Attachment_A_-_Model_Contract_revised,_10.7.2026.pdf

County of Orange

OC Community Resources

RFP 012-2831101-RG

Senior Non-Emergency Medical Transportation Services

RFP 012-2831101-

RG

Contract RFP 012-2831101-RG

For

Senior Non-Emergency Medical Transportation Services

Between

County of Orange, OC Community Resources

And

TBD

RFP 012-2831101-RG

Senior Non-Emergency Medical Transportation Services

RFP 012-2831101-

RG

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BETWEEN

COUNTY OF ORANGE

AND

TBD

FOR

Senior Non-Emergency Medical Transportation Services

This Contract RFP 012-2831101-RG for Senior Non-Emergency Medical Transportation Services

(Contract) is made and entered into as of the date fully executed by and between the County of Orange, a political subdivision of the State of California (“County”), and TBD, a California Corporation (Contractor), with County and Contractor sometimes referred to as Party or collectively as Parties.

ATTACHMENTS

This Contract is comprised of this document and the following Attachments, which are attached hereto and incorporated by reference into this Contract:

Attachment A – Scope of Work

Attachment B – Payment and Compensation

Attachment C - Budget Schedule

Attachment D - Staffing Plan

Attachment E - Performance Standards

Attachment F - Cooperative Agreement No. C-1-3446 between the Orange County

Transportation Authority and the County of Orange and Amendment Numbers 1 and 2 thereto.

RECITALS

WHEREAS, Contractor and County are entering into this Contract for Senior Non-Emergency Medical

Transportation Services under a usage Contract; and, WHEREAS, County solicited Contract for Senior Non-Emergency Medical Transportation Services as set forth herein, and Contractor represented that it is qualified to provide Senior Non-Emergency Medical

Transportation Services to the County as further set forth here; and, WHEREAS, Contractor agrees to provide Senior Non-Emergency Medical Transportation Services to the

County as further set forth in the Scope of Work, attached hereto as Attachment A; and, WHEREAS, County agrees to pay Contractor based on the schedule of fees set forth in

Payment/Compensation, attached hereto as Attachment B; and, WHEREAS, Contractor agrees to manage allotted funding set forth in the Budget Schedule, attached hereto as Attachment C; and, WHEREAS, Contractor agrees to meet the Staffing Plan requirements set forth in attached hereto as

Attachment D; and, RFP 012-2831101-RG

Senior Non-Emergency Medical Transportation Services

WHEREAS, Contractor agrees to meet the Performance Standards requirements set forth in attached hereto as Attachment E; and, WHEREAS, the County Board of Supervisors has authorized the Procurement Officer or designee to enter into a Contract for Senior Non-Emergency Medical Transportation Services with the Contractor; and, NOW, THEREFORE, the Parties mutually agree as follows:

DEFINITIONS

Base Rate means the fixed reimbursement amount paid by the County for each eligible completed one-way trip, as established in this Contract. The Base Rate is intended to compensate the Contractor for fixed operating costs associated with providing transportation services, including but not limited to scheduling, dispatch, administration, insurance, vehicle readiness, driver compensation, and related overhead expenses.

Client means an individual who has been determined eligible by the County or Contractor, in accordance with the SNEMT Program Guide, to receive Senior Non-Emergency Medical Transportation (SNEMT) services under this Contract.

Completed One-Way Trip means a single transportation movement in which an eligible Client is successfully transported from an authorized pickup location to an authorized destination in accordance with this Contract and the SNEMT Program Guide.

Curb-to-Curb Service means transportation in which assistance is provided between the vehicle and the curb or immediate loading area at the pickup and destination locations, unless additional assistance is required by law or approved by the County.

Door-to-Door Service means transportation in which assistance is provided between the exterior door of the pickup location and the exterior door of the destination location, consistent with the requirements established in the SNEMT Program Guide.

Eligible Client means a Client who meets all eligibility requirements established by the County, including but not limited to age, residency, functional need, and any other eligibility criteria specified in the Scope of

Work and SNEMT Program Guide, and who has an approved application on file.

Loaded Miles means the mileage accumulated while an Eligible Client is physically occupying the vehicle, measured from the pickup location to the drop-off location. Loaded Miles exclude Deadhead Mileage and all other non-client transportation mileage.

Medically Necessary Trip means a one-way transportation trip provided to enable an Eligible Client to obtain medically necessary health care services, treatments, diagnostic testing, rehabilitation services, behavioral health services, pharmacy services, or other health-related appointments approved under the

SNEMT Program Guide.

Mileage Rate means the reimbursement amount paid per Loaded Mile for eligible Completed One-Way

Trips as established in this Contract. The Mileage Rate is intended to compensate the Contractor for variable operating costs, including but not limited to fuel, oil, tires, routine maintenance, and repairs.

One-Way Trip means transportation provided in a single direction between one authorized origin and one authorized destination for an Eligible Client. A return trip constitutes a separate One-Way Trip.

Personal Care Attendant (PCA) means an individual designated to accompany and assist an Eligible

Client whose medical, physical, cognitive, or functional condition requires personal assistance during

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transportation. A PCA is not considered a fare-paying passenger and may accompany the Client only when identified as necessary during the eligibility determination process or otherwise approved in accordance with the SNEMT Program Guide.

Program Guide or SNEMT Program Guide means the County-approved Senior Non-Emergency

Medical Transportation (SNEMT) Program Guide, as amended from time to time, which establishes detailed operational requirements, eligibility criteria, documentation standards, forms, policies, procedures, service requirements, and administrative instructions incorporated into this Contract by reference.

Program Income means gross income earned by the Contractor that is directly generated through activities supported by this Contract, including but not limited to required Client user fees, voluntary cash contributions, donations, fundraising proceeds, or other revenues attributable to the SNEMT Program.

Service Area means the geographic area assigned by the County for the delivery of SNEMT services under this Contract and identified in the applicable solicitation documents or Contract award.

Shared Ride means a transportation trip during which two (2) or more Eligible Clients are transported in the same vehicle for all or a portion of their trips, provided that service quality, safety, and maximum ride time requirements established by the County are maintained.

Unloaded Miles means vehicle mileage traveled when an eligible Client is not occupying the vehicle, including travel to pick up a Client, return travel after drop-off, repositioning travel, maintenance travel, or any other non-revenue mileage. Deadhead Mileage is not reimbursable under this Contract.

User Fee means the County-authorized Client contribution collected by the Contractor for each eligible

Completed One-Way Trip. Unless otherwise approved by the County, the User Fee shall be two dollars

($2.00) per Completed One-Way Trip and may be waived in accordance with County-approved financial hardship procedures established in the SNEMT Program Guide.

ARTICLES

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GENERAL TERMS AND CONDITIONS

1. Governing Law and Venue:

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.

2. Entire Contract:

This Contract contains the entire Contract between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited to installers of software, shall not be valid or binding on County unless accepted in writing by County’s Procurement Agent or designee.

3. Amendments:

No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the parties; no oral understanding or agreement not incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing.

4. Taxes:

Intentionally Left Blank.

5. Delivery:

Time of delivery of commodities and services is of the essence in this Contract. County reserves the right to refuse any commodities and services and to cancel all or any part of the commodities not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed scope of work. Acceptance of any part of the order for commodities shall not bind County to accept future shipments nor deprive it of the right to return commodities already accepted at Contractor’s expense. Over shipments and under shipments of commodities shall be only as agreed to in writing by

County. Delivery shall not be deemed to be complete until all commodities or services have actually been received and accepted in writing by County.

6. Acceptance Payment:

Unless otherwise agreed to in writing by County, 1) acceptance shall not be deemed complete unless in writing and until all the services have actually been received, inspected, and tested to the satisfaction of

County, and 2) payment shall be made in arrears after satisfactory acceptance.

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7. Warranty:

Contractor expressly warrants that the services covered by this Contract are 1) free of liens or encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3) fit for the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement upon Contractor’s part to indemnify, defend and hold County and its indemnities as identified in the

Insurance and Indemnification section, and as more fully described in the Insurance and Indemnification section harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by County by reason of the failure of the services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the

California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.

8. Patent/Copyright Materials/Proprietary Infringement:

Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance with the more specific requirement contained in the Insurance and Indemnification section, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees.

9. Assignment:

The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the Parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned by Contractor without the express written consent of County. Any attempt by Contractor to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract.

10. Non-Discrimination:

In the performance of this Contract, Contractor agrees that it will comply with the requirements of Section

1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to penalties pursuant to Section

1741 of the California Labor Code.

11. Termination:

In addition to any other remedies or rights it may have by law, County has the right to immediately terminate this Contract without penalty, cost, expense or liability of any kind for cause or after 30 days’ written notice without cause, unless otherwise specified. Cause shall be defined as any material breach of contract, any misrepresentation or fraud on the part of Contractor. Exercise by County of its right to terminate Contract shall relieve County of all further obligation, cost, expense or liability of any kind.

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County may terminate this Contract and be relieved of the payment of any compensation to Contractor.

In the event of such termination, County may proceed with the work for which this Contract provides in any manner deemed proper by County. The cost to County of completing the work for which this Contract provides shall be deducted from any sums due Contractor under this Contract but Contractor shall not be relieved of liability. Notwithstanding the above, Contractor shall not be relieved of liability to County for damages sustained by County by virtue of any breach of this Contract by Contractor, and County may withhold any payments to Contractor until such time as the exact amount of damages due County from

Contractor is determined.

2. Termination for convenience. County may terminate this Contract, without cause, upon thirty (30) days written notice to Contractor, except County may terminate this Contract for failure of any of the funding contingencies set forth in Paragraph BB, Contingency of Funds, upon ten (10) days written notice to

Contractor.

3. Return of funds. Contractor agrees that upon expiration or notice of termination of this Contract or dissolution of Contractor’s entity, Contractor shall, immediately upon written demand, return to County all funds paid to Contractor by County, which are not payable for goods or services delivered prior to the termination or expiration of this Contract or the dissolution of Contractor’s entity.

4. Cancellation of commitments/termination claim. After receipt of notice of termination, Contractor shall cancel outstanding commitments required by this Contract.

i. With respect to the above-cancelled commitments, Contractor agrees to provide, within ten (10) days of a notice of termination, a plan for settlement of all outstanding liabilities and all claims arising out of such cancellation of commitments. Such plan shall be subject to the approval of Administrator.

ii. Contractor shall submit a termination claim to Administrator promptly after receipt of a notice of termination, but in no event later than sixty (60) days from the effective date thereof unless an extension, in writing, is granted by Administrator.

12. Consent to Breach Not Waiver:

No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

13. Independent Contractor:

Contractor shall be considered an independent contractor and neither Contractor, its employees, nor anyone working under Contractor shall be considered an agent or an employee of the County. Neither Contractor, its employees nor anyone working under Contractor shall qualify for workers’ compensation or other fringe benefits of any kind through the County. Contractor will be responsible for any and all tax consequences of receiving grant funds including, but not limited to, issuance of a Form 1099 by the County.

14. Performance Warranty:

Contractor shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to County’s satisfaction. Contractor shall be responsible for the professional quality, technical

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assurance, timely completion and coordination of all documentation and other commodities/services furnished by Contractor under this Contract. Contractor shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Contractor shall be fully responsible for all work performed by subcontractors.

15. Changes:

Contractor shall make no changes in the work or perform any additional work without County’s specific written approval.

16. Change of Ownership/Name, Litigation Status, Conflicts with County Interests:

Contractor agrees that if there is a change or transfer in ownership of Contractor’s business prior to completion of this Contract, and the 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 the County.

County reserves the right to immediately terminate the Contract in the event the County determines that the assignee is not qualified or is otherwise unacceptable to the County for the provision of services under the

Contract.

In addition, Contractor has the duty to notify the County in writing of any change in the Contractor’s status with respect to name changes that do not require an assignment of the Contract. The Contractor is also obligated to notify the County in writing if the Contractor becomes a party to any litigation against the

County, or a party to litigation that may reasonably affect the Contractor’s performance under the Contract, as well as any potential conflicts of interest between Contractor and County that may arise prior to or during the period of Contract performance. While Contractor will be required to provide this information without prompting from the County any time there is a change in Contractor’s name, conflict of interest or litigation status, Contractor must also provide an update to the County of its status in these areas whenever requested by the County.

The 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 the Contractor, this obligation shall apply to the

Contractor’s employees, agents, and subcontractors associated with the provision of goods and services provided under this Contract. The 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.

17. Force Majeure:

Contractor shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided Contractor gives written notice of the cause of the delay to County within 36 hours of the start of the delay and Contractor avails himself of any available remedies.

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18. Confidentiality:

Contractor agrees to maintain the confidentiality of all County and County-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Contractor and Contractor’s staff, agents and employees.

19. Compliance with Laws:

Contractor represents and warrants that services to be provided under this Contract shall fully comply, at

Contractor’s expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively “laws”), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by

County. Contractor acknowledges that County is relying on Contractor to ensure such compliance, and pursuant to the requirements of the Insurance and Indemnification section, Contractor agrees that it shall defend, indemnify and hold County and County Indemnitees harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws.

Contractor shall remain in compliance and in good standing, maintaining current and active business entity and/or nonprofit registration status, with all applicable federal, state and local registration requirements at the time of execution of the contract through the duration of the term of the Contract, and shall provide annual confirmation of current and active status to County through the term of the Contract.

20. Freight:

Intentionally Left Blank.

21. Severability:

If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.

22. Attorney Fees:

In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney’s fees, costs and expenses.

23. Interpretation:

This Contract has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil Code

Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to affect the purpose of the Parties and this Contract.

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24. Employee Eligibility Verification:

Contractor warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statutes and regulations. Contractor shall obtain, from all employees 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 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. Contractor shall retain all such documentation for all covered employees for the period prescribed by the law. Contractor shall indemnify, defend with counsel approved in writing by

County, and hold harmless, County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against Contractor or County or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract.

25. Audits/Inspections:

Contractor agrees to permit County’s Auditor-Controller or the Auditor-Controller’s authorized representative (including auditors from a private auditing firm hired by County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of Contract including, but not limited to, the costs of administering Contract. County will provide reasonable notice of such an audit or inspection.

County reserves the right to audit and verify Contractor’s records before final payment is made.

Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to County to audit records and interview staff of any subcontractor related to performance of this Contract.

Should Contractor cease to exist as a legal entity, Contractor’s records pertaining to this Contract shall be forwarded to County’s project manager.

26. Contingency of Funds:

Contractor acknowledges that funding or portions of funding for this Contract may be contingent upon

County budget approval; receipt of funds from, and/or obligation of funds by the Orange County

Transportation Authority to County; and inclusion of sufficient funding for the services hereunder in the budget approved by County’s Board of Supervisors for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract without penalty by providing at least ten (10) days' prior written notice to the Contractor.

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27. Expenditure Limit:

Contractor shall notify County of Orange assigned Deputy Procurement Agent in writing when the expenditures against Contract reach 75 percent of the dollar limit on Contract. County will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on the

Contract unless a written and approved change order to cover those costs has been issued. Board of

Supervisors approval may be required.

28. California Public Records Act:

Contractor and County agree and acknowledge that all information and documents related to the award and performance of this Contract may be subject to disclosure pursuant to the California Public Records Act, California Government Code Section 7920.000 et seq. Contractor shall not respond to any California Public

Records Act request directed at County; all responses shall be handled by County.

INDEMNIFICATION AND INSURANCE PROVISIONS

1. Indemnification

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 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. Notwithstanding anything stated above, nothing contained herein shall relieve Contractor of any insurance requirements of obligations created elsewhere in this Contract.

2. General Insurance Requirements

Contractor will need to comply with the following insurance requirements if making the deliveries to the

County. No insurance is required if a common carrier makes deliveries to the County.

Prior to the provision of services under this Contract, the Contractor agrees to carry all required insurance at Contractor’s expense, including all endorsements required herein. Contractor agrees to keep such insurance coverage current, provide Certificates of Insurance, and endorsements to the County during the entire term of this Contract.

The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract, nor act in any way to reduce the policy coverage and limits available from the insurer. Any failure on the part of the

County to monitor or enforce compliance with any of the insurance requirements shall not be construed as a waiver of any required insurance provisions herein.

Evidence of Insurance

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Insurance certificates and all endorsements shall be forwarded to the County agency/department. The name of the Insured Party on the Certificate of Insurance shall match the name of the Contractor identified in the

Contract.

If the Contractorfails to provide the insurance certificates and endorsements within seven (7) days of notification by CEO/Procurement or the agency/department procurement division, award may be made to the next qualified supplier.

Failure to maintain and/or provide evidence of insurance acceptable to the County for the full term of this

Contract shall constitute a material breach, upon which the County may terminate this Contract.

Cancellation and Changes in Insurance

Contractor shall provide thirty (30) days prior written notice to the County of any policy cancellation or non-renewal and ten (10) days prior written notice where cancellation is due to non-payment of premium and provide a copy of the cancellation notice to County. Failure to provide written notice of cancellation may constitute a material breach of the Contract, upon which the County may suspend or terminate this

Contract.

Insurance requirements are subject to periodic review by County. County retains the right to require additional types of insurance coverage or higher limits throughout the term of this Contract. Any change will be deemed by County Risk Manager as appropriate to adequately protect County’s risk. County shall notify Contractor in writing of changes in the insurance requirements. If Contractor does not provide acceptable Certificates of Insurance and endorsements to County incorporating such changes within thirty

(30) days of receipt of such notice, this Contract may be in breach without further notice to Contractor, and

County shall be entitled to all legal remedies.

Subcontractor Insurance Requirements

All subcontractors performing work on behalf of Contractor pursuant to this Contract shall be included under Contractor’s insurance as an Additional Insured or shall maintain insurance subject to the same requirements as Contractor (unless specified below). Contractor shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Contractor under this

Contract. Contractor shall provide the insurance requirements to every subcontractor and shall be responsible for verifying each subcontractor complies with the required insurance prior to allowing any subcontractor to begin work. Evidence of subcontractor’s insurance must be maintained by

Contractor through the entirety of this Contract for inspection by County at any reasonable time.

Self Insured Retention (SIR)

All SIR’s shall be clearly stated on the Certificate of Insurance. Any SIR above Fifty Thousand Dollars

$50,000 shall specifically be approved by the County’s Risk Manager, or designee. The County reserves the right to require current audited financial reports from Contractor as evidence it can support the SIR.

Qualified Insurer

The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M.

Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's

Key Rating Guide/Property-Casualty/United States or ambest.com).

Waiver of subrogation

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All insurance policies required by this Contract shall waive all rights of subrogation against the County of

Orange, its elected and appointed officials, officers, employees, and agents when acting within the scope of their appointment or employment.

Umbrella or Excess Insurance

If Contractor utilizes combination of umbrella or excess policies to satisfy the required insurance, these policies must “follow form” and afford no less coverage than the primary policy.

Insurance Coverages and Limits:

Contractor shall maintain throughout the contract the minimum limits and coverage as set forth below.

3. Commercial General Liability

Minimum limits and coverage

$1,000,000 per occurrence; $2,000,000 aggregate

Required Coverage

Shall be written on occurrence basis utilizing Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad. The Commercial General Liability policy shall contain a severability of interests “separation of insureds” clause and include coverage for products completed operations, personal and advertising, and contractual liability.

Required Endorsements

The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance:

A. An Additional Insured endorsement using ISO form CG 20 26 04 13 or a form at least as broad naming the County of Orange, its elected and appointed officials, officers, employees, and agents as Additional Insureds, or provide blanket coverage which shall state As Required by

Written Contract.

B. A primary non-contributing endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Contractor’s insurance is primary, and any insurance or self-insurance maintained by the County shall be excess and non-contributing.

4. Automobile Liability

Minimum limits and coverage

$1,000,000 combined Single Limit

Required Coverage

The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00

20, or a substitute form providing coverage at least as broad. The policy shall include coverage for owned or scheduled (if applicable), non-owned, and hired vehicles.

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5. Workers' Compensation

Minimum limits and coverage

Statutory

Coverage is required for all employees providing services pursuant to the Contract. Worker’s

Compensation coverage shall meet all the requirements of the State of California Labor Code.

Required Endorsements

The Workers’ Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and appointed officials, officers, employees, and agents or provide blanket coverage, which will state As Required by Written Contract.

If Contractor has no employees, it may certify to County that it does not currently have any employees or individuals who are defined as “employees” under the Labor Code by signing a County waiver. The waiver shall be reviewed and will require approval from the County Risk Manager or designee.

6. Employers Liability Insurance

Minimum limits and coverage

$1,000,000 per accident or disease

7. Network Security & Privacy Liability

Minimum limits and coverage

$1,000,000 per claims-made

Coverage may be standalone or combined with a Cyber Liability policy. If combined, the Certificate of

Insurance must indicate “Network Security & Privacy Liability” with the required limits shown.

The policy shall include coverage to sufficiently cover all the actions of the Contractor including but not limited to claims for Network Security, Privacy Liability, Media Liability, Cyber Extortion, Regulatory

Proceeding, Data Breach, System Failure, Electronic Data Recovery, and Payment Card Industry Data

Security Standard (PCI-DSS), and Social Engineering. Coverage shall also include breach response costs, credit monitoring and regulatory fines.

Claims-Made Coverage

If Contractor's Network Security & Privacy Liability is a "Claims-Made" policy, Contractor shall agree to the following:

A. The retroactive date must be shown and must be before the date of the Contract or the beginning of the Contract services.

B. Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after expiration or earlier termination of Contract services.

C. If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the contract services, Contractor must purchase

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a claim extended reporting period for a minimum of three (3) years after expiration of earlier termination of the Contract services.

8. Professional Liability

Minimum limits and coverage

$1,000,000 per claims-made or occurrence; $1,000,000 aggregate

Coverage for all claims from any actual or alleged negligent act, error, or omission related to professional services required under this Contract. Coverage may be standalone or combined with another Liability policy. If combined, the total combined limit shall be the same or greater than if the policies were separate.

Claims-Made Coverage

If Contractor's Professional Liability is a "Claims-Made" policy, Contractor shall agree to the following:

A. The retroactive date must be shown and must be before the date of the Contract or the beginning of the Contract services.

B. Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after expiration or earlier termination of Contract services.

C. If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the contract services, Contractor must purchase a claim extended reporting period for a minimum of three (3) years after expiration of earlier termination of the Contract services.

9. Employee Dishonesty

Minimum coverage

Coverage must include property of third party/County.

A. Amount commensurable to the exposure.

B. The County of Orange shall be the loss payee on the Employee Dishonesty coverage. A Loss

Payee endorsement evidencing that the County of Orange is a Loss Payee shall accompany the

Certificate of Insurance.

ADDITIONAL TERMS AND CONDITIONS

1. Scope of Contract:

This Contract specifies contractual terms and conditions by which County will procure Senior Non-

Emergency Medical Transportation Services from Contractor as further detailed in the Scope of Work, identified and incorporated herein by this reference as “Attachment A”.

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2. Term of Contract:

The initial term of this Contract shall become effective Thursday, July 1, 2027 and shall continue for three

(3) calendar years, unless otherwise terminated as provided herein.

3. Adjustments – Scope of Work:

No adjustments made to the Scope of Work will be authorized without prior written approval of County assigned Deputy Procurement Agent (DPA).

4. Bills and Liens:

Contractor shall pay promptly all indebtedness for labor, materials and equipment used in performance of the work. Contractor shall not permit any lien or charge to attach to the work or the premises, but if any does so attach, Contractor shall promptly procure its release and, in accordance with the requirements of

Article“Indemnification” above, indemnify, defend, and hold County harmless and be responsible for payment of all costs, damages, penalties and expenses related to or arising from or related thereto.

5. Breach of Contract:

The failure of Contractor to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract:

A. Terminate Contract immediately, pursuant to the General Terms and Conditions section, "Termination" Article herein;

B. Afford Contractor written notice of the breach and ten (10) calendar days or such shorter time that may be specified in this Contract within which to cure the breach;

C. Discontinue payment to the Contactor for and during the period in which Contractor is in breach;

and

D. Offset against any monies billed by Contractor but yet unpaid by County those monies disallowed pursuant to the above.

6. Civil Rights:

Contractor attests that services provided shall be in accordance with the provisions of Title VI and Title VII of the Civil Rights Act of 1964, as amended, Section 504 of the Rehabilitation Act of 1973, as amended;

the Age Discrimination Act of 1975 as amended; Title II of the Americans with Disabilities Act of 1990, and other applicable State and federal laws and regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group identification, age, religion, marital status, sex or disability.

7. Conflict of Interest – Contractor’s Personnel:

Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of County. This obligation shall apply to Contractor, Contractor’s officers, directors, employees, agents, and subcontractors associated with accomplishing work and services hereunder. Contractor’s efforts shall include, but not be limited to establishing precautions to prevent its

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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 from acting in the best interests of County.

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 of, or has an ownership interest of ten (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.

The Contractor shall not use moneys provided under this Contract to pay or reimburse any staff person of

Contractor or any consultant to Contractor, if such staff person or consultant is a member of the Board of

Directors, or other official governing body, of Contractor. Contractor shall further be subject to the full texts of local, State and federal conflict of interest statutes applicable to this Contract.

8. Conflict of Interest – County Personnel:

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.

The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the County. This obligation shall apply to the Contractor; the

Contractor’s employees, agents, and subcontractors associated with accomplishing work and services hereunder. The Contractor’s efforts shall include, but not be limited to establishing precautions to prevent 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 from acting in the best interests of the County.

The Contractor shall not use moneys provided under this Contract to pay or reimburse any staff person of

Contractor or any consultant to Contractor, if such staff person or consultant is a member of the Board of

Directors, or other official governing body, of Contractor. Contractor shall further be subject to the full texts of local, State and federal conflict of interest statutes applicable to this Contract.

9. W-9/W-8 Requirements:

Department of the Treasury, Internal Revenue Service Form W-9 Requirement:

Effective June 3, 2006, all Contractors, entering into a contract with the County, who are not already established in the County Financial System as an Auditor-Controller Vendor, will be required to submit to the County a federal Form W-9, or form W-8 for foreign vendors. The County will inform the Contractor, at the time of award, if the Form W-9, or W-8, will be required.

A. In order to comply with this County requirement, within ten days of notification of selection of award of Contract but prior to official award of Contract, the selected Contractor agrees to furnish to the contract administrator, the County DPA, the required W-9 or W-8. Out of State Vendors may be required to submit a 587/590 Form.

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10. Contractor’s Project Manager and Key Personnel:

Contractor shall appoint a Project Manager to direct Contractor’s efforts in fulfilling Contractor’s obligations under this Contract. This Project Manager shall be subject to approval by County and shall not be changed without the written consent of County’s Project Manager, which consent shall not be unreasonably withheld.

Contractor’s Project Manager, in consultation and agreement with the County, shall be assigned to this project for the duration of Contract and shall diligently pursue all work and services to meet the project timelines. County’s Project Manager, in consultation and agreement with the Director, shall have the right to require the removal and replacement of Contractor’s Project Manager from providing services to County under this Contract. County’s Project manager shall notify Contractor in writing of such action. Contractor shall accomplish the removal within five (5) business days after written notice by County’s Project

Manager. County’s Project Manager shall review and approve the appointment of the replacement for

Contractor’s Project Manager. County is not required to provide any additional information, reason or rationale in the event it requires the removal of Contractor’s Project Manager from providing further services under Contract.

11. Contractor Personnel – Reference Checks:

Contractor warrants that all persons employed to provide service under this Contract have satisfactory past work records indicating their ability to adequately perform the work under this Contract. Contractor’s employees assigned to this project must meet character standards as demonstrated by background investigation and reference checks, coordinated by the agency/department issuing this Contract.

12. Contractor’s Records:

Contractor shall keep true and accurate accounts, records, books and data which shall correctly reflect the business transacted by Contractor in accordance with generally accepted accounting principles. These records shall be stored in Orange County for a period of three (3) years after final payment is received from

County. Storage of records in another county will require written approval from County of Orange assigned

Deputy Procurement Agent.

13. Conditions Affecting Work:

Contractor shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract and to know the general conditions which can affect the work or the cost thereof. Any failure by Contractor to do so will not relieve Contractor from responsibility for successfully performing the work without additional cost to County. County assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this Contract, unless such understanding or representations by County are expressly stated in Contract.

14. Cooperative Contract:

This Contract is a cooperative contract and may be utilized by all County of Orange departments.

The provisions and pricing…