HomeMy WebLinkAboutMINUTES - 12051995 - C36 TO: BOARD OF SUPERVISORS •
FROM: Mark Finucane, Health Services DirectorContra
Costa
DATE: November 17, I995 County
SUBJECT: Approve ,Standard (Novation) Contract #24-515-7 with
Bay Area Addiction Research and Treatment, Inc.
SPECIFIC REQUEST(S) 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 #24-515-7 with Bay Area Addiction Research and Treatment,
Inc. (BAART) , for the period from July 1, 1995 through June 30, 1996,
with a payment limit of $60,800, to provide AIDS/HIV and other
communicable disease education and pre- and post- HIV testing
counseling to methadone clients and their needle-sharing and/or sexual
partners. This Contract includes a six-month automatic contract
extension for the period through December 31, 1996, in the amount of
$30, 400.
II. FINANCIAL IMPACT:
This Contract is funded by Federal HIV/Set Aside funds. No County
funds are required.
III. REASONS FOR RECOMMENDATIONSJBACKGROUND:
On September 27, 1994, the Board of Supervisors approved Novation
Contract #24-515-6 with Bay Area Addiction Research and Treatment,
Inc. for the period from July 1, 1994 through June 30, 1995, to
provide AIDS/HIV, and other communicable disease, counseling to
methadone clients and their needle-sharing and/or sexual partners.
Novation Contract #24-515-7 replaces the six-month automatic extension
under the prior contract and will allow the Contractor to continue
providing services through June 30, 1996.
,b
CONTINUED ON ATTACHMENT: YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ON 4ak " APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
UNANIMOUS (ABSENTy ) I HEREBY CERTIFY THAT THIS IS A TRUE
AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN
ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE BOARD
OF SUPERVISORS ON THE DATE SHOWN.
Contact: Chuck Deutschman (313-6350)
CC: Health Services (Contracts) ATTESTED
Risk Management Phil Batchelor,CteA of the RAM of
Auditor-Controller Supervisors and County Administrator
Contractor
M382/7-83 BY DEPUTY
Cdhtra Costa County STANDARD CONTRACT Number ._ 24_515-7
Standard Form 1/87 (Purchase of Services) Fund/Org # 5936
NOVATION Account # 2320
1. Contract Identification.
Department: Health Services - Substance Abuse Division
Subject: Provision of HIV/AIDS, and other communicable disease education and pre-
and post-HIV testing counseling to methadone clients and their needle-
sharing and/or sexual partners
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: BAY AREA ADDICTION RESEARCH AND TREATMENT, INC.
Capacity: Non-profit Corporation Taxpayer ID #Not Applicable
Address: 1111 Market Street, San Francisco, Cali 94103
3. Term. The effective date of this Contract is Ju 9 , 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 60.800.
5. County's Obligations. County shall make to the Contractor those payments described in
the Payment Provisions attached hereto which are incorporated herein by reference,
subject to all the terms and conditions contained or incorporated herein.
6. Contractor's Obligations. Contractor shall provide those services and carry out that
work described in the Service Plan attached hereto which is incorporated herein by
reference, subject to all the terms and conditions contained or incorporated herein.
7. General and Special Conditions. This Contract is subject to the General Conditions and
Special Conditions (if any) attached hereto, which are incorporated herein by
reference.
8. Proiect. This Contract implements in whole or in part the following described Project,
the application and approval documents of which are incorporated herein by reference:
Current Contra Costa County Substance Abuse Services/Program Plan and Budget and any
modifications or revisions thereof.
9. Legal Authority. This Contract is entered into under and subject to the following
legal authorities: 'fornia Government Code § 26227.
10. Signatures. These sig est the parties' agreement hereto:
.Cr
COUNTY OF CONTRA COSTA, CALIFORNIA
ATTEST: Phil Batchelor, Clerk of the Board
BOARD OF SUPERVISORS 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 and nonprofit), the contract must be signed by tvo officers. Signature A must be
that of the presideut or vice-president and Signature B must be that of the secretary or assistant secretary (Civil Code S 1190
and Corporations Code S 313). All signatures must be acknowledged as set forth on page two.
Contra Costa County Standard Form(Rev. 1/95)
APPROVALS/ACKNOWLEDGMENT
Number 24-515-7
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
COUNTY !`l1TTNSE
By By
Designee ley
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 Corporation, Partmrship,or Mvidml)
(Civil Cede 11189)
Contra' Costa County Standard Form 6/90
PAYMENT PROVISIONS
(Fee Basis Contracts)
Number 24-515-7
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,
[X] b. $ 20. 00 per unit, as defined in the Service Plan, or
[ ] c. $ after completion of all obligations and
conditions herein.
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
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
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Contra' Costa' County Standard Form 6/90
PAYMENT PROVISIONS
(Fee Basis Contracts)
Number 24-515-7
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.
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SERVICE PLAN
Number 24-515-7
1. Scope of Services. Contractor shall provide HIV/AIDS and other Communicable Disease
(CD) education, testing and counseling to methadone maintenance and detoxification
clients and their needle-sharing and/or sexual partners •who are willing to
participate in program activities. This program shall be conducted in accordance
with current guidelines set forth by County's Public Health Division. Contractor
shall make its Admission Policy, which is incorporated herein by reference,
available to the public for inspection.
2. Service Specifications. Under this Contract, Contractor shall provide services
described above at its Richmond and Pittsburg methadone clinics. Contractor's
activities shall include, but may not limited to the following:
a. Providing methadone maintenance and detoxification clients with HIV/AIDS/CD
HIV pre-testing education, including information on Tuberculosis, Sexually
Transmitted Diseases and Hepatitis B and C;
b. Making voluntary, confidential HIV testing available to all program clients,
and their need-sharing and/or sexual partners, at any time after admission
for treatment;
C. Utilizing appropriately qualified staff to draw blood samples from clients
accepting voluntary HIV testing and submitting these samples to County's
Public Health Laboratory for HIV antibody testing;
d. Providing counseling to clients with regard to the results of HIV testing and
making appropriate medical and psychosocial referrals for support services;
e. Participating in the ongoing un-linked surveys to evaluate the HIV
seroprevalence, following protocols outlined by the County's AIDS Program
Director, or her designee;
f. Completing the required data gathering forms, in the time and manner required
by County, and submitting them to the AIDS Program Coordinator;
g. Providing monthly educational seminars, in a program approved in advance by
County's AIDS Program Director, or her designee, to clients on AIDS-related
and other CD issues at each clinic site and documenting seminar attendance;
h. Providing all staff with quarterly training sessions, and appropriate
updates, with regard to AIDS-related issues; and
i. Participating and collaborating with the Communicable Disease and Substance
Abuse Task Force, and the Contra Costa HIV/AIDS Consortium.
3. Service Unit Definition. One unit of service, for payment purposes as set forth in
Payment Provisions Paragraph l.b. , shall be defined as follows:
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SERVICE PLAN
Number 24-515-7
a. Pre-test Unit of Service. One (1) individual pre-test unit of service is
defined as the provision of one (1) HIV/AIDS/CD counseling session, for a
minimum of 15 minutes, by one (1) assigned qualified counselor, to one (1)
client during one or more visits by the client in a single day.
b. Post-test Unit of Service. One (1) individual post-test unit of service is
defined as the provision of one (1) HIV/AIDS/CD counseling session, for a
minimum of 15 minutes, by one (1) assigned qualified counselor, to one (1)
client during one or more visits by the client in a single day.
C. Group Unit of Service. One (1) group unit of service shall be defined as the
provision of one (1) group counseling session, for a minimum of 45 minutes,
to one (1) client during one (1) or more group sessions in a single day.
Group counseling sessions with less than three (3) clients will not qualify
as a "group" unit of service.
4. Number of Service Units. Contractor shall provide for County during the term of
this Contract not more than the number of service units set forth below:
Unit of Service Total
Pre-test 1,440
Post-test 960
Group 640
TOTAL SERVICE UNITS 3,040
5. Charges for Services. Contractor's charges for services, if allowable, to clients,
or to other persons responsible for clients, shall approximate estimated actual cost
and shall be subject to the following legal authorities: Welfare and Institutions
Code §§ 5717 and 5718; California Code of Regulations, Title 9, § 524; , and Health
and Safety Code, Chapter 4, § 11991.5. Contractor shall utilize the guidelines and
procedures established by the State and County for determining client fees and
payment liability, including, but not limited to, the State's Audit Assistance Guide
and Drug Program Fiscal System Manual.
6. Program Objectives and Performance Evaluation. Contractor shall provide the above
program services so as to achieve the service program objectives set forth in the
Department's Contract Performance Plan for this Contract which is on file in the
Department's Substance Abuse Division and which is incorporated herein by reference.
Contractor's performance under this Contract shall be evaluated by County on the
basis of:
a. The degree to which each specified service program objective was actually
achieved, and
b. The total number of service units that were actually provided by Contractor
hereunder.
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Contractor County Dept.
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SERVICE PLAN
Number 24-515-7
7. Performance Report. Contractor shall prepare and submit to County such periodic
performance progress reports as may be required by County's Health Services
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.
8. 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 § 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 retarding 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 Substance Abuse Division
Director at least 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.
9. Service Program Administration and Fiscal Management. Contractor shall administer
the service program covered by this Contract as a 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.
10. 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 prevention, treatment, and
rehabilitation services.
11. 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.
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Contractor County Dept.
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SPECIAL CONDITIONS
Number 24-515-7
1. Novation. The parties having entered into a prior Contract #24-515-6 for the period
from July 1, 1994 through June 30, 1995 (which contained provision for an automatic
six-month Contract extension through December 31, 1995) , County and Contractor
hereby agree to substitute this Contract #24-515-7 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 #24-515-7.
2. Cost Report. No later than August 15, 1996 or forty-five (45) days 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, subject,
nevertheless, to General Conditions Paragraph 5.c. (Cessation of Funding) . 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, subject to the availability of State and Federal funds for the Contract
extension. As to any such six-month extension:
a. The Contract Payment Limit, specified in Paragraph 4. (Payment Limit) of
this contract, is increased by $30,400 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 in accordance with Payment Provisions Paragraph
l.b. , 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
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SPECIAL CONDITIONS
Number 24-515-7
Service Plan and/or Special Conditions) shall be prorated for the six-month
period.
d. 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.
e. This six-month contract extension shall be subject to any further agreement
(novation) which Contractor and County may enter into covering the provision
of services during the contract period immediately following the contract
period specified in Paragraph 3. (Term) , in accordance with Contra Costa
County's current revision of the project specified in Paragraph 8. (Project) .
4. Ownership and Disposition of Property and Equipment. Equipment and capital
expenditure items with a purchase price of 500 or more and a useful life of at
least one year shall be defined as nonexpendable property. Items with a purchase
price of less than $500 or a useful life of less than one year shall be defined as
expendable proper. Subject to these definitions, the acquisition, utilization,
and disposition of expendable and nonexpendable property shall be determined in
accordance with the principles and statements set forth in Federal Management
Circular FMC 74-7 (Attachment N) , a Federal General Services Administration
publication dated September 13, 1974; references contained therein to the federal
government, federal agencies or "grantor" shall be construed to mean "County" and
references to "grantee" shall be construed to mean "Contractor. " Upon termination
of this Contract, or as otherwise may be prescribed by County, Contractor shall
account for and transfer to County all remaining expendable and nonexpendable
property (including supplies and equipment) loaned by County for use by Contractor
or acquired with Contract funds (excluding items which are not fully depreciated or
which are purchased with outside non-County revenues) in accordance with Federal or
State regulations and/or guidelines prescribed by County, and County shall retain
full ownership of all such property.
5. Contract Close-Out. Contractor shall deliver, transfer, and relinquish to County,
in the time, place and manner prescribed by County at the termination of this
Contract, any and all remaining medical supplies (including but not limited to
methadone) , materials, office supplies, and expendable property (as defined in
Paragraph 5. of the Special Conditions) which were purchased by Contractor with
funds pursuant to this Contract.
6. Protection of Property and Equipment. Throughout the term of this Contract, and any
modification or extension thereof, Contractor shall:
a. Cooperate with County in tagging and appropriately identifying all program
property and equipment loaned by County for use by Contractor or acquired
with Contract funds.
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SPECIAL CONDITIONS
Number 24-515-7
b. Establish a property management control system to ensure adequate safeguards
to prevent loss, theft, or damage to property, and maintain all equipment in
good working repair at all times.
C. Investigate, fully document, and immediately report to appropriate police
agencies and/or County any loss, theft, or damage to property and equipment.
Contractor shall repair or replace all such items within 60 days with items
of comparable quality and value.
d. Maintain accurate records of all equipment and other such property loaned by
County for use by Contractor or acquired with Contract funds, including
property description, identification numbers, acquisition date and cost,
source, location, use, condition and disposition.
7. 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.
8. 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) .
9. 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 CONDMOPtS
(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.
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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
23
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 Countv. 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 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.
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Contra Costa County Standard Form 1/S7
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
Iitigation 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$ 00,000 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 anv 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 1187
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 takes 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. Cog rights 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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