Attachment D
Agreement with CalOptima
HEALTH PLAN-PROVIDER INTERGOVERNMENTAL TRANSFER
RATE RANGE PROGRAM AGREEMENT
This Health Plan-ProviderIntergovernmentalTransferRate Range Program Agreement (“Agreement”) iseffectiveSeptember 1,2026 (“EffectiveDate”),by and between Orange County Health Authority,a Californialocalagency doing businessas CalOptima Health (“PLAN”), and the City of Newport Beach, a Californiamunicipal corporationoperating through its fire department(“PROVIDER”). PLAN and PROVIDER may eachbe referredto hereinas a “Party” and collectivelyas the “Parties”.
RECITALS
WHEREAS, PLAN is a county organized health system formed pursuant to California Welfare and InstitutionsCode § 14087.54 and Orange County Ordinance No. 3896 (as amended by Ordinance Nos. 00-8,05-008, 06-012, 09-001, 11-013, 14-002 and 16-001).
WHEREAS, PLAN is party to a Medi-Cal managed care contractwith the California Department of HealthCare Services(“DHCS”), enteredintopursuantto Welfare and Institutions Code § 14087.3,under which PLAN arrangesand pays for the provisionof covered Medi-Cal healthcareservicesto eligiblemembers residinginOrange County and enrolledin PLAN’S Medi- Cal program (“Members”).
WHEREAS, PROVIDER isan emergency transportproviderthatprovides transportation on a non-contractbasis,includingto Members.
WHEREAS, PLAN and PROVIDER desire to enter into this Agreement to provide Intergovernmental Transfer Medi-Cal Managed Care Rate Range Increases (“IGT Rate Increases”) Ifom PLAN to PROVIDER to maintain the availabilityof Medi-Cal health care servicesto Medi-Cal beneficiaries,as setforthin the Agreement.
NOW, THEREFORE, PLAN and PROVIDER, in considerationof the promises and the mutual covenants hereinstated,hereby agree as follows:
AGREEMENT
1. IGT Rate Ran2e Increases
A. Payment
Should PLAN receiveany IGT Rate Increasesfrom DHCS where the nonfederal share is funded by PROVIDER specificallypursuanttotheprovisionsof the IntergovernmentalAgreement Regarding Transferof PublicFunds (Contract# IGT-25-0017) between PROVIDER AND DHCS, (“Intergovernmental Agreement”) with a term of January 1,2025 through June 30,2028 forIGT Rate Increases,PLAN shallpay to PROVIDER the amount of the IGT Rate Increases received from DHCS, in accordance with Section I.E below regardingthe form and timing of Local Medi- Cal Managed Care Rate Range (“Local Range”) IGT payments. Local Range IGT payments paid to PROVIDER shallnot replaceor supplantany otheramounts paid or payable to PROVIDER by PLAN.
PLAN Administrative FeeB.
PLAN shallretaintwo percent(2.0%) of the IGT Rate Increase payments to PROVIDER (afterreimbursing PROVIDER’S initialcontributionto the IGT Rate Increase (“Administrative Fee”),priorto disbursingLocal Range IGT payments to PROVIDER. PLAN will expend the AdministrativeFee to cover expenses for administeringthe IGT payments. provider’s share of the IGT Rate Increase funds shall be calculated based on PROVIDER’S proportionateshareof the Local Range IGT Payment made by PLAN in Orange County to the respectivefundingentities.
1. Any amounts referenced in this Agreement are estimates.The Parties understandand agreethatthetotalamount of the IGT Rate Increasespaid by DHCS to PLAN may fluctuate as a result of Member enrollment in PLAN’S Medi-Cal program and the number of entitiesparticipatingin the IGT program. The Partiesfurtherunderstand and agree thatany such fluctuations will likewise affect the amount to be retainedby PLAN and the amount payable to PROVIDER by thesame percentageas thevarianceinthe IGT Rate Increases,ifany.
PLAN willultimatelynotretainany otherportionofthe IGT Rate Increases received from DHCS other than the Administrative Fee.
11. 111.
Conditions for PROVIDER Receivin2 Local Range IGT PaymentsC.
As a conditionforreceivingLocal Range IGT payments, PROVIDER shall,as of the date the particularLocal Range IGT Payment isdue:
continuetoprovideemergency transportservicestoMembers promptly and in a manner that ensures access to care consistent with PROVIDER’S regularbusinesspractices forprovidingsuch services;and
1. not discriminateagainstMembers or in any way, includingbased on type of insurance,or impose limitationson the acceptanceof Members for care or treatment that are not imposed on otherpatientsof PROVIDER.
11. Schedule and Notice of Transfer of Non-Federal FundsD.
PROVIDER shallprovidePLAN with a copy of the scheduleregardingthe transferof funds to DHCS referredto in the Intergovernmental Agreement within fifteen(15) calendardays of establishingsuch a schedulewith DHCS. Additionally,PROVIDER shallnotify PLAN in writingwithinseven (7)calendardays priorto any changes to an existingschedulewith DHCS, including,but not limitedto,changes to the amounts specifiedtherein.
1. PROVIDER shallprovidePLAN with writtennoticeof the amount and date of the transferwithinseven (7)calendardays afterfunds have been transferredby PROVIDER to DHCS foruse as the nonfederalshare of any IGT Rate Increases.
11.
Form and Timing of PaymentsE.
PLAN agreesto pay Loeal Range IGT Payments owed to PROVIDER under this Agreement inthefollowingform and accordingtothefollowingschedule:
PLAN agreesto pay the Local Range IGT payments to PROVIDER using the same mechanism through which compensation and payments are normally paid by PLAN to PROVIDER {e.g.,electronictransfer).
1. PLAN willpay the Local Range IGT payments to PROVIDER no later than thirty(30)calendardays afterreceiptof the IGT Rate Increasesfrom DHCS, unless PLAN cannot not make thepayment untila laterdatebased on no faultof PLAN, in which case PLAN willpay the Local Range IGT payment as soon as reasonablypracticable.
11. F. Consideration
As considerationforthe Local Range IGT payments, PROVIDER shall use the Local Range IGT payments solelyas follows:
1. The Local Range IGT payments are compensation for emergency ambulance servicesrenderedto Members by PROVIDER between January 1,2025,and December 31, 2025 (“Payment Period”),and shallbe used by PROVIDER solelyto fund the coststhat exceed the fee-for-servicerates paid by PLAN for Medi-Cal-covered servicesprovided to Members during the Payment Period.
a.
To the extentthattotalpayments receivedby PROVIDER under thisAgreement exceed the cost of Medi-Cal-covered servicesprovided to Members by PROVIDER during the Payment Period, the remaining Local Range IGT payment amounts shall constitute an overpayment, and PROVIDER shallreturnthosefundsto PLAN pursuant to Section LK.
Both Parties agree that none of these funds, either originallyfrom PROVIDER or the federalmatching funds willbe recycledback to PROVIDER’S generalfund, the State of California(“State”),including DHCS, or any other intermediary organization.
Payments made by Plan to PROVIDER under the terms of thisAgreement constitutepatienteare revenues.
11. G. Oversight and Compliance Responsibilities
PLAN’S oversightresponsibilitiesregardingPROVIDER’S use of the Loeal Range IGT payments are limitedto thissection.PLAN shallrequest,within thirty(30) ealendar days afterthe end of each Statefiscalyear in which Local Range IGT payments were transferred to PROVIDER, a written confirmation that states whether and how PROVIDER complied with the provisionssetforthin Section l.F.In each instance,PROVIDER shallprovide PLAN with writtenconfirmationof compliance withinthirty(30)calendardays of PLAN’S request.
1. PROVIDER shall ensure at all times that its use of Local Range IGT payments receivedunder thisAgreement complies with the terms of the Agreement, applicable laws, and Centers for Medicare & Medicaid Services (“CMS”) and DHCS requirements.
11.
H. Cooperation Amon2 Parties
Should disputesor disagreementsariseregardingthe ultimatecomputation or appropriatenessof any aspectof the Agreement, includingthe Local Range IGT payments, PROVIDER and PLAN agree to meet and confer in good faithand cooperate in allrespectsto resolvethe disputeand supportand preservethe Local Range IGT payments to the fullextent possibleon behalfof thesafetynetin Orange County.
Ifthe Partiesare unable to resolveany disputearisingout of or relatingto thisAgreement under Section1.H.ii,eitherPartymay submit thedisputeforresolutionexclusively through confidential,binding arbitration,insteadof through trialby court or jury, in Orange County, California.The arbitrationwill be conducted by JudicialArbitrationand Mediation Services (“JAMS”) in accordance with the commercial disputerulesthen in effectfor JAMS; provided,however, thatthisAgreement shallcontrolin instances where it conflicts with JAMS’s (orthe applicablearbitrationservice’s)rules.The arbitrationshallbe conducted on an expedited basisby a singlearbitrator.In making decisionsabout discoveryand case management, itisthe Parties’express agreement and intentthatthe arbitratorat alltimes promote efficiencywithout denying eitherPartytheabilitytopresentrelevantevidence.Inreachingand issuingdecisions,the arbitratorshallhave no jurisdictiontomake errorsof law and/orlegalreasoningortogivea remedy or award damages thatwould not be availableto such prevailingPartyin a courtof law, nor will the arbitratorhave the authorityto award punitive,exemplary, or trebledamages. The Partiesshall sharethe costsof arbitrationequally,and each Partyshallbear itsown attorneys’feesand costs.
1. 11.
With the exceptionof any disputethatunder applicablelaws may not be settledthrough arbitration,arbitrationunder Section I.H.ii is the exclusive method to resolve a disputebetween thePartiesarisingout of or relatingto thisAgreement thatisnot resolvedthrough the meet-and-confer processes.Notwithstanding the foregoing, either Party may institute proceedingsin a federalor statecourtof competent jurisdictionto seek temporary or preliminary injunctivereliefto enforcethe statusquo in any disputerelatingto thisAgreement pending the resolutionof thatdisputethrough arbitration.
111.
PROVIDER acknowledges thatGovernment Code § 911.2 requiresa claim againsta government entityto be brought no laterthan one (1)year afterthe accrualof the cause of action.As such, the Partiesagree thatarbitrationunder Section I.H.ii must be initiated within one (1) year of the earlierof the date the disputearose, was discovered, or should have been discovered with reasonable diligence;otherwise,the dispute will be deemed waived, and the complaining Party shallbe barred from initiatingarbitrationor other proceedings relatedto the dispute,includingany civilactioninstateor federalcourt. The deadline to file arbitration shall not be subjectto waiver,tolling,alteration,or modificationof any kind or for any reason otherthan fraud.
IV.
By agreeingto binding arbitrationas setforthin Section I.H.ii,the Parties acknowledge thatthey arewaiving certainsubstantialrightsand protectionswhich otherwisemay be availableifa disputebetween them was determined by litigationin a court,includingthe right to a jury trial,attorneys’fees,and certainrightsof appeal.
V.
I. Reconciliation and Overpayment
Within one hundred twenty (120)calendardays afterthe end of each PLAN fiscalyearinwhich PLAN made Local Range IGT payments to PROVIDER, PLAN shallperform a reconciliationof the Local Range IGT payments transmittedto the PROVIDER during the precedingfiscalyear,includingrequestingPROVIDER to furnishproof of compliance with this Agreement and applicablelaws,to ensurethatthe supportingamount of IGT Rate Increases were receivedby PLAN from DHCS.
1. PROVIDER agreesto returnto PLAN any overpayment of Local Range IGT payments made in errorto PROVIDER within thirty(30) calendardays afterreceiptfrom PLAN of a writtennoticeof theoverpayment error,unlessPROVIDER submitsa writtenobjection to PLAN. Any such objectionshallbe resolvedin accordance with the disputeresolutionprocess set forth in Section 1 .H.
11. PROVIDER shallreportto PLAN any overpayment receivedunder this Agreement and identifiedby PROVIDER and to repay such overpayment to PLAN within sixty (60) days of such identificationby PROVIDER. PROVIDER acknowledges and agrees that,if PLAN determinesthatan amount has been overpaidor paid in duplicate,or thatfunds were paid which were not due under thisAgreement to PROVIDER, PLAN may recover such amounts from PROVIDER by recoupment or offsetfrom current or future amounts due from PLAN to PROVIDER under any contractbetween the Parties,aftergiving notice and an opportunityto retum/pay such amounts.
111.
The reconciliationprocessestablishedunder thissectionis distinct from the indemnificationprovisions set forth in Section l.J below. PLAN agrees to transmit to the PROVIDER any underpayment of Local Range IGT payments withinthirty(30) calendardays of PLAN’S identificationof such underpayment.
IV.
J. DHCS Payment and Indemnification
i. PROVIDER agreesto and acknowledges the following:(1) PLAN has no obligationto make any payments hereunder untilPLAN has received IGT Rate Increases from DHCS; (2)PLAN isnot responsibleforDHCS payments to PLAN, includingany mathematical calculationsmade by DHCS, and (3)PLAN isnot responsibleforthetiming of thepayments from DHCS to PLAN (includingthe conditionsprecedent to the timing of such payments, which includesthe timing of DHCS submission to CMS and/orCMS review and approval).In addition, PLAN and PROVIDER agree and acknowledge that nothing herein is intended to create an obligationon thepartof PLAN to agreeto delaysincapitationpayment(s) from DHCS in orderto accommodate payments under thisAgreement.
Each Party agrees to defend, indemnify, and hold each other and DHCS harmless with respectto any claims,costs,damages and expenses,includingreasonableattorneys’ fees,thatarerelatedto or ariseout of (i)the negligentor willfulperformance or non-performance by the indemnifying Party of any functions,duties,or obligationsof the Party under this Agreement, or (ii)a Party’sviolationof applicablelaw.
11.
Term and Termination2.
This agreement shallcommence on theEffectiveDate and shallexpireon JuneA. 30, 2028.
EitherParty may terminatethisAgreement upon thirty(30) days’ prior written noticeto the otherPartyifthe otherPartymateriallybreachesa provisionof the Agreement and does not eure thebreach withinthethirty(30)-daynoticeperiod.
EitherPartymay terminatethisAgreement without cause upon sixty(60) days’ priorwrittennoticeto theotherParty.
B.
C.
Miscellaneous Provisions3.
Any failureof a Partyto insistupon strictcompliance with any provisionof this Agreement shallnot be deemed a waiver of such provisionor any other provision of this Agreement. To be effective,a waiver must be inwritingand signed and dated by the Parties.
A.
Neither Party may assignthisAgreement, eitherin whole or in part,without the priorwrittenconsentof theotherParty.
This Agreement may only be amended in a writingsignedby both Parties.
Any noticesrequiredor permittedunder thisAgreement shallbe in writingand delivered to the addresses set forth below in this Section3.D. Any noticenot relatedtotermination of thisAgreement may be sentelectronieallyto the other Party’se-mail addresslistedin this sectionor such otheraddressas may be provided by a Partyto the otherPartyfrom time to time.
Ifnoticerelatestoterminationof thisAgreement, such noticeshallbe sentby registeredor certified mail,postageprepaid,returnreceiptrequested,or by any otherovernightdeliveryservicethat deliversto the noticeddestinationand providesproof of deliveryto the sender.All noticessentto the addresses setforthin thissectionshallbe effective(i)when firstreceivedby the Party,or (ii) upon refusalof deliveryby thePartytowhich itwas sent.Any Partywhose addressehanges during the term of the Agreement shallpromptly notifythe other Party in writing.If PLAN eannot complete noticeunder thisSection3.D because PROVIDER’S addresses are incorrect and/or PROVIDER failedto notifyPLAN of the change, PLAN shallprovide noticeunder thisSection
3.D, includingforAgreement termination,by making commercially reasonableeffortsto deliver noticein any manner reasonablycalculatedto give PROVIDER actualnotice,and notice shallbe deemed deliveredupon the completionof thoseefforts.
B.
C.
D.
Ifto PLAN: 505 City Parkway West Orange, CA 92868
Attention:StrategicDevelopment
Newport Beach, CA 92660If to PROVIDER: 100 Civic Center Drive Each Partyshallbe excused from performancehereunderfor any period thatitis preventedfrom meeting the terms of thisAgreement as a resultof a catastrophicoccurrence or naturaldisaster,includingan act of war and excluding labor disputes(each a “Force Majeure E.
Event”).A PartyinvokingthisclauseshallprovidetheotherPartywith prompt writtennoticeof any delay or failureto perform thatoccursby reasonof a Foree Majeure Event. Ifthe Force Majeure Event eontinuesfora periodof ten(10)days,the Partyunaffectedby the Force Majeure Event may terminatethisAgreement upon noticetotheother Party.
Eaeh Party and any of itsagents or employees of PROVIDER shall aet in an independentcapacityand not as officers,employees, or agents of the other Party under this Agreement.PROVIDER’S relationshipwithPLAN underthisAgreement isthatof an independent contractor.PROVIDER’S personnelperformingservicesunder thisAgreement shallbe atalltimes under PROVIDER’S exclusive direction and control and shallbe employees and/or agents of PROVIDER. PROVIDER shallpay allwages, salaries,and other amounts due itsemployees in eonneetionwith thisAgreement and shallbe responsibleforallreportsand obligationsrespecting them, sueh as socialsecurity,income tax withholding,unemployment eompensation,workers’ compensation, and similarmatters.
This Agreement shallbe governed by and construedinaccordance with all laws of the Stateof California.Subjectto therestrictionsin Section 1.H,PROVIDER shallbring any and alllegalproceedingsagainstPLAN under thisAgreement in CaliforniaState courts in Orange County,California,unlessmandated by law tobe broughtin federaleourt,inwhich casesueh legal proeeedingshallbe broughtintheCentralDistrictCourt of California.
Ifany provisionofthisAgreement isrenderedinvalidor unenforeeableby appliable laws or is declarednulland void by any eourtof eompetent jurisdiction,the remainder of the provisionshereofshallremain infullforeeand effectas though the invalidor unenforceableparts had not been included herein.
F.
G.
H.
This Agreement, ineludingitsreeitalsand attachments,eonstitutes the entire agreementbetween thePartiesand supersedesand terminatesany previous agreements between the Parties.All prioror eontemporaneous agreements,promises,negotiationsor representations, eitheroralor written,relatingto the subjeetmatter and period governed by thisAgreement not expresslyset forthherein shallbe of no furtherforce,effeet,or legal consequence afterthe Effeetive Date.
1. This Agreement may be exeeutedinmultiplecounterparts,each of which shall be deemed an originaland allof which togethershallbe deemed one and the same instrument.
The personsexecutingthisAgreement on behalfof thePartieswarrantthatthey are duly authorizedto executethisAgreement and thatby executingthisAgreement, the Partiesare formallybound.
J.
K.
[signaturepage follows]
SIGNATURES
PLAN: CalOptima Health
Date:
By: Yunkyung Kim, Chief Operating Officer
PROVIDER: City of Newport Beach
Date:
By: Seimone Jurjis,City Manager
ATTEST:
Date:
Lena Shumway, City Clerk
APPROVED AS TO FORM:
:orney
Date:
rp,City AttAaron C.