24-261_Small_Business_Bid_Solicitation.pdf

CALIFORNIA STATE TRANSPORTATION AGENCY GAVIN NEWSOM, Governor

DEPARTMENT OF MOTOR VEHICLES

ADMINISTRATIVE SERVICES DIVISION

P.O. BOX 932382

SACRAMENTO, CA 94232-3820

California Relay Telephone Service for the deaf or hard of hearing from TDD Phones: 1-800-735-2929; from Voice Phones: 1-800-735-2922

ADM 668 (REV. 1/2019) DMVWeb A Public Service Agency

24-261

SMALL BUSINESS BID SOLICITATION (SB BID)

Notice to Prospective Bidders

January 13, 2025

You are invited to review and respond to this Small Business Bid Solicitation (SB Bid) entitled 24-261 As- Needed Waste Cleanup, Removal, and Disposal Services at Various DMV Field Offices in Region VI In submitting your bid, you must comply with the instructions found herein. Your bid must be submitted via email (the DMV will not accept a mailed or hand-delivered bid).

Note that all agreements entered into with the State of California will include by reference General Terms and Conditions and Contractor Certification Clauses that may be viewed and downloaded at Internet site:

http://www.dgs.ca.gov

In the opinion of the Department of Motor Vehicles, this SB Bid is complete and without need of explanation.

The contact person for this SB Bid is:

Feliciano Hernandez Department of Motor Vehicles

Phone: (916) 818-2851 Email: feliciano.hernandez@dmv.ca.gov

Please note that no verbal information given will be binding upon the State unless such information is issued in writing as an official addendum.

Feliciano Hernandez Contract Administrator

TABLE OF CONTENTS

SECTION

➢ BIDDER REQUIREMENTS AND INFORMATION

1. Purpose and Description of Services

2. Bidder Qualifications

3. Prevailing Wage

4. Schedule of Events

5. Written Questions

6. Submission of Bid

7. Disposition of Bids

8. Evaluation and Selection

9. Notice of Contract Award

10. Standard Conditions of Service

11. Required Documents (Awarded Contractor)

12. Generative Artificial Intelligence (GenAI)

➢ STANDARD AGREEMENT FORM (SAMPLE)

➢ EXHIBIT A – Scope of Work

➢ EXHIBIT B – Budget Detail and Payment Provisions

➢ EXHIBIT C – General Terms and Conditions

➢ EXHIBIT D – Special Terms and Conditions

➢ EXHIBIT E – Additional Provisions

➢ EXHIBIT F DMV Office Locations – Region 8

➢ EXHIBIT G Sample Monthly Statement

➢ APPENDIX A The United States Department of Transportation Standard Title VI/Non-Discrimination Assurances DOT Order No. 1050.2A

➢ APPENDIX E The United States Department of Transportation Standard Title VI/Non-Discrimination Assurances DOT Order No. 1050.2A

➢ REQUIRED BID DOCUMENTS CHECKLIST

➢ ATTACHMENT 1 – Bid/Bidder Certification Sheet

➢ ATTACHMENT 2 – Cost Sheet

➢ ATTACHMENT 3 – Payee Data Record

➢ ATTACHMENT 4 – Bidder Declaration & Subcontractor/Supplier List

➢ ATTACHMENT 5 – Darfur Contracting Act

➢ ATTACHMENT 6 – California Civil Rights Laws Certification

➢ c ATTACHMENT 7 – GenAI Reporting & Factsheet

The remainder of this page is intentionally left blank.

BIDDER REQUIREMENTS AND INFORMATION

1. Purpose and Description of Services

A. As-needed waste cleanup, removal, and disposal services at various DMV field offices in Region VI. Term: Ten (10) months with a DMV option to extend for ten (10) months additional

(see Schedule of Events for proposed start date of contract). See Exhibit A, Scope of Work, for a complete description of services.

2. Bidder Qualifications

A. Bidder must be certified by the State of California, Department of General Services (DGS), Office of Small Business and Disabled Veteran Enterprise Services (OSDS) as a Certified Small Business.

B. On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 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. By submitting a bid, the bidder represents that it is not a target of Economic Sanctions. Should the State determine, at any time prior to the execution of a contract, that the bidder is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for rejection of the bidder’s bid by the DMV.

3. Schedule of Events

Event Date Time

(1). SB bid available to prospective bidders: 1/13/2025 N/A

(2). Written questions regarding this SB bid are due by:

(Note: See additional info in Section 4.)

1/21/2025 5:00PM

(3). Written responses to SB bid questions released by: 1/22/2025 5:00PM

(4). Final date for bid submission:

(Note: See additional info in Section 5.)

1/24/2025 11:59PM

(5). Proposed start date of contract: 2/1/2025 N/A

4. Written Questions

A. Submit all questions in writing to the contact person identified on the cover page of this SB Bid package.

5. Submission of Bid

A. Bids must be received via email no later than the date and time specified in the Schedule of Events. The DMV will not accept any bids that are mailed or hand-delivered.

(1). Bids shall be emailed in non-fillable PDF format (one [1] file that includes all required bid documents) to DMVBIDS@dmv.ca.gov. Only bids sent to this email will be considered.

Bids that contain any bid information in the body of the email may be rejected. Bids shall be sent to the email address listed above and contain the following information in the Subject Line only:

a. Bid # 24-261 for FELICIANO HERNANDEZ for REGION VI WASTE REMOVAL SERVICES Due: JANUARY 24, 2025 AT 11:59PM.

mailto:DMVBIDS@dmv.ca.gov

1. Bids may be deemed non-responsive if the subject line does not contain the above information.

(2). Emails shall not exceed one hundred (100) megabytes (MB) in size.

(3). Emailed bids will not be opened until after the date and time specified in the Schedule of Events.

B. Bids must be received by the DMV no later than the date and time specified in the Schedule of Events. Any bid received after the specified due date and time shall be rejected.

C. Bids shall include all required bid documents identified in the Required Bid Documents Checklist. Only submit the required bid documents with your bid, not the entire SB Bid package. Bids not including the required bid documents shall be deemed non-responsive. A non-responsive bid is one that does not meet the basic bid requirements.

D. Bidders are responsible for ensuring the accessibility and legibility of the submitted documents.

Bids that are not accessible or legible may be rejected.

E. All documents requiring a signature must bear an original signature of a person authorized to bind the bidding firm.

F. Bids must be submitted for the performance of all the services described herein. Any deviation from the work specifications shall not be considered and shall cause a bid to be rejected.

G. Costs for developing bids in anticipation of award of the contract are entirely the responsibility of the bidder and shall not be charged to the DMV.

H. An individual who is authorized to bind the bidding firm contractually shall sign the Bid/Bidder Certification Sheet (Attachment 1). The signature must indicate the title or position that the individual holds in the firm. An unsigned bid may be rejected.

I. A bidder may modify a bid after its submission by withdrawing its original bid and resubmitting a new bid prior to the bid submission deadline. Bidder modifications offered in any other manner, oral or written, shall not be considered.

J. A bidder may withdraw their bid by submitting a written withdrawal request to the DMV, signed by the bidder or an authorized agent. A bidder may thereafter submit a new bid prior to the bid submission deadline. Bids may not be withdrawn without cause subsequent to bid submission deadline.

K. The DMV may modify this SB Bid prior to the date fixed for submission of bids by the issuance of an addendum to all parties who received a bid package.

L. Bidders are cautioned to not rely on the DMV during the evaluation to discover and report to the bidder any defects and errors in the submitted documents. Bidders, before submitting their documents, should carefully proof them for errors and adherence to the SB Bid requirements.

M. Where applicable, bidders should carefully examine work sites and specifications. Bidders shall investigate conditions, character, and quality of surface or subsurface materials or obstacles that might be encountered. No additions or increases to the contract amount shall be made due to a lack of careful examination of work sites and specifications.

N. All documents submitted in response to this solicitation will become the property of the State of California and may be subject to the California Public Records Act (Government Code section 6250 et seq.). This includes any contact information within the documents, including that of references. Additionally, to the extent that a bidder believes its bid contains trade secret or proprietary information intended to be confidential, it is the bidder’s responsibility to identify and redact such information. A separate redacted copy of the bid must be submitted along with the original unredacted bid, and it will be the bidder’s responsibility to defend any redactions should a requester dispute them under the Public Records Act. In the absence of a pre-redacted bid, the DMV will treat the entire bid as a public record, except any information the DMV is required to redact under California law.

6. Disposition of Bids

A. All documents submitted in response to this SB Bid shall become the property of the State of California, and shall be regarded as public records under the California Public Records Act (Government Code Section 6250 et seq.). However, the contents of all proposals, draft bids, correspondence, agenda, memoranda, working papers, or any other medium which discloses any aspect of a bidder's bid, shall be held in the strictest confidence until notice of award is released. The content of all working papers and discussions relating to a bid shall be held in confidence indefinitely, unless the public's interest is best served by an item’s disclosure because of its direct pertinence to a decision, agreement, or evaluation of a bid.

7. Evaluation and Selection

A. Each bid shall be checked for the presence or absence of required information in conformance with the submission requirements of this SB Bid.

B. The DMV shall put each bid through a process of evaluation to determine its responsiveness to the DMV's needs.

C. A bidder may be deemed not responsible and their bid may be rejected if they have previously been terminated for cause/breach for the same or similar services at the location designated in this SB Bid.

D. All bids may be rejected whenever the DMV determines that the cost is not reasonable or otherwise in the best interest of the DMV. There is no requirement to award a contract if, in the opinion of the DMV, no bids were received containing a reasonable contract price or if there is another business-based reason not to make an award.

E. Bids that contain false or misleading statements, or which provide references that do not support an attribute or condition claimed by the bidder, may be rejected. If, in the opinion of the DMV, such information was intended to mislead the DMV in its evaluation of the bid, and the attribute, condition, or capability is a requirement of this SB Bid, it shall be the basis for rejection of the bid.

F. A bid may be rejected if it is conditional or incomplete. The DMV may reject any or all bids and may waive any immaterial deviation in a bid. The DMV's waiver of immaterial defect shall in no way modify the SB Bid document or excuse the bidder from full compliance with all requirements if awarded the contract.

G. A bid may be rejected if it contains any alterations of form or other irregularities of any kind.

The DMV does not accept alternate contract language from prospective contractors. Bids with such language shall be considered a counter proposal and shall be rejected. The State’s General Terms and Conditions (GTC) are not negotiable. The GTC may be viewed on the internet at: http://www.dgs.ca.gov.

http://www.dgs.ca.gov/

H. The final selection shall be made on the basis of the lowest responsible responsive bid. In the event there is tie, each of the tied bidders shall be contacted by the contact person indicated on the cover page of this SB Bid regarding a date and time for a flip of a coin. The bidder whose bid was received first shall make the call. Bidders or their authorized representative(s) are allowed to be present for the flip of the coin.

8. Notice of Contract Award

A. The DMV shall email, fax, or mail bidding contractors a written notice of contract award.

9. Standard Conditions of Service

A. Following the release of the written notice of contract award, the DMV shall email, fax, or mail the awarded contractor a prepared contract for signature that includes a cover letter instructing the awarded contractor on how to proceed. The cover letter may request that additional information and/or required documents be provided by the awarded contractor before the contract can be fully executed.

B. Services shall be available on the expressed date set by the DMV after all approvals have been obtained and the contract is fully executed.

C. All performance under the contract shall be completed on or before the termination date of the contract.

D. No oral understanding or agreement shall be binding on either party.

10. Required Documents (Awarded Contractor)

A. Prior to approval of the contract, unless otherwise specified below, the awarded contractor shall provide the DMV with all of the following required documents within ten (10) calendar days after the contract has been forwarded to the awarded contractor for signature. If the awarded contractor fails to provide the DMV with all of the following required documents within the above specified number of calendar days after the contract has been forwarded to the awarded contractor for signature, the DMV may deem the awarded contractor as non-responsive and may rescind the contract award:

(1). Contractor Certification Clauses

a. The awarded contractor shall sign and submit to the DMV, page one (1) of the Contractor Certification Clauses (CCC) which can be found on the Internet at:

http://www.dgs.ca.gov.

(2). Insurance Requirements

a. When requested by the DMV, the awarded contractor shall provide the DMV with all of the following certificate(s) of insurance (Note: The DMV shall not be responsible for any premiums or assessments on insurance policies):

1. Commercial General Liability

A. Coverage shall provide limits of not less than $1,000,000.00 per occurrence for bodily injury and property damage liability combined. The policy shall include coverage for liabilities arising out of premises operations, independent contractors, products/completed operations, personal and 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.

B. The insurance policy shall include the following additional insured endorsement that shall be under form acceptable to DGS, Office of Risk and Insurance Management (ORIM):

(1). The State of California, its officers, agents and employees are included as additional insured, but only with respect to work performed for the State of California.

2. Automobile Liability

A. Coverage shall provide limits of not less than $1,000,000.00 combined single limit per accident. Such insurance shall cover liability arising out of a motor vehicle including owned, hired, and non-owned motor vehicles.

(1). The insurance policy shall include the following additional insured endorsement that shall be under form acceptable to DGS, ORIM:

a. The State of California, its officers, agents and employees are included as additional insured, but only with respect to work performed for the State of California.

3. Worker’s Compensation

A. Employer liability limits of not less than $1,000,000.00 are required if the awarded contractor employs any person, in any manner, that is subject to the Workers Compensation Laws of California. The awarded contractor shall maintain statutory workers compensation and employer’s liability coverage for all of its employees who will be engaged in the performance of the contract. If the awarded contractor does not employ any person, in any manner, so as to not become subject to the Workers’ Compensation laws of California, the awarded contractor shall contact the DMV Contract Administrator to request a Workers’ Compensation Exemption Certification form. This form shall be completed by the awarded contractor and submitted to the DMV prior to approval of the contract.

B. The awarded contractor’s workers compensation insurance policy shall be endorsed with a waiver of subrogation in favor of the State of California in the event the awarded contractor employs any person, in any manner, that is subject to the Workers Compensation Laws of California.

11. Generative Artificial Intelligence (GenAI)

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

B. Bidders must notify the State in writing if their solution or service includes, or makes available, any GenAI including, GenAI from third parties or subcontractors.

C. The State has developed a GenAI Reporting and Factsheet (STD 1000) to be completed by the Bidder. Failure to submit the GenAI Reporting and Factsheet (STD 1000) will result in disqualification of the Bidder. Failure to report GenAI to the State may void any resulting contract. The State reserves its right to seek any and all relief to which it may be entitled to as a result of such non-disclosure.

D. Upon receipt of a Bidder GenAI Reporting and Factsheet (STD 1000), the State reserves the right to incorporate GenAI Special Provisions into the final contract or reject bids/offers that present an unacceptable level of risk to the State.

DO NOT COMPLETE OR SUBMIT WITH YOUR BID!

EXHIBIT A

SCOPE OF WORK

1. Contractor’s Full Business Name (to be completed by the DMV), hereinafter referred to as the Contractor, agrees to provide the Department of Motor Vehicles (DMV) all labor, tools, materials, equipment, and travel necessary to perform as-needed waste cleanup, removal, and disposal services at the various Region VI DMV locations identified in Exhibit F for the term of this Agreement.

2. The services shall be performed at: the various Region VI DMV locations identified in Exhibit F.

3. Commencement of Work

A. The Contractor shall commence work under this Agreement on the specified start date provided by the DMV Project Manager following the execution of this Agreement by the State. The DMV Project Manager shall provide the Contractor with written notification of the start date prior to the Contractor commencing work under this Agreement.

4. Assigned Workers

A. Prior to performing an as-needed service under this Agreement, the Contractor shall provide to the DMV Project Manager, a list of all workers dispatched to the DMV office.

B. Personnel performing services under this Agreement must have in their possession at all times while on the DMV premises, a valid identification in the form of a CA Driver License, CA Identification Card, a United States Passport, or a permanent residence card to verify true identity.

5. The services shall be performed during and after DMV business hours, unless otherwise requested and arranged for by the DMV Project Manager. The DMV Project Manager shall approve all work dates and times before the Contractor can perform any work under this Agreement.

A. The Contractor shall be available for services twenty-four (24) hours a day, Monday through Sunday, including holidays.

B. The Contractor shall be available to perform services within four (4) hours of the initial call placed by the DMV Project Manager or designee.

6. The Project Managers during the term of this Agreement shall be:

Department of Motor Vehicles Contractor Name (TBD)

Name: TBD Name: TBD

Phone: TBD Phone: TBD

Email: TBD Email: TBD

7. Any questions or issues regarding the management of this Agreement shall be directed to the following Contract Coordinators:

Department of Motor Vehicles Contractor Name (TBD)

Name: TBD Name: TBD

Address: TBD Address: TBD

Phone: TBD Phone: TBD

Email: TBD Email: TBD

8. In the event of any changes to the name, address, and/or contact information for the Project Managers and/or Contract Coordinators identified in this Exhibit, the party making the changes shall notify the other party in writing.

9. Detailed description of work to be performed and duties of all parties:

A. General

(1). The Contractor shall provide waste cleanup, removal, and disposal services in compliance with all applicable federal, state, and local laws, regulations, ordinances, and requirements, and in conjunction with obtaining all applicable permits, licenses, certifications, and registrations. The DMV does not guarantee a minimum or maximum use of this Agreement.

(2). The Contractor shall be responsible for any required repairs to building(s) and/or property damaged by the Contractor during work performed under this Agreement, including replacement of damaged parts if required, at no additional cost to the DMV. Condition of the building(s) and/or property following repairs shall be equal to that existing before the start of services.

(3). The Contractor shall follow the rules, regulations, and best practices set by the Occupational Safety and Health Administration (OSHA) and provide its workers all required training to perform work under this Agreement.

(4). The Contractor shall comply with federal and state bloodborne pathogens standards, the OSHA Bloodborne Pathogens Standard (29 CFR 1910.1030) and California Occupational Safety and Health (Cal/OSHA) Bloodborne Pathogens Standard (CCR Title 8 Section 5193).

(5). The Contractor shall comply with all California Department of Public Health (CDPH) regulations regarding waste cleaning and removal services, including transportation and disposal of all material.

B. The Contractor agrees to the following services:

(1). The Contractor shall perform waste cleanup, removal, and disposal services, as requested by the DMV Project Manager. These services may include, but are not limited to:

a. Cleaning and sanitizing areas and surfaces that have been exposed to waste, including feces, vomit, and/or other bodily fluids.

1. The Contractor shall utilize one (1) or more chemicals, such as disinfectant, quats, anti-microbial or bleach, depending on the waste material and surface being treated.

b. Removal of waste material including, but not limited to, sharp objects (needles) and drug paraphernalia.

c. Removal and disposal of items related to the waste concern or contaminated by waste. This may include items such as broken glass, floor mats, clothing, and any other material.

(2). The Contractor shall remove all applicable waste, materials, and trash from work performed under this Agreement from the DMV premises on the same day of services and before leaving DMV property.

(3). The Contractor shall invoice services in accordance with the rates provided in Exhibit B.

C. Monthly Statement of Services

(1). The Contractor shall provide an itemized statement by the 5th of each month, listing all services provided for the previous month. See Exhibit G, Sample Monthly Statement.

a. Email statements to the DMV Contract Coordinator, dmvfodcontracts@dmv.ca.gov.

b. The statement is required when no services are performed for the month. If no services are performed for the month, the Contractor shall state that no services were performed on the statement.

c. Itemized information for each service performed shall include the following:

1. Invoice number.

2. RU # and Office Name (See Exhibit F).

3. Date, time, and number of services.

4. Rates charged.

5. Total amount of invoice.

D. Trained Personnel

(1). All services performed under this Agreement shall be performed by trained and qualified personnel.

E. Noise Abatement

(1). The Contractor shall ensure that all services are performed in compliance with all city and county noise abatement laws, ordinances, and regulations.

F. Proof of Service

(1). The Contractor shall leave a notice or business card after each service performed indicating the date and time of completion of services. The Contractor shall place notices underneath the DMV’s main entrance door or in the DMV’s mail deposit slot.

G. Satisfactory Service

(1). The DMV shall deem services as satisfactory when areas affected by waste are cleaned and sanitized and no longer pose a hazard to any person who may be exposed to the aforementioned areas, and when all waste and/or contaminated materials are removed from the DMV site and properly and legally disposed of.

H. Waste Transportation and/or Disposal

(1). The Contractor shall be solely responsible for adhering to any and all local, city, county, state, and federal laws and regulations pertaining to the proper transportation and/or disposal of all waste products while performing services under this Agreement.

The Contractor shall indemnify, defend, and hold harmless the state, its officers, agents, and employees from any and all claims, injuries, suits, damages, and losses arising out of or in connection with the improper transportation and/or disposal of all waste products.

I. Loss/Damage

(1). The DMV shall be relieved from all risks of loss or damage to all equipment/parts during periods of transportation by the Contractor or the Contractor’s agent.

J. Uniform Clothing

(1). The Contractor shall require all employees, including supervisors, to wear distinctive uniform clothing while performing services under this Agreement. The Contractor shall ensure that every employee and supervisor is in uniform when on-site at a DMV office. Uniform clothing shall clearly identify the Contractor’s name in a manner that is easily identifiable via a permanently affixed badge or monogram.

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

1. Invoice and Payment

A. For services rendered as required under this Agreement, and upon receipt and approval of the invoice(s) and any associated time-sheets, status reports, or any other required documentation of work completed, the DMV agrees to compensate the Contractor $____ (to be completed by the DMV), all taxes included, on a monthly. basis in arrears, subject to pro-rata reduction for days on which services are not rendered as required under this Agreement.

B. Invoice(s) should include all of the following:

(1). Contractor’s name as indicated within this Agreement, address, telephone number, and email address.

(2). Name, address, and telephone number of the DMV representative or office indicated within this Agreement to whom the invoice is being mailed or delivered.

(3). Date the invoice was prepared.

(4). Period of time covered by the invoice.

(5). This Agreement number.

(6). Office name and address where services were provided.

(7). Brief description of the type of services for which the DMV is being billed.

(8). Total number of days in the billing period that the Contractor was required to perform services.

(9). Dates within the billing period that the Contractor failed to render required services.

(10). Total amount invoiced (include calculations showing how the total amount invoiced was determined by including any pro-rata reduction amounts if applicable).

C. If this Agreement requires the Contractor to provide time sheets, status reports, payroll information, or other documentation of work done, the Contractor shall not submit an invoice and the State shall not be liable for payment while the Contractor has failed to provide the time sheets, status reports, or other documentation of work for the segment of work covered by the invoice.

D. The Contractor’s invoice(s) shall be emailed to: See Exhibit F.

2. Travel Reimbursement

A. The DMV shall not reimburse the Contractor for travel costs.

3. Budget Contingency Clause

A. The parties mutually agree that if the Budget Act of the current year or any subsequent year covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further force and effect. In this event, the State shall have no liability to pay any funds whatsoever to the Contractor or furnish any other consideration under this Agreement, and the Contractor shall not be obligated to perform further services under this Agreement.

EXHIBIT B

B. 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 the Contractor to reflect the reduced amount.

4. Prompt Payment Clause

A. Payment shall be made in accordance with and within the time specified in the California Prompt Payment Act (Government Code Chapter 4.5, commencing with Section 927).

5. Withholding Amounts Owed From Amounts Due

A. In addition to any other remedy available under this Agreement or applicable law, the DMV may dispute an invoice or invoices submitted by the Contractor and withhold amounts owed by the Contractor to the DMV under this Agreement, including but not limited to amounts owed for breach, amounts owed as liquidated damages, and amounts owed due to overpayments from amounts claimed by the Contractor on invoices submitted to the DMV and otherwise owed by the DMV to the Contractor under this Agreement.

EXHIBIT C

GENERAL TERMS AND CONDITIONS

1. The General Terms and Conditions (GTC) shall be incorporated into the final agreement by reference on the Standard Agreement form (STD 213). The GTC may be viewed on the internet at:

http://www.dgs.ca.gov. (Please note that this page will not be included in the final contract.)

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

1. Force Majeure

A. Circumstances beyond the control of the Contractor or the DMV may excuse the performance of the terms of this Agreement and prevent the other party from seeking any related damages.

These circumstances include acts of war, terrorism, civil war, revolution, or rebellion, epidemics or pandemics, strikes or industrial disputes, government orders or laws, and natural disasters such as earthquake, flood, or fire (excluding weather conditions), and any other extraordinary events or circumstances that prevent or delay the performance of a party and that are not within the control of the that party or avoidable by the exercise of due care.

B. If either party seeks to invoke force majeure to excuse or delay the performance of the terms of this Agreement, that party must immediately notify the other party. The invoking party must provide full details regarding the force majeure event, including the reason(s) the event is preventing or delaying performance, and the expected time frame for performance to be resumed. The invoking party must make reasonable efforts to mitigate damages and force majeure effects and must make reasonable efforts to fulfill its obligations under this Agreement.

Upon completion of the force majeure event, the invoking party must resume performance under this Agreement as soon as practicable.

C. The Contactor is not entitled to payment for services not rendered during a force majeure event and is not entitled to recover costs, losses, or expenses from the DMV as result of the force majeure event. The DMV is not entitled to the cost of replacement services in the event of force majeure.

2. Termination

A. The Contractor understands that in the event this Agreement is terminated for cause/breach, in future bid solicitations for the same or similar services at the location designated in this Agreement, the DMV may reject the Contractor’s bid as a non-responsible bid.

B. The DMV may terminate this Agreement for any of the following reasons:

(1). The Contractor fails to perform the requirements of this Agreement at the time and in the manner herein provided. In the event of such termination, the DMV may proceed with the work in any manner deemed proper by the DMV. All costs to the DMV shall be deducted from any sum due the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand.

(2). When termination is in the best interest of the DMV.

C. The DMV may recover costs and damages from the Contractor that include, but are not limited to, the following:

(1). The cost of rebidding the work.

(2). The additional cost of obtaining required work from an alternate source less the amount the DMV would have paid the Contractor to perform the required work.

(3). Damages incurred as a result of going without required work in the event that the required work cannot be obtained from an alternate source due to time constraints.

(4). Damages incurred as a result of delays in completing work.

D. In the event that the DMV terminates this Agreement in the best interest of the DMV, such termination is subject to thirty (30) calendar days written notice to the Contractor.

E. Termination of this Agreement shall be effected by delivery of a notice of termination to the Contractor specifying whether termination is for breach of this Agreement by the Contractor or for the best interest of the DMV. The notice of termination shall specify the date upon which such termination becomes effective. Unless otherwise directed by the DMV Project Manager, the Contractor shall perform the following as directed by the DMV Project Manager after receipt of the notice of termination:

(1). Stop work under this Agreement on the date and to the extent specified in the notice of termination.

OR

(2). Complete the work in process as directed by the DMV Project Manager.

3. Liquidated Damages

A. The parties agree that it will be impractical and extremely difficult to ascertain and determine the actual damages sustained by the DMV in the event that the DMV is required to re-bid the work, go without the required work, or experience delays in receiving completed work. Therefore:

(1). In the event that the DMV terminates this Agreement due to Contractor breach, the DMV shall be entitled to $500.00 as liquidated damages to cover the administrative costs for rebidding the work.

(2). In the event that the Contractor fails to complete required work within the time frame specified or agreed upon under this Agreement, the DMV shall be entitled to $200.00 per twenty-four (24) hour period as liquidated damages for Contractor delays in completing required work. The Contractor is considered to be behind schedule effective the first hour beyond the time period specified or agreed upon under this Agreement.

B. In addition to any other remedy available under this Agreement or applicable law, the DMV may recover amounts owed to the DMV by the Contractor as liquidated damages from amounts otherwise owing by DMV to the Contractor by disputing one or more Contractor’s invoices and withholding payment. In the event that the Contractor incurs any outstanding liquidated damages assessments with the DMV under this Agreement or any other agreement between the DMV and the Contractor, the Contractor may not be awarded any future DMV contracts until the outstanding assessments have been paid to the DMV.

4. Incorporation by Reference

A. The DMV solicitation and all required documents and quotations submitted by the Contractor, pursuant to and prior to execution of this Agreement, are incorporated by reference and made a part of this Agreement. In the event of a conflict between the Agreement language and the language of any document(s) so incorporated, the Agreement language shall prevail.

5. Contractor Name Change and Assignment

A. Name Change

(1). An amendment to this Agreement is required to change the Contractor’s name as specified in this Agreement. Upon receipt of legal documentation of a name change, the DMV shall process a formal written amendment to this Agreement to change the Contractor’s name. Invoices for work/services performed prior to execution of a written amendment to this Agreement for a name change must be submitted under the Contractor’s name as currently specified in this Agreement in order to be paid.

B. Assignment

(1). This Agreement is not assignable by the Contractor, either in whole or in part, without the consent of the DMV in the form of an approved written amendment to this Agreement. Upon receipt of official documentation justifying an assignment (e.g.

certified filing from the California Secretary of State, sales agreement signed by both parties, Notice of Assignment signed by both parties), the DMV may process a formal written amendment to assign this Agreement. The Contractor must continue to provide all work/services required under this Agreement prior to execution of a written amendment to this Agreement for an assignment. Invoices for services performed prior to execution of a written amendment to this Agreement for an assignment must be submitted under the assigning Contractor’s name as currently specified in this Agreement in order to be paid.

6. Availability of Funds

A. This Agreement is subject to any restrictions, limitations, or conditions enacted by the Legislature which may affect the provisions, terms, or funding of this Agreement in any manner.

7. State Holidays and Furlough Days

A. The DMV observes the state holidays identified at website: http://www.calhr.ca.gov. Offices will be closed if any holiday falls on or is observed on a weekday, unless otherwise stated.

B. In the event that furlough days are implemented, changed, or cancelled at any time throughout the term of this Agreement, the DMV shall notify the Contractor in writing.

8. Right to Bar

A. The DMV reserves the right to bar any Contractor‘s employee from a DMV work site.

9. Multiple Contractors

A. The DMV may undertake or award other contracts for additional work, and the Contractor shall fully cooperate with other contractors and State employees.

10. Subcontractors

A. The Contractor shall not substitute any subcontractor identified in the Contractor’s bid or add any subcontractor not identified in the Contractor’s bid without prior written approval from the DMV Project Manager. The Contractor shall submit the names of all subcontractors to be utilized during the term of this Agreement to the DMV Project Manager.

B. All subcontractors engaged in work under this Agreement shall be considered as employees of the Contractor. The Contractor shall give personal attention to fulfillment of this Agreement and shall keep the work under the Contractor’s control. When any subcontractor fails to complete a portion of the work in a manner satisfactory to the DMV, the Contractor shall correct the defective work or materials at no additional cost to the DMV.

C. All subcontractors shall possess the appropriate contractor’s license for the work they perform under this Agreement.

D. All subcontractors utilized to perform services under this Agreement shall be covered by the Contractor’s insurance or possess insurance equal to the policies, coverages, and limits required of the Contractor under this Agreement.

E. The DMV shall not entertain requests to arbitrate disputes among subcontractors or between the Contractor and subcontractors concerning responsibility of performing any part of the work under this Agreement. The Contractor is responsible for all work performed under this Agreement.

11. Rejection

A. Should any portion of the work done or any materials, articles, or equipment delivered fail to comply with the requirements of this Agreement, such work, materials, articles, or equipment shall be rejected, and shall immediately be made satisfactory to the DMV Project Manager by the Contractor at no additional cost to the DMV. In the event the Contractor fails to take necessary steps to ensure future conformity with the requirements of this Agreement, the DMV shall have the right to:

(1). Procure services required by this Agreement and charge the Contractor for the procured services.

AND/OR

(2). Terminate this Agreement.

12. Jurisdiction and Venue

A. Any civil action that arises out of or relates to this Agreement shall be brought in a court of competent jurisdiction of the State of California.

13. Dispute

A. Any dispute of fact arising under the terms of this Agreement, which is not resolved within a reasonable period of time as defined by the DMV Project Manager, shall be brought to the attention of the Chief Executive Officer (or designative representative) of each organization for joint resolution. If an agreement cannot be reached through the application of high-level management attention, either party may assert its rights and remedies under this Agreement. Notwithstanding this paragraph, the DMV may dispute invoices for purposes of the California Prompt Payment Act (Government Code Chapter 4.5, commencing with Section 927).

14. Standards of Conduct

A. The Contractor shall maintain a satisfactory standard of employee competency, appearance, conduct, and integrity, and shall be responsible for taking such disciplinary action with respect to their employees as may be necessary.

15. Laws, Rules, Regulations, and Executive Orders

A. The Contractor shall be solely responsible for adhering to any and all local, city, county, state, and federal laws, rules, regulations, and executive orders pertaining to the services required under this Agreement while performing services under this Agreement.

16. Economic Sanctions

A. In the event the State determines that the Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, this Agreement may be terminated by the DMV. The DMV shall provide the Contractor advance written notice of such termination, allowing the Contractor at least thirty (30) calendar days to provide a written response. Termination shall be at the sole discretion of the DMV.

17. Generative Artificial Intelligence (GenAI)

A. During the term of this Agreement, the Contractor must notify the State in writing if their services or any work under this Agreement includes, or makes available, any previously unreported GenAI technology, including GenAI from third parties or subcontractors. The Contractor shall immediately complete the GenAI Reporting and Factsheet (STD 1000) to notify the State of any new or previously unreported GenAI technology.

B. At the direction of the State, the 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.

C. Failure to disclose GenAI use to the State and submit the GenAI Reporting and Factsheet (STD 1000) may be considered a breach of the Agreement 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 Agreement. The State is entitled to seek any and all relief to which it may be entitled to as a result of such non-disclosure.

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

EXHIBIT E

ADDITIONAL PROVISIONS

1. Insurance Requirements:

A. General Provisions Applying To All Insurance Policies

(1). Coverage Term

a. Coverage needs to be in force for the entire term of this Agreement. In the event the Contractor fails to keep the required insurance coverage in effect at all times, the DMV may, in addition to any other remedies it may have, terminate this Agreement upon the occurrence of such event.

(2). Deductible

a. The Contractor is responsible for any deductible or self-insured retention contained within their insurance program.

(3). Primary Clause

a. Any required insurance specified under this Agreement shall be primary, and not excess or contributory to any other insurance carried by the DMV.

(4). Insurance Carrier Required Rating

a. All insurance companies must carry a rating acceptable to the Department of General Services (DGS), Office of Risk and Insurance Management (ORIM). Per DGS ORIM an acceptable rating is “A” or better and financial size category of “VII” or better to the latest edition of the A.M. Best Key Rating Guide. If the Contractor is self-insured for a portion or all of its insurance, a review of the Contractor’s financial information, including a letter of credit, may be required.

(5). Endorsements

a. Any required endorsement must be attached to all requested certificates of insurance and not substituted by referring to such coverage on the certificate of insurance.

(6). Inadequate Insurance

a. Inadequate insurance or lack of insurance does not negate the Contractor’s obligations under this Agreement.

B. Commercial General Liability

(1). Throughout the term of this Agreement, the Contractor shall maintain a valid certificate of insurance stating that there is commercial general liability insurance presently in effect for the Contractor with limits of not less than $1,000,000.00 per occurrence for bodily injury and property damage liability combined. The policy shall include coverage for liabilities arising out of premises operations, independent contractors, products/completed operations, personal and 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). The insurance policy shall include the following additional insured endorsement that shall be under form acceptable to DGS, ORIM:

a. The State of California, its officers, agents and employees are included as additional insured, but only with respect to work performed for the State of California.

C. Automobile Liability

(1). Throughout the term of this Agreement, the Contractor shall maintain a valid certificate of insurance stating that there is automobile liability insurance presently in effect for the Contractor with limits of not less than $1,000,000.00 combined single limit per accident.

Such insurance shall cover liability arising out of a motor vehicle including owned, hired, and non-owned motor vehicles.

a. The insurance policy shall include the following additional insured endorsement that shall be under form acceptable to DGS, ORIM:

1. The State of California, its officers, agents and employees are included as additional insured, but only with respect to work performed for the State of California.

D. Pollution Liability

(1). Throughout the term of this Agreement, the Contractor shall maintain a valid certificate of insurance stating that there is pollution liability insurance presently in effect for the Contractor and any subcontractors with limits of not less than $1,000,000.00 per claim covering the Contractor’s liability for bodily injury, property damage, and environmental damage resulting from pollution and related cleanup costs incurred arising out of work or services to be performed under this Agreement. Coverage shall be maintained for both work performed on site as well as proper disposal of hazardous materials.

(2). In addition, the Contractor shall maintain a valid DTSC 8038 certificate of insurance or MCS-90 endorsement with a minimum of $1,000,000.00 coverage per occurrence for the Contractor or their authorized subcontractor during the transportation of hazardous materials and substances.

a. The insurance policy shall include the following additional insured endorsement that shall be under form acceptable to DGS, ORIM:

1. The State of California, its officers, agents and employees are included as additional insured, but only with respect to work performed for the State of California.

E. Workers Compensation

(1). Throughout the term of this Agreement, the Contractor shall maintain a valid certificate of insurance stating that there is workers compensation insurance presently in effect for the Contractor, if the Contractor employs any person, in any manner, that is subject the Workers Compensation Laws of California. The Contractor shall maintain statutory worker’s compensation and employer’s liability coverage for all its employees who will be engaged in the performance of this Agreement. Employer’s liability limits of not less than $1,000,000.00 are required. If the Contractor does not employ any person, in any manner, so as to not become subject to the Workers Compensation Laws of California, the Contractor shall complete and submit a Workers Compensation Exemption Certification form to the DMV.

(2). In the event the Contractor becomes subject to the Workers Compensation Laws of California during the term of this Agreement as a result of hiring employees to perform required services under this Agreement, the Contractor shall maintain a valid certificate of insurance stating that there is workers compensation insurance presently in effect for the Contractor. The Contractor shall maintain statutory worker’s compensation and employer’s liability coverage for all its employees who will be engaged in the performance of this Agreement. Employer’s liability limits of not less than $1,000,000.00 are required.

(3). The Contractor’s workers compensation insurance policy shall be endorsed with a waiver of subrogation in favor of the State of California in the event the Contractor employs any person, in any manner, that is subject to the Workers Compensation Laws of California.

F. When requested by the DMV, the Contractor shall email the required certificate(s) of insurance to the DMV within five (5) business days

2. Security

A. DMV and Employee Property

(1). The Contractor shall not open, use, access, look, read, remove, or copy any documents or records. The Contractor shall not use, access or disturb cabinets, files, desks, computers, folders, papers, books, telephones, calculators, kitchen appliances, or DMV employee’s personal property.