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HomeMy WebLinkAboutMINUTES - 05211985 - 1.59 �l0: , BOARD OF SUPERVISORS A ��`� Contra FROM: Mark Finucane, Health Services Director By: Elizabeth A. Spooner, Contracts Administrator Costa DATE: May 14, 1985 County "J SUBJECT: Approval of Standard Contract #26-124-5 with Food Dimensions, Inc. SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION I. RECOMMENDED ACTION: Approve and authorize the Chairwoman to execute on behalf of the County, Standard Contract #26-124-5 with Food Dimensions, Inc. in the amount of $518,000 for the period June 1, 1985 - May 31, 1986 for provision of food service management and con- sultation services at County Hospital. II. FINANCIAL IMPACT: Funding for this service will be included in the Department's fiscal year budget. Source of funding for this Standard Contract is the County. The contract payment limit is increased by 10% over the prior year's contract payment limit to compensate for the increased costs of food and non-food supplies. III. REASONS FOR RECOMMENDATIONS/BACKGROUND: On March 16, 1983, the County entered into a contract with Food Dimensions, Inc. for the purpose of management and operation of the Hospital's Food Service, including the procurement of foodstuff; and the preparation and provision of meals for patients, physicians, staff, and volunteers at the hospital, and for events and functions which occur on a routine and normal basis. On May 15, 1984, the Board approved Contract #26-124-4 with Food Dimensions, Inc. for food service management and consultation services. The current contract has a duration of thirteen (13) months. The contract was predicated on an adjustment made between revenues between cafeteria receipts and expenses. Therefore, a condition of the contract required the County to increase cafeteria prices to be comparable to community standards. The Health Services Department did not initiate action to increase revenues in sufficient time to cover. total expenses under the Food Dimensions contract, therefore, there are insufficient funds to carry the contract for the final thirteenth month. By mutual consent, Food Dimensions, Inc., and Health Services Department are agreeable to reducing the contract back to a twelve month period and resolving two problems: 1. Getting contract to be on a fiscal year period and therefore not carrying expenses over from prior fiscal years. 2. To preclude the possibility of cost overruns in fiscal year 1984/85. The continuation of the Food Dimensions, Inc. contract guarantees a fixed monthly cost of $43,000 and is a continuing effort to improve the overall financial manage- ment of the Hospital's Food Services Department. This Standard Contract has been approved as to legal form by County Counsel's Office. CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMM F&TION OF BOAR COMMITTEE APPROVE OTHER SIGNATURE(S) ACTION OF BOARD ON HH5 APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS i UNANIMOUS (ABSENT 71Y ) I HEREBY CERTIFY THAT THIS IS A TRUE AYES: NOES: I AND CORRECT COPY OF AN ACTION TAKEN ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. ORIG: Health Services (Contracts) CC: County Administrator ATTESTED 77 Auditor-Controller Phil Batchelor, lerk of the Board of Contractor Supervisors and County Administrator - M3e2/7-e5 BY DEPUTY Cbntra••Costa County Standard Form 1/85 STANDARD CONTRACT (Purchase of Services) 1. Contract Identification. Namber 26-124-5 Department: Health Services (Hospital Division) Subject: Food Service Management and Consultation Services 2. Parties. The County of Contra Costa, California (County), for its Department named above, and the following named Contractor mutually agree and promise as follows: Contractor: FOOD DIMENSIONS, INC. Capacity: California for-profit corporation Taxpayer IN 9f-247-0049 Address: 2749 Hyde Street, San Francisco, California 94109 3. Ten. The effective date of this Contract is June 1, 1985 and it terminates May 31, 1986 unless sooner terminated as provided herein. 4. Payment Limit. County's total payments to Contractor under this Contract shall not exceed $ 518,000 . 5. County's Obligations. County shall make to the Contractor those payments described in the Payment Provisions attached hereto which are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 6. tontractor's Obligations. Contractor shall provide those services and carry out that work described in the Service Plan attached hereto which is incorporated herein by reference, subject to all the-terms and conditions contained or incorporated herein. 7. General and Special Conditions. This Contract is subject to the General Conditions and Special Conditions (if any) attached hereto, which are incorporated herein by reference. 8. Project. This Contract implements in whole or in part the following described Project, the application and approval documents of which are incorporated herein by reference: Not Applicable 9. Legal Authority. This Contract is entered into under and subject to the following legal authorities: California Government Code §31000 ,i 10. Signatures. These signatures attest the parties ' agreement hereto: COUNTY OF CONTRA COSTA, CALIFORNIA ATTEST: Phil Batchelor, Clerk of the Board BOARD OF SUPERVISORS of Sup rvviissors and County Administrator By By /9�zwce� Chairman signee Deputy CONTRACTORI - . /2. By By (Designate official business capacity. A.) (Des $nate officia business capacity B.) Note to Contractor: (1) Sign above and have a Notary Public execute the acknowledgement form on page tvo and (2) as to your signatures, if a corporation, signature A. must be the president or vice-president; and signature B. must be the secretary or assistant secretary as required by Civil Code $1190.1 and Corporations Code 1313. Cpntre .costa County Standard Form 1/85 APPROVALS/ACKNOWLEDGEMENT Number 26-124-5 APPROVALS RECOMMENDED BY DEPARTMENT FORM APPROVED FORM APPROVED 001, VICTOR J WFSTMAN,County Counsel By N By Designee APPROVED: COUNTY ADMINISTRATOR By Designee ACKNOWLEDGEMENT State of California ACKNOWLEDGEMENT (by Corporation, Partnership, or Individual) County of The person(s) signing above for Contractor, personally known to me in the individual or business capacity(ies) stated, or proved to me on the basis of satisfactory evidence to be the stated individual or the representative(s) of the partnership. or corporation named above in the capacity(ies) stated, .personally appeared before me today and acknowledged that he/she/they exe- cuted it, and acknowledged to me that the partnership named above executed it or acknowledged to me that the corporation named above executed it pur- suant to its by-laws or a resolution of its board of directors. Dated: (Notarial Seal 1,9 OFFICIAL SEAL +' BETTY J. CHRISTIAN Nof P is Deputy County Clerk NOTARY FUZILIC-CAUFORNIA City&County of San Francisco My Comm.Expires Feb.19,1987 —2— Contta Costa County Standard Form 4/84 PAYMENT PROVISIONS (Fee Basis Contracts) Number 26-124-5 1. Payment Amounts:• Subject to the Payment Limit of this Contract and subject to the following Payment Provisions, County will pay Contractor the following fee: [Check one alternative only.] [ ] a. $ monthly, or [ ] b. $ per unit, as defined in the Service Plan, or [ ] c. $ , after completion of all obligations and conditions herein and as full compensation for all services, work, and expenses provided or incurred by Contractor hereunder. [X] d. $ 43,000.00 monthly, plus adjustments at the end of the contract term as herein provided. The parties' agreement as to the amount of the fixed monthly fee which is set forth is based on the assumption that specific measures of the output of the County Hospital Food Service, that is, inpatient meals, meals and beverages catered, and cafeteria revenues, will be roughly comparable during the term of this contract to their levels for the year ending May 31, 1985. County and Contractor hereby apportion among themselves the risk that during the term of this contract these measures will vary significantly from their 1984/85 levels. (1) Inpatient meal adjustment. If the average daily patient census during the term of this contract exceeds the average daily patient census for the year ending May 31, 1985, by more than five percent, then County shall pay Contractor the following adjustment: Adjustment (inpatient meal) ( C(t) / C(85) - 1.05 ) x ( 3 x C(85) x D(t) ) x ARFC-PM(t), where: C(t) = average daily patient census during contract term; C(85) = average daily patient census for year ending May 31, 1985; 1.05 = adjustment for five percent census increase for which Contractor bears risk; 3 = number of meals per patient-day; ARFC-PM(t) = average raw food cost per patient meal served during contract term; D(t) M number of days in contract term. The parties intend that Contractor shall absorb the additional food costs occasioned by a census increase up to and including five percent during the term of this contract, and that County shall reimburse Contractor for addi- tional raw food costs occasioned by that portion of a census increase in excess of five percent.. Initials: Contractor County Dept. -1- Contra' Costa County Standard Form 4/84 PAYMENT PROVISIONS (Fee Basis Contracts) Number 26-124-5 (2) Catering adjustment. Catering consists of two components, meals and beverages. Orders for either specify the number of units (meals and/or beverages) to be provided. If the average monthly meals catered during the term of the contract .exceeds the average monthly meals catered during the year ending May 31, 1985, by more than five percent, then County shall pay Contractor the following adjustment: Adjustment (catered meals) ( CM(t) / CM(85) - 1.05 ) x ( CM(85) x M ) x ARFC-CM(t), where: CM(t) = average number of meals catered per month during contract term; CM(85) = average number of meals catered per month during year ending May 31, 1985; 1.05 = adjustment for five percent increase in meal catering for which Contractor bears risk; M = number of months in contract term; ARFC-CM(t) = average raw food cost per catered meal provided during contract term; If the average monthly beverages catered during the term of the contract exceeds the average monthly beverages catered during the year ending May 31, 1985, by more than five percent, then County shall pay Contractor the following adjustment: Adjustment (catered beverages) ( CB(t) / CB(85) - 1.05 ) x ( CB(85) x M ) x ARFC-CB(t), where: CB(t) = average beverages catered per month during contract term; CB(85) = average beverages catered per month during year,;ending May 31, 1985; 1.05 = adjustment for five percent increase in beverage catering for which Contractor bears risk; M = number of months in contract term; ARFC-CB(t) = average raw food cost per catered beverage provided during contract term. The parties intend that Contractor shall absorb the additional food costs occasioned by increases in demand for catered meals and/or beverages up to and including five percent over the levels existing during the year ending May 31, 1985, and that County shall reimburse Contractor for additional raw food costs occasioned by those portions of the increases in the demands for catered meals and/or beverages which are in excess of five percent. Initials: AVVZ _ Contractor County Dept. -2- Contra Costa County Standard Form 4/84 PAYMENT PROVISIONS (Fee Basis Contracts) Number 26-124-5 (3) If cafeteria revenues (which include revenues from both cafeteria sales and doctors' meals) average less than $16,000 per month for the -term of this- contract, then County shall pay to Contractor the following adjustment: Adjustment (cafeteria) ( $16,000 x M - R(t) ) x TRFC-CfM(t) / R(t), where: $16,000 benchmark cafeteria monthly revenue; M a number of months in contract term; R(t) cafeteria revenues during contract term. TRFC-CfM(t) total raw food cost for cafeteria meals during contract term; (Contractor will retain all cafeteria receipts [including revenues from doctors' meals].) 2. Payment Demands. Contractor shall submit written demands. Said demands shall be made on County Demand Form D-15 and in the manner and form prescribed by County. Contractor shall submit said demands for payment for services rendered no later than 30 days from the end of the month in which said services are actually rendered. Upon approval of said payment demands by the head of the County Department for which this Contract is made, or his designee, County will make payments as specified in Paragraph 1. (Payment Amounts) above. 3. Right to Withhold. County has the right to withhold payment to the Contractor when, in the opinion of the County expressed in writing to the Contractor, (a) the Contractor's performance, in whole or in part, either has not been carried out or is insufficiently documented, (b) the Contractor has neglected, failed or refused to furnish information or to cooperate with any inspection, review or audit of its program, work or records, or (c) Contractor has failed to sufficiently itemize, or document its demand(s) for payment. 4. Audit Exceptions. Contractor agrees to accept responsibility for receiving, reply- ing to, and or complying with any audit exceptions by appropriate County, State or Federal audit agencies occurring as a result of its performance of this Contract. Contractor also agrees to pay to the County within 30 days of demand by County the full amount of the County's liability, if any, to the State and/or Federal government resulting from any audit exceptions, to the extent such are attributable to the Contractor's failure to perform properly any of its obligations under this Contract. Initials: Contractor " Co�pt. -3- SERVICE PLAN Number 26-124-5 1. Scope. During the term of this Contract, Contractor shall manage and operate -- the Food Service facilities at Contra Costa County Hospital and shall furnish all food necessary to prepare meals for patients, staff, employees, and guests at the Hospital. In performing services under this Contract, Contractor will use County's personnel and kitchen, kitchen equipment, dining room, dining room furniture and equipment and such other space or equipment as may be mutually agreed upon as necessary to carry out the. daily management and operations of the Hospital's Food Service. 2. Food Procurement. Contractor shall purchase all food and other supplies necessary to operate Contra Costa County Hospital's Food Service. Contractor will pro- vide foods of good quality, including but not limited to, U.S.D.A. choice meats, U.S.D.A. Grade A fish and poultry, Grade A fresh fruits and vegetables, and canned goods of choice quality or above. 3. Food Service Manual(s). Contractor shall make its current operating manual(s) available to County during the term of this Contract. Upon termination of this Contract, for any cause, Contractor shall have the right to remove said manual(s) from County premises. 4. Food Services Management. Subject to initial and continuing approval of the Health Services Director or his designee, Contractor will assign one qualified, experienced Food Service Director and one qualified, Assistant Food Service Director with hands-on cooking experience from Contractor's staff to manage onsite the opera- tions of County Hospital's Food Service. In performing services hereunder, Contractor will: a. Direct the activities of County's staff assigned to the Hospital's Food Service, following all applicable County Merit System rules and regulations, Health Services Department policies, and Memoranda of Understanding between County and recognized employee organizations. However, Contractor has no authority to hire, discharge, or discipline County's employees, and is prohibited from participating in.. any negotiations. or decisions as to wages, hours or other working conditions for, County's employees; b. Provide specialized instruction and training in all aspects of food ser- vice for County's employees assigned to Food Services; c. Review and update all Hospital Food Service procedure manuals, menus, and sanitation reports; review existing job descriptions and work assignments and make recommendations for modifying said descriptions and assignments; and d. Comply with J.C.A.H. standards and California Administrative Code, Title 22. Initials: je Cont actor County Dept. -1- . SERVICE PLAN Number 26-124-5 5. Dietary Services. Contractor will provide continuous support to County's dietitians through Contractor's San Francisco Regional Operations Manager and his/her staff of professional registered dietitians. Such support shall include, but not be limited to, assistance in planning for special nutritional needs of hospital patients; and in planning general patient and employee menus which shall exceed all minimum daily nutritional requirements established by the National Research Council of the National Academy of Sciences. 6. Ownership of Equipment. Upon termination of this Contract, or as otherwise may be prescribed by County, Contractor shall transfer to County any remaining equip- ment that has been purchased with contract funds (excluding items being charged to depreciation or purchased with outside non-County revenues), in accordance with State regulations and/or guidelines prescribed by County, and County shall retain ownership of any such equipment. 7. Health Standards. Contractor shall be subject to, and comply with, all appli- cable Federal, State, and local laws with respect to its performance hereunder, including but not limited to, employment and purchasing practices; food storage, pre- paration, service and handling; wages, hours and conditions of employment. Initials: ontractor County Dept. -2- SPECIAL CONDITIONS Number 26-124-5 1. Cancellation of Prior Contract. The parties having entered into a prior Contract 26-124-4 for the term May 15, 1984 through June 30, 1985, County and Contractor hereby mutually agree that Contract #26-124-4 is cancelled effective at mid- night on May 31, 1985, and that Contract #26-124-5 supersedes all other contracts for Hospital food service. 2. Independent Status. Contractor is an independent contractor and County shall neither direct nor have control over Contractor, Contractor's activities, or the methods and details by which Contractor fulfills its obligations under this Contract. In providing service hereunder, Contractor shall work cooperatively with County's Health Services Director or his designee (Associate Director Hospital Division). 3. Expenses. Contractor's fee, as set forth in Payment Provisions Paragraph 1., includes full compensation for all services, work, and expenses provided or incurred by Contractor under this Contract, including all travel, mileage, and per diem expenses. 4. County's Activity Support. County shall provide for Contractor certain office space, clerical support, office supplies and services, materials, equipment, facili- ties, and assistance as may be mutually determined to be necessary to support Contractor's activities hereunder, but excluding the use of County cars. 5. Insurance. Paragraph 19. (Insurance) of the General Conditions is modified to read as follows: "19. Insurance. During the entire term of this Contract and any extension or modification thereof, the Contactor shall keep in effect insurance policies meeting the following insurance requirements unless otherwise expressed in the Special Conditions: a. Automobile Insurance. The Contractor shall provide insurance 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 ser- vices performed by Contractor under this agreement. b. General Liability Insurance. The Contractor shall provide comprehensive general liability insurance with a minimum combined single limit coverage of $3,000,000 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. Initials: Contractor ounty Dept. -1- SPECIAL CONDITIONS Number 26-124-5 c. Workers' Compensation. The Contractor shall provide workers' compensation insurance coverage for its employees. d. 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. e. Additional Insurance Provisions. The insurance policies provided by the Contractor shall include a provision for thirty (30) days written notice to County before cancellation or material change of the above specified coverage. Said policies sh9ll constitute primary insurance as to the County, the State and Federal Governments, 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." Initials: Co tractor County Dept. -2- • Contra Costa County Standard Form 4/84 GENERAL CONDITIONS (Purchase of Services) I. Compliance with Law. Contractor shall be subject to and comply with all Federal, State and local laws and regulations applicable with respect to its perfor- mance under this. Contract, including but not limited to, licensing, employment and purchasing practices; and wages, hours and conditions of employment, including discrimination. 2. Inspection. Contractor's performance, place of business and records per- taining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the County, the State of California, and the United States Government. 3. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the County, the State of California, and the United States Government, the Contractor's regular business records and such addi- tional records pertaining to this Contract as may be required by the County. a. Retention of Records. The Contractor shall retain all documents per- taining 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 avail- able 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 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 hereunder. This special condition is in addition to any and all other terms regarding the main- tenance or retention of records under this Contract and is binding on the heirs, successors, assigns and representatives of Contractor. 4. Reporting Requirements. Pursuant to Government Code 57550, Contractor shall include in all documents or written reports completed and submitted to County in accordance with this Contract, a separate section listing the numbers and dollar amounts of all contracts and subcontracts relating to the preparation of each such document or written report. This section shall apply only if the payment limit under this Contract exceeds $5,000. -1- Contra Costa County Standard Form 4/84 GENERAL CONDITIONS (Purchase of Services) 5. Termination. a. Written Notice. This Contract may be terminated by either party, at their sole discretion, upon thirty-day advance written notice thereof to the other, and may be cancelled immediately by written mutual consent. b. Failure to Perform. The County, upon written notice to Contractor, may immediately terminate this Contract should the Contractor fail to perform properly any of its obligations hereunder. In the event of such termination, the County may proceed with the work in any reasonable manner it chooses. The cost to the County of completing Contractor's performance shall be deducted from any sum due the Contractor under this Contract, without prejudice to the County's rights otherwise to recover its damages. c. Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the event that Federal, State, or other non-County funding for this Contract ceases, this Contract is terminated without notice. 6. Entire Agreement. This Contract contains all the terms and conditions agreed upon by the parties. Except as expressly provided herein, no other understanding, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto. 7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures and budgets required by this Contract, including but not limited to, monitoring, evaluating, auditing, billing, or regulatory changes, may be devel- oped and set forth in a written Informal Agreement between the Contractor and the County. Such Informal Agreements shall be designated as such and shall not be amendments to this Contract except to the extent that they further detail or clarify that which is already required hereunder. Such Informal Agreements may not enlarge in any manner the scope of this Contract, including any sums of money to be paid the Contractor as provided herein. Informal Agreements may be approved and signed by the head of the County Department for which this Contract is made or his designee. 8. Modifications and Amendments. a. General Amendments. This Contract may be modified or amended by a written document executed by the Contractor and the Contra Costa County Board of Supervisors or, after Board approval, by its designee, subject to any required State or Federal approval. b. Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and the Service Plan may be amended by a written administrative amendment executed by the Contractor and the County Administrator or his designee, subject to any required State or Federal approval, provided that such administrative amendments may not materially change the Payment Provisions or the Service Plan. 9. Disputes. Disagreements between the County and Contractor concerning the meaning, requirements, or performance of this .Contract shall be subject to final determination in writing by the head of the County Department for which this Contract is made or his designee .or in accordance with the applicable procedures (if any) required by the State or Federal Government. -2- Contra Costa County Standard Form 4/84 GENERAL CONDITIONS (Purchase of Services) 10. Choice of Law and Personal Jurisdiction. a. This Contract is made in Contra Costa County and shall be governed and construed in accordance with the laws of the State of California. b. Any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, State of California. 11. Conformance with Federal and State Regulations. Should Federal or .State regulations touching upon the subject of this Contract be adopted or revised during the term hereof, this Contract shall be amended to assure conformance with such Federal or State requirements. 12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General Conditions, inspections or approvals, or statements by any officer, agent or employee of the County indicating the Contractor's performance or any part thereof complies with the requirements of this Contract, or acceptance of the whole or any part of said performance, or payments therefor, or any combination of these acts, shall not relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the County be thereby estopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract. 13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract or monies due or to become due, without the prior written consent of the County Administrator or his designee, subject to any required State or Federal approval. 14. Independent Contractor Status. This Contract is by and between two independent contractors and is not intended to and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association. 15. Conflicts of Interest. Contractor, its officers, agents, and employees, pursuant to California Government Code Sections 87100 et seq., 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. 16. Confidentiality. Contractor agrees to comply and to require its employees, agents and partners to comply with all applicable State or Federal statutes or regu- lations respecting confidentiality, including but not limited to, the identity of Persons served under this Contract, their records, or services provided them, and assures that: a. All applications and records concerning any individual made or kept by Contractor or any public officer or agency. in connection with the administration of or relating to services provided under this 'Contract will be confidential, and will not be open to examination for any purpose not directly connected with the administration of such service. -3- Contra Costa County Standard Form 4/84 GENERAL CONDITIONS (Purchase of Services) b. No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service. Contractor agrees to inform all employees, agents and partners of the above provisions, and that any person knowingly and intentionally disclosing such information other than as authorized by law may be guilty of a misdemeanor. 17. Nondiscriminatory Services. Contractor agrees that all goods and services under this Contract shall be available to all qualified persons regardless of.- age, sex, race, religion, color, national origin, or ethnic background, or handicap, and that none shall be used, in whole or in part, for religious worship or instruction. 18. Indemnification. The Contractor shall defend, save harmless and indemnify the County and its officers, agents and employees from all liabilities and claims for damages for death, sickness or injury to persons or property, including without limitation, all consequential damages, from any cause whatsoever arising from or connected with the operations or the services of the Contractor hereunder, resulting from the conduct, negligent or otherwise, of the Contractor, its agents or employees. 19. Insurance. During the entire term of this Contract and any extension or modification thereof, the Contractor shall keep in effect insurance policies meeting the following insurance requirements unless otherwise expressed in the Special Conditions: a. Liability Insurance. The Contractor shall provide comprehensive liabi- lity insurance, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $500,000 for all damages, including consequential damages, due to bodily injury, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Such insurance shall be endorsed to include the County and its officers and employees as additional insureds as to all services performed by Contractor under this agreement. Said policies shall constitute primary insurance as to the County, the State and Federal Governments, and their officers, agents, and employees, so that other insurance policies held by them or their self-insurance program(s) shall not be required to contribute to any loss covered under the Contractor's insurance policy or policies. b. Workers' Compensation. The Contractor shall provide workers' compensation insurance coverage for its employees. c. Certificate of Insurance. The Contractor shall provide the County with (a) certificate s) of insurance evidencing liability and worker's compensation insurance as required herein no later than the effective date of this Contract. If the Contractor should renew the insurance policy(ies) or acquire either a new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy at any time during the term of this Contract, then Contractor shall provide (a) current certificate(s) of insurance. d. Additional Insurance Provisions. The insurance policies provided by the Contractor shall include a provision for thirty (30) days written notice to County before cancellation or material change of the above specified coverage. -4- • Contra Costa County Standard Form 4/84 GENERAL CONDITIONS (Purchase of Services) 20. Notices. All notices provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the County shall be addressed to the head of the County Department for which this Contract is made. Notices to the Contractor shall be addressed .to the Contractor's address designated herein. The effective date of notice shall be 'ihe date of deposit in the mails or of other delivery. The effective date of notice to the County shall be the date of receipt by the head of the County Department for which this Contract is made. 21. Primacy of General Conditions. Except for Special Conditions which expressly supersede General Conditions, the Special Conditions (if any) and Service Plan do not limit any term of the General Conditions. 22. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased by County under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure to continue purchase of all or any such services from Contractor. 23. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue b Taxation Code 5107), 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 6 Taxation Code 5107.6, and waives all rights to further notice or to damages under that or any comparable statute. 24. No Third-Party Beneficiaries. Notwithstanding mutual recognition that services under this Contract may provide some aid or assistance to members of the County's population, it is not the intention of either the County or Contractor that such individuals occupy the position of intended third-party beneficiaries,' of the obligations assumed by either party to this Contract. 25. Copyrights and Bights in Data. Contractor shall not publish or transfer any materials produced or resulting from activities supported by this agreement without the express written consent of the County Administrator. If any material is subject to copyright, the County reserves the right to copyright such and the Contractor agrees not to copyright such material. If the material is copyrighted, the County reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, and use such materials, in whole or in part, and to authorize others to do so. -5-