HomeMy WebLinkAboutMINUTES - 01051993 - 1.65 1 . 65
TO: BOARD OF SUPERVISORS
FROM: Mark Finucane, Health Services Director Contra
By: Elizabeth A. Spooner, Contracts AdministratoCOS+a
DATE: December 18, 1992 County
SUBJECT:Approval of Hospital Agreement #24-660 with First Hospital
Corporation (dba First Hospital Vallejo)
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION:
Approve and authorize the Chair, Board of Supervisors, to execute on
behalf of the County, Hospital Agreement #24-660, with First Hospital
Corporation (dba First Hospital Vallejo) , for the period January 1,
1993 through June 30, 1993 in the amount of $25, 000 for psychiatric
hospitalization of children and adolescents. This document contains
provision for a six-month automatic extension through December 31,
1993 in the amount of $25, 000.
II. FINANCIAL IMPACT:
The funding for this Contract has been included in the Department's
Fiscal Year 1992-93 Budget (Org. #5952) . Utilization will vary,
depending upon the availability of hospital beds, the unique
treatment needs of each minor, and the availability of alternative
sources of health care coverage (e.g. , Medicare or private insur-
ance) . This Contractor will be used only as a last resort when no
other financial resources are available.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
Under the Statutes of 1987 (Assembly Bill 1362, Bronzan) , Welfare and
Institutions Code Section 5751.7 establishes a prohibition against
minors being admitted for psychiatric treatment into the same
treatment ward as certain adults which might present-a threat to the
physical safety of minors, except when a waiver has been granted by
the State under special circumstances.
Approval of this Contract will provide purchase of fixed price beds
for acute inpatient psychiatric hospital services for mentally-ill
children and adolescents so that minors need not be hospitalized on
the adult psychiatric units at Merrithew Memorial Hospital. In
addition, this Contract will help fill the need created by the
closing of Oakgrove Hospital and the elimination of the adolescent
unit of East Bay Hospital.
CONTINUED ON ATTACHMENT: YES SIGNATURE: ,
09 ISM—
RECOMMENDATION OF COUNTY ADMINISTRATORRECOMMEN A ON OF BOARD MMITTEE
APPROVE OTHER
SIGNATURE(S)
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: ABSTAIN:. AND ENTERED ON THE MINUTES OF THE BOARD
Contact: Patricia Roach (313-6411) OF SUPERVISORS ON THE DATE SHOWN.
CC: Health Services (Contracts) ATTESTED ,,- S �
Risk Management Phil IiWihelor,Cleri Of the Board of
Auditor-Controller Supervisors and County Administrator
Contractor n /n p
M382/7-63 BY Y- (Y.
DEPUTY
Cont"a Costa County 1 . .6 5 Number 24-660
HOSPITAL AGREEMENT Fund/Org # 5952
(Psychiatric Facilities) Account # 2320
1. Contract Identification. Other #
Department: Health Services - Mental Health Division
Subject: Purchase of Fixed Price Beds for Acute Inpatient Psychiatric Hospital
Services for Mentally-Ill Children and Adolescents
2. Parties. The County of Contra Costa, California (County) , for its Department named
above, and the following named Contractor (Hospital) mutually agree and promise as
follows:
Contractor: FIRST HOSPITAL CORPORATION dba First Hospital Vallejo (hereinafter referred
to as "Hospital"
Capacity: Private-for-Profit Virginia corporation Taxpayer ID #68-0014618
Address: 240 Corporate Boulevard, Northfolk, Virginia 23502
Mailing Address: 525 Oregon Street, Vallejo, California 94596
3. Payment Limit. County's total payments to Contractor under this Contract shall not
exceed $25.000.
4. Term. The effective date of this Contract is January 1. 1993 and it terminates
June 30. 1993 unless sooner terminated as provided herein.
5. County's Obligations. County shall make to the Hospital 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. Hospital's Obligations. Hospital 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. 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 Agreement implements in whole or in part the following described Project,
the application and approval documents of which are incorporated herein by reference:
Policy and Procedure Statement for Prohibiting the Inpatient Psychiatric Treatment of
Minors on the Same Treatment Wards as Adults, approved by the County Board of
Supervisors on February 14, 1989, a copy of which is on file in the administrative
office of County's Mental Health Division.
9. Legal Authority. This Contract is entered into under and subject to the following legal
authorities: Welfare and Institutions Code Section 5751.7; and California Government
Code Sections 26227 and 31000.
10. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA. CALIFORNIA
ATTEST: Phil Batchelor, Clerk of the Board
BOARD 9F SUPERVISORS of Supervisors and County Administrator
By By 0 (�� ✓y� �
Chairman/Designee D puty
HOSPITAL aJ`�
By _ _ _ By
(Designate business capacity A) (1&e sigfiate business capac t�
Note to Contractor: For corporations (profit or nonprofit), the contract oust be signed by two officers. Signature A must be
that of the president or vice-president and Signature B sant be that of the secretary or assistant secretary (Civil Code Section
1190 and Corporations Code Section 313). All signatures mast be acknowledged as set forth on page two.
Contra Costa County Standard Form 1/87
APPROVALS/ACKNOWLEDGEMENT
Number 24-660
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
By By C �
Designee
APPROVED: COUNTY ADMINISTRATOR
By
ACKNOWLEDGEMENT
State of California ACKNOWLEDGEMENT (By Corporation,
Partnership, or Individual)
County of SO\Cs.N C
The person(s) signing above for Contractor, 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 representative(s) 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 bylaws or a
resolution of its board of directors.
Dated: ��� 'LCQ.��YL xz�--�
[Notarial Seal] \ `
07ALSM Notary Public/
AlS-' V.GUENTHER
NC':=.,"UC-CALFOM
SOUNO COIN(fY
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Contra Costa County Standard Form 6/90
PAYMENT PROVISIONS
(Fee Basis Contracts)
Number 24-660
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
[ ] b. $ per unit, as defined in the Service Plan, or
[ ] c. $ after completion of all obligations and conditions herein.
[X] d. As set forth in the attached Service Plan which is incorporated herein by
reference, subject to the Payment Limit set forth in Paragraph 3. (Payment
Limit) of the Agreement.
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:/,�.,- Vvv�
ontractor ounty Dept.
SERVICE PLAN
Number 24-660
1. Purpose. This Agreement allows County to provide acute inpatient psychiatric services,
outside County-operated psychiatric facilities, for certain mentally-ill children and
adolescents, subject to the terms and conditions set forth herein.
2. Hospital's Obligations.
a. Provision of Services. At the request of County's Mental Health Director, or
his/her designee(s) , and subject to bed availability, and to patients' clinical
appropriateness as determined by First Hospital Vallejo's Medical Director or his
designee(s) , Hospital shall provide inpatient psychiatric hospital services for certain
County-authorized children (age 5 through 12) and adolescents (age 13 through 17) , excluding
minors admitted to Hospital beds under Medi-Cal, Medicare, or other public or private
insurance. Said hospital services shall include, but are not limited to, the following:
room, bed, meals, structured 24-hour treatment program, professional fees charged by the
attending psychiatrist, 24-hour registered nurse coverage, general staffing by a multi-
disciplinary team of licensed professionals, and such other ancillary services as are
included in the daily fixed-price bed rate set forth in Paragraph 3. below.
b. Provision of Fixed-Price Beds. Hospital will make available to County beds for
County-authorized children and adolescents (also called "patients") , excluding beds which are
available to patients when the minor is eligible for Medi-Cal, Medicare, or other insurance
coverage. Provision of fixed-price beds will be based upon bed availability and clinical
appropriateness of patients.
c. Special. Non-Routine Services. Hospital shall also provide special, non-routine
diagnostic and physician consultation and medical treatment services and procedures within
its facility which are needed and are incidental to the inpatient psychiatric care provided
hereunder, but only after Hospital has obtained prior oral authorization from County's Mental
Health Director, or one of his/her two designees (Medical Director of Mental Health Services
or Program Chief, Child/Adolescent Mental Health Services) . Examples of special, non-routine
services for which Hospital must request such prior authorization include, but are not
limited to, the following:
Computerized Axial Tomography Psychological Tests
Photon Emission Tomography OB/GYN Consultations
Electroencephalography
In an emergency when County's Mental Health Director or his/her designees cannot be reached,
Hospital may obtain such prior oral authorization from the Lead Clinician on duty at County's
Psychiatric Emergency Service (E Ward) at Merrithew Memorial Hospital.
Hospital shall charge County for such special, non-routine services and procedures under this
Hospital Agreement only when Hospital is unable to bill such costs to any other source, such
as private health insurance or Medi-Cal, and only when Hospital has obtained a written
confirming letter from the County as set forth in Paragraph 3.b. (2) below.
Initials��
Hospital County Dept.
1
SERVICE PLAN
Number 24-660
3. County's Obligations.
a. Authorization for Use of Fixed Price Beds. County's Mental Health Director, or
his/her designees, and County's Psychiatric Emergency Services (E Ward and Richmond Crisis
Unit) staff shall refer and authorize child and adolescent patients for admission to Hospital
under this Hospital Agreement. Authorization shall be accepted by telephone from the
designated County staff, with written confirmation to follow within one week.
b. Fixed Price Beds, Fees and Payments.
(1) Daily Bed Rate and Covered Services. County shall pay Hospital for fixed-
price beds at the rate of $500.00 per patient per hospital day for authorized children and
adolescents, including the first day of admission but excluding the day of discharge from the
Hospital. Said daily bed rate covers all services rendered to the patient by Hospital staff,
including professional fees charged by the attending psychiatrist, ancillary services, group
or milieu therapies, and standard evaluation modalities. This rate does not cover psycho-
logical testing, or non-routine diagnostic procedures or medical procedures. County will not
pay the daily bed rate for patients who are found to be eligible for Medi-Cal, Medicare, or
other health insurance coverage for these services, and Hospital will not bill County for
such patients. For all patient days that County has already paid Hospital and that
subsequently are found to be covered by any public or private health insurance, Hospital
shall refund the payments to County. If medical eligibility for Medi-Cal, Medicare, or other
health insurance coverage is established more than 90 days after discharge and payment is
denied by the public or private health insurance agency because of a delay in submission for
payment, then the party responsible for the delay is responsible for the bill.
(2) Special, Non-Routine Services. Hospital shall provide special, non-routine
diagnostic and physician consultation and medical treatment services and procedures within
its facility which are needed and are incidental to the inpatient psychiatric care provided
hereunder, but only after Hospital has obtained prior oral authorization from County's Mental
Health Director, or one of his/her two designees (Medical Director of Mental Health Services
or Program Chief, Child/Adolescent Mental Health Services) . County shall follow such oral
authorization with a written confirming letter specifying the special service or procedure
to be provided for an authorized patient and the price or fee rate to be paid to Hospital by
County for the special service or procedure under this Hospital Agreement. Hospital shall
include a copy of said written confirming letter with its itemized Payment Demand in order
to be paid for any special service or procedure hereunder. County retains the right to
obtain and provide any needed special, non-routine services or procedures separately from
this Hospital Agreement, including the provision of services at Merrithew Memorial Hospital.
County shall be responsible for transporting its patients to and from Merrithew Memorial
Hospital.
Hospital shall notify County's Mental Health Director, or his/her two designees named above,
in advance of the need for any special services or procedures which are not covered by the
daily bed rate set forth above. Hospital or its attending psychiatrist shall not order for
patients any diagnostic or treatment services that will result in a cost to County over and
above the daily bed rate, until prior oral authorization is given by County's Mental Health
Director, or one of his/her two designees (Medical Director of Mental Health Services or
Initials,%�`
Hds" p� County Dept.
2
SERVICE PLAN
Number 24-660
Program Chief, Child/Adolescent Mental Health Services) . Hospital shall inform its attending
psychiatrists and physicians of these provisions.
4. Medical Treatment at Other Facilities. Except for the special, non-routine services
which are authorized by County and provided within Hospital's facility as specified above,
this Hospital Agreement does not cover non-psychiatric medical care or treatment. If a
patient being treated under this Agreement becomes medically ill and in need of non-
psychiatric medical care or treatment, including emergency medical care, Hospital shall
notify the patient's parents or legal guardian and arrange for transfer to an appropriate
medical facility for treatment. County and Hospital understand and agree that such medical
care will be paid for by the patient's parents, private health insurance, Medi-Cal, or other
forms of medical coverage which the patient may have available or be eligible for. If the
patient is indigent and without financial means or medical coverage, Hospital may contact
County's Psychiatric Emergency Service (E Ward) and attempt to arrange transportation to
transfer the patient to the Emergency Room of County's Merrithew Memorial Hospital, subject
to any required parental consent. County shall provide and be responsible for the cost of
transporting such indigent patients to Merrithew Memorial Hospital, when authorized by
patient's parents or guardian and by County's E Ward staff. Hospital shall notify County
within 48 hours of any emergency medical treatment.
Initials a�
Hospital County Dept.
3
SPECIAL CONDITIONS
Number 24-599
1. Insurance. General Conditions Paragraph 19 (Insurance) is hereby replaced in its
entirety by the following paragraph:
"19. Insurance. During the entire term of this Agreement and any extension or
modification thereof, the Hospital shall keep in effect insurance policies meeting
the following insurance requirements.
a. General Liability Insurance. During the term of this Contract, the Hospital
shall provide and keep in effect a policy or policies of comprehensive liability
insurance, including coverage for owned and non-owned automobiles, with a
minimum combined single limit coverage of $5,000,000 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 the act or omission of Hospital, its directors, officers,
employees, and agents. Said policies shall constitute primary insurance as to
the County and 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
Hospital's insurance policy or policies.
b. Professional Liability Insurance. During the entire term of this Contract and
any extension or modification thereof, Hospital shall provide and keep in effect
a policy or policies of professional liability insurance with a minimum combined
single limit coverage of $5,000,000 for all damages or losses because of error,
omissions or malpractice arising from the provision of professional services
under this Contract. Said policy or policies shall constitute primary insurance
as to the County, and its officers, agents, and employees, so that other
insurance coverage held by the County shall not be required to contribute to any
loss covered under Hospital's insurance policy or policies. Hospital shall
provide County with a copy of its professional liability insurance policy or
policies specified above.
c. Workers' Compensation. The Hospital shall provide workers' compensation
insurance coverage for its employees.
d. Certificate of Insurance. The Hospital 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 Agreement.
If the Hospital 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(ies) at any time during the term of this Agreement, then Hospital
shall provide (a) current certificate(s) of insurance.
e. Additional Insurance Provisions. The Hospital agrees to provide the County not
less than thirty (30) days written notice prior to any material change or
cancellation of insurance coverage."
2. Automatic Contract Extension. Notwithstanding Paragraph 4. (Term) of this Contract,
unless this Contract is terminated by either party pursuant to Paragraph 5. (Termination) of
Initials•
Hospital County Dept.
1
SPECIAL CONDITIONS
Number 24-599
the General Conditions prior to June 30, 1993, the term of this Contract shall be
automatically extended from June 30, 1993 through December 31, 1993. During its extended
term, this Contract is nevertheless subject to all the terms and conditions applicable during
its initial term, including but not limited to General Conditions Paragraph 5. (Termination) ,
except as to payment for services rendered during the extended term. The purpose of this
automatic six-month extension is to allow for continuation of services as specified in this
Contract, to avoid interruption of payment to Contractor, and to allow County time in which
to complete a novation or renewal contract for Contractor and County Board of Supervisors
approval. As to any such six-month extension:
a. The Contract Payment Limit specified in Paragraph 3. (Payment Limit) of this
Contract, is increased by $25,000 (the six-month Payment Limit) and County's total payments
to Contractor for said six-month extension shall not exceed this six-month Payment Limit,
subject, nevertheless, to the aforesaid novation or renewal contract.
b. County shall continue to pay Contractor in accordance with Paragraph 3.b. of the
Service Plan, subject to the six-month Payment Limit specified above.
c. Contractor shall continue to provide services as set forth in the Service Plan,
subject to any amendments thereto.
d. This six-month contract extension shall be subject to any further agreement
(novation) which Contractor and County may enter into covering the provision of services
during the contract period immediately following the contract period specified in Paragraph
4. (Term) , in accordance with Contra Costa County's current revision of the project specified
in Paragraph 8. (Project) .
Initials: �./'b
Hospital County Dept.
2
Contra 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 such 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.
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Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
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 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 Agreement. 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 (if any) required by the State or Federal
Government.
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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 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.
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.
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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. Liabilitv 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 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.
d. Additional Insurance Provisions. The insurance policies provided by the
Contractor shall include a provision for thirty (30) days writtennotice to County before
cancellation or material changes of the above specified coverage.
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Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
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 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 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.
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