HomeMy WebLinkAboutMINUTES - 09121995 - C108 TO: ` BOARD OF SUPERVISORS
FROM: Mark Finucane, Health Services Director `C6itra
Costa
DATE: August 11, 1995 County
SUBJECT: Approval of Standard. Contract #26-046-18
with Julie O. Fulford (dba Valley Audiology)
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION:
Approve and authorize the Health Services Director, or his designee
(Frank Puglisi) , to execute on behalf of the County, Standard Contract
#26-046-18 with Julie O. Fulford (dba Valley Audiology) , in the amount
of $35, 000, for the period from October 1, 1995 through September 30,
1996, to provide audiological services to County-referred patients.
II. FINANCIAL IMPACT:
This Contract is funded in the Health Services Department Enterprise
I Budget. As appropriate, patients and/or third-party payors will be
billed for services.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
On January 5, 1995, the County Administrator's Office approved and the
Purchasing Agent executed Standard Contract #26-046-16 (which was
subsequently amended by Contract Amendment Agreement #26-046-17) , with
Julie O. Fulford (dba Valley Audiology) , for the period from October
1, 1994 through September 30, 1995, for provision of audiological
services for County-referred patients.
Approval of Standard Contract #26-046-18 will allow the Contractor to
continue to provide services through September 30, 1996.
CONTINUED ON ATTACHMENT: YES SIGNATURE: ^ ,�
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S)
i
ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
UNANIMOUS (ABSENT ) I HEREBY CERTIFY THAT THIS IS A TRUE
AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN
ABSENT: Z ABSTAIN: AND ENTERED ON THE MINUTES OF THE BOARD
OF SUPERVISORS ON THE DATE SHOWN.
Contact: Frank Puglisi (370-5100)
CC: Health Services (Contracts) ATTESTED 99
Risk Management Phil Bate emr,Clerk of the Board of .
Auditor-Controller Supervisors and'County Administrator
Contractor
M382/7-83 BY DEPUTY
Contra Costa County Number 26-046-18
Standard Form 1/87 STANDARD CONTRACT Fund/Org # as coded
(Purchase of Services Account, # 2.821
1. Contract Identification. DRAFT
Department: Health Services - Hospital and Clinics
Subject: Audiological Services for Medi-Cal recipients and County Health Plan Members
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: JULIE 0. FULFORD (DBA VALLEY AUDIOLOGY)
Capacity: Sole proprietorship Taxpayer ID #94-6393420
Address: 2550 Almond Avenue, #1, Concord, CA 94520
3. Term. The effective date of this Contract is October 1. 1995 and it terminates
September 30. 1996 unless sooner terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not
exceed $35.000.
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 incorporated herein by reference.
8. Pro ect. This Contract impleme1° or in part the following described Project,
the application and approval docum ofwhich 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 31000.4.
10. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA
ATTEST: Phil Batchelor, Clerk of the Board
BOARD OF SUPERVISORS of Supervisors and County Administrator
By BY
Chairman/Designee Deputy .
CONTRACTOR
By By
(Designate business capacity A) (Designate business capacity B)
Note to Contractor: For corporations (profit or nonprofit), the contract must be signed by two officers. Signature A must be
that of the president or vice-president and Signature B must be that of the secretary or assistant secretary (Civil Code Section
1190 and Corporations Code Section 313). All signatures must be acknowledged as set forth on page two.
Contra Costa County Standard Form(Rev. 1/95)
APPROVALS/ACKNOWLEDGMENT
Number 26-046-18
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
COUNTY COUNSEL
By By
Designee - Deputy
APPROVED: COUNTY ADMINISTRATOR
By:
Designee
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
ss.
COUNTY OF CONTRA COSTA )
On , before me,
(insert name and title of the officer), personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS MY HAND AND OFFICIAL SEAL.
(Seal)
Signature
ACKNOWLEDGMENT(by Corporetion,Partamtip,or Individual)
(Civil Code 11189)
Contra Costa County Standard Form 6/90
PAYMENT PROVISIONS
(Fee Basis Contracts) Number 26-046-18
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 as full
compensation for all services, work, expenses or costs provided or incurred by
Contractor:
[Check one alternative only. ]
[ ] a. $ monthly, or
[X] b. $ 38.00 per unit, as defined in the Service Plan, or
[ ] c. $ after completion of all obligations and conditions herein.
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 no later than 30 days from the end of the month
in which the contract services upon which such demand is based were 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. Penalty for Late Submission. When Contractor fails to submit to County a timely demand
for payment as specified in Paragraph 2. (Payment Demands) above, and as a result of
Contractor's late submission the County is unable to obtain reimbursement from the
State of California or otherwise; to the extent the County's recovery of funding is
prejudiced, County shall not pay Contractor for such services, even though such
services were fully provided.
4. 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.
5. 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 obligation, 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.
SERVICE PLAN
Number: 26-046-18
1. Service. Contractor shall provide for County certain professional audiological
services for County-referred patients (who are Medi-Cal recipients or County Prepaid Health
Plan members) , as required by the staff of County's Richmond Outpatient Clinic, Merrithew
Memorial Hospital in Martinez, and George Miller, Jr. Center East in Concord, at times and
places specified by County's Health Services Director or his designee (Assistant Health
Services Director - Medical Care) . Contractor's professional services under this Contract
shall consist of the following separate services:
a. Hearing Evaluations. Contractor shall provide a clinical evaluation
of hearing for eligible patients which shall include, but not be limited to, each of the
following:
(1) Diagnostic audiology test.
(2) Acoustic impedance audiometry test.
(3) Pure tone air and bone threshold test.
(4) Speech discrimination test.
b. Hearing Aid Evaluations and Fittings.. Contractor shall provide hearing aid
evaluations and proper fitting of hearing aids for eligible patients which shall include, but
not be limited to, the following:
(1) The forming and fitting of ear molds.
(2) Evaluation to determine the proper type of hearing aid and to ensure
a proper fit.
(3) Hearing aid adjustment and any follow-up evaluations necessary to
ensure a properly working and adjusted hearing aid.
C. Dispensing of Hearing Aids and Supplies. In conjunction with hearing aid
evaluations conducted by Contractor under this Contract, Contractor shall procure, provide,
and dispense hearing aids, ear molds, and batteries (and replacements) to patients as needed, ...
at no additional cost to County under this Contract.
2. Unit of Service. A unit of service, for payment purposes in accordance with
Paragraph l.b. of the Payment Provisions, shall be defined as the provision, by Contractor,
of the above, described services to one or more persons for one full hour (to be known as a
"service hour") ; portions of service hour spent by Contractor in providing services shall not
be reported, except as the cumulative totals equal one hour. Contractor's fee, as set forth
in Paragraph l.b. of the Payment Provisions shall constitute full compensation to Contractor
for all services, work, costs, and expenses, including supplies and materials, provided or
incurred by Contractor under this Contract.
3. County's Support Services. County shall provide and maintain for Contractor
certain office or clinic space, diagnostic equipment, and assistance as may be mutually
determined to be necessary to support Contractor's activities hereunder, but excluding the
use of County cars.
Initials:
Contractor County Dept
SPECIAL CONDITIONS
Number: 26-046-18
1. Modified Insurance Requirement. Paragraph 19. (Insurance) of the General
Conditions is hereby modified to read as follows:
1119. Insurance.
a. Automobile Insurance. During the entire term of this Contract and any
extension or modification thereof, Contractor shall keep in effect a policy or policies of
motor vehicle liability insurance naming the County and its officers and employees as
additional insureds, for any use Contractor makes of a private automobile in the performance
of this Contract, as required by State law and in amounts not less than:
(1) $100,000 for personal injury to, or death of one person;
(2) $300,000 for injury to, or death of, two or more persons,
per occurrence; and
(3) $ 50,000 for property damage.
Said policy or 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.
b. Professional Liability Insurance. During the entire term of this Contract
and any extension or modification thereof, Contractor shall provide and keep in effect a
policy or policies of professional liability insurance with a minimum coverage of $200,000
per claim and $600,000 annual aggregate for all damages or losses because of errors,
omissions, or malpractice arising from the provision of professional services under this
Contract.
c. Insurance Certificate. Not later than the effective date of this Contract,
Contractor shall provide County with a certificate(s) of insurance evidencing the above
liability insurance. 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 Provision. The policies shall include a provision for
thirty (30) days written notice to County before cancellation or material change of the
above-specified coverage."
2. Eligibility Requirements. Contractor's services under this Contract shall be
limited to County-referred patients who are Medi-Cal recipients or County Health Plan
members.
3. Professional Qualifications. Contractor hereby assures and certifies that she is
a professionally qualified audiologist.
Initials:
1 Contractor County Dept
SPECIAL CONDITIONS
Number: 26-046-18
4. Services Rendered to Members of Contra Costa Health Plan. Contractor shall be
subject to Attachment A, "Prepaid Health Plan Subcontract Requirements, " attached hereto and
incorporated herein, for services rendered to Contra Costa Health Plan enrollees.
5. Endorsements. Contractor shall not in its capacity as a contractor with Contra
Costa County publicly endorse or oppose the use of any particular brand name or commercial
product without the prior approval of the Board of Supervisors. In its County contractor
capacity, Contractor shall not publicly attribute qualities or lack of qualities to a
particular brand name or commercial product in the absence of a well-established and widely-
accepted scientific basis for such claims or without the prior approval of the Board of
Supervisors. In its County contractor capacity, Contractor shall not participate or appear
in any commercially-produced advertisements designed to promote a particular brand name or
commercial product, even if Contractor is not publicly endorsing a product, as long as the
Contractor's presence in the advertisement can reasonably be interpreted as an endorsement
of the product by or on behalf of Contra Costa County. Notwithstanding the foregoing,
Contractor may express its views on products to other contractors, the Board of Supervisors,
County officers, or others who may be authorized by the Board of Supervisors or by law to
receive such views.
Initials:
2 Contractor County Dept
ATTACHMENT A
CONTRA COSTA HEALTH PLAN SUBCONTRACT REQUIREMENTS
Number: 26-046-18
Pursuant to State Department of Health/County Contract #88-94695 (County #29-609-35) ,
effective January 1, 1989, (or the latest revision) Article X, Subcontracts; requirements of
the Waxman-Duffy Prepaid Health Plan Act, (1972) and Knox-Keene Health Care Service Plan Act
of 1975; Federal Regulations: 42 CFR 431.504; State Law: W&I Code, Section 14452; State
Regulations: Title 22, CAC, Section 53250, the following subcontract requirements are
incorporated into the contract referenced by number above:
1. Contractor shall be subject to and comply with all Federal, State, and local laws
and regulations and contractual obligations incumbent upon the County under County Contract
#29-609-35 and any subsequent amendment thereto.
2. A Contractor providing any basic health care service to Contra Costa Health Plan
members (Plan members) shall meet all of the requirements of Chapters 3 and 4, Subdivision
1, Division 3, Title 22, C.A.C. (commencing with Section 51001) which relate to the services
the Contractor provides. This specifically includes the requirements of Title 22, C.A.C.
Section 53250(e) , a copy of which is attached hereto and incorporated herein by reference as
Exhibit A.
3. Contracts shall be public records on file with the State Department of Health
Services. The names of the officers and owners of the Contractor, stockholders owning more
than ten percent of the stock issued by the Contractor, and major creditors holding more than
five percent of the debt of the Contractor are:
Owners/Officers:
Stockholders owning more than 10% of stock:
Creditors holding more than 5% of debt:
4. County and Contractor agree that Contractors compensation hereunder shall not be
based in any way on a percentage of the County's compensation from the State Department of
Health Services; this agreement does not preclude the establishment of Contractor's rate
based on capitation payments pursuant to Welfare and Institutions Code Section 14453.
5. Contractor agrees to submit reports or abstracts of treatment records in relation
to Plan members, as appropriate and required by County.
6. Contractor will allow inspection, examination, or copying of financial books and
records relating to Plan members or Plan services by the County, the State Department of
Health Services, the State Department of Corporations, the U.S. Department Health and Human
Services, or their duly authorized representatives. Such books and records shall be made
available.at all reasonable times at the Contractor's place of business; in a form maintained
in accordance with general standards, for a term of at least five years from the close of
State's fiscal year in which this Contract is in effect.
Initials:
Contractor County Dept.
-1-
ATTACHMENT A
CONTRA COSTA HEALTH PLAN SUBCONTRACT REQUIREMENTS
7. Contractor shall not make assignment and/or delegation of this Contract unless
it has obtained prior written approval of, the other party, the County, and State Department
of Health Services.
8. Contractor will hold harmless both the State and Plan members in the event the
County cannot or will not pay for services performed for Plan members pursuant to this
Contract.
9. Contractor will notify the Department of Health Services and Commissioner of
Corporations in the event this Contract is amended or terminated. Notice is considered given
when deposited in the U.S. Registered Mail, first class postage prepaid, addressed as
follows:
Organized Health Services HMO Unit Department of Corporations
Department of Health Services 600 South Commonwealth
714 P Street Los Angeles, California 90005
Sacramento, California 95814
10. Nondiscrimination Requirements.
a. Nondiscrimination Clause (OCP-1).
(1) During the performance of this Contract, Contractor and its
subcontractors shall not unlawfully discriminate against any employee or applicant for
employment because of race, religion, color, national origin, ancestry, physical handicap,
medical condition, marital status, age (over 40) or sex. Contractor and subcontractors shall
insure that the evaluation and treatment of their employees and applicants for employment are
free from such discrimination. Contractors and subcontractors shall comply with the
provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.)
and the applicable regulations promulgated thereunder (California Code of Regulations, Title
2, Section 7285.0 et seq. ) . The applicable regulations of the Fair Employment and Housing
Commission implementing Government Code, Section 12990, set forth in Chapter 5 of Division
4 of Title 2 of the California Code of Regulations are incorporated into this Contract by
reference and made a part hereof as if set forth in full. Contractor and its subcontractors
shall give written notice of their obligations under this clause to labor organizations with
which they have a collective bargaining or other agreement.
(2) This Contractor shall include the nondiscrimination and compliance
provisions of this clause in all subcontracts to perform work under this Contract.
b. Nondiscriminatory Services. The Contractor will not discriminate against
Contra Costa Health Plan members or eligible beneficiaries because of race, color, creed,
religion, ancestry, marital status, sexual orientation, national origin, age, sex, or
physical or mental handicap in accordance with Title VI of the Civil Rights Act of 1964, 42
USC Section 2000d rules and regulations promulgated pursuant thereto, or as otherwise
provided by law or regulation.
Initials:
Contractor County Dept.
-2-
ATTACHMENT A
CONTRA COSTA HEALTH PLAN SUBCONTRACT REQUIREMENTS
C. Discrimination Complaints. The Contractor agrees that copies of all
grievances alleging discrimination against Contra Costa Health Plan members or eligible
beneficiaries because of race, color, creed, sex, religion, age, national origin, ancestry,
marital status, sexual orientation, or physical or mental handicap shall be forwarded to the
Health Services Director for review and appropriate action.
11. Confidentiality. Contractor agrees 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 records concerning any individual made or kept by Contractor 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 any list of persons receiving services,
except as may be required in the administration of such service.
Initials:
Contractor County Dept.
-3-
Cddtra Costa County Standard Form 1/87
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, including nondiscrimination.
2. Inspection. Contractor's performance, place of business and records pertaining to this Contract
are subject to monitoring, inspection, review and audit by authorized representatives of the County, the
State of California, and the United States Government.
3. Records. Contractor 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 slrch additional records pertaining to this Contract as may be
required by the County.
a. Retention of Records. The Contractor shall retain all documents pertaining to this Contract
for five years from the date of submission of Contractor's final payment demand or final Cost Report;
for any further period that is required by law; and until all Federal/State audits are complete and
exceptions resolved for this contract's funding period. Upon request, Contractor shall make these records
available to authorized representatives of the County, the State of California, and the United States
Government.
b. Access to Books and Records of Contractor. Subcontractor. Pursuant to Section 1861(v)(1)
of the Social Security Act, and any regulations promulgated thereunder, Contractor 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 subcontract 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 subcontract, the subcontractor shall make available, to the County, 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 thereunder.
This special condition is in addition to any and all other terms regarding the maintenance or retention
of records under this Contract and is binding on the heirs, successors, assigns and representatives of
Contractor.
4. Reporting Requirements. Pursuant to Government Code Section 7550, Contractor shall include
in all documents 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
Cocitra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
S. 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 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 other non-County funding for this Contract ceases, this Contract is terminated without notice.
6. Entire Azreement. This Contract contains all the terms and conditions agreed upon by the parties.
Except as expressly provided herein, no other understanding, oral or otherwise, regarding the subject
matter of this Contract shall be deemed to exist or to bind any of the parties hereto.
7. Further Specifications for Operating-Procedures. Detailed specifications of operating procedures
and budgets required by this Contract, including but not limited to, monitoring, evaluating, auditing,
billing, or regulatory changes, may be 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
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
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 concerning 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 (i€any) required by the State or Federal Government.
2
Contra Costa County Standard Form 1/87
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 Reeulations and Laws. Should Federal or State regulations
or laws touching upon the subject of this Contract be adopted or revised during the term hereof, this
Contract shall be deemed amended to assure conformance with such Federal or State requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General Conditions, inspections
or approvals, or statements by any officer, agent or employee of 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
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 construed to create the relationship between the parties of agent,
servant, employee, partnership, joint venture or association.
15. Conflicts of Interest. Contractor, its officers, partners, associates, agents, and employees, shall
not make, participate 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 under California Government Code Sections 87100, et seq., or
otherwise.
16. Confidentiality. Contractor agrees to comply and to require its officers, partners, associates,
agents and employees to comply with all applicable State or Federal statutes or regulations respecting
confidentiality, including but not limited to, the identity of persons served under this Contract, their
records, or services provided them, and assures that:
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
Contra Costa County Standard Form 1/87
GENERAL CONDITIONS .
(Purchase of Services)
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, indemnify,save, and hold harmless the County and
its officers and employees from any and all claims, costs and liability for any damages, sickness, death,
or injury to person(s) or property, including without limitation all consequential damages, from any cause
whatsoever arising directly or indirectly from or connected with the operations or services of the
Contractor or its agents, servants, employees or subcontractors hereunder, save and except claims or
litigation arising through the sole negligence or sole willful misconduct of the County or its officers or
employees. Contractor will reimburse the County for any expenditures, including reasonable attorneys'
fees, the County may make by reason of the matters that are the subject of this indemnification, and if
requested by the County will defend any claims or litigation to which this indemnification provision
applies at the sole cost and expense of the Contractor.
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 the Special Conditions:
a. Liability Insurance. The Contractor shall provide comprehensive liability insurance,
including coverage for owned and non-owned automobiles, with a minimum combined single limit
coverage of$ 00,000 for all damages, including consequential damages, due to bodily injury, sickness or
disease, or death to any person or damage to or destruction of property, including the loss of use thereof,
arising from each occurrence. Such insurance 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 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.
b. Workers' Compensation. The Contractor shall provide workers' compensation insurance
coverage for its employees.
C. Certificate of Insurance. The Contractor shall provide the County with (a) certificate(s)
of insurance evidencing liability and worker's compensation insurance as required herein no later than
the effective date of this Contract. If 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.
4
r
Contra Costa County Standard Form 1/87
GENERAL CONDITIONS -
(Purchase of Services)
d. Additional Insurance Provisions. The insurance policies provided by the Contractor shall
include a provision for thirty (30) days written notice to County before cancellation or material changes
of the above specified coverage.
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 shall be the date
of deposit in the mails or of other delivery, except that 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 contract following expiration of 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 improvements, but does not vest ownership of the land or improvements
in the same person, or if this Contract results in the placement of taxable improvements on tax exempt
land (Revenue & Taxation Code Section 107), such interest or improvements may represent a possessory
interest subject to property tax, and Contractor may be subject to the payment of property taxes levied
on such interest. Contractor agrees that this provision complies with the notice requirements of Revenue
& Taxation Code Section 107.6, 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 under this
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. Copyrights and Rights in Data. Contractor shall not publish or transfer any materials produced
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 reproduce, publish, and use such
materials, in whole or in part, and to authorize others to do so.
5