Form A-4 (Page 1 of 1)
Contra Costa County INTERAGENCY AGREEMENT Number 74–700 Standard Form A-4 (Agency Provides Services) Fund/Org # As Coded Revised 2014 Account # As Coded
Other #
1. Contract Identification .
Department: Health Services — Behavioral Health Services Division/Mental Health Subject: Interagency Agreement between Contra Costa County and Agency named below for Mental Health Evaluation Team (MHET) Services
2. Parties. The County of Contra Costa, California (County), for its Department named above, and the following named Agency mutually agree and promise as follows:
Agency: CITY OF SAN PABLO (Hereinafter “Agency”)
Capacity: Government Agency
Legal Address: 1000 Gateway Avenue, San Pablo, California 94806
3. Term. The effective date of this Agree ment is March 1, 2024, and it terminates on June 30, 2027 unless sooner terminated as provided herein.
4. Payment Limit . County’s total payments to Agency under this Agreement shall not exceed $ 571,552.
5. County’s Obliga tions. County shall pay Agency for its provision of the services as set forth in the attached Payment Provisions, which are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
6. Agency’s Obligations. Agency 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 Agreement is subject to the General Conditions and Special Conditions (if any) attached hereto, which are incorporated herein by reference.
8. Project. This Agreement implements in whole or in part the following described Project, the application and approval documents of which are incorporated herein by reference: Not Applicable
9. Legal Authority . This Agreement is entered into under and subject to the following legal authorities:
California Government Code §§ 26227 and 31000.
10. Signatures. These signatures attest the parties’ agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA
BOARD OF SUPERVISORS
By
Chairman/Designee
ATTEST: Clerk of the Board of Supervisors
By XXXXXXXXXXXXXXXXXXXXXXXXX
Deputy
AGENCY
By
(Signature of authorized Agency Representative)
(Print name and title A)
By
(Signature of authorized Agency Representative)
(Print name and title B)
DocuSign Envelope ID: 65DA60AD-569E-4AF3-ACE5-B4EDDD655104 Contra Costa County
Standard Form L-2
Revised 2014.2
ACKNOWLEDGMENTS/APPROVALS
(Purchase of Services - Long Form)
Number 74-700
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
ST ATE OF CALIFORNIA )
)
COUNTY OF CONTRA COSTA )
On (Date), before me, (Name and Title of the Officer),
personally
appeared_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS MY HAND AND OFFICIAL SEAL
Signature of Notary Public
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ACKNOWLEDGMENT (by Corporation, Partnership, or Individual) (Civil Code § 1189)
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED COUNTY COUNSEL
By: _
Designee Deputy C
APPROVED: COUNTY ADMINISTRATOR
By:
Designee
Form L-2 (Page 1 of 1)
DocuSign Envelope ID: 65DA60AD-569E-4AF3-ACE5-B4EDDD655104
Contra Costa County PAYMENT PROVISIONS
Standard Form P-2 (Cost Basis Contracts – Long Form)
Revised 2014 Number 74–700
Initials:___________ _____________
Contractor County Dept.
Form P-2 (Page 1 of 2)
1. Payment Basis. Subject to the Payment Limit , payments to Contractor for all services provided for County under this Contract shall only be for allowable costs that are actually incurred in the performance of Contractor’s obligations under this Contract.
2. Payment Amounts . Subject to later adjust ments in total payments as provided below and subject to the Payment Limit of this Contract, County will pay Contractor as full compensation for all services, work, expenses or costs provided or incurred by Contractor:
a. $ monthly,
b. $ per unit, as defined in the Service Plan,
c. An amount equal to Contractor’s allowable costs that are actually incurred each month, but subject to the “Budget of Estimated Program Expenditures” referenced in the Service Plan, or d. As set forth in the Service Plan, Paragraph V. (Payment Provisions).
3. Allowable Costs. Contractor’s allowable costs are only those which are determined in accordance with:
a. Such State regulations and documents as are set forth in the Service Plan regarding accounting guidelines, including standards for determining allowable or non-allowable costs. b. Department of Health and Human Services Administration of Grants Federal Regulations Title 45 Part 74 including any amendments thereto and the applicable Subpart listed hereunder; and other documents specified in the Service Plan regarding principles for determining and allocating the allowable costs of providing the services; and any standards set forth in the Service Plan for determining the allowability of selected items of costs of providing the services.
(1) Federal Management Circular A-87, including any amendments to the circular publ ished in the Federal Register by OMB is to be used for det ermining allowable costs of act ivities conducted by state and local governmental agencies.
(2) OMB Circular A -122, including any amendments to the Circular pub lished in the Federal Register by OMB is to be used for determining allowable costs of ac tivities conducted by nonprofit organizations (other than government agencies, educational institutions, and hospitals).
(3) 41 CFR Subpart 1-15.2 shall be used for profit organizations other than hospitals. (4) OMB Circular No. A -21, including any amendments t o the Circular published in the Federal Register by OMB shall be the principles to b e used for determining allowable costs by educational institutions (other than for-profit institutions). (5) Appendix E Subpart Q Section 74.173 shall be used for determin ing costs of research, development work, and other activities for determining allowable costs. c. Part IV Department of Labor, Employment and Training administration, 20 CFR Part 674, Section 674.402 and any amendments thereto; and California Department of Aging Title V Operations Handbook, 1987, Section 505.4 and any amendments thereto.
4. Payment Demands. Contractor shall submit written demands on County Demand Form D -15 in the manner and form prescribed by County. Contractor shall submit 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 DocuSign Envelope ID: 65DA60AD-569E-4AF3-ACE5-B4EDDD655104
Contra Costa County PAYMENT PROVISIONS
Standard Form P-2 (Cost Basis Contracts – Long Form)
Revised 2014 Number 74–700
Initials:___________ _____________
Contractor County Dept.
Form P-2 (Page 2 of 2)
approval of said payment demands by the head of the County Department for which this Contract is made, or his designee, County will make payments as specified in Paragraph 2 (Payment Amounts) above.
5. Penalty for Late Submission . 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 d emand for payment as specified in Paragraph 4. (Payment Demands) above, County shall not pay Contractor for such services to the extent County’s recovery of funding is prejudiced by the delay even though such services were fully provided.
6. Right to Withhold. County has the right to withhold payment to Contractor when, in the opinion of Cou nty expressed in writing to Contractor, (a) Contractor’s performance, in whole or in part, either has not been carried out or is insufficiently documented, (b) Contrac tor has neglected, failed or refused to furnish information or to cooperate with any ins pection, review or audit of its program, work or records, or (c) Contractor has failed to sufficiently itemize or document its demand(s) for payment.
7. Cost Report an d Settlement. No later than forty-five (45) days following the termination of this Contr act, Contractor shall submit to County a cost report in the form required by County, showing the allowable costs that have actually been incurred by Contractor under t his Contract. If the cost report shows that the allowable costs actually incurred by Co ntractor under this Contract exceed the payments made by County, subject nevertheless to the Payment Limit of this Contract, County will remit any such excess amount to Contractor, provided that the payments made, together with any such excess amount, may not exceed the Payment Limit. If the cost report shows that the payments made by County exceed the allowable costs actually incurred by Contractor under this Contract, Contractor shall remit any such excess amount to County.
8. Audits. The records of Contractor may be audited by the County, State, or United States government, in addition to any certified cost report or audit required by the Service Plan. Any certifi ed cost report or audit required by the Service Plan shall be submitted to County by Cont ractor within such period of time as may be expressed by applicable state or federal regulations, policies or contracts, but in no event later than 18 months from the termination date of this Contract. If such audit(s) show that the payments made by Coun ty exceed the allowable costs that have actually been incurred by Contractor under this Contract, including any adjustments made pursuant to Paragraph 7. (Cost Report a nd Settlement), then Contractor shall pay County within 30 days of demand by County any such excess amount. If such audit(s) show that the allowable costs that have actually been incurred by Contractor under this Contract exceed the payments made by Count y, including any adjustments made pursuant to Paragraph 7. (Cost Report and Settlement), then County agrees to pay Contractor any such excess amount, provided that payments made, together with any such excess payment, may not exceed the contract Payment Limit.
9. Audit Exceptions. In addition to its obligations under Paragraph 8 (Audits) above, Contractor agrees to accept responsibility for receiving, replying to, and/or complying with any audit exceptions by appropriate county, state or federal audit age ncies 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.
DocuSign Envelope ID: 65DA60AD-569E-4AF3-ACE5-B4EDDD655104
Contra Costa County SERVICE PLAN
Standard Form L-3
Revised 2021 Number 74-700
Initials:__________ ____________
Contractor County Dept.
Form L-3 (Page 1 of 5)
I. PURPOSE
A. The County of Contra Costa, California, for its Health Services Department (“County”) and the City of San Pablo (“City”), agree that there is a population of San Pablo residents who have been diagnosed with a serious and persistent mental illness and who also have a history which includes one or more of the following: multiple contacts with law enforcement; attempts or acts of physical aggression during encounters with law enforcement or others; domestic violence; firearm use or possession; and/or multiple visits to Psychiatric Emergency Services (“PES”) of the County hospital psychiatric emergency department.
B. City and County both recognize that while the County does not provide mental health services to individuals currently under the supervision of the Division of Adult Parole Operations of the California Department of Corrections and Rehabilitation, both further agree that many of the members of the community that are eligible to receive assistance do not access or effectively utilize the County’s available mental health services.
C. City and County agree that the exclusive objective of this program is to provide mental health services, and shall not be intentionally used to supplement or enhance the City’s criminal investigation activities.
D. City and County agree that forming a joint outreach program, the primary purpose of which will focus on the needs of this population by providing join t welfare checks, clinical assessments with recommendations, case management and linkage to appropriate and available community mental health services, will result in a reduction in the number of physically aggressive and/or negative interactions between the seriously mentally ill and law enforcement; a reduction in the number of repeat calls for service; a reduction in the number of avoidable visits to PES; a safer, better quality of life for the service recipient, their family members, and the community at large; and a significant cost savings should be realized by City and County agencies from a reduction in the time and resources spent to manage this population safely and effectively.
E. Therefore, City and County shall form a Mental Health Evaluation Team (“MHET”), which will be comprised by partnering a County mental health clinician with a City law enforcement officer to provide services to a specific population of City residents as described in this agreement, and this shall be called the MHET Program ( “Program”). To achieve the highest possible degree of success in the implementation and operation of the Program, the City and County must each assume and carry out the certain specific responsibilities described in this Agreement.
II. GOALS The primary goals of the program are:
A. Reducing the number of violent encounters between police officers and the mentally ill;
B. Reducing the number of violent incidents between community members and the mentally ill;
DocuSign Envelope ID: 65DA60AD-569E-4AF3-ACE5-B4EDDD655104
Contra Costa County SERVICE PLAN
Standard Form L-3
Revised 2021 Number 74-700
Initials:__________ ____________
Contractor County Dept.
Form L-3 (Page 2 of 5)
C. Reducing the number of preventable visits to Psychiatric Emergency Services;
D. Facilitating access to mental health services;
E. Promoting the effective use of mental health services; and
F. Improving the quality of community life for Contra Costa County residents.
III. DEFINITIONS
A. “5150” means the involuntary and temporary holding of an individual in an institution for psychiatric emergencies pursuant to Welfare & Institutions Code §5150.
B. “Client” means an adult Contra Costa County resident who has been diagnosed or identified as having a serious and persistent me ntal illness, and who is described by one or more of the following:
1. Has been subjected to at least one 5150 within the last 12 months;
2. Has a history of violence, including engaging in acts of physical aggression toward law enforcement or others, resistin g arrest, domestic violence, and making threats of violence toward others;
3. Possesses or has access to firearms or other deadly weapons;
4. Has made or been the subject of multiple third-party calls for law enforcement assistance; or
5. Has made multiple visits to PES.
C. “Clinician” means a Mental Health Clinical Specialist of the County’s Health Services Department.
D. “Crisis Intervention Training” means the curriculum taught to help individuals better identify when mental illness is driving disruptive behavior, and effectively deescalate and defuse the high levels of volatility, anxiety, and hostility often present in these encounters.
E. “Forensic Multi -Disciplinary Team Meetings” (FMDT) are a monthly convening of the representatives from a variety of st akeholders discussing ways to provide needed services and support to the individuals on the caseloads of the County’s Mental Health Clinical Specialist.
F. “Officer” means a City police officer assigned and designated by the City to perform certain City obligations under this Agreement, as more particularly described in this Service Plan.
IV. OBLIGATIONS OF THE PARTIES
DocuSign Envelope ID: 65DA60AD-569E-4AF3-ACE5-B4EDDD655104
Contra Costa County SERVICE PLAN
Standard Form L-3
Revised 2021 Number 74-700
Initials:__________ ____________
Contractor County Dept.
Form L-3 (Page 3 of 5)
A. The City shall perform the following:
1. Provide one unmarked police vehicle, with a secured/caged backseat, to be used for MHET operations, including the transportation of Clients.
2. Dedicate one Officer to the MHET Program. The Officer will undertake the following tasks:
a. Operate MHET Vehicle;
b. Review MHET referrals to determine eligibility;
c. Review eligible referrals with Clinician;
d. Follow all C ity and Police Department safety protocols and procedures, including performing a criminal background check prior to initial contact with Client to protect the safety and health of team members, Client and members of the public; e. Collaborate and strategize with Clinician before performing welfare checks; f. Develop safety plan with Clinician prior to Client visits. Offer transport to Clients for their mental health service appointments as appropriate; g. Educate Clients, families and the community about the MHET Officer’s role, duties, and responsibilities;
h. Attend FMDT Meetings;
i. Prepare and sign applications for 5150’s as needed; and j. Prepare all documents and reports and maintain MHET statistics as required by City.
3. Meet with County, at a minimum of once a month, and other participating local law enforcement agencies, as determined by the County, regarding the implementation and operation of the Program.
4. Collaborate with County to develop Program policies and procedures.
B. The County shall perform the following:
1. Dedicate a Clinician to the implementation and operation of the Program that will:
a. Review MHET eligible referrals with Officer;
b. Collaborate with Officer to develop plan for visits to Client or proposed Client; c. Follow Officer’s instructions and directives with regard to safety and security; d. Determine appropriate and available services for Client, provide short -term case management and arrange for a mental health intake and other appointments as necessary;
e. Educate Clients, families and other community member s about the MHET Clinician’s role, duties and responsibilities;
f. Facilitate FMDT meetings;
g. Maintain data related to Program operations and performance, and prepare all County - required reports and documentation of service provision; and h. Assist in the preparation of applications for 5150’s as needed.
DocuSign Envelope ID: 65DA60AD-569E-4AF3-ACE5-B4EDDD655104
Contra Costa County SERVICE PLAN
Standard Form L-3
Revised 2021 Number 74-700
Initials:__________ ____________
Contractor County Dept.
Form L-3 (Page 4 of 5)
2. Meet with City and other participating agencies regarding the implementation and ongoing oversight of the Program.
3. Collaborate with City to develop Program policies and procedures.
C. The City and County shall have the following joint obligations:
1. Program Operations
The MHET Program will be based in San Pablo, California. a. If the Officer is not available for the shift, MHET will be out of service. b. If the Clinician is not available for the shift, County will attempt to provide an alternate Clinician as resources allow.
c. If the MHET clinician and the alternate Clinician are unavailable, the MHET will remain in service and the Officer will respond as a MHET officer and provide client updates to Clinician at a later time.
d. If the Officer or Clinician assesses a client as meeting the criteria for a 5150, an application for 5150 will be prepared and Client will be transported by ambulance to Psychiatric Emergency Services (PES).
e. If Client requires transportation to v oluntary mental health services, and Officer and Clinician determine it is appropriate and logistically feasible, Client will be offered transport by MHET vehicle. All Clients shall be seated in the secured area of the Vehicle.
f. Officer and Clinician will collaborate to identify and discuss potential resolutions to the operational issues and concerns that will arise from time to time. However Officer and Clinician will not make any changes to MHET policy, procedure or operation without submitting to and receiving approval from their respective supervisors. g. Officer and Clinician will report all concerns about the MHET project to their respective supervisors.
h. Hours of operation to be determined based on Client needs and the availability of the Clinician and Officer.
i. The County MHET supervisor will be available by phone throughout the MHET shift for consultation.
j. Participation in the MHET project does not affect Officer’s obligations or duties as a peace officer. The Officer shall follow City’s investigation p rotocols without regard to his or her participation in the MHET project. To the extent possible, City will not involve Clinician in any criminal investigation.
k. In the event that the Officer must respond to a non -MHET related police matter, Officer will return the MHET clinician to the San Pablo police station, to the County Health Services Forensic Unit office or other safe location.
2. Training
a. MHET members from City and County will attend the Crisis Intervention Training for law enforcement offered by the C ontra Costa County Sheriff s Office. The Clinician will be trained in frequently used police codes, and also have basic training in police DocuSign Envelope ID: 65DA60AD-569E-4AF3-ACE5-B4EDDD655104
Contra Costa County SERVICE PLAN
Standard Form L-3
Revised 2021 Number 74-700
Initials:__________ ____________
Contractor County Dept.
Form L-3 (Page 5 of 5)
radio operations.
b. MHET members from CITY and COUNTY will conduct presentations and trainings, as needed, for other po lice departments and agencies to educate them on the referral process and services of the Program.
3. Confidentiality & Mandated Reporting
a. Clinician will disclose Client’s protected health information to Officer if disclosure is required or permitted by law.
b. Nothing in this Agreement shall alter Clinician’s or Officer’s duty to protect Client’s privacy where such duty exists.
c. Nothing in this Agreement shall alter Clinician’s duty to maintain confidentiality of health or other information or Clinician’s duty to assert a privilege, where the duty exists.
d. Nothing in this Agreement shall alter either Clinician’s or Officer’s status as a mandated reporter. The MHET Officer and Clinician remain subject to the same mandated reporting requirements as officers and clinicians who do not participate in the Program.
The Clinician will make the mandated verbal and written reports, unless circumstances prevent Clinician from doing so. If Clinician is unable to make the mandated report within the required time period, Officer will make the report. e. In the event the Officer conducts a criminal investigation of Client, Clinician remains subject to the same legal constraints relating to Client privilege, privacy and confidentiality as a clinician who is not a participant in the MHET project.
V. PAYMENT PROVISIONS
In full consideration for the City’s performance of all the obligations described in th is Service Plan throughout the term of this Agreement, the County will reimburse City for costs it actually incurs to perform those obligations up to $571,552 (“Payment Limit”) subject to the Payment Provisions of this Agreement. Any costs that exceed the Payment Limit that the City incurs to perform the obligations described in this Agreement, including, but not limited to, excess salary and benefits, equipmen t, and training costs, shall be paid by the city in the form of an in -kind funding match. The County will not reimburse the City for any costs in excess of the Payment Limit, but the City shall continue to be required to provide all of its obligations described in this agreement for the duration of the Agreement.
The County will not reimburse the City for any costs of duplicate services provided under any other agreement between the City and County, and the City shall not demand payment under this Agreement for any services the City provides under any other agreement with the County.
DocuSign Envelope ID: 65DA60AD-569E-4AF3-ACE5-B4EDDD655104
Contra Costa County Number: 74-700
Standard Form L-4 SPECIAL CONDITIONS
Revised 2014
Form L-4 (Page 1 of 2) Initials: _________ _________ Contractor County Dept.
I. The terms “Contractor,” ”Agency,” and “City” refer to the city of San Ramon, for its Police Department.
The County and the City are sometimes referred to together as the “Parties” and each as a “Party.
II. Modification to the General Conditions.
A. Indemnification. Section 18 (Indemnification) of the General Conditions is hereby deleted in its entirety and replaced with new Section 18 (Mutual Indemnification), to read:
“18. Mutual Indemnification
a. Indemnification by City. The City shall indemnify, defend, and hold harmless the County, and its governing body, officers, agents, and employees from and against any and all liabilities, claims, lawsuits, losses, demands, debts, liens, costs, judgments, obligations, administrative or regulatory fines or penalties, actions or causes of action, and expenses (including reasonable attorney's fees) (collectively, “Liabilities”) to the extent that the Liabilities arise out of the negligence or willful misconduct of the City, its governin g body, officers, agents, or employees, in the course of performing the City’s obligations under this Contract.
b. Indemnification by County. The County shall indemnify, defend, and hold harmless the City, and its governing body, officers, agents, and employees from and against any and all Liabilities to the extent that the Liabilities arise out of the negligence or willful misconduct of the County, its governing body, officers, agents, or employees, in the course of performing the County’s obligations under this Contract.”
III. Additional Conditions. The following terms are hereby added as Special Conditions to this Contract:
A. Policies and Procedures
The County and the City are independent government entities which follow their own respective policies, procedures, and guidelines. No employer-employee relationships are created by this Contract between the County and the City, or between the County and City employees who perform City obligations in this Contract, or between the City and County employees who perform County obligations in this Contract.
B. Notices
1. Each of the City and the County shall notify the other, in writing, of any litigation or claim asserted by or against either party related to MHET or this Contract. Each written notice shall be provided within 30 days after the notifying party is served with an initial pleading in litigati on, or is serviced with a claim under the Government Claims Act.
DocuSign Envelope ID: 65DA60AD-569E-4AF3-ACE5-B4EDDD655104
Contra Costa County Number: 74-700
Standard Form L-4 SPECIAL CONDITIONS
Revised 2014
Form L-4 (Page 2 of 2) Initials: _________ _________ Contractor County Dept.
a. All required notices to County shall be in writing and shall be made to:
Marie Scannell, Ph.D., Chief of Forensic Mental Health
Contra Costa Behavioral Health
1430 Willow Pass Road, Suite 100
Concord, CA 94519
b. All required notices to City shall be in writing and shall be made to:
Peggy Chou, Public Information Officer
San Ramon Police Department
13880 San Pablo Avenue
San Pablo, CA 94806
2. Each written notice required to be given under Subsection 1 shall be given personally, by U.S. Mail with postage prepaid, or by overnight carrier with delivery charges prepaid. Notices given personally shall be given during business hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding legal holidays. A written notice will be deemed effective: on day it is given, if it is given personally; on the business day following the date of deposit with an overnight carrier for next day delivery; and on the third business day after mailing, if mailed by U.S. Mail.
DocuSign Envelope ID: 65DA60AD-569E-4AF3-ACE5-B4EDDD655104
Contra Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services - Long Form)
Revised 2016
Contractor County Dept.
Form L-5 (Page 1 of 7)
1. Compliance with Law. Contractor is subject to and must 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 must keep and make available for inspection and copying by authorized representatives of the County, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the County.
a. Retention of Records. Contractor must 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 must 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 regula tions promulgated thereunder, Contractor must, upon written request and until the expiration of five years after the furnishing of services pursuant to this Contract, make available to the County, the Secretary of Healt h 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 must contain a clause to the effect that upon written request and until the expiration of five years after the furnishing of services pursuant to such subcontract, the subcontractor must make available to the County, the Secretary, the Comptroller General, or any of their duly authorized representatives, the subcontract and books, documents, and re cords of the subcontractor necessary to verify the nature and extent of all costs and charges thereunder.
This provision is in addition to any and all other terms regarding the maintenance or retention of records under this Contract and is binding on the heirs, successors, assigns and representatives of Contractor.
4. Reporting Requirements. Pursuant to Government Code Section 7550, Contractor must include in all documents and written reports completed and submitted to County in accordance with this Contrac t, 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 applies only if the Payment Limit of this Contract exceeds $5,000.
DocuSign Envelope ID: 65DA60AD-569E-4AF3-ACE5-B4EDDD655104
Contra Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services - Long Form)
Revised 2016
Contractor County Dept.
Form L-5 (Page 2 of 7)
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 immediately by written mutual consent.
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 County of completing Contractor's performance will be deducted from any sum due Contractor under this Contract, without prejudice to County's rights to recover damages.
c. Cessation of Funding. Notwithstanding any contrary language in Paragraphs 5 and 11, 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 will 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 clarified in a written letter signed by Contractor and the department head, or designee, of the county department on whose behalf this Contract is made. No written clarification prepared pursuant to this Section will operate as an amendment to, or be considered to be a part of, this Contract.
8. Modifications and Amendments.
a. General Amendments. In the event that the total Payment Limit of this Contract is less than $200,000 and this Contract was executed by the County’s Purchasing Agent, this Contract may be modified or amended by a written document executed by Contractor and th e County’s Purchasing Agent or the Contra Costa County Board of Supervisors, subject to any required state or federal approval. In the event that the total Payment Limit of this Contract exceeds $200,000 or this Contract was initially approved by the Board of Supervisors, this Contract may be modified or amended only 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. Minor Amendments. 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 increase the Payment Limit of this Contract or reduce the services Contractor is obligated to provide pursuant to this Contract.
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 i n accordance with the applicable procedures (if any) required by the state or federal government.
DocuSign Envelope ID: 65DA60AD-569E-4AF3-ACE5-B4EDDD655104
Contra Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services - Long Form)
Revised 2016
Contractor County Dept.
Form L-5 (Page 3 of 7)
10. Choice of Law and Personal Jurisdiction.
a. This Contract is made in Contra Costa County and is governed by, and must be construed in accordance with, the laws of the State of California.
b. Any action relating to this Contract must be instituted and prosecuted in the courts of Contra Costa County, State of California.
11. Conformance with Federal and State Regulations and Laws . Should federal or state regulations or laws touching upon the subject of this Contract be adopted or revised during the term hereof, this Contract will be deemed amended to assure conformance with such federal or state requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disput es) 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, do not relieve Contractor's obligation to fulfill this Contract as prescribed; nor is the County thereby prevented from bringing any action for damages or enforcement arisi ng 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 h is 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. The parties intend that Contractor, in performing the services specified herein, is acting as an independent contractor and that Contractor will control the work and the manner in which it is performed.
This Contract is not to be construed to create the relationship between the parties , or between County and any Contractor employee, of agent, servant, employee, partnership, joint venture, or association. Neither Contractor, nor any of its employees, is a County employee. This Contract does not give Contractor, or any of its employees, any right to participate in any pension plan, workers’ compensation plan, insurance, bonus, or similar benefits County provides to its employees. In the event that County exercises its right to terminate this Contract, Contractor expressly agrees that it will have no recourse or right of appeal under any rules, regulations, ordinances, or laws applicable to employees.
15. Conflicts of Interest. Contractor covena nts that it presently has no interest and that it will not acquire any interest, direct or indirect, that represents a financial conflict of interest under state law or that would otherwise conflict in any manner or degree with the performance of its services hereunder. Contractor further covenants that in the performance of this Contract, no person having any such interests will be employed by Contractor. If requested to do so by County, Contractor will complete a “Statement of Economic Interest” form an d file it with County and will require any other person doing work under this Contract to complete a “Statement of Economic Interest” form and file it with County.
Contractor covenants that Contractor, its employees and officials, are not now employed by County and have not been so employed by County within twelve months immediately preceding this Contract; or, if so employed, did not then and do not now occupy a position that would create a conflict of interest under Government Code section 1090. In DocuSign Envelope ID: 65DA60AD-569E-4AF3-ACE5-B4EDDD655104
Contra Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services - Long Form)
Revised 2016
Contractor County Dept.
Form L-5 (Page 4 of 7)
addition to any indemnity provided by Contractor in this Contract, Contractor will indemnify, defend, and hold the County harmless from any and all claims, investigations, liabilities, or damages resulting from or related to any and all alleged conflicts of interest. Contractor warrants that it has not provided, attempted to provide, or offered to provide any money, gift, gratuity, thing of value, or compensation of any kind to obtain this Contract.
16. Confidentiality. To the extent allowed under the California Public Records Act, 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 no person will publish or disclose or permit or cause to be published or disclosed, any list of persons rece iving services, except as may be required in the administration of such service. Contractor agrees to inform all employees, agents and partners of the above provisions, and that any person knowingly and intentionally disclosing such information other than as authorized by law may be guilty of a misdemeanor.
17. Nondiscriminatory Services. Contractor agrees that all goods and services under this Contract will be available to all qualified persons regardless of age, gender, race, religion, color, national origin, ethnic background, disability, or sexual orientation, and that none will be used, in whole or in part, for religious worship.
18. Indemnification. Contractor will defend, indemnify, save, and hold harmless County and its officers and employees from any a nd all claims, demands, losses, costs, expenses, and liabilities for any damages, fines, sickness, death, or injury to person(s) or property, including any and all administrative fines, penalties or costs imposed as a result of an administrative or quasi-judicial proceeding, arising directly or indirectly from or connected with the services provided hereunder that are caused, or claimed or alleged to be caused, in whole or in part, by the negligence or willful misconduct of Contractor, its officers, employees, agents, contractors, subcontractors, or any persons under its direction or control.
If requested by County, Contractor will defend any such suits at its sole cost and expense. If County elects to provide its own defense, Contractor will reimburse County for any expenditures, including reasonable attorney’s fees and costs.
Contractor’s obligations under this section exist regardless of concurrent negligence or willful misconduct on the part of the County or any other person; provided, however, that Contractor is not required to indemnify County for the proportion of liability a court determines is attributable to the sole negligence or willful misconduct of the County, its officers and employees. This provision will survive the expiration or termination of this Contract.
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. Commercial General Liability Insurance. For all contracts where the total payment limit of the contract is $500,000 or less, Contractor will provide commercial general liability insurance, including coverage for business losses and for owned a nd 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 l oss of use thereof, arising from each occurrence. Such insurance must be endorsed to include County and its officers and employees as additional insureds as to all services performed by Contractor under this Contract. Said policies must constitute primar y insurance as to County, the state and federal governments, and their officers, agents, and employees, so that other insurance policies held by DocuSign Envelope ID: 65DA60AD-569E-4AF3-ACE5-B4EDDD655104
Contra Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services - Long Form)
Revised 2016
Contractor County Dept.
Form L-5 (Page 5 of 7)
them or their self -insurance program(s) will not be required to contribute to any loss covered under Contractor ’s insurance policy or policies. Contractor must provide County with a copy of the endorsement making the County an additional insured on all commercial general liability policies as required herein no later than the effective date of this Contract. For all contracts where the total payment limit is greater than $500,000, the aforementioned insurance coverage to be provided by Contractor must have a minimum combined single limit coverage of $1,000,000.
b. Workers' Compensation. Contractor must provide workers' compensation insurance coverage for its employees.
c. Certificate of Insurance. The Contractor must provide 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 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 must provide (a) current certificate(s) of insurance.
d. Additional Insurance Provisions. No later than five days after Contractor’s receipt of: (i) a notice of cancellation, a notice of an intention to cancel, or a notice of a lapse in any of Contractor’s insurance coverage required by this Contract; or (ii) a notice of a material change to Contractor’s insurance coverage required by this Contract, Contractor will provide Department a copy of such notice of cancellation, notice of intention to cancel, notice of lapse of coverage, or notice of material change. Contractor’s failure to provide Department the notice as required by the preceding sentence is a default under this Contract
20. Notices. All notices provided for by this Contract must be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to County must be addressed to the head of the county department for which this Contract is made. Notices to Contractor must be addressed to the Contractor's address designated herein. The effective date of notice is the date of deposit in the mails or of othe r delivery, except that the effective date of notice to County is the date of receipt by the head of the county department for which this Contract is made.
21. Primacy of General Conditions. In the event of a conflict between the General Conditions and the Special Conditions, the General Conditions govern unless the Special Conditions or Service Plan expressly provide otherwise.
22. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services pro vided by Contractor under this Contract will be purchased by County under a new contract following expiration or termination of this Contract, and Contractor 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, 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 Contractor may be subject to the payment of property taxes levied on such interest. Contractor agrees that this provision complies with the notice requirements of Revenue & Taxation Code Section 107.6, and waives all rights to further notice or to damages under that or any comparable statute.
DocuSign Envelope ID: 65DA60AD-569E-4AF3-ACE5-B4EDDD655104
Contra Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services - Long Form)
Revised 2016
Contractor County Dept.
Form L-5 (Page 6 of 7)
24. No Third-Party Beneficiaries. Nothing in this Contract may be construed to create, and the parties do not intend to create, any rights in third parties.
25. Copyrights, Rights in Data , and Works Made for Hire . Contractor will not publish or transfer any materials produced or resulting from activities supported by this Contract without the express written consent of the County Administrator. All reports, original drawings, graphics, plans, studies and other data and documents, in whatever form or for mat, assembled or prepared by Contactor or Contractor’s subcontractors, consultants, and other agents in connection with this Contract are “works made for hire” (as defined in the Copyright Act, 17 U.S.C. Section 101 et seq., as amended) for County, and Contractor unconditionally and irrevocably transfers and assigns to Agency all right, title, and interest, including all copyrights and other intellectual property rights, in or to the works made for hire. Unless required by law, Contractor shall not publish, transfer, discuss, or disclose any of the above-described works made for hire or any information gathered, discovered, or generated in any way through this Agreement, without County’s prior express written consent. If any of the works made for hire is subject to copyright protection, County reserves the right to copyright such works and Contractor agrees not to copyright such works. If any works made for hire are copyrighted, County reserves a royalty-free, irrevocable license to reproduce, publish, and use the works made for hire, in whole or in part, without restriction or limitation, and to authorize others to do so.
26. Endorsements. In its capacity as a contractor with Contra Costa County, Contractor will not publicly endorse or oppose the use of any particular brand name or commercial product without the prior written approval of the Board of Supervisors. In its County-contractor capacity, Contractor will 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 written approval of the Board of Supervisors. In its County- contractor capacity, Contractor will not participate or appear in any commercially produced advertisements designed to promote a particular brand name or commercial product, even if Contractor is not publicly endorsing a product, as long as the Contractor's presence in the advertisement can reasonably be interpreted as an endorsement of the product by or on behalf of Contra Costa County. Notwithstanding the foregoing, Contractor may express its views on products to other contractors, the Board of Supervisors, County officers, or others who may be authorized by the Board of Supervi sors or by law to receive such views.
27. Required Audit.
a. If Contractor expends $750,000 or more in federal grant funds in any fiscal year from any source, Contractor must provide to County, at Contractor's expense, an audit conforming to the requirements set forth in the most current version of Code of Federal Regulations, Title 2, Part 200, Subpart F.
b. If Contractor expends less than $750,000 in federal grant funds in any fiscal year from any source, but the grant imposes specific audit requirements, Contractor must provide County with an audit conforming t o those requirements.
c. If Contractor expends less than $750,000 in federal grant funds in any fiscal year from any source, Contractor is exempt from federal audit requirements for that year except as required by Code of Federal Regulations, Title 2, Part 200, Subpart F. Contractor shall make its records available for, and an audit may be required by, appropriate officials of the federal awarding agency, the General Accounting Office , the pass-through entity and/or the County.
If an audit is required, Contractor must provide County with the audit.
DocuSign Envelope ID: 65DA60AD-569E-4AF3-ACE5-B4EDDD655104
Contra Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services - Long Form)
Revised 2016
Contractor County Dept.
Form L-5 (Page 7 of 7)
d. With respect to the audits specified in sections (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 greater, 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 to perform the obligations set forth herein.
29. No Implied Waiver. The waiver by County of any breach of any term or provision of this Contract will not be deemed to be a waiver of such term or provision or of any subsequent breach of the same or any other term or provision contained herein.
DocuSign Envelope ID: 65DA60AD-569E-4AF3-ACE5-B4EDDD655104