HomeMy WebLinkAboutMINUTES - 12191995 - C65 ATO: BOARD OF SUPERVIS RS 45
FROM:
Contra
Mark Finucane, Health Ser ices Director Costa
DATE: December 4, 1995 County
SUBJECT: Approval for Novation Contract #24-308-19 with
Early Childhood Mental Health Programs, Inc.
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION:
Approve and authorize the Health Services Director, or his designee
(Lorna Bastian) , to execute on behalf of the County, Novation Contract
#24-308-19 with Early Childhood Mental Health Programs, Inc. , for the
period from July 1, 1995 through June 30, 1996, with a payment limit
of $155, 636, for continuation of the Infant/Parent Program for young
children and their families in West County. This Contract includes a
six-month automatic contract extension through December 31, 1996, in
the amount of $77, 818 .
II. FINANCIAL IMPACT:
This Contract is funded in the Health Services Department Budget (Org.
#5952) for Fiscal Year 1995-96 by Federal Medi-Cal and County/
Realignment funds, as follows: .
$ 76, 636 Federal Medi-Cal (FFP)
79 ,000 County/Realignment Funding
$155, 636 TOTAL CONTRACT PAYMENT LIMIT
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
On December 6, 1994, the Board of Supervisors approved Novation
Contract 24-308-18 with Early Childhood Mental Health Program, Inc.
This Contractor has been providing mental health program services for
the County for many years. The Contractor's services continue to be
a vital and important part of the County' s continuum of care for West
County residents with problems of emotional and mental illness.
Novation Contract #24-308-19 replaces an automatic six-month contract
extension under the prior Contract, and allows the Contractor to
continue to provide services through June 30, 1996.
CONTINUED ON ATTACHMENT: YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
/UNANIMOUS (ABSENT ) I HEREBY CERTIFY THAT THIS IS A TRUE
AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN
ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE BOARD
OF SUPERVISORS ON THE DATE SHOWN.
Contact: Lorna Bastian (313-6411) _
CC: Health Services (Contracts) ATTESTED
Risk management Phil Batchelor,Clerk of the Board of
Auditor—Controller Supervisors and County Administrator
l
Contractor
M382/7-98 BY DEPUTY
Contra Costa County STANDARD CONTRACT Number 24-308-19
` Standard Form 1/87 (Purchase of Services) Fund/Org # 5952
NOVATION CONTRACT Account #` 2320
Other #
1. Contract Identification.
Department: Health Services - Mental Health Division
Subject: Infant-Parent Program in West Contra Costa County
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: EARLY CHILDHOOD MENTAL HEALTH PROGRAM
Capacity: Non-profit Corporation Taxpayer ID # Not Applicable
Address: 4101 MacDonald Avenue, .Richmond, California 94805
3. Term. The effective date of this Contract is _July 1. 1995 , and it terminates
June 30. 1996 unless sooner terminated as proed herein.
4. Payment Limit. County's total payments to Contr o der this Contract shall not
exceed $155,636.
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, a copy of which is on file in the
office of the County's Mental Health Director.
9. Le al Authorit This Contract is entered into under and subject to the following
legal authori C ifornia Government Code §§ 26227 and 31000.
10. Signatures. These sis 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
Ghairma /Designee Deputy
CONTRACTOR
By By
(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 S 1190
and Corporations Code ; 313). All signatures must be acknowledged as set forth on page two.
Contra Costa County Standard Form(Rev. 1/95)
OVALS/ACKNOWLEDGMENT
Number 24-308-19
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
COUNTY Cl1T TNSEiT
By By
Designee ltd
APPROVED: COUNTY ADMINISTRATOR
By:
Designee
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
ss.
COUNTY OF CONTRA COSTA )
On , before me,
(insert name and title of the officer), personally appeared
personally known to me (or proved to the on the basis of satisfactory evidence) to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS MY HAND AND OFFICIAL SEAL.
(Seal)
Signature
ACKNOWLEDGMENT(by CorporatiM PadwmWp,or Individual)
(Civil Code§1189)
Contra Costa County PAYMENT PROVISIONS
(Cost Basis Contracts) Number 24-308-19
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;
[ ] b. $ per unit, as defined in the Service Plan;
[ ]
C. An amount equal to Contractor's allowable costs that are
actually incurred each month, but subject to the "Budget of
Estimated Program Expenditures" included in the Service
Plan; or
[X] d. (1) A one-time-only payment of $19,454 payable upon demand on
or after July 1, 1995; 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.
[ ] Federal Management Circular A-87, including any
amendments to the circular published in the Federal
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Contra Costa County PAYMENT PROVISIONS
(Cost Basis Contracts) Number 24-308-19
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 § 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 , § 674 . 402 and any
amendments thereto; and California Department of Aging
Title V Operations Handbook, 1987 , § 505 . 4 and any
amendments thereto.
4 . Payment Demands. Contractor shall submit written demands. Said
demands shall be made on County Demand Form D-15 and in the manner and
form prescribed by County. Contractor shall submit said demands for
payment no later than 30 days from the end of the month in which the
contract services upon which such demand is based were actually
rendered. Upon approval of said payment demands by the head of the
County Department for which this Contract is made, or his designee,
County will make payments as specified in Paragraph 2 . (Payment
Amounts) above.
5. Penalty for Late Submission. When Contractor fails to submit to
County a timely demand for payment as specified in Paragraph 4 .
(Payment Demands) above, and as a result of Contractor's late
submission the County is unable to obtain reimbursement from the State
of California or otherwise; to the extent the County' s recovery of
funding is prejudiced, County shall not pay Contractor for such
services, even though such services were fully provided.
6. Right to Withhold. County has the right to withhold payment to the
Contractor when, in the opinion of the County expressed in writing to
the Contractor, (a) the Contractor' s performance, in whole or in part,
either has not been carried out or is insufficiently documented, (b)
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Contra Costa County PAYMENT PROVISIONS
(Cost Basis Contracts) Number 24-308-19
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 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
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Contra Costa County PAYMENT PROVISIONS
(Cost Basis Contracts) Number 24-308-19
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
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.
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BUDGET OF ESTIMATED PROGRAM EXPENDITURES
(Short-Doyle/Medi-Cal Program)
July 1, 1995 through June 30, 1996
Number 24-308-19
INFANT-PARENT
PROGRAM
I. MEDI-CAL PROGRAMS
A. GROSS OPERATIONAL BUDGETS
1. COST REIMBURSEMENT CATEGORIES
a. PERSONNEL SALARIES & BENEFITS $ 108, 319
b. OPERATIONAL COSTS (Direct Costs) $ 36, 103
c. INDIRECT COSTS (SUBTOTAL AMOUNT) $ 24 , 551
2. TOTAL GROSS ALLOWABLE PROGRAM COST $ 168,973
B. LESS PROJECTED NON-COUNTY PROGRAM REVENUE <$ 13 , 337>
C. NET ALLOWABLE FISCAL YEAR COST
(Fiscal Year Payment Limit) $ 155, 636
II. OTHER BUDGET PROVISIONS
A. CHANGES IN COST CATEGORY AMOUNTS. Subject to the Contract Payment
Limit and to State guidelines, each cost category Subtotal Amount
set forth in Section I. 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 May 1st that Fiscal Year period under
this Contract from the Department' s Mental Health Division
Director before implementing any such budget changes.
B. MEDI-CAL PROGRAM
Infant
Parent
1. Max. Short-Doyle , Reimbursement (MSR) $ 79, 000
2 . Base Fed. Medi-Cal Reimbursement*
(Federal Financial Participation (FFP) :
50% Share) $ 76, 636
3 . TOTAL FISCAL YEAR PAYMENT LIMIT $155, 636
* 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.
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BUDGET OF ESTIMATED PROGRAM EXPENDITURES
(Short-Doyle/Medi-Cal Program)
July 1, 1995 through June 30, 1996
Number 24-308-19
C. 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.
D. 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.
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SERVICE PLAN
Number 24-308-19
1. Scope of Services. During the term of this Contract, Contractor shall
operate an in-home Infant-Parent Program providing Short Doyle/Medi-Cal
Mental Health Services. Contractor's program shall be operated from a
Short Doyle/Medi-Cal certified site located in West County and shall
serve West County residents. Contractor's program 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 admission 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,
1996, 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 may 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 with regard to mental health
services.
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SERVICE PLAN
Number 24-308-19
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. Clearance 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 § 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 or her staff privileges or license
restricted, suspended, or revoked, as provided by § 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 retained to start work.
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SPECIAL CONDITIONS
Number: 24-308-19
1. Novation. The parties having entered into a prior Contract # 24-308-18,
for the period from July 1, 1994 through June 30, 1995 (which contained
provision for an automatic Contract extension through December 30,
1995) , County and Contractor hereby agree to substitute this Contract
#24-308-19 for the aforesaid six-month automatic Contract extension.
Effective July 1, 1995, all Contract rights and obligations of the
parties will be governed by this Contract #24-308-19 .
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, 1996, the term of this Contract shall be automatically
extended 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 $77,818 (the six-month
Payment Limit) and County' s total payments to Contractor for said
extension period 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 $19,454
payable upon demand on or after July 1, 1996, and thereafter
monthly payments in accordance with Payment Provisions Paragraph 1.
(Payment Amounts) , subparagraph d. , subject to the six-month
Payment Limit specified above.
C. Contractor shall continue to provide services as set forth in the
Service Plan, subject to any amendments thereto; all service units
(set forth in the Service Plan and/or Special Conditions) and line
item budget amounts (set forth in the Budget of Estimated Program
Expenditures) shall be prorated for the six-month period.
d. In addition to the cost report specified in Paragraph 7 . (Cost
Report and Settlement) of the Payment Provisions, as amended by
these Special Conditions, Contractor shall also submit to County,
no later than 60 days following termination of this Contract as
extended, an extension period cost report covering the period of
this three-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.
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SPECIAL CONDITIONS
Number: 24-308-19
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) . "
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.
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.
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Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
1. Compliance with Law. Contractor shall be subject to and comply with all Federal, State and local
laws and regulations applicable with respect to its performance under this Contract, including but not
limited to, licensing, employment and purchasing practices; and wages, hours and conditions of
employment, including nondiscrimination.
2. Inspection. Contractor's performance, place of business and records pertaining to this Contract
are subject to monitoring, inspection, review and audit by authorized representatives of the County, the
State of California, and the United States Government.
3. Records. Contractor shall keep and make available for inspection and copying by authorized
representatives of the County, the State of California, and the United States Government, the
Contractor's regular business records and such additional records pertaining to this Contract as may be
required by the County.
a. Retention of Records. The Contractor shall retain all documents pertaining to this Contract
for five years from the date of submission of Contractor's final payment demand or final Cost Report;
for any further period that is required by law; and until all Federal/State audits are complete and
exceptions resolved for this contract's funding period. Upon request, Contractor shall make these records
available to authorized representatives of the County, the State of California, and the United States
Government.
b. Access to Books and Records of Contractor, Subcontractor. Pursuant to Section 1861(v)(1)
of the Social Security Act, and any regulations promulgated thereunder, Contractor shall, upon written
request and until the expiration of four years after the furnishing of services pursuant to this Contract,
make available to the Secretary of Health and Human Services or to the Comptroller General, or any of
their duly authorized representatives, this Contract and books, documents, and records of Contractor
that are necessary to certify the nature and extent of all costs and charges hereunder.
Further, if Contractor carries out any of the duties of this Contract through a subcontract with a value
or cost of $10,000 or more over a twelve-month period, such subcontract shall contain a clause to the
effect that upon written request and until the expiration of four years after the furnishing of services
pursuant to such subcontract, the subcontractor shall make available, to the County, to the Secretary or
to the Comptroller General, or any of their duly authorized representatives, the subcontract and books,
documents, and records of the subcontractor that are necessary to verify the nature and extent of all costs
and charges thereunder.
This special condition is in addition to any and all other terms regarding the maintenance or retention
of records under this Contract and is binding on the heirs, successors, assigns and representatives of
Contractor.
4. Reporting Requirements. Pursuant to Government Code Section 7550, Contractor shall include
in all documents or written reports completed and submitted to County in accordance with this Contract,
a separate section listing the numbers and dollar amounts of all contracts and subcontracts relating to
the preparation of each such document or written report. This section shall apply only if the payment
limit under this Contract exceeds $5,000.
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Contra Costa County Standard Form 1/87
GENERAL CONDMONS
(Purchase of Services)
5. Termination.
a. Written Notice. This Contract may be terminated by either party, at their sole discretion,
upon thirty-day advance written notice thereof to the other, and may be cancelled immediately by written
mutual consent.
b. Failure to Perform. The County, upon written notice to Contractor, may immediately
terminate this Contract should the Contractor fail to perform properly any of its obligations hereunder.
In the event of such termination, the County may proceed with the work in any reasonable manner it
chooses. The cost to the County of completing Contractor's performance shall be deducted from any sum
due the Contractor under this Contract,, without prejudice to the County's rights otherwise to recover
its damages.
C. Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the event that Federal,
State, or other non-County funding for this Contract ceases, this Contract is terminated without notice.
6. Entire Agreement. This Contract contains all the terms and conditions agreed upon by the parties.
Except as expressly provided herein, no other understanding, oral or otherwise, regarding the subject
matter of this Contract shall be deemed to exist or to bind any of the parties hereto.
7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures
and budgets required by this Contract, including but not limited to, monitoring, evaluating, auditing,
billing, or regulatory changes, may be developed and set forth in a written Informal Agreement between
the Contractor and the County. Such Informal Agreements shall be designated as such and shall not be
amendments to this Contract except to the extent that they further detail or clarify that which is already
required hereunder. Such Informal Agreements may not enlarge in any manner the scope of this
Contract, including any sums of money to be paid the Contractor as provided herein. Informal
Agreements may be approved and signed by the head of the County Department for which this Contract
is made or his designee.
8. Modifications and Amendments.
a. General Amendments. This Contract may be modified or amended by a written document
executed by the Contractor and the Contra Costa County Board of Supervisors or, after Board approval,
by its designee, subject to any required State or Federal approval.
b. Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and
the Service Plan may be amended by a written administrative amendment executed by the Contractor
and the County Administrator or his designee, subject to any required State or Federal approval,
provided that such administrative amendments may not materially change the Payment Provisions or the
Service Plan.
9. Disputes. Disagreements between the County and Contractor concerning the meaning,
requirements, or performance of this Contract shall be subject to final determination in writing by the
head of the County Department for which this Contract is made or his designee or in accordance with
the applicable procedures (if any) required by the State or Federal Government.
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Contra Costa County Standard Form 1/87
GENERAL CONDI'T'IONS
(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 Reeulations and Laws. Should Federal or State regulations
or laws touching upon the subject of this Contract be adopted or revised during the term hereof, this
Contract shall be deemed amended to assure conformance with such Federal or State requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General Conditions, inspections
or approvals, or statements by any officer, agent or employee of the County indicating the Contractor's
performance or any part thereof complies with the requirements of this Contract, or acceptance of the
whole or any part of said performance, or payments therefor, or any combination of these acts, shall not
relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the County be thereby
estopped from bringing any action for damages or enforcement arising from any failure to comply with
any of the terms and conditions of this Contract.
13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns and
representatives of Contractor. The Contractor shall not enter into subcontracts for any work
contemplated under this Contract and shall not assign this Contract or monies due or to become due,
without the prior written consent of the County Administrator or his designee, subject to any required
State or Federal approval.
14. Independent Contractor Status. This Contract is by and between two independent contractors and
is not intended to and shall not be construed to create the relationship between the parties of agent,
servant, employee, partnership, joint venture or association.
15. Conflicts of Interest. Contractor, its officers, partners, associates, agents, and employees, shall
not make, participate in making, or in any way attempt to use the position afforded them by this
Contract to influence any governmental decision in which he or she knows or has reason to know that
he or she has a financial interest under California Government Code Sections 87100, et seq., or
otherwise.
16. Confidentiality. Contractor agrees to comply and to require its officers, partners, associates,
agents and employees to comply with all applicable State or Federal statutes or regulations respecting
confidentiality, including but not limited to, the identity of persons served under this Contract, their
records, or services provided them, and assures that:
a. All applications and records concerning any individual made or kept by Contractor or any
public officer or agency in connection with the administration of or relating to services provided under
this Contract will be confidential, and will not be open to examination for any purpose not directly
connected with the administration of such service.
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Centra 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.
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Contra Costa County Standard Form 1/87
' GENERAL CONDITIONS `
(Purchase of Services)
d. Additional Insurance Provisions. The insurance policies provided by the Contractor shall
include a provision for thirty (30) days written notice to County before cancellation or material changes
of the above specified coverage.
20. Notices. All notices provided for by this Contract shall be in writing and may be delivered by
deposit in the United States mail, postage prepaid. Notices to the County shall be addressed to the head
of the County Department for which this Contract is made. Notices to the Contractor shall be
addressed to the Contractor's address designated herein. The effective date of notice shall be the date
of deposit in the mails or of other delivery, except that the effective date of notice to the County shall be
the date of receipt by the head of the County Department for which this Contract is made.
21. Primacy of General Conditions. Except for Special Conditions which expressly supersede General
Conditions, the Special Conditions (if any) and Service Plan do not limit any term of the General
Conditions.
22. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or
understanding that the services provided by Contractor under this Contract will be purchased by County
under a new contract following expiration of termination of this Contract, and waives all rights or claims
to notice or hearing respecting any failure to continue purchase of all or any such services from
Contractor.
23. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or
right to the possession of land or improvements, but does not vest ownership of the land or improvements
in the same person, or if this Contract results in the placement of taxable improvements on tax exempt
land (Revenue & Taxation Code Section 107), such interest or improvements may represent a possessory
interest subject to property tax, and Contractor may be subject to the payment of property taxes levied
on such interest. Contractor agrees that this provision complies with the notice requirements of Revenue
& Taxation Code Section 107.6, and waives all rights to further notice or to damages under that or any
comparable statute.
24. No Third-Party Beneficiaries. Notwithstanding mutual recognition that services under this
Contract may provide some aid or assistance to members of the County's population, it is not the
intention of either the County or Contractor that such individuals occupy the position of intended third-
party beneficiaries of the obligations assumed by either party to this Contract.
25. Copyrights and Rights in Data. Contractor shall not publish or transfer any materials produced
or resulting from activities supported by this agreement without the express written consent of the County
Administrator. If any material is subject to copyright, the County reserves the right to copyright such
and the Contractor agrees not to copyright such material. If the material is copyrighted, the County
reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, and use such
materials, in whole or in part, and to authorize others to do so.
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