9._Exhibit_D_-_STCAP.pdf

Bid Number: SD23-00080

California Department of Corrections and Rehabilitation (CDCR)/ Exhibit D

California Correctional Health Care Services (CCHCS)

Special Terms and Conditions & Additional Provisions

Rev. 10/25/2023 Page 1 of 38

Portable Diagnostic Sleep Testing Services

SPECIAL TERMS AND CONDITIONS & ADDITIONAL PROVISIONS

1. General Nature of Agreement/Limitation as to Contractor’s Providers/Contractor’s Responsibility for Its Providers and All Claims by or on Behalf of Contractor’s Providers

This Agreement is between only those expressly identified and signing as parties hereto, i.e., Contractor and CDCR/CCHCS. No person or entity not expressly named and signing as a party to this Agreement is intended to be a party and shall not be accepted or treated as a party. No employee of Contractor, or provider proposed or provided by Contractor under this Agreement, whether or not said providers are approved, accepted and used by CDCR/CCHCS, is thereby made a party to this Agreement or acquires any contractual rights of any type regarding CDCR/CCHCS.

Contractor is an independent contractor who is solely and fully responsible for the manner in which it and its providers perform/provide services under this Agreement. Any terms in this Agreement or arising related to this Agreement, and indicating or referring to work direction from CDCR/CCHCS, are intended and shall be construed as providing for direction only as to policy and work results, and not as to the method or means by which work results are obtained. CDCR/CCHCS does not retain the right to control the method or means by which Contractor or its providers perform work under this Agreement. Nothing in this Agreement is intended or shall be construed as creating an employment or agency relationship between CDCR/CCHCS and Contractor, or between CDCR/CCHCS and any providers associated with Contractor.

Contractor and any of its providers, as proposed or provided to CDCR/CCHCS by Contractor for purposes of this Agreement, and whether or not any of the same are allowed to provide services to CDCR/CCHCS, shall not thereby be considered civil service employees, or CDCR/CCHCS/State of California employees, of any type or for any purpose, including with respect to any wage schedule or benefit plan available to civil service employees generally or to employees of CDCR/CCHCS or the State.

This Agreement does not control or limit the nature of the relationship between Contractor and any providers associated with it. CDCR/CCHCS defers to Contractor as to the nature, details, and type of relationship between Contractor and any providers associated with it, including any health care service provider, whether or not proposed by Contractor and approved/accepted by CDCR/CCHCS pursuant to this Agreement. This Agreement does not control or limit whether a relationship between Contractor and any of its providers is intended to be, or should be considered to be, as an employee, subcontractor, independent contractor, agent, partner, health care service provider, or any other possibility. Whatever that relationship may be, it is not one by which the providers can either acquire any rights of Contractor in relation to CDCR/CCHCS, or otherwise acquire any rights on their own in relation to CDCR/CCHCS.

Whatever the relationship between Contractor and its providers, Contractor agrees that any subcontract used by it to provide services to CDCR/CCHCS will include provision(s) requiring compliance with the applicable terms and conditions specified in this Agreement. Any related actions or claims initiated or filed by, or on behalf of, Contractor or its providers, such as but not limited to any action or claim for or related to unemployment benefits, tax withholdings, lost wages or revenues, workers’ compensation, injuries, or illness, are entirely the responsibility of Contractor. To any extent that such an action or claim, by or on behalf of, or otherwise with respect to any providers associated with Contractor, results in any monetary assessment, either as awarded or per agreement, and however characterized, including but not limited to wages, compensation, or financial damages of any type; any withholding amount, or fine or other administrative assessment, settlement of any type, or attorney’s fees; whether or not involving any local, state, or federal law or local, state, or federal government entity, Contractor agrees to pay all such costs that are assessed, awarded, agreed or incurred in any manner, including that Contractor will have primary responsibility for paying such costs, and also agrees to promptly reimburse CDCR/CCHCS or the State for any such costs paid by any of those entities.

CDCR/CCHCS Agreement Number: SD23-00080

Special Terms and Conditions & Additional Provisions Exhibit D

Rev. 10/25/2023 Page 2 of 38

Whatever the relationship between Contractor and its providers, any compensation or other amounts possibly due from Contractor to its providers, arising from or related to services rendered to CDCR/CCHCS pursuant to this Agreement, and any duty to withhold appropriate taxes, shall be the sole responsibility of Contractor. Contractor’s obligation to pay its providers under this Agreement is independent from any amount due to Contractor under this Agreement. Accordingly, CDCR/CCHCS and/or the State has no obligation to make any payments directly to Contractor’s providers that Contractor may have provided, and has no obligation to ensure that Contractor makes any payments due from Contractor.

Any dispute, claim, grievance, or any purported cause of action of any type (collectively: any dispute), initiated formally or informally, by or on behalf of, or in any way regarding any one or more of Contractor’s former, current, or would-be providers, whether solely against Contractor or also against or involving CDCR/CCHCS or the State in any way, and related to this Agreement in any way, shall be the sole responsibility of Contractor to handle and resolve, without involving CDCR/CCHCS or the State. This includes but is not limited to any dispute about wages, work schedules, work conditions, travel or training, workers’ compensation, unemployment insurance, or any expense, or attorney’s fees, injuries or benefits of any kind. No employee or provider of Contractor proposed or provided by Contractor shall have any rights or remedies against CDCR/CCHCS or the State related to or arising from this Agreement. No such employee or provider associated with Contractor is eligible to use the dispute resolution process provided in this Agreement, for any dispute against anyone, as that process is limited to claims/disputes by Contractor against

CDCR/CCHCS.

Any effort to state, file, or press any action or claim against CDCR/CCHCS or the State, by or on behalf of such providers associated with Contractor, shall be the sole responsibility of Contractor. Consistent with the overall indemnification clause, Contractor agrees to indemnify, defend, and hold harmless the State, CDCR/CCHCS, and CDCR/CCHCS’ officers, employees and agents, against any and all losses, liabilities, settlements, claims, demands, damages, or deficiencies (including interest) and expenses of any kind (including but not limited to attorneys’ fees) arising from or related to this Agreement, initiated by or on behalf of anyone, including Contractor and its providers, and any person or entity associated with Contractor acting pursuant to this Agreement. Regarding defense of any such action or claim, CDCR/CCHCS shall have the option of choosing its defense counsel, with all costs incurred in the course of such defense to be paid by Contractor, including any negotiated or court ordered award/fine/settlement. CDCR/CCHCS will promptly notify Contractor of any action or claim by or on behalf of any of Contractor’s providers.

2. Dispute Resolution Process (Supersedes provision number 6, Disputes, of Exhibit C)

As a condition precedent to Contractor’s right to institute and pursue litigation or other legally available dispute resolution processes, if any, Contractor agrees that all disputes and/or claims of Contractor arising under or related to the Agreement shall be resolved pursuant to the following process. This process is only available for disputes and/or claims by Contractor against CDCR/CCHCS, and is not available for any disputes or claims by or on behalf of its providers.

Contractor’s failure to comply with said dispute resolution procedures shall constitute a failure to exhaust administrative remedies.

Pending the final resolution of any such contract disputes, including network start-up cost(s)/service fee(s), or claim issues, Contractor agrees to proceed with the performance of the Agreement, including the delivering of goods or providing of services. Contractor’s failure to diligently proceed shall constitute a material breach of the Agreement.

The Agreement shall be interpreted, administered, and enforced according to the laws of the state of California. The parties agree that any suit brought hereunder shall have venue in Sacramento, California.

The parties are hereby waiving any claim or defense that such venue is not convenient or proper.

Special Terms and Conditions & Additional Provisions Exhibit D

Rev. 10/25/2023 Page 3 of 38

a. Contract Disputes

(1) Verbal Inquiry

Contractor and the program or institution contract liaison or designee for which the goods are being delivered or the services are being performed, shall first attempt in good faith to resolve the dispute or claim by informal discussion(s). The parties agree that CCHCS Direct Care Contracts Section (DCCS) shall be used as a resource in resolving potential contract disputes. Contractor shall contact the DCCS Help Desk at: (916) 691- 0698 with any questions or clarifications regarding contracts or dispute process. The outcome of the Verbal Inquiry shall be documented in writing (i.e., via email, fax, or letter) by the program, institution contract liaison or designee, or DCCS and sent to all affected parties.

(2) Informal Appeal

If the dispute or claim is not resolved to Contractor’s satisfaction at the Verbal Inquiry level, Contractor may file a written Informal Appeal to the DCCS Chief within thirty (30) calendar days following the date of the determination from the Verbal Inquiry. The written Informal Appeal shall specify: the issue(s) of dispute, legal authority or other basis for Contractor’s position, supporting evidence including documentation of prior informal discussions between Contractor and CCHCS regarding the issue, and remedy sought, with the DCCS Chief at the following address:

California Correctional Health Care Services Direct Care Contracts Section Attn: Informal Appeal, DCCS Chief PO Box 588500, Building D Elk Grove, CA 95758

The DCCS Chief or designee shall issue a written decision in response to Contractor’s Informal Appeal within fifteen (15) calendar days of receipt of the Informal Appeal. The written decision shall either:

(a) Document the dispute settlement and what, if any, conditions were reached; or

(b) Document the reason(s) the dispute could not be resolved informally and provide notification to Contractor of its option to file a Formal Appeal within thirty (30) calendar days of the date of the written decision.

(3) Formal Appeal – Administrative Resolution

If the dispute or claim is still not resolved to Contractor’s satisfaction at the Informal Appeal level, Contractor may file a written Formal Appeal, within thirty (30) calendar days following the date of the determination from the Informal Appeal, with the CCHCS Business Services Deputy Director at the following address:

California Correctional Health Care Services Business Services Attn: Formal Appeal, Deputy Director PO Box 588500, Building D Elk Grove, CA 95758

The Formal Appeal for Administrative Resolution shall include a written certification signed by a knowledgeable company official under the penalty of perjury according to the laws of the state of California pursuant to California Code of Civil Procedure (CCP) Section 2015.5 that the dispute, claim, or demand is made in good faith, and that the supporting data is accurate and complete. If an

Special Terms and Conditions & Additional Provisions Exhibit D

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Agreement adjustment is requested, the written certification shall further state under penalty of perjury that the relief requested accurately reflects the Agreement adjustment for which CCHCS is responsible.

The CCHCS Business Services Deputy Director or designee shall make a determination on the issue and respond in writing within thirty (30) calendar days of receipt of the Formal Appeal, indicating the written decision. Contractor shall be notified if an extension of time is necessary.

(4) Further Resolution

If the dispute is not resolved by the Formal Appeal process to Contractor’s satisfaction, or Contractor has not received a written decision from CCHCS within thirty (30) calendar days, or other mutually agreed upon extension, Contractor may thereafter pursue its right to institute other dispute resolution process(es), if any, available under the laws of the State.

b. Billing Disputes

As a condition precedent to the right to pursue litigation or other legally available dispute resolution process with CCHCS, if any, Contractor agrees that all disputes and/or claims arising under or related to between CCHCS and Contractor shall be resolved pursuant to the following processes. Any failure to comply with said dispute resolution procedures shall constitute a failure to exhaust administrative remedies.

Pending the final resolution of any such disputes and/or claims, Contractor agrees to proceed with the performance of the Agreement, including the delivering of goods or providing of services. Contractor’s failure to proceed shall constitute a material breach of the Agreement.

The Agreement shall be interpreted, administered, and enforced according to the laws of the state of California. The parties agree that any suit brought hereunder shall have venue in Sacramento, California.

The parties hereby waive any claim or defense that such venue is not convenient or proper.

(1) Final Payment

The acceptance by Contractor of final payment shall release CDCR/CCHCS from all claims, demands, and liability to Contractor for all acts or omissions of CDCR/CCHCS and others relating to or arising out of this work, except for any claim previously accepted and/or in the process of resolution.

However, CDCR/CCHCS’ issuance of payments generally, or of the final payment specifically, shall not waive CDCR/CCHCS’ right to seek recovery of overpayments in the manner set forth in this Agreement.

(2) Invoice/Claim Payment Inquiry

Contractor shall contact the CCHCS Healthcare Invoicing Section (HIS) Help Desk at (916) 691-0699 or via email at m_HISProgramSupport@cdcr.ca.gov with any questions or clarifications regarding the health care invoice/claim submittal or dispute process. The parties shall make a first attempt in good faith to resolve the dispute or question by informal/verbal discussion(s). The parties agree that HIS should be used as a resource in resolving potential CDCR/CCHCS patients health care invoice/claim disputes. If the dispute or claim is not resolved at the Invoice/Claim Payment Inquiry level as referenced in Exhibit B – Budget Detail and Payment Provisions of the Agreement, Contractor may proceed with the First Level Appeal process outlined below.

(3) First Level Appeal mailto:m_HISProgramSupport@cdcr.ca.gov

Special Terms and Conditions & Additional Provisions Exhibit D

Rev. 10/25/2023 Page 5 of 38

For disagreements regarding claim payments, or claim denials by HIS for a claim billed under the Agreement, Contractor may file a First Level Appeal for the Invoice/Claim, with the HIS Appeals Team at the email address HISAppealSupport@cdcr.ca.gov. If an appeal is unable to be submitted by email, it can be mailed to the following address:

California Correctional Health Care Services Healthcare Invoicing Section Attn: Appeals Team PO Box 588500, Building D-2 Elk Grove, CA 95758

The First Level Appeal shall be sent with the Appeal Request Form, along with any additional support documentation necessary to support the appeal. An electronic copy of the form can be found at https://cchcs.ca.gov/contact. All applicable fields within the form must be completed to avoid return of the appeal and delayed processing.

The Appeals Team shall review and process the First Level Appeal for payment or non-payment. If the review results in an approval and determines that CCHCS owes additional compensation, the Appeals Team shall facilitate the reimbursement. If the review results in a denial and determines that CCHCS owes no additional compensation, the Appeals Team shall issue a written decision to Contractor via email explaining the payment denial within thirty (30) calendar days of receipt of the appeal. If the review determines that Contractor was overpaid, the HIS Refunds Team will be notified and may issue a refund recovery letter to Contractor within sixty (60) calendar days. CCHCS, in its sole discretion, may recover overpayments in the manner set forth in Section 60, Quality Assurance and Financial Audits/Reviews of this exhibit.

(4) Second Level Appeal

If the dispute or claim is still not resolved to Contractor’s satisfaction at the First Level Appeal level, Contractor may file a written Second Level Appeal using the Appeal Request Form providing additional justification or support documentation to support the request. All applicable fields within the form must be completed to avoid return of the appeal and delayed processing. An electronic copy of the form can be found at https://cchcs.ca.gov/contact. The Second Level Appeal can be sent to the HIS SSM II at HISAppealSupport@cdcr.ca.gov. If the appeal is unable to be submitted via email, it may be mailed to the following address:

California Correctional Health Care Services Healthcare Invoicing Section Attn: Appeals SSM II PO Box 588500, Building D-2 Elk Grove, CA 95758

The HIS SSM II or designee shall issue a written decision via email in response to Contractor’s Second Level Appeal within thirty (30) calendar days of receipt of the Second Level Appeal. The written decision shall either:

(a) Document the dispute settlement and what, if any, conditions were reached; or

(b) Document the reason(s) the dispute could not be resolved and provide notification to Contractor of its option to file an Administrative Resolution within thirty (30) calendar days of the date of the written decision.

(5) Administrative Resolution mailto:HISAppealSupport@cdcr.ca.gov https://cchcs.ca.gov/contact https://cchcs.ca.gov/contact mailto:HISAppealSupport@cdcr.ca.gov

Special Terms and Conditions & Additional Provisions Exhibit D

Rev. 10/25/2023 Page 6 of 38

If the dispute or claim is still not resolved to Contractor’s satisfaction at the Second Level Appeal level, Contractor may file a written Administrative Resolution, within thirty (30) calendar days following the determination from the Second Level Appeal, with the CCHCS HIS Assistant Deputy Director at HISAppealSupport@cdcr.ca.gov. If the appeal is unable to be submitted via email, it may be mailed to the following address:

California Correctional Health Care Services Healthcare Invoicing Section Attn: Assistant Deputy Director PO Box 588500, Building D-2 Elk Grove, CA 95758

The Administrative Resolution shall include a written certification signed by a knowledgeable company official under the penalty of perjury according to the laws of the state of California pursuant to CCP Section 2015.5 that the dispute, claim, or demand is made in good faith, and that the supporting data is accurate and complete. If an Agreement adjustment is requested, the written certification shall further state under penalty of perjury that the relief requested accurately reflects the Agreement adjustment for which CCHCS is responsible.

The CCHCS HIS Assistant Deputy Director shall make a determination on the issue and respond in writing within thirty (30) calendar days of receipt of the Administrative Resolution, indicating the written decision. Contractor shall be notified if an extension of time is necessary.

c. Utilization Management Reviews

(1) CDCR/CCHCS reserves the right to inspect, monitor, and perform utilization reviews prospectively, concurrently, or retrospectively, regarding the courses of medical treatment or hospitalization provided to CDCR/CCHCS patients when performed by Contractor and its providers. CDCR/CCHCS may delegate this right to another State agency or party. Such reviews shall be undertaken to determine whether the course of treatment or services had prior authorization and were medically necessary. The utilization and performance of direct health care services to CDCR/CCHCS patients is expected to be in accordance with applicable state law for patient health care, as well as any CCHCS practice guidelines, including the Health Care Department Operations Manual (HCDOM), California Code of Regulations (CCR), Title 15, Division 3, Chapter 1, Subchapter 4, Articles 8 and 9 and CCR, Title 15, Division 3, Chapter 2, and be in accordance with the applicable standard of care.

CCHCS also relies on InterQual® Care Planning Criteria, published by McKesson Health Solutions, LLC, to the extent, not inconsistent with the previously cited requirements, guidelines, and standards.

Requests for InterQual® criteria should be directed to CCHCS Utilization Management (UM) at:

um@cdcr.ca.gov. HCDOM is available at the following link: https://cchcs.ca.gov/hcdom/.

(2) Contractor agrees to make available to CDCR/CCHCS for purposes of utilization review, an individual CDCR/CCHCS patient’s medical record upon request from a CDCR/CCHCS UM physician or UM nurse. Contractor agrees that Contractor’s discharge protocols may not be applicable to all CDCR/CCHCS cases and that discharge determinations shall be with the concurrence of the CDCR/CCHCS’ attending physician.

(3) Contractor acknowledges and agrees to inform its providers that UM decisions shall not be deemed a substitute for the independent judgment of the treating physician or preclude treatment, but shall be cause for denial of compensation for such treatment or hospitalization found to be inappropriate, whether identified through prospective, concurrent, or retrospective utilization review.

(4) Contractor acknowledges and agrees that concurrent UM review shall not operate to prevent or delay the delivery of emergency medical treatment.

mailto:HISAppealSupport@cdcr.ca.gov mailto:um@cdcr.ca.gov https://cchcs.ca.gov/hcdom/

Special Terms and Conditions & Additional Provisions Exhibit D

Rev. 10/25/2023 Page 7 of 38

d. Utilization Management Appeals

If Contractor disagrees with the UM review of a claim that results in a denial or disallowance of a billed service, Contractor agrees to pursue resolution by sequentially following the steps described below. Each party involved in an appeal shall act quickly so that the appeal may be resolved promptly. Every effort should be made to complete the action within the time limits contained in the appeal process. However, with the mutual consent of the parties, the time limitation for any step may be extended. If there has not been a mutually agreed upon time extension, failure to respond to the appeal within the specified time frames shall allow the appellant to file an appeal at the next level. If this occurs, the higher level must respond to the appeal and may not return it to a lower level.

(1) UM Claim Payment Inquiry

Contractor shall contact the HIS Help Desk at (916) 691-0699 or via email at m_HISProgramSupport@cdcr.ca.gov with any questions or clarifications regarding UM invoice/claim submittal or dispute process. The parties shall make a first attempt in good faith to resolve the dispute or question by informal discussion(s). The parties agree that HIS should be used as a resource in resolving potential CDCR/CCHCS patient UM invoice/claim disputes. If the dispute or claim is not resolved at the UM Claim Payment Inquiry level, Contractor may proceed with the First Level UM Claim Appeal process outlined below.

(2) First Level UM Claim Appeal

If the dispute or claim is still not resolved to Contractor’s satisfaction at the UM Claim Payment Inquiry level, Contractor may file a written First Level UM Claim Appeal, within thirty (30) calendar days following the date of the determination from the UM Claim Payment Inquiry, with the HIS UM Appeals Team at the following email address: HISAppealSupport@cdcr.ca.gov. If the appeal is unable to be submitted via email, it may be mailed to the following address:

California Correctional Health Care Services Healthcare Invoicing Section Attn: UM Appeals Team PO Box 588500, Building D-2 Elk Grove, CA 95758

The First Level UM Appeal shall be sent with the Appeal Request Form along with any additional support documentation necessary to support the appeal. An electronic copy of the form can be found at https://cchcs.ca.gov/contact. All applicable fields within the form must be completed to avoid return of the appeal and delayed processing. The HIS Appeals Team will evaluate the appeal and issue a written response within thirty (30) calendar days of receipt of the First Level UM Claim Appeal.

(3) Second Level UM Claim Appeal

If the dispute or claim is still not resolved to Contractor’s satisfaction at the First Level UM Claim Appeal level, Contractor may file a written Second Level UM Claim Appeal, within thirty (30) calendar days following the date of the determination from the First Level UM Claim Appeal, with the HIS SSM II at HISAppealSupport@cdcr.ca.gov. The Second Level UM Appeal shall be sent with the Appeal Request Form along with any additional support documentation necessary to support the appeal. An electronic copy of the form can be found at https://cchcs.ca.gov/contact. If an appeal is unable to be submitted by email, it can be mailed to the following address:

California Correctional Health Care Services Healthcare Invoicing Section mailto:m_HISProgramSupport@cdcr.ca.gov mailto:HISAppealSupport@cdcr.ca.gov https://cchcs.ca.gov/contact https://cchcs.ca.gov/contact

Special Terms and Conditions & Additional Provisions Exhibit D

Rev. 10/25/2023 Page 8 of 38

Attn: Appeals SSM II PO Box 588500, Building D-2

The HIS SSM II or designee shall issue a written decision in response to Contractor’s Second Level UM Claim Appeal within thirty (30) calendar days of receipt of the Second Level UM Claim Appeal.

The written decision shall either:

(a) Document the dispute settlement and what, if any, conditions were reached; or

(b) Document the reason(s) the dispute could not be resolved and provide notification to Contractor of its option to file an Administrative Resolution UM Claim Appeal within thirty (30) calendar days of the date of the written decision.

(4) Administrative Resolution UM Claim Appeal

If the dispute or claim is still not resolved to Contractor’s satisfaction at the Second Level UM Claim Appeal level, Contractor may file a written Administrative Resolution UM Claim Appeal, within thirty (30) calendar days following the date of the determination from the Second Level UM Claim Appeal, with the CCHCS HIS Assistant Deputy Director at the following email address:

HISAppealSupport@cdcr.ca.gov. If the appeal is unable to be submitted via email, it may be mailed to the following address:

California Correctional Health Care Services Healthcare Invoicing Section Attn: Assistant Deputy Director PO Box 588500, Building D-2 Elk Grove, CA 95758

The UM Claim Appeal for Administrative Resolution shall include a written certification signed by a knowledgeable company official under the penalty of perjury according to the laws of the state of California pursuant to CCP Section 2015.5 that the dispute, claim, or demand is made in good faith, and that the supporting data is accurate and complete. If an Agreement adjustment is requested, the written certification shall further state under penalty of perjury that the relief requested accurately reflects the Agreement adjustment for which CCHCS is responsible.

The CCHCS HIS Assistant Deputy Director shall provide written determination on the issue and respond within thirty (30) calendar days of receipt of the Administrative Resolution UM Claim Appeal, indicating the written decision. Contractor shall be notified if an extension of time is necessary.

e. Further Resolution

If the dispute is not resolved to Contractor’s satisfaction, or Contractor has not received a written decision from CCHCS within thirty (30) calendar days, or other mutually agreed upon extension, Contractor may thereafter pursue its right to institute other dispute resolution process(es), if any, available under the laws of the state of California.

f. Limitation of Scope of Process

The dispute process set forth in Section 2, Dispute Resolution Process provision is not applicable for contracts that have been terminated in accordance with Section 3, Right to Terminate provision of this exhibit.

Special Terms and Conditions & Additional Provisions Exhibit D

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g. Changes to Contact Names and Addresses

CDCR/CCHCS may change the name or address of any person or entity noted in Section 2, Dispute Resolution Process provision by providing notice in the manner provided in this Agreement, and any such change shall not require a written amendment to this Agreement.

3. Right to Terminate (Supersedes provision number 7, Termination for Cause, of Exhibit C)

a. Termination of Agreement without Cause

CDCR/CCHCS and/or Contractor may terminate this Agreement without cause by giving no less than thirty (30) calendar days written notice to the other party. Any such termination shall be delivered via certified mail, specifying the date upon which such termination becomes effective.

Notwithstanding provisions in this Agreement to the contrary, if the basis for termination without cause is the provision of services by a health care network provider, including but not limited to health plan, preferred provider organization, or other health care network manager, CDCR/CCHCS may terminate this Agreement without cause and will notify Contractor in writing when doing so.

b. Termination of Agreement for Cause

Immediate Termination

CDCR/CCHCS may immediately terminate this Agreement under any circumstances that CDCR/CCHCS determines in good faith to be a breach by Contractor of its obligations under the Agreement, including its duty to maintain organizational and financial resources in a manner reasonably likely to facilitate Contractor’s current and on-going compliance with the terms of the Agreement. Examples of breaches that justify termination of the Agreement include but are not limited to the following:

(1) If CDCR/CCHCS determines that management practices adopted by Contractor or the current financial condition of Contractor interfere with the delivery of services or reduce the quality of such services.

(2) If CDCR/CCHCS determines that Contractor is failing to maintain sufficient resources to perform under the Agreement successfully. This includes but is not limited to having providers in sufficient numbers and with the skills required who are willing to provide services under the Agreement.

(3) If CDCR/CCHCS determines, based on reliable and factual information, that Contractor’s actions place CDCR/CCHCS at risk for claims against CDCR/CCHCS.

(4) If CDCR/CCHCS determines there is a substantial probability that Contractor is unable to render health care services to CDCR/CCHCS patients.

(5) If CDCR/CCHCS determines that any state or federal regulatory and/or law enforcement agency has taken any enforcement action (administrative or otherwise) against Contractor, including but not limited to any investigation of Contractor or its providers.

(6) If CDCR/CCHCS determines that the institution is experiencing difficulty in securing treatment from Contractor.

(7) If CDCR/CCHCS determines that Contractor has failed to meet the terms, conditions and/or responsibilities of the Agreement.

(8) If CDCR/CCHCS determines that the services rendered were below the applicable standards of care.

Special Terms and Conditions & Additional Provisions Exhibit D

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c. Termination for Insolvency

CDCR/CCHCS may terminate this Agreement immediately if Contractor files any federal bankruptcy action or state receivership action, whether voluntarily or involuntarily; or if, based on reliable information, CDCR/CCHCS determines there is a substantial probability that Contractor will be financially unable to continue performance under this Agreement.

d. Supporting Documentation

CDCR/CCHCS may require Contractor to disclose any information that CDCR/CCHCS deems necessary to determine compliance with the requirements of this Agreement, including but not limited to certified financial statements, documentation reflecting Contractor’s ability to immediately provide substitute providers, and documentation reflecting Contractor’s ability to comply with the indemnification requirements of this Agreement. If such information is required, Contractor will be notified and will be permitted five (5) State business days to submit the information requested. Failure to provide the requested information may be grounds for termination of the Agreement for cause.

e. Obligations Upon Termination

From and after the effective date of termination of this Agreement, Contractor shall not be entitled to compensation for further services hereunder, except as expressly set forth in the Alternative Arrangements Upon Termination provision of this section.

Contractor shall forthwith upon such termination, but in no event later than thirty (30) calendar days following such termination:

(1) Deliver to CDCR/CCHCS a full accounting of the status of claims.

(2) Deliver to CDCR/CCHCS all property and documents of CDCR/CCHCS that are in the custody of Contractor and its providers.

(3) Deliver to CDCR/CCHCS all reports required from this Agreement.

Despite termination, Contractor, or its solvent entity, or administrator shall report to the requested party on demand an update of the information in (1), (2), and (3) above, and any other relevant information requested by CDCR/CCHCS.

The termination of this Agreement shall not relieve Contractor of liability under the indemnification provisions.

The termination of this Agreement shall not relieve Contractor of those duties under the Alternative Arrangements Upon Termination provision of this section.

Upon the termination of this Agreement for cause, all damages, losses, and costs to CDCR/CCHCS, which flow from the breach, shall be deducted from any payments due to Contractor hereunder and the balance, if any, shall be paid to Contractor.

f. Alternative Arrangements Upon Termination

Upon termination of this Agreement, Contractor agrees to assist CDCR/CCHCS in securing alternative arrangements for the provision of care from another CDCR/CCHCS contracted facility or health care provider for those CDCR/CCHCS patients receiving inpatient care at the time of termination. Contractor further agrees to continue to provide adequate levels of health care services to CDCR/CCHCS patients

Special Terms and Conditions & Additional Provisions Exhibit D

Rev. 10/25/2023 Page 11 of 38 until alternative arrangements can be obtained. The rate of pay shall be consistent with the terms of this Agreement.

g. Assurances Upon Termination

Upon the termination of this Agreement for any reason whatsoever, Contractor shall cooperate fully with CDCR/CCHCS in order to effectively and orderly transition CDCR/CCHCS patients to another facility.

The foregoing shall include, without limitation, attending such post-termination meetings as shall be reasonably requested by CDCR/CCHCS.

h. Governing Forum and Venue

This Agreement shall be interpreted, administered, and enforced according to the laws of the state of California (without regard to any conflict-of-laws provision), except as preempted by federal law. Forum for any suit brought hereunder shall be in California, and the venue for any suit brought hereunder shall be in the state or federal courts sitting in the County of Sacramento, California; the parties hereby waiving any claim or defense that such forum or venue is not convenient or proper. Each party agrees that any such court shall have in personam jurisdiction over it and consents to personal jurisdiction for this purpose in the forum chosen by the plaintiff bringing the action.

4. Remedies Other Than Termination

Notwithstanding other provisions of this Agreement, and in the sole discretion of CDCR/CCHCS, CDCR/CCHCS reserves the right to take the following actions in response to Contractor’s failure to comply with the terms and conditions outlined in Exhibit A – Scope of Work, in-lieu of exercising its rights referenced in Section 3, Right to Terminate provision of this exhibit, when CDCR/CCHCS deems these remedies more appropriate:

a. Withhold payment for specified services.

b. Suspend a Contractor from providing services for a specified period of time.

CDCR/CCHCS reserves the State’s right to execute the remedies under provisions 4a. and 4b. above, if the failure constitutes a material breach of this Agreement and if Contractor does not cure such failure within the timeframe stated in the State’s corrective action plan, which in no event shall be less than fifteen (15) calendar days, unless the Exhibit A – Scope of Work, in CDCR/CCHCS’ sole discretion, necessitates a shorter period.

5. Stop Work

a. CDCR/CCHCS, at any time, may issue a notice to suspend performance or stop work under this Agreement. The initial notification shall be a written directive issued by CDCR/CCHCS. Upon receipt of said notice, Contractor is to suspend and/or stop all, or any part, of the work called for by this Agreement.

b. Written confirmation of the suspension or stop work notification with directions as to what work (if not all) is to be suspended and how to proceed will be provided within thirty (30) calendar days of the initial notification. The resumption of work (in whole or part) will be at CDCR/CCHCS’ discretion and upon receipt of written confirmation.

(1) Upon receipt of a suspension or stop work notification, Contractor shall immediately comply with its terms and take all reasonable steps to minimize or halt the incurrence of costs allocable to the performance covered by the notification during the period of work suspension or stoppage.

(2) In the sole discretion of CDCR/CCHCS, within thirty (30) calendar days or more of the issuance of a suspension or stop work notification, CDCR/CCHCS shall either:

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(a) Cancel, extend, or modify the suspension or stop work notification; or

(b) Terminate the Agreement as provided in Section 3, Right to Terminate provision of this exhibit.

c. If a suspension or stop work notification issued under this clause is cancelled or the period of suspension or any extension thereof is modified or expires, Contractor may resume work only upon written concurrence of CDCR/CCHCS.

d. If the suspension or stop work notification is cancelled and the Agreement resumes, changes to the services, deliverables, performance dates, and/or contract terms resulting from the suspension or stop work notification shall require an amendment to the Agreement.

e. If a notice to suspend performance or to stop work is issued and not cancelled, and after such issuance, this Agreement is terminated pursuant to Section 3, Right to Terminate provision of this exhibit, CDCR/CCHCS shall allow reasonable costs resulting from the suspension or stop work notification in arriving at the settlement costs.

f. CDCR/CCHCS shall not be liable to Contractor for loss of profits because of any suspension or stop work notification issued under this clause. For any service by Contractor or its providers provided under this Agreement prior to the effective date of a notice to suspend or stop work, CDCR/CCHCS shall review those services to confirm they meet the terms of the Agreement and shall in good faith make a determination whether payment is warranted.

6. Responsibility Hearing

If this Agreement is terminated for cause, CDCR/CCHCS reserves the right to conduct a responsibility hearing to determine if Contractor is a responsible bidder before an award of future Agreements can be made.

a. In CDCR/CCHCS’ sole discretion, the scope of the responsibility hearing:

(1) May be limited to other contracts for the same type of services set forth in this Agreement, or may be expanded to apply to other contracts, including all contracts that CDCR/CCHCS awards.

(2) May be limited to a defined period of time, or may be expanded to a ban of future Agreements for an indefinite period of time.

b. The notice of responsibility hearing shall include the following:

(1) Date of the hearing.

(2) Time of the hearing.

(3) Location of the hearing.

(4) Designated hearing staff.

(5) Contact name and telephone number.

(6) Reason for the hearing.

(7) Scope of action being considered.

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(8) Hearing procedure outline shall include but not be limited to submittal of rebuttal by Contractor, supporting documents, notice of final decision by CDCR/CCHCS, and appeal process.

7. Approval

This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services (DGS), if required. Contractor may not commence performance until such approval has been obtained.

8. Computer Software Management Memo

Contractor certifies that it has appropriate systems and controls in place to ensure that State funds will not be used in the performance of this Agreement for the acquisition, operation, or maintenance of computer software in violation of copyright laws.

9. Liability for Non-Conforming Work

Contractor will be fully responsible for ensuring that the completed work conforms to the agreed upon terms.

CDCR/CCHCS, in its sole discretion, may use any reasonable means to cure any non-conformity. Contractor shall be responsible for reimbursing CDCR/CCHCS for any additional expenses incurred to cure such defects.

10. Liability for Loss and Damages

Any damages caused by Contractor or its provider to the State’s institutions including equipment, furniture, materials, or other State property, will be repaired or replaced by Contractor to the satisfaction of the State at no cost to the State. The State may, at its option, repair any such damage and deduct the cost thereof from any sum due to Contractor under this Agreement.

11. Temporary Non-Performance

If for any reason Contractor is temporarily unable to perform/provide the services as required, CDCR/CCHCS, during the period of Contractor’s actual or reasonably anticipated inability to perform, has and can use its right to obtain replacement or supplemental services of the same type, by any reasonable and/or necessary means. Upon notice by CDCR/CCHCS to Contractor of the details and costs incurred in obtaining any such replacement or supplemental services, Contractor shall promptly reimburse CDCR/CCHCS for such costs. CDCR/CCHCS has the alternative option of recovering such costs by withholding the same from any amounts still due from CDCR/CCHCS to Contractor under the Agreement.

For purposes of this section, “temporarily unable” means an inability of Contractor to provide the contracted services, lasting for at least one (1) calendar day. If Contractor is unable to perform for five (5) calendar days or more, consecutively or cumulatively, CDCR/CCHCS may consider the non-performance to be a breach of contract and take any appropriate action, which could include termination of the Agreement for failure to perform.

12. Extension of Terms

This Agreement may be amended to extend the term if it is determined to be in the best interest of the State.

Upon signing the amendment, Contractor hereby agrees to provide services for the extended period at the rates specified in the original Agreement. Therefore, Contractor’s rates are submitted with the understanding that those same rates will be in effect, if the contract is amended to extend the term. The parties agree that CDCR/CCHCS has considered this fact in its evaluation of the rates bid or negotiated for this Agreement.

Emergency contracts are subject to evaluation and negotiation and an extension of terms does not apply.

13. Accounting Principles/No Dual Compensation

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Contractor will adhere to generally accepted accounting principles as outlined by the American Institute of Certified Public Accountants. Dual compensation is not allowed; Contractor cannot receive simultaneous compensation from two (2) or more funding sources for the same services performed even though both funding sources could benefit.

14. Subcontractor/Provider

Contractor is required to identify, on the Subcontractor/Consultant List (CCHCS-MC-391) or its successors provided by CDCR/CCHCS, all subcontractors or service providers who will, on behalf of or as arranged by or through Contractor, perform labor or render services in the performance of this Agreement. Additionally, Contractor shall notify CDCR/CCHCS within ten (10) State business days of any changes to the subcontractor/provider information.

15. Contractors/Providers/Employees of Contractor/Independent Contractors/Subcontractors Compliance with All Laws

Contractor shall be familiar with and agree to follow all requirements of this Agreement and all federal, state, and local statutes and regulations applicable to performance of this Agreement. Contractor shall also ensure that providers are familiar with and agree to follow all requirements of this Agreement and all federal, state, and local statutes and regulations applicable to performance of this Agreement.

Although Contractor and its providers are independent contractors, not employees, of CDCR/CCHCS, or the State, Contractor agrees that, due to the close proximity among CDCR/CCHCS employees, providers, and CDCR/CCHCS patients, providers performing services on the grounds of an institution shall adhere to the same requirements for CDCR/CCHCS employees as set forth in the CCR, Title 15, Division 3, Chapter 1, Subchapter 5, Article 2.

16. Independent Contractor

Contractors, Subcontractors, and providers in performance of this Agreement, shall act in an independent capacity and not as officers, employees, or agents of CDCR/CCHCS, or the State.

17. Expatriate Corporations

Contractor shall not be an expatriate corporation or a subsidiary of an expatriate corporation as set forth in Public Contract Code (PCC) Sections 10286 and 10286.1, and is eligible to contract with CDCR/CCHCS.

18. Provider (CDCR/CCHCS Approval/Disapproval of Contractor’s Provider)

Contractor has the sole responsibility to find and provide the providers it needs to meet its obligations under this Agreement.

a. It is hereby agreed that CDCR/CCHCS has the following rights to be exercised in CDCR/CCHCS’ sole discretion:

(1) The right to approve or disapprove the initial or continuing use of any provider proposed to CDCR/CCHCS by Contractor in advance of such provider being used to render services to CDCR/CCHCS under the Agreement; it is agreed that no such provider shall render services without advance approval by CDCR/CCHCS.

(2) The right to disapprove the initial or continuing use of Contractor’s provider due to them violating the terms of this Agreement.

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(3) The right to disapprove the initial or continuing use of Contractor’s provider when they violate CDCR/CCHCS custody and/or safety requirements and rules, along with having criminal convictions, actions pending, and/or in-process.

(4) The right to disapprove the initial or continuing use of a Contractor’s provider who has been terminated from or in the process of being terminated from a state, county, or local agency due to disciplinary reasons as an employee.

(5) The right to disapprove the initial or continuing use of Contractor’s provider due to them having been released from providing contracted services with another state, county, or local agency for violating the terms of the contracts, licensure suspensions, pending licensure actions, fraudulent medical billing, poor patient outcomes documented, and/or failure to perform services as needed.

(6) The right to request a specific provider for a specific service or patient need. Such a request is not binding on Contractor, and Contractor’s inability to accommodate such a request will not be considered a breach of the Agreement.

(7) The right to require Contractor to provide a substitute provider for one either unavailable or disapproved.

(8) The right to approve Contractor’s substitution of provider, whether substitution was initiated by CDCR/CCHCS or Contractor, prior to the substitute provider commencing work.

(9) Based on the reason for disapproval of Contractor’s provider, CDCR/CCHCS reserves the right to request the removal be made on a temporary and/or permanent basis and for an individual institution and/or statewide institution basis. The determination for length of time and location(s) will be provided to Contractor by the CCHCS Direct Care Contracts Section.

b. The right of CDCR/CCHCS to approve or disapprove initial or continuing use of Contractor’s provider can be exercised by the Chief Executive Officer, Chief Medical Executive, Chief Medical Officer, Headquarters Direct Care Contracting staff, or designee. Reason can be submitted verbally and/or in writing. Contractor shall track reasons for disapprovals to ensure they are monitoring and updating their processes for submitting providers, to reduce disapprovals from occurring.

If any approved provider of…