HomeMy WebLinkAboutMINUTES - 07121994 - 1.85 sV\
TO: BOARD OF SUPERVISORS Contra Mark Finucane Health Services `-'�`ra
FROM: , h Servl Director
By: Elizabeth A. Spooner, Contracts AdministratoCosta
DATE: June 28, 1994 Iff County
SUBJECT: Approval of Standard Contract #24-648-2 with
Telecare Corporation
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION:
Approve and authorize the Health Services Director, or his designee
(Lorna Bastian) , to execute on behalf of the County, Standard Contract
#24-648-2 with Telecare Corporation, in the amount of $125, 823 , for
the period from July 1, 1994 through June 30, 1995, for provision of
mental health treatment services for Contra Costa County geriatric
clients at Morton Bakar Center.
II. FINANCIAL IMPACT:
This Contract is included in the Health Services FY 1994-95 Budget and
is funded by County/Realignment funds 100%.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
On July 20, 1993 , the Board of Supervisors approved Standard Contract
#24-648-1 with Telecare Corporation to provide mental health treatment
services for Contra Costa County geriatric clients during Fiscal Year
1993-94 . The Contract provided six beds at the Morton Bakar Center,
which is operated by Telecare Corporation, for the County' s patients
age 65 and older who could benefit from an intensive psychiatric
rehabilitative treatment setting.
Approval of Standard Contract #24-648-2 will provide the County with
an average of four beds at Morton Bakar Center during FY 1994-95.
CONTINUED ON ATTACHMENT: YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMEN TIO OF BOARD COMMITTEE'CCC-^^-+ 222.//J
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 SUPERVISORS ON THE DATE SHOWN.
Contact: Lorna Bastian (313-6411)
CC: Health Services (Contracts) ATTESTED
Risk Management Phil B he Clerk di the 8o rd of
Auditor-Controller Supervisors and County Administrator
Contractor
M382/7-83
\ BY - - DEPUTY
Contra Costa County Number 24-648-2
•-Standard Form 1/87 STANDARD CONTRACT Fund/Org # 5942
(Purchase of Services) Account # 2320
1. Contract Identification. Other #
Department: Health Services - Mental Health Division
Subject: Admission of, and treatment services for, Contra Costa
County Clients (age 65+) at Morton Bakar Center
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: TELECARE CORPORATION
Capacity: California private-for-pr t on Taxpayer ID # 94-1735271
Address: 300 Pendleton Way, Oaklan• i n 46
Mailing Address: P.O. Box 14388, Oakland, California 94614
3. Term. The effective date of this Contract is July 1. 1994 and it terminates
June 30, 1995 unless sooner terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not
exceed $125.823.
5. County's Obligations. County shall make to the Contractor those payments described in
the Payment Provisions attached hereto which are incorporated herein by reference,
subject to all the terms and conditions contained or incorporated herein.
6. Contractor's Obligations. Contractor shall provide those services and carry out that
work described in the Service Plan attached hereto which is incorporated herein by
reference, subject to all the terms and conditions contained or incorporated herein.
7. General and Special Conditions. This Contract is subject to the General Conditions and
Special Conditions (if any) attached hereto, which are incorporated herein by
reference.
8. Project. This Contract implements in whole or in part the following described Project,
the application and approval documents of which are incorporated herein by reference:
County's current Mental Health Services Performance Contract #29-469 with the State
Dept. of Health Services, and any modifications or renewals thereof, which is on file
in the office of the County's Mental Health Director, and incorporated herein by
reference.
9. Legal Authority. This Contract is entered into under and subject to the following
legal authorities: Welfare and Institutions Code §5600 et seq. (The Bronzan-
McCorquodale Act) ; California 1 Title 22, §72445; and California
Government Code §§ 26227 and 3 is
10. Signatures. These signatures attest t e parties' agreement hereto:
COUNTY OF CONTRA COSTA. CALIFORNIA
ATTEST: Phil Batchelor, Clerk of the Board
BOARD OF SUPERVISORS of Supervisors and County Administrator
By By
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). All signatures must be acknowledged as set forth on page two.
a
Contra Costa County Standard Form 1/87
APPROVALS/ACKNOWLEDGEMENT
Number 24-648-2
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
By By
Designee
APPROVED: COUNTY ADMINISTRATOR
By
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]
Notary Public/Deputy County Clerk
-2-
Contra Costa County PAYMENT PROVISIONS
(Fee Basis Contracts)
Number 24-648-2
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
[ J b. $ per unit, as defined in the Service Plan, or
[ ] c. $ after completion of all obligations and conditions herein.
[R] d. $ 86.18 per service unit, as defined in the Service Plan, not to exceed a
total of 1.460 units of service.
2. Payment Demands. Contractor shall submit written demands. Said demands shall be made
on County Demand Form D-15 and in the manner and form prescribed by County. Contractor
shall submit said demands for payment no later than 30 days from the end of the month
in which the contract services upon which such demand is based were actually rendered.
Upon approval of said payment demands by the head of the County Department for which
this Contract is made, or his designee, County will make payments as specified in
Paragraph 1. (Payment Amounts) above.
3. Penalty for Late Submission. When Contractor fails to submit to County a timely demand
for payment as specified in Paragraph 2. (Payment Demands) above, and as a result of
Contractor's late submission the County is unable to obtain reimbursement from the
State of California or otherwise; to the extent the County's recovery of funding is
prejudiced, County shall not pay Contractor for such services, even though such
services were fully provided.
4. Right to Withhold. County has the right to withhold payment to the Contractor when,
in the opinion of the County expressed in writing to the Contractor, (a) the
Contractor's performance, in whole or in part, either has not been carried out or is
insufficiently documented, (b) the Contractor has neglected, failed or refused to
furnish information or to cooperate with any inspection, review or audit of its
program, work or records, or (c) Contractor has failed to sufficiently itemize or
document its demand(s) for payment.
5. Financial Statement and Cost Report. Contractor shall prepare, in the form and manner
required by County and the State Department of Mental Health, a financial statement and
a cost report verifying the total number of service units actually provided and
covering the costs that are actually incurred in the provision of services under this
Contract. Contractor shall have the financial statement and the cost report reviewed
and verified by an independent Certified Public Accountant and shall submit said
financial statement and cost report, together with the Certified Public Accountant's
verification, to ' County not later than August 15, 1994, or 45 days following the
termination of this Contract, whichever comes first. The financial statement and cost
Initials:
Contractor County Dept.
1
Contra Costa County PAYMENT PROVISIONS
(Fee Basis Contracts)
Number 24-648-2
report are required for information only and shall not be used by County to adjust
payments made to Contractor during the term of this Contract.
6. Audits. County may audit Contractor's billing for, and provision of, services under
this Contract, at any time with fourteen (14) day advance written notice. County shall
conduct its financial audits in accordance with generally accepted audit standards and
shall limit such audits to verification that the services billed by Contractor were
actually provided to County clients. Contractor shall provide County with on-site
access to all appropriate documents, records, and other supporting information and
services under this Contract.
7. Audit Exceptions. Contractor agrees to accept responsibility for receiving, replying
to, and/or complying with any audit exceptions by appropriate County, State or Federal
audit agencies occurring as a result-of its performance of this Contract. Contractor
also agrees to pay to the County within 30 days of demand by County the full amount of
the County's obligation, if any, to the State and/or Federal government resulting from
any audit exceptions, to the extent such are attributable to the Contractor's failure
to perform properly any of its obligations under this Contract.
Initials:
Contractor County Dept.
2
SERVICE PLAN
Number: 24-648-2
1. Scope of Services. Contractor will provide gero-psychiatric treatment services for
County-authorized clients, age 65 and above, at its Morton Bakar Center, a twenty-four hour,
locked, gero-psychiatric skilled nursing facility. Contractor will make its beds available
to County on a first-come, first-available basis.
2. Licensing Requirements. Contractor shall conduct its program in a facility which is
at all times in compliance with all licensing regulations for a skilled nursing facility.
Contractor warrants that it and all its employees have all necessary licenses and/or permits
required by the laws of the United States, the State of California, Contra Costa County, and
all other appropriate government agencies, and agrees to maintain these licenses and/or
permits in effect for the duration of this Contract. Failure to maintain these licenses
and/or permits shall constitute grounds for the termination of this Contract by County.
When Contractor receives a report on the annual joint inspection visit to Contractor's
facility by the State Department of Health Services and the State Department of Mental
Health, Contractor shall forward a copy of this report to County within 30 days of
Contractor's receipt of the report.
3. Admission Criteria for Countv's Clients.
a. All admissions to Contractor's Facility shall be subject to prior
authorization/approval by County's Director, Geriatric Services or his/her designee.
b. Contractor shall admit residents with a DSM III-R diagnosis. Residents may also
have a medical condition(s) and diagnosis, physical functioning deficits and special needs.
C. County and Contractor agree that individuals whose mental illness is deemed
appropriate for acute care, as well as individuals suffering exclusively from developmental
disability, mental retardation, or physical illness (without a psychiatric component) shall
not be considered for admission.
4. Service Specifications.
a. Basic Service Requirements. Contractor's basic service level shall comply fully
with Title 22, Article 3, Sections 72301-72389 of the California Code of Regulations, which
includes Physician Services, Nursing Services, Administration of Medications and Treatments,
Patient Care, Restraints and Postural Supports, Dietetic Services, Pharmaceutical Service,
Activity Program; Article 4, Sections 72401-72441 of the California Code of Regulations,
which includes Physical Therapy Service, Occupational Therapy Service, Speech Pathology
and/or Audiology Service, Social Work Service; and Special Treatment Program Service Sections
72443-72471 of the California Code of Regulations.
b. Treatment Plan. A multi-disciplinary team shall develop individual treatment
plans for County-authorized clients who are admitted to Contractor's Facility. Each
individual treatment plan shall include the following components:
(1) Psychiatric and medical care specific to elderly psychiatric patients
which addresses the problems identified as reasons for the referral and
includes treatment goals focused on reducing the level of care needed by
Initials:
Contractor County Dept.
1
r
SERVICE PLAN
Number: 24-648-2
the client and/or maintaining the client at his/her optimum level of
functioning.
(2) Specific approaches to improve problem behaviors including, but not
limited to, orientation, bowel and bladder management, and self-care, and
to modify annoying or anti-social behavior.
(3) Group programming designed to address the identified problem behaviors
which includes, but is not limited to, re-motivation, current events,
orientation, social interaction, activity arts and crafts, music exercise,
community re-orientation, problem solving, and skill development such as
self-care.
(4) Organized recreation activities which support the treatment goals and
enhance the client's quality of life while in the facility; i.e. , music,
games, movies, excursions, parties, etc.
(5) Individual treatment.
(6) Family/Significant Others Counseling.
(7) Discharge planning and placement services.
(8) Treatment activities, scheduled throughout the client's waking hours and
directed towards achieving treatment plan goals, enhancing the client's
feeling of self-worth, self-expression, self-care and community living
skills.
(9) A psychiatric program which includes the capacity for:
(a) Restraint and seclusion as ordered; restraints as needed to insure
safety.
(b) Geri-chair for behavior control when less restrictive interventions
are ineffective.
(c) Formal one-to-one supervision, as needed.
(d) Administration of PRN medications.
(e) Suicide precautions/other observation as needed to insure safety.
(f) Provision of redirection to patient for specific behaviors.
(g) Administration of medication plan for appropriate, up-to-date
medications. Continue Medi-Cal TAR process as needed.
Administration of medication to resistant patients, including IM
medication.
Initials:
Contractor County Dept.
2
SERVICE PLAN
Number: 24-648-2
5. Transfer Policy.
a. All admissions to Contractor's Facility must be authorized by County.
b. Medical emergencies shall go the closest acute care hospital.
C. Medical non-emergencies may be transferred for admission to county of origin as
arranged, prior to transfer, by Facility and County's liaison.
d. Psychiatric emergency transfers to the county of origin for clients requiring
acute psychiatric treatment must be approved by the designated County liaison prior to
return. The Facility shall readmit the patient when stabilized unless otherwise directed by
County.
6. Discharge Planning and Placement Services.
a. Upon discharge to the community, and with County approval, the client will be
permitted to return to the Facility if his/her placement fails within 30 days. However, the
client must be cleared medically and be judged to be psychiatrically appropriate prior to
readmission.
b. In the event that a client requires 24-hour acute medical care, the
Facility shall hold the client's bed for a maximum of seven (7) days unless Contractor and
County mutually agree that the client will not return to the Facility or that the bed may be
released earlier.
C. Contractor's social services staff shall actively develop resources to laterally
place clients into skilled nursing facilities, or into lower level of care placements, as
clinically appropriate.
d. All discharges shall be coordinated with County staff (Conservator and Geriatric
Services Clinical Liaison) . County shall maintain approval authority of discharges and
admissions.
7. Service Unit Definition. A unit of service, shall be defined as the provision of the
County-authorized services as set forth above for •one County-approved client for one full
calendar day, also known as a "client-day".
8. Program Objectives and Performance Evaluation. Contractor shall provide the above
program services so as to achieve the service program objectives set forth in the
Department's Contract Performance Plan for this Contract which is on file in the
administrative office of the Department's Mental Health Division and which is incorporated
herein by reference. Contractor's performance under this Contract shall be evaluated by
County on the basis of:
a. The degree to which each specified service program objective was actually
achieved, and
b. The total number of service units that were actually provided by Contractor
hereunder.
Initials:
Contractor County Dept.
3
SERVICE PLAN
Number: 24-648-2
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 31st following the end of the fiscal year
period under this Contract, or 60 days following the termination of this Contract, whichever
comes first, Contractor shall prepare and submit to County a Final Performance Report, in the
form and manner prescribed by County's Department Director, or his designee, covering the 12-
month fiscal year period ending June 30th under this Contract.
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, Article 7 (Section 5325 et seq. ) of Chapter 2 of Part 1 of Division 5 of the
Welfare and Institutions Code and Article 6 (Section 860 et seq. ) of Subchapter 4 of Chapter
1 of Title 9 of the California Code of Regulations.
Initials:
Contractor County Dept.
4
SPECIAL CONDITIONS
Number 24-648-2
1. 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.
2. Adjustments for Erroneous Demands and Payments.
a. If any payments are demanded 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
erroneous or otherwise invalid, County may deduct the amount of such erroneous payments from
payments otherwise payable to Contractor in order to recover any such amount erroneously paid
in the current or 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. Any such reduction in services may be deemed sufficient cause
for termination of this Contract. Within thirty (30) days of request by County, Contractor
shall reimburse County for any such erroneous payments which are in violation of this
Contract.
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 erroneous, unauthorized or illegal payment
demands 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.
3. Insurance Requirements. Paragraph 19. (Insurance) of the General Conditions is hereby
modified by the addition of a subparagraph e. to read as follows:
"e. Professional Liability Insurance. Contractor shall provide and keep in effect
a policy or policies of professional liability insurance including coverage against errors
and omissions (malpractice) with a minimum coverage limit of $1,000,000 per
occurrence/$3,000,000 annual aggregate for all damages resulting from professional services
provided by Contractor. Not later than the effective date of this Contract, Contractor shall
provide County with a certificate(s) of insurance if there is any change in coverage. "
Initials:
Contractor County Dept.
1
SPECIAL CONDITIONS
Number 24-648-2
4. 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.
v
Initials:
Contractor County Dept.
2
Contra Cosh County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
1. Compliance with Law. Contractor shall be subject to and comply with all Federal, State and local
laws and regulations applicable with respect to its performance under this Contract, including but not
limited to, licensing, employment and purchasing practices; and wages, hours and conditions of
employment, including nondiscrimination.
2. Inspection. Contractor's performance, place of business and records pertaining to this Contract
are subject to monitoring, inspection, review and audit by authorized representatives of the County, the
State of California, and the United States Government.
3. Records. Contractor shall keep and make available for inspection and copying by authorized
representatives of the County, the State of California, and the United States Government, the
Contractor's regular business records and such additional records pertaining to this Contract as may be
required by the County.
a. Retention of Records. The Contractor shall retain all documents pertaining to this Contract
for five years from the date of submission of Contractor's final payment demand or final Cost Report;
for any further period that is required by law; and until all Federal/State audits are complete and
exceptions resolved for this contract's funding period. Upon request, Contractor shall make these records
available to authorized representatives of the County, the State of California, and the United States
Government.
b. Access to Books and Records of Contractor. Subcontractor. Pursuant to Section 1861(v)(1)
of the Social Security Act, and any regulations promulgated thereunder, Contractor shall, upon written
request and until the expiration of four years after the furnishing of services pursuant to this Contract,
make available to the Secretary of Health and Human Services or to the Comptroller General, or any of
their duly authorized representatives, this Contract and books, documents, and records of Contractor
that are necessary to certify the nature and extent of all costs and charges hereunder.
Further, if Contractor carries out any of the duties of this Contract through a subcontract with a value
or cost of $10,000 or more over a twelve-month period, such subcontract shall contain a clause to the
effect that upon written request and until the expiration of four years after the furnishing of services
pursuant to such subcontract, the subcontractor shall make available, to the County, to the Secretary or
to the Comptroller General, or any of their duly authorized representatives, the subcontract and books,
documents, and records of the subcontractor that are necessary to verify the nature and extent of all costs
and charges thereunder.
This special condition is in addition to any and all other terms regarding the maintenance or retention
of records under this Contract and is binding on the heirs, successors, assigns and representatives of
Contractor.
4. Reporting Requirements. Pursuant to Government Code Section 7550, Contractor shall include
in all documents or written reports completed and submitted to County in accordance with this Contract,
a separate section listing the numbers and dollar amounts of all contracts and subcontracts relating to
the preparation of each such document or written report. This section shall apply only if the payment
limit under this Contract exceeds $5,000.
1
Contra Costa County Standard Form 1/87
GENERAL CONDMONS
(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 Re--ulations 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$ 00,000 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 103sta 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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