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HomeMy WebLinkAboutMINUTES - 03161993 - 1.46 - 1 To: BOARD OF SUPERVISORS 6� } FROM: Mark Finucane, Health Services Director Contra By: Elizabeth A. Spooner, Contracts Administrator COSta DATE: March 3, 1993 County SUBJECT: Approval of Standard Contract #24-468-5 with California Detoxification Programs, Inc. SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION I. RECOMMENDED ACTION: Approve and authorize the Chair, Board of Supervisors, to execute on behalf of the County, Standard Contract #24-468-5 with California Detoxification Programs, Inc. in the amount of $19,998 for the period from January 1, 1993 through June 30, 1993 for heroin detoxification 'services for Contra Costa Health Plan Members. This document includes a six-month automatic extension from June 30, 1993 through December 31, 1993 in the amount of $19,998. II. FINANCIAL IMPACT: This Contract is funded by the Contra Costa Health Plan. Its continuation is essential to the Health Plan because of a Federal requirement that substance abuse detoxification services be provided in a Federally-qualified health maintenance organization. The funding for this Contract is included in the Department's FY 1992-93 Budget. III. REASONS FOR RECOMMENDATIONS/BACKGROUND: On January 14 , 1992, the Board approved Contract #24-468-4 with California Detoxification Programs, Inc. , for heroin detoxification treatment services at the Pittsburg Methadone Clinic and at the Richmond Methadone Clinic for Health Plan members under the Basic Adult Care (BAC) program, as modified by the Board of Supervisors in September 1992 . Approval of Standard Contract #24-468-5 will continue the Contractor's treatment services through June 30, 1993 . CONTINUED ON ATTACHMENT: YES SIGNATUR Q RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMME AT ON OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S) ACTION OF BOARD ON // eoaonvrn AS nrCnuurw.nr-.. OTHER VOTE OF SUPERVISORS X_ 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 OF SUPERVI RS ON THE DATE SHOWN. Contact: Chuck Deutschman (313-6350) � � � CC: Health Services (Contracts) ATTESTED Risk Management Phil Batchelor,Clerk of the Board of Auditor-Controller Supervisors and County Administrator Contractor M382/7-83 BY Awn DEPUTY Contra Costa County 1 -46 Number 24-468-5 'Standard Form 1/87 STANDARD CONTRACT Fund/Org # 5936 (Purchase of Services) Account # 2320 1. Contract Identification. Other # Department: Health Services - Drug Abuse Program Subject: Basic Adult Care (BAC) Heroin Detoxification Services for Contra Costa Health Plan Members 2. Parties. The County of Contra Costa, California (County) , for its Department named above, and the following named Contractor mutually agree and promise as follows: Contractor: CALIFORNIA DETOXIFICATION PROGRAMS, INC. Taxpayer ID: Capacity: Corporation (private-for-profit) Federal # 94-2768374 Address: 45 Franklin Street, 3rd Floor State # 293-900-4 San Francisco, California 94102 3. Term. The effective date of this Contract is January 1. 1993 and it terminates June 30. 1993 unless sooner terminated as provided herein. 4. Payment Limit. County's total payments to Contractor under this Contract shall not exceed $19,998. 5. County's Obligations. County shall make to the Contractor those payments described in the Payment Provisions attached hereto which are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 6. Contractor's Obligations. Contractor shall provide those services and carry out that work described in the Service Plan attached hereto which is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 7. General and Special Conditions. This Contract is subject to the General Conditions and Special Conditions (if any) attached hereto, which are incorporated herein by reference. 8. Project. This Contract implements in whole or in part the following described Project, the application and approval documents of which are incorporated herein by reference: Not Applicable. 9. Legal Authority. This Contract is entered into under and subject to the following legal authorities: California Government Code Section 26227; Welfare and Institutions Code Sections 5614 and 16717. 10. Signatures. These signatures attest the parties' agreement hereto: COUNTY OF CONTRA COSTA, CALIFORNIA ATTEST: Phil Batchelor, Clerk of the Board BOARD OF SUPERVISORS of Supe7s s and QountV Administrator By ,A :Z �'� By. Chairman/Designee Deputy CONTRACTOR - By y CT (Designate business capacity A) (Designate business capacity B) Note to Contractor: For corporations (profit or 000profit), 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 24-468-5 APPROVALS RECOMMENDED Y DEPAR ENT FORM APPROVED B C Gam+t�G S B Y De ignee APPROVED: COUNTY ADMINISTRATOR '�� A By ACKNOWLEDGEMENT State of California ACKNOWLEDGEMENT (By Corporation, Partnership, or Individual) County of C0n-E1-0.. l2 o-� The person(s) signing above for Contractor, personally known to me in the individual or business capacity(ies) stated, or proved to me on the basis of satisfactory evidence to be the stated individual or the representatives) of the partnership or corporation named above in the capacity(ies) stated, personally appeared before me today and acknowledged that he/she/they executed it, and acknowledged to me that the partnership named above executed it or acknowledged to me that the corporation named above executed it pursuant to its bylaws or a resolution of its board of directors. Dated: El,h .2S 1 9 9 3 [Notarial Seal) E{i7Al�eth P11-'. Spooner Depu y County Clerk . ..;!uty Cour.'• Clerk Contra Costa County, CA -2- Contra Costa County PAYMENT PROVISIONS Standard Form 6/90 (Fee Basis Contracts) Number 24-468-5 1. Payment Amounts. Subject to the Payment Limit of this Contract and subject to the following Payment Provisions, County will pay Contractor the following fee as full compensation for all services, work, expenses or costs provided or incurred by Contractor: [Check one alternative only. ] [ ] a. $ 3.333.00 monthly, or [ J b. $ per unit, as defined in the Service Plan, or [ ] c. $ after completion of all obligations and conditions herein. 2. Payment Demands. Contractor shall submit written demands. Said demands shall be made on County Demand Form D-15 and in the manner and form prescribed by County. Contractor shall submit said demands for payment no later than 30 days from the end of the month in which the contract services upon which such demand is based were actually rendered. Upon approval of said payment demands by the head of the County Department for which this Contract is made, or his designee, County will make payments as specified in Paragraph 1. (Payment Amounts) above. 3. Penalty for Late Submission. When Contractor fails to submit to County a timely demand for payment as specified in Paragraph 2. (Payment Demands) above, and as a result of Contractor's late submission the County is unable to obtain reimbursement from the State of California or otherwise; to the extent the County's recovery of funding is prejudiced, County shall not pay Contractor for such services, even though such services were fully provided. 4. Right to Withhold. County has the right to withhold payment to the Contractor when, in the opinion of the County expressed in writing to the Contractor, (a) the Contractor's performance, in whole or in part, either has not been carried out or is insufficiently documented, (b) the Contractor has neglected, failed or refused to furnish information or to cooperate with any inspection, review or audit of its program, work or records, or (c) Contractor has failed to sufficiently itemize or document its demand(s) for payment. 5. Audit Exceptions. Contractor agrees to accept responsibility for receiving, replying to, and/or complying with any audit exceptions by appropriate County, State or Federal audit agencies occurring as a result of its performance of this Contract. Contractor also agrees to pay to the County within 30 days of demand by County the full amount of the County's obligation, if any, to the State and/or Federal government resulting from any audit exceptions, to the extent such are attributable to the Contractor's failure to perform properly any of its obligations under this Contract. Initials: Contractor County Dept. SERVICE PLAN Number 24-468-5 1. Scope of Services. Contractor shall provide heroin detoxification treatment services, in accordance with its State-approved heroin detoxification program protocols, to residents of Contra Costa County who are eligible for services (i.e. , who are enrolled in County's Contra Costa Health Plan) under County's Basic Adult Care (BAC) Program [also known as the Medically Indigent Adult (MIA) Program] and who are referred to Contractor by County's BAC Program. Contractor shall provide said treatment services at: (1) Pittaburg Methadone Clinic, 45 Civic Avenue, Pittsburg, California, and (2) Richmond Methadone Clinic, 2910 Cutting Boulevard, Richmond, California. Contractor shall make its Admission Policy, which is incorporated herein by reference, available to the public for inspection. 2. Service Specifications. During the term of this Contract, Contractor shall provide the above-specified heroin detoxification treatment services for qualified persons who are enrolled in the Contractor Costa Health Plan (CCHP) and who are referred to Contractor by County's BAC Program for such services. In providing these treatment services, Contractor shall: a. Comply with all County, State and Federal regulations, standards, and policies governing heroin detoxification treatment programs, including, but not limited to, Health and Safety Code, Division 10.5, Part 3 (Section 11860 et seq.) ; Welfare and Institutions Code Division 5, Part 2 (Section 5600 et seq.) , Division 9, Part 3, Chapter 7 (Section 14000 et seq. ) , Part 4.5 (Section 16700 et seq. ) ; California Code of Regulations, Title 9, Chapter 1, Subchapter 3 (Section 500 et seq.) , Chapter 4 (Section 9000 et seq. ) , Title 22, Division 3, Subdivision 1 (Section 50000 et seq. ) ; and related letters issued by the State Health Services Agency, the State Department of Mental Health, and the State Department of Alcohol and Drug Programs, as shall be specified and provided by County for Contractor's compliance; b. Notify County's Substance Abuse Division Director of Contractor's intent to amend, delete, or otherwise alter its State-approved protocols for detox program operations; C. Provide County's Substance Abuse Division Director with current copies of all required protocols and licenses including, but not limited to, its State-approved protocol for detox programs, State licenses to operate each heroin detox clinic, F.D.A. approval of use of methadone in its treatment program, and DEA Form 224 "Application for Registration Under Controlled Substances Act of 1970"; d. Cooperate with County, State and Federal agencies in reviewing the detox programs for compliance with County, State, and. Federal standards and regulations. Contractor shall notify County's Substance Abuse Division Director of all impending program reviews and/or visits, invite participation of County's Substance Abuse Division Director in all exit interviews following said reviews and/or visits, and provide County's Substance Abuse Division Director with copies of all findings or other documents detailing or summarizing the results of said reviews and/or visits; and e. Notify County's Substance Abuse Division Director in writing of its intent to seek new drug abuse treatment clinic locations in Contra Costa County. Contractor's clinics shall not be relocated without the prior written approval of County's Substance Abuse Division Director. Initials: Co� 1 Co tractor County Dept. I SERVICE PLAN Number 24-468-5 3. Service Eligibility. In accordance with Title 22, Section 51328, Contractor may provide heroin detoxification treatment services as specified above, for any such client without prior authorization from County. Contractor shall provide approximately 93 treatment episodes during the six-month term of this Contract for an average of 15 eligible clients per month. 4. Service Unit Definition. One unit of service for reporting and payment purposes, shall be defined as the provision of heroin detoxification treatment services as defined above to one eligible client during one or more visits by the client in a single day. 5. Number of Service Units. Contractor shall provide at least 1.667 units of service during the six-month term of this Contract. 6. Contract Performance Reports and Settlement. a. Contract Performance Reports. Contractor shall prepare and submit to County such periodic performance progress reports as may be required by County's Health Services Department Director, or his designee. No later than August 15, 1993, or forty-five (45) calendar days following the termination of this Contract, whichever comes first, Contractor shall prepare and submit to County a Final Contract Performance Report, in the form and manner prescribed by County, specifying the total number of service units that have actually been provided by Contractor under this Contract from January 1, 1993 through June 30, 1993. b. Settlement Procedure. If said Final Contractor Performande Report shows that Contractor has failed to actually provide the minimum number of service units specified above (i.e. , the full target number of 1,667 service units) , then Contractor shall pay to County a settlement amount at the rate of $12.00 per service unit for the number of service units that Contractor has failed to actually provide hereunder up to the target number. If this Contract is terminated prior to June 30, 1993, the minimum number of service units (full target number) shall be prorated based on the ratio of the total number of days in the actual Contract term to 183 days. 7. Program Objectives and Performance Evaluation. Contractor shall provide the above program services so as to achieve the service program objectives set forth in the Department's Contract Performance Plan for this Contract which is on file in the Department's Substance Abuse Division and which is incorporated herein by reference. Contractor's performance under this Contract shall be evaluated by County on the basis of: a. The degree to which each specified service program objective was actually achieved, and b. The total number of service units that were actually provided by Contractor hereunder. 8. Clearances for Physicians and Clinical Psychologists. Prior to hiring as an employee (or otherwise procuring the services of or contracting wth) any physician or Initials: �. 2 Contractor County Dept. 1 SERVICE PIAN Number 24-468-5 licensed psychologist to provide services under this Contract, Contractor shall make a formal inquiry to the California State Board of Medical Quality Assurance (BMQA) pursuant to Section 805.5 of the California Business and Professions Code in order to determine whether or not that person has been denied staff privileges, has been removed from a medical staff, or has had his or her staff privileges or license restricted suspended, or revoked, as provided by Section 805 of the Business and Professions Code. Contractor shall make such inquiry regarding any physician or licensed psychologist who is currently employed by or under contract with Contractor, if Contractor has not yet made such inquiry. Should Contractor obtain an adverse report from BMQA regarding any physician or psychologist and should Contractor still desire to employ or contract with such person to provide services under this Contract, Contractor shall so notify County's Mental Health Director in writing within 15 working days subsequent to obtaining an adverse report on such a person and at least 15 working days prior to allowing such a person who is newly employed or retained to start work. Initials: 3 Contractor County Dept. SPECIAL CONDITIONS Number-24-468-5 1. Automatic Contract Extension. Notwithstanding Paragraph 3. (Term) of this Contract, unless this Contract is terminated by either party pursuant to Paragraph 5. (Termination) of the General Conditions prior to June 30, 1993, the term of this Contract shall be automatically extended from June 30, 1993 through December 31, 1993. During its extended term, this contract is nevertheless subject to all the terms and conditions applicable during its initial term, including but not limited to General Conditions Paragraph 5. (Termination) , except as to payment for services rendered during the extended term. The purpose of this automatic six-month extension is to allow for continuation of services as specified in this Contract, to avoid interruption of payment to Contractor, and to allow County time in which to complete a novation or renewal contract for Contractor and County Board of Supervisors approval. As to any such six-month extension: a. The Contract Payment Limit, specified in Paragraph 4. (Payment Limit) of this Contract, is increased by $19,998 (the six-month Payment Limit) and County's total payments to Contractor for said six-month extension shall not exceed this six-month Payment Limit, subject, nevertheless, to the aforesaid novation or renewal contract. b. County shall pay Contractor as set forth in Payment Provisions Paragraph l.a. (Payment Amounts) , subject to the six-month Payment Limit specified above. C. Contractor shall continue to provide services as set forth in the Service Plan, subject to any amendments thereto. d. Contractor shall provide not less than 1.667 service units (set forth in the Service Plan) for the six-month period. e. This six-month contract extension shall be subject to any further agreement (novation) which Contractor and County may enter into covering the provision of services during the contract period immediately following the contract period specified in Paragraph 3. (Term) . 2. Protection of Property and Equipment. Throughout the term of this Contract, and any modification or extension thereof, Contractor shall: a. Cooperate with County in tagging and appropriately identifying all program property and equipment loaned by County for use by Contractor or acquired with Contract funds. b. Establish a property management control system to ensure adequate safeguards to prevent loss, theft, or damage to property, and maintain all equipment in good working repair at all times. C. Investigate, fully document, and immediately report to appropriate police agencies and/or County any loss, theft, or damage to property and equipment. Contractor shall repair or replace all such items within 60 days with items of comparable quality and value. Initials: Contractor County Dept. 1 SPECIAL CONDITIONS Number-24-468-5 d. Maintain accurate records of all equipment and other such property loaned by County for use by Contractor or acquired with Contract funds, including property description, identification numbers, acquisition date and cost, source, location, use, condition and disposition. 3. 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. 4. Modified Insurance Requirements. Paragraph 19 (Insurance) of the General Conditions is modified by the addition of a subparagraph e. to read as follows: "e. Professional Liability Insurance. The Contractor shall provide professional liability insurance with a minimum coverage limit of $1,000,000 per occurrence for all damages or losses because of errors, omissions, or malpractice arising from the provision of professional services under this Contract." 5. Contra Costa Health Plan Subcontract Requirements. This contract is subject to the attached Contra Costa Health Plan Subcontract Requirements, Attachment A, which is incorporated herein by reference. 6. Endorsements. Contractor shall not in its capacity as a contractor with Contra Costa County publicly endorse or oppose the use of any particular brand name or commercial product without the prior approval of the Board of Supervisors. In its County contractor capacity, Contractor shall not publicly attribute qualities or lack of qualities to a particular brand name or commercial product in the absence of a well-established and widely-accepted scientific basis for such claims or without the prior approval of the Board of Supervisors. In its County contractor capacity, Contractor shall not participate or appear in any commercially-produced advertisements designed to promote a particular brand name or commercial product, even if Contractor is not publicly endorsing a product, as long as the Contractor's presence in the advertisement can reasonably be interpreted as an endorsement of the product by or on behalf of Contra Costa County. Notwithstanding the foregoing, Contractor may express its views on products to other contractors, the Board of Supervisors, County officers, or others who may be authorized by the Board of Supervisors or by law to receive such views. Initials: Contractor County Dept. 2 ATTACHMENT A CONTRA COSTA HEALTH PLAN SUBCONTRACT REQUIREMENTS Number 24-468-5 Pursuant to State Department of Health/County Contract #88-94695 (County #29-609-35) , effective January 1, 1989, (or the latest revision) Article X, Subcontracts; requirements of the Waxman-Duffy Prepaid Health Plan Act, (1972) and Knox-Keene Health Care Service Plan Act of 1975; Federal Regulations: 42 CFR 431.504; State Law: W&I Code, Section 14452; State Regulations: Title 22, CAC, Section 53250, the following subcontract requirements are incorporated into the contract referenced by number above: 1. Contractor shall be subject to and comply with all Federal, State, and local laws and regulations and contractual obligations incumbent upon the County under County Contract #29-609-35 and any subsequent amendment thereto. 2. A Contractor providing any basic health care service to Contra Costa Health Plan members (Plan members) shall meet all of the requirements of Chapters 3 and 4, Subdivision 1, Division 3, Title 22, C.A.C. (commencing with Section 51001) which relate to the services the Contractor provides. This specifically includes the requirements of Title 22, C.A.C. Section 53250(e) , a copy of which is attached hereto and incorporated herein by reference as Exhibit A. 3. Contracts shall be public records on file with the State Department of Health Services. The names of the officers and owners of the Contractor, stockholders owning more than ten percent of the stock issued by the Contractor, and major creditors holding more than five percent of the debt of the Contractor are: Owners/Officers: Stockholders owning more than 10% of stock: Creditors holding more than 5% of debt: 4. County and Contractor agree that Contractors compensation hereunder shall not be based in any way on a percentage of the County's compensation from the State Department of Health Services; this agreement does not preclude the establishment of Contractor's rate based on capitation payments pursuant to Welfare and Institutions Code Section 14453. 5. Contractor agrees to submit reports or abstracts of treatment records in relation to Plan members, as appropriate and required by County. 6. Contractor will allow inspection, examination, or copying of financial books and records relating to Plan members or Plan services by the County, the State Department of Health Services, the State Department of Corporations, the U.S. Department Health and Human Services, or their duly authorized representatives. Such books and records shall be made available at all reasonable times at the Contractor's place of business; in a form maintained in accordance with general standards, for a term of at least five ears from the close of State's fiscal year in which this Contract is in effect. Initials: ��- Contractor County Dept. -1- ATTACHMENT A CONTRA COSTA HEALTH PLAN SUBCONTRACT REQUIREMENTS 7. Contractor shall not make assignment and/or delegation of this Contract unless it has obtained prior written approval of the other party, the County, and State Department of Health Services. 8. Contractor will hold harmless both the State and Plan members in the event the County cannot or will not pay for services performed for Plan members pursuant to this Contract. 9. Contractor will notify the Department of Health Services and Commissioner of Corporations in the event this Contract is amended or terminated. Notice is considered given when deposited in the U.S. Registered Mail, first class postage prepaid, addressed as follows: Organized Health Services HMO Unit Department of Corporations Department of Health Services 600 South Commonwealth 714 P Street Los Angeles, California 90005 Sacramento, California 95814 10. Nondiscrimination Requirements. a. Nondiscrimination Clause (OCP-1) . (1) During the performance of this Contract, Contractor and its subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical. handicap, medical condition, marital status, age (over 40) or sex. Contractor and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination. Contractors and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq. ) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.) . The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990, set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (2) This Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Contract. b. Nondiscriminatory Services. The Contractor will not discriminate against Contra Costa Health Plan members or eligible beneficiaries because of race, color, creed, religion, ancestry, marital status, sexual orientation, national origin, age, sex, or physical or mental handicap in accordance with Title VI of the Civil Rights Act of 1964, 42 USC Section 2000d rules and regulations promulgated pursuant thereto, or as otherwise provided by law or regulation. Initials: Contractor County Dept. -2- ATTACHMENT A CONTRA COSTA HEALTH PLAN SUBCONTRACT REQUIREMENTS C. Discrimination Complaints. The Contractor agrees that copies of all grievances alleging discrimination against Contra Costa Health Plan members or eligible beneficiaries because of race, color, creed, sex, religion, age, national origin, ancestry, marital status, sexual orientation, or physical or mental handicap shall be forwarded to the Health Services Director for review and appropriate action. 11. Confidentiality. Contractor agrees to comply with all applicable State or Federal statutes or regulations respecting confidentiality, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that: a. All records concerning any individual made or kept by Contractor relations to services provided under this Contract will be confidential, and will not be open to examination for any purpose not directly connected with the administration of such service. b. No person will publish or disclose any list of persons receiving services, except as may be required in the administration of such service. Initials: Contractor County Dept. -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 Reouirements. 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 i 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. 2 Contra Costa County Standard Form 1/87 GENERAL CONDITIONS (Purchase of Services) 10. Choice of Law and Personal Jurisdiction. a. This Contract is made in Contra Costa County and shall be governed and construed in accordance with the laws of the State of California. b. Any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, State of California. 11. Conformance with Federal and State Regulations and Laws. Should Federal or State regulations or laws touching upon the subject of this Contract be adopted or revised during the term hereof, this Contract shall be deemed amended to assure conformance with such Federal or State requirements. 12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General Conditions, inspections or approvals, or statements by any officer, agent or employee of the County indicating the Contractor's performance or any part thereof complies with the requirements of this Contract, or acceptance of the whole or any part of said performance, or payments therefor, or any combination of these acts, shall not relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the County be thereby estopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract. 13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract or monies due or to become due, without the prior written consent of the County Administrator or his designee, subject to any required State or Federal approval. 14. Independent Contractor Status. This Contract is by and between two independent contractors and is not intended to and shall not be construed to create the relationship between the parties of agent, servant, employee, partnership, joint venture or association. 15. Conflicts of Interest. Contractor, its officers, partners, associates, agents, and employees, shall not make, participate in making, or in any way attempt to use the position afforded them by this Contract to influence any governmental decision in which he or she knows or has reason to know that he or she has a financial interest under California Government Code Sections 87100, et seq. , or otherwise. 16. Confidentiality. Contractor agrees to comply and to require its officers, partners, associates, agents and employees to comply with all applicable State or Federal statutes or regulations respecting confidentiality, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that: a. All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purpose not directly connected with the administration of such service. 3 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. 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. 4 Contra Costa County Standard Form 1/87 GENERAL CONDITIONS (Purchase of Services) 20. Notices. All notices provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the County shall be addressed to the head of the County Department for which this Contract is made. Notices to the Contractor shall be addressed to the Contractor's address designated herein. The effective date of notice shall be the date of deposit in the mails or of other delivery, except that the effective date of notice to the County shall be the date of receipt by the head of the County Department for which this Contract is made. 21. Primacy of General Conditions. Except for Special Conditions which expressly supersede General Conditions, the Special Conditions (if any) and Service Plan do not limit any term of the General Conditions. 22. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased by County under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure to continue purchase of all or any such services from Contractor. 23. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue & Taxation Code Section 107) , such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest. Contractor agrees that this provision complies with the notice requirements of Revenue & Taxation Code Section 107.6, and waives all rights to further notice or to damages under that or any comparable statute. 24. No Third-Party Beneficiaries. Notwithstanding mutual recognition that services under this Contract may provide some aid or assistance to members of the County's population, it is not the intention of either the County or Contractor that such individuals occupy the position of intended third-party beneficiaries of the obligations assumed by either party to this Contract. 25. Cop-vrights 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. 5