HomeMy WebLinkAboutMINUTES - 11281995 - C54 TO: _ BOARD. OF SUPERVISORS
FROM: �ont a
Mark Finucane, Health Services Director Costa
DATE: November 13, 1995 County
SUBJECT:
Approval of Novation Contract #24-646-7 with
Villa Maria Management Corporation (dba Westwood)
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 #24-646-7 with Villa Maria Management Corporation (dba
Westwood) , for the period from July 1, 1995 through June 30, 1996,
with a payment limit of $822 ,960, for admission of, and treatment for,
mentally disturbed adults under age 65 who are in need of subacute
skilled nursing care in a facility known as an Institution for the
Mentally Diseased (IMD) . This Contract includes a six-month automatic
extension through December 31, 1996 with a payment limit of $411,480.
II. FINANCIAL IMPACT:
This Contract is included in the Health Services Department's Fiscal
Year 1995-96 Budget, and the funding source is County/Realignment
100%.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
Effective July 1, 1992 , State Mental Health Realignment Legislation
shifted responsibility for payment to providers from the State to the
Counties and required Counties to assume direct responsibility for
contracting with sub-acute skilled nursing facilities known as
Institutions for the Mentally Diseased (IMD's) .
On October 18, 1994, the Board of Supervisors approved Standard
Contract #24-646-6 with Villa Maria Management Corporation (dba ,
Westwood) . Novation Contract #24-646-7 replaces the six-month
automatic extension under the prior Contract.
CONTINUED ON ATTACHMENT: YES SIGNATURE: /
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ON , 019S
9s APPROVED AS RECOMMENDED 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.
CC:CC: Health Services (Contracts) ATTESTED X0:3 ,j 9 9,�
Risk Management Phil Batchelor,Clerk of the Board 61
Auditor-Controller Supervisors and County Administrator
Contractor
R
M382/7-e3 8Y DEPUTY
i
Contra Costa County STANDARD CONTRACT Number 24-646-7
Standard Form 1/87 (Purchase of Services) Fund/brg # 5984
NOVATION Account # 2320
1. Contract Identification. Other #
Department: Health Services - Mental Health Division
Subject: Admission of, and treatment for, mentally disturbed persons in need of
subacute skilled nursing care in a facility hereinafter known as an
Institution for the Mentally Diseased (IMD) .
2. Parties. The County of Contra Costa, California (CountAllagree
` r mise as follows:
Contractor: VILLA MARIA MANAGEMENT CORPORATION dba WESTWOOD
Capacity: California Non-profit Corporation TaxpayeL"ID # 94-2237903
Address: 4303 Stevenson Boulevard, Fremont, California 94538
3. Term. The effective date of this Contract is July 1. 1995 and it terminates
June 30, 1996 unless sooner terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not
exceed $822,960.
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.
rr ;
8. Proiect. This Contract g�mp1 ments in whole or in part the following described Project,
' ,e
the application and appr afl�&cu�utigSrvices
`s of which are incorporated herein by reference:
County's current Mental HealtY Performance Contract #29-469 (and any
modifications or revisions thereof) with the State Department of Mental Health, which
is on file in the office of County's Mental Health Director and incorporated herein by.
reference.
9. Legal Authority. This Contract is entered into under and subject to the following
legal authorities: Welfare and Institutions Code §5600 .et seq. (The Bronzan-
McCorquodale Act) ; California Code of Regulations, Title 22,` 972445; and California
Government Code §§ 26227 and 31000.
10. Signatures. These signatures attest the parties' agreement hereto:
COUN'T'Y OF CONTRA COSTA, CALIFORNIA
ATTEST: Phil Batchelor, Clerk of the Board
BOARD OF SUP VISORS of Supervisors and County Administrator
B ABy
Chairman/41W91e Deputy
CONTRACTOR
By By
(Designate business capacity A) (Designate business capacity B)
Note to Contractor. For corporations(profit and nonprofit),the coo wl sunt be signed by two officers. Stere A mart be that of the preid®t or vice-
presidwt and Skpata m B mast be that of the secretary or assistant secretary(CiQ Code Section 1190 and Corporations Code Section 313). AN sgnatww
mast be acknowledged as set forth on page two.
4
Contra Costa County Standard Form(Rev.1/95)
APPROVALS/ACKNOWLEDGMENT
Number 24-646-7
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
COUNTY TATTY CO TNSE
By By
Designee Deptity
APPROVED: COUNTY ADMINISTRATOR
By:
Designee
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
ss.
COUNTY OF CONTRA COSTA )
On , before me,
(insert name and title of the officer), personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS MY HAND AND OFFICIAL SEAL.
(Seal)
Signature
ACKNOWLEDGMENT(by Corporation, Pamienhip,or Individual)
(Civil Code§1189)
Contra Costa County PAYMENT PROVISIONS Standard Form 6/90
(Fee Basis Contracts)
Number 24-646-7
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. Fee rates as set forth in Service Plan Paragraph XI. (Fee Rates) .
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 15, 1996, 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 24-646-7
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.
Initials:
Contractor County Dept.
2
SERVICE PLAN
Number 24-646-7
I. Scope of Services. In accordance with directions issued by the State Department
of Mental Health, the purpose of this Contract between County and Contractor is to provide.
intensive treatment services for County-referred mentally disturbed persons who are in need
of sub-acute skilled nursing care in Contractor's facility which shall be known as an
Institution for the Mentally Diseased (IMD) . The goals of the IMD Program are as follows:
A. To assist Contra Costa County in efficiently and effectively managing
limited resources by providing an alternative to utilization of state hospital days and acute
hospital administrative days;
B. To increase the client's motivation and skills toward self-restoration;
C. To prevent or decrease the rate of decompensation, thus decreasing
placements at higher, more costly levels of care; and
D. To provide the intensive staffing required to supervise and treat
behavioral and medical conditions.
II. Licensing Requirements. Contractor's program shall be conducted in a facility
which is at all times in compliance with all licensing regulations for an IMD including but
not limited to, Title 22 of the California Code of Regulations, Section 72445, which includes
life skill training, money management, training on accessing community services, transitional
programs, and discharge planning with County staff. Contractor further agrees that its basic
services will also include reasonable access to required medical treatment and up-to-date
psychopharmacology, bilingual/bicultural programming and transportation to needed off-site
services.
Contractor warrants that it and all its employees have all necessary licenses and/or permits
required by the laws of the United States, the State of California, Contra Costa County, and
all other appropriate government agencies, and agrees to maintain these licenses and/or
permits in effect for the duration of this Contract. Failure to maintain these licenses
and/or permits shall constitute grounds for the termination of this Contract by County.
Contractor warrants that its facilities are wheelchair accessible.
III. Admission and Continued Stay Criteria. Contractor shall admit to its IMD,
patients with a DSM IV-R diagnosis, subject to the availability of a bed and in accordance
with the following criteria:
A. Admission for contracted services shall occur only upon the order of a
licensed Physician, with approval of County representative(s) .
B. Admission shall be available only to individuals in need of 24-hour skilled
nursing services, treatment and observation of mental illness or other related disorders.
Individuals with exclusively physical illnesses shall not be admitted.
C. Clients must exhibit behavioral symptoms which prohibit them from being
admitted into a lower level of care. Such symptoms may include suicidalness, combativeness,
elopement risk, and verbal abusiveness.
Initials:
Contractor County Dept.
1
SERVICE PLAN
Number 24-646-7
D. Clients exceeding the capabilities of the facility shall not be admitted.
In the event of unusual circumstances, Contractor shall cooperate with County's liaison in
the formal review of a denied admission.
In the case of an admission denial, at the request of County and within three (3) working
days of County's receipt of Contractor's written notification (which may be sent via FAX)
that it has denied admission to a client, County will notify Contractor of its desire to
appeal the denial. A meeting of representatives of County and Contractor will be arranged
as soon as practicable to review and discuss the denial and to seek resolution of the issues
so that, upon mutual agreement of the parties, Contractor may admit the client to its
facility.
E. Contractor reserves the right to conduct a pre-admission interview.
Contractor shall designate specific individuals responsible for admission intake, acceptance
of cases, and admission arrangements. Contractor shall conduct an interview with County-
referred clients, make a decision regarding admission of the client, and notify County of its
decision within three (3) working days of County's referral. Contractor shall notify County
in writing of a denied admission and shall include Contractor's reasons for the denial.
F. Services, benefits and facilities shall be provided to clients without
regard to race, creed, national origin, sex, age or physical or mental handicap. Contractor
agrees that it will not categorically deny admission of wheelchair-bound patients.
G. With prior written authorization of County and in accordance with Paragraph
IV. (Prior Authorization) below, transfers of clients among facilities within a contracted
corporation shall be arranged by mutual consent, and with notification to, and appropriate
input from, the client's conservator, significant family members, County liaison, and
specified individuals involved with client's treatment and support.
IV. Prior Authorization. Contractor shall obtain prior authorization from County
before admitting any Contra Costa County patient to its treatment program. County shall
appoint a County IMD Liaison who shall provide Contractor with a completed authorization form
prior to each patient admission. A patient may be admitted without a completed authorization
form on the basis of verbal authorization from County's IMD Liaison by mutual consent of
County and Contractor provided County supplies a completed form within three (3) days from
the date of admission.
V. Service Specifications. Contractor's Basic Title 22 Skilled Nursing
Facility/Special Treatment Program (SNF/STP) services shall include an individualized program
which shall, be based on meeting the specific needs of each patient which shall be identified
through patient assessments and a structured training regimen with individualized therapy to
assist clients in the development of new skills and in modifying behaviors that exclude them
from living in a lower level of care facility. Contractor's services hereunder shall
include, but may not be limited to, the following:
A. Self-Help Skills Training. Contractor shall provide self-help skills
training which shall include, but may not be limited to, the following:
1. Re-education of clients in Activities of Daily Living;
2. Supervision of medications and education regarding medications;
Initials:
Contractor County Dept.
2
SERVICE PLAN
Number 24-646-7
3. Money management;
4. Use of public transportation;
5. Use of community resources;
6. Behavior control and impulse control;
7. Frustration tolerance/stress management;
8. Mental health/substance abuse education;
9. Physical education; and
10. Health education, e.g. , AIDS, smoking, etc.
B. Behavioral Intervention Training. Contractor shall provide behavioral
intervention training which shall include, but may not be limited to, the following:
1. Behavior modification modalities;
2. Remotivation therapy;
3. Patient government activities;
4. Group counseling; and
5. Individual counseling.
C. Interpersonal Relationships. Contractor shall provide opportunities for
interpersonal relationships which shall include, but may not be limited to, the following:
1. Social counseling;
2. Educational and recreational therapy; and
3. Social activities such as outings and dances.
D. Pre-vocational Preparation Services. Contractor shall provide pre-
vocational preparation services which shall include, but may not be limited to, the following
activities:
1. Homemaking;
2. Work activity; and
3. Vocational counseling.
E. Pre-release Planning. Contractor shall provide the following pre-release
planning services:
1. Preparation for alternative (out-of-home) living;
2. Linkage to medical services in the community, as needed;
3. Medications needed at time of discharge; and
4. Linkage to County Case Management services.
F. Discharge Criteria and Planning.
1. Routine Discharges. Contractor shall initiate discharge planning at
the time of admission and the planning shall continue throughout the client's stay. The
treatment team, under the coordination of the Facility IMD Liaison, shall assist in
establishing an effective support network and outpatient services as available. The Facility
IMD Liaison shall coordinate his/her work with the client's physician, responsible party,
County .IMD Liaison, and appropriate social service agencies in planning and effecting
Initials:
Contractor County Dept.
3
SERVICE PLAN
Number 24-646-7
transfers or discharges. Records concerning discharges shall include, but may not be limited
to, the following:
a. • Discharge plans and goals shall be documented in the client's
record at admission and shall be updated quarterly.
b. Continuing re-evaluation of each client's discharge potential
shall be noted as specified in the Medi-Cal and Medicare regulations.
C. Contractor shall provide discharge summaries to County's
designated liaison within thirty (30) days of client's discharge from the IMD.
d. Contractor shall notify County of every regular discharge
within 24 hours of discharge;
2. Unanticipated Discharges. In the event of unanticipated discharge,
Contractor shall notify the client's physician and County's representative within 24 hours
of client's discharge. In the event that such discharge occurs after normal business hours,
Contractor may contact County's Psychiatric Emergency Service at Merrithew Memorial Hospital:
a. Contractor shall make its best efforts to assist County and
client's physician with an orderly transfer and shall provide County with advance notice of
client's impending discharge, if possible.
b. Contractor's nursing notes shall provide the documentation
supporting the rationale for discharge and details of the disposition. A completed transfer
form shall accompany the client to the receiving facility.
C. In the event that a client becomes Absent Without Leave (AWOL) ,
Contractor shall notify the County Crisis Unit, the attending physician, and the IMD Liaison
no later than twelve (12) hours after a client becomes AWOL.
3. Other Discharge Criteria.
a. In no case shall Contractor discharge clients for exhibiting
symptoms ordinarily attributed to mental disease, e.g. , lack of motivation. Clients who are
uncontrollably and persistently violent or who set fires may be considered for discharge
after discussion and coordination with County's IMD Liaison or his/her designee.
b. Clients shall be discharged from the IMD only upon the written
order of the attending physician or the IMD Medical Director.
C. If a client,has been voluntarily admitted to the IMD and wishes
to leave the facility without the order of his/her physician, the client must sign a
statement acknowledging departure from the IMD without a written physician order.
d. In the case of an untoward incident, e.g. , injury or death of
a client, the attending physician, and the IMD .Liaison shall be notified immediately.
Contractor shall provide a written report of the incident to the County IMD Liaison and the
attending physician within forty-eight .(48-) hours of the incident.
Initials:
Contractor County Dept.
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SERVICE PLAN
Number 24-646-7
e. Upon discharge or death of the client:
(1) Contractor shall refund:
(a) any unused funds received by the facility for the
client's bill to the payor source within 30 days.
(b) any entrusted funds held in an account for the
client to the client within three normal banking
days.
(2) Any money or valuables which were entrusted by the
client to the care of the IMD and stored at the IMD
shall be returned to the client upon demand in exchange
for a signed receipt.
G. Case Management.
1. Contractor shall provide ongoing assessment of need for case
management, Each client shall be reviewed by the treatment team upon admission and at least
quarterly to assure that all client needs are met.
2. The Facility IMD Liasion or his/her designee shall contact the
County-designated Case Management staff/liaison or Conservator when services are required.
Support staff shall hold regularly-scheduled meetings.
3. Subject to appropriate approvals for release of information, client
records shall be available to the County IMD Liaison and the County Utilization Review Staff,
as needed.
H. Medical Care of IMD Clients.
1. Emergency Care. In the event of a medical emergency, the Contractor
shall arrange for the client to be treated at the nearest medical facility which can provide
definitive treatment of the client's problem. When the client is stabilized, Contractor
shall notify the client's Conservator and the County's IMD Liaison prior to authorizing such
care.
2. Non-emergency Care. In the event that the client requires medical
care of a non-emergent nature, and the cost of such service may exceed $2,000, Contractor
must notify the client's Conservator and the Mental Health Medical Director.
I. Bilingual/Bicultural Programming. Contractor shall be responsible for
using available staff resources to provide Bilingual/Bicultural programming which shall
include, but may not be limited to: providing services to non-English-speaking clients in
their own languages and providing services that incorporate the cultural background of the
client, taking into consideration the language, family structure, religion, nutritional
habits, belief system, or other cultural needs of the client.
Initials:
Contractor County Dept.
5
SERVICE PLAN
Number 24-646-7
J. Clozaril Program. Contractor shall provide a Clozaril program for clients
which County identifies as treatment-appropriate. Contractor's Facility IMD Liasion shall.
obtain prior authorization from County's IMD Liaison for County's clients to participate in
the Clozaril program, and Contractor shall follow all Clozaril treatment protocols.
VI. Reporting of Services. Contractor shall report daily and/or monthly to County
via electronic transmission (Modem or FAX) , or via regular U.S. Mail, in a format specified
by County. Information shall include, but may not be limited to, the following:
A. Daily census detail including admissions, discharges and transfers within
facilities; and
B. Monthly summary statistics on diagnoses, average length of stay, and
medication utilization.
VII. Quality Assurance and Utilization Review Requirements. Contractor shall comply
with requirements and procedures established by the State, County, and Federal governments
for quality assurance and utilization review, including, but not limited to, submission of
periodic quality assurance reports to County; staff assignments for utilization review and
coordination of duties; use of standardized case record and treatment planning forms; peer
review; and medication monitoring. In addition, Contractor shall allow County-designated
employees access to Contractor's medical records for its IMD clients.
VIII. Psychopharmacology. Contractor shall, through its Medical Director, maintain
appropriate medication regimens for its IMD clients. Contractor's Medical Director, or
designated Psychiatrist, shall be well-versed in the clinical indications for, and use of,
effective medications including .Clozapine and/or other innovative treatments of mental
disease.
IX. Conservatorship Hearings. Contractor shall make its best efforts to ensure that
client's attending physician, or his/her designee, attend conservatorship hearings.
X. Service Unit Definition. A unit of service for payment and reporting purposes
shall be known as one "client-day" which is defined as one calendar day during which
Contractor provides program services to a client under this Contract, EXCEPT THAT the day of
a client's discharge from the program shall not be considered a "client-day" and Contractor
shall not charge County for that calendar day.
XI. Fee Rates. Subject to the Contract Payment Limit, County shall pay Contractor
at the following fee rates for County-authorized clients who are admitted to, and receive
care and treatment in, Contractor's IMD:
A. Amounts. $98.03 ger client per unit of service, for clients who are
enrolled in and who receive the Basic Title 22 SNF/STP care and treatment authorized by
County.
Initials:
Contractor County Dept.
6
SERVICE PLAN
Number 24-646-7
B. Prior Authorization. County shall pay Contractor the above specified fee
rates for Basic Title 22 SNF/STP Services for all clients who are referred to Contractor and
are authorized by County's Mental Health Director or his/her designee prior to admission to
Contractor's facility for care and treatment under this Contract in Contractor's Basic Title
22 SNF/STP Service Program as described in Service Plan Paragraph V. (Service
Specifications) .
C. Unoccupied Beds. County shall reimburse Contractor at the Medi-Cal bed
hold rate (Title 22 of the California Code of Regulations, Section 51535.1) for beds which
are unoccupied as a result of approved temporary client absences, as determined by Contractor
and County to be appropriate. In order for Contractor to receive reimbursement hereunder,
Contractor shall immediately notify County's Designated Mental Health Liaison and shall
obtain authorization from County to hold a bed during a temporary client absence.
Initials:
Contractor County Dept.
7
SPECIAL CONDITIONS
Number 24-646-7
1. Novation. The parties having entered into a prior Contract #24-646-6 for the
period from July 1, 1994 through June 30, 1995 (which contained provision for an automatic.
six-month contract extension for the period from July 1, 1995 through December 31, 1995) ,
County and Contractor hereby agree to substitute this Contract #24-646-7 for the aforesaid
six-month automatic contract extension. Effective July 1, 1995, all contract rights and
obligations of the parties will be governed by this Contract #24-646-7.
2. 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.
3. Insurance Requirements. Paragraph 19. (Insurance) of the General Conditions is
hereby modified by the addition of a subparagraph e. to read as follows:
"e. Professional Liability Insurance. Contractor shall provide and keep in
effect a policy or policies of professional liability insurance including
coverage against errors and omissions (malpractice) with a minimum coverage limit
of $1,000,000 per occurrence/$3,000,000 annual aggregate for all damages
resulting from professional services provided by Contractor. Not later than the
effective date of this Contract, Contractor shall provide County with a
certificate(s) of insurance if there is any change in coverage. "
4. Adjustments for Erroneous Demands and Payments.
a. If any payments are demanded by Contractor in violation of the terms of
this Contract (including all applicable statutes, regulations, guidelines, bulletins, and
circulars) , or if County determines that any payment amounts received by Contractor are
erroneous or otherwise invalid, County may deduct the amount of such erroneous payments from
payments otherwise payable to Contractor in order to recover any such amount erroneously paid
in the current or preceding fiscal years.
No such action taken by County shall entitle Contractor to reduce program operations or
salaries, wages, fringe benefits, or services for any program participant, or client,
including Contractor's staff. Any such reduction in services may be deemed sufficient cause
for termination of this Contract. Within thirty (30) days of request by County, Contractor
shall reimburse County for any such erroneous payments which are in violation of this
Contract.
b. Contractor shall indemnify County fully and completely for any repayment
of funds made by the County to the State or Federal governments after it has been determined
that such repayment is required from the County due to erroneous, unauthorized or illegal
payment demands by Contractor. The State or Federal government's determination as to the
necessity for any such repayment shall be conclusive as between County and Contractor.
Initials:
Contractor County Dept.
1
SPECIAL CONDITIONS
Number 24-646-7
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.
6. Automatic Contract Extension. Notwithstanding Paragraph 3. (Term) of this
Contract, unless this Contract is terminated by either party pursuant to General Conditions
Paragraph 5. (Termination) prior to June 30, 1996, the term of this Contract shall be
automatically extended from June 30, 1996 through December 31, 1996. 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 $411,480 (the six-month Payment Limit) and County's total
payments to Contractor for the six-month period from June 30, 1996 through December 31, 1996
shall not exceed this six-month Payment Limit, subject, nevertheless, to the aforesaid
novation or renewal contract.
b. County shall continue to pay Contractor in accordance with Paragraph 5.
(County's Obligations) of this Contract at the rates set forth in Service Plan Paragraph XI.
(Fee Rates) , 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 Contract
Paragraph 3. (Term) .
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 allcosts
and charges thereunder.'
This special condition is in addition to any and all other terms regarding the maintenance or retention
of records under this Contract and is binding on the heirs, successors, assigns and representatives of
Contractor.
4. Reporting Requirements. Pursuant to Government Code Section 7550, Contractor shall include
in all documents or written reports completed and submitted to County in accordance with this Contract,
a separate section listing the numbers and dollar- amounts of all contracts and subcontracts relating to
the preparation of each such document or written report. This section shall apply only if the payment
limit under this Contract exceeds $5,000.
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Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
5. Termination.
a., Written Notice. This Contract may be terminated by either party, at their sole discretion,
upon thirty-day advance written notice thereof to the other, and may be cancelled immediately by written
mutual consent.
b. Failure to Perform. The County, upon written notice to Contractor, may immediately
terminate this Contract should the Contractor fail to perform properly any of its obligations hereunder.
In the event of such termination, the County may proceed with the work in any reasonable manner it
chooses. The cost to the County of completing Contractor's performance shall be deducted from any sum
due the Contractor under this Contract, without prejudice to the County's rights otherwise to recover
its damages.,
C. Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the event that Federal,
State, or other non-County funding for this Contract ceases, this Contract is terminated without notice.
6. Entire Agreement. This Contract contains all the terms and conditions agreed upon by the parties.
Except as expressly provided herein, no other understanding, oral or otherwise, regarding the subject
matter of this Contract shall be deemed to exist or to bind any of the parties hereto.
7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures
and budgets required by this Contract, including but not limited to, monitoring, evaluating, auditing,
billing, or regulatory changes, may be developed and set forth in a written Informal Agreement between
the Contractor and the County. Such Informal Agreements shall be designated as such and shall not be
amendments to this Contract except to the extent that they further detail or clarify that which is already
required hereunder. Such Informal Agreements may not enlarge in any manner the scope of this
Contract, including any sums of money to be paid the Contractor as provided herein. Informal
Agreements may be approved and signed by the head of the County Department for which this Contract
is made or his designee.
8. Modifications and Amendments.
a. General Amendments. This Contract may be modified or amended by a written document
executed by the Contractor and the Contra Costa County Board of Supervisors or, after Board approval,
by its designee, subject to any required State or Federal approval.
b. Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and
the Service Plan may be amended by a written administrative amendment executed by the Contractor
and the County Administrator or his designee, subject to any required State or Federal approval,
provided that such administrative amendments may not materially change the Payment Provisions or the
Service Plan.
9. Disputes. Disagreements between the- County and Contractor concerning the meaning,
requirements, or performance of this Contract shall be subject to final determination in writing by the
head of the County Department for which this Contract is made or his designee or in accordance with
the applicable procedures (if any) required by the State or Federal Government.
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Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
10. Choice of Law and Personal Jurisdiction.
a. This Contract is made in Contra Costa County and shall be governed and construed in
accordance with the laws of the State of California.
b. Any action relating to this Contract shall be instituted and prosecuted in the courts of
Contra Costa County, State of California.
11. Conformance with Federal and State Regulations and Laws. Should Federal or State regulations
or laws touching upon the subject of this Contract be adopted or revised during the term hereof, this
Contract shall be deemed amended to assure conformance with such Federal or State requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General Conditions, inspections
or approvals, or statements by any officer, agent or employee of the County indicating the Contractor's
performance or any part thereof complies with the requirements of this Contract, or acceptance of the
whole or any part of said performance, or payments therefor, or any combination of these acts, shall not
relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the County be thereby
estopped from bringing any action for damages or enforcement arising from any failure to comply with
any of the terms and conditions of this Contract.
13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns and
representatives of Contractor. The Contractor shall not enter into subcontracts for any work
contemplated under this Contract and shall not assign this Contract or monies due or to become due,
without the prior written consent of the County Administrator or his designee, subject to any required
State or Federal approval.
14. Independent Contractor Status. This Contract is by and between two independent contractors and
is not intended to and shall not be construed to create the relationship between the parties of agent,
servant, employee, partnership, joint venture or association.
15. Conflicts of Interest. Contractor, its officers, partners, associates, agents, and employees, shall
not make, participate in making, or in any way attempt to use the position afforded them by this
Contract to influence any governmental decision in which he or she knows or has reason to know that
he or she has a financial interest under California Government Code Sections 87100, et seq., or
otherwise.
16. Confidentiality. Contractor agrees to comply and to require its officers, partners, associates,
agents and employees to comply with all applicable State or Federal statutes or regulations respecting
ft
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 certificate(s) 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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