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Attachment A: SAMPLE COUNTY CONTRACT GENERAL CONDITIONS
Agreement No. __________________________
AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND [Contractor name]
This Agreement is entered into this _____ day of _______________ , 20_____, by and between
the County of San Mateo, a political subdivision of the state of California, hereinafter called
“County,” and [Insert contractor legal name here], hereinafter called “Contractor.”
* * *
Whereas, pursuant to Section 31000 of the California Government Code, County may contract
with independent contractors for the furnishing of such services to or for County or any
Department thereof; and
Whereas, it is necessary and desirable that Contractor be retained for the purpose of
[Enter information here].
Now, therefore, it is agreed by the parties to this Agreement as follows:
1. Exhibits and Attachments
The following exhibits and attachments are attached to this Agreement and incorporated into
this Agreement by this reference:
Exhibit A—Services
Exhibit B—Payments and Rates
2. Services to be performed by Contractor
In consideration of the payments set forth in this Agreement and in Exhibit B, Contractor shall
perform services for County in accordance with the terms, conditions, and specifications set
forth in this Agreement and in Exhibit A.
3. Payments
In consideration of the services provided by Contractor in accordance with all terms, conditions,
and specifications set forth in this Agreement and in Exhibit A, County shall make payment to
Contractor based on the rates and in the manner specified in Exhibit B. County reserves the
right to withhold payment if County determines that the quantity or quality of the work performed
is unacceptable. In no event shall County’s total fiscal obligation under this Agreement exceed
[write out amount] ($Amount). 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 or expiration. Contractor is not entitled to payment for work not
performed as required by this agreement.
4. Term
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Subject to compliance with all terms and conditions, the term of this Agreement shall be from
[Month and day] , 20[last 2 digits of start year], through [Month and day] ,
20[last 2 digits of end year].
5. Termination
This Agreement may be terminated by Contractor or by the [Title of County Department Head]
or his/her designee at any time without a requirement of good cause upon thirty (30) days’
advance written notice to the other party. 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 prorated portion of the full payment determined by comparing the
work/services actually completed to the work/services required by the Agreement.
County may terminate this Agreement or a portion of the services referenced in the Attachments
and Exhibits based upon the unavailability of Federal, State, or County funds by providing
written notice to Contractor as soon as is reasonably possible after County learns of said
unavailability of outside funding.
County may terminate this Agreement for cause. In order to terminate for cause, County must
first give Contractor notice of the alleged breach. Contractor shall have five business days after
receipt of such notice to respond and a total of ten calendar days after receipt of such notice to
cure the alleged breach. If Contractor fails to cure the breach within this period, County may
immediately terminate this Agreement without further action. The option available in this
paragraph is separate from the ability to terminate without cause with appropriate notice
described above. In the event that County provides notice of an alleged breach pursuant to this
section, County may, in extreme circumstances, immediately suspend performance of services
and payment under this Agreement pending the resolution of the process described in this
paragraph. County has sole discretion to determine what constitutes an extreme circumstance
for purposes of this paragraph, and County shall use reasonable judgment in making that
determination.
6. Contract Materials
At the end of this Agreement, or in the event of termination, all finished or unfinished
documents, data, studies, maps, photographs, reports, and other written materials (collectively
referred to as “contract materials”) prepared by Contractor under this Agreement shall become
the property of County and shall be promptly delivered to County. Upon termination, Contractor
may make and retain a copy of such contract materials if permitted by law.
7. 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 County and that neither
Contractor nor its employees acquire any of the rights, privileges, powers, or advantages of
County employees.
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8. Hold Harmless
a. General Hold Harmless
Contractor shall indemnify and save harmless County and its officers, agents, employees, and
servants from all claims, suits, or actions of every name, kind, and description resulting from this
Agreement, the performance of any work or services required of Contractor under this
Agreement, or payments made pursuant to this Agreement brought for, or on account of, any of
the following:
(A) injuries to or death of any person, including Contractor or its
employees/officers/agents;
(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, if applicable, 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 and/or its officers, agents, employees, or
servants. However, Contractor’s duty to indemnify and save harmless under this
Section 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 by this Section shall include
the duty to defend as set forth in Section 2778 of the California Civil Code.
b. Intellectual Property Indemnification (You may delete entire IP Indemnification section if
not relevant – County Counsel review is not required if section is deleted)
Contractor hereby certifies that it owns, controls, and/or licenses and retains all right, title,
and/or interest in and to any intellectual property it uses in relation to this Agreement, including
the design, look, feel, features, source code, content, and/or other technology relating to any
part of the services it provides under this Agreement and including all related patents,
inventions, trademarks, and copyrights, all applications therefor, and all trade names, service
marks, know how, and trade secrets (collectively referred to as “IP Rights”) except as otherwise
noted by this Agreement.
Contractor warrants that the services it provides under this Agreement do not infringe, violate,
trespass, or constitute the unauthorized use or misappropriation of any IP Rights of any third
party. Contractor shall defend, indemnify, and hold harmless County from and against all
liabilities, costs, damages, losses, and expenses (including reasonable attorney fees) arising
out of or related to any claim by a third party that the services provided under this Agreement
infringe or violate any third-party’s IP Rights provided any such right is enforceable in the United
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States. Contractor’s duty to defend, indemnify, and hold harmless under this Section applies
only provided that: (a) County notifies Contractor promptly in writing of any notice of any such
third-party claim; (b) County cooperates with Contractor, at Contractor’s expense, in all
reasonable respects in connection with the investigation and defense of any such third-party
claim; (c) Contractor retains sole control of the defense of any action on any such claim and all
negotiations for its settlement or compromise (provided Contractor shall not have the right to
settle any criminal action, suit, or proceeding without County’s prior written consent, not to be
unreasonably withheld, and provided further that any settlement permitted under this Section
shall not impose any financial or other obligation on County, impair any right of County, or
contain any stipulation, admission, or acknowledgement of wrongdoing on the part of County
without County’s prior written consent, not to be unreasonably withheld); and (d) should services
under this Agreement become, or in Contractor’s opinion be likely to become, the subject of
such a claim, or in the event such a third party claim or threatened claim causes County’s
reasonable use of the services under this Agreement to be seriously endangered or disrupted,
Contractor shall, at Contractor’s option and expense, either: (i) procure for County the right to
continue using the services without infringement or (ii) replace or modify the services so that
they become non-infringing but remain functionally equivalent.
Notwithstanding anything in this Section to the contrary, Contractor will have no obligation or
liability to County under this Section to the extent any otherwise covered claim is based upon:
(a) any aspects of the services under this Agreement which have been modified by or for
County (other than modification performed by, or at the direction of, Contractor) in such a way
as to cause the alleged infringement at issue; and/or (b) any aspects of the services under this
Agreement which have been used by County in a manner prohibited by this Agreement.
The duty of Contractor to indemnify and save harmless as set forth by this Section shall include
the duty to defend as set forth in Section 2778 of the California Civil Code.
9. Assignability and Subcontracting
Contractor shall not assign this Agreement or any portion of it 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 County’s prior written
consent shall give County the right to automatically and immediately terminate this Agreement
without penalty or advance notice.
10. Insurance
a. General Requirements
Contractor shall not commence work or be required to commence work under this Agreement
unless and until all insurance required under this Section has been obtained and such insurance
has been approved by County’s Risk Management, and Contractor shall use diligence to obtain
such insurance and to obtain such approval. Contractor shall furnish County with certificates of
insurance evidencing the required coverage, and there shall be a specific contractual liability
endorsement extending Contractor’s coverage to include the contractual liability assumed by
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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 County of any pending change
in the limits of liability or of any cancellation or modification of the policy.
b. Workers’ Compensation and Employer’s Liability Insurance
Contractor shall have in effect during the entire term of this Agreement workers’ compensation
and employer’s liability insurance providing full statutory coverage. In signing this Agreement,
Contractor certifies, as required by Section 1861 of the California Labor Code, that (a) it is
aware of the provisions of Section 3700 of the California Labor Code, which require every
employer to be insured against liability for workers’ compensation or to undertake self-insurance
in accordance with the provisions of the Labor Code, and (b) it will comply with such provisions
before commencing the performance of work under this Agreement.
c. Liability Insurance
Contractor shall take out and maintain during the term of this Agreement such bodily injury
liability and property damage liability insurance as shall protect Contractor and all of its
employees/officers/agents 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 Contractor’s operations under this Agreement, whether
such operations be by Contractor, any subcontractor, anyone directly or indirectly employed by
either of them, or an agent of either of them. Such insurance shall be combined single limit
bodily injury and property damage for each occurrence and shall not be less than the amounts
specified below:
(a) Comprehensive General Liability… $1,000,000
(b) Motor Vehicle Liability Insurance… $1,000,000
(c) Professional Liability………………. $1,000,000
You may delete (b) or (c) text if those insurance types are not relevant to your contract – County Counsel review is
not required if one or both of those lines are deleted. However, if you are unsure about insurance requirements for
your contract – call Risk Management before your contract is executed)
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 (a) the insurance
afforded thereby to County and its officers, agents, employees, and servants shall be primary
insurance to the full limits of liability of the policy and (b) if the County or its officers, agents,
employees, and servants 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, County, at its
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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 and payment pursuant
to this Agreement.
11. Compliance With Laws
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, ordinances, and
regulations, including but not limited to the Health Insurance Portability and Accountability Act of
1996 (HIPAA) and the Federal Regulations promulgated thereunder, as amended (if applicable),
the Business Associate requirements set forth in Attachment H (if attached), the Americans with
Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, which
prohibits discrimination on the basis of disability 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 any
applicable State, Federal, County, or municipal law or regulation, the requirements of the
applicable law or regulation 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.
12. Non-Discrimination and Other Requirements
a. General Non-discrimination
No person shall be denied any services provided pursuant to this Agreement (except as limited
by the scope of services) on the grounds of race, color, national origin, ancestry, age, disability
(physical or mental), sex, sexual orientation, gender identity, marital or domestic partner status,
religion, political beliefs or affiliation, familial or parental status (including pregnancy), medical
condition (cancer-related), military service, or genetic information.
b. 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 upon request.
c. Section 504 of the Rehabilitation Act of 1973
Contractor shall comply with Section 504 of the Rehabilitation Act of 1973, as amended, which
provides that no otherwise qualified individual with a disability shall, solely by reason of a
disability, be excluded from the participation in, be denied the benefits of, or be subjected to
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discrimination in the performance of any services this Agreement. This Section applies only to
contractors who are providing services to members of the public under this Agreement.
d. Compliance with County’s Equal Benefits Ordinance
Contractor shall comply with all laws relating to the provision of benefits to its employees and
their spouses or domestic partners, including, but not limited to, such laws prohibiting
discrimination in the provision of such benefits on the basis that the spouse or domestic partner
of the Contractor’s employee is of the same or opposite sex as the employee.
e. Discrimination Against Individuals with Disabilities
The nondiscrimination requirements of 41 C.F.R. 60-741.5(a) are incorporated into this
Agreement as if fully set forth here, and Contractor and any subcontractor shall abide by the
requirements of 41 C.F.R. 60–741.5(a). This regulation prohibits discrimination against qualified
individuals on the basis of disability and requires affirmative action by covered prime contractors
and subcontractors to employ and advance in employment qualified individuals with disabilities.
f. History of Discrimination
Contractor certifies that no finding of discrimination has been issued in the past 365 days
against Contractor by the Equal Employment Opportunity Commission, the California
Department of Fair Employment and Housing, or any other investigative entity. If any finding(s)
of discrimination have been issued against Contractor within the past 365 days by the Equal
Employment Opportunity Commission, the California Department of Fair Employment and
Housing, or other investigative entity, Contractor shall provide County with a written explanation
of the outcome(s) or remedy for the discrimination prior to execution of this Agreement. Failure
to comply with this Section shall constitute a material breach of this Agreement and subjects the
Agreement to immediate termination at the sole option of the County.
g. Reporting; Violation of Non-discrimination Provisions
Contractor shall report to the County Manager the filing in any court or with any administrative
agency of any complaint or allegation of discrimination on any of the bases prohibited by this
Section of the Agreement or the Section titled “Compliance with Laws”. Such duty shall include
reporting of the filing of any and all charges with the Equal Employment Opportunity
Commission, the California Department of Fair Employment and Housing, or any other entity
charged with the investigation or adjudication of allegations covered by this subsection 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 a general
description of the circumstances involved and a general description of the kind of discrimination
alleged (for example, gender-, sexual orientation-, religion-, or race-based discrimination).
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 the following:
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i. termination of this Agreement;
ii. disqualification of the Contractor from being considered for or being awarded a County
contract for a period of up to 3 years;
iii. liquidated damages of $2,500 per violation; and/or
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
offset all or any portion of the amount described in this Section against amounts due to
Contractor under this Agreement or any other agreement between Contractor and County.
h. Compliance with Living Wage Ordinance
As required by Chapter 2.88 of the San Mateo County Ordinance Code, Contractor certifies all
contractor(s) and subcontractor(s) obligated under this contract shall fully comply with the
provisions of the County of San Mateo Living Wage Ordinance, including, but not limited to,
paying all Covered Employees the current Living Wage and providing notice to all Covered
Employees and Subcontractors as required under the Ordinance.
13. Compliance with County Employee Jury Service Ordinance
Contractor shall comply with Chapter 2.85 of the County’s Ordinance Code, which states that
Contractor shall have and adhere to a written policy providing that its employees, to the extent
they are full-time employees and live in San Mateo County, shall receive from the Contractor, on
an annual basis, no fewer than five days of regular pay for jury service in San Mateo County,
with jury pay being provided only for each day of actual jury service. The policy may provide
that such employees deposit any fees received for such jury service with Contractor or that the
Contractor may deduct from an employee’s regular pay the fees received for jury service in San
Mateo County. By signing this Agreement, Contractor certifies that it has and adheres to a
policy consistent with Chapter 2.85. For purposes of this Section, if Contractor has no
employees in San Mateo County, it is sufficient for Contractor to provide the following written
statement to County: “For purposes of San Mateo County’s jury service ordinance, Contractor
certifies that it has no full-time employees who live in San Mateo County. To the extent that it
hires any such employees during the term of its Agreement with San Mateo County, Contractor
shall adopt a policy that complies with Chapter 2.85 of the County’s Ordinance Code.” The
requirements of Chapter 2.85 do not apply unless this Agreement’s total value listed in the
Section titled “Payments”, exceeds two-hundred thousand dollars ($200,000); Contractor
acknowledges that Chapter 2.85’s requirements will apply if this Agreement is amended such
that its total value exceeds that threshold amount.
14. Retention of Records; Right to Monitor and Audit
(a) Contractor shall maintain all required records relating to services provided under this
Agreement for three (3) years after County makes final payment and all other pending matters
are closed, and Contractor shall be subject to the examination and/or audit by County, a Federal
grantor agency, and the State of California.
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(b) Contractor shall comply with all program and fiscal reporting requirements set forth by
applicable Federal, State, and local agencies and as required by County.
(c) Contractor agrees upon reasonable notice to provide to County, to any Federal or State
department having monitoring or review authority, to County’s authorized representative, and/or
to any of their respective audit agencies 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, to determine compliance with this Agreement, and to evaluate the
quality, appropriateness, and timeliness of services performed.
15. Merger Clause; Amendments
This Agreement, including the Exhibits and Attachments attached to this Agreement and
incorporated by reference, constitutes the sole Agreement of the parties to this Agreement 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 the body
of this 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 the 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 or amendments shall be in writing and signed by the parties.
16. Controlling Law; Venue
The validity of this Agreement and of its terms, the rights and duties of the parties under this
Agreement, the interpretation of this Agreement, the performance of this Agreement, and any
other dispute of any nature arising out of this Agreement shall be governed by the laws of the
State of California without regard to its choice of law or conflict of law rules. Any dispute arising
out of this Agreement shall be venued either in the San Mateo County Superior Court or in the
United States District Court for the Northern District of California.
17. Notices
Any notice, request, demand, or other communication required or permitted under this
Agreement shall be deemed to be properly given when both: (1) transmitted via facsimile to the
telephone number listed below or transmitted via email to the email address listed below; and
(2) sent to the physical address listed below by either being deposited in the United States mail,
postage prepaid, or deposited for overnight delivery, charges prepaid, with an established
overnight courier that provides a tracking number showing confirmation of receipt.
In the case of County, to:
Name/Title: [insert]
Address: [insert]
Telephone: [insert]
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Facsimile: [insert]
Email: [insert]
In the case of Contractor, to:
Name/Title: [insert]
Address: [insert]
Telephone: [insert]
Facsimile: [insert]
Email: [insert]
18. Electronic Signature
Both County and Contractor wish to permit this Agreement and future documents relating to this
Agreement to be digitally signed in accordance with California law and County’s Electronic
Signature Administrative Memo. Any party to this Agreement may revoke such agreement to
permit electronic signatures at any time in relation to all future documents by providing notice
pursuant to this Agreement.
19. Payment of Permits/Licenses
Contractor bears responsibility to obtain any license, permit, or approval required from any agency for
work/services to be performed under this Agreement at Contractor’s own expense prior to
commencement of said work/services. Failure to do so will result in forfeit of any right to compensation
under this Agreement.
20. Prevailing Wage
When applicable, Contractor hereby agrees to pay not less than prevailing rates of wages and
be responsible for compliance with all the provisions of the California Labor Code, Article 2-
Wages, Chapter 1, Part 7, Division 2, Section 1770 et seq. A copy of the prevailing wage scale
established by the Department of Industrial Relations is on file in the office of the Director of
Public Works, and available at www.dir.ca.gov/DLSR or by phone at 415-703-4774. California
Labor Code Section 1776(a) requires each contractor and subcontractor keep accurate payroll
records of trades workers on all public works projects and to submit copies of certified payroll
records upon request.
Additionally,
• No contractor or subcontractor may be listed on a bid proposal for a public works project
(submitted after March 1, 2015) unless registered with the Department of Industrial Relations
pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid
purposes only under Labor Code section 1771.1(a)].
• No contractor or subcontractor may be awarded a contract for public work on a public works
project (awarded on or after April 1, 2015) unless registered with the Department of Industrial
Relations pursuant to Labor Code section 1725.5.
• This project is subject to compliance monitoring and enforcement by the Department of
Industrial Relations
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* * *
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In witness of and in agreement with this Agreement’s terms, the parties, by their duly authorized
representatives, affix their respective signatures:
For Contractor: [SERVICE PROVIDER COMPANY NAME]
_____________________________
Contractor Signature
_______________
Date
___________________________
Contractor Name (please print)
COUNTY OF SAN MATEO
By:
President, Board of Supervisors, San Mateo County
Date:
ATTEST:
By:
Clerk of Said Board
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Exhibit A
In consideration of the payments set forth in Exhibit B, Contractor shall provide the following services:
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Exhibit B
In consideration of the services provided by Contractor described in Exhibit A and subject to the terms of
the Agreement, County shall pay Contractor based on the following fee schedule and terms:
