HomeMy WebLinkAboutMINUTES - 09131994 - 1.116 TO:'" BOAR6 OF SUPERVISORS (`
FROM: Mark Finucane, Health Services Director C
v- ontra
By: Elizabeth A. Spooner, Contracts Administrat Costa
DATE: August 30, 1994 County
SUBJECT: Approval of Standard Contract #24-607-5 with
United Way/Opportunity West
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION:
Approve and authorize the Health Services Director, or his designee
(Chuck Deutschman) , to execute on behalf of the County, Standard
Contract #24-607-5 with United Way/Opportunity West, in the amount
of $77,352, for the period from July 1, 1994 through December 31,
1994 , for alcohol and other drug primary prevention services in West
County under the "Partnership for a Drug Free Contra Costa" Project.
This Contract includes a two-month automatic extension through
February 28 , 1995, with a payment limit of $25, 784.
II. FINANCIAL IMPACT:
This Contract is funded under a Grant Award from the U.S. Department
of Health and Human Services (CSAP) for the "Partnership for a Drug
Free Contra Costa" Project. No County funds are required.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
'On July 13 , 1993 , the Board of Supervisors approved Standard
Contract #24-607-4 with United Way/Opportunity West, for alcohol and
other drug primary prevention services in West County under the
"Partnership for a Drug Free Contra Costa" Project.
Approval of Standard Contract #24-607-5 will allow the Contractor to
continue to provide services through December 31, 1994 .
CONTINUED ON ATTACHMENT: YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMM DATI N OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
UNANIMOUS (ABSENT ) 1 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
OF SUPERVISORS ON THE DATE SHOWN.
Contact: Chuck Deutschman (313-6350)
CC: Health Services (Contracts) ATTESTED
Risk Management Phil Batc lelor,Clerk of the Roard of
Auditor-Controller Supervisors and CGunty Administrator
Contractor
M382/7-83 BY DEPUTY
t�ontf ' Costa County \ ' "(to Numbar 2.4-607-5
Standard Form 1/87 STANDARD CONTRACT Fund/Org # 5929
(Purchase of Services) Account # 2320
1. Contract Identification.
Department: Health Services - Substance Abuse Division
Subject: Alcohol and Other Drug Abuse Primary Prevention Services in West County
under the Partnership for a Drug-Free Contra Costa-Federal Grant Project
(CSAP)
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: UNITED WAY/OPPORTUNITY WEST
Capacity: Nonprofit California corporation Taxpayer ID # Not Applicable
Address: 410 Bush Stree San Francisco, California 94108
3. Term. The effective d e th'�s Contract is July 1. 1994 , and it terminates
December 31 199 sooner terminated as provided herein.
4. Payment Limit.. 'k 4 rr total payments to Contractor under this Contract shall not
exceed 77.352. '
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 attached hereto, which are incorporated herein by reference.
8. Project. This Contract implements in whole or in part the following described Project,
the application and approval documents of which are inc 'orated herein by reference:
Federal CSAP Grant Application entitled "Partnership rDrug-Free Contra Costa" as
approved by the U.S. Department of Health and Human , es Grant #1H86 SPO 3256-01) ,
and any modifications or revisions thereof.
9. Legal Authority. This Contract is enter e _ er and subject to the following
legal authorities: California Government d ctions 26227 and 53703; Health and
Safety Code, Division 10.5, Parts I and II Chapter 4, Section 11980 et seq; and
Section 11750 et seq; and Section 508 (B) (1O)(a) of the Federal Public Health Service
Act.
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 By
Chairman/Designee Deputy
CONTRACTOR
By By
(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 tvo.
Contra Costa County Standard Form 1/87
APPROVALS/ACKNOWLEDGEMENT
Number 24-607-5
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
By By
Designee
APPROVED: COUNTY ADMINISTRATOR
By
ACKNOWLEDGEMENT
State of California ACKNOWLEDGEMENT (By Corporation,
Partnership, or Individual)
County of
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 representatives) 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:
[Notarial Seal]
Notary Public/Deputy County Clerk
-2-
Contra, Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 24-607-5
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 to Dayments 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:
(1) A one-time-only payment of $12,892 payable upon demand upon
execution of this Contract; and
(2) 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]
[R] 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.
Initials:
Contractor County Dept.
1
., Contta' Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 24-607-5
[ ] 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.
[ ] 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.
[ ] b. Such State regulations and documents as are set forth in the Service Plan
regarding accounting guidelines, including standards for determining
allowable or non-allowable costs.
[ ]
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. 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
Initials:
Contractor County Dept.
2
.;Contr4 'Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 24-607-5
program, work or records, or (c) Contractor has failed to sufficiently itemize or
document its demand(s) for payment.
7. Cost Report and Settlement.
a. Due Date and Procedure. 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 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.
b. Penalty for Late Submission of Cost Report. County may withhold up to 100% of
any Contract payment which is due and payable to Contractor during the period
from February through June, 1995, 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 fiscal year cost report specified in
Subparagraph a. , above. 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.
8. Audits.
a. Audit of Contractor Records. 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 these Payment Provisions. Any certified cost report
or audit required under this Contract 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) above, 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.
b. Required A-133 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
Initials:
Contractor County Dept.
3
,Contra 'Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 24-607-5
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 federally-required audit annually and shall
submit the audit to the 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.
C. A-110 Audit. Contractor shall provide County with an annual audit by a Certified
Public Accountant or Public Accountant, verifying the cost reports submitted
under these Payment Provisions. Said audit shall be performed in accordance with
generally accepted audit standards, Federal OMB Circular A-110 which applies to
non-profit organizations, and the "Standards for Audit of Governmental
Organizations, Programs, Activities, and Functions" (issued by the U. S.
Comptroller General, 1972, 54 pp. ) . Payment Provisions Paragraph 8.a. (Audit of
Contractor Records) notwithstanding, Contractor shall submit a separate annual
fiscal year audit covering the contract period ending on December 31st under this
Contract. Contractor shall submit each such annual audit to County no later than
120 days following the end of the contract period hereunder.
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:
Contractor County Dept.
4
BUDGET OF ESTIMATED PROGRAM EXPENDITURES
July 1, 1994 through December 31, 1994
Number: 24-607-5
A. GROSS OPERATIONAL BUDGET
1. COST REIMBURSEMENT CATEGORIES
a. PERSONNEL SALARIES AND BENEFITS
(1) Staff Salaries $45,676
(2) Benefits, FICA & Other Wage-Related
Expenses 10.688
(3) SUBTOTAL AMOUNT $56,364
b. OPERATIONAL COSTS (Direct Costs)
(1) Space (Rent/Lease) $ 2,400
(2) Utilities (Water/PG&E, etc.) 1,200
(3) Janitorial 450
(4) Telephone 900
(5) Printing/Copying 150
(6) Postage 470
(7) Equip. Rental/Lease 500
(8) Equip. Repair/Maintenance 250
(9) Office/Program Supplies 500
(10) Books/Publications 250
(11) Staff Travel/Mileage 509
(12) Training/Conference 3,250
(13) Food/Public Relations 1,660
(14) Outside Services/Subcontracts 1,000
(15) Audit/Accounting 1.500
(16) SUBTOTAL AMOUNT $14,989
c. INDIRECT COST (Subtotal Amount) 6,000
2. TOTAL GROSS ALLOWABLE PROGRAM COST 77 353
B. LESS PROJECTED NON-COUNTY PROGRAM REVENUE -0-
C. NET ALLOWABLE PROGRAM COST 77 353
(Contract Payment Limit)
Initials:
Contractor County Dept.
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BUDGET OF ESTIMATED PROGRAM EXPENDITURES
July 1, 1994 through December 31, 1994
Number: 24-607-5
D. CHANGES IN COST CATEGORY AMOUNTS. Subject to the Contract Payment Limit, each cost
category Subtotal Amount set forth in Section A.1. above:
1. May vary by up to 15% without approval by County; and
2. May be changed in excess of 15% provided, however, that Contractor has obtained
written authorization prior to November 15, 1994 from the Department's Substance Abuse
Division Director before implementing any such budget changes;
3. Except that the total amount for Indirect Costs may not exceed the amount for Indirect
Costs set forth above.
E. BUDGET REPORT. No later than December 1, 1994, Contractor shall deliver a written Budget
Report, in the form and manner required by County, to the Department's Health Services
Director, or his designee. Contractor shall include in its Budget Report a complete copy
of any revision of the Budget of Estimated Program Expenditures, an explanation of any
program budget and/or revenue changes, and a request for written authorization to
implement any of the changes.
F. AGENCY PROGRAM BUDGET. Contractor shall submit to County, for informational purposes upon
request, its total Corporation budget including: all program budgets, all revenue sources
and projected revenue amounts, all cost allocations, and line item breakdown of budget
categories to include salary levels listed by job classification as well as detailing of
operational and administrative expenses by cost center and listing numbers of staff
positions by job classification.
G. DETERMINATION OF INDIRECT COSTS. Contractor shall determine its indirect costs under this
Contract in accordance with generally accepted accounting principles, including, but not
limited to, the allocation of indirect costs to each of Contractor's cost centers
proportionately based: (1) on the ratio of each cost center's direct salary costs to the
total direct salary costs for all cost centers combined, or (2) on the ratio of each cost
center's direct costs to the total direct costs for all cost centers combined.
H. SUBCONTRACT REQUIREMENTS. If Contractor proposes to subcontract for any services under
this Contract in accordance with, Special Conditions Paragraph 3. (Subcontracts) ,
Contractor shall submit a "Project Work Statement" in the form and manner prescribed by
County, detailing the scope of work and payment provisions of the proposed subcontract,
to County's Substance Abuse Division Director for his/her approval prior to the awarding
of any such subcontract hereunder.
Initials:
Contractor County Dept.
2
SERVICE PLAN
Number 24-607-5
1. Service Specifications. During the term of this Contract, Contractor
shall provide alcohol and other drug primary prevention services to County-
selected organizations in the West region of the County, in accordance with
the West County Partnership (WCP) Action Plan for Fiscal Year 1994-95, which
is on file in . the office of the Department's Substance Abuse Division.
Contractor's services shall include, but may not be limited to, facilitation
of groups and task forces, training, consultation and technical assistance,
information dissemination, resource development, planning, and culturally
relevant community organizing and development. Clients shall include the
general public, public and private human service agencies, schools, community
organizations, youth groups, and other appropriate organizations. In
providing services hereunder, Contractor shall:
a. Provide staff to further develop and maintain the West County
Partnership Coalition (WCPC) and its planning efforts to identify needs and
service gaps and to prioritized these needs for a regional alcohol and drug
abuse primary prevention action plan.
b. Achieve culturally diverse membership and relevant community
representation in the WCPC, with a primary focus on alcohol and drug abuse
treatment/prevention organizations and law enforcement agencies.
C. Provide ongoing training, information dissemination, and technical
assistance to this region including, but not limited to, the WCPC, other
regional Partnership coalitions and the County-wide Partnership Forum.
d. Provide staff to carry out the prevention projects specified in the
WCP Action Plan for Fiscal Year 1994-95.
e. Provide ongoing technical assistance to implement, monitor, and
evaluate the WCP Action Plan for Fiscal Year 1994-95.
f. Recruit and provide orientation to West County residents who join
the WCPC and its Task Forces.
g. Provide orientation to members appointed to the Partnership Forum.
h. Participate in, and act as liaison to, the County-wide "Action
Plan/Community Partnership Project" in coordinated primary prevention efforts
and initiatives as determined by the Partnership Forum, including but not
limited to, the following:
(1) training;
(2) education;
(3) special events;
(4) media and public outreach;
(5) evaluation and resource development; and
(6) public policy, advocacy and environmental strategies.
Initials:
1 Contractor County Dept.
SERVICE PLAN
Number 24-607-5
2. Budget of Estimated Program Expenditures. Contractor shall provide
services under this Contract in accordance with the Budget of Estimated
Program Expenditures.
3 . Service Unit Definition. One (1) service unit is defined as the
provision of CSAP Partnership Project primary prevention planning and
community development services as described above by one (1) paid member of
Contractor's CSAP Project staff for one (1) full hour actually spent working
on CSAP Partnership Project activities. Time spent in travel, general office
activities and other activities involving no service, shall not be included.
4 . Units of Service. Contractor shall provide for County a minimum of
2,202 units of service under this Contract. Contractor shall allocate
service units to prevention activities and projects in accordance with the
WCP Action Plan.
5. Program Objectives and Performance Evaluation. Contractor shall provide
the above services so as to achieve the service plan objectives set forth in
Paragraph 1. (Service Specifications) above. Contractor' s performance under
this contract shall be evaluated by the CSAP Project Director on the basis
of:
a. the degree to which each specified service plan objective was
actually achieved, and
b. the total number of service units that were actually provided by
Contractor hereunder.
Initials:
2 Contractor County Dept.
SPECIAL CONDITIONS
Number 24-607-5
1. 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 December 31,
1994, the term of this Contract shall be automatically extended from December
31, 1994 through February 28, 1995 . During its extended term, this contract
is nevertheless subject to all the terms and conditions applicable during its
initital 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 two-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. As to any such two-month extension:
a. The Contract Payment Limit, specified in Paragraph 4 . (Payment
Limit) of this Contract, is increased by $25,784 (the two-month Payment
Limit) and County' s total payments to Contractor for said two-month extension
shall not exceed this two-month Payment Limit, subject, nevertheless, to the
aforesaid novation or renewal contract.
b. County shall pay Contractor a payment of $12,892, payable upon
demand on or after January 1, 1995, and thereafter, monthly payments in
accordance with Payment Provisions Paragraph 2 . (Payment Amounts) , subject to
the two-month Payment Limit specified above.
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) and line item budget amounts
(set forth in the Budget of Estimated Program Expenditures) shall be prorated
for the two-month period.
d. In addition to the cost report specified in Paragraph 7 . (Cost
Report and Settlement) of the Payment Provisions, Contractor shall also
submit to County, no later than 45 days following termination of this
Contract as extended, an extension period cost report covering the period of
this two-month extension. County and Contractor shall follow the cost report
and settlement procedures specified in above-referenced Paragraph 7 . (Cost
Report and Settlement) of the Payment Provisions, subject to the two-month
Payment Limit specified above for the contract ,extension period.
e. This two-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) .
2 . Direct Services: Limitations and Exclusions. Contractor agrees that
the primary use of these Contract funds is to plan for and promote the
development of sustainable, comprehensive, coordinated, community-based
prevention activities, programs, and projects. The Contractor shall not
spend more than l0% of the total Contract payment limit for those direct
Initials:
1 Contractor County Dept.
SPECIAL CONDITIONS
Number 24-607-5
program or project services which are intended to stimulate expanded
prevention activities. The Contractor shall not spend any of these Contract
funds for those direct services which do not stimulate the development of
ongoing prevention activities.
3 . Subcontracts. General Conditions Paragraph 13 . (Subcontract and
Assignment) is hereby deleted and replaced with the following new paragraph:
1113 . Subcontract and Assignment. This Contract binds the heirs,
successors, assigns and representatives of Contractor and Contractor shall
not assign this Contract without the prior written consent of the County
Administrator or his designee, subject to any required State or Federal
approval. Contractor may subcontract with local agencies and organizations
to provide any of the services specified in Service Plan Paragraph 1.
(Service Specifications) , in accordance with the Budget of Estimated Program
Expenditures, including Budget Section H. (Subcontract Requirements) . Any
such subcontract shall be subject to the limitations specified in Paragraph
2 . (Direct Services: Limitations and Exclusions) above, and Contractor shall
ensure that all subcontracts meet all Federal requirements, limitations,
assurances, and conditions applicable to the Project specified in Contract
Paragraph 8 . (Project) . "
4 . Ownership and Disposition of Property and Equipment. Equipment and
capital expenditure items with a purchase .price of 100 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 100 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 nonexpendable property 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 regulations and/or guidelines prescribed
by County, and County shall retain full ownership of all such property.
5. Service Program Administration and Fiscal Management. Contractor shall
administer the service program covered by this Contract as separate
organizational, administrative, and fiscal activities and shall keep this
program separate and distinct from Contractor's 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.
6. Third-Party Payment Liability. Contractor shall be solely responsible
for any payments due from Contractor to third parties or for any liabilities,
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SPECIAL CONDITIONS
Number 24-607-5
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. Payment Adjustments for Unauthorized Expenditures.
a. If any funds are expended by Contractor in violation of the
terms of this Contract (including all applicable statutes, regulations,
guidelines, bulletins, and circulars) , or if County determines that any
payment amounts received by Contractor are for unallowable costs, County may
deduct the amount of such unauthorized or illegal expenditures or unallowable
costs from payments otherwise payable to Contractor in order to recover any
amount expended for such unauthorized purposes in the current or in the four
preceding fiscal years. No such action taken by County shall entitle
Contractor to reduce program operations or salaries, wages, fringe benefits,
or services for any program participant, or client, - including Contractor's
staff, or to expend less during the effective term of this Contract than
those amounts specified in the attached Budget of Estimated Program
Expenditures. Any such reduction in expenditures may be deemed sufficient
cause for termination of this Contract. Within thirty (30) days of request
by County, Contractor shall reimburse County for any payments made for
expenditures which are in violation of this Contract.
b. Contractor shall indemnify County fully and completely for any
repayment of funds made by the County to the Federal government after it has
been determined that such repayment is required from the County due to
erroneous, unauthorized or illegal payment demands by Contractor. The
Federal government's determination as to the necessity for any such repayment
shall be conclusive as between County and Contractor:
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.
Initials•
3 Contractor County Dept.
r
Contra Costa County Standard Form 1187
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, 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
Contra Costa County Standard Farm U87
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 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
Coutfra 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.
3
Conga Costa Codnty Standard Form 1187
GENERAL CONDITIONS
(Purchase of Services)
I
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(les) 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
C6Liira Castes Caunty Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
i
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