C24864009_Agreement_Sample.pdf

2. The term of this Agreement is:

Sam ple 5

C24864009

C24864009 ple

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)

C24864009

Native Nursery

EXHIBIT A

(Standard Agreement)

Contractor’s Name:

Agreement Number: C24864009

EXHIBIT A, ATTACHMENT I

DETAILED SCOPE OF WORK

1.0 Project Background

Trippet Ranch is located within Topanga State Park, Los Angeles County, along the cliffs and canyons of the Santa Monica Mountains. The park is situated entirely within the City of Los Angeles and considered the world’s largest wildland within the limits of a major city. The unit is bordered on the south by Pacific Palisades and Brentwood, on the west by Topanga Canyon, and on the east by Rustic Canyon. In the 1980s, the Department of Parks and Recreation (DPR) paved the parking lot near the Trippet Ranch entrance, which directed drainage towards the northwest corner of the lot. However, due to the steep canyon slopes surrounding the ranch, runoff and erosion have been ongoing issues. Fire roads uphill of Trippet Ranch channelize runoff into the parking lot, causing erosion downslope and into the headwaters of Topanga Creek. In the early 2000s, an Americans with Disabilities Act (ADA) project made improvements to the parking lot and surrounding picnic area. The ADA work installed drainpipes on the northeast side of the lot; but the outflows were not properly engineered and unable to effectively direct waters, which contributed to greater erosion and the formation of gullies below the parking lot. As a result, the drainage outflows have created severe erosion gullies of up to 15 feet deep and 25 feet wide at the top of the ravine. As planned, the project will upgrade storm water management features in the Trippet Ranch parking lot, and install drainage improvements at the outfall locations, and upslope sources from the hillside and trail systems. The erosion gullies are expected to require some remedial grading and the parking lot shall be redesigned to better support the historic nature of the site.

The purpose of this Agreement is to provide native plantings for the Trippett Ranch Parking Lot Project. Work will involve: (1) transport of DPR supplied native plugs/plants from an off-site facility, (2) upsizing of DPR supplied plugs/plants to larger sized containers, (3) propagation of additional native plants and coast live oak (Quercus agrifolia) seedlings, from DPR supplied seed/acorns, (5) maintenance and monitoring of upsized and propagated native plants, and (6) delivery of native plants to the Project site. The Contractor shall provide all labor, materials, equipment, and subcontractors to coordinate and perform the tasks as detailed below.

2.0 Detailed Scope of Services

Task 1 – Kick Off Meeting

Prior to the onset of work, the State’s Representative, DPR Environmental Scientist, and other DPR staff (as appropriate) shall meet the Contractor on-site at their native nursery to discuss the responsibilities of the contract (e.g., schedule, deliverables). DPR will also provide the Contractor with coast live acorns to propagate the quantities noted in Task 4. All coast live acorns will have successfully passed a float test, and as such, been determined to be viable.

DPR shall provide the Contractor with a minimum 15 percent excess of acorns, so extra propagates will be available as replacement plantings.

Contractor Deliverables

1. One (1) coordination meeting with the DPR before proceeding with other tasks in this

Scope of Work.

DPR Deliverables

1. Between eighty (80) to one-hundred (100) viable coast live oak acorns.

Task 2 - Plant Transport and Upsizing

Approximately 1,700 native plant plugs have been maintained and stored at the Native Plant Nursery at Rancho Sierra Vista in Newbury Park, CA. Plants are currently stored in 2-inch or 3-inch pots, and consist of species including, yerba mansa (Anemopsis californica), California brome grass (Bromus carinatus), blue wild rye (Elymus glaucus), and pitcher sage (Salvia spathacea). The nursery is operated by the Santa Monica Mountains Fund and is an official partner of the National Park Service (NPS). Upon receipt of the Notice to Proceed (NTP), the Contractor shall coordinate with the State’s Representative and NPS nursery regarding the scheduling of pick up and transport of the native plants. Within two (2) weeks following the coordination, the Contractor shall transport the plant plugs from the NPS holding facility to their native plant nursery. Once the plugs have arrived at the Contractor’s nursery, the plants shall be upsized to larger pots or one (1) gallon containers within four (4) weeks after arrival. The upsized plants shall then be maintained as part of Task 5.

Contractor Deliverables

1. One (1) coordination meeting with the DPR and NPS to arrange for transport of native plant plugs.

2. Upsizing of NPS plant plugs to larger containers following delivery to Contractor’s nursery.

DPR Deliverables

1. Native plant plugs stored at the Native Plant Nursery at Rancho Sierra Vista.

Task 3 – Container Plant Propagation

DPR shall provide the Contractor with native seed stock to propagate container plants for the Project. All provided seed will have been collected in spring/summer of 2024 and of sufficient quantities to produce the needed container plant quantities listed in TABLE 1. Should collection fail to acquire the needed amount of seeds for a species, then the DPR will supply alternative seed sources (or possibly cuttings) to meet the total plant quantity outlined in TABLE 1. DPR shall provide the Contractor with a minimum 15 percent excess of native seed, so extra propagates will be available as replacement plantings. All propagates shall be grown in the nursery over a sufficient period of time to allow development of healthy root systems. All plants shall be propagated in either plugs or 1-gallon containers, as denoted in TABLE 1.

Table 1. Container Plant Quantities

Scientific Name Common Name Quantity Type

Achellia millefolium Yarrow 14 1-gal

Bromus carinatus California brome grass 449 1-gal or plug

Diplacus aurantiacus Sticky monkeyflower 10 1-gal

Encelia californica Coast sunflower 17 1-gal Epilobium canum (Zauschneria cana) California fuchsia 33 1-gal

Eriophyllum confertiflorum Golden yarrow 34 1-gal Lonicera subspicata var.

denudate Southern honey suckle 66 1-gal or plug

Muhlenbergia rigens Deer grass 6 1-gal

Rosa californica California rose 72 1-gal or plug

Rubus ursinus California blackberry 80 1-gal or plug Symphoricarpos albus var.

laevigatus Snowberry 69 1-gal or plug

Venegasia carpesiodes Canyon sunflower 138 1-gal or plug

TOTAL 988

Contractor Deliverables

1. Propagation of container plant species in quantities outlined in TABLE 1.

DPR Deliverables

1. Native seed stock for each of the species to be propagated (listed in TABLE 1).

Task 4 – Oak Propagation

As outlined in Task 1, the Contractor will be provided with coast live oak acorns, collected from Trippet Ranch, which have been float tested by DPR to ensure viability. Upon receipt, the Contractor shall examine the health of the acorns and/or complete another test to verify suitability for planting.

Coast live oak acorns shall be grown in the nursery for approximately one (1) year to allow for development of mature root systems. Acorns shall initially be planted in Deepots or 1-gallon containers and transplanted, as needed, into larger Deepots or suitably larger containers to prevent seedlings from becoming root bound. Contractor shall be responsible for proper watering, inspection, and protection of the acorns to ensure healthy growth of the plants.

Contractor Deliverables

1. Propagation of a minimum of 50 coast live oak seedlings, in Deepots or 1-gallon containers, that are healthy and free from pests/disease.

Task 5 – Maintenance and Monitoring

Contractor shall maintain all propagated container plants and oaks from Task 3 and Task 4, as well as all upsized plant plugs from Task 2, until March 1, 2025. During this timeframe, the Contractor shall be responsible for proper watering, protection, and maintenance (e.g., pruning, repotting/upsizing, etc.) to ensure healthy plant growth. Under no circumstances shall any substitution of plant species or materials occur, unless prior written approval is obtained from the State’s Representative. In the event the DPR is not ready to accept the plants at the date specified above, the Contractor shall store/maintain the container plants for a monthly service charge of six percent (6%) of the value of the remaining plant materials.

Contractor shall provide written notifications to the DPR every three (3) months that include:

• Overall survivorship of seedlings (i.e., number of live propagates for each species and number of germinating/established acorns),

• Overall health of emerging seedlings,

• Any disease and/or pest related issues observed, and

• An estimate and summary of the container sizes for all the plants.

Notifications shall be provided via email to the State’s Representative. Should seedling mortality exceed 25 percent, then the Contractor shall include recommendations on how to improve success of the remaining stock.

Up to two (2) on-site nursery visits will be arranged between the Contractor and State’s Representative. These inspections will allow the DPR to evaluate the condition of the seedlings and discuss recommendations on how to improve propagate success and plant health, as needed. Should it be determined after six (6) months that the growth and/or health of the seedlings is failing (such that delivery of the plant target quantities might not be achieved), then the Contractor shall modify maintenance, as agreed, at the Contractor’s expense. Depending on the specific issue, methods such as pruning, spraying, or changing the watering regimen may be employed.

Contractor Deliverables

1. Written notifications (email or .doc format), provided every three (3) months, which outline the survivorship and health status of all propagates, along with corrective measures should mortality exceed 25 percent.

2. Up to two (2) on-site, nursery meetings with the DPR to inspect and discuss the health/growth of propagates.

DPR Deliverables

1. A minimum five (5) day advance notice to the Contractor before a nursery inspection is requested.

Task 6 – Delivery of Native Plants to Project Site

Contractor shall furnish nursery-grown plants with healthy root systems that show no evidence of having been restricted or deformed at any time. The plants shall be well-shaped, healthy vigorous stock free of disease, insects (e.g., Argentine ants), eggs, larvae, and defects such as sun scald, injuries, abrasions, and disfigurement.

Up to three (3) separate delivery days may be needed to transport container plants to Topanga State Park, as planting is scheduled to occur in phases. Contractor shall be responsible for delivery of all plant materials to Trippet Ranch, which is expected to occur by no later than March 1, 2025. DPR will notify the Contractor no less than seven (7) days in advance to schedule transport of the native plants to the park.

During transport, all necessary precautions (e.g., handling, packing, protection) shall be taken to ensure plants arrive on-site in proper condition for successful growth. Contractor shall meet at Trippet Ranch with the State's Representative and other DPR staff, as appropriate, at the scheduled time of plant deliveries. The meetings shall focus on review/inspection of the seedlings and off-loading of the plant materials.

Plants shall be subject to approval or rejection, at the time of delivery, for size, condition, latent defects, and injuries. Rejected plants shall be immediately removed from the site.

Contractor Deliverables

1. Coordination with DPR on scheduling container plant delivery to coincide with start of on-site plantings.

2. Up to three (3) delivery days to transport plant materials on-site to Trippet Ranch, which may involve multiple vehicle trips during a single delivery event.

3. One (1) on-site meeting with the DPR at the time of each native plant delivery (for a maximum of three [3] meetings).

DPR Deliverables

1. A minimum of seven (7) days advance notice prior to scheduling Contractor delivery of container plants to Trippet Ranch.Sam

3.0 Schedule:

Contractor shall complete all work for each deliverable within the timeframes shown in Table 2 below.

Table 2. Deliverable Schedule

Task Deliverable Total Number of Calendar

Days to Complete Deliverable from Written NTP

1 Kick Off Meeting 14 days

2 Plant Transport and Upsizing 45 days

3 Container Plant Propagation 100 days

4 Oak Propagation 60 days

5 Maintenance and Monitoring 330 days

6 Delivery of Native Plants to Project Site 330 days

The Project Schedule shall be verified by the Project Manager and/or the State’s Representative.

Contractor shall complete all Scope of Work within three hundred sixty (360) calendar days from written Notice to Proceed (NTP) for the Agreement.

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BUDGET DETAIL AND PAYMENT PROVISIONS

1. Invoicing and Payment

A. For services satisfactorily rendered, and upon receipt and approval of the final invoice, 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 at the completion of all work.

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)

C24864009

Services Contract Bid Form

EXHIBIT B

(Standard Agreement) of

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BUDGET DETAIL AND PAYMENT PROVISIONS

5 Disabled Veterans Participation Goals

A.

B.

C.

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

C24864009

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

DPR 940B (Rev. 5/2011)(Excel 5/5/2011)

August 16, 2024

Topanga SP

August 16, 2024

State of California - Natural Resources Agency

DEPARTMENT OF PARKS AND RECREATION

SERVICE CONTRACTS BID FORM

DATE

UNIT

PROJECT

Native Nursery Services

BID OPENING

FIRM NAME FAX NO.

ADDRESS CITY/STATE/ZIP CODE

STATUS OF BUSINESS (check appropriate box.)

Individual.

Corporation. State in which incorporated:

Partnership. Full names of partners:

DEPARTMENT OF PARKS AND RECREATION

TITLE

DATE

BIDDER'S PRINTED NAME

LICENSE CLASSIFICATION ARE YOU CLAIMING PREFERENCE AS A SMALL BUSINESS?

NoYes. Small Business Certification No.

THE STATE RESERVES THE RIGHT TO WAIVE ANY IRREGULARITY IN ANY BID OR TO REJECT ANY OR ALL BIDS.

The undersigned hereby proposes to furnish services, materials, or equipment, or to perform all work required in accordance with the bid documents for the foregoing titled project, and such addenda thereto as may be issued prior to bid opening date.

Nondiscrimination Compliance Statement The prospective contractor's signature affixed hereon and dated shall constitute a certification under penalty of perjury under the laws of the State of California that the bidder has, unless exempted, complied with the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Code of Regulations Section 8103.

Disabled Veteran Business Enterprise Participation In accordance with Public Contract Code Section 10115, the Department of Parks and Recreation has established criteria to implement the disabled veteran business enterprise (DVBE) program goal which bidder must meet; provided, however, the DVBE participation requirement is included herein and made part of the bid documents. (See DVBE Notice included in solicitation for details.)

Small Business Preference A five percent preference will be granted to any bidder currently certified by the Department of General Services as a California Small Business. (See Small Business Notice included in solicitation for details.)

Exhibit B, Attachment 1

PHONE NO.

BIDDER'S SIGNATURE (Signature)

FEDERAL EMPLOYER ID NO.

CONTRACT NUMBER

C24864009

The undersigned is duly authorized to submit this bid on behalf of the company.

SAMPLE

EXHIBIT B, ATTACHMENT I

SERVICES CONTRACT BID FORM

TOPANGA STATE PARK

Rehabilitate Trippet Ranch Parking Lot Project Native Nursery Services

Item Number

Estimated Quantity

Unit of Measure

Item Description Unit Price (Price per Unit of Measure)

Total Bid (Estimated Quantity x Unit Price)

Task 1 1 Lump Sum

All labor, equipment, tools, parts, materials, supplies, travels, and incidentals necessary to provide services as described in the Detailed Scope of Work, Task 1.

Task 2 2300 Each All labor, equipment, tools, parts, materials, supplies, travels, and incidentals necessary to provide services as described in the Detailed Scope of Work, Task 2.

Task 3 988 Each All labor, equipment, tools, parts, materials, supplies, travels, and incidentals necessary to provide services as described in the Detailed Scope of Work, Task 3.

Task 4 50 Each All labor, equipment, tools, parts, materials, supplies, travels, and incidentals necessary to provide services as described in the Detailed Scope of Work, Task 4.

Task 5 8 Per Month All labor, equipment, tools, parts, materials, supplies, travels, and incidentals necessary to provide services as described in the Detailed Scope of Work, Task 5.

Task 6 3 Per Day All labor, equipment, tools, parts, materials, supplies, travels, and incidentals necessary to provide services as described in the Detailed Scope of Work, Task 6.

1) The above quantities are estimates only and are given as basis for comparison of bids. No guarantee is made or implied as to the exact quantity that will be needed.

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) Please do not alter, modify, or change this bid proposal sheet. Any alterations, modifications, or changes to this bid proposal sheet will be grounds to reject the bid.

4) Each line item must be bid. Please do not leave any unit price column blank or this bid proposal sheet will be deemed non-responsive.

Bid Total

Bid Total Written Out: _______________________________________________________________

In the event that the revegetation site is not ready to accept all of the plantings by March 1, 2025, the Contractor shall store/maintain the container plants for a monthly service charge of six percent (6%) of the value of the remaining plant materials.

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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. 10/2013)(Excel 10/28/2013)

C24864009

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.

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E. Insurance Companies

F. State Remedies

2. Licenses and Permits

DPR 605S

C24864009 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.SAMPLE

Page: 3 5

3. Disputes

4. Termination for Convenience

5. Force Majeure

6. Forced, Convict, and Indentured Labor

7. Potential Subcontractors

DPR 605S

C24864009

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

Page: 4 5

8.

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

10. Intellectual Property

11. Executive Order N-6-22 Russian Sanction

DPR 605S

C24864009 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.

EXHIBIT D — SERVICES

(Standard Agreement) 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.

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.

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.

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12. Generative Artificial Intelligence Disclosure

DPR 605S

C24864009 of

EXHIBIT D — SERVICES

(Standard Agreement)

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. 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. The State has developed a GenAI Disclosure & Factsheet (STD 1000) to be completed by the Bidder/Offeror. 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. 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.

C23864069_Exhibit A, Attachment I.pdf