Social Services Agency - ACGOV.org...AGENDA September 30, 2008 Alameda County Social Services Thomas...

AGENDA September 30, 2008 Alameda County

Thomas L. Berkley Square

Social Services 2000 San Pablo Avenue, Oakland, CA 94612 510-271-9100/ Fax: 510-271-9108 Agency Yolanda Baldovinos [email protected]

Interim Agency Director www.co.alameda.ca.us/assistance

August 26, 2008

Honorable Public Authority Administration Building Oakland, CA 94612

Dear Public Authority Members:

SUBJECT: Approval of Standard Agreement Contract for FY 2008/2009 between the Alameda County Public Authority and the Long Term Care Workers Health Trust Fund

RECOMMENDATION:

In order to continue providing health care services for the Public Authority for In-Home Support Services (IHSS) workers, it is recommended that your Board:

• Approve and authorize the President of the Public Authority Board to sign and execute a Standard Agreement contract, Procurement Contract # 3394, with the Long Term Care Workers Health Trust Fund, SEIU Local 6434-United Long Term Care Workers Union (Location: Los Angeles, CA; Principal: Willard Hirst, Vice Chair) for the period of October 1, 2008 through September 30, 2009 in the amount of $5,500,000 (October 2008 - June 2009: $5,200,000 & July 2009 - September 2009: $300,000) for health care services for the Public Authority for IHSS homecare workers.

SUMMARY/DISCUSSION:

This letter requests action by your Board to approve a Standard Agreement contract with the Long Term Care Workers Health Trust Fund (LTCWT) in order to comply with the board approved Memorandum of Understanding (MOU) that your Board approved on July 22, 2008 (File No. 23736, Item No. 20) between the Public Authority for IHSS in Alameda County and United Services Employees Local 6434 (SEIU) that changes eligibility requirements, rates and benefits in the health care plans for IHSS workers.

As required by the MOU, effective October 1,2008, covered IHSS workers working less than 80 hours a month will be transferred to the LTCWT plan.

Honorable Board Members - 2 - August 26, 2008

SELECTION CRITERIA/PROCESS:

The Long Term Care Workers Health Trust was selected as the secondary health plan to comply with the MOU that specUied this vendor and the changes in eligibility criteria, rate and benefits agreed upon in the negotiated bargaining process, completed and approved by your Board on July 22, 2008 (File No. 23736, Item No. 20).

FINANCING:

Funding for this contract amendment has been included in the Agency's FY 2008-2009 budget. There are no new net County costs.

Sincerely,. ,

Yolinda Baldovinos IIriterim Agency Director

Attachment: One set of completed Standard Agreements/Contract Amendment documents (5) for Board President signature and execution

cc: County Administrator Auditor-Controller County Counsel

V:\BoardLetters\2008\SEIU Trust-PA bdltr (9/30108)

--------Contract No.

COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT

This Agreement, dated as of October 1, 2008, is by and between the County of Alameda, hereinafter referred to as the "County", and Long Term Care Worker Health Trust, hereinafter referred to as the "Contractor",

WITNESSETH

Whereas, County desires to obtain Health Care services which are more fully described in Exhibit A-I hereto ("Participation Agreement"); and

Whereas, Contractor is professionally qualified to provide such services and is willing to provide same to County; and

Now, therefore it is agreed that County does hereby retain Contractor to provide Health Care Services, and Contractor accepts such engagement, on the General Terms and Conditions hereinafter specified in this Agreement, the Additional Provisions attached hereto, and the following described exhibits, all of which are incorporated into this Agreement by this reference:

Exhibit A Definition of Services Exhibit A-I Participation Agreement Exhibit B Payment Terms Exhibit C Insurance Requirements Exhibit D Debarment and Suspension Certification Exhibit E Contract Compliance Reporting Requirements Attachment Agreement Establishing the Long-Term Care Workers Health Trust Fund

The term of this Agreement shall be from October 1,2008 through September 30, 2009

The compensation payable to Contractor hereunder shall not exceed (Five million, jive hundred tholfsand dollars) ($5,500,000.00) for the term of this Agreement

Page 1 of 15

-------

------------

Contract No.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COUNTY OF ALAMEDA CONTRACTOR/Long Term Care Worker Health Trust

By: _ Signature

Name: (Printed)

Title: President of the Board of Supervisors

Approved as to Form:

By: _ County Counsel Signature

Approved as to Form RICHARD.E. ~CounHl

BY&, r: ~

Name: Claude Cazzulino, Esq. (Printed)

Title: Counsel for Long-Term Care Workers Health Trust

Date:_~--,~/O_8 _

By signing above, signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement

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September 3, 2008

[email protected]

Re: Signature Authority

Dear Ms. McLoughlin:

As requested by your e~mail dated September 2,2008 and in connection with the Standard Services AgTeement of Alameda County, Claude Cazzulino, in his capacity as counsel to the Long Term Care Workers Health Trust Fund ("Trust"), and Will Hirst, in his capacity as Vice Chair of the Trust are authorized to sign contracts on behalf of the Trust.

Let me knO\v if you have any questions or comments.


GENERAL TERMS AND CONDITIONS

1. INDEPENDENT CONTRACTOR: No relationship of employer and employee is created by this Agreement; it being understood and agreed that Contractor is an independent contractor. Contractor is not the agent or employee of the County in any capacity whatsoever, and County shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor.

Contractor shall have no claim under this Agreement or otherwise, for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance medical care, hospital care, retirement benefits, social security, disability, Workers' Compensation, or unemployment insurance benefits, civil service protection, or employee benefits of any kind.

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages, salaries or other remuneration paid to its officers, agents or employees and agrees to indemnifY and hold County harmless from any and all liability which County may incur because of Contractor's failure to pay such amounts.

In carrying out the work contemplated herein, Contractor shall comply with all applicable federal and state workers' compensation and liability laws and regulations with respect to the officers, agents and/or employees conducting and participating in the work; and agrees that such officers, agents, and/or employees will be considered as independent contractors and shall not be treated or considered in any way as officers, agents and/or employees of County.

Contractor does, by this Agreement, agree to perform his/her said work and functions at all times in strict accordance with currently approved methods and practices in his/her field and that the sole interest of County is to insure that said service shall be performed and rendered in a competent, efficient, timely and satisfactory manner and in accordance with the standards required by the County agency concerned.

Notwithstanding the foregoing, if the County determines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding, County may upon two week's notice to Contractor, withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

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2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense is attributable to bodily injury, sickness, disease, death or to injury to or destruction of property, including the loss therefrom, or to any violation of federal, state or municipal law or regulation, which arises out of or is any way connected with the performance of this agreement (collectively "Liabilities") except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee. The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder.

In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the Alameda County Employees' Retirement Association (ACERA) or California Public Employees' Retirement System (PERS) to be eligible for enrollment in ACERA and PERS as an employee of County, Contractor shall indemnify, defend, and hold harmless County for the payment of any employee and/or employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of County.

3. INSURANCE AND BOND: Contractor shall at all times during the term of the Agreement with the County maintain in force those insurance policies and bonds as designated in the attached Exhibit C, and will comply with all those requirements as stated therein.

4. PREVAILING WAGES: Pursuant to Labor Code Sections 1770 et seq., Contractor shall pay to persons performing labor in and about Work provided for in Contract not less than the general prevailing rate ofper diem wages for work of a similar character in the locality in which the Work is performed, and not less than the general prevailing rate ofper diem wages for legal holiday and overtime work in said locality, which per diem wages shall not be less than the stipulated rates contained in a schedule thereof which has been ascertained and determined by the Director ofthe State Department ofIndustrial Relations to be the general prevailing rate ofper diem wages for each craft or type ofworkman or mechanic needed to execute this contract.

5. WORKERS' COMPENSATION: Contractor shall provide Workers' Compensation insurance, as applicable, at Contractor's own cost and expense and

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further, neither the Contractor nor its carrier shall be entitled to recover from County any costs, settlements, or expenses of Workers' Compensation claims arising out of this Agreement.

6. CONFORNIITY WITH LAW AND SAFETY:

a. In performing services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, municipal, and local governing bodies, having jurisdiction over the scope of services, including all applicable provisions of the California Occupational Safety and Health Act. Contractor shall indemnify and hold County harmless from any and all liability, fines, penalties and consequences from any of Contractor's failures to comply with such laws, ordinances, codes and regulations.

b. Accidents: If a death, serious personal injury or substantial property damage occurs in connection with Contractor's performance of this Agreement, Contractor shall immediately notify the Alameda County Risk Manager's Office by telephone. Contractor shall promptly submit to County a written report, in such form as may be required by County of all accidents which occur in connection with this Agreement. This report must include the following information: (1) name and address of the injured or deceased person(s); (2) name and address of Contractor's sub-Contractor, if any; (3) name and address of Contractor's liability insurance carrier; and (4) a detailed description of the accident and whether any of County's equipment, tools, material, or staff were involved.

c. Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and to grant to the County the opportunity to review and inspect such evidence, including the scene of the accident.

7. DEBARMENT AND SUSPENSION CERTIFICATION: (Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

a. By signing this agreement and Exhibit D, Debarment and Suspension Certification, Contractor/Grantee agrees to comply with applicable federal suspension and debarment regulations, including but not limited to 7 Code of Federal Regulations (CFR) 3016.35,28 CFR 66.35,29 CFR 97.35,34 CFR 80.35, 45 CFR 92.35 and Executive Order 12549.

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Contract No. _

b. By signing this agreement, Contractor certifies to the best of its knowledge and belief, that it and its principals:

(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntary excluded by any federal department or agency;

(2) Shall not knowingly enter into any covered transaction with a person who is proposed for debarment under federal regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction.

8. PAYMENT: For services performed in accordance with this Agreement, payment shall be made to Contractor as provided in Exhibit B hereto.

9. TRAVEL EXPENSES: Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement.

1O. TAXES: Payment of all applicable federal, state, and local taxes shall be the sole responsibility of the Contractor.

11. OWNERSHIP OF DOCUMENTS: Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals, plans, specification, designs, drawings, sketches, renderings, models, reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement, whether prepared by the County, the Contractor, the Contractor's sub-Contractors or third parties at the request of the Contractor (collectively, "Documents and Materials"). This explicitly includes the electronic copies of all above stated documentation.

Contractor also hereby assigns to the County and its assignees all copyright and other use rights in any Documents and Materials including electronic copies stored in Contractor's Information System, respecting in any way the subject matter of this Agreement.

Contractor shall be permitted to retain copies, including reproducible copies and computerized copies, of said Documents and Materials. Contractor agrees to take such further steps as may be reasonably requested by County to implement the aforesaid assignment. If for any reason said assignment is not effective, Contractor hereby grants the County and any assignee of the County an express royalty - free license to retain and use said Documents and Materials. The County's rights under this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not Contractor's

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services as set forth in Exhibit "A" of this Agreement have been fully performed or paid for.

In Contractor's contracts with other Contractors, Contractor shall expressly obligate its Sub-Contractors to grant the County the aforesaid assignment and license rights as to that Contractor's Documents and Materials. Contractor agrees to defend, indemnify and hold the County harmless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors and/or SubContractors.

Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials, methods or systems selected by the Contractor and incorporated into the work as set forth in Exhibit "A", and shall defend, indemnify and hold the County harmless from any claims for infringement of patent or copyright arising out of such selection. The County's rights under this Paragraph I 1 shall not extend to any computer software used to create such Documents and Materials.

12. CONFLICT OF INTEREST; CONFIDENTIALITY: The Contractor covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of services required under this Agreement. Without limitation, Contractor represents to and agrees with the County that Contractor has no present, and will have no future, conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife, environmental or regulatory agency) which has any interest adverse or potentially adverse to the County, as determined in the reasonable judgment of the Board of Supervisors of the County.

The Contractor agrees that any information, whether proprietary or not, made known to or discovered by it during the performance of or in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person. The Contractor agrees to immediately notify the County by notices provided in accordance with Paragraph 13 of this Agreement, ifit is requested to disclose any information made known to or discovered by it during the performance of or in connection with this Agreement. These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after tennination of services to the County hereunder.

13. NOTICES: All notices, requests, demands, or other communications under this Agreement shall be in writing. Notices shall be given for all purposes as follows:

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Contract No. _

Personal delivery: When personally delivered to the recipient, notices are effective on delivery.

First Class Mail: When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three (3) mail delivery days after deposit in a United States Postal Service office or mailbox. Certified Mail: When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt.

Overnight Delivery: When delivered by overnight delivery (Federal Express/Airborne/United Parcel Service/DHL WorldWide Express) with charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service. Telex or facsimile transmission: When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice, notice is effective on receipt, provided that (a) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery, or (b) the receiving party delivers a written confirmation of receipt. Any notice given by telex or facsimile shall be deemed received on the next business day ifit is received after 5:00 p.m. (recipient's time) or on a non-business day.

Addresses for purpose of giving notice are as follows:

To Public Authority: The Public Authority 6955 Foothill Blvd., 3rd Floor Oakland, CA 94605 Attn: Charles Calavan, Executive Director

To Contractor: LTCW Health Trust 2515 Beverley Blvd. Los Angeles, CA 90057 Attn: Tyrone Freeman, Chair

Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service.

Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement.

14. USE OF COUNTY PROPERTY: Contractor shall not use County property (including equipment, instruments and supplies) or personnel for any purpose other than in the performance of his/her obligations under this Agreement.

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15. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: Contractor assures that he/she/it will comply with Title VII of the Civil Rights Act of 1964 and that no person shall, on the grounds of race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement.

a. Contractor shall, in all solicitations or advertisements for applicants for employment placed as a result of this Agreement, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor.

b. Contractor shall, if requested to so do by the County, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor.

c. If requested to do so by the County, Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

d. Contractor shall recruit vigorously and encourage minority - and womenowned businesses to bid its subcontracts.

e. Nothing contained in this Agreement shall be construed in any manner so as to require or permit any act, which is prohibited by law.

f. The Contractor shall include the provisions set forth in paragraphs A through E (above) in each of its subcontracts.

16. DRUG-FREE WORKPLACE: Contractor and Contractor's employees shall comply with the County's policy of maintaining a drug-free workplace. Neither Contractor nor Contractor's employees shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code § 812, including, but not limited to, marijuana, heroin, cocaine, and amphetamines, at any County facility or work site. If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring

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at a County facility or work site, the Contractor within five days thereafter shall notify the head of the County department/agency for which the contract services are performed. Violation of this provision shall constitute a material breach of this Agreement

17. AUDITS; ACCESS TO RECORDS: The Contractor shall make available to the County, its authorized agents, officers, or employees, for examination any and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the expenditures and disbursements charged to the County, and shall furnish to the County, its authorized agents, officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor.

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement. If such books and records are not kept and maintained by Contractor within the County of Alameda, California, Contractor shall, upon request of the County, make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable, and necessary costs incurred by the County in inspecting Contractor's books and records, including, but not limited to, travel, lodging and subsistence costs. Contractor shall provide such assistance as may be reasonably required in the course of such inspection. The County further reserves the right to examine and reexamine said books, records and data during the three (3) year period following termination of this Agreement or completion of all work hereunder, as evidenced in writing by the County, and the Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed, whichever is later.

18. DOCUMENTS AND MATERIALS: Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement, all Documents and Materials, as defined in Paragraph 11 of this Agreement. Contractor's obligations under the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County), and Contractor shall in no event dispose of, destroy, alter or mutilate said Documents and Materials, for three (3) years following the County's last payment to Contractor under this Agreement.

19. TIME OF ESSENCE: Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the

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foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.

20. TERMINATION: The County has and reserves the right to suspend, terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice. In the event that the County should abandon, terminate or suspend the Contractor's work, the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment. Said payment shall be computed in accordance with Exhibit B hereto, provided that the maximum amount payable to Contractor for its Health Care Services shall not exceed $5,500,000.00 payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment.

21. SMALL LOCAL AND EMERGING BUSINESS PARTICIPATION: Contractor shall subcontract with nJa for services to be provided under this Agreement in an amount of at least twenty percent (20%) of the contract value of this Agreement in accordance with County's Small and Emerging Local Business provision.

Participation of a small and/or emerging local business must be maintained for the term of this contract. Contractor shall not substitute the small and/or emerging local businesses) listed in this agreement without prior written approval from the County. County will be under no obligation to pay contractor for the percent committed to a small and/or local business if the work is not performed or not performed by the listed small and/or emerging local business. Said requests to substitute a small and/or emerging local business shall be submitted in writing to the County department contract representative identified under Item #13 above. Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency, Office of Contract Compliance Officer.

Contractor shall provide SLEB utilization reports when invoicing the County utilizing the Alameda County Compliance System. Contractor and Contractor's small and/or emerging local businesses participating as subcontractors on the awarded contract are required to use the County web-based compliance system as described in Exhibit E (Contract Compliance Reporting Requirements) to report and validate payments made by Prime Contractors to the certified small and/or emerging local businesses. It is the Contractor's responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System.

Contact the County Auditor- Controller's Office of Contract Compliance (OCC) located at 1221 Oak St., Rm. 249, Oakland, CA 94612 at Tel: (510) 891-5500,

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Fax: (510) 272-6502 or via E-mail at [email protected] if you have any other questions regarding utilization of the Alameda County Contract Compliance System.

22. FIRST SOURCE PROGRAM: For contracts over $100,000, Contractor shall provide County ten (10) working days to refer to Contractor', potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the County that Contractor has available during the contract term before advertising to the general public.

23. CHOICE OF LAW: This Agreement shall be governed by the laws of the State of California.

24. WAIVER: No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

25. ENTIRE AGREENIENT: This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between County and Contractor relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral, between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. The Agreement may not be modified except by a written document signed by both parties.

26. HEADINGS herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.

27. ADVERTISING OR PUBLICITY: Contractor shall not use the name of County, its officers, directors, employees or agents, in advertising or publicity releases or otherwise without securing the prior written consent of County in each instance.

28. MODIFICATION OF AGREEMENT: This Agreement may be supplemented, amended or modified only by the mutual agreement of the parties. No supplement, amendment or modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both parties.

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29. ASSURANCE OF PERFORMANCE: If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement, County may request from Contractor prompt written assurances of performance and a written plan acceptable to County, to correct the observed deficiencies in Contractor's performance. Contractor shall provide such written assurances and written plan within ten (l0) calendar days of its receipt of County's request and shall thereafter diligently commence and fully perform such written plan. Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement.

30. SUBCONTRACTING/ASSIGNMENT: Contractor shall not subcontract, assign or delegate any portion of this Agreement or any duties or obligations hereunder without the County's prior written approval.

a. Neither party shall, on the basis of this Agreement, contract on behalf of or in the name of the other party. Any agreement that violates this Section shall confer no rights on any party and shall be null and void.

b. Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without County's prior written approval.

c. Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement, regardless of the terms of any agreement between Contractor and its subcontractors.

31. SURVIVAL: The obligations of this Agreement, which by their nature would continue beyond the termination on expiration of the Agreement, including without limitation, the obligations regarding Indemnification (Paragraph 2), Ownership of Documents (Paragraph 11), and Conflict ofInterest (Paragraph 12), shall survive termination or expiration.

32. SEVERABILITY: If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.

33. PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software ("Contractor Products") provided to County under this

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Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, indemnifY and hold harmless County of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, "Losses") arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County will: (l) notifY Contractor promptly of such claim, suit or assertion; (2) permit Contractor to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable Contractor to do so. Contractor shall not agree without County's prior written consent, to any settlement, which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products.

a. If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County, County may defend itself and/or settle such proceeding, and Contractor shall pay to County any and all losses, damages and expenses (including attorney's fees and costs) incurred in relationship with County's defense and/or settlement of such proceeding.

b. In the case of any such claim of infringement, Contractor shall either, at its option, (1) procure for County the right to continue using the Contractor Products; or (2) replace or modifY the Contractor Products so that that they become non-infringing, but equivalent in functionality and performance.

c. Notwithstanding this Section 33, County retains the right and ability to defend itself, at its own expense, against any claims that Contractor Products infringe any patent, copyright, or other intellectual property right.

34. OTHER AGENCIES: Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract. The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements. If the Contractor elects to supply other agencies, orders will be placed directly by the agency and payments made directly by the agency.

35. SIGNATORY: By signing this agreement, signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]

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COUNTY OF ALAMEDA AND LONG TERM CARE WORKERS HEALTH TRUST FUND

Additional Provisions to Standard Agreement

1. 151, replace the fifth (5 th) paragraph with the following: "Contractor does by this Agreement and the attached Participation Agreement agree to provide health insurance coverage in a manner that complies with State and Federal standards established by law for selected County Home Care workers./I

2. Delete is 2, first (1st) paragraph. Insert #13 "Indemnification" paragraph from Long Term Care Workers Health Trust Fund Participation Agreement: Indemnification: The Union shall defend, indemnify, and hold hannless the Public Authority from any and all claims, demands, suits, or any other action arising from this Agreement, the Trust Agreement, the acts or omissions of the Trust, or the providing of health and welfare benefits through the Trust. Notwithstanding the foregoing the Union shall have no duty to indemnify the Public Authority from and against any action, suit, or liability based upon, arising from, or in consequence of any deliberately fraudulent act or omission or any willful violation of any statute or regulation by the Public Authority.

3. Add" if applicable" to is 4:. "Prevailing Wages: Pursuant to Labor Code Sections 1770 et seq., if applicable, Contractor shall ..."

4. B6(a), delete last sentence. Add Section 2.4 of Article II, Creation of the Trust in the Agreement Establishing the Long-Term Care Workers Health Trust Fund: "Section 2.4 Limitation of Liability for Trust Debts. Neither LOCAL 434B, a Union, an Employer, Participant nor beneficiary shall be liable or responsible for any debts, liabilities or obligations of the Trust or the Trustees."

5. Delete is 11 in its entirety.

6. Delete is 17, Paragraph 2. Insert: The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual payments made by County on behalf of or at behest of Public Authority to the Contractor in the performance of this Agreement. If such books and records are not kept and maintained by Contractor within the County of Alameda, California, Contractor shall, upon req nest of the County, make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable, and necessary costs incurred by the County in inspecting

10f3

ADDITIONAL PROVISIONS TO STANDARD AGREEMENT, CONTINUED

Contractor's books and records, including, but not limited to, travel, lodging and subsistence costs. Contractor shall provide such assistance as may be reasonably required in the course of such inspection. The County further reserves the right to examine and reexamine said books, records and data during the three (3) year period following termination of this Agreement or completion of all work hereunder, as evidenced in writing by the County, and the Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after a'ny pending issues between the County and Contractor with respect to this Agreement are closed, whichever is later.


8. Delete is 20. Add Section 14 of the Long Term Care Workers Health Trust Fund Participation Agreement:

14. Termination and Amendment (a) The Public Authority and the Union may terminate this Agreement if they jointly

execute a written notice that is delivered to the Trust no later than one-hundred and twenty (120) calendar days prior to the end of the end of the Trust's plan year for health benefits ("the Plan Year"). Termination can only occur at the end of the last day of the Plan Year.

(b) The Trust may terminate this Agreement if either the Public Authority or the Union fails to fulfill its obligations under this Agreement, or at any time the Public Authority fails or refuses to make all payments required as specified in Section 8, hereunder within twenty (20) calendar days after service of a written notice from the Trust demanding payment. Any such notice of intent to terminate shall be sent by the Trust to the Public Authority and the Union or by the Public Authority to the Trust and the Union at least sixty days prior to termination.

(c) Following the termination of this Agreement, it is understood and agreed that the Trust will be responsible for payment of claims of eligible employees which are (1) covered under the Trust Agreement and an applicable Plan and (2) incurred on or before the termination date. In no event will the Trust be responsible for any claims incurred after the termination date. After the termination date, neither the employees, the Union nor the Public Authority will retain any right or interest in the Trust or any of its assets and will not be entitled to any share of the reserves maintained by the Trust.

(d) This Agreement may be amended only in a writing jointly executed by the Public Authority, the Union and the Trust."

9. Delete iSiS 21 & 22 in their entirety.

20f3

ADDITIONAL PROVISIONS TO STANDARD AGREEMENT, CONTINUED

10. Delete is 29. Add Section 14 of the Long Term Care Workers Health Trust Fund Pnrticipation Agreelllen t:

"14. Termination and Amendment (a) The Public Authority and the Union may terminate this Agreement if they jointly

execute a written notice that is delivered to the Trust no later than one-hundred and twenty (120) calendar days prior to the end of the end of the Trust's plan year for health benefits ("the Plan Year"). Termination can only occur at the end of the last day of the Plan Year.

(b) The Trust may terminate this Agreement if either the Public Authority or the Union fails to fulfill its obligations under this Agreement, or at any time the Public Authority fails or refuses to make all payments required as specified in Section 8, hereunder within twenty (20) calendar days after service of a written notice from the Trust demanding payment. Any such notice of intent to terminate shall be sent by the Trust to the Public Authority and the Union or by the Public Authority to the Trust and the Union at least sixty days prior to termination.

(c) Following the termination of this Agreement, it is understood and agreed that the Trust will be responsible for payment of claims of eligible employees which are (I) covered under the Trust Agreement and an applicable Plan and (2) incurred on or before the termination date. In no event will the Trust be responsible for any claims incurred after the termination date. After the termination date, neither the employees, the Union nor the Public Authority will retain any right or interest in the Trust or any of its assets and will not be entitled to any share of the reserves maintained by the Trust.

(d) This Agreement may be amended only in a writing jointly executed by the Public Authority, the Union and the Trust."


County Counsel Signature: _

Approved 3S to Form RICHARD E. WINNIE, Coun

3 of 3


EXHIBIT A DEFINITION OF SERVICES

1. Contractor shall provide Health Care Insurance Services in accordance with the "Participation Agreement" attached hereto as Exhibit A-I and in accordance with the current Summary Plan Description.

a. In the event of any conflict (direct or indirect) among any of the abovereferenced exhibits, the more stringent requirements providing the County with the broader scope of services shall have precedence.

b. County and Contractor agree that the following Supplemental Provisions are incorporated into this Agreement, and that the Additional Provisions shall take precedence over inconsistent or conflicting provisions contained in the abovereferenced exhibits.

2. Contractor project team will consist of the following Key Personnel and subcontractors, as applicable during the contract term:

Dickerson Employee Benefits Physicians Care Western Dental

Contractor agrees that it shall not transfer or reassign the individuals identified above as Key Personnel or substitute subcontractors without the express written agreement of County, which agreement shall not be unreasonably withheld. Should such individual or individuals in the employ of Contractor no longer be employed by Contractor during the term of this Agreement, Contractor shall make a good faith effort to present to County an individual with greater or equal qualifications as a replacement subject to County's approval, which approval shall not be unreasonably withheld.

3. The approval of County to a requested change shall not release Contractor from its obligations under this Agreement.

Page 1 of 1

2

Exhibit A-1

THE LONG TERM CARE WORKERS HEALTH TRUST FUND PARTICIPATION AGREEMENT

(Alameda County IHSS Public Authority and SEIU- United Long - Term Care Workers Union)

The purpose of this Agreement is to establish certain necessary administrative procedures and to allocate duties and responsibilities among the parties in the administration of the benefit plan offered to the Alameda County IHSS Public Authority under the Long Term Care WO"kers Health Trust Fund "Trust"" pursuant to the Trust Agreement establishing the Trust and the Memorandum of Understanding by and between the Public Authority for IHSS Services and the SEIU-ULTCW.

1. Parties

(a) THIS PARTICIPATION AGREEMENT ("this Agreement") is entered into by and between THE LONG TERM CARE WORKERS HEALTH TRUST FUND ("the Trust"), the SEIU- ULTCW ("the Union"), and the PUBLIC AUTHORITY FOR IN-HOME SUPPORTIVE SERVICES IN ALAMEDA COUNTY ("the Public Authority").

(b) The Trust is a tax-exempt trust under Internal Revenue Code Section 501(c)(9) and is established in accordance with the Employee Retirement Income Security Act of 1974 for the purpose of providing health and welfare benefits pursuant to the telms of its Trust Agreement.

(c) The Public Authority and the Union are parties to a memorandum of understanding in effect October 1,2007 - September 30, 2009 ("the MOU"), which requires contributions by tlle Public Authority to the Trust for the purpose of providing health benefits for eligible employees of the Public Authority who are represented by the Union.

The Benefit Plan

The Parties to this Agreement intend that the benefit Plan provided through this Trust shall meet the requirements of the MOU.

3. Term of This Agreement

The teml of this Agreement begins October 1,2008, and continues in effect until temlinated pursuant to Section 13 of this Agreement.

4. Incorporation of Trust Agreement by Reference

The parties to this Agreement verify that they have reviewed the Agreement Establishing The Long Term Care Workers Health Trust Fund ("the Trust Agreement"), which is incorporated herein by reference. The parties agree to be bound by the Trust Agreement and any amendments thereto.

08 PART.AGT,LTHCWT,CC.OBZ808

5. Memorandum of Understanding

The Public Authority and the Union agree that the specific provisions of the Trust Agreement and this Agreement govern and supersede any conflicting provisions of the MOU.

6. PowerslDuties of Trust

(a) The Trust will select the benefit plans ("the Plans") and may amend or modify the Plans.

(b) The Trust will determine eligibility and enrollment requirements, co-payment rates, deductibles and contributions paid by employees ("Employee Contributions"). The Trust will be responsible for processing enrollment and administering the Plans.

(c) Notwithstanding subparagraphs (a) and (b), the Trust will notify the Public Authority and the Union in writing of any proposed material changes in eligibility and enrollment requirements, reductions in benefits, co-payment rates, deductibles or Employee Contributions at least sixty (60) calendar days prior to their effective date.

(d) The Trust may exercise other powers pursuant to the Trust Agreement.

7. Emnloyer Contributions and Reports

(a) The Public Authority will submit to the Trust by the 15th of each month the eligibility (or coverage) file identifying those to be covered in the subsequent month.

(b) Within 5 days of submitting the eligibility file, the Public Authority will submit an invoice to the Trust identifying the number of members for whom the Public Authority will make payment of the Public Authority's share of the monthly premium ($194 per mem bel' per month).

(c) The Public Authority will send payment for the monthly Employer Contribution (the $194 per member per month) to the Trust by the fifteenth (15 th

) of the month in which the employees are covered and payment will be considered delinquent if not received or postmarked within twenty (20) days of the date payment is due. Liquidated damages and interest will be charged to delinquent contributions in accordance with the Trust Agreement.

(d) The Public Authority will provide the Trust and the Union, at either's written request, the Public Authority's current criteria and policies for health insurance eligibility, termination, and the grace period in writing and provide in writing any changes in those policies and criteria prior to implementation.

(e) The Public Authority's obligations under the section will commence in September 2008 for the coverage month of October 2008 and will continue for one month after the termination of this Agreement pursuant to Section 13.

08 PART AGT LTHCWT CC 082808 2

8. Employee Contributions

(a) Employees may, at the Trust's discretion, be required to pay to the Trust an Employee Contribution, initially in the amount of $20 per month. The Trust and the Union shall collaborate to communicate with the State Controller's Office to effect a monthly deduction of the Employee Contribution and may chose to invoice Employees for whom an Employee Contribution is not deducted.

(b) To the extent Employee Contributions are deducted from employee paychecks and forwarded by the State Controller to the Union, the Union will forward the Employee Contributions to the Custodian and provide the Trust with a complete and accurate contribution report in the form required by the Trust.

(c) Employee Contributions forwarded by the Union to the Trust will be considered delinquent if not received or postmarked by the 20th day of the month in which the contributions were received from the State Controller. Liquidated damages and interest will be charged to delinquent contributions in accordance with the Trust Agreement.

(d) To the extent that Employee Contributions are paid directly by employees to the Trust, the Employee Contributions will be considered delinquent if not received or postmarked by the 20th day of the month in which the contributions were first due. Liquidated damages and interest will be charged to delinquent contributions in accordance with the Trust Agreement.

9. Distribution of Materials

The Trust will be responsible for the distribution to employees of enrollment fonTIS, benefit descriptions, provider directories, claim forms, and other fonus or documents usually supplied in cOlli1ection witl1 the enrollment process. In addition, as required by law, the Trust will prepare and distribute HIPAA Ce11ificates of Creditable Coverage, Privacy Notices and Medicare Part-D Notices of CreditablelNon-creditable Coverage.

10. COBRA

The Trust will be responsible for administering COBRA continuation benefits for employees.

11. HIPAA

The Trust will be responsible for complying, as applicable, with the Privacy and Secmity Regulations under HIPAA, at 45 C.F.R. Pmis 160 through 164.

12. Annual Report

The Trust will provide the Public Authority and the Union with a copy of the annual audit required by law.

08.PART.AGT.LTHCWT.CC.(}82808 3

13. Indemnification

The Union shall defend, indemnitY, and hold harmless the Public Authority from any and all claims, demands, suits, or any other action arising from this Agreement, the Trust Agreement, the acts or omissions of the Trust, or the providing of health and welfare benefits through the Trust. Notwithstanding the foregoing the Union shall have no duty to indemnitY the Public Authority from and against any action, suit, or liability based upon, arising from, or in consequence of any deliberately fraudulent act or omission or any wilful violation of any statute or regulation by the Public Authority.

14. Termination and Amendment

(a) The Public Authority and the Union may terminate this Agreement if they jointly execute a written notice that is delivered to the Trust no later than one-hundred and twenty (120) calendar days prior to the end of the end of the Trust's plan year for health benefits ("the Plan Year"). Termination can only occur at the end of the last day of the Plan Year.

(b) The Trust may terminate this Agreement if either the Public Authority or the Union fails to fulfil its obligations under this Agreement, or at any time the Public Authority fails or refuses to make all payments required as specified in Section 8, hereunder within twenty (20) calendar days after service of a written notice from the Trust demanding payment. Any such notice of intent to tem1inate shall be sent by the Trust to the Public Authority and the Union or by the Public Authority to the Trust and the Union at least sixty days prior to tennination.

(c) Following the termination of this Agreement, it is understood and agreed that the Trust will be responsible for payment of claims of eligible employees which are (1) covered under the Trust Agreement and an applicable Plan and (2) incmred on or before the termination date. In no event will the Trust be responsible for any claims incurred after the tennination date. After the termination date, neither the employees, the Union nor the Public Authority will retain any right or interest in the Trust or any of its assets and will not be entitled to any share of the reserves maintained by the Trust.

(d) This Agreement may be amended only in a writing jointly executed by the Public Authority, the Union and the Trust.

15. Waiver of Claims

The Public Authority and the Union hereby waive any claims against the Trustees, agents, or einployees of the Trust for any loss, cost or expenses, including attorneys' fees, alleged to arise from or relate to the Trustees, agents or employees' good faith discharge of responsibilities under this Agreement or under the Trust Agreement.

16. Arbitration

The parties agree that any controversy or claim arising out of or relating to the interpretation or application of this Agreement, or any breach thereof, including any claim that

08.PART.AGT.lTHCWT.CC.082B08 4

this Agreement is, in whole or in part, invalid, illegal or otherwise voidable or void, will be submitted to arbitration in accordance with the American Arbitration Association's Labor Arbitration Rules and judgment upon the award may be entered in any court with jurisdiction. Provided, however, that collection of contributions and other related actions will not be subject to arbitration. Additionally, the Trust is not subject to any arbitration arising from the MOU. The costs of arbitration shall be shared equally between the Parties regardless of the outcome.

17. Severability

If any provision of this Agreement or application thereof is held invalid, the invalidity will not affect other provisions or applications of this Agreement which can be given effect notwithstanding the invalid provision or application, and to this end the provisions of this Agreement are declared to be severable.

18. Entire Agreement

This Agreement, together with all appendices or other attachments referenced herein, constitutes the entire agreement between the Trust and Union and the Public Authority regarding the subject matter of this Agreement and supersedes any memoranda of understanding, written proposals, terms sheets and any other oral discussions or agreements.

19. Waiver

Any of the tenns 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 hereof.

20. Binding Effect

This Agreement is binding upon and shall inure to the benefit of the parties hereto, their respective agents, employees, representatives, officers, directors, 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.

21. 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.

22. Notice

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:

dB.PART.AGTLTHCWT,CC .OB2BOB 5

If to the Trust:

Tyrone R. Freeman Chair, Board of Trustees Long Term Care Workers Health

Trust Fund 2515 Beverly Boulevard Los Angeles, California 90057

If to the Union:

Tyrone R. Freeman President, SEIU- United Long- Term

Care Workers Union 2515 Beverly Boulevard Los Angeles, California 90057

If to the Public Authority:

Charles Calavan Executive Director Public Authority for IHSS 6955 Foothill Blvd, Third Floor Oakland, CA 94605

IN WITNESS WHEREOF, the parties have executed this Agreement by their respective officers duly authorized so to do.

Public Authority for IHSS United Long- Term in Alameda County Care Workers Union

Dated: _ Dated: --""+-=-----=-,fC--

By: _

Long Term Care Workers Health Trust Fund

Dated: ¥~Y'lp {S

ByQ~ Approved as to Form RICHARD E. WINNIE, County Counsel

~~ OB.PART.AGT.LTHCWT.CC.OB2BOB 6

EXHIBIT B PAYMENT TERMS

l. County will pay Contractor upon successful completion and acceptance of the following services listed below:

Health Care Services to eligible IHSS home-care workers per the

Participation Agreement, Exhibit A-I:

$194.00 per covered member, per month

2. Employer Contributions and Reports (a) The Public Authority will submit to the Trust by the 1Sth of each month the

eligibility (or coverage) file identifying those to be covered in the subsequent month.

(b) Within S days of submitting the eligibility file, the Public Authority will submit an invoice to the Trust identifying the number of members for whom the Public Authority will make payment of the Public Authority's share of the monthly premium ($194 per member per month).

(c) The Public Authority will send payment for the monthly Employer Contribution (the $194 per member per month) to the Trust by the fifteenth (1 Sth) of the month in which the employees are covered and payment will be considered delinquent if not received or postmarked within twenty (20) days of the date payment is due. Liquidated damages and interest will be charged to delinquent contributions in accordance with the Trust Agreement.

(a) The Public Authority will provide the Trust and the Union, at either's written request, the Public Authority's current criteria and policies for health insurance eligibility, termination, and the grace period in writing and provide in writing any changes in those policies and criteria prior to implementation.

(b) The Public Authority's obligations under the section will commence in September 2008 for the coverage month of October 2008 and will continue for one month after the termination of this Agreement pursuant to Section 13.

3. Within (S) days of submitting the covered-eligibles file, the Public Authority will submit an invoice to the Trust. Invoices will be created and approved by The Public Authority (1 st), and Alameda County (2nd

).

4. Total payment under the terms of this Agreement will not exceed the total amount of Five million, five hundred thousand dollars ($S.SM). This cost includes all taxes and all other charges. The Public Authority will send payment to the Trust by the fifteenth (l Sth) of the month in which the members/employees are to be covered. Payment will be considered delinquent if not received or post-marked within twenty (20) days of the date payment is due. Liquidated damages and interest will be charged to delinquent contributions in accordance with the Trust agreement.

Page 1 of 1

C

EXHIBIT C

COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

A Commercial General Liability $1,000,000 per occurrence (CSL) Premises Liability; Products and Completed Operations; Contractual Bodily Injury and Property Damage Liabilit ; Personalln'u and Advertisin Liabili

B Commercial or Business Automobile Liability $1,000,000 per occurrence (CSL) All owned vehicles, hired or leased vehicles, non-owned, borrowed and Any Auto permissive uses. Personal Automobile Liability is acceptable for Bodily Injury and Property Damage individual contractors with no trans ortation or haulin related activities Workers' Compensation (WC) and Employers Liability (EL) WC: Statutory Limits Re uired for all contractors with em 10 ees EL: $100,000 er accident for bodil in'u or disease

D Endorsements and Conditions: 1. ADDITIONAL INSURED: All insurance required above with the exception of Personal Automobile Liability, Workers'

Compensation and Employers Liability, shall be endorsed to name as additional insured: County of Alameda. its Board of Supervisors. the individual members thereof. and all County officers. agents. employees and representatives.

2. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term ofthe Agreement with the following exception: Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 3 years following termination and acceptance of all work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement.

3. REDUCTION OR LIMIT OF OBLIGATION: All insurance policies shall be primary insurance to any insurance available to the Indemnified Parties and Additionallnsured(s). Pursuant to the provisions of this Agreement, insurance effected or procured by the Contractor shall not reduce or limit Contractor's contractual obligation to indemnify and defend the Indemnified Parties.

4. INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with aA.M. Best Rating of no less than AVII or equivalent, shall be admitted to the State of California unless otherwise waived by Risk Management, and with deductible amounts acceptable to the County. Acceptance of Contractor's insurance by County shall not relieve or decrease the liability of Contractor hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor.

5. SUBCONTRACTORS: Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

6. JOINT VENTURES: If Contractor is an association, partnership or other joint business venture, required insurance shall be provided by anyone of the following methods:

- Separate insurance policies issued for each individual entity, with each entity included as a"Named Insured (covered party), or at minimum named as an "Additional Insured" on the other's policies.

- Joint insurance program with the association, partnership or other joint business venture included as a "Named Insured.

7. CANCELLATION OF INSURANCE: All required insurance shall be endorsed to provide thirty (30) days advance written notice to the County of cancellation.

8. CERTIFICATE OF INSURANCE: Before commencing operations under this Agreement, Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements, in form and satisfactory to County, evidencing that all required insurance coverage is in effect. The County reserves the rights to require the Contractor to provide complete, certified copies of all required insurance policies. The require certificate(s) and endorsements must be sent to:

- Department/Agency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave. 4th floor, Oakland, CA 94612)

Certificate C-1 Page 1of 1 Form 2001-1

Cll8ntJ: 4236U I nalt:!Tr::RM2

ACORD... CERTIFICATE OF LIABILITY INSURANCE I DAR (1IIIIIllDIYYYY) 08127108

PRODUCER lHlS CERTlFlCATE IS ISSUED AS A MATTER OF INFORMA1l0N USI Southern California ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE

HOLDER. lHlS CERTIFICATE DOES NOT AMEND, EXTEND ORL1e'0351182 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 21800 Oxnard Street, 8th Floor Woodland Hills, CA 91387 NAIC ,INSURERS AFFORDING COVERAGE IlIUIlED INSURER A:. Hartford Insurance Group AOOO48

Long Tenn Care Workers Health Trust Fund INSURER 8: Hlirtford euualty Insurance Company 2M24 1914112 Riverside Drive, Suite 101

INSURERC: Los Angeles, CA 90039

INSURERD:

INSURERE:

COVERAGES THE POLICIES OF INSURANCE LISTED BelOW HAVE BEEN ISSUED TO lliE INSURED NAMED ABOVE FOR lliE POlICY PERIOD IIIDICATED. NOTWllliSTANDING ANY REQUIREMENT, TERM OR CmOTlON OF ANY CONTRACT OR OlliER DOCUMENT WITH RESPECT TO WHICH llilS CERTifiCATE MAY BE ISSUED OR MAY PERTAIN. lliE INSURANCE AFFORDED BY lliE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALl THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS..

~ T'tI'! OF INIUIWlCE POLICY NUIIlI!R ~ ~~ UIIIT8

A ,..!!!.MElW. LIAIIIUTY 72UUNAH1519 07/14108 07/14109 EACH OCCURRENCE '1.000 000

~ ~MMERCIAI. GENERAL LIABIUTY DNAA..~:ro RENTED .300.000

I- CLAIMS MADE ~ OCCUR MEDEXPI.......... _1 .10000

I- PERSONAL. AIJV INJURY $1000 000 GENERAl AGGREGAR '2000.000

~Hl. AGGREn lIMIT -'PM PER; PROllUCTS· COMPIOP NJG .2000,000 X poucy ,;!,RT LOC

A ~LIMIUTY 72UUNAH1519 07/14108 07/14109 COMBINED SINGLE LIMIT '1,000,000AN'( AUTO (Ea eccIdInI)

-r- ALL OWNED AlITOS BODILY IHJURY

(per_) •SCHEDUlED AlITOSI-

~ HIRED AlITOS BODILY INJURY ("- eccIdInI) •

~ N~EDAlITOS

I- PROPERTY DAMAGE •(Per ec:ddent)

GARACII UAIIIUTY AUTO ONLY· EA ACCIDENT $

R'~YAllTO OTHER~ EAACC $

AUTO ONLY: AGG • A I::iJElIlUllllRl!LLA UABIUTY 72XHUAH1138 07/14108 07114109 EACH OCCURRENCE .1,000 000

X OCCUR D C4.A1MS MADE AGGREGATE .1000000

•MD~LE •

RETINTlON .10000 $

B 72WE1Y8819 07/01JD8 07/01109 X weSTAT\J. 1C7J1tWOltICI!RI COIIPENaAnON AND 1III'I.0'tIRI' LWI4Ul'Y E.L EACH ACCIDENT $1,000,000 AN'( PROPRJETORIPARTNERlEXECU'IlIIE

E.L DISEASE· EA EMPlOYEE .1000.000OFFlCERIMEMBER ElCQ.UDED?

I :~~~ONSbelow E.L DISEASE· POUCY LIMIT .1000 000 OTHeR

IlEICM'TION OF 0l'EM11OHI1 LOCA11OHI1 VEHIClE81 EllCWIICIHI ADDED BY ENDOIUI!lRNT I..eCIAL I'ROYIIIONI

Addltlon.llnsurad: County of Alameda, Its Board of SuperviSOrl, the Individual membera thereof, and all County officers, agents, employ... and

representatives. This In.urancels prilNlry regarding operations of the named Insured only. (See Attached Descriptions)

CANCELLAll0NCER11FICATE HOLDER

County of Alameda, Its Board of SUpervlsora 2000 San Pablo Avenue, 4th Floor oakland, CA 94812

ACORD 25 (2001101) 1 of 3 ts28250701M2825089

IHOULD NI'f OF 1M1! ABOVE DE~ PClLICII!I BI! CANCEUI!D _O.1ME EllPIIlAnON

DATI! TIlI!RI!ClF, 1M1! IlIlIUING INIURER WIl-L EHOEAIIOR TO IIAlL .....2. DAft WRmDl

NCmCI! TO 1ME CERTI'1CAR HOLDER NAIlED TO 1ME Len. BUT 'AlLUM TO DO 10 IHALL

-.olE 1IO OSLIGAT1ON OR UAMJTY OF NI'f KIND UPON THE 1lIURER.1TI AGENT1I OR

Rl!PRl!lENTATlVElI,

AUTHORIZED Rl!l'UlIENTL"--W. • ~ ... ~ ~~ ./ ,

• ACORD CORPORAll0N 1811SSXJA

IMPORTANT

If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s).

If SUBROGAliON 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).

DISCLAIMER

The Certificate of Insurence on the reverse side of this form does not constitute a contract between the Issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend. extend or 1I1ter the coverage afforded by the policies listed thereon.

ACORD 21-8 (2001108) 2 of 3 #S28250701M2825069

DESCRIPTIONS (Continued from Page 1)

-except 10 days notice of cencell.tlon for non payment of pntmlum.

AMI 25.3 (2001101) 3 of3 1S282507WM2825089


EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

For Procurements Over $25,000

The contractor, under penalty of perjury, certifies that, except as noted below, contractor, its principals, and any named and unnamed subcontractor:

• Is not currently under suspension, debarment, voluntary exclusion, or

determination of ineligibility by any federal agency;

• Has not been suspended, debarred, voluntarily excluded or determined

ineligible by any federal agency within the past three years;

• Does not have a proposed debarment pending; and

• Has not been indicted, convicted, or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years.

If there are any exceptions to this certification, insert the exceptions in the following space.

Exceptions will not necessary result in denial of award, but will be considered in determining contractor responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action.

Notes: Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Standard Services Agreement. Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification.

TITLE: V t ~ £" C ff;CJ I tL

DATE: ~~C?_8~_


EXHIBITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents, prime contractor shall immediately enter/assign subcontractors in the System, confirm payments received from the County within 5 business days in the System, immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System. Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System.

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project. Contractors having contracts with the County should schedule a representative from their office/company, along with each of their subcontractors, to attend training. The training schedule may be viewed online at http://www.elationsys.com/elationsys/support l.htm or call Elation Systems at (510) 7641870. A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge.

It is the Contractor's responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System. Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda County.

(

Excluded Parties List System Page 1 of 1

~':c,jrcll Current Exclusions Resources

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AGREEMENT ESTABLISHING THE LONG-TERM CARE WORKERS HEALTH TRUST FUND

THIS TRUST AGREEMENT is made and entered into this ~ay of April, 2006 by and between the Service Employees International Union, Local 4348 ("LOCAL 434B") and certain individuals who currently are members or staff of, or serve as an officers of LOCAL 4348 and \vhose names appear below, as Trustees ("Trustees" or "Board of Trustees");

This Agreement adopted by LOCAL 4348 constitutes the Trust Agreement CTrust Agreement") intended to establish the Long-Term Care Workers Health Trust Fund CTrust") and to meet all requirements for qualification as a tax-exempt voluntary employees beneficiary association pursuant to Sections SOl (a) and 501(c)(9) of the Internal Revenue Code of 1986 (Code") as amended; and

Funds will from time to time be contributed to the Trust by members of LOCAL 4348, and various public agencies of Cali fomi a to be held for the exclusive benefit of the Plan Participants or their beneficiaries, including payment of administrative expenses.

LOCAL 4348 and the Trustees agree as follows:

ARTICLE I

DEFINITIONS

Section].1 Benefit Plan(s)

The tenn "Benefit Plan(s)" or "Plan(s)" means the written rules ofeJigibility, schedule of benefits, exclusions and related provisions adopted by the Board of Trustees, whether pursuant to an insurance policy, a contract with a health maintenance organization, through self-funding, under contracts with medical providers, or any combination of these and adopted in accordance with AJ1icJe V.

Section 1.2 ]Hemorandum of Understanding

The term "Memorandum of Understanding" means any agreement entered into by LOCAL 4348 and an Employer, or a Union and an Employer, and any extension, amendment, modification, renev,ral or successor agreement thereto, that provides for the Employer's participation in the Trust, its agreement to pay contributions to the Trust on terms acceptable to the Trustees and its acceptance of the terms of the Trust and Plan.

Section 1.3 Custodian or Corporate Co-Trustee

The term "Custodian" or "Corporate Co-Trustee" means a bank or trust company qualified to act as a fiduciary under California or federal law.

Section 1.4 Employee

The term "Employee" means 1) a puhlic sector long-term care worker covered hy a Memorandum of Understanding; 2) a pub] ic sector long-term care worker not covered by a Memorandum of Understanding but represented by the Union who pays Employee Contributions and enrolls in accordance with a Participation Agreement; and 3) other public sector long-term care workers in California viho pay Employee Contributions and enroll in accordance with a Participation Agreement.

Section 1.5 Employee Contribution

The tem "Employee Contribution" means payments required to be made to the Trust by an Employee in accordance with the applicable Memorandum of Understanding and/or Participation Agreement, or in accordance with an agreement between an Employee and the Trust.

Section 1.6 Employer

The term "Employer" means the Ventura County [n-Home Supportive Services Public Authority and any other public agency in California that is signatory to a Memorandum of Understanding and/or a Participation Agreement, provided the Board of Trustees has approved such employer's participation in the Trust.

Section 1.7 Employer Contribution

The term "Employer Contribution" means the payments made or required to be made to the Trust by an Employer in accordance with that Employer's Memorandum of Understanding and/or Participation Agreement.

Section 1.8 Participant

The term "Participant" means any Employee who satisfies the eligibility requirements of and has been accepted for enrollment and enrolls in one or more of the Benefit Plans provided under the Trust.

Section 1.9 Participation Agreement

The tem "Paliicipation Agreement" means a written agreement, in the form required by the Trust, between the Trust, as the paliy of the first part, and an Employer and a Union, as the parties of the second part, under the tenns of which the Employer agrees to contribute to the Trust to provide the benefits offered by the Trust to Employees of the Employer in accordance with the tcnns of this Trust Agreement and the Benefit Planes). "Participation Agreement" also refers to any written agreement between the Trust and an Employee that requires the payment of Employee Contributions to the Trust.

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Section 1.1 0 Trust

The term "Trust" means the Long-Term Care \Vorkers Health Trust Fund created and maintained pursuant to the terms of this Trust Agreement.

Section 1.1 J Trustee(s)

The tcrm "Trustees" or "Board oCTrustees" means the person or persons executing this Trust Agreement as trustees and their successors appointed to serve as the trustees of this Trust pursuant to Article IIJ.

Section 1.12 Union

The term "Union" means LOCAL 434B and any other bargaining agent for long-tenn care workers that is permitted by LOCAL 434B to participate in the Trust and that enters into a Partici pation Agreement.

ARTICLE II

CREATION OF THE TRUST

Section 2.1 Creation of the Trust

There is hereby created the Long-TeIID Care Workers Health Trust which shall consist of aJl assets from whatever source coming into the possession of the Trustees, including assets derived from contributions by Employers and Participants, by assigrunent of rights, by transfer of dividends, experience generated surpluses, or premium refunds in connection with service agreements with health care service plans and/or disability or health care insurance policies under which the Trust is the designated policyholder, by merger or otherwise, together with all interest, income and other returns thereon of any kind whatsoever.

Section 2.2 Principal Office

The Trust shall have its principal office in the Los Angeles office of LOCAL 434B, or at such other location as directed by the Trustees.

Section 2.3 Purpose

The Trust is created and is to be maintained for the exclusive purpose of providing specified Pa11icipants one or more benefits from among the type of benefits permitted under Section 501 (c)(9) of the Code and defraying reasonable administrative expenses in accordance with the terms of this Trust Agreement. Neither LOCAL 434B, a Union, an Employer, Participant nor beneficiary has any right, title or interest in the Trust except as othef\\'ise specifically provided for herein.

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Section 2.4 Limitation of Liability for Trust Debts

Neither LOCAL 4348, a Union, an Employer, Participant nor beneficiary shall be liable or responsible for any debts, liabilities or obligations of the Trust or the Trustees.

Section 2.5 Limitation of Trust's Liability for Other's Debts

Neither the Trust nor any contributions to the Trust will be, in any marmer, liable for or subject to the debts, contracts or liabilities of LOCAL 434B, a Union, an Employer or an Employee.

Section 2.6 Liability for Contributions

No Employer nor any officer, agent or employee of an Employer is liable for Employer Contributions due the Trust by another Employer. No Union nor any officer, agent or employee of a Union is liable for Employer Contributions due the Trust by any Employer, No Employee is liable for Employer or Employee Contributions due the Trust by another Employer or Employee.

Section 2.7 Name

The name of the Trust is the Long-Term Care Workers Health Trust Fund.

Section 2.8 Participation of other Employers

With the approval of the Board of Trustees, any Employer in California may join the Trust by:

a. Agreement to do so in a Memorandum of Understanding and execution of the Trust's Participation Agreement; or

b. Executing a Participation Agreement for Employees not covered by a Memorandum of Understanding,

Section 2.9 Named Fiduciary

The Named Fiduciary of the Trust is the President of LOCAL 434B,

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ARTICLE HI

CONTRIBUTIONS TO THE TRUST

Section 3.1 Manner of Contributions

Contributions will be made into (he Trust, in the manner required by the Memorandum of Understanding and/or Participation Agreements. The rate of Employer or Employee Contributions will be governed at all times by the Employer's Memorandum of Understanding and/or Participation Agreement. If a Memorandum of Understanding and/or Participation Agreement provides for Employee Contributions, the Union will collect the full Employee Contribution for each employee and pay it to the Trust, or its designated agent. Each payment must be accompanied by a complete and accurate contribution report in the form required by the Trustees.

Section 3.2 Receipt of Contributions

Employer and Employee Contributions to the Trust are required to be paid directly to the Custodian as may be designated by the Trustees, qualified and doing business in the State of California and subject to the supervision of the Superintendent of Banks or the Controller of the currency of the State of California, or to a bank designated by the Trustees, which is a member of the Federal Reserve Bank, or to the principal office of the Trust or any other place designated by the Trustees.

Section 3.3 Delinquent Contributions

An Employer is delinquent iflate payment or underpayment of Employer Contributions occurs because the Employer: (i) fails to submit a complete contribution report with the full amount of contributions by the due date or \.vithin any grace period established by the Trustees; (ii) fails to submit contributions on behalf of all Employees for whom contributions are required by the Memorandum of Understanding and/or Participation Agreement by the due date or within any grace period established by the Trustees; (iii) fails to properly compute the contributions according to the applicable contribution fOlmula; or (iv) otherwise fails to meet its obligations under this Trust Agreement. In the case of repeated delinquencies by an Employer, the Trustees may establish special rules applicable to that Employer, including without limitation, advancing the due date and/or requiring the posting of a bond or other security against future delinquencies.

An Employee is delinquent if late payment or underpayment of Employee Contributions occurs because the Employee fails to submit the full amount of Employee Contributions as required under the Participation Agreement.

Section 3.4 Liquidated Damages

The pa11ies recognize and acknowledge that the regular and prompt payment of Employer Contributions and Employee Contributions to the Trust are essential to the" maintenance and effectiveness of a Plan and that it would be extremely difficult, if not impracticable, to fix the

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actual expense and damaQc to the Trust and to a Plan which would result from the failure of alW ~ .

party to pay Employer Contributions or Employee Contributions by the time specified. Therefore, the amount of damage to the Trust or Plan resulting [rom any such failure in any month is presumed to be the sum of 10% of the ~;mount of the Employer Contribution or Employee Contribution due and payable in said month, which amount becomes due and payable to the Trust by the payor as liquidated damages and not as a penalty, at the place where the Employer Contribution or Employee Contribution is payable upon the day immediately following the date on which the Employer Contribution or Employee Contribution become delinquent and will be in addition to said delinquent Employer Contribution or Employee Contribution; provided, however, the Board of Trustees may wai ve payment or reduce the amount o[any said liquidated damages in a particular case upon good cause satisfactory to the Board of Trustees being established.

Section 3.5 Interest

Interest shall be charged on delinquent Employer Contributions and Employee Contributions at the interest rate prescribed under Section 6621 of the Code, as amended, but in no event shall the interest rate charged be more than 10% per annum. AJ I payments made to the Trust shall first be applied to any delinquent Employer Contribution or Employee Contribution.

Section 3.6 Legal Actions

Upon resolution adopted by the Board of Trustees, the Trust may initiate legal proceedings against an Employer or Employee to collect delinquent Employer Contributions or Employee Contributions, interest, attorneys' fees and other costs of collection, including wi thout limitation, collection agency fees, accountant fees, attachment and execution costs and court costs. Any such proceeding may be instituted in the name of the Trust or the Board of Trustees or the claim may be assigned to a third person for collection. The county in which the principal Trust office is located is acknowledged by the parties to be the proper county in which to institute any such action.

The Employer or Employee is required to reimburse the Trust or its assignee for all reasonable attorneys' fees, audit fees, court costs, collection agency fees, and all other reasonable expenses incurred in connection with any such suit or claim, including any and all appellate proceedings therein. It is recognized that attorneys' fees and other costs of collection mel)' be substantial in relation to the amount of the delinquency and may exceed the amount of the delinquency.

Section 3.7 Records

Each Emp[oyer must maintain its time and work records, financial statements, tax returns or such other records relating to employment for which Contributions are payable to the Trust sufficient to determine whether the Employer or the Union has satisfied its ohligations to the Trust and to permit the Trust to comply with applicable laws. For any period of employment, these records must be available for inspection and review by the Trust for a period of not less than six (6) years after the end of the calendar year in which the employment occurs.

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Section 3.8 Inspection and Audit

The Board of Trustees may require an Employer to submit to the Board or its authorized representative any information relevant to the administration of the Trust. Upon written notice, an Employer must permit an authorized representative of the Trust to enter upon the premises of the Employer during regular business hours to audit and copy such records as are necessary to determine \vhether the Employer is making full and prompt payment of all sums required to the Trust.

Except as otherwise provided in this section, if an examination of the records of an Employer reveals that full and prompt payment of all sums due has not been made, and that the deficiency is more than 5 percent of the total Contributions required in the period examined, the Employer is required to reimburse the Trust for the costs of the examination (including without limitation, attorneys' fees and accountant fees), in addition to any other obligations it has under this Trust Agreement. The Board may waive all or any part of these costs for good cause shown.

Section 3.9 Reimbursement

If an Employer Contribution is made on behalf of a person for whom Employer Contributions are not permitted or are not required under the Memorandum of Understanding and/or Participation Agreemenl of an Employer, the Employer is required to reimburse the Trust for any administrative expenses, premiums or benefits paid for the person that exceed the erroneous Employer Contribution paid on hLS or her behalf.

Section 3.10 Setoff

An Employer's obligation to contribute to the Trust is not subject to set-off or counterclaim by the Employer for any liability asserted by the Employer against a Union or Employee.

Section 3.11 Contributions not Wages

Contributions to the Trust do not constitute and may not be deemed to be wages due to Employees with respect to whom the payments are made, and no Employee is entitled to receive any part of the Contributions made or required to be made to the Trust in lieu of the benefits provided by the Trust.

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ARTICLE IV

APPOINTMENT OF TRUSTEES BOARD PROCEDURES

Section ~.1 Number and Appointment of Trustees

The Trustees of this Trust consist of the President of LOCAL 43413, two staff members of LOCAL 43413 and a member of LOCAL 43413, both as appointed in writing by the President of LOCAL 43413. Trustees who are appointed must have a degree from a four-year college or a high school diploma with a license or certificate from the State of California as a healthcare professional, or a combination of education and relevant experience.

Section 4.2 Term of Office

Each Trustee serves until death, incapacity, resignation or removal from office as provided by this Trust Agreement.

Section 4.3 Resignation or Removal of Trustee

A Trustee may resign at any time in writing to the Chair of the Board of Trustees at least thirty (30) days prior to the date on which the resignation is to be effective.

Any Trustee may be removed from office at any time for any reason by an instrument in writing, signed by the President of LOCAL 43413 and served upon the Trustee to be removed and the other Trustees.

Section 4.4 Appointment of Successor

If any Trustee dies, resigns or is removed from office, a successor Trustee must be appointed as soon as practicable by an instrument in writing, signed by the President of LOCAL 43413 and served upon the other Trustees.

Section 4.5 Power to Act in Case of Vacancy

No vacancy will impair the power of the remaining Trustees, acting in the manner provided by this Trust Agreement, to administer the affairs of the Trust.

Section 4.6 Selection of Chair, Vice-Chair, Secretary

The Trustees will eject one of their number to act as Chair of the Board of Trustees and one to act as Vice-Chair, and the third to serve as Secretary for a lenn of two (2) years or such other period as the Trustees determine.

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Section 4.7 Meetings of Trustees

The Trustees will meet at such intervals as they deem appropriate, but at least annu:Jlly A meeting may be called by the Chair or Secretary of the Board of Trustees by written notice, mailed, faxed or sent by email, to the other Trustees not less than five (5) business days prior to the meeting. Any meeting at \\<hich all of the Trustees are present, or concerning which all Trustees have waived notice in writing, will be a valid meeting without the giving of any notice. All meetings of the Trustees will be held at the principal office of LOCAL 434B, unless other places are designated from time to time by the Trustees or in the notice calling the meeting.

Section 4.8 Quorum; Voting Procedures

(a) The Board of Trustees may not take any action or make any decisions except upon the vote of the Trustees at a duly noticed meeting at which a quorum is present or except by the signed or telephonic conCUlTence of all Trustees vvithout a meeting. Once a quorum has been established at a meeting, it continues to exist until the meeting is adjourned.

(b) A quorum v,'ill consist of two Trustees.

(c) All actions of the Board of Trustees will be decided by a majority vote of those Trustees in attendance at a meeting.

Section 4.9 Payment of Compensation

Trustees serve without compensation of any kind or nature whatsoever from the Trust. The Trust may payor reimburse necessary, reasonable and actual expenses incurred by the Trustees in connection with Trust business that are supported by receipts and subject to slich rules as may be adopted by the Trustees from time to time.

Section 4.10 Return of Records

Any Trustee who resigns or is removed from office must forthwith tum over and deliver to the remaining Trustees at the principal office of the Trust any and all records, books, documents, monies, and other property in his possession or under his or her control which belong to the Trust or to which it is entitled.

ARTICLE V

POWERS AND DUTIES OF TRUSTEES

Section 5.1 General Powers

The Board of Trustees has all general and incidental powers reasonably necessary to administer the Trust, to administer and maintain the Plans in effect and carry out the purposes of the Trust. The express pO\V'ers set forth in this Trust Agreement are examples of these powers and not limitations of them. A schedule of benefits and limitations, rules of eligibility, and a

9

statement of the basis on which Plan benefits arc to be paid must be described in writing for each Plan. The Board of Trustees has the authority to design alternative benefit plans and schedules of benefits and may at any time, upon reasonable notice, amend the Planes). The power to amend, as an exampk and not as a limitation, includes the power to reduce, modify. or improve benefits, or im pose cond itions upon the recei pt of benefits. In addition, the Board of Trustees may amend or modify the existing Plans when the contributions to the Trust and reserves of the Trust are insufficient to maintain the Plans selected by the parties at the time of negotiation, provided that such action may not be taken unti I after the Employers and Unions are provided at least sixty (60) days advance written notice of such changes and the amount of additional contributions that could avoid such changes. The Board of Trustees is not pennitted to accept contributions from any Employer under any Memorandum of Understanding which contains terms inconsistent with this Section.

Section 5.2 Dut), of Custody

The Board of Trustees is required to enter into an agreement with a Custodian for the purpose of receiving, holding and disbursing the assets of the Trust.

Section 5.3 Power to Act in Concert with Others

In furtherance of the administration of the Trust and Plans, the Trustees have the authority to:

a. Enter into direct negotiation with health care providers in order to obtain the lowest cost to provide the benefits for Participants of each individual Plan. All contribution levels, plans of benefits, and eligibility rules will be established by the Board ofTrustees;

b. Coordinate with other similar Trust Funds the utilization of accounting, legal, investment, consulting and administrative services;

c. Entertain bids for the procurement of insurance policies;

d. Coordinate ,",vith other similar Trust Funds to provide any of the benefits specified in a Plan; and

e. Provide to an Employer or a Union cost estimates concerning existing schedules of eligibility and benefits or any alternative eligibility and benefit specification as requested by an Employer or a Union.

Section 5.4 Duty to Collect Contributions

The Board of Trustees has the power to demand and enforce the prompt payment of Employer Contributions or Employee Contributions to the Trust, as specified by the Memorandum of Agreement and/or Participation Agreement and/or any other written agreement requiring contributions to the Trust, or delinquent payments, liquidated damages as provided in

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Section 3.4 of Article Ill, or interest as provided in Section 3.5 of Article lIT. Ifanyobligor defauhs in making such contributions or payment and if it becomes necessary for the Board of Trustees to consul t legal counsel \vith respect thereto, or if the Board of Trustees fi les a su it or claim with respect thereto, there will be added to the obligations of the obligor interest and liquidated damages as provided herein, reasonable attorneys' fees, court costs and all other reasonable expenses incurred by the Board of Trustees in connection ",ith such suit or claim, provided the Board of Trustees prevails in such litigation.

Section 5.5 Additional Powers

The Board of Trustees shall have the power and authority to use and apply the Trust for the following purposes:

(a) To payor provide for the payment of all reasonable and necessary expenses of paying premiums due under insurance policies, health maintenance organizations or service contracts that offer a program of health and welfare benefits.

(b) To payor provide for the payment o(all reasonable and neceSS31Y expenses (i) of collecting Contributions, Employee Contributions and payments and other monies and property to which they may be entitled and (ii) of administering the affairs of this Trust, including the employment of such administrative, legal, accounting, expert and clerical assistance, the purchase or lease of such premises, materials, supplies and equipment and the performance of such other acts, as the Trustees, in their sole discretion, find necessary or appropriate in the performance of their duties.

(c) To provide health and welfare benefits, including life, disability and accidental death and dismemberment insurance, either insured or self-insured, in such amounts and forms as in the discretion of the Trustees is deemed most beneficial, advantageous and desirable from the standpoint of the Employer Contributions, Employee Contributions and Trust Assets available for such purposes consistent with Section 5.1 of this Article.

(d) To establish and accumulate such reserve funds as the Board of Trustees in its sole discretion deems necessary and desirable for the proper operation of the Trust.

(e) To pay all other reasonable, proper and necessary expenses incurred by any Trustees not specified above, including the cost of defense in litigation arising out of the trusteeship of this Trust, which is not a result of willful misconduct or bad faith, to the extent pem1itted by law.

(f) To payor provide for the payment of premiums on the contracts or policies of insurance or fees on service provider agreements, which contracts or policies of insurance will be contracted for in the name of and issued to the Board of Trustees or the Trust, as the Board of Trustees may determine.

(g) To compromise, settle, or release claims or demands in favor of or against the Trust on such terms and conditions as the Board of Trustees may deem desirable.

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(h) To adort rules and regulations for the administration of the Trust or the Plans which are not inconsistent \vith the telms and intent of this Trust Agreement, the applicable ;v1emorandum of Understanding and/or Participation Agreement and such Plan.

(i) To make appropriate allocations of common administrative expenses and disbursements shared or to be shared by the Trust and any other similar trust fund.

(j) To amend or tellTlinate any insurance policy and/or service contract providing for any Plan at any time so long as not inconsistent with any Memorandum of Understanding. Any amendment or termination must be in writing and signed by t\.\'o Trustees and provided to all Trustees.

(k) To establish Plans with different classes of benefits to be paid to Participants on an equitable basis relative to contribution differentials, if the Memorandum of Understanding and/or Participation Agreement provides for different amounts to be contributed to the Trust. Such Plans may have different eligibility rules as well.

(I) To segregate accounting for Plans established in connection with Employer-funded benefits and Plans established in connection with Employee-funded benefits, as the Board of Trustees in its sole discretion deems necessary and desirable for the proper operation of the Trust.

Section 5.6 Rights of Policyholder

The Board of Trustees may exercise all rights and privileges granted to the policyholder by the provisions of each contract or policy of insurance which they, in their sole discretion, may deem necessary or advisable.

Section 5.7 Investment of Trust Assets

(a) The Board of Trustees has the power and authority in its sole discretion to invest and reinvest such funds as are not nec~ssary for current expenditures or liquid reserves, as they may from time to time determine, in such investments as described herein. The Board of Trustees is required to restrict investments to the following:

1. Cash and Cash Equivalents including money market mutual funds.

2. Fixed Income investments including the following:

(i) U.S. Government Securities, including securities issued by U.S. Governmental agencies such as Ginnie Mae or Fannie Mae;

(ii) Certificates of Deposit (CDs) and Bank Investment Contracts (BICs) that are fully insured by the Federal Deposit Insurance Corporation;

(iii) Insurance Company Guaranteed Investment Contracts (GICs) issued by insurance

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companies whose financial stability and claims-paying ability is demonstrated by independent rating organizations;

(iv) Corporate Bonds (non-convertible);

(v) Commercial Paper consisting of other shorHenn securities rated investment grade or better; and

(vi) Mutllal Funds.

(b) Prohibited Investments

Common stocks are not suitable investments for the Trust. The Trust may not borrow funds in order to purchase investments. The Trust may not purchase leveraged securities. The Trust may not purchase Interest Only ("10") or Principal Only ("PO") securities, even when the underlying securities meet the above investment criteria. Further, no investment transactions arc allowed to occur outside the United States and no asset is allowed to be held outside the jurisdiction of the United States District Courts.

(c) Quality and Marketability

Fixed income securities must have a rating of BBB or higher by Standard & Poor's or Baa by Moody's. Should the rating on any bond purchased subsequently be reduced below "investment grade" or cease to be rated, sale of the issue is not required except as warranted by investment considerations. Quality and security should be emphasized over maximum return in all short-tenn cash investments. The Investment Manager will have discretion as to the types of securities used except that all commercial paper obligations purchased must have minimum respective ratings ofP-2 by Moody's or A-2 by Standard & Poor's.

(d) Liquidity

The Board of Trustees will monitor the Trust's cash flow on a regular basis, and will maintain sufficient liquidity to fund payment outflows. Fixed income securities should be held in various maturities ("laddered") in order to provide for the anticipated needs of the Trust and to reduce the adverse impact of changes in interest rates. The duration of the fixed income portfolio is not allowed to exceed the duration of the Merrill Lynch 1-3 Year Treasury Index by more than 30%.

(c) Delegation of Responsibility

The Board of Trustees is authorized, iri its discretion, by resolution, to allocate to a committee such duties and responsibilities to invest and reinvest such Trust assets as it shall specify in such allocation.

(t) Appointment of Investment Manager

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Notwithstanding anything to the contrary herein contained, the Named Fiduciary may transfer to, one or more Investment Managers the authority and duty to invest and reinvest all or a portion of the Trust assets as the Board of Trustees shall specify. The Board may terminate any such appointment upon thirty (30) days' written notice. The fees of such Investment Manager, and its expenses to the extent permitted by Jaw, will be paid out of the Trust. As used herein, the teon "Investment Manager" means a person or organization that satisfies the requirements of Section 3(38) of ERISA and has prOVided written acknowledgment to the Trustees that it is a qualified Investment Manager and that it vvill serve as a fiduciary. An Investment Manager shall exercise its authority in strict conformity with the requirements and standards referred to and set forth in the Trust for the exercise of such authority by the Trustees.

In the event one or more Investment Managers are designated by the Trustees, then in accordance with and subject to the conditions set forth at Section 405(d) of ERISA, no Trustee shall be liable for the acts or omissions of such Investment Manager or be under any obligation to invest or otherwise manage any assets of the Trust which are subject to the management or control of such Investment Manager. The Trustees may not delegate to an Investment Manager responsibility for the establishment ofguidellnes, which guidelines shall be established solely by the Trustees.

The Trustees shall be under no duty to question, or make inquiries as to, any act or direction of any Investment Manager taken as provided herein, or any failure to give directions, or to review the securities held as a result of directions by an Investment Manager, or to make any suggestions to an Investment Manager with respect to investment and reinvestment of, or disposing of investments in, the Trust so long as such acts or directions or securities are not inconsistent with the investment guidelines adopted by the Trustees. The Trustees shall not be liable for any acts or omissions of any Investment Manager, or be under any obligation to invest or otherwise manage any assets of the Trust. Accordingly, the Trustees shall be under no liability for any loss of any kind which may result by reason of any act or failure to act, provided such act or failure to act is in accordance with any directions of the Investment Manager or is by reason of inaction in the absence of written directions from the Investment Manager.

(g) Investment Policies

The Board of Trustees is required, from time to time, to adopt appropriate investment policies or guidelines in connection with any allocation or delegation of investment functions under paragraphs (e) and (f) of this Section 5.7.

(h) Diversification

The investments of the Trust shall be diversified so as to minimize the risk of large losses.

(i) Prohibited Transactions

The Trustees and the Investment Manager shall not engage in any prohibited transactions within the meaning of Section 406 and Section 407 of ERISA, or Section 4975(c) of the Code,

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unless such transaction is exempt under Section 408 or Section 414(c) of ERISA or Section 497S(d) of the Code.

Section 5.8 Delegation of Authority

The Trustees may, by resolution, by-law or by provisions of this Trust Agreement, allocate fiduciary responsibilities and various administrative dULies Lo committees or subcommittees of the Board of Trustees, and the Trustees may delegate such responsibilities and duties to other individuals as they may deem appropriate or necessary in their sole discretion.

Section 5.9 Fidelity Bond

The Trustees and such other employees of the Trust who handle the monies of the Trust musL be bonded in such amounts as the Board of Trustees deems reasonable. and such bonds must be in compliance \vith ERlSA and any appl icable state law. The cost of such bonds will be paid for by the Trust. The Board of Trustees vlill, from time to time, review the amounts of such bonds and require such adjustments in their amounts as are appropriate.

Section 5.10 Fiduciary Insurance

The Trustees may in their discretion obtain and maintain policies of insurance, to the extent penni ned by law, to insure themselves, the Trust, and employees and agents of the Trustees and of the Trust, \vhile engaged in business and related activities for and on behalf of the Trust (l) with respect to liability as a result of acts, errors or omissions of the Trustees, employees and agents, and (2) with respect to injuries received or property damage suffered by them. The cost of the premiums for such policies of insurance wi II be paid, to the extent pel1llitted by law, from the Trust.

Section 5.11 Trust Manager

The Board of Trustees may employ or contract for the services of an individual, finn or corporation, to be known as the "Trust Manager," who will, under the direction of the Trustees or under the direction of any appropriate committee of the Trustees, administer the office or offices of the Trllst and of the Trustees; coordinate and administer the accounting, bookkeeping and clerical service; provide for actuarial services; prepare (in coop~ration, where appropriate, with an actuary and independent auditor) all reports and other documents to be prepared, filed or disseminated by or on behalf of the Trust in accordance with law; assist in the collection of Employer Contributions and Employee Contributions required to be paid to the Trust; and perform other duties and furnish such other services as may be assigned, delegated, directed or contracted by or on behalf of the Trustees. The Trust Manager may also serve as the custodian on behalf of the Trustees of all documents and other records of the Trustees and of the Trust.

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Section 5.12 Judicial Settlement

The Board of Trustees is entitled, at any time, to have ajudicial settlement of its accounts and to seek judicial protection by any action or proceeding it detennines necessary and, further, to obtain a judicial detemlination or declaratory judgment as to any question of construction of this Trust Agreement or for instructions as to any action thereunder and, further, as to any question relating to the discharge of its duties and obligations under, or in connection wilh, the administration of this Trust and as to the distribution of assets belonging to the Trust Any such determination, decision or judgment is binding upon all p311ics to, or claiming under this Trust Agreement.

Section 5.13 Signatures on Checks

All checks drafts, vouchers or other \vithdrawals of money from the Trust must be authorized by at least one Trustee, or his or her designee, as designated by the Board of Trustees.

Section 5.14 Annual Audit

The books of account and records of the Board of Trustees, including the books of account and records pel1aining to the Trust, must be audited, in accordance with ERlSA § 103, at least once a year by a qualified certified public accountant to be selected by the Board of Trustees. The Board of Trustees will also make any other reports required by law. A statement of the results of the armual audit will be available for inspection by interested persons at the principal office of the Trust and at such other suitable places as the Board of Trustees may designate from time to time.

Section 5.15 Maintenance of Records

The Board of Trustees will maintain or have maintained suitable and adequate records of and for the administration of the Trust and the Plans. The Board of Trustees may require an Employer, a Union, an Employee or any other beneficiary under a Plan to submit to it any information, data, report or document reasonably relevant to and suitable for the purposes of such administration. The parties agree that they will use their best efforts to secure compliance with any reasonable request of the Board of Trustees for any such information, data, repo11 or document including verification of accuracy of contributions.

Section 5.16 Discretion to Interpret

The Board of Trustees is vested with the power and discretion to interpret this Trust' Agreement and any Plan established hereunder, and to construe any facts relating to the application of the Plan and their interpretation is final and conclusive.

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ARTICLE VI

STA]';DARD OF CARE

Section 6.1 Fiduciary Duty

The Trustees and their delegates act solely in the interests of the Participants and beneficiaries of this Trust, for the exclusive purpose of providing benefits to Participants and their beneficiaries, and of defraying reasonable expenses of administering this Trust, with the care, skill, prudence and diligence under the circumstances then prevaIling that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise with a like character and \'lith like aims and in accordance with the documents and instruments governing this Trust insofar as such documents and instruments are consistent with the provisions of applicable law.

Section 6.2 Limitation of Liability

The Trustees and their delegates will incur no liabilIty, either collectively or individually, in acting upon any papers, documents, data or infonnation believed by them to be genuine and accurate, and to have been made, executed, delivered or assembled by the proper parties. The duties, responsibIlities, liabilities, and disabilities of any Trustee and his or her delegate under this Trust Agreement will be determined solely by the express provisions of this Trust Agreement, and the law applicable thereto, and no further duties, responsibilities, liabilities, or disabilities will be imposed.

Section 6.3 Delegation

The Trustees, to the extent pennitted by applicable law, may delegate any of their powers or duties to any of their agents or employees, or as otherwise provided herein.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1 Reliance by Third Parties

No party dealing with the Trustees, or any of them, is obligated to see to the application of any monies or property of the Trust, or to see that the tenns of this Trust Agreement have been complied with, or to inquire as to the necessity, advisability or expediency of any act of the Trustees. Every instrument executed by the Trustees or under their direction is conclusive in favor of every person who relies on it that: (a) at the time of the delivery of the instrument, this Trust Agreement was in full force and effect; (b) the instrument was executed in accordance with the terms and conditions of this Trust Agreement; and (c) the Trustees were properly authorized to execute the instrument or direct its execution.

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Section 7.2 Applicable Law

All questions pertaining to the provisions of this Trust Agreement, or the Benefit Planes). and the validity, administration and construction of same, will be detem1incd in accordance with the laws of the State of CaJifomia and any pcninem laws of the United States.

Section 7.3 Partial Invalidity

In the event that anyone or more provisions of this Trust Agreement is declared or adjudged illegal, invalid, or unenforceable, the validity of the remaining provisions will not be thereby affected; and, in such event, this Trust Agreement will be construed as if the provision or provisions so declared or adjudged to be illegal, invalid, or unenforceable had never been contained in this Trust Agreement. In the event that this Trust is denied an exemption [rom payment of United States income taxes by reason of the operation or effect of anyone or morc provisions of this Trust Agreement, such provision or provisions are hereby deleted and stricken as though it or they had never been contained herein, and this Trust Agreement will, accordingly, be so construed.

Section 7,4 Successors

This Trust Agreement is binding upon LOCAL 4348 and the Trustees and their successors and on all persons entitled to benefits under the Trust and their respective heirs and legal representatives.

Section 7.5 Action By Plan Sponsor

Any action required or pennitted to be taken by LOCAL ~34B under the Trust Agreement will be by written direction from the President of LOCAL 4348.

Section 7.6 No Reversion

Neither an Employer, nor LOCAL 4348 or any other Union has any right, title, or interest in the Trust, nor will any part of the Trust or the income from it revert to an Employer, or LOCAL 4348 or any other Union, directly or indirectly, except for proper payment of Trust administrative expenses, or otherwise result in the distribution of the Trust for the benefit of anyone other than persons entitled to benefit under the Trust. Notwithstanding the foregoing, upon the request of an Employer or LOCAL 4348 or any other Union, a payment to the Trust made by a mistake of fact shall be returned to the Employer or LOCAL 43413 or any other Union, within one year after the payment.

Section 7.7 Prohibition Against Assignment or Alienation

No benefits under the Plan(s) or assets of the Trust will be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or lev)' of any kind, either voluntary or involuntary by any Participant or any other

18

person. Any attempt to so alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to entitlements payable hereunder is void. No such benefits, in any manner, will be subject to any liability in connection v.'ith the debts, contracts, liabilities or torts of the person entitled to such benefits.

Section 7.8 Termination of Participation

No person who has terminated participation in the Trust or Plan(s), and no person claiming through a [omler Participant, has a right to demand or receive any return or refund of the contributions made to the Trust by or on behalf of such person or the earnings thereon, nor will such person be entitled to any portion of any surplus or reserves nor to any share in any refunds subsequently received by the Trust from any insurer or in any refunds subsequently made by the Trust to the Participant.

Section 7.9 Notices

Any notice required to be given under this Trust Agreement is sufficient, unless otherwise specified herein, ifin v,'riting and delivered in person or sent by prepaid first class mail to the last known address of the recipient.

Section 7.1 0 Gender and Number

As used in this Trust Agreement, the masculine, feminine or neuter gender, and the singular or plural number will each be deemed to include the others whenever the context so indicates.

Section 7.11 Participant's Limited Interest

No Employee, Participant or beneficiary has any right or claim to benefits under any Plan except as specified in the Plan, policy or policies or contract or contracts, procured or entered into pursuant to this Trust Agreement. In the event the Trustees elect to carry out the purposes of the Trust by the purchase of insurance, the Trustees will procure and maintain a claims procedure by which benefits are provided or administered by an insurance company, or other similar organization, \-vhich is subject to regulation under the insurance laws of one or more states. Any dispute as to eligibility, type, amount or duration of benefit will be resolved by the appropriate insurance carrier or the organization under and pursuant to the policy or contract, and the Employee. Participant or beneficiary has no right or claim with respect thereto against the Trust or any of the Trustees. No Employer, Union, or Trustees will be liable for the failure or omission for any reason to pay any benefits under a Plan.

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ARTICLE VIII

AMENDMENT AND TERJ\1INATION OF THE TRUST

Section 8.1 Amendment

The Board of Trustees has the power to amend this Trust Agreement and also has the power to cancel or amend all amendments. Amendments will be evidenced by an instrument in vVTiting executed by all of the Trustees. No amendment which affects the rights, duties, responsibilities or immunities of the Trustees may be made without their consent.

Section 8.2 Termination

LOCAL 4348, by an instrument in writing executed by its President, may terminate this Trust. The Trustees, or their successors, will remain in office until the affairs of the Trust have been completed.

Section 8.3 Disbursement of Trust Assets Upon Termination

Upon tem1ination of this Trust, any and all assets remaining in the Trust after the payment of all unpaid insurance premiums and other expenses and obligations of the Trust, must be paid or used for the continuance of one or more of the benefits of the character hereinabove contemplated, until such monies have been exhausted or distributed to the Participants.

IN WITNESS WHEREOF, LOCAL 434B has caused this Trust Agreement to be executed, as duly authorized by its President on thel?~day of April, 2006.

ACCEPTANCE OF OFFICE BY TRUSTEES

The undersigned Trustees hereby consent to act as Tmstees according to the terms of this Trust Agreement establishing the Long-Telm Care Workers Health Trust Fund and agree to be bound thereby in the performance of their duties as Trustees.

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i

, ~~/ iI

.' ' '{t{Kl ('I(~-7{vltL>~k,,----,··By , ., /

[.Joyce Hayash7 "-' . -,

(

i ' /~-I . By: ',"'7./4 J;VT~""b"

... Willard Hirst

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Contract No. _

QUESTIONNAIRE FOR DETERMINING THE WITHHOLDING STATUS

INSTRUCTIONS: This questionnaire is to be completed by the County department for services contracts and must be included as part of the contract package submitted to Human Resource Services Department (HRSD). Be sure to answer all of the questions in Sections I and II and to complete the certifications on page 2. Sections III and IV contain supplemental questions to be answered for contractors in certain service categories.

CONTRACTOR NAME: Long Term Care Worker Health Trust Fund DEPT #: The Public Authority/Adult & Aging Services TITLE/SERVICE: Health Care Insurance Services _

DEPT. CONTACT: Maura McLoughIin _ PHONE: 510-577-3553 _

YES NOI. INFORMATION ABOUT THE CONTRACTOR

1. Is the contractor a corporation or partnership? (Non-profit Trust) (X) ( )

2. Does the contractor have the right per the contract to hire others to (X) ( ) do the work agreed to in the contract?

If the answer to BOTH questions is YES, provide the employer ID number here: 20-4570305 No other questions need to be answered. Withholding is not required.

If the answer to question 1 is NO and 2 is YES, provide the individual social security number here: No other questions need to be answered. Withholding is not required.

If the answer to question 2 is NO, continue to Section II.

II. RELATIONSHIP OF THE PARTIES YES NO

1. Does the County have the right to control the way in which the work ( ) ( ) will be done, Le., will the County be able to specify the sequence of steps or the processes to be followed if it chooses to do so?

2. Is the contractor restricted from performing similar services for other ( ) ( ) businesses while he is working for the County?

3. Will the contractor be working for more than 50% of the time for the ( ) ( ) County (50% = 20 hrs/wk; 80 hrs/mo)?

4. Is the relationship between the County and the contractor intended to ( ) ( ) be ongoing?

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III. FOR CONSULTANTS, PROJECT MANAGERS, PROJECT COORDINATORS

1. Is the contractor being hired for a period of time rather than for a specific () ( ) project?

2. Will payment be based on a wage or salary (as opposed to a commission or ( ) ( ) lump sum)?

IV. FOR PHYSICIANS, PSYCHIATRISTS, DENTISTS, PSYCHOLOGISTS

1. Will the agreement be with an individual who does not have an outside practice?

() ( )

l.a. Will the contractor work more than an average often hours per week? ( ) ( )

IF THE ANSWER TO l.a IS YES, ANSWER QUESTIONS l.b.

l.b.Will the County provide more than 20% of the contractor's income?

2. If the answer to either question 1.a, or if required, question 1.b is NO, the entire answer is NO.

( ) ( )

A "yes" answer to any ofthe questions in Section II, or, if applicable, Sections III or IV constitutes justification for paying the contractor through the payroll system as an "employee for withholding purposes."

CERTIFICATIONS:

I hereby certify that the answers to the above questions accurately reflect the anticipated working relationship for this contract.

-fi}QiJ[~~ Contractor

L g-T rm Care orkers Health Trust Fund

Agency/Department Head or Designee

T Date Date

HRSD APPR VAL REQl!IRED FOR ALL STANDARD SERVJE~AGREEMENTS: Signature: Jz- 2.A.- l/,- Date: tl!5-rn Title: L f --);'---+---=----

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