Addendum_One_.pdf

STATE OF CALIFORNIA------- CALIFORNIA STATE TRANSPORTATION AGENCY EDMUND G BROWN Jr., Governor

DEPARTMENT OF TRANSPORTATION

ADMINISTRATION

DIVISION OF PROCUREMENT AND CONTRACTS MS-67

1727 30th STREET

SACRAMENTO, CA 95816-7006

PHONE (916) 227-6098

FAX (916) 227-6138

TTY (800) 735-0193 or (916) 227-2857 INTERNET http://caltrans-opac.ca.gov

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March 29, 2016

ADDENDUM ONE

INVITATION FOR BID (IFB)

IFB NO. 02A1518

Non-Operated (Bare) Tractor Rental Services Your attention is directed to the following information for above-noted Invitation for Bid:

REVISIONS

1. IFB Attachment 1, Bid Proposal Sheet has been revised and is attached to this Addendum One.

Revisions are shown in red. Bidders must complete this Attachment 1, Bid Proposal Sheet Revised 03/29/2016 and submit with their bid packet. Failure to submit this revised bid proposal sheet will result in rejection of bid.

2. IFB Attachment 8, Proposed Form of Agreement has been revised and is attached to this Addendum

One. Revisions are shown in red.

3. The Final Date and Time for Bid Submission has been extended to April 7, 2016 at 2:15 PM.

ALL OTHER TERMS AND CONDITIONS SET FORTH IN THE INVITATION FOR BID REMAIN

IN FULL FORCE AND EFFECT.

REMINDER: Final date for submission of bids is on April 7, 2016.

Sincerely, Rachel Ortegon Rachel Ortegon Contract Analyst

Invitation for Bid IFB Number 02A1518

STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

BID PROPOSAL ATTACHMENT 1

ADM-1412 (REV. 06/2006)

REVISED 03/29/2016

CONTRACTOR’S NAME (Please Print):

ITEM

NO.

ESTIMATED

QUANTITY

(NO. UNITS

OF EQUIP.)

ITEM DESCRIPTION

ESTIMATED

USE/UNIT

UNIT OF

MEASURE

UNIT

PRICE PER

PIECE OF

EQUIP. PER

MONTH

ESTIMATED

MOVES/

UNIT*

UNIT

PRICE PER

MOVE*

SUBTOTAL A

(Estimated Quantity x Unit Price + Estimated

Moves x 8 Moves)

1 4 Agriculture Tractors

12 months (Two Seasons @ 6 months per season).

Each Eight (8) possible moves.

SUBTOTAL B

(Estimated Quantity x Unit Price)

2 4 GPS Tracking Devices

12 months (Two Seasons @ 6 months per season).

Each

(1) THE ABOVE QUANTITIES ARE ESTIMATES ONLY AND ARE GIVEN AS A BASIS FOR COMPARISON OF BIDS.

NO GUARANTEE IS MADE OR IMPLIED AS TO THE EXACT QUANTITY THAT WILL BE NEEDED

TOTAL THIS

PROPOSAL

(Subtotal A + Subtotal B)

(2) IN CASE OF DISCREPANCY BETWEEN THE UNIT PRICE AND THE TOTAL SET FORTH FOR A UNIT BASIS ITEM, THE UNIT PRICE SHALL PREVAIL

(3) ANY ALTERATIONS, MODIFICATIONS OR CHANGES TO THIS BID PROPOSAL SHEET BY THE PROPOSER WILL

BE GROUNDS FOR BID REJECTION.

(4) EACH LINE MUST BE BID. DO NOT LEAVE ANY UNIT PRICE COLUMN BLANK OR THIS BID WILL BE

DISQUALIFIED FROM COMPETITION FOR CONTRACT AWARD.

*ONE MOVE-IN PLUS ONE MOVE-OUT EQUALS ONE MOVE

STATE OF CALIFORNIA Department of Transportation STANDARD AGREEMENT IFB Number 02A1518 STD 213 (Rev 09/01)

ATTACHMENT 8

Proposed Form of Agreement

AGREEMENT NUMBER

02A1518

REGISTRATION NUMBER

1. This Agreement is entered into between the State Agency and the Contractor named below:

STATE AGENCY'S NAME

California Department of Transportation (Caltrans)

CONTRACTOR’S NAME

TBD

2. The term of this 04/01/2016 (estimate) or upon through 11/30/2017 (estimate)

Agreement is: Caltrans approval, whichever is later

3. The maximum amount $TBD of this Agreement is:

4. The parties agree to comply with the terms and conditions of the following exhibits/attachments, which are by this reference made a part of the Agreement.

Exhibit A – Scope of Work 4 Pages Exhibit B – Budget Detail and Payment Provisions 3 Pages Exhibit C* – General Terms and Conditions (Electronic File: GTC 610) Exhibit D - Special Terms and Conditions 5 Pages Exhibit E – Additional Provisions 3 Pages Attachment 1 - Bid Proposal (attached at time of award) 1 Page Attachment 2 - Bidder Declaration Form, GSPD-05-105 (attached at time of award) Attachment 3 - Sample Task Order 1 Page Attachment 4 - Sample Pre-Operation Checklist/Repair Request Form 2 Pages Items shown with an Asterisk (*), are hereby incorporated by reference and made part of this Agreement as if attached hereto. These documents can be viewed at http://www.dgs.ca.gov/ols/Resources/StandardContractLanguage.aspx.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

CONTRACTOR California Department of General Services Use Only CONTRACTOR’S NAME (if other than an individual, state whether a corporation, partnership, etc.)

TBD

BY (Authorized Signature)

DATE SIGNED (Do not type)

PRINTED NAME AND TITLE OF PERSON SIGNING

ADDRESS

STATE OF CALIFORNIA

AGENCY NAME

California Department of Transportation (Caltrans) BY (Authorized Signature)

DATE SIGNED (Do not type)

PRINTED NAME AND TITLE OF PERSON SIGNING Exempt per:

PCC 10295

SCH 136 ADDRESS

Note to Bidders:

The following pages represent a sample of the Agreement that will be awarded, if any, from this IFB. Please review it carefully and present any questions in writing to the contact identified for this IFB.

http://www.dgs.ca.gov/ols/Resources/StandardContractLanguage.aspx

Contractor's Name Agreement Number 02A1518

EXHIBIT A

Highway Equipment Rental - State

SCOPE OF WORK

1. Contractor agrees to provide Non-Operated (Bare) Equipment Rental to the California

Department of Transportation (Caltrans) as described herein:

Contractor shall provide non-operated (bare) rental of agricultural tractors to Caltrans to support peak mowing season of the Caltrans District 2 Mowing Operational Program on an on-call, as-needed basis. The rental of agricultural tractors will be hooked-up to, and shall be compatible with, Caltrans’ bat wing mower units.

2. These rental services shall be utilized in Siskiyou, Modoc, Trinity, Shasta, Lassen, Tehama, Plumas, Butte, and Sierra Counties.

3. This Agreement will commence on (estimated) 04/01/2016 or upon approval by Caltrans, whichever is later and no work shall begin before that time. This Agreement is of no effect unless approved by Caltrans. The Contractor shall not receive payment for work performed prior to approval of the Agreement and before receipt of notice to proceed by the Caltrans Contract Manager (Contract Manager). This Agreement shall expire on (estimated) 11/30/2017.

The services shall be provided during normal working hours, Monday through Friday, except holidays. The parties may amend this agreement as permitted by law.

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

Department of Transportation Contractor:

Section/Unit: Section/Unit:

Contract Manager: Project Manager:

Address: Address:

Business Phone Number Business Phone Number Fax No: Fax No:

Email: Email:

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

A. Contractor to furnish up to four (4) non-operated (bare) agricultural type tractors concurrently during the peak mowing season for a period of six (6) months, from April to September (April 01, 2016 to September 15, 2016, and April 1, 2017 to September 30, 2017, for a total of 12 months over a two year term) on an on-call, as-needed basis. Tractor rental is not guaranteed for the entire peak mowing season.

EXHIBIT A

Highway Equipment Rental - State

B. Task Orders

1) Contractor shall be responsible for providing the requested equipment within 48 hours after notification by the Caltrans Contract Manager or designee.

2) Equipment shall be requested through a written Equipment Rental Request (ERR or Task Order) that shall be emailed by the Caltrans Contract Manager to the Contractor and shall supply the Contractor with a tracking number. The Task Order will state the type and number of units requested and the delivery instructions. Unless otherwise specified on the Task Order (See Attachment 3), equipment shall be delivered by time and dated indicated on Task Order. The Contractor shall reply with confirmation of the request details prior to delivery. The tracking number shall be included on the invoice (See Exhibit B, Section 1 – Invoicing and Payment, Item C.).

3) All Task Orders shall contain the following information:

a. Agreement Number

b. Task Order Number

c. Requester’s Name and Contact Information

d. Dates of Rental

e. Length of Rental (Daily, Weekly, or Monthly)

f. Monthly Rental Rate (or prorated rate in accordance with Section 6. F. below)

g. Location of Service

h. Type of Equipment

i. Number of Units

j. Move In/Move Out Charges, if applicable

k. Caltrans Equipment Manager Approval (signature required)

4) The Task Order term services shall not extend beyond the Agreement end date.

5) Contractor shall respond to each Task Order transmitted by the Caltrans Equipment Manager within the timeline requested on the Task Order. In no case shall the Contractor engage in any solicitation of business that might subject Caltrans to any liability for payment.

6) Caltrans will pay only for rentals issued through Task Orders by the Caltrans Equipment Manager. The Task Order shall include delivery instructions and authorization for the rental. The Contractor shall fully comply with all contract requirements.

7) Task Orders shall not be used to amend this Agreement and the Contractor shall comply with all contract requirements.

C. Contractor shall provide equipment delivery and pick-up (Move-in/Move-out) to and from the work site. Delivery and pick-up charge shall be per move and shall not exceed five (5) hours total time per ERR/Task Order.

6. Special Provisions

A. The rented tractors shall meet the following specifications:

1) Full size tractors with a minimum of 100 horsepower (HP) and maximum of 112 HP.

2) Four wheel drive.

3) The cab shall have two (2) doors with air conditioning, heating and AM/FM Radio.

4) Straight Draw Bar Hitch.

5) PTO Speed 540 RPM.

6) Hydraulic System, three (3) sets of remote valve controls (for batwing mower operation) with four-way float controls.

7) Backup alarm system.

8) Spark arrester on exhaust system.

9) Front counter weights, minimum 500 pounds.

10) Single Tires, two per axle, wheels and tires extended outward on axles for stability, but not more than 96 inches from out of tires. Tires must be filled with water.

11) All Agricultural Tractors shall be equipped with a GPS tracking device. at Caltrans’ request. Contractor shall provide the Contract Manager or Caltrans Equipment Manager and the Caltrans Statewide Equipment Manager access via website to view tracking of rental units remotely.

B. Caltrans shall provide fuel, daily servicing and lubrication.

C. Contractor shall maintain maintenance records on equipment. These records are subject to review by the Caltrans Contract Manager or designee at any time.

D. All equipment shall be three (3) model years old or less. If equipment is more than three (3) model years old, the Contract Manager or his/her designee shall determine the suitability of the equipment for the intended use and his/her decision shall be final as of the date of inspection.

E. Contractor shall provide all scheduled maintenance and repairs. Contractor must respond within 24 hours of notification from Contract Manager or designee that repairs are needed.

If the equipment cannot be repaired in a 48 hour period, the Contractor shall provide another tractor of equal or better quality to be used until the down piece is repaired and returned.

F. Equipment will be rented on the basis of cost: i.e., daily, weekly or monthly. Twenty-four

(24) hours or less will be paid for as one day. Over 24-hours to 48-hours as two days. Four days will equal a week. Three weeks will equal a month. 28-days will also equal one month (four weeks). Payment will be per month of use or on a pro-rated basis.

G. The Contract Manager of designee will average the cost of tractor use per day. Equipment down days will be credited by the cost per day amount. Three to five hours of down time will equal a half day down. Six hours to eight hours down time will equal one down day.

Down days will be deducted from monthly payment.

H. Caltrans shall pay for all tire repairs, if the need for repair occurred during mowing operations. Contractor will repair or replace tires found to be defective or with abnormal wear. If a tire repair becomes an issue, the Contract Manager and Contractor will review issue.

I. If Contractor is located within the District 2 work boundaries, Caltrans crews will pick-up and return the rental tractors. If Contractor is located outside District boundaries, Contractor shall deliver tractors to the Department of Transportation, 1490 George Drive, Redding, CA 96003. Tractors shall be picked-up by the Contractor at the end of the mowing season in October. Upon completion of this Agreement, equipment shall be picked up at the Caltrans Maintenance Station located at 1490 George Drive, Redding, CA 96003.

J. Equipment will be maintained and repaired by the Contractor at its own expense. Caltrans will be required to fuel, lubrication and perform daily servicing. Only wear items noted in the Contractor’s Published Price Book and on the Pre-Operation Checklist/Repair Request, Form DME-0283 (Rev. 6/05), Attachment 4 will be the responsibility of Caltrans. All other wear items will be maintained and provided by the Contractor.

K. Caltrans agrees to return the equipment in good condition, subject to reasonable wear and tear. Caltrans shall not be liable for loss or damages to rental equipment from any cause whatsoever during periods of transportation or during the period the equipment is in the possession of Caltrans, except when loss or damages result from the negligent act or omissions of Caltrans or its officers, employees, or agent.

L. The Contractor assumes all responsibility which may be imposed by law for damage or personal injuries caused by defective equipment rented under this Agreement or by operations of the Contractor or its employees and shall, at its own expense, maintain such as fire, theft, liability or other insurance as it deems necessary for the Contractor’ protection.

M. If the Contractor cannot provide the specific type of equipment listed on the Bid Proposal (Attachment 1), a substitute for the equipment shall be rented to Caltrans at the same bid price. The substitute equipment must be equivalent to the specified equipment.

N. Equipment breakdown constitutes an emergency. The Contractor shall provide a phone number where the Contractor or Contractor’s employee can be reached in the event of an emergency. If a breakdown of equipment occurs, repair or replacement appraisal must be provided within four (4) hours of notification by the Contract Manager or designee. If the Contractor cannot provide repair or replacement within twenty-four (24) hours, Caltrans will rent the equipment from another source and charge the Contractor for additional charges incurred by Caltrans.

O. A minimum maximum of FOUR (4) agricultural type tractor equipment will be rented concurrently. Failure to provide the equipment within the specified time frame may result in Caltrans renting the equipment from another source and charging all additional costs incurred by Caltrans to the Contractor.

P. Caltrans Contract Manager or his/her designee shall determine suitability of the equipment for its intended use, and his/her decision shall be final as of the date of inspection.

Equipment shall not be considered suitable for work if the serial number or other means of identification has been removed.

Q. Contractor’s equipment shall be compliant with California Air Resources Board (CARB) rules for the area/location and the equipment is being used.

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

1. Invoicing and Payment

A. For rental services satisfactorily rendered and approved by the Caltrans Contract Manager, and upon receipt and approval of the invoices, Caltrans agrees to compensate the Contractor in accordance with the Bid Proposal, Attachment 1 and this Exhibit B.

Incomplete or disputed invoices shall be returned to the Contractor, unpaid, for correction.

B. Invoices shall be itemized in accordance with Attachment 1 and shall include the following:

1) Agreement Number

2) Dates of services

3) Location of service

4) Copy of Approved Task Order

5) Tracking Number

6) Specific type of equipment rented

7) Quantity of equipment rented

8) Number of Moves (i.e. Move-in/Move-out)

9) Move-in/Move-out Flat Rate

10) Approved equipment substitute (if applicable)

11) Days, weeks, or months Equipment rented All invoices shall be signed and submitted in triplicate not more frequently than monthly in arrears to:

Department of Transportation Office/Unit Name, MS Number Attention: Contract Manager’s Name Street Address/P.O. Box City, CA Zip Code

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 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 (GC), 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.

3. Prompt Payment Clause Payment will be made in accordance with, and within the time specified in GC, Chapter 4.5, commencing with Section 927.

4. Cost Limitation A. Total amount of this agreement shall not exceed $TBD.

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 the Caltrans Contract Manager or its designee up to the total amount set forth in section 4A, above.

5. Rates The Contractor shall be reimbursed for work performed under this Agreement at the bid rates quoted on the Bid Proposal Form, Attachment 1.

6. Costs Included in Bid Rates 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.

7. Bare Equipment A. HOURLY RATE BASIS – Rental shall be paid for the actual time equipment is used, as shown on Caltrans “Record of Rental Equipment” signed by both State’s and Contractor’s representatives. This form will be the final record of hours worked unless objected to by the Contractor in writing within one day of return of the equipment. No payment will be made for time lost due to unfavorable weather or other conditions not within the control of Caltrans. No payment will be made for time of breakdown or repairs when the down time exceeds 30 minutes. Hourly rates are not to be converted to daily, weekly, or monthly rates.

B. DAILY, WEEKLY, OR MONTHLY RATES – Unless otherwise specified, rental shall be paid for the time the equipment is in possession of the State. As shown on Caltrans “Record of Rental Equipment, rental time starts when the equipment is delivered by the Contractor to the State, and will end when the equipment is returned or released to the Contractor by the State.

C. Rental time shall not be subject to deduction on account of inclement weather or any other condition not under the Contractor’s control. The daily rate, when applicable, shall be allowed for each calendar day (except Saturdays, Sundays, and State legal holidays on which the equipment is not operated). Twenty-four (24) hours or less will be paid for as one day, over 24 hours to 48 hours as two days, etc.

D. Weekly and monthly rates when applicable shall be the weekly or monthly rates prorated according to the number of days the equipment is continuously in the possession of the State.

E. Rental payment shall be subject to deductions on a prorated basis on account of time loss due to breakdown or repair of the specific item of equipment or of the equipment controlling the operation when such equipment is furnished by the same Contractor, provided that the Contractor has been notified of such breakdown and repair or replacement has been requested. Such lost time will be accumulated throughout the rental period and deducted to the nearest full day.

F. CONVERSION OF RATES – Unless otherwise specified the daily rate bid will be converted to a weekly or monthly rate whenever the total rental charge for the period will be reduced thereby, except that the weekly or monthly rate will not be prorated for a rental period of less than one week’s or month’s duration respectively. For the purpose of such conversion, unless otherwise shown, it is agreed that the weekly rates shall be three and one-third (3 1/3) times the daily rates and monthly rates shall be ten (10) times the daily rates or three (3) times the weekly rates. Monthly rates shall not be converted to weekly rates nor shall weekly rates be converted to daily rates.

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 Caltrans Contract Officer, who may consider any written or verbal evidence submitted by the Contractor. The decision of the Contract Officer, issued in writing, shall be the final decision of Caltrans.

B. Neither the pendency of a dispute nor its consideration by the Contract Officer will excuse the 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, the Contractor’s performance is unsatisfactory, the Agreement may be terminated for default. Additionally, the Contractor may be liable to Caltrans for damages including the difference between the Contractor’s original bid price and the actual cost of performing the work by another Contractor. Default is defined as the Contractor failing to perform services required by the Agreement in a satisfactory manner.

B Caltrans reserves the right to terminate this Agreement without cause upon thirty (30) days written notice to the Contractor or immediately in the event of default or material breach by the Contractor.

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 the 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 days notice to Contractor.

3. Agency Liability The 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 agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the State shall, in addition to other remedies provided by law, have the right to annul this Agreement without liability, paying only for the value of the work actually performed, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

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

B. The 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 the State's Contract Manager in advance of assigning work to a substitute subcontractor.

5. Retention of Records/Audits A. For the purpose of determining compliance with GC, Section 8546.7, the 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, FHWA, 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 the 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 the provisions of this article.

6. Laws To Be Observed The Contractor shall keep fully informed of all existing and future state and federal laws and county, and municipal ordinances and regulations which in any manner affect those engaged or employed in the work, the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Contractor shall at all times observe and comply with, and shall cause all agents and employees to observe and comply with all such existing and future laws, ordinances, regulations, orders, and decrees of bodies or tribunals having any jurisdiction or authority over the work. The Contractor shall protect and indemnify the State of California and all officers and employees thereof connected with the work against any claim, injury, or liability arising from or based on the violation of any such law, ordinance, regulation, order, or decree, whether by the Contractor, a subcontractor, or an employee. If any discrepancy or inconsistency is discovered in the plans, drawings, specification, or contract for the work in relation to any such law, ordinance, regulation, order, or decree, the Contractor shall immediately report the same to the contract manager in writing.

7. Specific Statutory Reference Any reference to certain statutes in this Agreement shall not relieve the Contractor from the responsibility of complying with all other statutes applicable to the service, work, or rental to be furnished thereunder.

8. Force Majeure Except for defaults of subcontractors, neither party shall be responsible for delays or failures in performance resulting from acts beyond the control of the offending party. Such acts shall include but shall not be limited to acts of God, fire, flood, earthquake, other natural disaster, nuclear accident, strike, lockout, riot, freight embargo, public regulated utility, or governmental statutes or regulations superimposed after the fact. If a delay or failure in performance by the Contractor arises out of a default of its subcontractor, and if such default of its subcontractor, arises out of causes beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for damages of such delay or failure, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required performance schedule.

9. Equipment Indemnification A. The Contractor shall indemnify Caltrans for any claims against Caltrans for loss or damage to the Contractor’s property or equipment during its use under this Agreement and shall, at the Contractor’s own expense, maintain such fire, theft, liability or other insurance as deemed necessary for this protection. The Contractor assumes all responsibility, which may be imposed by law for property damage or personal injuries caused by equipment furnished under this Agreement or by operations of the Contractor or the Contractor’s employees under this Agreement.

B. Such indemnification obligations by the Contractor shall not apply to any loss or damage caused by the gross negligent or intentional acts of the State or any employee or agent of the State. However, the State is not responsible for loss or damage to rented equipment arising from causes beyond the control of the State, including reasonable wear and tear to any equipment.

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

10. Non-Solicitation The Contractor warrants, by execution of this Agreement, that no person or selling agency has been employed or retained to solicit or secure this contract 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 the 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 contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee.

11. Interfacing With Pedestrian and Vehicular Traffic Pursuant to the authority contained in Section 591 of the Vehicle Code, Caltrans has determined that within such areas as are within the limits of the project and are open to public traffic, the Contractor shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14 and 15 of the Vehicle Code. The Contractor shall take all necessary precautions for safe operations of the Contractor’s equipment and the protection of the public from injury and damage from such property.

12. Operation and Maintenance A. The Contractor shall at its own expense maintain the equipment and its appurtenances in good repair and operative condition and replace any equipment not in good mechanical condition.

B. The State will furnish all fuel and lubricants necessary for the operation of the equipment while being used by the State. The Contractor shall make all repairs including labor, material, parts, and other items at its own expense. The State will not be responsible for wear and tear on the equipment or its appurtenances

C. The equipment is to be operated only by employees of the State while on the job.

13. Ownership When the specifications require the Contractor to be the owner or part owner of each piece of equipment it proposes to furnish under the Agreement, ownership shall be determined by registration certificate when law requires registration. A part owner must be able to show that it has made a substantial payment on the equipment and that the Contractor intends to complete the purchase within a reasonable time.

14. Use Tax A. If the equipment to be rented is in substantially the same form as when it was acquired by the Contractor, and if the Contractor has paid the sales or use tax on the purchase price of the equipment, then the California sales or use tax (Revenue and Taxation Code Sections 6010 and 6023) will not apply to the work to be done under this Agreement.

B. If the equipment is not in substantially the same form as required or if the Contractor has not previously paid sales tax, then said sales tax applies to the equipment rental rate.

C. If use tax applies to this equipment rental Agreement:

1) The bidder shall include the amount of the tax in his/her bid.

2) The tax should be applied only to the portion of the fully operated rental rate that is attributable to the equipment itself.

3) Invoices shall separately itemize the amount of the tax.

4) Invoices shall state the serial number of the Contractor’s seller’s permit or certificate of registration-use tax.

D. In case of doubt concerning the applicability of the tax, the bidder should refer any questions to an office of the State Board of Equalization for determination.

EXHIBIT E

ADDITIONAL PROVISIONS

1. General Provisions Required in all Insurance Policies

A. Deductible: Contractor is responsible for any deductible or self-insured retention contained within the insurance program.

B. Coverage Term: Coverage must be in force for the complete term of this Agreement. If insurance expires during the term of this Agreement, a new certificate must be received by the Caltrans Contract Manager at least ten (10) days prior to the expiration of the insurance. Any new insurance must continue to comply with the original terms of this Agreement 02A1518.

C. Policy Cancellation or Termination and Notice of Non-Renewal: Contractor shall provide, to the Caltrans Contract Manager within five (5) business days, following receipt by Contactor, a copy of any cancellation or non-renewal of insurance required by this Agreement. In the event Contractor fails to keep, in effect at all times, the specified insurance coverage, the State may, in addition to any other remedies it may have, terminate this Agreement upon the occurrence of such event, subject to the provisions of this Agreement.

D. Primary Clause: Any required insurance contained in this Agreement shall be primary, and not excess or contributory, to any other insurance carried by the State.

E. Inadequate Insurance: Inadequate or lack of insurance does not negate the Contractor's obligations under this Agreement.

F. Endorsements: Any required endorsements requested by the State must be physically attached to all requested certificates of insurance and not substituted by referring to such coverage on the certificate of insurance.

G. Insurance Carrier Required Rating: All insurance companies must carry a rating acceptable to the Department of General Services, Office of Risk and Insurance Management (ORIM). If the Contractor is self-insured for a portion or all of its insurance, review of financial information including a letter of credit may be required. Department of General Services, ORIM Website: http://www.dgs.ca.gov/orim/home.aspx

H. Contractor shall include all of its subcontractors as insured's under Contractor's insurance or supply evidence of insurance to the State equal to the policies, coverage’s and limits required of Contractor.

I. The State will not be responsible for any premiums or assessments on the policy.

2. Insurance Requirements A. Commercial General Liability

1) Contractor shall maintain general liability on an occurrence form with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage liability. 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 Agreement.

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. The policy must include:

Caltrans, 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 under this Agreement. The additional insured endorsement must accompany the certificate of insurance.

2) This endorsement must be supplied under form acceptable to the Department of General Services, Office of Risk and Insurance Management.

B. Automobile Liability

Contractor shall maintain motor vehicle liability with limits not less than $1,000,000 combined single limit per accident. Such insurance shall cover liability arising out of a motor vehicle including owned, hired and non-owned motor vehicles. The same additional insured designation and endorsement required for general liability is to be provided for this coverage.

C. Workers’ Compensation and Employer’s Liability

Contractor shall maintain statutory worker's compensation and employer's liability coverage for all its employees who will be engaged in the performance of the Agreement.

Employer's liability limits of $1,000,000 are required. When work is performed on State owned or controlled property the workers' compensation policy shall contain a waiver of subrogation in favor of the State. The waiver of subrogation endorsement shall be provided to the Caltrans’ Contract Manager.

3. Bonds Prior to commencement of work under this Task Order (Attachment 3), the Contractor shall submit a Payment Bond for 100% of the total Task Order price, if the Task Order price exceeds $25,000. The Payment Bond is due prior to the start date of the Task Order. No work may commence without receipt of a valid Payment Bond.

4. Motor Carrier Permit Requirements

A. Contractor must have a valid Motor Carrier Permit(s) (MCP) issued from the Department of Motor Vehicles (DMV) for its services as a Motor Carrier of Property under this Agreement. Contractor shall pay any required fees necessary to obtain and maintain in good standing the required MCP(s).

B. The MCP(s) required for the Contractor's Motor Carriers of Property under Cal. Vehicle Code sections 34601 and 34620 shall be on file with the Contractor for the duration of this Agreement. Upon request of the Caltrans Contract Manager or his/her designee, the Contractor must immediately provide to Caltrans a copy of the required MCP(s).

5. Prohibition of Delinquent Taxpayers Public Contract Code (PCC) Section 10295.4 prohibits the State from entering into an Agreement for goods or services with any taxpayer, whose name appears on either list maintained by the State Board of Equalization or the Franchise Tax Board pursuant to Revenue Taxation Code sections 7063 and 19195, respectively, of the 500 largest tax delinquencies. PCC Section 10295.4 provides no exceptions to these prohibitions.