Sample_Contract_SD24-00005.pdf

2. The term of this Agreement is:

Contractor Name: Contract Number:

California Department of Corrections and Rehabilitation California Correctional Health Care Services Scope of Work Exhibit A

SCOPE OF WORK

A. The Contractor agrees to provide to California Department of Corrections and Rehabilitation

(CDCR), California Correctional Health Care Services (CCHCS) all labor, maintenance, travel and per diem, parts, materials, non-consumable supplies, transportation, equipment, and every other item of expense necessary to provide CDCR/CCHCS with the Wearable Cardioverter Defibrillators (WCD) Rental Services for CDCR/CCHCS’ Incarcerated Person(s) as described herein as defined in Exhibit A-1 - Detailed Scope of Work.

B. The Contractor agrees to adhere to the minimum qualifications and requirements as set forth in Solicitation # SD24-00005.

C. The services shall be performed at all CDCR/CCHCS institutions as listed in Exhibit A-2 – List of Participating Institutions.

D. The services shall be provided during normal business hours of 8:00 a.m. to 5:00 p.m., Monday through Friday. No work shall be performed on State holidays. No overtime shall be authorized in conjunction with this Contract.

E. The term of this Contract shall be December 1, 2024 (or upon approval, whichever is later) through November 30, 2027. The Contractor is not authorized to commence work, as described in this Contract, until the Contract has been fully executed. Any services provided prior to execution of the Contract shall be considered voluntary and non-compensable.

F. CDCR/CCHCS reserves the option to amend the Contract and reduce funds when it is in the best interest of the CDCR/CCHCS, or when fiscally necessary.

G. The representatives during the term of this Contract will be:

Contract Manager Contractor Representative

CDCR/CCHCS: Medical Services Division Contractor:

Name: Name:

Phone: Phone:

Email: Email:

Direct all contract inquiries to:

Contract Analyst Contractor Representative CDCR/CCHCS: Acquisitions Management Section Contractor:

Name: Nahla Marmosh Name:

Address: 8280 Longleaf Drive, Building D-2 PO Box 588500, Elk Grove, CA 95758

Address:

Phone: 916-691-4803 Phone:

Email: nahla.marmosh@cdcr.ca.gov Email:

California Correctional Health Care Services Detailed Scope of Work Exhibit A-1

DETAILED SCOPE OF WORK

A. DESCRIPTION OF SERVICES:

Contractor agrees to provide all labor, repair, including travel, per diem, parts, materials, non-consumable supplies, transportation, equipment, consultation and every other item of expense necessary to provide CDCR/CCHCS with the Wearable Cardioverter Defibrillators (WCD) Rental Services for CDCR/CCHCS’ Incarcerated Person(s) as described herein.

B. DELIVERY AND PICKUP:

The Contractor shall provide delivery and/or pickup of the WCD within twenty-four (24) hours of the request by the CDCR/CCHCS Contract Manager or designee.

The WCD can be applied to the Incarcerated Person(s) by the Contractor or by CDCR/CCHCS medical staff. All equipment provided by the Contractor shall be in optimum working order.

Should the Chief Executive Officer (CEO) or designee determine that the WCD is no longer necessary or it is determined the WCD does not meet CDCR/CCHCS needs, the Contract Manager or designee will discontinue service and will contact the Contractor to pick up the

WCD.

C. WCD SIZES:

The Contractor shall provide WCD in the following sizes upon request by the CDCR/CCHCS Contract Manager or designee.

Extra small with breast support Extra small without breast support Small with breast support Small without breast support Medium with breast support Medium without breast support Large with breast support Large without breast support Extra-large with breast support Extra-large without breast support Extra-extra-large with breast support Extra-extra-large without breast support

D. TRAINING/CONSULTATION

If requested by the Contract Manager or designee, the Contractor shall provide initial training and consultation services to CDCR/CCHCS medical staff on the WCD.

E. MAINTENANCE AND REPAIR:

The Contractor shall provide all maintenance necessary to maintain the optimum level of efficiency, which specifically does not include sanitation. Garment sanitation shall be the responsibility of CDCR/CCHCS. Scheduled maintenance is to be provided by the Contractor at no additional charge to CDCR/CCHCS.

If maintenance services are conducted at the institution/facility, it must be coordinated with the Contract Manager or designee. Maintenance services shall be performed during normal business hours 8:00 a.m. to 5:00 p.m., Monday through Friday, State Holidays and weekends excluded.

Detailed Scope of Work Exhibit A-1

The Contractor shall keep the WCD in good working condition and make all the necessary repairs and adjustments. For this purpose, the Contractor’s representatives shall be given full and adequate access to the equipment at reasonable times CDCR/CCHCS agrees to return the WCD in good working condition, subject to reasonable wear and tear. CDCR/CCHCS shall not be liable for loss or damage to the rented WCD during periods of transportation or when the WCD is not in possession of CDCR/CCHCS.

CDCR/CCHCS is solely responsible for determining acceptability of the work performed and the operability of the WCD. In the event the WCD needs repair, the Contractor shall repair or replace the WCD as soon as reasonably possible after notification by the Contract Manager or designee Contractor shall provide repairs or replace the WCD at no additional costs to CDCR/CCHCS. The WCD provided shall be the same or equivalent to the WCD being replaced.

F. SCOPE OF WORK/PERFORMANCE ISSUES:

The Contract Manager or authorized designee shall be solely responsible for determining acceptability of machine quality, operability, and satisfactory completion of any services provided by Contractor. The Contract Manager is listed in Exhibit A - Scope of Work.

G. CDCR/CCHCS’ RESPONSIBILITIES

CDCR/CCHCS will be responsible for the following:

1. Returning the WCD to the Contractor in good working condition, subject to reasonable wear and tear. CDCR/CCHCS shall not be liable for loss or damage to the rented WCD during periods of transportation or when the WCD is not in CDCR/CCHCS’ possession;

2. Determining acceptability of the work performed and the operability of the WCD;

3. Performing routine garment sanitation of the WCD;

4. Ensuring the Contractor’s representatives are given full and adequate access to the equipment during the specified hours and with advanced approval by the Contract Manager.

H. MEDICAL EQUIPMENT REQUIREMENTS:

All equipment and services provided by the Contractor, including maintenance, safety inspections, etc. must conform to all applicable City, County, State and Federal laws, ordinances, regulations, guidelines, pamphlets, circulation letters, or any other applicable directive. This may include, but is not limited to, Title 17 and Title 22, California Code of Regulations, California Rehabilitation Control Regulations, Sub-chapters 4 and 45, Chapter 5, Safety Orders of the State of California Division of Industrial Safety, Joint Commission of Accreditation of Hospitals Organization, American Hospital Association, College of American Pathologists, National Association of Fire Protection, California Occupational Health and Safety Administration, National Sanitation Foundation, and the State Fire Marshal’s office.

I. SAFETY INSPECTIONS:

The Contractor will ensure that all safety inspections have been conducted for the WCD provided to CDCR/CCHCS. Contractor will ensure, when applicable, that the WCD meets the manufacturer’s specifications for operation.

J. GUARANTEE:

The Contractor will guarantee all equipment, provided by Contractor. If it is determined that failure has occurred due to defective WCD, the Contractor shall replace the WCD immediately.

K. DOCUMENTATION REQUIREMENTS:

After completion of service, the Contractor shall submit a completed Attachment 1 - Service Report, to the Contract Manager or designee listing the service provided, including all necessary repairs. Report shall include: Date of service, time in and time out, description of service provided, including replacement of all worn parts, name and signature of service technician, location of equipment, equipment make, model and serial number, description of any noted deficiencies and suggested corrective action, total labor hours expended, and signature of State employee certifying indicated services were performed. For clarification purposes, the time in and time out respectively begins and ends when the Contractor first enters and then exits the main facility gate. The Contractor shall submit a copy of this report with each invoice.

L. 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 CDCR/CCHCS Incarcerated Person(s), are not covered by the Contract except on a time and material basis. Such repairs will be performed by the Contractor at the Contractor’s current, published rates at the time service is required, but only after the Contractor has made an estimate of all costs involved and written documentation has been provided to the Contract Manager or designee. The State is solely responsible for deciding what, if any, repairs shall be made.

M. EXCLUSIONS:

Services provided under the Contract do not include maintenance of accessories, attachments, machines or other devices not specified herein. Also excluded are painting or refinishing of equipment, and the furnishing of supplies, accessories, or devices of any nature, except such items or equipment as may be necessary for the maintenance and repair of the equipment.

This does not include service, repair or replacement of parts required as a result of accident, neglect, abuse, misuse, alteration of equipment, or other improper operation, including but not limited to operation of equipment outside of its specified environmental conditions.

N. PRIMARY LAWS, RULES, AND REGULATIONS:

For each Contractor staff who will be working in a CDCR/CCHCS institution and around incarcerated person(s), the Contractor shall complete and submit to the Contract Manager, or designee, Attachment 2 – Primary Laws Rules and Regulations Regarding Conduct and Association with State Prison Inmate. This document apprises Contractor staff of the laws, rules and regulations governing conduct in associating with prison Incarcerated Person(s) (Title15, Section 3285).

O. NON REDISCLOSURE AGREEMENT:

The Contractor shall complete and submit to the Contract Manager, or designee, Attachment 3 – Non Redisclosure Agreement as the Contractor may be exposed to confidential information (e.g., Medical Records, Protected Health Information [PHI], Personally Identifiable Information [PII], etc.).

P. DISPUTES:

If the Contractor believes that there is a dispute between the Contractor and the CDCR/CCHCS arising out of or relating to the Contract, the Contractor shall first discuss and attempt to resolve the issue informally with the Contract Manager or designee as listed in this Contract. If the issue cannot be resolved at this level, the Contract Manager or designee shall follow the following procedures:

The Contract Manager or designee must submit a request to the Manager, Acquisitions Management Section, explaining why the Contract Manager or designee’s resolution is unacceptable to the Contractor. The request must include any information provided by the Contractor and the Contract Manager or designee’s response. The Manager, Acquisitions Management Section, or designee, shall be final.

Q. AMENDMENTS:

Upon mutual consent, the State and the Contactor may execute written amendments for changes to this Contract, if they were originally evaluated and considered.

No amendment will be considered binding on either party until it is formally approved by both parties and the Department of General Services (DGS) Procurement Division (PD) - Dispute Resolution Unit (DRU).

List of Participating Institutions Exhibit A-2

LIST OF PARTICIPATING INSTITUTIONS

# Institutions Address 1 ASP - Avenal State Prison #1 Kings Way, Avenal, CA 93204 2 CAL - Calipatria State Prison 7018 Blair Road, Calipatria, CA 92233 3 CCI - California Correctional Institution 24900 Highway 202, Tehachapi, CA 93561 4 CCWF - Central California Women's Facility 23370 Road 22, Chowchilla, CA 93610 5 CEN - California State Prison - Centinela 2302 Brown Road, Imperial, CA 92251 6 CHCF - California Health Care Facility 7707 S. Austin Rd, Stockton, CA 95215 7 CIM - California Institution for Men 14902 Central Ave, Chino, CA 91710 8 CIW - California Institution for Women 16756 Chino-Corona Rd, Corona, CA 92880 9 CMC - California Men's Colony Highway 1, San Luis Obispo, CA 93409

10 CMF - California Medical Facility 1600 California Dr, Vacaville, CA 95696 11 COR - California State Prison - Corcoran 4001 King Avenue, Corcoran, CA 93212 12 CRC - California Rehabilitation Center 5th Street & Western, Norco, CA 92860 13 CTF - Correctional Training Facility Highway 101 North, Soledad, CA 93960 14 CVSP - Chuckawalla Valley State Prison 19025 Wiley's Well Rd, Blythe, CA 92225 15 FSP - Folsom State Prison 300 Prison Road, Represa, CA 95671 16 HDSP - High Desert State Prison 475-750 Roce Canyon Rd, Susanville, CA 96127 17 ISP - Ironwood State Prison 19005 Wiley's Well Rd, Blythe, CA 92225 18 KVSP - Kern Valley State Prison 3000 West Cecil Avenue, Delano, CA 93216 19 LAC - California State Prison - LA County 44750 60th Street West, Lancaster, CA 93536 20 MCSP - Mule Creek State Prison 4001 Highway 104, Ione, CA 95640 21 NKSP - North Kern State Prison 2737 West Cecil Avenue, Delano, CA 93215 22 PBSP - Pelican Bay State Prison 5905 Lake Earl Drive, Crescent City, CA 95531 23 PVSP - Pleasant Valley State Prison 24863 West Jayne Avenue, Coalinga, CA 93210 24 RJD - Richard J. Donovan Correctional Facility 480 Alta Road, San Diego, CA 92179 25 SAC - California State Prison - Sacramento Prison Road, Represa, CA 95671 26 SATF - CA Substance Abuse Treatment Facility 900 Quebec Avenue, Corcoran, CA 93212 27 SCC - Sierra Conservation Center 5100 O'Byrnes Ferry Road, Jamestown, CA 95327 28 SOL - California State Prison - Solano 2100 Peabody Road, Vacaville, CA 95696 29 SQ - San Quentin Rehabilitation Center 1 Main Street, San Quentin, CA 94964 30 SVSP - Salinas Valley State Prison 31625 Highway 101, Soledad, CA 93960 31 VSP - Valley State Prison 21633 Avenue 24, Chowchilla, CA 93610 32 WSP - Wasco State Prison - Reception Ctr 701 Scofield Avenue, Wasco, CA 93280

Budget Detail and Payment Provisions Exhibit B

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 actual expenditures incurred in accordance with the rates listed below or specified in Exhibit B-1 - Rate Sheet, which is attached hereto and made a part of this Contract.

2. Invoices shall include the Contract Number, Purchase Order Number, sufficient scope and detail to define the actual work performed, including a description of the activities of the Contractor and Subcontractor, the hours allocated to those activities, the locations where work was performed, the expenses claimed, any required reports, and shall be submitted not more frequently than monthly in arrears to:

California Department of Corrections and Rehabilitation Sacramento Accounting Office Attention: Accounts Payable A

PO Box 187015 Sacramento, CA 95818-7015

The Contractor also has the option to submit invoices electronically to the appropriate email address listed below. The Contractor must use the name of the Contract and the Contract number on the subject line of the email. The email must include an attached PDF file of the invoices, in accordance with the information above, and must reference the institution acronym and the invoice number. For electronic submission, send invoices to:

medicalcontractinvoices@cdcr.ca.gov 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 Contract does not appropriate sufficient funds for the program, this Contract shall be of no further force 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 Contract and Contractor shall not be obligated to perform any provisions of this Contract.

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 Contract with no liability occurring to the State, or offer a Contract amendment to Contractor to reflect the reduced amount.

C. Prompt Payment Clause:

1. Payment will be made in accordance with, and within the time specified in, Government Code

Chapter 4.5, commencing with Section 927.

D. Subcontractor:

For all Agreements, with the exception of Interagency Agreements and other governmental entities/auxiliaries that are exempt from bidding, nothing contained in the Agreement, or otherwise, shall create any contractual relation between the State and any subcontractors, and no subcontract shall relieve Contractor of contractor’s responsibilities and obligations hereunder.

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 to enforce the payment of any moneys to any subcontractor.

E. Travel Reimbursement:

[X] The following does not apply to this Contract:

Pursuant to the terms established in this Contract, travel reimbursement may not exceed the rates, terms, and conditions that apply to comparable State employees, in accordance with travel rules and regulations, as specified in California Code of Regulations, Title 2, Division 1, Chapter 3, and/or regulations of the California Department of Personnel Administration (DPA), specifically Sections 599.619 through 599.631.

F. Outreach and Marketing Contracts:

[X] The following does not apply to this Agreement Pursuant to AB 323, this contract falls into a category of contracts that must be monitored throughout the life of the contract.

Upon receipt of an itemized invoice, in arrears, stating the goods/services provided, time period covered, detailed costs and the Contract number, the Contract Manager will notify the Contractor of the required information.

The Contractor will provide the Contract Manager:

• Total amounts paid against this contract;

• Breakdown of dollars paid against this contract to target each identified community (Latino, African American, Pacific Islander, Middle Eastern, LGBTQIA, or other);

• Breakdown of subcontractor dollars paid against this contract per identified communities, if applicable;

• Selected media platforms used to target each identified community (such as newspaper, radio, internet, print etc.

• Subcontractor selected media platforms (if applicable) used to target each identified community (such as newspaper, radio, internet, print etc.)

G. CAL-Card Payments:

[X] The following does not apply to this Contract Upon receipt of an itemized invoice, in arrears, stating the goods/services provided, time period covered, detailed costs and the Contract number, the Contract Manager will notify the Contractor of payment authorization.

The Contractor will provide the Contract Manager a copy of the itemized, transaction receipt showing payment was received, the invoice, the Contract number and the CAL-Card card verification number charged.

Contractor to send invoices to:

• Name, mailing address and phone number of the Contract Manager/Cardholder.

• Name, mailing address and phone number of Contractor payment authorization contact.

H. Employee Benefits and Wage Reporting Requirements:

[X] The following does not apply to this Contract Effective July 1, 2003 Government Code Section 19134 was amended to require Contracts for janitorial, housekeeping services, custodians, food service workers, laundry workers, window cleaners, and security guards (“covered services”) to include provisions for employee wages to be no less than 85% of the value of wages and benefits provided to State employees for performing similar duties. Contractor must pay no less than the following:

• Hourly Rate:

• Blended Benefit Rate:

Also, applicable to subcontractors providing these services in state-leased facilities where the facility is at least 50,000 square feet in area and the state leases all of the occupied floor space, of the facility.

“Employee benefits” means either 1) health, dental, vision, holiday pay, vacation and retirement (either through a purchased plan or self-insurance); 2) cash-in-lieu payments; or 3) a combination of actual benefits and cash-in-lieu payments.

1. Contractors must indicate on their Exhibit B-1 – Rate Sheet, whether they will be providing the required benefits either through a purchase plan or by self-insurance or making ‘in-lieu’ payments to employees. Contractors choosing to offer employee benefits must provide coverage prior to commencement of work.

2. Contractor can meet the “employee benefits” and 85% wage requirement by:

a. Providing “employee benefits” and wages costing not less than 85% of the State cost for employees doing similar work, or

b. Cash payment in lieu of providing benefits, in an amount not less than 85% of the State cost for employees doing similar work, or

c. A combination of employee benefits and cash payments totaling not less than 85% of the

State cost for employee benefits for a State of California employee performing similar work, in addition to at least 85% of State wages.

3. Qualifying Contracts and documents relating to implementing Government Code 19134 may be audited by the contracting State agency, the Department of General Services and the Bureau of State Audits.

4. Government Code 19134(e) provides that failure to provide employee benefits or cash payments to employees constitutes a ‘material breach’ for any Contract for personal services covered by that section. A breach can result in immediate Contract termination by the State.

Contractor acknowledges that failure to comply with the provisions of GC Section 19134 will be deemed a material breach of this Contract, which could subject the Contract to immediate termination at the State’s sole discretion.

Effective March 17, 2004 Government Code 19134 was amended to exclude employee wages and benefits provision for personal services Contracts performed by employees of nonprofit organizations that are employed in accordance with any of the following:

a. A special license issued pursuant to Section 1191.5 of the Labor Code.

b. A special certificate issued pursuant to Section 214 of Title 29 of the United States Code.

c. A community rehabilitation plan described in Sections 19152 and 19404 of the Welfare and Institutions Code.

d. A rehabilitation services program as described in Sections 19352 and 19356.6 of the

Welfare and Institutions Code.

Every employee performing ‘covered services’ under this Contract shall receive the applicable rate corresponding to the total number of hours each employee works (excluding overtime).

There is no minimum number of work hours required in order to qualify for GC Section 19134 benefits. Only employees performing ‘covered services’ shall receive such benefits;

administrative, solely supervisory, or other support personnel are not covered.

Should the Department of Human Resources (CalHR) post a rate change during the term of this Contract, this Contract shall be amended to reflect the new benefit rate(s) to be paid to the Contractor’s covered employees. The amendment shall be retroactive to the date the rate change is posted by CalHR.

I. Progress Payments:

[X] The following does not apply to this Contract Progress payments are permitted for tasks completed under this Contract. Ten percent of the invoiced amount shall be withheld pending final completion of each task. Any funds withheld with regard to a particular task may be paid upon completion of that task.

J. Progress Reports:

[X] The following does not apply to this Contract Contractor shall submit progress reports to State representative, as required, describing work performed, work status, work progress, difficulties encountered, remedial action, and statement of activity anticipated subsequent to reporting period for approval prior to payment of invoices, Contractor to be reimbursed by invoicing, in detail, all costs and charges with Contract number and sending to designated address.

Rate Sheet Exhibit B-1

RATE SHEET

WEARABLE CARDIOVERTER DEFIBRILLATORS (WCD) RENTAL SERVICES

Rate Sheet from IFB will be included here upon Contract Award.

General Terms and Conditions Exhibit C

GENERAL TERMS AND CONDITIONS

PLEASE NOTE: This page will not be included in the final Contract. The General Terms and Conditions (GTC 04/2017) will be included in the Contract by reference to internet site:

https://www.dgs.ca.gov/OLS/Resources If Contractor/Bidder does not have Internet access, a hard copy will be provided, upon request, by the Contract Analyst listed on the cover page of this IFB.

https://www.dgs.ca.gov/OLS/Resources

CCHCS Special Provisions Exhibit D

CCHCS SPECIAL PROVISIONS

A. SUBCONTRACTOR/CONSULTANT INFORMATION

1. The Contractor is required to identify all subcontractors who will perform labor or render services in the performance of the Contract. Additionally, the Contractor shall notify the CDCR/CCHCS Contract Manager, or designee, within ten (10) working days, of any changes to the subcontractor and/or consultant information.

2. Contractor understands and agrees to comply with the requirements set forth in Military and Veterans Code Section 999 et seq. 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 section 999.5 (g), a DVBE subcontractor may only be replaced by another DVBE subcontractor and must be approved by both the awarding department and the Department of General Services (DGS) prior to the commencement of any work by the proposed subcontractor. 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 MVC Section 999.9; Public Contract Code (PCC) Section 10115.10. A substitution pursuant to this subdivision shall additionally comply with regulations adopted by the Department of General Services. Information about the process can be found at:

https://www.dgs.ca.gov/PD/Services/Page-Content/Procurement-Division-Services-List- Folder/File-a-DVBE-Substitution-Report?search=substitution.

B. EMPLOYMENT OF EX-OFFENDERS

1. The Contractor cannot and will not either directly, or via a subcontracted consultant and/or firm, employ in connection with this Contract:

a) Ex-Offenders on active parole or probation;

b) Ex-Offenders at any time if they are required to register as a sex offender pursuant to

Penal Code Section 290 or if such ex-offender has an offense history involving a “violent felony” as defined in subparagraph (c) of Penal Code Section 667.5; or

c) Any ex-felon in a position which provides direct supervision of parolees.

2. Ex-Offenders who can provide written evidence of having satisfactorily completed parole or probation may be considered for employment by the Contractor subject to the following limitations:

a) The Contractor shall obtain the prior written approval to employ any such ex-offender from the Authorized Administrator; and

b) Any ex-offender whose assigned duties are to involve administrative or policy decision-making; accounting, procurement, cashiering, auditing, or any other business-related administrative function shall be fully bonded to cover any potential loss to the State of California or the Contractor.

https://www.dgs.ca.gov/PD/Services/Page-Content/Procurement-Division-Services-List-Folder/File-a-DVBE-Substitution-Report?search=substitution https://www.dgs.ca.gov/PD/Services/Page-Content/Procurement-Division-Services-List-Folder/File-a-DVBE-Substitution-Report?search=substitution

C. LICENSES AND PERMITS

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

In the event any license(s) and/or permit(s) expire at any time during the term of this Contract, the Contractor agrees to provide the CDCR/CCHCS with a copy of the renewed license(s) and/or permit(s) within thirty (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.

D. DISCLOSURE

Neither the State nor any State employee will be liable to the Contractor or its staff for injuries inflicted by incarcerated persons or parolees of the State. The State agrees to disclose to the Contractor any statement(s) known to State staff made by any incarcerated person or parolee which indicates violence may result in any specific situation, and the same responsibility will be shared by the Contractor in disclosing such statement(s) to the State.

E. SECURITY CLEARANCE/FINGERPRINTING

The State reserves the right to conduct fingerprinting and/or security clearance through the California Department of Justice, Bureau of Criminal Identification and Information (BCII), prior to award and at any time during the term of the Contract, in order to permit Contractor and/or Contractor’s employees’ access to State premises. The State further reserves the right to terminate the Contract should a threat to security be determined.

F. NOTIFICATION OF PERSONNEL CHANGES

The Contractor must notify the State, in writing, of any changes of those personnel allowed access to State premises for the purpose of providing services under this Contract. In addition, Contractor must recover and return any State-issued identification card provided to Contractor’s employee(s) upon their departure or termination.

G. 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 failures 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.

H. INSPECTION OF SERVICES

Services performed by Contractor under this Contract shall be subject to inspection by the CCHCS at any and all times during the performance thereof. If the CCHCS official conducting the inspection determines that the services performed are not in accordance with the specification, CCHCS may, at its option, have the work performed by an alternate provider, charging the Contractor with any excess cost occasioned thereof.

I. LIABILITY FOR LOSS/DAMAGES

Any damages by the Contractor to State’s facility including equipment, furniture, materials or other State property will be repaired or replaced by the Contractor to the satisfaction of the State at no cost to the State. The State may, at its option, repair any such damage and deduct the cost thereof from any sum due Contractor under this Contract.

J. TEMPORARY NONPERFORMANCE

If, because of mechanical failure or for any other reason, the Contractor shall be temporarily unable to perform the work as required, the State, during the period of Contractor’s inability to perform, reserves the right to accomplish the work by other means and shall be reimbursed by the Contractor for any additional costs above the Contract price.

K. LIABILITY FOR NONCOMFORMING WORK

The Contractor will be fully responsible for ensuring that the completed work conforms to the agreed upon terms. If nonconformity is discovered prior to the Contractor’s deadline, the Contractor will be given a reasonable opportunity to cure the nonconformity. If the nonconformity is discovered after the deadline for the completion of the project, the CDCR/CCHCS, in its sole discretion, may use any reasonable means to cure the nonconformity. The Contractor shall be responsible for reimbursing CDCR/CCHCS for any additional expenses incurred to cure such defects.

L. RIGHT TO TERMINATE

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 (Refer to the General Terms and Conditions (Termination for Cause).

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 that the Contractor is unable to render service as a result of any action by any governmental authority.

M. SETTLEMENT OF DISPUTES

In the event of a dispute, Contractor shall file a “Notice of Dispute with the CCHCS representative within ten (10) days of discovery of the problem. Within ten (10) days, CCHCS representative shall meet with the Contractor representative for purposes of resolving the dispute. The decision of CCHCS shall be final.

In the event of a dispute, the language contained within this Contract shall prevail over any other language including that of the bid proposal.

N. NON ELIGIBLE ALIEN CERTIFICATION

By signing this Contract, Contractor certifies, under penalty of perjury, that Contractor, if a sole proprietor, is not a nonqualified alien as that term is defined by the United States Code (U.S.C.)

Title 8, Chapter 14, Section 1621 et seq.

O. BUSINESS ASSOCIATE AGREEMENT (HIPAA)

The awarded Contractor will be required to meet provisions of the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191 (HIPAA) and the regulations promulgated thereunder.

P. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REQUIREMENTS

1. The awarded Contractor agrees to comply with the requirements set forth in the Military and Veterans Codes (MVC) 999.7 and 999.9.

2. Small Business Participation Requirements

If for this Contract the Contractor made a commitment to achieve small business participation, then the Department requires the Contractor upon completion of this Contract (or within such other time period as may be specified elsewhere in this Contract) report the actual percentage of small business participation that was achieved. (Govt. Code § 14841.)

3. DVBE Participation Requirements

a) If for this Contract the Contractor made a commitment to achieve the disabled veteran business enterprise (DVBE) participation goal, then, pursuant to Mil. & Vets. Code §999.5(d), the Contractor agrees to, upon completion of this Contract, certify that the DVBE subcontractor participation under this agreement is in compliance with the goals specified at the time of award of the contract or with any subsequent amendment using the Prime Contractor’s Certification – DVBE Subcontracting Report (STD 817). The certification must include all of the following:

i. the total amount the prime Contractor received under the Contract;

ii. the name, address, Contract number, and certification ID number of the

DVBE(s) that participated in the performance of this Contract;

iii. the amount and percentage of work the prime Contractor committed to provide to one or more DVBE(s) under the requirement of the Contract and the total payment each DVBE received from the prime Contractor;

iv. that all payments under the Contract have been made to the DVBE(s); and

v. the actual percentage of DVBE participation that was achieved. Upon request, the prime Contractor shall provide proof of payment for the work.

b) If for this Contract the Contractor made a commitment to achieve the DVBE participation goal, the Department will withhold $10,000 from the final payment, or the full final payment if less than $10,000, until the Contractor complies with the certification requirements above. A Contractor that fails to comply with the certification requirement shall, after written notice, be allowed to cure the defect.

c) Notwithstanding any other law, if, after at least 15 calendar days but not more than 30 calendar days from the date of written notice, the prime contractor refuses to comply with the certification requirements, the Department shall permanently deduct $10,000 from the final payment, or the full payment if less than $10,000. (Mil. & Vets. Code § 999.7)

d) The Contractor shall provide proof of payment for the work performed by the DVBE subcontractor(s) upon CDCR/CCHCS’ request.

e) A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code § 14841.)

f) The awarding department shall keep the certification on file. (Mil. & Vets § 999.5(e).)

The awarding department shall maintain all records of 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 shall be retained for a minimum of six years after collection.

g) Contractor agrees to comply with the rules, regulations, ordinances, and statutes that apply to the DVBE program as defined in Section 999 of the Mil. & Vets. Code, including, but not limited to, the requirements of Section 999.5(d). (PCC Code § 10230)

Q. ELECTRONIC WASTE RECYCLING

The Provider certifies that it complies with the requirements of the Electronic Waste Recycling Act of 2003, Chapter 8.5, Part 3 of division 30, commencing with Section 42460 of the Public Resources Code, relating to hazardous and solid waste.

Provider shall maintain documentation and provide reasonable access to its records and documents that evidence compliance. CDCR/CCHCS electronic data stored upon any Provider device must be returned to the CDCR/CCHCS immediately and the Contractor must certify that CDCR/CCHCS data is either removed from the Providers devices by degaussing or shredding per National Institute of Standards and Technology (NIST) Special Publication Series 800-88 and National Industrial Security Program (NISP) Operating Manual (DOD 5220.22-M) and Clearing and Sanitization Matrix (C&SM) based on NSA/CSS Policy Manual 9-12, “Storage Device Declassification Manual”.

R. AUDIT

Contractor shall be aware of the penalties for violations of fraud and for obstruction of investigations as set forth in PCC § 10115.10. (See the State of California’s General Terms and Conditions (GTC 04/2017), Section 4 – Audit for more information.)

S. EVALUATION OF CONTRACTOR FOR CONSULTING CONTRACTS $5,000.00 OR MORE

If this is a consulting service contract that is for $5,000.00 or more, the Contractor is hereby noticed that the CDCR/CCHCS Contract Manager will complete a written evaluation of the Contractor’s performance under this Agreement within sixty (60) business days following the term end date. The evaluation will be prepared on the Contractor Evaluation Form (STD 4) and maintained in the CDCR/CCHCS Contract Manager's file for 36 months. If the Contractor’s performance was unsatisfactory, a copy of the evaluation shall be sent to the Department of General Services (DGS), Office of Legal Services (OLS), within five (5) business days, and to the Contractor within fifteen (15) business days, following the completion of the evaluation.

The Contractor shall have 30 days to submit a written response to the evaluation to the Contract Manager. Such written response will be retained in the CDCR/CCHCS' Contract Manager file and a copy forwarded to DGS OLS.

T. EXECUTIVE ORDER N-6-22 – RUSSIAN 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.

U. CORONAVIRUS (COVID-19) REQUIREMENTS

The Contractor and its subcontractors are required to, at their own expense, comply with all applicable health and safety laws and regulations, including such laws and regulations pertaining to COVID-19. Additionally, the Contractor and its subcontractors are required to comply with CDCR/CCHCS’ specific health and safety requirements and policies, including such health and safety requirements and policies pertaining to COVID-19.

The Contractor agrees to comply, and to ensure their subcontractors comply, with the following:

1. Screening: The Contractor shall not dispatch any employees who are exhibiting COVID-

19 symptoms to CDCR/CCHCS worksites/locations. Each Contractor employee who visits institutional grounds may be required to undergo a health questionnaire to screen for COVID-19 before being granted access into the institution.

2. Testing: In addition to the screening, Contractor employees working full time at any institution or facility grounds may be subject to COVID-19 testing in the same manner as institution staff.

3. Facial Coverings: All Contractor employees working on institution grounds may be required to wear an approved facial covering at all times. Contractors are advised that mask requirements at each institution or facility may vary (such as N95 masks being required and provided at certain locations) and as such, the requirements for that institution must be followed. Additionally, institutions or facilities may update their requirements in which case the Contractor’s employees must adhere to such updated requirements.

4. Vaccinations: The Contractor agrees to comply with current health and safety laws and regulations, as well as CDCR/CCHCS’ health and safety requirements and policies, as it pertains to vaccination requirements for contractor staff in certain locations/settings. Such laws, regulations, requirements, and policies will be enforced by the Contract Manager.

The Contractor agrees that if a Contractor employee is turned away from the institution gate due to displaying symptoms of COVID-19, or for not complying with the above requirements, the Contractor will not be compensated for the visit and another Contractor employee must be dispatched immediately to ensure Contractor’s adherence to the contract requirements.

V. LIMITATIONS

Senate Bill (SB) 34 declares that a contract that was entered into because of an act that would constitute a violation of a state or federal crime relating to bribery of a public official, including, but not limited to, a violation of Section 68 or 86 of the Penal Code, is voidable. The provisions of SB 34 apply to contracts executed on or after January 1, 2023, including contracts negotiated prior to January 1, 2023.

W. PUBLIC CONTRACTS: CONFLICTS OF INTEREST

The Contractor’s duties and services under this agreement shall not include preparing or assisting CDCR/CCHCS with any portion of CDCR/CCHCS’ preparation of a request for proposal, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CDCR/CCHCS. CDCR/CCHCS shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. The Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. The Contractor shall cooperate with CDCR/CCHCS to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by the Contractor pursuant to this agreement.

X. GENERATIVE ARTIFICIAL INTELLIGENCE (GENAI)

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 & 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 to which 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.

Y. MINIMUM WAGE REQUIREMENTS FOR HEALTHCARE WORKERS

In all matters related to performance of this contract, the Contractor is responsible for and shall adhere to all minimum wage law requirements for its covered health care employees as defined by and in accordance with sections 1182.14 and 1182.15 of the California Labor Code including any other related provision of law. All financial obligations Contractor has to its covered health care employees have either been incorporated into the rates for compensation listed in Exhibit B-1 – Rate Sheet or are considered outside the scope of this agreement.

Further, CDCR/CCHCS may not be held responsible or financially liable for any alleged or actual violation of the minimum wage laws by the Contractor against any of its covered health care employees including for any related actions or claims initiated or filed by, or on behalf of, the Contractor, or its current, former, or would-be covered health care employees, including providers, subcontractors, or any person or entity associated with the Contractor's performance of services under this agreement, such as but not limited to any action or claim for or related to lost wages or revenues, or other employment benefits including unemployment, tax withholdings, workers’ compensation, injuries, or illness, as these are the sole responsibility of the Contractor. To any extent that such an action or claim, by or on behalf of, or otherwise associated with respect to any Contractor responsibility under the minimum wage laws that results in any monetary assessment, either as awarded or per agreement, and however characterized, including but not limited to wages, compensation, or financial damages of any type; any withholding amount, or fine or other administrative assessment, settlement of any type, or attorney’s fees; whether or not involving any local, state, or federal law or local, state, or federal government entity, the Contractor agrees to pay all such costs that are assessed, awarded, agreed or incurred in any manner without involving CDCR/CCHCS or the State. The https://www.documents.dgs.ca.gov/dgs/fmc/pdf/std1000.pdf

Contractor further agrees that it will indemnify, defend, and hold harmless the State, CDCR/CCHCS and CDCR/CCHCS’ officers, employees and agents in any of these matters.

The following provisions apply to services provided on departmental and/or institution grounds:

Z. BLOODBORNE PATHOGENS

Provider shall adhere to California Division of Occupational Safety and Health (CAL-OSHA) regulations and guidelines pertaining to bloodborne pathogens.

AA. TUBERCULOSIS (TB) TESTING

In the event that the services required under this Contract may be performed within a CCHCS institution, office or community-based program, Contractors and their employees who are assigned to work with, near, or around incarcerated persons shall be required to be examined and tested or medically evaluated by a licensed healthcare…