HomeMy WebLinkAboutMINUTES - 01261993 - 1.46 y h
To: BOARD OF SUPERVISORS ,% (`
FROM: Mark Finucane, Health Services Director V AV ontra
By: Elizabeth A. Spooner, Contracts Administrator
Costa
DATE: January 7, 1993 County
SUBJECT: Approval of Novation Contract #22-033-30 with
Family and Community Services, Inca
SPECIFIC REQUESTS) 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 #22-033-30 with Family and
Community Services, Inc. , in the amount of $84,022 for the period July
1, 1992 - June 30, 1993 for congregate meal services for the Senior
Nutrition Program. This Novation Contract contains a three-month
automatic contract extension from June 30, 1993 through September 30,
1993 in the amount of $21, 006.
II. FINANCIAL IMPACT:
This contract is 100% federally funded under Title III-C(1) of the
Older Americans Act of 1965. No County funding is required.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
On August 6, 1991 the Board approved Renewal Contract #22-033-28 (as
amended by Contract Amendment Agreement #22-033-29) with Family
Counseling and Community Services, Inc. , for Senior Nutrition Program
services. This organization has been providing congregate meal
services at ten Central and West County sites, for an average of 325
senior citizens, through an automatic extension of the prior Contract.
Approval of Novation Contract #22-033-30 will allow the Contractor to
continue its congregate meal services, five days per week (excluding
national holidays) , through FY 1992-93 .
CONTINUED ON ATTACHMENT: YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMM A ION OF BOARD C MMITTEE
APPROVE . OTHER
SIGNATURE(S)
ACTION OF BOARD ON °� APPROVED AS RECOMMENDED OTHER
I
i
VOTE OF SUPERVISORS
UNANIMOUS (ABSENT ) 1 HEREBY CERTIFY THAT THIS IS A TRUE
AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN
ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE BOARD
OF SUPERVISORS ON THE DATE SHOWN.
Contact: Wendel Brunner, M.D. (313-6712) C�
CC: Health Services (Contracts) ATTESTED // -3
Risk Management Phil 8 elor,Clerk of the 86ird of
Auditor-Controller Suvervisors and County Administrator
Contractor
M382/7-83 By , DEPUTY
Contra Costa Cqunty 1 "-46 Number 22-033-30
Standard Form 1/87 STANDARD CONTRACT Fund/Org # 5766
(Purchase of Services) Account # 2310
NOVATION Other #
1. Contract Identification
Department: Health Services - Public Health Division
Subject: Congregate Meal Services for the Contra Costa County Senior Nutrition Program
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: FAMILY COUNSELING AND COMMUNITY SERVICES, INC.
Capacity: Nonprofit California corporation Taxpayer ID # Not applicable
Address: 1330 Civic Drive, Walnut Creek, California 94596
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
$ 84.022.
5. County's Obligations. County shall make to the Contractor those payments described in the
Payment Provisions attached hereto which is 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 by reference.
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. Project. This Contract implements in whole or in part the following described Project, the
application and approval documents of which are incorporated herein by reference: Contra
Costa County Senior Nutrition Program under Title III C-1 -and Title III C-2 of the Federal
Older Americans Act of 1965, as amended, for the current fiscal year; and current
Interdepartmental Services Agreement between Social Services and Health Services Departments
for the Senior Nutrition Program.
9. Legal Authority. This Contract is entered into under and subject to the following legal
authorities: California Government Code Sections 26227 and 31000.
10. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA. CALIFORNIA
ATTEST: Phil Batchelor, Clerk of the Board
BOARD OF SUPERVISORS of Supervisors and County Administrator
B
y
Chairman/Designee Deputy
CONTRACTOR
BBy
Oy
(Designate business capacity A) (Designate busi4s4 capacity B)
Note to Contractor: For corporations (profit or nonprofit), the contract must be signed by tvo 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 acknovledged as set forth on page tvo.
Contra 'Costa County Standard Form 1/87
APPROVALS/ACKNOWLEDGEMENT
Number 22-033-30
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
By B
De ign e
APPROVED: COUNTYADMINISTRATOR
By
JA
i
ACKNOWLEDGEMENT
State of California ACKNOWLEDGEMENT (By Corporation,
Partnership, or Individual)
County of CO/77-,C/4 D5%
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]
- ,, M:1RSERY DGRlSE RUSSELLNot y Pylic/Deputy County Clerk
a • COMM. »967276 m
NOTARY FUBLl,-CALFOR,`!A'9
�'.�s CQtdTRA CCSTA COUNTY r
my Comm.Excites June 5,1996 -2-
Contra Costa County
PAYMENT`PROVISIONS
(Cost Basis Contracts)
Number 22-033-30
1. Payment Basis. Subject to the Payment Limit, payments to the Contractor for all
services provided for County under this Contract shall only be for costs that are
allowable costs that are actually incurred in the performance of Contractor's
obligations under this Contract.
2. Payment Amounts. Subject to later adjustments in total payments as provided below and
subject to the Payment Limit of this Contract, County will pay Contractor as full
compensation for all services, work, expenses or costs provided or incurred by
Contractor:
[Check one alternative only]
[ J a. $ monthly, or
[ ] b. $ per unit, as defined in the Service Plan, or
[ ] c. An amount equal to Contractor's allowable costs that are actually incurred
each month, but subject to the Budget of Estimated Program Expenditures.
[RJ d. As set forth in Paragraph 1. of the Service Plan.
3. Allowable Costs. Contractor's allowable costs are only those which are set forth in
the attached Budget of Estimated Program Expenditures which is incorporated herein by
reference.
4. Payment Demands. Contractor shall submit written demands. Said demands shall be made
on County Demand Form D-15 and in the manner and form prescribed by County. Contractor
shall submit said demands for payment no later than 30 days from the end of the month
in which the contract services upon which such demand is based were actually rendered.
Upon approval of said payment demands by the head of the County Department for which
this Contract is made, or his designee, County will make payments as specified in
Paragraph 2. (Payment Amounts) above.
5. Penalty for Late Submission. When Contractor fails to submit to County a timely demand
for payment as specified in Paragraph 4. (Payment Demands) above, and as a result of
Contractor's late submission the County is unable to obtain reimbursement from the
State of California or otherwise; to the extent the County's recovery of funding is
prejudiced, County shall not pay Contractor for such services, even though such
services were fully provided.
6. Right to Withhold. County has the right to withhold payment to the Contractor when,
in the opinion of the County expressed in writing to the Contractor, (a) the
Contractor's performance, in whole or in part, either has not been carried out or is
insufficiently documented, (b) the Contractor has neglected, failed or refused to
furnish information or to cooperate with any inspection, review or audit of its
program, work or records, or (c) Contractor has failed to sufficiently itemize or
document its demand(s) for payment.
7. Cost Report and Settlement. No later than forty-five (45) des following the
termination of this Contract, Contractor shall submit to County a cost report in the
form required by County, showing the allowable costs that have actually been incurred
by Contractor under this Contract. If said cost report shows that the allowable costs
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Contra Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 22-033-30
that have actually been incurred by Contractor under this Contract. exceed the payments
made by County, subject nevertheless to the payment limit of this Contract, County will
remit any such excess amount to Contractor, provided that the payments made, together
with any such excess amount, may not exceed the contract payment limit. If said cost
report shows that the payments made by County exceed the allowable costs that have
actually been incurred by Contractor under this Contract, Contractor shall remit any
such excess amount to County.
8. 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 that
the payments made by County exceed the allowable costs that have actually been incurred
by Contractor under this Contract, including any adjustments made pursuant to Paragraph
7. (Cost Report and Settlement) , then Contractor shall pay to County within 30 days of
demand by County any such excess amount. If such audit(s) show that the allowable
costs that have actually been incurred by Contractor under this Contract exceed the
payments made by County, including any adjustments made pursuant to Paragraph 7. (Cost
Report and Settlement) , then County agrees to pay to Contractor any such excess amount,
provided that the payments made, together with any such excess payment, may not exceed
the contract payment limit.
9. Audit Exceptions. In addition to its obligations under Paragraph 8. (Audits) above,
Contractor agrees to accept responsibility for receiving, replying to, and/or complying
with any audit exceptions by appropriate County, State or Federal audit agencies
occurring as a result of its performance of this Contract. Contractor also agrees to
pay to the County within 30 days of demand by County the full amount of the County's
obligation, if any, to the State and/or Federal government resulting from any audit
exceptions, to the extent such are attributable to the Contractor's failure to perform
properly any of its obligations under this Contract. .
10. 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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2
SERVICE PIAN
Number 22-033-30
1. Payment Amounts. Subject to later adjustments in total payments in accordance
with the provisions for Cost Report and Settlement, Audits, and Audit Exceptions set forth
in the Payment Provisions, and subject to the Payment Limit of this Contract, County will
pay Contractor:
Semi-monthly payments in an amount equal to Contractor's allowable contract
,costs which have actually been incurred and/or paid by Contractor during each
semi-monthly period, less the amount of any income collected from program
participants for meals and the amount of any cash donations received on behalf
of the Project from cities, organizations, and other non-participant sources,
computed in accordance with and subject to the attached Budget of Estimated
Program Expenditures (Exhibit A) .
2. Service Provisions.
a. Contractor shall:
(1) Serve meals which have been provided by County in a comfortable,
congenial atmosphere, and schedule and coordinate provision of supportive social services
pursuant to County-approved program schedules for the County's Senior Nutrition Program
daily on every Monday through Friday during the period of this Contract, except on the
following days: Independence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving
Day, the day after Thanksgiving, Christmas Day, New Year's Day, Martin Luther King Day,
Presidents' Day, and Memorial Day.
(2) Comply with specifications relevant to its performance included
in the Application and Approval Documents set forth in Contract Paragraph 8. (Project)
under Title III-C-1 of the Older Americans Act.
(3) Comply with the Work Program, attached hereto and incorporated
herein by reference, as Exhibit B.
(4) Provide meals for service under this Contract from the food caterer
or caterers designated, in writing, by County.
(5) Solicit support from local agencies, clubs, groups and individuals
in an attempt to integrate the Nutrition Program into the community. Contractor shall
place primary emphasis on reaching those isolated persons who, because of limited financial
resources, are unable to prepare for themselves well-balanced, nutritious meals. 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 maintain a registration system and waiting list which shall be used to
insure maximum utilization of the Program by persons described above. ' Supportive services
specified in Exhibit B may be utilized by persons unable to participate in the meals
program.
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SERVICE PIAN
Number 22-033-30
(6) Operate congregate sites in cooperation with local County Home-
Delivered Meals Providers, sharing outreach information and referring potential
participants.
b. County will:
(1) At County expense, arrange to have meals in sufficient quantity
and quality to meet Contractor's obligations under this Contract, prepared and delivered
to the Nutrition Site specified in Paragraph II. A. (Meal Services) of the Work Program.
(2) Loan to Contractor the necessary dinnerware, utensils and food
service equipment needed to meet its obligation under this Contract.
(3) Provide Contractor with supportive services needed to meet its
commitments under the Work Program of this Contract, such as nutrition training for staff
and participants, referral and information services, and consumerism.
3. Income Account. Contractor shall establish and maintain a separate checking
account (Income Account) which will be apart from any other Contractor accounts, in which
Contractor shall deposit all payments for meals received from participants twice weekly
or when total undeposited income exceeds $100. Other than cash disbursements from any
Petty Cash fund, Contractor shall make all of Contractor's Project disbursements by check,
drawn upon said General Account or any special account specifically for this Project.
Contractor shall clearly identify, as such, all disbursements from Contractor's General
Account for the Nutrition Project.
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EX�iIBIT A
BUDGET OF ESTIMATED PROGRAM EXPENDITURE
Number 22-033-30
BUDGET CATEGORIES
12-MONTH CONTRACT TERM
1. PERSONNEL
Salary and Wages $118,942
Fringe Benefits 25.262
Subtotal $144,204
2. FOOD COSTS: Condiments $ 50
3. STAFF EXPENSES
Travel $ 2,950
Training 400
Subtotal $ 3, 350
4. OTHER COSTS
.Building Space $ 9, 578
Telephone 3 , 100
Office Expense 5,000
Kitchen Supplies 1,000
Printing 1,500
Repair and Maintenance/Space 3,900
Repair and Maintenance/Equipment 125
Management 14, 359
Insurance 2,900
Volunteer Expenses 300
Advertising 100
Subtotal $ 41,862
5. TOTAL COSTS $189,466
6. INCOME
Project Meal Income $ 86,938
Donations 18 .506
Subtotal ($105,444)
7. NET CONTRACT COSTS (Contract Payment Limit) $ 84,022
Subject to the Contract Payment Limit, adjustments in budget category
subtotal amounts may be made, but not to exceed 10% of each budget category
subtotal amount shown above. Adjustments in the line item amounts within the
budget categories for Personnel, Staff Expenses, and Other Costs may be made,
but not to exceed 20% of each line item amount shown above, subject to the
Contract Payment Limit. In order to make such adjustments, Contractor shall
submit a written request for approval to County 30 days in advance and may
make such adjustments upon approval by County's Nutrition Program Director.
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EXHIBIT B
WORK PROGRAM
Number: 22-033-30
I. ADMINISTRATION. Contractor's administrative responsibilities shall include, but may
not be limited to, the following:
A. Staff. Contractor agrees to carry out the following staff-related activities:
1. Recruit, hire, and train paid and volunteer staff as needed to provide
administration, meal service, and participant outreach services. Contractor's job
descriptions for its staff must include those duties and responsibilities listed in the
job descriptions in Section H, California Department of Aging Program Manual, which is
incorporated herein by a reference, a copy of which is on file in the offices of the Senior
Nutrition Program.
2. Supervise staff in carrying out those activities defined in Title III C-1
of the Older Americans Act, and specified herein, and ensure that participants are treated
courteously and warmly.
3. Include an elected representative from the affected Site Council in the
interview process for hiring any Project Site Manager.
4. Facilitate and coordinate activities with County-assigned staff within the
project.
5. Provide the opportunity for the County Program Director to participate in
the interview process in hiring any Program Coordinator Position.
6. Require personnel in site management and coordinator positions to attend
quarterly in-service training provided by County, as required by State regulations, or
provide suitable alternate training approved in advance by County.
B. Program Planning. Contractor shall participate with County in program planning
and in the development of other community resources.
C. Records. Contractor shall:
1. Maintain records of participants and project operation, which shall be open
to inspection by authorized representatives) of the County, of State and Federal
Governments, using forms required by County.
2. Keep books on all expenditures and income related to the program and
maintain Cash Disbursements, Payroll and In-Kind Resources Journals.
3. Provide County with program and financial reports in the time, form and
manner required by County.
II. MEAL SERVICES. Contractor's meals services shall include, but may not be limited
to, the following:
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EXHIBIT B
WORK PROGRAM
Number: 22-033-30
A. Congregate Meal Sites. Contractor shall:
1. Serve an average of 325 congregate meals, five per days per week at 9
sites, as follows:
Senior Citizen Drop-In Center, 189 Parker Avenue, Rodeo, CA
Hacienda Senior Citizens, 1111 Ferry Street, Martinez, Ca
Pittsburg Neighborhood Facility, 2021 Crestview, Pittsburg, CA
Concord Senior Center, 2727 Parkside Circle, Concord, CA
Ambrose Community Center, 3105 Willow Pass Road, Pittsburg, CA
Walnut Creek Senior Center, 1650 N. Broadway, Walnut Creek, CA
Community Center, 850 Pomona Avenue, Crockett, CA
Marina Community Center, 340 Black Diamond, Pittsburg, CA
Lafayette Community Center, 500 St. Mary's Road, Lafayette, CA
2. Obtain prior written approval from the County's Nutrition Program Director
before changing the monthly average of meals served or any site location.
3. Maintain a current file of reports by sanitarian(s) and the Fire Marshall
approving use of the site for the Senior Nutrition Program.
4. Reassign meals from one County Nutrition site to another, dependent on the
success of outreach efforts and need, and upon written notification by County's Nutrition
Program Director.
B. Homebound Meals. Contractor shall not deliver more than 10% of total meals
to participants' homes. Participants are eligible for homebound meals only when they are
regular participants at a congregate meal site and are temporarily ill or incapacitated.
Contractor shall complete and keep on file, Form #NP-29 Congregate Waiver, and a medical
certificate for each participant receiving a homebound meal and shall deliver meals in
accordance with County specifications. If 'a participant's illness or incapacitation is
expected to exceed five days, Contractor shall contact the nearest County Home-Delivered
Meals Provider in the area and refer the participant.
C. Staff ine. Contractor shall use staff and volunteers primarily for the delivery
of meal service and participant outreach, and secondarily for the provision of supportive
services (Paragraph III. A. , below) . Staff and volunteers may be permanently or
temporarily reassigned to meal service whenever necessary and appropriate.
D. Meal Delivery Contractor shall:
1. Order meals from the food caterer designated by County with 24 hours
notice, and accept and verify delivery of meals at the site designated.
2. Clean food containers after meals and prepare them for pickup by the food
caterer for his use in preparing for the next delivery to Contractor. Contractor will
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EXHIBIT B
WORK PROGRAM
Number: 22-033-30
clean and store, daily, any food warmers and other food service equipment assigned by
County.
3. Certify the number of meals and acceptability of the food (including
temperature of hot food and cold food) supplied by the food caterer using Form #NP-36,
Daily Food Service Report. Contractor shall submit these forms to County each Friday
afternoon, which will cover food service for Monday through Friday of that week.
4. Maintain County-owned and assigned equipment in a reasonable condition and
be responsible for replacement costs of said equipment if lost or damaged through
negligence. Contractor shall submit a quarterly inventory of County-owned equipment to
County. Contractor will submit a monthly inventory of paper goods to County along with
its reorder forms (Form #NP-17, Program Requisition) .
5. Maintain a close working relationship with the food caterer and the County
Nutritionist, including coordination of food service, training of Contractor's staff and
volunteers by the food caterer and County's Nutrition Program Director.
E. Service Assessment. Contractor shall cooperate with County's assessment of
service, at least once yearly, and comply with County's recommendations within 30 days
following County's written notification to Contractor, however, time may be extended with
the prior written approval of the County's Senior Nutrition Program Director.
III. OUTREACH. Contractor agrees to provide ongoing outreach for the site at the lessor
of budget or facility capacity. Outreach activities shall be conducted primarily by site
paid and volunteer staff and shall include, but are not limited to:
A. Contacts with local doctors and hospital discharge planning units to educate them
as to the nature and availability of services;
B. Contacts with local churches;
C. Home visits and telephone calls to persons known or suspected to qualify for,
and be in need of,, services; and
D. Follow up contacts with former participants.
IV. SUPPORTIVE SERVICES.
A. Contractor agrees to encourage and coordinate the following supportive services
in conjunction with its meal service, subject to the direction of the County:
1. Recreation;
2. Escort;
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EXHIBIT B
WORK PROGRAM
Number: 22-033-30
3. Transportation; and
4. Food shopping assistance.
B. Contractor agrees to provide a time and a place for the following services to
be offered by County-assigned staff:
1. Nutrition education;
2. Information and referral;
3. Health and welfare counseling; and
4. Site Council meetings, training and information sessions.
V. SITE COUNCILS. Contractor shall continue to develop and staff a Site Council for
each congregate meal site, with at least 518 of the Site Council membership to consist of
persons receiving meal services. Site Councils shall meet once monthly and follow the
guidelines established and stated in the Program Advisory Council By Laws, which are on
file in the offices of the County's Senior Nutrition Program and are incorporated herein
by reference. Minutes of Site Council meetings shall be forwarded to the County's
Nutrition Program Director by the last day of each month. Contractor may also appoint non-
participants who are knowledgeable of the needs of the elderly and/or active in senior
affairs, but such appointees shall not exceed 498 of the total Site Council membership.
Contractor's staff shall make its best effort to assure that elected representatives from
each site attend all County Program Advisory Council meetings and Menu Review Committee
meetings.
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SPECIAL CONDITIONS
Number 22-033-30
1. Novation. The parties having entered into a prior twelve-month Renewal Contract
#22-033-28 for the period from July 1, 1991 through June 30, 1992, which contained provision
for an automatic three-month contract extension for the period from July 1, 1992 through
September 30, 1992, (as extended by Contract Amendment Agreement #22-033-29, through November
30, 1992) County and Contractor hereby agree to substitute this 1992-93 fiscal year Contract
for the aforesaid automatic contract extension. Effective July 1, 1992, all contract rights
and obligations of the parties will be governed by this 1992-93 fiscal year Contract #22-033-
30.
2. Cost Report and Settlement. Paragraph 7. (Cost Report and Settlement) of the
Payment Provisions is hereby modified in its entirety to read as follows:
"No later than July 31, 1993, or 30 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 total gross allowable program costs
which have actually been incurred by Contractor,. and the total amount of income
collected for meals by Contractor, during the 12-month period from July 1, 1992
through June 30, 1993 in accordance with the Budget of Estimated Program
Expenditures. If said cost report shows that the net allowable contract costs
(as defined below) which have actually been incurred by Contractor during said
period exceed the payments made by County for said period pursuant to Service
Plan Paragraph 1. (Payment Amounts) above, County will remit any such excess
amount to Contractor, but not to exceed the 12-month Payment Limit of $84.022 for
said period.
If said cost report shows that the payments made by County for said 12-month
period pursuant to Service Plan Paragraph 1. (Payment Amounts) above exceed said
net allowable contract costs which have actually been incurred by Contractor
under this Contract during said period, Contractor shall remit any such excess
amount to County. The net allowable contract costs for cost report and
settlement purposes shall be defined as the total gross allowable program costs
which have actually been incurred by Contractor hereunder during said period,
minus the total amount of income collected for meals and from other donations by
Contractor during said period ending June 30, 1993, computed in accordance with
the Budget of Estimated Program Expenditures."
3. Automatic Contract Extension. Notwithstanding Paragraph 3. (Term) of this
Contract, unless this Contract is terminated by either party pursuant to General Conditions
Paragraph 5. (Termination) prior to June 30, 1993, the term of this Contract shall be
automatically extended from June 30, 1993 through September 30, 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 three-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 three-month extension:
a. The Contract payment Limit, specified in Paragraph 4. (Payment Limit) of
this Contract, shall be increased by $21.006 (the three-month Payment Limit) and County's
total payments to Contractor for said three-month extension period shall not exceed this
three-month Payment Limit, subject, nevertheless, to the aforesaid novation contract fo the
1993-94 fiscal year.
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SPECIAL CONDITIONS
Number 22-033-30
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 line item budget amounts (set forth in the Budget of Estimated Program Expenditures)
shall be prorated for the three-month period.
C. In addition to the cost report specified in Paragraph 7. (Cost Report and
Settlement) of the Payment Provisions as amended by these Special Conditions, Contractor
shall also submit to County, no later than 30 days following termination of this contract as
extended, an extension period cost report covering the period of this three-month extension.
County and Contractor shall follow the cost report and settlement procedures specified in the
above referenced Paragraph 7. (Cost Report and Settlement) of the Payment Provisions, subject
to the three-month Payment Limit of $21.006 for the contract extension period.
d. 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 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. 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, as
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.
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 informationto an one
other than the County without prior written authorization from County.
Initials:
Contractor County ep .
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SPECIAL CONDITIONS
Number 22-033-30
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.
5. 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. "
6. Protection of Property and Equipment. Throughout the term of this Contract,
and any modification or extension thereof, Contractor shall:
a. Cooperation 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.
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.
7. 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
ts,
Initials: ' 1'�- r o a r
Contractor County 6ept.
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SPECIAL CONDITIONS
Number 22-033-30
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.
8. 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.
9. Payment Limit Increase. This Contract may be amended with the approval of the
County Board of Supervisors to prospectively increase the Payment Limit, but only from a
surplus in, or an increase in the County Nutrition Project Budget, applicable to this
Contract.
10. Donations. In the event that 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 Senior Nutrition Program for the
Elderly funds, County may, in 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 said 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.
I1. 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:
Lrontractor County ept.
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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 afid 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)
S. 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 S.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 areement. This Contract contains all the terms and conditions agreed upon
by the parties. Except as expressly provided herein, no other understanding, oral or
otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind
any of the parties hereto.
7. Further Specifications for Operating_ Procedures. Detailed specifications of
operating procedures and budgets required by this Contract, including but not limited to,
monitoring, evaluating, auditing, billing, or regulatory changes, may be developed and set
forth in a written Informal Agreement between the Contractor and the County. Such Informal
Agreements shall be designated as such and shall not be amendments to this Contract except
to the extent that they further detail or clarify that which is already required hereunder.
Such Informal Agreements may not enlarge in any manner the scope of this Contract, including
any sums of money to be paid the Contractor as provided herein: Informal Agreements may be
.approved and signed by the head of the County Department for which this Contract is made or
his designee.
8. Modifications and Amendments.
a. General Amendments. This Contract may be modified or amended by a written
document executed by the Contractor and the Contra Costa County Board of Supervisors or,
after Board approval, by its designee, subject to any required State or Federal approval.
b. Administrative Amendments. Subject to the Payment Limit, the Payment
Provisions and the Service Plan may be amended by a written administrative amendment executed
by the Contractor and the County Administrator or his designee, subject to any required State
or Federal approval, provided that such administrative amendments may not materially change
the Payment Provisions or the Service Plan.
9. Disputes. Disagreements between the County and Contractor concerning the meaning,
requirements, or performance of this Contract shall be subject to final determination in
writing by the head of the County Department for which this Contract is made or his designee
or in accordance with the applicable procedures (if any) required by the State or Federal
Government.
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Contra Costa County Standard Form 1/87 .
GENERAL CONDITIONS
(Purchase of Services)
10. Choice of Law and Personal Jurisdiction.
a. This Contract is made in Contra Costa County and shall be governed and
construed in accordance with the laws of the State of California.
b. Any action relating to this Contract shall be instituted and prosecuted in
, the courts of Contra Costa County, State of California.
11. Conformance with Federal and State Regulations and Laws. Should Federal or State
regulations or laws touching upon the subject of this Contract be adopted or revised during
the term hereof, this Contract shall be deemed amended to assure conformance with such
Federal or State requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General
Conditions, inspections or approvals, or statements by any officer, agent or employee of the
County indicating the Contractor's performance or any part thereof complies with the
requirements of this Contract, or acceptance of the whole or any part of said performance,
or payments therefor, or any combination of these acts, shall not relieve the Contractor's
obligation to fulfill this Contract as prescribed; nor shall the County be thereby estopped
from bringing any action for damages or enforcement arising from any failure to comply with
any of the terms and conditions of this Contract.
13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns
and representatives of Contractor. The Contractor shall not enter into subcontracts for any
work contemplated under this Contract and shall not assign this Contract or monies due or
to become due, without the prior written consent of the County Administrator or his designee,
subject to any required State or Federal approval.
14. Independent Contractor Status. This Contract is by and between two independent
contractors and is not intended to and shall not be construed to create the relationship
between the parties of agent, servant, employee, partnership, joint venture or association.
15. Conflicts of Interest. Contractor, its officers, partners, associates, agents,
and employees, shall not make, participate in making, or in any way attempt to use the
position afforded them by this Contract to influence any governmental decision in which he
or she knows or has reason to know that he or she has a financial interest under California
Government Code Sections 87100, et seq. , or otherwise.
16. Confidentiality. Contractor agrees to comply and to require its officers,
partners, associates, agents and employees to comply with all applicable State or Federal
statutes or regulations respecting confidentiality, including but not limited to, the
identity of persons served under this Contract, their records, or services provided them,
and assures that:
a. All applications and records concerning any individual made or kept by
Contractor, or any public officer or agency in connection with the administration of or
relating to services provided under this Contract will be confidential, and will not be open
to examination for any purpose not directly connected with the administration of such
service.
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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.
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.
5