HomeMy WebLinkAboutCounty of Mendocino 2024-06-06COU No. 2324-219
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COUNTY OF MENDOCINO
STANDARD SERVICES AGREEMENT
This Agreement is by and between the COUNTY OF MENDOCINO, hereinafter referred
to as the “COUNTY”, and CITY OF UKIAH, hereinafter referred to as the
“CONTRACTOR”.
WITNESSETH
WHEREAS, pursuant to Government Code Section 31000, COUNTY may retain
independent contractors to perform special services to or for COUNTY or any
department thereof; and,
WHEREAS, COUNTY desires to obtain CONTRACTOR for its Summer Safari Day
Camp for children who are part of Family and Children's Services programs, and in
need of summertime childcare; and,
WHEREAS, CONTRACTOR is willing to provide such services on the terms and
conditions set forth in this Agreement and is willing to provide same to COUNTY.
NOW, THEREFORE it is agreed that COUNTY does hereby retain CONTRACTOR to
provide the services described in Exhibit A, and CONTRACTOR accepts such
engagement, on the General Terms and Conditions hereinafter specified in this
Agreement, the Additional Provisions attached hereto, and the following described
exhibits, all of which are incorporated into this Agreement by this reference:
Exhibit A Definition of Services
Exhibit B Payment Terms
Exhibit C Insurance Requirements
Exhibit D Assurance of Compliance with Nondiscrimination in State and
Federally Assisted Programs
Appendix A Certification Regarding Debarment, Suspension, and Other
Responsibility Matters -- Lower Tier Covered Transactions
The term of this Agreement shall be from June 1, 2024 (the “Effective Date”), and shall
continue through August 31, 2024.
The compensation payable to CONTRACTOR hereunder shall not exceed Five
Thousand Dollars ($5,000) for the term of this Agreement.
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IN WITNESS WHEREOF
DEPARTMENT FISCAL REVIEW:
By:________________________________
DEPARTMENT HEAD
Date:
Budgeted: Yes
Budget Unit: 5010
Line Item: 86-3112
Org/Object Code: SSCSOC
Grant: No
Grant No.: 'N/A'
CONTRACTOR/COMPANY NAME
By:_______________________________
Sage Sangiacomo,
City Manager
Date:
NAME AND ADDRESS OF CONTRACTOR:
CITY OF UKIAH
411 West Clay Street
Ukiah, CA 95482
707-463-6233
mhorger@cityofukiah.com
INSURANCE REVIEW:
By: ______________________________
Risk Management
Date:______________________________
By signing above, signatory warrants and
represents that he/she executed this Agreement
in his/her authorized capacity and that by his/her
signature on this Agreement, he/she or the entity
upon behalf of which he/she acted, executed this
Agreement
EXECUTIVE OFFICE/FISCAL REVIEW:
By: _________________________________
Deputy CEO or Designee
Date:_______________________________
COUNTY COUNSEL REVIEW:
APPROVED AS TO FORM:
By:________________________________
COUNTY COUNSEL
Date:_____________________________
Signatory Authority: $0-25,000 Department; $25,001- 50,000 Purchasing Agent; $50,001+ Board of Supervisors
Exception to Bid Process Required/Completed 'N/A'
Mendocino County Business License: Valid
Exempt Pursuant to MCC Section: A City entity, located within city limits in Mendocino County
Jun 6, 2024
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GENERAL TERMS AND CONDITIONS
1. INDEPENDENT CONTRACTOR: No relationship of employer and employee is
created by this Agreement; it being understood and agreed that CONTRACTOR
is an Independent Contractor. CONTRACTOR is not the agent or employee of
the COUNTY in any capacity whatsoever, and COUNTY shall not be liable for
any acts or omissions by CONTRACTOR nor for any obligations or liabilities
incurred by CONTRACTOR.
CONTRACTOR shall have no claim under this Agreement or otherwise, for
seniority, vacation time, vacation pay, sick leave, personal time off, overtime,
health insurance medical care, hospital care, retirement benefits, social security,
disability, Workers’ Compensation, or unemployment insurance benefits, civil
service protection, or employee benefits of any kind.
CONTRACTOR shall be solely liable for and obligated to pay directly all
applicable payroll taxes (including federal and state income taxes) or
contributions for unemployment insurance or old age pensions or annuities which
are imposed by any governmental entity in connection with the labor used or
which are measured by wages, salaries or other remuneration paid to its officers,
agents or employees and agrees to indemnify and hold COUNTY harmless from
any and all liability which COUNTY may incur because of CONTRACTOR’s
failure to pay such amounts.
In carrying out the work contemplated herein, CONTRACTOR shall comply with
all applicable federal and state workers’ compensation and liability laws and
regulations with respect to the officers, agents and/or employees conducting and
participating in the work; and agrees that such officers, agents, and/or employees
will be considered as Independent Contractors and shall not be treated or
considered in any way as officers, agents and/or employees of COUNTY.
CONTRACTOR does, by this Agreement, agree to perform his/her said work and
functions at all times in strict accordance with all applicable federal, state and
COUNTY laws, including but not limited to prevailing wage laws, ordinances,
regulations, titles, departmental procedures and currently approved methods and
practices in his/her field and that the sole interest of COUNTY is to ensure that
said service shall be performed and rendered in a competent, efficient, timely
and satisfactory manner and in accordance with the standards required by the
COUNTY agency concerned.
Notwithstanding the foregoing, if the COUNTY determines that pursuant to state
and federal law CONTRACTOR is an employee for purposes of income tax
withholding, COUNTY may upon two (2) week’s written notice to
CONTRACTOR, withhold from payments to CONTRACTOR hereunder federal
and state income taxes and pay said sums to the federal and state governments.
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2. INDEMNIFICATION: To the furthest extent permitted by law (including without
limitation California Civil Code sections 2782 and 2782.8, if applicable),
CONTRACTOR shall assume the defense of, indemnify, and hold harmless the
COUNTY, its officers, agents, and employees, from and against any and all
claims, demands, damages, costs, liabilities, and losses whatsoever alleged to
be occurring or resulting in connection with the CONTRACTOR’s performance or
its obligations under this Agreement, unless arising out of the sole negligence or
willful misconduct of COUNTY. “CONTRACTOR’s performance” includes
CONTRACTOR’s action or inaction and the action or inaction of
CONTRACTOR’s officers, employees, agents and subcontractors.
3. INSURANCE AND BOND: CONTRACTOR shall at all times during the term of
the Agreement with the COUNTY maintain in force those insurance policies and
bonds as designated in the attached Exhibit C, and will comply with all those
requirements as stated therein.
4. WORKERS’ COMPENSATION: CONTRACTOR shall provide Workers'
Compensation insurance, as applicable, at CONTRACTOR's own cost and
expense and further, neither the CONTRACTOR nor its carrier shall be entitled to
recover from COUNTY any costs, settlements, or expenses of Workers'
Compensation claims arising out of this Agreement.
CONTRACTOR affirms that s/he is aware of the provisions of Section 3700 of the
California Labor Code which requires every employer to be insured against liability
for the Workers’ Compensation or to undertake self-insurance in accordance with
the provisions of the Code and CONTRACTOR further assures that s/he will
comply with such provisions before commencing the performance of work under
this Agreement. CONTRACTOR shall furnish to COUNTY certificate(s) of
insurance evidencing Worker’s Compensation Insurance coverage to cover its
employees, and CONTRACTOR shall require all subcontractors similarly to
provide Workers’ Compensation Insurance as required by the Labor Code of the
State of California for all of subcontractors’ employees.
5. CONFORMITY WITH LAW AND SAFETY:
a. In performing services under this Agreement, CONTRACTOR shall
observe and comply with all applicable laws, ordinances, codes and
regulations of governmental agencies, including federal, state, municipal,
and local governing bodies, having jurisdiction over the scope of services,
including all applicable provisions of the California Occupational Safety
and Health Act. CONTRACTOR shall indemnify and hold COUNTY
harmless from any and all liability, fines, penalties and consequences from
any of CONTRACTOR’s failures to comply with such laws, ordinances,
codes and regulations.
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b. Accidents: If a death, serious personal injury or substantial property
damage occurs in connection with CONTRACTOR’s performance of this
Agreement, CONTRACTOR shall immediately notify Mendocino County
Risk Manager's Office by telephone. CONTRACTOR shall promptly
submit to COUNTY a written report, in such form as may be required by
COUNTY of all accidents which occur in connection with this Agreement.
This report must include the following information: (1) name and address
of the injured or deceased person(s); (2) name and address of
CONTRACTOR's sub-contractor, if any; (3) name and address of
CONTRACTOR's liability insurance carrier; and (4) a detailed description
of the accident and whether any of COUNTY's equipment, tools, material,
or staff were involved.
c. CONTRACTOR further agrees to take all reasonable steps to preserve all
physical evidence and information which may be relevant to the
circumstances surrounding a potential claim, while maintaining public
safety, and to grant to the COUNTY the opportunity to review and inspect
such evidence, including the scene of the accident.
6. PAYMENT: For services performed in accordance with this Agreement, payment
shall be made to CONTRACTOR as provided in Exhibit B hereto as funding
permits.
If COUNTY over pays CONTRACTOR for any reason, CONTRACTOR agrees to
return the amount of such overpayment to COUNTY, or at COUNTY’s option,
permit COUNTY to offset the amount of such overpayment against future
payments owed to CONTRACTOR under this Agreement or any other
Agreement.
In the event CONTRACTOR claims or receives payment from COUNTY for a
service, reimbursement for which is later disallowed by COUNTY, State of
California or the United States Government, the CONTRACTOR shall promptly
refund the disallowance amount to COUNTY upon request, or at its option
COUNTY may offset the amount disallowed from any payment due or that
becomes due to CONTRACTOR under this Agreement or any other Agreement.
All invoices, receipts, or other requests for payment under this contract must be
submitted by CONTRACTOR to COUNTY in a timely manner and consistent with
the terms specified in Exhibit B. In no event shall COUNTY be obligated to pay
any request for payment for which a written request for payment and all required
documentation was first received more than six (6) months after this Agreement
has terminated, or beyond such other time limit as may be set forth in Exhibit B.
7. TAXES: Payment of all applicable federal, state, and local taxes shall be the
sole responsibility of the CONTRACTOR.
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8. OWNERSHIP OF DOCUMENTS: CONTRACTOR hereby assigns the COUNTY
and its assignees all copyright and other use rights in any and all proposals,
plans, specification, designs, drawings, sketches, renderings, models, reports
and related documents (including computerized or electronic copies) respecting
in any way the subject matter of this Agreement, whether prepared by the
COUNTY, the CONTRACTOR, the CONTRACTOR’s subcontractors or third
parties at the request of the CONTRACTOR (collectively, “Documents and
Materials”). This explicitly includes the electronic copies of all above stated
documentation.
CONTRACTOR shall be permitted to retain copies, including reproducible copies
and computerized copies, of said Documents and Materials. CONTRACTOR
agrees to take such further steps as may be reasonably requested by COUNTY
to implement the aforesaid assignment. If for any reason said assignment is not
effective, CONTRACTOR hereby grants the COUNTY and any assignee of the
COUNTY an express royalty – free license to retain and use said Documents and
Materials. The COUNTY’s rights under this paragraph shall apply regardless of
the degree of completion of the Documents and Materials and whether or not
CONTRACTOR’s services as set forth in Exhibit A of this Agreement have been
fully performed or paid for.
The COUNTY’s rights under this Paragraph 8 shall not extend to any computer
software used to create such Documents and Materials.
9. CONFLICT OF INTEREST: The CONTRACTOR covenants that it presently has
no interest, and shall not have any interest, direct or indirect, which would conflict
in any manner with the performance of services required under this Agreement.
10. NOTICES: All notices, requests, demands, or other communications under this
Agreement shall be in writing. Notices shall be given for all purposes as follows:
Personal delivery: When personally delivered to the recipient, notices are
effective on delivery.
First Class Mail: When mailed first class to the last address of the recipient
known to the party giving notice, notice is effective three (3) mail delivery days
after deposit in a United States Postal Service office or mailbox. Certified Mail:
When mailed certified mail, return receipt requested, notice is effective on
receipt, if delivery is confirmed by a return receipt.
Overnight Delivery: When delivered by overnight delivery (Federal
Express/Airborne/United Parcel Service/DHL WorldWide Express) with charges
prepaid or charged to the sender’s account, notice is effective on delivery, if
delivery is confirmed by the delivery service.
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Facsimile transmission: When sent by facsimile to the facsimile number of the
recipient known to the party giving notice, notice is effective on receipt, provided
that, (a) a duplicate copy of the notice is promptly given by first-class or certified
mail or by overnight delivery, or (b) the receiving party delivers a written
confirmation of receipt. Any notice given facsimile shall be deemed received on
the next business day if it is received after 5:00 p.m. (recipient’s time) or on a
non-business day.
Addresses for purpose of giving notice are as follows:
To COUNTY: COUNTY OF MENDOCINO
Department of Social Services
Family and Children's Services
727 South State Street
P.O. Box 839
Ukiah, CA 9542
Attn: Waldi Helma
To CONTRACTOR: CITY OF UKIAH
411 West Clay Street
Ukiah, CA 95482
Attn: Daniel Spence
Any correctly addressed notice that is refused, unclaimed, or undeliverable
because of an act or omission of the party to be notified shall be deemed
effective as of the first date that said notice was refused, unclaimed, or deemed
undeliverable by the postal authorities, messenger, or overnight delivery service.
Any party may change its address or facsimile number by giving the other party
notice of the change in any manner permitted by this Agreement.
11. USE OF COUNTY PROPERTY: CONTRACTOR shall not use COUNTY
property (including equipment, instruments and supplies) or personnel for any
purpose other than in the performance of his/her obligations under this
Agreement.
12. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS:
CONTRACTOR certifies that it will comply with all Federal, State, and local laws,
rules and regulations pertaining to nondiscrimination in employment.
a. CONTRACTOR shall, in all solicitations or advertisements for applicants
for employment placed as a result of this Agreement, state that it is an
“Equal Opportunity Employer” or that all qualified applicants will receive
consideration for employment without regard to their race, creed, color,
pregnancy, disability, sex, sexual orientation, gender identity, ancestry,
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national origin, age, religion, Veteran’s status, political affiliation, or any
other factor prohibited by law.
b. CONTRACTOR shall, if requested to so do by the COUNTY, certify that it
has not, in the performance of this Agreement, engaged in any unlawful
discrimination.
c. If requested to do so by the COUNTY, CONTRACTOR shall provide the
COUNTY with access to copies of all of its records pertaining or relating to
its employment practices, except to the extent such records or portions of
such records are confidential or privileged under State or Federal law.
d. Nothing contained in this Agreement shall be construed in any manner so as
to require or permit any act which is prohibited by law.
e. The CONTRACTOR shall include the provisions set forth in this paragraph
in each of its subcontracts.
13. DRUG-FREE WORKPLACE: CONTRACTOR and CONTRACTOR's employees
shall comply with the COUNTY’s policy of maintaining a drug-free workplace.
Neither CONTRACTOR nor CONTRACTOR's employees shall unlawfully
manufacture, distribute, dispense, possess or use controlled substances, as
defined in 21 U.S. Code § 812, including, but not limited to, marijuana, heroin,
cocaine, and amphetamines, at any COUNTY facility or work site. If
CONTRACTOR or any employee of CONTRACTOR is convicted or pleads nolo
contendere to a criminal drug statute violation occurring at a COUNTY facility or
work site, the CONTRACTOR, within five days thereafter, shall notify the head of
the COUNTY department/agency for which the contract services are performed.
Violation of this provision shall constitute a material breach of this Agreement.
14. ENERGY CONSERVATION: CONTRACTOR agrees to comply with the
mandatory standards and policies relating to energy efficiency in the State of
California Energy Conservation Plan, (Title 24, California Administrative Code).
15. COMPLIANCE WITH LICENSING REQUIREMENTS: CONTRACTOR shall
comply with all necessary licensing requirements and shall obtain appropriate
licenses. To the extent required by law, CONTRACTOR shall display licenses in
a location that is reasonably conspicuous. Upon COUNTY’s request,
CONTRACTOR shall file copies of same with the County Executive Office.
CONTRACTOR represents and warrants to COUNTY that CONTRACTOR and
its employees, agents, and any subcontractors have all licenses, permits,
qualifications, and approvals of whatsoever nature that are legally required to
practice their respective professions.
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16. AUDITS; ACCESS TO RECORDS: The CONTRACTOR shall make available to
the COUNTY, its authorized agents, officers, or employees, for examination any
and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and
other records or documents evidencing or relating to the expenditures and
disbursements charged to the COUNTY, and shall furnish to the COUNTY, within
sixty (60) days after examination, its authorized agents, officers or employees
such other evidence or information as the COUNTY may require with regard to
any such expenditure or disbursement charged by the CONTRACTOR.
The CONTRACTOR shall maintain full and adequate records in accordance with
COUNTY requirements to show the actual costs incurred by the CONTRACTOR in
the performance of this Agreement. If such books and records are not kept and
maintained by CONTRACTOR within the County of Mendocino, California,
CONTRACTOR shall, upon request of the COUNTY, make such books and
records available to the COUNTY for inspection at a location within County or
CONTRACTOR shall pay to the COUNTY the reasonable, and necessary costs
incurred by the COUNTY in inspecting CONTRACTOR’s books and records,
including, but not limited to, travel, lodging and subsistence costs. CONTRACTOR
shall provide such assistance as may be reasonably required in the course of such
inspection. The COUNTY further reserves the right to examine and reexamine said
books, records and data during the four (4) year period following termination of this
Agreement or completion of all work hereunder, as evidenced in writing by the
COUNTY, and the CONTRACTOR shall in no event dispose of, destroy, alter, or
mutilate said books, records, accounts, and data in any manner whatsoever for four
(4) years after the COUNTY makes the final or last payment or within four (4) years
after any pending issues between the COUNTY and CONTRACTOR with respect
to this Agreement are closed, whichever is later.
17. DOCUMENTS AND MATERIALS: CONTRACTOR shall maintain and make
available to COUNTY for its inspection and use during the term of this Agreement,
all Documents and Materials, as defined in Paragraph 8 of this Agreement.
CONTRACTOR’s obligations under the preceding sentence shall continue for four
(4) years following termination or expiration of this Agreement or the completion of
all work hereunder (as evidenced in writing by COUNTY), and CONTRACTOR
shall in no event dispose of, destroy, alter or mutilate said Documents and
Materials, for four (4) years following the COUNTY’s last payment to
CONTRACTOR under this Agreement.
18. TIME OF ESSENCE: Time is of the essence in respect to all provisions of this
Agreement that specify a time for performance; provided, however, that the
foregoing shall not be construed to limit or deprive a party of the benefits of any
grace or use period allowed in this Agreement.
19. TERMINATION: The COUNTY has and reserves the right to suspend, terminate
or abandon the execution of any work by the CONTRACTOR without cause at
any time upon giving to the CONTRACTOR notice. Such notice shall be in
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writing and may be issued by any COUNTY officer authorized to execute or
amend the contract, the County Chief Executive Officer, or any other person
designated by the County Board of Supervisors. In the event that the COUNTY
should abandon, terminate or suspend the CONTRACTOR’s work, the
CONTRACTOR shall be entitled to payment for services provided hereunder
prior to the effective date of said suspension, termination or abandonment. Said
payment shall be computed in accordance with Exhibit B hereto, provided that
the maximum amount payable to CONTRACTOR for its services as outlined in
Exhibit A shall not exceed $5,000 payment for services provided hereunder prior
to the effective date of said suspension, termination or abandonment or lack of
funding.
20. NON APPROPRIATION: If COUNTY should not appropriate or otherwise make
available funds sufficient to purchase, lease, operate or maintain the products set
forth in this Agreement, or other means of performing the same functions of such
products, COUNTY may unilaterally terminate this Agreement only upon thirty
(30) days written notice to CONTRACTOR. Upon termination, COUNTY shall
remit payment for all products and services delivered to COUNTY and all
expenses incurred by CONTRACTOR prior to CONTRACTOR’s receipt of the
termination notice.
21. CHOICE OF LAW: This Agreement, and any dispute arising from the
relationship between the parties to this Agreement, shall be governed by the laws
of the State of California, excluding any laws that direct the application of another
jurisdiction’s laws.
22. VENUE: All lawsuits relating to this contract must be filed in Mendocino County
Superior Court, Mendocino County, California.
23. WAIVER: No waiver of a breach, failure of any condition, or any right or remedy
contained in or granted by the provisions of this Agreement shall be effective
unless it is in writing and signed by the party waiving the breach, failure, right or
remedy. No waiver of any breach, failure, right or remedy shall be deemed a
waiver of any other breach, failure, right or remedy, whether or not similar, nor
shall any waiver constitute a continuing waiver unless the writing so specifies.
24. ADVERTISING OR PUBLICITY: CONTRACTOR shall not use the name of
COUNTY, its officers, directors, employees or agents, in advertising or publicity
releases or otherwise without securing the prior written consent of COUNTY in
each instance.
25. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and
any other documents specifically incorporated into this Agreement, shall
constitute the entire Agreement between COUNTY and CONTRACTOR relating
to the subject matter of this Agreement. As used herein, Agreement refers to
and includes any documents incorporated herein by reference and any exhibits
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or attachments. This Agreement supersedes and merges all previous
understandings, and all other Agreements, written or oral, between the parties
and sets forth the entire understanding of the parties regarding the subject matter
thereof. This Agreement may not be modified except by a written document
signed by both parties. In the event of a conflict between the body of this
Agreement and any of the Exhibits, the provisions in the body of this Agreement
shall control.
26. HEADINGS: Herein are for convenience of reference only and shall in no way
affect interpretation of this Agreement.
27. MODIFICATION OF AGREEMENT: This Agreement may be supplemented,
amended or modified only by the mutual Agreement of the parties. No
supplement, amendment or modification of this Agreement shall be binding
unless it is in writing and signed by authorized representatives of both parties.
28. ASSURANCE OF PERFORMANCE: If at any time the COUNTY has good
objective cause to believe CONTRACTOR may not be adequately performing its
obligations under this Agreement or that CONTRACTOR may fail to complete the
Services as required by this Agreement, COUNTY may request from
CONTRACTOR prompt written assurances of performance and a written plan
acceptable to COUNTY, to correct the observed deficiencies in CONTRACTOR’s
performance. CONTRACTOR shall provide such written assurances and written
plan within thirty (30) calendar days of its receipt of COUNTY’s request and shall
thereafter diligently commence and fully perform such written plan.
CONTRACTOR acknowledges and agrees that any failure to provide such
written assurances and written plan within the required time is a material breach
under this Agreement.
29. SUBCONTRACTING/ASSIGNMENT: CONTRACTOR shall not subcontract,
assign or delegate any portion of this Agreement or any duties or obligations
hereunder without the COUNTY’s prior written approval.
a. Neither party shall, on the basis of this Agreement, contract on behalf of or
in the name of the other party. Any Agreement that violates this Section
shall confer no rights on any party and shall be null and void.
b. Only the department head or his or her designee shall have the authority
to approve subcontractor(s).
c. CONTRACTOR shall remain fully responsible for compliance by its
subcontractors with all the terms of this Agreement, regardless of the
terms of any Agreement between CONTRACTOR and its subcontractors.
30. SURVIVAL: The obligations of this Agreement, which by their nature would
continue beyond the termination on expiration of the Agreement, including
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without limitation, the obligations regarding Indemnification (Paragraph 2),
Ownership of Documents (Paragraph 8), and Conflict of Interest (Paragraph 9),
shall survive termination or expiration for two (2) years.
31. SEVERABILITY: If a court of competent jurisdiction holds any provision of this
Agreement to be illegal, unenforceable, or invalid in whole or in part for any
reason, the validity and enforceability of the remaining provisions, or portions of
them, will not be affected, unless an essential purpose of this Agreement would be
defeated by the loss of the illegal, unenforceable, or invalid provision.
32. INTELLECTUAL PROPERTY WARRANTY: CONTRACTOR warrants and
represents that it has secured all rights and licenses necessary for any and all
materials, services, processes, software, or hardware (“CONTRACTOR
PRODUCTS”) to be provided by CONTRACTOR in the performance of this
Agreement, including but not limited to any copyright, trademark, patent, trade
secret, or right of publicity rights. CONTRACTOR hereby grants to COUNTY, or
represents that it has secured from third parties, an irrevocable license (or
sublicense) to reproduce, distribute, perform, display, prepare derivative works,
make, use, sell, import, use in commerce, or otherwise utilize CONTRACTOR
PRODUCTS to the extent reasonably necessary to use the CONTRACTOR
PRODUCTS in the manner contemplated by this Agreement.
CONTRACTOR further warrants and represents that it knows of no allegations,
claims, or threatened claims that the CONTRACTOR PRODUCTS provided to
COUNTY under this Agreement infringe any patent, copyright, trademark or other
proprietary right. In the event that any third party asserts a claim of infringement
against the COUNTY relating to a CONTRACTOR PRODUCT, CONTRACTOR
shall indemnify and defend the COUNTY pursuant to Paragraph 2 of this
Agreement.
In the case of any such claim of infringement, CONTRACTOR shall either, at its
option, (1) procure for COUNTY the right to continue using the CONTRACTOR
Products; or (2) replace or modify the CONTRACTOR Products so that that they
become non-infringing, but equivalent in functionality and performance.
33. ELECTRONIC COPIES: The parties agree that an electronic copy, including
facsimile copy, email, or scanned copy of the executed Agreement, shall be
deemed, and shall have the same legal force and effect as, an original
document.
34. COOPERATION WITH COUNTY: CONTRACTOR shall cooperate with
COUNTY and COUNTY staff in the performance of all work hereunder.
35. PERFORMANCE STANDARD: CONTRACTOR shall perform all work
hereunder in a manner consistent with the level of competency and standard of
care normally observed by a person practicing in CONTRACTOR's profession.
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COUNTY has relied upon the professional ability and training of CONTRACTOR
as a material inducement to enter into this Agreement. CONTRACTOR hereby
agrees to provide all services under this Agreement in accordance with generally
accepted professional practices and standards of care, as well as the
requirements of applicable Federal, State, and local laws, it being understood
that acceptance of CONTRACTOR's work by COUNTY shall not operate as a
waiver or release. If COUNTY determines that any of CONTRACTOR's work is
not in accordance with such level of competency and standard of care, COUNTY,
in its sole discretion, shall have the right to do any or all of the following: (a)
require CONTRACTOR to meet with COUNTY to review the quality of the work
and resolve matters of concern; (b) require CONTRACTOR to repeat the work at
no additional charge until it is satisfactory; (c) terminate this Agreement pursuant
to the provisions of paragraph 19 (Termination) or (d) pursue any and all other
remedies at law or in equity.
36. ATTORNEYS’ FEES: In any action to enforce or interpret the terms of this
Agreement, including but not limited to any action for declaratory relief, each
party shall be solely responsible for and bear its own attorneys’ fees, regardless
of which party prevails.
[END OF GENERAL TERMS AND CONDITIONS]
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EXHIBIT A
DEFINITION OF SERVICES
I. CONTRACTOR shall:
A. Provide Summer Safari Day Camp from June 10, 2024 to August 16, 2024 for
children ages five (5) to thirteen (13) who are referred by Mendocino County
Department of Social Services (MCDSS), Family and Children’s Services (FCS).
1. Referral for day camp is on a per-client basis. A client may participate in one (1)
or more sessions, but only as referred by the COUNTY.
2. Sessions are as follows:
i. Session I: June 10 – June 21, 2024
ii. Session II: June 24 - July 5, 2024 *No July 4
iii. Session III: July 8- July 19, 2024
iv. Session IV: July 22 - August 2, 2024
v. Session V: August 5 - August 16, 2024
3. Camp schedule is as follows:
i. Full day: 7:30 am – 5:30 pm
ii. Half-day AM: 7:30 am – 1:00 pm
iii. Half-day PM: 12:30 pm – 5:30 pm
B. Enroll client only after receiving a registration form and a signed MCDSS Support
Services Authorization form for each client. The MCDSS form verifies that the
COUNTY has authorized services for the client.
C. Not leave minors who are referred by FCS unattended should the transportation
arrangement fail. CONTRACTOR will supervise any minors referred by FCS who
are not picked up from camp and will contact the minor’s parents, foster parents, or
FCS social worker to make arrangements for the child to be picked up.
II. COUNTY shall:
A. Pick up minor from camp if transportation arrangement failed, and after
CONTRACTOR has attempted to get ahold of permitted pickup person.
[END OF DEFINITION OF SERVICES]
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EXHIBIT B
PAYMENT TERMS
I. COUNTY will pay CONTRACTOR as per the following instructions:
A. Session costs per client. CONTRACTOR may bill any combination of sessions
up to the Agreement limit at the following rates:
1. One (1) week half-day- One Hundred Eighty Five Dollars ($185)
2. One (1) week full-day- Three Hundred Twenty Five Dollars ($325)
3. Two (2) weeks half-day: Three Hundred Fifty Dollars ($350)
4. Two (2) weeks full-day: Six Hundred Dollars ($600)
5. One (1) day drop-in: Seventy Dollars ($70)
6. Half-day drop-in: Forty Dollars ($40)
B. CONTRACTOR will submit one (1) invoice per session to COUNTY indicating
each client’s name, participation schedule (half-day, full day, drop-in, one (1)
week or two (2) weeks), and total amount per session.
1. The final invoice will be submitted no later than September 15, 2024 for
services rendered though August 16, 2024.
2. All billing will be submitted to:
Family & Children’s Services
P.O. Box 839
Ukiah, CA 95482
Attn: Cherrene Lamm
FCSInvoices@mendocinocounty.gov
II. Payments under this Agreement shall not exceed Five Thousand Dollars ($5,000)
for the term of this Agreement.
[END OF PAYMENT TERMS]
COU No. 2324-219
16
EXHIBIT C
INSURANCE REQUIREMENTS
Insurance coverage in a minimum amount set forth herein shall not be construed to relieve
CONTRACTOR for liability in excess of such coverage, nor shall it preclude COUNTY
from taking such other action as is available to it under any other provisions of this
Agreement or otherwise in law. Insurance requirements shall be in addition to, and not
in lieu of, CONTRACTOR’s indemnity obligations under Paragraph 2 of this Agreement.
CONTRACTOR shall obtain and maintain insurance coverage as follows:
a. Combined single limit bodily injury liability and property damage liability -
$975,000 each occurrence.
CONTRACTOR shall furnish to COUNTY certificates of insurance evidencing the
minimum levels described above.
[END OF INSURANCE REQUIREMENTS]
COU No. 2324-219
17
EXHIBIT D
CONTRACTOR ASSURANCE OF COMPLIANCE WITH
MENDOCINO COUNTY
Department of Social Services
NONDISCRIMINATION IN STATE
AND FEDERALLY ASSISTED PROGRAMS
NAME OF CONTRACTOR: CITY OF UKIAH
HEREBY AGREES THAT it will comply with Title VI and VII of the Civil Rights Act of 1964 as
amended; Section 504 of the Rehabilitation Act of 1973 as amended; the Age Discrimination Act
of 1975 as amended; the Food Stamp Act of 1977, as amended and in particular section 272.6;
Title II of the Americans with Disabilities Act of 1990; California Civil Code Section 51 et seq., as
amended; California Government Code section 11135-11139.5, as amended; California
Government Code section 12940 (c), (h) (1), (i), and (j); California Government Code section
4450; Title 22, California Code of Regulations section 98000 – 98413; Title 24 of the California
Code of Regulations, Section 3105A(e); the Dymally-Alatorre Bilingual Services Act (California
Government Code Section 7290-7299.8); Section 1808 of the Removal of Barriers to Interethnic
Adoption Act of 1996; and other applicable federal and state laws, as well as their implementing
regulations [including 45 Code of Federal Regulations (CFR) Parts 80, 84, and 91, 7 CFR Part
15, and 28 CFR Part 42], by ensuring that employment practices and the administration of public
assistance and social services programs are nondiscriminatory, to the effect that no person shall
because of ethnic group identification, age, sex, sexual orientation, color, disability, medical
condition, national origin, race, ancestry, marital status, religion, religious creed or political belief
be excluded from participation in or be denied the benefits of, or be otherwise subject to
discrimination under any program or activity receiving federal or state financial assistance; and
HEREBY GIVE ASSURANCE THAT it will immediately take any measures necessary to
effectuate this Agreement.
THIS ASSURANCE is given in consideration of and for the purpose of obtaining any and all
federal and state assistance; and THE CONTRACTOR HEREBY GIVES ASSURANCE THAT
administrative methods/procedures which have the effect of subjecting individuals to
discrimination or defeating the objectives of the California Department of Social Services (CDSS)
Manual of Policies and Procedures (MPP) Chapter 21, will be prohibited.
BY ACCEPTING THIS ASSURANCE, CONTRACTOR agrees to compile data, maintain records
and submit reports as required, to permit effective enforcement of the aforementioned laws, rules
and regulations and permit authorized CDSS and/or federal government personnel, during normal
working hours, to review such records, books and accounts as needed to ascertain compliance.
If there are any violations of this assurance, CDSS shall have the right to invoke fiscal sanctions
or other legal remedies in accordance with Welfare and Institutions Code section 10605, or
Government Code section 11135-11139.5, or any other laws, or the issue may be referred to the
appropriate federal agency for further compliance action and enforcement of this assurance.
THIS ASSURANCE is binding on CONTRACTOR directly or through contract, license, or other
provider services, as long as it receives federal or state assistance.
_______________________________ ______________________________
Date CONTRACTOR Signature
411 West Clay Street, Ukiah, CA 95482
Jun 6, 2024
COU No. 2324-219
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Address of CONTRACTOR
COU No. 2324-219
19
Appendix A
CERTIFICATION REGARDING
DEBARMENT, SUSPENSION, and OTHER RESPONSIBILITY MATTERS
LOWER TIER COVERED TRANSACTIONS
This certification is required by the regulations implementing Executive Order 12549,
Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participants’
responsibilities. The regulations were published as Part VII of the May 26, 1988
Federal Register (pages 19160-19211).
(1) The primary principal 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 from covered transactions by any Federal
department or agency:
(b) Have not within a three-year period preceding this proposal been convicted of
or had a civil judgment tendered against them for commission of fraud or a
criminal offence in connection with obtaining, attempting to obtain, or
performing a public (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, falsifications 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
government entity (Federal, State, or local) with commission of any of the
offenses enumerated in paragraph (1) (b) of this certification, and
(d) Have not, within a three-year period preceding this application/proposal, had
one or more public transactions (Federal, State, or local) terminated for cause
or default.
(2) Where the primary principal is unable to certify to any of the statements in this
certification, such principal shall attach an explanation.
Sage Sagiacomo CITY OF UKIAH
(Type Name) (Organization Name)
City Manager
411 West Clay Street
Ukiah, CA 95482
(Title) (Organization Address)
(Signature) (Date)
Jun 6, 2024