25CRB005_-_Exhibits_A-E.pdf

California Department of Veterans Affairs Agreement Number: 25CRB005 Exhibit A - Scope of Work TBD

TEMPORARY/RELIEF PHYSICAL THERAPY SERVICES

1. INTRODUCTION

A. Contractor shall provide temporary/relief services, on an as-needed basis, to the California Department of Veterans Affairs (CalVet). 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, CA 92311. Contractor shall provide all labor, materials, staff, transportation, license, 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, 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. Contractor agrees that all Providers will be required to render health services as stated below and as required by law on an as needed basis. Providers will perform services in accordance with federal and state laws and regulations and CalVet policies and procedures and shall at all times comply with universal safety precautions and maintain CalVet security measures and a safe work environment.

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

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

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

Agreement until written approval has been obtained from CalVet Contract Manager, or Designee, and the Contractor has received a copy of an executed contract from CalVet. For purposes of this Agreement, the State designee must be a civil service employee. Any delivery or performance of service commenced prior to the Contractor obtaining all written approvals shall be considered voluntary on the part of the Contractor.

2. CONTRACTOR’S RESPONSIBILITIES

A. Services and all requirements as stated below and as required by law shall be provided by the Contractor for the contracted services, at the request of the CalVet Contract Manager, or designee. The services shall include, but are not limited to the following:

1. Contractor must have a minimum number of Providers to adequately provide services who meet the requirements specified in Exhibit A–1, Service Specifications. Contractor must provide the State with proof of any required training, licenses, permits, certifications and any other required documents as stated below and as required by law, for each of the Providers providing services under this Agreement. Services will be performed only by Providers who meet the requirements outlined in this Agreement.

2. The CalVet Contract Manager, or designee, shall approve in advance all required Providers assigned to the Agreement. If any Provider of the Contractor is unable to perform due to illness, resignation, or factors beyond the Contractor’s control, the Contractor shall immediately submit qualifications of proposed substitute Provider to the Home for approval. Failure to do so may be cause for termination of this Agreement. The Home shall be notified of any additions or corrections to the Contractor’s list of prospective Providers at least five (5) working days before the Provider’s start date.

3. The Contractor shall ensure each Provider has an identification badge which includes the name of the Provider, Name of the Contractor (if different), and a photo identification. The badge shall be worn by the Provider at all times while at the Home.

B. Reports

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

3. PROVIDER’S QUALIFICATIONS

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

4. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

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

5. REQUEST FOR SERVICES

A. Services may be provided seven days a week, 08:00 to 17:00, on an as-needed basis, in accordance with CalVet policies and procedures, to ensure the best quality of treatment to meet the needs of residents at the Home. However, most services will be provided Monday through Friday.

B. Contractor shall have a telephone number and a contact person available by telephone Monday through

Friday, 08:00 to 17:00, except major holidays (January 1, Memorial Day, July 4, Labor Day, Thanksgiving Day, and Christmas) for the duration of the contract. The initial contact will be by telephone; however, CalVet will make every attempt to follow-up with an e-mail.

C. The State reserves the right to award multiple Agreements for back-up purposes. When services are needed, the Rank 1 Contractor must be contacted before a Home is authorized to contact the Rank 2 Contractor, in order for the Home to meet its Temporary/Relief Provider needs; CalVet reserves the right to accept a response from a lower ranked Contractor after the response time has elapsed.

6. RESPONDING TO A REQUEST FOR SERVICES

A. The Contractor shall respond to a request for services within two (2) hour response time unless otherwise stated by the Home. CalVet may extend the response time at the discretion of the Calvet Contract Manager, or designee, dependent upon the urgency of the request for services. The response time shall be included on the request for service. The Contractor shall respond to the Home’s request for services within the stated response time AND submit the following documents:

1. Provider’s current Resume/Curriculum Vitae, which shall include the following information:

a. All education including name and location of university or college, business, correspondence, trade, or service school; course of study; units completed (semester/quarter); diploma, degree or certificate obtained; and date completed;

b. All relevant work history including classification/job title, job duties performed, “to and from” dates

(month and year), and any other information necessary to determine qualifications of Providers;

c. Name of organization for which work was performed;

d. Supervisor name and contact information for each job;

e. If the applicant has provided services to CalVet previously, the Provider must include the name of the specific Home, to and from dates of service, and immediate supervisor’s full name and telephone number; and

Note: Contact information shall be current and have a valid telephone number and/or e-mail address.

2. Copies of any current and valid license(s), permits, and/or certification(s) as stated and as required by law. (Refer to Exhibit A-1, Service Specifications, for requirements.)

B. Responses to phone and e-mail inquiries without the requested documents may be deemed as non-responsive and the next ranked Contractor will be contacted.

7. CREDENTIAL VERIFICATION

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

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

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

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

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

8. SCHEDULING

A. Contractor and Provider shall ensure that all ordered services have prior authorization in accordance with the Home and are mutually agreed upon between the CalVet Contract Manager, or designee, and the Contractor.

B. At the time of scheduling, CalVet shall provide the Contractor with an estimated period of time the Home anticipates the need for contracted services. This will be a good faith estimate based on the circumstances known to CalVet at the time of the request. It is not a guarantee of business, and is subject to change depending on CalVet’s ability to fill staff vacancies and/or the return to work of CalVet staff from long-term leave, and fluctuations in the Resident population. However, CalVet shall endeavor to provide five (5) working day notice prior to cancellation of Provider’s assignment.

C. Contractor shall provide services to Home within twenty-four (24) hours notification by CalVet or as mutually agreed upon between the Home Contract Manager or designee and Contractor. Requests for services shall be for a minimum of four (4) hours. When requesting services, CalVet shall inform the Contractor of 1) the duration of services, 2) the number of staff required, and 3) the length of each shift assignment (4, 8 or 10 hours). If the duration of services must be extended, CalVet shall make every attempt to notify the Contractor not less than twenty-four (24) hours before the end of the current service period. The CalVet Contract Manager, or designee, shall document the request in writing.

D. Providers shall report for beginnings/endings of shifts in accordance with the policies and procedures of the requesting Home.

9. PROVIDER’S RESPONSIBILITIES

Please refer to Exhibit A–1, Service Specifications, for details.

10. CANCELLATION

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

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

11. INDEPENDENT CONTRACTOR STATUS

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

1. Premium Pay, Overtime Pay, or Holiday Pay

2. Medical Insurance

3. Vacation or Sick Leave

4. Worker’s Compensation

5. Other employee benefits

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

12. ORIENTATION/TRAINING

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

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

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

13. HEALTH CLEARANCE

A. Contractor shall comply with the Home’s infection control policies and procedures. Initial and annual health clearance to include tuberculosis (TB) screening and Hepatitis B vaccine series offer (initial only) is required by Home policy of all state employees, contract 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 TB questionnaire. Annual TB screening may include, but not be limited to, 1-step TST/PPD testing and/or X-ray, and TB questionnaire. The health clearance process must be completed prior to initiation of services or Provider assignment, and within the required timeframe stipulated by the Home for the annual requirement.

C. Pre-employment/pre-assignment and annual health screening performed for Contractor or Contractor’s

Provider will be at the Contractor’s expense.

D. All Providers must show proof of receiving an annual vaccination for influenza (flu). If 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. 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 guideline 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 a medical clearance is provided to the Home’s Infection Control Specialist, CalVet Contract Manager, or designee.

14. BACKGROUND CLEARANCE

A. Background clearance involving fingerprinting is required by 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. Contractor shall coordinate with the Home's Personnel Office to arrange Live-Scan services. At a minimum, 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.

15. FAILURE TO PERFORM

A. CalVet shall routinely evaluate the work performance of the Contractor and/or Provider to determine if CalVet standards and Departmental/Home policies and procedures are being maintained. Any Contractor, and/or Provider who fail to perform or who are physically or mentally incapable of performing the required duties of this Agreement shall not be permitted to perform service.

B. Failure to provide services on three (3) or more occasions may result in termination of the Agreement or the Home not having to contact Contractor prior to contacting the other Contractors for the duration of the Agreement term.

C. The Home’s Contract Manager, or designee, shall state in writing the reasons the Contractor and/or

Provider did not meet the required policies or standards and submit a copy to the Contractor and to the Contract file. CalVet shall not pay Contractor for any services performed by Contractor and/or Provider which are deemed unacceptable in accordance with the required services contemplated by this Agreement.

16. TRANSITION OF SERVICES

In the event the Contractor has an Agreement from a prior bid for the same services in this Agreement, the State shall pay for services using rate(s) in the prior Agreement for the period of time up to and including the term end date of that Agreement.

The transition period is defined as the time when the new Agreement(s) with new Contractor(s) are approved by the DGS/Office of Legal Services (DGS/OLS), and the Home(s) must begin transition activities such as canvassing the new Contractors and providing Orientation Training, Credential Requirements, Background, or Health Clearances to the new Contractor’s Providers to ensure there is not a break in services. During the transition period Providers working from prior Agreements may continue to provide services based on the Home(s) needs up to the expiration/termination date of the prior Agreements.

17. CONTACT INFORMATION

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

1. CalVet Representative/Contract Manager:

TBD

2. Contractor Representative:

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.

California Department of Veterans Affairs Contract Number: 25CRB005 Exhibit A-1 - Service Specifications TBD

1. PROVIDER’S QUALIFICATIONS

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

1. Physical Therapist – Experienced

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

b. Education: Graduation from an approved Physical Therapy program accredited by the

Commission on Accreditation in Physical Therapy Education (CAPTE).

2. Physical Therapist – Entry Level

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

b. Education: Graduation from an approved Physical Therapy program accredited by the

3. Physical Therapist Assistant – Experienced:

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

b. Education: Graduation from an approved Physical Therapy Assistant program accredited by the

Commission on Accreditation in Physical Therapy Education (CAPTE).

4. Physical Therapist Assistant – Entry Level

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

b. Education: Graduation from an approved Physical Therapy Assistant program accredited by the

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

C. Any Provider(s) who fails 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 minimum qualifications. After notification of failure to meet minimum qualifications has been provided, CalVet shall not pay the Contractor for additional hours worked by the Provider identified as not meeting the minimum qualifications.

D. Contractor must provide resumes of all the Providers.

2. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

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

A. Ensure that each Provider possess and maintain all current and valid licenses, permits, and certifications throughout the term of this Agreement for each classification noted below:

1. Physical Therapist – Experienced and Entry Level:

A current and valid license issued by the Federation of State Boards of Physical Therapy (FSBPT), and a current and valid license issued by the Physical Therapy Board of California (PTBC) in order to practice Physical Therapy in the State of California.

2. Physical Therapist Assistant – Experienced and Entry Level:

A current and valid license issued by the Federation of State Boards of Physical Therapy (FSBPT), and a current and valid license issued by the Physical Therapy Board of California (PTBC) in order to perform services in the State of California.

B. 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.

C. 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.

D. 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 Provider(s) assigned.

E. Maintain current Cardiopulmonary Resuscitation (CPR) and Basic Life Support (BLS) certification for each

Provider at Contractor’s expense.

3. PROVIDER’S RESPONSIBILITIES

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

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

1. Physical Therapist – Experienced and Entry Level:

a. Perform care consistent with the scope of licensure and in accordance with the CalVet Home policies and procedures and consistent with generally accepted Physical Therapy practices. Care provided must be sufficiently complex and consistent with the unique skills of a physical therapist.

b. Provide Physical Therapy services pursuant to a consultation prescribed by the resident’s physician.

c. Provide an initial assessment/evaluation on each referral, which includes nature and extent of impairment, develop a treatment plan consistent with those findings, and be responsible for communicating the treatment plan to the Resident and any relevant medical personnel.

d. Complete reports or assessments/evaluations and progress notes utilizing CalVet approved documentation forms in the Resident’s chart.

e. Maintain documentation on all residents referred for services. Records are to be kept in accordance with CalVet Home policies, Department of Public Health, USDVA, and Medicare Standards.

f. Participate in staff meetings and conferences according to the Home’s resident care policies to care policies, treatment plans, and common resident treatment problems and/or issues.

g. Attend inter-disciplinary team meetings.

h. Instruct Physical Therapy Assistants.

i. Provide in-services information to appropriate staff and family members.

j. Participate in appropriate in-service educational training programs.

k. Participate in departmental special assignments pertaining to therapy services.

l. Complete all tasks within established timelines provided by the Home.

2. Physical Therapy Assistant (Experienced and Entry Level):

a. Perform care consistent with the scope of licensure and in accordance with the CalVet Home policies and procedures and consistent with generally accepted Physical Therapy practices.

b. Provide direct patient care services under the direction of a Physical Therapist.

c. Assist the Physical Therapist in performing assessments and complex treatment procedures.

d. Complete reports or assessments/evaluations and progress notes utilizing CalVet approved documentation forms in the Resident’s chart.

e. Maintain documentation on all residents referred for services. Records are to be kept in accordance with CalVet Home policies, Department of Public Health, USDVA, and Medicare Standards.

f. Participate in staff meetings and conferences according to the Home’s resident care policies to care policies, treatment plans, and common resident treatment problems and/or issues.

g. Attend inter-disciplinary team meetings.

h. Provide in-services information to appropriate staff and family members.

i. Participate in appropriate in-service educational training programs

j. Participate in departmental special assignments pertaining to therapy services.

k. Complete all tasks within established timelines provided by the Home.

B. Provider 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 grounds of the Veteran’s Home.

C. Provider 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.

D. Provider shall obtain the approval and authorization from the primary care physician through the CalVet

Contract Manager, or designee, prior to referring resident to other health care/medical vendors/contractors. Referral shall be made only to those health care/medical vendors/contractors set forth on the Home’s health care/medical vendor/contract list.

E. Prior Authorization Documentation shall include, but is not limited to the following:

1. Veterans Home rehabilitation referral process.

2. Resident progress notes/summary pertinent to reason for referral.

F. Equipment and/or supplies owned or customarily stocked by the Home and which are necessary for therapeutic services many be used by the Provider. If the lack of equipment and/or supplies creates a limitation to services requested, the Provider shall make a recommendation to the CalVet Contract Manager, or designee, identifying equipment or supplies necessary for treatment. The Provider will not procure equipment or supplies and expect reimbursement from the Home/CalVet.

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

B. Budget Contingency Clause

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

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

C. Prompt Payment Clause

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

2. SPECIAL BUDGET DETAIL AND PAYMENT PROVISIONS

Submissions of Invoices/Claims

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

Invoices/claims that are submitted to the appropriate location but have been altered, or are inaccurate, or do not provide all necessary information will not be accepted and will be returned to the Contractor for correction.

B. Any changes to this provision relating to the invoice/claim submittal process, including but not limited to an address, form, or process change, shall be an administrative change managed through the appropriate designated CalVet office and shall not require a contract amendment.

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

Invoices/claims submitted shall include the following information in order to be considered complete and acceptable for processing, or the invoice/claim will be returned:

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

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

3) Date of invoice/claim

4) Invoice/claim number

5) CalVet location where services were performed

Exhibit B - Budget Detail and Payment Provisions TBD

6) Contract/Agreement Number

7) Date(s) of Service

8) Total dollar amount being billed

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

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

11) 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

The Contractor must be able to provide services listed below. 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 Hourly Rates Physical Therapist

Physical Therapist Assistant

The state reserves the option to accept providers with less than 12 months experience, as defined in Exhibit A-1, Services Specifications, Section 1.A. The state shall pay for such providers at the rates indicated above, less 5%.

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…