SAMPLE

2. The term of this Agreement is:

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

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 Nephrologist Consultation 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 # SD25-00013.

C. The Contractor’s work location will be at the Elk Grove Headquarters located at 8260 Longleaf Drive, Building B, Elk Grove, CA 95758.

D. The Contractor’s work hours shall be between 8:00 a.m. to 5:00 p.m., Monday through Friday.

No work shall be performed on State holidays. No overtime shall be authorized in conjunction with this Contract.

E. The term of this Contract shall be July 1, 2026 (or upon approval, whichever is later) through June 30, 2027. 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 this Contract, for continued services, for two

(2) 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.

The remainder of this page has intentionally been left blank.

California Department of Corrections and Rehabilitation California Correctional Health Care Services Scope of Work Exhibit A

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

CDCR/CCHCS Contract Manager Contractor Representative CDCR/CCHCS ,HQ, Medical Services, Complex Care Populations

Contractor: TBD

Name: TBD Name: TBD

Phone: TBD Phone: TBD

Email: TBD Email: TBD

Direct all contract inquiries to:

CDCR/CCHCS Contract Analyst Contractor Representative Acquisitions Management Section Contractor: TBD Contract Analyst Name: Heather Lohmiller Name: TBD Address:

Physical:

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

PO Box 588500 Elk Grove, CA 95758

Address: TBD

Phone: (916) 691-0262 Phone: TBD Email: Heather.Lohmiller@cdcr.ca.gov Email: TBD

California Department of Corrections and Rehabilitation

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 Nephrologist Consultant.

B. CONTRACTOR RESPONSIBILITIES:

The Contractor shall provide all services necessary to perform the required duties outlined herein. The Contractor is expected to be engaged and responsive. All regular weekly work shall be completed within 72 hours. All case reviews and clinical consultations shall be completed as soon as possible and at least within 48 hours. Care guides and other document reviews over 15 pages shall be completed within 3 weeks. Response to emails and other inquiries is expected within 24 hours and shall be within 48 hours. Other work is expected to be completed in a timely fashion, typically 1-2 weeks or what most headquarters or regional physicians would consider a reasonable amount of time commensurate with the task.

1. Review all labs and consults (transplant “packets”) for patients to be presented to the transplant medical center(s) in order for transplant center to evaluate for candidacy appointment and consideration including but not limited to:

a. Case reviews, email communications and meetings.

b. Additional quality reviews and initiatives/data analysis.

c. Interface between HD Nephrologist and CCHCS.

2. Perform clinical consultation on difficult chronic kidney disease (CKD)/End Stage

Renal Disease (ESRD)-non-dialysis and dialysis patients, medical concerns and patient care related matters including but not limited to:

a. Evaluating patient’s chart for potential Drug-Drug Interactions. For example identifying unsafe interactions when taking Lisinopril, Furosemide and Ibuprofen.

b. Reviewing post-transplant medications and levels and ensuring continuity of care between patient’s post-transplant nephrologist and the primary care physicians.

3. Review cases and provide input on patient’s transplant candidacy decisions and clinical care consultations, guidance and recommendations.

4. Attend Renal Transplant (RT) meetings (currently: every other Friday at 9 am (subject to change) with central team and with the transplant centers as needs arise.

5. Act as subject matter expert on CKD, ESRD, Dialysis, and RT and hence create, participate, implement and complete tasks regarding organizational quality initiatives, provider and reports, guidance documents and provider education and communication.

California Department of Corrections and Rehabilitation

6. Review the Continuous Quality Improvement (CQI) data and trends for all the dialysis units and provide guidance, oversight and directives to the units for improvement plans of action including but not limited to:

a. Ongoing quarterly review of Continuous Quality Improvement reports from the Dialysis centers with assessment of any deficiencies, progress and trends along with recommendations

7. Review and updates the CKD/Dialysis care guide and Post Renal Transplant care guide and Primary Care Post Transplant Care Guidance to be consistent with national guidelines including but not limited to:

a. Review and edit the CKD/Dialysis/End Stage Renal Disease Care Guide for updates annually in June.

b. Review and edit the Post-Renal Transplant Primary Care Guidance

Document annually in December.

8. Engage, create, monitor and implement quality of care improvement initiatives (example decreasing central venous catheter dialysis access (CVCs) and dietary dialysis issues) with the central team and Medical Services Division.

9. Meet and interact with the dialysis unit nephrologists as need arises in the course of the above services.

10. Complete Electronic Health Records System (EHRS) training and other training as required by the CDCR/CCHCS Contract Manager.

11. The Contractor shall designate a primary contact person to whom all communications may be addressed and who has the authority to act on all aspects of the services.

12. The Contractor shall notify the CDCR/CCHCS, in writing, of any changes to the personnel assigned to the tasks. The substitute personnel shall meet all requirements and must be approved in advance of any performance under the Contract by CDCR/CCHCS via an approved Amendment.

C. CDCR/CCHCS RESPONSIBILITIES:

1. The CDCR/CCHCS shall designate a person to whom all Contractor communication will be addressed, and who has the authority to act on all aspects of the services. This person will review the SOW and associated documents with the Contractor to ensure understanding of the responsibilities of both parties.

2. The CDCR/CCHCS shall provide access to department staff and management, offices and operation areas, as required, to complete the tasks and activities defined under this Contract.

D. CONSULTANT/STAFF MINIMUM QUALIFICATIONS:

The Contractor agrees to adhere to the Consultant/Staff Minimum Qualifications as listed in the IFB which shall be included hereto upon Contract Award.

California Department of Corrections and Rehabilitation

E. UNANTICIPATED TASKS:

1. In the event that additional work must be performed which was wholly unanticipated and is not specified in this Exhibit A1 - Detailed Scope of Work, but which in the opinion of both parties is necessary to the successful accomplishment of the general scope of work outlined, the procedures outlined in this Section shall be employed.

2. For each item of unanticipated work not specified in the Exhibit A1 - Detailed Scope of Work, an Attachment 1 - Work Authorization must be prepared and approved by CDCR/CCHCS and the Contractor.

3. It is understood and agreed by both parties to this Contract that all terms and conditions of this Contract shall remain in force with the inclusion of any such Work Authorization.

Such Work Authorization shall in no way constitute a Contract other than as provided pursuant to this Contract nor in any way amend or supersede any of the other provisions of this Contract.

4. Each Work Authorization shall consist of a detailed statement of the purpose, objective, or goals to be undertaken by the Contractor, the job classification or approximate skill level of the personnel to be made available by the Contractor, an identification of all significant material to be developed by the Contractor and delivered to the State, an identification of all significant materials to be delivered by the State to the Contractor, an estimated time schedule for the provisions of these services by the Contractor, completion criteria for the work to be performed, the name or identification of the Contractor personnel to be assigned, the Contractor's estimated work hours required to accomplish the purpose, objective or goals, the Contractor's billing rates per work hour, and the Contractor's estimated total cost of the Work Authorization.

5. All Work Authorizations must be in writing prior to beginning work and signed by the Contractor and the State.

6. The State has the right to require the Contractor to stop or suspend work on any Work Authorization.

7. Personnel resources shall not be expended (at a cost to the State) on task accomplishment in excess of estimated work hours required unless the procedure below is followed:

a) If, in the performance of the work, the Contractor determines that a Work Authorization to be performed under this Contract cannot be accomplished within the estimated work hours, the Contractor shall immediately notify the State in writing of the Contractor's estimate of the work hours which will be required to complete the Work Authorization in full. Upon receipt of such notification, the State may:

i. Authorize the Contractor to expend the estimated additional work hours or service in excess of the original estimate necessary to accomplish the Work Authorization (such an authorization not unreasonably to be withheld), or

ii. Terminate the Work Authorization, or

iii. Alter the scope of the Work Authorization in order to define tasks that can be accomplished within the remaining estimated work hours.

California Department of Corrections and Rehabilitation

b) The State shall notify the Contractor in writing of its decision within seven (7) calendar days after receipt of the Contractor's notification. If notice is given to proceed, the Contractor may expend the estimated additional work hours or services. The State agrees to reimburse the Contractor for such additional work hours.

F. PRIMARY LAWS, RULES, AND REGULATIONS

For each Contractor staff who will be working in a CDCR/CCHCS institution and around incarcerated person(s), the Contractor shall complete and submit to the Contract Manager, or designee, Attachment 2 – Primary Laws Rules and Regulations Regarding Conduct and Association with State Prison Inmate. This document apprises Contractor staff of the laws, rules and regulations governing conduct in associating with prison inmates (Title15, Section 3285).

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. SECURITY AWARENESS, UNDERSTANDING & ACCOUNTABILITY FORM

The Contractor shall complete and submit to the Contract Manager, or designee, Attachment 4 – Security Awareness Understanding and Accountability Form (SAUA), as the Contractor has access to CDCR/CCHCS computer systems, technology, assets, and information as part of their functional duties.

I. 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.

J. AMENDMENTS:

Consistent with the terms and conditions of the original solicitation, and upon mutual consent, the State and Contactor 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).

California Department of Corrections and Rehabilitation

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 Department of Corrections and Rehabilitation Sacramento Accounting Office

Attn: MSC 15 - Accounts Payable - A P.O. Box 187021

Sacramento, CA 95818-7021 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:

APA.Invoices@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 mailto:APA.Invoices@cdcr.ca.gov

California Department of Corrections and Rehabilitation of its subcontractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Contractor. The Contractor’s obligation to pay its subcontractors is an independent obligation from the State’s obligation to make payments to the Contractor. As a result, the State shall have no obligation to pay or to enforce the payment of any moneys to any subcontractor.

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:

California Department of Corrections and Rehabilitation

• 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.

California Department of Corrections and Rehabilitation

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.

California Department of Corrections and Rehabilitation

Rate Sheet Exhibit B-1

RATE SHEET

Nephrologist Consultation

Rate Sheet from IFB will be included here upon Contract Award.

California Department of Corrections and Rehabilitation

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:

General Terms and Conditions 02/2025

If Contractor/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/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language?search=Contractor%20certification%20clauses

California Department of Corrections and Rehabilitation California Correctional Health Care Services CCHCS Special Provisions Exhibit D

Revision 2-2025

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?search=substitution.

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

California Department of Corrections and Rehabilitation California Correctional Health Care Services CCHCS Special Provisions Exhibit D

Revision 2-2025 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 thereof. If the CCHCS official conducting

California Department of Corrections and Rehabilitation California Correctional Health Care Services CCHCS Special Provisions Exhibit D

Revision 2-2025 the inspection determines that the services performed are not in accordance with the specification, CCHCS may, at its option, have the work performed by an alternate provider, charging the Contractor with any excess cost occasioned thereof.

I. LIABILITY FOR LOSS/DAMAGES

Any damages by the Contractor to State’s facility including equipment, furniture, materials or other State property will be repaired or replaced by the Contractor to the satisfaction of the State at no cost to the State. The State may, at its option, repair any such damage and deduct the cost thereof from any sum due Contractor under this Contract.

J. TEMPORARY NONPERFORMANCE

If, because of mechanical failure or for any other reason, the Contractor shall be temporarily unable to perform the work as required, the State, during the period of Contractor’s inability to perform, reserves the right to accomplish the work by other means and shall be reimbursed by the Contractor for any additional costs above the Contract price.

K. LIABILITY FOR NONCOMFORMING WORK

The Contractor will be fully responsible for ensuring that the completed work conforms to the agreed upon terms. If nonconformity is discovered prior to the Contractor’s deadline, the Contractor will be given a reasonable opportunity to cure the nonconformity. If the nonconformity is discovered after the deadline for the completion of the project, the CDCR, in its sole discretion, may use any reasonable means to cure the nonconformity. The Contractor shall be responsible for reimbursing CDCR for any additional expenses incurred to cure such defects.

L. RIGHT TO TERMINATE

The State reserves the right to terminate this Contract subject to thirty (30) days written notice to the Contractor. Contractor may submit a written request to terminate this Contract only if the State should substantially fail to perform its responsibilities as provided herein.

However, the Contract can be immediately terminated for cause (Refer to the General Terms and Conditions (Termination for Cause).

This Contract may be suspended or cancelled without notice, at the option of the Contractor, if the Contractor or State’s premises or equipment are destroyed by fire or other catastrophe, or so substantially damaged that it is impractical to continue service, or in the event that the Contractor is unable to render service as a result of any action by any governmental authority.

M. SETTLEMENT OF DISPUTES

In the event of a dispute, Contractor shall file a “Notice of Dispute with the CCHCS representative within ten (10) days of discovery of the problem. Within ten (10) days, CCHCS representative shall meet with the Contractor representative for purposes of resolving the dispute. The decision of CCHCS shall be final.

In the event of a dispute, the language contained within this Contract shall prevail over any other language including that of the bid proposal.

California Department of Corrections and Rehabilitation California Correctional Health Care Services CCHCS Special Provisions Exhibit D

Revision 2-2025

N. NON ELIGIBLE ALIEN CERTIFICATION

By signing this Contract, Contractor certifies, under penalty of perjury, that Contractor, if a sole proprietor, is not a nonqualified alien as that term is defined by the United States Code (U.S.C.) Title 8, Chapter 14, Section 1621 et seq.

O. BUSINESS ASSOCIATE AGREEMENT (HIPAA)

The awarded Contractor will be required to meet provisions of the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191 (HIPAA) and the regulations promulgated thereunder.

P. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REQUIREMENTS

1. The awarded Contractor agrees to comply with the requirements set forth in the Military and Veterans Codes (MVC) 999.7 and 999.9.

2. Small Business Participation Requirements

If for this Contract the Contractor made a commitment to achieve small business participation, then the Department requires the Contractor upon completion of this Contract (or within such other time period as may be specified elsewhere in this Contract) report the actual percentage of small business participation that was achieved. (Govt.

Code § 14841.)

3. DVBE Participation Requirements

a) If for this Contract the Contractor made a commitment to achieve the disabled veteran business enterprise (DVBE) participation goal, then, pursuant to Mil. & Vets. Code §999.5(d), the Contractor agrees to, upon completion of this Contract, certify that the DVBE subcontractor participation under this agreement is in compliance with the goals specified at the time of award of the contract or with any subsequent amendment using the Prime Contractor’s Certification – DVBE Subcontracting Report (STD 817). The certification must include all of the following:

i. the total amount the prime Contractor received under the Contract;

ii. the name, address, Contract number, and certification ID number of the

DVBE(s) that participated in the performance of this Contract;

iii. the amount and percentage of work the prime Contractor committed to provide to one or more DVBE(s) under the requirement of the Contract and the total payment each DVBE received from the prime Contractor;

iv. that all payments under the Contract have been made to the DVBE(s); and

v. the actual percentage of DVBE participation that was achieved. Upon request, the prime Contractor shall provide proof of payment for the work.

b) If for this Contract the Contractor made a commitment to achieve the DVBE participation goal, the Department will withhold $10,000 from the final payment, or the full final payment if less than $10,000, until the Contractor complies with the

California Department of Corrections and Rehabilitation California Correctional Health Care Services CCHCS Special Provisions Exhibit D

Revision 2-2025 certification requirements above. A Contractor that fails to comply with the certification requirement shall, after written notice, be allowed to cure the defect.

c) Notwithstanding any other law, if, after at least 15 calendar days but not more than

30 calendar days from the date of written notice, the prime contractor refuses to comply with the certification requirements, the Department shall permanently deduct $10,000 from the final payment, or the full payment if less than $10,000. (Mil. & Vets.

Code § 999.7)

d) The Contractor shall provide proof of payment for the work performed by the DVBE subcontractor(s) upon CDCR/CCHCS’ request.

e) A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code § 14841.)

f) The awarding department shall keep the certification on file. (Mil. & Vets § 999.5(e).)

The awarding department shall maintain all records of information provided by the prime contractor pursuant to Section 999.5 and shall establish appropriate review procedures for those records to ensure the accuracy and completeness of the award amounts and paid amounts reported. The records shall be maintained in a manner that facilitates access and review by external auditors. Records collected shall be retained for a minimum of six years after collection.

g) Contractor agrees to comply with the rules, regulations, ordinances, and statutes that apply to the DVBE program as defined in Section 999 of the Mil. & Vets. Code, including, but not limited to, the requirements of Section 999.5(d). (PCC Code § 10230)

Q. ELECTRONIC WASTE RECYCLING

The Provider certifies that it complies with the requirements of the Electronic Waste Recycling Act of 2003, Chapter 8.5, Part 3 of division 30, commencing with Section 42460 of the Public Resources Code, relating to hazardous and solid waste.

Provider shall maintain documentation and provide reasonable access to its records and documents that evidence compliance. CDCR/CCHCS electronic data stored upon any Provider device must be returned to the CDCR/CCHCS immediately and the Contractor must certify that CDCR/CCHCS data is either removed from the Providers devices by degaussing or shredding per National Institute of Standards and Technology (NIST) Special Publication Series 800-88 and National Industrial Security Program (NISP) Operating Manual (DOD 5220.22-M) and Clearing and Sanitization Matrix (C&SM) based on NSA/CSS Policy Manual 9-12, “Storage Device Declassification Manual”.

R. AUDIT

Contractor shall be aware of the penalties for violations of fraud and for obstruction of investigations as set forth in PCC § 10115.10. (See the State of California’s General Terms and Conditions (GTC), Section 4 – Audit for more information.)

California Department of Corrections and Rehabilitation California Correctional Health Care Services CCHCS Special Provisions Exhibit D

Revision 2-2025

S. EVALUATION OF CONTRACTOR FOR CONSULTING CONTRACTS $5,000.00 OR MORE

If this is a consulting service contract that is for $5,000.00 or more, the Contractor is hereby noticed that the CDCR/CCHCS Contract Manager will complete a written evaluation of the Contractor’s performance under this Agreement within sixty (60) business days following the term end date. The evaluation will be prepared on the Contractor Evaluation Form (STD 4) and maintained in the CDCR/CCHCS Contract Manager's file for 36 months. If the Contractor’s performance was unsatisfactory, a copy of the evaluation shall be sent to the Department of General Services (DGS), Office of Legal Services (OLS), within five (5) business days, and to the Contractor within fifteen (15) business days, following the completion of the evaluation.

The Contractor shall have 30 days to submit a written response to the evaluation to the Contract Manager. Such written response will be retained in the CDCR/CCHCS' Contract Manager file and a copy forwarded to DGS OLS.

T. EXECUTIVE ORDER N-6-22 – RUSSIAN SANCTIONS

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals.

“Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response.

Termination shall be at the sole discretion of the State.

U. CORONAVIRUS (COVID-19) REQUIREMENTS

The Contractor and its subcontractors are required to, at their own expense, comply with all applicable health and safety laws and regulations, including such laws and regulations pertaining to COVID-19. Additionally, the Contractor and its subcontractors are required to comply with CDCR/CCHCS’ specific health and safety requirements and policies, including such health and safety requirements and policies pertaining to COVID-19.

The Contractor agrees to comply, and to ensure their subcontractors comply, with the following:

1. Screening: The Contractor shall not dispatch any employees who are exhibiting COVID- 19 symptoms to CDCR/CCHCS worksites/locations. Each Contractor employee who visits institutional grounds may be required to undergo a health questionnaire to screen for COVID-19 before being granted access into the institution.

2. Testing: In addition to the screening, Contractor employees working full time at any institution or facility grounds may be subject to COVID-19 testing in the same manner as institution staff.

3. Facial Coverings: All Contractor employees working on institution grounds may be required to wear an approved facial covering at all times. Contractors are advised that

California Department of Corrections and Rehabilitation California Correctional Health Care Services CCHCS Special Provisions Exhibit D

Revision 2-2025 mask requirements at each institution or facility may vary (such as N95 masks being required and provided at certain locations) and as such, the requirements for that institution must be followed. Additionally, institutions or facilities may update their requirements in which case the Contractor’s employees must adhere to such updated requirements.

4. Vaccinations: The Contractor agrees to comply with current health and safety laws and regulations, as well as CDCR/CCHCS’ health and safety requirements and policies, as it pertains to vaccination requirements for contractor staff in certain locations/settings. Such laws, regulations, requirements, and policies will be enforced by the Contract Manager.

The Contractor agrees that if a Contractor employee is turned away from the institution gate due to displaying symptoms of COVID-19, or for not complying with the above requirements, the Contractor will not be compensated for the visit and another Contractor employee must be dispatched immediately to ensure Contractor’s adherence to the contract requirements.

V. LIMITATIONS

Senate Bill (SB) 34 declares that a contract that was entered into because of an act that would constitute a violation of a state or federal crime relating to bribery of a public official, including, but not limited to, a violation of Section 68 or 86 of the Penal Code, is voidable. The provisions of SB 34 apply to contracts executed on or after January 1, 2023, including contracts negotiated prior to January 1, 2023.

W. PUBLIC CONTRACTS: CONFLICTS OF INTEREST

The Contractor’s duties and services under this agreement shall not include preparing or assisting CDCR/CCHCS with any portion of CDCR/CCHCS’ preparation of a request for proposal, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CDCR/CCHCS. CDCR/CCHCS shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. The Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. The Contractor shall cooperate with CDCR/CCHCS to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by the Contractor pursuant to this agreement.

X. MINIMUM WAGE REQUIREMENTS FOR HEALTHCARE WORKERS

In all matters related to performance of this contract, the Contractor is responsible for and shall adhere to all minimum wage law requirements for its covered health care employees as defined by and in accordance with sections 1182.14 and 1182.15 of the California Labor Code including any other related provision of law. All financial obligations Contractor has to its covered health care employees have either been incorporated into the rates for compensation listed in Exhibit B-1 – Rate Sheet or are considered outside the scope of this agreement.

Further, CDCR/CCHCS may not be held responsible or financially liable for any alleged or actual violation of the minimum wage laws by the Contractor against any of its covered health care employees including for any related actions or claims initiated or filed by, or on behalf of, the Contractor, or its current, former, or would-be covered health care employees, including providers, subcontractors, or any person or entity associated with the Contractor's

California Department of Corrections and Rehabilitation California Correctional Health Care Services CCHCS Special Provisions Exhibit D

Revision 2-2025 performance of services under this agreement, such as but not limited to any action or claim for or related to lost wages or revenues, or other employment benefits including unemployment, tax withholdings, workers’ compensation, injuries, or illness, as these are the sole responsibility of the Contractor. To any extent that such an action or claim, by or on behalf of, or otherwise associated with respect to any Contractor responsibility under the minimum wage laws that results in any monetary assessment, either as awarded or per agreement, and however characterized, including but not limited to wages, compensation, or financial damages of any type; any withholding amount, or fine or other administrative assessment, settlement of any type, or attorney’s fees; whether or not involving any local, state, or federal law or local, state, or federal government entity, the Contractor agrees to pay all such costs that are assessed, awarded, agreed or incurred in any manner without involving CDCR/CCHCS or the State. The Contractor further agrees that it will indemnify, defend, and hold harmless the State, CDCR/CCHCS and CDCR/CCHCS’ officers, employees and agents in any of these matters.

Y. TARGET AREA CONTRACT PREFERENCE ACT

1. Contractor agrees to comply with the requirements of the Target Area Contract Preference Act (Government Code Section 4530, et seq.) and attendant rules and regulations. (Title 2, California Administrative Code, Section 1896.30, et seq.).

2. Contractor agrees that the state contracting agency, or its delegee, will have the right to inspect its facilities and operations and to inspect, review, obtain, and copy all records pertaining to performance of the contract or compliance with the requirements of the Act and attendant rules and regulations. Contractor further agrees that such records shall be maintained for a period of three (3) years after final payment under the contract.

3. Contractor agrees with respect to a certification to hire persons with high risk of unemployment, to:

a) Act in good faith for the purpose of maintaining such persons as employees for the duration of contract performance; and

b) To make a reasonable effort to replace such persons, who for any reason permanently cease to be on the payroll, with other persons with high risk of unemployment; and

c) To promptly report to the state contracting agency and thereafter confirm in writing within seven (7) days the names of any such persons who have been terminated or absent from work for more than three (3) consecutive work days and to communicate the reasons for the termination or absence. The contractor or vendor agrees under such circumstances to consult with the state contracting agency and the Employment Development Department with respect to replacement of such persons.

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