AN AMENDMENT TO THE AGREEMENT BETWEEN
THE COUNTY OF SAN MATEO AND
THIS AMENDMENT TO THE AGREEMENT entered into this _____ day of _______________ , 20_____, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and PYRAMID ALTERNATIVES (PA) , 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, on December 17, 2008, the County Manager’s Office executed Agreement Number 32000-09-C182 in the amount of $50,000 for the term July 1, 2008 through December 31, 2008 ,wherein Pyramid Alternatives agreed to provide a new and expanded comprehensive school based program called Strengthening Our Youth; and
WHEREAS, on April 13, 2009, the County Manager’s Office executed Agreement Number 32000-09-C253 in the amount of $100,000 for the term January 1, 2009 through June 30, 2010 since the contract expired to continue services called Strengthening Our Youth; and
WHEREAS, the parties now wish to further Amend the Agreement to add funds in the amount of $181,204 for a new total obligation of $331,204 to fulfill the Juvenile Probation and Camps Funding.
NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:
Paragraph 3: Payments is hereby amended to read as follows
In consideration of the services rendered in accordance with all terms, conditions and specifications set forth herein and in Exhibit "A and A1", County shall make payment to Contractor in the manner specified herein and in Exhibit "B1". In the event that the County makes any advance payments, Contractor agrees to refund any amounts in excess of the amount owed by the County at the time of contract termination. 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 total payment for services under this Agreement exceed THREE HUNDRED THIRTY ONE THOUSAND TWO HUNDRED FOUR DOLLARS ($331,204).
Paragraph 5: Workers’ Compensation Insurance is hereby deleted.
Paragraph 6: Insurance is hereby deleted and replaced with the Paragraph 6:
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 I will comply
with such provisions before commencing the performance of the work of this
(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.
Paragraph 7: Hold Harmless is hereby deleted and replaced with the
Paragraph 7: Hold Harmless below:
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.
Paragraph 11: Payments of Permits/Licenses is hereby deleted and replaced
with the Paragraph 11: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
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
Contractor will timely and accurately complete, sign, and submit all necessary
documentation of compliance.
Paragraph 12: Non-Discrimination is hereby deleted and replaced with the
Paragraph 12: Non-Discrimination below:
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 nondiscrimination 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;
ii) 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.
Paragraph 13: Equal Benefits is hereby deleted.
Paragraph 14: Retention of Records is hereby deleted and replaced with the
Paragraph 14: Retention of Records, Right to Monitor and Audit below:
(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.
Paragraph 18: Availability of Funds below is hereby added:
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
Paragraph 19: Compliance with Contractor Employee Jury Service Ordinance below is hereby added:
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.
Paragraph 20: Controlling Law and Venue below is hereby added:
Paragraph 21: Notices below is hereby added:
Any notice, request, demand, or other communication required or 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 Department
Anessa Farber, Management Analyst, Juvenile Services
222 Paul Scannell Drive
San Mateo, CA 944032
In the case of Contractor, to:
Janeen Smith, Executive Director
480 Manor Plaza
Pacifica, CA 94044
In the event that the facsimile transmission is not possible, notice shall be given both by United States mail and an overnight courier as outlined above.
Exhibit B- Payment Schedule is hereby replaced with Exhibit B1 (rev. 8/09)
Exhibit C- Program Monitoring is hereby replaced with Exhibit C1 (rev 8/09)
All other terms and conditions of the Agreement dated April 13, 2009 shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hands.
COUNTY OF SAN MATEO
Mark Church, President
Board of Supervisors
Clerk of Said Board
Janeen Smith, Executive Director
Exhibit BI (08/09)
PYRAMID ALTERNATIVES (PA)
January 1, 2009 through June 30, 2010
In full consideration of services rendered in accordance with the Exhibit "A1, Attachment I" herein and the terms of this Agreement, County shall pay Contractor in the following manner unless otherwise specifically authorized by the Chief Probation Officer or his designee.
1. Contractor will submit to the County quarterly invoices for actual expenditures with supporting documents on or before the fifteenth (15) of the month after each quarter end. Payments shall be made within thirty (30) working days of receiving approval from the Chief Probation Officer or his/her designee. Contractor will submit invoices on the following due dates:
October 15, 2009, January 15, 2010, April 15, 2010, July 5, 2010
2. The maximum amount County shall pay the Contractor shall not exceed THREE HUNDRED THIRTY ONE THOUSAND TWO HUNDRED FOUR DOLLARS ($331,204) for the term of the Agreement.
3. Contractor will submit actual invoice for program expenditures, JPCF Provider Time Study Forms (see Attachment IV) for each program staff, and the quarterly program units of service report to: Anessa Farber, Management Analyst, Juvenile Services, 222 Paul Scannell Drive, San Mateo, CA 94402.
4. Indirect expenses must not exceed 12% of the total program or quarterly and must be consistent with the other provisions identified in the contract scope of work.
5. Payment for services provided is contingent upon the availability of County, State or Federal funds. 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 Federal, State or County funds.
6. County may withhold all or part of Contractor's total payment if the Chief Probation Officer or his designee reasonably determines that Contractor has not satisfactorily performed the services as described in Exhibit “A1” of this Agreement.
7. County will give thirty (30) days prior written notice to Contractor of County's intent to withhold payment.
8. If County reasonably determines that circumstances warrant immediate action, County may withhold payment immediately, without the thirty (30) day waiting period, upon County's written notice with justification to Contractor.
Exhibit C1 (08/09)
PYRAMID ALTERNATIVES (PA)
January 1, 2009 through June 30, 2010
1. Contractor will participate in an Evaluation Sub-Committee facilitated by Applied Survey Research (ASR) and San Mateo County Probation to address local and state programming requirements. Relevant intended outcome, objectives and other evaluation measures will be discussed and measured. Contractor will participate fully in all evaluation techniques agreed to by the subcommittee, including but not limited to a logic model, evaluation plan and a variety of collection methods (see attachments I and II for Pyramid Alternatives-specific documents). Contractor will submit individual level demographic, service level/dosage and outcome data (see Attachment III—San Mateo County JPCF Evaluation Data List for Pyramid Alternatives-specific data elements) semi-annually or as needed by ASR for local and state requirements.
2. Contractor to submit to the County JPCF Monitor, Anessa Farber, 222 Paul Scannell Road, San Mateo, CA 94402 the following documents on a quarterly basis:
• October 15, 2009
• January 15, 2010
• April 15, 2010
• July 5, 2010
a) Supporting salary and benefit documentation for each JPCF-funded staff and receipts for all operational costs. Indirect costs must be limited to funds remaining after staff and direct program costs are covered and may not exceed 12% of the total invoice. Documentation of what is included in the indirect cost rate may be requested at any time.
b) Monthly Provider Time Study Forms for each JPCF funded staff (see Attachment (IV) of the original Agreement.
c) Quarterly program units of service report showing the actual delivery of services, broken down by program components as described in Exhibit A1 and Attachment 1 of the original Agreement, and including the following current and year-to-date information:
• Number of unduplicated youth being served
• Number of family members being served
• Number of units of service provided by the “service type” data list as described in Attachment III pg. 3 of the original Agreement.
d) A quarterly summary of program service high-lights, identified problems, solutions, and goals.
3. County Responsibilities
1. Coordinate with Apply Survey Research (ASR) JPCF evaluator to review and monitor all correspondence and reports submitted by Contractor.
2. Meet with Program Directors and staff as requested.
3. View sites as needed during the term of this Agreement.
4. Assure Probation participation in evaluation subcommittee work.