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.
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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
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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.
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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.
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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.
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ATTACHMENT A
CONTRA COSTA HEALTH PLAN SUBCONTRACT REQUIREMENTS
7. Contractor shall not make assignment and/or delegation of this Contract unless it
has obtained prior written approval of the other party, the County, and State Department of
Health Services.
8. Contractor will hold harmless both the State and Plan members in the event the
County cannot or will not pay for services performed for Plan members pursuant to this
Contract.
9. Contractor will notify the Department of Health Services and Commissioner of
Corporations in the event this Contract is amended or terminated. Notice is considered given
when deposited in the U.S. Registered Mail, first class postage prepaid, addressed as
follows:
Organized Health Services HMO Unit Department of Corporations
Department of Health Services 600 South Commonwealth
714 P Street Los Angeles, California 90005
Sacramento, California 95814
10. Nondiscrimination Requirements.
a. Nondiscrimination Clause (OCP-1) .
(1) During the performance of this Contract, Contractor and its
subcontractors shall not unlawfully discriminate against any employee or applicant for
employment because of race, religion, color, national origin, ancestry, physical. handicap,
medical condition, marital status, age (over 40) or sex. Contractor and subcontractors shall
insure that the evaluation and treatment of their employees and applicants for employment are
free from such discrimination. Contractors and subcontractors shall comply with the
provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq. )
and the applicable regulations promulgated thereunder (California Code of Regulations, Title
2, Section 7285.0 et seq.) . The applicable regulations of the Fair Employment and Housing
Commission implementing Government Code, Section 12990, set forth in Chapter 5 of Division
4 of Title 2 of the California Code of Regulations are incorporated into this Contract by
reference and made a part hereof as if set forth in full. Contractor and its subcontractors
shall give written notice of their obligations under this clause to labor organizations with
which they have a collective bargaining or other agreement.
(2) This Contractor shall include the nondiscrimination and compliance
provisions of this clause in all subcontracts to perform work under this Contract.
b. Nondiscriminatory Services. The Contractor will not discriminate against
Contra Costa Health Plan members or eligible 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.
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ATTACHMENT A
CONTRA COSTA HEALTH PLAN SUBCONTRACT REQUIREMENTS
C. Discrimination Complaints. The Contractor agrees that copies of all
grievances alleging discrimination against Contra Costa Health Plan members or eligible
beneficiaries because of race, color, creed, sex, religion, age, national origin, ancestry,
marital status, sexual orientation, or physical or mental handicap shall be forwarded to the
Health Services Director for review and appropriate action.
11. Confidentiality. Contractor agrees to comply with all applicable State or Federal
statutes or regulations respecting confidentiality, including but not limited to, the
identity of persons served under this Contract, their records, or services provided them, and
assures that:
a. All records concerning any individual made or kept by Contractor relations
to services provided under this Contract will be confidential, and will not be open to
examination for any purpose not directly connected with the administration of such service.
b. No person will publish or disclose any list of persons receiving services,
except as may be required in the administration of such service.
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Contractor County Dept.
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Contra Costa County Standard Form 1/87 -
GENERAL CONDITIONS
(Purchase of Services)
1. Compliance with Law. Contractor shall be subject to and comply with all Federal,
State and local laws and regulations applicable with respect to its performance under this
Contract, including but not limited to, licensing, employment and purchasing practices; and
wages, hours and conditions of employment, including nondiscrimination.
2. Inspection. Contractor's performance, place of business and records pertaining to
this Contract are subject to monitoring, inspection, review and audit by authorized
representatives of the County, the State of California, and the United States Government.
3. Records. Contractor shall keep and make available for inspection and copying by
authorized representatives of the County, the State of California, and the United States
Government, the Contractor's regular business records and such additional records pertaining
to this Contract as may be required by the County.
a. Retention of Records. The Contractor shall retain all documents pertaining
to this Contract for five years from the date of submission of Contractor's final payment
demand or final Cost Report; for any further period that is required by law; and until all
Federal/State audits are complete and exceptions resolved for this contract's funding period.
Upon request, Contractor shall make these records available to authorized representatives
of the County, the State of California, and the United States Government.
b. Access to Books and Records of Contractor. Subcontractor. Pursuant to
Section 1861(v) (1) of the Social Security Act, and any regulations promulgated thereunder,
Contractor shall, upon written request and until the expiration of four years after the
furnishing of services pursuant to this Contract, make available to the Secretary of Health
and Human Services or to the Comptroller General, or any of their duly authorized
representatives, this Contract and books, documents, and records of Contractor that are
necessary to certify the nature and extent of all costs and charges hereunder.
Further, if Contractor carries out any of the duties of this Contract through a subcontract
with a value or cost of $10,000 or more over a twelve-month period, such subcontract shall
contain a clause to the effect that upon written request and until the expiration of four
years after the furnishing of services pursuant to such subcontract, the subcontractor shall
make available, to the County, to the Secretary or to the Comptroller General, or any of
their duly authorized representatives, the subcontract and books, documents, and records of
the subcontractor that are necessary to verify the nature and extent of all costs and charges
thereunder.
This special condition is in addition to any and all other terms regarding the maintenance
or retention of records under this Contract and is binding on the heirs, successors, assigns
and representatives of Contractor.
4. Reporting 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.
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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 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.
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.
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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.
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