24WS0005_-_Exhibits_A-D.pdf

California Department of Veterans Affairs Solicitation Number: 24WS0005 Exhibit A - Scope of Work TBD

GREASE TRAP PUMPING AND BACKFLOW CERTIFICATION SERVICES

1. INTRODUCTION/SERVICES

A. Contractor shall provide services, as specified, to California Department of Veterans Affairs (CalVet).

Contractor shall provide services at the Veterans Home of California - West Los Angeles (Home), located at 11500 Nimitz Ave., Los Angeles, CA 90049. Contractor shall provide all labor, materials, staff, transportation, license, permits and every other item of expense necessary, unless otherwise stated, to provide backflow testing and grease trap pumping, transportation, and disposal 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.

Contractor shall perform grease trap services during regular business hours, 7:00 a.m. to 5:00 p.m.

Monday through Friday, except state holidays. No work shall be performed at any other time 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.

D. Throughout this contract, wherever Contract Manager is stated, it is accepted that their designee can be called on to perform any Contract Manager duties.

E. The Contractor is not authorized to deliver or commence performance of services as described in the Agreement until written approval has been obtained from CalVet Contract Manager and the Contractor has received an executed contract from CalVet. Any delivery or performance of service commenced prior to the Contractor obtaining all written approvals shall be considered voluntary on the part of the Contractor.

2. EQUIPMENT

A. The following equipment is included in this Agreement:

1. Grease Traps:

Location Equipment BLDG D Exterior D Building Underground Grease Trap 1 BLDG D Exterior D Building Underground Grease Trap 2

2. Backflow Preventers:

Location Equipment Description Serial No.

BLDG D Exterior Backflow Preventer 1 Wilkins 375, 3’’ L56966 BLDG D Exterior Backflow Preventer 2 Watts 007M2QT, .75’’ 17739 BLDG D Exterior Backflow Preventer 3 Watts 007M2QT, .75’’ 17757 BLDG D Exterior Backflow Preventer 4 Watts 774, 10’’ 1118300108 BLDG D Exterior Backflow Preventer 5 Watts 774, 10’’ 1118290108 BLDG D Exterior Backflow Preventer 6 Watts 909, 6’’ 261140

B. The State reserves the right to delete or add similar equipment listed above. Additional equipment will be serviced as specified herein at the rates indicated in Exhibit B-1. 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 service technician who is factory trained on the equipment specified in this

Agreement. Each service technician shall be aware of the hazards of the material being disposed and the proper industry safety and sanitation processes 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.

4. CONTRACTOR’S RESPONSIBILITIES

The Contractor shall provide the following services:

A. QUARTERLY SERVICES: estimated twelve (12) times during the term of this Agreement

1. At the request of the Contract Manager, Contractor shall provide quarterly services, which shall include performance of all of the following:

a. Provision of Equipment: Contractor shall provide all equipment and qualified equipment operators necessary to provide quarterly services. Contractor’s equipment shall include truck tractor unit and tank trailer unit, which Contractor shall certify is in adequate, safe, operable condition and rated for the application intended. Contractor shall ensure any and all of the required health department and hazardous material certifications are maintained and displayed on waste removal vehicles used at the Home throughout the term of the contract. Contractor is solely responsible for providing services in compliance with local, state, and federal regulations.

b. Grease Trap Pumping: Contractor shall remove the contents of the two (2) grease traps located behind the main D building. Each grease traps holds a capacity of estimated 3,500 gallons, for a total of approximately 7,000 gallons of grease. The exact quantity of grease disposal is subject to vary quarterly. In the event that the quantity of grease disposal deviates from the estimated 7,000 gallons, no rate adjustments shall be permitted to the fixed, all-inclusive, quarterly service rate.

c. Hydro Jet: Contractor shall hydro jet the grease lines attached to the grease interceptor tank.

The Contractor shall ensure that there is no blockage or damage for the flow of grease and that the pipes are clear of any obstructions during each service visit.

d. Waste Clean-Up: Contractor shall be responsible for maintaining the cleanliness of the collection and shall clean the container(s) and/or soiled site area(s) in a manner consistent with safe operations of the Home and industry standards.

e. Transportation and Disposal: Contractor shall safely transport waste and dispose it at a qualified dump site that accepts disposal “waste grease.” Contractor shall ensure accurate measurement of waste using their own calibrated equipment.

f. Documentation: As part of quarterly services, Contractor shall submit: a) signed Manifesto(s) for grease disposal; and b) Work Order reports in accordance with Item 7: Reports.

2. Contractor shall conduct all quarterly services with high quality at industry standard, in a single visit as mutually agreed upon with Contract Manager, and in a professional manner without undue interference with the operations of the Home.

3. The all-inclusive quarterly service rate established in Exhibit B-1, Rate Sheet shall include all quarterly services. Rates shall remain fixed throughout the term of this contract.

4. The Home reserves the right to skip, cancel, or reschedule quarterly services as it deems necessary to meet the needs of the Home. In the event that the Home, prior to delivery of services, requires cancellation and/or skipping of quarterly services, Contractor shall not be authorized to perform services during that quarter and shall not be entitled to compensation.

B. ANNUAL BACKFLOW CERTIFICATION SERVICES: estimated three (3) times during the term of this Agreement

1. Contractor shall provide all necessary equipment and qualified technicians to perform backflow testing and certification services, which are due in January of every calendar year.

2. Contractor shall perform testing of the backflow preventers listed in Item 2: Equipment. Testing shall be in accordance with Los Angeles city certification requirements.

3. Contractor shall immediately inform Contract Manager of any deficiencies and provide Contract recommended corrective action. Contractor shall separately provide incidental repair services required to correct backflow preventers at the time of annual certification upon authorization in accordance with Item 4, C: Repair Services.

4. The Home shall provide the required city certification forms to the Contractor. To ensure that the

Home receives timely backflow preventer certification, the Contractor shall complete the required documentation and submit all required information to the appropriate city of Los Angeles office(s) for backflow preventer certification. Contractor shall provide to the Contract Manager copies of all documents submitted to the city for certification.

5. Contractor shall also provide service record report for the Home in accordance with Item 7: Reports.

C. REPAIR SERVICES

Contractor shall provide unlimited visits for any repair services requested or necessary to keep the equipment fully operational. Contractor shall inform the Contract Manager of the estimated number of labor hours required to perform repairs. Contractor shall obtain written approval from the Contract Manager prior to performing repair services. Repair services that are not provided during regularly scheduled maintenance visits, or not covered by the Guarantee section of the Scope of Work, shall be compensated by the State for actual hours worked on-site at the Contractor’s Repair Hourly Rate as specified in Exhibit B-1, 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.

Contractor shall respond to requests for repair service within twenty-four (24) hours of initial notification.

Every effort shall be made to perform repair services during the regular business hours specified herein;

State holiday and weekends excluded. The State may, at its discretion, allow access to the equipment during non-business hours when necessary. Non-emergency repair services performed outside of normal business hours must be approved in advance in writing by the Contract Manager.

5. 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. Contractor shall possess the permits required to legally perform the pumping and transportation work. Permits shall include all required vehicle licenses, transportation licenses, and any pertinent and required dumping permits appropriate to the substance to be delivered for disposal.

B. Contractor and/or Sub-Contractor shall be licensed by the State of California with a C-36 Plumbing License.

C. Contractor shall ensure any and all required health department and hazardous material certifications are maintained and displayed on waste removal vehicles used at the Home throughout the term of the contract. Contractor is solely responsible for providing services in compliance with local, state, and federal regulations.

6. PARTS REPLACEMENT

A. 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.

B. When parts are needed on a non-emergency basis and the total amount of the parts are under $500, the contractor shall replace the parts without competition and shall be reimbursed through this Agreement.

C. When parts are needed on a non-emergency basis and the total amount of the parts exceeds $500, and the parts are not proprietary, CalVet will proceed with a separate competitive bid process to procure the parts to ensure the State receives 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 award goes to the Contractor, Contractor may be reimbursed for 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.

D. 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%, plus 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.

E. Any parts replaced shall remain the property of the Home. The only exception shall be 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.

F. 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.

7. REPORTS

A. The Contractor shall provide a written report to the Contract Manager or designee upon completion of any and all services performed under this Agreement.

B. Upon completion of services, Contractor shall submit a completed and legible Work Order service record report to the CalVet Contract Manager. Contractor shall use their own form. Approved invoices shall only be compensated if accompanied by a clearly legible Work Order attached to the invoice and approved by the CalVet Contract Manager. Report shall include the following:

1. Service date and location;

2. Description of service(s);

3. Description of noted deficiencies and suggested corrective action;

4. Material and parts used;

5. New equipment manufacturer, model, serial number (for replaced equipment);

6. Name and signature of service technician;

7. Technician sign-in and sign-out times;

8. Total labor hours expended; and

9. Signature of on-site acceptance by CalVet Contract Manager or Designee

C. Contractor shall submit a copy of the Work Order report: a) to the CalVet Contract Manager upon completion of services and b) at the time of billing attached to the corresponding invoice.

D. Approved invoices shall only be compensated if accompanied by a clearly legible Work Order attached to the invoice and approved by the CalVet Contract Manager.

E. Throughout the term of this agreement, the Home reserves the right to request from the Contractor additional service documentation, including copies of service records. Contractor shall respond to the Home’s requests for additional documentation no later than two (2) business days from the date of Home’s request and at no additional cost to the Home. The rates for all services, as specified in Exhibit B-1, Rate Sheet, shall be intended to include the costs associated with documentation requirements and requests.

8. PERSONNEL

A. Contractor’s personnel providing on-site services shall be neatly attired at all times and must wear clothing with Contractor’s name and identification. Courteous and respectful interaction with staff, residents, visitors and guests is required.

B. The State shall have full control over granting, denying, withholding or terminating clearances for

Contractor’s personnel.

C. Contractor shall designate an on-site supervisor for technicians and provide in writing the name, cellular telephone and/or pager number to the Contract Manager two (2) weeks prior to the technician starting date. The “supervisor” means a qualified, responsible and knowledgeable person designated in writing by the Contractor having authority to act for the Contractor on a day-to-day basis at the work-site.

9. BUILDING SECURITY

A. The Contractor and its technician and representative staff shall follow all requirements and signage indicated by the Home for visitor procedures, security, and reporting. All personnel are required to sign in and sign out at the main lobby security desk. The contractor’s staff shall wear the Home-issued visitor I.D. badge and either the company-issued badge with photo identification/company name, or company-issued uniform bearing the company logo during the entire time the Contractor staff is on Home grounds.

B. The Contractor and his/her employees shall park at Parking Lot “F”; however, the loading dock may be used to load and unload material and equipment.

C. The service technician shall check in and check out with the Plant Operations CalVet Contract Manager and provide detail as to the services being provided on that visit.

10. ACCEPTANCE

A. Until the State makes formal acceptance of the work, Contractor shall have the charge and care and shall bear the risk of injury or damage to any part of the work.

B. The State will accept work performed under this contract in writing when all work has been completed to the satisfaction of the State. In judging the work, no allowance for deviations from the original scope of work will be made unless already approved in writing at the proper times and in the manner called for in the contract.

11. REJECTION

A. Should any portion of the work or materials fail to comply with the scope of work or provisions listed herein, the work or materials will be rejected. Contractor will immediately correct the work or materials in question, to the satisfaction of the State before exiting the premises.

B. Any work done that does not comply with any laws, rules, or regulations will be remedied at Contractor’s expense.

12. LIABILITIES

A. Contractor shall, at own expense, rebuild, repair, and restore all damages to the Home’s satisfaction.

B. Contractor shall be responsible for any damage resulting from defects, obstructions, or any other cause during the progress of the work.

C. Neither the Secretary of CalVet nor any other officer or authorized assistant of the Department shall be personally responsible for any liability arising under the contract.

D. Contractor shall be solely responsible and accountable for the complete indemnification of the State for any spills of grease loaded and transported.

13. 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.

14. 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. The return times to correct work previously done will be coordinated and scheduled by the Contract Manager.

15. WORK AREA

While working on equipment, Contractor agrees to perform services with as little disruption to the State’s operations as possible, and to keep their work area clean and safe from hazards.

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. 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.

Precaution shall be exercised at all times for the protection of residents, staff, visitors, volunteers and property.

These shall include, but not be limited to, the utilization of adequate safety guards and protective devices for all equipment and machinery, whether used in the performance of work or permanently installed as part of the work. The Contractor shall comply with all applicable laws relating to safety precautions, including the safety regulations of the Division of Industrial Safety, Department of Industrial Relations.

16. WORKMANSHIP

A. All work provided by the Contractor shall conform to the latest requirements of Federal, State, City and

County regulations. In case of conflict with regulatory requirements and specified materials, regulatory requirements will govern. 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.

B. The Contractor shall accomplish all services in compliance with the following regulations:

1. Local, state, and federal Occupational Safety and Health Administration (OSHA) regulations;

2. California Code of Regulations (CCR), Title 19 regulations;

3. Department of Health Services, Department of Social Services, and Code of Federal Regulations Title

22 regulations;

4. California Health and Safety Code Title 49 regulations;

5. Hazardous Communications Standards set forth in 29 Code of Federal Regulations (CFR) 19.10.1200;

6. Department of Industrial Relations General Industry Safety Orders (GISO), Section 5194;

7. California Labor Code, Section 6360.

17. 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 Plant Operations management 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.

C. Pursuant to Labor Code Section 1775, it is hereby mutually agreed that the Contractor shall forfeit to the

State a penalty of fifty dollars ($50.00) for each calendar day, or portion thereof, for each worker paid by him/her or subcontractor under him/her, less than the prevailing wage so stipulated; and in addition, the Contractor further agrees to pay each worker the difference between the actual amount paid for each calendar day, or portion thereof, and the stipulated prevailing wage rate for the same. This provision shall not apply to properly indentured apprentices.

D. Pursuant to Labor Code Section 1813, it is further agreed that the maximum hours a worker is to be employed is limited to eight (8) hours a day and forty (40) hours a week and the Contractor shall forfeit, as a penalty to the State, twenty-five dollars ($25.00) for each worker employed in the execution of the contract for each calendar day during which a worker is required or permitted to labor more than eight (8) hours in any calendar day or more than forty (40) hours in any calendar week, in violation of Labor Code Section 1810-1815, inclusive.

E. 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.

18. 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; and

5. Other employee benefits.

19. CONTACT INFORMATION

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

1. CalVet Home Representative:

Veterans Home of California West Los Angeles Contract Manager:

11500 Nimitz Avenue Los Angeles, CA 90049 Phone:

Email Address:

2. Contractor Representative:

TBD

TBD

TBD

TBD

TBD

TBD

mailto:Lisa.Hodges@calvet.ca.gov

California Department of Veterans Affairs Solicitation Number: 24WS0005 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 in 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

Veterans Home of California – West LA Attn:

11500 Nimitz Avenue Los Angeles, CA 90049

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 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

5) CalVet location where services were performed

California Department of Veterans Affairs Solicitation Number: 24WS0005 Exhibit B - Budget Detail and Payment Provisions TBD

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 Contractor discovers it has received an overpayment, 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 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 Rates Per Service

Quarterly Services: Grease Trap Pumping, Transportation, Documentation, Disposal, Hydro Jetting, Waste Clean, and all Service Costs $

Annual Services: Backflow Prevention Testing and Certification Services $

Rate Per

Hour Repair Service: Monday - Friday, 7:00am to 5:00pm; no other hours authorized per Contract Manager $

[MATERIAL REIMBURSEMENT / PARTS ALLOWANCE] $5,000

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.