Addendum_1.pdf

STATE OF CALIFORNIA------- CALIFORNIA STATE TRANSPORTATION AGENCY GAVIN NEWSOM, Governor

DEPARTMENT OF TRANSPORTATION

ADMINISTRATION

DIVISION OF PROCUREMENT AND CONTRACTS

1727 30th STREET, MS-65

SACRAMENTO, CA 95816-7006

PHONE (916) 227-6000

FAX (916) 227-6155

TTY 711

INTERNET http://www.dot.ca.gov/dpac

Making Conservation A California Way of Life.

May 02, 2024

Addendum No. 1

Invitation for Bid (IFB) 32A0585

Hazardous and Regulated Waste Pick-up and Disposal Service (Statewide), CA

NOTICE TO ALL PROSPECTIVE BIDDERS:

Addendum No. 1 is issued for the above-referenced IFB. Bids for this work shall be with the full understanding of this Addendum.

The following changes have been made for this IFB:

IFB Section C Bid Requirements and Information has been revised to add item 19 below. In addition, Attachment 10, GenAI Disclosure & Factsheet (STD. 1000) is attached and has been added to Attachment 8, Required Attachment Checklist. You must submit Attachment 10 when submitting your bid or your bid will be deemed non-responsive.

19. Executive Order N-12-23 – Generative Artificial Intelligence (GenAI) Disclosure

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

C. The State has developed a GenAI Disclosure & Factsheet to be completed by the

Bidder/Offeror.

D. Failure to disclose GenAI to the State and submit the GenAI Disclosure & Factsheet will result in disqualification of the Bidder/Offeror and may void any resulting contract. The State reserves its right to seek any and all relief it may be entitled to as a result of such non-disclosure.

E. Upon receipt of a Bidder/Offeror GenAI Disclosure & Factsheet, 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.

THE FOLLOWING REPRESENTS QUESTIONS RECEIVED FROM PROSPECTIVE CONTRACTORS AND

DEPARTMENT OF TRANSPORTATION (CALTRANS) ANSWERS.

Question 1: Who is current contractor?

Answer 1: The prior contractor was Safety-Kleen Systems, Inc.

Question 2: What has been the total dollar spent to date on the expiring contract?

Answer 2: The total dollar amount was $478,711.72.

Question 3: Please provide a copy of the current contract.

Answer 3: The previous agreement has been attached.

Question 4: Is this a prevailing wage contract?

Answer 4: No.

Question 5: Provide copies of the last three invoices.

Answer 5: We will not be providing the invoices, please see previous agreement for past bid sheet rates.

Question 6: Is it possible to extend the written question submittal and possibly the Final Date and time for the bid submission to give our team to review thoroughly.

Answer 6: An extension is not possible at this time. Please see IFB Section, C) Bid Requirements and Information, 1. Time Schedule.

Question 7: Line 19 Page 2 refers to LEAD Waste, can we get a better description? Is this Lead

Wheel Weight, Paint chips containing lead etc.

Answer 7: Lead Waste would be from wheel weights, metal fabrication, etc. Paint chips would be handled under paint waste.

Question 8: Does Cal Trans accept consolidated and site specific e-Manifest fees?

Answer 8: All service fees are to be inclusive, there are no additional fees allowed.

Question 9: Would Cal Trans accept some redlining of the contract if required by our legal department?

Answer 9: No. The contract has already been reviewed by Caltrans Legal and the Office of Legal

Services.

Question 10: Would Cal Trans accept a Non-Conforming waste rider?

Answer 10: No. The contractor is responsible for identifying the waste before it is removed and disposed of.

Question 11: If awarded would Cal Trans provide a contact for initiating a successful roll out.

Answer 11: The contract manager is the primary contact.

Question 12: If awarded, the current location list in IFB 32A0585 doesn’t have a site contact name, phone # or EPA # associated with each site. Will Cal Trans provide?

Answer 12: This information is provided after awarding the agreement.

Question 13: Please provide the most current pricing (that includes pricing escalators) from the last successful winning bidder and the name of the bidder?

Answer 13: Please refer to question and answer number 1 and 3.

Question 14: What is the annual spend for this contract? (Waste Disposal/Transportation).

Answer 14: Unknown. Contractor costs will vary depending on multiple variables.

Question 15: What is the budget for the term of the new contract?

Answer 15: The budget for this agreement is $2,000,000.00.

Question 16: Can we get signature release to sign on behalf of Cal Trans for service order, manifest, and profiles?

Answer 16: No.

ALL OTHER TERMS AND CONDITIONS SET FORTH IN THE IFB REMAIN IN FULL FORCE AND EFFECT.

Sincerely, John Leyva

Contract Analyst

Invitation for Bid IFB Number 32A0585

Attachment 8 Required Attachment Checklist

A complete bid or bid package will consist of the items identified below.

Complete this checklist to confirm the items in your bid package. Place a check mark or “X” next to each item that you are submitting to Caltrans. All attachments identified below (unless noted otherwise) are required and must be returned as instructed or your bid may be considered non-responsive. Return the Attachment Checklist with your bid package.

Do not submit the Proposed Form of Agreement, Attachment 9, company advertisements, brochures, informational pamphlets, or any other document unless specifically noted in the IFB Requirements and/or as listed below.

Attachments Attachment Name/Description

Attachment 1 _____ Bid Proposal (ADM-1412)

Attachment 2_____ Bidder Declaration (GSPD-05-105). The GSPD-05-105 must be downloaded at https://www.documents.dgs.ca.gov/dgs/fmc/gs/pd/gspd05-105.pdf

Attachment 3 _____

Contractor Certification Clauses (CCC 04/2017). The CCC 04/2017 must be downloaded at https://www.dgs.ca.gov/- /media/Divisions/OLS/Resources/CCC- 042017.pdf?la=en&hash=4DE3E4DC414511AE378794200BA43EBF91C758

EE.

Attachment 4 _____ Bid/Bidder Certification Sheet

Attachment 5 _____ California Civil Rights Laws Certification (ADM-0076). The ADM-0076 must be downloaded at.

https://forms.dot.ca.gov/v2Forms/servlet/FormRenderer?frmid=ADM0076

Attachment 6 _____ Darfur Contracting Act Certification (ADM-0077). The ADM-0077must be downloaded at https://forms.dot.ca.gov/v2Forms/servlet/FormRenderer?frmid=ADM0077.

Attachment 7 _____ Iran Contracting Act Certification (ADM-0078). The ADM-0078 must be downloaded at https://forms.dot.ca.gov/v2Forms/servlet/FormRenderer?frmid=ADM0078.

Attachment 8 _____ Required Attachment Checklist

Attachment 10 _____ GenAI Disclosure & Factsheet (STD 1000) must be downloaded at https://www.documents.dgs.ca.gov/dgs/fmc/pdf/std1000.pdf

COPY _____

CA DTSC Hazardous Waste Transporter Registration, in accordance with IFB, Section B, Item 1

COPY _____

US DOT PHMSA Hazmat Registration, in accordance with IFB, Section B, Item 2

COPY(ies) _____ Quotes from SB Subcontractors (on SB’s letterhead)

STATE OF CALIFORNIA

GENAI DISCLOSURE & FACTSHEET

STD 1000 (NEW 01/2024)

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION

Generative Artificial Intelligence (GenAI) Disclosure & Factsheet

Bidder/Offer Information

Solicitation Number Bidder ID/Vendor ID (optional)

Business Name Business Telephone Number

Business Address

GenAI Disclosure & Factsheet

City State Zip Code

Will you be using or offering GenAI technology, model, or service (collectively, “system”)? Yes No (If No, skip to Signature section of this form.)

If yes, provide details regarding the GenAI system”). See GenAI Disclosure & Factsheet Definitions at the end of this form for more information.

Failure to disclose GenAI to the State and submit the detailed description may result in disqualification and may void any resulting contract.

1. GenAI Model Name, Version (including number of parameters)

2. Model Owner

3. Overview

4. Purpose

5. Intended Domain

6. Model Training Data

7. Model Information

Attachment 10

STD 1000 (NEW 01/2024)

STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

GENAI DISCLOSURE & FACTSHEET PROCUREMENT DIVISION

8. Input and Outputs

9. Performance Metrics

10. Optimal Conditions

11. Poor Conditions

12. Bias

13. Test Data

Explain below how you are ensuring the GenAI system is not adversely affecting “decisions that materially impact access to, or approval for, housing or accommodations, education, employment, credit, health care, and criminal justice.” (AB 302, Department of Technology: High-Risk automated decision systems: inventory).

Signature

By signing this document, I certify that I have identified and disclosed, if any, all GenAI components in the proposed solution or service.

Signature Date

STD 1000 (NEW 01/2024)

GENAI DISCLOSURE & FACTSHEET PROCUREMENT DIVISION

GenAI Disclosure & Factsheet Definitions Please use the following definitions to complete the GenAI Disclosure and Factsheet:

1. Model Name, Version & Number of Parameters:

Definition: The unique identifier or name assigned to the specific GenAI model or service.

Purpose: Allows users to refer to and distinguish between different GenAI models.

2. Model Owner Definition: The name of the organization or entity responsible for creating or deploying the GenAI model or service.

Importance: Helps identify the source and accountability for the GenAI system.

3. Overview:

Definition: A concise summary of the GenAI model’s purpose, functionality, and key characteristics.

Role: Provides a high-level understanding for users and stakeholders.

4. Purpose:

Definition: The intended use or goal of the GenAI model (e.g., image recognition, natural language processing, text summarization).

Significance: Helps users assess whether the GenAI model aligns with their needs.

5. Intended Domain:

Definition: The context, subject matter or domain for which the GenAI model is designed to operate effectively.

Importance: Helps users determine if the GenAI model is suitable for their specific use case.

6. Training Data:

Definition: Information used to train the GenAI model (e.g., labeled images, text corpora).

Role: Influences the GenAI model’s behavior and performance.

7. Model Information:

Definition: Details about the architecture, parameters, and configuration of the GenAI model.

Relevance: Provides insights into how the GenAI model functions.

8. Inputs and Outputs:

Definition:

o Inputs: The data or features provided to the model for prediction (e.g., images, text).

o Outputs: The GenAI model’s predictions or results (e.g., class labels, probabilities).

Understanding: Crucial for integrating the GenAI model into applications.

9. Performance Metrics:

Definition: Quantitative measures (e.g., accuracy, F1-score) used to evaluate the GenAI model’s performance.

Assessment: Determines how well the GenAI model meets its intended purpose.

Continuous Monitoring Plan: Establishes a plan for continuous monitoring and evaluation of the GenAI model’s performance.

GENAI DISCLOSURE & FACTSHEET PROCUREMENT DIVISION

STD 1000 (NEW 01/2024)

10. Optimal Conditions:

Definition: The ideal environment or context for the GenAI model to perform optimally.

Contextual Guidance: Helps users achieve the best results.

11. Poor Conditions:

Definition: Scenarios or conditions where the GenAI model’s performance may degrade.

Risk Awareness: Alerts users to potential limitations.

12. Bias:

Definition: Any systematic error or unfairness in the GenAI model’s predictions due to biased training data or design.

Mitigation: Addressing bias is crucial for ethical and unbiased GenAI.

13. Test Data:

Definition: Independent data used to evaluate the GenAI model’s performance after training.

Validation: Ensures the GenAI model generalizes well to unseen examples.

Shelley Williams

12/21/2020

Safety-Kleen Systems, Inc.

Agreement Number 32A0492

Exhibit A Commercial Services–State

SCOPE OF WORK

Contractor agrees to provide to the California Department of Transportation (Caltrans) Division of Equipment (DOE) statewide services for all absorbent materials, containers, pickup, removal, cleanup, transportation, and disposal services of hazardous waste, environmentally regulated waste, and lab packed waste as described herein.

The services shall be performed at various Caltrans facilities. A list of the current Caltrans locations is provided as Attachment A (Caltrans Service Locations). Although unanticipated, service locations are subject to change, reference this Exhibit A, Item 9(B).

Any reference to Caltrans Contract Manager shall also include his/her designee.

This Agreement will commence on December 1 , 2020 or upon approval by the Department of General Services (DGS), whichever is later, and no work shall begin before that time. This Agreement is of no effect unless approved by DGS. Contractor shall not receive payment for work performed prior to approval of the Agreement and before receipt of notice to proceed by Caltrans Contract Manager. This Agreement shall expire on , 2025. The services shall be provided during the working hours of 7:00 AM to 3:00 PM, Monday through Friday, excluding State holidays. The parties may amend this Agreement as permitted by law.

All inquiries during the term of this Agreement will be directed to the project representatives listed below:

Department of Transportation (Caltrans): Contractor: Safety-Kleen Systems, Inc.

Section/Unit: D32/ Material Services Contract Manager: Amanda Morris Project Manager: Sean Benson Address: 3400 R Street

Sacramento, CA 95816 Address: 42 Longwater Drive

Norwell, MA 02061 Business Phone No.: (213) 248-2077 Business Phone No.: (972) 265-2456 Email: Amanda.Morris@dot.ca.gov Email: Sean.Benson@safety-kleen.com

6. DESCRIPTION OF WORK:

A. Work under this Agreement may include hazardous waste assessment, identification and characterization of stored hazardous waste by Contractor in advance of pickup and subsequent disposal. Contractor shall furnish all labor, equipment, tools, travel, supplies, incidentals, and materials required to test, identify, reduce contamination, neutralize waste and to remove, transport, and legally dispose of waste substance and other materials generated at Caltrans DOE facilities or sites designated in Attachment A. Labor shall include all Personal Protective Equipment (PPE), completion of quarterly reports, and chain of custody. Materials shall include all labels, manifests, packing absorbents, drum liners, and incidental testing materials. Caltrans DOE waste includes, but is not limited to:

hazardous waste, non-hazardous waste, environmentally regulated waste, universal and biological waste, which may be containerized or stockpiled. Waste includes, but is not limited to:

1) Absorbent pads

2) Absorbent service

3) Aerosol cans

Exhibit A Commercial Services–State

4) Contaminated fuel

5) Diesel Particulates

6) Floor sweep absorbents

7) Fluorescent lamps

8) Lamp ballasts

9) Lead waste

10) Machine tool coolant

11) Metal dust

12) Paint booth filters

13) Paint related waste

14) Used oil recovery

15) Used brake fluid

16) Used oil/fuel filters with metal

17) Used oil/fuel filters without metal

18) Waste antifreeze

B. Caltrans Contract Manager may determine other hazardous waste or environmentally regulated waste that will be handled under the terms of this Agreement.

7. DETAILED DESCRIPTION OF WORK TO BE PERFORMED AND DUTIES PERFORMED BY

ALL PARTIES:

A. ABSORBENT PADS:

Contractor shall supply approved drums for used absorbent pads contaminated with used and new oil, hydraulic fluid, coolant, and other automotive waste. The spent material drums are inspected at 90-day intervals and replaced when full. Partially filled drums will not be removed unless instructed to do so by Caltrans Contract Manager. Contractor shall inspect these used absorbent pad drums and remove them for disposal, and replace with an empty drum. The price is a per drum fee, with no truck transportation charges or minimum quantity fees.

B. ABSORBENT SERVICE:

Contractor shall provide poly absorbent pads, a granular corn cob absorbent and lite-dry absorbent material to clean spills. The service shall include a 30-gallon yellow-marked drum full of the clean pads or granular corn cob material. Contractor shall also provide an empty 30-gallon drum with a foot operated fusible link lid for the spent materials. The spent material drums are inspected at 90-day intervals and replaced when full. Partially filled drums will not be removed unless instructed to do so Caltrans Contract Manager. The complete service is an all-inclusive price. No separate disposal fee, delivery fee, or charge for the clean absorbent materials are allowed.

C. AEROSOL CANS:

Contractor shall provide approved drums for spent aerosol cans. Contractor shall remove drums when full or when instructed to do so by Caltrans Contract Manager. Partially filled drums will not be removed unless instructed to do so by Caltrans Contract Manager.

Contractor shall inspect spent aerosol can drums at 90-day intervals and remove them for disposal, replacing with empty drums. The price is a per drum fee, with no truck transportation charges or minimum quantity fees.

D. CONTAMINATED FUEL:

Contractor shall provide approved drums for contaminated fuel. Contaminates may include used and new oil, hydraulic fluid, coolant, and other automotive waste. Drums are inspected at 90-day intervals and replaced when full. Partially filled drums will not be removed unless instructed to do so by Caltrans Contract Manager. Contractor shall inspect these contaminated fuel drums and remove them for disposal, and replace with an empty drum.

The price is a per drum fee, with no truck transportation charges or minimum quantity fees.

E. DIESEL PARTICULATES:

Contractor shall provide approved drums for diesel particulate matter. Diesel particulate matter is a component of diesel exhaust that includes soot particles made up primarily of carbon, ash, metallic abrasion particles, sulfates, and silicates. Drums are inspected at 90-day intervals and replaced when full. Partially filled drums will not be removed unless instructed to do so by Caltrans Contract Manager. Contractor shall inspect these diesel particulates drums and remove them for disposal, and replace with an empty drum. The price is a per drum fee, with no truck transportation charges or minimum quantity fees.

F. FLOOR SWEEP ABSORBENT:

Contractor shall supply approved drums for used floor sweep absorbent that may be contaminated with used and new oil, hydraulic fluid, coolant, and other automotive waste.

Drums are inspected at 90-day intervals and replaced when full. Partially filled drums will not be removed unless instructed to do so by Caltrans Contract Manager. Contractor shall inspect these floor sweep drums and remove them for disposal, and replace with an empty drum. The price is a per drum fee, with no truck transportation charges or minimum quantity fees.

G. FLOURESCENT LAMPS:

Contractor shall provide approved disposable containers for fluorescent lamps. Containers are inspected at 90-day intervals and replaced when full. Partially filled boxes will not be removed unless instructed to do so by Caltrans Contract Manager. Contractor shall inspect these fluorescent lamp containers and remove them for disposal, and replace with an empty drum. The price is a per foot fee, with no truck transportation charges or minimum quantity fees.

H. LAMP BALLASTS:

Contractor shall provide approved drums for lamp ballasts. Drums are inspected at 90-day intervals and replaced when full. Partially filled drums will not be removed unless instructed to do so by Caltrans Contract Manager. Contractor shall inspect these lamp ballasts and remove them for disposal, and replace with an empty drum. The price is a per drum fee, with no truck transportation charges or minimum quantity fees.

I. LEAD WASTE:

Contractor shall provide approved drums for lead waste. Drums are inspected at 90-day intervals and replaced when full. Partially filled drums will not be removed unless instructed to do so by Caltrans Contract Manager. Contractor shall inspect these lead waste drums and remove them for disposal and replace with an empty drum. The price is a per drum fee, with no truck transportation charges or minimum quantity fees.

J. MACHINE TOOL COOLANT:

Contractor shall provide approved drums for machine tool coolant. Drums are inspected at 90-day intervals and replaced when full. Partially filled drums will not be removed unless instructed to do so. Contractor shall inspect these machine tool coolant drums and remove them for disposal and replace with an empty drum. The price is a per drum fee, with no truck transportation charges or minimum quantity fees.

K. METAL DUST:

Contractor shall provide approved drums for metal dust. The metal dust is from any and all metals typically used in a machine shop. Drums are inspected at 90-day intervals and replaced when full. Partially filled drums will not be removed unless instructed to do so by Caltrans Contract Manager. Contractor shall inspect the metal dust drums and remove them for disposal and replace with an empty drum. The price is a per drum fee, with no truck transportation charges or minimum quantity fees.

L. PAINT FILTERS:

Contractor shall supply approved drums for spent paint filters. Drums are inspected at 90-day intervals and replaced when full. Partially filled drums will not be removed unless instructed to do so by Caltrans Contract Manager. Contractor shall inspect these filter drums and remove them for disposal and replace with an empty drum. The price is a per drum fee, with no truck transportation charges or minimum quantity fees.

M. PAINT RELATED WASTE:

Contractor shall supply approved drums for paint related waste which may be liquid, sludge, or solid waste. Drums are inspected at 90-day intervals and replaced when full. Partially filled drums will not be removed unless instructed to do so by Caltrans Contract Manager.

Contractor shall inspect these paint related waste drums and remove them for disposal and replace with an empty drum. The price is a per drum fee, with no truck transportation charges or minimum quantity fees.

N. USED OIL RECOVERY:

Contractor shall provide removal service to all Department locations listed in Attachment A when contacted or at least once every 180 days on a regular service interval, and after testing, remove all motor oils for re-processing and recycling. For oil in drums, Contractor shall inspect these oil drums and remove them for disposal, replacing the empty drum with an equivalent size. For oil in bulk tanks, Contractor shall pump the oil into their bulk removal trucks. The price is a per gallon fee, with no truck transportation charges or minimum quantity fees. The cost of replacement drums shall be considered included within Attachment 1 (Bid Proposal), Line Item 45.

O. USED OIL FILTER/FUEL FILTER WITH METAL SERVICE:

Contractor shall provide approved drums for used filters. The type of metal is coated steels, tin plate, or galvanized steels. Drums are inspected at 90-day intervals and replaced when full. Partially filled drums will not be removed unless instructed to do so by Caltrans Contract Manager. Contractor shall inspect these filter drums and remove them for disposal and replace with an empty drum. The price is a per drum fee, with no truck transportation charges or minimum quantity fees. Filters with metal shall be recycled.

P. USED OIL FILTER/FUEL FILTER WITHOUT METAL SERVICE:

Contractor shall provide approved drums for used filters. Drums are inspected at 90-day intervals and replaced when full. Partially filled drums will not be removed unless instructed to do so by Caltrans Contract Manager. Contractor shall inspect these filter drums and remove them for disposal and replace with an empty drum. The price is a per drum fee, with no truck transportation charges or minimum quantity fees.

Q. USED BRAKE FLUID:

Contractor shall provide approved drums for used brake fluid. Drums are inspected at 90-day intervals and replaced when full. Partially filled drums will not be removed unless instructed to do so by Caltrans Contract Manager. Contractor shall inspect these drums and remove them for disposal and replace with an empty drum. The price is a per drum fee, with no truck transportation charges or minimum quantity fees.

R. WASTE ANTIFREEZE:

Contractor shall provide approved drums for waste antifreeze. Drums are inspected at 90-day intervals and replaced when full. Partially filled drums will not be removed unless instructed to do so by Caltrans Contract Manager. Contractor shall inspect the waste antifreeze and remove it for disposal and replace with an empty drum. The price is a per gallon fee, with no truck transportation charges or minimum quantity fees.

S. All of the services listed in this Exhibit A, Section 8, shall include the proper documentation that Caltrans DOE needs to remove hazardous waste from Caltrans DOE facilities. Labeling of the waste containers shall be completed by Contractor. Emergency services requested by Caltrans shall be performed at the rates established in Attachment

1. Prices are all inclusive and shall include transportation, disposal, replacement containers, and fuel charges.

8. CERTIFICATE OF ASSURANCE:

Contractor shall provide, in writing, the assurance that if any waste is mishandled or released after it is in Contractor’s possession, Caltrans will not be financially responsible for the cleanup or the fines that result from such an incident. Contractor shall carry insurance per Exhibit E, Section 2(D), to finance any liability for mishandling or released hazardous waste that shall cover the costs regarding such waste.

9. GENERAL CONDITIONS:

A. Contractor shall contact the appropriate shops to obtain field location addresses, EPA numbers, services required, and service intervals. A contact list will be provided with the Notice to Proceed referenced in this Exhibit A, Item 4. Contractor shall be responsible for establishing agreeable service schedules with each shop. The service schedule may be changed as operational needs change. Caltrans Contract Manager shall select the services to be performed at each listed location.

B. Caltrans reserves the right to change the locations listed in Attachment A. All Changes to the location list shall be approved by Caltrans Contract Manager.

C. Contractor shall have a maximum of 30 calendar days from inception to have all collection containers/drums in place and useable.

D. Contractor shall, throughout the term of this Agreement, maintain all applicable California and Federal licenses, endorsements, registrations, identification numbers and permits for the removal, transport and/or storage of hazardous and regulated materials as described herein.

10.REPORTS:

A. Contractor shall provide Caltrans Contract Manager with a quarterly activity report as mutually agreed upon by all parties. Contractor shall provide reports electronically in a mutually agreed format, such as Microsoft Excel.

B. The report shall list, at a minimum, by service location:

1) Monthly total expenses

2) Year to date totals

3) Service type

4) Generated waste volume and type

C. The submitted reports are to coincide with the quarters and date ranges as outlined below:

1) Quarter 1: July 1st through September 30th – due by October 31st

2) Quarter 2: October 1st through December 31st – due by January 31th

3) Quarter 3: January 1st through March 31st -- due by April 30th

4) Quarter 4: April 1st through June 30th - due by July 31st

D. Contractor shall provide custom reports that Caltrans Contract Manager may request from time to time. Contractor shall describe additional management reports available, as well as furnish copies or samples of current management reports. Contractor shall indicate the flexibility of the reporting system and the ease of changing both format and components tracked.

11.CODE OF CONDUCT:

A. Contractor and its employees shall be aware that they are working on Caltrans property and be courteous and respectful at all times. Contractor and its employees shall comply with all State policies and shall conduct themselves in a professional manner at all times.

B. Public safety and convenience are to be considered at all times. If any person employed by Contractor appears to Caltrans Contract Manager to be incompetent or to act in a disorderly, unsafe, or improper manner, that person will be removed from the premises immediately and will no longer be employed on this Agreement.

C. If Contractor’s employees display any behavior that Caltrans Contract Manager deems inappropriate or offensive, Caltrans Contract Manager shall have the right to request that employee be removed from doing further work on this Agreement.

12.DAMAGES TO STATE PROPERTY:

If any Caltrans property is damaged by Contractor or its employees, Contractor shall repair, at its sole expense and to Caltrans acceptance, all damage which has occurred. Repair efforts must be performed in a manner to ensure that all warranties are maintained for any products that are damaged. Repair efforts shall include the full costs for all required labor and materials.

13.WORK SITE CLEAN-UP:

A. Contractor shall own and assume all responsibility for all litter, waste, debris, and similar materials arising from or produced by the work performed under this Agreement. Contractor shall keep the area in orderly, safe, and clean condition, including but not limited to any spills or smudges as applicable to the services in accordance with the Exhibit A, Scope of Work. If the work site is not left in a clean and orderly condition in the sole opinion of Caltrans Contract Manager, then Contractor shall be called back to correct the condition at no additional charge to Caltrans.

B. Contractor shall promptly remove such litter, waste, debris, and other materials produced during this work and legally dispose of them. No litter, waste, debris, or other materials shall be deposited in any Caltrans dumpsters without permission from Caltrans Contract Manager.

C. Once Contractor takes possession of the materials, Contractor will take ownership of the materials and will dispose of or recycle them in a lawful manner in accordance with the Exhibit A, Scope of Work.

D. Contractor’s bid included the cost to disposal of or recycling of the materials, and Contractor shall be responsible for such disposal and recycling costs.

E. Contractor shall take all necessary precautions to prevent injury or hazards to Caltrans employees and the public and shall avoid causing any unreasonable inconvenience to any individual doing business on Caltrans property.

14. INSPECTION AND ACCEPTANCE FOR PAYMENT:

Work is subject to inspection and acceptance by the Caltrans Contract Manager or designee.

The Caltrans Contract Manager or designee shall have the ultimate responsibility and authority to determine whether the Contractor’s duties and obligations under this Agreement, including specifically whether the Contractor delivered all work (i.e. product and deliverables or services) and whether the Contractor’s work (i.e. product and deliverables or services) satisfied all of the applicable criteria in accordance with this Exhibit A, Scope of Work. Any work that needs corrections shall be at the Contractor’s sole cost and expense. Failure to begin work and to complete work as required by this Agreement shall be considered grounds for termination of this Agreement for default in accordance with Exhibit D, Section 2, Termination.

Exhibit B

Budget Detail and Payment Provisions

1. Invoicing and Payment

A. For services satisfactorily rendered and approved by Caltrans Contract Manager, and upon receipt and approval of the invoices, Caltrans agrees to compensate Contractor in accordance with the Bid Proposal, Attachment 1, and this Exhibit B. Incomplete or disputed invoices shall be returned to Contractor, unpaid, for correction.

B. Invoices shall be itemized in accordance with the Bid Proposal, Attachment 1, and shall be signed and submitted in triplicate not more frequently than monthly in arrears of the service.

C. Each invoice shall include:

1) Agreement Number

2) Date(s) of Service

3) Location of Service

4) Itemized Description of Service Provided

5) Rate of Each Item, in accordance with Attachment 1

D. Each invoice shall be submitted in triplicate to:

Department of Transportation (Caltrans) Division of Equipment/ Internal Control Attention: Amanda Morris 3400 R Street, Sacramento, CA 95816

2. Budget Contingency Clause

A. It is mutually understood between the parties that this Agreement may have been written before ascertaining the availability of congressional or legislative appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the Agreement were executed after that determination was made.

B. This Agreement is valid and enforceable only if sufficient funds are made available to the State of California by the United States Government or the California State Legislature for the purpose of this program. In addition, this Agreement is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress or the State Legislature that may affect the provisions, terms, or funding of this Agreement in any manner.

C. It is mutually agreed that if the Congress or the State Legislature does not appropriate sufficient funds for the program, this Agreement shall be amended to reflect any reduction in funds.

D. Pursuant to Government Code Section 927.13, no late payment penalty shall accrue during any time period for which there is no Budget Act in effect, nor on any payment or refund that is the result of a federally-mandated program or that is directly dependent upon the receipt of federal funds by a State agency.

E. Caltrans has the option to terminate the Agreement under the 30-day termination clause or to amend the Agreement to reflect any reduction of funds. Refer to Exhibit D, 2B Termination.

3. Prompt Payment Clause

A. Payment will be made in accordance with, and within the time specified in, Government Code, Chapter 4.5, commencing with Section 927 and all agreements must comply with California Public Contract Code Sections 10262 and 10262.5.

B. Pursuant to Public Contract Code Section 10262, the Contractor shall pay its Subcontractor(s) within seven (7) calendar days from receipt of each payment made to Contractor by Caltrans.

C. Failure of the Contractor adhering to Public Contract Code Section 10262 may result in termination of this Agreement per Public Contract Code Section 10253 and disciplinary action by the Contractors State License Board may be implemented

D. Any subcontract entered into as a result of this Agreement shall contain all the provisions of this clause.

4. Cost Limitation

A. Total amount of this Agreement shall not exceed $549,595.00.

B. It is understood and agreed that this total is an estimate and that Caltrans will pay only for those services actually rendered as authorized by Caltrans Contract Manager up to the total amount set forth in Section 4A, above.

5. Rates

Rates for these services may be found on Attachment 1 of this document.

6. Excise Tax

The State of California is exempt from Federal excise taxes, and no payment will be made for any taxes levied on employees' wages. Caltrans will pay for any applicable State or local sales or use taxes on the services rendered or equipment or parts supplied pursuant to this Agreement. Caltrans may pay any applicable sales and use tax imposed by another state.

7. Cost Principles

A. Contractor agrees that the Cost Principles and Procedures in 48 Code of Federal Regulations (CFR), Part 31, and the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, in 2 CFR, Part 200, shall be used to determine the allowable individual items of cost.

B. Any costs for which payment has been made to Contractor that are determined by subsequent audit to be unallowable under 48 CFR Part 31 or 2 CFR Part 200 are subject to repayment by Contractor to Caltrans.

C. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this clause.

8. Costs Included in Bid Rates

A. The cost of employer payments to or on behalf of employees, subsistence, travel, compensation insurance premiums, unemployment contributions, social security taxes, Agreement bond premiums, and any other taxes or assessments including sales and use taxes required by law or otherwise shall be included in the Agreement rates and no additional allowance will be made thereof, unless separate payment provision should specifically so provide.

Exhibit D

Special Terms and Conditions

1. Settlement of Disputes

A. Any dispute concerning a question of fact arising under this Agreement that is not disposed of by Agreement shall be decided by the Caltrans Contract Officer, who may consider any written or verbal evidence submitted by Contractor. The decision of the Caltrans Contract Officer, issued in writing, shall be Caltrans’ final decision on the dispute.

B. Neither the pendency of a dispute nor its consideration by the Caltrans Contract Officer will excuse Contractor from full and timely performance in accordance with the terms of the Agreement.

2. Termination

A. If, after award and execution of the Agreement, Contractor’s performance is unsatisfactory, the Agreement may be terminated for default. Additionally, Contractor may be liable to Caltrans for damages, including the difference between Contractor’s original bid price and the actual cost of performing the work by another Contractor. Default is defined as Contractor failing to perform services required by the Agreement in a satisfactory manner.

B. Caltrans reserves the right to terminate this Agreement for any or no cause upon 30 days written notice to Contractor or immediately in the event of default or material breach by Contractor at no cost. Upon such termination, no compensation shall be due or payable to Contractor except for compensation earned through the date of termination.

C. The State may terminate this Agreement immediately for good cause. The term "good cause” may be defined as "impossibility of performance” or “frustration of purpose”, but does not include material breach, default, or termination without cause. In this instance, the Agreement termination shall be effective as of the date indicated on the State’s notification to Contractor.

D. In the event that the total Agreement amount is expended prior to the expiration date, Caltrans may, at its discretion, terminate this Agreement with 30-day notice to Contractor.

3. Subcontractors

A. Nothing contained in this Agreement or otherwise, shall create any contractual relation between Caltrans and any Subcontractors, and no subcontract shall relieve Contractor of its responsibilities and obligations hereunder. Contractor agrees to be as fully responsible to Caltrans for the acts and omissions of its Subcontractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by Contractor. Contractor's obligation to pay its Subcontractors is an independent obligation from the State's obligation to make payments to Contractor.

B. Contractor shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted, except for Subcontractors listed on the Bidder Declaration (GSPD-05-105), Attachment 2.

C. Any subcontract in excess of $25,000 entered into as a result of this Agreement shall contain all the provisions stipulated in this Agreement to be applicable to Subcontractors.

D. Any substitution of Subcontractors must be approved in writing by Caltrans Contract Manager in advance of assigning work to a substitute Subcontractor.

4. Retention of Records/Audits

A. For the purpose of determining compliance with Government Code Section 8546.7, Contractor and Subcontractors shall maintain all books, documents, papers, accounting records, and other evidence pertaining to the performance of the Agreement, including but not limited to, the costs of administering the Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under the Agreement. The State, the State Auditor, Federal Highway Administration, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of Contractor that are pertinent to the Agreement for audits, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested.

B. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this clause.

5. Non-Solicitation

Contractor warrants, by execution of this Agreement, that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained or contracted by Contractor for the purpose of securing business. For breach or violation of this warranty, the State shall have the right to annul this Agreement without liability, paying only for the value of the work actually performed, or in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee.

6. Reporting Small Business/Micro Business (SB/MB) and/or Disabled Veteran Business Enterprise (DVBE) Utilization

If SB/MB and/or DVBE Subcontractor participation is a requirement of this Agreement, Contractor must report the actual amount paid to certified Subcontractors. Contractor must comply with Government Code Section 14841 and Military and Veterans Code Section 999.5(d) by reporting the actual utilization of certified Subcontractor(s) during the performance of this Agreement. Contractor shall prepare and submit the Report of Utilization of Small/Micro Business and Disabled Veteran Business Enterprise State Funded Contracts Only (ADM-3059) (https://forms.dot.ca.gov/v2Forms/servlet/FormRenderer?frmid=ADM3059), to Caltrans Contract Manager within 60 days from receipt of final payment.

7. DVBE Participation (With Goals)

A. Contractor has complied with the requirements of Public Contract Code Section 10115 et seq. DVBE goals achieved are expressed as a percentage of the estimated dollar value of this Agreement and are identified on the Bidder Declaration (GSPD-05-105), Attachment 2.

A. The following goals are Contractor's commitment set forth in this Agreement based upon the estimated total dollar amount to be expended.*

3% of work for DVBE(s)

*If this Agreement is amended and the additional work can be included in the sub-contracted work, the goals may be amended to reflect this change. A revised Bidder Declaration (GSPD-05-105) must be attached to and made a part of the amended Agreement.

8. Substitutions of DVBEs

DVBE subcontractors shall be used per the California Code of Regulations, Title 2, Section

1896.70 unless a substitution is approved in writing by the DGS, Office of Small Business and Disabled Veteran Business Enterprise (OSDS). A DVBE subcontractor shall be replaced by another DVBE to perform the work originally stated. The substitution shall maintain, at minimum, the level of participation goal stated in the bid.

A. Contractor shall simultaneously notify the DVBE and Caltrans Contract Manager of the intended substitution. The written notice shall contain the reasons for the substitution and be sent by certified mail. Contractor shall submit the following to Caltrans Contract Manager:

1) A copy of the written notice issued to the DVBE with proof of delivery. In the absence of proof of delivery, provide the certified mail receipts.

2) A copy of the DVBE’s consent or opposition to the substitution. In the absence of the consent or opposition, provide the returned and unopened certified mail.

3) The name and supplier number of the business being substituted and the name and supplier number of the proposed replacement. If a DVBE cannot be identified as a replacement, Contractor shall document the absence of DVBEs. This documentation shall include, but is not limited to:

a) Contact the Caltrans Small Business Advocate at smallbusiness.advocate@dot.ca.gov and the Department of Veterans Affairs at advocate@calvet.ca.gov regarding the absence of DVBEs to perform the specific work.

b) Search results from the DGS website for DVBEs to perform the specific work.

c) Communication with a DVBE Community Organization nearest the worksite regarding the absence of DVBEs, if applicable.

d) Documented communication with DVBEs describing the work to be performed, its percentage of the overall contract, the corresponding dollar amount, and their responses to the request.

B. The DVBE shall have up to five (5) business days from the postmark date to consent or oppose the substitution. A copy of the DVBE’s reply shall be sent simultaneously by certified mail to Contractor and Caltrans Contract Manager.

C. When written oppositions to a substitution are filed, Caltrans shall grant the DVBE a hearing. The hearing notice shall be issued within five (5) business days from receipt of the opposition. If Caltrans grants the substitution, continue to D, below.

D. Caltrans Contract Manager shall submit the substitution request to the DGS, OSDS:

4) The request must meet the criteria as specified above or Public Contract Code Section 4107 for Public Works.

5) The substitution request shall be accompanied by the hearing decision, when applicable.

E. The OSDS will respond to substitution requests within three (3) business days. The OSDS shall consent to the substitution of another DVBE, or in the absence of a DVBE in any of the following situations:

6) When the DVBE becomes bankrupt, insolvent, or goes out of business.

7) When the DVBE does not perform as listed in the Bidder Declaration.

8) When the DVBE does not meet the bond requirements of Contractor.

9) When the DVBE’s name is incorrect due to an inadvertent clerical error. In the case of public works contracts, compliance with Public Contract Code Section 4107.5 is required.

10) When the DVBE is not licensed as required by any State of California regulatory agency.

11) When Caltrans, or its duly authorized officer, determines that the DVBE:

a) Did not perform in accordance with the plans and specifications; or,

a) Has delayed or disrupted the progress of the work.

F. The DVBE substitution process shall not be used as an excuse for noncompliance with any provision of law. This includes, but is not limited to, the Subletting and Subcontracting Fair Practices Act (Public Contract Code Section 4100 et seq.) or any Agreement requirements relating to substitution of subcontractors.

G. Contractors who proceed with work pending a substitution decision may be subject to contract termination, recovery of damages under rights, remedies, and penalties. This is outlined in Military and Veterans Code Section 999.9, Public Contract Code Section 10115.10, or Public Contract Code Section 4110 (applies to public works only). Failure to adhere to the DVBE participation in the performance of the Agreement may be cause for Agreement termination and recovery of damages under the rights and remedies due Caltrans.

H. Any DVBE firm acting/working under subcontract must be responsible for providing materials, supplies, equipment, or services and must carry out its responsibility by actually performing, managing, or supervising the work involved that is normal for its business services and functions.

I. Contractor shall maintain records of all subcontracts entered into with DVBE Subcontractors, including records of materials purchased from DVBE suppliers. Such records shall show the name and address of each DVBE Subcontractor or supplier and the total dollar amount paid to each one. Upon completion of the Agreement, a summary of these records shall be prepared and certified correct by Contractor or his authorized representative and the summary shall be furnished to Caltrans Contract Manager.

9. Assumption of Risk and Indemnification Regarding Exposure to Environmental Health Hazards

In addition to, and not a limitation of, Contractor’s indemnification obligations contained elsewhere in this Agreement, Contractor hereby assumes all risks of the consequences of exposure of Contractor’s employees, agents, Subcontractors, Subcontractors’ employees, and any other person, firm, or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, to any and all environmental health hazards, local and otherwise, in connection with the performance of this Agreement.

Such hazards include, but are not limited to, bodily injury and/or death resulting in whole or in part from exposure to infectious agents and/or pathogens of any type, kind, or origin.

Contractor also agrees to take all appropriate safety precautions to prevent any such exposure to Contractor’s employees, agents, Subcontractors, Subcontractors’ employees, and any other person, firm, or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement. Contractor also agrees to indemnify and hold harmless Caltrans, the State of California, and each and all of their officers, agents, and employees, from any and all claims and/or losses accruing or resulting from such exposure.

Except as provided by law, Contractor also agrees that the provisions of this paragraph shall apply regardless of the existence or degree of negligence or fault on the part of Caltrans, the…