California Department of Veterans Affairs Agreement Number: 26VS0017 Exhibit A - Scope of Work TBD

WATER MANAGEMENT PLAN, TESTING, AND REMEDIATION SERVICES

1. INTRODUCTION/SERVICES

A. Contractor provide services to the California Department of Veterans Affairs (CalVet). Contractor shall provide services at the Veterans Home (Home), located at 10900 Telephone Rd, Ventura, CA 93004. Contractor shall provide all labor, materials, staff, transportation, licenses, permits, and every other item of expense necessary, unless otherwise stated, to provide a Legionella Water Management Plan, testing, and remediation services.

Services shall be provided for the Home, upon request and in compliance with the terms of this Agreement.

B. All work shall be coordinated and approved by the Contract Manager or designated representative. Services shall be performed during standard business hours of 7:00 am to 4:30 pm, Monday through Friday, unless otherwise specified. No work is to be performed on State holidays or on an overtime basis unless prior approval is received in writing from the Contract Manager, prior to this work taking place. Any services performed outside the scope of this Agreement or not approved by the Contract Manager or designated representative will be at the sole risk and expense of the Contractor. The Contractor is not authorized to deliver or commence services until written approval has been obtained from the Contract Manager and the Contractor has received an executed contract from CalVet. Any delivery or service commenced prior to the Contractor obtaining written approval shall be considered voluntary on the part of the Contractor.

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

Contractors will provide services in accordance with federal and state laws and regulations and CalVet policies.

2. MINIMUM QUALIFICATIONS

All services performed under this Agreement shall be performed by qualified technicians in the employ or under the direction of the Contractor.

The Contracting laboratory shall be licensed (permitted) by the California Department of Public Health (CDPH) for the types of analysis to be performed under this Agreement. The laboratory must also be ELITE certified by the Centers for Disease Control (CDC) and must be located in California to facilitate temperature control requirements at delivery. Testing services may be subcontracted to a laboratory that meets the certification requirements outlined in the solicitation, including CDC ELITE certification and compliance with California Department of Public Health laboratory requirements.

The contractor must have successfully completed at least three water management plan projects within the last five years for healthcare, hospital, skilled nursing, or similar institutional facilities.

3. CONTRACTOR’S RESPONSIBILITIES

The Contractor shall provide the following services:

A. COMPREHENSIVE WATER MANAGEMENT PLAN

In coordination with the Program Team, the Contractor shall develop and implement a comprehensive Water Management Plan designed to limit exposure to, and the growth of, legionella and other opportunistic water borne pathogens. The program is designed to meet the needs of the Home for preventive measures and to ensure prompt response when a positive result is found. Contractor will create a written, comprehensive manual for this program. Updated Water Management Plan within 10 business days of any regulatory change, system modification, or remediation event. A hard copy shall be kept in Plant Operations. The Contractor shall provide an electronic copy of the Water Management Plan in a format approved by the Contract Manager. The Water Management Plan will continue to be enacted until the termination of this contract.

1. Program Team The Water Management Plan shall be implemented and monitored jointly by the Contractor and the Home.

As part of the program, a dedicated program team shall be responsible for designing, implementing, and reviewing the comprehensive Water Management Plan. The Contractor must ensure that personnel performing services under this Agreement possess the qualifications necessary to perform water management and Legionella risk management services in accordance with applicable federal and state requirements. Certifications demonstrating expertise in Legionella water management, such as ASSE 12080 or equivalent industry-recognized certification, will be considered acceptable.

Members of the program team shall include, at a minimum, the following: a Contractor‑provided Certified Environmental Specialist, a second Contractor representative, the Home’s Stationary Engineers, the Home’s Chief of Plant Operations, the Home’s Infection Control Nurse, the Home’s Health & Safety Officer, and the Home’s Standards Compliance Coordinator. Team members contributed by the Home may be subject to change based on program and Home requirements.

2. Description of the Home Water Systems and Flow Diagrams

The Contractor shall evaluate the Home's potable and non-potable water systems and develop written system descriptions and detailed flow diagrams as part of the Water Management Plan.

The Contractor shall prepare and submit:

a. One comprehensive flow diagram depicting the overall facility water system.

b. Individual flow diagrams for each building are included in the Water Management Plan.

c. A written narrative describing each water system and its operational characteristics.

At a minimum, the flow diagrams shall identify and depict:

• Water supply sources and points of entry.

• Domestic hot and cold-water distribution systems.

• Water heaters, storage tanks, expansion tanks, mixing valves, and recirculation loops.

• Cooling towers, therapy tubs, pools, spas, ice machines, humidifiers, decorative fountains, drinking fountains, and other water features, if applicable.

• Water treatment, filtration, softening, disinfection, or conditioning equipment.

• Areas where water is stored, heated, cooled, conditioned, recirculated, or otherwise processed.

• Representative end-use fixtures, including sinks, showers, and other fixtures identified by the Contractor as potential risk locations.

• Critical control points and monitoring locations identified during development of the Water Management Plan.

The Contractor shall verify the accuracy of the flow diagrams through a physical site assessment and consultation with home staff. Any assumptions, limitations, or unavailable information shall be clearly documented.

The initial flow diagrams and written system descriptions shall be submitted to the Contract Manager within thirty (30) calendar days of contract execution. Updated flow diagrams shall be provided within fifteen (15) calendar days following any significant modification to the water system or upon written request of the Contract Manager.

All diagrams shall be provided in both PDF format and an editable electronic format acceptable to the State.

The flow diagrams and system descriptions shall be developed in accordance with current industry standards and guidance, including the CDC Water Management Program Toolkit and ANSI/ASHRAE Standard 188, as applicable.

3. Legionella and Waterborne Pathogen Risk Assessment

The Contractor shall conduct and document a comprehensive risk assessment of the Home's potable and non-potable water systems. The risk assessment shall identify actual and potential conditions that may promote the growth, amplification, or transmission of Legionella and other opportunistic waterborne pathogens.

At a minimum, the risk assessment shall include:

a. Identification and evaluation of all water systems and devices covered under the Water Management

Plan.

b. Identification of high-risk areas, including resident care areas, therapy tubs, cooling towers, ice machines, decorative water features, and other locations determined to present elevated risk.

c. Evaluation of water temperature control, stagnation risks, dead legs, storage conditions, disinfectant residual levels, and other factors affecting water quality.

d. Identification of critical control points and recommendation of monitoring parameters.

e. A risk ranking of identified hazards using a clearly defined methodology.

f. Recommended corrective actions, monitoring activities, and control measures necessary to reduce identified risks.

g. Documentation of findings in a written report submitted to the Contract Manager.

h. The initial risk assessment report shall be submitted within thirty (30) calendar days of contract execution. Updated risk assessments shall be provided whenever significant changes occur to the water system, following a confirmed positive Legionella result requiring remediation, or upon written request of the Contract Manager.

The State shall have ten (10) business days to review and either accept the report or provide written comments requiring revision. The Contractor shall submit any requested revisions within ten (10) business days of receipt of the State's comments.

4. Identification of Control Measures and Monitoring Methods/Frequencies It will be the responsibility of the Contractor to consult the Home in the identification of such measures, methods, and frequencies. Reference the CDC Toolkit and the ANSI/ASHRAE Standard 188.

5. Establishing Intervention Protocols It will be the responsibility of the Contractor to consult the Home in the identification of such protocols. The Contractor must consult the home on protocols pertaining to water access, evacuations, etc.

6. Quarterly Analytical Water Sampling The Contractor and Home will coordinate to collect and prepare water samples for submission to the lab.

The Contractor shall provide training and procedures for Home staff responsible for collecting samples.

The samples will be sent to a laboratory that meets the requirements mentioned in the minimum qualifications section. Samples will be collected quarterly at random points within each of the locations presented in the sample schedule below. Locations and sampling frequency may be subject to change at the discretion of the Home.

SAMPLE SCHEDULE

Location Quarter 1 Quarter 2 Quarter 3 Quarter 4

Number of Samples

Number of Samples

Number of Samples

Number of Samples

Area A – Therapy Tub 1 1 1 1

Area A – Kitchen, Dining Room, Ice Machines (2)

4 4 4 4

Area B – Gym or Public Restroom 1 1 1 1

Area C – Resident Rooms (Sink & Shower) 2 2 2 2

Area D – Resident Rooms (Sink & Shower) 2 2 2 2

Cooling Towers (2) 2 2 2 2

Hot & Cold Water Systems 2 2 2 2

TOTAL 14 14 14 14

7. Water Sampling Procedures

Contractor shall provide written water sampling collection procedures and provide training to Home staff on how to properly collect samples and prepare them for shipping to the designated laboratory. These procedures will be subject to change based on the Home’s need and staff training shall be ongoing during the contract term to reinforce proper collection protocols and address any staff turnover.

8. Quarterly Sampling Reports

The Contractor shall provide a Quarterly Sampling Report within ten (10) business days following receipt of all laboratory results for each quarterly sampling event.

At a minimum, the report shall include:

a. Date(s) of sample collection.

b. Sampling locations.

c. Laboratory test results.

d. Identification of any positive findings or exceedances.

e. Trend analysis comparing current and previous sampling results, when available.

f. Identification of any conditions that may increase the risk of Legionella growth or transmission.

g. Recommendations for corrective actions, monitoring adjustments, or remediation activities, if applicable.

Reports shall be submitted electronically to the Contract Manager in PDF format and shall become part of the Water Management Plan records maintained by the Home.

9. Test Results:

Test results shall be provided to the Home within 72 hours after the laboratory report is completed. Immediate Notification to the Home is required for positive test results.

10. Remediation Services If laboratory testing confirms the presence of Legionella or other waterborne pathogens at action levels identified in the Water Management Plan, the State may authorize remediation services.

Remediation services under this Agreement are limited to corrective measures necessary to address confirmed positive test results and may include:

• System flushing.

• Hyperchlorination or other approved disinfection treatment.

• Shock treatment of affected systems.

• Follow-up sampling and testing.

• Development of corrective action recommendations.

• On-site technical support during remediation activities.

• Documentation and reporting of remediation activities.

The Contractor shall respond to a request for remediation services within twenty-four (24) hours of notification by the Contract Manager or designee.

Within one (1) business day of completing remediation activities, the Contractor shall provide a written remediation report documenting:

a. Areas affected.

b. Corrective actions performed.

c. Chemicals used and quantities applied.

d. Follow-up recommendations.

e. Any additional monitoring or testing required.

Remediation services shall only be performed upon written authorization from the Contract Manager or designee.

Any remediation activity involving construction, alteration, repair, replacement, or installation of plumbing systems, filtration systems, treatment systems, piping, fixtures, or other permanent infrastructure is outside the scope of this Agreement and shall require separate authorization and compliance with all applicable Public Works requirements.

11. Chemicals and Remediation Materials

The Contractor shall furnish all chemicals, equipment, testing materials, personal protective equipment, and supplies necessary to perform authorized remediation services.

Only chemicals approved by the United States Environmental Protection Agency (EPA) and registered with the California Department of Pesticide Regulation (CalDPR) for the intended use shall be utilized.

The Contractor shall maintain and provide Safety Data Sheets (SDS), manufacturer instructions, and regulatory documentation upon request.

Chemical costs shall be reimbursed only for chemicals actually used during authorized remediation activities and shall not exceed the maximum amount identified in Exhibit B-1, Rate Sheet without a formal contract amendment.

The Contractor shall provide supporting documentation with each invoice identifying:

• Chemical name.

• Quantity used.

• Date used.

• Location where used.

• Associated remediation event.

12. Chemical Costs

The State recognizes that the quantity and type of chemicals required for remediation activities cannot be reasonably estimated in advance and will vary depending on the nature and extent of any contamination event.

Therefore, chemicals required for authorized remediation activities shall be reimbursed at the Contractor's actual cost without markup, profit, overhead, administrative fee, or handling charge.

The Contractor shall submit supporting documentation with each invoice for chemical reimbursement, including:

• Supplier invoice identifying the chemical purchased.

• Quantity purchased and quantity utilized.

• Unit cost.

• Date of purchase.

• Remediation event associated with chemical usage.

Chemical reimbursement shall be limited to chemicals used in the performance of authorized remediation services and approved by the Contract Manager or designee.

Chemical costs are not included in the basis of award and will not be considered during bid evaluation.

13. Emergency Sampling and Follow-up Sampling

Contractor shall provide emergency sampling and testing services upon request of the Home when there is a reasonable indication of a potential Legionella outbreak, positive test result, suspected waterborne pathogen event, or other condition requiring immediate investigation.

Contractor shall respond within two (2) hours of notification from the Contract Manager or designee and coordinate the earliest feasible on-site response.

When possible, emergency services shall be performed during standard business hours. However, the State may authorize access during non-standard business hours when necessary to address an immediate health or safety concern.

Emergency sampling activities shall be completed as soon as reasonably practicable based on the circumstances of the event. If Contractor is unable to complete the requested services on the same working day, Contractor shall provide written notification to the Contract Manager identifying the reason for the delay and the anticipated completion date.

Emergency Sampling and Follow-up Sampling services authorized under this section shall be compensated in accordance with the rates identified in Exhibit B-1, Rate Sheet.

Contractor shall provide a written report on the findings, sample locations, laboratory results, and recommendations within five (5) business days following receipt of laboratory results.

Any testing requested by the State that is outside the scope of this Agreement shall require prior written approval by the Contract Manager and may be performed only upon acceptance of a separate written quote.

14. Documentation and Handling of Samples

Contractor shall provide and use labels and chain-of-custody forms as standard procedure. The labels and forms shall provide and identify space for entry of the following information:

I. Labels

a. Site of project name

b. Sample identification number

c. Sampler’s initials

d. Sample matrix

e. Date and time samples were collected

f. Preservative(s) used

II. Chain-of-Custody Forms

a. Site or project name

b. Sampler’s name and telephone number

c. Sample identification number

d. Date and time sample collected

e. Number and type of containers

f. Preservative(s) used

g. Type of sample

h. Analysis required

i. Turnaround time requested

j. Remark space for additional information

k. Date and time sample relinquished and received

l. Space for relinquishing and receiving person’s signature

III. Bacteriological analysis samples shall be collected utilizing appropriate sample collection procedures.

15. Decommissioning and Recommissioning of Buildings and Water Systems

Contractor shall assist in developing procedures for decommissioning and recommissioning buildings and water systems that are part of the Water Management Plan.

B. CUSTODY

The contractor must institute procedural safeguards to ensure exclusive custody and safekeeping of all samples and designate individuals responsible for custody of such samples.

C. DISPOSAL OF SAMPLES

The contractor and/or lab will ensure all samples are disposed of according to local, state, and federal regulations.

D. RECOMMENDATIONS FOR FILTRATION EQUIPMENT, DISINFECTION SYSTEMS, OR OTHER

TREATMENT

The contractor, serving as consultant and subject matter expert, may present recommendations to the home pertaining to the adoption and implementation of certain water treatment solutions such as, but not limited to, point-of-use filtration devices, water disinfection systems, and other solutions that may increase the safety of the end users and overall effectiveness of the Water Management Plan. Such recommendations shall be presented in a separate proposal at the ultimate discretion of the Home. Any recommended equipment, filtration systems, disinfection systems, or treatment technologies are outside the scope of this Agreement and shall require a separate procurement or contract action if the State elects to proceed.

4. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

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

In the event of a ‘hot’ sample that requires mitigation, Contractor shall possess the following qualifications:

1. Contractor shall possess a California Department of Pesticide Regulation (CalDPR) issued Qualified

Applicator’s License (QAL) with at least the following categories: (F) Aquatic and (P) Microbial Pest Control.

2. Contractor shall have Department of Transportation (DOT) HazMat-certified chemicals

3. Delivery driver and DOT/California Highway Patrol (CHP) approved vehicle for transporting hazardous materials.

All testing as required by this Agreement shall comply with all local, state, and federal regulations.

5. WORK AREA

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

6. WORKMANSHIP

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.

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 shall be inspected by CalVet after completion. CalVet is solely responsible for determining the acceptability of the work performed and the operability of the equipment.

7. INDEPENDENT CONTRACTOR STATUS

Contractor shall be considered an “Independent Contractor” in relation to CalVet and the State. Therefore, the Contractor/Providers shall not be considered employee(s) of CalVet and shall not be entitled to any employee benefits from CalVet.

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

2. Medical Insurance,

3. Vacation or Sick Leave,

4. Workers’ Compensation, and

5. Other employee benefits.

8. CONTACT INFORMATION

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

1. CalVet Home Representative

Veterans Home of CA – Ventura Contract Manager:

10900 Telephone Road Ventura, CA 93004 Phone:

Email:

2. Contractor Representative

[TBD]

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

9. AMENDMENT OPTION

CalVet may execute amendments to extend the term of the agreement and/or add funding if the statute supporting the original award also supports the amendment. The amendment is at the sole discretion of the State, and the rates noted in Exhibit B-1 would remain in effect for the term of the contract, including the amendment. No amendment or variation of the terms of the Agreement shall be valid unless made in writing and agreed upon by both parties and approved by DGS (if applicable).

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 – Ventura Attn: TBD Home Address Home City, State, and Zip code

B. Budget Contingency Clause

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

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

C. Prompt Payment Clause

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

2. SPECIAL BUDGET DETAIL AND PAYMENT PROVISIONS

Submissions of Invoices/Claims

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

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

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

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

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

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

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

3) Date of invoice/claim

4) Invoice/claim number

5) CalVet location where services were performed

Exhibit B - Budget Detail and Payment Provisions TBD

6) Contract/Agreement Number

7) Date(s) of Service

8) Total dollar amount being billed

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

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

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

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

a) Hourly Rate

b) Time in and time out

c) Total hours worked

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

3. CONTRACTOR OVERPAYMENTS

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

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

4. DVBE Withhold

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

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

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

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

Exhibit B-1, Rate Sheet TBD

RATE SHEET

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

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

Description of Service Cost

Water Management Plan Development and Updates

Quarterly Sampling Program

Follow-up Sampling

Remediation Response

Description of Service Cost

Emergency Sampling

Chemicals $60,000.00

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 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…