Exhibit_D_IFB.pdf

Automatic Sliding Door Project

PR259012

EXHIBIT D

Rev. April 12, 2023

SPECIAL TERMS AND CONDITIONS

1. Termination for Convenience

The State may terminate performance of work under this Agreement for any reason the State determines that such termination is in the best interests of the State. A written notice will be provided to Contractor at least thirty (30) days prior to the termination.

2. Contractor Overpayments

If it is determined that an overpayment has been made to the Contractor, the State will seek recovery immediately upon discovery of the overpayment by: (a) requesting in writing that Contractor refund the overpayment amount within thirty (30) days after receipt of notice; or (b) offsetting subsequent Contractor payments by the amount of the overpayment if Contractor repayment is not received within thirty (30) days from the date of notice.

3. Accounting Requirements

Contractor shall establish an accounting system using generally accepted accounting principles that will provide information for reports to the State and which will provide documentation for the fiscal activities of the organization related to this Agreement. The accounting system must include adequate cost accounting procedures that will provide accurate costing for contractual amendments, and for any other costs incurred which relate to payment claimed by Contractor.

4. Service Standards

Contractor agrees to comply with all state and federal laws and regulations which are applicable to the services to be provided under this Agreement. In the course of providing such services, Contractor agrees to treat all people with developmental disabilities in a manner that assures their safety, health, rights, dignity, and privacy as specified in, Welfare and Institutions Code, Section 4500; California Code of Regulations, Title 17, Subchapters 5 and 8 and Title 22, Code of Regulations, Sections 70707, 72527, and 76525.

5. Agreement Titles Statement

The clause headings appearing in this agreement have been inserted for the purpose of convenience and ready reference. They do not purport to and shall not be deemed to define, limit, or extend the scope of intent of the clauses to which they pertain.

6. Limitation of State Liability

The liability of the State under this Agreement shall not exceed the amount of funds appropriated for this Agreement by the California Legislature.

7. Licenses

Contractor shall be responsible for obtaining and maintaining all applicable federal, state and local licenses, registrations, permits, and certifications during the entire term of this Agreement.

8. Travel and Per Diem

If travel is a reimbursable item, necessary travel expenses and per diem rates must not exceed the rates specified by the Department of Personnel Administration for comparable classes of state employees. No travel outside the State of California shall be reimbursed unless prior written authorization is obtained from the State.

9. Additional Non-Discrimination Clause (Supplements Article 10, Exhibit C, General

Terms and Conditions)

In accordance with and in addition to Article 10 of the Standard Terms and Conditions, Exhibit C, the Department requires all contractors to comply with DDS’ policy on sexual harassment. This policy is attached. The contractor is responsible for reviewing it with all applicable employees and requiring their strict adherence to this policy.

10. Insurance

Contractor shall have and maintain throughout the entire term of this Agreement or any extension thereof insurance appropriate to the work to be performed, providing coverage during any performance by the Contractor under this Agreement. This insurance shall be for general liability and/or professional liability and/or any other form as may be proper in the industry in which the Contractor is performing under this Agreement.

Contractor agrees that the liability insurance herein provided for shall be in effect at all times during the term of this Agreement. If insurance coverage expires at any time during the term of this Agreement, Contractor agrees to provide, at least thirty (30) days before 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 Agreement or for a period of not less than one (1) year. New Certificates of Insurance are subject to the approval of the Department of General Services, and Contractor agrees that no work or services shall be performed prior to such approval. The State may, in addition to any other remedies it may have, terminate this Agreement upon the occurrence of such event.

If the contract requires work of a professional nature, then Contractor agrees to maintain such types and amounts of professional liability or responsibility insurance as are customary in the industry for the work being performed under the terms of the Agreement. In no case shall the amount of the insurance be less than $1,000,000 for any one occurrence and $3,000,000 in the aggregate.

Contractor shall furnish to the State Certificates of Insurance stating that each type and amount of insurance, as set forth above, is presently in effect for Contractor. The Certificate of Insurance must provide that the State of California, its officers, agents, employees, and servants are included as additional insured, but only with respect to work performed for the State of California under the Agreement.

11. Subcontracting

Contractor shall not enter into subcontracts for the performance of work under this Agreement, without the prior written approval of the State.

12. Performance and Evaluation Provisions Approval of Performance

a. Performance of this Agreement by Contractor shall be approved by the Project Representative. Monthly payment for performance is conditioned upon the Project Representative’s determination of whether Contractor has provided satisfactory services in accordance with the terms and conditions of the Agreement.

b. When services by Contractor are not satisfactorily provided in accordance with the terms and conditions of the Agreement, the Project Representative, may withhold monthly payments until the matter is resolved to the satisfaction of the State.

13. Resolution of Agreement Disputes

a. Should any questions or conflicts arise regarding the interpretation or performance of the Agreement, an attempt shall be made by the Contractor and the Project Representative, responsible for the Agreement, to discuss and resolve the matter.

b. If resolution is not reached, the Contractor shall notify the Deputy Director of

Administration (DDA) or the Administrative Services Director (ASD), whichever is appropriate, in writing of the dispute within fifteen (15) days of the discussion between the Contractor and the Project Representative.

c. Any dispute concerning interpretation or performance of this Agreement shall be decided by the Officer who shall state the factual basis for his/her decision in writing and shall serve a copy of the decision on the Contractor. The DDA/ASD decision shall be rendered within thirty (30) days of receipt of a dispute submitted by the Contractor.

d. In the event the State terminates this Agreement the State may procure, upon such terms and such manner as the Project Representative may deem appropriate, supplies or services similar to those terminated, the Contractor shall be liable to the

State for any excess costs reasonably incurred for such supplies or services similar to those terminated. In the event of a termination for default, Contractor shall be paid at the rate specified in the Agreement for the period of satisfactory performance prior to the effective date of cessation of work as provided in the notice of termination.

14. Notice of Termination of Agreement

a. If the State terminates this Agreement for any reason, it may fix a date for the cessation of Contractor’s performance under the terms of this Agreement. The State shall notify Contractor in writing of its decision to terminate the Agreement.

The termination notice shall contain the date upon which the Contractor shall cease performance under the terms of this Agreement. During the period between the Notice of Termination and the date fixed for cessation of performance, Contractor agrees to continue to satisfactorily perform all of the terms and provisions of this Agreement. In addition, Contractor agrees to cooperate with the State and any successor Contractor during this “transition” period.

b. The State may extend the date specified in any notice of termination or any subsequent extension thereof to any date in the future and Contractor agrees to continue to satisfactorily perform the terms and conditions of this Agreement until the new date. Contractor shall be paid at the same rate provided in the Agreement for the extension period for all services which are satisfactorily performed.

15. Procedures for Termination of Agreement

Upon receipt of a notice of termination Contractor shall take such steps as are reasonably necessary to prepare to terminate its operations on the date specified in the notice of termination or any extension thereof.

16. Waiver of Breach

No waiver of any breach of this Agreement shall be held as a waiver of any other or subsequent breach. All remedies afforded in this Agreement shall be taken and construed as cumulative; that is, in addition to every other remedy provided therein or by law. The failure of the State to enforce at any time any of the provisions of this agreement or to require at any time performance by Contractor of any of the provisions thereof, shall in no way be construed to be a waiver of such provisions nor in any way affect the validity of this agreement or any part thereof or the right of the State to thereafter enforce each and every provision.

17. Contractor Resource Levels, Reporting Requirements, Standards

a. Contractor shall meet all the contractual requirements listed herein. Contractor shall provide all labor, materials, supplies, and equipment necessary to perform fully, all responsibilities required by this Agreement in accordance with the Project Representative’s directions.

b. Contractor shall provide the Project Representative, upon request, coinciding with the submittal of an invoice for services, a written report showing:

1) All assigned work areas

2) Individuals working within each area

3) The number of hours worked by each individual on a daily basis throughout the month

4) Listing of all terminations and new hires during the month, including any information on individuals with developmental disabilities interviewed and/or hired

5) Any other information requested, as necessary, by the Project Representative in order to assess Contractor’s performance

c. Contractor further agrees that its performance of work, services, materials, equipment, and supplies under this Agreement shall conform to the professional standards generally accepted in the relevant industry.

18. Cooperation with the State, Other Contractors

a. Services provided under this contract shall be performed by Contractor in a manner that will not disrupt the operational needs of the State.

b. Contractor shall cooperate and coordinate with the Department of Developmental

Services and the developmental center administration in performing all work.

c. Contractor shall cooperate with other state contractors who may be engaged in the same or related contracts. Contractor shall also cooperate with a successor Contractor.

d. Contractor’s employees shall participate in emergency disaster exercises.

19. Loss Liability

The State is not responsible for Contractor’s losses on State property, or otherwise, caused by any reason.

20. Protection of State Property

a. All buildings, appurtenances, and furnishings shall be protected by Contractor from damage caused by work performed under this Agreement.

b. Such damages to the foregoing, upon approval by the State, shall be repaired and/or replaced at Contractor’s expense by State approved methods, so as to restore the damaged areas to their original condition.

c. Contractor shall ensure that its employees will exercise all necessary caution to avoid any injury to persons or any damage to property.

d. Contractor shall adhere to the Department’s policies, i.e., policy on identification badges and policy regarding keys.

21. Contractor Responsibilities for Employees

a. Except for approved subcontractors, all personnel shall be direct employees of Contractor. Contractor shall pay all salaries, taxes, and fringe benefits of its personnel, including, but not limited to, Workers’ Compensation and Unemployment Insurance, as well as costs incurred for physical examinations and fingerprinting required by the terms of this Agreement. Contractor expressly agrees that it is responsible for the acts or omissions of its employees or their agents. Contractor, at its own expense, shall immediately upon notification by the State, remove any of its employees from providing any services under the terms of this Agreement and shall not return said employee to work until notified in writing by the State. Contractor shall assure that said employee is not physically present at this facility or any other facility covered by the terms of this Agreement until notified in writing by the State that said employee may return to work. The State shall not be the employer of any such personnel.

b. Should the State or Contractor discover that any employee of Contractor does not meet the standards as set forth above, Contractor agrees at its own expense to immediately relieve the individual of further duties and involvement with the Agreement and assure that they are not physically present at any developmental center.

c. Should any Contractor employee engage in any act detrimental to the

Department’s mission of providing care and protection to its residents, any act of injury or abuse to persons or property, or any act of theft or drug abuse, Contractor agrees that it shall be liable for the acts or omissions of its employees or their agents. Contractor agrees to immediately relieve the individual of further duties and involvement with the Agreement and assure that they are not physically present at any developmental center.

22. Management Responsibilities

a. During the course of this Agreement, the Department reserves the right to approve, in advance, in writing any changes to be made by Contractor as to the individuals identified as managers and supervisors. The Department’s review and approval will be made by the Project Representative to ensure that individuals replacing key personnel shall have comparable technical knowledge, experience, and qualifications in scope, breadth, and depth to those originally accepted as part of Contractor’s bid proposal.

b. The review and approval will also be made to better ensure that individuals replacing staff in these key positions shall have the ability to develop cooperative and constructive working relationships with staff and clients in the performance of their duties. Departmental approval shall not be unreasonably withheld.

c. At the onset of the Agreement, Contractor will provide to the Project

Representative an assignment roster of each employee by location. In addition, no changes to the roster/assignments will be made until approved by the Project Representative.

d. Contractor shall make every effort to assure continuity of on-site management staff.

23. Health and Safety Responsibilities

a. Contractor is responsible for the health and safety protection of its employees in the performance of this Agreement.

b. Contractor shall comply with applicable laws relating to safety, including, but not limited to, the regulations of the Division of Occupational Safety and Health, and the State of California Department of Industrial Relations. Contractor’s personnel shall exercise precautions at all times for the protection of persons and property.

c. In order to protect the health of the developmental center residents, Contractor shall require and be responsible for assuring that all personnel employed to work in the developmental centers undergo a pre-employment and annual modified health examination prescribed by California Code of Regulations, Title 22, and Section 72535 (a) and (b) testing for Hepatitis B antigen and tuberculosis. All Contracted staff, who have direct client care/services, should complete a modified physical prior to being accepted, that includes completing the following:

• STD610 Health Questionnaire

• TB Symptom Screening Questionnaire

• Immunization Questionnaire

• QuantiFERON Gold Blood TB test (unless they provide history of a prior positive TB skin test or positive QuantiFERON Gold Blood TB test). In the event there is a history of positive TB tests, then a chest X-ray will be requested to be completed. Any Tuberculosis testing must be completed within 90 days of start of services. It is the individual’s responsibility to complete and provide proof.

d. Contractor shall be responsible for arranging all testing, covering testing costs and providing the results to PDC prior to the start of service as indicated above.

e. Contractor’s employees with signs or symptoms of, or known, infectious disease shall not be permitted to work until a physician’s clearance is obtained.

f. Contractor shall maintain a health record for each employee which includes reports of all employment-related health examinations. Such records shall be kept for a minimum of three (3) years following termination of employment.

g. Contractor’s employees shall participate in emergency disaster exercises.

24. COVID 19 Pandemic

a. Contractor must comply with our diagnostic screening requirement. Contractor and their employees who have symptoms and/or a positive test are required to report directly to the contract Representative for further instructions.

25. Ownership of Products

Notwithstanding whether or not it may be the subject of a patent or a copyright and or whether or not it is tangible or intangible or intellectual, all products, deliverables, or any like items that are produced, created, developed, or the like, during the term of this Agreement shall immediately become the sole and complete property of the State upon their creation.

26. Weapons

Contractor expressly agrees that it will not permit any of its employees or subcontractors to carry any weapons onto state property. Contractor further expressly agrees that it will be solely responsible for any acts of its employees while on state property. Contractor also states that it has read Penal Code, Section 171b and understands that it prohibits the carrying of weapons on state property.

27. Federal Health Care Programs Exclusion Certification

Contractor hereby certifies that Contractor, Contractor’s employees, and/or subcontractors providing services under this Agreement have not been excluded from participating in federally funded health care programs (www.oig.hhs.gov). Contractor understands and agrees that should any such exclusion occur during the term of this Agreement, Contractor shall report it to the facility Director in writing within five (5) days from the date of the exclusion or the time Contractor learns of the exclusion. In addition, Contractor understands and agrees that payment shall not be made for any services provided during the period of exclusion, or if payment has already been made, Contractor will be required to reimburse the facility the full payment.

28. Disabled Veteran Business Enterprise (DVBE) Participation Reporting

If for this agreement contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation, then contractor must within 60 days of receiving final payment under this agreement (or within such other time period as may be specified elsewhere in this agreement) certify in a report to the awarding department:

(1) the total amount the prime contractor received under the contract; (2) the name and address of the DVBE(s) that participated in the performance of the contract; (3) the amount each DVBE received from the prime contractor; (4) that all payments under the contract have been made to the DVBE(s); and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Military and Veterans Code [M&VC] Section 999.5 (d))

29. Substitution of Disabled Veteran Business Enterprise (DVBE) Subcontractors

Contractor understands and agrees that should award of this contract be based in part on their commitment to use the Disabled Veteran Business Enterprise (DVBE) subcontractor(s) identified in their bid or offer, per Military and Veterans Code (M&VC) Section 999.5 (e), a DVBE subcontractor may only be replaced by another DVBE subcontractor and must be approved by the Department of Developmental Services (DDS) and the Department of General Services (DGS). Changes to the scope of work that impact the DVBE subcontractor(s) identified in the bid or offer and approved DVBE substitutions will be documented by contract amendment.

Failure of Contractor to seek substitution and adhere to the DVBE participation level identified in the bid or offer may be cause for contract termination, recovery of damages under rights and remedies due to the State, and penalties as outlined in M&VC Section 999.9; Public Contract Code (PCC) Section 10115.10, or PCC Section 4110 (applies to public works only).

30. Client Confidentiality

All information and records regarding any client obtained in the course of providing services under this Agreement shall be confidential in accordance with Welfare and Institutions Code, Sections 5328 and 4514, et seq.

31. Professional Responsibility

In accordance with the California Code of Regulations, Title 22, Division 5, Section 70713, Contractor is hereby notified the facility retains all professional and administrative responsibility for services rendered under this Agreement. In addition, Sections 70713, 76507, and 72511 require that when acting as a consultant, Contractor shall apprise the facility Administrator of recommendations, plans for implementation, and continuing assessment through dated and signed reports, which shall be retained by the Administrator for follow-up action and evaluation of performance.

32. Safety and Security

In order to ensure the safety of the clients and employees, and the safekeeping of Contractor’s property, Contractor’s vehicle(s) must be locked at all times while on the grounds of the facility. Contractor and employees must be escorted by the PDC Project

Representative or their designee at all time while on grounds unless fingerprint clearance is on file for the Contractor and each employee.

33. Medicare/Medi-Cal Requirements

If Contractor is providing any Medicare billable services under this Agreement, Contractor agrees to abide by the Medicare and Medi-Cal health care program laws, regulations, and program instructions that apply to Contractor’s provider type. If applicable, Contractor will enroll as a Medicare/Medi-Cal provider or provide a Provider Identification Number (PIN) if already enrolled for state billing purposes.

34. National Provider Identifier (NPI) Requirements

If Contractor is providing health care services under this Agreement, Contractor must provide their NPI as assigned by the National Plan and Provider Enumeration System (NPPES). Contractor shall be responsible for maintaining their NPI and shall provide updated NPI-related information to the facility’s Medical Director’s Office as well as to the NPPES within 30 days of any change as required by §162.410 (a) (4) of 45 CFR Part 162, the Health Insurance Portability and Accountability Act (HIPAA) Administrative Simplification Standard Unique Health Identifier for Health Care Providers Final Rule.

35. Contractor and/or Employees’ Background Clearance

The services provided under this Agreement are determined by the Executive Director of this facility to be subject to our Department’s Policy Memorandum #423, entitled, “Employment Practices within State Developmental Centers,” which is incorporated by reference as a part of this Agreement, and a copy provided to Contractor. In the event of any changes to Policy Memorandum #423 during the term of this Agreement, the Contractor shall be provided an updated copy. Contractor expressly agrees to adhere to all of the terms and conditions of said policy as it may be amended from time to time, prior to employing individuals who will provide services under this Agreement.

Contracted individuals who will provide services offsite or virtually only shall not be subject to the fingerprinting requirement. Contractor shall bear all costs associated with obtaining clearance for each said employee in order to comply with this policy. Cost for fingerprinting is limited to check or cash only. The clearance will consist of, but not be limited to the Department of Developmental Services contacting the appropriate local, state, and federal arresting agencies and courts to obtain disposition documents as deemed necessary by the Department of Developmental Services.

36. GenAI Technology

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 or terminate any contract that presents an unacceptable level of risk to the State.