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HomeMy WebLinkAboutMINUTES - 08142007 - C.16 sE.L _ TO: Board of Supervisors •-f Contra FROM: Fire Chief Keith Richter, e): Costa Contra Costa County Fire Protection District DATE: August 14, 2007 STa'coiiK` County SUBJECT: Long Form Service Contract with Managed Health Network C - 16 SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION RECOMMENDATION: APPROVE and AUTHORIZE the Fire Chief or designee, Contra Costa County Fire Protection District, to execute a Long Form Service Contract with Managed Health Network (MHN) for the period July 1, 2007 to June 30, 2008 for the continued provision of an Employee Assistance Program (EAP) to the employees of the Contra Costa County Fire Protection District. FINANCIAL IMPACT: The total annual cost of providing the EAP is $25,482.60. The contract amount is included in the District's FY 2007-08 budget. BACKGROUND/REASONS FOR RECOMMENDATION: The Contra Costa County Fire Protection District has provided an EAP for its employees and their dependents since 1988. The EAP services include a maximum of seven (7) individual private or group counseling sessions per employee (includes dependents) per contract year and "critical incident" debriefing sessions for emergency response personnel following emotionally traumatic incidents encountered on the job. There is 24-hour toll-free access to the program and it offers confidential and professional counseling sessions on a variety of human problems. This contract is over$25,000.00, contains a mutual indemnification provision and is with a corporation. Accordingly, it needs to be approved by the Board of Supervisors. CONTINUED ON ATTACHMENT: _YES SIGNATURE: , ------------------------------------------------------------------------------------------------------ -- -I& -Ll iRECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE �, APPROVE OTHER r SIGNATURE(S): ACTION OF BO ON Z K.9J%eFrAPPROVE AS RECOMMENDED OTHER VOTE UPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF AN ACTION TAKEN UNANIMOUS(ABSENT AND ENTERED ON THE MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE AYES: NOES: SHOWN. ABSENT: ABSTAIN: ATTESTED JOHN CULLEN,CLTXK OF THE BOARD OF SUPERVISORS AND COUNTY ADMINISTRATOR CONTACT: Mike George 941-3311 c: CCC Fire Protection District County Administrator/Rich Seithel Auditor-Controller County Counsel BY �� DEPUTY U:\SRMGRS\KR\BOARDORDER-MHNCONTRACTRENEWAL708.DOC Contra Costa County STANDARD CONTRACT Number 'Standard Form L-1 (Purchase of Services -Long Foran) Fund/Ore-2-0-1. Revised 2002 Account# 2310 Other# 1. Contract Identification. Department: Contra Costa County Fire Protection District Subject: Employee Assistance Program 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: Managedr-Health Network Capacity: Corporation Address: 503 Canal Boulevard Point Richmond, .CA 94804 3. Term. The effective date of this Contract is July 1, 2007 : It terminates on June 30, 2008 unless sooner terminated as provided herein. 4. Payment'Limit. County's total payments to Contractor under this Contract shall not exceed $ 25,482.60 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 cant'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: L-1 (Page 1 of 2) Contra Costa County STANDARD CONTRACT Number Standard Form.L-1 (Purchase of Services -Long Form) Revised 2002 9. Legal Authority. This Contract is entered into under and subject to the following legal authorities: California Health and Safety �Code Section 13861 10. Signatures. These signatures attest the parties' agreement hereto: COUNTY OF CONTRA COSTA, CALIFORNIA BOARD OF SUP VI RS ATTEST: Clerk of the Board of Supervisors By BY airman/D a Depdy CONTRACTOR Name of business entity Name of business entity By By (Signature of individual or officer) (Signature of individual or officer) (Print name and title A, if applicable) (Print name and title B, if applicable) 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(Civi) Code Section 1190 and Corporations Code Section 313). All signatures must be acknowledged as set forth on form L-2. L-1 (Page 2 of 2) Contra Costa County APPROVALS/ACKNOWLEDGMENT Number Standard Form L-2 (Purchase of Services -Long Form) Revised 2002 1 APPROVALS RECOMMENDED BY DEPARTMENT FORM APPROVED COUNTY COUNSEL By: By: � Designee Deputy APPROVED: COUNTY ADMINISTRATOR By: Designee i 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 Corporation,Partnership,or Individual) (Civil Code§1189) 1L-2 ( Page 1 of 1) Contra Costa County PAYMENT PROVISIONS Number Standard Form P-1 (Fee Basis Contracts—Long and Short Form) Revised 2002 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.] pq a. $2,123.55 monthly, or [ ] b. $ per unit, as defined in the Service Plan, or [ ] c. $ .after completion of all obligations and conditions herein. [ ] d. 2. Right to Withhold. County has the right to withhold payment to Contractor when, in the reasonable opinion of County expressed in writing to Contractor, (a) Contractor's performance, in whole or in part, either has not been carried out or is insufficiently documented, (b) 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. 3. 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 resulting from its performance of this Contract. Within 30 days of demand, Contractor shall pay County the full amount of County's obligation, if any, to the state and/or federal government resulting from any audit exceptions, to the extent such are attributable to Contractor's failure to perform properly any of its obligations under this Contract. U:\SRMGRS\MHG\ShortForrnP-1-607.doc Initials: Form P-1 (Page 1 of 1) Contractor County Dept. Service Plan MHN will provide Employee Assistance Program (EAP)services including, but not limited to,the following: EAP Benefit Highlights Face to face Clinical Counseling 7 sessions per family unit,per benefit period Childcare and eldercare assistance Needs assessment plus referrals to prescreened childcare and eldercare providers Financial services Budgeting,credit and financial guidance,retirement planning and assistance with tax issues and organizing life's paperwork. Legal services Telephonic or face-to-face consultations for issues relating to civil,consumer;personal and family law, financial matters,business law,real estate,estate planning and more(excluding disputes or actions between you and your employer or MHN Identity theft recovery services Information on ID theft prevention,plus an ID theft emergency response kit and help from a fraud resolutionspecialist if you are victimized Daily living services Referrals to consultants and businesses that can help with everyday errands,travel,event planning and more(does not cover the cost nor guarantee delivery. of services Management Consultation Services Down-sizing issues For HR,Manager,and Supervisors Violence in the workplace Workplace conflict Attendance problems Consultations Job Performance Referrals Critical Incidence Stress Debriefings(20 hrs per incident Workshop Seminars Many topics available 4 Hours included per contract year Employee Orientations& Supervisor Orientations Presentations on EAP services available and how to access them. As requested in person or telephonic orientation seminars for employees. As requested in person or telephonic orientation seminars for managers and supervisors. MHN Online Member Services Online clinical referrals Work/Life information Multi-media,self-help stress program Online will making program www.members.mhn.com access code: cccf d Toll Free Access Number Available 24/7 800.227.1060 Service Plan . MHN Management Services Orientation Seminars MHN shall conduct orientation and training seminars for District's managers,supervisors and Covered Persons relating to the scope and nature of the EAP•services. The training programs may also be to assist such personnel in identifying and ashil-dealing with employees whose job performance suffers from personal,health or substance abuse related problems and who are not responsive to normal on-site supervisory counseling procedures. Management Consultation and Job.Performance Referrals(JPRs)and related Follow-up MHN shall respond to management/job performance referrals.For management/JPRs, MHN shall provide follow up,as determined by MHN to be necessary,to monitor referred Covered Persons adherence to the agreed course of treatment. Progress reports to managers and supervisors on referred employees will be limited to reporting whether or not the member has sought EAP assistance and is cooperating with the treatment program. "Brown Bag"Seminar Hours MHN will present up to 4 hours of"Brown Bag"seminars during the benefit period.These hours can be applied toward any training or workshop topic in MHN's Training Catalog. On-Site Critical Incident Stress Debriefings(CISDs) MHN will response to CISDs relating to a distressing and traumatic event occurring in the District's workplace on an unlimited basis, except in the case of catastrophic events. A"catastrophic event"is defined as an incident requiring more than 20 hours of counseling. In such an event and with the Fire Chief or designee's approval,beginning with the 2151 hour,MHN shall bill District at the rate of$250.00 per hour,or the rate in effect at the time of service in MHN's Training and Consulting Schedule,as well as for any actual,reasonable and necessary travel expenses,and practioner professional fees for travel time incurred by MHN. Service Plan MHN Employee Services Clinical Services Members can access their EAP services 24/7 to obtain referrals for counseling sessions. Most problems, such as phase of life,marital/family,and work-related issues respond well to short-term counseling. MHN has 45,000 network providers available for face-to-face counseling. This gives employees excellent access to providers to address minor stressors before they progress and have a significant impact on productivity and disability.Contra Costa Fire Protection District members have 7 sessions per family unit per benefit period. Work& Life Services MHN's Work&Life Services are a unique component of our EAP.Designed to compliment our clinical services,telephonic consultation services are provided by an MHN staff member with expertise in financial, dependant care or other work and family issues. Members needing legal assistance can also speak with an MHN network attorney by phone.All of the following.Work&Life Services are available to Contra Costa Fire Protection District members: • Childcare Assistance — This plan covers the telephonic consultation and referrals to childcare resources, including childcare centers and special needs providers. Members can also obtain a list of up to two(2) appropriate unconfirmed providers in a two-zip code area within twelve business hours. • Eldercare Assistance—This plan offers a telephonic consultation to assess healthcare needs, financial and legal concerns, living arrangements,etc.,plus referrals to eldercare providers and residential facilities. Members can also obtain a list of up to two(2)appropriate unconfirmed providers in a two-zip code area within twelve business hours. • Financial Services—This plan covers the telephone services of financial counselors who offer telephone educational and consultative assistance to help Members with an array of financial concerns. This service includes one thirty(30)minute telephonic consultation per separate matter, and a 25%discount on rates for follow-up consultations.Topics include credit counseling,debt and budgeting assistance,tax planning,financial planning for college and retirement planning and specialized tax assistance. Please note that this is not a tax representation and/or preparation service and investment advice,loans and bill payments are not included. • Legal Services—This plan offers either an in-person office visit or the telephone service of a network attorney to provide the Member a one half-hour consultation session. This includes one 30-minute telephonic consultation with a network attorney or mediator per separate legal matter, and a 25%discount on rates for follow-up consultations.Telephonic or face-to-face consultations for issues relating to civil,consumer,personal and family law, financial matters, business law,real estate,estate planning and more.This plan excludes certain specialized legal areas including labor and employment law or disputes or actions between you and your employer or MHN. • Identity Theft Recovery Services—This service includes a telephonic consultation with a fraud resolution specialist who will help the Member to determine if the Member was a victim of identity theft and recommend options on how to place fraud alerts, freeze credit, file police reports,and conduct other activities necessary to resolve fraud. This service also includes an identity theft emergency response kit. General information on identity theft prevention is also available. • Daily Living Services—This service provides a telephonic consultation and referrals to consultants and businesses that can help with everyday needs, including pet care, landscaping, auto repair,home maintenance,travel, alternative medicine,nutrition and fitness,household services. Please note that this service only provides general information regarding referrals and does not cover the cost of services purchased nor does MHN guarantee the delivery and/or quality of any service. MHN reserves the right to decline specific requests at MHN's sole discretion. MHN Online Member Services Our Online Member Services help employees manage a wide variety of emotional health,work and life challenges,all in one convenient website. Employees can-search for an EAP provider and receive a referral to an EAP counselor; access our clinically validated"Triumph Over Stress"self-care program;and access articles, information, and assistance for many work/life topics.These services can be accessed 24 hours a day,seven.days a week. Members can also access an online will making program.(Visit members.mhn.com and use the following Access Code: cccfpd to register) Contra Costa County Number: Standard Form L- 4 SPECIAL CONDITIONS Revised 2002 (Purchase of Services—Long Form) The following Special Conditions apply to the Contract between Managed Health Network (Contractor) and the Contra Costa County Fire Protection District. 1. Audit Exceptions. Paragraph 5 (Audit Exceptions)of the Payment Provisions is replaced with the following: "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 the Contract. Contractor also agrees to pay to the Fire District within days of demand by the Fire District the full amount of the Fire District's Obligation, if any, to the extent such are attributable to the Contractor's failure to perform properly any of its obligations under this Contract." 2. Reporting_Requirement s. Paragraph 4 (Reporting Requirements) of the General Conditions is replaced with the following: "If Government Code 7550.applies, Contractor shall include in all documents or written reports completed and submitted to the Fire District 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." 3. Choice of Law and Personal Jurisdiction. Paragraph 10 (Choice of Law and Personal Jurisdiction) of the General Conditions is replaced with the following: "Any action relating to this Contract shall be instituted and prosecuted in a mutually agreed upon location. If parties cannot reach agreement upon such location, any action relating to this Contract will be.instituted and prosecuted in the courts of Contra Costa County, State of California." 4. Subcontract and Assignment.. Paragraph 13 (Subcontract and Assignment) of the General Conditions is replaced with the following: "Notwithstanding the foregoing, Contractor shall have the right to sell, transfer, convey or assign this Contract to any successor, subsidiary, transfer, parent or affiliate of Contractor and such assignee shall acquire all of the rights, duties and obligations of Contractor as set forth herein. Upon assignment by Contractor to a successor, Fire District may, at Fire District's option, terminate the Contract with ten (10) days' notice." 5. Indemnification. Paragraph 18 (Indemnification)of the General Conditions is replaced with the following: "Fire District agrees to indemnify and hold harmless the Contractor for the Fire District's share of any and all claims, costs and liability for any damage, injury or death of or to any person or the property of any person, including attorneys fees, arising out of the willful misconduct or the negligent acts, errors or omissions of the Fire District in performance of the Contract. Initials: Contractor County Dept. L-4 (Page 1 of 2) Contra Costa County Number: Standard Form L- 4 SPECIAL CONDITIONS Revised 2002 (Purchase of Services—Long Form) Contractor agrees to indemnify and hold harmless the County and the Fire District for the Contractor's share of any and all claims,costs and liability for any damage, injury or death of or to any person or the property of any person, including attorneys fees, arising out of the willful misconduct or the negligent acts, errors or omissions of the Contractor, its officers or employees." 6. Insurance. Paragraph 19(Insurance)of the General Conditions is modified as follows: Liability Insurance. (Section a). "For all contracts where the total payment limit of the contract is $500,000 or less, Contractor shall provide comprehensive general liability insurance and also separate coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $500,000 for all damages, including consequential damages, due to bodily injury, sickness or disease, or death to any person or damage to or destruction of property arising from each occurrence. Such insurance shall be endorsed to include County and Fire District and its officers and employees as additional insureds as to all services performed by Contractor under this agreement. The County and Fire District shall not be required to contribute to any loss-covered under Contractor's insurance policy or policies". Additional Insurance Provisions. (Section d) "The insurance policies provided-by Contractor shall include a provision that Contractor will endeavor to provide thirty (30) days written notice to the County before cancellation or material change of the above specified coverage. If Contractor cannot provide 30 days' advance written notice to County of cancellation or material change of its insurance coverage because Contractor was not provided with 30 days' notice, then Contractor will endeavor to provide County with such notice as soon as is reasonably practical." 7. Required Audit. Paragraph 27 (Required Audit). Paragraph 27 of the General Conditions is hereby deleted. 8. County of Contra Costa References. This contract is being entered into by and between the Contra Costa County Fire Protection District and Managed Health Network (MHN), a California Corporation. All references to the County of Contra Costa (County) are deleted and replaced with the Contra Costa County Fire Protection District. Initials: Contractor County Dept. L-4 (Page 2 of 2) Contra Costa County GENERAL CONDITIONS Standard Form L-5 (Purchase of Services - Long Form) Revised 2002 1. Compliance with Law. Contractor shall be subject to and comply with all applicable federal,state and local laws and regulations with respect to its performance underthis 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 such additional records pertaining to this Contract as may be required.by the County. a. Retention of Records. 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 County, the Secretary of Health and Human Services, or the Comptroller General, or any of their duly authorized representatives,this Contract and books,documents,and records of Contractor necessary to certify the nature and extent of all costs and charges hereunder. Further, if Contractor carries out any of the duties of this Contract through a subcontract with a value or cost of $10,000 ormore.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, the Secretary, the Comptroller General, or any of their duly authorized representatives,the subcontract and books,documents,and records of the subcontractor necessary to verify the nature and extent of all costs and charges thereunder. This 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. 5. Termination and Cancellation. . a. Written Notice. This Contract may be terminated by either party, in its sole discretion, upon thirty-day advance written notice thereof to the other, and may be cancelled immediately by written mutual consent. b. Failure to Perform. County, upon written notice to Contractor, may immediately terminate this Contract should Contractor fail to perform properly any of its obligations hereunder. In the event of such termination, L-5 (Page l of 5) Contra Costa County GENERAL CONDITIONS Standard Form L-5 (Purchase of Services- Long Form) Revised 2002 County may proceed with the work in any reasonable manner it chooses. The cost to County of completing Contractor's performance shall be deducted.from any sum due Contractor under this Contract,without prejudice to County's rights to recover 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 terminatedwithout notice. 6. Entire Agreement. This Contract contains all the terns 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 Contractor and County. 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. Informal Agreements may not enlarge in any manner the scope of this Contract, including any sums of money to be paid 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 its designee. .8. Modifications and Amendments. a. General Amendments. This Contract may be modified or amended by a written document executed by Contractor and the Contra Costa County Board of Supervisors or, after Board approval, by its designee,subject to any required state or federal approval. b. Administrative Amendments. Subject to the Payment Limit,the Payment Provisions and the Service Plan may be amended by a written administrative amendment executed by Contractor and the County Administrator (or.designee),subject to any required state or federal approval,provided that such administrative amendment may not materially change the Payment Provisions or the Service Plan. 9. Disputes. Disagreements between County and Contractor concerning the meaning,requirements,orperformance of this Contract shall be subject to final written determination by the head of the county department for which this Contract is made, or his designee, or in accordance with the applicable procedures (if any) required by the state or federal government. 10. Choice of Law and Personal Jurisdiction. a. This Contract is made in Contra Costa County and 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 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. Initials: L-5 (Page 2 of 5) Contractor County Dept. Contra Costa County GENERAL CONDITIONS 'Standard Form L-5 (Purchase of Services - Long Form) Revised 2002 12. No Waiver by County. Subject to Paragraph 9.(Disputes)of these General Conditions,inspections or approvals, or statements by any officer, agent or employee of County indicating Contractor's performance or any part thereof complies with the requirements of this Contract, or acceptance of the whole or any part of said performance, or payments therefor,or any combination of these acts,shall not relieve 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. Prior written consent of the County Administrator or his designee, subject to any required state or federal approval,is required before the Contractor may enter into subcontracts for any work contemplated under this Contract,or before the Contractor may assign this Contract or monies due or to become due, by operation of law or otherwise. 14. Independent Contractor Status. 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 they know or have reason to know they have 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. 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, ethnic background, disability, or sexual orientation, and that none shall be used, in whole or in part, for religious worship or instruction. 18. Indemnification. Contractor shall defend, indemnify, save, and hold harmless 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 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 County or its officers or employees. Contractor will reimburse County for any expenditures, including reasonable attorneys' fees, County may make by reason of the matters that are the subject of this indemnification, and, Initials: L-5 (Page 3 of 5) Contractor County Dept. Contra Costa County GENERAL CONDITIONS Standard Form L-5 (Purchase of Services -Long Form) Revised 2002 if requested by County,will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of Contractor. 19. Insurance. During the entire term of this Contract and any extension or modification thereof, Contractor shall keep in effect insurance policies meeting the following insurance requirements unless otherwise expressed in the Special Conditions: a. Liability Insurance. For all contracts where the total payment limit of the contract is $500,000 or less, 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 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 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 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 Contractor's insurance policy or policies. For all contracts where the total payment limit is above$500,000,the aforementioned insurance coverage to be provided by Contractor shall have a minimum combined single limit coverage of$1,000,000,and Contractor shall be required to provide County with a copy of the endorsement making the County an additional insured on all general liability, worker's compensation, and, if applicable, all professional liability insurance policies as required herein no later than the effective date of this Contract. b. Workers' Compensation. .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. d. Additional Insurance Provisions. The insurance policies provided by Contractor shall include a provision for thirty (30) days written notice to County before cancellation or material change 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 County shall be addressed to the head of the county department for which this Contract is made. Notices to 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 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 ie 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 purchasing all or any such services from Contractor. Initials: L-5 (Page 4 of 5) Contractor County Dept. Contra Costa County GENERAL CONDITIONS 'Standard Form L-5 (Purchase of Services-Long Form) Revised 2002 23. Possessory Interest. If this Contract results in Contractor having possession of,claim or right to the possession if 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 oftaxable 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 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, County reserves the right to copyright,and Contractor agrees not to copyright, such material. If the material is copyrighted, 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. 26. 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 ofthe product by or on behalf ofContra 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. 27. Required Audit. (A) If Contractor is funded by $300,000 or more in federal grant funds in any fiscal year from any source, Contractor shall provide to County at Contractor's expense an audit conforming to the requirements set forth in the most current version of Office of Management and Budget Circular A-133.'(B)If Contractor is funded by less than $300,000 in federal grant funds in any fiscal year from any source, but such grant imposes specific audit requirements; Contractor shall provide to County an audit conforming to those requirements. (C) If Contractor is funded by less than $300,000 in federal grant funds in any fiscal year from any source, Contractor is exempt from federal audit requirements for that year, however, Contractor's records must be available for and an audit may be required by, appropriate officials of the federal awarding agency, the General Accounting Office (GAO), the pass- through entity and/or the County. If any such audit is required,Contractor shall provide County with such audit. With respect to the audits specified in(A), (B)and(C)above, Contractor is solely responsible for arranging for the conduct of the audit,and for its cost. County may withhold the estimated cost of the audit or 10 percent of the contract amount, whichever is larger, or the final payment, from Contractor until County receives the audit from Contractor. 28. Authorization. Contractor, or the representative(s) signing this Contract on behalf of Contractor,represents and warrants that it has full power and authority to enter into this Contract and perform the obligations herein. Initials: L-5 (Page 5 of 5) Contractor County Dept.