AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND
YOUTH AND FAMILY ENRICHMENT SERVICES (YFES)

THIS AGREEMENT, entered into this _____ day of _______________ , 20_____, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and YOUTH AND FAMILY ENRICHMENT SERVICES (YFES) hereinafter called "Contractor";

W I T N E S S E T H:

WHEREAS, pursuant to Government Code, Section 31000, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof;

WHEREAS, it is necessary and desirable that Contractor be retained for the purpose of providing mental health and substance abuse treatment services to youth committed to Margaret J. Kemp Camp (Camp Kemp) and who may be residing at Camp Kemp or temporarily residing at San Mateo County’s Juvenile Hall.

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:

1.

Exhibits and Attachments

The following exhibits and attachments are included hereto and incorporated by reference herein:

Exhibit A — Services
Exhibit B — Payments and Rates
Attachment A — Contractor’s Declaration Form
Attachment B — Child Abuse Prevention, Reporting, and Fingerprinting Requirements
Attachment C — Fingerprinting Certification Form
Attachment D — Report and Invoice Format

Attachment I — Assurance of Compliance with Section 504 of the Rehabilitation Act of 1973

2.

Services to be performed by Contractor

In consideration of the payments set forth herein and in Exhibit “B,” Contractor shall perform services for County in accordance with the terms, conditions, and specifications set forth herein and in Exhibit “A.”

3.

Payments

In consideration of the services provided by Contractor in accordance with all terms, conditions and specifications set forth herein and in Exhibit "A," County shall make payment to Contractor based on the rates and in the manner specified in Exhibit "B." The County reserves the right to withhold payment if the County determines that the quantity or quality of the work performed is unacceptable. In no event shall the County’s total fiscal obligation under this Agreement exceed ONE HUNDRED EIGHTY ONE THOUSAND EIGHTY DOLLARS ($181,080.)

4.

Term and Termination

Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2007 through June 30, 2009.

This Agreement may be terminated by Contractor, the Chief Probation Officer, or his/her designee at any time without a requirement of good cause upon thirty (30) days’ written notice to the other party.

In the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hereafter referred to as materials) prepared by Contractor under this Agreement shall become the property of the County and shall be promptly delivered to the County. Upon termination, the Contractor may make and retain a copy of such materials. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment shall be that portion of the full payment which is determined by comparing the work/services completed to the work/services required by the Agreement.

5.

Availability of Funds

The County may terminate this Agreement or a portion of the services referenced in the Attachments and Exhibits based upon unavailability of Federal, State, or County funds, by providing written notice to Contractor as soon as is reasonably possible after the county learns of said unavailability of outside funding.

6.

Relationship of Parties

Contractor agrees and understands that the work/services performed under this Agreement are performed as an independent Contractor and not as an employee of the County and that Contractor acquires none of the rights, privileges, powers, or advantages of County employees.

7.

Hold Harmless

Contractor shall indemnify and save harmless County, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description, brought for, or on account of: (A) injuries to or death of any person, including Contractor, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, (C) any sanctions, penalties, or claims of damages resulting from Contractor’s failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, or (D) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of County, its officers, agents, employees, or servants, resulting from the performance of any work required of Contractor or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage for which County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct.

The duty of Contractor to indemnify and save harmless as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code.

8.

Assignability and Subcontracting

Contractor shall not assign this Agreement or any portion thereof to a third party or subcontract with a third party to provide services required by contractor under this Agreement without the prior written consent of County. Any such assignment or subcontract without the County’s prior written consent shall give County the right to automatically and immediately terminate this Agreement.

9.

Insurance

The Contractor shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by Risk Management, and Contractor shall use diligence to obtain such insurance and to obtain such approval. The Contractor shall furnish the Department/Division with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the Contractor pursuant to this Agreement. These certificates shall specify or be endorsed to provide that thirty (30) days' notice must be given, in writing, to the Department/Division of any pending change in the limits of liability or of any cancellation or modification of the policy.

(1)

Worker's Compensation and Employer's Liability Insurance The Contractor shall have in effect during the entire life of this Agreement Workers' Compensation and Employer's Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor certifies, as required by Section 1861 of the California Labor Code, that it is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and will comply with such provisions before commencing the performance of the work of this Agreement.

(2)

Liability Insurance The Contractor shall take out and maintain during the life of this Agreement such Bodily Injury Liability and Property Damage Liability Insurance as shall protect him/her while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from contractors operations under this Agreement, whether such operations be by himself/herself or by any sub-contractor or by anyone directly or indirectly employed by either of them. Such insurance shall be combined single limit bodily injury and property damage for each occurrence and shall be not less than the amount specified below.

Such insurance shall include:

(a)

Comprehensive General Liability . . . . . . . . . . . . . . . . . .

$1,000,000

(b)

Motor Vehicle Liability Insurance . . . . . . . . . . . . . . . . . .

$1,000,000

(c)

Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,000,000

County and its officers, agents, employees and servants shall be named as additional insured on any such policies of insurance, which shall also contain a provision that the insurance afforded thereby to the County, its officers, agents, employees and servants shall be primary insurance to the full limits of liability of the policy, and that if the County or its officers and employees have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only.

In the event of the breach of any provision of this section, or in the event any notice is received which indicates any required insurance coverage will be diminished or canceled, the County of San Mateo at its option, may, notwithstanding any other provision of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend all further work pursuant to this Agreement.

10.

Compliance with Laws; Payment of Permits/Licenses

All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, including, but not limited to, Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, and the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and attached hereto and incorporated by reference herein as Attachment “I,” which prohibits discrimination on the basis of handicap in programs and activities receiving any Federal or County financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations.

In the event of a conflict between the terms of this agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement.

Contractor will timely and accurately complete, sign, and submit all necessary documentation of compliance.

11.

Non-Discrimination and Other Requirements

A.

Section 504 applies only to Contractor who are providing services to members of the public. Contractor shall comply with § 504 of the Rehabilitation Act of 1973, which provides that no otherwise qualified handicapped individual shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of this Agreement.

B.

General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or subject to discrimination under this Agreement.

C.

Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.

D.

Violation of Non-discrimination provisions. Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject the Contractor to penalties, to be determined by the County Manager, including but not limited to

i)

termination of this Agreement;

ii)

disqualification of the Contractor from bidding on or being awarded a County contract for a period of up to 3 years;

iii)

liquidated damages of $2,500 per violation;

iv)

imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Manager.

To effectuate the provisions of this section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other Contract between Contractor and County.

Contractor shall report to the County Manager the filing by any person in any court of any complaint of discrimination or the filing by any person of any and all charges with the Equal Employment Opportunity Commission, the Fair Employment and Housing Commission or any other entity charged with the investigation of allegations within 30 days of such filing, provided that within such 30 days such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such notification shall include the name of the complainant, a copy of such complaint, and a description of the circumstance. Contractor shall provide County with a copy of their response to the Complaint when filed.

E.

Compliance with Equal Benefits Ordinance. With respect to the provision of employee benefits, Contractor shall comply with the County Ordinance which prohibits contractors from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse

F.

The Contractor shall comply fully with the non-discrimination requirements required by 41 CFR 60-741.5(a), which is incorporated herein as if fully set forth.

12.

Compliance with Contractor Employee Jury Service Ordinance

Contractor shall comply with the County Ordinance with respect to provision of jury duty pay to employees and have and adhere to a written policy that provides that its employees shall receive from the contractor, on an annual basis, no less than five days of regular pay for actual jury service in San Mateo County. The policy may provide that employees deposit any fees received for such jury service with the contractor or that the contractor deduct from the employees’ regular pay the fees received for jury service.

13.

Retention of Records, Right to Monitor and Audit

(a) CONTRACTOR shall maintain all required records for three (3) years after the COUNTY makes final payment and all other pending matters are closed, and shall be subject to the examination and/or audit of the County, a Federal grantor agency, and the State of California.

(b) Reporting and Record Keeping: CONTRACTOR shall comply with all program and fiscal reporting requirements set forth by appropriate Federal, State and local agencies, and as required by the COUNTY.

(c) CONTRACTOR agrees to provide to COUNTY, to any Federal or State department having monitoring or review authority, to COUNTY's authorized representatives, and/or their appropriate audit agencies upon reasonable notice, access to and the right to examine all records and documents necessary to determine compliance with relevant Federal, State, and local statutes, rules and regulations, and this Agreement, and to evaluate the quality, appropriateness and timeliness of services performed.

14.

Merger Clause

This Agreement, including the Exhibits attached hereto and incorporated herein by reference, constitutes the sole Agreement of the parties hereto and correctly states the rights, duties, and obligations of each party as of this document's date. In the event that any term, condition, provision, requirement or specification set forth in this body of the agreement conflicts with or is inconsistent with any term, condition, provision, requirement or specification in any exhibit and/or attachment to this agreement, the provisions of this body of the agreement shall prevail. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications shall be in writing and signed by the parties.

15.

Controlling Law

The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties hereunder, the interpretation, and performance of this Agreement shall be governed by the laws of the State of California.

16.

Notices

Any notice, request, demand, or other communication required of permitted hereunder shall be deemed to be properly given when deposited in the United States mail, postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, addressed to:

In the case of County, to:

San Mateo County Probation

Attention: Loren Buddress, Chief Probation Officer

222 Paul Scannell Drive

San Mateo, CA 94402

Telephone: 650 312-8803

In the case of Contractor, to:

Youth and Family Enrichment Services

Attention: Michael Garb, Chief Executive Officer

610 Elm Street, Suite 212

San Carlos, CA 94070

Telephone: 650 591-9623, ext. 112

IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hands.

COUNTY OF SAN MATEO

By:

President, Board of Supervisors, San Mateo County

Date:

ATTEST:

By:

Clerk of Said Board

Youth and Family Enrichment Services (YFES)

Contractor’s Signature

Michael Garb, Chief Executive Officer

Date:

Long Form Agreement/Non Business Associate v 6/28/06

EXHIBIT “A”

SERVICES

In consideration of the payments set forth in Exhibit “B,” Contractor shall provide the following services:

I. Description of Services to be Performed by the Contractor

Contractor shall provide a minimum of six thousand (6,000) hours of mental health and substance abuse treatment services to individuals, hereinafter referred to as “program participants,” who are committed to or who are being considered for commitment to the Margaret J. Kemp Camp (Camp Kemp), over the course of this two-year agreement. This figure includes an adjustment to reduce services for the period of November 1, 2008 through June 30, 2009 due to lower projected population at Camp Kemp. Program participants may be residing at Camp Kemp, at San Mateo County’s Juvenile Hall, or in the community. Program participants shall be adolescent girls presenting with a current charge or disposition who have multiple risk factors and significant substance abuse, behavior and/or mental health issues.

All payments under this Agreement must directly support services specified in this Agreement.

A. Assessment/Case Planning

Contractor shall provide comprehensive assessment and case planning for all program participants who are in the intake phase of admission to Camp Kemp (“30-day assessment period”). Contractor shall provide a total minimum of one thousand (1,000) hours of this service during the term of the Agreement. Assessment services shall include administration of the Relationship Satisfaction Scale, the Self-Defeating Belief Scale, the Stressful Life Experiences Screening, the Post-Traumatic Stress Disorder Screening, the CRAFFT Alcohol and Other Drug Screening, the Burns Anxiety Inventory, and the Burns Depression Checklist. Contractor shall submit a psychological report to the Probation Department’s Director of Camps and to the Juvenile Court within twenty-one (21) days of a program participant’s commitment. The report shall be in the format provided by the Probation Department.

B. Individual Counseling

Contractor shall provide assigned program participants with a minimum of one (1) hour of individual counseling/therapy per week. Contractor shall provide a total minimum of two thousand one hundred (2,100) hours of this service during the term of this Agreement.

C. Group Counseling

Contractor shall provide assigned program participants with one youth group counseling/therapy session per week and family counseling as appropriate, based on youth needs assessments. Contractor shall provide a total minimum of six hundred (600) hours of these services during the term of the Agreement.

D. Multi-Family Group Education/Counseling

Contractor shall provide Multi-Family group counseling and education such that all program participants and their families (if applicable) receive a total of 16 sessions. Contractor shall provide a total minimum of one hundred and sixty-seven (167) hours of this service during the term of this Agreement.

E. Additional Counseling/Collateral Contacts

Contractor shall provide a total minimum of two thousand one hundred thirty-three (2,133) hours of additional service during the term of the Agreement. These services shall be determined by the immediate needs of the program or participants, but may include:

• Additional individual, group, or Multi-Family Group counseling sessions;

• Family therapy;

• Referral of program participants and families to other resources and services;

• Collaboration with other Camp Kemp treatment and service providers, including attendance at weekly case conferences with the San Mateo County Mental Health Services and Rape Trauma Services;

• Participation in case conferences, weekly Camp Kemp staff meetings, GIRLS Program Steering Committee meetings, and other collaborative meetings;

• Case consultation and transition planning with community treatment providers; and

• Documentation of delivered services, including preparation of time-keeping records.

Contractor shall be prepared to account for the type of collateral services delivered during the term of this Agreement.

II. Quality of Services to be Performed by the Contractor

A. Contractor shall ensure that program participants are involved in setting their goals and monitoring their progress.

B. Contractor shall maintain sufficiently-detailed case notes in accordance with generally-accepted standards in the mental health field.

C. Contractor shall collaborate and communicate with Probation Department staff and other treatment providers as appropriate.

D. Contractor shall be prepared to report on the progress and status of program participants at all meetings and case conferences.

III. Adherence to Best Practices/Compliance with Laws and Regulations

A. Contractor’s services shall be consistent with the State of California Alcohol and Drug Program (ADP) Certification Standards (http://www.adp.ca.gov/Licensing/pdf/Final_Regulations.pdf).

B. Contractor shall be fully compliant with Center for Substance Abuse Treatment’s Treatment Improvement Protocol 9: Assessment and Treatment of Patients with Co-existing Mental Illness and Alcohol and Other Drug Abuse (http://www.ncbi.nlm.nih.gov/books/bv.fcgi?rid=hstat5.chapter.27486).

C. Contractor shall possess and maintain the appropriate licensure and/or certification required to provide the services described in Exhibit A, Part I (Description of Services) above.

D. If County discovers any practice, procedure, or policy of the Contractor which, in the judgment of the Chief Probation Officer, fails to meet the standard set forth in the Agreement or otherwise threatens the success of the program carried on pursuant to this Agreement, or which jeopardizes the fiscal integrity of said program, County shall give Contractor 15 days written notice during which time the discrepancy or discrepancies shall be corrected to the satisfaction of the County. At the expiration of the 15-day period, if County is satisfied that the discrepancy has been corrected, County shall notify Contractor in writing of satisfactory resolution of the discrepancy. In the event the discrepancy is not resolved, County shall give the Contractor written notice that the corrective action is unsatisfactory and this Agreement shall be deemed terminated, and an effective date of termination shall be stated. No additional notice and no hearing shall be necessary. In the event of termination, all finished or unfinished documents, reports, and other materials (collectively referred to as “materials”) prepared by the Contractor under this Agreement shall become the property of the County and shall be promptly delivered to the County. In such event, County shall reimburse Contractor for the value of satisfactory services performed for the benefit of residents of San Mateo County up to the date the notice is served to Contractor that the County is terminating the contract.

E. All services to be performed by the Contractor pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and Municipal laws, ordinances, and regulations, including but not limited to appropriate licensure regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations.

F. Contractor agrees to fully comply with the Child Abuse and Neglect Reporting Act, California Penal Code 11164 et. seq. Contractor shall ensure that all known or suspected instances of child abuse or neglect are reported to an agency (police department, sheriff’s department, county probation department if designated by the County to receive mandated reports, or the County welfare department) described in California Penal Code Section 11165.9. This responsibility shall include:

1. A requirement that all employees, consultants, or agents performing services under this contract who are required by the California Penal Code to report child abuse or neglect, sign a statement that he or she knows of the reporting requirement and will comply with it;

2. Establishing procedures to ensure reporting even when employees, consultants, or agents who are not required to report child abuse under the California Penal Code gain knowledge of, or reasonably suspect that a child has been a victim of abuse or neglect; and

3. Contractor warrants that its employees, subcontractors, assignees, volunteers, and any other persons who, while providing services under this Agreement, who have supervisory or disciplinary power over any person under his or her care or over any minor, have been fingerprinted in order to determine whether they have a criminal history which would compromise the safety of minors with whom Contractor’s employees, subcontractors, assignees, volunteers have contact (see California Penal Code 11105.3). Contractor further warrants that said employees, subcontractors, assignees, volunteers, and other persons have been cleared by Contractor to perform the services described in this Agreement. All fingerprinting services shall be at Contractor’s sole expense.

IV. Data Collection/Reporting to be Performed by the Contractor

Contractor shall submit quarterly reports and invoices documenting the services delivered in that time period according to the schedule below:

• Quarter 1 (covering the period July 1, 2007-September 30, 2007) – due October 31, 2008

• Quarter 2 (covering the period October 1, 2007-December 31, 2007) – due January 31, 2008

• Quarter 3 (covering the period January 1, 2008-March 31, 2008) – due April 30, 2008

• Quarter 4 (covering the period April 1, 2008-June 30, 2008) – due July 15, 2008

• Quarter 5 (covering the period July 1, 2008-September 30, 2008) – due October 31, 2008

• Quarter 6 (covering the period September 1, 2008-December 31, 2008) – due January 31, 2009

• Quarter 7 (covering the period January 1, 2009-March 31, 2009) – due April 30, 2009

• Quarter 8 (covering the period April 1, 2009-June 30, 2009) – due July 15, 2009

Contractor’s reports shall follow the format contained in Attachment D, Report and Invoice Format.

EXHIBIT “B”

PAYMENTS AND RATES

In consideration of the services provided by Contractor in Exhibit “A,” County shall pay Contractor based on the following fee schedule:

In full consideration of the services provided by Contractor pursuant to this Agreement, and subject to the provisions, County shall pay Contractor in the manner described below. County shall pay Contractor no more than the maximum Agreement obligation of ONE HUNDRED EIGHTY ONE THOUSAND EIGHTY DOLLARS ($181,080.) over the term of this twenty-four (24) month Agreement, July 1, 2007 through June 30, 2009.

The monthly rate of payments shall be:

For the period July 1, 2007-June 30, 2008 -- $9,000/month
For the period July 1, 2007-October 31, 2008 -- $9,270/month
For the period of November 1, 2008-June 30, 2009 -- $4,500/month

1. Contractor shall bill on or before 30 days after quarter end for prior quarter’s services, except for June invoices, which must be received by the San Mateo County Probation Department no later than the immediate following July 15.

2. All invoices must include an invoice number and reference the Agreement number before submission for payment. Reports and invoices are to be sent to:

San Mateo County Probation Department

Margaret J. Kemp Camp

Attention: Glenda Miller, Director

222 Paul Scannell Drive

San Mateo, CA 94402.

3. The County shall not be obligated to pay Contractor for services covered by any invoice received more than 120 days after the date Contractor renders the services, or more than 90 days after this Agreement terminates, whichever is earlier.

4. In the event Contractor claims or receives payment from County for a service, reimbursement for which is later disallowed by County or the State of California, or the United States Government, then Contractor shall promptly refund the disallowed amount to County upon request, or at its option, County may offset the amount disallowed from any payment due or become due to Contractor under this Agreement or any other agreement.

5. Payments for services provided are contingent upon the availability of County, State, Federal, foundation, or other funding. In the event the State or the Federal government does not appropriate the necessary funds as part of either or both of their budgets, the County shall not be liable for any payment whatsoever; including but not limited to, payments that are based on County funds. The County may terminate this Agreement for unavailability of County, State, Federal, foundation, or other funding.

Service

Units Delivered

Hours Delivered

Assessment/Case Planning

[XXX]

Individual Counseling

[XXX]

Group Counseling

[XXX]

Multi-Family Group Education/Counseling

[XXX]

Additional Counseling/Collateral Contacts

[XXX]

TOTAL DELIVERABLES

[XXX]

TOTAL DUE

$XX,XXX