CONREP-Supplemental_Rate_Housing_Model_Contract.doc

CONTRACT FOR PROVISION OF

CONREP SUPPLEMENTAL RATE HOUSING SERVICES

BETWEEN

COUNTY OF ORANGE

AND

[CONTRACTOR]

JULY 1, 2026 THROUGH JUNE 30, 2028

THIS CONTRACT, entered into this 1st day of July, 2026 (effective date), is by and between the COUNTY OF ORANGE, a political subdivision of State of California (COUNTY), and [CONTRACTOR], a [California (nonprofit corporation) (medical corporation) (professional corporation) (for-profit corporation) (educational institution) (publisc educational institution) (local govenrment 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 CONREP Supplemental Rate Housing 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.

Aggregate Amount Not to Exceed

IV.

Assignment of Debts

V.

Compliance

VI.

Confidentiality

VII.

Conflict of Interest

VIII.

Cost Reconciliation Report

IX.

Delegation, Assignment and Subcontracts

X.

Employee Eligibility Verification

XI.

Facilities, Payments and Services

XII.

Indemnification and Insurance

XIII.

Inspections and Audits

XIV.

Licenses and Laws

XV.

Literature, Advertisements and Social Media

XVI.

Minimum Wage Laws

XVII.

Nondiscrimination

XVIII.

Notices

XIX.

Notification of Death

XX.

Notification of Public Events and Meetings

XXI.

Records Management and Maintenance

XXII.

Research and Publication

XXIII.

Severability

XXIV.

Special Provisions

XXV.

Status of Contractor

XXVI.

Term

XXVII.

Termination

XXVIII.

Third Party Beneficiary

XXIX.

Waiver of Default or Breach

Signature Page

TABLE OF CONTENTS

PARAGRAPH

PAGE

EXHIBIT A

I.

Payments

II.

Reports

III.

Services

REFERENCED CONTRACT PROVISIONS

Term: July 1, 2026 through June 30, 2028

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 Aggregate Amount Not To Exceed:

Period One Aggregate Amount Not To Exceed:

$ XX,XXX

Period Two Aggregate Amount Not To Exceed:

$ XX,XXX

TOTAL AGGREGATE AMOUNT NOT TO EXCEED: $ XX,XXX

Basis for Reimbursement:

Fee for Service

Payment Method:

Monthly In Arrears CONTRACTOR UEI Number:

«UEI_NUMBER»

CONTRACTOR TAX ID Number:

«TAX_ID»

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 agreement]

[contact e-mail]

PARA I. ACRONYMS

The following standard definitions are for reference purposes only and may or may not apply in their entirety throughout this Contract:

A.

AA

Alcoholics Anonymous

B.

AB 109

Assembly Bill 109, 2011 Public Safety Realignment

C.

ABC

Allied Behavioral Care

D.

ACH

Acute Care Hospital

E.

ADAS

Alcohol and Drug Abuse Services

F.

ADL

Activities of Daily Living

G.

ADP

Alcohol and Drug Program

H.

AES

Advanced Encryption Standard

AFLP

Adolescent Family Life Program

J.

AIDS

Acquired Immune Deficiency Syndrome

K.

AIM

Access for Infants and Mothers

L.

AMHS

Adult Mental Health Services

M.

ARRA

American Recovery and Reinvestment Act of 2009

N.

ASAM PPC

American Society of Addiction Medicine Patient Placement Criteria

O.

ASI

Addiction Severity Index

P.

ASIST

Applied Suicide Intervention Skills Training

Q.

ASO

Administrative Services Organization

R.

ASRS

Alcohol and Drug Programs Reporting System

S.

BBS

Board of Behavioral Sciences

T.

BCP

Business Continuity Plan

U.

BH

Base Hospital

V.

BHS

Behavioral Health Services

W.

CalOMS California Outcomes Measurement System

X.

CalWORKs California Work Opportunity and Responsibility for Kids

Y.

CAP

Corrective Action Plan

Z.

CAT

Centralized Assessment Team

AA.

CCC

California Civil Code

AB.

CCLD

(California) Community Care Licensing Division

AC.

CCR

California Code of Regulations

AD.

CDCR

California Department of Corrections and Rehabilitation

AE.

CDSS

California Department of Social Services

AF.

CERC

Children’s Emergency Receiving Center

AG.

CESI

Client Evaluation of Self at Intake

AH.

CEST

Client Evaluation of Self and Treatment

AI.

CFDA

Catalog of Federal Domestic Assistance

AJ.

CFR

Code of Federal Regulations

AK.

CHDP

Child Health and Disability Prevention

AL.

CHHS

California Health and Human Services Agency

AM.

CHPP

COUNTY HIPAA Policies and Procedures

AN.

CHS

Correctional Health Services

AO.

CIPA

California Information Practices Act

AP.

CMPPA

Computer Matching and Privacy Protection Act

AQ.

COI

Certificate of Insurance

AR.

CPA

Certified Public Accountant

AS.

CSI

Client and Services Information

AT.

CSW

Clinical Social Worker

AU.

CYS

Children and Youth Services

AV.

DATAR

Drug Abuse Treatment Access Report

AW.

DCR

Data Collection and Reporting

AX.

DD

Dually Diagnosed

AY.

DEA

Drug Enforcement Agency

AZ.

DHCS

California Department of Health Care Services

BA.

D/MC

Drug/Medi-Cal

BB.

DMV

California Department of Motor Vehicles

BC.

DoD

US Department of Defense

BD.

DPFS

Drug Program Fiscal Systems

BE.

DRC

Probation’s Day Reporting Center

BF.

DRP

Disaster Recovery Plan

BG.

DRS

Designated Record Set

BH.

DSM

Diagnostic and Statistical Manual of Mental Disorders

BI.

DSM-IV

Diagnostic and Statistical Manual of Mental Disorders. 4th Edition

BJ.

DSM-V

Diagnostic and Statistical Manual of Mental Disorders. 5th Edition

BK.

EBP

Evidence-Based Practice

BL.

EDN

Electronic Disease Notification System

BM.

EEOC

Equal Employment Opportunity Commission

BN.

EHR

Electronic Health Records

BO.

EOC

Equal Opportunity Clause

BP.

ePHI

Electronic Protected Health Information

BQ.

EPSDT

Early and Periodic Screening, Diagnosis, and Treatment

BR.

ERC

Emergency Receiving Center

BS.

FFS

Fee For service

BT.

FIPS

Federal Information Processing Standards

BU.

FQHC

Federally Qualified Health Center

BV.

FSP

Full Service Partnership

BW.

FTE

Full Time Equivalent

BX.

GAAP

Generally Accepted Accounting Principles

BY.

HAB

Federal HIV/AIDS Bureau

BZ.

HCA

County of Orange Health Care Agency

CA.

HHS

Federal Health and Human Services Agency

CB.

HIPAA

Health Insurance Portability and Accountability Act of 1996, Public

Law 104-191

CC.

HITECH

Health Information Technology for Economic and Clinical Health

Act, Public Law 111-005

CD.

HIV

Human Immunodeficiency Virus

CE.

HRSA

Federal Health Resources and Services Administration

CF.

HSC

California Health and Safety Code

CG.

IBNR

Incurred But Not Reported

CH.

ID

Identification

CI.

IEA

Information Exchange Agreement

CJ.

IMD

Institute for Mental Disease

CK.

IOM

Institute of Medicine

CL.

IRIS

Integrated Records and Information System

CM.

ISO

Insurance Services Office

CN.

ITC

Indigent Trauma Care

CO.

LCSW

Licensed Clinical Social Worker

CP.

LGBTQI

Lesbian, Gay, Bisexual, Transgender, Questioning, and Intersex

CQ.

LPS

Lanterman/Petris/Short (Act)

CR.

LPT

Licensed Psychiatric Technician

CS.

MAT

Medication Assisted Treatment

CT.

MEDS

Medi-Cal Eligibility Determination System

CU.

MFT

Marriage and Family Therapist

CV.

MH

Mental Health

CW.

MHIS

Mental Health Inpatient Services

CX.

MIHS

Medical and Institutional Health Services

CY.

MHP

Mental Health Plan

CZ.

MHRC

Mental Health Rehabilitation Centers

DA.

MHS

Mental Health Specialist

DB.

MHSA

Mental Health Services Act

DC.

MORS

Milestones of Recovery Scale

DD.

MS

Mandatory Supervision

DE.

MSN

Medical Safety Net

DF.

MTP

Master Treatment Plan

DG.

NA

Narcotics Anonymous

DH.

NIATx

Network Improvement of Addiction Treatment

DI.

NIH

National Institutes of Health

DJ.

NIST

National Institute of Standards and Technology

DK.

NOA

Notice of Action

DL.

NP

Nurse Practitioner

DM.

NPDB

National Provider Data Bank

DN.

NPI

National Provider Identifier

DO.

NPP

Notice of Privacy Practices

DP.

NPPES

National Plan and Provider Enumeration System

DQ.

OCEMS

Orange County Emergency Medical Services

DR.

OCJS

Orange County Jail System

DS.

OC-MEDS

Orange County Medical Emergency Data System

DT.

OCPD

Orange County Probation Department

DU.

OCR

Federal Office for Civil Rights

DV.

OCSD

Orange County Sheriff’s Department

DW.

OIG

Federal Office of Inspector General

DX.

OMB

Federal Office of Management and Budget

DY.

OPM

Federal Office of Personnel Management

DZ.

ORR

Federal Office of Refugee Resettlement

EA.

P&P

Policy and Procedure

EB.

PA DSS

Payment Application Data Security Standard

EC.

PAF

Partnership Assessment Form

ED.

PAR

Prior Authorization Request

EE.

PATH

Projects for Assistance in Transition from Homelessness

EF.

PBM

Pharmaceutical Benefits Management

EG.

PC

California Penal Code

EH.

PCI DSS

Payment Card Industry Data Security Standard

EI.

PCP

Primary Care Provider

EJ.

PCS

Post-Release Community Supervision

EK.

PHI

Protected Health Information

EL.

PI

Personal Information

EM.

PII

Personally Identifiable Information

EN.

PRA

California Public Records Act

EO.

PSAI/ACT

Perinatal Substance Abuse Services Initiative/Assessment and

Coordination Team

EP.

PSC

Professional Services Contract

EQ.

PTRC

Paramedic Trauma Receiving Center

ER.

QI

Quality Improvement

ES.

QIC

Quality Improvement Committee

ET.

RHAP

Refugee Health Assessment Program

EU.

RHEIS

Refugee Health Electronic Information System

EV.

RN

Registered Nurse

EX.

RSA

Remote Site Access

EY.

SAPTBG

Substance Abuse Prevention and Treatment Block Grant

EZ.

SD/MC

Short-Doyle Medi-Cal

FA.

SIR

Self-Insured Retention

FB.

SMA

Statewide Maximum Allowable (rate)

FC.

SNF

Skilled Nursing Facility

FD

SOW

Scope of Work

FE.

SR

Supervised Release

FF.

SRP

Supervised Release Participant

FG.

SSA

County of Orange Social Services Agency

FH.

SSI

Supplemental Security Income

FI.

STP

Special Treatment Program

FJ.

SUD

Substance Use Disorder

FK.

TAR

Treatment Authorization Request

FL.

TAY

Transitional Age Youth

FM.

TB

Tuberculosis

FN.

TBS

Therapeutic Behavioral Services

FO.

TRC

Therapeutic Residential Center

FP.

TTY

Teletypewriter

FQ.

TUPP

Tobacco Use Prevention Program

FR.

UMDAP

Uniform Method of Determining Ability to Pay

FS.

UOS

Units of Service

FT.

USC

United States Code

FU.

VOLAGs Volunteer Agencies

FV.

W&IC

California Welfare and Institutions Code

FW.

WIC

Women, Infants and Children

Para II. ALTERATION OF TERMS

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

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.

Para II. aggregate amount not to exceed

A.

The Aggregate Amount Not to Exceed of COUNTY for services provided in accordance with all agreements for CONREP Supplemental Rate Housing Services during Period One and Period Two are as specified in the Referenced Contract Provisions of this Contract. This specific Contract with CONTRACTOR is only one of several agreements to which this Aggregate Amount Not to Exceed applies. It therefore is understood by the Parties that reimbursement to CONTRACTOR will be only a fraction of these Aggregate Amounts Not to Exceed.

Para II. 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 these persons, 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.

Para V. COMPLIANCE

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, the CONTRACTOR shall submit to the 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 the 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 the ADMINISTRATOR.

5.

Upon written confirmation from ADMINISTRATOR’s compliance officer that the 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 the ADMINISTRATOR’s Compliance Program.

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, and/or any other list or system as identified by ADMINISTRATOR.

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).

An Ineligible Person shall be any individual or entity who:

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

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.

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.

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.

GENERAL COMPLIANCE TRAINING - ADMINISTRATOR shall make General Compliance Training available to Covered Individuals.

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.

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

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

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

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.

SPECIALIZED PROVIDER TRAINING – ADMINISTRATOR shall make Specialized Provider Training, where appropriate, available to Covered Individuals.

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.

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

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

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

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.

MEDI-CAL BILLING, CODING, AND DOCUMENTATION COMPLIANCE STANDARDS

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.

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

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.

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.

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

CONTRACTOR shall meet the HCA MHP Quality Management Program Standards and participate in the quality improvement activities developed in the implementation of the Quality Management Program.

CONTRACTOR shall comply with the provisions of the 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)).

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.

Para VI. Confidentiality

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.

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 the 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.

Para 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.

PARA VIII. Cost RECONCILIATION Report

A. CONTRACTOR shall submit Cost Reconciliation Report to COUNTY no later than sixty (60) calendar days following termination of this Contract.

1. As indicated in Exhibit A, Paragraph I. Payments, Client Bed Day Rates, the Cost Reconciliation Report shall be for approved claims. Costs of services shall not exceed the negotiated rate as specified in this Contract. CONTRACTOR shall prepare the Cost Reconciliation Report in accordance with all applicable federal, state and COUNTY requirements, and the Special Provisions Paragraph of this Contract.

2. If CONTRACTOR fails to submit an accurate and complete Cost Reconciliation 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 Cost Reconciliation 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 Cost Reconciliation 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 Cost Reconciliation Report is delivered to ADMINISTRATOR.

3. CONTRACTOR may request, in advance and in writing, an extension of the due date of the Cost Reconciliation 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.

4. In the event that CONTRACTOR does not submit an accurate and complete Cost Reconciliation 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 Cost Reconciliation 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. The Cost Reconciliation Report shall be the final financial record for subsequent audits, if any.

C. Final settlement shall be based upon the approved claims, as detailed in Exhibit A, Paragraph III. Payments, 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 claims 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 unreimbursable claims, shall be repaid by CONTRACTOR to COUNTY in cash, or other authorized form of payment, within thirty (30) calendar days of submission of the Cost Reconciliation Report or COUNTY may elect to reduce any amount owed CONTRACTOR by an amount not to exceed the reimbursement due COUNTY.

D. If the Cost Reconciliation Report indicates the approved claims 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 Cost Reconciliation Report. If such reimbursement is not made by CONTRACTOR within thirty (30) calendar days after submission of the Cost Reconciliation 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 Cost Reconciliation Report indicates the approved claims 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 Reconciliation Reports shall contain the following attestation, which may be typed directly on or attached to the Cost Reconciliation Report:

“I HEREBY CERTIFY that I have executed the accompanying Cost Reconciliation Report and supporting documentation prepared for the cost reconciliation 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 Reconciliation 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 Reconciliation Report.

Signed

Name

Title

Date

Para IX. DELEGATION, ASSIGNMENT, AND SUBCONTRACTSPara

CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without prior written consent of COUNTY. CONTRACTOR shall provide written notification of CONTRACTOR’s intent to delegate the obligations hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the delegation. Any attempted assignment or delegation in derogation of this paragraph shall be void.

CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the prior written consent of COUNTY.

If CONTRACTOR are 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 are 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.

If CONTRACTOR are 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.

If CONTRACTOR are 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.

Whether CONTRACTOR are 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.

Whether CONTRACTOR are 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.

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

After approval of a subcontract, ADMINISTRATOR may revoke the approval of a subcontract upon five (5) calendar days’ written notice to CONTRACTOR if the subcontract subsequently fails to meet the requirements of this Contract or any provisions that ADMINISTRATOR has required.

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

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

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

Para X. EMPLOYEE ELIGIBILITY VERIFICATION

CONTRACTOR warrants 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, subcontractor, 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, subcontractor, 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, subcontractor, and consultants for the period prescribed by the law.

XIPara. FACILITIES, PAYMENTS AND SERVICES

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.

In the event that CONTRACTOR are unable to provide the services, staffing, facilities, or supplies as required, ADMINISTRATOR may, at its sole discretion, reduce the Amount Not to Exceed for the appropriate Period as well as the Total Aggregate Amount Not to Exceed. The reduction to the Amount Not to Exceed for the appropriate Period as well as the Total Aggregate Amount Not to Exceed shall be in an amount proportionate to the number of days in which CONTRACTOR were determined to be unable to provide services, staffing, facilities or supplies.

Para XII. INDEMNIFICATION AND INSURANCE

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.

Prior to the provision of services under this Contract, CONTRACTOR agrees to purchase all required insurance at CONTRACTOR’s expense, including all endorsements required herein, necessary to satisfy COUNTY that the insurance provisions of this Contract have been complied with. CONTRACTOR agrees to keep such insurance coverage, Certificates of Insurance, and endorsements on deposit with COUNTY during the entire term of this Contract. In addition, all subcontractors performing work on behalf of CONTRACTOR pursuant to this Contract shall obtain insurance subject to the same terms and conditions as set forth herein for CONTRACTOR.

C.

CONTRACTOR shall ensure that all subcontractors performing work on behalf of CONTRACTOR pursuant to this Contract shall be covered under CONTRACTOR’s insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less than the level of coverage required by COUNTY from CONTRACTOR under this Contract. It is the obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by CONTRACTOR through the entirety of this Contract for inspection by COUNTY representative(s) at any reasonable time.

All SIRs shall be clearly stated on the COI. Any SIR in an amount in excess of fifty thousand dollars ($50,000) shall specifically be approved by the CEO/Office of Risk Management upon review of CONTRACTOR’s current audited financial report. If CONTRACTOR’s SIR is approved, CONTRACTOR, in addition to, and without limitation of, any other indemnity provision(s) in this Contract, agrees to all of the following:

In addition to the duty to indemnify and hold the COUNTY harmless against any and all liability, claim, demand or suit resulting from CONTRACTOR’s, its agents, employee’s or subcontractor’s performance of this Contract, CONTRACTOR shall defend the COUNTY at its sole cost and expense with counsel approved by Board of Supervisors against same; and

CONTRACTOR’s duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless; and

The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and the CONTRACTOR’s SIR provision shall be interpreted as though the CONTRACTOR was an insurer and the COUNTY was the insured.

If CONTRACTOR fails to maintain insurance acceptable to the COUNTY for the full term of this Contract, the COUNTY may terminate this Contract.

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). It is preferred, but not mandatory, that the insurer be licensed to do business in the state of California (California Admitted Carrier).

If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings.

The policy or policies of insurance maintained by CONTRACTOR shall provide the minimum limits and coverage as set forth below:

Coverage Minimum Limits

Commercial General Liability

$1,000,000 per occurrence

$2,000,000 aggregate

Automobile Liability including coverage for owned, non-owned and hired vehicles

(4 passengers or less)

Passenger Vehicles (7 passengers or less)

$2,000,000 per occurrence

Passenger Vehicles (8 passengers or more)

$5,000,000 per occurrence

Workers' Compensation Statutory

Employers' Liability Insurance $1,000,000 per occurrence

Network Security & Privacy Liability $1,000,000 per claims made

Sexual Misconduct Liability

REQUIRED COVERAGE FORMS

The Commercial General Liability coverage shall be written on ISO form CG 00 01, or a substitute form providing liability coverage at least as broad.

The Business Automobile Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing coverage at least as broad.

REQUIRED ENDORSEMENTS

The Commercial General Liability policy shall contain the following endorsements, which shall accompany the COI:

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 will state AS REQUIRED BY WRITTEN AGREEMENT.

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 of Orange shall be excess and non-contributing.

The Network Security and Privacy Liability policy shall contain the following endorsements which shall accompany the Certificate of Insurance:

An Additional Insured endorsement naming the County of Orange, its elected and appointed officials, officers, agents and employees as Additional Insureds for its vicarious liability.

A primary and non-contributing endorsement evidencing that the CONTRACTOR’s insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing.

All insurance policies required by this Contract shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment.

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, agents and employees, or provide blanket coverage, which will state AS REQUIRED BY WRITTEN AGREEMENT.

L.

CONTRACTOR shall notify COUNTY in writing within thirty (30) days of any policy cancellation and within ten (10) days for non-payment of premium and provide a copy of the cancellation notice to COUNTY. Failure to provide written notice of cancellation shall constitute a breach of CONTRACTOR’s obligation hereunder and ground for COUNTY to terminate this Contract.

M.

If CONTRACTOR’s Professional Liability, and Network Security & Privacy Liability are “Claims Made” policies, CONTRACTOR shall agree to maintain coverage for two (2) years following the completion of the Contract.

N.

The Commercial General Liability policy shall contain a “severability of interests” clause also known as a “separation of insureds” clause (standard in the ISO CG 0001 policy).

O.

COUNTY expressly retains the right to require CONTRACTOR to increase or decrease insurance of any of the above insurance types throughout the term of this Contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect COUNTY.

P.

COUNTY shall notify CONTRACTOR in writing of changes in the insurance requirements. If CONTRACTOR does not deposit copies of acceptable COIs and endorsements with COUNTY incorporating such changes within thirty (30) calendar days of receipt of such notice, such failure shall constitute a breach of CONTRACTOR’s obligation hereunder and ground for termination of this Contract by COUNTY.

Q.

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.

R.

SUBMISSION OF INSURANCE DOCUMENTS

The COI and endorsements shall be provided to COUNTY as follows:

Prior to the start date of this Contract.

No later than the expiration date for each policy.

Within thirty (30) calendar days upon receipt of written notice by COUNTY regarding changes to any of the insurance types as set forth in Subparagraph G, above.

The COI and endorsements shall be provided to the COUNTY at the address as specified in the Referenced Contract Provisions of this Contract.

If CONTRACTOR fail to submit the COI and endorsements that meet the insurance provisions stipulated in this Contract by the above specified due dates, ADMINISTRATOR shall have sole discretion to impose one or both of the following:

ADMINISTRATOR may withhold or delay any or all payments due CONTRACTOR pursuant to any and all Contracts between COUNTY and CONTRACTOR until such time that the required COI and endorsements that meet the insurance provisions stipulated in this Contract are submitted to ADMINISTRATOR.

CONTRACTOR may be assessed a penalty of one hundred dollars ($100) for each late COI or endorsement for each business day, pursuant to any and all Contracts between COUNTY and CONTRACTOR, until such time that the required COI and endorsements that meet the insurance provisions stipulated in this Contract are submitted to ADMINISTRATOR.

If CONTRACTOR are assessed a late penalty, the amount shall be deducted from CONTRACTOR’s monthly invoice.

In no cases shall assurances by CONTRACTOR, its employees, agents, including any insurance agent, be construed as adequate evidence of insurance. COUNTY will only accept valid COIs and endorsements, or in the interim, an insurance binder as adequate evidence of insurance coverage.

Para XIII. INSPECTIONS AND AUDITS

ADMINISTRATOR, any authorized representative of COUNTY, any authorized representative of the State of California, the Secretary of the United States Department of Health and Human Services, the Comptroller General of the United States, or any other of their authorized representatives, shall have access to any books, documents, and records, including but not limited to, financial statements, general ledgers, relevant accounting systems, medical and client records, of CONTRACTOR that are directly pertinent to this Contract, for the purpose of responding to a beneficiary complaint or conducting an audit, review, evaluation, or examination, or making transcripts during the periods of retention set forth in the Records Management and Maintenance Paragraph of this Contract. Such persons may at all reasonable times inspect or otherwise evaluate the services provided pursuant to this Contract, and the premises in which they are provided.

CONTRACTOR shall actively participate and cooperate with any person specified in Subparagraph A. above in any evaluation or monitoring of the services provided pursuant to this Contract, and shall provide the above–mentioned persons adequate office space to conduct such evaluation or monitoring.

AUDIT RESPONSE

Following an audit report, in the event of non–compliance with applicable laws and regulations governing funds provided through this Contract, COUNTY may terminate this Contract as provided for in the Termination Paragraph or direct CONTRACTOR to immediately implement appropriate corrective action. A plan of corrective action shall be submitted to ADMINISTRATOR in writing within thirty (30) calendar days after receiving notice from ADMINISTRATOR.

If the audit reveals that money is payable from one party to the other, that is, reimbursement by CONTRACTOR to COUNTY, or payment of sums due from COUNTY to CONTRACTOR, said funds shall be due and payable from one party to the other within sixty (60) calendar days of receipt of the audit results. If reimbursement is due from CONTRACTOR to COUNTY, and such reimbursement is not received within said sixty (60) calendar days, COUNTY may, in addition to any other remedies provided by law, reduce any amount owed CONTRACTOR by an amount not to exceed the reimbursement due COUNTY.

CONTRACTOR shall retain a licensed certified public accountant, who will prepare and file with ADMINISTRATOR, an annual, independent, organization-wide audit of related expenditures as may be required…