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HomeMy WebLinkAboutMINUTES - 01041994 - 1.68 TO: BOARD OF SUPERVISORS FROM: Mark Finucane, Health Services Director Y Contra By: Elizabeth A. Spooner, Contracts Administrator WS♦a DATE: December 17, 1993 County SUBJECT: Approval of Novation Contract #24-409-11 with West Contra Costa Youth Services Bureau 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 #24-409-11 with West Contra Costa Youth Services Bureau, in the amount of $62,086, for the period from July 1, 1993 through June 30, 1995, for provision of community-based substance abuse/AIDS educational activities, and for continued expansion of support networks for women and children who have been adversely impacted as a result of drug abuse. This document includes an automatic six-month extension through December 31, 1995, in the amount of $11,500. II. FINANCIAL IMPACT: This Contract is funded by Federal funds and Drug Free Schools and Community (DFSC) funds as follow: FY 1993-94 FY 1994-95 Federal SAPT Block Grant Funding $25,001 $23,001 Drug Free Schools and Community Funding (one-time-only) 14,084 -0- Total Contract Payment Limit $39,085 $23,001 III. REASONS FOR RECOMMENDATIONS/BACKGROUND: The West Contra Costa Youth Service Bureau has been providing drug abuse prevention services under an automatic extension of Contract #24-409-10. Novation Contract #24-409-11 replaces the six-month automatic extension under the prior contract, and allows the Contractor to continue to expand and provide support services for women recognized as child caregivers of chemically dependent parents, and high risk pregnant or parenting teens, through June 30, 1995. CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMEN TI N OF BOARD C MMITTEE 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: Chuck Deutschman (313-6350) CC: Health Services (Contracts) ATTESTED January 4, 1994 Risk Management Phil Batchelor,Clerk of the Board of Auditor-Controller Suvervisors and County Administrator Contractor M382/7-83 BY DEPUTY A 68' Contra Costa County STANDARD CONTRACT Number 24-409-11 PStandtrd Form 1/87 (Purchase of Services) Fund/Org # 5936 NOVATION Account # 2320 1. Contract Identification. Department: Health Services - Substance Abuse Division Subject: Drug Abuse Prevention/Support Services for Women Providing Care to Children of Chemically Dependent Parents (Federal Women's Set-Aside Funds) 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: THE WEST CONTRA COSTA YOUTH SERVICE BUREAU Capacity: Nonprofit California corporation Taxpayer ID # Not Applicable Address: 1300 Amador Street, Room 18, San Pablo, California 94806 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 exceed6S 2,086. 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. Proiect.- 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 Substance Abuse Services/Program Plan and Budget and any modifications or revisions thereof, a copy of which is on file in the offices of County's Substance Abuse Division. 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: Phil Batchelor, Clerk of the Board BOARD OF SUPERVISORS of Supervisors and County Administrator By By IV Chairman/Designee eputy CONTRACTOR T ` By By W--- (Designate business capacity A) (Designate bus tiess capacity B) Note to Contractor: For corporations (profit or nonprofit), the contract must be signed by tvo officers. Signature A must be that of the president or vice-president and Signature B must be that of the secretary or assistant secretary (Civil Code Section 1190 and Corporations Code Section 313). A11 signatures must be aelmowledged as set forth on page two. r , Contra Costa County Standard Form 1/87 APPROVALS/ACKNOWLEDGEMENT Number 24-409-11 APPROVALS RECOMMENDED BY PARTMENT FORM APPROVED By �� l/ By Designee APPROVED: COUNTY ADMINISTRATOR By '-� 14'1-� ACKNOWLEDGEMENT State of California ACKNOWLEDGEMENT (By Corporation, Partnership, or Individual) County of The person(s) signing above for Contractor, personally known to me in the individual or business capacity(ies) stated, or proved to me on the basis of satisfactory evidence to be the stated individual or the representatives) of the partnership or corporation'named above in the capacity(ies) stated, personally appeared before me today and acknowledged that he/she/they executed it, and acknowledged to me that the partnership named above executed it or acknowledged to me that the corporation named above executed it pursuant to its bylaws or a resolution of its board of directors. Dated: / �J 3 [Notarial Seal] otary A ublic/Deputy County Clerk °^ Jd , 771'[SEIVHENNE 0 a . x,1000030 -� Hi h- NOT�,�;; r--i'auC-CAUFORNIA _2- CCNTPA COSTA COUMY p aqy Comm.Expires Aug.15.1997 �ontra. Costa County PAYMENT PROVISIONS (Cost Basis Contracts) Number 24-409-11 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" . [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 $3,257 payable upon demand on or after July 1, 1993; a one-time-only payment of $1,917 payable upon demand on or after July 1, 1994; and (2) Monthly payments in an amount equal to 90% of Contractor's allowable contract costs which have actually been incurred and/or paid by Contractor each month (i.e. , reimbursement in arrears for 90% of 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 jut actor County Dept. 1 Contra. Costa County PAYMENT PROVISIONS (Cost Basis Contracts) Number 24-409-11 the Service Plan for determining the allowability of selected items of costs of providing the services. [ J 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: _ /'Ay r1in ractor ounty Dept. 2 Contra Costa County PAYMENT PROVISIONS (Cost Basis Contracts) Number 24-409-11 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: &2.= d9v /Intrz�_ctor C unty Dept. 3 Contra, Costa County PAYMENT PROVISIONS (Cost Basis Contracts) Number 24-409-11 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 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 Drug Program Fiscal Systems Manual, Chapter II (Accounting Standards and Guidelines) , and Table I (Drug Program Reimbursement Standards) , as issued by the Division of Drug Programs of the State Department of Alcohol and Drug 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 $500 (or as otherwise may be authorized by the State) , except that part of such costs which can reasonably be charged to depreciation. Initials: G� /Cntractor unty Dept. 4 BUDGET OF ESTIMATED PROGRAM EXPENDITURES Number 24-409-11 A. GROSS OPERATIONAL BUDGET 1. COST REIMBURSEMENT CATEGORIES a. PERSONNEL SALARIES & BENEFIT FY 1993-94 FY 1994-95 (Direct Costs) : (1) Direct Service Staff Salaries $ 16,621 $ 10,546 (2) Administrative Staff Salaries* 7,817 4,686 (3) Unemployement Insurance 217 138 (4) FICA 1,272 807 (5) Pension -0- -0- (6) Health Insurance/Benefit Package 953 344 (7) Workers Compensation Insurance $ 130 246 (8) SUBTOTAL AMOUNT $ 27,010 $ 16,767 b. OPERATIONAL COSTS (Direct Costs) (1) Space $ 2,057 $ 1,885 (2) Phone 1,250 1,050 (3) Supplies 1,200 600 (4) Outside Services/Consultation 12,700 4,700 (5) Staff Travel 1,135 1,135 (6) Training/Education 500 500 (7) Advertising/Educational Material 550 550 (8) Copying/Printing 500 500 (9) SUBTOTAL AMOUNT $ 19,892 $ 10,920 c. INDIRECT COSTS (SUBTOTAL AMOUNT) -01- -0- 2. TOTAL GROSS ALLOWABLE PROGRAM COST 46 902 27,687 B. LESS PROJECTED NON-COUNTY PROGRAM REVENUE (To be collected and provided by Contractor) 1. Client Fees and Insurance $ -0- -0- 2. Grants and Subventions -0- -0- 3. Donations -0- -0- 4. Other (specify California Youth Authority) 7.817 4,686 5. TOTAL PROJECTED-NON-COUNTY PROGRAM REVENUE ($ 7,817) ($ 4,686) C. NET ALLOWABLE FISCAL YEAR COST (Fiscal Year Payment Limits) $ 39.085 23,001 Initials: o� n ractor C unty Dept. 1 BUDGET OF ESTIMATED PROGRAM EXPENDITURES Number 24-409-11 * 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. ** Subject to State limits D. CHANGES IN COST CATEGORY AMOUNTS. Subject to the 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 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 Substance Abuse Division Director, or his designee, before implementing any such budget changes. E. PROGRAM BUDGET CHANGES. Subject to each 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 April 5th of each fiscal year period hereunder from the Department's Substance Abuse Division Director in accordance with Paragraph I. (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. TWO-YEAR CONTRACT CONDITIONS. 1. This Contract covers two fiscal year periods as follows: Fiscal Year Period FY Payment Limits a. FY 1993-94 (July 1, 1993 - June 30, 1994) $ 39,085 b. FY 1994-95 (July 1, 1994 - June 30, 1995) 23.001 TOTAL CONTRACT PAYMENT LIMIT $ 62,086 Initials: ntractor 6ounty Dept. 2 BUDGET OF ESTIMATED PROGRAM EXPENDITURES Number 24-409-11 2. 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 12-month 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. ACCOUNTING FOR FEDERAL FUNDS. The Contract Payment Limit is funded by Federal Block Grant Funds. Contractor shall: 1. Maintain a clear audit trail for the 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. I. Budzet Report. No later than April 1st of each fiscal year period under this Contract, 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 this 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 each 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: retractor C unty Dept. 3 SERVICE PLAN Number 24-409-11 1. Scope of Services. Contractor shall provide AIDS .education/prevention and drug abuse prevention services and engage in activities which will expand the support network of women and children who have been impacted as a result of drug abuse. Women who provide care to children of chemically dependent parents and high risk pregnant, or parenting, teens and adults will be the program focus. Contractor shall provide services to said network which consists of "primary" and "secondary" child caregivers. "Secondary" child caregivers are defined as female relatives and friends of the "primary" child caregiver. The "primary" child caregiver is defined as the person actually responsible for the child's care, but who is not the child's parent (e.g. , the child's elderly grandmother) . "Child" will be defined to include teen parent. The Contractor will provide education and outreach services to high risk youth and their families. Neighborhoods will be targeted with high numbers of reported social indicators used to determine high risk factors. 2. Service Specifications. Contractor's activities shall include, but not be limited to, the following: a. Outreach Services: Contractor shall: (1) Make not less than ten presentations to churches, community-based organizations, service clubs, etc. , regarding drugs, their impact on women and the family, co-dependency, and women who are chemically dependent or in recovery, and shall recruit those persons for attendance in the workshops and conference described in Paragraph 2. , b. (Primary Prevention Services) , below. (2) Produce and distribute, to appropriate community organizations, 200 copies of a flyer advertising each workshop location listed in Paragraph 2. ,b. , below. (3) Produce and distribute, to appropriate community organizations, 200 copies of a flyer advertising the community conference described in Paragraph 2. ,b. , below. (4) Make not less than eight presentations to churches and youth groups regarding HIV/AIDS and the impact on youth and families. (5) Arrange a social gathering with a holiday theme for workshop participants. b. Primary Prevention Services. Contractor shall: (1) Collaborate with three community-based agencies, to design, coordinate and develop curriculum for a series of five two-hour community forums for the program's targeted populations (30 to 50 persons each) , to be held in five West County locations. Workshop topics shall include, but not be limited to, the following: (a) Theories of addiction and their cultural relevance; (b) HIV/AIDS: What is it?; (c) Children, adolescents and the HIV/AIDS epidemic; (d) Enhancing communication skills to involve women in recovery with estranged family members; Initials: 1 ntractor 06unty Dept. SERVICE PLAN Number 24-409-11 (e) AIDS! Who Me?; (f) Effecting parenting skills development; (g) Grandmothers as caregivers; (h) Establishing/re-establishing self-worth; (i) Development of time and money management skills; (j) Violence: The impact on the survivors of murder victims; and (k) Stress reduction techniques. (2) Hold five community forums in each of the following areas of West Contra Costa County: Parchester Village; Easter Hill; Iron Triangle; Bayo Vista; and San Pablo. (3) Sponsor, in conjunction with two or more service providers, neighborhood councils, and homeowners associations, a community conference for approximately 150 attendees, designed to attract community activists and families of women and children who are in recovery. The subject of the conference will address the need to include and support community and family acceptance of women in recovery and people affected by HIV/AIDS. 3. Service Unit Definition. In the reports required by Paragraph 6. (Performance Reports) of this Service Plan, Contractor shall submit monthly reports, in the form and manner required by County, describing the number of primary prevention service units rendered. The number of primary prevention service units shall be calculated by multiplying the number of professional agency staff in attendance at a prevention activity by the number of clients/community participants. ` 4. Number of Service Units. During each fiscal year period under this Contract and subject to sufficient referrals by County and other authorized referral sources, Contractor shall provide for County between July 1st and June 30th, not less than 900 primary prevention units of service as set forth in Paragraph 2. ,b. , above. 5. 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 Drug Abuse Administration 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. Initials: 2 ntractor ounty Dept. SERVICE PLAN Number 24-409-11 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 Contract Performance Report, in the form and manner prescribed by County's Department Director, or his designee. 7. Charges for Services. Contractor's charges for services, if allowable, to clients, or to other persons responsible for clients, shall approximate estimated actual cost and shall be subject to the following legal authorities: Welfare and Institutions Code Sections 5717 and 5718; California Code of Regulations, Title 9, Section 524; and Health and Safety Code Chapter 4, Section 11991.5 Contractor shall utilize the guidelines and procedures established by the State and County for determining client fees and payment liability, including, but not limited to, the State's Audit Assistance Guide and Drug Program Fiscal System Manual. Initials: — 3 retractor County Dept. SPECIAL CONDITIONS Number 24-409-11 1. Novation. The parties having entered into a prior Contract #24-409-10 for the period from July 1, 1992 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 #24-409-11 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 #24-409-11. 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. Contractor shall submit to County no later than sixty (60) days following the end of each fiscal year period under this Contract, a cost report in the form and manner required by County, showing the allowable costs that have actually been incurred by Contractor for the respective fiscal year period hereunder. 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, County will remit any such excess amount to Contractor, provided that the payments made, together with any such excess amount, may not exceed the net 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 within thirty (30) days of notification by County. 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 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. " 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 $11,500 (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. Initials: �It�r`Vctor ounty Dept. 1 SPECIAL CONDITIONS Number 24-409-11 b. County shall pay Contractor a one-time-only payment of $2,000 payable upon demand on or after July 1, 1995, and thereafter, monthly payments in accordance with Payment Provisions Paragraph 2. (Payment Amounts) , 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. 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. Initials: 14 /0nt actor C unty Dept. 2 SPECIAL CONDITIONS Number 24-409-11 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. 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: f ntractor d1ounty Dept. 3 Contra Costa County Standard Form 1187 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. ReportingrRgquirements. 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 1/87 GENERAL CONDITIONS (Purchase of Services) 5. Termination. a. Written Notice. This Contract may be terminated by either party, at their sole discretion, upon thirty-day advance written notice thereof to the other, and may be cancelled immediately by written mutual consent. b. Failure to Perform. The County, upon written notice to Contractor, may immediately terminate this Contract should the Contractor fail to perform properly any of its obligations hereunder. In the event of such termination, the County may proceed with the work in any reasonable manner it chooses. The cost to the County of completing Contractor's performance shall be deducted from any sum due the Contractor under this Contract, without prejudice to the County's rights otherwise to recover its damages. C. Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the event that Federal, State, or other non-County funding for this Contract ceases, this Contract is terminated without notice. 6. Entire Agreement. This Contract contains all the terms and conditions agreed upon by the parties. Except as expressly provided herein, no other understanding, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto. 7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures and budgets required by this Contract, including but not limited to, monitoring, evaluating, auditing, billing, or regulatory changes, may be developed and set forth in a written Informal Agreement between the Contractor and the County. Such Informal Agreements shall be designated as such and shall not be amendments to this Contract except.to the extent that they further detail or clarify that which is already required hereunder. Such Informal Agreements may not enlarge in any manner the scope of this Contract, including any sums of money to be paid the Contractor as provided herein. Informal Agreements may be approved and signed by the head of the County Department for which this Contract is made or his designee. 8. Modifications and Amendments. a. General Amendments. This Contract may be modified or amended by a written document executed by the Contractor and the Contra Costa County Board of Supervisors or, after Board approval, by its designee, subject to any required State or Federal approval. b. Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and the Service Plan may be amended by a written administrative amendment executed by the Contractor and the County Administrator or his designee, subject to any required State or Federal approval, provided that such administrative amendments may not materially change the Payment Provisions or the Service Plan. 9. Disputes. Disagreements between the County and Contractor concerning the meaning, requirements, or performance of this Contract shall be subject to final determination in writing by the head of the County Department for which this Contract is made or his designee or in accordance with the applicable procedures (if any) required by the State or Federal Government. 2 Contra Costa County Standard Form 1187 GENERAL CONDITIONS (Purchase of Services) 10. Choice of Law and Personal Jurisdiction. a. This Contract is made in Contra Costa County and shall be governed and construed in accordance with the laws of the State of California. b. Any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, State of California. 11. Conformance with Federal and State Regulations and Laws. Should Federal or State regulations or laws touching upon the subject of this Contract be adopted or revised during the term hereof, this Contract shall be deemed amended to assure conformance with such Federal or State requirements. 12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General Conditions, inspections or approvals, or statements by any officer, agent or employee of the County indicating the Contractor's performance or any part thereof complies with the requirements of this Contract, or acceptance of the whole or any part of said performance, or payments therefor, or any combination of these acts, shall not relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the County be thereby estopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract. 13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract or monies due or to become due, without the prior written consent of the County Administrator or his designee, subject to any required State or Federal approval. 14. Independent Contractor Status. This Contract is by and between two independent contractors and is not intended to and shall not be construed to create the relationship between the parties of agent, servant, employee, partnership, joint venture or association. 15. Conflicts of Interest. Contractor, its officers, partners, associates, agents, and employees, shall not make, participate in making, or: in any way attempt to use the position afforded them by this Contract to influence any governmental decision in which he or she knows or has reason to know that he or she has a financial interest under California Government Code Sections 87100, et seq., or otherwise. 16. Confidentiality. Contractor agrees to comply and to require its officers, partners, associates, agents and employees to comply with all applicable State or Federal statutes or regulations respecting confidentiality, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that: a. All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purpose not directly connected with the administration of such service. 3 Contra Costa County Standard Form 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. PossPssory 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 Benericiaries. 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.