4._24RS0001-All_Exhibits.pdf

California Department of Veterans Affairs Agreement Number: 24RS0001 Exhibit A - Scope of Work TBD

NON-EMERGENCY MEDICAL TRANSPORTATION SERVICES

1. INTRODUCTION/SERVICES

A. Contractor shall provide Non-Emergency Medical Transportation Services to the California Department of Veterans Affairs (CalVet). Contractor shall provide services to the Veterans Home of California- Redding, (Home), located at 3400 Knighton Road, Redding, CA 96002. Contractor shall provide all labor, materials, staff, license, permits and every other item of expense necessary, unless otherwise stated, to provide non-emergency medical transportation services. Services shall be provided upon request of the Home and in compliance with terms of this Agreement.

B. All work shall be coordinated and approved by Contract Manager or designated representative. Services shall be performed as requested 24 hours per day, seven (7) days per week. 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. Contractor must be able to perform the tasks associated with providing services under the scope of their license. Contractor will provide services in accordance with federal and state laws and regulations and CalVet policies and procedures.

D. Contractor is not authorized to deliver or commence performance of services as described in the agreement until written approval has been obtained from CalVet Contract Manager and the Contractor has received an executed contract from CalVet. 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. CONTRACTOR’S RESPONSIBILITIES

A. Services and all requirements as stated below and as required by law shall be provided by the Contractor, at the request of the CMO, Contract Manager, or designee.

B. Contractor must meet the requirements and have the ability to adequately provide services to the Home’s residents twenty-four (24) hours a day including weekends and holidays. Contractor must provide the State with proof of any required training, licenses, permits, insurance, certifications and any other documents required by law including documents for each Provider performing services under this Agreement.

C. The Contractor shall provide the following services which include but are not limited to:

1. Contractor shall provide wheelchair and gurney non-emergency, medical transportation, on an as needed basis, twenty-four (24) hours a day, seven (7) days a week. Transportation services will be provided for residents traveling to and from medical facilities within a 25-mile radius of the Home and may be round-trip or one way as requested by the Contract Manager or designee.

2. Contractor shall provide wheelchair and gurney non-emergency medical transportation on as needed basis 24 hours a day, seven (7) days a week for residents of the Home who are temporarily residing at alternate Skilled Nursing Facilities (SNF). Transportation services will be provided for residents traveling to and from medical facilities within a 25-mile radius of the temporary SNF and may be round-trip or one-way as requested by the Contract Manager or designee. Contractor shall be compensated at an additional charge per mile as specified in Exhibit B-1 of this agreement for residents who are temporarily residing at an alternate SNF when the alternate SNF is in excess of a 25-mile radius of the Home.

3. Contractor shall arrive at the pick-up sight 15 minutes prior to the scheduled pick-up time for all scheduled transports. Contractor shall respond by the most direct route unless weather or traffic conditions dictate otherwise. In the event the Home fails to notify the Contractor within a reasonable time prior to the Contractor’s arrival at the pick-up site, that the resident will not be transported, the

Home shall pay the Contractor a “No Show” fee as described in Exhibit B-1 of this Agreement. The “No-Show” fee applies when the home fails to notify the Contractor at least two (2) hours prior to the pick-up time of the cancelled transport.

4. Contractor shall make every attempt to respond within 30 minutes to the homes request for pick-up for all non-scheduled, same-day, non-emergency transports during regular business hours of 6:00 a.m. through 6:00 p.m. All pick-ups must be completed within 60 minutes of notification for all non-scheduled, same-day, non-emergency transports.

5. Contractor shall respond within two (2) hours to non-scheduled, same-day, non-emergency transports during the hours of 6:01 p.m. through 5:59 a.m.

6. Contractor shall inform the Home immediately at the time of request if Contractor is unable to respond to the Home’s request for transport services.

7. Contractor shall ensure that each driver has an identification badge (ID Badge) which includes the name of the driver, name of the Contractor and photo identification of the driver. The ID badge shall be worn by the driver at all times when providing services and while on the Home grounds.

8. Upon entrance to the home, Contractor shall be under observation on the grounds of the facility.

Upon entering the interior of the facility, Contractor shall check in at the front desk with the Home’s Security Desk (Security) and shall be under Home staff escort at all times while inside of the Home, upon drop-off of the resident, Contractor shall check in with Security to contact nursing staff for an escort for the resident. At no time shall the Contractor be inside the Home without a Home staff escort.

9. Upon the Home’s request, Contractor shall provide oxygen to residents. Oxygen shall only be administered by licensed medical personnel in compliance with a physician’s order. Generally, residents have their own oxygen provided by the Home. Contractor shall only bill for oxygen as an additional charge per accordance with Exhibit B-1.

10. During the current pandemic and annual flu season as advised by the Contract Manager, Contractor shall wear a face mask and other appropriate PPE as required by the Home. The Contractor shall adhere to the Homes requirements of personal protective equipment (PPE) upon entering the interior of the Home. Required PPE will have signage posted at the main lobby and Security will have available the current required PPE. If Contractors driver(s) have documentation of having received an annual flu vaccination, the mask requirement is not applicable. However, other infections or viruses, such as COVID-19, may require the Contractor’s driver(s) to wear the proper PPE even if the driver(s) have been vaccinated against the flu or other viruses. Contractor shall provide to the Contract Manager with all of the drivers’ current flu and if available, the driver(s) COVID-19 vaccination verification.

11. Contractor shall respond to the most common transportation areas, which include, but are not limited to, Shasta Regional Medical Center, Redding Ca, and Mercy Medical Center, Redding, CA both of which are approximately nine (9) miles from the Home.

12. Contractor understands that the one-way trip charge as described in Exhibit B-1 includes a 25 mile radius from the Home.

13. Contractor shall provide reports or service information, as requested by the Contract Manager. The reports shall be submitted in electronic format and sent via electronic mail to the Contract Manager or designated representative. If electronic mail is not available, arrangements will be mutually agreed upon by the Contractor and Contract Manager or designee.

14. Contractor shall provide written documentation of all services, including but not limited to the date and time of service, the residents name, address of the pick-up location, address of the drop-off location, whether transportation included a wheel chair or gurney, whether the Contractor provided Oxygen, and total cost of the trip. Contractor shall note the total miles of the transport between the pick-up and drop off addresses and if the service was a one-way trip or a round trip.

15. Contractor and drivers shall comply with a professional code of conduct representative of industry standards. Contractor and staff shall conduct themselves in a professional and kind manner at all times while transporting residents.

16. Contractor understands this is a multiple award agreement. CalVet shall request and use services in rank order when services are needed. Contractor shall respond to a request for services within the standard two (2) hour response time unless otherwise stated by the Home. CalVet may extend the standard response time at the discretion of the Contract manager or designee dependent upon the urgency of the request for services. CalVet shall include the response time on the request for service.

CalVet may request services from all ranked contractors at the same time, however, CalVet shall accept services from the first ranked Contractor when the first ranked contractor responds within the stated time frame on the request for service. CalVet may accept a response from a lower ranked Contractor after the response time has elapsed if the Home has not received a response from the higher ranked Contractor.

3. FAILURE TO PERFORM

A. Contractor or Contractors staff who fail to perform or who are physically or mentally incapable of performing the duties as required by this Agreement shall not be permitted to perform service. The Contract Manager or designee shall state in writing the reasons the Contractor did not meet the required policies or standards and submit a copy to the Contractor and the Contract file.

B. CalVet shall not pay for any services performed by Contractor which are deemed unacceptable in accordance with the required services contemplated by this Agreement. The contract Manager or designee shall state in writing the reasons the Contractor or Contract staff did not meet the required policies or standards and submit a copy to the Contractor and to the Contract file.

4. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

A. Prior to providing services specified in this Agreement, Contractor shall ensure all licenses permits, insurance and certification requirements are verified and current throughout the term of this Agreement.

All services performed under this agreement shall be performed by qualified drivers in the employ or under the direction of the Contractor.

B. Contractor shall maintain throughout the term of the contract a valid Department of Public Health ambulance service permit, a California Highway Patrol non-transferable emergency ambulance license, and a business license issued by the city or county where the business is being conducted. Contractor shall be in compliance with the laws and regulations of the State of California, California Highway Patrol and Shasta County standards for operations of vehicles and maintenance of emergency care equipment and supplies. All services shall be provided in accordance with the California Health and Safety Code, Division 2.5, commencing with Section 1797.

5. 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 the CalVet or the State including, but not limited to, the following:

1. Premium Pay, Overtime Pay, or Holiday Pay

2. Medical Insurance

3. Vacation or Sick Leave

4. Worker’s Compensation

5. Other employee benefits

6. CONTACT INFORMATION

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

1. CalVet Home Representative/Contract Manager:

TBD

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.

7. AMENDMENT OPTION

If it is determined to be in the best interest of the State, the State may extend the term of the Agreement for an additional 12 months through an amendment signed by both parties. The rates specified in Exhibit B-1, Rate Sheet, shall remain in effect for the term of the Agreement including any extension of the term through a formal amendment.

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 invoices, the State agrees to compensate the Contractor for services rendered in accordance with the rates in Exhibit B-1.

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

Original Invoice Approval Copy

Department of Veterans Affairs CalVet Accounting Office 1227 “O” Street Room 402 Sacramento, CA 95814 APInvoices@calvet.ca.gov

Redding California Veterans Home Attn: Patricia Silva 3400 Knighton Road Redding, CA 96002 Patricia.silva@calvet.ca.gov

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

Submissions of Invoices/Claims

1. All invoices/claims must be completed 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. Contractor shall submit monthly invoices to the CalVet Contract Manager for approval and processing. 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 Payee Data Record (STD.204)

b) Contractor’s Company address, phone number and e-mail

c) Date of invoice/claim

Exhibit B - Budget Detail and Payment Provisions TBD

d) Invoice/claim number

e) CalVet location where services were performed

f) Contract/Agreement Number

g) Date(s) of Service

h) Total dollar amount being billed

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

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

k) When applicable, Contractors shall include the following information on the invoice/claim submitted for hourly reimbursement:

1. Hourly Rate

2. Time in and time out

3. Total hours worked

4. Any other information or documentation reasonably required to verify and substantiate the provision of services and the charges for such services.

3. CONTRACTOR OVERPAYMENTS

1. If the State determines that an overpayment has been made to the Contractor, the State will seek recovery immediately upon discovery of the overpayment by: (a) calling the Contractor’s accounting office to request a refund of the overpayment amount, or (b) offsetting subsequent Contractor payments by the amount of the overpayment if Contractor repayment or credit is not received within thirty (30) days from the date of notice.

2. If Contractor discovers it has received an overpayment, Contractor must notify the State and refund the overpayment immediately.

Exhibit B 1 – Rate Sheet TBD

NON-EMERGENCY MEDICAL TRANSPORTATION SERVICES

The Contractor must be able to provide services to the Home indicated below and subcontractors may be used to comply with this requirement. If Subcontractors are used, Subcontractor information must be submitted on the Bidder’s Declaration. If additional Subcontractors are added during the term of the contract, an updated Bidder’s Declaration must be submitted.

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

Description of Service Price Per One Way Trip

Pick-up charge for wheelchair or individual Monday through Friday, 6 AM to 6 PM. Includes Mileage.

Pick-up charge for gurney Monday through Friday, 6 AM to 6 PM. Includes Mileage.

Late cancellation or no-show fee

Monday through Friday, 6 AM to 6 PM

Late cancellation or no-show fee

After hours and weekends

Description of Service Cost Per One Way Trip

OXYGEN SURCHARGE

Per one-way trip

MILEAGE RATE SURCHARGE

In excess of 25-mile radius

AFTER HOURS SURCHARGE

Monday through Friday from 6:01 PM to 5:59 AM

WEEKEND SURCHARGE

Saturday and Sunday, all Hours

Exhibit D – Special Terms and Conditions

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.

15. Executive Order N-6-22 – Russia Sanctions

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions.

Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.

16. LEGAL CONTRACTS (applies only to Legal Services Contracts)

In accordance with (Public Contract Code Section (10353.5) The Contractor shall:

A. Agree to adhere to legal cost and billing guidelines designated by the State.

B. Adhere to litigation plans designated by the state agency.

C. Adhere to case phasing of activities designated by the state agency.

D. Submit and adhere to legal budgets as designated by the state agency.

E. Maintain legal malpractice insurance in an amount not less than the amount designated by the state agency.

F. Submit to legal bill audits and law firm audits if requested by the state agency. The audits may be conducted by employees and designees of the state agency or by any legal cost control providers retained by the state agency for purpose.

G. Submit to a legal cost and utilization review, as determined by the state agency.

Exhibit E – HIPAA Business Associate Agreement TBD

1. Recitals – STANDARD RISK

A. This Contract (Agreement) has been determined to constitute a business associate relationship under the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing privacy and security regulations at 45 CFR Parts 160 and 164 (“the HIPAA regulations”).

B. The California Department of Veterans Affairs (CalVet) wishes to disclose to Business Associate (BA) certain information pursuant to the terms of this Agreement, some of which may constitute Protected Health Information (“PHI”) and confidential information protected by Federal and/or state laws.

C. “Business Associate” or “BA” shall generally have the same meaning as the term “business associate” at

45 CFR §160.103, and in reference to the party to this agreement, shall mean the Contractor. A “business associate” also is a subcontractor that creates, receives, maintains, or transmits protected health information on behalf of another business associate.

D. “Protected Health Information” or “PHI” means any information, whether oral or recorded in any form or medium that relates to the past, present, or future physical or mental condition of an individual, the provision of health and dental care to an individual, or the past, present, or future payment for the provision of health and dental care to an individual; and that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual. PHI shall have the meaning given to such term under HIPAA and HIPAA regulations, as the same may be amended from time to time. “Confidential Information” means information protected by Federal and/or state laws identified in this Agreement.

E. “Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of PHI, or confidential data that is essential to the ongoing operation of the Business Associate’s organization and intended for internal use; or interference with system operations in an information system.

F. As set forth in this Agreement, the Contractor, herein after, is the Business Associate of CalVet that provides services, arranges, performs or assists in the performance of functions or activities on behalf of CalVet and creates, receives, maintains, transmits, uses or discloses PHI.

G. CalVet and Business Associate desire to protect the privacy and provide for the security of PHI created, received, maintained, transmitted, used or disclosed pursuant to this Agreement, in compliance with HIPAA and HIPAA regulations and other applicable laws.

H. The purpose of the Agreement is to satisfy certain standards and requirements of HIPAA and the HIPAA regulations.

I. The terms used in this Agreement, but not otherwise defined, shall have the same meanings as those terms in the HIPAA regulations.

In exchanging information pursuant to this Addendum, the parties agree as follows:

2. Permitted Uses and Disclosures of PHI by Business Associate

A. Permitted Uses and Disclosures. Except as otherwise indicated in this Agreement, Business Associate may use or disclose PHI only to perform functions, activities or services specified in this Agreement, for, or on behalf of CalVet, provided that such use or disclosure would not violate the HIPAA regulations, if done by CalVet.

B. Specific Use and Disclosure Provisions. Except as otherwise indicated in this Agreement, Business

Associate may:

1) Use and disclose for management and administration. Use and disclose PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate, provided that disclosures are required by law, or the Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and will be used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware that the confidentiality of the information has been breached.

2) Provision of Data Aggregation Services. Use PHI to provide data aggregation services to CalVet.

Data aggregation means the combining of PHI created or received by the Business Associate on behalf of CalVet with PHI received by the Business Associate in its capacity as the Business Associate of another covered entity, to permit data analyses that relate to the health care operations of CalVet.

3. Responsibilities of Business Associate

Business Associate agrees:

A. Nondisclosure. Not to use or disclose Protected Health Information (PHI) other than as permitted or required by this Agreement or as required by law.

B. Safeguards. To implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the PHI, including electronic PHI, that it creates, receives, maintains, uses or transmits on behalf of CalVet; and to prevent use or disclosure of PHI other than as provided for by this Agreement. Business Associate shall develop and maintain a written information privacy and security program that includes administrative, technical and physical safeguards appropriate to the size and complexity of the Business Associate’s operations and the nature and scope of its activities, and which incorporates the requirements of Section C, Security, below.

Business Associate will provide CalVet with its current and updated policies.

C. Security. To take any and all steps necessary to ensure the continuous security of all computerized data systems containing PHI, and provide data security procedures for the use of CalVet at the end of the contract period. These steps shall include, at a minimum:

1) Complying with all of the data system security precautions listed in this Agreement or in an Exhibit incorporated into this Agreement; and

2) Complying with the safeguard provisions in the Department’s Information Security Policy, embodied in the Security and Risk Management Policy in the Information Technology Section of the State Administrative Manual (SAM), §4840 et seq., in so far as the security standards in these manuals apply to Business Associate’s operations. In case of a conflict between any of the security standards contained in any of these enumerated sources of security standards, the most stringent shall apply.

The most stringent means, safeguards which provide the highest level of protection to PHI from unauthorized disclosure. Further, Business Associate must comply with changes to these security standards that occur after the effective date of this Agreement.

Business Associate shall designate a Security Officer to oversee its data security program who shall be responsible for carrying out the requirements of this section and for communicating on security matters with CalVet.

D. Mitigation of Harmful Effects. To mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate or its subcontractors in violation of the requirements of this Agreement.

E. Business Associate’s Agents. To ensure that any agents, including subcontractors, to whom Business

Associate provides PHI received from or created or received by Business Associate on behalf of CalVet, agree to the same restrictions and conditions that apply to Business Associate with respect to such PHI, including implementation of reasonable and appropriate administrative, physical, and technical safeguards to protect such PHI; and to incorporate, when applicable, the relevant provisions of this Agreement into each subcontract with agents or subcontractors.

F. Availability of Information to CalVet and Individuals. To provide access as CalVet may require, and in the time and manner designated by CalVet (upon reasonable notice and during Business Associate’s normal business hours) to PHI in a Designated Record Set, to CalVet (or, as directed by CalVet), to an Individual, in accordance with 45 CFR §164.524. Designated Record Set means the group of records maintained for CalVet that includes medical, dental and billing records about individuals; enrollment, payment, claims adjudication, and case or medical management systems maintained for CalVet health plans; or those records used to make decisions about individuals on behalf of CalVet. Business Associate shall use the forms and processes developed by CalVet for this purpose and shall respond to requests for access to records transmitted by CalVet within fifteen (15) calendar days of receipt of the request by producing the records or verifying that there are none.

G. Amendment of PHI. To make any amendment(s) to PHI that CalVet directs or agrees to pursuant to 45

CFR §164.526, in the time and manner designated by CalVet.

H. Internal Practices. To make Business Associate’s internal practices, books and records relating to the use and disclosure of PHI received from CalVet, or created or received by Business Associate on behalf of CalVet, available to CalVet or to the Secretary of the U.S. Department of Health and Human Services in a time and manner designated by CalVet or by the Secretary, for purposes of determining CalVet’s compliance with the HIPAA regulations.

I. Documentation of Disclosures. To document and make available to CalVet or (at the direction of

CalVet to an Individual such disclosures of PHI, and information related to such disclosures, necessary to respond to a proper request by the subject Individual for an accounting of disclosures of PHI, in accordance with 45 CFR §164.528.

J. Notification of Patient Confidential Communications. Notify CalVet (within 2 days of request) of any patient (or patient’s representative) preferences (or changes to) regarding method of or how to communicate with the patient.

K. Notification of Breach. During the term of this Agreement:

1) Discovery of Breach. To notify CalVet immediately by telephone call plus email or fax upon the discovery of breach of security of PHI in computerized form if the PHI was, or is reasonably believed to have been, acquired by an unauthorized person, or within 24 hours by email or fax of any suspected security incident, intrusion or unauthorized use or disclosure of PHI in violation of this Agreement, or potential loss of confidential data affecting this Agreement. Notification shall be provided to the CalVet contract manager, the CalVet Privacy Officer and the CalVet Information Security Officer. If the incident occurs after business hours or on a weekend or holiday and involves electronic PHI, notification shall be provided by calling the CalVet ISD Help Desk at (916) 653-2521.

Business Associate shall take:

i. Prompt corrective action to mitigate any risks or damages involved with the breach and to protect the operating environment and

ii. Any action pertaining to such unauthorized disclosure required by applicable Federal and State laws and regulations.

2) Investigation of Breach.