25BS0010_-_Exhibits_A-E.pdf

California Department of Veterans Affairs Agreement Number: 25BS0010 Exhibit A - Scope of Work TBD

TEMPORARY/RELIEF SKILLED NURSING FACILITY (SNF)

ADMINISTRATOR SERVICES

1. INTRODUCTION

A. The Contractor shall provide temporary/relief services, on an as-needed basis, to the California

Department of Veterans Affairs (CalVet). The Contractor shall provide services for the benefit and care of residents at the Veterans Home of California – Barstow (Home) located at 100 East Veterans Parkway, Barstow, California 92311. The Contractor shall provide all labor, materials, staff, transportation, licenses, permits, and every other item of expense necessary unless otherwise stated. Services shall be provided at the Home upon request and in compliance with the terms of this agreement.

B. Contracted services shall be used to fill temporary vacancies, substitute for full-time CalVet employees while on extended leave, and provide temporary services when appropriate staffing levels cannot be maintained with civil service staff, or when the requested services are not available within state civil service.

C. Provider must be able to perform the tasks associated with providing services under the scope of their license. The 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. The Contractor agrees that, unless otherwise stated, all expenses associated with travel to and from the

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

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

Agreement until written approval has been obtained from CalVet Contract Manager 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. CONTRACTOR’S RESPONSIBILITIES

A. The Contractor may use Provider(s) to perform services who meet the requirements specified in this

Agreement and have the ability to adequately provide services to the Home. The Contractor must provide the State with proof of any required training, licenses, permits, certifications, and any other documents required by law, including documents for each Provider performing services under this Agreement.

B. CalVet may request that the Contractor remove any Provider(s) whose performance or actions the Home deems, in its sole judgment, unfit to meet the demands of the program or shows conduct that otherwise interferes with its staff relationships or primary mission. The Contractor agrees to immediately remove such Provider and substitute an alternate candidate who meets the requirements set forth in this Agreement.

C. Provider’s Responsibilities are noted in Exhibit A-1, Service Specifications.

3. PROVIDER’S QUALIFICATIONS

A. Provider’s qualifications are noted in Exhibit A-1, Service Specifications.

B. Any Provider who fails to meet the qualifications shall not be permitted to perform service. The Home’s Administrator or designee 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 services rendered by that Provider.

4. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

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

B. Provider’s licenses, permits, and certification requirements are noted in Exhibit A-1, Service Specifications.

5. HEALTH CLEARANCE

A. The 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 the Home policy of all state employees, contract Providers, 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 a TB questionnaire. Annual TB screening may include, but not be limited to, 1-step TST/PPD testing and/or X-ray, and a 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 the Contractor or

Contractor’s Provider will be at the Contractor’s expense.

D. All Providers must show proof of receiving an annual vaccination for influenza (flu). If a Provider cannot show proof of receiving the current vaccination, they must sign a declination form and wear a mask while in the Home during the entire duration of flu season.

E. The Contractor shall submit medical reports/documentation to the CalVet Contract Manager, or designee, 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 Provider assignment, and within the required timeframe stipulated by the Home for the annual requirement.

F. During times of endemic or 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, vaccinations, booster shots, and obtaining additional clearance certifications that may be required by local, state or federal health authorities. Providers shall comply with the Home’s COVID-19 Mitigation or Infection Control Plan and follow all current COVID-19 guidelines for precautions.

G. 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 medical clearance is provided to the Home’s Infection Control Specialist or designee.

6. BACKGROUND CLEARANCE

A. Background clearance involving fingerprinting is required by the Home policy of contract Providers 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.

B. The Contractor/Provider shall coordinate with the Home’s Personnel Office to arrange Live-Scan services. At a minimum, Department of Justice (DOJ) results must show California State level and Federal Bureau of Investigation (FBI) level criminal offender record information (CORI) clearances.

C. The Home’s Personnel Office must receive the Live-Scan results and DOJ clearances prior to approving assignment to the Home.

7. ORIENTATION/TRAINING

A. Upon assignment or initiation of services, the Contractor shall coordinate with the CalVet Contract

Manager for Provider facility orientation to include, but not be limited to, building safety, resident rights, confidentiality, privacy protection, discrimination, harassment, and zero tolerance of elder abuse.

B. 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.

C. Each Provider must attend the Home’s orientation. The orientation will take approximately eight (8) hours, and the Contractor shall be solely responsible for the cost.

D. Each Provider is required to complete all regulatory training in accordance with federal and state laws and CalVet policies and procedures.

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

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 employees of the Home and shall not be entitled to any employee benefits from CalVet or the State, including, but not limited to, the following:

1. Premium Pay, Overtime Pay, or Holiday Pay

2. Medical Insurance

3. Vacation or Sick Leave

4. Workers’ Compensation

5. Other employee benefits

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

B. After six (6) months of continuous employment with the same Provider, the State reserves the right to suspend or terminate the contract and offer permanent civil service employment to that Provider without incurring any penalty or fines to either party.

9. CONTACT INFORMATION

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

1. CalVet Representative/Contract Manager:

Veterans Home of CA - Barstow

TBD

100 East Veterans Parkway Barstow, CA 92311 Phone:

Email:

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 A-1 – Service Specifications TBD

TEMPORARY/RELIEF SKILLED NURSING FACILITY (SNF) ADMINISTRATOR SERVICES

1. PROVIDER’S QUALIFICATIONS

A. Providers assigned to CalVet as a SNF Administrator must have the minimum experience/education outlined below:

i. Minimum of twelve (12) continuous months of experience within the last three (3) years performing services similar in scope to those defined herein, preferably in a public or private institution.

ii. Minimum of at least three (3) years as an SNF Administrator.

iii. Education: Graduated from an accredited institution with a Bachelor’s degree in Healthcare

Administration or a similar field. A Master’s degree is preferred.

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

C. Any Provider(s) who fail to meet the minimum qualifications shall not be permitted to perform service.

The Home’s Contract Manager, or designee, shall state in writing the reason(s) the Provider does not meet the minimum.

2. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

Prior to providing services as outlined in this Agreement, Contractor shall:

A. Ensure that each Provider possesses and maintains all current and valid California State-issued licenses, permits, and certifications throughout the term of this Agreement.

B. Ensure that each Provider must have a current and valid license issued by the California Department of Public Health (CDPH) in order to practice as a Licensed Nursing Home Administrator (LNHA) in the State of California.

C. Provide copies of any required license(s), permits, and/or certification(s) for each Provider to the Home’s

Contract Manager, or designee, to be kept on file at the Home throughout the term of this Agreement.

Contractor shall ensure that all required licenses, permits, certifications, and any other requirements outlined herein are current and in effect at all times during the term of this Agreement.

D. Provide current/renewed license(s), permit(s), and/or certification(s) to CalVet not less than thirty (30) calendar days prior to their expiration. If, during the course of this Agreement, any of the licenses and/or requirements are found to be inactive or not in compliance, CalVet may withhold payment for services rendered during the expiration period and/or immediately terminate this Agreement.

E. 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 CalVet, and that all licenses are active and void of misconduct. CalVet may, at its discretion, verify the current status of the Provider(s) assigned.

F. Maintain current Cardiopulmonary Resuscitation (CPR) and Basic Life Support (BLS) certification for each Provider at the Contractor’s expense.

3. PROVIDER’S RESPONSIBILITIES

Under the direction of the Home’s Administrator, CalVet Contract Manager, or designee, Provider shall provide services as permitted within the scope of practice of an SNF Administrator in accordance with CalVet/Home policies and procedures.

A. Duties/Responsibilities shall include, but are not limited to:

i. Meet regulatory requirements and compliance standards for securing and/or maintaining the licensure of the SNF.

ii. Provide functional supervision and ensure, through delegated authority, that the SNF and

Intermediate Care Facility (ICF) continuously meet all regulatory requirements and are properly and adequately prepared for certification and licensure surveys.

iii. Participate in the decision-making structure of the facility and represent the SNF with his/her administrative team.

iv. Monitor the SNF budget allocations to ensure proper spending control.

v. Participate in all required committees per 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.

vi. Support the use of technology and information systems to improve the efficiency of the SNF.

vii. Participate in policy and procedure reviews for the SNF and provide recommendations. Provider shall also develop and teach in-service programs as needed and will participate in Mock Survey/Survey Preparation/Pre-Licensing/Pre-Certifications for the Home.

viii. Develop and implement Plans of Corrections and ensure standard monitors are established.

ix. Discuss findings and recommendations with the licensed nursing personnel, and with the attending physician or the assigned social worker at the Home as available.

x. Participate in the development and implementation of policies and procedures to ensure that safe, efficient, high-quality service is provided. Provider shall act as liaison with the Regional Office to ensure accurate reporting takes place and company standards are met.

xi. Review and act upon the reports of authorized inspecting agencies.

xii. Conduct performance appraisals for all department managers and ensure goals are developed, documented, and reviewed for the Home and each department. Provider shall organize the functions of the facility through appropriate departmentalization and delegation.

xiii. Comply with all federal and state laws regarding resident privacy protection and confidentiality.

Provider shall comply with the Federal Health Insurance Portability and Accountability Act (HIPAA), the Home’s compliance plan, as well as state and federal requirements for privacy protection.

Provider shall follow the Home’s procedure(s) in compliance with HIPAA for protection of the resident’s privacy. Failure to comply with confidentiality and privacy protection requirements will result in immediate termination of this Agreement.

xiv. Oversee daily operations of entire SNF and ICF units, including the ambulatory care clinic and dental clinic.

xv. Responsible for the delivery of medical and dental services.

xvi. Responsible for investigation reports, Plan of Corrections (POCs), and weekly reports in preparation for video teleconferencing with Headquarters.

xvii. Prepare the facility for annual certification surveys.

xviii. Work on special projects as assigned.

B. Work Schedule Requirement:

i. Must be at the Home an average of forty (40) hours each week during normal business hours of

Monday through Friday, 8:00 a.m. to 5:00 p.m.

ii. Must be available at all times by phone (24 hours, 7 days a week).

iii. Must be able to be on site at the Home within four (4) hours of notification from Monday morning at

6:00 a.m. until Friday evening at 6:00 p.m.

iv. Shall notify the CalVet Contract Manager at least one (1) week in advance of known dates of absence.

v. Shall notify CalVet Contract Manager as soon as reasonably possible in the event of an unexpected absence and provide the anticipated date of return.

C. Shall wear an identification badge which includes the name of the Contractor, the Provider’s name, and a photo ID. This badge shall be worn at all times while on the grounds of the Veterans’ Home.

D. Shall comply with the Home’s parking, sign-in policy, dress code, and grooming requirements.

E. Shall comply with the Home’s professional code of conduct at all times.

F. Shall ensure resident medical record information is maintained as “CONFIDENTIAL” and shall be held in trust and confidence. Information shall be used only for the purposes contemplated under this contract.

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 – Barstow Attn: TBD 100 East Veterans Parkway Barstow, CA 92311

B. Budget Contingency Clause

1. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further form and effect. In this event, the State shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement, and Contractor shall not be obligated to perform any provisions of this Agreement.

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

C. Prompt Payment Clause

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

2. SPECIAL BUDGET DETAIL AND PAYMENT PROVISIONS

Submissions of Invoices/Claims

A. All invoices/claims must be completed thoroughly and legibly, with all applicable fields completed.

Invoices/claims that are submitted to the appropriate location but have been altered, 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) 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. The 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)

California Department of Veterans Affairs Agreement Number 25BS0010 Exhibit B-1, Rate Sheet TBD

RATE SHEET

The Contractor must be able to provide the services listed below. Subcontractors may be used to comply with this requirement. Subcontractor Agreements may be used to comply with this requirement. Subcontractor(s) information must be identified on the 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 Hourly Rate Skilled Nursing Facility Administrator

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. SUBSTITUTION OF DVBEs

A. If applicable, 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.

9. 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.

10. 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. The additional insured endorsement must accompany the certificate of insurance.

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.

11. 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.

12. 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.

13. 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.

14. 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 02/2025), 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.

15. 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.

16. 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.

17. 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.