HomeMy WebLinkAboutMINUTES - 06081993 - 1.89 TO: BOARD OF SUPERVISORS
FROM: Mark Finucane, Health Services Director PIV Cmtra
Spooner, Contracts Administ f3r
By: Elizabeth A. rat Costa
DATE: May 21, 1993 County
SUBJECT: Approval of Novation Contract #24-606-2 with The
Organization for Youth Services
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) 8c BACKGROUND,AND JUSTIFICATION
I. RECOMMENDED ACTION:
Approve and authorize the Chair, Board of Supervisors, to execute on
behalf of the County, Novation Contract #24-606-2 with The
Organization for Youth Services, in the amount of $21, 658 for the
period from January 1, 1993 through December 31, 1993 for
implementation of the "Partnership for a Drug Free Contra Costa"
Project. This contract includes a six-month automatic extension
through June 30, 1994, in the amount of $10,829.
II. FINANCIAL .IMPACT:
This contract is funded under a Grant Award from the U.S. Department
of Health and Human Services (Center for Substance Abuse Prevention)
for the "Partnership for a Drug Free Contra Costa" Project. No County
funds are required.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
The Federal Grant Award for the Partnership for a Drug Free Contra
Costa Project requires implementation of the project through contracts
with agencies and organizations in each of the five supervisorial
regions of Contra Costa County. This Contractor, in response to a
Request for Applications, submitted a successful proposal to implement
the project in the Acalanes (previously: Lamorinda) region of the
County.
The Contractor's services include facilitating the development of
long-range, comprehensive, coordinated, community-wide, ..prevention
programs and projects in an effort to reduce alcohol and other drug
abuse and related consequences through the continuing assessment,
development and implementation of the County's Drug and Alcohol Action
Plan.
The Contractor has been providing services under an automatic
extension of Standard Contract #24-606-1, approved by the Board of
Supervisors on July 21, 1992. Novation Contract #24-606-2 replaces
the six-month automatic extension under the prior contract.
CONTINUED ON ATTACHMENT.-- YES SIGNATURE:,,�jW
RECOMMENDATION OF COUNTY ADMINISTRATOR _R.ECOMMT9D TION OF BOAR COMMITTEE
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ON 7-:3 APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
UNANIMOUS (ABSENT I HEREBY CERTIFY THAT THIS IS A TRUE
AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN
ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE BOARD
OF SUPERVISORS ON THE DATE SHOWN.
Contact: Chuck Deutschman (313-6350)
CC: Health Services (Contracts) ATTESTED 3
Risk Management Phil qa4etor,Clerk of the Board of
Auditor-Controller Supervisors and County Administrator
Contractor
M382/7-83 BY _ DEPLITY
Contra Costa County STANDARD CONTRACT 3 Number 24-606-2
Standard Form 1/87 (Purchase of Services) Fund/Org # 5929
NOVATION Account # 2310
1. Contract Identification.
Department: Health Services - Substance Abuse Division \/
Subject: Drug and Alcohol Abuse Prevention to Implement the Partership for a Drug-
Free Contra Costa-Federal Grant Project (CSAP)
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: THE ORGANIZATION FOR YOUTH SERVICES
Capacity: Nonprofit California corporation Taxpayer ID # Not Applicable
Address: 1963 Tice Valley Road, Suite Dll, Walnut Creek, California 94595
Mailing Address: P.O. Box 1835, Lafayette, California 94549-8035
3. Term. The effective date of this Contract is January 1. 1993 and it terminates
December 31. 1993 unless sooner terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not
exceed2S 1.658.
5. County's Obligations. County shall make to the Contractor those payments described in
the Payment Provisions attached hereto which are incorporated herein by reference,
subject to all the terms and conditions contained or incorporated herein.
6. Contractor's Obligations. Contractor shall provide those services and carry out that
work described in the Service Plan attached hereto which is incorporated herein by
reference, subject to all the terms and conditions contained or incorporated herein.
7. General and Special Conditions. This Contract is subject to the General Conditions and
Special Conditions 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:
Federal Center for Substance Abuse Prevention (CSAP) Grant Application entitled
+ "Partnership for a Drug-Free Contra Costa" as approved by the U.S. Dept. of- Health and
Human Services (Grant #1H86 SPO 3256-01) , and any modifications or revisions thereof.
9. Legal Authority. This Contract is entered into under and subject to the following
legal authorities: California Government Code Sections 26227 and 53703; Health and
Safety Code, Division 10.5, Parts I and III, Chapter 4, Section 11980 et seq; and
Section 11750 et seq; and Section 508 (B) (10) (a) of the Federal Public Health Service
Act.
10. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA
ATTEST: Phil Batchelor, Clerk of the Board
BOARD OF SUPERVISORS of Supervisors and County Administrator.
By / By— .l
Chairman/Designee Deputy
CONTRACTOR /:;
Z, _4"t
Byiz_ By
(Designate business capacity A) (Designate siness capacity B
Note to Contractor: For corporations (profit or nonprofit), the contract lust be signed by two officers. Signature A must be
that of the president or vice-president and Signature E must be that of the secretary or assistant secretary (Civil Code Section
1190 and Corporations Code Section 313. All signatures must be aclmovledged as set forth on page two.
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Contra Costa County Standard Form 1/87
APPROVALS/ACKNOWLEDGEMENT
Number 24-606-2
APPROVALS
RECOMM7ENDE;DY DEPARTMENT FORM APPROVED
By
Designee
APPROVED: COUNTY ADMINISTRATOR
<1\
B
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
STATE OF CALIFORNIA
COUNTY OF ag h 6M J;k-
0 n liz
2� a/I1-3 before me, 4, /_/1.1k,, , Ne
U DATE NAME,TITLE OF OFFICER-LG_'JANE DOE,faTARY PUBLIC'
personally appeared, A",/7 zz-,� L-Z>�� 1ift 0 3�s
personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose narnjEs) iare -
subscribed to the within instrument and acknowledged to me that he/sh he xecuted the same in his/he(jffieiLuthorized
capacity(ies), and that by his/her6-bognature(s) on the instrument the person(s), or the entity upon behalf of which the
r
person(s) acted, executed the insru!ment.
WITNESS my hand and official sea
Elizabeth A. KiTen '
Comm.#21'a,19
mat,
NOTARY PUBLIC L�AOLIFORNIAQ
CONTRA COSTA COUNTY 0
(SEAL) 4 A My Comm.Expires Feb.17,199&A
ARY PUBLIC SIG AT
OPTIONAL�NFORMATION I
TITLE OR TYPE OF DOCUMENT UO-A 7�-,t C oa
DATE OF DOCUMENT NUMBER OF PAGES
.........-.....n,, -1 -n kIA&AC-M At3n%/17
Contra Costa County Standard Form 6/90
PAYMENT PROVISIONS
(Fee Basis Contracts)
Number 24-606-2
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1. Payment Amounts. Subject to the Payment Limit of this Contract and subject to the
following Payment Provisions, County will pay Contractor the following fee as full
compensation for all services, work, expenses or costs provided or incurred by
Contractor: [Check one alternative only. ]
[ ] a. $ monthly, or
( J b. $ per unit, as defined in the Service Plan, or
[ ] c. $ after completion of all obligations and conditions herein.
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[X] d. $ 30.72 per hour, NOT TO EXCEED a total of 705 units of service as
described in the Service Plan which is attached hereto and incorporated
herein by reference.
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2. Payment Demands. Contractor shall submit written demands. Said demands shall be made
on County Demand Form D-15 and in the manner ;and form prescribed by County. Contractor
shall submit said demands for payment no later than 30 days from the end of the month
in which the contract services upon which such demand is based were actually rendered.
Upon approval of said payment demands by the head of the County Department for which
this Contract is made, or his designee, County will make payments as specified in
Paragraph 1. (Payment Amounts) above.
3. Penalty for Late Submission. When Contractor fails to submit to County a timely demand
for payment as specified in Paragraph 2. (Payment Demands) above, and as a result of
Contractor's late submission the County is; unable to obtain reimbursement from the
State of California or otherwise; to the extent the County's recovery of funding is
prejudiced, County shall not pay Contractor for such services, even though such
services were fully provided.
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4. Right to Withhold. County has the right toi withhold payment to the Contractor when,
in the opinion of the County expressed ;in writing to the Contractor, (a) the
Contractor's performance, in whole or in part, either has not been carried out or is
insufficiently documented, (b) the Contractor has neglected, failed or refused to
furnish information or to cooperate with ;any inspection, review or audit of its
program, work or records, or (c) Contractor has failed to sufficiently itemize or
document its demand(s) for payment.
5. Audit Exceptions. Contractor agrees to accept responsibility for receiving, replying
to, and/or complying with any audit exceptions by appropriate County, State or Federal
audit agencies occurring as a result of itsiperformance of this Contract. Contractor
also agrees to pay to the County within 30 days of demand by County the full amount of
the County's obligation, if any, to the State and/or Federal government resulting from
any audit exceptions, to the extent such are attributable to the Contractor's failure
to perform properly any of its obligations under this Contract.
6. Required Audit. If Contractor is funded byi $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
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Contractor County pt.
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Contra Costa County Standhrd Form 6/90
PAYMENT PROVISIONS
(Fee Basis Contracts)
Number 24-606-2
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 conduct of the federally-required audit annually 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. 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.
7. Annual Audit. Contractor shall provide County with an annual audit by a Certified
Public Accountant or Public Accountant, verifying the cost reports submitted under the
Payment Provisions of this Contract. Said audit shall be performed in accordance with
generally accepted audit standards, including the State's Audit Assistance Guide,
Federal OMB Circular A-110 which applies to nonprofit organizations, and "Standards for
Audit of Governmental Organizations, Programs, Activities, and Functions" (issued by
the U.S. Comptroller General, 1972, 54pp. ) . Contractor shall submit a separate annual
audit covering each period ending on June 30th under this Contract. Contractor shall
submit such annual audit to County no later than 120 days from the end of the period
hereunder.
8. Cost Report. No later than forty-five (45) days following the termination of this
Contract, Contractor shall submit to County a cost report in the form and manner
required by County, showing the allowable costs that have actually been incurred by
Contractor under this Contract. The cost report is required for information only and
shall not be used by County to adjust payments made to Contractor during the term of
this Contract.
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SERVICE PLAN
Number 24-606-2
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1. Service Specifications. During thei term of this Contract, Contractor
shall provide alcohol and other drug primary prevention services to County-
selected organizations in the Acalanes/Lamorinda region of the County.
Contractor's services shall include facilitation of groups and task forces,
training, consultation and technical assistance, information dissemination,
resource development, planning, and culturally relevant community organizing and
development. Clients shall include the general public, public and private human
service agencies, schools, community organizations, youth groups, and other
appropriate organizations. Contractor's acitivities shall include, but may not
be limited to, the following:
a. Developing and maintaining a regional prevention planning
process to identify needs and service gaps and to prioritize these needs.
b. Providing staffing for "Action Plan Partnership" regional
alcohol and drug abuse prevention committees, with a main focus on primary
prevention efforts.
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C. Making best efforts to achieve diverse membership and
representation in all prevention planning processes.
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d. Providing ongoing training, information dissemination,
and technical assistance to the Acalanes/Lamorinda region including, but not
limited to, the following topics:
(1) primary prevention concepts;
(2) addiction education;
(3) community organizing and development;
(4) leadership and team building;
(5) resource development;
(6) strategic planning and organizational development;
(7) cultural comp letency;
(8) group decision-making processes;
(9) direct service projects (within CSAP limitations) ;
(10) volunteerism;;
(11) facilitation !and problem-solving; and
(12) other topics �as defined by the region.
e. Assisting in facilitating the development of long-term
primary prevention programs and projects.
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f. Participating in the development, distribution and analysis
of local/regional evaluation instruments and in County-wide evaluation of the
Action Plan Process (CSAP) Community Partnership Grant.
g. Participating in, and acting as liaison for, the County-
wide "Action Plan Partnership" in coordinated primary prevention efforts,
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SERVICE PIAN
Number 24-606-2
including but not limited to, the following:
(1) training;
(2) media and public outreach (e.g. , newsletter) ;
(3) resource development;
(4) special events (e.g. , FunFest) ; and
(5) resource development.
2. Service Unit Definition. A unit of service, as set forth in Payment
Provisions Paragraph 1. (Payment Amounts) , subparagraph d. , is defined as the
provision of direct community development services as described above by one (1)
of Contractor's paid program staff member for.one (1) full hour, including all
related planning, organization and preparation time, administrative meetings,
travel, report writing and other such related administrative activities.
3. Program Obiectives and Performance Evaluation. Contractor shall provide
the above program services so as to achieve the service program objectives set
forth in the Department's Contract Performance Plan for this Contract which is
on file in the administrative office of the Department's Substance Abuse Division
and which is incorporated herein by reference. Contractor's performance under
this Contract shall be evaluated by County on the basis of:
a. The degree to which each specified service program objective was
actually achieved, and
b. The total number of service units that were actually provided by
Contractor hereunder.
4. Performance Reports. Contractor shall prepare and submit to County such
periodic performance progress reports as may be required by County's Health
Services Department Director or his designee. No later than February 28, 1994,
or 60 days following the termination of this Contract, whichever comes first,
Contractor shall prepare and submit to County an Annual Contract Performance
Report, in the form and manner prescribed by County's Department Director, or his
designee.
5. Administrative Meetings. Contractor shall attend administrative meetings
as required by the Department's Substance Abuse Division Director or his/her
designee (CSAP Project Director) .
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Initials:
2 Contractor County/11e Pt.
SPECIAL CONDITIONS
Number 24-606-2
1. Novation. The parties having entered into a prior Contract #24-606-1 for the period
from January 1, 1992 through December 31, 1992 (which contained provision for an automatic
six-month contract extension for the period from December 31, 1992 through June 30, 1993) ,
County and Contractor hereby agree to substitute this Contract #24-606-2 for the aforesaid
six-month automatic contract extension. Effective January 1, 1993, all contract rights and
obligations of the parties will be governed by this Contract #24-606-2.
2. Automatic Contract Extension. Notwithstanding Paragraph 3. (Term) of this Contract,
unless this Contract is terminated by either party;pursuant to Paragraph 5. (Termination) of
the General Conditions prior to December 31, 1993, the term of this Contract shall be
automatically extended from December 31, 1993 through June 30, 1994. During its extended
term, this Contract is nevertheless subject to all ,the terms and conditions applicable during
its initial term, including but not limited to General Conditions Paragraph 5. (Termination) ,
except as to payment for services rendered during the extended term. The purpose of this
automatic six-month extension is to allow for continuation of services as specified in this
Contract, to avoid interruption of payment to Contractor, and to allow County time in which
to complete a novation or renewal contract for Contractor and County Board of Supervisors
approval. As to any such six-month extension:
a. The Contract Payment Limit, specified in Paragraph 4. (Payment Limit) of
this Contract, is increased by $10.829 (the six=month Payment Limit) and County's total
payments to Contractor for said six-month extension shall not exceed this six-month Payment
Limit, subject, nevertheless, to the aforesaid novation or renewal contract.
b. County shall continue to pay Contractor in accordance with the payment
provisions as set forth in Payment Provisions Paragraph 1. (Payment Amounts) (at the rate of
$30.72 per service unit) not to exceed the payment limit specified above.
C. This six-month contract extension shall be subject to any further agreement
(novation) which Contract and County may enter into covering the provision of services during
the contract period immediately following the contract period specified in Paragraph 3.
(Term) .
3. Insurance. Paragraph 19. (Insurance) of the General Conditions is hereby modified to
to read as follows:
"19. Insurance. During the entire term of this Contract and any extension or
modification thereof, the Contractor shall keep in effect insurance policies meeting the
following insurance requirements unless otherwise expressed in the Special Conditions:
a. Liability Insurance. The Contractor shall provide comprehensive liability
insurance 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.
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Contractor County D t.
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SPECIAL CONDITIONS
Number 24-606-2
b. WorkersCompensation. 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 changes of the above specified coverage."
4. Ownership and Disposition of Property and Equipment. Equipment and capital expenditure
items with a purchase price of 100 or more and a useful life of at least one year shall be
defined as nonexpendable property. Items with a purchase price of less than 100 or a useful
life of less than one year shall be defined as expendable property. Subject to these
definitions, the acquisition, utilization, and disposition of expendable and nonexpendable
property shall be determined in accordance with the principles and statements set forth in
Federal Management Circular FMC 74-7 (Attachment N) , a Federal General Services
Administration publication dated September 13, 1974; references contained therein to the
Federal government, Federal agencies or "grantor" shall be construed to mean "County" and
references to "grantee" shall be construed to mean "Contractor. "
Upon termination of this Contract, or as otherwise may be prescribed by County, Contractor
shall account for and transfer to County all remaining expendable and nonexpendable property
(including supplies and equipment) loaned by County for use by Contractor or acquired with
Contract funds (excluding items which are not fully depreciated or which are purchased with
outside non-County revenues) in accordance with Federal or State regulations and/or
guidelines prescribed by County, and County shall retain full ownership of all such property.
5. Direct Services: Limitations and Exclusions. Contractor understands that the primary
use of these federal funds is to plan for and promote the development of sustainable,
comprehensive, coordinated, community-based prevention activities, programs and projects.
The Contractor shall not spend more than ten percent (10%) of the total grant award for those
direct program or project services which are intended to stimulate expanded prevention
activities. .The Contractor shall not spend any of the grant funds for those direct services
which do not stimulate the development of ongoing prevention activities.
6. Nondiscrimination, Affirmative Action and Handicapped Access.
a. Contractor shall comply with the Civil Rights Act of 1964 and with all applicable
requirements of Executive Order No. 11246, entitled "Equal Employment Opportunity," as
amended by Executive Order No. 11375, and as supplemented in Department of Labor Regulations
(41 CFR Chapter 60) . Contractor hereby certifies that it has an Affirmative Action Plan (or
that it will establish an Affirmative Action Plan no later than the termination date of this
Contract) which declares that it does not discriminate on the basis of race, color, religion,
creed, national origin, sex, age, and handicap and which specifies goals and target dates to
assure the implementation of that plan. In the performance of this Contract, Contractor will
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SPECIAL CONDITIONS
Number 24-606-2
not discriminate against any employee or applicant for employment. Contractor's
nondiscriminatory policies shall be in writing and shall be available for inspection by
clients, employees, applicants for employment and other appropriate persons; Contractor shall
practice nondiscrimination in the admission of clients or patients for services, assignment
or accommodations, employment of personnel, or in any other respect so as not to discriminate
on the basis of race, color, religion, creed, national origin, ancestry, sex, age, or
handicap.
b. If this Contract is funded in part by federal funds, Contractor shall ensure that
all facilities operated under this Contract are accessible to handicapped persons in
accordance with the Federal Rehabilitation Act of 1973, Section 504 (29 U.S.C. Section 794) ,
and the applicable regulations adopted thereunder, or Contractor shall ensure that access to
services and programs will be provided in accordance with the "Contra Costa County 504.
Compliance Plan" which is incorporated herein by reference and is on file in the Mental
Health Division Offices and is available for inspection by Contractor.
7. 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.
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Contra Costa County Standard Form 1/87
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 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. Records. Contractor shall keep and make available for inspection and copying by
authorized representatives of the County, the State of California, and the United States
Government, the Contractor's regular business records and such additional records pertaining
to this Contract as may be required by the County.
a. Retention of Records. The Contractor shall retain all documents pertaining
to this Contract for five years from the date of submission of Contractor's final payment
demand or final Cost Report; for any further period that is required by law; and until all
Federal/State audits are complete and exceptions resolved for this contract's funding period.
Upon request, Contractor shall make these records available to authorized representatives
of the County, the State of California, and the United States Government.
b. Access to Books and Records of Contractor. Subcontractor. Pursuant to
Section 1861(v) (1) of the Social Security Act, and any regulations promulgated thereunder,
Contractor shall, upon written request and until the expiration of four years after the
furnishing of services pursuant to this Contract, make available to the Secretary of Health
and Human Services or to the Comptroller General, or any of their duly authorized
representatives, this Contract and books, documents, and records of Contractor that are
necessary to certify the nature and extent of all costs and charges hereunder.
Further, if Contractor carries out any of the duties of this Contract through a subcontract
with a value or cost of $10.,000 or more over a twelve-month period, such subcontract shall
contain a clause to the effect that upon written request and until the expiration of four
years after the furnishing of services pursuant to such subcontract, the subcontractor shall
make available, to the County, to the Secretary or to the Comptroller General, or any of
their duly authorized representatives, the subcontract and books, documents, and records of
the subcontractor that are necessary to verify the nature and extent of all costs and charges
thereunder.
This special condition is in addition to any and all other terms regarding the maintenance
or retention of records under this Contract and is binding on the heirs, successors, assigns
and representatives of Contractor.
4. Reporting Requirements. Pursuant to Government Code Section 7550, Contractor
shall include in all documents or written reports completed and submitted to County in
accordance with this Contract, a separate section listing the numbers and dollar amounts of
all contracts and subcontracts relating to the preparation of each such document or written
report. This section shall apply only if the payment limit under this Contract exceeds
$5,000.
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Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
5. Termination.
a. Written Notice. This Contract may be terminated by either party, at their
sole discretion, upon thirty-day advance written notice thereof to the other, and may be
cancelled immediately by written mutual consent.
b. Failure to Perform: The County, upon written notice to Contractor, may
immediately terminate this Contract should the Contractor fail to perform properly any of
its obligations hereunder. In the event of such termination, the County may proceed with
the work in any reasonable manner it chooses. The cost to the County of completing
Contractor's performance shall be deducted from any sum due the Contractor under this
Contract, without prejudice to the County's rights otherwise to recover its damages.
C. Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the event
that Federal, State, or other non-County funding for this Contract ceases, this Contract is
terminated without notice.
6. Entire Agreement. This Contract contains all the terms and conditions agreed upon
by the parties. Except as expressly provided herein, no other understanding, oral or
otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind
any of the parties hereto.
7. Further Specifications for Operating Procedures. Detailed specifications of
operating procedures and budgets required by this Contract, including but not limited to,
monitoring, evaluating, auditing, billing, or regulatory changes, may be developed and set
forth in a written Informal Agreement between the Contractor and the County. Such Informal
Agreements shall be designated as such and shall not be amendments to this Contract except
to the extent that they further detail or. clarify that which is already required hereunder.
Such Informal Agreements may not enlarge in any manner the scope of this Contract, including
any sums of money to be paid the Contractor as provided herein. Informal Agreements may be
approved and signed by the head of the County Department for which this Contract is made or
his designee.
8. Modifications and Amendments.
a. General Amendments. This Contract may be modified or amended by a written
document executed by the Contractor and the Contra Costa County Board of Supervisors or,
after Board approval, by its designee, subject to any required State or Federal approval.
b. Administrative Amendments. Subject to the Payment Limit, the Payment
Provisions and the Service Plan may be amended by a written administrative amendment executed
by the Contractor and the County Administrator or his designee, subject to any required State
or Federal approval, provided that such administrative amendments may not materially change
the Payment Provisions or the Service Plan.
9. Disputes. Disagreements between the County and Contractor concerning the meaning,
requirements, or performance of this Contract shall be subject to final determination in
writing by the head of the County Department for which this Contract is made or his designee
or in accordance with the applicable procedures (if any) required by the State or Federal
Government.
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Contra Costa County Standard Form 1/87
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 and Laws. Should Federal or State
regulations or laws touching upon the subject of this Contract be adopted or revised during
the term hereof, this Contract shall be deemed amended to assure conformance with such
Federal or State requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General
Conditions, inspections or approvals, or statements by any officer, agent or employee of the
County indicating the Contractor's performance or any part thereof complies with the
requirements of this Contract, or acceptance of the whole or any part of said performance,
or payments therefor, or any combination of these. acts, shall not relieve the Contractor's
obligation to fulfill this Contract as prescribed; nor shall the County be thereby estopped
from bringing any action for damages or enforcement arising from any failure to comply with
any of the terms and conditions of this Contract.
13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns
and representatives of Contractor. The Contractor shall not enter into subcontracts for any
work contemplated under this Contract and shall not assign this Contract or monies due or
to become due, without the prior written consent of the County Administrator or his designee,
subject to any required State or Federal approval.
14. Independent Contractor Status. This Contract is by and between two independent
contractors and is not intended to and shall not be construed to create the relationship
between the parties of agent, servant, employee, partnership, joint venture or association.
15. Conflicts of Interest. Contractor, its officers, partners, associates, agents,
and employees, shall not make, participate in making, or in any way attempt to use the
position afforded them by this Contract to influence any governmental decision in which he
or she knows or has reason to know that he or she has a financial interest under California
Government Code Sections 87100, et seq. , or otherwise.
16. Confidentiality. Contractor agrees to comply and to require its officers,
partners, associates, agents and employees to comply with all applicable State or Federal
statutes or regulations respecting confidentiality, including but not limited to, the
identity of persons served under this Contract, their records, or services provided them,
and assures that:
a. All applications and records concerning any individual made or kept by
Contractor or any public officer or agency in connection with the administration of or
relating to services provided under this Contract will be confidential, and will not be open
to examination for any purpose not directly connected with the administration of such
service.
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Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
b. No person will publish or disclose or permit or cause to be published or
disclosed, any list of persons receiving services, except as may be required in the
administration of such service. Contractor agrees to inform all employees, agents and
partners of the above provisions, and that any person knowingly and intentionally disclosing
such information other than as authorized by law may be guilty of a misdemeanor.
17. Nondiscriminatory Services. Contractor agrees that all goods and services under
this Contract shall be available to all qualified persons regardless of age, sex, race,
religion, color, national origin, or ethnic background, or handicap, and that none shall be
used, in whole or in part, for religious worship or instruction.
18. Indemnification. The Contractor shall defend, indemnify, save, and hold harmless
the County and its officers and employees from any and all claims, costs and liability for
any damages, sickness, death, or injury to person(s) or property, including without
limitation all consequential damages, from any cause whatsoever arising directly or
indirectly from or connected with the operations or services of the Contractor or its agents,
servants, employees or subcontractors hereunder, save and except claims or litigation arising
through the sole negligence or sole willful misconduct of the County or its officers or
employees. Contractor will reimburse the County for any expenditures, including reasonable
attorneys' fees, the County may make by reason of the matters that are the subject of this
indemnification, and if requested by the County will defend any claims or litigation to
which this indemnification provision applies at the sole cost and expense of the Contractor.
19. Insurance. During the entire term of this Contract and any extension or
modification thereof, the Contractor shall keep in effect insurance policies meeting the
following insurance requirements unless otherwise expressed in the Special Conditions:
a. Liability Insurance. The Contractor shall provide comprehensive liability
insurance, including coverage for owned and non-owned automobiles, with a minimum combined
single limit coverage of $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 changes of the above specified coverage.
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Contra Costa County Standard Form 1/87
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 the date of deposit in the mails or of other delivery,
except that the effective date of notice to the County shall be the date of receipt by the
head of the County Department for which this Contract is made.
21. Primacy of General Conditions. Except for Special Conditions which expressly
supersede General Conditions, the Special Conditions (if any) and Service Plan do not limit
any term of the General Conditions.
22. Nonrenewal. Contractor understands and agrees that there is no representation,
implication, or understanding that the services provided by Contractor under this Contract
will be purchased by County under a new contract following expiration 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 & Taxation Code Section 107) , such
interest or improvements may represent a possessory interest subject to property tax, and
Contractor may be subject to the payment of property taxes levied on such interest.
Contractor agrees that this provision complies with the notice requirements of Revenue &
Taxation Code Section 107.6, and waives all rights to further notice or to damages under that
or any comparable statute.
24. No Third-Party Beneficiaries. Notwithstanding mutual recognition that services
under this Contract may provide some aid or assistance to members of the County's population,
it is not the intention of either the County or Contractor that such individuals occupy the
position of intended third-party beneficiaries of the obligations assumed by either party
to this Contract.
25. Cogvrights and Rights in Data. Contractor shall not publish or transfer any
materials produced or resulting from activities supported by this agreement without the
express written consent of the County Administrator. If any material is subject to
copyright, the County reserves the right to copyright such and the Contractor agrees not to
copyright such material. If the material is copyrighted, the County reserves a royalty-
free, nonexclusive, and irrevocable license to reproduce, publish, and use such materials,
in whole or in part, and to authorize others to do so.
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