HomeMy WebLinkAboutMINUTES - 01041994 - 1.46 TO: _ BOARD OF SUPERVISORS I � }
,FROM: Mark Finucane, Health Services Director �'� Ca
By: Elizabeth A. Spooner, Contracts Administrator COSta
DATE: December 14, 1993 County
SUBJECT: Approval of Novation Contract #24-312-14 with
Asian Community Mental Health 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 #24-312-14 with Asian
Community Mental Health Services, Inc. , for the two-year period from
July 1, 1993 through June 30, 1995, with a payment limit of $40,732 ,
for provision of mental health program services for mentally disturbed
Southeast Asian refugees in West County. This document includes a
six-month automatic contract extension from June 30, 1995 through
December 31, 1995, in the amount of $10, 183 .
II. FINANCIAL IMPACT:
This Novation Contract is included in the Health Services Department's
Fiscal Year 1993-94 Budget and will be included in the Department's
Fiscal Year 1994-95 Budget (Org.. #5972) . The source of funding is
County/Realignment 100%.
III. REASONS FOR RECOMMENDATIONSIBACKGROUND:
This Contractor supplies trained mental health workers to provide
bilingual/bicultural interpretation and language translation services;
non-therapeutic counseling; and information, referral, and advocacy
services for Southeast Asian refugees to assist the County's Mental
Health staff in providing services to this client population at the
West County Community Mental Health Center.
Novation Contract #24-312-14 replaces the automatic extension under
the prior contract and continues the Contractor's services through
June 30, 1995.
CONTINUED ON ATTACHMENT: YES SIGNATURE
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RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMEAT ON OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ON January 4, 1994
APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
XX 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: Lorna Bastian (313-6411)
CC: Health Services (Contracts) ATTESTED January 4, 1994
Risk Management Phil Batchelor,Clerk of the Board of
Auditor-Controller Supervisors and CountyAftinistra.tor
Contractor
M382/7-e8 BY .� 7 - DEPUTY
Contra Costa County Number- 24-912-1g
,.Standard Form 1/87 STANDARD CONTRACT Fund/Org # 5972
(Purchase of Services) Account # 2320
1. Contract Identification. NOVATION CONTRACT Other #
Department: Health Services - Mental Health Division
Subject: Provision of Mental Health Workers for the Southeast Asian Refugee Project
at the West County Community Mental Health Center
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: ASIAN COMMUNITY MENTAL HEALTH SERVICES
Capacity: Nonprofit California corporation Taxpayer ID # Not Applicable
Address: 310 Eighth Street, Oakland, California 94607
3. Term. The effective date of this Contract is July 1. 1993 and it terminates
June 30. 1995 unless sooner terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not
exceed $40.732.
5. County's Obligations. County shall make to the Contractor those payments described in
the Payment Provisions attached hereto which are incorporated herein by reference,
subject to all the terms and conditions contained or incorporated herein.
6. Contractor's Obligations. Contractor shall provide those services and carry out that
work described in the Service Plan attached hereto which is incorporated herein by
reference, subject to all the terms and conditions contained or incorporated herein.
7. General and Special Conditions. This Contract is subject to the General Conditions and
Special Conditions (if any) attached hereto, which are incorporated herein by reference.
8. 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:
Current Contra Costa County Performance Contracts for mental health services with the
State Department of Mental Health, and any modifications or revisions thereof, copies
of which are on file in the Office of the Acting Mental Health Director.
9. Legal Authority. This Contract is entered into under and subject to the .following legal
authorities: California Government Code Sections 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 and County Administrator
Chairman/Designee r putt'
CONTRACTOR
By <2 By
(Designate business capacity A) (Designate business capacity B)
Note to Contractor: For corporations (profitlor nonprofit) , the contract must be signed by
two officers. Signature A must be that of the president or vice-president and Signature B
must be that of the secretary or assistant secretary (Civil Code Section 1190 and
Corporations Code Section 313) . All signatures must be acknowledged as set forth on page
two.
Contra Costa County Standard Form 1/87
APPROVALS/ACKNOWLEDGEMENT
Number 24-312-14
VALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
By By
Designee
A COUNTY ADMINISTRATOR
By d
ACKNOWLEDGEMENT
State of California ACKNOWLEDGEMENT (By Corporation,
Partnership, or Individual)
County of Ci!�ir��GJ�l1
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 representative(s) 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: z�(�� /nJq 3
[Notarial Seal]
Ranko Carol Yamada Notary Public/D ty County Clerk
U' \ Comm. #953229
NOTARY PUBLIC-CALIFORNIAV
ALAMEDA COU -2-
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2-
4Foa` my Comm.Expires Jan.2o,ion-&
Contra Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 24-312-14
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]
[ ] 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"
included in the Service Plan.
[R] d. 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:
(1) A one-time-only payment of $2,400 payable upon demand on or after
July 1st of each Fiscal Year period under this Contract; and
(2) Monthly payments in an amount equal to Contractor's net allowable
contract costs which have actually been incurred and/or paid by
Contractor each month (i.e. , reimbursement in arrears for actual
expenditures) , computed in accordance with and subject to the
attached Budget of Estimated Program Expenditures which is
incorporated herein by reference. For allowable contract costs
which are actually incurred in a given month, but for which invoices
are not on hand, Contractor shall include estimates of such costs in
its payment Demand (Form D-15) for said month, and Contractor shall
increase or decrease each subsequent month's Demand to adjust for
any resulting over- or under-payments, subject to the Contract
Payment Limit.
3. Allowable Costs. Contractor's allowable costs are only those which are determined in
accordance with:
[Check applicable alternative]
[ ] a. Department of Health and Human Services Administration of Grants Federal
Regulations Title 45 Part 74 including any amendments thereto and the
applicable Subpart listed hereunder; and other documents specified in the
Service Plan regarding principles for determining and allocating the
allowable costs of providing the services; and any standards set forth in
the Service Plan for determining the allowability of selected items of
costs of providing the services.
Initials:-
Co tractor County Dept.
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Contra Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 24-312-14
[ ] Federal Management Circular A-87, including any amendments to the
circular published in the Federal Register by OMB is to be used for
determining allowable costs of activities conducted by state and
local governmental agencies.
[ ] OMB Circular A-122, including any amendments to the Circular
published in the Federal Register by OMB is to be used for
determining allowable costs of activities conducted by nonprofit
organizations (other than government agencies, educational
institutions, and hospitals) .
[ ] 41 CFR Subpart 1-15.2 shall be used for profit organizations other
than hospitals.
[ ] OMB Circular No. A-21, including any amendments to the Circular
published in the Federal Register by OMB shall be the principles to
be used for determining allowable costs by educational institutions
(other than for-profit institutions) .
[ ] Appendix E Subpart Q Section 74.173 shall be used for determining
costs of research, development work, and other activities for
determining allowable costs.
[R] b. • Such State regulations and documents as are set forth in this Contract
regarding accounting guidelines, including standards for determining
allowable or non-allowable costs.
[ ] c. Part IV Department of Labor, Employment and Training administration, 20
CFR Part 674, Section 674.402 and any amendments thereto; and California
Department of Aging Title V Operations Handbook, 1987, Section 505.4 and
any amendments thereto.
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
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Con' irractor County Dept.
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Contra Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 24-312-24
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) 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
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. Annual Audit. Contractor shall provide County with an annual audit by a Certified
Public Accountant or Public Accountant, verifying the cost reports submitted under the
Payment Provisions of this Contract. Said audit shall be performed in accordance with
generally accepted audit standards, including Federal OMB Circular A-110 which applies
to nonprofit organizations and the "Standards for Audit of Governmental Organizations,
Programs, Activities, and Functions" (issued by the U.S. Comptroller General, 1972,
54 pp. ) . Contractor shall submit a separate annual Fiscal Year audit covering each 12-
month fiscal year period ending on June 30th under this Contract. Contractor shall
submit each such annual audit to County no later than 120 days following the end of
each 12-month fiscal year period hereunder.
9. 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.
10. 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
Initials: c
Co tractor County Dept.
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Contra Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 24-312-14
any audit exceptions, to the extent such are attributable to the Contractor's failure
to perform properly any of its obligations under this Contract.
11. State Cost Regulations. Pursuant to Paragraph 3. (Allowable Costs) above, and subject
to the attached Budget of Estimated Program Expenditures, the allowability of
Contractor's costs which have actually been incurred under this Contract shall be
determined in accordance with applicable State regulations, including, but not limited
to: the Cost Reporting/Data Collection Manual, Chapter II (Accounting Standards and
Guidelines) as issued by the State Department of Mental Health; the Drug Program Fiscal
System Manual, Chapter II (Accounting Standards and Guidelines) including Table I (Drug
Program Reimbursement Standards) , as issued by the Division of Drug Programs of the
State Department of Alcohol and Drug Programs; and the Alcohol Services Reporting
System Manual for County Alcohol Programs as issued by the State Department of Alcohol
and Drug Programs (Division of Alcohol Programs) . Allowable costs shall not include
remodeling and/or equipment purchases as to any item which has a useful life in excess
of three years and/or a value in excess of $300 (or as otherwise may be authorized by
the State) , except that part of such costs which can reasonably be charged to
depreciation.
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BUDGET OF ESTIMATED PROGRAM EXPENDITURES
Number 24-312-14 '
A. GROSS OPERATIONAL BUDGET
12 Month Fiscal Year Period
1. COST REIMBURSEMENT CATEGORIES
a. PERSONNEL SALARIES AND BENEFITS (Direct Costs)
(1) Direct Service Staff Salaries, Benefits $ 15.919
& Wage-Related Expenses* (includes FICA, Health
Insurance, Unemployment Insurance, and Workers'
Compensation Insurance)
(2) SUBTOTAL AMOUNT $ 15,919
b. OPERATIONAL COSTS (Direct Costs)
(1) Supplies $ 350
(2) Staff Travel 550
(3) SUBTOTAL AMOUNT $ 900
C. INDIRECT COSTS (SUBTOTAL AMOUNT) $ 3.547
2. TOTAL GROSS ALLOWABLE PROGRAM COST $ 20,366
B. LESS PROJECTED NON-COUNTY PROGRAM REVENUE
.(To be collected and provided by Contractor)
1. Client Fees and Insurance $ -0-
2. Grants and Subventions -0-
3. Donations -0-
4. Other (Specify: ) -0-
5. TOTAL PROJECTED NON-COUNTY PROGRAM REVENUES
C. NET ALLOWABLE FISCAL YEAR COST 20 366
(Fiscal Year Payment Limit)
D. CHANGES IN COST CATEGORY AMOUNTS. Subject to each Fiscal Year Payment Limit and subject to
State guidelines, each cost category Subtotal Amount set forth in Section A.1. above:
1. May vary up to 15% in any fiscal year without approval by County; and
2. May be changed in excess of 15% in any fiscal year provided, however, that Contractor has
obtained written authorization prior to April 5th of each Fiscal Year period under this
Contract from the Department's Acting Mental Health Director before implementing any such
budget changes.
* Second line supervisors and above and administrative staff who have no direct client
service responsibilities; administrative staff who also have direct service
responsibilities are to have their salaries split in proportion to the estimated time spent
on direct service and on administrative activities.
Initials:
Con actor County Dept.
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BUDGET OF ESTIMATED PROGRAM EXPENDITURES
Number 24-312-14
E. PROGRAM BUDGET CHANGES. Subject to each Fiscal Year Payment Limit and subject to State
guidelines, Contractor may make changes in the total amounts set forth above in each Fiscal
Year period- for the Total Gross Allowable Program Cost and the Total Projected Non-County
Program Revenue provided, however, that Contractor has obtained written authorization prior
to April 5th of each Fiscal Year period under this Contract from the Department's Acting Mental
Health Director, before implementing any such budget changes.
F. AGENCY PROGRAM BUDGET. Contractor shall submit to County, for informational purposes upon
request, its total Corporation budget including: all program budgets, all revenue sources and
projected revenue amounts, all cost allocations, and line item breakdown of budget categories
to include salary levels listed by job classification as well as detailing of operational and
administrative expenses by cost center and listing numbers of staff positions by job
classification.
G. SEPARATE FISCAL YEAR PAYMENT LIMITS. Adjustments in County's total payments to Contractor,
in accordance with the Payment Provisions and Paragraph 2. (Cost Report and Settlement) of
the Special Conditions, shall be limited to each Fiscal 'Year Payment Limit set forth above;
funds budgeted above for one fiscal year period may not be transferred to or expended under
the other fiscal year period.
H. BUDGET REPORT. No later than April 28th of each Fiscal Year period under this Contract,
Contractor shall deliver a written Budget Report to the Department's Mental Health Division
Finance Administrator stating whether or not the budgeted amounts set forth in the attached
Budget of Estimated Program Expenditures for the Total Gross Allowable Program Cost and the
Total Projected Non-County Program Revenue for each fiscal year period hereunder accurately
reflect the actual cost for the service program. If any of these program budget amounts need
to be changed, Contractor shall include in its Budget Report a complete copy of the revised
Budget of Estimated Program Expenditures, an explanation of the program budget and revenue
changes, and a request for prior written authorization to implement the changes in accordance
with Paragraph E. (Program Budget Changes) , above, subject to Special Conditions'Paragraph 2.
(Cost Report and Settlement) .
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Con`iractor County Dept.
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SERVICE PLAN
Number 24-312-14
1. Scope of Services. Under this Contract, Contractor shall provide mental health
workers, who are experienced at identifying mental health problems in, Southeast Asian
refugees, at County's Mental Health Clinic in Richmond. Contractor shall makes its Service
Delivery Policy, which is incorporated herein by reference, available to the public for
inspection.
2. Charzes for Services. Contractor shall not charge clients for services rendered
under this Contract.
3. Service Specifications.
a. Contractor's Obligations. During the term of this Contract, Contractor shall
provide services to Southeast Asian refugees residing in Contra Costa County. Contractor's
program services hereunder shall include, but not be limited to, the following services:
(1) Contractor will provide at least one, but not more than three, mental
health workers at County's West Contra Costa County Mental Health Clinic in Richmond for
eight (8) hours per week.
(2) Contractor's mental health workers will be properly trained and
experienced in identifying mental health problems of Southeast Asian refugees.
(3) Contractor's mental health workers shall. provide the following
services:
(a) Bilingual/bicultural interpretation/translation for County
clinical staff;
(b) Non-therapeutic counseling;
(c) Information, referral, and advocacy services; and
(d) Collateral meetings with significant persons in the life of an
identified client, focusing on the needs of the client.
(4) Referrals and Appointments. All referrals and appointments will be
directed to County's West County Community Mental Health Center. Contractor shall supply a
copy of appointment schedules for the mental health workers at least one week in advance of
the clinic.
(5) Patient Billing. Contractor shall not, be responsible for patient
billing, in accordance with Service Plan Paragraph 6. (Charges for Services) above.
b. County's Program Support Obligations.
(1) County will provide office space for use by Contractor for eight (8)
hours per week at the following site:
West Contra Costa County Mental Health Clinic
38th and Bissell, 2nd Floor
Richmond, California 94805
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SERVICE PLAN
Number 24-312-14
(2) County will provide telephone, clerical backup, and assistance as may
be mutually determined to be necessary to support Contractor's activities hereunder, but
excluding the use of County cars.
(3) County will provide psychiatric coverage for eight (8) hours per week
by assignment of a County staff psychiatrist or psychiatric resident.
(4) County will provide clinical supervision for Contractor's Mental
health workers by assignment of a County staff psychiatrist or psychiatric resident.
4. Service Units.
a. Service Unit Definitions. One service unit shall be defined as the provision
of one (1) hour of bilingual/bicultural interpretation/translation, non-therapeutic
counseling, information and referral/advocacy, or collateral services by one staff person as
described above.
b. Service Unit Guidelines. Fractions of a service unit for all the above shall
not be counted, except as the cumulative totals equal one full service unit. Time spent in
staff and administrative meetings, travel, report writing, and other such activities
involving no service contact and time spent by clerical and administrative staff, volunteers,
or other such program support persons shall not be counted.
c. Number of Service Units. Subject to sufficient referrals by County or other
authorized referral sources, Contractor shall provide not less than 450 units of service
during each 12-month fiscal year period under this Contract.
%5. Program Objectives and Performance Evaluation. Contractor shall provide its
program services so as to achieve the service program objectives set forth in the
Department's Contract Performance Plan for this Contract which is on file in the
administrative offices of the Department's Substance Abuse and Mental Health Divisions and
which is incorporated herein by reference. Contractor's performance under this Contract
shall be evaluated by County on the basis of:
a. The degree to which each specified service program objective was actually
achieved, and
b. The total number of service units that were actually provided by Contractor
hereunder.
6. Performance Reports. Contractor shall prepare and submit to County such periodic
performance progress reports as may be required by County's Health Services Department
Director or his designee. No later than August 31st following the end of each fiscal year
period under this Contract, or 60 days following the termination of this Contract, whichever
comes first, Contractor shall prepare and submit to County an Annual Performance Report, in
the form and manner prescribed by County's Department Director, or his designee, covering
each 12-month fiscal year period ending June 30th under this Contract.
Initials:
2 Con ractor County Dept.
SPECIAL CONDITIONS
Number-24-312-14
1. Novation. The parties having entered into a prior Contract #24-312-11,
(as amended by Administrative Amendment Agreement #24-312-12 and Contract Amendment
Agreement #24-312-13) , for the period from July 1, 1991 through June 30, 1993 (which
contained provision for an automatic six-month contract extension for the period from
July 1, 1993 through December 31, 1993), County and Contractor hereby agree to
substitute this Contract #24-312-14 for the aforesaid six-month automatic contract
extension. Effective July 1, 1993, all contract rights and obligations of the parties
will be governed by this Contract #24-312-14.
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:
"a. Due Date and.Procedure. No later than August 15th following the end
of each fiscal year period under this Contract (or as otherwise may be
prescribed by County) , or 45 days following the termination of this
Contract, whichever comes first, Contractor shall prepare and submit to
County for each specified fiscal year period hereunder a separate fiscal
year cost report in the form and manner prescribed by County, showing the
total gross allowable program costs which have actually been incurred by
Contractor for the respective fiscal year period and the total non-County
program revenues which have actually been collected and provided by
Contractor for the respective fiscal year period, in accordance with the
Budget of Estimated Program Expenditures. If any of said cost reports
show that the Final Program Reimbursement Amount (as defined below) of
allowable costs for the respective fiscal year period which have actually
been incurred by Contractor during said fiscal year period exceed the
payments made by County for said period pursuant to Payment Provisions
as set forth in Paragraph 2.d. (Payment Amounts) of the Payment
Provisions, County will remit any such excess amount to Contractor, but
not to exceed the Net Allowable Fiscal Year Cost (Fiscal Year Payment
Limits) specified on Line C. of the Budget of Estimated Program
Expenditures. If any of said cost reports show that the payments made
by County for said fiscal year period pursuant to Paragraph 2.d. (Payment
Amounts) of the Payment Provisions exceed said Final Program
Reimbursement Amount of allowable costs for the respective fiscal year
period which have actually been incurred by Contractor under this
Contract during said period, Contractor shall remit any such excess
amount to County.
The Final Program Reimbursement Amount 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 the
respective fiscal year period, minus the total non-County program
revenues which have actually been collected and provided by Contractor
for the program during said fiscal year period ending June 30th, computed
in accordance with the Budget of Estimated Program Expenditures.
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Co ractor County Dept.
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SPECIAL CONDITIONS
Number-24-312-14
b. Penalty For Late Submission of Cost Report. County may withhold
up to 100% of any Contract payment which is due and payable to Contractor
during the period from September through December following the end of
each fiscal year period hereunder, or of any Contract payment which is
due and payable to Contractor for the final month of the Contract if the
Contract is terminated, pending submission of the fiscal year cost report
specified in Subparagraph a. , above. Upon receipt of said cost report,
in a form and manner acceptable to the Health Services Director or his
designee, County shall release to Contractor any payment amount which has
been withheld by County, subject to settlement of the Final Program
Reimbursement Amount as set forth in Subparagraph a. , above."
3. Automatic Contract Extension. Notwithstanding Paragraph 3. (Term) of this
Contract, unless this Contract is terminated by either party pursuant to Paragraph
5. (Termination) of the General Conditions prior to June 30, 1995, the term of this
Contract shall be automatically extended from June 30, 1995 through December 31, 1995.
During its extended term, this contract is nevertheless subject to all the terms and
conditions applicable during its initial term, including but not limited to General
Conditions Paragraph 5. (Termination) , except as to payment for services rendered
during the extended term. The purpose of this automatic six-month extension is to
allow for continuation of services as specified in this Contract, to avoid
interruption of payment to Contractor, and to allow County time in which to complete
a novation or renewal contract for Contractor and County Board of Supervisors
approval. As to any such six-month extension:
a. The Contract Payment Limit, specified in Paragraph 4. (Payment
Limit) of this Contract, is increased by $10,183 (the six-month Payment Limit) and
County's total payments to Contractor for said six-month extension shall not exceed
this six-month Payment Limit, subject, nevertheless, to the aforesaid novation or
renewal contract.
b. County shall pay Contractor a one-time-only payment of $2,400
payable upon demand on or after July 1, 1995, and thereafter, monthly payments in
accordance with Payment Provisions as set forth in Paragraph 2.d. of the Payment
Provisions, 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; all service units (set forth in the
Service Plan and/or Special Conditions) and line item budget amounts (set forth in
the Budget of Estimated Program Expenditures) shall be prorated for the six-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 60 days following
termination of this Contract as extended, an extension period cost report covering
the period of this six-month extension. County and Contractor shall follow the cost
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Co ractor County Dept.
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SPECIAL CONDITIONS
Number-24-312-14
report and settlement procedures specified in above-referenced Paragraph 7. (Cost
Report and Settlement) of the Payment Provisions, subject to the six-month Payment
Limit specified above for the contract extension period.
e. This six-month contract extension shall be subject to any further
agreement (novation) which Contractor and County may enter into covering the provision
of services during the contract period immediately following the contract period
specified in Paragraph 3. (Term) , in accordance with Contra Costa County's current
revision of the project specified in Paragraph 8. (Project) .
4. Ownership and Disposition of Property and Equipment. Equipment and
capital expenditure items with a purchase price of 100 or more and a useful life of
at least one year shall be defined as nonexpendable property. Items with a purchase
price of less than 100 or a useful life of less than one year shall be defined as
expendable property. Subject to these definitions, the acquisition, utilization, and
disposition of expendable and nonexpendable property shall be determined in accordance
with the principles and statements set forth in Federal Management Circular FMC 74-7
(Attachment N) , a Federal General Services Administration publication dated September
13, 1974; references contained therein to the federal government, federal agencies
or "grantor" shall be construed to mean "County" and references to "grantee" shall
be construed to mean "Contractor." Upon termination of this-Contract, or as otherwise
may be prescribed by County, Contractor shall account for and transfer to County all
remaining expendable and nonexpendable property (including supplies and equipment)
loaned by County for use by Contractor or acquired with Contract funds (excluding
items which are not fully depreciated or which are purchased with outside non-County
revenues) in accordance with Federal or State regulations and/or guidelines prescribed
by County, and County shall retain full ownership of all such property.
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/or 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.
Initials:
Con ractor County Dept.
3
SPECIAL CONDITIONS
Number 24-312-14
6. Third-Party Payment Liability. Contractor shall be solely responsible
for any payments due from Contractor to third parties or for any liabilities,
obligations, or commitments of Contractor arising from Contractor's performance of
this Contract, including, but not limited to, any payments that Contractor may owe
to contractors or other suppliers for goods and services received by Contractor in
the operating, equipping, altering, remodeling, renovating, or repairing of
Contractor's program and facilities established under this Contract. In no event
shall County be responsible for any payments due from Contractor to third parties or
for any liabilities, obligations, or commitments of Contractor arising from
Contractor's performance of this Contract.
7. Professional Liability Insurance Requirements. The provision of
professional liability insurance coverage by Contractor is optional at Contractor's
sole discretion subject to General Conditions Paragraph 18. (Indemnification) .
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:
Con actor County Dept.
4
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. Insnection. 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 Fundinz. 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. Dis-putes. 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
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. Confidentialitv. 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
s
Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
b. No person will publish or disclose or permit or cause to be published or
disclosed, any list of persons receiving services, except as may be required in the
administration of such service. Contractor agrees to inform all employees, agents and
partners of the above provisions, and that any person knowingly and intentionally disclosing
such information other than as authorized by law may be guilty of a misdemeanor.
17. Nondiscriminatory Services. Contractor agrees that all goods and services under
this Contract shall be available to all qualified persons regardless of age, sex, race,
religion, color, national origin, or ethnic background, or handicap, and that none shall be
used, in whole or in part, for religious worship or instruction.
18. Indemnification. The Contractor shall defend, indemnify, save, and hold harmless
the County and its officers and employees from any and all claims, costs and liability for
any damages, sickness, death, or injury to person(s) or property, including without
limitation all consequential damages, from any cause whatsoever arising directly or
indirectly from or connected with the operations or services of the Contractor or its agents,
servants, employees or subcontractors hereunder, save and except claims or litigation arising
through the sole negligence or sole willful misconduct of the County or its officers or
employees. Contractor will reimburse the County for any expenditures, including reasonable
attorneys' fees, the County may make by reason of the matters that are the subject of this
indemnification, and if requested by the County will defend any claims or litigation to
which this indemnification provision applies at the sole cost and expense of the Contractor.
19. Insurance. During the entire term of this Contract and any extension or
modification thereof, the Contractor shall keep in effect insurance policies meeting the
following insurance requirements unless otherwise expressed in the .Special Conditions:
a. Liabilitv Insurance. The Contractor shall provide 'comprehensive liability
insurance, including coverage for owned and non-owned automobiles, with a minimum combined
single limit coverage of $500,000 for all damages, including consequential damages, due to
bodily injury, sickness or disease, or death to any. person or damage to or destruction of
property, including the loss of use thereof, arising from each occurrence. Such insurance
shall be endorsed to include the County and its officers and employees as additional insureds
as to all services performed by Contractor under this agreement. Said policies shall
constitute primary insurance as to the County, the State and Federal Governments, and their
officers, agents, and employees, so that other insurance policies held by-them or their self-
insurance program(s) shall not be required to contribute to any loss covered under the
Contractor's insurance policy or policies.
b. Workers' Compensation. The Contractor shall provide workers' compensation
insurance coverage for its employees.
C. Certificate of Insurance. The Contractor shall provide the County with (a)
certificate(s) of insurance evidencing liability and worker's compensation insurance as
required herein no later than the effective date of this Contract. If the Contractor should
renew the insurance policy(ies) or acquire either a new insurance policy(ies) or amend the
coverage afforded through an endorsement to the policy at any time during the term of this
Contract, then Contractor shall provide (a) current certificate(s) of insurance.
d. Additional Insurance Provisions. The insurance policies provided by the
Contractor shall include a provision for thirty (30) days written notice to County before
cancellation or material changes of the above specified coverage.
4
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.- Primacv 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