PROVIDER NAME MA-042-2601XXXX

CONTRACT FOR PROVISION OF

ADMINISTRATIVE SERVICES ORGANIZATION

FOR SPECIALTY MENTAL HEALTH

AND DRUG MEDI-CAL SUBSTANCE USE DISORDER SERVICES

BETWEEN

COUNTY OF ORANGE

AND

JULY 1, 2026 THROUGH JUNE 30, 2029

THIS CONTRACT entered into this 1st day of July 2026 (effective date), is by and between the

COUNTY OF ORANGE, a political subdivision of the State of California (COUNTY), and

, a [California (nonprofit corporation) (medical corporation)

(professional corporation) (for-profit corporation) (educational institution) (public educational institution) (local government agency) (partnership) (sole proprietor)], (CONTRACTOR). COUNTY and CONTRACTOR may sometimes be referred to herein individually as “Party” or collectively as

“Parties.” This Contract shall be administered by the Director of the COUNTY’s Health Care Agency or an authorized designee (“ADMINISTRATOR”).

W I T N E S S E T H:

WHEREAS, COUNTY wishes to contract with CONTRACTOR for the provision of

Administrative Services Organization for Specialty Mental Health and Drug Medi-Cal Substance Use

Disorder Services described herein to the residents of Orange County; and

WHEREAS, CONTRACTOR is agreeable to the rendering of such services on the terms and conditions hereinafter set forth:

NOW, THEREFORE, in consideration of the mutual covenants, benefits, and promises contained herein, COUNTY and CONTRACTOR do hereby agree as follows:

TABLE OF CONTENTS

PARAGRAPH PAGE

Title Page

Table of Contents

Referenced Contract Provisions

I. Acronyms

II. Alteration of Terms

III. Amount Not to Exceed

IV. Assignment of Debts

V. Compliance

VI. Confidentiality

VII. Conflict of Interest

VIII. Cost Report

IX. Debarment and Suspension Certification

X. Delegation, Assignment and Subcontracts

XI. Dispute Resolution

XII. Employee Eligibility Verification

XIII. Equipment

XIV. Facilities, Payments and Services

XV. Indemnification and Insurance

XVI. Inspections and Audits

XVII. Licenses and Laws

XVIII. Literature, Advertisements and Social Media

XIX. Minimum Wage Laws

XX. Nondiscrimination

XXI. Notices

XXII. Notification of Death

XXIII. Notification of Public Events and Meetings

XXIV. Patient’s Rights

XXV.Participation of County Behavioral Health Director’s Association of California

XXVI. Records Management and Maintenance

XXVII. Research and Publication

XXVIII. Severability

XXIX. Special Provisions

XXX. Status of Contractor

XXXI. Term

XXXII. Termination

XXXIII. Third Party Beneficiary

XXXIV. Waiver of Default or Breach

XXXV. Signature Page

REFERENCED CONTRACT PROVISIONS

Term: July 1, 2026 through June 30, 2029

Period One means the period from July 1, 2026 through June 30, 2027

Period Two means the period from July 1, 2027 through June 30, 2028

Period Three means the period from July 1, 2028 through June 30, 2029

Amount Not to Exceed: $TBD

Basis for Reimbursement: Indirect Costs: Negotiated Amount

Administrative Costs: Actual Cost

Program Services: Actual Cost

Mental Health Claims: Actual Cost

Payment Method: Monthly in Arrears

CONTRACTOR UEI Number:############

CONTRACTOR TAX ID Number: ## - #######

Notices to COUNTY and CONTRACTOR:

COUNTY: County of Orange

Health Care Agency

Contract Services

405 West 5th Street, Suite 600

Santa Ana, CA 92701-4637

CONTRACTOR: Name of Organization

Address line 1

Address line 2

Name of person who will sign the contract

Contact e-mail

I. ACRONYMS

A. AA Alcoholics Anonymous

B. ADL Activities of Daily Living

C. AES Advanced Encryption Standard

D. AOABS Adult and Older Adult Behavioral Health

E. ABC Allied Behavioral Care

F. ARRA American Recovery and Reinvestment Act

G. ASIST Applied Suicide Intervention Skills Training

H. ASO Administrative Services Organization

I. ASRS Alcohol and Drug Programs Reporting System

J. AQIS Authority and Quality Improvement Services

K. BBS Board of Behavioral Sciences

L. BCP Business Continuity Plan

M. BHS Behavioral Health Services

N. CalWORKs California Work Opportunity and Responsibility for Kids

O. CAT Centralized Assessment Team

P. CCC California Civil Code

Q. CCR California Code of Regulations

R. CD/DVD Compact Disc/Digital Video or Versatile Disc

S. CFR Code of Federal Regulations

T. CHHS California Health and Human Services Agency

U. CHPP COUNTY HIPAA Policies and Procedures

V. CHS Correctional Health Services

W. CIPA California Information Practices Act

X. CMPPA Computer Matching and Privacy Protection Act

Y. COI Certificate of Insurance

Z. CSI Client and Services Information

AA. CSW Clinical Social Worker

AB. CYBH Children and Youth Behavioral Health Services

AC. D/MC Drug/Medi-Cal

AD. DCR Data Collection and Reporting

AE. DD Dual Disorders

AF. DHCS Department of Health Care Services

AG. DoD Department of Defense

AH. DPFS Drug Program Fiscal Systems

AI. DRP Disaster Recovery Plan

AJ. DRS Designated Record Set

AK. DSM Diagnostic and Statistical Manual of Mental Disorders

AL. DSM-V Diagnostic and Statistical Manual of Mental Disorders 5th Edition

AM. EBP Evidence-Based Practice

AN. EHR Electronic Health Record

AO. E-Mail Electronic Mail

AP. EPSDT Early and Periodic Screening, Diagnosis and Treatment

AQ. FAX Facsimile Machine

AR. FFS Fee For Service

AS. FIPS Federal Information Processing Standards

AT. FSP Full Service Partnership

AU. FTE Full Time Equivalent

AV. GAAP Generally Accepted Accounting Principles

AW. HCA Health Care Agency

AX. HHS Health and Human Services

AY. HIPAA Health Insurance Portability and Accountability Act

AZ. HSC California Health and Safety Code

BA. ID Identification

BB. IEA Information Exchange Agreement

BC. IMD Institute for Mental Disease

BD. IBNR Incurred But Not Reported

BE. IRIS Integrated Records Information System

BF. LGBTQI Lesbian, Gay, Bisexual, Transgender, Questioning, and Intersex

BG. LCSW Licensed Clinical Social Worker

BH. LPT Licensed Psychiatric Technician

BI. MEDS Medi-Cal Eligibility Determination System

BJ. MFT Marriage and Family Therapist

BK. MHP Mental Health Plan

BL. MHRC Mental Health Rehabilitation Centers

BM. MHS Mental Health Specialist

BN. MHSA Mental Health Services Act

BO. MIHS Medical and Institutional Health Services

BP. MORS Milestones of Recovery Scale

BQ. MTP Master Treatment Plan

BR. NA Narcotics Anonymous

BS. NIST National Institute of Standards and Technology

BT. NOABD Notice of Action

BU. NP Nurse Practitioner

BV. NPDB National Provider Data Bank

BW. NPI National Provider Identifier

BX. NPP Notice of Privacy Practices

BY. OCJS Orange County Jail System

BZ. OCPD Orange County Probation Department

CA. OCR Office for Civil Rights

CB. OCSD Orange County Sheriff’s Department

CC. OIG Office of Inspector General

CD. OMB Office of Management and Budget

CE. OPM Office of Personnel Management

CF. P&P Policy and Procedure

CG. PADSS Payment Application Data Security Standard

CH. PAF Partnership Assessment Form

CI. PAR Prior Authorization Request

CJ. PBM Pharmaceutical Benefits Management

CK. PC Penal Code

CL. PCP Primary Care Provider

CM. PHI Protected Health Information

CN. PI Personal Information

CO. PII Personally Identifiable Information

CP. PRA Public Records Act

CQ. PSC Personal Services Coordinator

CR. QI Quality Improvement

CS. QIC Quality Improvement Committee

CT. RN Registered Nurse

CU. RSA Remote Site Access

CV. SNF Skilled Nursing Facility

CW. SSI Supplemental Security Income

CX. SSA Social Services Agency

CY. HITECH Act The Health Information Technology for Economic and Clinical Health Act, Public Law 111-005

CZ. TAR Treatment Authorization Request

DA. TAY Transitional Age Youth

DB. TTY Teletypewriter

DC. UMDAP Universal Method of Determining Ability to Pay

DD. USC United States Code

DE. WIC State of California Welfare and Institutions Code

II. ALTERATION OF TERMS

A. This Contract together with Exhibit(s) A, B and C, attached hereto and incorporated herein, fully expresses the complete understanding of COUNTY and CONTRACTOR with respect to the subject matter of this Contract.

B. Unless otherwise expressly stated in this Contract , no addition to, or alteration of the terms of this Contract or any Exhibits, whether written or verbal, made by the Parties, their officers, employees or agents shall be valid unless made in the form of a written amendment to this Contract , which has been formally approved and executed by both Parties.

III. AMOUNT NOT EXCEED

A. The Total Amount Not To Exceed of COUNTY for services provided in accordance with this

Contract, and the separate Amounts Not to Exceed for each period under this Contract, are as specified in the Referenced Contract Provisions of this Contract.

IV. ASSIGNMENT OF DEBTS

Unless this Contract is followed without interruption by another Contract between the Parties hereto for the same services and substantially the same scope, at the termination of this Contract, CONTRACTOR shall assign to COUNTY any debts owing to CONTRACTOR by or on behalf of persons receiving services pursuant to this Contract. CONTRACTOR shall immediately notify by mail each of the respective Parties, specifying the date of assignment, the County of Orange as assignee, and the address to which payments are to be sent. Payments received by CONTRACTOR from or on behalf of said persons, shall be immediately given to COUNTY.

V. COMPLIANCE

A. COMPLIANCE PROGRAM - ADMINISTRATOR has established a Compliance Program for the purpose of ensuring adherence to all rules and regulations related to federal and state health care programs.

1. ADMINISTRATOR shall provide CONTRACTOR with a copy of the policies and procedures relating to ADMINISTRATOR’s Compliance Program, Code of Conduct and access to

General Compliance and Annual Provider Trainings.

2. CONTRACTOR has the option to provide ADMINISTRATOR with proof of its own compliance program, Code of Conduct and any compliance related policies and procedures.

CONTRACTOR’s compliance program, code of conduct and any related policies and procedures shall be verified by ADMINISTRATOR’s Compliance Department to ensure they include all required elements by ADMINISTRATOR’s Compliance Officer as described in this Compliance Paragraph to this Contract. These elements include:

a. Designation of a Compliance Officer and/or compliance staff.

b. Written standards, policies and/or procedures.

c. Compliance related training and/or education program and proof of completion.

d. Communication methods for reporting concerns to the Compliance Officer.

e. Methodology for conducting internal monitoring and auditing.

f. Methodology for detecting and correcting offenses.

g. Methodology/Procedure for enforcing disciplinary standards.

3. If CONTRACTOR does not provide proof of its own Compliance Program to

ADMINISTRATOR, CONTRACTOR shall internally comply with ADMINISTRATOR’s Compliance

Program and Code of Conduct, CONTRACTOR shall submit to ADMINISTRATOR within thirty (30) calendar days of execution of this Contract a signed acknowledgement that CONTRACTOR will internally comply with ADMINISTRATOR’s Compliance Program and Code of Conduct.

CONTRACTOR shall have as many Covered Individuals it determines necessary complete

ADMINISTRATOR’s annual compliance training to ensure proper compliance.

4. If CONTRACTOR elects to have its own compliance program, code of conduct and any

Compliance related policies and procedures reviewed by ADMINISTRATOR, then CONTRACTOR shall submit a copy of its compliance program, code of conduct and all relevant policies and procedures to ADMINISTRATOR within thirty (30) calendar days of execution of this Contract

ADMINISTRATOR’s Compliance Officer, or designee, shall review said documents within a reasonable time, which shall not exceed forty-five (45) calendar days, and determine if

CONTRACTOR’s proposed compliance program and code of conduct contain all required elements to

ADMINISTRATOR’s satisfaction as consistent with the HCA’s Compliance Program and Code of

Conduct. ADMINISTRATOR shall inform CONTRACTOR of any missing required elements and

CONTRACTOR shall revise its compliance program and code of conduct to meet

ADMINISTRATOR’s required elements within thirty (30) calendar days after ADMINISTRATOR’s

Compliance Officer’s determination and resubmit the same for review by ADMINISTRATOR.

5. Upon written confirmation from ADMINISTRATOR’s compliance officer that

CONTRACTOR’s compliance program, code of conduct and any compliance related policies and procedures contain all required elements, CONTRACTOR shall ensure that all Covered Individuals relative to this Contract are made aware of CONTRACTOR’s compliance program, code of conduct, related policies and procedures and contact information for ADMINISTRATOR’s Compliance

Program.

B. SANCTION SCREENING – CONTRACTOR shall screen all Covered Individuals employed or retained to provide services related to this Contract monthly to ensure that they are not designated as

Ineligible Persons, as pursuant to this Contract. Screening shall be conducted against the General

Services Administration's Excluded Parties List System or System for Award Management, the Health and Human Services/Office of Inspector General List of Excluded Individuals/Entities, and the

California Medi-Cal Suspended and Ineligible Provider List, the Social Security Administration’s Death

Master File at date of employment, and/or any other list or system as identified by ADMINISTRATOR.

1. For purposes of this Compliance Paragraph, Covered Individuals includes all employees, interns, volunteers, contractors, subcontractors, agents, and other persons who provide health care items or services or who perform billing or coding functions on behalf of ADMINISTRATOR.

CONTRACTOR shall ensure that all Covered Individuals relative to this Contract are made aware of

ADMINISTRATOR’s Compliance Program, Code of Conduct and related policies and procedures (or

CONTRACTOR’s own compliance program, code of conduct and related policies and procedures if

CONTRACTOR has elected to use its own).

2. An Ineligible Person shall be any individual or entity who:

a. is currently excluded, suspended, debarred or otherwise ineligible to participate in federal and state health care programs; or

b. has been convicted of a criminal offense related to the provision of health care items or services and has not been reinstated in the federal and state health care programs after a period of exclusion, suspension, debarment, or ineligibility.

3. CONTRACTOR shall screen prospective Covered Individuals prior to hire or engagement.

CONTRACTOR shall not hire or engage any Ineligible Person to provide services relative to this

Contract.

4. CONTRACTOR shall screen all current Covered Individuals and subcontractors monthly to ensure that they have not become Ineligible Persons. CONTRACTOR shall also request that its subcontractors use their best efforts to verify that they are eligible to participate in all federal and State of California health programs and have not been excluded or debarred from participation in any federal or state health care programs, and to further represent to CONTRACTOR that they do not have any

Ineligible Person in their employ or under contract.

5. Covered Individuals shall be required to disclose to CONTRACTOR immediately any debarment, exclusion or other event that makes the Covered Individual an Ineligible Person.

CONTRACTOR shall notify ADMINISTRATOR immediately if a Covered Individual providing services directly relative to this Contract becomes debarred, excluded or otherwise becomes an

Ineligible Person.

6. CONTRACTOR acknowledges that Ineligible Persons are precluded from providing federal and state funded health care services by contract with COUNTY in the event that they are currently sanctioned or excluded by a federal or state law enforcement regulatory or licensing agency.

If CONTRACTOR becomes aware that a Covered Individual has become an Ineligible Person, CONTRACTOR shall remove such individual from responsibility for, or involvement with, COUNTY business operations related to this Contract.

7. CONTRACTOR shall notify ADMINISTRATOR immediately if a Covered Individual or entity is currently excluded, suspended or debarred, or is identified as such after being sanction screened. Such individual or entity shall be immediately removed from participating in any activity associated with this Contract. ADMINISTRATOR will determine appropriate repayment from, or sanction(s) to CONTRACTOR for services provided by ineligible person or individual.

CONTRACTOR shall promptly return any overpayments within forty-five (45) business days after the overpayment is verified by ADMINISTRATOR.

C. GENERAL COMPLIANCE TRAINING - ADMINISTRATOR shall make General

Compliance Training available to Covered Individuals.

1. CONTRACTORS that have acknowledged to comply with ADMINISTRATOR’s

Compliance Program shall use its best efforts to encourage completion by all Covered Individuals;

provided, however, that at a minimum CONTRACTOR shall assign at least one (1) designated representative to complete the General Compliance Training when offered.

2. Such training will be made available to Covered Individuals within thirty (30) calendar days of employment or engagement.

3. Such training will be made available to each Covered Individual annually.

4. ADMINISTRATOR will track training completion while CONTRACTOR shall provide copies of training certification upon request.

5. Each Covered Individual attending a group training shall certify, in writing, attendance at compliance training. ADMINISTRATOR shall provide instruction on group training completion while

CONTRACTOR shall retain the training certifications. Upon written request by ADMINISTRATOR, CONTRACTOR shall provide copies of the certifications.

D. SPECIALIZED PROVIDER TRAINING – ADMINISTRATOR shall make Specialized

Provider Training, where appropriate, available to Covered Individuals.

1. CONTRACTOR shall ensure completion of Specialized Provider Training by all Covered

Individuals relative to this Contract. This includes compliance with federal and state healthcare program regulations and procedures or instructions otherwise communicated by regulatory agencies;

including the Centers for Medicare and Medicaid Services or their agents.

2. Such training will be made available to Covered Individuals within thirty (30) calendar days of employment or engagement.

3. Such training will be made available to each Covered Individual annually.

4. ADMINISTRATOR will track online completion of training while CONTRACTOR shall provide copies of the certifications upon request.

5. Each Covered Individual attending a group training shall certify, in writing, attendance at compliance training. ADMINISTRATOR shall provide instructions on completing the training in a group setting while CONTRACTOR shall retain the certifications. Upon written request by

ADMINISTRATOR, CONTRACTOR shall provide copies of the certifications.

E. MEDI-CAL BILLING, CODING, AND DOCUMENTATION COMPLIANCE STANDARDS

1. CONTRACTOR shall take reasonable precaution to ensure that the coding of health care claims, billings and/or invoices for same are prepared and submitted in an accurate and timely manner and are consistent with federal, state and county laws and regulations. This includes compliance with federal and state health care program regulations and procedures or instructions otherwise communicated by regulatory agencies including the Centers for Medicare and Medicaid Services or their agents.

2. CONTRACTOR shall not submit any false, fraudulent, inaccurate and/or fictitious claims for payment or reimbursement of any kind.

3. CONTRACTOR shall bill only for those eligible services actually rendered which are also fully documented. When such services are coded, CONTRACTOR shall use proper billing codes which accurately describes the services provided and must ensure compliance with all billing and documentation requirements.

4. CONTRACTOR shall act promptly to investigate and correct any problems or errors in coding of claims and billing, if and when, any such problems or errors are identified.

5. CONTRACTOR shall promptly return any overpayments within forty-five (45) business days after the overpayment is verified by ADMINISTRATOR.

6. CONTRACTOR shall meet the HCA Quality Assessment and Performance Improvement

Standards established by Quality Management Services (QMS) and participate in the quality improvement activities developed in the implementation of the DMC-ODS /// MHP Quality

Management Program.

7. CONTRACTOR shall comply with the provisions of ADMINISTRATOR’s Cultural

Competency Plan submitted and approved by the state. ADMINISTRATOR shall update the Cultural

Competency Plan and submit the updates to the State for review and approval annually. (CCR, Title 9, §1810.410.subds.(c)-(d).

F. Failure to comply with the obligations stated in this Compliance Paragraph shall constitute a breach of the Contract on the part of CONTRACTOR and grounds for COUNTY to terminate the

Contract. Unless the circumstances require a sooner period of cure, CONTRACTOR shall have thirty

(30) calendar days from the date of the written notice of default to cure any defaults grounded on this

Compliance Paragraph prior to ADMINISTRATOR’s right to terminate this Contract on the basis of such default.

VI. CONFIDENTIALITY

A. CONTRACTOR shall maintain the confidentiality of all records, including billings and any audio and/or video recordings, in accordance with all applicable federal, state and county codes and regulations, as they now exist or may hereafter be amended or changed.

1. CONTRACTOR acknowledges and agrees that all persons served pursuant to this Contract are Clients of the Orange County Behavioral Health services system, and therefore it may be necessary for authorized staff of ADMINISTRATOR to audit Client files, or to exchange information regarding specific Clients with COUNTY or other providers of related services contracting with COUNTY.

2. CONTRACTOR acknowledges and agrees that it shall be responsible for obtaining written consents for the release of information from all persons served by CONTRACTOR pursuant to this

Contract. Such consents shall be obtained by CONTRACTOR in accordance with CCC, Division 1, Part 2.6, relating to confidentiality of medical information.

3. In the event of a collaborative service agreement between Behavioral Health services providers, CONTRACTOR acknowledges and agrees that it is responsible for obtaining releases of information, from the collaborative agency, for Clients receiving services through the collaborative agreement.

B. Prior to providing any services pursuant to this Contract, all members of the Board of Directors or its designee or authorized agent, employees, consultants, subcontractors, volunteers and interns of

CONTRACTOR shall agree, in writing, with CONTRACTOR to maintain the confidentiality of any and all information and records which may be obtained in the course of providing such services. This

Contract shall specify that it is effective irrespective of all subsequent resignations or terminations of

CONTRACTOR members of the Board of Directors or its designee or authorized agent, employees, consultants, subcontractors, volunteers and interns.

VII. CONFLICT OF INTEREST

CONTRACTOR shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with COUNTY interests. In addition to CONTRACTOR, this obligation shall apply to CONTRACTOR, CONTRACTOR’s officers, directors, employees, agents, and subcontractors associated with the provision of goods and services provided under this Contract. CONTRACTOR’s efforts shall include, but not be limited to establishing rules and procedures preventing its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence COUNTY staff or elected officers in the performance of their duties. CONTRACTOR shall notify COUNTY, in writing, of any potential or actual conflicts of interest between CONTRACTOR and COUNTY that may arise prior to, or during the period of, Contract performance, including, but not limited to, whether any known county public officer’s child is an officer or director or, or has an ownership interest of then (10) percent or more in, Contractor. While CONTRACTOR will be required to provide this information without prompting from COUNTY any time there is a change regarding conflict of interest, CONTRACTOR must also provide an update to COUNTY upon request by COUNTY. County of Orange Board of

Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest.

CONTRACTOR shall not, during the period of this Contract, employ any County employee for any purpose.

VIII. COST REPORT

A. CONTRACTOR shall submit separate individual and/or consolidated Cost Reports for Period

One, and Period Two, or for a portion thereof, to COUNTY no later than sixty (60) calendar days following the period for which they are prepared or termination of this Contract. CONTRACTOR shall prepare the individual and/or consolidated Cost Report in accordance with all applicable federal, state and COUNTY requirements, GAAP and the Special Provisions Paragraph of this Contract.

CONTRACTOR shall allocate direct and indirect costs to and between programs, cost centers, services, and funding sources in accordance with such requirements and consistent with prudent business practice, which costs and allocations shall be supported by source documentation maintained by

CONTRACTOR, and available at any time to ADMINISTRATOR upon reasonable notice. In the event

CONTRACTOR has multiple Contracts for mental health services that are administered by HCA, consolidation of the individual Cost Reports into a single consolidated Cost Report may be required, as stipulated by ADMINISTRATOR. CONTRACTOR shall submit the consolidated Cost Report to

COUNTY no later than five (5) business days following approval by ADMINISTRATOR of all individual Cost Reports to be incorporated into a consolidated Cost Report.

1. If CONTRACTOR fails to submit an accurate and complete individual and/or consolidated

Cost Report within the time period specified above, ADMINISTRATOR shall have sole discretion to impose one or both of the following:

a. CONTRACTOR may be assessed a late penalty of five hundred dollars ($500) for each business day after the above specified due date that the accurate and complete individual and/or consolidated Cost Report is not submitted. Imposition of the late penalty shall be at the sole discretion of ADMINISTRATOR. The late penalty shall be assessed separately on each outstanding individual and/or consolidated Cost Report due COUNTY by CONTRACTOR.

b. ADMINISTRATOR may withhold or delay any or all payments due CONTRACTOR pursuant to any or all Contracts between COUNTY and CONTRACTOR until such time that the accurate and complete individual and/or consolidated Cost Report is delivered to ADMINISTRATOR.

2. CONTRACTOR may request, in advance and in writing, an extension of the due date of the individual and/or consolidated Cost Report setting forth good cause for justification of the request.

Approval of such requests shall be at the sole discretion of ADMINISTRATOR and shall not be unreasonably denied.

3. In the event that CONTRACTOR does not submit an accurate and complete individual and/or consolidated Cost Report within one hundred and eighty (180) calendar days following the termination of this Contract, and CONTRACTOR has not entered into a subsequent or new contract for any other services with COUNTY, then all amounts paid to CONTRACTOR by COUNTY during the term of the Contract shall be immediately reimbursed to COUNTY.

B. The individual and/or consolidated Cost Report shall be the final financial and statistical report submitted by CONTRACTOR to COUNTY and shall serve as the basis for final settlement to

CONTRACTOR. CONTRACTOR shall document that costs are reasonable and allowable and directly or indirectly related to the services to be provided hereunder. The individual and/or consolidated Cost

Report shall be the final financial record for subsequent audits, if any.

C. Final settlement shall be based upon the actual and reimbursable costs for services hereunder, less applicable revenues and any late penalty, not to exceed COUNTY’s Total Amount Not to Exceed as set forth in the Referenced Contract Provisions of this Contract. CONTRACTOR shall not claim expenditures to COUNTY which are not reimbursable pursuant to applicable federal, state and

COUNTY laws, regulations and requirements. Any payment made by COUNTY to CONTRACTOR, which is subsequently determined to have been for an unreimbursable expenditure or service, shall be repaid by CONTRACTOR to COUNTY in cash, or other authorized form of payment, within thirty (30) calendar days of submission of the individual and/or consolidated Cost Report or COUNTY may elect to reduce any amount owed CONTRACTOR by an amount not to exceed the reimbursement due

COUNTY.

D. If the individual and/or consolidated Cost Report indicates the actual and reimbursable costs of services provided pursuant to this Contract, less applicable revenues and late penalty, are lower than the aggregate of interim monthly payments to CONTRACTOR, CONTRACTOR shall remit the difference to COUNTY. Such reimbursement shall be made, in cash, or other authorized form of payment, with the submission of the individual and/or consolidated Cost Report. If such reimbursement is not made by

CONTRACTOR within thirty (30) calendar days after submission of the individual and/or consolidated

Cost Report, COUNTY may, in addition to any other remedies, reduce any amount owed

CONTRACTOR by an amount not to exceed the reimbursement due COUNTY.

E. If the individual and/or consolidated Cost Report indicates the actual and reimbursable costs of services provided pursuant to this Contract, less applicable revenues and late penalty, are higher than the aggregate of interim monthly payments to CONTRACTOR, COUNTY shall pay CONTRACTOR the difference, provided such payment does not exceed the Total Amount Not to Exceed of COUNTY.

F. All Cost Reports shall contain the following attestation, which may be typed directly on or attached to the Cost Report:

"I HEREBY CERTIFY that I have executed the accompanying Cost Report and supporting documentation prepared by for the cost report period beginning and ending and that, to the best of my knowledge and belief, costs reimbursed through this Contract are reasonable and allowable and directly or indirectly related to the services provided and that this Cost

Report is a true, correct, and complete statement from the books and records of

(provider name) in accordance with applicable instructions, except as noted. I also hereby certify that I have the authority to execute the accompanying Cost Report.

Signed

Name

Title

Date "

IX. DEBARMENT AND SUSPENSION CERTIFICATION

A. CONTRACTOR certifies that it and its principals:

1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency.

2. Have not within a three-year period preceding this Contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property.

3. Are not presently indicted for or otherwise criminally or civilly charged by a federal, state, or local governmental entity with commission of any of the offenses enumerated in Subparagraph A.2.

above.

4. Have not within a three-year period preceding this Contract had one or more public transactions (federal, state, or local) terminated for cause or default.

5. Shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under federal regulations (i.e., 48 CFR Part 9, Subpart 9.4), debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction unless authorized by the State of California.

6. Shall include without modification, the clause titled “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion Lower Tier Covered Transaction,” (i.e., transactions with sub-grantees and/or contractors) and in all solicitations for lower tier covered transactions in accordance with 2 CFR Part 376.

B. The terms and definitions of this paragraph have the meanings set out in the Definitions and

Coverage sections of the rules implementing 51 F.R. 6370.

C. County shall not subcontract with or employ any party listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2

CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp. p. 189) and 12689 (3 CFR part 1989., p. 235), “Debarment and Suspension.” SAM exclusions contain the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

D. The County shall advise all subcontractors of their obligation to comply with applicable federal debarment and suspension regulations, in addition to the requirements set forth in 42 CFR Part 1001.

E. If a County subcontracts or employs an excluded party, DHCS has the right to withhold payments, disallow costs, or issue a CAP, as appropriate, pursuant to HSC Code 11817.8(h).

X. DELEGATION, ASSIGNMENT, AND SUBCONTRACTS

A. No performance of this Contract or any portion thereof may be subcontracted or otherwise delegated by CONTRACTOR, in whole or in part, without first obtaining the prior express written consent of COUNTY. Any attempt by CONTRACTOR to subcontract or delegate any performance of this Contract without the prior express written consent of COUNTY shall be invalid and shall constitute a material breach of this Contract, and any attempted assignment or delegation in derogation of this paragraph shall be void. In the event that CONTRACTOR is authorized by COUNTY to subcontract, this Contract shall take precedence over the terms of the agreement between CONTRACTOR and subcontractor, and any agreement between CONTRACTOR and a subcontractor shall incorporate by reference the terms of this Contract. CONTRACTOR shall remain responsible for the performance of this Contract and indemnification of COUNTY notwithstanding the COUNTY’s consent to

CONTRATOR’s request for approval of a subcontractor. Under no circumstances shall COUNTY be required to directly monitor the performance of any subcontractor. All work performed by a subcontractor must be monitored by CONTRACTOR and must meet the approval of the County of

Orange pursuant to the terms of this Contract.

B. CONTRACTOR agrees that if there is a change or transfer in ownership of CONTRACTOR’s business prior to completion of this Contract, and COUNTY agrees to an assignment of the Contract, the new owners shall be required under the terms of sale or other instruments of transfer to assume

CONTRACTOR’s duties and obligations contained in this Contract and complete them to the satisfaction of COUNTY. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the prior written consent of COUNTY.

1. If CONTRACTOR is a nonprofit organization, any change from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal

Government. Any attempted assignment or delegation in derogation of this subparagraph shall be void.

2. If CONTRACTOR is a for-profit organization, any change in the business structure, including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of

CONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a change in fifty percent (50%) or more of Board of Directors or any governing body of CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void.

3. If CONTRACTOR is a governmental organization, any change to another structure, including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void.

4. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment.

5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification within thirty (30) calendar days to

ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of CONTRACTOR at one time.

6. COUNTY reserves the right to immediately terminate the Contract in the event COUNTY determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to

COUNTY for the provision of services under the Contract.

C. CONTRACTOR’s obligations undertaken pursuant to this Contract may be carried out by means of subcontracts, provided such subcontractors are approved in advance by ADMINISTRATOR, meet the requirements of this Contract as they relate to the service or activity under subcontract, include any provisions that ADMINISTRATOR may require, and are authorized in writing by

ADMINISTRATOR prior to the beginning of service delivery.

1. After approval of the subcontractor, ADMNISTRATOR may revoke the approval of the subcontractor upon five (5) calendar days’ written notice to CONTRACTOR if the subcontractor subsequently fails to meet the requirements of this Contract or any provisions that ADMINISTRATOR has required. ADMINISTRATOR may disallow subcontractor expenses reported by CONTRACTOR.

2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Contract.

3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph.

4. This provision shall not be applicable to service agreements usually and customarily entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services provided by consultants.

D. CONTRACTOR shall notify COUNTY in writing of any change in CONTRACTOR’s status with respect to name changes that do not require an assignment of the Contract.

E. Notification of Litigation, Incidents, Claims or Suits: CONTRACTOR shall report to

COUNTY, in writing within twenty-four (24) hours of occurrence, the following:

1. Any instance in which CONTRACTOR becomes a party to any litigation against

COUNTY, or a party to litigation that may reasonably affect CONTRACTOR’s performance under this

Contract. While CONTRACTOR is required to provide this information without prompting from

COUNTY, any time there is a change to CONTRACTOR’s litigation status, CONTRACTOR must also provide an update to COUNTY whenever requested by COUNTY.

2. Any accident or incident relating to services performed under this Contract that involves injury or property damage which may result in the filing of a claim or lawsuit against CONTRACTOR and/or COUNTY.

3. Any third party claim or lawsuit filed against CONTRACTOR arising from or relating to services performed by CONTRACTOR under this Contract.

4. Any injury to an employee of CONTRACTOR that occurs on COUNTY property.

5. Any loss, disappearance, destruction, misuse or theft of any kind whatsoever of COUNTY property, monies or securities entrusted to CONTRACTOR under the term of this Contract.

6. Any Notice of Contract Breach, or equivalent, received from any entity for whom

CONTRACTOR is providing the same or similar services, under a written contract, regardless of service location or jurisdiction.

F. CONTRACTOR must notify COUNTY in writing: (1) within thirty (30) calendar days of

CONTRACTOR being placed on a corrective action plan by COUNTY or any other government entity or private organization; (2) within sixty (60) calendar days of Contractor becoming a party to any litigation against COUNTY, or a party to litigation that may reasonably affect Contractor’s performance under the Contract; and (3) within ninety (90) calendar days of a lien attaching to real property and/or personal property related to the Contract or CONTRACTOR’s performance under the Contract. While

CONTRACTOR must provide the required notice without prompting from COUNTY, CONTRACTOR must provide an update of this information to COUNTY upon COUNTY’s request.

XI. DISPUTE RESOLUTION

A. The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by CONTRACTOR and ADMINISTRATOR, such matter shall be brought to the attention of the COUNTY Purchasing Agency by way of the following process:

1. CONTRACTOR shall submit to the COUNTY Purchasing Agency a written demand for a final decision regarding the disposition of any dispute between the Parties arising under, related to, or involving this Contract, unless COUNTY, on its own initiative, has already rendered such a final decision.

2. CONTRACTOR’s written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, CONTRACTOR shall include with the demand a written statement signed by an authorized representative indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which CONTRACTOR believes COUNTY is liable.

B. Pending the final resolution of any dispute arising under, related to, or involving this Contract, CONTRACTOR must proceed diligently with the performance of services secured via this Contract, including the delivery of goods and/or provision of services. CONTRACTOR's failure to proceed diligently shall be considered a material breach of this Contract.

C. Any final decision of COUNTY shall be expressly identified as such, shall be in writing, and shall be signed by a COUNTY Deputy Purchasing Agent or designee. If COUNTY does not render a decision within ninety (90) calendar days after receipt of CONTRACTOR's demand, it shall be deemed a final decision adverse to CONTRACTOR's contentions.

D. This Contract has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in

Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the Parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.

XII. EMPLOYEE ELIGIBILITY VERIFICATION

CONTRACTOR attests that it shall fully comply with all federal and state statutes and regulations regarding the employment of aliens and others and to ensure that employees, subcontractors, and consultants performing work under this Contract meet the citizenship or alien status requirements set forth in federal statutes and regulations. CONTRACTOR shall obtain, from all employees, subcontractors, and consultants performing work hereunder, all verification and other documentation of employment eligibility status required by federal or state statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 USC §1324 et seq., as they currently exist and as they may be hereafter amended. CONTRACTOR shall retain all such documentation for all covered employees, subcontractors, and consultants for the period prescribed by the law.

XIII. EQUIPMENT

A. Unless otherwise specified in writing by ADMINISTRATOR, Equipment is defined as all property of a Relatively Permanent nature with significant value, purchased in whole or in part by

ADMINISTRATOR to assist in performing the services described in this Contract. “Relatively

Permanent” is defined as having a useful life of one (1) year or longer. Equipment which costs $5,000 or over, including freight charges, sales taxes, and other taxes, and installation costs are defined as

Capital Assets. Equipment which costs between $600 and $5,000, including freight charges, sales taxes and other taxes, and installation costs, or electronic equipment that costs less than $600 but may contain

PHI or PII, are defined as Controlled Equipment. Controlled Equipment includes, but is not limited to phones, tablets, audio/visual equipment, computer equipment, and lab equipment. The cost of

Equipment purchased, in whole or in part, with funds paid pursuant to this Contract shall be depreciated according to GAAP.

B. CONTRACTOR shall obtain ADMINISTRATOR’s written approval prior to purchase of any

Equipment with funds paid pursuant to this Contract. Upon delivery of Equipment, CONTRACTOR shall forward to ADMINISTRATOR, copies of the purchase order, receipt, and other supporting documentation, which includes delivery date, unit price, tax, shipping and serial numbers.

CONTRACTOR shall request an applicable asset tag for said Equipment and shall include each purchased asset in an Equipment inventory.

C. Upon ADMINISTRATOR’s prior written approval, CONTRACTOR may expense to

COUNTY the cost of the approved Equipment purchased by CONTRACTOR. To “expense,” in relation to Equipment, means to charge the proportionate cost of Equipment in the fiscal year in which it is purchased. Title of expensed Equipment shall be vested with COUNTY.

D. CONTRACTOR shall maintain an inventory of all Equipment purchased in whole or in part with funds paid through this Contract, including date of purchase, purchase price, serial number, model and type of Equipment. Such inventory shall be available for review by ADMINISTRATOR, and shall include the original purchase date and price, useful life, and balance of depreciated Equipment cost, if any.

E. CONTRACTOR shall cooperate with ADMINISTRATOR in conducting periodic physical inventories of all Equipment. Upon demand by ADMINISTRATOR, CONTRACTOR shall return any or all Equipment to COUNTY.

F. CONTRACTOR must report any loss or theft of Equipment in accordance with the procedure approved by ADMINISTRATOR and the Notices Paragraph of this Contract. In addition, CONTRACTOR must complete and submit to ADMINISTRATOR a notification form when items of

Equipment are moved from one location to another or returned to COUNTY as surplus.

G. Unless this Contract is followed without interruption by another agreement between the Parties for substantially the same type and scope of services, at the termination of this Contract for any cause, CONTRACTOR shall return to COUNTY all Equipment purchased with funds paid through this

Contract.

H. CONTRACTOR shall maintain and administer a sound business program for ensuring the proper use, maintenance, repair, protection, insurance, and preservation of COUNTY Equipment.

I. The total cost of all Equipment purchases shall not exceed $50,000 annually.

XIV. FACILITIES, PAYMENTS AND SERVICES

A. CONTRACTOR agrees to provide the services, staffing, facilities, and supplies in accordance with this Contract. COUNTY shall compensate, and authorize, when applicable, said services.

CONTRACTOR shall operate continuously throughout the term of this Contract with at least the minimum number and type of staff which meet applicable federal and state requirements, and which are necessary for the provision of the services hereunder.

B. In the event that CONTRACTOR is unable to provide the services, staffing, facilities, or supplies as required, ADMINISTRATOR may, at its sole discretion, reduce the Total Amount Not To

Exceed for the appropriate Period as well as the Total Amount Not to Exceed. The reduction to the

Amount Not to Exceed for the appropriate Period as well as the Total Amount Not to Exeed shall be in an amount proportionate to the number of days in which CONTRACTOR was determined to be unable to provide services, staffing, facilities or supplies.

XV. INDEMNIFICATION AND INSURANCE

A. CONTRACTOR agrees to indemnify, defend with counsel approved in writing by

COUNTY, and hold COUNTY, its elected and appointed officials, officers, employees, agents and those special districts and agencies for which COUNTY’s Board of Supervisors acts as the governing Board

(“COUNTY INDEMNITEES”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by CONTRACTOR pursuant to this Contract. If judgment is entered against CONTRACTOR and COUNTY by a court of competent jurisdiction because of the concurrent active negligence of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and

COUNTY agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment.

B. Prior to the provision of services under this Contract, CONTRACTOR agrees to carry all required insurance at CONTRACTOR’s expense, including…