26FS0001_-_Exhibits_A-D.pdf

California Department of Veterans Affairs Agreement Number: 26FS0001 Exhibit A - Scope of Work TBD

BACK-UP GENERATOR AND AUTOMATIC TRANSFER SWITCH MAINTENANCE

AND INCIDENTAL REPAIR SERVICES

1. INTRODUCTION/SERVICES

A. The Contractor shall provide services, as specified, to the California Department of Veterans Affairs

(CalVet). The Contractor shall provide services at the Fresno Veterans Home located at 2811 West Cesar Chavez Blvd., Fresno, CA 93706. The Contractor shall provide all labor, materials, staff, transportation, license, permits, and every other item of expense necessary, unless otherwise stated, to provide Generator and ATS Maintenance and Incidental Repair Services, which shall be provided at the Home, upon request and in compliance with the terms of this Agreement.

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

C. Contractor must be able to perform the tasks associated with providing services under the scope of their license. The 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:

Quantity Description of Equipment 1 each Cummins Power Generation Generator

Model 1250DQGAA-662612 Serial 26901A

1 each Automatic Transfer Switch Model BTDCG-6225513 Serial K100167118

1 each Automatic Transfer Switch Model BTPCB Serial A110179305

1 each 8,000-gallon capacity storage tank

2 each Cummins Annunciator Station Model Power Command

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. The Contractor will be notified in writing by the CalVet 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. The Contractor shall provide a service technician who is factory trained on the equipment specified in this Agreement. Contractor shall provide the State with proof of the required training for each service technician providing services under this Agreement. Acceptable proof may be a resume showing experience, training, and factory school completion.

4. CONTRACTOR’S RESPONSIBILITIES

A. The Contractor shall provide the following services:

1) ANNUAL GENERATOR MAINTENANCE SERVICES: All must be accomplished in accordance with the manufacturer’s requirement(s)

1) Intake air filters shall be changed during the term of this Agreement per the generator operator manual. Inspect all components of the air filtering system, including all ducts and hoses. Verify that all connections and clamps are tight and inspect each component for cracks, dents, or other damage. Repair or service as required.

2) The starting system shall be inspected, serviced, and tested per the manufacturer's preventive maintenance recommendations.

3) The Contractor shall ensure that the integrity of all water, oil, and air hoses under pressure is inspected, maintained, adjusted, or replaced as needed.

4) As pertains to the Lubrication System, the Contractor shall inspect all hoses, water jackets, heaters, and oil breather gaskets. The Contractor shall inspect all valve cover gaskets, side pan gaskets, and oil pan gaskets. Lubricate generator bearings front and rear. The recommended lubricant is a lithium-based grease such as Mobilux EP 2, Mobilith AW 2, Shell Alvania R3, or their equivalents. Any leaking gaskets shall be torqued to the manufacturer's specifications. All residuals left due to work performed shall be removed, and the area shall be left clean. Any materials used to perform such cleaning shall be appropriately disposed of.

5) Fuel samples shall be taken from the above-ground tank, and the Contractor shall complete a full-spectrum analysis. Results shall be reported in writing to the CalVet Contract Coordinator.

6) Steam Clean Engine. Overhead Set Adjust if necessary. Check the oil, Heater, Coolant Heater, and Fan Drive Idler Arm Assembly. Cooling Fan Belt Tensioner. Air Compressor Discharge line.

The Contractor shall drain the RGI-type fuel filter with about one quart of fuel to remove debris and sediment. All must be accomplished in accordance with the manufacturer’s requirements.

7) The start time, voltage, frequency (Hz), engine speed (rpm), and battery charging rate shall be verified and recorded. The low oil pressure shutdown function, high water temperature shutdown function, and overspeed shutdown functions shall be checked for proper operation. All crankcase heaters shall be inspected. The results of each inspection shall be recorded.

8) The Contractor shall inspect the smoke stack’s exterior part for rust and peeling paint. If rust and/or peeling paint are found, the stack shall be wire brushed and/or scraped, and a full coat of

High Heat Primer, such as Rust-Oleum 4200 High Heat Primer or equivalent, shall be applied.

Two or more high-heat aluminum coating coats shall be applied to all affected areas.

9) The engine shall be sampled and analyzed by the Contractor. This analysis shall indicate specific contaminants in the fluids. A complete written report of this data shall be forwarded annually or per request to the CalVet Contract Coordinator.

10) The Contractor shall inspect the Generator Exhaust System for undue stress on the turbochargers. The Contractor shall inspect the operation of the exhaust condensate trap. All exhaust supports and structures shall be inspected for integrity, including the mufflers. Insulation materials located where the exhaust exits the generator room shall also be inspected. Also, make sure that exhaust pipes do not heating surrounding areas excessively.

11) Engine oil shall be replaced with 15W-40. Cummins Inc. recommends using high-quality diesel engine oil, such as Valvoline Premium Blue™ or Valvoline Premium Blue Extreme Life™ or their equivalents, and high-quality filters, such as Fleetguard® or their equivalents. The unit shall then be started and all systems inspected for leaks and proper operation. All residuals left due to work performed shall be removed, and the area shall be left clean. Any materials used to perform such cleaning shall be appropriately disposed of.

12) All generator wiring shall be inspected for chafing, burn marks, loose connections, and Megger winding insulation resistance. Circuit breakers, fuses, and load cables shall be inspected for proper operation. All control wiring (i.e., PT's and CT's) shall be inspected. The generator shall be inspected for excess vibration with a vibrometer or dial indicator; ensure proper rotor and bearing clearances, check switchgear, busses, connections, and Megger readings between phases to ground. Findings shall be recorded on each item listed herein and presented to the CalVet Contract Coordinator. The exciter and the flying bridge shall be inspected to ensure each is secure and cleaned to ensure good airflow.

13) The generator/engine shall be load tested. Portable load banks shall be provided by the Contractor and connected as required. The generators shall operate at maximum load for not less than two (2) hours for the years 2026, 2027, and no less than four (4) hours for the year 2028; total unit status shall be checked then. The full load current, engine speed, voltage, and meter accuracy shall be inspected and recorded. A written report shall be given to the CalVet Contract Coordinator.

Load tests shall be performed in accordance with National Fire Protection Association 11 O:

Standard for Emergency and Standby Power Systems and with California Department of Public Health regulations. This should be performed with the available Emergency Power Supply Systems load and tested annually with supplemental loads of all of the following in the following order:

Two (2) hour Load Test for Years 2026 and 2027:

(1) 30 percent of the nameplate rating for 30 minutes

(2) 50 percent of the nameplate rating for 30 minutes

(3) 100 percent of the nameplate rating for 60 minutes.

Four (4) hour Load Test for the Year 2028

(1) 30 percent of the nameplate rating for 60 minutes

(2) 50 percent of the nameplate rating for 60 minutes

(3) 75 percent of the nameplate rating for 60 minutes

(4) 100 percent of the nameplate rating for 60 minutes

14) The Contractor shall remove and replace fuel filter(s) as required per the maintenance schedule during the term of this contract. All fuel lines shall be inspected for leaks and/or brittleness, and all leaks stopped and hoses replaced as needed. The fuel tank level indicators shall be checked for proper operation. If applicable, float switch operation, fuel transfer pump(s), and overflow of the fuel pump system shall be inspected for permissible operations. The fuel tank shall be filtered (fuel polishing) once a year, and additives applied to preserve fuel integrity. All residuals left due to work performed shall be removed, and the area cleaned. Any materials used to perform such cleaning shall be appropriately disposed of.

15) All meters and gauges, transfer switches, etc., shall be calibrated and certified by the Contractor.

Each device shall be appropriately calibrated to the manufacturer's specifications, and the appropriate label affixed to the device as to the date of calibration. A written report of calibration results shall be presented to the CalVet Contract Coordinator immediately following the required annual Tests. Gauges listed below require calibration as described herein. Note: All listed devices must remain within the physical plant and may not be removed from service without the express permission of the CalVet Contract Coordinator. Emergency, 100 percent, the operational capability of all equipment must be provided at all times before, during, and following any testing/calibration/ repairs, etc. The devices to be calibrated are as follows: ·

16) The Contractor shall inspect the entire Cooling System for leaks, rust, and corrosion. A coolant sample shall be taken for lab analyses, including specific gravity. 50% ethylene glycol anti-freeze and 50% water mixture for engine coolant shall be maintained at all times. Cummins recommends using Fleetguard Compleat. The radiator/fan unit, water heaters, elements, and all flexible hoses shall be inspected for proper operation. Fan belts shall be inspected for alignment, adjustment, and wear. Clean the radiator core (external); any debris restricting airflow shall be removed. All grease points shall be greased, and actuator motors inspected.

17) Automatic Transfer Switches; Inspect all controls, meters, switches, mechanism components, interior busswork, and connecting lugs.

18) Automatic Transfer Switches; Inspect busswork and support hardware for carbon tracking, cracks, corrosion, or any other types of deterioration, as well as inspection of all system components such as stationary and movable contacts, system hardware, all control wiring, and power cables for loose connections and signs of wear or deterioration.

19) Automatic Transfer Switches; Perform any appropriate repairs needed to maintain the system in optimal working condition. Lubricate, if required, per manufacturer's specifications. Replace batteries (3V) in the Digital Module/Network Module every two years.

2) SEMI ANNUAL MAINTENANCE: All must be accomplished in accordance with the manufacturer’s requirement(s)

a) Change oil, coolant, and fuel filter

b) Check Supplemental Coolant Additive (SCA) and Antifreeze Concentration.

• Kilovolt Meter

• Kilovar Meter

• Frequency Meter

• ACA meter

• Electronic Tachometer

• Hour Meter

• Generator Transfer Switch

• Kilowatt Meter

• Power Factor Meter

c) Check Zinc Anode and reset CENSE datalogger.

d) Check front engine support brackets and all other engine mounts.

B. REPORTS

1) The Contractor shall compile and submit a comprehensive written inspection report for each service performed. At a minimum, the report shall include: (1) a summary of all inspection findings; (2) identification of any deficiencies or areas of concern; (3) recommended corrective actions; (4) applicable test results and data readings; and (5) supporting documentation, including photographs when relevant. All findings and recommendations shall be consistent with manufacturer specifications and recognized industry standards, codes, and maintenance practices. The report shall be submitted to the CalVet Contract Manager within five (5) business days of service completion.

2) Provide CalVet with any documentation of the equipment inspection and maintenance required for licensing and accreditation purposes.

3) CalVet reserves the right to request the Contractor for additional reports or information as needed.

The report shall be submitted in electronic format and sent via electronic mail as requested by CalVet.

If electronic mail is not available, the Contractor and CalVet Contract Manager shall mutually agree upon arrangements.

C. EMERGENCY SERVICE

1) The Contractor shall provide any necessary emergency repairs upon request from the CalVet

Contract Manager. The Contractor must respond to requests for emergency repairs within four (4) hours of notification from the Home. When possible, emergency repairs will be performed during normal business hours as specified herein. The State may, at its discretion, allow access to the equipment during non-business hours when necessary. If non-emergency repairs are required, the Contractor shall respond within forty-eight (48) hours of notification from the Home.

2) Emergency services provided by the Contractor, if at the specific request of the State, will be compensated for actual hours worked on site at the Contractor’s emergency call hourly rate, as specified in Exhibit B-1, Rate Sheet. Any emergency repair service provided shall be completed on the same working day, unless a written notification of delay is submitted to the CalVet Contract Manager immediately upon diagnosis of equipment deficiency. Any parts requiring replacement will be replaced in accordance with the Parts Replacement section specified herein.

D. INCIDENTAL REPAIR

1) The Contractor shall provide the repair requested or necessary to keep the equipment fully operational. CalVet shall compensate for repairs that are not provided during regularly scheduled maintenance visits, or not covered by the section of the Scope of Work, for actual hours worked on-site at the Contractor’s Repair Hourly Rate as specified in Exhibit B-1, Rate Sheet. Repair service shall be provided upon written request from the CalVet Contract Manager. The Contractor shall respond to requests for repair within twenty-four (24) hours of initial notification. Every effort shall be made to perform the repairs during normal business hours; State holidays and weekends excluded.

CalVet shall, at its discretion, allow access to the Contractor during after-hours as required to repair the equipment. Repairs performed outside of normal business hours shall be approved in advance in writing by the CalVet Contract Manager.

5. PREVAILING WAGES

A. In accordance with the provisions of Labor Code Section 1770 et seq., the Department has determined that the work performed under this Agreement constitutes public work, and the general prevailing wage rates are applicable in the county in which the work is being performed. The applicable prevailing wage rates are those established and published by the Director of Industrial Relations (DIR) and are available at: http://www.dir.ca.gov/oprl/pwd/.

1. The Notice to Contractors stipulates that the prevailing wage rates apply to the classes of labor to be used on this project.

2. The Contractor shall pay all workers performing work under this Agreement not less than the applicable prevailing wage rates for the classification of work performed.

3. Pursuant to Labor Code Section 1776, the Contractor and all subcontractors shall maintain accurate payroll records and submit certified payroll records electronically through the DIR’s electronic Certified Payroll Reporting (eCPR) system. Certified payroll records shall be submitted and made available to the Contract Manager upon request and prior to authorization of payment for work performed under this Agreement.

4. Pursuant to Labor Code Section 1725.5, the Contractor and all subcontractors shall be currently registered with the Department of Industrial Relations (DIR) and shall maintain active registration for the duration of the Agreement. No contractor or subcontractor may perform work under this Agreement unless properly registered with DIR.

B. Both parties shall retain a copy of the applicable prevailing wage rates on file. Copies of the prevailing rate of per diem wages are on file with the California Department of Veterans Affairs and shall be made available to any interested party upon request in accordance with Labor Code Section 1773.2.

C. Pursuant to Labor Code Section 1775, the Contractor and any subcontractor shall, as a penalty to the State or political subdivision on whose behalf the contract is made or awarded, forfeit up to two hundred dollars ($200.00) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed. This provision shall not apply to properly indentured apprentices.

D. Pursuant to Labor Code Section 1813, the Contractor or subcontractor shall, as a penalty to the State or political subdivision on whose behalf the contract is made or awarded, forfeit twenty-five dollars ($25) for each worker employed in the execution of the contract for each calendar day during which the worker is required or permitted to work more than eight (8) hours in any one calendar day or forty (40) hours in any one calendar week in violation of applicable labor laws. The awarding body shall take cognizance of all violations and report them to the Division of Labor Standards Enforcement.

E. Compliance and Enforcement The State reserves the right to monitor compliance with all prevailing wage requirements, including review of certified payroll records. Failure to comply with prevailing wage laws, DIR registration requirements, or certified payroll reporting obligations may result in withholding payments, assessment of penalties, contract termination, and any other remedies available under law.

6. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

The contractor shall have a current and active C-10 license issued by the State of California, business permits, and certification requirements verified and in good standing throughout the term of this Agreement.

The State shall be responsible for permits specific to this equipment, if required, such as the permit with the San Joaquin Valley Air Pollution Control District.

The Contractor shall be responsible for ensuring all required licenses, permits, and certifications for employees are current for the term of this Agreement.

http://www.dir.ca.gov/oprl/pwd/

7. PARTS REPLACEMENT

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

B. The Contractor shall provide all replacement parts costing up to $500 per repair, non-accumulative, which are necessary to keep the equipment performing within the manufacturer’s specifications. Contractor shall complete repairs at no additional charge to the Home. If repairs exceed $500, the contractor is to provide a written estimate to the Contract Manager. If approved, parts shall be billed under the parts allocation outlined in the budget detail (or rate sheet).

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

D. The State assumes no responsibility and shall not reimburse the Contractor for parts ordered by the Contractor and/or labor if the part was installed prior to authorization by the CalVet Contract Manager.

Contractor shall be responsible for the replacement of parts necessitated by the Contractor’s negligence at no expense to the State.

8. WORK AREA

A. While working on equipment, the Contractor agrees to perform services with as little disruption to the

State’s operations as possible.

B. While working on the property, the Contractor will keep the work area clean.

9. WORKMANSHIP

A. All work provided by the Contractor shall conform to the latest requirements of Federal, State, City, and

County regulations. This includes but is not limited to Titles 17, 19, and 22 of the California Code of Regulations. The Contractor is responsible for compliance with all applicable laws, codes, rules, and regulations in connection with work performed under this Agreement. Any services performed by the Contractor will be inspected by the State after completion. The State is solely responsible for determining the acceptability of the work performed and the operability of the equipment.

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. Worker’s Compensation; or

5. Other employee benefits.

11. CONTACT INFORMATION

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

1. CalVet Representative/Contract Manager:

Veterans Home of California - Fresno

TBD

2811 W. Cesar Chavez Blvd.

Phone:

Email:

2. Contractor Representative:

TBD

B. Contract 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 Contract Representative, including name, title, mailing address, phone/fax numbers, and email address. All other changes require a formal written amendment to this Agreement.

Exhibit B - Budget Detail and Payment Provisions TBD

1. STANDARD BUDGET DETAIL AND PAYMENT PROVISIONS

A. Invoicing and Payment

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

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

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

Veterans Home of California – Fresno Attn: TBD 2811 West Cesar Chavez Blvd.

Fresno, CA 93706

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. 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 the 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 Unit Cost Annual (Full Service) Preventive Maintenance for all equipment listed in Exhibit A, including ATS Inspection and ATS full-service maintenance (Exhibit A Section 4.A.1)

Semi-annual service -Preventive maintenance for all equipment listed in Exhibit A (Exhibit A Section 4.A.2)

Inspection with Load Bank ILBT Inspection with 4-hour Load Bank Test (Exhibit A Section 4.A.)

Description of Service Hourly Rate "Non-emergency Service Monday - Friday, 7:30 am to 4:30 pm, excluding state Holidays" Non-Emergency Service After Hours "Emergency Service - Business Hours

Parts Parts, including software needed to interface with the generator (Amount Budgeted for 3 years) $30,000.00

Exhibit C, General Terms and Conditions TBD

1. General Terms and Conditions

A. General Terms and Conditions (GTCs)

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

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

Exhibit D – Special Terms and Conditions TBD

1. EXCISE TAX

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

2. STATUTORY AND REGULATORY PROVISIONS

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

1) Title XVIII of the Federal Social Security Act

2) Title XIX of the Federal Social Security Act

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

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

5) Health and Safety Code Section 1340 et seq.

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

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

8) All other applicable laws and regulations.

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

3. EXAMINATION AND AUDIT

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

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

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

4. RESOLUTION OF DISPUTES

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

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

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

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

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

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

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

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

7) The Contractor’s desired remedy.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

6. POTENTIAL SUBCONTRACTORS

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

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

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

BUSINESS ENTERPRISE (DVBE) UTILIZATION

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

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

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

8. 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…