26CRY008_-_Exhibits_A-E.pdf

California Department of Veterans Affairs Agreement Number: 26CRY008 Exhibit A - Scope of Work TBD

TEMPORARY RELIEF SPEECH PATHOLOGY SERVICES

1. INTRODUCTION/SERVICES

A. The Contractor shall provide Speech Pathology Services to the California Department of Veterans Affairs

(CalVet) for the benefit and care of the Veterans Home Residents. The Contractor shall provide all labor, materials, staff, licenses, permits, and every other item of expense necessary to perform services, unless otherwise stated. Services shall be provided at the Yountville Veterans’ Home.

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

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

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

Agreement until written approval has been obtained from CalVet Contract Manager 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. CONTRACTOR’S RESPONSIBILITIES

A. Services and all requirements as stated below and as required by law shall be provided by the Contractor, at the request of the Chief Medical Officer (CMO), Contract Manager, or designee.

B. The Contractor must meet the requirements and have the ability to provide services for the Home’s Residents adequately. The Contractor may use Providers to perform services who meet the requirements specified in this Agreement. The Contractor must provide the State with proof of any required training, licenses, permits, certifications, and any other documents required by law, including documents for each Provider performing services under this Agreement.

C. Services shall include, but are not limited to:

1. The Contractor shall notify, arrange, and meet with the Contract Manager to implement policies and procedures for the administration of the contract.

2. The Contractor shall notify, arrange, and participate in quarterly performance meetings with the Contract Manager to discuss staffing, resident care issues, contract performance, and any corrective actions, if applicable, with the Contract Manager to discuss the Contractor’s performance under the terms and conditions and provisions of the contract.

3. The Contractor shall:

a. Complete an initial speech-language evaluation for each authorized referral within one (1) business day of the scheduled evaluation unless otherwise directed by the Home.

b. Develop an individualized treatment plan consistent with physician orders and resident needs.

c. Provide recommendations to the treating physician when additional treatment or changes in care are clinically indicated.

d. Perform therapy services in accordance with accepted standards of practice and all applicable

State and federal regulations.

4. The Contractor agrees to provide services in accordance with the health standards, policies, and procedures of the Home and in compliance with the requirements of Title 22, California Code of Regulations (CCR).

D. Services shall be provided during the scheduled hours approved by the Contract Manager. The Contractor shall ensure that scheduled appointments are completed unless canceled by the Home or due to circumstances beyond the Contractor's control to meet the needs of residents at the Home.

E. The Contractor shall have a telephone number and a contact person available by telephone during the Contractor's normal business hours for the duration of the contract.

F. The Contractor and Provider shall ensure that all ordered services have prior authorization in accordance with the Home and are mutually agreed upon between the CMO, Contract Manager, or designee, and the Contractor.

G. The Contractor shall acknowledge the request within two (2) hours and, when accepted, provide the requested Provider within twenty-four (24) hours unless another timeframe is mutually agreed upon by the Contract Manager.

H. The Contractor/Provider shall ensure resident medical record information is maintained as

“CONFIDENTIAL” and shall be held in trust and confidence. Information shall be used only for the purposes contemplated under this contract.

I. The Contractor/Provider shall obtain prior authorization from the Home's CMO, SNF Administrator, Contract Manager, or designee before referring a resident for services outside the scope of this Agreement. Any authorized referral shall be made only to a provider or contractor designated or approved by CalVet. Prior Authorization Documentation shall include, but is not limited to, the following:

1. Veterans Home referral process

2. Resident progress notes/summary pertinent to the reason for referral.

J. Reports

The Contractor shall complete and maintain the following documentation:

1. Initial evaluations

2. Treatment plans

3. Progress notes

4. Discharge summaries, when applicable

5. Physician recommendations

All documentation shall be entered into the electronic medical record by the end of the Provider's scheduled shift unless otherwise approved by the Home.

3. CONTRACTOR DELIVERABLES

A. The Contractor shall provide the following deliverables for each resident receiving services.

1. Initial Evaluation

2. Individual Treatment Plan

3. Therapy Progress Notes

4. Physician Recommendations

5. Discharge Summary (when applicable)

6. Documentation in the electronic medical record

7. Attendance at interdisciplinary meetings when requested

4. CONTRACTOR/PROVIDER’S QUALIFICATIONS

A. The Contractor/Providers must have the required licenses, insurance, permits, and/or certifications noted herein.

B. Resident health care is of paramount importance. Accuracy in communications is critical to ensure that timely, correct care is provided. Therefore, any Provider(s) providing services through this Agreement must be able to communicate effectively with CalVet.

C. Any Provider who fails to meet the qualifications as outlined in Exhibit A-1 Service Specifications shall not be permitted to perform service. The Home’s CMO, SNF Administrator, Contract Manager, or designee, shall state in writing the reason(s) the Provider does not meet qualifications. After notification of failure to meet qualifications has been provided, CalVet shall not pay the Contractor for additional services identified as not meeting the qualifications.

5. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

A. Prior to providing services specified in this Agreement, Contractor or Contractor’s Provider shall possess and maintain throughout the term of this Agreement all licenses, permits, and certification requirements.

B. If, during the course of this Agreement, any of the licenses and/or requirements are found to be inactive or not in compliance, CalVet may withhold payment for services rendered during the expiration period and/or immediately terminate this Agreement.

C. Assume responsibility for verifying, through the appropriate licensing boards, that no current or unresolved adverse actions have been taken by the State licensing authorities against any Provider(s) assigned to CalVet, and that all licenses are active and void of misconduct. CalVet may, at its discretion, verify the current status of Provider(s) assigned.

6. REQUEST FOR SERVICES

A. Services may be provided Monday through Friday 8:00 am to 4:30 pm, on an as-needed basis, in accordance with CalVet policies and procedures, to ensure the best quality of treatment to meet the needs of residents at the Home.

B. Contractor shall have a telephone number and a contact person available by telephone Monday through

Friday 8:00 am to 4:30 pm for the duration of the contract. The initial contact will be by telephone;

however, CalVet will make every attempt to follow up with an email.

C. The State reserves the right to award multiple Agreements for backup purposes. When Temporary/Relief

Provider services are needed, the Home shall first contact the Rank 1 Contractor. If the Rank 1 Contractor declines the request, fails to respond within the required response time, or is unable to fully meet the Home's staffing needs, the Home may contact the Rank 2 Contractor. This process shall continue in rank order until the Home's staffing needs have been met.

When operational needs require more than one Provider or when a higher-ranked Contractor is only able to partially fulfill the request, CalVet may contact one or more lower-ranked Contractors to meet the remaining staffing needs. Acceptance of services from a lower-ranked Contractor under these circumstances shall not affect the established ranking of awarded Contractors.

If the required response time has elapsed and the Home has not begun contacting the next-ranked Contractor, CalVet reserves the right to accept a response from a lower-ranked Contractor when doing so is necessary to avoid a disruption in resident care or meet operational needs.

7. RESPONDING TO A REQUEST FOR SERVICES

A. The Contractor shall respond to a request for services within a two (2) hour response time unless otherwise stated by the Home. CalVet may extend the response time at the discretion of the Contract Manager or designee, dependent upon the urgency of the request for services. The response time shall be included on the request for service. The Contractor shall respond to the Home’s request for services within the stated response time AND submit the following documents:

1. Provider’s current Resume/Curriculum Vitae, which shall include the following information:

a. All education, including name and location of university or college, business, correspondence, trade, or service school; course of study; units completed (semester/quarter); diploma, degree, or certificate obtained; and date completed;

b. All relevant work history, including classification/job title, job duties performed, “to and from” dates (month and year), and any other information necessary to determine the qualifications of Providers;

c. Name of organization for which work was performed;

d. Supervisor name and contact information for each job;

e. If the applicant has provided services to CalVet previously, the Provider must include the name of the specific Home, to and from dates of service, and the immediate supervisor’s full name and telephone number; and

f. At least two (2) professional references and their contact information.

Note: Contact information shall be current and have a valid telephone number and/or e-mail address.

2. Copies of any current and valid license(s), permits, and/or certification(s) as stated and as required by law. (Refer to Exhibit A-1, Service Specifications, for requirements.)

B. Responses to phone and e-mail inquiries without the requested documents may be deemed as non-responsive, and the next-ranked Contractor(s) will be contacted.

8. CANCELLATION OF REQUESTED SERVICES

A. The Home reserves the right to cancel a scheduled Provider assignment at any time due to changes in operational needs, resident census, staffing levels, or other circumstances.

B. The Home will make reasonable efforts to notify the Contractor as soon as practicable when a scheduled assignment is canceled.

C. No payment shall be made for canceled assignments when the cancellation occurs prior to the Provider reporting to the Home for the scheduled assignment.

D. If the Provider has reported to the Home as scheduled and the assignment is canceled by the Home before services are performed, compensation, if any, shall be limited to the actual hours worked, if applicable, and shall not exceed the hourly rate(s) set forth in Exhibit B-1. The Contractor shall not be entitled to cancellation fees, minimum-hour guarantees, travel costs, or any other additional compensation unless expressly authorized in writing by the Contract Manager.

9. PERFORMANCE STANDARDS

The Contractor shall:

A. Maintain all required licenses, certifications, and credentials throughout the contract term.

B. Respond to requests for services within the required response time.

C. Provide qualified Providers meeting all minimum qualifications.

D. Complete all required resident documentation within Home-established timelines.

E. Comply with all applicable Home policies and procedures.

F. Maintain confidentiality in accordance with applicable federal and State laws.

G. Notify the Contract Manager immediately of any staffing issue that may affect service delivery.

10. 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 CalVet or the State, including, but not limited to, the following:

1. Premium Pay, Overtime Pay, or Holiday Pay

2. Medical Insurance

3. Vacation or Sick Leave

4. Workers’ Compensation

5. Other employee benefits

11. CONTACT INFORMATION

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

1. CalVet Home Representative/Contract Manager:

Veterans Home Yountville

TBD

100 California Drive / Rehabilitation Services Yountville, CA 94599

2. Contractor Representative:

TBD

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

12. AMENDMENT OPTION

The State may, at its sole discretion, execute a written amendment to increase funding when documented exceptional and unanticipated circumstances result in higher-than-anticipated usage of services necessary to meet immediate operational needs. Any amendment shall be limited to services within the original scope of work and shall not alter the intent, nature, or competitive basis of the Agreement as originally solicited and awarded. Rates set forth in Exhibit B-1 shall remain firm for the entire term of the Agreement, including any approved amendment(s), and no rate increases shall be permitted unless specific language to allow rate changes is included in the contract. All amendments must be in writing, signed by both parties, and are subject to all applicable State contracting laws, regulations, and approval requirements, including approval by the Department of General Services (DGS), if applicable.

Exhibit A-1 – Service Specification TBD

TEMPORARY/RELIEF

SPEECH-LANGUAGE PATHOLOGY SERVICES

1. PROVIDER’S QUALIFICATIONS

A. Providers assigned to CalVet must have the minimum experience/education outlined below:

1. Speech-Language Pathologist – Experienced and Entry Level

a. A current and valid license issued by the Speech-Language Pathology Board in order to practice Speech Pathology in the State of California.

b. Education: Graduation from an approved Speech-Language Pathology program accredited by the Council on Academic Accreditation in Audiology and Speech-Language Pathology (CAA) of the American Speech-Language-Hearing Association (ASHA) and completion of all Clinical Fellowship requirements for a Certificate of Clinical Competence.

B. All Providers must have the required licenses, permits, and/or certifications noted herein. (Refer to Exhibit

A-1, Section 2 – Licenses, Permits, and Certification Requirements for details.)

C. Resident health care is of paramount importance. Accuracy of communications is critical to ensure that timely, correct care is provided. Therefore, any Provider(s) providing services through this Agreement must be able to communicate effectively with CalVet.

D. Any Provider(s) who fail to meet the minimum qualifications shall not be permitted to perform service.

The Home’s CMO, SNF Administrator, Contract Manager, or designee, shall state in writing the reason(s) the Provider does not meet minimum qualifications. After notification of failure to meet minimum qualifications has been provided, CalVet shall not pay the Contractor for additional hours worked by the Provider identified as not meeting the minimum qualifications.

2. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

Prior to providing services as outlined in this Agreement, Contractor shall:

A. Ensure that each Provider shall possess and maintain all current and valid licenses, permits, and certifications throughout the term of this Agreement for each classification noted below:

1. Speech-Language Pathologist – Experienced and Entry Level:

A current and valid certificate issued by the American Speech-Language-Hearing Association, including a Certificate of Clinical Competence issued by the American Speech-Language-Hearing Association (ASHA), and a current and valid license issued by the California Speech-Language Pathology and Audiology and Hearing Aid Dispensers Board (SLPAHADB) in order to perform services in the State of California.

B. Provide copies of any required license(s), permits, and/or certification(s) for each Provider to the Home’s

CMO, SNF Administrator, Contract Manager, or designee, to be kept on file at the Home throughout the term of this Agreement. Contractor shall ensure that all required licenses, permits, certifications, and any other requirements outlined herein are current and in effect at all times during the term of this Agreement.

C. Provide current/renewed license(s), permit(s), and/or certification(s) to CalVet not less than thirty (30) calendar days prior to their expiration. If, during the course of this Agreement, any of the licenses and/or requirements are found to be inactive or not in compliance, CalVet may withhold payment for services rendered during the expiration period and/or immediately terminate this Agreement.

D. Assume responsibility for verifying, through the appropriate licensing boards, that no current or unresolved adverse actions have been taken by the State licensing authorities against any Provider(s) assigned to CalVet, and that all licenses are active and void of misconduct. CalVet may, at its discretion, verify the current status of Provider(s) assigned.

E. Maintain current Cardiopulmonary Resuscitation (CPR) and Basic Life Support (BLS) certification for each Provider at Contractor’s expense.

3. PROVIDER’S RESPONSIBILITIES

Under the direction of the Home’s SNF Administrator, Contract Manager, or designee, Provider shall provide services as permitted within the scope of practice for Physical, Occupational, or Speech Therapy Services in accordance with CalVet/Home policies and procedures.

A. Duties/Responsibilities shall include, but are not limited to:

1. Speech-Language Pathologist (Experienced and Entry Level):

a. Perform care consistent with the scope of licensure and in accordance with the CalVet Home policies and procedures, and consistent with generally accepted Speech Pathology practices.

Care provided must be sufficiently complex and consistent with the unique skills of a speech therapist.

b. Provide Speech Therapy services pursuant to a consultation prescribed by the resident’s physician.

c. Provide an initial assessment/evaluation on each referral, which includes the nature and extent of impairment, complete and document an individualized treatment plan following each initial evaluation in accordance with Home policy, and be responsible for communicating the treatment plan to the Resident and any relevant medical personnel.

d. Provide an initial assessment/evaluation and treatment related to dysphagia and swallowing impairments.

e. Complete all required evaluations, progress notes, treatment documentation, and discharge summaries in the electronic medical record before the end of the Provider's scheduled shift unless otherwise approved by the Home, or assessments/evaluations and progress notes utilizing CalVet-approved documentation forms in the Resident’s chart.

f. Maintain complete, accurate, and timely documentation for each resident in accordance with CalVet policy, applicable Medicare requirements, Title 22, and Department of Public Health regulations, on all residents referred for services. Records are to be kept in accordance with CalVet – VHY policies, Department of Public Health, USDVA, and Medicare Standards.

g. Participate in staff meetings, care conferences, and other resident care meetings as requested by the Home to discuss resident treatment plans, therapy progress, discharge planning, and other resident care issues. The Provider shall actively participate in discussions and provide clinical recommendations within the scope of their licensure.

h. Attend interdisciplinary team (IDT) meetings, when requested by the Home, to collaborate with physicians, nursing staff, rehabilitation staff, and other members of the resident care team regarding resident assessments, treatment plans, progress, and discharge planning.

i. Provide in-service education to Home staff and, when appropriate, resident family members or responsible parties regarding speech-language pathology services, treatment recommendations, communication strategies, swallowing precautions, and other therapy-related topics when requested by the Contract Manager, SNF Administrator, or designee.

j. Participate in appropriate in-service educational training programs

k. Participate in departmental special assignments pertaining to therapy services.

l. Complete all assigned duties within the timelines established by the Home and document completion in accordance with Home policies and procedures.

B. Provider shall wear an identification badge which includes the name of the Contractor, the Provider’s name, and a photo ID. This badge shall be worn at all times while on the grounds of the Veteran’s Home.

C. Provider shall ensure resident medical record information is maintained as “CONFIDENTIAL” and shall be held in trust and confidence. Information shall be used only for the purposes contemplated under this contract.

D. Provider shall obtain the approval and authorization from the primary care physician through the CMO, SNF Administrator, Contract Manager, or designee, prior to referring the resident to other health care/medical vendors/contractors. Referral shall be made only to those health care/medical vendors/contractors set forth on the Home’s health care/medical vendor/contract list.

E. Prior Authorization Documentation shall include, but is not limited to, the following:

1. Veterans Home rehabilitation referral process.

2. Resident progress notes/summary pertinent to the reason for referral.

F. Equipment and/or supplies owned or customarily stocked by the Home and which are necessary for therapeutic services may be used by the Provider. If the lack of equipment and/or supplies creates a limitation to services requested, the Provider shall make a recommendation to the CMO, SNF Administrator, Contract Manager, or designee, identifying equipment or supplies necessary for treatment.

The Provider will not procure equipment or supplies and expect reimbursement from the Home/CalVet.

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 no 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 – Yountville Attn: TBD 260 California Drive Yountville, CA 94599

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

Exhibit B - Budget Detail and Payment Provisions TBD

5) CalVet location where services were performed

6) Contract/Agreement Number

7) Date(s) of Service

8) Total dollar amount being billed

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

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

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

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

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

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

Exhibit B-1, Rate Sheet TBD

RATE SHEET

The Contractor must be able to provide the services listed below. 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 Rate Per Hour Speech Pathology Services

Exhibit C - General Terms and Conditions TBD

1. General Terms and Conditions

A. General Terms and Conditions (GTCs)

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

These documents may also be viewed at the California Department of General Services website:

https://www.dgs.ca.gov/-/media/Divisions/OLS/Resources/GTC-Updates/GTC-225-February- 2025.pdf https://www.dgs.ca.gov/-/media/Divisions/OLS/Resources/GTC-Updates/GTC-225-February-2025.pdf https://www.dgs.ca.gov/-/media/Divisions/OLS/Resources/GTC-Updates/GTC-225-February-2025.pdf

Exhibit D – Special Terms and Conditions TBD

1. EXCISE TAX

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

2. STATUTORY AND REGULATORY PROVISIONS

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

1) Title XVIII of the Federal Social Security Act

2) Title XIX of the Federal Social Security Act

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

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

5) Health and Safety Code Section 1340 et seq.

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

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

8) All other applicable laws and regulations.

B. Any provision of this Contract in conflict with the applicable laws and regulations is hereby amended to conform to the provisions of those laws and regulations. Such amendment of the Contract shall be effective on the effective date of the statutes or regulations necessitating it, and shall be binding on the parties even though the amendment may not have been reduced to writing and formally agreed upon and executed by the parties. If, due to an amendment in laws or 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, prescription 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 a 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)…