HomeMy WebLinkAboutMINUTES - 10261993 - 1.28 T ♦ /. R?
TO: BOARD OF SUPERVISORS
FROM: Mark Finucane, Health Services Director 1/w Contra
By: Elizabeth A. Spooner, Contracts Administrator Costa
DATE: October 8, 1993 County
SUBJECT: Approval of Novation Contract #22-1..37-18 with
Family and Community Services, -Inc.
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 #22-137-18 with Family and
Community Services, Inc. , in the amount of $26, 985, for the period
from July 1, 1993 through June 30, 1994, for home-delivered meal
services for the Senior Nutrition Program. This Novation Contract
contains a three-month automatic contract extension from June 30, 1994
through September 30, 1994 , in the amount of $9, 746.
II. FINANCIAL IMPACT:
This contract is 100% federally funded under Title III-C(1) of the
Older Americans Act of 1965. No County funding is required.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
On October 27, 1992 , the Board of Supervisors approved Renewal
Contract #22-137-16 (as amended by Contract Amendment Agreement #22-
137-17) with Family and Community Services, Inc. , for the period from
July 1, 1992 through June 30, 1993 , for Senior Nutrition Program
services. The Contractor has been providing home-delivered meal
services to senior citizens through an automatic extension of the
prior Contract.
Approval of Novation Contract #22-137-18 will allow the Contractor to
continue its home-delivered meal services through June 30, 1994 ..
CONTINUED ON ATTACHMENT: YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMME A ION OF BOARD C MMITTEE
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ON OEM Z93 APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
UNANIMOUS (ABSENT ) I HEREBY CERTIFY THAT THIS IS A TRUE
AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN
ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE BOARD
OF SUPERVISORS ON THE DATE SHOWN.
Contact: Wendel Brunner, M.D. (313-6712) ®'CT 2 6 X993
CC: Health Services (.Contracts) ATTESTED
Risk Management Phil Batchelor,Clerk of the Board of .
Auditor-Controller Supervisors and County Administrator,
Contractor
M3e2/7-83 BY DEPUTY
Contra Costa County Number 22-137-18
Stah$ard 'Form 1/87 STANDARD CONTRACT Fund/Org # 5767
(Purchase of Services) Account # 2310
NOVATION Other #
1. Contract Identification
Department: Health Services - Public Health Division
Subject: Home-Delivered Meals 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 AND COMMUNITY SERVICES, INC.
Capacity: Nonprofit California corporation Taxpayer ID # Not applicable
Address: 1300 Civic Drive, Walnut Creek, California 94596
3. Term. The effective date of this Contract is July 1. 1993 and it terminates
June 30. 1994 unless sooner terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not exceed
$ 26.985.
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
By By_
Chairman/Designee Deputy
CONTRACTG.
By 4,K. 6=4:t �✓ By
o'
(Designat4 business capacity A) (Designate business ca acity 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 acknowledged as set forth on page tvo.
Contra Costa County Standard Form 1/87 ''
APPROVALS/ACKNOWLEDGEMENT
Number 22-137-18
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
By 1 B
esign e
APPROVED: COUNTY ADMINISTRATOR
By
ACKNOWLEDGEMENT
State of California ACKNOWLEDGEMENT (By Corporation,
Partnership, or Individual)
. i A � z .1
County o
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 'ts board of directors.
I
Dated: l
[Notarial Seal]
SHERRY BENNETT N i / eputy County Clerk
COMM.4 996982 i
z '� �,�Notory Public—Colifomia
Z ',y�7 CONTRA COSTA COUL'IY9
-2-
My Comm.Ezp:res JUN 97
Contra,'Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 22-137-18
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. Subiect 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]
( ] a. $ monthly, or
[ ] b. $ per unit, as defined in the Service Plan, or
[R] C. An amount equal to Cont'ractor's allowable costs that are actually incurred
each month, but subject to the attached Budget of Estimated Program
Expenditures which is incorporated herein by reference.
[ ] 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.
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 servicesupon 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 �iContractor 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 Nor 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 paymentf
7. Cost Report and Settlement. No later than forty-five (45) days following the
termination of this Contract, Contractor shall submit to County a cost report in the
form required by County, showing the allowable costs that have actually been incurred
by Contractor under this Contract. If said cost report shows that the allowable costs
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Contra Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 22-137-18
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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BUDGET OF ESTIMATED PROGRAM EXPENDITURE
(July 1, 19'93 - June 30, 1994)
Number 22-137-18
BUDGET CATEGORIES
1. PERSONNEL
Salary and Wages $ 50, 352
Fringe Benefits 12 , 623
Subtotal $ 62, 975
2. STAFF EXPENSES
Travel $ 1, 620
3. EQUIPMENT EXPENDABLE $ 1, 256
4. OTHER COSTS
Building Space $ 7, 148
Telephone 2,446
Utilities 773
Office Expense 31520
Repair and Maintenance/Space 575
Repair and Maintenance/Equipment 70
Management 7,404
Insurance 5,900
Vehicle Operations 4 , 014
Subtotal $ 31, 850
5. TOTAL COSTS $ 97,701
6. PROJECT MEAL INCOME AND DONATIONS ($ 70,716)
7. NET CONTRACT COSTS (Contract Payment Limit) 26 , 985
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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SERVICE PLAN
Number 22-137-18
I. Scope of Services. Contractor shall work cooperatively with the Health Services
Director, or his designees, to provide prepackaged home-delivered meals, and outreach
services to certain senior citizens (60 years of age or older) , at their respective
residences, for County's Senior Nutrition Program. Contractor shall furnish all food, labor,
equipment and vehicles necessary to prepare, and deliver, an approximate daily average of 175
meals, or a County-specified portion thereof, on at least 250 County-designated serving days,
to eligible participants.
II. General Provisions.
A. Service Days. Contractor shall provide and deliver meals daily between the hours
of 10:30 a.m. and 12:30 noon to eligible participants in the Home-Delivered Meals Program of
the Contra Costa County Senior Nutrition Program at their respective residences. Meals shall
be delivered Monday through Friday of each week, and on other days as mutually agreed upon
by County's Nutrition Project Director and Contractor, except for the following designated
holidays:
Independence Day------------ Observed Monday, July 5, 1993
Labor Day------------------- Monday, September 7, 1993
Columbus Day---------------- Observed Monday, October 11, 1993
Veteran's Day--------------- Monday, November 12, 1993
Thanksgiving Day------------ Thursday, November 26, 1993
Day after Thanksgiving------ Friday, November 27, 1993
Christmas Day--------------- Observed Friday, December 24, 1993
New Year's Day-------------- Observed Friday, December 31, 1993
Martin Luther King Jr. Day-- Monday, January 17, 1994
Presidents Day-------------- Monday, February 14, 1994
Memorial Day---------------- Monday, May 30, 1994
B. Delivery Requirements.
1. Time elapsed from meal preparation area to each residence shall not exceed
two (2) hours. Contractor shall have available a sufficient number of staff and vehicles to
meet this delivery time.
2. Contractor shall deliver meals to designated participants, in their
respective residences, no earlier than 10:30 a.m. and no later than 12:30 noon on a daily
basis.
3. Contractor shall deliver foods at temperatures which will ensure that the hot
food is 140 degrees Fahrenheit and above, and the cold food is 45 degrees Fahrenheit or below
at the time of delivery to the participant. In case of a question about the temperature of
a food or foods, County's Project Director or Nutritionist will determine which foods will
be delivered hot or cold.
4. Contractor shall deliver food in containers approved by the County Nutrition
Project Director or his designee.
C. Meals Standards. All Nutrition Program Meals must meet 1/3 of the Recommended
Dietary Allowance for persons 60 years of age and over as established by the National Academy
of Sciences, and the Meal Pattern Requirements for the Senior Nutrition Program as
established by the State of California Department on Aging.
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SERVICE PLAN
Number 22-137-18
D. Menus. Contractor's Nutritionist shall prepare menus in consultation with the
County. Contractor must be willing to make any changes requested in menus by the County's
Project Director, Nutritionist, or the Area Agency on Aging, to conform to the meal
requirements as stated in this Contract. Any and all substitutions for approved menu items
shall be authorized in advance by the County's Nutrition Project Director or Nutritionist.
All recipes used by Contractor must be available for nutritional analysis by the County.
E. Criteria for Receipt of Services. Contractor shall provide home-delivered meal
services to eligible persons 60 years of !,age and older who meet the criteria specified by
County's Senior Nutrition Program, and who have been referred to Contractor for home-
delivered meal service. Said persons:
1. Shall be physically incapacitated to the extent that he/she cannot attend a
congregate meal site or prepare his/her own meal; and
2. Shall have no other source for a meal nor any person (relative or friend) who
can prepare a meal for him/her.
Contractor shall place primary emphasis on reaching those isolated persons who because of
limited financial resources, or physical limitations, are unable to prepare for themselves
well-balanced, nutritious meals. As vacancies occur in the Title III C(2) Home-Delivered
Meals Program, Contractor shall attempt to fill these openings with persons that meet the
.above criteria rather than on a first-come, first-served basis. Contractor shall use a pre-
registration program and waiting list to insure maximum utilization of the Program by person
described above.
F. Outside Support. Contractor shall solicit support from local agencies, clubs,
groups and individuals in an attempt to maintain or expand the existing level of service in
other home-delivered meals programs.
G. Home Assessment. Contractor shall make home assessments of all Title III C(2)
home-delivered meals participants at least quarterly to determine their continued eligibility
for the home-delivered meals program, and the feasibility to transferring them to a
congregate meals program.
H. Right of Inspection.
1. County. shall have the right and authority to inspect the meals delivered by
the Contractor to determine compliance with delivery and handling specifications, and to
withhold payment from the Contractor for the cost of meals which cannot be served (under the
California Health and Safety Code) due to Contractor neglect or negligence in handling and
delivery practices.
2. County shall have the authority to accompany Contractor's staff or volunteers
during their performance of meal-delivery duties for the purpose of program inspection. The
Project Director shall designate the appropriate County personnel to perform this function.
I. Service Recording and Reporting. Contractor shall maintain records documenting
all home-delivered meal services provided under the terms of this Contract and shall prepare
and submit reports to, and in the format and frequency requested by, County's Nutrition
Project Director. Contractor shall maintain a separate accounting section for the federally-
funded home-delivered meals service program apart from any other program accounts that the
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SERVICE PLAN
Number 22-137-18
Contractor might have. As a minimum reporting requirement, Contractor shall furnish the
County the following information on a weekly basis and when requested:
1. The number of participants provided home-delivered meal service on each trip
made under the terms of this Contract, on a daily basis; and
2. The amount of voluntary donations or contributions collected on a daily
basis, as authorized in Paragraph J. (Voluntary Donations) , below.
J. Voluntary Donations.
1. Contractor shall not charge fees to Home-Delivered Meals Project participants
or their representatives for meals provided under this Contract. Contractor shall afford
participants and/or their representatives the opportunity to voluntarily and confidentially
contribute toward the cost of their home-delivered meals, and Contractor shall accept said
voluntary donations or contributions from participants or their representatives. However,
Contractor shall utilize all donations or contributions from persons who are provided home-
delivered meals to meet and offset the costs of providing home-delivered meals to Home-
Delivered Meals Project participants under this Contract.
2. Contractor shall establish a contribution schedule that will allow Home-
Delivered Meals Project participants to select a contribution rate that fits their income;
however, no senior citizen shall be coerced to contribute, nor shall they be refused service
for failure to contribute towards the cost of their meals.
3. Contractor shall utilize all donations or contributions from persons who
are provided home-delivered meals to meet and offset the costs of providing home-delivered
meals to Home-Delivered Meals Project participants under this Contract.
K. 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 $50. 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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SPECIAL CONDITIONS
Number 22-137-18
1. Novation. The parties having entered into a prior twelve-month Contract #22-137-16
(as amended by Contract Amendment Agreement #22-137-17) , for the period from July 1, 1992
through June 30, 1993, which contained provision for an automatic three-month contract
extension for the period from July 1, 1993 through September 30, 1993, County and Contractor
hereby agree to substitute this 1993-94 fiscal year Contract for the aforesaid automatic
contract extension. Effective July 1, 1993, all contract rights and obligations of the
parties will be governed by this 1993-94 fiscal year Contract #22-137-18.
2. 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, 1994, the term of this Contract shall be automatically
extended from June 30, 1994 through September 30, 1994. 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 $9,746 (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 for the
1993-94 fiscal year.
b. County shall pay Contractor a one-time-only payment of $3,000 payable upon
demand on or after July 1, 1993, and thereafter, monthly payments in accordance with Payment
Provisions as set forth in Payment Provisions Paragraph 2. (Payment Amounts) , subparagraph
d. , subject to the six-month Payment Limit specified above.
C. Contractor shall continue to provide services as set forth in the Service
Plan, subject to any amendments thereto; any 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.
d. 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 for the contract extension period.
e. 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
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SPECIAL CONDITIONS
Number 22-137-18
Paragraph 3. (Term) , in accordance with Contra Costa County's current revision of the project
specified in Paragraph 8 (Project) .
3. 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 information to anyone
other than the County without prior written authorization from County.
g. Contractor may allow participants to authorize the release of information
to specific entities, but shall not request or encourage any participant to give a blanket
authorization or sign a blank release, nor shall Contractor accept such from any participant.
h. For the purposes of this Paragraph, identity shall include, but not be
limited to, name, identifying number, symbol or other identifying characteristic assigned to
the individual, such as finger or voice print or a photograph.
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SPECIAL CONDITIONS
Number 22-137-18
4. 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."
5. Protection of Property and Equipment. Throughout the term of this Contract, and any
modification or extension thereof, Contractor shall:
a. Cooperate with County in tagging and appropriately identifying all program
property and equipment loaned by County for use by Contractor or acquired with Contract
funds.
b. Establish a property management control system to ensure adequate safeguards to
prevent loss, theft, or damage to property, and maintain all equipment in good working repair
at all times.
C. Investigate, fully document, and immediately report to appropriate police
agencies and within two days to County any loss, theft, or damage to property and equipment.
Contractor shall repair or replace all such items within 60 days with items of comparable
quality and value.
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.
6. Monitoring. Assessment and Evaluation.
a. Authorized County, State and/or Federal representatives shall have the right to
monitor, assess and evaluate Contractor's performance pursuant to this Contract. Said
monitoring, assessment and evaluation may include, but is not limited to, audits, inspections
of project premises, inspection of food preparation sites as appropriate and interviews of
project staff and participants.
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SPECIAL CONDITIONS
Number 22-137-18
b. Contractor shall cooperate with the County in the monitoring, assessment and
evaluation processes.
7. 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.
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 County Dept.
4
Cogtra-Costa County Standard Form 1/87
GENERAL CONDP170NS
(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. erection. Contractor's performance, place of business and records pertaining to this Contract
are subject to monitoring, inspection, review and audit by authorized representatives of the County, the
State of California, and the United States Government.
3. Records. Contractor shall keep and make available for inspection and copying by authorized
representatives of the County, the State of California, and the United States Government, the
Contractor's regular business records and such additional records pertaining to this Contract as may be
required by the County.
a. Retention of Records. The Contractor shall retain all documents pertaining to this Contract
for five years from the date of submission of Contractor's final payment demand or final Cost Report;
for any further period that is required by law; and until all Federal/State audits are complete and
exceptions resolved for this contract's funding period. Upon request, Contractor shall make these records
available to authorized representatives of the County, the State of California, and the United States
Government.
b. Access to Books and Records of Contractor, Subcontractor. Pursuant to Section 1861(v)(1)
of the Social Security Act, and any regulations promulgated thereunder, Contractor shall, upon written
request and until the expiration of four years after the furnishing of services pursuant to this Contract,
make available to the Secretary of Health and Human Services or to the Comptroller General, or any of
their duly authorized representatives, this Contract and books, documents, and records of Contractor
that are necessary to certify the nature and extent of all costs and charges hereunder.
Further, if Contractor carries out any of the duties of this Contract through a subcontract with a value
or cost of $10,000 or more over a twelve-month period, such subcontract shall contain a clause to the
effect that upon written request and until the expiration of four years after the furnishing of services
pursuant to such subcontract, the subcontractor shall make available, to the County, to the Secretary or
to the Comptroller General, or any of their duly authorized representatives, the subcontract and books,
documents, and records of the subcontractor that are necessary to verify the nature and extent of all costs
and charges thereunder.
This special condition is in addition to any and all other terms regarding the maintenance or retention
of records under this Contract and is binding on the heirs, successors, assigns and representatives of
Contractor.
4. Reporting Requirements. Pursuant to Government Code Section 7550, Contractor shall include
in all documents or written reports completed and submitted to County in accordance with this Contract,
a separate section listing the numbers and.dollar amounts of all contracts and subcontracts relating to
the preparation of each such document or written report. This section shall apply only if the payment
limit under this Contract exceeds $5,000.
1
: Contra Costa County Standard Foria 1/97
GENERAL CONDMONS
(Purchase of Services)
5. Termination.
a. Written Notice. This Contract may be terminated by either party, at their sole discretion,
upon thirty-day advance written notice thereof to the other, and may be cancelled immediately by written
mutual consent.
b. Failure to Perform. The County, upon written notice to Contractor, may immediately
terminate this Contract should the Contractor fail to perform properly any of its obligations hereunder.
In the event of such termination, the County may proceed with the work in any reasonable manner it
chooses. The cost to the County of completing Contractor's performance shall be deducted from any sum
due the Contractor under this Contract, without prejudice to the County's rights otherwise to recover
its damages.
c: Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the event that Federal,
State, or other non-County funding for this Contract ceases, this Contract is terminated without notice.
6. Entire Agreement. This Contract contains all the terms and conditions agreed upon by the parties.
Except as expressly provided herein, no other understanding, oral or otherwise, regarding the subject
matter of this Contract shall be deemed to exist or to bind any of the parties hereto.
7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures
and budgets required by this Contract, including but not limited to, monitoring, evaluating, auditing,
Mina, or regulatory changes, may be developed and set forth in a written Informal Agreement between
the Contractor and the County. Such Informal Agreements shall be designated as such and shall not be
amendments to this Contract except to the extent that they further detail or clarify that which is already
required hereunder. Such Informal Agreements may not enlarge in any manner the scope of this
Contract, including any sums of money to be paid the Contractor as provided herein. Informal
Agreements may be approved and signed by the head of the County Department for which this Contract
is made or his designee.
8. Modifications and Amendments.
a. General Amendments. This Contract may be modified or amended by a written document
executed by the Contractor and the Contra Costa County Board of Supervisors or, after Board approval,
by its designee, subject to any required State or Federal approval.
b. Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and
the Service Plan may be amended by a written administrative amendment executed by the Contractor
and the County Administrator or his designee, subject to any required State or Federal approval,
provided that such administrative amendments may not materially change the Payment Provisions or the
Service Plan.
9. Disputes. Disagreements between the County and Contractor concerning the meaning,
requirements, or performance of this Contract shall be subject to final determination in writing by the
head of the County Department for which this Contract is made or his designee or in accordance with
the applicable procedures (if any) required by the State or Federal Government.
2
Contras Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
10. Choice of Law and Personal Jurisdiction.
a. This Contract is made in Contra Costa County and shall be governed and construed in
accordance with the laws of the State of California.
b. Any action relating to this Contract shall be instituted and prosecuted in the courts of
Contra Costa County, State of California.
11. Conformance with Federal and State Regulations and Laws. Should Federal or State regulations
or laws touching upon the subject of this Contract be adopted or revised during the term hereof, this
Contract shall be deemed amended to assure conformance with such Federal or State requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General Conditions, inspections
or approvals, or statements by any officer, agent or employee of the County indicating the Contractor's
performance or any part thereof complies with the requirements of this Contract, or acceptance of the
whole or any part of said performance, or payments therefor, or any combination of these acts, shall not
relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the County be thereby
estopped from bringing any action for damages or enforcement arising from any failure to comply with
any of the terms and conditions of this Contract.
13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns and
representatives of Contractor. The Contractor shall not enter into subcontracts for any work
contemplated under this Contract and shall not assign this Contract or monies due or to become due,
without the prior written consent of the County Administrator or his designee, subject to any required
State or Federal approval.
14. Independent Contractor Status. This Contract is by and between two independent contractors and
is not intended to and shall not be construed to create the relationship between the parties of agent,
.servant, employee, partnership, joint venture or association.
15. Conflicts of Interest. Contractor, its officers, partners, associates, agents, and employees, shall
not make, participate in making, or in any way attempt to use the position afforded them by this
Contract to influence any governmental decision in which he or she knows or has reason to know that
he or she has a financial interest under California Government Code Sections 87100, et seq., or
otherwise.
16. Confidentiality. Contractor agrees to comply and to require its officers, partners, associates,
agents and employees to comply with all applicable State or Federal statutes or regulations respecting
confidentiality, including but not limited to, the identity of persons served under this Contract, their
records, or services provided them, and assures that:
a. All applications and records concerning any individual made or kept by Contractor or any
public officer or agency in connection with the administration of or relating to services provided under
this Contract will be confidential, and will not be open to examination for any purpose not directly
connected with the administration of such service.
3
Contra Costa County Standard Form 118'
GENERAL CONDi'1'iONS
(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(les) or acquire
either a new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy
at any time during the term of this Contract, then Contractor shall provide (a) current certificate(s) of
insurance.
4
• • 4
Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
d. Additional Insurance Provisions. The insurance policies provided by the Contractor shall
include a provision for thirty (30) days written notice to County before cancellation or material changes
of the above specified coverage.
20. Notic es. All notices provided for by this Contract shall be in writing and may be delivered by
deposit in the United States mail, postage prepaid. Notices to the County shall be addressed to the head
of the County Department for which this Contract is made. Notices to the Contractor shall be
addressed to the Contractor's address designated herein. The effective date of notice shall be the date
of deposit in the mails or of other delivery, except that the effective date of notice to the County shall be
the date of receipt by the head of the County !Department for which this Contract is made.
21. Primacy of General Conditions. Except,for Special Conditions which expressly supersede General
Conditions, the Special Conditions (if any) and Service Plan do not limit any term of the General
Conditions.
22. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or
understanding that the services provided by Contractor under this Contract will be purchased by County
under a new contract following expiration of termination of this Contract, and waives all rights or claims
to notice or hearing respecting any failure to continue purchase of all or any such services from
Contractor.
23. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or
right to the possession of land or improvements, but does not vest ownership of the land or improvements
in the same person, or if this Contract results ''in the placement of taxable improvements on tax exempt
land (Revenue & Taxation Code Section 107), such interest or improvements may represent a possessory
interest subject to property tax, and Contractor may be subject to the payment of property taxes levied
on such interest. Contractor agrees that this provision complies with the notice requirements of Revenue
& Taxation Code Section 107.6, and waives all: rights to further notice or to damages under that or any
comparable statute.
24. No Third-Party Beneficiaries. Notwithstanding mutual recognition that services under this
Contract may provide some aid or assistance to members of the County's population, it is not the
intention of either the County or Contractor that such individuals occupy the position of intended third-
party beneficiaries of the obligations assumed by either party to this Contract.
25. Copyrights and Rights in Data. Contractor shall not publish or transfer any materials produced
or resulting from activities supported by this agreement without the express written consent of the County
Administrator. If any material is subject to copyright, the County reserves the right to copyright such
and the Contractor agrees not to copyright such material. If the material is copyrighted, the County
reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, and use such
materials, in whole or in part, and to authorize others to do so.
5