Exhibit_A_-_Scope_of_Work.docx

EXHIBIT A – SCOPE OF WORK

ITALICIZED PROVISIONS MAY BE MODIFIED IN THE FINAL AGREEMENT, TO REFLECT CONTRACTOR’S AWARD.

INTRODUCTION

The Department of General Services, Procurement Division, hereinafter referred to as the “State” or “DGS-PD” is contracting with {BUSINESS NAME} (hereinafter referred to as the “Contractor”) to provide Temporary Healthcare Staffing Services (THSS) to State agencies and local governmental agencies, referred to collectively as “User Agency” or “User Agencies”, in accordance with this Master Service Agreement (hereinafter referred to as “MSA” or “Agreement”). A local governmental agency is any city, county, city, district, or other local governmental body or corporation, including California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges empowered to expend public funds. The terms “User Agency” or “User Agencies” used in conjunction with “must”, “shall” or “will” indicates a condition applicable to State agencies. Local governmental agencies may follow the condition(s) at their discretion.

A. In the event of a discrepancy and/or inconsistency between the articles, attachments, or provisions which constitute this MSA, the descending order of precedence shall apply in the sequence displayed on the MSA Standard Agreement (STD 213).

SCOPE

1. Contractor shall provide Temporary Healthcare Provider Personnel (hereinafter refer to as “THPP”) (defined in Exhibit A.1 – Provider Classifications) to User Agencies in accordance with the terms and conditions of this Agreement for the following awarded service regions defined in Exhibit A.2 – Service Area Map, at or below the rates specified in Exhibit B.1 – Rate Sheet.

C. Prior to rendering services, User Agencies and the Contractor must execute a separate agreement, per Exhibit A Section 8, that incorporates all the terms and conditions of this MSA by reference. For California State agencies, such agreement shall be in the form of a STD 213 and for local government agencies, the agreement shall be in a form as specified by the local governmental agency and the Contractor. The duly executed STD 213 and appropriate form for local governmental agency are herein referred to as the “User Agreement”. The User Agreement may contain additional User Agency specific terms and conditions, none of which may alter, rescind, or conflict with the terms and conditions of this MSA.

AGREEMENT TERM

A. The term of this MSA is for an initial three-year period, with the start and end date (the “Effective” term) noted on the attached STD 213. Upon mutual agreement of the Contractor and State, DGS-PD may extend this MSA for two additional one-year periods, or portion thereof, with a maximum cumulative MSA term period of five years. Extensions will be made by amendment to the MSA at the same terms and conditions; Changes in State or Federal law may require modifications to the terms and/or conditions of this Agreement.

B. All rates shall be firm fixed for the initial term of the awarded MSA. Any rate adjustments shall not be effective until an amendment is executed, as specified in Exhibit B – Budget Detail and Payment Provisions. Existing User Agreements under the MSA shall be honored at the same rates, terms and conditions until an amendment is executed between the User Agency and Contractor.

C. In addition to any other provision of this Agreement, the State may terminate this Agreement or cancel a portion of the service for any reason with 30 days written notice. A User Agency may terminate their User Agreement or cancel a portion of the service for any reason with 30 days written notice. User Agreements executed prior to the MSA termination date may remain in effect at the sole discretion of the User Agency.

D. Contractor agrees to honor all User Agreements made prior to MSA expiration or termination at the same rates, terms, and conditions. All User Agreements issued against this MSA must be fulfilled/completed in its entirety within 12 months following the MSA end date.

CONTRACT ADMINISTRATION

A. DGS-PD shall assign a State Contract Administrator for this MSA and maintain User Instructions for User Agencies on the State’s Procurement Portal (Cal eProcure). The DGS-PD State Contract Administrator shall be identified in the MSA User Instructions.

B. User Agencies will assign a point of contact (herein referred as “User Agency Designee”) for each User Agency User Agreement.

C. The Contractor shall assign a Contract Manager to serve as a single point of contact for all MSA inquiries and contractual issues. Prior to MSA execution, the Contractor shall provide its Contract Manager’s name, address, telephone number, and the e-mail address to the State’s Contract Administrator.

D. Should the Contractor’s Contract Manager or the State Contract Administrator change, each party will notify the other in writing, without amendment to this Agreement, and updates will be reflected in the User Instructions. Any changes to Contractor’s Contract Manager must be reported to the State Contract Administrator within 48 hours of the change. The Contractor must also notify User Agencies with active User Agreements of any such change.

E. The User Agency has the sole discretion and authority to determine the quality and acceptability of the following within their User Agency User Agreement:

1. Work to be performed.

2. Productivity and progress of the work.

3. Fulfillment of the services provided by the Contractor.

4. Payment for services provided by the Contractor.

OVERVIEW OF SERVICES

A. MAIN SERVICES

1. The Contractor shall provide qualified and experienced THPP for one or more of the Temporary Healthcare Groups identified in Exhibit A.1, Provider Classifications, as requested by the User Agency. THPP must meet the provider requirements, minimum qualifications, and health clearance requirements as stated in Exhibit A.1, Provider Classifications. The rates of the services offered by the contractor will be specified in Exhibit B.1 – Rate Sheet.

2. The Contractor shall provide all labor, equipment, materials, staff, transportation, travel, licenses, permits, and every other item of expense necessary (e.g., internet), unless otherwise stated in the User Agency User Agreement. User Agencies will identify specific equipment and materials in the User Agency User Agreement, as necessary.

3. As specified in Exhibit A, Section 5.B Background Clearance, the Contractor shall screen potential THPP through license checks, resume review, pre-screening interview(s), reference checks, and background checks that include, but are not limited to, a criminal history search and education verification. The User Agency shall specify its exact needs to the Contractor in the User Agreement.

4. The Contractor agrees that all identified and qualified THPP will be required to render in-person healthcare services [and applicable telehealth services] as stated in this Agreement, and as required by law, on an as-needed basis, at a location identified in the User Agency User Agreement.

5. The Contractor shall provide confidential documentation for THPP, excluding personally identifiable information as determined by the User Agency, summarizing the findings as defined in Exhibit A, Section 5.C Administrative Verification. Confidentiality policies, procedures, and methods shall be addressed in the User Agency User Agreement. Records may be exempt from disclosure by statute or other authority per Government Code Section 7920 et seq.

6. The Contractor shall identify qualified THPP for specific positions, as requested by User Agency, and maintain contact with interested and qualified THPP throughout the User Agency User Agreement.

7. The Contractor shall recommend one or more qualified THPP for final consideration for each classification identified. The User Agency may request more THPP recommendations from the Contractor if it deems it necessary within the User Agency User Agreement.

8. The Contractor shall provide replacement THPP upon written request from a User Agency, at no additional costs, who meet all requirements as set forth in this MSA and the User Agency User Agreement.

9. The Contractor shall notify the User Agency Designee as soon as the Contractor becomes aware of personnel absence or delay. In no event shall more than two hours elapse before the Contractor provides alternative qualified personnel. If a replacement cannot be on site within two hours, the User Agency may approve a different time frame or utilize another Contractor listed on the MSA to complete the shift. Refer to Section 8. Contracting for Services for additional information.

10. Unless otherwise specified in the User Agency User Agreement, the Contractor shall be reachable by email, telephone, cell phone, or answering machine between the hours 8:00 A.M. and 5:00 P.M. (PT), Monday through Friday. User Agencies may identify specific response times in their User Agreement and may request the Contractor to provide written or verbal correspondence 24 hours a day, seven days a week, including holidays.

11. The Contractor shall provide alternative methods of contact, such as cell phone, as specified by the User Agency to receive notice of last-minute calendar changes.

12. The Contractor shall maintain Health Insurance Portability and Accountability Act (HIPAA), Health Information Technology for Economic and Clinical Health (HITECH) Act, and the California Confidentiality of Medical Information Act (CMIA) compliancy for all written and electronic transmissions of protected health information.

13. The Contractor shall comply with the User Agency policies and any other Information Technology (IT) security standards and specifications identified by the User Agency.

14. If applicable, the Contractor shall ensure that THPP shall be in compliance with California Code of Regulations (CCR), Title 8, Section 5199 standards for both current N95 and Powered Air Purifying Respirator (PAPR) medical clearance and annual general respiratory protection training (Fit testing), which is to include reminding employees to request repeat Physician (or other) Licensed Healthcare Professional (PLHCP) clearance if they develop 1) marked immunocompromised or pregnancy which might require greater respiratory protection than N95s provided or 2) a health condition which might limit N95 or PAPR use and completion of the annual California Code of Regulations 5199 Appendix G questionnaire.

15. Contractor and its subcontractors shall procure and keep in full force and effect during the term of the MSA and User Agency User Agreement, all permits, registrations, and licenses necessary to accomplish the work specified in this Agreement and shall give all notices necessary and incident to the lawful prosecution of the work. Contractor shall provide proof of any such license(s) permits(s), and certificate(s) upon request by the User Agency. Contractor agrees that failure by itself or its subcontractors to provide evidence of licensing, permits, or certifications shall constitute a material breach for which the User Agency may terminate the User Agreement with cause, as stated in the Termination for Cause language in Exhibit C, General Terms and Conditions.

16. If applicable, the Contractor agrees that approved User Agency healthcare staff (e.g., physicians, social workers, designated registered nurses) shall be allowed to access medical records and visit User Agency patients at the Contractor’s medical facility. User Agency healthcare staff may evaluate the patient’s level of services being provided, current diagnoses and treatments, and the level of care that is currently required or likely to be required in the future. Any protected health information regarding User Agency patients, if maintained in the Contractor’s medical facility, shall be provided to the User Agency upon request.

B. BACKGROUND CLEARANCE

1) To meet State licensure requirements, the Contractor must ensure that all THPP shall obtain background clearance by means of live scan fingerprinting prior to being assigned to the User Agency to provide healthcare services.

a) The Contractor shall submit the criminal offense record background check number with each THPP application when submitting the THPP’s qualifications to the User Agency.

b) The Contractor and Contract Manager shall ensure that the User Agency receives the live scan fingerprinting results prior to approving the THPP for any assignments at the User Agency location(s).

2) User Agencies may request additional background clearance (e.g., drug testing) in the User Agency User Agreement.

C. ADMINISTRATIVE VERIFICATION

1) The Contractor shall assume responsibility for verifying, through the appropriate licensing boards, that no current or unresolved adverse actions have been taken by the State licensing authorities against any THPP assigned to the User Agency, and that all licenses are active and void of misconduct. The User Agency may, at its discretion, verify the licensing status of any THPP assigned.

2) The Contractor shall provide Employment Eligibility Verification (I-9) forms for all THPP to the User Agency Designee.

3) The Contractor shall provide copies of any required licenses, permits, and/or certifications for all THPP to the User Agency Designee, to be kept on file throughout the term of the User Agreement at the User Agency location(s) where services are being provided.

a) The Contractor shall ensure that all required licenses, permits, certifications, and any other requirements outlined herein, are current, in good standing, and in effect during the term of the User Agency User Agreement.

b) In the event the required license(s), permit(s), and/or certification(s) are to expire, the Contractor shall provide current/renewed license(s), permit(s) and/or certification(s) not less than 30 calendar days prior to their expiration. If, during the User Agency User Agreement, any of the licenses and/or requirements are found to be inactive or not in compliance, the User Agency may deny payment for services rendered during the expiration period and/or immediately terminate the THPP. Repetitive issues with contracted THPP may result in terminating the User Agency User Agreement, as stated in the Termination for Cause language in Exhibit C, General Terms and Conditions.

4) The Contractor shall submit the following to the User Agency Designee prior to initiating services for all THPP. Failure to provide the following documentation, if requested by the User Agency, will result in rejection of THPP.

a) Proof of a current Cardiopulmonary Resuscitation and/or Basic Life Support certification received from the American Heart Association or the American Red Cross. If an Advanced Cardiac Life Support certification is required, it will be specified in the licenses, permits, and/or certification requirements section of the classification unless otherwise stated by the User Agency.

b) Proof of State and Federally mandated training for healthcare providers. Unless otherwise specified by the User Agency, neither the Contractor nor the THPP shall receive payment for training.

c) Provide proof of clinical competency consistent with current California Department of Public Health (CDPH) and/or Centers for Disease Control and Prevention (CDC) standards, unless otherwise stated by the User Agency.

d) Provide proof of a fictitious name permit when deemed necessary by Business and Professions Code section 2285, unless otherwise requested by the User Agency (e.g., Dentistry, Psychology, Podiatry, Physicians).

D. OPTIONAL TELEHEALTH SERVICES

1) If eligible to provide telehealth services, the Contractor shall provide remote qualified and experienced THPP for one or more of the Temporary Healthcare Provider classification groups identified in Exhibit A.1, Provider Classifications, as requested by the User Agency. The services offered by the contractor will be specified in Exhibit B.1 – Rate Sheet.

2) Contractors shall provide synchronous (live) telehealth services at the User Agency location, or the THPP designated work location (e.g., teleconference, video conference, or other appropriate electronic services). Telehealth services shall be provided within the designated date(s), time(s), and for the requested classifications specified by the User Agency.

3) The THPP’s designated work location will be mutually agreed upon by the User Agency and the Contractor or THPP. If a THPP is required to report to a User Agency location and the equipment is not provided by the User Agency, the cost of equipment, travel, and medical record maintenance shall be the Contractor’s responsibility.

4) The User Agency may allow THPP to use the existing equipment (e.g., computer, camera/webcam, microphone, and/or screen(s)) currently used for telehealth services within the User Agency location. The User Agency shall be responsible for supplying THPP with all the necessary training required to operate State-owned equipment to ensure effective and efficient telehealth services are provided. If the THPP requires specific or additional equipment to provide telehealth services at the User Agency location, then that equipment will be provided free of charge to the designated THPP by the Contractor. THPP equipment setup and training costs will be the responsibility of the Contractor for any Contractor-provided equipment.

5) Telehealth services and all equipment, connected devices, and connected systems/networks must comply with the User Agency telehealth policies, cybersecurity policies, and any other IT security standards and specifications identified by the User Agency.

6) Telehealth services must be supported by a HIPAA compliant secure internet connection. A secure internet connection can be achieved by allowing THPP to enter the User Agency’s Virtual Private Network, if approved by the User Agency and Contractor.

7) The use of teleconference and/or video conference applications (such as Zoom, Skype, or other HIPAA compliant and non-social-media-based applications/platforms) are allowable; However, the application must be mutually compatible with the User Agency Population, Contractor, and THPP. The selected method and/or application to provide services must work on the THPP’s secure designated computer, or the Contractor must provide the appropriate equipment (computer or tablet) that can operate while connected to the secure User Agency network.

8) The User Agency reserves the right to cancel any and/or all appointments with the THPP for telehealth services at no additional cost.

SERVICE REGIONS AND CATEGORIES

A. The Contractor shall provide THPP to perform services in the regions identified in Exhibit A.2 – Service Area Map for Healthcare Groups identified in Exhibit A.1, Provider Classifications.

SERVICE AREA MAP

A. The Contractor shall provide services in the California regions and counties specified in Exhibit A.2 – Service Area Map.

B. User Agencies shall provide the specific location(s) where service(s) will be provided when contracting for services.

CONTRACTING FOR SERVICES

A. Use of this MSA by State Agencies is mandatory and is subject to Government Code Section 19130 et. seq. governing standards for the use of personal services contracts. Use of this MSA by local Agencies is optional.

B. Services procured under this MSA, unless otherwise described in item C below, will be requested from a list of MSA Contractors awarded by region and Healthcare Group as follows:

1) For each region and Healthcare Group, User Agencies must send a Request for Offer (RFO) to a minimum of three Contractors. User Agencies should contact at least one Contractor that is participating in one or more of the socio-economic programs (e.g., California Certified Small Businesses and/or Disabled Veteran Business Enterprises).

2) For a region and Healthcare Group with less than three Contractors, User Agencies must send an RFO to the existing Contractors awarded within that Healthcare Group and must reach out to additional Contractors awarded that same Healthcare Group within a neighboring region; The RFO must be sent to a minimum of three Contractors.

3) If the RFO process does not yield an awarded Contractor able to provide THPP within the identified region and Healthcare Group, User Agencies may seek, through an RFO, Contractors awarded that Healthcare Group in any region. User Agencies are encouraged to contact eligible Contractors in an adjacent or neighboring region first.

C. User Agencies shall not request services from Contractors for Healthcare Groups that the Contractor was not awarded an MSA.

D. The RFO process should include a Scope of Work that contains the following listed information below, and additional information indicated in the RFO template in Section 1603 of the State Contracting Manual (SCM) Volume 2.

1) User Agency contact information

2) Requested date(s) of service(s) (if known)

3) Healthcare group(s), Provider classification(s), and a list of necessary services

4) Service area(s) and specific region(s) in which services will be ordered

5) Special requirements E. Pricing offered by the Contractor must not be more than the maximum hourly rate specified in Exhibit B.1 – Rate Sheet for the THPP classification specified by the User Agency in the User Agreement. At a minimum, the Contractor must pay the hourly staff rate specified in Exhibit B.1 – Rate Sheet.

F. The Contractor may reduce the hourly overhead rate to increase the hourly staff rate to secure services for the THPP classification specified by the User Agency in the User Agreement.

G. The Contractor shall compensate the THPP for overtime and holidays, as specified in Exhibit B – Budget Detail and Payment Provisions.

H. The User Agency must document the results of an RFO by using a Best Value Determination Worksheet, or similar form, as referenced in Section 1604, Documenting the Results of an LPA Offer, of the SCM Vol. 2.

I. User Agencies reserve the right to reject any recommended THPP at any time; the User Agency shall document in writing the reasoning for any rejection of THPP.

J. User Agencies shall specify additional THPP classification requirements in the User Agency User Agreement (e.g., resumes, additional experience, and/or additional certifications) as needed.

K. Contractors must acknowledge and respond to a written or verbal User Agency request for services within 48 hours of the request unless a different response timeframe is specified by the User Agency within the User Agreement. The Contractor must provide services as awarded within 10 business days of accepting a request for services, unless otherwise specified by the User Agency. State Agencies must notify the DGS Contract Administrator in writing of a Contractor’s failure to respond and/or failure to provide services.

L. The DGS Contract Administrator will prepare and administer User Instructions. User Agencies must refer to the User Instructions before ordering services and utilizing the RFO Contractor selection process.

M. If a State Agency’s needs cannot be met within the scope of this MSA, the State Agency may submit an exemption request to procure services outside of the MSA. The exemption process is detailed in the User Instructions.

MSA ACTIVITY AND REPORTS

A. QUARTERLY REPORTS

1) Each quarter throughout the Fiscal Year (FY), the Contractor shall submit a Quarterly Usage Report to the State Contract Administrator via email or other delivery method specified by the State. The Quarterly Usage Report shall summarize the Contractor’s MSA contract activity for each User Agency, and it shall be provided to the DGS Contract Administrator by the fifteenth working day following the ending of the quarter’s reporting period for which an order was placed. A report is required every quarter, even if the Contractor received no new orders during the reporting period.

2) The Quarterly Usage Report must separate State contracting activities from that of local governmental agencies and contain the following data elements at a minimum:

a) MSA Number

b) Contractor Name

c) Total State Agency Spend

d) Total Local Governmental Agency Spend

e) Total Spend (State and local)

f) Identify subcontracted orders and utilized subcontractors

g) Total subcontracted spend (State and local)

h) Individual User Agreement information including:

i. User Agency name

ii. User Agency type (e.g., State or local)

iii. User Agreement number

iv. User Agency contact person and email

v. User Agreement term (date service was performed)

vi. Dollar Value

3) The State Contract Administrator will provide the Contractor with a reporting template or reporting method upon award. The State reserves the right to modify the reporting method and may require the Contractor to provide additional User Agreement information during the term of this MSA.

4) Tax must not be included in the reports, even if it is on the User Agreement.

5) Any Quarterly Usage Reports that do not follow the required format or that exclude information will be deemed incomplete. The Contractor will be responsible for submitting corrected reports within the timeframe identified by the State.

B. PROGRESS REPORTS

1) If progress reports are required by the User Agency User Agreement, the Contractor shall provide a progress report in writing (or orally if approved by the User Agency), at least once a month to the User Agency Designee, unless otherwise specified by the User Agency. This progress report shall include, but not be limited to; a statement that the Contractor is or is not on schedule, any pertinent reports, and any interim findings, if applicable. The Contractor shall cooperate and be available to meet with the User Agency to discuss any difficulties, or special problems, so that solutions or remedies can be developed as soon as possible.

2) On a quarterly basis, unless otherwise requested by the User Agency in the User Agreement, the Contractor shall mail or e-mail updated information to the User Agency Designee stating the locations serviced, including addresses; number of positions by classification; hours/shifts worked; billed hours paid; emergency contact telephone number and name (and alternate) and any other information required during the term of the User Agreement.

C. RECRUITMENT REPORTS

1) The Contractor shall provide monthly data to each User Agency Designee as to the status of the Contractor’s recruitment efforts, unless otherwise specified by the User Agency. The Contractor shall discuss any issues with recruitment or retention of Contractor’s THPP with the appropriate User Agency Designee.

LOCAL GOVERNMENT AGENCY INCENTIVE FEE

A. For all local government agency transactions issued against the awarded MSA, the Contractor is required to remit DGS-PD an incentive fee of an amount equal to one point twenty-five percent of the total User Agreement amount (e.g., if the net local governmental agency sales for a quarter is $100,000.00, the incentive fee due to DGS-PD is $1,250.00).

B. This incentive fee shall not be included in the User Agency’s rates, nor invoiced separately to the User Agency. All prices quoted to a local governmental agency shall reflect MSA pricing, including all or any applicable discounts, and shall not include add-on fees.

C. Contractor payment of the local agency incentive fee to DGS-PD is due irrespective of whether the local governmental agency has paid the Contractor for services.

D. Contractor payment may be made in the form of an electronic payment using the LPA Payment Portal or by submitting a check payable to the State of California, Department of General Services. Along with each payment, a Contract Usage Report, filtered in Excel to include only local government agency sales, shall be submitted to the State Contract Administrator.

E. To submit incentive fees electronically, Contractors must register on the DGS-PD LPA Payment Portal.

F. Incentive Fee payments made by check shall be submitted to the following address:

Department of General Services Attn: MAPS Payment Processing 707 3rd Street, 2nd Floor West Sacramento, CA 95605 G. If a Contractor holds multiple User Agreements, the Contractor may submit one check per quarter covering the DGS-PD incentive fee for the total of all local governmental agency purchases. In this case, a separate report is still required for each User Agreement and a list of the total local governmental agency sales for each User Agreement must be included with the check.

AGENCY LIABILITY

A. The Contractor warrants, by execution of this Agreement, that no person or selling agency has been employed or retained to solicit or secure this Agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the User Agency shall, in addition to other remedies provided by law, have the right to annul their User Agreement without liability, paying only for the value of the work legitimately and legally performed, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

POTENTIAL SUBCONTRACTORS

A. Nothing contained in this Agreement or otherwise, shall create any contractual relation between the State and any subcontractors, and no subcontractor shall relieve the Contractor of its responsibilities and obligations hereunder. The Contractor agrees to be fully responsible to the State for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of the subcontractors as it is for the acts and omissions of persons directly employed by the Contractor. The Contractor’s obligation to pay its subcontractors is an independent obligation from the State’s obligation to make payments to the Contractor. As a result, the State shall have no obligation to pay or to enforce the payment of any moneys to any subcontractor at the MSA level.

B. All subcontractors must comply fully with the administrative and technical requirements that are applicable with the portion of the work being delegated to the Subcontractor. Contractor must ensure that the subcontractor(s) will have all necessary licenses, permits, and/or certifications to accomplish its portion of the work. Failure of a subcontractor(s) to have the proper licenses, permits, and/or certifications, may be cause for rejection of the subcontractor and/or termination of the Agreement. Should the subcontractor(s) change during the term of the contract, the State may require a new Bidder Declaration form. Use of any subcontractor is subject to pre-approval by the State. In addition, User Agencies may request an updated Bidder Declaration form with a User Agreement.

C. Contractors who commit to subcontracting a percentage to Small Businesses/ Disable Veteran Business Enterprises (SB/DVBE) shall do so for the entire term of the MSA. User Agencies will determine the use of socioeconomic programs at the RFO level to meet their departmental goals and determine commercially useful function (CUF). Changing of SB/DVBEs subcontractors may be subject to User Agency approval. User Agencies should contact the Contractors to ensure they are maintaining their SB/DVBE subcontracting commitment.

D. Failure to maintain SB subcontracting percentages will be considered a breach of contract and may result in termination of the MSA.

E. Failure of the Contractor to subcontract with the SBs listed on its proposal to the State may be grounds for DGS to apply such sanctions as Government Code Sections 14842 and 14842.5 and as State law permits. In the event such sanctions are imposed, the Contractor shall be notified in writing and entitled to a hearing pursuant to 2 CCR Sections 1896.18 and 1896.20.

CONFIDENTIALITY OF DATA

A. All financial, statistical, personal, technical and other data and information relating to the State’s operation, which are designated confidential by the State and made available to the Contractor in order to carry out this Agreement, or which become available to the Contractor in carrying out this Agreement, shall be protected by the Contractor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to the State. The identification of all such confidential data and information, as well as the State’s procedural requirements for protection of such data and information from unauthorized use and disclosure, shall be provided by the State in writing to the Contractor. If the methods and procedures employed by the Contractor for the protection of the Contractor’s data and information are deemed by the State to be adequate for the protection of the State’s confidential information, such methods and procedures may be used, with the written consent of the State, to carry out the intent of this paragraph. The Contractor shall not be required, under the provisions of this paragraph, to keep confidential any data or information which is or becomes publicly available, is already rightfully in the Contractor’s possession, is independently developed by the Contractor outside the scope of this Agreement or is rightfully obtained from third parties.

RESOLUTION OF CONTRACT DISPUTES

1. If User Agencies have disputes with a Contractor regarding the Contractor’s services as described in the User Agreement, User Agencies may contact the Contractor’s headquarters or main office for an initial attempt at resolution. If the User Agency and the Contractor cannot reach a resolution with the Contractor’s headquarters or main office within thirty (30) days written notice from User Agency to Contractor, the User Agency may terminate the User Agreement and request services using the RFO process as described in Section 8. Contracting for Services of this Exhibit A – Scope of Work.

1. The Contractor shall direct questions regarding the User Agreement to the User Agency Designee. Decisions rendered by the Chief Executive Officer, or designated representative, of the User Agency are considered final. Upon request, DGS-PD may provide a forum for discussion, at which time a DGS-PD representative shall be available to provide information regarding the State of California’s policies and procedures. If an agreement cannot be reached, either party may assert its rights and remedies within a court of competent jurisdiction.

1. The contact information of Contractor’s headquarters or main office for dispute resolution is:

1) {[CONTRACTOR HQ/MAIN OFFICE INFO HERE]

2) [EMAIL]

3) [PHONE]

4) [ADDRESS]}

LAWS TO BE OBSERVED

A. The Contractor shall keep fully informed of all existing and future State and Federal laws and county and municipal ordinances and regulations which in any manner affect those engaged or employed in the work, the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Contractor shall at all times observe and comply with and shall cause all agents and employees to observe and comply with all such existing and future laws, ordinances, regulations, orders, and decrees of bodies or tribunals having any jurisdiction or authority over the work. The Contractor shall protect and indemnify the State of California and all officers and employees thereof connected with the work against any claim, injury, or liability arising from or based on the violation of any such law, ordinance, regulation, order, or decree, whether by the Contractor, a Subcontractor(s), or an employee(s). If any discrepancy or inconsistency is discovered in the Agreement for the work in relation to any such law, ordinance, regulation, order, or decree, the Contractor shall immediately report the same to the DGS Contract Administrator or User Agency Designee in writing.

SPECIFIC STATUTORY REFERENCE

A. Any reference to certain statutes in this Agreement shall not relieve the Contractor from the responsibility of complying with all other statutes applicable to the service furnished thereunder.

EMPLOYMENT OF UNDOCUMENTED WORKERS

A. By signing this Agreement, the Contractor swears or affirms that it has not, in the preceding five years, been convicted of violating a State or Federal law relative to the employment of undocumented workers.

FEDERAL DEBARMENT

A. The Federal Department of Labor requires that State agencies which are expending Federal funds of $25,000 or more, have in the Agreement file, a certification by the Contractor that it has not been debarred or suspended from doing business with the Federal Government. Each Contractor must provide this documentation upon request.

SEVERABILITY

A. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision. Headings are used for convenience of reference only and in no way define, limit, construe or describe the scope or extent of any section, or in any way affect this Agreement.

HEALTH AND SAFETY

A. Contractor and all subcontractors shall abide by all health and safety mandates issued by Federal, State, and local governments and/or public health officers as well as those issued by the User Agency, and worksite specific mandates. If multiple mandates exist, the Contractor and subcontractors shall abide by the most restrictive mandate. The term “employee”, “worker”, “State worker” or “State employee” in health and safety mandates includes Contractor and subcontractor personnel.

B. Costs associated with adhering to health and safety mandates are the responsibility of the Contractor. Contractor is responsible for the tracking and compliance of health and safety mandates and may be audited upon request.

NEWS RELEASES

A. Unless otherwise exempted, news releases, endorsements, advertising, and social media content pertaining to this MSA shall not be made without prior written approval of DGS-PD.

GENERATIVE ARTIFICIAL INTELLIGENCE (GENAI) REPORTING

1. Upon request by an ordering agency, Contractor must complete a GenAI Reporting and Fact Sheet (STD 1000) to identify if their solution or service includes, or makes available, any GenAI including, GenAI from third parties or subcontractors.

1. During the term of the contract, Contractor must notify the State in writing if their services or any work under this contract includes, or makes available, any previously unreported GenAI technology, including GenAI from third parties or subcontractors. Contractor shall immediately complete the GenAI Reporting and Factsheet (STD 1000) to notify the State of any new or previously unreported GenAI technology.

1. At the direction of the State, Contractor shall discontinue the use of any new or previously undisclosed GenAI technology that materially impacts functionality, risk or contract performance, until use of such GenAI technology has been approved by the State.

1. Failure to disclose GenAI use to the State and submit the GenAI Reporting and Factsheet (STD 1000) may be considered a breach of the contract by the State at its sole discretion and the State may consider such failure to disclose GenAI and/or failure to submit the GenAI Reporting and Factsheet (STD 1000) as grounds for the immediate termination of the contract. The State is entitled to seek any and all relief to which it may be entitled to as a result of such non-disclosure.

1. The State reserves the right to amend the contract, without additional cost, to incorporate GenAI Special Provisions into the contract at its sole discretion and/or terminate any contract that presents an unacceptable level of risk to the State.

1. If Contractor identifies GenAI in their solution, a copy of the STD 1000 must be submitted to the State Contract Administrator.

EXECUTIVE ORDER N-6-22 – RUSSIA SANCTIONS

1. On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under State law. The EO directs State agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this Agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.

EXHIBIT A.1 – PROVIDER CLASSIFICATIONS

1. PROVIDER REQUIREMENTS

A. THPP must meet the following requirements:

1) All THPP must meet the minimum qualifications for each classification as identified in Section 2 of Exhibit A.1, Provider Classifications to perform services under this MSA. The Contractor’s failure to supply THPP meeting the minimum qualifications may be cause for termination of a service classification or, at the State’s discretion, the MSA, and any User Agreements in their entirety.

2) All THPP shall possess and maintain all required current and valid licenses, permits, and/or certifications identified in the Section 4 of Exhibit A.1, Provider Classifications throughout the term of the MSA.

3) All THPP must be able to perform the tasks associated with providing services under the scope of their license(s), permit(s), and/or certification(s).

4) If applicable, THPP shall possess the necessary educational degree(s) from an accredited United States (US) educational institution. If the degree is from a foreign institution, the contractor shall provide an equivalency report to the User Agency, if requested, from an approved credential evaluation service as identified in Exhibit E – Definitions.

B. THPP that fail to meet the minimum qualifications identified in Section 2 of Exhibit A.1, Provider Classifications and any additional qualifications listed in the User Agency User Agreement, shall not be permitted to perform services. The Contract Manager or User Agency Designee shall state in writing the reason(s) the THPP does not meet the minimum qualifications. After notification of failure to meet minimum qualifications has been provided, the User Agency shall not pay the Contractor for additional hours worked by the ineligible THPP identified.

C. The THPP shall maintain Health Insurance Portability and Accountability Act (HIPAA), Health Information Technology for Economic and Clinical Health (HITECH) Act, and the California Confidentiality of Medical Information Act (CMIA) compliancy for all written and electronic transmissions of protected health information.

D. THPP shall ensure protected health information is maintained as confidential and shall be held in trust and confidence. Information shall be used only for the purposes contemplated under this Agreement.

E. The THPP shall comply with the User Agency policies and any other IT security standards and specifications identified by the User Agency.

1. PROVIDER MINIMUM QUALIFICATIONS

0. Unless otherwise specified in the User Agency User Agreement, all THPP must meet the following minimum qualifications:

1) THPP shall perform their assigned tasks, functions, and responsibilities in a professional, ethical, and diligent manner within the established timelines determined in the User Agency User Agreement.

2) All work performed by assigned THPP must be in accordance with State and Federal laws, regulations, rules, User Agency policies and procedures, and home medical standards, policies, and procedures including compliance with the requirements of CCR Title 22 (if applicable), for long term care.

3) THPP providing services through this Agreement must be able to communicate effectively and shall be able to read and write in English at a level required for successful job performance. Accuracy in communications is critical to ensure timely, correct care is provided. This includes an ability to communicate verbally and in writing, including the use of electronic tools.

4) THPP shall make a recommendation to the User Agency Designee to identify additional equipment and/or supplies necessary for treatment. User Agencies will supply the necessary equipment and/or supplies for services required, if indicated in the User Agreement. The User Agency shall not reimburse the Contractor or THPP for any equipment or supplies.

5) THPP shall adhere to mandated break times as required by State and Federal laws, regulations, rules, and User Agency policies and procedures.

6) THPP shall always comply with safety precautions and maintain User Agency security measures to ensure optimum standards of patient care and safe working conditions.

7) Prior to referring a patient to other healthcare/medical vendors/contractors, the THPP shall obtain the approval and authorization from the Primary Care Physician through the User Agency unless otherwise stated in the User Agency User Agreement. Referrals shall be made only to those healthcare/medical vendors/contractors approved by the User Agency. Prior authorization documentation shall include, but is not limited to the following:

a) Referral method and substantiated documentation.

b) Patient progress notes/summary pertinent to reason for referral.

8) THPP shall adhere to the CDC and CDPH infection and disease control guidelines.

9) THPP shall always wear an identification badge while providing services at their assigned User Agency location. Unless otherwise specified by the User Agency User Agreement, the identification badge shall contain the Contractor name, the THPP name, and a photograph of the THPP. The identification badge shall be provided by the Contractor unless otherwise indicated by the User Agency. The User Agency may provide additional identification and/or access badge(s) to the assigned THPP as needed.

1. PROVIDER HEALTH CLEARANCE

0. Unless otherwise specified in the User Agency User Agreement, THPP must meet the following health clearance requirements. If necessary, User Agencies shall request additional health clearance requirements in the User Agency User Agreement.

1) Initial and annual health clearance shall include tuberculosis (TB) screening and may include Hepatitis B vaccine series offer (initial only), as required by the User Agency policy to meet State licensure requirements.

a) The Contractor shall submit proof of required health screening to the User Agency Designee to indicate the individual is cleared to perform their duties and is free of communicable disease.

b) The Contractor shall submit proof that THPP have cleared initial TB screening, which may include, but is not limited to, two step Tuberculin Skin Test (TST)/Tuberculin Purified Protein Derivative (PPD) testing and/or x-ray, and TB questionnaire.

c) The Contractor shall submit proof of each active THPP annual TB screening, which may include, but is not limited to, one step TST/PPD testing and/or x-ray, and TB questionnaire.

2) The health clearance process must be completed for each THPP prior to initiation of services and within the required timeframe stipulated by the User Agency for the annual requirements.

1. HEALTHCARE GROUPS AND CLASSIFICATIONS

A. HEALTHCARE GROUPS OVERVIEW

1) Interpretation of “AND/OR” THPP Requirements:

The term "AND" shall signify that each requirement mentioned therein is necessary in addition to other requirements mentioned. Conversely, the term "OR" indicates that a requirement may be substituted for an alternative requirement listed.

2) The Contractor shall provide THPP for one or more of the following Healthcare Groups: