23WS0055_-_Exhibits_A-E.pdf

California Department of Veterans Affairs Agreement Number: 23WS0055 Exhibit A - Scope of Work TBD

PHLEBOTOMY AND LABORATORY SERVICES

1. INTRODUCTION

A. The Contractor shall provide Clinical Phlebotomy and Laboratory Services, as specified, to the California

Department of Veterans Affairs, (CalVet) Contractor shall provide services at the Veterans Home - West Los Angeles located at 11500 Nimitz Ave., Los Angeles, CA 90049. The Contractor shall provide all labor, materials, staff, transportation, license, permits, and every other item of expense necessary, unless otherwise stated, to provide services. Services shall be provided at the Home upon request and under the direction of the Contract Manager or designee. For purposes of this Agreement, the State designee must be a civil service employee.

B. All work shall be coordinated and approved by the Contract Manager or designated representative. The

Contractor shall provide services to the Home as needed seven (7) days a week, twenty-four (24) hours a day. Any and all services performed outside the scope of this Agreement or not approved by the Contract Manager, or designated representative, will be at the sole risk and expense of the Contractor.

C. Provider must be able to perform the tasks associated with providing services under the scope of their license. The Contractor agrees that all Providers will be required to render health services as stated below and as required by law on an as-needed basis. Providers will perform services in accordance with federal and state laws and regulations and CalVet policies and procedures and shall at all times comply with universal safety precautions and maintain CalVet security measures and a safe work environment.

D. The Contractor agrees that, unless otherwise stated, all expenses associated with travel to and from the

Veterans Home, lodging, and all training expenses for Providers shall be borne by the Contractor or the Provider, and will not be reimbursed separately by CalVet. Any and all services performed outside the scope of this Agreement will be at the sole risk and expense of the Contractor.

E. The Contractor is not authorized to deliver or commence the performance of services as described in the

Agreement until written approval has been obtained from CalVet Contract Manager or Designee, and the Contractor has received a copy of an executed contract from CalVet. For purposes of this Agreement, the State designee must be a civil service employee. Any delivery or performance of service commenced prior to the Contractor obtaining all written approvals shall be considered voluntary on the part of the Contractor.

2. MINIMUM QUALIFICATIONS

A. Resident health care is of paramount importance. Accuracy in communications is critical to ensure timely, correct care is provided. Therefore, any Provider(s) providing services through this Agreement must be able to communicate effectively with CalVet.

B. Any Provider who fails to meet the qualifications shall not be permitted to perform service. The Contract

Manager shall state in writing the reason(s) the Provider does not meet qualifications. After notification of failure to meet qualifications has been provided, CalVet shall not pay the Contractor for additional services identified as not meeting the qualifications.

C. The Contractor must have Providers to adequately provide services to the Home who meet the requirements specified in this Agreement.

3. CONTRACTOR’S RESPONSIBILITIES

A. ROUTINE PHLEBOTOMY AND LABORATORY SERVICES FOR RESIDENTS

The Home is a 396-bed Skilled Nursing Facility with a small clinic. The Contractor shall provide on-site phlebotomy and laboratory services for clinical laboratory diagnostic services per physician orders for residents of the Home Monday through Friday between 5:00 AM (before breakfast) and 5:00 PM, excluding State holidays. Services shall be provided at the Home's Clinic or at the bedside.

1. The Contractor shall collect, pick up, and deliver all specimens collected at the Home to the contractor’s duly authorized laboratory the same morning to ensure specimens remain viable. The Contractor must notify the License Vocational Nurse {LVN) or Registered Nurse (RN) on the unit if unable to collect specimens at any given time. The Contractor shall communicate results for morning phlebotomy specimens on the same day and before 2:00 PM.

2. Non-blood specimens collected by the Home's nursing staff shall be done prior to routine phlebotomy hours as defined above and shall be picked up by the phlebotomist the same day throughout respective locations at the Home with results to be available within twenty-four (24) hours or sooner. All routine tests ordered after the routine phlebotomy business hours will be performed the next business day. Results shall be communicated to the Home immediately upon availability.

3. The Contractor shall not determine whether any resident or any laboratory test for a particular resident is a covered service by an applicable third-party payer. Therefore, the Contractor shall not be held financially responsible for tests that a third-party payer may determine medically unnecessary, not a covered service, or unauthorized by the third-party payer Reports.

4. Laboratory services are provided for, but not limited to, the following test requests:

a. Basic Metabolic

b. Comp Metabolic

c. Lipid Panel

d. CBC w/Diff

e. Ferritin

f. Folate

g. Hemoglobin

h. Iron, Total

i. Iron (TIBC)

j. PSA, Total

k. PT/INR

l. Influenza

m. TSH 3rd Gen

n. UA w/Microscopy

o. Vitamin B-12

p. Vitamin D, 25-0H

q. Urine’s Culture

r. Venipuncture

s. Quantiferon TB Gold

t. STAT Charge

5. The Contractor shall furnish all supplies required to collect samples that the Contractor is collecting firsthand.

6. When samples are Quantity Not Sufficient (QNS) or are lost; the Contractor shall phone to notify the Home as soon as it is discovered.

7. The Contractor shall immediately telephone and/or fax directly to the Home all results that fall into

"Panic Values" as defined by the Contractor.

8. The Contractor shall perform repeat determinations at no charge on the same or second specimen when results appear to be inconsistent with clinical evaluation of patients.

9. The Contractor shall provide patient and Antiprogram reports via Email and Fax or a printable equivalent on their HIPAA-compliant website each day, and a workload analysis report each month and annually. Electronic protected health information (ePHI) must be encrypted (preferably password-protected PDF) when leaving a trusted internal environment and must meet HIPAA Security Rule (HSR) referenced in 45 CFR Part 160 and Subparts A and C of Part 164. Please reference NIST Special Publication 800-14, Generally Accepted Principles and Practices for Securing Information Technology Systems, and NIST Special Publication 800-33. The Contractor that provides this information agrees to implement reasonable and appropriate security measures to protect the information.

10. Web-based interface/portal would be ideal for any access to documents. CalVet must ensure information access management, access control, security awareness training, security incident procedures, and devices and media controls. The web portal must be IAW California Government Code §11135(d}. California Government Code §11135(d) requires that all electronic and information technology developed or purchased by the State of California Government is accessible to people with disabilities.

B. HOME STAFF LABORATORY SERVICES

Employee labs shall be completed for the Hepatitis Vaccine Titers and any other vaccine titers as needed.

Employee labs will be called in twenty-four (24) hours in advance and scheduled during business hours between 08:00 AM - 05:00 PM.

C. REPORTS

1. The Contractor shall provide laboratory results and administrative services including quality assurance, facilitation of timely reports, and equipment oversight.

2. Routine consultation notes will be communicated by fax to the ordering unit of the Home within twenty-four (24) hours.

3. All critical findings and the doctor’s report shall be sent by phone or fax to the Contract Manager, or designee within one (1) hour to ensure the resident receives the appropriate quality of care.

Additionally, as soon as a critical value is noted, the contractor shall call the Home’s ordering unit and notify a Nurse or Physician. All tests ordered by the Specialist shall have the Primary Care Provider at the Home as a recipient of the test results.

D. STAT SERVICES FOR RESIDENTS

1. STAT orders require results within four (4) hours. The Contractor shall honor STAT orders when requested by the provider order. Emergency response time for arrival for STAT services at the Home shall be within two (2) hours of the initial contact of the Contractor by the Home. A STAT draw call with lab processing is defined as a call requiring the phlebotomist to arrive to perform a draw, and results are provided to the Home within two (2) hours. Results must be communicated to an LVN or an RN of the Home's ordering Unit where the Lab result originated.

2. STAT non-blood test orders require arrival for specimen pick up within two (2) hours and results communicated to the Home immediately upon availability.

3. STAT fee may be charged once per patient per visit.

E. The Contractor shall meet every other month with the Contract Manager or designee via phone conference or in person to discuss performance and current issues that need any follow-up.

F. The Contractor shall obtain from the Home staff the policies and procedures regarding the identification of the Skilled Nursing Facility-covered stays and identification time frames. The Home shall provide the Contractor with information on the test requisitions that identify patients as SNF residents under Medicare

Part A covered stays to enable the Contractor to bill in compliance with applicable laws and regulations.

G. The Contractor shall ensure resident medical record information is identified and maintained as "CONFIDENTIAL', and shall be held in trust and confidence, and shall be used only for the purposes contemplated under this contract.

H. The Contractor shall maintain for each resident who has received medical services under this Contract a legible detailed medical record consistent with good medical and professional practice(s). Medical records shall permit effective internal professional review and external medical audit processes facilitating an adequate follow-up treatment and all supporting documentation required by Federal and State Medicare and Medi-Cal laws, regulations, rules, and policies. Medical records shall be maintained in accordance with Title 22, CCR, Sections 53284 and 53861, and reflect all aspects of patient care, including ancillary services.

I. The Contractor shall, at no additional cost, provide access to the solution via an internet browser for data input and retrieval of all results. The hosted solution shall comply with HIPAA Privacy and Security Rules.

When the solution requires any Add-on and/or Plug-in to be installed on the user's computer, the contractor shall notify CalVet at least seven (7) days in advance.

J. The Contractor shall provide CalVet users login activity upon request within seven (7) days.

K. The Contractor shall provide training for Home staff on the use of the solution.

L. The Contractor shall provide at least three (3) user names and passwords and the user password can be reset by the user at any time.

CalVet reserves the right to request the Contractor provide reports or information as needed. The reports shall be submitted in electronic format and sent via electronic mail as requested by CalVet. If electronic mail is not available, arrangements will be mutually agreed upon by the Contractor and CalVet Contract Manager or designee.

4. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

Prior to providing services as outlined in this Agreement, the Contractor shall ensure that each Provider possesses and maintains throughout the term of this Agreement, all licenses, permits, and certification requirements noted in Exhibit A–1, Service Specifications.

A. The Contractor must be licensed to conduct business in California.

B. The Contractor shall ensure all licenses, permits, and certification requirements are verified and current throughout the term of this Agreement.

C. Licenses will include, but are not limited to: Clinical Laboratory Improvement Amendments (CUA)

Certification, and the Phlebotomy Technician Certification (CPT) for the phlebotomists. Survey reports shall be available for review. Prior to providing services specified in this Agreement, the Contractor or Contractor's Provider shall possess and maintain throughout the term of this Agreement, all licenses, permits, and certification requirements. The Contractor must provide the State with proof of any required training, licenses, permits, certifications, and any other required documents as stated below and as required by law, for each of the Providers 'providing services under this Agreement. The Contractor shall abide by all the applicable rules and regulations as depicted by the Department of Health and Human Services.

D. The Contractor shall maintain or subcontract with a laboratory licensed by the California Department of

Health Services. The Contractor, including Subcontractors, responsible for discharging the Contractor's duties and obligations, under this Contract, shall hereby attest that all licenses, registrations, and/or certifications are and will remain current throughout the term of this Contract.

E. Contractor shall further attest that no restrictions or probationary actions have been levied against its practice as licensed under the laws of the State of· California. The Contractor shall routinely monitor and report to the Clinical Administrator or designee the status of its medical and professional staff's licenses, certifications, and/or registrations to ensure that they are current and that said personnel are in compliance with Medicare, Medi-Cal, and/or State of California licensing and/or registration restrictors.

F. The Contract Manager or designee shall approve in advance all required Providers assigned to the

Agreement. If any Provider of the Contractor is unable to perform due to illness, resignation, or factors beyond the Contractor's control, the Contractor shall immediately submit the qualifications of the proposed substitute Provider to the Home for approval. The Home shall be notified of any additions or corrections to the Contractor's list of prospective Providers at least five (5) working days before the Provider's start date.

G. If, during the course of this Agreement, any of the licenses and/or requirements are found to be inactive or not in compliance, the Home may withhold payment for services rendered during the expiration period and/or immediately terminate this Agreement.

H. The Contractor shall assume responsibility for verifying, through the appropriate licensing boards, that no current or unresolved adverse actions have. been taken by the State licensing authorities against any Provider(s) assigned to the Home, and that all licenses are active and void of misconduct. The Home may, at Its discretion, verify the current status of the Provider(s) assigned.

I. The Contractor shall maintain or subcontract with a laboratory licensed by the California Department of

Health Care Services.

5. BUILDING SECURITY

The Contractor shall ensure each Provider has an identification badge which includes the name of the Provider, the Name of the Contractor (if different), and a photo identification. The badge shall be worn above the waist by the Provider at all times while at the Home. Providers shall sign in and out at the main lobby, as required upon entering the Home. The Contractor/Provider shall follow all requirements indicated by the Home for visitor sign-in/out procedures, authorized parking lots, security, and reporting. Providers shall wear the Home-issued visitor I.D. badge.

6. CREDENTIAL VERIFICATION

A. For services provided at a Home, the Contractor has to comply with the following credentialing requirements:

1. If the Contractor and/or Provider enter into an Agreement for medical services at the Home, the

Contractor and/or Provider shall comply with all CalVet Home credentialing standards, requirements, policies, and procedures. The Contractor shall provide necessary information for the successful credentialing not less than thirty (30) days prior to the scheduled date of service unless otherwise agreed upon by CalVet. Services cannot start until the credential process and approval is completed by the Home.

2. The Contractor and/or Provider are required to coordinate with the Contract Manager or designee, to submit documentation for credentialing.

3. The Contract Manager or designated representative will notify the Provider once credential verification has been completed to arrange for an effective date for the Contractor or Provider to render services at the Home.

4. Contractors providing temporary/relief registry services are responsible to gather and submit the completed Credential Verification Packet to the Contract Manager or designee at the Home where services are to be provided.

7. CANCELLATION

A. The Contractor shall give advanced notice to the Contract Manager, or designee, prior to cancellation of scheduled clinics/services, if for reasons other than illness, as follows:

1. For scheduled clinics: one (1) week written notice

2. For all other scheduled services: at least twenty-four (24) hour notice

B. CalVet may cancel or change assignments by telephone, before a Contractor’s and/or Provider’s scheduled reporting time.

8. INDEPENDENT CONTRACTOR STATUS

A. The Contractor/Providers shall be considered “Independent Contractors” in relation to CalVet and the State. Therefore, the Contractor/Providers shall not be considered employee(s) of the Home and shall not be entitled to any employee benefits from CalVet or the State including, but not limited to, the following:

Note: “Overtime Pay” must be removed from this list if overtime is being paid in this agreement.

1. Premium Pay, Overtime Pay, or Holiday Pay,

2. Medical Insurance,

3. Vacation or Sick Leave,

4. Worker’s Compensation, or

5. Other employee benefits.

Note: If payment of overtime is allowed in the contract both of the items below should be removed. If overtime is not allowed, one of the following items must be selected based on Home’s determination.

Overtime is any time in excess of 8 hours.

Note: It is the Contractor’s responsibility to rotate providers if necessary to avoid overtime hours, OR It is the Contractor’s responsibility to ensure compliance with all Federal, State, and local regulations regarding wage and hour laws and the provision of overtime for shifts in excess of eight (8) hours.

9. ORIENTATION/TRAINING

A. The Contractor agrees that prior to reporting for work at the Home, all Providers shall complete any required orientation and training to become familiar with the operations of the Home, its medical facilities, Title 22 of the California Code of Regulations, Title 42 of the Code of Federal Regulations, and any other laws or bylaws that may apply to the Home.

B. To maintain continuity of services and ensure safety for all workers, the Contractor shall make available to the Home only those Providers who have completed the required orientation and training.

10. HEALTH CLEARANCE

A. The Contractor shall comply with the Home’s infection control policies and procedures. Initial and annual health clearance to include tuberculosis (TB) screening and Hepatitis B vaccine series offer (initial only) is required by the Home policy of all state employees, contract employees, and volunteers in order to meet state facility licensure requirements.

B. Initial TB screening may include, but not be limited to, 2-step TST/PPD testing and/or X-ray, and TB questionnaire. Annual TB screening may include, but not be limited to, 1-step TST/PPD testing and/or X-ray, and TB questionnaire. The health clearance process must be completed prior to initiation of services or employee assignment, and within the required timeframe stipulated by the Home for the annual requirement.

C. Pre-employment/pre-assignment and annual health screening performed for the Contractor or

Contractor’s employee will be at the Contractor’s expense. As part of compliance with OSHA Regulation 1910.1030–Bloodborne Pathogens, the Home will extend the Hepatitis B vaccine series offer to the requesting Contractor staff. The Home reserves the right to charge a per-individual charge consistent with community rates for health screening and vaccination services performed at the Home. Such charge(s) will be deducted from the Contractor’s invoice.

D. Requests to utilize the Contractor’s own health care provider for employment health clearance to include, but not limited to TB Testing and/or X-ray, and Hepatitis B vaccination series offer, shall be made directly to the Contract Manager, or Designee. When utilizing the Contractor’s own healthcare provider. The Contractor shall submit medical reports/documentation to the Home’s Ambulatory Care Clinic indicating the individual is cleared to perform their duties and is free of communicable disease. The medical documentation must be submitted prior to initiation of services or employee assignment, and within the required timeframe stipulated by the Home for the annual requirement.

E. Failure to comply with the Home’s infection control policies shall result in immediate Provider suspension, contract suspension, or termination. Any suspension will remain in effect until a medical clearance is provided to the Home’s Infection Control Specialist or Chief Medical Officer.

F. During times of pandemic (such as COVID-19) or other instances of widespread viral or bacterial infections, additional precautionary infection control steps may be implemented and required by the Home. These may include but are not limited to wearing CalVet-approved masks and/or face shields, extra or special cleanings, social distancing, partitions, adjusted hours, and obtaining additional clearance certifications that may be required by local, state, or federal health authorities.

11. BACKGROUND CLEARANCE

A. Background clearance involving fingerprinting is required by the Home policy of contract employees and volunteers prior to assignment to the Home in order to meet state facility licensure requirements. Live-scan is the only acceptable form of fingerprinting for the Home. The Contractor shall be solely responsible for the cost of Live-Scan Services.

B. The Home’s Personnel Office must receive the Live-Scan results prior to approving the assignment to the Home.

12. CONTACT INFORMATION

A. The project representatives during the term of this Agreement will be:

1. CalVet Representative/Contract Manager:

Veterans Home of California - West Los Angeles

TBD

11500 Nimitz Avenue Los Angeles, CA 90049 Phone:

Fax:

Email

2. Contractor Representative:

TBD

B. Contract Representatives, addresses, and phone/fax numbers may be changed by issuing a 20-day prior written notification and shall not require a formal amendment to this Agreement. The notifying party shall provide complete contact information for the replacement Contract Representative including, name, title, mailing address, phone/fax numbers, and email address. All other changes require a formal written amendment to this Agreement.

Exhibit B - Budget Detail and Payment Provisions TBD

1. STANDARD BUDGET DETAIL AND PAYMENT PROVISIONS

A. Invoicing and Payment

1. For services satisfactorily rendered, and upon receipt and approval of the itemized invoices, the State agrees to compensate the Contractor for services rendered in accordance with Medicare and Medi- Cal reimbursement fee schedules and any additional terms or conditions specified herein.

2. Invoices shall include the Agreement Number and shall be submitted not more frequently than monthly in arrears to:

Original Invoice Approval Copy California Department of Veterans Affairs CalVet Accounting Office 1227 “O” Street Room 402 Sacramento, CA 95814

Veteran’s Home of California – West Los Angeles Attn:

11500 Nimitz Ave.

Los Angeles, CA 90049

B. Budget Contingency Clause

1. it is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further form and effect. In this event, the State shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement.

2. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer an Agreement amendment to Contractor to reflect the reduced amount.

C. Prompt Payment Clause

Payment will be made in accordance with, and within the time specified in, Government Code, Chapter 4.5, commencing with Section 927.

2. SPECIAL BUDGET DETAIL AND PAYMENT PROVISIONS

A. Submissions of Invoices/Claims

1. All invoices/claims must be completed accurately, thoroughly, and legibly, with all applicable fields completed. Invoices/claims that are submitted to the appropriate location but have been altered, or are inaccurate, or do not provide all necessary information will not be accepted and will be returned to the Contractor for correction.

2. Any changes to this provision relating to the invoice/claim submittal process, including but not limited to an address, form, or process change, shall be an administrative change managed through the appropriate designated CalVet office and shall not require a contract amendment.

3. Invoices/claims submitted shall include the following information in order to be considered complete and acceptable for processing, or the invoice/claim will be returned:

a) Contractor’s Company name exactly as it appears on the STD 204

b) Company address, phone number and e-mail

c) Contractor Federal Employer Identification Number

d) Agreement Number

e) First and Last name of Contractor or Provider performing services, if applicable

f) Contractor’s or Provider’s Classification, whichever is applicable

Exhibit B - Budget Detail and Payment Provisions TBD

g) Contractor’s or Provider’s National (Medicare/Medi-Cal) Provider Identifier Number

h) Date of invoice/claim

i) Invoice/claim number

j) CalVet Home where services were performed

k) Resident’s name, date of birth, and social security number (as the unique identifier)

l) Date(s) of Service

m) Type(s) of Service – itemize each service provided and rate of reimbursement

n) Copy of the prior authorization referral form, including the prior authorization number, signed by Home CMO or his/her designated representative, if applicable

o) Medicare and Medi-Cal Remittance Advice, or documentation confirming the resident is not eligible, if applicable

p) Explanation of Benefits, if applicable

q) Denial documentation by the USDVA, if applicable

r) Private insurance payment information, if applicable

s) Total dollar amount being billed

B. USDVA, Medicare, Medi-Cal, Private Insurance and Various Billing Information

The Contractor shall verify the CalVet Resident’s USDVA, private insurance, Medicare, and/or Medi-Cal eligibility. The Contractor shall bill for health care services rendered to residents in accordance with the Medicare and/or Medi-Cal reimbursement fee schedules and, if applicable, shall be responsible for obtaining required Medicare and Medi-Cal authorization. Contractor or Contractor’s contract/referral providers shall use their own National Provider Identification Number to bill USDVA, private insurance, Medicare, and Medi-Cal prior to billing CalVet.

Contractor shall bill CalVet for the resident’s USDVA, private insurance, Medicare, or Medi-Cal health care services deductible, co-payment, or share-of-cost. Contractor shall collect and assemble Contractor’s contract/referral provider invoices and forward to CalVet. Each invoice must provide the information specified in this Agreement.

Contractor shall accept and treat residents who do not have medical insurance or have exhausted their Medicare/Medi-Cal benefits in accordance with Medicare/Medi-Cal healthcare standards and reimbursement fee schedules.

CalVet shall make every effort to inform the Contractor when a resident is eligible for treatment of a service-connected illness. Contractor shall request treatment authorization from USDVA within seventy-two (72) hours of resident’s admission. If treatment authorization is granted by USDVA, Contractor shall bill USDVA prior to billing Medicare, Medi-Cal, or CalVet.

Contractor shall submit bills on the appropriate claim form adopted by Health Care Financing Administration for Contractor billing. Medicare, Medi-Cal or insurance denials due to improper claim information shall be the responsibility of the Contractor.

Invoices shall never be submitted to the resident(s) of the Home under any circumstances when a referral has been received from the Home. Contractor shall not, under any circumstances, including the Home’s non-payment, insolvency, breach or termination of this contract, seek compensation from, have any recourse against, or impose any additional charges on any resident(s). Contractor shall look only to the State for payment. If the State receives notice the Contractor has billed or collected monies from a Home resident(s), the Contractor shall refund that amount to the Veterans Home resident(s).

Contractor or Contractor’s Providers, Agents, Trustees, or Assignees, shall not maintain any action at law against a Home resident to collect funds owed by the Home.

Exhibit B-1, Rate Sheet TBD

RATE SHEET

The Contractor must be able to provide the services listed below. Subcontractors may be used to comply with this requirement. Subcontractor Agreements may be used to comply with this requirement. Subcontractor(s) information must be identified on Bidder Declaration (GSPD-05-105). If additional Subcontractors are added during the term of the Agreement, an updated GSPD-05-105 must be submitted.

The rates listed below are in effect for the term of the Agreement, including any extension of the term through an amendment.

Primary Services Unit Cost Basic Metabolic

Comp Metabolic Lipid Panel CBC w/Diff Ferritin Folate Hemoglobin Iron, Total Iron (TIBC) PSA, Total

PT/INR

Influenza TSH 3rd Gen UA w/Microscopy Vitamin B-12 Vitamin D, 25-0H Urine’s Culture Venipuncture Quantiferon TB Gold STAT Charge

Exhibit D – Special Terms and Conditions TBD

1. EXCISE TAX

The State of California is exempt from Federal Excise Taxes, and no payment will be made for any taxes levied on employees' wages. The State will pay for any applicable State of California or local sales or use taxes on the services rendered or equipment or parts supplied pursuant to this Contract. California may pay any applicable sales or use tax imposed by another state.

2. STATUTORY AND REGULATORY PROVISIONS

A. This Contract shall be governed and construed in accordance with all applicable statutory and regulatory provisions including, but not limited to:

1) Title XVIII of the Federal Social Security Act

2) Title XIX of the Federal Social Security Act

3) Chapters 7 and 8 (commencing with Section 14000), Part 3, Division 9, Welfare and Institutions Code

4) Division 3, Title 22, California Code of Regulations (CCR)

5) Health and Safety Code Section 1340 et seq.

6) All applicable Federal provisions which regulate the administration of health care programs and budget revisions, as contained in the Code of Federal Regulations (CFR), Title 42, and Title 45, Part 74, Title 42 United States Code, Sections 1395 et seq. and 1396 et seq.

7) Sub-chapter 13 (commencing with Section 6800), Chapter 4, Part 1, Title 17, CCR; and

8) All other applicable laws and regulations.

B. Any provision of this Contract in conflict with the applicable laws and regulations is hereby amended to conform to the provisions of those laws and regulations. Such amendment of the Contract shall be effective on the effective date of the statutes or regulations necessitating it, and shall be binding on the parties even though the amendment may not have been reduced to writing and formally agreed upon and executed by the parties. If, due to amendment in laws of regulations, Contractor is unable or unwilling to comply with the provisions of the amendment(s), State or Contractor may terminate this Contract in accordance with the Termination provision of this Contract.

3. EXAMINATION AND AUDIT

A. Contractor shall allow the State and its related entities, the Comptroller General of the United States, Department of Justice (DOJ), and the Bureau of Medi-Cal Fraud, or their duly authorized representatives, to inspect or otherwise evaluate the quality, appropriateness, and timeliness of services performed under this Contract, and to inspect, evaluate, and audit any and all books, records, and facilities maintained by the Contractor and Subcontractors pertaining to services under this Contract at any time during normal business hours.

B. Contractor shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under this Contract in accordance with Government Code, Section 85467.7. The examination and audit shall be confined to those matters directly connected with the performance of the contract, including, but not limited to, the costs of administering the Contract.

C. Books and records include, but are not limited to, all physical records originated or prepared pursuant to the performance under this Contract, including working papers, reports, financial records, and books of account, Medical Records, prescriptions files, Subcontracts, and any other documentation pertaining to medical and non-medical services for residents of the Home. Upon request, at any time during the term of this Contract, the Contractor shall furnish any record or copy.

4. RESOLUTION OF DISPUTES

A. The Contractor may dispute and appeal a decision or action by the State arising out of the Interpretation or administration of this Contract. A written dispute notice shall be submitted to the Contract Manager within thirty (30) calendar days from the date the Contractor receives notice of the decision or action in dispute.

The Contractor’s dispute notice shall state the following, based on the most accurate information available to the Contractor:

1) That it is a dispute pursuant to this Section.

2) The date, nature, and circumstances of the conduct, which is the subject of dispute.

3) The names, telephone numbers, function, and activity of each contractor, subcontractor, State official, or employee involved in or knowledgeable about the conduct.

4) The identification of any documents and the substance of any oral communications involved in the conduct. Copies of all identified documents shall be attached.

5) The reason why the Contractor is disputing the conduct.

6) The cost impact to the Contractor directly attributable to the alleged conduct, if any.

7) The Contractor’s desired remedy.

B. The State and the Contractor agree to try to resolve all contractual issues by negotiation and mutual agreement at the Contract Manager level. The parties recognize that the implementation of this policy depends on open-mindedness, and the need for both sides to present adequate supporting information on matters in question. The Contract Manager, in a written decision stating the factual basis for the decision, will decide any disputes concerning performance of this Contract. Before issuance of the Contract Manager’s decision, informal discussions between the parties by the individuals who have not participated substantially in the matter in dispute will be considered by the parties in efforts to reach mutual agreement.

C. The Contract Manager will render a decision or request additional substantiating documentation from the

Contractor within thirty (30) days of receipt of the Contractor’s appeal. A copy of the decision will be provided to the Contractor. The decision shall be final and conclusive unless, within thirty (30) days from the date of the decision, the Contractor files a written appeal addressed to the Undersecretary, California Department of Veterans Affairs.

D. The Undersecretary’s decision shall be final and conclusive unless the decision is arbitrary, capricious, grossly erroneous or if any determination of fact is unsupported by substantiating evidence. The Undersecretary’s decision will be in writing and may encompass facts, interpretations of the Contract, and determination or application of law. The Contractor may, prior to the Undersecretary’s decision, present oral or documentary evidence, and arguments in support of the Contractor’s appeal. The decision will either:

1) Find in favor of the Contractor, in which case the Undersecretary may:

a) Countermand the earlier conduct which caused the Contractor to file a dispute; or

b) Reaffirm the conduct and, if there is a cost impact sufficient to constitute a change in obligations pursuant to the payment provisions, direct the State to comply with that Section.

2) Deny the Contractor’s dispute and, where necessary, direct the manner of future performance; or

3) Request additional substantiating documentation in the event the information in the Contractor’s dispute or appeal is inadequate to permit a decision to be made under paragraphs (1) or (2) above, advise the Contractor as to what additional information is required, and establish how that information will be furnished. The Contractor shall have thirty (30) days to respond to the Undersecretary’s request for further information. Upon receipt of this additional requested information, the

Undersecretary will have thirty (30) days to respond with a decision. Failure to supply additional information required by the Undersecretary within the time period specified above shall constitute waiver by the Contractor of all claims.

E. Attorney’s fees and costs for any dispute or subsequent trial shall be borne by the respective parties.

Both parties waive trial by jury, and any trial in superior or municipal court shall be by a judge alone. Any litigation arising out of this Contract shall be conducted in a California Court pursuant to California law.

F. Contractor shall continue with the responsibilities under this Contract during any dispute.

5. AGENCY LIABILITY (Applies only to Federally Funded Contracts)

The Contractor warrants by execution of this Contract, that no person or selling agency has been employed or retained to solicit or secure this Contract upon Contract or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the State shall, in addition to other remedies provided by law, have the right to annul this Contract without liability, paying only for the value of the work actually performed, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

6. POTENTIAL SUBCONTRACTORS

For all Agreements, with the exception of Interagency Agreements and other governmental entities/auxiliaries exempt from bidding, nothing contained in this Contract or otherwise shall create any contractual relation between the State and any subcontractors, and no subcontract shall relieve the Contractor of Contractor’s responsibilities and obligations hereunder. The Contractor agrees to be as fully responsible to the State for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of them, as it is for the acts and omissions of persons directly employed by the Contractor.

The Contractor's obligation to pay its subcontractors is an independent obligation from the State’s obligation to make payments to the Contractor. As a result, the State shall have no obligation to pay or enforce the payment of any moneys to any subcontractor.

7. INSURANCE REQUIREMENTS

A. Upon contract award, contractor must furnish to the State an original certificate(s) of insurance stating that the contractor has the following types of coverage, if applicable:

1) Commercial General Liability: Combined Single Limit (CSL) for no less than $1,000,000 per occurrence for bodily injury and property damage. The policy must include coverage for liabilities arising out of premises, operations, independent contractors, products/completed operations, personal & advertising injury, and liability assumed under an insured contract. This insurance shall apply separately to each insured against whom claim is made or suit is brought subject to the contractor’s limit of liability.

2) Professional Liability: (Applies to any contract in which the work is of a professional nature such as, but not limited to, physicians, architects, engineers, accountants, or consultants) Covering any damages caused by an error, omission, or any negligent acts. Limits of not less than $1,000,000 per occurrence and $3,000,000 aggregate.

3) Automobile Liability (Applies to any contract in which the contractor will likely use a vehicle to complete the project or drive a vehicle onto State property): Limits of not less than $1,000,000 per accident. Such insurance shall cover liability arising out of an automobile including owned, hired, and non-owned autos.

a) MCS90 endorsement on the Automobile policy (required whenever contractor will be transporting Hazardous materials i.e. Pest Control and Waste contracts.)

4) Pollution Liability/Environmental Impairment Liability (Applies only to Pollution Contracts – i.e. Pest Control and Waste Contracts): In addition, the certificate evidencing general liability must include evidence of one of the following if applicable to the service:

a) Pesticide/Herbicide Endorsement, OR

b) An endorsement deleting the general liability pollution exclusion, OR

c) A separate environmental/pollution liability policy with limits not less than $1,000,000 covering bodily injury and property damage from pollution and related clean-up costs incurred arising out of the work or services to be performed under this contract.

5) Workers’ Compensation (Mandatory for all Contractors who have at least one employee): Contractor shall maintain workers’ compensation and employer’s liability coverage for all its employees who will be engaged in the performance of the contract, including special coverage extensions where applicable. Contractor shall furnish a certificate for Workers’ Compensation issued by an insurance carrier licensed to write Workers’ Compensation insurance in the State of California, including the name of the carrier and the date of expiration of insurance, or a Certificate of Consent to Self-Insure issued by the Department of Industrial Relations.

6) Fidelity Bond/Crime Insurance: (Applies only to contracts handling State money or securities – i.e.

Armored Car Service Contracts) Contractor shall maintain Employee Dishonesty and, when applicable, Inside/Outside Money & Securities coverages for state-owned property in the care, custody and control of the Contractor. Coverage limits shall not be less than the amount scheduled in the contract. The policy shall include as Contractor. Coverage limits shall not be less than the amount scheduled in the contract. The policy shall include as loss payee the California Department of Veterans Affairs

7) The certificate(s) of insurance shall be on an ACORD form, or equivalent, and must show

“occurrence” coverage. The certificates of insurance must also contain all of the following provisions:

a) Name and address of the insurance company, policy number, and beginning and ending dates of the policy.

b) Statement that the insurer will not cancel the insured’s coverage without 30 days prior written notice to the State.

c) Statement that the State of California, its officers, agents, employees, and servants are included as additional insured on the policy, but only insofar as the operations under this contract.

8) Contractor agrees that any insurance herein provided shall be in full force and effect at all times during the term of the contract. In the event said insurance coverage expires at any time during the term of this contract, Contractor agrees to provide, at least ten (10) days prior to said expiration date, a new certificate of insurance evidencing insurance coverage as provided for herein for not less than the remainder of the term of the contract, or for a period of not less than one (1) year. In the event contractor fails to keep in effect at all times insurance coverage herein provided, State may, in addition to any other remedies it may have, terminate the contract upon the occurrence of such event, subject to the provisions of the contract.

9) Contractor shall notify the State within five (5) days if any insurance coverage identified in the contract is altered in any way.

8. RIGHT TO TERMINATE

A. The State reserves the right to terminate this Contract subject to thirty (30) days written notice to the Contractor. Contractor may submit a written request to terminate this Contract only if the State should substantially fail to perform its responsibilities as provided herein. However, the Contract can be immediately terminated for cause. The term “for cause” shall mean that the Contractor fails to meet the terms, conditions, and/or responsibilities of the contract. In this instance, the contract termination shall be effective as of the date indicated on the State’s notification to the Contractor.

B. This Contract may be suspended or cancelled without notice, at the option of the Contractor, if the

Contractor or State’s premises or equipment are destroyed by fire or other catastrophe, or so substantially damaged that it is impractical to continue service, or in the event the Contractor is unable to render service as a result of any action by any governmental authority.

9. FORCE MAJEURE

Neither party shall be liable to the other for any delay in or failure of performance, nor shall any such delay in or failure of, performance constitute default, if such delay or failure is caused by “Force Majeure.” As used in this section, “Force Majeure” is defined as follows: Acts of war and acts of god such as earthquakes, floods, and other natural disasters such that performance is impossible.

10. EVALUATION OF CONTRACTOR

Performance of the Contractor under this Agreement will be evaluated. The evaluation shall be prepared on Contract/Contractor Evaluation Sheet (STD 4), and maintained in the Agreement file. For consultant agreements, a copy of the evaluation will be sent to the Department of General Services, Office of Legal Services, if it is negative and over $5,000.

11. SB/DVBE PARTICIPATION

In accordance with requirements set forth by the State, the CalVet shall enforce all laws, rules, and regulations pertaining to this program. It is the Contractors responsibility to provide CalVet with all required documents as outlined in this agreement. The CalVet reserves the right to contact each SB and DVBE identified by the Contractor to verify compliance. Failure to meet SB/DVBE requirements under Exhibit B, and Exhibit C (GTC 04/2017), paragraphs 19.a and 19.b. may deem the Contractor to be non-responsible and rejected from future bid and contract opportunities with the CalVet.

12. LICENSES AND PERMITS

The Contractor shall be an individual or firm licensed to do business in California and shall obtain at his/her expense all license(s) and permit(s) required by law for accomplishing any work required in connection with this contract.

If you are a Contractor located within the State of California, a business license from the city/county in which you are headquartered is necessary; however, if you are a corporation, a copy of your incorporation documents/letter from the Secretary of State’s Office can be submitted. If you are a Contractor outside the State of California, you will need to submit to the California Department of Veterans Affairs a copy of your business license or incorporation papers for your respective State showing that your company is in good standing in that state.

In the event any license(s) and/or permit(s) expire at any time during the term of this contract, Contractor agrees to provide agency a copy of the renewed license(s) and/or permit(s) within 30 days following the expiration date. In the event the Contractor fails to keep in effect at all times all required license(s) and permit(s), the State may, in addition to any other remedies it may have, terminate this contract upon occurrence of such event.

13. CONSULTANT – STAFF EXPENSES

The Contractor represents that it has or shall secure at its own expense, all staff required to perform the services described in this Agreement. Such personnel shall not be employees of or have any contractual relationship with any governmental entity.

14. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) STANDARDS FOR

PRIVACY OF INDIVIDUALLY IDENTIFIABLE HEALTH INFORMATION

For the purpose of this contract, contractor shall comply with the federal Health Insurance Portability and Accountability Act (HIPAA), as well as State and Federal requirements for privacy protection. The definitions and obligations required by the HIPAA Standards for Privacy of Individually Identified Health Information (U.S.C. 1320d et seq.), and implementing regulations including but not limited to 45 Code of Federal Regulations parts 142, 160, 162, and 164, hereinafter referred to as the Privacy Rule, remain enforce and applicable for access to protected health information, including electronic protected health information.

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