HomeMy WebLinkAboutMINUTES - 12051995 - C40 TO: BOARD OF SUPERVISORS
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FROM: Contra
Mark Finucane, Health Services Director Costa
DATE: November 21, 1995 County
SUBJECT: Approval of Novation Contract #24-728-58 with
Rubicon 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
#24-728-58 with Rubicon Programs, Inc. , for the period from July 1,
1995 through June 30, 1996, with a payment limit of $8371693, for
provision of mental health program services for mentally disturbed
adults in West County. This document includes a six-month automatic
extension through December 31, 1996, in the amount of $418, 847 .
II. FINANCIAL IMPACT:
This Contract is funded in the Health Services Department's Budget
(Org. #5942) for Fiscal Year 1995-96 by Federal Medi-Cal, County
Realignment Funds, and additional County funding as follows:
$ 354 , 228 Federal Medi-Cal (FFP)
354, 228 County/Realignment Funding
70, 000 Funding transferred from Department of Social Services
59, 237 Additional County Funding'
$ 837, 693 TOTAL CONTRACT PAYMENT LIMIT
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
On September 27, 1994, the Board of Supervisors approved Novation
Contract #24-728-57 with Rubicon Programs, Inc. , for the period from
July 1, 1994 through June 30, 1995 (which included a six-month
automatic contract extension through December 31, 1995) for provision
of outreach services for vocational programs, independent living
residential treatment services, and habilitative day treatment program
services for mentally disturbed adults.
Novation Contract #24-728-58 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 ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ON APPROVED AS RECOMMENDED kf`� OTHER
VOTE OF SUPERVISORS
_ UNANIMOUS (ABSENT V ) 1 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 ot
Auditor-Controller Supervisors and County Administrator
Contractor
M382/7-83 BY _� DEPUTY
Contra Costa County Number 24-728-58
Standard Form 1/87 STANDARD CONTRACT Fund/Org #` 942
(Purchase of Services) Account # 2320
NOVATION CONTRACT Other #
1. Contract Identification.
Department: Health Services - Mental Health Division
Subject: Administrative Services for Vocational Programs; Independent Living
Outreach Services Program; Money Management Services; and Medi-Cal Day
Rehabilitative Programs
2. Parties. The County of Contra Costa, California (County) , for its Department named
above, and the following named Contractor mutually agree and promise as follows:
Contractor: RUBICON PROGRAMS, INC.
Capacity: California Non-profit Corporation Taxpayer ID # Not Applicable
Address: 2500 Bissell Avenue, Richmond, Califor '4804
3. Term. The effective date of this Contract is Jul 95 and it terminates
IRW%June 30, 1996 unless sooner terminated as provided here n.
4. Payment Limit. County's total payments to Contractor under this Contract shall not
exceed $837,693.
5. County's Obligations. County shall make to the Contractor those payments described in
the Payment Provisions attached hereto which are incorporated herein by reference,
subject to all the terms and conditions contained or incorporated herein.
6. Contractor's Obligations. Contractor shall provide those services and carry out that
work described in the Service Plan attached hereto which is incorporated herein by
reference, subject to all the terms and conditions contained or incorporated herein.
7. General and Special Conditions. This Contract is subject to the General Conditions and
Special Conditions (if any) attached hereto, which are incorporated herein by
reference.
8. Project. This Contract implements in whole or in part the following described
Project, the application and approval documents of which are incorporated herein by
reference: The Short Doyle/Medi-Cal Manual for the Rehabilitation Option and Targeted
Case Management wh' s incorporated herein by reference and a copy of which is on
file in the offices e ounty's Mental Health Director.
9. Legal Authority. This is entered into under and subject to the following
legal authorities: Califo n' Government Code §§ 26227 and 31000.
10. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA
ATTEST: Phil Batchelor, Clerk of the Board
BOARD OF 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 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 f 1190
and Corporations Code f 313). All signatures must be acknowledged as set forth on page two.
Contra Costa County Standard Fort(Rev. 1/95)
APPROVALS/ACKNOWLEDGMENT
Number 24-728-58
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
!`l1T TATTV G/IT NSEI
By By
Designee Deputy
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 Partnership,or Individual)
(Civil COLD 11169)
Contra'Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 24-728-58
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 ad-justments in total payments as provided below and
subject to the Payment Limit of this Contract, County will pay Contractor as full
compensation for all services, work, expenses or costs provided or incurred by
Contractor:
[Check one alternative only]
[ ] a. $ monthly, or
[ ] b. $ per unit-, as defined in the Service Plan, or
[ ] c. An amount equal to Contractor's allowable costs that are actually incurred
each month, but subject to the "Budget of Estimated Program Expenditures" .
[R] d. (1) A one-time-only payment of $104.712 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 allowableness of selected items of
costs of providing the services.
[ ] Federal Management Circular A-87, including any amendments to
the circular published in the Federal Register by OMB is to be used
for determining allowable costs of activities conducted by state and
local governmental agencies.
Initials:
Contractor County Dept.
1
Contra' Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 24-728-58
[ ] 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.
[R] b. Such State regulations and documents as are set forth in this Contract
regarding accounting guidelines, including standards for determining
allowable or non-allowable costs.
[ ]
C. Part IV Department of Labor, Employment and Training administration, 20
CFR Part 674, § 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) the Contractor has neglected, failed or refused to
furnish information or to cooperate with any inspection, review or audit of its
program, work or records, or (c) Contractor has failed to sufficiently itemize or
document its demand(s) for payment.
Initials:
Contractor County Dept.
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Contra 'Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 24-728-58
7. Cost Report and Settlement. No later than sixty (60) days following the termination
of this Contract, Contractor shall submit to County a cost report in the form required
by County, showing the allowable costs that have actually been incurred by Contractor
under this Contract. If said cost report shows that the allowable costs that have
actually been incurred by Contractor under this Contract exceed the payments made by
County, subject nevertheless to the payment limit of this Contract, County will remit
any such excess amount to Contractor, provided that the payments made, together with
any such excess amount, may not exceed the contract payment limit. If said cost report
shows that the payments made by County exceed the allowable costs that have actually
been incurred by Contractor under this Contract, Contractor shall remit any such excess
amount to County.
8. Audits. The records of the Contractor may be audited by the County, state, or United
States government, in addition to any certified cost report or audit required by the
Service Plan. Any certified cost report or audit required by the Service Plan shall be
submitted to County by Contractor within such period of time as may be expressed by
applicable State or Federal regulations, policies or contracts, but in no event later
than four (4) months from the end of each fiscal year period under this Contract. If
such audit(s) show that the payments made by County exceed the allowable costs that
have actually been incurred by Contractor under this Contract, including any
adjustments made pursuant to Paragraph 7. (Cost Report and Settlement) , then Contractor
shall pay to County within 30 days of demand by County any such excess amount. If such
audit(s) show that the allowable costs that have actually been incurred by Contractor
under this Contract exceed the payments made by County, including any adjustments made
pursuant to Paragraph 7. (Cost Report and Settlement) , then County agrees to pay to
Contractor any such excess amount, provided that the payments made, together with any
such excess payment, may not exceed the contract payment limit.
9. A-133 Audit. If Contractor is funded by $25,000 or more in federal grant funds in any
fiscal year from any source, Contractor shall provide to County at Contractor's expense
an audit conforming to the requirements set forth in the most current version of Office
of Management and Budget Circular A-133. If Contractor is funded by $25,000 to
$100,000 in federal grant funds in any fiscal year from any source, Contractor shall
arrange for conduct of the federally-required audit biennially and shall submit the
audit to County in the time, form, and manner required by the most current version of
Office of Management and Budget Circular A-133 and by County. If Contractor is funded
by $100,000 or more in federal grant funds in any fiscal year from any source,
Contractor shall arrange for the audit to County in the time, form, and manner required
by the most current version of Office of Management and Budget Circular A-133 and by
County. Contractor is solely responsible for arranging for the conduct of the audit,
and for its cost, and County may withhold the estimated cost of the audit or 10 percent
of the contract amount, whichever is larger, or the final payment, from Contractor
until County receives the audit from Contractor.
10. A-110 Audit. Contractor shall provide County with an annual audit by a Certified
Public Accountant or Public Accountant, verifying the cost reports submitted under the
Payment Provisions of this Contract. Said audit shall be performed in accordance with
generally accepted audit standards, including Federal OMB Circular A-110 which applies
Initials:
Contractor County Dept.
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Contra Costa County
PAYMENT PROVISIONS
(Cost Basis Contracts)
Number 24-728-58
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
allowableness 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 Programs
Fiscal Year 1995-96
Number 24-728-58
I. NON-MEDI-CAL PROGRAMS
A. GROSS OPERATIONAL BUDGETS VOCATIONAL
OUTREACH
1. COST REIMBURSEMENT CATEGORIES PROGRAM
a. PERSONNEL SALARIES & BENEFITS $ 42,847
b. OPERATIONAL COSTS (Direct Costs) $ 16,307
c. INDIRECT COSTS (SUBTOTAL AMOUNT) $ 8,066
2. TOTAL GROSS ALLOWABLE PROGRAM COST 67 220
B. LESS PROJECTED NON-COUNTY PROGRAM REVENUE <$53,755>
(To be collected and provided by Contractor)
C. NET ALLOWABLE FISCAL YEAR COST
(Fiscal Year Payment Limit) 13 465
II. MEDI-CAL PROGRAMS
A. GROSS OPERATIONAL BUDGETS RUBICON SYNTHESIS
DAY REHAB DAY REHAB MONEY
1. COST REIMBURSEMENT CATEGORIES PROGRAM PROGRAM MANAGEMENT
a. PERSONNEL SALARIES & BENEFITS $283,139 $170,081 $ 83,000
b. OPERATIONAL COSTS (Direct Costs) $163,571 $ 70,127 $ 12,000
c. INDIRECT COSTS (SUBTOTAL AMOUNT) $ 60,769 $ 32,756 $ 15,000
2. TOTAL GROSS ALLOWABLE PROGRAM COST507 479 272 964 11S 0,000
B. LESS PROJECTED NON-COUNTY PROGRAM REVENUE < 63,393 > < 2,822 > —
C. NET ALLOWABLE FISCAL YEAR COST
(Fiscal Year Payment Limit) $270,142 $110,000
III. OTHER BUDGET PROVISIONS
A. CHANGES IN COST CATEGORY AMOUNTS. Subject to the Total Fiscal Year Payment Limit
for each Fiscal Year period under this Contract, and subject to State guidelines,
each cost category Subtotal Amount set forth above:
1. May vary up to 15% in any fiscal year without approval by County; and
2. May be changed in excess of 15% in any fiscal year period provided, however,
that Contractor has obtained written authorization prior to May 1st that
Fiscal Year period under_this Contract from the Department's Mental Health
Division Director before implementing any such budget changes.
Initials:
Contractor County Dept.
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BUDGET OF ESTIMATED PROGRAM EXPENDITURES
(Short-Doyle Medi-Cal Programs)
Fiscal Year 1995-96
Number 24-728-58
B. NET PROGRAM BUDGET SUMMARY VOCATIONAL
OUTREACH
PROGRAM
1. NON-MEDI-CAL PROGRAMS
TOTAL FISCAL YEAR PAYMENT LIMITS 13 465
RUBICON SYNTHESIS
DAY REHAB DAY REHAB MONEY
2. MEDI-CAL PROGRAMS PROGRAM PROGRAM MANAGEMENT
a. Maximum Short-Doyle Reimbursement
(MSR) $263,305 $136,695 $ 70,000
b. Base Fed. Medi-Cal Reimbursement*
(Federal Financial Participation
FFP: 50% Share) 180 781 133 447 40 000
c. TOTAL FISCAL YEAR PAYMENT LIMIT $110.000
3. TOTAL CONTRACT PAYMENT LIMIT 837 693
* Contractor shall be responsible to generate this amount in MediCal FFP Revenue (50%
of the total Medi-Cal billing) . In the event that FFP received is less than this
amount, the Contract Payment Limit will be reduced by the difference between this
amount and the actual FFP amount received.
C. SEPARATE PROGRAM PAYMENT LIMITS. Adjustments in County' total payments to
Contractor, in accordance with the Payment Provisions, shall be limited to each
Total Fiscal Year Payment Limit set forth for each program; funds budgeted above
for one service program may not be transferred to or expended under any of the
other service programs.
D. AGENCY PROGRAM BUDGET. Contractor shall submit to County, for informational
purposes upon request, its total Corporation budget including: all program budgets,
all revenue sources and projected revenue amounts, all cost allocations, and line
item breakdown of budget categories to include salary levels listed by job
classification as well as detailing of operational and administrative expenses by
cost center and listing numbers of staff positions by job classification.
E. BUDGET REPORT. No later than April 30th of each fiscal year period under this
Contract, Contractor shall deliver a written Budget Report, in the form and manner
required by County, to the Department's Health Services Director or his/her
designee. Contractor shall include in its Budget Report a complete copy of any
revision of the Budget of Estimated Program Expenditures, an explanation of any
program budget and/or revenue changes, and a request for written authorization to
implement any of the changes.
Initials:
Contractor County Dept.
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SERVICE PLAN
Number-24-728-58
1: Scope of Services. During the term of this Contract,
Contractor shall provide vocational outreach services; money
management services; day rehabilitative services at two
sites; medication support services; mental health services,
crisis services; and case management services for seriously
and persistently mentally ill adults 18 years of age and
older. Contractor's programs shall be carried out as set forth
in the Work Plan which is incorporated herein by reference, a
copy of which is on file in the office of the County's Mental
Health Director and a copy of which County has furnished to
Contractor. Contractor shall make its Admissions and Service
Delivery Policies, which are incorporated herein by reference,
available to the public for inspection.
2 . Charges for Services. If otherwise lawful, Contractor may
charge clients, or other persons responsible for clients, for
services rendered. Such charges shall approximate estimated
actual cost, in accordance with The Short Doyle/Medi-Cal
Manual for the Rehabilitation Option and Targeted Case
Management and with The California Department of Mental Health
Cost Reporting and Data Collection Manual.
3 . Reports.
a. Money Management Services Monthly Report. Contractor
shall submit to County's Mental Health Director, or her
designee a monthly written Caseload Statistics Report, in
the time, form, and manner required by County.
b. 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.
C. 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.
d. Evaluations and Other Data Collection Processes. County
shall include Contractor in the design, planning, and
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SERVICE PLAN
Number 24-728-58
implementation of any evaluation or data collection
process undertaken by County regarding Contractor's
program operations and services. County's Mental Health
Division shall facilitate provision to Contractor of
summary information and reports pertaining to
Contractor's program activity and performance in as
timely a manner as is feasible. Such materials shall
include, but not be limited to, appropriate County Mental
Health Information System reports, summaries of data
supplied by Contractor, results of evaluations of
Contractor's services, County's Annual Performance
Contract, and reports to the State of California
regarding mental health services.
4 . Right of Inspection. Upon County's request, Contractor shall
make available to County's Mental Health Director or her
designee for review, all records and materials relevant to the
documentation of services provided under this Contract. In
addition, as requested by County, Contractor shall assist
County's designated Contract Monitor in conducting site
visits.
5. Clearances for Physicians and Clinical Psychologists. Prior
to hiring as an employee (or otherwise procuring the services
of or contracting with) any physician or licensed psychologist
to provide services under this Contract, Contractor shall make
a formal inquiry to the California State Board of Medical
Quality Assurance (BMQA) pursuant to § 805.5 of the California
Business and Professions Code in order to determine whether or
not that person has been denied staff privileges, has been
removed from a medical staff, or has had his/her staff
privileges or license restricted, suspended, or revoked, as
provided by § 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.
Initials:
Contractor County Dept.
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SPECIAL CONDITIONS
Number: 24-728-58
1. Novation. The parties having entered into a prior Contract #24-728-57
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 #24-728-58 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 #24-728-58.
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, 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. The Contract Payment Limit, specified in Paragraph 4. (Payment
Limit) of this Contract, is increased by $418,847 (the six-month
Payment Limit) and County's total payments to Contractor for
said six-month extension shall not exceed this six-month Payment
Limit, subject, nevertheless, to the aforesaid novation or
renewal contract.
b. County shall pay Contractor a one-time-only payment of $104,712
payable upon demand on or after July 1, 1996, and thereafter,
monthly payments in accordance with Payment Provisions as set
forth in Payment Provisions Paragraph 2 .d. , subject to the six-
month Payment Limit specified above.
C. Contractor shall continue to provide services as set forth in
the Service Plan, subject to any amendments thereto; all service
units set forth in the Service Plan shall be prorated for the
six-month period.
d. This six-month contract extension shall be subject to any
further agreement (novation) which Contractor and County may
enter into covering the provision of services during the
contract period immediately following the contract period
specified in Paragraph 3 . (Term) , in accordance with Contra
Costa County's current revision of the project specified in
Paragraph 8 . (Project) .
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Contractor County Dept.
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SPECIAL CONDITIONS
Number: 24-728-58
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.
Initials:
Contractor County Dept.
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Contra Costa County Standard Foam 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. Inspegdon. 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 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 sura
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 A-ereement. 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 L87
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 Resulations 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$ 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 any time during the term of this Contract, then Contractor shall provide (a) current certificate(s) of
insurance.
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Centra 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 Benericiaries. Notwithstanding mutual recognition that services under this
Contract may provide some aid or assistance to members of the County's population, it is not the
intention of either the County or Contractor that such individuals occupy the position of intended third-
party beneficiaries of the obligations assumed by either party to this Contract.
25. Convriahts and Riihts 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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