HomeMy WebLinkAboutMINUTES - 08081995 - C68 TO: BOARD OF SUPERVISORS
FROM: Mark Finucane, Health Services Director
Contra
Costa
DATE: July 24, 1995 County
SUBJECT: Approval of Novation Contract #24-259-27 with
Center for Human Development
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION ' t
I. RECOMMENDED ACTION:
Approve and authorize the Health Services Director, or his designee
(Chuck Deutschman) , to execute on behalf of the County, Novation
Contract #24-259-27 with Center for Human Development, for the period
from July 1, 1995 through June 30, 1996, with a payment limit of
$505,725, for provision of Substance Abuse Primary Prevention Program
services. This Contract includes a six-month contract automatic
extension through December 31, 1996, in the amount of $252 ,863 .
II. FINANCIAL IMPACT:
This Contract is funded in the Health Services Department Budget (Org.
#5915) . The payment limit and funding sources are as follows:
$ 437,974 Federal Block Grant (SAPT & DFSC)
7,429 State General Funds
39,206 County Realignment
21, 116 County Funds
$ 5050725 TOTAL CONTRACT PAYMENT LIMIT
III. REASONS FOR RECOMMENDATIONSIBACKGROUND:
This Contractor has been providing drug and alcohol program services
for the County for many years. Standard Novation Contract #24-259-27
combines the New Experiences in Affection and Trust (NEAT) Family
Outreach Program, the School-Based Community Primary Prevention
Project provided under a prior Contract #24-301-26, and Alcohol/Drug
Abuse Prevention and Community Mental Health Outreach services
provided under a prior Contract #24-711-32 .
Approval of Novation Contract #24-259-27 replaces the six-month
contract automatic extensions of the prior contracts, and allows the
contractor to continue to provide substance abuse primary prevention
services through June 30, 1996.
CONTINUED ON ATTACHMENT: YES SIGNATURE: '--
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S)
i
ACTION OF BOARD ON 019 APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
Z
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 - �,�,a �a
Risk Management Phil Rit_&dry,Cterk 4 the Baird of
Auditor-Controller Su
, en;isors and County Administrator
Contractor
M382/7-83 ; BY DEPUTY
Contra Costa County STANDARD CONTRACT Number 24-259-27
Standard Form 1/87 (Purchase of Services) Fund/Org # 5915/5936
NOVATION Account # 2320
Other #
1. Contract Identification.
Department: Health Services - Substance Abuse Division
Subject: New Experiences in Affection and Trust (NEAT) , School-Based Community
Primary Prevention Project, and Alcohol/Drug Abuse Prevention and Community
Mental Health Outreach Services
2. Parties. The County of Contra Costa, California (County) , for its Department named
above, and the following named Contractor mu ally agree and promise as follows:
Contractor: CENTER FOR HUMAN DEVELOPMENT
Capacity: Nonprofit California corporation axpayer ID # Not Applicable
Address: 391 Taylor Boulevard, #120, Pleasant Hil California 94523
3. Term. The effective date of this Contract is July 1. 1995 and it terminates
June 30. 1996 unless sooner terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not
exceed $505,725.
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 Oblizations. 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. Contract is subject to the General Conditions and
Special Conditions (if any) arn
ereto, which are incorporated herein by
reference.
8. Pro ect. This Contract implements in whole or in part the following described Project,
the application and approval documents of which are incorporated herein by reference:
County's Contract #29-488 (State #NNA07-94) with the State Department of Alcohol and
Drug Programs and any modifications or revisions thereof, a copy of which is on file
with the offices of County's Substance Abuse Division.
9. Legal Authority. This Contract is entered into under and subject to the following
legal authorities: California Government Code Sections 26227 and 53703.
10. Signatures. These signatures attest the parties` agreement hereto:
OUNTY 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 two.
Contra Costa County Standard Form(Rev. 1/95)
APPROVALS/ACKNOWLEDGMENT
Number 24-259-27
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
COUNTY COUNSEL
By By
Designee - Deputy
APPROVED: COUNTY ADMINISTRATOR
By:
Designee
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
ss.
COUNTY OF CONTRA COSTA )
On , before me,
(insert name and title of the officer), personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS MY HAND AND OFFICIAL SEAL.
(Seal)
Signature
AC"OWLIDGMFNT ft Ceepoemim Pattemts*,or Individual)
(Civil Code 11189)
Contra. Costa County Standard Form 6/90
PAYMENT PROVISIONS
(Fee Basis Contracts) Number 24-259'-27
1. Payment Amounts. Subject to the Payment Limit of this Contract and subject to the
following Payment Provisions, County will pay Contractor the following fee as full
compensation for all services, work, expenses or costs provided or incurred by
Contractor: [Check one alternative only. ]
[ ] a. $ monthly, or
[ ] b. $ per unit, as defined in the Service Plan, or
[ ] c. $ after completion of all obligations and conditions herein.
[x] d. (1) $34.200.00 upon demand, on or after July 1, 1995, provided however that
County will reduce the total amount of each subsequent monthly
demand which Contractor submits for payment of the fee set
forth below by 1/12 of the amount paid to Contractor on July
1, 1995; and
(2) $ 29.54 for each unit of service as defined in the Service Plan for
provision of not less than 17.120 units of service.
2. Payment Demands. Contractor shall submit written demands. Said demands shall be made
on County Demand Form D-15 and in the manner and form prescribed by County. Contractor
shall submit said demands for payment no later than 30 days from the end of the month
in which the contract services upon which such demand is based were actually rendered.
Upon approval of said payment demands by the head of the County Department for which
this Contract is made, or his designee, County will make payments as specified in
Paragraph 1. (Payment Amounts) above.
3. Penalty for Late Submission. When Contractor fails to submit to County a timely demand
for payment as specified in Paragraph 2. (Payment Demands) above, and as a result of
Contractor's late submission the County is unable to obtain reimbursement from the
State of California or otherwise; to the extent the County's recovery of funding is
prejudiced, County shall not pay Contractor for such services, even though such
services were fully provided.
4. Right to Withhold. County has the right to withhold payment to the Contractor when,
in the opinion of the County expressed in writing to the Contractor, (a) the
Contractor's performance, in whole or in part, either has not been carried out or is
insufficiently documented, (b) the Contractor has neglected, failed or refused to
furnish information or to cooperate with any inspection, review or audit of its
program, work or records, or (c) Contractor has failed to sufficiently itemize or
document its demand(s) for payment.
5. Audit Exceptions. Contractor agrees to accept responsibility for receiving, replying
to, and/or complying with any audit exceptions by appropriate County, State or Federal
audit agencies occurring as a result of its performance of this Contract. Contractor
also agrees to pay to the County within 30 days of demand by County the full amount of
Initials:
Contractor County Dept.
1
Contra Costa, County Standard Form 6/90
j" PAYMENT PROVISIONS
(Fee Basis Contracts) Number •24-259-27
the County's obligation, if any, to the State and/or Federal government resulting from
any audit exceptions, to the extent such are attributable to the Contractor's failure
to perform properly any of its obligations under this Contract.
6. Required Audit. If Contractor is funded by $25,000 or more in federal grant funds in
any fiscal year from any source, Contractor shall provide to County at Contractor's
expense an audit conforming to the requirements set forth in the most current version
of Office of Management and Budget Circular A-133. If Contractor is funded by $25,000
to $100,000 in federal grant funds in any fiscal year from any source, Contractor shall
arrange for conduct of the federally-required audit biennially and shall submit the
audit to County in the time, form, and manner required by the most current version of
Office of Management and Budget Circular A-133 and by County. If Contractor is funded
by $100,000 or more in federal grant funds in any fiscal year from any source,
Contractor shall arrange for conduct of the federally-required audit annually and shall
submit the audit to County in the time, form, and manner required by the most current
version of Office of Management and Budget Circular A-133 and by County. Contractor
is solely responsible for arranging for the conduct of the audit, and for its cost, and
County may withhold the estimated cost of the audit or 10 percent of the contract
amount, whichever is larger, or the final payment, from Contractor until County
receives the audit from Contractor.
Initials:
Contractor County Dept.
2
SERVICE PLAN
Number 24-259-27
1. Scone of Service. Contractor shall provide community-oriented prevention services
which address substance abuse problems, including mental health, violence and related
physical health risks. Contractor shall provide services in accordance with the Department's
Work Plan for this Contract and County's Agreement #29-488 with the State Department of
Alcohol and Drug Programs (and any modifications or renewals thereof) , which are on file in
the County's Substance Abuse Division Office and which are incorporated herein by reference.
Clients shall include the general public and private human service agencies, schools,
community organizations, and youth groups in all areas of the County. Contractor shall make
its Service Delivery Policy which is incorporated herein by reference available to the public
for inspection.
2. Charges for Services. Contractor's charges for services, if allowable, to clients, or
to other persons responsible for clients, shall not exceed estimated actual cost and shall
be subject to the following legal authorities: Health and Safety Code Sections 11841 and
1191.5, Welfare and Institutions Code Sections 5717 and 5718; California Code of Regulations,
Title 9, Section 524; and Health and Safety Code, Chapter 4, Section 1191.5. Contractor
shall utilize the guidelines and procedures established by the State and County for
determining client fees and payment liability, including but not limited to the "Uniform
Method for Determining Ability to Pay" (UMDAP) as issued by the State Department of Mental
Health and such other guidelines as may be issued by the State Department of Alcohol and Drug
Programs. The parent, parents or legal guardian of a minor who is between the ages of 12 and
17, inclusive, and who receives services under this Contract, shall be liable for payment of
the charges for such services only to the extent permitted by Civil Code Sections 25.9 and
34.10.
3. Service Specifications. Under this Contract, Contractor shall provide commuinity-
oriented prevention services for the following primary prevention programs:
a. NEAT Family Program: A community-based, youth-oriented outreach program known
as "New Experiences in Affection and Trust Family Network";
b. YEP Program: A substance abuse prevention curricula provided to Contra Costa
County middle, junior and senior high schools participating in the "Youth
Educator Program" ;
C. PEP Program: A parent volunteer program to reduce risk factors associated with
the use of alcohol and other drugs, to prevent violence and other mental health
problems among children in grades K-6, known as the "Parent Educator Program" ;
and
d. North Richmond Community Initiatives: A program to increase the resources
available to, and provide alternative activities for, elementary, middle, and
high school youth and parents from North Richmond, known as the "Community
Initiatives Prevention Project".
3. Service Unit Definition. A unit of service, for payment purposes, shall be defined as
the provision of services described above by one (1) paid member of Contractor's professional
staff for one (1) full hour.
4. Number of Service Units. Subject to sufficient referrals by the County and other
authorized referral sources, Contractor shall provide not less than 17,120 service units.
Initials:
1 Contractor County Dept.
SERVICE PLAN
Number 24-259-27
5. Program Objectives and Performance Evaluation. Contractor shall provide the above
program services so as to achieve the service program objectives set forth in the
Department's Contract Performance Plan for this Contract which is on file in the Department's
Substance Abuse Division office and which is incorporated herein by reference. Contractor's
performance under this Contract shall be evaluated by County on the basis of:
a. The degree to which each specified service program objective was actually
achieved, and
b. The total number of service units that were actually provided by Contractor
hereunder.
6. Performance Reports. Contractor shall prepare and submit to County such periodic
performance progress reports as may be required by County's Health Services Department
Director or his designee. No later than August 31st, or 60 days following the termination
of this Contract, whichever comes first, Contractor shall prepare and submit to County an
Annual Performance Report, in the form and manner prescribed by County's Department Director,
or his designee, covering the period ending June 30th under this Contract.
7. Administrative Meetings. Provider shall attend regular administrative meetings as
required by County's Substance Abuse Division Director or his/her designee.
8. Complaint Process. Contractor shall comply with County's Drug Program Complaint Policy
and Procedure (Complaint Process) , which is on file in the office of the County's Substance
Abuse Division and which is incorporated herein by reference.
9. Service Program Administration and Fiscal Management. Contractor shall administer the
service program covered by this Contract as a separate organization, administrative, and
fiscal activity and shall keep this program separate and distinct from other activities.
Contractor shall establish and maintain a fiscal management system of cost center accounts
so that funds provided by this Contract will not be co-mingled with or used in Contractor's
other activities which are not covered by this Contract.
Initials:
2 Contractor County Dept.
SPECIAL CONDITIONS
Number •24-259-27
1. Novation. The parties having entered into prior Contracts #24-259-25, #24-301-26 and
#24-711-32 (as amended by Contract Amendment Agreements #24-259-26 and #24-301-27) for the
period from July 1, 1994 through June 30, 1995, which contained six-month automatic contract
extensions for the period from July 1, 1995 through December 31, 1995, County and Contractor
hereby agree to substitute this Contract #24-259-27 for Contracts #24-259-25, #24-301-26, and
#24-711-32, as amended by Contract Amendment Agreements #24-259-26 and #24-301-27. Effective
July 1, 1995, all contract rights and obligations of the parties will be governed solely by
this Contract, #24-259-27.
2. Required Audit. Payment Provisions Paragraph 6. (Required Audit) is hereby deleted in
its entirety and replaced with a new Paragraph 6 to read as follows:
"6. Required Audit. If Contractor is funded by $250,000 or more in federal grant
funds in any fiscal year from any source, Contractor shall provide to County at Contractor's
expense an audit conforming to the requirements set forth in the most current version of
Office of Management and Budget Circular A-133. 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. ,,
3. Budget of Estimated Program Expenditures. A budget of estimated program expenditures
for the services described in this Contract shall be prepared and submitted by Contractor to
County and shall be maintained on file in the offices of the Substance Abuse Division. Any
movement of funds bte%s in the budget of estimated program expenditures must
have the prior written approval of the County's Substance Ab Director, or his designee.
/o% oe- mote' be-fwe� Moot�Ala-f4i ,Sx
4. Financial Statement. On an annual basis, Contract r shall prepare a financial
statement, in a form and manner required by County, verifying the total number of service
units actually provided and covering the costs that are actually incurred in the provision
of services under this Contract for each fiscal year period ending June 30th. Contractor
shall have said financial statement reviewed and verified by an independent Certified Public
Accountant and shall submit said financial statement together with the Certified Public
Accountant's verification to County not later than August 31th following the end of each
fiscal year period hereunder, or 60 days following the termination of this Contract,
whichever comes first. The financial statement is required for information only and shall
not be used by County to adjust payments made to Contractor during the term of this Contract.
In accordance with Payment Provisions Paragraph 4. (Right to Withhold) , County may withhold
up to 100% of any Contract payment which is due and payable to Contractor pending submission
of the required financial statement. Upon receipt of said financial statement, County shall
release to Contractor any payment amount which has been withheld by County.
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, 1996, the term of this Contract shall be
automatically extended from July 1, 1996 through December 31, 1996. During its extended
term, this contract is nevertheless subject to all the terms and conditions applicable during
its initial term, including but not limited to General Conditions Paragraph 5. (Termination) ,
except as to payment for services rendered during the extended term. The purpose of this
automatic six-month extension is to allow for continuation of services as specified in this
Contract, to avoid interruption of payment to Contractor, and to allow County time in which
Initials:
Co tractor County Dep
1: .
SPECIAL CONDITIONS
Number 24-259-27
to complete a novation or renewal contract for Contractor and County Board of Supervisors
approval. As to any such six-month extension:
a. The Contract Payment Limit, specified in Paragraph 4. (Payment Limit) of this
Contract, is increased by $252,863 (the six-month Payment Limit), and County's total payments
to Contractor for said six-month extension shall not exceed this six-month Payment Limit,
subject, nevertheless, to the aforesaid novation or renewal contract.
b. Contractor shall continue to provide services as set forth in the Service Plan,
subject to any amendments thereto; all service units (set forth in the Service Plan and/or
Special Conditions) shall be prorated for the six-month period.
C. In addition to the financial statement of Contract operations specified in
Paragraph 4, (Financial Statement) of these Special Conditions, Contractor shall also submit
to County, no later than 60 days following termination of this Contract as extended, an
extension period financial statement covering the period of this six-month extension. The
content and Certified Public Accountant verification requirements for this statement shall
be as specified above in Special Conditions Paragraph 4. This financial statement is for
information only and shall not be used by County to adjust payments made to Contractor.
6. Ownership and DisQosition of Property and Equipment. Equipment and capital expenditure
items with a purchase price of 500 or more and a useful life of at least one year shall be
defined as nonexpendable property. Items with a purchase price of less than 500 or a useful
life of less than one year shall be defined as expendable property. Subject to these
definitions, the acquisition, utilization, and disposition of expendable and nonexpendable
property shall be determined in accordance with the principles and statements set forth in
Federal Management Circular FMC 74-7 (Attachment N) , a Federal General Services
Administration publication dated September 13, 1974; references contained therein to the
federal government, federal agencies or "grantor" shall be construed to mean "County" and
references to "grantee" shall be construed to mean "Contractor. " Upon termination of this
Contract, or as otherwise may be prescribed by County, Contractor shall account for and
transfer to County all remaining expendable and nonexpendable property (including supplies
and equipment) loaned by County for use by Contractor or acquired with Contract funds
(excluding items which are not fully depreciated or which are purchased with outside non-
County revenues) in accordance with Federal or State regulations and/or guidelines prescribed
by County, and County shall retain full ownership of all such property.
7. Protection of Property and Equipment. Throughout the term of this Contract, and any
modification or extension thereof, Contractor shall:
a. Cooperate with County in tagging and appropriately identifying all program
property and equipment loaned by County for use by Contractor or acquired with Contract
funds.
b. Establish a property management control system to ensure adequate safeguards to
prevent loss, theft, or damage to property, and maintain all equipment in good working repair
at all times.
C. Investigate, fully document, and immediately report to appropriate police
agencies and/or County any loss, theft, or damage to property and equipment. Contractor
Initials:
Contractor County Dept.
2
SPECIAL CONDITIONS
Number '24-259-27
shall repair or replace all such items within 60 days with items of comparable quality and
value.
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.
8. Third-Party Payment Liability. Contractor shall be solely responsible for any payments
due from Contractor to third parties or for any liabilities, obligations, or commitments of
Contractor arising from Contractor's performance of this Contract, including, but not limited
to, any payments that Contractor may owe to contractors or other suppliers for goods and
services received by Contractor in the operating, equipping, altering, remodeling,
renovating, or repairing of Contractor's program and facilities established under this
Contract. In no event shall County be-responsible for any payments due from Contractor to
third parties or for any liabilities, obligations, or commitments of Contractor arising from
Contractor's performance of this Contract.
9. . Professional Liability Insurance Requirements. The provision of professional liability
insurance coverage by Contractor is optional at Contractor's sole discretion subject to
General Conditions Paragraph 18. (Indemnification) .
10. 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.
3
Contra Costa County Standard Form 1/87
GENERAL CONDMONS
(Purchase of Services)
1. Compliance with Law. Contractor shall be subject to and comply with all Federal, State and local
laws and regulations applicable with respect to its performance under this Contract, including but not
limited to, licensing,, employment and purchasing practices; and wages, hours and conditions of
employment, including nondiscrimination.
2. Inspection. Contractor's performance, place of business and records pertaining to this Contract
are subject to monitoring, inspection, review and audit by authorized representatives of the County, the
State of California, and the United States Government.
3. Records. Contractor shall keep and make available for inspection and copying by authorized
representatives of the County, the State of California, and the United States Government, the
Contractor's regular business records and stfch 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 Form 1/87
GENERAL CONDMONS
(Purchase of Services)
5. Termination.
a. Written Notice. This Contract,may be terminated by either party, at their sole discretion,
upon thirty-day advance written notice thereof to the other, and may be cancelled immediately by written
mutual consent.
b. Failure to Perform. The County, upon written notice to Contractor, may immediately
terminate this Contract should the Contractor fail to perform properly any of its obligations hereunder.
In the event of such termination, the County may proceed with the work in any reasonable manner it
chooses. The cost to the County of completing Contractor's performance shall be deducted from any sum
due the Contractor under this Contract, without prejudice to the County's rights otherwise to recover
its damages.
C. Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the event that Federal,
State, or other non-County funding for this Contract ceases, this Contract is terminated without notice.
6. Entire Agreement. This Contract contains all the terms and conditions agreed upon by the parties.
Except as expressly provided herein, no other understanding, oral or otherwise, regarding the subject
matter of this Contract shall be deemed to exist or to bind any of the parties hereto.
7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures
and budgets required by this Contract, including but not limited to, monitoring, evaluating, auditing,
billing, or regulatory changes, may be developed and set forth in a written Informal Agreement between
the Contractor and the County. Such Informal Agreements shall be designated as such and shall not be
amendments to this Contract except to the extent that they further detail or clarify that which is already
required hereunder. Such Informal Agreements may not enlarge in any manner the scope of this
Contract, including any sums of money to be paid the Contractor as provided herein. Informal
Agreements may be approved and signed by the head of the County Department for which this Contract
is made or his designee.
8. Modifications and Amendments.
a. General Amendments. This Contract may be modified or amended by a written document
executed by the Contractor and the Contra Costa County Board of Supervisors or, after Board approval,
by its designee, subject to any required State or Federal approval.
b. Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and
the Service Plan may be amended by a written administrative amendment executed by the Contractor
and the County Administrator or his designee, subject to any required State or Federal approval,
provided that such administrative amendments may not materially change the Payment Provisions or the
Service Plan.
9. Disputes. Disagreements between the County and Contractor concerning the meaning,
requirements, or performance of this Contract shall be subject to final determination in writing by the
head of the County Department for which this Contract is made or his designee or in accordance with
the applicable procedures (if any) required by the State or Federal Government.
2
Centra Costa County Standard Form L87
GENERAL CONDITIONS
(Purchase of Services)
10. Choice of Law and Personal Jurisdiction.
a. This Contract is made in Contra Costa County and shall be governed and construed in
accordance with the laws of the State of California.
b. Any action relating to this Contract shall be instituted and prosecuted in the courts of
Contra Costa County, State of California.
11. Conformance with Federal and State Regulations and Laws. Should Federal or State regulations
or laws touching upon the subject of this Contract be adopted or revised during the term hereof, this
Contract shall be deemed amended to assure conformance with such Federal or State requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General Conditions, inspections
or approvals, or statements by any officer, agent or employee of the County indicating the Contractor's
performance or any part thereof complies with the requirements of this Contract, or acceptance of the
whole or any part of said performance, or payments therefor, or any combination of these acts, shall not
relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the County be thereby
estopped from bringing any action for damages or enforcement arising from any failure to comply with
any of the terms and conditions of this Contract.
13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns and
representatives of Contractor. The Contractor shall not enter into subcontracts for any work
contemplated under this Contract and shall not assign this Contract or monies due or to become due,
without the prior written consent of the County Administrator or his designee, subject to any required
State or Federal approval.
14. Independent Contractor Status. This Contract is by and between two independent contractors and
is not intended to and shall not be construed to create the relationship between the parties of agent,
servant, employee, partnership,joint venture or association.
15. Conflicts of Interest. Contractor, its officers, partners, associates, agents, and employees, shall
not make, participate in making, or in any way attempt to use the position afforded them by this
Contract to influence any governmental decision in which he or she knows or has reason to know that
he or she has a financial interest under California Government Code Sections 87100, et seq., or
otherwise.
16. Confidentiality. Contractor agrees to comply and to require its officers, partners, associates,
agents and employees to comply with all applicable State or Federal statutes or regulations respecting
confidentiality, including but not limited to, the identity of persons served under this Contract, their
records, or services provided them, and assures that:
a. All applications and records concerning any individual made or kept by Contractor or any
public officer or agency in connection with the administration of or relating to services provided under
this Contract will be confidential, and will not be open to examination for any purpose not directly
connected with the administration of such service.
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Contra, Costa County Standard Form 1187
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.
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.,� Cntra Costa County Standard Form 1/87
• GENERAL CONDITIONS
(Purchase of Services)
d. Additional Insurance Provisions. The insurance policies provided by the Contractor shall
include a provision for thirty (30) days written notice to County before cancellation or material changes
of the above specified coverage.
20. Notices. All notices provided for by this Contract shall be in writing and may be delivered by
deposit in the United States mail, postage prepaid. Notices to the County shall be addressed to the head
of the County Department for which this Contract is made. Notices to the Contractor shall be
addressed to the Contractor's address designated herein. The effective date of notice shall be the date
of deposit in the mails or of other delivery, except that the effective date of notice to the County shall be
the date of receipt by the head of the County Department for which this Contract is made.
21. Primacy of General Conditions. Except for Special Conditions which expressly supersede General
Conditions, the Special Conditions (if any) and Service Plan do not limit any term of the General
Conditions.
22. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or
understanding that the services provided by Contractor under this Contract will be purchased by County
under a new contract following expiration of termination of this Contract, and waives all rights or claims
to notice or hearing respecting any failure to continue purchase of all or any such services from
Contractor.
23. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or
right to the possession of land or improvements, but does not vest ownership of the land or improvements
in the same person, or if this Contract results in the placement of taxable improvements on tax exempt
land (Revenue & Taxation Code Section 107), such interest or improvements may represent a possessory
interest subject to property tax, and Contractor may be subject to the payment of property taxes levied
on such interest. Contractor agrees that this provision complies with the notice requirements of Revenue
& Taxation Code Section 107.6, and waives all rights to further notice or to damages under that or any
comparable statute.
24. No Third-Party Beneficiaries. Notwithstanding mutual recognition that services under this
Contract may provide some aid or assistance to members of the County's population, it is not the
intention of either the County or Contractor that such individuals occupy the position of intended third-
party beneficiaries of the obligations assumed by either party to this Contract.
25. Copyrights and Rights in Data. Contractor shall not publish or transfer any materials produced
or resulting from activities supported by this agreement without the express written consent of the County
Administrator. If any material is subject to copyright, the County reserves the right to copyright such
and the Contractor agrees not to copyright such material. If the material is copyrighted, the County
reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, and use such
materials, in whole or in part, and to authorize others to do so.
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