25-059_SB_BID.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

25-059

SMALL BUSINESS BID SOLICITATION (SB BID)

Notice to Prospective Bidders

6/3/2025

You are invited to review and respond to this Small Business Bid Solicitation (SB Bid) entitled 25-059 – Graffiti Removal Services at the Compton DMV Field Office.

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 package is complete and without need of explanation. The contact person for this SB Bid is:

Ada Davis Department of Motor Vehicles

Phone: (916) 818-2847 Email: ada.davis@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.

Ada Davis Contract Administrator

SB BID/25-059

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 – Noncollusion Declaration

EXHIBIT G – Drawing(s)

EXHIBIT H – Standard California Nondiscrimination Construction Contract

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

1. Purpose and Description of Services

A. Graffiti removal services at the Compton DMV Field Office. Term: thirty-six (36) months (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.

C. The bidder shall possess a valid C-33 contractor license issued by the California Department of Consumer Affairs, Contractors State License Board (CSLB). All subcontractors that the bidder intends to utilize to perform work under the contract shall possess all applicable contractor licenses for the work they shall perform under the contract. The bidder’s contractor license number shall be indicated on the Bid/Bidder Certification Sheet (Attachment 1). The names of all subcontractors that the bidder intends to utilize and their contractor license number (if applicable) shall be indicated on the Bidder Declaration & Subcontractor/Supplier List (Attachment 4). All bidder and subcontractor contractor licenses shall be in good standing from the time of the bid opening through the term of the contract.

3. Prevailing Wage

A. In accordance with the provisions of Labor Code Sections 1770 - 1776, the bidder and their proposed subcontractor(s) shall adhere to the payment of prevailing wages as determined by the California Department of Industrial Relations (DIR) if the bidder’s total bid amount exceeds $1,000.00. The prevailing wage rate determinations can be downloaded from the DIR’s internet website at: http://www.dir.ca.gov. Copies of the DIR’s downloadable prevailing wage rate determinations are also on file at DMV Headquarters, and are available to any interested party on request. Additional questions regarding prevailing wage determinations shall be referred to the DIR’s Division of Labor Statistics and Research, Prevailing Wage Unit, at:

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

B. In the event the bidder’s total bid amount exceeds $25,000.00, the bidder and all subcontractors that the bidder intends to utilize to perform work under the contract, shall be a registered public works contractor with the DIR. The bidder shall provide proof of DIR registration for the bidder and all subcontractors that the bidder intends to utilize to perform work under the contract with their bid. All bidder and subcontractor public works contractor registrations with the DIR shall be active from the time of the bid opening through the term of the contract, and shall remain active following the term of the contract until all certified payroll records in connection with the contract have been submitted to the DIR Labor Commissioner.

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

4. Schedule of Events

Event Date Time

(1). SB Bid available to prospective bidders: 6/3/2025 N/A

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

(Note: See additional info in Section 5.)

6/19/2025 4:30 PM

(3). Written responses to questions released by: 6/20/2025 3:30 PM

(4). Final date for bid submission:

(Note: See additional info in Section 6.)

6/25/2025 11:59 PM

(5). Proposed start date of contract: 8/1/2025 or upon contract approval

N/A

5. Written Questions

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

6. 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 # 25-059 for Ada Davis for GRAFFITI REMOVAL SERVICES Due: 6/25/2025 by 11:59 PM

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.

(4). Bidders that send bid submission emails that are successfully received by the DMV at the above email address will receive an automated confirmation of bid received email response (the response will only acknowledge the receipt of an email and not identify the bid number or service/project description). In the event a bidder does not receive an automated confirmation of bid received email response after sending a bid submission email to the above email address, the bidder shall be responsible for confirming the DMV’s receipt of their bid with the contact person indicated on the cover page of this SB Bid package.

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.

mailto:DMVBIDS@dmv.ca.gov

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 agreement 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.

7. 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.

8. 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. Following the time of the bid opening, and prior to award of the contract, the DMV reserves the right to request that any bidder submit substantiation data to verify that the materials, products, items, and equipment to be incorporated into the work by the bidder shall equal or exceed the class or quality of the materials, products, items, and equipment that are designated within Exhibit A. When requested by the DMV, a bidder shall provide the DMV with all requested substantiation data within two (2) calendar days following DMV’s request. The DMV reserves the right to reject any bidder proposed materials, products, items, and equipment that the DMV has determined does not equal or exceed the class or quality of the materials, products, items, and equipment that are designated in Exhibit A.

F. 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.

G. 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.

H. 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/

I. 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.

9. Notice of Contract Award

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

10. Standard Conditions of Service

A. Following the release of the written notice of contract award, the DMV shall email 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 and the awarded contractor 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.

11. 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 five (5) 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. 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.

(3). Payment Bond

a. Per Public Contract Code Section 7103, the awarded contractor shall provide a payment bond equal to one-hundred-percent (100%) of the total amount payable under the contract if the awarded contractor’s total bid amount exceeds $25,000.00. The payment bond must be printed on Standard Form 807 (STD 807), and must include the contract number and the description of work to be performed under the contract. The payment bond must be executed by the Contractor and a corporate surety authorized to transact a general surety business in the State of California.

12. 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. Bidder must notify the State in writing if it: (1) intends to provide GenAI as a deliverable to the State; or (2), intends to utilize GenAI, including GenAI from third parties, to complete all or a portion of any deliverable that materially impacts: (i) functionality of a State system, (ii) risk to the State, or (iii) Contract performance. For avoidance of doubt, the term “materially impacts” shall have the meaning set forth in State Administrative Manual (SAM) § 4986.2 Definitions for GenAI.

C. Failure to report GenAI to the State may result in disqualification. The State reserves the right to seek any and all relief to which it may be entitled to as a result of such nondisclosure.

D. Upon notification by a Bidder of GenAI as required, the State reserves the right to incorporate GenAI Special Provisions into the final contract or reject bids that present an unacceptable level of risk to the State.

E. Government Code 11549.64 defines “Generative Artificial Intelligence (GenAI)” as an artificial intelligence system that can generate derived synthetic content, including text, images, video, and audio that emulates the structure and characteristics of the system’s training data.

The remainder of this page is intentionally left blank.

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” graffiti removal services at the Compton DMV field office for the term of this Agreement. The Contractor is responsible for field verifying all dimensions and existing site conditions pertinent to this Agreement.

2. The services shall be performed at: 2111 S. Santa Fe Avenue, Compton, CA 90221

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. The services shall be performed during DMV business unless prior approval is obtained from the DMV Project Manager. All work dates and times must be approved by the DMV Project Manager before work is performed. Services shall be performed on an as-needed basis, excluding on state holidays as indicated at DMV’s website: https://www.dmv.ca.gov/portal/locations.

5. 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

6. 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

7. 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.

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

A. Summary of Work

(1). The Contractor shall be responsible for removing all graffiti from the interior/exterior of the DMV building including, but not limited to, the following areas:

a. All signs and sign poles.

b. Interior/Exterior walls.

c. Building.

d. Exterior grounds.

e. Parking lot.

f. Wheel stops in the parking lot.

g. Fencing.

h. Gates.

i. Benches.

j. Light poles.

k. Flagpole.

l. Asphalt.

m. Sidewalks.

n. Curbs.

o. Doorways.

p. Entryways.

q. Alcoves.

r. Exterior windows.

(2). Additional duties:

a. The Contractor shall be responsible for tracking the number of services used under this Agreement to ensure that services do not exceed the total number of estimated services detailed in Exhibit B.

b. The Contractor is required to provide services on an as-needed basis as determined by the DMV Project Manager. Upon receiving a call from the DMV Project Manager reporting graffiti, the Contractor shall dispatch personnel to remove the graffiti within forty-eight (48) hours. The DMV does not guarantee a minimum number of total service calls for the term of the Agreement.

c. All graffiti removal shall be completed in a manner as to bring the surfaces affected back to a like-new condition, with no signs of graffiti remaining or shadowing.

d. In the event the graffiti is on a painted surface, the Contractor shall remove the graffiti and repaint the surface. The Contractor shall repaint using water-based paint with zero VOC’s that meets the DMV’s painting specifications. Painted areas with graffiti will be painted with colors matching existing paint. Painting shall be corner to corner, not just painting over graffiti.

e. If the surface where graffiti has been removed is permanently damaged beyond repair, the Contractor shall inform the DMV Project Manager (or their designated representative) immediately and before leaving the DMV premises. If the damaged surface is from the graffiti removal process, the Contractor shall repair the surface at no cost to the DMV. If the damaged surface is from graffiti scratches, etching, or repeated graffiti removal in the same location and the surface has deteriorated, the DMV will be responsible for repairing/replacing the damaged surface.

f. All unpainted brickwork, aggregate, or concrete surfaces shall have the graffiti removed without sandblasting or any other aggressive method that will remove the texture of the bricks or existing surface.

g. All waste generated from removing graffiti shall be disposed of in accordance with all local and state codes and regulations at no additional cost to the DMV.

h. The Contractor shall report to the DMV Project Manager (or their designated representative) upon arrival at the DMV office on every service day. The Contractor shall report all time spent and all work performed to the DMV Project Manager (or their designated representative) before leaving the DMV premises.

The Contractor shall send an invoice to the DMV Project Manager after each DMV office visit. Each invoice shall list the work performed, hours spent at the facility, and the amount invoiced for the work.

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISION

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 the rate in the table below, all taxes included, in arrears. The total compensation for all services performed under this Agreement shall not exceed $TBD. The DMV does not guarantee a minimum number of service calls for the term of this Agreement.

ITEM # DESCRIPTION COST PER

SERVICE

ESTIMATED #

OF SERVICES

A1 “As Needed” Graffiti Removal Services $TBD 78

B. Invoices 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 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). Itemized descriptive list of services for which the DMV is being billed.

(8). Total amount invoiced. The total amount invoiced shall be clearly distinguished from other figures or computations appearing on the invoice. The total amount invoiced shall include all costs incurred by the Contractor under the terms of this agreement, including retention to be withheld by the DMV.

C. The Contractor’s invoice(s) shall be emailed to: dmvfodcompton@dmv.ca.gov

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 a contract 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 Agreement.)

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). When an emergency situation arises which requires the closure of the DMV facility.

(2). 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.

(3). 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 $500.00 per day as liquidated damages for each day the work remains incomplete beyond the time frame specified or agreed upon.

B. The Contractor shall not be assessed liquidated damages when delays in completing work is caused by the failure of the DMV or the owner of a utility to provide for removal or relocation of existing utility facilities.

C. 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 shall 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 will notify the Contractor in writing.

8. Right to Bar

A. The DMV reserves the right to bar any Contractor employees from a DMV work site.

9. Multiple Contractors

A. The DMV may undertake or award other Agreements 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 listed in the Contractor’s bid unless the provisions of Public Contract Code Section 4107(a) apply, a hearing is held (if required), and the DMV consents to the substitution.

B. Per Public Contract Code Section 4107(b), the Contractor shall not permit a subcontract to be voluntarily assigned or transferred, and the Contractor shall not allow the subcontract to be performed by anyone other than the original subcontractor listed in the Contractor’s bid, unless prior written approval is obtained from the DMV.

C. Per Public Contract Code Section 4107(c), the Contractor shall not sublet or subcontract any portion of work in excess of one half of one percent (0.5%) of the Contractor’s total bid that the Contractor failed to designate a subcontractor.

D. 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.

E. All subcontractors shall possess the appropriate license for the work they perform under this Agreement.

F. 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.

G. 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. Project Acceptance

A. Completed work shall be to the entire satisfaction of the DMV. The DMV Project Manager shall be the sole judge as to whether materials and workmanship are acceptable. If any portion of the work completed, or any materials, articles, or equipment delivered should fail to comply with the requirements of this Agreement, such work, materials, articles, and equipment shall be rejected.

The Contractor shall immediately replace all unacceptable materials and shall make all unacceptable work satisfactory to the DMV Project Manager at no additional cost to the DMV.

All rejected materials, articles, or equipment shall immediately be removed from the premises at the Contractor’s own expense.

15. Work Scheduling

A. The Contractor shall have under construction, no more work than can be performed with the least possible obstruction and inconvenience to the public.

16. Product and Reference Standards

A. When a manufacturer's name, product brand name, or model number are referred to in Exhibit A, such designations shall be considered as being those found in industry publications of current issue on the date the DMV released the invitation for bid for this contract. When standards of the federal government, trade societies, or trade associations are referred to in Exhibit A, these shall be considered a part of this Agreement.

17. Materials and Workmanship

A. All materials used and all work performed under this Agreement shall conform in all respects to the latest amended rules, regulations, and requirements which are set forth in any regulatory requirements having jurisdiction over this type of work.

18. Quality and Materials

A. Materials, products, items, and equipment furnished by the Contractor for incorporation into the work under this Agreement shall be new and must equal or exceed the class or quality of the materials, products, items, and equipment that are designated in Exhibit A. The DMV reserves the right to reject any Contractor materials, products, items, and equipment that the DMV has determined does not equal or exceed the class or quality of the materials, products, items, and equipment that are designated in Exhibit A.

B. When Exhibit A requires materials, products, items, and equipment from specified brands or manufacturers, the Contractor shall utilize materials, products, items, and equipment from the specified brands or manufacturers unless the contractor obtains prior written approval from the DMV Project Manager to utilize materials, products, items, and equipment from alternative brands or manufacturers that are considered equal.

19. Labor

A. All work shall be performed at the journeyman level of the trade involved or meet the DMV Project Manager’s approval of the work in accordance with the true and intent meaning of Exhibit A. Every part of the work shall be accomplished by workers, laborers, or mechanics especially skilled in the class of work required.

20. Laws, Rules, Regulations, and Executive Orders

A. The Contractor and all of the Contractor’s agents and employees shall observe and comply with all prevailing federal and state laws and executive orders which pertain to the work to be performed under this Agreement. The Contractor shall obtain all required permits and licenses at the Contractor’s own expense.

B. Neither the DMV nor the Contractor is subject to municipal, county, or district laws, rules, or regulations pertaining to building permits or regulating the design or construction of a building on State of California property.

C. In accordance with Public Contract Code Section 10231 and Government Code Section 11017, the Contractor and subcontractors shall comply with air pollution control rules, regulations, ordinances, and statutes which apply to work performed pursuant to this Agreement.

21. Guarantee

A. The Contractor guarantees the work provided in accordance with this Agreement to be and remain free of defects in workmanship and materials for a period of one (1) year from the date of acceptance of the work, unless an alternative guarantee period is specified within Exhibit A.

The Contractor agrees to repair or replace, at the Contractor’s own expense, any and all work that is defective in its workmanship or materials, any adjacent work which may have been damaged or displaced, and any work not satisfactorily performed in accordance with the terms and conditions of this Agreement. Ordinary wear and tear and unusual abuse or neglect are exempted.

B. The Contractor further agrees, within the specified guarantee period, to meet with the DMV Project Manager within ten (10) calendar days after being notified in writing by the DMV Project Manager of any work defects discovered after the completion and acceptance of the work, to establish a start and completion date for all corrective work. If the Contractor fails to comply with the terms of the guarantee, the DMV shall have the option to hire another vendor to perform all corrective work at the Contractor's expense, and the Contractor will compensate the DMV the entire cost for having another vendor perform the corrective work upon demand. The DMV shall be entitled to compensation for all costs, including reasonable attorney's fees.

22. Employment of Undocumented Immigrants

A. Per Public Contract Code Section 6101, no state agency or department, as defined in Public Contract Code Section 10335.7, that is subject to this code, shall award a public works contract to a Contractor, nor shall a Contractor be eligible to bid on or receive a public works contract, who has, in the preceding five (5) years, been convicted of violating a state or federal law regarding the employment of undocumented immigrants.

23. Noncollusion Declaration

A. Per Public Contract Code Section 7106, any public works contract shall include a noncollusion declaration.

24. Anti-Trust Claims A. The Contractor offers and agrees, and shall require all of their subcontractors and suppliers to agree to assign to the DMV, all rights, title, and interest in and to all causes of action they may have under Section 4 of the Clayton Act (15 U.S. C. Sec. 15) or under the Cartwright Act (Chapter 2 [commencing with Section 16700] of Part 2 of Division 7 of the Business and Professions Code) arising from the purchases of goods, services, or materials pursuant to this Agreement or any applicable subcontract(s). The assignment made by the Contractor and all additional assignments made by the subcontractors and suppliers shall be deemed to have been made and shall become effective at the time the DMV tenders final payment to the Contractor, without further acknowledgment or the necessity of tendering to the DMV any written assignments.

B. If the DMV receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under Government Code Sections 4550-4554, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, on demand, recover from the DMV, any portion of the recovery, including treble damages, and attributable overcharges that were paid by the assignor but were not paid by the DMV as a part of the bid price, less the expenses incurred in obtaining that portion of the recovery. On demand in writing by the assignor, the assignee shall, within one (1) year from such demand, reassign the cause of action assigned under Government Code Sections 4550-4554 if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action.

25. Clarifications

A. Locations of all work to be done under this Agreement are indicated in Exhibit A, unless otherwise specified in Exhibit A.