HomeMy WebLinkAboutMINUTES - 01041994 - 1.51 r
TO: BOARD OF SUPERVISORS
FROM: Mark Finucane, Health Services Director Contra
By: Elizabeth A. Spooner, Contracts Administrator Costa
DATE: December 9, 1993 County
SUBJECT: Approval of Novation Contract #24-429-13 with Tri-County Women's
Recovery 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 #24-429-13 with Tri-County
Women's Recovery Services, for the period from July 1, 1993 through
June 301 1994, in the amount of $189, 549, for provision of substance
abuse residential program services (Perinatal Set-Aside Federal Block
Grant Project) . This contract includes a six-month automatic contract
extension through December 31, 1994 , in the amount of $94,774 .
II. FINANCIAL IMPACT:
This Contract is funded 100% by Federal funds as follows:
Perinatal Set-Aside funds $107, 656
SAPT Block Grant funds 81,893
TOTAL PAYMENT LIMIT $189,549
No County funds are required.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
This Contractor has been providing substance abuse residential program
services under an automatic extension of the prior Contract #24-429-
11, (as amended by Contract Amendment Agreement #24-429.-12) . Novation
Contract #24-429-13 replaces the six-month automatic extension under
the prior Contract, and assures a vital and important part of the
County's continuum of care for women (including women with children)
who are having alcoholism-related problems.
CONTINUED ON ATTACHMENT: YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITT E
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ON January 4, 1994 APPROVED AS RECOMMENDED XX
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: Chuck Deutschman (313-6350)
CC: Health Services (Contracts) ATTESTED January 4; Y1'994.;
Risk Management :Phil Batchelor;&A Of the Board of
Auditor-Controller Supervisors and County.Administrator
Contractor
Mse2/T-es
BY ��� DEPUTY
Conwra Costa County "A !;:.' Number . 24-429-13
°'Standard Form 1/87 STANDARD .CONTRACT Fund/Org # 5915
(Purchase 6f Services) Account # 2320
NOVATION
1. Contract Identification.
Department: Health Services 1 Substance Abuse Division
Subject: Perinatal Program Services: Tri-County Residential Recovery Program
(Perinatal Set-Aside Federal Block Grant Project)
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: TRI-COUNTY WOMEN'S RECOVERY SERVICES
Capacity: Nonprofit California corporation Taxpayer ID # Not Applicable
Address: 1901 Church Lane, San Pablo, California 94806
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 $189,549.
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 Annual Alcoholism Plan and Program Budget and any
modifications revisions thereof.
9. Legal Authority. This Contract is entered into under and subject to the following legal
authorities: California Government Code Section 26227. ,
10. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA
ATTEST: DPhil Batchelor, Clerk of the Board
BOARD OF SUPERVISORS.--7,P of Supervisors and County Administrator
By—� / By-
Chairman/Designee D
CONTRACTOR
B � �.C�: GL � B
By y
RL!91W-0A1 7-
(Designate business capacity A) (Designate busines capacity B)
Note to Contractor: For corporations (profit or nonprofit), the contract must be signed by two officers. Signature A must be
that of the president or vice-president and Signature B must be that of the secretary or assistant secretary (Civil.Code Section
1190 and Corporations Code Section 313). All signatures must be acknowledged as set forth on page two.
� 1
Contra Costa County Standard Form '1/87
APPROVALS/ACKNOWLEDGEMENT
Number 24-429-13
pP�A
RECOMP:.ENDED B DEPARTMENT V FORM APPROVED
By GGA...J r �- B �
Desi nee
APPROVED: COUNTY ADMINISTRATOR
By
------------
ACKNOWLEDGEMENT
State of California ACKNOWLEDGEMENT (By Corporation,
Partnership, or Individual)
d�P�-c-ra � or-"o �rDFIl
County of �
The person(>4 signing above for Contractor, personally known to me in the
individual or business capacity stated, or proved to me on the basis of
satisfactory evidence to be the ts� atteed individual or the epresentative-�) of the
partnership or corporation named above in the cap, stated, personally
appeared before me today and acknowledged that he/sh /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.
� 3 Dated:
[Notarial Seal]
Notary Pub is Deputy 6cn
y Clerk
DEBRA L.KONIECZNY
QPMy
COMM.#951983 z
z Notary Public-California zzALAMEDA COUNTY -2-
comm.expires JAN 12.1996
Contra Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 24-429-13
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.
[X] 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 $22,000 payable upon demand on or after
July 1, 1993 ; 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
Initials: '>
Contractor County Dept.
1
Contra Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 24-429-13
the Service Plan for determining the allowability of selected items of
costs of providing the services.
[ ] 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 .
[X]' 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 specificed 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.
Initials:_
Contractor County Dept.
2
Contra Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 24-429-13
6. Right to Withhold. County has the right to withhold payment to the Contractor when,
in the opinion of the County expressed in writing to the Contractor, (a) the
Contractor's performance, in whole or in part, either has not been carried out or is
insufficiently documented, (b) the Contractor has neglected, failed or refused to
furnish information or to cooperate with any inspection, review or audit of its
program, work or records, or (c) Contractor has failed to sufficiently itemize or
document its demand(s) for payment.
7. Cost Report and Settlement. No later than forty-five (45) 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. the State's Audit Assistance Guide,
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. ) . Payment Provisions Paragraph 8.
(Audits) notwithstanding, Contractor shall submit a separate annual fiscal year audit
covering each 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 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.
Initials: ard �p
Contractor Coun�y Dept.
3
Contra Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 24-429-13
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
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) of the Payment
Provisions, 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 Alcohol Services Reporting system Manual for County
Alcohol Programs as issued by the State Department of Alcohol and Drug Programs
(Division of Alcohol Program) . 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 $500 (or as otherwise may be authorized by the State) ,
except that part of such costs which can reasonably be charged to depreciation.
Initials:
Contractor County Dept.
4
REVISED BUDGET OF ESTIMATED PROGRAM EXPENDITURES
FISCAL YEAR 1993-94
Number 24-429-13
A. GROSS OPERATIONAL BUDGETS
1. COST CATEGORIES
a. PERSONNEL SALARIES & BENEFITS
(Direct Costs) :
(1) Direct Service Staff Salaries $ 75, 650
(2) FICA/Social Security 6, 021
(3) Unemployment 1, 031
(4) Health Insurance 7, 429
(5) Workers Compensation Insurance 7, 129
(6) Retirement 4 , 345
p (7) SUBTOTAL AMOUNT $101, 605
b. OPERATIONAL COSTS (Direct Costs)
(1) Space Rental $ -0-
(2) Utilities (Water, Electricity) 12 , 300
(3) Phone 3, 300
(4) Maintenance/Minor Facility Repair* 2,500
(5) Liability Insurance 3 , 481
(6) Major Equipment* -0-
(7) Minor Equipment & Supplies* 4, 328
(8) Depreciation (Equipment) 10, 984
(9) Facility/Household Supplies 4, 000
(10) Transportation Expense 1, 100
(11) Auto Insurance 2, 376
(12) Auto Lease 4, 960
(13) •Personal Needs 1, 000
(14) Food** 18, 100
(15) Recreation & Job Search Expenses 100
(16) Staff Development & Conferences 2 , 000
(17) Program Support Materials*** 2,500
(18) Office Supplies, Subscription, & Misc. Expense 1, 700
(19) Outside Printing & Copying 2, 000
(20) Interest Expense 18 , 025
(21) SUBTOTAL AMOUNT 94,754
INDIRECT COSTS (SUBTOTAL AMOUNT) 25, 381
2 . TOTAL GROSS ALLOWABLE PROGRAM COST $221, 740
B. LESS PROJECTED NON-COUNTY PROGRAM REVENUES
(To be collected and provided by Contractor)
1. Client Fees and Insurance $ 32, 191
2 . Grants and Subventions -0-
3 . Donations -0-
4. TOTAL PROJECTED NON-COUNTY PROGRAM REVENUES (32 , 191)
C. NET ALLOWABLE CONTRACT COST $189 , 549
** Food Stamps - $7, 000
Initials:
Contractor Count Dept.
1 -
REVISED BUDGET OF ESTIMATED PROGRAM EXPENDITURES
Fiscal Year 1993-94
Number 24-429-13
* Subject to State limits (see Service Plan Paragraph 2 . )
** Does not include $7, 000 in food expenses funded by Food Stamps which are
also not included in Projected Non-County Program Revenues (Budget
Section B) .
*** Films, audio and video tapes, book and other educational literature.
D. CHANGES IN BUDGET AMOUNTS. Subject to the fiscal year Contract Payment Limit
and to State guidelines, each cost category Subtotal Amount set forth in
Section A. 1. above;
1. May vary by up to loo without approval by County; and
2 . May be changed in excess of loo provided, however, that Contractor has
obtained written authorization prior to May 1st of each fiscal year
period under this Contract from the Department' s Substance Abuse Division
Director before implementing any such budget changes.
E. PROGRAM BUDGET CHANGES. Subject to the fiscal year Contract Payment Limit
and subject to State guidelines, Contractor may make changes in the total
amounts set forth above 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 May 1st of the fiscal
year period under this Contract from the Department ' s Substance Abuse
Division Director or his designee, in accordance with Paragraph H. (Budget
Report) , below, 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. ACCOUNTING FOR FEDERAL FUNDS. The Contract Payment Limit is funded by
Federal Block Grant Funds. Contractor shall:
1. Maintain a clear audit trail for use of these federal funds;
2 . Ensure that these funds are accounted for separately to document that
they have been expended; and
3 . Ensure that these funds are not used to procure services from private-
for-profit providers.
Initials: /gyp I
Contractor County Dept.
2
REVISED BUDGET OF ESTIMATED PROGRAM EXPENDITURES
FISCAL YEAR 1993-94
Number 24-429-13
H. BUDGET REPORT. No later than April 1, 1994 , Contractor shall deliver a
written Budget Report to the Department ' s Substance Abuse Division Director
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 the respective 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) .
Initials: �b
O�
Contractor County Dept.
3
SERVICE PLAN
Number 24-429-13
1. Scope of Services. Contractor shall operate a 15-bed residential
facility, for the Tri-County Women's Alcohol Residential Recovery Program, to
provide alcoholism program services for female residents of Contra Costa County.
Subject to the restrictions and requirements of Contractor's facility license(s) ,
Contractor shall admit to its facility, eligible persons for services who have
substance abuse as a primary problem, and for whom Contractor's facility is an
appropriate placement. Contractor shall make its admissions policy, which is
incorporated herein by reference, available to the public for inspection.
2. Charges for Services. Contractor's charges for services, if allowable,
to clients, or to other persons responsible for clients, shall approximate
estimated actual cost.
3. Service Specifications. During the term of this Contract, Contractor
shall provide alcohol- and drug-free, peer-oriented, Residential Recovery Program
services for female alcoholics, including women with dependent children.
Contractor shall provide the following services for eligible clients hereunder:
a. Room and board;
b. Individual and group recovery planning;
C. Education regarding alcoholism and recovery;
d. Recreational activities;
e. Job search services, including vocational and pre-vocational
counseling;
f. Group and/or community meetings;
g. Educational and support group activities to discuss "women's
issues" and parenting;
h. Coordinated play activities for children;
i. Assistance to mothers in obtaining/coordination childcare and in
obtaining training in parenting skills;
j . Assistance in developing social skills;
k. Appropriate community resource liaison and information and
referral services (including "networking,,) ;
1. Education and referral services regarding HIV infection;
M. Education and referral services regarding Tuberculosis infection
(Clients denied admission based on capacity shall be referred to
another provider of TB services. ) ; and
n. Outreach activities to inform and encourage clients in need of
drug abuse treatment services to undergo such treatment.
Contractor shall keep complete written records, in the form and manner required
by County, of HIV/AIDS/TB educational efforts, referral sources, number of
clients referred, and Outreach activities.
4. Service Unit Definition. A unit of service, for reporting purposes,
shall be defined as the provision of recovery home services for one client in one
residential day (called a "residential bed-day") ; i.e. , any portion of a single
24-hour day ending at 12:00 midnight during which a client receives the
Residential Recovery Home Program services described above. Each child shall be
counted as one client when admitted for residency in the program along with
his/her alcoholic mother or guardian, who shall be counted as a separate client;
i.e. , one child and his/her alcoholic mother shall be counted as two clients.
Initials:
Contractor County Dept.
1
SERVICE PLAN
Number 24-429-13
5. Number of Service Units. Under this Contract, Contractor shall provide
for County 5.475 service units, subject to sufficient referrals by County.
6. Program Objectives and Performance Evaluation. Contractor shall
provide the above 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 Department's Substance Abuse Division and which
is incorporated herein by reference. Contractor's performance under this
contract shall be evaluated by County on the basis of:
a. The degree to which each specified service program objective was
actually achieved,• and
b. The total number of service units that were actually provided by
Contractor hereunder.
7. Performance Report. Contractor shall prepare and submit to the County
such periodic performance progress reports as may be required by County's Health
Services Department Director or his designee. No later than August 31, 1994, 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.
8. Administrative Meetings. Provider shall attend regular administrative
meetings as required by County's Substance Abuse Division Director, or his
designee.
Initials:
Contractor County Dept.
2
SPECIAL CONDITIONS
Number. 24-429-13
1. Novation: The parties having entered into a prior Contract #24-429-11 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) , as
amended by Contract Amendment Agreement #24-429-12, County and Contractor hereby agree to
substitute this Contract #24-429-13 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 #24-429-13.
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 of the 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 as set forth in Payment
Provisions Paragraph 2.d. (Payment Amounts), 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.
Initials:
1 Co tractor County Dept.
SPECIAL CONDITIONS
Number 24-429-13
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, 1994, the term of this Contract
shall be automatically extended from June 30, 1994 through December 31, 1994. During its
extended term, this contract is nevertheless subject to all the terms and conditions
applicable during its initial term, including but not limited to General Conditions Paragraph
5. . (Termination) , except as to payment for services rendered during the extended term. The
purpose of this automatic 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 $94,774 (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 advance of $22,000 payable
upon demand, on or after July 1, 1994, and thereafter, monthly payments as set forth in
Payment Provisions Paragraph 2.d. , subject to the six-month Payment Limit specified above.
C. Contractor shall continue to provide services as set forth in the Service
Plan, subject to any amendments thereto; 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 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.
Initials: 1. —
2 Contractor Co y Dept.
SPECIAL CONDITIONS
Number. 24-429-13
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 500 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
$500 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.
6 Initials: P_
3 Contractor Co a ty Dept.
r .
SPECIAL CONDITIONS
Number 24-429-13
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. 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:
4 Contractor Co ` ty Dept.
Coiltra 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.
1
Contra Costa County Standard Form 1/37
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 S.a. above, in the event that Federal,
State, or other non-County funding for this Contract ceases, this Contract is terminated without notice.
6. Entire 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.
S. Modifications and Amendments.
a. General Amendments. This Contract may be modified or amended by a written document
executed by the Contractor and the Contra Costa County Board of Supervisors or, after Board approval,
by its designee, subject to any required State or Federal approval.
b. Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and
the Service Plan may be amended by a written administrative amendment executed by the Contractor
and the County Administrator or his designee, subject to any required State or Federal approval,
provided that such administrative amendments may not materially change the Payment Provisions or the
Service Plan.
9. Disputes. Disagreements between the County and Contractor concerning the meaning,
requirements, or performance of this Contract shall be subject to final determination in writing by the
head of the County Department for which this Contract is made or his designee or in accordance with
the applicable procedures (if any) required by the State or Federal Government.
2
Contra Costa County Standard Form 1/87
J
GENERAL CONDITIONS
(Purchase of Services)
10. Choice of Law and Personal Jurisdiction.
a. This Contract is made in Contra Costa County and shall be governed and construed in
accordance with the laws of the State of California.
b. Any action relating to this Contract shall be instituted and prosecuted in the courts of
Contra Costa County, State of California.
11. Conformance with Federal and State Regulations and Laws. Should Federal or State regulations
or laws touching upon the subject of this Contract be adopted or revised during the term hereof, this
Contract shall be deemed amended to assure conformance with such Federal or State requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General Conditions, inspections
or approvals, or statements by any officer, agent or employee of the County indicating the Contractor's
performance or any part thereof complies with the requirements of this Contract, or acceptance of the
whole or any part of said.performance, or payments therefor, or any combination of these acts, shall not
relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the County be thereby
estopped from bringing any action for damages or enforcement arising from any failure to comply with
any of the terms and conditions of this Contract.
13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns and
representatives of Contractor. The Contractor shall not enter into subcontracts for any work
contemplated under this Contract and shall not assign this Contract or monies due or to become due,
.without the prior written consent of the County Administrator or his designee, subject to any required
State or Federal approval.
14. Independent Contractor Status. This Contract is by and between two independent contractors and
is not intended to and shall not be construed to create the relationship between the parties of agent,
servant, employee, partnership; joint venture or association.
15. Conflicts of Interest. Contractor, its officers, partners, associates, agents, and employees, shall
not make, participate in making, or in any way attempt to use the position afforded them by this
Contract to influence any governmental decision in which he or she knows or has reason to know that
he or she has a financial interest under California Government Code Sections 87100, et seq., or
otherwise.
16. Confidentiality. Contractor agrees to comply and to require,its officers, partners, associates,
agents and employees to comply with all applicable State or Federal statutes or regulations respecting
confidentiality, including but not limited to, the identity of persons served under this Contract, their
records, or services provided them, and assures that:
a. All applications and records concerning any individual made or kept by Contractor or any
public officer or agency in connection with the administration of or relating to services provided under
this Contract will be confidential, and will not be open to examination for any purpose not directly
connected with the administration of such service.
3
Cointra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
b. No person will publish or disclose or permit or cause to be published or disclosed, any list
of persons receiving services,_except as may be required in the administration of such service. Contractor
agrees to inform all employees, agents and partners of the above provisions, and that any person
knowingly and intentionally disclosing such information other than as authorized by law may be guilty
of a misdemeanor.
17. Nondiscriminatory Services. Contractor agrees that all goods and services under this Contract
shall be available to all qualified persons regardless of age, sex, race, religion, color, national origin, or
ethnic background, or handicap, and that none shall be used, in whole or in part, for religious worship
or instruction.
18. Indemnification. The Contractor shall defend, indemnify,save, and hold harmless the County and
its officers and employees from any and all claims, costs and liability for any damages, sickness, death,
or injury to person(s) or property, including without limitation all consequential damages, from any cause
whatsoever arising directly or indirectly from or connected with the operations or services of the
Contractor or its agents, servants, employees or subcontractors hereunder, save and except claims or
litigation arising through the sole negligence or sole willful misconduct of the County or its officers or
employees. Contractor will reimburse the County for any expenditures, including reasonable attorneys'
fees, the County may make by reason of the matters that are the subject of this indemnification, and if
.requested by the County will defend any claims or litigation to which this indemnification provision
,.,applies at the sole cost and expense of the Contractor.
19. Insurance. During the entire term of this Contract and any extension or modification thereof, the
Contractor shall keep in effect insurance policies meeting the following insurance requirements unless
otherwise expressed in the Special Conditions:
a. Liability Insurance. The Contractor shall provide comprehensive liability insurance,
including coverage for owned and non-owned automobiles, with a minimum combined single limit
coverage of$500,000 for all damages, including consequential damages, due to bodily injury, sickness or
disease, or death to any person or damage to or destruction of property, including the loss of use thereof,
arising from each occurrence. Such insurance shall be endorsed to include the County and its officers
and employees as additional insureds as to all services performed by Contractor under this agreement.
Said policies shall constitute primary insurance as to the County, the State and Federal Governments,
and their officers, agents, and employees, so that other insurance policies held by them or their self-
insurance program(s) shall not be required to contribute to any loss covered under the Contractor's
insurance policy or policies.
b. Workers' Compensation. The Contractor shall provide workers' compensation insurance
coverage for its employees.
C. Certificate of Insurance. The Contractor shall provide the County with (a) certificate(s)
of insurance evidencing liability and worker's compensation insurance as required herein no later than
the effective date of this Contract. If the Contractor should renew the insurance policy(ies) or acquire
either a new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy
at any time during the term of this Contract, then Contractor shall provide (a) current certificate(s) of
insurance.
4
Contra Costa County Standard Form 1/87
. ,
GENERAL CONDITIONS
(Purchase of Services)
d. Additional Insurance Provisions. The insurance policies provided by the Contractor shall
include a provision for thirty (30) days written notice to County before cancellation or material changes
of the above specified coverage.
20. 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 thepossession 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
Aan&(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