HomeMy WebLinkAboutMINUTES - 01041994 - 1.45 TO: BOARD OF SUPERVISORS
FROM: Mark. Finucane, Health Services Director Contra
By: Elizabeth A. Spooner, Contracts, Administrato
Costa
DATE: December 14, 1993 County
SUBJECT: Approval of Novation Contract #24-468-6 with California
Detoxification Programs, Inc.
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, Novation Contract #24-468-6 with California
Detoxification Programs, Inc. , in the amount of $39, 996, for the
period from July 1, 1993 through June 30, 1994, for heroin
detoxification services for Contra Costa Health Plan Members. This
document includes a six-month automatic extension through December 31,
1994, in the amount of $19,998.
II. FINANCIAL IMPACT:
This Contract is funded by the Contra Costa Health Plan. Its
continuation is essential to the Health Plan because of a Federal
requirement that substance abuse detoxification services be provided
in a Federally-qualified health maintenance organization. The funding
for this Contract is included in the Department's FY 1993-94 Budget.
III. REASONS FOR RECOMMENDATIONSIBACKGROUND:
On March 16, 1993, the Board of Supervisors approved Standard Contract
#24-468-5 with California Detoxification Programs, Inc. , for heroin
detoxification treatment services at the Pittsburg Methadone Clinic
and at the Richmond Methadone Clinic.
Novation Contract #24-468-6 replaces the six-month automatic extension
of the prior contract and continues the Contractor's services through
June 30, 1994 .
CONTINUED ON ATTACHMENT: YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMME AT ON OF BOARD C MMITTEE
APPROVE OTHER ,
SIGNATURE(S)
ACTION OFBOARD ON January 4, 1994 APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
XX UNANIMOUS (ABSENT ) 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: Chuck Deutschman (313-6350)
C C: Health Services (Contracts) ATTESTED January 4, 1994
Risk Management Phil Batchelor,Clerk of the Board of
Auditor-Controller Suvervisors and County Administrator
r Contractor
Mse2l� es BY �� �/�=4cy
DEPUTY
Contra Costa County Number 24-468-6
Standa'r'd Form 1/87 STANDARD- 'CONTRACT Fund/Org # 5936
(Purchase of Services) Account # 2320
NOVATION
1. Contract Identification. / 27�
Department:' Health Services - Substance Abuse Division
Subject: Basic Adult Care (BAC) Heroin Detoxification Services
for Contra Costa Health Plan Members
2. Parties. The County of Contra Costa, California (County) , for its Department named
above, and the following named Contractor mutually agree and promise as follows:
Contractor: CALIFORNIA DETOXIFICATION PROGRAMS, INC. Taxpayer ID:
Capacity: Corporation (private-for-profit) Federal # 94-2768374
Address: 45 Franklin Street, 3rd Floor State # 293-900-4
San Francisco, California 94102
3. Term. The effective date of this Contract is July 1. 1993 and it terminates
June 30, 1994 unless sooner terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not
exceed $39,996.
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. Project. This Contract implements in whole or in part the following described Project,
the application and approval documents of which are incorporated herein by reference:
Not Applicable.
9. Legal Authority. This Contract is entered into under and subject to the following legal
authorities: California Government Code Section 26227; Welfare and Institutions Code
Sections 5614 and 16717.
10. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA
ATTEST: Phil Batchelor, Clerk-of the Board
BOARD OF SUPERVISORS �y of Supervisors and County Administrator
By
Chairman/Designee Deputy
CONTRACTOR
By By_"Q�
S .6VA 4,0
(Designate business capacity A) (Designate business capacity B)
Note to Contractor: For corporations (profit or nonprofit), the contract must be signed by two officers. Signature A must be
that of the president or vice-president and Signature B must be that of the secretary or assistant secretary (Civil Code Section
1190 and Corporations Code Section 313). All signatures must be acknowledged as set forth on page two.
e
Contra Costa County Standard Form 1/87
APPROVALS/ACKNOWLEDGEMENT
Number 24-468-6
APPROVALS
RECOMMENDED BY;, PARTMEN FORM APPROVED
By f _ By
Designee
APPR( 7 , ` COUNTY ADMINISTRATOR
By
ACKNOWLEDGEMENT
State of California ACKNOWLEDGEMENT (By Corporation,
Partnership, or Individual)
County of C6 n�-� �o Z5
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]
a �2 Ot,,�
Eflzabdth A. Spooner `-/D ptvfy County Clerk
6ePU'0,f Clerk.
Contra Costa County, C,A
Contra Costa County PAYMENT PROVISIONS Standard Form 6/90
(Fee Basis Contracts)
Number 24-468-6
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. $ 3.333.00 monthly, or
[ ] b. $ per unit, as defined in the Service Plan, or
[ ] c. $ after completion of all obligations and conditions herein.
2. Payment Demands. Contractor shall submit written demands. Said demands shall be made
on County Demand Form D-15 and in the manner and form prescribed by County. Contractor
shall submit said demands for payment no later than 30 days from the end of the month
in which the contract services upon which such demand is based were actually rendered.
Upon approval of said payment demands by the head of the County Department for which
this Contract is made, or his designee, County will make payments as specified in
Paragraph 1. (Payment Amounts) above.
3. Penalty for Late Submission. When Contractor fails to submit to County a timely demand
for payment as specified in Paragraph 2. (Payment Demands) above, and as a result of
Contractor's late submission the County is unable to obtain reimbursement from the
State of California or otherwise; to the extent the County's recovery of funding is
prejudiced, County shall not pay Contractor for such services, even though such
services were fully provided.
4. Right to Withhold. County has the right to withhold payment to the Contractor when,
in the opinion of the County expressed .in writing to the Contractor, (a) the
Contractor's performance, in whole or in part, either has not been carried out or is
insufficiently documented, (b) the Contractor has neglected, failed or refused to
furnish information or to cooperate with any inspection, review or audit of its
program, work or records, or (c) Contractor has failed to sufficiently itemize or
document its demand(s) for payment.
5. Audit Exceptions. Contractor agrees to accept responsibility for receiving, replying
to, and/or complying with any audit exceptions by appropriate County, State 'or Federal
audit agencies occurring as a result of its performance of this Contract. Contractor
also agrees to pay to the County within 30 days of demand by County the full amount of
the County's obligation, if any, to the State and/or Federal government resulting from
any audit exceptions, to the extent such are attributable to the Contractor's failure
to perform properly any of its obligations under this Contract.
Initials: V
Contractor County Dept.
SERVICE PLAN
Number 24-468-6
1. Scope of Services. Contractor shall provide heroin detoxification treatment
services, in accordance with its State-approved heroin detoxification program protocols, to
residents of Contra Costa County who are eligible for services (i.e. , who are enrolled in
County's Contra Costa Health Plan) under County's Basic Adult Care (BAC) Program [also
known as the Medically Indigent Adult (MIA) Program] and who are referred to Contractor by
County's BAC Program. Contractor shall provide said treatment services at: (1) Pittaburg
Methadone Clinic, 45 Civic Avenue, Pittsburg, California, and (2) Richmond Methadone Clinic,
2910 Cutting Boulevard, Richmond, California. Contractor shall make its Admission Policy,
which is incorporated herein by reference, available to the public for inspection.
2. Service Specifications. During the term of this Contract, Contractor shall
provide the above-specified heroin detoxification treatment services for qualified persons
who are enrolled in the Contractor Costa Health Plan (CCHP) and who are referred to
Contractor by County's BAC Program for such services. In providing these treatment services,
Contractor shall:
a. . Comply with all County, State and Federal regulations, standards, and
policies governing heroin detoxification treatment programs, including, but not limited to,
Health and Safety Code, Division 10.5, Part 3 (Section 11860 et seq. ) ; Welfare and
Institutions Code Division 5, Part 2 (Section 5.600 et seq. ) , Division 9, Part 3, Chapter 7
(Section 14000 et seq.) , Part 4.5 (Section 16700 et seq. ) ; California Code of Regulations,
Title 9, Chapter 1, Subchapter 3 (Section 500 et seq. ) , Chapter 4 (Section 9000 et seq.) ,
Title 22, Division 3, Subdivision 1 (Section 50000 et seq. ) ; and related letters issued by
the State Health Services Agency, the State Department of Mental Health, and the State
Department of Alcohol and Drug Programs, as shall be specified and provided by County for
Contractor's compliance;
b. Notify County's Substance Abuse Division Director of Contractor's intent
to amend, delete, or otherwise alter its State-approved protocols for detox program
operations;
C. Provide County's Substance Abuse Division Director with current copies of
all required protocols and licenses including, but not limited to, its State-approved
protocol for detox programs, State licenses to operate each heroin detox clinic, F.D.A.
approval of use of methadone in its treatment program, and DEA Form 224 "Application for
Registration Under Controlled Substances Act of 1970";
d. Cooperate with County, State and Federal agencies in reviewing the detox
programs for compliance with County, State, and Federal standards and regulations.
Contractor shall notify County's Substance Abuse Division Director of all impending program
reviews and/or visits, invite participation of County's Substance Abuse Division Director in
all exit interviews following said reviews and/or visits, and provide County's Substance
Abuse Division Director with copies of all findings or other documents detailing or
summarizing the results of said reviews and/or visits; and
e. Notify County's Substance Abuse Division Director in writing of its intent
to . seek new drug abuse treatment clinic locations in Contra Costa County. Contractor's
clinics shall not be relocated without the prior written approval of County's Substance Abuse
Division Director.
3. Service Eligibility. In accordance with Title 22, Section 51328, Contractor may
provide heroin detoxification treatment services as specified above, for any such client
without prior authorization from County. Contractor shall provide approximately 186
treatment episodes during the term of this Contract for an average of 15 eligible clients per
month.
Initials: _
1 Contractor County Dept.
SERVICE PLAN
Number 24-468-6
4. Service Unit Definition. One unit of service for reporting and payment purposes,
shall be defined as the provision of heroin detoxification treatment services as defined
above to one eligible client during one or more visits by the client in a single day.
5. Number of Service ' Units. Contractor shall provide at least 3.333 units of
service during the term of this Contract.
6. Contract Performance Reports and Settlement.
a. Contract Performance Reports. Contractor shall prepare and submit to
County such periodic performance progress reports as may be required by County's Health
Services Department Director, or his designee. No later than August 15, 1994, or forty-five
(45) calendar days following the termination of this Contract, whichever comes first,
Contractor shall prepare and submit to County a Final Contract Performance Report, in the
form and manner prescribed by County, specifying the total number of service units that have
actually been provided by Contractor under this Contract from July 1, 1993 through June 30,
1994.
b. Settlement Procedure. If said Final Contractor Performance Report shows
that Contractor has failed to actually provide the minimum number of service units specified
above (i.e. , the full target number of 3,333 service units) , then Contractor shall pay to
County a settlement amount at the rate of $12.00 per service unit for the number of service
units that Contractor has failed to actually provide hereunder up to the target number. If
this Contract is terminated prior to June 30, 1994, the minimum number of service units (full
target number) shall be prorated based on the ratio of the total number of days in the actual
Contract term to 365 days.
7. Program Objectives and Performance Evaluation. Contractor shall provide the
above program services so as to achieve the service program objectives set forth in the
Department's Contract Performance Plan for this Contract which is on file in the Department's
Substance Abuse Division and which is incorporated herein by reference. Contractor's
performance under this Contract shall be evaluated by County on the basis of:
a. The degree to which each specified service program objective was actually
achieved, and
b. The total number of service units that were actually provided by Contractor
hereunder.
8. 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 person has been denied staff privileges, has been removed from a medical staff, or has
had his or 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 so notify County's Substance Abuse
Division Director in writing 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 24-468-6
1. Novation. The parties having entered into a prior Contract # 24-468-5 for the
period from January 1, 1993 through June 30, 1993 (which contained provision for an automatic
six-month Contract extension for the period from July 1, 1993 through December 31, 1993),
County and Contractor hereby agree 'to substitute this Contract #24-468-6 for the aforesaid
six-month automatic Contract extension. Effective July 1, 1993, all Contract rights and
obligations of the parties will be governed by this Contract #24-468-6.
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, 1994, the term of this Contract
shall be automatically extended from June 30, 1994 through December 31, 1994. 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 $19,998 (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 as set forth in Payment Provisions Paragraph
l.a. (Payment Amounts) , 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. Contractor shall provide not less than 1,667 service units (set forth in
the Service Plan) for the six-month period.
e. 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) .
3. Protection of Property and Equipment. Throughout the term of this Contract, and
any modification or extension thereof, Contractor shall:
a. Cooperate with County in tagging and appropriately identifying all program
property and equipment loaned by County for use by Contractor or acquired with Contract
funds.
b. . Establish a property management control system to ensure adequate
safeguards to prevent loss, theft, or damage to property, and maintain all equipment in good
working repair at all times.
Initials: ��N �'l�•,
Contractor County Dept.
1
SPECIAL CONDITIONS
Number 24-468-6
C. Investigate, fully document, and immediately report to appropriate police
agencies and/or County any loss, theft, or damage to property and equipment. Contractor
shall repair or replace all such items within 60 days with items of comparable quality and
value.
d. Maintain accurate records of all equipment and other such property loaned
by County for use by Contractor or acquired with Contract funds, including property
description, identification numbers, acquisition date and cost, source, location, use,
condition and disposition.
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,
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. Modified Insurance Requirements. Paragraph 19 (Insurance) of the General
Conditions is modified by the addition of a subparagraph e. to read as follows:
"e. Professional Liability Insurance. The Contractor shall provide
professional liability insurance with a minimum coverage limit of $1,000,000 per occurrence
for all damages or losses because of errors, omissions, or malpractice arising from the
provision of professional services under this Contract."
6. Contra Costa Health Plan Subcontract Requirements. This contract is subject to
the attached Contra Costa Health Plan Subcontract Requirements, Attachment A, which is
incorporated herein by reference.
7. 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.
2
ATTACHMENT A
CONTRA COSTA HEALTH PLAN SUBCONTRACT REQUIREMENTS
Number 24-468-6
Pursuant to State Department of Health/County Contract #88-94695 (County #29-609-35) ,
effective January 1, 1989, (or the latest revision) Article X, Subcontracts; requirements of
the Waxman-Duffy Prepaid Health Plan Act, (1972) and Knox-Keene Health Care Service Plan Act
of 1975; Federal Regulations: 42 CFR 431.504; State Law: W&I Code, Section 14452; State
Regulations: Title 22, CAC, Section 53250, the following subcontract requirements are
incorporated into the contract referenced by number above:
1. Contractor shall be subject to and comply with all Federal, State, and local laws
and regulations and contractual obligations incumbent upon the County under County Contract
#29-609-35 and any subsequent amendment thereto.
2. A Contractor providing any basic health care service to Contra Costa Health Plan
members (Plan members) shall meet all of the requirements of Chapters 3 and 4, Subdivision
1, Division 3, Title 22, C.A.C. (commencing with Section 51001) which relate to the services
the Contractor provides. This specifically includes the requirements of Title 22, C.A.C.
Section 53250(e) , a copy of which is attached hereto and incorporated herein by reference as
Exhibit A.
3. Contracts shall be public records on file with the State Department of Health
Services. The names of the officers and owners of the Contractor, stockholders owning more
than ten percent of the stock issued by the Contractor, and major creditors holding more than
five percent of the debt of the Contractor are:
Owners/Officers:
Stockholders owning_ more than 10% of stock:
Creditors holding more than 5% of debt:
4. County and Contractor agree that Contractors compensation hereunder shall not be
based in any way on a percentage of the County's compensation from the State Department of
Health Services; this agreement does not preclude the establishment of Contractor's rate
based on capitation payments pursuant to Welfare and Institutions Code Section 14453.
5. Contractor agrees to submit reports or abstracts of treatment records in relation
to Plan members, as appropriate and required by County.
6. Contractor will allow inspection, examination, or copying of financial books and
records relating to Plan members or Plan services by the County, the State Department of
Health Services, the State Department of Corporations, the U.S. Department Health and Human
Services, or their duly authorized representatives. Such books and records shall be made
available at all reasonable times at the Contractor's place of business; in a form maintained
in accordance with general standards,. for a term of at least five years from the close of
State's fiscal year in which this Contract is in effect.
Initials: V"�
Contractor County Dept.
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ATTACHMENT A
CONTRA COSTA HEALTH PLAN SUBCONTRACT REQUIREMENTS
7. Contractor shall not make assignment and/or delegation of this Contract unless it
has obtained prior written approval of the other party, the County, and State Department of
Health Services.
8. Contractor will hold harmless both the State and Plan members in the event the
County cannot or will not pay for services performed for Plan members pursuant to this
Contract.
9. Contractor will notify the Department .of Health Services and Commissioner of
Corporations in the event this Contract is amended or terminated. Notice is considered given
when deposited in the U.S. Registered Mail, first class postage prepaid, addressed as
follows:
Organized Health Services HMO Unit Department of Corporations
Department of Health Services 600 South Commonwealth
714 P Street Los Angeles, California 90005
Sacramento, California 95814
10. Nondiscrimination Requirements.
a. Nondiscrimination Clause (OCP-1) .
(1) During the performance of this Contract, Contractor and its
subcontractors shall not unlawfully discriminate against any employee or applicant for
employment because of race, religion, color, national origin, ancestry, physical handicap,
medical condition, marital status, age (over 40) or sex. Contractor and subcontractors shall
insure that the evaluation and treatment of their employees and applicants for employment are
free from such discrimination. Contractors and subcontractors shall comply with the
provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.)
and the applicable regulations promulgated thereunder (California Code of Regulations, Title
2, Section 7285.0 et seq.) . The applicable regulations of the Fair Employment and Housing
Commission implementing Government Code, Section 12990, set forth in Chapter 5 of Division
4 of Title 2 of the California Code of Regulations are incorporated into this Contract by
reference and made a part hereof as if set forth in full. Contractor and its subcontractors
shall give written notice of their obligations under this clause to labor organizations with
which they have a collective bargaining or other agreement.
(2) This Contractor shall include the nondiscrimination and compliance
provisions of this clause in all subcontracts to perform work under this Contract.
b. Nondiscriminatory Services. The Contractor will not discriminate against
Contra Costa Health Plan members or eligible be because of race, color, creed,
religion, ancestry, marital status, sexual orientation, national origin, age, sex, or
physical or mental handicap in accordance with Title VI of the Civil Rights Act of 1964, 42
USC Section 2000d rules and regulations promulgated pursuant thereto, or as otherwise
provided by law or regulation.
Initials:
Contractor County Dept. ,,
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ATTACHMENT A
CONTRA COSTA HEALTH PLAN SUBCONTRACT REQUIREMENTS
C. Discrimination Complaints. The Contractor agrees that copies of all
grievances alleging discrimination against Contra Costa Health Plan members or eligible
beneficiaries because of race, color, creed, sex, religion, age, national origin, ancestry,
marital status, sexual orientation, or physical or mental handicap shall be forwarded to the
Health Services Director for review and appropriate action.
11. Confidentiality. Contractor agrees to comply with all applicable State or Federal
statutes or regulations respecting confidentiality, including but not limited to, the
identity of persons served under this Contract, their records, or services provided them, and
assures that:
a. All records concerning any individual made or kept by Contractor relations
to services provided under this Contract will be confidential, and will not be open to
examination for any purpose not directly connected with the administration of such service.
b. No person will publish or disclose any list of persons receiving services,
except as may be required in the administration of such service.
Initials:
Contractor County Dept.
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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.
1
Contra Costa County „, Standard Form 1/87
GENERAL CONDMONS
(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. 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 programs) 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.
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JContra Costa County Standard Form 1187
• 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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