HomeMy WebLinkAboutMINUTES - 02021993 - 1.26 I
TO: BOARD OF SUPERVISORS �
FROM: Mark Finucane, Health Services Director n Contra
By: Elizabeth A. Spooner, Contracts Administrator Costa
DATE: January 21, 1993 Courty
SUBJECT: Approval of Novation Contract #24-444-5 with Adolescent
Treatment Centers, Inc. (Residential Treatment for Adolescents)
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION:
Approve and authorize the Chair, Board of Supervisors, to execute on
behalf of the County, Novation Contract #24-444-5 with Adolescent
Treatment Centers, Inc. in the amount of $34,062 for the period July
1, 1992 through June 30, 1993 to provide residential treatment for
adolescents with alcohol problems. This document includes a six-
month automatic extension from June 30, 1993 through December 31,
1993 in the amount of $17, 031.
II. FINANCIAL IMPACT:
This Contract is funded by State Alcohol Program Funds and by
required County matching funds, as follows:
$30, 656 State Alcohol Program Funds
3 ,406 County Funds
$34,062 Total Contract Payment Limit
The contract payment limit and the fee rate are the same as last
fiscal year.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
This Contractor has been providing augmented adolescent residential
alcohol dependency treatment services at its Thunder Road facility in
Oakland under an automatic extension of the FY 1991-92 Contract #24-
444-4. Novation Contract #24-444-5 replaces the six-month automatic
extension under the prior contract.
CONTINUED ON ATTACHMENT: YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMM DAT ON OF BOARD OMMITTEE
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ON 93 APPROVED AS RECOMMENDED X, OTHER
IV
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
OF SUPERVISO ON THE DATE SHOWN.
Contact: Chuck Deutschman (313-6350) el 9
CC: Health Services (Contracts) ATTESTED
Risk Management - Phil Batchelor,Clerk of thif9card of
Auditor-Controller Supervisors and County Administrator
Contractor
M382/7-83 BY DEPUTY
C,ntra Costa .County1 —26 Number 24-444-5
Stindard Form 1/87 STANDARD CONTRACT ` Fund/Org # 5915
(Purchase of Services) Account # 2320
1. rContract Identification. NOVATION CONTRACT Other #
Department: Health Services - Substance Abuse Division
Subject: Alcohol Program Services: Residential Adolescent Treatment Program (Thunder
Road, Oakland)
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: ADOLESCENT TREATMENT CENTERS, INC.
Capacity: . California Nonprofit Corporation Taxpayer ID # Not Avylicable
Address: 1211 Division Street, Napa, California 94559
Mailing Address: 390 - 40th Street, Oakland, California 94609
3. Term. The effective date of this Contract is July 1. 1992 and it terminates
June 30. 1993 unless sooner terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not
exceed $34.062.
5. County's Obligations. County shall make to the Contractor those payments described in
the Payment Provisions attached hereto which are incorporated herein by reference,
subject to all the terms and conditions contained or incorporated herein.
6. Contractor's Obligations. Contractor shall provide those services and carry out that
work described in the Service Plan attached hereto which is incorporated herein by
reference, subject to all the terms and conditions contained or incorporated herein.
7. General and Special Conditions. This Contract is subject to the General Conditions and
Special Conditions (if any) attached hereto, which are incorporated herein by reference.
8. Proiect. This Contract implements in whole or in part the following described Project,
the application and approval documents of which are incorporated herein by reference:
Current Contra Costa County Alcoholism Plan and Budget and any modifications or
revisions thereof, which is on file in the offices of County's Substance Abuse Division.
9. Legal Authority. This Contract is entered into under and subject to the following legal
authorities: Welfare and Institutions Code; Title 22 and Subchapter 3 (Section 5600 et
seq.) of Chapter 1 of Title 9 of the California Code of Regulations; California
Government Code Sections 26227 and 53703; and Health and Safety Code, Division 10.5,
Part I and Part III, Chapter 4, Section 11980 et seq. , and Section 11750 et seq.
10. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA
ATTEST: Phil Batchelor, Clerk of the Board
BO OF SUPERVIS RS �--, of Supe is r d C my Administrator
y
Chairman/Designee Deputy
/ 1 CONTRACTOR
By ay
(�,!
President Vice-President
(Designate business capacity A) (Designate business capacity B)
Note to Contractor: For corporations (profit or nonprofit), the contract must be signed by two officers.
Signature A must be that of the president or vice-president and Signature B must be that of the secretary or
assistant secretary (Civil Code Section 1190 and Corporations Code Section 313). All signatures must be
acknowledged as set forth on page two.
-Contra Costa County Standard Form 1/87
APPROVALS/ACKNOWLEDGEMENT
Number 24-444-5
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
By By
Designee 0
APPROVED: COUNTY ADMINISTRATOR
By J�, [qllX
ACKNOWLEDGEMENT
State of California ACKNOWLEDGEMENT (By Corporation,
Partnership, or Individual)
County of r 'QGx� Cti
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: - [ ce 3
[Notarial Seal]
•Y��a OFFICIALSEAL
No6ary Pu lic/Deputy County Clerk
PiARILYN K. ISOM
N07ARY PUBLIC CALIFORNIA
_•� ALAMEDA COUNTY
MY CC"- EXP. MAY 25 1993 -2-
Contra Costa County PAYMENT PROVISIONS Standard Form 6/90
(Fee Basis Contracts)
Number 24-444-5
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. ]
[ J a- $ monthly, or
[ ] b. $ per unit, as defined in the Service Plan, or
[ J c. $ after completion of all obligations and conditions herein.
[SJ d. $ 23.33 for each Resident Client Day unit of service as defined in the
Service Plan, not to exceed a total of 1.460 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
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:
ontractor Co
u Dept.
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Contra Costa County PAYMENT PROVISIONS Standard Form -6/90
(Fee Basis Contracts)
Number 24-444-5
6. Required Audit. If Contractor is funded by $25,000 or more in federal grant funds in
any fiscal year from any source, Contractor shall provide to County at Contractor's
expense an audit conforming to the requirements set forth in the most current version
of Office of Management and Budget Circular A-133. If Contractor is funded by $25,000
to $100,000 in federal grant funds in any fiscal year from any source, Contractor shall
arrange for conduct of the federally-required audit biennially and shall submit the
audit to County in the time, form, and manner required by the most current version of
Office of Management and Budget Circular A-133 and by County. If Contractor is funded
by $100,000 or more in federal grant funds in any fiscal year from any source,
Contractor shall arrange for the audit to County in the time, form, and manner required
by the most current version of Office of Management and Budget Circular A-133 and by
County. Contractor is solely responsible for arranging for the conduct of the audit,
and for its cost, and County may withhold the estimated cost of the audit or 10 percent
of the contract amount, whichever is larger, or the final payment, from Contractor
until County receives the audit from Contractor.
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ontractor jCoDept.
2
SERVICE PLAN
Number 24-444-5
1. Scope of Services. Contractor shall provide augmented adolescent
residential alcohol dependency treatment services County-referred clients at its
Thunder Road facility located at 390 - 40th Street, Oakland. Subject to the
restrictions and requirements of Contractor's State license(s) , and upon written
authorization by County's Substance Abuse Director, Contractor shall admit
adolescents who have alcohol dependency as a primary problem and who, in
Contractor's judgment, are appropriate for its facility. Contractor shall make
its Admission Policy, which is incorporated herein by reference, available to the
public for inspection.
2. Charges for Services. Contractor will charge clients for the basic cost
of care at the standard Boarding Homes and Institutions (BHI) rate which is
separate from and in addition to the augmented treatment services being provided
under this Contract. Contractor shall not charge clients for these augmented
treatment services. In addition, Contractor will separately charge County for
augmented treatment services which are provided under this Contract, and County
will pay Contractor at the fee rate set forth in Payment Provisions Paragraph
l.d. (Payment Amounts) .
3. Service Unit Definition. A unit of service, for payment purposes as set
forth in Payment Provisions Paragraph l.d. , shall be defined as the provision of
services as described below to one eligible and County-approved client present
in the facility for one calendar day, including the first day of admission to the
program, but excluding the last day of discharge from the program, and this unit
of service shall be called a Resident Client-Day, including up to three days of
absence as specified in Subparagraph 4.c. , below.
4. Service Activities. During the term of this Contract, Contractor shall
provide augmented adolescent residential alcohol "dependency treatment services
at Thunder Road to County-referred clients, as follows:
a. Contractor shall make available up to four beds 24 hours a day, 7 days
per week, for use by County-referred clients with a primary diagnosis of alcohol
dependency and requiring residential placement for treatment needs. Care for
these clients shall include full-time supervision and protective services at
Thunder Road.
b. The average length of treatment will be approximately six (6) months.
c. Temporary holding of empty beds for County-approved clients who are
already being served under this Contract, but who are temporarily absent from the
facility, [including absence without leave (AWOL)] , will be allowed and billable
as stated in the Payment Provisions of this Contract, but not to exceed three (3)
Resident Client-Days per client per absence episode.
d. Contractor will complete and submit to County a reporting form (called
"Participant Form"), in the time and manner required by County, on all clients
referred and admitted for residential treatment under this Contract.
5. Program Objectives and Performance Evaluation. Contractor shall provide
the above program services so as to achieve the service program objectives set
Initials:
1 Contractor Cour t.
SERVICE PLAN
Number 24-444-5
forth in the Department's Contract Performance Plan for this Contract which is
on file in the Department's Substance Abuse Division and which is incorporated
herein by reference. Contractor's performance under this Contract shall be
evaluated by County on the basis of:
a. The degree to which each specified service program objective was
actually achieved, and
b. The total number of service units that were actually provided by
Contractor hereunder.
6. Record Keeping. Statistical records shall be maintained as required by
County's Substance Abuse Director and the State Department of Alcohol and Drug
Programs on forms furnished by Said Department or by County. All statistical
data or information requested by County's Substance Abuse Director shall be
provided by Contractor.
Contractor shall maintain adequate clinical and fiscal records relating to
clients served under the terms of this Contract, as required by County's
Substance Abuse Division Director and the State Department of Alcohol and Drug
Programs. Records on each individual client (patient) shall include but not be
limited to admission records, diagnostic studies and evaluation, patient
interviews and progress notes, treatment plans, and records of services provided
by the various professional personnel, in sufficient detail to make possible an
evaluation of services provided.
7. 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 31, 1993, or
60 days following the termination of this Contract, whichever comes first,
Contractor shall prepare and submit to County an Annual Contract Performance
Report, in the form and manner prescribed by County's Department Director, or his
designee.
8. Clearance for Physicians and Clinical Psychologists. Prior to hiring as
an employee (or otherwise procuring the services of or contracting with) any
physician or licensed psychologist to provide services under this Contract,
Contractor shall make a formal inquiry to the California State Board of Medical
Quality Assurance (BMQA) pursuant to Section 805.5 of the California Business and
Professions .Code in order to determine whether or not that person has been denied
staff privileges, has been removed from a medical staff, or has had his or her
staff privileges or license restricted, suspended, or revoked, as provided by
Section 805 of the Business and Professions Code.
Contractor shall make such inquiry regarding any physician or licensed
psychologist who is currently employed by or under contract with Contractor, if
Contractor has not yet made such inquiry. Should Contractor obtain an adverse
report from BMQA regarding any physician or psychologist and should Contractor
still desire to employ or contract with such person to provide services under
this Contract, Contractor shall so notify County's Substance Abuse Director in
writing at least 15 working days subsequent to obtaining an adverse report on
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2 C6tractor Cou
SERVICE PLAN
Number 24-444-5
such a person and at least 15 working days prior to allowing such a person who
is newly employed or retained to start work.
9. Complaint Process. Contractor shall refer complaints from clients
(residents of the program) to the Berkeley Office of the State Department of
Health Services or the Emeryville Office of the State Department of Social
Services for review. Complaints may also be reviewed by the State Department of
Alcohol and Drug Programs (Division of Alcohol Programs) , as appropriate.
Contractor shall notify County's Substance Abuse Division Director within ten
working days of referring a complaint for review.
Initials:
3 Contractor Count pt.
t
I
SPECIAL CONDITIONS
Number 24-444-5
1. Novation. The parties having entered into a prior 12-month Contract
#24-444-4 for the period from July 1, 1991 through June 30, 1992 (which contained
provision for an automatic six-month contract extension for the period from July 1,
1992 through December 31, 1992) , County and Contractor hereby agree to substitute this
Contract 024-444-5 for the aforesaid six-month automatic contract extension.
Effective July 1, 1992, all contract rights and obligations of the parties will be
governed by this Contract #24-444-5.
2. Cost Report. No later than August 15, 1993, or forty-five (45) days
following the termination of this Contract, whichever comes first, Contractor shall
submit to County a cost report in the form required by County, showing the allowable
costs that have actually been incurred by Contractor under this Contract. The cost
report is required for information only and shall not be used by County to adjust
payments made to Contractor during the term of this Contract.
In accordance with Payment Provisions Paragraph 4. (Right to Withhold) , County may
withhold up to 100% of any Contract payment which is due and payable to Contractor
during the month of September hereunder, or of any Contract payment which is due and
payable to Contractor for the final month of the Contract if the Contract is
terminated, pending submission of the required cost report. Upon receipt of said cost
report, in a form and manner acceptable to the Health Services Director or his
designee, County shall release to Contractor any payment amount which has been
withheld by County.
3. Automatic Contract Extension. Notwithstanding Paragraph 3. (Term) of this
Contract, unless this Contract is terminated by either party pursuant to Paragraph
5. (Termination) of the General Conditions prior to June 30, 1993, the term of this
Contract shall be automatically extended from June 30, 1993 through December 31, 1993.
During its extended term, this contract is nevertheless subject to all the terms and
conditions applicable during its initial term, including but not limited to General
Conditions Paragraph 5. (Termination) , except as to payment for services rendered
during the extended term. The purpose of this automatic six-month extension is to
allow for continuation of services as specified in this Contract, to avoid
interruption of payment to Contractor, and to allow County time in which to complete
a novation or renewal contract for Contractor and County Board of Supervisors
approval. As to any such six-month extension:
a. The Contract Payment Limit, specified in Paragraph 4. (Payment Limit)
of this Contract, is increased by $17,031 (the six-month Payment Limit) and County's
total payments to Contractor for said six-month extension shall not exceed this six-
month Payment Limit, subject, nevertheless, to the aforesaid novation or renewal
contract.
b. County shall pay Contractor in accordance with Payment Provisions
Paragraph l.d, subject to the six-month Payment Limit specified above.
Initials:
Jo4ntractor Copt.
1
SPECIAL CONDITIONS
Number 24-444-5
C. Contractor shall continue to provide services as set forth in the Service
Plan, subject to any amendments thereto; all service units (set forth in the Service
Plan and/or Special Conditions) shall be prorated for the six-month period.
d. This six-month contract extension shall be subject to any further
agreement (novation) which Contractor and County may enter into covering the provision
of services during the .contract period immediately following the contract period
specified in Paragraph 3. (Term) , in accordance with Contra Costa County's current
revision of the project specified in Paragraph 8. (Project) .
4. 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.
5. 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) .
6. Disputes. Paragraph 9. of the General Conditions, dealing with disputes,
is hereby deleted from this Contract.
7. Copyrights and Data. Paragraph 25. of the General Conditions, dealing with
copyrights and data, is hereby deleted from this Contract.
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:
Contractor Cou pt.
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Contra Costa County Standard Form 1/87
GENERAL CONDITIONS -
(Purchase of Services)
1. Compliance with Law. Contractor shall be subject to and comply with all Federal,
State and local laws and regulations applicable with respect to its performance under this
Contract, including but not limited to, licensing, employment and purchasing practices; and
wages, hours and conditions of employment, including nondiscrimination.
2. Inspection. Contractor's performance, place of business and records pertaining to
this Contract are subject to monitoring, inspection, review and audit by authorized
representatives of the County, the State of California, and the United States Government.
3. Records. Contractor shall keep and make available for inspection and copying by
authorized representatives of the County, the State of California, and the United States
Government, the Contractor's regular business records and such additional records pertaining
to this Contract as may be required by the County.
a. Retention of Records. The Contractor shall retain all documents pertaining
to this Contract for five years from the date of submission of Contractor's final payment
demand or final Cost Report; for any further period that is required by law; and until all
Federal/State audits are complete and exceptions resolved for this contract's funding period.
Upon request, Contractor shall make these records available to authorized representatives
of the County, the State of California, and the United States Government.
b. Access to Books and Records of Contractor. Subcontractor. Pursuant to
Section 1861(v) (1) of the Social Security Act, and any regulations promulgated thereunder,
Contractor shall, upon written request and until the expiration of four years after the
furnishing of services pursuant to this Contract, make available to the Secretary of Health
and Human Services or to the Comptroller General, or any of their duly authorized
representatives, this Contract and books, documents, and records of Contractor that are
necessary to certify the nature and extent of all costs and charges hereunder.
Further, if Contractor carries out any of the duties of this Contract through a subcontract
with a value or cost of $10,000 or more over a twelve-month period, such subcontract shall
contain a clause to the effect that upon written request and until the expiration of four
years after the furnishing of services pursuant to such subcontract, the subcontractor shall
make available, to the County, to the Secretary or to the Comptroller General, or any of
their duly authorized representatives, the subcontract and books, documents, and records of
the subcontractor that are necessary to verify the nature and extent of all costs and charges
thereunder.
This special condition is in addition to any and all other terms regarding the maintenance
or retention of records under this Contract and is binding on the heirs, successors, assigns
and representatives of Contractor.
4. Reporting Requirements. Pursuant to Government Code Section 7550, Contractor
shall include in all documents or written reports completed and submitted to County in
accordance with this Contract, a separate section listing the numbers and dollar amounts of
all contracts and subcontracts relating to the preparation of each such document or written
report. This section shall apply only if the payment limit under this Contract exceeds
$5,000.
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Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
5. Termination.
a. Written Notice. This Contract may be terminated by either party, at their
sole discretion, upon thirty-day advance written notice thereof to the other, and may be
cancelled immediately by written mutual consent.
b. Failure to Perform. The County, upon written notice to Contractor, may
immediately terminate this Contract should the Contractor fail to perform properly any of
its obligations hereunder. In the event of such termination, the County may proceed with
the work in any reasonable manner it chooses. The cost to the County of completing
Contractor's performance shall be deducted from any sum due the Contractor under this
Contract, without prejudice to the County's rights otherwise to recover its damages.
C. Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the event
that Federal, State, or other non-County funding for this Contract ceases, this Contract is
terminated without notice.
6. Entire 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.
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Contra Costa County Standard Form 1/87
GENERAL CONDITIONS -
(Purchase of Services)
10. Choice of Law and Personal Jurisdiction.
a. This Contract is made in Contra Costa County and shall be governed and
construed in accordance with the laws of the State of California.
b. Any action relating to this Contract shall be instituted and prosecuted in
the courts of Contra Costa County, State of California.
11. Conformance with Federal and State Regulations and Laws. Should Federal or State
regulations or laws touching upon the subject of this Contract be adopted or revised during
the term hereof, this Contract shall be deemed amended to assure conformance with such
Federal or State requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General
Conditions, inspections or approvals, or statements by any officer, agent or employee of the
County indicating the Contractor's performance or any part thereof complies with the
requirements of this Contract, or acceptance of the whole or any part of said performance,
or payments therefor, or any combination of these acts, shall not relieve the Contractor's
obligation to fulfill this Contract as prescribed; nor shall the County be thereby estopped
from bringing any action for damages or enforcement arising from any failure to comply with
any of the terms and conditions of this Contract.
13. Subcontract and Assiznnent. 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. IndeRendent 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 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. Liabilitv 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.
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.
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Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
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 or 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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