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HomeMy WebLinkAboutMINUTES - 02161982 - COB BOX 69 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY CALIFORNIA 1984 Adopted this Order on July 31 , , by the following vote: AYES: Supervisors Powers , Fanden , McPeak, Torlakson. Shcorder NOES: None. ABSENT: None. ABSTAIN: None. SUBJECT: Approval of Contract #23-012-2 with Knight and Carlson The Board having considered the recommendations of the Director, Health Services Department, regarding approval of Contract 423-012-2 with Knight and Carlson for consultation and technical assistance in recovering Medicare and Medi-Cal reimbursement from past reporting periods; IT IS BY THE BOARD ORDERED that said contract is hereby APPROVED and the Chairman is AUTHORIZED to execute the contract as follows: Number: 23-012-2 Department: Health Services - Management and Administration Division Contractor: KNIGHT AND CARLSON Term: August 1, 1984 through June 30, 1985 Payment Limit: $35,000 t hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Superviao on the date shown. ATTESTED; < J:R. OLS ON, C UNTY CLEF-,K and ex Officio Clerk of the Board By Deputy i I i Orig. Dept.: Health Services Dept ./CGU cc: County Administrator Auditor-Controller Contractor EAS:sh /):� P Contra Costa County Standard Form 7/84 4/84 STANDARD CONTRACT 0 (Purchase of Services) 1. Contract Identification. Number 23-012-2 Department: Health Services (Management and Administration Division) Subject: Consultation and technical assistance in recovering reimbursement from past reporting periods 2. Parties. The County of Contra Costa, California (County), for its Department named above, and the following named Contractor mutually agree and promise as follows: Contractor: KNIGHT AND CARLSON Capacity: Partnership Address: Quail Court Office Park, Walnut Creek, California 94596 Mailing Address: P.O. Box 457, Walnut Creek CA 94596 3. Term. The effective date of this Contract is August 1. 1984 and it terminates Vino tn, 14R5 unless sooner terminated as provided herein. 4. Payment Limit. County's total payments to Contractor under this Contract shall not exceed $ 1s,nnn 5. County's Obligations. County shall make to the Contractor those payments described in the Payment Provisions attached hereto which are incorporated herein by subject to all the terms and conditions contained or incorporated herein. 6. Contractor's Obligations. Contractor shall provide those services and carry out that work described in the Service Plan attached hereto which is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 7. General and Special Conditions. This Contract is subject to the General Conditions and Special Conditions (if any) attached hereto, which are incorporated herein by reference. 8. Project. This Contract implements in whole or in part the following described Project, the application and approval documents of which are incorporated herein by reference: Not applicable 9. Legal Authority. This Contract is entered into under and subject to the following legal authorities : California Government Code Section 31000 10. Signatures ) These signatures attest the parties' agreement hereto: COUNTY OF CONTRA COSTA, CALIFORNIA BOARD OF SUPERVISORS_­:,-, ATTESY-9 James R. Olsson, County Clerk By �, Ta-A /V By Chairman DesigneeDeputy CONTRACTOR/CONSULTANT By: (Designate official bud Iiness capacity) (Designate Oficial business capacity) Note to Contractor/Consultant: (1) Sign above and have a Notary Public execute the acknowledgement form on )page two and (2) as to your signatures, if a corporation, one signature must be the president, vice-president, secretary or assistant secretary as required by Civil Code §1190.1 and both signatures must conform to designated represen- tative groups pursuant to' Corporations Code §313. 1v Contra. Costa County • Standard Form 4/84 APPROVALS/ACKNOWLEDGEMENT I — Number 23-012-2 APPROVALS I RECOMMENDED BY DEPARTMENT FORM APPROVED By}( By J esignee APPROVED: COUNTY ADMINISTRATOR By Designee ACKNOWLEDGEMENT State of California ACKNOWLEDGEMENT (by Corporation, Partnership, or Individual ) County of The person(s) signing above for Contractor/Consultant, personally known to me in the individual or business capacity(ies) stated, or proved to me on the basis of satisfactory evidence to be the stated individual or the representatives) of the partnership or corporation named above in the capacity(ies) stated, personally appeared before me today and acknowledged that he/she/they executed it, and acknowledged to me that the partnership named above executed it or acknowledged to me that the corporation named above executed it pursuant to its by-laws or a resolution of its board of directors. Dated: [Notarial Seal] -Nofary u c eputyCounty er /� -2- • i Contra Costa County • Standard Form 4/84 PAYMENT PROVISIONS (Fee BasisconEr-3—cf—sli Number 23-012-2 1. Payment Amounts. Subject to the Payment Limit of this Contract and subject to the 0 owing—Payment Provisions, County- will pay ontractor the following fee: [Check one alternative only. ] [ ] a. $ monthly, or [ ] b. $ per unit, as defined in the Service Plan, or [ ] c. $ , after completion of all obligations and conditions herein and as u compensation for all services, work, and expenses provided or incurred by Contractor hereunder. [X] d. A fee rate, as specified in Attachment "A" which is incorporated herein by reference, per service unit as defined in Paragraph 6. of the Service Plan, but not to exceed the total payment limit of $35,000. 2. Payment Demands_. Contractor shall submit written demands. Said demands shall be made on County Demand Form D-15 and in the manner and form prescribed by County. Contractor shall submit said demands for payment for services rendered no later than 30 days from the end of the month in which said services are actually rendered. Upon approval of said payment demands by the head of the County Department for which this Contract is made, or his designee, County will make payments as specified in Paragraph 1. (Payment Amounts) above. 3. Right to Withhold. County has the right to withhold payment to the Contractor when, in the opinion of the County expressed in writing to the Contractor, (a) the Contractor' s performance, in whole or in part, either has not been carried out or is insufficiently documented, (b) the Contractor has neglected, failed or refused to furnish information or to cooperate with any inspection, review or audit of its program, work or records, or (c) Contractor has failed to sufficiently itemize or document its demand(s) for payment. 4. Audit Exceptions. Contractor agrees to accept responsibility for receiving, reply- ing to, and/or complying with any audit exceptions by appropriate County, State or Federal audit agencies occurring as a result of its performance of this Contract. Contractor also agrees to pay to the County within 30 days of demand by County the full amount of the County's liability, if any, to the State and/or Federal government resulting from any audit exceptions, to the extent such are attributable to the Contractor' s failure to perform properly any of its obligations under this Contract. Initials: �o_60 ontractorountt�y Gept. I SERVICE PLAN i Number 23-012-2 1. Independent Status. Contractor is an independent contractor and County shall neither direct nor have control over Contractor, Contractor's activities, or the methods and details by which Contractor fulfills its obligations under this Contract. In providing services hereunder, Contractor shall work cooperatively with County's Director, Health Services Department and his designee (County's Health Services Finance Officer) . 2. Progress Reports. Contractor shall submit periodic progress reports, written or oral, upon request to the County's Director, Health Services Department or his designee, detailing Contractor's accomplishments in providing services hereunder. 3. Expenses. Contractor's fee, as set forth in Payment Provision, Paragraph l.d., includes full compensation for all services, work, and expenses provided or incurred by Contractor under this Contract, including all travel, mileage, and per diem expenses . 4. County's Activity Support. County shall provide for Contractor certain office space and assistance as may be mutually determined to be necessary to support Contractor's activities hereunder, but excluding the use of County cars . 5. Service Activities . During the term of this Contract, Contractor shall provide certain consultation and technical assistance services to Health Services accounting staff with regard to bad debt reimbursement issues and recovering Medi-Cal and Medicare reimbursement from past cost reporting periods for FYE June 30, 1979 through June 30, 1983. 6. Service Unit Definition. A unit of service, for reporting purposes, shall be defined as the provision of the services described in Paragraph 5. above by a paid member of Contractor's staff for one full hour; portions of an hour spent by each paid Contractor's staff member in providing services shall not be reported, except as the cumulative totals equal one full hour. Time spent in travel and activities involving no service and time spent by administrative staff or service support persons shall not be included. Initials: Contractor County Dept. I I I I EXHIBIT A Number 23-012-2 KNIGHT AND CARLSON CUSTOMARY RATES Hourly RatesU� �? Principal 4/90. 00 - -@5:$6 per hour -fy0.00 - rt/00.00 �,�a�`�4 Professional Staff -$43-A6 --�99 per hour Clerical .$--24-xW per hour Initials: ( ROOS Contractor County Dept. lv ' Contra Costa County • • Standard Form 4/84 GENERAL CONDITIONS (Purchase of 7ervices) I. Compliance with Law. Contractor shall be subject to and comply with all Federal , state an localaws and regulations applicable with respect to its perfor- mance under, including but not limited to, licensing, employment and purchasing practices; and wages, hours and conditions of employment, including discrimination. 2. Inspection. Contractor' s performance, place of business and records per- taining to is ontract 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 shall keep and make available for inspection and copying by au-M razed representatives of the County, the State of California, and the United States Government, the Contractor's regular business records and such addi- tional records pertaining to this Contract as may be required by the County. a. Retention of Records. The Contractor shall retain all documents per- taining to th s 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 shall make these records avail- able 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 shall , upon written request and until the expiration of four years after the furnishing of services pursuant to this Contract, make available to the Secretary of Health and Human Services or to the Comptroller General , or any of their duly authorized representatives, this Contract and books, documents, and records of Contractor that are 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 sub- contract with a value or cost of $10,000 or more over a twelve-month period, such subcontract shall contain a clause to the effect that upon written request and until the expiration of four years after the furnishing of services pursuant to such sub- contract, the subcontractor shall make available, to the Secretary or to the Comptroller General , or any of their duly authorized representatives, the subcontract and books, documents, and records of the subcontractor that are necessary to verify the nature and extent of all costs and charges hereunder. This special condition is in addition to any and all other terms regarding the main- tenance or retention of records under this Contract and is binding on the heirs, suc- cessors, assigns and representatives of Contractor. 4. Reportinp Requirements. Pursuant to Government Code §7550, Contractor shall include fn--aTT documentsfn--a or 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 shall apply only if the payment limit under this Contract exceeds $5,000. -1- Contra Costa County • • Standard Form 4/84 GENERAL CONDITIONS (Purchase of Se'rvices) 5. Termination. a. Written Notice. This Contract may be terminated by either party, at their sole discretion, upon r y-day advance written notice thereof to the other, and may be cancelled immediately by written mutual consent. b. Failure to Perform. The County, upon written notice to Contractor, may immediately terminate this Contract should the Contractor fail to perform properly any of its obligations hereunder. In the event of such termination, the County may proceed with the work in any reasonable manner it chooses. The cost to the County of completing Contractor' s performance shall be deducted from any sum due the Contractor under this Contract, without prejudice to the County's rights otherwise to recover its damages. c. Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the event that Federal . State, or ot 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 ie -pares. -zcept as expressly provided herein, no other understanding, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto. 7. Further Specifications for ORerating Procedures. Detailed specifications of operating procedures ana DUdgets required Dy this Contract, including but not limited to, monitoring, evaluating, auditing, billing, or regulatory changes, may be devel- oped and set forth in a written Informal Agreement between the Contractor and the County. Such Informal Agreements shall be designated as such and shall not be amend- ments to this Contract except to the extent that they further detail or clarify that which is already required hereunder. Such Informal Agreements may not enlarge in any manner the scope of this Contract, including any sums of money to be paid the Contractor as provided herein. Informal Agreements may be approved and signed by the head of the County Department for which this Contract is made or his designee. 8. Modifications and Amendments. a. General Amendments. This Contract may be modified or amended by a written document execu e y the 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. Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and the Service Plan may a amended by a written administrative amendment executed by the Contractor and the County Administrator or his designee, subject to any required State or Federal approval , provided that such administrative amendments may not materially change the Payment Provisions or the Service Plan. 9. Disputes. Disagreements between the County and Contractor concerning the meaning, requ rements, or performance of this Contract shall be subject to final determination in writing 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. / -2- Contra Costa County • • Standard Form 4/84 GENERAL CONDITIONS (Purchase of Services) 10. Choice of Law and Personal Jurisdiction. a. This Contract is made in Contra Costa County and shall be governed and construed in accordance with the laws of the State of California. b. Any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, State of California. 11. Conformance with Federal and State Regulations. Should Federal or State regulations touching upon the sus ec�Ot tnIS Lontract be adopted or revised during the term hereof, this Contract shall be amended to assure conformance with such Federal or State requirements. 12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General Condition-s-,-Tn-spections or approvals, or statements by any officer, agent or employee of the County indicating the 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, shall not relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the County be thereby estopped 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 represen a ves ot Lontractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract or monies due or to become due, without the prior written consent of the County Administrator or his designee, subject to any required State or Federal approval . 14. Independent Contractor Status. This Contract is by and between two independent contractors and is not intended to an shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association. 15. Conflicts of Interest. Contractor, its officers, agents, and employees, pursuant to California Government Code Sections 81100 et seq., shall not make, par- ticipate in making, or in any way attempt to use the position afforded them by this Contract to influence any governmental decision in which he or she knows or has reason to know that he or she has a financial interest. 16. Confidentiality. Contractor agrees to comply and to require its employees, agents an par vers to comply with all applicable State or Federal statutes or regu- lations respecting confidentiality, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that: a. All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential , and will not be open to examination for any purpose not directly connected with the administration of such service. -3- 4 Contra Costa County • Standard. Form 4/84 GENERAL CONDITIONS (purchase of Tervices) b. 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. 11. Nondiscriminatory Services. Contractor agrees that all goods and services under this off snail De a— via lable to all qualified persons regardless of age, sex, race, religion, color, national origin, or ethnic background, or handicap, and that none shall be used, in whole or in part, for religious worship or instruction. 18. Indemnification. The Contractor shall defend, save harmless and indemnify the County and its o cers, agents and employees from all liabilities and claims for damages for death, sickness or injury to persons or property, including without limitation, all consequential damages, from any cause whatsoever arising from or connected with the operations or the services of the Contractor hereunder, resulting from the conduct, negligent or otherwise, of the Contractor, its agents or employees. 19. Insurance. During the entire term of this Contract and any extension or modificat"T n tereof, the Contractor shall keep in effect insurance policies meeting the following insurance requirements unless otherwise expressed in the Special Conditions: a. Liabilit Insurance. The Contractor shall provide comprehensive liability insurance, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $500,000 for all damages, including con- sequential damages, due to bodily injury, sickness or disease, or death to any per- son or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Such insurance shall be endorsed to include the County and its officers and employees as additional insureds as to all services performed by Contractor under this agreement. Said policies shall constitute pri- mary insurance as to the County, the State and Federal Governments, and their offi- cers, agents, and employees, so that other insurance policies held by them or their self-insurance program(s) shall not be required to contribute to any loss covered under the Contractor's insurance policy or policies. b. Workers' Compensation. The Contractor shall provide workers' compen- sation insurance coverage for its employees. c. Certificate of Insurance. The Contractor shall provide the County with (a) certificate(s) nsurance evidencing liability and worker's compensation insurance as required herein no later than the effective date of this Contract. If the 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 shall provide (a) current certificate(s) of insurance. d. Additional Insurance Provisions. The insurance policies provided by the Contractor shall nc u e a provision for thirty (30) days written notice to County before cancellation or material change of the above specified coverage. -4- i Contra Costa County • • Standard Form 4/84 GENERAL CONDITIONS (Purchase of Se'rvices) 20. Notices. All notices provided for by this Contract shall be in writing and may -e'dTivered by deposit in the United States mail , postage prepaid. Notices to the County shall be addressed to the head of the County Department for which this Contract is made. Notices to the Contractor shall be addressed to the Contractor's address designated herein. The effective date of notice shall be the date of deposit in the mails or of other delivery. The effective date of notice to the County shall be the date of receipt by the head of the County Department for which this Contract is made. 21. Primacy of General Conditions. Except for Special Conditions which expressly supersede General Conditions. -the Special Conditions (if any) and Service Plan do not limit any term of the General Conditions. 22. Nonrenewal . Contractor understands and agrees that there is no represen- tation, imp�ca ion, 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 waives all rights or claims to notice or hearing respecting any failure to continue purchase of all or any such services from Contractor. 23. Possessory Interest. If this Contract results in the Contractor having possession o'i;claim to 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 4107) , 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. Contractor agrees that this provision complies with the notice requirements of Revenue & Taxation Code 4107.6, and waives all rights to further notice or to damages under that or any comparable statute. 24. No Third-Party Beneficiaries. Notwithstanding mutual recognition that services unde is Contract may provide some aid or assistance to members of the County' s population, it is not the intention of either the County or Contractor that such individuals occupy the position of intended third-party beneficiaries of the obligations assumed by either party to this Contract. 25. Co ri hts and Rights in Data. Contractor shall not publish or transfer any mater a —sproauced or resulting from activities supported by this agreement without the express, written consent of the County Administrator. If any material is subject to copyright, the County reserves the right to copyright such and the Contractor agrees not to copyright such material . If the material is copyrighted, the County reserves, a royalty-free, nonexclusive, and irrevocable license to repro- duce, publish, and use such materials, in whole or in part, and to authorize others to do so. -5- • • 0 =� CONTRA COSTA COUNTY HEALTH SERVICES DEPARTMENT Contra Costa County RECEIVED Philip J. Batchelor 'JUL 2 41984 To: County Administrator Date: July 24, 1984 Attention: C. L. Van Marter Office CountyAdministrator William B. Walker, M.D. From: Acting Director Subject: CONTRACT #23-012-2 By: Elizabeth A. Spooner Contracts & Grjamts Administrgtor lAr Attached'�or presentation to the Board of Supervisors is the following contract for the Department 's Management and Administration Division: Number: 23-012-2 Contractor: KNIGHT AND CARLSON Term: August 1, 1984 through June 30, 1985 Payment Limit: $35,000 Funding: Enterprise I Service: Consultation and technical assistance in recovering Medicare and Medi-Cal reimbursement from past reporting periods This contract has been approved by the Department's Contracts and Grants Administrator in accordance with the guidelines approved by the Board's Order of December 1, 1981 (Guidelines for contract preparation and processing, Health Services Department) . It is, therefore, recommended that this contract be approved and submitted to the Board at their next meeting on Tuesday, July 31, 1984. EAS:sh Attachments cc: Clerk of the Board ZJ CL I THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA 1983 Adopted this Order on June 21 , by the following vote: AYES: Supervisors Powers , Fanden, McPeak, Torlakson, Schroder . NOES: None . ABSENT: None . ABSTAIN: None . SUBJECT: Approval of Contract 4123-012-1 with Knight and Carlson The Board having considered the recommendations of the Director, Health Services Department, regarding approval of Contract 4123-012-1 with Knight and Carlson for consultation and technical assistance in recovering Medi-Cal and Medicare reimbursement from past reporting periods; IT IS BY THE BOARD ORDERED that said contract is hereby APPROVED and the Chairman is AUTHORIZED to execute the contract as follows: Number: 23-012-1 Department: Health Services - Management and Administration Contractor: KNIGHT AND CARLSON Term: July 1, 1983 through June 30, 1984 Payment Limit: $50,000 t hereby certify that this Is a true andceaTect copy of an actiondaken and entered on the minutes of t e Board of Supe s s on the date shown.. ATTESTED; A46 J.R. OL SOM COUNTY CLERIC and ex officio Clerk of the Board Deputy Orig. Dept.: Health Services Dept./CGU CC: County,Administrator Auditor—Controller Contractor EAS:ta� // '/Cantr,�L Costa County - Standard Form STANDARD CONTRACT (Purchase of Services) 1. Contract Identification. Number 23-012-1 Department: Health Services (Management and Administration Subject : Consultation and technical assistance in recovering reimbursement from past reporting periods. 2. Parties . The County of Contra Costa, California (County) , for its Department named above, and the following named Contractor mutually agree and promise as follows : Contractor : KNIGHT AND CARLSON Capacity : Partnership Address : Quail Court Office Park, Walnut Creek, California 94596 Mailing Address: P.O. Box 457, Walnut Creek, California 94596 3 . Term. The effective date of this Contract is July 1, 1983 and it terminates June 30, 1984 unless sooner terminated as provided herein. 4 . Payment Limit. County' s total payments to Contractor under this Contract shall not exceed $ 50,000 5 . County ' s Obligations. County shall make to the Contractor those payments described in the Payment Provisions attached hereto which are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 6 . Contractor ' s Obligations . Contractor shall provide those services and carry out that work described in the Service Plan attached hereto which is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 7 . General and Special Conditions. This Contract is subject to the General Conditions and Special Conditions (if any) attached hereto , which are incorpo- rated herein by reference. 8 . Project. This Contract implements in whole or in part the following described Project, the application and approval documents of which are incorporated herein by reference: Project described in Exhibit "B", Contractor's letter dated December 3, 1981 to Mr. Bob Nash, which is incorporated herein by reference. 9. Legal Authority. This Contract is entered into under and subject to the following legal authorities: Government Code Section 31000. 10. Signaturea The/. CALIFORNIA gnatures attest the parties ' agreement hereto : COUNTY 0 TNTY 0 CONTRACTOR By X By De gnee, Boar of Supervisors , (Designate 6fficial capacity) Attest J. Olsson, County Clerk �01_,6s State of California By ) as. Deputy County of Contra Costa ) Recommen d by ep rt ent ACKNOWLEDGEMENT (CC 1190. 1) The person signing above for Contractor , By 0_4known to me in those individual and Designee business capacities , personally appeared before me today and acknowledge that he/ Form Approved: they signed it and that the corporation i executed this instrument pursuant to its B bylaws or a resolution of its board of directors. uty County Clerk (6-5-80) /6 Dated: 6 ELIZABETH A.SPCC^!ER DEPU_ Conirc Contra Costa County • Standard Form PAYMENT PROVISIONS (Fee Basis Contracts) Number 23-012-1 1 . Payment Amounts. Subject to the Payment Limit of this Contract and subject to the following Payment Provisions, County will pay Contractor the following fee : [Check one alternative only. ] [ ] a. $ monthly, or [ ] b. $ per unit, as defined in the Service Plan, or [ ] c. _. $ , after completion of all obligations and conditions herein and as full compensation for all services, work, and expenses provided or incurred by Contractor hereunder . [X] d. A fee rate, as specified in Attachment "A" which is incorporated herein by reference, per service unit, as defined in Paragraph 6 of the Service Plan; additionally, County will reimburse Contractor an amount not to exceed $1,900 for allowable expenses as specified in Paragraph 3 of the Service Plan; but not to exceed the total payment limit of $50,000. 2. Payment Demands . Contractor shall submit written demands. Said demands shall be made on County Demand Form D15 and in the manner and form prescribed by County. Contractor shall submit said demands for payment for services rendered no later than 90 days from the end of the month in which said services are actually rendered . Upon approval of said payment demands by the head of the County Department for which this Contract is made, or his designee , County will make payments as specified in Paragraph 1 . (Payment Amounts) above. 3 . Right to Withhold . County has the right to withhold payment to the Contractor when, in the opinion of the . County expressed in writing to the Contractor, (a) the Contractor ' s performance, in whole or in part , either has not been carried out or is insufficiently documented , (b) the Contractor has neglected , failed or refused to furnish information or to cooperate with any inspection, review or audit of its program, work or records, or (c) Contractor has failed to sufficiently itemize or document its demand (s) for payment. 4 . Audit Exceptions . Contractor agrees to accept responsibility for receiving , replying to, and/or complying with any audit exceptions by appropriate County, State or Federal audit agencies occurring as a result of its performance of this Contract. Contractor also agrees to pay to the County within 30 days of demand by County the full amount of the County ' s liability, if any, to the State and/or Federal government resulting from any audit exceptions , to the extent such are attributable to the Contractor ' s failure to perform properly any of its obligations under this Contract . Initials : Yij � X Contractor -County Dept. (6-4-80) / v • SERVICE PLAN Number 23--012--1 1. . Independent Status. Contractor is an independent contractor and County shall neither direct nor have control over Contractor, Contractor's activities, or the methods and,details by which Contractor fulfills its obligations _under this Contract. , In providing service hereunder, Contractor shall work cooperatively with County's Director, Health Services Department and his designee (County's Health Services Finance Officer). 2. Progress Reports. Contractor shall submit periodic Progress Reports, written or oral, upon request to the County's Director, Health Services ,Department or his designee, detailing Contractor's accomplishments in providing services hereunder. 3. Expenses. Contractor's fee, as set forth in Payment Provision, Paragraph.l.d., includes full compensation for all services, work, and expenses provided or incurred by Contractor under this Contract, including all travel and per diem expenses, except that County shall reimburse Contractor an amount not to exceed $1,900 for other allowable expenses such as: mileage for travel by Contractor's automobile at .a rate of $0.23 per mile, per diem, communications, report production and computer usage. 4. County's Activity Sup22rt. County shall provide for Contractor certain office space and assistance as may be mutually determined to be necessary to support Contractor's activities hereunder, but excluding the use of County cars. 5. Service Activities. During the term of this Contract, Contractor shall provide certain consultation and technical assistance activities as _described in Exhibit "B", Contractor's letter dated December 3, 1981, to Mr. Bob Nash, which is incorporated herein by reference. 6. Service Unit Definition.. A unit of service, for reporting purposes, shall be defined as the provision of the services described in Exhibit "B" by a paid member of Contractor's staff for one full hour; portions of an hour spent by each,paid Contractor's staff .member in providing services shall not be reported, except as the cumulative totals equal one full hour. Time spent in travel and such activities involving no service, and time spent by administrative staff or service support persons shall not be included. 7. Exhibits. a. This contract includes two exhibits which are identified as follows: Exhibit "A" entitled "Knight and Carlson Customary Rates;" and Exhibit "B" is Contractor's letter of December 3, 1981, to Mr. Bob Nash, Re: Proposed Reimbursement Services. b. Any conflict between the terms stated in the contract and those stated in the Exhibits shall be resolved in favor of the terms in the contract. Initials: x Contractor County Dept. SPECIAL CONDITIONS Number 23-012-1 1. Reporting Requirements. Pursuant to Government Code § 7550, Contractor shall . include in all documents or written reports completed and submitted to .County in accor- dance.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 shall apply only if the payment limit under this Contract exceeds $5,000. 2. 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 shall, upon written request and until the expiration of four years after the furnishing of services .pursuant to this Contract, make available to the Secretary of Health and Human Services or to the Comptroller General, or any of their duly authorized representatives, this Contract and books, documents, .and records of Contractor that are 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 sub- contract with a value or cost of $10,000 or more over a twelve-month period, such subcontract shall contain a clause to the effect that upon written request and until the expiration of four years after the furnishing of services pursuant to such sub- contract, the subcontractor shall make available, to the Secretary or to the Comptroller General, or any of their duly authorized representatives, the subcontract and books, documents, and records of the subcontractor that are necessary to verify the nature and extent of all costs and charges hereunder. This special condition is in addition to any and all other terms regarding the main- tenance_or retention of records under this Contract and is binding on the heirs, suc- cessors, assigns and representatives of Contractor. 3. Payment Demands. Paragraph 2. (Payment Demands) of the Payment Provisions is hereby modified in its entirety to read as follows: "Contractor shall submit written demands. Said demands shall be made on County Demand Form D15 and in the manner and form prescribed by County. Contractor shall submit said demands for payment for services rendered no later than 90 days from the end of the month in which said services are actually rendered. However, Contractor's demands will be payable.only_when recovery from Contractor's efforts in accordance with this contract exceeds the payments demanded. _ No payment by County will be due Contractor prior to the actual realization, by County, of additional reimbursement from the Medicare and Medi-Cal Programs due to Contractor's services under this contract. Upon approval of said payment demands by the head of the County Department for which this Contract is made, or his designee, County will make payments as specified in Paragraph 1. (Payment Amounts) above." Initials: _ Con County Dept. EXHIBIT A Number 23-012-1 KNIGHT AND CARLSON CUSTOMARY RATES Hourly Rates Principal $ 85.00 per hour Professional Staff $ 45.00 - $75.00 per hour Clerical $ 24.00 per hour Initials: x/&t x Contractor County Dept. EXHIBIT B Number 23-012-1 KNW.III b ( :Ak I SON 411AW-AA1 (—If4t"O 1140 11. 1 AM j., lo, - I A. F. i]• tic'A 4t)I QtJAiL COkiRT U F r1CZ PARK 14 11 A WALNUI CRt:L:K1LAAAt()14N1A 04596 December 3 , 1981 Hi- ho l) Hash, Fiscal Officer ('t)Mfl't CoSti't CoUilty HoSr).it-ill .)I --WO Alhau-kbra Avenue Ma r 11(!Z CA 94553 Id.,*: Pcuposed Reimbursement Services Dear Bob: As we discussed recently , KNIGHT & CARLSON is pleased " to r;Iihmit the following proposal for additional reimbursement services to Contra Costa County Hospital. Through the work that we have performed to (late we have identified certain itc--iii:3 where we are confident additional reimbursement can be r'2alizu(I from past cost reporting periods. Additionally, you licive rE-quested that we attempt to resolve the Medicare bad debt reimbursement issues involving cost reporting periods from FYE 6/30/68 through PYE 6/30/77 . In recognition of your fiscal constraints, we have proposed to do this work at our standard fee-for-service rates with a guarantee that our fees will not exceed your net recovery. Memo billings will be sent ts) you on a periodic basis with no payment due until such time as an actual recovery has been realized by . the Hospital that is sufficient to pay for our services. PROPOSAL Medi.ca-r-e Bad Debts The Medicare Intermediary , Blue Cross of Northern C;i1ifornia , for your FYE' s 6/30/68 through 6/30/77 has disallowed ruill1hUrsement of approximately $300 , 000 for Medicare bad debts. Thi:; issue was disputed with the Intermediary in a timely fashion but a formal appeal was never filed to preserve your appciii. rights. To date the Hospital ' s staff has been unable to rusol.vo this issue with Blue Cross . The last formal correspon- dence on this issue was a letter dated September 17 , 1980 requesting an extensive amount of additional documentation from the hospital. Initials: Contractor County Dept. Number 23-012-1 Ni- . Bob Nash Pr(,l)oSal hc,comber 3 , 1981 Pacic: 2 Subsequent to the ori(j.in of this dispute, the ilospi.tal V)"I!. rucluired to change iiit:ermediar.ies. This leaves Blue Cruss of Northern California in the position of having no 011- 10ind interest in the Hospital nor having any Federal funds Inul,.1i_Le1 to work on this dispute. Therefore, we suggest that We the allowed to work directly with Blue Cross of Northern Cr,lifornia and volunteer to utilize our staff in completing all documentation including the performance of applicable inter- me,liar:y audit and revision functions in order to minimize the effort required by Blue Cross of Northern California. I licAi.eve that in this way we can reduce the scope of the work which was requested by the Intermediary on September 17 , 1980 and expeditiously reach a favorable compromise on this issue. WiLliout this effort, the likelihood of any recovery of the ... monies claimed is negligible. We will endeavor to minimize the scope, of the work necessary and/or reach a compromise with Blue Cross of Northern California on this issue. However, until such time as Blue Cross of Northern California defines the actual scope of work required it is impossible to estimate the effort or fees that will be required . The minimum expected recovery from this issue is $150 , 000. l;:xc,eption Request PYE 6/30/80 In addition to identification of additional capital costs for FYE 6/30/80 , we recommend that an exception request be filed for this year. Based upon the new pro- cedures which were implemented in this year and further refined in FYE 6/30/81 , we believe that an exception of between $3 and $7 per patient day is obtainable based upon the actual identification of salary-related costs sub- ject to an increase for the California Bay Area Wage Index and based upon additional identifiable overhead costs applicable to the teaching programs being maintained at the Hospital. This exception request is expected to in- crease your Medicare and Medi-Cal reimbursement for FYE 6/30/80 by $200, 000 to $480 , 000 . K Other Prior Period Issues In addition to the , specific items identified above, we are awrLre that the loss of the disposal of depreciable assets for PYE' 6/30/80 has not been claimed. Once these amounts are Initials: X Contractor County Dept. _ Number 23-012-1 Mi' , Bob Nash 1,1 o 1.)(')t5a I li ,!ccmbor: 3 , 1981 c.Mciii :tLetl in accordance with Medicare principles, we r'int icipate that your reimbursement will be increased by 0 . Also we would propose that we review your FYE 6/'W/18 and PYE 6/30/79 Medicare and Medi-Cal cost reports to ;;c,;;(!k,, if. reimbursement enhancements are possible in those I ti . Such enhancement can he obtained throii(jh the cor- z e(:L i o)i of errors in the filing of the cost reports or through the filing of request for exception on the 223 routine cost I imitations. Fees Our fees for this service will be accrued at our CU'It.0111ilry rates, see Exhibit A attached, plus actual out-of- p()ckot expenses and mil.eacje allowance for travel . Our fees wi 1 1, not be payable unless the recovery from our efforts oxceuds the amount billed. No payment will be due prior to thu .tctual realization of additional reimbursement from the m(!dicctre and Medi-Cal Programs due to our efforts. Prior to Lite realization of any additional reimbursement from our efforts , periodic memo billings will be rendered to you. Our fees and expenses are subject to an initial contract limitation of $50 , 000. 00. This limit cannot be exceeded by us without Lhe prior: written approval. of the County Board of Supervisors. If this proposal meets with your approval and you would like us to proceed, please sign, date and return one copy of this letter. Sincbrely, Allen M. Carlson AMC : emk At ta chment ACCL I D FOR CONTRA COSTA HOSPITAL BY TITLE : DATE : Initials: Contractor County Dept. Contra Costa County • Standard Form I GENERAL CONDITIONS (Purchase of Services) 1. ComplianIe with Law. Contractor shall be subject to and comply with all Federal, IState and local laws and regulations applicable 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. 2 . Inspection. Contractor ' s performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit jby authorized representatives of the County, the State of California, an1d the United States Government. 3 . Records.) Contractor shall 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. i 4 . Retention of Records. Contractor shall retain all documents per- taining 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 rlequired by law; and until all Federal/State audits are complete andexceptions resolved for this contract ' s funding period. Upon request, Contractor shall make these records available to authorized representativesIof the County, the State of California, and the United States Government. 5. Terminition. a. Written Notice. This Contract may be terminated by either party, at theirlsole discretion, upon thirty-day advance written notice thereof to the other , and may be cancelled immediately by written mutual consent . b. Failure to Perform. The County, upon written notice to Contractor , may immediately terminate this Contract should the Contractor fail to perform properly any of its obligations hereunder . In the event of such termination, the County may proceed with the work in any reason- able manner itIchooses . The cost to the County of completing Contractor ' s performance shall be deducted from any sum due the Contractor under this Contract, without prejudice .to the County ' s rights otherwise to recover _ its damages. C. Cessation of Funding. Notwithstanding Paragraph 5 .a. above, in the event that Federal, State, or other non-County funding for this Contract ceases, this Contract is terminated without notice. 6. Entir,Ie Agreement . This Contract contains all the terms and con- ditions agreed upon by the parties . Except as expressly provided herein, no other understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of . the parties hereto. I 7 . Further Specifications for Operating Procedures . Detailed speci- fications of operating procedures and budgets required by this Contract, including butlnot limited to, monitoring , auditing, billing, or regulatory changes , may be developed and set forth in a written Informal Agreement between the Contractor and the County. Such Informal Agreements shall be designated as, such and shall not be amendments to this Contract except to the extent that they further detail or clarify that which is already re- quired hereunder. Such Informal Agreements may not enlarge in any manner the scope oflthis Contract, including any sums of money to be paid the Contractor as provided herein. Informal Agreements may be approved and signed by the head of the County Department for which this Contract is made or his designee. (A-4616 REV 6/80) -1- I Contra Costa County • Standard Form GENERAL CONDITIONS (Purchase of Services) 8 . Modifications and Amendments. a. General Amendments. This Contract may be modified or amended by a written document executed by the 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. Administrative Amendments . Subject to the Payment Limit, the Payment Provisions and the Service Plan may be amended by a written administrative amendment executed by the Contractor and the County Administrator or his designee, subject to any required State or Federal approval, provided' that such administrative amendments may • not materially change the Payment Provisions or the Service Plan. 9 . Disputes. Disagreements between the County and Contractor con- cerning the meaning, requirements, or performance of this Contract shall be subject to final determination in writing 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 Jurisdiction . . a. This Contract is made in Contra Costa County and shall be, governed and construed in accordance with the laws of the State .of California. b. Any action relating to ,this Contract shall be instituted and prosecuted in the courts of Contra Costa County, State of California. 11 . Conformance with Federal and State Regulations . Should Federal or State regulations touching upon the subject of this Contract be adopted or revised during the term hereof , this Contract shall be 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 the County indicating the 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 there- for, or any combination of these acts, shall not relieve the Contractor' s obligation to fulfill this Contract as prescribed ; nor shall the County be thereby estopped 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 cae heirs, suc- cessors, assigns and representatives of Contractor . The Contractor shall not enter into subcontracts for any work contemplated under ".his Contract and shall not assign this Contract or monies due ' or to Lacome due, without the prior written consent of the County Administrator or his designee, subject to any required State or Federal approval. 14 . Independent Contractor Status . This Contract is by and between two independent contractors and is not intended to and shall not be con- strued to create the relationship of agent, servant, employee, partnership, joint venture or association. (A-4616 REV 6/80) -27 pppp Contra Costa Couny • Standard Form GENERAL CONDITIONS - I (Purchase of Services) i I 15. Conflict of Interest. Contractor promises and attests that the Contractor and an,y members of its governing body shall avoid any actual or potential conflicts of interest. If Contractor is a corporation, Contractor agrees to furnishjto the County upon demand a valid copy of its most recently adopted bylaws and also a complete and accurate list of its governing body (Board of Directors or Trustees) and to timely update said -bylaws- or- the list of its governin:Jbody as changes in such governance occur . 16. Confidentiality. Contractor agrees to comply and to require its employees, agents and partners to comply with all applicable State- or Federal statutes or regulations respecting confidentiality , including but not limited to , the identitylof persons served under this Contract, their records, or services provided- them, and assures that: a. All applications and records concerning any individual made or kept by Contractor or any- public officer or agency in-connection with the administration of or relating to services provided under this Contract will be confidential , I and will not be open to examination for any purpose not directly connected with the administration of such service. b. 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 lin the administration of such service. Contractor agrees to inform all employees, agents and partners of the above provisions, and that any person Jknowingly and intentionally disclosing such .information other than as authorized by law may be guilty of a misdemeanor . 17 . NondisIr.iminatory Services . Contractor agrees that all goods and services under this Contract shall be available to all qualified persons regardless of age, sex, race, religion, color, national origin, or ethnic background, or handicap , and that none shall be used , in. whole or in part, for religious worship or instruction. 18 . Indemnification. The .Contractor shall defend, save harmless and indemnify the County and its- officers, agents and employees from all lia- bilities and claims for damages for death, sickness or injury to persons or property, including without limitation, all consequential damages, from any cause whatsoever arising from or connected with the operations or the ser- vices of the Contractor hereunder, resulting ,from -the conduct, negligent or otherwise, of the Contractor , its agents or employees. 19 . InsuraLce. During the entire term of this Contract and any extension or m2if-ication thereof, the Contractor shall keep in effect insurance policies meeting the following insurance requirements unless otherwise exprissed in Special Conditions : - a. Liability Insurance. The Contractor -shall provide compre- hensive liability insurance-, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $500, 000 .. for all damges; 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 shall be endorsed to include the County and its- officers and employees as additional named insureds as to all ser- vices performed by Contractor under this agreement. . b. wlrkers ' Compensation. - The Contractor shall provide workers ' compensation insurance coverage for its employees. - i (A-4616 REV 6/-80)- -3- I 1b y Contra Costa County Standard Form GENERAL CONDITIONS (Purchase of Services) C. Certificate of Insurance. The Contractor shall provide the County with (a) certificate(s) of insurance 'evidencing liability and workers' compensation insurance as required herein no later than the effective date - of this Contract. If the 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 shall provide (a) current certificate (s) of insurance. d. Additional Insurance Provisions. The insurance policies pro- vided by the Contractor shall include a provision for thirty (30) days written notice to County before cancellation or material change of the above specified coverage. Said policies shall constitute primary insurance as to the 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) shall not be required to contribute to any loss covered under .the Contractor ' s insurance policy or policies. 20. Notices . All notices provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail , postage prepaid. Notices to the County shall be addressed to the head of the County Department for which this Contract is made. Notices to the Contractor shall be addressed to the Contractor ' s address designated herein. The effective date of notice to the Contractor shall be the date of deposit in the mails or of other delivery. The effective date of notice to the County shall be the date of receipt by the head of the County Department for which this Contract is made. 21 . Primacy of General Conditions . Except for Special Conditions which expressly supersede General Conditions, the Special Conditions (if any) and Service Plan do not limit any term of the General Conditions. 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 con- tract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure to continue purchase of all or any such services from Contractor . 23. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improve- ments , 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 §107) , such interest or improve- ments may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes . levied on such interest. Contractor agrees that this provision complies with the notice requirements of Revenue & Taxation Code §107 . 6, and waives all rights to further notice or to damages under that or any comparable statute. (A-4616 REV 6/80) -4- tra /. CONTRA COSTA COUNTY ConRECosta Count HEALTH SERVICES DEPARTMENT CE�VED Y JUN 13, 1983 "Ce of Cont Af dmiistrato r To: M. G. Wingett, County Administrator Date: June 13, 1983 Attention: C. L. Van Marter From: Arnold S. Leff, M.D., Director Subject: CONTRACT 1123-012-1 By: Elizabeth A. Spooner, Acting Contracts & raryfd istrator A tai the for P resentaation to the Board of Supervisors is the following contract for the Department's Management and. Administration Division: Number: 23-012-1 Contractor: KNIGHT AND CARLSON Term: July 1, 1983 through June• 30, 1984 Payment Limit: $50,000 Funding: County. However, Contractor will be paid only when recovery from Contractor's efforts exceeds payments demanded; no payments will be due Contractor prior to the actual realization of additional reimbursement from the Medicare and Medi-Cal programs. Service: Consultation and technical assistance in recovering reimbursement from past reporting periods. This contract has been approved by the Department's Contracts and Grants Administrator in accordance with the guidelines approved by the Board's Order of December 1, 1981 (Guidelines for contract preparation and processing, Health Services Department). It is, therefore, "recommended that this contract be approved and submitted to the Board at their next meeting on Tuesday; June 21, 1983. EAS:ta Attachments cc: Clerk of the Board RECEIVED ,IUB! 021 10g? J. R. OLSSON CL ARD PERVISORS B — —.................. ---.Oe ur l A-41 3/81 / • THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA Adopted this Order on March 2 , 1982 by the following vote: AYES: Supervisors Fanden, Schroder, Torlakson, McPeak. NOES: ABSENT: Supervisor Powers. ABSTAIN: SUBJECT: Approval of Contract 126-117 with Knight and Carlson The Board having considered the recommendations of the Director, Health Services Department, regarding approval of Contract 126-117 with Knight and Carlson, for consultation and technical assistance concerning Medicare and Medi-Cal reimbursement issues, IT IS BY THE BOARD ORDERED that said contract is hereby APPROVED and the Board Chair is AUTHORIZED to execute the contract as follows: Number: 26-117 Department: Health Services - Management and Administration Contractor: Knight and Carlson Term: March 15, 1982 through September 15, 1982 Payment Limit: $10,000 f aa►eoy certify that We Is a true and oomctcopyof an action taken and anterad on tiw minutes of the Board of Supe WWra On tho data Ntown. ATTESTED. .._. MAR1q8? : -J R.-OLSSON, COUNTY C41RK and ex oflk/o Clerk of Me Board BY Deputy C. Matthews Orig. Dept.: Health Services Dept./CGU CC: County Administrator Auditor-Controller Contractor EJM:sh /b ra Costa County �" �' Standard Form l , SHORT FORM SERVICE CONTRACT 1. Contract Identification: Number Department : ea t ervices (Management and Administration Division) Subject : Consultation and Technical assistance concerning Medicare and Medi-Cal reimbursement issues 2. Parties . The County of Contra Costa, California (County) , for its Department named above, and the following named Contractor mutually agree and promise as follows : Contractor : KNIGHT AND CARLSON Capacity: Partnership Address : Quail Court Office Park, Walnut Creek, California 94596 3 . Terml.g address: eff effectivedatedate' oflnut thisrCon,tractoisia 94596 March 15, 1982 and it terminates September 15, 1982 unless sooner terminated as provided herein. � . Termination. This Contract may be terminated by the County, at its sole iiscretion, upon five-day advance written notice thereof to the Contractor , or 2ancelled immediately by written mutual consent. 5 . Payment Limit . County ' s total payments to Contractor under this Contract >hall not exceed $ 10,000 i. County ' s Obligations . In consideration of Contractor ' s provision of services is described below, and subject to the payment limit expressed herein, County shall pay Contractor, upon . submission of a properly documented demand for payment in the manner and form prescribed by County (Demand Form D15) and upon approval )f such demand by the head of the County Department for which this Contract is nade or his designee , as follows : [ Check one alternative only] ( y) hour; or [ X] a. FEE RATE : $70 per service unit : ( ) session, as defined below; or ( ) calendar (insert day, NOT TO EXCEED a total of 142.85 service unit (s) week or month) ] b . Payment in full after approval by the Department. � . Contractor ' s Obligations . Contractor shall provide the following described ;ery ices : As described in the attached Special Conditions. SPECIAL CONDITIONS : This Contract is subject to the attached Special Conditions which are incorporated herein by reference. 3 . Independent Contractor Status . This Contract is by and between two independent :ontractors . and is not intended to and shall not be construed to create the relationship of agent , servant, employee, partnership , joint venture, or Lssociation. I . Indemnifi-cation. The Contractor shall defend, save harmless and indemnify :he County and its -officers, agents and employees from all liabilities and claims .or damages for death, sickness or injury to persons or property, including Tithout limitation, all consequential damages , from any cause whatsoever arising `.rom or connected with the operations or the services of the Contractor hereunder , resulting from the conduct, negligent or otherwise, of the Contractor , its agents �r employees . 0. Legal Authority . This Contract is entered into under and subject to the ollowing legal authorities : California Government Code Sections 26227 and 31000 1 . Signatures . These signatures attest the parties ' agreement hereto : 'OUNTY OF CONTRA COSTA, CALIFORNIA CONTRACTOR Y y /\ i 1 By Designee (Designate official capacity) .ec by Departm t Y De ignee (Form approved by County Counsel) �ppKO�� , st�� b'UiCA/1 AYi'iZUV1iD ;Y. JUN 6. S , Co my unset Designee By Uepaty� A-4o�0 6/80) /� SPECIAL CONDITIONS Number 26w- 117 t 1. Independent Status. Contractor is an independent contractor and County shall neither direct nor have control over Contractor, Contractor's activities, or the methods and details by which Contractor fulfills its obligations under this Contract. In providing service hereunder, Contractor shall work cooperatively. with County's Director, Health Services Department and his designee (County's Health Services Finance Officer) . 2. Progress Reports. Contractor shall submit periodic Progress Reports, written or oral, upon request to the County's Director, Health Services Department or his designee, detailing Contractor's accomplishments in providing services hereunder. 3. Expenses. Contractor's fee, as set forth in Paragraph 6.a. (County's Obligations) includes full compensation for all services, work, and expenses provided or incurred by Contractor under this Contract, including all travel and per diem expenses. 4. County's Activity Support. County shall provide for Contractor certain office space and assistance as may be mutually determined to be necessary to support Contractor's activities hereunder, but excluding the use of County cars. 5. Service Activities. During the term of this Contract, Contractor shall provide consultation and technical assistance concerning Medicare and Medi-Cal reimbursement issues, in accordance with Contractor's proposal set forth in Contractor's letter of Janaury 25, 1982, to Mr. Bob Nash, which is attached hereto and incorporated herein by reference. 6. Conflict with Attachment. Any conflict between the terms stated in the contract and those stated in the Attachment shall be resolved in favor of the terms in the contract. 7. Reporting Requirements. Pursuant to Government Code § 7550, Contractor shall include in all documents or written reports completed and submitted to County in accor- dance 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 shall apply only if the payment limit under this Contract exceeds $5,000. 8. 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 shall, upon written request and until the expiration of four years after the furnishing of services pursuant to this Contract, make available to the Secretary of Health and Human Services or to the Comptroller General, or any of their duly authorized representatives, this Contract and books, documents, and records of Contractor that are 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 sub- contract with a value or cost of $10,000 or more over a twelve-month period, such subcontract shall contain a clause to the effect that upon written request and until the expiration of four years after the furnishing of services pursuant to such sub- contract, the subcontractor shall make available, to the Secretary or to the Comptroller General, or any of their duly authorized representatives, the subcontract and books, documents, and records of the subcontractor that are necessary to verify the nature and extent of all costs and charges hereunder. This special condition is in addition to any and all other terms regarding the main- tenance or retention of records under this Contract and is binding on the heirs, suc- cessors, assigns and representatives of Contractor. Initials: &,a Cont"" Tactor County Dept. • •y/y Number KNIGHT & CARLSON HOSPITAL FINANCIAL CONSULTING ALLEN M. CAR LS ON,C•P.A. P. O• BOX 457 QUAIL COURT OFFICE PARK THOMAS P. KNIGHT,M.B.A. )415) 932-8548 WALNUT CREEK,CALIFORNIA 94596 January 25, 1982 Mr. Bob Nash Fiscal Officer Contra Costa County Hospital 2500 Alhambra Avenue Martinez , CA 94553 RE : Reimbursement Consultation Retainer Proposal Dear Bob: At our meeting last Friday, we discussed the ongoing need for on-call reimbursement consultative services to Contra Costa County Hospital. This need is especially acute at this time due to the loss of your reimbursement staff last summer and the planned departure of other key accounting personnel in the near future. The personnel that will be leaving the hospital include you as Director of Finance, on or about February 1, 1982. Also, retiring in the near future are Mrs. Wanda 'TraWidki currently heading up the patient accounting functions as they relate to cost reporting and Mr. Ralph Crocker, who is the only other accounting person who has been historically involved in the cost report reimbursement mechanisms. This will leave Mr. Ron Knapp, a recently hired staff accountant without prior reim- bursement experience as the only currentemployee with knowledge and responsibility .for cost reimbursement from the Medicare and Medi-Cal Programs . In addition to your concerns for the Hospital due to the upcoming personnel changes, there are several reim- bursement issues which require immediate and ongoing attention. Items identified for immediate attention which may require some consultative assistance from our firm are as follows: • Appeal of adverse Medi-Cal Informal Conference findings for FYE 6/30/77 and 6/30/78. • Medi-Cal Discharge limits and 55% occupancy standard limit administrative appeals. • Under payments for physician services caused by improper reimbursement rates set by your fiscal intermediary effective January 1 , 1981. • Implementing new cost allocation statistics approved for FYE 6/30/82. Initials: Conte County Dept. Number Mr. Bob Nash Proposal January 25, 1982 Page 2 e Development of accounting and reporting methodologies for the transfer of additional PHP and HMO costs to the 1460 Enterprise Fund. In addition to these current problems, our association for the past few months has demonstrated the desirability of utilizing KNIGHT & CARLSON for phone consultations and numerous reimburse- ment-related problem areas that come up on a frequent basis. The frequency of the need for assistance in answering questions and/or completing small projects is expected to increase due to the Hospital' s personnel changes and the numerous changes in the reim- bursement mechanisms which are expected as a result of the Federal and State budget constraints. In order to have KNIGHT & CARLSON available immediately to consult on small problems, we agreed that a retained agreement would be desirable. Therefore, we propose that a purchase order be issued with a contract maximum of $10,000 which will allow us to perform work for Contra Costa County Hospital upon the re- quest of the accounting department. Our billings under this purchase order would be at our customary rates plus actual out- of-pocket expeditures. Our current rates are as follows : Al Carlson and Tom Knight - $75. 00 per hour Gregg Sass - $65. 00 per hour Ken Meehan - $60. 00 per hour Judy Bain - $45. 00 per hour Joe Fass - $40. 00 per hour Elizabeth Kuhns - $20. 00 per hour if this proposal is satisfactory to you, please take the necessary steps to have a purchase order issued. Sincerely, Allen M. Carlson AMC:emk L Initials: Contractor County Dept. CONTRA COSTA COUNTY HEALTH SERVICES DEPARTMENT To: M. G. Wingetlt, County Administrator Date: FEB 2 4 1982 Attention: C. L. Van Marter From: Arnold S. Leff, M.D. , Director Subject: CONTRACT 126-117 By: Eugene 3. Morel Contr '�&� GrantsAdministrator Attachedfor presentation to the Board of Supervisors is the following contract for the Department's Management and Administration Division: Number: 26-117 �(T �Cl9.eL s ons Contractor: ' ir9erofeEs—(��n nnfor. * l e 7 + a t ; Term: larch 15, 1982 through September 15, 1982 Payment Limit: $10,000 Funding: Enterprise Fund Service: Consultation and technical assistance concerning Medicare and Medi-Cal reimbursement issues. This contract has been approved as to legal form by County ,Counsel's Office. It is, therefore, recommended that this contract be approved and submitted to the Board at their next meeting on Tuesday, MAR 2 1982 EJM:sh Attachments cc: Ralph Crocker Clerk of the Boar— Pat Taff RECEIVED FEES 26 1902 J. R. OLSSOW CLERK BN RDA OFSSUPERVISORS O A-41 3/81 =B CONTRA COSTA COUNTY HEALTH SERVICES DEPARTMENT To: DISTRIBUTION LIST Date: July 6, 1982 From: Eugene J. Moel Subject: RENUMBERING OF CONTRACT Contracts a Grants Administrator Contract (126-098-1 with Knight and Carlson (for consultation and technical assistancellin recovering reimbursement from past reporting periods) , effective March 1, 1982 through June 30, 1983, was incorrectly numbered. Please change the number of the above contract from 1126-098-1 to 4123-012. Please acclpt our apologies for the inconvenience. Distribution List: C. L. IVan Marter Lourette Machado Auditor-Controller (Accounts Payable) Clerk lof the Board (Carolyn Matthews).< Gordon Soares Ken Corcoran Carolyn Fernandez Knight and Carlson rRECEIVED L 7 1982 J. R. OLSSON AFRI( BOARD OF SUPERVISORS CO RACOSTA CO. De A-41 3181 l/ THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA February 16, 1982 b the following vote: Adopted this Order on y g AYES: Supervisors Powers , Fanden, Schroder,. Torlakson, McPeak. NOES: ABSENT: ABSTAIN: SUBJECT: Approval of Contract 426=0-98-1 with Knight and Carlson X3-0 / The Board having considered the recommendations of the Director, Health Services Department, regarding approval of Contract with Knight and Carlson for consultation and technical assistance in recovering reimbursement from past reporting periods;. IT IS BY THE BOARD ORDERED that said contract is hereby APPROVED and the Board Chair is AUTHORIZED to execute the contract as follows: Number: -9,3-0 /A, Contractor: Knight and Carlson Term: March 1, 1982 through June 30, 1983 Payment, Limit: $50,000 1 hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisopsori the date shown. 1 ATTESTED: . 6 1982 J.R. OLSSON, COUNTY CLERK and ex officio Clark of the Board B , Deputy Y P Y C. Matthews Orig. Dept.: Health Services Dept./CGU CC: County Administrator Auditor-Controller Contractor EJM:to �� Contra Costa County Standard Form �' ' • STANDARD CONTRACT • (Purchase of Services) 1. Contract Identification. Number Department: Health Services (Management and Administration Subject : Consultation and technical assistance in recovering reimbursement from past reporting periods. 2. Parties . The County of Contra Costa, California (County) , for its Department named above, and the following named Contractor mutually agree and promise as follows : Contractor : KNIGHT AND CARLSON Capacity : Partnership Address : Quail Court Office Park, Walnut Creek, California 94596 (Mailing Address: P.O. Box 457, Walnut Creek, California 94596) 3 . Term. The effective date of this Contract is March 1, 1982 and it terminates June 30, 1983 unless sooner terminated as provided herein. 4 . Payment Limit. County' s total payments to Contractor under this Contract shall not exceed $ 50,000 5 . County' s Obligations . County shall make to the Contractor those payments described in the Payment Provisions attached hereto which are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 6 . Contractor ' s Obligations . Contractor shall provide those services and carry out that work described in the Service Plan attached hereto which is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 7 . General and Special Conditions . This Contract is subject to the General Conditions and Special Conditions (if any) attached hereto, which are incorpo- rated herein by reference. 8 . Project. This Contract implements in whole or in part the following described Project, the application and approval documents of which are incorporated herein by reference: Project described in Contractor's letter dated December 3, 1981 to Mr. Bob Nash. 9 . Legal Authority. This Contract is entered into under and subject to the following legal authorities: Government Code Section 31000 10. Signatures . These signatures attest the parties ' agreement hereto : I COUNTY OF CONTRA COSTA, CALIFORNIA CONTRACTOR /By k)"V By Designee, Board 'of Supervisors (Designate off cial capacity) Attest/ J Olss n, 'County Clerk State of California ) By < ) as . Deputy County of Contra Costa ) i Rec a Depa ment ACKNOWLEDGEMENT (CC 1190. 1) The .person signing above for Contractor , By known to me in those individual and Des gnee business capacities , personally appeared before me today and acknowledge that he/ Form Approve : they signed it and that the corporation executed this instrument pursuant to its By bylaws or a resolution of its board of � V director�.�"`� 4� Deputy County Clerk (6-5-80) Dated: ,2f/�Z, Covntra Costa County OStandard Form PAYMENT PROVISIONS (Fee Basis Contracts) ^ O Number 1. Payment Amounts. Subject to the Payment Limit of this Contract and subject to the following Payment Provisions, County will pay Contractor the following fee : [ Check one alternative only. ] [ ] a. $ monthly , or [ ] b. $ per unit, as defined in the Service Plan, or [ ] c. $ , after completion of all obligations and conditions herefin and as full compensation for all services, work, and expenses provided or incurred by Contractor hereunder . [X] d. $ 65 per service unit, as defined in Paragraph 6. of the Service Plan; additionally, County will reimburse Contractor an amount not to exceed $1,900 for allowable expenses as specified in Paragraph 3. of the Service Plan. 2. Payment Demands . Contractor shall submit written demands. Said demands shall be made on County Demand Form D15 and in the manner and form prescribed by County. Contractor shall submit said demands for payment for services rendered no later than 90 days from the end of the month in which said services are actually rendered . Upon approval of said payment demands by the head . of the County Department for which this Contract is made, or his designee, County will make payments as specified in Paragraph 1 . (Payment Amounts) above. [See Paragraph 3. of the Special 'Conditions] . 3 . Right to Withhold . County has the right to withhold payment to the Contractor when, in the opinion of the , County expressed in writing to the Contractor , (a) the Contractor ' s performance, in whole or in part , either has not been carried out or is insufficiently documented , (b) the Contractor has neglected, failed or refused to furnish information or to cooperate with any inspection, review or audit of its program, work or records, or (c) Contractor has failed to sufficiently itemize or document its demand (s) for payment. 4 . Audit Exceptions. Contractor agrees to accept responsibility for receiving , replying to, and/or complying with any audit exceptions by Appropriate County, State or .Federal audit agencies occurring as a result of its performance of this Contract. Contractor also agrees to pay to the County within 30 days of demand by County the full amount of the County ' s liability, if any, to the State and/or Federal government resulting from any audit exceptions, to the extent such are attributable to the Contractor ' s failure to perform properly any of its obligations under this Contract. 'Initials : Contractor -County Dept. (6-4-80) i . SERVICE PLAN 3 Numberr.0 Vp _�o 1.. Independent Status. Contractor is an independent contractor and County shall neither direct nor have control over Contractor, Contractor's activities, or the methods and details by which Contractor fulfills its obligations under this Contract. In providing service hereunder, Contractor shall work cooperatively with County's Director, Health Services Department and his designee (County's Health Services Finance Officer). 2. Progress Reports. Contractor shall submit periodic Progress Reports, written or oral, upon request to the County's Director, Health Services Department or his designee, detailing Contractor's accomplishments in providing services hereunder. 3 . Expenses. Contractor's fee, as set forth in Payment Provision, Paragraph l.d., includes full compensation for all services, work, and expenses provided or incurred by Contractor under this Contract, including all travel and per diem expenses, except that County shall reimburse Contractor an amount not to exceed $1,900 for other allowable . expenses such as: mileage for travel by Contractor's automobile at a rate of $0.23 per mile, per diem, communications, report production and computer usage. 4. County's Activity Support. County shall provide for Contractor certain office space and assistance as may be mutually determined to be necessary to support Contractor's activities hereunder, but excluding the use of County cars. 5. Service Activities. During the term of this Contract, Contractor shall provide certain consultation and technical assistance activities as described in Exhibit "B", Contractor's letter dated December 3, 1981, to Mr. Bob Nash, which is incorporated herein by reference. 6. Service Unit Definition. A unit of service, for reporting purposes, shall be defined as the provision of the services described in Exhibit "B" by a paid member of Contractor's staff for one full hour; portions of an hour spent by each paid Contractor's staff member in providing services shall not be reported, except as the cumulative totals equal one full hour. Time spent in travel and such activities involving no service, and time spent by administrative staff or service support persons shall not be included. 7. Number of Service Units. During the term of this Contract, Contractor shall provide for County 740 service units. 8. Exhibits. a. This contract includes two exhibits which are identified as follows: Exhibit "A" which is attached to Contractors letter of December 3, 1981, to Mr. Bob Nash, and entitled "Knight and Carlson Customary Rates." Exhibit "B" is Contractor's letter of December 3, 1981, to Mr. Bob Nash, Re: Proposed Reimbursement Services. b. Any conflict between the terms stated in the contract and those stated in the Exhibits shall be resolved in favor of the terms in the contract. Initials: Con Tactor County Dept. r SPECIAL CONDITIONS Number " l _ 1. Reporting Requirements. Pursuant to Government Code § 7550, Contractor shall include in all documents or written reports completed and submitted to County in accor- dance 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 shall apply only if the payment limit under this Contract exceeds $5,000. 2. 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 shall, upon 'written request and until the expiration of four years after the furnishing of services pursuant to this Contract, make available to the Secretary of Health and Human Services or to the Comptroller General, or any of their duly authorized representatives, this Contract and books, documents, and records of Contractor that are 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 sub- contract with a value or cost of $10,000 or more over a twelve-month period, such subcontract shall contain a clause to the effect that upon written request and until the expiration of four years after the furnishing of services pursuant to such sub- contract, the subcontractor shall make available, to the Secretary or to the Comptroller General, or any of their duly authorized representatives, the subcontract . and books, documents, and records of the subcontractor that are necessary to verify the nature and extent of all costs and charges hereunder. This special condition is in addition to any and all other terms regarding the main- tenance or retention of records under this Contract and is binding on the heirs, suc- cessors, assigns and representatives of Contractor. 3. Payment Demands. Paragraph 2. (Payment Demands) of the Payment Provisions is hereby modified in its entirety to read as follows: "Contractor shall submit written demands. Said demands shall 'be made on County Demand Form D15 and in the manner and form prescribed by County. Contractor shall submit said demands for payment for services rendered no later than 90 days from the end of the month in which said services are actually rendered. However, Contractor's demands will be payable only when recovery from Contractor's efforts in accordance with this contract exceeds the payments demanded. No payment by County will be due Contractor prior to the actual realization, by County, of additional reimbursement from the Medicare and Medi-Cal Programs due to Contractor's services under this contract. Upon approval of said payment demands by the head of the County Department for which this Contract is made, or his designee, County will make payments as specified in Paragraph 1. (Payment Amounts) above." Initials: ZZ Con ractor County Dept. 1\ / • Exhibit "B" • ,. _0_9-8—o Number KNIGHT 8 CARLSON HOSPITAL FINANCIAL CONSULTING ALLEN M. CARLSON,C.P.A. P. O. BOX 457 QUAIL COURT OFFICE PARK THOMAS P. KNIGHT, M.B.A. �415I 032-B548 WALNUT CREEK,CALIFORNIA 94596 December 3 , 1981 Mr. Bob Nash, Fiscal Officer Contra Costa County Hospital 2500 Alhambra Avenue Martinez , CA 94553 RE: Proposed Reimbursement Services Dear Bob: As we discussed recently, KNIGHT & CARLSON is pleased `to submit the following proposal for additional reimbursement services to Contra Costa County Hospital. Through the work that we have performed to date we have identified certain items where we are confident additional reimbursement can be. realized from past cost reporting periods. Additionally, you have requested that we attempt to resolve the Medicare bad debt reimbursement issues involving cost reporting periods from FYE 6/30/68 through FYE 6/30/77 . In recognition of your fiscal constraints, we have proposed to do this work at our standard fee-for-service rates with a guarantee that our fees will not exceed your net recovery. Memo billings will be sent to you on a periodic basis with no payment due until such time as an actual recovery has been realized by .the Hospital that is sufficient to pay for our services. PROPOSAL Medicare Bad Debts The Medicare Intermediary, Blue Cross of Northern California, for your FYE ' s 6/30/68 through 6/30/77 has disallowed reimbursement of approximately $300, 000 for Medicare bad debts . This issue was disputed with the Intermediary in a timely fashion but a formal appeal was never filed to preserve your appeal rights. To date the Hospital ' s staff has been unable to resolve this issue with Blue Cross. The last formal correspon- dence on this issue was a letter dated September 17 , 1980 requesting an extensive amount of additional documentation from the Hospital. I, Initials: . Cont County Dept. Number 2 0 9 8 Mr. Bob Nash Proposal December 3 , 1981 Page 2 Subsequent to the origin of this dispute, the Hospital was required to change intermediaries. This leaves Blue Cross of Northern California in the position of having no on-going interest in the Hospital nor having any Federal funds budgeted to work on this dispute. Therefore, we suggest that we be allowed to work directly with Blue Cross of Northern California and volunteer to utilize our staff in completing all documentation including the performance of applicable inter- mediary audit and revision functions in order to minimize the effort required by Blue Cross of Northern California. I believe that in this way we can reduce the scope of the work which was requested by the Intermediary on September 17 , 1980 and expeditiously reach a favorable compromise on this issue. Without this effort , the likelihood of any recovery of the , monies claimed is negligible. We will endeavor to minimize the scope of the work necessary and/or reach a compromise with Blue Cross of. Northern California on this issue. However, until such time as Blue Cross of Northern California defines the actual scope of work required it is impossible to estimate the effort or fees that will be required. The minimum expected recovery from this issue is $150, 000 . Exception Request FYE 6/30/80 In addition to identification of additional capital costs for FYE 6/30/80 , we recommend that an exception request be filed for this year. Based upon the new pro- cedures which were implemented in this year and further refined in FYE 6/30/81, we believe that an exception of between $3 and $7 per patient day is obtainable based upon the actual identification of salary-related costs sub- ject to an increase for the California Bay Area Wage Index and based upon additional identifiable overhead costs applicable to the teaching programs being maintained at the Hospital. This exception request is expected to in- crease your Medicare and Medi-Cal reimbursement for FYE 6/30/80 by $200 , 000 to $480 , 000. Other Prior Period Issues In addition to the specific items identified above, we are aware that the loss of the disposal of depreciable assets for FYE 6/30/80 has not been claimed. Once these amounts are Initials: T4K___ fContractor County Dept. Number Mr. Bob Nash Proposal December 3 , 1981 Page 3 calculated in accordance with Medicare principles, we anticipate that your reimbursement will be increased by $5, 000. Also we would propose that we review your FYE 6/30/78 and FYE 6/30/79 Medicare and Medi-Cal cost reports to see if reimbursement enhancements are possible in those years. Such enhancement can be obtained through the cor- rection of errors in the filing of the cost reports or through the filing of request for exception on the 223 routine cost limitations. Fees Our fees for this service will be accrued at our customary rates, see Exhibit A attached, plus actual out-of- pocket expenses and mileage allowance for travel. Our fees will not be payable unless the recovery from our efforts exceeds the amount billed. No payment will be due prior to the actual realization of additional reimbursement from the Medicare and Medi-Cal Programs due to our efforts. Prior to the realization of any additional reimbursement from our efforts, periodic memo billings will be rendered to you. Our fees and expenses are subject to an initial contract limitation of $50 , 000. 00. This limit cannot be exceeded by us without the prior written approval of the County Board of Supervisors. If this proposal meets with your approval and you would like us to proceed, please sign, date and return one copy of this letter. Sincerely,. Allen M. Carlson AMC:emk Attachment ACCEPTED FOR CONTRA COSTA HOSPITAL BY: TITLE : DATE : Initials : �la Contractor Co my Dept. Number o EXHIBIT A KNIGHT & CARLSON CUSTOMARY RATES Hourly Rates Effective Current 1/1/82 '- Principal $65 . 00 $75 . 00 Professional Staff $40 . 00-$60. 00 $40. 00-$65. 00 Clerical $15 . 00 $18 . 00-$20. 00 Initials: Contractor CoInty Dept. 1� Contra Costa County • • Standard Form GENERAL CONDITIONS (Purchase of Services) 1. Compliance with Law. Contractor shall be subject to and comply with all Federal, State and local laws and regulations applicable 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. 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 shall 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. 4. Retention of Records. Contractor shall retain all documents per- taining 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 shall make these records available to authorized representatives of the County, the State of California, and the United States Government. 5 . Termination. a. Written Notice. This Contract may be terminated by either party, at their 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. The County, upon written notice to Contractor, may immediately terminate this Contract should the Contractor fail to perform properly any of its obligations hereunder. In the event of such termination, the County may proceed with the work in any reason- able manner it chooses. The cost to the County of completing Contractor ' s performance shall be deducted from any sum due the Contractor under this Contract , without prejudice - to the County 's rights otherwise to recover its damages. C. Cessation of Funding . Notwithstanding Paragraph 5 .a. above, 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 con- ditions agreed upon by the parties. Except as expressly provided herein, no other understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of_ the parties hereto . 7 . Further Specifications for Operating Procedures. Detailed speci- fications of operating procedures and budgets required by this Contract, including but not limited to, monitoring, auditing, billing, or regulatory changes , may be developed and set forth in a written Informal Agreement between the Contractor and the County. Such Informal Agreements shall be designated as such and shall not be amendments to this Contract except to the extent that they further detail or clarify that which is already re- quired hereunder . Such Informal Agreements may not enlarge in any manner the scope of this Contract, including any sums of money to be paid the Contractor as provided herein. Informal Agreements may be approved and signed by the head of the County Department for which this Contract is made or his designee. (A-4616/ REV 6/80) -1- b Contra Costa County • • Standard Fgrm• ` GENERAL CONDITIONS (Purchase of Services) 8 . Modifications and Amendments. a. General Amendments. This Contract may be modified or amended by a written document executed by the 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. Administrative Amendments . Subject to the Payment Limit, the Payment Provisions and the Service Plan may be amended by a written administrative amendment executed by the Contractor and the County Administrator or his designee, subject to any required State or Federal approval, provided that such administrative amendments may not materially change the Payment Provisions or the Service Plan. 9 . Disputes. Disagreements between the County and Contractor con- cerning the meaning, requirements, or performance of this Contract shall be subject to final determination in writing 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 Jurisdiction. a. This Contract is made in Contra Costa County and shall be, governed and construed in accordance with the laws of the State of California. b. Any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, State of California. 11 . Conformance with Federal and State Regulations. Should Federal or State regulations touching upon the subject of this Contract be adopted or revised during the term hereof , this Contract shall be 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 the County indicating the 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 there- for, or any combination of these acts, shall not relieve the Contractor' s obligation to fulfill this Contract as prescribed ; nor shall the County be thereby estopped 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, suc- cessors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract or monies due or to Le^_ome due, without the prior written consent of the County Administrator or his designee, subject to any required State or Federal approval. 14 . Independent Contractor Status. This Contract is by and between: two independent contractors and is not intended to and shall not be con- strued to create the relationship of agent, servant, employee, partnership , joint venture or association. (A-4616 REV 6/8U) -2- Contra Costa County , . Standard Form GENERAL CONDITIONS (Purchase of Services) 15 . Conflicts of Interest. Contractor promises and attests that the Contractor and any members of its governing body shall avoid any actual or potential conflicts of. interest. If Contractor is a corporation, Contractor agrees to furnish to the County upon demand a valid copy of its most recently adopted bylaws and also a complete and accurate list of its governing body (Board of Directors or Trustees) and to timely update said bylaws or the list of its governing body as changes in such governance occur . 16 . Confidentiality. Contractor agrees to comply and to require its employees, agents and partners 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 : a. All applications and records concerning any individual made or kept by Contractor or any public officer or agency in -connection with the administration of or relating to services provided under this Contract will be confidential , and will not be open to examination for any purpose not directly connected with the administration of such service . b. 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 shall be available to all qualified persons regardless of age, sex, race, religion, color, national origin, or ethnic background, or handicap , and that none shall be used , in whole or in part, for religious worship or instruction. 18. Indemnification. The Contractor shall defend , save harmless and indemnify the County and its officers, agents and employees from all lia- bilities and claims for damages for death, sickness or injury to persons or property, including without limitation, all consequential damages, from any cause whatsoever arising from or connected with the operations or the ser- vices of the Contractor hereunder , resulting from the conduct , negligent or otherwise, of the Contractor , its agents or employees. 19 . Insurance. During the entire term of this Contract and any extension or modification thereof, the Contractor shall keep in effect insurance policies meeting the following insurance requirements unless otherwise expressed in Special Conditions : a. Liability Insurance. The Contractor shall provide compre- hensive liability insurance, including coverage for owned and non-owned automobiles , with a minimum combined single limit coverage of $500, 000 for all damges, 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 shall be endorsed to include the County and its officers and employees as additional named insureds as to-'all ser- vices performed by Contractor under this agreement. b. Workers ' Compensation. The Contractor shall provide workers ' compensation insurance coverage for its employees. (A-4616 REV 6/80) -3- Contra Costa County • Standard Form GENERAL CONDITIONS (Purchase of Services) C. Certificate of Insurance. The Contractor shall provide the County with (a) certificate(s) of insurance evidencing liability and workers ' compensation insurance as required herein no later than the effective date of this Contract. If the 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 shall provide (a) current certificate(s) of insurance. d. Additional Insurance Provisions. The insurance policies pro- vided by the Contractor shall include a provision for thirty (30) days written notice to County before cancellation or material change of the above specified coverage. Said policies shall constitute primary insurance as to the 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) shall not be required to contribute to any loss covered under the Contractor ' s insurance policy or policies. 20. Notices . All notices provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail , postage prepaid . Notices to the County shall be addressed to the head of the County Department for which this Contract is made. Notices to the Contractor shall be addressed to the Contractor ' s address designated herein. The effective date of notice to the Contractor shall be the date of deposit in the mails or of other delivery. The effective date of notice to the County shall be the date of receipt by the head of the County Department for which this Contract is made. 21 . Primacy of General Conditions . Except for Special Conditions which expressly supersede General Conditions, the Special Conditions (if any) and Service Plan do not limit any term of the General Conditions. 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 con- tract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure to continue purchase of all or any such services from Contractor . 23. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improve- ments, 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 §107) , such interest or improve- ments may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest. Contractor agrees that this provision complies with the notice requirements of Revenue & Taxation Code §107 . 6, and waives all rights to further notice or to damages under that or any comparable statute. (A-4616 REV 6/80) -4- r I F CONTRA COSTA COUNTY HEALTH SERVICES DEPARTMENT cf. To: M. G. Wingett, County Administrator Date: FEB 91982 Attention: C. L. Van Marter COU11tv Adrninistrator From: Arnold S. Leff, M.D. , Director Subject: CONTRACT 4126-098-1 By: J. el l e .Eugene ugene Cont is ants Administrator Attach d f resentation to the Board of Supervisors is the following contract the Department's Management and Administration Division: Number- -26-9g$-1 C .3 -0/o, Contractor: KNIGHT AND CARLSON Term: March 1, 1982 through June 30, 1983 Payment Limit: $50,000 Funding: County. However, Contractor will be paid only when recovery from Contractor's efforts exceeds payments demanded; no payments will be due Contractor prior to the actual realization of additional reimbursement from the Medicare and Medi-Cal programs. Service: Consultation and technical assistance in recovering reimbursement from p ast reporting periods This contract has been approved as to legal form by County Counsel-'s Office. It is, therefore, recommended that this contract be approved and submitted to the Board at their next meeting on Tuesday, FEB1 61982 EJM:ta Attachments cc: Clerk of the Board Pat Taff Bob Nash Ralph Crocker RECEIVED EB A-41 In the Board of Supervisors of Contra Costa County, State of California April 7 , 19 81 In the Matter of Approval of Contract 426-089 with Knight and Carlson The Board having considered the recommendations of the Director, Health Services Department, regarding approval of Contract 426-089 with Knight and Carlson for a reimbursement review of Health Service Department's cost reports for the fiscal year ending 6/30/80, IT IS BY THE BOARD ORDERED that said contract is hereby APPROVED and the Board Chairman is AUTHORIZED to execute the contract as follows: Number: 26-089 Contractor: Knight and Carlson Term: 4/14/81 through 8/31/81 Payment Limit: $8,000 PASSED BY THE BOARD on April 7 , 1981, by the following vote : AYES : Supervisors Fanden, Schroder, McPeak, Torlakson, Powers , NOES : None ABSENT: None I hereby certify that the foregoing is a true and correct copy of an order entered on the minutes of said Board of Supervisors on the date aforesaid. Witness my hand and the Seal of the Board of Orig: Health Services Dept. Supervisors 7th April 81 Attn: Contracts and Grants Unit cc: County Administrator affixed this day of 19_ Auditor-Controller Contractor J. R. OLSSON, Clerk EJM:sh By , Deputy Clerk C . Matthews H-24 7L 15M Contra. Costa County STANDARD CONTRACT Standard Form • ' • _ - '• � � /�✓ _ � 7`, (Purchase of Services) 1. Contract Identification. Number 2 6 _ O 8 9 Department : Health Services (Management and Administration) Subject : Reimbursement review of Cost Reports for fiscal year ending 6/30/80 2. Parties . The County of Contra Costa, California (County) , for its Department named above, and the following named Contractor mutually agree and promise as follows : Contractor : KNIGHT AND CARLSON Capacity : Partnership Address : Quail Court Office Park, Walnut Creek, California 94596 (Mailing Address: P. 0. Box 457, Walnut Creek, California 94596 3 . Term. The effective date of this Contract is April 14, 1981 and it terminates August 31, 1981 unless sooner terminated as provided herein. 4 . Payment Limit. County' s total payments to Contractor under this Contract shall not exceed $ 8,000 5 . County' s Obligations. County shall make to the Contractor those payments described in the Payment Provisions attached hereto which are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 6 . Contractor ' s Obligations . Contractor shall provide those services and carry out that work described in the Service Plan attached hereto which is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 7 . General and Special Conditions . This Contract is subject to the General Conditions and Special Conditions (if any) attached hereto , which are incorpo— rated herein by reference. 8 . Project. This Contract implements in whole or in part the following described Project, the application and approval documents of which are incorporated herein by reference: Project described in Contractor's letter of March 17, 1981 to Mr. Bob Nash 9 . Legal Authority. This Contract is entered into under and subject to the following legal authorities: Government Code Section 31000 10. Signatures . These signatures attest the parties ' agreement hereto : COb NTY CONTRA COUA, CALIFORNIA CONTRACTOR By By ;W__C eLz andirpan,� Board of Supervisors (Designate official capacity) Attest : J.R. Olsson, County Clerk State of California ) By • �� � ) as. Deputy County of Contra Costa ) Recommended by Department ACKNOWLEDGEMENT (CC 1190.1) nn The person signing above for Contractor, By '" � � �o�� known to me in those individual and Designee business capacities , personally appeared before me today and acknowledge that he/ Form -proved: they signed it and that the corporation executed this instrument pursuant to its By bylaws or a resolution of its board of DEPUTY COUNTY COUNSEL. director CONTRA COSTA COUNTY, CALIF. ftan��/Oiputy County Clerk (6-5-80) Dated: 16 ontra, 'Costa County ,tandard Form / PAYMENT PROVISIONS (Fee Basis Contracts) 2 - Number 6 - 089 1. Payment Amounts. Subject to the Payment Limit of this Contract and subject to the following Payment Provisions, County will pay Contractor the following fee : [Check one alternative only. ] [ ] a. $ monthly, or [ J b. $ per unit, as defined in the Service Plan, or [ ] c. $ , after completion of all obligations and conditions herein and as full compensation for all services, work, and expenses provided or incurred by Contractor hereunder . [XJ d. According to the fee schedule and within the service unit limitations specified in Paragraph 7. of the Service Plan. In addition, County shall reimburse Contractor for other allowable expenses as set forth in Paragraph 3. of the Service Plan. 2. Payment Demands . Contractor shall submit written demands. Said demands shall be made on County Demand Form D15 and in the manner and form prescribed by County. Contractor shall submit said demands for payment for services rendered no later than 90 days from the end of the month in which said services are actually rendered . Upon approval of said payment demands by the head of the County Department for which this Contract is -made, or his designee, County will make payments as specified in Paragraph 1 . (Payment Amounts) above. 3 . Right to Withhold . County has the right to withhold payment to the Contractor when, in the opinion of the , County expressed in writing to the Contractor, (a) the Contractor ' s performance, in whole or in part , either has not been carried out or is insufficiently documented, (b) the Contractor has neglected, failed or refused to furnish information or to cooperate with any inspection, review or audit of its program, work or records, or (c) Contractor has failed to sufficiently itemize or document its demand (s) for payment. 4 . Audit Exceptions . Contractor agrees to accept responsibility for receiving , replying tol, and/or complying with any audit exceptions by appropriate County, State or Federal audit agencies occurring as a result of its performance of ,this Contract. Contractor also agrees to pay to the County within 30 days of demand by County the full amount of the County ' s liability, if any, to the State and/or Federal government resulting from any audit exceptions , to the extent such are attributable to the Contractor ' s failure to perform properly any of its obligations under this Contract . Initials = zelWr /iX✓ Contractor `County Dept. (6-4-80) i SERVICE PLAN Number 26 - 089 1. Independent Status. Contractor is an independent contractor and County shall neither direct nor have control over Contractor, Contractor's activities, or the methods and details by which Contractor fulfills its obligations under this Contract. In providing service hereunder, Contractor shall work cooperatively with County's Director, Health Services Department and his designee (County's Health Services Finance Officer) . 2. Progress Reports. Contractor shall submit periodic Progress Reports, written or oral, upon request to the County's Director, Health Services Department or his designee, detailing Contractor's accomplishments in providing services hereunder. 3. Expenses. Contractor's fee, as set forth in Payment Provision, Paragraph l.d., includes full compensation for all services, work, and expenses provided or incurred by Contractor under this Contract, including all travel and per diem expenses, except that County shall reimburse Contractor an amount not to exceed $930 for other allow- able expenses such as: mileage for travel by Contractor's automobile at a rate of $0.22 per mile, per diem, communications, report production and computer usage. 4. County's Activity Support. County shall provide for Contractor certain office space and assistance as may be mutually determined to be necessary to support Contractor's activities hereunder, but excluding the use of County cars. 5. Service Activities. During the term of this Contract, Contractor shall provide certain consultation and technical assistance activities as described in Exhibit "A", Contractor's letter of March 17, 1981, to Mr. Bob Nash, which is incorporated herein by reference. 6. Service Unit Definition. A unit of service, for reporting purposes, shall be defined as the provision of the services described in Exhibit "A" by a paid member of Contractor's staff in one of the personnel classifications listed in Pargraph 7. below, for one full hour; portions of an hour spent by each paid Contractor's staff member in providing services shall not be reported, except as the cumulative totals equal one full hour. Time spent in travel and such activities involving no service, and time spent by administrative staff or service support persons shall not be included. 7. Number of Service Units and Fee Schedule: During the term of this Contract, Contractor shall provide for County the following service units at the fee schedule specified for each category of employee: a. Principal Service Units Rate Amount Fiscal Year Ending 6/30/80 Review 50 $65 $3,250 Intermediary Inquiry 4 65 260 Home Health Agency Simulation 8 65 520 Staff Training 16 65 1,040 b. Professiolal Staff Fiscal Year Ending 6/30/80 Review 50 $40 $2,000 Subject to a limit of $7,070 the number of service units provided .by each of the above categories set forth above may vary up to 15% without approval by County; and may be changed in excess of 15Y provided, however, that Contractor has obtained prior written authorization from County's Health Services Department Director, or his designee. 8. Cost Reports. ( Contractor shall submit monthly cost reports to the Director, Health Service Department consisting of the following information: a. Hours worked on the project by principals and professional staff; b. Hourly rate billed for each principal or professional staff member; and c. An itemized listing of out-of-pocket expenses incurred by above individuals on County's behalf. Initials: Con County Dept. 26 - 089 Number EXHIBIT "A" KNIGHT & CARLSON HOSPITAL FINANCIAL CONSULTING ALLEN M. CARLSON,C.P.A. P. O. BOX 457 QUAIL COURT OFFICE PARK THOMAS P.KNIGHT,M.B.A. 415) 932-8548 WALNUT CREEK,CALIFORNIA 94596 March 17 , 1981 Mr. Bob Nash Financial Officer Contra Costa County Hospital 2500 Alhambra Avenue Martinez, CA 94553 RE: Reimbursement Review Proposal Dear Bob: The following proposal is the result of several meetings and conversations which we have had over the past several months. CONTRA COSTA COUNTY HOSPITAL PROPOSAL KNIGHT & CARLSON will review your FYE 6/30/80 cost reimbursement reports, which can be reopened or amended at this time. This review entails analysis of all accounting and statistical systems , cost groupings, reclassifications , adjustments, statistic selections/accumulations and revenue information affecting reimbursement in a search for more favorable alternatives. Review will also be made for improper application of regulations, errors , and elections which may be corrected to enhance reimbursement. The initial review will be made from existing Hospital records with minimal involvement of Hospital staff resources. Items identified in this process as being worthy of more indepth analysis and documentation will be discussed with the Hospital staff before proceeding. If for any reason, the Hospital does not wish us to continue our investigation of any or all issues, those matters will not be pursued. Upon completion of all investigation and documentation, our final findings will be discussed with the Hospital staff, for approval to proceed with submission to the appropriate agency. Based 'upon the nature of the changes being proposed, reports for submission will be prepared for final Hospital review. After submission, KNIGHT & CARLSON will work with the Hospital and applicable agencies in gaining approval and settlement of the issues as quickly as possible. Initials: Cont- CountCount--fit. f � Number 2 6 m oy ✓ i Mr. Nash March 17 , 1981 Proposal Page 2 In conjunction with our review, KNIGHT & CARLSON will draft and/or discuss the appropriate response to inquiries received from your Intermediary about the FYE ,6/30/80 Medicare cost report. Also, we will simulate the reimbursement effect of treating the Public Health Departments free standing Home Health Agency as a Hospital based operation in order to obtain higher cost limitations from the Medicare Program. If finan- cially beneficial, KNIGHT & CARLSON will outline the various steps necessary to establish the Home Health Agency as a Hospital based unit. KNIGHT & CARLSON will review all findings with the Hospital staff and train staff representatives in the principles of cost reimbursement and the preparation of the Medicare and Medicaid cost reports for the Hospital. Our fee for this service, inclusive of all out-of-pocket expenses, will not exceed $8 , 000. This estimate was based on the following budget. PRINCIPAL Hours Rate Amount FYE 6/30/80 Review 50 $65 $3, 250 Intermediary Inquiry 4 65 260 H.H.A. Simulation 8 65 520 Staff Training 16 65 1, 040 PROFESSIONAL STAFF FYE 6/30/80 Review 50 $40 $2, 000 OUT-OF-POCKET EXPENSES Computer Usage ($15 per hour plus $ . 65 per CRU) $ 800 Travel and Miscellaneous 130 TOTAL (not to be exceeded) $8 , 000 If you have any question's about this proposal , please contact me. Sincerely, J Allen M. Carlson AMC:emk I I I Initials: Contractor County Dept. I A:- V. .l��� .' Contra Costa County • Standard Form ,� GENERAL CONDITIONS (Purchase of Services) 8 . Modifications and Amendments. a. General Amendments. This Contract may be modified or amended by a written document executed by the 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. Administrative Amendments . Subject to the Payment Limit, the Payment Provisions and the Service Plan may be amended by a written administrative amendment executed by the Contractor and the County Administrator or his designee, subject to any required State or Federal approval, provided that such administrative amendments may not materially change the Payment Provisions or the Service Plan. 9 . Disputes. Disagreements between the County and Contractor con- cerning the meaning, requirements , or performance of this Contract shall be subject to final determination in writing 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 Jurisdiction . a. This Contract is made in Contra Costa County and shall be governed and construed in accordance with the laws of the State . of California. b. Any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, State of California. 11 . Conformance with Federal and State Regulations. Should Federal or State regulations touching upon the subject of this Contract be adopted or revised during the term hereof , this Contract shall be 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 the County indicating the 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 there- for, or any. combination of these acts, shall not relieve the Contractor' s obligation to fulfill this Contract as prescribed ; nor shall the County be thereby estopped 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, suc- cessors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract or monies due or to become due, without the prior written consent of the County Administrator or his designee, subject to any required State or Federal approval. 14 . Independent Contractor Status. This Contract is by and between two independent contractors and is not intended to and shall not be con- strued to create the relationship of agent, servant, employee, partnership, joint venture or association. (A-4616 REV 6/80) -2- contra Costa County . Standard Form GENERAL CONDITIONS (Purchase of Services) 1. Compliance with Law. Contractor shall be subject to and comply with all Federal, State and local laws and regulations applicable 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. 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 shall 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. 4 . Retention of Records. Contractor shall retain all documents per- taining 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 shall make these records available to authorized representatives of the County, the State of California, and the United States Government. 5 . Termination. a. Written Notice. This Contract may be terminated by either party, at their 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. The County, upon written notice to Contractor , may immediately terminate this Contract should the Contractor fail to perform properly any of its obligations hereunder . In the event of such termination, the County may proceed with the work in any reason- able manner it chooses. The cost to the County of completing Contractor ' s performance shall be deducted from •any sum due the Contractor under this Contract , without prejudice to the County 's rights otherwise to recover its damages. C. Cessation of Funding. Notwithstanding Paragraph 5 .a. above, 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 con- ditions agreed upon by the parties. Except as expressly provided herein, no other understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto. 7 . Further Specifications for Operating Procedures . Detailed speci- fications of operating procedures and budgets required by this Contract, including but not limited to, monitoring, auditing, billing, or regulatory changes , may be developed and set forth in a written Informal Agreement between the Contractor and the County. Such Informal Agreements shall be designated as such and shall not be amendments to this Contract except to the extent that they further detail or clarify that which is already re- quired hereunder . Such Informal Agreements may not enlarge in any manner the scope of this Contract, including any sums of money to be paid the Contractor as provided herein. Informal Agreements may be approved and signed by the head of the County Department for which this Contract is made or his designee. (A-4616 REV 6/80) -1- l � Contra Costa County . Standard Form ,N GENERAL CONDITIONS (Purchase of Services) C. Certificate of Insurance. The Contractor shall provide the County with (a) certificate(s) of insurance evidencing liability and workers ' compensation insurance as required herein no later than the effective date of this Contract. If the 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 shall provide (a) current certificate(s) of insurance. d. Additional Insurance Provisions. The insurance policies pro- vided by the Contractor shall include a provision for thirty (30) days written notice to County before cancellation or material change of the above specified coverage. Said policies shall constitute primary insurance as to the 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) shall not be required to contribute to any loss covered under .the Contractor ' s insurance policy or policies. 20. Notices . All notices provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail , postage prepaid . Notices to the County shall be addressed to the head of the County Department for which this Contract is made. Notices to the Contractor shall be addressed to the Contractor ' s address designated herein. The effective date of notice to the Contractor shall be the date of deposit in the mails or of other delivery. The effective date of notice to the County shall be the date of receipt by the head of the County Department for which this Contract is made. 21 . Primacy of General Conditions . Except for Special Conditions which expressly supersede General Conditions , the Special Conditions (if any) and Service Plan do not limit any term of the General Conditions. 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 con- tract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure to continue purchase of all or any such services from Contractor . 23. Possessory Interest. If this Contract results in the Contractor having possession of , claim to or right to the possession of land or improve- ments, 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 §107 ) , such interest or improve- ments may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes . levied on such interest. Contractor agrees that this provision complies with the notice requirements of Revenue & Taxation Code §107 . 6, and waives all rights to further notice or to damages under that or any comparable statute. (A-4616 REV 6/80) -4- Contra Costa County Standard Form GENERAL CONDITIONS (Purchase of Services) 15 . Conflicts of Interest. Contractor promises and attests that the Contractor and any members of its governing body shall avoid any actual or potential conflicts of. interest. If Contractor is a corporation, Contractor agrees to furnish to the County upon demand a valid copy of its most recently adopted bylaws and also a complete and accurate list of its governing body (Board of Directors or Trustees) and to timely update said bylaws or the list of its governing body as changes in such governance occur . 16 . Confidentiality. Contractor agrees to comply and to require its employees, agents and partners 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 : a. All applications and records concerning any individual made or kept by Contractor or any public officer or agency in -connection with the administration of or relating to services provided under this Contract will be confidential , and will not be open to examination for any purpose not directly connected with the administration of such service . b. 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 shall be available to all qualified persons regardless of age, sex, race, religion, color, national origin, or ethnic background , or handicap , and that none shall be used , in whole or in part, for religious worship or instruction. 18 . Indemnification. The Contractor shall defend , save harmless and indemnify the County and its officers, agents and employees from all lia- bilities and claims for damages for death, sickness or injury to persons or property, including without limitation, all consequential damages, from any cause whatsoever arising from or connected with the operatio.ns or the ser- vices of the Contractor hereunder , resulting from the conduct , negligent or otherwise, of the Contractor, its agents or employees. 19 . Insurance. During the entire term of this Contract and any extension or modification thereof , the Contractor shall keep in effect insurance policies meeting the following insurance requirements unless otherwise expressed in Special Conditions : a. Liability Insurance. The Contractor shall provide compre- hensive liability insurance, including coverage for owned and non-owned automobiles , with a minimum combined single limit coverage of $500, 000 for all damges , 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 shall be endorsed to include the County and its officers and employees as additional named insureds as to- all ser- vices performed by Contractor under this agreement. b. Workers ' Compensation. The Contractor shall provide workers' compensation insurance coverage for its employees. (A-4616 REV 6/80) -3- CONTRA COSTA COUNTY HEALTH SERVICES DEPARTMENT 'T+ route" Contra Costa County RECEIVED APR - 1961 To: M. G. Wingett, County Administrator Date: March 27, 1981 Office of Attention: C. L. Van Marter County Administrator From: Arnold S. Leff, M.D. , Director Subject: CONTRACT #26-089 with By: Eugene J. Mor Knight and Carlson Contracts Gran s Administrator Attached fo presentation to the Board of Supervisors is the following contract for the Depart�ent's Management and Administration Division: Number: 226-089 Contractor: Knight and Carlson Term: 4/14/81 through 8/31/81 Payment' Limit: $8,000 Funding: Enterprise Fund Service: Reimbursement review of cost reports for fiscal year ending 6/30/80 This contract has been approved as to legal form by County Counsel's Office. It is, therefore, recommended that this contract be approved and submitted to the Board at their next meeting on Tuesday, April 7, 1981. EJM:sh Attachments cc: Bob Nash I NOTE: County recently lost the only accountant familiar with- the Medicare and Medi-Cal cost reports and department is under deadline to have' them reviewed .to insure maximum_-reimburse- ment to the county. I INE® . 11 J.R. LSSON + CL. Ii OARO OF SURERVISCRS + A r,OSTA CO e1, 12/80