P2475005,_Sample_Contract.pdf

STATE OF CALIFORNIA - DEPARTMENT OF GENERAL SERVICES

STANDARD AGREEMENT

STD 213 (Rev. 04/2020)

AGREEMENT NUMBER

P2475005 PURCHASING AUTHORITY NUMBER (If Applicable)

SCO ID: 3600-P2475005

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

October 1, 2024

THROUGH END DATE

September 30, 2027

3. The maximum amount of this Agreement is:

TBD

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.

Exhibits Title Pages

Exhibit A Scope of Work 10

Exhibit B Budget Detail and Payment Provisions 4

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

Exhibit D Additional Provisions 11

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

TBD

CITY STATE ZIP

PRINTED NAME OF PERSON SIGNING

TBD

TITLE

CONTRACTOR AUTHORIZED SIGNATURE DATE SIGNED

STATE OF CALIFORNIA

CONTRACTING AGENCY NAME

California Department of Fish andWildlife

CONTRACTING AGENCY ADDRESS

P.O. Box 944209

CITY

Sacramento

STATE

CA

ZIP

94244

PRINTED NAME OF PERSON SIGNING

AmyMowrer

TITLE

Branch Chief - Business Management Branch

CONTRACTING AGENCY AUTHORIZED SIGNATURE DATE SIGNED

CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL EXEMPTION (If Applicable)

SAM

PLE

California Department of Fish and Wildlife Agreement Number: P2475005 Exhibit A – Scope of Work Contractor: TBD

(Version 03/2023)

1. Introduction of Services

The Contractor agrees to provide janitorial services to the California Department of Fish and Wildlife (CDFW) in accordance with the specifications, terms, and conditions contained herein.

2. Location of Services

The services will be performed at the following location: CDFW, Marine Wildlife Veterinary Care and Research Center located at 151 McAllister Way, Santa Cruz, CA 95060

3. Service Schedule

The services will be provided between the hours of 4:30 p.m. and 8:30 a.m., Tuesday and Fridays or as mutually arranged by the CDFW Contract Manager and the Contractor, excluding holidays and as otherwise stated. The Contractor will be required to obtain agreement, in writing, from the CDFW Contract Manager for any changes to the service schedule.

4. Project Officials

CDFW Project Officials Contractor Project Officials Contract Manager Project Director Name: Laird Henkel Name: TBD Phone: (831) 469-1726 Phone:

Email: laird.henkel@wildlife.ca.gov Email:

Address: 151 McAllister Way

Santa Cruz, CA 95060 Address:

Direct all inquiries to: Direct all inquiries to:

CDFW – OSPR

Name: Kendell Craycraft Name: Same as above Address: 1010 Riverside Pkwy Address:

West Sacramento, CA 95605 Phone: (916) 215-3373 Phone:

Email: kendell.craycraft@wildlife.ca.gov Email:

Either party may make changes to the Project Officials by giving written notice to the other party. Said changes will not require an amendment to this Agreement.

5. Scope of Work

A. Background and Objectives

In order to provide CDFW employees with a clean working environment, it is necessary to obtain professional janitorial services at the Marine Veterinary Wildlife Care and Research Center.

Services are to be performed on approximately 20,000 square feet of office space and laboratory space.

B. Work to be Performed

The Contractor will provide the following services:

Task 1:

1. Front Offices, Upstairs Office, Conference Room, Corridors and Entry Areas:

a. Empty and clean all trash containers and dispose of all trash and rubbish. Clean trash containers if soiled with food or drinks and reline.

b. Vacuum carpets and doormats removing all staples, paper clips, and any other debris. Move and replace chairs as necessary to reach all areas.

c. Sweep and mop all hard surface floors with a disinfectant or germicidal solution.

Floors will be maintained in a clean state, free of buildup, dirt, and black markings.

d. Remove any spots, spills, gum, oil, or miscellaneous spots from carpets, floors, and hallways.

e. Remove finger marks and smudges from all entrance doors and counters. Wipe any residual cleaner and/or water from sills, walls, and frames.

f. Spot clean shoe marks, fingerprints, pen/pencil marks from front panels of furniture, work surfaces, walls, switch plates, partitions, doors, doorframes and light fixtures.

g. Wash front doors, counters, door handles, knobs, etc., using germicidal detergent to remove fingerprints, smudges, etc. Wipe any residual cleaner and/or water from sills, walls, and frames.

h. Clean, polish, and sanitize drinking fountain to eliminate stains and mineral deposits.

i. Sweep front sidewalk entrance area.

j. Feather dust ledges, shelves, wall pictures, etc.

Task 2:

2. Kitchen:

a. Empty and clean all trash and recycling containers and dispose of all trash and rubbish in the appropriate outside containers. Wash trash containers if soiled and reline.

b. Sweep and mop floors.

c. Clean and sanitize the sink, counter tops, tables from fingerprints, smudges, grease, dirt, water spots, etc.

d. Wash all door handles, knobs, etc.

e. Spot clean shoe marks, fingerprints, etc., from front panels of cabinets, appliances, switch plates, and walls.

Task 3:

3. Laboratory Area:

a. Empty non-hazardous waste receptacles.

b. Sweep and damp mop floors with a disinfectant or germicidal solution. Floors will be maintained in a clean state, free of buildup, dirt and black markings. Rubber mats will be removed prior to mopping and will be maintained in a clean and sanitary state.

Task 4:

4. Main Building, Breezeway, and Necropsy Lab Restrooms

a. Clean and maintain in a sanitary and odor-free condition all floors, mirrors, sinks, showers and sanitize all toilet bowls, urinals, toilet seats, fixtures, walls and partitions with germicidal detergent. Mop and wipe down boards, partition legs, vanity, etc., to eliminate water/wax splashes.

b. Wash all door handles, knobs, etc., with germicidal detergent.

c. Empty all trash and feminine hygiene containers, replacing plastic liners if soiled.

Wash exterior of containers with germicidal detergent.

d. Refill all paper towel, toilet paper, toilet seat protectors and soap dispensers by placing the items in their appropriate dispenser. Place extra paper supplies in each restroom.

e. Inform the CDFW Contract Manager when dispenser supplies are low and in a reasonable timeframe so as not to run out of supplies.

Task 5:

5. Breezeway:

a. Clean, polish and sanitize drinking fountain to eliminate stains and mineral deposits.

b. Wash and sanitize sinks and refill towel and soap dispensers.

c. Sweep breezeway floor (blowers will not be acceptable because of noise and dust created).

Task 6:

6. SEMIANNUAL MAINTENANCE OF MAIN BUILDING (to be performed during the first weekend of June and December each year of the agreement, or as mutually agreed upon by CDFW and the Contractor):

a. Thoroughly clean all linoleum floors to ensure all staples, paper clips, dirt, mop strings, etc. are off the floor prior to sealing and re-waxing (does not include the epoxy floors).

b. Strip all wax from all linoleum floors including corners and along walls and edges of non-movable furniture, moving desks, chairs, tables, etc. (where possible) and ensuring a uniform appearance.

c. Seal and re-wax all linoleum floors, finishing to a high gloss, non-slip finish.

d. Clean all mop/baseboards and furniture of stripper and wax splashes.

e. Return all furniture to its original place after floors are dry.

f. Wash all trash containers, interior and exterior, and replace all liners if soiled.

Wash all forty-eight (48) windows, screens, windowsills, and frames, interior and exterior, wiping away any residual cleaner and/or water from sills, walls and frames.

Task 7:

7. ANNUAL MAINTENANCE OF MAIN BUILDING (to be performed during the first week in March, or as mutually agreed upon by CDFW and the Contractor.):

a. All carpeting will be cleaned employing the steam clean method. The carpet must be dry within 24 hours and prior to the start of the State business day.

b. All chairs, chair mats, trash containers, etc. will be moved during the cleaning process and returned to their original place after the carpeting is dry.

c. All carpeting will be thoroughly vacuumed prior to steam cleaning using a “beater bar,” moving all furniture as necessary for cleaning.

d. A thorough water rinse cycle will be used using a non-ionic wetting agent. This will reduce surface tension increasing the extraction capability and reducing the carpet drying time after cleaning.

e. To ensure proper drying time, air movers will be used to increase the airflow.

f. Wash all thirty-two (32) window blinds removing all dust and dirt.

g. Wash all heating and ventilation covers and/or grills and areas directly surrounding them, removing all dust and dirt.

h. Clean/wipe louvers and hanging light fixtures in reception and lunch areas.

Task 8:

8. URGENT SERVICES:

The Contractor will be required to respond to urgent calls during non-business hours, if necessary. As such, the Contractor is required to bid on a daily Urgent Call Back Rate in the event an urgent call occurs. The Contractor agrees that during an urgent situation, janitorial service hours will be mutually arranged by the CDFW Contract Manager and the Contractor. Urgent calls are unpredictable at the States Marine Veterinary Care and Research Center. Thirty (30) days have been allotted in the budget for this agreement.

Task 9:

9. URGENT DAILY MAINTENANCE SERVICES: (Monday through Sunday)

Daily Maintenance will be required when the facility is responding to an urgent event.

Daily janitorial services will be required within 24 hours once notified of the event. It is expected when an urgent response occurs it will last approximately five weeks. In addition, approximately 150 personnel will be working at this facility during the first two weeks and approximately 50 personnel during the last three weeks of an urgent response. The following services will be provided daily (between 4:30 p.m. and 8:30 a.m.) in the event an urgent situation occurs:

Task 9.1-9.3:

9.1. DAILY MAINTENANCE

Front Office Area: (Front Office, Conference Room, North [main] Corridor, and Entry

Area)

a. Empty and clean all trash containers and dispose of all trash and rubbish. Reline trash containers if soiled.

b. Vacuum carpets/door mats removing all staples, paper clips, and any other debris.

Move and replace chairs as necessary to reach all areas.

c. Sweep and mop all hard surface floors with a disinfectant or germicidal solution.

Floors will be maintained in a clean state, free of buildup, dirt and black markings.

d. Remove spots and/or spills from carpets, floors, hallways to remove gum, oil, and any other miscellaneous spots.

e. Remove finger marks and smudges from all entrance doors and counters. Wipe any residual cleaner and/or water from sills, walls, and frames.

f. Spot clean shoe marks, fingerprints, pen/pencil marks from front panels of furniture, work surfaces, walls, switch plates, partitions, doors, doorframes, and light fixtures.

g. Wash front doors, counters, door handles, knobs, etc., removing fingerprints, smudges, etc. Wipe any residual cleaner and/or water from sills, walls, and frames.

Clean, polish and sanitize drinking fountain to eliminate stains and mineral deposits.

h. Sweep front sidewalk entry area.

9.2. Kitchen:

a. Empty and clean all trash and recycling containers and dispose of all trash and rubbish in the appropriate outside containers; reline trash containers if soiled.

b. Sweep and mop floors.

c. Clean and sanitize the sink, counter tops, tables from fingerprints, smudges, grease, dirt, water spots, etc.

d. Wash all door handles, knobs, etc.

e. Spot clean shoe marks, fingerprints, etc., from front panels of cabinets, appliances switch plates, and walls.

9.3. Restrooms and Showers: Main Building and Breezeway:

a. Clean and maintain in a clean, sanitary and odor-free condition all floors, mirrors, sinks and sanitize all toilet bowls, urinals, toilet seats, fixtures, walls and partitions with germicidal detergent. Mop and wipe down boards, partition legs, vanity, etc., to eliminate water/wax splashes.

b. Wash all door handles, knobs, etc., with germicidal detergent.

c. Empty all trash and feminine hygiene containers, replacing plastic liners if soiled.

Wash exterior of containers with germicidal detergent.

d. Refill all paper towel, toilet paper, toilet seat protectors and soap dispensers by placing the items in their appropriate dispenser. Place extra paper supplies in each restroom.

e. Inform CDFW Contract Manager when dispenser supplies are low and in a reasonable timeframe as to avoid running out of supplies.

Task 10-19:

GENERAL INFORMATION

10. Work Plan

The Contractor will be required to submit a work plan to the CDFW Contract Manager for review and approval in order to execute a final agreement. This work plan will identify staffing and the minimum time required to complete the tasks to ensure quality of job performance.

The Contractor is required to have a person able to converse with the CDFW professional staff regarding health and safety issues.

11. Maintenance of Checklists

The Contractor will provide a weekly checklist showing each scheduled day’s tasks accomplished and will post this checklist next to the Janitorial Room door. These checklists will be submitted to the CDFW Contract Manager at the end of each month during the monthly facility walk-through inspection.

12. Monthly Facility Walk-Through Inspection

A monthly walk-through inspection will be conducted with the Contractor and the CDFW Contract Manager or designee on the last Wednesday of each month to evaluate services.

13. Items Supplies By CDFW

The State will provide dispenser supplies (toilet paper, paper towels, toilet seat protectors, liquid disinfectant hand soap) and plastic trash liners. The Contractor will notify the CDFW Contract Manager of any plumbing or fixture problem (including light bulbs and fluorescent tubes that need to be replaced).

14. Items Supplied By Contractor

The Contractor will supply their employees with all equipment (vacuums, polishers, etc.), rags, mops, brooms, waxes, cleaners, etc., and appropriate chemical resistant gloves and eye wear when using hazardous cleaning chemicals.

15. Security

The Contractor will NOT allow building access (including people representing themselves as CDFW or University of Santa Cruz employees unless access to building is with a key) after the doors have been locked by CDFW staff at the close of business.

Building admittance is restricted only to employees of the Contractor who have been assigned to this location and have been previously introduced to the CDFW Contract Manager. Individuals who have not been assigned to perform services at this location (i.e., children or other family members/friends of Contractor or Contractor’s employees) are prohibited from entering the building and/or secured areas (including secured vehicle compounds) when cleaning the building. Failure to adhere to this requirement may result in immediate termination.

16. Confidentiality

The Contractor agrees that its employees will maintain confidentiality in and outside the premises regarding the cleaning routines, exposed written or graphic material, sensitive information, alarm codes, and anything else reasonably deemed private or confidential.

17. Professionalism

The Contractor agrees that their employees will conduct their work demeanor in and on the premises in a professional manner.

18. Cleaning Solutions

The Contractor will use commercial quality cleaning methods and materials by following the manufacturer’s label and using the following guidelines listed below:

Shampoo Solution: Neutral shampoo mixed by the directions will be used for lubrication, suspension, and emulsification of water-soluble spots.

Alkaline Spotter: For general removal of acid-based and water-soluble spots; will have pH between 9 and 10.

Acid Spotter: For removal of alkaline based spots and browning; for neutralizing after application of any strong alkaline spotter.

Protein Spotter: Specialized wet-side spotter for removing of protein-based spots such as blood, chocolate, grass, and tanning spotter for coffee.

Rust Remover: Dilute Hydrofluoric Acid Solution for treating rust spots; rust is not removed, but rather, turned into a colorless compound.

Gum Remover: Aerosol type for freezing gum deposits.

No cationic chemicals are to be used on carpeting. This would include silicones, pesticides, quaternary ammonium compound, and soil retardants.

Bona spatula and spotting brush using absorbent towel will be employed in all post spotting.

19. Health Insurance

Pursuant to Government Code Section 19134, contracts for janitorial, housekeeping, custodian, food service, laundry, window cleaning, and security guard services (“covered services”) must include provisions for employee benefits that are valued at least 85 percent (85%) of the state employer cost of benefits provided to state employees performing similar duties.

“Employee benefits” means either 1) health, dental, and vision benefits (either through a purchased plan or through self-insurance); 2) cash-in-lieu payments; or 3) a combination of actual benefits and cash-in-lieu payments.

The applicable wage rate to be paid to the Contractor’s employees providing covered services under this contract is $15.37per hour. Every employee performing covered services under this contract will receive the applicable rate corresponding to the total number of hours such employee works (excluding overtime). There is no minimum number of work hours required in order to qualify for Section 19134 benefits. Only employees performing “covered services” will receive such benefits; administrative, solely supervisory, or other support personnel are not covered.

The California Department of Human Resources (CalHR) posts rate changes as necessary. Updated rates can be found at https://www.calhr.ca.gov/state-hr-professionals/Pages/personal-services-contracts.aspx. Should a rate change occur during the life of this agreement, the Contractor is responsible for implementing the new benefit rates to be paid to Contractor’s covered employees. This rate will be retroactive to the date the rate change is posted by CalHR.

In order to be paid on the contract, Contractor must provide a monthly written report which is identified as the attached Special Terms and Conditions, titled “California Department of Fish and Wildlife Monthly Benefits Report,” consisting of one (1) page to the State identifying for each preceding month all of the following: the names of each employee who received Section 19134 cash-in-lieu of benefits, the number of hours worked by each employee, the hourly benefit rate used for each employee ($15.37 per hour), the total amount of cash-in-lieu of benefits paid to each employee, and the grand total of cash-in-lieu of benefits paid to all employees. This report will be due by the 15th of every month and will be sent to the CDFW Contract Manager.

The Contractor acknowledges that failure to comply with the provisions of Section 19134 will be deemed a material breach of this contract, which could subject the contract to immediate termination at the State’s sole option. This contract and all documents relating to implementation of Section 19134 are subject to audit by the Department of General Services, the Bureau of State Audits, and/or the State or its designee.

6. Contractor Minimum Qualifications/Requirements

A. The Contractor must be registered with the Department of Industrial Relations, Labor

Commissioner’s Office.

7. Insurance Requirements

The Contractor will be required to maintain the following insurance coverage throughout the duration of this agreement and must supply proof of coverage upon request by CDFW.

Insurance must be in accordance with the Exhibit D CDFW Additional Provisions.

A. Commercial General Liability (limits not less than $1,000,000 per occurrence with a $2,000,000 annual policy aggregate)

B. Automobile Liability (limits not less than $1,000,000 combined single limit per accident)

C. Workers Compensation and Employers Liability (limits of $1,000,000 are required.

The waiver of subrogation endorsement must also be provided).

https://www.calhr.ca.gov/state-hr-professionals/Pages/personal-services-contracts.aspx https://www.calhr.ca.gov/state-hr-professionals/Pages/personal-services-contracts.aspx

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”.

Exhibit B – Budget Detail and Payment Provisions <Insert Contractor Name>. Contractor: TBD

(Version 01/2024)

1. INVOICING AND PAYMENT

A. For services satisfactorily rendered, and upon receipt and approval of the invoice(s), the State agrees to compensate the Contractor for actual expenditures incurred in accordance with the rates specified herein.

B. The Contractor will be paid monthly in arrears, upon submission of an invoice, which properly details all charges, expenses, direct and indirect costs. Invoices must be submitted to:

Contract Manager: Laird Henkel CDFW Region / Division: MWVCRC Email: laird.henkel@wildlife.ca.gov

C. The invoice will be forwarded to the California Department of Fish and Wildlife

(CDFW) Accounting Claims Section by the CDFW Contract Manager. Payment of any invoice will be made only after receipt of a complete, supported, documented, and accurately addressed invoice. All invoices must be approved by the Contract Manager.

D. The invoice must contain the following information:

1. The word “Invoice” 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 CDFW Region/Division being billed (see section 1.B. above)

5. The date of the invoice and the time period covered

6. The agreement number upon which the claim is based

7. An itemized account of the services for which the CDFW 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

c. The method of computing the amount due based on a line item budget/cost reimbursement method. Payments will be made by the State to the Contractor, in arrears, upon receipt of an itemized invoice showing the time period covered and the work items accomplished. The invoice must be itemized using the categories and following the format of the attached budget.

d. 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 must include all costs incurred by the Contractor under the terms of this agreement; and

e. The original or verified electronic signature of the Contractor (not required of established firms or entities using preprinted letterhead invoices).

8. 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 will be made in the payment of these invoices.

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 will be of no further force and effect. In this event, the State will have no liability to pay any funds whatsoever to the Contractor or to furnish any other considerations under this Agreement and the Contractor will 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 will 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. ADVANCE PAYMENTS, ASSEMBLY BILL 590

A. Advanced payments (not exceeding 25% of contract amount) may be authorized by the State to community based private nonprofit agencies that satisfy the minimum requirements outlined in Government Code 11019.3 (c)(2)(A)(i-viii).

B. The private nonprofit agency must demonstrate status in good standing under Section 501(c)(3) of the Internal Revenue Code, provide supporting documentation, and receive approval from the CDFW Contract Manager.

C. Advanced payment funds must be deposited into a federally insured account in the Contractor’s name that provides the ability to track interest earned and withdrawals.

https://casetext.com/statute/california-codes/california-government-code/title-2-government-of-the-state-of-california/division-3-executive-department/part-1-state-departments-and-agencies/chapter-1-state-agencies/article-1-general/section-110193-effective-112024-expansion-of-existing-advance-payment-practices-for-state-grants-and-contracts-with-nonprofits

Any accumulated interest will be deemed to be contract money and subject to federal and state laws and regulations.

D. The Contractor must provide progress reports on the expenditure of advanced funds (no less than quarterly) that include a summary of the work to be completed, proof of expenditure, and other associated information determined by the CDFW Contract Manager.

E. Funding provided as advance payment but not expended within the contract period must be returned to CDFW.

4. PROMPT PAYMENT CLAUSE

Payment will be made in accordance with, and within the time specified in Government Code Chapter 4.5, commencing with Section 927.

5. TIMELY SUBMISSION OF FINAL INVOICE

A final undisputed invoice must be submitted for payment no more than thirty (30) calendar days following the expiration or termination date of this Agreement, unless a later or alternate deadline is agreed to in writing by the Contract Manager. Said invoice should be clearly marked “Final Invoice,” thus indicating that all payment obligations of CDFW under this Agreement have ceased and that no further payments are due or outstanding.

6. BUDGET FLEXIBILITY CLAUSE

A. Subject to the prior review and approval of the Contract Manager, line item shifts of up to a cumulative maximum of $25,000 or 10% of the annual Agreement total, whichever is less, may be made over the life of the Agreement. There must be a substantial business justification for any shifts made.

B. Line item shifts may be proposed / requested by either CDFW or the Contractor in writing and must not increase or decrease the total Agreement amount allocated.

C. If the Agreement is formally amended, any line item shifts agreed to by the parties must be included in the amendment.

7. LINE ITEM BUDGET

The Contractor will provide CDFW janitorial services in accordance with the specifications, terms, and conditions contained herein, at the unit rates noted below. Rates include all Contractor costs including but not limited to labor, shipping, transportation, taxes, travel, parking and all other expenses necessary under the performance of this contract.

The Contractor will be reimbursed for actual services rendered as requested and approved by the CDFW Contract Manager. The Contractor will be reimbursed at the unit rates identified below to a total cost that must not exceed TBD ($ XX.XX).

Fiscal Year

(FY)

Number of Months

(a)

Monthly Rate (b)

Monthly Subtotal (axb=c)

Daily Urgent Call Back

Rate (d)

Number of days1

(e)

Urgent Subtotal (dxe=f)

Total per FY (c+f)

FY 24/25 9

(Oct-Jun) $ $ $ X10 $ $

FY 25/26 12 $ $ $ X10 $ $

FY 26/27 12 $ $ $ X10 $ $

FY 27/28 3

(July-Nov) $ $ $ X10 $ $

TOTAL CONTRACT AMOUNT

(FY 24/25+ FY 25/26 + FY 26/27 + FY 27/28) =

1Actual number of days per service period may fluctuate based on service needs not to exceed 10 days

California Department of Fish and Wildlife Exhibit D – Additional Provisions (Rev 05/2024)

1. LICENSES AND PERMITS (If Applicable) ~ The Contractor must be an individual or firm licensed to do business in California and must obtain, at his/her expense, all licenses and permits required by law for accomplishing any work required in connection with this Agreement.

If you are a Contractor located within the State of California, a business license from the City/County in which you are headquartered is necessary; however, if you are a corporation, a copy of your incorporation documents/letters from the Secretary of State’s Office can be submitted.

If you are a Contractor outside the State of California, you will need to submit to CDFW, a copy of your business license or incorporation papers for your respective State showing that your company is in good standing in that State.

In the event any licenses and/or permits expire at any time during the term of this Agreement, Contractor agrees to provide the California Department of Fish and Wildlife (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 all required licenses and permits current, the State may, in addition to any other remedies it may have, terminate this Agreement upon occurrence of such event.

2.

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, non-exclusive, and irrevocable license to reproduce, publish, and use such work, or any part thereof, and to authorize others to do so.

3.

RIGHT TO TERMINATE ~ CDFW 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.

4. 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 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.

5.

PROPERTY ACQUISITIONS ~ Property, as used in this section must include:

a.

Equipment – Tangible property (including furniture) with a unit cost of $5,000.00 or more, and a useful life of four (4) years or more. Actual costs include the purchase price plus all costs to acquire, install and prepare the equipment for its intended use.

Furniture – Standard office furnishings including desks, chairs, bookcases, credenzas, tables, etc., with a unit cost of less than $5,000.00.

c.

Portable Assets – Items considered ‘highly desirable’ because of their portability and value, e.g., calculators, laptops, tablets, mobile phones, flash drives, cameras, and microscopes, etc. (excludes all hardware, software, data processing systems).

d.

Electronic Data Processing (EDP) Equipment – All computerized and auxiliary automated information handling including system design and analysis, conversion of data, computer programming, information storage and retrieval, voice, video, and data communications, requisite system controls, simulation and all related interactions between people and machines.

The Contractor may purchase property under this Agreement only if specified in Exhibit B titled ‘Budget Detail and Payment Provisions’. Any property purchased by the Contractor, with funds provided under this Agreement, will be the property of the State during the customary depreciable life thereof. The Contractor must promptly report any such purchase to the CDFW Contract Manager. Should this Agreement be terminated for any reason, or upon expiration and failure to negotiate hereof, all such property will be returned to the State within the timeframe negotiated between the Contractor and the State. Prior written authorization by the CDFW Contract Manager will be required before the Contractor will be reimbursed for any property purchases not specified in the Line-Item Budget. The Contractor will provide to the CDFW Contract Manager, all particulars regarding the necessity for such property and the reasonableness of the cost.

Before property purchases made by the Contractor are reimbursed by CDFW, the Contractor must provide the following:

1. paid vendor receipts identifying the Agreement number,

2. purchase date,

3. purchase price,

4. description of the item,

5. serial number,

6. model number, and

7. location, including street address where property will be used during the term of this

Agreement.

Paid receipts must be attached to Contractors’ invoices. The Contractor must keep adequate and appropriate records of all property purchased with Agreement funds and at the time of purchase, prepare a Property Purchased with State Funds report and submit one (1) copy to the CDFW Contract Manager and one (1) copy must be retained by the Contractor.

CDFW reserves the right, at any time, to evaluate the cost of property and reimburse at an amount equal to costs reflected in but not limited to Agreements the State Department of General Services, Procurement Division has negotiated with vendors who supply the same type of property. The Contractor must tag all acquired assets. The purpose of tagging assets is to designate the assets as belonging to the State.

Upon termination, expiration or failure to negotiate renewal of this Agreement, all property purchased with Agreement funds must promptly be returned to the State. The Contractor will prepare an inventory of State Furnished Property report and submit to the State and will at that time query the CDFW Contract Manager as to the State’s requirements, including the manner and method, in returning said property to the State. Final disposition of such property will be at State expense in accordance with instructions from the CDFW Contract Manager to be issued immediately after receipt of the final inventory.

6.

LOST, STOLEN or DESTROYED PROPERTY ~ The Contractor must immediately report the loss, theft, or destruction to the local law enforcement agency (or the California Highway Patrol {CHP} if the crime occurs on either state-owned or state leased property) and to the CDFW Contract Manager and prepare a Property Survey Report.

In the case of stolen property, the Contractor must also complete a CHP Report of Crime on State Property (STD 99) form and obtain a copy of the law enforcement agency’s report to submit to the CDFW Contract Manager. The Contractor will adjust their property records and retain a copy of the Property Survey Report as documentation.

Losses of State property due to fraud or embezzlement must be reported in the same manner as described above. The Contractor will be charged with any loss and damages to State property due to the Contractor’s negligence. The Contractor will, at the request of the State, submit an inventory of property furnished or purchased under the terms of this Agreement. Such inventory will be required not more frequently than annually.

7.

INCOME RESTRICTIONS ~ The Contractor agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Contractor under this

Agreement will be paid by the Contractor to CDFW, to the extent that they are properly allocable to costs for which the Contractor has been reimbursed by CDFW under this Agreement.

8.

CONFIDENTIALITY OF DATA ~ The Contractor must protect from disclosure all information made available by CDFW. The Contractor will not be required to keep confidential any data or information which is publicly available, independently developed by the Contractor, or lawfully obtained from third parties. Written consent of CDFW must be obtained prior to disclosing information under this Agreement.

9.

DISABLED VETERAN BUSINESS ENTERPRISE (DVBE) PARTICIPATION REQUIREMENTS

~ The Contractor agrees to use DVBE subcontractors or suppliers originally identified by the Contractor, unless the Contractor requests substitution, in writing beforehand to the CDFW Contract Manager and the CDFW Contract Manager has approved such substitution. At a minimum, the request must include:

a.

A written explanation of the reason for the substitution; and

The identity of the person or firm substituted.

The request and the CDFW Contract Manager’s approval is not to be construed as an excuse for noncompliance with any other provision of law, including but not limited to the subletting and subcontracting Fair Practices Act or any other Agreement requirements relating to the substitution of subcontractors. Failure to adhere to at least the level of participation for DVBE proposed by the Contractor may be cause for Agreement termination and recovery of damages under the rights and remedies due the State.

If the Contractor enters into a subcontract with a DVBE, CDFW and the Contractor are required to follow Military and Veterans Code Sections 999.5, 999.55 and 999.7.

Pursuant to the Military and Veterans Code (M&VC) Section 999.5, when a Contractor has entered into a subcontract with a DVBE, the Contractor must complete a Prime Contractor’s DVBE Subcontracting Report (STD 817), within 60 days after receiving final payment. Upon request by CDFW, the Contractor must provide proof of total payment amount to the DVBE subcontractor.

A person or entity that knowingly provides false information will 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 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 will be enforceable as a civil judgment.

Pursuant to the M&VC Section 999.7, CDFW will withhold ten thousand dollars ($10,000) from the final payment, or the full final 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 will 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, CDFW will permanently deduct ten thousand dollars ($10,000) from the final payment, or the full 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).

https://www.documents.dgs.ca.gov/dgs/fmc/pdf/std817.pdf

Notwithstanding any other law, the CDFW will not withhold more than the amount specified on the final payment of any DVBE contract for the purposes of ensuring compliance with the certification requirements of M&VC 999.5.

10.

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

11. USE OF SUBCONTRACTOR(S) ~ 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;

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; and d.

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

Further, any subcontract in excess of $100,000.00 entered into as a result of this Agreement must contain all applicable provisions stipulated in this Agreement.

The Contractor will be responsible for all work performed under this agreement. 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 must immediately remove such subcontractor upon written request of the State and the subcontractor must 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.

All changes in subcontractual relationship during the term of this agreement must be submitted to the CDFW Contract Manager in writing within 10 working days of said change.

12. 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.

13.

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 non-represented/excluded State employees. No travel outside the State of California will be reimbursed unless prior written authorization is obtained from CDFW.

14.

NOVATION ~ If the Contractor proposes any Novation Agreement, CDFW will act upon the proposal within sixty (60) days after receipt of the written proposal. The State may review and consider the proposal, consult and negotiate with the Contractor, and accept or reject all or part of the proposal. Acceptance or rejection may be made orally within the sixty (60) day period and confirm in writing within five (5) days. No Novation Agreement will become operative or otherwise binding on the State pursuant to this paragraph in the absence of a formal Novation Agreement amendment which has been approved in accordance with all applicable State policy, laws, and procedures.

15.

INSURANCE ~ When the Contractor submits a signed Agreement to CDFW, the Contractor must also furnish either proof of self-insurance, or certificate(s) of insurance showing that the required insurance is presently in effect. Contractor agrees to make complete copies of applicable insurance policies available to CDFW upon request. The State will not be responsible for any premiums or assessments on the policy.

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. The policy’s retroactive date must be shown on the certificate of insurance and must be before the execution date of the contract or before the start of any contract work.

2)

Policy Cancellation / Termination & Notice of Non-Renewal – Contractor must provide the State within two (2) 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 at all times 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 Required Rating – All insurance companies must carry a rating acceptable to the Office of Risk and Insurance Management. If the Contractor is self-insured for a portion or all its insurance, review of financial information including a letter of credit may be required.

6)

Endorsements – Any required 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.

In the case of Contractor’s utilization of subcontractors to complete the contracted scope of work, Contractor must include all subcontractors as insureds under Contractor’s insurance or supply evidence of insurance to the State equal to policies, coverages and limits required of Contractor.

7)

Inadequate Insurance – Inadequate or lack of insurance does not negate the Contractor’s obligations under the contract.

Provider hereby represents and warrants that Provider is currently and will remain, for the duration of this Agreement at Provider’s own expense, insured against:

1)

Commercial General Liability – Contractor must maintain general liability on an occurrence form with limits not less than $1,000,000.00 per occurrence for bodily injury and property damage liability combined with a $2,000,000.00 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.