2. The term of this Agreement is:

SAMPLE

Contractor Name Contract Number California Department of Corrections and Rehabilitation California Correctional Health Care Services Scope of Work Exhibit A

Note to Bidders:

In accordance with the Invitation for Bid (IFB) requirements, CDCR/CCHCS may award the Pre-Payment Claim Reviews (PPCR) and Post-Payment Audit Recovery (PPAR) service components either to a single Contractor or to two separate Contractors, depending on the outcome of bid evaluations. Should each service component be awarded separately, CDCR/CCHCS will issue two distinct contracts; one for PPCR services and one for PPAR services.

For purposes of this Sample contract and to illustrate the full scope of services that are required, CDCR/CCHCS has included information pertaining to both PPCR and PPAR within this document.

SCOPE OF WORK

A. The Contractor agrees to provide to the California Department of Corrections and Rehabilitation (CDCR), California Correctional Health Care Services (CCHCS) all labor, including travel and per diem, materials, non-consumable supplies, transportation, equipment, and every other item of expense necessary to provide Pre-Payment Claim Review (PPCR) services and/or Post-Payment Audit and Recovery (PPAR) services as defined in Exhibit A- 1 - Detailed Scope of Work.

B. The Contractor agrees to adhere to the minimum qualifications and requirements as set forth in Solicitation # SD25-00049.

C. All services shall be performed at the Contractor’s place of business and within the United States of America.

D. The Contractor shall be available between 8:00am to 5:00pm Pacific Standard Time, Monday through Friday, including holidays unless mutually agreed upon in advance. No overtime shall be authorized in conjunction with this Contract.

E. The term of this Contract shall be October 31, 2026, or upon approval, whichever is later, through September 30, 2029. The Contractor is not authorized to commence work, as described in this Contract, until the Contract has been fully executed. Any services provided prior to execution of the Contract shall be considered voluntary and non-compensable.

F. CDCR/CCHCS shall have the option to extend the Contract, for continued services, for up to five (5) additional one (1) year terms, at the rates listed in Exhibit B-1 – Rate Sheet.

G. CDCR/CCHCS reserves the option to amend the Contract and reduce funds when it is in the best interest of the CDCR/CCHCS, or when fiscally necessary.

H. Licenses/Certifications: SB or DVBE certification(s) must be in effect for the duration of the Contract.

Scope of Work Exhibit A

I. The representatives during the term of this Contract will be:

CDCR/CCHCS Contract Manager Contractor Representative CDCR/CCHCS, Health Care Contracts and Claims Management Branch, Healthcare Invoicing Section

Contractor: TBD

Name: TBD Name:

Phone: Phone:

Email: Email:

Direct all contract inquiries to:

CDCR/CCHCS Contract Analyst Contractor Representative Acquisitions Management Section Contractor: TBD Contract Analyst Name: Maggie Villucci Name:

Address:

Physical:

8280 Longleaf Drive, Building D-2 Elk Grove, CA 95758 Mailing:

PO Box 588500 Elk Grove, CA 95758

Address:

Phone: (916) 691-2865 Phone:

Email: maggie.villucci@cdcr.ca.gov Email:

Detailed Scope of Work Exhibit A-1

DETAILED SCOPE OF WORK

A. PURPOSE AND DESCRIPTION OF SERVICES:

The California Department of Corrections and Rehabilitation, California Correctional Health Care Services, herein referred to as “CDCR/CCHCS”, has identified a need for Pre-Payment Claim Review (PPCR) and Post-Payment Audit and Recovery (PPAR) services.

CDCR/CCHCS processes and pays claims submitted by community providers for healthcare services rendered to the CDCR/CCHCS incarcerated patient population, either electronically by a Third Party Administrator (TPA) or manually by the CDCR/CCHCS. Pre-Payment Claim Review (PPCR) services and Post-Payment Audit and Recovery (PPAR) services are a vital industry-standard component of a comprehensive payment integrity program used by major healthcare payers. With both services, the Contractor shall ensure billing and payment errors, as well as patterns of fraud, waste, and abuse are identified, collected upon and/or resolved, and ongoing cost savings are achieved for the CDCR/CCHCS.

PPCR and PPAR services shall operate independently from each other, but in coordination to prevent duplicative reviews causing provider abrasion.

B. CONTRACTOR RESPONSIBILITIES:

1. PPCR and PPAR Responsibilities:

The Contractor shall:

a. Coordinate with the current Contractor, during a transitional period until October 31, 2026, for any open claims and to transfer intellectual property, if applicable.

b. Ensure a compliant resolution process by responding to questions and/or concerns from CDCR/CCHCS within three (3) business days.

c. Ensure all requests from CDCR/CCHCS flagged as “high importance” or “priority” receive a response within two (2) calendar days.

d. Have the ability to receive claims data electronically through file types such as

Comma Separated Value (CSV) and through CDCR/CCHCS databases and contracted system databases such as through TPA, within 30 calendar days.

e. Provide a secure web portal and HIPAA-compliant email exchange process compatible with CDCR/CCHCS systems and contracted healthcare entities with technical support by live person via telephone and email, which includes training, within 30 calendar days. These systems should support uninterrupted communication and access to reports and to view and exchange documents related to PPCR and PPAR services.

f. Provide a senior contract manager or CDCR/CCHCS agreed upon primary contact for continuity of contracted services to facilitate ongoing coordination, receive CDCR/CCHCS inquiries/calls, resolve action items, and participate in joint video conferences with CDCR/CCHCS and/or providers as requested.

g. Ensure all auditing practices, rules and fee schedules adhere to the guidelines of the Center for Medicare & Medicaid Services (CMS) or comparable entities.

h. Use InterQual criteria when determining the appropriate level of care and admission status.

i. Adhere to all current coding guidelines, updates, and official CDCR/CCHCS care guidelines and policies/processes.

j. Ensure all Contractor staff – including clinicians, medical coders, and medical billers maintain valid, current certifications. Clinicians may also hold medical coding credentials.

k. Staff, at a minimum, the following roles at appropriate levels to meet potentially fluctuating workload volume of PPCR and/or PPAR services, with plans to adjust based on CDCR/CCHCS need, adhering to required timelines. The Contractor shall propose staffing model plans during the implementation period to be agreed upon by both parties.

a) Senior Contract Manager/ the Primary Contact (described above in bullet f.)

b) Chief Medical Officer and/or Medical Director

c) Licensed Physician(s)

d) Medical Coder(s)/Biller(s)

e) Medical Review Registered Nurse(s)

f) Advanced Practice Practitioner(s)

l. In coordination with CDCR/CCHCS, provide education to healthcare providers to reduce billing and coding discrepancies.

m. Provide in-depth overviews of practices and processes (absent proprietary information) to CDCR/CCHCS, as requested.

n. Customize all correspondence to providers as requested by CDCR/CCHCS. The Contractor shall submit all provider correspondence templates and any proposed variations to CDCR/CCHCS for review and approval before use, if applicable.

o. Provide data as well as routine and ad hoc reports independently for both PPCR and PPAR, on a monthly basis unless otherwise requested, containing sufficient claim-level detail to be agreed upon by CDCR/CCHCS during implementation planning, to support audit validation, tracking, and financial reconciliation including but not limited to:

1) Volume of claims reviewed.

https://www.cms.gov/ https://business.optum.com/en/operations-technology/clinical-decision-support/interqual/criteria.html https://cchcs.ca.gov/clinical-resources https://cchcs.ca.gov/clinical-resources https://cchcs.ca.gov/policies/

2) Claims approved, pended, or returned.

3) Common denial or pend reasons.

4) Coding and documentation error trends.

5) Facility and provider-specific performance metrics.

6) Financial impact analysis (estimated cost avoidance).

7) If Contractor provides both PPCR and PPAR services, comprehensive reports that analyze claim data taking into consideration both PPCR and PPAR activities to analyze efficacy of interventions.

8) Provide reports on the secure web portal in compliance with Exhibit F – HIPAA Business Associate Agreement for use by CDCR/CCHCS staff.

Reports shall include necessary fields identified by CDCR/CCHCS (i.e.

claim number, CDCR/CCHCS number, Incarcerated Person name, etc.,).

p. Verify the accuracy:

1) For all recovered refunds or payments made based on savings realized from the avoidance of improper billing that the CDCR/CCHCS subsequently determines to be inaccurate, in whole or in part, solely due to Contractor's error. The Contractor shall refund the CDCR/CCHCS one hundred percent (100%) of Contractor's compensation for each inaccuracy.

2) For the period of recovery of inaccurate refunds or payments made based on savings realized from the avoidance of improper billing from the Contractor during the entire contract term. This shall include any period of extension by amendment, and for a period of four (4) years following the expiration of the term of this contract, or four (4) years following CDCR/CCHCS’s determination of inaccuracy, whichever is later.

2. Pre-Payment Claim Review (PPCR) Responsibilities:

a. Provide comprehensive PPCR services for claims submitted by community health care entities for services rendered to CDCR/CCHCS Incarcerated Person(s), in compliance with applicable state and federal regulations, including Medi-Cal principles where applicable, and adherence to CDCR/CCHCS policies, procedures, care guides, and claim submission requirements. Initial PPCR services shall include but are not limited to clinical reviews (Diagnosis-Related Group [DRG], industry guidelines, level of care, etc.,), provider billing, contract compliance, eligibility, etc., to be determined during implementation phase. Scope of reviews can change throughout the contract duration as agreed upon by the Contractor and CDCR/CCHCS to be discussed and plans identified during the implementation phase.

1) The Contractor shall review claims prior to payment to ensure, at a minimum, the requirements below. (The number of claims may fluctuate throughout the duration of the contract. Specific review terms will be defined by CDCR/CCHCS with the Contractor during implementation planning and re-evaluated periodically throughout the contract.)

a) Provide a focused review of claims from facilities or providers with recurring billing, coding, or medical documentation issues.

b) Determinations of medical necessity and the appropriate level of care are mandatory for specified CDCR/CCHCS claims.

i. If the case is acute, the Contractor is required to provide a medical coder, biller, and clinician to jointly review the case for clinical appropriateness. This team will then recommend a Diagnosis-Related Group (DRG) to ensure accurate billing and payment.

ii. Reviews shall be conducted by obtaining medical records through the CDCR/CCHCS electronic health records system adhering to relevant privacy policies to determine where the course of treatment or services received were medically necessary and performed in accordance with CDCR/CCHCS Care guide and Policy and Procedures.

iii. Participation is required in meetings, conference calls, or virtual sessions with providers, CDCR/CCHCS, and other stakeholders to discuss outcomes or to answer questions is required.

iv. Continued pend and re-review of claims is required until the claim is submitted correctly and meets all requirements, for adjudication, or until disposition is determined in accordance with CDCR/CCHCS policy.

Duplicate, denied, revised, and/or resubmitted claims are not subject to a fee for processing/reprocessing.

c) Claim reviews and determination notification to CDCR/CCHCS shall be completed within five (5) calendar days to ensure CDCR/CCHCS maintains alignment with California’s Prompt Payment Act. If a determination notice is not provided to CDCR/CCHCS within seven (7) calendar days, the review is cancelled and no payment will be issued for that claim.

b. Adhere to the following implementation timeline:

1) Collaborative Planning and Process Design

a) Within the first 30 calendar days of the contract start date, the Contractor shall collaborate closely with CDCR/CCHCS to:

i. Schedule and conduct stakeholder meetings to understand current-state workflows, systems, and needs.

ii. Review existing claim processing, adjudication, and exception-handling procedures.

iii. Define pre-payment review criteria, thresholds, and escalation paths.

iv. Establish official documentation standards, turnaround times, and communication protocols.

v. Develop data exchange processes, security requirements, and system interfaces.

vi. Identify staffing models, quality assurance processes, and performance metrics.

2) Process Finalization

a) Within the first 60 calendar days of the contract start date, the

Contractor shall collaborate closely with CDCR/CCHCS to provide a mutually agreed upon comprehensive PPCR implementation plan that clearly outlines processes, claim categories (simple/complex, etc.), timelines, staffing, reports, ongoing collaborations, and technology resources and/or interfaces.

3) Testing & Implementation

a) Within the first 90 calendar days of the contract start date, the

i. Test and validate claim review processes.

ii. Have a functioning, approved process to accept PPCR requests from CDCR/CCHCS and provide the remainder of the services identified herein.

3. Post-Payment Audit & Recovery (PPAR) Responsibilities:

a. Provide comprehensive PPAR services for claims submitted by community health care entities for services rendered to CDCR/CCHCS Incarcerated Person(s) after payment has been issued by CDCR/CCHCS to pursue and secure overpaid funds from healthcare providers. Services shall be performed using health care industry-standard Recovery Audit Contractor (RAC) methodologies, tools, expertise and technology in compliance with applicable state and federal requirements, accepted medical, clinical, coding, and audit standards, and CDCR/CCHCS policies, care guides and procedures.

1) The Contractor shall conduct post-payment audit services including, but not limited to:

a) Audit Scope and Methodology

i. Conduct retrospective audits of paid claims for a minimum of three (3) years from the claim paid date, subject to data availability and CDCR/CCHCS direction up to one hundred and twenty thousand (120,000) claims per month. This is not a guarantee of the number of claims that will be available to the Contractor to audit under this Contract.

ii. Initiate audits for previously unaudited claims where the potential refund is one thousand dollars ($1,000) or greater.

iii. Must assume control of and pursue prior auditor’s outstanding recoveries at a reduced compensation in accordance with the rates described in Exhibit B-1 – Rate Sheet (if applicable).

iv. Perform comprehensive data mining and analytical review of paid claims to identify potential overpayments, including but not limited to duplicate payments, credit balances, contract noncompliance, pharmaceutical claims, and complex billing scenarios.

v. Audit professional, outpatient, inpatient, ancillary, and pharmaceutical claims.

vi. Conduct audits by obtaining medical records adhering to the relevant privacy policies to determine whether the course of treatment or services received were medically necessary and performed in accordance with CDCR/CCHCS Medical Standards of Care.

vii. Apply clinical review processes to all refund appeals.

b) Provider Notification and Appeals

i. Notify providers in writing within three (3) business days of identifying a confirmed overpayment.

ii. Adhere to the CDCR/CCHCS refund Appeals process as a condition of the contract.

iii. Ensure all appeal reviews are documented and applied consistently.

c) Review Deadlines

i. Data mining audits: no more than 30 calendar days of audit initiation.

ii. Complex audits: no more than 60 calendar days of receipt of medical records.

iii. Duplicate payment or refund audits: no more than 30 calendar days of audit initiation.

2) The Contractor shall adhere to post-payment recovery and escalation requirements including, but not limited to:

a) Initiate refund recovery efforts within ten (10) calendar days of audit completion.

b) Actively pursue recovery until resolution.

c) Transfer ownership of the audit and recovery to CDCR/CCHCS if:

i. Recovery is not initiated within ten (10) calendar days of audit completion; or

ii. 60 calendar days have elapsed since the most recent provider communication.

d) Request CDCR/CCHCS intervention if, within 180 calendar days of recovery initiation, the provider is non-compliant or has engaged legal counsel and provides a complete accounting of all affected claims.

e) Compensation for audits subject to delay recovery or CDCR/CCHCS intervention shall be reduced in accordance with Exhibit B-1 – Rate Sheet.

3) The Contractor shall adhere to post-payment refund handling and financial control requirements including, but not limited to:

a) Maintain a dedicated lockbox for receipt of provider refund checks.

b) Retrieve and validate refund checks and send all checks to CDCR/CCHCS for internal processing.

c) Do not cash or deposit any refund checks sent from Providers.

d) Comply with Sarbanes-Oxley Act requirements and all applicable internal control standards.

e) Future claim payments will not be offset to recover prior amounts.

4) In addition to reporting requirements identified within Section B.

Contractor Responsibilities, subsection 1 above, the Contractor shall provide routine PPAR reports monthly unless otherwise requested, with sufficient claim-level detail to be agreed upon by CDCR/CCHCS, to support audit validation, recovery tracking, and financial reconciliation at a minimum, including:

a) Audit activity status (initiated, in progress, completed).

b) Overpayments identified and refunds due.

c) Recoveries initiated, received, and outstanding.

d) Appeal status and outcomes.

e) Aging of audits and recoveries.

f) High-dollar audits (providers with the largest amount of outstanding refunds/claims) and providers with recurring findings.

b. Adhere to the following implementation timeline:

1) Collaborative Planning and Processing Design

a) Within the first 30 calendar days of the contract start date, the

i. Conduct stakeholder meetings to understand current-state workflows, systems, and needs.

ii. Review existing claim processing, adjudication, and exception-handling procedures.

iii. Define criteria, thresholds, and escalation paths.

iv. Establish official documentation standards, turnaround times, and communication protocols.

https://www.sarbanes-oxley-act.com/

v. Develop data exchange processes, security requirements, and system interfaces.

vi. Identify staffing models, quality assurance processes, and performance metrics.

vii. Provide a mutually agreed upon comprehensive PPAR implementation plan, that clearly outlines processes, timelines, staffing reports, ongoing collaborations, and technology resources and/or interfaces.

2) Testing & Implementation

a) Within the first 60 calendar days of the contract start date, the

i. Test and validate claim review processes.

ii. Demonstrate full operational readiness to perform all PPAR services and provide the remainder of the services identified herein.

4. Secure internet site must have the capability to maintain documentation for the entire contract term, including any period of extensions by amendment, and for a period of four (4) years following the expiration of the term of this contract.

C. CDCR/CCHCS RESPONSIBILITIES:

CDCR/CCHCS shall:

1. Facilitate communication between the current Contractor and the new Contractor, for a transitional period, through October 31, 2026, if applicable.

2. Provide all current coding guidelines, updates, and official CDCR/CCHCS care guidelines and policies/processes to the Contractor.

3. Participate in the Collaborative Planning and Process design with the Contractor within the first 30 days to determine specific review terms.

4. Facilitate communication between the Contractor and the CDCR/CCHCS Information Technology Services Division (ITSD) and the CDCR/CCHCS Information Security Office (ISO) to assist with data exchange, security requirements, and system interfaces.

5. Provide claims data electronically from the TPA and any supporting healthcare claim detail as requested by the Contractor.

6. Provide the Contractor with access to designated internal databases and portals to facilitate reviews, requests for clarification, and medical record retrieval.

https://cchcs.ca.gov/clinical-resources https://cchcs.ca.gov/clinical-resources https://cchcs.ca.gov/policies/

7. Identify healthcare claims for which pre-payment reviews and/or refunds will be pursued by CDCR/CCHCS staff, and not the Contractor. Contractor shall not be compensated for reviews/refunds conducted by CDCR/CCHCS.

8. Verify Contractor accuracy for all recovered refunds, inaccurate refunds, or payments to the Contractor.

9. Assist the Contractor per the Contractor’s request made verbally, electronically or in writing. If the Contractor requires the assistance of the CDCR/CCHCS for PPCR, PPAR, corrective action, audit determination, appeal review, or refund recovery assistance from a non-compliant provider or a provider who has involved their legal department, the Contractor’s total invoiced amount for those identified refunds recovered with the CDCR/CCHCS’s assistance shall be reduced in accordance with the reductions described in Exhibit B-1 – Rate Sheet. Requests from the Contractor to receive or verify contractual information from a payor shall not be considered a request for assistance. CDCR/CCHCS intervention or assistance is defined as:

a. Any request from the Contractor to communicate directly with the provider via letter, email, phone, video or an in-person meeting; or

b. Any request from the Contractor for CDCR/CCHCS to conduct a legal review or take other legal action; or

c. Any request for CDCR/CCHCS to assume responsibility for a non-compliant provider; or

d. Any request from the Contractor requiring review or communication from CDCR/CCHCS Utilization Management, including administrative level refund appeals received by the Contractor from providers.

D. PERFORMANCE DETAILS:

1. Use of Subcontractors – The Contractor shall remain responsible for obligations performed by subcontractors to the same extent as if such obligations were performed by the Contractor’s employees. The Contractor shall not disclose confidential information (as defined in Exhibit F – HIPAA Business Associate Agreement) of CDCR/CCHCS to a subcontractor unless and until such subcontractor has agreed in writing to protect the confidentiality of such confidential information as required of the Contractor under this agreement.

2. Personnel Staffing – CDCR/CCHCS may disapprove the continuing assignment of the Contractor employees, agents, and subcontractors provided to CDCR/CCHCS under this agreement. If CDCR/CCHCS exercises this right, and the Contractor cannot immediately replace its disapproved personnel, CDCR/CCHCS and the Contractor shall proceed with any equitable adjustment in schedule or other terms that may be affected thereby. The Contractor shall make every effort consistent with sound business practices to honor the specific requests of CDCR/CCHCS with regard to assignment of its personnel; however, the Contractor reserves the sole right to determine the assignment of its personnel. If the Contractor’s personnel are unable to perform due to illness, resignation, or other factors beyond the Contractor’s control, the Contractor will make every reasonable effort to provide suitable substitute personnel within 30 calendar days. All correspondences must be documented in writing.

3. Notice of Likely Delay – Time is of the essence in this agreement. The Contractor shall bring to the attention of CDCR/CCHCS within three (3) business days after learning any fact or event that would adversely affect the timely completion of PPCR and PPAR services.

4. Corrective Action Plan (CAP) - At any stage during the contract or whenever a deficiency is identified by CDCR/CCHCS of Contractor’s performance of this Agreement, CDCR/CCHCS may require the Contractor to take the following actions: (a) perform an analysis to identify the cause of the deficiency; (b) provide a written CAP within 30 calendar days detailing the cause of, and procedure for, correcting such deficiency (CDCR/CCHCS will be afforded up to 30 calendar days to review and approve the proposed CAP potentially requiring the Contractor to make revisions); (c) implement the CAP as approved by CDCR/CCHCS; and, (d) provide CDCR/CCHCS with satisfactory assurance that such deficiency will not reoccur following the implementation of the CAP.

5. Stop Work – CDCR/CCHCS may, at any time, by written notice to the Contractor, require the Contractor to stop all, or any part of the work called for by this agreement for a period of up to 90 calendar days after the notice is delivered to the Contractor, and for any further period to which CDCR/CCHCS and the Contractor may agree. The notice shall be specifically identified as a "Stop Work Order" and shall indicate it is issued under this clause. Within a period of 90 calendar days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which CDCR/CCHCS and the Contractor shall have agreed, CDCR/CCHCS shall either: (i) cancel the Stop Work Order;

or (ii) terminate the work covered by the Stop Work Order as provided for in the termination for convenience provision of this agreement. If a Stop Work Order issued under this clause is canceled or the period of the Stop Work Order or any extension thereof expires, the Contractor shall resume work. If a Stop Work Order is not canceled and the work covered by the Stop Work Order is terminated, CDCR/CCHCS shall allow reasonable costs for services provided resulting from the Stop Work Order.

CDCR/CCHCS shall not be liable to the Contractor for loss of profits because of a Stop Work Order issued under this clause. Unless expressly stated, any Stop Work Order issued hereunder shall not require the stoppage of PPCR or PPAR activity on claims/refunds in process prior to the effective date of the Stop Work Order provided.

However, CDCR/CCHCS, in its discretion, may issue a Stop Work Order that expressly requires the stoppage on all activity, including recovery activity. Regardless, any Stop Work Order hereunder shall not affect the Contractor’s right to receive payment for recoveries collected after the date of the Stop Work Order.

6. Personnel – PPCR and PPAR services shall be performed in a professional manner consistent with generally accepted industry standards. The Contractor’s personnel assigned to provide PPCR and PPAR services shall have the proper expertise, skills, training, and professional education to perform the services required under this agreement in a professional manner consistent with generally accepted industry standards.

E. TERM AND TERMINATION:

1. Termination for Convenience – CDCR/CCHCS may terminate this agreement for convenience at any time by giving the Contractor at least 60 calendar days prior written notice.

2. Obligations Upon Termination and Termination Assistance - Notice of termination shall not relieve the Contractor from performing outstanding duties under this agreement and shall not relieve CDCR/CCHCS from its obligation to pay fees outstanding. Upon any termination or expiration of this agreement other than termination without cause by CDCR/CCHCS, the Contractor shall provide reasonable termination assistance and shall comply with the reasonable directions of CDCR/CCHCS to facilitate the orderly transition and migration from the Contractor to CDCR/CCHCS or designee. The Contractor shall commence providing termination assistance services upon the delivery of the notice of termination. The Contractor shall continue providing termination assistance services for a period of not more than 180 calendar days after termination. CDCR/CCHCS shall pay the Contractor for termination assistance services in the amounts and on the terms set forth in Exhibit B-1 - Rate Sheet. Contractor can close out any open claims during the 60-day termination period and transfer intellectual property per the description below.

Except in the event of termination for cause by CDCR/CCHCS, the Contractor shall be entitled to perform recovery services on overpayments identified prior to termination for a period of 180 calendar days after termination or expiration of the agreement.

3. Intellectual Property Rights - All services, as defined in the above Detailed Scope of Work, originated or prepared by the Contractor pursuant to this agreement, including but not limited to papers, letters, medical records, reports, charts, all checks received addressed to CDCR/CCHCS and other documentation, shall be delivered to and shall become the exclusive property of CDCR/CCHCS. The ideas, concepts, know-how, or techniques relating to the subject matter of each deliverable can be used by either party in any way it may deem appropriate. All inventions, discoveries, or improvements of the services shall be the property of the State and/or CDCR/CCHCS. This agreement shall not preclude the Contractor from developing materials outside this agreement, which are competitive to the services, irrespective of their similarity to services which might be delivered to the State and/or CDCR/CCHCS. All preexisting intellectual property, copyrights, trademarks, and products of the Contractor shall be the sole property of the Contractor. Except as otherwise specifically stated in this section, the Contractor shall retain all right, title, and interest in and to all of the Contractor’s intellectual property.

However, to the extent the Contractor’s intellectual property is incorporated into a deliverable or required to fully exploit such deliverable for the purposes intended by the Contractor and CDCR/CCHCS under the scope of work, the Contractor hereby grants to the State and/or CDCR/CCHCS a perpetual, irrevocable, fully paid up, royalty free, transferable, sub-licensable worldwide, non-exclusive right, and license to use the Contractor’s intellectual property, as incorporated into the deliverable, for such purpose.

Not withstanding anything to the contrary contained herein, the Contractor shall remain the exclusive owner of any software licensed by the Contractor for use in performing the Contractor’s obligations under this agreement.

F. LICENSE/CERTIFICATION REQUIREMENTS:

The Contractor shall ensure that its staff performing services under this contract shall maintain throughout the term of this agreement all the below licenses/certificates.

1. Licensed Physician

2. Medical Review Registered Nurse

3. Advanced Practice Practitioner

If, during this agreement, any of the license or certification requirements as stated herein are found to be inactive or not in compliance, CDCR/CCHCS may immediately terminate this agreement.

G. NON REDISCLOSURE

The Contractor shall complete and submit to the Contract Manager, or designee, Exhibit H – Non Redisclosure Agreement as the Contractor may be exposed to confidential information (e.g., Medical Records, Protected Health Information [PHI], Personally Identifiable Information [PII], etc.).

H. DISPUTES:

If the Contractor believes that there is a dispute between the Contractor and the CDCR/CCHCS arising out of or relating to this Contract, the Contractor shall first discuss and attempt to resolve the issue informally with the Contract Manager as listed in this Contract. If the issue cannot be resolved at this level, the Contract Manager shall follow the following procedures:

Contract Manager must submit a request to the Manager, Acquisitions Management Section, explaining why the Contract Manager’s resolution is unacceptable to the Contractor. The request must include any information provided by the Contractor and the Contract Manager’s response. The Manager, Acquisitions Management Section, or designee, shall review the issues raised and shall render a decision to the Contract Manager. The decision of the Manager, Acquisitions Management Section, or designee, shall be final.

I. AMENDMENTS:

Consistent with the terms and conditions of the original solicitation, and upon mutual consent, the State and Contractor may execute written amendments for changes to this Contract, if they were originally evaluated and considered.

No amendment shall be considered binding on either party until it is formally approved by both parties and the Department of General Services (DGS).

Budget Detail and Payment Provisions Exhibit B

BUDGET DETAIL AND PAYMENT PROVISIONS

A. Invoicing and Payment:

1. For services satisfactorily rendered, and upon receipt and approval of the invoices, the

State agrees to compensate the Contractor for actual expenditures incurred in accordance with the rates listed below or specified in Exhibit B-1 - Rate Sheet, which is attached hereto and made a part of this Contract.

2. Invoices shall include the Contract Number, Purchase Order Number, sufficient scope and detail to define the actual work performed, including a description of the activities of the Contractor and Subcontractor, the hours allocated to those activities, the locations where work was performed, the expenses claimed, any required reports, and shall be submitted not more frequently than monthly in arrears to:

California Correctional Health Care Services Attention: Refund Administrator

P.O. Box 588500 (HIS Building D-2) Elk Grove, CA 95758

The Contractor also has the option to submit invoices electronically to the appropriate email address listed below. The Contractor must use the name of the Contract and the Contract number on the subject line of the email. The email must include an attached PDF file of the invoices, in accordance with the information above, and must reference the institution acronym and the invoice number. For electronic submission, send invoices to:

m_CCHCSHISRefund@cdcr.ca.gov

B. Budget Contingency Clause:

1. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Contract does not appropriate sufficient funds for the program, this Contract shall be of no further force and effect. In this event, the State shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Contract and Contractor shall not be obligated to perform any provisions of this Contract.

2. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel this Contract with no liability occurring to the State, or offer a Contract amendment to Contractor to reflect the reduced amount.

C. Prompt Payment Clause:

1. Payment will be made in accordance with, and within the time specified in, Government

Code Chapter 4.5, commencing with Section 927.

D. Subcontractor:

For all Agreements, with the exception of Interagency Agreements and other governmental entities/auxiliaries that are exempt from bidding, nothing contained in the Agreement, or otherwise, shall create any contractual relation between the State and any subcontractors, and no subcontract shall relieve Contractor of contractor’s responsibilities and obligations hereunder. Contractor agrees to be as fully responsible to the State for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of them as it mailto:m_CCHCSHISRefund@cdcr.ca.gov 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.

E. Travel Reimbursement:

[X] The following does not apply to this Contract:

Pursuant to the terms established in this Contract, travel reimbursement may not exceed the rates, terms, and conditions that apply to comparable State employees, in accordance with travel rules and regulations, as specified in California Code of Regulations, Title 2, Division 1, Chapter 3, and/or regulations of the California Department of Personnel Administration (DPA), specifically Sections 599.619 through 599.631.

F. Outreach and Marketing Contracts:

[X] The following does not apply to this Agreement Pursuant to AB 323, this contract falls into a category of contracts that must be monitored throughout the life of the contract.

Upon receipt of an itemized invoice, in arrears, stating the goods/services provided, time period covered, detailed costs and the Contract number, the Contract Manager will notify the Contractor of the required information.

The Contractor will provide the Contract Manager:

• Total amounts paid against this contract;

• Breakdown of dollars paid against this contract to target each identified community (Latino, African American, Pacific Islander, Middle Eastern, LGBTQIA, or other);

• Breakdown of subcontractor dollars paid against this contract per identified communities, if applicable;

• Selected media platforms used to target each identified community (such as newspaper, radio, internet, print etc.

• Subcontractor selected media platforms (if applicable) used to target each identified community (such as newspaper, radio, internet, print etc.)

G. CAL-Card Payments:

[X] The following does not apply to this Contract Upon receipt of an itemized invoice, in arrears, stating the goods/services provided, time period covered, detailed costs and the Contract number, the Contract Manager will notify the Contractor of payment authorization.

The Contractor will provide the Contract Manager a copy of the itemized, transaction receipt showing payment was received, the invoice, the Contract number and the CAL-Card card verification number charged.

Contractor to send invoices to:

• Name, mailing address and phone number of the Contract Manager/Cardholder.

• Name, mailing address and phone number of Contractor payment authorization contact.

H. Employee Benefits and Wage Reporting Requirements:

[X] The following does not apply to this Contract Effective July 1, 2003 Government Code Section 19134 was amended to require Contracts for janitorial, housekeeping services, custodians, food service workers, laundry workers, window cleaners, and security guards (“covered services”) to include provisions for employee wages to be no less than 85% of the value of wages and benefits provided to State employees for performing similar duties. Contractor must pay no less than the following:

• Hourly Rate:

• Blended Benefit Rate:

Also, applicable to subcontractors providing these services in state-leased facilities where the facility is at least 50,000 square feet in area and the state leases all of the occupied floor space, of the facility.

“Employee benefits” means either 1) health, dental, vision, holiday pay, vacation and retirement (either through a purchased plan or self-insurance); 2) cash-in-lieu payments; or 3) a combination of actual benefits and cash-in-lieu payments.

1. Contractors must indicate on their Exhibit B-1 – Rate Sheet, whether they will be providing the required benefits either through a purchase plan or by self-insurance or making ‘in-lieu’ payments to employees. Contractors choosing to offer employee benefits must provide coverage prior to commencement of work.

2. Contractor can meet the “employee benefits” and 85% wage requirement by:

a. Providing “employee benefits” and wages costing not less than 85% of the State cost for employees doing similar work, or

b. Cash payment in lieu of providing benefits, in an amount not less than 85% of the State cost for employees doing similar work, or

c. A combination of employee benefits and cash payments totaling not less than 85% of the State cost for employee benefits for a State of California employee performing similar work, in addition to at least 85% of State wages.

3. Qualifying Contracts and documents relating to implementing Government Code 19134 may be audited by the contracting State agency, the Department of General Services and the Bureau of State Audits.

4. Government Code 19134(e) provides that failure to provide employee benefits or cash payments to employees constitutes a ‘material breach’ for any Contract for personal services covered by that section. A breach can result in immediate Contract termination by the State.

Contractor acknowledges that failure to comply with the provisions of GC Section 19134 will be deemed a material breach of this Contract, which could subject the Contract to immediate termination at the State’s sole discretion.

Effective March 17, 2004 Government Code 19134 was amended to exclude employee wages and benefits provision for personal services Contracts performed by employees of nonprofit organizations that are employed in accordance with any of the following:

a. A special license issued pursuant to Section 1191.5 of the Labor Code.

b. A special certificate issued pursuant to Section 214 of Title 29 of the United States

Code.

c. A community rehabilitation plan described in Sections 19152 and 19404 of the Welfare and Institutions Code.

d. A rehabilitation services program as described in Sections 19352 and 19356.6 of the

Welfare and Institutions Code.

Every employee performing ‘covered services’ under this Contract shall receive the applicable rate corresponding to the total number of hours each employee works (excluding overtime).

There is no minimum number of work hours required in order to qualify for GC Section 19134 benefits. Only employees performing ‘covered services’ shall receive such benefits;

administrative, solely supervisory, or other support personnel are not covered.

Should the Department of Human Resources (CalHR) post a rate change during the term of this Contract, this Contract shall be amended to reflect the new benefit rate(s) to be paid to the Contractor’s covered employees. The amendment shall be retroactive to the date the rate change is posted by CalHR.

I. Progress Payments:

[X] The following does not apply to this Contract Progress payments are permitted for tasks completed under this Contract. Ten percent of the invoiced amount shall be withheld pending final completion of each task. Any funds withheld with regard to a particular task may be paid upon completion of that task.

J. Progress Reports:

[X] The following does not apply to this Contract

Contractor shall submit progress reports to State representative, as required, describing work performed, work status, work progress, difficulties encountered, remedial action, and statement of activity anticipated subsequent to reporting period for approval prior to payment of invoices, Contractor to be reimbursed by invoicing, in detail, all costs and charges with Contract number and sending to designated address.

Contractor Name Contract Number

Rate Sheet Exhibit B-1

RATE SHEET

Attachment 2 – Rate Sheet will be included here upon contract award.

Contractor Name Contract Number

General Terms and Conditions Exhibit C

GENERAL TERMS AND CONDITIONS

PLEASE NOTE: This page will not be included in the final Contract. The General Terms and Conditions (GTC 02/2025) will be included in the Contract by reference to internet site:

https://www.dgs.ca.gov/OLS/Resources

If Bidder does not have Internet access, a hard copy will be provided, upon request, by the Contract Analyst listed on the cover page of this IFB.

https://www.dgs.ca.gov/OLS/Resources

California Correctional Health Care Services CCHCS Special Provisions Exhibit D

Revision 12-2025

CCHCS SPECIAL PROVISIONS

A. SUBCONTRACTOR/CONSULTANT INFORMATION

1. The Contractor is required to identify all subcontractors who will perform labor or render services in the performance of the Contract. Additionally, the Contractor shall notify the CDCR/CCHCS Contract Manager, or designee, within ten (10) working days, of any changes to the subcontractor and/or consultant information.

2. Contractor understands and agrees to comply with the requirements set forth in Military and Veterans Code Section 999 et seq. that should award of this contract be based in part on their commitment to use the Disabled Veteran Business Enterprise (DVBE) subcontractor(s) identified in their bid or offer, per Military and Veterans Code section

999.5 (g), a DVBE subcontractor may only be replaced by another DVBE subcontractor and must be approved by both the awarding department and the Department of General Services (DGS) prior to the commencement of any work by the proposed subcontractor. Changes to the scope of work that impact the DVBE subcontractor(s) identified in the bid or offer and approved DVBE substitutions will be documented by contract amendment.

Failure of Contractor to seek substitution and adhere to the DVBE participation level identified in the bid or offer may be cause for contract termination, recovery of damages under rights and remedies due to the State, and penalties as outlined in MVC Section 999.9; Public Contract Code (PCC) Section 10115.10. A substitution pursuant to this subdivision shall additionally comply with regulations adopted by the Department of General Services. Information about the process can be found at:

https://www.dgs.ca.gov/PD/Services/Page-Content/Procurement-Division-Services-List- Folder/File-a-DVBE-Substitution-Report.

B. EMPLOYMENT OF EX-OFFENDERS

1. The Contractor cannot and will not either directly, or via a subcontracted consultant and/or firm, employ in connection with this Contract:

a) Ex-Offenders on active parole or probation;

b) Ex-Offenders at any time if they are required to register as a sex offender pursuant to Penal Code Section 290 or if such ex-offender has an offense history involving a “violent felony” as defined in subparagraph (c) of Penal Code Section 667.5; or

c) Any ex-felon in a position which provides direct supervision of parolees.

2. Ex-Offenders who can provide written evidence of having satisfactorily completed parole or probation may be considered for employment by the Contractor subject to the following limitations:

a) The Contractor shall obtain the prior written approval to employ any such ex-offender from the Authorized Administrator; and

b) Any ex-offender whose assigned duties are to involve administrative or policy

SAMPLE

https://www.dgs.ca.gov/PD/Services/Page-Content/Procurement-Division-Services-List-Folder/File-DVBE-Substitution-Report https://www.dgs.ca.gov/PD/Services/Page-Content/Procurement-Division-Services-List-Folder/File-DVBE-Substitution-Report

California Correctional Health Care Services CCHCS Special Provisions Exhibit D

Revision 12-2025 decision-making; accounting, procurement, cashiering, auditing, or any other business-related administrative function shall be fully bonded to cover any potential loss to the State of California or the Contractor.

C. LICENSES AND PERMITS

The Contractor shall be an individual or firm licensed to do business in California and shall obtain at Contractor’s expense all license(s) and permit(s) required by law for accomplishing any work required in connection with this Contract.

In the event any license(s) and/or permit(s) expire at any time during the term of this Contract, the Contractor agrees to provide the CDCR/CCHCS with a copy of the renewed license(s) and/or permit(s) within thirty (30) days following the expiration date. In the event the Contractor fails to keep in effect at all times all required license(s) and permit(s), the State may, in addition to any other remedies it may have, terminate this Contract upon occurrence of such event.

D. DISCLOSURE

Neither the State nor any State employee will be liable to the Contractor or its staff for injuries inflicted by incarcerated persons or parolees of the State. The State agrees to disclose to the Contractor any statement(s) known to State staff made by any incarcerated person or parolee which indicates violence may result in any specific situation, and the same responsibility will be shared by the Contractor in disclosing such statement(s) to the State.

E. SECURITY CLEARANCE/FINGERPRINTING

The State reserves the right to conduct fingerprinting and/or security clearance through the California Department of Justice, Bureau of Criminal Identification and Information (BCII), prior to award and at any time during the term of the Contract, in order to permit Contractor and/or Contractor’s employees’ access to State premises. The State further reserves the right to terminate the Contract should a threat to security be determined.

F. NOTIFICATION OF PERSONNEL CHANGES

The Contractor must notify the State, in writing, of any changes of those personnel allowed access to State premises for the purpose of providing services under this Contract. In addition, Contractor must recover and return any State-issued identification card provided to Contractor’s employee(s) upon their departure or termination.

G. FORCE MAJEURE

Neither party shall be liable to the other for any delay in or failure of performance, nor shall any such delay in or failures of performance constitute default, if such delay or failure is caused by “Force Majeure.” As used in this section, “Force Majeure” is defined as follows:

Acts of war and acts of God such as earthquakes, floods, and other natural disasters such that performance is impossible.

H. INSPECTION OF SERVICES

Services performed by Contractor under this Contract shall be subject to inspection by the CCHCS at any and all times during the performance…