25RS0006_-_All_Exhibits.pdf

California Department of Veterans Affairs Exhibit A – Scope of Work

Agreement Number: 25RS0006

TBD

MEDICAL WASTE REMOVAL SERVICES

1. INTRODUCTION/SERVICES

A. Contractor shall provide services, as specified, to California Department of Veterans Affairs, (CalVet). Contractor shall provide services at the Veterans Home, (Home), located at 3400 Knighton Road, Redding, CA 96002. Contractor shall provide all labor, materials, staff, transportation, license, permits and every other item of expense necessary, unless otherwise stated, to provide medical waste pick-up and disposal services. Services shall be provided at the Home, upon request and in compliance with terms of this Agreement.

B. All work shall be coordinated and approved by Contract Manager or designated representative.

Services shall be performed during standard business hours of 8:30 am to 4:00 pm, Monday through Friday, unless otherwise specified. No work is to be performed on State holidays or on an overtime basis unless approval is received in writing from the Contract Manager, prior to this work taking place. Any and all services performed outside the scope of this Agreement or not approved by the Contract Manager, or designated representative, will be at the sole risk and expense of the Contractor.

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

D. Contractor is not authorized to deliver or commence performance of services as described in the Agreement until written approval has been obtained from the Contract Manager and the Contractor has received an executed contract from CalVet. Any delivery or performance of service commenced prior to Contractor obtaining all written approvals shall be considered voluntary on the part of Contractor.

2. SUPPLIES AND INVENTORY

A. Contractor shall furnish, at the Contract Manager or Designees request, the required number of supplies contained in Exhibit B-1 Rate Sheet. Contractor shall supply serviceable containers and bags within thirty (30) days of Contract Managers request. Contractor agrees that supplies comply with requirements set forth in California Health and Safety Code (HSC) Sections 117600-118360, known and cited hereafter as the Medical Waste Management Act (MWMA).

B. Contractor shall be compensated for supplies in accordance with the rates contained in Exhibit B-1

Rate Sheet of this Agreement.

C. Delivery of Supplies:

1. Contractor shall deliver supplies to the Home's warehouse. Contractor shall ensure that supplies are signed for by the Contract Manager or designee.

D. Contract Manager shall be notified by Contractor of any broken containers. Contractor shall replace any broken containers at no additional cost.

E. Contractor shall provide biohazard signage and labels required for the Home's medical waste storage and laboratory rooms at no additional cost. Contractor shall ensure all designated medical waste storage areas and bins have warning signs and labels in place as follows: In English, "CAUTION - BIO HAZARDOUS WASTE STORAGE AREA - UNAUTHORIZED PERSONS KEEP

OUT." In Spanish, "CUIDADO - ZONA DE RESIDUOS - BIOLOGICOS PELIGROSOS -

PROHIBIDA LA ENTRADA A

PERSONAS NO AUTORIZADAS." Other languages may be requested by the Home.

F. Contractor shall ensure that warning signs shall be legible during daylight from a distance of at least twenty-five (25) feet and in accordance MWMA requirements.

3. MINIMUM QUALIFICATIONS

A. Contractor shall hold registration with the California Department of Public Health (CDPH) as a Registered Hazardous Waste Hauler. Contractor shall provide evidence of registration prior to providing services.

B. Contractor shall be licensed and permitted as specified in this Agreement and in compliance with all applicable federal, state and local laws, ordinances, rules, and regulations. Contractor must be legally authorized to conduct business in the State of California, and all required permits, and licenses must be current at the time the submission is made and throughout the term of the Agreement.

C. Contractor shall ensure that their driver or any employee that will be on state property and any provider shall be trained on medical waste removal in accordance with MWMA. Contractor shall provide the State with proof of the required training for each provider providing services under this Agreement.

D. Contractor agrees that any provider who fails to meet the qualifications shall not be permitted to perform service. The Home's Administrator or designee shall state in writing the reason(s) the provider does not meet qualifications. After notification of failure to meet the qualifications has been provided, CalVet shall not pay the Contractor for services rendered by a provider not meeting qualifications.

4. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

A. Contractor shall ensure all licenses, permits, and certification requirements are verified and current throughout the term of this Agreement. A copy of all permits, licenses, and certifications shall be provided to the Contract Manager prior to commencing services in the Home.

B. In the event any license(s) and/or permits(s) expire or change at any time during the term of this

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

C. For the collection, removal, transportation, and disposal of infectious medical wastes the Contractor and employees shall comply with all requirements of the Code of Federal Regulations (CFR), Title 49, Sections 172.444, 173.386-173.388; the State of California, Health and Safety Code (HSC), Division 104, Part 14, Medical Waste Management Act (MWMA), et seq.; California Code of Regulations (CCR), Title 22, Division 4 and 4.5 Environmental Health; and, the Vehicle Code, Section 34500 and 34501 with applicable provisions of hazardous materials regulations adopted by the California Highway Patrol (CHP) governing containers, packing, labels, marking, vehicle placards, shipping certificates and incident reporting.

D. The following licenses permits and certification requirements are required to be provided to the

Contract Manager:

1. The Contractor shall be a State of California, Department of Toxic Substance Control (DTSC) Registered Hazardous Waste Hauler issued to the Hauler/ Prime Contractor- If a sub-contractor is utilized to perform any work in connection with this agreement, the Contractor must provide the name, address, phone number, contact person, and Environmental Protection Agency (EPA) identification number and all applicable State of California licenses and permits of the sub-contractor when submitting the bid proposal. All changes in sub-contractual relationship during the term of this Agreement must receive prior approval of the State.

Contractor shall carry a copy of the Hazardous Waste Transporter Reg·1stral'lon certificate while transporting medical waste. Contractor shall bear the responsibility during transportation.

2. The Contractor must ensure that the CDPH Medical Waste Transporter Authorization letter is carried in each vehicle utilized in the transporting of medical waste under this Agreement. The driver, when requested by the Home's personnel at the Facility, must make the CDPH Medical Waste Transporter Authorization letter available.

3. State of California, DFA, Measure Standard, Weight Master License (non-fixed) issues to the

Hauler/ Prime Contractor-Will remain in each vehicle utilized in the transporting of medical waste under this Agreement.

4. State of California, Department of Motor Vehicles (OMV), Motor Carrier Permit. Contractor shall ensure that its drivers are properly licensed with OMV with the Hazardous Materials Endorsement on the OMV driver's license and will require copies of each driver who removes medical waste from the Home.

5, CONTRACTOR'S RESPONSIBILITIES

Contractor agrees to and shall provide the following services:

A. Contractor must be familiar with the requirements and definitions under the HSC MWMA for medical waste removal and disposal. The HSC and MWMA are available at all local libraries or on the California Department of Public Health's (CDPH) website.

B. Contractor agrees to meet with the Contract Manager prior to commencing services to review

Contractor responsibilities, documentation required, Home's policies and procedures, and the Home's storage areas of medical waste, at no additional cost to the State.

C. Contractor agrees to comply with the Home's policies and procedures while on Home grounds.

Items prohibited on Home grounds are weapons, including knives, alcohol, or other mind-altering substances. Contractor agrees to follow the posted speed limit of ten (10) miles per hour.

D. Contractor agrees to perform services in such a manner that does not disrupt the Home's staff or residents.

E. Pick-Up and Disposal

1. Contractor shall pick-up all medical and pharmaceutical waste from areas designated in Exhibit A-1 Site Map. Contractor shall remove thirty-eight (38) gallon containers and replace with empty thirty-eight (38) gallon containers on a one-for-one basis. This applies to scheduled and unscheduled pick- ups.

2. Contractor shall pick-up all medical waste two times per month. Scheduled pick-up days shall not have a lapse of time of more than fourteen (14) days for biohazardous waste or more than thirty (30) days for sharps, pharmaceutical, cytotoxic and sixty (60) days for Resource Conservation and Recovery Act (RCRA) waste. The Contractor shall contact the Contract Manager to establish a regular pick-up schedule at mutually agreed upon dates and time.

3. Contractor shall notify the Contract Manager within twelve (12) hours, if unable to make a scheduled pick-up and shall establish an alternate time for pick-up agreeable to the Contract Manager.

4. Contractor shall make unscheduled emergency pick-ups within twenty-four (24) hours of notification by the Contract Manager. Contractor shall be compensated at the stated rate under Exhibit B-1 Rate Sheet for price per container of each category picked- up and the rate specified for unscheduled pick ups. Contractor agrees that unscheduled emergency pick-ups shall be completed within twenty four (24) hours. If the contractor doesn't meet the twenty-four (24) hours pick-up deadline for the unscheduled pick-up the contractor will be paid the normal rate for the pick-up.

5. Contractor agrees that the Home shall have the option to change pick-up frequency if it becomes necessary. The State reserves the right to increase, decrease or change frequency as needed to accommodate any unforeseen increase or decrease in volume of the medical waste. The State shall compensate the Contractor in accordance with the rates specified in Exhibit B-1 Rate Sheet.

6. Remove all non-conforming waste prior to leaving the Home.

7. Contractor shall thoroughly wash, decontaminate, deodorize, and dry each reusable, rigid container and each lid inside and outside after each use and before delivery to the Home. Any containers and lids delivered to the Home having standing liquid, are wet, or have an objectionable odor shall not be accepted and shall be promptly replaced by the Contractor upon request from the Contract Manager or designee.

8. Contractor and the Contract Manager or designee shall inspect medical waste packaged by the

Home at the time of pick-up and prior to removal of containers. The Contract Manager or designee shall condense the waste ensuring full containers. Contractor shall immediately notify the Contract Manager or designee of necessary corrections to ensure compliance with all regulations and designated waste disposal site requirements. Contractor shall instruct the Home on any issue with proper separating and packaging of medical waste. Issues will be resolved before the driver leaves the Home. Contractor shall only bill for the containers that the Contractor has picked up.

9. Contractor shall ensure that their drivers shall immediately report to the Contract Manager and the security guard escorting the drivers of any incidents such as, but not limited to, accidents or injuries that occur on the Home's property or during the performance of services involving Home's medical waste.

10. Contractor understands that the Home will conduct periodic inspections of the storage containers and storage areas.

11. Contractor agrees that medical waste treatment shall be by incineration, steam sterilization, microwave disinfection technology or other approved alternative treatment technology in accordance with MWMA.

12. Contractor shall, at the conclusion of each pick-up

a. Ensure all medical waste is removed.

b. Clean and disinfect each storage container and area as necessary.

c. Inspect all designated medical waste containers.

d. Immediately correct all unsanitary conditions or deficiencies as requested by the Contract

Manager or designee.

e. Provide to the Contract Manager or designee a complete medical waste-tracking manifest, signed and dated by the Contractor or provider at the time of each pick-up.

f. Within fifteen (15) calendar days after pick-up, Contractor shall provide a copy of the original manifest with the disposal site information section completed to the Contract Manager or designee.

g. Within thirty (30) calendar days after pick-up, the Contractor shall provide a written report of the total pounds of each category of medical waste picked up to the Contract Manager or designee.

h. Contractor shall provide the Contract Manager or designee with a certificate of disposal or destruction within thirty (30) days of pick-up for each pick-up. Failure to provide the certificate of disposal or destruction shall result in invoices being held until certificates are received.

i. Contractor shall maintain accurate records in connection with each service performed and all transactions related thereto and shall retain all such records in compliance with all applicable federal, state and local laws, ordinances, rules, and regulations.

j. Contractor shall ensure the Contract Manager or designee receives copies of all documents relating to each service performed, medical waste tracking documents and record keeping, certificate(s) of destruction, and all other related licenses and permits required by the appropriate governmental authorities.

k. The Contractor shall notify the Contract Manager or designee within twenty-four (24) hours if they or any facility used in the service of this agreement is not in compliance with applicable laws or regulations.

6. REPORTING REQUIREMENTS

A. Contractor shall provide the following reports to the Contract Manager within fifteen (15) days after the close of the reporting period. Reporting periods shall cover the time frames below and specific dates shall be established by the Contract Manager. The Contract Manager shall advise Contractor within ten (10) days of execution of this Agreement of the specific date's reports are due. The required reports are:

1. A quarterly usage report that shall include total weight of waste by category (bio-hazardous medical, pharmaceutical, and sharps) picked up, quantity autoclaved, quantity incinerated, and total cost for each pick-up location in order to track what is being registered to the homes EPA license.

2. A semi-annual report for incinerator ash that shall include analysis of the waste characteristics.

3. An annual usage report that shall include an accumulated total of costs billed under this Agreement per pick-up location in order to track what is being registered to the homes EPA license.

4. An annual treatment disposal facility report that shall include a list of all treatment and disposal facilities used for the Home's waste.

7, DISPOSAL SITES

A. T he Contractor shall utilize those medical waste disposal sites that have been issued permits by the State of California Department of Public Health. In the case of out-of-state disposal sites those locations must be approved by the appropriate regulatory agency where the disposal site is located. Failure to do so will result in termination of this Agreement. Listings of disposal sites are available from the State of California Department of Public Health.

B. Contractor agrees that all disposal sites used for Home's waste are within the continental United

States.

8. OPERATIONAL PLAN

A Contractor shall submit to the Contract Manager for review and approval an operational plan describing pick-up, transport, transfer, destruction, and final disposal of the Home's medical waste. At minimum, the operational plan must include the following:

a) The Spill Prevention Control and Countermeasure (SPCC) Plan

b) The primary and any secondary pick-up routes to and departure routes from the Home.

This shall include the time frames required for pick-up to final disposal for the waste picked-up on any given day, the planned routes of transport, and the routes to and from any storage, transfer, incineration or other processing facilities, final disposal at approved landfill facilities, and a detailed description of the planned activities at those sites.

c) Identification of disposal sites by company name, address, phone number, hours of operation, description of operation and ownership. The medical waste treatment shall be by incineration, steam sterilization, microwave disinfection technology or other approved alternative treatment technology for the disposal per MWMA.

d) Contingency plan for all conditions, including back-up facilities, procedures, loss of licenses, permits, equipment, and personnel. The plan must specify the conditions under which the above would be implemented.

B. Contractor shall inform the Home in writing five (5) working days of any proposed changes in the operational plan before such changes take place. Any unforeseen occurrences which result either in implementation of the contingency plan or deviation from the operational plan must be communicated to the Contract Manager or designee within twenty-four (24) hours of such an occurrence.

9. ACCIDENT/DAMAGE/SPILLS

a) If the Contractor spills or drops any waste during pick-up, the Contractor shall provide emergency response services including but not limited to all supplies, equipment, material, labor and transportation necessary to clean up and resolve medical waste emergencies. The contractor shall conduct on-site evaluations, mitigation and cleanup of medical waste spills and disposals at no additional cost to the State.

b) Contractor shall, with due diligence, take immediate steps to correct the conditions as required by all federal, state and local laws, ordinance, rules, and regulations, including but not 1'1mited to Part 14, et seq. of the HSC; U.S. Department of Transportation hazardous materials regulation Title 49 CFR;

and the CHP regulations see section Warranties and Guarantees.

10. HEALTH AND LIVE SCAN CLEARANCES

a) Health Clearance

1. Contractor, its employees, and providers shall, prior to providing services, complete the following health clearances required by Home policy of all state employees, contract employees and volunteers in order to meet state facility licensure requirements.

a. Initial and annual tuberculosis (TB) screening.

b. Annual influenza vaccination (flu shot) during annual flu season as determined by the

California Department of Public Health, or a written declination, plus wear an isolation face mask.

c. Contractor has the option to utilize the Home's on-site clinic for the tests in subsections a and b at no cost or Contractor may utilize its own provider at Contractors own expense.

2. TB Initial and Annual Screening: 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 TB clearance process must be completed prior to initiation of services or technician assignment, and within the required timeframe stipulated by the Home for the annual requirement.

3. Contractor shall request from the Contract Manager or designee permission to utilize the Contractor's own health care provider for health clearances as described in this Agreement.

When utilizing Contractor's own health care provider, Contractor shall submit medical documentation to the Home's Ambulatory Care Clinic indicating the individual Is cleared to perform his or her duties and is free of communicable disease. The medical documentation must be submitted prior to initiation of services or employee assignment and annually thereafter as required by the Home.

4. Contractor agrees that failure to comply with the Home's infection control policies shall result in immediate provider suspension, contract suspension, or termination of this Agreement.

Provider and contract suspension shall remain in effect until the Contractor provides the appropriate medical clearance to the Home's Infection Control Specialist, Contract Manager, or designee.

b) Live Scan Clearance

1. Live Scan will not be required with this bid as the Contractor or the Contractors employee will be escorted at all times while on the facility grounds.

11. INDEPENDENT CONTRACTOR STATUS

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

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

2. Medical Insurance,

3. Vacation or Sick Leave,

4. Worker's Compensation, and

5. Other employee benefits.

12. CONTACT INFORMATION

a) The project representatives during the term of this agreement will be:

1. CalVet Home Representative:

Redding CalVet 3400 Knighton Road Redding, CA 96002 Phone: TBD Email: TBD

2. Contractor Representative:

TBD

TBD

TBD

b) Contract Representatives, addresses, and phone/fax numbers may be changed by issuing a 20-day prior written notification and shall not require a formal amendment to this Agreement. The notifying party shall provide complete contact information for the replacement Contract Representative including, name, title, mailing address, phone/fax numbers, and email address.

All other changes require a formal written amendment to this Agreement.

mailto:patricia.silva@calvet.ca.gov

California Department of Veterans Affairs Agreement Number: 25RS0006 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 – Redding Attn: TBD 3400 Knighton Road Redding, CA 96002

B. Budget Contingency Clause

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

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

C. Prompt Payment Clause

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

2. SPECIAL BUDGET DETAIL AND PAYMENT PROVISIONS

Submissions of Invoices/Claims

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

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

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

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

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

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

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

3) Date of invoice/claim

4) Invoice/claim number

5) CalVet location where services were performed

Exhibit B - Budget Detail and Payment Provisions TBD

6) Contract/Agreement Number

7) Date(s) of Service

8) Total dollar amount being billed

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

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

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

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

a) Hourly Rate

b) Time in and time out

c) Total hours worked

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

3. CONTRACTOR OVERPAYMENTS

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

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

4. DVBE Withhold

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

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

CalVet shall maintain all records of the information provided by the prime contractor pursuant to Section

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

Exhibit B-1, Rate Sheet TBD

RATE SHEET

The Contractor must be able to provide the services listed below. Subcontractors may be used to comply with this requirement. Subcontractor Agreements may be used to comply with this requirement. Subcontractor(s) information must be identified on Bidder Declaration (GSPD-05-105). If additional Subcontractors are added during the term of the Agreement, an updated GSPD-05-105 must be submitted.

The rates listed below are in effect for the term of the Agreement, including any extension of the term through an amendment.

Description of Service Cost Per Service All-inclusive bio-hazardous medical waste (including sharps) -

All-inclusive pharmaceutical waste All-inclusive RCRA waste All-inclusive cytotoxic waste

Description of Service Hourly Rate Unscheduled Pick Ups

Collection Containers and Supplies Cost Per Container

Blue and white pharmaceutical containers Biohazardous bags large Biohazardous bags small Five-gallon sharp containers Resource Conservation and Recovery Act (RCRA) containers Yellow cytotoxic waste containers Biohazard signage and labels

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 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…