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HomeMy WebLinkAboutMINUTES - 03092004 - C.6 TO: BOARD OF SUPERVISORS FROM: MAURICE M. SHIU, PUBLIC WORKS DIRECTOR DATE: March 09, 2004 SUBJECT: APPROVE and AUTHORIZE the Public Works Director,or designee,to execute a contract amendment with Denise Duffy and Associates,Inc.,effective January 1,2004 to increase the payment limit by$1,600 to a new payment limit of$50,100 and to extend the term from January 1,2004 to December 31,2004 for environmental assessment associated with the Bethel Island Bridge Replacement project, East County area. (District V)Project No. 0662-684043 J FED BRLS 5928 (024) Specific Request(s)or Recommendation(s)&Background&Justification 1. RECOM WNDED ACTION: APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract amendment with Denise Duffy and Associates,Inc.,effective January 1,2004 to increase the payment limit by$1,600 to a new payment limit of$50,100 and to extend the term from January 1, 2004 to December 31, 2004 for environmental assessment associated with the Bethel Island Bridge Replacement project. II. Fiscal Impact: The estimated cost of the amended contract increase is$1,600 funded by the Highway Bridge Rehabilitation and Replacement Program Funds (80%) and Local Road Funds (20%). A ' Continued on Attachment: X SIGNATURE: _j.ZItECOMMENllATION OF COUNTY ADMINISTRATOR I _RECOMMENDATION OF BOARD COMMITTEE c.--APPROVE OTHER SIGNATURE(S): ter` rte....-� ......�--_`` ACTION OF BOs Ri ON MARCH 09, 2004 APPROVED AS RECOMMENDED xx OTHER VOTE OF SUPERVISORS xx UNANIMOUS(ABSENT I & IV ) I hereby certify that this is a true and correct AYES: NOES: copy of an action taken and entered on the ABSENT: ABSTAIN: minutes of the Board of Supervisors on the date shown. TT:cmm u:�GrpDaa,a\EngSvc\E-VTR.O\BO\2004\ (03-04-44)CSA-Denise Duffy(On Call)Amend#4.doc MM("H 09, 2004 Orig.Div:Public Works(Environmental) ATTESTED: Contact: Cece Sellgren(.313-2296) JOHN SWEETEN, Clerk of the Board of cc: E.Kuevor,County Administrator Supervisors and County Administrator Auditor-Controller L.Chavez,Environmental L.Holden,Accounting T.Torres,Environmental By / ,Deputy SUBJECT: APPROVE and AUTHORIZE the Public Works Director,or designee,to execute a contract amendment with Denise Duffy and Associates,Inc.,effective January 1,2004 to increase the payment limit by$1,600 to a new payment limit of$50,100 and to extend the term from January 1,2004 to December 31,2404 for environmental assessment associated with the Bethel island Bridge Replacement project, East County area. (District V)Project No. 0662-684443/FED BRLS 5928 (024) DATE: March 09, 2404 PAGE: 2 III. REASONS FOR.RECOMMENDATION/BACKGROUND: The amendment of the Consulting Services Agreement is needed to assist Public Works Department staffin obtaining environmental clearance for Bethel island Bridge Replacement project. IV. CONSEO UENCES OF NEGATIVE ACTION: If the Consulting Services Agreement is not amended the project will not obtain required permits causing delays in their construction and/or repair. s CONSULTING SERVICES AGREEMENT Number r * AMENDMENTIEXTENSION AGREEMENT #4 FundlQrg# Account# 1. Identification of Contract to be Amended. Other# Number: - Consulting Services Agreement with Denise Duffy and Associates,Ing. Effective'Date: July 13� 2000 to December 31, 2003 Department: Public Warks Department Subject: Consultant Duties for the Bethel Island Bridge Replacement Project Proj. No. 0662.684043 / FDD BRLS: 5928 (024) Payment limit (s): $48,504 2. Parties. The County of Contra Costa, California (County), for its Department named above, and the following named Consultant mutually agree and promise as follows: Consultant Name: Denise Duffy and Associates,Inc. Capacity: Consultant Address: 947 Cass St., Suite 5 Monterey,CA 93940 3. Amendment date. The effective date of this Contract Amendment/Extension Agreement is January 1, 2004. 4. Amendment Specifications. The Contract identified above is hereby amended as follows: I. Extension of Term H. Payment Limit 5. Extension of Tenn. The term of the above-described Contract between the parties hereto is hereby extended from January 1, 2004 to December 31, 2004 unless sooner terminated as provided in said contract. 6. Amendment Payment Limit. Increase the payment limit by$1,600 from$48,500 to the new total payment limit of $50,100. 7. Signatures. These signatures attest the parties' agreement hereto: COUNTY OF CONTRA COSTA, CALIFORNIA CONSULTANT Public Agency Denise Dmr &Associates, Inc. aunce M. Shru (print name ublic Works Director (Signature and busih6s4 capacity) RECO END FO PPROVAL: By (2) gy Cece Se lgren (print name) Environmental Planner (Signature and business capacity) Note-to ContrActor: For corporations (profit or nonprofit),the contract must be signed by two officers. Signature A must be that of the president or vice president and Signature B must be that of the secretary or assistant secretary(Civil Code Section 1190 and Corporations Code Section 313). G:\GrpData\EngSvc\ENViRO\CSA's\2004\Amendments\Denise stuffy(Bethel)-amend(#4).doc CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT State of Ccs?.ifC1rnia OPTIONAL SECTION County of Monterey CAPACITY CLAIMED BY SIGNER n ,tie ore me, Lanettre I• Penna, notary Though statute does not require the Notary to fill DATE NAME,TITLE OF OFFICER E.G.,"JANE DOE,NOTARY PUBLIC- In the data below,doing so may prove Invaluable personally appeared Denise Duf fv to persons relying on the document. NAME(S)OF SIGNER(S) ❑ INDIVIDUAL personally known to me-OR-❑ proved to me on the basis of satisfactory evidence to ❑ CORPORATE OFFICER(S) be the person(s)whose name(s)Islare TITLE(S) subscribed to the within instrument and acknowledged to me that helshe/they ❑ PARTNER(S) ❑ LIMITED t.1�tUM L PENINA executed the same in his/her/their authorized ca acit res ❑ GENERAL112736" ip Y{ )'and that b Y 0 ATTORNEY-IN-FACT ��_CdMxyft hlstherltheir signature(s)on the instrument ❑ TRUSTEE S the person(s)or the entity upon behalf of ( ) which the person(s)acted,executed the 11 GUARDIAN/CONSERVATOR VP*CCff1M80=ALQ12.=4rinstrument. E. OTHER: w! NESS my hand and o� seal, SIGNER IS REPRESENTING: {NAME OF PER$ON(S)OR ENTITY(IES)) SIGNATURE OF NOTARY OPTIONAL SECTION THIS CERTIFICATE MUST BE ATTACHED Title or Type of Document TO THE DOCUMENT AT RIGHT. Number of Pages Though the data below is not required by law,it may prove valuable Date of Document to persons relying on the document and could prevent fraudulent Signer(s)Other Than Named Above re-attachment of this form INSTRUCTIONS TO NOTARY The following information is provided in an effort to expedite processing of the documents. Signatures required on documents must comply with the following to be acceptable to Contra Costa County. 1. FOR ALL SIGNATURES -The name and interest of the signer should be typed or printed BENEATH the signature, e name Must be signed exactly as it is typed or printed. It. SIGNATURES FOR INDIVIDUALS-The name must be signed exactly as it is printed or typed. The signer's interest in e property must be stated. Ill. SIGNATURES FOR PARTNERSHIPS-Signing party must be either a general partner or be authorized in writing to ave the allthority to sign for and bind the partnership. IV. SIGNATURES FOR CORPORATIONS Documents should signed y two officers, one from each of the following two groups: GROUP 1. �c) a)The Chair of the Board b)The President Any Vice-President GROUP 2. a The Secretary b An Assistant Secreta C The Chief Financial Dicer Id The Assistant Treasurer If signatures of officers from each of the above two groups do not a pear on the instrument,a certified copy of a resolution of the Board of Directors authorizing the person signing the instrumen#to execute instruments of the type in question is required. A currently valid power of attorney, notarized, will suffice. Notarization of only one corporate signature or signatures from only one group, must contain the following phrase: .and acknowledged to rite that such corporation executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors.` JC:mw Fora,Rev.August 1,2001 G:iGrpDataiEngSvcIENVIROkCSA"s12004�Amendments\Denise Ouffy(Bethel)-amend(#4).doc Contra Coda County STANDARD CONTRACT Number Standard Form L-1 (Purchase of Services- Long Farm) Fund/Org# 7489/4505 Revised 2002 Account # 2310 Cather # 1. Contract Idggntification.. Department: Public Works Department Subject: Administrative Aide Duties 2. Rambles. The County of Contra Costa, California(County),for its Department named above, and the following named Contractor mutually agree and promise as follows: Contractor: Margaret Fang Capacity: An Individual Address: 517 Andreas Court, San Ramon, CA 94585 3. Term. The effective date of this Contract is March 1, 2004. It terminates on February 28, 2005 unless sooner terminated as provided herein. 4. Payment Limit. County's total payments to Contractor under this Contract shall not exceed $ 66,Ooo.00. 5. COMM'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. b. ontriictor's C)bliga . 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 SReeial 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: Centra Costa County STANDARD CONTRACT Number Standard Form L-z (Purchase of Services- Lang Form) Revised 20`02 g. LeW Authority. This Contract is entered into under and subject to the following legal authorities: Government code Section 31000 lo. Sign:at_Vres. These signatures attest the parties" agreement hereto: COUNTY OF CONTRA CESTA, CAMF'ORNIA BOARD OF SUPERVISORS ATTEST: Clerk of the Beard of Supervisors By By esi nee Depu CONTRACTOR Name of business entity Name of business entity By By Signature of indM4ual or effieer) f4izo fC (Print Warne and title A, if applicable) (Print name and title B, if applicable) NoLe .off. o t=gr:For Corporations(profit or nonprofit),the contract must be signed by two officers. Signature A must be that of the president or vice-president and Signature B must be that of the secretary or assistant secretary(Civil Code Section 1Igo and Corporations Code Section 313). Ail signatures must be acknowledged as set forth on Form L-2. C.ontra Costa County APPROVALS/ACKNOWLEDGMENT Number Standard Form L-2 (Purchase of Services-Lang Farm) Revised 2062 APPROVALS RECOMMENDED BY DEPARTMENT FORM APPROVED COUNTY COUNSEL I By: By:(-4" Designev W 1 D uty APPROVED: COUNTY ADMINISTRATOR By: rxi-t�' Designee ACKNOWLEDGMENT STATE OF CALIFORNIA ) ) ss. COUNTY OF CONTRA COSTA ) } � r O i V 1 i �before me, insert name and title of the officer),personally appeared ,personally IWwn to me(or prove me on the basis of satisfactory evidence)to be the person whose name'l*& subscribed to the within instrument and acknowledged to me that l she t) y executed the same in r authorized capacity0g0, and that by e xr signatureW on the instrument the person}, or the entity upon behalf of which the person acted, executed the instrument. WITNESS MY HAND AND OFFIC SEAL. (Seal) ignature ACKNOWLEDGMENT(by Corporation,Partnership,or Individual) (Civil Code§1189) LISA A.DALZIEL _ Commission# 13771103 Notary Public o California ] Centra Costa County "1 4&MyComm.E)0res$ep28,M iwr-�rrw..-•�•��r L-2 (Page 1 of 1) SERVICE PLAN Contractor's Obliyations. Contractor shall provide the following described services: A. Facility Programs and Rentals 1) Develop, coordinate and schedule recreational classes. 2) Initiate and coordinate advertising and program promotion literature and press releases. 3) Publicize,promote, book and manage all rentals at the MonTaraBay Community Center or other similar facilities. 4) Execute rental agreements. 5) Enforce program policies and rules. 6) Ensure that all program participants receive and sign the Release From Liability form and that a copy of said farm is forwarded to Centra Costa County Public Works Department when executed. 7) Ensure that roll is taken in each class session on forms approved by Contra Costa County Public Works Department. 8) Work each Monday at the MonTaraBay Community Center and.work Tuesday through Thursday as assigned by the Contra Costa County Public Works Department. }) Negotiate with, and secure the services of qualified personnel to provide instruction in a variety of community classes, seminars and/or workshops. 10)Provide oral presentations before civic and fraternal organizations, clubs and at public meetings. 11)Respond to programmatic and rental inquiries from the public. 12)Implement, oversee and administer the complete operation of the Adult Softball program at the MonTaraBay Ballfield Complex and/or at other similar facilities as assigned. B. Facility Maintenance I) Ensure that the MonTaraBay Community Center, or similar facility where assigned, is in good worming order and resolve all operational difficulties(i.e.,repairs, safety issues). 2) Order and maintain a stock of supplies(i.e. office,janitorial,program etc.) 3) At the Community Center/Recreation Facility where assigned, oversee the delivery of grounds maintenance services and ensure that the grounds are maintained in a clean and safe condition at all times. 4) Immediately notify the Contra Costa County Public Works Department of any unsafe or dangerous conditions or equipment, 5) .Report all accidents, incidents and/or injuries that occur on the appropriate Contra Costa County forms and submit to the Contra Costa County Public Works Department within 24 hours of the occurrence. 6) Contact the appropriate emergency resources in case of an emergency. 7) Oversee the janitorial staff/service at the Community Center/Recreation Facility where assigned and ensure that the facility is maintained in a clean and safe condition at all times. 8) Oversee the infield preparation of the ballfields. Ensure that the infields are free of hazards and that the equipment(i.e. bases,pitchers mounds, home plates) are installed and maintained in a safe, hazard-free condition at all times. Page 1 of 3 SERVICE FLAN C. Reporting and Record Keeping 1) Attend the bi-annual County Service Area M-17 (MonTaraBay)community meetings and other meetings as determined by the Contra Costa.County Public Works Department. 2) As requested,prepare and provide written programmatic reports(including statistical and narrative documentation) to Contra Costa County, Public Works Department, in a format determined and approved by the Public Works Department. 3) Prepare and provide budget reports regarding revenues and expenditures for the Community Center's programs, events and rentals, as requested by Contra Costa County,Public Works. 4) Prepare and submit all Demand fortes(Form#D 15.11) and Deposit Permits(Forth##D34), (accompanied with original receipts and back-up documentation), in a timely fashion (minimally every 2-4 weeks). 5) Report to the Contra Costa County Public Works Department all complaints received and steps taken to resolve those complaints. 6) Maintain current file of all meeting agendas and minutes for County Service Area M-17 (MonTaraBay). 7) Prepare,maintain and keep current,the Recreation Center's Equipment Inventory List in accordance with the standards and guidelines established by Contra Costa County Public Works Department and the Auditor/Controllers Office. 8) Perform other duties as required by the Contra Costa County Public Works Department. 9) Assist in the preparation of the agenda,minutes and meeting notices for the bi-annual County Service Area M-17 community meeting or other meetings as assigned. 10)Complete long term administrative projects, which may require statistical research,budget analysis, salary surveys, organizational studies, legislative analysis and oral/written reports. 11)Learn the structure and operation of County government. 12) Assist in gathering, tabulating and analyzing factual data. 13)Must possess a valid California Driver's License. 14)May periodically be stationed at other locations such as,but not limited to, the Lefty Gomez. Recreation Center or the Crockett Community Center. 15)Other duties as assigned by the Contra Costa County Public Works Department. 16)Ensure that once$200 in cash or$1,500 in checks is accumulated at the community center/s, that a bank deposit will be made. Page 2 of 3 SERVICE FLAN CONTRACT COMPUTATION Contractor shall work approximately 40 hours per week (more or less) at a rate of$28.66 per hour. 40 hours per week a@$28.66 per hour= $ 1,146.40 per weep 52 weeks x $1,042.00 per week= $ 59,612.80 per year $ 3,695.99 FICA @ 6.20% 2,819.69 Workers Comp @ 4.73% 110.34 Unemployment Insurance @a .1851% $ 6,626.02 Total Benefits $ 59,612.80 Per year 6,626.02 Benefits + _ 50,00 Mileage &.Meals $ 66,588.82 TOTAL ANNUAL CONTRACT AMOUNT G:1GrpDatalSpDist\ContractMFongServicePlan2oO4-2005 Page 3 of 3 Contra Costa County Standard Form 6190 P.AYMF,NT PROVISIONS Number: - - - (Fee Basis Contracts) 1. J!a�1 ent Amounts. Sub'r i to theRagnent t irr„t 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 Ob. $ 28-66 per unit,plus an allowance for mileage&meals not to exceed$35,0_00, Oc. $ after completion of all obligations and conditions herein. 2. Payment Deninnds.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 subpart 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. Prasity for I ate SubmiNSion. 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 shallnot pay Contractor for such services,even though such services were fully provided. 4. Bight tett 3Mthhnlri. 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 Exc.tions. 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 perforin properly any of its obligations under this Contract. 6. Rgquir d 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 forum 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 fluids 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. END OF SECTION Initials. J � ty ontractor G:\GrpData\SpDist\Cvutractffong(2004)Payment Provisions.doc February 18,2004 Contra Costa County Number Standard Form L-4 Revised 2002 SPECIAL CONDITIONS (Purchase of Services- Long Form) 1. M thholdi and FICA Deductions. Notwithstanding Paragraph 14 of the General Conditions,for purposes of withholding state and federal taxes and Social Security gnly from payments due,the.Auditor-Controller will make deductions for these purposes. Contractor is not a County employee. Contractor further understands that County has no obligation to provide, and Contractor will not be provided fringe benefits, including but not limited to,vacation,sick leave, retirement, and health plan coverage. The County will provide worker's compensation coverage and unemployment insurance if County has the v�ght to control the way in which Contractor's work is done. 2. Insurance. Paragraph 19 (Insurance) of the General Conditions is hereby deleted in its entirety and replaced with the following paragraph; 4619. Automobile Insrac . During the entire term of this Contract and any extension or modification thereof, Contractor shall keep in effect a policy or policies of motor vehicle liability insurance for any use Contractor makes of a private automobile in the performance of this Contract,as required by State law. Not later than the effective date of this Contract, Contractor shall provide County with a certificate(s)of insurance evidencing the above liability insurance." Form L-4(Page 1 of 1) Contra Costa County GENERAL CONDITIONS Standard Form L-5 (Purchase of Services-Long Form) Revised 2003 1. Compliancewith Law. Contractor shall be subject to and comply with all applicable federal,state and local laws and regulations with respect to its performance under this Contract,including but not limited to,licensing,employment and purchasing practices;and wages,hours and conditions of employment,including nondiscrimination. 2. 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 beep and mare 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. 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 1$51(v)(1)of the Social Security Act, and any regulations promulgated thereunder, Contractor shall, upon written request and until the expiration of four years after the furnishing of services pursuant to this Contract,make available to the County,the Secretary of Health and Human Services,or the Comptroller General,or any of their duly authorized representatives, this Contract and books,documents,and records of Contractor necessary to certify the nature and extent of 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, the Secretary, the Comptroller General, or any of their duly authorized representatives, the subcontract and books, documents, and records of the subcontractor necessary to verify the nature and extent of all 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 Reguire encs. 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 shill apply only if the payment limit under this Contract exceeds$5,000. 5. Termination and Cancels tion. a. Written NQtice. This Contract may be terminated by either party,in its sole discretion,upon thirty-day advance written notice thereof to the other, and may be cancelled immediately by written mutual consent. L-5 (Page 1 of 5) Contra Costa County GENERAL CONDITIONS Standard Form L-5 (Purchase of Services-Long Farm) Revised 2003 b. Failure to Perform. County, upon written notice to Contractor, may immediately terminate this Contract should Contractor fail to perforin properly any of its obligations hereunder. In the event of such termination,County may proceed with the work in any reasonable manner it chooses. The cost to County of completing Contractor's performance shall be deducted from any sum due Contractor under this Contract,without prejudice to County's rights to recover damages. c. 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.Contractor and County. Informal Agreements shall be designated as such and shall not be amendments to this Contract except to the extent that they further detail or clarify that which is already required hereunder. Informal Agreements may not enlarge in any manner the scope of this Contract, including any sums of money to be paid Contractor as provided herein. Informal Agreements may be approved and signed by the head of the county department for which this Contract is made or its designee. 8. Modifications and Amendments. a. General Amendments, This Contract may be modified or amended by a written document executed by Contractor and the Contra Costa County Board of Supervisors or,after Board approval,by its designee,subject to any required state or federal approval. b. Administrative Amendments. Subject to the Payment Limit,the Payment Provisions and the Service Plan may be amended by a written administrative amendment executed by Contractor and the County Administrator (or designee),subject to any required state or federal approval,provided that such administrative amendment may not materially change the Payment Provisions or the Service Plan. 9. Disputes. Disagreements between County and Contractor concerning the meaning,requirements,or performance of this Contract shall be subject to final written determination by the head of the county department for which this Contract is made, or his designee, or in accordance with the applicable procedures (if any) required by the state or federal government. 10. Choice 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. L-5 (Page 2 of 6) Initials: Contractor Coati Dept. Contra Costa County GENERAL CONDITIONS Standard Form L-5 (Purchase of Services-Long Form) Revised 2003 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 Remulations 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 County indicating Contractor's performance or any part thereof complies with the requirements of this Contract,or acceptance of the whole or any part of said performance,or payments therefor, or any combination of these acts,shall not relieve Contractor's obligation to fulfill this Contract as prescribed;nor shall the County be thereby estopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract. 13. Subcontract and Assignment. This Contract binds the heirs,successors,assigns and representatives of Contractor. Prior written consent of the County Administrator or his designee,subject to any required state or federal approval, is required before the Contractor may enter into subcontracts for any work contemplated under this Contract,or before the Contractor may assign this Contract or monies due or to become due,by operation of law or otherwise. 14. 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 they know or have reason to know they have 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. 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. L-5 (Page 3 of 6) Initials: Contractor Cou Dept. Contra Costa County GENERAL CONDITIONS Standard Form L-5 (Purchase of Services-Long Form) Revised 2003 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,ethnic background,disability,or sexual orientation, and that none shall be used, in whole or in parr, for religious worship or instruction. 18. Indemnification. Contractor shall defend,indemnify,save,and hold harmless County and its officers and employees from any and all claims,costs and liability for any damages,sickness,death,or injury to person(s)or property,including without limitation all consequential damages,from any cause whatsoever arising directly or indirectly from or connected with the operations or services of Contractor or its agents, servants, employees or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of County or its officers or employees. Contractor will reimburse County for any expenditures, including reasonable attorneys' fees, County may mare by reason of the matters that are the subject of this indemnification, and,if requested by County,will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of Contractor. 19. Insurance. During the entire term of this Contract and any extension or modification thereof,Contractor shall keep in effect insurance policies meeting the following insurance requirements unless otherwise expressed in the Special Conditions. a. Liability Insurance. For all contracts where the total payment limit of the contract is $500,000 or less, Contractor shall provide comprehensive liability insurance, including coverage for owned and non-owned automobiles,with a minimum combined single limit coverage of$500,000 for all damages,including consequential damages,dine to bodily injury,sickness or disease,or death to any person or damage to or destruction of property, including the loss of use thereof,arising from each occurrence. Such insurance shall be endorsed to include County and its officers and employees as additional insureds as to all services performed by Contractor under this agreement. Said policies shall constitute primary insurance as to County,the state and federal governments,and their officers, agents,and employees,so that other insurance policies held by them or their self-insurance program(s)shall not be required to contribute to any loss covered under Contractor's insurance policy or policies. For all contracts where the total payment limit is above $500,000,the aforementioned insurance coverage to be provided by Contractor shall have a minimum combined single limit coverage of$1,000,000,and Contractor shall be required to provide County with a copy of the endorsement making the County an additional insured on all general liability, worker's compensation, and, if applicable, all professional liability insurance policies as required herein no later than the effective date of this Contracts b. Workers' Compensation. Contractor shall provide workers' compensation insurance coverage for its employees. c. Certificate of Insurance. The Contractor shall provide the County with (a) 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 ofthis Contract,then Contractor shall provide(a)current certificate(s) of insurance. d. Additional Insurance Provisions. The insurance policies provided by Contractor shall include a provision for thirty(30) days written notice to County before cancellation or material change of the above specified coverage. 1,5 (Page 4 of 6) Initials: A Contractor Co&4 Dept. Contra Costa County GENERAL C©NDMONS Standard Form L-5 (Purchase of Services-Long Farm) Revised 2003 20, Notices. All inotices provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail,postage prepaid. Notices,to County shall be addressed to the head of the county department for which this Contract is made. Notices to Contractor shall be addressed to the Contractor's address designated herein. The effective date of notice shall be the date of deposit in the mails or of other delivery, except that the effective date of notice to County shall be the date of receipt by the Dead of the county department for which this Contract is made. 21. Prim cv of General Conditions. Except for Special Conditions which expressly supersede General Conditions,the Special Conditions(if any)and Service flan do not limit any terra 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 purchasing all or any such services from Contractor. 23. Possessory Interest. If this Contract results in Contractor having possession of,claire 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 maybe 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-Warty 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 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,County reserves the right to copyright,and Contractor agrees not to copyright,such material. If the material is copyrighted,County reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,and use such materials, in whole or in part, and to authorize others to do so. 26. Endorsements. Contractor shall not in its capacity as a contractor with Contra Costa County publicly endorse or oppose the use of any particular brand name or commercial product without the prior approval of the Board of Supervisors. In its County contractor capacity, Contractor shall not publicly attribute qualities or lack of qualities to a particular brand name or commercial product in the absence 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. L-5 (Page 5 of 6) Initials: Contractor Co Dept. Contra Costa County GENERAL CONI)MONS Standard Farm L-5 (Purchase of Services-Lang Form) Revised 2003 Notwithstanding the foregoing, Contractor may express its views on products to other contractors, the Beard of Supervisors, County officers, or others who may be authorized by the Board of Supervisors or by law to receive such views. 27. R.ecluired Audit. (A)If Contractor is funded by$500,000 or more in federal grant funds in any fiscal year ending,after December 31,2003 from any source, Contractor shall provide to County at Contractor's expense an audit conforming to the requirements set forth in the most current version of Office of Management and.Budget Circular A- 133. (B)If Contractor is funded by less than$500,000 in federal grant funds in any fiscal year ending after December 31, 2003 from any source,but such grant imposes specific audit requirements;Contractor shall provide to County an audit conforming to those requirements. (C)If Contractor is funded by less than $500,000 in federal grant funds in any fiscal year ending after December 31, 2003 from any source,Contractor is exempt from federal audit requirements for that year,however, Contractor's records must be available for and an audit may be required by,appropriate officials of the federal awarding agency,the General Accounting Office(GAO),the pass-through entity and/or the County. If any such audit is required, Contractor shall provide County with such audit. With respect to the audits specified in (A),(B)and(C)above,Contractor is solely responsible for arranging for the conduct of the audit, and for its cost. 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. 28, Authorization. Contractor, or the representative(s) signing this Contract on behalf of Contractor,represents and warrants that it has full power and authority to enter into this Contract and perform the obligations herein. L-5 (Page 6 of 6) Initials: Contractor Co Dept.