5-Exhibit B- IEHP Standard Contract Terms Rev.pdf

Exhibit B – IEHP Standard Contract Terms Rev_09.24.2024

EXHIBIT B

10801 6th Street Rancho Cucamonga, CA 91730

IEHP Standard Required Contract Terms

NOTE: BIDDERS ARE RESPONSIBLE TO READ ALL INFORMATION THAT

IS STATED IN THIS DOCUMENT

TABLE OF CONTENTS

A. IEHP’S STANDARD, REQUIRED CONTRACT TERMS

1. Nondiscrimination

2. Conflict Of Interest

3. Public Entity Status; Brown Act/Public Records Act

4. Compliance With Legal and Regulatory Requirements

5. Exclusion/Debarment Lists

6. Governing Law; Venue

B. ATTACHMENTS

Attachment A: Acknowledgment of Non-Negotiable Contract Terms

The following are IEHP’s standard, required contract terms. Notwithstanding the foregoing, IEHP reserves the right to negotiate a contract in its best interest, and may waive any contract terms, in its sole and absolute discretion.

1. NONDISCRIMINATION

This Agreement hereby incorporates by reference the provisions of Title 2, CCR, §§ 11105 et seq., as may be amended from time to time. CONTRACTOR agrees to comply with the provisions of Title 2, CCR, §§ 11105 et seq., and further agrees to include this Nondiscrimination Clause in any and all subcontracts to perform services under this Agreement.

2. CONFLICT OF INTEREST

CONTRACTOR shall have no interest, and shall not acquire any interest, direct or indirect, which will conflict in any manner or degree with the performance of services required under this Agreement.

3. PUBLIC ENTITY STATUS; BROWN ACT/PUBLIC RECORDS ACT

The parties hereby acknowledge and agree that IEHP is a local public entity of the State of California subject to the Brown Act, California Government Code §§ 54950 et seq., and the Public Records Act, California Government Code §§ 7920 et seq.

4. COMPLIANCE WITH LEGAL AND REGULATORY REQUIREMENTS

A. General. The parties shall observe and comply with all applicable county, state and federal laws, ordinances, rules and regulations now in effect, subsequently amended or hereafter enacted. The parties shall further observe and comply with all applicable executive orders, directives, requirements (including state and/or federal contract requirements), and standards by any organization having jurisdiction over IEHP to regulate the delivery of health care services. This shall include applicable accrediting organizations. All the aforementioned items are hereby made a part hereof and incorporated herein by reference.

B. Plan Licensing/State Requirements. CONTRACTOR understands that IEHP is a Medi-Cal Managed Care Health Plan and subject to the requirements under applicable laws (including but not limited to the Knox-Keene Health Care Service Plan Act and the Waxman-Duffy Prepaid Health Plan Act), contractual obligations set forth under the contract between IEHP and the California Department of Health Care Services (“DHCS”), and regulations promulgated by the California Department of Managed Health Care (“DMHC”) and DHCS.

CONTRACTOR understands that specified requirements of the DHCS and DMHC may apply to CONTRACTOR as a Contractor of IEHP.

5. EXCLUSION/DEBARMENT LISTS

A. CONTRACTOR represents that it, and the employees and consultants engaged under this Agreement, are not excluded, debarred, or suspended individuals/entities under any exclusion or debarment list relating to state or federal health care programs, including the Federal List of Excluded Individuals/Entities, System for Award Management, and the Suspended and Ineligible Provider List. CONTRACTOR warrants that such status shall be maintained throughout the term of this Agreement.

B. CONTRACTOR understands that appearing on any such list requires IEHP to terminate this Agreement immediately, and prohibits IEHP from paying CONTRACTOR for any services rendered on or after the date of exclusion.

Should CONTRACTOR be in receipt of payment for services rendered after the exclusion date, CONTRACTOR agrees to submit a refund of such fees upon written notice by IEHP. IEHP expressly reserves its right to recoup payment of such fees under Section 3 (DISALLOWANCE).

C. On March 4, 2022, California 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 all California state agencies and departments 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. All contractors and grantees are obligated to comply with the Economic Sanctions. Accordingly, should the State of California (the State) or IEHP 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.

CONTRACTOR shall be provided with advance written notice of such termination, allowing CONTRACTOR at least thirty (30) calendar days to provide a written response. Termination shall be at the sole discretion of the State or IEHP.

6. GOVERNING LAW; VENUE

A. The provisions of this Agreement shall be construed in accordance with the laws of the State of California, excluding its conflicts of law provisions.

B. The provisions of the Government Claims Act (California Government Code §§ 900 et seq.) must be followed for any disputes under this Agreement.

C. All actions and proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the state or federal (if permitted by law) courts located in the counties of San Bernardino or Riverside, State of California.

ATTACHMENTS

Attachment A: Acknowledgement of Non-Negotiable Contract Terms

ACKNOWLEDGMENT OF NON-NEGOTIABLE CONTRACT TERMS

TO BE EXECUTED BY BIDDER AND SUBMITTED WITH QUOTATION/PROPOSAL

The undersigned declares:

I, , as the authorized signatory, hereby acknowledge and understand the following:

1. Non-Negotiable Standard Terms and Conditions: All standard contract terms and conditions provided by Inland Empire Health Plan in RFP Exhibit B (IEHP Standard Contract Terms) are non-negotiable and must be accepted as is.

2. Clarifications, Exceptions, or Deviations: For any other terms of IEHP’s standard contract, if exceptions, deviations, or comments are not provided at the time of bid submission per Paragraph 1 (Clarifications, Exceptions, or Deviations) of the Bidder Acknowledgement Section of the RFP document, it is understood that these terms will not be subject to negotiation upon award of any contract.

By signing below, I confirm that I have the authority to bind the company to the terms and conditions stated above. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on:

[date], at [city], [state]

Signature Date