HomeMy WebLinkAboutMINUTES - 05062008 - C.73 SEL
TO: BOARD OF SUPERVISORS �``�- c-�'°�' Contra
FROM: John Cullen, County Administrator Costa
DATE: May 6, 2008
SrA_�eu�K Count
SUBJECT: Approval of Contract with Randall Funding & Development, Inc.
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION:
APPROVE and AUTHORIZE the County Administrator, or his designee to execute on behalf of the
County, a contract with Randall Funding & Development, Inc. in an amount not to exceed $65,000, to
provide fund development services for the Zero Tolerance for Domestic Violence initiative, for the period
from May 15, 2008 through May 14, 2009.
FISCAL IMPACT:
This contract is included in the Department's budget for Fiscal Year 2007-2008 and 2008-2009 and is
funded by Vital Record fees. (100% Vital Record Fees)
CHILDREN'S IMPACT STATEMENT:
BACKGROUND:
The Zero Tolerance for Domestic Violence initiative is an investment in system change designed to
increase safety for victims and their children, increase access to services for abusers and those
experiencing abuse and increase organizational capacity to successfully intervene in domestic/family
violence and elder abuse cases. As a neutral convener, Zero Tolerance facilitates coordination,
resource development, incubates improved service delivery systems, policy development, and research
and evaluation. This contract will strengthen the initiative's ability to identify and pursue public and
private grants and other revenue opportunities.
CONTINUED ON ATTACHMENT: ❑YESNO SIGNATURE:
---------------------------------------- -------------- - --------- ---------------------------------------------------------------------------------------------------
�COMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
�PPROVE OTHER
SIGNATURE(S): r
------------------------- -- --------- ---- ------ - - --- ----------------------------------------------------------------------------------------
ACTION OF BOA D N �� APPROVE AS RECOMMENDED OTHER
VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE
AND CORRECT COPY OF AN ACTION TAKEN
UNANIMOUS(ABSENT ) AND ENTERED ON THE MINUTES OF THE
BOARD OF SUPERVISORS ON THE DATE
AYES: NOES: SHOWN.
ABSENT: ABSTAIN:
• ATTESTED: ��� �• �G
CONTACT: JOHN CULLEN,CLERK OF THE BOARD
OF SUPERVISORS AND COUNTY
ADMINISTRATOR
CC:
/4aO r.
BY DEPUTY
Contra Costa County STANDARD CONTRACT Number T73
Standard Form L-1. (Purchase of Services-Long Form) Fund/Orgt 0.586
�Revisecl 2002 Account T 2310
Other
I. Contract Identification.
Department: Office of the County Administrator
Subject: Fund Development
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: Randall Funding&Development, Inc.
Capacity: Corporation
Address: 6400 Hollis Street, Suite 2 Emeryville, CA 94608
3. Term. The effective date of this Contract is May 1.5, 2008. It terminates on May 14, 2009 unless sooner
terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not exceed
$.65 000.00.
5. County's ObliLations. 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 Oblieations. 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. Proiect. This Contract implements in whole or in part the following described Project, the application and
approval documents of which are incorporated herein by reference:
Not Applicable
L-1 (Page 1 of 2)
Contra Costa County STANDARD CONTRACT Number
Standard Form°L-1 (Purchase of Services-Long Form)
`Revise.' 2002
9. Legal Authority. This Contract is entered into under and subject to the following legal authorities:
Cal Gov Code §§31000
10. Si natures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA
BOARD OF SUPERVISORS .ATTEST: Clerk of the Board of Supervisors
ByBy /.
Chairman/Designee Deputy (/
CONTRACTOR
Name of business entity Name of business entity
By
(Signature of individual or officer) By
( '
g11UtULV_ of individual or officei)
(Print name and title A, if applicable) (Print name and title B, if applicable)
Note to Contractor: For Corporations(profit or nonprofit), the contract mist 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). All signatures must be acknowledged as set forth on Form L-2.
L-1 (Page 2 of 2)
Contra Costa County APPROVALS/ACKNOWLEDGMENT Number
Standard,Fornh•Lr2 (Purchase of Services -Long Form
Revised 2002
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
COUNTY COUNSEL:
By: By:
Designee % epu
APPROVED: COUNTY ADMINISTRATOR
By: .
Designee
ACKNOWLEDGMENT
STAT E OF CALIFORNIA )
ss.
COUNTY OF CONTRA COSTA )
Ori , before me,
insert name and tide of die. officer), personally appeared
personally known to me (or proved to me on die basis
of satisfactory evidence) to be the person(s) whose name(s) is/a.re subscribed to die within instrument and
acknowledged to me that he/she/they executed die same in bis/lies/their audiorized capacity(ies), and (lint by
his/her/tIfLir' 44i-e(s):i'ciri•the-irislruinent the person(s), or die entity upon behalf of wlhich the person(s) acted,
executed the instrument.
WITNESS MY HAND AND OFFICIAL SEAL.
(Seal)
Signature
ACKNOWLEDGMENT(by Corponuon,Partnership,or Individual)
(Civil Code§1189)
1,2 ( Page 1 ol" 1)
Contra Costa County PAYMENT PROVISIONS Number
Srauida rd,Fornr P-1 (Fee Basis Contracts-Long and Short Form)
ReviscA 2002
1. Payment Amounts. Subject to die Payment Limit of this Contract and subject to the following Payment.
Provisions, County will pay Contractor the following fee as full(:onlpensation for all sen ices,work,expenses
or costs provided or incurred by Contractor:
IClleck one alternative only.]
❑ a. monthly, or
❑ b. S per unit, as delincd in:rhe Service Plan, or
❑ c. .$ alter completion of all oblibati(nls and conditions herein.
® d. Other: as (ieline(1 under Payment.Provisions in the Ser6cc Plan.
2. Pay, Lent Demands.Contractor shall submit�writt:en(lelnan(Is for pa}Ment.on Cou11t.} Demand Donn D-15 in
dle manlier and 101'111 prescribed by County. Contractor sl Tall submit.said demands for pay Inent.Ito later than
30 days frons the end of diee month ill Nvhicll the Contract services upon which such demand IS based were
actually rendered. Upon apin-oval of payment.(lcrnarl(]s by tic head of d ice County IDepartlnent for which this
Contract: is made, or Ills designee, County, will make payments as specific(] in Parag-Tapli 1. (Payment:
l-not.1ntS) above.
3. Penalty for Late Submission. If County is unableto obtain reimbursement front the State of California as a
rest.ilt ofContractor's failure to submit.to County a timely demand for payment as specified in Pai-atj,-apll 2.
(Payment Demands) above,County shall not.pay Contractor for such services to die extent County's recovery
of finding is prejudiced by the delay even dlough such scl-viccs 1werc fully provided.
4. motto Withhold. County has the right to�willlhold paynleni to Contractor xwhen,in thc.opinion of,County
expressed in writing to Contractor, (a) Contractor's perforinance, IIs whole or in part, elther has not been
carried out. or is insufliciently d.ocuTile 11ted, (l.)) Contractor leas neglected, puled or reliised to frlrnisll
information or to cooperate. 1witli ally inspection, rcvlew or audit. of its program, work. or records, or (C)
Contractor leas failed to sulliciently ltcinize or doct1111enL its dernand(S) for payment.
5. Audit Exceptions. Contractor agi-ces to accept responsibility for receiving,replying to,and/or conlplyirlgmidi
any atidit exceptions by appropriatee comity, state or federal audit agencies resulting frond its perfOrma nce of
this Contract. Within 30 days ofdemand,Contractor sha111 pay County thctoll anlountof County's obligation,
if any, to the state and/orfederal government reStllting from any audit: exceptions, to the extent: such are
attributable to Contractor's 1411tire to perform properly ally of its oblig-,16011S Under this Contract.
I1116als:
Contractor County Dept.
Form P71 (Page 1 of 1.)
,Contra,Costa County SERVICE PLAN OUTLINE Number
Standard Form L-3 (Purchase of Services-Long Form)
Revised 2002
SERVICE PLAN
Services:
A. General Description
Contractor shall provide grant writing and funding services as described herein on behalf of the County. Contractor
shall provide any and all services required to effectively achieve the objective of this Agreement. Any work
conducted outside the scope of this Agreement is subject to additional fees and no such additional work shall be
undertaken except pursuant to an amendment to this Agreement signed by both parties.
B. Research
Contractor shall research and identify potential funding sources for County.Contractor shall advise the County of
potential funding sources via the GrantsMatch Online Grant Search and Management Tool,and weekly"Grants
Alerts"as defined in Section D. Contractor shall make this tool available to any and all county employees and
affiliates,as requested and authorized by designated County staff.
C. Initial Needs Assessment
1. Within thirty(30)working days after execution of this Agreement,Contractor shall facilitate and conduct an
initial onsite assessment meeting to review and assess grant funding priority areas for the County. The initial
assessment meeting shall take place at the time and place as determined and mutually agreed upon by both
parties.
D. Funding Advisor/Consultation
Contractor shall provide advice and consultation on funding strategies and opportunities on an as needed basis.
E. Grants-Alerts
1. Contractor shall conduct continued research during the term of this Agreement and compile reports of grant
funding sources as they become available or are announced.
2. Contractor shall provide this information weekly to County through the GrantsMatch Online Grant Search
and Management Tool and all services and functions contained within, including,but not limited to the
Weekly Grants Alerts.
3. County shall review the Weekly Grants Alerts and contact Contractor if any sources listed address any of
the priority areas.
F. Information Provision
1. . As soon as possible,and in all cases prior to County 's authorization to prepare an application for funding,
Contractor shall notify County of the amount of matching funds, if any, which may be required from the
County in order to qualify for an award of funding,or which may be required to complete tasks identified in
the objectives of a specific application.
2. The parties shall discuss the potential funding sources and identify sources of particular interest to the
Initials:
Contractor County Dept.
L-3 (Page 1. of 5)
County.
3. Upon written request,Contractor shall provide a copy of the Request for Proposal("RFP'')for each funding
source specified by County, such copy to be provided within five(5)working days of request and subject
to the availability of the RFP.
G. Grant Writing.
1. Contractor shall be responsible to write grant applications and letters of interest identified by,and in
cooperation with the County.
2. Contractor shall be responsible for drafting and completing all required components of the solicitations,
RFPs, letters of interest and applications, including,but not limited to summary data sheets,abstracts,
narratives, status of the current projects, service area maps,budgets,budget narratives,memorandums of
understanding and letters of support. Contractor shall maintain and adhere to a production time line,and
provide consistent and continuous communication to the County as needed.
3. Contractor shall be responsible to prepare and submit claims for entitlement/reimbursement programs
identified by,and in cooperation with the County.
4. Contractor shall review all potential funding opportunities with the County and shall receive written
approval to submit applications from the County prior to any solicitation efforts by Contractor.
5. As Contractor requests requisite supporting information from the County,the County shall use its best
efforts to provide requested materials within seven(7)working days,or within such other time mutually
agreed upon by both parties.
Criteria for receipt of services: Services shall be available.upon request subject to the following criteria:
A. Conditions of Requests For Proposals
1. County understands that the RFPs contain all conditions,regulations,and requirements associated with the
grant for use of any funds awarded by the funding source. County accepts responsibility for understanding
the terms and conditions and for complying with said terms and conditions.
B. Authorization of Proposals Identified
I. Following County's review,and before Contractor prepares any application,County shall authorize
Contractor in writing via a-mail to prepare and submit such application. County shall have the right to
review and approve any application that Contractor prepares.
2. Both parties agree,that if in Contractor's professional opinion County does not meet basic program
eligibility requirements or does not have in place required program prerequisites for a specific application,
Contractor retains the richt to decline to pursue that application. In that event,County may pursue the
application using its own resources or a consultant of its choosing.
C. Program Design for Authorized Proposals
1. For any application County authorizes Contractor to prepare, Contractor shall collaborate with the County
to develop a program.design for the parameters of such grant application.
a.. Contractor shall provide the County with a written list of all information reasonably necessary to
submit the application.
Initials:
Contractor County Dept.
L-3 (Page 2 of 5)
b. County shall use its best efforts to provide Contractor requested materials within seven(7)working
days of the program design meeting,or by a time mutually agreed upon by both parties.
(i) Any time other than seven(7)working days mutually agreed upon shall be determined
during this meeting, initialed by a County representative at the program design meeting,
and returned to Contractor.
(ii) "Provision of information"or"provision of requested materials'shall include,but are not
limited to,the reasonable provision of complete and accurate disclosure of financial,
programmatic or other information Contractor requests to complete authorized
applications.
C. Where both parties agree,Contractor may pursue applications with short deadlines by using
teleconferencing to develop program design.
(i) Upon faxed and initialed approval by County,Contractor shall request that all requisite
supporting information be provided either orally or in writing.
(ii) County shall provide Contractor all such requisite supporting information within seven(7)
working days from the date of the request or within such other time mutually agreed upon
by both parties.
Location and description of service facility: All work shall be done off-site with communication via phone and e-mail
unless otherwise agreed upon. Contractor shall meet with county representatives on-site in special circumstances as expressly
requested by contractor. In extraordinary cases,County may provide temporary workspace for Contractor's personnel for
work gathering pertinent data for authorized applications at the request of Contractor.
Performance standards and goals:
1. Contractor Obligations
A. Tools and Instruments
Contractor shall supply all necessary tools and equipment associated with performing its services under this
Agreement. These include,but are not limited to,word processing and spreadsheet software; computer,printer,
paper, supplies;telephone, fax machine,typewriter,modem, floppy disks,research materials,and any other
instruments required. County shall provide all information pertinent to the Contractor's performance both hard copy
and computerized format using appropriate P/C software formats(including Word for Windows,Microsoft Access,
Excel,or other mutually agreed upon formats).
B. Reporting of Activities
Contractor shall provide County monthly written reports documenting all efforts undertaken that month, including
but not limited to grants targeted,actual grants and other funding sources solicited,and grants received.
C.. Materials
1. All reports,drawings,designs,graphics and other incidental work or materials Contractor furnishes
hereunder shall become property of County,and may be used by County without any additional cost to
County.
2. If,as part of this Agreement,Contractor is required to produce data such as, but not limited to,drawings,
plans,diagrams, specifications, calculations,models,flow diagrams, visual aids,and other related materials,
Contractor shall deliver the originals of all such materials to County.
3. Contractor shall return all copies of materials borrowed or reproduced hereunder. Contractor agrees that all
materials,data or information obtained from County.in performing this Agreement shall at all times remain
Initials:
Contractor County Dept..
L-3 (Page 3 of 5)
County's property.
4. County agrees that all materials,data and information produced or used in the execution of services
associated with this Agreement,which are deemed a matter of public record,►nay be reproduced or used
outside this Agreement, for any reason, with prior written consent of County.
2. Obligations of County
A. Cooperation of County Staff,Agents,Employees and Sub-Contractors
1. County shall comply with all reasonable requests of Contractor and to provide access to pertinent
documents necessary for Contractor to provide services under this Agreement.
2. Such pertinent documents-include but are not limited to budget information,previously written proposals,
background,research and other source documents,demographic data,and review of proposal drafts.
3. County understands the services offered and described in this Agreement are time-sensitive,and County
shall comply with all Contractor's informational requests by ensuring Contractor receives all reasonable
requests for information within the time period,as specified in this Agreement.
County shall notify Contractor within three(3)working days from receipt of notification of grant award,grant
rejection,or a request for more information that is received by County from the funding agency. Whenever
possible,County shall provide Contractor with copies of any letters, faxes or other notification of any grant award or
rejection received from the funding agency.
Pavment Provisions: County shall pay Contractor for professional services performed in the amounts shown below. In no
event shall the total amount of compensation paid to the Contractor exceed the payment limit specified in page one of this
Agreement. Contractor shall submit to County a properly documented invoice for payment. The invoice shall itemize the
type of services performed,the project and department or agency for which the services were performed,the date the services
were performed, who performed the services,and the amount of time spent on such services.
1. Monthly Fee: Contractor shall receive$1,500 per month for access to on-line grant search and
management tool,grant research and funding consultation or advice.
2. Per Grant Fee: Contractor shall receive$1,000 payable upon completion of authorized grant proposals.
3. Bonus: After winning a total of$200,000 in grants,the Contractor shall receive a bonus of
$2,500. For every subsequent grant written by Contractor and awarded,totaling$200,000(cumulatively),
Contractor shall receive a bonus of$2.500.
4. Renewal Grants: The Contractor understands that all renewal grants shall have a flat bonus of$1250 per
continuation award: Both Contractor and County must agree that a grant is to be classified as a renewal grant.
This category of award does not apply towards the grant award total and bonus structure set out in#3.
Designated Contacts: For purposes of this agreement the following designated staff shall serve as contacts. Notice of any
change in designated staff shall be provided 30 days in advance of any change.
Contractor:
John M. Izzo
Vice President for Client Services& Strategy
Randall-Funding& Development,Inc
6400 Hollis Street, Suite 2
Emeryville,CA 94608
Tel: 510.985-8419
E:johnia,randalldevelopment.com
County:
Devorah Levine
Principal Management Analyst
Zero Tolerance for Domestic Violence Initiative
Initials:
Contractor County Dept.
L-3 (Page 4 of 5)
Office of the County Administrator
651 Pine Street 11`h Floor
Martinez.CA 94553
Tel: 925.335-1017
E: dlevi.).cao.cccounjy.us
Initials:
Contractor County Dept.
L-3 (Page 5 of 5)
Crulta Costa County GF.NF_RAL CONDMONS
St;'uidard form L,5 (Purchase of Services-Long Form)
Revised 2003
1. Compliance with Law. Contactor shall be subject to and comply with all applicable ledera.l,state and local laws and
regulatims with respect.to its perfOrIllimcc wider this Contract., ilicludllig but not limited to, liccnsilig, employment and
purchasuig practices; alld wages, hours and conditions of'cniploymeit, including llondiscrinlilialiou.
2. Inspection. Contractor's perlormallce, place of business and records pertalimig to this Contract are subject to
monitoring,inspection,review and audit by authorized representatives of the County,the State ofCalilornia,and the t fluted
Stales Government.
3. Records. Collti-actor shall keep and n.lake available for ilispectioil and copying by authorized represciltafivcs of'tile
County,.the State of'Califoriia, uld the Uliited States Govenincnt, the Cmitractor's regular busllless records and such
additional records pertaluing to this Contract as may be required by the Comity. .
a. Retention of Records. Contractor shrill retain all docuiriclits pertaining to dies Co ut-act for five years Irom the
dale ol'subnlissioll of,Contractor's final payrnclltdemand or final Cost lleport;for all)'further period drat is required
by law;alld until all lcdcral/stat.e audits are complete and exceptions resolved for ibis contract's liuldilig period. Upon
request, Contractor shall make these records available to authorized represcitatives of' the Count.)', the State 01'
Callf'Or ia, and the i iiltcd States Goxeriilicia.
b. Access to Books and Records of Contractor, Subcontractor. Pumlilllt to SCCtion 18610-)(1) ole the Social
Security Act, and any repilalions promulgated thCreundcr, Contractor shall, upon wrilterl request alld tultil file
expiration ol'lour years after the 111misllillg of services pursuant to this Contract, make available to the County, elle
Secretary of,I lealdi aid Human Services,or the Comptroller General,or ally ol'dieir duly authorized represcu.tatives, .
this Contract alid books,documents, and records of'Contractor necessary to certify the nature a.nd extent of all costs
Mid chal'ges herelllldcr.
Further, if Contactor carries out a.ny ol,the duties of this Contract through it subcontact with it value or cost of
$10,000 or more over a twelve-nicmidi period, such submitract.shall colltalll it clause to file Cllect that UpOil Writtell
request and until the expiration of Lour years after the flimishing of services pursuant to such subcontract, the
subcontractor shall make available to die Coutlt.y, the Secretary, the Comptroller General, or al►v of' their duly
authorized representatives,die subcoutact uul books,doctnllents,alld records ol'dle subcontractor necessaryto verify
the nature and extent of all c..Osts alld Charges thereunder.
This spccia.l conclitiolr is in addition to any and all other terms regardilig flite rliamtenancc or retelltioli ol'records ulidcr
tills Contact.alld is bllldllig oil the heirs, successors, assigns and represelitatives of,Contactor.
4. Reporting Requirements. Pursuant.to Goverinient Code Section 7550,Contactor shall includc in all doCUMMls Or
written reports completed alul submitted to County ill accordimcc with this Contract,a separate section listilig the iiumbers
and dollar amoinits of all contracts uul sulXontacts relalilig to the preparation ofeach such dOCUlilent.Or«Britten report.
This section shall apply only if the payment limit wider this Contact exceeds $5,000.
5. Termination and Cancellation.
a. Written Notice. This Colitracl.may be ternlrliated by tidier party,in its sole discretion,upon thirty-day advance
writtei notice dlereol'to the other, anal may be cilixelled immediately by wiitterl mutual Coiseit:. .
1,5 (Pge 1 of (i)
Goutra Costa County GF.NFAA_i.CONDITIONS
Squlclard Forrn•I.5 (Purchase of Services-Long Form)
Revised 2003
b. Failure to Perform. County,upon writ(.en notice to Contractor,play 1I11IlleChatel\'ternllllate illls Contract should
Contractor fail to perfol-n1 properly any of its obligations llereuncler. In the event of'such ternullation, County play
procced with elle Nvorlc in ally reasonable manner it chooses. The cost to COUIII}' of colllpletlllg C()lltractor's
pcl'lC)rlllanc'e shall be deducted 1roin any suns due Contractor wider illus Coutract,Nviillout prejudice to County's rights
to recover damages.
c. Cessation of Fundinr". Notwithstandung Paragraph 5.a.above,i.n tyle event that federal,state,or other poll-County
lillldMg for this Contract ceases, dus Contract is terminated without notice.
F. Entire gement Tills Contract contains all the terms alid cowlitiolls agreed upon by the parties. Except as
expressly provided herein,no other understaudung,oral c.>r otherwise,regarding tllee subject matter of this Contract shall be
deemed to exist or to bind ally of the parties lleret.o.
7. Further Specifications for Operating Procedures. Detailed specifications of operating procecarn-es and budgets
required by thus Contract,lllcludlllg but Ilot llllllt.C'(.]to,monitoring,evaluating,auditing,bulling,or regulator}-changes,nlay be
developed and set ford] in a written h11o1-111al Agreement between Contractor and County. hllornlal Agreements shall be
designated as such and shall not be anlendrlu.nts to illus Contract except to Ilse extent that illcy lilrther dclail or claruly drat
which is already required hereuuc]er. Informal Agreements may not ellla.rge in any nlallner the scope of illus Contract:,
including any suras of money to be paid Contractor as provided herein. Informal Agreenlculs may be approves]and signed
by the head ol'the county department for winc11 this Ccalltracl is made or its designee.
8. Modifications and Amendments.
a. General Amendments. This Contract. may be modified or arrlerlded iry a written document executed by
Contractor all(]die Contra Costa County Board ol'Supervisors or,after Board approval,by its desugllcc,subject to ally
rcduurc.cl state or federal approval.
b. Administrative Amendments. Subject to the Payment Lunlut„the haylllcllt Provislous alld the SCIVICC Mall may be
anlellsled by a written adlrlinistrafivc amcncinlent executed by Contractor all(]die Cor.ulty Administrator(or desilnlec),
subject to ally ret{aired stage or ledcra.l approval, provided that such admiliistrative a.nlcndrneuC may not materua.11y
change Che Payment I'r()vusuons or the Service Plan.
9. Disputes. Disagreements bct:ween C.•olnity and Contractor concerning the meaning,requircrllents,or performance of'
this Contract shall be subject to final written detclrnlinalloll by the head ol'the county departincl lt.for which this Contract is
made,or his designee,or in accordance with[lie applicable procedures (ul'any)required by the state or federal govcruulent.
1.0. Choice of Law and Personal_Turisdiction.
a. Tills Contract is made in Contra Costa County anti shall be goverued and construes] in accordance with the laws
of die State ol'California.
b. Any action relating to dlis Contract shall be instituted alid prosecuted in die courts of Contra Costa County,State
of'Calilorllua.
L,5 i (Page 2 of' G)
Initials:
Contractor County Dept.
Contra Costa County, GENERAL CONDMONS
Staiulard Form L-5 (Purchase of Services-Long Form)
Revised 2003
11. Conformance with Federal and State Regulations and Laws. Should ledera.l or state regtllatioils or laws tollclling 11poll
the subject of dtis Contract be adopted or revised during the terns lrereof,tills Contract shall be deemed amended to assure
colllorrnauce «1'di sucli federal or state requirernents.
12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General Conditions,inspections or approvals,or
statements by.my officer, agelit or employee of County indicating Contractor's performance or any part thereof complies
With the requlrementti of this Contract,or acceptance of the whole or ally part of said perlormauice,or paymeilts therefor,or
any comblllatlon ol'these acts, shall not relieve Contractor's obligation to 11111i11 chis Contract as prescribed; nor shall die
County be dlereby estopped frons bringing any act.icm for damages or enlorcemelit arising from any lailt.lre to comply with
am-of die cerins and conditions of this Contract.
13. Subcontract and Assignment "hills Ccnitract.binds the heirs, successors, assigns and representatives of'Contractor.
Prior written consent of the County Adll imstrator or Ills (designee, subject to any required state or federal approval, is
required before the Contractor may enter into sufacontract:s fir ally work collt:emplated under this Gmitract:, or before the
Contractor may assign this Contract or m mies due or to become clue, by operation of law or odienvise.
14. Independent Contractor Status. 'Phis Contract is by and bc.t.weeil two llrdepelidellt contractors and is not intended to
and shall not be construed to create tllee relationship between (lie parties of agent, servant, employee, partnership,joint
venture or association.
15. Conflicts of Interest Contractor,its officers,paruiers,associates,agents,alid employees,shall not make,participate in
making,or in ally,way attempt.to Ilse the position afforded diem bN.chis Contract to irllfucnce ally governmental decisioll ill
wliu:li they know or leave reason to know they have a financial interest imi der California Goverimmit.Code Sections 87100,
et seq., or otllcnvise.
16. Confidentiality. Contractor agrees to comply and to require its officers,pal Iners,associales,agents alai employees to
comply widh all applicable state or federal statt.ltes or regulations respecting coifideii6ality, including but not limited to,die
identity o1'persons served udder this Contract, dlcir records, or services provided them, ,lid assures that:
a. All applications at records concerning any individual made O1'kept by Contractor or ally Inrblic off icer or agency
in conucction��idl (lie administration of or relating to services provided 1.111der this Contract\vi.11 be confidential,aiid
will not.be open to examination for any purpose not directly connected with the administration of such service.
b. No person will ptiblisll or disclose or perrrlit or cause to be published or.disclosed, any list ole persons receiving
services,except as Ilia\be required 111 dte adiililllstratlon of sticll service. Colllractor algrees t:o]illorin all employees,
agents and partners of the above provisions, and that any person knowingly and intentionally disclosing st.lch
information other than as audlorired by law may be guilty 01'a Illlsdelllcallor.
17. Nondiscriminatory Services. Coittract.or agrees drat a.11 goods mud services under this Contract shall be available to all
qualified persons regardless of age, sex, race, religlotl, c..olor, Rational origin, edible backgrotiml, disability, or sexual
orientation;and that nonee shall be. used, ill whole or in part, for religious worship or iusti-uctioll..
18. Indemnification. Contractor shall defend,indemnify,save,and hold llamiless County and its officers and employees
front ally a lid all claims, costs and liability for any damages, sickness, dcadi, or injury to person(s) or property, iucludiug
without.limitation all coilsegllclltlal daIllages,from any cause whatsoever arising(lirccily or indi.rec:cly from or connected widl
L-5 (Page 3.of (i)
dnitia.ls:
Contractor County Dept.
Cenitl-a Ctlsta Coullty GENERA_i,CONDITIONS
Standard Form 1.5 (Purchase of Services-Long Form
Revised 2003
the operations or services of Contractor or its agents, serviults, employees or subcontractors hereunder, save and except,
claims or litigation arising dlrough the sole negligence or sole «rilllul misconduct ol-County or its ollicers or employees.
Contractor xvill reimburse County for iuly expenditures,including reasonable attorneys'lees,County may make by reason of'
the platters that are the sub'.ect.of-this indenluilication, and, if-requested by County,will defend any claims or litigation to
which this indeniilification provision applies at the sole cost and expense of-Contractor.
19. Insurance. During the entire term ol•tlis Contract and any extension or modification tllercol,Contractor shall keep ill
effect insurance policies 1licetlllg die following insurance requirement:s unless Otllen%ise expressed in the Special C onditiolls:
a. Liability Insurance. For all contracts where the total payment limit of the contract is$.500,000 or less,Contractor
shall pro,;-ide coniprebensive liability insurance, irlclucling ccn-erage for Owned and roil-owned aut.onmbilcs, wit) it
minillium combined single linut coverage.ol-.x+500,000 for all damages,inclui]ing C.01ISegLic11tial(Iamages,due.tO bodily
in.jul)-, Slckl)ess Or disease, or(lead) to ally person or damage to OI'destruclion ol-property, including the loss 01•LISC
diel-coli arising froill each occurrence. Such lllsllrallce. shall be endorsed to include Count), and its of kers and
employees as additional insureds as to all services perlormed by Contractor under this agreCrylent. Said policies shall
constitute primary insurance as to County,die state and federal governments,iu)d their ollicei agents,and employees,
so that other insurancee policies held by thein or their self 111SUrarlce progl-anl(s) shall not be required to con(ribute to
any loss covered under Contractor's insurance policy or policies. For all contracts where die total payment ]llllit is
above $500,000, elle aforementioned illslu-auce coverage to be provided by C.01111-ilctOr Shall have a minimum
coIllbined single limit coverage Of `D 1,000,000,and Contractor shall be required to provide County with it copy ofthe
endorserllcrlt making elle Coullty all. addlt1011al IIlSL1I-e CI Oil all general liability, worker's compensation, and, 11
applicable,all professional liability,irlsurailce policies as required l lcl-cin no later dean the ellective date.ol'this Contract.
b. Workers'Compensation. Contractor shall provide workers'cornpensation lllsllrallce coverage for its employees.
C. Certificate of Insurance. 'ne Contractor shall provide.the County with (a)certiticatc(s)of insurance evidencing
liability and worker's compensation insurance,as require(] herein I►o later than the ellective dale of this Contract. If tic
Contractor should renew die insurance policy(ies)or acquire either a new insur lice policy(les)Or amcnd die coverage.
al]orded throng)) all end(m,selllcllt to die policy at ally time during the terni Of this Contract, then Contractor shall
provide (a) current certilicate(s) of insurance.
<.1. Additional Insurance Provisions. The iilsurauce policies p-o.)vic.lcd b} Cout.ractor shall include a provision for
thirty (30) (lays l�Iittcll notice to County before. canecllation or material change of the above speciiiec.l coverage.
20. Notices. All Notices provided for by this Contract shall be in writing and may be delivered by deposit.ill the United
States mail, postage prepaid. Notices to County shall be addressed to (he bead of file county department for which this
Contract Is ill.ade. Notices to Contractor shall be addressed to the Contractor's address designated herein. The effective
date Ofllotice shall be the date of-deposit in the mails or ofother delivery,except(flat the ellective elate of-notice:to County
shall be die date. of receipt by the bead of-die count}-department 16r which this Contract is made.
21. Primacy of General Conditions. Except for Special Conditions wliicll expressly supersede General Conditions, tie
Special Conditions (If'any) ail(] Service Plan do not limit any term of tllc General Conditions.
.Ir,5 (Page 4 of` F)
Initials:
Contractor County Dept.
Contra C<)sta County GENOUL CONDITIONS
Standard Form. I. 5) (Purchase of Services-Long Forte
Reviscd 2003
22. Nonrenewal. Contractor understands and agrees that there is no relwesclltation,implication,or understan(.1i11g that tile
scl�'iccs provide(1 by Contractor unclear this C;oniract will be lnu chased by County under a new contract Iolk.mring expiration
or terilllllation of dlls Contract, and waives all rights or cla.irns to notice or hearing respcctitlg any failure to continue
purcliasing.all or all)-slic•ll.sei-vices frons COIILI-aCt.Ol.
23. Possessory Interest If this Contract.results ill Contractor haviitg p()Ssessioll of,clallii or right t()tllc posscssloll of lall(l
or improvements,but docs not gest.ownersbip of the laud or irnprovenletlts in the same person,or if this Contract result:~in
the placement of'taxable Improvenlci Ls oil tax exempt land (Revenue ct Taxation Code Section 107), sticll interest or,
improvenlelits nam represent a possessory interest subject to property tax,and Contractor Illay be subject.to the payment of
property taxes levied on such interest.. Contractor agrees that. this provision complies \\ztlt file notice: re(fuirelnents of
Revemic.&Taxation Code Section 107.6,and waives all rights to further notice or to da naes un(Icr that or any comparable
statute.
2.1. No Third-Party Beneficiaries. Notwilhstandiiig Inutllal r(--,co,g111tion tliat Sel-\'Ices udder Illis Contract may provide some
ai(1 or assistance to members of,tile: Counh.'s populatioll, it is not (lie iufentiotl of either County or Contractor that such
individuals occupy- die pc.)sition of intendccf d�ird-Marty beueiiciarics,of the obligations asstnTI(I(l by cithcr party tO this
C'otltract.
2:5. Co Its and Hightq in Data. Contractor shall riot publish or transfer any materials produced or resulting 6-0111
activities supported by this agreement wit.lu)cit the express Written consent of elle Comity Administrator. If any material is
subject to copyright, County reserve's the right to copyright, and Contractor agrees not to copyright, such material. If tic.
malcllal is copyrighted,County reserves it royalty-tree,Nonexclusive:,and irrevocable license to reproducc,pnblisll,and use
such materials, in\vholc or ill part, and to author1Z.0 Others to (lo so.
26. Endorsements. Contractor shall not ill its capacity as a contractor \\ith Contra Costa County publicly endorse or
oppose the use ofanx particular brall(1 na.me or coninlerclal prodtict vid-totlt fill'prior approval of the Board Ofstipervisol:s.
Ill its C,omit)'contractor capacity, Contractor slla.11 not publicly aIIrIbllte' (h.lahties or lack.0l (fUalltleS to a particular brawl
name or COullrlerClal pro(.luct in thee absence of a well-established and wi(le.ly accepted s(•icnfilic basis for such claims or
\vitllotit the prior approval ofd Ie'.Board Of Stiper isors. Initis County contractor capacity,Contractor sl tall not partici.pale or
appear in all\'CO111111c1'clally produced ad\•ertlselllellts(Ieslglled to prolllole,it p.u-ticular brand nan)c or con itrlercial product,
cve►t if ContnIc•tor is not publicly endorsing it product, as long as the Contractor's presence. ill the advertise.nlent can
reasonably be 111ter-prete(1 its all C1I(.101$elllcl(t of the prodlict by Or oil behalf of Contra Costa Comity..Notwithstanding the
fore.goigg, ( 011ira('.tOl'111<t)'eSpl'eSS Its views.011 pl'O(.IUCIS to or11c1 cOIltl'ilCtOl S,the board of Supclv isors,C(rlutly of!fivers,or
otherswllo may be authorized by tic: Board of Supervisors or by lim"to receive. such vielvs.
27. Required Audit (A) If Contractor.is flinded by x+.500,000 or more in lc(leral grant.liulds in ally liscal year ending
a.lt.cr Dccernl;-cr 31, 2003 From any source, Contractor shall provide to County at Contractor's expense aft audit
conforming Io the re(In1re111ents Set forth 111 die 111Ost C1IITCIII.version of (,)Msec of Managelllent.and Midget Circular A-
133. (B) ICContrac•tor is fiul(lec:f by less dean S 500,000 in federal.g-alit fiends ill any fiscal year cndin;after December
31, 20(13 from any source, but such grant imposes slle011C audit requirements; Contractor shall provide to County alt
au(ht (.0111'01-111111,gt<) dl<)Se 1'Cgllll'e111CI1tS. '(C) If C(:)nl.raclor is taunted b)-less than .5:500,000 ill federal grant finds ill any
liscal year ending alier December 31, 2003 li"onl a.ny sollITC, Contractor is exempt From I'Meral audit reyuirenlents for
tial,year, liovi7ever, Coittr.lctor's records nrllst be available for and an audit lila\' be rc(lnired by, al)p-opriate officials of
the federal avilarding agency, Clic (General Accounting Office (CAO),••dhe lass-through entity anal/or elle COnrlty. If ally
1,5 (1'ilgc ) of 6)
Initials:
Contractor County Dept.
(,bills Crista C;ount,_- GF.NF_RAL CONDITIONS
Standard Form (Purchase of Services-Long Forte
Revised `003
such audit.is..required, Contractor shall provide. County 11"itl1 such audit.. With respect to the audits specllled in (A), (11)
and (C) above, Contractor is solely reslxnlsible liar arraming for the conduct ol•the audit, and fOr its cost. County maN,
withhold the estimated cost of,the audit or 10 percent of•the contract amount, whichever is larger, or the final payment,
fro.ni Coianictor until County i•ecei�-es the audit from Contractor.
`8. Authorization. Contractor, or the represcll(ative(s) signing this Contract oli behalf of Contractor, rel)rcsellts and
warraias that it has Full power alid authority to enter into this Contl-act told perfiurrl the obligations herein.
Is.S (Pag-e 6 of'.G)
Initials:
Contractor County Dept.