California Department of Veterans Affairs Agreement Number: 26YS0027 Exhibit A - Scope of Work TBD

KITCHEN HOOD FIRE SUPPRESSION SERVICES

1. INTRODUCTION/SERVICES

A. The Contractor shall provide services, as specified, to the California Department of Veterans Affairs (CalVet). The Contractor shall provide services at the Veterans Home of California, Yountville (Home), located at 100 California Drive, Yountville, CA 94599. The Contractor shall provide all labor, materials, staff, transportation, license, permits, and every other item of expense necessary, unless otherwise stated, to provide Kitchen Hood Fire Suppression Services. Services shall be provided at the Home, upon request and in compliance with the terms of this Agreement.

B. All work shall be coordinated and approved by the CalVet Contract Manager. Services shall be performed after standard business hours. Standard business hours are 8:00 a.m. to 5:00 p.m., Monday through Friday, unless otherwise specified. Kitchen Hood Fire Suppression services to start after Standard Business hours and at 7:00 p.m.. No work is to be performed on State holidays or on an overtime basis unless prior approval is received in writing from the CalVet Contract Manager, prior to this work taking place. Any and all services performed outside the scope of this Agreement or not approved by the CalVet Contract Manager or designated Representative shall be at the sole risk and expense of the Contractor.

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

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

2. EQUIPMENT

A. The following equipment is included in this Agreement:

Quantity Description of Equipment Location

1 Each

Diet Kitchen 25’ Double-Sided Gaylord Water Wash Hood Gaylord Model QUA-PID-2.00-7

SN 3899

Main Dining Room

1 Each Serving Line Grill 18’ Single-Sided Gaylord, Water Wash Hood Gaylord Model QUA-PID-1.25-8

SN 3855

Main Dining Room

1 Each SNF Main Kitchen

14’ Double-Sided Halton, Ansul R102 Tank System Halton Hood 050A, Model KVE

SN 123216- 814

Exhaust Fan - EF 1

Virginia Mae Day’s, Skilled Nursing Facility (SNF), Main Kitchen

1 Each SNF Main Kitchen 14’ Double-Sided Halton, Ansul R102 Tank System Halton Hood 050B Model KVE

Virginia Mae Day’s SNF, Main Kitchen

SN 123216- 855

Exhaust Fan - EF 1

1 Each SNF Main Kitchen 18` Double-Sided Halton, Ansul R102 Tank System Halton Hood 065A Model KVE

SN 123216- 897

Exhaust Fan- EF 2

Virginia Mae Day’s SNF, Main Kitchen

1 Each SNF Main Kitchen 9` Double-Sided Halton, Ansul R102 Tank System Halton Hood 065B, Model KVE

SN 123216- 933

Exhaust Fan - EF 2

Virginia Mae Day’s SNF, Main Kitchen

1 Each SNF Satellite Kitchen- 2nd Floor 9’ Single-Sided Halton, Ansul R102 Tank System Halton Hood 262-L2, Model KVE

SN 123216- 021

Exhaust Fan - EF 9

Virginia Mae Day’s SNF, 2nd Floor Kitchen

1Each SNF Satellite Kitchen- 3rd Floor 9’ Single-Sided Halton, Ansul R102 Tank System Halton Hood 262-L3, Model KVE

SN 123216- 084

Exhaust Fan - EF 8

Virginia Mae Day’s SNF, 3rd Floor Kitchen

1 Each SNF Satellite Kitchen- 4th Floor 9` Single-Sided Halton, Ansul R102 Tank System Halton Hood 262-L4, Model KVE

SN 123216- 149

Exhaust Fan - EF 7

Virginia Mae Day’s SNF, 4th Floor Kitchen

1 Each SNF Satellite Kitchen- 5th Floor 9` Single-Sided Halton, Ansul R102 Tank System Halton Hood 262-L5, Model KVE

SN 123216- 214

Exhaust Fan - EF 6

Virginia Mae Day’s SNF, 5th Floor Kitchen

B. CalVet reserves the right to add or delete similar equipment listed above. Additional equipment shall be serviced as specified herein at the rates indicated in Exhibit B-1. Contractor shall be notified in writing by the CalVet Contract Manager of equipment that has been added and/or removed from the list.

3. MINIMUM QUALIFICATION

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

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

4. CONTRACTOR’S RESPONSIBILITIES

Contractor shall provide the following services:

A. SEMI-ANNUAL CERTIFICATION SERVICES

The Contractor shall perform Semi-annual inspections, function testing, repairs, and certification, as required by and consistent with California Administrative Code (CAC), Title 19 Specifications, CFC, and

NFPA 25 & 72.

The Contractor shall provide all inspections, function testing, repairs and certification services for equipment specified above and in accordance with provisions stated in the California Code of Regulations, Title 19 (19 CCR), Division 1, Chapter 5; Title 24 (24 CCR), Part 9; associated National Fire Protection Association (NFPA) standards (to include 12A, 13, 25, 96, 72 and 201); and appropriate manufacturer specifications and all applicable technical bulletins.

1) The Contractor shall provide services on a semi-annual basis, not to exceed six (6) months between services, on the following schedule.

• October 2026

• April 2027

• October 2027

• April 2028

• October 2028

• April 2029

2) The Contractor shall provide services and materials to semi-annually inspect, function test, and repair the two (2) Gaylord Quencher Water Suppression Systems located in the Main Dining Room every six (6) months, including supplying the 55-gallon drums of G-510 cleaning agent as needed.

3) The Contractor shall provide services and materials to semi-annually inspect, function test, and repair the six (6) Ansul R-102 UL-300 Restaurant Fire Suppression Systems located in the Virginia Mae Day’s building, including supplying the low PH chemical agent Ansulex as needed.

4) The Contractor shall complete performance of inspection, function testing, and repair services to the above equipment but not limited to manual and automatic releasing devices, control components, fusible links, nozzles and caps, audible/visual alarm indicating devices, pressure reducing and relief valves, shut-off valves, agent supplies/tanks, dampers, supervisory and local alarms, discharge nozzles and piping conditions in accordance with CAC, Title 19 specifications.

5) The Contractor shall provide reports documenting system conditions, inspections, function tests, results to the CalVet Contract Manager or designee. Results should be given to the CM within five

(5) business days.

a) Operation of manual and automatic initiating, indicating, and releasing circuits, controls, and devices, as well as related auxiliary functions and controls.

b) All devices being checked will be checked to be free of, but not limited to, damage, defects, or leaks, and to be in good working condition.

c) All components shall be inspected, tested, cleaned, repaired, replaced, and maintained in good order in accordance with the manufacturer’s recommendations and as required by NFPA and CFC regulatory requirements.

d) The Contractor shall certify/tag all kitchen’s fire suppression systems to document and conform to licensing, California Title 19, and Federal NFPA standards.

6) When repairs are complete, a final written report of the systems, as well as a digital copy, must be forwarded to the Contract Manager and local fire authority at completion of services. Reports should be given to the Contract Manager and local fire authority within ten (10) business days.

B. EMERGENCY SERVICE

The Contractor shall provide any necessary emergency incidental repairs upon request from the CalVet Contract Manager. The Contractor must respond to requests for emergency incidental repair within two (2) hours of notification from the Home. When possible, emergency incidental repairs will be performed during normal business hours as specified herein. CalVet may, at its discretion, allow access to the equipment during non-business hours when necessary. If non-emergency incidental repairs are required, Contractor shall respond within twenty-four (24) hours of notification from the Home.

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

D. INCIDENTAL REPAIR SERVICE

The Contractor shall provide unlimited visits for any incidental repair services requested or necessary to keep the equipment fully operational. Incidental repair services that are not provided during regularly scheduled maintenance visits or not covered by the guarantee section of the Scope of Work shall be compensated by the State for actual hours worked on-site at the Contractor’s Repair Hourly Rate as specified in Exhibit B-1, Rate Sheet.

Any parts requiring replacement will be replaced in accordance with the Parts Section. Incidental repair service shall be provided upon written request from the Contract Manager. Contractor shall respond to requests for incidental repair service within two (2) hours of initial notification. Every effort shall be made to perform incidental repair services during normal business hours; State holidays and weekends excluded. CalVet may, at its discretion, allow access to the equipment during non-business hours when necessary. Non-emergency incidental repair services performed outside of normal business hours must be approved in advance in writing by the Contract Manager.

5. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

A. The Contractor shall possess a Contractors State License Board (CSLB) C-16 – Fire Protection

Contractor License.

B. The Contractor must have a NICET level IV certification on staff to review and ensure all compliance with NFPA, local, and State of California Fire Marshall standards.

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

6. PREVAILING WAGES

A. In accordance with the provisions of Section 1770 of the Labor Code, the Department has determined that the general prevailing wage rates are applicable in the county in which the work is being performed and are the rates established and published by the Director of Industrial Relations, http://www.dir.ca.gov/oprl/pwd/.

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

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

2. Pursuant to Labor Code Section 1776, completed certified payroll reporting forms for all workers involved in this project shall be submitted to the Contract Manager prior to the authorization of any payment for work under this contract.

B. Both parties shall retain a copy of the prevailing rates on file. Copies of the prevailing rate of per diem wages are on file with the California Department of Veterans Affairs and shall be made available to any interested party on request. LC § 1773.2.

C. Pursuant to Labor Code Section 1775, the Contractor and any subcontractor under the contractor shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit not more than two hundred dollars ($200.00) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rates as determined by the director for the work or craft in which the worker is employed for any public work done under the contract by the contractor or, except as provided in subdivision (b) by any subcontractor under the contractor. This provision shall not apply to properly indentured apprentices.

D. Pursuant to Labor Code Section 1813, the contractor or subcontractor shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit twenty-five ($25) for each work employed in the execution of the contract by the respective contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of this article. In awarding any contract for public work, the awarding body shall cause to be inserted in the contract a stipulation to this effect. The awarding body shall take cognizance of all violations of this article committed in the course of the execution of the contract and shall report them to the Division of Labor Standards Enforcement.

7. PARTS REPLACEMENT

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

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

When parts are needed, the Contractor shall be reimbursed for the actual cost of the parts plus 10%, plus actual shipping charges and taxes paid by the contractor to obtain the parts. Proof of cost, such as a copy of the actual invoice for the parts from the business from which it was purchased, shall be attached to the Contractor's invoice for reimbursement.

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

CalVet assumes no responsibility and shall not reimburse the Contractor for parts ordered by the Contractor and/or labor if the part was installed prior to authorization by the CalVet Contract Manager. Contractor shall be responsible for the replacement of parts necessitated by the Contractor’s negligence at no expense to the State.

8. WORK AREA

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

9. 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.

10. INDEPENDENT CONTRACTOR STATUS

The Contractor shall be considered an “Independent Contractor” in relation to CalVet and the State.

Therefore, the Contractor/Providers shall not be considered employees 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. Worker’s Compensation; and

5. Other employee benefits.

11. CONTACT INFORMATION

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

1. CalVet Representative/Contract Manager Veterans Home of California, Yountville

TBD

190 California Drive Yountville Ca 94599 Phone:

Email:

2. Contractor Representative:

TBD

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

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Caifornia Department of Veterans Affairs Exhibit A-1 - Campus Map

Keith.Peterka Text Box

VIRGINIA MAE DAYS

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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 – Yountville Attn: TBD 100 California Drive Yountville, CA 94599

B. Budget Contingency Clause

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

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

C. Prompt Payment Clause

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

2. SPECIAL BUDGET DETAIL AND PAYMENT PROVISIONS

Submissions of Invoices/Claims

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

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

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

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

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

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

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

3) Date of invoice/claim

4) Invoice/claim number

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

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

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

Exhibit B-1, Rate Sheet TBD

RATE SHEET

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

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

Description of Service Rate Per Service Semi-Annual Inspections, Function Testing and Certification Services - (all-inclusive cost includes all labor, tools, equipment, incidentals etc.).

Annual Maintenance Certification Description of Service Hourly Rate

Incidental Services and Repairs (Monday thru Friday 7:30 a.m. to 4:00 p.m.)

Emergency Services and Repair - Normal Business Hours (Monday thru Friday, 7:30 a.m. to 4:00 p.m.)

Emergency Service and Repairs - Non - Business Hours (Monday thru Friday, 4:00 p.m. to 7:30 a.m. All day - (Weekend and Holidays).

Description of Service Rate Per Service Gaylord G-510 soap 55-gallon drum (all-inclusive cost includes tax and freight charges).

Description of Service Life of Contract Parts Allowance $15,000.00

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

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

11. RIGHT TO TERMINATE

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

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

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

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

12. FORCE MAJEURE

Neither party shall be liable to the other for any delay in or failure of performance, nor shall any such delay in or failure of, performance constitute default, if such delay or failure is caused by “Force Majeure.” As used in this section, “Force Majeure” is defined as follows: Acts of war and acts of god such as earthquakes, floods, and other natural disasters such that performance is impossible.

13. EVALUATION OF CONTRACTOR

Performance of the Contractor under this Agreement will be evaluated. The evaluation shall be prepared on Contract/Contractor Evaluation Sheet (STD 4), and maintained in the Agreement file. For consultant agreements, a copy of the evaluation will be sent to the Department of General Services, Office of Legal Services, if it is negative and over $5,000.

14. SB/DVBE PARTICIPATION

In accordance with requirements set forth by the State, the CalVet shall enforce all laws, rules, and regulations pertaining to this program. It is the Contractors responsibility to provide CalVet with all required documents as outlined in this agreement. The CalVet reserves the right to contact each SB and DVBE identified by the Contractor to verify compliance. Failure to meet SB/DVBE requirements under Exhibit B, and Exhibit C (GTC 02/2025), paragraphs 19.a and 19.b. may deem the Contractor to be non-responsible and rejected from future bid and contract opportunities with the CalVet.

15. LICENSES AND PERMITS

The Contractor shall be an individual or firm licensed to do business in California and shall obtain at his/her expense all license(s) and permit(s) required by law for accomplishing any work required in connection with this contract.

If you are a Contractor located within the State of California, a business license from the city/county in which you are headquartered is necessary; however, if you are a corporation, a copy of your incorporation documents/letter from the Secretary of State’s Office can be submitted. If you are a Contractor outside the State of California, you will need to submit to the California Department of Veterans Affairs a copy of your business license or incorporation papers for your respective State showing that your company is in good standing in that state.

In the event any license(s) and/or permit(s) expire at any time during the term of this contract, Contractor agrees to provide agency a copy of the renewed license(s) and/or permit(s) within 30 days following the expiration date.