HomeMy WebLinkAboutMINUTES - 08171993 - 1.53 1.53 (corrected)
TO: BOARD OF SUPERVISORS
FROM: Mark Finucane, Health Services Director Contra
By: Elizabeth A. Spooner, Contracts Administrat Costa
DATE: August 16, 1993 40. County
SUBJECT: Approval of Standard Contract #23-155-5
with Joyce White Associates
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION:
Approve and authorize the Chair, Board of Supervisors, to execute on
behalf of the County, Standard Contract. #23-155-5 with Joyce White
Associates, for the period from September 1, 1993 through June 30,
1994, with a payment limit of $62 ,256, for community organizing and
training for the Comprehensive Perinatal Outreach Project and for
consultation and technical assistance with regard to the Department's
perinatal substance abuse treatment and recovery projects.
II. FINANCIAL IMPACT:
This Contract is included in the Health Services Department's FY 1993-
94 budget. The Comprehensive Perinatal Outreach component is funded
50% by State Tobacco Tax health education funds and 50% by Federal
matching funds (Org. #5826) , and the perinatal substance abuse
component is funded by State Options for Recovery funds (Org. 5922) .
No County funds are required.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
In March 1993 , the County Administrator approved, and the Purchasing
Agent executed, Short Form Service Contract #23-155-2 with Joyce White
Associates to provide consultation and technical assistance with
regard to community outreach issues. The termination date of the
Contract was March 15, 1993 , however, it was subsequently amended and
extended to August 31, 1993 by Contract Amendment Agreements #23-155-3
and #23-155-4 which were approved by the Board of Supervisors.
During the second half of Fiscal Year 1992-93 , Joyce White Associates
conducted a very successful Comprehensive Perinatal Outreach (CPO)
pilot effort in West County. The CPO Project is the third leg of a
three-part strategy to improve birth outcomes and overall family
health in the areas of the County with .the poorest perinatal outcomes.
The Contractor's perinatal substance abuse consultation activities
include providing assistance to program staff on such issues as
cultural competency, effective program strategies, and development of
new grant applications.
Approval of Standard Contract 23-155-5 will allow expansion of the CPO
pilot effort and continuation of the Contractor's perinatal substance
abuse activities during FY 1993-94 .
CONTINUED ON ATTACHMENT; YES SIGNATURE: '
RECOMMENDATION OF COUNTY ADMINISTRATOR
RECOMMEN,11AT ON OF BOARD`60ITTEE
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ON AUU 17 IJJJ APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
�
' UNANIMOUS (ABSENT ) I HEREBY CERTIFY THAT THIS IS A TRUE
AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN
ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE BOARD
Contact: Lorna Bastian (313-6411)
OF SUPERVISORS ON THE DATE SHOWN.
CC: Health Services (Contracts) ATTESTED AUG 17 1999
Risk Management Phil Batchelor,Clerk df the$oard of..
Auditor-Controller Supervisors and County Administrator..
Contractor
M3e2/7-e3 BY DEPUTY
Xs-LY
... Contra Costa County Number 23-155-5
'Standard Form 1/87 STANDARD CONTRACT Fund/Org #5826/5922
(Purchase of Services) Account # 2310
Other #
1. Contract Identification.
Department: Health Services (Office of the Director/Finance)
Subject: Community organizing and training for the Comprehensive Perinatal Outreach
Project and consultation and technical assistance with regard to the
Department's perinatal substance abuse treatment and recovery projects
2. Parties. The County of Contra Costa, California (County) , for its Department named
above, and the following named Contractor mutually agree and promise as follows:
Contractor: JOYCE WHITE ASSOCIATES
Capacity: Sole proprietor Taxpayer ID # 68-0295633
Address: 648 South 15th Street, Richmond, California 94804
3. Term. The effective date of this Contract is September 1. 1993 and it
terminates .lune 30. 1994 unless sooner terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not
exceed $62,256.
5. County's Obligations. County shall make to the Contractor those payments described in
the Payment Provisions attached hereto which are incorporated herein by reference,
subject to all the terms and conditions contained or incorporated herein.
6. Contractor's Obligations. Contractor shall provide those services and carry out that
work described in the Service Plan attached hereto which is incorporated herein by
reference, subject to all the terms and conditions contained or incorporated herein.
7. General and Special Conditions. This Contract is subject to the General Conditions and
Special Conditions (if any) attached hereto, which are incorporated herein by
reference.
8. Pro ect. This Contract implements in whole or in part the following described Project,
the application and approval documents of which are incorporated herein by reference:
County's current agreement (#29-265) with the State Department of Health Services for
the Maternal and Child Health and Perinatal Improvement Programs, a copy of which is
on file in the administrative office of the County's Public Health Division and which
is incorporated herein by reference, and any modifications or revisions thereof.
9. Legal Authority. This Contract is entered into under and subject to the following
legal authorities: California Government Code Sections 26227 and 31000.
10. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA
ATTEST: Phil Batchelor, Clerk of the Board
BOARD OF SUPERVISORS of Supervisors and County Administrator
By /1�, ,7 /�iC/E2/ �A By
Chairman/Designee Deputy
A CONTRACTOR
Ey \\v ay
Sole proprietor
(Designate business capacity A) (Designate business capacity B)
Note to Contractors: For corporations (profit or aanprofit), the contract must be signed by two officers. signature A must be
that of the president or vice-president and signature E sast be that of the secretary or assistant secretary. Civil Code Section
1190 and Corporations Coda Section 313). All signatures est be acknowledged as set forth on page two.
Contra Costa County Standard Form 1/87
APPROVALS/ACKNOWLEDGEMENT
Number 23-155-5
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
By
esignee
APPROVED: COUNTY ADMINISTRATOR
By
ACKNOWLEDGEMENT
State of California ACKNOWLEDGEMENT (By Corporation,
Partnership, or Individual)
County of (20,-1-h-CL_ L"oma
The person(s) signing above for Contractor, personally known to me in the
individual or business capacity(ies) stated, or proved to me on the basis of
satisfactory evidence to be the stated individual or the representative(s) of the
partnership or corporation named above in the capacity(:ies) stated, personally
appeared before . me today and acknowledged that he/she/they executed it, and
acknowledged to me that the partnership. named above executed it or acknowledged
to me that the corporation named above executed it pursuant to its bylaws or a
resolution of its board of directors.
.Dated: AuaLcS-4- 3 I4 �3
[Notarial Seal]
Elizabe4h A. Spooner �-a'x�-•'
Deputy County Cierk /Deput County Clerk
Contra Costa County;-CA
-2-
CohtxA Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 23-155-5
1. Payment Basis. Subject to the Payment Limit, payments to the Contractor for all
services provided for County under this Contract shall only be for costs that are
allowable costs that are actually incurred in the performance of Contractor's
obligations under this Contract.
2. Payment Amounts. Subject to later adjustments in total payments as provided below and
subject to the Payment Limit of this Contract, County will pay Contractor as full
compensation for all services, work, expenses or costs provided or incurred by
Contractor:
[Check one alternative only]
[ ) a. $ monthly, or
[ ] b. $ per unit, as defined in the Service Plan, or
[ ] c. An amount equal to Contractor's allowable costs that are actually incurred
each month, but subject to the "Budget of Estimated Program Expenditures"
included in the Service Plan.
[R] d. Subject to later adjustments in total payments in accordance with the
provisions for Cost Report and Settlement, Audits, and Audit Exceptions
set forth in these Payment Provisions, and subject to the Payment Limit of
this Contract, County will pay Contractor monthly payments in an amount
equal to Contractor's net allowable contract costs which have actually
been incurred and/or paid by Contractor each month (i.e. , reimbursement in
arrears for actual expenditures) , computed in accordance with, and subject
to, the attached Budget of Estimated Program Expenditures which is
incorporated herein by reference. For allowable contract costs which are
actually incurred in a given month, but for which invoices are not on
hand, Contractor shall include estimates of such costs in its payment
Demand (Form D-15) for said month, and Contractor shall increase or
decrease each subsequent month's Demand to adjust for any resulting over-
or under-payments, subject to the Contract Payment Limit.
3. Allowable Costs. Contractor's allowable costs are only those which are determined in
accordance with:
[Check applicable alternative]
[ ] a. Department of Health and Human Services Administration of Grants Federal
Regulations Title 45 Part 74 including any amendments thereto and the
applicable Subpart listed hereunder; and other documents specified in the
Service Plan regarding principles for determining and allocating the
allowable costs of providing the services; and any standards set forth in
the Service Plan for determining the allowability of selected items of
costs of providing the services.
[ ] Federal Management Circular A-87, including any amendments to. the
circular published in the Federal Register by OMB is to be used for
determining allowable costs of activities conducted by state and
local governmental agencies.
Initials:
Contractor County Dept.
1
.Contra Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 23-155-5
[ ] OMB Circular A-122, including any amendments to the Circular
published in the Federal Register by OMB is to be used for
determining allowable costs of activities conducted by nonprofit
organizations (other than government agencies, educational
institutions, and hospitals) .
[ .] 41 CFR Subpart 1-15.2 shall be used for profit organizations other
than hospitals.
[ ] OMB Circular No. A-21, including any amendments to the Circular
published in the Federal Register by OMB shall be the principles to
be used for determining allowable costs by educational institutions
(other than for-profit institutions) .
[ ] Appendix E Subpart Q Section 74.173 shall be used for determining
costs of research, development work:, and other activities for
determining allowable costs.
or
[R] b. Such State regulations and documents as are set forth in this Contract
regarding accounting guidelines, including standards for determining
allowable or non-allowable costs.
( J c. Part IV Department of Labor, Employment and Training administration, 20
CFR Part 674, Section 674.402 and any amendments thereto; and California
Department of Aging Title V Operations Handbook, 1987, Section 505.4 and
any amendments thereto.
4. Payment Demands. Contractor shall submit written demands. Said demands shall be made
on County Demand Form D-15 and in the manner and form prescribed by County. Contractor
shall submit said demands for payment no later than 30 days from the end of the month
in which the contract services upon which such demand is based were actually rendered.
Upon approval of said payment demands by the head of the County Department for which
this Contract is made, or his designee, County will make payments as specified in
Paragraph 2. (Payment Amounts) above.
5. Penalty for Late Submission. When Contractor fails to submit to County.a timely demand
for payment as specified in Paragraph 4. (Payment Demands) above, and as a result of
Contractor's late submission the County is unable to obtain reimbursement from the
State of California or otherwise; to the extent the County's recovery of funding is
prejudiced, County shall not pay Contractor for such services, even though such
services were fully provided.
6. Richt to Withhold. County has the right to withhold payment to the Contractor when,
in the opinion of the County expressed in writing to the Contractor, (a) the
Contractor's performance, in whole or in part, either has not been carried out or is
insufficiently documented, (b) the Contractor has neglected, failed or refused to
furnish information or to cooperate with any inspection, review or audit of its
program, work or records, or (c) Contractor has failed to sufficiently itemize or
document its demand(s) for payment.
7. Cost Report and Settlement. No later than forty-five (45) days following the
termination of this Contract, Contractor shall submit to County a cost report in the
form required by County, showing the allowable costs that have actually been incurred
Initials:
' (1JLg-
Contractor County Dept.
2
vWALP6&a VVaLa VVLULL.y
PAYMENT PROVISIONS
y (Cost Basis Contracts)
Number 23-155-5
by Contractor under this Contract. If said cost report shows that the allowable costs
that have actually been incurred by Contractor under this Contract exceed the payments
made by County, subject nevertheless to the payment limit of this Contract, County will
remit any such excess amount to Contractor, provided that the payments made, together
with any such excess amount, may not exceed the contract payment limit. If said cost
report shows that the payments made by County exceed the allowable costs that have
actually been incurred by Contractor under this Contract, Contractor shall remit any
such excess amount to County.
8. Audits. The records of the Contractor may be audited by the County, State, or United
States government, in addition to any certified cost report or audit required by the
Service Plan. Any certified cost report or audit required by the Service Plan shall be
submitted to County by Contractor within such period of time as may be expressed by
applicable State or Federal regulations, policies or contracts, but in no event later
than 18 months from the termination date of this Contract. If such audit(s) show that
the payments made by County exceed the allowable costs that have actually been incurred
by Contractor under this Contract, including any adjustments made pursuant to Paragraph
7. (Cost Report and Settlement) , then Contractor shall pay to County within 30 days of
demand by County any such excess amount. If such audit(s) show that the allowable
costs that have actually been incurred by Contractor under this Contract exceed the
payments made by County, including any adjustments made pursuant to Paragraph 7. (Cost
Report and Settlement) , then County agrees to pay to Contractor any such excess amount,
provided that the payments made, together with any such excess payment, may not exceed
the contract payment limit.
9. Audit Exceptions. In addition to its obligations under Paragraph 8. (Audits) above,
Contractor agrees to accept responsibility for receiving, replying to, and/or complying
with any audit exceptions by appropriate County, State or Federal audit agencies
occurring as a result of its performance of this Contract. Contractor also agrees to
pay to. the County within 30 days of demand by County the full amount of the County's
obligation, if any, to the State and/or Federal government resulting from any audit
exceptions, to the extent such are attributable to the Contractor's failure to perform
properly any of its obligations under this Contract.
Initials N, "vti PF La"
Contractor County Dept.
3
BUDGET OF ESTIMATED PROGRAM EXPENDITURES
JOYCE WHTIE ASSOCIATES
September 1, 1993 -June 30, 1994
Number 23-155-5
Comprehensive Perinatal Outreach
(Cost Center 5826)
Personnel
1. Project Consultant (Joyce White):
12 hrs/wk x $30/hr x 43wks . . . . . . . . . . . . . . . . . . . . . . . . . . . . $15,480
2. Support Staff:
20 hrs/wk x $10/hr x 43wks . . . . . ... . . . . . . . . . . . . . . . . . . . . . . 8.600
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,080
Fringe benefits at 20% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.816
Total Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,896
Expenses
Office
(telephone, postage, supplies, etc.) . . . . . . . . . . . . . . . . . . . . . . . . 3,000
Events
(childcare, speakers, room rental, refreshments,
educational/promotional materials, etc.) 13,800
Stipends
for community health advocate trainees . . . . ,. . . . . . . . . . . . . . 10.800
Total Expenses . . . . . . _ . . . . . . .. . . . . . . . . . . . . . $27,600
TOTAL (5826) . . . . . _ . . . . .. . . . . . . . . . $562496
Perinatal Substance Abuse Services
(Cost Center 5922)
Project Consultant (Joyce White):
192 hours x $30/hour Total (5922) . . . . . . . . . . :. . . . . . . . . . . . . . . . . . . . . . $5.760
GRAND TOTAL FOR CONTRACT . . . . . . . . . . . . . $62,256
Initials.
Coimty Dept. Contractor
SERVICE PLAN
Number 23-155-5
1. Service Specifications. During. the term of this Contract, Contractor
shall carry out the West County community organizing and training component
of the Department's Comprehensive Perinatal Outreach (CPO) Project and shall
provide consultation and technical assistance to the Department's perinatal
substance abuse treatment and recovery, program staff. In providing services
hereunder, Contractor's activities shall include, but may not be limited to
the following:
a. CPO Proiect. Community outreach in West County which shall
include:
(1) Bi-monthly perinatal outreach forums;
(2) At least ten (10) training sessions for a group of at least
twelve (12) community health advocates; and
(3) Organization of at least four (4) public relations, media and
community festival events, in which Contractor involves and coordinates the
participation of community health advocates, other interested individuals,
and organizations.
b. Perinatal Substance Abuse. Contractor shall provide 192 hours of
consultation and technical assistance to perinatal substance abuse and
recovery program staff with regard to:
(1) Issues such as cultural competency;
(2) Effective program strategies; and
(3) Development of grant applications.
2 . Performance Reports. Contractor shall prepare and submit to County
periodic performance progress reports in the time, form and manner required
by County's Health Services Department Director or his designee. No later
than August 31, 1994 , or 60 days following the termination of this Contract,
whichever comes first, Contractor shall prepare and submit to County a Final
Contract Performance Report, in the form and manner prescribed by County's
Department Director, or his designee.
3. Service Program Administration and Fiscal Management. Contractor shall
administer the service program covered by this Contract as a separate
organizational, administrative, and fiscal activity and shall keep this
program separate and distinct from other activities. Contractor shall
establish and maintain a fiscal management system of cost center accounts so
that funds provided by this Contract will not be co-mingled with or used in
Contractor's other activities which are not covered by this Contract.
Initials..
Contractor County Dept.
SPECIAL CONDITIONS
Number 23-155-5
1. Third-Party Payment Liability. Contractor shall be solely responsible
for any payments due from Contractor to third parties or for any liabilities,
obligations, or commitments of Contractor arising from Contractor's
performance of this Contract, including, but not limited to, any payments
that Contractor may owe to contractors or other suppliers for goods and
services received by Contractor in the operating, equipping, altering,
remodeling, renovating, or repairing of Contractor' s program and facilities
established under. this Contract. In no event shall County be responsible for
any payments due from Contractor to third parties or for any liabilities,
obligations, or commitments of Contractor arising from Contractor's
performance of this Contract.
2 . Insurance. Paragraph 19. (Insurance) , subparagraph a. (Liability
Insurance) is hereby deleted and replaced with the following new
subparagraph:
"a. Automobile Insurance. During the entire germ of this Contract and
any extension or modification thereof, Contractor shall keep in effect a
policy or policies of motor vehicle liability insurance naming the County and
its officers and employees as additional insureds, for any use Contractor
makes of a private automobile in the performance of this Contract, as
required by State law and in amounts not less than:
(1) $100, 000 for personal injury to, or death of one person;
(2) $300, 000 for injury to, or death of, two or more persons, per
. occurrence; and
(3) $ 50, 000 for property damage. "
3. Endorsements. Contractor shall not in its capacity as a contractor with
Contra Costa County publicly endorse or oppose the use of any particular
brand name. or commercial product without the prior approval of the Board of
Supervisors. In its County contractor capacity, Contractor shall not
publicly attribute qualities or lack of qualities to a particular brand name
or commercial product in the absence of a well-established and widely
accepted scientific basis for such claims or without the prior approval of
the Board of Supervisors. In its County contractor capacity, Contractor
shall not participate or appear in any commercially-produced advertisements
designed to promote a particular brand name or commercial product, even if
Contractor is not publicly endorsing a product, as long as the Contractor's
presence in the advertisement can reasonably be interpreted as an endorsement
of the product by or on behalf of Contra Costa County. Notwithstanding the
foregoing, Contractor may express its views on products to other contractors,
the Board of Supervisors, County officers, or others who may be authorized by
the Board of Supervisors or by law to receive such views.
Initials: ' �J �n PL
Contractor County Dept.
Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
1. Compliance with Law. Contractor shall be subject to and comply with all Federal, State and local
laws and regulations applicable with respect to its performance under this Contract, including but not
limited to, licensing, employment and purchasing practices; and wages, hours and conditions of
employment, including nondiscrimination.
2. Inspection. Contractor's performance, place of business and records pertaining to this Contract
are subject to monitoring, inspection, review and audit by authorized representatives of the County, the
State of California, and the United States Government.
3. Records. Contractor shall keep and make available for inspection and copying by authorized
representatives of the County, the State of California, and the United States Government, the
Contractor's regular business records and such additional records pertaining to this Contract as may be
required by the County.
.a. Retention of Records. The Contractor shall retain all documents pertaining to this Contract
for five years from the date of submission of Contractor's final payment demand or final Cost Report;
for any further period that is required by law; and until all Federal/State audits are complete and
exceptions resolved for this contract's funding period. Upon request, Contractor shall make these records
available to authorized representatives of the County, the State of California, and the United States
Government.
b. Access to Books and Records of Contractor, Subcontractor. Pursuant to Section 1861(v)(1)
of the Social Security Act, and any regulations promulgated thereunder, Contractor shall, upon written
request and until the expiration of four years after the furnishing of services pursuant to this Contract,
make available to the Secretary of Health and Human Services or to the Comptroller General, or any of
their duly authorized representatives, this Contract and books, documents, and records of Contractor
that are necessary to certify the nature and extent of all costs and charges hereunder.
Further, if Contractor carries out any of the duties of this Contract through a subcontract with a value
or cost of $10,000 or more over a twelve-month period, such subcontract shall contain a clause to the
effect that upon written request and until the expiration of four years after the furnishing of services
pursuant to such subcontract, the subcontractor shall make available, to the County, to the Secretary or
to the Comptroller General, or any of their duly authorized representatives, the subcontract and books,
documents, and records of the subcontractor that are necessary to verify the nature and extent of all costs
and charges thereunder.
This special condition is in addition to any and all other terms regarding the maintenance or retention
of records under this Contract and is binding on the heirs, successors, assigns and representatives of
Contractor.
4. Reporting Requirements. Pursuant to Government Code Section 7550, Contractor shall include
in all documents or written reports completed and submitted to County in accordance with this Contract,
a separate section listing the numbers and dollar amounts of all contracts and subcontracts relating to
the preparation of each such document or written report. This section shall apply only if the payment
limit under this Contract exceeds $5,000.
1
Conti a Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
5. Termination.
a. Written Notice. This Contract may be terminated by either party, at their sole discretion,
upon thirty-day advance written notice thereof to the other, and may be cancelled immediately by written
mutual consent.
b. Failure to Perform. The County, upon written notice to Contractor, may immediately
terminate this Contract should the Contractor fail to perform properly any of its obligations hereunder.
In the event of such termination, the County may proceed with the work in any reasonable manner it
chooses. The cost to the County of completing Contractor's performance shall be deducted from any sum
due the Contractor under this Contract, without prejudice to the County's rights otherwise to recover
its damages.
C. Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the event that Federal,
State, or other non-County funding for this Contract ceases, this Contract is terminated without notice.
6. Entire AEreement. This Contract contains all the terms and conditions agreed upon by the parties.
Except as expressly provided herein, no other understanding, oral or otherwise, regarding the subject
matter of this Contract shall be deemed to exist or to bind any of the parties hereto.
7.. Further Specifications for Operating Procedures. Detailed specifications of operating procedures
and budgets required by this Contract, including but not limited to, :monitoring, evaluating, auditing,
Ming, or regulatory changes, may be developed and set forth in a written Informal Agreement between
the Contractor and the County. Such Informal Agreements shall be designated as such and shall not be
amendments to this Contract except to the extent that they further detail or clarify that which is already
required hereunder. Such Informal Agreements may not enlarge in any manner the scope of this
Contract, including any sums of money to be paid the Contractor as provided herein. Informal
Agreements may be approved and signed by the head of the County Department for which this Contract
is made or his designee.
8. Modifications and Amendments.
a. General Amendments. This Contract may be modified or amended by a written document
executed by the Contractor and the Contra Costa County Board of Supervisors or, after Board approval,
by its designee, subject to any required State or Federal approval.
b. Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and
the Service Plan may be amended by a written administrative amendment executed by the Contractor
and the County Administrator or his designee, subject to any required State or Federal approval,
provided that such administrative amendments may not materially change the Payment Provisions or the
Service Plan.
9. Disputes. Disagreements between the County and Contractor concerning the meaning,
requirements, or performance of this Contract shall be subject to final determination in writing by the
head of the County Department for which this Contract is made or his designee or in accordance with
the applicable procedures (if any) required by the State or Federal Government.
2 .
Contra Costa County Standard Form 1/87
GENERAL CONDMONS
(Purchase of Services)
10. Choice of Law and Personal Jurisdiction.
a. This Contract is made in .Contra Costa County and shall be governed and construed in
accordance with the laws of the State of California.
b. Any action relating to this Contract shall be instituted and prosecuted in the courts of
Contra Costa County, State of California.
11. Conformance with Federal and State Regulations and Laws. Should Federal or State regulations
or laws touching upon the subject of this Contract be adopted or revised during the term hereof, this
Contract shall be deemed amended to assure conformance with such Federal or State requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General Conditions, inspections
or approvals, or statements by any officer, agent or employee of the County indicating the Contractor's
performance or any part thereof complies with the requirements of this Contract, or acceptance of the
whole or any part of said performance, or payments therefor, or any combination of these acts, shall not
relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the County be thereby
estopped from bringing any action for damages or enforcement arising from any failure to comply with
any of the terms and conditions of this Contract.
13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns and
representatives of Contractor. The Contractor shall not enter into subcontracts for any work
contemplated under this Contract and shall not assign this Contract or monies due or to become due,
without the prior written consent of the County Administrator or his designee, subject to any required
State or Federal approval.
14. Independent Contractor Status. This Contract is by and between two independent contractors and
is not intended to and shall not be construed to create the relationship between the parties of agent,
servant, employee, partnership, joint venture or association.
15. Conflicts of Interest. Contractor, its officers, partners, associates, agents, and employees, shall
not make, participate in making, or in any way attempt to use the position afforded them by this
Contract to influence any governmental decision in which he or she knows or has reason to know that
he or she has a financial interest under California Government Code Sections 87100, et seq., or
otherwise.
16. Confidentiality. Contractor agrees to comply and to require its officers, partners, associates,
agents and employees to comply with aU applicable State or Federal statutes or regulations respecting
confidentiality, including but not limited to, the identity of persons served under this Contract, their
records, or services provided them, and assures that:
a. All applications and records concerning any individual made or kept by Contractor or any
public officer or agency in connection with the administration of or relating to services provided under
this Contract will be confidential, and will not be open to examination for any purpose not directly
connected with the administration of such service.
3
Contra Costa County Standard Form 1/87
GENERAL CONDMONS
(Purchase of Services)
b. No person will publish or disclose or permit or cause to be published or disclosed, any list
of persons receiving services, except as may be required in the administration of such service. Contractor
agrees to inform all employees, agents and partners of the above provisions, and that any person
knowingly and intentionally disclosing such information other than as authorized by law may be guilty
of a misdemeanor.
17. Nondiscriminatory Services. Contractor agrees that all goods and services under this Contract
shall be available to all qualified persons regardless of age, sex, race, religion, color, national origin, or
ethnic background, or handicap, and that none shall be used, in whole or in part, for religious worship
or instruction.
18. Indemnification. The Contractor shall defend, indemnify,save, and hold harmless the County and
its officers and employees from any and all claims, costs and liability for any damages, sickness; death,
or injury to person(s) or property, including without limitation all consequential damages, from any cause
whatsoever arising directly or indirectly from or connected with the operations or services of the
Contractor or its agents, servants, employees or subcontractors hereunder, save and except claims or
litigation arising through the sole negligence or sole willful misconduct of the County or its officers or
employees. Contractor will reimburse the County for any expenditures,including reasonable attorneys'
fees, the County may make by reason of the matters that are the subject of this indemnification, and if
requested by the County will defend any claims or litigation to which this indemnification provision
applies at the sole cost and expense of the Contractor.
19. Insurance. During the entire term of this Contract and any extension or modification thereof, the
Contractor shall keep in effect insurance policies meeting the following insurance requirements unless
otherwise expressed in the Special Conditions:
a. Liability Insurance. The Contractor shall provide comprehensive liability insurance,
including coverage for owned and non-owned automobiles, with a minimum combined single limit
coverage of$500,000 for all damages, including consequential damages, due to bodily injury, sickness or
disease, or death to any person or damage to or destruction of property, including the loss of use thereof,
arising from each occurrence. Such insurance shall be endorsed to include the County and its officers
and employees as additional insureds as to all services performed by Contractor under this agreement.
Said policies shall constitute primary insurance as to the County, the State and Federal Governments,
and their officers, agents, and employees, so that other insurance policies held by them or their self-
insurance program(s) shall not be required to contribute to any loss covered under the Contractor's
insurance policy or policies.
b. Workers' Compensation. The Contractor shall.provide workers' compensation insurance
coverage for its employees.
C. Certificate of Insurance. The Contractor shall provide the County with (a) certificate(s)
of insurance evidencing liability and worker's compensation insuranceas required herein no later than
the effective date of this Contract. If the Contractor should renew the insurance policy(ies) or acquire
either a new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy
at any time during the term of this Contract, then Contractor shall provide (a) current certificate(s) of
insurance.
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Conga Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
d. Additional Insurance Provisions. The insurance policies provided by the Contractor shall
include a provision for thirty (30) days written notice to County before cancellation or material changes
of the above specified coverage.
20. Notices. All notices provided for by this Contract shall be in writing and may be delivered by
deposit in the United States mail, postage prepaid. Notices to the County shall be addressed to the head
of the County Department for which this Contract is made. Notices to the Contractor shall be .
addressed to the Contractor's address designated herein. The effective date of notice shall be the date
of deposit in the mails or of other delivery, except that the effective date of notice to the County shall be
the date of receipt by the head of the County Department for which this Contract is made.
21. Primacy of General Conditions. Except for Special Conditions which expressly supersede General
Conditions, the Special Conditions (if any) and Service Plan do not limit any term of the General
Conditions.
22. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or
understanding that the services provided by Contractor under this Contract will be purchased by County
under a new contract following expiration of termination of this Contract, and waives all rights or claims
to notice or hearing respecting any failure to continue purchase of all or any such services from
Contractor.
23. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or
right to the possession of land or improvements, but does not vest ownership of the land or improvements
in the same person, or if this Contract results in the-placement of taxable improvements on tax exempt
land (Revenue & Taxation Code Section 107), such interest or improvements may represent a possessory
interest subject to property tax, and Contractor may be subject to the payment of property taxes levied
on such interest. Contractor agrees that this provision complies with the notice requirements of Revenue
& Taxation Code Section 107.6, and waives all rights to further notice or to damages under that or any
comparable statute.
24. No Third-Party Beneficiaries. Notwithstanding mutual recognition that services under this
Contract may provide some aid or assistance to members of the County's population, it is not the
intention of either the County or Contractor that such individuals occupy the position of intended third-
party beneficiaries of the obligations assumed by either party to this Contract.
25. Copyrights and Rights in Data. Contractor shall not publish or transfer any materials produced
or resulting from activities supported by this agreement without the express written consent of the County
Administrator. If any material is subject to copyright, the County reserves the right to copyright such
and the Contractor agrees not to copyright such material. If the material is copyrighted, the County
reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, and use such
materials, in whole or in part, and to authorize others to do so.
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