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HomeMy WebLinkAboutMINUTES - 10171995 - C51 TO: BOARD OF SUPERVISORS FROM: Contra Mark Finucane, Health Services Director COSta DATE: Sep�_bmber 29, 1995 County SUBJECT: Approval of Novation Contract #24-627-6 with Susan Marchant Angel, Attorney-At-Law 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, Standard ,Contract (Novation) #24-627-6 with Susan Merchant Angel, Attorney-At-Law, for the period from July 1, 1995 through June 30, 1996, with a payment limit of $45, 300, for Certification Review/Probable Cause/Capacity Hearing Officer services for patients who are involuntarily confined ,by the County. This Contract includes an automatic six-month extension through December 31, 1996, with an 'extension period payment mss'° limit of $22 , 650. II. FINANCIAL IMPACT: This Contract is included in the Department's Fiscal Year 1995-96 Budget and is funded by County funds which may partially be off-set by reimbursement under SB 90 Unfunded State Mandates Claims Fund for the AB 3454 Doe-Gallinot Certification Review Hearing Costs and the SB 665 Riese Capacity Hearing costs. III. REASONS FOR RECOMMENDATIONS/BACKGROUND: This Contractor provides for the mandated services of Hearing Officers, who are licensed to practice law in the State of California, to preside over two types of hearings: (1) Doe-Gallinot Certification Review Hearings for psychiatric patients who are detained on an involuntary status at the County's Merrithew Memorial Hospital; and (2) Riese Hearings, referred to as "capacity hearings", for psychiatric patients who are detained on an involuntary status to determine their capacity to .refuse anti-psychotic medication. Standard Contract (Novation) #24-627-6 will replace the automatic six- month extension under the prior Contract and approval of this Contract will allow the Contractor to continue providing 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 �� � 7 19 9 5 APPROVED AS RECOMMENDED OTHER VO/TE OF SUPERVISORS Y UNANIMOUS (ABSENT ) I HEREBY CERTIFY THAT THIS IS A TRUE AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN .—ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Contact: Lorna Bastian (313-6411) CC: Health Services (Contracts) ATTESTED © Risk Management Phil Batchelor,Clerk of the doard of Auditor-Controller Supervisors and-County Administrator Contractor M382/7-e8 BY `^' DEPUTY 4 Contra Costa County Number 24-627-6 Standard Form 1/87 STANDARD CONTRACT Fund/Org # 5942 (Purchase of Services) Account # 2310 1. Contract Identification. NOVATION Other _ DepArtment: Health Services - Mental Health Division Subject: Certification Review/Probable Cause/Capacity Hearing Officer for patients involuntarily confined by County 2. Parties. The County of Contra Costa, California (County) , for its Department named above, and the following named Contractor mutually agree and promise as follows: Contractor: SUSAN MARCHANT ANGEL, ATTORNEY AT LAW Capacity: Self-employed individual Taxpayer ID # 68-0095179 Address: 810 "E" Street, San Rafael, California 94901 3. Term. The effective date of this Contr t is July 1. 1995 and it terminates June 30. 1996 unless Boone nated as provided herein. 4. Payment Limit. County's tota s to Contractor under this Contract shall not exceed $45,300. 5. County's Obligations. County shall make to the Contractor those payments described in the Payment Provisions attached hereto which are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 6. Contractor's Obligations. Contractor shall provide those services and carry out that work described in the Service Plan attached hereto which is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 7. General and Special Conditions. This Contract is subject to the General Conditions and Special Conditions (if any) attached hereto, which are incorporated herein by reference.. 8. Project. This Contract implements in whole or in part the following described Project, the application and approval documents of which are incorporated herein by reference: County's current Mental Health Services Performance Contract #24-469 with the State Dept. of Health Services, and any modifications or renewals thereof, which is on file in the office of the County's Mental Health Director, and is incorporated herein by reference. 9. Legal Authority. This Contract is ente d into under and subject to the following legal authorities: Welfare an Ixn is tions Code §5600 et seq. (The Bronzan- McCorquodale Act) ; California �od : o e lations, Title 22, §72445; and California Government Code §§ 26227 and 31, 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 Section 1190 and Corporations Code Section 313). All signatures must be acknowledged as set forth on page two. Contra Costa County Standard Form(Rev. 1/95) APPROVALS/ACKNOWLEDGMENT Number 24-627-6 APPROVALS RECOMMENDED BY DEPARTMENT FORM APPROVED COUNTY COUNSEL 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 ACKNOV&EDGMENr(by Corportiaq Permerehip,or WhichW) (Civil Code 11189) Contra Costa County PAYMENT PROVISIONS Standard Form 6/90 (Fee Basis Contracts) Number 24-627-6 1. Payment Amounts. Subject 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. ] [R] a. $-3 7 75_00 monthly, or [ J b. $� 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 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. Initials: Contractor County Dept. SERVICE PLAN Number 24-627-6 1. Service Specifications. a. Hearing Services. Contractor shall provide for County certain probable cause hearing officer services, including, but not limited to "Roger S. " hearings and certification review proceedings regarding the involuntary confinement of persons alleged to be gravely disabled, a danger to self, or a danger to others by reason of mental disorder. Contractor shall also provide, for County, "Riese" Capacity Hearing officer services for involuntarily hospitalized mental patients who refuse anti-psychotic medications. In providing services hereunder, Contractor shall personally conduct hearings or shall arrange for the services to be provided by licensed attorneys who meet County's criteria for the selection and training of Hearing Officers. b. Hearing Times and Locations. Contractor shall hold Hearings at County's Merrithew Memorial Hospital, 2500 Alhambra Avenue, Martinez, California, or at such other locations(s) as may be designated by County at times mutually agreeable to County and Contractor. C. All Inclusive Rate. Contractor's fee rate, as set forth in Payment Provisions Paragraph 1. (Payment Amounts) , is an all inclusive rate for services provided under this Contract, and Contractor shall be responsible for payment to any attorney(s) who provide(s) services hereunder at the request of Contractor. d. Reporting Requirements. Contractor shall submit with its monthly Demand for payment (D-15) as set forth in Payment Provisions Paragraph 1. (Payment Amounts) , subparagraph a. , monthly reports detailing Contractor's activities including number and types of hearings held as' well as any other services provided hereunder. 2. Training. At County's request, Contractor- and any other Hearing Officer(s) provided by Contractor under this Contract shall participate in and attend training activities regarding patients' rights, certification review proceedings and "Riese" hearing procedures. 3. Charges for Services. Contractor shall not bill patients, or persons responsible for patients, for the services it provides under this Contract. Initials: Contractor County Dept. SPECIAL CONDITIONS Number 24-627-6 1. Novation. The parties having entered into a prior Contract #24-627-5, for the period from July 1, 1994 through June 30, 1995 (which contained provision for an automatic six-month contract extension for the period from June 30, 1995 through December 31, 1995) , County and Contractor hereby agree to substitute this Contract #24-627-6 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 #24-627-6. 2 . Insurance. Paragraph 19. (Insurance) of the General Conditions is hereby deleted in its entirety. 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 from June 30, 1996 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 $22, 650 (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 continue to pay Contractor in accordance with Payment Provisions Paragraph 1. (Payment Amounts) , subparagraph a. , 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. Initials: Contractor County Dept. 1 SPECIAL CONDITIONS Number 24-627-6 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 Contract Costa County's current revision of the project specified in Paragraph 8. (Project) . 4. 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. 2 Contra Costa County Standard Form 1/87 GENERAL CONDITIONS (Purchase of Services) 1. Compliance with Law. Contractor shall be subject to and comply with all Federal, State and local laws and regulations applicable with respect to its performance under this Contract, including but not limited to, licensing,. employment and purchasing practices; and wages, hours and conditions of employment, including nondiscrimination. 2. LnsptWon. 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 shaII 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 allcosts and charges thereunder. This special condition is in addition to any and all other terns regarding the maintenance or retention of records under this Contract and is binding on the heirs, successors, assigns and representatives of Contractor. 4. Reporting Requirements. Pursuant to Government Code Section 7550, Contractor shall include in all documents or written reports completed and submitted to County in accordance with this Contract, a separate section listing the numbers and dollar amounts of all contracts and subcontracts relating to the preparation of each such document or written report. This section shall apply only if the payment limit under this Contract exceeds $5,000. 1 Contra Costa County Standard Form 1/87 GENERAL CONDITIONS (Purchase of Services) 5. Termination. a. Written Notice. This Contract may be terminated by either party, at their sole discretion, upon thirty-day advance written notice thereof to the other, and may be cancelled immediately by written mutual consent. b. Failure to Perform. The County, upon written notice to Contractor, may immediately terminate this Contract should the Contractor fail to perform properly any of its obligations hereunder. In the event of such termination, the County may proceed with the work in any reasonable manner it chooses. The cost to the County of completing Contractor's performance shall be deducted from any sum due the Contractor under this Contract, without prejudice to the County's rights otherwise to recover its damages. C. Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the event that Federal, State, or other non-County funding for this Contract ceases, this Contract is terminated without notice. 6. Entire Agreement. This Contract contains all the terms and conditions agreed upon by the parties. Except as expressly provided herein, no other understanding, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto. 7. Further Specifications for Operating_Procedures. Detailed specifications of operating procedures and budgets required by this Contract, including but not limited to, monitoring, evaluating, auditing, billing, or regulatory changes, may be developed and set forth in a written Informal Agreement between the Contractor and the County. Such Informal Agreements shall be designated as such and shall not be amendments to this Contract except to the extent that they further detail or clarify that which is already required hereunder. Such Informal Agreements may not enlarge in any manner the scope of this Contract, including any sums of money to be paid the Contractor as provided herein. Informal Agreements may be approved and signed by the head of the County Department for which this Contract is made or his designee. 8. Modifications and Amendments. a. General Amendments. This Contract may be modified or amended by a written document executed by the Contractor and the Contra Costa County Board of Supervisors or, after Board approval, by its designee, subject to any required State or Federal approval. b. Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and the Service Plan may be amended by a written administrative amendment executed by the Contractor and the County Administrator or his designee, subject to any required State or Federal approval, provided that such administrative amendments may not materially change the Payment Provisions or the Service Plan. 9. Disputes. Disagreements between the County and Contractor concerning the meaning, requirements, or performance of this Contract shall be subject to final determination in writing by the head of the County Department for which this Contract is made or his designee or in accordance with the applicable procedures (if any) required by the State or Federal Government. 2 Contra Costa County Standard Form 1/87 GENERAL CONDMONS (Purchase of Services) 10. Choice of Law and Personal Jurisdiction. a. This Contract is made in Contra Costa County and shall be governed and construed in accordance with the laws of the State of California. b. Any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, State of California. 11. Conformance with Federal and State Regulations and Laws. Should Federal or State regulations or laws touching upon the subject of this Contract be adopted or revised during the term hereof, this Contract shall be deemed amended to assure conformance with such Federal or State requirements. 12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General Conditions, inspections or approvals, or statements by any officer, agent or employee of the County indicating the Contractor's performance or any part thereof complies with the requirements of this Contract, or acceptance of the whole or any part of said performance, or payments therefor, or any combination of these acts, shall not relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the County be thereby estopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract. 13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not. enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract or monies due or.to become due, without the prior written consent of the County Administrator or his designee, subject to any required State or Federal approval. 14. Independent Contractor Status. This Contract is by and between two independent contractors and is not intended to and shall not be construed to create the relationship between the parties of agent, servant, employee, partnership, joint venture or association. 15. Conflicts of Interest. Contractor, its officers, partners, associates, agents, and employees, shall not make, participate in making, or in any way attempt to use the position afforded them by this Contract to influence any governmental decision in which he or she knows or has reason to know that he or she has a financial interest under California Government Code Sections 87100, et seq., or otherwise. 16. Confidentiality. Contractor agrees to comply and to require its officers, partners, associates, agents and employees to comply with all applicable State or Federal statutes or regulations respecting confidentiality, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that: a. All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purpose not directly connected with the administration of such service. 3 Contra Costa County Standard Form 1/87 GENERAL CONDITIONS • (Purchase of Services) b. No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service. Contractor agrees to inform all employees, agents and partners of the above provisions, and that any person knowingly and intentionally disclosing such information other than as authorized by law may be guilty of a misdemeanor. 17. Nondiscriminatory Services. Contractor agrees that all goods and services under this Contract shall be available to all qualified persons regardless of age, sex, race, religion, color, national origin, or ethnic background, or handicap, and that none shall be used, in whole or in part, for religious worship or instruction. 18. Indemnification. The Contractor shall defend, indemnify,save, and hold harmless the County and its officers and employees from any and all claims, costs and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or services of the Contractor or its agents, servants, employees or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of the County or its officers or employees. Contractor will reimburse the County for any expenditures, including reasonable attorneys' fees, the County may make by reason of the matters that are the subject of this indemnification, and if requested by the County will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of the Contractor. 19. Insurance. During the entire term of this Contract and any extension or modification thereof, the Contractor shall keep in effect insurance policies meeting the following insurance requirements unless otherwise expressed in the Special Conditions: a. Liability Insurance. The Contractor shall provide comprehensive liability insurance, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of$500,000 for all damages, including consequential damages, due to bodily injury, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Such insurance shall be endorsed to include the County and its officers and employees as additional insureds as to all services performed by Contractor under this agreement. Said policies shall constitute primary insurance as to the County, the State and Federal Governments, and their officers, agents, and employees, so that other insurance policies held by them or their self- insurance program(s) shall not be required to contribute to any loss covered under the Contractor's insurance policy or policies. b. Workers' Compensation. The Contractor shall provide workers' compensation insurance coverage for its employees. C. Certificate of Insurance. The Contractor shall provide the County with (a) certificate(s) of insurance evidencing liability and worker's compensation insurance as required herein no later than the effective date of this Contract. If the Contractor should renew the insurance policy(ies) or acquire either a new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy at any time during the term of this Contract, then Contractor shall provide (a) current certificate(s) of insurance. 4 Contra Costa County Standard Form 1/87 GENERAL CONDITIONS (Purchase of Services) d. Additional Insurance Provisions. The insurance policies provided by the Contractor shall include a provision for thirty (30) days written notice to County before cancellation or material changes of the above specified coverage. 20. Notices. All notices provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the County shall be addressed to the head of the County Department for which this Contract is made. Notices to the Contractor shall be addressed to the Contractor's address designated herein. The effective date of notice shall be the date of deposit in the mails or of other delivery, except that the effective date of notice to the County shall be the date of receipt by the head of the County Department for which this Contract is made. 21. Primacy of General Conditions. Except for Special Conditions which expressly supersede General Conditions, the Special Conditions (if any) and Service Plan do not limit any term of the General Conditions. 22. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased by County under a new contract following expiration of termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure to continue purchase of all or any such services from Contractor. 23. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue & Taxation Code Section 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest. Contractor agrees that this provision complies with the notice requirements of Revenue & Taxation Code Section 107.6, and waives all rights to further notice or to damages under that or any comparable statute. 24. No Third-Party Beneficiaries. Notwithstanding mutual recognition that services under this Contract may provide some aid or assistance to members of the County's population, it is not the intention of either the County or Contractor that such individuals occupy the position of'intended third- party beneficiaries of the obligations assumed by either party to this Contract. 25. Copyrigbts and Rights in Data. Contractor shall not publish or transfer any materials produced or resulting from activities supported by this agreement without the express written consent of the County Administrator. If any material is subject to copyright, the County reserves the right to copyright such and the Contractor agrees not to copyright such material. If the material is copyrighted, the County reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, and use such materials, in whole or in part, and to authorize others to do so. 5