HomeMy WebLinkAboutMINUTES - 11081994 - 1.77 TO: BOARD OF SUPERVISORS +
FROM: Mark Finucane, Health Services Director ° Contra
By: Elizabeth A. Spooner, Contracts Administrator Costa
DATE: October 26, 1994 County
SUBJECT: Approval of Novation Contract #24-682-2 with Victor Treatment
Centers, Inc.
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION:
Approve and authorize the Health Services Director, or his designee
(Lorna Bastian) , to execute on behalf of the County, Novation Contract
#24-682-2 with Victor Treatment Centers, Inc. , in the amount of
$138, 700, for the period from July 1, 1994 through June 30, 1995, for
operation of a subacute residential treatment program for seriously
emotionally disturbed (SED) adolescents and latency age children.
This Contract includes an automatic six-month contract extension, from
June 301 1995 through December 31, 1995, in the amount of $69, 350.
II. FINANCIAL IMPACT:
This Contract is funded by County/Realignment 100%.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
This Contractor provides subacute residential treatment for SED
adolescents and latency age children, as an alternative to
hospitalization at Napa State Hospital.
Novation Contract #24-682-2 replaces the six-month automatic extension
under the prior Contract (as amended by Contract Amendment Agreement
#24-682-1) and allows the Contractor to continue to provide services
through June 30, 1995.
CONTINUED ON ATTACHMENT: YES SIGNATURE•
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMM DATI NOF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
UNANIMOUS (ABSENT J ) 1 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
OF SUPERVISORS ON THE DATE SHOWN.
Contact: Lorna Bastian (313-6411)
CC: Ilealtli Services (Contracts) ATTESTED
Risk rianagenent Phil Batchelor,Clerk of the Board of
Auditor-Controller Supervisors and CountyAdrninistrator
Contractor n n
M3e2/7-e3 BY �__l iLa�1/� n�.o � DEPUTY
-
Contra Costa County Number 24-682-2
Standard Form 1/87 STANDARD CONTRACT Fund/Org # 5952
(Purchase 6f Services) Account # 2320
NOVATION
1. Contract Identification.
Department: Health Services - Mental Health Division
Subject: Operation of Subacute Residential Treatment Program for Seriously
Emotionally Disturbed (SED) Adolescents and Latency-Age Children
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: VICTOR TREATMENT CENTERSS INC.
Capacity: Non-profit corporation Taxpayer ID # Not Applicable
Legal Address: #7 Governors Lane, Chico, a 'fornia 95926
Mailing Address: P.O. Box 5361, Chico, CalifWIN
95927
3. Term. The effective date of this Contract is 21V 1 1994 and it terminates
June 30. 1995 unless sooner terminated as pfS<ded herein.
4. Payment Limit. County's total payments to Contractor under 's Contract shall not
exceed $138,700.
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 implements in whole or in part the following described Project,
the application and approval documents of which are incorporated herein by reference:
Current ty Mental Health Services Performance Contract #29-469 with the State, a
copy of whic dm file in the office of the County's Mental Health Director.
9. Legal Authority. Thi . ontract is entered into under and subject to the following
legal authorities: Welfar d Institutions Code, Division 5, Part 2, Section 5600 et
seq. (The Bronzan-McCorquoda Act) ; California Code of Regulations, Title 9,
Subchapter 3, Section 523 et seq. ( unity Mental Health Services) , and Title 22; and
California Government Code Section 26227. 10.
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 ayst 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 1/87
APPROVALS/ACKNOWLEDGEMENT
Number 24-682-2
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
By By
Designee
APPROVED: COUNTY.ADMINISTRATOR
By
ACKNOWLEDGEMENT
State of California ACKNOWLEDGEMENT (By Corporation,
Partnership, or Individual)
County of
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 representatives) of the partnership or corporation
named above in the capacity(ies) stated, personally appeared before me today and
acknowledged that he/she/they executed it, and acknowledged to me that the partnership
named above executed it or acknowledged to me that the corporation named above executed
it pursuant to its bylaws or a resolution of its board of directors.
Dated:
[Notarial Seal]
Notary Public/Deputy County Clerk
-2-
Contra Costa County PAYMENT PROVISIONS Standard Form 6/90
(Fee Basis Contracts)
Number 24-682-2
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
[ J b. $ per unit, as defined in the Service Plan, or
[ ] c. $ after completion of all obligations and conditions herein.
[R] d. $ 95.00 per patient, per day. Contractor will bill Medi-Cal under the
Rehabilitation Option for all eligible services, and the Federal
Financial Participation will accrue to the County.
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. Financial Statement and Cost Report. Contractor shall prepare, in the form and manner
required by County and the State Department of Mental Health, a financial statement and
a cost report verifying the total number of service units actually provided and
covering the costs that are actually incurred in the provision of services under this
Contract. Contractor shall have the financial statement and the cost report reviewed
and verified by an independent Certified Public Accountant and shall submit said
financial statement and cost report, together with the Certified Public Accountant's
verification, to County not later than August 31, 1995, or 45 days following the
termination of this Contract, whichever comes first. The financial statement and cost
-report are required for information only and shall not be used by County to adjust
payments made to Contractor during the term of this Contract.
Initials:
Contractor County Dept.
1
Contra Costa County PAYMENT PROVISIONS Standard ,Form 6/90
(Fee Basis Contracts)
Number 24-682-2
6. Audits. County may audit Contractor's billing for, and provision of, services under
this Contract, at any time with fourteen (14) day advance written notice. County shall
conduct its financial audits in accordance with generally accepted audit standards and
shall limit such audits to verification that the services billed by Contractor were
actually provided to County clients. Contractor shall provide County with on-site
access to all appropriate documents, records, and other supporting information and
services under this Contract.
7. 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.
8. Required Audit. If Contractor is funded by $25,000 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. If Contractor is funded by $25,000
to $100,000 in federal grant funds in any fiscal year from any source, Contractor shall
arrange for conduct of the federally-required audit biennially and shall submit the
audit to County in the time, form, and manner required by the most current version of
Office of Management and Budget Circular A-133 and by County. If Contractor is funded
by $100,000 or more in federal grant funds in any fiscal year from any source,
Contractor shall arrange for the audit to County in the time, form, and manner required
by the most current version of Office of Management and Budget Circular A-133 and by
County. Contractor is solely responsible for arranging for the conduct of the audit,
and for its cost, and 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.
Initials:
Contractor County Dept.
2
SERVICE PLAN
Number 24-68-2-2
1. Scope of Services. During the term of this Contract, Contractor shall provide subacute
residential treatment for up to four (4) minors. Services shall include rehabilitative day
treatment services under the Rehabilitation Option of Medi-Cal. Contractor's program shall
be carried out as set forth in the Work Plan which is incorporated herein by reference, a
copy of which is on file in the office of the County's Mental Health Director and a copy of
which County has furnished to Contractor. Contractor shall make its Admissions and Service
Delivery Policies, which are incorporated herein by reference, available to the public for
inspection.
2. Charges for Services. If otherwise lawful, Contractor may charge clients, or other
persons responsible for clients, for services rendered. Such charges shall approximate
estimated actual cost, in accordance with The Short Doyle/Medi-Cal Manual for the
Rehabilitation Option and Targeted Case Management and with The California Department of
Mental Health Cost Reporting and Data Collection Manual.
3. Reports.
a. Progress Reports. Contractor shall submit to County's Health Services Director,
or his designee, regular written progress reports, data collection reports and expenditure
reports, in the time, form and manner required by County.
b. Final Report. Contractor shall submit on or before August 15, 1995, to County's
Health Services Director, or his designee, a written Final Activity Report which shall
include, but not be limited to, an evaluation of the quantity, quality, and impact of the
work. undertaken in conducting services provided under this Contract.
C. Evaluations and Other Data Collection Processes. County shall include Contractor
in the design, planning, and implementation of any evaluation or data collection process
undertaken by County regarding Contractor's program operations and services. County's
Mental Health Division shall facilitate provision to Contractor of summary information and
reports pertaining to Contractor's program activity and performance in as timely a manner as
is feasible. Such materials shall include, but not be limited to, appropriate County Mental
Health Information System reports, summaries of data supplied by Contractor, results of
evaluations of Contractor's services, County's Annual Performance Contract, and reports to
the State of California regarding mental health services.
4. Right of Inspection. Upon County's request, Contractor shall make available to
County's Mental Health Director or her designee for review, all records and materials
relevant to the documentation of services provided under this Contract. In addition, as
requested by County, Contractor shall assist County's designated Contract Monitor in
conducting site visits.
5. Clearances for Physicians and Clinical Psychologists. Prior to hiring as an employee
(or otherwise procuring the services of or contracting with) any physician or licensed
psychologist to provide services under this Contract, Contractor shall make a formal inquiry
to the California State Board of Medical Quality Assurance (BMQA) pursuant to Section 805.5
of the California Business and Professions Code in order to determine whether or not that
Initials:
1 Contractor County Dept.
f
SERVICE PLAN
Number 24-6&2-2
person has been denied staff privileges, has been removed from a medical staff, or has had
his/her staff privileges or license restricted, suspended, or revoked, as provided by Section
805 of the Business and Professions Code. Contractor shall make such inquiry regarding any
physician or licensed psychologist who is currently employed by or under contract with
Contractor, if Contractor has not yet made such inquiry. Should Contractor obtain an adverse
report from BMQA regarding any physician or psychologist and should Contractor still desire
to employ or contract with such person to provide services under this Contract, Contractor
shall notify County's Mental Health Director within 15 working days subsequent to obtaining
an adverse report on such a person and at least 15 working days prior to allowing such a
person who is newly employed or retained to start work.
Initials:
2 Contractor County Dept.
SPECIAL CONDITIONS
Number: 24-682-2
1. Novation. The parties having entered into a prior Contract #24-682
for the period from September 1, 1993 through February 28, 1994, as admended
by Contract Amendment Agreement #24-682-1, which contained provision for an
automatic six-month contract extension for the period from July 1, 1994
through December 31, 1994, County and Contractor hereby agree to substitute
this Contract #24-682-2 for the aforesaid six-month automatic contract
extension. Effective July 1, 1994, all contract rights and obligations of
the parties will be governed by this Contract #24-682-2 .
2 . Automatic Contract Extension. Notwithstanding Paragraph 3 . (Term)
of this Contract, unless this Contract is terminated by either party pursuant
to Paragraph 5. (Termination) of the General Conditions prior to June 30,
1995, the term of this Contract shall be automatically extended from June 30,
1995 through December 31, 1995. 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 4. (Payment
Limit) of this Contract, is increased by $69,350 (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 pay Contractor in accordance with Payment
Provisions Paragraph 1. (Payment Amounts) , subparagraph d. , 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; all service units (set
forth in the Service Plan and/or Special Conditions) shall be prorated for
the six-month period.
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 3 . (Term) , in accordance
with Contra Costa County's current revision . of the project specified in
Paragraph 8. (Project) . "
3 . Insurance. General Conditions Paragraph 19. (Insurance) is hereby
superceded by the following paragraph:
Initials:
Contractor County Dept.
1
SPECIAL CONDITIONS
Number: 24-682"-2
1119 . 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:
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 $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. Certificates of Insurance. The Contractor shall provide the
County with (a) certificate(s) of insurance evidencing the general and
automobile 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. Professional Liability Insurance. Contractor shall provide
malpractice liability insurance coverage in an amount no less than $1, 000, 000
per claim/$3 , 000, 000 annual aggregate from a reputable insurance company
acceptable to the County. The Contractor shall provide the County with a
valid certificate of insurance evidencing the coverage required by this
clause and shall promptly advise the County of any and all claims paid by the
insurer(s) under said insurance.
e. 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. "
4. Third-Party Payment Liability. Contractor shall be solely
responsible for any payments due from Contractor to third parties or for any
liabilities, obligations, or commitments of Contractor arising from
Contractor's performance of this Contract, including, but not limited, to any
payments that Contractor may owe to contractors or other suppliers for goods
and services received by Contractor in the operating, equipping, altering,
Initials:
Contractor County Dept.
2
SPECIAL CONDITIONS
Number: 24-682`-2
remodeling, renovating, or repairing of Contractor's program and facilities
established under this Contract. In no event shall County be responsible for
any payments due from Contractor to third parties or for any liabilities,
obligations, or commitments of Contractor arising from Contractor's
performance of this Contract.
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:
Contractor County Dept..
3
Contra Costa County Standard Form 1/87
GENMUL 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
(Pur-hase 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 Fundine. 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 Pian 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 Re-ulations 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. 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$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 certificates) of
insurance.
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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.
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