California`s Yolo County Seeks Moving Beyond

Transcription

Yolo County
Bid ADMHRFPCC1602
5
Solicitation ADMHRFPCC1602
RFP - Moving Beyond Depression
Bid Designation: Public
Yolo County
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Yolo County
Bid ADMHRFPCC1602
5
Bid ADMHRFPCC1602
RFP - Moving Beyond Depression
Bid Number ADMHRFPCC1602
Bid Title RFP - Moving Beyond Depression
Bid Start Date
Mar 8, 2016 9:52:38 AM PST
Bid End Date
May 10, 2016 1:00:00 PM PDT
Question & Answer
End Date
Apr 5, 2016 1:00:00 PM PDT
Bid Contact Chris Contreras
Administrative Services Analyst
Contract Duration 1 year
Contract Renewal Not Applicable
Prices Good for 30 days
Pre-Bid Conference Mar 22, 2016 1:30:00 PM PDT
Attendance is optional
Location: To be determined.
Bid Comments
The County of Yolo, Health and Human Services Agency (HHSA) is requesting proposals from qualified
vendors to provide services for Moving Beyond Depression (MBD), an evidence based intervention utilized
to treat maternal depression. Using In-Home Cognitive Behavior Therapy (IH-CBT), MBD offers treatment for
depressed mothers, provided alongside a home visiting program. The program seeks to:
Optimize engagement and impact through delivery of treatment in the home setting
Focus on issues important to young, low-income mothers
Build a strong collaborative relationship between therapists and home visitors to enhance the
effectiveness of both approaches.
The estimated budget for this project is $65,000. That amount is not guaranteed. Final contract
compensation is dependent upon Yolo County’s future adopted budgets and revenues, and contract
negotiations.
Proposers who submit a response to this RFP must have the ability to meet the requirements, including the
terms and conditions, exhibits and attachments contained in this RFP.
Item Response Form
Item ADMHRFPCC1602--01-01 - RFP - Moving Beyond Depression
Quantity 1 contract
Unit Price Delivery Location Yolo County
No Location Specified
Qty 1
Expected Expenditure $65,000.00 Description
The County of Yolo, Health and Human Services Agency (HHSA) is requesting proposals from qualified vendors to provide services for
Moving Beyond Depression (MBD), an evidence based intervention utilized to treat maternal depression. Using In-Home Cognitive
Behavior Therapy (IH-CBT), MBD offers treatment for depressed mothers, provided alongside a home visiting program. The program seeks to:
3/8/2016
AM important to young, low-income mothers
Focus10:55
on issues
Build a strong collaborative relationship between therapists and home visitors to enhance the effectiveness of both approaches.
p. 2
Moving Beyond Depression (MBD), an evidence based intervention utilized to treat maternal depression. Using In-Home Cognitive
Behavior Therapy (IH-CBT), MBD offers treatment for depressed mothers, provided alongside a home visiting program. The program Yolo County
Bid ADMHRFPCC1602
seeks to:
Build a strong collaborative relationship between therapists and home visitors to enhance the effectiveness of both approaches.
The estimated budget for this project is $65,000. That amount is not guaranteed. Final contract compensation is dependent upon Yolo County’s future adopted budgets and revenues, and contract negotiations.
Proposers who submit a response to this RFP must have the ability to meet the requirements, including the terms and conditions,
exhibits and attachments contained in this RFP.
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Yolo County
Bid ADMHRFPCC1602
COUNTY OF YOLO
Purchasing Division of General Services
Notice of Request for Proposals (RFP)
For
Moving Beyond Depression
Proposal Responses Due:
1:00 pm
May 10, 2016
Yolo County Health and Human Services Agency
137 N. Cottonwood Street, Suite 2415
Woodland, CA 95695
RFP Coordinator:
Chris Contreras, Administrative Services Analyst
chris.contreras@yolocounty.org
All Questions and Comments must be submitted in BidSync.
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TABLE OF CONTENTS
Section
Section Title
Pages
I.
Introduction
3
II.
RFP Schedule of Events
8
III.
General Instructions & Information
9
IV.
Terms and Condition
13
V.
Instructions for Completion of Proposal
17
Exhibits:
Exhibit “A”
Exhibit “B”
Exhibit “C”
Exhibit “C Part 2”
Exhibit “D”
Exhibit “E”
Proposal Transmittal Form
Proposal Questionnaire
Line Item Budget Instructions
Line Item Budget
Previous Customer Reference Form
Signature Page
Attachments:
Attachment 1
Attachment 2
County Insurance Requirements
Sample County Contract
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SECTION I. INTRODUCTION
A.
STATEMENT OF PURPOSE:
The County of Yolo, Health and Human Services Agency (HHSA) is requesting proposals from
qualified vendors to provide services for Moving Beyond Depression (MBD), an evidence based
intervention utilized to treat maternal depression. Using In-Home Cognitive Behavior Therapy (IHCBT), MBD offers treatment for depressed mothers, provided alongside a home visiting program.
The program seeks to:
1.
2.
3.
Build a strong collaborative relationship between therapists and home visitors to
enhance the effectiveness of both approaches.
The estimated budget for this project is $65,000. That amount is not guaranteed. Final contract
compensation is dependent upon Yolo County’s future adopted budgets and revenues, and
contract negotiations.
Proposers who submit a response to this RFP must have the ability to meet the requirements,
including the terms and conditions, exhibits and attachments contained in this RFP.
B.
SYNONYMOUS TERMS
1.
As used throughout this proposal and its attachments, the following terms are
synonymous:
a.
b.
c.
d.
2.
C.
Supplier, Vendor, Contractor
Purchase Order, Contract, Agreement
Services, Work, Scope, and Project
Bidder, Offeror, Proposer
“The County” refers to the County of Yolo, California.
SCOPE OF WORK
It is the Proposer’s responsibility to submit a complete plan that explains in detail the Proposer’s
offering and encompasses the requirements set forth below. These include the minimum list of
services and deliverables the selected provider is expected to provide the County. County may
modify the proposed scope of work to meet available funding or to best meet the needs of the
County.
1.
GENERAL DESCRIPTION:
a.
TARGET POPULATION
Low income (on Medi-Cal or eligible) pregnant and parenting mothers who are Yolo
County residents, participating in one (1) of three (3) Home Visiting programs
(Adolescent Family Life Programs, Step By Step or Nurse Home Visitation). It does not
require a mother to be a US Citizen but they must meet Moving Beyond Depression
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eligibility criteria for IH-CBT and consent to MBD services. Criteria is determined by
screening tools administered both by the home visitor and the MBD therapist.
b.
SERVICE LOCATION(S)
i. Therapeutic services in the form of IH-CBT will be provided by the selected
contractor in the client’s home or a mutually agreed upon venue following MOVING
BEYOND DEPRESSION guidelines.
ii. Administrative activities (i.e. team meetings, technical assistance calls with
Moving Beyond Depression staff, data entry, charting) shall occur in mutually agreed
upon locations within Yolo County (i.e. offices) developed by the Yolo County HHSACommunity Health Branch MBD Program liaison and the selected contractor’s
team/agency lead.
2.
SERVICE REQUIREMENTS:
a.
GENERAL REQUIREMENTS
i. Vendor shall provide Home Visiting Mental Health Therapists (aka: Clinical
Counselor) who will conduct psychosocial assessment and In-Home Cognitive
Behavioral Therapy to women in their homes.
Psychosocial Assessments and In-Home Cognitive Behavioral Therapy will be
designed to:
 facilitate recovery from maternal depression in women served by home
visiting programs, thereby promoting the healthy development of infants
and children; and,
 work closely with the home visiting program and other community services
to ensure continuity of patient care.
ii. Caseload Expectation
1)
Ability to optimize the available funding to serve as many eligible mothers
as possible, while meeting program expectations of 14 weekly IH-CBT sessions +
1 booster session.
iii. Assessment and Clinical Interview
1)
Conduct standardized clinical interviews and administer standardized
psychological measures to gather information and assess if mother is eligible for
Moving Beyond Depression program.
2)
Write psychological/psychiatric report following the assessment.
iv. In-Home Cognitive Behavior Therapy
1)
Provide IH-CBT to mothers that meet the eligibility requirements for 15
weekly sessions with a booster session one month after treatment has ended.
2)
Attend trainings in IH-CBT provided by MBD, in Cincinnati, Ohio and
locally. Maintain adherence and fidelity to IH-CBT manual and treatment model.
v. Data and Documentation
1)
Complete weekly clinical case notes, screenings, use of audio recorded
sessions, and fidelity checklists.
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2)
Provide and maintain all data collection required for Moving Beyond
Depression/Every Child Succeeds, Yolo County.
vi. Collaboration with Home Visitor
1)
Maintain open communication with home visitor to ensure the two
programs are working together to meet the needs of the mother and child.
vii. Education
1)
Attend staff meetings, supervisor training and seminars to enhance
therapeutic skills.
2)
Participate in professional growth opportunities.
3)
Maintain currency on psychiatric topics through continuing education,
literature and seminars.
viii. Supervision
1)
Maintain scheduled meeting with team leader to review caseload and
audio tapes.
2)
Attend conference calls every other month with MBD’s parent
organization.
b.
ADMINISTRATIVE REQUIREMENTS
i. Vendor shall provide two (2) Clinical Counselors for Yolo County Moving
Beyond Depression Program to serve atleast 15 to 20 mothers per year in the
program.
1)
Clinical Counselors shall:

Conduct psychosocial assessment and In-Home Cognitive
Behavioral Therapy to women in their homes.

Facilitate recovery from maternal depression in women served by
home visiting programs, thereby promoting the healthy development of
infants and children.

Work closely with the home visiting program and other community
services to ensure continuity of patient care.
2)
Required Qualifications:

Masters in social work, counseling or related mental health field.

Professional license in good standing.

Valid driver’s license.

Current automobile insurance.
3)
Preferred Qualifications

3 years’ experience working with maternal depression and/or
cognitive behavioral therapy.

Prior experience working with families in the home, desired.

Bilingual in Spanish
4)
Skills & Competencies

Training in and experience delivering Cognitive Behavioral
Therapy: Training and experience in delivering psychotherapy to women
with mood disorders. Training and experience in working with serious
mental health conditions and complex clinical presentations.
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
Psychosocial Knowledge: Psychosocial knowledge and clinical
ability sufficient to provide services to women enrolled in home visiting
programs.

Diversity Appreciation: Understanding and showing respect and
appreciation for the uniqueness of all individuals; leveraging differences in
others’ perspectives and ideas; appreciating cultural differences and
adjusting one’s approach to successfully integrate with others who are
different from oneself.

Professional Demeanor: Demonstrates a strong work ethic, sound
judgment, diplomacy and tact. Ability to maintain professional boundaries
with clients in their home.

Communication: Excellent verbal, written and interpersonal
communication skills.

Independent: Ability to work independently with minimal
supervision.

Flexibility: Being open to change and considerable variety in work
environments, effortlessly adjusting to new or changing situations and
unexpected events and be willing to work flexible hours.
Vendor shall provide one (1) Doctoral Level Team Leader, minimum FTE
required must meet requirements of position description and deliverables for
ii.
Yolo County Moving Beyond Depression Program.
1)
Doctoral Level Team Leader shall:
Oversee mental health counselors that administer In-Home Cognitive
Behavioral Therapy to depressed women in a home visitation program,
that suffer from maternal depression.

Attend training in IH-CBT provided by Moving Beyond Depression.

Dedicate up to 10 hours a week to Moving Beyond Depression.

Oversee two to four clinical counselors weekly and be available for
crises. Individual or group format is acceptable.

Discuss cases, problem solve challenging clinical issues, promote
continued mastery of CBT techniques, and ensure fidelity to IH-CBT
model.
2)
Required Qualifications:

Ph.D., Psy.D., M.D. or equivalent degree.

Three to five years of experience in cognitive behavioral therapy.

Professional license in good standing.
3)
Skills & Competencies:

Strong skills in psychological assessment, diagnostic assessment,
and measure interpretation.

Experience or familiarity with home visiting, desired.

High level of empathy, mastery of cognitive behavioral therapy
theory and techniques.

Experience working with depressed adults.

Experience working with the perinatal or Maternal/Child population,
desired.

Experience working with severe psychopathology.

Understanding and showing respect and appreciation for the
uniqueness of all individuals; leveraging differences in others’
perspectives and ideas; appreciating cultural differences and adjusting
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one’s approach to successfully integrated with others who are different
from oneself.

Demonstrates an independent work initiative, sound judgment,
diplomacy and tact.

Experience supervising master level therapist.

Excellent verbal, written and interpersonal communication skills.
3.
VENDOR MINIMUM REQUIREMENTS:
a.
Staff must meet minimum qualifications for the Home Visiting Mental Health
Therapist(s) and Doctoral Level Team Leader per the Position Descriptions, provided
in Section 2, Service Requirements, paragraph b, Administrative Requirements, of this
RFP document, as provided by the Moving Beyond Depression program. Any
exceptions to minimum qualifications for staff positions must be documented in
writing by the Moving Beyond Depression staff and submitted at time of RFP
submission.
b.
A licensed clinician with a minimum of 3 years’ experience working with perinatal
mood & anxiety disorders and/or cognitive behavior therapy OR an associate clinical
social worker (ASW) or Marriage & Family Therapy Intern (MFTi) with 1.5 years’
experience currently receiving supervision from a licensed clinician with at least 5 years
of experience in cognitive behavioral therapy.
4.
VENDOR MINIMUM WORK REQUIREMENTS:
a.
Vendor will provide at least two (2) home visiting clinicians, that must be able
to serve at least 15 to 20 mothers in the program per year, one of which must be
bilingual in Spanish.
b.
The Doctoral Level Team Lead cannot be one of the home visitors, but can
provide clinical supervision to the home visiting clinicians in addition to serving as the
program lead.
c.
Vendor must have staff willing and able to participate in required Technical
Assistance calls and in-person team meetings with the partner Home Visiting programs
(Adolescent Family Life Programs, Step by Step, Nurse Home Visitation).
d.
Vendor will designate a single point of contact to work closely with the designated
Yolo County HHSA MBD program coordinator, who will act as the overall program
manager, facilitating team building between home visiting programs and selected
therapists and team lead.
e.
Selected clinicians and doctoral team lead must be willing to travel to Ohio for a
two (2) day, in person training for clinicians with the Moving Beyond Depression program
staff.
f.
Selected clinicians and doctoral team lead must be willing to participate in a two
(2) day, in person training for the Home Visitors, which will be led by Moving Beyond
Depression staff and conducted in Yolo County approximately one (1) – two (2) weeks
after the Ohio based training.
g.
Provide select data, including select demographic data as required by the Moving
Beyond Depression program. **Charting may be completed using the Agency’s
established methods. However, select data points required by the Moving Beyond
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Depression Program for data analysis and program evaluation must be provided to the
Yolo County HHSA MBD Program liaison via a mutually agreed upon methodology.
5. PREFERRED QUALIFICATIONS: The Proposer may be evaluated higher if they
meet the following qualifications:
a.
Have at least three (3) years of experience working with maternal depression
and/or cognitive behavioral therapy.
b.
Have prior experience working with families in the home.
c.
Have prior experience working with the perinatal or Maternal/Child population.
d.
Bilingual in Spanish.
e.
Is a Beacon and Partnership Health plan of California provider, in good Medi-Cal
standing.
6. DELIVERABLES / REPORTS
ii.
The primary Evidence Based Practice is In-Home Cognitive Behavioral
Therapy (CBT). The modified and evidence based model of CBT is delivered via a home
visiting model utilizing a licensed, master’s level mental health professional or equivalent
as approved by Moving Beyond Depression™.
iii.
Performance measures include the following: Reduced depressive symptoms,
increased social support, reduced psychopathology and increased functional ability of
mom as measured by various standardized and validated tools including the Beck
Depression Inventory II, Edinburgh Postnatal Depression Scale, PHQ-9) ACEs
questionnaire.
7. AWARDED CONTRACTOR REQUIREMENT:
a.
The successful Awarded contractor must supply all insurance requirements as
required in Exhibit “A,” Yolo County Insurance Requirements.
b.
CONTRACT TERM: Contractor agrees to provide awarded items and/or services
as specified in the RFP document for a period of twenty four (24) months. The
anticipated term of the agreement is July 1, 2016 through June 30, 2018.
c.
Participate in the following trainings/meetings at dates, times and locations
specified by the County:
 Moving Beyond Depression Therapist Training
 Moving Beyond Depression Home Visitor Training
 Weekly Yolo County Team Meetings
 Monthly check in calls for therapy team, doctoral lead and Moving Beyond
Depression staff
 Quarterly Leadership Calls trainings
SECTION II. RFP SCHEDULE OF EVENTS
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The following RFP Schedule of Events represents the County's best estimate of the schedule
that shall be followed. Unless otherwise specified, the time of day for the following events shall
be between 8:00 a.m. and 4:00 p.m., Pacific Time.
The County reserves the right, at its sole discretion, to adjust this schedule as it deems
necessary.
Notification of any adjustment to the Schedule of Events shall be provided to all vendors through
BidSync. The County is not responsible for failure of the prospective Bidders/Offerers to check
for any RFP document updates, changes, or answers to questions posted at the BidSync.com
website. Failure to periodically check the website will be at the Bidder’s/Offeror’s sole risk.
EVENT
DATE
TIME
1
County Issues RFP
3/8/16
2
Pre–Proposal Conference - OPTIONAL
3/22/16
TBD
3
Deadline for Written Comments and Questions Posted
on BidSync
4/5/16
1:00 PM
4
*Mandatory – Letter of Intent to Propose
4/26/16
1:00 PM
5/10/16
1:00 PM
5
UDeadline Proposal Due
6
County Completes Evaluations and Issues Intent to
Award Letter(s)
5/24/16
7
Anticipated Date to Purchasing Manager for contract
approval
6/24/16
8
Anticipated Contract Start Date
7/1/16
*MANDATORY LETTER OF INTENT:
Submission of a letter of intent to propose is a mandatory requirement for submitting a proposal.
Letters of Intent must be submitted via BidSync. Letters of Intent must be received by the time
and date set forth in the Schedule of Events.
Submission of a Letter of Intent does not obligate the vendor to submit a proposal. The
following information should be included in the Letter of Intent to Propose:
Proposer Name
Name and Title of Proposer Main Contact
Address, Telephone Number, Email Address, and Facsimile Number of Proposer Main
Contact
Signed Statement of Intent to Propose
SECTION III. GENERAL INSTRUCTIONS AND INFORMATION
A.
RFP Coordinator
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The following RFP Coordinator shall be the main point of contact for this RFP:
Chris Contreras
County of Yolo Health and Human Services Agency
137 N. Cottonwood Street, Suite 2415
Woodland, CA 95695
chris.contreras@.yolocounty.org
B.
COMMUNICATIONS REGARDING THE RFP
Upon release of this RFP, all vendor communications concerning this procurement must be
directed to the RFP Coordinator named above. Unauthorized contact regarding the RFP with
other County employees of the procuring county agency may result in disqualification.
Questions concerning this proposal, including specifications, requirements, terms and/or
conditions of a solicitation, etc. should be submitted solely in writing online at www.bidsync.com
in the questions and answers section of the solicitation no later than the date and time noted
above in the Section II. Schedule of Events Chart, item#3 Deadline for Written Comments
Posted on BidSync or per any changes to Schedule of Events as posted to BidSync.
The County is not responsible for failure of the prospective Bidders/Offerers to check for any
RFP document updates, changes, or answers to questions posted at the BidSync.com website.
Failure to periodically check the website will be at the Bidder’s/Offeror’s sole risk.
Any oral communications shall be considered unofficial and nonbinding on the County.
Any irregularities or lack of clarity in the RFP should be brought to the attention of the County for
correction or clarification.
C.
PROPOSAL PREPARATION COSTS
The County shall not pay any costs associated with the preparation, submittal, or presentation of
any proposal.
D.
PROPOSAL WITHDRAWAL
To withdraw a proposal, the Vendor must submit a written request, signed by an authorized
representative, to the RFP Coordinator. After withdrawing a previously submitted proposal, the
vendor may submit another proposal at any time up to the deadline for submitting proposals.
E.
PROPOSAL AMENDMENT
The County shall not accept any amendments, revisions, or alterations to proposals after the
deadline for proposal submittal unless the County formally requests such in writing.
F.
PROPOSAL ERRORS
Proposers are liable for all errors or omissions contained in their proposals. Proposers shall not
be allowed to alter proposal documents after the deadline for submitting a proposal.
G.
PROHIBITION OF PROPOSER TERMS & CONDITIONS
A Proposer may not submit the Proposer's own contract terms and conditions in a response to
this RFP. If a proposal contains such terms and conditions, the County, at its sole discretion,
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may determine the proposal to be a nonresponsive counteroffer, and the proposal may be
rejected.
H.
ASSIGNMENT AND SUBCONTRACTING
The Contractor may not subcontract, transfer, or assign any portion of the contract without prior,
written approval from the County. The County must approve each subcontractor in writing. The
substitution of one subcontractor for another may be made only at the discretion of the County
and with prior, written approval from the County.
Not with standing the use of approved subcontractors, the Proposer, if awarded a contract under
this RFP, shall be the prime contractor and shall be responsible for all work performed.
Contractor shall require each of its subcontractors of any tier to carry the aforementioned
coverage, or Contractor may insure subcontractors under its own policy.
I.
PROPOSAL OF ADDITIONAL SERVICES
If a Proposer indicates an offer of goods or services in addition to those required by and
described in this RFP, these additional goods or services may be added to the contract before
contract signing at the sole discretion of the County.
J.
INDEPENDENT PRICE DETERMINATION
A proposal shall be disqualified and rejected by the County if the price in the proposal was not
arrived at independently without collusion, consultation, communication, or agreement as to any
matter relating to such prices with any other Proposer, a County employee, or any Competitor.
K.
INSURANCE
The successful Contractor will be required to provide and maintain insurance as required and
listed in Exhibit “A” before commencing work on the contract.
L.
LICENSURE
Before a contract pursuant to this RFP is signed, the Proposer must hold all necessary,
applicable business and professional licenses. The County may require any or all Proposers to
submit evidence of proper licensure.
M.
RFP AMENDMENT AND CANCELLATION
The County reserves the unilateral right to amend this RFP in writing at any time. The County
also reserves the right to cancel or reissue the RFP at its sole discretion. If an amendment is
issued it shall be provided to all proposers through BidSync. Proposers shall respond to the
final written RFP and any exhibits, attachments, and amendments.
N.
RIGHT OF REJECTION
The County reserves the right, at its sole discretion, to reject any and all proposals or to cancel
this RFP in its entirety.
Any proposal received which does not meet the requirements of this RFP may be considered to
be nonresponsive, and the proposal may be rejected. Proposers must comply with all of the
terms of this RFP and all applicable State and County laws and regulations. The County may
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reject any proposal that does not comply with all of the terms, conditions, and performance
requirements of this RFP.
The County reserves the right, at its sole discretion, to waive variances in proposals provided
such action is in the best interest of the County. Where the County waives minor variances in
proposals, such waiver does not modify the RFP requirements or excuse the proposer from full
compliance with the RFP. Notwithstanding any minor variance, the County may hold any
Proposer to strict compliance with the RFP.
O.
DISCLOSURE OF PROPOSAL CONTENTS
All proposals become the property of the County, which is a public agency subject to the
disclosure requirements of the California Public Records Act (CPRA, California Government
Code §6250 and following). The CPRA contains limited exemptions. If you contend that any
documents, as defined by the CPRA, are confidential or proprietary material and exempt from
CPRA, these documents shall be clearly marked “Exempt from CPRA.” Proposer shall defend,
indemnify and hold the County harmless against any claim, action or litigation (including but not
limited to all judgments, costs, fees, and attorneys fees) that may result from denial of a CPRA
request. If Proposer does not respond to a CPRA request or agree to do so within five (5) days,
the County may disclose the requested information under the CPRA.”
P.
PROPOSAL EVALUATION PROCESS
The evaluation process is designed to award the procurement to the Proposer with the best
combination of attributes based upon the evaluation criteria.
The County reserves the right, at its sole discretion, to request clarifications of proposals or to
conduct discussions for the purpose of clarification with any or all Proposers. If clarifications are
made as a result of such discussion, the Proposer shall put such clarifications in writing.
Q.
AWARD OF PROPOSAL
Award will be made to the Proposer offering the most advantageous proposal after consideration
of all Evaluation Criteria set forth below. This criterion is not listed in any order of preference.
The County reserves the right to establish weight factors that will be applied to the criteria
depending upon the order of importance. The County shall not be obligated to accept the lowest
priced proposal, but will make an award in the best interests of the County after all factors have
been evaluated.
Award Evaluation Criteria:
R.
1.
General Company Information
2.
Experience and Past Performance
3.
Responsiveness and Responsibility
4.
Proposer’s Approach to Project
5.
Service Fees and Cost Containment Initiatives
6.
Quality Assurance and Oversight
7.
Outputs and Outcome Measures
8.
Financial Information
AWARD PROCESS
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The County reserves the right to make an award without further discussion of any proposal
submitted. Each proposal should be initially submitted on the most favorable terms the proposer
can offer. The County reserves the right to negotiate and/or include a best and final offer stage
to the process.
Notwithstanding, the county reserves the right to add terms and conditions, deemed to be in the
best interest of the county, during final negotiations. Any such terms and conditions shall be
within the scope of the RFP and shall not affect the basis of proposal evaluations and will be
incorporated in a purchase order.
The County reserves the right, at its sole discretion, to negotiate with the apparent best
evaluated Proposer.
SECTION IV. TERMS AND CONDITIONS
A.
QUALIFICATIONS/INSPECTION:
Proposals will only be considered from firms normally engaged in providing the types of
commodities/services specified herein. The County reserves the right to inspect the Proposer’s
facilities, equipment, personnel, and organization at any time, or take any other action necessary
to determine Proposer’s ability to perform. The RFP Coordinator reserves the right to reject
proposals where evidence or evaluation is determined to indicate inability to perform.
B.
NON-WAIVER:
The County’s failure to address errors or omissions in the proposals shall not constitute a waiver
of any requirement of this RFP by the County.
C.
FEDERAL, STATE, AND LOCAL LAWS:
The successful proposer must operate in conformity with all applicable, federal, state, and local
laws, ordinances, orders, rules, and regulations pertaining to work. It is the responsibility of the
awarded proposer to ensure that all permits and/or licensees required for operation are valid and
current. Failure to comply with this provision may be cause to cancel any contract awarded, and
award will be made to the next lowest, responsive, responsible proposer.
D.
GOVERNING LAW:
If an award is made, the contract will be made in the County of Yolo and shall be governed and
construed in accordance with the laws of the State of California. Any action relating to the
Contract shall be instituted and prosecuted in the courts of Yolo County, California.
E.
NON-DISCRMINATION:
There shall be no discrimination as to race, sex, color, creed, age or national origin in the
operations conducted under any resulting contract.
F.
PUBLIC AGENCY:
It is intended that other public agencies (i.e., city, special district, public authority, public agency
and other political subdivisions of the State of California) shall have the option to participate in
any agreement created as a result of this RFP with the same terms and conditions specified,
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including pricing. The County shall incur no financial responsibility in connection with a
purchase order from another public agency. The public agency shall accept sole responsibility
for placing orders and making payment to the vendor.
G.
ADDITIONAL PURCHASES:
Following the award, the County may dispense with separate bidding for additional purchases of
like item(s) from the successful Proposer within a twelve (12) month period from the initial
purchase date provided that the Vendor agrees to provide the like item(s) at the same
discounted price and under the same terms and conditions as the previous award.
H.
EXTENSIONS:
The County reserves the right to extend any contract past the end term date upon mutual
agreement and under the same pricing, terms and conditions for continual service and supplies
while a new contract is being solicited, evaluated and/or awarded for a period not to exceed six
(6) months.
I.
PRICE ESCALATION:
All prices are firm for a period of one (1) year from the date of award. The Contractor may raise
prices in accordance with the California Consumer Price (CPI-W, US City Average, All Items;
NSA) Index for each of the allowable one (1) year extensions. The increase in price shall remain
firm for the renewal term. The County reserves the right to accept or reject the request for a
price increase within ten (10) business days of the written request.
J.
INVOICES AND PAYMENT TERMS:
Invoices are to be mailed to the County department(s) specified on the resulting purchase order,
blanket purchase order or contract. All invoices must include the purchase order number,
blanket purchase order number, or contract number, product description and reference to back
ordered items. Failure to comply may result in delayed payments.
The County will make payment on a Net 30-day basis unless a cash discount of one-half percent
(1/2%) or greater, which amounts to $2.50 or more, is allowed for payment within not less than
twenty (20) days. The payment term shall begin on the date the merchandise is inspected,
delivered and accepted by the County, or on the date a correct invoice is received in the office
specified in the order, whichever is later. Prompt payment discounts shall be considered earned
if payment is postmarked or personally delivered within the prescribed term. The beginning date
described above shall be considered day zero for the purposes of counting days in the
prescribed term.
K.
COMPLIANCE:
Late, incomplete, incorrect deliveries or excessive backorders will be documented, and
performance evaluated when considering contract continuation or extension. Inaccurate or
erroneous billing will also be documented and monitored for the purpose of evaluating
performance when considering continuation or extension of contract. Failure to meet quoted
delivery timeframes, or inaccurate or erroneous invoices (as determined by the Purchasing
Department) may be cause for the County to cancel the balance of the awarded purchase order
and award will be made to the next lowest proposer. Failure to receive County concurrence for
substitutions or alternates will be documented and considered when evaluating continuation or
extension of contract.
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L.
Bid ADMHRFPCC1602
DEFAULT:
In case of default by the awarded proposer, the County may procure the goods or services from
another source and may recover the loss occasioned thereby from any unpaid balance due the
selected proposer, or by any other legal means available to the County. The County may also
ban selected proposer up to two years from future solicitations for default.
M.
TERMINATION FOR CONVENIENCE:
The County reserves the right, in its best interest as determined by the County, to cancel any
contract by giving written notice to the Contractor thirty (30) days prior to the effective date of
such cancellation.
N.
CANCELLATION FOR UNAPPROPRIATED FUNDS:
The obligation of the County for payment to a Contractor is limited to the availability of funds
appropriated in a current fiscal period, and continuation of the contract into a subsequent fiscal
period is subject to appropriation of funds, unless otherwise authorized by law.
O.
ASSIGNMENT/TRANSFER/SUBCONTRACTING:
Awarded Contractor shall not assign, transfer, or subcontract any portion of the contract without
the express written consent of the department. Any award issued pursuant to this RFP, and the
monies, which may become due hereunder, are not assignable without the prior written approval
of the County.
P.
F.O.B. POINT:
All prices quoted shall be F.O.B destination, freight prepaid (proposer pays and bears freight
charges, proposer owns goods in transit and files any claims), excluding sales tax. The County
is exempt from Federal Excise and Transportation taxes.
Q.
PROTESTS: The County encourages Suppliers to resolve issues regarding
requirements or the procurement process through written correspondence and discussions. The
County is committed to fostering relationships with its Suppliers to encourage an ongoing pursuit
to fulfill requirements.
1. Protest of RFP/BID Specifications/Requirements/Terms & Conditions:
Companies who are concerned regarding irregularities or lack of clarity in specifications,
requirements, terms and/or conditions of a solicitation should be brought to the attention of
the County. Notice shall be provided in writing by e-mail or hard copy directly to the RFP/IFB
Coordinator prior to the closing date and time of the designated “question and answer
period” of the proposal noted above in the Section II. Schedule of Events Chart, item#3
Deadline for Written Comments Posted on BidSync. No fascimiles will be accepted.
Notice must be clearly marked “Notice of Protest ofSpecifications/Requirements/Terms
& Conditions”. No requests for protests of solicitation specifications, requirements, terms
and/or conditions shall be considered after the deadline stated above.
Companies who fail to do so forfeit all rights to protest a solicitation or any subsequent award
based on the specifications, requirements, terms or conditions of this solicitation. In the
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Bid ADMHRFPCC1602
event of the protest for specifications, requirements, terms and/or conditions is denied and
the protester wishes to continue in the solicitation process they must still submit a
bid/proposal prior to the close of the solicitation.
2. Protest of Disqualification:
Initial evaluations will determine if proposals have met the minimal requirements as indicated
in this RFP. Notices will be sent to all companies who have been disqualified for not meeting
the minimal requirements. Should a company disagree with the determination, notice of
disagreement must be received by the RFP/IFB Coordinator within five (5) working days of
date of notice identifying areas that are in question and how the company met the minimal
requirements. Notice must be clearly marked “Notice of Disagreement” and shall be
received by e-mail or hard copy. No fascimiles will be accepted. Companies who fail to do
so forfeit all rights in the protest process. It is at the county’s discretion at the department
level to make final determinations for all disqualified protests.
3. Protest of Award of Contract:
In protests related to the award of a contract, the protest must be received by e-mail or hard
copy no later than five (5) working days after the notice of the proposed contract award to
the respective Department Head. Contact information for the Department Head is as follows:
(Department Head name, address, e-mail.) Notice must be clearly marked “Notice of
Protest of Award of Contract” and may be received by e-mail or hard copy. No fascimiles
will be accepted. A review may be granted if the protest is received within the specified time
and the firm/person submitting the protest is a Bidder/Offeror.
4. Protest Procedures:
All protests shall be typed under the protester’s letterhead and submitted in accordance
with the provisions stated herein. All protests shall include at a minimum the following
information:
a.
b.
c.
d.
e.
f.
The name, address, and telephone number of the Protester;
The signature of the Protester or Protester’s representative;
The solicitation title and due date;
Name of County employee designated as the RFP/IFB Coordinator;
Identification of the statute or procedure that is alleged to have been violated;
A detailed statement identifying the legal and/or factual grounds of the protest and all
documentation supporting the vendor’s position at the time of the initial protest;
g. The party filing an “award” protest must concurrently transmit a copy of the protest
and any attached documentation to all other parties with a direct financial interest
which may be adversely affected by the outcome of the protest;
h. The form of relief requested.
Protester’s failure to comply with these procedures shall constitute a waiver of any right to
further the RFP/IFB Protest and shall constitute a failure to exhaust administrative remedies.
In all cases, the first level of review of any protest shall be conducted by the respective
Department issuing the solicitation.
However, should a protester disagree with the conclusion of the Department Head, the
Bidder/Offeror may submit a formal written request by e-mail or hard copy and received
within five (5) working days from the date of the first determination made by the Department
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Head for further review to the County Administrator’s Office (CAO). No fascimiles will be
accepted. The CAO decision shall be final.
If it is determined the protest is frivolous, the party originating the protest may be determined
to be irresponsible and may be ineligible for future contracts.
Throughout the review process, the County has no obligation to delay or otherwise postpone
an award of a contract based on a protest.
SECTION V. Instructions for Completion of Proposal
A.
PROPOSAL DEADLINE
Proposals shall be submitted no later than the Proposal Deadline time and date detailed in the
Section II, RFP Schedule of Events. Proposers shall respond to the written RFP and any
exhibits, attachments, or amendments. A Proposer's failure to submit a proposal as required
before the deadline shall cause the proposal to be disqualified. Late proposals shall not be
accepted nor shall additional time be granted to any potential Proposer.
B.
SUBMITTING PROPOSALS:
The required method of submitting your proposal is electronically through BidSync.
It is the sole responsibility of the proposer to ensure their proposal reaches BidSync, LLC before
the closing date and time. If you have any questions regarding the submittal of this proposal,
please contact BidSync at 1(800) 990-9339, for vendor support.
Late proposals shall not be accepted nor shall additional time be granted to any potential
Bidder/Offerer.
C.
REQUIRED PROPOSAL SUBMITTALS:
The submittals requested shall be included with the proposal response. Failure to include
required submittals may be cause for rejection of your proposal. The following are required for
your proposal to be considered and must be labeled with the following:
1.
Exhibit “A”
Proposal Transmittal Form
2.
Exhibit “B”
Proposal Questionnaire
3.
Exhibit “C, Part 2”
Line Item Budget
4.
Exhibit “D”
Previous Customer Reference Form
5.
Exhibit “E”
Signature Page
6.
Financial Information
Financial Information as required in Exhibit B, Section 8
(submitted in BidSync).
D.
PROPOSAL FORMAT AND CONTENT:
The format and content of the Proposal are as follows:
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1.
The Proposal may not exceed twenty-five (25) pages in length excluding exhibits,
and Financial Information requested in Exhibit B, Section 8. Audited financial statements
should be the last item in the proposal.
2.
Proposals must include completed versions of all forms included in the Exhibits to
this RFP. All other pages are to be single-sided, single-spaced, using 11 point Arial font
with one-inch margins.
3.
Identify the Proposal number and Proposer name on every page submitted.
4.
All pages of the Proposal must be numbered sequentially.
5.
Proposals must include a table of contents identifying all aspects of the proposal
(including exhibits and any addenda) with sufficient detail to facilitate easy reference to
all requested information.
6.
Proposals must address all elements in the Proposal Questionnaire (Exhibit B).
7.
Proposals must include a statement of acknowledgment that the Proposer has
reviewed the County of Yolo Standard Contract (Attachment I—Standard Contract, with
Exhibits) and has accepted it with or without qualification. If the proposer makes
qualifications, those qualifications must be identified and listed along with suggested
modifications to the contract. [Note: Exhibits A and B (the scope of work and budget
detail and payment provisions) for the contract, will be finalized during the contract
negotiation process.] If the proposer makes no qualifications to the Standard Contract,
including exhibits, then it shall be deemed that the proposer accepts these items without
reservation or any qualifications
8.
All forms and attachments that require signatures must be signed in blue ink for
inclusion in the original of the Proposal package. Signature stamps are not acceptable.
Proposers must submit evidence that the signatory is authorized to sign on behalf of and
commit the Proposer to the proposal.
E.
ADDENDA:
Any additional information not included in this solicitation which the County finds necessary and
material to responding to the RFP will be posted as an addendum on BidSync. Answers to
questions submitted through BidSync shall be considered addenda to the solicitation
documents.
F.
PRICING REQUIREMENTS:
When preparing cost worksheet, Contractor shall submit pricing as follows:
1. Personnel costs, including salaries and benefits.
2. Allowable operating expenses.
3. Indirect costs may not exceed fifteen percent (15%) of the total Budget.
4. List any revenues or other funding sources.
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Yolo County Health and Human Services Agency
Moving Beyond Depression RFP
Exhibit “A” – Proposal Transmittal Form
TRANSMITTAL FORM INFORMATION:
Proposer must send a brief letter, on company letterhead, addressed to Yolo County Health and Human
Services Agency, which provides the following information:
a) Proposer Contact Information:
PROPOSER AGENCY NAME:
ADDRESS:
Proposer Phone:
Proposer Fax:
Web Address:
CONTACT PERSON:
Name:
Contact Phone:
Contact Fax:
Title:
Contact E-mail:
b) A statement that the proposal is in response to this RFP, and includes the following:
 List of services that apply to this RFP (i.e: All Behavioral Health Services, Mental Health
Services only, or Substance Use Disorder Services only).
 Total Proposal Amount Requested
 Total Proposal Matching Funds (if applicable)
c) Affirm that the Proposer meets the minimum qualifications stated in this RFP and understands the
work to be done. Provide a statement demonstrating your firm’s or team’s ability to accomplish the
scope of services in a comprehensive and thorough manner to meet the needs of the County.
d) State the names of the persons who will be authorized to make representations for the Proposer, their
job titles, addresses, telephone numbers and e-mail addresses.
e) Each vendor's proposal and any clarifications to that proposal shall be signed by an officer of the
vendor company or a designated agent empowered to bind the firm in a contract.
f)
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The typed name and title, and original signature, of the individual who is authorized to commit the
contractor to the proposal. State that the person signing the letter is authorized to bind the Proposer.
(Contractor additionally to fill out supplied County Signature Page)
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Bid ADMHRFPCC1602
Exhibit B – Proposal Questionnaire
INSTRUCTIONS:

The Evaluation Criteria specified below will be used to score proposals as stated in the
RFP Section III, General Instructions and Information, Paragraph Q, Award of Proposal.

Proposers shall provide the information requested in the Evaluation Criteria specified
below, in the order given.
EVALUATION CRITERIA
1. General Company Information
a. Company Overview—provide an introduction and general description of your agency’s
background, nature of business activities and experience in providing the services
addressed by this RFP. If your agency is the subsidiary of a larger corporation, describe
the relationship and also the extent to which your parent corporation is financially
obligated to uphold the commitments made by your agency.
b. Agency background and depth of ability to ensure services are provided:
i.
Number of employees
ii. Describe your agency and include an organizational chart
iii. Applicable licenses, certifications, and expiration dates
iv. Partnering plans with local service providers.
2. Experience and Past Performance
a. How long has your agency provided Cognitive Behavioral Therapy and psychosocial
assessments? Required: A licensed clinician with a minimum of 3 years’ experience
working with perinatal mood & anxiety disorders and/or cognitive behavior therapy OR
an associate clinical social worker (ASW) or Marriage & Family Therapy Intern (MFTi)
with 1.5 years’ experience currently receiving supervision from a licensed clinician with
at least 5 years of experience in cognitive behavioral therapy.
b. Using Exhibit D (length may exceed one (1) page), provide Previous Customer
References with a list of contacts (including names, phone numbers, and date of original
contracts) for whom you have provided similar services during the past five (5) years.
Using Yolo County or its employees as references is not recommended.
c. Describe your experience working with other local governments in relation to the
provision of services similar to those outlined in this RFP.
3. Responsiveness/Responsibility
a. Provide a brief, not more than one (1), standard typewritten page, summary of your
understanding of your responsibilities should you be awarded this contract.
b. Has your agency, or any officer of your agency defaulted on a contract? If yes, explain.
c. Has your agency ever been suspended, decertified, or barred by any governmental
agency from providing services, even temporarily? If yes, explain. Include your DUNS
number which will be used to verify your status.
4. Proposer’s Approach to Project
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a. Provide a plan describing how the agency will provide quality and cost-effective
comprehensive In-Home Cognitive Behavior Therapy (IH-CBT) identified in the Scope of
Work for this RFP including but not limited to:
i.
Quality and cost-effective comprehensive IH-CBT services to treat maternal
depression.
ii.
Provide a brief (1 page) description of how the agency will staff the program
within the program requirements and funding limitations. Include resources and/or other
funding sources that you can utilize to enhance your capability to serve this
population/implement this program.
iii.
Describe how the services provided will be culturally competent and offered in
English and Spanish, and in appropriate languages for the population served. Note that
Russian and Spanish are threshold languages in Yolo County.
iv.
Describe your plan to incorporate evidence-based practice (EBP), and/or
Promising Practice (PP) models that will be utilized. The plan should identify and
describe specific EBPs and/or PP models and/or curricula you intend to use, how you
plan to maintain fidelity to the model[s], and, if applicable, how and why you plan to
modify the implementation of these model[s].
v.
Include a summary of how services will be coordinated and consumers will be
referred to other public and private treatment programs, including primary care health
services, as appropriate.
vi.
Include a sample report of the following data and outcome information, include
select data, including select demographic data as required by the Moving Beyond
Depression Program.

Number of referrals received and number of individuals served, by age,
gender and race/ethnicity/culture (if known).

Disposition/outcome of each referral.
vii.
Include a summary of your knowledge of the Cognitive Behavioral Therapy
services available in Yolo County, and surrounding counties, points of access and
referral process.
viii.
Include information on serving clients that may need emergency services of
have an urgent condition.
ix.
Provide a brief (1 page) description of how the agency could sustain this program
after the initial program funding has been exhausted.
5. Service Fees and Cost Containment Initiatives
Using Exhibit C, Part 2, provide a Line Item Budget listing expenses and revenues for the
services being proposed.
Here provide a Budget Narrative that at a minimum addresses the points below (five (5)
page maximum).
i.
Describes the costs of the overall project.
ii. Specifies the Cost Per Person Served and the rational.
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iii. Explains the justification for each line item in the budget and include detail that
describes what each item is, how the item relates to the project, and how the
amount shown was arithmetically determined.
iv. Discusses any additional sources of income that have been or will be leveraged to
support the project, including Medi-Cal if applicable. List source and amount of all
non-Yolo County income to be applied to project.
v. Describes the internal management and fiscal control systems for the single
agency or each partner agency, as appropriate.
vi. Describe one (1) or more recommendations for containment of costs or cost
efficiencies unique to your agency’s proposal and/or that you have implemented
relative to providing similar services as described herein while adhering to EBP or
PP Models.
6. Quality Assurance and Oversight
a. Describe your Agency’s Quality Assurance Program
b. Describe how cost avoidance will be achieved by providing In-Home Cognitive Behavior
Therapy services.
c. Describe how your agency selects, trains, and conducts background checks of your
staff.
d. How does your agency ensure qualified, trained staff?
7. Outputs and Outcome Measures
a. Describe how your agency will ensure fidelity to the EBP Models used.
b. Describe your capacity to collect data regarding populations served, services provided,
and other outcomes.
c. Identify what data points or types of information you intend to collect regarding service
provision and effectiveness and how you intend to use and report on this information.
8. Financial Information – (to be submitted at the end of the proposal per instructions in RFP
Section V, Paragraph B.)
a. A current credit rating from Dun & Bradstreet, Supplier Qualifier Report.
b. The last three (3) years of audited financial statements (in US dollars) of your agency
and indicate who audited the statements.
c. Sufficient information, as determined by the County to enable the County to determine
that the offerors financial health and capability are sufficient to meet the anticipated
contractual and usage requirements of any resulting agreement. The County is the sole
judge for making such a determination.
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Exhibit C Part 2 – Line Item Budget
See Exhibit C for Instructions
A B C
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
D
LINE ITEM BUDGET
E
F
Maximum Length 1 Page
Budget
EXPENDITURE
Treatment Cost
Personnel
Salaries
Benefits
Averaged Monthly
Budget
Subtotal Personnel
Operating
Sample line items:
Rent
Facility Repair and Maintenance
Utilities (Electricity, Water, Sewer)
Communication (Phone, Pager)
Equipment Acquisition
Equipment Lease
Equipment Repair & Maintenance
Travel (Rate $______/M)
Insurance
Licenses/Fees
Office Supplies
Publication/legal Notification
Information Technology
Medical Supplies
Staff Training
0
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
Subtotal Operating
Direct to Clients
Sample line items:
Client Food
Client Transportation
Client Incentives
0
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
0
0
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
0
0
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
0
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
Subtotal Direct to Clients
Total Treatment Cost
Non Treatment Cost
Administrative Cost (<=15% of Treatment Cost)
Total Non Treatment Cost
TOTAL EXPENDITURE
REVENUES
County Contract
Fees Collected
TOTAL REVENUE
Personnel Details
Position Title
Total
Budget FTE
0.00
Budget
Sal & Ben
0
Exhibit C Part 2 - Page 1 of 1
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Exhibit C – Line Item Budget Instructions
GENERAL INFORMATION
Budgets should be consistent with the level, type and scope of services and evaluation activities
to be provided. Budgets should reflect common business practices and be adequate to ensure
the success of the project. NOTE: “Yolo County Fiscal Year is July 1 – June 30”
Proposers proposing to bill Medi-Cal for those services that meet regulation must be certified or
have a plan to become certified Short-Doyle Medi-Cal providers in Yolo County through Yolo
County Alcohol, Drug and Mental Health. Proposers must take into consideration appropriate
time to become certified and costs associated with the billing process. Billing Short-Doyle MediCal will not increase the maximum available funding for contracts resulting from this RFP.
Proposers shall submit budget summary and narrative on Exhibit C Part 2 form.
1. BUDGET SUMMARY: up to one (1) pages in length
a. Proposer(s) must complete the Budget Summary indicating line item expenses, the total
amount of funding toward the project, and the amount requested from County for this
RFP for the period of July 1, 2016 – June 30, 2017.
b. The budget shall specifically record the exact cost amounts proposed. Said budget shall
incorporate all cost for the proposed scope of services for the total contract period. The
Cost Proposal shall record only the proposed cost as required, and shall not record any
other rates, amounts, or information. It shall not record any text that could be construed
as a qualification of the cost amounts proposed. If the Proposer fails to specify the
Budget Proposal as required, the County may determine the proposal to be
nonresponsive and reject it.
c. Personnel cost must include positions, salary, and Full Time Equivalent (FTE) (actual
percentage of time devoted to the project) for each position. If an agency provides fringe
benefits to part time employees, salary and fringe benefits must be pro-rated for non fulltime employees. Salaries are fixed compensation for services performed by staff that are
directly employed by the Proposer and are paid for on a regular basis. Employee
benefits and employer payroll taxes include employer’s contributions or expenses for
social security, employee’s life and health insurance plans, unemployment insurance,
pension plans, and other similar expenses that are approved by County. These
expenses are allowable when they are included in the project award and are in
accordance with the agency’s approved written policies.
d. Salaries and benefits of personnel involved in more than one project or projects must be
charged to each project based on the actual percentage of time spent on each project or
projects. The annualized actual percentage charged for a particular position (e.g.,
Project Director) cannot exceed the annual percentage approved in the project award.
Similarly, the dollar amount charged for a particular position also must not exceed the
dollar amount in the approved project award. Functional timesheets or an allocation plan
must be maintained which support the time charged to County projects.
e. Allowable operating expenses are defined as necessary expenditures exclusive of
personnel salaries, benefits and equipment. Such expenses include specific items
directly charged to the project. The expenses must be project-related (i.e., to further the
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Exhibit C – Line Item Budget Instructions
program objectives as defined in the project award) and be incurred (realized) during the
project period. County reserves the right to make the final determination if an operating
expense is allowable and necessary. Startup costs are included in the total amount
available, and shall be inclusive of any training, tools, equipment, supplies, licenses,
certifications etc. necessary to complete services. If startup costs are listed, they must
be listed as a line item separately from on-going operating expenses.
f.
Indirect costs may not exceed fifteen percent (15%) of the total Budget.
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Exhibit D – Previous Customer Reference Form
Contractor Name:
Please provide at least five customer references for whom you have performed a job similar in size and
scope, preferably California state or local government agencies or within the greater Sacramento area.
1. Company Name:
Address:
Contact Person:
Telephone:
E-Mail:
Services Provided:
Service Dates:
From:
To:
Contract Value:
$
From:
To:
Contract Value:
$
From:
To:
Contract Value:
$
2. Company Name:
Address:
Contact Person:
Telephone:
E-Mail:
Services Provided:
Service Dates:
3. Company Name:
Address:
Contact Person:
Telephone:
E-Mail:
Services Provided:
Service Dates:
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Yolo County
Bid ADMHRFPCC1602
Exhibit D – Previous Customer Reference Form
4. Company Name:
Address:
Contact Person:
Telephone:
E-Mail:
Services Provided:
Service Dates:
From:
To:
Contract Value:
$
From:
To:
Contract Value:
$
5. Company Name:
Address:
Contact Person:
Telephone:
E-Mail:
Services Provided:
Service Dates:
Form Completed By:
Name
Phone
Date
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Bid ADMHRFPCC1602
Exhibit E – Signature Page
Solicitation Name:
The undersigned supplier hereby certifies that he/she has read the document in its entirety,
understands the specifications, agrees to all instructions, terms, conditions, and addenda set forth in
this request. Supplier further certifies that the prices and terms submitted for said product(s) and/or
service(s) have been carefully reviewed and are submitted as correct and final, and shall be honored
for the length of time indicated in the request.
All paper submittals must be manually signed in ink in the appropriate space below. If submitting
electronically via BidSync, print name of “Authorized Person” in the space provided for signature.
I certify, under penalty of perjury, that I have the legal authorization to bind the firm hereunder:
Company Name
Address
City
State
Zip
Signature of Person Authorized to Sign
Printed Name
Title
Date
For clarification of this offer, contact:
Name:
Title:
Phone:
Fax:
Email:
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Bid ADMHRFPCC1602
EXHIBIT A
SERVICE CONTRACT INSURANCE REQUIREMENTS
A.
During the term of this Agreement, Contractor shall at all times maintain, at its expense,
the following coverages and requirements. The comprehensive general liability
insurance shall include broad form property damage insurance.
1.
Minimum Coverages (as applicable) - Insurance coverage shall be with limits not
less than the following:
a.
b.
c.
d.
2.
Comprehensive General Liability – $1,000,000/occurrence and
$2,000,000/aggregate
Automobile Liability – $1,000,000/occurrence (general) and
$500,000/occurrence (property) [include coverage for Hired and Nonowned vehicles.]
Professional Liability/Malpractice/Errors and Omissions –
$1,000,000/occurrence and $2,000,000/aggregate (If any engineer,
architect, attorney, accountant, medical professional, psychologist, or
other licensed professional performs work under a contract, the contractor
must provide this insurance. If not, then this requirement automatically
does not apply.)
Workers’ Compensation – Statutory Limits/Employers’ Liability $1,000,000/accident for bodily injury or disease (If no employees, this
requirement automatically does not apply.)
The County, its officers, agents, employees and volunteers shall be named as
additional insured on all but the workers’ compensation and professional liability
coverages. . [NOTE: Evidence of additional insured may be needed as a
separate endorsement due to wording on the certificate negating any
additional writing in the description box.] It shall be a requirement under this
agreement that any available insurance proceeds broader than or in excess of the
specified minimum Insurance coverage requirements and/or limits shall be
available to the Additional Insured. Furthermore, the requirements for coverage
and limits shall be (1) the minimum coverage and limits specified in this
Agreement; or (2) the broader coverage and maximum limits of coverage of any
Insurance policy or proceeds available to the named Insured; whichever is greater.
a. The Additional Insured coverage under the Contractor’s policy shall be
“primary and non-contributory” and will not seek contribution from the
County’s insurance or self insurance and shall be at least as broad as CG 20
01 04 13.
b. The limits of Insurance required in this agreement may be satisfied by a
combination of primary and umbrella or excess Insurance. Any umbrella or
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Bid ADMHRFPCC1602
excess Insurance shall contain or be endorsed to contain a provision that such
coverage shall also apply on a primary and non contributory basis for the
benefit of the County of Yolo (if agreed to in a written contract or agreement)
before the County’s own Insurance or self insurance shall be called upon to
protect it as a named insured.
3.
Said policies shall remain in force through the life of this Agreement and, with the
exception of professional liability coverage, shall be payable on a “per
occurrence” basis unless the County Risk Manager specifically consents in
writing to a “claims made” basis. For all “claims made” coverage, in the event
that the Contractor changes insurance carriers Contractor shall purchase “tail”
coverage covering the term of this Agreement and not less than three years
thereafter. Proof of such “tail” coverage shall be required at any time that the
Contractor changes to a new carrier prior to receipt of any payments due.
4.
The Contractor shall declare all aggregate limits on the coverage before
commencing performance of this Agreement, and the County’s Risk Manager
reserves the right to require higher aggregate limits to ensure that the coverage
limits required for this Agreement as set forth above are available throughout the
performance of this Agreement.
5.
Any deductibles or self-insured retentions must be declared to and are subject to
the approval of the County Risk Manager. All self-insured retentions (SIR) must
be disclosed to Risk Management for approval and shall not reduce the limits of
liability. Policies containing any SIR provision shall provide or be endorsed to
provide that the SIR may be satisfied either by the named Insured or Yolo
County.
6.
Each insurance policy shall be endorsed to state that coverage shall not be
suspended, voided, canceled by either party, reduced in coverage or in limits
except after thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the Director (ten (10) days for delinquent insurance
premium payments).
7.
Insurance is to be placed with insurers with a current A.M. Best's rating of no less
than A:VII, unless otherwise approved by the County Risk Manager.
8.
The policies shall cover all activities of Contractor, its officers, employees, agents
and volunteers arising out of or in connection with this Agreement.
9.
For any claims relating to this Agreement, the Contractor's insurance coverage
shall be primary, including as respects the County, its officers, agents, employees
and volunteers. Any insurance maintained by the County shall apply in excess of,
and not contribute with, insurance provided by Contractor's liability insurance
policy.
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10.
Bid ADMHRFPCC1602
The insurer shall waive all rights of subrogation against the County, its officers,
employees, agents and volunteers.
B.
Prior to commencing services pursuant to this Agreement, Contractor shall furnish the
County with original endorsements reflecting coverage required by this Agreement. The
endorsements are to be signed by a person authorized by that insurer to bind coverage on
its behalf. All endorsements are to be received by, and are subject to the approval of, the
County Risk Manager before work commences. Upon County’s request, Contractor shall
provide complete, certified copies of all required insurance policies, including
endorsements reflecting the coverage required by these specifications.
C.
During the term of this Agreement, Contractor shall furnish the County with original
endorsements reflecting renewals, changes in insurance companies and any other
documents reflecting the maintenance of the required coverage throughout the entire term
of this Agreement. The endorsements are to be signed by a person authorized by that
insurer to bind coverage on its behalf. Upon County’s request, Contractor shall provide
complete, certified copies of all required insurance policies, including endorsements
reflecting the coverage required by these specifications. Yolo County reserves the right to
obtain a full certified copy of any Insurance policy and endorsements. Failure to exercise
this right shall not constitute a waiver of right to exercise later.
D. Contractor agrees to include with all Subcontractors in their subcontract the same
requirements and provisions of this agreement including the indemnity and Insurance
requirements to the extent they apply to the scope of the Subcontractor’s work.
Subcontractors hired by Contractor agree to be bound to Contractor and the County of
Yolo in the same manner and to the same extent as Contractor is bound to the County of
Yolo under the Contract Documents. Subcontractor further agrees to include these same
provisions with any Sub-subcontractor. A copy of the Owner Contract Document
Indemnity and Insurance provisions will be furnished to the Subcontractor upon request.
The General Contractor/and or Contractor shall require all Subcontractors to provide a
valid certificate of insurance and the required endorsements included in the agreement
prior to commencement of any work and General Contractor/and or Contractor will
provide proof of compliance to the County of Yolo.
E. Contractor shall maintain insurance as required by this contract to the fullest amount
allowed by law and shall maintain insurance for a minimum of five years following the
completion of this project. In the event Contractor fails to obtain or maintain completed
operations coverage as required by this agreement, the County at its sole discretion may
purchase the coverage required and the cost will be paid by Contractor.
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Bid ADMHRFPCC1602
AGREEMENT NO. __-___
(Agreement for ________________)
THIS AGREEMENT (“Agreement”) is made and entered into this ____ day of
______________, 20_____, by and between the County of Yolo, a political subdivision of the
State of California (“County”) and ___________________, (describe legal status, e.g. a
California corporation; a Delaware corporation authorized to do business in this State; Alma
Doe, an individual doing business as AD Enterprises and authorized to do business in this State
and County; a California limited liability company; a California partnership consisting of general
partners Maria Doe and John Smith and various limited partners; etc) (“Contractor”).
[NOTES: 1. This form is illustrative only, as it is intended to give you a framework &
starting point for identifying contractual provisions that may be appropriate in any
given situation. 2. Any particular contract may present a unique set of circumstances
requiring identification, evaluation & discussion of the relevant issues, potential
performance problems & other problem areas, etc. This involves collaboration at the
program level, the departmental level, & w/other available resources (e.g., CAO, Risk
Manager, County Counsel, etc.). 3. Undertaking this collaborative process early in the
process of evaluating the desirability of a particular contract will enable you to better
understand the relevant issues as you move forward with the project, which in turn will
better enable you to provide & discuss the necessary information with venders early in
the negotiation process.]
WITNESSETH
WHEREAS, the County is authorized by Government Code Section 23004 to make contracts as
necessary for the exercise of its powers; and
(If applicable: WHEREAS, the County is authorized by Government Code Section 31000 to
contract with persons specially trained, experienced, expert and competent to perform special
services such as (describe special technical or professional services, such as architectural, legal,
engineering, etc; for further examples, see Gov’t Code Section 31000 and notes); and)
WHEREAS, the County desires to obtain (describe services, goods, and materials that the
County is seeking); and
[Note: if the Agreement is (or may be) governed (or funded in whole or in part by) another
contract, a grant document, etc. (e.g., a contract with the State or another entity, a State or
Federal grant, a private grant or contract, etc.), then appropriate references should be
included, e.g.: “WHEREAS, the County has entered into a contract with the State [brief
description], a copy of which has previously been provided to Contractor (State Agreement
No _________________, County Agreement No. ______________, ‘State contract’; and”;
there should also be appropriate references added to the substantive parts of the contract,
e.g., requiring the Contractor to comply with the provisions of the State contract]
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Bid ADMHRFPCC1602
[If applicable: “WHEREAS, the State contract requires that all subcontracts be governed by
and construed in accordance with all applicable laws, regulations, and contractual obligations set
forth in the State contract, and that all County subcontractors (including but not limited to
Contractor) comply with all terms and conditions of the State contract; and”]
WHEREAS, the County circulated and distributed a (describe method of seeking proposals, e.g.,
a request for proposals, a request for qualifications, a solicitation or request for bids, etc.), an
excerpt of which is attached as Exhibit A; and
WHEREAS, the Contractor submitted a proposal to (describe services, goods, and materials that
are the subject of the contract), an excerpt of which is attached as Exhibit B; and
WHEREAS, Contractor has represented and warrants to the County that it has the necessary
training, experience, expertise and competency to provide the services, goods and materials that
are described in this Agreement, at a cost to the County as herein specified; that it will be able to
perform the herein described services at minimum cost to the County by virtue of its current and
specialized knowledge of relevant data, issues, and conditions; and that it will do so in a manner
consistent with and furthering of the Values of Yolo County, a copy of which is hereto attached
as Exhibit C; and
WHEREAS, Contractor represents and warrants that neither Contractor, nor any of its officers,
agents, employees, contractors, subcontractors, volunteers, or five percent owners, is excluded or
debarred from participating in or being paid for participation in any Federal or State program;
and
WHEREAS, Contractor further represents and warrants that no conditions or events now exist
which give rise to Contractor or any of its officers, agents, employees, contractors,
subcontractors, volunteers or five percent owners being excluded or debarred from any Federal
or State program; and
WHEREAS, Contractor understands that the County is relying upon these representations in
entering into this Agreement.
NOW, THEREFORE, the County and the Contractor agree as follows:
I.
BASIC SERVICES
A.
Contractor shall furnish and perform the following services in accordance with
Exhibits A-__, and in a manner satisfactory to the (specify lead County Department
Head, e.g., County Administrative Officer, Director of General Services, AuditorController, Director of Planning and Public Works, Director of Alcohol, Drug and Mental
Health Services, etc. or his/her written designee (“Director”)[note: the term “Director”
is a generic term used for illustration; if the lead County official is the CAO, a
manager, etc; instead of using the term “Director” it will often be simpler to refer to
that person as “CAO,” “Manager.” Or some other short, descriptive term]):
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Bid ADMHRFPCC1602
(describe with adequate detail and specificity the products and services that will be
provided under the agreement, including the desired end products &/or results as
applicable). These services include the following tasks and subtasks:
Task 1: (Describe)
Subtask 1.1:
Subtask 1.2:
Subtask 1.3:
Subtask 1.4:
Subtask 1.5:
Subtask 1.6:
Subtask 1.7:
Subtask 1.8:
$_______.00
$_______.00
$_______.00
$_______.00
$_______.00
$_______.00
$_______.00
$_______.00
Task 2: (Describe)
Subtask 2.1:
Subtask 2.2:
Subtask 2.3:
Subtask 2.4:
Subtask 2.5:
Subtask 2.6:
$_______.00
$_______.00
$_______.00
$_______.00
$_______.00
$_______.00
[NOTE: In many cases this level of detailed "subtasks" may not be necessary. The
foregoing is simply intended to illustrate that particular tasks can be divided into
subtasks tied to a portion of the total compensation. Having more detail can avoid or
reduce surprises & disputes that might otherwise concerning the meaning and
interpretation of the contract at a later date.]
B.
More specifically, the Contractor shall provide the full range of services with
regard to the project described above, with the focus on: (a) _________________; (b)
_________________________; and (c) __________________________________.
Contractor will provide all facilities, equipment, personnel, labor and materials necessary
to provide the foregoing services in accordance with this Agreement.
C.
The complete contract shall include the following Exhibits attached hereto and
incorporated herein:
[NOTE: examples:]
Exhibit A
RFP Excerpt
Exhibit B
Proposal Excerpt
Exhibit C
Workers’ Comp. Certificate
[Etc.]
In the event of any conflict between any of the provisions of this Agreement
(including Exhibits), the provision that requires the highest level of performance from
Contractor for the County's benefit shall prevail.
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Bid ADMHRFPCC1602
D.
[the following provision may be helpful in some cases, but it will not apply in
all circumstances: ] Contractor shall comply with all applicable provisions of the State
contract(s), and those provisions are incorporated herein as if fully set forth in this place.
E.
[NOTE: (1) if the contract is with a CBO, the following may be
appropriate:] Contractor shall also comply with the terms and conditions set forth in
the County’s Accounting Handbook for CBOs and Contract Administration Manual for
CBOs (copies of which have previously been provided to Contractor).
F.
[Note: this would be subpara. “D” if the above provisions are not used]The
Director may approve modifications of the term, scheduling, billing rates, and allocation
of funds between the tasks and subtasks (if any) set forth above, provided that there is no
increase in the total compensation as set forth in Paragraph III of this Agreement.
II.
ADDITIONAL SERVICES
[NOTES: 1. A provision for additional services will often not be necessary (because
you have identified all required services beforehand & specified them in Paragraph I),
in which case this provision (and its counter-part in Paragraph III) should be omitted.
However, where the parties anticipate a real likelihood of the need for additional
services this provision may provide desirable flexibility after the contract is executed.
2. Where such a provision is desired, it should be limited to services that do not fall
within the scope of the basic services already required under the contract. Also, the
total costs of such additional services generally should not exceed 5-10% of the cost of
the basic services.]
The following services, insofar as they do not fall within the scope of the basic services
required of Contractor under Paragraph I hereinabove and cause the Contractor extra
expenses, and if authorized in advance in writing by the Director, shall also be provided
by Contractor:
A.
(Describe services that are contemplated but not included in the basic contract
price; anticipate questions regarding why the services are anticipated but not included in
the basic price) at a rate of $___ per hour.
B.
Additional work that is directly related to the services set forth in Paragraph I
above and requested in writing by the Director.
III.
COMPENSATION AND REIMBURSEMENT OF EXPENSES
A.
For the services described in Paragraph I above, and subject to the condition that
the services have been completed in a manner satisfactory to the Director or his/her
designee, Contractor shall be compensated as follows:
January 1 through September 30, 2009: Seventy-five dollars ($75.00) per hour;
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Bid ADMHRFPCC1602
October 1, 2004 through June 30, 2009: Eighty-five dollars ($85.00) per hour.
Provided, however, that the total amount of compensation to be paid to Contractor
for the services required by this Agreement shall not exceed _______________________
dollars ($_____.__). In the determination of hourly fees, time allotments shall be
calculated to one-tenth of an hour.
B.
[note: this may be applicable if the contract is funded by Medi-Cal or a
similar program that may change rates during a fiscal year & those rate changes
would automatically apply to the contract:] The foregoing notwithstanding, should the
Federal or State payment or reimbursement rates be increased or decreased by the Federal
or State government(s) during the term of this Agreement, then, upon the Director’s and
Auditor-Controller’s determination that such increases(s) and/or decrease(s) are
applicable to this Agreement, such new rates shall apply to this Agreement. In such an
instance, Contractor shall be compensated according to the new rates and the maximum
amount payable under this Agreement shall be adjusted accordingly.
C.
[Note this would only apply if additional services are anticipated as described
in Para. II above; this would be subpara. “C” if the above provision is not used]For
the services described in Paragraph II above, insofar as they do not fall within the scope
of the basic services required of Contractor under Paragraph I hereinabove and cause the
Contractor extra expenses, Contractor shall be compensated at the rate of $_____ per
hour; provided, however, that the amount of any such compensation shall not exceed
______________ dollars [NOTE: As noted above, the total costs of the additional
services generally should not exceed 5-10% of the cost of the basic services.]. In the
determination of hourly fees, time allotments shall be calculated to one-tenth of an hour.
D.
Contractor shall not be entitled to reimbursement for any expenses except as
specifically set forth in this Paragraph. The following expenses may be reimbursed if
they are incurred after prior written approval of the Director: [NOTE: itemize the
specific types of reimbursable expenses, e.g., copying, travel, etc. If travel is
reimbursable, the following is generally appropriate: “Travel expenses will only be
reimbursed within the limits and in the manner provided in County Policy for
County employees.”] Expenses will only be reimbursed upon the presentation of paid
invoices. [OR: The compensation set forth above includes reimbursement for all
expenses incurred by Contractor in the performance of this Agreement.]
[note: where funded by an external grant, contract, etc., something like the
following may also be appropriate in some circumstances:
E.
Any other provision of this Agreement notwithstanding, because this Agreement
is funded by the State Contract [grant, etc.], the County’s obligation to compensate
Contractor pursuant to this Agreement is contingent upon, and subject to, the County’s
receipt of such funding from the State, and the absence or removal of any constraints
imposed by the State upon such receipt and payment.
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IV.
Bid ADMHRFPCC1602
METHOD OF PAYMENT
A.
Within thirty (30) days of the completion of each subtask identified in Paragraph I
in a manner that is satisfactory to the Director, the Contractor shall submit an invoice
detailing the services provided, the person(s) providing the service, the amount of time
spent by each person providing the service calculated to the one-tenth of an hour, the rate
per hour charged for each person providing service, and an itemization of the actual
expenses for which reimbursement is requested. Any claim for additional services
pursuant to Paragraph II shall also include a copy of the Director’s written approval in
advance of such services being provided. If requested by the County, Contractor shall
provide any further documentation to verify the compensation and reimbursement sought
by Contractor.
B.
Within fifteen (15) calendar days of the receipt of Contractor’s detailed invoice,
the Director shall either authorize payment or advise Contractor in writing of any
concerns that the Director has with the invoice and any need for further documentation.
C.
Within thirty (30) calendar days of the Director’s authorization for payment of an
invoice, the County Auditor-Controller shall either issue the payment or advise
Contractor in writing of any concerns that the County Auditor-Controller has with the
request and any need for further documentation.
[note: this may be appropriate in some contracts:
D.
Notwithstanding anything to the contrary in this Agreement, an amount equal to
five (5%) of each monthly invoice submitted by Contractor shall be withheld until
completion of the project to the satisfaction of the Director. Upon such completion, and
if Contractor is otherwise in full compliance with the terms of this Agreement, the
County shall promptly remit all withheld monies to Contractor.
V.
REPORTS
[note: this will not apply to many contracts, but it may be very helpful in some contexts; to
determine its applicability to a particular contract, the individual circumstances will have
to be examined]
A.
Contractor shall provide such reports as are required elsewhere by this
Agreement, and such additional information and reports relating to the services otherwise
required by this Agreement as are reasonably requested by the Director, as the times and
in the manner specified by this Agreement, or by the Director if not so specified. Any
other provision of this Agreement notwithstanding, should Contractor fail to provide any
report required by this Agreement in a timely manner and as otherwise set forth in this
Agreement, County may withhold any payments otherwise due Contractor pursuant to
this Agreement, and any other agreement between Contractor and County, until such
report is properly submitted as determined by the Director.
B.
County shall provide Contractor with all information pertinent to the services
required of Contractor by this Agreement which is requested by Contractor and which is
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Bid ADMHRFPCC1602
within County's possession. No charge will be made for these materials.
VI.
OWNERSHIP OF DOCUMENTS AND WORK PRODUCTS
All professional and technical documents and information developed under this Agreement, and
all work products, including writings, work sheets, reports, and related data, materials,
copyrights and all other rights and interests therein, shall become the property of the County, and
Contractor agrees to deliver and assign the foregoing to the County, upon completion of the
services hereunder or upon any earlier termination of this Agreement. Contractor assigns the
work products, as and when the same shall arise, for the full terms of protection available
throughout the world. In addition, basic data prepared or obtained under this Agreement shall be
made available to the County without restriction or limitation on their use.
No additional charge will be made for any of the foregoing.
VII.
RECORDS; ACCESS, RETENTION
Contractor shall retain and make available for review by the County and its designees all records,
documents, and general correspondence relating to this Agreement and the services required
hereunder for a period of not less than five (5) years after receipt of final payment or until all
pending audits and proceedings are completed, whichever is later. [NOTES: (1) the County
Auditor-Controller’s CBO Accounting Handbook requires retention of certain financial
records for 5 years; (2) your program may also be subject to external requirements that
records be retained a longer period of time; or (3) you may want a longer retention period for
internal reasons. If any of these applies, use the longer retention period instead of four (4)
years.] Contractor shall make such records available for inspection and copying by the County
and its designees at any reasonable time. At least thirty (30) calendar days prior to any
destruction of these records following the four years, Contractor shall notify the Director. Upon
such notification, the Director shall either agree to the destruction or authorize the records to be
forwarded to the County for further retention.
VIII. DISPUTES
Any dispute arising under this Agreement shall be decided by the County Administrative Officer
who shall put his or her decision in writing and mail a copy thereof to the address for the notice
to Contractor. The decision of the County Administrative Officer shall be final unless, within
thirty (30) days from the date such copy is mailed to Contractor, Contractor appeals the decision
in writing to the County Board of Supervisors. Any such written appeal shall detail the reasons
for the appeal and contain copies of all documentation supporting Contractor's position. In
connection with any appeal proceeding under this paragraph, Contractor shall be afforded the
opportunity to be heard and offer evidence in support of its appeal to the County Board of
Supervisors at a regular Board meeting. Pending a final decision of the dispute, Contractor shall
proceed diligently with the performance of this Agreement and in accordance with the County
Administrative Officer's decision. The decision of the County Board of Supervisors on the
appeal shall be final for purposes of exhaustion of administrative remedies.
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IX.
Bid ADMHRFPCC1602
TERM AND TERMINATION
A.
The term of this Agreement shall be from ____ through ________________
unless sooner terminated as hereinafter provided.[NOTE: County policy generally
permits contracts up to 3 years for ongoing contracts carrying out stable programs.
Shorter terms may be appropriate in many instances (e.g., short-term projects), and
longer terms may also be justified by a department in appropriate circumstances.]
B.
Should either party fail to substantially perform its obligations in accordance with
this Agreement, the other party may notify the defaulting party of such default in writing
and provide not less than thirty (30) days to cure the default. Such notice shall describe
the default, and shall not be deemed a forfeiture or termination of this Agreement. If
such default is not cured within said thirty day period (or such longer period as is
specified in the notice or agreed to by the parties), the party that gave notice of default
may terminate this Agreement upon not less than fifteen (15) days advance written
notice. In the event of such termination based upon Contractor default, the County
reserves the right to purchase or obtain the supplies or services elsewhere, and Contractor
shall be liable for the difference between the prices set forth herein and the actual cost
thereof to the County. The foregoing notwithstanding, neither party waives the right to
recover damages against the other for breach of this Agreement.
C.
This Agreement is subject to the County, the State of California and the United
States appropriating and approving sufficient funds for the activities required of the
Contractor pursuant to this Agreement. If the County's adopted budget and/or its receipts
from the State of California and the United States do not contain sufficient funds for this
Agreement, the County may terminate this Agreement by giving ten (10) days advance
written notice thereof to the Contractor, in which event the County shall have no
obligation to pay the Contractor any further funds or provide other consideration and the
Contractor shall have no obligation to provide any further services pursuant this
Agreement. If the County terminates the Agreement pursuant to this subparagraph, the
County will pay Contractor in accordance with this Agreement for all services performed
to the satisfaction of the Director before such termination and for which funds have
appropriated as required by law. [NOTE: This "non-appropriations" clause is
particularly important in contracts whose term may carry over into a subsequent
fiscal year.]
[NOTE: In some cases the following may be appropriate; however, particular care
should be exercised before using this provision when contracting with an individual
contractor: D. This Agreement may be terminated for any reason by either party at any
time during its term, by giving (e.g., 30 days, 45 days, 60 days, 180 days, etc) days'
written notice to the other party. (Note: the particular period of notice that is
appropriate for any given contract will vary depending upon the circumstances,
including the services being provided and the term of the agreement.)]
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E.
If Contractor, or any of its officers, agents, employees, contractors,
subcontractors, volunteers or five percent owners, becomes excluded, debarred or
suspended from participation in Federally or State funded programs, the County may
terminate this Agreement by giving ten (10) days advance written notice thereof to the
Contractor.
F.
Upon termination of this Agreement or suspension of work by either County or
Contractor, Contractor shall furnish to County all documents and drawings prepared
under this Agreement, whether complete or incomplete. In the event of termination for
any reason, reproducible copies of all finished or unfinished documents, drawings, maps,
models, photographs, and reports prepared by Contractor shall become the sole and
exclusive property of Yolo County and Contractor shall be entitled to receive
compensation for any work completed on such documents and other materials determined
by the Director to be of satisfactory quality and within the terms and conditions of this
Agreement. All creative work undertaken by Contractor such as sketches, copy,
dummies and all preparatory work for which Contractor is not compensated by the
County shall remain the sole and exclusive property of the Contractor.
G.
During and following the term of this Agreement, Contractor shall not use,
distribute or otherwise circulate any of the materials developed pursuant to this
Agreement and for which Contractor was compensated by the County without the express
written permission of the Director.
X.
APPLICABLE LAWS
A.
In the performance of the services required by this Agreement, Contractor shall
comply with all applicable Federal, State, and County statutes, ordinances, regulations,
directives and laws. This Agreement is also subject to any additional restrictions or
conditions that may be imposed upon the County by the Federal or State government.
B.
This Agreement shall be deemed to be executed within the State of California and
construed in accordance with and governed by the laws of the State of California. Any
action or proceeding arising out of this Agreement shall be filed and resolved in a
California State court located in Woodland, California. Contractor waives any removal
rights it might have under State or Federal law.
XI.
NON-DISCRIMINATION IN SERVICES AND BENEFITS
Contractor certifies that any service provided pursuant to this Agreement shall be without
discrimination based on color, race, creed, national origin, religion, sex, age, sexual preferences,
or physical or mental disability in accordance with all applicable Federal, State and County laws
and regulations and any administrative directives established by the County Board of Supervisors
or the County Administrative Officer. For the purpose of this Agreement, distinctions on the
grounds of color, race, creed, national origin, religion, sex, age, sexual preferences, or physical
or mental disability include but are not limited to the following: denying a participant any service
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or benefit which is different, or is provided in a different manner or at a different time from that
provided to other participants under this Agreement; subjecting a participant to segregation or
separate treatment in any way in the enjoyment or any advantage or privilege enjoyed by others
receiving any service or benefit; treating a participant differently from others in determining
whether the participant has satisfied any admission, enrollment quota, eligibility, membership, or
other requirement or condition which individuals must meet in order to be provided any service
or benefit; and the assignment of times or places for the provision of services.
XII.
CONTRACTOR'S RESPONSIBILITIES
A.
Contractor shall exercise all of the care and judgment consistent with good
practices in the performance of the services required by this Agreement.
B.
[the indemnification provisions that follow offer options; the first provisions
is preferred from a risk management standpoint because it provides very broad
protection of the County’s interests; if this first provision is not acceptable, the
second provision can be used with the approval of the County’s Risk Manager,
although it offers less protection than the first] [either:] With the exception that this
section shall in no event be construed to require indemnification by Contractor to a
greater extent than permitted under the public policy of the State of California, Contractor
shall indemnify, defend and hold harmless the County of Yolo, officers, agents,
employees and volunteers from and against any and all claims, damages, demands,
losses, defense costs, expenses (including attorney fees) and liability of any kind or
nature arising out of or resulting from performance of the work, provided that any such
claim, damage, demand, loss, cost, expense or liability is caused in whole or in part by
any negligent or intentional act or omission of the contractor, any subcontractor, anyone
directly or indirectly employed by any of them or anyone for whose acts any of them may
be liable, regardless of whether or not it is caused in part by a party indemnified
hereunder. Contractor and/or Subcontractor’s responsibility for such defense and
indemnity obligations shall survive the termination or completion of this agreement for
the full period of time allowed by law. The defense and indemnification obligations of
this agreement are undertaken in addition to, and shall not in any way be limited by, the
insurance obligations contained in this agreement.
[or:]With the exception that this section shall in no event be construed to require
indemnification by Contractor to a greater extent than permitted under the public policy
of the State of California, Contractor shall indemnify, defend and hold harmless the
County of Yolo, its officers, agents, employees and volunteers from and against any and
all claims, damages, demands, losses, defense costs, expenses (including attorney fees)
and liability of any kind or nature arising out of, or as a result of, litigation or
administrative proceeding(s), alleged to arise out of:
1.
any negligent act, error or omission of Contractor, its officers, agents or
employees, in performing the services, responsibilities or duties required of Contractor by
this Agreement; or
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2.
any breach of any statutory, regulatory, contractual or legal duty of any kind
related, directly or indirectly, to the services, responsibilities or duties required of
Contractor by this Agreement.
Responsibility for such defense and indemnity obligations shall survive the termination
or completion of this agreement for the full period of time allowed by law. The defense
and indemnification obligations of this agreement are undertaken in addition to, and shall
not in anyway be limited by, the insurance obligations contained in this agreement.
C. [This clause should be added to all Agreements that may include the use of
Subcontractor(s)]: Subcontractor agrees to be bound to the General Contractor/or
Contractor and the County of Yolo in the same manner and to the same extent as General
Contractor/or Contractor is bound to the County of Yolo under the Contract Documents.
Subcontractor further agrees to include the same requirements and provisions of this
agreement, including the indemnity and Insurance requirements, with any Subsubcontractor to the extent they apply to the scope of the Sub-subcontractor’s work. A
copy of the County of Yolo Contract Document Indemnity and Insurance provisions will
be furnished to the Subcontractor upon request.
In providing any defense under this Paragraph, Contractor shall use counsel reasonably
acceptable to the County Counsel.
XIII. PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE
[NOTES: 1. These provisions are illustrative only. In many cases, professional
liability insurance (malpractice insurance) isn't necessary, while other situations may
suggest different types of insurance. Many situations also do not require $1M/$2M
levels of insurance. 2. Risk Management issues (including the types & amounts of
recommended insurance & significant indemnification issues) should be evaluated
early in the process of evaluating the desirability of a particular contract, in
consultation with the County's Risk Manager & YCPARMIA as appropriate; this will
enable you to provide & discuss the necessary information with venders early in the
negotiation process.]
A.
During the term of this Agreement, Contractor shall at all times maintain, at its
expense, the following coverages and requirements. The comprehensive general liability
insurance shall include broad form property damage insurance.
1.
Minimum Coverages (as applicable). Insurance coverage shall be with
limits not less than the following:
[note: the following limits need to be reviewed based upon the scope of services,
nature of the contractor, etc.; please review with Risk Management]
a.
Comprehensive General Liability – $1,000,000/occurrence and
$2,000,000/aggregate
b.
Automobile Liability – $1,000,000/occurrence (general) and
$500,000/occurrence (property) (include coverage for Hired and Non-
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owned vehicles)
c.
Professional Liability/Malpractice/Errors and Omissions –
$1,000,000/occurrence and $2,000,000/aggregate (If any engineer,
architect, attorney, accountant, medical professional, psychologist, or
other licensed professional performs work under a contract, the contractor
must provide this insurance. If not, then this requirement automatically
does not apply.)
d.
Workers’ Compensation – Statutory Limits/Employers’
Liability - $1,000,000/accident for bodily injury or disease (If no
employees, this requirement automatically does not apply.)
2.
The County, its officers, agents, employees and volunteers shall be named
as additional insured on all but the workers’ compensation and professional
liability coverages. [NOTE: Evidence of additional insured may be needed as
a separate endorsement due to wording on the certificate negating any
additional writing in the description box.] It shall be a requirement under this
agreement that any available insurance proceeds broader than or in excess of the
specified minimum Insurance coverage requirements and/or limits shall be
available to the Additional Insured. Furthermore, the requirements for coverage
and limits shall be (1) the minimum coverage and limits specified in this
Agreement; or (2) the broader coverage and maximum limits of coverage of any
Insurance policy or proceeds available to the named Insured; whichever is greater.
a.
The Additional Insured coverage under the Contractor’s policy
shall be “primary and non-contributory” and will not seek contribution
from the County’s insurance or self insurance and shall be at least as broad
as CG 20 01 04 13.
b.
The limits of Insurance required in this agreement may be satisfied
by a combination of primary and umbrella or excess Insurance. Any
umbrella or excess Insurance shall contain or be endorsed to contain a
provision that such coverage shall also apply on a primary and non
contributory basis for the benefit of the County of Yolo (if agreed to in a
written contract or agreement) before the County’s own Insurance or self
insurance shall be called upon to protect it as a named insured.
3.
Said policies shall remain in force through the life of this Agreement and,
with the exception of professional liability coverage, shall be payable on a “per
occurrence” basis unless the County Risk Manager specifically consents in
writing to a “claims made” basis. For all “claims made” coverage, in the event
that the Contractor changes insurance carriers Contractor shall purchase “tail”
coverage covering the term of this Agreement and not less than three years
thereafter. Proof of such “tail” coverage shall be required at any time that the
Contractor changes to a new carrier prior to receipt of any payments due.
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4.
The Contractor shall declare all aggregate limits on the coverage before
commencing performance of this Agreement, and the County’s Risk Manager
reserves the right to require higher aggregate limits to ensure that the coverage
limits required for this Agreement as set forth above are available throughout the
performance of this Agreement.
5.
Any deductibles or self-insured retentions must be declared to and are
subject to the approval of the County Risk Manager. All self-insured retentions
(SIR) must be disclosed to Risk Management for approval and shall not reduce
the limits of liability. Policies containing any SIR provision shall provide or be
endorsed to provide that the SIR may be satisfied either by the named Insured or
Yolo County.
6.
Each insurance policy shall be endorsed to state that coverage shall not be
suspended, voided, canceled by either party, reduced in coverage or in limits
except after thirty (30) days’ prior written notice by certified mail, return receipt
requested, has been given to the Director (ten (10) days for delinquent insurance
premium payments).
7.
Insurance is to be placed with insurers with a current A.M. Best’s rating of
no less than A:VII, unless otherwise approved by the County Risk Manager.
8.
The policies shall cover all activities of Contractor, its officers,
employees, agents and volunteers arising out of or in connection with this
Agreement.
9.
For any claims relating to this Agreement, the Contractor’s insurance
coverage shall be primary, including as respects the County, its officers, agents,
employees and volunteers. Any insurance maintained by the County shall apply in
excess of, and not contribute with, insurance provided by Contractor’s liability
insurance policy.
10.
The Contractor shall waive all rights of subrogation against the County, its
officers, employees, agents and volunteers.
B.
Prior to commencing services pursuant to this Agreement, Contractor shall
furnish the County with original endorsements reflecting coverage required by
this Agreement. The endorsements are to be signed by a person authorized by that
insurer to bind coverage on its behalf. All endorsements are to be received by, and
are subject to the approval of, the County Risk Manager before work commences.
Upon County’s request, Contractor shall provide complete, certified copies of all
required insurance policies, including endorsements reflecting the coverage
required by these specifications.
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C.
During the term of this Agreement, Contractor shall furnish the County with
original endorsements reflecting renewals, changes in insurance companies and
any other documents reflecting the maintenance of the required coverage
throughout the entire term of this Agreement. The endorsements are to be signed
by a person authorized by that insurer to bind coverage on its behalf. Upon
County’s request, Contractor shall provide complete, certified copies of all
required insurance policies, including endorsements reflecting the coverage
required by these specifications. Yolo County reserves the right to obtain a full
certified copy of any Insurance policy and endorsements. Failure to exercise this
right shall not constitute a waiver of right to exercise later.
D.
Contractor agrees to include with all Subcontractors in their subcontract the same
requirements and provisions of this agreement including the indemnity and
Insurance requirements to the extent they apply to the scope of the
Subcontractor’s work. Subcontractors hired by Contractor agree to be bound to
Contractor and the County of Yolo in the same manner and to the same extent as
Contractor is bound to the County of Yolo under the Contract Documents.
Subcontractor further agrees to include these same provisions with any Subsubcontractor. A copy of the Owner Contract Document Indemnity and Insurance
provisions will be furnished to the Subcontractor upon request. The General
Contractor/and or Contractor shall require all Subcontractors to provide a valid
certificate of insurance and the required endorsements included in the agreement
prior to commencement of any work and General Contractor/and or Contractor
will provide proof of compliance to the County of Yolo.
E.
Contractor shall maintain insurance as required by this contract to the fullest
amount allowed by law and shall maintain insurance for a minimum of five years
following the completion of this project. In the event contractor fails to obtain or
maintain completed operations coverage as required by this agreement, the
County at its sole discretion may purchase the coverage required and the cost will
be paid by Contractor.
XIV. WORKERS’ COMPENSATION
Contractor shall provide workers’ compensation coverage as required by State law, and prior to
commencing services pursuant to this Agreement shall file the following statement with the
County in a form substantially as set forth below.
[NOTE: The Workers’ Compensation requirements in the following paragraphs don’t
apply if the contractor is an individual and has no employees. In such circumstances, the
contractor should sign a certificate of exemption form as attached hereto.]
WORKERS’ COMPENSATION CERTIFICATE
I am aware of the provisions of Section 3700 of the Labor Code that require every
employer to be insured against liability for workers’ compensation or to undertake self-
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insurance in accordance with the provisions of that Code, and I will comply with such
provisions before commencing any services required by this Agreement.
The person executing this certificate on behalf of Contractor affirmatively represents that
she/he has the requisite legal authority to do so on behalf of Contractor, both the person
executing this Agreement on behalf of Contractor and Contractor understand that the
County is relying on this representation in entering into this Agreement.
XV.
NOTICE
A.
All notices shall be deemed to have been given when made in writing and
delivered or mailed to the respective representatives of County and Contractor at their
respective addresses as follows:
Contractor:
Attn:
County:
Attn:
B.
In lieu of written notice to the above addresses, any party may provide notices
through the use of facsimile machines provided confirmation of delivery is obtained at
the time of transmission of the notices and provided the following facsimile telephone
numbers are used:
Contractor:
County:
(530)
C.
Any party may change the address or facsimile number to which such
communications are to be given by providing the other parties with written notice of such
change at least fifteen (15) calendar days prior to the effective date of the change.
D.
All notices shall be effective upon receipt and shall be deemed received through
delivery if personally served or served using facsimile machines, or on the fifth (5th) day
following deposit in the mail if sent by first class mail.
XVI. CONFLICT OF INTEREST
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A.
Contractor shall comply with the laws and regulations of the State of California
and County regarding conflicts of interest, including, but not limited to, Article 4 of
Chapter 1, Division 4, Title 1 of the California Government Code, commencing with
Section 1090, and Chapter 7 of Title 9 of said Code, commencing with Section 87100
including regulations promulgated by the California Fair Political Practices Commission.
B.
Contractor covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of Contractor's obligations and responsibilities hereunder. Contractor
further covenants that in the performance of this Agreement, no person having any such
interest shall be employed. This covenant shall remain in force until Contractor
completes performance of the services required of it under this Agreement.
C.
Contractor agrees that if any fact comes to its attention that raises any question as
to the applicability of any conflict of interest law or regulation, Contractor will
immediately inform the County and provide all information needed for resolution of the
question.
XVII. COVENANT AGAINST CONTINGENT FEES
Contractor warrants that it has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that it has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee,
commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or
resulting from the award or making this agreement. For breach or violation of this warranty, the
County shall have the right to annul this agreement without liability, or in its discretion to deduct
from the agreement price or consideration, or otherwise recover, the full amount of such fee,
commission, percentage, brokerage fee, gift or contingent fee.
XVIII. AUDITS
[note: this language may not be necessary for many contracts, but in some contexts
it may be required by a State agreement or regulation, & you may find this or something
similar to be helpful in some situations where it is not mandated]
A.
Contractor shall be subject to examination and audit by the State or the County, or
both, throughout the term of this Agreement and thereafter for a period of three years
from the date that final payment is made pursuant to this Agreement. This does not
preclude access to records by County, State, the Comptroller General of the United
States, or any of their authorized representatives, as otherwise provided by this
Agreement, the State contract, or State or Federal laws and regulations. Contractor
agrees that County and/or State has the right to review, obtain, and copy all records
pertaining to the performance of this Agreement, and agrees to provide County and/or
State with any and all relevant information requested.
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B.
Any and all books, records, and facilities maintained by Contractor related to
services provided under this Agreement may be audited, inspected and copied at any time
during normal business hours. Unannounced visits may be made at the discretion of the
County or State. Employees who might reasonably have information related to such
records may be interviewed. All expenditures of State and federal funds furnished to
Contractor pursuant to this Agreement are subject to audit by County, State and/or
Federal representatives. Such audits shall consider and build upon external independent
audits performed pursuant to audit requirements of the Office of Management and Budget
(OMB) Circular A-133 as described in Paragraph C below.
C.
Should Contractor expend $500,000 or more in Federal funds during any fiscal
year, Contractor shall furnish County a certified copy of an Audit Report from an
independent CPA firm covering the Contractor's preceding fiscal year of January 1
through December 31. This Audit shall be performed in accordance with OMB Circular
A-133 and conducted in accordance with generally accepted government auditing
standards as described in Government Auditing Standards (1994 Revision), and provided
in a form satisfactory to the Director.
Contractor shall provide this Audit Report no later than July 31 of each year. In
the event that this Agreement expires or is terminated on a date other than December 31,
Contractor shall provide County such an Audit Report covering the preceding period of
January 1 through the date of expiration or termination no later than July 31 after the date
of expiration or termination. Contractor shall ensure that audit work papers supporting
the report are retained for a period of three (3) years from the date of the audit report, and
longer if notified by the State or County to extend the retention period, and are made
available to the State and/or County upon request.
D.
Should an Audit Report or any State or County audit determine that Contractor
has misspent funds and been overpaid based on the requirements of this Agreement and
applicable laws and regulations, County shall demand repayment from Contractor in the
amount of such audit findings and withhold any payment otherwise due under this
Agreement until Contractor repays such amount. Contractor shall repay County such
amount within sixty (60) days of the date of the County's demand for repayment. Should
Contractor fail to repay County within sixty (60) days of the date of County's demand for
repayment, the County may offset the amount due from Contractor against any amounts
that would otherwise be due from the County to Contractor pursuant to this Agreement or
any other agreement or source.
E.
Any failure or refusal by Contractor to permit access to any facilities, books,
records or other information required to be provided to the State &/or the County by this
Agreement &/or the State contract shall constitute an express and immediate breach of
this Agreement.
XIX. ASSIGNMENT AND SUBCONTRACTS
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The services and obligations required of Contractor under this Agreement are not assignable in
whole or in part. In addition, Contractor shall not subcontract any portion of the services
required of Contractor by this Agreement without the express written consent of the Director. If
any portion of the services required of Contractor are subcontracted, the subcontractor(s) shall
maintain the same insurance as required of Contractor by this Agreement and Contractor shall be
fully responsible to the County for all work undertaken by subcontractors.
XX.
STATUS OF CONTRACTOR
A.
It is understood and agreed by all the parties hereto that Contractor is an
independent contractor and that no relationship of employer-employee exists between the
County and Contractor. Neither Contractor nor Contractor's assigned personnel shall be
entitled to any benefits payable to employees of the County. Contractor hereby
indemnifies and holds the County harmless from any and all claims that may be made
against the County based upon any contention by any third party that an employeremployee relationship exists by reason of this Agreement or any services provided
pursuant to this Agreement.
B.
It is further understood and agreed by all the parties hereto that neither Contractor
nor Contractor's assigned personnel shall have any right to act on behalf of the County in
any capacity whatsoever as an agent or to bind the County to any obligation whatsoever.
C.
It is further understood and agreed by all the parties hereto that Contractor must
issue any and all forms required by Federal and State laws for income and employment
tax purposes, including W-2 and 941 forms, for all of Contractor's assigned personnel.
XXI. AMENDMENT
This Agreement may be amended only by written instrument signed by the County and
Contractor. [Note: where applicable: “; provided, however, that the County may
unilaterally amend this Agreement, in whole or in part, to reflect any changes to the State
Contract [or “contracts,” “grant,” etc., as appropriate].”
XXII. WAIVER
The waiver by the County or any of its officers, agents or employees or the failure of the County
or its officers, agents or employees to take action with respect to any right conferred by, or any
breach of any obligation or responsibility of this Agreement shall not be deemed to be a waiver
of such obligation or responsibility, or subsequent breach of same, or of any terms, covenants or
conditions of this Agreement.
XXIII. AUTHORIZED REPRESENTATIVE
The person executing this Agreement on behalf of Contractor affirmatively represents that she/he
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has the requisite legal authority to enter into this Agreement on behalf of Contractor and to bind
Contractor to the terms and conditions of this Agreement. Both the person executing this
Agreement on behalf of Contractor and Contractor understand that the County is relying on this
representation in entering into this Agreement.
XXIV. PUBLIC RECORDS ACT
Upon its execution, this Agreement (including all exhibits and attachments) shall be subject to
disclosure pursuant to the California Public Records Act.
XXV. ADDITIONAL PROVISIONS
A.
Where there is a doubt as to whether a provision of this document is a covenant or
a condition, the provision shall carry the legal effect of both. Should the County choose
to excuse any given failure of Contractor to meet any given condition, covenant or
obligation (whether precedent or subsequent), that decision will not be, or have the legal
effect of, a waiver of the legal effect in subsequent circumstances of either that condition,
covenant or obligation or any other found in this document. All conditions, covenants
and obligations continue to apply no matter how often County may choose to excuse a
failure to perform them.
B.
Except where specifically stated otherwise in this document, the promises in this
document benefit the County and Contractor only. They are not intended to, nor shall
they be interpreted or applied to, give any enforcement rights to any other persons
(including corporate) which might be affected by the performance or non-performance of
this Agreement, nor do the parties hereto intend to convey to anyone any “legitimate
claim of entitlement” with the meaning and rights that phrase has been given by case law.
C.
[note: this language may not be necessary for many contracts, but in some
contexts it may be required by a State agreement or regulation, & you may find this
or something similar to be helpful in some situations where it is not mandated]
1 By signing this agreement, the Contractor agrees to comply with applicable
Federal suspension and debarment regulations including, but not limited to, 7
CFR Part 3017, 45 CFR 76, 40 CFR 32 or 34 CFR 85.
2. By signing this agreement, the Contractor certifies to the best of its knowledge
and belief, that it and its principals:
a. Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded by any federal department or agency;
b. Have
not
within
a
three-year
period
preceding
this
application/proposal/agreement been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public
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(Federal, State or local) transaction or contract under a public transaction;
violation of Federal or State antitrust statutes or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of
records, making false statements, or receiving stolen property;
c. Are not presently indicted for or otherwise criminally or civilly charged by
a governmental entity (Federal, State or local) with commission of any of
the offenses enumerated in Paragraph 2(b) herein;
d. Have not within a three-year period preceding this application/proposal/
agreement had one or more public transactions (Federal, State or local)
terminated for cause or default;
e. Shall not knowingly enter into any lower tier covered transaction with a
person who is proposed for debarment under federal regulations (i.e., 48
CFR part 9, subpart 9.4), debarred, suspended, declared ineligible, or
voluntarily excluded from participation in such transaction, unless
authorized by the State; and
f. Will included a clause entitled, “Debarment and Suspension Certification”
that essentially sets forth the provisions herein, in all lower tier covered
transactions and in all solicitations for lower tier covered transactions.
3. If the Contractor is unable to certify to any of the statements in this certification,
the Contractor shall submit an explanation to the County program funding this
Agreement, and the County shall have the option of terminating this Agreement
immediately or at any time thereafter, upon giving Contractor written notice of
such termination, if the explanation is not found satisfactory by the County in its
sole discretion.
4. The terms and definitions herein have the meanings set out in the Definitions and
Coverage sections of the rules implementing Federal Executive Order 12549.
5. If the Contractor knowingly violates this certification, in addition to other
remedies available to the Federal Government, the County may terminate this
Agreement at any time upon giving Contractor written notice of such termination.
D.
Contractor shall comply with, and shall ensure that its officers, agents, employees,
participants and volunteers comply with, the Health Insurance Portability and
Accountability Act of 1996 and its implementing regulations, and the privacy and
security requirements set forth in Exhibit D attached hereto.
[note: Exhibit D represents the County's current draft of provisions complying with
HIPAA’s requirements where applicable; HIPAA may apply where the contractor
will be receiving or creating protected health information in the course of providing
services pursuant to the agreement; you should consult with your department's
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Privacy Liaison to determine whether HIPAA applies to a particular contract.]
XXVI. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the County and Contractor and
supersedes all prior negotiations, representations, or agreements, whether written or oral. In the
event of a dispute between the parties as to the language of this Agreement or the construction or
meaning of any term hereof, this Agreement shall be deemed to have been drafted by the parties
in equal parts so that no presumptions or inferences concerning its terms or interpretation may be
construed against any party to this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first set forth above.
CONTRACTOR
COUNTY OF YOLO
By___________________________
_____________________________
By____________________________
, Chair
Board of Supervisors
By_______________________________
[NOTE: Insert Name/Title]
Attest:
, Clerk
Board of Supervisors
By_______________________________
Deputy
(Seal)
Approved as to Form:
_________________________________
, County Counsel
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Bid ADMHRFPCC1602
EXHIBIT D
HIPAA COMPLIANCE
(a) Contractor shall comply with, and assist the County in complying with, the privacy and
security requirements of the Health Insurance Portability and Accountability Act (including but
not limited to 42 U.S.C. 1320d et seq.; “HIPAA”) and its implementing regulations (including
but not limited to 45 CFR Parts 142, 160, 162, and 164), hereinafter collectively referred to as
the “Privacy Rule” and “Security Rule.” Terms used but not otherwise defined in this
Agreement shall have the same meaning as those terms are used in the Privacy Rule and Security
Rule.
(b) Except as otherwise limited in this Agreement, Contractor may use or disclose Protected
Health Information (including but not limited to Electronic Protected Health Information) to
perform functions, activities, or services for or on behalf of the County as specified in this
Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by
the County.
(c) Contractor shall not use or further disclose Protected Health Information other than as
permitted or required by this Agreement or as required by law.
(d) Contractor shall use appropriate safeguards to prevent use or disclosure of the Protected
Health Information other than as provided for by this Agreement.
(e) Contractor shall report to the County any use or disclosure of the Protected Health
Information not provided for by this Agreement.
(f) Contractor shall mitigate, to the extent practicable, any harmful effect that is known to
Contractor of a use or disclosure of Protected Health Information by Contractor in violation of
the requirements of this Agreement.
(g) Contractor shall ensure that any agent, including a subcontractor, to whom it provides
Protected Health Information received from, or created or received by Contractor on behalf of
the County agrees to the same restrictions and conditions that apply through this Agreement to
Contractor with respect to such information.
(h) Contractor shall provide access, at the request of the County, and in the time and manner
designated by the County, to Protected Health Information in a Designated Record Set, to the
County or, as directed by the County, to an Individual in order to meet the requirements under 45
CFR 164.524.
(i) Contractor shall make any amendment(s) to Protected Health Information in a Designated
Record Set that the County directs or agrees to pursuant to 45 CFR 164.526 at the request of the
County or an Individual, in the time and manner designated by the County.
(j) Contractor shall document such disclosures of Protected Health Information and information
related to such disclosures as would be required for the County to respond to a request by an
Individual for an accounting of disclosures of Protected Health Information in accordance with
45 CFR 164.528.
(k) Contractor shall provide to the County or an Individual, in time and manner designated by the
County, information collected in accordance with subSection (j), to permit the County to respond
to a request by an Individual for an accounting of disclosures of Protected Health Information in
accordance with 45 CFR 164.528.
(l) Contractor shall make internal practices, books, and records relating to the use and disclosure
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Yolo County
Bid ADMHRFPCC1602
of Protected Health Information received from, or created or received by Contractor on behalf of,
the County available to the County, or at the request of the County to the Secretary of the United
States Department of Health and Human Services ("Secretary"), in a time and manner designated
by the County or the Secretary, for purposes of the Secretary determining the County's
compliance with the Privacy Rule.
(m) Contractor shall implement administrative, physical, and technical safeguards that
reasonably and appropriately protect the confidentiality, integrity, and availability of the
Electronic Protected Health Information that it creates, receives, maintains, or transmits on
behalf of the County as required by HIPAA.
(n) Contractor shall ensure that any agent, including a subcontractor, to whom it provides
Electronic Protected Health Information agrees to implement reasonable and appropriate
safeguards to protect it.
(o) Contractor shall report to the County any security incident of which it becomes aware.
(p)
(1) Except as provided in subparagraph (2) of this section, upon termination of this
Agreement for any reason, Contractor shall return or destroy all Protected Health Information
received from the County, or created or received by Contractor on behalf of the County. This
provision shall apply to Protected Health Information that is in the possession of subcontractors
or agents of Contractor. Contractor, its agents and subcontractors shall retain no copies of the
Protected Health Information.
(2) In the event that Contractor determines that returning or destroying the Protected
Health Information is infeasible, Contractor shall provide to the County notification of
the conditions that make return or destruction infeasible. Upon mutual agreement of the
Parties that return or destruction of Protected Health Information is infeasible, Contractor
shall extend the protections of this Agreement to such Protected Health Information and
limit further uses and disclosures of such Protected Health Information to those purposes
that make the return or destruction infeasible, for so long as Contractor, or any of its
agents or subcontractors, maintains such Protected Health Information.
(3) The respective rights and obligations of Contractor concerning the Privacy Rule and
the Security Rule, including but not limited to the provisions of this Section, shall survive
the termination of this Agreement.
(q) The Parties agree to take such action as is necessary to amend this Agreement from time-totime as is necessary for the County to comply with the requirements of the Privacy Rule,
Security Rule, or any other requirements of HIPAA and its implementing regulations.
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Yolo County
Bid ADMHRFPCC1602
NOTE: the forms that follow are provided to assist you, but they are not part of the contract]
WORKERS' COMPENSATION CERTIFICATE
I am aware of the provisions of Section 3700 of the Labor Code that require every employer to
be insured against liability for workers' compensation or to undertake self-insurance in
accordance with the provisions of that code, and I will comply with such provisions before
commencing any services required by this Agreement.
The person executing this certificate on behalf of Contractor affirmatively represents that she has
the requisite legal authority to do so on behalf of Contractor, both the person executing this
Agreement on behalf of Contractor and Contractor understand that the County is relying on this
representation in entering into this Agreement.
CONTRACTOR
By_______________________________
_________________________________
Print Name/Title
3/8/2016 10:55 AM
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Yolo County
Bid ADMHRFPCC1602
NOTE: the forms that follow are provided to assist you, but they are not part of the contract]
CERTIFICATE OF EXEMPTION FROM WORKERS' COMPENSATION INSURANCE
I hereby certify under penalty of perjury that in the performance of the work for which this
Agreement is entered into, and for the duration of this Agreement, I shall not employ any person
so as to become subject to the Workers' Compensation Laws of the State of California and that,
should I intend to so employ any person at any time during the term of this Agreement, I shall
promptly so notify the County of Yolo and provide proof of Workers' Compensation/Employers'
liability insurance in an amount of not less than $1,000,000 for per accident for bodily injury or
disease before employing any such person.
Executed this ___ day of _________, 20XX, at _______________________, California.
CONTRACTOR
By_______________________________
_________________________________
Print Name/Title
3/8/2016 10:55 AM
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Yolo County
Bid ADMHRFPCC1602
Question and Answers for Bid #ADMHRFPCC1602 - RFP - Moving Beyond Depression
5
Overall Bid Questions
There are no questions associated with this bid. Question Deadline: Apr 5, 2016 1:00:00 PM PDT
6
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California`s Yolo County Seeks Moving Beyond

Transcription

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