P2430005_Complete_Sample_Agreement.pdf

STATE OF CALIFORNIA - DEPARTMENT OF GENERAL SERVICES

STANDARD AGREEMENT

STD 213 (Rev. 04/2020)

AGREEMENT NUMBER

P2430005 PURCHASING AUTHORITY NUMBER (If Applicable)

SCO ID: 3600-P2430005

1. This Agreement is entered into between the Contracting Agency and the Contractor named below:

CONTRACTING AGENCY NAME

California Department of Fish andWildlife (CDFW)

CONTRACTOR NAME

TBD

2. The term of this Agreement is:

START DATE

Upon CDFW Approval

THROUGH END DATE

December 31, 2024

Exhibits Title Pages

Exhibit A Scope of Work 8

Exhibit B Budget Detail and Payment Provisions 4

Exhibit C * General Terms and Conditions (GTC 04/2017) *

Exhibit G Additional Provisions (Public Works) 19

STD 18 Standard California Non discrimination Construction Contract Specifications 2

Items shownwith an asterisk (*), are hereby incorporated by reference andmadepart of this agreement as if attachedhereto.

These documents can be viewed at https://www.dgs.ca.gov/OLS/Resources

INWITNESSWHEREOF, THIS AGREEMENTHASBEEN EXECUTEDBY THE PARTIES HERETO.

CONTRACTOR

CONTRACTOR NAME (if other than an individual, state whether a corporation, partnership, etc.)

TBD

CONTRACTOR BUSINESS ADDRESS CITY STATE ZIP

PRINTED NAME OF PERSON SIGNING TITLE

CONTRACTOR AUTHORIZED SIGNATURE DATE SIGNED

SAM

PLE

3. The maximum amount of this Agreement is:

Thirty-Two Thousand One Hundred Eighty-Five Dollars and No Cents ($32,185.00)

4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement.

STATE OF CALIFORNIA - DEPARTMENT OF GENERAL SERVICES

STANDARD AGREEMENT

STD 213 (Rev. 04/2020)

AGREEMENT NUMBER

P2430005 PURCHASING AUTHORITY NUMBER (If Applicable)

SCO ID: 3600-P2430005

STATE OF CALIFORNIA

CONTRACTING AGENCY NAME

California Department of Fish andWildlife

CONTRACTING AGENCY ADDRESS

1010 Riverside Parkway

CITY

West Sacramento

STATE

CA

ZIP

95605

PRINTED NAME OF PERSON SIGNING

Yujie Jin

TITLE

Branch Chief, Land & Facilities Engineering

CONTRACTING AGENCY AUTHORIZED SIGNATURE DATE SIGNED

CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL EXEMPTION (If Applicable)

SAM

PLE

NEW FISH CROWDER ELECTRICAL FESTOON SYSTEM P2430005

CONTRACTOR

EXHIBIT A – SCOPE OF WORK

A1 of A8

1. Description:

Provide all labor, tools, equipment, materials, incidentals, permits and taxes necessary to furnish and install a new fish crowder electrical festoon system.

2. Location of Services:

The location of services shall be performed at Warm Springs Hatchery (WSH): 3246 Skaggs Springs Road, Geyserville, CA 95441

3. Contract Term Date:

4. Time of Completion:

Construction shall be completed within (60) WORKING DAYS following the official “Notice of Start Date” from CDFW to the Contractor to commence construction. CDFW may approved additional working days for delays caused by unexpected events or circumstances including but not limited to supply chain disruption and inclement weather. Contractor must advise Contract Manager IN WRITING of any unexpected events or circumstances and obtain CDFW approval for any time extension.

5. License Required:

C-10 - Electrical

6. Items of Work:

All items of work on the contract form are to be complete in place. In addition, the specified items shall be in accordance with the following and shall include as well as furnish all labor, tools, equipment, materials, permits and taxes necessary to:

Item 1 - New Fish Crowder Electrical Festoon System.

Item 2 - Contingencies are for changes due to unforeseen items of work, and/or adjustments in the quantities of items bid on a unit price basis, as may be determined, and allowed by the Contract Manager. The total amount to be paid under this item may be from zero (if no changes are allowed) to the full amount, as determined by the Contract Manager.

Upon CDFW approval until December 31st, 2024.

A2 of A8

7. The Project Officials during the term of this agreement will be:

CDFW Project Officials Contractor Project Officials

Contract Manager Project Director Name: Alan Pariani Name: TBD Phone: 707-433-6325 Phone:

Email: Alan.Pariani@wildlife.ca.gov Email:

Address: 3246 Skaggs Springs Road Geyserville, CA 95441

Address:

8. General:

The Contractor shall visit and determine the actual condition of the site prior to submitting the quote and shall familiarize themselves of the work in place. Contractor shall investigate conditions character, quality and quantity of surface, and sub-surface materials of obstacles to be encountered. Failure by the Contractor to acquaint himself/herself with site conditions and available information will not relieve him/her from the responsibility for assessing properly the difficulty or cost of successfully performing the work. The submission of a quote will be considered as conclusive evidence that the Contractor has made such examination. No claim of the Contractor shall be made as a result of different physical conditions of any item or exposed work if such condition is exposed and present at the time of inspection. If any unknown physical condition exists or is not exposed at the time of site inspection, unless noted in these specifications, an equitable adjustment will be made.

All work is to be performed in accordance with the Standard Specifications as stated below, except as provided in the General Conditions, Technical Specifications, and any applicable drawings.

State and Federal Codes:

1. 2022 California Administrative Code (CAR), [California Code of Regulations (CCR), Title 24, Part 1]

2. 2022 California Building Code (CBC), Volumes 1, and 2, (CCR, Title 24, Part 2)

(Based on 2021 International Building Code)

3. 2022 California Residential Code (CRC), (CCR, Title 24, Part 2.5), (Based on 2021

International Residential Code)

4. 2022 California Electrical Code (CEC), (CCR, Title 24, Part 3) (2021 NEC)

5. 2022 California Mechanical Code (CMC), (CCR, Title 24, Part 4) (Based on 2021

Uniform Mechanical Code with 2021 California Amendments)

6. 2022 California Plumbing Code (CPC), (CCR, Title 24, Part 5) (Based on 2021

Uniform Plumbing Code)

7. 2022 California Energy Code, (CCR, Title 24, Part 6)

8. 2022 California Historical Building Code, (CCR, Title 24, Part 8)

SAM

mailto:Alan.Pariani@wildlife.ca.gov

A3 of A8

9. 2022 California Fire Code (CFC), (CCR, Title 24, Part 9) (Based on 2021 International Fire Code)

10. 2022 California Existing Building Code, (CCR, Title 24, Part 10), (Based on the 2021 International Existing Building Code)

11. 2022 California Green Building Standards Code, (CCR, Title 24, Part 11).

12. 2022 California Referenced Standards Code, (CCR, Title 24, Part 12);

NFPA 13 - Automatic Sprinkler Systems w/ CA Amendments 2022 Edition NFPA 14 - Standpipe Systems w/ CA Amendments 2019 Edition NFPA17a - Wet Chemical Systems 2021 Edition NFPA 20 - Stationary Pumps 2019 Edition NFPA 24 - Private Fire Mains w/ CA Amendments 2019 Edition NFPA 72 – National Fire Alarm Code w/ CA Amendments 2022 Edition NFPA 2001 – Clean Agent Fire Extinguishing Systems 2018 Edition w/ CA Amendments Reference code section for NFPA standards are in 2022 CBC Chapter 35 or 2022 CFC Chapter 80. See Chapter 35 for State California amendments to NFPA standards.

13. Reference Code Sections for Applicable Standards;

2022 CBC, Chapter 35 2022 CFC, Chapter 80

14. Title 8 California Code of Regulations (CCR), CAL/OSHA Regulations-Safety Orders issued by Division of Industrial Safety of the State of California

15. Title 19 CCR., Public Safety, State Fire Marshall (SFM) Regulations, List of Federal

Codes & Standards (if applicable)

16. American with Disabilities Act (ADA), Title II or Title III

17. 2022 California Access Compliance Advisory Reference Manual (As prepared by the

Division of the State Architect Office, published on January 1, 2021, effective July 1, 2021)

18. Department of Transportation (DOT) Standard Specifications and/or Plans; State of California, DOT, 2022

19. Underwriters Laboratories, Inc. (UL Standards)

Additional Codes:

1. American Concrete Institute (ACI), Latest Edition

2. American Society for Testing and Materials (ASTM), Latest Edition

3. Steel Construction Manual, American Institute of Steel Construction, (AISC), 15th

Edition

4. American Welding Society, AWS

5. Sheet Metal and Air Conditioning Contractors National Association (SMACNA)

9. Insurance Requirements:

The Contractor will be required to supply proof of and maintain liability coverage as outlined in Exhibit G, Insurance, Item 12B – Insurance Requirements of this agreement. These policy types include:

A4 of A8

• Commercial General Liability

• Automobile Liability

• Worker’s Compensation and Employer’s Liability

❖ The above policies must each be endorsed to include “The State of California, its officers, agents and employees as additional insured but only with respect to work performed under the Contract”.

10. Bond Requirements:

Contractor will be required to supply bonds as outlined in Exhibit G, Item 13 – Contract Bonds which is attached hereto and will be part of the resulting agreement. The bond(s) required for this Agreement include:

• Payment Bond Required

• Performance Bond Required

11. Quality Control:

The Contractor will be responsible for the completeness of the contract work. The Contractor will be responsible for the progress of the contract work until final completion and acceptance of same by the State and will make such checks on the work as may be necessary to assure conformance with these specifications.

12. Work Schedule:

The Contractor shall furnish the Contract Manager a proposed work schedule THREE DAYS PRIOR TO BEGINNING WORK and The Contractor shall submit at such times as may be requested by the Contract Manager, schedules which shall show the order in which the Contractor proposes to carry on the work with dates at which the Contractor will start the several parts of the work and estimated dates of completion of the several parts.

13. Submittal Process:

The Contractor shall submit one (1) original of manufacturer’s data for all equipment and materials proposed for use on this job, complete with descriptions, information, and performance data to the Contract Manager for approval. Submittals must be approved prior to start of the work identified in the respective submittals.

One (1) set of submittals shall be returned for use by the Contractor.

A5 of A8

14. Clean Up and Disposal of Refuse:

Upon completion of each maintenance/service activity under this contract, the Contractor must remove all remaining excess materials, waste, rubbish, debris, temporary facilities, and other equipment from the site. Final approval of the work done under these specifications will not be given until the final cleanup meets approval of the CDFW Facility Manager or CDFW designee.

15. Restoration of Improvements:

Any damage to existing facilities, structures or improvements caused by the Contractor, the Contractor’s equipment, or the Contractor’s staff during the term of this contract, will be repaired and restored to as good a condition as existed at the time work commenced at the Contractor’s own expense.

16. Inability to Provide Services:

If the Contractor is temporarily unable to provide services as required, CDFW reserves the right to accomplish the work by other means during the period of the Contractor’s inability to provide services and will be reimbursed by the Contractor for any costs.

17. Accidents/Damages:

Damage caused to the equipment covered herein due to fire, abuse, act of God, accident, unauthorized alterations, disasters, the elements, failure of electrical power, misuse, use of unauthorized agents, vandalism or negligence by the State or its officers, agents, or employees are not covered by this agreement except on a time and material basis. Such repairs will be performed by the Contractor at the Contractor’s current, published rates at the time service is required, but only after the Contractor has made an estimate of all costs involved and written documentation has been provided to the Institution Contract Liaison or designee.

18. Exclusions:

Excluded are painting or refinishing of equipment, and the furnishing of supplies, accessories, or devices of any nature, except such items or equipment as may be necessary for the maintenance of the equipment. This agreement does not include service, repair, or replacement of parts required as a result of accident, neglect, abuse, misuse, alteration of equipment, or other improper operation, including but not limited to operation of equipment outside of its specified environmental conditions.

19. Guarantee:

See Exhibit G, (Additional Provisions, Public Works) Item 54, Guarantee.

A6 of A8

20. DVBE Verification & Certification:

Final retention will not be released until the Prime Contactor’s DVBE Subcontracting Report (Form 817) has been completed and returned to the State Engineer.

At the end of the contract, the Contractor will be required to complete the Prime Contractor’s DVBE Subcontracting Report (Form 817) to certify that he/she has met all of their DVBE Obligations as identified in their Bid.

1. Use of Subcontractor(s)

The Contractor shall be responsible for all work performed. All persons engaged in the work will be considered employees of the Contractor. When any subcontractor fails to execute a portion of the work in a manner satisfactory to the State, the Contractor shall immediately remove such subcontractor upon written request of the State and the subcontractor shall not be employed for any portion of the contract. The State will not entertain requests to arbitrate disputes among subcontracts concerning responsibility for performing any part of the work.

2. Prime Contractor DVBE Subcontracting Form (Form 817)

If the Contractor enters into a subcontract with a Disabled Veteran Business Enterprise (DVBE), the CDFW and the Contractor are required to follow Military and Veterans Code Section 999.5, 999.55 and 999.7. Upon request by CDFW, the Contractor shall provide proof of payment for the DVBE work.

Pursuant to the Military and Veterans Code (M&VC) Section 999.5, if the Contractor has entered into a subcontract with a DVBE, then the Contractor must certify to CDFW through the Contractor DVBE Subcontracting Form (Form STD 817), before releasing final retention payment, all of the following:

a. The total bid amount and the total final contract amount including contingencies the

Contractor received under the contract.

b. The name and address of the disabled veteran business enterprise that participated in the performance of the contract and the contract number.

c. The amount and percentage of work the Contractor committed to provide to one or more disabled veteran business enterprises under the requirements of the contract and the amount each disabled veteran business enterprise received from the prime contractor.

d. That all payments under the contract have been made to the disabled veteran business enterprise. Upon request by the CDFW, the Contractor shall provide proof of payment for the work. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation in the minimum amount of two thousand five hundred dollars ($2,500) and the maximum amount of twenty-five thousand dollars ($25,000). An

A7 of A8 action for a civil penalty under this subdivision may be brought by any public prosecutor in the name of the people of the State of California and the penalty imposed shall be enforceable as a civil judgment.

Pursuant to the M&VC Section 999.7, the CDFW will withhold ten thousand dollars ($10,000) from the final payment, or the full final retention payment if less than ten thousand dollars ($10,000), until the Contractor complies with the certification requirements of Military and Veterans Code Section 999.5. Contractors that fail to comply with the certification requirements shall be given notice and allowed to cure the defect. If after 15 calendar days but not more than 30 calendar days from the date of the notice, the Contractor fails to comply with the certification requirements, the CDFW shall permanently deduct ten thousand dollars ($10,000) from the final payment, or the full final retention payment if less than ten thousand dollars ($10,000).

The withholding applies to all procurement approaches with a DVBE subcontractor, as defined by M&VC Section 999(b)(4). Notwithstanding any other law, the CDFW shall not withhold more than the amount specified or the full final retention payment of any disabled veteran business enterprise contract for the purposes of ensuring compliance with the certification requirements of M&VC 999.5.

21. Specifications:

Scope of Work

1 - Disconnect and remove existing cord real system on crowder.

2 - Extend existing power and control wiring 1.5” rigid steel conduit with copper conductors from center point of Crowder location back to building concrete wall. All power for the crowder comes from a panel inside the hatchery building (Contractor will need to verify breaker size) and runs from the inside of the building to approximately 100’ to the center point of the current crowder configuration. The existing power/connection point will be relocated 50’ to the wall of the Hatchery building. The Festoon will extend 100’ from the building to the end of the fish way (Contractor to verify exact length, wire size and standards). CDFW surmises it is between 3- and 6-gauge wire and is 3 phase. Contractor will install a watertight electrical junction box to wall.

3 - Install fully functional new festoon system to power and control the existing fish crowder.

Contractor shall size and space elements as necessary for freedom of movement and stability of powered equipment. Elements include but not limited to:

A. Install new C channel cable support bracket on wood beam structure on north end of building.

B. Install new 5/16 aircraft cable with turnbuckles from concrete building wall to new

C channel bracket on north end with festoon trollies and new power and control cable.

A8 of A8

C. Attach new power and control cable to concrete building wall and to fish crowder.

Cables shall be listed for application (eg. flat cord, damp condition rating, etc.)

4 - Contractor will use a boom lift to access work area on east side of Crowder roof structure between top of fence and roof structure. Contractor must be able to fit a small boom lift personnel basket between the top fence and roof structure on east side of roof structure to perform work.

5 - Contingencies are for changes due to unforeseen items of work, and/or adjustments in the quantities of items bid on a unit price basis, as may be determined, and allowed by the Contract Manager. The total amount to be paid under this item may be from zero (if no changes are allowed) to the full amount, as determined by the Contract Manager.

EXHIBIT B – BUDGET DETAIL AND PAYMENT PROVISIONS

B1 of B4

1. Invoicing and Payment

A. For construction services satisfactorily rendered, and upon receipt and approval of the invoices, the State agrees to compensate the Contractor for actual expenditures incurred in accordance with the rates specified herein, which is attached hereto and made a part of this Agreement.

B. The Contractor agrees to accept payment only in the form of a warrant issued by the California State Controller’s Office (SCO). No other payment method shall be made in the payment of these invoices.

C. Contractor shall submit an original and one (1) copy of the invoice, which properly details all charges, expenses, direct and indirect costs. Invoices shall be submitted by mail or email to:

Accounts Payable: Toni Vizcaino

Region / Division: Region 3

Address: 3246 Skaggs Springs Road, Geyserville, CA 95441

Email: Toni.Vizcaino@wildlife.ca.gov

D. The original and one (1) approved copy of the invoice will be forwarded to the Department of Fish and Wildlife’s Accounting Claims Section by the Contract Coordinator. Payment of any invoice will be made only after receipt of a complete, adequately supported, properly documented and accurately addressed invoice. Failure to use the address exactly as provided above, may result in the return of the invoice to the Contractor. All invoices must be approved by the Contract Manager.

E. Prices paid for the various items of the contract shall include full compensation for furnishing all material, labor, tools, and equipment, and doing all work involved in accomplishing the fulfillment of the plans and specification as herein specified. Items necessary for the completion of the work for which no separate prices are herein included shall be considered included in the various items of the contract.

F. Progress payments shall only be made by the State in the event the contract term is greater than twenty (20) working days. The Contractor may submit progress payment invoices on completion of work not more frequently than every thirty (30) days in arrears.

G. No progress payments shall be made for less than twenty (20) working days.

H. All contracts shall have five percent (5%) retention held for thirty (30) calendar days after completion of the work and then released upon receipt of invoice.

I. Five percent (5%) shall be retained from each progress payment and held by the State as partial security for the fulfillment of the contract by the Contractor. The State shall pay the Contractor the value of such work, as estimated therein, after deducting therefrom all previous payments, and all amounts to be retained under the provisions of this Agreement. Final retention shall be held thirty (30) calendar days from final inspection

SAM

mailto:Toni.Vizcaino@wildlife.ca.gov

B2 of B4 and acceptance of the completed scope of work and then released upon receipt of invoice.

J. The quantities of items shown on the contract form are determined by computations based on the details and dimensions shown on the plans, and no guarantee is made that the actual quantities, as constructed will be the quantities shown on the contract form.

If no changes are made in the work which affects the quantity of an item paid for on a per unit price basis, no allowance will be made in the event the quantity, as constructed, does not equal the quantity shown on the contract form.

K. The provisions of Section 9-1.16C, Materials On Hand, of DOT Standard Specifications which pertain to the value of materials delivered to the job site and stored for use, shall not apply. Payment for material delivered to the job site shall be made only for that portion of such material complete in place, as specified, at the time the estimate for progress payment is made. No payment shall be paid for materials delivered and stored.

Mobilization, if there be such an item, will be paid in accordance with Section 9-1.16D, of the DOT Standard Specifications except that the retention of funds provision of Item D above shall apply to the contract lump sum item of mobilization.

L. The invoice shall contain the following information:

1. The word “Invoice” should appear in a prominent location at the top of the page(s);

2. Printed name of the Contractor;

3. Business address of the Contractor including P.O. Box, City, State, and Zip Code;

4. Name of the Region/Division of the Department of Fish and Wildlife being billed;

5. The date of the invoice, invoice number, and the time period covered;

6. The number of the agreement upon which the claim is based, and;

7. An itemized account of the services for which the Department of Fish and Wildlife is being billed. Include all of the following:

a. The time period covered by the invoice, i.e., the term “from” and “to”;

b. A description of the services performed based on Items identified in Item 4;

“Budget Detail”;

c. The total amount due. This should be in a prominent location in the lower right-hand portion of the last page and clearly distinguished from other figures or computations appearing on the invoice; the total amount due shall include all costs incurred by the Contractor including retention under the terms of this agreement.

B3 of B4

2. CONTRACT WRITTEN PRIOR TO APPROVAL OF THE BUDGET ACT

A. It is mutually understood between the parties that this Agreement may have been written prior to approval of the Budget Act for the mutual benefit of both parties in order to avoid program and fiscal delays.

B. This Agreement is valid and enforceable only if sufficient funds are made available by the Budget Act for the Fiscal Year(s) involved for the purposes of this program. In addition, this Agreement is subject to any additional restrictions, limitations, or conditions enacted by the Legislature and contained in the Budget Bill or any statute enacted by the Legislature which may affect the provisions, terms, or funding of this Agreement in any manner.

C. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further force and effect. In this event, the State shall have no liability to pay any funds whatsoever to the Contractor or to furnish any other considerations under this Agreement and the Contractor shall not be obligated to perform any additional provisions of this Agreement.

D. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel this Agreement with no liability occurring to the State or offer an agreement amendment to the Contractor to reflect the reduced amount.

3. Prompt Payment Clause

Payment will be made within 45 calendar days of receipt of an undisputed invoice by Department of Fish and Wildlife Contract Manager as stated in Government Code, Chapter 4.5, commencing with Section 927.

4. Budget Detail

The Contractor will be reimbursed for actual services rendered as requested and approved by the CDFW Contract Manager. The Contractor will submit to the CDFW Contract Manager progress reports every twenty (20) working days of the percent of each unit that has been completed since the last invoice was received. The CDFW Contract Manager will verify the completed work before approving the invoice. The Contractor will be reimbursed at the costs identified below and charges must not exceed Thirty-Two Thousand One Hundred Eighty- Five Dollars and No Cents ($32,185.00) which is the maximum amount of the agreement.

B4 of B4

Item No.

Approx.

Quantity

Items of Work Description Unit Price Item Total

1. 1 Job

Lump Sum $

2. 1 Job

Contingencies (See Below)

As Determined by the Contract Manager

Lump Sum $10,000

TOTAL BID #1: Sum of Item 1, 2 $

5. Contingencies

Contingencies are for changes due to unforeseen items of work, and/or adjustments in the quantities of items bid on a unit price basis, as may be determined, and allowed by the Contract Manager. The total amount to be paid under this item may be from zero (if no changes are allowed) to the full amount, as determined by the Contract Manager.

* Includes the following if necessary: removal and re-installation of fencing to access work area, utility fees, permits, concrete removal, blocking, patching, or painting.

SAM

PLE

Install New Fish Crowder Electrical Festoon System

California Department of Fish and Wildlife Exhibit G – Additional Provisions (Public Works)

G 1 of G 19 06/2022

1. EXCISE TAX ~ The State of California is exempt from federal excise taxes, and no payment will be made for any taxes levied on employees’ wages. The State will pay for any applicable State of California or local sales or use taxes on the services rendered or equipment or parts supplied pursuant to this Agreement. California may pay any applicable sales and use tax imposed by another state.

2. AVAILABILITY OF FUNDS ~ Work to be performed under this agreement is subject to availability of funds through the State’s normal budget process.

3. LICENSES AND PERMITS ~ The Contractor must be an individual or firm licensed to do business in California and must obtain, at Contractor’s expense, all licenses and permits required by law for accomplishing any work required in connection with this Agreement.

If Contractor is located within the State of California, a business license from the City/County in which Contractor is headquartered is necessary; however, if Contractor is a corporation, a copy of the Contractor’s incorporation documents/letters from the Secretary of State’s Office can be submitted. If Contractor is outside the State of California, Contractor must submit to the CDFW a copy of their business license or incorporation papers for Contractor’s respective State showing that Contractor’s company is in good standing in that State.

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

4. RIGHTS IN DATA ~ The Contractor agrees that all data, plans, drawings, specifications, reports, computer programs, operating manuals, notes and other written or graphic work produced in the performance of this Agreement, are subject to the rights of the State as set forth in this section. The State will have the right to reproduce, publish, and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Contractor may copyright the same, except that, as to any work which is copyrighted by the Contractor, the State reserves a royalty-free, nonexclusive and irrevocable license to reproduce, publish, and use such work, or any part thereof, and to authorize others to do so.

5. SETTLEMENT OF DISPUTES ~ Unless otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which cannot be resolved informally, will be decided by the following two (2) step procedure:

A. The Contractor must provide written notice of the particulars of such disputes to the CDFW Contract Manager or appointed representative. The CDFW Contract Manager must respond, in writing, within ten (10) working days of receipt of the written notice of dispute.

Should the Contractor disagree with the CDFW Contract Manager’s decision, the Contractor may appeal to the second level. Pending the decision on appeal the Contractor must proceed diligently with the performance of this Agreement in accordance with the CDFW Contract Manager’s decision.

B. The second level appeal must indicate why the CDFW Contract Manager’s decision is unacceptable, attaching it to the Contractor’s original statement of the dispute with

G 2 of G 19 supporting documents, and a copy of the CDFW Contract Manager’s response. This letter of appeal must be sent to the California Department of Fish and Wildlife, Deputy Director, or duly appointed representative. The second level appeal must be filed within fifteen (15) working days upon receipt of the CDFW Contract Manager’s decision. Failure to submit an appeal within the period specified will constitute a waiver of all such rights to an adjustment of this Agreement. The Deputy Director, or designee, will meet with the Contractor to review the issues raised. A written decision signed by the Deputy Director or designee, will be returned to the Contractor within fifteen (15) working days of the receipt of the appeal. The decision of the Deputy Director, or designee, will be final.

6. CONFIDENTIALITY OF DATA ~ All financial, personal, technical, and other data and information relating to the California Department of Fish and Wildlife operations which are designated confidential by the California Department of Fish and Wildlife, and made available to the Contractor in order to carry out this Agreement, or which becomes available to the Contractor in carrying out this Agreement will be protected by the Contractor for the protection of the Contractor’s data and information are deemed by the California Department of Fish and Wildlife’s confidential information, such methods and procedures may be used, with written consent of the California Department of Fish and Wildlife, to carry out the intent of this paragraph. The Contractor will 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 Agreement or is rightfully obtained from third parties.

7. RIGHT TO TERMINATE ~ The State reserves the right to terminate this agreement subject to 30 days written notice to the Contractor. Contractor may submit a written request to terminate this agreement only if the State should substantially fail to perform its responsibilities as provided herein.

However, the agreement can be immediately terminated for cause. The term “for cause” will mean that the Contractor fails to meet the terms, conditions, and/or responsibilities of the contract. In this instance, the contract termination will be effective as of the date indicated on the State’s notification to the Contractor.

This agreement may be suspended or cancelled without notice, at the option of the Contractor, if the Contractor or State’s premises or equipment are destroyed by fire or other catastrophe, or so substantially damaged that it is impractical to continue service, or in the event the Contractor is unable to render service as a result of any action by any governmental authority.

8. DISCLOSURE REQUIREMENTS ~ Any document or written report prepared in whole or in part pursuant to this Agreement must contain a disclosure statement indicating that the document or written report was prepared through an Agreement with the State. The disclosure statement must include the Agreement number and dollar amount of all Agreements and subcontracts relating to the preparation of such documents or written reports. The disclosure statement must be contained in a separate section of the document or written report.

If the Contractor or subcontractor(s) are required to prepare multiple documents or written reports, the disclosure statement may also contain a statement indicating that the total Agreement amount represents compensation for multiple documents or written reports. The

G 3 of G 19

Contractor must include in each of its subcontracts for work under this Agreement, a provision which incorporates the requirements stated within this section.

9. USE OF SUBCONTRACTOR(S) ~ The Contractor must adhere to the rules governing subcontracting as set forth in the Subletting and Subcontracting Fair Practices Act, commencing with Public Contract Code, Section 4100. Subcontractor substitutions must be in accordance with provisions of the Subletting and Subcontracting Fair Practices Act, beginning with Public Contract Code, Section 4100. Violations of this Act by the Contractor may subject the Contractor to penalties and disciplinary action as provided by the Subletting and Subcontracting Fair Practices Act. If the Contractor desires to accomplish part of the services using one (1) or more subcontractors, the following conditions must be met:

A. The Contractor must submit any subcontracts to the State for approval prior to starting any of the work.

B. The Agreement between the primary Contractor and the subcontractor must be in writing.

C. The subcontract must include specific language which establishes the rights of the auditors of the State to examine the records of the subcontractor relative to the services and materials provided under the Agreement.

D. The Contractor must pay the Contractor’s Subcontractors for work performed no later than 10 days after receipt of each progress payment. If there is a good faith dispute over all or any portion of the amount due a Subcontractor on a progress payment, the Contractor may withhold no more than 150 percent of the disputed amount. This provision will apply to Sub-subcontractors also. A violation of these requirements invokes the payment and penalty provisions of Public Contract Code, Section 10262 and Section 10262.5.

E. If a subcontractor contracts a portion of the work to a lower tier subcontractor, the subcontractor may not sublet any portion of the work without the written permission from the State. The lower tier subcontractor must have the proper license with the Contractors State License Board (CSLB) and must be registered with Department of Industrial Relations (DIR).

F. Upon termination of any subcontract, the State must be notified immediately, in writing.

10. POTENTIAL SUBCONTRACTOR(S) ~ Nothing contained in this Agreement or otherwise will create any contractual relation between the State and any subcontractor(s) and no subcontract will relieve the primary Contractor of its responsibilities and obligations hereunder. The Contractor agrees to be as fully responsible to the State for the acts and omissions of its subcontractor(s) and of persons directly employed or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Contractor. The Contractor’s obligation to pay its subcontractor(s) is an independent obligation from the State’s obligation to make payments to the primary Contractor. As a result, the State will have no obligation to pay or to enforce the payment of any monies to any subcontractor. The State will not entertain requests to arbitrate disputes among Subcontractors or between the Contractor and Subcontractor(s) concerning responsibility for performing any part of the Work.

11. TRAVEL AND PER DIEM ~ The Contractor agrees that all travel and per diem paid its employees under this Agreement will be at rates not to exceed those amounts paid to the nonrepresented/excluded State employees. No travel outside the State of California will be reimbursed unless prior written authorization is obtained from the State.

G 4 of G 19

12. INSURANCE ~ When the Contractor submits a signed Agreement to the State, the Contractor must furnish to the State a certificate of insurance stating that there is liability insurance presently in effect for the Contractor for all applicable insurance. Contractor agrees to provide the State a copy of the policy upon request.

A. General Provisions Applying to All Policies

(1) Coverage Term – Coverage needs to be in force for the complete term of the contract. If insurance expires during the term of the contract, a new certificate must be received by the State at least ten (10) days prior to the expiration of this insurance. Any new insurance must still comply with the original terms of the contract.

(2) Policy Cancellation / Termination & Notice of Non-Renewal –Contractor must provide to the State within two business days a copy of any notice of Cancellation/Termination or Non-renewal received by contractor for any of the required insurance policies. In the event Contractor fails to keep in effect the specified insurance coverage, the State may, in addition to any other remedies it may have, terminate this Contract upon the occurrence of such event, subject to the provisions of this Contract.

(3) Deductible – Contractor is responsible for any deductible or self-insured retention contained within their insurance program.

(4) Primary Clause – Any required insurance contained in this contract must be primary, and not excess or contributory, to any other insurance carried by the State.

(5) Insurance Carrier – All insurance companies issuing any of the policies required by these provisions must be licensed to do business in the State of California.

(6) Insurance Carrier Required Rating – All insurance companies must carry a rating acceptable to the Office of Risk and Insurance Management. “A” or better and a financial size category of “VII” or better to the latest edition of the A.M. Best Key Rating Guide. Any other rating classification requires State approval. If the Contractor is self-insured for a portion or all of its insurance, review of financial information including a letter of credit may be required.

(7) Endorsements – Endorsements requested by the State must be physically attached to all requested certificates of insurance and not substituted by referring to such coverage on the certificate of insurance. This endorsement must be supplied under form acceptable to the Office of Risk and Insurance Management.

The policy(ies) must provide additional insurance language as follows:

The State of California, its officers, agents, and employees as additional insured, but only with respect to work performed under the agreement.

In the case of Contractor’s utilization of subcontractors to complete the contracted scope of work, contractor must include all subcontractors as insured under

G 5 of G 19

Contractor’s insurance or supply evidence of insurance to The State equal to policies, coverages and limits required of Contractor.

(8) Inadequate Insurance – Inadequate or lack of insurance does not negate the contractor’s obligations under the contract.

B. Insurance Requirements

(1) Commercial General Liability – Contractor must maintain general liability on an occurrence form with limits not less than $1,000,000 per occurrence for bodily injury and property damage liability combined with a $2,000,000 annual policy aggregate. The policy must include coverage for liabilities arising out of premises, operations, independent contractors, products, completed operations, personal & advertising injury, and liability assumed under an insured contract. This insurance must apply separately to each insured against whom claim is made or suit is brought subject to the Contractor’s limit of liability.

The policy must be endorsed.

(2) Automobile Liability – Contractor must maintain motor vehicle liability with limits not less than $1,000,000 combined single limit per accident. Such insurance must cover liability arising out of a motor vehicle including owned, hired and non-owned motor vehicles.

(3) Workers Compensation and Employers Liability – Contractor must maintain statutory worker’s compensation and employer’s liability coverage for all its employees who will be engaged in the performance of the Contract. Employer’s liability limits of $1,000,000 are required. When work is performed on State owned or controlled property the Workers’ Compensation policy must be endorsed with a Waiver of Subrogation or Right to Recover endorsement in favor of the State of California, Department of Fish and Wildlife must be attached to certificate. Waiver of Subrogation is waved for Emergency Contracts.

(4) Builder’s Risk/Installation Floater – During the term of this contract, Contractor must maintain in force, at its own expense, Builder’s Risk/Installation Floater for an amount equal to the full amount of the Contract improvements, upon the project and all materials or items which become the property of State pursuant to the Contract Documents, including, but not limited to, materials and other items at the work site or stored off-site with consent of State. A copy of any applicable Builder’s Risk/Installation Floater will be provided to State, and it will be the responsibility of Contractor and each Subcontractor to satisfy itself as to the terms of such coverage, and to determine whether at its own cost, to carry any supplemental policy of insurance. If Applicable.

(5) Pollution Liability – Contractor must maintain Pollution Liability covering the contractor’s liability for bodily injury, property damage and environmental damage resulting from pollution and related cleanup cost incurred, all arising out of the work or services to be performed under this contract. Coverage must be provided for both work performed on site and during the transportation as well as proper

G 6 of G 19 disposal of hazardous materials. Contractor must maintain pollution liability with limits no less than $1,000,000 per incident. If Applicable.

The policy’s bond terms conform to Form MCS-90 or MCS-82, respectively, as defined and set forth in Sections 387.7 to 387.15, inclusive, of Title 49 of the Code of Federal Regulations, or a written decision, order or authorization to self-insure that complies with paragraph (3) of subsection (d) of Section 387.7 of Title 49 of the Code of Federal Regulations, adopted pursuant to Section 30 of Motor Carrier Act of 1980 (49 U.S.C. Sec 10927). If Applicable.

13. CONTRACT BONDS

A. When the Contract Sum exceeds twenty-five thousand dollars ($25,000), Contractor must furnish, in duplicate, a Payment Bond, to accompany the Contract, in an amount equal to one hundred percent (100%) of the Contract Sum securing payment for laborers, mechanics, and materials suppliers used on the Work under the Contract.

Payment Bonds must be prepared on a Payment Bond to Accompany Construction Contract (STD 807) as furnished by State. (PCC § 7103)

B. When the Contract Sum exceeds ten thousand dollars ($10,000), Contractor must furnish, in duplicate, a Performance Bond, to accompany the Contract, in an amount equal to one hundred percent (100%) of the Contract Sum guaranteeing faithful performance of the Work. Performance Bonds must be prepared on Performance Bond (FG-188) as furnished by the State. This may be waved by the department for small business/DVBE contracts and Emergency Contracts.

C. Bonds must be issued by a corporate surety authorized to transact a general surety business in the State of California. Contractor must deliver its required bonds before the date of execution of the Contract.

14. TESTING ~ Testing, inspection, and approval of portions of the Work required by Exhibit T- Special Provisions must be made by an independent Testing Laboratory arranged and paid for by the Contractor and approved by the State. Contractor must promptly furnish two certified copies of test results and inspection records to the State Representative. Material and equipment will not be incorporated into the project until test results indicate conformance to the Contract Documents.

15. INSPECTION ~ The State, through any authorized representatives, has the right at all reasonable times to inspect or otherwise evaluate the work performed or being performed hereunder including subcontract supported activities and the premises in which it is being performed. If any inspection or evaluation is made by the State of the premises of the Contractor or a subcontractor, the Contractor must provide and must require their subcontractor(s) to provide all reasonable facilities and assistance for the safety and convenience of the State representatives in the performance of their duties. All inspections and evaluations will be performed in such a manner as will not unduly delay the work.

When the Work is completed, Contractor must notify State’s Representative and must request final inspection. Within five (5) Working Days, State’s Representative will make final inspection.

Contractor will be notified in writing of any deficiencies (Punch List). Contractor must remedy these deficiencies to complete satisfaction of State.

G 7 of G 19

16. FORCE MAJEURE ~ Neither party will be liable to the other for any delay in or failure of performance, nor will any such delay in or failure of performance constitute default, if such delay or failure is caused by ‘Force Majeure’. As used in this section, ‘Force Majeure’ is defined as follows: Acts of war, acts of God such as earthquakes, floods, and other natural disasters such that performance is impossible.

17. FORCED, CONVICT AND INDENTURED LABOR ~ No foreign-made equipment, materials, or supplies furnished to the State pursuant to this Agreement may be produced in whole or in part by forced labor, convict labor, or indentured labor. By submitting a bid to the State or accepting a purchase order, the Contractor agrees to comply with this provision of the Agreement. This requirement does not apply to public works (construction) Agreements.

18. CONTRACT STAFF REQUIREMENTS ~ The Contractor represents that it has or will secure at its own expense, all staff required to perform the services described in this Agreement. Such personnel will not be employees of or have any contractual relationship with the California Department of Fish and Wildlife or any other governmental entity.

19. DEFINITIONS

The Contract consists of the agreement, the general conditions of the contract, the special conditions, the notice to contractors, the proposal, the drawings and specifications, including all modifications thereof incorporated in documents before their execution.

Wherever in the contract the word Department is used it will be understood as referring to the California Department of Fish and Wildlife.

Wherever in the contract the word Engineer is used it will be understood as referring to the Chief Engineer of the California Department of Fish and Wildlife, acting personally or through an assistant duly authorized in writing for such act by the Engineer.

Written notice must be deemed to have been duly served if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended or if delivered at or sent by registered mail to the last business address known.

The term Subcontractor, as employed herein, includes only those having a direct contract with the Contractor and it includes one who furnishes material worked to a special design according to the plans or specifications of this work but does not include one who merely furnishes material not so worked.

The term "work" of the Contractor or Subcontractor includes labor or materials or both, equipment, transportation, or other facilities necessary to complete the contract.

20. CORRELATION AND INTENT OF CONTRACT ~ All parts of the contract are complementary, and what is called for by none will be as binding as if called for by all. The intention of the contract is to include all labor and materials, equipment and transportation necessary for the proper execution of the work.