HomeMy WebLinkAboutMINUTES - 11021993 - 1.46 J Y�
TO: BOARD OF SUPERVISORS
FROM:Mark Finucane, Health Services Director�,, / v' Contra
By: Elizabeth A. Spooner, Contracts Administrator
Costa
DATE: October 21, 1993 Coul Ily
SUBJECT: Approval of Novation Contract #26-010-33 with United Council ,of
Spanish Speaking Organizations, Inc. for Transportation Services
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 #26-010-33 with United Council
of Spanish Speaking Organizations, Inc. , in the amount of $122 , 258,
for the period from July 1, 1993 through June 30, 1994, for fixed
route transportation services for the Health Services Department.
This document includes provision for a three-month automatic contract
extension through September 30, 1994 , in the amount of $35, 000.
II. FINANCIAL IMPACT:
This contract is included in the Health Services Department Enterprise
I budget for FY 1993-94 .
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
On November 3 , 1993 , the Board of Supervisors approved Novation
Contract #26-010-32 with United Council of Spanish Speaking organiza-
tions, Inc. , for patient transportation services between County
Outpatient Clinics in Pittsburg and Richmond and Merrithew Memorial
Hospital in Martinez ; augmentation courier services for laboratory
specimens from the outpatient clinics and, from the Richmond Older
Adults Clinic to the Hospital laboratory; and transportation service
for potential users to tour the County ' s birthing facilities (PreNatal
Patient Tour Program) .
Approval of Contract #26-010-33 will continue the Contractor's patient
transportation and courier services for the Department through June
30, 1994 .
CONTINUED ON ATTACHMENT: YES SIGNATURE: (IlA1✓f /
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ON INUV 2 issi APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
___V_/UNANIMOUS (ABSENT I HEREBY CERTIFY THAT THIS IS A TRUE
AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN
ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE BOARD
OF SUPERVISORS ON THE DATE SHOWN.
Contact: Frank Puglisi, Jr. (370-5100) p� 1r
CC: Health Services (Contracts) ATTESTED No P. 1993
Risk Management Phil Batchelor,Clerk of the Board of
Auditor-Controller Supervisors and County Administrator
Contractor
M3e2/7-e3 BY — DEPUTY
. Contl.,i Costa County Number 26-010-33
"$tandard Form 1/87 STANDARD CONTRACT Fund/Org #as coded
(Purchase of Services) Account #
1. Contract Identification. NOVATION Other #
Department: Health Services - Hospital and Clinics
Subject: Fixed Route Bus Transportation Services between County Outpatient Clinics
in Pittsburg, Richmond and Merrithew Memorial Hospital; and Augmentation
Courier Services
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: UNITED COUNCIL OF SPANISH SPEAKING ORGANIZATIONS, INC.
Capacity: Nonprofit California corporation Taxpayer ID # Not Applicable
Address: 837 Arnold Drive, #100, Martinez, California 94553
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 $122.258.
5. County's Obligations. County shall make to the Contractor those payments described in
the Payment Provisions attached hereto which are incorporated herein by reference,
subject to all the terms and conditions contained or lincorporated herein.
6. Contractor's Obligations. Contractor shall provide those services and carry out that
work described in the Service Plan attached hereto which is incorporated herein by
reference, subject to all the terms and conditions contained or incorporated herein.
7. General and Special Conditions. This Contract is subject to the General Conditions and
Special Conditions (if any) attached hereto, which are incorporated herein by
reference.
8. Pro ect. This Contract implements in whole or in part the following described Project,
the application and approval documents of which are incorporated herein by reference:
Not appliable.
9. Legal Authority. This Contract is entered into under and subject to the following
legal authorities: Health and Safety Code Section 1443 and California Government Code
Section 26227.
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 d County Administrator
By Pw !� By
Chairman/Designee eputy
CONTRACTOR
Bv-
By
A Solorzano, UCSSOBoard Chair Richard S. Lan, Board Secetary
(Designate business capacity A) (Designate business 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 acknowledged as set forth on page two.
'Contra Costa County Standard Form 1/87
APPROVALS/ACKNOWLEDGEMENT
Number 26-010-33
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
By By
APPROVED: COUNTY ADMINISTRATOR
By
ACKNOWLEDGEMENT
State of California ACKNOWLEDGEMENT (By Corporation,
Partnership, or Individual)
County of
The person(s) signing above for Contractor, personally known to me in the
individual or business capacity(ies) stated, or proved to me on the basis of
satisfactory evidence to be the stated individual or the representatives) of the
partnership or corporation named above in the capacity(ies) stated, personally
appeared before me today and acknowledged that he/she/they executed it, and
acknowledged to me that the partnership named above executed it or acknowledged
to me that the corporation named above executed it pursuant to its bylaws or a
resolution of its board of directors.
Dated: nc Z. '201, 195P3
[Notarial Seal]
v__r Y--..
Not4lry Public/deputT Public/deputyCounty Clerk
SEAL
�ARA .
ARY PUBLIC-CALIFCIORNIA
CONTRA COS' COUNTY -2-
My Comm. Expires May 16, 15
Contra Costa County Standard Form 6/90
PAYMENT PROVISIONS
(Fee Basis Contracts)
Number 26-010-33
1. Payment Amounts. Subject to the Payment Limit of this Contract and subject to the
following Payment Provisions, County will pay Contractor the following fee as full
compensation for all services, work, expenses or costs provided or incurred by
Contractor: [Check one alternative only. ]
[ ] a. $ monthly, or
[ ] b. $ per unit, as defined in the Service Plan, or
[ ] c. $ after completion of all obligations and conditions herein.
[X] d. (1) $ 5.870.72 monthly, for basic fixed route transportation services; and
(2) $ 4.317.44 monthly for augmentation courier services; except that in the
event that Contractor is unable to provide any of the services described in
Service Plan Paragraph 1. (Services) , subparagraph a. (Basic Fixed Route
transportation Services) and subparagraph b. (Augmentation Courier Services) ,
which is attached hereto and incorporated herein by reference, the monthly
payment limits may be reduced on a prorated basis by the Contract monitor.
2. Payment Demands. Contractor shall submit written demands. Said demands shall be made
on County Demand Form D-15 and in the manner and form prescribed by County. Contractor
shall submit said demands for payment no later than 30 days from the end of the month
in which the contract services upon which such demand is based were actually rendered.
Upon approval of said payment demands by the head of the County Department for which
this Contract is made, or his designee, County will make payments as specified in
Paragraph 1. (Payment Amounts) above.
3. Penalty for Late Submission. When Contractor fails to submit to County a timely demand
for payment as specified in Paragraph 2. (Payment Demands) above, and as a result of
Contractor's late submission the County is unable to obtain reimbursement from the State
of California or otherwise; to the extent the County's recovery of funding is
prejudiced, County shall not pay Contractor for such services, even though such services
were fully provided.
4. Right to Withhold. County has the right to withhold payment to the Contractor when, in
the opinion of the County expressed in writing to the Contractor, (a) the Contractor's
performance, in whole or in part, either has not been carried out or is insufficiently
documented, (b) the Contractor has neglected, failed or refused to furnish information
or to cooperate with any inspection, review or audit of its program, work or records,
or (c) Contractor has failed to sufficiently itemize or document its demand(s) for
payment.
5. Audit Exceptions. Contractor agrees to accept responsibility for receiving, replying
to, and/or complying with any audit exceptions by appropriate County, State or Federal
audit agencies occurring as a result of its performance of this Contract. Contractor
also agrees to pay to the County within 30 days of demand by County the full amount of
the County's obligation, if any, to the State and/or Federal government resulting from
any audit exceptions, to the extent such are attributable to the Contractor's failure
to perform properly any of its obligations under this Contract.
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Contra Costa County Standard Form 6/90
PAYMENT PROVISIONS
(Fee Basis Contracts)
Number 26-010-33
6. Required Audit. If Contractor is funded by $25,000 or more in federal grant funds in
any fiscal year from any source, Contractor shall provide to County at Contractor's
expense an audit conforming to the requirements set forth in the most current version
of Office of Management and Budget Circular A-133. If Contractor is funded by $25,000
to $100,000 in federal grant funds in any fiscal year from any source, Contractor shall
arrange for conduct of the federally-required audit biennially and shall submit the
audit to County in the time, form, and manner required by the most current version of
Office of Management and Budget Circular A-133 and by County. If Contractor is funded
by $100,000 or more in federal grant funds in any fiscal year from any source,
Contractor shall arrange for the federally-required audit annually and shall submit the
audit to the 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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SERVICE PLAN
Number 26-010-33
1. Services. The transportation services provided by Contractor under this Contract
shall meet the standards prescribed by the applicable statutes and administrative rules and
regulations of the State of California and shall meet such standards as shall be prescribed
by County's Health Services Director, or his designee (Assistant Health Services Director -
Hospital Division) .
Contractor shall provide equipment and facilities which meet the construction, safety,
sanitary, and other physical standards prescribed by the statutes and administrative
regulations of the State of California and by the ordinances and regulations of local
governmental agencies and entities. Contractor shall provide transportation services
hereunder as authorized by County between County's Outpatient Clinics at Richmond and
Pittsburg and Merrithew Memorial Hospital. Contractor's services hereunder shall consist
of the following:
a. Basic Fixed Route Transportation Services. Contractor shall provide fixed
route bus transportation services on weekdays (except on County-observed holidays as set
forth in Paragraph 3. , below) between the hours of 8:00 a.m. and 4:30 p.m. in order to
transport County patients to Merrithew Memorial Hospital from County's Outpatient Clinics in
Richmond and Pittsburg. Transportation services shall be of the non-emergency type (i.e. ,
not requiring the use of an ambulance or emergency vehicle) .
Contractor shall provide said transportation services, using a minibus or other similar
vehicle, over a regularly established and scheduled route approved by the County Health
Services Director or his designee. The minibus schedule is set forth below, and may be
revised upon prior written approval of the Health Services Director or his designee.
Devarture Departure Time Destination Arrival Time
Richmond Clinic 8:30 a.m. Hospital 9:00 a.m.
Hospital 9:15 a.m. Pittsburg Clinic 9:45 a.m.
Pittsburg Clinic 10:00 a.m. Hospital 10:30 a.m.
Hospital 10:45 a.m. Richmond Clinic 11:15 a.m.
Lunch 11:15 a.m. - 12:15 p.m.
Richmond Clinic 12:15 p.m. Hospital 12:45 p.m.
Hospital 1:00 P.M. Pittsburg Clinic 1:30 p.m.
Pittsburg Clinic 1:45 p.m. Hospital 2:15 p.m.
Hospital 2:30 p.m. Richmond Clinic 3:00 p.m. (drop off only)
Richmond Clinic 3:05 p.m. Hospital 3:35 p.m. (drop off only)
Hospital 3:50 p.m. Pittsburg Clinic 4:20 p.m. (drop off only)
Pittsburg Clinic 4:25 p.m. Parking Garage 5:00 p.m. (drop off only)
b. Augmentation Courier Service. Contractor shall provide a van and a qualified
driver to pickup, transport and deliver laboratory specimens on a fixed schedule between
Merrithew Memorial Hospital and its clinics located in Brentwood, Pittsburg, Concord and
Richmond, California. Said courier services shall be provided Monday through Friday,
(Tuesdays, Wednesdays and Thursdays only for Richmond Older Adult Clinic) as set forth in the
attached Exhibit A (U.C.S.S.O. Augmentation Courier Services) which is incorporated herein
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SERVICE PLAN
Number 26-010-33
by reference. Contractor will not provide augmentation services on County holidays as set
forth in Paragraph 3. , below.
The Contractor's courier driver will pickup and deliver containers to the Laboratory pickup
area at each location. The courier shall safeguard the containers while in transit and take
appropriate precautions to avoid damage, theft, or breakage.
The courier schedule(s) as set forth in the attach Exhibit, may be changed, amended, or
reduced with a two (2) week prior written notification to the other party. In the event that
Contractor discovers that it will be unable to provide services on any given day in
accordance with fixed schedule set forth herein, Contractor shall immediately telephone Lewis
G. Pascalli, Jr. (Contract Program Manager) , and all the affected sites.
c. Vehicle Specifications. Without any limitation upon its obligations under
any term of General Conditions expressed herein, Contractor shall:
(1) Utilize properly licensed vehicles, as specified above. Such vehicles
must meet all safety requirements and have all equipment required by the laws and regulations
of the State of California, and the State Department of Motor Vehicles. Contractor shall not
transport more than the maximum number of passengers in each vehicle at any one time than is
stipulated by the California Vehicle Code and indicated for vehicle capacity under the
manufacturer's specifications.
(2) Maintain all vehicles in good, safe operating conditions at all times.
d. Fares and Contributions. Contractor shall not charge fares, or accept
payments or contributions, for transportation from County patients being provided
transportation under this contract, or from their escorts or representatives.
2. Service Recording and Reporting. Contractor will maintain records documenting all
transportation services provided under the terms of this Contract and will prepare and submit
reports to, and in the format requested by, the County's Health Services Director or his
designee. As a minimum reporting requirement Contractor will furnish the following
information on a monthly basis and when requested:
a. The number of days and the number of vehicle hours each day that transportation
services were actually provided for County patients hereunder.
b. The number of County patients that were transported each trip from each clinic
and from the Hospital each day under the terms of this Contract.
C. The number of miles the vehicle was driven each day in providing services
hereunder.
3. County Holidays. County and Contractor each recognize the following holidays:
Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving,
Christmas Day, New Year's Day, Martin Luther King's Birthday, President's Day and Memorial
Day.
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SPECIAL CONDITIONS
Number 26-010-33
1. Novation. The parties having entered into the prior 12-month Contract #26-010-32
for the period from July 1, 1992 through June 30, 1993 (which contained provision for an
automatic three-month extension for the period from July 1, 1993 through September 30, 1993) ,
County and Contractor hereby agree to substitute this Contract #26-010-33 for the aforesaid
three-month automatic contract extension. Effective July 1, 1993, all contract rights and
obligations of the parties will be governed by this FY 1993-94 Contract #26-010-33.
2. Automatic Contract Extension. Notwithstanding Paragraph 3. (Term) of this
Contract, unless this Contract is terminated prior to June 30, 1994, by either party pursuant
to Paragraph 5. (Termination) of the General conditions, the term of this Contract shall be
automatically extended for the three-month period from July 1, 1994 through September 30,
1994. During its extended term, this contract is nevertheless subject to all the terms and
conditions applicable during the extended term. The purpose of the automatic three-month
contract extension is to allow for continuation of services as specified in this Contract,
during which time County will finalize applicable parts of the County budget, to seek State
approval of such budget, if necessary or appropriate, and complete for Contractor and County
Board of Supervisors approval a novation contract for the following year. As to any such
three-month extension of this Contract:
a. The Contract Payment Limit, specified in Paragraph 4. (Payment Limit) of this
Contract, is increased by $35.000 (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 following year.
b. 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)
shall be prorated for a three-month period.
c. Said 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 following year.
3. Insurance Modification. Paragraph 19. (Insurance) of the General Conditions is
hereby modified to read as follows:
"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:
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 plus an additional $1,000,000 liability insurance
umbrella policy 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
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SPECIAL CONDITIONS
Number 26-010-33
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
review 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 change of the above specified coverage. "
4. 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.
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Contra Costa County Standard Form 1%87
GENERAL CONDITIONS
(Purchase of Services)
1. Compliance with Law. Contractor shall be subject to and comply with all Federal, State and local
laws and regulations applicable with respect to its performance under this Contract, including but not
limited to, licensing, employment and purchasing practices; and wages, hours and conditions of
employment, including nondiscrimination.
2. Inspection. Contractor's performance, place of business and records pertaining to this Contract
are subject to monitoring, inspection, review and audit by authorized representatives of the County, the
State of California, and the United States Government.
3. Records.. Contractor shall keep and make available for inspection and copying by authorized
representatives of the County, the State of California, and the United States Government, the
Contractor's regular business records and such additional records pertaining to this Contract as may be
required by the County.
a. Retention of Records. The Contractor shall retain all documents pertaining to this Contract
for five years from the date of submission of Contractor's final payment demand or final Cost Report;
for any further period that is required by law; and until all Federal/State audits are complete and
exceptions resolved for this contract's funding period. Upon request, Contractor shall make these records
available to authorized representatives of the County, the State of California, and the United States
Government.
b. Access to Books and Records of Contractor. Subcontractor. Pursuant to Section 1861(v)(1)
of the Social Security Act, and any regulations promulgated thereunder, Contractor shall, upon written
request and until the expiration of four years after the furnishing of services pursuant to this Contract,
make available to the Secretary of Health and Human Services or to the Comptroller General, or any of
their duly authorized representatives, this Contract and books, documents, and records of Contractor
that are necessary to certify the nature and extent of all costs and charges hereunder.
Further, if Contractor carries out any of the duties of this Contract through a subcontract with a value
or cost of $10,000 or more over a twelve-month period, such subcontract shall contain a clause to the
effect that upon written .request and until the expiration of four years after the furnishing of services
pursuant to such subcontract, the subcontractor shall make available, to the County, to the Secretary or
to the Comptroller General, or any of their duly authorized representatives, the subcontract and books,
documents, and records of the subcontractor that are necessary to verify the nature and extent of all costs
and charges thereunder.
This special condition is in addition to any and all other terms regarding the maintenance or retention
of records under this Contract and is binding on the heirs, successors, assigns and representatives of
Contractor.
4. Reporting Requirements. Pursuant to Government Code Section 7550, Contractor shall include
in all documents or written reports completed and submitted to County in accordance with this Contract,
a separate section listing the numbers and dollar amounts of all contracts and subcontracts relating to
the preparation of each such document or written report. This section shall apply only if the payment
limit under this Contract exceeds $5,000.
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Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
5. Termination.
a. Written Notice. This Contract may be terminated by either party, at their sole discretion,
upon thirty-day advance written notice thereof to the other, and may be cancelled immediately by written
mutual consent.
b. Failure to Perform. The County, upon written notice to Contractor, may immediately
terminate this Contract should the Contractor fail to perform properly any of its obligations hereunder.
In the event of such termination, the County may proceed with the work in any reasonable manner it
chooses. The cost to the County of completing Contractor's performance shall be deducted from any sum
due the Contractor under this Contract, without prejudice to the County's rights otherwise to recover
its damages.
C. Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the event that Federal,
State, or other non-County funding for this Contract ceases, this Contract is terminated without notice.
6. Entire Agreement. This Contract contains all the terms and conditions agreed upon by the parties.
Except as expressly provided herein, no other understanding, oral or otherwise, regarding the subject
matter of this Contract shall be deemed to exist or to bind any of the parties hereto.
7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures
and budgets required by this Contract, including but not limited to, monitoring, evaluating, auditing,
billing, or regulatory changes, may be developed and set forth in a written Informal Agreement between
the Contractor and the County. Such Informal Agreements shall be designated as such and shall not be
amendments to this Contract except to the extent that they further detail or clarify that which is already
required hereunder. Such Informal Agreements may not enlarge in any manner the scope of this
Contract, including any sums of money to be paid the Contractor as provided herein. Informal
Agreements may be approved and signed by the head of the County Department for which this Contract
is made or his designee.
8. Modifications and Amendments.
a. General Amendments. This Contract may be modified or amended by a written document
executed by the Contractor and the Contra Costa County Board of Supervisors or, after Board approval,
by its designee, subject to any required State or Federal approval.
b. Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and
the Service Plan may be amended by a written administrative amendment executed by the Contractor
and the County Administrator or his designee, subject to any required State or Federal approval,
provided that such administrative amendments may not materially change the Payment Provisions or the
Service Plan.
9. Disputes. Disagreements between ' the County and Contractor concerning the meaning,
requirements, or performance of this Contract shall be subject to final determination in writing by the
head of the County Department for which this Contract is made or his designee or in accordance with
the applicable procedures (if any) required by the State or Federal Government. ,
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Contra Carta 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 *)jury, 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 certiricate(s) of
insurance.
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Contra Costa County Standard Form 1/87
GENERAL CONDMONS
(Purchase of Services)
d. Additional Insurance Provisions. The insurance policies provided by the Contractor shall
include a provision for thirty (30) days written notice to County before cancellation or material changes
of the above specified coverage.
20. Notices. All notices provided for by this Contract shall be in writing and may be delivered by
deposit in the United States mail, postage prepaid. Notices to the County shall be addressed to the head
of the County Department for which this Contract is made. Notices to the Contractor shall be
addressed to the Contractor's address designated herein. The effective date of notice shall be the date
of deposit in the mails or of other delivery, except that the effective date of notice to the County shall be
the date of receipt by the head of the County Department for which this Contract is made.
21. Primacy of General Conditions. Except for Special Conditions which expressly supersede General
Conditions, the Special Conditions (if any) and Service Plan do not limit any term of the General
Conditions.
22. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or
understanding that the services provided by Contractor under this Contract will be purchased by County
under a new contract following expiration of termination of this Contract, and waives all rights or claims
to notice or hearing respecting any failure to continue purchase of all or any such services from
Contractor.
23. Possessory Interest. If this Contract results in the Contractor having" possession of, claim to or
right to the possession of land or improvements, but does not vest ownership of the land or improvements
in the same person, or if this Contract results in the placement of taxable improvements on tax exempt
land (Revenue & Taxation Code Section 107), such interest or improvements may represent a possessory
interest subject to property tax, and Contractor may be subject to the payment of property taxes levied
on such interest. Contractor agrees that this provision complies with the notice requirements of Revenue
& Taxation Code Section 107.6, and waives all rights to further notice or to damages under that or any
comparable statute.
24. No Third-Party Beneficiaries. Notwithstanding mutual recognition that services under this
Contract may provide some aid or assistance to members of the County's population, it is not the
intention of either the County or Contractor that such individuals occupy the position of intended third-
party beneficiaries of the obligations assumed by either party to this Contract.
25. Coprdphts and Rights in Data. Contractor shall not publish or transfer any materials produced
or resulting from activities supported by this agreement without the express written consent of the County
Administrator. If any material is subject to copyright, the County reserves the right to copyright such
and the Contractor agrees not to copyright such material. If the material is copyrighted, the County
reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, and use such
materials, in whole or in part, and to authorize others to do so.
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