HomeMy WebLinkAboutMINUTES - 03151994 - 1.47 TO: BOARD OF SUPERVISORS r�
FROM: Mark Finucane, Health Services Director � A Contra
By: Elizabeth A. Spooner, Contracts Administrator (ins+a
DATE: March 3, 1994 County
SUBJECT: Approval of Hospital Agreement (Novation) #24-660-1 with
First Hospital Corporation (dba First Hospital Vallejo)
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, Hospital Agreement (Novation) #24-660-1, with
First Hospital Corporation (dba First Hospital. Vallejo) , for the
period from July 1, 1993 through June 30, 1994, in the amount of
$50, 000, for psychiatric hospitalization of children and adolescents.
This document includes a six-month automatic extension through
December 31, 1994, in the amount of $25, 000.
II. FINANCIAL IMPACT:
Funding for this Contract has been included in the Department's Fiscal
Year 1993-94 Budget (Org. #5952) . Utilization will vary, depending
upon the availability of hospital beds, the unique treatment needs of
each minor, and the availability of alternative sources of health care
coverage (e.g. , Medicare or private insurance) . The- Contractor will
be used only as a last resort when no other financial resources are
available.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
Under the Statutes of 1987 (Assembly Bill 1362, Bronzan) , Welfare and
Institutions Code Section 5751.7 establishes a prohibition against
minors being admitted for psychiatric treatment into the same
treatment ward as certain adults who might present a threat to the
physical safety of minors, except when a waiver has been granted by
the State under special circumstances.
Approval of this Novation Contract will provide purchase of fixed
price beds for acute inpatient psychiatric hospital services for
mentally-ill children and adolescents so that minors need not be
hospitalized on the adult psychiatric units at Merrithew Memorial
Hospital. In addition, this Contract will help fill the need created
by the closing of Oakgrove Hospital and the elimination of the
adolescent unit of East Bay Hospital.
CONTINUED ON ATTACHMENT: YES SIGNATURE: )
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENTI N OF BOARD COMMITTEE
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
O
Contact: Lorna Bastian (313-6411) F SUPERVISORS ON THE DATE SHOWN.
CC: Health Services (Contracts) ATTESTED
Risk Management Phil Batchelor,Clerk of egoaidof
Auditor-Controller Sueervisors and County Administrator
Contractor
M882/7-e8 BY � a,,Q �� , DEPUTY
Contra Costa County � Number 24-660-1
{ HOSPITAL AGREEMENT Fund/Org # 5952
(Psychiatric Facilities) Account # 2320
NOVATION
1. Contract Identification.
Department: Health Services - Mental Health Division
Subject: Purchase of Fixed Price Beds for Acute Inpatient Psychiatric Hospital
Services for Mentally-Ill Children and Adolescents
2. Parties. The County of Contra Costa, California (County) , for its Department named
above, and the following named Contractor (Hospital) mutually agree and promise as
follows:
Contractor: FIRST HOSPITAL CORPORATION dba First Hospital Vallejo (hereinafter referred
to as "Hospital"
Capacity: Private-for-Profit Virginia corporation Taxpayer ID #68-0014618
Address: 240 Corporate Boulevard, Northfolk,. Virginia 23502
Mailing Address: 525 Oregon Street, Vallejo, California 94596
3. Payment Limit. County's total payments to Contractor under this Contract shall not
exceed $50.000.
4. Term. The effective date of this Contract is July 1. 1993 and it terminates
June 30, 1994 unless sooner terminated as provided herein.
5. County's Obligations. County shall make to the Hospital 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. Hospital's Obligations. Hospital 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. Conditions. This Contract is subject to the General Conditions and Special Conditions
(if any) attached hereto, which are incorporated herein by reference.
8. Project. This Agreement implements in whole or in part the following described Project,
the application and approval..documents of which are incorporated herein by reference:
Policy and Procedure Statement for Prohibiting the Inpatient Psychiatric Treatment of
Minors on the Same Treatment Wards as Adults, approved by the County Board of
Supervisors on February 14, 1989, a copy of which is on file in the administrative
office of County's Mental Health Division.
9. Legal Authority_. This Contract is entered into under and subject to the following legal
authorities: California Government Code Sections 26227 and 31000.
LO. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA
ATTEST: Phil Batchelor, Clerk of the Board
i?ARD F ERV SOR of Supe i:sors and County Administrator
By� _ By
Chairman/Desig-nee Deputy
HOSPITAL
By. By_
Cf o .QM,,y,,5 fzA,'r�o
(Designate business capacity A) (Designate busin ss 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 24-660-1
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
By By Q
Designee
APPROVED: COUNTY ADMINISTRATOR
B C< HCl d \
Y
Lr
ACKNOWLEDGEMENT
State of California ACKNOWLEDGEMENT (By 'Corporation,
Partnership, or Individual)
County of
The person(s) signing above for Contractor, pr Qe til -.r.. —to e—i-n—the
ar proved to me on the basis of
satisfactory evidence to be the stated individual or the representatives) of the
partnership or corporation named above in the capacity(ies) stated, personally
appeared before me today and acknowledged that he/she/they executed it, and
acknowledged to me that the partnership named above executed it or acknowl_=.dged
to me that the corporation named above executed it pursuant to its bylaws Gr.
resolution of its board of directors.
Dated:
[Notarial Seal] .
ALMA V.GUBIM Notary Public/Deputy County Clerk
COMM./9097/6 m
WLWY PUBLIC-CAUFMM
soumw COUNTY a
My COMM.Expires Feb.24, 2-
Contra Costa County Standard Form 6/90
PAYMENT PROVISIONS
(Fee Basis Contracts)
Number 24-660-1
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
[ j c. $ after completion of all obligations and conditions herein.
[X] d. As set forth in the attached Service Plan which is incorporated herein by
reference, subject to the Payment Limit set forth in Paragraph 3. (Payment
Limit) of the Agreement.
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.
Uponsapproval of said payment demands by the head of the County Department for which
this Contract is made, or his designee, County will make payments as specified in
Paragraph 1. (Payment Amounts) above.
3. Penalty for Late Submission. When Contractor fails to submit to County a timely demand
for payment as specified in Paragraph 2. (Payment Demands) above, and as a result of
Contractor's late submission the County is unable to obtain reimbursement from the
State of California or otherwise; to the extent the County's recovery of funding is
prejudiced, County shall not pay Contractor for such services, even though such
services were fully provided.
4. Right to Withhold. County has the right to withhold payment to the Contractor when,
in the opinion of the County expressed in writing to the Contractor, (a) the
Contractor's performance, in whole or in part, either has not been carried out or is
insufficiently documented, (b) the Contractor has neglected, failed or refused to
furnish information or to cooperate with any inspection, review or audit of its
program, work or records, or (c) Contractor has failed to sufficiently itemize or
document its demand(s) for payment.
5. Audit Exceptions. Contractor agrees to accept responsibility for receiving, replying
to, and/or complying with any audit exceptions by appropriate County, State or Federal
audit agencies occurring as a result of its performance of this Contract. Contractor
also agrees to pay to the County within 30 days of demand by County the full amount of
the County's obligation, if any, to the State and/or Federal government resulting fi,;m
any audit exceptions, to the extent such are attributable to the Contractor's railul•!�
to perform properly any of its obligations under this Contract.
Initials:
Contrbl
for County Dept.
SERVICE PLAN
Number 24-660-1
1. Purpose. This Agreement allows County to provide acute inpatient psychiatric services,
outside County-operated psychiatric facilities, for certain mentally-ill children and
adolescents, subject to the terms and conditions set forth herein.
2. Hospital's Obligations.
a. Provision of Services. At the request of County's Mental Health Director, or
his/her designee(s) , and subject to bed availability, and to patients' clinical
appropriateness as determined by First Hospital Vallejo's Medical Director or his
designee(s) , Hospital shall provide inpatient psychiatric hospital services for certain
County-authorized children (age 5 through 12) and adolescents (age 13 through 17) , excluding
minors admitted to Hospital beds under Medi-Cal, Medicare, or other public or private
insurance. Said hospital services shall include, but are not limited to, the following:
room, bed, meals, structured 24-hour treatment program, professional fees charged by the
attending psychiatrist, 24-hour registered nurse coverage, general staffing by a multi-
disciplinary team of licensed professionals, and such other ancillary services as are
included in the daily fixed-price bed rate set forth in Paragraph 3. below.
b. Provision of Fixed-Price Beds. Hospital will make available to County beds for
County-authorized children and adolescents (also called "patients") , excluding beds which are
available to patients when the minor is eligible for Medi-Cal, Medicare, or other insurance
coverage. Provision of fixed-price beds will be based upon bed availability and clinical
appropriateness of patients.
C. Special, Non-Routine Services. Hospital shall also provide special, non-routine
diagnostic and physician consultation and medical treatment services and procedures within
its facility which are needed and are incidental to the inpatient psychiatric care provided
hereunder, but only after Hospital has obtained prior oral authorization from County's Mental
Health Director, or one of his/her two designees (Medical Director of Mental Health Services
or Program Chief, Child/Adolescent Mental Health Services) . Examples of special, non-routine
services for which Hospital must request such prior authorization include, but are not
limited to, the following:
Computerized Axial Tomography Psychological Tests
Photon Emission Tomography OB/GYN Consultations
Electroencephalography
In an emergency when County's Mental Health Director or his/her designees cannot be reached,
Hospital may obtain such prior oral authorization from the Lead Clinician on duty at County's
Psychiatric Emergency Service (E Ward) at Merrithew Memorial Hospital.
Hospital shall charge County for such special, non-routine services and procedures under this
Hospital Agreement only when Hospital is unable to bill such costs to any other source, such
as private health insurance or Medi-Cal, and only when Hospital has obtained a written
confirming letter from the County as set forth in Paragraph 3.b. (2) below.
Initials:
H 4sp l County Dept.
1
SERVICE PLAN
Number 24-660-1
3. County's Obligations.
a. Authorization for Use of Fixed Price Beds. County's Mental Health Director, or
his/her designees, and County's Psychiatric Emergency Services (E Ward and Richmond Crisis
Unit) staff shall refer and authorize child and adolescent patients for admission to Hospital
under this Hospital Agreement. Authorization shall be accepted by telephone from the
designated County staff, with written confirmation to follow within one week.
b. Fixed Price Beds, Fees and Payments.
(1) Daily Bed Rate and Covered Services. County shall pay Hospital for fixed-
price beds at the rate of $500.00 per patient per hospital day for authorized children and
adolescents, including the first day of admission but excluding the day of discharge from the
Hospital. Said daily bed rate covers all services rendered to the patient by Hospital staff,
including professional fees charged by the attending psychiatrist, ancillary services, group
or milieu therapies, and standard evaluation modalities. This rate does not cover psycho-
logical testing, or non-routine diagnostic procedures or medical procedures. County will not
pay the daily bed rate for patients who are found to be eligible for Medi-Cal, Medicare, or
other health insurance coverage for these services, and Hospital will not bill County for
such patients. For all patient days that County has already paid Hospital and that
subsequently are found to be covered by any public or private health insurance, Hospital
shall refund the payments to County. If medical eligibility for Medi-Cal, Medicare, or other
health insurance coverage is established more than 90 days after discharge and payment is
denied by the public or private health insurance agency because of a delay in submission for
payment, then the party responsible for the delay is responsible for the bill.
(2) Special, Non-Routine Services. Hospital shall provide special, non-routine
diagnostic and physician consultation and medical treatment services and procedures within
its facility which are needed and are incidental to the inpatient psychiatric care provided
hereunder, but only after Hospital has obtained prior oral authorization from County's Mental
Health Director, or one of his/her two designees (Medical Director of Mental Health Services
or Program Chief, Child/Adolescent Mental Health Services) . County shall follow such oral
authorization with a written confirming letter specifying the special service or procedure
to be provided for an authorized patient and the price or fee rate to be paid to Hospital by
County for the special service or procedure under this Hospital Agreement. Hospital shall
include a copy of said written confirming letter with its itemized Payment Demand in order
to be paid for any special service or procedure hereunder. County retains the right to
obtain and provide any needed special, non-routine services or procedures separately from
this Hospital Agreement, including the provision of services at Merrithew Memorial Hospital.
County shall be responsible for transporting its patients to and from Merrithew Memorial
Hospital.
Hospital shall notify County's Mental Health Director, or his/her two designees named above,
in advance of the need for any special services or procedures which are not covered by the
daily bed rate set forth above: Hospital or its attending psychiatrist shall not order for
patients any diagnostic or treatment services that will result in a cost to County over and
above the daily bed rate, until prior oral authorization is given by County's Mental Health
Director, or one of his/her two designees (Medical Director of Mental Health Services or
Initials: G
+Hosptal County Dept.
2
SERVICE PLAN
Number 24-660-1
Program Chief, Child/Adolescent Mental Health Services) . Hospital shall inform its attending
psychiatrists and physicians of these provisions.
4. Medical Treatment at Other Facilities. Except for the special, non-routine services
which are authorized by County and provided within Hospital's facility as specified above,
this Hospital Agreement does not cover non-psychiatric medical care or treatment. If a
patient being treated under this Agreement becomes medically ill and in need of non-
psychiatric medical care or treatment, including emergency medical care, Hospital shall
notify the patient's parents or legal guardian and arrange for transfer to an appropriate
medical facility for treatment. County and Hospital understand and agree that such medical
care will be paid for by the patient's parents, private health insurance, Medi-Cal, or other
forms of medical coverage which the patient may have available or be eligible for. If the
patient is indigent and without financial means or medical coverage, Hospital may contact
County's Psychiatric Emergency Service (E Ward) and attempt to arrange transportation to
transfer the patient to the Emergency Room of County's Merrithew Memorial Hospital, subject
to any required parental consent. County shall provide and be responsible for the cost of
transporting such indigent patients to Merrithew Memorial Hospital, when authorized by
patient's parents or guardian and by County's E Ward staff. Hospital shall notify County
within 48 hours of any emergency medical treatment.
Initials:
H spi al County Dept.
3
SPECIAL CONDITIONS
Number 24-660-1
1. Insurance. General Conditions Paragraph 19 (Insurance) is hereby replaced in its
entirety by the following paragraph:
1119. Insurance. During the entire term of this Agreement and any extension or
modification thereof, the Hospital shall keep in effect insurance policies meeting
the following insurance requirements.
a. General Liability Insurance. During the term of this Contract, the Hospital
shall provide and keep in effect a policy or policies of comprehensive liability
insurance, including coverage for owned and non-owned automobiles, with a
minimum combined single limit coverage of $5,000,000 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 the act or omission of Hospital, its directors, officers,
employees, and agents. Said policies shall constitute primary insurance as to
the County and 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
Hospital's insurance policy or policies.
b. Professional Liability Insurance. During the entire term of this Contract and
any extension or modification thereof, Hospital shall provide and keep in effect
a policy or policies of professional liability insurance with a minimum combined
single limit coverage of $5,000,000 for all damages or losses because of error,
omissions or malpractice arising from the provision of professional services
under this Contract. Said policy or policies shall constitute primary insurance
as to the County, and its officers, agents, and employees, so that other
insurance coverage held by the County shall not be required to contribute to any
loss covered under Hospital's insurance policy or policies. Hospital shall
provide County with a copy of its professional liability insurance policy or
policies specified above.
C. Workers' Compensation. The Hospital shall provide workers' compensation
insurance coverage for its employees.
d. Certificate of Insurance. The Hospital shall provide the County with a
certificate(s) of insurance evidencing liability and workers' compensation
insurance as required herein no later than the effective date of this Agreement.
If the Hospital 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(ies) at any time during the term of this Agreement, then Hospital
shall provide (a) current certificate(s) of insurance.
e. Additional Insurance Provisions. The Hospital agrees to provide the County not
less than thirty (30) days written notice prior to any material change or
cancellation of insurance coverage. "
2. Automatic Contract Extension. Notwithstanding Paragraph 4. (Term) of this Contract,
unless this Contract is terminated by either party pursuant to Paragraph 5 (Termination) of
Initials:
H sp al County Dept.
1
SPECIAL CONDITIONS
Number 24-660-1
the General Conditions prior to June 30, 1994, the term of this Contract shall be
automatically extended from June 30, 1994 through December 31, 1994. During its extended
term, this Contract is nevertheless subject to all the terms and conditions applicable during
its initial term, including but not limited to General Conditions Paragraph 5. (Termination) ,
except as to payment for services rendered during the extended term. The purpose of this
automatic six-month extension is to allow for continuation of services as specified in this
Contract, to avoid interruption of payment to Contractor, and to allow County time in which
to complete a novation or renewal contract for Contractor and County Board of Supervisors
approval. As to any such six-month extension:
a. The Contract Payment Limit specified in Paragraph 3. (Payment Limit) of this
Contract, is increased by $25,000 (the six-month Payment Limit) and County's total payments
to Contractor for said six-month extension shall not exceed this six-month Payment Limit,
subject, nevertheless, to the aforesaid novation or renewal contract.
b. County shall continue to pay Contractor in accordance with Paragraph 3.b. of the
Service Plan, subject to the six-month Payment Limit specified above.
C. Contractor shall continue to provide services as set forth in the Service Plan,
subject to any amendments thereto.
d. This six-month contract extension shall be subject to any further agreement
(novation) which Contractor and County may enter into covering the provision of services
during the contract period immediately following the contract period specified in Paragraph
4. (Term) , in accordance with Contra Costa County's current revision of the project specified
in Paragraph 8. (Project) .
Initials: AM
H spal County Dept.
2
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 Rtguirements. 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.
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Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
10. Choice of Law and Personal Jurisdiction.
a. This Contract is made in Contra Costa County and shall be governed and construed in
accordance with the laws of the State of California.
b. Any action relating to this Contract shall be instituted and prosecuted in the courts of
Contra Costa County, State of California.
11. Conformance with Federal and State Regulations and Laws. Should Federal or State regulations
or laws touching upon the subject of this Contract be adopted or revised during the term hereof, this
Contract shall be deemed amended to assure conformance with such Federal or State requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General Conditions, inspections
or approvals, or statements by any officer, agent or employee of the County indicating the Contractor's
performance or any part thereof complies with the requirements of this Contract, or acceptance of the
whole or any part of said performance, or payments therefor, or any combination of these acts, shall not
relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the County be thereby
estopped from bringing any action for damages or enforcement arising from any failure to comply with
any of the terms and conditions of this Contract.
13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns and
representatives of Contractor. The Contractor shall not enter into subcontracts for any work
contemplated under this Contract and shall not assign this Contract or monies due or to become due,
without the prior written consent of the County Administrator or his designee, subject to any required
State or Federal approval.
14. Independent Contractor Status. This Contract is by and between two independent contractors and
is not intended to and shall not be construed to create the relationship between the parties of agent,
servant, employee, partnership, joint venture or association.
15. Conflicts of Interest. Contractor, its officers, partners, associates, agents, and employees, shall
not make, participate in making, or. in any way attempt to use the position afforded them by this
Contract to influence any governmental decision in which he or she knows or has reason to know that
he or she has a financial interest under California Government Code Sections 87100, et seq., or
otherwise.
16. Confidentiality. Contractor agrees to comply and to require its officers, partners, associates,
agents and employees to comply with all applicable State or Federal statutes or regulations respecting
confidentiality, including but not limited to, the identity of persons served under this Contract, their
records, or services provided them, and assures that:
a. All applications and records concerning any individual made or kept by Contractor or any
public officer or agency in connection with the administration of or relating to services provided under
this Contract will be confidential, and will not be open to examination for any purpose not directly
connected with the administration of such service.
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. NondiscriminatoryServices. Contractor agrees that all goods and services under this Contract
shall be available to all qualified persons regardless of age, sex, race, religion, color, national origin, or
ethnic background, or handicap, and that none shall be used, in whole or in part, for religious worship
or instruction.
18. Indemnification. The Contractor shall defend, indemnify,save, and hold harmless the County and
its officers and employees from any and all claims, costs and liability for any damages, sickness, death,
or injury to person(s) or property, including without limitation all consequential damages, from any cause
whatsoever arising directly or indirectly from or connected with the operations or services of the
Contractor or its agents, servants, employees or subcontractors hereunder, save and except claims or
litigation arising through the sole negligence or sole willful misconduct of the County or its officers or
employees. Contractor will reimburse the County for any expenditures, including reasonable attorneys'
fees, the County may make by reason of the matters that are the subject of this indemnification, and if
requested by the County will defend any claims or litigation to which this indemnification provision
applies at the sole cost and expense of the Contractor.
19. Insurance. During the entire term of this Contract and any extension or modification thereof, the
Contractor shall keep in effect insurance policies meeting the following insurance requirements unless
otherwise expressed in the Special Conditions:
a. Liability Insurance. The Contractor shall provide comprehensive liability insurance,
including coverage for owned and non-owned automobiles, with a minimum combined single limit
coverage of$500,000 for all damages, including consequential damages, due to bodily injury, sickness or
disease, or death to any person or damage to or destruction of property, including the loss of use thereof,
arising from each occurrence. Such insurance shall be endorsed to include,the County and its officers
and employees as additional insureds as to all services performed by Contractor under this agreement.
Said policies shall constitute primary insurance as to the County, the State and Federal Governments,
and their officers, agents, and employees, so that other insurance policies held by them or their self-
insurance program(s) shall not be required to contribute to any loss covered under the Contractor's
insurance policy or policies.
b. Workers' Compensation. The Contractor shall provide workers' compensation insurance
coverage for its employees.
C. Certificate of Insurance. The Contractor shall provide the County with (a) certificate(s)
of insurance evidencing liability and worker's compensation insurance as required herein no later than
the effective date of this Contract. If the Contractor should renew the insurance policy(ies) or acquire
either a new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy
at any time during the term of this Contract, then Contractor shall provide (a) current certificate(s) of
insurance.
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+ Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
d. Additional Insurance Provisions. The insurance policies provided by the Contractor shall
include a provision for thirty (30) days written notice to County before cancellation or material changes
of the above specified coverage.
20. Notices. All notices provided for by this Contract shall be in writing and may be delivered by
deposit in the United States mail, postage prepaid. Notices to the County shall be addressed to the head
of the County Department for which this Contract is made. Notices to the Contractor shall be
addressed to the Contractor's address designated herein. The effective date of notice shall be the date
of deposit in the mails or of other delivery, except that the effective date of notice to the County shall be
the date of receipt by the head of the County Department for which this Contract is made.
21. Primacy of General Conditions. Except for Special Conditions which expressly supersede General
Conditions, the Special Conditions (if any) and Service Plan do not limit any term of the General
Conditions.
22. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or
understanding that the services provided by Contractor under this Contract will be purchased by County
under a new contract following expiration of termination of this Contract, and Waives all rights or claims
to notice or hearing respecting any failure to continue purchase of all or any such services from
Contractor.
23. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or
right to the possession of land or improvements, but does not vest ownership of the land or improvements
in the same person, or if this Contract results in the placement of taxable improvements on tax exempt
land (Revenue & Taxation Code Section 107), such interest or improvements may represent a possessory
interest subject to property tax, and Contractor may be subject to the payment of property taxes levied
on such interest. Contractor agrees that this provision complies with the notice requirements of Revenue
& Taxation Code Section 107.6, and waives all rights to further notice or to damages under that or any
comparable statute.
24. No Third-Party Beneficiaries. Notwithstanding mutual recognition that services under this
Contract may provide some aid or assistance to members of the County's population, it is not the
intention of either the County or Contractor that such individuals occupy the position of intended third-
party beneficiaries of the obligations assumed by either party to this Contract.
25. Copyrights and Rights in Data. Contractor shall not publish or transfer any materials produced
or resulting from activities supported by this agreement without the express written consent of the County
Administrator. If any material is subject to copyright, the County reserves the right to copyright such
and the Contractor agrees not to copyright such material. If the material is copyrighted, the County
reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, and use such
materials, in whole or in part, and to authorize others to do so.
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