HSR26-26_Informal_IFB_Re-Bid__2.pdf

HSR26-26 Re-Bid #2

INFORMAL INVITATION FOR BIDS

Notice to Prospective Bidders

October 23, 2026

You are invited to review and respond to this informal Invitation for Bids (IFB) entitled HSR26-26 Re-Bid #2 Fresno Building Inspection. This Informal IFB is advertised in the California State Contracts Register through Cal eProcure at:

http://www.caleprocure.ca.gov

Please note that you must register with Cal eProcure in order to download IFB packages and any other provided documents from the Cal eProcure website.

Bidders are advised to check the Cal eProcure website for addendums, modifications, and updates to the bid documents. The California High-Speed Rail Authority (Authority and/or State) is not responsible for failure of the prospective bidder to check for any bid document updates, changes, or answers to questions posted on Cal eProcure. Failure to periodically check the website will be at the bidder's sole risk.

In submitting your bid, you must comply with the instructions found herein.

Note that this agreement will include the State of California General Terms and Conditions (GTCs 02/2025) and Contractor Certification Clauses (CCC 04/2017) that may be viewed and downloaded at Internet site:

The contact person for this informal IFB is:

Susie Avalos Mejia California High-Speed Rail Authority

Phone: (916) 908-1127 Email: Susie.Avalos@hsr.ca.gov and contracts@hsr.ca.gov

Please note that no verbal information given will be binding upon the State unless such information is issued in writing as an official addendum.

Susie Avalos Mejia Contract Analyst http://www.caleprocure.ca.gov/

Informal IFB/HSR26-26 Re-Bid #2

TABLE OF CONTENTS

SECTION

BIDDER REQUIREMENTS AND INFORMATION

1. Purpose and Description of Services

2. Bidder Qualifications

3. Schedule of Events

4. Written Questions

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

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

7. Submission of Bid

8. Disposition of Bids

9. Evaluation and Selection

10. Notice of Intent to Award Contract

11. Notice of Contract Award

12. Standard Conditions of Service

13. Required Documents (Awarded Contractor)

14. Informal Bid Incentive(s)

STANDARD AGREEMENT FORM (SAMPLE)

EXHIBIT A – Scope of Work

EXHIBIT B – Budget Detail and Payment Provisions

EXHIBIT C – General Terms and Conditions

EXHIBIT D – Special Terms and Conditions

EXHIBIT E – Additional Provisions

REQUIRED INFORMAL BID DOCUMENTS CHECKLIST

ATTACHMENT 1 – Informal Bid/Bidder Certification Sheet

ATTACHMENT 2 – Cost Sheet

ATTACHMENT 3 – Payee Data Record

ATTACHMENT 4 – Bidder Declaration & Subcontractor/Supplier List

ATTACHMENT 5 – Darfur Contracting Act

ATTACHMENT 6 _ Contractor Certification Clauses

ATTACHMENT 7 – California Disabled Veteran Business Enterprise Participation Requirement and Incentive

ATTACHMENT 8 – Organizational Conflicts of Interest Disclosure Statement

Copy of License – Copy of valid Class A or Class B License issued by the California Department of Consumer Affairs, Contractors State License Board (CSLB)

1. Purpose and Description of Services

A. The awarded contractor will provide services related to Building Inspections, which include all labor, tools, materials, equipment, and supervision; pay all taxes, insurance, bonds, license and permit fees, travel costs, and other costs incidental to the work to perform a full building inspection and repair recommendations at the Central Valley Headquarters. Term: November 1, 2026 or upon contract approval, whichever occurs later, through January 31, 2027. See Exhibit A, Scope of Work, for a complete description of services.

2. Bidder Qualifications

A. The bidder shall possess a valid Class A or Class B contractor license issued by the California Department of Consumer Affairs, Contractors State License Board (CSLB).

All subcontractors that the bidder intends to utilize to perform work under the agreement shall possess all applicable contractor licenses for the work they shall perform under the contract. The bidder’s contractor license number shall be indicated on the Bid/Bidder Certification Sheet (Attachment 1). The names of all subcontractors that the bidder intends to utilize and their contractor license number (if applicable) shall be indicated on the Bidder Declaration & Subcontractor/Supplier List (Attachment 4). All bidder and subcontractor contractor licenses shall be current and active from the time of the bid opening.

B. All subcontractors that the bidder intends to utilize to perform services under this agreement shall possess valid certifications issued by CSLB.

C. If applicable, the bidder’s certification number shall be indicated on the Bid/Bidder Certification Sheet (Attachment 1). The names of all subcontractors that the bidder intends to utilize and their certification number shall be indicated on the Bidder Declaration & Subcontractor/Supplier List (Attachment 4). All bidder and subcontractor certifications shall be current and active from the time of the bid opening.

The remainder of this page is intentionally left blank.

3. Schedule of Events

A. Event Date Time

(1). Informal IFB available to prospective bidders:

Friday, October 23, 2026

N/A

(2). Written questions regarding informal IFB are due by:

(Note: See additional info in Section 4.)

Thursday, October 29, 2026

1:00 pm

(3). Written responses to questions released by: Monday, November 2, 2026

4:00 pm

(4). Final date for informal bid submission:

(Note: See additional info in Section 7.)

Friday, November 6, 2026

2:00 pm

(5). Proposed start date of agreement: November 1, 2026 or upon contract approval, whichever occurs later

N/A

4. Written Questions

A. Submit all written questions via email to Susie.Avalos@hsr.ca.gov no later than the date and time specified in Section 3, Schedule of Events. Written responses to questions will be released by the date and time specified in the Schedule of Events.

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

A. 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. By submitting a bid or proposal, Contractor represents that it is not a target of Economic Sanctions. 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 rejection of the Contractor’s bid/proposal any time prior to contract execution, or, if determined after contract execution, shall be grounds for termination by the State.

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

A. The State of California seeks to realize the potential benefits of GenAI, through the development and deployment of GenAI tools, while balancing the risks of these new technologies.

B. Bidder/ Offeror must notify the State in writing if it: (1) intends to provide GenAI as a deliverable to the State; or (2) intends to utilize GenAI, including from third parties, to complete all or a portion of any deliverable that materially impacts: (i) functionality of a State system, (ii) risk to the State, or (iii) Contract performance. For avoidance of doubt, the term “materially impacts” shall have the meaning set forth in State Administrative Manual (SAM) 4986.2.

mailto:Susie.Avalos@hsr.ca.gov https://www.bing.com/ck/a?!&&p=a8c654d458f64172434e1459118a607616d5f98a0656a1f8d60b14a0af6c7b29JmltdHM9MTY1NjAxODM0NSZpZ3VpZD1mZmQwMTExYy00NWIyLTQ3MDMtODg5Mi0yMzk5MjIxMDVjNTEmaW5zaWQ9NTE2NQ&ptn=3&fclid=3fb5cd13-f338-11ec-9401-126f8b8caa1c&u=a1aHR0cHM6Ly93d3cuZ292LmNhLmdvdi93cC1jb250ZW50L3VwbG9hZHMvMjAyMi8wMy8zLjQuMjItUnVzc2lhLVVrcmFpbmUtRXhlY3V0aXZlLU9yZGVyLnBkZg&ntb=1

C. Failure to report GenAI to the State may result in disqualification. The State reserves the right to seek any and all relief to which it may be entitled as a result of such non-disclosure.

D. Upon notification by a Bidder / Offeror of GenAI as required, 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.

E. Government Code 11549.64 defines “Generative Artificial Intelligence (GenAI)” as an artificial intelligence system that can generate derived synthetic content, including text, images, video, and audio that emulates the structure and characteristics of the system’s training data.

7. Submission of Informal Bid

A. Bids must be submitted via email to Susie.Avalos@hsr.ca.gov or contracts@hsr.ca.gov no later than the date and time specified in Section 3, Schedule of Events.

(1). Quotes submitted must include the following in the subject line of the email:

a. Informal Bid# HSR26-26 Re-Bid #1, Fresno Building Inspection

B. Informal bids must be received by the Authority no later than the date and time specified in Section 3, Schedule of Events. Any informal bid received after the specified due date will not be considered.

C. Informal bids shall include all required bid documents identified in the Required Documents Checklist. Only submit the required bid documents with your bid, not the entire informal IFB package. Bids not including the required bid documents shall be deemed non-responsive. A non-responsive bid is one that does not meet the bid requirements.

D. All documents requiring a signature must bear an original or electronic signature of a person authorized to bind the bidding firm.

E. Informal bids must be submitted for the performance of all the services described herein. Any deviation from the work specifications shall not be considered and shall cause a bid to be rejected.

F. Costs for developing bids in anticipation of award of the agreement are entirely the responsibility of the bidder and shall not be charged to the Authority.

G. An individual who is authorized to bind the bidding company/firm contractually shall sign the Bid/Bidder Certification Sheet (Attachment 1). The signature must indicate the title or position that the individual holds in the firm. An unsigned bid may be rejected.

H. A bidder may modify a bid after its submission by withdrawing its original informal bid and resubmitting a new informal bid prior to the bid submission deadline. Bidder modifications offered in any other manner, oral or written, shall not be considered.

mailto:Susie.Avalos@hsr.ca.gov mailto:contracts@hsr.ca.gov

I. A bidder may withdraw their bid by submitting a written withdrawal request to the Authority, signed by the bidder or an authorized agent. A bidder may thereafter submit a new bid prior to the bid submission deadline. Informal bids may not be withdrawn without cause subsequent to the bid submission deadline.

J. The Authority may modify this informal IFB prior to the date fixed for submission of bids by the issuance of an addendum.

K. Bidders are cautioned not to rely on the Authority during the evaluation to discover and report to the bidder any defects and errors in the submitted documents. Bidders, before submitting their documents, should carefully proofread them for errors and adherence to the Informal IFB requirements.

8. Disposition of Informal Bids

A. All documents submitted in response to this informal bid will become the property of the State of California and may be subject to the California Public Records Act (Government Code section 7920 et seq.). This includes any contact information within the documents, including that of references. Additionally, to the extent that a bidder believes its bid contains trade secret or proprietary information intended to be confidential, it is the bidder’s responsibility to identify and redact such information. A separate redacted copy of the bid must be submitted along with the original unredacted bid, and it will be the bidder’s responsibility to defend any redactions should a requester dispute them under the Public Records Act. In the absence of a pre-redacted bid, the Authority will treat the entire bid as a public record, except for any information the Authority is required to redact under California law.

9. Evaluation and Selection

A. Each informal bid shall be checked for the presence or absence of required information in conformance with the submission requirements of this Informal IFB.

B. The Authority shall put each informal bid through a process of evaluation to determine its responsiveness to the Authority's needs.

C. Pursuant to Public Contract Code section 1103, a bidder may be deemed not responsible, and their bid may be rejected if they have previously been terminated for cause/breach for the same or similar services at the location designated in this informal

IFB.

D. All informal bids may be rejected whenever the Authority determines that the cost is not reasonable or otherwise in the best interest of the Authority. There is no requirement to award an agreement if, in the opinion of the Authority, no informal bids were received containing a reasonable contract price or if there is another business-based reason not to make an award.

E. A bid may be rejected if it is conditional or incomplete. The Authority may reject any or all bids. At the Authority’s sole discretion, it may seek clarification regarding bid documents or information and may waive any immaterial deviation in a bid. The Authority's waiver of immaterial deviation shall in no way modify the informal IFB document or excuse the bidder from full compliance with all requirements if awarded the agreement. The Authority will not waive material deviations in a bid, which include but are not limited to deviations that affect the total price of the bid or give a bidder an advantage over other bidders.

F. A bid may be rejected if it contains any alterations of form or other irregularities of any kind. The Authority does not accept alternate contract language from prospective contractors. Bids with such language shall be considered a counter proposal and shall be rejected. The State’s General Terms and Conditions (GTC) are not negotiable. The GTC may be viewed on the internet at: https://www.dgs.ca.gov/OLS/Resources/Page- Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language

G. The final selection shall be made on the basis of the lowest responsible responsive bid.

In the event there is a tie, each of the tied bidders shall be contacted by the contact person indicated on the cover page of this informal IFB regarding a date and time for a flip of a coin. The bidder whose bid was received first shall make the call. Bidders or their authorized representative(s) are allowed to be present for the flip of the coin.

10. Notice of Intent to Award Contract

A. Upon written request by any bidder via email, regular mail, or personal delivery prior to award of the agreement, the Authority shall email bidders and post in a publicly accessible place a written notice of intent to award the agreement no less than five (5) business days prior to awarding the agreement. All written requests must be submitted to and received by the contact person indicated on the cover page of this informal IFB prior to award of the agreement.

B. Whenever an agreement is awarded under a procedure that provides for competitive bidding, but the agreement is not to be awarded to the lowest bidder, the Authority shall:

(1). Notify the lowest bidder in writing by email, overnight courier, or personal delivery no less than five (5) business days prior to the award of the agreement.

11. Notice of Contract Award

A. The Authority shall email or mail bidding contractors a written notice of contract award.

12. Standard Conditions of Service

A. Following the release of the written notice of contract award, the Authority shall email or mail the awarded contractor a prepared contract for signature that includes a cover letter instructing the awarded contractor on how to proceed. The cover letter may request that additional information and/or required documents be provided by the awarded contractor before the agreement can be fully executed.

B. Services shall be available on the expressed date set by the Authority after all approvals have been obtained and the agreement is fully executed.

https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language

C. All performance under the agreement shall be completed on or before the termination date of the contract.

D. No oral understanding or agreement shall be binding on either party.

13. Required Documents (Awarded Contractor)

A. Prior to approval of the agreement, the awarded contractor shall provide the Authority with all of the following required documents within ten (10) calendar days after the contract has been forwarded to the awarded contractor for signature. If the awarded contractor fails to provide the Authority with all of the following required documents within the above specified number of calendar days after the contract has been forwarded to the awarded contractor for signature, the Authority, at its sole discretion, may deem the awarded contractor as non-responsive and may rescind the contract award:

(1). Contractor Certification Clauses

a. The awarded contractor shall sign and submit to the Authority, page one

(1) of the Contractor Certification Clauses (CCC 04/2017) which can be found on the Internet at: https://www.dgs.ca.gov/OLS/Resources/Page- Content/Office-of-Legal-Services-Resources-List-Folder/Standard- Contract-Language.

(2). Insurance Requirements

a. The awarded contractor shall provide the Authority with all of the following certificate(s) of insurance (Note: The Authority shall not be responsible for any premiums or assessments on insurance policies).

1. Commercial General Liability

A. Coverage shall provide limits of not less than $1 million per occurrence for bodily injury and property damage liability combined. The policy shall include coverage for liabilities arising out of premises operations, independent contractors, products/completed operations, personal and advertising injury, and liability assumed under an insured contract. This insurance shall apply separately to each insured against whom a claim is made, or suit is brought, subject to the Contractor’s limit of liability.

B. The insurance policy shall include the following additional insured endorsement that shall be supplied under a form acceptable to DGS, Office of Risk and Insurance Management (ORIM):

(1). The State of California, its officers, agents, and employees are included as additional insured, but only with respect to work performed for the State of California.

https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language

2. Automobile Liability Insurance

A. By signing this Agreement, the Contractor certifies that the Contractor and any of their employees or subcontractors using a vehicle in the performance of work under this Agreement possess valid automobile liability coverage in accordance with California Vehicle Code Sections 16450 to 16457, inclusive. The Authority reserves the right to request proof at any time.

3. Professional Liability

A. Coverage shall provide limits of not less than $1 million per occurrence and $1 million in the aggregate, covering any damages caused by a negligent error, act, or omission.

B. By signing the agreement, the awarded contractor certifies that the carrier of any professional liability insurance required in the performance of the agreement has knowledge of the awarded contractor’s extension of services to the Authority.

4. Workers’ Compensation

A. Employer liability limits of not less than $1 million are required if the awarded contractor employs any person, in any manner, who is subject to the Workers' Compensation Laws of California. The awarded contractor shall maintain statutory workers' compensation and employer’s liability coverage for all of its employees who will be engaged in the performance of the agreement. If the awarded contractor does not employ any person, in any manner, so as to not become subject to the Workers’ Compensation laws of California, the awarded contractor shall contact the Authority Contract Analyst to request a Workers’ Compensation Exemption Certification form. This form shall be completed by the awarded contractor and submitted to the Authority prior to approval of the agreement.

B. The awarded contractor’s workers compensation insurance policy shall be endorsed with a waiver of subrogation in favor of the State of California in the event the awarded contractor employs any person, in any manner, that is subject to the Workers Compensation Laws of California.

14. Informal Bid Incentive(s)

A. The following incentive is applicable to this informal IFB:

(1). Disabled Veteran Business Enterprise (DVBE) Participation Incentive

a. Per Military and Veterans Code section 999.5, Title 2 CCR 1896.99.100, and Title 2 CCR 1896.99.120, an incentive between three percent (3%) and five percent (5%) is included in this solicitation. The DVBE incentive will be applied during the evaluation process for responsive bids offering DVBE participation.

b. If the prospective Contractor intends to claim the preference, the Contractor must identify the DVBE firm and percentage of bid price by completing Attachment 4 – Bidder Declaration & Subcontractor/Supplier List.

c. See Attachment 7 for DVBE Participation Incentive information (Note:

DVBE Participation Incentive cannot displace a direct award to a California-certified Small Business or a California-certified Micro Business).

DO NOT COMPLETE OR SUBMIT WITH YOUR BID!

SAMPLE

EXHIBIT A

SCOPE OF WORK

1. BACKGROUND AND PURPOSE

A. The California High-Speed Rail Authority is responsible for planning, designing, building, and operating the first high-speed rail system in the state. California high-speed rail will connect the mega-regions of the state, contribute to economic development and a cleaner environment, create jobs, and preserve agricultural and protected lands.

B. The California High-Speed Rail Authority may enter into agreements with private and public entities for design, construction, and operation of high-speed rail trains, including all tasks and segments thereof pursuant to California Public Utilities Code section 185036. Additional authority for a State agency to enter into this Agreement (Agreement) includes Public Contract Code section 10335, et seq.

C. This Agreement is between the California High-Speed Rail Authority (Authority and/or

State), an agency of the State of California, and [Contractor Name], a [form of entity] (Contractor). The Authority and Contractor are collectively referred to herein as the “Parties,” or individually as “Party.” The purpose of this Agreement is for the Contractor to provide services, as described in Section 2, Scope of Work, of this Exhibit A, to the Authority.

D. All inquiries during the term of this Agreement will be directed to the Contract Managers identified below:

AUTHORITY CONTRACTOR

Contract Manager: TBD Contract Manager: TBD Address: TBD

Address: TBD

Phone: TBD Phone: TBD Email: TBD Email: TBD

E. The Contract Managers may be changed without amendment as specified in Exhibit D, Special Terms and Conditions, Section 2, Contract Management, of this Agreement.

2. SCOPE OF WORK

A. The Contractor agrees to provide the California High-Speed Rail Authority (Authority) with services related to Building Inspections, which include all labor, tools, materials, equipment, and supervision; pay all taxes, insurance, bonds, license and permit fees, travel costs, and other costs incidental to the work to perform a full building inspection and repair recommendations at the Central Valley Headquarters for the term of this Agreement.

B. The services shall be performed at: Fresno Office, 1111 H Street, Fresno, CA 93721.

C. Commencement of Work

(1). The Contractor shall commence work under this Agreement on the specified start date provided by the Authority Contract Manager following the execution of this Agreement by the State. The Authority Contract Manager shall provide the Contractor with written notification of the start date prior to the Contractor commencing work under this Agreement.

D. The services shall be performed between 8:00 am and 5:00 pm Monday through Friday, unless prior approval is obtained from the Authority Contract Manager. All work dates and times must be approved by the Authority Contract Manager before work is performed.

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

(1). Scope of Work

a. Responsibilities of the Contractor

1. The contractor shall perform a complete on-site building inspection of the Fresno Office, covering all major systems including but not limited to plumbing, sewer and drainage, electrical, roofing, security, building envelope, HVAC, life-safety, and visible structural components.

2. The contractor shall evaluate each system for condition, functionality, safety, regulatory compliance, and potential risks, documenting all observations in a detailed and professionally prepared report.

3. The contractor shall provide rough order-of-magnitude cost estimates for each recommended repair or improvement to assist the Authority with budgeting and long‑term planning.

4. The contractor shall ensure that all personnel performing the inspection are knowledgeable in applicable federal, state, and local building codes, including current safety, structural, electrical, mechanical, and accessibility standards, and shall apply this expertise when evaluating system conditions and identifying deficiencies.

5. The contractor shall ensure that all inspections are conducted by qualified personnel possessing appropriate certifications, credentials, and expertise relevant to their assigned discipline.

6. The contractor shall respond to questions and requests for clarification from the Authority and participate in one formal review meeting to present and explain inspection findings.

7. The contractor shall comply with all Authority and State rules, facility access requirements, and safety protocols during on-site work activities.

b. Responsibilities of the Authority

1. The Authority shall provide the contractor with reasonable access to all areas of the facility, including mechanical rooms, roof surfaces, secured spaces, and any other areas required to complete the inspection.

2. The Authority shall supply any available building documentation, including floor plans, system schematics, maintenance records, or prior inspection reports, to support the contractor’s assessment.

3. The Authority shall identify a designated point of contact to coordinate scheduling, oversee communication, and facilitate timely exchange of information throughout the inspection period.

4. The Authority shall review draft deliverables in a timely manner and provide consolidated feedback to enable the contractor to produce the final report.

5. The Authority shall advise the contractor of any site-specific requirements, operational constraints, or sensitive areas that may affect inspection timing or procedures.

c. Deliverables

1. The contractor shall submit a comprehensive written inspection report containing narrative descriptions of the condition of each major building system, supported by photographs and detailed explanations of deficiencies.

2. The contractor shall provide a prioritized list of recommendations for corrective actions, identifying items requiring immediate attention, short‑term repairs, or long‑term improvements.

3. The contractor shall include rough order‑of‑magnitude cost estimates for all recommended actions, clearly associated with each deficiency or improvement item.

4. The contractor shall provide a summary section highlighting critical findings or urgent risks that warrant prompt consideration by the Authority.

5. The Contractor shall submit both the draft and final versions of the report according to the agreed-upon schedule.

d. Contract Management

1. The Contractor shall assign a Project Manager who will serve as the primary point of contact for all technical questions, scheduling matters, and contract administration activities.

2. The Project Manager shall ensure that all inspection activities are properly coordinated, completed according to the Scope of Work, and delivered within the established timeline.

3. The Contractor shall maintain regular communication with the Authority’s contract administrator, promptly reporting any issues that could affect schedule, access, or quality of work.

4. The Contractor shall ensure that all project documentation, communications, and report materials are professionally prepared and stored in accordance with Authority guidelines.

5. The Authority will oversee contract compliance and ensure adherence to requirements, contractual terms, and performance expectations throughout the course of the engagement.

e. Schedule

1. The Contractor shall complete all on-site inspection work within the timeframe agreed upon during contract initiation, ensuring timely delivery of services without unnecessary delays.

2. The Contractor shall submit the draft inspection report within ten

(10) business days of completing on-site activities, allowing sufficient time for Authority review and feedback.

3. The Contractor shall deliver the final inspection report within five (5) business days following receipt of the Authority’s comments on the draft report.

4. Any adjustments to schedule or delays encountered during the inspection process shall be immediately communicated to the Authority with proposed mitigation steps.

f. Re-Work

1. The Contractor shall correct, revise, or supplement report materials at no additional cost to the Authority if deliverables are deemed incomplete, inaccurate, or inconsistent with the requirements of the Scope of Work.

2. The Contractor shall promptly address any deficiencies identified by the Authority in draft or final deliverables and resubmit corrected materials within a timeframe agreed upon by both parties.

3. The Contractor shall ensure that all re-work is completed with the same level of thoroughness, accuracy, and professionalism as the original deliverables.

4. The Authority will provide clear guidance regarding required revisions to ensure re-work fully meets the expectations and specifications of the contract.

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

1. Budget Contingency Clause

A. It is mutually agreed that this Agreement shall be of no further force and effect if the Budget Act of the current year and/or any subsequent years, if applicable, covered under this Agreement, does not appropriate sufficient funds for the Work identified in Exhibit A. In this event, the Authority shall have no liability to pay any funds whatsoever to the Contractor or to furnish any other consideration under this Agreement, and the Contractor shall not be obligated to perform any provision of this Agreement.

B. After execution or commencement of this Agreement, if the funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this Project, the Authority shall have the option to either: 1) cancel this Agreement with no further liability occurring to the Authority; or 2) offer an amendment to the Agreement to reflect the reduced amount.

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

2. Invoice and Payment

A. For services satisfactorily rendered in accordance with the terms of this Agreement, and upon receipt and approval of the invoices by the Authority Contract Manager, the Authority agrees to compensate the Contractor for services rendered in accordance with Exhibit B, Attachment 1 – Cost Sheet. The rate shall not exceed the rate identified in Exhibit B, Attachment 1 – Cost Sheet.

B. The Contractor agrees to compensate all subcontractors with the same payment structure.

C. No payment shall be made in advance of services rendered.

D. If requested by the Authority, the Contractor shall provide payroll verification for any individual within thirty (30) days of the Authority’s request.

E. The total amount payable by the Authority for this Agreement shall not exceed the amount on the STD 213. It is understood and agreed that this total is the maximum amount payable to the Contractor and that the actual amount of Work requested by the Authority, and payment, therefor, may be less.

F. The Contractor shall provide one (1) electronic original copy of the invoice for payment.

Invoices shall be submitted no more than monthly in arrears and no later than thirty (30) days after completion of each billing period or upon completion of a task to:

Financial Office California High-Speed Rail Authority

770 L Street, Suite 620 MS 3 Sacramento, CA 95814 accountspayable@hsr.ca.gov

G. The Contractor shall also electronically submit one (1) additional courtesy copy of the invoice and supporting documentation to the Authority’s Contract Manager or designee at the email address identified in Exhibit A, Scope of Work.

H. If requested by the Authority, Contractor shall provide paper copies of the invoice for payment, receipts, and other documentation identified in Section 3, Invoice Content, of this Exhibit B.

I. The date of invoice delivery shall be the date the Authority receives the electronic original copy to the Financial Office at the email address listed in Section F. of this Exhibit B.

3. Invoice Content

A. An invoice shall consist of, but not be limited to, the following:

(1). Agreement number, date prepared, billing period, and service rendered.

(2). The Contractor’s fixed lump-sum fees for service, as identified on Exhibit B, Attachment 1 – Cost Sheet. Each invoice shall list the specific services completed during the billing period and the corresponding flat-rate fee due for the completed service.

(3). Actual, allowable other direct costs, including special equipment if requested by the Authority, miscellaneous costs, and materials.

(4). If applicable, an indication of whether the Contractor is certified as a California

Certified Small Business (SB), Microbusiness (MB), Small Business for the Purpose of Public Works (SB-PW), or Disabled Veteran Business Enterprise (DVBE). Subcontractor and vendor invoices shall also indicate whether a subcontractor or vendor is an SB, MB, SB-PW, or DVBE.

(5). The Contractor shall retain supporting documentation of amounts invoiced for audit purposes available to the Authority upon request. The Contractor shall include appropriate provisions in each of its subcontracts/subagreements to secure adequate supporting documentation to verify all subcontractor services and expenses invoiced for payment under this Agreement.

(6). Subcontractors’ and vendors’ invoices.

mailto:accountspayable@hsr.ca.gov

(7). The Postconsumer-Content Certification Form, CalRecycle Form 74.

(8). The Contractor shall report in its invoice to the Authority on a monthly basis the percentages of recycled products used for reportable purchases under the State Agency Buy Recycled Campaign (SABRC) pursuant to California Public Contract Code sections 12200 through 12217.

4. Prompt Payment Clause

A. Payment will be made in accordance with, and within the time specified in, Government Code section 927, et seq. The date of invoice delivery shall be the date the Authority receives the electronic original at the email address listed in Section 2, Invoice and Payment, Subsection F, of this Exhibit B.

5. Excise Tax

A. The State of California is exempt from federal excise taxes, and no payment will be made for any federal excise taxes levied on the Contractor. The Authority will only pay for any State or local sales or use taxes on the services rendered to the Authority pursuant to this Agreement. For clarification on excise tax exemptions, refer to the State Administrative Manual section 3585.

6. Invoice Disputes

A. Payments shall be made to the Contractor for undisputed invoices. An undisputed invoice is an invoice submitted by the Contractor for services rendered and for which additional evidence is not required to determine its validity. The invoice will be disputed if all deliverables due for the billing period have not been received and approved, if the invoice is inaccurate, or if it does not comply with the terms of the Agreement. If the invoice is disputed, the Contractor will be notified via a Dispute Notification Form, or with other written notification within fifteen (15) Working Days of receipt of the invoice;

the Contractor will be paid the undisputed portion of the invoice.

EXHIBIT C

GENERAL TERMS AND CONDITIONS

GTC 02/2025

Under the California High-Speed Rail Authority’s standardized agreement process, a hardcopy of Exhibit C, GTC 02/2025, is not included in the Agreement but is incorporated herein by reference. As indicated on the STD 213, a copy of Exhibit C can be found at the Department of General Services State Contract Language Page.

If you do not have internet access, or otherwise cannot access the GTC 02/2025, please contact the Contracts and Procurement Branch below to receive a copy:

Contracts and Procurement Branch

(916) 324-1541

770 L Street, Suite 620 MS 7 Sacramento, California 95814 contracts@hsr.ca.gov http://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language http://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language mailto:contracts@hsr.ca.gov

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

1. Term

A. The term of this Agreement is as identified in Section 2 of the Standard Agreement

(STD 213).

2. Contract Management

A. The Contractor’s Contract Manager is responsible for the day-to-day Work status, decisions, and communications with the Authority’s Contract Manager. The Contractor may change its Contract Manager by giving written notice to the Authority, but the Authority reserves the right to approve any substitution of the Contract Manager. This approval shall not be unreasonably withheld.

B. There shall be no change in the Contractor’s Contract Manager or key members of the Contractor’s team, without prior written approval by the Authority’s Contract Manager.

C. The Authority, at its sole discretion, may provide written notice requiring that the Contractor remove or terminate from the Agreement any personnel of the Contractor, subcontractor, or supplier that the Authority deems objectionable.

D. The Authority may change its Contract Manager at any time by giving written notice to the Contractor without an amendment.

3. Subagreements

A. For purposes of this Agreement, subcontractor and subconsultant are used interchangeably, and the provisions of this Agreement that apply to subcontractors/subconsultants apply to subagreements/subcontracts with both subcontractors and subconsultants, at all tiers.

B. Nothing contained in this Agreement or otherwise shall create any contractual relationship between the Authority and any subcontractors, and no subcontract/subagreement shall relieve the Contractor of its responsibilities and obligations under this Agreement. The Contractor agrees to be fully responsible to the Authority for the acts and omissions of its subcontractors, including for persons either directly or indirectly employed by those subcontractors, to the same extent the Contractor is liable for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by the Contractor. The Contractor’s obligation to pay its subcontractor is an independent obligation from the Authority’s obligation to make payment to the Contractor. As a result, the Authority shall have no obligation to pay or enforce the payment of any moneys to any subcontract/subagreement.

C. The Contractor shall perform the Work contemplated with resources available within its own organization, and no portion of the Work shall be subcontracted without written authorization by the Authority’s Contract Manager, except that which is expressly identified in Exhibit B, Attachment 1 – Cost Sheet.

D. Unless specifically noted otherwise, any subcontract/subagreement in excess of $25,000 entered into as a result of this Agreement shall contain all the applicable provisions stipulated in this Agreement.

E. The Contractor shall pay its subcontractors within seven Working Days from receipt of each payment made to the Contractor by the State.

F. Any substitution of subcontractors must be approved in writing by the Authority’s Contract Manager in advance of assigning work to a substitute subcontractor.

4. Confidentiality of Data

A. All financial, statistical, personal, technical, or other data and information relative to the Authority’s operations, which is designated confidential by the Authority and made available to the Contractor in order to carry out this Agreement, shall be protected by the Contractor from unauthorized use and disclosure. The Contractor shall implement appropriate measures designed to ensure the confidentiality and security of all data and information designated confidential by the Authority, protect against any anticipated hazards or threats to the integrity or security of such information, protect against unauthorized access or disclosure of information, and prevent any other action that could result in substantial harm to the Authority, or an individual identified within the data.

B. The Contractor shall protect and maintain the security of data with protection security measures that include maintaining secure environments that are patched and up to date with all appropriate security updates.

C. The Contractor agrees to store all Authority data, including backup data as part of its backup and recovery processes, in encrypted form, using no less than an Advanced Encryption Standard (AES) 128-bit encryption key.

D. Permission to disclose information on one occasion or during a public hearing held by the Authority relating to this Agreement shall not authorize the Contractor to disclose further such information or disseminate the same on any other occasion.

E. The Contractor shall not comment publicly to the press or any other media regarding this Agreement or the Authority’s actions on the same, except to the Authority’s staff, the Contractor’s own personnel, including subcontractors, affiliates, and vendors, involved in the performance of this Agreement, at public hearings, or in response to questions from a Legislative Committee.

F. The Contractor shall not issue any news release or public relations item of any nature whatsoever regarding Work performed or to be performed under this Agreement without prior review of the contents thereof by the Authority and receipt of the Authority’s written permission.

G. The Authority may reasonably request that the Contractor protect the confidentiality of certain data in a specified manner to ensure that confidentiality is maintained. The Contractor has the right to reasonably decline the Authority’s request. In the event that such a request requires the Authority to take steps beyond those otherwise required by this Section 4 in order for the Contractor to comply, the Contractor shall notify the Authority as to the cost of compliance, and the Authority may thereafter, in its sole discretion, direct the Contractor to take such steps.

H. Upon the expiration or earlier termination of this Agreement, Contractor shall (a) destroy all forms of Confidential Information (as defined in Section 5, Confidentiality Clause, Subsection B, below) of the Authority, including any and all copies thereof, and those portions of any documents, memoranda, notes, studies and analyses prepared by the Contractor that contain, incorporate or are derived from such Confidential Information and provide written certification of such destruction to the Authority in a form reasonably acceptable to the Authority, provided that the Contractor have the right to retain one copy of any such Confidential Information for archival purposes, provided such copy shall continue to be maintained on a confidential basis subject to the terms of this Agreement, and (b) Immediately cease use of such Confidential Information as well as any information or materials that contain, incorporate, or are derived from such Confidential Information. This provision may be waived at the Authority’s sole discretion.

I. The confidentiality obligations shall survive termination of this Agreement with the

Contractor for a period of thirty-five (35) years, or for so long as the information remains confidential, whichever is longer, and will inure to the benefit of the Authority and its successors and assigns.

J. Any subcontract/subagreement entered into as a result of this Agreement shall contain the exact text of all of the provisions of this Confidentiality of Data clause, regardless of the dollar amount of the subcontract/subagreement.

5. Confidentiality Clause

A. The terms and conditions of this Agreement and the Work described herein, including communication with third parties, are to be held confidential between the Parties to this Agreement and shall not be disclosed to anyone else, except as shall be necessary to effectuate Agreement terms or comply with State or federal law. Any disclosure in violation of this section shall be deemed a material breach of this Agreement.

B. The Contractor agrees to hold Confidential Information in confidence in accordance with the terms of this Agreement and agrees to use Confidential Information solely in accordance with the terms of this Agreement. “Confidential Information” shall include all non-public business-related information, written or oral, disclosed or made available to the Contractor directly or indirectly, through any means of communication by the Authority or any of its consultants, affiliates, or representatives of the Contractor.

C. The Contractor agrees to require its employees who have access to and/or receive Confidential Information to execute a written agreement requiring the employees to abide by the terms of this Confidentiality Clause, to the extent applicable. Such written agreements shall be made available to the Authority upon request.

D. The Authority reserves the right to request Contractor employees to execute individual confidentiality agreements when necessary (e.g., procurements). The Authority shall have sole discretion as to the form and content of such confidentiality agreements.

E. The Contractor agrees to include all provisions of the Confidentiality Clause in all subcontracts, regardless of the dollar amount of the subcontract, and to enforce the requirements thereof. This provision is intended to inure to the benefit of the Authority and its successors and assigns.

F. All subsections of this Confidentiality Clause shall survive termination of this Agreement with the Contractor for a period of ten (10) years, or for so long as the information remains confidential, whichever is longer, and will inure to the benefit of the Authority and its successors and assigns.

6. Conflict of Interest

A. The Contractor and its employees, and all of its subcontractors and employees, shall comply with the Authority’s Conflict of Interest Code and Organizational Conflict of Interest Policy.

B. The Contractor certifies by execution of this Agreement that the Agreement was not obtained through rebates, kickbacks, or other unlawful considerations either promised or paid to an Authority employee. In addition to any other applicable legal prohibitions, failure to adhere to the certification may be cause for contract termination and recovery of damages under the rights and remedies due the Authority under the default provision of the Agreement.

C. The Contractor may be required to submit an Economic Interest Statement (Fair Political Practices Commission’s Form 700) from each employee or subcontractor whom the Authority’s Legal Office, in consultation with the Authority’s Contract Manager or designee, determines is a designated employee under the Political Reform Act, subject to the requirements and restrictions of the Act. Such determination will be based on the nature of the Work to be performed by the employee or subcontractor. Each employee and subcontractor determined to be a designated employee under the Political Reform Act shall be subject to the same disclosure category or categories applicable to the Authority’s staff who perform the same nature and scope of work as the Contractor.

D. The Contractor shall compile and maintain documentation of compliance with this section as to: (i) all employees or subcontractors required by the Authority’s Legal Office to submit a Fair Political Practices Commission’s Form 700, and (ii) any mitigation requirements resulting from an Organizational Conflict of Interest Determination issued by the Authority’s Legal Office.

E. To the extent that mitigation measures are required as to the Contractor and/or any of its subcontractors, Contractor is required to self-certify annually that all required organizational conflict mitigations are in place and have been enforced.

(1). The Authority Contract Manager for this Agreement is responsible for enforcing and providing oversight related to any required conflict mitigation measures.

https://hsr.ca.gov/business-opportunities/general-info/organiz…