HomeMy WebLinkAboutMINUTES - 10041994 - 1.44 TO: BOARD OF SUPERVISORS
FROM. Mark Finucane, Health Services Director Contra
By: Elizabeth A. Spooner, Contracts Administrato Costa
DATE: September 19, 1994 County
SUBJECT: Approval of Hospital Agreement (Novation) #24-573-3 with
Community Psychiatric Center, Inc. (for its Walnut Creek
Hospital)
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, Hospital
Agreement (Novation) #24-573-3 with Community Psychiatric Center,
Inc. (for its Walnut Creek Hospital) , for the period from July 1,
1994 through June 30, 1995, with a payment limit of $50, 000, for
purchase of fixed price beds for acute inpatient psychiatric
hospital services for mentally-ill children and adolescents. This
Contract includes a six-month automatic extension from July 1, 1995
through December 31, 1995 with an extension period payment limit of
$25, 000.
II . FINANCIAL IMPACT:
This Contract is included in the Department's FY 1994-95 budget.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
Under the Statutes of 1987 (Assembly Bill 1362 , Bronzan) , Welfare
and Institutions Code Section 5751.7 established a prohibition
(except for special State-granted waivers) against admission of
minors into the same psychiatric treatment wards as certain adults
who might threaten the physical safety of minors.
On January 18, 1994, the Board of Supervisors approved Hospital
Agreement (Novation) #24-573-2 with Community Psychiatric Center,
Inc. , for its Walnut Creek Hospital, for the period from July 1,
1993 through June 30, 1994, to provide 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.
Hospital Agreement (Novation) #24-573-3 replaces the six-month
automatic extension under the prior Contract and allows the
Contractor to provide services through June 30, 1995.
CONTINUED ON ATTACHMENT: YES SIGNATURE.
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMDATIO OF BOARD C MMITTEE
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ONul: APPROVED AS RECOMMENDED _ A- OTHER
VOTE OF SUPERVISORS
V 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: Lorna Bastian (313-6411) OF SUPERVISORS ON THE DATE SHOWN.
OCT 41994
CC: Health Services (Contracts) ATTESTED
Risk Management Phil Batchelor,Clerk of the Board of .
Auditor-Controller Supervisors and County Administrator
Contractor
\ M382/7-e3 BY DEPUTY
�` r
y7
Contra �Costa County Number 24-573-3
, HOSPITAL AGREEMENT Fund/Org # 5952
(Psychiatric Facilities•),, Account # 2320
(Novation) ; Other #
1. Contract Identification. `.
Department: Health Services - Mental Health Division IN
Subject: Purchase of Fixed Price Beds for Acute Inpatierp sychiatric 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 mutually agree and promise aN ollows:
Contractor: COMMUNITY PSYCHIATRIC CENTER, INC. (for its Walnut Creek Hospital',,
(hereinafter referred to as "Hospital")
Capacity: Nevada corporation Taxpayer ID #95-1907817
Address: 175 La Casa Via, Walnut Creek, California 94598
3. Payment Limit. County's total payments to Contractor under this Contract shall not
exceed $ 50,000.
4. Term. The effective date of this Contract is July 1, 1994 and it terminates
June 30, 1995 unless sooner terminated as provided herein.
5. County's Obligations. Countyhs a•IJ make to the Hospital those payments described in
the Payment Provisions attached her�e`to which are incorporated herein by reference,
subject to all the terms and condition twined or incorporated herein.
6. Hospital's Obligations. Hospital shall prove a those services and carry out that work
described in the Service Plan attached here which is incorporated herein by
reference, subject to all the terms and conditions ontained or incorporated herein.
7. Conditions. This Agreement is subject to the 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.
9. Legal Authority. This Agreement is entered into under and subject to the following
legal authorities: Welfare and Institutions Code Section 5751.7; and 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 OF SUPERVIS 94A)"
of Supervisors and County Administrator
By By
Chairman/Designee Deputy
HOSPITAL
By By
(Designate business capacity) (Designate business capacity)
Note to Contractor: For corporations (profit or nonprofit), the contract must be signed by two officers. Signature A must be
that of the president or vice-president and Signature B must be that of the secretary or assistant secretary (Civil Code Section
1190 and Corporations Code Section 313). All signatures must be acknowledged as set forth on page two.
Contra Costa County Standard Form 1/87
APPROVALS/ACKNOWLEDGEMENT
Number 24-573-3
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 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:
[Notarial Seal]
Notary Public/Deputy County Clerk
-2-
Contra Costa County Standard Form 6/90
PAYMENT PROVISIONS
(Fee Basis Contracts)
Number 24-573-3
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:
Contractor County Dept.
SERVICE PLAN
Number 24-573-3
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 her
designee(s) , Hospital shall provide inpatient psychiatric hospital services for County-
authorized children (through age 12) and adolescents (age 13 through 17) , excluding minors
admitted to Hospital beds under Medi-Cal and under the Transfer Agreement specified in
Special Conditions Paragraph 1. Said hospital services shall include, but are not limited
to, the following: room, bed, meals, structured 24-hour treatment program, 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. Examples of included services are:
Psychiatric Acute Care Group Therapy
Adolescent Psychiatric Care Involuntary Patient Care
Child Psychiatric Care Music Therapy
Alcohol and Substance Abuse Care Occupational Therapy Services
Art Therapy and Assessments
Clinical Social Work Services Pharmacy with Full-Time registered
Clinical Laboratory Services Pharmacist
Chest X-Ray Examination Psychiatric Intensive Care
Clinical Pharmacologic Services Psychodrama
Dietary Services and Consultations Psychopharmacological Therapy
Drug Screening Psychiatric Nursing Services
Basic Educational Services Recreation Therapy
Electrocardiography Seclusion Room
Family Therapy Urinalysis
(This list is illustrative and not exclusive. )
b. Provision of Fixed-Price Beds. Hospital shall provide beds for County-authorized
children and adolescents (hereinafter referred to as "patients") , as follows:
(1) When no Transfer Agreement beds or Hospital-designated Medi-Cal beds are
vacant, Hospital shall accept County-authorized patients for admission to any vacant bed at
the fixed price set forth in Paragraph 3.b. (1) below.
(2) Hospital shall provide those beds which it designates as being available
under Medi-Cal or other financial coverage to contractors including County on a first come,
first served basis. County shall have access to the beds for the continued care of County-
authorized patients who are eligible for Medi-Cal or other financial coverage, or, at
County's discretion, to Transfer Agreement beds when they are available.
Initials:
Hospital County Dept.
1
SERVICE PLAN
Number 24-573-3
C. Admitting History and Physical Examination. Hospital shall provide the services
of a physician to perform an Admitting History and Physical Examination of all County-
authorized patients.
d. Special, Non-Routine Services. Hospital shall provide special, non-routine
diagnostic and physician consultation and medical treatment services and procedures 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,
County's Mental Health Division Medical Director or County's Child Adolescent Services
Program Chief. Within five (5) working days, County shall follow such oral authorization
with a written letter confirming the authorization and specifying the special service or
procedure to be provided for an authorized patient including 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 letter with its itemized Payment Demand
required by Paragraph 2. (Payment Demands) of the Payment Provisions in order to be paid for
any special service or procedure performed hereunder. County reserves and retains the right
to obtain and provide any special, non-routine services or procedures for any County-
authorized patient separate and apart 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, County's Mental Health Division
Medical Director, or County's Child Adolescent Services Program Chief, of the need for any
special services or procedures which are not covered by the daily bed rate set forth above
before any special services or procedures are performed. Hospital 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 or authorization is given by County's Mental Health
Director, County's Mental Health Division Medical Director, or County's Child Adolescent
Services Program Chief. Examples of special, non-routine services for which Hospital must
request prior authorization include, but are not limited to, the following:
Computerized Axial Tomography Electroconvulsive Therapy
Electroencephalography and Inhalation Therapy
Psychological Tests Physician Services
OB/GYN Consultations Speech Therapy
Cardiograms Vocational Services
In an emergency when County's Mental Health Director, County's Mental Health Division Medical
Director, or County's Child Adolescent Services Program Chief cannot be reached, Hospital may
obtain the requisite prior oral authorization from the Lead Clinician on duty at County's
Psychiatric Emergency Service (E Ward) at Merrithew Memorial Hospital.
In addition, in a documented clinical emergency, County's contract psychiatrist (referred to
in Service Plan Paragraph 3.b (4) above) may also give prior authorization, but not to exceed
a combined total cost for such services of $10,000 for all patients during the term of this
Contract.
Initials:
Hospital County Dept.
2
SERVICE PLAN
Number 24-573-3
Hospital shall only charge County for special, non-routine services and procedures under this
Hospital Agreement when Hospital is unable to recover the costs of said services from any
other source, such as private health insurance or Medi-Cal.
3. County's Obligations.
a. Authorization for Use of Fixed Price Beds. County's Mental Health Director, or
his designee, and County's Psychiatric Emergency Services (E Ward and Richmond Crisis) staff
shall refer and authorize child and adolescent patients for admission to Hospital under this
Hospital Agreement. Such authorization shall be in writing and shall be given in advance by
the designated County staff on an Authorization Form to be developed jointly by Hospital and
County. Hospital shall obtain a copy of the Authorization Form prior to admitting any
County-authorized patient to a fixed price bed under this Hospital Agreement.
b. Fixed Price Beds, Fees and Payments.
(1) Bed Rate and Covered Services. County shall pay Hospital for fixed-price
beds at the rate of $535 .00 per patient per hospital day for authorized patients, including
the first day of admission but excluding the day of discharge from the Hospital. Said daily
bed rate covers all services rendered to the patient by Hospital staff, including ancillary
services, group or milieu therapies, and standard evaluation modalities. This rate does not
cover physician charges, psychological testing, history and physical examinations, or
non-routine diagnostic procedures or medical procedures. County will make its best efforts
to pay Hospital within 30 days after the end of the month in which Hospital's Payment Demand
is received by County.
(2) Admitting History and Physical Examination. County shall pay Hospital at
the rate of1$ 10.00 for each History and Physical Examination specified in Paragraph 2.c.
above. Hospital shall include this service on its itemized Payment Demand set forth in
Paragraph 2 of the Payment Provisions.
(3) Admission Screening and Processing Fee. County shall pay Hospital an
Admission Screening and Processing Fee of $100.00 per patient for each patient who is
admitted to a fixed price bed under this agreement.
(4) Psychiatrist Services. County shall provide the services of a psychiatrist
who is a member of Hospital's Medical Staff to serve as the attending physician and to
provide all needed psychiatric procedures and services for each patient admitted to a fixed
price bed under this Hospital Agreement. County will contract separately with psychiatrists
to provide these services. Such psychiatrists are subject to approval by Hospital's Medical
Director prior to County's entering into a contract for the provision of such services.
Initials:
Hospital County Dept.
3
SERVICE PLAN
Number 24-573-3
4. Medical Treatment at Other Facilities. Except for the special, non-routine services
which are authorized by County and provided 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 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 and that County is in no way responsible for
the payment of medical services by virtue of this Agreement. 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. Psychiatrist shall notify County within 48, hours of any emergency
medical treatment.
Initials:
Hospital County Dept.
4
SPECIAL CONDITIONS
Number 24-573-3
1. Novation. The parties having entered into a prior Contract #24-573-2 for the period
from July 1, 1993 through June 30, 1994 (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 #24-573-3 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 #24-573-3.
2. Transfer Agreement. Hospital and County mutually agree and understand that this
Hospital Agreement #24-573 does not change, modify, or restrict in any way their Transfer
Agreement #24-572 or any amendments or modifications thereto. Said Transfer Agreement is a
separate and distinct contract that was approved by the Board of Supervisors on February 1,
1983.
3. Payment Demands. Payment Provisions Paragraph 2. (Payment Demands) is hereby modified
to read as follows:
"2. Payment Demands. Hospital shall submit written demands. Said demands shall be
made on County Demand Form D-15 and Universal Billing Form UB82 sanctioned by the
Health Care Financing Authority. Hospital 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 completed. Upon approval of said
payment demands by the head of the County Department for which this Agreement is
made, or his designee, County will make payments as specified in Paragraph 1.
(Payment Amounts) above. "
4. Right to Withhold. Payment Provisions Paragraph 4. (Right to Withhold) is hereby
modified to read as follows:
4. Right to Withhold. County has the right to withhold payment to the Hospital for
the per diem rate charges when, in the opinion of the County expressed in writing
to Hospital within 30 days after the end of the month in which County received
Hospital's payment demand, (a) Hospital has neglected, failed or refused to
furnish information or to cooperate with any inspection, review or audit of its
program, work or records, or (b) Hospital has failed to sufficiently itemize or
document its demand(s) for payment. "
5. Audit Exceptions. Payment Provisions Paragraph 5. (Audit Exceptions) is hereby
modified to read as follows:
115. Audit Exceptions. Hospital agrees, subject to appeal process, 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 Agreement. Hospital 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 Hospital's failure to
perform properly any of its obligations under this Agreement."
Initials:
Contractor County Dept.
1
SPECIAL CONDITIONS
Number 24-573-3
6. Insurance. General Conditions Paragraph 19 (Insurance) is hereby replaced in its
entirety by the following paragraph:
"1. 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. Liability Insurance. The Hospital shall provide malpractice insurance and
comprehensive liability insurance, including coverage for owned vehicles,
each 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.
b. Workers' Compensation. The Hospital shall provide workers' compensation
insurance coverage for its employees.
C. 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.
d. 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. "
7. Automatic Contract Extension. Notwithstanding Paragraph 4. (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 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.
Initials:
Contractor County Dept.
2
SPECIAL CONDITIONS
Number 24-573-3
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) .
8. Indemnification. General Conditions Paragraph 18. (Indemnification) is hereby deleted
and replaced with the following paragraph:
1118. Indemnification.
a. The Hospital shall defend, save harmless and indemnify the County and its
officers, agents and employees from all liabilities and claims for damages for
death, sickness or injury to persons or property, including without limitation,
all consequential damages, from any cause whatsoever arising from or connected
with the operations or the services of the Hospital hereunder, resulting from the
conduct, negligent or otherwise, of the Hospital, its agents or employees.
b. The County shall defend, save harmless and indemnify the Hospital and its
officers, agents and employees from all liabilities and claims for damages for
death, sickness or injury to persons or property, including without limitation,
all consequential damages, from any cause whatsoever arising from or connected
with the operations or the services of the County, resulting from the conduct,
negligent or otherwise, of the County or its employees. "
Initials:
Contractor County Dept.
3
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 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 budgetsrequired 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.
S. 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.
2
Cbntra'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 Staid d[ard 'Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
b. No person will publish or disclose or permit or cause to be published or disclosed, any list
of persons receiving services, except as may be required in the administration of such service. Contractor
agrees to inform all employees, agents and partners of the above provisions, and that any person
knowingly and intentionally disclosing such information other than as authorized by law may be guilty
of a misdemeanor.
17. Nondiscriminatory Services. Contractor agrees that all goods and services under this Contract
shall be available to all qualified persons regardless of age, sex, race, religion, color, national origin, or
ethnic background, or handicap, and that none shall be used, in whole or in part, for religious worship
or instruction.
18. Indemnification. The Contractor shall defend, indemnify,save, and hold harmless the County and
its officers and employees from any and all claims, costs and liability for any damages, sickness, death,
or injury to person(s) or property, including without limitation all consequential damages, from any cause
whatsoever arising directly or indirectly from or connected with the operations or services of the
Contractor or its agents, servants, employees or subcontractors hereunder, save and except claims or
litigation arising through the sole negligence or sole willful misconduct of the County or its officers or
employees. Contractor will reimburse the County for any expenditures, including reasonable attorneys'
fees, the County may make by reason of the matters that are the subject of this indemnification, and if
requested by the County will defend any claims or litigation to which this indemnification provision
applies at the-sole cost and expense of the Contractor.
19. Insurance. During the entire term of this Contract and any extension or modification thereof, the
Contractor shall keep in effect insurance policies meeting the following insurance requirements unless
otherwise expressed in the Special Conditions:
a. Liability Insurance. The Contractor shall provide comprehensive liability insurance,
including coverage for owned and non-owned automobiles, with a minimum combined single limit
coverage of$ 00,000 for all damages, including consequential damages, due to bodily injury, sickness or
disease, or death to any person or damage to or destruction of property, including the loss of use thereof,
arising from each occurrence. Such insurance shall be endorsed to include the County and its officers
and employees as additional insureds as to all services performed by Contractor under this agreement.
Said policies shall constitute primary insurance as to the County,.the State and Federal Governments,
and their officers, agents, and employees, so that other insurance policies held by them or their self-
insurance program(s) shall not be required to contribute to any loss covered under the Contractor's
insurance policy or policies.
b. Workers' Compensation. The Contractor shall provide workers' compensation insurance
coverage for its employees.
C. Certificate of Insurance. The Contractor shall provide the County with (a) certificate(s)
of insurance evidencing liability and worker's compensation insurance as required herein no later than
the effective date of this Contract. If the Contractor should renew the insurance policy(ies) or acquire
either a new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy
at any time during the term of this Contract, then Contractor shall provide (a) current certificate(s) of
insurance.
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Contra'.
ontra' 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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