HomeMy WebLinkAboutMINUTES - 02072006 - C.66 sE L
TO: BOARD OF SUPERVISORS Conira
FROM: OFFICE OF REVENUE COLLECTION o ;Il,,u Costa
DATE: January 17, 2006 °�sr n"`�v~ County
9 COUIZ
SUBJECT: CONTRACT # 2005-2 WITH I(BR INC DBA RASH-CURTIS ASSOCIATES
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION:
Approve and authorize the Director of Revenue Collection or designee to execute a contract with
KBR incorporated dba Rash-Curtis Associates to provide third party collection services for a
variety of delinquent debts owed to the County, for the period July 1, 2005 through June 30,
2008.
FISCAL IMPACT:
Payment of this contract will be based upon a percentage of the amount recovered. No impact
to the General fund.
BACKGROUND:
In order to secure the maximum recovery of monies owed to various County Departments, ORC
has secured the services of a private Collection agency to pursue collection accounts.
Due to staffing restraints and the number of accounts assigned ORC has not been able to timely
contact some individual who have obligations with the county. By using the services of a third
party agency we are able to extend our collection hour thereby reaching more individuals.
CONTINUED ON ATTACHMENT: YES SI ATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
_APPROVE OTHER
Ix4c."O�'
SIGNATURE(S). �/ )
ACTION OF BOR ON AI" ! d'U�� APPROVE AS RECOMMENDED OTHER
VOT OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A TRUE
UNANIMOUS (ABSENT ) AND CORRECT COPY OF AN ACTION TAKEN
AND ENTERED ON THE MINUTES OF THE BOARD
AYES: NOES: OF SUPERVISORS ON THE DATE SHOWN.
ABSENT: ABSTAIN: -�/
ATTESTED /.
JOHN SWEETEN,C K OF THE BOARD OF
SUPERVISORS AND COUNTY ADMINISTRATOR
Contact Person:
CC:
BY: DEPUTY
�—
intra Costa County , - STANDARD CONTRACT Number 2005-2
ndard Form Ll `yam,jt` (Purchase of Services-Long Form) Fund/Org# 1260
Revised 2002 / Account# 2310
Other#
1. Contract Identification.
Department: Office of Revenue Collection
Subject: Assignment of Accounts
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: KBf Inc dba Rash-Curtis&Associates
Capacity: Collections,A California Corporation
Address: 190 Orchard Ave, Ste C-250, Vacaville, CA 95688
3. Term. The effective date of this Contract is.July 1, 2005. It terminates on June 30, 2008 unless sooner
terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not exceed
$rte..
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 Oblieations. Contractor shall provide those services and carry out that work described in the
Service Plan attached hereto which is incorporated herein by reference,subject to all the terms and conditions
contained or incorporated herein.
7. General and Special Conditions. This Contract is subject to the General Conditions and Special Conditions
(if any)attached hereto,which are incorporated herein by reference.
8. Pro'ect. This Contract implements in whole or in part the following described Project, the application and
approval documents of which are incorporated herein by reference:
N/A
L-1 (Page 1 of 2)
Contra Costa County STANDARD.CONTRACT Number 2005-2
Standard Form 1,1 (Purchase of Services-Long Form
Revised 2002
9. Leval Authority. This Contract is entered into under and subject to the following legal authorities:
Government codes 26220, 23221 and 26222.
10. Signatures. These signatures attest the parties'agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORI�TIA
BOARD OF SUPERVISORS ATTEST: Clerk of the Board of Supervisors
By By
Chairman/Designee Deputy
CONTRACTOR
Na ine nti Inc dba Rash Curtis Name of business entity KBE Inc dba Rash Curtis
B
y�7
_
(Si ture iior officer) By
/ /✓�rLFi�c.e �, �A-/G/`. ,/r� �,Q�i S�Ol.-J/t
(Print name and title A, if applicable) (Print name and title B, if applicable)
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 Form 1,2.
L-1 (Page 2 of 2)
Lll�t�
Contra Costa County APPROVALS/ACKNOWLEDGMENT Number
Standard Form L-2 (Purchase of Services -Long Form)
Revised 2002
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
COUNTY COUNSEL
By
f y, r
esngnee Deputy
APPROVED: COUNTY ADMINISTRATOR
By: -'�-
Designee
ACKNOWLEDGMENT _
STATE OF CALIFORNIA )
ss.
COUNTY OF CONTRA COSTA )
On , before me,
(insert name and title of the officer),personally appeared
_ personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS MY HAND AND OFFICIAL SEAL.
(Seal)
Signature
ACKNOWLEDGMENT(by Corporation,Partnership,or Individual)
(Civil Code§1189)
�--2 ( Page 1 of 1)
SERVICE PLAN
Rash Curtis&Associates will provide third party collection activity on accounts assigned by the
Office of Revenue Collection(ORC). The collection activity will be performed on a variety of
accounts, which will include medical accounts and judgments, as selected and assigned by ORC. The
activity includes, but is not limited to, letters,phone calls, asset research and skip tracing to locate
debtors that have obligations owed to the County.
1. The contract period is 36 months July 1,2005 through June 30, 2008.
2. The commission rate for non judgment accounts assigned is 20%of the amount recovered.
.3. Commission rate for judgment accounts assigned is 20%of amount recovered.
4. Rash-Curtis shall remit all payments received on accounts assigned ten(10)days after the
month end.
5. Rash-Curtis shall not add any additional cost to the accounts assigned to them from ORC.
6. Account recommended for legal action will be returned to ORC legal unit for processing.
The commission rate for accounts returned for legal action is� rcent(20%)of the
amount recovered JU J moo''
7. ORC can recall any account assigned during the first thirty days at no•cost,accounts
recalled from the thirty first(3 1)day ORC may be accessed a three dollar($ 3.00)per
debtor service fee.
8. Accounts recalled for the following reasons will not be subjected to the above stated fee;
assigned in error, insurance billings,debtor's complaints.
9. No commission will be paid by ORC if the recovery is accomplished through any of the
following State or Federal programs,Franchise Tax Board Refund Intercept Program,
Federal Tax Intercept Program, Lottery Winning, or Treasury Offset program.
10. Authority to settle and/or adjust amount owed is granted to the contractor as long as the
settlement amount is not less than 70%of the original debt owed. A settlement approval
form must be submitted to ORC via fax and a signature is required prior to acceptance of
any offer. Settlement authority on judgment accounts is seventy percent (70%)of the
principal and interest. All cost.associated with a judgment must be paid in full.
11. Rash-Curtis shall not enter into agreement with respect to its performance of this contract
with any subsidiary, affiliate or other company without prior written consent from this
Department.
12. Rash-Curtis shall designate a person to serve as liaison between our office that has the
authority to handle disputes,recall or general questions related to accounts assigned.
13. ORC will assign a clerk to handle request for supporting documentation on any account
assigned.
14. Questions regarding billings, commission payments and balances will be directed to the
Accounting Manager or his designee at ORC.
15. Contractor must be familiar with and comply with all rules regulations and laws relating to
collection in the Fair Credit Reporting Act(FCDA).
16. Contractor must be familiar with and comply with all rules, regulations, and laws relating to
collection in the Health Insurance Portability and Accountability Act(HIPAA). Contractor
shall also comply with the attached HIPAA Business Associate Addendum,attached hereto
and incorporated by reference.
Contra Costa County PAYMENT PROVISIONS Number 2005-2
Standard Form P-1 (Fee Basis Contracts - Long and Short Form)
Revised 2002
1. Payment.Amounts. Subject to the Payment Limit of this Contract and subject to the following Payment
Provisions,County will pay Contractor the following fee as full compensation for all services,work,expenses or
costs provided or incurred by Contractor:
[Check one alternative only.]
[] a. $ monthly, or
[] b. $ per unit, as defined in the Service Plan, or
[ ] c. $ after completion of all obligations and conditions herein.
[ d. PURSUANT TO PAYMENT PROVISIONS CONTAINED IN SERVICE PLAN
2. Payment Demands.Contractor shall submit written demands forpayment on CountyDemand Form D-15 in the
manner and form prescribed by County. Contractor shall submit said demands for payment no later than 30 days
from the end ofthe month in which the contract services uponwhich such demand is based were actually rendered.
Upon approval ofpayment 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. If County is unable to obtain reimbursement from the State of California as a result
of Contractor's failure to submit to County a timely demand for payment as specified in Paragraph 2.(Payment
Demands)above,County shall not pay Contractor for such services to the extent County's recovery o f funding i s
prejudiced by the delay even though such services were fully provided.
4. Right to Withhold. County has the right to withhold payment to Contractor when,in the opinion of County
expressed in writing to Contractor,(a)Contractor's performance,in whole or in part,either has not been carried
out or is insufficiently documented,(b)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 resulting from its performance of this
Contract. Within 30 days of demand,Contractor shall pay County the full amount of County's obligation,if any,
to the state and/or federal government resulting from any audit exceptions,to the extent such are attributable to
Contractor's failure to perform properly any of its obligations under this Contract.
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Number:l-G�Ga
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HIPAA BUSINESS ASSOCIATE ADDENDUM
To the extent, and as long as, required by the Health Insurance Portability and Accountability Act of 1996 and regulations
promulgated thereunder (hereinafter referred to as "HIPAA"), this HIPAA Business Associate Addendum ("Addendum")
supplements and is made a part of the Contract identified as Number (hereinafter referred to as "Agreement")by and
between a Covered Entity(Contra Costa County for its Health Services Department,hereinafter referred to as"County")and
Business Associate (the Contractor identified in the Agreement,hereinafter referred to as"Associate"), and is effective as of
April 14, 2003 (the "Addendum Effective Date").
In consideration of the mutual promises below and the exchange of information pursuant to this Addendum,the parties agree as
.follows:
1. Definitions. As used in this Addendum,the following terms have the following meanings:
a. Business Associate("Associate')means an individual or entity which provides services,arranges,performs or assists
in the performance of activities on behalf of the County and who uses or discloses PHI, pursuant to the HIPAA
Regulations including,but not limited to, 45 CFR Section 160.103.
b. Covered Entity("County") shall mean Contra Costa County for its Health Services Department.
c. Data Aggregation shall have the meaning given to such term under the Privacy Rule including,but not limited to,45
CFR Section 164.501.
d. Designated Record Set shall have the meaning given to such term under the Privacy Rule including,but not limited
to, 45 CFR Section 164.501.
e. Electronic Media is:
(1) Electronic storage media including memory devices in computers (hard drives) and any
removable/transportable digital memory medium,such as magnetic tape or disk,optical disk,or digital memory
card; or
(2) Transmission media used to exchange information already in electronic storage media. Transmission media
include, for example, the Internet (wide-open), extranet (using intemet technology to link a business with
information accessible only to collaborating parties), leased lines, dial-up lines, private networks, and the
physical movement of removable/transportable electronic storage media.
f. Electronic Protected Health Information(ePHI)is anyhealth information,including health care or health payment
information,which identifies, or could be used to identify the individual to whom it pertains and that is stored in or
transmitted by electronic media.
g. Health Care Operations shall have the meaning given to such term under the Privacy Rule including, but not
limited to,45 CFR Section 164.501.
h. Privacy Rule shall mean the Standards for Privacy of Individually Identifiable Health Information in 45 CFR Parts
160 and 164, as in effect or as amended.
i. Protected Health Information ("PHI")means any information in any form or medium, including oral,paper,or
electronic: (i)that relates to the past,present or future physical or mental condition of an individual;the provision of
health care to an individual; or the past,present or future payment for the provision of health care to an individual;
and(ii)that identifies the individual or with respect to which there is a reasonable basis to believe the information can
be used to identify the individual, and shall have the meaning given to such term under the Privacy Rule including,
but not limited to, 45 CFR Section 164.501.
j. Protected Information shall mean PHI provided by County to Associate or created or received by Associate on
behalf of the County.
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k. Required by Law shall have the same meaning given to such term under the Privacy Rule,including,but not limited
to,45 CFR 164.501.
1. Security Incident means the attempted or successful unauthorized access, use, disclosure, modification, or
destruction of information or interference with system operations in an information system.
m. Security Rule shall mean the standards for protecting the security of electronic Protected Health Information in 45
CFR Parts 160, 162, and 164, as in effect or as amended.
Terms used,but not otherwise defined,in this Addendum shall have the same meaning as those terms in the Privacy Rule.
2. Obligations of Associate.
a. Permitted Uses. Associate agrees not to use Protected Information except for the purpose of performing Associate's
obligations under the Agreement and as permitted under the Agreement and this Addendum, or as Required by Law.
b. Permitted Disclosures. Associate agrees not to disclose Protected Information in any manner that would constitute a
violation of the Privacy Rule if disclosed by County,except that Associate may disclose Protected Information(i)in a
manner permitted pursuant to the Agreement and Addendum, (ii)for the proper management and administration of
Associate,(iii)as Required by Law,or(iv)for Data Aggregation purposes for the Health Care Operations of County.
To the extent that Associate discloses Protected Information to a third party,Associate must obtain,prior to making
any such disclosure (i) reasonable assurances from such third party that such Protected Information will be held
confidential as provided pursuant to this Addendum and only disclosed as required by law.or for the purposes for
which it was disclosed to such third party, and (ii) an agreement from such third party to immediately notify
Associate or any breaches of confidentiality of the Protected Information,to the extent it has obtained knowledge of
such breach.
c. Appropriate Safeguards. Associate agrees to implement administrative, technical and physical safeguards that
reasonably and appropriately protect the confidentiality,integrity, and availability of Protected Information that it
creates, receives, maintains, or transmits on behalf of the covered entity as required by the Agreement or this
addendum.
d. Reporting of Improper Use or Disclosure. Associate shall notify County in writing within five(5)working days of
its discovery of any security incident or any other use or disclosure of Protected Information not permitted by the
Agreement or this Addendum of which Associate or its officers,employees or agents become aware. Associate shall
take (i) prompt corrective action to cure any deficiencies and (ii) any action pertaining to such unauthorized
disclosure required by applicable laws and regulations.
e. Associate's Agents. Associate agrees to ensure that any agents, including subcontractors, to whom it provides
Protected Information,agree in writing to the same restrictions and conditions that apply to Associate with respect to
such Protected Information. Associate agrees to implement and maintain sanctions.against agents and subcontractors
that violate such restrictions and shall mitigate the effects of any such violation.
f. Access to Protected Information. Associate agrees to make Protected Information maintained by Associate or its
agents or subcontractors in Designated Record Sets available to County for inspection and copying within ten(10)
days of request by County to enable County to fulfill its obligations under the Privacy Rule,including,but not limited
to,45 CFR Section 164.524.
g. Amendment of Protected Information. Within ten(10)days of receipt of a request from County for an amendment
of Protected Information or a record about an individual contained in a Designated Record Set,Associate or its agents
or subcontractors shall make such Protected Information available to County for amendment and incorporate any such
amendment to enable County to fulfill its obligations under the Privacy Rule,including,but not limited to,45 CFR
Section 164.526. If any individual requests an amendment of Protected Information directly from Associate or its
agents or subcontractors, Associate must notify County within five(5)calendar days of the request. Any denial of
amendment of Protected Information maintained by Associate or its agents or subcontractors will be the responsibility
of County.
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h. Availability and Accounting of Information. .Within ten(10)calendar days of notice by County of a request for
an accounting of disclosure of Protected Information,Associate and its agents or subcontractors shall make available
to County the information required to provide an accounting of disclosures to enable County to fulfill its obligations
under the Privacy Rule including,but not limited to,45 CFR Section 164.528. As set forth in,and as limited by,45
CFR Section 164.528,Associate need not provide an accounting to County of disclosures: (i)to carry out treatment,
payment or health care operations,as set forth in 45 CFR Section 164.502;(ii)to individuals ofPHI about them as set
forth in 45 CFR 164.502;(iii)to persons involved in the individual's care or other notification purposes as set forth in
45 CFR Section 164.510; (iv) for national security or intelligence purposes as set forth in 45 CFR Section
164.512(k)(2); or (v) to correctional institutions or law enforcement officials as set forth in 45 CFR Section
164.512(k)(5). Associate agrees to implement a process that allows for an accounting to be collected and maintained
by Associate and its agents or subcontractors for at least six (6) years prior to the request, but not before the
compliance date of the Privacy Rule. At a minimum,such information shall include:(i)the date of disclosure;(ii)the
name of the entity or person who received Protected Information and,if known,the address of the entity or person;
(iii)a brief description of Protected Information disclosed;and(iv)a brief statement of purpose of the disclosure that
reasonably informs the individual of the basis for the disclosure,or a copy of the individual's authorization,or a copy
of the written request for disclosure. In the event that the request for an accounting is delivered directly to Associate
or its agents or subcontractors, Associate shall within five (5) calendar days of a request forward it to County in
writing. It will be County's responsibility to prepare and deliver such accounting requested. Associate shall not
disclose any Protected Information except as set forth in Section 2.b. of this Addendum.
i. Governmental Access to Records. Associate agrees to make its internal practices,books and records relating to the
use and disclosure of Protected Information available to the Secretary of the U.S.Department of Health and Human
Services(the"Secretary")for purposes of determining County's compliance with the Privacy Rule. Associate agrees
to provide to County a copy of any Protected Information that Associate provides to the Secretary concurrently with
providing such Protected Information to the Secretary.
j. Minimum Necessary. Associate (and its agents and subcontractors) shall only request, use and disclose the
minimum amount of Protected Information necessary to accomplish the purpose of the request, use or disclosure.
k. Data Ownership. Associate acknowledges that Associate has no ownership rights with respect.to the Protected
Information.
1. Retention of Protected Information. Except as provided in Section 3.c. of this Addendum, Associate and its
subcontractors or agents shall retain all Protected Information throughout the term of the Agreement and shall
continue to maintain the information required under Section 2.h.of this Addendum for a period of six(6)years after
termination of the agreement.
in. Associate's Insurance. In addition to any other insurance requirements specified in the Agreement,Associate shall,
at its sole cost and expense,insure its activities in connection with this Addendum. Associate shall obtain, keep in
force and maintain insurance or equivalent program(s) of self-insurance with appropriate limits, as determined by
County at its sole discretion,that shall cover losses that may arise from breach of this Addendum,breach of security,
or any unauthorized use or disclosure of Protected Information. It should be expressly understood,however,that the
insurance required herein shall in noway limit the liability of Associate with respect to its activities in connection
with this Addendum.
n. Indemnification. Associate agrees to indemnify and hold harmless County,its officers,agents and employees from
and against any and all claims, liabilities, demands, damages, losses, costs and expenses, (including costs and
reasonable attorney fees)or claims for injury or damages that are caused by or result from the acts or omissions of
Associate, its officers, agents or employees with respect to the use and disclosure of Protected Information. This
section shall survive cancellation or termination of the Agreement.
o. Inspection of Records. Within ten(10)days of a written request by County,Associate agrees to make available to
County during normal business hours all records, books, agreements, policies and procedures relating to the use
and/or disclosure of Protected Information for purposes of enabling County to determine Associate's compliance with
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the terms of this Addendum. County agrees to protect the confidentiality of confidential and proprietary information
of Associate to which County has access during the course of such inspection. The fact that County inspects,or fails
to inspect,or has the right to inspect,Associate's records,books,agreements,policies and procedures does not relieve
Associate of its obligations pursuant to this Addendum,nor does County's(i)failure to detect or(ii)detection,but
failure to notify Associate or require Associate's remediation of any unsatisfactory practice,constitute acceptance of
such practice or a waiver of County's enforcement rights under this Addendum.
p. Certification. County and its authorized agents or contractors, may examine Associate's facilities, systems,
procedures and records as may be necessary to determine the extent to which Associate's security safeguards comply
with HIPAA, the HIPAA Regulations and this Addendum.
q. Choice of Law and Personal Jurisdiction. This Addendum is made in Contra Costa County and shall be governed
and construed in accordance with the'laws of the State of California. Any action relating to this Addendum shall be
instituted and prosecuted in the courts of Contra Costa County, State of California.
r. Entire Agreement. The Agreement,including this Addendum,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 the Agreement,including this Addendum, shall be deemed to exist or to bind any of the parties hereto.
3. Termination.
a. Material Breach. A breach by Associate of any material provision of this Addendum, as determined by County,
shall constitute a material breach of the Agreement, and shall provide grounds for termination of the Agreement by
County pursuant to General Conditions Paragraph 5 (Termination) of the Agreement.
b. Reasonable Steps to Cure Breach. If County knows of a pattern of activity or practice of Associate that constitutes
a material breach or violation of the Associate's obligations under the provisions of this Addendum or another
arrangement and does not terminate the Agreement pursuant to.Section 3a, then County will provide Associate an
opportunity to cure such breach or end such violation,as applicable. If Associate's efforts to cure such breach or end
such violation are unsuccessful,County shall either(i)terminate the Agreement,if feasible or(ii)if termination of the
Agreement is not feasible, County will report Associate's breach or violation to the Secretary of the Department of
Health and Human Services.
c. Effect of Termination. Upon termination of the Agreement for anyreason,Associate shall return or,at the option of
County,destroy all Protected Information that Associate or its agents or subcontractors still maintain in any form,and
shall retain no copies of such Protected Information. If return or destruction is not feasible,Associate shall continue
to extend the protections of Sections 2a.,2b.,2c.,and 2d.of this Addendum to such information and limit further use
of such Protected Information to those purposes that make the return or destruction of such Protected Information
infeasible. If Associate destroys the Protected Information, Associate shall certify in writing to County that such
Protected Information has been destroyed.
4. Disclaimer. County makes no warranty or representation that compliance by Associate with this Addendum,HIPAA or
the HIPAA Regulations will be adequate or satisfactory for Associate's own purposes. Associate is solely responsible for
all decisions made by Associate regarding the safeguarding of PHI.
5. Changes to the Addendum.
a. Compliance with Law. The parties acknowledge that state and federal laws relating to electronic data security and
privacy are rapidly evolving and that changes to this Addendum may be required to ensure compliance with such
developments. The parties agree to take such action as may be necessary to implement the standards and
requirements of HIPAA,the HIPAA Regulations and other applicable state and federal laws relating to the security or
confidentiality of PHI.
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b. Negotiations. In the event that a state or federal law,statute,or regulation materially affects the Agreement or this
Addendum, the parties agree to negotiate immediately in good faith any necessary or appropriate revisions to the
Agreement or this Addendum. If the parties are unable to reach an agreement concerning such revisions within the
earlier of thirty(30)calendar days after the date of notice seeking negotiations or the effective date of a change in law
or regulations, or if the change is effective immediately, then County may, in its sole discretion, immediately
terminate the Agreement upon written notice to Associate.
6. Miscellaneous Provisions.
a. Assistance in Litigation or Administrative Proceedings. Associate shall make itself, and any subcontractors,
employees or agent assisting Associate in the performance of its obligations under the Agreement, available to
County, at no cost to County, to testify as witnesses or otherwise, in the event of litigation or administrative
proceedings against County, its officers or employees based upon a claimed violation of HIPAA, the HIPAA
Regulations or other laws relating'to security and privacy and arising out of the Agreement or this Addendum.
b. No Third Party Beneficiaries. Nothing express or implied in this Addendum is intended to confer, nor shall
anything herein confer,upon any person other than County,Associate and their respective successors or assigns,any
rights,remedies,obligations or liabilities whatsoever.
c. Effect on Agreement. Except as specifically required to implement the purposes of this Addendum,or to the extent
inconsistent with this Addendum, all other terms of the Agreement shall remain in full force and effect.
d. Interpretation. The provision of this Addendum shall prevail over any provisions in the Agreement that may
conflict or appear inconsistent with any provision of this Addendum. This Addendum and the Agreement shall be
interpreted as broadly as necessary to implement and comply with HIPAA and the Privacy Rule. The parties agree
that any ambiguity in this Addendum shall be resolved in favor of a meaning that complies and is consistent with
HIPAA and the Privacy Rule.
e. Notice to Secretary. If County knows of a pattern of activity or practice of Associate that constitutes a material
breach or violation of Associate's obligations under this Addendum, if the breach or violation continues, and if
termination of the Agreement is not feasible,County is required by the HIPAA regulations to report the problem to
the Secretary of Health and Human Services.
f. Survival. The obligations of Associate under Section 3.c. (Effect of Termination)of this Addendum shall survive
the termination of the Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Addendum as of the Addendum Effective Date.
Contra Costa County Associate
tP�
OFFICE OF REVENUE COLLACTIONS KBA Inc. dba Rash Curtis and Associates
l
By. / �kl By
Title: D I✓---` C^ Title:
Date: Date:
[Form Approved by County Counsel]
(Revised 09/2005)
5
Contra Costa.County Number
Standard Form L4
Revised 2002 SPECIAL CONDITIONS
(SAMPLE) (Purchase of Services-Long Form)
Contra Costa County Number 2005-2
Standard Form L4
Revised 2002 SPECIAL CONDITIONS
(Purchase of Services-Long Form)
1. Insurance. Paragraph 19 (Insurance) of the General Conditions is hereby deleted in its
entirety and replaced with the following paragraph:
19. Insurance.
1. Automobile Insurance. During the entire term of this Contract and any extension
or modification thereof, Contractor shall keep in effect a policy or policies of motor
vehicle liability insurance, naming the County and its officers and employees as
additional,insured,for any use Contractor makes of a private automobile in the
performance of this Contract, as required by State law, in amounts not less than:
(1). $100,000 for personal injury to,or death of one person;
(2) $300,000 for injury to, or death of, two or more persons, per occurrence;
and
(3) $500,000 for property damage.
2. Insurance Certificate. Not later than the effective date of this Contract,
Contractor shall provide County with a certificate(s)of insurance evidencing the
above liability insurance. The policies shall include a provision for thirty(30) days
written notice to County before cancellation or material change of the above-
specified coverage."
(b). Proof of Insurance. Contractor shall provide County with(a)copy(ies)of
the endorsement(s) making the County an additional named insured on all general
liability,worker's compensation, and, if applicable, all professional liability
insurancepolicies as required herein no later than the effective date of this
Contract. If 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 pohcy(ies) at any time during the term of this Contract, then Contractor
shall provide County with(a)current copy(ies)of the endorsement(s).
3. Professional Liability Insurance
(a)The Contractor shall provide professional liability insurance with a minimum
coverage limit of$500,000 for all damages or losses because of errors, omissions or
malpractice arising from the provision of professional services under this contract
(A F
Contra Costa County GENERAL'CONDITIONS Number 2005-2
Standard Form 1,5 (Purchase of Services-Long Form)
Revised 2003
1. Compliance with Law. Contractor shall be subject to and comply with all applicable federal,state and local laws and
regulations 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. Insppction. 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 Contractors regular business records and such
additional records pertaining to this Contract as may be required by the County.
a. Retention of Records. Contractor shall retain all documents pertaining to this Contract for five-years from the
date of submission of Contractors final payment demand or fmal 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 die Social
Security Act, and any regulations promulgated there under, 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 County, the
Secretary of Health and Human Services,or the Comptroller General,or any of their duly authorized representatives,
this Contract and books,documents,and records of Contractor 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, the Secretary, the Comptroller General, or any of their duly
authorized representatives,the subcontract and books,documents,and records of the subcontractor 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.
5. Termination and Cancellation.
a Written Notice. This Contract may be terminated by either party,in its sole discretion,upon thirty-day advance
written notice thereof to the other,and may be cancelled immediately by written mutual consent
T [ ID--- / _r C\
Contra Costa County GENERAL CONDITIONS
Standard Form,L-5' (Purchase of Services-Long Form)
Revised 2003
b. Failure to Perform. County,upon written notice to Contractor,may immediately terminate this Contract should
Contractor fail to perform properly any of its obligations hereunder. In the event of such termination, County may
proceed with the work in any reasonable manner it chooses. The cost to County of completing Contractors
performance shall be deducted from any sum due Contractor under this Contract,without prejudice to County's rights
to recover 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 Contractor and County. 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. Informal Agreements may not enlarge in any manner the scope of this Contract,
including any sums of money to be paid 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 its designee.
8. Modifications and Amendments.
a. General Amendments. This Contract may be modified or amended by a written document executed by
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 Contractor and the County Administrator(or designee),
subject to any required state or federal approval, provided that such administrative amendment may not materially
change the Payment Provisions or the Service Plan.
9. Disputes. Disagreements between County and Contractor concerning the meaning,requirements,or performance of
this Contract shall be subject to final written determination 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
10. Choice of Law and Personal Jurisdiction.
a. This Contract is made in Contra Costa County and shall begoverned 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.
L-5 (Page 2 of 6)
Initiate
Contra Costa County GENERAL CONDITIONS
Standard Form Ir5 (Purchase of Services-Long Form)
Revised 2003
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 County indicating Contractors 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 Contractors 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.
Prior written consent of the County Administrator or his designee, subject to any required state or federal approval, is
required before the Contractor may.enter into subcontracts for any work contemplated under this Contract,or before the
Contractor may assign this Contract or monies due or to become due,by operation of law or otherwise.
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 they know or have reason to know they have 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.
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, ethnic background, disability, or sexual
orientation,and that none shall be used,in whole or in part,for religious worship or instruction.
18. Indemnification. Contractor shall defend,indemnify,save,and hold harmless 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
Ir5 (Page 3 of 6)
Tnitink-
Contra Costa County. GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services-Long Form)
Revised 2003
the operations or services of 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 County or its officers or employees.
Contractor will reimburse County for any expenditures,including reasonable attorneys'fees,County may make by reason of
the matters that are the subject of this indemnification,and,if requested by County,will defend any claims or litigation to
which this indemnification provision applies at the sole cost and expense of Contractor.
19. Insurance. During the entire term of this Contract and any extension or modification thereof,Contractor shall keep in
effect insurance policies meeting the following insurance requirements unless otherwise expressed in the Special Conditions:
a. liability Insurance. For all contracts where the total payment limit of the contract is$500,000 or less,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 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 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 Contractors insurance policy or policies. For all contracts where the total payment limit is
above $500,000, the aforementioned insurance coverage to be provided_ by Contractor shall have a minimum
combined single limit coverage of$1,000,000,and Contractor shall be required to provide County with a copy of the
endorsement making the County an additional insured on all general liability, worker's compensation, and, if
applicable,all professional liability insurance policies as required herein no later than the effective date of this Contract
b. Workers Compensation. 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 workers compensation insurance as required herein no later than the effective date of this Contract. If the
Contractor should renew the insurance policy(ies)or acquire either a new insurance policy(ies)or amend the coverage
afforded through an endorsement to the policy at any time during the term of this Contract, then Contractor shall
provide (a) current certificate(s) of insurance.
d. Additional Insurance Provisions. The insurance policies provided by Contractor shall include a provision for
thirty(30) days written notice to County before cancellation or material change 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 County shall be addressed to the head of the county department for which this
Contract is made. Notices to Contractor shall be addressed to the Contractors 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 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.
U5 (Page 4 of 6)
Tnitiaic• k 11
`r l
Contra Costa County GENERAL CONDITIONS
Standard Form 1r5 (Purchase of Services-Long Forma
Revised 2003
22. Nonrenewal. Contractor understands and agrees that there is no representation,implication,or understanding that the
services provided by Contractor under this Contract will be purchased by County under a new contract following expiration
or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure to continue
purchasing all or any such services from Contractor.
23. Possessory Interest If this Contract results in Contractor having possession of,claim 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 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, County reserves the right to copyright,and Contractor agrees not to copyright, such material. If the
material is copyrighted,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.
26. 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 Contractors 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. .
27. Required AudiL (A) If Contractor is funded by$500,000 or more in federal grant funds in any fiscal year ending
after December 31,2003 from any source, Contractor shall provide to County at Contractors expense an audit
conforming to the requirements set forth in the most current version of Office of Management and Budget Circular A-
133.
133. (B)If Contractor is funded by less than$500,000 in federal grant funds in any fiscal year ending after December
31, 2003 from any source, but such grant imposes specific audit requirements; Contractor shall provide to County an
audit conforming to those requirements. (C) If Contractor is funded by less than$500,000 in federal grant funds in any
fiscal year ending after December 31, 2003 from any source, Contractor is exempt from federal audit requirements for
that year,however, Contractors records must be available for and an audit may be required by,appropriate officialsof
the federal awarding agency, the General Accounting Office (GAO),the pass-through entity and/or the County. If any
U5 (Page 5 of 6)
Tnitink
f� J
Contra Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services-Long Form)
Revised 2003
such audit is required, Contractor shall provide County with such audit. With respect to the audits specified in (A), (B)
and (C) above, Contractor is solely responsible for arranging for the conduct of the audit,and for its cost County may
withhold the estimated cost of the audit or 10 percent of the contract amount,whichever is larger,or the final payment,
from Contractor until County receives the audit from Contractor.
28. Authorization. Contractor, or the representative(s) signing this Contract on behalf of Contractor, represents and
warrants that it has full power and authority to enter into this Contract and perform the obligations herein.
i
1
1,5 (Page 6 of 6)
initialc•
Contra Costa County STANDARD CONTRACT Number 2005-2
Standard Form lit (Purchase of Services Long Form) Fund/Org# 1260
Revised 2002 Account# 2310
Other#
L Contract Identification.
Department: Office of Revenue Collection
Subject: Assignment of Accounts
2. Pasties. The County of Contra Costa,California(County),for its Department named above,and the following
named Contractor mutually agree and promise as follows:
jou /-(-P
Contractor: KBK1nc dba Rash-Curtis&Associates
Capacity: Collections,A California Corporation
Address: 190 Orchard Ave, Ste'C-250,Vacaville, CA 95688
3. Term. The effective date of this Contract is July 1. 2005. It terminates on June 30. 2008 unless sooner
terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not exceed
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 Oblia tions. 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:
N/A
L-1 (Page 1 of 2)
Contra Costa County STANDARD CONTRACT Number 2005-2
Standard Form L-1 (Purchase of Services-Long Form)
Revised 2002
9. Legal Authoritv. This Contract is entered into under and subject to the following legal authorities:
Government codes 26220, 23221 and 26222.
10. Signatures. These signatures attest the parties'agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA.
BOARD OF SUPERVISORS ATTEST: Clerk of the Board of Supervisors
AAv--
By By I
Chaff n/Designee Deputy
CON'T'RACTOR
i.
10 4W
Name u 'ne entity Inc dba Rash Curtis Name of business entity-.KBI "Inc dba 'Rash Curtis
By
(Sign re oft or officer) By
f ,�ce L. PA- Yflt PP-Af,A�r
(Print name and title A, if applicable) (Print name and title B, if applicable)
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 Form U2.
L-1 (Page 2 of 2)
Contra Costa County APPROVALS/ACKNOWLEDGMENT . Number`Z 0'=- "Z
Standard Form L-2 (Purchase of Services -Long Form)
Revised 2002
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
COUNTY COUNSEL
By /!` By: r
iesignee Deputy Zl
APPROVED: COUNTY ADMINISTRATOR
- Designee
ACKNOWLEDGMENT.
STATE OF CALIFORNIA )
) ss.
COUNTY OF CONTRA COSTA )
On , before me,
(insert name and title of the officer),personally appeared
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS MY HAND AND OFFICIAL SEAL.
(Seal)
Signature
ACKNOWLEDGMENT(by Corporation,Par maship,or Individual)
(Civil Code§1189)
�L.-2 ( Page I of 1)
SERVICE PLAN
Rash Curtis&Associates will provide third party collection activity on accounts assigned by the
Office of Revenue Collection(ORC). The collection activity will be performed on a variety of
accounts,which will include medical accounts and judgments, as selected and assigned by ORC. The
activity includes,but is not limited to,letters,phone calls, asset research and skip tracing to locate
debtors that have obligations owed to the County.
1. The contract period is 36 months July 1,2005 through June 30, 2008.
2. The commission rate for non judgment accounts assigned is 20%of the amount recovered.
3. Commission rate for judgment accounts assigned is 20%of amount recovered.
4. Rash-Curtis shall remit all payments received on accounts assigned ten(10)days after.the
month end.
5. Rash-Curtis shall not add any additional cost to the accounts assigned to them from ORC.
6. Account recommended for legal action will be returned to ORC legal unit for processing.
The commission rate for accounts returned for legal action is fwFpercent(20%)of the
amount recovered
.7. ORC can recall any account assigned during the first thirty days at no cost, accounts
recalled from the thirty first(3 1) day ORC may be accessed a three dollar($ 3.00)per
debtor service fee.
8. Accounts recalled for the following reasons will not be subjected to the above stated fee;
assigned in error, insurance billings, debtor's complaints.
9. No commission will be paid by ORC if the recovery is accomplished through any of the
following State or Federal programs,Franchise Tax Board Refund Intercept Program,
Federal Tax Intercept Program, Lottery Winning, or Treasury Offset program.
10. Authority to settle and/or adjust amount owed is granted to the contractor as long as the
settlement amount is not less than 70%of the original debt owed A settlement approval
form must be submitted to ORC via fax and a signature is required prior to acceptance of
any offer. Settlement authority on judgment accounts is seventy percent (70%)of the
principal and interest. All cost associated with a judgment must be paid in full.
11. Rash-Curtis.shall not enter into agreement with respect to its performance of this contract
with any subsidiary, affiliate or other company without prior written consent from this
Department.
12. Rash-Curtis shall designate a person to serve as liaison between our office that has the
authority to handle disputes,recall or general questions related to accounts assigned.
13.,ORC will assign a clerk to handle request for supporting documentation on any account
assigned.
14. Questions regarding billings,commission payments and balances will be directed to the
Accounting Manager or his designee at ORC.
15. Contractor must be familiar with and comply with all rules regulations and laws relating to
collection in the Fair Credit Reporting Act(FCDA). .
16. Contractor must be familiar with and comply with all rules,regulations, and laws relating to
collection in the Health Insurance Portability and Accountability Act(HIPAA). Contractor
shall also comply with the attached HIPAA Business Associate Addendum,attached hereto
and incorporated by reference.
Contra Costa County, PAYMENT PROVISIONS Number 2005-2
Standard Form P-1 (Fee Basis Contracts - Long and Short Form)
Revised 2002
1. Pavment 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
Hc-c. $ after completion of all obligations and conditions herein.
[x] d. PURSUANT TO PAYMENT PROVISIONS CONTAINED IN SERVICE PLAN
2. Payment Demands.Contractor shall submit written demands forpayment on CountyDemand Form D-15 in the
manner and form prescribed by County. Contractor shall submit said demands forpayment 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 ofpayment demands bythe 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. If County is unable to obtainreimbursement from the State of California as a result
of Contractor's failure to submit to County a timely demand for payment as specified in P aragraph 2.(P ayment
Demands)above,County shall not pay Contractor for such services to the extent County's recovery of funding is
prejudiced by the delay even though such services were fully provided.
4. Right to Withhold. County has the right to withhold payment to Contractor when,in the opinion of County
expressed in writing to Contractor,(a)Contractor's performance,in whole or in part,either has not been carried
out oris insufficiently documented,(b)Contractor has neglected,failed orrefused 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 resulting from its performance of this
Contract. Within 30 days of demand,Contractor shall pay County the full amount of County's,obligation,if any,
to the state and/or federal government resulting from any audit exceptions,to the extent such are attributable to
Contractor's failure to perform properly any of its obligations under this Contract.
Initials: %i' xv
Form P-1 (Page 1 of 1) Contractor Cou6 Dept.
Number:W O' : :;
HIPAA BUSINESS ASSOCIATE ADDENDUM
To the extent, and as long as, required by the Health Insurance Portability and Accountability Act of 1996 and regulations
promulgated thereunder (hereinafter referred to as "HIPAA"), this HIPAA Business Associate Addendum ("Addendum")
supplements and is made a part of the Contract identified as Number (hereinafter referred to as "Agreement")by and
between a Covered Entity(Contra Costa County for its Health Services Department,hereinafter referred to as"County")and
Business Associate (the Contractor identified in the Agreement,hereinafter referred to as`Associate"), and is effective as of
April 14, 2003 (the"Addendum Effective Date").
In consideration of the mutual promises below and the exchange of information pursuant to this Addendum,the parties agree as
follows:
1. Definitions. As used in this Addendum,the following terms have the following meanings:
a. Business Associate("Associate')means an individual or entity which provides services,arranges,performs or assists
in the performance of activities on behalf of the County and who uses or discloses PHI, pursuant to the HIPAA
Regulations including,but not limited to,45 CFR Section'160.103.
b. Covered Entity("County")shall mean Contra Costa County for its Health Services Department.
c. Data Aggregation shall have the meaning given to such term under the Privacy Rule including,but not limited to,45
CFR Section 164.501.
d. Designated Record Set shall have the meaning given to such term under the Privacy Rule including,but not limited
to,45 CFR Section 164.501.
e. Electronic Media is:
(1) Electronic storage media including memory devices in. computers (hard drives) and any
removable/transportable digital memory medium,such as magnetic tape or disk,optical disk, or digital memory
card; or
(2) Transmission media used to exchange information already in electronic storage media. Transmission media
include, for example, the Internet (wide-open), extranet (using internet technology to link a business with
information accessible only to collaborating parties), leased lines, dial-up lines, private networks, and the
physical movement of removable/transportable electronic storage media.
f. Electronic Protected Health Information(ePHI)is any health information,including health care or health payment
-information,which identifies,or could be used to identify the individual to whom it pertains and that is stored in or
transmitted by electronic media.
g. Health Care Operations shall have the meaning given to such term under the Privacy Rule including, but not
limited to, 45 CFR Section 164.501.
h. Privacy Rule shall mean the Standards for Privacy of Individually Identifiable Health Information in 45 CFR Parts
160 and 164,as in effect or as amended.
i. Protected Health Information ("PHI")means any information in any form or medium, including oral,paper, or
electronic: (i)that relates to the past,present or future physical or mental condition of an individual;the provision of
health care to an individual; or the past,present or future payment for the provision of health care to an individual;
and(ii)that identifies the individual or with respect to which there is a reasonable basis to believe the information can
be used to identify the individual,and shall have the meaning given to such term under the Privacy Rule including,
but not limited to, 45 CFR Section 164.501.
j. Protected Information shall mean PHI provided by County to Associate or created or received by Associate on
behalf of the County.
Initials: A-
Contractor Count Dept.
1
Number:'
k. Required by Law shall have the same meaning given to such term under the Privacy Rule,including,but not limited
to,45 CFR 164.501.
1. Security Incident means the attempted or successful unauthorized access, use, disclosure, modification, or
destruction of information or interference with system operations in an information system.
m. Security Rule shall mean the standards for protecting the security of electronic Protected Health Information in 45
CFR Parts 160, 162, and 164, as in effect or as amended.
Terms used,but not otherwise defined,in this Addendum shall have the same meaning as those terms in the Privacy Rule.
2. Obligations of Associate.
a. Permitted Uses. Associate agrees not to use Protected Information except for the purpose ofperforming Associate's
obligations under the Agreement and as permitted under the Agreement and this Addendum,or as Required by Law.
b. Permitted Disclosures. Associate agrees not to disclose Protected Information in any manner that would constitute a
violation of the Privacy Rule if disclosed by County,except that Associate may disclose Protected Information(i)in a
manner permitted pursuant to the Agreement and Addendum, (ii)for the proper management and administration of
Associate,(iii)as Required by Law,or(iv)for Data Aggregation purposes for the Health Care Operations of County.
To the extent that Associate discloses Protected Information to a third party,Associate must obtain,prior to making
any such disclosure (i)reasonable assurances from such third party that such Protected Information will be held
confidential as provided pursuant to this Addendum and only disclosed as required by law or for the purposes for
which it was disclosed to such third party, and (ii) an agreement from such third party to immediately notify
Associate or any breaches of confidentiality of the Protected Information,to the extent it has obtained knowledge of
such breach.
c. Appropriate Safeguards. Associate agrees to implement administrative, technical and physical safeguards that
reasonably and appropriately protect the confidentiality,integrity, and availability of Protected Information that it
creates, receives, maintains, or transmits on behalf of the covered-entity as required by the Agreement or this
addendum.
d. Reporting of Improper Use or Disclosure. Associate shall notify County in writing within five(5)working days of
its discovery of any security incident or any other use or disclosure of Protected Information not permitted by the
Agreement or this Addendum of which Associate or its officers,employees or agents become aware. Associate shall
take (i) prompt corrective action to cure any deficiencies and (ii) any action pertaining to such unauthorized
disclosure required by applicable laws and regulations.
e. Associate's Agents. Associate agrees to ensure that any agents, including subcontractors, to whom it provides
Protected Information,agree in writing to the same restrictions and conditions that apply to Associate with respect to
such Protected Information. Associate agrees to implement and maintain sanctions against agents and subcontractors
that violate such restrictions and shall mitigate the effects of any such violation.
f. Access to Protected Information. Associate agrees to make Protected Information maintained by Associate or its
agents or subcontractors in Designated Record Sets available to County for inspection and copying within ten(10)
days of request by County to enable County to fulfill its obligations under the Privacy Rule,including,but not limited
to,45 CFR Section 164.524.
g. Amendment of Protected Information. Within ten(10)days of receipt of a request from County for an amendment
of Protected Information or a record about an individual contained in a Designated Record Set, Associate or its agents
or subcontractors shall make such Protected Information available to County for amendment and incorporate any such
amendment to enable County to fulfill its obligations under the Privacy Rule,including,but not limited to,45 CFR
Section 164.526. If any individual requests an amendment of Protected Information directly from Associate or its
agents or subcontractors,Associate must notify County within five(5)calendar days of the request. Any denial of
amendment of Protected Information maintained by Associate or its agents or subcontractors will be the responsibility
of County.
n
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2
Number,Lt_
h. Availability and Accounting of Information. Within ten(10)calendar days of notice by County of a request for
an accounting of disclosure of Protected Information,Associate and its agents or subcontractors shall make available
to County the information required to provide an accounting of disclosures to enable County to fulfill its obligations
under the Privacy Rule including,but not limited to,45 CFR Section 164.528. As set forth in,and as limited by,45
CFR Section 164.528,Associate need not provide an accounting to County of disclosures:(i)to carry out treatment,
payment or health care operations,as set forth in 45 CFR Section 164.502;(ii)to individuals of PHI about them as set
forth in 45 CFR 164.502;(iii)to persons involved in the individual's care or other notification purposes as set forth in
45 CFR Section 164.510; (iv) for national security or intelligence purposes as set forth in 45 CFR Section
164.512(k)(2); or (v) to correctional institutions or law enforcement officials as set forth in 45 CFR Section
164.512(k)(5). Associate agrees to implement a process that allows for an accounting to be collected and maintained
by Associate and its agents or subcontractors for at least six (6) years prior to the request, but not before the
compliance date of the Privacy Rule. At a minimum,such information shall include:(i)the date of disclosure;(ii)the
name of the entity or person who received Protected Information and,if known,the address of the entity or person;
(iii)a brief description of Protected Information disclosed;and(iv)a brief statement of purpose of the disclosure that
reasonably informs the individual of the basis for the disclosure,or a copy of the individual's authorization,or a copy
of the written request for disclosure. In the event that the request for an accounting is delivered directly to Associate
or its agents or subcontractors, Associate shall within five (5) calendar days of a request forward it to County in
writing. It will be County's responsibility to prepare and deliver such accounting requested. Associate shall not
disclose any Protected Information except as set forth in Section 2.b. of this Addendum.
i. Governmental Access to Records. Associate agrees to make its internal practices,books and records relating to the
use and disclosure of Protected Information available to the Secretary of the U.S.Department of Health and Human
Services(the"Secretary")for purposes of determining County's compliance with the Privacy Rule. Associate agrees
to provide to County a copy of any Protected Information that Associate provides to the Secretary concurrently with
providing such Protected Information to the Secretary.
j. Minimum Necessary. Associate (and its agents and subcontractors) shall.only request, use and disclose the
minimum amount of Protected Information necessary to accomplish the purpose of the request, use or disclosure.
k. Data Ownership. Associate acknowledges that Associate has no ownership rights with respect to the Protected
Information.
1. Retention of Protected Information. Except as provided in Section 3.c. of this Addendum, Associate and its
subcontractors or agents shall retain all Protected Information throughout the term of the Agreement and shall
continue to maintain the information required under Section 21.of this Addendum for a period of six(6)years after
termination of the agreement.
in. Associate's Insurance. In addition to any other insurance requirements specified in the Agreement,Associate shall,
at its sole cost and expense,insure its activities in connection with this Addendum. Associate shall obtain,keep in
force and maintain insurance or equivalent program(s)of self-insurance with appropriate limits, as determined by
County at its sole discretion,that shall cover losses that may arise from breach of this Addendum,breach of security,
or any unauthorized use or disclosure of Protected Information. It should be expressly understood,however,.that the
insurance required herein shall in no way limit the liability of Associate with respect to its activities in connection
with this Addendum.
n. Indemnification. Associate agrees to indemnify and hold harmless County,its officers,agents and employees from
and against any and all claims, liabilities, demands, damages, losses, costs and expenses, (including costs and
reasonable attorney fees) or-claims for injury or damages that are caused by or result from the acts or omissions of
Associate, its officers, agents or employees with respect to the use and disclosure of Protected Information. This
section shall survive cancellation or termination of the Agreement.
o. Inspection of Records. Within ten(10)days of a written request by County,Associate agrees to make available to
County during normal business hours all records, books, agreements, policies and procedures relating to the use
and/or disclosure of Protected Information for purposes of enabling County to determine Associate's compliance with
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Number:!� 1
the terms of this Addendum. County agrees to protect the confidentiality of confidential and proprietary information
of Associate to which County has access during the course of such inspection. The fact that County inspects,or fails
to inspect,or has the right to inspect,Associate's records,books,agreements,policies and procedures does not relieve
Associate of its obligations pursuant to this Addendum,nor does County's(i)failure to detect or(ii) detection,but
failure to notify Associate or require Associate's remediation of any unsatisfactory practice,constitute acceptance of
such practice or a waiver of County's enforcement rights under this Addendum.
p. Certification. County and its authorized agents or contractors, may examine Associate's facilities, systems,
procedures and records as may be necessary to determine the extent to which Associate's security safeguards comply
with HIPAA,the HIPAA Regulations and this Addendum.
q. Choice of Law and Personal Jurisdiction. This Addendum is made in Contra Costa County and shall be governed
and construed in accordance with the laws of the State of California. Any action relating to this Addendum shall be
instituted and prosecuted in the courts of Contra Costa County, State of California.
r. Entire Agreement. The Agreement,including this Addendum,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 the Agreement,including this Addendum, shall be deemed to exist or to bind any of the parties hereto.
3. Termination.
a. Material Breach. A-breach by Associate of any material provision of this Addendum, as determined by County,
shall constitute a material breach of the Agreement,and shall provide grounds for termination of the Agreement by
County pursuant to General Conditions Paragraph 5 (Termination) of the Agreement.
b. Reasonable Steps to Cure Breach. If County knows of a pattern of activity or practice of Associate that constitutes
a material breach or violation of the Associate's obligations under the provisions of this Addendum or another
arrangement and does not terminate the Agreement pursuant to Section 3a,then County will provide Associate an
opportunity to cure such breach or end such violation,as applicable. If Associate's efforts to cure such breach or end
such violation are unsuccessful,County shall either(i)terminate the Agreement,if feasible or(ii)if termination of the
Agreement is not feasible, County will report Associate's breach or violation to the Secretary of the Department of
Health and Human Services.
c. Effect of Termination. Upon termination of the Agreement for any reason,Associate shall return or,at the option of
County,destroy all Protected Information that Associate or its agents or subcontractors still maintain in any form,and
shall retain no copies of such Protected Information. If return or destruction is not feasible,Associate shall continue
to extend the protections of Sections 2a.,2b.,2c.,and 2d.of this Addendum to such information and limit further use
of such Protected Information to those purposes that make the return or destruction of such Protected Information
infeasible. If Associate destroys the Protected Information, Associate shall certify in writing to County that such
Protected Information has been destroyed.
4. Disclaimer. County makes no warranty or representation that compliance by Associate with this Addendum,HIPAA or
the HIPAA Regulations will be adequate or satisfactory for Associate's own purposes. Associate is solely responsible for
all decisions made by Associate regarding the safeguarding of PHI.
5. Changes to the Addendum.
a. Compliance with Law. The parties acknowledge that state and federal laws relating to electronic data security and
privacy are rapidly evolving and that changes to this Addendum may be required to ensure compliance with such
developments. The parties agree to take such action as may be necessary to implement the standards and
requirements of HIPAA,the HIPAA Regulations and other applicable state and federal laws relating to the security or
confidentiality of PHI.
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b. Negotiations. In the event that a state or federal law,statute,or regulation materially affects the Agreement or this
Addendum,the parties agree to negotiate immediately in good faith any necessary or appropriate revisions to the
Agreement or this Addendum. If the parties are unable to reach an agreement concerning such revisions within the
earlier of thirty(30)calendar days after the date of notice seeking negotiations or the effective date of a change in law
or regulations, or if the change is effective immediately, then County may, in its sole discretion, immediately
terminate the Agreement upon written notice to Associate.
6. Miscellaneous Provisions.
a. Assistance in Litigation or Administrative Proceedings. Associate shall make itself, and any subcontractors,
employees or agent assisting Associate in the performance of its obligations under the Agreement, available to
County, at no cost to County, to testify as witnesses or otherwise, in the event of litigation or administrative
proceedings against County, its officers or employees based upon a claimed violation of HIPAA, the HIPAA
Regulations or other laws relating-to security and privacy and arising out of the Agreement or this Addendum.
b. No Third Party Beneficiaries. Nothing express or implied in this Addendum is intended to confer, nor shall
anything herein confer,upon any person other than County,Associate and their respective successors or assigns,any
rights, remedies,obligations or liabilities whatsoever.
c. Effect on Agreement. Except as specifically required to implement the purposes of this Addendum,or to the extent
inconsistent with this Addendum, all other terms of the Agreement shall remain in full force and effect.
d. Interpretation. The provision of this Addendum shall prevail over any provisions in the Agreement that may
conflict or appear inconsistent with any provision of this Addendum. This Addendum and the Agreement shall be
interpreted as broadly as necessary to implement and comply with HIPAA and the Privacy Rule. The parties agree
that any ambiguity in this Addendum shall be resolved in favor of a meaning that complies and is consistent with
HIPAA and the Privacy Rule. .
e. Notice to Secretary. If County knows of a pattern of activity or practice of Associate that constitutes a material
breach or violation of Associate's obligations under this Addendum, if the breach or violation continues, and if
termination of the Agreement is not feasible,County is required by the HIPAA regulations to report the problem to
the Secretary of Health and Human Services.
f. Survival. The obligations of Associate under Section 3.c. (Effect of Termination) of this Addendum shall survive
the termination of the Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Addendum as of the Addendum Effective Date.
Contra Costa County Associate
T'11�
i
OFFICE OF REVENUE CO LECTION S KBl, ;Af, dba Rash Curtis and Associates
By: By
6
Title: % � - �'�-� Title: �D
Date: Z �� Date:
[Form Approved by County Counsel]
(Revised 09/2005)
5
Contra Costa County , Number
Standard Form L4
Revised 2002 SPECIAL CONDI'T'IONS
(SAMPLE) (Purchase of Services-Long Form)
Contra Costa County Number 2005-2
Standard Form L-4
Revised 2002 SPECIAL CONDI'T'IONS
(Purchase of Services-Long Form)
1. Insurance. Paragraph 19(Insurance) of the General Conditions is hereby deleted in its
entiretyy and replaced with the following paragraph:
19. Insurance.
1. Automobile Insurance. During the entire term of this Contract and any extension
or modification thereof, Contractor shall keep in effect a policy or policies of motor
vehicle liability insurance, naming the County and its officers and employees as
additional insured,for any use Contractor makes of a private automobile in the
performance of this Contract,as required by State law, in amounts not less than:
(1) $100,000 for personal injury to, or death of one person;
(2) $300,000 for injury to, or death of,two or more persons, per occurrence;
and
(3) $500,000 for property damage.
2. Insurance Certificate. Not later than the effective date of this Contract,
Contractor shall provide County with a certificate(s)of insurance evidencing the
above liability insurance. The policies shall include a provision for thirty(30) days
written notice to County before cancellation or material change of the above-
specified coverage."
(b). Proof of Insurance. Contractor shall provide County with(a) copy(ies) of
the endorsement(s) making the County an additional named insured on all general
liability,worker's compensation, and, if applicable, all professional liability
insurance policies as required herein no later than the effective date of this
Contract. If 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 pohcy(ies) at any time during the term of this Contract, then Contractor
shall provide County with(a)current copy(ies)of the endorsement(s).
3. Professional Liability Insurance
(a)The Contractor shall provide professional liability insurance with a minimum
coverage limit of$500,000 for all damages or losses because of errors, omissions or
malpractice arising from the provision of professional services under this contract
Contra Costa County GENERAL CONH1'1'IONS Number 2005-2
Standard Form L-5 (Purchase of Services-Long Form)
Revised 2003
1. Coffipliance with 1.aw. Contractor shall be subject to and comply with all applicable federal,state and local laws and
regulations 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. Contractor shall retain all documents pertaining to this Contract for five years from the
date of submission of Contractor's fmal 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 Rooks and Records of Contractor Subcontractor. Pursuant to Section 1861(v)(1) of die Social
Security Act, and any regulations promulgated there under, Contractor shall, upon written request and until the
expiration of four years after the famishing of services pursuant to this Contract, make available to the County, the
Secretary of Health and Human Services,or the Comptroller General,or any of their duly authorized representatives,
this Contract and books,documents,and records of Contractor 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, the Secretary, the Comptroller General, or any of their duly
authorized representatives,the subcontract and books,documents,and records of the subcontractor 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'mall 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.
5. 'Vermination and Cancellation.
a. Written Notice. This Contract may be terminated by either party,in its sole discretion,upon thirty-day advance
written notice thereof to the other, and may be cancelled immediately by written mutual consent.
Contra Costa County. GENERAL CONDITIONS
Standard Form L•5 (Purchase of Services -Long Form)
Revised 2003
b. Failure to Perform. County,upon written notice to Contractor,may immediately terminate this Contract should
Contractor fail to perform properly any of its obligations hereunder. In the event of such termination, County may
proceed with the work in any reasonable manner it chooses. The cost to County of completing Contractor's
performance shall be deducted from any sum due Contractor under this Contract,without prejudice to County's rights
to recover 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 terns 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 QpMfMg 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 Contractor and County. 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. Informal Agreements may not enlarge in any manner the scope of this Contract,
including any sums of money to be paid 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 its designee.
8. Modifications and Amendments.
a. General Amendments. This Contract may be modified or amended by a written document executed by
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 Contractor and the County Administrator(or designee),
subject to any required state or federal approval, provided that such administrative amendment may not materially
change the Payment Provisions or the Service Plan.
9. Disputes. Disagreements between County and Contractor concerning the meaning,requirements,or performance of
this Contract shall be subject to final written determination 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
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.
L-5 (Page 2 of 6)
Tnitiatc• l' �
Contra Costa County GENERAL CONDMONS
Standard Form 1r5 (Purchase of Services-Long Form)
Revised 2003
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 County indicating Contractors performance or any part thereof complies
wide die 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 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.
Prior written consent of the County Administrator or his designee, subject to any required state or federal approval, is
required before the Contractor may enter into subcontracts for any work contemplated under this Contract,or before the
Contractor may assign this Contract or monies due or to become due,by operation of law or otherwise.
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 they know or have reason to know they have 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.
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, ethnic background, disability, or sexual
orientation,and that none shall be used,in whole or in part, for religious worship or instruction.
18. Indemnification. Contractor shall defend,indemnify,save,and hold harmless 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 direcdy.or indirectly from or connected with
1,5 (Page 3 of 6)
Tnitialc• �,,p
Contra Costa County GENERAL CONDITIONS
Standard Form 1,5 (Purchase of Services -Long Foran)
Revised 2003
the operations or services of 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 County or its officers or employees.
Contractor,will reimburse County for any expenditures,including reasonable attorneys'fees,County may make by reason of
the matters that are the subject of this indemnification,and,if requested by County,will defend any claims or litigation to
which this indemnification provision applies at the sole cost and expense of Contractor.
19. Insurance. During the entire term of this Contract and any extension or modification thereof,Contractor shall keep in
effect insurance policies meeting the following insurance requirements unless otherwise expressed in the Special Conditions:
a. Liability Insurance. For all contracts where the total payment limit of the contract is$500,000 or less,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 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 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 Contractors insurance policy or policies. For all contracts where the total payment limit is
above $500,000, the aforementioned insurance coverage to be provided by Contractor shall have a minimum
combined single limit coverage of$1,000,000,and Contractor shall be required to provide County with a copy of the
endorsement making the County an additional insured on all general liability, worker's compensation, and, if
applicable,all professional liability insurance policies as required herein no later than the effective date of this Contract
b. Workers'Compensation. 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 workers compensation insurance as required herein no later than the effective date of this Contract. Ifthe
Contractor should renew the insurance policy6es)or acquire either a new insurance policy(ies) or amend the coverage
afforded through an endorsement to the policy at any time during the term of this Contract, then Contractor shall
provide (a) current certificate(s) of insurance.
d. Additional Insurance Provisions. The insurance policies provided by Contractor shall include a provision for
thirty (30) days written notice to County before cancellation or material change 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 County shall be addressed to the head of the county department for which this
Contract is made. Notices to Contractor shall be addressed to the Contractors 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 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.
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Tnitialc•
Contra Costa County GENERAL CONDITIONS
Standard Form 1,5 (Purchase of Services-Long Form)
Revised 2003
22. Nonrenewal. Contractor understands and agrees that there is no representation,implication,or understanding that the
services provided by Contractor under this Contract will be purchased by County under a new contract following expiration
or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure to continue
purchasing all or any such services from Contractor.
23. Possessory Interest If this Contract results in Contractor having possession of,claim 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 farther 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 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, County reserves the right to copyright,and Contractor agrees not to copyright,such material. If the
material is copyrighted,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.
26. 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 lacy 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 Contractors 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.
27. Required Audit. (A) If Contractor is funded by$500,000 or more in federal grant funds in any fiscal year ending
after December 31, 2003 from any source, Contractor shall provide to County at Contractor's expense an audit
conforming to the requirements set forth in the most current version of Office of Management and Budget Circular A-
133. (B) If Contractor is funded by less than$500,000 in federal grant funds in any fiscal year ending after December
31, 2003 from any source,but such grant imposes specific audit requirements;Contractor shall provide to County an
audit conforming to triose requirements. (C) If Contractor is funded by less than $500,000 in federal grant funds in any
fiscal year ending after December 31, 2003 from any source,Contractor is exempt from federal audit requirements for
that year,however, Cont actor's records must be available for and an audit may be required by,appropriate officials of
the federal awarding agency,the General Accounting Office (GAO),the pass-through entity and/or the County. If any
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Tnitiatr
Contra Costa County GENERAL.CONDITIONS
Standard Form Lf5 (Purchase of Services-Long Form)
Revised 2003
such audit is required, Contractor shall provide County with such audit. With respect to the audits specified iai (A), (B)
and (C) above, Contractor is solely responsible for arranging for the conduct of the audit,and for its cost County may
withhold the estimated cost of the audit or 10 percent of the contract amount,whichever is larger, or the final payment,
from Contractor until County receives,the audit from Contractor.
28. Authorization. Contractor, or the representative(s) signing this Contract on behalf of Contractor, represents and
warn-ants that it has full power and authority to enter into this Contract and perform the obligations herein.
U5 (Page 6 of 6)
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