26LS0004_-_All_Exhibits.pdf

California Department of Veterans Affairs Agreement Number: 26LS0004 Exhibit A - Scope of Work TBD

UNARMED SECURITY GUARD SERVICES

1. INTRODUCTION/SERVICES

A. Contractor shall provide Unarmed Security Guard services to the California Department of Veterans Affairs

(CalVet)-Lancaster. Contractor shall provide services at the Veterans Home (Home) located at 45221 30th Street West, Lancaster, CA 93536. Contractor shall provide all labor, supervision, wages, employee benefits, payroll taxes, transportation, uniforms, equipment, licenses, permits, Live Scan clearances, training, and all other items necessary to perform the services described in this Agreement.

B. All work shall be coordinated and approved by the CalVet Contract Manager (Contract Manager) or designated representative. Services shall be available and performed 24 hours per day, seven days per week, including weekends and on State holidays. Any and all services performed outside the scope of this Agreement or not approved by the Contract Manager, or designated representative, will be at the sole risk and expense of Contractor.

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

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

2. MINIMUM QUALIFICATIONS

Contractor shall ensure that all the written documents regarding minimum qualifications of all the security guards assigned under the provisions of this Agreement meet the criteria listed below. All documentation must be kept on file at the Contractor’s place of business.

A. Contractor’s security guard must meet the following qualifications prior to their initial assignment:

1. Security guards shall possess a high school diploma or G.E.D. equivalent, and shall have the ability to speak, read, and write the English language; understand and carry out oral and written directions, write accurate and clear reports; and monitor environmental and electronic security systems.

2. Security guards assigned to work under this Agreement shall have a physical examination within six months of their assignment and must be in good physical condition, which enables him/her to perform the full range of security work. Security guards must be fully capable of performing work which requires moderate to arduous physical exertion under either normal or emergency conditions. Security guards shall possess a good distance vision in each eye corrected to 20/30 on the Snellen chart.

Security guards shall have normal fields of vision, good depth perception, close vision correctable to Jaeger number 4 type test of both eyes, and the ability to distinguish basic colors. Any hearing loss is not to exceed 30 decibels in both ears or 35 decibels in the poorer ear.

3. At Contractor’s expense, all the security guards assigned under this Agreement shall successfully pass a pre-employment drug screen examination within six (6) months of their assignment and have Live-Scan FBI/DOJ clearance. The screen must have the ability to detect the use of marijuana, cocaine, heroin, amphetamines, opiates, and benzodiazepines. CalVet has the right to inspect the drug examination results.

4. Security guards shall be mentally alert and capable of exercising good judgment, implementing instructions, and assimilating necessary specialized training.

5. Security Guards shall have a negative TB test.

B. CONDUCT

Substandard performance of any kind shall not be allowed. CalVet reserves the right to refuse or reject any assigned security guard, who, in CalVet ‘s belief, fails to meet the minimum requirements set forth in this Agreement for any lawful reason, including but not limited to performance concerns, lack of attentiveness, or conflicts with CalVet personnel. If a security guard is deemed unfit while on duty, Contractor shall make every effort to replace that security guard as soon as possible, but within two hours following the notification.

Contractor shall replace such security guard with a security guard who meets all CalVet requirements as set forth in this Agreement.

1. Contractor shall maintain a pool of security guards who have the required training and are approved by

CalVet to serve as replacement security guards. Contractor will be responsible for ensuring that replacement security guards are appropriately trained. Under these circumstances, Contractor is responsible for any additional payment to security guard required to work overtime.

3. CONTRACTOR’S RESPONSIBILITIES

The Contractor shall provide Unarmed Security Guard Services 24 hours per day, seven days per week, including holidays, to the buildings and grounds of the Veterans Home of Lancaster. These procedures may be modified as needed by Contractor and the Home. Such modifications must be mutually agreeable by both parties. Contract Manager will notify Contractor for the request of service and the number of guard(s) needed.

Contractor shall respond to request for guard(s) within two hours for the facility and have sufficient qualified personnel available within two hours of notification from Lancaster Contract Manager.

Contractor shall provide staffing levels as required by the Home’s Contract Manager or designee. The Contract Manager or designee shall determine required staffing levels, request coverage, and approve all assignments.

Lancaster Home Security Guards work in three shifts each day, traditionally in eight-hour shifts. Schedule modifications may be made by Contract Manager. Breaks will be provided in accordance with California Law.

Eight-hour shifts shall include a paid 30-minute meal period. Shifts exceeding eight hours shall include ½ hour unpaid meal period, unless otherwise required by the law. Contractor shall provide, at a minimum, two security staff per 8-hour shift, except when the Home has given advance approval for one guard per shift as adequate to meet operational need.

A. ROUTINE SERVICES:

1. Provide security guards for scheduled coverage upon request and approval for vacant shifts with a minimum of two security guards per shift, unless otherwise stated by the Contract Manager or designee.

2. Contractor shall maintain patrol logs for all patrol activities performed under this Agreement. Patrol logs shall, at a minimum, document the date, time, the security guard's name, the patrol location or area inspected, observations made, incidents identified, and any corrective actions taken. Copies of all patrol logs for the invoiced period shall be submitted electronically with the monthly invoice. CalVet reserves the right to request additional documentation related to patrol activities, incidents, or security operations performed under this Agreement.

3. Contractor shall provide sufficient supervisory oversight to ensure staffing requirements are met, security guards report as scheduled, patrols are completed, incident reports are submitted when required, and all contract requirements are followed throughout each assigned shift

4. The Contract Manager will perform oversight in various supervisory responsibilities, including inspecting and ensuring that security guards comply with all contract requirements. The contractor will be responsible for disciplining security guards when necessary. The Contract Manager will inform the

Contractor of violations and provide the Contractor with a memorandum for documentation needed for disciplinary action.

5. Contractor shall provide a 24-hour phone number to the State so that State personnel may report poor work performance, unsatisfactory work habits, or other problems to the Contractor immediately.

6. Contractor shall ensure continuous, uninterrupted coverage for all scheduled assigned posts and shifts, and under no circumstance shall any post be left unattended without prior approval from the Contract Manager or designee.

B. NON-ROUTINE SERVICES

1. Contact Los Angeles County Sheriff’s Office and the California Highway Patrol (CHP) if evidence of vandalism or trespassing is observed; remain on-site until Sheriff or CHP arrive; hold all apprehended suspects for Sheriff or CHP questioning. Assist the Sheriff or CHP with the investigation by providing patrol logs and/or security officer statements, etc., as requested by the investigating officers. Any incident which results in Contractor’s personnel contacting emergency services, including but not limited to, police, fire or medical, the Contractor shall, no later than the next business day, contact the State’s Contract Manager, or designee. Within three business days after the incident, Contractor shall provide contract manager with a written summary of the incident.

2. Contractor’s guards shall immediately contact local law enforcement or emergency personnel by calling 911 (or 9-911 if calling from a state telephone) in the following cases:

a. Assault, burglary, robbery, vandalism, or any suspicious activities;

b. A seriously injured or ill person, i.e., heart attack, stroke, seizure;

c. Fire or smoke;

d. Any other conditions as identified by Contract Manager, or designee.

3. Contactor’s Guards shall complete the appropriate report for each occurrence as required.

C. STANDARDS OF CONDUCT

1. Contractor shall ensure that all Security guards assigned under the provisions of this

Agreement meet the following standards of conduct and appearance:

a. Security guards shall maintain clean, neat appearance and courteous attitude.

b. Security guards shall keep their uniforms in good condition, cleaned and pressed, and shall wear

Contractor’s complete uniform while on duty.

c. Security guards shall keep all equipment clean and in good condition.

2. Security guards shall not:

a. Leave their area of responsibility.

b. Use state telephones or any other state-owned electronic equipment for anything other than state business.

c. Carry on their person any firearms, batons, handcuffs, knives, saps, brass knuckles, stun-gun, Taser, oleoresin capsicum (pepper) spray or any tear gas agent. “On their person” shall include, but not be limited to, the employee’s vehicle or locker on the Home property.

d. Entertain personal visitors.

e. Listen to radios, police scanners, or any other audio medium that is not directly job-related.

f. Watch television and/or play video games.

g. Read any materials which are not job-related.

h. Sleep while on duty.

i. Use or tamper with equipment such as computers, calculators, fax machines, etc., not necessary for the performance of security guard services.

j. Use any employee workstation other than those designated for the Security Guard’s use.

k. Be under the influence of illegal drugs or alcohol.

l. Be under the influence of any prescribed or other over-the-counter medications which inhibit job performance.

m. Display a discourteous, abrupt, abrasive, or belligerent attitude.

n. Fraternize with State employees or members of the public.

o. Present themselves, or identify themselves, as employees of the State of California.

p. Express or interpret policies, statements, and/or opinions of the State to the media or the public.

D. BACKGROUND CLEARANCE:

1. Background clearance involving fingerprinting is required by Home policy of state employees, contract employees and volunteers in order to meet state facility licensure requirements.

a. The Home’s Personnel Office will coordinate fingerprinting at the local Live-Scan site. Live-Scan is the only acceptable form of fingerprinting for the Home. The Home will bear the one-time cost of fingerprinting fees for Contractor or Contractor’s employee(s) selected to perform services at the Home only when the Contractor or Contractor’s employee(s) utilizes the Live-Scan site recognized by the Home.

b. In the event the prospective Contractor or Contractor’s employee(s) fails to appear for the Live- Scan fingerprinting within the prescribed period or appointment, the individual will not be considered for assignment at the Home.

c. Contractor shall be solely responsible for the cost when selecting an alternate Live-Scan site. The Home’s Personnel Office must receive the Live-Scan results prior to approving assignment to the Home.

2. Contractor shall be responsible for the safe operation of golf carts or other vehicles assigned by the

Home during their use. Only use authorized by the Home shall be permitted.

3. Contractor shall be responsible for the safe operation of State-issued radio communication devices, cellular and hand-set telephones, security devices such as cameras, monitors, and video recorders, and computer hardware and accessories.

4. WAGE AND BENEFITS

Contractors shall comply with all applicable federal, state, and local labor laws, regulations, wage orders, and employment requirements.

Contractor shall comply with Government Code section 19134 and the employee compensation, and employee benefit requirements identified in Exhibit B-2, GC 19134 Employee Wage and Employee Benefits.

Contractor shall ensure that all employees performing services under this Agreement receive wages and employee benefits, or cash-in-lieu of benefits, in accordance with the requirements established by the California Department of Human Resources (CalHR) and identified in Exhibit B-2.

The hourly rates submitted under this Agreement shall be fully burdened rates. They shall include all costs associated with the performance of the services, including but not limited to wages, employee benefits, payroll taxes, workers' compensation insurance, unemployment insurance, supervision, training, uniforms, equipment, overhead, profit, and administrative expenses.

Contractor shall maintain records demonstrating compliance with Government Code section 19134 and shall provide such records to CalVet upon request.

Failure to comply with Government Code section 19134 or Exhibit B-2 shall constitute a material breach of the Agreement and may result in contract termination or other remedies available to the State.

A. Employee Wage and Benefit Documentation

Contractor shall maintain payroll records sufficient to demonstrate compliance with Government Code section 19134 and Exhibit B-2. Upon request, Contractor shall provide wage and benefit documentation, payroll records, and employee classification information to CalVet. Contractor shall submit the monthly employee wage and benefit reporting required by Exhibit B-2 with each invoice

5. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

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

Contractor employees providing services under this Agreement must be registered with the California Department of Consumer Affairs, Bureau of Security and Investigative Services, as a Security guard. The Security guards must always carry with him/her the permanent Security guard registration ensuring the continued currency of all required registrations, licenses, and/or permits required of their employees.

Temporary Security guard cards are not acceptable.

All Security guards must have at the time of assignment and carry in their possession while on duty, a valid California Driver License or a California Identification Card issued by the Department of Motor Vehicles.

6. WORK AREA

While working, Contractor agrees to perform services with as little disruption to the CalVet’s operations as possible.

7. FACILITY ORIENTATION

A. Upon assignment or initiation of services, Contractor shall coordinate with the Contract Manager for conducting staff facility orientation to include but not limited to building safety, discrimination and harassment.

8. TRAINING

A. All site-specific training required by Veterans Affairs shall be provided by Veterans Affairs at no cost to the

Contractor.

B. Contractor shall provide all training required by federal, state, and local laws and regulations, including all training required by the Bureau of Security and Investigative Services (BSIS), at no cost to CalVet.

9. WORKMANSHIP

All work provided by Contractor shall conform to the latest requirements of Federal, State, City and County regulations. This includes but is not limited to Titles 17, 19 and 22 of the California Code of Regulations.

Contractor is responsible for compliance with all applicable laws, codes, rules and regulations on connection with work performed under this Agreement. Any services performed by Contractor will be inspected by the Contract Manager after completion. CalVet Contract Manager is solely responsible for determining acceptability of the work performed and the operability of the equipment.

10. INDEPENDENT CONTRACTOR STATUS

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

1. Premium Pay, Overtime Pay, or Holiday Pay

2. Medical Insurance

3. Vacation or Sick Leave

4. Worker’s Compensation

5. Other employee benefits

11. CONTACT INFORMATION

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

1. CalVet Home Representative/Contract Manager:

Veterans Home of California – Lancaster Contract Manager: TBD Address: 45221 30th Street West Lancaster, CA 93536 Phone: TBD

TBD

2. Contractor Representative:

TBD

B. Agreement Representatives, addresses, and phone/fax numbers may be changed by issuing a 20-day prior written notification and shall not require a formal amendment to this Agreement. The notifying party shall provide complete contact information for the replacement Agreement 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 – TBD Attn: TBD Home Address Home City, State, and Zip code

B. Budget Contingency Clause

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

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

C. Prompt Payment Clause

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

2. SPECIAL BUDGET DETAIL AND PAYMENT PROVISIONS

Submissions of Invoices/Claims

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

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

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

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

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

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

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

3) Date of invoice/claim

Exhibit B - Budget Detail and Payment Provisions TBD

4) Invoice/claim number

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

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

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

California Department of Veterans Affairs Solicitation Number: 26LS0004 Exhibit B-1, Rate Sheet TBD

RATE SHEET

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

The rates listed below are in effect for the term of the Agreement, including any extension of the term through an amendment, except as required in Exhibit B-2.

Security Guard

Description of Service Hourly Rate Security Guard 1

Contractor’s rates shall be in accordance with the wage requirements detailed in Exhibit B-2: Employee Benefits Compliance Requirement.

The contractor has complied with the benefit provision in the following:

☐ Providing a benefit plan to the employees that is equal to or greater than the blended rate, OR ☐ Cash equal to or greater than the blended rate, OR ☐ Combination of a benefit plan and cash payments which together is equal to or greater than the blended rate.

California Department of Veterans Affairs Solicitation Number: 26LS0004 Exhibit B-2, GC 19134 Employee Wage and Employee Benefits TBD

1. In addition to any other mandated wage and benefit requirements, Contractor must comply with Government

Code 19134, which requires the California Department of Human Resources (CalHR) to set the rates departments must pay to individuals they employ through personal services contracts for security guard services. The rates are set at 85% of the State's wage and benefit costs paid to State employees performing similar duties. "Benefits" include health, dental, vision, holidays, sick leave, vacation, and retirement.

Administrative, solely supervisory, or other support personnel are not covered.

2. The GC19134 Wage and Employee Benefit rates are published by CalHR on February 2nd of each year and are effective until February 1st of the following year. If the rates should change during the contract period, the contract will be amended to reflect the rate changes with an effective date retroactive to the date of the CalHR rate changes.

Personal Services Contracts - CalHR Website

3. GC 19134 Employee Benefits are calculated on a per-hour basis. In addition to mandated wages, employees covered by GC19134 shall be paid applicable benefits or cash-in-lieu payments equal to the CalHR blended benefit rate for each hour of service they perform on the contract (excluding overtime).

4. Compliance with the Employee Benefits portion of GC19134 may be accomplished by one of the following:

A. Providing a benefit plan to the employees valued at the CalHR blended benefit rate:

1) Contractors electing to provide actual benefits (vs. cash-in-lieu) to their employees must provide evidence of benefit coverage upon notice of award. Evidence shall consist of the name and address of the insurance company, insurance company telephone number, or a signed statement on company letterhead that the Contractor is self-insured, or

B. Cash equal to the CalHr blended benefit rate, or

C. Combination of a benefit plan and cash payments, which together equal the CalHR blended benefit rate.

Contractor is complying with this provision by providing [upon contract award, the method shown by the Bidder will be entered here]

5. Contractor must submit a detailed account of the total hourly rate paid to each employee with each invoice submitted to the State. This document must clearly document the following information:

A. The name and job classification of each employee who was paid in relation to this contract in the month.

B. The number of hours each employee worked on this contract in the month.

C. The amount paid to each employee for hourly wages (excluding Employee Benefits) in the month.

D. The amount paid to each employee for benefits and/or cash payments in the month.

E. The total hourly rate paid to each employee including wages and Employee Benefits (the total of items C and D above).

F. The total monthly wages and Employee Benefits in the month per employee (item B x E).

6. Failure to comply with the provisions of GC19134 will be deemed a material breach of this contract, which may result in contract termination at the State’s sole option.

7. This contract and all documents relating to the implementation of GC19134 are subject to audit by FMD, the Department of General Services, Bureau of State Audits, and/or the State or its designee.

https://www.calhr.ca.gov/about-calhr/divisions-programs/labor-relations/personal-services-contracts/

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 the contract, including special coverage extensions where applicable. Contractor shall furnish a certificate for Workers’ Compensation issued by an insurance carrier licensed to write Workers’ Compensation insurance in the State of California, including the name of the carrier and the date of expiration of insurance, or a Certificate of Consent to Self-Insure issued by the Department of Industrial Relations.

6) Fidelity Bond/Crime Insurance: (Applies only to contracts handling State money or securities – i.e.

Armored Car Service Contracts) Contractor shall maintain Employee Dishonesty and, when applicable, Inside/Outside Money & Securities coverages for state-owned property in the care, custody and control of the Contractor. Coverage limits shall not be less than the amount scheduled in the contract. The policy shall include as Contractor. Coverage limits shall not be less than the amount scheduled in the contract. The policy shall include as loss payee the California Department of Veterans Affairs

7) The certificate(s) of insurance shall be on an ACORD form, or equivalent, and must show

“occurrence” coverage. The certificates of insurance must also contain all of the following provisions:

a) Name and address of the insurance company, policy number, and beginning and ending dates of the policy.

b) Statement that the insurer will not cancel the insured’s coverage without 30 days prior written notice to the State.

c) Statement that the State of California, its officers, agents, employees, and servants are included as additional insured on the policy, but only insofar as the operations under this contract. The additional insured endorsement must accompany the certificate of insurance. This does not pertain to professional liability.

8) Contractor agrees that any insurance herein provided shall be in full force and effect at all times during the term of the contract. In the event said insurance coverage expires at any time during the term of this contract, Contractor agrees to provide, at least ten (10) days prior to said expiration date, a new certificate of insurance evidencing insurance coverage as provided for herein for not less than the remainder of the term of the contract, or for a period of not less than one (1) year.