25RS0023_-_Exhibits_A-E.pdf

California Department of Veterans Affairs Agreement Number: 25RS0023 Exhibit A - Scope of Work TBD

SKILLED NURSING FACILITY (SNF) STEAMTABLE MODIFICATION SERVICE

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, supervision, materials, tools, equipment, transportation, permits, licenses, disposal services, and incidentals necessary to perform steamtable modification and related installation services for the California Department of Veterans Affairs (CalVet) at the Veterans Home of California – Redding, located at 3400 Knighton Road, Redding, CA 96002.

Services shall include demolition, modification, installation, reconnection of utilities, testing, calibration, startup, and restoration of affected work areas as necessary to provide a complete and fully operational system in accordance with manufacturer specifications, applicable building codes, and this Agreement.

All work shall be performed in accordance with applicable federal, state, and local laws, regulations, and industry standards.

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

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

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

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

2. EQUIPMENT

A. The following equipment is included in this Agreement:

The existing steamtable assembly currently located within the Skilled Nursing Facility kitchen shall be modified to accommodate replacement well units and associated operational components.

1 each Wells Steam Table

MOD00TDM

Any manufacturer or equipment references contained within this Agreement are intended solely to establish minimum functional, dimensional, and performance requirements. Equivalent products meeting or exceeding the required specifications may be proposed, subject to CalVet approval.

Contractor shall verify all field dimensions, utility connections, and installation requirements before fabrication, ordering, or installation of equipment.

B. The State reserves the right to delete or add similar equipment listed above. Additional equipment will be serviced as specified herein at the rates indicated in Exhibit B-1. Contractor will 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 ensure all personnel performing work under this Agreement are appropriately trained, qualified, and experienced in commercial kitchen equipment installation, modification, plumbing, electrical, and related construction activities applicable to the scope of work.

Upon request by the Contract Manager, Contractor shall provide documentation demonstrating qualifications, certifications, licenses, or relevant experience of personnel assigned to the project.

4. CONTRACTOR’S RESPONSIBILITIES

The Contractor shall provide the following all-inclusive services:

A. STEAMTABLE MODIFICATION

1. Contractor shall provide all labor, supervision, materials, tools, equipment, transportation, permits, disposal services, and incidentals necessary to complete the steamtable modification project at the Skilled Nursing Facility (SNF) kitchen located at the Veterans Home of California – Redding.

• The existing steamtable assembly currently includes both hot food well units and cold well units. Work under this Agreement shall include removal and replacement of the existing cold well units while maintaining the existing hot well units in operation.

• Contractor shall modify the existing countertop, as necessary, to accommodate installation of replacement equipment. Replacement equipment shall consist of stainless steel drop-in hot well units capable of accommodating three (3) additional full-size 12” x 20” x 8” deep food pans or equivalent approved dimensions compatible with the existing steamtable configuration.

• The modified steamtable configuration shall maintain reasonable countertop workspace for food preparation activities and shall integrate with the existing water supply system. Contractor shall assess and perform any necessary drainage, plumbing, electrical, or related utility modifications required to provide a complete and fully operational installation.

• Contractor shall verify all field measurements, dimensions, utility requirements, and installation conditions prior to ordering, fabrication, or installation of equipment.

2. Contractor shall coordinate all work activities with the CalVet Contract Manager or designated representative and shall check in and check out with designated facility personnel during each site visit.

3. A mandatory job walk shall be conducted prior to bid submission. The purpose of the job walk is to allow prospective bidders to inspect existing conditions, verify project requirements, assess utility connections, and obtain information necessary to prepare an accurate bid response. The date, time, and location of the mandatory job walk shall be identified in the solicitation documents.

4. Any proposed replacement equipment or equivalent products shall be submitted to the Contract Manager for review and approval prior to purchase and installation. References to specific manufacturers or equipment types are intended solely to establish minimum functional and performance requirements and shall not be interpreted as restrictive.

5. If required by the solicitation, the successful bidder shall furnish payment and performance bonds in the amounts specified in the solicitation documents and in accordance with applicable provisions of the California Civil Code.

6. Contractor shall complete all demolition, construction, modification, installation, reconnection, startup, testing, and restoration activities necessary to provide a complete and fully operational steamtable system in accordance with manufacturer specifications, applicable codes, and this Agreement.

7. Contractor shall remove and legally dispose of all debris, rubbish, packaging, demolition materials, and waste generated as a result of the work performed under this Agreement. The worksite shall be maintained in a clean and safe condition throughout the duration of the project.

8. Contractor shall be responsible for disconnecting and reconnecting all plumbing, electrical, mechanical, drainage, piping, wiring, ductwork, and associated utility systems necessary to complete the work. All systems impacted by the work shall be restored to operational condition equal to or better than the condition existing prior to commencement of work.

9. Contractor shall coordinate all required utility or system shutdowns with the CalVet Project Manager prior to interruption of service. Restrictions may apply regarding the timing and duration of shutdowns in order to minimize operational impacts to the facility.

Where necessary, Contractor shall provide temporary utility services or implement temporary operational measures to maintain essential facility operations during approved shutdown periods.

10. All work performed under this Agreement shall comply with applicable federal, state, and local laws, regulations, codes, and industry standards, including but not limited to the current editions of the California Building Code (CBC), California Fire Code (CFC), California Electrical Code (CEC), California Mechanical Code (CMC), California Plumbing Code (CPC), and applicable NFPA standards.

11. Upon completion of work, Contractor shall perform operational testing and provide a final walkthrough with the Contract Manager or designated representative to verify proper installation, functionality, and completion of all required work.

5. PROJECT SCHEDULE/PERFORMANCE REQUIREMENTS

A. Contractor shall commence work only upon receipt of written authorization from CalVet.

B. Contractor shall provide an estimated project schedule within ten (10) business days after Notice to

Proceed.

C. All work shall be completed within the timeframe established in the executed Agreement unless otherwise approved in writing by CalVet.

D. Delays impacting project completion shall be immediately reported to the Contract Manager in writing.

6. ACCEPTANCE CRITERIA

A. Final acceptance of work shall occur only after:

1. All work has been completed in accordance with the Agreement.

2. Equipment is fully operational and successfully tested.

3. All affected utilities and systems are restored to normal operation.

4. Work areas are cleaned and free of debris.

5. Required permits, inspections, and approvals have been completed, if applicable.

6. Any identified deficiencies or punch list items have been corrected.

7. CalVet reserves the right to reject incomplete or non-conforming work.

7. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

A. Contractor must be licensed to conduct business in California.

B. Contractor shall maintain all licenses, permits, certifications, registrations, and approvals required by applicable federal, state, and local laws throughout the term of the Agreement.

C. The prime contractor shall possess a valid and active California Class “B” General Building Contractor license issued by the Contractors State License Board (CSLB). Subcontractors performing specialty trades under this Agreement shall possess all applicable and required CSLB classifications necessary for the work performed, including but not limited to a valid C-20 Warm-Air Heating, Ventilating, and Air-Conditioning Contractor license for any applicable mechanical or ventilation-related work associated with the project.

D. Contractor and all subcontractors performing public works services shall be currently registered with the California Department of Industrial Relations (DIR) pursuant to Labor Code section 1725.5.

E. Contractor shall obtain and pay for all permits, inspections, and approvals necessary to perform the work unless otherwise specified in writing by CalVet.

8. GUARANTEE

Contractor shall guarantee all labor, workmanship, and replacement parts provided under this Agreement for a minimum period of ninety (90) calendar days from the date services are completed, unless a longer manufacturer warranty applies. During the guarantee period, Contractor shall, at no additional cost to the State, correct any defects, deficiencies, or failures resulting from faulty workmanship, improper installation, or defective replacement parts provided by the Contractor.

If equipment serviced under this Agreement fails to operate properly due to work performed by the Contractor during the guarantee period, the Contractor shall respond and perform all necessary corrective services within the response times specified in this Agreement.

This guarantee shall not apply to failures caused by misuse, abuse, vandalism, negligence by the State or third parties, unauthorized modifications, Acts of God, or normal wear and tear unrelated to the Contractor’s work.

The State’s acceptance of work performed shall not relieve the Contractor of responsibility for defective workmanship or materials discovered within the guarantee period.

9. MATERIAL AND REPLACEMENT PARTS

A. Contractor shall furnish all materials, components, equipment, and replacement parts necessary to complete the work required under this Agreement unless otherwise specifically identified in the solicitation documents.

B. All materials, equipment, and replacement parts provided under this Agreement shall be new, commercially manufactured, and suitable for the intended application unless otherwise approved in writing by the Contract Manager. Used, rebuilt, refurbished, or reconditioned materials shall not be utilized without prior written approval from CalVet.

C. Contractor shall be responsible for verifying compatibility of all replacement components, equipment, and materials with the existing steamtable system and facility infrastructure before installation.

D. Any substitution of specified materials or equipment must receive prior written approval from the Contract Manager before purchase or installation. Proposed substitutions shall meet or exceed the functional, dimensional, operational, and performance requirements identified in this Agreement.

E. Contractor shall be responsible for replacement or correction, at no additional cost to the State, of any defective materials, equipment, or installation deficiencies identified during the project or within the applicable guarantee period identified in this Agreement.

F. Any removed equipment, materials, or components designated by the State for retention shall remain the property of the State. All other removed materials shall be removed from the site and legally disposed of by the Contractor in accordance with applicable laws and regulations.

G. The State shall not be responsible for payment for unauthorized materials, equipment, labor, or replacement parts installed without prior approval when approval is required under this Agreement.

10. WORK AREA

Contractor shall maintain all work areas in a safe, clean, and orderly condition at all times while performing services under this Agreement. Contractor shall take reasonable precautions to minimize disruption to the State’s operations, staff, residents, visitors, and equipment.

At the completion of services, Contractor shall remove all tools, equipment, debris, waste materials, and other items associated with the work performed and shall restore the work area to a clean and serviceable condition.

Contractor shall comply with all applicable federal, state, and local safety laws, regulations, and facility safety requirements while performing services under this Agreement.

11. WORKMANSHIP

All work performed under this Agreement shall conform to all applicable federal, state, and local laws, regulations, codes, ordinances, and industry standards in effect at the time services are performed, including but not limited to Titles 17, 19, and 22 of the California Code of Regulations, when applicable.

Contractor shall be responsible for compliance with all applicable laws, codes, rules, regulations, and manufacturer requirements related to the services provided under this Agreement.

All services performed by the Contractor may be inspected by the State upon completion. The State shall have sole discretion in determining the acceptability of the work performed and whether the equipment or services provided meet the requirements of this Agreement. Contractor shall correct any deficient or nonconforming work identified by the State at no additional cost to the State.

12. HEALTH CLEARANCE

A. 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 licensure requirements.

1. Initial and annual tuberculosis (TB) screening.

2. 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 if instructed.

3. Contractor may utilize its own provider at Contractor's own expense.

B. 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.

C. 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.

D. 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.

13. LIVE SCAN CLEARANCE

A. Home policy requires Contractors, Contract’s employees or providers obtain Live Scan Clearance prior to start date of assignment in order to meet State facility licensure requirements. Failure of a Contractor, Contractor’s employees or providers to pass the Live Scan Clearance precludes the individual from providing services at the facility. If, after initial clearance, the Home is notified that the individual is no longer cleared, the individual shall not be allowed to provide services until the Home receives proof of an exemption.

B. Contractor shall be responsible for all costs associated with Live Scan Clearance Contractor, its employees, providers of technicians selected to perform services at the Home.

C. The Home’s Human Resources Office will coordinate fingerprinting in conjunction with the Contractor and the Home’s Live Scan provider. Live scan is the only acceptable form of fingerprinting for the Home.

1. If the Contractor uses its own Live Scan provider, the Contractor shall direct its provider to provide results to the Home using the Home’s facility number.

D. In the event the Contractor or its employees or providers fail to appear for the Live Scan fingerprinting set up by the Home within the prescribed period or on the appointment date, the individual may not be considered for assignment at the Home. The Contractor agrees to be responsible for coordinating the next appointment.

14. INDEPENDENT CONTRACTOR STATUS

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

1. Premium Pay, Overtime Pay, or Holiday Pay

2. Medical Insurance

3. Vacation or Sick Leave

4. Worker’s Compensation

5. Other employee benefits

15. CONTACT INFORMATION

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

1. CalVet Representative/Contract Manager:

Redding California Veterans Home 3400 Knighton Road Redding, CA 96002

2. Contractor Representative:

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.

16. AMENDMENT OPTION

CalVet may execute amendments, subject to applicable laws and approvals, for project completion, unforeseen conditions, or additional work directly related to the original scope of work. The amendment is at the sole discretion of the State, and the rates noted in Exhibit B-1 remain in effect for the term of the contract, including the amendment. No amendment or variation of the terms of the Agreement shall be valid unless made in writing and agreed upon by both parties and approved by DGS (if applicable).

California Department of Veterans Affairs Agreement Number: 25RS0023 Exhibit A-1 Service Specifications TBD

SNF STEAMTABLE MODIFICATION SERVICES

California Department of Veterans Affairs Agreement Number: 25RS0023 Exhibit A-1 Service Specifications TBD

Exhibit B - Budget Detail and Payment Provisions TBD

1. STANDARD BUDGET DETAIL AND PAYMENT PROVISIONS

A. Invoicing and Payment

1. For services satisfactorily rendered, and upon receipt and approval of the invoices, the State agrees to compensate the Contractor for services rendered in accordance with the rates in Exhibit B-1.

2. Invoices shall include the Agreement Number and shall be submitted in not more frequently than monthly in arrears to:

Original Invoice Approval Copy Department of Veterans Affairs CalVet Accounting Office 1227 “O” Street Room 402 Sacramento, CA 95814 APInvoices@calvet.ca.gov

Veterans Home of California – TBD Attn: TBD 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)

California Department of Veterans Affairs Agreement Number:

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 Routine Quarterly Service Annual Services and Testing

Description of Service Hourly Rate Regular Repair (Technician) Hourly Rate Emergency Service – Weekends and Holidays Parts

Exhibit D – Special Terms and Conditions TBD

1. EXCISE TAX

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

2. STATUTORY AND REGULATORY PROVISIONS

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

1) Title XVIII of the Federal Social Security Act

2) Title XIX of the Federal Social Security Act

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

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

5) Health and Safety Code Section 1340 et seq.

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

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

8) All other applicable laws and regulations.

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

3. EXAMINATION AND AUDIT

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

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

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

4. RESOLUTION OF DISPUTES

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

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

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

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

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

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

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

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

7) The Contractor’s desired remedy.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

6. POTENTIAL SUBCONTRACTORS

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

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

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

BUSINESS ENTERPRISE (DVBE) UTILIZATION

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

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

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

8. SUBSTITUTION OF DVBEs

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Public Works.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

9. SMALL BUSINESS OR DISABLED VETERAN BUSINESS ENTERPRISE CERTIFICATION

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

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

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

10. INSURANCE REQUIREMENTS

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

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

2) Professional Liability: (Applies to any contract in which the work is of a professional nature such as, but not limited to, physicians, architects, engineers, accountants, or consultants) Covering any damages caused by an error, omission, or any negligent acts. Limits of not less than $1,000,000 per claim 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. The additional insured endorsement must accompany the certificate of insurance. This does not pertain to professional liability.

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

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

11. RIGHT TO TERMINATE

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

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

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

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

12. FORCE MAJEURE

Neither party shall be liable to the other for any delay in or failure of performance, nor shall any such delay in or failure of,…