25FS0027_-_Exhibits_A-E.pdf

California Department of Veterans Affairs Agreement Number: 25FS0027 Exhibit A - Scope of Work TBD

BEAUTY AND BARBER SHOP SERVICES

1. INTRODUCTION/SERVICES

A. The Contractor shall provide Beauty and Barber Shop Services to the California Department of Veterans Affairs (CalVet) for the benefit and care of the Veterans Home Residents. The Contractor shall provide all labor, materials, staff, licenses, permits, and every other expense necessary to perform services, unless otherwise stated. Services shall be provided at the Veterans Home of California - Fresno, located at 2811 West California Avenue, Fresno, CA 93706.

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

C. Any and all services performed outside the scope of this Agreement will be at the sole risk and expense of the Contractor.

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 or Designee, and the Contractor has received a copy of 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 services performed under this Agreement shall be performed by properly licensed barbers and beauty technicians employed by or under the direction of the Contractor.

3. CONTRACTOR’S RESPONSIBILITIES

The Contractor shall provide the following services:

A. The Contractor shall provide routine hair care services as listed on the attached fee schedule to Medicare and Medi-Cal eligible Skilled Nursing Facility (SNF) residents at the Home in accordance with Medicare and Medi-Cal requirements (OBRA F Tag 162), billable to the Home in accordance with Exhibit B-1.

Services shall include haircuts, perms, manicures (file and polish only), manicure (bedside, file and polish only), shampoo, shampoo and set, hair coloring, hair coloring temp rinse, bedside service, haircut and blow dry, beard/mustache trim, hair style or pick out, and blow dry and curl with electric iron.

B. The Contractor shall provide Barber & Beauty Shop Services within the designated Beauty/Barber Salon located in the Administration Building (Building A), Room 6a – 141 of the Veterans Home. Upon request, services may also be provided at the bedside in the Skilled Nursing Facility (SNF).

Salon operations shall be on a part-time basis, with service hours set at mutually agreed-upon days and times, such as approximately 9:00 a.m. to 2:00 p.m., two (2) days per week. State holidays are excluded from the schedule. Any modifications to the established schedule must be coordinated in advance with the Contract Manager. Additionally, the Contractor may accommodate appointments scheduled outside the standard hours, provided they are arranged in advance.

C. The Contractor shall promptly notify the Contract Manager and the Reception Desk via telephone in the event of lateness or an unexpected change to the day’s schedule. Frequent tardiness, unplanned schedule changes, or repeated failure to provide timely notification may result in a request for the assignment of a replacement employee or, if necessary, termination of the Agreement

D. The regular work schedule designating Beauty and Barber Shop operating hours shall be posted outside the salon and provided to the Reception Desk. Changes to the regular schedule shall be posted outside the salon and at the Reception Desk.

E. The Contractor shall be licensed by the State of California, Department of Consumer Affairs, Board of

Barbering & Cosmetology, to provide the required services to the Home at frequencies designated by the Contract Manager for compliance with Title 22, California Code of Regulations (22CCR), §72315 and California Health and Safety Code §208 and 1275. The license shall be posted in the location where work is being performed.

F. The Contractor shall meet or exceed infection control guidelines at all times during the contract period.

G. The Contractor shall communicate regularly with the Contract Manager regarding the scope and quality of work to be provided, changes in scheduling, and the status of the workload.

H. The Contractor shall track billable services on the form provided by the Home and shall maintain appropriate records of services provided on a daily basis, with signatures of residents or nursing staff for verification of actual services rendered. The completed form shall be submitted to the Contract Manager as a record of services provided when submitting a monthly invoice for payment.

I. When providing bedside services on the Skilled Nursing Units, Contractor shall report to the unit charge nurse prior to and upon completion of haircut and grooming service. In cases where personal protective equipment may be required, the charge nurse will describe proper protocols and issue appropriate personal protective equipment as needed.

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

4. EQUIPMENT AND SUPPLIES

The Home will provide Barber & Beauty Shop Service equipment in proper working condition in the salon prior to the start of the Agreement as listed in Exhibit A-1. Any equipment desired by the Contractor, not already provided by the Home, shall be recommended to the Contract Manager. The Home will make the determination as to whether to purchase any additional equipment.

All Barber and Beauty Shop Service equipment shall be kept clean and in good repair (free of breaks, corrosion, open seams, frayed electrical cords, cracked and chipped areas). Contractor shall notify the Contract Manager of any conditions that affect equipment performance on the same day the performance concerns or problems were identified.

The Contractor shall identify the need for major repairs or replacement of Barber & Beauty Service equipment immediately to the Contract Manager and the Chief of Plant Operations. Should the Chief of Plant Operations and the equipment vendor and/or Contractor agree that a malfunction is due to abuse, negligence, or misuse by the Contractor’s employee, the Contractor shall subject the employee to discipline, discharge, and/or other lawful action. Where the parties determine misuse or abuse due to negligence or willful intent, Contractor shall be responsible for the cost and payment of necessary equipment repairs or replacement with comparable or better equipment.

The Contractor and Contract Manager or designee shall take inventory of all Barber & Beauty Service equipment on hand as of the start date (Exhibit A–1). Such inventory shall be completed prior to the start of the contract and signed by both parties to acknowledge agreement. Both parties shall retain a signed copy of said inventory sheet. At the end of the contract period, Contractor and Contract Manager shall use the starting inventory sheet and take a closing inventory.

The Home will provide towels and a dirty linen container for the salon. The Contractor shall furnish all other personal tools and supplies required for the performance of the services as set forth in the Agreement. These items shall include, but are not limited to: Shampoo, Conditioner, Sterilizing solutions, Combs, Brushes, Scissors, Clippers, and Protective Drapes.

5. 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.

6. WORK AREA

The Contractor shall maintain areas and equipment in a clean and attractive appearance, arranging equipment and décor to achieve not only a pleasing and workable overall effect, but also one that will require minimum maintenance.

The Contractor will ensure that the work area is kept clean and free of debris, as necessary, to maintain a safe working environment for residents and staff. After each customer, the cut hair shall be removed from the floor.

Shop cases, cabinets, shelves, furniture, and fixtures shall be kept free of dust, dirt, and hair clippings. Chair arms, seat, and footrest shall be wiped after service to each customer. Shop tools shall be cleaned and sanitized after each customer use, with approved germicide and fungicide solutions. Clippers shall be sanitized with approved clipper spray after each use. A reserve supply of linen and other supplies shall be stored neatly in appropriate closed cabinets. Reading materials shall be replaced as soon as they become torn, smudged, or “dog-eared.” A towel that has been used by a customer shall not be reused until it has been laundered.

7. HEALTH CLEARANCE

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

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

B. Pre-employment/pre-assignment and annual health screening performed for Contractor or Contractor’s employee(s) will be at the Contractor’s expense. As part of compliance with OSHA Regulation 1910.1030

– Bloodborne Pathogens, the Home will extend the Hepatitis B vaccine series offer to requesting Contractor staff. The Home reserves the right to charge a per-individual charge consistent with community rates for health screening and vaccination services performed at the Home. Such charge(s) will be deducted from the Contractor’s invoice.

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

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

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

8. BACKGROUND CLEARANCE

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

A. The Home’s Personnel Office will coordinate employee fingerprinting at the local Live-Scan site. Live-scan is the only acceptable form of fingerprinting for the Home. The Home will bear the one-time cost of fingerprinting fees for the Contractor or Contractor’s employee(s) selected to perform services at the Home only when the Contractor or Contractor’s employee(s) utilize the Live-Scan site recognized by the Home.

B. In the event the prospective Contractor or Contractor’s employee(s) fail to appear for the Live-Scan fingerprinting within the prescribed period or appointment, the individual will not be considered for assignment at the Home.

C. Contractor shall be solely responsible for the cost when selecting an alternate Live-Scan site. The Home’s Personnel Office must receive the Live-Scan results prior to approving assignment to the Home.

9. FACILITY ORIENTATION

Upon assignment or initiation of services, Contractor shall coordinate with the Contract Manager for contract staff facility orientation to include, but not limited to, Building Safety, Resident Rights, Confidentiality, Privacy Protection, Discrimination, Harassment, and Zero Tolerance of Elder Abuse.

10. INDEPENDENT CONTRACTOR STATUS

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. Workers’ Compensation, and

5. Other employee benefits.

11. OTHER REQUIREMENTS

A. The Contractor and the Contractor’s staff shall wear identification supplied by the Contractor and the Home upon arrival at the Home. Contractor shall also comply with the Home’s parking, sign-in policy, and dress code requirements.

B. The Contractor shall comply with their professional code of conduct at all times.

12. CONTACT INFORMATION

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

1. CalVet Home Representative:

Veterans Home of California – Fresno

TBD

2811 West California Avenue Fresno, CA 93706 Phone:

Email:

2. Contractor Representative:

TBD

B. Project 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 Project Representative, including name, title, mailing address, phone/fax numbers, and email address.

Exhibit A-1 Equipment List TBD

VETERANS HOME OF CALIFORNIA – FRESNO

BARBER & BEAUTY SALON EQUIPMENT LIST

EQUIPMENT DESCRIPTION QUANTITY LOCATION CONDITION

E’Sy Power Shampoo Joy Chair 1 Barber Shop Good

Hi-Rise Swivel Recline Style Chair 2 Barber Shop Good

Waiting Chair 4 Barber Shop Good

Conair H75 Hair Dryer 1 Barber Shop Good

Libman Broom and Dust Pan 1 Barber Shop Good

Shampoo Sink 1 Barber Shop Good

Mirror, size 3 ft by 4 ft 2 Barber Shop Good

Wash Capes 2 Barber Shop Good

Dark Brown Towels 2 Barber Shop Good

Dark Brown Washcloths 3 Barber Shop Good

Tan Hand Towels 2 Barber Shop Good

12 Piece Comb Set 1 Barber Shop Good

Hand Mirror 1 Barber Shop Good

Portable Hair Dryer 1 Barber Shop Good

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 – Fresno Attn: TBD 2811 West Cesar Chavez Fresno, CA 95814

B. Budget Contingency Clause

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

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

C. Prompt Payment Clause

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

2. SPECIAL BUDGET DETAIL AND PAYMENT PROVISIONS

Submissions of Invoices/Claims

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

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

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

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

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

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

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

3) Date of invoice/claim

4) Invoice/claim number

Exhibit B - Budget Detail and Payment Provisions TBD

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.

RATE SHEET

Description of Service

Unit Cost

A. Haircut $ 0.00 B. Perms (Base Price) $ 0.00 C. Manicure (file & polish only) $ 0.00 D. Shampoo $ 0.00 E. Shampoo & Set $ 0.00 F. Hair Color (Base Price) $ 0.00 G. Bedside Service $ 0.00 H. Haircut & Blow Dry $ 0.00 I. Beard/Mustache Trim $ 0.00 J. Manicure (bedside, file & polish only) $ 0.00 K. Hair Style or Pick Out $ 0.00 L. Hair Color Temp (Rinse) $ 0.00 M. Blow Dry & Curl w/ Electric Iron $ 0.00

Exhibit D – Special Terms and Conditions TBD

1. EXCISE TAX

The State of California is exempt from Federal Excise Taxes, and no payment will be made for any taxes levied on employees' wages. The State will pay for any applicable State of California or local sales or use taxes on the services rendered or equipment or parts supplied pursuant to this Contract. California may pay any applicable sales or use tax imposed by another state.

2. STATUTORY AND REGULATORY PROVISIONS

A. This Contract shall be governed and construed in accordance with all applicable statutory and regulatory provisions including, but not limited to:

1) Title XVIII of the Federal Social Security Act

2) Title XIX of the Federal Social Security Act

3) Chapters 7 and 8 (commencing with Section 14000), Part 3, Division 9, Welfare and Institutions Code

4) Division 3, Title 22, California Code of Regulations (CCR)

5) Health and Safety Code Section 1340 et seq.

6) All applicable Federal provisions which regulate the administration of health care programs and budget revisions, as contained in the Code of Federal Regulations (CFR), Title 42, and Title 45, Part 74, Title 42 United States Code, Sections 1395 et seq. and 1396 et seq.

7) Sub-chapter 13 (commencing with Section 6800), Chapter 4, Part 1, Title 17, CCR; and

8) All other applicable laws and regulations.

B. Any provision of this Contract in conflict with the applicable laws and regulations is hereby amended to conform to the provisions of those laws and regulations. Such amendment of the Contract shall be effective on the effective date of the statutes or regulations necessitating it, and shall be binding on the parties even though the amendment may not have been reduced to writing and formally agreed upon and executed by the parties. If, due to amendment in laws of regulations, Contractor is unable or unwilling to comply with the provisions of the amendment(s), State or Contractor may terminate this Contract in accordance with the Termination provision of this Contract.

3. EXAMINATION AND AUDIT

A. Contractor shall allow the State and its related entities, the Comptroller General of the United States, Department of Justice (DOJ), and the Bureau of Medi-Cal Fraud, or their duly authorized representatives, to inspect or otherwise evaluate the quality, appropriateness, and timeliness of services performed under this Contract, and to inspect, evaluate, and audit any and all books, records, and facilities maintained by the Contractor and Subcontractors pertaining to services under this Contract at any time during normal business hours.

B. Contractor shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under this Contract in accordance with Government Code, Section 85467.7. The examination and audit shall be confined to those matters directly connected with the performance of the contract, including, but not limited to, the costs of administering the Contract.

C. Books and records include, but are not limited to, all physical records originated or prepared pursuant to the performance under this Contract, including working papers, reports, financial records, and books of account, Medical Records, prescriptions files, Subcontracts, and any other documentation pertaining to medical and non-medical services for residents of the Home. Upon request, at any time during the term of this Contract, the Contractor shall furnish any record or copy.

4. RESOLUTION OF DISPUTES

A. The Contractor may dispute and appeal a decision or action by the State arising out of the Interpretation or administration of this Contract. A written dispute notice shall be submitted to the Contract Manager within thirty (30) calendar days from the date the Contractor receives notice of the decision or action in dispute.

The Contractor’s dispute notice shall state the following, based on the most accurate information available to the Contractor:

1) That it is a dispute pursuant to this Section.

2) The date, nature, and circumstances of the conduct, which is the subject of dispute.

3) The names, telephone numbers, function, and activity of each contractor, subcontractor, State official, or employee involved in or knowledgeable about the conduct.

4) The identification of any documents and the substance of any oral communications involved in the conduct. Copies of all identified documents shall be attached.

5) The reason why the Contractor is disputing the conduct.

6) The cost impact to the Contractor directly attributable to the alleged conduct, if any.

7) The Contractor’s desired remedy.

B. The State and the Contractor agree to try to resolve all contractual issues by negotiation and mutual agreement at the Contract Manager level. The parties recognize that the implementation of this policy depends on open-mindedness, and the need for both sides to present adequate supporting information on matters in question. The Contract Manager, in a written decision stating the factual basis for the decision, will decide any disputes concerning performance of this Contract. Before issuance of the Contract Manager’s decision, informal discussions between the parties by the individuals who have not participated substantially in the matter in dispute will be considered by the parties in efforts to reach mutual agreement.

C. The Contract Manager will render a decision or request additional substantiating documentation from the

Contractor within thirty (30) days of receipt of the Contractor’s appeal. A copy of the decision will be provided to the Contractor. The decision shall be final and conclusive unless, within thirty (30) days from the date of the decision, the Contractor files a written appeal addressed to the Undersecretary, California Department of Veterans Affairs.

D. The Undersecretary’s decision shall be final and conclusive unless the decision is arbitrary, capricious, grossly erroneous or if any determination of fact is unsupported by substantiating evidence. The Undersecretary’s decision will be in writing and may encompass facts, interpretations of the Contract, and determination or application of law. The Contractor may, prior to the Undersecretary’s decision, present oral or documentary evidence, and arguments in support of the Contractor’s appeal. The decision will either:

1) Find in favor of the Contractor, in which case the Undersecretary may:

a) Countermand the earlier conduct which caused the Contractor to file a dispute; or

b) Reaffirm the conduct and, if there is a cost impact sufficient to constitute a change in obligations pursuant to the payment provisions, direct the State to comply with that Section.

2) Deny the Contractor’s dispute and, where necessary, direct the manner of future performance; or

3) Request additional substantiating documentation in the event the information in the Contractor’s dispute or appeal is inadequate to permit a decision to be made under paragraphs (1) or (2) above, advise the Contractor as to what additional information is required, and establish how that information will be furnished. The Contractor shall have thirty (30) days to respond to the Undersecretary’s request for further information. Upon receipt of this additional requested information, the

Undersecretary will have thirty (30) days to respond with a decision. Failure to supply additional information required by the Undersecretary within the time period specified above shall constitute waiver by the Contractor of all claims.

E. Attorney’s fees and costs for any dispute or subsequent trial shall be borne by the respective parties.

Both parties waive trial by jury, and any trial in superior or municipal court shall be by a judge alone. Any litigation arising out of this Contract shall be conducted in a California Court pursuant to California law.

F. Contractor shall continue with the responsibilities under this Contract during any dispute.

5. AGENCY LIABILITY (Applies only to Federally Funded Contracts)

The Contractor warrants by execution of this Contract, that no person or selling agency has been employed or retained to solicit or secure this Contract upon Contract or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the State shall, in addition to other remedies provided by law, have the right to annul this Contract without liability, paying only for the value of the work actually performed, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

6. POTENTIAL SUBCONTRACTORS

For all Agreements, with the exception of Interagency Agreements and other governmental entities/auxiliaries exempt from bidding, nothing contained in this Contract or otherwise shall create any contractual relation between the State and any subcontractors, and no subcontract shall relieve the Contractor of Contractor’s responsibilities and obligations hereunder. The Contractor agrees to be as fully responsible to the State for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of them, as it is for the acts and omissions of persons directly employed by the Contractor.

The Contractor's obligation to pay its subcontractors is an independent obligation from the State’s obligation to make payments to the Contractor. As a result, the State shall have no obligation to pay or enforce the payment of any moneys to any subcontractor.

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

BUSINESS ENTERPRISE (DVBE) UTILIZATION

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

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

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

8. SUBSTITUTION OF DVBEs

A. If applicable, DVBE subcontractors shall be used per the California Code of Regulations (CCR), Title 2 §

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

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

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

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

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

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

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

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

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

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

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

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

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

Public Works.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

9. SMALL BUSINESS OR DISABLED VETERAN BUSINESS ENTERPRISE CERTIFICATION

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

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

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

10. INSURANCE REQUIREMENTS

A. Upon contract award, contractor must furnish to the State an original certificate(s) of insurance stating that the contractor has the following types of coverage, if applicable:

1) Commercial General Liability: Combined Single Limit (CSL) for no less than $1,000,000 per occurrence for bodily injury and property damage. The policy must include coverage for liabilities arising out of premises, operations, independent contractors, products/completed operations, personal & advertising injury, and liability assumed under an insured contract. This insurance shall apply separately to each insured against whom claim is made or suit is brought subject to the contractor’s limit of liability.

2) Professional Liability: (Applies to any contract in which the work is of a professional nature such as, but not limited to, physicians, architects, engineers, accountants, or consultants) Covering any damages caused by an error, omission, or any negligent acts. Limits of not less than $1,000,000 per occurrence and $3,000,000 aggregate.

3) Automobile Liability (Applies to any contract in which the contractor will likely use a vehicle to complete the project or drive a vehicle onto State property): Limits of not less than $1,000,000 per accident. Such insurance shall cover liability arising out of an automobile including owned, hired, and non-owned autos.

a) MCS90 endorsement on the Automobile policy (required whenever contractor will be transporting Hazardous materials i.e. Pest Control and Waste contracts.)

4) Pollution Liability/Environmental Impairment Liability (Applies only to Pollution Contracts – i.e. Pest Control and Waste Contracts): In addition, the certificate evidencing general liability must include evidence of one of the following if applicable to the service:

a) Pesticide/Herbicide Endorsement, OR

b) An endorsement deleting the general liability pollution exclusion, OR

c) A separate environmental/pollution liability policy with limits not less than $1,000,000 covering bodily injury and property damage from pollution and related clean up costs incurred arising out of the work or services to be performed under this contract.

5) Workers’ Compensation (Mandatory for all Contractors who have at least one employee): Contractor shall maintain workers’ compensation and employer’s liability coverage for all its employees who will be engaged in the performance of the contract, including special coverage extensions where applicable. Contractor shall furnish a certificate for Workers’ Compensation issued by an insurance carrier licensed to write Workers’ Compensation insurance in the State of California, including the name of the carrier and the date of expiration of insurance, or a Certificate of Consent to Self-Insure issued by the Department of Industrial Relations.

6) Fidelity Bond/Crime Insurance: (Applies only to contracts handling State money or securities – i.e.

Armored Car Service Contracts) Contractor shall maintain Employee Dishonesty and, when applicable, Inside/Outside Money & Securities coverages for state-owned property in the care, custody and control of the Contractor. Coverage limits shall not be less than the amount scheduled in the contract. The policy shall include as Contractor. Coverage limits shall not be less than the amount scheduled in the contract. The policy shall include as loss payee the California Department of Veterans Affairs

7) The certificate(s) of insurance shall be on an ACORD form, or equivalent, and must show

“occurrence” coverage. The certificates of insurance must also contain all of the following provisions:

a) Name and address of the insurance company, policy number, and beginning and ending dates of the policy.

b) Statement that the insurer will not cancel the insured’s coverage without 30 days prior written notice to the State.

c) Statement that the State of California, its officers, agents, employees, and servants are included as additional insured on the policy, but only insofar as the operations under this contract.

8) Contractor agrees that any insurance herein provided shall be in full force and effect at all times during the term of the contract. In the event said insurance coverage expires at any time during the term of this contract, Contractor agrees to provide, at least ten (10) days prior to said expiration date, a new certificate of insurance evidencing insurance coverage as provided for herein for not less than the remainder of the term of the contract, or for a period of not less than one (1) year. In the event contractor fails to keep in effect at all times insurance coverage herein provided, State may, in addition to any other remedies it may have, terminate the contract upon the occurrence of such event, subject to the provisions of the contract.

9) Contractor shall notify the State within five (5) days if any insurance coverage identified in the contract is altered in any way.

11. RIGHT TO TERMINATE

A. The State reserves the right to terminate this Contract subject to thirty (30) days written notice to the

Contractor. Contractor may submit a written request to terminate this Contract only if the State should substantially fail to perform its responsibilities as provided herein. However, the Contract can be immediately terminated for cause. The term “for cause” shall mean that the Contractor fails to meet the terms, conditions, and/or responsibilities of the contract. In this instance, the contract termination shall be effective as of the date indicated on the State’s notification to the Contractor.

B. This Contract may be suspended or cancelled without notice, at the option of the Contractor, if the

Contractor or State’s premises or equipment are destroyed by fire or other catastrophe, or so substantially damaged that it is impractical to continue service, or in the event the Contractor is unable to render service as a result of any action by any governmental authority.

12. FORCE MAJEURE

Neither party shall be liable to the other for any delay in or failure of performance, nor shall any such delay in or failure of, performance constitute default, if such delay or failure is caused by “Force Majeure.” As used in this section, “Force Majeure” is defined as follows: Acts of war and acts of god such as earthquakes, floods, and other natural disasters such that performance is impossible.

13. EVALUATION OF CONTRACTOR

Performance of the Contractor under this Agreement will be evaluated. The evaluation shall be prepared on Contract/Contractor Evaluation Sheet (STD 4), and maintained in the Agreement file. For consultant agreements, a copy of the evaluation will be sent to the Department of General Services, Office of Legal Services, if it is negative and over $5,000.

14. SB/DVBE PARTICIPATION

In accordance with requirements set forth by the State, the CalVet shall enforce all laws, rules, and regulations pertaining to this program. It is the Contractors responsibility to provide CalVet with all required documents as outlined in this agreement. The CalVet reserves the right to contact each SB and DVBE identified by the Contractor to verify compliance. Failure to meet SB/DVBE requirements under Exhibit B, and Exhibit C (GTC 02/2025), paragraphs 19.a and 19.b. may deem the Contractor to be non-responsible and rejected from future bid and contract opportunities with the CalVet.

15. LICENSES AND PERMITS

The Contractor shall be an individual or firm licensed to do business in California and shall obtain at his/her expense all license(s) and permit(s) required by law for accomplishing any work required in connection with this contract.

If you are a Contractor located within the State of California, a business license from the city/county in which you are headquartered is necessary; however, if you are a corporation, a copy of your incorporation documents/letter from the Secretary of State’s Office can be submitted. If you are a Contractor outside the State of California, you will need to submit to the California Department of Veterans Affairs a copy of your business license or incorporation papers for your respective State showing that your company is in good standing in that state.

In the event any license(s) and/or permit(s) expire at any time during the term of this contract, Contractor agrees to provide agency a copy of the renewed license(s) and/or permit(s) within 30 days following the expiration date. In the event the Contractor fails to keep in effect at all times all required license(s) and permit(s), the State may, in addition to any other remedies it may have, terminate this contract upon occurrence of such event.

16. CONSULTANT – STAFF EXPENSES

The Contractor represents that it has or shall secure at its own expense, all staff required to perform the services described in this Agreement. Such personnel shall not be employees of or have any contractual relationship with any governmental entity.

17. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) STANDARDS FOR

PRIVACY OF INDIVIDUALLY IDENTIFIABLE HEALTH INFORMATION

For the purpose of this contract, contractor shall comply with the federal Health Insurance Portability and Accountability Act (HIPAA), as well as State and Federal requirements for privacy protection. The definitions and obligations required by the HIPAA Standards for Privacy of Individually Identified Health Information (U.S.C. 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. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions.

Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.

19. LEGAL CONTRACTS (applies only to Legal Services Contracts)

In accordance with (Public Contract Code Section (10353.5) The Contractor shall:

A. Agree to adhere to legal cost and billing guidelines designated by the State.

B. Adhere to litigation plans designated by the state agency.

C. Adhere to case phasing of activities designated by the state agency.

D. Submit and adhere to legal budgets as designated by the state agency.

E. Maintain legal malpractice insurance in an amount not less than the amount designated by the state agency.

F. Submit to legal bill audits and law firm audits if requested by the state agency. The audits may be conducted by employees and designees of the state agency or by any legal cost control providers retained by the state agency for purpose.

G. Submit to a legal cost and utilization review, as determined by the state agency.

Exhibit E – HIPAA Business Associate Agreement TBD

1. Recitals – STANDARD RISK

A. This Contract (Agreement) has been determined to constitute a business associate relationship under the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing privacy and security regulations at 45 CFR Parts 160 and 164 (“the HIPAA regulations”).

B. The California Department of Veterans Affairs (CalVet) wishes to disclose to Business Associate (BA) certain information pursuant to the terms of this Agreement, some of which may constitute Protected Health Information (“PHI”) and confidential information protected by Federal and/or state laws.

C. “Business Associate” or “BA” shall generally have the same meaning as the term “business associate” at

45 CFR §160.103, and in reference to the party to this agreement, shall mean the Contractor. A “business associate” also is a subcontractor that creates, receives, maintains, or transmits protected health information on behalf of another business associate.

D. “Protected Health Information” or “PHI” means any information, whether oral or recorded in any form or…