HomeMy WebLinkAboutAgreement A-16-367 with Redwood Toxicology Laboratory.pdfCounty Agreement with Redwood Toxicology Laboratory, Inc., 2016
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A G R E E M E N T
THIS AGREEMENT is made and entered into this day of ________, 2016, by
and between the COUNTY OF FRESNO, a political subdivision of the State of California,
hereinafter referred to as "COUNTY", and REDWOOD TOXICOLOGY LABORATORY,
INCORPORATED, a California Corporation, whose address is 3650 Westwind Boulevard, Santa
Rosa, CA, 95403, hereinafter referred to as "CONTRACTOR".
W I T N E S S E T H:
WHEREAS, COUNTY’s Probation Department has need of toxicology laboratory services
including, but not limited to, supplies for specimen collections; specimen pick-up and delivery; and
laboratory testing for evidentiary analysis; and
WHEREAS, CONTRACTOR is qualified and willing to provide such services pursuant to the
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
1. OBLIGATIONS OF THE CONTRACTOR
A. CONTRACTOR shall perform all services and fulfill all responsibilities in a
manner consistent with COUNTY’S Request for Quotation (RFQ) 962-5451 dated February 25,
2016, Addendum No. One (1) thereto, dated March 25, 2016, and Addendum No. Two (2) thereto
dated April 8, 2016 (collectively COUNTY’s “RFQ”) attached hereto as Exhibit A, and
CONTRACTOR’S response to said RFQ dated April 26, 2016 (hereinafter “Response”) attached
hereto as Exhibit B, both exhibits of which are incorporated herein by reference and made part of
this Agreement.
B. CONTRACTOR may subcontract with local laboratories in the event that
CONTRACTOR is not able to perform all tests and provide all services required hereunder, but
only if such laboratories are able to provide, the same or better level and quality of service as
CONTRACTOR. Notwithstanding the foregoing, CONTRACTOR shall bear sole and primary
responsibility for all services, including results, to be provided in a timely manner, even when tests
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and services are provided by CONTRACTOR’S subcontractor. COUNTY shall not deal with any
subcontractor for any service or test results, in accordance with Section 14, entitled
“SUBCONTRACTS,” of this Agreement.
2. OBLIGATIONS OF THE COUNTY
A. COUNTY shall compensate CONTRACTOR in accordance with Section
5, “COMPENSATION/INVOICING,” of this Agreement.
3. TERM
The term of this Agreement shall be for a period of three (3) years, beginning
July 1, 2016 and ending June 30, 2019. This Agreement may be extended for two (2) additional
consecutive twelve (12) month periods upon written approval of both parties no later than thirty
(30) days prior to the first day of the next twelve (12) month extension period. The Chief Probation
Officer or his/her designee is authorized to execute such written approval on behalf of COUNTY
based on CONTRACTOR’S satisfactory performance.
4. TERMINATION
A. Non-Allocation of Funds - The terms of this Agreement, and the services to
be provided hereunder, are contingent on the approval of funds by the appropriating government
agency. Should sufficient funds not be allocated, the services provided may be modified, or this
Agreement terminated, at any time by giving the CONTRACTOR thirty (30) days advance written
notice.
B. Breach of Contract - COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
1) An illegal or improper use of funds;
2) A failure to comply with any term of this Agreement;
3) A substantially incorrect or incomplete report submitted to COUNTY;
4) Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY
of any breach of this Agreement or any default which may then exist on the part of the
CONTRACTOR. Neither shall such payment impair or prejudice any remedy available to the
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COUNTY with respect to the breach or default. The COUNTY shall have the right to demand of
the CONTRACTOR the repayment to the COUNTY of any funds disbursed to the CONTRACTOR
under this Agreement, which in the judgment of the COUNTY were not expended in accordance
with the terms of this Agreement. The CONTRACTOR shall promptly refund any such funds upon
demand.
C. Without Cause - Under circumstances other than those set forth above,
this Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written
notice of an intention to terminate to CONTRACTOR.
5. COMPENSATION/INVOICING
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to
receive compensation for services at the rates set forth in CONTRACTOR’S Quotation Schedule,
attached hereto as Exhibit C and by this reference incorporated herein.
Under no circumstances shall payments made by the COUNTY to
CONTRACTOR under this Agreement exceed $125,000 annually. The maximum amount
payable by the COUNTY to the CONTRACTOR under this Agreement for the potential five (5)
year contract term is $625,000. It is understood that all expenses incidental to
CONTRACTOR'S performance of services under this Agreement shall be borne by
CONTRACTOR.
CONTRACTOR’S invoices, submitted monthly and separately for each
Probation account number, shall reference the COUNTY Agreement Number as noted on page 1
of this Agreement, and shall include the account number, laboratory control/accession number,
client name and/or probation number, date of service, test description, and the individual unit
cost of each test within the invoicing period. Invoices shall be addressed to the County of Fresno
Probation Department, either by mail to the Business Office, 3333 E. American Avenue, Suite
B, Fresno, CA 93725, or electronically to: ProbationInvoices@co.fresno.ca.us. COUNTY shall
pay CONTRACTOR within forty-five (45) days after receipt and verification of CONTRACTOR’S
properly completed invoices.
If invoices are incorrect, COUNTY shall have the right to withhold payment as
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to only that portion of the invoice that is incorrect. COUNTY shall provide five (5) days prior
notice to CONTRACTOR of any intent to withhold funds due to incorrect invoices.
CONTRACTOR agrees to continue to provide service for a period of ninety (90) days after
notification of an incorrect invoice. If after ninety (90) days, an invoice is still not corrected to the
Probation Department’s satisfaction, COUNTY shall have the right to deny payment on such
invoices.
In the event this Agreement is terminated, CONTRACTOR shall submit all
invoices to COUNTY for services provided up to the date of termination within ninety (90) days
following the termination date. COUNTY shall have the right to deny payment on any invoices not
submitted within ninety (90) days following the termination date of this Agreement.
6. INDEPENDENT CONTRACTOR
In performance of the work, duties and obligations assumed by
CONTRACTOR under this Agreement, it is mutually understood and agreed that CONTRACTOR,
including any and all of the CONTRACTOR'S officers, agents, and employees will at all times be
acting and performing as an independent contractor, and shall act in an independent capacity and
not as an officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY.
Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method
by which CONTRACTOR shall perform its work and function. However, COUNTY shall retain the
right to administer this Agreement so as to verify that CONTRACTOR is performing its obligations
in accordance with the terms and conditions thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of
law and the rules and regulations, if any, of governmental authorities having jurisdiction over
matters the subject thereof.
Because of its status as an independent contractor, CONTRACTOR shall have
absolutely no right to employment rights and benefits available to COUNTY employees.
CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its
employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely
responsible and save COUNTY harmless from all matters relating to payment of
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CONTRACTOR'S employees, including compliance with Social Security withholding and all other
regulations governing such matters. It is acknowledged that during the term of this Agreement,
CONTRACTOR may be providing services to others unrelated to the COUNTY or to this
Agreement.
7. MODIFICATION
Any matters of this Agreement may be modified from time to time by the written
consent of all the parties without, in any way, affecting the remainder.
A. Notwithstanding the above, “minor modifications”, as determined by
CONTRACTOR or the Chief Probation Officer or his/her designee, may be made to Section 1,
entitled “OBLIGATIONS OF CONTRACTOR,” of this Agreement, or to Exhibit A. Such “minor
modifications” will be accomplished through a written letter from the Chief Probation Officer or
his/her designee to the CONTRACTOR or a written letter by CONTRACTOR to the Chief
Probation Officer or his/her designee, followed by a letter of approval sent by the receiving party to
the sending party, provided however, neither party shall be obligated to approve any “minor
modifications” proposed by the other party. Such “minor modifications” shall not affect the
maximum compensation allowable under this Agreement, and shall be defined as and limited to
the following:
1) The addition of toxicology laboratory tests (i.e. steroids), which shall
be charged at the list prices included in the Additional Optional Pricing Schedule set forth in
Exhibit B.
2) If COUNTY desires to add a toxicology laboratory test that is not
listed in the Response (Exhibit B), COUNTY and CONTRACTOR shall negotiate the price and
provide mutual written consent to add the test to the Additional Optional Pricing Schedule of the
Response; and
3) The addition or deletion of a urine specimen collection or pick-up
site; and
4) Changes in addresses to which notices or invoices are to be sent.
8. NON-ASSIGNMENT
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Neither party shall assign, transfer or sub-contract this Agreement nor their
rights or duties under this Agreement without the prior written consent of the other party, except as
provided in Section 1.B and Section 14 of this Agreement.
9. HOLD HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S
request, defend the COUNTY, its officers, agents, and employees from any and all costs and
expenses, damages, liabilities, claims, and losses occurring or resulting to COUNTY in connection
with the performance, or failure to perform, by CONTRACTOR, its officers, agents, or employees
under this Agreement, and from any and all costs and expenses, damages, liabilities, claims, and
losses occurring or resulting to any person, firm, or corporation who may be injured or damaged
by the performance, or failure to perform, of CONTRACTOR, its officers, agents, or employees
under this Agreement.
10. INSURANCE
Without limiting the COUNTY's right to obtain indemnification from
CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full
force and effect the following insurance policies or a program of self-insurance throughout the
term of this Agreement:
A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars
($2,000,000). This policy shall be issued on a per occurrence basis, with the exception of
Products/Completed Operations, which may be written on a separate, claims made policy with an
aggregate limit of Ten Million Dollars ($10,000,000). COUNTY may require specific coverages
including completed operations, products liability, contractual liability, Explosion-Collapse-
Underground, fire legal liability or any other liability insurance deemed necessary because of the
nature of this contract.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of
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not less than Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred
Thousand Dollars ($500,000.00) per accident and for property damages of not less than Fifty
Thousand Dollars ($50,000.00), or such coverage with a combined single limit of Five Hundred
Thousand Dollars ($500,000.00). Coverage should include owned and non-owned vehicles used
in connection with this Agreement.
C. Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N.,
L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less
than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00)
annual aggregate.
D. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the
California Labor Code.
CONTRACTOR shall obtain endorsements to the Commercial General Liability
insurance naming the County of Fresno, its officers, agents, and employees, individually and
collectively, as additional insured, but only insofar as the operations under this Agreement are
concerned. Such coverage for additional insured shall apply as primary insurance and any other
insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be
excess only and not contributing with insurance provided under CONTRACTOR's policies herein.
This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance
written notice given to COUNTY.
Within Thirty (30) days from the date CONTRACTOR signs and executes this
Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as stated
above for all of the foregoing policies, as required herein, to the County of Fresno, Probation
Administration Division Director, Greg Reinke, 3333 E. American Ave, Suite B, Fresno, CA 93725,
stating that such insurance coverages have been obtained and are in full force; that the County of
Fresno, its officers, agents and employees will not be responsible for any premiums on the
policies; that such Commercial General Liability insurance names the County of Fresno, its
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officers, agents and employees, individually and collectively, as additional insured, but only insofar
as the operations under this Agreement are concerned; that such coverage for additional insured
shall apply as primary insurance and any other insurance, or self-insurance, maintained by
COUNTY, its officers, agents and employees, shall be excess only and not contributing with
insurance provided under CONTRACTOR's policies herein; and that this insurance shall not be
cancelled or changed without a minimum of thirty (30) days advance, written notice given to
COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance
coverage as herein provided, the COUNTY may, in addition to other remedies it may have,
suspend or terminate this Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the
State of California, and such insurance shall be purchased from companies possessing a current
A.M. Best, Inc. rating of A FSC VII or better.
11. CONFIDENTIALITY
All services performed by CONTRACTOR under this Agreement shall be in
strict conformance with all applicable Federal, State of California and/or local laws and regulations
relating to confidentiality.
12. NON-DISCRIMINATION
During the performance of this Agreement CONTRACTOR shall not unlawfully
discriminate against any employee or applicant for employment, or recipient of services, because
of race, religion, color, national origin, ancestry, physical disability, medical condition, marital
status, age or gender, pursuant to all applicable State of California and Federal statutes and
regulations.
13. LICENSES
CONTRACTOR warrants that it possesses all licenses and/or certifications
required by local, State of California and/or Federal laws and regulations, and the Probation
Department including but not limited to valid California Clinical Laboratory License, Clinical
Laboratory Improvement Amendments (CLIA) Certification, and Substance Abuse and Mental
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Health Services Administration (SAMSHA) Certification for the conduct of its business and shall
operate its business in accordance with all applicable laws and regulations. CONTRACTOR
further warrants that all of its personnel performing services under this Agreement shall be
licensed and/or certified where so required to lawfully perform their duties and shall maintain such
licensure and/or certifications throughout the term of this Agreement. CONTRACTOR shall
maintain copies of all licenses and/or certifications noted above and shall allow COUNTY to
review these documents upon request.
14. SUBCONTRACTORS
CONTRACTOR shall assume full responsibility for all services and activities
covered by this Agreement, whether or not CONTRACTOR is providing those services directly.
Further, COUNTY will consider CONTRACTOR to be the sole point of contact with regard to
contractual matters, including payment of any and all charges resulting from this Agreement.
CONTRACTOR shall be responsible to COUNTY for the proper performance of any subcontract.
Any subcontractor shall be subject to the same terms, limitations and conditions that
CONTRACTOR is subject to under this Agreement.
15. AUDITS AND INSPECTIONS
The CONTRACTOR shall at any time during business hours, and as often as
the COUNTY may deem necessary, make available to the COUNTY for examination all of its
records and data with respect to the matters covered by this Agreement. The CONTRACTOR
shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records
and data necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR
shall be subject to the examination and audit of the Auditor General for a period of three (3) years
after final payment under contract (Government Code Section 8546.7).
16. NOTICES:
The persons and their addresses having authority to give and receive notices
under this Agreement include the following:
COUNTY CONTRACTOR
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Chief Probation Officer
Fresno Co. Probation Department
President
Redwood Toxicology Laboratory, Inc.
3333 E. American Ave, Suite B 3650 Westwind Blvd.
Fresno, CA 93725 Santa Rosa, CA 95403
Any and all notices between the COUNTY and the CONTRACTOR provided
for or permitted under this Agreement or by law shall be in writing and shall be deemed duly
served when personally delivered to one of the parties, or in lieu of such personal services, when
deposited in the United States Mail, postage prepaid, addressed to such party.
17. GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only be in
Fresno County, California. The rights and obligations of the parties and all interpretation and
performance of this Agreement shall be governed in all respects by the laws of the State of
California.
18. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a
corporation (a for-profit or non-profit corporation) or if during the term of the agreement, the
CONTRACTOR changes its status to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self -
dealing transactions that they are a party to while CONTRACTOR is providing goods or
performing services under this agreement. A self-dealing transaction shall mean a transaction
to which the CONTRACTOR is a party and in which one or more of its directors has a material
financial interest. Members of the Board of Directors shall disclose any self -dealing
transactions that they are a party to by completing and signing a Self -Dealing Transaction
Disclosure Form, attached hereto as Exhibit D and incorporated herein by reference, and
submitting it to the COUNTY prior to commencing with the self -dealing transaction or
immediately thereafter.
19. ENTIRE AGREEMENT:
This Agreement, including all exhibits, constitutes the entire agreement
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between the CONTRACTOR and COUNTY with respect to the subject matter hereof and
supersedes all previous Agreement negotiations, proposals, commitments, writings,
advertisements, publications, and understanding of any nature whatsoever unless expressly
included in this Agreement. In the event of any inconsistency in interpreting the documents which
constitute this Agreement, the inconsistency shall be resolved by giving precedence in the
following order of priority: (1) the text of this Agreement including Exhibits C and D, but excluding
Exhibits A and B; (2) COUNTY’s RFP (Exhibit A); and (3) CONTRACTOR'S Response (Exhibit B).
County Ag reement w ith Redwood Toxicology Laboratory , Inc., 20 16
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
2 of the day and year first here inabove written.
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CONTRACTOR
Date : 0/t /lh
PLEASE SEE ADDITIONAL
SIGNATURE PAGE ATTACHED
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COUNTY OF FRESNO
£___;;r ~~
Ernest Buddy Mende
Chairman , Board of Supervisors
Date: ~L\.JD e... d-.\ , d--Oll o
ATTEST:
Bernice E . Seidel, Clerk
Board of Supervisors
Deputy
EXHIBIT C
QUOTATION SCHEDULE
TYPE OF ANALYSIS COST PER TEST
1. Drug screen, as specified
(Qualitative) $ 3.75
2. Drug screen, as specified
(Quantitative) $ 8.00 per drug
3. Drug Screen, LSD $ 7.50
4. Drug Screen, Barbiturates $ 3.00
5. Drug Screen, Synthetic Cathinones $ 18.00
6. Drug Screen, Cannabimimetics $ 13.00
Expert Witness Testimony
Court Appearance - First Hour: $ 250.00 per hour
Court Appearance - Each additional Hour after the first hour: $ 100.00 per hour
Mileage Allowance: No Charge
Internet
1. Charge/no charge for internet access to test r esults No Charge
2. Charge/no charge for training staff on internet portal
system, Chain of Custody collection and lab process No Charge
EXHIBIT D
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporat ion is a party and in which one
or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member’s name, job title (if applicable), and date this disclosure is being made.
(2) Enter the board member’s company/agency name and address.
(3) Describe in detail the nature of the self -dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation’s transaction that the
board member has.
(4) Describe in detail why the self -dealing transaction is appropriate based on ap plicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self -dealing transaction
described in Sections (3) and (4).
EXHIBIT D
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: Date: