Rapid_ART_Model_Contract,_5.14.26.docx

DOCX document 118 KB Posted May 14, 2026

Attached to: Rapid Antiretroviral Therapy (ART) Protocol
Solicitation number: 042-3068503-KL
Issued by: Orange County, San Francisco City, California

About this file

Written by GovTribe AI · Jun 25, 2026

Contract Summary: Rapid Antiretroviral Therapy Protocol Development

This is a service contract between the County of Orange Health Care Agency and a licensed hospital emergency department for the development of Rapid Antiretroviral Therapy (ART) protocol development. The contractor shall develop practical, evidence-based protocols designed to initiate antiretroviral therapy within seven calendar days of HIV diagnosis or disclosure, with a focus on streamlining linkage to care for newly diagnosed individuals and people living with HIV re-engaging in care. The contract requires delivery of four major deliverables: a draft Rapid ART Protocol (due September 30, 2026), an Implementation Plan detailing workflow integration (due October 31, 2026), an Evaluation Plan to monitor progress and outcomes (due January 31, 2027), and a Final Rapid ART Protocol incorporating HCA feedback (due February 26, 2027). The contract term runs from August 3, 2026, through February 28, 2027. The contractor must maintain a licensed hospital emergency department located in Orange County, California, with on-site HIV testing capability. The protocol development is intended to support emergency department workflows that minimize patient handoffs and include staffing roles, required training components, patient identification and engagement procedures, rapid ART counseling components, partnerships with HIV treatment providers, clinical support structures, and mitigation strategies for anticipated barriers.

Payment shall be made upon completion and approval of each deliverable on a negotiated amount basis, with the total amount not to exceed a figure to be specified in the referenced contract provisions. The contract includes an optional provision for Rapid ART medications as short-term starter packs, available on a one-time basis with separate reimbursement upon submission of documentation. All payments are contingent upon continued availability of federal, state, and county funds and inclusion of sufficient funding in the Board of Supervisors-approved budget. The county may withhold or delay payments if the contractor fails to comply with contract provisions. The contractor is responsible for maintaining comprehensive records for a minimum of ten years, obtaining all required licenses and certifications, maintaining compliance with federal and state healthcare regulations, providing appropriate insurance coverage with specified minimum limits, and establishing procedures for data collection and quality improvement monitoring. The contract is subject to federal regulations including Ryan White HIV/AIDS Treatment Extension Act provisions, HIPAA privacy requirements, and various compliance and audit requirements administered by the Orange County Health Care Agency.

View the file

Other files

File	Type	Posted
Rapid_Antiretroviral_Therapy_(ART)_Protocol_(Addendum_#3_Revision).pdf	PDF	Jul 15, 2026
Rapid_Antiretroviral_Therapy_(ART)_Protocol_(Addendum_#2_Revision).pdf	PDF	Jul 9, 2026
Rapid_Antiretroviral_Therapy_(ART)_Protocol.pdf	PDF	May 28, 2026
Rapid_ART_Model_Contract.docx	DOCX document	May 28, 2026
Attachment_III_-_Proposed_Costs.xlsx	XLSX spreadsheet	May 4, 2026
Attachment_II_-_Forms_A-D.xlsx	XLSX spreadsheet	May 4, 2026

On GovTribe

Work with this file

Download the original file
Contacts named in this file
Similar government files
Ask GovTribe AI about this file

Try for free Login

Text version

The file's text, extracted by GovTribe without its formatting.

CONTRACT FOR PROVISION OF

RAPID ANTIRETROVIRAL THERAPY (ART) PROTOCOL DEVELOPMENT

BETWEEN

COUNTY OF ORANGE

AND

(PROVIDER)

AUGUST 3, 2026 THROUGH FEBRUARY 28, 2027

THIS CONTRACT entered into this 3rd day of August 2026 (effective date), is by and between the COUNTY OF ORANGE, a political subdivision of State of California (COUNTY), and (PROVIDER), (CONTRACTOR). COUNTY and CONTRACTOR may sometimes be referred to herein individually as “Party” or collectively as “Parties.” This Contract shall be administered by the County of Orange Health Care Agency (ADMINISTRATOR).

W I T N E S S E T H:

WHEREAS, COUNTY wishes to contract with CONTRACTOR for the provision of RAPID ANTIRETROVIRAL THERAPY (ART) PROTOCOL DEVELOPMENT described herein; and

WHEREAS, CONTRACTOR is agreeable to the completion of Protocol Development on the terms and conditions hereinafter set forth:

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

TABLE OF CONTENTS

	PARAGRAPH	PAGE
		Title Page
	Table of Contents
	Referenced Contract Provisions
I.	Acronyms
II.	Alteration of Terms.
III.	Amount Not to Exceed
IV.	Compliance
V.	Confidentiality
VI.	Conflict of Interest………………………………………………………………………….
VII.	Debarment and Suspension Certification
VIII.	Delegation, Assignment and Subcontracts
IX.	Dispute Resolution ………………………………………………………………………...
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.	Status of Contractor
XXV.	Term
XXVI.	Termination
XXVII.	Third Party Beneficiary
XXVIII.	Waiver of Default or Breach
	Signature Page

EXHIBIT A PAGE

I. Payments II. Reports III. Services

REFERENCED CONTRACT PROVISIONS

Term: ____________________________

Amount Not to Exceed: $______________________

Basis for Reimbursement: Negotiated Amount

Payment Method: Per Deliverable

Contractor Unique Entity ID: _____________

Contractor Tax ID Number: _____________

Notices to COUNTY and CONTRACTOR:

COUNTY:	County of Orange
	Health Care Agency
	Contract Services
	405 West 5th Street, Suite 600
	Santa Ana, CA 92701-4637

CONTRACTOR:	Provider
	Address
	City, State, Zip
	Contact
	Email

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.	AIDS			Acquired Immune Deficiency Syndrome
	B.	ARRA				American Recovery and Reinvestment Act
	C. ART			Antiretroviral Therapy
	D.	CAPER			Consolidated Annual Performance and Evaluation Report
	E.	CCC			California Civil Code
	F.	CCR			California Code of Regulations
	G.	CDPH/OA			California Department of Public Health, Office of AIDS
	H.	CEO			County Executive Office
	I.	CFDA			Catalog of Federal Domestic Assistance
	J.	CFR			Code of Federal Regulations
	K.	CHPP			COUNTY HIPAA Policies and Procedures
	L.	COI			Certificate of Insurance
	M.	DHCS			Department of Health Care Services
	N.	DRS			Designated Record Set
	O.	EFA			Emergency Financial Assistance
	P.	EHE			Ending the HIV Epidemic
	Q. EHR			Electronic Health Records
	R. ePHI			Electronic Protected Health Information
	S.	FDA			Food and Drug Administration
	T.	FQHC			Federally Qualified Health Center
U.	GAAP			Generally Accepted Accounting Principles
V.	HAB			Federal HIV/AIDS Bureau
W.	HCA			Health Care Agency
	X.	HCC			HIV Care Connect
Y.	HHS			Health and Human Services
Z.	HIPAA			Health Insurance Portability and Accountability Act of 1996,
					Public Law 104-191
	AA.	HITECH Act			Health Information Technology for Economic and Clinical Health Act,
						Public Law 111-005
	AB.	HIV			Human Immunodeficiency Virus
	AC.	HRSA			Federal Health Resources and Services Administration
	AD.	HSC			California Health and Safety Code
	AE.	ISO				Insurance Services Office
	AF.	LEO			Local Evaluation Online
	AG.	LGBTQI			Lesbian, Gay, Bisexual, Transgender, Questioning, and Intersex
	AH.	LIHP			Low Income Health Program
	AI.		LTC			Linkage to Care
	AJ.	MHP			Mental Health Plan
	AK.	NPP			Notice of Privacy Practices
	AL.	NPDB			National Provider Data Bank
	AM.	NPI				National Provider Identifier
	AN.	NICP				Newly Identified Confirmed HIV Positive
	AO.	OCR			Office for Civil Rights
	AP.	OIG			Office of Inspector General
	AQ.	OMB			Office of Management and Budget
	AR.	OPM			Federal Office of Personnel Management
	AS.	PC				State of California Penal Code
	AT.	PHI				Protected Health Information
	AU.	PII				Personally Identifiable Information
	AV.	PLWH			Person Living with HIV
	AW.	PRA			Public Record Act
	AX.	PS				Partner Services
	AY.	QM				Quality Management
	AZ.	RSR			Ryan White Services Reports
	BA.	Ryan White Act		Ryan White HIV/AIDS Treatment Extension Act of 2009
	BB.	SIR				Self-Insured Retention
	BC.	STI				Sexually Transmitted Infection
	BD.	USC			United States Code
	BE.	W&IC			California Welfare and Institutions Code

PARA II. ALTERATION OF TERMS

A.	This Contract, together with Exhibit A hereto and incorporated herein, fully expresses the complete understanding of COUNTY and CONTRACTOR with respect to the subject matter of this Contract.
B.	Unless otherwise expressly stated in this Contract, no addition to, or alteration of the terms of this Contract or any Exhibits, whether written or verbal, made by the parties, their officers, employees or agents shall be valid unless made in the form of a written amendment to this Contract, which has been formally approved and executed by both parties.

III. amount not to exceed The Amount Not to Exceed of COUNTY for services provided in accordance with this Contract for Rapid Antiretroviral Therapy (ART) Protocol Development as specified in the Referenced Contract Provisions of this Contract.

IPARA IVVVV. COMPLIANCE

A.	COMPLIANCE PROGRAM - ADMINISTRATOR has established a Compliance Program for the purpose of ensuring adherence to all rules and regulations related to federal and state health care programs.
	1.	ADMINISTRATOR shall provide CONTRACTOR with a copy of the policies and procedures relating to ADMINISTRATOR’s Compliance Program, Code of Conduct and access to General Compliance and Annual Provider Trainings.
	2.	CONTRACTOR has the option to provide ADMINISTRATOR with proof of its own Compliance Program, Code of Conduct and any Compliance related policies and procedures. CONTRACTOR’s Compliance Program, Code of Conduct and any related policies and procedures shall be verified by ADMINISTRATOR’s Compliance Department to ensure they include all required elements by ADMINISTRATOR’s Compliance Officer as described in this Paragraph V (COMPLIANCE). 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 comply with ADMINISTRATOR’s Compliance Program and Code of Conduct, CONTRACTOR shall submit to ADMINISTRATOR within thirty (30) calendar

days of execution of this Contract a signed acknowledgement that CONTRACTOR shall comply with ADMINISTRATOR’s Compliance Program and Code of Conduct.

	4.	If CONTRACTOR elects to have its own Compliance Program, Code of Conduct and any Compliance related policies and procedures reviewed by ADMINISTRATOR, then CONTRACTOR shall submit a copy of its compliance Program, code of Conduct and all relevant policies and procedures to ADMINISTRATOR within thirty (30) calendar days of execution of this Contract. ADMINISTRATOR’s Compliance Officer, or designee, shall review said documents within a reasonable time, which shall not exceed forty-five (45) calendar days, and determine if CONTRACTOR’s proposed compliance program and code of conduct contain all required elements to ADMINISTRATOR’s satisfaction as consistent with the HCA’s Compliance Program and Code of Conduct. ADMINISTRATOR shall inform CONTRACTOR of any missing required elements and CONTRACTOR shall revise its compliance program and code of conduct to meet ADMINISTRATOR’s required elements within thirty (30) calendar days after ADMINISTRATOR’s Compliance Officer’s determination and resubmit the same for review by ADMINISTRATOR.
	5.	Upon written confirmation from ADMINISTRATOR’s Compliance Officer that CONTRACTOR’s compliance program, code of conduct and any Compliance related policies and procedures contain all required elements, CONTRACTOR shall ensure that all Covered Individuals relative to this Contract are made aware of CONTRACTOR’s compliance program, code of conduct, related policies and procedures and contact information for ADMINISTRATOR’s Compliance Program.
B.	SANCTION SCREENING – CONTRACTOR shall screen all Covered Individuals employed or retained to provide services related to this Contract semi-annually 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 and/or any other list or system as identified by ADMINISTRATOR.
	1.	For purposes of this Paragraph V (COMPLIANCE), 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. Notwithstanding the above, this term does not include part-time or per-diem employees, contractors, subcontractors, agents, and other persons who are not reasonably expected to work more than one hundred sixty (160) hours per calendar year; except that any such individuals shall become Covered Individuals at the point when they work more than one hundred sixty (160) hours during the calendar year. CONTRACTOR shall ensure that all Covered Individuals relative to this Contract are made aware of ADMINISTRATOR’s Compliance Program, Code of Conduct and related policies and procedures (or CONTRACTOR’s own compliance program, code of conduct and related policies and procedures if CONTRACTOR has elected to use its own).
	2.	An Ineligible Person shall be any individual or entity who:
		a.	is currently excluded, suspended, debarred or otherwise ineligible to participate in federal and state health care programs; or
		b.	has been convicted of a criminal offense related to the provision of health care items or services and has not been reinstated in the federal and state health care programs after a period of exclusion, suspension, debarment, or ineligibility.
	3.	CONTRACTOR shall screen prospective Covered Individuals prior to hire or engagement. CONTRACTOR shall not hire or engage any Ineligible Person to provide services relative to this Contract.
	4.	CONTRACTOR shall screen all current Covered Individuals and subcontractors semi-annually to ensure that they have not become Ineligible Persons. CONTRACTOR shall also request that its subcontractors use their best efforts to verify that they are eligible to participate in all federal and State of California health programs and have not been excluded or debarred from participation in any federal or state health care programs, and to further represent to CONTRACTOR that they do not have any Ineligible Person in their employ or under contract.
	5.	Covered Individuals shall be required to disclose to CONTRACTOR immediately any debarment, exclusion or other event that makes the Covered Individual an Ineligible Person. CONTRACTOR shall notify ADMINISTRATOR immediately if a Covered Individual providing services directly relative to this Contract becomes debarred, excluded or otherwise becomes an Ineligible Person.
	6.	CONTRACTOR acknowledges that Ineligible Persons are precluded from providing federal and state funded health care services by contract with COUNTY in the event that they are currently sanctioned or excluded by a federal or state law enforcement regulatory or licensing agency. If CONTRACTOR becomes aware that a Covered Individual has become an Ineligible Person, CONTRACTOR shall remove such individual from responsibility for, or involvement with, COUNTY business operations related to this Contract.
	7.	CONTRACTOR shall notify ADMINISTRATOR immediately if a Covered Individual or entity is currently excluded, suspended or debarred, or is identified as such after being sanction screened. Such individual or entity shall be immediately removed from participating in any activity associated with this Contract. ADMINISTRATOR will determine appropriate repayment from, or

sanction(s) to CONTRACTOR for services provided by ineligible person or individual. CONTRACTOR shall promptly return any overpayment within forty-five (45) business days after the overpayment is verified by ADMINISTRATOR.

C.	GENERAL COMPLIANCE TRAINING – ADMINISTRATOR shall make General Compliance Training available to Covered Individuals.
	1.	CONTRACTORS that have acknowledged to comply with ADMINISTRATOR’s Compliance Program shall use its best efforts to encourage completion by all Covered Individuals; provided, however, that at a minimum CONTRACTOR shall assign at least one (1) designated representative to complete the General Compliance Training when offered.
	2.	Such training will be made available to Covered Individuals within thirty (30) calendar days of employment or engagement.
	3.	Such training will be made available to each Covered Individual annually.
	4.	ADMINISTRATOR will track training completion while CONTRACTOR shall provide copies of training certification upon request.
	5.	Each Covered Individual attending a group training shall certify, in writing, attendance at compliance training. ADMINISTRATOR shall provide instruction on group training completion while CONTRACTOR shall retain the training certifications. Upon written request by ADMINISTRATOR, CONTRACTOR shall provide copies of the certifications.

D.	SPECIALIZED PROVIDER TRAINING – ADMINISTRATOR shall make Specialized Provider Training, where appropriate, available to Covered Individuals.
	1.	CONTRACTOR shall ensure completion of Specialized Provider Training by all Covered Individuals relative to this Contract. This includes compliance with federal and state healthcare program regulations and procedures or instructions otherwise communicated by regulatory agencies; including the Centers for Medicare and Medicaid Services or their agents.
	2.	Such training will be made available to Covered Individuals within thirty (30) calendar days of employment or engagement.
	3.	Such training will be made available to each Covered Individual annually.
	4.	ADMINISTRATOR will track online completion of training while CONTRACTOR shall provide copies of the certifications upon request.
	5.	Each Covered Individual attending a group training shall certify, in writing, attendance at compliance training. ADMINISTRATOR shall provide instructions on completing the training in a group setting while CONTRACTOR shall retain the certifications. Upon written request by ADMINISTRATOR, CONTRACTOR shall provide copies of the certifications.
E.	MEDICAL BILLING, CODING, AND DOCUMENTATION COMPLIANCE STANDARDS
	1.	CONTRACTOR shall take reasonable precautions 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 communicated by regulatory agencies including the Centers for Medicare and Medicaid Services or their agents.
	2.	CONTRACTOR shall not submit any false, fraudulent, inaccurate and/or fictitious claims for payment or reimbursement of any kind.
	3.	CONTRACTROR 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 describe the services provided and must ensure compliance with all billing and documentation requirements.
	4.	CONTRACTOR shall act promptly to investigate and correct any problems or errors in coding of claims and billing, if and when, any such problems or errors are identified.
	5.	CONTRACTOR shall promptly return any overpayments within forty-five (45) business days after the overpayment is verified by ADMINISTRATOR.
	6.	CONTRACTOR shall meet the HCA Quality Management Program Standards and participate in the quality improvement activities developed in the implementation of the Quality Management Program, as applicable.
	7.	CONTRACTOR shall comply with the provisions of ADMINISTRATOR’s Cultural Competency Plan submitted and approved by the State. ADMINISTRATOR shall update the Cultural

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

F. Failure to comply with the obligations stated in this Paragraph V (COMPLIANCE) 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 Paragraph V (COMPLIANCE) prior to ADMINISTRATOR’s right to terminate this Contract on the basis of such default.

PARA V. Confidentiality

A.	CONTRACTOR shall maintain the confidentiality of all records, including billings and any audio and/or video recordings, in accordance with all applicable federal, state and county codes and regulations, as they now exist or may hereafter be amended or changed.
	1.	CONTRACTOR acknowledges and agrees that all persons served pursuant to this Contract are clients of the Orange County HIV services system, and therefore it may be necessary for authorized staff of ADMINISTRATOR to audit client files, or to exchange information regarding specific clients with COUNTY or other providers of related services contracting with COUNTY.
	2.	CONTRACTOR acknowledges and agrees that it shall be responsible for obtaining written consents for the release of information from all persons served by CONTRACTOR pursuant to this

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

	3.	In the event of a collaborative service contract between HIV services providers, CONTRACTOR acknowledges and agrees that it is responsible for obtaining releases of information, from the collaborative agency, for clients receiving services through the collaborative contract.
B.	Prior to providing any services pursuant to this Contract, all members of the Board of Directors or its designee or authorized agent, employees, consultants, subcontractors, volunteers and interns of CONTRACTOR shall agree, in writing, with CONTRACTOR to maintain the confidentiality of any and all information and records which may be obtained in the course of providing such services. This Contract shall specify that it is effective irrespective of all subsequent resignations or terminations of CONTRACTOR members of the Board of Directors or its designee or authorized agent, employees, consultants, subcontractors, volunteers and interns.

PARA vi. CONFLICT OF INTEREST

A.	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 applies to CONTRACTOR’s employees, agents, and subcontractors associated with the provision of goods and services provided under the 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.
B.	The Parties hereto acknowledge that CONTRACTOR may be affiliated with one or more organizations or professional practices located in Orange County. CONTRACTOR therefore warrants that he/she shall not violate any applicable law, rule or regulation of any governmental entity relating to conflict of interest. Except as specified in the Services Paragraph of the Contract, CONTRACTOR shall not knowingly undertake any act which unjustifiably results in any relative benefit to any organization or professional practice with which he/she is affiliated as a direct or indirect result, whether economic or otherwise in nature, of the performance of duties and obligations required by the Contract, when compared to the result such act has on any other organization or professional practice.
C.	CONTRACTOR employees shall annually submit an Outside Employment and/or Other Affiliation Statement to their supervisor.

PARA VII. DEBARMENT AND SUSPENSION CERTIFICATION

A.	CONTRACTOR certifies that it and its principals:
	1.	Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency.
	2.	Have not within a three-year period preceding this Contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property.
	3.	Are not presently indicted for or otherwise criminally or civilly charged by a federal, state, or local governmental entity with commission of any of the offenses enumerated in Subparagraph A.2. above.
	4.	Have not within a three-year period preceding this Contract had one or more public transactions (federal, state, or local) terminated for cause or default.
	5.	Shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under federal regulations (i.e., 48 CFR Part 9, Subpart 9.4), debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction unless authorized by the State of California.
	6.	Shall include without modification, the clause titled “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion Lower Tier Covered Transaction,” (i.e., transactions

with sub-grantees and/or subcontractors) and in all solicitations for lower tier covered transactions in accordance with 2 CFR Part 376.

B.	This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the CONTRACTOR is required to verify that none of the CONTRACTOR’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
C.	The CONTRACTOR must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower-tier transaction it enters into.
D.	This certification is a material representation of facts relied upon County. If it is later determined that the CONTRACTOR did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to COUNTY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.
E.	The terms and definitions of this paragraph have the meanings set out in the Definitions and Coverage sections of the rules implementing 51 F.R. 6370.

PARAVIII. Delegation, Assignment and Subcontracts

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

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

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

If CONTRACTOR is a for-profit organization, any change in the business structure, including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a change in fifty percent (50%) or more of Board of Directors or any governing body of CONTRACTOR

at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void.

	3.	If CONTRACTOR is a governmental organization, any change to another structure, including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board of Supervisors, City Council, School Board) within a two (2) month period, shall be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void.
	4.	Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment.
	5.	Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification within thirty (30) calendar days to ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of CONTRACTOR at one time.
	6.	COUNTY reserves the right to immediately terminate the Contract in the event COUNTY determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to COUNTY for the provision of services under the Contract.
C.	CONTRACTOR’s obligations undertaken pursuant to the Contract may be carried out by means of subcontractors, provided such subcontractors are approved in advance, in writing by ADMINISTRATOR and the subcontracts meet the requirements of the Contract as they relate to the service or activity under subcontract and include any provisions that ADMINISTRATOR may require, and are authorized in writing by ADMINISTRATOR prior to the beginning of service delivery.
	1.	After approval of a subcontractor, ADMINISTRATOR may revoke the approval of a subcontractor upon five (5) calendar days’ written notice to CONTRACTOR if the subcontractor subsequently fails to meet the requirements of the Contract or any provisions that ADMINISTRATOR has required. ADMINISTRATOR may disallow subcontractor expenses reported by CONTRACTOR.
	2.	No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to the Contract.
	3.	ADMINISTRATOR may disallow, from payments otherwise due to CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph.
	4.	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.
D.	CONTRACTOR shall notify COUNTY in writing of any change in CONTRACTOR’s status with respect to name changes that do not require an assignment of the Contract. CONTRACTOR also shall notify COUNTY in writing if CONTRACTOR becomes a party to any litigation against COUNTY, or a party to litigation that may reasonably affect CONTRACTOR’s performance under the Contract, as well as any potential conflicts of interest between CONTRACTOR and COUNTY that may arise prior to or during the period of Contract performance. While CONTRACTOR must provide this information without prompting from COUNTY any time there is a change in CONTRACTOR’s name, conflict of interest or litigation status, CONTRACTOR must also provide an update to COUNTY of its status in these areas whenever requested by COUNTY.

iX. DISPUTE RESOLUTION

A.	The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of the Contract is not disposed of in a reasonable period of time by CONTRACTOR and ADMINISTRATOR, such matter shall be brought to the attention of the County Purchasing Agent by way of the following process:
	1.	CONTRACTOR shall submit to the County Purchasing Agent a written demand for a final decision regarding the disposition of any dispute between the Parties arising under, related to, or involving the Contract, unless COUNTY, on its own initiative, has already rendered such a final decision.
	2.	CONTRACTOR’s written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, CONTRACTOR shall include with the demand a written statement signed by an authorized representative indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which CONTRACTOR believes COUNTY is liable.
B.	Pending the final resolution of any dispute arising under, related to, or involving the Contract, CONTRACTOR shall proceed diligently with the performance of services secured via the Contract, including the delivery of goods and/or provision of services. CONTRACTOR's failure to proceed diligently shall be considered a material breach of the Contract.
C.	Any final decision of COUNTY shall be expressly identified as such, shall be in writing, and shall be signed by a COUNTY Deputy Purchasing Agent or designee. If COUNTY does not render a decision within ninety (90) calendar days after receipt of CONTRACTOR's demand, it shall be deemed a final decision adverse to CONTRACTOR's contentions.
D.	The Contract has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret the Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of

such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the Parties specifically agree to waive all rights to request that an action be transferred for adjudication to another county.

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

PARA XXI. 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.

PARA xii. Indemnification and Insurance	Comment by McLean, Brittany: For Risk’s review as needed.
	A.	CONTRACTOR agrees to indemnify, defend with counsel approved in writing by COUNTY, and hold COUNTY, its elected and appointed officials, officers, employees, agents and those special districts and agencies for which COUNTY’s Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by CONTRACTOR pursuant to this Contract. If judgment is entered against CONTRACTOR and COUNTY by a court of competent jurisdiction because of the concurrent active negligence of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment.
	B.	Prior to the provision of services under this Contract, CONTRACTOR agrees to 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.
D.	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:
	1.	In addition to the duty to indemnify and hold 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 COUNTY at its sole cost and expense with counsel approved by Board of Supervisors against same; and
	2.	CONTRACTOR’s duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless; and
	3.	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 CONTRACTOR’s SIR provision shall be interpreted as though CONTRACTOR was an insurer and COUNTY was the insured.
E.	If CONTRACTOR fails to maintain insurance acceptable to COUNTY for the full term of this Contract, COUNTY may terminate this Contract.
F.	QUALIFIED INSURER
	1.	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).

	2.	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.
G.	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	$1,000,000 combined
for owned, non-owned and hired vehicles	single limit each accident

Workers' Compensation Statutory

Employers Liability Insurance $1,000,000 per occurrence

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

Professional Liability Insurance			$1,000,000 per claims made
				$1,000,000 aggregate
H.	REQUIRED COVERAGE FORMS
	1.	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.
	2.	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.

I.	REQUIRED ENDORSEMENTS
	1.	The Commercial General Liability policy shall contain the following endorsements, which shall accompany the COI:
		a.	An Additional Insured endorsement using ISO form CG 20 26 04 13 or a form at least as broad naming the County of Orange, its elected and appointed officials, officers, agents and employees as Additional Insureds, or provide blanket coverage, which will state AS REQUIRED BY WRITTEN CONTRACT.
		b.	A primary non-contributing endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidence that CONTRACTOR’s insurance is primary, and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing.
	2.	The Network Security and Privacy Liability policy shall contain the following endorsements which shall accompany the COI:
		a.	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.
		b.	A primary and non-contributing endorsement evidencing that CONTRACTOR’s insurance is primary, and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing.
J.	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.
K.	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 CONTRACT.
L.	CONTRACTOR shall notify COUNTY in writing within thirty (30) calendar days of any policy cancellation and within ten (10) calendar 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 suspend or terminate this Contract.
M.	If CONTRACTOR’s Professional Liability and/or Network Security & Privacy Liability (is) policy 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 Certificate of Insurance and endorsements with COUNTY incorporating such changes within thirty (30) calendar days of receipt of such notice, this Contract may be in breach without further notice to CONTRACTOR, and COUNTY shall be entitled to all legal remedies.

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
	1.	The COI and endorsements shall be provided to COUNTY as follows:
		a.	Prior to the start date of this Contract.
		b.	No later than the expiration date for each policy.
		c.	Within thirty (30) calendar days upon receipt of written notice by COUNTY regarding changes to any of the insurance requirements as set forth in the Coverage Subparagraph above.
	2.	The COI and endorsements shall be provided to COUNTY at the address as specified in the Referenced Contract Provisions of this Contract.
	3.	If CONTRACTOR fails 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:
		a.	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.
		b.	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.
		c.	If CONTRACTOR is assessed a late penalty, the amount shall be deducted from CONTRACTOR’s monthly invoice.
	4.	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 A. 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 the 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 the Contract. Such persons may at all reasonable times inspect or otherwise evaluate the services provided pursuant to the Contract, and the premises in which they are provided.

B.	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 the Contract and shall provide the above–mentioned persons adequate office space to conduct such evaluation or monitoring.
C.	AUDIT RESPONSE
	1.	Following an audit report, in the event of non–compliance with applicable laws and regulations governing funds provided through the Contract, COUNTY may terminate the Contract as provided for in the Termination Paragraph or direct CONTRACTOR to immediately implement

appropriate corrective action. A CAP shall be submitted to ADMINISTRATOR in writing within thirty (30) calendar days after receiving notice from ADMINISTRATOR.

2. 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 during the term of the Contract. CONTRACTOR’s licensed certified public accountant shall also prepare an annual Single Audit as required by 31 USC 7501 – 7507, as well as its implementing regulations under 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. CONTRACTOR shall forward the Single Audit to ADMINISTRATOR within fourteen (14) calendar days of receipt.

CONTRACTOR shall forward to ADMINISTRATOR a copy of any audit report within fourteen (14) calendar days of receipt. Such audit shall include, but not be limited to, management, financial, programmatic or any other type of audit of CONTRACTOR’s operations, whether or not the cost of such operation or audit is reimbursed in whole or in part through the Contract.

PARA Xiv. Licenses and LawS A. CONTRACTOR, its officers, agents, employees, affiliates, and subcontractors shall, throughout the term of this Contract, maintain all necessary licenses, permits, approvals, certificates, accreditations, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws, regulations and requirements of the United States, the State of California, COUNTY, and all other applicable governmental agencies. CONTRACTOR shall notify ADMINISTRATOR immediately and in writing of its inability to obtain or maintain, irrespective of the pendency of any hearings or appeals, permits, licenses, approvals, certificates, accreditations, waivers and exemptions. Said inability shall be cause for termination of this Contract.

	B.	Consistent with 45 CFR 75.113, CONTRACTOR must disclose, in a timely manner, in writing to COUNTY all information related to violations of federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the federal award. Disclosures must be sent in writing to COUNTY and to the HHS OIG at the following address:
			Department of Health and Human Services
			Health Resources and Services Administration
			Office of Federal Assistance Management
			Division of Grants Management Operations
			5600 Fishers Lane, Mailstop 10SWH03
			Rockville, MD 20879
			AND
			U.S. Department of Health and Human Services
			Office of Inspector General
			Attn: Mandatory Grant Disclosures, Intake Coordinator
			330 Independence Avenue, SW, Cohen Building Room 5527
			Washington, DC 20201
			Fax: (202)2050604
C.	Clean Air Act

1. CONTRACTOR agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

2. CONTRACTOR agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection…

This is the start of the file's text. The full file is on GovTribe.

File details come from the government source that posted it. Updated Jun 25, 2026.