HomeMy WebLinkAboutMINUTES - 12191995 - C81 �t1
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. O:�°�.1 BOARD,iOF SUPERtVISORS ,
FROM: , Mark Finucane, Health Services Director COntl'a
Costa
DATE: December 7, 1995 County
SUBJECT: Approval of Novation Contract #24-640-5 with �1
Bi-Rett Corporation
SPECIFIC REQUEST(Sl OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION '
I. RECOMMENDED ACTION:
Approve and authorize the Health Services Director, or his designee
(Chuck Deutschman) , to execute on behalf. of the County, Novation
Contract #24-640-5 with Bi-Rett Corporation, in the amount of
$157,807, for the period from July 1, 1995 through June 30, 1996,. for
residential substance abuse treatment for County clients referred
through the Bay Area Service Network (BASN) Project. This Novation
Contract includes a six-month automatic extension through December 31,
1996, in the amount of $78, 903 .
II. FINANCIAL IMPACT:
This project is funded 100% by monies from the California Department
of Corrections through the State Department of Alcohol and Drug
Programs. No County match is required.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
The California Department of Corrections (CDC) funds, through the
State Department of Alcohol and Drug Programs, substance abuse
treatment services for CDC-approved parolees, referred to as the Bay,
Area Service Network (BASN) Project.
This Contractor has been providing residential substance abuse
treatment services for BASN -clients under an automatic extension of
Contract #24-640-4 . Novation Contract #24-640-5 replaces the six-
month automatic extension under the prior contract and continues the
Contractor's services through June 30, 1996.
CONTINUED ON ATTACHMENT: YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATORRECOMMENDATION OF BOARDCOMMITTEE
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER
VO/TE OF SUPERVISORS
v 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
Contact: Chuck Deutschman (313-6350) OF SUPERVISORS ON THE DATE SHOWN.
CC: Health Services (Contracts) ATTESTED A
Risk Management Phil Batchelor,Clerk of the Board 61
Auditor-Controller Supervisors and County Administrator
Contractor
M3e2/7-e3 BY '"� DEPUTY
Contra Costa County Number 24-640-5
Standard Form 1/87 STANDARD CONTRACT Fund/Org #• 5924
(Purchase of Services) Account # 2320 ,
NOVATION
1. Contract Identification.
Department: Health Services - Substance Abuse
Subject: Residential Drug Abuse Treatment Services
- Bay Area Service Network (BASN) Project
2. Parties. The County of Contra Costa, California (County) , for its Department named
above, and the following named Contractor mutually agree and promise as follows:
Contractor: BI-SETT CORPORATION
Capacity: Non-profit Corporation Taxpayer ID# Not Applicable
Address: 1040 Oak Grove Road, Suite 105, Concor�,,California 94520
Mailing Address: P.O. Box 5487, Concord, Califon a R 524
3. Term. The effective date of this Contract is Ju and it terminates
June 30, 1996 unless sooner terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not
exceed $157,807.
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:
County's Contract #29-488 (State #NNA07-94) with the State Department of Alcohol and
Drug Programs and nymmodifications or revisions thereof; and County's "Bay Area
Service Network (BASNP " as approved by the State.
9. Legal Authority. This Contra entered into under and subject to the following
legal authorities: California..Government Code § 26227.
10. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA
BOARD OF SUPERVISORS ATTEST: Phil Batchelor, Clerk of the Board
of Supervisors and County Administrator
By By
Chairman/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 § 1190
and Corporations Code 4 313). All signatures must be acknowledged as set forth on page two.
Contra Costa County Standard Form(Rev. 1/95)
APPROVALS/ACKNOWLEDGMENT
Number 24-640-5
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
By By
Designee Deptl
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 me 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 Corpomdon, Part1wrship,or Individual)
(Civil Code 11189)
Contra Costa County PAYMENT PROVISIONS Standard Form 6/90
(Fee Basis Contracts)
Number 24-640-5
1. Payment Amounts. Subiect to the Payment Limit of this Contract and
subject to the following Payment Provisions, County will pay Contractor
the following fee 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. $ after completion of all obligations and conditions
herein; or
[8] d. $ 38 .86 per unit of service, as defined in the Service
Plan, for provision of residential drug treatment
services at Contractor' s Diablo Valley Ranch;
$ 36. 29 per unit of service, as defined in the Service
Plan, for provision of residential drug treatment
services at Contractor's Frederick Ozanam Center;
and
$ 35. 77 per unit of service, as defined in the Service
Plan, for provision of residential drug treatment
services at Contractor's Gregory Center.
2 . 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 1. (Payment Amounts) above.
3 . Penalty for Late Submission. When Contractor fails to submit to County
a timely demand for payment as specified in Paragraph 2. (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.
4. Right to Withhold. County has the right to withhold payment to the
Contractor when, in the opinion of the County expressed in writing to
Initials:
Contractor County Dept.
1
Contra Costa County PAYMENT PROVISIONS Standard Form 6/90
(Fee Basis Contracts)
Number 24-640-5
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.
5. Audit Exceptions. Contractor agrees to accept responsibility for
receiving, replying to, and/or complying with any audit exceptions by
appropriate County, State or Federal audit agencies occurring as a
result of its performance of this Contract. Contractor also agrees to
pay to the County within 30 days of demand by County the full amount of
the County's obligation, if -any, to the State and/or Federal government
resulting from any audit exceptions, to the extent such are attributable
to the Contractor's failure to perform properly any of its obligations
under this Contract.
6. Required Audit. If Contractor is funded by $25, 000 or more in federal
grant funds in any fiscal year from any source, Contractor shall provide
to County at Contractor's expense an audit conforming to the
requirements set forth in the most current version of Office of
Management and Budget Circular A-133 . If Contractor is funded by
$25, 000 to $100, 000 in federal grant funds in any fiscal year from any
source, Contractor shall arrange for conduct of the federally-required
audit biennially and shall submit the audit to County in the time, form,
and manner required by the most current version of Office of Management
and Budget Circular A-133 and by County. If Contractor is funded by
$100, 000 or more in federal grant funds in any fiscal year from any
source, Contractor shall arrange for the 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.
Initials:
Contractor County Dept.
2
SERVICE PLAN
Number-24-640-5
1. Scope of Services. During the term of this Contract, Contractor shall
provide residential drug abuse treatment services at Diablo Valley
Ranch, located at 11540 Marsh Creek Road, Clayton; Frederick Ozanam
Center, located at 2931 Prospect Street, Concord; and Gregory Center,
located at 2040 Smith Lane, Concord, to clients properly referred
hereunder who are identified by County as having destructive and drug
abusing behaviors and attitudes. Contractor's residential drug abuse
treatment services shall include, but not be limited to, the provision
of individual one-to-one counseling, group counseling, and case
management services. Subject to the restrictions and requirements of
Contractor's State license(s) , Contractor will admit persons desiring
service who, in Contractor's judgment, are appropriate for and are in
need of residential treatment services as described above. Services
shall be limited to male and female Contra Costa County residents who
meet all State requirements -for participation in the County's Bay Area
Service Network (BASN) Project; have a primary diagnosis of drug
dependency; and are 18 years of age or older. Contractor shall make its,
admission and service delivery policies, which are incorporated herein
by reference, available to the public for inspection.
2 . Service Unit Definition. A unit of service, for payment purposes as set
forth in Payment Provisions Paragraph 1. (Payment Amounts) , subparagraph
d. , shall be defined as the provision of services as described below to
one eligible and County-approved client present and residing in one of
Contractor' s facilities for one calendar day, including the first day of
admission to the program, but excluding the last day of discharge from
the program, and this unit of service shall be called a Residential
Client-Day.
3 . Number of Service Units. During the term of this contract, the maximum
number of Residential Client-Day units of service shall not exceed
4, 162 units of service, as follows:
Diablo Valley Ranch 2 ,774 units x $38.86 = 107,797. 64
Frederick Ozanam Center 694 units x $36. 29 = 25, 185.26
Gregory Center 694 units x $35.77 = 24 , 824 . 38
TOTAL 4 , 162 UNITS OF SERVICE =$157,807.28
4. Service Activities. Contractor shall operate this program for Bay Area
Service Network (BASN) clients and shall cooperate with County, as
follows:
a. Contractor shall provide outreach activities for the purpose of
encouraging clients in need of residential treatment for drug abuse
to undergo such treatment.
Initials:
Contractor County Dept.
1
SERVICE PLAN
Number-24-640-5
b. Contractor shall provide at least twelve (12) beds, referred to as
"residential drug-free slots" , two (2) of which shall be provided for.
female clients. Contractor shall provide services 24 hours a day,
seven (7) days per week, for County-approved clients with primary
diagnosis of drug dependency and requiring residential placement for
treatment needs. Care for these clients shall include full-time
supervision services at Contractor's facilities specified in
Paragraph 1. (Scope of Services) , above.
c. Length of treatment will be a maximum of 180 days. Contractor shall
obtain prior written approval from County' s Substance Abuse Division
Administrator for services to County's clients requiring treatment
beyond said 180 day period.
d. Contractor will complete a CADDS reporting form on all clients
referred and admitted for residential treatment under this Contract.
e. Contractor shall complete a monthly report for clients served under
this Contract. This report shall include the client identification
number and number of resident client days utilized by each client.
5. Program Objectives and Performance Evaluation. Contractor shall provide
the above program services so as to achieve the service program
objectives set forth in the County's Contract Performance Plan for this
Contract which is on file in the Department's Alcohol and Substance
Abuse Division offices which is incorporated herein by reference.
Contractor's performance under this contract shall be evaluated by
County on the basis of the degree to which each specified service
program objective was actually achieved, and the total number of service
units that were actually provided by Contractor hereunder.
6. Performance Reports. Contractor shall prepare and submit to County such
periodic performance progress reports as may be required by County's
Health Services Department Director or his designee. No later than
August 31, 1996, or 60 days following the termination of this Contract,
whichever comes first, Contractor shall prepare and submit to County an
Annual Contract Performance Report, in the form and manner prescribed by
County's Department Director, or his designee.
7. 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
Initials:
Contractor County Dept.
2
SERVICE PLAN
Number-24-640-5
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 Alcohol and Drug Abuse Program Chiefs
within 15 working days subsequent to obtaining an adverse report on such
a person and at least 15 working days prior to allowing such person who
is newly employed or retained to start work.
8 . Service Program Administration and Fiscal Management. Contractor shall
administer the service program covered by this Contract as Ia separate
organizational, administrative, and fiscal activity and shall keep this
program separate and distinct from other activities. Contractor shall
establish and maintain a fiscal management system of cost center
accounts so that funds provided by this Contract will not be co-mingled
with or used in Contractor's other activities which are not covered by
this Contract. Contractor shall:
a. Maintain a clear audit trail for the use of these State funds;
b. Ensure that these funds are accounted for separately to document that
they have been expended; and
c. Ensure that these funds are not used to procure services from
private-for-profit providers.
9. Maintenance of Effort. Contractor hereby assures and certifies that it
will maintain services, programs, and activity levels which existed
prior to receipt of funds under this Contract and that funds received
under this Contract will supplement, not supplant, pre-existing
expenditures for drug prevention, treatment and rehabilitation services.
10. Restriction On Use of Contract Funds. Funds received by Contractor
under this Contract may not be used for capital improvements; e.g. ,
purchase, construction, or permanent improvements (other than minor
remodeling) of any buildings or other facilities, nor for the purchase
of major medical equipment.
Initials:
Contractor County Dept.
3
SPECIAL CONDITIONS
Number 24-640-5
1. Novation. The parties having entered into prior Contracts #24-640-4, for the period
from July 1, 1994 through June 30, 1995 (which contained provision for automatic six-
month contract extensions through December 31, 1995) , County and Contractor hereby
agree to substitute this Contract #24-640-5 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 #24-640-5.
2. Cost Report. No later than August 31, 1996 or sixty (60) following the termination of
this Contract, whichever comes first, 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. The cost report is required for
information only and shall not be used by County to adjust payments made to Contractor
during the term of this Contract.
In accordance with Payment Provisions Paragraph 4. (Right to Withhold) , County may
withhold up to 100% of any Contract payment which is due and payable to Contractor
during the month of September hereunder, or of any Contract payment which is due and
payable to Contractor for the final month of the Contract if the Contract is
terminated, pending submission of the required cost report. Upon receipt of said cost
report, in a form and manner acceptable to the Health Services Director or his
designee, County shall release to Contractor any payment amount which has been withheld
by County.
3. Automatic Contract Extension. Notwithstanding Paragraph 3. (Term) of this Contract,
unless this Contract is terminated by either party pursuant to Paragraph 5.
(Termination) of the General Conditions prior to June 30, 1996, the term of this
Contract shall be automatically extended through December 31, 1996. 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. In accordance with General Conditions Paragraph 5.c. (Cessation of Funding) ,
continuation of this Contract beyond June 30, 1996, is contingent upon the
continuation of funding for this Contract by the State Department of Alcohol and
Drug Programs. If the Federal, State or other non-County funding for this
Contract ceases, this Contract is terminated without notice.
b. The Contract Payment Limit, specified in Paragraph 4. (Payment Limit) of this
contract, is increased by $78.903 (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.
C. County shall pay Contractor in accordance with Payment Provisions Paragraph 1.
(Payment Amounts) , subparagraph b. , subject to the six-month Payment Limit
specified above.
Initials:
1 Contractor County Dept.
SPECIAL CONDITIONS
Number 24-640-5
d. 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) shall be prorated for the six-month period.
e. In addition to the cost report specified in Paragraph 2. of these Special
conditions, Contractor shall also submit to County, not later than 60 days
following termination of this Contract as extended, an extension period cost
report covering the period of this six-month extension, subject to the six-month
Payment Limit specified above for the Contract extension period.
f. This six-month contract extension shall be subject to any further agreement
(novation) which Contractor and County may enter into covering the. provision of
services during the contract period immediately following the contract period
specified in Paragraph 3. (Term) , in accordance with Contra Costa County's
current revision of the project specified in Paragraph 8 (Project) .
4. 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.
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:
2 Contractor County Dept.
Contra Costa County Standard Form U87
GENERAL CONDMONS
(Purchase of Services)
1. Compliance with Law. Contractor shall be subject to and comply with all Federal, State and local
laws and regulations applicable with respect to its performance under this Contract, including but not
limited to, licensing, employment and purchasing practices; and wages, hours and conditions of
employment, including nondiscrimination.
2. Inspection. Contractor's performance, place of business and records pertaining to this Contract
are subject to monitoring, inspection, review and audit by authorized representatives of the County, the
State of California, and the United States Government.
3. Records. Contractor shall keep and make available for inspection and copying by authorized
representatives of the County, the State of California, and the United States Government, the
Contractor's regular business records and such additional records pertaining to this Contract as may be
required by the County.
a. Retention of Records. The Contractor shall retain all documents pertaining to this Contract
for five years from the date of submission of Contractor's final payment demand or final Cost Report;
for any further period that is required by law; and until all Federal/State audits are complete and
exceptions resolved for this contract's funding period. Upon request, Contractor shall make these records
available to authorized representatives of the County, the State of California, and the United States
Government.
b. Access to Books and Records of Contractor, Subcontractor. Pursuant to Section 1861(v)(1)
of the Social Security Act, and any regulations promulgated thereunder, Contractor shall, upon written
request and until the expiration of four years after the furnishing of services pursuant to this Contract,
make available to the Secretary of Health and Human Services or to the Comptroller General, or any of
their duly authorized representatives, this Contract and books, documents, and records of Contractor
that are necessary to certify the nature and extent of all costs and charges hereunder.
Further, if Contractor carries out any of the duties of this Contract through a subcontract with a value
or cost of $10,000 or more over a twelve-month period, such subcontract shall contain a clause to the
effect that upon written request and until the expiration of four years after the furnishing of services
pursuant to such subcontract, the subcontractor shall make available, to the County, to the Secretary or
to the Comptroller General, or any of their duly authorized representatives, the subcontract and books,
documents, and records of the subcontractor that are necessary to verify the nature and extent of all costs
and charges thereunder.
This special condition is in addition to any and all other terms regarding the maintenance or retention
of records under this Contract and is binding on the heirs, successors, assigns and representatives of
Contractor.
4. Reporting Requirements. Pursuant to Government Code Section 7550, Contractor shall include
in all documents or written reports completed and submitted to County in accordance with this Contract,
a separate section listing the numbers and dollar amounts of all contracts and subcontracts relating to
the preparation of each such document or written report. This section shall apply only if the payment
limit under this Contract exceeds $5,000.
1
Contra Costa County Standard Form 1/87
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.
S. Modifications and Amendments.
a. General Amendments. This Contract may be modified or amended by a written document
executed by the Contractor and the Contra Costa County Board of Supervisors or, after Board approval,
by its designee, subject to any required State or Federal approval.
b. Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and
the Service Plan may be amended by a written administrative amendment executed by the Contractor
and the County Administrator or his designee, subject to any required State or Federal approval,
provided that such administrative amendments may not materially change the Payment Provisions or the
Service Plan.
9. Disputes. Disagreements between the- County and Contractor concerning the meaning,
requirements, or performance of this Contract shall be subject to final determination in writing by the
head of the County Department for which this Contract is made or his designee or in accordance with
the applicable procedures (if any) required by the State or Federal Government.
2
Contra Costa County Standard Form 1/87
GENERAL CONDMONS
(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.
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Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
b. No person will publish or disclose or permit or cause to be published or disclosed, any list
of persons receiving services, except as may be required in the administration of such service. Contractor
agrees to inform all employees, agents and partners of the above provisions, and that any person
knowingly and intentionally disclosing such information other than as authorized by law may be guilty
of a misdemeanor.
17. Nondiscriminatory Services. Contractor agrees that all goods and services under this Contract
shall be available to all qualified persons regardless of age, sex, race, religion, color, national origin, or
ethnic background, or handicap, and that none shall be used, in whole or in part, for religious worship
or instruction..
18. Indemnification. The Contractor shall defend, indemnify,save, and hold harmless the County and
its officers and employees from any and all claims, costs and liability for any damages, sickness, death,
or injury to person(s) or property, including without limitation all consequential damages, from any cause
whatsoever arising directly or indirectly from or connected with the operations or services of the
Contractor or its agents, servants, employees or subcontractors hereunder, save and except claims or
litigation arising through the sole negligence or sole willful misconduct of the County or its officers or
employees. Contractor will reimburse the County for any expenditures, including reasonable attorneys'
fees, the County may make by reason of the matters that are the subject of this indemnification, and if
requested by the County will defend any claims or litigation to which this indemnification provision
applies at the sole cost and expense of the Contractor.
19. Insurance. During the entire term of this Contract and any extension or modification thereof, the
Contractor shall keep in effect insurance policies meeting the following insurance requirements unless
otherwise expressed in the Special Conditions:
a. Liability Insurance. The Contractor shall provide comprehensive liability insurance,
including coverage for owned and non-owned automobiles, with a minimum combined single limit
coverage of$500,000 for all damages, including consequential damages, due to bodily injury, sickness or
disease, or death to any person or damage to or destruction of property, including the loss of use thereof,
arising from each occurrence. Such insurance shall be endorsed to include the County and its officers
and employees as additional insureds as to all services performed by Contractor under this agreement.
Said policies shall constitute primary insurance as to the County, the State and Federal Governments,
and their officers, agents, and employees, so that other insurance policies held by them or their self-
insurance programs) 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(les) 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 Iand 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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