santa cruz county board of supervisors index...

SANTA CRUZ COUNTY BOARD OF SUPERVISORS INDEX SHEET

Creation Date: 5/5/09

Source Code: HSAXX

Agenda Date: 511 2/09

I NVENUM : 62460

Resolution(s):

Ordinance(s):

Contract(s): [ I ] 83767-01

[2] 83710-02

[3] 83769-01

[4] 83768-01

Continue Date(s):

Index: --Letter of the Director of Health Services, dated April 30, 2009 --ADM-29 Request for Approval of Agreements (4) --Contract No. 83767-1 --Contract No. 83768-01 --Contract No. 83769-01 --Contract No. 83768-01

Item: 32. APPROVED Hospital Preparedness Program agreements with Dominican Hospital for $52,500; Sutter Maternity and Surgery Center for $52,500; Santa Cruz Women's Health Center for $20,500; Watsonville Community Hospital, an amendment extending the term to August 8, 2010 and increasing the maximum amount by $77,500 to $127,500; and approved related actions, as recommended by the Director of Health Services

0 1 8 7

County of Santa Cruz HEALTH SERVICES AGENCY

P.O. BOX 962,1080 EMELINE AVENUE SANTA CRUZ, CA 95061

HEALTH SERVICES AGENCY ADMINISTRATION

April 30, 2009

(831) 454-4000 Fax: (831) 454-4770

AGENDA: May 12,2009

BOARD OF SUPERVISORS County of Santa Cruz 701 Ocean Street Santa Cruz, CA 95060

SUBJECT: Public Health Emergency Preparedness Contracts

Dear Members of the Board,

The California Department of Public Health recently approved the Healt (HSA) work-plan and budget for the Hospital Preparedness Program (HPP) component of our Public Health Emergency Preparedness Program. HPP funds are restricted for the use of our local hospitals and community clinics to enhance their emergency preparedness planning efforts to increase surge capacity. HSA requests your Board's approval of the following the new agreements: Dominican Hospital in the amount of $52,500, Sutter Maternity and Surgery Center in the amount of $52,500 and Santa Cruz Women's Health Center in the amount of $20,500; and an amendment of $77,500 to the agreement with Watsonville Community Hospital for these efforts.

Sufficient appropriations have been included in the 2008-09 Public Health Budget for these grant funded activities and no new county general funds are needed nor requested.

It is, therefore, RECOMMENDED that your Board:

Approve the attached agreements with: Dominican Hospital, a new agreement for HPP grant services for an amount not to exceed $52,500; Sutter Maternity and Surgery Center, a new agreement for HPP grant services for an amount not to exceed $52,500; Santa Cruz Women's Health Center, a new agreement for HPP grant services for an amount not to exceed $20,500; Watsonville Community Hospital, contract number 371 0, an amendment expanding the Scope of Service, extending the term to August 8, 2010, and increasing the maximum amount by $77,500 for a new maximum amount of $127,500; and authorize the Health Services Director to sign.

Sincerely, RECOMMENDED:

H Susan A. Mauriello County Administrative Officer Health Services Agency Director

Attachments: contracts (4), ADM-29 (4)

1 "* 32

0 1 8 8

cc: County Administrative Officer County Counsel Auditor-Controller HSA Administ ration

32 2

0 1 8 9 COUNTY OF SANTA CRUZ

REQUEST FOR APPROVAL OF AGREEMENT - TO. Board of Supervisors

County Administrative Office Auditor Controller

AGREEMENT TYPE (Check One)

FROM:

BY:

Expenditure Agreement

The Board of Supervisors is hereby requested to approve the attached agreement and authorize the execution of same.

l, Said agreement is between the Health Services Agency - Public Health (DepartmentfAgency)

(NamelAddress) and Catholic Healthcare West, DBA Dominican Hospital, 1555 Soquel Dr., Santa Cruz, CA 95065

2, The agreement will provide HRSA Emergency Preparedness efforts

~~ ~

3. Period of the agreement is from May *Oo9 to August 8,2010

4. Anticipated Cost Is $ 52,500 0 Fixed Monthly Rate 0 Annual Rate Not to Exceed

5 .

6.

Detail: 0 On Continuing Agreements List for FY - Page CC- Contract, No: OR 1 st Time Agreement 0 Section I I No Board letter required, will be listed under Item 8 0 Section I I I Board letter required c] Section IV Revenue Agreement

Appropriations/Revenues are available and are budgeted in 3621 10 User Code H209 (Index) 3665 (Sub object)

NOTE: IF APPROPRIATIONS ARE INSUFFICIENT, ATTACHED COMPLETED AUD-74 OR AUD-60

have been encumbered.

By: Date: Appropriations a available and

are not

~~ ~ ~ ~

Proposal and accounting detail reviewed and approved. It is recommended that the Board of Supervisors approve the agreement and authorize

Health Services Agency Director (DeptfAgency Head) to execute on behalf of the

Health Serviqes Agency (DepartmentfAgency)

Date: By:

Distribution: Board of Supervisors - White Auditor Controller - Canary Auditor-Controller - Pink Department - Gold

ADM - 29 (8101) Title I, Section 300 Proc Man

AUDITOR-CONTROLLER USE ONLY

co $

I

Document No. JE Amount Lines H1TL Keyed By

TC110 $ Auditor Description Amount Index Sub object User Code

Contract No.

The COUNTY OF SANTA CRUZ through the HEALTH SERVICES AGENCY- Public Health 1080 Emeline Avenue, P.O. Box 962, Santa Cruz, CA 95061-0962

Hereinafter called COUNTY and:

3 0

01 9 0

a: Name: Catholic Healthcare West DBA Dominican Hospital 0 Address: 1555 Soquel Drive 0 Santa Cruz, CA 95065 F

fs U

5 0

Hereinafter called CONTRACTOR for: Hospital Preparedness Program Services

0

WHEREAS CONTRACTOR possesses certain skills, experience, education and competency to perform the special services and, COUNTY desires to engage CONTRACTOR for such special services upon the terms provided; and

WHEREAS pursuant to the provisions of California Government Code, Section 31000 the BOARD OF SUPERVISORS of COUNTY is authorized to enter into an agreement for such services.

NOW, THEREFORE, the parties here to do mutually agree as set forth in

CHECK BOX IF ATTACHED EXHIBIT TITLE E l A Scope of Services

El B Budget, Fiscal and Payment Provisions

El C Standard County / Agency Provisions

0 D Standard (Division) Provisions

E Mental Health Medi-Cal, Medicare Requirements

I7 H Business Services Addendum

(XI X Revisions Said exhibits attached hereto are incorporated into this Agreement by this reference.

IN WITNESS THEREOF, COUNTY AND CONTRACTOR have executed this Agreement to be effective: May 1,2009 through August 8, 2010 v) w a:

2 CONTRACTOR COUNTY

Subobject: 3665 User Code: H209 Amount: $52,500

Total Contract Amount: $52,500

Clerk of the Board Auditor-Controller Contractor

Health Services Agency

0 1 9 1 EXHIBIT A - Scope of Services

Contractor: Dominican Hospital Agreement Number: NEW

Budget Index: 3621 10

1. CONTRACTOR agrees to exercise special skill to accomplish the results listed below in accordance with California Department of Public Health’s Hospital Preparedness Program (HPP) Grants outlined below. The Hospital Preparedness Program has been designed to support the COUNTY’S Local Health Department and hospital partners’ emergency preparedness efforts.

Part I: In accordance with the 2006/07 Health Resource and Services Administration Extension for Agreement Number EPO 06-44: Not applicable to this Agreement.

PART II: In accordance with the 2007/08 HPP Extension for Agreement Number EPO 07-44:

CONTRACTOR agrees to render all services and encumber all purchases prior to August 8,2009. CONTRACTOR agrees to submit invoices for reimbursement of expenditures to COUNTY no later than August 31, 2009.

Result I.

Result 2.

Result 3.

Purchase equipment to strengthen interoperable communication systems. Purchases must be supported by a clear explanation of how the current purchase will augment, not duplicate, functions of CAHAN and how it will interoperate under the Project 25 (P25) standards outlined in the SAFECOM website at www.safecomprogram.gov .

a. Procure 12 radios for EOC positions as a redundant communication system.

Update existing Operational Plan including Medical Evacuation/Shelter-in-Place, Facility Surge Capacity, and Facility Fatality Management Plans.

Procure TrakBANDS for patient tracking system (reference Part Ill, Result 8.b.).

PART 111: In accordance with the 2008109 Hospital Preparedness Program (HPP) Agreement Number EPO 08-44:

CONTRACTOR agrees to render all services and encumber all purchases prior to August 8, 2009. CONTRACTOR agrees to submit invoices for reimbursement of expenditures to COUNTY no later than August 31, 2009.

Result I. Participate in HPP Meetings Identify a representative to participate in monthly HPP Partnership/Coalition meetings. Coalition meetings shall focus on integrating plans and activities of all participating partners, increasing medical response capabilities in the Operational Area as well as in the mutual aid region and preparing to meet the needs of special populations in the Operational Area.

Results 2-4 outlined below, are Overarching Requirements of the 2008-09 HPP Grant Result 2. Meet the 14 Required National Incident Management System (NIMS)/SEMS 0 bjectives Complete and submit Attachment 13 to COUNTY by May 1, 2009 outlining current status and again by August 1, 2009 identifying adoption of all NIMS elements.

a. Procure NIMS field guide for online training. b. Procure NIMS/ICS Incident Command Flag Kit to assist with staff training to improve

the ability to identify command areas Emergency Operations Command Center. c. Procure NIMS/ICS Hospital Incident Command System (HICS) and Position Vest Kit

Exhibit A, Page 1 of 3 2

http://www.safecomprogram.gov

EXHIBIT A - Scope of Services 0192



to be utilized during training and exercises to identify HIC staff.

Result 3.

Result 4.

Conduct an Ongoing Education and Preparedness Training Program Provide education and training opportunities to staff who respond to public health emergencies. These activities should include NIMS/SEMS/HICS training, training on emergency response plans, population based care, and other training specific to individual roles during emergencies.

Conduct Ongoing Exercises, Prepare After Action Reports and Implement Corrective Action Plans. Exercise and drills funded by HPP funds shall be built on the federal Homeland Security Exercise and Evaluation Program (HSEEP) including development of After Action Reports (AAR).

a. Participate in all four phases of the 2009 Statewide Medical and Health Disaster Exercise: Pandemic Influenza. At minimum the 2009 Statewide Exercise, should test horizontal and vertical communications, partnership/coalition agreements, resource requesting, and bed availability tracking.

b. As a component of end-of-year reporting, CONTRACTOR shall submit an AAR for each exercise or event utilizing Attachment 14 developed by California Department of Public Health and California Hospital Association. AARs are due no later than July 31 , 2009.

Results 5 -9 are Tier I Requirements of the 2008-09 HPP Grant Result 5. Maintain/Develop Interoperable Communications Systems

a. Identify a CAHAN Administrator and back-up to attend CAHAN administrator training. Participate in CAHAN drills

b. Purchase equipment to strengthen interoperable communication systems that are capable of communicating both horizontally and vertically. Purchases must be supported by a clear explanation of how the current purchase will augment, not duplicate, functions of CAHAN, California’s official public health emergency alerting and notification system, and how it will interoperate under the Project 25 (P25) standards outlined in the SAFECOM website at www.safecomprogram.gov .

I. Procure two Emergency Response Team (ERT) Go-Kits. Each kit contains three satellite phones and six push-to-talk phones. CONTRACTOR agrees to provide one ERT Go-Kit to Watsonville Community Hospital.

II. Procure Bearcat BCD996T Scanner and Base Station Antenna to strengthen CONTRACTOR’S communications system.

c. Participate in the Federal Communications Commission’s (FCC) Telecommunications Service Priority Program (TSP). TSP prioritizes facilities for re-establishing physical telecommunications lines affected by disaster.

Result 6. Participate in Statewide Bed Tracking Drills Participate in Hospital Available Beds (HavBeds) drills utilizing EM Systems. Demonstrate the ability to report available hospital beds within 60 minutes in at least one statewide driWexercise conducted in 2008-2009.

9 32 Exhibit A, Page 2 of 3


Result 7.

Result 8.

Result 9.

EXHIBIT A - Scope of Services 01 9 3



Complete Medical evacuation/Shelter-in-Place Plans (Priority Project 2) Update medicat evacuation plan/procedures as necessary to respond to disaster scenarios that require medical evacuation. These plans should include options to evacuate beyond the boundaries of the facility. Plans shall include shelter in place when evacuation is inappropriate or delayed. Updated Medical Evacuation Plan shall be reviewed and approved by COUNTY before July 31, 2009.

a. Update Plans - Included in Part 11- Result 2. b. Procure pediatridbariatric evacuation supplies to enhance evacuation

planning: Purchases may include BaraSlyde, ParaSlyde, Pedi Foam Insert, Equipment Foam Insert, SafeSlyde Accessory Kit, Firebox SafeSlyde Access Pack Storage or other evacuation supplies as approved by the HPP Partnership.

Plan for Expansion of Healthcare Facility Surge Capacity (Priority Project 3) Ensure plans for expansion of healthcare facility surge capacity are in place and coordinate with County to integrate into County plans. Expansion of healthcare facilities surge capacity and setup can be found in the Standards and Guidelines for Healthcare Delivery during Surge Emergencies located at www. bepreparedcalifornia.ca.gov.

a. Procure TRAKBANK Patient Tracking System to develop emergency patient and fatality tracking system.

b. Procure TrakBANDs - barcode bands compatible with Trakbank Patient Tracking System.

c. Included in Part II- Result 2.

Complete Facility Fatality Management Plans Ensure facility level fatality management plans are in place and coordinate with County to integrate into County plans for disposition of the deceased. These plans must clearly account for the proper identification, handling and storage of remains by the healthcare facility.

a. Included in Part 11- Result 2.

PART IV: In accordance with the 2008/09 Hospital Preparedness Program (HPP) Extension Agreement Number EPO 08-44:

CONTRACTOR agrees to render all services and encumber all purchases between August 9,2009 and August 8, 2010. CONTRACTOR agrees to submit invoices for reimbursement of expenditures to COUNTY no later than August 31,201 0.

Result 1. CONTRACTOR shall conduct drills/exercises during the 2009/10 grant year to test ERT Go-Kits satellite phones

PART V: In accordance with the 2009/10 Hospital Preparedness Program (HPP) Agreement Number EPO 09-44:

Upon award of 2009/10 HPP Grant, COUNTY shall amend this Agreement to provide for the continuation of CONTRACTOR services in accordance with 2009/10 HPP Grant Guidance.

Exhibit A, Page 3 of 3

http://bepreparedcalifornia.ca.gov

0 1 9 4 EXHIBIT B - BUDGET, FISCAL AND PAYMENT PROVISIONS



1. COMPENSATION. In consideration for CONTRACTOR accomplishing services and results described in Exhibit A (Scope of Services), COUNTY agrees to pay CONTRACTOR a maximum amount not to exceed $52,500 as outlined below. Total contract amount is based on and limited to the availability of funding through the California Department of Public Health Hospital Preparedness Program Grants outlined below: If funding for this agreement is reduced or eliminated, the amount available for services provided under this agreement will likewise be reduced or eliminated. No COUNTY funds will be used to fund services under this agreement.

Part I: In accordance with 2006/07 Health Resource and Services Administration Extension for Agreement Number EPO 06-44: Not applicable to this Agreement.

PART II: In accordance with 2007/08 HPP Extension for Agreement Number EPO 07-44 payment amounts not to exceed $22,909:

Payment 1 .a.:

Payment 2:

Payment of $ 12,200 for purchase of radios to strengthen interoperable communication systems. Payment of $1 0,000 for updating existing Medical Evacuation/Shelter- in-Place, Facility Surge Capacity and Facility Fatality Management Plans upon COUNTY’S acceptance of updated plans. Payment of $709 for purchasing TrakBANDS for patient tracking system (reference Payment $191 - PART Ill, Payment 8.b.).

Payment 3:

PART 111: In accordance with 2008/09 Hospital Preparedness Program (HPP) Agreement Number EPO 08-44 payment amounts not to exceed $28,791 :

Payment 2.a-2.c.: Payment of $1,494 for purchase of NIMS/ICS materials as identified in Scope of Services PART 1 1 1 , Result 2.

Payment 3: Pay men t 5. b .i :

Payment 5. b . ii :

Payment of $4,000 for Emergency Preparedness/NIMS training Payment of $10,200 for purchase of two Emergency Response Team (ERT) Go-Kits. Payment of $ $1,000 for purchase of Bearcat BCD996T Scanner and Base Station Antenna to strengthen CONTRACTOR’S com m u n icat ions system. Payment of $6,411 for purchase of evacuation supplies as outlined in Scope of Services, Part Ill, Result 7.b. Payment of $5,495 for purchase of TRAKBANK Patient Tracking System to develop emergency patient and fatality tracking system Payment of $1 91 for purchasing TrakBANDs - barcode bands compatible with Trakbank Patient Tracking System

Payment 7. b. :

Payrn en t 8 .a. :

Payment 8.b.:

PART IV: In accordance with 2008/09 Hospital Preparedness Program (HPP) Extension Agreement Number EPO 08-44 payment amounts not to exceed $800:

Pavment 1 : Payment of $800 for satellite phone services to test ERT Go-Kits during 2009/10 grant period drills/exercises.

Exhibit B, Page 1 of 2

0 1 9 5

EXHIBIT B - BUDGET, FISCAL AND PAYMENT PROVISIONS



PART V: In accordance with 2009/10 Hospital Preparedness Program (HPP) Agreement Number EPO 09-44:

Upon award of 2009/10 HPP Grant, COUNTY shall amend this Agreement to provide for payment for CONTRACTOR services in accordance with 20009/10 HPP Grant Guidance.

2.

3.

4.

5.

INVOICING. CONTRACTOR shall invoice in the form and manner requested by COUNTY.

PART 1: Not applicable

PART I I : CONTRACTOR shall submit invoices for services rendered and reimbursement of expenditures to COUNTY on CONTRACTOR’S letterhead prior to August 31, 2009.

PART I l l : CONTRACTOR shall submit invoices for services rendered and reimbursement of expenditures to COUNTY on CONTRACTOR’S letterhead prior to August 31, 2009.

PART IV: CONTRACTOR shall submit invoices for services rendered and reimbursement of expenditures to COUNTY on CONTRACTOR’S letterhead prior to August 31, 201 0.

PART V: CONTRACTOR shall submit invoices for services rendered and reimbursement of expenditures to COUNTY on CONTRACTOR’S letterhead prior to August 31, 201 0.

REPORTS. CONTRACTOR shall provide Training and Exercise Report including details of training provided, names of trained staff, and details of exercise participation to COUNTY upon submission of invoice for payment 3.

PARTIAL PERFORMANCE. In the event less than all services are performed in a proper and timely manner, CONTRACTOR shall be paid only the reasonable cost for the services performed for the payment period as determined by COUNTY’S Administrator.

BUDGET CONTROL. With prior written approval of COUNTY, CONTRACTOR may adjust cost among budget line items or addldelete line items as long as the total amount of the contract is not exceeded.

Exhibit B, Page 2 of 2 2

Exhibit C, 2008-09

- COUNTY OF SANTA CRUZ

0 1 9 6

EXHIBIT C - STANDARD COUNTY I AGENCY PROVISIONS

I. EARLY TERMINATION. time by giving thirty (30) days written notice to the other party.

Either party hereto may terminate this contract at any

2. INDEMNIFICATION FOR DAMAGES, TAXES AND CONTRIBUTIONS. CONTRACTOR shall exonerate, indemnify, defend, and hold harmless COUNTY (which for the purpose of paragraphs 2 and 3 shall include, without limitation, its officers, agents, employees and volunteers) from and against:

A. Any and all claims, demands, losses, damages, defense costs, or liability of any kind or nature which COUNTY may sustain or incur or which may be imposed upon it for injury to or death of persons, or damage to property as a result of, arising out of, or in any manner connected with the CONTRACTOR’S performance under the terms of this Agreement, excepting any liability arising out of the sole negligence of the COUNTY. Such indemnification includes any damage to the person(s), or property (ies) of CONTRACTOR and third persons.

B. Any and all Federal, State and Local taxes, charges, fees, or contributions required to be paid with respect to CONTRACTOR and CONTRACTOR’S officers, employees and agents engaged in the performance of this Agreement (including, without limitation, unemployment insurance, social security and payroll tax withholding).

3. INSURANCE. Unless waived in Exhibit X, Paragraph I of this Agreement, or modified in Exhibit XI Paragraph 2 of this Agreement, CONTRACTOR, at its sole - cost and expense, and for the full term of this Agreement (and any extensions thereof), shall obtain and maintain at minimum all of the following insurance coverage(s) and requirements. Such insurance coverage shall be primary coverage as respects COUNTY and any insurance or self-insurance maintained by COUNTY shall be excess of CONTRACTOR’S insurance coverage and shall not contribute to it.

If CONTRACTOR normally carries insurance in an amount greater than the minimum amount required by the COUNTY for this Contract, that greater amount shall become the minimum required amount of insurance for purposes of this Contract. Therefore, CONTRACTOR hereby acknowledges and agrees that any and all insurance carried by it shall be deemed liability coverage for any and all actions it performs in connection with this Contract.

If CONTRACTOR utilizes one or more subcontractors in the performance of this Agreement, CONTRACTOR shall obtain and maintain Independent Contractor’s Insurance as to each subcontractor or otherwise provide evidence of insurance

Page I of 11

Exhibit C, 2008-09 0 1 9 7

coverage for each subcontractor equivalent to that required of CONTRACTOR in this Agreement.

A. TYPES OF INSURANCE AND MINIMUM LIMITS 1. Worker’s Compensation in the minimum statutory required coverage

amounts.

2. Automobile Liability Insurance for each of CONTRACTOR’S vehicles used in the performance of this Agreement, including owned, non-owned (e.g., owned by CONTRACTOR’S employees), leased or hired vehicles, in the minimum amount of $500,000 combined single limit per occurrence for bodily injury and property damage.

3. Comprehensive or Commercial General Liability Insurance coverage in the minimum amount of $1,000,000 combined single limit, including coverage for: (a) bodily injury, (b) personal injury, (c) broad form property damage, (d) contractual liability, and (e) cross-liability.

4. Professional Liability Insurance in the minimum amount of $1,000,000.

B. OTHER INSURANCE PROVISIONS I.

2.

3.

If any insurance coverage required in this Agreement is provided on a “Claims Made” rather than “Occurrence” form, CONTRACTOR agrees to maintain the required coverage for a period of three (3) years after the expiration of this Agreement (hereinafter “post agreement coverage”) and any extensions thereof. CONTRACTOR may maintain the required post agreement coverage by renewal or purchase of prior acts or tail coverage. This provision is contingent upon post agreement coverage being both available and reasonable affordable in relation to the coverage provided during the term of this Agreement. For purposes of interpreting this requirement, a cost not exceeding 100% of the last annual policy premium during the term of this Agreement in order to purchase prior acts or tail coverage for post agreement coverage shall be deemed reasonable.

All required Automobile and Comprehensive or Commercial General Liability Insurance shall be endorsed to contain the following clause:

“The County of Santa Cruz, its officials, employees, agents and volunteers are added as additional insureds as respects the operations and activities of, or on behalf of, the named insured performed under Agreement with the County of Santa Cruz. ,’

All required insurance policies shall be endorsed to contain the following clause:

“This days

insurance shall not be canceled until after thirty (30) prior written notice has been given to: County of Santa

Page 2 of 11

Exhibit C, 2008-09

Cruz, Healfh Sewices Agency, Purchasing/Claims, - 7 080 Emeline Avenue, Sanfa Cruz, CA 95060.”

4. CONTRACTOR agrees to provide its insurance broker(s) with a full copy of these insurance provisions and provide COUNTY on or before the effective date of this Agreement with Certificates of Insurance for all required coverages. All Certificates of Insurance shall be delivered or sent to: County of Sanfa Cruz, Purchasing/ Claims, 7080 Emeline Avenue, Sanfa Cruz, CA 95060.

4. EQUAL EMPLOYMENT OPPORTUNITY. During and in relation to the performance of this Agreement, CONTRACTOR agrees as follows:

A. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, color, religion, national origin, ancestry, physical, or mental disability, medical condition (cancer related), marital status, sexual orientation, age (over 18), veteran status, gender, pregnancy, or any other non-merit factor unrelated to job duties. Such action shall include, but not be limited to, the following: recruitment; advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training (including apprenticeship), employment, upgrading, demotion, or transfer. The CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notice setting forth the provisions of this non-discrimination clause.

B. If this Agreement provides compensation in excess of $50,000 to CONTRACTOR and if CONTRACTOR employs fifteen (15) or more employees, the following requirements shall apply:

1. The CONTRACTOR shall, in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, national origin, ancestry, physical, or mental disability, medical condition (cancer related), marital status, sexual orientation, age (over 18), veteran status, gender, pregnancy, or any other non-merit factor unrelated to job duties. Such action shall include, but not be limited to, the following: recruitment; advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training (including apprenticeship), employment, upgrading, demotion, or transfer. In addition, the CONTRACTOR shall make a good faith effort to consider MinorityNVomenlDisabled Owned Business Enterprises in CONTRACTOR’S solicitation of goods and services, Definitions for MinorityNVomenlDisabled Business Enterprises are available from the COUNTY General Services Purchasing Division.

Page 3 of 11

0 1 9 9 Exhibit C, 2008-09

2. In the event of the CONTRACTOR’S non-compliance-with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders said CONTRACTOR may be declared ineligible for further agreements with the COUNTY.

3. The CONTRACTOR shall cause the foregoing provisions of this Subparagraph 48. To be inserted in all subcontracts for any work covered under this Agreement by a subcontractor compensated more than $50,000 and employing more than fifteen (15) employees, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials.

5. INDEPENDENT CONTRACTOR STATUS. CONTRACTOR and COUNTY have reviewed and considered the principal test and secondary factors below and agree that CONTRACTOR is an independent contractor and not an employee of COUNTY. CONTRACTOR is responsible for all insurance (workers compensation, unemployment, etc.) and all payroll related taxes. CONTRACTOR is not entitled to any employee benefits. COUNTY agrees that CONTRACTOR shall have the right to control the manner and means of accomplishing the result contracted for herein.

PRINCIPAL TEST: The CONTRACTOR rather than COUNTY has the right to control the manner and means of accomplishing the result contracted for.

SECONDARY FACTORS: (a) The extent of control which, by agreement, COUNTY may exercise over the details of the work is slight rather than substantial; (b) CONTRACTOR is engaged in a distinct occupation or business; (c) In the locality, the work to be done by CONTRACTOR is usually done by a specialist without supervision, rather than under the direction of an employer; (d) The skill required in the particular occupation is substantial rather than slight; (e) The CONTRACTOR rather than the COUNTY supplies the instrumentalities, tools and work place; (f) The length of time for which CONTRACTOR is engaged is of limited duration rather than indefinite; (9) The method of payment of CONTRACTOR is by the job rather than by the time; (h) The work is part of a special or permissive activity, program, or project, rather than part of the regular business of COUNTY; (i) CONTRACTOR and COUNTY believe they are creating an independent contractor relationship rather than an employer-employee relationship; and (j) The COUNTY conducts public business.

It is recognized that it is not necessary that all secondary factors support creation of an independent contractor relationship, but rather that overall there are significant secondary factors, which indicate that CONTRACTOR is an independent contractor.

Page 4 of 11

Exhibit C, 2008-09 0 2 0 0

6.

7.

8.

9.

I O .

11.

By their signatures to this Agreement, each of the undersigned cgrtifies that it is his or her considered judgment that the CONTRACTOR engaged under this Agreement is in fact an independent contractor.

NONASSIGNMENT. the prior written consent of the COUNTY.

CONTRACTOR shall not assign the Agreement without

ACKNOWLEDGMENT. CONTRACTOR shall acknowledge in all reports and literature that the Santa Cruz County Board of Supervisors has provided funding to the CONTRACTOR.

RETENTION AND AUDIT OF RECORDS. CONTRACTOR shall retain records pertinent to this Agreement for a period of not less than five (5) years after final payment under this Agreement or until a final audit report is accepted by COUNTY, whichever occurs first. CONTRACTOR hereby agrees to be subject to the examination and audit by the Santa Cruz County Auditor-Controller, the Auditor General of the State of California, or the designee of either for a period of five (5) years after final payment under this Agreement.

PRESENTATION OF CLAIMS. Presentation and processing of any or all claims arising out of or related to this Agreement shall be made in accordance with the provisions contained in Chapter 1.05 of the Santa Cruz County Code, which by this reference is incorporated herein.

LIVING WAGE. This Agreement is subject to the provisions of Santa Cruz County Code Chapter 2.122, requiring payment of a living wage to covered employees and compliance with the non-wage provisions of the Code, if initialed by the COUNTY in Exhibit X, Paragraph 3. Non-compliance during the term of the contract will be considered a material breach and may result in termination of the Agreement or pursuit of other legal or administrative remedies.

FINANCIAL REPORTING. CONTRACTOR shall:

A. Within 180 days of the end of each of the CONTRACTOR’S fiscal years occurring during the term of this Agreement, the CONTRACTOR shall provide the Contract Administrator with a copy of Financial Statements relating to the entirety of the CONTRACTOR’S operations. Financial Statements normally include: (1) a Statement of Financial Position or Balance Sheet; (2) a Statement of Activities or Statement of Revenues and Expenses; (3) a Cash Flow Statement; and (4) a Statement of Functional Expenses.

1. For the purposes of this paragraph, “CONTRACTOR’S fiscal year” shall be that period the CONTRACTOR utilizes for its annual budget cycle.

2. The Contract Administrator may agree to extend the deadline for the F i nancia I State men ts req u i red by t h is pa rag rap h .

Page 5 of I 1

Exhibit C, 2008-09 020 1

12.

13.

14.

15.

3. In the sole discretion of the COUNTY, the requirements of this paragraph may be exempted where the C0ntrac.f- Administrator ascertains that such reporting is not essential, and does certify to its inapplicability by initialing in Exhibit X, Paragraph 4.

B. The CONTRACTOR shall make a good faith effort to provide the Contract Administrator with timely notice of any event or circumstance that materially impairs the CONTRACTOR’S financial position or substantially interferes with the CONTRACTOR’S ability to offer the services it has agreed to provide as set forth in this Agreement.

DISALLOWANCE AND RESPONSIBILITY FOR AUDIT EXCEPTIONS. CONTRACTOR is responsible for knowledge of, and compliance with, all COUNTY, State and Federal regulations applicable to expenditure of funds under the terms of this Agreement. In the event CONTRACTOR claims and receives payment from COUNTY which is later disallowed based on an audit performed by the COUNTY, the State of California or the United States government, CONTRACTOR shall promptly refund the disallowed amount to COUNTY on request, or at COUNTY’S sole option, COUNTY may offset the amount disallowed from any payment due or to become due to CONTRACTOR under this Agreement. CONTRACTOR also agrees to assume all responsibility for receiving, replying to, and complying with any audit exceptions by the COUNTY, State or Federal audit agency.

POLITICAL ACTIVITIES PROHIBITED. None of the funds, provided directly or indirectly, under this Agreement shall be used for any political activities or to further the election or defeat of any candidate for public office or measure before the electoric.

LOBBYING. None of the funds provided under this contract shall be used for publicity or propaganda purposes designed to support or defeat any legislation pending before State or Federal legislatures or the Board of Supervisors of the COUNTY to an extent other than allowed under applicable federal tax regulations for tax exempt corporations pursuant to 26 C.F.R. Section 501 (c)(3)-(ib)(3).

CONFORMANCE TO REGULATIONS. CONTRACTOR shall perform this Agreement in conformance with applicable Federal, State and local rules and regulations, including applicable facility and professional licensure and/or certification laws. CONTRACTOR shall conform to all provisions of the False Claims Act including but not limited to 31 USC, Chapter 37, 53729-3733, the Federal False Claims Act, Government Code §12650-A2656, the State False Claims Act, and the Santa Cruz County Health Services Agency False Claims Act Compliance Plan.

Page 6 of 11

Exhibit C, 2008-09 0 2 0 2

16. CONFORMANCE TO LAW. This Agreement shall be construed and interpreted according to the laws of the State of California, the united States of America and the ordinances of the County of Santa Cruz.

17. RESPONSIBILITY FOR INVENTORY ITEMS. A. Equipment, materials, supplies, or property of any kind purchased from funds

advanced or reimbursed under the terms of this Agreement having a useful life of three years or greater and a value in excess of three hundred dollars is defined a inventory item. All such items not fully consumed in the work described herein shall be the property of the COUNTY at the termination of this Agreement unless the COUNTY, at its sole discretion, makes an alternate disposition. CONTRACTOR shall, at the request of COUNTY, submit an inventory of said items purchased under the terms of this Agreement, and for items received on a loan basis from COUNTY; such inventory will not be required more frequently than annually. CONTRACTOR shall provide a final inventory to COUNTY'S Administrator within ten (IO) days of the termination of this Agreement. Final disposition of all inventory items shall be in accordance with written instructions provided by COUNTY.

B. Inventory items in CONTRACTOR'S possession shall only be used in connection with the program funded under this Agreement, and shall not be loaned to the public at large. CONTRACTOR is strictly liable for repairing or replacing any inventory item which is lost and/or damaged while in its possession. CONTRACTOR is responsible for the proper maintenance of all inventory items. CONTRACTOR will return all inventory items to COUNTY in the same condition that it received them except for damage due to normal wear and tear.

18. NONDISCRIMINATION IN SERVICES. A. By signing this Contract, Contractor certifies under the laws of the State of

California that Contractor and its Subcontractors shall not unlawfully discriminate in the provision of services because of race, color, religion, national origin, ancestry, physical, or mental disability, medical condition (cancer related), marital status, sexual orientation, age (over 18), veteran status, gender, pregnancy, or any other non-merit factor as provided by state and federal law and in accordance with Title VI of the Civil Rights Act of 1964 [42 USC 2000(d)]; Age Discrimination Act of 1975 (42 USC 6101); Rehabilitation Act of 1973 (29 USC 794); Education Amendments of 1972 (20 USC 1681); Americans with Disabilities Act of 1990 (42 USC 12101); Title 45, CFR, Part 84; provisions of the Fair Employment and Housing Act (Government Code Section 12900 et seq.); and regulations promulgated thereunder (Title 2, CCR, Section 7285.0 et seq.); Title 2, Division 3, Article 9.5 of the Government Code, commencing with Section 'I 1135; and Chapter 6 of Division 4 of Title 9 of the CCR, commencing with Section 10800.

B. For the purpose of this Contract, discrimination on the basis of race, color, religion, national origin, ancestry, physical, or mental disability, medical

Page 7 of I 1

0 2 0 3 Exhibit C, 2008-09

condition (cancer related), marital status, sexual orientation, age (over I 8), veteran status, gender, pregnancy, or any other non-merit fact& includes, but is not limited to, the following: denying an otherwise eligible individual any service or providing a benefit which is different, or is provided in a different manner or at a different time, from that provided to others under this Contract; subjecting any otherwise eligible individual to segregation or separate treatment in any matter related to the receipt of any service; restricting an otherwise eligible individual in any way in the enjoyment of any advantage or privilege enjoyed by others receiving any service or benefit; and/or treating any individual differently from others in determining whether such individual satisfied any admission, enrollment, eligibility, membership, or other requirement or condition which individuals must meet in order to be provided any service or benefit.

C. Contractor shall, on a cycle of at least every three years, assess, monitor, and document each Subcontractor's compliance with the Rehabilitation Act of 1973 and Americans with Disabilities Act of 1990 to ensure that recipientdbeneficiaries and intended recipientslbeneficiaries of services are provided services without regard to physical or mental disability. Contractor shall also monitor to ensure that beneficiaries and intended beneficiaries of service are provided services without regard to race, color, religion, national origin, ancestry, physical, or mental disability, medical condition (cancer related), marital status, sexual orientation, age (over 1 8), veteran status, gender, pregnancy, or any other non-merit factor.

Contractor shall include nondiscrimination and compliance provisions in all subcontracts. Contractor shall establish written procedures under which service participants are informed of their rights including their right to file a complaint alleging discrimination or a violation of their civil rights. Participants in programs funded hereunder shall be provided a copy of their rights that shall include the right of appeal and the right to be free from sexual harassment and sexual contact by members of the treatment, recovery, advisory, or consultant staff.

D. Noncompliance with the requirements of nondiscrimination in services shall constitute grounds for state to withhold payments under this Contract or terminate all, or any type, of funding provided hereunder.

19. CONFIDENTIALITY OF RECORDS. CONTRACTOR agrees that all information and records obtained in the course of providing services to COUNTY in the program shall be subject to confidentiality and disclosure provisions of applicable Federal and State statutes and regulations adopted pursuant thereto. CONTRACTOR agrees that it has a duty and responsibility to make available to the COUNTY Administrator or hidher designated representatives, including the Auditor-Controller of the COUNTY, the contents of records pertaining to COUNTY which are maintained in connection with the performance of CONTRACTOR'S duties and responsibilities under this Agreement, subject to the provisions of the heretofore mentioned Federal and State statutes and

Page 8 of 11

Exhibit C, 2008-09 0 2 0 4

20.

21.

22.

23.

24.

regulations. The COUNTY acknowledges its duties and responsibilities regarding such records under such statutes and regulations.

-

MONITORING. CONTRACTOR agrees that COUNTY shall have the right to monitor the services provided under this Agreement. Monitoring shall be conducted according to standards and guidelines as set forth by Federal, State and COUNTY requirements. CONTRACTOR agrees to provide COUNTY'S Administrator, or hidher designee, with access to all applicable files and records as may be necessary to monitor the services according to the standards or guidelines described above.

REPORTS. CONTRACTOR shall submit written reports of operations, and other reports as requested by COUNTY. Format for the content of such reports will be developed by COUNTY in consultation with CONTRACTOR. Reports shall be submitted to COUNTY'S Administrator.

OWNERSHIP, PUBLICATION, REPRODUCTION AND USE OF MATERIAL. All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, and any other material or properties produced under this Agreement shall be the property of COUNTY. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyright or patent right by CONTRACTOR in the United States or in any other country without the express written consent of the COUNTY. COUNTY shall have unrestricted authority to publish, disclose, distribute and otherwise use copyright or patent right by CONTRACTOR in the United States or in any other country without the express written consent of the CONTRACTOR. COUNTY shall have unrestricted authority to publish, disclose, distribute and otherwise use copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement.

EVALUATION/RESEARCH. Evaluation or research involving contact with past or present recipients of services provided under this Agreement shall be permitted with the informed consent of the recipient and only after the CONTRACTOR has determined that the conduct of such evaluation or research will not adversely affect the quality of services provided or individual participation in services. COUNTY reserves the right to prohibit or terminate evaluation or research activities which in its judgment jeopardize the quality of services or individual participation in services provided under this Agreement.

TRAVELING EXPENSES, FOOD AND LODGING. CONTRACTOR'S claim for travel expense for food and lodging must be directly related to this program and shall be at rates not to exceed federal issued per diem rates. No travel outside of the State of California shall be payable unless prior written authorization is obtained from COUNTY'S Administrator.

Page 9 of 11

0205 Exhibit C, 2008-09

25. CONTRACTOR PERSONNEL STANDARDS. The CONTRACTOR shall determine that all staff providing services under this Agreement s6all be qualified to perform the job requirements under this Agreement.

26. AMENDMENTS. No alteration, amendment, or modification of the terms of this Agreement shall be valid unless executed by written amendment hereto and approved by COUNTY.

27. NOTICE OF POSSIBLE TERMINATION FOR CAUSE. A. In the event CONTRACTOR fails to perform any of the provisions of this

Agreement or fails to make progress so as to endanger performance of this Agreement in accordance with its terms, and in either of these circumstances does not cure such failure within a period of fourteen (14) days after receipt of notice from COUNTY specifying such failure, COUNTY may by written notice of default terminate the whole or part of this Agreement.

B. In the event of a termination pursuant to Paragraph 27A, all finished or unfinished documents, and other materials, prepared by CONTRACTOR under this Agreement shall become the property of COUNTY. CONTRACTOR shall be entitled to receive reasonable compensation not to exceed actual cost as reported in interim cost reports for any satisfactory work completed on such documents, or other such materials to date of termination, not to exceed amount payable to date of termination under Paragraph 27A reduced by the amount of damages sustained by COUNTY by reason of such breach.

28. TERMINATION DUE TO CESSATION OF FUNDING. COUNTY shall have the right to terminate this Agreement without prior notice to CONTRACTOR in the event that State or Federal funding for this Agreement ceases prior to the ordinary term of the Agreement.

29. WITHHOLDING OF PAYMENT. COUNTY may withhold final payment until year- end reports are received and approved by COUNTY. COUNTY may suspend or terminate payments for noncompliance with the terms of this Agreement, including non-compliance with agreements from prior years.

30. OVERPAYMENTS. Overpayments as determined by audits shall be payable to COUNTY within thirty (30) days after date of said determination.

31. SAFETY AND INFECTION CONTROL. CONTRACTOR asserts that it is in compliance with applicable CaVOSHA guidelines for safety and infection control, including blood-borne pathogens, and that there are no enforcement actions, litigation, or other legal or regulatory proceedings in progress or being brought against CONTRACTOR as a result of non-compliance with such guidelines. CONTRACTOR agrees to notify COUNTY immediately should the status of any of the assertions in this paragraph change or come into question.

Page 10 of 11 3

0 2 0 6 Exhibit C, 2008-09

32. CULTURAL COMPETENCY. In order to ensure access to services, CONTRACTOR shall provide services in a culturally competent m5nner. Cultural competency is defined as a congruent set of practice skills, behaviors, attitudes and policies that enable staff to work effectively in cross-cultural situations.

Exhibit C 2008-09 07/23/08

Page I 1 of 11

Exhibit X, 2008-09

Ix)

020'7

There are no revised paragraphs in this Agreement.

COUNTY OF SANTA CRUZ EXHIBIT X - REVISIONS

0

The following insurance coverages are waived if initialed by COUNTY'S representative and also approved by the COUNTY's Risk Manager:

Initials a. Worker's Compensation U b. Automobile Liability U c. Comprehensive or Commercial General Liability U d. Professional Liability U

There are revised paragraphs in this Agreement (if so, please specify below)

Paragraph " " is hereby revised to read as follows: of Exhibit

Approved by Risk Manager: Date:

The insurance coverage minimum amounts required in Exhibit C.3A., are hereby reduced to the amount indicated if initialed by the COUNTY's representative and also approved by the COUNTY's Risk Manager:

Initials Revised Amount a. Worker's Compensation U b. Automobile Liability U

d. Professional Liability U c. Comprehensive or Commercial General Liability 1


This Agreement is subject to the Living Wage provisions of the Santa Cruz County Code if initialed by COUNTY here:

E&7,,yE~N~Nc lxcd"; REk-oR-frN-G .&:.h=.IIy-.L-."-L,-c r* b .-. -*b .-,.-.,-"-A.\- .*.-. COUNTY waives Finan COUNTY here:

ing requirements of Exhibit C, Paragraph 11A if initialed by

The provisions set forth below shall supersede and take the place of the paragraph(s) they replace. All other provisions of this Agreement shall remain the same. Check and complete the appropriate box (es).

Page 1 of 1 07/23/08 * 3

COUNTY OF SANTA CRUZ 0208

REQUEST FOR APPROVAL OF AGREEMENT

(Department) County Administrative Office Auditor Controller BY; (Signature) 4130109 (Date)


TO. Board of Supervisors FROM:



( DepartmenVAgency)

(NamelAddress)

1. Said agreement is between the Health Services Agency - Public Health

and Watsonville Community Hospital, 75 Nielson, Watsonville, CA 95076

2 . The agreement will provide HRSA Emergency Preparedness efforts

3. Period of the agreement is from July 2o08 to August 8,2010 (new)

4. Anticipated Cost Is $ 127,500 Fixed Monthly Rate 0 Annual Rate Not to Exceed

Remarks: Auditor - Please encumber an additional $77,500

5. Detail: 0 On Continuing Agreements List for FY - Page CC- Contract, No: OR 0 1st Time Agreement 0 Section II No Board letter required, will be listed under Item 8 0 Section 1 1 1 Board letter required 0 Section IV Revenue Agreement

6. Appropriations/Revenues are available and are budgeted in 3621 10 User Code H209 (Index) 3665 (Sub object)


have been Contract NO: CT83710-0% available and encum bered.

@ Appropriations

By: Date: Aud i t@on txl I er Deputy

are not


Health Services Agency Director (Dept/Agency Head) to execute on behalf of the

Health Serviqes Agency

Date: 3/q/w By:

(De part m e n VAg e nc y )

~~

/ Distribution:

Board of Supervisors - White Auditor Controller - Canary Auditor-Controller - Pink Department - Gold

ADM - 29 (8l01) Title I, Section 300 Proc Man


$

* JE Amount Lines HlTL Keyed By Date

$ I Sub object User Code Auditor Description Amount Index

0 2 0 9

Agreement No: 371 0 Index: 3621 10 Subobject: - 3665

AMENDMENT NO. A-01 TO AGREEMENT

The parties hereto agree to amend that certain Agreement dated July 1, 2008 by and between the COUNTY OF SANTA CRUZ and Watsonviile Community Hospital as follows:

1. COVERSHEET Extending the term of the agreement through August 8, 2010. Increasing total contract amount by $77,500 for a new total contract amount of $127,500.

2. EXHIBIT A -Scope of Services 0 Deleting existing Exhibit A and replacing with Amended Exhibit A - Scope of

Services.

3. EXHIBIT B - Budqet, Fiscal and Payment Provisions Deleting existing Exhibit B and replacing with Amended Exhibit B - Budget, Fiscal and Payment Provisions.

All other provisions of said Agreement shall remain in full force and effect.

CONTRACTOR COUNTY OF SANTA CRUZ

By: .$$% By Watsonvil e ommunity Hospital

County ounsei c/ 8’

0 2 1 0 AMENDED EXHIBIT A - Scope of Services

Contractor: Watsogville Community Hospital Agreement Number: 3710


1. CONTRACTOR agrees to exercise special skill to accomplish the results listed below in accordance with California Department of Public Health’s Hospital Preparedness Program (HPP) Agreement Number EPO 07-44 (Part I) and EPO 08-44 (Part 11). The Hospital Preparedness Program has been designed to support the COUNTY’S Local Health Department and hospital partners’ emergency preparedness efforts.

Part I: In accordance with the 2006/07 Health Resource and Services Administration Extension for Agreement Number EPO 06-44:

CONTRACTOR shall

Result A: Result B: Result C:

accomplish the following results prior to August 31 , 2008:

Procure interoperable communications/bed tracking system Procure pandemic readiness equipmenffwasher and dryer Participate in emergency preparedness training and procure electronic command center equipment

PART II: In accordance with the 2007/08 HPP Agreement Number EPO 07-44:

CONTRACTOR agrees to render all services and encumber all purchases prior to August 8, 2009. CONTRACTOR agrees to submit invoices for reimbursement of expenditures to COUNTY no later than August 31, 2009 and submit quotes for advance payment requests for authorized expenditures prior to July 8, 2009:

Result 1 :

Result 2:

Procure pediatric/bariatric evacuation supplies to enhance evacuation planning. Purchases may include BaraSlyde, ParaSlyde, Pedi Foam Insert, Equipment Foam Insert, SafeSlyde Accessory Kit, Firebox SafeSlyde Access Pack Storage, Motorola Radios, Electronic Hospital Incident Command System with presenter, 78 Position Dry Erase Board, Incident Command System Field Command Flag Set, Hospital ER Response, Triage Kit or other evacuation supplies as approved by the HPP Partership.

Procure the following infection control equipment to enhance surge planning: Hand wash sinks, SaniStand station, and water purification system

PART 111: In accordance with the 2008/09 HPP Agreement Number EPO 08-44:

CONTRACTOR agrees to render all services and encumber all purchases prior to August 8, 2009. CONTRACTOR agrees to submit invoices for reimbursement of expenditures to COUNTY no later than August 31, 2009 and submit quotes for advance payment requests for authorized expenditures prior to July 8, 2009:

Result I. Participate in HPP Meetings Identify a representative to participate in monthly HPP Partnership/Coalition meetings. Coalition meetings shall focus on integrating plans and activities of all participating partners, increasing medical response capabilities in the Operational Area as well as in the mutual aid region and preparing to meet the needs of special populations in the Operational Area.

Results 2-4 outlined below, are Overarching Requirements of the 2008-09 HPP Grant Result 2. Meet the 14 Required National Incident Management System (NIMS)/SEMS

AMENDED EXHIBIT A, Page 1 of 4

021 1 AMENDED EXHIBIT A - Scope of Services

C o n tract o r : W a t s o p i I I e C o m m u n i ty H os pit a I Agreement Number: 3710


Objectives Complete and submit Attachment 13 to COUNTY by April 1 , 2009 outlining current status and again by August 1, 2009 identifying adoption of all NlMS elements.

Result 3. Conduct an Ongoing Education and Preparedness Training Program Provide education and training opportunities to staff who respond to public health emergencies. These activities should include NIMS/SEMS/HICS training, training on emergency response plans, population based care, and other training specific to individual roles during emergencies.

a. Procure training materials, ensure staff attendance and test proctoring to the Certified Healthcare Emergency Preparedness Professional (CHEP) training.

b. Provide NIMS training to hospital staff

Result 4. Conduct Ongoing Exercises, Prepare After Action Reports and Implement Corrective Action Plans. Exercise and drills funded by HPP funds shall be built on the federal Homeland Security Exercise and Evaluation Program (HSEEP) including development of After Action Reports (AAR).

a. Participate in all four phases of the 2009 Statewide Medical and Health Disaster Exercise: Pandemic Influenza. At minimum the 2009 Statewide Exercise, should test horizontal and vertical communications, partnership/coalition agreements, resource requesting, and bed availability tracking.

b. As a component of end-of-year reporting, CONTRACTOR shall submit an AAR for each exercise or event utilizing Attachment 14 developed by California Department of Public Health and California Hospital Association. CONTRACTOR shall submit completed AARs to COUNTY prior to August 1, 2009.

Results 5 -9 are Tier 7 Requirements of the 2008-09 HPP Grant Result 5. Maintain/Develop Interoperable Communications Systems

a.

b.

C.

Identify a CAHAN Administrator and back-up to attend CAHAN administrator training. Participate in CAHAN drills. Purchases equipment to strengthen interoperable communication systems that are capable of communicating both horizontally and vertically. Purchases must be supported by a clear explanation of how the current purchase will augment, not duplicate, functions of CAHAN, California’s official public health emergency alerting and notification system, and how it will interoperate under the Project 25 (P25) standards outlined in the SAFECOM website at www.safecomprogram.gov .

Procure VPN router and radio transmitter to increase communication capacity.

Participate in the Federal Communications Commission’s (FCC) Telecommunications Service Priority Program (TSP). TSP prioritizes facilities for re-establishing physical telecommunications lines affected by disaster.

i.

Result 6. Participate in Statewide Bed Tracking Drills , Participate in Hospital Available Beds (HavBeds) drills utilizing EM S



0 2 1 2 AMENDED EXHIBIT A - Scope of Services

Result 7.

Result 8.

Result 9.

Contractor: WatsopAlle Community Hospital Agreement Number: 3710


Demonstrate the ability to report available hospital beds within 60 minutes in at least one statewide drilI/exercise conducted in 2008-2009.

Complete Medical evacuation/Shelter-in-Place Plans (Priority Project 2) Update medical evacuation plan/procedures as necessary to respond to disaster scenarios that require medical evacuation. These plans should include options to evacuate beyond the boundaries of the facility. Plans shall include shelter in place when evacuation is inappropriate or delayed. Updated Medical Evacuation Plan shall be reviewed and approved by COUNTY no later than July 31, 2009.

a. Included in Part II- Result 1


a. Included in Part I I - Result 2

Complete Facility Fatality Management Plans Ensure facility level fatality management plans are in place and coordinate with County to integrate into County plans for disposition of the deceased. These plans must clearly account for the proper identification, handling and storage of remains by the healthcare facility.

Result I O : Plan, Coordinate and Facilitate 2009 Statewide Medical and Health Disaster Exercise: Pandemic Influenza

a.

b.

C.

d.

e.

Facilitate and coordinate all four phases of the 2009 Statewide Exercise in compliance with the Homeland Security Exercise and Evaluation Program (HSEEP). Exercise objectives shall meet the following medical surge components: Interoperable communications, utilization of the Disaster healthcare Volunteers of CA system, MOUs that are in place for partnershipslcoalitions, fatality management of healthcare facilities, medical evacuation/shelter in place decision making process; and Tracking hospital bed availability Phase 1: Encourage all participants to watch the EPO educational broadcast identifying challenges and promising practices to manage the impact of influenza pandemic. Phase 2: Conduct Gap Analysis. Gather and review all participating agencies gap analysis and utilize the identified strengths and weaknesses to coordinate/facilitate phase 3 and 4. Phase 3: Facilitate a county-based pandemic influenza tabletop utilizing the exercise materials and planning/facilitation toolkit provided by CDPH. Solicit participation of partner agencies outlined in the exercise materials. Tabletop exercise must be held prior to March 31, 2009. Gap analysis results will be shared with partners during the tabletop exercise to provide an opportunity for advance collaboration and sharing of information and resources. Phase 4: Coordinate/Facilitate June 18, 2009 Statewide Disaster Exercise. Exercise should test communications, patient movement,



AMENDED EXHIBIT A - Scope of Services 0213

Contractor: Watsoflville Community Hospital Agreement Number: 3710


resource identification/allocation and key elements of organizational plans in response to an influenza pandemic. Utilize exercise guidebook and Master Sequence of Events List (MSEL) developed by CDPH and include critical actions specific to the County of Santa Cruz. Develop key messages designed to move the exercise forward and to keep the exercise on track. These messages will be disseminated before and during the exercise as needed. Messages may be in a written, audio, and/or visual format.

f. Meet with Santa Cruz exercise team to further define the scope and objectives of the functional exercise.

Result 1 I : Conduct, Evaluate June 18, 2009 Functional Exercise and write HSEEP Compliant After Action Report

a.

b.

C.

d.

Identify a team to conduct direct observation of the exercise for evaluation purposes. This team will not participate in the exercise but will be tasked with the evaluation component of the exercise. Provide evaluation criteria and methodology with all relevant evaluation forms based on the objectives set by the exercise design team. Facilitate a post-exercise debriefing (hot wash) of issues that arise during the exercise. Compile and analyze all data. Write an HSEEP compliant After-Action Report identifying corrective actions. CONTRACTOR shall summarize exercise; describe problems encountered and lessons learned. CONTRACTOR shall submit report to COUNTY no later than 60 days following the exercise.

PART IV: In accordance with the 2008/09 Hospital Preparedness Program (HPP) Extension Agreement Number EPO 08-44:

CONTRACTOR agrees to render all services and encumber all purchases between August 9,2009 and August 8, 2010. CONTRACTOR agrees to submit invoices for reimbursement of expenditures to COUNTY no later than August 31 , 2010.

Result I. Conduct an Ongoing Education and Preparedness Training Program Provide education and training opportunities to staff who respond to public health emergencies. These activities should include NIMS/SEMS/HICS training, training on emergency response plans, population based care, and other training specific to individual roles during emergencies (reference Part Ill, Result 3)

PART V: In accordance with the 2009110 Hospital Preparedness Program (HPP) Agreement Number EPO 09-44:



0214 AMENDED - EXHIBIT B - BUDGET, FISCAL AND PAYMENT PROVISIONS

1.

Contractor: Watsonville Community Hospital Agreement Number: 3710


COMPENSATION. In consideration for CONTRACTOR accomplishing services and results . described in Exhibit A (Scope of Services), COUNTY agrees to pay CONTRACTOR a maximum amount not to exceed $127,500 as outlined below. Total contract amount is based on and limited to the availability of funding through the 2006/07 Health Resource and Services Administration (HRSA) Agreement Number EPO 06-44 Carry Over Funds (Part I), California Department of Public Health EPO 07-44 Carry Over Funds (Part II), and EPO 08- 44 grand funds (Part 111). If funding for this agreement is reduced or eliminated, the amount available for services provided under this agreement will likewise be reduced or eliminated. No COUNTY funds will be used to fund services under this agreement.

PART I: In accordance with 2006107 Health Resource and Services Administration Extension for Agreement Number EPO 06-44 total payment amount not to exceed $50,000.

Payment A: Payment of $29,000 for procurement of interoperable communications equipmenvbed tracking system Payment B: Payment of $13,200 for procurement of pandemic readiness equipment/washer and dryer Payment C: Payment of $7,800 for participation in emergency preparedness training(s) and procurement of electronic command center equipment

PART I I : In accordance with 2007/08 HPP Extension for Agreement Number EPO 07- 44 payment amount not to exceed $35,600:

Payment 1 : Advance payment of $1 2,500 to procure pediatridbariatric evacuation supplies to enhance evacuation planning. CONTRACTOR shall submit a quote to COUNTY for advance payment to be released.

Payment 2: Advance payment of $23,100 for procuring infection control equipment to enhance surge planning. CONTRACTOR shall submit a quote to COUNTY for advance payment to be released.

PART 111: In accordance with 2008/09 Hospital Preparedness Program (HPP) Agreement Number EPO 08-44 payment amounts not to exceed $38,700:

Payment 3a - 3b. Payment of $1 1,000 for registration and travel costs for em erg e ncy p re pa redn ess/N I M S trainings

Payment 5bi: Payment of $7,700 to procure VPN router and radio transmitter. CONTRACTOR shall submit an invoice/quote to COUNTY for advance payment or reimbursement.

Payment IO: Payment of $15,000 to plan, coordinate and facilitate all four phases of the 2009 Statewide Medical and Health Disaster Exercise: Pandemic Influenza. CONTRACTOR shall submit invoice to COUNTY on CONTRACTOR’S letterhead for services rendered.

Amended - Exhibit B, Page 1 of 2

0215

AMENDED - EXHIBIT B - BUDGET, FISCAL AND PAYMENT PROVISIONS

Contractor: Watsonville Community Hospital Agreement Number: 3710

Budget Index: 3621 IO

Payment 11: Payment of $5,000 to conduct and evaluate June 18, 2009, Functional Exercise. Payment shall be released upon COUNTY’S acceptance and approval of HSEEP compliant After Action Report. CONTRACTOR shall invoice COUNTY on CONTRACTOR’S letterhead for services rendered.

PART IV: In accordance with 2008109 HPP Extension Agreement Number EPO 08-44 payment amounts not to exceed $3,200:

Payment 1: Payment of $3,200 for registration and travel costs for emergency prepared ness1N I MS trainings.

PART V: In accordance with 200911 0 HPP Agreement Number EPO 09-44:

Upon award of 2009110 HPP Grant, COUNTY shall amend this Agreement to provide for payment for CONTRACTOR services in accordance with 20009110 HPP Grant Guidance.

2.

3.

4.

5.


PART I:

PART 11:

PART Ill:

PART IV:

PART V:

Not applicable

CONTRACTOR shall submit invoices for services rendered and reimbursement of expenditures to COUNTY on CONTRACTOR’S letterhead prior to August 31 , 2009. CONTRACTOR shall submit invoices for services rendered and reimbursement of expenditures to COUNTY on CONTRACTOR’S letterhead prior to August 31 , 2009. CONTRACTOR shall submit invoices for services rendered and reimbursement of expenditures to COUNTY on CONTRACTOR’S letterhead prior to August 31 , 2010. CONTRACTOR shall submit invoices for services rendered and reimbursement of expenditures to COUNTY on CONTRACTOR’S letterhead prior to August 31, 2010.

REPORTS. CONTRACTOR shall provide Training and Exercise Report including details of training provided, names of trained staff, and details of exercise participation to COUNTY upon submission of invoices for payments 3a through 3b.


BUDGET CONTROL. With prior written approval of COUNTY, CONTRACTOR may adjust cost among budget line items or addldelete line items as long as the total amount of the contract is not exceeded.

Amended - Exhibit B, Page 2 of 2

COUNTY OF SANTA CRUZ REQUEST FOR APPROVAL OF AGREEMENT

0216

(Department) County Administrative Office Auditor Controller BY: (Signature) 4/30/09 (Date)

TO. Board of Supervisors FROM:



1. said agreement is between the Health Services Agency - Public Health


(DepartmenUAgency)

( N a melAd d r es s) and Santa Cruz Women’s Health Center, 250 Locust St, Santa Cruz, CA 95060

The agreement will provide HRSA Emergency Preparedness efforts

~

to October 31,2009 Period of the agreement is from April ’’ 2009

Anticipated Cost Is $ 20,500 Fixed Monthly Rate 0 Annual Rate Not to Exceed

Remarks:

OR 1 st Time Agreement 5. Detail: 0 On Continuing Agreements List for FY - Page CC- Contract, No: 0 Section II No Board letter required, will be listed under Item 8

Section III Board letter required 0 Section IV Revenue Agreement

6. AppropriationslRevenues are available and are budgeted in 3621 10 User Code H209 (Index) 3665 (Sub object)


have been Contract NO: CT8 sa?-/ Date: yk</e available and encumbered. Appropriations @

are not &/dp/- By:


Health Services Agency Director (DepUAgency Head) to execute on behalf of the

Health S9rviGes Agency (DepartmenVAgency)

Date: By: Countywdministrative Office

I

Distribution: Board of Supervisors - White t

Auditor Controller - Canary Auditor-Controller - Pink Department - Gold

c w s u p e r v i s o r s of the County of Santa Cruz,

ADM - 29 (8l01) Title I , Section 300 Proc Man


$

J$ Amount Lines HlTL Keyed By Date

$ I Auditor Description Amount Index Sub object User Code

Contract No.

The COUNTY OF SANTA CRUZ through the HEALTH SERVICES AGENCY- PUBLIC HEALTH 1080 Emeline Avenue, P.O. Box 962, Santa Cruz, CA 95061-0962

Hereinafter called COUNTY and: 0

0 2 1 7

Name: Santa Cruz Women's Health Center

Santa Cruz, CA 95060 e Address: 250 Locust Street

t- z 0 0

Y Hereinafter called CONTRACTOR for: Emergency Preparedness Program/Hospital Preparedness Program


WHEREAS pursuant to the provisions of California Government Code, Section 31000 the BOARD OF SUPERVISORS of COUNTY is authorized to enter into an agreement for such services.

NOW, THEREFORE, the parties here to do mutually agree as set forth in v) k 2 I 3

CHECK BOX IF ATTACHED

El El

- - TITLE EXHI BIT A Scope of Services

B Budget, Fiscal and Payment Provisions




cl H Business Services Addendum

Ix1 X Revisions Said exhibits attached hereto are incorporated into this Agreement by this reference.

IN WITNESS THEREOF, COUNTY AND CONTRACTOR have executed this Agreement to be effective: April 1 , 2009 through October 31, 2009 v)

U 3 CONTRACTOR COUNTY W

I-

Approved as to Insurances: Amount: $20,500


Clerk of the Board Au d i to r-Con t rol le r

Health Services Agency Contractor

EXHIBIT A - SCOPE OF SERVICES

1. DUTIES OR SERVICES PROVIDED.

Agreement Number: TBD Budget Index: 3621 10

-

0 2 1 8

CONTRACTOR agrees to exercise special skill to accomplish the results listed below in accordance with California Department of Public Health’s Hospital Preparedness Program Agreement Number EPO 07-44. The Hospital Preparedness Program has been designed to support the COUNTY’S Local Health Department and hospital partners’ emergency preparedness.

CONTRACTOR agrees to render all services, encumber all purchases and submit invoices to COUNTY for reimbursement of expenditures prior to August 8, 2009

CONTRACTOR shall accomplish the following results to enhance shelter-in-place planning and continuity of operations during power outages.

Result 1 : Procure generator to provide back-up power during power outages

Result 2: Ensure gas lines are installed and protective covering is constructed for generator

CONTRACTOR shall accomplish the following results to increase staff training:

Result 3: Participate in two exercises/drills including the 2009 Statewide Medical and Health Disaster Exercise (includes participation in all four phases) and one other COUNTY approved county-wide emergency drill.

Result 4: Provide personal protective equipment training to CONTRACTOR staff. Contractor agrees to provide details of training provided and names of trained staff to COUNTY upon submission of invoice for payment.

Exhibit A, Page 1 of 1

0 2 1 9 EXHIBIT 6 - BUDGET, FISCAL AND PAYMENT PKOVlSlONS

Agreement Number: NEW

1. COMPENSATION. In consideration for CONTRACTOR accomplishing results described in Exhibit A (Scope of Services), COUNTY agrees to pay CONTRACTOR a maximum amount not to exceed $20,500 as outlined below. Total contract amount is based on and limited to the availability of funding through the California Department of Public Health Hospital Preparedness Program Agreement Number EPO 07-44 Carry Over Funds. If funding for this agreement is reduced or eliminated, the amount available for services provided under this agreement will likewise be reduced or eliminated. No COUNTY funds will be used to fund services under this agreement.

Payment 1: Payment in the amount of $14,711 for purchase of generator.

Payment 2: Payment in the amount of $3,289 for gas lines installation and protective covering for generator.

Payment 3: Payment in the amount of $1,250 for participation in two county- wide emergency exercises/drills .

Payment 4: Payment in the amount of $1,250 for providing personal protective equipment training to CONTRACTOR staff.

2. INVOICING. CONTRACTOR shall submit invoices for services rendered and reimbursement of expenditures to COUNTY prior to August 8, 2009. Invoices for payments 3 and 4 shall include Training and Exercise Report as detailed in item 3. Reports. CONTRACTOR shall invoice in the form and manner requested by COUNTY.

3. REPORTS. CONTRACTOR shall provide Training and Exercise Report including details of training provided, names of trained staff, and details of exercise participation to COUNTY upon submission of invoices for payment 3 and 4.

4. PARTIAL PERFORMANCE. In the event less than all services are performed in a proper and timely manner, CONTRACTOR shall be paid only the reasonable cost for the services performed for the payment period as determined by COUNTY’S Administrator.

5. BUDGET CONTROL. With prior written approval of COUNTY, CONTRACTOR may adjust cost among budget line items or addidelete line items as long as the total amount of the contract is not exceeded.


Exhibit C, 2008-09

z

COUNTY OF SANTA CRUZ

0 2 2 0

EXHIBIT C - STANDARD COUNTY 1 AGENCY PROVISIONS

7. EARLY TERMINATION. time by giving thirty (30) days written notice to the other party.

Either party hereto may terminate this contract at any '


A.

B.

Any and all claims, demands, losses, damages, defense costs, or liability of any kind or nature which COUNTY may sustain or incur or which may be imposed upon it for injury to or death of persons, or damage to property as a result of, arising out of, or in any manner connected with the CONTRACTOR'S performance under the terms of this Agreement, excepting any liability arising out of the sole negligence of the COUNTY. Such indemnification includes any damage to the person(s), or property (ies) of CONTRACTOR and third persons.

Any and all Federal, State and Local taxes, charges, fees, or contributions required to be paid with respect to CONTRACTOR and CONTRACTOR'S officers, employees and agents engaged in the performance of this Agreement (including, without limitation, unemployment insurance, social security and payroll tax withholding).

3. INSURANCE. Unless waived in Exhibit X, Paragraph 1 of this Agreement, or modified in Exhibit X, Paragraph 2 of this Agreement, CONTRACTOR, at its sole cost and expense, and for the full term of this Agreement (and any extensions thereof), shall obtain and maintain at minimum all of the following insurance

" coverage@) and requirements. Such insurance coverage shall be primary coverage as respects COUNTY and any insurance or self-insurance maintained by COUNTY shall be excess of CONTRACTOR'S insurance coverage and shall not contribute to it.


If CONTRACTOR utilizes one or more subcontractors in the performance of this Agreement, CONTRACTOR shall obtain and maintain Independent Contractor's Insurance as to each subcontractor or othemvise provide evidence of insurance

Page 1 of 11

0 2 2 1 Exhibit C , 2008-09

- coverage for each subcontractor equivalent to that required of CONTRACTOR in this Agreement.

A. TYPES OF INSURANCE AND MINIMUM LIMITS I.

2.

3.

4.

Worker’s Compensation in the minimum statutory required coverage amounts.

Automobile Liability Insurance for each of CONTRACTOR’S vehicles used in the performance of this Agreement, including owned, non-owned (e.g., owned by CONTRACTOR’S employees), leased or hired vehicles, in the minimum amount of $500,000 combined single limit per occurrence for bodily injury and property damage.

Comprehensive or Commercial General Liability Insurance coverage in the minimum amount of $1,000,000 combined single limit, including coverage for: (a) bodily injury, (b) personal injury, (c) broad form property damage, (d) contractual liability, and (e) cross-liability.

Professional Liability Insurance in the minimum amount of $1,000,000.

B. OTHER INSURANCE PROVISIONS I. If any insurance coverage required in this Agreement is provided on a

“Claims Made” rather than “Occurrence” form, CONTRACTOR agrees to maintain the required coverage for a period of three (3) years after the expiration of this Agreement (hereinafter “post agreement coverage”) and any extensions thereof. CONTRACTOR may maintain the required post agreement coverage by renewal or purchase of prior acts or tail coverage. This provision is contingent upon post agreement coverage being both available and reasonable affordable in relation to the coverage provided during the term of this Agreement. For purposes of interpreting this requirement, a cost not exceeding 100% of the last annual policy premium during the term of this Agreement in order to purchase prior acts or tail coverage for post agreement coverage shall be deemed reasonable.

2. All required Automobile and , Comprehensive or Commercial General Liability Insurance shall be endorsed to contain the following clause:

1

3. All

“The County of Santa Cruz, its officials, employees, agents and volunteers are added as additional insureds as respects the operations and activities of, or on behalf of, the named insured performed under Agreement with the County of Santa Cruz. ”

required insurance policies shall be endorsed to contain the, following clause:

“This insurance shall not be canceled until after thirty (30) days prior written notice has been given to: County of Santa

Page 2 of I 1

0 2 2 2 Exhibit C, 2008-09

- Cruz, Health Services Agency, Purchasing/Claims, 7080 Emeline Avenue, Santa Cruz, CA 95060.”

4. CONTRACTOR agrees to provide its insurance broker(s) with a full copy of these insurance provisions and provide COUNTY on or before the effective date of this Agreement with Certificates of Insurance for all required coverages. All Certificates of Insurance shall be delivered or sent to: County of Santa Cruz, Purchasing/ Claims, 7080 Emeline Avenue, Santa Cruz, CA 95060.


A. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, color, religion, national origin, ancestry, physical, or mental disability, medical condition (cancer related), marital status, sexual orientation, age (over 18), veteran status, gender, pregnancy, or any other non-merit factor unrelated to job duties. Such action shall include, but not be limited to, the following: recruitment; advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training (including apprenticeship), employment, upgrading, demotion, or transfer. The CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notice setting forth the provisions of this non-d iscrimin a tion clause .


1. The CONTRACTOR shall, in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, national origin, ancestry, physical, or mental disability, medical condition (cancer related), marital status, sexual orientation, age (over 18), veteran status, gender, pregnancy, or any other non-merit factor unrelated to job duties. Such action shall include, but not be limited to, the following: recruitment; advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training (including apprenticeship), employment, upgrading, demotion, or transfer. In addition, the CONTRACTOR shall make a good faith effort to consider MinorityNVomenlDisabled Owned Business. Enterprises in CONTRACTOR’S solicitation of goods and services, Definitions for MinorityNVomenlDisabled Business Enterprises are available from the COUNTY General Services Purchasing Division.

Page 3 of 11

0 2 2 3 Exhibit C, 2008-09

- 2. In the event of the CONTRACTOR’S non-compliance with the non-

discrimination clauses of this Agreement or with any of the said rules, regulations, or orders said CONTRACTOR may be declared ineligible for further agreements with the COUNTY.

3. The CONTRACTOR shall cause the foregoing provisions of this Subparagraph 4B. To be inserted in all subcontracts for any work covered under this Agreement by a subcontractor compensated more than $50,000 and employing more than fifteen (15) employees, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials.



SECONDARY FACTORS: (a) The extent of control which, by agreement, COUNTY may exercise over the details of the work is slight rather than substantial; (b) CONTRACTOR is engaged in a distinct occupation or business; (c) In the locality, the work to be done by CONTRACTOR is usually done by a specialist without supervision, rather than under the direction of an employer; (d) The skill required in the particular occupation is substantial rather than slight; (e) The CONTRACTOR rather than the COUNTY supplies the instrumentalities, tools and work place; (9 The length of time for which CONTRACTOR is engaged

* is of limited duration rather than indefinite; (9) The method of payment of CONTRACTOR is by the job rather than by the time; (h) The work is part of a special or permissive activity, program, or project, rather than part of the regular business of COUNTY; (i) CONTRACTOR and COUNTY believe they are creating an independent contractor relationship rather than an .employer-employee relationship; and (j) The COUNTY conducts public business.

It is recognized that it is not necessary that all secondary factors support creation of an independent contractor relationship, but rather that overall there are significant secondary factors, which indicate that CONTRACTOR is an in de pe nde n t contractor.

Page 4 of 11

Exhibit C, 2008-09 0 2 2 4

6.

7.

8.

9.

I O .

11.

- By their signatures to this Agreement, each of the undersigned certifies that it is his or her considered judgment that the CONTRACTOR engaged under this Agreement is in fact an independent contractor.





,





I. For the purposes of this paragraph, “CONTRACTOR’S fiscal year” shall be that period the CONTRACTOR utilizes for its annual budget cycle.

2. The Contract Administrator may agree to extend the deadline for the Financial Statements required by this paragraph.

w Page 5 of 11

0 2 2 5 Exhibit C , 2008-09

- 3. In the sole discretion of the COUNTY, the requirements of this

paragraph may be exempted where the Contract Administrator ascertains that such reporting is not essential, and does certify to its inapplicability by initialing in Exhibit X, Paragraph 4.

B. The CONTRACTOR shall make a good faith effort to provide the Contract Administrator with timely notice of any event or circumstance that materially impairs the CONTRACTOR’S financial position or substantially interferes with the CONTRACTOR’S ability to offer the sewices it has agreed to provide as set forth in this Agreement.

12.

13.

14.

15.

DISALLOWANCE AND RESPONSIBILITY FOR AUDIT EXCEPTIONS. CONTRACTOR is responsible for knowledge of, and compliance with, all COUNTY, State and Federal regulations applicable to expenditure of funds under the terms of this Agreement. In the event CONTRACTOR claims and receives payment from COUNTY which is later disallowed based on an audit performed by the COUNTY, the State of California or the United States government, CONTRACTOR shall promptly refund the disallowed amount to COUNTY on request, or at COUNTY’S sole option, COUNTY may offset the amount disallowed from any payment due or to become due to CONTRACTOR under this Agreement. CONTRACTOR also agrees to assume all responsibility for receiving, replying to, and complying with any audit exceptions by the COUNTY, State or Federal audit agency.

POLITICAL ACTIVITIES PROHIBITED. None of the funds, provided directly or indirectly, under this Agreement shall be used for any political activities or to further the election or defeat of any candidate for public office or measure before the electoric.

LOBBYING. None of the funds provided under this contract shall be used for publicity or propaganda purposes designed to support or defeat any legislation pending before State or Federal legislatures or the Board of Supervisors of the COUNTY to an extent other than allowed under applicable federal tax regulations for tax exempt corporations pursuant to 26 C.F.R. Section 501 (c)(3)-(ib)(3).

CONFORMANCE TO REGULATIONS. CONTRACTOR shall perform this Agreement in conformance with applicable Federal, State and local rules and regulations, including applicable facility and professional licensure and/or certification laws. CONTRACTOR shall conform to all provisions of the False Claims Act including but not limited to 31 USC, Chapter 37, 33729-3733, the Federal False Claims Act, Government Code 312650-12656, the State False Claims Act, and the Santa Cruz County Health Services Agency False Claims Act Compliance Plan.

Page6 of 11

Exhibit C , 2008-09 0226

- 16. CONFORMANCE TO LAW. This Agreement shall be construed and

interpreted according to the laws of the State of California, the United States of America and the ordinances of the County of Santa Cruz.

17. RESPONSIBILITY FOR INVENTORY ITEMS. A.

B.

Equipment, materials, supplies, or property of any kind purchased from funds advanced or reimbursed under the terms of this Agreement having a useful life of three years or greater and a value in excess of three hundred dollars is defined a inventory item. All such items not fully consumed in the work described herein shall be the property of the COUNTY at the termination of this Agreement unless the COUNTY, at its sole discretion, makes an alternate disposition. CONTRACTOR shall, at the request of COUNTY, submit an inventory of said items purchased under the terms of this Agreement, and for items received on a loan basis from COUNTY; such inventory will not be required more frequently than annually. CONTRACTOR shall provide a final inventory to COUNTY'S Administrator within ten (IO) days of the termination of this Agreement. Final disposition of all inventory items shall be in accordance with written instructions provided by COUNTY.

Inventory items in CONTRACTOR'S possession shall only be used in connection with the program funded under this Agreement, and shall not be loaned to the public at large. CONTRACTOR is strictly liable for repairing or replacing any inventory item which is lost and/or damaged while in its possession. CONTRACTOR is responsible for the proper maintenance of all inventory items. CONTRACTOR will return all inventory items to COUNTY in the same condition that it received them except for damage due to normal wear and tear.

18. NONDISCRIMINATION IN SERVICES. A.

B.

By signing this Contract, Contractor certifies under the laws of the State of California that Contractor and its Subcontractors shall not unlawfully discriminate in the provision of services because of race, color, religion, national origin, ancestry, physical, or mental disability, medical condition (cancer related), marital status, sexual orientation, age (over 18), veteran status, gender, pregnancy, or any other non-merit factor as provided by state and federal law and in accordance with Title VI of the Civil Rights Act of 1964 [42 USC 2000(d)]; Age Discrimination Act of 1975 (42 USC 6101); Rehabilitation Act of 1973 (29 USC 794); Education Amendments of 1972 (20 USC 1681); Americans with Disabilities Act of 1990 (42 USC 12101); Title 45, CFR, Part 84; provisions of the Fair Employment and Housing Act (Government Code Section 12900 et seq.); and regulations promulgated thereunder (Title 2, CCR, Section 7285.0 et seq.); Title 2, Division 3, Article 9.5 of the Government Code, commencing with Section 1 1135; and Chapter 6 of Division 4 of Title 9 of the CCR, commencing with Section 10800.

For the purpose of this Contract, discrimination on the basis of race, color, religion, national origin, ancestry, physical, or mental disability, medical * 2 Page 7 of I 1

'0227 Exhibit C, 2008-09

C.

D.

- condition (cancer related), marital status, sexual orientation, age (over 18), veteran status, gender, pregnancy, or any other non-merit factor includes, but is not limited to, the following: denying an otherwise eligible individual any service or providing a benefit which is different, or is provided in a different manner or at a different time, from that provided to others under this Contract; subjecting any othenvise eligible individual to segregation or separate treatment in any matter related to the receipt of any service; restricting an otherwise eligible individual in any way in the enjoyment of any advantage or privilege enjoyed by others receiving a n y service or benefit; and/or treating any individual differently from others in determining whether such individual satisfied any admission, enrollment, eligibility, membership, or other requirement or condition which individuals must meet in order to be provided any service or benefit. Contractor shall, on a cycle of at least every three years, assess , monitor, and document each Subcontractor's compliance with the Rehabilitation Act of 1973 and Americans with Disabilities Act of 1990 to ensure that recipientdbeneficiaries and intended recipients/beneficiaries of services are provided services without regard to physical or mental disability. Contractor shall also monitor to ensure that beneficiaries and intended beneficiaries of service are provided services without regard to race, color, religion, national origin, ancestry, physical, or mental disability, medical condition (cancer related), marital status, sexual orientation, age (over 1 S), veteran status, gender, pregnancy, or any other non-merit factor. Contractor shall include nondiscrimination and compliance provisions in all subcontracts. Contractor shall establish written procedures under which service participants are informed of their rights including their right to file a complaint alleging discrimination or a violation of their civil rights. Participants in programs funded hereunder shall be provided a copy of their rights that shall include t h e right of appeal and the right to b e free from sexual harassment and sexual contact by members of the treatment, recovery, advisory, or consultant staff. Noncompliance with the requirements of nondiscrimination in services shall constitute grounds for state to withhold payments under this Contract or terminate all, or any type, of funding provided hereunder. .

19. CONFIDENTIALITY OF RECORDS. CONTRACTOR agrees that all information and records obtained in the course of providing services to COUNTY in the program shall be subject to confidentiality and disclosure provisions of applicable Federal and State statutes and regulations adopted pursuant thereto. CONTRACTOR agrees that it has a duty and responsibility to make available to the COUNTY Administrator or h i d h e r designated representatives, including the Auditor-Controller of the COUNTY, the contents of records pertaining to COUNTY which are maintained in connection with the performance of CONTRACTOR'S duties and responsibilities under this Agreement, subject to the provisions of the heretofore mentioned Federal and State statutes and

Page 8 of 11

0228 Exhibit C, 2008-09

20.

21.

22.

23.

24.

regulations. The COUNTY acknowledges regarding such records under such statutes and

its duties. and responsibilities regulations.




EVALUATlON/RESEARCH. Evaluation or research involving contact with past or present recipients of services provided under this Agreement shall be permitted with the informed consent of the recipient and only after the CONTRACTOR has determined that the conduct of such evaluation or research will not adversely affect the quality of services provided or individual participation in services. COUNTY reserves the right to prohibit or terminate evaluation or research activities which in its judgment jeopardize the quality of services or individual participation in services provided under this Agreement.

TRAVELING EXPENSES, FOOD AND LODGING. CONTRACTOR'S claim for travel expense for food and lodging must be directly related to this program and shall be at rates not to exceed federal issued per diem rates. No travel outside of the State of California shall be payable unless prior written authorization is obtained from COUNTY'S Administrator. .

Page 9 of I 1

Exhibit C, 2008-09 0 2 2 9

25.

26.

27.

28.

29.

30.

31.

2-

CONTRACTOR PERSONNEL STANDARDS. The CONTRACTOR shall determine that all staff providing services under this Agreement shall be qualified to perform the job requirements under this Agreement.

AMENDMENTS. No alteration, amendment, or modification of the terms of this Agreement shall be valid unless executed by written amendment hereto and approved by COUNTY.

NOTICE OF POSSIBLE TERMINATION FOR CAUSE. A.

B.

In the event CONTRACTOR fails to perform any of the provisions of this Agreement or fails to make progress so as to endanger performance of this Agreement in accordance with its terms, and in either of these circumstances does not cure such failure within a period of fourteen (14) days after receipt of notice from COUNTY specifying such failure, COUNTY may by written notice of default terminate the whole or part of this Agreement.

In the event of a termination pursuant to Paragraph 27A, all finished or unfinished documents, and other materials, prepared by CONTRACTOR under this Agreement shall become the property of COUNTY. CONTRACTOR shall be entitled to receive reasonable compensation not to exceed actual cost as reported in interim cost reports for any satisfactory work completed on such documents, or other such materials to date of termination, not to exceed amount payable to date of termination under Paragraph 27A reduced by the amount of damages sustained by COUNTY by reason of such breach.

TERMINATION DUE TO CESSATION OF FUNDING. COUNTY shall have the right to terminate this Agreement without prior notice to CONTRACTOR in the event that State or Federal funding for this Agreement ceases prior to the ordinary term of the Agreement.

WITHHOLDING OF PAYMENT. ' COUNTY may withhold final payment until year- end reports are received and approved by COUNTY. COUNTY may suspend or terminate payments for noncompliance with the terms of this Agreement, including non-compliance with agreements from prior years.

OVERPAYMENTS. Overpayments as determined by audits shall be payable to COUNTY within thirty (30) days after date of said determination.

SAFETY AND INFECTION CONTROL. CONTRACTOR asserts that it is in compliance with applicable CaVOSHA guidelines for safety and infection control, including blood-borne pathogens, and that there are no enforcement actions, litigation, or other legal or regulatory proceedings in progress or being brought against CONTRACTOR as a result of non-compliance with such guidelines. CONTRACTOR agrees to notify COUNTY immediately should the status of any of the assertions in this paragraph change or come into question.

Page 10 of 11

0230

Exhibit C, 2008-09

32. CULTURAL COMPETENCY. In order to ensure access to services, CONTRACTOR shall provide services in a culturally competent manner. Cultural competency is defined as a congruent set of practice skills, behaviors, attitudes and policies that enable staff to work effectively in cross-cultural situations.

Exhibit C 2008-09 07/23/08

Page I 1 of 11

Exhibit X, 2008-09

COUNTY OF SANTA CRUZ EXHIBIT X - REVISIONS


Paragraph “ ‘I is hereby revised to read as follows: It of Exhibit ‘I

The following insurance coverages are waived if initialed by COUNTY’s representative and also approved by the COUNTY’s Risk Manager:

Initials a. Worker’s Compensation U b. Automobile Liability U C. Comprehensive or Commercial General Liability U d. Professional Liability U


The insurance coverage minimum amounts required in Exhibit C.3A., are hereby reduced to the amount indicated if initialed by the COUNTY’s representative and also approved by the COUNTY’s Risk Manager:

Initials Revised Amount a. Worker’s Compensation U b. Automobile Liability U

d. Professional Liability U c. Comprehensive or Commercial General Liability 1 1



COUNTY waives Financial Reporting requirements of Exhibit C, Paragraph 11A if initialed by COUNTY here:

The provisions set forth below shall supersede and take the place of the paragraph@) they replace. All other provisions of this Agreement shall remain the same. Check and complete the appropriate box (es).

1 I There are no revised paragraphs in this Agreement.

OR

Page 1 of 1 07/23 I O 8

COUNTY OF SANTA CRUZ REQUEST FOR APPROVAL OF AGREEMENT

0232

TO. Board of Supervisors County Administrative Office Auditor Controller


FROM:

BY:

The Board of Supervisors is hereby requested to approve the

Expenditure Agreement H \&e Agreement c] 1-

attached agreement and authorize the e x e c u a o f same.

(DepartmenVAgency)

(NamelAddress)

1. Said agreement is between the Health Services Agency - Public Health

and Sutter Maternity and Surgical Center, 2900 Chanticleer Ave., Santa Cruz, CA 95065

2, The agreement will provide HRSA Emergency Preparedness efforts

3. Period of the agreement is from May ' 3 2009 to August 8,2010

4. Anticipated Cost Is $ 52,500 Fixed 0 Monthly Rate Annual Rate Not to Exceed

Remarks:

5. Detail: On Continuing Agreements List for FY - Page CC- Contract, No: OR H 1st Time Agreement 0 Section II No Board letter required, will be listed under Item 8

Section III Board letter required 0 Section IV Revenue Agreement

6. Appropriations/Revenues are available and are budgeted in 3621 10 User Code H209 (Index) 3665 (Sub object)


have been Contract NO: C T ~ Wr-1 encum bered.

By: Date: A u d i tor&o n t r dl Deputy

Appropriations &available and are not


Health Services Agency Director (DepVAgency Head) to execute on behalf of the

Health Services Agency

Date: C

( De pa rt m e n VAg e nc y )

By: County Administrative Offfie

n

J Distribution: Board of Supervisors - White Auditor Controller - Canary Auditor-Controller - Pink Department - Gold

ADM - 29 (8/01) Title I, Section 300 Proc Man


co JE Amount Lines HlTL Keyed By Date

TC110. $ I Sub object User Code Auditor Description Amount Index

Contract No.

'

The*COUNTY OF SANTA CRUZ through the HEALTH SERVICES AGENCY- PUBLIC HEALTH 1080 Emeline Avenue, P.O. Box 962, Santa Cruz, CA 95061 -0962 Z

3 0 0 Hereinafter called COUNTY and:

0 2 3 3 -

E Name: Sutter Maternity and Surgery Center 0 Address: 2900 Chanticleer Avenue I- o a d I- z 0 0

Santa Cruz, CA 95065

Hereinafter called CONTRACTOR for: Emergency Preparedness Program/Hospital Preparedness Program


WHEREAS pursuant to the provisions of California Government Code, Section 31 000 the BOARD OF SUPERVISORS of COUNTY is authorized to enter into an agreement for such services.

NOW, THEREFORE, the parties here to do mutually agree as set forth in

CHECK BOX IF ATTACHED

El EXHIBIT TITLE

A Scope of Services

Ixl B Budget, Fiscal and Payment Provisions




0 H Business Services Addendum

IXI X Revisions Said exhibits attached hereto are incorporated into this Agreement by this reference.

IN WITNESS THEREOF, COUNTY AND CONTRACTOR have executed this Agreement to be effective: May 1,2009 through August 8,2010

CONTRACTOR COUNTY

cn W

I- < z v)

r-/P.Q//& SP/yiLPJ Surgery Center

0 Suffix: 01

Index: 3621 10 Subobject: 3665 User Code: H209 Amount: 52,500


- 4 cn

a

EXHIBIT A - Scope of Services 0 2 3 4

Contractor: Sutter -Agreement Number: NEW


1. CONTRACTOR agrees to exercise special skill to accomplish the results listed below in accordance with California Department of Public Health’s Hospital Preparedness Program (HPP) Grants outlined below. The Hospital Preparedness Program has been designed to support the COUNTY’S Local Health Department and hospital partners’ emergency preparedness efforts.

PART I: In accordance with the 2006/07 Health Resource and Services Administration Extension for Agreement Number EPO 06-44: Not applicable to this Agreement.

PART II: In accordance with the 2007/08 HPP Extension for Agreement Number EPO 07-44:

CONTRACTOR agrees to render all services and encumber all purchases prior to August 8,2009. CONTRACTOR agrees to submit invoices for reimbursement of expenditures to COUNTY no later than August 31, 2009.

Result 1 : Participate in Monthly HPP Partnership Meetings Identify a representative to participate in monthly Hospital Preparedness Program (HPP) Coalition meetings and participate in monthly HPP Coalition meetings. Coalition meetings shall focus on integrating plans and activities of all participating partners, increasing medical response capabilities in the Operational Area as well as in the mutual aid region and preparing to meet the needs of special populations in the Operational Area.

Results 2-4 outlined below, are Overarching Requirements of the 2008-09 HPP Grant Result 2. Meet the 14 Required National Incident Management System (NIMS)/SEMS

Objectives Complete and submit Attachment 13 to COUNTY by May 1, 2009 outlining current status and again by August 1, 2009 identifying adoption of all NlMS el em en ts.

Result 3. Conduct an Ongoing Education and Preparedness Training Program Provide education and training opportunities to staff who respond to public health emergencies. These activities should include NIMS/SEMS/HICS training, training on emergency response plans, population based care, and other training specific to individual roles during emergencies. Conduct an ongoing education and preparedness-training program.

a. Train hospital staff to hospital emergency preparedness plans, including evacuation chair.

PART 111: In accordance with the 2008/09 Hospital Preparedness Program (HPP) Agreement Number EPO 08-44:

CONTRACTOR agrees to render all services and encumber all purchases prior to August 8,2009. CONTRACTOR agrees to submit invoices for reimbursement of expenditures to COUNTY no later than August 31,2009.

Result 4. Conduct Ongoing Exercises, Prepare After Action Reports and Implement Corrective Action Plans. Exercise and drills funded by HPP funds shall be built on the federal Homeland Security Exercise and Evaluation Program (HSEEP) including development of

AMENDED Exhibit A, Page 1 of 3




After Action Reports (AAR). a.

b.

Participate in all four phases of the 2009 Statewide Medical and Health Disaster Exercise: Pandemic Influenza. At minimum the 2009 Statewide Exercise, should test horizontal and vertical communications, partnership/coalition agreements, resource requesting, and bed avai la bi I i ty tracking . As a component of end-of-year reporting, CONTRACTOR shall submit an AAR for each exercise or event utilizing Attachment 14 developed by California Department of Public Health and California Hospital Association. AARs are due no later than July 31, 2009.

Results 5 -9 are Tier 1 Requirements of the 2008-09 HPP Grant Result 5.

Result 6.

Result 7.

Result 8.

Maintain/Develop Interoperable Communications Systems a. Identify a CAHAN Administrator and back-up to attend CAHAN

administrator training. Participate in CAHAN drills b. Purchase equipment to strengthen interoperable communication systems

that are capable of communicating both horizontally and vertically. Purchases must be supported by a clear explanation of how the current purchase will augment, not duplicate, functions of CAHAN, California’s official public health emergency alerting and notification system, and how it will interoperate under the Project 25 (P25) standards outlined in the SAFECOM website at www.safecomprogram.gov .

I. Procure redundant communications systems including Satellite Phones and HAM Radios.

c. Participate in the Federal Communications Commission’s (FCC) Telecommunications Service Priority Program (TSP). TSP prioritizes facilities for re-establishing physical telecommunications lines affected by disaster.

Participate in Statewide Bed Tracking Drills Participate in Hospital Available Beds (HavBeds) drills utilizing EM Systems. Demonstrate the ability to report available hospital beds within 60 minutes in at least one statewide drilVexercise conducted in 2008-2009.

Complete Medical evacuation/Shelter-in-Place Plans (Priority Project 2) Update medical evacuation plan/procedures as necessary to respond to disaster scenarios that require medical evacuation. These plans should include options to evacuate beyond the boundaries of the facility. Plans shall include shelter in place when evacuation is inappropriate or delayed. Updated Medical Evacuation Plan shall be reviewed and approved by COUNTY before August 1, 2009.

a. Update Medical Evacuation Shelter-in-Place Plan b. Procure evacuation chair & two cabinets to safely store the chairs








a. Update Facility Surge Capacity Plan

Result 9. Complete Facility Fatality Management Plans Ensure facility level fatality management plans are in place and coordinate with County to integrate into County plans for disposition of the deceased. These plans must clearly account for the proper identification, handling and storage of remains by the healthcare facility.

a. Update Facility Fatality Management Plan

PART IV: In accordance with the 2008/09 HPP Extension Agreement Number EPO 08-44:

CONTRACTOR agrees to render all services and encumber all purchases between August 9,2009 and August 8, 201 0. CONTRACTOR agrees to submit invoices for reimbursement of expenditures to COUNTY no later than August 31, 2010.

CONTRACTOR may request extension to spend 2008/09 HPP funds in 2009/10 if extension is available. COUNTY must approve all extension requests.

PART V: In accordance with the 2009/10 Hospital Preparedness Program (HPP) Agreement Number EPO 09-44:




- Contractor: Sutter Agreement Number: NEW


1. COMPENSATION. In consideration for CONTRACTOR accomplishing services and results described in Exhibit A (Scope of Services), COUNTY agrees to pay CONTRACTOR a maximum amount not to exceed $52,500 as outlined below. Total contract amount is based on and limited to the availability of funding through the California Department of Public Health Hospital Preparedness Program Grants outlined below: If funding for this agreement is reduced or eliminated, the amount available for services provided under this agreement will likewise be reduced or eliminated. No COUNTY funds will be used to fund services under this agreement.

PART I: In accordance with 2006/07 Health Resource and Services Administration Extension for Agreement Number EPO 06-44: Not applicable to this Agreement.

PART II: In accordance with 2007/08 HPP Extension for Agreement Number EPO 07-44 payment amounts not to exceed $22,626:

Payment 1 : Payment of $6,050 for participation in monthly HPP partnership meetings and for coordination of integrating emergency response plans. Payment of $1 6,576 for Emergency PreparednesdNI MS training Payment 3:

PART 111: In accordance with 2008/09 Hospital Preparedness Program (HPP) Agreement Number EPO 08-44 payment amounts not to exceed $29,874:

Payment 4.a.: Payment of $7,470 for participation in all four phases of 2009 Statewide Influenza Pandemic Exercise

Payment 5.a.: Payment of $1 , I 10 to attend CAHAN Administrator training. Payment 5.b.: Payment of $4,428 to procure redundant communications equipment. Payment 7a-7b: Payment of $8,616 for updating Medial Evacuation Plan and

purchasing evacuation equipment and storage cabinets. Payment for updating the plan shall be released upon COUNTY’S acceptance and approval of plan. Payment of $4,950 for updating Facility Surge Capacity Plan. Payment shall be released upon COUNTY’S acceptance and approval of plan. Payment of $3,300 for updating Fatality Management Plans. Payment shall be released upon COUNTY’S acceptance and approval of plan.

Payment 8:

Pay men t 9:

PART IV: In accordance with 2008/09 Hospital Preparedness Program (HPP) Extension Agreement Number EPO 08-44:

Upon approval of extension by COUNTY, approved funds may be expended in 2009/10 grant year.

PART V: In accordance with 2009/10 Hospital Preparedness Program (HPP) Agreement Number EPO 09-44:

Upon award of 2009/10 HPP Grant, COUNTY shall amend this Agreement to provide for payment for CONTRACTOR services in accordance with 20009/10 HPP Grant Guidance.


2.

3.

4.

5.


- Contractor: Sutter Agreement Number: NEW



PART I:

PART II:

PART Ill:

PART IV:

PART V:

Not applicable

CONTRACTOR shall submit invoices for services rendered and reimbursement of expenditures to COUNTY on CONTRACTOR’S letterhead prior to August 31, 2009. CONTRACTOR shall submit invoices for services rendered and reimbursement of expenditures to COUNTY on CONTRACTOR’S letterhead prior to August 31, 2009. CONTRACTOR shall submit invoices for services rendered and reimbursement of expenditures to COUNTY on CONTRACTOR’S letterhead prior to August 31, 2010. CONTRACTOR shall submit invoices for services rendered and reimbursement of expenditures to COUNTY on CONTRACTOR’S letterhead prior to August 31, 201 0.

REPORTS. CONTRACTOR shall provide Training and Exercise Report including details of training provided, names of trained staff, and details of exercise participation to COUNTY upon submission of invoices for payments 3 through 5.a.


BUDGET CONTROL. With prior written approval of COUNTY, CONTRACTOR may adjust cost among budget line items or add/delete line items as long as the total amount of the contract is not exceeded.


Exhibit C, 2008-09

*

COUNTY OF SANTA CRUZ

0 2 3 9

EXHIBIT C - STANDARD COUNTY / AGENCY PROVISIONS

1. EARLY TERMINATION. time by giving thirty (30) days written notice to the other party.

Either party hereto may terminate this contract at any


A.

B.

Any and all claims, demands, losses, damages, defense costs, or liability of any kind or nature which COUNTY may sustain or incur or which may be imposed upon it for injury to or death of persons, or damage to property as a result of, arising out of, or in any manner connected with the CONTRACTOR’S performance under the terms of this Agreement, excepting any liability arising out of the sole negligence of the COUNTY. Such indemnification includes any damage to the person(s), or property (ies) of CONTRACTOR and third persons.

Any and all Federal, State and Local taxes, charges, fees, or contributions required to be paid with respect to CONTRACTOR and CONTRACTOR’S officers, employees and agents engaged in the performance of this Agreement (including, without limitation, unemployment insurance, social security and payroll tax withholding).

3. INSURANCE. Unless waived in Exhibit X, Paragraph 1 of this Agreement, or modified in Exhibit X, Paragraph 2 of this Agreement, CONTRACTOR, at its sole ‘

cost and expense, and for the full term of this Agreement (and any extensions thereof), shall obtain and maintain at minimum all of the following insurance coverage(s) and requirements. Such insurance coverage shall be primary coverage as respects COUNTY and any insurance or self-insurance maintained by COUNTY shall be excess of CONTRACTOR’S insurance coverage and shall not contribute to it.


If CONTRACTOR utilizes one or more subcontractors in the performance of this Agreement, CONTRACTOR shall obtain and maintain Independent Contractor’s Insurance as to each subcontractor or otherwise provide evidence of insurance

Page 1 of 1 1

0240 Exhibit C, 2008-09

coverage for each subcontractor equivalent to that required of CONTRACTOR in this Agreement.

A. TYPES OF INSURANCE AND MINIMUM LIMITS 1.

2.

3.

4.

Worker’s Compensation in the minimum statutory required coverage amounts.

Automobile Liability Insurance for each of CONTRACTOR’S vehicles used in the performance of this Agreement, including owned, non-owned (e.g., owned by CONTRACTOR’S employees), leased or hired vehicles, in the minimum amount of $500,000 combined single limit per occurrence for bodily injury and property damage.

Comprehensive or Commercial General Liability Insurance coverage in the minimum amount of $1,000,000 combined single limit, including coverage for: (a) bodily injury, (b) personal injury, (c) broad form property damage, (d) contractual liability, and (e) cross-liability.

Professional Liability Insurance in the minimum amount of $1,000,000.

B. OTHER INSURANCE PROVISIONS I. If any insurance coverage required in this Agreement is provided on a

“Claims Made” rather than “Occurrence” form, CONTRACTOR agrees to maintain the required coverage for a period of three (3) years after the expiration of this Agreement (hereinafter “post agreement coverage”) and any extensions thereof. CONTRACTOR may maintain the required post agreement coverage by renewal or purchase of prior acts or tail coverage. This provision is contingent upon post agreement coverage being both available and reasonable affordable in relation to the coverage provided during the term of this Agreement. For purposes of interpreting this requirement, a cost not exceeding 100% of the last annual policy premium during the term of this Agreement in order to purchase prior acts or tail coverage for post agreement coverage shall be deemed reasonable.

2. All required Automobile and Comprehensive or Commercial General Liability Insurance shall be endorsed to contain the following clause:

“The County of Santa Cruz, its officials, employees, agents and volunteers are added as additional insureds as respects the operations and activities of, or on behalf of, the named insured performed under Agreement with the County of Santa Cruz. ”

3. All required insurance policies shall be endorsed to contain the following clause:

“This insurance shall not be canceled until after thirty (30) days prior written notice has been given to: County of Santa

Page2of11

0 2 4 1 Exhibit C, 2008-09

- Cruz, Health Services Agency, Purchasing/Claims, 7 080 Emeline Avenue, Santa Cruz, CA 95060.”

4. CONTRACTOR agrees to provide its insurance broker(s) with a full copy of these insurance provisions and provide COUNTY on or before the effective date of this Agreement with Certificates of Insurance for all required coverages. All Certificates of Insurance shall be delivered or sent to: County of Santa Cruz, Purchasing/ Claims, 1060 Emeline Avenue, Santa Cruz, CA 95060.


A. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, color, religion, national origin, ancestry, physical, or mental disability, medical condition (cancer related), marital status, sexual orientation, age (over 18), veteran status, gender, pregnancy, or any other non-merit factor unrelated to job duties. Such action shall include, but not be limited to, the following: recruitment; advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training (including apprenticeship), employment, upgrading, demotion, or transfer. The CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notice setting forth the provisions of this non-d iscrim i nat ion clause.


1. The CONTRACTOR shall, in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, national origin, ancestry, physical, or mental disability, medical condition (cancer related), marital status, sexual orientation, age (over 18), veteran status, gender, pregnancy, or any other non-merit factor unrelated to job duties. Such action shall include, but not be limited to, the following: recruitment; advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training (including apprenticeship), employment, upgrading, demotion, or transfer. In addition, the CONTRACTOR shall make a good faith effort to consider MinorityNVomenlDisabled Owned Business Enterprises in CONTRACTOR’S solicitation of goods and services, Definitions for MinorityNVomenlDisabled Business Enterprises are available from the COUNTY General Services Purchasing Division.

Page 3 of 11

0 2 4 2 Exhibit C, 2008-09

- 2. In the event of the CONTRACTOR’S non-compliance with the non-

discrimination clauses of this Agreement or with any of the said rules, regulations, or orders said CONTRACTOR may be declared ineligible for further agreements with the COUNTY.

3. The CONTRACTOR shall cause the foregoing provisions of this Subparagraph 4B. To be inserted in all subcontracts for any work covered under this Agreement by a subcontractor compensated more than $50,000 and employing more than fifteen (15) employees, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials.



SECONDARY FACTORS: (a) The extent of control which, by agreement, COUNTY may exercise over the details of the work is slight rather than substantial; (b) CONTRACTOR is engaged in a distinct occupation or business; (c) In the locality, the work to be done by CONTRACTOR is usually done by a specialist without supervision, rather than under the direction of an employer; (d) The skill required in the particular occupation is substantial rather than slight; (e) The CONTRACTOR rather than the COUNTY supplies the instrumentalities, tools and work place; (9 The length of time for which CONTRACTOR is engaged is of limited duration rather than indefinite; (9) The method of payment of CONTRACTOR is by the job rather than by the time; (h) The work is part of a special or permissive activity, program, or project, rather than part of the regular business of COUNTY; (i) CONTRACTOR and COUNTY believe they are creating an independent contractor relationship rather than an employer-employee relationship; and (j) The COUNTY conducts public business.

It is recognized that it is not necessary that all secondary factors support creation of an independent contractor relationship, but rather that overall there are significant secondary factors, which indicate that CONTRACTOR is an independent contractor.

Page4of11

0 2 4 3

Exhibit C, 2008-09

6.

7.

8.

9.

10.

11.

- By their signatures to this Agreement, each of the undersigned certifies that it is his or her considered judgment that the CONTRACTOR engaged under this Agreement is in fact an independent contractor.









1. For the purposes of this paragraph, “CONTRACTOR’S fiscal year” shall be that period the CONTRACTOR utilizes for its annual budget cycle.

2. The Contract Administrator may agree to extend the deadline for the Financial Statements required by this paragraph.

Page 5 of 11

0 2 4 4 Exhibit C, 2008-09

- 3. In the sole discretion of the COUNTY, the requirements of this

paragraph may be exempted where the Contract Administrator ascertains that such reporting is not essential, and does certify to its inapplicability by initialing in Exhibit X, Paragraph 4.

B. The CONTRACTOR shall make a good faith effort to provide the Contract Administrator with timely notice of any event or circumstance that materially impairs the CONTRACTOR’S financial position or substantially interferes with the CONTRACTOR’S ability to offer the services it has agreed to provide as set forth in this Agreement.

12. DISALLOWANCE AND RESPONSIBILITY FOR AUDIT EXCEPTIONS. CONTRACTOR is responsible for knowledge of, and compliance with, all COUNTY, State and Federal regulations applicable to expenditure of funds under the terms of this Agreement. In the event CONTRACTOR claims and receives payment from COUNTY which is later disallowed based on an audit performed by the COUNTY, the State of California or the United States government, CONTRACTOR shall promptly refund the disallowed amount to COUNTY on request, or at COUNTY’S sole option, COUNTY may offset the amount disallowed from any payment due or to become due to CONTRACTOR under this Agreement. CONTRACTOR also agrees to assume all responsibility for receiving, replying to, and complying with any audit exceptions by the COUNTY, State or Federal audit agency.

13. POLITICAL ACTIVITIES PROHIBITED. None of the funds, provided directly or indirectly, under this Agreement shall be used for any political activities or to further the election or defeat of any candidate for public office or measure before the electoric.

14. LOBBYING. None of the funds provided under this contract shall be used for publicity or propaganda purposes designed to support or defeat any legislation pending before State or Federal legislatures or the Board of Supervisors of the COUNTY to an extent other than allowed under applicable federal tax regulations for tax exempt corporations pursuant to 26 C.F.R. Section 501 (c)(3)-(ib)(3).

15. CONFORMANCE TO REGULATIONS. CONTRACTOR shall perform this Agreement in conformance with applicable Federal, State and local rules and regulations, including applicable facility and professional licensure and/or certification laws. CONTRACTOR shall conform to all provisions of the False Claims Act including but not limited to 31 USC, Chapter 37, s3729-3733, the Federal False Claims Act, Government Code 51 2650-1 2656, the State False Claims Act, and the Santa Cruz County Health Services Agency False Claims Act Compliance Plan.

Page 6 of I 1

0245 Exhibit C, 2008-09

16. CONFORMANCE TO LAW. This Agreement shall be construed and interpreted according to the laws of the State of California, the United States of America and the ordinances of the County of Santa Cruz.

-

17. RESPONSIBILITY FOR INVENTORY ITEMS. A.

B.

Equipment, materials, supplies, or property of any kind purchased from funds advanced or reimbursed under the terms of this Agreement having a useful life of three years or greater and a value in excess of three hundred dollars is defined a inventory item. All such items not fully consumed in the work described herein shall be the property of the COUNTY at the termination of this Agreement unless the COUNTY, at its sole discretion, makes an alternate disposition. CONTRACTOR shall, at the request of COUNTY, submit an inventory of said items purchased under the terms of this Agreement, and for items received on a loan basis from COUNTY; such inventory will not be required more frequently than annually. CONTRACTOR shall provide a final inventory to COUNTY'S Administrator within ten (IO) days of the termination of this Agreement. Final disposition of all inventory items shall be in accordance with written instructions provided by COUNTY.

Inventory items in CONTRACTOR'S possession shall only be used in connection with the program funded under this Agreement, and shall not be loaned to the public at large. CONTRACTOR is strictly liable for repairing or replacing any inventory item which is lost and/or damaged while in its possession. CONTRACTOR is responsible for the proper maintenance of all inventory items. CONTRACTOR will return all inventory items to COUNTY in the same condition that it received them except for damage due to normal wear and tear.

18. NONDISCRIMINATION IN SERVICES. A.

B.

By signing this Contract, Contractor certifies under the laws of the State of California that Contractor and its Subcontractors shall not unlawfully discriminate in the provision of services because of race, color, religion, national origin, ancestry, physical, or mental disability, medical condition (cancer related), marital status, sexual orientation, age (over I 8), veteran status, gender, pregnancy, or any other non-merit factor as provided by state and federal law and in accordance with Title VI of the Civil Rights Act of I964 [42 USC 20OO(d)]; Age Discrimination Act of 1975 (42 USC 6101); Rehabilitation Act of 1973 (29 USC 794); Education Amendments of 1972 (20 USC 1681); Americans with Disabilities Act of 1990 (42 USC 12101); Title 45, CFR, Part 84; provisions of the Fair Employment and Housing Act (Government Code Section I2900 et seq.); and regulations promulgated thereunder (Title 2, CCR, Section 7285.0 et seq.); Title 2, Division 3, Article 9.5 of the Government Code, commencing with Section I I 135; and Chapter 6 of Division 4 of Title 9 of the CCR, commencing with Section 10800.

For the purpose of this Contract, discrimination on the basis of race, color, religion, national origin, ancestry, physical, or mental disability, medical

Page 7 of 11

0 2 4 6

Exhibit C, 2008-09

C.

D.

- condition (cancer related), marital status, sexual orientation, age (over 18), veteran status, gender, pregnancy, or any other non-merit factor includes, but is not limited to, the following: denying an otherwise eligible individual any service or providing a benefit which is different, or is provided in a different manner or at a different time, from that provided to others under this Contract; subjecting any otherwise eligible individual to segregation or separate treatment in any matter related to the receipt of any service; restricting an otherwise eligible individual in any way in the enjoyment of any advantage or privilege enjoyed by others receiving any service or benefit; and/or treating any individual differently from others in determining whether such individual satisfied any admission, enrollment, eligibility, membership, or other requirement or condition which individuals must meet in order to be provided any service or benefit.

Contractor shall, on a cycle of at least every three years, assess, monitor, and document each Subcontractor's compliance with the Rehabilitation Act of 1973 and Americans with Disabilities Act of 1990 to ensure that recipientdbeneficiaries and intended recipientdbeneficiaries of services are provided services without regard to physical or mental disability. Contractor shall also monitor to ensure that beneficiaries and intended beneficiaries of service are provided services without regard to race, color, religion, national origin, ancestry, physical, or mental disability, medical condition (cancer related), marital status, sexual orientation, age (over 18), veteran status, gender, pregnancy, or any other non-merit factor.

Contractor shall include nondiscrimination and compliance provisions in all subcontracts. Contractor shall establish written procedures under which service participants are informed of their rights including their right to file a complaint alleging discrimination or a violation of their civil rights. Participants in programs funded hereunder shall be provided a copy of their rights that shall include the right of appeal and the right to be free from sexual harassment and sexual contact by members of the treatment, recovery, advisory, or consultant staff.

Noncompliance with the requirements of nondiscrimination in services shall constitute grounds for state to withhold payments under this Contract or terminate all, or any type, of funding provided hereunder.

19. CONFIDENTIALITY OF RECORDS. CONTRACTOR agrees that all information and records obtained in the course of providing services to COUNTY in the program shall be subject to confidentiality and disclosure provisions of applicable Federal and State statutes and regulations adopted pursuant thereto. CONTRACTOR agrees that it has a duty and responsibility to make available to the COUNTY Administrator or hidher designated representatives, including the Auditor-Controller of the COUNTY, the contents of records pertaining to COUNTY which are maintained in connection with the performance of CONTRACTOR'S duties and responsibilities under this Agreement, subject to the provisions of the heretofore mentioned Federal and State statutes and

Page 8 of I 1

0 2 4 7 Exhibit C, 2008-09

20.

21.

22.

23.

24.

*

regulations. The COUNTY acknowledges its duties and responsibilities regarding such records under such statutes and regulations.




EVALUATIONIRESEARCH. Evaluation or research involving contact with past or present recipients of services provided under this Agreement shall be permitted with the informed consent of the recipient and only after the CONTRACTOR has determined that the conduct of such evaluation or research will not adversely affect the quality of services provided or individual participation in services. COUNTY reserves the right to prohibit or terminate evaluation or research activities which in its judgment jeopardize the quality of services or individual participation in services provided under this Agreement.

TRAVELING EXPENSES, FOOD AND LODGING. CONTRACTOR'S claim for travel expense for food and lodging must be directly related to this program and shall be at rates not to exceed federal issued per diem rates. No travel outside of the State of California shall be payable unless prior written authorization is obtained from COUNTY'S Administrator.

Page 9 of 11

0 2 4 8 Exhibit C, 2008-09

25.

26.

27.

28.

29.

30.

31.

- CONTRACTOR PERSONNEL STANDARDS. The CONTRACTOR shall determine that all staff providing services under this Agreement shall be qualified to perform the job requirements under this Agreement.

AMENDMENTS. No alteration, amendment, or modification of the terms of this Agreement shall be valid unless executed by written amendment hereto and approved by COUNTY.

NOTICE OF POSSIBLE TERMINATION FOR CAUSE. A. In the event CONTRACTOR fails to perform any of the provisions of this

Agreement or fails to make progress so as to endanger performance of this Agreement in accordance with its terms, and in either of these circumstances does not cure such failure within a period of fourteen (14) days after receipt of notice from COUNTY specifying such failure, COUNTY may by written notice of default terminate the whole or part of this Agreement.

B. In the event of a termination pursuant to Paragraph 27A, all finished or unfinished documents, and other materials, prepared by CONTRACTOR under this Agreement shall become the property of COUNTY. CONTRACTOR shall be entitled to receive reasonable compensation not to exceed actual cost as reported in interim cost reports for any satisfactory work completed on such documents, or other such materials to date of termination, not to exceed amount payable to date of termination under Paragraph 27A reduced by the amount of damages sustained by COUNTY by reason of such breach.

TERMINATION DUE TO CESSATION OF FUNDING. COUNTY shall have the right to terminate this Agreement without prior notice to CONTRACTOR in the event that State or Federal funding for this Agreement ceases prior to the ordinary term of the Agreement.

WITHHOLDING OF PAYMENT. COUNTY may withhold final payment until year- end reports are received and approved by COUNTY. COUNTY may suspend or terminate payments for noncompliance with the terms of this Agreement, including non-compliance with agreements from prior years.

OVERPAYMENTS. Overpayments as determined by audits shall be payable to COUNTY within thirty (30) days after date of said determination.

SAFETY AND INFECTION CONTROL. CONTRACTOR asserts that it is in compliance with applicable CaVOSHA guidelines for safety and infection control, including blood-borne pathogens, and that there are no enforcement actions, litigation, or other legal or regulatory proceedings in progress or being brought against CONTRACTOR as a result of non-compliance with such guidelines. CONTRACTOR agrees to notify COUNTY immediately should the status of any of the assertions in this paragraph change or come into question.

Page 10 of 11

Exhibit C, 2008-09

32. CULTURAL COMPETENCY. In order to ensure access to services, CONTRACTOR shall provide services in a culturally competent manner. Cultural competency is defined as a congruent set of practice skills, behaviors, attitudes and policies that enable staff to work effectively in cross-cultural situations.

Exhibit C 2008-09 07/23/08

Page 11 of 11

Exhibit X, 2008-09

- COUNTY OF SANTA CRUZ

EXHIBIT X - REVISIONS


Paragraph " I' is hereby revised to read as follows: 'I of Exhibit 'I

0250

The following insurance coverages are waived if initialed by COUNTY's representative and also approved by the COUNTY's Risk Manager:

Initials a. Worker's Compensation U b. Automobile Liability U C. Comprehensive or Commercial General Liability U d. Professional Liability U


The insurance coverage minimum amounts required in Exhibit C.3A., are hereby reduced to the amount indicated if initialed by the COUNTY's representative and also approved by the COUNTY's Risk Manager:

Initials Revised Amount a. Worker's Compensation U b. Automobile Liability U

d. Professionat Liability U c. Comprehensive or Commercial General Liability C 1



COUNTY waives Financial Reporting requirements of Exhibit C, Paragraph 11A if initialed by COUNTY here: 9 %

The provisions set forth below shall supersede and take the place of the paragraph@) they replace. All other provisions of this Agreement shall remain the same. Check and complete the appropriate box (es).

--I I I There are no revised paragraphs in this Agreement.

OR

07/23/08 Page 1 of I

santa cruz county board of supervisors index...

Documents