Modesto City Council
January 23, 2024

1. DEFINITIONS: The following terms shall be given the meaning shown, unless context requires otherwise or a unique meaning is otherwise specified.
a. "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. b. "Buyer" means the State's authorized contracting official. c. "Contract" means this Contract or agreement (including any purchase order), by whatever name known or in whatever format used.
d. "Contractor" means the Business Entity with whom the State enters into this Contract. Contractor shall be synonymous with "supplier", "vendor" or other similar term.
e. "Goods" (commodities) means all types of tangible personal property, including but not limited to materials, supplies, and equipment (including computer equipment and telecommunications).
f. "State" means the government of the State of California, its employees and authorized representatives, including without limitation any department, agency, or other unit of the government of the State of California

2. CONTRACT FORMATION:
a. If this Contract results from a sealed bid offered in response to a solicitation conducted pursuant to Chapters 2 (commencing with Section 10290), 3 (commencing with Section 12100), and 3.6 (commencing with Section 12125) of Part 2 of Division 2 of the Public Contract Code (PCC), then Contractor's bid is a firm offer to the State which is accepted by the issuance of this Contract and no further action is required by either party. b. If this Contract results from a solicitation other than described in paragraph a), above, Contractor's quotation or proposal is deemed a firm offer and this Contract document is the State's acceptance of that offer.
c. If this Contract resulted from a joint bid, it shall be deemed one indivisible Contract. Each such joint Contractor will be jointly and severally liable for the performance of the entire Contract. The State assumes no responsibility or obligation for the division of orders or purchases among joint Contractors.

3. 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 Exhibit C - Non-IT General Provisions #8..
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agreements pertaining to the subject matter of the Contract.

4. SEVERABILITY: The Contractor and the State 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.

5. 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 State.

6. 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. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Contract.

7. COMPLIANCE WITH STATUTES AND REGULATIONS:
a. 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 State against any loss, cost, damage or liability by reason of Contractor's violation of this provision.
b. If this Contract is in excess of $554,000, it is subject to the requirements of the World Trade Organization (WTO) Government Procurement Agreement (GPA).

8. CONTRACTOR'S POWER AND AUTHORITY: The Contractor warrants that it has full power and authority to grant the rights herein granted and will hold the State 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 State under this Contract. a. The State will notify Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and b. Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to #8..
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attorneys' fees and costs (but not liability); (ii) the State will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations.

9. ASSIGNMENT: This Contract shall not be assignable by the Contractor in whole or in part without the written consent of the State. For the purpose of this paragraph, State will not unreasonably prohibit Contractor from freely assigning its right to payment, provided that Contractor remains responsible for its obligations hereunder.

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

11. ORDER OF PRECEDENCE: In the event of any inconsistency between the articles, attachments, specifications or provisions which constitute this Contract, the following order of precedence shall apply:
a. these General Provisions - Non-IT Commodities;
b. Contract form, i.e., Purchase Order STD 65, etc., and any amendments thereto; c. statement of work, including any specifications incorporated by reference herein; d. special terms and conditions; and
e. all other attachments incorporated in the Contract by reference. #8..
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12. PACKING AND SHIPMENT:
a. All Goods are to be packed in suitable containers for protection in shipment and storage, and in accordance with applicable specifications.

Each container of a multiple container shipment shall be identified to:
i. show the number of the container and the total number of containers in the shipment; and
ii. the number of the container in which the packing sheet has been enclosed. b. All shipments by Contractor or its subcontractors must include packing sheets identifying: the State's Contract number; item number; quantity and unit of measure; part number and description of the Goods shipped; and appropriate evidence of inspection, if required. Goods for different contracts shall be listed on separate packing sheets.
c. Shipments must be made as specified in this Contract, as it may be amended, or otherwise directed in writing by the State's Transportation Management Unit within the Department of General Services, Procurement Division.

13. TRANSPORTATION COSTS AND OTHER FEES OR EXPENSES: No charge for delivery, drayage, express, parcel post, packing, cartage, insurance, license fees, permits, cost of bonds, or for any other purpose will be paid by the State unless expressly included and itemized in the Contract. a. Contractor must strictly follow Contract requirements regarding Free on Board (F.O.B.), freight terms and routing instructions. The State may permit use of an alternate carrier at no additional cost to the State with advance written authorization of the buyer.
b. If "prepay and add" is selected, supporting freight bills are required when over $50, unless an exact freight charge is approved by the Transportation Management Unit within the Department of General Services Procurement Division and a waiver is granted.
c. On "F.O.B. Shipping Point" transactions, should any shipments under the Contract be received by the State in a damaged condition and any related freight loss and damage claims filed against the carrier or carriers be wholly or partially declined by the carrier or carriers with the inference that damage was the result of the act of the shipper such as inadequate packaging or loading or some inherent defect in the equipment and/or material, Contractor, on request of the State, shall at Contractor's own expense assist the State in establishing carrier liability by supplying evidence that the equipment and/or material was properly constructed, manufactured, packaged, and secured to withstand normal transportation conditions.
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14. TIME IS OF THE ESSENCE: Time is of the essence in this Contract.

15. DELIVERY: Contractor shall strictly adhere to the delivery and completion schedules specified in this Contract. Time, if stated as a number of days, shall mean calendar days unless otherwise specified. The quantities specified herein are the only quantities required. If Contractor delivers in excess of the quantities specified herein, the State shall not be required to make any payment for the excess Goods, and may return them to Contractor at Contractor's expense or utilize any other rights available to the State at law or in equity.

16. SUBSTITUTIONS: Substitution of Goods may not be tendered without advance written consent of the buyer. Contractor shall not use any specification in lieu of those contained in the Contract without written consent of the buyer.

17. INSPECTION, ACCEPTANCE AND REJECTION:
a. Contractor and its subcontractors will provide and maintain a quality assurance system acceptable to the State covering Goods and services under this Contract and will tender to the State only those Goods that have been inspected and found to conform to this Contract's requirements. Contractor will keep records evidencing inspections and their result, and will make these records available to the State during Contract performance and for three years after final payment. Contractor shall permit the State to review procedures, practices, processes and related documents to determine the acceptability of Contractor's quality assurance system or other business practices related to performance of the Contract.
b. All Goods may be subject to inspection and test by the State or its authorized representatives.
c. Contractor and its subcontractors shall provide all reasonable facilities for the safety and convenience of inspectors at no additional cost to the State. Contractor shall furnish to inspectors all information and data as may be reasonably required to perform their inspection. d. All Goods to be delivered hereunder may be subject to final inspection, test and acceptance by the State at destination, notwithstanding any payment or inspection at source.
e. The State shall give written notice of rejection of Goods delivered or services performed hereunder within a reasonable time after receipt of such Goods or performance of such services. Such notice of rejection will state the respects in which the Goods do not substantially conform to their specifications. If the State does not provide such notice of rejection within thirty (30) days, unless otherwise specified in the Statement of Work, of delivery, such Goods and services will be deemed to have been #8..
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accepted. Acceptance by the State will be final and irreversible, except as it relates to latent defects, fraud, and gross mistakes amounting to fraud.

Acceptance shall not be construed to waive any warranty rights that the State might have at law or by express reservation in this Contract with respect to any nonconformity.

18. SAMPLES:
a. Samples of items may be required by the State for inspection and specification testing and must be furnished free of expense to the State. The samples furnished must be identical in all respects to the products bid and/or specified in the Contract.
b. Samples, if not destroyed by tests, may, upon request made at the time the sample is furnished, be returned at Contractor's expense.

19. WARRANTY: Unless otherwise specified, the warranties contained in this Contract begin after acceptance has occurred.
a. Contractor warrants that Goods and services furnished hereunder will conform to the requirements of this Contract (including all descriptions, specifications and drawings made a part hereof), and such Goods will be merchantable, fit for their intended purposes, free from all defects in materials and workmanship and to the extent not manufactured pursuant to detailed designs furnished by the State, free from defects in design. The State's approval of designs or specifications furnished by Contractor shall not relieve the Contractor of its obligations under this warranty.
b. All warranties, including special warranties specified elsewhere herein, shall inure to the State, its successors, assigns, customer agencies and users of the Goods or services.

20. 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 State 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.

21. INSURANCE: When performing work on property in the care, custody or control of the State, Contractor shall maintain all commercial general liability insurance, workers' compensation insurance and any other insurance the State deems appropriate under the Contract. Contractor
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shall furnish an insurance certificate evidencing required insurance coverage acceptable to the State. Upon request by the buyer, the Contractor may be required to have the State shown as an "additional insured" on selected policies.

22. TERMINATION FOR NON-APPROPRIATION OF FUNDS:
a. If the term of this Contract extends into fiscal years subsequent to that in which it is approved, such continuation of the Contract is contingent on the appropriation of funds for such purpose by the Legislature. If funds to effect such continued payment are not appropriated, Contractor agrees to take back any affected Goods furnished under this Contract, terminate any services supplied to the State under this Contract, and relieve the State of any further obligation therefor.
b. STATE AGREES THAT IF PARAGRAPH (a) ABOVE IS INVOKED,

GOODS SHALL BE RETURNED TO THE CONTRACTOR IN

SUBSTANTIALLY THE SAME CONDITION IN WHICH DELIVERED TO
THE STATE, SUBJECT TO NORMAL WEAR AND TEAR. STATE

FURTHER AGREES TO PAY FOR PACKING, CRATING,

TRANSPORTATION TO CONTRACTOR'S NEAREST FACILITY AND

FOR REIMBURSEMENT TO THE CONTRACTOR FOR EXPENSES

INCURRED FOR THEIR ASSISTANCE IN SUCH PACKING AND
CRATING.

23. TERMINATION FOR THE CONVENIENCE OF THE STATE:
a. The State may terminate performance of work under this Contract for its convenience in whole or, from time to time, in part, if the Department of General Services, Deputy Director, Procurement Division, or designee, determines that a termination is in the State's interest. The Department of General Services, Deputy Director, Procurement Division, or designee, shall terminate by delivering to the 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 State, the Contractor shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this clause. The 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.
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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.

24. TERMINATION FOR DEFAULT:
a. The State may, subject to the Force Majeure paragraph contained herein, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to:
i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto;
ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or
iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below).
b. The State's right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the buyer. c. If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services.

However, the Contractor shall continue the work not terminated. d. If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the buyer, any:
i. Completed Goods, and
ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as "manufacturing materials" in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest.
e. The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders.
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f. If, after termination, it is determined that the 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 State.
g. The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

25. FORCE MAJEURE:

Except for defaults of subcontractors at any tier, the 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 the Contractor.

Examples of such causes include, but are not limited to:
a. Acts of God or of the public enemy, and
b. Acts of the federal or state government in either its sovereign or contractual capacity. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to perform.

26. RIGHTS AND REMEDIES OF STATE FOR DEFAULT:
a. In the event any Goods furnished or services provided by the Contractor in the performance of the Contract should fail to conform to the requirements herein, or to the sample submitted by the Contractor, the State may reject the same, and it shall become the duty of the Contractor to reclaim and remove the item promptly or to correct the performance of services, without expense to the State, and immediately replace all such rejected items with others conforming to the Contract.
b. In addition to any other rights and remedies the State may have, the State may require Contractor, at Contractor's expense, to ship Goods via air freight or expedited routing to avoid or minimize actual or potential delay if the delay is the fault of the Contractor.
c. In the event of the termination of the Contract, either in whole or in part, by reason of default or breach by the Contractor, any loss or damage sustained by the State in procuring any items which the Contractor agreed to supply shall be borne and paid for by the Contractor. #8..
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d. The State reserves the right to offset the reasonable cost of all damages caused to the State against any outstanding invoices or amounts owed to Contractor or to make a claim against the Contractor therefore.

27. CONTRACTOR'S LIABILITY FOR INJURY TO PERSONS OR
DAMAGE TO PROPERTY:
a. The Contractor shall be liable for damages arising out of injury to the person and/or damage to the property of the State, employees of the State, persons designated by the State for training, or any other person(s) other than agents or employees of the Contractor, designated by the State for any purpose, prior to, during, or subsequent to delivery, installation, acceptance, and use of the Goods either at the Contractor's site or at the State's place of business, provided that the injury or damage was caused by the fault or negligence of the 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 the Contractor, or for damage to alterations or attachments that may result from the normal operation and maintenance of the Goods provided by the Contractor during the Contract.

28. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its 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.

29. INVOICES: Unless otherwise specified, invoices shall be sent to the address set forth herein. Invoices shall be submitted in triplicate and shall include the Contract number; release order number (if applicable); item number; unit price, extended item price and invoice total amount. State sales tax and/or use tax shall be itemized separately and added to each invoice as applicable.

30. REQUIRED PAYMENT DATE: Payment will be made in accordance with the provisions of the California Prompt Payment Act, Government Code Section 927 et. seq. Unless expressly exempted by statute, the Act requires state agencies to pay properly submitted, undisputed invoices not more than 45 days after (i) the date of acceptance of Goods or performance of services; or (ii) receipt of an undisputed invoice, whichever is later.
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31. TAXES: Unless otherwise required by law, the State of California is exempt from Federal excise taxes. The State will only pay for any State or local sales or use taxes on the services rendered or Goods supplied to the State pursuant to this Contract.

32. NEWLY MANUFACTURED GOODS: All Goods furnished under this Contract shall be newly manufactured Goods; used or reconditioned Goods are prohibited, unless otherwise specified.

33. 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.

34. CONFIDENTIALITY OF DATA: All financial, statistical, personal, technical and other data and information relating to the State's operation which are designated confidential by the State and made available to the Contractor in order to carry out this Contract, or which become available to the Contractor in carrying out this Contract, shall be protected by the Contractor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to the State. The identification of all such confidential data and information as well as the State's procedural requirements for protection of such data and information from unauthorized use and disclosure shall be provided by the State in writing to the Contractor. If the methods and procedures employed by the Contractor for the protection of the Contractor's data and information are deemed by the State to be adequate for the protection of the State's confidential information, such methods and procedures may be used, with the written consent of the State, to carry out the intent of this paragraph. The 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 the Contractor's possession, is independently developed by the Contractor outside the scope of this Contract, or is rightfully obtained from third parties.

35. NEWS RELEASES: Unless otherwise exempted, news releases pertaining to this Contract shall not be made without prior written approval of the Department of General Services.

36. PATENT, COPYRIGHT and TRADE SECRET INDEMNITY:
a. Contractor shall hold the State of California, 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 #8..
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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 State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement.
c. Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the Goods or software supplied by the Contractor or the operation of such Goods pursuant to a current version of Contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The Contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following:
i. That the Contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and,
ii. That the Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of
government or public law are involved, the State shall have the option to participate in such action at its own expense. d. Should the Goods or software, or the operation thereof, become, or in the Contractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State shall permit the Contractor at its option and expense either to procure for the State the right to continue using the Goods or software, or to replace or modify the same so that they become non infringing. If none of these options can reasonably be taken, or if the use of such Goods or software by the State shall be prevented by injunction, the Contractor agrees to take back such Goods or software and make every reasonable effort to assist the State in procuring substitute Goods or software. If, in the sole opinion of the State, the return of such infringing Goods or software makes the retention of other Goods or software acquired from the Contractor under this Contract impractical, the State shall then have the option of terminating such Contracts, or applicable portions thereof, without penalty or termination charge. The Contractor agrees to take back such Goods or software and refund any sums the State has paid Contractor less any reasonable amount for use or damage. e. The Contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon:
i. The combination or utilization of Goods furnished hereunder with equipment or devices not made or furnished by the Contractor; or,
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ii. The operation of equipment furnished by the Contractor under the control of any operating software other than, or in addition to, the current version of Contractor supplied operating software; or iii. The modification by the State of the equipment furnished hereunder or of the software; or
iv. The combination or utilization of software furnished hereunder with non Contractor supplied software.
f. Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Contract for the acquisition, operation or maintenance of computer software in violation of copyright laws.
g. The foregoing states the entire liability of the Contractor to the State with respect to infringement of patents, copyrights or trade secrets.

37. EXAMINATION AND AUDIT: Contractor agrees that the State, or its designated representative shall have the right to review and copy any records and supporting documentation pertaining to performance of this Contract.

Contractor agrees to maintain such records for possible audit for a minimum of three (3) 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 or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Contract.

38. DISPUTES:
a. The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute persists, Contractor shall submit to the Department Director or designee a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to or involving this Contract, unless the State, on its own initiative, has already rendered such a final decision. Contractor's written demand shall be fully supported by factual information, and if such demand involves a cost adjustment to the Contract, Contractor shall include with the demand a written statement signed by an authorized person indicating that the demand is made in good faith, that the supporting data are accurate and complete and that the amount requested accurately reflects the Contract adjustment for which Contractor believes the State is liable. If the Contractor is not satisfied with the decision of the Department Director or designee, the Contractor may appeal the decision to the Department of General Services, Deputy Director, Procurement Division. In the event that this Contract is for information technology Goods and/or services, the decision may be #8..
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appealed to an Executive Committee of State and Contractor personnel. b. Pending the final resolution of any dispute arising under, related to or involving this Contract, Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of Goods or providing of services in accordance with the State's instructions.

Contractor's failure to diligently proceed in accordance with the State's instructions shall be considered a material breach of this Contract. c. Any final decision of the State shall be expressly identified as such, shall be in writing, and shall be signed by the Department Director or designee or Deputy Director, Procurement Division if an appeal was made. If the State fails to render a final decision within 90 days after receipt of Contractor's demand, it shall be deemed a final decision adverse to Contractor's contentions. The State's final decision shall be conclusive and binding regarding the dispute unless Contractor commences an action in a court of competent jurisdiction to contest such decision within 90 days following the date of the final decision or one (1) year following the accrual of the cause of action, whichever is later.

39. STOP WORK:
a. The State may, at any time, by written Stop Work Order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this Contract for a period up to 90 days after the Stop Work Order is delivered to the Contractor, and for any further period to which the parties may agree. The Stop Work Order shall be specifically identified as such and shall indicate it is issued under this clause. Upon receipt of the Stop Work Order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the Stop Work Order during the period of work stoppage.

Within a period of 90 days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the State shall either:
i. Cancel the Stop Work Order; or
ii. Terminate the work covered by the Stop Work Order as provided for in the termination for default or the termination for convenience clause of this Contract.
b. If a Stop Work Order issued under this clause is canceled or the period of the Stop Work Order or any extension thereof expires, the Contractor shall resume work. The State shall make an equitable adjustment in the delivery schedule, the Contract price, or both, and the Contract shall be modified, in writing, accordingly, if:
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performance of any part of this Contract; and
ii. The Contractor asserts its right to an equitable adjustment within 30 days after the end of the period of work stoppage; provided, that if the State decides the facts justify the action, the State may receive and act upon a proposal submitted at any time before final payment under this Contract.
c. If a Stop Work Order is not canceled and the work covered by the Stop Work Order is terminated in accordance with the provision entitled Termination for the Convenience of the State, the State shall allow reasonable costs resulting from the Stop Work Order in arriving at the termination settlement.
d. The State shall not be liable to the Contractor for loss of profits because of a Stop Work Order issued under this clause.

40. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with PCC Section 10353.

41. COVENANT AGAINST GRATUITIES: The Contractor warrants that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor, or any agent or representative of the Contractor, to any officer or employee of the State with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the State shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the State in procuring on the open market any items which Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and remedies of the State provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or in equity.

42. NONDISCRIMINATION CLAUSE:
a. During the performance of this Contract, Contractor and its subcontractors shall not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of sex, sexual orientation, race, color, ancestry, religious creed, national origin, disability (including HIV and AIDS), medical condition (cancer), age,
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DGS PD-401 NON-IT GOODS (REVISED AND EFFECTIVE 6/21/22) GENERAL PROVISIONS – NON-INFORMATION TECHNOLOGY
GOODS

marital status, and denial of family care leave. Contractor and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12990 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
b. The Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Contract.

43. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor swears under penalty of perjury that no more than one final, unappealable finding of contempt of court by a federal court has been issued against the Contractor within the immediately preceding two year period because of the Contractor's failure to comply with an order of the National Labor Relations Board. This provision is required by, and shall be construed in accordance with, PCC Section 10296.

44. ASSIGNMENT OF ANTITRUST ACTIONS: Pursuant to Government Code Sections 4552, 4553, and 4554, the following provisions are incorporated herein:
a. In submitting a bid to the State, the supplier offers and agrees that if the bid is accepted, it will assign to the State all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of Goods, material, or services by the supplier for sale to the State pursuant to the solicitation. Such assignment shall be made and become effective at the time the State tenders final payment to the supplier.
b. If the State receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the State any portion of the recovery, including treble damages, attributable to overcharges that were #8..
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DGS PD-401 NON-IT GOODS (REVISED AND EFFECTIVE 6/21/22) GENERAL PROVISIONS – NON-INFORMATION TECHNOLOGY
GOODS

paid by the assignor but were not paid by the State as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. c. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and i. the assignee has not been injured thereby, or
ii. the assignee declines to file a court action for the cause of action.

45. DRUG FREE WORKPLACE CERTIFICATION: The Contractor certifies under penalty of perjury under the laws of the State of California that the Contractor will comply with the requirements of the Drug Free Workplace Act of 1990 (Government Code Section 8350 et seq.) and will provide a drug free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a). b. Establish a Drug Free Awareness Program as required by Government Code Section 8355(b) to inform employees about all of the following:
i. the dangers of drug abuse in the workplace;
ii. the person's or organization's policy of maintaining a drug free workplace; iii. any available counseling, rehabilitation and employee assistance programs; and,
iv. penalties that may be imposed upon employees for drug abuse violations. c. Provide, as required by Government Code Section 8355(c), that every employee who works on the proposed or resulting Contract:
i. will receive a copy of the company's drug free policy statement; and, ii. will agree to abide by the terms of the company's statement as a condition of employment on the Contract.

46. FOUR-DIGIT DATE COMPLIANCE: Contractor warrants that it will provide only Four-Digit Date Compliant (as defined below) Deliverables and/or services to the State. "Four Digit Date Compliant" Deliverables and services can accurately process, calculate, compare, and sequence date data, including without limitation date data arising out of or relating to leap years and changes in centuries. This warranty and representation is subject to the warranty terms and conditions of this Contract and does not limit the generality of warranty obligations set forth elsewhere herein.
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DGS PD-401 NON-IT GOODS (REVISED AND EFFECTIVE 6/21/22) GENERAL PROVISIONS – NON-INFORMATION TECHNOLOGY
GOODS

47. SWEATFREE CODE OF CONDUCT:
a. Contractor declares under penalty of perjury that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the State pursuant to the Contract have been produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. Contractor further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at http://www.dir.ca.gov/, and Public Contract Code Section 6108.
b. Contractor agrees to cooperate fully in providing reasonable access to its records, documents, agents or employees, or premises if reasonably required by authorized officials of the State, the Department of Industrial Relations, or the Department of Justice to determine Contractor's compliance with the requirements under paragraph (a).

48. RECYCLING: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post consumer material as defined in the Public Contract Code Section 12200, in products, materials, Goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (PCC 12205)

49. CHILD SUPPORT COMPLIANCE ACT: For any Contract in excess of $100,000, the Contractor acknowledges in accordance with PCC Section 7110, that:
a. The Contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and
b. The Contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.
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DGS PD-401 NON-IT GOODS (REVISED AND EFFECTIVE 6/21/22) GENERAL PROVISIONS – NON-INFORMATION TECHNOLOGY
GOODS

50. AMERICANS WITH DISABILITIES ACT: Contractor assures the State that Contractor complies with the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq).

51. ELECTRONIC WASTE RECYCLING ACT OF 2003: The Contractor certifies that it complies with the requirements of the Electronic Waste Recycling Act of 2003, Chapter 8.5, Part 3 of Division 30, commencing with Section 42460 of the Public Resources Code, relating to hazardous and solid waste.

Contractor shall maintain documentation and provide reasonable access to its records and documents that evidence compliance.

52. USE TAX COLLECTION: In accordance with PCC Section 10295.1, Contractor certifies that it complies with the requirements of Section 7101 of the Revenue and Taxation Code. Contractor further certifies that it will immediately advise State of any change in its retailer's seller's permit or certification of registration or applicable affiliate's seller's permit or certificate of registration as described in subdivision (a) of PCC Section 10295.1.

53. EXPATRIATE CORPORATIONS: Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of PCC Section 10286 and 10286.1, and is eligible to contract with the State.

54. DOMESTIC PARTNERS: For contracts over $100,000 executed or amended after January 1, 2007, the Contractor certifies that the Contractor is in compliance with Public Contract Code section 10295.3.

55. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING REQUIREMENTS:
a. If for this Contract the Contractor made a commitment to achieve small business participation, then the Department requires the Contractor upon completion of this Contract (or within such other time period as may be specified elsewhere in this Contract) to report the actual percentage of small business participation that was achieved. (Govt. Code § 14841) b. If for this Contract the Contractor made a commitment to achieve the disabled veteran business enterprise (DVBE) participation goal, then, pursuant to Mil. & Vets. Code § 999.5(d), upon completion of this Contract, the Department requires the Contractor to certify using the Prime Contractor’s Certification – DVBE Subcontracting Report (STD 817), all of the following:
i. the total amount the prime Contractor received under the Contract; ii. the name, address, Contract number and certification ID number of #8..
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DGS PD-401 NON-IT GOODS (REVISED AND EFFECTIVE 6/21/22) GENERAL PROVISIONS – NON-INFORMATION TECHNOLOGY
GOODS

the DVBE(s) that participated in the performance of this Contract; iii. the amount and percentage of work the prime Contractor committed to provide to one or more DVBE(s) under the
requirements of the Contract and the total payment each DVBE received from the prime Contractor;
iv. that all payments under the Contract have been made to the DVBE(s); and v. the actual percentage of DVBE participation that was achieved.

Upon request, the prime Contractor shall provide proof of payment for the work.

If for this Contract the Contractor made a commitment to achieve the DVBE participation goal, the Department will withhold $10,000 from the final payment, or the full final payment if less than $10,000, until the Contractor complies with the certification requirements above. A Contractor that fails to comply with the certification requirement shall, after written notice, be allowed to cure the defect.

Notwithstanding any other law, if, after at least 15 calendar days but not more than 30 calendar days from the date of written notice, the prime contractor refuses to comply with the certification requirements, the Department shall permanently deduct $10,000 from the final payment, or the full payment if less than $10,000. (Mil. & Vets. Code § 999.7)
A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code § 14841)
Contractor agrees to comply with the rules, regulations, ordinances, and statutes that apply to the DVBE program as defined in Section 999 of the Mil. & Vets. Code, including, but not limited to, the requirements of Section 999.5(d). (PCC Code § 10230)

56. LOSS LEADER: It is unlawful for any person engaged in business within this state to sell or use any article or product as a "loss leader" as defined in Section 17030 of the Business and Professions Code. (PCC 10302(b).).

57. EXECUTIVE ORDER N-6-22-RUSSIA SANCTIONS: The Contractor shall comply with Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this #8..
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DGS PD-401 NON-IT GOODS (REVISED AND EFFECTIVE 6/21/22) GENERAL PROVISIONS – NON-INFORMATION TECHNOLOGY
GOODS

agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State. #8..
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STATE OF CALIFORNIA
DEPARTMENT OF GENERAL SERVICES – PROCUREMENT DIVISION

SCOPE OF WORK
Emergency Sleeping Cabins
CONTRACT 1-23-54-01C
October 31, 2023
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01C
Exhibit A
2 Table of Contents

1. Scope.................................................................................................................................................. 4

1.1 Contract Usage ............................................................................................................................ 4

1.2 Contract Items.............................................................................................................................. 4

1.2.1 Contract Products................................................................................................................. 4

1.2.2 Warranty................................................................................................................................. 4

1.2.3 Non-Core Replacement Parts............................................................................................... 4

1.2.4 Pricing.................................................................................................................................... 5

1.3 Contract Requirements ............................................................................................................... 5

1.3.1 State Contract Administrator (M)......................................................................................... 5

1.3.2 Contractor Contract Manager (M) ........................................................................................ 5

1.3.3 Customer Service (M) ........................................................................................................... 5

1.3.4 Promotional Materials (M)..................................................................................................... 5

1.3.5 Product Substitutions/Discontinued Items (M)................................................................... 5

1.3.6 Price Adjustments (M) .......................................................................................................... 5

1.3.7 Price Declines........................................................................................................................ 6

1.3.8 Order Acceptance (M)........................................................................................................... 7

1.3.9 Purchase Execution (M)........................................................................................................ 7

1.3.10 Minimum Order (M) ............................................................................................................... 7

1.3.11 Ordering Methods (M)........................................................................................................... 7

1.3.12 Order Acknowledgement (M)................................................................................................ 7

1.3.13 Free on Board (F.O.B) Destination (M) ................................................................................ 8

1.3.14 Delivery Locations (M).......................................................................................................... 8

1.3.15 Secure Grounds Delivery (M) ............................................................................................... 8

1.3.16 Delivery Schedules (M)......................................................................................................... 8

1.3.17 Packing Information (M) ....................................................................................................... 8

1.3.18 Pallets (M) .............................................................................................................................. 9

1.3.19 Inspection and Acceptance (M)............................................................................................ 9

1.3.20 Training (M)............................................................................................................................ 9

1.3.21 Product Recall Procedures (M) ............................................................................................ 9

1.3.22 Invoicing (M) .......................................................................................................................... 9

1.3.23 Payments (M)......................................................................................................................... 9

1.3.23.1State Financial Marketplace (M) .......................................................................................... 9 #8..
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01C
Exhibit A
3 1.3.24 Reporting (M)........................................................................................................................10

1.3.24.1Contract Usage Report (M) .................................................................................................10

1.3.24.2Local Governmental Agencies Incentive Fee (M)..............................................................11

1.3.24.3TACPA Monthly Performance Reports of Labor Hours....................................................12

1.3.24.4Aging Debt Report (M).........................................................................................................12

1.3.24.5Ad Hoc Reporting (M)..........................................................................................................12

1.3.25 Insurance Requirements (M) ...............................................................................................13

1.3.26 Problem Resolution (M).......................................................................................................13 #8..
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01C
Exhibit A
4 1. Scope
Contractor shall provide Emergency Sleeping Cabins to the California Department of General Services, Real Estate Services Division (DGS-RESD). The contract will also be available for use by other state departments and local governmental agencies in accordance with Section 1.1, Contract Usage. Emergency Sleeping Cabins will be ordered as needed at the discretion of the ordering agency and will be identified on the purchase document.

The term of this contract is through August 30, 2026, with two (2) additional one (1) year extension options or portion thereof. All terms and conditions will remain the same for the entire contract period including any extension periods. Contractor shall be the primary point of contact for customer service, data collection, reporting, and distribution.

The use of this contract is mandatory for all State departments except in cases of emergency as defined in Public Contract Code (PCC), Section 1102.

1.1Contract Usage
Orders shall only be accepted from DGS-RESD for the first 150 calendar days after contract award, or until the DGS-RESD orders are complete, whichever occurs first. Contractor may fulfill orders from ordering agencies other than DGS-RESD prior to the first 150 days upon approval by the Department of General Services, Procurement Division (DGS-PD) Contract Administrator.

1.2Contract Items

1.2.1 Contract Products
Contractor is required to provide Emergency Sleeping Cabins, Storage, and Non-Core Replacement Parts in compliance with Exhibit A1, State of California Specifications. Specific emergency cabin types available under this contract are identified on Exhibit B, Contract Pricing.

1.2.2 Warranty
Contractor shall provide a 3-year warranty term as described in Exhibit A1, State of California Specifications. Modifications made by a duly licensed contractor shall not void the warranty.

When Emergency Sleeping Cabins are purchased by the State on behalf of local agencies, the warranty shall transfer in full force and effect to the local city or county jurisdiction after the State completes purchase and installation of the Emergency Sleeping Cabins. State will provide written notice to Contractor verifying transfer of any Emergency Sleeping Cabin to local city or county jurisdiction.

1.2.3 Non-Core Replacement Parts
Non-core items are replacement parts and accessory items for Emergency Sleeping Cabins included in this contract. All parts and accessories offered as a non-core item must meet or exceed the Exhibit A1, State of California Specifications requirement and be offered at the discount provided in Exhibit B, Contract Pricing.
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01C
Exhibit A
5 1.2.4 Pricing
This contract contains two (2) price structures. Pricing for all core line items, including Emergency Sleeping Cabins and storage, is fixed for the contract term unless a price increase is granted. Replacement parts and accessories are non-core items available for purchase at the discount off list price listed on Exhibit B – Contract Pricing.

1.3Contract Requirements

1.3.1 State Contract Administrator (M)
The State Contract Administrator will be the contact person throughout the life of the contract, unless modified by contract supplement. Any modifications to the requirements contained in the contract may only be authorized by the State Contract Administrator or his/her designee through contract supplement.

1.3.2 Contractor Contract Manager (M)
The Contractor will assign a Contract Manager for contract management purposes. The Contract Manager will be the contact person throughout the life of the contract, unless modified by contract supplement. Contractor must immediately notify the State Contract Administrator of changes to the Contract Manager. The Contract Manager must be authorized to make decisions on behalf of the Contractor.

1.3.3 Customer Service (M)
The Contractor will have a customer service unit that supports this contract. The customer service unit shall provide office and personnel resources for responding to inquiries, including telephone and email coverage weekdays during the hours of 8:00 AM through 5:00 PM (PT).

1.3.4 Promotional Materials (M)
All promotional materials or press releases referencing the contract shall be submitted to the State Contract Administrator for review and DGS approval prior to release.

1.3.5 Product Substitutions/Discontinued Items (M)
Products listed on Exhibit B, Contract Pricing must be available for the entire contract term.

If, during the contract term, specific contract line items are no longer available, Contractor may propose substitute product that either meets or exceeds the minimum requirements.

Product substitution shall be in accordance with the General Provisions (rev 6/21/2022), Article 15/16 titled “Substitutions”.

1.3.6 Price Adjustments (M)
All prices shall be firm fixed for the contract term, including any optional year extensions, unless a price adjustment is granted.

A. Frequency/Guidelines:

Price adjustments will only be acknowledged in accordance with the following guidelines:

1. Price adjustments will not be made during the first twelve (12) months of the contract term.
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01C
Exhibit A
6 2. If a price adjustment is granted, requests for another price adjustment will not be accepted for a period of twelve (12) months from the last approved price adjustment effective date.

3. Price adjustment requests must include substantiating documentation that supports the requested price adjustment as defined in section B.2 below.

4. Price adjustments may only be requested when the cost of finished products based on invoices from the OEM and/or component suppliers has increased no less than three (3) percent.

5. No price increase/decrease shall apply to quantities ordered from the contract prior to the effective date of the price adjustment. No retroactive contract price adjustments will be allowed.

6. An exemption to these frequency/guidelines may be requested should unusual circumstances occur, in which case substantiating documentation will be required.

7. The State reserves the right to decrease prices in the same manner as price increase adjustments.

B. Processing a Price Adjustment:

1. Any price adjustment request must be in writing and must be received thirty (30) calendar days prior to the requested adjustment date.

2. Price adjustment requests must include:
a. A copy of the appropriate documentation identified above illustrating the relevant percent increase/decrease.
b. An Excel spreadsheet detailing the requested adjustment to the contract line item(s). The spreadsheet should include the CLIN, current State Contract Price, percent increase/decrease requested, and adjusted State Contract Price for each contract line item.

3. The price adjustment, if accepted, will be effective upon publication of Contract User Instructions supplement by the State.

Upon receipt of a price increase request, the State reserves the right to:
a. Accept the adjustment as competitive with the general market price at that time; or
b. Negotiate proposed price adjustments. Note: The State will notify the Contractor, in writing, its desire to negotiate; or
c. Deny the adjustment request and continue with current State contract prices; or d. Cancel the contract without prejudice, effective upon written notice from the State.

If negotiations fail to produce any agreement, the State reserves the right to exercise Options c or d with an effective date no later than ten (10) working days after unsuccessful negotiation.

1.3.7 Price Declines
The Contractor shall immediately notify the State Contract Administrator of all manufacturer’s price declines and ordering agencies shall receive full benefit of such declines. #8..
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01C
Exhibit A
7 1.3.8 Order Acceptance (M)
The Contractor shall only accept orders from DGS-RESD for the first 150 calendar days of contract award. Following that period, the Contractor shall accept orders from any State department or local governmental agency.

The Contractor shall not accept purchase documents for this contract that:
• Are incomplete
• Contain non-contract items or items outside the scope of the contract • Contain non-contract terms and conditions
The Contractor must not refuse to accept orders from any State department or local governmental agency for any other reason without written authorization from the State Contract Administrator.

1.3.9 Purchase Execution (M)
Ordering agencies will submit orders directly to the Contractor using one of the ordering methods listed in Section 1.3.11, Ordering Methods.

State department orders will be submitted using a Purchasing Authority Purchase Order (Std. 65) or using the Fi$Cal Purchase Order process.

Local governmental agencies may submit orders on their own purchase document directly to the Contractor using one of the ordering methods listed in Section 1.3.11, Ordering Methods.

1.3.10 Minimum Order (M)
The minimum order is one (1) Emergency Sleeping Cabin. Parts and accessories may only be purchased as standalone items for use on Emergency Sleeping Cabins previously purchased from the contract.

1.3.11 Ordering Methods (M)
The Contractor shall accept orders through the following methods:
• Facsimile – A facsimile number to be used by ordering agencies for placing orders is to be in place before the commencement of this contract. Facsimile orders must be accepted between the hours of 8:00 AM and 5:00 PM (PT), Monday through Friday. • Mail – Contractor must have the capability to receive orders by mail in place before the commencement of this contract.
• Email – An email address to be used by ordering agencies for placing orders is to be established before the commencement of this contract.

1.3.12 Order Acknowledgement (M)
The Contractor must provide ordering agencies with an order receipt acknowledgment through e-mail or facsimile within two (2) business day after receipt of the purchase order.

The acknowledgement will include:
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01C
Exhibit A
8 • Contractor’s Order Number
• Ordering Agency Name
• Purchase Order Number
• Description of Goods
• Total Cost
• Anticipated Delivery Date
• Identification of any Out of Stock/Discontinued Items • Identification of any delivery delays

1.3.13 Free on Board (F.O.B) Destination (M)
All prices offered shall be F.O.B. destination, freight prepaid by the Contractor, to the ordering agency’s final receiving point. Responsibility and liability for loss or damage for all orders shall remain with the Contractor until final inspection and acceptance, when all responsibility shall pass to the ordering agency, except the responsibility for latent defects, fraud, and the warranty obligations.

1.3.14 Delivery Locations (M)
Deliveries are to be made to the location specified on the individual order and may include any locations within the State of California.

Contractor is requested to make deliveries in Los Angeles County, Orange County, San Bernardino Metropolitan Area and San Diego Metropolitan Area during off-peak hours. Offpeak hours are 10:00AM to 4:00PM PT.

1.3.15 Secure Grounds Delivery (M)
Deliveries may be made to locations inside secure grounds that require prior clearances or special entry procedures to be followed for delivery drivers.

Security procedures may vary from facility to facility. The Contractor will be responsible for contacting the secure location for security procedures, hours of operation for deliveries and service, dress code, and other rules of delivery.

Deliveries that are delayed due to drivers not being cleared to enter secure grounds may be cause for contract default.

1.3.16 Delivery Schedules (M)
Delivery of ordered product shall be completed in accordance with Exhibit A1, State of California Specifications, Section 3.1, Delivery.

1.3.17 Packing Information (M)
All shipments must comply with Non-IT General Provisions (rev 6/21/2022) Article 12 titled “Packing and Shipment.”
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01C
Exhibit A
9 1.3.18 Pallets (M)
Unless otherwise specified on the ordering agency’s purchase order document, standard commercially available pallet sizes should be used. Pallet sizes may vary according to the product size. All pallets shall be of sturdy construction and adequate condition to assure delivery of the goods without damage or safety hazards.

Exchange pallets may be available; however, the State assumes no responsibility for the availability to exchange pallets. Delivery drivers shall not remove more pallets from the location than delivering at time of delivery.

1.3.19 Inspection and Acceptance (M)
Inspection and acceptance shall be in accordance with the Non-IT General Provisions, (Rev. 6/21/22), Article17 titled Inspection, Acceptance and Rejection.

1.3.20 Training (M)
Contractor shall provide installation training as described in Exhibit A1, State of California Specifications, Section 3.2, Training.

1.3.21 Product Recall Procedures (M)
The Contractor shall provide recall notification, regardless of level, in writing to the State Contract Administrator and each applicable ordering agency through the most expedient method possible. The notices, at a minimum, shall include a complete product description and/or identification, contract number, delivery order number and disposition instructions.

The Contractor shall pick up, test, destroy, or return recalled products to the manufacturer at no expense to the ordering agency. The Contractor shall issue replacement of product or credit for any product removed or recalled. Each ordering agency shall accept either replacement product or credit in exchange for recalled/removed products.

1.3.22 Invoicing (M)
Invoices shall be submitted to the ordering agencies within seven (7) calendar days from date of delivery.

Ordering agencies may require separate invoicing, as specified by each ordering agency.

1.3.23 Payments (M)
State departments and local government agencies may pay by check or electronic funds transfer. Payments are to be made in accordance with the Non-IT General Provisions (Rev. 6/21/22), Article 30 titled Required Payment Date.

1.3.23.1State Financial Marketplace (M)
The State reserves the right to select the form of payment for all procurements, be it either an outright purchase with payment rendered directly by the State, or a financing (using GS $Mart) or operating lease (using Lease $Mart) via the State Financial Marketplace (GS $Mart and/or Lease $Mart). If payment is via the financial marketplace, the Contractor will invoice the State and the State will #8..
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01C
Exhibit A
10 approve the invoice and the selected Lender/Lessor will pay the Contractor on behalf of the State for all product listed on the State's procurement document.

1.3.24 Reporting (M)
During the contract period, the Contractor is required to submit the reports outlined in this section on a monthly basis. Report templates will be provided to the Contractor upon contract award.

Reports shall be provided to the State Contract Administrator, in Excel format only via email or U.S. Mail on a USB, by the 15th day following the ending of the reporting period (previous calendar month).

Reports are required every month, including months of no new activity.

1.3.24.1 Contract Usage Report (M)
The Contract Usage Report shall detail all invoiced purchases against the contract by both State and local governmental agencies during the specified reporting period.

The report will contain the following elements:
• Ordering Agency Name
• State or Local Agency
Identifier
• Purchasing Authority
Number (for State
Departments)
• Agency Billing Code
• Purchase Order Number
• Purchase Order Date
• Delivery Date
• Contract Line Item
Number (CLIN)
• Manufacturer (OEM)
• Manufacturer Part #
(OEM #)
• SKU #/ID #
• Item Description
• Unit of Measure
• Quantity in Unit of Measure
• EPP (Y/N)
• Quantity
• List Price/MSRP
• Index Date/Catalog Version
• Contract Unit Price
• Contract Discount
• Extended Contract Price Paid
• Core/Non-Core
• Group ID/Segment ID
• Total Local Usage
• Total Incentive Fee
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01C
Exhibit A
11 1.3.24.2 Local Governmental Agencies Incentive Fee (M) For all local government agency transactions invoiced against the contract, the Contractor will be required to remit to the DGS Procurement Division an Incentive Fee of an amount equal to 1.25 percent of the total purchase order amount, excluding taxes and freight.

Local government agencies include cities, counties, and special districts empowered to expend public funds (PCC section 10298). Local government agencies also include California non-executive branch departments including the University of California and California State University.

This Incentive Fee shall not be included in the agency’s purchase price, nor invoiced or charged to the ordering agency. All prices quoted to local governmental agency customers shall reflect State contract pricing, including any and all applicable discounts, and shall include no other addon fees. Payment by the Contractor shall be made monthly to DGS-PD irrespective of payment of invoice by each ordering agency.

Contractor shall submit a payment to the Department of General Services for an amount equal to 1.25 percent of the total local government agency sales for the monthly reporting period less freight, taxes, returned products and credits. (Example, if the net local governmental agency sales for a month totals $100,000.00, the incentive fee due to DGS-PD would be $1,250.00.)
Failure to submit correct reports and payments on a timely basis shall constitute grounds for default of this contract. Reports and payments are due for the reporting period by the 15th day of the next month in a format to be prescribed by the DGS-PD. (Note: If the due date is on a Saturday or Sunday, the due date will be the Monday following.)
Payment may be made in the form of an electronic payment using PD EPAY or by submitting a check payable to the State of California, Department of General Services. Along with each payment, a Contract Usage Report, filtered in Excel to include only local government agency sales, shall be submitted to the State Contract Administrator. The Contract Usage Report requirements are specified in Section 1.3.24.1, Contract Usage Report.

To submit Incentive Fees through PD EPAY, users must register on the DGS-PD LPA Payment Portal.

Incentive Fee payments made by check shall be submitted to the following address:
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01C
Exhibit A
12 Department of General Services
Procurement Division
Contracts Management Unit
707 Third Street, 2nd Floor
West Sacramento, CA 95605
If a Contractor holds multiple contracts, the Contractor may submit one (1) check per month covering the DGS-PD incentive fee for the total of all local governmental agency purchases. In this case, a separate report is still required for each contract and a list of the total local governmental agency sales for each contract must be included with the check.

1.3.24.3 TACPA Monthly Performance Reports of Labor Hours The requirement to provide the TACPA Monthly Performance Report of Labor Hours is a mandatory contract requirement that demonstrates your company is being a responsible supplier to the State of California. The required reports shall be submitted to the Dispute Resolution Unit (DRU) at [email protected] no later than the 15th day of each proceeding month, during the contract period. If the State does not receive the required reports by the required due date, it may impact future contract awards to your company.

1.3.24.4 Aging Debt Report (M)
The Aging Debt Report must contain the outstanding invoices by State Department for the specified reporting period.

The report will contain the following elements:
• Department Name
• Total Current Debt
• Status of Debt:
• Within Terms
• Over Terms and Within 45 calendar days
• 46-60 calendar days
• 61-90 calendar days
• 91-120 calendar days
• Over 120 calendar days

1.3.24.5 Ad Hoc Reporting (M)
The Contractor shall have the ability to provide ad hoc reporting capabilities at no cost to the State. The Contractor shall permit and provide access to all data that pertains to any procurement action taken by an ordering agency or the State as a whole. The State or ordering agency may make copies of procurement data in any form and the use of such data shall not be restricted.
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01C
Exhibit A
13 Dependent on future reporting requirements, the State may ask that certain reports become standard and be delivered to the State on a monthly or quarterly basis.

The State reserves the right to request any additional data elements, as deemed necessary, to the reports listed in this section.

1.3.25 Insurance Requirements (M)
The Contractor must maintain in force applicable insurance in accordance with the Non-IT General Provisions (rev 06/21/2022), Article 21 titled “Insurance”.

1.3.26 Problem Resolution (M)
Ordering agencies and/or Contractor shall inform the State Contract Administrator of any technical or contractual difficulties encountered during contract performance in a timely manner. This includes and is not limited to informal disputes, Contractor performance, outstanding deliveries, etc. If the State determines a Cure Notice is required in accordance with the Non-IT General Provisions, (Rev. 6/21/22), Article

24. Termination for Default, Contractor will be provided with a reasonable opportunity to cure identified performance issues.

This Scope of Work addresses key aspects of the contract requirements. It does not relieve Contractor’s obligation to adhere to all terms, conditions, and requirements of RFP Event ID 0000027281 and associated exhibits.
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 1 000000000011853
SECTION 13 34 23.01

FABRICATED EMERGENCY SLEEPING CABINS
PART 1 - GENERAL

1.1 SUMMARY – EMERGENCY SLEEPING CABINS
A. Section includes fabricated Emergency Sleeping Cabin building, with associated fixtures and accessories, to comply with 2022 California Building Code (CBC) Appendix P – Emergency Housing.

1. Any cabin(s) proposed as emergency sleeping cabins under this RFP are not subject to California Department of Housing and Community Development (HCD) regulation as Factory-Built Housing (FBH).

2. Proposed cabins that are intermodal shipping container conversions must also comply with CBC Section 3115. Per Part 1.1.A.1 above, CBC Section 3115.1 Exception 5 does not apply.

1.2 INTENTIONALLY LEFT BLANK

1.3 QUALITY CONTROL
A. General:

1. Contractor must ensure each item conforms to the contract requirements.

2. Contractor must perform and document verifications of quality during fabrication that are traceable to the item verified after fabrication.

B. Quality Assurance: The ordering agency reserves the right to perform inspections on a random or full-time basis.

1. The ordering agency may conduct any inspections and tests on any fabrication, welding or paint coating activities. Contractor must provide access to all fabrication activities at all times.

2. The ordering agency reserves the right to hold all shipping releases until all deficiencies are corrected.

3. Third Party Inspections: The ordering agency reserves the right to install independent third party inspectors in Contractor’s or its subcontractors’/suppliers’ facilities during the production work.
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 2 000000000011853

1.4 WARRANTY
A. Special Warranty: Contractor agrees to replace any building, or building component, that fails in materials or workmanship within specified warranty period.

1. Warranty Period: 1 year from date of delivery to the project location.

2. Shipping charges for replacement parts or the return of defective product will be at the expense of the Contractor.

B. Systematic Failures

1. Failure of more than five cabins or 10% of the cabins delivered under a Purchase Order, whichever is greater, or failure of a similar number of a particular cabin component, shall be deemed a systematic failure.

2. Failure of more than 12 cabins or 25% of the cabins delivered under a Purchase Order, whichever is greater, or failure of more than 25% of a particular cabin component, shall be deemed a gross systematic failure.

3. In the event of a systematic failure, the Contractor shall, at no additional cost to the State or ordering agency, engage a contractor appropriately licensed by the California State Contractor’s Licensing Board to replace all failed components for the duration of the warranty period.

4. In the event of gross systematic failure and at the request of the ordering agency, the Contractor shall, at no additional cost to the State or ordering agency, replace 100% of the type of cabins or cabin components that exhibited failure, whether or not the balance of that 100% has failed yet. Contractor shall be responsible for shipping of failed cabins or cabin component types back to Contractor’s location, and for shipping of replacement cabins or cabin components to the ordering agency.

PART 2 - PRODUCTS

2.1 PERFORMANCE REQUIREMENTS
A. Structural Performance: Emergency Sleeping Cabins shall withstand the following loads and stresses within limits and under conditions indicated according to CBC Appendix P, Section P104.2:

1. Floor Live Loads: Not less than 40 pounds per square foot of floor area.

2. Horizontal Live Loads: Not less than 15 pounds per square foot of vertical wall and roof area.

3. Roof Live Loads: Not less than 20 pounds per square foot of horizontal roof area.

B. Thermal Movements: Allow for thermal movements from ambient and surface temperature changes.

1. Temperature Change (Range): 125 deg F, ambient; 180 deg F, material surfaces. #8..
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 3 000000000011853
C. Electrical Components, Devices, and Accessories:

1. Listed and labeled as defined in California Electrical Code, by a qualified testing agency, and marked for intended location and application.

2. All electrical equipment shall operate on 120V or 208V circuits.

D. Accessibility Requirements: Comply with applicable provisions in the 2010 Americans with Disabilities Act Standards (ADAS) and 2022 CBC Chapter 11B, including but not limited to the following requirements for all cabins:

1. Provide an accessible route through the primary entry door adjoining or overlapping required clear floor spaces per CBC Section 11B-809.7.

2. Floor surfaces shall comply with CBC Section 11B-302.

3. Doors shall comply with CBC Section 11B-809.8.

4. Electrical receptacles, controls, and switches shall comply with CBC Section 11B809.12.

E. Provide a window adjacent to and on the same wall as the door or provide a peephole or window in the door. The peephole or window must allow 180-degree view of the outside and be no more than 43” above the finished floor.

F. Security and Egress Requirements:

1. Emergency sleeping cabins must be provided with at least two forms of egress placed remotely from each other. One form of egress may be an egress window complying with CBC Section P104.4.1.

2. Provide locks at all doors and windows.

G. Mechanical Requirements:

1. Provide a thermostatically controlled air conditioner and heater with calculated heating and cooling capacity to maintain the following conditions:
a. Ambient dry bulb temperature (summer/winter): 112°F / 21°F b. Design cooling setpoint: 75°F
c. Design heating setpoint: 68°F

2. Provide mechanical or natural ventilation according to CMC Section 405.0.

2.2 CABIN CONSTRUCTION MATERIALS AND FEATURES
A. General: Fabricate the building from an integrated set of mutually dependent components.

1. The components may be assembled in a factory or may be assembled on the Project site. Factory assembled structures must be complete and ready for installation on the Project site without additional components.

2. Site-assembled cabins shall be capable of being manually disassembled, storable and reusable at other locations as needed.
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 4 000000000011853

3. Sleeping cabins shall be capable of being erected, installed, dismantled, and rebuilt by State or partner agency personnel without the need for extensive training and/or impact on the product warranty.

4. Sleeping cabins that are assembled on a project site, upon assembly, must be complete and ready for installation without additional components.

B. Building Style and Geometry:

1. Interior floor area per structure:
a. Single-occupancy cabins: Minimum 70 square feet, maximum 400 square feet.
b. Double-occupancy cabins: Minimum 120 square feet, maximum 400 square feet.

2. Floor not less than 7’ in the smallest direction.

3. Minimum ceiling height 6’-8”.

C. Building System: Provide a complete, integrated set of mutually dependent components and assemblies that form a building system capable of withstanding structural and other loads, thermally induced movement, and exposure to weather without failure or infiltration of water into building interior.

D. Structural Foundation Connection: Provide means to anchor the building to a concrete pad or other foundation system recommended by the structural engineer. Minimum of four anchorage points, one at each corner.

E. Doors: Exterior Swinging Door:

1. Door shall have a maximum area-weighted U-value of 0.20.

2. Provide latchset with lever handle and removable cylinder capable of being master keyed. Latchset must be capable of being replaced with numeric keypad lock.

3. Hinges: not fewer than the number recommended by the door manufacturer for application indicated or one hinge for every 30 inches of door height, whichever is more stringent.

4. Provide kick plate on push side of door.

5. Perimeter Gasket: Gaskets meeting BHMA A156.22, or pre-hung doors with NFRC label showing Air Leakage rate of ≤0.3; with resilient or flexible seal strips that are easily replaceable and readily available from stocks maintained by manufacturer.

6. Provide weather seal between door bottom and threshold.

7. Emergency escape doors shall comply with the above requirements except that a kick plate, exterior lever and cylinder are not required.

F. Windows: At least two residential, operable dual-pane windows glazed with clear insulating glass. Maximum total window area is 20% of total interior floor area.

1. Framing material shall be rust-resistant.

2. Window assemblies (including framing, glazing, and glazing stops or sealants) shall have a maximum area-weighted U-value of 0.30.
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 5 000000000011853

3. Glazing shall have a maximum solar heat gain coefficient (SHGC) of 0.23.

G. Wall Panel Assembly: Assembly consisting of smooth, impervious, durable exterior and interior face panels.

1. For interior separation wall information, refer to Part 8, 8.1.C.3.

H. Floor Materials: Resilient slip-resistant flooring with welded seams or no seams, waterproof and easily cleanable (with just soap and water, no special cleaners or equipment required).

I. Electrical Power Distribution:

1. Provide and install an electrical load center.
a. Electrical load center shall be UL listed, 120/208 volts AC, 1-phase, 3-wire, minimum 10,000-amperes symmetrical short-circuit interrupting current rating, with 100-amperes rated copper bus.
b. Location of load center shall be in full compliance with California Electric Code (CEC)
c. Load center shall be convertible to top or bottom feed (depending on its application), listed as service entrance rated equipment with ground bar, complete with 40-amperes minimum, 2-pole main circuit breaker, and door lock with keys (all such locks to be keyed alike).
d. Load center shall have minimum of 8 spaces complete with circuit breakers. e. Branch circuit breakers pole and trip shall be sized properly to protect the electrical equipment or devices connected to it. All circuit breakers shall be UL 489 listed type circuit breaker.

2. Provide minimum one convenience power receptacle.
a. Provide and install a UL listed, tamper resistant, 20-amperes, 120-volts, dual-function AFCI/GFCI type receptacle for the first receptacle in the plugload circuit. b. Additional convenience receptacle(s) shall be connected to the load side of the dual-function AFCI/GFCI type receptacle. Receptacle(s) downstream of the AFCI/GFCI type receptacle shall be standard tamper resistant, UL listed NEMA 5-20R type receptacles and shall be clearly marked “AFCI/GFCI Protected”.
c. Install 2 plus ground, all #12 AWG (minimum) conductors for plug-load circuit.
d. Branch circuit breaker protecting the plug-load circuit shall be 20-amperes, 120-volts, 1-pole.

J. Lighting Fixtures:

1. Provide a vandal-resistant interior LED light fixture, providing an average of 10 foot-candles at 30 inches above finished floor, color temperature 3000K.

2. Provide single-pole switches mounted adjacent to door to control interior and exterior lighting fixture.
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 6 000000000011853

3. Provide a vandal-resistant weatherproof exterior full cutoff LED porch fixture with integral photoelectric cell, color temperature 3000K.

K. Provide and install combination smoke and carbon monoxide detector with included interface module for communicating with a Fire Alarm Control Panel, complying with California Residential Code Sections R314 and R315. Smoke detector shall be listed by the California State Fire Marshal.

L. For Carbon Monoxide requirement, refer to Part 2, 2.2.K M. Mechanical Systems and Ventilation

1. Cabin to have a through-the-wall air conditioner and electric resistance heater.

2. Provide either natural or mechanical ventilation.
a. Mechanical ventilation shall comply with California Energy Code Section 150.0(o).

N. Building ID

1. Provide a cabin ID number sign with visual and tactile characters and Braille, complying with CBC Sections 11B-703.1 through 11B-703.5.

2. Cabin ID numbers shall be sequential at each site. The number range will be provided by the ordering agency.

3. Cabin ID number signs shall be field-installed by the ordering agency.

O. Furniture

1. Provide a furnishing package compatible with emergency sleeping cabin units. a. All furnishing items shall easily fit assembled through designed emergency sleeping cabin unit door openings.
b. All furnishings shall be heavy duty (institutional grade).

2. Furnishing package shall include the following:
a. Heavy duty metal bed frame, powder coated finish.
1) Minimum frame dimensions shall be sufficient to support the mattress. 2) Bed pan (base of mattress) shall be 15½” to 18½” above finished floor (top of mattress elevation shall be 20” to 23” above finished floor). 3) Weight capacity shall be minimum 500 lbs.
4) For double occupancy unit requirements, refer to Part 8. b. Flame resistant waterproof sealed mattress suitable for heavy duty metal bed frame. Mattress shall comply with California Department of Consumer Affairs, Bureau of Home Furnishings and Thermal Insulation Technical Bulletin 129.
1) Mattress dimensions shall be 30” to 38” wide, minimum 75” long, and minimum 4½” thick.
2) Mattress shall be wipeable for cleaning with soap and water. c. Metal shelf or shelving for personal items, min. 3 lineal feet of shelving x min. 8” deep.
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 7 000000000011853
1) Shelving shall have eased edges, with no sharp corners, and be capable of supporting 20 lbs. per lineal foot.
2) Shelving in mobility-accessible units shall be capable of being mounted adjacent to a 30” x 48” clear floor space, at a height of 15” minimum to 44” maximum.
d. Heavy duty metal student desk, powder coated finish. 1) Minimum dimensions shall be 36” wide.
2) Height shall be between 28” minimum and 34” maximum. 3) Depth shall be between 20” minimum and 25” maximum.
4) Desk shall have top, sides and reinforced back panel, without drawers or other obstructions within clear knee space.
5) Desktop may be powder-coated steel or minimum ¾” thick plastic laminate.
e. For double-occupancy cabins, provide two complete furnishing packages.

2.3 REPLACEMENT PARTS
A. Ordering agencies may purchase additional replacement parts not covered under warranty or past the warranty period.

PART 3 - EXECUTION

3.1 DELIVERY
A. Contractor shall be responsible for all costs and insurance to ship products Free on Board (FOB) Destination.

1. Destination will be within the State of California and will be specified in the Purchase Order (PO).

2. Delivery date and time (which may be separate for cabins and furniture) shall be mutually agreed between Contractor and the ordering agency, and within the following timeframes unless extended by the ordering agency:
a. First PO, up to 50 cabins: within 90 days of the PO date. b. First PO, each 50 cabins beyond 50: within 30 days after prior shipment delivery date.
c. Subsequent POs: within 90 days of the PO date or 30 days per 50 cabins following any previous shipments, whichever is greater. d. If a contractor is unable to meet the above quantities and/or timelines, the ordering agency may either order a portion of the quantity needed, or order the full quantity needed from another awarded contractor instead. #8..
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 8 000000000011853
e. If a contractor and ordering agency are unable to agree on a delivery schedule, the ordering agency may order instead from another awarded contractor.
f. Upon request from the ordering agency, Contractor shall store products beyond the originally agreed delivery date, until the ordering agency is ready to accept delivery and may bill for such additional storage. The storage fees on Exhibit B, Contract Pricing, include the monthly storage fees for up to fifty (50) units per month. Storage of units is not to exceed 90 calendar days.

3. Each PO delivery shall include self-assembly manuals and tool kit for installation.

4. The ordering agency will offload cabin components.

5. If components are delivered in shipping containers, Contractor will be responsible for arranging pickup of the shipping container after it is unloaded.

6. Replacement of a defective product must be delivered within 30 calendar days of the original delivery, or a full refund is warranted.

B. Cabin components must be packaged in complete units for outdoor storage.

C. The ordering agency is responsible for all on-site construction, assembly and installation.

D. Owner’s Manual and Repair Instructions, due within 30 calendar days after submittal of a PO: Include installation, maintenance and repair instructions.

3.2 TRAINING
A. Contractor shall provide training for the ordering agency’s installation contractor(s).

1. Training documentation shall be in printed and video formats. Training documentation (Training Manual and video) may be reproduced by the ordering agency.

2. Content: Training shall include a demonstration of a full cabin assembly, from start to finish.

3. Timing: Training materials shall be provided to the ordering agency within 30 calendar days after submittal of a PO.

4. Contractor must provide telephone support for installation questions up to one year after execution of the PO.

PART 4 - MOBILITY-ACCESSIBLE CABINS

4.1 MOBILITY-ACCESSIBLE CABINS
A. Mobility-Accessible Cabins shall meet all the standards, requirements, and documentation listed in Parts 1 through 3 (inclusive) and as noted below.

1. Interior floor area per structure:
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 9 000000000011853
a. Single-occupancy cabins: Minimum 70 square feet, maximum 400 square feet.
b. Double-occupancy cabins: Minimum 120 square feet, maximum 400 square feet.

B. Mobility-Accessible Cabins shall additionally meet the following:

1. This item was intentionally left blank.

2. Provide an accessible route and turning space in accordance with CBC Section 11B-809.2 within the unit.

3. Doors shall comply with CBC Section 11B-404.

4. Changes in level shall comply with CBC Section 11B-303.

5. Operable parts shall comply with CBC Section 11B-205, including but not limited to light switches, thermostats, electrical receptacles, fire extinguishers, door locks, and operable parts of mechanical units, but excluding windows per CBC Section 11B-229.

PART 5 - STANDARD CABIN WITH COMMUNICATION ACCESSIBLE FEATURES

5.1 STANDARD CABIN WITH COMMUNICATION ACCESSIBLE FEATURES A. Standard Cabins with Communication Accessible Features shall meet all the standards, requirements, and documentation listed in Parts 1 through 3 (inclusive) and as noted below.

1. Interior floor area per structure:
a. Single-occupancy cabins: Minimum 70 square feet, maximum 400 square feet.
b. Double-occupancy cabins: Minimum 120 square feet, maximum 400 square feet.

B. Standard Cabins with Communication Accessible Features shall additionally meet the following:

1. Provide visible carbon monoxide alarm signal complying with CBC Section 11B809.5.2.

2. Provide visible smoke alarm signal complying with CBC Section 11B-809.5.2.

3. Provide a hard-wired electric doorbell with push button outside the cabin entrance, and audible tone and visible signal inside the unit complying with CBC Section 11B-809.5.5.1.
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 10 000000000011853
PART 6 - NONCOMBUSTIBLE CABINS

6.1 NONCOMBUSTIBLE CABINS
A. For each cabin type identified (Standard Cabins, Mobility Accessible Cabins, and Standard Cabins with Communication Accessible Features, both single- and doubleoccupancy), the contractor may provide a Noncombustible Cabin option.

1. Noncombustible Standard Cabins shall meet all of the standards, requirements, and documentation in Parts 1 through 3 and shall meet all of the requirements in Part 6.1B.

2. Noncombustible Mobility Accessible Cabins shall meet all of the standards, requirements, and documentation in Parts 1 through 4, and shall meet all of the requirements in Part 6.1B.

3. Noncombustible Standard Cabins with Communication Accessible Features shall meet all of the standards, requirements, and documentation in Parts 1 through 3, Part 5, and shall meet all of the requirements in Part 6.1.B.

B. Additional requirements for Noncombustible Cabins:

1. Wall and roof assemblies shall consist of exterior face panels fabricated from concrete fiber siding, metal sheets or other noncombustible material.

2. Requirement removed.

3. Interior wall and ceiling surface materials shall comply with one of the following:
a. Class A in accordance with American Society for Testing and Materials (ASTM) E84 - Standard Test Method for Surface Burning Characteristics of Building Materials;
b. Class A in accordance with Underwriters Laboratories (UL) 723 - Standard for Safety for Test for Surface Burning Characteristics of Building Materials; or
c. Meet the National Fire Protection Association (NFPA) 286 - Standard Methods of Fire Tests for Evaluating Contribution of Wall and Ceiling Interior Finish to Room Fire Growth criteria in CBC Section 803.1.1.1.

4. Foam plastics shall not be used as interior finishes.

5. Where high-density polyethylene (HDPE) or polypropylene (PP) is used as an interior finish, it shall meet the NFPA 286 criteria in CBC Section 803.1.1.1.

6. Floor coverings shall be fire-resistive material complying with Class I or Class II in accordance with ASTM E648 or NFPA 253 - Standard Method of Test for Critical Radiant Flux of Floor Covering Systems Using a Radiant Heat Energy Source.

7. Other materials shall be permitted as described by CBC Section 603 Combustible Materials in Types I and II Construction, notwithstanding that the cabins are not Type I or Type II construction.
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 11 000000000011853
PART 7 - CABINS WITH BATHROOMS

7.1 CABINS – WITH BATHROOMS
A. For each cabin type identified (Standard Cabins, Mobility Accessible Cabins, and Standard Cabins with Communication Accessible Features, both single- and doubleoccupancy, whether noncombustible or not), the contractor may provide an Emergency Sleeping Cabin With Bathroom option.

1. Cabins With Bathrooms shall meet all of the standards, requirements, and documentation in Parts 1 through 3 and Part 7.1B, and if Noncombustible shall meet all of the requirements in Part 6.1B.

2. Mobility Accessible Cabins With Bathrooms shall meet all of the standards, requirements, and documentation in Parts 1 through 4 and Parts 7.1B and C, and if Noncombustible shall meet all of the requirements in Part 6.1B. In addition, Contractor shall provide two options for showers:
a. Mobility Accessible Cabins With Bathrooms and Transfer Type Showers shall meet the above requirements plus Part 7.1C.6.a below. b. Mobility Accessible Cabins With Bathrooms and Roll-In Type Showers shall meet the above requirements plus Part 7.1C.6.b below.

3. Cabins With Bathrooms And Communication Accessible Features shall meet all of the standards, requirements, and documentation in Parts 1 through 3, Part 5 and Part 7.1B, and if Noncombustible shall meet all of the requirements in Part 6.1.B.

B. Additional requirements for all Cabins With Bathrooms:

1. The bathroom shall be separated from the living/sleeping area by a wall and door.

The door shall be 24” wide minimum.

2. The bathroom shall contain a water closet, lavatory, shower, towel rack, mirror and toilet paper dispenser. The shower shall be provided with a soap dish.

3. The lavatory and shower shall be provided with hot water from one electric tankless water heater per bathroom or cabin.
a. Activation with 0.35 GPM, ASSE 1070 compliant with 104°F factory temperature setting. Minimum 55°F temperature rise at 1.5 GPM.

4. Provide interior piping to connect site water and sewer systems.

5. All plumbing fixtures, equipment, piping and appurtenances shall comply with the California Plumbing Code and CALGreen, as follows:
a. US EPA WaterSense specification tank-type toilet consuming 1.28 gallons or less of water per flush.
b. Metering lavatory faucet shall not deliver more than 0.2 gallons per cycle. c. Showerheads shall have a maximum flow rate of not more than 1.8 gallons per minute at 80 psi.

6. The bathroom shall have a tamper-resistant, damp-label LED light switched separately from that in the living/sleeping area and providing at an average of 30 footcandles of illumination at 30 inches above the finished floor. #8..
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 12 000000000011853

7. The bathroom shall be equipped with a ground-fault circuit interrupted (GFCI) receptacle adjacent to the lavatory.

8. The bathroom shall be provided with an exhaust fan complying with the California Mechanical Code Section 405.3.
a. Exhaust fan shall have the option of operating:
1) continuously at least 20 CFM (cubic feet per minute) and no more than 45 CFM, or
2) intermittently at least 50 and no more than 100 CFM.

9. Bathroom floor and wall finishes shall be impervious to water and easily cleanable.

All joints of plumbing fixtures, accessories, shower enclosures, walls and floors shall be sealed with mildew-resistant sealant.

C. Additional requirements for Mobility-Accessible Cabins With Bathrooms:

1. Bathrooms shall comply with CBC Section 11B-603.

2. Mirrors shall comply with CBC Section 11B-603.3.

3. Where coat hooks and shelves are provided, at least one of each shall comply with CBC Section 11B-603.4.

4. Water closets shall comply with CBC Section 11B-604.

5. Lavatories shall comply with CBC Section 11B-606.

6. Showers shall comply with CBC Section 11B-608.
a. Transfer type showers shall comply with CBC Section 11B-608.2.1. b. Roll-in type showers shall comply with either CBC Section 11B-608.2.2 or 11B-608.2.3.

PART 8 - DUPLEX CABINS

8.1 DUPLEX CABINS
A. A Duplex Cabin is a single structure with two sleeping units.

B. For each cabin type identified (Standard Cabins, Mobility Accessible Cabins, and Standard Cabins with Communication Accessible Features, both single- and doubleoccupancy, whether noncombustible or not, whether with bathrooms or not), the contractor may provide a Duplex Cabin option.

1. Duplex Standard Cabins shall meet all of the standards, requirements, and documentation in Parts 1 through 3 and shall meet all of the requirements in Part

8.1C.

2. Duplex Mobility Accessible Cabins shall meet all of the standards, requirements, and documentation in Parts 1 through 4, and shall meet all of the requirements in Part 8.1C.

3. Duplex Standard Cabins with Communication Accessible Features shall meet all of the standards, requirements, and documentation in Parts 1 through 3, Part 5, and shall meet all of the requirements in Part 8.1.C.
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 13 000000000011853

4. Duplex Cabins that are also non-combustible shall also meet all of the standards, requirements, and documentation in Part 6.

5. Duplex Cabins With Bathrooms shall also meet all of the standards, requirements, and documentation in Part 7.

C. Additional requirements for all Duplex Cabins: Except as otherwise noted below, the requirements of Part 2 apply to each of the two sleeping units within the structure.

1. Part 2.2B.1 - Interior floor area per sleeping unit:
a. Single-occupancy sleeping units: Minimum 70 square feet per unit. b. Double-occupancy sleeping units: Minimum 120 square feet per unit.

2. Part 2.2B.2 - Exterior footprint of structure: maximum 400 square feet.

3. Part 2.2G - Interior separation walls between sleeping units must be fire partitions with minimum 1-hour fire rating.
a. The two sleeping units shall be independent and may not have a door connecting them.

4. Part 2.2I – The Duplex Cabin may have a single load center that serves both sleeping units.

5. Part 2.2J.3 – A porch light shall be installed at each of the two doors.

6. Parts 2.2K and 2.2L – The combination smoke and carbon monoxide detectors in each sleeping unit shall be interconnected, so in the event of a smoke or carbon monoxide event in one sleeping unit, all the detector sounders in the cabin shall be activated.

7. Part 2.2N - Provide a Sleeping Unit ID sign with visual and tactile characters and Braille, complying with CBC Sections 11B-703.1 through 11B-703.5. a. Cabin ID numbers shall be sequential at each site; the sleeping units shall be letters “A” and “B”, appended to the Cabin ID number.

END OF SECTION 13 34 23.01
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Contract Line Item #
(CLIN) Commodity Description Manufacturer (OEM) SKU # / Item # Item Description Unit of Measure Contract Price 1 1-bed, Standard Cabin (base unit) US Polymers Inc BCULO0070NN030 Cube70 Each $12,500.00 2 1-bed, Mobility Accessible Cabin US Polymers Inc BCULO0070NN030 Cube70 Each $13,250.00 3 1-bed, Standard Cabin with Communication
Accessible Features US Polymers Inc BCULO0070NN030-c Cube70 Each $13,250.00 4 1-bed, Noncombustible Standard Cabin (base unit) US Polymers Inc BCULO0070NN030 Cube70 Each $12,500.00 5 1-bed, Noncombustible Mobility Accessible Cabin US Polymers Inc BCULO0070NN030 Cube70 Each $13,250.00 6 1-bed, Noncombustible Standard Cabin with
Communication Accessible Features US Polymers Inc BCULO0070NN030-c Cube70 Each $13,250.00 7 1-bed, Standard Cabin (base unit), with Restroom US Polymers Inc BCULS0070SN030 Cube70 Ensuite Each $28,500.00 8 1-bed, Mobility Accessible Cabin, with Restroom and
Transfer-Type Shower US Polymers Inc BCULS0070SA030 Cube70 Ensuite ADA Each $41,450.00 9 1-bed, Mobility Accessible Cabin, with Restroom and
Roll-In Shower US Polymers Inc BCULS0070SAR030 Cube70 Ensuite ADA-ROLL Each $42,450.00 10 1-bed, Standard Cabin with Communication
Accessible Features, with Restroom US Polymers Inc BCULS0070SN030-c Cube70 Ensuite Each $29,250.00 11 1-bed, Noncombustible Standard Cabin (base unit),
with Restroom US Polymers Inc BCULS0070SN030 Cube70 Ensuite Each $28,500.00 12 1-bed, Noncombustible Mobility Accessible Cabin,
with Restroom and Transfer-Type Shower US Polymers Inc BCULS0070SA030 Cube70 Ensuite ADA Each $41,450.00 13 1-bed, Noncombustible Mobility Accessible Cabin,
with Restroom and Roll-In Shower US Polymers Inc BCULS0070SAR030 Cube70 Ensuite ADA-ROLL Each $42,450.00 14 1-bed, Noncombustible Standard Cabin with
Communication Accessible Features, with Restroom US Polymers Inc BCULS0070SN030-c Cube70 Ensuite Each $29,250.00 15 2-bed, Standard Cabin (base unit) US Polymers Inc BCULO0120NN030 Cube120 Each $19,950.00 16 2-bed, Mobility Accessible Cabin US Polymers Inc BCULO0120NN030 Cube120 Each $20,700.00 17 2-bed, Standard Cabin with Communication
Accessible Features US Polymers Inc BCULO0120NN030-c Cube120 Each $20,700.00 18 2-bed, Noncombustible Standard Cabin (base unit) US Polymers Inc BCULO0120NN030 Cube120 Each $19,950.00 19 2-bed, Noncombustible Mobility Accessible Cabin US Polymers Inc BCULO0120NN030 Cube120 Each $20,700.00 20 2-bed, Noncombustible Standard Cabin with
Communication Accessible Features US Polymers Inc BCULO0120NN030-c Cube120 Each $20,700.00 21 2-bed, Standard Cabin (base unit), with Restroom US Polymers Inc BCULS0120SN030 Cube120 Ensuite Each $33,950.00 22 2-bed, Mobility Accessible Cabin, with Restroom and
Transfer-Type Shower US Polymers Inc BCULS0120SA030 Cube120 Ensuite ADA Each $45,350.00 23 2-bed, Mobility Accessible Cabin, with Restroom and
Roll-In Shower US Polymers Inc BCULS0120SAR030 Cube120 Ensuite ADA - Roll Each $46,350.00 24 2-bed, Standard Cabin with Communication
Accessible Features, with Restroom US Polymers Inc BCULS0120SN030-c Cube120c Ensuite Each $34,700.00 25 2-bed, Noncombustible Standard Cabin (base unit),
with Restroom US Polymers Inc BCULS0120SN030 Cube120 Ensuite Each $33,950.00 26 2-bed, Noncombustible Mobility Accessible Cabin,
with Restroom and Transfer-Type Shower US Polymers Inc BCULS0120SA030 Cube120 Ensuite ADA Each $45,350.00 27 2-bed, Noncombustible Mobility Accessible Cabin,
with Restroom and Roll-In Shower US Polymers Inc BCULS0120SAR030 Cube120 Ensuite ADA - Roll Each $46,350.00 28 2-bed, Noncombustible Standard Cabin with
Communication Accessible Features, with Restroom US Polymers Inc BCULS0120SN030-c Cube120 Ensuite Each $34,700.00 29 1-bed, Standard Duplex Cabin (base unit) US Polymers Inc BCULT8520SN030 Cube170 Two Room-E Each $31,950.00 30 1-bed, Mobility Accessible Duplex Cabin US Polymers Inc BCULT8520SN030 Cube170 Two Room-E Each $32,700.00 31 1-bed, Standard Duplex Cabin with Communication
Accessible Features US Polymers Inc BCULT8520SN030-c Cube170c Two Room-E Each $32,700.00 32 1-bed, Noncombustible Standard Duplex Cabin (base
unit) US Polymers Inc BCULT8520SN030 Cube170 Two Room-E Each $31,950.00 33 1-bed, Noncombustible Mobility Accessible Duplex
Cabin US Polymers Inc BCULT8520SN030 Cube170 Two Room-E Each $32,700.00 34 1-bed, Noncombustible Standard Duplex Cabin with
Communication Accessible Features US Polymers Inc BCULT8520SN030-c Cube170 Two Room-E Each $32,700.00 35 1-bed, Standard Duplex Cabin (base unit), with
Restroom US Polymers Inc BCULT0140SN030 Cube140 Duplex Ensuite Each $58,950.00 38 1-bed, Standard Duplex Cabin with Communication
Accessible Features, with Restroom US Polymers Inc BCULT0140SN030-c Cube140 Duplex Ensuite Each $59,700.00 39 1-bed, Noncombustible Standard Duplex Cabin (base
unit), with Restroom US Polymers Inc BCULT0140SN030 Cube140 Duplex Ensuite Each $58,950.00 42 1-bed, Noncombustible Standard Duplex Cabin with
Communication Accessible Features, with Restroom US Polymers Inc BCULT0140SN030-c Cube140 Duplex Ensuite Each $59,700.00 Exhibit B - Contract Pricing
Statewide Contract 1-23-54-01C
Emergency Sleeping Cabins

CORE ITEMS
Bidder: BOSS Homes, LLC
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43 2-bed, Standard Duplex Cabin (base unit) US Polymers Inc BCULT8533SN030 Cube288 Two Room-E Each $47,750.00 44 2-bed, Mobility Accessible Duplex Cabin US Polymers Inc BCULT8533SN030 Cube288 Two Room-E Each $48,500.00 45 2-bed, Standard Duplex Cabin with Communication
Accessible Features US Polymers Inc BCULT8533SN030-c Cube288 Two Room-E Each $48,500.00 46 2-bed, Noncombustible Standard Duplex Cabin (base
unit) US Polymers Inc BCULT8533SN030 Cube288 Two Room-E Each $47,750.00 47 2-bed, Noncombustible Mobility Accessible Duplex
Cabin US Polymers Inc BCULT8533SN030 Cube288 Two Room-E Each $48,500.00 48 2-bed, Noncombustible Standard Duplex Cabin with
Communication Accessible Features US Polymers Inc BCULT8533SN030-c Cube288 Two Room-E Each $48,500.00 49 2-bed, Standard Duplex Cabin (base unit), with
Restroom US Polymers Inc BCULT0240SN030 Cube240 Duplex Ensuite Each $69,950.00 52 2-bed, Standard Duplex Cabin with Communication
Accessible Features, with Restroom US Polymers Inc BCULT0240SN030-c Cube240 Duplex Ensuite Each $70,700.00 53 2-bed, Noncombustible Standard Duplex Cabin (base
unit), with Restroom US Polymers Inc BCULT0240SN030 Cube240 Duplex Ensuite Each $69,950.00 56 2-bed, Noncombustible Standard Duplex Cabin with
Communication Accessible Features, with Restroom US Polymers Inc BCULT0240SN030-c Cube240 Duplex Ensuite Each $70,700.00 57 Off-site storage after originally agreed upon delivery date. N/A N/A 50 units for 30 days 1 - 50 units per
Month $2,500.00
Segment ID/Group ID Commodity Description Manufacturer (OEM) SKU # / Item # Item Description Unit of Measure Discount
A Discount applied to list price of all replacement parts and accessories. N/A N/A N/A N/A 10%
End of Sheet

NON-CORE ITEMS
Storage
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DGS PD-401 NON-IT GOODS (REVISED AND EFFECTIVE 6/21/22) GENERAL PROVISIONS – NON-INFORMATION TECHNOLOGY
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1. DEFINITIONS: The following terms shall be given the meaning shown, unless context requires otherwise or a unique meaning is otherwise specified.
a. "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. b. "Buyer" means the State's authorized contracting official. c. "Contract" means this Contract or agreement (including any purchase order), by whatever name known or in whatever format used.
d. "Contractor" means the Business Entity with whom the State enters into this Contract. Contractor shall be synonymous with "supplier", "vendor" or other similar term.
e. "Goods" (commodities) means all types of tangible personal property, including but not limited to materials, supplies, and equipment (including computer equipment and telecommunications).
f. "State" means the government of the State of California, its employees and authorized representatives, including without limitation any department, agency, or other unit of the government of the State of California

2. CONTRACT FORMATION:
a. If this Contract results from a sealed bid offered in response to a solicitation conducted pursuant to Chapters 2 (commencing with Section 10290), 3 (commencing with Section 12100), and 3.6 (commencing with Section 12125) of Part 2 of Division 2 of the Public Contract Code (PCC), then Contractor's bid is a firm offer to the State which is accepted by the issuance of this Contract and no further action is required by either party. b. If this Contract results from a solicitation other than described in paragraph a), above, Contractor's quotation or proposal is deemed a firm offer and this Contract document is the State's acceptance of that offer.
c. If this Contract resulted from a joint bid, it shall be deemed one indivisible Contract. Each such joint Contractor will be jointly and severally liable for the performance of the entire Contract. The State assumes no responsibility or obligation for the division of orders or purchases among joint Contractors.

3. 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 Exhibit C - Non-IT General Provisions #8..
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agreements pertaining to the subject matter of the Contract.

4. SEVERABILITY: The Contractor and the State 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.

5. 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 State.

6. 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. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Contract.

7. COMPLIANCE WITH STATUTES AND REGULATIONS:
a. 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 State against any loss, cost, damage or liability by reason of Contractor's violation of this provision.
b. If this Contract is in excess of $554,000, it is subject to the requirements of the World Trade Organization (WTO) Government Procurement Agreement (GPA).

8. CONTRACTOR'S POWER AND AUTHORITY: The Contractor warrants that it has full power and authority to grant the rights herein granted and will hold the State 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 State under this Contract. a. The State will notify Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and b. Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to #8..
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attorneys' fees and costs (but not liability); (ii) the State will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations.

9. ASSIGNMENT: This Contract shall not be assignable by the Contractor in whole or in part without the written consent of the State. For the purpose of this paragraph, State will not unreasonably prohibit Contractor from freely assigning its right to payment, provided that Contractor remains responsible for its obligations hereunder.

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

11. ORDER OF PRECEDENCE: In the event of any inconsistency between the articles, attachments, specifications or provisions which constitute this Contract, the following order of precedence shall apply:
a. these General Provisions - Non-IT Commodities;
b. Contract form, i.e., Purchase Order STD 65, etc., and any amendments thereto; c. statement of work, including any specifications incorporated by reference herein; d. special terms and conditions; and
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12. PACKING AND SHIPMENT:
a. All Goods are to be packed in suitable containers for protection in shipment and storage, and in accordance with applicable specifications.

Each container of a multiple container shipment shall be identified to:
i. show the number of the container and the total number of containers in the shipment; and
ii. the number of the container in which the packing sheet has been enclosed. b. All shipments by Contractor or its subcontractors must include packing sheets identifying: the State's Contract number; item number; quantity and unit of measure; part number and description of the Goods shipped; and appropriate evidence of inspection, if required. Goods for different contracts shall be listed on separate packing sheets.
c. Shipments must be made as specified in this Contract, as it may be amended, or otherwise directed in writing by the State's Transportation Management Unit within the Department of General Services, Procurement Division.

13. TRANSPORTATION COSTS AND OTHER FEES OR EXPENSES: No charge for delivery, drayage, express, parcel post, packing, cartage, insurance, license fees, permits, cost of bonds, or for any other purpose will be paid by the State unless expressly included and itemized in the Contract. a. Contractor must strictly follow Contract requirements regarding Free on Board (F.O.B.), freight terms and routing instructions. The State may permit use of an alternate carrier at no additional cost to the State with advance written authorization of the buyer.
b. If "prepay and add" is selected, supporting freight bills are required when over $50, unless an exact freight charge is approved by the Transportation Management Unit within the Department of General Services Procurement Division and a waiver is granted.
c. On "F.O.B. Shipping Point" transactions, should any shipments under the Contract be received by the State in a damaged condition and any related freight loss and damage claims filed against the carrier or carriers be wholly or partially declined by the carrier or carriers with the inference that damage was the result of the act of the shipper such as inadequate packaging or loading or some inherent defect in the equipment and/or material, Contractor, on request of the State, shall at Contractor's own expense assist the State in establishing carrier liability by supplying evidence that the equipment and/or material was properly constructed, manufactured, packaged, and secured to withstand normal transportation conditions.
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14. TIME IS OF THE ESSENCE: Time is of the essence in this Contract.

15. DELIVERY: Contractor shall strictly adhere to the delivery and completion schedules specified in this Contract. Time, if stated as a number of days, shall mean calendar days unless otherwise specified. The quantities specified herein are the only quantities required. If Contractor delivers in excess of the quantities specified herein, the State shall not be required to make any payment for the excess Goods, and may return them to Contractor at Contractor's expense or utilize any other rights available to the State at law or in equity.

16. SUBSTITUTIONS: Substitution of Goods may not be tendered without advance written consent of the buyer. Contractor shall not use any specification in lieu of those contained in the Contract without written consent of the buyer.

17. INSPECTION, ACCEPTANCE AND REJECTION:
a. Contractor and its subcontractors will provide and maintain a quality assurance system acceptable to the State covering Goods and services under this Contract and will tender to the State only those Goods that have been inspected and found to conform to this Contract's requirements. Contractor will keep records evidencing inspections and their result, and will make these records available to the State during Contract performance and for three years after final payment. Contractor shall permit the State to review procedures, practices, processes and related documents to determine the acceptability of Contractor's quality assurance system or other business practices related to performance of the Contract.
b. All Goods may be subject to inspection and test by the State or its authorized representatives.
c. Contractor and its subcontractors shall provide all reasonable facilities for the safety and convenience of inspectors at no additional cost to the State. Contractor shall furnish to inspectors all information and data as may be reasonably required to perform their inspection. d. All Goods to be delivered hereunder may be subject to final inspection, test and acceptance by the State at destination, notwithstanding any payment or inspection at source.
e. The State shall give written notice of rejection of Goods delivered or services performed hereunder within a reasonable time after receipt of such Goods or performance of such services. Such notice of rejection will state the respects in which the Goods do not substantially conform to their specifications. If the State does not provide such notice of rejection within thirty (30) days, unless otherwise specified in the Statement of Work, of delivery, such Goods and services will be deemed to have been #8..
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DGS PD-401 NON-IT GOODS (REVISED AND EFFECTIVE 6/21/22) GENERAL PROVISIONS – NON-INFORMATION TECHNOLOGY
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accepted. Acceptance by the State will be final and irreversible, except as it relates to latent defects, fraud, and gross mistakes amounting to fraud.

Acceptance shall not be construed to waive any warranty rights that the State might have at law or by express reservation in this Contract with respect to any nonconformity.

18. SAMPLES:
a. Samples of items may be required by the State for inspection and specification testing and must be furnished free of expense to the State. The samples furnished must be identical in all respects to the products bid and/or specified in the Contract.
b. Samples, if not destroyed by tests, may, upon request made at the time the sample is furnished, be returned at Contractor's expense.

19. WARRANTY: Unless otherwise specified, the warranties contained in this Contract begin after acceptance has occurred.
a. Contractor warrants that Goods and services furnished hereunder will conform to the requirements of this Contract (including all descriptions, specifications and drawings made a part hereof), and such Goods will be merchantable, fit for their intended purposes, free from all defects in materials and workmanship and to the extent not manufactured pursuant to detailed designs furnished by the State, free from defects in design. The State's approval of designs or specifications furnished by Contractor shall not relieve the Contractor of its obligations under this warranty.
b. All warranties, including special warranties specified elsewhere herein, shall inure to the State, its successors, assigns, customer agencies and users of the Goods or services.

20. 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 State 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.

21. INSURANCE: When performing work on property in the care, custody or control of the State, Contractor shall maintain all commercial general liability insurance, workers' compensation insurance and any other insurance the State deems appropriate under the Contract. Contractor
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shall furnish an insurance certificate evidencing required insurance coverage acceptable to the State. Upon request by the buyer, the Contractor may be required to have the State shown as an "additional insured" on selected policies.

22. TERMINATION FOR NON-APPROPRIATION OF FUNDS:
a. If the term of this Contract extends into fiscal years subsequent to that in which it is approved, such continuation of the Contract is contingent on the appropriation of funds for such purpose by the Legislature. If funds to effect such continued payment are not appropriated, Contractor agrees to take back any affected Goods furnished under this Contract, terminate any services supplied to the State under this Contract, and relieve the State of any further obligation therefor.
b. STATE AGREES THAT IF PARAGRAPH (a) ABOVE IS INVOKED,

GOODS SHALL BE RETURNED TO THE CONTRACTOR IN

SUBSTANTIALLY THE SAME CONDITION IN WHICH DELIVERED TO
THE STATE, SUBJECT TO NORMAL WEAR AND TEAR. STATE

FURTHER AGREES TO PAY FOR PACKING, CRATING,

TRANSPORTATION TO CONTRACTOR'S NEAREST FACILITY AND

FOR REIMBURSEMENT TO THE CONTRACTOR FOR EXPENSES

INCURRED FOR THEIR ASSISTANCE IN SUCH PACKING AND
CRATING.

23. TERMINATION FOR THE CONVENIENCE OF THE STATE:
a. The State may terminate performance of work under this Contract for its convenience in whole or, from time to time, in part, if the Department of General Services, Deputy Director, Procurement Division, or designee, determines that a termination is in the State's interest. The Department of General Services, Deputy Director, Procurement Division, or designee, shall terminate by delivering to the 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 State, the Contractor shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this clause. The 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.
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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.

24. TERMINATION FOR DEFAULT:
a. The State may, subject to the Force Majeure paragraph contained herein, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to:
i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto;
ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or
iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below).
b. The State's right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the buyer. c. If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services.

However, the Contractor shall continue the work not terminated. d. If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the buyer, any:
i. Completed Goods, and
ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as "manufacturing materials" in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest.
e. The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders.
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f. If, after termination, it is determined that the 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 State.
g. The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

25. FORCE MAJEURE:

Except for defaults of subcontractors at any tier, the 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 the Contractor.

Examples of such causes include, but are not limited to:
a. Acts of God or of the public enemy, and
b. Acts of the federal or state government in either its sovereign or contractual capacity. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to perform.

26. RIGHTS AND REMEDIES OF STATE FOR DEFAULT:
a. In the event any Goods furnished or services provided by the Contractor in the performance of the Contract should fail to conform to the requirements herein, or to the sample submitted by the Contractor, the State may reject the same, and it shall become the duty of the Contractor to reclaim and remove the item promptly or to correct the performance of services, without expense to the State, and immediately replace all such rejected items with others conforming to the Contract.
b. In addition to any other rights and remedies the State may have, the State may require Contractor, at Contractor's expense, to ship Goods via air freight or expedited routing to avoid or minimize actual or potential delay if the delay is the fault of the Contractor.
c. In the event of the termination of the Contract, either in whole or in part, by reason of default or breach by the Contractor, any loss or damage sustained by the State in procuring any items which the Contractor agreed to supply shall be borne and paid for by the Contractor. #8..
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d. The State reserves the right to offset the reasonable cost of all damages caused to the State against any outstanding invoices or amounts owed to Contractor or to make a claim against the Contractor therefore.

27. CONTRACTOR'S LIABILITY FOR INJURY TO PERSONS OR
DAMAGE TO PROPERTY:
a. The Contractor shall be liable for damages arising out of injury to the person and/or damage to the property of the State, employees of the State, persons designated by the State for training, or any other person(s) other than agents or employees of the Contractor, designated by the State for any purpose, prior to, during, or subsequent to delivery, installation, acceptance, and use of the Goods either at the Contractor's site or at the State's place of business, provided that the injury or damage was caused by the fault or negligence of the 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 the Contractor, or for damage to alterations or attachments that may result from the normal operation and maintenance of the Goods provided by the Contractor during the Contract.

28. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its 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.

29. INVOICES: Unless otherwise specified, invoices shall be sent to the address set forth herein. Invoices shall be submitted in triplicate and shall include the Contract number; release order number (if applicable); item number; unit price, extended item price and invoice total amount. State sales tax and/or use tax shall be itemized separately and added to each invoice as applicable.

30. REQUIRED PAYMENT DATE: Payment will be made in accordance with the provisions of the California Prompt Payment Act, Government Code Section 927 et. seq. Unless expressly exempted by statute, the Act requires state agencies to pay properly submitted, undisputed invoices not more than 45 days after (i) the date of acceptance of Goods or performance of services; or (ii) receipt of an undisputed invoice, whichever is later.
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31. TAXES: Unless otherwise required by law, the State of California is exempt from Federal excise taxes. The State will only pay for any State or local sales or use taxes on the services rendered or Goods supplied to the State pursuant to this Contract.

32. NEWLY MANUFACTURED GOODS: All Goods furnished under this Contract shall be newly manufactured Goods; used or reconditioned Goods are prohibited, unless otherwise specified.

33. 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.

34. CONFIDENTIALITY OF DATA: All financial, statistical, personal, technical and other data and information relating to the State's operation which are designated confidential by the State and made available to the Contractor in order to carry out this Contract, or which become available to the Contractor in carrying out this Contract, shall be protected by the Contractor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to the State. The identification of all such confidential data and information as well as the State's procedural requirements for protection of such data and information from unauthorized use and disclosure shall be provided by the State in writing to the Contractor. If the methods and procedures employed by the Contractor for the protection of the Contractor's data and information are deemed by the State to be adequate for the protection of the State's confidential information, such methods and procedures may be used, with the written consent of the State, to carry out the intent of this paragraph. The 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 the Contractor's possession, is independently developed by the Contractor outside the scope of this Contract, or is rightfully obtained from third parties.

35. NEWS RELEASES: Unless otherwise exempted, news releases pertaining to this Contract shall not be made without prior written approval of the Department of General Services.

36. PATENT, COPYRIGHT and TRADE SECRET INDEMNITY:
a. Contractor shall hold the State of California, 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 #8..
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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 State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement.
c. Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the Goods or software supplied by the Contractor or the operation of such Goods pursuant to a current version of Contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The Contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following:
i. That the Contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and,
ii. That the Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of
government or public law are involved, the State shall have the option to participate in such action at its own expense. d. Should the Goods or software, or the operation thereof, become, or in the Contractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State shall permit the Contractor at its option and expense either to procure for the State the right to continue using the Goods or software, or to replace or modify the same so that they become non infringing. If none of these options can reasonably be taken, or if the use of such Goods or software by the State shall be prevented by injunction, the Contractor agrees to take back such Goods or software and make every reasonable effort to assist the State in procuring substitute Goods or software. If, in the sole opinion of the State, the return of such infringing Goods or software makes the retention of other Goods or software acquired from the Contractor under this Contract impractical, the State shall then have the option of terminating such Contracts, or applicable portions thereof, without penalty or termination charge. The Contractor agrees to take back such Goods or software and refund any sums the State has paid Contractor less any reasonable amount for use or damage. e. The Contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon:
i. The combination or utilization of Goods furnished hereunder with equipment or devices not made or furnished by the Contractor; or,
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ii. The operation of equipment furnished by the Contractor under the control of any operating software other than, or in addition to, the current version of Contractor supplied operating software; or iii. The modification by the State of the equipment furnished hereunder or of the software; or
iv. The combination or utilization of software furnished hereunder with non Contractor supplied software.
f. Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Contract for the acquisition, operation or maintenance of computer software in violation of copyright laws.
g. The foregoing states the entire liability of the Contractor to the State with respect to infringement of patents, copyrights or trade secrets.

37. EXAMINATION AND AUDIT: Contractor agrees that the State, or its designated representative shall have the right to review and copy any records and supporting documentation pertaining to performance of this Contract.

Contractor agrees to maintain such records for possible audit for a minimum of three (3) 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 or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Contract.

38. DISPUTES:
a. The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute persists, Contractor shall submit to the Department Director or designee a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to or involving this Contract, unless the State, on its own initiative, has already rendered such a final decision. Contractor's written demand shall be fully supported by factual information, and if such demand involves a cost adjustment to the Contract, Contractor shall include with the demand a written statement signed by an authorized person indicating that the demand is made in good faith, that the supporting data are accurate and complete and that the amount requested accurately reflects the Contract adjustment for which Contractor believes the State is liable. If the Contractor is not satisfied with the decision of the Department Director or designee, the Contractor may appeal the decision to the Department of General Services, Deputy Director, Procurement Division. In the event that this Contract is for information technology Goods and/or services, the decision may be #8..
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appealed to an Executive Committee of State and Contractor personnel. b. Pending the final resolution of any dispute arising under, related to or involving this Contract, Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of Goods or providing of services in accordance with the State's instructions.

Contractor's failure to diligently proceed in accordance with the State's instructions shall be considered a material breach of this Contract. c. Any final decision of the State shall be expressly identified as such, shall be in writing, and shall be signed by the Department Director or designee or Deputy Director, Procurement Division if an appeal was made. If the State fails to render a final decision within 90 days after receipt of Contractor's demand, it shall be deemed a final decision adverse to Contractor's contentions. The State's final decision shall be conclusive and binding regarding the dispute unless Contractor commences an action in a court of competent jurisdiction to contest such decision within 90 days following the date of the final decision or one (1) year following the accrual of the cause of action, whichever is later.

39. STOP WORK:
a. The State may, at any time, by written Stop Work Order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this Contract for a period up to 90 days after the Stop Work Order is delivered to the Contractor, and for any further period to which the parties may agree. The Stop Work Order shall be specifically identified as such and shall indicate it is issued under this clause. Upon receipt of the Stop Work Order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the Stop Work Order during the period of work stoppage.

Within a period of 90 days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the State shall either:
i. Cancel the Stop Work Order; or
ii. Terminate the work covered by the Stop Work Order as provided for in the termination for default or the termination for convenience clause of this Contract.
b. If a Stop Work Order issued under this clause is canceled or the period of the Stop Work Order or any extension thereof expires, the Contractor shall resume work. The State shall make an equitable adjustment in the delivery schedule, the Contract price, or both, and the Contract shall be modified, in writing, accordingly, if:
i. The Stop Work Order results in an increase in the time required for, or in the Contractor's cost properly allocable to the #8..
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performance of any part of this Contract; and
ii. The Contractor asserts its right to an equitable adjustment within 30 days after the end of the period of work stoppage; provided, that if the State decides the facts justify the action, the State may receive and act upon a proposal submitted at any time before final payment under this Contract.
c. If a Stop Work Order is not canceled and the work covered by the Stop Work Order is terminated in accordance with the provision entitled Termination for the Convenience of the State, the State shall allow reasonable costs resulting from the Stop Work Order in arriving at the termination settlement.
d. The State shall not be liable to the Contractor for loss of profits because of a Stop Work Order issued under this clause.

40. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with PCC Section 10353.

41. COVENANT AGAINST GRATUITIES: The Contractor warrants that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor, or any agent or representative of the Contractor, to any officer or employee of the State with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the State shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the State in procuring on the open market any items which Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and remedies of the State provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or in equity.

42. NONDISCRIMINATION CLAUSE:
a. During the performance of this Contract, Contractor and its subcontractors shall not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of sex, sexual orientation, race, color, ancestry, religious creed, national origin, disability (including HIV and AIDS), medical condition (cancer), age,
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DGS PD-401 NON-IT GOODS (REVISED AND EFFECTIVE 6/21/22) GENERAL PROVISIONS – NON-INFORMATION TECHNOLOGY
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marital status, and denial of family care leave. Contractor and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12990 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
b. The Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Contract.

43. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor swears under penalty of perjury that no more than one final, unappealable finding of contempt of court by a federal court has been issued against the Contractor within the immediately preceding two year period because of the Contractor's failure to comply with an order of the National Labor Relations Board. This provision is required by, and shall be construed in accordance with, PCC Section 10296.

44. ASSIGNMENT OF ANTITRUST ACTIONS: Pursuant to Government Code Sections 4552, 4553, and 4554, the following provisions are incorporated herein:
a. In submitting a bid to the State, the supplier offers and agrees that if the bid is accepted, it will assign to the State all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of Goods, material, or services by the supplier for sale to the State pursuant to the solicitation. Such assignment shall be made and become effective at the time the State tenders final payment to the supplier.
b. If the State receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the State any portion of the recovery, including treble damages, attributable to overcharges that were #8..
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GOODS

paid by the assignor but were not paid by the State as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. c. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and i. the assignee has not been injured thereby, or
ii. the assignee declines to file a court action for the cause of action.

45. DRUG FREE WORKPLACE CERTIFICATION: The Contractor certifies under penalty of perjury under the laws of the State of California that the Contractor will comply with the requirements of the Drug Free Workplace Act of 1990 (Government Code Section 8350 et seq.) and will provide a drug free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a). b. Establish a Drug Free Awareness Program as required by Government Code Section 8355(b) to inform employees about all of the following:
i. the dangers of drug abuse in the workplace;
ii. the person's or organization's policy of maintaining a drug free workplace; iii. any available counseling, rehabilitation and employee assistance programs; and,
iv. penalties that may be imposed upon employees for drug abuse violations. c. Provide, as required by Government Code Section 8355(c), that every employee who works on the proposed or resulting Contract:
i. will receive a copy of the company's drug free policy statement; and, ii. will agree to abide by the terms of the company's statement as a condition of employment on the Contract.

46. FOUR-DIGIT DATE COMPLIANCE: Contractor warrants that it will provide only Four-Digit Date Compliant (as defined below) Deliverables and/or services to the State. "Four Digit Date Compliant" Deliverables and services can accurately process, calculate, compare, and sequence date data, including without limitation date data arising out of or relating to leap years and changes in centuries. This warranty and representation is subject to the warranty terms and conditions of this Contract and does not limit the generality of warranty obligations set forth elsewhere herein.
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47. SWEATFREE CODE OF CONDUCT:
a. Contractor declares under penalty of perjury that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the State pursuant to the Contract have been produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. Contractor further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at http://www.dir.ca.gov/, and Public Contract Code Section 6108.
b. Contractor agrees to cooperate fully in providing reasonable access to its records, documents, agents or employees, or premises if reasonably required by authorized officials of the State, the Department of Industrial Relations, or the Department of Justice to determine Contractor's compliance with the requirements under paragraph (a).

48. RECYCLING: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post consumer material as defined in the Public Contract Code Section 12200, in products, materials, Goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (PCC 12205)

49. CHILD SUPPORT COMPLIANCE ACT: For any Contract in excess of $100,000, the Contractor acknowledges in accordance with PCC Section 7110, that:
a. The Contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and
b. The Contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.
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50. AMERICANS WITH DISABILITIES ACT: Contractor assures the State that Contractor complies with the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq).

51. ELECTRONIC WASTE RECYCLING ACT OF 2003: The Contractor certifies that it complies with the requirements of the Electronic Waste Recycling Act of 2003, Chapter 8.5, Part 3 of Division 30, commencing with Section 42460 of the Public Resources Code, relating to hazardous and solid waste.

Contractor shall maintain documentation and provide reasonable access to its records and documents that evidence compliance.

52. USE TAX COLLECTION: In accordance with PCC Section 10295.1, Contractor certifies that it complies with the requirements of Section 7101 of the Revenue and Taxation Code. Contractor further certifies that it will immediately advise State of any change in its retailer's seller's permit or certification of registration or applicable affiliate's seller's permit or certificate of registration as described in subdivision (a) of PCC Section 10295.1.

53. EXPATRIATE CORPORATIONS: Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of PCC Section 10286 and 10286.1, and is eligible to contract with the State.

54. DOMESTIC PARTNERS: For contracts over $100,000 executed or amended after January 1, 2007, the Contractor certifies that the Contractor is in compliance with Public Contract Code section 10295.3.

55. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING REQUIREMENTS:
a. If for this Contract the Contractor made a commitment to achieve small business participation, then the Department requires the Contractor upon completion of this Contract (or within such other time period as may be specified elsewhere in this Contract) to report the actual percentage of small business participation that was achieved. (Govt. Code § 14841) b. If for this Contract the Contractor made a commitment to achieve the disabled veteran business enterprise (DVBE) participation goal, then, pursuant to Mil. & Vets. Code § 999.5(d), upon completion of this Contract, the Department requires the Contractor to certify using the Prime Contractor’s Certification – DVBE Subcontracting Report (STD 817), all of the following:
i. the total amount the prime Contractor received under the Contract; ii. the name, address, Contract number and certification ID number of #8..
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the DVBE(s) that participated in the performance of this Contract; iii. the amount and percentage of work the prime Contractor committed to provide to one or more DVBE(s) under the
requirements of the Contract and the total payment each DVBE received from the prime Contractor;
iv. that all payments under the Contract have been made to the DVBE(s); and v. the actual percentage of DVBE participation that was achieved.

Upon request, the prime Contractor shall provide proof of payment for the work.

If for this Contract the Contractor made a commitment to achieve the DVBE participation goal, the Department will withhold $10,000 from the final payment, or the full final payment if less than $10,000, until the Contractor complies with the certification requirements above. A Contractor that fails to comply with the certification requirement shall, after written notice, be allowed to cure the defect.

Notwithstanding any other law, if, after at least 15 calendar days but not more than 30 calendar days from the date of written notice, the prime contractor refuses to comply with the certification requirements, the Department shall permanently deduct $10,000 from the final payment, or the full payment if less than $10,000. (Mil. & Vets. Code § 999.7)
A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code § 14841)
Contractor agrees to comply with the rules, regulations, ordinances, and statutes that apply to the DVBE program as defined in Section 999 of the Mil. & Vets. Code, including, but not limited to, the requirements of Section 999.5(d). (PCC Code § 10230)

56. LOSS LEADER: It is unlawful for any person engaged in business within this state to sell or use any article or product as a "loss leader" as defined in Section 17030 of the Business and Professions Code. (PCC 10302(b).).

57. EXECUTIVE ORDER N-6-22-RUSSIA SANCTIONS: The Contractor shall comply with Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this #8..
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agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State. #8..
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STATE OF CALIFORNIA
DEPARTMENT OF GENERAL SERVICES – PROCUREMENT DIVISION

SCOPE OF WORK
Emergency Sleeping Cabins
CONTRACT 1-23-54-01F
October 26, 2023
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01F
Exhibit A
2 Table of Contents

1. Scope.................................................................................................................................................. 4

1.1 Contract Usage ............................................................................................................................ 4

1.2 Contract Items.............................................................................................................................. 4

1.2.1 Contract Products................................................................................................................. 4

1.2.2 Warranty................................................................................................................................. 4

1.2.3 Non-Core Replacement Parts............................................................................................... 4

1.2.4 Pricing.................................................................................................................................... 5

1.3 Contract Requirements ............................................................................................................... 5

1.3.1 State Contract Administrator (M)......................................................................................... 5

1.3.2 Contractor Contract Manager (M) ........................................................................................ 5

1.3.3 Customer Service (M) ........................................................................................................... 5

1.3.4 Promotional Materials (M)..................................................................................................... 5

1.3.5 Product Substitutions/Discontinued Items (M)................................................................... 5

1.3.6 Price Adjustments (M) .......................................................................................................... 5

1.3.7 Price Declines........................................................................................................................ 6

1.3.8 Order Acceptance (M)........................................................................................................... 7

1.3.9 Purchase Execution (M)........................................................................................................ 7

1.3.10 Minimum Order (M) ............................................................................................................... 7

1.3.11 Ordering Methods (M)........................................................................................................... 7

1.3.12 Order Acknowledgement (M)................................................................................................ 7

1.3.13 Free on Board (F.O.B) Destination (M) ................................................................................ 8

1.3.14 Delivery Locations (M).......................................................................................................... 8

1.3.15 Secure Grounds Delivery (M) ............................................................................................... 8

1.3.16 Delivery Schedules (M)......................................................................................................... 8

1.3.17 Packing Information (M) ....................................................................................................... 8

1.3.18 Pallets (M) .............................................................................................................................. 9

1.3.19 Inspection and Acceptance (M)............................................................................................ 9

1.3.20 Training (M)............................................................................................................................ 9

1.3.21 Product Recall Procedures (M) ............................................................................................ 9

1.3.22 Invoicing (M) .......................................................................................................................... 9

1.3.23 Payments (M)......................................................................................................................... 9

1.3.23.1State Financial Marketplace (M) .......................................................................................... 9 #8..
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01F
Exhibit A
3 1.3.24 Reporting (M)........................................................................................................................10

1.3.24.1Contract Usage Report (M) .................................................................................................10

1.3.24.2Local Governmental Agencies Incentive Fee (M)..............................................................11

1.3.24.3Aging Debt Report (M).........................................................................................................12

1.3.24.4Ad Hoc Reporting (M)..........................................................................................................12

1.3.25 Insurance Requirements (M) ...............................................................................................13 #8..
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01F
Exhibit A
4 1. Scope
Contractor shall provide Emergency Sleeping Cabins to the California Department of General Services, Real Estate Services Division (DGS-RESD). The contract will also be available for use by other state departments and local governmental agencies in accordance with Section 1.1, Contract Usage. Emergency Sleeping Cabins will be ordered as needed at the discretion of the ordering agency and will be identified on the purchase document.

The term of this contract is through August 30, 2026, with two (2) additional one (1) year extension options or portion thereof. All terms and conditions will remain the same for the entire contract period including any extension periods. Contractor shall be the primary point of contact for customer service, data collection, reporting, and distribution.

The use of this contract is mandatory for all State departments except in cases of emergency as defined in Public Contract Code (PCC), Section 1102.

1.1Contract Usage
Orders shall only be accepted from DGS-RESD for the first 150 calendar days after contract award, or until the DGS-RESD orders are complete, whichever occurs first. Contractor may fulfill orders from ordering agencies other than DGS-RESD prior to the first 150 days upon approval by the Department of General Services, Procurement Division (DGS-PD) Contract Administrator.

1.2Contract Items

1.2.1 Contract Products
Contractor is required to provide Emergency Sleeping Cabins, Storage, and Non-Core Replacement Parts in compliance with Exhibit A1, State of California Specifications. Specific emergency cabin types available under this contract are identified on Exhibit B, Contract Pricing.

1.2.2 Warranty
Contractor shall provide a 5-year warranty term as described in Exhibit A1, State of California Specifications. Modifications made by a duly licensed contractor shall not void the warranty.

When Emergency Sleeping Cabins are purchased by the State on behalf of local agencies, the warranty shall transfer in full force and effect to the local city or county jurisdiction after the State completes purchase and installation of the Emergency Sleeping Cabins. State will provide written notice to Contractor verifying transfer of any Emergency Sleeping Cabin to local city or county jurisdiction.

1.2.3 Non-Core Replacement Parts
Non-core items are replacement parts and accessory items for Emergency Sleeping Cabins included in this contract. All parts and accessories offered as a non-core item must meet or exceed the Exhibit A1, State of California Specifications requirement and be offered at the discount provided in Exhibit B, Contract Pricing.
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01F
Exhibit A
5 1.2.4 Pricing
This contract contains two (2) price structures. Pricing for all core line items, including Emergency Sleeping Cabins and storage, is fixed for the contract term unless a price increase is granted. Replacement parts and accessories are non-core items available for purchase at the discount off list price listed on Exhibit B – Contract Pricing.

1.3Contract Requirements

1.3.1 State Contract Administrator (M)
The State Contract Administrator will be the contact person throughout the life of the contract, unless modified by contract supplement. Any modifications to the requirements contained in the contract may only be authorized by the State Contract Administrator or his/her designee through contract supplement.

1.3.2 Contractor Contract Manager (M)
The Contractor will assign a Contract Manager for contract management purposes. The Contract Manager will be the contact person throughout the life of the contract, unless modified by contract supplement. Contractor must immediately notify the State Contract Administrator of changes to the Contract Manager. The Contract Manager must be authorized to make decisions on behalf of the Contractor.

1.3.3 Customer Service (M)
The Contractor will have a customer service unit that supports this contract. The customer service unit shall provide office and personnel resources for responding to inquiries, including telephone and email coverage weekdays during the hours of 8:00 AM through 5:00 PM (PT).

1.3.4 Promotional Materials (M)
All promotional materials or press releases referencing the contract shall be submitted to the State Contract Administrator for review and DGS approval prior to release.

1.3.5 Product Substitutions/Discontinued Items (M)
Products listed on Exhibit B, Contract Pricing must be available for the entire contract term.

If, during the contract term, specific contract line items are no longer available, Contractor may propose substitute product that either meets or exceeds the minimum requirements.

Product substitution shall be in accordance with the General Provisions (rev 6/21/2022), Article 15/16 titled “Substitutions”.

1.3.6 Price Adjustments (M)
All prices shall be firm fixed for the contract term, including any optional year extensions, unless a price adjustment is granted.

A. Frequency/Guidelines:

Price adjustments will only be acknowledged in accordance with the following guidelines:

1. Price adjustments will not be made during the first twelve (12) months of the contract term.
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01F
Exhibit A
6 2. If a price adjustment is granted, requests for another price adjustment will not be accepted for a period of twelve (12) months from the last approved price adjustment effective date.

3. Price adjustment requests must include substantiating documentation that supports the requested price adjustment as defined in section B.2 below.

4. Price adjustments may only be requested when the cost of finished products based on invoices from the OEM and/or component suppliers has increased no less than three (3) percent.

5. No price increase/decrease shall apply to quantities ordered from the contract prior to the effective date of the price adjustment. No retroactive contract price adjustments will be allowed.

6. An exemption to these frequency/guidelines may be requested should unusual circumstances occur, in which case substantiating documentation will be required.

7. The State reserves the right to decrease prices in the same manner as price increase adjustments.

B. Processing a Price Adjustment:

1. Any price adjustment request must be in writing and must be received thirty (30) calendar days prior to the requested adjustment date.

2. Price adjustment requests must include:
a. A copy of the appropriate documentation identified above illustrating the relevant percent increase/decrease.
b. An Excel spreadsheet detailing the requested adjustment to the contract line item(s). The spreadsheet should include the CLIN, current State Contract Price, percent increase/decrease requested, and adjusted State Contract Price for each contract line item.

3. The price adjustment, if accepted, will be effective upon publication of Contract User Instructions supplement by the State.

Upon receipt of a price increase request, the State reserves the right to:
a. Accept the adjustment as competitive with the general market price at that time; or
b. Negotiate proposed price adjustments. Note: The State will notify the Contractor, in writing, its desire to negotiate; or
c. Deny the adjustment request and continue with current State contract prices; or d. Cancel the contract without prejudice, effective upon written notice from the State.

If negotiations fail to produce any agreement, the State reserves the right to exercise Options c or d with an effective date no later than ten (10) working days after unsuccessful negotiation.

1.3.7 Price Declines
The Contractor shall immediately notify the State Contract Administrator of all manufacturer’s price declines and ordering agencies shall receive full benefit of such declines. #8..
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01F
Exhibit A
7 1.3.8 Order Acceptance (M)
The Contractor shall only accept orders from DGS-RESD for the first 150 calendar days of contract award. Following that period, the Contractor shall accept orders from any State department or local governmental agency.

The Contractor shall not accept purchase documents for this contract that:
• Are incomplete
• Contain non-contract items or items outside the scope of the contract • Contain non-contract terms and conditions
The Contractor must not refuse to accept orders from any State department or local governmental agency for any other reason without written authorization from the State Contract Administrator.

1.3.9 Purchase Execution (M)
Ordering agencies will submit orders directly to the Contractor using one of the ordering methods listed in Section 1.3.11, Ordering Methods.

State department orders will be submitted using a Purchasing Authority Purchase Order (Std. 65) or using the Fi$Cal Purchase Order process.

Local governmental agencies may submit orders on their own purchase document directly to the Contractor using one of the ordering methods listed in Section 1.3.11, Ordering Methods.

1.3.10 Minimum Order (M)
The minimum order is one (1) Emergency Sleeping Cabin. Parts and accessories may only be purchased as standalone items for use on Emergency Sleeping Cabins previously purchased from the contract.

1.3.11 Ordering Methods (M)
The Contractor shall accept orders through the following methods:
• Facsimile – A facsimile number to be used by ordering agencies for placing orders is to be in place before the commencement of this contract. Facsimile orders must be accepted between the hours of 8:00 AM and 5:00 PM (PT), Monday through Friday. • Mail – Contractor must have the capability to receive orders by mail in place before the commencement of this contract.
• Email – An email address to be used by ordering agencies for placing orders is to be established before the commencement of this contract.

1.3.12 Order Acknowledgement (M)
The Contractor must provide ordering agencies with an order receipt acknowledgment through e-mail or facsimile within two (2) business day after receipt of the purchase order.

The acknowledgement will include:
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01F
Exhibit A
8 • Contractor’s Order Number
• Ordering Agency Name
• Purchase Order Number
• Description of Goods
• Total Cost
• Anticipated Delivery Date
• Identification of any Out of Stock/Discontinued Items • Identification of any delivery delays

1.3.13 Free on Board (F.O.B) Destination (M)
All prices offered shall be F.O.B. destination, freight prepaid by the Contractor, to the ordering agency’s final receiving point. Responsibility and liability for loss or damage for all orders shall remain with the Contractor until final inspection and acceptance, when all responsibility shall pass to the ordering agency, except the responsibility for latent defects, fraud, and the warranty obligations.

1.3.14 Delivery Locations (M)
Deliveries are to be made to the location specified on the individual order and may include any locations within the State of California.

Contractor is requested to make deliveries in Los Angeles County, Orange County, San Bernardino Metropolitan Area and San Diego Metropolitan Area during off-peak hours. Offpeak hours are 10:00AM to 4:00PM PT.

1.3.15 Secure Grounds Delivery (M)
Deliveries may be made to locations inside secure grounds that require prior clearances or special entry procedures to be followed for delivery drivers.

Security procedures may vary from facility to facility. The Contractor will be responsible for contacting the secure location for security procedures, hours of operation for deliveries and service, dress code, and other rules of delivery.

Deliveries that are delayed due to drivers not being cleared to enter secure grounds may be cause for contract default.

1.3.16 Delivery Schedules (M)
Delivery of ordered product shall be completed in accordance with Exhibit A1, State of California Specifications, Section 3.1, Delivery.

1.3.17 Packing Information (M)
All shipments must comply with Non-IT General Provisions (rev 6/21/2022) Article 12 titled “Packing and Shipment.”
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01F
Exhibit A
9 1.3.18 Pallets (M)
Unless otherwise specified on the ordering agency’s purchase order document, standard commercially available pallet sizes should be used. All pallets shall be of sturdy construction and adequate condition to assure delivery of the goods without damage or safety hazards.

Exchange pallets may be available; however, the State assumes no responsibility for the availability to exchange pallets. Delivery drivers shall not remove more pallets from the location than delivering at time of delivery.

1.3.19 Inspection and Acceptance (M)
Inspection and acceptance shall be in accordance with the Non-IT General Provisions, (Rev. 6/21/22), Article17 titled Inspection, Acceptance and Rejection.

1.3.20 Training (M)
Contractor shall provide installation training as described in Exhibit A1, State of California Specifications, Section 3.2, Training.

1.3.21 Product Recall Procedures (M)
The Contractor shall provide recall notification, regardless of level, in writing to the State Contract Administrator and each applicable ordering agency through the most expedient method possible. The notices, at a minimum, shall include a complete product description and/or identification, contract number, delivery order number and disposition instructions.

The Contractor shall pick up, test, destroy, or return recalled products to the manufacturer at no expense to the ordering agency. The Contractor shall issue replacement of product or credit for any product removed or recalled. Each ordering agency shall have the option of accepting either replacement product or credit in exchange for recalled/removed products.

1.3.22 Invoicing (M)
Invoices shall be submitted to the ordering agencies within seven (7) calendar days from date of delivery.

Ordering agencies may require separate invoicing, as specified by each ordering agency.

1.3.23 Payments (M)
State departments and local government agencies may pay by check or electronic funds transfer. Payments are to be made in accordance with the Non-IT General Provisions (Rev. 6/21/22), Article 30 titled Required Payment Date.

1.3.23.1State Financial Marketplace (M)
The State reserves the right to select the form of payment for all procurements, be it either an outright purchase with payment rendered directly by the State, or a financing (using GS $Mart) or operating lease (using Lease $Mart) via the State Financial Marketplace (GS $Mart and/or Lease $Mart). If payment is via the financial marketplace, the Contractor will invoice the State and the State will #8..
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01F
Exhibit A
10 approve the invoice and the selected Lender/Lessor will pay the Contractor on behalf of the State for all product listed on the State's procurement document.

1.3.24 Reporting (M)
During the contract period, the Contractor is required to submit the reports outlined in this section on a monthly basis. Report templates will be provided to the Contractor upon contract award.

Reports shall be provided to the State Contract Administrator, in Excel format only via email or U.S. Mail on a USB, by the 15th day following the ending of the reporting period (previous calendar month).

Reports are required every month, including months of no new activity.

1.3.24.1 Contract Usage Report (M)
The Contract Usage Report shall detail all invoiced purchases against the contract by both State and local governmental agencies during the specified reporting period.

The report will contain the following elements:
• Ordering Agency Name
• State or Local Agency
Identifier
• Purchasing Authority
Number (for State
Departments)
• Agency Billing Code
• Purchase Order Number
• Purchase Order Date
• Delivery Date
• Contract Line Item
Number (CLIN)
• Manufacturer (OEM)
• Manufacturer Part #
(OEM #)
• SKU #/ID #
• Item Description
• Unit of Measure
• Quantity in Unit of Measure
• EPP (Y/N)
• Quantity
• List Price/MSRP
• Index Date/Catalog Version
• Contract Unit Price
• Contract Discount
• Extended Contract Price Paid
• Core/Non-Core
• Group ID/Segment ID
• Total Local Usage
• Total Incentive Fee
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01F
Exhibit A
11 1.3.24.2 Local Governmental Agencies Incentive Fee (M) For all local government agency transactions invoiced against the contract, the Contractor will be required to remit to the DGS Procurement Division an Incentive Fee of an amount equal to 1.25 percent of the total purchase order amount, excluding taxes and freight.

Local government agencies include cities, counties, and special districts empowered to expend public funds (PCC section 10298). Local government agencies also include California non-executive branch departments including the University of California and California State University.

This Incentive Fee shall not be included in the agency’s purchase price, nor invoiced or charged to the ordering agency. All prices quoted to local governmental agency customers shall reflect State contract pricing, including any and all applicable discounts, and shall include no other addon fees. Payment by the Contractor shall be made monthly to DGS-PD irrespective of payment of invoice by each ordering agency.

Contractor shall submit a payment to the Department of General Services for an amount equal to 1.25 percent of the total local government agency sales for the monthly reporting period less freight, taxes, returned products and credits. (Example, if the net local governmental agency sales for a month totals $100,000.00, the incentive fee due to DGS-PD would be $1,250.00.)
Failure to submit correct reports and payments on a timely basis shall constitute grounds for default of this contract. Reports and payments are due for the reporting period by the 15th day of the next month in a format to be prescribed by the DGS-PD. (Note: If the due date is on a Saturday or Sunday, the due date will be the Monday following.)
Payment may be made in the form of an electronic payment using PD EPAY or by submitting a check payable to the State of California, Department of General Services. Along with each payment, a Contract Usage Report, filtered in Excel to include only local government agency sales, shall be submitted to the State Contract Administrator. The Contract Usage Report requirements are specified in Section 1.3.24.1, Contract Usage Report.

To submit Incentive Fees through PD EPAY, users must register on the DGS-PD LPA Payment Portal.

Incentive Fee payments made by check shall be submitted to the following address:
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01F
Exhibit A
12 Department of General Services
Procurement Division
Contracts Management Unit
707 Third Street, 2nd Floor
West Sacramento, CA 95605
If a Contractor holds multiple contracts, the Contractor may submit one (1) check per month covering the DGS-PD incentive fee for the total of all local governmental agency purchases. In this case, a separate report is still required for each contract and a list of the total local governmental agency sales for each contract must be included with the check.

1.3.24.3 Aging Debt Report (M)
The Aging Debt Report must contain the outstanding invoices by State Department for the specified reporting period.

The report will contain the following elements:
• Department Name
• Total Current Debt
• Status of Debt:
• Within Terms
• Over Terms and Within 45 calendar days
• 46-60 calendar days
• 61-90 calendar days
• 91-120 calendar days
• Over 120 calendar days

1.3.24.4 Ad Hoc Reporting (M)
The Contractor shall have the ability to provide ad hoc reporting capabilities at no cost to the State. The Contractor shall permit and provide access to all data that pertains to any procurement action taken by an ordering agency or the State as a whole. The State or ordering agency may make copies of procurement data in any form and the use of such data shall not be restricted.

Dependent on future reporting requirements, the State may ask that certain reports become standard and be delivered to the State on a monthly or quarterly basis.

The State reserves the right to request any additional data elements, as deemed necessary, to the reports listed in this section. #8..
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Department of General Services Emergency Sleeping Cabins Procurement Division Contract 1-23-54-01F
Exhibit A
13 1.3.25 Insurance Requirements (M)
The Contractor must maintain in force applicable insurance in accordance with the Non-IT General Provisions (rev 06/21/2022), Article 21 titled “Insurance”.

This Scope of Work addresses key aspects of the contract requirements. It does not relieve Contractor’s obligation to adhere to all terms, conditions, and requirements of RFP Event ID 0000027281 and associated exhibits.
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 1 000000000011853
SECTION 13 34 23.01

FABRICATED EMERGENCY SLEEPING CABINS
PART 1 - GENERAL

1.1 SUMMARY – EMERGENCY SLEEPING CABINS
A. Section includes fabricated Emergency Sleeping Cabin building, with associated fixtures and accessories, to comply with 2022 California Building Code (CBC) Appendix P – Emergency Housing.

1. Any cabin(s) proposed as emergency sleeping cabins under this RFP are not subject to California Department of Housing and Community Development (HCD) regulation as Factory-Built Housing (FBH).

2. Proposed cabins that are intermodal shipping container conversions must also comply with CBC Section 3115. Per Part 1.1.A.1 above, CBC Section 3115.1 Exception 5 does not apply.

1.2 INTENTIONALLY LEFT BLANK

1.3 QUALITY CONTROL
A. General:

1. Contractor must ensure each item conforms to the contract requirements.

2. Contractor must perform and document verifications of quality during fabrication that are traceable to the item verified after fabrication.

B. Quality Assurance: The ordering agency reserves the right to perform inspections on a random or full-time basis.

1. The ordering agency may conduct any inspections and tests on any fabrication, welding or paint coating activities. Contractor must provide access to all fabrication activities at all times.

2. The ordering agency reserves the right to hold all shipping releases until all deficiencies are corrected.

3. Third Party Inspections: The ordering agency reserves the right to install independent third party inspectors in Contractor’s or its subcontractors’/suppliers’ facilities during the production work.
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 2 000000000011853

1.4 WARRANTY
A. Special Warranty: Contractor agrees to replace any building, or building component, that fails in materials or workmanship within specified warranty period.

1. Warranty Period: 1 year from date of delivery to the project location.

2. Shipping charges for replacement parts or the return of defective product will be at the expense of the Contractor.

B. Systematic Failures

1. Failure of more than five cabins or 10% of the cabins delivered under a Purchase Order, whichever is greater, or failure of a similar number of a particular cabin component, shall be deemed a systematic failure.

2. Failure of more than 12 cabins or 25% of the cabins delivered under a Purchase Order, whichever is greater, or failure of more than 25% of a particular cabin component, shall be deemed a gross systematic failure.

3. In the event of a systematic failure, the Contractor shall, at no additional cost to the State or ordering agency, engage a contractor appropriately licensed by the California State Contractor’s Licensing Board to replace all failed components for the duration of the warranty period.

4. In the event of gross systematic failure and at the request of the ordering agency, the Contractor shall, at no additional cost to the State or ordering agency, replace 100% of the type of cabins or cabin components that exhibited failure, whether or not the balance of that 100% has failed yet. Contractor shall be responsible for shipping of failed cabins or cabin component types back to Contractor’s location, and for shipping of replacement cabins or cabin components to the ordering agency.

PART 2 - PRODUCTS

2.1 PERFORMANCE REQUIREMENTS
A. Structural Performance: Emergency Sleeping Cabins shall withstand the following loads and stresses within limits and under conditions indicated according to CBC Appendix P, Section P104.2:

1. Floor Live Loads: Not less than 40 pounds per square foot of floor area.

2. Horizontal Live Loads: Not less than 15 pounds per square foot of vertical wall and roof area.

3. Roof Live Loads: Not less than 20 pounds per square foot of horizontal roof area.

B. Thermal Movements: Allow for thermal movements from ambient and surface temperature changes.

1. Temperature Change (Range): 125 deg F, ambient; 180 deg F, material surfaces. #8..
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 3 000000000011853
C. Electrical Components, Devices, and Accessories:

1. Listed and labeled as defined in California Electrical Code, by a qualified testing agency, and marked for intended location and application.

2. All electrical equipment shall operate on 120V or 208V circuits.

D. Accessibility Requirements: Comply with applicable provisions in the 2010 Americans with Disabilities Act Standards (ADAS) and 2022 CBC Chapter 11B, including but not limited to the following requirements for all cabins:

1. Provide an accessible route through the primary entry door adjoining or overlapping required clear floor spaces per CBC Section 11B-809.7.

2. Floor surfaces shall comply with CBC Section 11B-302.

3. Doors shall comply with CBC Section 11B-809.8.

4. Electrical receptacles, controls, and switches shall comply with CBC Section 11B809.12.

E. Provide a window adjacent to and on the same wall as the door or provide a peephole or window in the door. The peephole or window must allow 180-degree view of the outside and be no more than 43” above the finished floor.

F. Security and Egress Requirements:

1. Emergency sleeping cabins must be provided with at least two forms of egress placed remotely from each other. One form of egress may be an egress window complying with CBC Section P104.4.1.

2. Provide locks at all doors and windows.

G. Mechanical Requirements:

1. Provide a thermostatically controlled air conditioner and heater with calculated heating and cooling capacity to maintain the following conditions:
a. Ambient dry bulb temperature (summer/winter): 112°F / 21°F b. Design cooling setpoint: 75°F
c. Design heating setpoint: 68°F

2. Provide mechanical or natural ventilation according to CMC Section 405.0.

2.2 CABIN CONSTRUCTION MATERIALS AND FEATURES
A. General: Fabricate the building from an integrated set of mutually dependent components.

1. The components may be assembled in a factory or may be assembled on the Project site. Factory assembled structures must be complete and ready for installation on the Project site without additional components.

2. Site-assembled cabins shall be capable of being manually disassembled, storable and reusable at other locations as needed.
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 4 000000000011853

3. Sleeping cabins shall be capable of being erected, installed, dismantled, and rebuilt by State or partner agency personnel without the need for extensive training and/or impact on the product warranty.

4. Sleeping cabins that are assembled on a project site, upon assembly, must be complete and ready for installation without additional components.

B. Building Style and Geometry:

1. Interior floor area per structure:
a. Single-occupancy cabins: Minimum 70 square feet, maximum 400 square feet.
b. Double-occupancy cabins: Minimum 120 square feet, maximum 400 square feet.

2. Floor not less than 7’ in the smallest direction.

3. Minimum ceiling height 6’-8”.

C. Building System: Provide a complete, integrated set of mutually dependent components and assemblies that form a building system capable of withstanding structural and other loads, thermally induced movement, and exposure to weather without failure or infiltration of water into building interior.

D. Structural Foundation Connection: Provide means to anchor the building to a concrete pad or other foundation system recommended by the structural engineer. Minimum of four anchorage points, one at each corner.

E. Doors: Exterior Swinging Door:

1. Door shall have a maximum area-weighted U-value of 0.20.

2. Provide latchset with lever handle and removable cylinder capable of being master keyed. Latchset must be capable of being replaced with numeric keypad lock.

3. Hinges: not fewer than the number recommended by the door manufacturer for application indicated or one hinge for every 30 inches of door height, whichever is more stringent.

4. Provide kick plate on push side of door.

5. Perimeter Gasket: Gaskets meeting BHMA A156.22, or pre-hung doors with NFRC label showing Air Leakage rate of ≤0.3; with resilient or flexible seal strips that are easily replaceable and readily available from stocks maintained by manufacturer.

6. Provide weather seal between door bottom and threshold.

7. Emergency escape doors shall comply with the above requirements except that a kick plate, exterior lever and cylinder are not required.

F. Windows: At least two residential, operable dual-pane windows glazed with clear insulating glass. Maximum total window area is 20% of total interior floor area.

1. Framing material shall be rust-resistant.

2. Window assemblies (including framing, glazing, and glazing stops or sealants) shall have a maximum area-weighted U-value of 0.30.
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 5 000000000011853

3. Glazing shall have a maximum solar heat gain coefficient (SHGC) of 0.23.

G. Wall Panel Assembly: Assembly consisting of smooth, impervious, durable exterior and interior face panels.

1. For interior separation wall information, refer to Part 8, 8.1.C.3.

H. Floor Materials: Resilient slip-resistant flooring with welded seams or no seams, waterproof and easily cleanable (with just soap and water, no special cleaners or equipment required).

I. Electrical Power Distribution:

1. Provide and install an electrical load center.
a. Electrical load center shall be UL listed, 120/208 volts AC, 1-phase, 3-wire, minimum 10,000-amperes symmetrical short-circuit interrupting current rating, with 100-amperes rated copper bus.
b. Location of load center shall be in full compliance with California Electric Code (CEC)
c. Load center shall be convertible to top or bottom feed (depending on its application), listed as service entrance rated equipment with ground bar, complete with 40-amperes minimum, 2-pole main circuit breaker, and door lock with keys (all such locks to be keyed alike).
d. Load center shall have minimum of 8 spaces complete with circuit breakers. e. Branch circuit breakers pole and trip shall be sized properly to protect the electrical equipment or devices connected to it. All circuit breakers shall be UL 489 listed type circuit breaker.

2. Provide minimum one convenience power receptacle.
a. Provide and install a UL listed, tamper resistant, 20-amperes, 120-volts, dual-function AFCI/GFCI type receptacle for the first receptacle in the plugload circuit. b. Additional convenience receptacle(s) shall be connected to the load side of the dual-function AFCI/GFCI type receptacle. Receptacle(s) downstream of the AFCI/GFCI type receptacle shall be standard tamper resistant, UL listed NEMA 5-20R type receptacles and shall be clearly marked “AFCI/GFCI Protected”.
c. Install 2 plus ground, all #12 AWG (minimum) conductors for plug-load circuit.
d. Branch circuit breaker protecting the plug-load circuit shall be 20-amperes, 120-volts, 1-pole.

J. Lighting Fixtures:

1. Provide a vandal-resistant interior LED light fixture, providing an average of 10 foot-candles at 30 inches above finished floor, color temperature 3000K.

2. Provide single-pole switches mounted adjacent to door to control interior and exterior lighting fixture.
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 6 000000000011853

3. Provide a vandal-resistant weatherproof exterior full cutoff LED porch fixture with integral photoelectric cell, color temperature 3000K.

K. Provide and install combination smoke and carbon monoxide detector with included interface module for communicating with a Fire Alarm Control Panel, complying with California Residential Code Sections R314 and R315. Smoke detector shall be listed by the California State Fire Marshal.

L. For Carbon Monoxide requirement, refer to Part 2, 2.2.K M. Mechanical Systems and Ventilation

1. Cabin to have a through-the-wall air conditioner and electric resistance heater.

2. Provide either natural or mechanical ventilation.
a. Mechanical ventilation shall comply with California Energy Code Section 150.0(o).

N. Building ID

1. Provide a cabin ID number sign with visual and tactile characters and Braille, complying with CBC Sections 11B-703.1 through 11B-703.5.

2. Cabin ID numbers shall be sequential at each site. The number range will be provided by the ordering agency.

3. Cabin ID number signs shall be field-installed by the ordering agency.

O. Furniture

1. Provide a furnishing package compatible with emergency sleeping cabin units. a. All furnishing items shall easily fit assembled through designed emergency sleeping cabin unit door openings.
b. All furnishings shall be heavy duty (institutional grade).

2. Furnishing package shall include the following:
a. Heavy duty metal bed frame, powder coated finish.
1) Minimum frame dimensions shall be sufficient to support the mattress. 2) Bed pan (base of mattress) shall be 15½” to 18½” above finished floor (top of mattress elevation shall be 20” to 23” above finished floor). 3) Weight capacity shall be minimum 500 lbs.
4) For double occupancy unit requirements, refer to Part 8. b. Flame resistant waterproof sealed mattress suitable for heavy duty metal bed frame. Mattress shall comply with California Department of Consumer Affairs, Bureau of Home Furnishings and Thermal Insulation Technical Bulletin 129.
1) Mattress dimensions shall be 30” to 38” wide, minimum 75” long, and minimum 4½” thick.
2) Mattress shall be wipeable for cleaning with soap and water. c. Metal shelf or shelving for personal items, min. 3 lineal feet of shelving x min. 8” deep.
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 7 000000000011853
1) Shelving shall have eased edges, with no sharp corners, and be capable of supporting 20 lbs. per lineal foot.
2) Shelving in mobility-accessible units shall be capable of being mounted adjacent to a 30” x 48” clear floor space, at a height of 15” minimum to 44” maximum.
d. Heavy duty metal student desk, powder coated finish. 1) Minimum dimensions shall be 36” wide.
2) Height shall be between 28” minimum and 34” maximum. 3) Depth shall be between 20” minimum and 25” maximum.
4) Desk shall have top, sides and reinforced back panel, without drawers or other obstructions within clear knee space.
5) Desktop may be powder-coated steel or minimum ¾” thick plastic laminate.
e. For double-occupancy cabins, provide two complete furnishing packages.

2.3 REPLACEMENT PARTS
A. Ordering agencies may purchase additional replacement parts not covered under warranty or past the warranty period.

PART 3 - EXECUTION

3.1 DELIVERY
A. Contractor shall be responsible for all costs and insurance to ship products Free on Board (FOB) Destination.

1. Destination will be within the State of California and will be specified in the Purchase Order (PO).

2. Delivery date and time (which may be separate for cabins and furniture) shall be mutually agreed between Contractor and the ordering agency, and within the following timeframes unless extended by the ordering agency:
a. First PO, up to 50 cabins: within 90 days of the PO date. b. First PO, each 50 cabins beyond 50: within 30 days after prior shipment delivery date.
c. Subsequent POs: within 90 days of the PO date or 30 days per 50 cabins following any previous shipments, whichever is greater. d. If a contractor is unable to meet the above quantities and/or timelines, the ordering agency may either order a portion of the quantity needed, or order the full quantity needed from another awarded contractor instead. #8..
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 8 000000000011853
e. If a contractor and ordering agency are unable to agree on a delivery schedule, the ordering agency may order instead from another awarded contractor.
f. Upon request from the ordering agency, Contractor shall store products beyond the originally agreed delivery date, until the ordering agency is ready to accept delivery and may bill for such additional storage. The storage fees on Exhibit B, Contract Pricing, include the monthly storage fees for up to fifty (50) units per month. Storage of units is not to exceed 90 calendar days.

3. Each PO delivery shall include self-assembly manuals and tool kit for installation.

4. The ordering agency will offload cabin components.

5. If components are delivered in shipping containers, Contractor will be responsible for arranging pickup of the shipping container after it is unloaded.

6. Replacement of a defective product must be delivered within 30 calendar days of the original delivery, or a full refund is warranted.

B. Cabin components must be packaged in complete units for outdoor storage.

C. The ordering agency is responsible for all on-site construction, assembly and installation.

D. Owner’s Manual and Repair Instructions, due within 30 calendar days after submittal of a PO: Include installation, maintenance and repair instructions.

3.2 TRAINING
A. Contractor shall provide training for the ordering agency’s installation contractor(s).

1. Training documentation shall be in printed and video formats. Training documentation (Training Manual and video) may be reproduced by the ordering agency.

2. Content: Training shall include a demonstration of a full cabin assembly, from start to finish.

3. Timing: Training materials shall be provided to the ordering agency within 30 calendar days after submittal of a PO.

4. Contractor must provide telephone support for installation questions up to one year after execution of the PO.

PART 4 - MOBILITY-ACCESSIBLE CABINS

4.1 MOBILITY-ACCESSIBLE CABINS
A. Mobility-Accessible Cabins shall meet all the standards, requirements, and documentation listed in Parts 1 through 3 (inclusive) and as noted below.

1. Interior floor area per structure:
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 9 000000000011853
a. Single-occupancy cabins: Minimum 70 square feet, maximum 400 square feet.
b. Double-occupancy cabins: Minimum 120 square feet, maximum 400 square feet.

B. Mobility-Accessible Cabins shall additionally meet the following:

1. This item was intentionally left blank.

2. Provide an accessible route and turning space in accordance with CBC Section 11B-809.2 within the unit.

3. Doors shall comply with CBC Section 11B-404.

4. Changes in level shall comply with CBC Section 11B-303.

5. Operable parts shall comply with CBC Section 11B-205, including but not limited to light switches, thermostats, electrical receptacles, fire extinguishers, door locks, and operable parts of mechanical units, but excluding windows per CBC Section 11B-229.

PART 5 - STANDARD CABIN WITH COMMUNICATION ACCESSIBLE FEATURES

5.1 STANDARD CABIN WITH COMMUNICATION ACCESSIBLE FEATURES A. Standard Cabins with Communication Accessible Features shall meet all the standards, requirements, and documentation listed in Parts 1 through 3 (inclusive) and as noted below.

1. Interior floor area per structure:
a. Single-occupancy cabins: Minimum 70 square feet, maximum 400 square feet.
b. Double-occupancy cabins: Minimum 120 square feet, maximum 400 square feet.

B. Standard Cabins with Communication Accessible Features shall additionally meet the following:

1. Provide visible carbon monoxide alarm signal complying with CBC Section 11B809.5.2.

2. Provide visible smoke alarm signal complying with CBC Section 11B-809.5.2.

3. Provide a hard-wired electric doorbell with push button outside the cabin entrance, and audible tone and visible signal inside the unit complying with CBC Section 11B-809.5.5.1.
#8..
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 10 000000000011853
PART 6 - NONCOMBUSTIBLE CABINS

6.1 NONCOMBUSTIBLE CABINS
A. For each cabin type identified (Standard Cabins, Mobility Accessible Cabins, and Standard Cabins with Communication Accessible Features, both single- and doubleoccupancy), the contractor may provide a Noncombustible Cabin option.

1. Noncombustible Standard Cabins shall meet all of the standards, requirements, and documentation in Parts 1 through 3 and shall meet all of the requirements in Part 6.1B.

2. Noncombustible Mobility Accessible Cabins shall meet all of the standards, requirements, and documentation in Parts 1 through 4, and shall meet all of the requirements in Part 6.1B.

3. Noncombustible Standard Cabins with Communication Accessible Features shall meet all of the standards, requirements, and documentation in Parts 1 through 3, Part 5, and shall meet all of the requirements in Part 6.1.B.

B. Additional requirements for Noncombustible Cabins:

1. Wall and roof assemblies shall consist of exterior face panels fabricated from concrete fiber siding, metal sheets or other noncombustible material.

2. Requirement removed.

3. Interior wall and ceiling surface materials shall comply with one of the following:
a. Class A in accordance with American Society for Testing and Materials (ASTM) E84 - Standard Test Method for Surface Burning Characteristics of Building Materials;
b. Class A in accordance with Underwriters Laboratories (UL) 723 - Standard for Safety for Test for Surface Burning Characteristics of Building Materials; or
c. Meet the National Fire Protection Association (NFPA) 286 - Standard Methods of Fire Tests for Evaluating Contribution of Wall and Ceiling Interior Finish to Room Fire Growth criteria in CBC Section 803.1.1.1.

4. Foam plastics shall not be used as interior finishes.

5. Where high-density polyethylene (HDPE) or polypropylene (PP) is used as an interior finish, it shall meet the NFPA 286 criteria in CBC Section 803.1.1.1.

6. Floor coverings shall be fire-resistive material complying with Class I or Class II in accordance with ASTM E648 or NFPA 253 - Standard Method of Test for Critical Radiant Flux of Floor Covering Systems Using a Radiant Heat Energy Source.

7. Other materials shall be permitted as described by CBC Section 603 Combustible Materials in Types I and II Construction, notwithstanding that the cabins are not Type I or Type II construction.
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 11 000000000011853
PART 7 - CABINS WITH BATHROOMS

7.1 CABINS – WITH BATHROOMS
A. For each cabin type identified (Standard Cabins, Mobility Accessible Cabins, and Standard Cabins with Communication Accessible Features, both single- and doubleoccupancy, whether noncombustible or not), the contractor may provide an Emergency Sleeping Cabin With Bathroom option.

1. Cabins With Bathrooms shall meet all of the standards, requirements, and documentation in Parts 1 through 3 and Part 7.1B, and if Noncombustible shall meet all of the requirements in Part 6.1B.

2. Mobility Accessible Cabins With Bathrooms shall meet all of the standards, requirements, and documentation in Parts 1 through 4 and Parts 7.1B and C, and if Noncombustible shall meet all of the requirements in Part 6.1B. In addition, Contractor shall provide two options for showers:
a. Mobility Accessible Cabins With Bathrooms and Transfer Type Showers shall meet the above requirements plus Part 7.1C.6.a below. b. Mobility Accessible Cabins With Bathrooms and Roll-In Type Showers shall meet the above requirements plus Part 7.1C.6.b below.

3. Cabins With Bathrooms And Communication Accessible Features shall meet all of the standards, requirements, and documentation in Parts 1 through 3, Part 5 and Part 7.1B, and if Noncombustible shall meet all of the requirements in Part 6.1.B.

B. Additional requirements for all Cabins With Bathrooms:

1. The bathroom shall be separated from the living/sleeping area by a wall and door.

The door shall be 24” wide minimum.

2. The bathroom shall contain a water closet, lavatory, shower, towel rack, mirror and toilet paper dispenser. The shower shall be provided with a soap dish.

3. The lavatory and shower shall be provided with hot water from one electric tankless water heater per bathroom or cabin.
a. Activation with 0.35 GPM, ASSE 1070 compliant with 104°F factory temperature setting. Minimum 55°F temperature rise at 1.5 GPM.

4. Provide interior piping to connect site water and sewer systems.

5. All plumbing fixtures, equipment, piping and appurtenances shall comply with the California Plumbing Code and CALGreen, as follows:
a. US EPA WaterSense specification tank-type toilet consuming 1.28 gallons or less of water per flush.
b. Metering lavatory faucet shall not deliver more than 0.2 gallons per cycle. c. Showerheads shall have a maximum flow rate of not more than 1.8 gallons per minute at 80 psi.

6. The bathroom shall have a tamper-resistant, damp-label LED light switched separately from that in the living/sleeping area and providing at an average of 30 footcandles of illumination at 30 inches above the finished floor. #8..
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 12 000000000011853

7. The bathroom shall be equipped with a ground-fault circuit interrupted (GFCI) receptacle adjacent to the lavatory.

8. The bathroom shall be provided with an exhaust fan complying with the California Mechanical Code Section 405.3.
a. Exhaust fan shall have the option of operating:
1) continuously at least 20 CFM (cubic feet per minute) and no more than 45 CFM, or
2) intermittently at least 50 and no more than 100 CFM.

9. Bathroom floor and wall finishes shall be impervious to water and easily cleanable.

All joints of plumbing fixtures, accessories, shower enclosures, walls and floors shall be sealed with mildew-resistant sealant.

C. Additional requirements for Mobility-Accessible Cabins With Bathrooms:

1. Bathrooms shall comply with CBC Section 11B-603.

2. Mirrors shall comply with CBC Section 11B-603.3.

3. Where coat hooks and shelves are provided, at least one of each shall comply with CBC Section 11B-603.4.

4. Water closets shall comply with CBC Section 11B-604.

5. Lavatories shall comply with CBC Section 11B-606.

6. Showers shall comply with CBC Section 11B-608.
a. Transfer type showers shall comply with CBC Section 11B-608.2.1. b. Roll-in type showers shall comply with either CBC Section 11B-608.2.2 or 11B-608.2.3.

PART 8 - DUPLEX CABINS

8.1 DUPLEX CABINS
A. A Duplex Cabin is a single structure with two sleeping units.

B. For each cabin type identified (Standard Cabins, Mobility Accessible Cabins, and Standard Cabins with Communication Accessible Features, both single- and doubleoccupancy, whether noncombustible or not, whether with bathrooms or not), the contractor may provide a Duplex Cabin option.

1. Duplex Standard Cabins shall meet all of the standards, requirements, and documentation in Parts 1 through 3 and shall meet all of the requirements in Part

8.1C.

2. Duplex Mobility Accessible Cabins shall meet all of the standards, requirements, and documentation in Parts 1 through 4, and shall meet all of the requirements in Part 8.1C.

3. Duplex Standard Cabins with Communication Accessible Features shall meet all of the standards, requirements, and documentation in Parts 1 through 3, Part 5, and shall meet all of the requirements in Part 8.1.C.
#8..
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Exhibit A-1 – State of California Specifications

EMERGENCY SLEEPING CABINS
07/12/2023 DMS/AMS 13 34 23.01 - 13 000000000011853

4. Duplex Cabins that are also non-combustible shall also meet all of the standards, requirements, and documentation in Part 6.

5. Duplex Cabins With Bathrooms shall also meet all of the standards, requirements, and documentation in Part 7.

C. Additional requirements for all Duplex Cabins: Except as otherwise noted below, the requirements of Part 2 apply to each of the two sleeping units within the structure.

1. Part 2.2B.1 - Interior floor area per sleeping unit:
a. Single-occupancy sleeping units: Minimum 70 square feet per unit. b. Double-occupancy sleeping units: Minimum 120 square feet per unit.

2. Part 2.2B.2 - Exterior footprint of structure: maximum 400 square feet.

3. Part 2.2G - Interior separation walls between sleeping units must be fire partitions with minimum 1-hour fire rating.
a. The two sleeping units shall be independent and may not have a door connecting them.

4. Part 2.2I – The Duplex Cabin may have a single load center that serves both sleeping units.

5. Part 2.2J.3 – A porch light shall be installed at each of the two doors.

6. Parts 2.2K and 2.2L – The combination smoke and carbon monoxide detectors in each sleeping unit shall be interconnected, so in the event of a smoke or carbon monoxide event in one sleeping unit, all the detector sounders in the cabin shall be activated.

7. Part 2.2N - Provide a Sleeping Unit ID sign with visual and tactile characters and Braille, complying with CBC Sections 11B-703.1 through 11B-703.5. a. Cabin ID numbers shall be sequential at each site; the sleeping units shall be letters “A” and “B”, appended to the Cabin ID number.

END OF SECTION 13 34 23.01
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Contract Line Item #
(CLIN) Commodity Description Manufacturer (OEM) SKU # / Item # Item Description Unit of Measure Contract Price 1 1-bed, Standard Cabin (base unit) KT Shelter Solutions KT89S1 1-bed, Standard Cabin,(base unit) Each $18,725.00 2 1-bed, Mobility Accessible Cabin KT Shelter Solutions KT89M1 1-bed, Mobility Accessible Cabin Each $19,224.56 3 1-bed, Standard Cabin with Communication
Accessible Features KT Shelter Solutions KT89CA1 1-bed, Standard Cabin with Communication Accessible Features Each $22,493.68 4 1-bed, Noncombustible Standard Cabin (base
unit) KT Shelter Solutions KT89S1N 1-bed, Noncombustible Standard Cabin (base unit) Each $18,725.00 5 1-bed, Noncombustible Mobility Accessible
Cabin KT Shelter Solutions KT89M1N 1-bed, Noncombustible Mobility Accessible Cabin Each $19,224.56 6 1-bed, Noncombustible Standard Cabin with
Communication Accessible Features KT Shelter Solutions KT89CA1N 1-bed, Noncombustible Standard Cabin with Communication Accessible Features Each $19,224.56
15 2-bed, Standard Cabin (base unit) KT Shelter Solutions KT89S2 2-bed, Standard Cabin (Base unit) Each $31,169.25 16 2-bed, Mobility Accessible Cabin KT Shelter Solutions KT89M2 2-bed, Mobility Accessible Cabin Each $31,233.38 17 2-bed, Standard Cabin with Communication
Accessible Features KT Shelter Solutions KT89C2 2-bed, Standard Cabin with Communication Accessible Features Each $32,342.65 18 2-bed, Noncombustible Standard Cabin (base
unit) KT Shelter Solutions KT89S2N 2-bed, Noncombustible Standard Cabin (base unit) Each $31,220.93 19 2-bed, Noncombustible Mobility Accessible
Cabin KT Shelter Solutions KT89M2N 2-bed, Noncombustible Mobility Accessible Cabin Each $31,445.76 20 2-bed, Noncombustible Standard Cabin with
Communication Accessible Features KT Shelter Solutions KT89C2N 2-bed, Noncombustible Standard Cabin with Communication Accessible Features Each $32,342.65 57 Off-site storage after originally agreed upon
delivery date. N/A N/A 50 units for 30 days 1 - 50 units per Month $300.00 Segment ID/Group ID Commodity Description Manufacturer (OEM) SKU # / Item # Item Description Unit of Measure Discount A Discount applied to list price of all replacement
parts and accessories. N/A N/A N/A N/A 20%
End of Sheet

NON-CORE ITEMS
Contractor: AMEG Enterprises, LLC
Exhibit B - Contract Pricing
Statewide Contract 1-23-54-01F
Storage
Emergency Sleeping Cabins

CORE ITEMS
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DGS PD-401 NON-IT GOODS (REVISED AND EFFECTIVE 6/21/22) GENERAL PROVISIONS – NON-INFORMATION TECHNOLOGY
GOODS

1. DEFINITIONS: The following terms shall be given the meaning shown, unless context requires otherwise or a unique meaning is otherwise specified.
a. "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. b. "Buyer" means the State's authorized contracting official. c. "Contract" means this Contract or agreement (including any purchase order), by whatever name known or in whatever format used.
d. "Contractor" means the Business Entity with whom the State enters into this Contract. Contractor shall be synonymous with "supplier", "vendor" or other similar term.
e. "Goods" (commodities) means all types of tangible personal property, including but not limited to materials, supplies, and equipment (including computer equipment and telecommunications).
f. "State" means the government of the State of California, its employees and authorized representatives, including without limitation any department, agency, or other unit of the government of the State of California

2. CONTRACT FORMATION:
a. If this Contract results from a sealed bid offered in response to a solicitation conducted pursuant to Chapters 2 (commencing with Section 10290), 3 (commencing with Section 12100), and 3.6 (commencing with Section 12125) of Part 2 of Division 2 of the Public Contract Code (PCC), then Contractor's bid is a firm offer to the State which is accepted by the issuance of this Contract and no further action is required by either party. b. If this Contract results from a solicitation other than described in paragraph a), above, Contractor's quotation or proposal is deemed a firm offer and this Contract document is the State's acceptance of that offer.
c. If this Contract resulted from a joint bid, it shall be deemed one indivisible Contract. Each such joint Contractor will be jointly and severally liable for the performance of the entire Contract. The State assumes no responsibility or obligation for the division of orders or purchases among joint Contractors.

3. 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 Exhibit C - Non-IT General Provisions #8..
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DGS PD-401 NON-IT GOODS (REVISED AND EFFECTIVE 6/21/22) GENERAL PROVISIONS – NON-INFORMATION TECHNOLOGY
GOODS

agreements pertaining to the subject matter of the Contract.

4. SEVERABILITY: The Contractor and the State 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.

5. 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 State.

6. 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. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Contract.

7. COMPLIANCE WITH STATUTES AND REGULATIONS:
a. 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 State against any loss, cost, damage or liability by reason of Contractor's violation of this provision.
b. If this Contract is in excess of $554,000, it is subject to the requirements of the World Trade Organization (WTO) Government Procurement Agreement (GPA).

8. CONTRACTOR'S POWER AND AUTHORITY: The Contractor warrants that it has full power and authority to grant the rights herein granted and will hold the State 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 State under this Contract. a. The State will notify Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and b. Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to #8..
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DGS PD-401 NON-IT GOODS (REVISED AND EFFECTIVE 6/21/22) GENERAL PROVISIONS – NON-INFORMATION TECHNOLOGY
GOODS

attorneys' fees and costs (but not liability); (ii) the State will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations.

9. ASSIGNMENT: This Contract shall not be assignable by the Contractor in whole or in part without the written consent of the State. For the purpose of this paragraph, State will not unreasonably prohibit Contractor from freely assigning its right to payment, provided that Contractor remains responsible for its obligations hereunder.

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

11. ORDER OF PRECEDENCE: In the event of any inconsistency between the articles, attachments, specifications or provisions which constitute this Contract, the following order of precedence shall apply:
a. these General Provisions - Non-IT Commodities;
b. Contract form, i.e., Purchase Order STD 65, etc., and any amendments thereto; c. statement of work, including any specifications incorporated by reference herein; d. special terms and conditions; and
e. all other attachments incorporated in the Contract by reference. #8..
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DGS PD-401 NON-IT GOODS (REVISED AND EFFECTIVE 6/21/22) GENERAL PROVISIONS – NON-INFORMATION TECHNOLOGY
GOODS

12. PACKING AND SHIPMENT:
a. All Goods are to be packed in suitable containers for protection in shipment and storage, and in accordance with applicable specifications.

Each container of a multiple container shipment shall be identified to:
i. show the number of the container and the total number of containers in the shipment; and
ii. the number of the container in which the packing sheet has been enclosed. b. All shipments by Contractor or its subcontractors must include packing sheets identifying: the State's Contract number; item number; quantity and unit of measure; part number and description of the Goods shipped; and appropriate evidence of inspection, if required. Goods for different contracts shall be listed on separate packing sheets.
c. Shipments must be made as specified in this Contract, as it may be amended, or otherwise directed in writing by the State's Transportation Management Unit within the Department of General Services, Procurement Division.

13. TRANSPORTATION COSTS AND OTHER FEES OR EXPENSES: No charge for delivery, drayage, express, parcel post, packing, cartage, insurance, license fees, permits, cost of bonds, or for any other purpose will be paid by the State unless expressly included and itemized in the Contract. a. Contractor must strictly follow Contract requirements regarding Free on Board (F.O.B.), freight terms and routing instructions. The State may permit use of an alternate carrier at no additional cost to the State with advance written authorization of the buyer.
b. If "prepay and add" is selected, supporting freight bills are required when over $50, unless an exact freight charge is approved by the Transportation Management Unit within the Department of General Services Procurement Division and a waiver is granted.
c. On "F.O.B. Shipping Point" transactions, should any shipments under the Contract be received by the State in a damaged condition and any related freight loss and damage claims filed against the carrier or carriers be wholly or partially declined by the carrier or carriers with the inference that damage was the result of the act of the shipper such as inadequate packaging or loading or some inherent defect in the equipment and/or material, Contractor, on request of the State, shall at Contractor's own expense assist the State in establishing carrier liability by supplying evidence that the equipment and/or material was properly constructed, manufactured, packaged, and secured to withstand normal transportation conditions.
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DGS PD-401 NON-IT GOODS (REVISED AND EFFECTIVE 6/21/22) GENERAL PROVISIONS – NON-INFORMATION TECHNOLOGY
GOODS

14. TIME IS OF THE ESSENCE: Time is of the essence in this Contract.

15. DELIVERY: Contractor shall strictly adhere to the delivery and completion schedules specified in this Contract. Time, if stated as a number of days, shall mean calendar days unless otherwise specified. The quantities specified herein are the only quantities required. If Contractor delivers in excess of the quantities specified herein, the State shall not be required to make any payment for the excess Goods, and may return them to Contractor at Contractor's expense or utilize any other rights available to the State at law or in equity.

16. SUBSTITUTIONS: Substitution of Goods may not be tendered without advance written consent of the buyer. Contractor shall not use any specification in lieu of those contained in the Contract without written consent of the buyer.

17. INSPECTION, ACCEPTANCE AND REJECTION:
a. Contractor and its subcontractors will provide and maintain a quality assurance system acceptable to the State covering Goods and services under this Contract and will tender to the State only those Goods that have been inspected and found to conform to this Contract's requirements. Contractor will keep records evidencing inspections and their result, and will make these records available to the State during Contract performance and for three years after final payment. Contractor shall permit the State to review procedures, practices, processes and related documents to determine the acceptability of Contractor's quality assurance system or other business practices related to performance of the Contract.
b. All Goods may be subject to inspection and test by the State or its authorized representatives.
c. Contractor and its subcontractors shall provide all reasonable facilities for the safety and convenience of inspectors at no additional cost to the State. Contractor shall furnish to inspectors all information and data as may be reasonably required to perform their inspection. d. All Goods to be delivered hereunder may be subject to final inspection, test and acceptance by the State at destination, notwithstanding any payment or inspection at source.
e. The State shall give written notice of rejection of Goods delivered or services performed hereunder within a reasonable time after receipt of such Goods or performance of such services. Such notice of rejection will state the respects in which the Goods do not substantially conform to their specifications. If the State does not provide such notice of rejection within thirty (30) days, unless otherwise specified in the Statement of Work, of delivery, such Goods and services will be deemed to have been #8..
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DGS PD-401 NON-IT GOODS (REVISED AND EFFECTIVE 6/21/22) GENERAL PROVISIONS – NON-INFORMATION TECHNOLOGY
GOODS

accepted. Acceptance by the State will be final and irreversible, except as it relates to latent defects, fraud, and gross mistakes amounting to fraud.

Acceptance shall not be construed to waive any warranty rights that the State might have at law or by express reservation in this Contract with respect to any nonconformity.

18. SAMPLES:
a. Samples of items may be required by the State for inspection and specification testing and must be furnished free of expense to the State. The samples furnished must be identical in all respects to the products bid and/or specified in the Contract.
b. Samples, if not destroyed by tests, may, upon request made at the time the sample is furnished, be returned at Contractor's expense.

19. WARRANTY: Unless otherwise specified, the warranties contained in this Contract begin after acceptance has occurred.
a. Contractor warrants that Goods and services furnished hereunder will conform to the requirements of this Contract (including all descriptions, specifications and drawings made a part hereof), and such Goods will be merchantable, fit for their intended purposes, free from all defects in materials and workmanship and to the extent not manufactured pursuant to detailed designs furnished by the State, free from defects in design. The State's approval of designs or specifications furnished by Contractor shall not relieve the Contractor of its obligations under this warranty.
b. All warranties, including special warranties specified elsewhere herein, shall inure to the State, its successors, assigns, customer agencies and users of the Goods or services.

20. 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 State 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.

21. INSURANCE: When performing work on property in the care, custody or control of the State, Contractor shall maintain all commercial general liability insurance, workers' compensation insurance and any other insurance the State deems appropriate under the Contract. Contractor
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DGS PD-401 NON-IT GOODS (REVISED AND EFFECTIVE 6/21/22) GENERAL PROVISIONS – NON-INFORMATION TECHNOLOGY
GOODS

shall furnish an insurance certificate evidencing required insurance coverage acceptable to the State. Upon request by the buyer, the Contractor may be required to have the State shown as an "additional insured" on selected policies.

22. TERMINATION FOR NON-APPROPRIATION OF FUNDS:
a. If the term of this Contract extends into fiscal years subsequent to that in which it is approved, such continuation of the Contract is contingent on the appropriation of funds for such purpose by the Legislature. If funds to effect such continued payment are not appropriated, Contractor agrees to take back any affected Goods furnished under this Contract, terminate any services supplied to the State under this Contract, and relieve the State of any further obligation therefor.
b. STATE AGREES THAT IF PARAGRAPH (a) ABOVE IS INVOKED,

GOODS SHALL BE RETURNED TO THE CONTRACTOR IN

SUBSTANTIALLY THE SAME CONDITION IN WHICH DELIVERED TO
THE STATE, SUBJECT TO NORMAL WEAR AND TEAR. STATE

FURTHER AGREES TO PAY FOR PACKING, CRATING,

TRANSPORTATION TO CONTRACTOR'S NEAREST FACILITY AND

FOR REIMBURSEMENT TO THE CONTRACTOR FOR EXPENSES

INCURRED FOR THEIR ASSISTANCE IN SUCH PACKING AND
CRATING.

23. TERMINATION FOR THE CONVENIENCE OF THE STATE:
a. The State may terminate performance of work under this Contract for its convenience in whole or, from time to time, in part, if the Department of General Services, Deputy Director, Procurement Division, or designee, determines that a termination is in the State's interest. The Department of General Services, Deputy Director, Procurement Division, or designee, shall terminate by delivering to the 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 State, the Contractor shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this clause. The 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.
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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.

24. TERMINATION FOR DEFAULT:
a. The State may, subject to the Force Majeure paragraph contained herein, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to:
i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto;
ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or
iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below).
b. The State's right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the buyer. c. If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services.

However, the Contractor shall continue the work not terminated. d. If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the buyer, any:
i. Completed Goods, and
ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as "manufacturing materials" in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest.
e. The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders.
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f. If, after termination, it is determined that the 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 State.
g. The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

25. FORCE MAJEURE:

Except for defaults of subcontractors at any tier, the 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 the Contractor.

Examples of such causes include, but are not limited to:
a. Acts of God or of the public enemy, and
b. Acts of the federal or state government in either its sovereign or contractual capacity. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to perform.

26. RIGHTS AND REMEDIES OF STATE FOR DEFAULT:
a. In the event any Goods furnished or services provided by the Contractor in the performance of the Contract should fail to conform to the requirements herein, or to the sample submitted by the Contractor, the State may reject the same, and it shall become the duty of the Contractor to reclaim and remove the item promptly or to correct the performance of services, without expense to the State, and immediately replace all such rejected items with others conforming to the Contract.
b. In addition to any other rights and remedies the State may have, the State may require Contractor, at Contractor's expense, to ship Goods via air freight or expedited routing to avoid or minimize actual or potential delay if the delay is the fault of the Contractor.
c. In the event of the termination of the Contract, either in whole or in part, by reason of default or breach by the Contractor, any loss or damage sustained by the State in procuring any items which the Contractor agreed to supply shall be borne and paid for by the Contractor. #8..
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d. The State reserves the right to offset the reasonable cost of all damages caused to the State against any outstanding invoices or amounts owed to Contractor or to make a claim against the Contractor therefore.

27. CONTRACTOR'S LIABILITY FOR INJURY TO PERSONS OR
DAMAGE TO PROPERTY:
a. The Contractor shall be liable for damages arising out of injury to the person and/or damage to the property of the State, employees of the State, persons designated by the State for training, or any other person(s) other than agents or employees of the Contractor, designated by the State for any purpose, prior to, during, or subsequent to delivery, installation, acceptance, and use of the Goods either at the Contractor's site or at the State's place of business, provided that the injury or damage was caused by the fault or negligence of the 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 the Contractor, or for damage to alterations or attachments that may result from the normal operation and maintenance of the Goods provided by the Contractor during the Contract.

28. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its 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.

29. INVOICES: Unless otherwise specified, invoices shall be sent to the address set forth herein. Invoices shall be submitted in triplicate and shall include the Contract number; release order number (if applicable); item number; unit price, extended item price and invoice total amount. State sales tax and/or use tax shall be itemized separately and added to each invoice as applicable.

30. REQUIRED PAYMENT DATE: Payment will be made in accordance with the provisions of the California Prompt Payment Act, Government Code Section 927 et. seq. Unless expressly exempted by statute, the Act requires state agencies to pay properly submitted, undisputed invoices not more than 45 days after (i) the date of acceptance of Goods or performance of services; or (ii) receipt of an undisputed invoice, whichever is later.
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31. TAXES: Unless otherwise required by law, the State of California is exempt from Federal excise taxes. The State will only pay for any State or local sales or use taxes on the services rendered or Goods supplied to the State pursuant to this Contract.

32. NEWLY MANUFACTURED GOODS: All Goods furnished under this Contract shall be newly manufactured Goods; used or reconditioned Goods are prohibited, unless otherwise specified.

33. 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.

34. CONFIDENTIALITY OF DATA: All financial, statistical, personal, technical and other data and information relating to the State's operation which are designated confidential by the State and made available to the Contractor in order to carry out this Contract, or which become available to the Contractor in carrying out this Contract, shall be protected by the Contractor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to the State. The identification of all such confidential data and information as well as the State's procedural requirements for protection of such data and information from unauthorized use and disclosure shall be provided by the State in writing to the Contractor. If the methods and procedures employed by the Contractor for the protection of the Contractor's data and information are deemed by the State to be adequate for the protection of the State's confidential information, such methods and procedures may be used, with the written consent of the State, to carry out the intent of this paragraph. The 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 the Contractor's possession, is independently developed by the Contractor outside the scope of this Contract, or is rightfully obtained from third parties.

35. NEWS RELEASES: Unless otherwise exempted, news releases pertaining to this Contract shall not be made without prior written approval of the Department of General Services.

36. PATENT, COPYRIGHT and TRADE SECRET INDEMNITY:
a. Contractor shall hold the State of California, 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 #8..
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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 State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement.
c. Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the Goods or software supplied by the Contractor or the operation of such Goods pursuant to a current version of Contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The Contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following:
i. That the Contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and,
ii. That the Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of
government or public law are involved, the State shall have the option to participate in such action at its own expense. d. Should the Goods or software, or the operation thereof, become, or in the Contractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the State shall permit the Contractor at its option and expense either to procure for the State the right to continue using the Goods or software, or to replace or modify the same so that they become non infringing. If none of these options can reasonably be taken, or if the use of such Goods or software by the State shall be prevented by injunction, the Contractor agrees to take back such Goods or software and make every reasonable effort to assist the State in procuring substitute Goods or software. If, in the sole opinion of the State, the return of such infringing Goods or software makes the retention of other Goods or software acquired from the Contractor under this Contract impractical, the State shall then have the option of terminating such Contracts, or applicable portions thereof, without penalty or termination charge. The Contractor agrees to take back such Goods or software and refund any sums the State has paid Contractor less any reasonable amount for use or damage. e. The Contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon:
i. The combination or utilization of Goods furnished hereunder with equipment or devices not made or furnished by the Contractor; or,
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ii. The operation of equipment furnished by the Contractor under the control of any operating software other than, or in addition to, the current version of Contractor supplied operating software; or iii. The modification by the State of the equipment furnished hereunder or of the software; or
iv. The combination or utilization of software furnished hereunder with non Contractor supplied software.
f. Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Contract for the acquisition, operation or maintenance of computer software in violation of copyright laws.
g. The foregoing states the entire liability of the Contractor to the State with respect to infringement of patents, copyrights or trade secrets.

37. EXAMINATION AND AUDIT: Contractor agrees that the State, or its designated representative shall have the right to review and copy any records and supporting documentation pertaining to performance of this Contract.

Contractor agrees to maintain such records for possible audit for a minimum of three (3) 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 or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Contract.

38. DISPUTES:
a. The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute persists, Contractor shall submit to the Department Director or designee a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to or involving this Contract, unless the State, on its own initiative, has already rendered such a final decision. Contractor's written demand shall be fully supported by factual information, and if such demand involves a cost adjustment to the Contract, Contractor shall include with the demand a written statement signed by an authorized person indicating that the demand is made in good faith, that the supporting data are accurate and complete and that the amount requested accurately reflects the Contract adjustment for which Contractor believes the State is liable. If the Contractor is not satisfied with the decision of the Department Director or designee, the Contractor may appeal the decision to the Department of General Services, Deputy Director, Procurement Division. In the event that this Contract is for information technology Goods and/or services, the decision may be #8..
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appealed to an Executive Committee of State and Contractor personnel. b. Pending the final resolution of any dispute arising under, related to or involving this Contract, Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of Goods or providing of services in accordance with the State's instructions.

Contractor's failure to diligently proceed in accordance with the State's instructions shall be considered a material breach of this Contract. c. Any final decision of the State shall be expressly identified as such, shall be in writing, and shall be signed by the Department Director or designee or Deputy Director, Procurement Division if an appeal was made. If the State fails to render a final decision within 90 days after receipt of Contractor's demand, it shall be deemed a final decision adverse to Contractor's contentions. The State's final decision shall be conclusive and binding regarding the dispute unless Contractor commences an action in a court of competent jurisdiction to contest such decision within 90 days following the date of the final decision or one (1) year following the accrual of the cause of action, whichever is later.

39. STOP WORK:
a. The State may, at any time, by written Stop Work Order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this Contract for a period up to 90 days after the Stop Work Order is delivered to the Contractor, and for any further period to which the parties may agree. The Stop Work Order shall be specifically identified as such and shall indicate it is issued under this clause. Upon receipt of the Stop Work Order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the Stop Work Order during the period of work stoppage.

Within a period of 90 days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the State shall either:
i. Cancel the Stop Work Order; or
ii. Terminate the work covered by the Stop Work Order as provided for in the termination for default or the termination for convenience clause of this Contract.
b. If a Stop Work Order issued under this clause is canceled or the period of the Stop Work Order or any extension thereof expires, the Contractor shall resume work. The State shall make an equitable adjustment in the delivery schedule, the Contract price, or both, and the Contract shall be modified, in writing, accordingly, if:
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performance of any part of this Contract; and
ii. The Contractor asserts its right to an equitable adjustment within 30 days after the end of the period of work stoppage; provided, that if the State decides the facts justify the action, the State may receive and act upon a proposal submitted at any time before final payment under this Contract.
c. If a Stop Work Order is not canceled and the work covered by the Stop Work Order is terminated in accordance with the provision entitled Termination for the Convenience of the State, the State shall allow reasonable costs resulting from the Stop Work Order in arriving at the termination settlement.
d. The State shall not be liable to the Contractor for loss of profits because of a Stop Work Order issued under this clause.

40. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with PCC Section 10353.

41. COVENANT AGAINST GRATUITIES: The Contractor warrants that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor, or any agent or representative of the Contractor, to any officer or employee of the State with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the State shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the State in procuring on the open market any items which Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and remedies of the State provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or in equity.

42. NONDISCRIMINATION CLAUSE:
a. During the performance of this Contract, Contractor and its subcontractors shall not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of sex, sexual orientation, race, color, ancestry, religious creed, national origin, disability (including HIV and AIDS), medical condition (cancer), age,
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marital status, and denial of family care leave. Contractor and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12990 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
b. The Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Contract.

43. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor swears under penalty of perjury that no more than one final, unappealable finding of contempt of court by a federal court has been issued against the Contractor within the immediately preceding two year period because of the Contractor's failure to comply with an order of the National Labor Relations Board. This provision is required by, and shall be construed in accordance with, PCC Section 10296.

44. ASSIGNMENT OF ANTITRUST ACTIONS: Pursuant to Government Code Sections 4552, 4553, and 4554, the following provisions are incorporated herein:
a. In submitting a bid to the State, the supplier offers and agrees that if the bid is accepted, it will assign to the State all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of Goods, material, or services by the supplier for sale to the State pursuant to the solicitation. Such assignment shall be made and become effective at the time the State tenders final payment to the supplier.
b. If the State receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the State any portion of the recovery, including treble damages, attributable to overcharges that were #8..
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paid by the assignor but were not paid by the State as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. c. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and i. the assignee has not been injured thereby, or
ii. the assignee declines to file a court action for the cause of action.

45. DRUG FREE WORKPLACE CERTIFICATION: The Contractor certifies under penalty of perjury under the laws of the State of California that the Contractor will comply with the requirements of the Drug Free Workplace Act of 1990 (Government Code Section 8350 et seq.) and will provide a drug free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a). b. Establish a Drug Free Awareness Program as required by Government Code Section 8355(b) to inform employees about all of the following:
i. the dangers of drug abuse in the workplace;
ii. the person's or organization's policy of maintaining a drug free workplace; iii. any available counseling, rehabilitation and employee assistance programs; and,
iv. penalties that may be imposed upon employees for drug abuse violations. c. Provide, as required by Government Code Section 8355(c), that every employee who works on the proposed or resulting Contract:
i. will receive a copy of the company's drug free policy statement; and, ii. will agree to abide by the terms of the company's statement as a condition of employment on the Contract.

46. FOUR-DIGIT DATE COMPLIANCE: Contractor warrants that it will provide only Four-Digit Date Compliant (as defined below) Deliverables and/or services to the State. "Four Digit Date Compliant" Deliverables and services can accurately process, calculate, compare, and sequence date data, including without limitation date data arising out of or relating to leap years and changes in centuries. This warranty and representation is subject to the warranty terms and conditions of this Contract and does not limit the generality of warranty obligations set forth elsewhere herein.
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47. SWEATFREE CODE OF CONDUCT:
a. Contractor declares under penalty of perjury that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the State pursuant to the Contract have been produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. Contractor further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at http://www.dir.ca.gov/, and Public Contract Code Section 6108.
b. Contractor agrees to cooperate fully in providing reasonable access to its records, documents, agents or employees, or premises if reasonably required by authorized officials of the State, the Department of Industrial Relations, or the Department of Justice to determine Contractor's compliance with the requirements under paragraph (a).

48. RECYCLING: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post consumer material as defined in the Public Contract Code Section 12200, in products, materials, Goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (PCC 12205)

49. CHILD SUPPORT COMPLIANCE ACT: For any Contract in excess of $100,000, the Contractor acknowledges in accordance with PCC Section 7110, that:
a. The Contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and
b. The Contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.
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50. AMERICANS WITH DISABILITIES ACT: Contractor assures the State that Contractor complies with the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq).

51. ELECTRONIC WASTE RECYCLING ACT OF 2003: The Contractor certifies that it complies with the requirements of the Electronic Waste Recycling Act of 2003, Chapter 8.5, Part 3 of Division 30, commencing with Section 42460 of the Public Resources Code, relating to hazardous and solid waste.

Contractor shall maintain documentation and provide reasonable access to its records and documents that evidence compliance.

52. USE TAX COLLECTION: In accordance with PCC Section 10295.1, Contractor certifies that it complies with the requirements of Section 7101 of the Revenue and Taxation Code. Contractor further certifies that it will immediately advise State of any change in its retailer's seller's permit or certification of registration or applicable affiliate's seller's permit or certificate of registration as described in subdivision (a) of PCC Section 10295.1.

53. EXPATRIATE CORPORATIONS: Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of PCC Section 10286 and 10286.1, and is eligible to contract with the State.

54. DOMESTIC PARTNERS: For contracts over $100,000 executed or amended after January 1, 2007, the Contractor certifies that the Contractor is in compliance with Public Contract Code section 10295.3.

55. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING REQUIREMENTS:
a. If for this Contract the Contractor made a commitment to achieve small business participation, then the Department requires the Contractor upon completion of this Contract (or within such other time period as may be specified elsewhere in this Contract) to report the actual percentage of small business participation that was achieved. (Govt. Code § 14841) b. If for this Contract the Contractor made a commitment to achieve the disabled veteran business enterprise (DVBE) participation goal, then, pursuant to Mil. & Vets. Code § 999.5(d), upon completion of this Contract, the Department requires the Contractor to certify using the Prime Contractor’s Certification – DVBE Subcontracting Report (STD 817), all of the following:
i. the total amount the prime Contractor received under the Contract; ii. the name, address, Contract number and certification ID number of #8..
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the DVBE(s) that participated in the performance of this Contract; iii. the amount and percentage of work the prime Contractor committed to provide to one or more DVBE(s) under the
requirements of the Contract and the total payment each DVBE received from the prime Contractor;
iv. that all payments under the Contract have been made to the DVBE(s); and v. the actual percentage of DVBE participation that was achieved.

Upon request, the prime Contractor shall provide proof of payment for the work.

If for this Contract the Contractor made a commitment to achieve the DVBE participation goal, the Department will withhold $10,000 from the final payment, or the full final payment if less than $10,000, until the Contractor complies with the certification requirements above. A Contractor that fails to comply with the certification requirement shall, after written notice, be allowed to cure the defect.

Notwithstanding any other law, if, after at least 15 calendar days but not more than 30 calendar days from the date of written notice, the prime contractor refuses to comply with the certification requirements, the Department shall permanently deduct $10,000 from the final payment, or the full payment if less than $10,000. (Mil. & Vets. Code § 999.7)
A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code § 14841)
Contractor agrees to comply with the rules, regulations, ordinances, and statutes that apply to the DVBE program as defined in Section 999 of the Mil. & Vets. Code, including, but not limited to, the requirements of Section 999.5(d). (PCC Code § 10230)

56. LOSS LEADER: It is unlawful for any person engaged in business within this state to sell or use any article or product as a "loss leader" as defined in Section 17030 of the Business and Professions Code. (PCC 10302(b).).

57. EXECUTIVE ORDER N-6-22-RUSSIA SANCTIONS: The Contractor shall comply with Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this #8..
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agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State. #8..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

January 23, 2024
Date: January 4, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services/City Engineer SUBJECT: Accept New Traffic Signal Installation Oakdale Road at Claratina Avenue Project as Complete
CONTACT: Peter Kambel, Senior Civil Engineer, [email protected], 209-577-5444 DESCRIPTION:

Consider accepting the New Traffic Signal Installation Oakdale Road at Claratina Avenue Project as complete, releasing securities, releasing payments totaling $478,581 to Tim Paxin’s Pacific Excavation, Inc., dba Pacific Excavation of Elk Grove, CA., and authorizing the City Clerk to file a Notice of Completion. (Funding Source: Highway Safety Improvement Program, Surface Transportation Block Grant, and Measure L)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic Plan Initiatives, Goal D:

Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance and sustainability efforts.

BACKGROUND:

In July of 2015, the City of Modesto applied for a Highway Safety Improvement Program (HSIP) funds to install a new traffic signal at the intersection of Oakdale Road and Claratina Avenue. The City was later approved for the HSIP grant with design funds approved in June of 2016 and construction funds in 2019.

The New Traffic Signal Installation Oakdale Road at Claratina Avenue project installed a new traffic signal, traffic signs, street lighting, and pavement markings at the intersection of Oakdale Road and Claratina Avenue.

This project was identified as one of the City's top safety priorities through the City's regular review of collision data in 2015. A total of 37 vehicular crashes have been reported from 2009 to 2014 and show no noticeable specific patterns. The location was also identified as a desirable intersection to signalize by the City's Capital Improvement Projects (CIP) Task Force consisting of public members and City Department Heads.
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City Council, January 23, 2024
Accept New Traffic Signal Installation Oakdale Road at Claratina Avenue Project as Complete

DISCUSSION:

The project was advertised for bids on July 13, 2022. Bids were publicly opened on August 30, 2022, pursuant to Modesto Municipal Code section 8-3.403. There were five bids received and Tim Paxin’s Pacific Excavation, Inc., dba Pacific Excavation of Elk Grove, CA., was the lowest responsible bidder at 29.56% above the engineers estimate.

On October 11, 2022, by Resolution 2022-417 Council awarded a contract to Tim Paxin’s Pacific Excavation, Inc., dba Pacific Excavation Inc., in the amount of $489,196. The Contractor received the Notice to Proceed with a start date of December 5, 2022. All contract work was completed on July 20, 2023.

By accepting this project as complete, the City officially accepts the improvements made and authorizes the Notice of Completion to be filed. The City Clerk is authorized to complete all the necessary steps to file Notice of Completion with the County Recorder, release securities, and authorize payments totaling $478,581. The work is covered by a one-year warranty for any issued that may arise.

Staff recommends the project for acceptance as the contractor has complied with all contract requirements for the project.

FISCAL IMPACT:

The total project costs were $612,284 which included design, construction, and construction administration costs. The total project amount originally budgeted was $680,500, which included $538,116 for the construction contract and contingency with Tim Paxin’s Pacific Excavation, Inc., dba Pacific Excavation of Elk Grove, CA.,
The City’s “Change Order Approval Policy” enacted by Council Resolution No. 94-443 on July 19, 1994, and updated by Resolution No. 2019-326 on July 9, 2019, established a contract change order authority of ten percent (10%) $48,920 for of the construction contracts of this dollar value.

There were five change orders resulting in an overall decrease of $10,615 for change order work as listed on the attached change order log. A summary of the expenditures for the overall project is listed below.
101066 – PW-New Traffic Signal Oakdale at Claratina FHWA CalTrans HSIPL-5059 (227) 2017-

20.205 HWY Planning and Con
PROJECT EXPENDITURES:

Total
Construction Contract (Pacific Excavation) $489,196
Construction Contingency -2.17% ($10,615)
Construction Administration (City Staff) 18.87% $92,300 Engineering Design/Admin. (City Staff) 8.46% $41,403
TOTAL CONSTRUCTION EXPENDITURES: $612,284
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- 413 -
City Council, January 23, 2024
Accept New Traffic Signal Installation Oakdale Road at Claratina Avenue Project as Complete