HomeMy WebLinkAboutMINUTES - 05041993 - 2.2 To: BOARD OF SUPERVISORS ('` �^
FROM. Mark Finucane, Health Services Director Contla
By: Elizabeth A. Spooner, Contracts AdministratCosta
DATE: April 20, 1993 10 County
SUBJECT: Approval of Contract #26-260 with � �•�
Preferred Staffing Incorporated
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 #26-260 with Preferred
Staffing Incorporated, in the amount of $250, 000 for the period April
1, 1993 through March 31, 1994,. to provide nursing registry services
at Merrithew Memorial Hospital and Clinics.
II. FINANCIAL IMPACT:
This contract is included in the Health Services Department Enter-
prise I budget and is funded by salary savings generated through
vacant registered nurse positions.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
For several years the County has contracted with nursing registries
to provide temporary licensed nursing personnel to assist Merrithew
Memorial Hospital and Clinics during peak loads, temporary absences
and emergency situations. There continues to be a nationwide nursing
shortage, and in spite of persistent efforts to recruit nurses, the
Department has experienced difficulty in filling vacant positions.
Therefore, the Department has had to rely heavily on the registry
services in order to provide quality nursing care for patients.
Approval of Standard Contract #26-260 will ensure the Department's
ability to provide nursing care for County's patients, while
continuing its efforts to hire permanent nursing staff.
• 1
CONTINUED ON ATTACHMENT: YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMME AT ON OF BOARD C16MMITTEE
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ON APPROVED AS RECOMMENDED >< OTHER
VOTE OF SUPERVISORS
L�
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: Frank Puglisi, Jr. (370-5100) OF SUPERVISOR /
CC: Health Services (Contracts) ATTESTED ON THE DATE SHOWN.
7/
Risk Management Phil Batchelor,&rk of he Board of
Auditor-Controller Supervisors and CGunty Administrator
Contractor
M382/7-83 BY
DEPUTY
Contra Costa County Number 26-260
''_'Stanaard Form 1/87 STANDARD CONTRACT Fund/Org # as coded
(Purchase of Services) Account # 2602
1. Contract Identification.
Department: Health Services - Hospital and Clinics
Subject: Temporary help firm - nursing registry
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: PREFERRED STAFFING, INC
Capacity: California Corporation Taxpayer ID # 94-3110889
Address: 5801 Christie Avenue, Suite 480,E Emeryville, California 94608
3. Term. The effective date of this Contractis April 1. 1993 and it terminates
March 31. 1994 unless sooner terminated as provided herein.
i
4. Payment Limit. County's total payments to Contractor under this Contract shall not
exceed $250.000.
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. Pro iect. This Contract implements in wholeior in part the following described Project,
the application and approval documents of which are incorporated herein by reference:
Not applicable
i
9. Legal Authority. This Contract is entered into under and subject to the following legal
authorities: California Government Code Section 31000.4.
10. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA
ATTEST: Phil Batchelor, Clerk of the Board
BOARD OF SUPERVISOR of Supgrvisors and County Administrator
Chairman/Daa!g;e Deputy
i
CONTRACTOR
By yL By
(Designate business capacity A) (Designate busines capacity B)
Note to Contractor: For corporations (profit or nonprofit), the contract must be signed by two officers. Signature A must be
that of the president or vice-president and Signature B must be that of the secretary or assistant secretary (Civil Code Section
1190 and Corporations Code Section 313). All signatures must be acknowledged as set forth on page two.
Contra Costa County Standard Form 1/87 ,
APPROVALS/ACKNOWLEDGEMENT
Number 26-260
APPROVALS
RECOMMENDE9 B DEP MENT FORM APPROVED
BY BY
gne
APPROVED: COUNTY ADMINISTRATOR
Byf cL .
ACKNOWLEDGEMENT
State of California ACKNOWLEDGEMENT (By Corporation,
Partnership, or Individual)
County of
The person(s) signing above for Contractor, personally known to me in the
individual or business capacity(ies) stated, or proved to me on the basis of
satisfactory evidence to be the stated individual or the representative(s) of the
partnership or corporation named above in the capacity(ies) stated, personally
appeared before me today and acknowledged that he/she/they executed it, and
acknowledged to me that the partnership named above executed it or acknowledged
to me that the corporation named above executed it pursuant to its bylaws or a
resolution of its board of directors.
Dated: 4- I '1
f
[Notarial Seal]
DEBRA L.KONIECZNY Notary Pub is/Deputy Col 'ty C erk
A. '• COMM.0951983 z
Notary Public•California D
ALAMEDA COUNTY
My comm.expires JAN 12,1996 -2-
• �rCc ua�ia a,vi �a.n ,�n/
Number 26-260
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. The applicable fee per hour of temporary work, as defined in the Service Plan
expressed as the hourly bill rate in Paragraph 1. of the Service Plan;
provided that County will also pay the following additional rates as
applicable:
(1) Overtime compensation according to Paragraph 9. of the Service Plan;
(2) Short notice reimbursement according to Paragraph 10. of the Service
Plan; and
(3) Holiday compensation according to Paragraph 11. of the Service Plan.
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
prejVdiced, 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 Coulity Dept.
1 '
SERVICE PLAN
Number 26-260
1. Scope of Services. Upon request received by the Contractor from the County's Health
Services Director, or his designee (Director of Nursing or an Assistant Director of Nursing) ,
and subject to the payment limit of this Contract, the Contractor shall provide its nurses
in the below listed job classifications and at the specified hourly billing rates, to do
temporary work for the County for specified peak loads, temporary absences, or emergency
situations. Personnel providing services under this Contract are not County employees.
SHIFT SHIFT
JOB CLASSIFICATION DAY/EVENING NIGHTS/WEEKENDS
REGISTERED NURSE SPECIALTY:
ER, ICU, TELE, OB $38.00/HR $39.00/HR
REGISTERED NURSE, MED/SURG: $35.00/HR $36.00/HR
LICENSED VOCATIONAL NURSE/TECH: $26.50/HR $27.50/HR
2. Standards.
a. JCAHO Standards for Use of Outside Nursing Services. Contractor shall comply with
the Joint Commission on Accreditation of Hospitals (JCAHO) nursing services requirements for
use of outside services including, but not limited to, JCAHO Standard NR 3.9 which provides
for evaluation by County's Merrithew Memorial Hospital and Clinics nursing administration of
nurses provided by Contractor. In addition, pursuant to JCAHO requirements, Contractor,
shall, upon written request from County, make available to authorized County representatives
its personnel files, policy and procedure manuals, health certificates, licenses, and similar
documents, for auditing purposes of JCAHO Standards.
b. JCAHO Standards for Nursing Personnel.
(1) Registered Nurses. Pursuant to JCAHO requirements, Contractor shall provide
Registered Nurses who have one year of documented current nursing experience within the last
two years, or who have successfully completed a Board of Registered Nurses Certified Nurse
Refresher course within the last three months and who possess current. licensure.
(2) Licensed Vocational Nurses. Pursuant to JCAHO requirements, Contractor
shall provide Licensed Vocational Nurses who have one year of documented current nursing
experience within the last two years, or who have successfully completed a Board of Licensed
Vocational Nurses Certified Nurse Refresher course within the last three months and possess
current licensure.
3. Definitions.
a. Hour of Temporary Work. For payment purposes in accordance with Paragraph l.d. of
the Payment Provisions, an "hour of temporary work" is herein defined as the provision of the
services, by one of Contractor's nurses in one of the classes listed in Paragraph 1. above,
onsite in a County Health Services Department facility, for one full hour. Portions of an
hour of temporary work spent by each paid Contractor's nurse in providing services shall be
Initials: �� - A
Contractor Co4latJ Dept.
1
SERVICE PLAN
Number 26-260
reported in one-half hour increments. Time spent in travel and other activities not
involving service, shall not be included.
b. Overtime. For payment purposes, overtime is the provision of temporary work, at
County's request, by a Contractor's nurse, beyond eight hours in any workday, and/or beyond
forty hours in any workweek, when said nurse is scheduled to work eight hour shifts; and
beyond twelve hours in any workday and/or forty-eight hours in any workweek, when said nurse
is scheduled to work twelve hour shifts.
c. Holiday Shift. For payment purposes, a holiday shift is one in which the majority
of hours worked by Contractor's nurse, fall on the actual calendar date of one of the
holidays specified in Paragraph 11. , below.
4. Notification of Work Order. Contractor will be notified of a work order for temporary
help by one of the individuals specified in Paragraph 1. above. After the initial job order
is received, Contractor shall contact the supervisor who is to oversee Contractor's nurse in
order to ascertain exact duties and responsibilities of the job involved. County agrees to
request the services of each Contractor's nurse for a period of no less than four hours.
5. Replacement. In the event of unsatisfactory performance by the Contractor's nurse as
judged by the sole discretion of the nursing supervisor or charge nurse to which Contractor's
nurse is assigned, County may request replacement of said nurse within the first four hours
of work without charge to the County. After the first four hours, County may request
replacement, and Contractor will bill County only for the time Contractor's nurse worked in
excess of four hours. In any event, Contractor shall replace all nurses upon County's
request.
6. Time Cards. Time cards shall be supplied by the Contractor. Time cards completed by
Contractor's nurses shall be approved by County (Director of Nursing; Nursing Supervisor; or
Charge Nurse to whom the employee has been assigned) before any payments will be made by
County to Contractor for services rendered by that nurse.
7. Eligibility for Hire. County may hire any temporary worker, supplied to the County by
Contractor under the terms of this Contract, without penalty or payment of any fee, if the
following conditions are met:
a. The County must notify Contractor of Contractor's nurse's acceptance of a County
employment offer; and
b. Following such notice, Contractor's nurse must work a total of 80 hours for
Contractor in a County facility prior to beginning County employment.
If the above conditions are not met, County shall pay Contractor a penalty fee of $500.00.
No other fee or penalty is intended or imposed.
The Contractor or the Contractor's nurse(s) may enter into open and competitive examinations
for County positions; however, County will give no special consideration for time Contractor
or Contractor's -nurse(s) spent as a temporary worker in a County facility.
Initials
Contractor doi4ty Dept.
2
SERVICE PLAN
Number 26-260
8. Limitation of Service. No nurse supplied by Contractor shall work for County under
this Contract for more than ninety (90) consecutive days.
9. Overtime Compensation. County shall pay for authorized overtime worked at County's
request, in accordance with the following formula:
a. Nurses assigned to work eight-hour shifts shall be compensated for overtime as
follows:
(1) One and one-half times the nurse's regular billing rate, as set forth in
Paragraph 1. , above, for all hours worked in excess of eight hours up to and including twelve
hours in any workday; and
(2) . One and one-half times the nurse's regular billing rate, as set forth in
Paragraph 1. , above, for the first eight hours worked on the sixth and seventh consecutive
days of work for that nurse.
b. Nurses assigned to work twelve-hour shifts shall be compensated for overtime as
follows:
(1) Double the nurse's regular billing rate, as set forth in Paragraph 1. ,
above, for all hours worked in excess of twelve hours in any workday; and
(2) Double the nurse's regular billing rate, as set forth in Paragraph 1. ,
above, for all hours worked in excess of eight hours on the sixth and seventh consecutive
days of work for that nurse.
10. Short Notice Reimbursement. In the event that County cancels a shift less than one and
one-half hours before said shift is to begin, and Contractor's scheduled nurse cannot be
placed at another County location for the shift, County will reimburse Contractor for four
hours of service. In the event that Contractor cancels a scheduled nurse less than one and
one-half hours before a shift is to begin, and Contractor is unable to furnish a replacement
nurse for said shift, Contractor will credit County for four hours of service.
11. Holiday Compensation. County and Contractor both recognize the following holidays for
purposes of holiday compensation only: Independence Day, Labor Day, Thanksgiving Day,
Christmas Day, New Year's Day, and Memorial Day. On these holidays, County will reimburse
Contractor for services rendered to County by Contractor's nurses, at County's request, at
the rate of one and one-half times the nurse's regular billing rate, as specified in
Paragraph 1. , above.
Initials:
Contractor Co my Dept.
3
SPECIAL CONDITIONS
Number 26-260
1. Insurance. Paragraph 19. (Insurance) of the General Conditions is hereby deleted and
replaced in its entirety with the following new provision:
"19. Professional Liability Insurance. During the entire term of this Contract and
any extension or modification thereof, Contractor shall provide and keep in effect a policy
or policies of professional liability insurance with a minimum coverage of $1,000,000 per
incident/$3,000,000 annual aggregate for all damages or losses because of errors, omissions
or malpractice arising from the provision of professional services under this Contract.
The Contractor shall provide the County with (a) certificates (s) of insurance evidencing its
professional liability insurance coverage specified above 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. "
2. Employee Security. The Contractor shall provide worker's compensation coverage and
unemployment compensation coverage for its employees.
3. Endorsement. 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 Count Dept.
Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
1. Compliance with Law. Contractor shall be subject to and comply with all Federal,
State and local laws and regulations applicable with respect to its performance under this
Contract, including but not limited to, licensing, employment and purchasing practices; and
wages, hours and conditions of employment, including nondiscrimination.
2. Inspection. Contractor's performance, place of business and records pertaining to
this Contract. are subject to monitoring, inspection, review and audit by authorized
representatives of the County, the State of California, and the United States Government.
3. Records. Contractor shall keep and make available for inspection and copying by
authorized representatives of the County, the State of California, and the United States
Government, the Contractor's regular business records and such additional records pertaining
to this Contract as may be required by the County.
a. Retention of Records. The Contractor shall retain all documents pertaining
to this Contract for five years from the date of submission of Contractor's final payment
demand or final Cost Report; for any further period that is required by law; and until all
Federal/State audits are complete and exceptions resolved for this contract's funding period.
Upon request, Contractor shall make these records available to authorized representatives
of the County, the State of California, and the United States Government.
b. Access to Books and Records of Contractor, Subcontractor. Pursuant to
Section 1861(v) (1) of the Social Security Act, and any regulations promulgated thereunder,
Contractor shall, upon written request and until the expiration of four years after the
furnishing of services pursuant to this Contract, make available to the Secretary of Health
and Human Services or to the Comptroller General, or any of their duly authorized
representatives, this Contract and books, documents, and records of Contractor that are
necessary to certify the nature and extent of all costs and charges hereunder.
Further, if Contractor carries out any of the duties of this Contract through a subcontract
with a value or cost of $10,000 or more over a twelve-month period, such subcontract shall
contain a clause to the effect that upon written request and until the expiration of four
years after the furnishing of services pursuant to such subcontract, the subcontractor shall
make available, to the County, to the Secretary or to the Comptroller General, or any of
their duly authorized representatives, the subcontract and books, documents, and records of
the subcontractor that are necessary to verify the nature and extent of all costs and charges
thereunder.
This special condition is in addition to any and all other terms regarding the maintenance
or retention of records under this Contract and is binding on the heirs, successors, assigns
and representatives of Contractor.
4. Reporting Requirements. Pursuant to Government Code Section 7550, Contractor
shall include in all documents or written reports completed and submitted to County in
accordance with this Contract, a separate section listing the numbers and dollar amounts of
all contracts and subcontracts relating to the preparation of each such document or written
report. This section shall apply only if the payment limit under this Contract exceeds
$5,000.
1
Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
5. Termination.
a. Written Notice. This Contract may be terminated by either party, at their
sole discretion, upon thirty-day advance written notice thereof to the other, and may be
cancelled immediately by written mutual consent.
b. Failure to Perform. The County, upon written notice to Contractor, may
immediately terminate this Contract should the Contractor fail to perform properly any of
its obligations hereunder. In the event of such termination, the County may proceed with
the work in any reasonable manner it chooses. The cost to the County of completing
Contractor's performance shall be deducted from any sum due the Contractor under this
Contract, without prejudice to the County's rights otherwise to recover its damages.
C. Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the event
that Federal, State, or other non-County funding for this Contract ceases, this Contract is
terminated without notice.
6. Entire Agreement. This Contract contains all the terms and conditions agreed upon
by the parties. Except as expressly provided herein, no other understanding, oral or
otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind
any of the parties hereto.
7. Further Specifications for Operating Procedures. Detailed specifications of
operating procedures and 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 Rep-ulations and Laws. Should Federal or State
regulations or laws touching upon the subject of this Contract be adopted or revised during
the rerm 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. 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.
5