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HomeMy WebLinkAboutMINUTES - 01111994 - 1.52 TO: BOARD OF SUPERVISORS FROM:Mark Finucane, Health Services Director Contra By: Elizabeth A. Spooner, Contracts Administrator Costa DATE: December 27, 1993 00 County SUBJECT: Approval of Novation Contract #24-728-56 with Rubicon Programs, Inc. SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION I. RECOMMENDED ACTION: Approve and authorize the Chair, Board of Supervisors, to execute on behalf of the County, Novation Contract #24-728-56 with Rubicon Programs, Inc. , in the amount of $727, 693 , for the period from July 1, 1993 through June 30, 1994, for provision of mental health program services for mentally disturbed adults in West County. This document includes a six-month automatic extension from June 30, 1994 through December 31, 1994 , in the amount of $363 , 847. II. FINANCIAL IMPACT: This Contract is funded in the Health Services Department Budget (Org. #5942) for Fiscal Year 1993-94 by Federal Medi-Cal, County Realignment Funds and additional County funding as follows: $ 314, 228 Federal Medi-Cal (FFP) 314, 228 County/Realignment Funding 99 , 237 County Funding $ 727, 693 TOTAL CONTRACT PAYMENT LIMIT III. REASONS FOR RECOMMENDATIONS/BACKGROUND: On December 17, 199111 the Board of Supervisors approved Novation Contract #24-728-52 (as amended by Contract Amendment Agreements #24- 728-53 , #24-728-54, and #24-728-55) with Rubicon Programs, Inc. , for the period from July 1, 1991 through June 30, 1993 (which includes a six-month automatic contract extension from June 30, 1993 through December 31, 1993) for provision of outreach services for vocational programs, independent living residential treatment services, and habilitative day treatment program services for mentally disturbed adults. Novation Contract #24-728-56 replaces the six-month automatic extension under the prior contract and continues the Contractor's services through June 30, 1994. CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMME ATI OF BOARD CO MITTEE APPROVE OTHER SIGNATURE(S) ACTION OF BOARD ON _ January 11, 1994 APPROVED AS RECOMMENDED XX OTHER VOTE OF SUPERVISORS XX UNANIMOUS (ABSENT 11 ) 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 O Contact: Lorna Bastian (313-6411) F SUPERVISORS ON THE DATE SHOWN. CC: Health Services (Contracts) ATTESTED January 11, 1994 Risk Management P.hit Batchelor,Clerk of the Board of Auditor-Controller Supervisors and County Administrator Contractor M382/7-83 BY p. /%%��/DC 7 DEPUTY ` Contra 'Costa County Number 24-728-56 Standard Form 1/87 STANDARD CONTRACT Fund/Org # 5942 (Purchase of Services) Account # 2320 1. Contract_Identification. NOVATION CONTRACT Other # Department: Health Services - Mental Health Division Subject: Administrative Services for Vocational Programs; Independent Living Outreach Services Program; and Medi-Cal Day Treatment Programs 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: RUBICON PROGRAMS, INC. Capacity: Nonprofit California corporation Taxpayer ID # Not Applicable Address: 2500 Bissell Avenue, Richmond, California 94804 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 $727,693. 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: The Short Doyle/Medi-Cal Manual for the Rehabilitation Option and Targeted Case Management which is incorporated herein by reference and a copy of which is on file in the office of the County's Mental Health Director. 9. Legal Authority. This Contract is entered into under and subject to the following legal authorities: California Government Code Section 26227 and 31000. 10. Signatures. These signatures attest the parties' agreement hereto: COUNTY OF CONTRA COSTA, CALIFORNIA ATTEST: Phil Batchelor, Clerk of the Board BOARD OF'SUPE ISORS of- Supervisors y Su ervisors and Count Administrator By. / 2_x�° _ n/r g ee - e ut CONTRACTOR B y y lj2k a d ai Board Secretary (Designate business capacity A) (Designate business 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. Contra Costa County Standard Form 1/87 APPROVALS/ACKNOWLEDGEMENT Number 24-728-56 APPROVALS RECOMMENDED BY DEPARTMENT FORM APPROVED 4By B Designee APPROVED: COUNTY ADMINISTRATOR By �. ACKNOWLEDGEMENT State of California ACKNOWLEDGEMENT (By Corporation, Partnership, or Individual) County of The person signing above for Contractor, personally known to me in the individual or business capacity(i,&9') stated, or proved to me on the basis of satisfactory evidence to be the stated individual or the representative(ZI of the partnership or corporation named above in the capacity( W stated, personally appeared before me today and acknowledged that hefsil}ey 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: CQ.f " U, [Notarial Seal] 1SISddo4�§i�IIt>� 1 Notary ublic/Deputy Coun Clerk OFFtC.AL SEAL R AMY NOTAM N.. •:: ;l1rORNIA CITY & COUNTY 0;SAN FRANCISCO -2 My Commission Expires Dec. 23, 1994 ulNt{tlE(IUIWBItU1tl111lIINI161111tltfti61111111tCi10�7UiY�i1llIIIIItIClrr7ltl CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA ) COUNTY OF Contra Costa ) On 12/23/93 before me, Janice M. Straus DATE NAME,TITLE OF OFFICER-E.G.,"JANE DOE,NOTARY PUBLIC,, personally appeared, *****Ellen M. Paasch***** personally known to me (or proved to me on the basis of satisfactory evi ence)to be the person(S}whose name( is/are subscribed to the within instrument and acknowledged to me that Ie/M h"executed the same in,his/her/t authorized capacity(ies), and that by Ms/her/thele signatureN) on the instrument the person(sl�, or the entity upon behalf of which.the personN) acted, executed the instrument. WITNESS my hand and official seal. JANICE M. STRAUS a \� COMM. #983589 LU NOIARY PUBLIC-CALIFORNIA D ` elm CONTRA COSTA COUNTY CCmtn E.ri)!res Jan.31. 1997 (SEAL) NOTARY PUBLIC SIGNATURE OPTIONAL INFORMATION TITLE OR TYPE OF DOCUMENT DATE OF DOCUMENT NUMBER OF PAGES SIGNER(S) OTHER THAN NAMED ABOVE Contra Costa County PAYMENT PROVISIONS (Cost Basis Contracts) Number 24-728-56 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. (1) A one-time-only payment of $90,961 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 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. Initials:_ V ®XJ Contractor County Dept. 1 Contra Costa County PAYMENT PROVISIONS (Cost Basis Contracts) Number 24-728-56 [ ] 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) . [ J Appendix E Subpart Q Section 74.173 shall be used for determining costs of research, development work, and other activities for determining allowable costs. [R] b. Such State regulations and documents as are set forth in this Contract regarding accounting guidelines, including standards for determining allowable or non-allowable costs. [ ] C. Part IV Department of Labor, Employment and Training administration, 20 CFR Part 674, Section 674.402 and any amendments thereto; and California Department of Aging Title V Operations Handbook, 1987, Section 505.4 and any amendments thereto. 4. Payment Demands. Contractor shall submit written demands. Said demands shall be made on County Demand Form D-15 and in the manner and form prescribed by County. Contractor shall submit said demands 'for payment no later than 30 days from the end of the month in which the contract services upon which such demand is based were actually rendered. Upon approval of said payment demands by the head of the County Department for which this Contract is made, or his designee, County will make payments as specified in Paragraph '2. (Payment Amounts) above. 5. Penalty for Late Submission. When Contractor fails to submit to County a timely demand for payment as 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. 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. Initials: /L< Contractor County Dept. 2 Contra Costa County PAYMENT PROVISIONS (Cost Basis Contracts) Number 24-728-56 7. Cost Report and Settlement. No later than sixty (60) 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. Audits. The records of the Contractor may be audited by the County, state, or United States government, in addition to any certified cost report or audit required by the Service Plan. Any certified cost report or audit required by the Service Plan shall be submitted to County by Contractor within such period of time as may be expressed by applicable State or Federal regulations, policies or contracts, but in no event later than four (4) months from the end of each fiscal year period under this Contract. If such audit(s) show that the payments made by County exceed the allowable costs that have actually been incurred by Contractor under this Contract, including any adjustments made pursuant to Paragraph 7. (Cost Report and Settlement) , then Contractor shall pay to County within 30 days of demand by County any such excess amount. If such audit(s) show that the allowable costs that have actually been incurred by Contractor under this Contract exceed the payments made by County, including any adjustments made pursuant to Paragraph 7. (Cost Report and Settlement) , then County agrees to pay to Contractor any such excess amount, provided that the payments made, together with any such excess payment, may not exceed the contract payment limit. 9. A-133 Audit. If Contractor is funded by $25,000 or more in federal grant funds in any fiscal year from any source, Contractor shall provide to County at Contractor's expense an audit conforming to the requirements set forth in the most current version of Office of Management and Budget Circular A-133. If Contractor is funded by $25,000 to $100,000 in federal grant funds in any fiscal year from any source, Contractor shall arrange for conduct of the federally-required audit biennially and shall submit the audit to County in the time, form, and manner required by the most current version of Office of Management and Budget Circular A-133 and by County. If Contractor is funded by $100,000 or more in federal grant funds in any fiscal year from any source, Contractor shall arrange for the audit to County in the time, form, and manner required by the' most current version of Office of Management and Budget Circular A-133 and by County. Contractor is solely responsible for arranging for the conduct of the audit, and for its cost, and County may withhold the estimated cost of the audit or 10 percent of the contract amount, whichever is larger, or the final payment, from Contractor until County receives the audit from Contractor. 10. A-110 Audit. Contractor shall provide County with an annual audit by a Certified Public Accountant or Public Accountant, verifying the cost reports submitted under the Payment Provisions of this Contract. Said audit shall be performed in accordance with generally accepted audit standards, including Federal OMB Circular A-110 which applies 1�At �, Initials: Contractor County Dept. 3 Contra Costa County PAYMENT PROVISIONS (Cost Basis Contracts) Number 24-728-56 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 period audit covering each fiscal year period ending on June 30th under this Contract. Contractor shall submit such annual audit to County no later than 120 days following the end of each 12-month fiscal year period hereunder. 11. Audit Exceptions. In addition to its obligations under Paragraph 8. (Audits) , Paragraph 9. (A-133 Audit) , and Paragraph 10 (A-110) above, Contractor agrees to accept responsibility for receiving, replying to, and/or complying with any audit exceptions by appropriate County, State or Federal audit agencies occurring as a result of its performance of this Contract. Contractor also agrees to pay to the County within 30 days of demand by County the full amount of the County's obligation, if any, to the State and/or Federal government resulting from any audit exceptions, to the extent such are attributable to the Contractor's failure to perform properly any of its obligations under this Contract. 12. 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 Cost Reporting/Data Collection Manual, Chapter II (Accounting Standards and Guidelines) , including Short-Doyle Allowable/Unallowable Costs, as issued by the State Department of Mental Health. Allowable costs shall not include remodeling and/or equipment purchases as to any item which has a useful life in excess of three years and/or a value in excess of $300 (or as otherwise may be authorized by the State) , except that part of such costs which can reasonably be charged to depreciation. Initials: b` Contractor County Dept. 4 BUDGET OF ESTIMATED PROGRAM EXPENDITURES (Short-Doyle Medi-Cal Programs) Number 24-728-56 I. NON-MEDI-CAL PROGRAMS A. GROSS OPERATIONAL BUDGETS VOCATIONAL OUTREACH 1. COST REIMBURSEMENT CATEGORIES PROGRAM a. PERSONNEL SALARIES & BENEFITS $ 42,847 b. OPERATIONAL COSTS (Direct Costs) $ 16,307 c. INDIRECT COSTS (SUBTOTAL AMOUNT) $ 8,066 2. TOTAL GROSS ALLOWABLE PROGRAM COST 67 220 B. LESS PROJECTED NON-COUNTY PROGRAM REVENUE <$ 53,755> (To be collected and provided by Contractor) C. NET ALLOWABLE FISCAL YEAR COST (Fiscal Year Payment Limit) 13 465 II. MEDI-CAL PROGRAMS A. GROSS OPERATIONAL BUDGETS RUBICON SYNTHESIS TREATMENT TREATMENT 1. , COST REIMBURgEMENT CATEGORIES PROGRAM PROGRAM a. PERSONNEL SALARIES & BENEFITS $283,139 $170,081 b. OPERATIONAL COSTS (Direct Costs) $163,571 & 70,127 c. INDIRECT COSTS (SUBTOTAL AMOUNT) $ 60,769 $ 32,756 2. TOTAL GROSS ALLOWABLE PROGRAM COST507 479 272 964 B. LESS PROJECTED NON-COUNTY PROGRAM REVENUE <$ 63,393> <$ 2,822> C. NET ALLOWABLE FISCAL YEAR COST (Fiscal Year Payment Limit) $444,08 ,6 270 142 III. OTHER BUDGET PROVISIONS A. CHANGES IN COST CATEGORY AMOUNTS. Subject to the Total Fiscal Year Payment Limit for each Fiscal Year period under this Contract, and subject to State guidelines, each cost category Subtotal Amount set forth above: 1. May vary up to 15% in any fiscal year without approval by County; and 2. May be changed in excess of 15% in any fiscal year period provided, however, that Contractor has obtained written authorization prior to Mary-4-t that Fiscal Year Initials: ' Contractor County Dept. 1 BUDGET OF ESTIMATED PROGRAM EXPENDITURES (Short-Doyle Medi-Cal Programs) Number 24-728-56 period under this Contract from the Department's Mental Health Division Director before implementing any such budget changes. B. NET PROGRAM BUDGET SUMMARY VOCATIONAL OUTREACH PROGRAM 1. NON-MEDI-CAL PROGRAMS TOTAL FISCAL YEAR PAYMENT LIMITS 13 465 RUBICON TREAT. SYNTHESIS TREAT. 2. MEDI-CAL PROGRAMS PROGRAM PROGRAM a. Max. Short-Doyle Reimbursement (MSR) $263,305 $136,695 b. Base Fed. Medi-Cal Reimbursement* (Federal Financial Participation (FFP) : 50% Share) $180,781 133 447 c. TOTAL FISCAL YEAR PAYMENT LIMIT 444 086 270 142 3. TOTAL CONTRACT PAYMENT LIMIT 727,693 * Contractor shall be responsible to generate this amount in MediCal FFP Revenue (50% of the total Medi-Cal billing) . In the event that FFP received is less than this amount, the Contract Payment Limit will be reduced by the difference between this amount and the actual FFP amount received. C. SEPARATE PROGRAM PAYMENT LIMITS. Adjustments in County' total payments to Contractor, in accordance with the Payment Provisions, shall be limited to each Total Fiscal Year Payment Limit set forth for each program; funds budgeted above for one service program may not be transferred to or expended under any of the other service programs. D. 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. E. BUDGET REPORT. No later than April 30th of each fiscal year period under this Contract, Contractor shall deliver a written Budget Report, in the form and manner required by County, to the Department's Health Services Director or his/her designee. Contractor shall include in its Budget Report a complete copy of any revision of the Budget of Estimated Program Expenditures, an explanation of any program budget and/or revenue changes, and a request for written authorization to implement any of the changes. Initials: Contractor nitials:Contractor County Dept. 2 SERVICE PLAN Number 24-728-56 1. Scope of Services. During the term of this Contract, Contractor shall provide vocational outreach services; day treatment habilitative services at two sites; medication support services; mental health services, crisis services; and case management services for seriously and persistently mentally ill adults 18 years of age and older. Contractor's programs shall be carried out as set forth in the Work Plan which is incorporated herein by reference, a copy of which is on file in the office of the County's Mental Health _Director and a copy of which County has furnished to Contractor. Contractor shall make its Admissions and Service Delivery Policies, which are incorporated herein by reference, available to the public for inspection. 2. Charges for Services. If otherwise lawful, Contractor may charge clients, or other persons responsible for clients, for services rendered. Such charges shall approximate estimated actual cost, in accordance with The Short Doyle/Medi-Cal Manual for the Rehabilitation Option and Targeted Case Management and with The California Department of Mental Health Cost Reporting and Data Collection Manual. 3. Reports. a. Progress Reports . Contractor shall submit to County's Health Services Director, or his designee, regular written progress reports, data collection reports and expenditure reports, in the time, form and manner required by County. b. Final Report. Contractor shall submit on or before August 15, 1994, to County's Health Services Director, or his designee, a written Final Activity Report which shall include, but not be limited to, an evaluation of the quantity, quality, and impact of the work undertaken in conducting services provided under this Contract. C. Evaluations and Other Data Collection Processes. County shall include Contractor in the design, planning, and implementation of any evaluation or data collection process undertaken by County regarding Contractor's program operations and services. County's Mental Health Division shall facilitate provision to Contractor of summary information and reports pertaining to Contractor's program activity and performance in as timely a manner as is feasible. Such materials shall include, but not be limited to, appropriate County Mental Health Information System reports, summaries of data supplied by Contractor, results of evaluations of Contractor's services, County's Annual Performance Contract, and reports to the State of California regarding mental health services. 4. Right of Inspection. Upon County's request, Contractor shall make available to County's Mental Health Director or her designee for review, all records and materials relevant to the documentation of services provided under this Contract. In addition, as requested by County, Contractor shall assist County's designated Contract Monitor in conducting site visits. 5. Clearances for Physicians and Clinical Psychologists. Prior to hiring as an employee (or otherwise procuring the services of or contracting with) any physician or licensed psychologist to provide services under this Contract, Contractor shall make a formal inquiry to the California State Board of Medical Quality Assurance (BMQA) pursuant to Section 805.5 of the California Business and Professions Code in order to determine whether or not that person has been denied staff privileges, has been removed from a medical staff, or has had his/her staff privileges or license restricted, suspended, or revoked, as provided by Section 805 of the Business and Professions Code. Contractor shall make such inquiry regarding any physician or licensed psychologist who is currently employed by or under contract with Contractor, if Contractor has not yet made such inquiry. Should Contractor obtain an adverse report from BMQA regarding any physician or psychologist and should Contractor still desire to employ or contract with such person to provide services under this Contract, Contractor shall notify County's Mental Health Director within 15 working days subsequent to obtaining an adverse report on such a person and at least 15 working days prior to allowing such a person who is newly employed or stained to start work. Initials: Lv!--- Contractor County Dept. SPECIAL CONDITIONS Number: 24-728-56 1. Novation. The parties having entered into a prior Contract # 24-728-52 (as amended by Amendment Agreements #24-728-53, #24-728-54 and #24-728-55) for the period from July 1, 1991 through June 30, 1993 (which contained provision for an automatic six-month Contract extension for the period from July 1, 1993 through December 31, 1993) , County and Contractor hereby agree to substitute this Contract #24-728-56 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 #24-728-56. 2. 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 $363,847 (the six-month Payment Limit) and County's total payments to Contractor for said six-month extension shall not exceed this six-month Payment Limit, subject, nevertheless, to the aforesaid novation or renewal contract. b. County shall pay Contractor a one-time-only payment of $90,961 payable upon demand on or after July 1, 1994, and thereafter, monthly payments in accordance with Payment Provisions 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 shall be prorated for the six-month period. d. 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) . 3. 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. Initials: 456 Contractor County Dept. 1 SPECIAL CONDITIONS Number: 24-728-56 4. Maintenance of Effort. Contractor shall not use any funds provided by this Contract to supplant, substitute for, or otherwise replace any other funds that Contractor may have been expending or otherwise using to support Contractor's activities of any kind. 5. 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) . 6. 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: iiv - Ah Contractor County Dept. 2 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. Reporting Requirements. Pursuant to Government Code Section 750, 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 CONDMONS (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 thein- 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 CONDMONS (Purchase of Services) d. Additional Insurance Provisions. The insurance policies provided by the Contractor shall include a provision for thirty (30) days written notice to County before cancellation or material changes of the above specified coverage. 20. Notices. All notices provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the County shall be addressed to the head of the County Department for which this Contract is made. Notices to the Contractor shall be addressed to the Contractor's address designated herein. The effective date of notice shall be the date of deposit in the mails or of other delivery, except that the effective date of notice to the County shall be the date of receipt by the head of the County Department for which this Contract is made. 21. Primacy of General Conditions. Except for Special Conditions which expressly supersede General Conditions, the Special Conditions (if any) and Service Plan do not limit any term of the General Conditions. 22. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under-this Contract will be purchased by County under a new contract following expiration of termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure to continue purchase of all or any such services from Contractor. 23. Possessory Interest. If this Contract results in the Contractor having" possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue & Taxation Code Section 1077), 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