HomeMy WebLinkAboutMINUTES - 09141993 - 1.124 TO: BOARD OF SUPERVISORS
FROM: Mark Finucane, Health Services Director (/ w Contra
Cont
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By: Elizabeth A. Spooner, Contracts Administrato Costa
DATE: September 2, 1993 `'Du' "�
SUBJECT: Approval of Novation Contract #24-578-3 with Sunrise House, Inc.
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, Novation Contract #24-578-3 with Sunrise House,
Inc. , for the period from July 1, 1993 through June 30, 1994, in the
amount of $186, 021, for residential drug abuse treatment services.
This document includes a six-month automatic contract extension
through December 31, 1994, in the amount of $93 , 010.
II. FINANCIAL IMPACT:
This Contract is funded 100% by Federal funds. No County match is
required.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
Sunrise House, Inc. , has successfully provided residential substance
abuse treatment services in Contra Costa County since 1971. The State
Department of Alcohol and Drug Program's funding will enable the
contractor to provide additional services to Contra Costa County area
residents who have applied for participation in the program, but who
have been placed on the County's approved waiting list.
This Novation Contract will maintain at least 12 additional drug free
treatment slots to reduce the County' s approved waiting list.
CONTINUED ON ATTACHMENT: YES SIGNATURE: 61
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENTI NOF BOARD CO MITTEE
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ON SEP 1- ITTAPPROVED 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: Chuck Deutschman (313-6350) OF SUPERVISORS ON THE DATE SHOWN.
SEP 1 4 1993
CC: Health Services (Contracts) ATTESTED
Risk Management Phil Batchelor,Clerk of the Board of .
Auditor-Controller Supervisors and County Administrator
Contractor
M382/7-83 BY ' DEPUTY
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Contra Costa County Number 24-578-�3
Standard Form 1/87 STANDARD CONTRACT Fund/Org # 5936
(Purchase of Services) Account # 2320
NOVATION CONTRACT
1. Contract Identification.
Department: Health Services (Substance Abuse Division)
Subject: Residential Drug Abuse Treatment 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: SUNRISE HOUSE
Capacity: California nonprofit corporation Taxpayer ID# N/A
Address: 135 Mason Circle, Unit D, Concord, California 94520
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 $186,021.
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. Proiect. This Contract implements in whole or in part the following described Project,
the application and approval documents of which are incorporated herein by reference:
Current Contra Costa County Substance Abuse Services/Program Plan and Budget and any
modifications or revisions thereof, a copy of which is on file in the administrative
offices of the County's Substance Abuse Division.
9. Legal Authority. This Contract is entered into under .and subject to the following
legal authorities: California Government Code Section 26227.
10. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA
BOARD OF SUPERVISORS ATTEST: Phil Batchelor, Clerk of the Board
of Supervisors and County Administrator
Chairman/Designee Deputy
CONTRACTOR
By By
L 2 Get{h1y 11-0aj2b CSE c
(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.
Contra Costa County Standard Form 1/87
APPROVALS/ACKNOWLEDGEMENT
Number 24-578-3
APPROVALS
RECOMMENDED BY DEPAR T FORM APPROVED
By r� �� —� B 4�.
D signee
APPROVED: COUNTY ADMINISTRATOR
By
ACKNOWLEDGEMENT
State of California ACKNOWLEDGEMENT (By Corporation,
Partnership, or Individual)
County of �,,•�,,� �05��
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: ,"�,�,�,.� ;;? l qg
[Notarial Seal]
Elizabdth A. Spooner
Deputy County Clerk Deput County Clerk
Contra Costa County, CA
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Contra Costa County PAYMENT PROVISIONS Standard Form 6/90
(Fee Basis Contracts)
Number 24-578-3
1. Payment Amounts. Subject 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
[ ] b. $ 42.90 per unit, as defined in the Service Plan, or
[ ] c. $ after completion of all obligations and conditions herein.
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.
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.
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Contra Costa County PAYMENT PROVISIONS Standard Form 6/90
(Fee Basis Contracts)
Number 24-578-3
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 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.
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SERVICE PLAN
Number 24-578-3
1. Scope of Services. Contractor shall provide residential chemical dependency
treatment services at its facility known as Sunrise House, located at 135 Mason Circle,
Concord, to clients properly referred hereunder who are identified by County as having
destructive and drug abusing behaviors and attitudes. Subject 'to the restrictions and
requirements of Contractor's State license(s) , Contractor shall admit to its facility, women
Contra Costa County residents who are in need of treatment services and for whom Contractor's
Sunrise House is an appropriate placement. Contractor shall make its Admission Policy, which
is incorporated herein by reference, available to the public for inspection. .
2. Charges for Services. Contractor's charges for services, if allowable, to
clients, or to other persons responsible for clients, shall approximate estimated actual cost
and shall be subject to the following legal authorities: Welfare and Institutions Code
Sections 5717 and 5718; California Code of Regulations, Title 9, Section 524; , and Health and
Safety Code, Chapter 4, Section 11991.5. Contractor shall utilize the guidelines and
procedures established by the State and County for determining client fees and payment
liability, including, but not limited to, the State's Audit Assistance Guide and Drug Program
Fiscal System Manual.
3. Service Specifications. Under this Contract, Contractor shall provide
residential drug abuse treatment services at its Sunrise House for clients 18 years of age,
or older, whose primary problem is drug dependency, and who are on a County-approved program
waiting list. Contractor shall operate this program for such clients and shall cooperate
with County, as follows:
a. Contractor shall provide outreach activities for the purpose of encouraging
individuals in need of residential treatment for drug abuse to undergo such treatment.
b. Contractor shall provide up to 12 beds, 24 hours a day, seven (7) days a
week, for use by County-approved clients with primary diagnosis of drug dependency and
requiring residential placement for treatment needs. Care for these clients shall include
full-time supervision services at Sunrise House.
C. Length of treatment will be a maximum of three (3) months. Contractor shall
obtain prior written approval from County's Substance Abuse Division Director, or his
designee, for services to County clients requiring treatment beyond said three month period.
d. Contractor will complete a CADDS reporting form on all clients referred and
admitted for residential treatment under this Contract.
e. Contractor will complete a monthly report on clients served under this
Contract. This report shall include the following data for each client:
(1) Client identification number, and
(2) Number of residential client-days utilized by each client.
4. Service Unit Definition. A unit of service, for payment purposes as set forth
in Payment Provisions Paragraph l.b. , shall be defined as the provision of services as
described herein to one eligible and County-approved client present and residing in the
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SERVICE PLAN
Number 24-578-3
facility for one calendar day, including the first day of admission to the facility, but
excluding the last day of discharge from the facility, and this unit of service shall be
called a Residential Client-Day.
5. Number of Service Units. In any given month, the maximum number of Residential
Client-Day units of.service shall not exceed the number of days in that month multiplied by
31. During the term of this Contract, the maximum number of Resident Client-Day units of
service shall not exceed 4.336 units of service.
6. Program Objectives and Performance Evaluation. Contractor shall provide the
above program services so as to achieve the service program objectives set forth in the
Department's Contract Performance Plan for this contract which is on file in the Department's
Substance Abuse Division and which is incorporated herein by reference. Contractor's
performance under this Contract shall be evaluated by County on the basis of:
a. The degree to which each specified service program objective was actually
achieved, and
b. The total number of service units that were actually provided by Contractor
hereunder.
7. Performance Reports. Contractor shall prepare and submit to County such periodic
performance progress reports as may be required by County's Health Services Director, or his
designee. No later than July 31, 1994, or 30 days following the termination o f this
Contract, whichever comes first, Contractor shall prepare and submit to County an Annual
Contract Performance Report, in the form and manner prescribed by County's Department
Director, or his designee.
8. Clearances for Physicians and Clinical Psychologists. Prior to hiring as an
employee (or otherwise procuring the services of or contracting with) any physician or
licensed psychologist to provide services under this Contract, Contractor shall make a formal
inquiry to the California State Board of Medical Quality Assurance (BMQA) pursuant to Section
805.5 of the California Business and Professions Code in order to determine whether or not
that person has been denied staff privileges, has been removed from a medical staff, or has
had his or her staff privileges or license restricted, suspended, or revoked, as provided by
Section 805 of the Business and Professions Code.
Contractor shall make such inquiry regarding any physician or licensed psychologist who is
currently employed by or under contract with Contractor, if Contractor has not yet made such
inquiry. Should Contractor obtain an adverse report from BMQA regarding any physician or
psychologist and should Contractor still desire to employ or contract with such person to
provide services under this Contract, Contractor shall notify County's Substance Abuse
Division Director in writing within 15 working days subsequent to obtaining an adverse report
on such a person and at least 15 working days prior to allowing such a person who is newly
employed or retained to start work.
9. 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
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SERVICE PLAN
Number 24-578-3
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.
10. Maintenance of Effort. Contractor hereby assures and certifies that it will
maintain services, programs, and activity levels which existed prior to receipt of funds
under this Contract and that funds received under this Contract will supplement, not
supplant, pre-existing expenditures for drug prevention, treatment, and rehabilitation
services.
11. Restriction On Use of Contract Funds. Funds received by Contractor under this
Contract may not be used for capital improvements; e.g. , purchase, construction, or permanent
improvements (other than minor remodeling) of any buildings or other facilities, nor for the
purchase of major medical equipment.
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SPECIAL CONDITIONS
Number 24-578-3
1. Novation. The parties having entered into a prior Contract # 24-578-2
for the period from July 1, 1992 through June 30, 1993 (which contained provision for
an automatic three-month Contract extension for the period from July 1, 1993 through
September 30, 1993) , County and Contractor hereby agree to substitute this Contract
#24-578-3 for the aforesaid three-month automatic Contract extension. Effective July
1, 1993, all Contract rights and obligations of the parties will be governed by this
Contract #24-578-3.
2. Cost Report. No later than August 15, 1994 or forty-five (45) days
following the termination of this Contract, whichever comes first, Contractor shall
submit to County a cost report in the form required by County, showing the allowable
costs that have actually been incurred by Contractor under this Contract. The cost
report is required for information only and shall not be used by County to adjust
payments made to Contractor during the term of this Contract.
In accordance with Payment Provisions Paragraph 4. (Right to Withhold) , County may
withhold up to 100% of any Contract payment which is due and payable to Contractor
during the month of September hereunder, or of any Contract payment which is due and
payable to Contractor for the final month of the Contract if the Contract is
terminated, pending submission of the required cost report. Upon receipt of said cost
report, in a form and manner acceptable to the Health Services Director or his
designee, County shall release to Contractor any payment amount which has been
withheld by County.
3. Automatic Contract Extension. Notwithstanding Paragraph 3. (Term) of this
Contract, unless this Contract is terminated by either party pursuant to Paragraph
5. (Termination) of the General Conditions prior to June 30, 1994, the term of this
Contract shall be automatically extended from June 30, 1994 through December 31, 1994,
subject, nevertheless, to General Conditions Paragraph 5.c. (Cessation of Funding) .
During its extended term, this contract is nevertheless subject to all the terms and
conditions applicable during its initial term, including but not limited to General
Conditions Paragraph 5. (Termination) , except as to payment for services rendered
during the extended term. The purpose of this automatic six-month extension is to
allow for continuation of services as specified in this Contract, to avoid
interruption of payment to Contractor, and to allow County time in which to complete
a novation or renewal contract for Contractor and County Board of Supervisors
approval, subject to the availability of State and Federal funds for this Contract
extension. As to any such six-month extension:
a. The Contract Payment Limit, specified in Paragraph 4. (Payment
Limit) of this Contract, is increased by $93,010 (the six-month Payment Limit) and
County's total payments to Contractor for said six-month extension shall not exceed
this six-month Payment Limit, subject, nevertheless, to the aforesaid novation or
renewal contract.
b. County shall pay Contractor monthly payments in accordance with
Payment Provisions Paragraph l.b. , subject to the six-month Payment Limit specified
above.
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SPECIAL CONDITIONS
Number 24-578-3
C. Contractor shall continue to provide services as set forth in the
Service Plan, subject to any amendments thereto; all service units (set forth in the
Service Plan and/or Special Conditions) shall be prorated for the six-month period.
d. In addition to the cost report specified in Paragraph 2. (Cost
Report) of these Special Conditions, Contractor shall also submit to County, no later
than 60 days following termination of this Contract as extended, an extension period
cost report covering the period of this six-month extension.
e. This six-month contract extension shall be subject to any further
agreement (novation) which Contractor and County may enter into covering the provision
of services during the contract period immediately following the contract period
specified in Paragraph 3. (Term) , in accordance with Contra Costa County's current
revision of the project specified in Paragraph 8. (Project) .
4. Ownership and Disposition of Property and Equipment. Equipment and
capital expenditure items with a purchase price of 500 or more and a useful life of
at least one year shall be defined as nonexpendable property. Items with a purchase
price of less than 500 or a useful life of less than one year shall be defined as
expendable property. Subject to these definitions, the acquisition, utilization, and
disposition of expendable and nonexpendable property shall be determined in accordance
with the principles and statements set forth in Federal Management Circular FMC 74-7
(Attachment N) , a Federal General Services Administration publication dated September
13, 1974; references contained therein to the federal government, federal agencies
or "grantor" shall be construed to mean "County" and references to "grantee" shall
be construed to mean "Contractor." Upon termination of this Contract, or as otherwise
may be prescribed by County, Contractor shall account for and transfer to County all
remaining expendable and nonexpendable property (including supplies and equipment)
loaned by County for use by Contractor or acquired with Contract funds (excluding
items which are not fully depreciated or which are purchased with outside non-County
revenues) in accordance with Federal or State regulations and/or guidelines prescribed
by County, and County shall retain full ownership of all such property.
5. Protection of Property and Equipment. Throughout the term of this
Contract, and any modification or extension thereof, Contractor shall:
a. Cooperate with County in tagging and appropriately identifying all
program property and equipment loaned by County for use by Contractor or acquired with
Contract funds.
b. Establish a property management control system to ensure adequate
safeguards to prevent loss, theft, or damage to property, and maintain all equipment
in good working repair at all times.
C. Investigate, fully document, and immediately report to appropriate
police agencies and/or County any loss, theft, or damage to property and equipment.
Contractor shall repair or replace all such items within 60 days with items of
comparable quality and value.
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SPECIAL CONDITIONS
Number 24-578-3
d. Maintain accurate records of all equipment and other such property
loaned by County for use by Contractor or acquired with Contract funds, including
property description, identification numbers, acquisition date and cost, source,
location, use, condition and disposition.
6. 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.
7. Professional Liability Insurance Requirements. The provision of
professional liability insurance coverage by Contractor is optional at Contractor's
sole discretion subject to General Conditions Paragraph 18. (Indemnification) .
8. 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.
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Contra Costa County Standard Form 1/87
GENERAL CONDMONS
(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, Contractorshall 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.
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Contra 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,
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.
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Contra Costa County Standard Form 1/87
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 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 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.
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GENERAL CONDITIONS
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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 programs) 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 certificate(s) of
insurance.
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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.
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