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HomeMy WebLinkAboutMINUTES - 05161995 - 1.44 44 • BOARD OF SUPERVISORS Contra FROM:' -Phil Batchelor County Administrator � _ � Costa e... _ DATE: May 8, 19 9 5 `'� -`*' County . GSTq � SUBJECT: APPROVE CONSULTANT SERVICES CONTRACT TO DAVILLIER-SLOAN, INC. TO MONITOR MBE/WBE AND AFFIRMATIVE ACTION COMPLIANCE ON MERRITHEW MEMORIAL REPLACEMENT HOSPITAL PROJECT SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION I . Recommended Action: APPROVE and AUTHORIZE the Chair of the Board of Supervisors to execute Consulting Services Agreement between the County and Davillier-Sloan, Inc . to provide monitoring services for the Merrithew Memorial Hospital Replacement project. II . Financial Impact: Project funds from the Merrithew Hospital Replacement project. III . Reasons for Recommendations and Background: In the specification for the Merrithew Memorial Replacement Hospital project there are Minority Business Enterprise (MBE) ; Women Business Enterprise WBE) ; and Affirmative Action/ Equal Employment Opportunity (AA/EEO) goals and requirements in. the project. The prime contractor, Centex Golden, is responsible for complying with those requirements . Davillier-Sloan, Inc . will monitor the compliance of those requirements based on their qualifications and expertise. IV. Consequences of Negative Action: Failure to approve and execute the Consulting Services Contract will result in the County being unable to monitor MBE/WBE and AA/EEO goals and requirements CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE (S): ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER IT IS BY THE BOARD ORDERED that the County Affirmative Action Officer is to monitor the aformentioned consulting contract as it relates to the County's affimative action goals and report to the Board on ,Time b, 1995. VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE UNANIMOUS(ABSENT-- ) AND CORRECT COPY OF AN ACTION TAKEN AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE/SHOWN(9 (� CC: CAO ATTESTED_ 4.W, f�J 1 -! PHIL BATCH OR.Cl RK OF THE BOARD OF SUPERVISORS AND COUNTY ADMINISTRATOR M382 (10/88) BY DEPUTY C(inl:ra Costa County Number Standard Form 1/87 STANDARD CONTRACT Fund/Org # (Purchase of Services) Account # Other # 1. Contract Identification. Department: Subject: 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:D a v i I I i e r-S loan , I n c. Capacity: Consultant , Contract Comp I i ance Taxpayer ID # 94-3206493 Address: 6321 Jeri lynn Avenue Richmond , CA 94806 3. Term. The effective date of this Contract is April 12, 1 9 9 5 and it terminates J u I y 31 , 1997 ;unless sooner terminated as provided herein. 4. Payment Limit. County's total payments to Contractor under this Contract shall not exceed $ 135 , 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. 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 (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: 9. Legal Authority. This Contract is entered into under and subject to the following legal authorities: 10. Signatures. These signatures attest the parties' agreement hereto: COUNTY OF CONTRA COSTA, CALIFORNIA BOARD OF SUPERVISORS ATTEST: Phil Batchelor, Clerk of the Board of Supervisors and County Administrator By By Chair an/Designee Cpeputy CONTRACTOR By By J Ke DaviIIier-Sloan President (Designate business capacity A) (Designate business capacity B) Note to Contractor: For corporations (profit or nonprofit), the contract nest be signed by two officers. Signature A must be that of the president or vice-president and Siqnature B must be that of the secretary or assistant secretary !Civil Code Section 1190.1 and Contra Costa County Standard Form 2/90 PAYMENT PROVISIONS (Fee Basis Contracts) Number 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.] [X] a. $ 4 , j00 . 00 monthly, or [ ] b. $ per unit, as defined in the Service Plan, or [ ] c. $ after completion of all obligations and conditions herein. 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. 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 reused 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. Initials: 2�-2 C` tractor County Dept. dfll:payfee.fm Contra Costa County Standard Form. 2/90, PAYMENT PROVISIONS (Cost Basis Contracts) Number 1 . Payment Basis. Subject to the Payment Limit, payments to the Contractor for all services provided for Co,•nty under this Contract shall only be for costs that are allowable costs that are actually incurred in the performance of Contractor's obligations under this Contract. 2. Payment Amounts. Subject to later adjustments in total payments as provided below and subject to the Payment Limit of this Contract, County will pay Contractor as full compensation for all services, work, expenses or costs provided or incurred by Contractor: [Check one alternative only] [X J a. $ 4 , 5JO. �O monthly, or [ ) b. $ per unit, as defined in the Service Plan, or [ ] c. _ An amount equal to Contractor's allowable costs that are actually incurred each month, but subject to the "Budget of Estimated Program Expenditures" included in the Service Plan. [ ) d. As set forth in Paragraph 1. of the Service Plan. 3. Allowable Costs. Contractor's allowable costs are only those which are determined in accordance with: [Check applicable alternative] [ ] a. Department of Health and Human Services Administration of Grants Federal Regulations Title 45 Part 74 including any amendments thereto and the applicable Subpart listed hereunder; and other documents specified in the Service Plan regarding principles for determining and allocating the allowable costs of providing the services; and any standards set forth in the Service Plan for determining the allowability of selected items of costs of providing the services. [ ] Federal Management Circular A-87, including any amendments to the circular published in the Federal Register by OMB is to be used for determining allowable costs of activities conducted by state and local governmental agencies. [ ] OMB Circular A-122, including any amendments to the Circular published in the Federal Register by OMB is to be used for determining allowable costs of activities conducted by nonprofit organizations (other than government agencies, educational institutions, and hospitals). [ ] 41 CFR Subpart 1-15.2 shall be used for profit organizations other than hospitals. [ ] OMB Circular No. A-21, including any amendments to the Circular published in the Federal Register by OMB shall be the principles to be used for determining allowable costs by educational institutions (other than for-profit institutions). [ ] Appendix E Subpart Q Section 74.173 shall be used for determining costs of research, development work, and other activities for determining allowable costs; or [ ] b. Such State regulations and documents as are set forth in the service Plan regarding accounting guidelines, including standards for determining allowable or non-allowable costs. [ ] c. Part IV Department of Labor, Employment and Training administration, 20 CFR Part 674, Section 674.402 and any amendments thereto; and California Department of Aging Title V Operations Handbook, 1987, Section 505.4 and any amendments thereto. Contra 'Costa County Standard Form 2/90 PAYMENT PROVISIONS (Cost Basis Contracts) Number 4. 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 demandsfor 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 2. (Payment Amounts) above. 5. Penalty for Late Submission. When Contractor fails to submit to County a timely demand for payment as specified in Paragraph 4. (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. Cost Report and Settlement. No later than forty-five (45) days following the termination -�� of this Contract, Contractor shall submit to County a cost report in the 'form required by County, showing the allowable costs that have actually been incurred by Contractor under this Contract. If said cost report shows that the allowable costs that have J;,-. 10 ; •?actually been incurred by Contractor under this Contract exceed the payments made by County, subject nevertheless to the payment limit of this Contract, County will remit any such excess amount to Contractor, provided that the payments made, together with any such excess amount, may not exceed the contract payment limit. If said cost report shows that the payments made by County exceed the allowable costs that have actually been incurred by Contractor under this Contract, Contractor shall remit any such excess amount to County. [See Paragraphs ^C and ^C of the Special Conditions.] 7. Audits The records of the Contractor may be audited by the County, state, or United States government, in addition to any certified cost report or audit required by the Service Plan. Any certified cost report or audit required by the Service Plan shall be submitted to County by Contractor within such period of time as may be expressed by applicable State or Federal regulations, policies or contracts, but in no event later than 18 months from the termination date of this Contract. If such audit(s) show that the payments made by County exceed the allowable costs that have actually been incurred by Contractor under this Contract, including any adjustments made pursuant to Paragraph 6. (Cost Report and Settlement), then Contractor shall pay to County within 30 days of demand by County any such excess amount. If such audit(s) show that the allowable costs that have actually been incurred by Contractor under this Contract exceed the payments made by County, including any adjustments made pursuant to Paragraph 6. (Cost Report and Settlement) , then County agrees to pay to Contractor any such excess amount, provided that the payments made, together with any such excess payment, may not exceed the contract payment limit. 8. Audit Exceptions. In addition to its obligations under Paragraph 7. (Audits) above, 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. Contra Costa County Standard Form 2/90 Number PAYMENT PROVISIONS (Cost Basis Contracts) 9 . Project Cessation. Should the project work cease due to court order or other cause, contractor shall receive prorata monthly payment for services worked, expenses or cost provided or incurred up to the date of cessation but shall not receive monthly payment for the period of such cessation. a:sloan2 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 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. -1- Contra Costa County Standard Form 1/87 GENERAL CONDITIONS (Purchase of Services) 5. Termination. a. h-itten 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 pro,,ided herein, no other understanding, oral or otherwise, regarding the subject matter of this Ccitract 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. -2- 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. -3- 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 service-, 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. -4- 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 c,F the County Department for which this Contract is made. Noticesto 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 of termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure to continue purchase of all or any such services from Contractor. 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. -5- 1 1 , 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 . R ' 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 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 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. PSA/jh J-6:a:\pa\1etter\audit.f Scope of Services Under the direction of the County' s Affirmative Action/Coniract Compliance Officer (hereinafter "Officer" ) , Davillier-Sloan, Inc. dba DSI (hereinafter "Contractor" ) shall perform all tasks necessary to monitor compliance with the Minority Business Enterprise (MBE) , Woman Business Enterprise (WBE) , Affirmative Action (AA) and Equal Employment Opportunity (EEO) requirements set forth in the construction documents for, the Merrithew Memorial Replacement Hospital project, including but not limited to the following tasks : Task 1 : Develop Procedures and Related Forms Establish operating procedures with the General Contractor and each subcontractor' s AA/EEO Coordinator consistent with Division E of the contract documents . The procedures and related forms will be developed for the Officers' review and approval and will be incorporated as a section of the Procedures Manual for the Merrithew Memorial Replacement Hospital project . This work will formalized the role, duties, and responsibilities of the Contractor, General Contractor, and Subcontractors . Task 2 : Program Changes A. Contractor will recommend to the Officer for review and approval program and format changes of unforeseen circumstances and agreed upon changes that offer the compliance with MBE/WBE and affirmative action requirements . Contractor will coordinate, implement, and monitor recommendations with the General Contractor. B. Contractor will assist the General Contractor and subcontractors develop plans to meet MBE/WBE and AA/EEO goals when goals have not been met including strategies to utilize MBE/WBE on contractors unlisted work, work due to change orders and other authorized work. C. Contractor will review proposed change orders with the General Contractor and recommend to the Officer those orders that have the most potential for MBE/WBE participation. Task 3 : Project Database A. Contractor will develop and maintain a database of recruitment resources, unions, joint apprenticeship programs, and minority and women contractors associations . B. In addition to the use of CalTrans, other acceptable certifying agencies, and the County as directed by the Officer, the Contractor will certify MBE and WBE firms . Task 4 : Attending and Participating in Meetings A. Contractor will attend the preconstruction conferen--e in order to describe and respond to questions on the MBE/WBE and AA/EEO requirements . B. Contractor will attend the Partnering Workshop conducted by the County Construction Manager in order to review the establishment of the Project Affirmative Action Committee and the flow of information, meet subcontractors, review time frames of the project . C. Contractor will attend all Project Affirmative Action Committee meetings and neighborhood meetings as directed by the Officer. D. Contractor will attend other meetings as directed by the Officer such as the Advisory Council on Equal Employment Opportunity, monthly General Contractors meeting, etc . Task 5 : Coordination/Liaison A. Contractor will establish and formulate working relationships with the Construction Manager, General Contractor, subcontractors, suppliers, truckers, community groups/organizations, unions, minority and women contractors associations, and technical assistance and training agencies, to ensure open communication and sharing of information. B. Contractor will document agencies contacted, reason for the contact, results of the discussion including the date and contact person, name, address and telephone numbers . Task 6 : Discrimination Complaints/Dispute Resolution A. Contractor will establish a process for early identification and resolution of discrimination complaints from employees . B. Disputes between MBE/WBE firms and the General Con`ractor and/or subcontractors, truckers and suppliers and manufacturers will be identified by the Contractor and the Contractor will give assistance to resolve the problem. C. An appeals procedure for MBE/WBE firms will be prepared and monitored. Task 7 : Monitoring and Reporting A. Contractor will monitor the General Contractors, MBE/WBE goals and requirements according to Division E of the specifications . Monitoring will include but not be limited to weekly on-site and unannounced visits to the General Contractor, subcontractors, truckers, suppliers, and manufacturers to assure compliance with the MBE/WBE and AA/EEO goals . B . Contractor will review and monitor certified weekly payroll records for all crafts covered under the program divisions within five working day's at the end of each payroll period. The records must show the person hours worked on a craft-by-craft basis and identify the address, social security number, ethnicity, gender and trade of all employees on the project . C. Contractor will monitor the amount and percentage of contract progress payments including proposed change orders to accurately account for MBE/WBE and AA/EEO participation. D. Contractor will prepare monthly progress reports indicating MBE/WBE participation; proposed change orders/authorized work to increase participation; upcoming tasks for the project ; affirmative action participation by ethnicity, gender and trade with a summary of affirmative action participation on a monthly basis; and prepare a time line of activities . E . Contractor will prepare special reports as directed by the Officer such as referrals from the unions by ethnicity and gender; participation from apprenticeship programs ; complaints from neighbors/community groups; number and type of complaints from minorities and women on the project . Any other tasks related to monitoring compliance with the Minority Business Enterprise, Woman Business Enterprise, Affirmative Action, and Equal Employment Opportunity requirements set forth in the construction documents, as directed by the Officer. a: scopel Office of the County Administrator Contra Costa County Affirmative Action Office 651 Pine Street, Martinez, CA 94553 (510) -646-4106 fax: (510) 646-1353 Memorandum Date: June 1, 1995 To: Board of Supervisors From: Emma Kuevor e�,,7�` Affirmative Action/Contract Compliance Officer Subject: Report on Monitoring Merrithew Memorial Replacement Hospital Project On May 16, 1995, you requested a report be prepared on monitoring the MBE/WBE and Affirmative Action employment goals and requirements for the Merrithew Memorial Replacement Hospital Project . Due to our current workload, we will be unable to provide the report by the June 6 agenda; however, you will receive our report for the June 23 , 1995 agenda. CC : County Administrator Clerk of the Board Joe Hogan a:Bdreport CONTRA COSTA COUNTY JUVENILE JUSTICE COMMISSION AND DELINQUENCY PREVENTION COMMISSION 50 DOUGLAS DRIVE.SUITE 201 MARTINEZ.CALIFORNIA 94553-8500 bcc: Board of Supervisors June 1, 1995 Phone: (510) 313-4188 Phil Batchelor D. Bell Stephen Linder, Ph.D. Director, Special Projects Health Care Delivery Services, Inc . 3701 South Higuera Street, Suite 200 San Luis Obispo, CA 93401 Dear Dr. Linder: I have received your letter of May 4, 1995 expressing your concerns regarding Commissioner Baker' s inspection of Lions Gate on April 13 , 1995 . Due to a conflict at my place of employment, I was unable to personally inspect Lion' s Gate at that time . I authorized Commissioner Baker to substitute Mrs . McAuley in my place . In lieu of a written report, Commissioner Baker has orally reported the following to me : * The building was generally clean. * The 5 : 00 p.m. dinner time was complete and at approximately 5 : 25 p .m. chairs and tables were stacked and floors were being mopped. * Boys were playing baseball . * Girls were talking with each other. * Christmas lights were hanging on the walls . * The boys ' bathroom continues to be in a deplorable state of deterioration with mildew, rust and dry rot increasing. The girls ' bathroom was not visited. New paint under the washbasins was an obvious cosmetic attempt to cover the dry rot conditions . Note: At my March 24, 1994 visit, Lion' s Gate staff stated bids were being sought to repair both the girls ' and boys ' bathrooms . * The number of missing roof shingles seems to have increased and fascia boards are still missing. * The building is in an increasing state of disrepair. Stephen Linder, Ph.D. June 1, 1995 Page 2 In conclusion, Commissioner Baker has my complete confidence and will continue to be the Commission' s representative at Lion' s Gate. We look forward to future inspections . Sincerely, ' 6C-4 Cl if T lord, V Chairperson CT:ds Cc : Judge Lois Haight C. Sainten A. Ryan HCDS Board of Directors L. Baker F. McAuley P. Daniels JJC5/LGate.wp HEALTH CARE 11 DELIVERY SERVICES,INC. 3701 South Higuera Street, Suite 200 s�.r San Luis Obispo, CA 93401 Off: (8051542-9100 CC 1 ^ !f9n S Fax: (8051342-9599 ivly May 4, 1995 Clifford Taylor Chairperson Juvenile Justice Commission 50 Douglas Drive Martinez, CA 94553 Dear Mr. Taylor: On April 3, 1995, the Juvenile Justice Commission (JJC) notified Alison Ryan, Director of Lions Gate: Martinez, the Commission intended to conduct its' annual inspection visit of Lions Gate on April 13, 1995 at 5:15 p.m. A copy of the Commission's inspection form was included, along with instructions to "complete the form and give it to Mrs. Baker or Mr. Taylor when they arrive for the visit". On April 13, 1995, at 5:15 p.m., Linda Baker visited Lions Gate, accompanied by Florence McAuley, chairperson of the Expanded Youth Services Board. Mrs. Baker explained that, since you were unable to accompany her, she invited Ms. McAuley to join her on a visit to the facility. According to Mrs. Baker, Ms. McAuley was invited to join her "just to take The Tour" (of Lions Gate). During her visit, Mrs. Baker repeatedly claimed she was not conducting a review of Lions Gate. She stated (to Ms. Ryan): "I'm not inspecting...I'm not taking notes". After examining the kitchen and the boys' bathroom and bedrooms thoroughly, she told Ms. Ryan, "See, I don't always have ulterior motives when I come to see you!" Given the circumstances of her visit, and the agreement between Lions Gate, the Juvenile Justice Commission and the Contra Costa Department of Social Services regarding the conduct of visits to privately-owned facilities, perhaps you will understand why we are reluctant to accept tvirs. Bakers' account of her inotives at face value. During her "tour", Mrs. Baker disregarded the guidelines she herself agreed to concerning JJC visits to private facilities. As documented in a letter to Charles Woffinden, dated February 19, 1993, Mrs. Baker agreed to follow the decision of Contra Costa County Counsel regarding such visits, including an agreement to not only provide written notice prior to conducting a site visit, but also to specify the intended purpose of the visit and estimate the number of persons who will participate. On April 13, 1995, she violated this agreement when she guided Ms. McAuley through Lions Gate. According to the terms of the agreement, if Mrs. Baker wished to include a person who was not a member of the Commission on a visit to Lions Gate, she should have contacted Ms. Ryan to request her permission to do so at least five days prior to her visit. Moreover, if she wished to alter the purpose of her visit to the facility, she should O. Q. De Angelis, Ph.D., President-William C. Hobbs, Vice President-Marsha R. Feldman, Secretary&Treasurer 'DEDICATED TO THE DELIVERY OF HEALTH CARE' 'I I' have, similarly, notified Ms. Ryan of her intention to do this at least five days prior to her visit. Frankly, Mrs. Baker's history of this kind of behavior causes us to view her declared motives with considerable suspicion. During the past few years, she has repeatedly expressed her animosity towards Lions Gate in public, most notably at meetings of the Expanded Youth Services Board in Martinez. Although Lions Gate has nothing to hide, we do insist members of the JJC abide by the Commission's agreements and exhibit professional behavior in dealing with Lions Gate personnel. Clearly, on this occasion, Mrs. Baker did neither. 1 believe Ms. Ryan deserves an apology. Moreover, since Mrs. Baker seems to have abandoned any and all efforts to maintain a semblance of disinterestedness, I suggest she be replaced by a Commission reviewer who is capable of exercising professional impartiality. Sincerely, 9,— E� Stephen Linder, Ph.D. Director, Special Projects SL/dIs Attachments cc: Honorable Haight C. Sainten A. Ryan HCDS Board of Directors JJC File CONTRA COSTA COUNTY JUVENILE JUSTICE COMMISSION AND DELINQUENCY PREVENTION COMMISSION 50 DOUG(AS DRIVC,SUITE 201 MARTINEZ,CALIFORNIA 94553-8500 April 3, 1995 Phone: (510)313-4188 Alison Ryan, Director Lions Gate 100 Glacier Drive Martinez, CA 94553 Dear Ms . Ryan, This will confirm the annual visit to your facility by members of the Juvenile Justice Commission on Thursday, April 13, 1995, at 5 :15 p.m. A copy of the Commission' s inspection form is enclosed. Please complete the form and give it to Mrs . Baker or Mr. Taylor when they arrive for the visit. A copy of the final inspection report will be provided to you within 30 days of the visit or as soon thereafter as possible. If you have any questions, please call . Sincerely, Darlene Smith Executive Secretary Enclosure CC: Linda Baker Clif Taylor HEALTH CARE �1 DELIVERY SERVICES,INC. 3701 South Higuera Street,Suite 200 San Luis Obispo,CA 93401 Off: (805)542-9100 Fax: (805)542-9599 February 19, 1993 Charles Wooffinden Chairman Juvenile Justice Commission 50 Douglas Drive Martinez,CA 94553 Dear Mr.Wooffmden: The purpose of this letter is to memorialize the discussion held on February 12, 1993 regarding future visits to Lions Gate: Martinez (LGM) by the Juvenile Justice Commission (JJC). This meeting, held at LGM, was attended by Linda Baker, JJC; Myra Emanuel, Contra Costa County Social Services; Alison Ryan, Lions Gate's Program Director;and Willie Huff of Health Care Delivery Services(HCDS). The parties agreed that the JJC will follow the decision of Contra Costa County Counsel regarding site visits of private child care agencies. In particular,the JJC will provide written notice prior to a site visit to LGM. The letter,addressed to LGM's Program Director,should be received at LGM five(5)days prior to the proposed JJC visit. It should detail the intended purpose of the visit and the estimated number of persons who will attend. During the visit,HCDS site managers will speak freely regarding administrative matters. We think following these guidelines will reduce the possibility of future misunderstandings. Thank you for your cooperation. Sincerely, Clemente Sainten Vice President,Finance and Information Services cc: Honorable E.Merrill G.G.De Angelis,Ph.D. M.Feldman S.Linder W.Huff M.Emanuel A.Ryan O. O. De Angelis, Ph.D., President-William C. Hobbs, Vice President-Marsha R. Feldman, Secretary&Treasurer 'DEDICATED TO THE DELIVERY OF HEALTH CARE'