15CS0041_Sample_Agreement.pdf

California Department of Veterans Affairs Bid Number: 15CS0041 I1 Scope of Work

Exhibit A

Rev. 6/1/2015 Page 1 of 5

TEK-CARE NC 300II NURSE CALL SYSTEM MAINTENANCE AND REPAIR SERVICES

1. INTRODUCTION/SERVICES

A. Contractor shall provide services, as specified, to California Department of Veterans Affairs, hereafter referred to as the CalVet. Contractor shall provide services at the Veterans Home, hereafter referred to as the Home, located at 700 East Naples Court, Chula Vista, CA.

Contractor shall provide all labor, materials, staff, transportation, license, permits and every other item of expense necessary, unless otherwise stated, to provide Tek-Care NC 300II, Nurse Call System Maintenance and Repair services. Services shall be provided at the Home, upon request and in compliance with terms of this Agreement.

B. All work shall be coordinated and approved by Contract Manager or designated representative.

Services shall be performed during standard business hours 7:00 a.m. to 4:00 p.m., Monday through Friday unless otherwise specified. No work is to be performed on State holidays or on an overtime basis unless prior approval is received in writing from the Contract Manager, prior to this work taking place. Any and all services performed outside the scope of this Agreement or not approved by the Contract Manager, or designated representative, will be at the sole risk and expense of the Contractor.

C. Provider must be able to perform the tasks associated with providing services under the scope of their license. Contractor will provide services in accordance with federal and state laws and regulations and CalVet policies.

2. CONTACT INFORMATION

A. The project representatives during the term of this agreement will be:

1. CalVet Home Representative:

Veterans Home-Chula Vista Steve Ebo, Chief, Plant Operations 700 East Naples Court Chula Vista, CA 91911

(619) 205-1470/FAX: (619) 205-1908

Steve.ebo@calvet.ca.gov

2. CalVet Contracts Office Representative:

Jacquelyn Bond, Contract Analyst 700 East Naples Court Chula Vista, CA 91911

(619) 482-6028/FAX: (619) 482-6028

Jacquelyn.bond@calvet.ca.gov

3. Contractor Representative:

TBD

B. Contract Representatives, addresses, and phone/fax numbers may be changed by issuing a 20-day prior written notification and shall not require a formal amendment to this Agreement.

The notifying party shall provide complete contact information for the replacement Contract Representative including, name, title, mailing address, phone/fax numbers, and email address.

California Department of Veterans Affairs Bid Number: 15CS0041

Rev 6/1/2015 Page 2 of 5

All other changes require a formal written amendment to this agreement.

3. EQUIPMENT

A. The following equipment is included in this Agreement:

1 each Tek-Care NC 300 Nurse Call System Consists of the following:

5- Master stations ( 4 in building A and 1 in building C ) 180- Dual patient stations 77- Single patient stations 22- Duty stations 285- Emergency pull stations ( shower & toilet areas )

B. The State reserves the right to add or delete equipment that has become obsolete. Additional equipment will be serviced at the unit rates specified herein. Contractor will be notified in writing by the Contract Manager of equipment that has been added and/or removed from the list.

4. MINIMUM QUALIFICATIONS

All service performed under this Agreement shall be performed by qualified service technicians in the employ or under the direction of the Contractor. Apprentices or trainees are not acceptable for this Agreement.

a. Contractor shall provide a minimum of two (2) service technicians who have been factory-trained on the equipment specified in this Agreement. Contractor shall provide the State with proof of the required training for each service technician providing services under this Agreement. Acceptable proof may be a resume showing experience, training and factory school completion.

b. If the Contractor is unable to provide service technician(s) with the appropriate factory training, a minimum of three (3) consecutive years of experience in maintaining and repairing equipment specified herein may be substituted. Contractor shall provide the State with proof of the required experience for each of the service technicians providing services under this Agreement. Acceptable proof would be a resume showing experience, training and factory school completion.

Rev 6/1/2015 Page 3 of 5

5. CONTRACTOR’S RESPONSIBILITIES

The Contractor shall provide the following services:

A. REPAIR SERVICES: (Normal Business Hours 7:00 a.m. – 4:00 p.m.)

1. Respond to requests for any repair service call within two (2) hours.

2. Provide unlimited visits for any repair service requested to keep the equipment fully operational.

3. Contractor shall provide repair services seven (7) days per week, (24) twenty-four hours per day.

4. Repair services shall be provided upon telephone request from the Contract Manager or

Plant Operations designee.

5. Contractor shall perform all work in accordance with manufacturer’s specifications.

6. Contractor shall make every attempt to complete repairs the same working day. Unless the repair requires part(s) that must be ordered, no repair may take longer than five (5) working days to complete. When a delay in repair will occur due to part(s) that must be ordered, written notifications shall be presented to the Contract Manager immediately.

7. The State may, at its discretion, allow access to the equipment during nonbusiness hours when necessary. Repair services performed outside of normal business hours must be approved in advance in writing by the Contract Manager.

8. Repair services during normal business hours shall be in accordance with the rates identified in Exhibit B, Attachment 1.

9. Repair services performed outside of normal business hours shall be billed in accordance with the rates identified in Exhibit B, Attachment 1, Rate Sheet and may be After-hours and Saturday rate or Sundays and Holiday rate, as applicable.

6. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

a. Contractor shall ensure all licenses, permits, and certification requirements are verified and current throughout the term of this Agreement.

b. Contractors located within the State of California shall provide a business license from the city/county in which the business is headquartered. For corporations, a copy of incorporation documents/letter from the Secretary of State’s Office is required. Contractors outside the State of California shall include a copy of the business license or incorporations papers from the respective state showing that the company is in good standing in that State.

7. PARTS REPLACEMENT

This agreement shall include replacement of any part that becomes worn or inoperable, or that otherwise affects the equipment's operability in any way. A written estimate of the required part(s) must be submitted to the CalVet Contract Manager and approved before replacement in all cases. Parts replaced under this Agreement shall be new, factory manufactured, or exceeding Original Equipment Manual (OEM) specifications. Contractor should maintain an adequate supply and/or must be able to obtain within a reasonable amount of time any necessary replacement parts to perform repairs and maintenance in a timely manner. Consumables and other supply items are hereby excluded.

Rev 6/1/2015 Page 4 of 5

When parts are needed on a non-emergency basis and the total amount of the parts are under $100, the contractor shall replace the parts without competition and shall be reimbursed through this Agreement. When parts are needed on a non-emergency basis, the total amount of the parts exceed $100, and the parts are not proprietary, CalVet will proceed with a separate competitive bid process to procure the parts to ensure the State is getting best value. The vendor with the lowest price for parts shall be awarded the bid and reimbursed at the cost(s) provided in the solicitation process. If award goes to the Contractor, Contractor may be reimbursed at the costs provided in the solicitation through this agreement. If another vendor is awarded the solicitation for parts, the parts shall be procured and reimbursed through a separate purchase order.

When parts are needed on an emergency basis or the parts are proprietary, the Contractor will be reimbursed for the actual cost of the parts plus 10%, and actual shipping charges and taxes paid by the contractor to obtain the parts. Proof of cost, such as a copy of the actual invoice for the parts from the business from which it was purchased must be attached to the Contractor's invoice for reimbursement.

Any parts replaced shall remain the property of the Home. The only exception is when the CalVet Contract Manager authorizes the Contractor to use the part(s) as a refund for “core” charges. If the Contractor is authorized to use the part for “core” exchange, the invoice must reflect the reduced cost of the parts based on “core” exchange value.

The State assumes no responsibility and shall not reimburse the Contractor for parts ordered by the Contractor and/or labor if the part was installed prior to authorization by the CalVet Contract Manager. Contractor shall be responsible for the replacement of parts necessitated by the Contractor’s negligence at no expense to the State.

8. ACCIDENT/DAMAGE

Damage caused to the equipment covered herein due to fire, abuse, Act of God, accident, unauthorized alterations, disasters, the elements, failure of electrical power, misuse, use of authorized agents, vandalism or negligence by the State or its officers, agents, employees, or Home residents, are not covered by this agreement except on a time and material basis. Such repairs will be performed by the Contractor at the Contractor’s current, published rates at the time service is required, but only after the Contractor has made an estimate of all costs involved and written documentation has been provided to the Contract Manager. The State is solely responsible for deciding what, if any, repairs shall be made.

9. GUARANTEE

The Contractor will guarantee all services performed by Contractor’s service technicians, including any replaced parts, for a minimum of 90 days from the date of service performance. If it is determined that failure has occurred due to defective parts or workmanship, Contractor shall correct the failure at no additional expense to the State. Correction shall occur during normal State business hours upon request for service by the Contract Manager.

10. WORK AREA

The Contractor will ensure that the work area is kept clean and free of debris, as necessary, to maintain a safe working environment for residents and staff. While working on equipment, Rev 6/1/2015 Page 5 of 5

Contractor agrees to perform services with as little disruption to the State’s operations as possible.

All tools, equipment and other materials belong to the Contractor will be removed from the Home at the end of each working day. The State shall not be responsible for storage of any Contractor property.

11. WORKMANSHIP

All work provided by the Contractor shall conform to the latest requirements of Federal, State, City and County regulations. This includes but is not limited to Titles 17, 19 and 22 of the California Code of Regulations. Contractor is responsible for compliance with all applicable laws, codes, rules and regulations on connection with work performed under this Agreement. Any services performed by the Contractor will be inspected by the State after completion. The State is solely responsible for determining acceptability of the work performed and the operability of the equipment.

12. INDEPENDENT CONTRACTOR STATUS

A. The Contractor/Providers shall be considered “Independent Contractors” in relation to CalVet and the State. Therefore, the Contractor/Providers shall not be considered employee(s) of the Home and shall not be entitled to any employee benefits from the CalVet or the State including, but not limited to, the following:

1. Premium Pay, Overtime Pay, or Holiday Pay

2. Medical Insurance

3. Vacation or Sick Leave

4. Worker’s Compensation

5. Other employee benefits

California Department of Veterans Affairs Solicitation #15CS0041 I1 Budget Detail and Payment Provisions Exhibit B

Rev 5/20/2015 Page 1 of 2

I. STANDARD BUDGET DETAIL AND PAYMENT PROVISIONS

1. Invoicing and Payment

A. For services satisfactorily rendered, and upon receipt and approval of the invoices, the State agrees to compensate the Contractor for services rendered in accordance with the rates specified in Exhibit B-1, Rate Sheet.

B. Invoices shall include the Agreement Number and shall be submitted in triplicate not more frequently than monthly in arrears to:

Original Invoice Approval Copy Department of Veterans Affairs CalVet Accounting Office 1227 “O” Street Room 402 Sacramento, CA 95814

California Veterans Home-Chula Vista Attn: Dan Cox, Chief, Plant Operations 700 East Naples Court Chula Vista, CA 91911

2. Budget Contingency Clause

A. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further form 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 Agreement and Contractor shall not be obligated to perform any provisions of this Agreement.

B. 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 Agreement with no liability occurring to the State, or offer an Agreement amendment to Contractor to reflect the reduced amount.

3. Prompt Payment Clause

Payment will be made in accordance with, and within the time specified in, Government Code, Chapter 4.5, commencing with Section 927.

II. SPECIAL BUDGET DETAIL AND PAYMENT PROVISIONS

1. Submissions of Invoices/Claims

A. All invoices/claims must be completed thoroughly and legibly, with all applicable fields completed. Invoices/claims that are submitted to the appropriate location but have been altered, or are inaccurate, or do not provide all necessary information will not be accepted and will be returned to the Contractor for correction.

B. Any changes to this provision relating to the invoice/claim submittal process, including but not limited to an address, form, or process change, shall be an administrative change managed through the appropriate designated CalVet office and shall not require a contract amendment.

C. Invoices/claims submitted shall include the following information in order to be considered complete and acceptable for processing, or the invoice/claim will be returned:

California Department of Veterans Affairs Solicitation #15CS0041 I1 Budget Detail and Payment Provisions Exhibit B

Rev 5/20/2015 Page 2 of 2

1) Contractor’s Company name

2) Contractor’s Company address, phone number and e-mail

3) Date of invoice/claim

4) Invoice/claim number

5) CalVet Home where services were performed

6) Agreement Number

7) Contractor Federal Employer Identification Number

8) Date(s) of Service

9) Total dollar amount being billed

10) Contractors shall include the following information on the invoice/claim submitted for hourly reimbursement:

a) Hourly Rate

b) Time in and time out

c) Total hours worked

California Department of Veterans Affairs

Nurse Call System Maintenance and Repair

Solicitation Number:15CS0041 I1

Description of Service

Service Visit

Hours for term

Hourly Rate Totals

A.

Service Technician: Normal Business Hours

(M-F 7:00 a.m. through 4:00 p.m.)

72 x -$ -$

B Service Technician: Friday 4:01 p.m.. through

Saturday 11:59 p.m.

36 x -$ -$

C. Service Technician Sundays and Holidays 36 x -$ -$

D.

E. 3,000.00$

F.

This Rate Sheet MUST be signed and returned. The quote must be transmitted via email in accordance with solicitations instructions.

Company Representative Name (Please print): __________________________________

Company Name: _________________________________________________________

Company RepresentativeSignature: ___________________________________________

BID RATE SHEET

Submission of this attachment is MANDATORY. Upon award, quotes below will become part of the Agreement in Exhibit B-1, Rate Sheet. The Proposer shall set forth the rates in the space provided. Failure to indicate a dollar amount for any item will be understaood by the State that the Proposer will provide the item at no cost.

Sum of A through C:

Total Contract Amount (Sum of E and F):

Parts

The Basis of Award shall be used to determine the lowest responsible quote. The State makes no guarantee, expressed or implied, on the actual amount of services that shall be required for this Agreement and is subject to change based on needs of the Home. However, the rates quoted by proposer shall be binding for the term of the

Agreement.

California Department of Veterans Affairs Agreement Number 15CS0041 Exhibit D – Special Terms and Conditions

1. EXCISE TAX:

The State of California is exempt from Federal Excise Taxes, and no payment will be made for any taxes levied on employees' wages. The State will pay for any applicable State of California or local sales or use taxes on the services rendered or equipment or parts supplied pursuant to this Contract. California may pay any applicable sales or use tax imposed by another state.

2. STATUTORY AND REGULATORY PROVISIONS

A. This Contract shall be governed and construed in accordance with all applicable statutory and regulatory provisions including, but not limited to:

1) Title XVIII of the Federal Social Security Act

2) Title XIX of the Federal Social Security Act

3) Chapters 7 and 8 (commencing with Section 14000), Part 3, Division 9, Welfare and Institutions

Code

4) Division 3, Title 22, California Code of Regulations (CCR)

5) Health and Safety Code Section 1340 et seq.

6) All applicable Federal provisions which regulate the administration of health care programs and budget revisions, as contained in the Code of Federal Regulations (CFR), Title 42, and Title 45, Part 74, Title 42 United States Code, Sections 1395 et seq. and 1396 et seq.

7) Sub-chapter 13 (commencing with Section 6800), Chapter 4, Part 1, Title 17, CCR; and

8) All other applicable laws and regulations.

B. Any provision of this Contract in conflict with the applicable laws and regulations is hereby amended to conform to the provisions of those laws and regulations. Such amendment of the Contract shall be effective on the effective date of the statutes or regulations necessitating it, and shall be binding on the parties even though the amendment may not have been reduced to writing and formally agreed upon and executed by the parties. If, due to amendment in laws of regulations, Contractor is unable or unwilling to comply with the provisions of the amendment(s), State or Contractor may terminate this Contract in accordance with the Termination provision of this Contract.

3. EXAMINATION AND AUDIT

A. Contractor shall allow the State and its related entities, the Comptroller General of the United States, Department of Justice (DOJ), and the Bureau of Medi-Cal Fraud, or their duly authorized representatives, to inspect or otherwise evaluate the quality, appropriateness, and timeliness of services performed under this Contract, and to inspect, evaluate, and audit any and all books, records, and facilities maintained by the Contractor and Subcontractors pertaining to services under this Contract at any time during normal business hours.

B. Contractor shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under this Contract in accordance with Government Code, Section 85467.7.

The examination and audit shall be confined to those matters directly connected with the performance of the contract, including, but not limited to, the costs of administering the Contract.

C. Books and records include, but are not limited to, all physical records originated or prepared pursuant to the performance under this Contract, including working papers, reports, financial records, and books of account, Medical Records, prescriptions files, Subcontracts, and any other documentation pertaining to medical and non-medical services for residents of the Home. Upon request, at any time during the term of this Contract, the Contractor shall furnish any record or copy.

4. RESOLUTION OF DISPUTES:

A. The Contractor may dispute and appeal a decision or action by the State arising out of the Interpretation or administration of this Contract. A written dispute notice shall be submitted to the Contract Manager within thirty (30) calendar days from the date the Contractor receives notice of the decision or action in dispute.

The Contractor’s dispute notice shall state the following, based on the most accurate information available to the Contractor:

1) That it is a dispute pursuant to this Section.

2) The date, nature, and circumstances of the conduct, which is the subject of dispute.

3) The names, telephone numbers, function, and activity of each contractor, subcontractor, State official, or employee involved in or knowledgeable about the conduct.

4) The identification of any documents and the substance of any oral communications involved in the conduct. Copies of all identified documents shall be attached.

5) The reason why the Contractor is disputing the conduct.

6) The cost impact to the Contractor directly attributable to the alleged conduct, if any.

7) The Contractor’s desired remedy.

B. The State and the Contractor agree to try to resolve all contractual issues by negotiation and mutual agreement at the Contract Manager level. The parties recognize that the implementation of this policy depends on open-mindedness, and the need for both sides to present adequate supporting information on matters in question. The Contract Manager, in a written decision stating the factual basis for the decision, will decide any disputes concerning performance of this Contract. Before issuance of the Contract Manager’s decision, informal discussions between the parties by the individuals who have not participated substantially in the matter in dispute will be considered by the parties in efforts to reach mutual agreement.

C. The Contract Manager will render a decision or request additional substantiating documentation from the Contractor within thirty (30) days of receipt of the Contractor’s appeal. A copy of the decision will be provided to the Contractor. The decision shall be final and conclusive unless, within thirty (30) days from the date of the decision, the Contractor files a written appeal addressed to the Undersecretary, California Department of Veterans Affairs.

D. The Undersecretary’s decision shall be final and conclusive unless the decision is arbitrary, capricious, grossly erroneous or if any determination of fact is unsupported by substantiating evidence. The Undersecretary’s decision will be in writing and may encompass facts, interpretations of the Contract, and determination or application of law. The Contractor may, prior to the Undersecretary’s decision, present oral or documentary evidence, and arguments in support of the Contractor’s appeal. The decision will either:

1) Find in favor of the Contractor, in which case the Undersecretary may:

a) Countermand the earlier conduct which caused the Contractor to file a dispute; or

b) Reaffirm the conduct and, if there is a cost impact sufficient to constitute a change in obligations pursuant to the payment provisions, direct the State to comply with that Section.

2) Deny the Contractor’s dispute and, where necessary, direct the manner of future performance; or

3) Request additional substantiating documentation in the event the information in the Contractor’s dispute or appeal is inadequate to permit a decision to be made under paragraphs (1) or (2) above, advise the Contractor as to what additional information is required, and establish how that information will be furnished. The Contractor shall have thirty (30) days to respond to the Undersecretary’s request for further information. Upon receipt of this additional requested information, the Undersecretary will have thirty (30) days to respond with a decision. Failure to supply additional information required by the Undersecretary within the time period specified above shall constitute waiver by the Contractor of all claims.

E. Attorney’s fees and costs for any dispute or subsequent trial shall be borne by the respective parties.

Both parties waive trial by jury, and any trial in superior or municipal court shall be by a judge alone.

Any litigation arising out of this Contract shall be conducted in a California Court pursuant to California law.

F. Contractor shall continue with the responsibilities under this Contract during any dispute.

5. AGENCY LIABILITY (Applies only to Federally Funded Contracts):

The Contractor warrants by execution of this Contract, that no person or selling agency has been employed or retained to solicit or secure this Contract upon Contract or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the State shall, in addition to other remedies provided by law, have the right to annul this Contract without liability, paying only for the value of the work actually performed, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

6. POTENTIAL SUBCONTRACTORS:

For all Agreements, with the exception of Interagency Agreements and other governmental entities/auxiliaries exempt from bidding, nothing contained in this Contract or otherwise shall create any contractual relation between the State and any subcontractors, and no subcontract shall relieve the Contractor of Contractor’s responsibilities and obligations hereunder. The Contractor agrees to be as fully responsible to the State for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of them, as it 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 enforce the payment of any moneys to any subcontractor.

7. INSURANCE REQUIREMENTS

A. Upon contract award, contractor must furnish to the State an original certificate(s) of insurance stating that the contractor has the following types of coverage:

1) Commercial General Liability: Combined Single Limit (CSL) for no less than $1,000,000 per occurrence for bodily injury and property damage. The policy must include coverage for liabilities arising out of premises, operations, independent contractors, products/completed operations, personal & advertising injury, and liability assumed under an insured contract. This insurance shall apply separately to each insured against whom claim is made or suit is brought subject to the contractor’s limit of liability.

2) Professional Liability: Covering any damages caused by an error, omission, or any negligent acts.

Limits of not less than $1,000,000 per occurrence and $3,000,000 aggregate.

3) Automobile Liability (Applies to any contract in which the contractor will likely use a vehicle to complete the project or drive a vehicle onto State property): Limits of not less than $1,000,000 per accident. Such insurance shall cover liability arising out of an automobile including owned, hired, and non-owned autos.

a) MCS90 endorsement on the Automobile policy (required whenever contractor will be transporting Hazardous materials i.e. Pest Control and Waste contracts.)

4) Pollution Liability/Environmental Impairment Liability (Applies only to Pollution Contracts – i.e. Pest

Control and Waste Contracts): In addition, the certificate evidencing general liability must include evidence of one of the following if applicable to the service:

a) Pesticide/Herbicide Endorsement, OR

b) An endorsement deleting the general liability pollution exclusion, OR

c) A separate environmental/pollution liability policy with limits not less than $1,000,000 covering bodily injury and property damage from pollution and related clean up costs incurred arising out of the work or services to be performed under this contract.

5) Workers’ Compensation (Mandatory for all Contractors who have at least one employee):

Contractor shall maintain workers’ compensation and employer’s liability coverage for all its employees who will be engaged in the performance of the contract, including special coverage extensions where applicable. Contractor shall furnish a certificate for Workers’ Compensation issued by an insurance carrier licensed to write Workers’ Compensation insurance in the State of California, including the name of the carrier and the date of expiration of insurance, or a Certificate of Consent to Self-Insure issued by the Department of Industrial Relations.

6) Fidelity Bond/Crime Insurance: (Applies only to contracts handling State money or securities – i.e.

Armored Car Service Contracts) Contractor shall maintain Employee Dishonesty and, when applicable, Inside/Outside Money & Securities coverages for state-owned property in the care, custody and control of the Contractor. Coverage limits shall not be less than the amount scheduled in the contract. The policy shall include as Contractor. Coverage limits shall not be less than the amount scheduled in the contract. The policy shall include as loss payee the California Department of Veterans Affairs

7) The certificate(s) of insurance shall be on an ACORD form, or equivalent, and must show

“occurrence” coverage. The certificates of insurance must also contain all of the following provisions:

a) Name and address of the insurance company, policy number, and beginning and ending dates of the policy.

b) Statement that the insurer will not cancel the insured’s coverage without 30 days prior written notice to the State.

c) Statement that the State of California, its officers, agents, employees, and servants are included as additional insured on the policy, but only insofar as the operations under this contract.

8) Contractor agrees that any insurance herein provided shall be in effect at all times during the term of the contract. In the event said insurance coverage expires at any time or times during the term of this contract, Contractor agrees to provide at least thirty (30) days prior to said expiration date, a new certificate of insurance evidencing insurance coverage as provided for herein for not less than the remainder of the term of the contract, or for a period of not less than one (1) year. New certificates of insurance are subject to the approval of the Department of General Services, and contractor agrees that no work or services shall be performed prior to the giving of such approval.

In the event contractor fails to keep in effect at all times insurance coverage herein provided, State may, in addition to any other remedies it may have, terminate the contract upon the occurrence of such event, subject to the provisions of the contract.

9) Contractor shall notify the State within five (5) days if any insurance coverage identified in the contract is altered in any way.

8. RIGHT TO TERMINATE

A. 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. The term “for cause” shall mean that the Contractor fails to meet the terms, conditions, and/or responsibilities of the contract. In this instance, the contract termination shall be effective as of the date indicated on the State’s notification to the Contractor.

B. 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 the Contractor is unable to render service as a result of any action by any governmental authority.

9. 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 failure 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.

10. EVALUATION OF CONTRACTOR:

Performance of the Contractor under this Agreement will be evaluated. The evaluation shall be prepared on Contract/Contractor Evaluation Sheet (STD 4), and maintained in the Agreement file. For consultant agreements, a copy of the evaluation will be sent to the Department of General Services, Office of Legal Services, if it is negative and over $5,000.

11. SB/DVBE PARTICIPATION:

In accordance with requirements set forth by the State, the CDVA shall enforce all laws, rules, and regulations pertaining to this program. It is the Contractors responsibility to provide CDVA with all required documents as outlined in this agreement. The CDVA reserves the right to contact each SB and DVBE identified by the Contractor to verify compliance. Failure to meet SB/DVBE requirements under Exhibit B, and Exhibit C (GTC 610), paragraphs 19.a and 19.b. may deem the Contractor to be non-responsible and rejected from future bid and contract opportunities with the CDVA.

12. LICENSES AND PERMITS:

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

If you are a Contractor located within the State of California, a business license from the city/county in which you are headquartered is necessary; however, if you are a corporation, a copy of your incorporation documents/letter from the Secretary of State’s Office can be submitted. If you are a Contractor outside the State of California, you will need to submit to the California Department of Veterans Affairs a copy of your business license or incorporation papers for your respective State showing that your company is in good standing in that state.

In the event, any license(s) and/or permit(s) expire at any time during the term of this contract, Contractor agrees to provide agency a copy of the renewed license(s) and/or permit(s) within 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.

13. CONSULTANT – STAFF EXPENSES:

The Contractor represents that it has or shall secure at its own expense, all staff required to perform the services described in this Agreement. Such personnel shall not be employees of or have any contractual relationship with any governmental entity.

14. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) STANDARDS FOR

PRIVACY OF INDIVIDUALLY IDENTIFIABLE HEALTH INFORMATION:

For the purpose of this contract, contractor shall comply with the federal Health Insurance Portability and Accountability Act (HIPAA), as well as State and Federal requirements for privacy protection. The definitions and obligations required by the HIPAA Standards for Privacy of Individually Identified Health Information (U.S.C. 1320d et seq.), and implementing regulations including but not limited to 45 Code of Federal Regulations parts 142, 160, 162, and 164, hereinafter referred to as the Privacy Rule, remain enforce and applicable for access to protected health information, including electronic protected health information.

15. LEGAL CONTRACTS (applies only to Legal Services Contracts)

In accordance with (Public Contract Code Section (10353.5) The Contractor shall:

A. Agree to adhere to legal cost and billing guidelines designated by the State.

B. Adhere to litigation plans designated by the state agency.

C. Adhere to case phasing of activities designated by the state agency.

D. Submit and adhere to legal budgets as designated by the state agency.

E. Maintain legal malpractice insurance in an amount not less than the amount designated by the state agency.

F. Submit to legal bill audits and law firm audits if requested by the state agency. The audits may be conducted by employees and designees of the state agency or by any legal cost control providers retained by the state agency for purpose.

G. Submit to a legal cost and utilization review, as determined by the state agency.