25LS0021_-_All_Exhibits.pdf

California Department of Veterans Affairs Agreement Number: 25LS0021 Exhibit A - Scope of Work TBD

MEDICAL EQUIPMENT MAINTENANCE, REPAIR AND CERTIFICATION SERVICES

1. INTRODUCTION/SERVICES

A. Contractor shall provide services, as specified, to the California Department of Veterans Affairs (CalVet), William J. “Pete” Knight Veterans Home of Lancaster, located at 45221 30th Street West, Lancaster, CA 93536. Contractor shall provide all labor, materials, staff, transportation, license, permits, and every other item of expense necessary, unless otherwise stated, to provide medical equipment, maintenance, repair, and certification Services. Services shall be provided at CalVet, upon request and in compliance with the terms of this Agreement.

B. All work shall be coordinated and approved by the Contract Manager. 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 weekends, 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 shall be at the sole risk and expense of the Contractor.

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

D. Contractor shall not be authorized to deliver or commence performance of services as described in the Agreement until written approval has been obtained from Contract Manager and the Contractor has received an executed Agreement 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. EQUIPMENT

A. The following equipment is included in this Agreement as listed in Exhibit A-1, Equipment List.

B. CalVet reserves the right to add or delete similar equipment listed in Exhibit A-1, Equipment List. Additional equipment shall be serviced as specified herein at the rates indicated in Exhibit B-1, Rate Sheet.

Contractor shall be notified in writing by the Contract Manager of equipment that has been added and/or removed from the list.

3. MINIMUM QUALIFICATIONS

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

B. Contractor shall provide a service technician who is trained on the equipment specified in this Agreement.

Contractor shall provide CalVet with proof of the required training for each service technician providing services under this Agreement. Acceptable proof shall be a resume showing experience, training, and factory school completion.

4. CONTRACTOR’S RESPONSIBILITIES

A. Contractor shall provide the following services:

1) ANNUAL MAINTENANCE SERVICES- Medical equipment

2) BI-ANNUAL MAINTENANCE SERVICES-Medical Beds

All Preventive Maintenance shall include the following:

a) Contractor shall perform the annual service in July during the duration of this Agreement.

b) Repairs, documentation, and testing to meet licensing, Title 22, National Fire Protection Association NFPA 99, and Joint Commission on Accreditation of Healthcare Organizations (JCAHO) standards. The equipment to be serviced by the contractor is listed in Exhibit A-1 Equipment List. This list may not be inclusive at the time of the scheduled work.

c) The Contractor shall provide services as described herein on a date and time of the Home’s choosing. There will be no scheduled work on State Holidays. Services shall be based upon the specific needs of each piece of equipment, as recommended by the manufacturer’s specification and maintenance manuals.

d) Maintenance shall include regular inspection, lubrication, and necessary adjustments. Prior to any major repairs, the Contractor will give an estimate of repair costs, including parts, to the Contract Manager to determine whether or not the piece of equipment is economically repairable.

e) For approved repairs lasting more than five (5) working days, CalVet reserves the right to require the Contractor to provide loan equipment, as available, to CalVet at no additional cost. The equipment provided shall be the same or equivalent to the equipment being repaired. If loan equipment is requested, Contractor shall provide the equipment to CalVet within 24 hours of notification.

i. Requests by CalVet for loan equipment shall only be made for those pieces of equipment considered by CalVet to be vital to daily operations. Any loan equipment provided by the Contractor to CalVet under this provision shall remain in the possession of CalVet until such repair has been completed. If loan equipment is not available, Contractor shall provide CalVet with a listing of known alternate equipment sources.

ii. CalVet shall be relieved of all risks of loss or damage during the entire time the loan equipment is in the possession of CalVet, except when loss or damage is due to fault or neglect of CalVet. All loan equipment will be returned to the Contractor in good condition subject to reasonable wear and tear, except for any loss or damage arising from circumstances beyond the control of CalVet.

f) After completion of service, the Contractor shall submit a complete report to the Contractor

Manager of the service provided, including any necessary repairs. Reports shall include:

i. Date of service

ii. Hourly rate

iii. Time in and time out

iv. Description of service provided, including replacement of any worn parts

v. Name and signature of service technician

vi. Location of equipment

vii. Equipment make, model and serial number

viii. Description of any noted deficiencies and suggested corrective action

ix. Total labor hours expended

x. Signature of Contract Manager certifying indicated services were performed

B. EQUIPMENT REPAIR SERVICES

1) There shall be no limit to the number of requests CalVet can make regarding equipment repair services. Contractor shall respond to and provide an unlimited number of visits for any repair services requested or necessary to keep the equipment fully operational during the terms of this contract.

Contractor shall respond to requests for repair services and perform required work within forty-eight

(48) hours of telephone notification from the Contract Manager.

2) Contractor shall make every attempt to complete repairs the same working day. Unless the repair requires parts that must be ordered, no repair may take longer than five (5) working days to complete.

When a delay in repair occurs due to parts that must be ordered, written notification shall be presented to the Contract Manager immediately.

3) For approved repairs lasting more than five (5) working days, CalVet reserves the right to require the Contractor to provide loan equipment, as available, to CalVet at no additional cost. The equipment provided shall be the same or equivalent to the equipment being repaired. If loan equipment is requested, Contractor shall provide the equipment to CalVet within 24 hours of notification.

i. Requests by CalVet for loan equipment shall only be made for those pieces of equipment considered by CalVet to be vital to daily operations. Any loan equipment provided by the Contractor to CalVet under this provision shall remain in the possession of CalVet until such repair has been completed. If loan equipment is not available, Contractor shall provide CalVet a listing of known alternate equipment sources.

ii. CalVet shall be relieved of all risks of loss or damage during the entire time the loan equipment is in the possession of the State, except when loss or damage is due to fault or neglect of the State.

All loan equipment will be returned to the Contractor in good condition, subject to reasonable wear and tear, except for any loss or damage arising from circumstances beyond the control of CalVet.

4) After completion of service, the Contractor shall submit a complete report to the Contract Manager of the service provided, including any necessary repairs. Reports shall include:

i. Date of service

ii. Hourly rate

iii. Time in and time out

iv. Description of service provided, including replacement of any worn parts

v. Name and signature of service technician

vi. Location of equipment

vii. Equipment make, model, and serial number

viii. Description of any noted deficiencies and suggested corrective action

ix. Total labor hours expended

x. Signature of State employee certifying indicated services were performed

5) Contractor shall provide repairs, as requested or necessary, to keep the equipment fully operational.

Repairs that are not provided during regularly scheduled maintenance visits or not covered by the guaranteed section of the Scope of Work, repairs shall be provided upon written request from the Contract Manager. Contractor shall respond to a request for repair within two (2) hours of initial notification. Every effort shall be made to perform the repairs during normal business hours; State holidays and weekends excluded. CalVet shall, at its discretion, allow access to the Contractor during after-hours as required to repair the equipment. Repairs performed outside of normal business hours shall be approved in advance in writing by the Contract Manager.

6) EQUIPMENT REMOVAL

1) Contractor shall endeavor to perform all services required under this Agreement on CalVet’s premises. If equipment must be removed from CalVet’s premises for repair, prior approval from the Contract Manager shall be obtained. Contractor shall be responsible for pick-up and delivery from CalVet’s premises. Upon completion of repair, Contractor shall notify the CalVet to schedule a delivery date and time. Under no circumstances shall equipment removed from CalVet’s premises be kept by the Contractor longer than five (5) working days, unless prior written permission has been obtained from the Contract Manager.

2) Before equipment may be removed from CalVet’s premises, the Contract Manager shall record the serial number(s) of the equipment being removed and inspect the equipment. Upon return of the equipment by the Contractor, the Contract Manager shall check the serial number(s) against those previously recorded and inspect the equipment for acceptability.

5. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

A. All services completed under this Agreement shall be performed by qualified medical or biomedical equipment technicians in the employ or under the direction of the Contractor. All technicians shall be either factory-trained on the equipment specified in this Agreement or have a minimum of three (3) consecutive years of experience in maintaining or repairing the equipment specified herein. Contractor shall provide CalVet with proof of the required training or experience for each technician providing services under this Agreement.

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

6. PARTS REPLACEMENT

A. This Agreement shall include replacement of any part that becomes worn or inoperable, or that otherwise affects the equipment's operability in any way. A written estimate of the required part(s) shall be submitted to the CalVet Contract Manager and approved before replacement in all cases. Parts replaced under this Agreement shall be new, factory-manufactured, or exceeding Original Equipment Manual (OEM) specifications. Contractor should maintain an adequate supply and/or shall be able to obtain within a reasonable amount of time any necessary replacement parts to perform repairs and maintenance in a timely manner. Consumables and other supply items are hereby excluded.

B. When parts are needed, the Contractor shall be reimbursed for the actual cost of the parts plus 10%, plus actual shipping charges and taxes paid by the Contractor to obtain the parts. Proof of cost, such as a copy of the actual invoice for the parts from the business from which it was purchased, shall be attached to the Contractor's invoice for reimbursement. All parts shall be paid within this Agreement. CalVet shall elect to purchase parts themselves as determined by the Contract Manager.

C. Any parts replaced shall remain the property of CalVet. The only exception is when the Contract Manager authorizes the Contractor to use the part(s) as a refund for “core” charges. If the Contractor is authorized to use the part for “core” exchange, the invoice shall reflect the reduced cost of the parts based on “core” exchange value.

D. CalVet assumes no responsibility and shall not reimburse the Contractor for parts ordered by the

Contractor and/or labor if the part was installed prior to authorization by the Contract Manager. Contractor shall be responsible for the replacement of parts necessitated by the Contractor’s negligence at no expense to CalVet.

7. WORK AREA

A. While working on equipment, Contractor agrees to perform services with as little disruption to the State’s operations as possible. 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. All tools, equipment, and other materials belonging to the Contractor will be removed from CalVet at the end of each working day. CalVet shall not be responsible for the storage of any of the Contractor’s property.

8. WORKMANSHIP

A. 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 shall be 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 shall be inspected by CalVet after completion. CalVet shall be responsible for determining the acceptability of the work performed and the operability of the equipment.

9. INDEPENDENT CONTRACTOR STATUS

A. Contractor shall be considered “Independent Contractor” in relation to CalVet and the State. Therefore, the Contractor/Providers shall not be considered employee(s) of CalVet and shall not be entitled to any employee benefits from CalVet.

10. CONTACT INFORMATION

A. Contract Managers during the term of this Agreement shall be:

1) CalVet Home Representative/Contract Manager:

Veterans Home of California-Lancaster

TBD

45221 30th Street West Lancaster, CA. 93536 Phone: TBD Fax: TBD

TBD

2) Contractor Representative:

TBD

B. Contract Managers, addresses, and phone/fax numbers shall 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 Manager, including name, title, mailing address, phone/fax numbers, and email address. All other changes require a formal written amendment to this agreement.

Exhibit A-1 – Equipment List TBD

QTY ITEM DECRIPTION

1 5 AED

2 6 02 CONCENTRATOR

3 11 GLUCOMETER

4 13 VITAL SIGNS MONITORS

5 10 THERMOMETERS

6 3 PULSE OXYMETER

7 4 DIGITAL SCALES

8 2 REFRIGERATOR

9 1 SARA STEDY

10 7 BP MACHINES /NI/MANUAL/MOBILE

11 2 MAXIMOVE/SHOWERCHAIR

12 60 BEDS/30 PER UNIT

TOTAL

ITEMS

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 – Lancaster Attn: TBD Home Address Home City, State, and Zip code

B. Budget Contingency Clause

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

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

C. Prompt Payment Clause

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

2. SPECIAL BUDGET DETAIL AND PAYMENT PROVISIONS

Submissions of Invoices/Claims

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

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

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

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

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

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

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

3) Date of invoice/claim

4) Invoice/claim number

5) CalVet location where services were performed

Exhibit B - Budget Detail and Payment Provisions TBD

6) Contract/Agreement Number

7) Date(s) of Service

8) Total dollar amount being billed

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

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

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

12) When applicable, Contractors shall include the following information on the invoice/claim submitted for hourly reimbursement:

a) Hourly Rate

b) Time in and time out

c) Total hours worked

d) Any other information or documentation reasonably required to verify and substantiate the provision of services and the charges for such services.

3. CONTRACTOR OVERPAYMENTS

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

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

4. DVBE Withhold

A. 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).

B. 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 Medical Equipment Maintenance Services (Annual)

Medical Beds Maintenance Services (Bi-Annual) Description of Service Hourly Rate

Parts

Exhibit C, General Terms and Conditions TBD

1. General Terms and Conditions

A. General Terms and Conditions (GTCs)

The (GTCs) are hereby incorporated by reference and made part of this agreement as if attached.

hereto. These documents may also be viewed at the California Department of General Services website: https://www.dgs.ca.gov/-/media/Divisions/OLS/Resources/GTC-Updates/GTC-225- February-2025.pdf https://www.dgs.ca.gov/-/media/Divisions/OLS/Resources/GTC-Updates/GTC-225-February-2025.pdf https://www.dgs.ca.gov/-/media/Divisions/OLS/Resources/GTC-Updates/GTC-225-February-2025.pdf

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. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. Generative Artificial Intelligence (GenAI) Disclosure Notification

“The State of California seeks to realize the potential benefits of GenAI, through the development and deployment of GenAI tools, while balancing the risks of these new technologies.

Bidders/Proposers/Offerors must notify the State in writing if their solution or service includes, or makes available, any GenAI technology, including GenAI from third parties or subcontractors.

The State has developed a GenAI Disclosure & Factsheet (STD 1000) to be completed by the Bidder/Proposer/Offeror.

Failure to disclose GenAI to the State and submit the GenAI Disclosure & Factsheet will result in disqualification of the Bidder/Offeror and may void any resulting contract. The State reserves its right to seek any and all relief it may be entitled to as a result of such non-disclosure.

Upon receipt of a Bidder/Proposer/Offeror GenAI Disclosure & Factsheet the state reserves the right to incorporate GenAI Special Provisions into the final contract or reject bids/offers that present an unacceptable level of risk to the state.”

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 medium that relates to the past, present, or future physical or mental condition of an individual, the provision of health and dental care to an individual, or the past, present, or future payment for the provision of health and dental care to an individual; and that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual. PHI shall have the meaning given to such term under HIPAA and HIPAA regulations, as the same may be amended from time to time. “Confidential Information” means information protected by Federal and/or state laws identified in this Agreement.

E. “Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of PHI, or confidential data that is essential to the ongoing operation of the Business Associate’s organization and intended for internal use; or interference with system operations in an information system.

F. As set forth in this Agreement, the Contractor, herein after, is the Business Associate of CalVet that provides services, arranges, performs or assists in the performance of functions or activities on behalf of CalVet and creates, receives, maintains, transmits, uses or discloses PHI.

G. CalVet and Business Associate desire to protect the privacy and provide for the security of PHI created, received, maintained, transmitted, used or disclosed pursuant to this Agreement, in compliance with HIPAA and HIPAA regulations and other applicable laws.

H. The purpose of the Agreement is to satisfy certain standards and requirements of HIPAA and the HIPAA regulations.

I. The terms used in this Agreement, but not otherwise defined, shall have the same meanings as those terms in the HIPAA regulations.

In exchanging information pursuant to this Addendum, the parties agree as follows:

2. Permitted Uses and Disclosures of PHI by Business Associate

A. Permitted Uses and Disclosures. Except as otherwise indicated in this Agreement, Business Associate may use or disclose PHI only to perform functions, activities or services specified in this Agreement, for, or on behalf of CalVet, provided that such use or disclosure would not violate the HIPAA regulations, if done by CalVet.

B. Specific Use and Disclosure Provisions. Except as otherwise indicated in this Agreement, Business

Associate may:

1) Use and disclose for management and administration. Use and disclose PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate, provided that disclosures are required by law, or the Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and will be used or further disclosed only as required by…