24WS0028_-_Exhibits_A-D.pdf

California Department of Veterans Affairs Solicitation Number: 24WS0028 Exhibit A - Scope of Work TBD

BARBER SERVICES

1. INTRODUCTION/SERVICES

A. Contractor shall provide Barber Shop Services to the California Department of Veterans Affairs

(CalVet), Veterans Home of California – West Los Angeles (Home), located at 11500 Nimitz Ave. Los Angeles, CA 90049 for the benefit and care of the Residents. Contractor shall provide all labor, materials, staff, license, permits, supervision, and equipment, and pay all applicable taxes, permits, and/or inspection fees associated with providing barber and beauty services to Skilled Nursing Facility (SNF) Care and Memory Care Unit (MCU) Residents of the Home, and every other item of expense necessary to perform services, unless otherwise stated.

B. Contractor shall perform services under the scope of their license and in accordance with federal and state laws and regulations as well as CalVet policies and procedures.

C. All work shall be coordinated and approved by the CalVet Contract Manager or designated representative. Services shall be performed during standard business hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, unless otherwise agreed upon. Work hours shall not exceed eight (8) hours per day. No work is to be performed on State holidays unless prior written approval is received from the CalVet Contract Manager. Any and all services performed outside the scope of this Agreement or not approved by the CalVet Contract Manager, or designated representative, will be at the sole risk and expense of Contractor.

D. Contractor is not authorized to deliver or commence performance of services as described in the

Agreement until written approval has been obtained from the CalVet Contract Manager and Contractor has received an executed contract from CalVet. Any delivery or performance of service commenced prior to Contractor obtaining all written approvals shall be considered voluntary on the part of Contractor.

2. CONTRACTOR’S RESPONSIBILITIES

A. Contractor shall perform Barber Shop Services. Salon hours shall be part-time, between 8:00 a.m. to

5:00 p.m., no less than two (2) days a week, and not to exceed twenty (20) hours per week. Contractor shall accommodate appointments made in advance for hours other than listed. Any changes to this schedule shall first be coordinated with the CalVet Contract Manager. In the event that days/hours change, Contractor shall notify the CalVet Contract Manager at least one week in advance. The regular work schedule designating Barber Shop operating hours shall be posted outside the salon. Contractor shall notify the CalVet Contract Manager or designee in advance when changes to the regularly scheduled hours are requested. Changes to the schedule shall be posted outside the salon.

B. Services shall include but are not limited to:

1 Hair Cut (only) 2 Hair Cut and Blow Dry 3 Shampoo 4 Shampoo and Set 5 Shaving of Face/Neck 6 Shaving of Head 7 Perms

8 Blow Dry and Curl with Electric Iron 9 Chemical Relaxer 10 Relaxer Touch-Up 11 Bedside Service 12 Hair Color 13 Press and Curl

C. Contractor shall meet with the CalVet Contract Manager within seven (7) business days of contract award to prepare for initial services including, but not limited to, hanging permits, licenses, and placement of service price list; organizing space, acquiring resident appointments, stocking supplies, assessing space, and identifying any needs prior to providing services. During the term of the

Agreement, Contractor shall meet the CalVet Contract Manager once a month to discuss performance under the Agreement.

D. Contractor must maintain records on a daily basis of services provided to the Residents. The record (sign in sheet) must contain service date, Residents’ name, signatures, Unit Number, time of service, and type of service. Contractor must complete a monthly invoice upon completion of billable services.

The original invoice must be submitted to the CalVet Contract Manager, in addition to the sign in sheet(s) as a record of services provided.

E. Contractor shall perform services in the Barber Shop in Building D, or upon request, at bedside in the SNF. In the SNF Units (bedside), personal protective clothing and a hand-held vacuum shall be used.

When providing bedside services in the SNF, Contractor shall report to the Unit Charge Nurse prior to and upon completion of services.

F. Contractor shall be responsible for maintaining satisfactory standards of appearance, competency, conduct, and integrity of their employees. Contractor shall not unlawfully discriminate against its employees, contractors, staff, or agents, and will fully comply with any and all applicable local, state, and federal non-discriminating and employee-related regulations, statutes, and judicial decisions.

G. Contractor shall wear an identification badge above the waist while on duty.

H. Contractor shall meet or exceed infection control guidelines at all times during the Agreement term.

I. Contractor shall furnish to the CalVet Contract Manager, prior to initial application of any chemicals, the trade names, if any, and chemical names of the chemicals to be used, and a label showing contents, the use strength of the chemical as applied, and the antidote thereto. Contractor shall furnish the same information each time there is a change to a chemical or product used in the performance of this Agreement. In addition, the Material Data Sheets of the products used shall be submitted to the CalVet Contract Manager. This information is required by the Medical Staff for emergency treatment in the event of inadvertent ingestion of and/or contact with the material by humans residing in, working at, or visiting the Home.

J. Contractor shall keep equipment in good working condition at all times, and keep the area free from debris. Personal protective clothing is required for Residents. Contractor shall minimize dropping of hair clippings on the floor or down Residents’ neck while providing services in the shop. Hair shall be removed from the floor after each haircut. Contractor shall remove hair clippings from cabinetry, shelving, furniture, and fixtures after performing the services.

K. Contractor shall be excluded from the duty when affected by skin infection or communicable diseases and shall not be allowed to return to the duty until a physician’s clearance (in writing) is obtained.

Contractor shall provide substitute personnel for continuity of services when an absence is planned.

Contractor must notify and obtain approval from the Calvet Contract Manager regarding substitute personnel.

L. Contractor shall immediately notify the CalVet Contract Manager or designee if Contractor will be late, or there is an unexpected change to the day’s schedule. Frequent lateness, unscheduled changes, or multiple failures to notify may result in termination of the Agreement.

M. Contractor shall exercise all necessary caution to avoid injury to persons or any damage to property.

N. Contractor shall comply with all applicable Federal, State and Local Safety and Fire Regulations and

Codes.

O. Contractor shall clean and sanitize all tools in accordance with the Department of Consumer Affairs, Board of Barbering and Cosmetology regulations using United States Environmental Protection Agency -registered disinfectants after each use with appropriate germicide and fungicide solution. Salon chairs, seats, armrest, and footrest shall be wiped after service to each resident. Contractor shall use fresh, sanitized, laundered towels, sheets, or gowns for each Resident. Contractor shall keep all equipment clean and in good repair (free of breaks, corrosion, open seams, frayed electrical cords, cracked and chipped areas) and equipment must be pre-approved by the Home’s Plant Operations Manager prior to use.

P. Contractor shall furnish all personal tools, equipment and supplies required for the performance of the services. These items include, but are not limited to: shampoo, conditioner, sterilizing solutions, combs, brushes, scissors, clippers, and protective drapes. All tools, equipment and other materials that belong to Contractor shall be removed from the Home at the end of each work day. The Home shall not be responsible for storage of any contractor property.

Q. Contractor shall immediately report to the CalVet Contract Manager or designee any and all accidents or unusual occurrences involving a Resident or the salon. Contractor shall cooperate with Home staff on the completion of an incident report form.

3. HOME RESPONSIBILITIES

The Home shall:

A. Provide a salon equipped with electricity, hot and cold running water, trash removal, and cleaning service.

B. Provide identification badges to Contractor and Contractor’s employees.

C. Coordinate scheduling of residents requiring services. The Calvet Contract Manager or designee shall inform Contractor of changes in the schedule.

D. Assist and escort residents to and from the appointments, as needed.

E. Provide fresh, sanitized, and laundered towels in the salon.

F. Issue Preventive Protective Equipment (PPE) in situations where PPE is required. The charge nurse will issue appropriate PPE and advise Contractor of policies and protocols as needed.

G. Coordinate with Contractor for the Home facility orientation to include, but not limited to, Building Safety, Resident Rights, Confidentiality, Privacy Protection, Discrimination, Harassment, and Zero Tolerance of Elder Abuse.

H. Provide electrical inspection by Home’s Plant Operations Manager or designee of Contractor’s electrical tools and equipment.

I. Provide a binder with sign in sheets for the Residents.

4. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

A. Contractor shall be licensed by the State of California, Department of Consumer Affairs (DCA), Board of Barbering & Cosmetology in compliance with California Code of Regulations, Title 22, Division 5, Chapter 3, Article 3, §72315(d) during the entire term of this Agreement and prior to providing services.

B. Contractor shall ensure all licenses; permits and certification requirements are verified and current throughout the term of this Agreement. Contractor will maintain applicable licenses for barber services, including but not limited to, cutting of hair, trim, shaving of head, shaving of face, shaving the neck line and trimming of beards and mustaches, per client preference.

C. Contractor licenses must be displayed in the location where work is being performed, and a copy provided to the CalVet Contract Manager.

D. Contractor’s employees or assistants not licensed by the DCA, Board of Barbering and Cosmetology, must not provide services.

5. HEALTH CLEARANCE

A. Contractor must comply with the Home’s infection control policies and procedures. Initial and annual health clearance includes tuberculosis (TB) screening, hepatitis B vaccination, and proof of annual flu shot or declination is required by the Home policy of all state employees, contract employees and volunteers in order to meet state facility licensure requirements. Failure to comply with the Home’s infection control policies will result in Contractor’s immediate suspension. Any suspension will remain in effect until a medical clearance is provided to the Home’s Infection Control Specialist or Chief Medical Officer.

B. Proof of flu shot or a written declination is required annually at the beginning of each flu season as directed by the Home. If Contractor signs a declination, Contractor must wear a mask for the entirety of flu season when working with residents

C. 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 beginning services, and within the required timeframe stipulated by the Home for the annual requirement.

D. Requests to utilize 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, must be made directly made to Contract Manager. When utilizing Contractor’s own health care provider, Contractor must submit medical reports and documentation to the Home’s Ambulatory Care Clinic (ACC) 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 Home for the annual requirement.

E. Contractor and its employee(s) will be officially released from duty by the Calvet Contract Manager when a skin disorder, communicable disease or health issue is determined by a licensed Physician.

Contractor and its employee(s) must provide a written Return to Work Clearance to the Calvet Contract Manager before returning to work.

6. BACKGROUND CLEARANCE

A. Background clearance involving fingerprinting is required by the Home policy of state employees, contract employees and volunteers prior to assignment to the Home in order to meet state facility licensure requirements.

B. Contractor is solely responsible for the cost of Live-Scan fingerprinting. The Home’s Personnel Office must receive the Live-Scan results prior to approving assignment to the Home.

7. PERSONNEL

A. Contractor and his or her employee(s) must attend the Home’s orientation, in addition to the required health and background clearances as described in Section 6 and 7 of this Agreement. The orientation will take approximately eight (8) hours. Upon completion the Contractor will be compensated $100 for attending the orientation. According to Title 22, Contractor shall be responsible for initial, refresher or annual training, certificates, permits, licenses, etc., at Contractor’s sole expense.

B. Contractor and its employee(s) must exercise and adhere to all necessary caution to avoid injury to persons or property damage.

C. Contractor shall have a plan of action in place for continuous service on planned days of absence(s).

Contractor shall inform the CalVet Contract Manager and Contract Manager has final approval on substitute personnel.

D. Contractor shall participate and assist, if necessary, in all emergencies or drills conducted at Home.

E. Contractor is responsible for maintaining professional standards of appearance, competency, conduct, and integrity of its employees.

8. INDEPENDENT CONTRACTOR STATUS

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

1. Premium Pay, Overtime Pay, or Holiday Pay;

2. Medical Insurance;

3. Vacation or Sick Leave;

4. Worker’s Compensation, and

5. Other employee benefits.

9. AMENDMENT OPTION

If it is determined to be in the best interest of the State, the State may extend the term of the Agreement for an additional 12 months through an amendment signed by both parties. The rates specified in Exhibit B-1, Rate Sheet, shall remain in effect for the term of the Agreement including any extension of the term through a formal amendment.

10. 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

TBD

11500 Nimitz Ave Los Angeles, CA 90049 Phone:

Fax:

Email:

2. Contractor Representative:

TBD

Name, Title Street Address City, State Zip Phone:

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

California Department of Veterans Affairs Solicitation Number: 24WS002 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 Home Address Home City, State, and Zip code

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

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) Contractor’s final invoice must be clearly marked as “Final Invoice”

12) 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.

4. DVBE Withhold

For contracts with DVBE subcontractors 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).

CalVet shall maintain all records of the information provided by the prime contractor pursuant to Section

999.5 and shall establish appropriate review procedures for those records to ensure the accuracy and completeness of the award amounts and paid amounts reported. The records shall be maintained in a manner that facilitates access and review by external auditors. Records collected pursuant to this section shall be retained for a minimum of six years after collection. (Mil. & Vet. Code Section 999.55)

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)

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.

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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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…