. WCF shall provide furnishings and decorations for the Center and
repaint as necessary, as determined in the sole discretion of WCF.
(c) Materials. WCF shall provide equipment and materials such as DVD's, CD's,
books, stereo equipment, DVD players, television sets, etc., and provide craft materials as
needed.
(d) Scheduling. WCF shall work with the City to schedule activities at the Center,
including the scheduling of after -hours activities.
(e) Communication; Support. WCF shall provide outreach materials and outreach
activities through the Caregiver Specialist at the Center; provide technical support for the
Caregiver Specialist at the Center; and create the Caregiver SOS Program email newsletter to
be provided to members of the general public in the Corpus Christi area. The City shall provide
the email addresses to WCF. WCF will not share the email addresses with anyone. WCF shall
also create exterior signage for the Center, in consultation with the City.
(f) Insurance. WCF, or WellMed Medical Management, Inc., a Texas corporation
( " as applicable, shall maintain insurance as provided on Attachment B.
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SAN_ANTONI0_1 184436 v6 49234 -1
4. Fees and Payments.
(a) City. The City shall provide the Center for use in the Caregiver SOS Program at
no cost to WCF or caregivers. None of the Parties shall be responsible for paying the City for
the Center, nor for paying the City for any other services provided in connection with the
Caregiver SOS Program.
(b) WCF. WCF shall provide the services described in this Agreement at no cost to
the City or caregivers. None of the Parties shall be responsible for paying WCF for the services
provided in connection with the Caregiver SOS Program.
(c) Costs and Expenses. Each Party shall pay its own costs and expenses incurred
in connection with this Agreement and the Caregiver SOS Program; provided, however that in
no event shall WCF be required to expend in excess of $80,000 annually in connection with the
performance of its obligations and responsibilities under this Agreement, including without
limitation, those described in Section 3.
5. Personnel; Subcontracting. WCF and its subcontractors shall perform and be
qualified to perform all necessary work under this Agreement. WCF intends to use
subcontractors in the performance of this Agreement, including without limitation, WMMI.
6. Miscellaneous.
(a) Laws. The Parties will comply with all applicable federal, state, and local laws,
rules and regulations.
(b) Alterations. WCF will not make any permanent additions or alterations to the
Center or to any improvement at the Building without the City's prior written consent. Any
permanent additions or alterations made by WCF will become the property of the City at the
expiration of this Agreement.
(c) Nondiscrimination. The Parties covenant that all persons referred to the Center
and /or participating in the Caregiver SOS Program will be treated equally without regard to or
because of race, religion, national origin, sex, age, or disability and in compliance with all federal
and state laws prohibiting discrimination.
7. Independent Contractors. The Parties to this Agreement are, and will at all times
remain, independent contractors. None of the Parties will represent itself to be an affiliate,
employee, representative or agent of any other Party. In no event will the Parties be considered
partners, joint venturers or fiduciaries.
8. Assignment. Neither this Agreement nor any of the rights, interests or obligations
under this Agreement shall be assigned by any Party (other than by operation of law) without
the prior written consent of all other Parties to this Agreement.
9. LIMITATION OF LIABILITY. IN NO EVENT WILL THE CITY OR WCF BE LIABLE FOR
ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES OF
ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST BUSINESS PROFITS NOR FOR ANY
NEGLIGENT ACTS OR OMISSIONS OF ANY OTHER PARTY-
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SAN_ANTONI0_1 184436 v6 49234 -1
10. Indemnification.
(a) WCF agrees to indemnify, save harmless and defend the City, and its officers
and employees, and each of them against, and hold it and them harmless from, any and all
lawsuits, claims, demands, liabilities, losses and expenses, including court costs and attorneys'
fees (collectively, " Losses '), for or on account of any injury to any person, or any death at any
time resulting from such injury, or any damage to any property, which may arise or which may
be alleged to have arisen out of or in connection with services provided by WCF, its officers, or
contractors under this Agreement, and which are proximately caused by the acts or omissions
of WCF, its officers or contractors.
(b) WCF agrees, at its own expense, to investigate all claims and demands, attend
to their settlement or other disposition, defend all actions based thereon with counsel approved
by the City Attorney (which such approval shall not be unreasonably withheld, delayed or
conditioned), and pay all charges of such attorney and all other costs and expenses of any kind
arising from any of said Losses.
11. Notices: Except as otherwise expressly set forth herein, all notices given with respect to
this Agreement shall be in writing and shall be deemed to have been properly given for all
purposes (i) if sent by a nationally recognized overnight carrier for next business day delivery,
on the first business day following deposit of such notice with such carrier unless such carrier
confirms such notice was not delivered, then on the day such carrier actually delivers such
notice, or (ii) if personally delivered, on the actual date of delivery, or (iii) if sent by certified U.S.
Mail, return receipt requested postage prepaid, on the fifth business day following the date of
mailing, or (iv) if sent by facsimile, then on the actual date of delivery (as evidenced by a
facsimile confirmation) provided that a copy of the facsimile and confirmation is also sent by
regular U.S. Mail, addressed as follows:
If to City: Corpus Christi Parks & Recreation
City of Corpus Christi
P.O. Box 9277
Corpus Christi, Texas 78469
Attention: Director
Fax No.: (361) 826 -3864
If to WCF: WellMed Charitable Foundation
8637 Fredericksburg Road, Suite 360
San Antonio, Texas 78240
Attention: Executive Director
Fax No.: (210) 694 -0645
12. Entire Agreement. This Agreement contains the entire agreement between the Parties
with respect to the subject matter of this Agreement and supersedes any prior and
contemporaneous arrangement or understanding with respect to that subject matter. There are
no oral agreements between the Parties to this Agreement. This Agreement may be amended
only by the written consent of all Parties to this Agreement.
13. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be enforceable, and all of which together shall constitute one instrument.
in
SAN_ANTONI0_1 184436 v6 49234 -1
This Agreement is entered into to be effective as of the Effective Date.
For City Attorney
Solely for the purposes of Exhibit B,
WellMed Medical Management, Inc.
By:
Name:
Title: C 00
Date: 7-12,1 11,7tZ
Signature Page
SAN-ANTONIO 084486 V6 49234-1
Attachment A
Caregiver Specialist Job Description
[see attached]
Attachment A
SAN-ANTONIO 184436 v6 49234 -1
Job Summary
The Caregiver Specialist develops and directs all aspects of Caregiver SOS by WellMed,
including caregiver education, information and referral services, care coordination, marketing,
and program development. This position provides innovation and leadership in keeping with the
Caregiver SOS framework of "Wellness, Information, Support, Education." The Caregiver
Specialist is also responsible for creating awareness in the community regarding Caregiver SOS
and WellMed programs and services that serve a diverse group of caregivers. Special emphasis
will be placed on driving visits to the center and providing a cadre of programs and services that
support caregivers.
Essential Job Functions
1. Directs and leads all aspects of Caregiver SOS, including oversight of assistants and
volunteer staff.
2. Develops an annual business plan with measurable objectives, and targeted activities to
achieve those objectives.
3. Builds relationships and collaborates with key leaders, professionals and organizations that
serve caregivers in the community. Develops collaborative partnerships with key community
organizations, entities and stakeholders.
4. Seeks out and develops networking opportunities and speaking engagements in the
community that will generate awareness of Caregiver SOS and WellMed initiatives.
5. Coaches and trains assistants and volunteers, holding regular meetings to engage and
motivate.
6. Utilizes tracking systems to formally track phone calls, visits, trainings, outreach, and family
meetings.
7. Plans calendar of events encompassing a minimum of 1-2 programs each month in the
area.
8. Holds care coordination meetings with caregivers and their families.
9. Performs all other related duties as assigned.
Minimum Required Education, Experience & Skills
■ Bachelor's degree in a related field required. (8 additional years of comparable work
experience beyond the required years of experience may be substituted in lieu of a
bachelor's degree).
■ Two or more years of experience serving seniors, running volunteer programs, or related
experience in a marketing environment.
■ Clear and concise written and verbal communication skills.
■ Must be able to work on a team and/or independently with minimal supervision.
• Ability to supervise, train, monitor, and motivate the work of others.
• Ability to exercise judgment and discretion in handling sensitive and confidential issues.
Preferred Education, Experience & Skills
• Bachelor's Degree in Sociology, Social Services, Business Administration or related field
preferred.
• Knowledge of Microsoft Word, Excel, PowerPoint, and the internet.
• Ability to exercise judgment and discretion in handling sensitive and confidential issues.
Attachment A
SAN-ANTONIO-1 184436 v6 49234-1
■ Ability to work with diverse groups at all levels.
Physical & Mental Requirements: (check all that apply)
® Ability to lift up to 25 pounds
❑ Ability to push or pull heavy objects using up to pounds of force
® Ability to sit for extended periods of time
® Ability to stand for extended periods of time
® Ability to use fine motor skills to operate office equipment and/or machinery
❑ Ability to properly drive and operate a company vehicle
® Ability to receive and comprehend instructions verbally and/or in writing
® Ability to use logical reasoning for simple and complex problem solving
Attachment A
SAN-ANTONIO 184436 v6 49234 -1
ATTACHMENT B
INSURANCE REQUIREMENTS
1. INSURANCE REQUIREMENTS
A. WCF must not commence work under this agreement until all insurance required herein has been
obtained and approved by the City. WCF must not allow any subcontractor to commence work
until all similar insurance required of the subcontractor has been obtained.
B. WCF must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance with
applicable policy endorsements, showing the following minimum coverage by insurance
company(s) acceptable to the City's Risk Manager. The City must be named as an additional
insured for the General liability policy and a blanket waiver of subrogation is required on all
applicable policies.
TYPE OF INSURANCE
MINIMUM INSURANCE COVERAGE
30 -Day written notice of non- renewal required
Bodily Injury and Property Damage
on all certificates or by applicable policy
endorsements
Per occurrence - aggregate
COMMERCIAL GENERAL LIABILITY including:
$1,000,000 COMBINED SINGLE LIMIT
1. Commercial Broad Form
2. Premises — Operations
3. Products/ Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury —Advertising Injury
EACH PARTY 1S RESPONSIBLE FOR
PROPERTY INSURANCE
PROPERTY AND EQUIPMENT UTILIZED
REGARDLESS IF OWNED, BORROWED,
LEASED OR RENTED
Applicable when on City property
WORKERS'COMPENSATION
Attachment B
SAN_ANTONI0_1 184436 v6 49234 -1
WHICH COMPLIES WITH THE TEXAS
WORKERS' COMPENSATION ACT AND
SECTION 11 OF THIS EXHIBIT
EMPLOYERS'LIABILITY
$500,000/ $500,000 /$500.000
C. In the event of accidents of any kind, WCF must furnish the Risk Manager with copies of
all reports of such accidents within 10 days of the accident.
[I. ADDITIONAL REQUIREMENTS
A. WCF, or WMMI, as applicable, must obtain workers' compensation coverage through a
licensed insurance company in accordance with Texas law. The contract for coverage
must be written on a policy and endorsements approved by the Texas Department of
Insurance. The coverage provided must be in amounts sufficient to assure that all
workers' compensation obligations incurred will be promptly met.
B. WCF's financial integrity is of interest to the City; therefore, subject to WCF's (or
WMMI's) right to maintain reasonable deductibles in such amounts as are approved by
the City, WCF (or WMMI) shall obtain and maintain in full force and effect for the
duration of this Agreement, and any extension hereof, at WCF's (or WMMI's) sole
expense, insurance coverage written on an occurrence basis, by companies authorized
and admitted to do business in the State of Texas and with an A.M. Best's rating of no
less than A -VI l.
C. The City shall be entitled, upon request and without expense, to receive copies of the
policies, declarations page and all endorsements thereto as they apply to the limits
required by the City. All notices under this Article shall be given to City at the following
address:
City of Corpus Christi
Attn: Risk Management
P.O. Box 9277
Corpus Christi, TX 78469 -9277
(361) 826 -4555- Fax #
D. WCF (or WMMI, as applicable) agrees that with respect to the above required
insurance, all insurance policies are to contain or be endorsed to contain the
following required provisions:
• Name the City as an additional insured by endorsement, as respects operations and
activities of, or on behalf of, the named insured performed under contract with the City,
with the exception of the workers' compensation and professional liability polices;
Attachment B
SAN_ANTONI0_1 184436 v6 49234 -1
Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
Provide 30 calendar days advance written notice directly to City of any suspension,
cancellation, non-renewal or material change in coverage, and not less than 10 calendar
days advance written notice for nonpayment of premium.
E. Within five calendar days of a suspension, cancellation, or non-renewal of coverage,
WCF shall provide a replacement Certificate of Insurance and applicable endorsements
to City. City shall have the option to suspend WCF's performance should there be a
lapse in coverage at any time during this contract. Failure to provide and to maintain the
required insurance shall constitute a material breach of this Agreement.
F. In addition to any other remedies the City may have upon WCF's (or WMMI's, as
applicable) failure to provide and maintain any insurance or policy endorsements to the
extent and within the time herein required, the City shall have the right to order WCF to
stop work hereunder, and/or withhold any payment(s) which become due to WCF
hereunder until WCF (or WMMI, as applicable) demonstrates compliance with the
requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which
WCF may be held responsible for payments of damages to persons or property
resulting from WCF's or its subcontractor's performance of the work covered under this
agreement.
H. It is agreed that WCF's (or WMMI's as applicable) insurance shall be deemed primary
and non-contributory with respect to any insurance or self insurance carried by the City
for liability arising out of operations under this Agreement.
It is understood and agreed that the insurance required is in addition to and separate
from any other obligation contained in this Agreement,
Attachment B
SAN-ANTONIO-1 \84436 v6 4923441
Client#: 89755 25WELLMED
ACORD.. CERTIFICATE O LIABILITY ILITY INSUR.,ANCE DATE(MMIDDNYYY)
F 211012012
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER CONTA
NAME;
BBVA Compass Ins. Agency, Inc. arC Exc: 2 10 366 - 0671 FAx 2105242087
7550 IH-10 West, Suite 700 E -MAIL AIL No)
San Antonio, TX 78229 -51820 ADDRESS: PRODUCE
210 366 -0671 CUSTOMER lD #:
INSURER(S) AFFORDING COVERAGE NAIL #
INSURED CNA
WellMed Charitable Foundation
8637 Fredericksburg Rd., Ste. 360
San Antonio, TX 78240 -0000
INSURER A: 021$6
INSURER B: Zenith Insurance Company 13269
INSURER C :
INSURER D :
INSURER E :
COVERArYFfi r11- PTWIt -ATC wlnnnrzo- .,r,.....,....,......�.,
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS„
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
IN S
L
TYPE OF INSURANCE
DDL
NSR
UBR
WD
POLICY NUMBER
POLICY EFF
MMtDD
POLICY EXP
MM /DDfYYYY
LIMITS
A
GENERAL LIABILITY
X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE � OCCUR
x
x
4025909677
410112011
041011201
EACH OCCURRENCE
$ 1 , 00 ®}
PREMISES Eaoccur®nce
$1,000,000
MED EXP (Any one person)
$10,000
PERSONAL & ADV INJURY
$1,000,000
GENERAL AGGREGATE
$2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO- 7 LOC
PRODUCTS - COMPIOPAGG
'$2,000,000'
AUTOMOBILE
LIABILITY
ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON -OWNED AUTOS
COMBINED SINGLE LIMIT
(Ea accident)
$
BODILY INJURY (Per person)
$
BODILY INJURY (Per accident) '
$
PROPERTY DAMAGE
(Per accident)
$
$
$
UMBRELLA LIAB
EXCESS LIAR
OCCUR
CLAIMS MADE
EACH OCCURRENCE
$
AGGREGATE
$
DEDUCTIBLE
RETENTION $
$
$
B
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
ANY PROPRIETORIPARTNERJEXECUTIVE
OFFICER/MEMBER EXCLUDED? t I
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
NIA
0071385101
0410112011
041011201
X `^IC STATU- OTH-
1
_......
E.L. EACH ACCIDENT
$1,000,000
E.L. DISEASE -EA EMPLOYEE
$1,000,000
-
E.L. DISEASE - POLICY LIMIT
$1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS! VEHICLES .(Attach ACORD 161, Additional Remarks Schedule, if more space is required)
Operation of Caregiver SOS Program with City of Corpus Christi, Texas
I G
City of Corpus Christi
Attn: Risk Management
P.O. Box 9277
Corpus Christi, TX 78469 -9277
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
01988 -2009 ACORD CORPORATION. All rights reserved.
ACORD 25 (2009109) 1 of 1 The ACORD name and logo are registered marks of ACORD
#S872403IM872396 25LKL