3._25YS0021_-_All_Exhibits_(A-D).pdf

California Department of Veterans Affairs Agreement Number: 25YS0021 Exhibit A – Scope of Work TBD

SCUBA DIVING/TANK INSPECTION SERVICES

1. INTRODUCTION/SERVICES

A. Contractor shall provide service to California Department of Veterans Affairs (CalVet). Contractor shall provide service at the Rector Reservoir located at 7300 Silverado Trail, Napa, CA, 94559 and at the Veterans Home – Yountville (VHC-Y) located at 100 California Drive Yountville, CA 94599. Contractor shall provide all labor, equipment, materials, staff, transportation, insurance, bonds, licenses, permits and any other item of expense necessary, unless otherwise stated, to provide scuba diving/tank inspection services. Services shall be provided upon request and in compliance with terms of this Agreement.

B. All work shall be coordinated and approved by Contract Manager or designated representative. 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 the work taking place. Any and all services performed outside the scope of this Agreement or not approved by the Contract Manger, or designated representative, will be at the sole risk and expense of the Contractor.

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

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

2. EQUIPMENT/ASSETS

A. The following assets, described in detail in Attachment C-1 VHC-Y Water System Assets, are included in this Agreement:

1. At Rector Reservoir, 7300 Silverado Trail, Napa, CA 94559:

a. Head Tank;

b. Rector Reservoir Water Plant Tank;

c. Clearwell; and

d. Rector Reservoir Intake Tower.

3. At the Veterans Home- Yountville, 100 California Drive, Yountville, CA, 94599:

a. Veterans Home Tank.

4. MINIMUM QUALIFICATIONS

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

B. All bidders must provide documents showing they are licensed to conduct business in the State of California.

5. CONTRACTOR’S RESPONSIBILITIES

Contractor shall provide potable water tank scuba diving services utilizing certified commercial divers, consistent with the following specifications to provide inspections, reporting and cleaning services as follows:

A. Specifications for Diving Operations

1. The dive team shall consist of no less than a three-person team (Diver, Tender & Dive Supervisor). All of whom shall be certified commercial divers.

2. All diving operations shall be conducted with surface-supplied commercial grade diving equipment, including a compressor (or compressed air bottle storage system), volume tank, air control system, filter system and pneumofathometer. The air source shall have been tested, within the past 180 days, for oil mist and other contaminants, in accordance with Occupational Safety and Health Association (OSHA) 29 Code of Federal Regulations (CFR).

3. All diving operations shall be conducted utilizing a totally encapsulated diving dress, including diver hard hat with sealed neck dam, and a vulcanized rubber dry suit that is in good repair. A band mask is prohibited, except in the event of an emergency situation.

4. The diver hard hat shall be equipped with operating voice communication to the surface, and the diver umbilical shall consist of at minimum a diver air hose, pneumofathometer, diver communication cable, video cable and high intensity lighting power cable.

5. The dive team shall consist of no less than a three-person team (Diver, Tender & Dive Supervisor). All of whom shall be certified commercial divers. All team members shall have a current cardiopulmonary resuscitation (CPR) & First Aid Card, 02 Administrator Card, as well as a complete diver physical within the previous 24 months.

6. All diver equipment and any other equipment introduced into the reservoir shall be dedicated for potable water operations, and further, shall be disinfected with no less than a 200ppm chlorine scrub/spray prior to entry into the reservoir or clear-well.

7. Underwater welding is not permitted in potable water reservoirs unless the reservoir is isolated from the system and the water is drained to waste following the welding procedures.

8. The contractor shall have available for examination, the following documentation: Copy of Standards and Procedures Manual, Safe Practices Manual, Diver Logbooks, and the latest Air Testing Reports.

9. Dive team shall be equipped with live color video with live voice recording (and associated lighting system) between diver and surface team, to allow for real-time surface monitoring of all diving activities and findings, as well as quality control of the completed work.

10. Contractor shall adhere to the guidelines and requirements as set forth in Title 17, California Code of

Regulations (CCR), California Regulations Related to Drinking Water, Article 7 Section 64650, 64665, 64665.5, and any other federal, state, local laws related to the scope of this Agreement.

11. The Contractor’s commercial diving personnel shall be trained, certified, and adhere to the following applicable standards:

a) OSHA 1910.401 (A)(2)(lv)(B) – Federal OSHA – Commercial Diving Standards;

b) OSHA 1910.00 (g)(t) – Federal OSHA – Commercial Diving Operations;

c) OSHA 1910.00 – Federal OSHA – Safety and Health Standards;

d) OSHA 1910.146 – Federal OSHA – Permit Required Confined Space Regulations;

e) CAL OSHA Title 8, Gr. 26/152 Sec. 6050-6063 – California OSHA Commercial Diving

Standards;

f) CAL OSHA Title 8, Chap. 4/Art. 108 Sec. 5156-5159 – California OSHA Confined Space

Standards;

g) NIOSH 87-113 National Institute for Occupational Health and Safety – Confined Air Spaces

Regulations;

h) ANSI/ADA 01-1993 – American National Standards Institute – Commercial Diver Training &

Certification Standards;

i) AWWA Standard D100-96: Welded Steel Tanks for Water Storage;

j) AWWA Standard D102-03: Coating Steel Water Storage Tanks;

k) AWWA Standard D103-97: Factory Coated Bolted Steel Tanks for Water Storage;

l) AWWA Standard D104-01: Automatically Controlled, Impressed Current Cathodic Protection for the Interior of Steel Water Tanks;

m) AWWA Standard C652-02: Disinfection of Water Storage Facilities;

n) AWWA Standard M42: Steel Water Storage Tanks;

o) ASTM D3359-92a (modified) – ASTM Standard – Testing of Coating Adhesion to Metallic

Substrates;

p) ASM/NACE RPO178-91 (A,B, C) – National Association of Corrosion Engineering – Corrosion

Inspection Standards;

q) ACI 201.1R-92 American Concrete Institute – Guide for Condition Surveys of Concrete in

Service;

r) ACI 311.1R – American Concrete Institute – Concrete Inspector Training; and

s) ASNT-SNT-TC-1A – American Society for Nondestructive Testing – NDT Structural Testing –

Training and Certification.

B. Inspection Services

1. Inspections of the three water tanks shall include the following:

a. Contractor shall inspect the interior coatings to assess conditions including peeling, blistering or other indications of loss of coating integrity. Any areas of pitting or rust, as well as any associated undercutting or migration, should be documented in the final reporting. Findings are to be graded in accordance with the applicable standards from the following agencies:

i. Coatings – Society for Protective Coatings (SSPC) – American National Standards

Institute/Steel Structures Painting Council. ANSI/SSPC-Vis 2-82/ASTM-D6 10-85;

ii. Corrosion – National Association of Corrosion Engineers (NACE) – ASM/NACE RPO 178-91 A, B, C;

iii. Welds – American Welding Society (AWS) – ANSI/AWS B1.11-88; and

iv. Concrete – American Concrete Institute ( ACI) 201.1R-92.

b. Contractor shall conduct a representative pit and blister survey/inspection.

2. Inspection of the Clearwell shall include the following:

a. Contractor shall inspect the interior coatings to assess conditions including peeling, blistering or other indications of loss of coating integrity. Any areas of pitting or rust, as well as any associated undercutting or migration, should be documented in the final reporting. Findings are to be graded in accordance with the applicable standards from the following agencies:

i. Coatings – Society for Protective Coatings (SSPC) – American National Standards

Institute/Steel Structures Painting Council. ANSI/SSPC-Vis 2-82/ASTM-D6 10-85;

ii. Corrosion – National Association of Corrosion Engineers (NACE) – ASM/NACE RPO 178-91 A, B, C;

iii. Welds – American Welding Society (AWS) – ANSI/AWS B1.11-88; and

iv. Concrete – American Concrete Institute ( ACI) 201.1R-92.

3. Inspection of the Rector Reservoir intake tower shall include the following:

a. Visually inspect all 7 valves and shafts; that are accessible

b. Visually inspect all 7 intakes; that are accessible

c. Visually inspect inside and outside of intake tower to determine stability of concrete;

d. Inspect tower piping via remote camera;

e. Provide VHC-Y all video on a USB drive; and

f. Measure silt from the top of the tower.

C. Reporting Services

1. Reporting for each of the three water tanks shall include the reporting of the following:

a. Contractor shall provide an interior DVD, USB or digital video documentation of designated tanks, both above and below the waterline. Narrated color DVD, USB or digital video shall review at a minimum the conditions of internal walls, floors, roofs, hatches, welds, overflow structures, sediment and any identified discrepancies;

b. Contractor shall provide estimates of corrosion, both above and below the waterline, based on NACE and SSPC guidelines;

c. Contractor shall provide grading of the weld seams based on AWS criteria;

d. Contractor shall provide a description of concrete condition denoting any problem areas such as cracking, spalling or deterioration;

e. Contractor shall provide a description of hatch condition, vent and screen condition, ladder condition and overflow structure and flap condition;

f. Contractor shall provide recommendations and cost estimates for recommended repairs; and

g. Contractor shall provide copies of any video, photo, and reporting documentation will be provided to the State on a USB flash drive.

h. Contractor shall provide interior pitting depth measurements, to 10 mils accuracy, shall be reported by location and character. Non-destructive coating mil thickness test – DFT (dry film thickness) of installed coating system. DFT sampling shall be performed on various surfaces of the reservoirs listed. Representative readings (location and findings), from accessible areas of the interior and exterior coating are to be provided in the final reports.

2. Reporting for the clearwell shall include the following:

a. Contractor shall provide an interior DVD, USB or digital video documentation of designated tanks, both above and below the waterline. Narrated color DVD, USB or digital video shall review at a minimum the conditions of internal walls, floors, roofs, hatches, welds, overflow structures, sediment and any identified discrepancies;

b. Contractor shall provide estimates of corrosion, both above and below the waterline, based on NACE and SSPC guidelines;

c. Contractor shall provide grading of the weld seams based on AWS criteria;

d. Contractor shall provide a description of concrete condition denoting any problem areas such as cracking, spalling or deterioration;

e. Contractor shall provide a description of hatch condition, vent and screen condition, ladder condition and overflow structure and flap condition;

f. Contractor shall provide recommendations and cost estimates for recommended repairs; and

g. Contractor shall provide copies of any video, photo, and reporting documentation will be provided to the State on a USB flash drive.

h. Contractor shall provide interior pitting depth measurements, to 10 mils accuracy, shall be reported by location and character. Non-destructive coating mil thickness test – DFT (dry film thickness) of installed coating system. DFT sampling shall be performed on various surfaces of the reservoirs listed. Representative readings (location and findings), from accessible areas of the interior and exterior coating are to be provided in the final reports.

3. Reporting for the Rector Reservoir intake tower shall include the following:

a. Contractor shall provide documentation of any OSHA, American Water Works Association (AWWA), and National Fire Protection Association Code 22 (NFPA-22) health or safety compliance discrepancies related to the reservoirs, (e.g. potential contamination sources, ladders, balconies and hatches, etc.).

D. Cleaning

1. Cleaning of the three water tanks shall include the following:

a. Contractor shall provide the labor, equipment and supplies necessary to clean sediment;

b. Contractor shall thoroughly remove all accumulated bottom sediment and debris from each potable water storage tank in a manner that does not compromise the tank integrity and/or coating system and does not cause disruption to the use or quality of the water.

c. All removed water, debris (or other waste materials) and any necessary permitting will be the responsibility of the contractor.

d. Contractor shall de-chlorinate all removed water.

e. The tanks shall remain in operation while the cleaning is in progress. If shut down is necessary, it shall be for a minimal period and will be discussed and agreed to between the contractor and State’s Representative.

f. Contractor shall remove sediments up to one (1”) inch in depth, averaged over the entire floor area.

g. Should the bottom sediment exceed the one (1”) inch in any one reservoir, the Contractor shall notify the Contract Manager and signed authorization from the Contract Manager will be obtained prior to the State incurring any additional cost.

h. Should the accumulated sediment removal require additional time and incur additional cost, the State will be notified and a signed authorization from the State’s Representative will be obtained prior to the State incurring any additional cost.

2. Cleaning of the Clearwell shall include the following:

a. Contractor shall provide the labor, equipment and supplies necessary to clean sediment;

b. Contractor shall thoroughly remove all accumulated bottom sediment and debris from the Clear

Well in a manner that does not compromise the integrity and/or coating system and does not cause disruption to the use or quality of the water.

c. All removed water, debris (or other waste materials) and any necessary permitting will be the responsibility of the contractor.

d. Contractor shall de-chlorinate all removed water.

e. The Clearwell shall remain in operation while the cleaning is in progress. If shut down is necessary, it shall be for a minimal period and will be discussed and agreed to between the contractor and State’s Representative.

f. Contractor shall remove sediments up to one (1”) inch in depth, averaged over the entire floor area.

g. Should the bottom sediment exceed the one (1”) inch in any one reservoir, the Contractor shall notify the Contract Manager and signed authorization from the Contract Manager will be obtained prior to the State incurring any additional cost.

h. Should the accumulated sediment removal require additional time and incur additional cost, the State will be notified and a signed authorization from the State’s Representative will be obtained prior to the State incurring any additional cost.

3. Cleaning of the Rector Reservoir intake tower shall include the following:

a. Contractor shall provide the labor, equipment and supplies necessary to clean sediment and other debris away from intake ports, and obstructions to valve operation.

b. Contractor shall provide the labor, equipment and supplies necessary to remove accumulated sediment within the intake tower that interferes with the operation of the tower.

6. LICENSES/PERMITS/CERTIFICATIONS

A. All diving operations to be conducted by certified commercial divers who are Association of Commercial Diving Educators (ACDE) cardholders. Alternatively, divers who have completed specialized military training i.e., Navy 1st or 2nd Class Dive Courses or Master dive School shall also qualify.

B. All members of the Contractors dive team shall show proof of certification as commercial divers, have current CPR and First Aid Card, a Professional Association of Diving Instructors (PAD)I Emergency Oxygen Administrator (02 Administer Card). Further, all members of the dive team shall have completed a diver physical within the previous 24 months.

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

D. All licenses and classifications are required in order to submit a bid and will be verified by CalVet.

6. PARTS REPAIR/REPLACEMENT

A. This agreement shall include replacement of any part that becomes worn or inoperable, or that otherwise affects the equipment's operability in any way. A written estimate of the required part(s) 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.

B. 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. All parts shall be paid under this contract or CalVet may elect to purchase parts themselves as determined by the Contract Manager.

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

D. 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 CalVet.

6. WORK AREA

A. Inspections and Cleaning shall be performed while the domestic water system is in service with as little disruption to the State’s operations as possible, and without causing disruption to the treatment or distribution system. Specifically, the work shall be performed such that the State will not have to make arrangements for additional utility personnel or equipment or do any special scheduling.

7. WORKMANSHIP

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

County regulations. Contractor is responsible for compliance with all applicable laws, codes, rules and regulations in connection with work performed under this Agreement.

8. INDEPENDENT CONTRACTOR STATUS

A. Contractor shall be considered “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. Worker’s Compensation; and

5. Other employee benefits.

9. CONTACT INFORMATION

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

1. CalVet Representative/Contract Manager:

Veterans Home of California, Yountville Contract Manager: TBD 100 California Drive Yountville, CA 94599 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. CalVet may execute amendments to extend the term for one (1) year extensions and add additional funds at the rates stated in Exhibit B-1, Rate Sheet. No amendment or variation of the terms of the Agreement shall be valid unless made in writing and agreed upon by both parties.

California Department of Veterans Affairs Exhibit A1 - Water System Assets

Agreement Number: 25YS0021

TBD

Tank ID Head Tank Veteran's Home Tank Rector Reservoir, Rector Water

Plant

Rector Water Plant

Clearwell

Reservoir Intake Tower

Location 7300 Silverado Trail, Napa, CA

190 California Drive, Yountville, CA 7300 Silverado Trail, Napa, CA 7300 Silverado Trail, Napa, CA

7300 Silverado Trail, Napa, CA

Type of Tank On-Ground Subterranean On-Ground Sub-floor In Reservoir Column

Tank Construction Welded Steel Concrete Welded Steel Concrete Concrete

Hatch Size and Location Side 20" and up and 30"

Round

Double doors in dome roof 24" x 24" Roof Hatch

South Edge of Tank Roof

39" x 39" Hatch N/W Corner 24" Manhole Top of Tower

Tank Dimensions

(Overall height and water depth when full)

24' x 10'

20' Overflow

118'-6" x 14"-0"

Entrance at Grade

Water Depth, 14ft.

74' x 32'

Overflow at 30'

23'W x 50'L x 12"H

Entrance at Grade

Water Depth 10'

126' from base to top. Water depth varies seasonally. Top 20' of tower exposed.

Tank Capacity 11740 Gallons 1,000,000 Gallons 1,000,000 Gallons Approx. 80,000 Gallons N/A

Ladders Internal Unknown Yes Yes Yes No

Ladder External Yes No Yes No Yes

Safety Climb (Cable, Rail, or Cage) Rail Platform Rail and Cage N/A Ladder/Cage

Vehicle Access Yes Yes Yes Yes No

110v onsite Yes Yes No Yes No

Year Constructed 2000 1925, Renovated 2010 2000 2000 1946

Last inspection 2/1/2023 2/1/2023 2/1/2023 2/1/2023 2/1/2023

Last cleaning 2/1/2023 2/1/2023 2/1/2023 2/1/2023 2/1/2023

Expected findings (sand, silt, iron, manganese, etc)

Sand and Silt Sand Minimal silt Minimal Silt Sand, Silt

Rector Reservoir Water System Tanks and Intake Tower

Water System Assets

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

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).

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

SCUBA DIVING/TANK INSPECTION SERVICES

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

A. Inspect Intake Tower with report on condition $

B. Inspect, clean, and remove sediment from Clearwell $

C. Inspect, clean, and remove sediment from 1 million-gallon storage tank $

D. Inspect, clean and remove sediment from Head Tank $

E. Inspect, clean and remove sediment from 1 million gallon storage tank of Veterans Home grounds $

F. Provide comprehensive report including digital video for all systems inspected and cleaned $

J. Parts $ 5,000.00

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 occurrence 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.

8) Contractor agrees that any insurance herein provided shall be in full force and effect at all times during the term of the contract.