UNIVERSITY OF CALIFORNA HEALTH REQUEST

FOR PROPOSAL

TEMPORARY STAFF LABOR PROVIDER/VENDOR MANAGEMENT SYSTEM

RFP NUMBER DAW01

DATE ISSUED: November 16, 2017

DUE DATE: November 29, 2017 – 4:00 pm (PST)

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REQUEST FOR PROPOSAL

The Regents of the University of California on behalf of its five (5) medical centers (UC Davis Health System, UC Irvine Health, UCLA Health, UCSF Health and UCSD Health System), hereafter known as UC Health is soliciting proposals for providing UC Health and it constituent hospitals with comprehensive temporary labor services provider/vendor management system solutions for workforce management of temporary healthcare staffing as outlined herein.

I. SCOPE OF SERVICES

UC Health seeks to partner with a single organization to integrate the business functions related to supplemental clinical, non-clinical, and IT staffing as outlined herein. The scope of this partnership would include all of the following:

o Initially, UC Davis Health System, UC Irvine Health and UCSD Health System will participate in this initiative. UCLA Health and UCSF Health reserve the right to join the initiative at a later date.

o A common rate schedule, based on region, to all UC Health businesses for supplemental staffing (Referred to in this RFP as HCP’s or healthcare professionals).

o Common centralized credentialing and background checking for supplemental staff

o Electronic scheduling of supplemental staff

o Electronic time keeping, invoicing and payment for supplemental staff

o One call staffing - brokering all supplemental staffing not provided by primary agency

o Detailed reporting of all UC Health supplemental staffing utilization

o Onsite vendor provided support staff

II. UC HEALTH BACKGROUND

Our five academic health centers form a $10 billion enterprise providing broad access to specialized care that earns the highest national rankings. Our health sciences education system, the country’s largest with more than 14,000 students and 17 health professional schools, is educating tomorrow’s leaders. Our world-class research is tackling health’s toughest challenges. Overall, UC Health generates about 117,000 jobs in the state, $12.5 billion in annual contribution to gross state product and $16.7 billion in economic activity, according to a 2011 independent economic impact report.

Behind those numbers are our people, from physicians and nurses to clinicians and researchers, who work hard to save lives and improve health across California and around the world.

The temporary labor program at the University of California Health Systems aims to supplement and enhance the overall clinical and non-clinical staffing at its five constituent facilities.

III. RESPONSE DUE DATE

Responses are due on November 29, 2017 at 4:00 pm (PST).

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IV. VENDOR PRESENTATIONS

Qualified vendors will be invited to participate in vendor presentations with UC Health representatives. Each vendor will be given one hour to present their proposed programs as it meets the objectives of this Request for Proposal (RFP) and to address any questions with the UC Health representatives. Presentations are tentatively scheduled for December 18 and/or 19, 2017. Invitations to participate in the vendor presentations will be made no later than December 8, 2017.

Vendors should not make any travel arrangements until receipt of invitation to participate. UC Health will not be responsible for any costs associated with a vendor’s participation in the vendor presentations and/or for any expenses incurred should a vendor not be invited to participate in the vendor presentation.

Vendor presentations will be held at:

UC Irvine Medical Center

UC Health reserves the right to reschedule the vendor presentation dates.

V. GENERAL INSTRUCTIONS

A. Vendors are required to submit acknowledge of RFP receipt and provide their intent to participate. All acknowledgements must be received by November 20, 2017 and should be submitted by email to Andy Willis (andy.willis@ucop.edu).

B. The respondent shall provide two (2) written copies and two (2) electronic copies (flash drive) of their response. One (1) written copy should be clearly marked as the “master copy”.

C. A cover letter should be included with response and should include a brief statement of respondent’s strengths as a managed services provider. The cover letter should identify the representative of the company that is duly authorized to commit and respond on behalf of the company. This person must sign the cover letter.

D. Responses should include a return of the original RFP with initials in the space provided (lower right hand corner of each page). Respondent’s initials will acknowledge respondent’s understanding and acceptance of the contents on that page.

E. Responses should be submitted in a sealed container, package or envelope that will preserve contents until opened by an authorized UC Health representative. The RFP number should be clearly marked on the outside of the container, package, or envelope.

F. Overnight express mail, messenger, or any other delivery method that will ensure on-time delivery with proof of delivery should be used to send responses. UC Health does not assume responsibility for late receipt (delivery) of response or responses sent by the United States Postal Services.

G. Responses made by email or facsimile will not be accepted.

H. Responses should be sent to:

Andy WillisStrategic Sourcing Manager, UC Health@ UC Davis Medical Center4800 2nd Avenue, FSSB Suite 3010Sacramento, CA 95817 Telephone No.: (916) 703-3317

I. Responses should be made in the same order as provided in the RFP. Additional information and/or documents may be attached at the end of the response. The RFP section and item numbers should

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be noted and referenced on any additional documents.

J. Failure to comply with the provisions outlined herein (General Instructions) will result in your proposal being non-qualified and rejected as non-responsive.

K. Deviations from the RFP expectations and requirements must be noted in respondent’s response. Respondents should be aware that any deviations to the minimum expectations and/or requirements as outlined in this RFP may result in disqualification.

L. Questions should be submitted in writing by email to:

Andy WillisAndy.willis@ucop.edu

M. Responses to questions will be made in writing to all potential respondents. UC Health does not assume responsibility for questions or responses received after the RFP question and response deadline that might prevent the respondent’s ability to provide a response within the established deadline.

N. Any and all questions should be submitted to the designated UC Health representative. UC Health does not assume any responsibility for questions submitted to or answered by an unauthorized UC Health representative.

O. Potential respondents may not make contact with any member of the UC Health and may only contact the authorized UC Health staff as outlined in this RFP.

Failure to comply with this requirement may result in the disqualification of the vendor in further participation of this RF.

VI. SCHEDULE OF EVENTS

Distribution of RFP

RFP Receipt Acknowledgement

November 16, 2017

and Intent to Participate November 20, 2017

Written RFP Questions Due November 20, 2017 4:00 pm (PST)

Responses to Questions November 22, 2017

Vendor Presentations December 18th and/or 19th, 2017

RFP Responses Due November 29, 2017 – noon (PST)

Selection of Vendor To Be Determined

UC Health reserves the right to change and/or modify this schedule. All vendor participants will be notified of any changes.

A. BASIS FOR AWARD/SELECTION CRITERIA

A. It is the intent of University of California Health Systems to review and/or award the resulting contract to the responsive and responsible company whose proposal is determined to be the best overall value to University of California Health Systems. Award is made for RFP responses with the best overall value to UC Health. Cost shall be a factor in the award but not the only factor.

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B. University of California Health Systems may appoint a committee to perform the evaluation. Each proposal will be analyzed to determine overall responsiveness, best qualifications and best value for University of California Health Systems. The selection committee may select all, some or none of the awarded vendors for interviews and/or presentations. If University of California Health Systems elects to conduct interviews and/or presentations, awarded vendors may be interviewed and scored based upon the criteria referenced within RFP. University of California Health Systems may also request additional information of awarded vendors at any time prior to award. University of California Health Systems reserves the right to select one, or more, or none of the awarded vendors for award.

C. This contract will be reviewed and/or awarded to the responsible company whose RFP response is determined to be the best overall value to UC Health considering all factors in this RFP, and at the sole discretion of University of California Health Systems.

D. Other conditions or issues deemed appropriate by the UC Health staff as it relates to the particular services requested in the RFP.

E. A prequalification process will be used to identify vendors who will be invited to participate in vendor presentations. The prequalification process will include but not limited to the review of the vendor responses to determine their ability to meet the operational model, requirements, and expectations of UC Health as outlined in this RFP.

F. Utilization of services outline in this RFP is estimated only and used to solicit responses. It does not bind UC Health to order the same amount in the RFP. UC Health reserves the right to utilize services more or less than the time estimated in this RFP.

G. UC Health reserves the right to award contracts based on the RFP to a single provider, affiliated consortium of service partners or multiple awarded vendors.

H. All current service provider contracts remain in effect with UC Health remain in effect throughout the evaluation process and said providers may be considered in the RFP process.

B. VENDOR RESPONSE TEMPLATE

A. See Attachment I – Vendor Response Worksheet

B. Responses must be submitted on the Vendor Response Worksheet, unless otherwise specified.

C. Failure to appropriately complete the Vendor Response Worksheet may be considered non-responsive and prospective respondent will not be included in the vendor selection and award process.

C. SUPPLEMENTAL INFORMATION

A. Supplemental material, case studies, graphs, charts data, marketing literature, reference letters, certificates of accreditation and potential services beyond the stated scope of this RFP may be submitted with responses. Supplemental material should be submitted as exhibits to the responses and clearly marked as such.

D. GENERAL TERMS AND CONDITIONS

A. Preparation Costs: UC Health is not responsible for any preparation costs incurred by respondent. Respondent is solely responsible for all costs in association with information, proposals, visitations, demonstration, and personnel furnished to comply with this RFP or any subsequent requests prior to

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issuance of an agreement.

B. Term of Agreement: The term of any agreement arising from this RFP shall be for three (3) years with two (2) one year renewals. Any renewals must be agreed upon in writing by both parties. In the event the agreement is not renewed the agreement shall continue to be in full force and effect after such termination for any HCPs then on assignment with UC Health or scheduled to commence an assignment with UC Health less than 14 days after such termination and the parties agree to fulfill all obligations hereunder with respect to such HCPs.

C. Joint Ventures or Subcontracts for Products or Services Requested: No contract shall be made by the awarded vendor with any other party for furnishing any of the work or services herein contracted for without the written approval of UC Health. This provision will not be taken as requiring the approval by UC Health for employment between the awarded vendor and employees.

D. Furnished Property: No material, labor or facilities will be furnished by UC Health unless otherwise provided for in this RFP.

E. Access to Books and Records: Until the expiration of four (4) years after the furnishing of services under this Agreement, upon written request by the Secretary of the United States Department of Health and Human Services, the United States Comptroller General, or any of their duly authorized representatives, the parties will make available the contracts, books, documents and records necessary to verify the nature and extent of the costs of providing those services. If either party carries out any of the duties of this Agreement through a subcontract with a value of $10,000 or more over a 12-month period with a related individual or organization, the party agrees to include in any such subcontract a clause permitting access by the Secretary, the Comptroller General, and their representatives to the related Sub awarded vendor’s books and records. This section is included pursuant to and is governed by the requirements of §§1102 and 1871 of the Social Security Act (42 U.S.C. §§ 1302 and 1395hh) and the regulations in 42 CFR §§420.300-420.304.

F. Health Insurance Portability and Accountability Act of 1996 (HIPPA): The parties understand and agree that this Agreement is subject to the Health Insurance Portability and Accountability Act of 1996 and the Privacy and Security Regulations, 45 C.F.R. Parts 160, 162 and 164 issued under said Act. The Parties agree to strictly comply with HIPAA and the regulations issued under HIPAA and to execute any documents that may be required by HIPAA or the HIPAA Privacy Security Regulations. Failure of the awarded vendor or its employees, agents, and/or approved agencies to comply with HIPAA regulations issued under HIPAA or to execute any documents concerning compliance when requested by UC Health shall be a material breach of this Agreement and shall permit UC Health to immediately terminate this Agreement. UC Health will make the decision whether or not documents will be required and UC Health’s decision shall be final.

G. Force Majeure: Neither Awarded vendor nor University of California Health Systems shall be responsible or deemed to be in default of its obligations to the other to the extent any failure to perform or delay in performing its obligations under this Contract is caused by events or conditions beyond the reasonable control of that party, and are not due to the negligence or willful misconduct of such party (hereinafter, “force majeure events”). For purposes of this Contract, force majeure events shall include but are not limited to, acts of God or public enemy, war, riot or civil commotion, strikes, epidemic, fire, earthquake, tornado, hurricane, flood, explosion, terrorist acts or other catastrophes, or events or conditions due to governmental law, regulations, ordinances, order of a court of competent jurisdiction, executive decree or order. However, in the event of such delay(s) or nonperformance, the party so delayed shall furnish prompt written notice to the other party (including the date of inception of the force majeure event and the extent to which it will affect performance) and shall undertake all efforts reasonably possible to cure the delay or nonperformance and mitigate its effects or to otherwise perform. University of California Health Systems shall not be responsible for payment for any product or service delayed or foreclosed by any force majeure event unless and until such delayed or foreclosed product.

H. Nondiscrimination/Affirmative Action: During the performance services provided under this RFP, Service Provider agrees to comply with all federal, state and local laws respecting discrimination in

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employment and non-segregation of facilities including, but not limited to, requirements set out at 41 CFR 60-1.5, 60-250.4 and 60.741.4, which equal opportunity clauses are hereby incorporated by reference. Notification is hereby given that compliance with these clauses may require Vendor to annually file certain reports (e.g., the EEO-1 Report and BETS- 100 Report) with federal government and may require the Vendor to develop written Affirmative Action Programs for Women and Minorities, covered Veterans and/or Handicapped Persons.

I. Allocation and Deduction of Travel Expenses: The awarded vendor’s hourly billing rates and UC Health’s payment of those hourly rates necessarily incorporate and contemplate that a portion of those rates is to reimburse Agency for all lodging, meals and incidental expenses incurred by the HCPs (“travel expenses”). UC Health acknowledges and agrees that a portion of its payment for the hourly billing rates shall reimburse Agency for all travel expenses paid by Agency to any of its HCPs providing services to Awarded vendor hereunder. Awarded vendor may deduct such allocable portion of the payment as travel expenses subject to any applicable federal limitations. Agency shall provide Awarded vendor with information detailing all such per diem allowances paid for travel expenses on a report referenced and included as a part of each invoice. Each such report shall be deemed to be incorporated by reference into the applicable invoice and read as a part thereof. Such report shall contain the names of each HCP providing services to awarded vendor who received per diem allowances during the period referenced on the invoice, as well as the aggregate amount of those allowances during the billing period. Copies of such expense reports are maintained by Agency and are available upon request if needed to further substantiate awarded vendor’s tax deductions for travel expenses.

Agency is providing awarded vendor with an aggregate hourly rate for billing purposes which is inclusive of both (i) amounts for healthcare services provided by HCPs hereunder; and (ii) reimbursements for per diem allowances paid by Agency to HCPs (at the current rate, with 0% markup). The aforementioned hourly rate is being given solely at awarded vendor's request to allow awarded vendor to compare the total cost of Agency's services to its competitors' and it shall in no way reflect treatment of how Agency is paying wages to its HCPs.

J. Invoice and Billing Practices: Services Provider will invoice University of California Health Systems on a bi-weekly basis for all amounts pursuant to the rates and terms contained in the Rate Schedule attached to the agreement.

Invoices shall be consolidated into one invoice and forwarded by Services Provider to the respective UC Health facility for payment. All payments for services rendered by Services Provider, its affiliates and any Approved Vendors under the terms of Agreement shall be submitted by the UC Health facility directly to Services Provider. No payments shall be submitted by UC Health facility to any other such party or agency directly for services performed.

Payment shall be due within thirty (30) days after receipt of a valid and accurate invoice. University of California Health Systems will submit any and all objections to the invoices to Services Provider within fifteen (15) days after receipt of the invoice.

K. Insurance: Each contracted service provider under this agreement (Party) agrees to maintain, at its own cost and expense, insurance coverage as necessary and reasonable to insure itself and its employees and agents in connection with the performance of its duties and responsibilities under this Agreement. Prior to providing services, or subsequently, upon request, all Parties agree to provide a Certificate of Insurance evidencing said insurance coverage. Minimum coverage is as follows:

Professional Liability:$2 M per occurrence / $5 M aggregate

Workers Compensation Coverage:Evidence of coverage as mandated by state and federal government

Automobile liability Coverage: (Required for Home Health Professionals)$500,000 bodily injury & property

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** Damage arising out of the use of any non-owned or hired autos

Insurance ProvidersAll such coverage must be provided (i) by commercial insurers that have a minimum current A.M. Best rating of B+ or better, or (ii) through an appropriately-funded, actuarially-sound self-insurance program.

L. Liability and Indemnification:

(1) Awarded vendor agrees to indemnify and hold harmless University of California Health Systems, its affiliates, directors, officers, agents, trustees, employees, agents and representatives from claims and liabilities (including reasonable attorneys’ fees and expenses incurred in the defense thereof at all trial levels) relating to any property damage, personal injuries or death, directly arising out of the acts or omissions of awarded vendor or its employees arising out of or relating to services provided under this Agreement and claims and liabilities relating to any action, cause of action, claims, lawsuits or investigations against University of California Health Systems by any person or a governmental entity or agency relating to any action or omission to act by Service Provider or its employees, including, but not limited to, discrimination, wrongful discharge, retaliation, breach of contract or any other federal, state or agency law, rule or regulation.

(2) Awarded vendor agrees to cause each Approved Agency to indemnify and hold harmless University of California Health Systems, Awarded vendor and their affiliates, directors, officers, agents, trustees, employees, agents and representatives from claims and liabilities (including reasonable attorneys’ fees and expenses incurred in the defense thereof at all trial levels) relating to any property damage, personal injuries or death, directly arising out of or relating to the acts or omissions of the Approved Agency or its employees in connection with the Approved Agency’s or its employees services to University of California Health Systems and claims and liabilities relating to any action, cause of action, claims, lawsuits or investigations against University of California Health Systems by any person or a governmental entity or agency relating to any action or omission to act by the Approved Agency or its employees, including, but not limited to, discrimination, wrongful discharge, retaliation, breach of contract or any other federal, state or agency law, rule or regulation.

(3) University of California Health Systems agrees to indemnify and hold harmless awarded vendor and each Approved agency, their affiliates, directors, officers, agents, trustees, employees, agents and representatives from claims and liabilities (including reasonable attorneys’ fees and expenses incurred in the defense thereof at all trial levels) relating to personal injuries or death, directly arising out of the acts or omissions of University of California Health Systems or its employees, and claims and liabilities relating to any action, cause of action, claims, lawsuits or investigations against Service Provider or an approved agency by any person or a governmental entity or agency relating to any action or omission to act by University of California Health Systems, its employees, agents, including, but not limited to, discrimination, wrongful discharge, retaliation, breach of contract or any other federal, state or agency law, rule or regulation.

University of California Health Systems and awarded vendor each agree that they and each approved agency shall only be liable under this Section 17 for the proportionate liability or relative share of negligence allocated to such party based on the acts or omissions of its employees, agents or representatives. If such allocation is not determined by a court of competent jurisdiction and the parties in good faith are otherwise unable to agree to such allocations,either University of California Health Systems or Service Provider may bring an action, including a summary or expedited proceeding, to compel binding arbitration of such matter.

M. Responsibilities of Approved agency: Approved agency and its employees shall at all times diligently, professionally and ethically carry out their responsibilities under this Agreement in the best interest of UC Health and its patients.

1. Documentation of HCPs . Approved agency agrees to comply with the UC Health accreditation and licensing requirements attached to the Approved agency Guide (see Attachment B).

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Approved agency shall provide awarded vendor sufficient evidence to verify that each HCP has satisfactorily completed all UC Health required documents and continues to be current during the applicable assignment.

2. Standard of Practice . Approved agency shall be in compliance and ensure that all HCPs it provides to the UC Health under this Agreement shall conduct themselves in accordance with the requirements and recommendations of all applicable laws, the Joint Commission on Accreditation of Healthcare Organizations, OHSA, CDC regulatory agencies, the policies and procedures of the UC Health and current standards of practice as they pertain to performance of services under this Agreement.

3. Online Testing of HCPs Approved agency agrees to abide by the Policies and Procedures relating to online testing attached to the Approved agency Guide (see Attachment B). Approved agency agrees to indemnify and hold harmless awarded vendor, its officers, directors, agents and employees for any breach by Approved agency of such Policies and Procedures.

A representative of awarded vendor will coordinate receipt of the foregoing documentation in order to confirm that the HCP has met all requirements of the UC Health. A complete profile of each candidate (including, but not limited to credentialing and screening) shall be completed by Approved agency prior to submitting a candidate to Awarded vendor. Approved agency shall cause all of its employees to be in compliance therewith throughout the term of his/her assignment. Approved agency shall continue to monitor such candidate’s compliance therewith during the term of the assignment and shall provide Awarded vendor with updated information, as applicable. Any violation of compliance with the required credentialing standards may result in the cancellation of such HCP from an assignment.Approved agency will provide confirmation of HCP’s acceptance of an assignment to Awarded vendor. Approved agency shall notify Awarded vendor as soon as practicable upon receiving information that HCP may cancel or postpone an assignment.

4. Experience . Each HCP supplied by the Approved agency must have a minimum of one-year experience in an acute care setting; and Approved agency shall ensure that each HCP supplied by the Approved agency for specialized units has at least one year's full-time equivalent experience in that specialty area within the two years preceding the date the HCP is supplied to the UC Health under this Agreement. Although each HCP will be pre-screened and/or interviewed by Awarded vendor, a final determination for temporary employment shall be made by the UC Health.

5. Licenses/Certifications on Probation or Suspension . Prior to each HCP’s assignment with the UC Health, Approved agency shall verify with the applicable state board that the HCP is not on probation or suspension. No HCP who is on probation or whose license is suspended as described above or for whom board proceedings are pending shall be supplied to Awarded vendor. In addition, any HCP who is on a temporary license or other similar license shall be noted in bold print on an application.

6. Non-Discrimination . Approved agency shall, and shall cause all of its HCPs supplied by Approved agency to UC Health under this Agreement to, provide services to patients under this Agreement regardless of the patient's race, color, age, creed, sex, sexual orientation, national origin, disability, Vietnam Veteran status, status as a member of the Uniformed Services, or any other classification regulated by law.

7. Compliance with Applicable Laws . During the term of this Agreement, Approved agency is, and shall cause its HCPs to be, in compliance with all applicable local, municipal, state and federal laws and all rules and regulations applicable to the services described herein.

8. Work Authorization . Approved agency will obtain and keep on file all documentation with respect to HCPs supplied to the UC Health hereunder required by Awarded vendor, the UC Health, and by the Bureau of Citizenship and Immigration Services to prove legal status to work and reside in the United States of America. Upon twenty-four hours written notice, awarded vendor and/or the UC Health may inspect Approved agency’s records during its

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regular business hours to verify Approved agency’s compliance with this Agreement.

9. No Solicitation . During the term of the agreement, Approved agency shall not contact UC Health or any of its employees, agents or representatives directly to provide, coordinate placement of, or manage the assignments of HCPs. Approved agency shall not accept solicitations from the UC Health for the services described herein during the term of this Agreement. Furthermore, Approved agency may not engage approved agencys to provide HCPs for assignments procured by awarded vendor at the UC Health without Awarded vendor’ prior written consent.

N. Responsibility of UC Health to Approved agency:

1. Orientation. All HCPs shall be oriented to the individual unit/department in accordance with the standards of The Joint Commission (TJC) or other accreditation agencies, OSHA, CDC, federal/ state regulatory agencies and state board of nursing practice act prior to assuming patient care duties.

2. Evaluation . All HCPs shall be evaluated by the charge nurse or unit supervisor periodically. Awarded vendor will use commercially reasonable efforts to obtain such evaluations upon receipt of a reasonable request for the same from Approved agency. With respect to HCPs on assignment for 8 weeks or more, Awarded vendor will use commercially reasonable efforts to have all personnel evaluated by the charge nurse or unit supervisor at the end of each assignment.

3. Small Business . Upon Awarded vendor’s request, Approved agency agrees to provide Awarded vendor with documentation evidencing Approved agency’s status as a “small business” or “disadvantaged small business” as described by the United States Small Business Association, if applicable.

O. Solicitation of Staff, Employees and Clients:

1. Flipping . During the term of this Agreement, if, and to the extent that, any candidate whose profile is submitted by Approved agency to Awarded vendor is working at UC Health’s facility for Awarded vendor or Approved agency (in either instance, the "Staff Employer"), then the other party agrees that it will not, and will cause its affiliates not to, interfere with the business of the Staff Employer and its affiliates by inducing that candidate to become employed by the other party at UC Health’s facility (e.g. no "flipping").

2. HCP Working for Both Parties . During the term of this Agreement, if a candidate's profile is submitted by Approved agency to Awarded vendor and such candidate is actively working for both parties at a non-UC Health facility, then the party that submits the candidate for a position at a UC Health facility first shall be awarded the contract with the candidate if the candidate is selected to work at a UC Health facility; provided, however, that there shall be no prohibitions or restrictions on either party with respect to hiring such candidate for any non-UC Health facility.

3. HCP Working for Approved agency . During the term of this Agreement, if a candidate's profile is submitted by Approved agency to Awarded vendor and such candidate is actively working for Approved agency but not for Awarded vendor, then Awarded vendor shall not, and shall cause its affiliates not to, interfere with the business of Approved agency and its affiliates by inducing such candidate to become employed by Awarded vendor or any of its affiliates at any facility (non- UC Health or otherwise) during the 6-month period immediately following the day that the candidate's profile was submitted by Approved agency to Awarded vendor.

4. Def init ion of “ Ac ti vel y W ork ing. ” As used in this Section, "actively working" means that a candidate's profile has been submitted by either party to a facility for an employment assignment within the preceding 6- month period prior to the time such candidate's profile is submitted by Approved agency to Awarded vendor or that the candidate is currently working on an assignment for a party.

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5. Facilities : Throughout the term of this Agreement and for six months thereafter, Approved agency will not make any attempt to contract directly with UC Health as their exclusive vendor manager or preferred provider.

6. Hiring HCPs : UC Health may hire a Approved agency’s HCP for a permanent position upon completion of an HCPs assignment at no cost to the UC Health System.

UC Health may hire a Approved agency’s per diem HCP with no contingency fee upon completion of 300 hours within one year, if less than 300 hours have been worked by Approved agency’s per diem HCP there will be a contingency fee equal to $5,000.

7. Prior Employment by Hospital : Approved agency shall not assign to Hospital any HCP who has previously been employed by Hospital unless Hospital approves the assignment of such HCP in advance in each instance.

P. Cancellation of this RFP and/or Awarded vendor Agreement: UC Health reserves the right to cancel any RFP or awarded vendor award or any parts of any resulting contract when: (a) it is found that product quality, service or delivery is not in keeping with the provisions of this RFP and the awarded vendor has not cured the deficiencies within five (5) days of written or verbal notification, or (b) an item or items or service(s) are no longer needed. Cancellation notification under this provision shall be given to the awarded vendor in writing no later than thirty (30) days prior to the date the cancellation is effective. UC Health reserves the right to cancel with 30 day notice for cause or changing market conditions, or changing UC Health department(s) requirements, or changing requirements and/or savings identified through UC Health Value Analysis process, or identification of new technology/products, or due to mergers and/or affiliations of UC Health. (c) The product or service may be obtained through group purchasing activities with other institutions or firms. (d) The cancellation of the RFP or awarded vendor award is determined to be in the best interest of University of California Health Systems.

Q. Confidential, Trade Secrets or Proprietary Information: Those elements in each proposal which the respondent considers to be trade secrets, as that term is defined in Civil Code Section 3426.1(d), or otherwise exempt by law from disclosure, should be prominently marked as “TRADE SECRET”, “CONFIDENTIAL”, OR “PROPRIETARY” by the respondent. UC Health will not in any way, be liable or responsible for the disclosure of any such records including, without limitation, those so marked if disclosure is deemed to be required by law or by an order of the court.

R. Use of Name: The awarded vendor(s) shall be prohibited from making any reference to UC Health or its health systems and the use of the UC Health logo or the logo of its health systems, in any literature, promotional material, brochures, or sales presentation without the express written consent of UC Health.

S. Exclusion from Federal Health Programs: Awarded vendor and/or its approved agencys may not be excluded, debarred, or otherwise ineligible to participate in the Federal health care programs as defined in 42 U.S.C. Section 1320a-7b-(f) and/or be presented on the exclusion database of the Inspector General (OIG) or the Government Services Administration (GSA); convicted of a criminal offense related to the provisions of health care items or services but have not yet been excluded, debarred or otherwise declare ineligible to participate in the Federal health care programs; under investigation or otherwise aware of any circumstances which may result in awarded vendor or any of its approved agencys being excluded from participation in the Federal health care programs and/or being included on the OIG and/or GSA exclusion database; debarred, suspended excluded or disqualified by any Federal government agency or department or otherwise declared ineligible from receiving Federal contracts or federally approved subcontracts or from receiving Federal financial and nonfinancial assistance and benefits; and/or under investigation or otherwise aware of any circumstances which may result in awarded vendor or any of its approved agencys being debarred, suspended, excluded or disqualified by any Federal government agency or department or being excluded from receiving any Federal contracts or subcontracts or participating in any Federal financial and nonfinancial assistance and benefits.

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T. Unless otherwise stated herein, any applicable University of California Terms and Conditions (copy attached) shall be made a part of any agreement arising from the award of this RFP.

E. EXCEPTIONS AND AREAS OF NON-COMPLIANCE

A. Please indicate your compliance with the terms and conditions as set forth in this RFP.

100% Compliance – All terms and conditions of the RFP are accepted without any exceptions, limitations and/or exclusions.

Concession Requests – Acceptance with non-contingent concessions requested.

Non-Compliance – Acceptance contingent upon exceptions, limitations, and/or exclusions

Company

Signature Date

Name Title

B. All exceptions, limitations and/or exclusions should be provided as an exhibit to the response and should include but not limited to the following information:

RFP section number and description/requirement Details regarding exception, limitation and/or exclusion Suggested alternative, if applicable

C. UC Health reserves the right to review all exceptions, limitations and/or exclusions to determine its appropriateness to the scope of services as outlined in this RFP and may determine as the result of its review to disqualify a respondent from further consideration.