25CS0009_Exhibits.pdf

California Department of Veterans Affairs Agreement Number: 25CS0009 Exhibit A - Scope of Work TBD

PEST CONTROL SERVICES

1. INTRODUCTION/SERVICES

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

The Contractor shall provide services at the Veterans Home, (Home), located at Veterans Home – Chula Vista located at 700 East Naples Court, Chula Vista, CA 91911. The Contractor shall provide all labor, materials, staff, transportation, license, permits and every other item of expense necessary, unless otherwise stated, to provide pest control services. Services shall be provided at the Home, upon request and in compliance with terms of this Agreement.

B. All work shall be coordinated and approved by Contract Manager or designated representative. Services shall be performed during standard business hours 8:00 a.m. to 4:00 p.m., Monday through Friday unless otherwise specified. No work is to be performed on State holidays or on an overtime basis unless prior approval is received in writing from the Contract Manager, prior to this work taking place. Any and all services performed outside the scope of this Agreement or not approved by the Contract Manager, or designated representative, will be at the sole risk and expense of the Contractor.

C. The Contractor must be able to perform the tasks associated with providing services under the scope of their license. Contractor will provide services in accordance with federal and state laws and regulations and CalVet policies.

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

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

2. MINIMUM QUALIFICATIONS

All service performed under this Agreement shall be performed by qualified service technicians in the employ or under the direction of the Contractor.

Contractor or Contractor personnel must be authorized to provide pest control services in the State of California in accordance with California Business and Professions Code Section 8560, et seq., and must be appropriately certified by the California Department of Consumer Affairs Structural Pest Control Board. A copy of the certification must be submitted to CalVet prior to commencement of services and remain valid throughout the term of the Agreement.

Contractor must have fully trained technicians and dispense environmentally friendly products in accordance to governing local, stand and federal laws.

Contractor, Site Supervisor and Technicians must have at least three (3) years of experience in Commercial Pest Control Services. Resumes, training certificate and references shall be provided upon the start of the contract. The Contractor shall designate a Site Supervisor and provide the full contact information in writing to the CalVet Contract Manager prior to starting services.

The Site Supervisor shall be licensed, qualified, responsible and knowledgeable person designated by the Contractor with authority to act for the Contractor on a day-to-day basis at the work site.

Contractor shall use the same technician(s) throughout the contract period, and have a fully trained back-up technician(s) who can fill in. The back-up technician shall become familiar with the facility by working with the regular technician for orientation. Should the regular technician leave the Contractor’s employment, the back-up technician will become the regular technician and a new back-up technician will be trained as specified.

The cost for training the back-up technician shall be the responsibility of the Contractor.

3. CONTRACTOR’S RESPONSIBILITIES

The Contractor shall provide the following services:

A. ROUTINE SERVICES:

1. The Contractor shall attend a site orientation at the start of the Agreement at a date and time mutually agreed upon by the CalVet Contract Manager and Contractor.

2. The Contractor shall control vertebrate and invertebrate pests including but not limited to: rats, mice, ants, fleas, cockroaches, ticks, silverfish, firebrats, mites, bees, wasps, earwigs, spiders, flies, snails, slugs, mosquitoes and stored-product pests. This includes perimeter spraying, bating, pest monitoring and the mechanical removal of spider webs and wasp nests where practical. Contractor will also provide reports, logs, traps, baits and sprays to control bees, wasps and yellow jackets as need throughout CalVet or as directed by the CalVet Contract Manager.

3. The Contractor shall provide services on a weekly basis throughout the term of the Agreement. If a scheduled pest control day falls on a holiday, the Contractor must reschedule the service immediately with the CalVet Contract Manager. Regularly scheduled service days may be changed upon mutual agreement by both parties with forty-eight (48) hours advance notification.

4. The Contractor shall walk the entire property and pick up all snails and slugs from tree trunks, walls, light posts, flower gardens, fences and irrigation sprinklers. The Contractor shall dispose of all snails and slugs.

5. The Contractor shall use baits; bait stations traps and monitoring devices to control pests in the interior of all CalVet’s buildings. Crack and crevice spraying, fogging or other types of spray applications are not permitted inside CalVet buildings without the written permission of the Contract Manager.

6. The Contractor shall select and apply chemicals used in pest control according to the best and latest technology of the pest control industry. Chemicals used shall be of the lowest possible toxicity capable of keeping pest populations at acceptable levels. Chemicals shall be applied by well-trained licensed personnel, strictly in accordance with label requirements.

7. The Contractor shall not use insecticide, rodenticide or chemicals for which there are no recognized and known antidotes.

8. The Contractor shall not use any lethal gas.

9. The Contractor shall use point source applicator’s for dispensing insect growth regulators and baits and traps in all food service or food processing areas.

10. The Contractor shall use Exhibit A-1 Building Site Map as a basis to apply pest control chemicals/products to Home locations as follows:

A. Exterior locations, including but not limited to all structures, walls, sidewalks, parking lots and flower beds at buildings A, B, C, D, E and F with a chemical safe to plants, birds, fish and humans.

In addition, the Contractor shall document all exterior rodent trap applications on Exhibit A-2 Rodent Station Log for the Term of the Agreement.

B. Interior locations of all areas within the structures of the facility with products safe for birds, fish and humans.

11. The Contractor shall provide, place and maintain throughout the term of this Agreement, a minimum of sixty (60) rodent stations outside and around the perimeter of CalVet buildings. The Contractor shall place all rodent station and number each station on a copy of Exhibit A-1, Building Site Map, no later than the second week after the start of this Agreement. Rodent stations must be visibly labeled with numbers that correspond to the locations on the rodent and bait stations map and dated with the date the stations were set out. Contractor shall check each rodent station for pest activity every week during the term of this Agreement. Rodent stations must be tamper-resistant, rat size, commercial grade molded black plastic capable of being fitted in corners and flush against walls. The Contractor shall complete a rodent station log sheet (Exhibit A-2) upon placing the rodent stations. The Contractor shall continue to update the rodent stations log sheet every week after each station is checked. The Contractor shall remove all rodent stations from CalVet during the last week of this Agreement.

12. Contractor shall control mice and rats inside buildings using live traps, snap traps, glue boards or bait stations. Contractor shall set out the location of live traps, glue boards, snap traps and bait stations on a copy of Exhibit A-1, Building Site Map (Building A, B, C, D, E and F). Bait stations and glue boards shall not be used in patient treatment or living areas except when authorized by the Contract Manager. Contractor shall place a date on all glue boards at time of installation. The trap and board map shall be dated and placed in the pest control binder in Plant Operations on the same day the live traps, snap traps, glue boards or bait stations were placed or removed. Contractor shall check the live traps, glue boards, snap traps and bait stations on each service day until removed. Contractor shall remove all rodent stations from CalVet during the last week of this Agreement.

13. The Contractor shall apply Termidor-brand barrier or equivalent to the exterior of all CalVet’s buildings with maximum amount allowed by manufacturer’s label.

14. The Contractor shall not require residents or staff to vacate rooms, offices or buildings for pest control services unless necessary to control or eradicate pests. In the event that residents and staff shall vacate rooms, offices or buildings, the Contractor shall notify and obtain approval from the Contract Manager at least one week in advance. The Contractor shall advise the Contract Manager of the area affected, length of time the area will be restricted, the reason for the evacuation and why options other than evacuation are not advised.

15. The Contractor shall treat in the main kitchen areas for fruit flies when notified by Contract Manager of the need. The date will be mutually agreed upon by both parties. The treatment cannot start before 8:00pm and must be completed before 2:00am. Once the Contractor is notified of the need, the service must be completed within fourteen (14) days.

16. During each weekly service, the Contractor is expected to spend a minimum of four (4) hours performing the duties related to pest control services.

17. The Contractor shall sign-in and sign-out with Security on each scheduled service day.

18. The Contractor shall, prior to beginning the scheduled services, check with the Contract Manager in Plant Operations to obtain information about current pest control problems for that day.

B. EMERGENCY SERVICE CALLS

Emergency services shall be provided by the Contractor as requested by the Contract Manager. The Contractor shall respond to an emergency call within eight (8) hours of request.

4. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

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

The Contractor shall possess a valid Structural Pest Control Board registration issued by the Department of

Consumer Affairs.

The Contractor shall possess a valid Qualified Applicator License issued by the Department of Pesticide Regulations.

5. INTEGRATED PEST MANAGEMENT PLAN (IPMP)

1. The Contractor shall accomplish a thorough inspection of all CalVet buildings before initiating pest control services. This inspection shall be completed during the first week of the contract period. This inspection shall form the basis from which the Contractor shall prepare a written comprehensive IPMP.

2. The Contractor shall provide the IPMP for pest control to the CalVet Contract Manager for approval and follow the plan throughout the term of this agreement.

3. The Contractor shall maintain the IPMP in a 3-ring IPMP binder at the Home’s Plant Operations Office.

4. The Contractor shall provide an updated IPMP two (2) times a year, once on the first service day in January and once on the first service day in June of each year, during the term of this Agreement. The purpose of the updated IPMP is to plan and evaluate the differences in services between the summer months and winter months.

5. The Contractor shall include the following information in the IPMP:

A. Pest management philosophy.

B. Specific objectives for meeting the goals of the pest management philosophy in relation to CalVet.

C. The identification and location of pest populations observed while on site. Pests must be identified by genus, species, variety and common name.

D. Levels of pest infestations and methods for monitoring future levels of infestation.

E. Methods of control for pests to include types and amounts of baits, traps, chemicals or mitigating measure and their frequencies of application or use and methods to eliminate pests.

F. Methods for evaluating the effectiveness of the IPMP. The Contract Manager shall evaluate the effectiveness of the IPMP as needed.

6. DOCUMENTATION REQUIREMENTS

The Contractor shall on each scheduled service day, pick up work orders in Plant Operations. Work orders are defined as additional services not included in the regularly scheduled service day. Contractor shall complete the work indicated on the work orders prior to completing the regularly scheduled services.

The Contractor shall, at the end of each designated service day, return to Plant Operations and leave the completed work orders, reports, maps, log sheets and service records with the Plant Operations Office Technician.

The Contractor shall provide CalVet with a Safety Data Sheet (SDS) binder and specimen labels for all chemicals used at CalVet. The SDS binders shall include a table of contents with chemicals listed in alphabetical order by trade name. Contractor shall provide and update SDS labels whenever chemicals are added or deleted from use. All SDS and labels must be original printing or legible reproductions.

Contractor shall provide all SDS and labels used at CalVet no later than seven (7) days after contract has been executed and services begin.

The Contractor shall provide a weekly report, upon completion of services provided to the Plant Operations Office Technician. The report shall include the following:

A. A list of the buildings or areas treated B. Amounts of chemicals used in and around each of the buildings or areas.

C. Any other mitigating steps taken to reduce pests.

D. Maps of any traps, bait boxes, sprays, baits, bait stations, monitoring stations, or any other materials or devices used.

E. An overall evaluation of the pest control efforts that include a detailed listing of problems that are recommended to be addressed by CalVet.

7. WORK AREA

While working on equipment, the Contractor agrees to perform services with as little disruption to the State’s operations as possible.

8. WORKMANSHIP

All work provided by the Contractor shall conform to the latest requirements of Federal, State, City and County regulations. This includes but is not limited to Titles 17, 19 and 22 of the California Code of Regulations.

Contractor is responsible for compliance with all applicable laws, codes, rules and regulations on connection with work performed under this Agreement. Any services performed by the Contractor will be inspected by the State after completion. The State is solely responsible for determining acceptability of the work performed and the operability of the equipment.

9. INDEPENDENT CONTRACTOR STATUS

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

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

2. Medical Insurance,

3. Vacation or Sick Leave,

4. Worker’s Compensation, and

5. Other employee benefits.

10. CONTACT INFORMATION

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

1. CalVet Representative/Contract Manager:

Chula Vista California Veterans Home Attn: TBD 700 East Naples Court Chula Vista CA 91911 Phone: TBD Email: TBD

2. Contractor Representative:

TBD

Attn: TBD Address 1: TBD Address 2: TBD Phone: TBD Email: TBD

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 Agreement 25CS0009 Exhibit A-1 – Building Site Map TBD

EXHIBIT A-1, BUILDING SITE MAP

California Department of Vetrans Affairs Exhhbit A-2 Rodent Station Log

Agreement 25CS0009

TBD

Rodent Trap No.

Date Set Out

Date Checked

Amount (%) of Bait Consumed

Amount of Bait Added

Date Removed

Rodent Trap No.

Date Set Out

Date Checked

Amount (%) of Bait Consumed

Amount of Bait Added

Date Removed

1 36 2 37 3 38 4 39 5 40 6 41 7 42 8 43 9 44

10 45 11 46 12 47 13 48 14 49 15 50 16 51 17 52 18 53 19 54 20 55 21 56 22 57 23 58 24 59 25 60 26 61 27 62 28 63 29 64 30 65 31 66 32 67 33 68 34 69 35 70

Print Name: __________________________________________ Signature:_____________________________________________

Month/Year: ____________________

Comments:

Est. 4-2012 Page 1 of 1

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 – TBD Attn: TBD 700 East Naples Court Chula Vista, CA 91911

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

Exhibit B - Budget Detail and Payment Provisions TBD

4) Invoice/claim number

5) CalVet location where services were performed

6) Contract/Agreement Number

7) Date(s) of Service

8) Total dollar amount being billed

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

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

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

3. CONTRACTOR OVERPAYMENTS

A. If the State determines that an overpayment has been made to the Contractor, the State will seek recovery immediately upon discovery of the overpayment by: (a) calling the Contractor’s accounting office to request a refund of the overpayment amount, or (b) offsetting subsequent Contractor payments by the amount of the overpayment if Contractor repayment or credit is not received within thirty (30) days from the date of notice.

B. If Contractor discovers it has received an overpayment, Contractor must notify the State and refund the overpayment immediately.

4. DVBE Withhold

For contracts with DVBE subcontractors pursuant to Mil. & Vet. Code Section 999.7, ten thousand dollars ($10,000) will be withheld from the final payment, or the full final payment if less than ten thousand dollars ($10,000), until the prime contractor complies with the certification requirements of subdivision (d) of Mil. & Vet. Code Section 999.5. Prime contractor shall be given 30 days’ notice to cure the defect. If, after 30 calendar days from the date of notice, the prime contractor refuses to comply with the certification requirements, CalVet shall permanently deduct ten thousand dollars ($10,000) from the final payment, or the full payment if less than ten thousand dollars ($10,000).

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

Exhibit B-1, Rate Sheet TBD

RATE SHEET

The Contractor must be able to provide 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 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 Cost Per Service

All-inclusive Weekly Pest Control Services; includes all labor, tools, equipment and material.

$TBD

All-inclusive application of Termidor Barrier to all exterior buildings;

includes all labor, tools, equipment and material.

$TBD

All-inclusive Fruit Fly Treatment; includes all labor, tools, equipment and material.

$TBD

Description of Service Hourly Rate

Emergency Service Calls - Normal business hours (Monday to Friday 8:00am to 4:00pm).

$TBD

Emergency Service Calls - After business hours (Monday to Friday 4:01pm to 7:59am including weekends and holidays).

$TBD

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. 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.

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 04/2017), paragraphs 19.a and 19.b. may deem the Contractor to be non-responsible and rejected from future bid and contract opportunities with the CalVet.

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. 1320d et seq.), and implementing regulations including but not limited to 45 Code of Federal Regulations parts 142, 160, 162, and 164, hereinafter referred to as the Privacy Rule, remain enforce and applicable for access to protected health information, including electronic protected health information.

18. Executive Order N-6-22 – Russia Sanctions

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law.