Attachment_C-_Sample_Agreement,_including_Exhibit_A_(SOW).pdf

Attachment C: Sample Agreement, including Exhibit A (Scope of Work) through Exhibit D

DETAILED SCOPE OF WORK

Pescadero Marsh Exhibit Design and Fabrication Services

1.0 General

The State of California Department of Parks and Recreation (DPR) is seeking a firm to produce outdoor interpretive exhibit panels. This plan is needed to support the Pescadero Marsh Habitat Restoration and Resiliency Project at Pescadero Marsh Natural Preserve (PMNP), which directly serves the DPR mission of preserving the state's extraordinary biological diversity and protecting its most valued natural and cultural resources. The restoration project’s goal is to restore the ecologic processes necessary for a healthy and fully functioning ecosystem.

Contractor agrees to provide outdoor interpretive exhibit panel design and fabrication services to the California Department of Parks and Recreation, Interpretation and Education Division.

Services shall be requested and delivered as follows:

Interpretive Exhibit Panel Design and Fabrication:

1. The design and fabrication of six (6) to eight (8) interpretive exhibit panels to be installed at pre-selected outdoor locations at Pescadero Marsh Natural Preserve.

2. The development of an ADA-remediated digital interpretive trail guide to accompany the exhibit panels to be available in English and Spanish for DPR to upload onto DPR website. Vendor must provide weather-resistant durable housing to hold printed copies of the interpretive trail guide.

1.1 Work to be Performed

The approach throughout the project shall be that the Contractor and DPR Representative shall work in close collaboration in development of a park interpretive project that:

1. Creates a series of interpretive exhibit panels that convey the desired interpretive messages in a relevant and simple manner.

2. Produces thematic, multi-sensory, and graphically appealing exhibit panels consistent with the landscape.

3. Creates interpretive exhibit panels that are sensitive to diverse cultures in the development and presentation of graphics/artwork and the written text.

4. Follows the “California State Parks Accessibility Guidelines, 2015 Edition” esp. for Exhibits pgs. 111-124. See Attachment F.

5. The final deliverables of this project shall be:

a. A series of six (6) to eight (8) interpretive exhibit panels that are of the highest quality construction and standards to withstand the expected high use of park visitors and outdoor elements ready to be installed at pre-selected locations;

b. A digital (pdf) and printed interpretive trail guide that is both ADA remediated and translated from English into Spanish.

c. Provide weather-resistant durable housing to hold interpretive trail guides.

Elizabeth.Essepian Highlight

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1.2 Detailed Deliverables

1.2.1 Task #1: Project Start-Up-14 days

Following the issuance of the Notice to Proceed, Project Start-Up shall commence with a Start-up Meeting consisting of an introduction meeting between DPR key project staff and Contractor’s staff. The meeting shall also review the scope of the work, lines of communication, roles/responsibilities, and project management tools. Project Start-Up shall consist of, but not limited to the following:

A. Start-up Meeting: Following approval of the Agreement and issuance of the written Notice to Proceed, the State Representative and Contractor shall arrange a start-up meeting. The meeting shall review the terms of agreement, scope of work, lines of communication, roles/responsibilities, project management tools, and introduction of key team members of both DPR and Contractor.

B. Project Management Tools

1. Meeting Notes:

Contractor shall be responsible for preparing meeting agenda, notifying participants, document discussions, and distribute meeting notes in Adobe Acrobat PDF format. All notes shall be sequentially numbered and include a header with the name of the Project and Agreement number, time and date of the meeting, attendees and distribution list. The content of the notes shall include:

a. Meeting Agenda

b. Summary of items discussed

c. Agreed upon decision and/or direction

d. Action items with target date to be completed

Contractor shall be responsible for facilitating meetings. An in-person or video/web-based meeting between DPR and Contractor shall follow all submittals. Contractor shall arrange a telephone or video conference call approximately every two (2) weeks to review short-term objectives/milestones, work progress, schedule, coordination, and identify issues and/or action items.

2. Work Schedule

Contractor shall prepare a comprehensive, realistic timeline Work Schedule.

Schedule shall specify start dates, completion dates, and total duration in calendar days for each tasks and sub-tasks. The overall timeline shall not exceed the allotted calendar days per the Agreement. Schedule shall include a DPR review period of fourteen (14) calendar days per submittal as well as all other meetings, workshops and conferences identified in this RFP.

No work shall commence until the State’s Representative has accepted the Work Schedule. Submit Work Schedule in MS Excel or MS Project format. Provide an updated schedule with each milestone submittal.

3. Payment Schedule Contractor shall prepare payment schedules based on the tasks outlined in the various work schedules. The payment amount shall correlate with milestone deliverables in an Excel spreadsheet. Contractor and State’s Representative shall agree on payment schedule prior to the commencement of work.

Contractor shall update payment schedules with every payment request.

C. Task # 1 Deliverables

1. Start-Up Meeting notes

2. Payment Schedule

3. Work Schedule

1.2.2 Task # 2 Site Reconnaissance-14 days

Contractor shall travel to park site to perform site meeting and a site walk-through with DPR staff. Contractor shall map and document existing conditions of site and facility. Contractor shall review DPR provided documents for understanding the intent and constraints prior to visiting the park site.

A. Site Walk-Through

1. Visitation of site and verification of locations where the interpretive exhibit panels shall be installed.

2. Document (photograph/map) the existing site conditions, including but not limited to, dimensions of interpretive panel supports, ingress/egress points, and staging area.

3. Identify issues or concerns as well brief description of design constraints

4. Determination of assistance required from DPR to perform work

B. Site Meeting

1. Review and discuss the site conditions with DPR park staff

2. Review Park Rules and Regulations when working at park site

3. Discuss assistance required from DPR during future site visits (if necessary).

C. Task # 2 Deliverables

1. Reconnaissance Summary Report

2. Summary Report shall include, at a minimum, document existing conditions and discuss design constraints and possible recommendations to ensure the project meets its objectives and intent.

3. Site Meeting Notes

1.2.3 Task #3 Concept Design-45 Days

The Concept Design consists of two components, Schematic Design and Concept Design.

A. Schematic Design is the interface between the written material supplied by DPR, discussion with DPR staff during the project site meeting, and supplemental background research to complete the writing component. It is compilation of graphics, sketches or illustrations and the proposed means to deliver/communicate the overall message as well as how the specific topics/themes/storylines connect. This work shall also present the design style/format for all the interpretive exhibit panels and serve as an preliminary draft for concept design.

The Schematic Studies shall include, at a minimum, the following:

1. Graphic Layout

a. Prepare panel layouts of each interpretive exhibit panel. The graphic layout demonstrate the connection between the topic message and the subject area

b. Panel Text shall demonstrate the connections between the overall message/intent and the individual panels.

i. Prepare draft headers, sub-headers, body text, captions, and identify quotes.

ii. Prepare a list of graphics and images proposed for panels.

c. Site Map - delineate the topic areas and the specific storyline of each panel. Identify location and provide an individual reference number for each panel.

d. Proto-Typical Elements

i. Font Selection

ii. Color Palette

iii. Graphic Elements / Design Style

2. Task # 3 Deliverables: The Schematic Study shall consist of two submittals. The first shall be the completed Schematic Study package followed by a web conference. The second shall be the revised design addressing DPR’s comments/directions.

B. Concept Design shall provide scaled detailed drawings of the design solution presented and accepted in the Schematic Study. All graphic headers, sub-headers, body text, captions, quotes, and labels shall be to scale in each display. All design styles and finishes specified. Drawings shall be suitable for permitting or approval by agencies having jurisdiction over project (e.g. ADA Compliance, etc.).

Concept Design shall include, at a minimum, the following:

1. Site Plan

a. Prepare Site Plan delineating location of each interpretive exhibit panel.

b. Prepare assembly and installation/connection methods and mounting. Specify materials.

2. Interpretive Panel Drawings

a. Prepare graphic panel in approved format, color scheme, type fonts, color palette and graphic design style. Headers and text, secondary text, captions, etc.

shall be the final approved text. Approved layering conventions are incorporated.

Provide full-scale (1x1) electronic files (e.g. ai, pdf).

3. Exhibit Text

a. Verify headers and text, secondary text, captions, etc. are Final Approved Text

4. Maintenance and Operations

a. Prepare maintenance and operation manuals for all specified materials, include at a minimum, Table of Contents, methods of cleaning and maintenance, material safety data (MSD) sheets, and warranties.

5. Task # 3 Deliverable: Concept Design. There shall be two submittals. The first shall be the complete Concept Design package followed by a web conference. The second shall be the revised design addressing DPR’s comments/directions.

1.2.4 Task #4 Final Artwork before Production-45 days

Based on the approved Concept Design, prepare the following documents:

A. Final Artwork for interpretive exhibit panels and other panel elements shall consist of, at a minimum, the following:

1. Layout at 100% of each panel including text, graphic(s), image(s), and artwork, following DPR Graphic Conventions

2. Specifications of all materials, colors, and finishes for each panel

3. Catalog each panel, listing all images including attributes, graphics, and permissions and/or uses rights

4. Final content for digital content

B. Task #4 Deliverables Final Artwork shall contain, at a minimum, the following:

1. Full scale packaged electronic file (.ai and .pdf format) of Final Artwork, including all linked photos, graphics and fonts

2. One (1) set of .pdf electronic file format

1.2.5. Task #5 Fabrication, Language Translation, Delivery, and Project Closeout-45 Days

Contractor shall use Final Drawings of the Design Development package and Final Artwork to direct the fabricate the panels and all other elements and peripheral. Throughout the process, Contractor shall provide to the State’s Representative documentation suitable for review and comment of items in fabrication and/or access to fabrication facilities to review work progress.

A. Fabrication shall include, at a minimum, the following:

1. All panels shall be no less 1/2” thickness

2. All Connector/Fasteners for securing panels

B. Deliverables shall include, at a minimum, the following:

1. All Casework, Artwork, Connector/Fasteners, and all other exhibit elements and peripheral items

2. Securely crate and ship work to park site for installation. Installation to be performed by DPR staff. Contactor shall be responsible for replacing all damaged items during shipping

3. Training shall include, at a minimum, the following:

a. Provide necessary training on cleaning and maintaining panels

b. Provide all tools and list of type of cleaning products recommended and sources for purchasing

c. Provide three (3) Maintenance and Operation Manuals which shall include warranty items, methods of cleaning and maintenance, and material safety data (MSD) sheets if applicable

1.3 Language Translation and ADA Remediation Services

Contractor shall:

1. Trail Map/Guide and Brochure Holder/Housing Contractor shall:

a. Develop an interpretive trail guide to accompany the interpretive exhibit panels.

Interpretive trail guide shall be in English and Spanish, preferably two separate guides.

b. Provide 50 printed copies of interpretive trail guide including trail map for each language (English and Spanish).

c. Provide ADA remediated digital version (pdf) in English and Spanish to be placed on DPR’s webpage.

d. Provide weather-resistant durable housing to hold interpretive trail guide

2. Final Acceptance and Closeout shall include, at a minimum, the following:

a. Final Inspection with State Representative of exhibit to ensure all items are fabricated properly and are ready for use as designed.

b. Contractor to have submitted all Deliverables as describe within “Section 1.2 Detailed Deliverables” and performed training before final payment is issued.

c. Upon issuance of ‘Certificate of Substantial Completion’, Contractor shall submit Final Invoice, DPR Form 489 (Contractor’s Actual SB/MB & DVBE Participation form), and any other item required or listed on punch list.

d. Inspection of interpretive exhibit panels and interpretive trail guide to ensure all items are fabricated properly and are ready for use as designed.

e. Contractor to have submitted all deliverables before final payment has been issued.

f. Inspection

i. Prepare a punch list of items that need adjustment, repair, and/or replacement. Submit to State Representative two (2) days prior to final inspections.

ii. Request Final Inspection with State Representative

iii. State Representative and Contractor to review Punch list on-site

2.0 Project Specifications

1. DPR shall obtain full rights of ownership of deliverables submitted under this agreement.

2. DPR reserves the right to review all phases of the project in progress. The State’s

Representative or designee may travel to the fabrication studio to review work in progress or make other mutually acceptable arrangements if out-of-state travel is not authorized by the DPR's control agency.

3. DPR shall work with the Contractor to provide reasonable access to the site. The

Project is located within a State Park and the hours of access may be subject to change dependent upon other events occurring throughout the park, and due to safety concerns for park visitors. All work within the building must be scheduled in advance through the State’s Representative or designee.

4. Contractor shall protect existing state park facilities, features, and equipment from damage. Any damage to State Park facilities, property, equipment, or features shall be repaired, or replaced to a condition equal to that existing before the beginning of the agreement, to the satisfaction of the State’s Representative and at no expense to the DPR.

5. Contractor shall, within the jurisdiction of the State Park System, conduct work to ensure the least possible obstruction to traffic and inconvenience to the park visitors, general public, and the park residence. Contactor shall protect park resources, persons, and property at all times while working on-site.

6. Contractor, upon entering the park site for whatever reason, is subject to the “Rules and Regulations” for the State Park System, as set forth in Title 14, California Code of Regulations, Division 3, Chapter 1 and 2.

7. Contractor shall provide a one-year guarantee against defects and faults on all aspects of the design, engineering and fabrication. Ordinary wear, weathering, and unusual neglect or abuse will be exempted.

2.1 Interpretive Exhibit Panels:

1. Exhibit Panels shall be constructed with environmentally responsible materials, techniques, and equipment wherever practical.

2. Contractor shall use all new materials in construction, unless other historic or recycled materials are specifically approved by the DPR. In those instances where historic materials are required and approved for use they shall be treated in such a manner that they present no harm to the building or objects.

3. Exhibits, exhibit parts and panels shall be constructed of durable materials and be sturdy enough to last a minimum of fifteen (15) years.

4. Panels shall be warranted against failure or fading by the Contractor for ten (10) years. Ordinary wear, weathering, and unusual neglect or abuse shall be exempted.

5. Outstanding workmanship shall be evident in the fabrication. The completed work shall be clean, safe, presentable, and ready for the intended use.

6. Contractor shall coordinate with DPR the delivery of approved fabricated exhibit panels to be ready for installation. Installation of exhibit panels will be performed by DPR staff.

7. Create exhibit panels that involve more than one sense and address more than one learning modality; that invite exploration, encourage interaction, are accessible, are accurate and are intellectually engaging for a wide range of abilities, ages and backgrounds.

8. Construct exhibit panel elements in a way that allows for necessary on-going maintenance using readily available tools and park staff skills.

9. Produce a written narrative that defines the composition of the overall exhibit, identifying the parameters, influences as well as the intent of the exhibit displays. The written narrative shall clearly detail the exhibit display message, theme, and visitor experience. The written narrative shall be kept at a minimum while still conveying the intended story.

10. Create a thematic experience allowing the visitor to make relevant associations and observations inspiring them to broaden their awareness of the natural and cultural world. Unify interpretive panels with a narrative connected by a theme and set of sub-themes.

11. Create exhibit panels that aesthetically complement and blend with the natural environment.

12. Produce a written content manual; the permanent record of text and sources which lists the text, graphics, and collections that comprise the exhibit and/or display.

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13. Design each interpretive exhibit panel based on the natural landscape, written narrative, budget, and content manual.

14. Create an overall graphic design style appropriate for the project, which includes font types, color palette, structure supports, and background graphics without the use of AI (artificial intelligence) generated graphics.

15. Produce Final Artwork for each interpretive exhibit panel.

16. Produce Working Drawings for fabrication of exhibit display structures and supports.

DPR shall:

1. Provide assistance in the development of the overall message uniting the interpretive exhibit panel, and;

2. Provide assistance in the creation of themes, and storylines for each exhibit display area, and;

3. Provide resources available from the State’s resources that support the themes, storylines, and body text.

2.2 Accessibility:

All interpretive exhibit panels must follow appropriate guidelines under the Americans with Disabilities Act (ADA), California Title 24, and the California State Parks Accessibility Guidelines, and to the greatest degree possible, integrate the principles of universal design to address multiple learning styles and maximize visitor access. Interactive digital displays must also meet ADA standards.

2.3 Artwork, Photography and Illustrations:

1. DPR shall be provided information regarding controlled archives and photographic collections. Contact with, and arrangements for use of DPR facilities shall be the responsibility of the Contractor.

2. All historic photographic images, graphics (e.g., photographs, transparencies, murals, original artwork and/or illustrations), and historic documents when reproduced shall be of the highest quality, either from the original source, or if not available, from a source as close to the original as possible. All images and reproductions must have the State Representative’s approval prior to their usage.

3. Computer generated art files shall be developed using readily available and current software (e.g. Adobe Illustrator).

4. Graphic Facsimiles/FPO Images used during the design process shall be of sufficient quality to allow identification of the content. Reference a copy of the entire graphic image, even if only a portion of the image is used.

5. Facsimiles shall include information regarding the image source, copyright (owner’s contact information) identification, call number or other means of location, and a description of the subject.

6. Areas or exhibits requiring artwork shall be of the highest quality and execution. Artwork generated shall be historically, culturally, naturally and/or scientifically accurate with attention to detail. Artwork should NOT be AI-generated.

All artwork must be submitted for DPR approval prior to fabrication.

7. Model release forms acceptable to the DPR shall be provided for any recognizable person depicted in any of the photographs and audiovisual programs. DPR may waive this requirement for certain historical photographs as approved by the State’s Representative.

8. Any image or media selection that requires a cost to purchase and/or Use Rights/Permissions shall be the responsibility of the Contractor. All images (photographs, artwork, illustrations, etc.) used by Contractor in the development and

Elizabeth.Essepian Highlight production of exhibits for public display by DPR are required to meet the following rights use documentation requirements. Use right documentation will include:

a. Unique name or identifier for the image.

b. Originating source (“Created By” attribution). Source physical address, or full web/html address and date of download.

c. Type of authorized use and starting date (examples):

i. Open source or free (Pre 1926 (copyright not renewed), Federal Government source, or rights provided under an open source license like Collective Commons or GNU Public License, etc.).

ii. One time use (Location, size, format, etc.)

iii. Limited (chronological time period, or limited number of uses (cycles)).

*Note: While DPR may own the physical object, such as a painting, the creator might have retained or restricted a number of use rights.

iv. Obtain full rights release if possible. See form DPR 992B.

v. Unlimited or perpetual right of use:

Scanned or original hardcopy documentation of the rights assignment for each individual image will be provided to the DPR. DPR will review the rights information for each image prior to the production of the Design Development layout and preparation of Final Artwork.

2.4 Final Artwork:

1. Final Artwork shall be produced as CMYK or RGB files at 100% size. All placed images shall be .tiff format and may be placed or embedded in Final Artwork. All images shall be included in a separate Image Resource electronic folder and saved in a resolution no less than 150 dpi at 100%.

2. All fonts may be converted for Final Artwork. A copy of each font used shall be included in a separate Font Resource electronic folder.

2.5 Graphic Conventions:

1. Each completed piece of Final Artwork (whether panel, label or area) shall be saved in a separate, titled, electronic file folder.

a. Each folder shall include the Final Art used for printing.

b. The folder shall be labeled using a consistent convention of [Project Name_Final Artwork file name] (e.g., PescaderoEDF_Panelxxx).

c. All placed images, photos, illustrations, etc., necessary to open the art file shall be placed in a separate folder named [Project name _artwork file name References] (e.g., PescaderoEDF_Panelxxx_References).

d. Nomenclature used for naming layers in artwork files shall be consistent for all artwork files (i.e., the first layer is titled Background, the second layer Photos, the third layer Text, etc.). The naming convention shall be used consistently for all artwork developed.

i. All text, to the greatest extent possible shall be in Bounding Boxes.

ii. All text shall use “Hanging Roman Punctuation”.

iii. Text shall not be hyphenated, and to the greatest extent possible, no segment of type shall include single words (widows) as the last line.

iv. Type, to the greatest extent possible, shall not have a letterspacing below -30, nor above +50.

v. All sentences shall have only one space between the ending period of a sentence and the next sentence.

vi. Text blocks shall be Flush Left, unless otherwise specified.

vii. Text blocks shall not be first line indented, unless otherwise specified.

viii. Text blocks shall be set with minimal line spacing, unless otherwise specified.

ix. Labels shall be sentence cased. First letter, first word capitalized and all others lowercase, except proper names.

x. Credits shall be in the lower right hand corner of photographs, in 6 to 12 point type, depending on photo, and shall consist of the institution or photographer’s name only. For example, credits will not start with (Photo:, Photo by, or Courtesy of.)

xi. Type and or typographic solutions shall not be placed over photographs, unless specifically approved by the State’s Representative.

xii. All typography shall conform to the California State Parks Department Accessibility Guidelines.

3.0 Interpretive Exhibit Panels Pre-Selected Locations (See Attachment E Site Map)

The design and fabrication of the six-eight (6-8) interpretive exhibit panels shall be in six-eight (6-

8) pre-selected outdoor locations-the Central Parking Lot, Butano Trail, Trail at the Lagoon, North Pond Trail and Sequoia Audubon Trail Juncture, and North Pond Trail Overlook.

1. One wayside interpretive panel to be located at northeast corner of central parking lot replacing the current interpretive wayside panel that is currently located there.

2. A panel to be placed at the top of the staircase in the central parking lot.

3. Butano Trail shall consist of one (1) interpretive panel. One wayside panel to be located at the bridge on Butano Trail.

4. Marsh Trail at the Lagoon shall consist of one (1) interpretive panel to be located in between the lagoon and North Marsh.

5. Trail juncture with wooden floorboards where the trail splits to Sequoia Audubon trail and towards the North Pond Trail shall consist of one (1) interpretive panel.

6. North Marsh Overlook shall consist of one interpretive panel with possible attached spotting scope or binoculars.

7. Possible--Turtle Pond (Interp Panel #7-Trail )-questions on placement

8. Possible #8–1 interpretive end of the trail panel–same size as directional panel at stairs, perhaps same graphic with different text.

DPR shall provide the following to the Contractor:

Resources for the Contractor to research to fully develop the themes, storylines, and body text.

4.0 DPR Review:

Once vendor has completed each task, the DPR Representative must be notified in order to review.

1. DPR review period is fourteen (14) calendar days per submittal as well as all other meetings, workshops and conferences identified in this RFP. DPR reserves the right to review all phases of the project in progress.

2. Contractor shall be responsible for billing after each of the listed tasks have been completed and reviewed by DPR for a total of 5 submitted invoices. Invoices shall include contract name and number, billing date, tasks performed. Each invoice must contain itemized and total billed costs.

3. DPR shall obtain full rights of ownership of all deliverables submitted under this agreement.

2. The term of this Agreement is:

New Stamp

Contractor's Name:

Agreement Number:

Page: 1 of 1

SCOPE OF WORK

1. Contractor agrees to provide to the Department of Parks and Recreation (DPR) services as described herein:

2. The services shall be performed at:

3. The services shall be provided during:

4. The project representatives during the term of this Agreement will be:

State Agency: Contractor:

Section/Unit: Section/Unit:

Attention: Attention:

Address: Address:

City/State/Zip Code: City/State/Zip Code:

Phone: Phone:

Fax: Fax:

E-mail Address: E-mail Address:

DPR 603 (Rev. 2/2011)(Excel 2/10/2011)

Department of Parks and Recreation

EXHIBIT A

(Standard Agreement)

Page: 1 2

BUDGET DETAIL AND PAYMENT PROVISIONS

1. Invoicing and Payment

A. For services satisfactorily rendered, and upon receipt and approval of the invoices, the State agrees to compensate the Contractor for actual expenditures incurred in accordance with the rates specified in

, marked Exhibit B, Attachment 1, which is attached hereto and made a part of this Agreement.

B. Invoices shall include the Agreement Number and shall be submitted in triplicate not more frequently than monthly in arrears to:

2. Budget Contingency Clause

A. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years 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 Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement.

B. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer an agreement amendment to Contractor to reflect the reduced amount.

3. Prompt Payment Clause

Payment will be made in accordance with, and within the time specified in, Government Code Chapter 4.5, commencing with Section 927.

4. Timely Submission of Final Invoice

A. A final undisputed invoice shall be submitted for payment no more than ninety (90) calendar days following expiration or termination date of this Agreement, unless a later or alternate deadline is agreed to in writing by the project representative. Said invoice should be clearly marked "Final Invoice," thus indicating that all payment obligations of the State under this Agreement have ceased and that no further payments are due or outstanding.

B. The State may, at its discretion, choose not to honor any delinquent final invoice if the Contractor fails to obtain prior written State approval of an alternate final invoice submission deadline. Written State approval shall be sought from the project representative prior to the expiration or termination date of this Agreement.

DPR 604 (Rev. 12/2021)(Excel 12/28/2021)

EXHIBIT B

(Standard Agreement) of

Page: 2 2

BUDGET DETAIL AND PAYMENT PROVISIONS

5 Disabled Veterans Participation Goals

A.

B.

C.

DPR 604 (Rev. 12/2021)(Excel 12/28/2021)

Upon completion of an awarded contract in which a commitment to achieve a DVBE goal was made, the prime contractor that entered into a subcontract with a DVBE is required to complete and submit form STD.

817 within 60 days to certify payment information to the awarding department, in accordance with Military and Veterans Code (M&VC) Section 999.5.

For contracts awarded on or after January 1, 2021, pursuant to M&VC Section 999.7, the State shall withhold ten thousand dollars ($10,000) from the final payment, or the full final payment if less than ten thousand dollars ($10,000), until the prime contractor complies with the certification requirements of M&VC Section

999.5. Prime contractors that fail to comply with the certification requirements shall be given notice and allowed to cure the defect. If after 15 calendar days but not more than 30 calendar days from the date of the notice, the prime contractor fails to comply with the certification requirements, the State shall permanently deduct ten thoursand dollars ($10,000) from the final payment, or the full payment if less than ten thousand dollars ($10,000). The withholding applies to all contracts with a DVBE subcontractor.

Notwithstanding any other law, an awarding department shall not withhold more than the amount specified on the final payment of any disabled veteran business enterprise contract for the purposes of ensuring compliance with the certification requirements of M&VC 999.5.

EXHIBIT B

(Standard Agreement) of

Page: 1 5

SPECIAL TERMS AND CONDITIONS

1. Insurance Requirements

A. Policy

B. Coverage (Additional coverage beyond the following, when required, shall be identified through an attachment to this exhibit.)

C. Endorsements (The following must appear on the Endorsement Page.)

D. Contractor’s Additional Responsibilities

DPR 605S (Rev. 7/2024)(Excel 7/24/2024)

EXHIBIT D — SERVICES

(Standard Agreement) of

When Contractor submits a signed agreement to State, Contractor shall furnish to State a Certificate(s) of Insurance and endorsements in compliance with the following requirements:

Additional Insured: That the State of California, its officers, agents, employees and servants are included as additional insured, but only insofar as the operations under this agreement are concerned. The endorsements are to be provided for the general liability and motor vehicle liability policies.

Waiver of Subrogation: When work is performed on State-owned or controlled property the Workers' Compensation and Employers' Liability policy shall be endorsed with a waiver of subrogation endorsement in favor of the State. This endorsement shall also be provided.

The Certificate of Insurance shall: (a) be in a form acceptable to State; (b) be written by an insurer acceptable to State; (c) be maintained at Contractor’s sole expense; (d) be in full force for the complete term of the agreement; (e) be primary, and not in excess to any insurance carried by State; (f) be furnished to State within fifteen (15) days, upon request.

General Liability Insurance: Contractor shall procure commercial general liability insurance covering liability arising out of premises operations, products/completed operations, independent contractors, personal/advertising injury and liability assumed under an insured contract with limits not less than $1,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products/completed operations aggregate. Said policy shall apply separately to each insured against whom any claim is made or suit is brought subject to Contractor’s limits of liability.

Motor Vehicle Liability Insurance: Contractor shall maintain motor vehicle liability insurance with limits not less than $1,000,000 combined single limit each accident. Such insurance shall cover liability arising out of an accident involving a motor vehicle in use by Contractor, including, but not limited to, Contractor owned, hired, and non-owned motor vehicles.

Worker’s Compensation and Employer’s Liability Insurance: Contractor shall maintain statutory worker’s compensation and employer’s liability insurance for all of Contractor’s employees who will be engaged in the performance of work on the property, including special coverage extensions where applicable.

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

Contractor shall notify the State within ten (10) days of contractor receiving a notice of cancellation or non-renewal of insurance policies required in this agreement.

Page: 2 5

E. Insurance Companies

F. State Remedies

2. Licenses and Permits

DPR 605S (Rev. 7/2024) of

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

If Contractor is located within the State of California, a business license from the city/county in which it is headquartered is necessary; however, if Contractor is a corporation, a copy of the incorporation documents/letter from the Secretary of State’s Office can be submitted. If Contractor is located outside the State of California, Contractor shall submit to State a copy of the business license or incorporation papers for the respective state showing that the company is in good standing within that state.

In the event, any license(s) and/or permit(s) expire at any time during the term of this agreement, Contractor agrees to provide State with a copy of the renewed license(s) and/or permit(s) within 30 days following the expiration date. In the event Contractor fails to keep in effect at all times all required license(s) and permit(s), State may, in addition to any other remedies it may have, terminate this agreement upon occurrence of such event.

EXHIBIT D — SERVICES

(Standard Agreement)

Contractor shall ensure that all subcontractors procure insurance meeting the requirements of these provisions.

Upon State’s request, Contractor shall provide copies of its Worker’s Compensation and Employer’s Liability Insurance.

Concurrent with the execution of this agreement, Contractor shall provide to State evidence that the insurance required to be carried by these provisions, including any endorsement affecting the additional insured status, is in full force and effect and that premiums therefore have been paid. At State’s discretion, such evidence shall be the appropriate ACORD Form (Certificate of Insurance) or a certified copy of the original policy, including all endorsements.

Upon notification by State of receipt of a notice of cancellation, expiration, or any reduction in coverage, or if the insurer commences proceeding or has proceeding commenced against it, indicating the insurer is insolvent, Contractor shall provide to State evidence of replacement policy at least ten (10) working days prior to the effective date of such cancellation, expiration, or reduction in coverage.

Insurance companies issuing any of the policies required by these provisions shall have a rating classification of “A-” or better and a financial size category rating of “vii” or better according to the latest edition of the A.M. Best Key Rating Guide. Any other rating classification requires State approval.

All insurance companies issuing any of the policies required by these provisions shall be licensed to do business in the State of California.

Should Contractor fail to keep the insurance required to be carried by these provisions in full force and effect at all times, State may in addition to any other remedies State has, terminate this agreement immediately and all payments due or that become due will be withheld until notice is received by State that such insurance has been restored or replaced to full force and effect and that the premiums therefore have been paid to cover a period of time satisfactory to State.

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3. Disputes

4. Termination for Convenience

5. Force Majeure

6. Forced, Convict, and Indentured Labor

7. Potential Subcontractors

DPR 605S (Rev. 7/2024)

EXHIBIT D — SERVICES

(Standard Agreement) of

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 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 Contractor and subcontractor, and without the fault or negligence of either of them, Contractor shall not be liable for damages of such delay or failure, unless the supplies or services to be furnished by subcontractor were obtainable from other sources in sufficient time to permit Contractor to meet the required performance schedule.

Unless otherwise provided in this agreement, any dispute concerning a question of fact arising under this agreement which cannot be resolved informally shall be decided by the following two-step procedures.

Contractor must provide written notice of the particulars of such disputes to the Project Manager or his/her duly appointed representative. The Project Manager must respond in writing within ten (10) working days of receipt of the written notice of dispute. Should Contractor disagree with the Project Manager’s decision, Contractor may appeal to the second level. Pending the decision on appeal, Contractor shall proceed diligently with the performance of this agreement in accordance with the Project Manager’s decision. The second level appeal must indicate why the Project Manager’s decision is unacceptable, attaching to it Contractor’s original statement of the dispute with supporting documents, along with a copy of the Project Manager’s response. The second level appeal shall be sent to the Deputy Director of Administrative Services or his/her duly appointed representative.

The second level appeal must be filed within fifteen (15) working days of receipt of the Project Manager’s decision. Failure to submit an appeal within the period specified shall constitute a waiver of all such right to an adjustment of this agreement. The Deputy Director or designee shall meet with Contractor to review the issues raised. A written decision signed by the Deputy Director or designee shall be returned to Contractor within fifteen

(15) working days of the receipt of the appeal.

State reserves the right to terminate this agreement subject to 30 days written notice to Contractor. Contractor may submit a written request to terminate this agreement only if State should substantially fail to perform its responsibilities as provided herein.

No foreign-made equipment, materials, or supplies furnished to State pursuant to this agreement may be produced in whole or in part by forced labor, convict labor, or indentured labor. By submitting a bid to State or accepting a purchase order, Contractor agrees to comply with this provision of this agreement.

Nothing contained in this agreement or otherwise, shall create any contractual relation between State and any subcontractors, and no subcontract shall relieve Contractor of its responsibilities and obligations hereunder.

Contractor agrees to be as fully responsible to 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

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7. Potential Subcontractors (CONTINUED)

8.

9. Priority Hiring Considerations for Contracts with a Value of $200,000

10. Intellectual Property

11. Generative Artificial Intelligence

DPR 605S (Rev. 7/2024) of

Excise Tax (Solely applicable to certain specified goods or articles manufactured or produced in the Philippines for domestic sale or consumption or for any other disposition and to things imported in to the Philippines.)

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

If the resulting agreement will have a total value of $200,000 or more, Contractor is hereby advised that it will be obligated to give priority consideration in filling vacancies in positions funded by the resulting agreement to qualified recipients of aid under Welfare and Institutions Code Section 11200. This requirement shall not interfere with or require a violation of a collective bargaining agreement, a federal affirmative action obligation for hiring disabled veterans of the Vietnam era, or nondiscrimination compliance laws of California and does not require the employment of unqualified recipients of aid.

directly employed by Contractor. Contractor's obligation to pay its subcontractors is an independent obligation from State's obligation to make payments to Contractor. As a result, State shall have no obligation to pay or to enforce the payment of any moneys to any subcontractor.

EXHIBIT D — SERVICES

(Standard Agreement)

Any works developed during and/or pursuant to this agreement by Contractor, including all related copyrights and other proprietary rights therein, as may now exist and/or which hereafter come into existence, shall belong to State upon creation, and shall continue in State’s exclusive ownership upon termination of this agreement. Contractor further intends and agrees to assign to State all right, title and interest in and to such materials as well as all related copyrights and other proprietary rights therein.

Contractor agrees to cooperate with State and to execute any document or documents that may be found to be necessary to give the foregoing provisions full force and effect, including but not limited to, an assignment of copyright.

Contractor agrees not to incorporate into or make the works developed, dependent upon any original works of authorship or Intellectual Property Rights of third parties without first (a) obtaining State’s prior written permission, and

(b) granting to or obtaining for State a nonexclusive, royalty-free, paid-up, irrevocable, perpetual, world-wide license, to use, reproduce, sell, modify, publicly and privately display and distribute, for any purpose whatsoever, any such prior works.

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

At the direction of the State, Contractor shall discontinue the use of any new or previously undisclosed GenAI technology that materially impacts functionality, risk or contract performance, until use of such GenAI technology has been approved by the State.

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11. Generative Artificial Intelligence (CONTINUED)

12. Executive Order N-6-22 – Russia Sanctions

DPR 605S (Rev. 7/2024) of

EXHIBIT D — SERVICES

(Standard Agreement)

Failure to disclose GenAI use to the State and submit the GenAI Reporting and Factsheet (STD 1000) may be considered a breach of the contract by the State at its sole discretion and the State may consider such failure to disclose GenAI and/or failure to submit the GenAI Reporting and Factsheet (STD 1000) as grounds for the immediate termination of the contract. The State is entitled to seek any and all relief to which it may be entitled to as a result of such non-disclosure.

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

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.