HomeMy WebLinkAboutMINUTES - 03081994 - 1.45 TO: BOARD OF SUPERVISORS Contra
FROM: Mark Finucane, Health Services Director
By: Elizabeth A. Spooner, Contracts Administrato Costa
DATE: February 22, 1994 00 County
SUBJECT: Approval of Standard Contract #23-063-8 with
HHL Financial Services, Inc.
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION '
I. RECOMMENDED ACTIO
Approve and authorize the Chair, Board of Supervisors, to execute on
behalf of the County, Contract #23-063-8 with HHL Financial Services,
Inc. , for the period from January 1, 1994 through December 31, 1994,
for consultation and technical assistance with regard to Medi-Cal
eligibility, collection issues, and administrative appeals.
II. FINANCIAL IMPACT:
The Contractor is paid on a commission basis only for amounts it
collects on inpatient and outpatient Medi-Cal claims.
III. REASONSFOR RECOMMENDATIONS/BACKGROUND:
The Department has contracted with HHL Financial Services, Inc. to
provide financial consulting services with regard to Medi-Cal
eligibility, claims, and administrative appeals since 1984. On
February 9, 1993, your Board approved Standard Contract #23-063-6 and
subsequently approved Contract Amendment Agreement #23-063-7.
Approval of Standard Contract #23-063-8 will continue the Contractor's
services through December 31, 1994 .
CONTINUED ON ATTACHMENT:- YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMEN rf,O> OF BOARD C01MIMITTEE
APPROVE OTHER
SIGNATURE(S)
ACTION OF BOARD ON March 8 , 1994 APPROVED AS RECOMMENDED X OTHER
VOTE OF SUPERVISORS
X UNANIMOUS (ABSENT IV 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 SUPERVISORS ON THE DATE SHOWN.
Contact: Patrick Godley (370-5007)
CC: Health Services (Contracts) ATTESTED March 8 , 1994
Risk Management Phil Batchelor,Clerk of the Board of
Auditor-Controller Supe ors and County Administrator
Contractor.
M382/7-83 BY
DEPUTY
�;.ontra,,,Costa County I , L-�5 Number 23-063-8
Stbandard' Form 1/87 STANDARD CONTRACT Fund/Org # as coded
(Purchase of Services) Account # 2861
1. Contract Identification.
Department: Health Services - (Office of the Director/Finance)
Subject: Consultation and technical assistance with regard to Medi-Cal eligibility
and collection issues and administrative appeals
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: HHL Financial Services, Inc.
Capacity: Delaware Corporation _ __ _Taxpayer ID #11-2915581
Address: 1720 Amphlett Blvd. , Suite 250, San Mateo, Californias 94402,
Mailing Address: Y. oxO-B7081;I�TorhtHollywood,—California 9160 708
3. Term. The effective date of this Contract is January 1. 1994 and it terminates
December 31. 1994 unless sooner terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not
exceed $ Not Applicable.
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. Proiect. This Contract implements in whole or in part the following described Project,
the application and approval documents of which are incorporated herein .by reference:
Not Applicable.
Legal Authority. This Contract is entered into under and subject to the following
legal authorities: California Government Code Sections 26227 and 31000.
Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA. CALIFORNIA
ATTEST: Phil Batchelor, Clerk of the Board
0 UPE I S -_of nSlervrrs a County Administrator
By By o
0,
Chairman/Designee Deputy
CONTRACTOR
By By
(Designate business capacity A) (Designate business 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). Allsignatures must.be acknowledged as set forth on page two.
'Contra Costa County Standard Form 1/87
APPROVALS/ACKNOWLEDGEMENT
Number 23-063-8
APPROVALS
RECO D BY
� DEPARTMENT FORM APPROVED
By By� �
gnee �� n
APPROVED: COUNTY ADMINISTRATOR
By `c—NJ al
ACKNOWLEDGEMENT
State of California ACKNOWLEDGEMENT (By Corporation,
Partnership, or Individual)
County of
The person(s) signing above for Contractor, personally known to me in the individual or
business capacity(ies) stated, or proved to me on the basis of satisfactory evidence to
be the stated individual or the representatives) of the partnership or corporation
named above in the capacity(ies) stated, personally appeared before me today and
acknowledged that he/she/they executed it, and acknowledged to me that the partnership
named above executed it or acknowledged to me that the corporation named above executed
it pursuant to its bylaws or a resolution of its board of directors.
Dated:
[Notarial Seal]
OFFICIADSEAL
PAUIS. Notar Public De t Count Clerk
NOTARY PUBLIC y / p y YSAN MATEOEn My Comm.Expire
-2-
t
SERVICE PLAN
Number 23-063-8
1. Independent Status. Contractor is an independent contractor and County shall neither
direct nor have control over Contractor, Contractor's activities, or the methods and details
by which Contractor fulfills his/her obligations under this Contract. In providing services
hereunder, Contractor shall work cooperatively with County's Health Services Director, or his
designee (Chief Finance Officer) .
2. County's Activity Support. County shall provide for Contractor certain office space,
clerical support, office supplies and services, materials, equipment, facilities, and
assistance as may be mutually determined to be necessary to support Contractor's activities
hereunder, but excluding the use of County cars.
3. Progress Reports. Contractor shall submit monthly Progress Reports, written or oral,
upon request to the County's Health Services Director, or his designee, detailing
Contractor's accomplishments in providing services hereunder.
4. Service Activities. Contractor shall provide consultation and technical assistance to
County's Health Services Department with regard to certain finance issues as set forth below:
a. Program Eligibility for Indigents. At County's request, Contractor shall assist
County in obtaining 'Medi-Cal, Medically Indigent Adult (MIA) , and/or California Children's
Services (CCS) program eligibility for patients who have been designated by County as pending
Medi-Cal or cash accounts. Generally, these patients are those who have failed to provide
County with proof of eligibility for the month(s) of service, and/or have failed to cooperate
with the County Department of Social Services or CCS in obtaining Medi-Cal, MIA, or CCS
coverage.
b. TAR Appeals. Wherever medically or administratively justified, Contractor shall
file administrative appeals on Treatment Authorization Requests (TAR's) and Extensions denied
by the State of California Medi-Cal Field Services office(s) .
C. Medi-Cal Claim Reprocessing and Appeals. Upon County's request, Contractor
shall diligently process and pursue any inpatient and outpatient Medi-Cal claims billed and
unpaid problem accounts through the State's Medi-Cal administrative appeals process. Such
problem accounts may include any claim(s) billed to the Medi-Cal Fiscal Intermediary.
Contractor shall be solely responsible for said appeals, and County shall provide Contractor
with necessary information to carry out its responsibility. Upon County's request,
Contractor shall make available to County all correspondence between Contractor and the State
of California and the State's Medi-Cal fiscal intermediary regarding billing claims referred
to Contractor for administrative appeals services hereunder. Contractor shall be responsible
for photocopying documents necessary for such appeals.
d. Workshops. Contractor provide regular workshops to educate County-selected
personnel on Medi-Cal billing procedures, admitting and collection techniques.
e. Telephone Consultation. Contractor shall provide off-site consultation via an
accounts receivable telephone "hotline" .
f. 'Third Party Sources of Payment. On any County-referred account which does not
qualify for Medi-Cal, MIA, and/or CCS benefits, Contractor shall make its best efforts to
Initials: ---��--
Contractor County Dept.
1
SERVICE PLAN
Number 23-063-8
identify and recover other sources of payment which may include, but not be limited to,
Victims of Crime, Workers Compensation, third-party liability, and commercial insurance.
Contractor shall return to County all accounts which it identifies as self-pay accounts so
that County may assign such accounts to a collection agency.
g. Collection of Accounts. County shall, at its discretion and in a timely fashion,
assign to Contractor certain accounts as prescribed in the attached Inpatient/Outpatient
Medi-Cal Bulletin No. 59 (Exhibit A) , which is incorporated herein by reference. County
shall immediately notify Contractor of each collection received directly by County from the
debtor when such collection was of a delinquent bill, claim, or account previously assigned
to Contractor for collection.
(1) Uncollectible Accounts. Contractor shall submit to the Health Services
Director or his designee a monthly written report in the form and manner
required by County which identifies all claims or accounts which
Contractor deems to be uncollectible and which includes a brief statement
of the reasons why such items are considered to be uncollectible. All
such accounts shall be returned to County, and Contractor shall have no
rights to a commission for any sums thereafter collected upon these
accounts. In the event that Contractor makes a recommendation to County
for reactivation of an account which it previously identified as
uncollectible and which it had therefore returned to County, County may
once again assign said account to Contractor. Contractor shall be
entitled to its commission for any sums thereafter collected upon such
reassigned accounts.
(2) Reassigned Accounts and Legal Action by County. In the event that County
and Contractor mutually agree that it is in the best interest of County
for County to initiate a suit or other legal process with respect to an
account, Contractor shall return said account to County for this purpose.
In the event that Contractor returns to County such an account, the
account or claim shall not be considered an uncollectible account, and
Contractor shall be entitled to its commission on the account collected as
a result of County action, less expenses of collection and attorney fees
of County.
(3) Compromise Settlement or Cancellation of Indebtedness. If Contractor
determines that the collection or enforcement of a claim would result in
undue hardship to the debtor or his dependents, or that for some reason of
law or fact County's right to recover is in doubt, Contractor shall report
such facts to the Health Services Director or his designee. If County
determines that the collection or enforcement of a claim would result in
undue hardship to the debtor or his dependents, or that for some reason of
law or fact County's right to recover is in doubt, County shall report to
its Board of Supervisors through the County Auditor-Controller with a
recommendation for a, compromise settlement or cancellation of the
indebtedness. Contractor's commission in such case shall be based upon
the amount accepted by County in full satisfaction of the obligation,
provided, however, that if the Board of Supervisors decides that it is in
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Contractor County Dept.
2
SERVICE PLAN
Number 23-063-8
the best interest of County to cancel said claim, in its entirety,
Contractor shall not be entitled to payment of any fees or commission from
County.
h. Attorney Lien Project. County shall refer to Contractor, attorney lien requests
or subpoena tecums received on accounts for an inpatient stay with a balance of $1,000.00 or
more. County shall also supply Contractor with an accounts receivable balance for outpatient
services related to the attorney request or subpoena duces tecum so that the lien is filed
for the total charges.
i. Control of Accounts and Reports. Contractor shall maintain a control account of
County-assigned accounts, which is separate from all of its other accounts and shall bill
responsible parties for the full amount owed on each County-assigned account.
All reports and information provided by Contractor under the terms of this Contract become
the property of County.
j . Maintenance and Examination of Agency Records. Contractor shall maintain
accurate, current books of accounts in accordance with generally accepted standards of good
accounting practice. Such books of account shall consist of primary and subsidiary records,
which shall be maintained for a period of four years. The County Auditor-Controller, without
advance notice, shall be permitted to examine the records, books, and other data in the
possession of Contractor pertaining to the collection of accounts assigned under the terms
of this Contract.
k. Financial Consultation. Contractor shall provide any additional financial
consulting services which may be requested by County.
5. Project Managers.
a. Contractor's Project Manager. Subject to the initial and continuing approval of
the Health Services Director or his designee, Contractor shall designate from Contractor's
staff a Project Manager to lead and coordinate Contractor's financial services as described
in this Contract. Contractor's Project Manager shall be responsible for the timely
accomplishment of all activities assigned hereunder.
b. County's Project Manager. The Health Services Director, or his designee, shall
designate a County Project Manager to oversee County's activities under this Contract.
County does not anticipate assigning any of its employees to assist Contractor on a full-time
basis. However, at the discretion of County's Project Manager, County personnel shall be
available to Contractor to provide necessary input and assistance in answering questions and
to provide necessary liaison between County and Contractor.
6. Access to County's Records. As deemed necessary for the provision of services
hereunder, County shall provide Contractor access to the following:
a. Patient Financial Files, as available, for purposes of determining the financial
status, billing, and follow-up activities related to the account.
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Contractor County Dept.
3
SERVICE PLAN
Number 23-063-8
b. Medical records, as available, for purposes of determining and verifying dates of
patient service and other medical information required for the administrative appeals process
referred to in Paragraph 4. (Service Activities) above.
C. Hospital computer system for data inquiry purposes.
d. Remittance Advice files and other necessary data, as available, in manual or
computer form.
e. Various operational/administrative records and statistics of County's Health
Services operations.
Contractor's access to said information shall be limited to those patient accounts which
County has referred to Contractor for services. Contractor shall not publish or disseminate
such information without prior written approval of County. In any event, Contractor shall
maintain the confidentiality of all patient records and information in accordance with all
applicable State Federal laws and regulations.
Contractor shall promptly return to County in the same conditions and order in which it was
originally received all materials provided to it by County as set forth above.
7. Payment and Reimbursement. In consideration for the services it provides under this
Contract, Contractor shall receive payment from County at the rate of twenty-three percent
(23%) of the amounts collected on inpatient and outpatient claims, and twenty-seven percent
(27%) of the amounts collected as a result of all levels of administrative appeals and/or
legal action with the State's Medi-Cal Fiscal Intermediary, State Department of Health
Services and the Board of Control, plus any costs and disbursements advanced by Contractor.
For purposes of calculating Contractor's fee, said "amounts collected" shall exclude any and
all amounts paid to County as "disproportionate share payment adjustments" through AB-4563,
AB-4523, SB-1255, SB-855, AB-3139, or any subsequent legislation modifying or replacing these
regulations.
Contractor shall not charge County for the off-site accounts receivable telephone "hotline",
billing and collection workshops, and monthly progress reports which it provides for County
under this Contract.
a. Settlement Statements. Contractor shall submit to the Health Services Director
or his designee on County-approved forms a monthly settlement statement which itemizes
showing the total receipts collected for each account for the preceding month. These
settlement statements shall include:
(1) The total amount of collections received.
(2) All costs advanced by Contractor.
(3) The amount of the commission payable to Contractor for its collection
service.
a
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Contractor County Dept.
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SERVICE PLAN
Number 23-063-8
(4) The total amount of collections to which County is entitled under this
Contract, i.e. , the amount collected and transmittable by Contractor, less
Contractor's commission.
b. Payment to Contractor.
(1) Subject to the Payment Provisions of this Contract, Health Services
Department shall authorize payment to Contractor for services delivered to
and accepted by County within thirty (30) days of receipt by County.
(2) County shall pay to Contractor the sum of the fees and commissions
described in Paragraph 7. , subparagraph a. , above, not later than ten (10)
days after receipt of a settlement statement acceptable to County.
C. Reimbursement to County. Contractor hereby agrees that any payment made by
County to Contractor for inpatient services originally approved by Medi-Cal as a result of
Contractor's services, which is later disallowed in a State audit, shall be repaid to County
by Contractor. Any refund payment which Contractor owes to County is due and payable by
Contractor upon Contractor's receipt of an itemized invoice from County indicating the
specific nature and amount of the audit disallowance(s) and affirming County's intention to
immediately repay such disallowance(s) to Medi-Cal. In the event that Contractor fails to
reimburse County, County may, at its discretion, deduct such amount from future payments to
Contractor.
8. 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.
5
EXHIBIT A
I -- CAI W_ F mu
May 1983-
Medical Services Bulletin No. 64 Long Term Care Bulletin No. 41
lnpatlent/Outpatlant Bulletin No. 59 Vision Care Bulletin No. 40
Allied Health Services Bulletin No. 50 Pharmacy Bulletin No. 78
Claims Inquiries and Appeals Criteria for
Timely Submission and Follow-up
CSC is strictly adhering to the following guidelines for timely
submission and follow-up of claims inquiries and appeals :
0 Initial Claims Inquiry to Request Denial Reconsideration
or Adjustments
For this purpose , a Claims Inquiry Form (CIF 60-1) must
be submitted within 60 days of the date of the Explana'-
tion of Benefits (EOB) or Remittance Advice (RA) on
which the claim in question was either paid or denied .
0 Follow-up Inquiry
If the initial inquiry (CIF) is not responded to within
60 days, the provider should review the information on
the initial CIF for accuracy by referring to the follow-
ing che'*cklist "Reasons for No Response to CIFs .11 If an
obvious error is noted on the initial CI) , a new CIF
should be prepared and submitted with all appropriate
corrections and documentation attached (including a
photocopy of the original CIF) .
If no error can be found on the initial CIF, photocopy
the initial CIF and all attachments, write "SECOND
REQUEST" on the CIF copy, date , and mail to : ,
Computer Sciences Corporation
P.O. Box 15000
Sacramento, CA % 5813
ATTN: Claims Research 2nd Request CIFs
ALL PROVIDER. BULLETIN -2- MAY 1983
o Appeals Process
If no response is received within 90 days of the second
CIF submission, providers may file a first level appeal-
as
ppealas detailed -in the provider manuals . ,
o Claim Tracer as Proof of Timely Billing
If a claim in question has not been paid , denied , or
(AFTER 45 DAYS FROM DATE OF MAILING TO CSC) is not
appearing- as suspended on the most current EOB/RA, you
should _u.�ni_t_a__tr_a_aer._equest (CIF 60-1) . This claim
tracer may assist you in documenting timely submission
of your claim to CSC. . To document timely submission ,
the tracer must be received by CSC within the same
"two-month from end of service month" billing limitation
as the original claim.
The only acceptable documentation to verify timely
submission of claims is a copy of an EOB/RA, RTD, or a
tracer response letter . Ani of these- documents contain-
.—.
ing a CCN_or_CRN with a Julian date falling within the
two-month limitation for the claims in question will
verify timely submission :
o Claim Tracer for Status of a Claim
A tracer request (CIF inquiring on the status of claim)
may be submitted any time within the system-available 15
months of processed claim history. Information on
claims processed more than 15 months ago is not avail-
able . DO NOT SUBMIT TRACER REQUESTS ON CLAIMS KNOWN TO
HAVE BEEN PAID , DENIED, OR ARE APPEARING AS SUSPENDED ON
THE MOST RECENT EOB/RA.
o Separate Forms for Different Inquizy Requests
Since the inception of version 4 of. the Claims Inquiry
Form (September 1981) it has become apparent that pro-
viders have experienced difficulty meeting the require-
ments for different types of inquiries on •_oche ,inquiry
form. This has resulted in incorrect processing of some
requests .
Therefore , CSC recommends that each type of request
(denial reconsideration, adjustment, tracer) be com-
pleted on separate Claims Inquiry Forms. NOTE: Denial
reconsideration and adjustment requests on Hospital
Inpatient and Medicare Crossover Claims must be on
separate inquiry forms and are limited to one claim
(Claim Control Number) per inquiry form.
ALL PROVIDER BULLETIN -3- MAY 1983
REASONS FOR NO RESPONSE TO CIF9
1. Correct Provider Number -- Verify that you entered your
provider number accurately and completely.
2. Claim type -- Verify that you checked the correct claim type .
Is)CLAIM TYPE
CHECK ONE BOX ONLY
01 0, 01- 30-1 Claim form
11 PHA11 RMACY H
OOSPITALUTPATIENMUNIC 02- 25-1 Claim form
02 03 PHY03- 16-1 Claim form
11 LTC F1 ALLIEDSICIAN/ 04- 1.5-1 Claim form
03 07 05- 40-1 Claim form
0 HOSPITAL VISION
INPATIENT 07- 45-1 Claim form
3. Patient's Medi -Cal ID No . Be sure that the ID number is 14
digits and matches the ID number printed on the EOB/RA, even
if the number on the EOB/RA is incorrect . (Example: The
claim is denied 001 or 002 because the ID number on the
initial claim was * incorrect . Enter the incorrect ID number
from the EOB/Rk, explain in the Remarks area that the correct
ID number is ana 'attach a corrected billing
with POE or copy of ID card to the CIF. )
La.YAL
4. Claims Control Number (CCN) Verify that the Claim Control
Number contains 13 digits and matches the Claim Control
Number from' the EOB/RA. If this is left blank the inquiry
will be conbidered a tracer request .
LM
77-1
a When inquiring on a claim that appeared on the EOB/RA as
denied on more than one occasion , use the CCN from the
most_r-e-cen-t denial .
b) When requesting an adjustment ' to a paid . claim that has
already been adjusted one or more times, use the CCN from
the payment (positive)..,line of the most recent adjust-
ment. Do not use a CCN from a denial on an adjustment
request .
ALL PROVIDER BULLETIN -4- MAY 1983
5. Date of Service, Proc/Mod/Drug Code, Amount Billed are only
necessary to fill in on tracer requests (see All Provider
Bulletin, September 1981, for instructions) .
6. Or. all inquiries submitted , copies of any previous inquiries
or correspondence should be included in order to,:document
timely initial inquiry and timely - follow—up.
S
s
v f •.
s
Conti-a-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.
Z. Inspection. Contractor's performance, place of business and records pertaining to this Contract
are subject to monitoring, inspection, review and audit by authorized representatives of the County, the
State of California, and the United States Government.
3. Records. Contractor shall keep and make available for inspection and copying by authorized
representatives of the County, the State of California, and the United States Government, the
Contractor's regular business records and such additional records pertaining to this Contract as may be
required by the County.
a. Retention of Records. The Contractor shall retain all documents pertaining to this Contract
for five years from the date of submission of Contractor's final payment demand or final Cost Report;
for any further period that is required by law; and until all Federal/State audits are complete and
exceptions resolved for this contract's funding period. Upon request, Contractor shall make these records
available to authorized representatives of the County, the State of California, and the United States
Government.
b. Access to Books and Records of Contractor, Subcontractor. Pursuant to Section 1861(v)(1)
of the Social Security Act, and any regulations promulgated thereunder, Contractor shall, upon written
request and until the expiration of four years after the furnishing of services pursuant to this Contract,
make available to the Secretary of Health and Human Services or to the Comptroller General, or any of
their duly authorized representatives, this Contract and books, documents, and records of Contractor
that are necessary to certify the nature and extent of all costs and charges hereunder.
Further, if Contractor carries out any of the duties of this Contract through a subcontract with a value
or cost of $10,000 or more over a twelve-month period, such subcontract shall contain a clause to the
effect that upon written request and until the expiration of four years after the furnishing of services
pursuant to such subcontract, the subcontractor shall make available, to the County, to the Secretary or
to the Comptroller General, or any of their duly authorized representatives, the subcontract and books,
documents, and records of the subcontractor that are necessary to verify the nature and extent of all costs
and charges thereunder.
This special condition is in addition to any and all other terms regarding the maintenance or retention
of records under this Contract and is binding on the heirs, successors, assigns and representatives of
Contractor.
4. Reporting Requirements. Pursuant to Government Code Section 7550, Contractor shall include
in all documents or written reports completed and submitted to County in accordance with this Contract,
a separate section listing the numbers and dollar amounts of all contracts and subcontracts relating to
the preparation of each such document or written report. This section shall apply only if the payment
limit under this Contract exceeds $5,000.
1
'Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
5. Termination.
a. Written Notice. This Contract may be terminated by either party, at their sole discretion,
upon thirty-day advance written notice thereof to the other, and may be cancelled immediately by written
mutual consent.
b. Failure to Perform. The County, upon written notice to Contractor, may immediately
terminate this Contract should the Contractor fail to perform properly any of its obligations hereunder.
In the event of such termination, the County may proceed with the work in any reasonable manner it
chooses. The cost to the County of completing Contractor's performance shall be deducted from any sum
due the Contractor under this Contract, without prejudice to the County's rights otherwise to recover
its damages.
C. Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the event that Federal,
State, or other non-County funding for this Contract ceases, this Contract is terminated without notice.
6. Entire Agreement. This Contract contains all the terms and conditions agreed upon by the parties.
Except as expressly provided herein, no other understanding, oral or otherwise, regarding the subject
matter of this Contract shall be deemed to exist or to bind any of the parties hereto.
7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures
and budgets required by this Contract, including but not limited to, monitoring, evaluating, auditing,
billing, or regulatory changes, may be developed and set forth in a written Informal Agreement between
.the Contractor and the County. Such Informal Agreements shall be designated as such and shall not be
amendments to this Contract except to the extent that they further detail or clarify that which is already
required hereunder. Such Informal Agreements may not enlarge in any manner the scope of this
Contract, including any sums of money to be paid the Contractor as provided herein. Informal
Agreements may be approved and signed by the head of the County Department for which this Contract
is made or his designee.
8. Modifications and Amendments.
a. General Amendments. This Contract may be modified or amended by a written document
executed by the Contractor and the Contra Costa County Board of Supervisors or, after Board approval,
by its designee, subject to any required State or Federal approval.
b. Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and
the Service Plan may be amended by a written administrative amendment executed by the Contractor
and the County Administrator or his designee, subject to any required State or Federal approval,
provided that such administrative amendments:may not materially change the Payment Provisions or the
Service Plan.
9. DiMutes. 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
Cotitra Costa County Standard Form 1/87
GENERAL CONDI'T'IONS
(Purchase of Services)
10. Choice of Law and Personal Jurisdiction.
a. This Contract is made in Contra Costa County and shall be governed and construed in
accordance with the laws of the State of California.
b. Any action relating to this Contract shall be instituted and prosecuted in the courts of
Contra Costa County, State of California.
11. Conformance with Federal and State Regulations and Laws. Should Federal or State regulations
or laws touching upon the subject of this Contract be adopted or revised during the term hereof, this
Contract shall be deemed amended to assure conformance with such Federal or State requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General Conditions, inspections
or approvals, or statements by any officer, agent or employee of the County indicating the Contractor's
performance or any part thereof complies with the requirements of this Contract, or acceptance of the
whole or any part of said performance, or payments therefor, or any combination of these acts, shall not
relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the County be thereby
estopped from bringing any action for damages or enforcement arising from any failure to comply with
any of the terms and conditions of this Contract.
13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns and
representatives of Contractor. The Contractor shall not enter into subcontracts for any work
contemplated under this Contract and shall not assign this Contract or monies due or to become due,
without the prior written consent of the County Administrator or his designee, subject to any required
State or Federal approval.
14. Independent Contractor Status. This Contract is by and between two independent contractors and
is not intended to and shall not be construed to create the relationship between the parties of agent,
servant, employee, partnership, joint venture or association.
15. Conflicts of Interest. Contractor, its officers, partners, associates, agents, and employees, shall
not make, participate in making, or in any way attempt to use the position afforded them by this
Contract to influence any governmental decision in which he or she knows or has reason to know that
he or she has a financial interest under California Government Code Sections 87100, et seq., or
otherwise.
16. Confidentiality. Contractor agrees to comply and to require its officers, partners, associates,
agents and employees to comply with all applicable State or Federal statutes or regulations respecting
confidentiality, including but not limited to, the identity of persons served under this Contract, their
records, or services provided them, and assures that:
a. All applications and records concerning any individual made or kept by Contractor or any
public officer or agency in connection with the administration of or relating to services provided under
this Contract will be confidential, and will not be open to examination for any purpose not directly
connected with the administration of such service.
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Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
b. No person will publish or disclose or permit or cause to be published or disclosed, any list
of persons receiving services, except as may be required in the administration of such service. Contractor
agrees to inform all employees, agents and partners of the above provisions, and that any person
knowingly and intentionally disclosing such information other than as authorized by law may be guilty
of a misdemeanor.
17. Nondiscriminatory Services. Contractor agrees that all goods and services under this Contract
shall be available to all qualified persons regardless of age, sex, race, religion, color, national origin, or
ethnic background, or handicap, and that none shall be used, in whole or in part, for religious worship
or instruction..
18. Indemnification. The Contractor shall defend, indemnify,save, and hold harmless the County and
its officers and employees from any and all claims, costs and liability for any damages, sickness, death,
or injury to person(s) or property, including without limitation all consequential damages, from any cause
whatsoever arising directly or indirectly from or connected with the operations or services of the
Contractor or its agents, servants, employees or subcontractors hereunder, save and except claims or
litigation arising through the sole negligence or sole willful misconduct of the County or its officers or
employees. Contractor will reimburse the County for any expenditures, including reasonable attorneys'
fees, the County may make by reason of the matters that are the subject of this indemnification, and if
requested by the County will defend any claims or litigation to which this indemnification provision
applies at the sole cost and expense of the Contractor.
19. Insurance. During the entire term of this Contract and any extension or modification thereof, the
Contractor shall keep in effect insurance policies meeting the following insurance requirements unless
otherwise expressed in the Special Conditions:
a. Liability Insurance. The Contractor shall provide comprehensive liability insurance,
including coverage for owned and non-owned automobiles, with a minimum combined single limit
coverage of$500,000 for all damages, including consequential damages, due to bodily injury, sickness or
disease, or death to any person or damage to or destruction of property, including the loss of use thereof,
arising from each occurrence. Such insurance shall be endorsed to include the County and its officers
and employees as additional insureds as to all services performed by Contractor under this agreement.
Said policies shall constitute primary insurance as to the County, the State and Federal Governments,
and their officers, agents, and employees, so that other insurance policies held by them or their self-
insurance program(s) shall not be required to contribute to any loss covered under the Contractor's
insurance policy or policies.
b. Workers' Compensation. The Contractor shall provide workers' compensation insurance
coverage for its employees.
C. Certificate of Insurance. The Contractor shall provide the County with (a) certificate(s)
of insurance evidencing liability and worker's compensation insurance as required herein no later than
the effective date of this Contract. If the Contractor should renew the insurance policy(ies) or acquire
either a new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy
at any time during the term of this Contract, then Contractor shall provide (a) current certificate(s) of
insurance.
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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. Copvriehts 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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