RFP-F-Contr-00000000107 - Power Tools Parts - final to post .docx

BID RFP_F-Contr-00000000107

HANDHELD POWER EQUIPMENT AND PARTS

FOR

PUBLIC WORKS DEPARTMENT

PROPOSAL DUE DATE: OCTOBER 8, 2025

BY 3:00 PM

CONTRA COSTA COUNTY

PURCHASING SERVICES

ANNE ORTIZ, BUYER II

40 MUIR ROAD, 2ND FLOOR

MARTINEZ, CA 94553

General Information:

The Contra Costa Public Works Department (“County”) is soliciting bids from qualified vendor to provide Handheld Power Equipment and Parts.

Proposal Submission:

Proposal Submission:

· Response to this RFP MUST be submitted electronically through the BidNet Direct website - NO EXCEPTIONS.

Proposals will not be accepted after the date and time stated above. Incomplete proposals or proposals that do not conform to the requirements specified herein will not be considered. Issuance of the RFP does not obligate the County to award a blank purchase order, nor is the County liable for any costs incurred by the Vendor in the preparation and submittal of proposals for the subject work. The County retains the right to award all or part of this agreement to several bidders, to not select any bidders, and/or to re-solicit proposals. The act of submitting a proposal is a declaration that the Vendor has read the RFP and understands all the requirements and conditions.

Questions: All questions regarding this RFP will be accepted through the Bidnet Direct website only. The deadline for submitting questions is on or before October 1, 2025 no later than 3:00 PM PST. All questions will be answered by posting on the Bidnet Direct website. Please contact customer service if you need technical assistance with any part of the bid process at support@bidnet.com or call 800-835-4603.

Table of Contents

· Exhibit D – Anti-Collusion Statement

· Exhibit E – CCC Business Opportunity Registration

Section I – Introduction A. Statement of Purpose

The County is seeking to enter into a contract with a Vendor(s) who can provide Handheld Power Equipment and Parts.

B. Background

Contra Costa County was incorporated in 1850 as one of the original 27 counties of the State of California, with the City of Martinez as the County Seat. It is one of the nine counties in the San Francisco-Oakland Bay Area. The County contains 19 incorporated cities and is the ninth most populous county in California, with its population exceeding 1,000,000 as of January 1, 2011. The County provides a wide variety of services, which are administratively organized into nine areas: general government, public protection, health and sanitation, public assistance, education, public ways and facilities, recreation and culture, debt service and capital outlay.

The County is responsible for the maintenance and operation of over 660 miles of roads, 79 miles of streams and channels, and over 150 County buildings. The County services include parks and recreation, sandbag distribution, flood control, road and facilities maintenance, and storm water management. The County operates two airports, Buchanan Field Airport in Concord, and Byron Airport in Byron.

The County is looking for at least one vendor that can serve as our primary source(s) vendor(s) for Handheld Power Equipment and Parts.

The initial term of the agreement as a result of this RFP will be for five (5) years.

C. Calendar of Events

RFP Release date September 17, 2025 , 2025.

Last date to submit written questions October 1, 2025 by 3:00 P.M. PST

D. Correspondance

As for the issuance of this RFP, Vendors are specifically directed not to contact County personnel for meetings, conferences, or technical discussions related to it. Questions about this RFP must be submitted via the BidNet Direct website. Failure to adhere to this policy may result in the vendor's disqualification.

E. Addenda Knowledge

All Vendors shall acknowledge receipt of any amendments to this bid event by signing into the BidNet Direct website. Failure to acknowledge receipt of any amendments may render the bid non-responsive. Changes to this bid event shall be made only by the County. See attachment A.

Section II: Requirements and Qualifications To be considered, respondents must meet the following minimum qualifications:

A. The Vendor shall be regularly and continuously engaged in the business of providing Handheld Power Equipment and Parts for at least five (5) years B. The Vendor shall possess all permits, licenses and professional credentials necessary to supply materials as specified under this RFP.

C. Be an authorized dealer of Stihl equipment.

D. The Vendor must be able to provide all labor, equipment, transportation, and supervision necessary to supply material as described in the scope of work below.

Section III: Instructions to Vendors All proposals shall include the following information, organized as separate sections of the proposal. The proposal should be concise and to the point.

A. Format The Vendor shall submit proposals which are concise and specifically respond to the specifications posted in this RFP. Each proposal shall be submitted with the following:

1. Cover Letter – Signed by an authorized representative of the company

2. Executive Summary

3. Proposal – Within a maximum of 15 pages, no smaller than 12-point font. Describe your company’s specific capabilities, experience, approach, and proposed methodologies that demonstrate a clear understanding of the scope of work, as described in Section IV, “Scope of Work.”

4. Statement of Experience – See Exhibit A. Please note that it is the Vendor’s sole responsibility to ensure that the information for each reference (e.g., firm’s name, and the point of contact’s name, title, and phone number, etc.) is accurate.

5. Resumes of key persons who will be assigned to be main contact for this account.

6. Staffing Plan

7. Price Proposal – See Exhibit B

8. Anti-Collusion Statement – See Exhibit D

9. Contra Costa County Business Opportunity Registration Form – See Exhibit E

10. Addenda Acknowledgement – Attachment A

11. Federal, State, and local permits and licenses, including business registration from the CA Secretary of State

12. Current W9 form.

13. Certificate of Liability Insurance (COI) and Additional Insured Endorsement Letter if applicable

14. Auto Insurance and Auto Insurance Declaration - Must provide a form of auto insurance and declaration, even if the company does not have a vehicle. If there is no company vehicle, then the Vendor shall provide the contact’s auto information.

15. Workers Compensation Insurance - If there is no Workers’ Compensation Insurance, then the Vendor shall submit a completed Workers’ Compensation Exemption Form certifying that the company has no employees.

B. Proposal Submission

· Response to this RFP MUST be submitted electronically through the Bidnet Direct website – NO EXCEPTIONS

· Late submittals WILL NOT be accepted – NO EXCEPTIONS

· Fax submittals WILL NOT be accepted – NO EXCEPTIONS

C. Licenses and Permits The Vendors shall possess all licenses, registrations and permits required by the State of California. Such licenses and permits are to be submitted to the County with the proposal, or prior to the agreement signing date.

D. Proposal Expenses The Vendors shall be fully responsible for all costs incurred in the development and submission of this RFP.

E. Respondents Responsibility The Vendor assumes sole responsibility for the complete effort required in submitting a bid proposal in response to this RFP. No special consideration will be given after bid proposals are opened because of a Vendor’s failure to be knowledgeable as to all of the requirements of this RFP.

F. Interpretation Should any discrepancies, omissions, or doubt as to their meaning be found in the RFP specifications or requirements, the Respondent shall notify the County in writing through the Bidnet Direct website. The County will send written instructions or addenda to all participants in the RFP process. The County shall not be responsible for oral interpretations.

G. Reservations The County reserves the right to do the following at any time and for its own convenience, at its sole discretion:

· To reject any and all proposals without indicating any reasons for such rejection

· Terminate this RFP and issue a new Request for Proposals anytime thereafter

· Extend any or all deadlines specified in the RFP, including deadlines for accepting proposals, by issuing an Addendum at any time prior to the deadline for receipt of responses to the RFP

· Procure any services specified in the RFP by other means

· Disqualify any Vendor on the basis of any real or perceived conflict of interest or evidence of collusion that is disclosed by the proposal or other data available to the County. Such disqualification is at the sole discretion of the County

· Reject the proposal of any Vendor that is in breach of or in default under any other agreement with the County

· Reject any Vendor deemed by the County to be non-responsive, unreliable, unqualified or non-responsible

H. Truth and Accuracy of Representation False, misleading, incomplete, or deceptively unresponsive statements in connection with a proposal shall be sufficient cause for rejection of the proposal.

I. Sub-Agreement and Assignment The agreement binds the heirs, successors, assigns and representatives of the Vendor agreement. Prior written consent of the County, subject to any required state or federal approval, is required before the Vendor agreement may enter into sub agreement for any work contemplated under the agreement, or before the Vendor agreement may assign the agreement or monies due or to become due, by operation of law or otherwise.

J. Addenda No one is authorized to amend any of these documents in any respect by an oral statement or to make any representation or interpretation in conflict with their provisions. Any changes to these documents will be issued in writing via an addendum to be posted on Bidnet Direct website.

K. Addenda Acknowledgement All addenda shall include an acknowledgement of receipt that must be returned. The addenda must be signed and attached to the final response. Failure to attach any addendum may result in the rejection of the response. See Attachment A.

L. Non-Collusion By submitting a signed proposal, the Offeror certifies that there has been no collusion with any other Offeror. Reasonable grounds for believing the Offeror has an interest in more than one proposal will result in the rejection of all proposals in which the Offeror has an interest. Any party to collusion may not be considered in future proposals for the same or similar work. See Exhibit D attached.

Section IV: Scope of Work The County is looking to establish a blanket purchase order(s) with qualified vendor(s) that can provide handheld power equipment and parts.

General Specifications Contra Costa County is seeking qualified vendor(s) to supply handheld equipment and power tools, such as Stihl brand equipment, that are common and necessary for the operations of roads and flood control facilities within the County, at the most favorable rates available.

The Vendor shall be able to assemble the power equipment and provide all the technical expertise, supervision, labor, delivery and other services that are necessary for the proper execution and performance of the blank purchase order, specifically for equipment that still is under manufacturer’s warranty. At no additional cost to the County, the Vendor should be able to arrange for appropriate product/technical training to County staff for specific products lines and or new/upcoming products as requested by the County.

The Vendor(s) shall provide a fixed discount for all handheld power equipment and parts that are available in their retail outlet, whether online or brick-and-mortar store. A brick-and-mortar store located within the County is preferred but not required.

Purchases may be made via phone, online or in-person at the brick-and-mortar store by an authorized County representative. Vendors must accept purchase orders and the County’s Visa Purchasing card.

Delivery

a. The Vendor shall deliver products to any County location in three (3) to five (5) business days after receipt of a County Purchase Order.

b. The Vendor shall be able to respond to emergency orders within 48 hours, if requested by the County.

c. Back Orders: Required delivery from receipt of order to fill back orders is within five (5) working days.

d. Every delivery shall be accompanied by a printed packing slip that includes the following information:

1. Company name, address and phone number;

2. Department/Agency name;

3. Delivery address;

4. County Purchase Order Number;

5. Description and quantity of each item that was ordered; and

6. Description and quantity of each item being delivered

e. Delivery Location, Hours and Instructions

Location: 2475 Waterbird Way, Martinez CA 94553 Liftgate Required? Yes Delivery Hours: M – Th 8:00 AM – 4:30 PM Delivery Instructions:

· When applicable, orders should be properly and securely palletized. Pallets must be in good condition with no broken boards. All Skids need to be tightly stretch-wrapped.

· Vendors or their respective third-party couriers are responsible for unloading their own supplies/products.

Invoicing The Vendor shall submit a single copy of the invoice. All County orders are subject to sales tax. Every delivery shall yield an accurate invoice that includes the following information:

1. Company name, address and phone number;

2. Department/Agency name;

3. Billing address;

4. County Purchase Order Number;

5. Corrigo Work Order

6. Description, quantity, unit price and extended price of each item delivered;

7. Total amount due for the invoice, including any taxes and/or credits an acceptable proof of delivery.

8. Remit to Address

9. Invoice Date

Customer Service

a. The Vendor shall provide a customer service representative who is dedicated to the needs of the County. The representative shall be capable of issuing credits, shipment recalls, special deliveries, price adjustments, generating special reports, and other routine customer service functions as required by the County.

b. The Vendor shall provide an emergency contact to the County available 24/7 during emergency/key disaster events.

c. The Vendor shall be responsible for maintaining all accounts for the County in good working order so that reports are accurate, billing is current, deliveries are complete and on time, and addresses, customer names, and contact information are all current.

Pricing The Vendor shall provide a fixed discount for all handheld power equipment and parts. Any price increase on the base pricing shall be communicated at least 60 days prior to effective dates. Tariff-based increases should include appropriate back up documentation.

Section V: Evaluation and Selection Process A. Selection Criteria All proposals received will be evaluated by an evaluation committee. The following criteria, not listed in the order of importance, will be used to determine which vendor best meets the needs of the County. Proposals will be evaluated based on the following criteria:

1. Qualifications, inclusive of, but not limited to:

· Experience and track record in supplying Handheld power equipment and parts to municipalities, counties and other government entities.

2. Project understanding, methodology and approach

3. Experienced personnel assigned to this job & Staffing Plan.

4. Proposal Cost

5. Client References

B. Award Agreement Upon completion of the review period, the County shall notify those Vendors who may be considered for further evaluation and negotiation. All Vendors so notified may be contacted for an interview and negotiate in good faith in accordance with direction from the County. Any delay caused by the Vendor's failure to respond to directions from the County may lead to a rejection of the Proposal. If the County determines after further evaluation and negotiation, to award the Agreement, a blank purchase order shall be awarded to the successful Vendor(s). No proposal shall be binding upon the County until a agreement is approved by the Board of Supervisors.

C. Best and Final Offer (BAFO) The County, at its sole discretion, may request Best and Final Offer (BAFO) from the finalists.

D. Proposals are Public Records California Government Code Section 6250, the Public Records Act, defines a public record as any writing containing information relating to the conduct of the public’s business prepared, owned, used or retained by any state or local agency regardless of physical form or characteristics. The Public Records Act provides that public records shall be disclosed upon request and that any citizen has a right to inspect any public record, unless the document is exempted from disclosure.

Unless otherwise compelled by a court order, the County will not disclose any proposal while the County conducts its deliberative process in accordance with the procedures identified in this RFP. However, after the County either awards an agreement to a successful bidder, or rejects all proposals, the County shall consider each proposal subject to the public disclosure requirements of the California Public Records Act. Each bidder is hereby informed that, upon submittal of its proposal to the County in accordance with this RFP, the proposal becomes the property of Contra Costa County

E. Local Preference For supplies, materials or equipment in excess of $25,000 and solicited through a competitive bid process, the purchasing agent in evaluating the bid or price for such supplies, materials and/or equipment will determine if the lowest responsible vendor is a local vendor, as defined in this section and, if so, the blank purchase order will be awarded to the local vendor. If the low bid is not a local vendor, any responsive local vendor who submitted a bid which was within seven (7) percent of the lowest responsive bid as determined by the purchasing agent will have the option of submitting a new bid within forty-eight (48) hours (not including weekends or holidays) of the County’s delivery of notification. Such new bids must be in an amount less than or equal to the lowest responsive bid as determined by the purchasing agent. If no new bids are received, the blank purchase order will be awarded to the original low bidder For the purpose of this procedure, a local vendor means any person or business which:

· Has its principal place of business located in Contra Costa County for at least six (6) months immediately prior to the issuance of the request for competitive bids by the purchasing agent, and

· Has a business license, if required, issued by Contra Costa County or located in Contra Costa County

· Any vendor claiming to be a local vendor as defined above must submit with its bid, a statement containing relevant information which demonstrates its status as a local vendor.

· Any person or business falsely claiming to be a local vendor under this section will be ineligible to conduct business with Contra Costa County for a period of not less than three (3) months, and not more than twenty-four (24) months as determined by the purchasing agent

· This section does not apply to blank purchase orders required by state or federal statues or regulations. Blank purchase orders funded in whole or in part by the Federal government are exempt from local preference.

· Ordinance Code reference: 1108-2.407 – Procedure – Local Bid Preference

F. Notice of Intent to Award:

It is the intent of the County to award a contract as the result of this RFP to the highest-ranked proposer(s). The County will notify the successful Proposer in writing and post the results on bidnetdirect.com website. Unsuccessful Proposers will be notified via bidnetdirect.com notification system. It is the responsibility of proposers to check their email notification and have an updated email address on bidnetdirect.com.

G. Protest Protest Policy Any Vendor who is aggrieved in connection with the solicitation or award of an agreement may protest to the Purchasing Agent or designee. The protest shall be submitted in writing to the Purchasing Agent or designee, within five (5) business days after such aggrieved person or company knows or should have known of the facts giving rise thereto. Failure to submit a timely protest shall bar consideration of a protest.

Grounds for Protest The protest shall state all grounds claimed for the protest and include supporting documentation. Failure to clearly state the grounds for the protest and provide supporting documentation shall be deemed a waiver of all protest rights.

Protest Procedures In the event a dispute arises concerning the proposal process prior to the award of the agreement, the party wishing resolution of the dispute shall submit a request in writing to the attention of:

Cindy Shehorn Purchasing Services Manager Contra Costa County - Public Works Department 40 Muir Road, 2nd Floor Martinez CA, 94553

Section VI: Billing and Invoicing The Vendor shall submit a detailed cost proposal to include all aspects of providing the scope of work associated with this Request for Proposal.

A. Payment Terms The Vendor order shall submit a correct and complete invoice(s) to the County after the County accepts the deliverables. Payment terms are Net 30 days, after receipt of correct invoice.

B. Billing Rates Respondents shall submit estimated cost for project. (See Exhibit B)

C. Pricing The Vendor(s) shall provide a sixty (60) day notice for any price increases.

Exhibit A: Statement of Experience

SECTION A

Business Name: Click or tap here to enter text.

Phone #: Click or tap here to enter text.

Address: Click or tap here to enter text.

City: Click or tap here to enter text.

State: Click or tap here to enter text.

ZIP: Click or tap here to enter text.

Federal Tax ID #: Click or tap here to enter text.

Business License #: Click or tap here to enter text.

Business Status:

☐Non-Profit Corporation ☐Corporation State of Incorporation: Click or tap here to enter text.

☐General Partnership ☐Limited Partnership ☐Sole Proprietorship Other: Click or tap here to enter text.

Name and title of an Officer or owner authorized to sign this proposal and any blank purchase order with the County that may result.

Name: Click or tap here to enter text.

Title: Click or tap here to enter text.

SECTION B

Number of years in business under present business name: Click or tap here to enter text.

Other Business Name(s): Click or tap here to enter text.

Number of years under prior name if any: Click or tap here to enter text.

SECTION C

Number of years of experience in providing required, equivalent, or related projects: Click or tap here to enter text.

SECTION D

Similar services/projects completed during the last five years?

(City, State) Agency Name

SECTION E

Have you, or your agency failed or refused to complete a blank purchase order?

☐YES ☐ No If yes, explain: Click or tap here to enter text.

SECTION F

Is your firm authorized to do business in the State of California? ☐Yes ☐No

SECTION G

Is your firm a State of California registered small business?

Small Business Enterprise as defined by the California Government Code, Section 14837, Chapter 3.5 means an independently owned and operated business that is not dominant in its field of operation, the principal office of which is located in California, the officers of which are domiciled in California, and which, together with affiliates, has 100 or fewer employees, and average annual gross receipts of ten million dollars ($10,000,000) or less over the previous three years, or is a manufacturer, as defined in subdivision (c), with 100 or fewer employees. Commencing January 1, 2019, the average annual gross receipts threshold shall be fifteen million dollars ($15,000,000).

☐Yes ☐No

SECTION H

Is your firm local Business?

Principal place of business is located within the boundaries of Contra Costa County.

☐Yes ☐No

SECTION I

Explain any litigation similar to the services requested by this proposal involving you, or your agency, or any principal officer(s) thereof:

Click or tap here to enter text.

SECTION J

Has your company filed any written declaration for bankruptcy protection, a potential merger or acquisition, office closure, pending lawsuits, financial loss that might affect your ability to perform under the blank purchase order? ☐Yes ☐No (if yes, please explain):

Click or tap here to enter text.

SECTION K

License Provisions Has your company changed names or license numbers in the past 10 years? If so, please state reason for change. ☐Yes ☐No

Reason: Click or tap here to enter text.

SECTION L

List the names and titles of the key personnel who would be assigned to the Project.

SECTION M

List all required business and professional licenses that pertain to this Project:

SECTION N

Do you and your agency agree to provide additional information as required by the County to make an informed determination of qualifications?

☐Yes ☐No By signing this Statement of Experience, you are certifying that all information provided on this form and contained within your proposal are true, and you acknowledge that if the proposal contains any false statements, the County may declare any blank purchase order or agreement made as a result of the proposal to be void.

Signature: ________________________________________________ Date: ______________________ Authorized Name: ____________________________________ Title: _____________________________ Handheld Power Equipment and Parts Bid # RFP_F-Contr-00000000107

Exhibit B: PROPOSAL

Standard County Terms:

Provide Percentage % discount from regular list price

Example: early pay discount, etc.

Per Hour

optional fees applicable to orders

Proposed Terms if you wish to propose more flexible and/or extended payment terms, please note below

**Any additions or deviations from the above should be submitted on a separate sheet

Additional Information Required for this Quote

I have read, understood, and agreed to the terms and conditions of all contents of this RFP. The undersigned agrees to furnish the service stipulated in the RFP as stated.

Exhibit C: Customer References Company Name:

Click or tap here to enter text.

Contact Person:

Click or tap here to enter text.

Address:

Tel. Number:

City, State, Zip:

Email Address:

Services Provided / Date(s) of Service: Click or tap here to enter text.

Company Name:

Contact Person:

Address:

Tel. Number:

City, State, Zip:

Email Address:

Services Provided / Date(s) of Service: Click or tap here to enter text.

Company Name:

Contact Person:

Address:

Tel. Number:

Click or tap here to enter text.

City, State, Zip:

Email Address:

Services Provided / Date(s) of Service:

Firm Name: Click or tap here to enter text.

Authorized Name: Click or tap here to enter text.

Title: Click or tap here to enter text. Authorized Signature:

Date: Click or tap here to enter text.

Exhibit D: Anti-Collusion Statement By signing this form, the Bidder agrees that this quote is made without any other understanding, agreement, or connection with any person, corporation, or firm submitting a quote for the same purpose and that the quote is in all respects fair and without collusion or fraud, IT IS AGREED BY THE UNDERSIGNED BIDDER, THAT THE SIGNING AND DELIVERY OF THE QUOTE REPRESENTS THE BIDDER'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THE FORGOING SPECIFICATIONS AND PROVISIONS, AND IF AWARDED, THIS BLANK PURCHASE ORDER WILL REPRESENT THE AGREEMENT BETWEEN THE BIDDER AND THE COUNTY.

NAME OF FIRM: ______________________________________________________________

[Sign in ink in the space provided below]

SIGNED BY: _________________________________________________________________

TITLE: ______________________________________________________________________

ADDRESS: __________________________________________________________________

CITY & STATE: _______________________________________________________________

TELEPHONE: _______________________________________________________________________

Exhibit E: CCC Business Opportunities Registration

Place Holder See Attached

Attachment A: Addenda Acknowledgement

TO BE RETURNED WITH INVITATION TO BID:

RFP No.: _____________ Title: ________________________________________________

ADDENDUM ACKNOWLEDGEMENT (Please initial for addendums received)

Company Name: _____________________________________________________________

Contact Name: _______________________________________________________________

Email Address: ____________________________________________ Phone No.: _________

Address: ____________________________________________________________________

Authorized Signature: _________________________________________________________

Date: _______________________________________________________________________

Attachment B: CCC Terms and Conditions

1. Compliance with Law. Contractor is subject to and must comply with all applicable federal, state, and local laws and regulations with respect to its performance under this contract, including but not limited to, licensing, employment, and purchasing practices; and wages, hours, and conditions of employment, including nondiscrimination.

2. Inspection. Contractor's performance, place of business, and records pertaining to this contract are subject to monitoring, inspection, review and audit by authorized representatives of the County, the State of California, and the United States Government.

3. Records. Contractor must keep and make available for inspection and copying by authorized representatives of the County, the State of California, and the United States Government, the contractor's regular business records and such additional records pertaining to this contract as may be required by the County.

a. Retention of Records. Contractor must retain all documents pertaining to this contract for five years from the date of submission of contractor's final payment demand or final Cost Report; for any further period that is required by law; and until all federal/state audits are complete and exceptions resolved for this contract's funding period. Upon request, contractor must make these records available to authorized representatives of the County, the State of California, and the United States Government.

b. Access to Books and Records of Contractor, Subcontractor. Pursuant to Section 1861(v)(1) of the Social Security Act, and any regulations promulgated thereunder, contractor must, upon written request and until the expiration of five years after the furnishing of services pursuant to this contract, make available to the County, the Secretary of Health and Human Services, or the Comptroller General, or any of their duly authorized representatives, this contract and books, documents, and records of contractor necessary to certify the nature and extent of all costs and charges hereunder.

Further, if contractor carries out any of the duties of this contract through a subcontract with a value or cost of $10,000 or more over a twelve-month period, such subcontract must contain a clause to the effect that upon written request and until the expiration of five years after the furnishing of services pursuant to such subcontract, the subcontractor must make available to the County, the Secretary, the Comptroller General, or any of their duly authorized representatives, the subcontract and books, documents, and records of the subcontractor necessary to verify the nature and extent of all costs and charges thereunder.

This provision is in addition to any and all other terms regarding the maintenance or retention of records under this contract and is binding on the heirs, successors, assigns and representatives of contractor.

4. Reporting Requirements. Pursuant to Government Code Section 7550, contractor must include in all documents and written reports completed and submitted to County in accordance with this contract, a separate section listing the numbers and dollar amounts of all contracts and subcontracts relating to the preparation of each such document or written report. This section applies only if the Payment Limit of this contract exceeds $5,000.

5. Termination and Cancellation.

a. Written Notice. This contract may be terminated by either party, in its sole discretion, upon thirty-day advance written notice thereof to the other, and may be cancelled immediately by written mutual consent.

b. Failure to Perform. County, upon written notice to contractor, may immediately terminate this contract should contractor fail to perform properly any of its obligations hereunder. In the event of such termination, County may proceed with the work in any reasonable manner it chooses. The cost to County of completing contractor's performance will be deducted from any sum due contractor under this contract, without prejudice to County's rights to recover damages.

c. Cessation of Funding. Notwithstanding any contrary language in Paragraphs 5 and 11, in the event that federal, state, or other non-County funding for this contract ceases, this contract is terminated without notice.

6. Entire Agreement. This contract contains all the terms and conditions agreed upon by the parties. Except as expressly provided herein, no other understanding, oral or otherwise, regarding the subject matter of this contract will be deemed to exist or to bind any of the parties hereto.

7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures and budgets required by this contract, including but not limited to, monitoring, evaluating, auditing, billing, or regulatory changes, may be clarified in a written letter signed by contractor and the department head, or designee, of the county department on whose behalf this contract is made. No written clarification prepared pursuant to this Section will operate as an amendment to, or be considered to be a part of, this contract.

8. Modifications and Amendments.

a. General Amendments. In the event that the total Payment Limit of this contract is less than $100,000 and this contract was executed by the County’s Purchasing Agent, this contract may be modified or amended by a written document executed by contractor and the County’s Purchasing Agent or the Contra Costa County Board of Supervisors, subject to any required state or federal approval. In the event that the total Payment Limit of this contract exceeds $100,000 or this contract was initially approved by the Board of Supervisors, this contract may be modified or amended only by a written document executed by contractor and the Contra Costa County Board of Supervisors or, after Board approval, by its designee, subject to any required state or federal approval.

b. Minor Amendments. The Payment Provisions and the Service Plan may be amended by a written administrative amendment executed by contractor and the County Administrator (or designee), subject to any required state or federal approval, provided that such administrative amendment may not increase the Payment Limit of this contract or reduce the services contractor is obligated to provide pursuant to this contract.

9. Disputes. Disagreements between County and contractor concerning the meaning, requirements, or performance of this contract shall be subject to final written determination by the head of the county department for which this contract is made, or his designee, or in accordance with the applicable procedures (if any) required by the state or federal government.

10. Choice of Law and Personal Jurisdiction.

a. This contract is made in Contra Costa County and is governed by, and must be construed in accordance with, the laws of the State of California.

b. Any action relating to this contract must be instituted and prosecuted in the courts of Contra Costa County, State of California.

11. Conformance with Federal and State Regulations and Laws. Should federal or state regulations or laws touching upon the subject of this contract be adopted or revised during the term hereof, this contract will be deemed amended to assure conformance with such federal or state requirements.

12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General Conditions, inspections or approvals, or statements by any officer, agent or employee of County indicating contractor's performance or any part thereof complies with the requirements of this contract, or acceptance of the whole or any part of said performance, or payments therefor, or any combination of these acts, do not relieve contractor's obligation to fulfill this contract as prescribed; nor is the County thereby prevented from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this contract.

13. Subcontract and Assignment. This contract binds the heirs, successors, assigns and representatives of contractor. Prior written consent of the County Administrator or his designee, subject to any required state or federal approval, is required before the contractor may enter into subcontracts for any work contemplated under this contract, or before the contractor may assign this contract or monies due or to become due, by operation of law or otherwise.

14. Independent Contractor Status. The parties intend that contractor, in performing the services specified herein, is acting, as an independent contractor and that contractor will control the work and the manner in which it is performed. This contract is not to be construed to create the relationship between the parties of agent, servant, employee, partnership, joint venture, or association. Contractor is not a County employee. This contract does not give contractor any right to participate in any pension plan, workers’ compensation plan, insurance, bonus, or similar benefits County provides to its employees. In the event that County exercises its right to terminate this contract, contractor expressly agrees that it will have no recourse or right of appeal under any rules, regulations, ordinances, or laws applicable to employees.

15. Conflicts of Interest. Contractor covenants that it presently has no interest and that it will not acquire any interest, direct or indirect, that represents a financial conflict of interest under state law or that would otherwise conflict in any manner or degree with the performance of its services hereunder. contractor further covenants that in the performance of this contract, no person having any such interests will be employed by contractor. If requested to do so by County, contractor will complete a “Statement of Economic Interest” form and file it with County and will require any other person doing work under this contract to complete a “Statement of Economic Interest” form and file it with County. Contractor covenants that contractor, its employees and officials, are not now employed by County and have not been so employed by County within twelve months immediately preceding this contract; or, if so employed, did not then and do not now occupy a position that would create a conflict of interest under Government Code section 1090. In addition to any indemnity provided by contractor in this contract, contractor will indemnify, defend, and hold the County harmless from any and all claims, investigations, liabilities, or damages resulting from or related to any and all alleged conflicts of interest. Contractor warrants that it has not provided, attempted to provide, or offered to provide any money, gift, gratuity, thing of value, or compensation of any kind to obtain this contract.

16. Confidentiality. To the extent allowed under the California Public Records Act, Contractor agrees to comply and to require its officers, partners, associates, agents and employees to comply with all applicable state or federal statutes or regulations respecting confidentiality, including but not limited to, the identity of persons served under this contract, their records, or services provided them, and assures that no person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service. Contractor agrees to inform all employees, agents and partners of the above provisions, and that any person knowingly and intentionally disclosing such information other than as authorized by law may be guilty of a misdemeanor.

17. Nondiscriminatory Services. Contractor agrees that all goods and services under this contract will be available to all qualified persons regardless of age, gender, race, religion, color, national origin, ethnic background, disability, or sexual orientation, and that none will be used, in whole or in part, for religious worship.

18. Indemnification. Contractor will defend, indemnify, save, and hold harmless County and its officers and employees from any and all claims, demands, losses, costs, expenses, and liabilities for any damages, fines, sickness, death, or injury to person(s) or property, including any and all administrative fines, penalties or costs imposed as a result of an administrative or quasi-judicial proceeding, arising directly or indirectly from or connected with the services provided hereunder that are caused, or claimed or alleged to be caused, in whole or in part, by the negligence or willful misconduct of contractor, its officers, employees, agents, contractors, subcontractors, or any persons under its direction or control. If requested by County, contractor will defend any such suits at its sole cost and expense. If County elects to provide its own defense, contractor will reimburse County for any expenditures, including reasonable attorney’s fees and costs. Contractor’s obligations under this section exist regardless of concurrent negligence or willful misconduct on the part of the County or any other person; provided, however, that contractor is not required to indemnify County for the proportion of liability a court determines is attributable to the sole negligence or willful misconduct of the County, its officers and employees. This provision will survive the expiration or termination of this contract.

19. Insurance. During the entire term of this contract and any extension or modification thereof, contractor shall keep in effect insurance policies meeting the following insurance requirements unless otherwise expressed in the Special Conditions:

a. Commercial General Liability Insurance. For all contracts where the total payment limit of the contract is $500,000 or less, contractor will provide commercial general liability insurance, including coverage for business losses and for owned and non-owned automobiles, with a minimum combined single limit coverage of $500,000 for all damages, including consequential damages, due to bodily injury, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Such insurance must be endorsed to include County and its officers and employees as additional insureds as to all services performed by contractor under this contract. Said policies must constitute primary insurance as to County, the state and federal governments, and their officers, agents, and employees, so that other insurance policies held by them or their self-insurance program(s) will not be required to contribute to any loss covered under contractor’s insurance policy or policies. Contractor must provide County with a copy of the endorsement making the County an additional insured on all commercial general liability policies as required herein no later than the effective date of this contract. For all contracts where the total payment limit is greater than $500,000, the aforementioned insurance coverage to be provided by contractor must have a minimum combined single limit coverage of $1,000,000.

b. Workers' Compensation. Contractor must provide workers' compensation insurance coverage for its employees.

c. Certificate of Insurance. The contractor must provide County with (a) certificate(s) of insurance evidencing liability and worker's compensation insurance as required herein no later than the effective date of this contract. If contractor should renew the insurance policy(ies) or acquire either a new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy at any time during the term of this contract, then contractor must provide (a) current certificate(s) of insurance.

d. Additional Insurance Provisions. No later than five days after contractor’s receipt of: (i) a notice of cancellation, a notice of an intention to cancel, or a notice of a lapse in any of contractor’s insurance coverage required by this contract; or (ii) a notice of a material change to contractor’s insurance coverage required by this contract, contractor will provide Department a copy of such notice of cancellation, notice of intention to cancel, notice of lapse of coverage, or notice of material change. Contractor’s failure to provide Department the notice as required by the preceding sentence is a default under this contract.

20. Notices. All notices provided for by this contract must be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to County must be addressed to the head of the county department for which this contract is made. Notices to contractor must be addressed to the contractor's address designated herein. The effective date of notice is the date of deposit in the mails or of other delivery, except that the effective date of notice to County is the date of receipt by the head of the county department for which this contract is made.

21. Primacy of General Conditions. In the event of a conflict between the General Conditions and the Special Conditions, the General Conditions govern unless the Special Conditions or Service Plan expressly provide otherwise.

22. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by contractor under this contract will be purchased by County under a new contract following expiration or termination of this contract, and contractor waives all rights or claims to notice or hearing respecting any failure to continue purchasing all or any such services from contractor.

23. Possessory Interest. If this contract results in contractor having possession of, claim or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this contract results in the placement of taxable improvements on tax exempt land (Revenue & Taxation Code Section 107), such interest or improvements may represent a possessory interest subject to property tax, and contractor may be subject to the payment of property taxes levied on such interest.