HomeMy WebLinkAboutMINUTES - 10142003 - C15 TO: BOARD OF SUPERVISORS Contra
FROM: Fire Chief Keith B. Richter - Costa
Contra Costa County Fire Protection District
County
DATE: October 14, 2003
SUBJECT: Long Form Service Contract with Managed Health Network
SPECIFIC REOUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION:
APPROVE and AUTHORIZE the Fire Chief, Contra Costa County Fire Protection District, to execute a Long
Form Service Contract with Managed Health Network(MHN)for the period July 1, 2003 to.lune 30, 2004 for the
continued prevision of an Employee Assistance Program (EAP)to the employees of the Contra Costa County
Fire ProtectionDistrict.
FINANCIAL IMPACT:
The total annual cost of providing the EAP is $24,112.08. The contract amount is included in the District's
FY 2003-04 budget.
BACKGROUND/REASONS FOR RECOMMENDATION:
The Contra Costa County Fire Protection District has provided an EAP for its employees and their dependents
since 1988.
The EAP services include a maximum of seven (7) individual private or group counseling sessions per employee
(includes dependents) per contract year and "critical incident" debriefing sessions for emergency response
personnel following emotionally traumatic incidents encountered on the job. There is 24-hour toll-free access to
the program and it offers confidential and professional counseling sessions on a variety of human problems.
Since the contract contains a mutual indemnification provision, it needs to be approved by the Board of
Supervisors.
CONTINUED ON ATTACHMENT: YES SIGNATURE: I
"`'RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
s 7
SIGNATURES• x .,,.-�
ACTION OF BO DN OCIUBEK 14 APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
!HEREBY CERTIFY THAT THIS IS A TRUE
UNANIMOUS(ASSENT di ) AND CORRECT COPY OF AM ACTION TAKEN
AYES: NOES: AND ENTERED ON THE MINUTES OF THE HOARD
ASSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN.
ATTESTED OCTOBER 14,2003
Contact: Mike George 930-55£36 JOHN SWEETEN,CLERIC OF THE SOARD OF
cc: County Administrator/Rich Seithei SUPERVISORS ANO COUNTY ADMINISTRATOR
Auditor-Controller
County Counsel
C.C.C. Fire Protection District �1 `
BY ,DEPUTY
U:\KR\BOARDORDERMHNCt3NTRACTRENEWAL309.D C
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Contra Costa County STANDARD CONTRACT Number
Standard Form'L-1 (Purchase of Services-Long Farm) Fund/Org# 202000/7300
Revised 2002 Account# 2310
Other#
I. attract Iden cation.
Department: Contra. Costa County Fire Protection District
Subject: Employee Assistance Program
2. P . The County ofContra Costa,California(County),for its Department named above,and the following
named Contractor mutually agree and promise as follows:
Contractor: Managed Health Network
Capacity: Corporation
Address: 503 Canal Boulevard
Point Richmond, CA 94804
3. Term. The effective date of this Contract is 3, 1, 2003 It terminates on
.Tonne 30, 2004 unless sooner terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not exceed
$ 24,112.08
5. County's Clblig-tions. 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 Qbllgrations. Contractor shall provide those services and carry out that work described in the Service
Flan attached hereto which is incorporated herein by reference,subject to all the terms and conditions contained or
incorporated herein.
7. General and Spgcial Candi ons. This Contract is subject to the General Conditions and Special Conditions(if
any) attached hereto, which are incorporated herein by reference.
8. Pro'ect. This Contract implements in whole or in part the following described Project,the application and approval
documents of which are incorporated herein by reference:
L-I (Page I of 2)
x Contra Costa County STANDARD CONTRACT Number
Standard Form L-I (Purchase of Services -Long Form)
Revised 2002
9. Legal Authorily. This Contract is entered into under and subject to the following legal authorities.
California Health and Safety Code Section 13861
10. n rte+ s. These signatures attest the parties'agreement hereto:
COUNTY OF CONTRA COSTA.CALIFORNL4,
BOARD OF SUPERVISORS A'T'TEST: Clerk of the Board of Supervisors
$ By
Chairrnan/Designee Deputy
CONTRACTOR
Name of business entity m 0 Name of business entity
y
(Signature of individual oro icer) (Signature dPindividual or officer)
(Print name and title A, if applicable) (Print name and title B. if applicab e)
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 11903 and Corporations
Code Section 313). All signatures must be acknowledged as set forth on form L-2.
L-1 (Page 2 of 2)
............................................................................................................................................................................................................................................................................................................................
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
r
State of California
ss.
I County of �
,I
n before me,
Ll
(7tt. ►lt4." 1
Date 1a4gnd Title of Officer e.g.,"Jane Doe,Notary Public")
'
personally appeared
Name(s)of Signar(s)
personally known to me
❑ proved to me on the basis of satisfactory
evidence
to be the person(pl whose name(j4 is/ate
subscribed to the within instrument and
acknowledged to me that he/she/t#Qy executed
JAN
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the same in s/her/tk�" authorized
Commission#3292.393
Z Notcay public-Coiitornia capacity0es-}, and that by his/her/tb,ei4
t: McTfn County signature(,9'j on the instrument the person('), or
-o'28• the entity upon behalf of which the person(
acted, executed the instrument.
FWITNS my ha an ial seal.
l
i
Place Notary Seal Above Signature of No a bllc
(
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached/jpocumet
Title or Type of Document: '►�+ �`
r
Document Date: Number of mages:
Signer(s) Other Than Named Above:
Capacity(les) Claime(by Signe
Signer's Name:
❑ Individual Tap of thumb here
[;;-�Corporate Officer--Title(s): -
❑ Partner—❑Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer is Representing:
0 1990 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313.2402•www,nattonainotery.org Prod.No.5907 Reorder:Call Toil-t=ree 1-800.876.6827
Contra Costa County APPROVALS/ACKNOWLEDGMENT Dumber
Standard Form L-2 (Purchase of Services -Long Farm)
Revised 2002
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
COUNTY COUNSEL
By:, By: 1'3�x
'4'
Designee Deputy
APPROVED: COUNTY ADMINISTRATOR
By:
Designee
ACKNOWLEDGMENT
STATE OF CALIFORNIA. }
) ss.
COUNTY OF CONTRA COSTA )
On 2 , before me
(insert name and title of the officer),personally appeared
own tom 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.
SANDRA
Comm,4 1250$
Signature NarAft usLic CAt2FpRNrA
Cf&Ctiurtty of San franai$ca*'
my
Camm,fxp}res len.22,2004 y
ACKNOWLEDGMENT(by Corporation,Partnership,or Individual)
(Civil Code§1 l&9)
,L-2 (Page l of 1)
...................................................................................................................................................................................................................- -
Contra Costa County PAYMENT PROVISIONS Number
Standard Form P-I (Fee Basis Contracts-Long and Short Form)
Revised 2002
1. rymen m unt,s. Sub ect to-tho Pavrnent Limit of this Contract and subject to the following Payment
Provisions,County will pay Contractor the following fee as full compensation for all services,work,expenses or
costs provided or incurred by Contractor:
[Check one alternative only.)
a. $ 2,009.34 monthly, or
[ b. $_per unit, as defined in the Service Plan, or
(] c. $ after completion of all obligations and conditions herein.
[ ] d.
2. Pater ent Demandfi.Contractor shall submit written demands for payment on CoountyDemand Form D-15 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 acttiallyrendered.
Upon approval ofpayment demands by the head ofthe 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 fgr Lath Submission. if County is unable to obtain reimbursement from the State ofCalifornia as a result
ofContractor's failure to submit to County a timely demand forpayment as specified in Paragraph 2.(Payment
Demands)above,County shall not pay Contractor for such services to the extent County's recovery of holding is
prejudiced by the delay even though such services were fully provided.
4. R%ht to Withhold. County has the right to withhold payment to Contractor when,in the opinion of County
expressed in writing to Contractor,(a)Contractor's performance,in whole or in part,either has not been carried
out or is insufficiently documented,(b)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.
S. And Exeggtions. Contractor agrees to accept responsibility for receiving,replying to,and/or complying with
any audit exceptions by appropriate county,state or federal audit agencies resulting from its performance ofthis
Contract. Within 30 days ofdemand,Contractor shall pay County the full amount of County's obligation,if any,
to the state and/or federal government resulting from any audit exceptions,to the extent such are attributable to
Contractor's failure to perform properly any of its obligations under this Contract.
Initials:
Form P-1 (Page I of 1) Contractor County Dept.
Service Plan
M"N Contra Costa CountyFire Protection Disk
A MING District
W
Ua MHN EAP .Benefit Highlights (July 1, 2003 -June 30, 2004)
OWN
Face to Face Clinical Counselin ✓ 7 sessions Tamil unit,M benefit geriod
Legal Matters ✓ Advice for Family Law FOR
✓ Consumer issues
✓ Landlord/tenant issues
✓ Personal injury
✓ Contracts
✓ Criminal matters
Financial Matters ✓ Budgeting
✓ Credit issues
./ Financialplanning;
Child&Elder Care Assistance ✓ Help for assessing needs
✓ Choosin appropriate resources
FederalL .... , .;.•. ,. :, ,:3•.- . r :: ; <_. ..a><.
Tax Consultation ✓ IRS Audits
If Unfiled taxes
✓ Past due tax returns
Pre-Retirement Planning ✓ Help for retirement planning
✓ Financial planning
✓
Lifestyle changes
Organizing Life's Affairs ✓ Help for arranging final details for a loved one or yourself
✓ Locate/organize vital documents
Sanity Savers ✓ Personal assistance service
✓ Resource locator
Management Consultation Services ✓ Down-sizing issues
Services available for Human Resources, ✓ Violence in the workplace
Managers and Supervisors ✓ Workplace Conflict
✓ Attendance Problem
✓ Management Consultations
✓ Job Performance Referrals
If Critical Incident Stress Debriefing
Unlimited number of incidents available Q0 hours M incident
y
Workshop Seminars ✓ Many topics available including Personal Development,Change,
Stress Management,Communication,etc.
✓ 4 hours included perXPVOI contract ear
Employee Orientations & ✓ Presentations on the EAP services available&how to access them
Sueervisoa Orientations ✓ Unlimited
-_. 777 _7777.7-71
MHN Online Member Services ✓ Online clinical referrals
✓ Work/Life information
✓ Multi-media, self help"Stress"program 3
✓ Easy access via any computer: I
Web site address: memtbers, hn.com '
Com an /Access Code: cccf d
r,
Toll Free Access Number ✓ Available 24 hours/day, 7 days/week.:
800 227-1060
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............................................................................................................................................................................................................................................................................................................................
MNN
W
Service Plan
MHN Employer Services for Contra Costa County Fire Protection District
Management Consultation
Our team of Management Consultants is available to your management and-supervisory staff when they need
guidance and support in dealing with difficult workplace situations and troubled employees. We consult with
you to discuss the details of a specific incident or an overall problematic circumstance. We offer insight,
assessment,options,skill training,and assistance in developing action plans that fit for your managers and
their employees. With this kind of direct support and guidance your managers and supervisors are empowered
to do their best.
Jab Performance Referrals(JPRs)
When an employee's behavior,noncompliance,or lack of productivity signal the need for Structured
intervention and careful monitoring,a formal supervisory referral to the EAP may make a difference. When
formal referrals,or 3PIts,are initiated,our EAP professionals consult with supervisors and managers to discuss
the case in detail. We help design a corrective action plan and provide confidential guidance in constructively
confronting the employees.The need for a referral is discussed as well as the role of the supervisor in the job
performance referral process. When the referral is made and the employee contacts MHN,we request a signed
consent for release of information that allows our EAP professionals to follow up with management
concerning the employee's attendance at EAP sessions,participation and compliance with the treatment plan,
and ongoing prognosis.
On-Site Critical Incident Stress Debriefing(CISD)
When a critical incident strikes your company, MHN's team of CISD coordinators will be there to help you
organize and implement a timely response. MHN maintains a national network of more than 1,000
professional counselors with expertise in the area of post-traumatic stress debriefing,who work with our
coordinators in responding to an average of 300 CISDs each year. Unlimited critical incident debriefings(not
exceeding 20 hours per incident)are available to the Contra Costa County Fire Protection Agency each
contract year.
Training Seminars and Workshops
As part of the contract for the Contra Costa County Fire Protection Agency, four(4)Training/Workshop hours
are available to be used during the contract year. These hours can be applied toward any training or workshop
topic in M-IN's Training Catalog. Workshop topics address major issues employers are facing today. Topics
addressing Harassment,New Managers,Employee Coaching,and Diversity in the Workplace are just a few
examples of how MHN can help develop a knowledgeable leadership and potentially avoid costly legal
activity.
Employee Orientations
Employee orientations are approximately 30 minutes long and are designed to outline and clarify how
employees and their eligible dependents can access their EAP program.
Supervisory Orientations
Supervisory Orientations are designed to educate supervisors and managers on the management support
resources available through the EAP. Orientations last approximately 90 minutes. The orientations help the
manager/Supervisor understand the resources available through the EAP,determine when and how to
encourage an employee to consider the EAP,and coordinate EAP referrals and Management Consultation
services.
503 Canal Boulevard-Pt.Richmond,CA 948—Phone 81)0-977-5803.Fax 510-620-5373•.E-mail: MllN.lCS@MHN.com
MHN
W"A MIND
0 YOUR Service Plan
NMN Employee Services for Contra. Costa County Fire Protection District
•Clinical Services
Members can access their Employee Assistance Program services 24/7 to obtain referrals for counseling sessions.
Most problems,such as phase of life,marital/family,and work-related issues respond well to short-term counseling.
MHN has 32,000 network providers available for face-to-face counseling. This gives employees excellent access to
providers to address minor stressors before they progress and have a significant impact on productivity and
disability. Contra Costa County Fire Protection District members have 7 sessions per family unit per benefit period.
Life Management Services
MHN's Life Management Services are a unique component of our EAP.Designed to complement our clinical
services,telephonic consultation services are provided by an MHN staff member with expertise in financial,
dependent care or other work and family issues.Members needing legal assistance can also speak with an MHN
network attorney by phone.All of the following Life Management Services are available to Contra Costa County
Fire Protection District members:
• Child&Elder Care Consultations
Our service helps members assess dependent care needs,and identify and evaluate appropriate resources.
• Financial and Credit Consultation
MHN financial counselors offer telephone assistance for a member wishing to design a personal/family
budget,work with creditors,restructure debt,or improve and re-establish credit. MHN financial counselors
review information about income and expenses submitted by the member.
• Legal Consultation
Legal consultations are our most utilized non-clinical EAP service.Attorneys,under contract to MHN in all
50 states,are available for half-hour telephone consultations with members to provide advice and direction.
• Organizing Life's Affairs Counseling
Experienced consultants provide members with practical suggestions and guidelines or checklists,which
help them develop a system for organizing personal records.Counselors assist members coping with
decisions,outlining future funeral arrangements and exploring the value of a personal legacy for their heirs.
• Federal Tax Audit and Collection Assistance
MHN's consultation service can provide assistance in dealing with the Internal Revenue Service.
Consultation is available through the EAP for problems with the IRS that involve:unpaid federal taxes,
penalties,and interest;unfiled,past due,federal tax returns;and any other problems with the IRS that the
member is unable to resolve.
• Pre-Retirement Consultation
This telephone counseling service,provided by staff consultants in MHN's Life Management Services
division,covers a wide range of information for persons of any age planning their retirement.
• Sanity Savers am
Our concierge-type Sanity Savers service provides solutions to everyday challenges of life such as ordering
flowers, planning a vacation,arranging transportation,or buying theater tickets.
MHN Online Member Services
Our Online Member Services help employees manage a wide range of emotional health,work and life challenges,
all in one convenient website. Employees can search for an EAP provider and receive a referral to an EAP
counselor;access our clinically validated"Triumph Over Stress"multimedia self-care program;and access articles,
information and assistance for many work/life topics. These services can be accessed 24 hours a day,seven days a
week. (Visit members.mhn.com and use the following Company/Access code:cccfpd to register on the site).
503 Canal Boulevard•PE.Richmond,CA 94804•Phone 800-977-5801.Fax 510-624-6373-E-mail: MHNJCS@).MHN.com
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Cora costa cou aty Number:
3titndard From L-4 SPE+GUL COMMONS
Rimed Zit (Purchm of Services—Long Foran)
The following Special Conditions apply to the Contract between Managed Health Network, Incorporated(Contractor)
and the County:
1. AWItEitI Paragraph 6(Audit Exceptions)of the Payment Provisions Is replaced with the following:
"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 o result of Its performance of the Contract.
Contractor also agrees to pay to the County within days-of demand by the County the full amount of the County's
Obligation,If any,to the extent such are attributable to this Contractor's(allure to perform properly any of Its
obilgatim under this Contrad."
2. Bepotg'ELaulroments. Paragraph 4(Reporting Requirements)of the General Conditions Is replaced with
the following:
T Government Code 7660 applies, Contractor shall Include In all documents or written reports completed and
submitted to the 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.'
3. C nd Personat Jurlsd€coon. Paragraph 10(Choice of Law and Personal Jurisdiction)of the General
Conditions Is replaced with the fallowing:
'Any action relating to this Contract shall be Instituted and prosecuted In a mutually agreed upon location. If
parties cannot reach agreement upon such location, any action relating to this Contract will be instituter(and
prosecuted In the courts of Contra Costa County, State of California."
4. Subr Wa signment. Paragraph 13(Subcontract and Assignment)of the General Conditions Is replaced
with the following:
*Notwithstanding the foregoing, Contractor shall have the right to sell,transfer,convey or assign this Contract to
any successor, subsidiary, transfer, parent or affiliate of Contractor and such assignee shall acquire all of the
rights, duties and obligations of Contractor as set forth herein. Upon assignment by Contractor to a successor,
County may,at County's option,terminate the Contract with ten(10)days'notice."
5. Indiwifloation. Paragraph 18(indemnification)of the General Conditions Is replaced with the following:
"County agrees to Indemnify and hold harmless the Contractor for the County's share of any and all claims, costs
and liability for any damage, injury or death of or to any person or the property of any person, including attorneys
fees,arising out of the willful misconduct or the negligent acts, errors or omissions of the County In performance
of the Contract.
Contractor agrees to Indemnify and hold harmless the County for the Contractor's share of any and all claims,
costs and liability for any damage, Injury or death of or to any person or the property of any person, Including
attorneys fees, arising out of the Wilful misconduct or the negligent acts, errors or omissions.of the Contractor,
its officers or employees."
Initials:
Contractor County Dept.
L-4 (Page 1 of 2)
Comm Costa Comfy Number:
Stgodard•From L-4 SPECIAL CONDITIONS
Revised 2002 (Pumbase of Services—Long Form)
6. Insulgin ffi. Paragraph 19(insurance)of the General Conditions Is modified as follows:
LigWH y Insurang2, (Section a)
For all contracts where the total payment limit of the contract Is$500,000 or less, Contractor shall provide
comprehensive liability Insurance, Including coverage for owned and noel-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 thersof,arising from each occurrence. Such Insurance shall be endorsed to Include County and Its cffloers
OW employess as additional Insureds as to all services performed by Contractor under this agreemeaL Sold
policies shall constitute primary Insurance as to 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(4)shell not
be required to contribute to any loss covered under Contractor's insurance policy or policies. For all contract
where the total payment limit Is above $500,400, the aforementioned Insurance coverage to be provided by
Contractor shall have a minimum combined single limit coverage of$1,000,000,and Contractor shall be required
to provide County with a copy of the endorsement making the County an additional Insured on the general ll ilty
Insurance policy as required herein no later than the effective date of this Contract."
&dditlonai Insure ce Provision . (Section d)
'The Insurance policies provided by Contractor shall include a provision that Contractor will endeavor to provide
thirty(30)days written notice to County before cancellation or material change of the above specified coverage.
If Contractor cannot provide 30 days'advance written notice to County of cancellation or material change of its
Insurance coverage because Contractor Was not provided With 30 days'Notice,then Contractor will endeavor to
provide County with such notice as soon as Is reasonably practical!
7. l+'3.ea ire Audit. Paragraph 27 (Required Audit).
This Paragraph does not apply to the Contract between Managed Health Network, Incorporated(Contractor)and
the County.
Initials:
Contractor County Dept.
L-4 (Page 2 of 2)
............................................................................................................................................................................................................................................................................................................................
Contra Costa County GENERALCONDMONS
Standard Form L-5 (Purchase of Services -Long Form)
Revised 2002
1. lls eLNJth.Lsw Contractor shall be subject to and comply with all applicable federal,state and local laws
and regulations 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. moi . Contractoesperformance,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. HIM&& 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. Reteht on of Records. Contractor shall retain all documents pertaining to this Contract for five years from
the date of submission ofContractoes final payment demand or final Cost Report;for any mer period that is
required by lav;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 LQQptractc�r,SttbeontractQ . 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 County,.
the Secretary of Health and Human Services, or the Comptroller General, or any of their duly authorized
representatives,this Contract and books,documents,and records of Contractor necessary to certify the nature and
extent of al l 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, the Secretary, the Comptroller General,or any of their duly
authorized'representatives,the subcontract and books,documents,and records of the subcontractor necessary to
verify the nature and extent of all casts 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. ate ordDIR uirements. 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 ifthe payment limit under this Contract exceeds$5,000.
5. 'Termination and Caneellat on.
a. ,Written Notice. This Contract may be terminated by either party, in its 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. County, upon written notice to Contractor,may immediately terminate this Contract
should Contractor fail to perform properly any of its obligations hereunder. In the event of such termination,
L-5 (Pane 1 of 5)
Contra Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services-Long Form)
Revised 2002
County may proceed with the work in any reasonable manner it chooses. The cost to County of completing
Contractor's performance shall be deducted from any sum due Contractor under this Contract,without prejudice
to County's rights to recover damages.
c. Ces-Mlon 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 SRecifications 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 Contractor and County. 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. Informal Agreements may not enlarge in any manner the scope of
this Contract, including any sums of money to be paid 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 its designee.
8. Modifications and Amendments.
a. General Amendments. This Contract may be modified or amended by a written document executed by
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 flan
may be amended by a written administrative amendment executed by Contractor and the County Administrator
(or designee),subject to any required state or federal approval,provided that such administrative amendment may
not materially change the Payment Provisions or the Service Plan.
9. Disgut1s. Disagreements between County and Contractor concerning the meaning,requirements,or performance
of this Contract shall be subject to final written determination 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.
10. Choice 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. Conformange with Federal and State Regulations and Lases. 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.
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Contra Costa County GENERAL CONDMONS
Standard FormL-5 (Purchase of Services-Long Form)
Revised 2042
)12. No Wsiver by County. Subject to Paragraph 9.(Disputes)of these General Conditions,inspections or approvals,
or statements by any officer, agent or employee of County indicating 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 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. Subcoutraet and Assignment. This Contract binds the heirs,successors,assigns and representatives ofContraetor.
Prior written consent of the County Administrator or his designee,subject to any required state or federal approval,is
required before the Contractor may enter into subcontracts for any work contemplated under this Contract,or before
the Contractor may assign this Contract or monies due or to become due,by operation of law or otherwise.
14. s pent Contractor Statin. 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 Intn Brest. 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 they know or have reason to know they have a financial interest under California
Government Code Sections'87144,et seq.,or otherwise.
)16. Confidentiality.ity. 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.
17. NunciiscrlM nratory Se ices. 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, ethnic background,disability, or
sexual orientation,and that none shall be used, in whole or in part, for religious worship or instruction.
18. Indemnification. Contractor shall defend, indemnify, save, and held harmless 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 for connected with the operations or services of 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 County or its officers or employees. Contractor will reimburse County for any expenditures,including
reasonable attorneys`fees,County may make by reason of the matters that are the subject ofthis indemnification,and,
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Contra Costa County +GENERAL CONDMONS
Standard Form L-S (Purebase of Services-Long Form)
Revised 2002
=ifrequested by County,will defend any claims or litigation to which this indemnification provision applies at the sole
st and expense of Contractor.
19. insurance. During the entire term of this Contract and any extension or modification thereof, Contractor shall
keep in effect insurance policies meeting the following insurance requirements unless otherwise expressed in the
Special Conditions:
a. Liability Insurance. For all contracts where the total payment limit of the contract is $500,000 or less,
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 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 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 Contractor's insurance
policy or policies. For all contracts where the total payment limit is above$500,000,the aforementioned insurance
coverage to be provided by Contractor shall have a minimum combined single limit coverage of$1,000,000,and
Contractor shall be required to provide County with a copy of the endorsement making the County an additional
insured can all general liability, worker's compensation:, and, if applicable, all professional liability insurance
policies as required herein no later than the effective date of this Contract.
b. Workers'Compensation. Contractor shall provide workers' compensation insurance coverage for its
employees.
C. Certificate of insurance. The Contractor shall provide the County with (a)certificates)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. Additional Insurance Provisions. The insurance policies provided by Contractor shall include a provision
for thirty (30) days written notice to County before cancellation or material change of the above specified
coverage.
20. Noticel. All notices provided for by this Contract shall be in writing and maybe delivered by deposit in the United
States mail,postage prepaid. Notices to County shall be addressed to the head of the county department for which this
Contract is made. Notices to 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
County shall be the date of receipt by the head of the county department for which this Contract is made.
21. PrimaSy of Gepergl 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
le services provided by Contractor under this Contract will be purchased by County under a new contract following
expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure
to continue purchasing all or any such services from Contractor.
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Contra Costa County GENERAL CONDMON'S
Standard Form L-5 (Purchase of Services-/Long Form)
` Revised 2002
- 23. gt nusoa Lge stst. If this Contract results in Contractor having possession of�claim or right to the possession
�f 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 oftaxable 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. N21hird--Party Eerieficiarfes.Notwithstanding mutual recognition that services under this Contract may provide
some aid or assistance to members ofthe County's population,it is not the intention of either County or Contractor that
such individuals occupy the position of intended third-party beneficiaries ofthe obligations assumed by either party
to this Contract.
25. Cagrigl is and Rights in flats. Contractor shall not publish or transfer any materials produced or resulting from
activities supported by this agreement without the express written consent ofthe County Administrator. Ifany material
is subject to copyright, County reserves the right to copyright,and Contractor agrees not to copyright,such material.
If the material is copyrighted, County reserves a royalty-free, nonexclusive, and irrevocable license to reproduce,
publish,and use such materials, in whale or in part,and to authorize others to do so.
26. 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 ofa well-established and widely accepted scientific basis
,tor such claims or without the prior approval ofthe 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 ofthe product by or on behalfofContra
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.
27. �tequired Audit. (A)If Contractor is funded by$300,000 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. (B)If Contractor is funded by
less than $300,000 in federal grant funds in any fiscal year from any source, but such grant imposes specific audit
requirements; Contractor shall provide to County an audit conforming to those requirements. (C) If Contractor is
funded by less than $300,000 in federal grant funds in any fiscal year from any source, Contractor is exempt from
federal audit requirements for that year, however, Contractor's records must be available for and an audit may be
required by, appropriate officials of the federal awarding agency, the General Accounting Office (CACI), the pass-
through entity and/or the County. If any such audit is required,Contractor shall provide County with such audit. With
respect to the audits specified in(A),(B)and(C)above,Contractor is solely responsible for arranging for the conduct
ofthe audit,and for its cost. County may withheld the estimated cost ofthe audit or 10 percent ofthe contract amount,
whichever is larger,or the final payment, from Contractor until County receives the audit from Contractor.
X28. Authorization. Contractor,or the representative(s)signing this Contract on behalf of Contractor,represents and
warrants that it has full power and authority to enter into this Contract and perform the obligations herein.
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