EXHIBIT_B.docx

Department of General Services CATIS Aviation Tracking

EXHIBIT B, SPECIAL TERMS AND CONDITIONS

The following terms and conditions apply to all California Department of Forestry and Fire Protection (CAL FIRE) contracts unless identified “if applicable”:

A. CONTRACT PROVISIONS

1. Prompt Payment Upon receipt of a properly submitted, undisputed invoice, State shall pay contractor within forty-five (45) days, or automatically calculate and pay the appropriate late payment penalties as specified in Government Code, Chapter 4.5, section 927. In the event of an emergency, as defined in section 927.11, late payment penalties may not apply. Specific to CAL FIRE, if an invoice from a business under contract with CAL FIRE becomes subject to late payment penalties during the annually declared fire season, then the required payment approval date shall extend 30 calendar days beyond the initial 45-day period.

2. Excise Tax State of California is exempt from federal excise taxes, and no payment will be made for any taxes levied on employees' wages. 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.

3. Forced, Convict, or Indentured Labor – Excluding Public Works For any contract in which a commodity is a significant factor, contractor/grantee certifies that no foreign-made equipment, materials, or supplies furnished to the State under this agreement will be produced in whole or in part by forced, convict, or indentured labor under penal sanction, or abusive forms of child labor or exploitation of children in sweatshop labor. Contractor/grantee agrees to comply with Public Contract Code section 6108. Any contractor/grantee who is contracting with the State and knew or should have known that foreign-made equipment, materials, or supplies furnished to the State were produced in whole or in part by forced, convict, or indentured labor under penal sanction, or abusive forms of child labor or exploitation of children in sweatshop labor when entering into a contract pursuant to the above may be, subject to PCC section 6108 (c) have any or all of the following sanctions imposed: (1) State may void contract; (2) State may assess penalties of $1,000 or 20 percent of the value of the equipment, materials, or supplies, whichever is greater, that State demonstrates were produced by such labor; (3) State may remove contractor from bidder’s lists for a period not to exceed 360 days.

4. Asbestos In the event the contractor who is providing services under a service contract discovers asbestos, contractor shall stop all work immediately and notify the State contract coordinator, construction supervisor and/or project manager. After State has assessed site conditions and extent of asbestos-related work, State shall prepare and award a separate contract to a contractor who is registered and certified for asbestos abatement work. Under both State statute and State regulations found in the California Code of Regulations, a contractor must be certified by State Contractor's License Board and registered with the State Department of Industrial Relations, CAL-OSHA, in order to perform asbestos-related work. Contractor shall resume work under this contract only after the State gives notification to proceed.

5. DVBE Audits If State determines contract is subject to disabled veteran-owned business enterprise requirements, contractor shall comply with Public Contract Code section 10115 et seq. and California Code of Regulations section 1896.60 et seq. Contractor shall make pertinent records available to State for review, shall permit State access to its premises upon reasonable notice during normal business hours for interviewing employees and inspecting records, and shall maintain records for audit purposes for a period of 3 years after final payment under the contract.

6. Potential Subcontractors Nothing contained in this agreement or otherwise, shall create any contractual relation between State and any subcontractors, and no subcontract shall relieve contractor of his responsibilities and obligations hereunder. Contractor agrees to be as fully responsible to State for the acts and omissions of contractor's subcontractors and of persons, either directly or indirectly employed by any of them, as it is for the acts and omissions of persons directly employed by contractor. The 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 payment of any moneys to any subcontractor.

7. 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.

8. Priority Hiring Consideration – Contracts with a Value in Excess of $200,000 If the resulting contract will have a total contract value of $200,000 or more, the contractor is hereby advised that it will be obligated to give priority consideration in filling vacancies in positions funded by the resulting contract 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.

9. Contractor Certification - Copyright Laws for Computer Software - I.T. Agreements Only Contractor certifies that the company has appropriate systems and controls in place to ensure that State funds will not be used in the performance of this contract for the acquisition, operation, or maintenance of computer software in violation of copyright laws.

10. License and Permits The Contractor shall be an individual or firm licensed to do business in California and shall obtain at his/her expense all license(s) and permit(s) required by law for accomplishing any work required in connection with this contract.

If you are a Contractor located within the State of California, a business license from the city/county in which you are headquartered is necessary, however, if you are a corporation, a copy of your incorporation documents/letter from the Secretary of State’s Office can be submitted. If you are a Contractor outside the State of California, you will need to submit to the California Department of Forestry and Fire Protection – Contracts Unit a copy of your business license or incorporation papers for your respective State showing that your company is in good standing in that state.

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