Loading...
HomeMy WebLinkAboutMINUTES - 08031993 - 1.4 (2) 1 . 40 To: BOARD OF SUPERVISORS FROM: Mark Finucane, Health Services Director �v Contra By: Elizabeth A. Spooner, Contracts AdministratorCosta DATE: July 21, 1993 County SUBJECT: Approval of Standard Contract #22-403-2 with Desarrollo Familiar 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 #22-403-2 with Desarrollo Familiar, for the period from July 1, 1993 through June 30, 1994, in the amount of $25, 500, for HIV/AIDS case management services. II. FINANCIAL IMPACT: This contract is funded 100% by the State Department of Health Services, Office of AIDS. No County funds are required. III. REASONS FOR RECOMMENDATIONS/BACKGROUND: On June 16, 1992 , the Board of Supervisors approved Standard Agreement #22-402-1 with Desarrollo Familiar, for the period from June 1, 1992 through June 30, 1993, for HIV/AIDS case management services to persons with HIV Disease and their families. Approval of Standard Contract #22-403-2 will allow the Contractor to continue to provide these services through June 30, 1994 . CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMEATI N OF BOARD C MMITTEE APPROVE OTHER SIGNATURE(S) ACTION OF BOARD ON 1993 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: Wendel Brunner, M.D. (313-6712) OF SUPERVISORS ON THE DATE SHOWN. 6��� g,:, CC: Health Services (Contracts) ATTESTED f 3 1993 Risk Management Phil Batchelor,Clerk of the Board of Auditor-Controller Supervisors and County Administrator Contractor M382/7-83 BY li DEPUTY U Contro Costa. County 1 . 40 Number 22-403-2 S`taddaid Form 1/87 STANDARD CONTRACT Fund/Org # 5829 (Purchase of Services) Account # 2310 1. Contract Identification. Department: Health Services - Public Health Division Subject: HIV/AIDS Case Management Services 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: DESARROLLO FAMILIAR Capacity: Nonprofit California corporation Taxpayer ID #_ Not Applicable Address: 205 - 39th Street, Richmond, California 94805 3. Term. The effective date of this Contract is July 1. 1993 and it terminates June 30. 1994 unless sooner terminated as provided herein. 4. Payment Limit. County's total payments to Contractor under this Contract shall not exceed $25.500. 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 Contract #29-388-5 with the State Department of Health Services for the AIDS program and any modifications or renewals 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 BY4 �,9i?� C/;il1c � By Chairman/Designee De ty CONTRACTOR By By /�/��%J (Designate business capacity A) (Designate business capacity B) Note to Contractor: For corporations (profit or nonprofit) , the contract must be signed by two officers. Signature A must be that of the president or vice-president and Signature B must be that of the secretary or assistant secretary (Civil Code Section 1190 and Corporations Code Section 313) . All signatures must be acknowledged as set forth on page two. I •Coritra Costa County Standard Form 1/87 APPROVALS/ACKNOWLEDGEMENT Number 22-403-2 APPROVALS RE ED BY EPARTMENT FORM APPROVED Br_ By Q esigne APPROVED: COUNTY ADMINISTRATOR By ' ACKNOVUDGEMENT CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.5193 State of t2�c��� rr ? OPTIONAL SECTION ; CAPACITY CLAIMED BY SIGNER CountyOf Though statute does not require.the Notary to fill in the data below, doing so may prove —� �, invaluable to persons relying on the document. On -- before me, DATE NAME,TITLE OF OFF R-E.G.,"JANE bOE,NOTARY PUBLIC" INDIVIDUAL CORPORATE OFFICER(S) personally appeared ME(S)OF SIGNER(S) TITLE(S) ❑personally known to me-OR-aproved to me on the basis of satisfactory evidence ❑ PARTNER(S) ❑ LIMITED to be the person(s) whose name(s) is/are [:] GENERAL subscribed to the within instrument and ac- ❑ATTORNEY-IN-FACT knowledged to me that he/she/they executed ❑TRUSTEE(S) the same in his/her/their authorized ❑GUARDIAN/CONSERVATOR capacity(ies), and that by his/her/their OTHER: " - signature(s) on the instrument the person(s), &'A1U011iE E ZARAuOZA or the entity upon behalf of which the PRIKIPAL 0ff::1li f% person(s) acted, executed the instrument. CONTAACGoTACOLgM SIGNER IS REPRESENTING: *f commitlti'`cku juna 19 1ftR WITNESS my hand and official seal. NAME OF PERSON(S)OR ENTITY(IES) j SIGNATURE OF46TARY OPTIONAL SECTION THIS CERTIFICATE MUST BE ATTACHED TO TITLE OR TYPE OF DOCUMENT THE DOCUMENT DESCRIBED AT RIGHT: NUMBER OF PAGES DATE OF DOCUMENT s Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form. SIGNER(S)OTHER THAN NAMED ABOVE ©1993 NATIONAL NOTARY ASSOCIATION•8236 Remmet Ave.,P.O.Box 7184-Canoga Park,CA 91309.7184 Coritra Cdsta Coutzty Standard Form 6/90 PAYMENT PROVISIONS (Fee Basis Contracts) Number 22-403-2 1. Payment Amounts. Sub iect to the. Payment Limit of this Contract and subject to the following Payment Provisions, County will pay Contractor the following fee as full compensation for all services, work, expenses or costs provided or incurred by Contractor: [Check one alternative only. ] [ ] a. $ monthly, or [ j b. $ per unit, as defined in the Service Plan, or [ J c. $ after completion of all obligations and conditions herein. [%] d. $ 2.125 monthly for services performed during the months of July, 1993 through May, 1994; and $ 2.125 for the month of June, 1994, provided that final contract payment will be withheld from Contractor pending receipt of a properly documented final demand and receipt by the Health Services Director, or his designee, of Contractor's final activity report specified in Paragraph 3. (Reports) of the Service Plan. 2. 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 1. (Payment Amounts) above. 3. Penalty for Late Submission. When Contractor fails to submit to County a timely demand for payment as specified in Paragraph 2. (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. 4. Right 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. Initials: Contractor County Dept. -1- -Contra Costa County Standard Form 6/90 PAYMENT PROVISIONS (Fee Basis Contracts) Number 22-403-2 5. Audit Exceptions. 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. 6. Required Audit. If Contractor' is funded by $25,000 or more in federal grant funds in any fiscal year from any source, Contractor shall provide to County at Contractor's . expense an audit conforming to the requirements set forth in the most current version of Office of Management and Budget Circular A-133. If Contractor is funded by $25,000 to $100,000 in federal grant funds in any fiscal year from any source, Contractor shall arrange for conduct of the federally-required audit biennially and shall submit the audit to County in the time, form, and manner required by the most current version of Office of Management and Budget Circular A-133 and by County. If Contractor is funded by $100,000 or more in federal grant funds in any fiscal year from any source, Contractor shall arrange for conduct of the federally-required audit annually and shall submit the audit to County in the time, form, and manner required by the most current version of Office of Management and Budget Circular A-133 and by County. Contractor is solely responsible for arranging for the conduct of the audit, and for its cost, and County may withhold the estimated cost of the audit or 10 percent of the contract amount,. whichever is larger, or the final payment, from Contractor until County receives the audit from Contractor. Initials: \,410ce Contractor County Dept. -2- SERVICE PIAN Number. 22-403-2 1. Independent Status. Contractor is an independent contractor and County shall neither direct nor have control over Contractor, Contractor's activities, or the methods and details by which Contractor fulfills its obligations under this Contract. In providing services hereunder, Contractor shall work cooperatively with County's Health Services Director or his designee. 2. Service Activities. Contractor shall provide HIV/AIDS Case Management services for Contra Costa residents diagnosed with HIV Disease and their families, in accordance with the Work Plan which is on file in the County's AIDS Program Office, 597 Center Avenue, Suite 200, Martinez, and which is incorporated herein by reference. 3. Reports. Contractor shall submit to County's Health Services Director, or his designee, quarterly written progress reports and monthly data reports, in the form and manner required by County. Progress reports shall include, but not be limited to, the following: a. A description of Contractor's progress in conducting said HIV/AIDS Case Management services; b. A cumulative description of the work and services provided; c. Any difficulties or special problems encountered; d. Any pertinent facts or interim finds; and e. A statement that the Contractor is or is not progressing satisfactorily in conducting and completing the services. Contractor shall submit on or before August 15, 1994, to County's Health Services Director, or his designee, a written Final Activity Report which shall include, but not be limited to, an evaluation of the quantity, quality, and impact of the work undertaken in conducting the services provided under this Contract. In addition, all records and material relevant to the documentation of provision of services under this Contract, will be available for review by the County AIDS Program Manager or her designee upon request. In addition, Contractor shall meet regularly with the County's designated Contract Monitor in A time, place, and manner required by the County, and shall assist said Contract Monitor in conducting site visits as requested. 4. Consortium MembershiR and Attendance at Meetings. Contractor shall attend scheduled meetings and training sessions of the Contra Costa HIV Interagency Network, as required by the Health Services Director, or his designee. In addition, Contractor shall maintain membership in the Contra Costa HIV/AIDS Consortium and regularly attend scheduled meetings of the Consortium. Initials:yt7ll)a Contractor County Dept. SPECIAL CONDITIONS Number 22-403-2 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 advertise- ments 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: 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. Reggrting 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 Contra Costa County Standard Form 1/87 GENERAL CONDMONS (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 Agreement. 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, billing, 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 1187 GENERAL CONDITIONS (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 Reeulations 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 all 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 insurance as 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 certificates) of insurance. 4 Contra 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. 5