All_Exhibits.pdf

California Department of Veterans Affairs Agreement Number: 25BS0014 Exhibit A – Scope of Work Contractor Name: TBD

WATER MANAGEMENT, TESTING, AND REMEDIATION SERVICES

1. INTRODUCTION/SERVICES

A. Contractor shall provide services, as specified, to California Department of Veterans Affairs, (CalVet).

Contractor shall provide services to the Veterans Home of California - Barstow (Home), located at 100 East Veterans Parkway, Barstow, CA 92311. Contractor shall provide all labor, materials, staff, transportation, license, permits and every other item of expense necessary, unless otherwise stated. Services shall be provided at the Home, upon request and in compliance with terms of this Agreement.

B. All work shall be coordinated and approved by CalVet Contract Manager or designated representative.

Services shall be performed during standard business hours 8:00 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 CalVet Contract Manager, prior to this work taking place. Any and all services performed outside the scope of this Agreement or not approved by the CalVet Contract Manager, or designated representative, 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 CalVet Contract Manager and the Contractor has received an executed contract from CalVet. Any delivery or performance of service commenced prior to the Contractor obtaining all written approvals shall be considered voluntary on the part of the Contractor.

2. EQUIPMENT

A. The following equipment is included in this Agreement:

1. Cooling tower / condenser water system (Lincoln Chemical Free Water Treatment System, Lincoln Transformer Panel and Coil Pipe assembly, WebMasterOne controller).

I. Located behind Plant Operations, Building A (Location #12).

2. Closed Loop Chilled and Hot Water System.

I. Located across Plant Operations, Building A (Location #4).

II. Make up System, Building A (Location #6)

3. Nine (9) Water Softener Dual alternating skids for Domestic Hot water system.

I. Located across Plant Operations, Building A (Location #5).

II. Unit 300 Mechanical Room, Building A (Location #1).

III. Unit 700 Mechanical Room, Building A (Location #2).

IV. Unit 1100 Mechanical Room, Building A (Location #3).

V. Residential buildings B, C, D, E (Location #7- #10).

VI. Building F (Location #11).

B. The State reserves the right to add or delete equipment that has become obsolete. Additional equipment will be serviced at the unit rates specified herein. Contractor will be notified in writing by the CalVet Contract Manager of equipment that has been added and/or removed from the list.

3. MINIMUM QUALIFICATIONS

A. 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.

B. All service performed under this Agreement shall be performed by certified service technicians in the employ or under the direction of the Licensed Contractor.

C. Contractor must have at least three (3) years of experience in successfully developing and supporting water management plans in other facilities.

D. Contracting laboratory shall be licensed (permitted) by the California Department of Public Health (CDPH) for the types of analysis to be performed under this Agreement. The laboratory must also be ELITE certified by the Center for Disease Control (CDC) and must be located in California to facilitate temperature control requirements at delivery.

4. LICENSES, PERMITS, AND CERTIFICATION REQUIREMENTS

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

Contractor must hold current California Department of Health Services Environmental Laboratory Certification for the types of analysis to be performed under this Agreement.

5. CONTRACTOR’S RESPONSIBILITIES

Contractor shall provide the following services:

A. COMPREHENSIVE WATER MANAGEMENT PLAN:

In coordination with the Program Team, Contractor shall review the current Water Management Plan (written July 2022) that is designed to limit exposure to, and the growth of, legionella and other opportunistic water borne pathogens. The program is designed to meet the needs of the Home for preventive measures and to ensure prompt response when a positive result is found. Contractor shall review the comprehensive manual within 30 business days after contract execution. Contractor shall update the manual upon execution of an Agreement and annually thereafter. These updates will be paid at the rate stated in Exhibit B-1, Rate Sheet. A most recent hard copy shall be kept in the Plant Operations office and a most recent digital copy on a thumb drive. The Water Management Plan will be enacted within 30 business days after the contract is executed and will continue until the termination of this contract. Upon completing a site survey, Contractor shall review the main components of the program which will include, at a minimum:

1. Program Team

The Water Management Plan shall be implemented and monitored by both Contractor and the Home.

As part of the program, a program team will be dedicated to implementing, reviewing, and revising the comprehensive program. Members of the team will include at a minimum, the following members:

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

2. Description of the Home Water Systems

Contractor is responsible to review and/or update text and detailed flow diagrams that describe the facility water systems. Contractor must review and update a flow diagram for the entire facility, as well as individual flow diagrams for each building included in the program, if information in the July 2022 Water Management Plan is incorrect. The diagrams should indicate the locations of end-point uses of potable and non-potable water systems, location and purpose of any water processing components, and any other processes that involve the storing, conditioning, cooling, heating, and recirculation of said water. Key plumbing elements and water fixtures, such as sinks, showers, spas, decorative fountains, drinking fountains, etc., should also be represented. For examples and guidelines, reference the CDC Toolkit and the ASHRAE 188P Standard.

3. Identified Location where Legionella and Other Opportunistic Pathogens Can Grow/Spread Contractor must conduct an initial Risk Assessment and to consult the Home in the identification of any high-risk locations. Water systems included in the program must include, but are not limited to, showers, sink faucets, toilets, drinking fountains, ice machines, water heaters, storage tanks, pools, spas, humidifiers, misters, cooling towers, and decorative fountains. A one-time service fee for a four-hour visit will be paid at the rate stated in Exhibit B-1, Rate Sheet.

4. Identification of Control Measures and Monitoring Methods/Frequencies

Contractor must consult the Home in the identification of such measures, methods, and frequencies.

Reference the CDC Toolkit and the ASHRAE 188P Standard.

5. Establish Intervention Protocols

Contractor must consult the Home in the identification of such protocols. Contractor must consult the home on protocols pertaining to water access, evacuations, etc.

6. Quarterly Analytical Water Sampling for Hot Water/Drinking Water

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

SAMPLE SCHEDULE

Location Quarter 1 Quarter 2 Quarter 3 Quarter 4

Number of Samples

Number of Samples

Number of Samples

Number of Samples

1) Building A - Wing 1 2 2 2 2

2) Building A - Wing 2 2 2 2 2

3) Building A - Wing 3 2 2 2 2

4) Building A – Hot Water 1 1 1 1

5) Building A - Kitchen 1 1 1 1

6) Building A – Make up system 1 1 1 1

7) Building B 2 2 2 2

8) Building C 2 2 2 2

9) Building D 2 2 2 2

10) Building E 2 2 2 2

11) Building F 2 2 2 2

12) Cooling Towers 1 1 1 1

TOTAL 20 20 20 20

7. Water Sampling Procedures Contractor shall provide written water sampling collection procedures and provide training to Home staff on how to properly collect samples and prepare them for shipping to the designated laboratory.

These procedures will be subject to change based on the Home’s need and staff training shall be ongoing during the contract term to reinforce proper collection protocols and address any staff turnover.

8. Remediation Response Protocol

Contractor shall provide, as part of the Water Management Plan, a written protocol to address any Legionella positive results that may call for a remediation, depending on the program guidelines. The plan shall be updated as needed and kept in the Plant Operations office. The response protocol shall include any and all actions that should be implemented in the case of a verified positive result. The response protocol shall include an adequate response time to meet the standard – within 24 hours and an onsite representative to facilitate the remediation procedure.

Contractor must supply the chemicals, equipment, testing material, and any other pertinent items in order to successfully remediate a location listed on the sampling schedule. Individuals handling the chemical, on behalf of the Contractor, must be properly trained in the handling, transportation, and use of the chemical. The chemical used must be an Environmental Protection Agency (EPA) and California Department of Pesticide Regulation (CalDPR) registered biocide approved for potable water use.

9. Emergency Sampling and Follow-up Sampling

Contractor shall provide necessary emergency testing upon request from the Home and if there is verifiable reason to indicate that there may be a Legionnaire’s Disease outbreak. Contractor shall respond to requests for emergency testing within eight (8) hours of telephone notification by the Contract Manager or designee. When possible, emergency testing shall be performed during standard business hours as specified herein. The Home may, at its discretion, allow access to the facility during non-standard business hours when necessary. Any emergency testing service provided shall be completed the same working day, unless written notification of delay is submitted to the Contract Manager or designee. No additional charges shall be incurred as a result of these tests. They are included in the comprehensive program. Any testing requested outside the scope of this Agreement may incur additional charges presented in a quote to the Home.

10. Documentation and Handling of Samples

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

I. Labels

a. Site of project name.

b. Sample identification number.

c. Sampler’s initials.

d. Sample matrix.

e. Date and time samples were collected.

f. Preservative(s) used.

II. Chain-of-Custody Forms

a. Site or project name.

b. Sampler’s name and telephone number.

c. Sample identification number.

d. Date and time sample collected.

e. Number and type of containers.

f. Preservative(s) used.

g. Type of sample.

h. Analysis required.

i. Turnaround time requested.

j. Remark space for additional information.

k. Date and time sample relinquished and received.

l. Space for relinquishing and receiving person’s signature.

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

11. Decommissioning and Recommissioning of Buildings and Water Systems

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

I. CUSTODY

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

II. DISPOSAL OF SAMPLES

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

III. RECOMMNEDATIONS FOR FILTRATION EQUIPMENT, DISINFECTION SYSTEMS, OR OTHER

TREATMENT

Contractor, serving as consultant and subject matter expert, may present recommendations to the Home pertaining to the adoption and implementation of certain water treatment solutions such as, but not limited to, point-of-use filtration devices, water disinfection systems, and other solutions that may increase the safety of the end users and overall effectiveness of the Water Management Plan.

Such recommendations shall be presented in a separate proposal at the ultimate discretion of the Home.

6. REPORTS:

A. A full report on chemistry and component conditions must be provided within 24 hours of the visit.

B. Results of the analysis shall be reported to the local health officer no later than the 10 business day of the month following receipt of the results.

C. Contractor will provide a sample report showing the tests and analysis that will be provided. Report shall indicate the testing methodology and the accuracy of each test that will be performed.

D. Quarterly reports shall include water analysis and recommendations.

E. CalVet reserves the right to request Contractor for additional reports or information as needed. The report shall be submitted in electronic format and sent via electronic mail as requested by CalVet. If electronic mail is not available, arrangements will be mutually agreed upon by Contractor and the CalVet Manager or designee.

F. Provide the Home all the documentation of the equipment inspection and maintenance required for licensing and accreditation purposes.

G. Contractor must provide a spill contingency plan and assume responsibility for the chemical treatment products. This contingency plan shall be submitted to the Chief of Plant Operations I and/or Chief Engineer I within 30 business days of execution of the contract. The handling and transfer of chemicals must be specified as well as a remediation plan, should a spill occur.

H. Provide a complete list of all products that will be used for the water treatment. This list shall be submitted within 30 business day of contract execution and afterwards, anytime that changes take place.

I. Contractor shall provide the CalVet Contract Manager or Designee with information regarding feed chemical product rates and dosages for each product and each system.

7. BACTERIOLOGICAL SAMPLING POSITIVE RESULTS

A. A repeat sample shall be collected from the same location within 48 hours of being notified of the positive result.

B. If the repeat sample is also total coliform-positive, the sample shall also be analyzed for the presence of fecal coliforms or Escherichia coli (E. coli).

C. Contractor shall notify the Home’s Chief of Plant Operations I and/or Chief Engineer I within 24 hours of a coliform-positive result. This will allow the Home sufficient time to notify the appropriate authorities and take appropriate corrective actions, as directed by the local health officer, in cases were the samples are coliform-positive.

D. Repeat samples will be in the rate specified for quarterly biological drinking water analysis.

8. PREVAILING WAGES

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

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

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

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

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

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

9. WORK AREA

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

10. WORKMANSHIP

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

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

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

11. INDEPENDENT CONTRACTOR STATUS

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

A. Premium Pay, Overtime Pay, or Holiday Pay;

B. Medical Insurance;

C. Vacation or Sick Leave;

D. Worker’s Compensation, and E. Other employee benefits.

12. CONTACT INFORMATION

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

1. CalVet Home Representative:

Veterans Home of California – Barstow Contact Name: TBD 100 East Veterans Parkway Barstow, CA 92311 Phone: TBD Email: TBD

2. Contractor Representative:

Contractor Name Contact Name and Title Address City, State, Zip Code Phone:

Email:

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.

California Department of Veterans Affairs Exhibit A-1 – Map of the Barstow Home

Agreement Number: 25BS0014 Contractor: TBD

#12 #4 #5 #6

#1

#2

#3

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#11

Exhibit B - Budget Detail and Payment Provisions Contractor Name: 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 – Barstow Attn: TBD 100 East Veterans Parkway Barstow, CA 92311

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 Contractor Name: TBD

6) Contract/Agreement Number

7) Date(s) of Service

8) Total dollar amount being billed

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

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

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

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

a) Hourly Rate

b) Time in and time out

c) Total hours worked

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

3. CONTRACTOR OVERPAYMENTS

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

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

4. DVBE Withhold

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

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

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

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

Exhibit B-1, Rate Sheet Contractor Name: TBD

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

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

Description of Service Cost Per Service

A.

Update of Comprehensive Water Management Plan upon contract execution and annually (Exhibit A, 5.A.) $

B.

Initial Four-Hour Risk Assessment on Site (Exhibit A, 5.A.3.) $

C.

Quarterly Analytical Water Sampling, Testing, Analysis and Reports (Exhibit A, 5.A.6.) $

D.

Remediation Response Protocol (Inclusive of Emergency Sampling, Follow-up Sampling, Supplying Chemicals, Equipment, etc.)

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

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

11. RIGHT TO TERMINATE

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

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

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

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

12. FORCE MAJEURE

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