HSR26-81_Attachment_C_General_Provisions.pdf

General Provisions

Attachment C: General Provisions

1. DEFINITIONS: The following terms shall be given the meaning shown, unless context requires otherwise or a unique meaning is otherwise specified.

a. “Authority” means the California High-Speed Rail Authority.

b. "Business Entity" means any individual, business, partnership, joint venture, corporation, S-corporation, limited liability corporation, limited liability partnership, sole proprietorship, joint stock company, consortium, or other private legal entity recognized by statute.

c. "Contract" means this Contract or agreement (including any purchase order(s)), by whatever name known or in whatever format used.

d. "Contractor" means the Business Entity with whom the Authority enters into this Contract. Contractor shall be synonymous with "supplier," "vendor," or other similar terms.

e. “Final Acceptance” means all of the following have occurred:

i. All punch list items shall have been completed to the satisfaction of the Authority;

ii. The Contractor has delivered to the Authority a certification representing that there are no outstanding claims of the Contractor or claims, liens, or stop notices of any Subcontractor or laborer with respect to the Work, other than any previously submitted unresolved claims of the Contractor and any claims, liens, or stop notices of a Subcontractor or laborer being contested by the Contractor (in which event the certification shall include a list of all such matters with such detail as is requested by the Authority and, with respect to all Subcontractor and laborer claims, liens and stop notices, shall include a representation by the Contractor that it is diligently and in good faith contesting such matters by appropriate legal proceedings, which shall operate to prevent the enforcement or collection of the same). For purposes of such certificate, the term “claim” shall include all matters of fact which may give rise to a claim;

iii. The Authority has received and accepted all design documents record documents, as-built schedule, surveys, test data, training, operations, maintenance documents and manuals, and other deliverables required under the Contract Documents;

iv. All of the Contractor's obligations under the Contract Documents (other than obligations which, by their nature are required to be performed after Final Acceptance) have been satisfied in full or waived in writing by the Authority; and

v. The Contractor has delivered to the Authority a Notice of Completion for the Project in recordable form and meeting all statutory requirements.

f. “Parties” or “Party” means the Authority and Contractor as collectively referred to herein as the “Parties,” or individually as “Party.”

g. “Work” means all tasks required under the Contract.

2. SCOPE OF WORK:

This agreement between the California High-Speed Rail Authority (Authority and/or State), an agency of the State of California and __________________, _____________ as identified as a qualified firm for the Multiple Award Task Order Contracts (MATOC) to support the Authority’s construction efforts.

This Contract is a public works contract as defined by Public Contract Code § 1101 and § 7103 and the Work includes a broad range of repair and minor construction activities within Madera, Merced, Fresno, Kern, Kings, and Tulare counties. Specific Work is stated more fully in the Statement of Work and awarded Task Orders.

2.1 TASK ORDERS

Work shall be performed under the Contract upon issuance of Task Orders (Task Orders and/or TOs), which will vary in size and dollar amounts. Each TO shall reflect the scope of the work, fee, time schedule for completion, period of performance, and TO specific requirements that pertain to that project task.

2.1.1. The Authority will award individual TOs to the Contractor, as a pre-qualified repair and construction contractor, through the Task Order Proposal Request (TOPR) process, which seeks proposals from qualified Contractors with the capacity and experience to perform specific scopes of work.

2.1.2 The Contractor, when submitting on potential Task Order work through a

TOPR, or other process, is prohibited from discussing and/or coordinating with other MATOC contractors regarding respective responses. Any fraud, collusion, or corruption of any nature related to potential Task Order work is expressly prohibited and shall constitute a breach of the Contract.

3. CONTRACT FORMATION:

a. This Contract results from the MATOC qualification process, and the proposal offered in response to the solicitation conducted pursuant to the authority established in Section 185036 of the Public Utilities Code (PUC). The Contract applies to all services, Work and/or purchases.

b. It is expressly understood and agreed by the Parties that this is not an exclusive agreement. Nothing in this Contract shall be construed as creating any exclusive arrangement with Contractor or as prohibit the Authority from either acquiring similar, equal, or like goods and/or services or from executing additional contracts with other entities or sources.

c. Notice to Proceed - The Authority will issue a Notice to Proceed (NTP) to the Contractor to commence work after the execution of the Contract by both Parties and award of a Task Order for specific Work. Contractor may not commence performance until such approval has been obtained by the Authority’s Contract Manager.

4. COMPLETE INTEGRATION:

This Contract, including any documents incorporated herein by express reference, is intended to be a complete integration and there are no prior or contemporaneous different or additional agreements pertaining to the subject matter of the Contract.

5. SEVERABILITY:

Contractor and the Authority agree that if any provision of this Contract is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the Contract shall remain in full force and effect.

Either party having knowledge of such term or provision shall promptly inform the other of the presumed non-applicability of such provision.

6. INDEPENDENT CONTRACTOR:

Contractor and the agents and employees of Contractor, in the performance of this Contract, shall act in an independent capacity and not as officers or employees or agents of the Authority.

7. APPLICABLE LAW:

This Contract shall be governed by and shall be interpreted in accordance with the laws of the State of California; venue of any action brought with regard to this Contract shall be in Sacramento County, Sacramento, California.

8. COMPLIANCE WITH STATUTES AND REGULATIONS:

Contractor warrants and certifies that in the performance of this Contract, it will comply with all applicable statutes, rules, regulations and orders of the United States and the State of California and agrees to indemnify the Authority and the State against any loss, cost, damage or liability by reason of Contractor's violation of this provision.

9. CONTRACT ADMINISTRATION:

Both the Authority and Contractor have assigned Contract Managers as the single point of contact for problem resolution and contract issues.

Authority Contract Manager Contractor Contract Manager

Emily Morrison TBD

MATOC@hsr.ca.gov TBD

770 L Street, Suite 620 Sacramento, CA 95814

TBD

10. CONTRACTOR'S POWER AND AUTHORITY:

Contractor warrants that it has full power and authority to grant the rights herein granted and will hold the Authority harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, Contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the Authority under this Contract.

a. The Authority will notify Contractor of any such claim in writing and tender the defense thereof within a reasonable time.

mailto:MATOC@hsr.ca.gov

b. Contractor shall be responsible for work and for persons or entities engaged in work, including but not limited to subcontractors, suppliers and providers of services. Contractor shall give attention to fulfillment of the Contract. The Authority will not mediate disputes between Contractor and any other entity concerning Contractor’s obligations under the Contract.

11. ASSIGNMENT:

This Contract is not assignable by Contractor, either in whole or in part, without the consent of the Authority in the form of an approved written amendment to this Contract. Upon receipt of official documentation justifying an assignment (e.g., certified filing from the California Secretary of State, sales agreement signed by both Parties, Notice of Assignment signed by both Parties), the Authority may process a formal written amendment to assign this Contract. Contractor must continue to provide all services required under this Contract prior to execution of a written amendment to this Contract for an assignment. Invoices for delivered services prior to execution of a written amendment to this Contract for an assignment must be submitted under the assigning Contractor’s name as currently specified in this Contract in order to be paid.

12. WAIVER OF RIGHTS:

Any action or inaction by the Authority or the failure of the Authority on any occasion, to enforce any right or provision of the Contract, shall not be construed to be a waiver by the Authority of its rights hereunder and shall not prevent the Authority from enforcing such provision or right on any future occasion. The rights and remedies of the Authority herein are cumulative and are in addition to any other rights or remedies that the Authority may have at law or in equity.

13. ORDER OF PRECEDENCE:

In the event of any conflicts, inconsistencies or ambiguities between the exhibits, articles, attachments, specifications or provisions which constitute this Contract, the following documents shall be used to interpret the Contract in the order of precedence stated:

a. The terms contained in the STD 213, and any amendments thereto;

b. The terms contained in Exhibit C - General Provisions. and any amendments thereto;

c. The terms contained in any other exhibits, attachments, Task

Orders, and any additional Contract documents; and

d. Request for Proposals No. HSR26-81, issued on 10/12/2026.

In the event of any conflicts, inconsistencies, or ambiguities between documents of the same level of precedence, the term, provision, or document requiring the higher level of services or stricter performance by Contractor shall govern.

14. WARRANTY:

Unless otherwise specified, the warranties contained in this Contract begin after final acceptance has occurred.

a. In addition to the specific guarantees required by the specifications for certain portions of the work to be performed under this Contract, the Contractor shall furnish a written warranty for all of the work to be performed under this Contract, against defects in materials or workmanship for a period of two (2) years from the date of final acceptance of the completed work by the Authority. Specification requirements may require a longer period of warranty than two (2) years.

b. All work including workmanship, material, and equipment (other than Authority furnished equipment) shall be warranted for the full period of standard manufacturer’s warranty, but in no case shall be warranted for a period of less than one (1) year. Upon notice from the Contract Manager of any failure during this warranty period, the part or parts shall be replaced promptly with new parts by and at the expense of the Contractor. Whenever the manufacturer of a piece of equipment supplied by the Contractor customarily provides a warranty covering the equipment, the Contractor shall promptly turn over such to the Contract Manager.

c. In the event the Contractor or designated representative fails to commence and complete any warranty work required, within the designated time stated by the Contract Manager, the Authority shall have the right to have the work performed by others. After completion of work, the Authority shall make demand for reimbursement of any and all expenses incurred by the Authority for the repair work, including, but not limited to, administrative expenses.

15. SAFETY AND ACCIDENT PREVENTION:

In performing work under this Contract on State premises, Contractor shall conform to any specific safety requirements contained in the Contract or as required by law or regulation. Contractor shall take any additional precautions as the Authority may reasonably require for safety and accident prevention purposes. Any violation of such rules and requirements, unless promptly corrected, shall be grounds for termination of this Contract in accordance with the default provisions hereof.

16. INSURANCE:

Without limiting Contractor’s indemnification of the Authority, and prior to commencement of the work, Contractor shall obtain, provide and maintain at its own expense during the entire term of this Contract, policies of insurance of the type and amounts described below and, in a form, satisfactory to the Authority.

a. Workers’ Compensation Insurance Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance with limits of at least $1 million.

b. General Liability Insurance Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1 million per occurrence and $2 million general aggregate, for bodily injury, personal injury, property damage, and product liability, including without limitation, blanket contractual liability. Limits may be achieved by any combination of primary and excess or umbrella liability insurance.

c. Automobile Liability Insurance Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with the work to be performed under this Contract, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1 million combined single limit for each accident. Limits may be achieved by any combination of primary and excess or umbrella liability insurance.

d. Professional Liability (Errors & Omissions) Insurance (if required by TO) Contractor shall maintain professional liability insurance that covers the work to be performed in connection with this Contract, in the minimum amount of $1 million per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Contract.

e. Other Provisions or Requirements:

i. Proof of Insurance

Contractor shall provide certificates of insurance to the Authority as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. All insurance policies, certificates and endorsements must be approved by the Authority’s Contract Manager prior to commencement of work. Current certification of insurance shall be kept on file with Authority at all times during the term of this Contract. The Authority reserves the right to require complete, certified copies of all required insurance policies, at any time.

ii. Duration of Coverage

Contractor shall procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by Contractor, his agents, representatives, employees or Subcontractors. Contractor agrees to maintain professional liability insurance for a period of no less than three years after completion of the work.

iii. Authority’s Rights of Enforcement

In the event any policy of insurance required under this Contract does not comply with these specifications or is canceled and not replaced, the Authority has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the Authority will be promptly reimbursed by Contractor or the Authority will withhold amounts sufficient to pay premium from Contractor’s payments. In the alternative, the Authority may cancel this Contract.

iv. Acceptable Insurers

All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact the business of insurance in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the Authority’s Contract Manager.

v. Waiver of Subrogation

Workers’ compensation insurance policies must be endorsed to waive the insurer’s right of subrogation. All other insurance coverage maintained or procured pursuant to this Contract, except for professional liability, shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss or, in the alternative, shall be endorsed to waive subrogation against the Authority, its elected or appointed officers, agents, officials, employees and volunteers. Contractor hereby waives its own right of recovery against the Authority and shall require similar written express waivers and insurance clauses from each of its Subcontractors.

vi. Enforcement of Contract Provisions (non estoppel)

Contractor acknowledges and agrees that any actual or alleged failure on the part of the Authority to inform Contractor of non-compliance with any requirement imposes no additional obligations on the Authority nor does it waive any rights hereunder.

vii. Requirements Not Limiting Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. All insurance coverage and limits provided by Contractor and available or applicable to this Contract are intended to apply to the full extent of the policies. Nothing contained in this Contract limits the application of such insurance coverage.

viii. Notice of Cancellation

Contractor agrees to oblige its insurance agent or broker and insurers to provide to the Authority with thirty (30) days’ notice of cancellation (except for nonpayment, for which ten (10) days’ notice is required) or nonrenewal of coverage for each required coverage.

ix. Additional Insured Status

General liability policies shall provide or be endorsed to provide the Authority and its officers, officials, employees, and agents shall be additional insureds under such policies. This provision shall also apply to any excess liability policies.

x. Authority’s Right to Revise Specifications

The Authority reserves the right at any time during the term of the Contract to change the amounts and types of insurance required by giving Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Contractor, the Authority and Contractor may renegotiate Contractor’s compensation.

xi. Self-insured Retentions

Any self-insured retentions must be declared to and approved by the

Authority. The Authority reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by the Authority.

xii. Timely Notice of Claims

Contractor shall give the Authority prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance, and that involve or may involve coverage under any of the required liability policies.

xiii. Additional Insurance

Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and performance of the work.

xiv. Subcontractors

To the extent that Contractor engages the services of Subcontractors, Contractor agrees to require the same insurance as required of Contractor, except as to limits. The limits for Subcontractors shall be no more than $1 million in coverage on insurance for which a limit is specified above.

f. The Contractor shall obtain and maintain Contractor Pollution Liability (CPL) Insurance with limits no less than $5,000,000 per occurrence and $5,000,000 in the aggregate for the duration of the contract performance, unless otherwise stated by the Authority.

17. TERMINATION FOR NON-APPROPRIATION OF FUNDS (BUDGET CONTINGENCY

CLAUSE):

a. After execution or commencement of this Contract, if the funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this Contract, and alternate funding sources are not available, the Authority shall have the option to either: 1) cancel this Contract with no further liability occurring to the Authority; or 2) offer an amendment to the Contract to reflect the necessary reductions in cost or services or both.

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

18. SUSPENSION OF WORK

a. The Authority may, at any time and for its convenience, direct the Contractor in writing to suspend, delay, or interrupt all or any portion of the Work under this Contract or any Task Order. The Contractor shall immediately comply with such direction and shall take all reasonable measures to protect and preserve the Work, materials, equipment, and Project site.

b. The Authority may suspend all or a portion of an individual Task Order without affecting the validity of this Contract or any other Task Order issued under this Contract.

c. If a suspension directed by the Authority causes a delay to the Work and is not the result of any act, omission, fault, negligence, or breach by the Contractor, the Contractor may be entitled to an equitable adjustment of Contract Time and reimbursement of reasonable, documented, and unavoidable direct costs resulting from the suspension.

d. The Contractor shall take reasonable steps to mitigate all costs and delays arising from a suspension and shall not be entitled to recovery of consequential damages, lost profits, loss of business opportunity, unabsorbed home office overhead, or other indirect damages.

e. The Contractor shall provide written notice of any request for equitable adjustment within thirty (30) calendar days after the suspension is lifted. Failure to provide timely notice may constitute a waiver of such claim.

f. The Authority may direct the resumption of the Work at any time by written notice. A suspension issued under this provision shall not constitute a termination of the Contract or Task Order.

19. TERMINATION FOR THE CONVENIENCE OF THE AUTHORITY:

a. The Authority may, in its sole discretion, terminate performance of work under this Contract for its convenience with thirty (30) days written notice, if the Authority determines that a termination is in the Authority's interest. The Authority shall terminate by delivering to Contractor a Notice of Termination specifying the extent of termination and the effective date thereof. The Parties agree that, as to the terminated portion of the Contract, the Contract shall be deemed to remain in effect until such time as the termination settlement, if any, is concluded and the Contract shall not be void.

b. After receipt of a Notice of Termination, and except as directed by the Authority, Contractor shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this clause. Contractor shall:

i. Stop work as specified in the Notice of Termination.

ii. Place no further subcontracts for materials, services, or facilities, except as necessary to complete the continued portion of the Contract.

iii. Terminate all subcontracts to the extent they relate to the work terminated.

iv. Settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts; the approval or ratification of which will be final for purposes of this clause.

20. TERMINATION FOR DEFAULT:

a. The Authority may, by written notice of default to Contractor, terminate this Contract in whole or in part if Contractor fails to:

i. Perform any of the other provisions of this Contract (but see subparagraph (b), below).

b. The Authority's right to terminate this Contract under subparagraphs (a)(i) may be exercised if Contractor does not cure such failure within the time frame stated in the cure notice issued by the Authority.

c. If the Authority terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Authority considers appropriate, goods or services similar to those terminated, and Contractor will be liable to the Authority for any excess costs for those goods or services. All costs to the Authority shall be deducted from any sum due to the Contractor under this Contract and the balance, if any, shall be paid to the Contractor upon demand. However, Contractor shall continue the work not terminated.

d. If the Contract is terminated for default, the Authority may require Contractor to transfer title and deliver to the Authority, as directed by the Authority, any:

i. Partially completed materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as "manufacturing materials" in this clause) that Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Authority, Contractor shall also protect and preserve property in its possession in which the

Authority has an interest.

e. The Authority shall pay Contract price for completed services delivered and accepted. Contractor and the Authority shall agree on the amount of payment for services delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The Authority may withhold from these amounts any sum the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.

f. If, after termination, it is determined that Contractor was not in default, or that the default was excusable, the rights and obligations of the Parties shall be the same as if the termination had been issued for the convenience of the Authority.

g. The rights and remedies of the Authority in this clause are in addition to any other rights and remedies provided by law or under this Contract.

21. FORCE MAJEURE:

Except for defaults of subcontractors at any tier, Contractor shall not be liable for any excess costs if the failure to perform the Contract arises from causes beyond the control and without the fault or negligence of Contractor and Contractor can demonstrate that it would have timely performed that obligation but for a Force Majeure event. A “Force Majeure Event” means one of the following events, provided it is beyond the control and not due to an act or omission of Contractor and could not have been avoided by due diligence or use of reasonable efforts by Contractor:

a. War (including civil war and revolution), invasion, armed conflict, violent act of foreign enemy, military or armed blockage, or military or armed takeover of Contractor’s production, shipping, or delivery location related to this Contract excluding (i) the conflict between Russia and Ukraine which began with Russia invading Ukraine in February 2022, and (ii) the conflict between the United States, Israel and Iran which began in February 2026;

b. Fire, explosion, or floods caused by natural events;

c. Terrorism;

d. Government-declared emergency; and

e. Labor dispute that is directed against Contractor’s entire industry or trade, or is national or regional in scale and not directed solely against Contractor or the Authority’s project and prevents Contractor from obtaining labor or materials necessary for performance under the Contract, and provided, however, that suitable substitute labor or materials (subject to Authority’s right to approve such substitute materials) are not reasonably obtainable.

“Force Majeure Event” shall not include weather unless specified above.

22. RIGHTS AND REMEDIES OF AUTHORITY FOR DEFAULT:

a. In the event any services provided by Contractor in the performance of the Contract should fail to conform to the requirements herein, it shall become the duty of Contractor to correct the performance of services, without expense to the Authority, and immediately replace all such rejected items with others conforming to the Contract.

b. In the event of the termination of the Contract, either in whole or in part, by reason of default or breach by Contractor, any loss or damage sustained by the Authority in procuring any items which Contractor agreed to supply shall be borne and paid for by Contractor.

c. The Authority reserves the right to offset the reasonable cost of all damages caused to the Authority against any outstanding invoices or amounts owed to Contractor or to make a claim against Contractor therefore.

23. CONTRACTOR'S LIABILITY FOR INJURY TO PERSONS OR DAMAGE

TO PROPERTY:

a. Contractor shall be liable for damages arising out of injury to the person and/or damage to the property of the Authority, employees of the Authority, persons designated by the Authority for training, or any other person(s) other than agents or employees of Contractor, designated by the Authority for any purpose, prior to, during, or subsequent to delivery of services either at Contractor's site or at the Authority's place of business, provided that the injury or damage was caused by the fault or negligence of Contractor.

b. Contractor shall not be liable for damages arising out of or caused by an alteration or an attachment not made or installed by Contractor, or for damage to alterations or attachments that may result from the normal operation and maintenance provided by Contractor during the Contract.

24. INDEMNIFICATION:

a. Contractor agrees to fully indemnify, defend and hold harmless the Authority, its board members, officers, agents and employees from any and all claims and losses accruing or resulting to any and all Contractors, subcontractors, suppliers, laborers and any other person, firm, or corporation furnishing or supplying work, services, materials or supplies in connection with the performance of this Contract, and from any and all claims and losses accruing or resulting to any person, firm or corporation which may be injured or damaged by Contractor in the performance of this Contract.

b. This duty includes, but is not limited to, any and all third party claims, demands, causes of action, damages, losses, and expenses (including attorney's fees) of whatsoever nature, character, or description arising out of or related to the breach or alleged breach of or failure or alleged failure to perform the Contract or any subcontract by any Contractor or related entity, as well as the alleged negligent act, omission, misconduct, fault of the Contractor or related entity.

25. INVOICES:

The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including all Work, services travel, per diem, and taxes, unless otherwise expressly so provided.

a. For services satisfactorily rendered in accordance with the terms of this Contract, and upon receipt and approval of the invoices by the Authority’s Contract Manager, the Authority agrees to compensate the Contractor in accordance with the Contract terms. The Contractor agrees to compensate all subcontractors/subconsultants within seven days from receipt of payment.

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

ii. The total amount payable by the Authority for this Contract 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.

iii. The Contractor shall provide one electronic original copy of the invoice for payment. Invoices shall be submitted no more than monthly in arrears and no later than 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

Contractor shall also electronically submit one additional courtesy copy of the Invoice to the Authority’s Contract Manager or designee. If requested by Authority, Contractor shall provide paper copies of the Invoice for payment, receipts and other documentation identified in this mailto:accountspayable@hsr.ca.gov

Exhibit to the address identified above.

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 25.a.iii of this Exhibit.

b. Invoices shall include the Contract number; date prepared; billing period and invoice total amount. State sales tax and/or use tax shall be itemized separately and added to each invoice as applicable. Invoices shall also include the signature of an authorized representative of the Contractor certifying under penalty of perjury that the information contained in the invoice is true and correct.

c. Payments shall be made to Contractor for undisputed invoices, or the undisputed portions thereof, in accordance with Government Code section 927, et seq.. An undisputed invoice is an invoice submitted by Contractor for services rendered and for which additional evidence is not required to determine its validity. The invoice will be disputed if the invoice is inaccurate, or if it does not comply with the terms of the Contract. If the invoice is disputed, Contractor will be notified via written notification within 15 Business Days of receipt of the invoice; Contractor will be paid the undisputed portion of the invoice

26. PROMPT PAYMENT ACT:

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 24.a of this Exhibit.

26.1 Payments shall be made to the Contractor for undisputed invoices.

If the invoice is disputed, the Contractor will be notified via a Dispute Notification Form, or with other written notification within 15 Working Days of receipt of the invoice; and the Contractor will be paid the undisputed portion of the invoice in compliance with the Prompt Payment Act.

27. PROMPT PAYMENT AND PAYMENT TO SUBCONTRACTORS:

The Contractor agrees to pay each Subcontractor under this Contract for satisfactory performance of its subcontract no later than seven days from receipt of each payment the Contractor receives from the Authority. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to sub-Subcontractors and suppliers in a similar manner. The Authority shall have no obligation to pay or to see to the payment of money to a Subcontractor, except as may otherwise be required by Law.

28. RETAINAGE:

Retainage will be withheld under the Contract at the rate of five percent of all invoices paid up to a cap of $10,000,000.00 (Retainage).

The Contractor acknowledges and agrees that pursuant to Public Contract Code Section 7200, the percentage of Retainage amounts withheld by the Contractor from its Subcontractors, if any, may not exceed the percentage withheld by Authority from the Contractor as specified herein.

Upon satisfactory acceptance and completion of all Work to be performed by a Subcontractor, including provision of appropriate releases, certificates, and evidence of the Subcontractor’s compliance with all applicable requirements of the Contract Documents, the Contractor shall submit an application to the Authority for the release of the portion of the Retainage attributed to the Subcontractor’s work, stating that the Subcontractor has completed all Work required to be performed under its subcontract, the amount withheld by the Contractor under the subcontract, and providing all backup information, stop notice, and lien releases as may be required by the Authority.

Within seven days following receipt of payment from the Authority for the completed Subcontractor Work, the Contractor shall return all monies withheld as Retainage from the Subcontractor, even if the Work to be performed by the Contractor or other Subcontractors is not completed and has not been accepted. The Contractor shall, by appropriate agreement with each Subcontractor, require each first-tier Subcontractor to make payments to sub-Subcontractors and suppliers in a similar manner.

The Authority’s release of such Retainage shall not relieve the Contractor of its contractual obligations relating to the Work.

The Authority agrees to release the remaining Retainage 30 days after the Substantial Completion date and following receipt of an approved Invoice therefore, or at such earlier date as approved by the Authority in its sole discretion, subject to reduction as specified below and subject to the following terms and conditions.

At such time, the Authority shall release to the Contractor all remaining Retainage other than amounts applied (or retained for future application) to the payment of Liquidated Damages or that which the Authority deems advisable, in its sole discretion, to retain to cover any existing or threatened Disputes, claims, Liens, and stop notices relating to the Project, or the cost of any incomplete or Non-Conforming Work (including incomplete warranty Work). Final payment of such Retainage not applied to Liquidated Damages shall be made upon the Contractor’s providing evidence that, to the Authority's reasonable satisfaction, all such matters have been resolved;

including delivery to the Authority of a certification representing that there are no outstanding claims of the Contractor or any claims, Liens, or stop notices of any Subcontractor, supplier or laborer with respect to the Work.

The Contractor shall have the right to substitute securities or a letter of credit for the Retainage pursuant to the procedures contained in Public Contract Code Section 22300. No such substitution shall be accepted until:

i. Such securities or letter of credit have been approved by the Authority as qualifying for substitution based on the Authority’s assessment of creditworthiness and other factors;

ii. The value of such securities has been established to the Authority's reasonable satisfaction;

iii. The Parties have entered into an escrow agreement (if the securities are to be held in escrow) in form substantially similar to that contained in Section 22300; and

iv. All documentation necessary for assignment of the securities to the Authority or to the escrow agent, as appropriate, has been delivered in form reasonably satisfactory to the Authority.

If the Contractor has substituted securities for any of the Retainage, then the Authority may request that such securities be revalued from time to time, but not more often than monthly. Such revaluation would be made by a Person designated by the Authority and approved by the Contractor. If such revaluation results in a determination that such securities have a market value that is less than the amount of Retainage for which they were substituted, then notwithstanding anything to the contrary contained herein, the amount of the Retainage required under the Contract shall be increased by such difference in market value. Such increased Retainage shall be withheld from the next payment due the Contractor hereunder.

29. TAXES:

Unless otherwise required by law, the Authority is exempt from Federal excise taxes. In the event that an exemption from sales taxes becomes available for the Work, Authority shall have no obligation to reimburse Contractor for any such taxes, and Authority shall be entitled to a decrease in the Work Package GMPs equal to the amount exempt.

30. PERFORMANCE AND PAYMENT BONDS

Pursuant to the provisions of Public Contract Code Sections 10221 to-10224, the Contractor shall ensure compliance with all applicable bonding requirements. These provisions are in addition to the bond requirements in Pursuant to the payment bond provisions of Public Contract Code Section 7103 and Civil Code Section 9554 relating to public works contracts.

a. The Contractor shall provide to the Authority and maintain at all times during the term of the Contract a Performance Bond in the amount of 50 percent of the Contract Price and a Payment Bond in the amount of 100 percent of the Contract Price. Each bond required hereunder shall be provided by a surety that is registered with the California State Insurance Commissioner; appears on the current Authorized Insurance List in the State of California published by the Office of the Insurance Commissioner; and has an A.M. Best’s Rating Service classification of “A-XIV” or better, or is otherwise approved by the Authority, in its sole discretion.

b. The Authority may require any sureties to appear and qualify themselves at any time. If the Authority determines, in its sole discretion, that a surety is not qualified, the Authority may, upon written demand, require the Contractor to furnish a replacement bond or bonds, at no additional cost, from a qualified surety acceptable to the Authority. Until the replacement bond or bonds are furnished, payments on the Contract shall stop.

31. CONTRACT MODIFICATION:

No amendment or variation of the terms of this Contract shall be valid unless made in writing, signed by the Parties and approved as required. No oral understanding or agreement not incorporated in the Contract is binding on any of the Parties.

31.1 Task Orders shall not modify Contract terms and conditions. Any modification of a Contract provision shall only be made through an authorized executed amendment.

32. CONFIDENTIALITY CLAUSE:

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

b. The Contractor agrees to hold Confidential Information in confidence in accordance with the terms of this Contract and agrees to use Confidential Information solely in accordance with the terms of this Contract. “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.

i. 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.

ii. 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.

c. The Contractor agrees to include all provisions of the Confidentiality Clause in all subcontracts, regardless of 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.

d. All subsections of this Confidentiality Clause shall survive termination of this Contract with the Contractor for a period of 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.

33. CONFIDENTIALITY OF DATA:

All financial, statistical, personal, technical and other data and information relating to the Authority's operation which are designated confidential by the Authority and made available to Contractor in order to carry out this Contract, or which become available to Contractor in carrying out this Contract, shall be protected by Contractor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to the Authority. The identification of all such confidential data and information as well as the Authority's procedural requirements for protection of such data and information from unauthorized use and disclosure shall be provided by the Authority in writing to Contractor. If the methods and procedures employed by Contractor for the protection of Contractor's data and information are deemed by the Authority to be adequate for the protection of the Authority's confidential information, such methods and procedures may be used, with the written consent of the Authority, to carry out the intent of this paragraph. Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is already rightfully in Contractor's possession, is independently developed by Contractor outside the scope of this Contract, or is rightfully obtained from third parties.

34. NEWS RELEASES:

Unless otherwise exempted, news releases pertaining to this Contract shall not be made without prior written approval of the Authority.

35. PATENT, COPYRIGHT and TRADE SECRET INDEMNITY:

a. Contractor shall hold the Authority, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the Contract.

b. Contractor may be required to furnish a bond to the Authority against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement.

c. If Contractor, secures a patent with respect to any invention, improvement, or discovery of Contractor or any of its third party contractors conceived or first actually reduced to practice in the course of or under this Project, Contractor agrees to grant the FRA a royalty-free, non-exclusive, and irrevocable license to use and authorize others to use the patented device or process for Federal Government purposes.

36. FINAL ENVIRONMENTAL DOCUMENT COMPLIANCE:

The Contractor shall comply with the California Environmental Quality Act (CEQA), National Environmental Policy Act (NEPA) and other applicable federal, state, and local environmental laws and regulations.

36.1 The Contractor shall comply with all requirements contained in the Authority’s final environmental documents, as applicable based upon the geographic location of the Work within 171-mile Merced to Bakersfield segment. The Authority’s final environmental documents include, but are not limited to, the Fresno to Bakersfield Locally Generated Alternative Project Section, including the Locally Generated Alternative Final Supplemental EIR/EIS documents, and the Merced to Madera Project Section, including the Merced to Fresno Final EIR/EIS and Central Valley Wye Final Supplemental EIR/EIS documents.

36.2 The Contractor shall comply with all applicable CEQA litigation settlement provisions related to the final environmental documents.

37. AUDIT:

The Contractor agrees that the Authority, the Department of General Services, the Bureau of State Audits/California State Auditor, or their designated representative(s), will have the right to review and to copy any records and supporting documentation pertaining to the performance of the Contract. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records.

Further, the Contractor agrees to include a similar right of the Authority to audit records and interview staff in any subcontract related to performance of the Contract. (Gov. Code §8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896).

38. DISPUTES:

The Parties agree to use their best efforts to resolve disputes arising under this Contract in an informal fashion through consultation and communication, or other forms of non-binding alternative dispute resolution mutually acceptable to the Parties.

a. To the extent consistent with law, rules, and regulations, any dispute that is not disposed of by mutual agreement above will be decided by the Authority’s Chief Administrative Officer, who may consider any written or verbal evidence submitted by the Contractor. The decision of the Chief Administrative Officer, issued in writing, will be the final decision of the Authority. The final decision of the Authority is not binding on the Contractor.

b.