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HomeMy WebLinkAboutMINUTES - 03212006 - C.16 1 TO: BOARD OF SUPERVISORS �>��� °F� Contra FROM: MAURICE M. SH11U, PUBLIC WORKS DIRECTOR -- Costa DATE: March 21, 2006 County SUBJECT: APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with David Gates & Associates in the amount of$250,000 for the provision of landscape architectural services for the period April 1, 2006 through March 31, 2008, countywide area. (All Districts) Project No.: Various SPECIFIC RF.QUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION RECOMMENDED ACTION: APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with David Gates & Associates in the amount of$250,000 for the provision of landscape architectural services for the period April 1, 2006 through March 31, 2008, countywide area. FISCAL IMPACT: There is no impact to the County General Fund. Services are paid by developer fees and Special Districts funds. Continued on Attachment: X SIGNATURE: _✓RECOMMENDATION OF COUNTY ADMINISTRATOR _RECOMMENDATION OF BOARD COMMITTEE ✓APPROVE OTHER r SIGNATURE(S): 4 ACTION OF B Y% D ON APPROVED AS RECOMMENDED &/ OTHER VO E OF SUPERVISORS UNANIMOUS(ABSENT ) AYES: NOES: ABSENT: ABSTAIN: I hereby certify that this is a true and correct copy of an action MI-:111s taken and entered on the minutes of the Board of Supervisors on G:\C;rpData\SpDist\Board Orders\2006-Board Orders\03-21-06 BO+ David Gates&Associates.doc the date shown. Orig.Div:Public Works(Special Districts) Contact: Margaret Fong(313-2005) n J cc: County Administrator ATTESTED: /ya'T aal, a4e-0G County Counsel E.Whan,Engineering Services JOHN CULLEN,Clerk of the Board of Supervisors and County I...Carnahan,Sp.Dist. Administrator Accounting File Folder By Deploy SUBJECT: APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with David Gates & Associates in the amount of$250,000 for the provision of landscape architectural services for the period April 1, 2006 through March 31, 2008, countywide area. (All Districts) Project No.: Various DATE: March 21, 2006 PAGE: 2 REASONS FOR RECOMMENDATIONS AND BACKGROUND: Special Districts requires a professional landscape architectural firm to provide plan review, constriction field inspections, grounds and facilities inspections, design services, and other consulting services related to landscape architecture primarily for those areas to be annexed into the countywide LL-2 landscape district or part of County Service Areas. Additionally, a firm is needed to provide playground safety inspections, maintenance inspections, design work and similar services. Services are paid by developer fees and through various Special Districts funds. CONSEQUENCES OF NEGATIVE ACTION: Without Board approval, Special Districts will not be able to provide these services with the required level of expertise needed to ensure that the landscape areas it manages are designed, constructed and maintained in accordance with the Public Works Department's Landscape Standards. Contra Costa County STANDARD CONTRACT Number Standard Form L-1 (Purchase of Services-.Long Form) Revised 2002 9. Legal Authority. This Contract is entered into under and subject to the following legal authorities: Government Code 31000 10. Signatures. These signatures attest the parties' agreement hereto: COUNTY OF CONTRA COSTA, CALIFORNIA BOARD OF SUPERVISORS ATTEST: Clerk of the i Board of Supervisors CLERK OF THE BOARD OF SUPERVISORS DOESN'T HAVE TO ISIGN PER MARGARETTE By By FONG - THIS CONTRACT IS ;' UST A COPY P%AJPJX OUR FILE. I Chairman/Design e.puty CONTRACTOR Nat11e o b s Hess en ity Name of business entity By (Sige of individual o fficer) By n. t (01glIdLUST 111ULIVIUL11t], U1 U111L.C11 Ma (Print name and title A, if applicable) (Print name and title B, if applicable) 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 Lode Section 1190 and Corporations Code Section 313). All signatures must be acknowledged as set forth on Form 1,2. L-1 (Page 2 of 2) Contra Costa County APPROVALS/ACKNOWLEDGMENT Number Standard Form L-2 (Purchase of Services - Long Form) Revised 2002 APPROVALS RECOMMENDED BY DEPARTMENT FORM APPROVED COUNTY COUNSEL Desi Deputy APPROVED: COUNTY ADMINISTRATOR By: Designee ACKNOWLEDGMENT STATE OF CALIFORNIA ) ss. COUNTY OF CONTRA COSTA ) 1�- k A/11 111�51jd NOMA 2101-'!r- On 1' : L, �() �1�UL , before ane, ov v ins rt name andf the offcdr), personally appeared O-oe personally known to me (or proved to me on the basis of satisfactory evidence) to be the erson(s) whose name(s) is/ re ubscribed to the within instrument and acknowledged to me that he/she( e - xecuted the same in his/her/t�uthorized Icapacity(ies), and that by his/her/t"rsature(s) on-the instrument the person(s), or the entity upon behalf of which the person(s) acted, execut drument: CAROL DANE STEPANOVICH / rz I } Commission 01348738 (--",Si1ggnn,aiture- ACKNOWLEDGMENT ND AND OFFICIA EAL. Z :ffi Notary Public—California i Contra Costa county— WComm•�iresApr25,2006 (Seal) (by Corporation,Partnership,or IudiOdual) (Civil Code§1189) L-2 (Page 1 of 1) Contra Costa County PAYMENT PROVISIONS Nurnber Standard Form P-1 (Fee Basis Contracts - Long and Short Form) Revised 2002 1. Pavment 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 ❑ b. $ per unit, as defined in the Service Plan, or ❑ c. $ after completion of all obligations and conditions herein. ® d. Other: As provided in paragraph 8. Hourly Rate and Personnel of the Service Plan. 2. Payment Demands.Contractor shall submit written demands for payment on County Demand 1,orni D-15 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 ofpayment 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. Penaltv for Late Submission. If County is unable to obtain reimbursement from the State of California as a result of Contractor's failure to submit to County a timely demand for payment as specified in Paragraph 2. (Payment Demands)above,County shall not pay Contractor for such services ito the extent County's recovery of funding is prejudiced by the delay even though such services were fully provided. 4. Right to Withhold. County has the right to withhold payrnent to Contractor when, in the opinion of County expressed in writing to Contractor, (a) Contractor's performance, iii whole Ior in part, either has not been carried out or is insufficiently documented, (b) Contractor has neglected, failed or refused to furnish infonnation 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 resulting from its performance of this Contract. Within 30 days of demand, Contractor shall pay County the full amount of County's obligation,if any,to the state and/or federal government resulting from any audit exceptions,to the extent such are attributable to Contractor's failure to perform properly any of:its obligations under this Contract. Initials: Cot actor Cour Dept. Fonn P71 (Page I of 1) Contra Costa County SERVICE PLAN Number Standard Form L-3 (Purchase of Services -Long Foran) Revised 2002 Countywide Landscape Architectural Services 1. Certifications a. Professional Requirements Contractor certifies its employees who will perform work under this Contract possess a valid and current California Landscape Architectural License and Playground Safety Inspector�Certificate issued by the National Recreation and Park Association, National Playground Safety Institute. b. Required Knowledge Contractor certifies its employees who will perform work under this Contract posses knowledge and experience in working with the Rain Master Evolution DX2 central controlled irrigation controller and related components such as satellite weather stations and radio relays, the County Landscape Standards and Guidelines, ADA guidelines, all applicable playground safety standards, and will have experience in providing a public agency with services.similar to the following. 2. Plan Checking a. Contractor will provide plan check services on an as-needed basis. The Contractor will review the landscape improvement plans, bond estimates, and technical specifications for conformance with the County Landscape Standards and Guidelines and all applicable codes and regulations. Landscape improvement plan checks shall be completed at the landscape designer level or below under the direction of the landscape architect with the majority of work provided at or below the landscape designer level. b. Upon completion of a landscape improvement plan check, the Contractor s I all provide to the County, written comments based on the necessary corrections to bring the plans into compliance with agreed upon standards and codes. The comments shall be provided both in hard copy, typed format, and electronically, in Microsoft Word format ready for insertion into correspondence to the applicant. County may require other commenting methods, including but not limited to redlines and completion of the County Landscape Standards and Guidelines Plan Review Checklist. c. After improvements have passed a substantial completion inspection, the Contractor shall verify and plan check the As-Built Plans. Initials: Ftracttr CouPty Dept. L-3 (Page 1 of 3) 3. Construction Field Inspection a.. Contractor will provide field inspections of landscape improvements on an as-needed basis, following guidelines and shall follow agreed upon guidelines and milestones as set for by the County. County will review the field inspection.for conforinance with the Reviewed Landscape hi provement Plans,the County Landscape Standards and Guidelines, and other accepted landscape construction practices. If substantial field changes become necessary at any time, Contractor will advise the County. Contractor will conduct field reviews under the direction of the landscape architect with the majority of work provide at the landscape designer/field inspector level. Typical field inspections include,but are not limited to: irrigation mainline pressure test,irrigation coverage test,plant material inspection,substantial completion review,final inspection, and end of warranty inspection. During such inspections, all items of the Reviewed Landscape Improvement Plans shall be inspected, which may include, but is not limited to: irrigation main line and lateral lines,spray heads,other irrigation components(i.e.central controlled irrigation controller,backflow preventers, vacuum relief valves, quick coupling valves, etc.), tree, plant, t11urf, and seed materials, water dams,root barriers, hardscape, xeroscape, play structures, site furniture, vaults, and valve boxes. b. Upon completion of each field review, Contractor will provide to the County written comments indicating any deficiencies and the necessarycorrections required to bring the landscape improvements into compliance. with the reviewed plans and specifications. Contractor will provide comrnenIts in Microsoft Word,or in any other format specified by the County. 4. Grounds and Facilities Inspection a. Contractor will conduct grounds and facilities inspections on an as-needed basis. Inspections will review for conformance by the County's various maintenance contractors to the maintenance standards set forth in the County Landscape Standards and Guidelines and within their contracts. Contractor shall conduct inspections with the majority of work provided at the landscape designer/field inspector level. Contractor will prepare a written report that will indicate any site areas or contractor practices that have been neglected,are in need of repair, renovation, or increased service, or are otherwise generally in poor condition. The report shall indicate the suspected reason for declining condition, such as contractor neglect, disease, infestation, or overuse, and recommend a corrective course of action. The County may also seek recommendations for general improvements to the park in order to best meet the needs of the local community. 5. Playground Safety Inspections a. On an as-needed basis,Contractor will provide a certified playground safety inspector to inspect various play areas for any hazards or deficiencies and for conformance with all applicable laws,codes,and regulations. A report shall be prepared.that indicates any problems,the suspected cause of the problem,and a recommended course of corrective action. If County performs repairs,Contractor will help coordinate the repairs/changes and provide a re-inspection and a follow-up report. Initials: C tractor C,oun )ept. L-3 (Page 2 of 3) 6. Landscape Standards and Guidelines Contractor will assist in the update of the County Landscape Standards and Guidelines,in the format required by the County. The Contractor will ensure consistency with other Public Works documents and County Ordinances. 7. Additional Services Contractor will provide additional landscape architectural services at the request of the County. These services may include,but are not limited to: design services, construction management, assistance in preparing Master Plans and Landscape Elements, mitigation landscape reviews, installation, and inspections, miscellaneous installations, and assistance in the implementation of a central controlled landscape irrigation system. 8. Hourly Rate and Personnel Contractor will supply the following personnel at the following hourly rates: President &Landscape Architect David Gates $175.00 Principal &Landscape Architect Linda Gates $150.00 Principal &Landscape Architect Todd Young $150.00 Senior Associate Gail Donaldson $115.00 Senior Associate Muriel Wilson $110.00 Senior Associate Chuck Gardella $110.00 Irrigation Designer Jeff Bradshaw $105.00 Associate Louie Dyken $100.00 Associate Todd Larudee $ 90.00 Associate Peter Rohan $ 75.00 Associate Eva Lee $ 75.00 Associate Melonie O'Sullivan $ 75.00 Draftspersons/Landscape Designer Dave Marcoullier $ 75.00 Draftspersons/Landscape Designer Courtney Bermann $ 65.00 Clerical Staff Annette Brown $ 65.00 Clerical Staff Jessica Romeo $ 65.00 Clerical Staff B.J. Williams $ 65.00 Hourly rates shall include all direct costs associated with performing services, which may include, but is not limited to, photocopies and reproductions, postage, courier services, facsimiles,1 telephones, cellular phones, personal safety gear, mileage, and other travel expenses. A markup percentage for construction management or outside Contractors, such as Horticulturalists and Arborists, will not be pennitted and shall be billed at cost. Initials: - J�/ ranty ctor CouDept. L-3 (Page 3 of 3) Contra Costa County GENERAL CONDITIONS Standard Form L-5 (Purchase of Services -Long Form) Revised 2003 1. _Compliance with 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 erformance lace of business and records pertaining to this Contract are subject to — p p , p p gl J 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. I 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 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 County,the Secretary of Health and Human Services,or the Comptroller General,or any of theiriduly 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 clan ie 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 Requirements. Pursuant to Govenunent 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. 5. Termination and Cancellation. a. Written Notice. 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 inunediately by written mutual consent. L-5 (Page 1 of 6) Contra Costa County GENERAL CONDITIONS Standard Form L-5 (Purchase of Services -Long Form) Revised 2003 b. Failure to Perform. County, upon written notice to Contractor, may immediately terminate this Contract should Contractor fail to perform 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 Co inty 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 Conti-act shall be deemed to exist or to bind any of the parties hereto. 7. Further Specifications for Operating Procedures. Detailed specifications of opierating 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 Coui ty. 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,orperfonnance 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: 0onjactor C u y 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 ReEulations 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 confonnance 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 lav or otherwise. 14. Independent Contractor Status. This Contract is b and between two independent contractors and is not intended n Y P 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 oto 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. Alla applications and records concerning an individual made or kept U Contractor or an public officer or PP g Y P Y I Y 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 sei vices,except as maybe 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 an intentionally disclosing such information other than as authorized by law may be guilty of a misdemeanor. L-5 (Page 3 of 6) Initials: raetor Co 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 part, 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 make 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, 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 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 Contract. 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 of this 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. L-5 (Page 4 of 6) Initials Vntractor +CoDelpt. Contra Costa County GENERAL CONDITIONS Standard Form L-5 (Purchase of Services -Long Forni) Revised 2003 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 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 head of the county department for which this Contract is made. 21. Primaev of General Conditions. Except for Special Conditions which expressly supersede General Conditions,the Special Conditions (if any)and Service Plan do not limit any tern 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 liearing 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,claim 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 iContractor 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 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 tol 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) InitialsVntractor Cou Dept. Contra Costa County GENERAL CONDITIONS Stand-ard Form L-5 (Purchase of Services- Long Form) Revised 2003 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. 27. Required 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: actor o Dept.