HomeMy WebLinkAboutMINUTES - 07131993 - 1.93 �Vkz-
TO: BOARD OF SUPERVISORS / / 3
FROM: Mark Finucane, Health Services Director
��� Contra
By: Elizabeth A. Spooner, Contracts Administrator Costa
DATE: June 25, 1993 County
SUBJECT: Approval of Standard (Novation) Contract #24-604-2 with
San Ramon Valley Community Services Group r
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION:
Approve and authorize the Chair, Board of Supervisors, to execute on
behalf of the County, Standard (Novation) Contract #24-604-2 with San
Ramon Valley Community Services Group, in the amount of $28,888, for
the period from January 1, 1993 through December 31, 1993 , for alcohol
and drug abuse prevention services under the "Partnership for a Drug
Free Contra Costa" Federal Grant Project. This Contract includes a
six-month automatic extension through June 30, 1994 .
II. FINANCIAL IMPACT:
This Contract is funded under a Grant Award from the U. S. Department
of Health and Human Services (CSAP) 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 regions of Contra
Costa County. This Contractor has been providing Project services in
the southern region of the County under an automatic contract
extension of the prior Contract #24-604-1, which was approved by the
Board of Supervisors on July 14, 1992 .
Upon approval by the Board of Supervisors, Standard (Novation)
Contract #24-604-2 will replace the automatic extension in the prior
contract and allow the Contractor to continue providing services
through December 31, 1993 .
CONTINUED ON ATTACHMENT: YES SIGNATURE: Q
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMME ATI OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ON 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 SUPERVISORAONT DATE SHOWN.
Contact: Chuck Deutschman (313-6350) ECC: Health Services (Contracts) ATTESTEDRisk Management Phil Baf the doard of .
Auditor-Controller Supervisors and County Administrator
Contractor
M382/7-83 BY DEPUTY
Cc�,ttra%Costa County Number 24-604-2
Standard Form 1/87 STANDARD CONTRACT Fund/Org # 5929
(Purchase of Services) Account # 2320
NOVATION
1. Contract Identification.
Department: Health Services - Substance Abuse Division
Subject: Alcohol and Other Drug Abuse Prevention Services under 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: SAN RAMON VALLEY COMMUNITY SERVICES GROUP
Capacity: Nonprofit California corporation Taxpayer ID #_Not Applicable
Address: 545 Sycamore Valley Road, West, Danville, California 94526
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
exceed $28,888.
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. 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:
Federal CSAP Grant Application entitled "Partnership for a Drug-Free Contra Costa" as
approved by the U.S. Department 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 Supe7vii rs and C unty Administrator
yV By
Chairman/Designee Deputy
CONTRACTOR
By—
(Designate business capacity A) (Designate business capacity B)
Note to Contractor: For corporations (profit or nonprofit), the contract must be signed by two officers. Signature A Bust be
that of the president or vice-president and Signature B must be that of the secretary or assistant secretary (Civil Code Section
2190 and Corporations Code Section 313). All signatures must be acknowledged as set forth on page two.
Contra Costa County Standard Form 1/87.
APPROVALS/ACKNOWLEDGEMENT
Number 24-604-2
APPROVALS
RECOMMENDEDB EPARTMENT FORM APPROVED
4�jBy y
De ignee
APPROVED: COUNTY ADMINISTRATOR
By
ACKNOWLEDGEMENT
State of California ACKNOWLEDGEMENT (By Corporation, .
Partnership, or Individual)
County of
The persons) signing above for Contractor, personally known to me in the individual or
business capacityfies.) stated, or proved to me on the basis of satisfactory evidence to
be the stated individual or the representativeks)' of the partnership or corporation
named above in the capacityPesj stated, personally appeared before me today and
acknowledged that YmLrl3e/they executed it, and acknowledged to me that the partnership
named above executed it or acknowledged to me that the corporation named above executed
it pursuant to its bylaws or a resolution of its board of directors.
Dated: Cn _ f — 0 j
[Notarial Seal]
OFFICIAL SEAT. Notary Public/Deputy County Clerk
BOBBIN JKOTOUC
• NOTARY PUBLIC-CALIfORNU
CONTRA COSTA COUNTY.
My Conwn.Ezpiree Oct.d.1995 -2-
Contra Costa County PAYMENT PROVISIONS Standard Form 6/90
(Fee Basis Contracts)
Number 24-604-2
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.
[R] d. $ 27.20 per service unit, for at least 1.062 units of service as defined
in Paragraph 2. (Service Unit Definition) of the Service Plan.
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 asspecified in Paragraph 2. (Payment Demands) above, and as a result of
Contractor's late submission the County is unable to obtain reimbursement from the
State of .California or otherwise; to the extent the County's recovery of funding is
prejudiced, County shall not pay Contractor for such services, even though such
services were fully provided.
4. Right to Withhold. County has the right to withhold payment to the Contractor when,
in the opinion of the County expressed in writing to the Contractor, (a) the
Contractor's performance, in whole or in part, either has not been carried out or is
insufficiently documented, (b) the Contractor has neglected, failed or refused to
furnish information or to cooperate with any inspection, review or audit of its
program, work or records, or (c) Contractor has failed to sufficiently itemize or
document its demand(s) for. payment.
5. Audit Exceptions. Contractor agrees to accept responsibility for receiving, replying
to, and/or complying with any audit exceptions by appropriate County, State or Federal
audit agencies occurring as a result of its performance of this Contract. Contractor
also agrees to pay to the County within 30 days of demand by County the full amount of
the County's obligation, if any, to the State and/or Federal government resulting from
any audit exceptions, to the extent such are attributable to the Contractor's failure
to perform properly any of its obligations under this Contract.
6. Required Audit. If Contractor is funded by $25,000 or more in federal grant funds in
any fiscal year from any source, Contractor shall provide to County at Contractor's
Initials:
do. tactor County Dept.
1
Centra Costa County PAYMENT PROVISIONS Standard Form 6/90
(Fee Basis Contracts)
Number 24-604-2
expense an audit conforming to the requirements set forth in the most current version
of Office of Management and Budget Circular A-133. If Contractor is funded by $25,000
to $100,000 in federal grant funds in any fiscal year from any source, Contractor shall
arrange for conduct of the federally-required audit biennially and shall submit the
audit to County in the time, form, and manner required by the most current version of
Office of Management and Budget Circular A-133 and by County. If Contractor is funded
by $100,000 or more in federal grant funds in any fiscal year from any source,
Contractor shall arrange for the 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.
Initials:
Contractor County Dept.
2
I
SERVICE PLAN
Number 24-604-2
1. Service Specifications. During the term of this Contract,
the Contractor shall provide alcohol and other drug abuse primary
prevention services to appropriate organizations in the southern
region of the County. Contractor's services shall include, but may
not be limited to: facilitation of groups and task forces,
training, consultation, 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
relevant organizations. In providing services hereunder,
Contractor shall:
a. Develop and maintain a regional planning process to
identify needs and service gaps and to prioritize these needs.
b. Provide staff for "Action Plan Partnership" regional
alcohol and drug abuse prevention committees, with a main focus on
primary prevention efforts.
C. Achieve diverse membership and representation in all
prevention planning processes.
d. Providing ongoing training, information dissemination,
and technical assistance to this 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 competency;
(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. Assist in facilitating the development of long-term
primary prevention programs and projects.
f. Participate 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.
Initials:
Cofitractor County De t.
1
SERVICE PLAN
Number 24-604-2
g. Participate in, and act as liaison for, the County-wide
"Action Plan Partnership" in coordinated primary prevention
efforts, 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. For payment purposes in accordance
with Paragraph 1. (Payment Amounts) , subparagraph d. , of the
Payment Provisions, one (1) service unit is defined as the
provision of direct community development services as described
above by one member of Contractor's paid program staff 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 objectives and Performance Evaluation. Contractor
shall provide the above services so as to achieve the service plan
objectives set forth in Paragraph 1. (Service Specifications)
above. Contractor's performance under this contract shall be
evaluated by the CSAP Project Director on the basis of:
a. the degree to which each specified service plan objective
was actually achieved, and
b. the total number of service units that were actually
provided by Contractor hereunder.
4. Record Keeping and Performance Report. Contractor shall meet
with the CSAP Project Director at least quarterly and shall provide
written monthly and annual reports in the form and manner required
by the CSAP Project Director and Evaluators.
5. Administrative Meetings. Contractor shall attend
administrative meetings as required by the Substance Abuse Division
Director or his designee (CSAP Project Director) .
Initials:
Con ractor County D pt.
2
SPECIAL CONDITIONS
Number 24-604-2
1. Novation. The parties having entered into a prior Novation Contract
#24-604-1 for the period from January 11 1992 through December 31, 1992
(which contained provision for an automatic six-month contract extension for
the period from January 1, 1993 through June 30, 1993) , County and Contractor
agree to substitute this Contract #24-604-2 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 #24-604-2.
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 the 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 $14,444 (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) , subparagraph d. , subject to the six-month Payment Limit specified
above.
C. Contractor shall continue to provide services as set forth in the
Service Plan, subject to any amendments thereto; all service units (set forth
in the Payment Provisions) shall be prorated for the six-month period.
d. 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. 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
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Con raator County Yept.
1
SPECIAL CONDITIONS
Number 24-604-2
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.
4 . 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.
5. Third-Party Payment Liability. Contractor shall be solely responsible
for any payments due from Contractor to third parties or for any liabilities,
obligations, or commitments of Contractor arising from Contractor's
performance of this Contract, including, but not limited to, any payments
that Contractor may owe to contractors or other suppliers for goods and
services received by Contractor in the operating, equipping, altering,
remodeling, renovating, or repairing of Contractor's program and facilities
established under this Contract. In-no event shall County be responsible for
any payments due from Contractor to third parties or for any liabilities,
obligations, or commitments of Contractor arising from Contractor's
performance of this Contract.
6. Service Program Administration and Fiscal Management. Contractor shall
administer the service program. covered by this Contract as separate
organizational, administrative, and fiscal activities and shall keep this
program separate and distinct from other activities, including, but not
limited to, Contractor's contracts with United Way/Opportunity West, and any
Initials:
Contractor County D t.
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SPECIAL CONDITIONS
Number 24-604-2
amendments or revisions thereof. Contractor shall establish and maintain a
fiscal management system of cost center accounts so that funds provided by
this Contract will not be co-mingled with, or used in, Contractor's other
activities which are not covered by this Contract.
8. Endorsements. Contractor shall not in its capacity as a contractor with
Contra Costa County. publicly endorse or oppose the use of any particular
brand name or commercial product without the prior approval of the Board of
Supervisors. In its County contractor capacity, Contractor shall not
publicly attribute qualities or lack of qualities to a particular brand name
or commercial product in the absence of a well-established and widely-
accepted scientific basis for such claims or without the prior approval of
the Board of Supervisors. In its County contractor capacity, Contractor
shall not participate or appear in any commercially-produced advertisements
designed to promote a particular brand name or commercial product, even if
Contractor is not publicly endorsing a product, as long as the Contractor's
presence in the advertisement can reasonably be interpreted as an endorsement
of the product by or on behalf of Contra Costa County. Notwithstanding the
foregoing, Contractor may express its views on products to other contractors,
the Board of Supervisors, County officers, or others who may be authorized by
the Board of Supervisors or by law to receive such views.
Initials:..
Contractor County D pt.
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Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
1. Compliance with Law. Contractor shall be subject to and comply with all Federal,
State and local laws and regulations applicable with respect to its performance under this
Contract, including but not limited to, licensing, employment and purchasing practices; and
wages, hours and conditions of employment, including nondiscrimination.
2. 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 6f 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. Copyrights 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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