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HomeMy WebLinkAboutMINUTES - 09131994 - 1.81 TO: BOARD OF SUPERVISORS FROM: Mark Finucane, Health Services Director / r Contra By: Elizabeth A. Spooner, Contracts Administrator Costa DATE: August 12, 1994 County SUBJECT: Approval of Novation Contract #28-501-4 with Pleasant Hill Recreation and Park District SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION I. RECOMMENDED ACTION: Approve and authorize the Health Services Director, or his designee. (Wendel Brunner, M.D. ) , to execute on behalf of the County, Novation Contract #28-501-4 with Pleasant Hill Recreation and Park District, for the period from. July 1, 1994 through June 30, 1995, for provision of congregate meal services for the Senior. Nutrition Program. This document includes provision for an automatic three-month extension through September 30, 1995. II. FINANCIAL IMPACT: No County, cost is included. III. REASONS FOR RECOMMENDATIONIBACKGROUND: On September 31, 1993 , the Board of Supervisors . approved Novation Contract #28-501-3 with Pleasant Hill Recreation and Park District for congregate meal services for the Senior Nutrition Program. Approval of Novation Contract #28-501-4 will continue this service for the next fiscal year. This program provides an average of 40 meals per day, five days per week, for senior citizens at Pleasant Hill Senior Center. CONTINUED ON ATTACHMENT: YES SIGNATURE: v RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMM ND ION OF BOARD 80MMITTEE APPROVE OTHER SIGNATURE(S) ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS UNANIMOUS (ABSENT ) I HEREBY CERTIFY THAT THIS IS A TRUE AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE BOARD Contact: Wendel Brunner, M.D. (313-6712) OF SUPERVISORS ON THE DATE SHOWN. cc: Health Services (Contracts) ATTESTED_ 1.3 Auditor-Controller Phil B chelor, Clerk of the toard of Risk Management Contractor $upenll;�tsIdG4untyAdnun�stratmr M382/7-83 BY aAA.&L A DEPUTY Contra Costa County Standard Nutrition Form CONTRACT (Novation) 1. Contract Identification. Number 28-501-4 Department: Health Services - Public Health Division Subject: Congregate Meal Services for the nt .a FouTny) , Nutrition Program2. Parties. The County of Contra Costa, ,... °' o a for its Department named above, and the following named Contractor mutually agree and promise as follows: Contractor: PLEASANT HILL RECREATION AND PARK DISTRICT Capacity: Political subdivision Address: 147 Gregory Lane, Pleasant Hill, California 94523 3. Term. The effective date of this Contract is July 1. 1994 and it terminates June 30. 1995 unless sooner terminated as provided herein. 4. Payment. Contractor shall pay County the net project income which is received by Contractor from participants after adjustment for allowable costs specified in the attached Budget of Estimated Program Expenditures which is incorporated herein by reference. 5. Service Obligations. Contractor and County shall provide those services and carry out that work described in the attached Service Plan which is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 6. 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. 7. Project. This Contract implements in whole or in part the following described Project, the application and approvaldocuments of which are incorporated herein by reference: Contra Costa County Nutrition Project for the Elderly under Title III-C(1) of the Federal Older Americans Act of 1965, as amended; and Interdepartmental Services Agreement for the Senior Nutrition Project between Social Service Department and Health Services Department. 8. Legal Authority. This •Contract is entered into under and subject to the following legal authorities: California Government Code Sections 26227 and 31000. 9. Signatures. These signatures attest the parties, agreement hereto: COUNTY OF CONTRA COSTA. CALIFORNIA T Phil Batchelor, Clerk of the Board BOARD OF SUPERVISORS S pervisors and County Administrator By PR '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 two. Contra Costa County APPROVALS/ACKNOWLEDGEMENT Number 28-501-4 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- SERVICE PLAN Number 28-501-4 I. SCOPE OF SERVICES. Contractor shall work cooperatively with the Health Services Director or his designees to provide congregate meal services for County's Senior Nutrition Program. Contractor shall serve, in a comfortable, congenial atmosphere, meals prepared by the food caterer, or caterers, which have been designated in writing by County, and schedule and coordinate supportive social services pursuant to County-approved program schedules for County's Senior Nutrition Program. Contractor shall provide labor, supplies and equipment necessary to serve an approximate daily average of 40 congregate meals, five days per week, at the Senior Center, 233 Gregory Lane, Pleasant Hill, California, in accordance with the Work Program, which is on file in the office of the Senior Nutrition Program, and which is incorporated herein by reference. II. GENERAL PROVISIONS. A. Serving Days. Contractor shall provide congregate meal services at the Senior Center, each Monday through Friday, during the term of this Contract, except for the following designated holidays: Independence Day------------ Monday, July 4, 1994 Labor Day------------------- Monday, September 5, 1994 Columbus Day---------------- Observed Monday, October 10, 1994 Veteran's Day--------------- Monday, November 11, 1994 Thanksgiving Day------------ Thursday, November 24, 1994 Day after Thanksgiving------ Friday, November 25, 1994 Christmas Day--------------- Observed Monday, December 26, 1994 New Year's Day-------------- Observed Monday, January 2, 1995 Martin Luther King Jr. Day-- Monday, January 16, 1995 Presidents Day-------------- Monday, February 20, 1995 Memorial Day---------------- Monday, May 29, 1995 B. Specifications for Congregate Meal Services. Contractor shall comply with those specifications relevant to its performance which are included in the Application and Approval Documents set forth in Agreement Paragraph 7. (Project) under Title III-C(1) of the Older Americans Act which is incorporated herein by reference. C. Outside Support. Contractor shall solicit support from local agencies, clubs, groups and individuals in an attempt to integrate the'County's Senior Nutrition Program into the community. D. Service to Isolated Persons. Contractor will place primary emphasis on reaching those isolated persons who, because of limited financial resources, are unable to prepare well-balanced, nutritious meals for themselves. As vacancies occur in the meals program, staff shall attempt to fill these openings with persons that meet the above criteria rather than on a first-come, first-served basis. Contractor shall use a registration system and waiting list to insure maximum utilization of the Program by persons described above. Initials: Contractor County Dept. 1 SERVICE PLAN Number 28-501-4 E. Outreach Information and Referrals. Contractor shall operate in cooperation with local Home-Delivered Meals Providers, sharing outreach information and referring potential participants. F. Voluntary Contributions. Contractor shall afford senior citizen program participants and their accompanying non-senior spouses the opportunity to voluntarily and confidentially contribute towards the cost of their meals, based on the suggested contribution rate established by the Senior Nutrition Program Advisory Council. No senior citizen shall be individually coerced to contribute, nor shall they be refused service for failure to contribute towards the cost of their meals. All non-seniors consuming a Senior Nutrition Program meal, other than accompanying non-senior spouses, are required to pay for their meals at a rate set by the Program Advisory Council which closely approximates the direct cost per meal. G. County's Obligations. (1) County shall, at County expense, arrange to have meals, in sufficient quantity and quality to meet Contractor's obligations under this Agreement, prepared and delivered to the Nutrition Site specified in Paragraph I. (Scope of Services) , above. (2) County shall loan to Contractor the necessary dinnerware, utensils and food service equipment needed to meet its obligations under this Agreement. (3) County shall provide Contractor with supportive services needed to meet its commitments specified in the Work Program (which is on file in the office of the Senior Nutrition Program) , such as nutrition training for staff and participants, referral and information services, and consumerism. H. Payment for Service. In consideration for meals received from County for use in the Nutrition Program hereunder, Contractor shall pay to County monthly (for its Senior Nutrition Program) the net Project income which is received by Contractor from participants, after adjustment for the allowable costs specified in the attached "Budget of Estimated Program Expenditures" . Contractor's only allowable costs are those which are determined in accordance with General Services Administration Federal Management Circular FMC 74-4, (Principles For Determining Costs Applicable to Grants and Contracts With State and Local Governments) , and (Standards For Selected items of Cost) ; and subject to said documents, such other documents (if any) specified in the Service Plan regarding (i) principles for determining and allocating the allowable costs of providing those services set forth in the Service Plan, and (ii) standards for determining the allowability of selected items of costs of providing those services set forth in the Service Plan. I. Income Account. A separate account (Income Account) shall be established by Contractor which will be apart from any other Contractor accounts, in which shall be deposited all payments for meals received from participants. Income shall be deposited twice weekly or when the total undeposited income exceeds $100. The Income Account will be used solely to transfer funds to County's Senior Nutrition Program, not less than once each month. Initials: Contractor County Dept. 2 BUDGET OF ESTIMATED PROGRAM EXPENDITURES Number 28-501-4 A. BUDGET CATEGORIES. 1. RAW FOOD: Condiments $ 60 2. OTHER COSTS 4. OTHER COSTS: Office Expense $ 85 Kitchen Supplies 60 Volunteer Expenses 25 Subtotal 170 TOTAL PROJECT COSTS $ 230 B. PROJECT INCOME. PROJECT MEAL INCOME $ 8,030 LESS PROJECT COSTS ( 230) NET PROJECT INCOME (Payable to County) $ 7.800 Initials: Contractor County Dept. SPECIAL CONDITIONS Number 28-501-4 1. Novation. The parties having entered into a prior Contract #28-501-3 for the period July 1, 1993 through June 30, 1994 (which contained provision for an automatic three-month extension for the period from June 30, 1994 through September 30, 1994) , County and Contractor hereby agree to substitute this 1994-95 fiscal year Contract for the aforesaid three-month automatic contract extension. Effective July 1, 1994 all contract rights and obligations of the parties will be governed by this 1994-95 fiscal year Contract #28-501-4. 2. Cost Report and Settlement. No later than July 31, 1995, or 30 days following the termination of this Contract, whichever comes first, Contractor shall prepare and submit to County a cost report in the form and manner prescribed by County, showing the allowable costs which have actually been incurred by Contractor, actual Project income, and payment to County under this Contract. If said cost report shows that the allowable costs which have actually been incurred by Contractor under this Contract exceed the payments made to County pursuant to Paragraph II. , H. (Payment for Services) of the Service Plan, County will remit any such excess amount to Contractor, but not to exceed the total net Project income which has been paid by Contractor to County pursuant to Paragraph II. , H. (Payment for Services) of the Service Plan. 3. Audits. The records of the Contractor may be audited by the County, State, or United States government, in addition to any certified cost report or audit required by the Service Plan. Any certified cost report or audit required by the Service Plan shall be submitted to County by Contractor within such period of time as may be expressed by applicable State or Federal regulations, policies or contracts, but in no event later than 18 months from the termination date of this Contract. If such audit(s) show any Project income balance remaining after adjustment for allowable costs including any adjustments made pursuant to Paragraph 2. (Cost Report and Settlement) above, then Contractor agrees to 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 to County pursuant to Paragraph II. , H. (Payment for Services) of the Service Plan, including any adjustments made pursuant to Paragraph 2. (Cost Report and Settlement) above, then County agrees to pay Contractor any such excess amount, but not to exceed the total net Project income which has been paid by Contractor to County pursuant to Paragraph II. , H. (Payment for Services) of the Service Plan. 4. Audit Exceptions. In addition to its obligations under Paragraph 3. (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 liability, 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. 5. 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, 1995, and subject to continued program funding and approval by the County's Nutrition Program Director, the term of this Contract shall be automatically extended from June 30, 1995 through September 30, 1995. As to its extended term, this Contract is nevertheless subject to all the terms and conditions applicable during Initials: Contractor County Dept. 1 SPECIAL CONDITIONS Number 28-501-4 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 three-month extension is to allow for continuation of services as specified in this Contract, during which time County will finalize applicable parts of the County budget, and seek State approval of such budget, if necessary or appropriate, and complete a novation or renewal contract for Contractor and County Board of Supervisors approval. As to any such three-month extension: a. 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 three-month period. b. In addition to the cost report specified in Paragraph 2. (Cost Report and Settlement) of these Special Conditions, no later than October 31, 1995, or as otherwise may be prescribed by County, Contractor shall also submit to County, an extension period cost report as described in Paragraph 2. (Cost Report and Settlement) above, covering the period of this three-month extension. County and Contractor shall follow the cost report and settlement procedures set forth in Paragraph 2. (Cost Report and Settlement) , above. C. This three-month contract extension shall be subject to any further agreement (novation) which Contractor and County may enter into covering the provision of services during Fiscal Year 1995-96, in accordance with Contra Costa County's current revision of the Contra Costa County Senior Nutrition Program Annual Plan and Budget for 1995-96. 6. Confidentiality. Paragraph 16. (Confidentiality) of the General Conditions is hereby modified to read as follows: ,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. 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. C. Contractor shall protect from unauthorized disclosure names and other identifying information concerning persons receiving services pursuant to this Contract, except for statistical information not identifying any participant. Initials: Contractor County Dept. 2 SPECIAL CONDITIONS Number 28-501-4 d. Contractor shall not use such identifying information for any purpose other than carrying out the Contractor's obligations under this Contract. e. Contractor shall promptly transmit to County all requests for disclosure of such identifying information not authorized by the participant. f. Contractor shall not disclose, except as otherwise specifically permitted by this Contract or authorized by the participant, any such identifying information to anyone other than the County without prior written authorization from County. g. Contractor may allow participants to authorize the release of information to specific entities, but shall not request or encourage any participant to give a blanket authorization or sign a blank release, nor shall Contractor accept such from any participant. h. For the purposes of this Paragraph, identity shall include, but not be limited to, name, identifying number, symbol or other identifying characteristic assigned to the individual, such as finger or voice print or a photograph. " 7. Indemnification. Paragraph 18. (Indemnification) of the General Conditions is hereby modified to read as follows: "18. Indemnification. The Contractor shall defend, indemnify, save and hold harmless the County and the State of California and their 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 make good to and reimburse the County for any expenditures, including reasonable attorneys fees, the County may make by reason of such matters and, if requested by the County will defend any such suits at the sole cost and expense of the Contractor. " 8. 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, within two days, to 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. Initials: Contractor County Dept. 3 SPECIAL CONDITIONS Number 28-501-4 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. The County reserves the right to require Contractor to transfer such property to another Nutrition Program facility, or to return the property to County, as determined by the County to be appropriate. 9. Monitoring. Assessment and Evaluation. a. Authorized County, State and/or Federal representatives shall have the right to monitor, assess and evaluate Contractor's performance pursuant to this Contract. Said monitoring, assessment and evaluation may include, but is not limited to, audits, inspections of project premises, inspection of food preparation sites as appropriate, and interviews of project staff and participants. b. Contractor shall cooperate with the County in the monitoring, assessment and evaluation processes. 10. Records. In addition to providing service in accordance with Paragraph 3. (Records) of the General Conditions, Contractor further agrees that in the event of any litigation, claim, negotiation, audit exception, or other action involving the records, all records relative to such action shall be maintained and kept available until every action has been cleared to the satisfaction of the State and has been so stated in writing to the Contractor. 11. Donations. If there is an increase in Title III-C(1) or C(2) , whichever is applicable to this Contract, of the Federal Older Americans Act of 1965 funding applicable to this Contract or a surplus of available County Nutrition Project for the Elderly funds, County may, at its discretion, amend this Contract to substitute such funds for all or part of Contractor's obligation to provide donations, if Contractor agrees in said amendment to use any additional monies for the sole purpose of meeting Contractor's allowable costs incurred in providing services under this Contract but subject to the "Budget of Estimated Program Expenditures" included in the Service Plan. 12. 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: Contractor County Dept. 4 Contra Costa County Standard•Form 1187 GENERAL CONDITIONS (Purchase of Services) 1. Compliance with Law. Contractor shall be subject to and comply with all Federal, State and local laws and regulations applicable with respect to its performance under this Contract, including but not limited to, licensing, employment and purchasing practices; and wages, hours and conditions of employment, including nondiscrimination. 2. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the County, the State of California, and the United States Government. 3. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the County, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the County. a. Retention of Records. The Contractor shall retain all documents pertaining to this Contract for five years from the date of submission of Contractor's final payment demand or final Cost Report; for any further period that is required by law; and until all Federal/State audits are complete and exceptions resolved for this contract's funding period. Upon request, Contractor shall make these records available to authorized representatives of the County, the State of California, and the United States Government. b. Access to Books and Records of Contractor, Subcontractor. Pursuant to Section 1861(v)(1) of the Social Security Act, and any regulations promulgated thereunder, Contractor shall, upon written request and until the expiration of four years after the furnishing of services pursuant to this Contract, make available to the Secretary of Health and Human Services or to the Comptroller General, or any of their duly authorized representatives, this Contract and books, documents, and records of Contractor that are necessary to certify the nature and extent of all costs and charges hereunder. Further, if Contractor carries out any of the duties of this Contract through a subcontract with a value or cost of $10,000 or more over a twelve-month period, such subcontract shall contain a clause to the effect that upon written request and until the expiration of four years after the furnishing of services pursuant to such subcontract, the subcontractor shall make available, to the County, to the Secretary or to the Comptroller General, or any of their duly authorized representatives, the subcontract and books, documents, and records of the subcontractor that are necessary to verify the nature and extent of all costs and charges thereunder. This special condition is in addition to any and all other terms regarding the maintenance or retention of records under this Contract and is binding on the heirs, successors, assigns and representatives of Contractor. 4. Reporting Requirements. Pursuant to Government Code Section 7550, Contractor shall include in all documents or written reports completed and submitted to County in accordance with this Contract, a separate section listing the numbers and dollar amounts of all contracts and subcontracts relating to the preparation of each such document or written report. This section shall apply only if the payment limit under this Contract exceeds $5,000. 1 Conitra 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 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 SMifications for Operating Procedures. Detailed specifications of operating procedures and budgets required by this Contract, including but not limited to, monitoring, evaluating, auditing, billing, or regulatory changes, may be developed and set forth in a written Informal Agreement between the Contractor and the County. Such Informal Agreements shall be designated as such and shall not be amendments to this Contract except to the extent that they further detail or clarify that which is already required hereunder. Such Informal Agreements may not enlarge in any manner the scope of this Contract, including any sums of money to be paid the Contractor as provided herein. Informal Agreements may be approved and signed by the head of the County Department for which this Contract is made or his designee. 8. Modifications and Amendments. a. General Amendments. This Contract may be modified or amended by a written document executed by the Contractor and the Contra Costa County Board of Supervisors or, after Board approval, by its designee, subject to any required State or Federal approval. b. Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and the Service Plan may be amended by a written administrative amendment executed by the Contractor and the County Administrator or his designee, subject to any required State or Federal approval, provided that such administrative amendments may not materially change the Payment Provisions or the Service Plan. 9. Disputes. Disagreements between the County and Contractor concerning the meaning, requirements, or performance of this Contract shall be subject to final determination in writing by the head of the County Department for which this Contract is made or his designee or in accordance with the applicable procedures (if any) required by the State or Federal Government. 2 Contra Costa County Standard'Form 1/87 GENERAL CONDMONS (Purchase of Services) 10. Choice of Law and Personal Jurisdiction. a. This Contract is made in Contra Costa County and shall be governed and construed in accordance with the laws of the State of California. b. Any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, State of California. 11. Conformance with Federal and State Reiulations and Laws. Should Federal or State regulations or laws touching upon the subject of this Contract be adopted or revised during the term hereof, this Contract shall be deemed amended to assure conformance with such Federal or State requirements. 12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General Conditions, inspections or approvals, or statements by any officer, agent or employee of the County indicating the Contractor's performance or any part thereof complies with the requirements of this Contract, or acceptance of the whole or any part of said performance, or payments therefor, or any combination of these acts, shall not relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the County be thereby estopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract. 13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract or monies due or to become due, without the prior written consent of the County Administrator or his designee, subject to any required State or Federal approval. 14. Independent Contractor Status. This Contract is by and between two independent contractors and is not intended to and shall not be construed to create the relationship between the parties of agent, servant, employee, partnership, joint venture or association. 15. Conflicts of Interest. Contractor, its officers, partners, associates, agents, and employees, shall not make, participate in making, or in any way attempt to use the position afforded them by this Contract to influence any governmental decision.in which he or she knows or has reason to know that he or she has a financial interest under California Government Code Sections 87100, et seq., or otherwise. 16. Confidentiality. Contractor agrees to comply and to require its officers, partners, associates, agents and employees to comply with all applicable State or Federal statutes or regulations respecting confidentiality, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that: a. All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purpose not directly connected with the administration of such service. 3 Contra Costa County Standard Form 1/87 GENERAL CONDITIONS (Purchase of Services) b. No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service. Contractor agrees to inform all employees, agents and partners of the above provisions, and that any person knowingly and intentionally disclosing such information other than as authorized by law may be guilty of a misdemeanor. 17. Nondiscriminatory Services. Contractor agrees that all goods and services under this Contract shall be available to all qualified persons regardless of age, sex, race, religion, color, national origin, or ethnic background, or handicap, and that none shall be used, in whole or in part, for religious worship or instruction. 18. Indemnification. The Contractor shall defend, indemnify,save, and hold harmless the County and its officers and employees from any and all claims, costs and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or services of the Contractor or its agents, servants, employees or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of the County or its officers or employees. Contractor will reimburse the County for any expenditures, including reasonable attorneys' fees, the County may make by reason of the matters that are the subject of this indemnification, and if requested by the County will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of the Contractor. 19. Insurance. During the entire term of this Contract and any extension or modification thereof, the Contractor shall keep in effect insurance policies meeting the following insurance requirements unless otherwise expressed in the Special Conditions: a. Liability Insurance. The Contractor shall provide comprehensive liability insurance, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of$500,000 for all damages, including consequential damages, due to bodily injury, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Such insurance shall be endorsed to include the County and its officers and employees as additional insureds as to all services performed by Contractor under this agreement. Said policies shall constitute primary insurance as to the County, the State and Federal Governments, and their officers, agents, and employees, so that other insurance policies held by them or their self- insurance program(s) shall not be required to contribute to any loss covered under the Contractor's insurance policy or policies. b. Workers' Compensation. The Contractor shall provide workers' compensation insurance coverage for its employees. C. Certificate of Insurance. The Contractor shall provide the County with (a) certificate(s) of insurance evidencing liability and worker's compensation insurance as required herein no later than the effective date of this Contract. If the Contractor should renew the insurance policy(ies) or acquire either a new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy at any time during the term of this Contract, then Contractor shall provide (a) current certificate(s) of insurance. 4 ' Contra Costa County Standard.Form 1/87 GENERAL CONDMONS (Purchase of Services) d. Additional Insurance Provisions. The insurance policies provided by the Contractor shall include a provision for thirty (30) days written notice to County before cancellation or material changes of the above specified coverage. 20. Notices. All notices provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the County shall be addressed to the head of the County Department for which this Contract is made. Notices to the Contractor shall be addressed to the Contractor's address designated herein. The effective date of notice shall be the date of deposit in the mails or of other delivery, except that the effective date of notice to the County shall be the date of receipt by the head of the County Department for which this Contract is made. 21. Primacy of General Conditions. Except for Special Conditions which expressly supersede General Conditions, the Special Conditions (if any) and Service Plan do not limit any term of the General Conditions. 22. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased by County under a new contract following expiration of termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure to continue purchase of all or any such services from Contractor. 23. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue & Taxation Code Section 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest. Contractor agrees that this provision complies with the notice requirements of Revenue & Taxation Code Section 107.6, and waives all rights to further notice or to damages under that or any comparable statute. 24. No Third-Party_Beneficiaries. Notwithstanding mutual recognition that services under this Contract may provide some aid or assistance to members of the County's population, it is not the intention of either the County or Contractor that such individuals occupy the position of intended third- party beneficiaries of the obligations assumed by either party to this Contract. 25. Copyrights and Rights in Data. Contractor shall not publish or transfer any materials produced or resulting from activities supported by this agreement without the express written consent of the County Administrator. If any material is subject to copyright, the County reserves the right to copyright such and the Contractor agrees not to copyright such material. If the material is copyrighted, the County reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, and use such materials, in whole or in part, and to authorize others to do so. 5