4._24YS0030_-_All_Exhibits_(A-D).pdf

California Department of Veterans Affairs Agreement Number: 24YS0030 Exhibit A - Scope of Work TBD

Rethermalization Meal Delivery System Services

1. INTRODUCTION/SERVICES

A. Contractor shall provide services, as specified, to California Department of Veterans Affairs, (CalVet). The contractor shall provide services at the Veterans Home of California-Yountville (Home), located at 190 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 preventive maintenance and repair services to protect Yountville Home’s Rethermalization Meal Delivery System and ensure the system is functioning at an optimum level ensuring compliance with food safety regulations and improving resident meal satisfaction. This system is critical to providing healthy meals for all the residents at the Yountville Veterans Home. Services shall be provided at the Yountville Veterans Home, upon request and in compliance with the terms of this Agreement.

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

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

Description Quantity Location

Convect-Rite Prime Cart 51 Holderman Kitchen – 42 Annex I – 4 Annex II - 5

Transport Cart 8 Holderman Kitchen – 3 Annex I – 4 Annex II - 1

Convect-Rite Prime Docking Station 18 Holderman Kitchen – 9 Annex I – 4 Annex II - 5

3. MINIMUM QUALIFICATIONS

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

B. Contractor shall provide a service technician who is factory-trained on the Aladdin Temp-Rite Convect-Rite Prime Retherm System 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.

California Department of Veterans Affairs Agreement Number: 24YS0030 Exhibit A - Scope of Work TBD

4. CONTRACTOR RESPONSIBILITIES

A. General

1. The Contractor shall provide all labor, supplies and materials, programming, and testing necessary to maintain the rethermalization equipment at the Home.

2. The Contractor shall provide preventative maintenance during normal business hours Monday through Friday, 7:00 AM to 5:00 PM (PST), unless other arrangements are agreed upon with the CalVet Contract Administrator.

3. The Contractor shall schedule preventive maintenance visits with the CalVet Contract Manager prior to visiting the Home.

4. The Contractor shall comply with the Home’s sign-in and sign-out policy by reporting to the Security/Front

Desk upon arrival and departure from the facility, and by wearing identification badges and/or uniforms bearing the name of the Contractor as well as visitor badges issued by the Home.

5. The Contractor shall provide manufacturer-certified technicians for all services.

6. The Contractor shall render the System fully operational before the technician leaves the facility. In the event the System cannot be made operational, the technician shall notify the CalVet Contract Manager or authorized representative of the status.

7. The Contractor shall maintain qualified technicians and adequate equipment/parts to make repairs within twenty-four (24) hours. This shall include emergency calls, call-back service, and regularly scheduled maintenance.

8. The Contractor shall provide Engineering/Manufacturing technical support five (5) days per week to include technical troubleshooting, coordination, and parts ordering.

a. Support calls received during Contractor business hours, 7:00 am – 5:00 pm PST, calls/emails for service issues are taken up immediately upon receipt.

b. Severity and possible operational or environmental factors that may be contributing to the service issue are discussed between Contractor and the CalVet requestor to determine severity of issue.

c. The outcome of the discussion between the Contractor and CalVet requestor escalates to discovery where parts and services are coordinated on the part of the Contractor.

d. Parts, if needed, are shipped to arrive in coordination with the first available window by the service agent used in the customer’s area.

9. Accidents/Damages: Damage caused to the equipment covered herein due to fire, abuse, act of God, accident, unauthorized alterations, disasters, the elements, failure of electrical power, misuse, use of unauthorized agents, vandalism or negligence by the State or its officers, agents, employees, or residents, are not covered by this Agreement.

B. Preventative Maintenance Services

1. Preventive maintenance services shall be provided for the Convect-Rite Prime Cart, Transport Cart, and

Convect-Rite Prime Docking Station as follows:

California Department of Veterans Affairs Agreement Number: 24YS0030 Exhibit A - Scope of Work TBD

CONVECT-RITE PRIME CART

General Task Description Frequency

Exterior C. Tighten all screws fastening hinges as needed.

D. Check door handle and latch (adjust, repair or replace as needed).

E. Check door safety catches (lubricate, adjust or replace as needed).

F. Check caster (cut out nay mop strings, hairnets, and debris from wheels). Replace as needed.

G. Lubricate casters if required.

Semi-annually

CONVECT-RITE PRIME CART

General Task Description Frequency

Interior Panel 1. Tighten all screws fastening interior panels to cabinet.

2. Check interior center panels & side brackets for breaks or cracks

(replace or repair if needed).

3. Replace missing “hot” or “code” stickers on center panel.

Semi-annually

TRANSPORT CART

General Task Description Frequency

Exterior 1. Inspect magnet hold back plates (tighten or replace as needed).

2. Check door swing for proper fit to cart tank (adjust or repair as needed).

3. Check any additional door latches for proper fit (adjust as needed).

4. Check casters (cut out any mop strings, hairnets, and debris from wheels). Replace as needed.

5. Lubricate casters if required.

Semi-annually

Interior 1. Tighten all screws fastening interior panels to cabinet.

2. Check door hinge for missing rivets (replace as necessary).

3. Check interior tray brackets for breaks or cracks (replace or repair if needed).

Semi-annually

CONVECT-RITE PRIME DOCKING STATION

General & Electrical

Task Description Frequency

Voltage Supply to Docking Station

1. Check for proper voltage supply to the rethermalization unit.

Refer to the data plate for the proper voltage supply.

2. Check electrical cord and connections for broken or loose wires.

3. Check amp draw on each unit under full load. Refer to data plate for correct load.

4. Remove side covers and check all electrical connections, tighten as needed.

Semi-annually

Safety Switch, locking hook and traction spring

1. Inspect the cart proximity switch located beneath the docking station (adjust or replace as needed).

2. Check traction side springs for tension (adjust or replace as needed).

3. Check alignment of each dock for proper docking (adjust as needed from wall/floor).

4. Tighten or replace cover panel screws as needed (top, front and side).

Semi-annually

California Department of Veterans Affairs Agreement Number: 24YS0030 Exhibit A - Scope of Work TBD

5. Adjust and lubricate front plunger (replace if transition is rough or becomes impeded.

CONVECT-RITE PRIME DOCKING STATION

Refrigeration Task Description Frequency

Temperature Settings

1. Check air temperature settings, adjust as needed. Refer to manual for temperature range.

2. Verify that the temperature on the docking station is chilling down.

3. Check heaters for operation. Replace or repair as needed.

Note: The temperature sensor on the controller is for air temperature indication purposes only.

Semi-annually

Fan Operation 1. Fans are located across the front of the unit. Check shaft bearings, replace as needed.

2. Viewing from inside, verify all circulating fans are operating properly and are unrestricted.

3. Check fan motor couplings, replace as needed.

Semi-annually

Condensate Evaporator Operation

1. In areas where domestic water is hard, it may be necessary to occasionally remove residue from the evaporator pan. Clean as required.

2. Check that evaporator pans are heated. Check connections and/or replace if pan not warm.

3. Replace pan if water leaking or pan is severely pitted.

Semi-annually

Refrigerant 1. Check for proper refrigerant pressure levels (as required on data plate).

2. Physically check for refrigerant leaks at the compressor, evaporator coils and associated piping.

3. Charge as needed.

4. Observe sight glass for signs of acidic levels in system.

Semi-annually

Condenser- Holderman Kitchen, Annex I and Annex II

1. Use vacuum cleaner with proper brush or a whiskbroom to clean the compressor, motor and related parts. In extreme cases of dust and grease build-up, the condenser fins may require blowing out with compressed air.

Monthly (by facility, as needed, or during PM Service)

Controller Task Description Frequency

Verify proper operation of timer: check voltage readout, manual retherm, clock, auto retherm, reset clock time if needed.

Semi-annually

C. Repair Services

1. The Contractor shall provide repair services requested to keep the equipment fully operational.

2. Repair services shall be provided upon request from the CalVet Contract Manager or designee.

3. The Contractor shall make every effort to complete repair during standard business hours. The State, at its discretion, may allow access to the equipment during non-standard business hours when necessary.

4. The Contractor shall make every effort to complete repairs the same working day. Unless the repair requires part(s) that must be ordered, no repair may take longer than five (5) working days to complete.

California Department of Veterans Affairs Agreement Number: 24YS0030 Exhibit A - Scope of Work TBD

When a delay in repair will occur due to part(s) that must be ordered, written notification shall be presented to the CalVet Contract Manager immediately.

5. The Contractor shall provide repair services during normal business hours Monday through Friday, 7:00

AM to 5:00 PM (PST), unless other arrangements are agreed upon with the CalVet Contract Administrator.

6. Repair services shall be provided for the Convect-Rite Prime Cart, Transport Cart, and Convect-Rite

Prime Docking Station.

7. Equipment Removal

a. The Contractor shall endeavor to perform all services required under this Agreement on State premises. In the event that equipment must be removed from State premises for repair, prior approval from the CalVet Contract Manager shall be obtained.

b. The CalVet Contract Manager or designee shall record the serial number(s) of the equipment being removed and inspect the equipment. No equipment shall be removed from State premises until inspection and recording of the serial number(s) has been completed.

c. Upon return of the equipment by the Contractor, the CalVet Contract Manager or designee shall check the serial number(s) against those previously recorded and inspect the equipment for acceptability.

d. The Contractor shall be responsible for picking up and delivering from State premises.

e. Upon completion of repair, the Contractor shall notify the State to schedule a delivery date and time.

Under no circumstances shall equipment removed from State premises be kept by the Contractor longer than five (5) working days, unless prior written permission has been obtained from the CalVet Contract Manager.

D. Parts Replacement

1. The Contract shall include replacement of any part that becomes inoperable, or that otherwise affects the equipment operability in any way. Contractor shall notify the CalVet Contract Manager prior to ordering and/or installing the part. A written estimate of the required part(s) shall be submitted in writing to the CalVet Contract Manager and approved before replacement.

2. Parts replaced by the Contractor shall be new or warranted as new.

3. The Contractor shall maintain an adequate supply and/or be able to obtain within a reasonable amount of time any necessary replacement parts in order to perform repairs and maintenance in a timely manner.

4. Consumables and other supply items are hereby excluded.

5. Any parts that have been replaced become the property of the Home.

5. Workmanship

1. The Contractor shall conform to all applicable city, county, state and federal laws, ordinances, regulations, guidelines, pamphlets, circulation letters, or any other applicable directive in the performance of work under this Contract. This includes, but is not limited to Title 17 and Title 22 of the California Code of Regulations.

2. The State shall inspect work performed by the Contractor after completion. The State is solely responsible for determining acceptability of the work performed and the operability of the equipment.

California Department of Veterans Affairs Agreement Number: 24YS0030 Exhibit A - Scope of Work TBD

6. Work Area

1. The Contractor shall ensure that the work area is kept clean and free of debris, as necessary, to maintain a safe working environment for staff and residents.

2. The Contractor shall perform services with as little disruption to the State’s operations as possible.

3. The Contractor shall remove all tools, equipment, and other work materials belonging to Contractor from the Home premises at the end of each working day.

4. The State shall not be responsible for storage of any Contractor property.

5. Document Requirements: After completion of maintenance and/or repair services, the Contractor shall submit a complete report to the CalVet Contract Manager of the services provided. The report shall include:

a. Date of Service

b. Description of service provided, including replacement of any worn or nonfunctioning parts.

c. Printed name and signature of service technician.

d. Location of Equipment

e. Equipment make, model and serial number

f. Description of any noted deficiencies and suggested corrective action

g. Total labor hours expended

h. Signature of State employee certifying indicated services were performed.

i. The Contractor shall be responsible for all travel costs relating to all maintenance and support service

6. 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:

100 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 twenty (20) days 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.

California Department of Veterans Affairs Agreement Number: 24YS0030 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) 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.

Exhibit B-1 TBD

Rev. 3-21-2016 Page 1 of 1

Rethermalization Meal Delivery System 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 all-inclusive rate listed below is in effect for the term of the Agreement, including any extension of the term through an amendment.

Description of Service

Rate Per Hour

A. Preventative Maintenance (Convect-Rite Prime Docking Stations, Carts and Transport Carts) (July 2024, January 2025, July 2025 & January 2026)

B. Repairs (Convect-Rite Prime Docking Stations, Carts and Transport Carts)

D Parts (Amount for Entire 2-Year Contract Term) $20,000.00

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. 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. 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.

8. 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.

9. 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.

10. 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.

11. 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 04/2017), 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.

12. 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. In the event the Contractor fails to keep in effect at all times all required license(s) and permit(s), the State may, in addition to any other remedies it may have, terminate this contract upon occurrence of such event.

13. CONSULTANT – STAFF EXPENSES

The Contractor represents that it has or shall secure at its own expense, all staff required to perform the services described in this Agreement. Such personnel shall not be employees of or have any contractual relationship with any governmental entity.

14. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) STANDARDS FOR

PRIVACY OF INDIVIDUALLY IDENTIFIABLE HEALTH INFORMATION

For the purpose of this contract, contractor shall comply with the federal Health Insurance Portability and Accountability Act (HIPAA), as well as State and Federal requirements for privacy protection. The definitions and obligations required by the HIPAA Standards for Privacy of Individually Identified Health Information (U.S.C. 1320d et seq.), and implementing regulations including but not limited to 45 Code of Federal

Regulations parts 142, 160, 162, and 164, hereinafter referred to as the Privacy Rule, remain enforce and applicable for access to protected health information, including electronic protected health information.

15. Executive Order N-6-22 – Russia Sanctions

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions.

Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.

16. LEGAL CONTRACTS (applies only to Legal Services Contracts)

In accordance with (Public Contract Code Section (10353.5) The Contractor shall:

A. Agree to adhere to legal cost and billing guidelines designated by the State.

B. Adhere to litigation plans designated by the state agency.

C. Adhere to case phasing of activities designated by the state agency.

D. Submit and adhere to legal budgets as designated by the state agency.

E. Maintain legal malpractice insurance in an amount not less than the amount designated by the state agency.

F. Submit to legal bill audits and law firm audits if requested by the state agency. The audits may be conducted by employees and designees of the state agency or by any legal cost control providers retained by the state agency for purpose.

G. Submit to a legal cost and utilization review, as determined by the state agency.

17. Generative Artificial Intelligence (GenAI) Use and Reporting

“The State of California seeks to realize the potential benefits of GenAI, through the development and deployment of GenAI tools, while balancing the risks of these new technologies.

During the term of the contract, Contractor must notify the State in writing if their services or any work under this contract includes, or makes available, any previously unreported GenAI technology, including GenAI from third parties or subcontractors. Contractor shall immediately complete the GenAI Reporting and Factsheet (STD 1000) to notify the State of any new or previously unreported GenAI technology. At the direction of the State, Contractor shall discontinue the use of any new or previously undisclosed GenAI technology that materially impacts functionality, risk or contract performance, until use of such GenAI technology has been approved by the State.

Failure to disclose GenAI use to the State and submit the GenAI Reporting and Factsheet (STD 1000) may be considered a breach of the contract by the State at its sole discretion and the State may consider such failure to disclose GenAI and/or failure to submit the GenAI Reporting and Factsheet (STD 1000) as grounds for the immediate termination of the contract. The State is entitled to seek any and all relief it may be entitled to as a result of such non-disclosure.

The State reserves the right to amend the contract, without additional cost, to incorporate GenAI Special Provisions into the contract at its sole discretion and/or terminate any contract that presents an unacceptable level of risk to the State.