23FS0010_-_Exhibits_A-E.pdf

California Department of Veterans Affairs Agreement Number: 23FS0010 Exhibit A - Scope of Work TBD

EMERGENCY HIGH-VOLTAGE ELECTRICIAN SERVICES

AND HIGH-VOLTAGE SWITCH REPLACEMENT

1. INTRODUCTION/SERVICES

A. The Contractor shall provide services, as specified, to the California Department of Veterans Affairs, (CalVet). The Contractor shall provide services at the Veterans Home of California – Fresno located at 2811 West Cesar Chavez Boulevard, Fresno, CA 93706. The Contractor shall provide all labor, materials, staff, transportation, license, permits, and every other item of expense necessary, unless otherwise stated, to provide high-voltage electrician services. and replacement of two high-voltage switches. Services shall be provided at the Home, upon request and in compliance with the terms of this Agreement.

B. All work shall be coordinated and approved by the Contract Manager. 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, shall be at the sole risk and expense of the Contractor.

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

2. EQUIPMENT

A. The following equipment is included in this agreement.

I. Main Switchboard Panel MSB

Breaker Equipment Description QTY MFG Model Location

1 Low-Voltage Power Circuit Breaker (main 4000 A)

1 Square D Masterpact

NW 40 HS Main Electrical Room

2 Circuit Breaker (2000 A) 1 Square D Masterpact

NW 20 N Main Electrical Room

3 Electronic Trip Circuit Breaker (250 A)

7 Square D LX36250G S3B

Main Electrical Room

4 Electronic Trip Circuit Breaker (400 A)

1 Square D LX36400G S3B

Main Electrical Room

5 Electronic Trip Circuit Breaker (600 A)

2 Square D LX36600G S3B

Main Electrical Room

6 Circuit Breaker (800 A) 1 Powerpact PJ 800 Main Electrical

7 Power Monitor 1 Power Logic PM5500 Main Electrical

2. Distribution Panel EDPC

1 Circuit Breaker (Main) (2000 A)

1 Square D Powerpact

RK 200

(RKF36200

CU33A)

Emergency Electrical Room

2 Circuit Breaker (400 A)

2 Square D

LC 400A

(LC36400)

Emergency Electrical Room

3 Circuit Breaker (600 A)

1 Square D LC 600A

(LC36600)

Emergency Electrical Room

4 Current-Limiting Circuit Breaker (30 A)

1 Square D Powerpact

HJ 060

(HJA36030)

Emergency Electrical Room

5 Current-Limiting Circuit Breaker (150 A)

1 Square D Powerpact

HJ 150

(HJA36150)

Emergency Electrical Room

6 Current-Limiting Circuit Breaker (250 A)

3 Square D Powerpact

JJ 250

(JJA36250)

Emergency Electrical Room

7 Current-Limiting Circuit Breaker (200 A)

1 Square D Powerpact

JJ 250

(JJA36200)

Emergency Electrical

3. Distribution Panel EDPL

1 Current-Limiting Circuit Breaker (Main)

1 Square D Powerpact

JJ 250

(200 A)

Emergency

2 Current-Limiting Circuit Breaker

1 Square D

HJ 150

(100 A)

Emergency Electrical Room

3 Current-Limiting Circuit Breaker

3 Square D

HJ 060

(60 A)

Emergency

4. Generator Breakers

1 Circuit Breaker 1 Square D Powerpact

RL 2000

(2000 A)

Back-Up Generator

2 Circuit Breaker 1 Merlin Gerin Compact

NSJ400 N

(160/400A)

Back-Up Generator

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. The Contractor will be notified in writing by the Contract Manager of equipment that has been added and/or removed from the list.

3. MINIMUM QUALIFICATIONS

A. All service performed under this Agreement shall be performed by qualified service technicians in the employ or under the direction of the Contractor.

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

4. CONTRACTOR’S RESPONSIBILITIES

The Contractor shall perform electrical maintenance inspections and testing in accordance with ANSI/NETA MTS Standard for Maintenance Testing Specifications for Electrical Power Equipment Systems, and the equipment’s respective manufacturer specifications on the above Main and Emergency Distribution electrical panels (MSB, EDPC & EDPL) to assure that the Home’s Main and Emergency Switchgears/Circuit Breakers are operational, are within applicable standards and manufacturer’s tolerances and are suitable and reliable for continued daily operational service. Services shall also include:

A. MAINTENANCE AND TESTING OF EQUIPMENT

The Contractor shall provide cleaning, visual, and mechanical inspection services to the equipment listed in this agreement per manufacturer recommendations. Check all software/firmware to ensure they are updated. Thermal imaging inspection shall be performed on all equipment and a report shall be provided to the Contract Manager or designee. In the report identify any equipment that fails during testing or is exceeding its life expectancy. All equipment that meets this criteria shall be replaced as part of this contract. Equipment shall be replaced according to the rate schedule attached.

B. EMERGENCY REPAIR SERVICE

The Contractor shall provide any necessary emergency repairs upon request from the Contract Manager. The Contractor must respond to requests for emergency repair within four (4) hours of notification from the Home. When possible, emergency repairs will be performed during normal business hours as specified herein. The State may, at its discretion, allow access to the equipment during non-business hours when necessary.

Emergency services provided by the Contractor, if at the specific request of the State, will be compensated for actual hours worked on-site at the Contractor’s emergency call hourly rate, as specified in Rate Sheet (Exhibit B). Any emergency repair service provided shall be completed the same working day unless written notification of delay is submitted to the Contract Manager immediately upon diagnosis of equipment deficiency. Any parts requiring replacement will be replaced in accordance with the Parts Replacement section specified herein.

C. INCIDENTAL REPAIR SERVICE

The contractor shall provide unlimited visits for any incidental repair services requested or necessary to keep the equipment fully operational. Incidental repair services that are not provided during regularly scheduled maintenance visits shall be compensated by the State for actual hours worked on-site at the Contractor’s Repair Hourly Rate as specified in the Rate Sheet. Any parts requiring replacement will be replaced in accordance with the Parts Section. Repair service will be provided upon written request from the Contract Manager. The contractor shall contact the Home’s Chief Engineer or Designee within eight (8) hours of initial notification in response to requests for repair service. Every effort shall be made to perform repair services during normal business hours, State holidays, and weekends excluded. The State may, at its discretion, allow access to the equipment during nonbusiness hours when necessary. Incidental repair services performed outside of normal business hours must be approved in advance in writing by the Contract Manager.

D. PORTABLE GENERATOR RENTAL/CONNECTION (TERMINATION)

To conduct the Electrical System Testing safely and to provide power to Critical Branch components during the testing period, the Contractor shall rent a 500KVA portable generator for two business days and all connection cables (4/0 AWG 400 AMP) and cable tails. The Contractor will be responsible for terminating the Type W (Portable) Power Cables to one of the Home’s Emergency Critical Branch Circuit (600 amps).

The State does not have any responsibility for loss or damage to the rented equipment arising from causes beyond the control of the State including any provision obligating the State to return the equipment in good condition, subject to reasonable wear and tear.

The State does not elect to maintain the equipment and the contract will place the obligation on the contractor, as lessor, to keep the equipment in good working order and to make all necessary repairs and adjustments without qualification, with a clear right in the State to terminate or cease paying rent should the contractor fail to maintain the equipment properly. For this purpose, the contractor’s representatives shall be given full and adequate access to the equipment at reasonable times.

See the picture diagram below on how this was done in previous testing periods.

F. SERVICE REPORTS

The Contractor shall provide a service/test results report along with documentation regarding specific services performed on each individual circuit breaker/switchgear.

G. SCHEDULING

The Contractor shall meet with the Contract Manager or designee to discuss testing, maintenance & repair specifics before processing service tasks.

All service visits shall be scheduled with the Contract Manager at times and dates mutually agreeable to the Contractor and the Contract Manager to minimize building interruptions.

The Contractor shall report to the Contract Manager before accomplishing each scheduled service visit.

The Contractor shall notify the Contract Manager or designee of any necessary utilities that will be required in the performance of the work at the site.

5. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

A. Contractor must possess a valid C-10 – Electrical contractors license issued by the Contractor State License Board in order to be compliant with this requirement.

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

6. WORKMANSHIP

A. 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. The Contractor is responsible for compliance with all applicable laws, codes, rules, and regulations in connection with work performed under this Agreement. Any services performed by the Contractor shall be inspected by CalVet after completion. CalVet is solely responsible for determining the acceptability of the work performed and the operability of the equipment.

7. 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 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, and

5. Other employee benefits.

8. PREVAILING WAGES

A. In accordance with the provisions of Section 1770 of the Labor Code, the Department has determined that the general prevailing wages rates are applicable in the county in which the work is being performed and are the rates established and published by the Director of Industrial Relations, http://www.dir.ca.gov/oprl/pwd/.

1) The Notice to Contractors stipulates the prevailing wage rates are applicable to the classes of labor to be used on this project.

2) Pursuant to Labor Code Section 1776 completed certified payroll reporting forms for all workers involved in this project shall be submitted to the Contract Manager prior to the authorization of any payment for work under this contract.

B. Both parties shall retain a copy of the prevailing rates on file. Copies of the prevailing rate of per diem wages are on file with the California Department of Veterans Affairs and shall be made available to any interested party upon request. LC § 1773.2.

C. Pursuant to Labor Code Section 1775, the Contractor and any subcontractor under the contractor shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit not more than two hundred dollars ($200.00) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rates as determined by the director for the work or craft in which the worker is employed for any public work done under the contract by the contractor or, except as provided in subdivision (b) by any subcontractor under the contractor. This provision shall not apply to properly indentured apprentices.

D. Pursuant to Labor Code Section 1813, the contractor or subcontractor shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit twenty-five ($25) for each work employed in the execution of the contract by the respective contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of this article. In awarding any contract for public work, the awarding body shall cause to be inserted in the contract a stipulation to this effect. The awarding body shall take cognizance of all violations of this article committed in the course of the execution of the contract and shall report them to the Division of Labor Standards Enforcement.

9. 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 Manufacturer, or exceeding Original Equipment Manual (OEM) specifications. The 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.

When parts are needed on a non-emergency basis and the total amount of the parts is 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 the 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 the award goes to the http://www.dir.ca.gov/oprl/pwd/

Contractor, the 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 a “core” exchange, the invoice must reflect the reduced cost of the parts based on the “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. The Contractor shall be responsible for the replacement of parts necessitated by the Contractor’s negligence at no expense to the State.

10. CONTACT INFORMATION

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

1. CalVet Representative/Contract Manager Veterans Home of California - Fresno 2811 Wes Cesar Chavez Boulevard Fresno, CA 93706 Office:

Email:

2. Contractor Representative:

TBD

B. Contract Managers, addresses, and phone/fax numbers shall 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 Manager including, name, title, mailing address, phone/fax numbers, and email address. All other changes require a formal written amendment to this Agreement.

Exhibit B - Budget Detail and Payment Provisions TBD

1. STANDARD BUDGET DETAIL AND PAYMENT PROVISIONS

A. Invoicing and Payment

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

2. Invoices shall include the Agreement Number and shall be submitted 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 APInvoices@calvet.ca.gov

Veteran’s Home of California – Fresno Attn:

2811 West Cesar Chavez Boulevard Fresno, CA 93706

B. Budget Contingency Clause

1. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this 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.

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

C. 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.

2. SPECIAL BUDGET DETAIL AND PAYMENT PROVISIONS

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. Contractor shall submit monthly invoices to the CalVet Contract Manager for approval and processing. 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:

1) Contractor’s Company name exactly as it appears on the Payee Data Record (STD.204)

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

3) Date of invoice/claim

4) Invoice/claim number

Exhibit B - Budget Detail and Payment Provisions TBD

5) CalVet location where services were performed

6) Contract/Agreement Number

7) Date(s) of Service

8) Total dollar amount being billed

9) First and Last name of Contractor or Provider performing services, if applicable

10) Contractor’s or Provider’s Classification, whichever is applicable

11) When applicable, 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

d) Any other information or documentation reasonably required to verify and substantiate the provision of services and the charges for such services.

3. CONTRACTOR OVERPAYMENTS

A. If the State determines that an overpayment has been made to the Contractor, the State will seek recovery immediately upon discovery of the overpayment by: (a) calling the Contractor’s accounting office to request a refund of the overpayment amount, or (b) offsetting subsequent Contractor payments by the amount of the overpayment if Contractor repayment or credit is not received within thirty (30) days from the date of notice.

B. If the Contractor discovers it has received an overpayment, the Contractor must notify the State and refund the overpayment immediately.

Exhibit B-1, Rate Sheet TBD

RATE SHEET

The Contractor must be able to provide the services listed below. Subcontractors may be used to comply with this requirement. Subcontractor Agreements may be used to comply with this requirement. Subcontractor(s) information must be identified on Bidder Declaration (GSPD-05-105). If additional Subcontractors are added during the term of the Agreement, an updated GSPD-05-105 must be submitted.

The rates listed below are in effect for the term of the Agreement, including any extension of the term through an amendment.

Description of Service Cost Per Service Equipment maintenance and testing

Portable Generator Rental/connection Description of Service Hourly Rate

Emergency Service - Business Hours Monday - Friday, 7:30 am to 4:30 pm, excluding state Holidays

Emergency Service – Non-Business Hours Parts, including incidental repairs and software needed to interface with the generator (Amount Budgeted for 3 years) $55,000.00

Exhibit D – Special Terms and Conditions TBD

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, if applicable:

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: (Applies to any contract in which the work is of a professional nature such as, but not limited to, physicians, architects, engineers, accountants, or consultants) 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 full force and effect at all times during the term of the contract. In the event said insurance coverage expires at any time during the term of this contract, Contractor agrees to provide, at least ten (10) 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. 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 CalVet shall enforce all laws, rules, and regulations pertaining to this program. It is the Contractors responsibility to provide CalVet with all required documents as outlined in this agreement. The CalVet 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 04/2017), paragraphs 19.a and 19.b. may deem the Contractor to be non-responsible and rejected from future bid and contract opportunities with the CalVet.

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. Executive Order N-6-22 – Russia Sanctions

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions.

Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.

16. 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.

Exhibit E – Public Works Provisions TBD

1. PUBLIC WORKS – RULES/REGULATIONS

Contractor shall observe and comply with all federal, state, city, and county laws, rules or regulations affecting the work, including any laws, rules, or regulations not specifically identified in this Agreement that nevertheless apply. Any work done that does not comply with any laws, rules, or regulations will be remedied at the Contractor’s expense.

2. EMPLOYMENT OF UNDOCUMENTED ALIENS

No state agency or department, as defined in Public Contract Code §10335.7, that is subject to this code, shall award a public works contract to a bidder or contractor, nor shall a bidder or contractor be eligible to bid for or receive a public works contract, who has, in the preceding five (5) years, been convicted of violating a state or federal law regarding the employment or undocumented aliens. See Public Contract Code §6101.

3. PREVAILING WAGES

A. In accordance with the provisions of Section 1770 of the Labor Code, the Department has determined that the general prevailing wages rates are applicable in the county in which the work is being performed and are the rates established and published by the Director of Industrial Relations, http://www.dir.ca.gov/oprl/pwd/.

1) The Notice to Contractors stipulates the prevailing wage rates are applicable to the classes of labor to be used on this project.

2) Pursuant to Labor Code Section 1776 completed certified payroll reporting forms for all workers involved in this project shall be submitted to the Contract Manager prior to the authorization of any payment for work under this contact.

B. Both parties shall retain a copy of the prevailing rates on file. Copies of the prevailing rate of per diem wages are on file with the California Department of Veterans Affairs and shall be made available to any interested party on request. LC § 1773.2.

C. Pursuant to Labor Code Section 1775, the Contractor and any subcontractor under the contractor shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit not more than two hundred dollars ($200.00) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rates as determined by the director for the work or craft in which the worker is employed for any public work done under the contract by the contractor or, except as provided in subdivision (b) by any subcontractor under the contractor. This provision shall not apply to properly indentured apprentices.

D. Pursuant to Labor Code Section 1813, the contractor or subcontractor shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit twenty-five ($25) for each work employed in the execution of the contract by the respective contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of this article. In awarding any contract for public work, the awarding body shall cause to be inserted in the contract a stipulation to this effect. The awarding body shall take cognizance of all violations of this article committed in the course of the execution of the contract, and shall report them to the Division of Labor Standards Enforcement.

4. APPRENTICES

Special attention is directed to Section 1777.5, 1777.6 and 1777.7 of the California Labor Code and Title 8, California administrative Section 200, et seq. Each contractor and/or subcontractor must, prior to commencement of the public works contract, contact the Division of Apprenticeship Standards office to ensure compliance and complete understanding of the law regarding apprentices and specifically the required ration http://www.dir.ca.gov/oprl/pwd/

Exhibit E – Public Works Provisions TBD thereunder. Every properly registered apprentice employed in this work shall be paid the standard wage.

Responsibility for compliance with this section lies with the prime contractor.

5. AMERICANS WITH DISABILITIES ACT

By signing this contract, the contractor assures the state that it complies with the Americans with Disabilities Act (ADA) of 1990 (42 USC § 12101 et seq.), which prohibits discrimination on the basis of disability, as well as with all applications regulations and guidelines issued pursuant to the ADA.

6. LIQUIDATED DAMAGES

A. Contractor shall be assessed liquidated damages and pay to the State the sum of Two Hundred Fifty Dollars

($250.00) for each and every working days’ delay in finishing the work in excess of the number of days specified.

B. Contractor shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by failure of the public agency or owner of the utility to provide for removal or relocation of utility facilities.

C. Contractor shall not be assessed with liquidated damages during any delay in the completion of the work caused by acts of God or of the public enemy, acts of State, fire, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusual action of the elements, providing contractor shall notify State in writing of the causes of delay within ten (10) days from the beginning of any such delay. State shall determine the facts and extent of the delay, and its findings of the facts shall be considered final and conclusive.

D. Liquidated damages shall be deducted from final payment to the Contractor.

7. STATEMENT OF COMPLIANCE

The prospective contractor’s signature affixed hereon and dated shall constitute a certification, under the penalty of perjury under the laws of the State of California, that the bidder has, unless exempted, complied with the nondiscrimination program requirements of GC 12990 (a-f); and of Title 2, CCR 11102.

23FS0010 - Exhibit E