24WS0025_-_Exhibits_A-E.pdf

California Department of Veterans Affairs Solicitation Number: 24WS0025 Exhibit A - Scope of Work TBD

PHLEBOTOMY AND LABORATORY SERVICES

1. INTRODUCTION

A. Contractor shall provide Clinical Phlebotomy and Laboratory Services, as specified, to California

Department of Veterans Affairs (CalVet). Contractor shall provide services at the Veterans Home, West Los Angeles, 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 services. Services shall be provided at the Home upon request and under the direction of the Contract Manager or designee. For purposes of this Agreement, the State designee must be a civil service employee.

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

Contractor shall provide services to the Home, as needed, seven (7) days a week, 24 hours a day. 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 agrees that all Providers will be required to render health services as stated below and as required by law on an as needed basis. Providers will perform services in accordance with federal and state laws and regulations and CalVet policies and procedures and shall at all times comply with universal safety precautions and maintain CalVet security measures and a safe work environment.

D. Contractor agrees that, unless otherwise stated, all expenses associated with travel to and from the

Veterans Home, lodging, and all training expenses for Providers shall be borne by the Contractor or the Provider, and will not be reimbursed separately by CalVet. Any and all services performed outside the scope of this Agreement will be at the sole risk and expense of the Contractor.

E. 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, or Designee, and the Contractor has received a copy of an executed contract from CalVet. For purposes of this Agreement, the State designee must be a civil service employee. 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. MINIMUM QUALIFICATIONS

A. Resident health care is of paramount importance. Accuracy in communications is critical to ensure timely, correct care is provided. Therefore, any Provider(s) providing services through this Agreement must be able to communicate effectively with CalVet.

B. Any Provider who fails to meet the qualifications shall not be permitted to perform service. The Contract

Manager, shall state in writing the reason(s) the Provider does not meet qualifications. After notification of failure to meet qualifications has been provided, CalVet shall not pay the Contractor for additional services identified as not meeting the qualifications.

C. Contractor must have Providers to adequately provide services to the Home, who meet the requirements specified in this Agreement.

3. CONTRACTOR’S RESPONSIBILITIES

A) ROUTINE PHLEBOTOMY AND LABORATORY SERVICES FOR RESIDENTS

The Home is a 396-bed Skilled Nursing Facility with a small clinic. Contractor shall provide on-site phlebotomy and laboratory services for clinical laboratory diagnostic services per physician orders for residents of the Home Monday through Friday between 5:00 AM (before breakfast) and 5:00 PM, excluding State holidays.

Services shall be provided at the Home's Clinic or at bedside.

1. Contractor shall collect, pickup, and deliver all specimens collected at the Home to contractor’s duly authorized laboratory the same morning to ensure specimens remain viable. Contractor must notify the License Vocational Nurse (LVN) or Registered Nurse (RN) on the unit if unable to collect specimen at any given time. Contractor shall communicate results for morning phlebotomy specimens on the same day and before 2:00 PM.

2. Non-blood specimens collected by the Home's nursing staff shall be done prior to routine phlebotomy hours as defined above, and shall be picked up by the phlebotomist the same day throughout respective locations at the Home with results to be available within 24 hours or sooner.

All routine tests ordered after the routine phlebotomy business hours will be performed the next business day. Results shall be communicated to the Home immediately upon availability,

3. Contractor shall not determine whether any resident or any laboratory test for a particular resident is a covered service by an applicable third-party payer. Therefore, Contractor shall not be held financially responsible for tests which a third-party payer may determine medically unnecessary, not a covered service, or were unauthorized by the third-party payer Reports.

4. The Contractor shall maintain a primary business office within a fifty (50) mile radius of the California Department of Veterans Affairs (CALVET) facility located in West Los Angeles (WLA).

The Contractor agrees to provide the necessary services promptly and efficiently, ensuring that the proximity allows for timely communication and laboratory services.

5. Laboratory services are provided for, but not limited to, the following test requests:

a) Basic Metabolic

b) Comp Metabolic

c) Lipid Panel

d) CBC w/Diff

e) Ferritin

f) Folate

g) Hemoglobin

h) Iron, Total

i) Iron (TIBC)

j) PSA, Total

k) PT/INR I) Influenza

m) TSH 3rd Gen

n) UA w/Microscopy

o) Vit B12

p) Vit D, 25-0H

q) Urine's Culture

r) Venipuncture

6. Contractor shall furnish all supplies required to collect samples that the Contractor is collecting firsthand.

7. When samples are Quantity Not Sufficient (QNS) or are lost; the Contractor shall phone to notify the Home as soon as it is discovered.

8. Contractor shall immediately telephone and/or fax directly to the Home all results that fall into "Panic Values" as defined by Contractor.

9. The Contractor shall perform repeat determinations at no charge on the same or second specimen when results appear to be inconsistent with clinical evaluation of patients.

10. The Contractor shall provide patient and Antiprogram reports via Email and Fax or a printable equivalent on their HIPAA-compliant website each day, and a workload analysis report each month and annually. Electronic protected health information (ePHI) must be encrypted (preferably password protected pdf) when leaving trusted internal environment. Must meet HIPAA Security Rule (HSR) referenced in 45 CFR Part 160 and Subparts A and C of Part 164. Please reference NIST Special Publication 800-14, Generally Accepted Principles and Practices for Securing Information Technology Systems and NIST Special Publication 800-33. Contractor that provides this information agrees to implement reasonable and appropriate security measures to protect the information.

11. Web based interface/portal would be Ideal for any access to documents. CalVet must ensure information access management, access control, security awareness training, security incident procedures, and devices and media controls. The web portal must be IAW California Government Code §11135(d), which requires that all electronic and information technology developed or purchased by the State of California Government is accessible to people with disabilities.

B) HOME STAFF LABORATORY SERVICES

Employee labs shall be completed for the Hepatitis Vaccine Titers and any other vaccine titers as needed. Employee labs will be called in 24 hours in advance and scheduled during business hours between 08:00 AM - 05:00 PM.

C) REPORTS

1. Contractor shall provide laboratory results and administrative services including quality assurance, facilitation of timely reports, and equipment oversight.

2. Routine consultation notes will be communicated by fax to the ordering unit of the Home within 24 hours.

3. All critical findings and the doctor's report shall be sent by phone or fax to the Contract Manager, or designee within one (1) hour to ensure resident receives the appropriate quality of care. Additionally, as soon as a critical value is noted, the contractor shall call the Home's ordering unit and notify a Nurse or Physician. All tests ordered by the Specialist shall have the Primary Care Provider at the Home as a recipient of the test results.

D) STAT SERVICES FOR RESIDENTS

1. STAT orders require results within four (4) hours. Contractor shall honor STAT orders when requested by provider order. Emergency response time for arrival for STAT services at the Home shall be within two (2) hours of the initial contact of the Contractor by the Home. A STAT draw call with lab processing is defined as a call requiring the phlebotomist to arrive to perform a draw, and results provided to the Home within two (2) hours. Results must be communicated to an LVN or an RN of the Home's ordering Unit where the Lab result originated.

2. STAT non-blood test orders require arrival for specimen pick up within two (2) hours and results communicated to the Home immediately upon availability.

3. STAT fee may be charged once per patient per visit.

e. The Contractor shall meet every other month with the Contract Manager or designee via phone conference or in person to discuss performance and current issues that needed any follow up.

f. The Contractor shall obtain from the Home staff the policies and procedures regarding the identification of the Skilled Nursing Facility covered stays and identification time frames. The Home shall provide Contractor with information on the tests requisitions that identify patients as SNF residents under Medicare Part A-covered stays to enable Contractor to bill in compliance with applicable laws and regulations.

g. Contractor shall ensure resident medical record information is identified and maintained as

"CONFIDENTIAL', and shall be held in trust and confidence, and shall be used only for the purposes contemplated under this contract.

h. Contractor shall maintain for each resident, who has received medical services under this Contract, a legible, detailed medical record consistent with good medical and professional practices. Medical records shall permit effective internal professional review and external medical audit processes facilitating an adequate follow-up treatment and all supporting documentation required by Federal and State Medicare and Medi-Cal laws, regulations, rules, and policies. Medical records shall be maintained in accordance with Title 22, CCR, Sections 53284 and 53861, and reflect all aspects of patient care, including ancillary services.

I. The Contractor shall, at no additional cost, provide an access to the solution via an internet browser for data input and retrieval of all results. The hosted solution shall comply with HIPAA Privacy and Security Rules. When the solution requires any Add-on and/or Plug-in to be installed at the user computer, the contractor shall notify CalVet at least seven (7) days in advance.

j. The Contractor shall provide CalVet users login activity upon requested within seven (7) days.

k. The Contractor shall provide training of Home staff on the use of the solution.

l. The Contractor shall provide at least three (3) user names and passwords and the user password can be reset by the user at any time.

CalVet reserves the right to request Contractor provide reports or information as needed. The reports shall be submitted in electronic format and sent via electronic mail as requested by CalVet. If electronic mail is not available, arrangements will be mutually agreed upon by the Contractor and CalVet Contract Manager or designee.

4. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

Prior to providing services as outlined in this Agreement, Contractor shall ensure that each Provider possess and maintain throughout the term of this Agreement, all licenses, permits, and certification requirements noted in Exhibit A–1, Service Specifications.

A. Contractor must be licensed to conduct business in California.

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

C. Licenses will include, but not limited to: Clinical Laboratory Improvement Amendments (CUA)

Certification, and the Phlebotomy Technician Certification (CPT) for the phlebotomists. Survey reports shall be available for review. Prior to providing services specified in this Agreement, Contractor or Contractor's Provider shall possess and maintain throughout the term of this Agreement, all licenses, permits, and certification requirements. Contractor must provide the State with proof of any required training, licenses, permits, certifications and any other required documents as stated below and as required by law, for each of the Providers 'providing services under this Agreement. Contractor shall abide by all the applicable rules and regulations as depicted by the Department of Health and Human Services.

D. Contractor shall maintain or subcontract with a laboratory licensed by the California Department of Health

Services. Contractor, including Subcontractors, responsible for discharging the Contractor's duties and obligations, under this Contract, shall hereby attest that all licenses, registrations, and/or certifications are and will remain current throughout the term of this Contract.

E. Contractor shall further attest that no restrictions or probationary actions have been levied against its practice as licensed under the laws of the State of· California. Contractor shall routinely monitor and report to the Clinical Administrator or designee the status of its medical and professional staff's licenses, certifications, and/or registrations to ensure that they are current and that said personnel are in compliance with Medicare, Medi-Cal, and/or State of California licensing and/or registration restrictors.

F. The Contract Manager, or designee shall approve in advance all required Providers assigned to the

Agreement. If any Provider of the Contractor is unable to perform due to illness, resignation, or factors beyond the Contractor's control, the Contractor shall immediately submit qualifications of proposed substitute Provider to the Home for approval. The Home shall be notified of any additions or corrections to the Contractor's list of prospective Providers at least five (5) working days before the Provider's start date.

G. If, during the course of this Agreement, any of the licenses and/or requirements are found to be inactive or not in compliance, the Home may withhold payment for services rendered during the expiration period and/or immediately terminate this Agreement.

H. Contractor shall assume responsibility for verifying, through the appropriate licensing boards, that no current or unresolved adverse actions have. been taken by the State licensing authorities against any Provider(s) assigned to the Home, and that all licenses are active and void of misconduct. The Home may, at Its discretion, verify the current status of Provider(s) assigned.

I. Contractor shall maintain or subcontract with a laboratory licensed by the California Department of Health

Care Services.

5. BUILDING SECURITY

The Contractor shall ensure each Provider has an identification badge which includes the name of the Provider, Name of. the Contractor (if different), and a photo identification. The badge shall be worn above the waist by the Provider at all times while at the Home. Providers shall sign in and out at the main lobby, as required upon entering the Home. The Contractor/Provider shall follow all requirements indicated by the Home for visitor sign in/out procedures, authorized parking lots, security and reporting. Providers shall wear the Home issued visitor I.D. badge.

6. CREDENTIAL VERIFICATION

A. For services provided at a Home, the Contractor has to comply with the following credentialing requirements:

1. If the Contractor and/or Provider enter into an Agreement for medical services at the Home, the Contractor and/or Provider shall comply with all CalVet Home credentialing standards, requirements, policies and procedures. Contractor shall provide necessary information for the successful credentialing not less than thirty (30) days prior to the scheduled date of service unless otherwise agreed upon by CalVet. Services cannot start until the credential process and approval is completed by the Home.

2. The Contractor and/or Provider are required to coordinate with the Contract Manager or designee, to submit documentation for credentialing.

3. The Contract Manager or designated representative will notify the Provider once credential verification has been completed to arrange for an effective date for the Contractor or Provider to render services at the Home.

4. Contractors providing temporary/relief registry services are responsible to gather and submit the completed Credential Verification Packet to the Contract Manager or designee at the Home where services are to be provided.

7. CANCELLATION

A. Contractor shall give advanced notice to the Contract Manager, or designee, prior to cancellation of scheduled clinics/services, if for reasons other than illness, as follows:

1. For scheduled clinics: one (1) week written notice

2. For all other scheduled services: at least twenty-four (24) hour notice

B. CalVet may cancel or change assignments by telephone, before a Contractor’s and/or Provider’s scheduled reporting time.

8. 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:

Note: “Overtime Pay” must be removed from this list if overtime is being paid in this agreement.

1. Premium Pay, Overtime Pay, or Holiday Pay

2. Medical Insurance

3. Vacation or Sick Leave

4. Worker’s Compensation

5. Other employee benefits

Note: If payment of overtime is allowed in the contract both of the items below should be removed. If overtime is not allowed, one of the following items must be selected based on Home’s determination.

Overtime is any time in excess of 8 hours.

Note: It is the Contractor’s responsibility to rotate providers if necessary to avoid overtime hours.

OR

It is the Contractor’s responsibility to ensure compliance with all Federal, State, and local regulations regarding wage and hour laws and provision of overtime for shifts in excess of 8 hours.

9. ORIENTATION/TRAINING

A. Contractor agrees that prior to reporting for work at the Home, all Providers shall complete any required orientation and training to become familiar with the operations of the Home, its medical facilities, Title 22 of the California Code of Regulations, Title 42 of the Code of Federal Regulations, and any other laws or bylaws that may apply to the Home.

B. To maintain continuity of services and ensure safety for all workers, Contractor shall make available to the Home only those Providers who have completed the required orientation and training.

10. HEALTH CLEARANCE

A. Contractor shall comply with the Home’s infection control policies and procedures. Initial and annual health clearance to include tuberculosis (TB) screening and Hepatitis B vaccine series offer (initial only) is required by Home policy of all state employees, contract employees and volunteers in order to meet state facility licensure requirements.

B. Initial TB screening may include, but not be limited to, 2-step TST/PPD testing and/or X-ray, and TB questionnaire. Annual TB screening may include, but not be limited to, 1-step TST/PPD testing and/or X-ray, and TB questionnaire. The health clearance process must be completed prior to initiation of services or employee assignment, and within the required timeframe stipulated by the Home for the annual requirement.

C. Pre-employment/pre-assignment and annual health screening performed for Contractor or Contractor’s employee will be at the Contractor’s expense. As part of compliance with OSHA Regulation 1910.1030– Blood borne Pathogens, the Home will extend the Hepatitis B vaccine series offer to requesting Contractor staff. The Home reserves the right to charge a per-individual charge consistent with community rates for health screening and vaccination services performed at the Home. Such charge(s) will be deducted from the Contractor’s invoice.

D. Requests to utilize the Contractor’s own health care provider for employment health clearance to include, but not limited to TB Testing and/or X-Ray, and Hepatitis B vaccination series offer, shall be made directly to the Contract Manager, or Designee. When utilizing Contractor’s own health care provider, Contractor shall submit medical reports/documentation to the Home’s Ambulatory Care Clinic indicating the individual is cleared to perform their duties and is free of communicable disease. The medical documentation must be submitted prior to initiation of services or employee assignment, and within the required timeframe stipulated by the Home for the annual requirement.

E. Failure to comply with the Home’s infection control policies shall result in immediate Provider suspension, contract suspension or termination. Any suspension will remain in effect until a medical clearance is provided to the Home’s Infection Control Specialist or Chief Medical Officer.

F. During times of pandemic (such as COVID-19) or other instances of widespread viral or bacterial infections, additional precautionary infection control steps may be implemented and required by the Home. These may include, but are not limited to: wearing CalVet approved masks and/or face shields, extra or special cleanings, social distancing, partitions, adjusted hours and obtaining additional clearance certifications that may be required by local, state or federal health authorities.

11. BACKGROUND CLEARANCE

A. Background clearance involving fingerprinting is required by Home policy of contract employees and volunteers prior to assignment to the Home in order to meet state facility licensure requirements. Live-scan is the only acceptable form of fingerprinting for the Home. Contractor shall be solely responsible for the cost for Live-Scan Services.

B. The Home’s Personnel Office must receive the Live-Scan results prior to approving assignment to the Home.

12. CONTACT INFORMATION

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

1. CalVet Representative/Contract Manager:

Veterans Home of California - West Los Angeles Contract Manager (TBD), Director of Nursing 11500 Nimitz Avenue Los Angeles, CA 90049 Phone: TBD Email: TBD

2. Contractor Representative:

"[ Insert Name of Contractor ]" "[ Insert Contract Manager and Title ]" "[ Insert Address ]" "[ Insert City, State, and Zip ]" "[ Insert Phone and Fax Numbers ]" "[ Insert E-mail Address ]"

B. Contract Representatives, addresses, and phone/fax numbers may be changed by issuing a 20-day prior written notification and shall not require a formal amendment to this Agreement. The notifying party shall provide complete contact information for the replacement Contract Representative including, name, title, mailing address, phone/fax numbers, and email address. 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 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: TBD 11500 Nimitz Ave 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

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

[INSERT TYPE OF SERVICE] $

[INSERT TYPE OF SERVICE] $

[INSERT TYPE OF SERVICE] $

[ MATERIAL REIMBURSEMENT] $

Incidental Repairs - Normal Business Hours (Monday-Friday X:X0 a.m. - X:X0 p.m.) $ Incidental Repairs - After Normal Business Hours (Monday thru Friday, X:X0 p.m. - X:X0 a.m.) $ Emergency Services - Normal Business Hours (Monday-Friday X:X0 a.m. - X:X0 p.m.) $ Emergency Services - After Normal Business Hours (Monday-Friday X:X0 p.m. - X:X0 a.m.) $ Emergency Services - Weekends and Holiday $

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. REPORTING SMALL BUSINESS (SB)/MICRO BUSINESS (MB) AND /OR DISABLED VETERANS

BUSINESS ENTERPRISE (DVBE) UTILIZATION

A. If SB/MB and/or DVBE Subcontractor participation is a requirement on this Agreement, the Contractor must report the actual amount paid to certified Subcontractors. The Contractor must comply with Government Code Section 14841 and Military and Veterans Code Section 999.5(d) by reporting the actual utilization of certified Subcontractor(s) during the performance of this Agreement. The Contractor shall prepare and submit the report to the Contract Manager within 60 days from receipt of final payment.

B. Withhold: Pursuant to Mil. & Vet. Code Section 999.7, ten thousand dollars ($10,000) will be withheld from the final payment, or the full final payment if less than ten thousand dollars ($10,000), until the prime contractor complies with the certification requirements of subdivision (d) of Mil. & Vet. Code Section

999.5. Prime contractor shall be given 30 days’ notice to cure the defect. If, after 30 calendar days from the date of notice, the prime contractor refuses to comply with the certification requirements, CalVet shall permanently deduct ten thousand dollars ($10,000) from the final payment, or the full payment if less than ten thousand dollars ($10,000).

8. DISABLED VETERANS BUSINESS ENTERPRISE (DVBE) PARTICIPATION (WITH GOALS)

A. The Contractor has complied with the requirements of Public Contract Code Section 10115 et seq. DVBE goals achieved are expressed as a percentage of the estimated dollar value of this contract, and are identified on the Bidder Declaration, GSPD-05-105, attached to and made a part hereof.

B. The following goals are the Contractor’s commitment set forth in this contract based upon the estimated total dollar mount to be expended:

1) 3% of work for DVBE(s) Percentage must be updated based on CalVet policy for contract $ amount

2) If this contract is amended and the additional work can be included in the subcontracted work, the goals shall be amended to reflect this change.

9. SUBSTITUTION OF DVBEs

A. DVBE subcontractors shall be used per the California Code of Regulations (CCR), Title 2 § 1896.70 unless a substitution is approved in writing by the Department of General Services (DGS),Office of Small Business & Disabled Veteran Business Enterprise (OSDS). A DVBE subcontractor shall be replaced by another DVBE to perform the work originally stated. The substitution shall maintain, at minimum, the level of participation goal stated in the bid.

1) The Contractor shall simultaneously notify the DVBE and the CalVet Contract Manager of the intended substitution. The written notice shall contain the reasons for the substitution and be sent by certified mail. The Contractor shall submit the following to the CalVet Contract Manager:

i. A copy of the written notice issued to the DVBE with proof of delivery. In the absence of proof of delivery, provide the certified mail receipts.

ii. A copy of the DVBE’s consent or opposition to the substitution. In the absence of the consent or opposition, provide the returned and unopened certified mail.

iii. The name and supplier number of the business being substituted and the name and supplier number of the proposed replacement. If a DVBE cannot be identified as a replacement, the Contractor shall document the absence of DVBEs. This documentation shall include but is not limited to:

1. Contact CalVet’ SB/DVBE Coordinator regarding the absence of DVBEs to perform the specific work.

2. Search results from the DGS website for DVBEs to perform the specific work.

3. Communication with a DVBE Community Organization nearest the worksite regarding the absence of DVBEs, if applicable.

4. Documented communication with DVBEs describing the work to be performed, its percentage of the overall contract, the corresponding dollar amount, and their responses to the request.

2) The DVBE shall have up to five (5) business days from the postmark date to consent or oppose the substitution. A copy of the DVBE’s reply shall be sent simultaneously by certified mail to the Contractor and the CalVet Contract Manager.

3) When written oppositions to a substitution are filed, CalVet shall grant the DVBE a hearing. The hearing notice shall be issued within five (5) business days from receipt of the opposition. If CalVet grants the substitution, continue to G, below.

4) The CalVet Contract Manager shall submit the substitution request to the DGS, OSDS:

i. The request must meet the criteria as specified above or § 4107 of the Public Contract Code for

Public Works.

ii. The substitution request shall be accompanied by the hearing decision, when applicable.

5) The OSDS will respond to substitution requests within three (3) business days. The OSDS shall consent to the substitution of another DVBE in any of the following situations:

i. When the DVBE becomes bankrupt, insolvent or goes out of business.

ii. When the DVBE does not perform as listed in the Bidder Declaration.

iii. When the DVBE does not meet the bond requirements of the contractor.

iv. When the DVBE’s name is incorrect due to an inadvertent clerical error. In the case of public works contracts, compliance with § 4107.5 of the Public Contract Code is required.

v. When the DVBE is not licensed as required by any State of California regulatory agency.

vi. When CalVet, or its duly authorized officer, determines that the DVBE:

1. Did not perform in accordance with the plans and specifications; or,

2. Has delayed or disrupted the progress of the work.

6) The DVBE substitution process shall not be used as an excuse for noncompliance with any provision of law. This includes, but is not limited to, the Subletting and Subcontracting Fair Practices Act (§ 4100 et seq., Public Contract Code) or any Agreement requirements relating to substitution of subcontractors.

7) Contractors who proceed with work pending a substitution decision may be subject to contract termination, recovery of damages under rights, remedies and penalties. This is outlined in § 999.9 of the Military and Veterans Code, § 10115.10 of the Public Contract Code or § 4110 of the Public Contract Code (applies to public works only). Failure to adhere to the DVBE participation in the performance of the Agreement may be cause for Agreement termination and recovery of damages under the rights and remedies due CalVet.

8) Any DVBE firm acting/working under subcontract must be responsible for providing materials, supplies, equipment or services and must carry out its responsibility by actually performing, managing, or supervising the work involved that is normal for its business services and functions.

9) The Contractor shall maintain records of all subcontracts entered into with DVBE Subcontractors including records of materials purchased from DVBE suppliers. Such records shall show the name and address of each DVBE Subcontractor or supplier and the total dollar amount paid to each one.

Upon completion of the Agreement, a summary of these records shall be prepared and certified correct by the Contractor or his authorized representative and the summary shall be furnished to the CalVet Contract Manager.

10. SMALL BUSINESS OR DISABLED VETERAN BUSINESS ENTERPRISE CERTIFICATION

A. Contractor shall maintain its status as a Department of General Services (DGS) certified Small Business

(SB)/Microbusiness (MB) or Disabled Veteran Business Enterprise (DVBE), as applicable, throughout the term of this Agreement.

B. Subcontractor must also maintain its certification with the DGS Office of Small Business & Disabled Veteran Business Enterprise Services as a SB/MB or DVBE, as applicable, for the duration of this Agreement.

11. 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.

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