HomeMy WebLinkAboutMINUTES - 01191999 - C103-C107 TO: BOARD OF SUPERVISORS
01103
FROM: J. MICHAEL WALFORD, PUBLIC WORKS DIRECTOR
DATE: January 12, 1999
SUBJECT: Authorize County Purchasing Services Manager to Sign Agreement with
Computer Programming Consultant for the Public Works Department
PE IFi RE S { ) ' R M N A 1 N( )&B_A_dK_UR_5UND AND JU TIFI ATl N
1. Recommended Action:
Authorize the Contra Costa County Purchasing Services Manager to sign the following service
contract amendment identified below:
Service contract with Doug Drewes is amended for an additional amount of
$10,000 raising the cap to $73,000. The service contract term is extended
from January 1, 1999 to June 1, 1999.
Ii. Financiallmpact:
None. All costs are supported by fees.
Continued on Attachment: X SIGNATURE: - �
RECOMMENDATION OF COUNTY ADMINISTRATOR
RECOMMENDATION OF BOARD COMMITTEE
®APPROVE OTHER
SIGNATURE(S):
ACTION OF BOARD ON IX'
APPROVED AS RECOMMENDED
VOTE OF SUPERVISORS
UNANIMOUS(ABSENT J'2,iQ}'i� ) y ;Ccrtify that this IsAtrueendcorroctcopyof
AYES: NOES. o:.takers and entered on the minutes of the
3 o?5upervi on the daft Shawn.
ABSENT: ABSTAIN: ATTESTED;nVw
SCH:iv Pratt."TC- 1EL C16AAfvie 3&100
g:lv\Bdord\1-12-99.doc of 5 erWg
Orig. Div:Administrative Services ntYltcftr►Ir>istrlr
Contact: Cliff Hansen(514)313-2341
c: Auditor Controller
Purchasing
Y�
CSA - Drewes 1 '
January 12, 1999
Page Two
III. Reasons for Recommendations and Background:
The Public Works Department has employed this consultant to provide assistance with operations
and administration of Computer Aided Drafting systems. The required work will exceed the
$63,000 payment limit and will go on beyond the time limit on the contract so the limits need to
be increased.
IV. Consequences of Negative Action:
The required work will not be accomplished.
TO: BOARD OF SUPERVISORS
FROM: Phil Batchelor, County Administrator - •tl � � Contra
Costa
BATE: Coin
January $, 1999
SUBJECT:
Consulting Services with Softlink,Inc.
SPECIFIC REOUEST(S)OR RECOMMENDATION(S)E BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION:
Approve and authorize the Chair of the Board of Supervisors to execute on behalf of the
County an agreement amendment with Softlink increasing the payment limit from
$690,000 to $890,000 and extending the expiration date to June 30, 1999.
II, FINANCIAL IMPACT:
None. Funding is already approved.
III. REASON FOR RECOMMENDATION AND BACKGROUND:
In March 1996 the Board of Supervisors approved funding for a computer system to
replace the Human Resources, Payroll and Employee Benefits systems. The Board also
directed the Project Steering Committee and the Department of Information Technology
to secure the necessary technical expertise to implement the system.
The Project Steering Committee, composed of the Auditor-Controller, Director of Human
Resources, Director of Information Technology and the County Budget Officer
conducted a search for a consulting firm who could train and provide technical support to
County staff in implementing the new system, In June 1996 Softlink, Inc. was selected to
provide the necessary technical services and to insure the successful installation and
operation of the neer system.
The Softlink agreement needs to be extended until June 1999 so they can assist with the
W2 processing, the conversion of the Health Service De t to PeopleSoft e
installation of the most current version of the People,SI
o
CONTINUED ON ATTACHMENT: 'Xke SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE ----OTHER
SIGNATURES:
ACTION OF BOARD ON APPROVED AS RECOMMENDED {'JW4e t
VOTE OF SUPERVISORS
I HERESY CERTIFY THAT THIS IS A TRUE
UNANIMOUS(ASSENT- � � t AND CORRECT COPY OF AN ACTION TAKEN
AYES: _ ,.NOES: AND ENTERED ON THE MINUTES OF TME BOARD
ABSENT: ABSTAIN: OF SUPERVISORS O HE DATE SHOWN.
CC` DepTE
Department of Information Technology ATST
CAO
ED
P ATCHELOR.CL OF THE BOARD OF
AUDITOR CONTROLLER $UPERVISORS AND COUNTY ADMINISTRATOR
M362 (I0B8)
8Y ,DEPUTY
CONTRA COSTA COUNTY Number: 45748
SERVICES PROCUREMENT AGREEMENT AMENDMENT Fund: 1695
Account: 2310
1. Identification of Contract to be Amended.
Number, C45765-40
Effective Date: June 1, 1996
Department: GAO/Department of Information Technology
Subject: Human Resources and Payroll System Project
2. Patties. The County of Contra Costa,California(County),for its Department named above,and the following named Contractor mutually
agree and promise as follows:
Contractor: Soft Link,Inc.
Capacity: Corporation Taxpayer ID#41-1733683
Address: r l- l-uJ /J,
Maplewood,MI 55109
3. Amendment Date. The effective date of this Contract Amendment Agreement is December 1, 1998.
4. Amendment Soecifications. The Contract identified above is hereby amended as set forth in the "Amendment Specifications" attached
hereto which are incorporated herein by reference.
5. Slanatures. These signatures attest the parties'agreement hereto:
COUNTY OF CONTRA COSTA CALIFORNIA
BOARD OF SUPERVISORS Attest:Phil Batchelor,Clerk of the
Board Supervisors and County Administrator
1.
*/C. ; noesignee Y: � Deputy ` ✓_.r��
f CONTRACTOR
i=j
By.
ty A.) (Designate off►clal bu ess capacity B.)
Note to Contractor: For corporations(profit or nonprofit),the Contract must be signed by two officers. Signatures A must be that of the president or
vice-president and Signature B must be that of the secretary or assistant secretary(Civil Code Sec. 1190.1 and Corporations Code Sec.313). All
signatures must be acknowledged as set forth on page two.
....
....
JWV-43 —1 ? 12�31 t-RL" Utr 1 ut- i Nt-u i e-r�UU r l u plc a 1 r r 7e+��� r.u.
ley
caft Costa County SterWW F'ortn(Rw 10)
» 46748
APPPAL.S1Ac�t it WL99MENT
PRO
RECOMMENDED BY DEPARTMENT FORM APPROVED
COUNTY COUNSEL
SY— a;22s E
APF+RO1. COUNTY ADMIN!MTOR
By:
ACKNt7Wt.E13t3EMEft1T '
dAd�,-
STATE OF CAUFORNiA )
COUNTY OF CONTRA COSTA )
Ort ; ( the iitEe of the ot'iitxtit
r}
tin_ �1J
peesotWy ivown to the(or p oved to me on tutu b"s df satisf3clog }fa de the pe w(s)whole I>&(s}isl a seubwted to the witltpt
�t xW to we that hetahe"y to d tete same in hisA'uerl#*tet aced diet),W4 WIby h Nwlfheir
signatrta*s)on the insti unwt the psrmr(a),or the entity upon behalf of>atich ft persona)&*ad,executed to I<tsl mwnt
WITNESS MY HAND AND OFFICIAL SEAL .;....:...:•.�:t-+rr ��-*==
• CHRISTINE C. LARUE
Ara-C- NOTARY pUB1tC-M1NNES0TA:
V� PAMSEY COUNTY
My Ce Mm.gip.jawasy 31.2000
ACK OftEDGEMENT(by Corporation,PaMetsttip,or End•rvttlust)
(Civil Code ill"
c' '
L NM Nr`'
\CHRISTINE C. LARUE
NOTARY tS t18t iC-M3NNESOTA
ray.
PAMSVY COUNTY
My Comm.E :• .Wnuary 31,2000
Nu Ww.45748
W cotWderatim for ComftcWs wffMws to cxt gnue pmr AV wa&&V mars for tha human Reim#=Pay*ll
ar pro yct 'agam to
WA oonha as tom:
t, Increase psynwt W b$$W,000 which ism increase of SM,000
2 E*fhe sx#mOm date of m*tt hmOeoember 3l,t b"June 30.1"+3
3. iha bouq rate#turn 3156.00 per tragi m$lio.fl0 W hoar-
4. `tree County resenes flee AgM b safe this eon"d pilar 10 June 30,1999 if the Wnhcbes sem midi rte bW required.
Cotugr and Cam ate,ftmbre,to arttend that C.ontr d kiest+treff herein as Set forst avow white od otteers i of the Cortact resin
u &O"d and in h4l force&W of sa
lnitieis:
qty D"L
TOTAL P.04
i`�
/V6
CI
4W;
•' Contra
Costa
TO: BOARD OF SUPERVISORS
: . _-.. County
FROM: DENNIS M. BARRY, AICP '•;
COMMUNITY DEVELOPMENT DIRECTOR
DATE: January 19, 1999
SUBJECT: Contract for Biologic Monitoring Services
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
EEC MMENDAT ION
Authorize the Community Development Director or his designee to
execute on behalf of the County a master contract with Barrett H.
Anderson for monitoring services through June 30, 1999 in an amount
not to exceed $20, 000 .
FISCAL `[MPA,=
There is no fiscal impact to the County. The cast for these
services are covered by applicant fees.
BBACKGRQ12MIR ASONS FOR RECOMMRNDAIIQNE
Mr. Anderson currently has one contract with the County to provide
biologic monitoring services for the Country Club at Gale Ranch
Project (SD927796) . Approximately $6, 600 remains in that contract.
The Department would like Mr. Anderson to provide similar
monitoring services for other projects including the Windemere
Ranch Project (SD957976) and the Roddy Ranch Project. (LP982030) .
Mr. Anderson is a biologist who provides professional skills not
otherwise available in the Department . These monitoring services
would be entirely covered by fees charged to the developers.
The Department proposes to close the current contract with Mr.
Barry and to replace it with a single contract for biologic
monitoring and assessment services . This new contract would
allow for an additional $13,400 in services. Utilizing a master
contract system allows our Department to respond more quickly to
the needs of the development community.
CONTINUED ON ATTACHMENT: SI(fi1ATURE
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOX ENDA'TION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S) :
ACTION OF BOARD ON APPROVED AS RECOMMENDED
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A
UNANIMOUS (ABSENT TRUE AND CORRECT COPY OF AN
AYES: NOES: ACTION TAKEN AND ENTERED ON THE
ABSENT: ABSTAIN: MINUTES OF THE BOARD OF
SUPERVISORS ON THE DATE SHOWN.
Contact: Louise Aiello - 335-1223
Orig: Community' Development Department ATTESTED 2 ill _
CC: County Administrator PHIL BATCHELOR, ZiERR OF
County Counsel THE BOARD OF SUPERVISORS
Auditor-Controller - Judy Coons AND COUNTY ADMINISTRATOR
Accounting - David Joslin
Barrett Anderson BY EPUTY
J:anamaria\biologic.con
lob
,•,•.. Contra
Costar
TO. BOARD OF SUPERVISORS County
,_ `••
FROM. DENNIS M. BARRY, AICP '
COMMUNITY DEVELOPMENT DIRECTOR
DATE. January 19, 1999
SUBJECT: Contract for Mitigation/Compliance Monitoring Services
SPECIFIC REQUEgT(S) OR RECOMMENDATIONS) & BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS
Authorize the Community Development Director or his designee to
execute on behalf of the County a master contract with Debra A.
Sanderson for monitoring services through June 30, 1999 in an
amount not to exceed $40, 000 .
FISCAL IMPACT
There is no fiscal impact to the County. The cast for these
services' are covered by applicant fees .
'KGRO1 S FQ REMMME �rA_IOC
Ms. Sanderson currently has two contracts with the County Community
Development Department to provide planning and environmental
monitoring services for the Country Club at Gale Ranch Project
(SD927796) and the Windemere Ranch Partners' Project (SD957976) .
The Department would like Ms . Sanderson to provide similar
services for other projects such as the Roddy Ranch '(LP982030) .
Ms. Sanderson provides professional skills not otherwise available
in the Department. These monitoring services would be entirely
funded by fees charged to the developers .
The Department proposes to close these contracts and replace them
with a single Master Contract for Monitoring services in an amount
not to exceed $40, 000 . This new contract would allow for an
additional $29,000 in services. Utilizing a master contract system
allows our Department to respond more quickly to the needs of the
development community.
CONTINUED ON ATTACHMENT: � Y24 SIGNATURE
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S) :
ACTION OF BOARD ON APPROVED AS RECOMMENDED OMM
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A
UNANIMOUS (ABSENT _ TRUE AND CORRECT COPY OF AN
AYES. NOES. ACTION TAKEN AND ENTERED ON THE
ABSENT: ABSTAIN: MINUTES OF THE BOARD OF
SUPERVISORS ON THE DATE SHOWN.
Contact: Louise Aiello - 335-1223
Orig. Community Development Department ATTESTED 9
CC: County Administrator PHIL BATCHELOR, C�*RK OF
County Counsel THE BOARD OF SUPERVISORS
Auditor-Controller - Judy Coons AND COUNT)r ADMINISTRATOR
Accounting - David Joslin
Debbie Sanderson BY DEPUTY
j.anamaria\maater.con
To: BOARD OF SUPERVISORS Contra
Costa
FROM: Victor J. Westman, County Counsel county
GATE: January 19, 1999
SUBJECT: Approval of Contract for Specialized
Professional Services
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS:
APPROVE a contract for specialized professional legal services;with Horvitz & Levy,
LLP.
BACKGROUND/REASON'S FOR RECOMMENDATIONS:
This agreement is to retain and continue the specialized professional services of Horvitz
& Levy, LLP, as conflict counsel on behalf of one of the County employees against whom punitive
damages were recently awarded in the legal action Devon Wilkes v. Merrithew Memorial Hospital, et
al., Sup. Ct. No. C98-011873. This firm has specialized legal expertise in the handling of post trial
motions and appeals concerning trial court awards of punitive damages which expert services will
continue to be available to protect the County and its employees' interest with the entering of this
proposed agreement.
CONTINUED ON ATTACHMENT: SIGNATURE: A99;9 Z7.
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF
BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S):
ACTION OF BOARD ON January 19, 1999 APPROVED AS RECOMMENDED _
VOTE OF SUPERVISORS
UNANIMOUS (ABSENT l2&Z%, I HEREBY CERTIFY THAT THIS 1S A TRUE
AYES: NOES: AND CORRECT COPY OF AN ACTION
TAKEN AND ENTERED N THE MINUTES OF
ABSENT: ABSTAIN: THE BOARD OF SUPERVISORS ON THE
DATE SHOWN.
cc: County Counsel (5-1800) ATTESTED
Risk Management BATCHE , CLERK OF THE
County Administrator ARD OF SUPERVISORS AND
M382 COUNTY ADMINISTRATOR
BY , DEPUTY
:JHEREwoANN\1eYy0RAP0
Cwatra Costa County Number
CONTRACT FOR LEGAL SERVICES Fund/Org # q 'Y
Account # �3/o
1. C b: t Identification. Other#
Department: County Administrator - Risk Management
Subject: Legal Services
2. fttm. The County of Contra Costa, California(County), for its Department named above, and
the following named Contractor mutually agree and promise as follows:
Contractor: Horvitz & Levy
Capacity: Law Firm Taxpayer ID #
Address: 15760 Ventura. Blvd., l8th Floor
Encino, CA 91436
3. Term. The effective date of this Contract is December 20, 1998 and it terminates December 20,
2001 unless sooner terminated as provided herein. This contract supersedes all previous contracts
between the parties.
4. paymmt Limit. County's total payments to Contractor under this contract shall not exceed (not
applicable).
5. TPM natign. This Contract may be terminated by the County, at its sole discretion, upon five-
day advance written notice thereof to the Contractor, or canceled immediately by written mutual
consent.
6. CgUnUls Ob i ationn . In consideration of Contractor's provision of services as described below,
and subject to the payment limit expressed herein, County shall pay Contractor,upon Contractor's
submission of a properly documented demand for payment(County Demand Form D-15) which
shall be submitted not later than 30 days from the end of the month in which the contract services
were rendered, and upon approval of such demand by the head of the County Department for
which this Contract is made or his designee, as follows:
[Check one alternative only]
( ) hour; or
[ ] a. FEE RATE: $ per service unit: { } session, as defined below; or
{)calendar (day, week or month)
NOT TO EXCEED a total of service unit(s).
[ ] b. Payment in full after approval by the Department.
[XA] c. As set forth in the attached Service Plan.
7. Contractor's Obliga ions. Contractor shall provide the following described services:
Contractor shall perform legal services and legal representation as set out in the Service Plan,
attached.
8. 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.
1—
''I'll-,..............................................................................................................................................................
...................................................................................... ''I'll
Contra'Costa County CONTRACT FOR LEGAL SERVICES Number
"17
9. NonftcriMing= 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.
10. Inde odent QMkaCta Stator. This Contract is by and between two independent contractors
and i- not intended to and shall not be construed to create the relationship between the parties of
is
agent, servant, employee, partnership,joint venture, or association.
11. Dispula. Disagreements between the County and Contractor concerning the meaning,
irements, or performance of this Contract shall be subject to find 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.
12. ACM to Books and Records of!Contractor, &bcontractor. 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, the Comptroller
General, the County, 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 Secretary, the Comptroller General, the County, 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 hereunder.
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.
13. Reporfing Fgqulrenients. Pursuant to Goverment 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.
14. LudgM . The Contractor shall defend, indemnify, save, and ihold 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, except as stated herein, 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
refinburse 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.
2—
Contra Costa County CONTRACT FOR LEGAL SERVICES Number
15. Endo r.= not . Contractor shall not in its capacity as a contractor with Contra Costa County
publicly endorse or appose 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.
16. L&gal Authority. This Contract is entered into under and subject to the following legal
authorities: California Government Code Sections 26227 and 31000.
17. Si natur . These signatures attest the parties' agreement hereto:
By Designtt By
A ved: County Administrator
BY Designee (Designate official capacity)
12ecomme ded by Department
By Designee -2- [Form approved by County Counsel]
Note to Q t r: 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).
3- 113
SERVICE PLAN
1. Contractor shall perform legal services and legal representation on behalf of Frank Puglisi in the
action entitled Devin WUts v. M a w Me orial Hospital, and as may be requested by
County through the Office of the County Administrator or its designee in such other matters as
may be assigned through the Office of the County Administrator or its designee. Contractor shall
assign tasks to members of its staff who.are qualified and competent to provide professional legal
service and legal consultation, and possible joint representation as necessary. The County
reserves the right to designate particular staff members for matters requiring specialized
knowledge and experience. The persons so designated are Ion Eisenberg and Lisa Jaskol. Before
assigning other personnel to any task, Contractor must obtain written approval by the Office of
County Counsel of the assignment and the hourly rate of the person(s)to be assigned. No major
decisions concerning the handling of the case, including commitments for substantial expenditures
concerning retention of expert witnesses, strategic decisions, or settlement offers are to be made
without prior notice to the County Administrator, the County Counsel or their designee and when
appropriate or necessary, the Board of Supervisors.
2. At no expense to Contractor, County shall provide such reports, investigations, records, maps and
other documents as are reasonably necessary for legal defense of a case.
3. Contractor shall receive the following rates: Ion Eisenberg: 275/hr.; Lisa Jaskol $225/hr for
services as compensation for all services performed during the term of this contract. Contractor
shall be paid for its actual and reasonable out-of-pocket expenses necessary in defense of a case.
Such expenses include but are not limited to filing fees, expert witness fees, court reporter fees,
mileage, and telephone calls. There shall be no charges for facsimile transmissions from
Contractor to the County.
4—
.........................................................................................................................................................
...................................................................................................................
SPECIAL CONDITIONS
1. The following paragraph is added to the provisions this Contract:
Conflict of Interest: Contractor agrees that Contractor and members of its staff shall avoid any
actual or potential conflicts of interest. Contractor agrees to immediately notify County
Administrator or his designee of any case which may involve an actual or potential conflict of
interest. Contractor shall not accept any employment or representation adverse to the interests
of County without first notifying County of Contractor's intention and obtaining County's written
permission to accept the representation. Contractor warrants that at the date of execution of this
contract, Contractor is not aware of any present adverse representation, and agrees if such
adverse representation is discovered, County will be immediately notified in writing of the
conflict.
2. Contract Provision 14 and General Condition Provision 17, Tndenifi tion, are deleted in
their entirety, and are replaced by the following:
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, except as stated herein, 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. This indemnification provision does not apply to
professional liability claims arising out of or based on the caliber or adequacy of the professional
legal services provided under this contract.
3. The following paragraph is added to the insurance provisions of the Contract for Legal
Services:
Liability Insurance: It is required that the Contractor must have in force a Professional
Liability Insurance Policy with not less than one million dollars ($1,000,000) in coverage.
4. Additional Payment Provisions:
Time entries must be itemized.
No interoffice consultation charges are allowed without advance approval from the
supervising County attorney.
Only one attorney may attend court hearings, depositions, trials, and settlement
conferences. Authorization must be obtained from Risk Management or County Counsel
if more than one attorney is required.
Paralegal time must be itemized. Use of more than one paralegal per attorney requires
authorization from Risk Management or County Counsel. The County will not pay more
than $65 per hour for paralegal time, except for services rendered by exceptionally well-
5- &,
......... ......... ......... ......... ......... ......... ......... ......... ......... ..........
......... ......... ......... ......... ......_.. ._........_............_........................................................_........._.....
Z s%7
qualified personnel with special skills. Any paralegal services to be rendered at rates
exceeding $65 per hour must be approved in advance and in writing by the supervising
County attorney, both as to rate and as to the services to be performed at that rate.
Clerical casts such as word processing, indexing, tabulating, calendaring, and filing are
not be charged to the County. These activities are not allowed under paralegal billings.
In exceptional circumstances, extraordinary clerical costs may be changed to the County
upon advance written approval by the supervising County attorney.
Messenger services should be used only upon the request or with the advance permission
of Risk Management or County Counsel.
Reports acknowledging assignments must include an assignment plan and a legal reserve
based upon an estimate of time and costs to resolve the matter. Authorization from Risk
.Management or County Counsel is required prior to the filing of motions or pursuit of the
plan.
Each written report must conclude with a total of legal fees and costs charged to date.
GENERAL CONDITIONS
1. Compliance with brew. 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. Rteords. 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. sorting 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.
5. Termination.
7— ,;
GENERAL CONDITIONS
a. Written Notice. This Contract may be terminated by either parry, at their sole discretion,
upon five-day advance written notice thereof to the other, and may be canceled 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.
6. Lntke 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 Sluirications 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 Federalapproval.
b. Admi istrative Amendments. Subject to the Payment Limit, 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. 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.
10. ConfQ mance with Federal and State Regulations and Yaws. 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 require-
ments.
8— Z
GENERAL CONDITIONS
11. Na WAiyer byC unto. 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 terns and conditions of this
Contract.
12. i bcontractt 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.
13. Independent Cautractor s at; . 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.
14. vnfl1 tis 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.
15. Caundendafity. 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.
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.
lb. XMdiscrr' Uat+nry Services. Contractor agrees that all goods and services under
this Contract shall be available to all qualified persons regardless of age, isex, 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.
17. I, cam_nifi at,rrn. 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
9--
..............11.........................................................................................................................................................
.............................................................................................-
/V;�
GENERAL CONDITIONS
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.
18. JUMgM. During the entire term of this Contract and any extension or
modification thereof, and in addition to the professional liability insurance required under this Contract,
the Contractor shall keep in effect insurance policies meeting the following insurance requirements unless
otherwise expressed in the Special Conditions:
a. LWOUInst. 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' CompMation. 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.
d. AddWonal Insure ce 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.
19. 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.
20. Edm=of GeneralCondi 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.
21. Nonrenewal. Contractor understands and agrees that there is no representation,
10—
........11............................................................................................................................................................
.................................................................................................
GENERAL CONDITIONS
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.
21 _P_Qsses&r_y 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.
23. No lhird_-Party Bene Edi aries. With the sole exception of services provided by
Contractor to David Dornaus, and 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.
24. CourigWs au d 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.
25. 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.
26. Rmired Audi . 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 federally-required audit annually and shall submit the audit to the County in the time,
.....................................................................................................................................................
.......................................................
GENERAL CONDITIONS P?
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.
H.iGRoupsvmR,ncASESWB-2039xanMV.ONGCON2.WPD
12—