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HomeMy WebLinkAboutMINUTES - 06081993 - 1.85 _s.l� TO: BOARD OF SUPERVISORS 1 ° J 'M�FROM: Mark Finucane, Health Services Director Contra By: Elizabeth A. Spooner, Contracts Administrator Costa DATE: ray 19, 199309 County SUBJECT: Approval of Standard Contract #24-133-32 with La Cheim School, Inc. !CA 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 #24-133-32 with La Cheim School, Inc. , in the amount of $918, 000, for the period July 1, 1993 through June 30, 1994, for provision of intensive day treatment services in a school setting for mentally disturbed children and adolescents. II. FINANCIAL IMPACT: This Contract is included in the Health Services Department's Budget projections (Org. #5952) for FY 1993-4, to be funded by Federal Medi- Cal, County/Realignment Funding, and County Funding, estimated as follows: $367 , 200 Federal Medi-Cal Revenue (Federal Financial Participation) 425, 881 County/Realignment Funding 124 ,919 County Funding $918, 000 Total Contract Payment Limit This Contract places the Contractor at risk for serving a sufficient number of Medi-Cal clients and for producing a sufficient number of Federal Medi-Cal service units to earn the above Federal Medi-Cal revenue in its Intensive Day Treatment Program for mentally disturbed children and adolescents. III. REASONS FOR RECOMMENDATIONSIBACKGROUND: This Contractor has been providing intensive day treatment for mentally and emotionally disturbed children and adolescents for many years. The program maintains an ongoing census of approximately 47 youth for the County and serves approximately 70 minors per year. The Contract also provides the mental health day treatment services which are required by the Individualized Education Plans (IEPs) for some Special Education Pupils (SEP) under AB 3632 . Approval of Standard Contract#24-133-32 will allow the Contractor to continue these mental health day treatment services through June 30, 1994 . CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMEATi N OF BOARD C MMITTEE APPROVE OTHER SIGNATURE(S) ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS 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 SUPERVISO S ON THE DATE SHOWN. Contact: Lorna Bastian (313-6411 ) Ire CC: Health Services (Contracts) ATTESTED �� O 3 Risk management Phl atchelor,Clerk.14 Of the Board of Auditor-Controller Supervisors and County Administrator Contractor M382/7-e8 BY DEPUTY . .Contra Costa County STANDARD CONTRACT Number 24-133-32 igtandlyd Form 1/87 (Purchase of Services) Fund/Org 5952 Account # 2320 1. Contract Identification. Department: Health Services - Mental Health Division Subject: Intensive Day Treatment Program for mentally or emotionally disturbed children, including Special Education Pupils (SEP) for Individualized Education Plan (IEP) required services under AB 3632 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: LA CHUM SCHOOL, INC. Capacity: Nonprofit California corporation Taxpayer ID # Not Applicable Address: 5741 Telegraph Avenue, Oakland, California 94609 3. Term. The effective date of this Contract is July 1. 1993 and it terminates June 30. 1994 unless sooner terminated as provided herein. 4. Payment Limit. County's total payments to Contractor under this Contract shall not exceed $918.000. 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 ect. This Contract implements in whole or in part the following described Project, the application and approval documents of which are incorporated herein by reference: Current Contra Costa County Mental Health Services Performance Contract #29-469 with the State Department of Mental Health under W & I Code Sec. 5650 et seq. ) and any modifications, revisions, or renewals thereof. 9. Legal Authority. This Contract is entered into under and subject to the following legal authorities: Welfare and Institutions Code, Division 5, Part 2, Section 5600 et seq. (The Bronzan-McCorquodale Act) ; California Code of Regulations, Title 9, Subchapter 3, Section 523 et seq. (Community Mental Health Services) and Title 22; and California Government Code Sections 26227 and Section 53703. 10. Sivnatureso. These signatures attest the parties' agreement hereto: COUNTY OF CONTRA COSTA. CALIFORNIA ATTEST: Phil Batchelor, Clerk of the Board BOARD OFS PERVISO /'�, hof Supe ry or . and County Admi.r.•-:;°.:.%cor By H Nae By _.._.._ C Designee Deputy CONTRACTOR By ByyG /::�: (Designate business capacity A) ( esignate 'business capacity B) Note to Contractor: For corporations (profit and nonprofit), the contract mut be signed by tvo officers. Signature A mut be that of the president or vice-president and Signature B mut be that of the secretary or assistant secretary (civil Code 1190 and Corporations Code Section 313). All signatures mut be aclmovledged as set forth on page tvo. Contra Costa County Standard Form 1/87 APPROVALS/ACKNOWLEDGEMENT Number 24-133-32 APPROVALS RECOMME DED BY DEPARTMENT FORM APPROVED By Designee APPROVED: COUNTY ADMINISTRATOR By ' ACKNOWLEDGEMENT State of California ACKNOWLEDGEMENT (By Corporation, Partnership, or Individual) County oO T1 r6-�zm The person(s) signing above for Contractor, personally known to me in the individual or business capacity(ies) stated, or proved to me on the basis of satisfactory evidence to be the stated individual or the representative(s) of the partnership or corporation named above in the capacity(ies) stated, personally appeared before me today and acknowledged that he/she/they executed it, and acknowledged to me that the partnership named above executed it or acknowledged to me that the corporation named above executed it pursuant to its bylaws or a resolution of its board of directors. Dated: [Notarial Seal] C FCIALSF?L Notary Public eputy County Clerk KATE E.IZACC., !N STRO!! NG '.Y pU !I' A:—IF;r.;J!A GC::1'�,A.CC:ETA CCUs:?Y My Commission Expir;;s June 10,1994 -2- Contra Costa County PAYMENT PROVISIONS (Cost Basis Contracts) Number 24-133-32 1. Payment Basis. Subject to the Payment Limit, payments to the Contractor for all services provided for County under this Contract shall only be for costs that are allowable costs that are actually incurred in the performance of Contractor's obligations under this Contract. 2. Payment Amounts. Subject to later adjustments in total payments as provided below and subject to the Payment Limit of this Contract, County will pay Contractor 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. An amount equal to Contractor's allowable costs that are actually incurred each month, but subject to the "Budget of Estimated Program Expenditures" included in the Service Plan. [R] d. (1) A one-time-only payment of $114,750 payable upon demand on or after July 1st of the 12-month Fiscal Year Period under this Contract; and (2) Monthly payments in an amount equal to Contractor's net allowable contract costs which have actually been incurred and/or paid by Contractor each month (i.e. , reimbursement in arrears for actual expenditures) , computed in accordance with and subject to the attached Budget of Estimated Program Expenditures which is incorporated herein by reference. For allowable contract costs which are actually incurred in a given month, but for which invoices are not on hand, Contractor shall include estimates of such costs in its payment Demand (Form D-15) for said month, and Contractor shall increase or decrease each subsequent month's Demand to adjust for any resulting over- or under-payments, subject to the Contract Payment Limit. 3. Allowable Costs. Contractor's allowable costs are only those which are determined in accordance with: [Check applicable alternative] [ ] a. Department of Health and Human Services Administration of Grants Federal Regulations Title 45 Part 74 including any amendments thereto and the applicable Subpart listed hereunder; and other documents specified in the Service Plan regarding principles for determining and allocating the allowable costs of providing the services; and any standards set forth in the .Service Plan for determining the allowability of selected items of costs of providing the services. [ ] Federal Management Circular A-87, including any amendments to the circular published in the Federal Register by OMB is to be used for determining allowable costs of activities conducted by state and local governmental agencies. [ ] OMB Circular A-122, including any amendments to the Circular published in the Federal Register by OMB is to be used for determining allowable costs of activities conducted by nonprofit 7 Initials: Contractor County Dept. 1 .Contrs Costa County PAYMENT PROVISIONS (Cost Basis Contracts) Number 24-133-32 organizations (other than government agencies, educational institutions, and hospitals) . [ ) 41 CFR Subpart 1-15.2 shall be used for profit organizations other than hospitals. [ ] OMB Circular No. A-21, including any amendments to the Circular published in the Federal Register by OMB shall be the principles to be used for determining allowable costs by educational institutions (other than for-profit institutions) . [ ] Appendix E Subpart Q Section 74.173 shall be used for determining costs of research, development work, and other activities for determining allowable costs. or [R) b. Such State regulations and documents as are set forth in the Service Plan regarding accounting guidelines, including standards for determining allowable or non-allowable costs. [ ) C. Part IV Department of Labor, Employment and Training administration, 20 CFR Part 674, Section 674.402 and any amendments thereto; and California Department of Aging Title V Operations Handbook, 1987, Section 505.4 and any amendments thereto. 4. 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 2. (Payment Amounts) above. 5. Penalty for Late Submission. When Contractor fails to submit to County a timely demand for payment as specified in Paragraph 4. (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. 6. 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. 7. Cost Revort and Settlement. No later than forty-five (45) days following the termination of this Contract, Contractor shall submit to County.a cost report in the form required by County, showing the allowable costs that have actually been incurred by Contractor under this Contract. If said cost report shows that the allowable costs that have actually been incurred by Contractor under this Contract exceed the payments made by County, subject nevertheless to the payment limit of this Contract, County will Initials: W Contractor County Dept. 2 Contta Costa County PAYMENT PROVISIONS (Cost Basis Contracts) Number 24-133-32 remit any such excess amount to Contractor, provided that the payments made, together with any such excess amount, may not exceed the contract payment limit. If said cost report shows that the payments made by County exceed the allowable costs that have actually been incurred by Contractor under this Contract, Contractor shall remit any such excess amount to County. 8. Audits. The records of the Contractor may be audited by the County, State, or United States government, in addition to any certified cost report or audit required by the Service Plan. Any certified cost report or audit required by the Service Plan shall be submitted to County by Contractor within such period of time as may be expressed by applicable State or Federal regulations, policies or contracts, but in no event later than 18 months from the termination date of this Contract. If such audit(s) show that the payments made by County exceed the allowable costs that have actually been incurred by Contractor under this Contract, including any adjustments made pursuant to Paragraph 7. (Cost Report and Settlement) , then Contractor shall pay to County within 30 days of demand by County any such excess amount. If such audit(s) show that the allowable costs that have actually been incurred by Contractor under this Contract exceed the payments made by County, including any adjustments made pursuant to Paragraph 7. (Cost Report and Settlement) , then County agrees to pay to Contractor any such excess amount, provided that the payments made, together with any such excess payment, may not exceed the contract payment limit. 9. Required Audit. If Contractor is funded by $25,000 or more in federal grant funds in any fiscal year from any source, Contractor shall provide to County at Contractor's expense an audit conforming to the requirements set forth in the most current version of Office of Management and Budget Circular A-133. If Contractor is funded by $25,000 to $100,000 in federal grant funds in any fiscal year from any source, Contractor shall arrange for conduct of the federally-required audit biennially and shall submit the audit to County in the time, form, and manner required by the most current version of Office of Management and Budget Circular A-133 and by County. If Contractor is funded by $100,000 or more in federal grant funds in any fiscal year from any source, Contractor shall arrange for the audit to County in the time, form, and manner required by the most current version of Office of Management and Budget Circular A-133 and by County. Contractor is solely responsible for arranging for the conduct of the audit, and for its cost, and County may withhold the estimated cost of the audit or 10 percent of the contract amount, whichever is larger, or the final payment, from Contractor until County receives the audit from Contractor. 10. Audit Exceptions. In addition to its obligations under Paragraph 8. (Audits) and Paragraph 9. (Required Audit) above, 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: ontractor County Dept. 3 BUDGET OF ESTIMATED PROGRAM EXPENDITURES FISCAL YEAR 1993-94 Number 24-133-32 I. CONTRA COSTA COUNTY INTENSIVE DAY TREATMENT PROGRAM A. GROSS OPERATIONAL BUDGETS 12 - MONTH 1. COST REIMBURSEMENT CATEGORIES FISCAL YEAR PERIOD a. PERSONNEL SALARIES & BENEFITS (Direct Costs) (1) Direct Service Staff Salaries $593,400 (2) Admin. & Support Staff Salaries* 60,714 (3) Unemployment Insurance 22,894 (4) FICA 50,040 (5) Health Insurance, etc. 61,682 (6) Worker's Compensation Insurance 15.830 (7) SUBTOTAL AMOUNT $804,560 b. OPERATIONAL COSTS (Direct Costs) (1) Books $ -0- (2) Behavior Modification Supplies** -0- (3) Field Trips -0- (4) Recreation -0- (5) Staff Mileage 590 (6) Conferences & Meetings 289 (7) Consultant Services 5,265 (8) Medical Services 90,578 (9) Facility Lease/Utilities/Maintenance** 489 (10) Equipment Lease /Repair/Maintenance** 125 (11) Professional Liability Insurance 8,427 (12) Office Supplies** 204 (13) SUBTOTAL AMOUNT $105 ,967 c. INDIRECT COSTS (SUBTOTAL AMOUNT)*** $ 7.473 2. TOTAL GROSS ALLOWABLE PROGRAM COST918 000 B. LESS PROJECTED NON-COUNTY PROGRAM REVENUE (To be collected and provided by Contractor) 1. Clients Fees and Insurance $ -0- 2. Grants & Subventions -0- 3. Alameda County Mental Health -0- 4. School District Tuition & Special Ed. -0- 5. TOTAL PROJECTED NON-COUNTY PROGRAM REVENUES $( -0-) C. NET ALLOWABLE FISCAL YEAR COST 918 000 (Fiscal Year Payment Limits) l Initials: Contractor County Dept. 1 BUDGET OF ESTIMATED PROGRAM EXPENDITURES FISCAL YEAR 1993-94 Number 24-133-32 * Second Line supervisors and above and administrative staff who have no direct client service responsibilities; administrative staff who also have direct service responsibilities are to have their salaries split in proportion to the estimated time spent on direct service and on administrative activities. ** Subject to State limits (see Service Plan Paragraph 2) *** Includes liability insurance and audit expense. II. OTHER BUDGET PROVISIONS. A. CHANGES IN COST CATEGORY AMOUNTS. Subject to the Fiscal Year Payment Limit, subject to State guidelines, and subject to Section II.B. below, each cost category Subtotal Amount set forth in Section I.A.1. above: 1. May vary by up to 15% in any approval by County; and 2. May be changed in excess of 15% provided, however, that Contractor has obtained prior written authorization from the Department's Mental Health Division Director before implementing any such budget changes. B. NET PROGRAM BUDGET SUMMARY (County Reimbursement 12-MONTH 1. INTENSIVE DAY TREATMENT PROGRAMS FISCAL YEAR PERIOD a. Max. Short-Doyle Reimbursement (MSR) $550,800 b. Based Fed. Medi-Cal Reimbursement (Federal Financial Participation: 50% Share)+ $367,200 2. FISCAL YEAR PAYMENT LIMIT (Contract Payment Limit) 918 000 +The amount of Federal Financial Participation (FFP) is the anticipated Medi-Cal revenue from Federal reimbursable units of service, projected to be 80% of the total number of service units. 3. PROGRAM BUDGET CHANGES. Subject to the Contract Payment Limit and subject to State guidelines, Contractor may make changes in the total amounts set forth above for the Total Gross Allowable Program Cost and the Total Projected Non-County Program Revenue, provided, however, that Contractor has obtained written authorization Rrior to May 1. 1994 from the Department's Mental Health Division Director in accordance with Paragraph F. (Budget Report) , below, before implementing any such budget changes. Initials:������- Contractor County Dept. 2 BUDGET OF ESTIMATED PROGRAM EXPENDITURES FISCAL YEAR 1993-94 Number 24-133-32 C. AGENCY PROGRAM BUDGET. Contractor shall submit to County, for informational purposes upon request, its total Corporation budget including: all program budgets, all revenue sources and projected revenue amounts, all cost allocations, and line item breakdown of budget categories to include salary levels listed by job classification as well as detailing of operational and administrative expenses by cost center and listing numbers of staff positions by job classification. D. TOTAL DAY TREATMENT PROGRAM. In accordance with Service Plan Paragraph 7.d. , Contractor's Total Gross Operational Budget for all clients served from all referral sources in its entire intensive day treatment program is set forth in Budget Section III. below. E. TOTAL PROGRAM SERVICE SUMMARY 12-MONTH FISCAL YEAR PERIOD ENTIRE TOTAL GROSS INTENSIVE DAY TREATMENT PROGRAM GROSS PROGRAM COUNTY PROGRAM Total Allowable Cost $1,905,353 $ 918,000 Total Service Units 18,611 8,967 Estimated Unit Cost $ 102.38 $ 102.38 F. BUDGET REPORT. No later than April 28, 1994, Contractor shall deliver a written Budget Report to the Department's Mental Health Division Director, or his/her designee stating whether or not the budgeted amounts set forth Budget Section I. (Contra Costa County Intensive Day Treatment Program) of this Budget of Estimated Program Expenditures for the Total Gross Allowable Program Cost and the Total Projected Non-County Program Revenue accurately reflect the actual cost for the program. If any of these program budget amounts need to be changed, Contractor shall include in its Budget Report a complete copy of the revised Budget of Estimated Program Expenditures, an explanation of the program budget and revenue changes, and a request for prior written authorization to implement the changes in accordance with Paragraph II.B.3. (Program Budget Changes) set forth in the Budget of Estimated Program Expenditures, subject to Special Conditions Paragraph 1. (Cost Report and Settlement) . Initials: ,,Z&,& Contractor County Dept. 3 BUDGET OF ESTIMATED PROGRAM EXPENDITURES FISCAL YEAR 1993-94 Number 24-133-32 III. ENTIRE INTENSIVE DAY TREATMENT PROGRAM. A. TOTAL GROSS OPERATIONAL BUDGET ENTIRE LESS NON- REMAINING GROSS CONTRACT CONTRACT 1. COST REIMBURSEMENT CATEGORIES PROGRAM PORTION TOTAL a. PERSONNEL SALARIES & BENEFITS (Direct Costs) (1) Direct Service Staff Salaries $1,231,631 $638,231 $593,400 (2) Admin. & Support Staff Salaries* 126,014 65,300 60,714 (3) Unemployment Insurance 47,518 24,624 22,894 (4) FICA 103,860 53,820 50,040 (5) Health Insurance, etc. 128,026 66,343 61,682 (6) Worker's Compensation Insurance $ 32.855 $ 17.026 15,830 (7) SUBTOTAL $1.669.904865 344 804 560 b. OPERATIONAL COSTS (Direct Costs) (1) Books $ -0- $ -0- $ -0- (2) Behavior Modification Supplies -0- -0- -0- (3) Field Trips -0- -0- -0- (4) Recreation -0- -0- -0- (5) Staff Mileage 1,225 635 590 (6) Conferences & Meetings 600 311 289 (7) Consultant Services 10,927 5,662 5,265 (8) Medical Services 188,000 97,422 90,578 (9) Facility Lease/Utilities/Maintenance 1,015 526 489 (10) Equipment Lease/Repair/Maintenance 260 135 125 (11) Professional Liability Insurance 17,489 9,062 8,426 (12) Office Supplies 424 220 205 (13) SUBTOTAL AMOUNT $ 219,940 $113,973 $105,967 C. INDIRECT COSTS $ 15.509 $ 8.036 7,473 2. TOTAL GROSS ALLOWABLE PROGRAM COST $1,9� 987 353 918.00 B. LESS PROJECTED NON-COUNTY PROGRAM REVENUE (To be collected and provided by Contractor) 1. Client Fees and Insurance $ -0- $ -0- $ -0- 2. Grants & Subventions -0- -0- -0- 3. Alameda County Mental Health 987,353 987,353 -0- 4. School District Tuition & Special Ed. -0- -0- -0- 5. TOTAL PROJ'D NON-COUNTY PROGRAM REVENUE ($ 987.353) ($987.353) ($ -0-) C. NET ALLOWABLE FISCAL YEAR COST $ 918.000 918 000 (Fiscal Year Payment Limits) Initials: Contractor County Dept. 4 SERVICE PLAN Number 24-133-32 1. Scope of Services. Contractor shall provide an intensive day treatment program in a school setting for mentally and emotionally disturbed youth who are residents of Contra Costa County and who are referred by County's "AB 3632" staff or Mental Health Clinic staff. Contractor shall maintain on file a program plan and description of its operations and shall make its admission and service delivery policies, which are incorporated herein by reference, available to the public for inspection. 2. State Cost Regulations. Pursuant to Paragraph 3. (Allowable Costs) of the Payment Provisions, and subject to the Budget of Estimated Program Expenditures set forth below, the allowability of Contractor's costs which have actually been incurred under this Contract shall be determined in accordance with applicable State regulations, including, but not limited to, the Cost Reporting/Data Collection Manual, Chapter II (Accounting Standards and Guidelines) , including Short-Doyle Allowable/Unallowable Costs, as issued by .the State Department of Mental Health. Allowable costs shall not include remodeling and/or equipment purchases as to any item which has a useful life in excess of three years and/or a value in excess of $300 (or as otherwise may be authorized by the State) , except that part of such costs which can reasonably be charged to depreciation. 3. Annual Audit. Contractor shall provide County with an annual audit by a Certified Public Accountant or Public Accountant, verifying the cost reports submitted under the Payment Provisions of this Contract. Said audit shall be performed in accordance with generally accepted audit standards, including Federal OMB Circular A-110 which applies to nonprofit organizations, and the "Standards for Audit of Governmental Organizations, Programs, Activities, and Functions" (issued by the U.S. Comptroller General, 1972, 54 pp. ) . Payment Provisions Paragraph 8. (Audits) notwithstanding, Contractor shall submit a separate annual fiscal period audit covering each fiscal year period ending on June 30th under this Contract. Contractor shall submit such annual audit to County no later than 120 days following the end of each 12-month fiscal year period hereunder. 4. Charges for Services. If otherwise lawful, Contractor and County may charge clients, or other persons responsible for clients, for services rendered; such charges shall approximate estimated actual cost and shall be subject to the following legal authorities: Welfare and Institutions Code, Division 5, Part 2, Section 5710 (a) et seq. (The Bronzan- McCorquodale Act) ; and California Code of Regulations, Title 9, Subchapter 3, Section 524, et seq. (Community Mental Health Services) . Contractor and County shall utilize the guidelines and procedures established by the State and County for determining client fees and payment liability, including but not limited to the "Uniform Method for Determining Ability to Pay" (UMDAP) and said Revenue Development Policies and Procedures Manual, as issued by the State Department of Mental Health. Contractor and County shall cooperate to obtain minor consent Medi-Cal for all eligible clients. 5. Service Specifications. Contractor shall provide an Intensive Treatment Program in a school setting for mentally or emotionally disturbed youth, ages 6 through 19 years, who are residents of Contra Costa County and who are referred by County's "AB 3632" staff or Mental Health Clinic staff. Contractor shall provide services hereunder for such clients, five days a week (excluding weekends and scheduled holidays) at its day treatment facilities described below. Contractor shall provide appropriately trained, licensed, professional and paraprofessional staff to operate said day treatment program, as follows: r� Initials: ontractor County Dept. 1 SERVICE PLAN Number 24-133-32 a. Services. Contractor shall provide the following services under this Contract program: (1) Therapy and Counseling Services. Contractor shall provide therapy and counseling services under the direction and supervision of a staff psychiatrist for clients in a school and intensive day treatment milieu, on an individual, collateral and group basis, as prescribed in each child's individual treatment plan (IEP) . Under the supervision and direction of a staff psychiatrist, each client shall be assigned to a multidisciplinary treatment team, which shall include the County Case Manager as an ex- officio member. Contractor shall utilize treatment modalities drawn from a multi-disciplinary treatment approach, which shall include the following: peer support, group interaction therapies aimed at identifying and resolving social, behavioral and emotional problems, and other reality- based therapeutic interventions delivered within a supportive, educational structure, as deemed appropriate by the supervising staff psychiatrist. The provision of any additional psychotherapy (e.g. , individual, group, or family therapy) will be based on need and will be conducted under the direct supervision of Contractor's staff psychiatrist. In addition, when clinically indicated (i.e. , to ensure continuity of care for clients transitioning to a lower level of care) , clients may receive psychotherapy from outside community-based psychiatrists and therapists who are not part of Contractor's day treatment program. (2) Educational Services. Contractor shall maintain a non-public school (NPS) certification as a condition of County placing minors in the program. (3) Vocational Services. Contractor shall provide pre-vocational therapeutic counseling designed to prepare clients to apply for jobs and to perform adequately once they have secured employment located either in the community or within Contractor's organization. Contractor shall provide ongoing guidance and therapeutic counseling for clients regarding job performance and work-related problems. Contractor shall place clients in appropriate vocational classes or training programs that are available in the community for vocational skills training. Contractor shall ensure that employers provide workers compensation insurance coverage for any clients who are hired. Funding provided under this Contract may be used for client wages or work remuneration, subject to State regulations governing the allowability of such items of cost. (4) Medical Services. Contractor's staff psychiatrist shall monitor, review, and directly supervise each client's medication needs. Contractor shall make appropriate referrals to community physicians for the treatment of client's ongoing medical problems, as needed. (5) Transportation Services. Contractor shall provide, either directly or through a licensed school bus company, daily roundtrip transportation for clients between their homes and Contractor's day treatment facilities. (6) Family Services. Contractor shall hold treatment conferences with the client's family, the supervising staff psychiatrist, and members of client's Initials: X/ 1� Contractor County Dept. 2 SERVICE PIAN Number 24-133-32 multidisciplinary treatment team, including County's Case Manager, as indicted by client's clinical needs and treatment progress within the program. Contractor shall involve each client's family with regularly scheduled treatment team evaluations and reviews of the client's clinical progress at least quarterly. If collateral visits or other counseling is indicated, Contractor shall provide these services. (7) Crisis Support Services. Contractor shall provide crisis support services to clients and their families, including, but not limited to, the following: outreach to find clients who have not been in program attendance for two days in succession; home therapy visits with clients and/or families when a crisis occurs in the behavior or life situation of the client or family; assistance to the client and family if the client requires placement or treatment in another program, hospital, or institution; and contacts for treatment planning or liaison with other agencies serving the client or family during the crisis period. These services shall be reported as separate ancillary services (in the crisis support service category) on those days when a client is not attending the regular program. b. Treatment Plan and Evaluation. Upon acceptance and enrollment of each client into this Contract program, Contractor shall develop and establish a treatment plan for each client, based on the client's diagnosis and any IEP recommendations. In addition, Contractor will conduct an assessment of recent medical examinations(s) and of available psychiatric, psychological, and social records and/or histories; interviews with the client and his/her parent(s) or guardian; consultation with the County's Case Manager and local professionals; and such neurological, psychological, or educational testing as may be needed at the time of enrollment. Development and execution for each treatment plan shall be under the direction and supervision of Contractor's staff psychiatrist in conjunction with the designated multidisciplinary treatment team members responsible for each client's care and treatment. In conducting the day treatment program hereunder, Contractor shall: (1) Carry out the treatment plan for each client by providing the above described services; (2) Evaluate each client's on-going emotional and behavioral progress, social adjustment in the environment, and educational achievement, according to a specific evaluation system established by mutual agreement between Contractor and County; (3) Conduct a psychiatrically supervised staff review of the progress of each client every three months, including participation, if possible, by the County's Case Manager; (4) Record significant information, clinical staff evaluations, and findings regarding client behavior, treatment, academic achievement, andvocational development in each client's file or case record. Contractor shall prepare and maintain records incorporating the following content: identifying information, medical/medication information, protocols including psychiatric diagnosis and treatment plan, clinical case notes, weekly progress notes and therapist evaluations, pertinent reports from other agencies/sources, and where appropriate, a discharge summary and aftercare plan; Initials: Contractor County Dept. 3 SERVICE PIAN Number 24-133-32 (5) Re-evaluate and update comprehensive treatment for each client at least guarterly, including participation, if possible, by County's Case Manager, the client, and his/her family; (6) Notify County's Case Manager regarding any remarkable change in a client's behavior or condition, including but not limited to, the following; (a) Client behavior resulting in the filing of incident reports; (b) Medication changes; (c) Changes in type or frequency of therapy sessions; and (d) Referrals to Children's Protective Services. (7) Refer clients for participation in outside service programs which will serve each client's therapeutic, substance abuse, educational, vocational, or recreational needs, so as to ensure an appropriate aftercare program; and (8) Conduct utilization review for all clients in accordance with State or County regulations (including DMH Letter No. 89-20) . C. Location of Program. Contractor shall maintain the ongoing service program for this Contract at the following facility locations (or at such other site(s) as may be mutually approved by County and Contractor during the term of this Contract) : (1) Alvarado School (designed at the "Parent Clinic" at 5625 Sutter Avenue, Richmond, California; (2) Serra School (designated as an "Intermittent Satellite Clinic") at 6028 Ralston Avenue, Richmond; and (3) Oak Park School (designated as an "Intermittent Satellite Clinic") at 1700 Oak Park Boulevard, Pleasant Hill. Contractor shall maintain its status as a Short-Doyle Medi-Cal Provider (State Provider #07- 0794) and the Short-Doyle Medi-Cal certification of these clinic facilities during the term of this Contract. d. Criteria for Receipt of Services. (1) Admission Criteria. Subject to the restrictions and requirements of Contractor's State license(s) , and following referral from County's Case Manager, Contractor shall enroll and admit for short-term service, clients who are in need of active psychiatric day treatment services for acute mental, emotional, or behavioral disorders. Contractor's target population shall be persons 6 through 17.5 years of age at time of admission with continued enrollment possible through 19 years of age as long as service delivery does not exceed eighteen consecutive months, or 6 through 19 years of age for AB 3632 SEP enrollees. Clients who are referred and admitted to the intensive day treatment program must evidence severe emotional symptomatology (as defined by State DMH Letter 89-21) which requires a day treatment intensive level of care. All such clients must be residents of Contra Cost County who are medically able to participate in and be served by the day to day activities of ��' Initials: '-1�2��' Contractor County Dept. 4 SERVICE PIAN Number 24-133-32 Contractor's program. Adults legally responsible for the client's treatment care must be willing to abide by the Contractor's program requirements. Contractor shall provide services for clients as an alternative to hospitalization or for clients who are in the process of reentering the community from past hospitalization for acute mental, emotional, or behavioral disorders and who are deemed fit for a treatment program that is less restrictive than hospital-based treatment programs. (2) Discharge Criteria. When a client no longer has an IEP requirement for intensive day treatment and/or no longer meets the medical necessity criteria as established by State Medi-Cal regulations, Contractor shall discharge the client from the intensive day treatment program and work with County's Case Manager to facilitate the transition of the client to a lower level of care as soon as possible, but no later than six months from the date of ineligibility. 6. Service Unit Definition. a. Definition. A unit of service shall be called a "treatment service client day" , and shall, for reporting purposes, be defined as the provision of services described above (excluding crisis support services) for one eligible client in attendance on one partial day (i.e. , any portion, less than 18 hours, of a calendar day during which a client was present and participating in the above program of services under a planned schedule of treatment activities within the intensive day treatment program provided by Contractor hereunder) . The "treatment service client day" unit of service is further defined under State regulations as "services designed to provide a multi-disciplinary treatment program of less than 24 hours per day as an alternative to hospitalization for a client who needs active psychiatric treatment for acute mental, emotional or behavioral disorders and who may, after receiving these services, be referred to a less intensive level of treatment or maintain the ability to live independently, semi-independently, or in a supervised residential facility." This unit of service is an all-inclusive unit of service provided in accordance with State Short- Doyle/Medi-Cal standards, including, but not limited to: assessment, medication, individual therapy, group therapy and collateral services. b. Reporting AB 3632 Service Units. Contractor shall separately report the service units which it provides under an IEP for Special Education Pupils (SEP) referred under AB 3632 as defined herein. 7. Number of Service Units. a. Subject to sufficient referrals of appropriate youth, inclusive of Medi-Cal eligible referrals, by County or other authorized referral sources, Contractor shall provide for County during the 12 month fiscal year period of this Contract, not less than 8,967 total units of service, of which at least 808, or 7,174 units, shall be Medi-Cal service units. County agrees to establish procedures to enable certain minors to apply for Medi-Cal in order to receive "minor consent services" pursuant to State regulations, to assure Contractor's ability to provide 808 Medi-Cal service units. County and contractor shall use their best efforts to achieve the 808 level of Medi-.Cal service units. Initials: � Contractor County Dept. 5 SERVICE PIAN Number 24-133-32 b. Contractor shall provide the above services for at least 49 of County's clients at any given time and shall serve a total of approximately 75 County-referred clients during the 12 month fiscal year period. C. Contractor shall specify which service units are provided for County under an IEP for Special Education Pupils (SEP) referred under AB 3632, as defined herein. d. County understands that Contractor provides an estimated total of 18.611 service units in its entire intensive day treatment program at the three facilities specified above in Service Plan Paragraph 7.c. , which includes approximately 9.644 units of intensive day treatment services that Contractor provides to clients who are not covered by this Contract (e.g. , Alameda County clients) . Contractor shall report to County the total number of service units that are actually provided by Contractor to all clients who are receiving services in its intensive day treatment program. 8. Program Obiectives 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 Mental Health Division administrative office 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. 9. 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 31, 1994, or 60 days following the termination of this Contract, whichever comes first, Contractor shall prepare and submit to County an Annual Contract Performance Report, in the form and manner prescribed by County's Department Director, or his designee. 10. Quality Assurance and Utilization Review Requirements. Contractor shall comply with requirements and procedures established by the State, County and Federal governments for quality assurance and utilization review, including, but not limited to, submission of periodic quality assurance reports to County, staff assignments for utilization review and coordination duties, use of standardized case record and treatment planning forms, peer review and medication monitoring. 11. Clients' Rights. Contractor shall comply with existing regulations regarding patients' rights and with any new regulations promulgated by the State Department of Mental Health or local governmental authority during the term of this Contract, including, but not limited to, the Welfare and Institutions Code, Division 5, Part I and Section 5325 and the California Code of Regulations, Title 9, Subchapter 4. Initials: Contractor County Dept. 6 SERVICE PLAN Number 24-133-32 12. Clearances for Physicians and Clinical Psychologists. Prior to hiring as an employee (or otherwise procuring the services of or contracting with) any physician or 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/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 notify County's Mental Health Director within 15 working days subsequent to obtaining an adverse report on such a person and at lest 15 working days prior to allowing such a person who is newly employed or retained to start work. Initials: / ontractor County Dept. 7 SPECIAL CONDITIONS Number 24-133-29 1. Cost Report and Settlement. Paragraph 7. (Cost Report and Settlement) of the Payment Provisions is hereby deleted and replaced with the following paragraph: "7. Cost Report and Settlement. a. Cost Report and Settlement Provisions. Contractor shall prepare and submit fiscal year cost reports under this Contract in accordance with the attached Cost Report and Settlement Provisions which are incorporated herein by reference. b. Penalty For Late Submission of Cost Report. County may withhold up to 100% of any Contract payment which is due and payable to Contractor during the period from September through December following the end of each fiscal year period hereunder, or of any Contract payment which is due and payable to Contractor for the final month of the Contract if the Contract is terminated, pending submission of the fiscal year cost report specified in Subparagraph a. , above. Upon receipt of said cost report, in a form and manner acceptable to the Health Services Director or his designee, County shall release to Contractor any payment amount which has been withheld by County, subject to settlement of the Final Program Reimbursement Amount as set forth in Subparagraph a. , above. " 2. OwnershiR and Disposition of Property and Equipment. Equipment and capital expenditure items with a purchase price of 100 or more and a useful life of at least one year shall be defined as nonexpendable property. Items with a purchase price of less than 100 or a useful life of less. than one year shall be defined as expendable property. Subject to these definitions, the acquisition, utilization, and disposition of expendable and nonexpendable property shall be determined in accordance with the principles and statements set forth in Federal Management Circular FMC 74-7 (Attachment N) , a Federal General Services Administration publication dated September 13, 1974; references contained therein to the federal government, federal agencies or "grantor" shall be construed to mean "County" and references to "grantee" shall be construed to mean "Contractor. " Upon termination of this Contract, or as otherwise may be prescribed by County, Contractor shall account for and transfer to County all remaining expendable and nonexpendable property (including supplies and equipment) loaned.by County for use by Contractor or acquired with Contract funds (excluding items which are not fully depreciated or which are purchased with outside non-County revenues) in accordance with Federal or State regulations and/or guidelines prescribed by County, and County shall retain full ownership of all such property. 3. Protection of Property and Equipment. Throughout the term of this Contract, and any modification or extension thereof, Contractor shall: Initials: �( ontractor County Dept. 1 SPECIAL CONDITIONS Number 24-133-29 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. 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. 4. 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. 5. Payment Adjustments for Unauthorized Expenditures. a. If any funds are expended by Contractor in violation of the terms of this Contract (including all applicable statutes, regulations, guidelines, bulletins, and circulars) , or if County determines that any payment amounts received by Contractor are for unallowable costs, County may deduct the amount of such unauthorized or illegal expenditures or unallowable costs from payments otherwise payable to Contractor in order to recover any amount expended for such unauthorized purposes in the current or in the four preceding fiscal years. No such action taken by County shall entitle Contractor to reduce program operations or salaries, wages, fringe benefits, or services for any program participant, or client, including Contractor's staff, or to expend less during the effective term of this Contract than those amounts specified in the Budget of Estimated Program Expenditures included in the Service Plan. Any such reduction in expenditures may be deemed sufficient cause for termination of this Contract. Within thirty (30) days of request by County, Contractor shall reimburse County for any payments made for expenditures which are in violation of this Contract. Initials: 1� Contractor County Dept. 2 SPECIAL CONDITIONS Number 24-133-29 b. Contractor shall indemnify County fully and completely for any repayment of funds made by the County to the State or Federal governments after it has been determined that such repayment is required from the County due to the unauthorized or illegal expenditures by Contractor. The State or Federal government's determination as to the necessity for any such repayment shall be conclusive as between County and Contractor. 6. Professional Liability Insurance Requirements. The provision of professional liability insurance coverage by Contractor is optional at Contractor's sole discretion subject to General Conditions Paragraph 18. (Indemnification) . 7. 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. 3 COST REPORT AND SETTLEMENT PROVISIONS Number 24-133-32 No later than August 15 following the end of the fiscal year period ending on June 30th under this Contract (or as otherwise may be prescribed by County) , or 45 days following the termination of this Contract, whichever comes first, Contractor shall prepare and submit to County a fiscal year cost report in the form and manner prescribed by County for the Contract program set forth in the Contract Service Plan and Budget of Estimated Program Expenditures, as follows: 1. Cost Report. Contractor's cost report shall show a specification for said fiscal year period of: a. The total gross allowable grogram costs (TGC) which have actually been incurred by Contractor for the entire gross day treatment program, and the total non-County program revenues which have actually been collected and provided by Contractor for the entire gross day treatment program, during the respective fiscal year period, in accordance with the Budget of Estimated Program Expenditures included in the Service Plan. b. The total number of day treatment service units (TSU) which have actually been provided during said fiscal year period in the entire gross day treatment program, including a specification of the total number of allowable Federal/Medi-Cal day treatment service units (FSU) and Non-Federal service units [defined as the provision of day treatment services as set forth in the Service Plan for Federal/Medi-Cal-eligible clients and for clients who are not eligible for Federal Medi-Cal, respectively (limited to clients for whom Contractor has "proof of eligibility" on file) ] which have actually been provided during the respective fiscal year period in the provision of day treatment services in the entire gross day treatment program, subject to State Medi-Cal regulations and utilization review requirements. C. The total number of day treatment service units which have actually been provided for clients being served, separately in each of the following three categories: (1) This Contra Costa County Contract #24-133-32 (and any amendments or modifications thereof) , (2) Contractor's day treatment services contract with Alameda County, and (3) any other auspices. The total number of day treatment service units which have actually been provided during said fiscal year period in the first category (i.e. , for clients referred Initials: Contractor County Dept. 1 COST REPORT AND SETTLEMENT PROVISIONS Number 24-133-32 and served under said Contra Costa County Contract) shall be designated as the Total Contract Service Units (TCSU) . d. The total number of allowable Federal/Medi-Cal day treatment service units which have actually been provided for clients in each of the three categories set forth in Subparagraph c. above. The total number of allowable Federal/Medi-Cal day treatment service units which have actually been provided in the first category (i.e. , for clients under said Contra Costa County Contract) shall be designated as the Contract Federal Service Units (CFSU) . 2. Computation of Final Program Reimbursement Amount Due. Contractor shall include in the fiscal year cost report for the day treatment program a computation of the Final Program Reimbursement Amount for the respective day treatment program in accordance with the following procedure, subject to the Fiscal Year Payment Limit specified for the day treatment program in Section II.B. in the Budget of Estimated Program Expenditures: a'. First, divide the TGC by the TSU and the result shall be designated as the Actual Unit Cost (AUC) ; i.e. , the actual cost of providing one day treatment service unit in the entire gross day treatment program on the average during said fiscal year. b. Then, multiply said AUC times said TCSU specified in Subparagraph l.c. above, and the result shall be designated as the Total Gross Contract Cost (TGCC) . C. Next, calculate the proportion of Contract Federal Service Units (CFSU) to the Total Contract Service Units (TCSU) by dividing the CFSU by the TCSU and the resulting fraction shall be designated as the Federal Medi-Cal Factor (F) for the day treatment program, and then d. Multiply F times said Total Gross Contract Cost (TGCC) which has actually been incurred by Contractor for the respective program during said fiscal year period in accordance with said Budget, and the resulting product shall be designated as the Gross Federal Medi-Cal Cost (GFC) for the respective program, and then e. Multiply said GFC times 0.5 (the Net Federal Share) and the resulting product shall be the Total Net Federal Medi-Cal Reimbursement (TFMR) amount to be paid by County to Contractor, as set forth below, and then f. Add said TM amount to the total non-County program revenues (which have actually been collected and provided by Contractor for the respective day treatment program during said fiscal year period under said Contra Costa County Initials: Cbntractok County Dept. 2 COST REPORT AND SETTLEMENT PROVISIONS Number 24-133-32 Contract in accordance with said Budget) and subtract the resulting sum from the Total Gross Contract Cost (TGCC) which has actually been incurred by Contractor for the respective program during said fiscal year period in accordance with said Budget, and the resulting remainder shall be the Total Net Program Reimbursement (TNPR) amount to be paid by County to Contractor for said fiscal year period for the respective program, as set forth below, but not to exceed the Maximum Short- Doyle Reimbursement (MSR) amount specified on Line II.B.l.a. in said Budget for said fiscal year period for the respective day treatment program, and finally, g. Add said TFMR amount (pursuant to Subparagraph 2.e. above) for the respective program to either (a) said TNPR amount (pursuant to Subparagraph 2.f. above) for the respective program, or (b) the Maximum Short-Doyle Reimbursement (MSR) amount specified on Line II.B.l.a. in said Budget for the respective program, whichever is less, and the resulting sum shall be designated as the Final Program Reimbursement Amount for that particular day treatment program, subject to the following settlement procedure. 3. Settlement Procedure. If said cost report shows that the Final Program Reimbursement Amount determined in accordance with Subparagraph 2.g. above for the respective day treatment program exceeds the payments made by County for the respective fiscal year period, pursuant to Paragraph 1. (Payment Amounts) of the Service Plan, County will remit any such excess amount to Contractor, but not to exceed the Fiscal Year Payment Limit specified for the respective program in Section II.B. in said Budget. If said cost report shows that the payments made by County for said fiscal year period pursuant to Paragraph 1. (Payment Amounts) of the Service Plan exceed said Final Program Reimbursement Amount for the respective day treatment program, Contractor shall remit any such excess amount to County. Initials: ontractor 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 ovar 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. ReRorting 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 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 Count. 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. Confidentialitv. 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. Liabilitv 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