P2482001,_Sample_Contract.pdf

STATE OF CALIFORNIA - DEPARTMENT OF GENERAL SERVICES

STANDARD AGREEMENT

STD 213 (Rev. 04/2020)

AGREEMENT NUMBER

SAMPLE P2482001

PURCHASING AUTHORITY NUMBER (If Applicable)

SCO ID: SAMPLE 3600-P2482001

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

To Be Determined (TBD)

2. The term of this Agreement is:

START DATE

July 1, 2024

THROUGH END DATE

June 30, 2029

3. The maximum amount of this Agreement is:

$20,000,000.00 | Twenty Million Dollars and Zero Cents

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 26

Exhibit A ATTCH 1 Service Area Map 1

Exhibit A ATTCH 2 Sample Work Authorization 2

Exhibit A ATTCH 3 Quarterly Report 1

Exhibit A ATTCH 4 Statement of Qualifications TBD

Exhibit B Budget Detail and Payment Provisions 3

Exhibit B ATTCH 1 Cost Sheet and Personnel Rates TBD

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

Exhibit D Additional Provisions 10

Exhibit I Travel Reimbursement Information 3

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.)

To Be Determined

CONTRACTOR BUSINESS ADDRESS

To Be Determined

CITY

To Be Determined

STATE

TBD

ZIP

TBD

PRINTED NAME OF PERSON SIGNING

To Be Determined

TITLE

To Be Determined

CONTRACTOR AUTHORIZED SIGNATURE DATE SIGNED

STATE OF CALIFORNIA - DEPARTMENT OF GENERAL SERVICES

STANDARD AGREEMENT

STD 213 (Rev. 04/2020)

AGREEMENT NUMBER

SAMPLE P2482001

PURCHASING AUTHORITY NUMBER (If Applicable)

SCO ID: SAMPLE 3600-P2482001

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) SCM Volume 1, Chapter 11

California Department of Fish and Wildlife Agreement Number: P2482001 Exhibit A – Scope of Work Contractor: To Be Determined

(Version 03/2023)

1. Introduction of Services

The Contractor agrees to provide environmental consulting services to the California Department of Fish and Wildlife (CDFW) in accordance with the specifications, terms, and conditions contained herein. Consulting services are to support CDFW’s compliance with the California Environmental Quality Act (CEQA) (Public Resources Code § 21000 et seq.)

when CDFW is required to act as a Lead or Responsible Agency for CEQA projects (California Code of Regulation. title 14, § 15378) that are generally located in CDFW’s “Southern Service Area,” as distinguished from CDFW’s Regions, and as set forth below.

The Contractor will prepare all types of legally adequate, high-quality CEQA documents;

provide review of and advice on the adequacy of CEQA documents prepared by others for use by CDFW (for example, a project applicant’s consultant and other Lead or Responsible Agencies); and conduct compliance monitoring and other support activities associated with CEQA documents.

2. Location of Services

The services will be performed in the Southern Service Area as shown on the map included as Exhibit A – Attachment 1.

The Southern Service Area is: CDFW Region 4 Inland and CDFW Region 6. The Area covers the following fourteen (14) counties in their entirety: Stanislaus, Tuolumne, Merced, Mariposa, Madera, Fresno, Kings, Tulare, Kern, Mono, Inyo, San Bernadino, Riverside, and Imperial.

Projects may occur anywhere within the respective Service Area (see Exhibit A – Attachment 1). It is possible that CDFW may request Contractor services for a project that is beyond the boundaries of the Southern Service Area. For example: 1) when a project spans beyond the boundaries of the Southern Service Area into an adjacent Service Area;

2) a conflict of interest arises in another Service Area (i.e., Northern Service Area or Coastal Service Area); 3) a project with a statewide scope; 4) due to termination of an Agreement in another Service Area; or 5) insufficient funding authority. The Contractor may be asked to work outside the Southern Service Area under these or other similar situations, however these situations are expected to be rare.

3. Service Schedule

The services will be provided during standard business hours, except on holidays. 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 Contract Manager (Principal) Name: Lance Salisbury Name: To Be Determined Phone: (916) 879-4836 Phone:

Email: lance.salisbury@wildlife.ca.gov Email:

Address: 1010 Riverside Pkwy

West Sacramento, CA 95605 Address:

Direct all inquiries to: Direct all inquiries to:

Contract Administrator CDFW – Habitat Conservation Planning Branch/Administrative Service Program

Name: Tracy Sullivan Name: To Be Determined Address: 1010 Riverside Pkwy Address:

West Sacramento, CA 95605 Phone: (916) 594-5504 Phone:

Email: tracy.sullivan@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

The purpose of the Agreement is to retain CEQA consulting services to support CDFW’s compliance with CEQA when CDFW needs to act as a Lead or Responsible Agency for CEQA projects. The consulting services include preparing all types of CEQA documents, as well as providing review and advice on the adequacy of CEQA documents prepared by others, including project applicants and other Lead and Responsible Agencies, for use by CDFW. Consulting services will also include compliance monitoring and other support related to the environmental document(s) for certain projects. Additionally, consulting services must be available when CDFW staff provide support for the California Fish and Game Commission, when the Commission acts as Lead Agency for CEQA projects. The Contractor will provide CEQA consulting services described herein for all projects within the Service Area.

CDFW must comply with CEQA when it undertakes activities that CEQA defines as a “project” (Cal Code Regs. tit. 14, § 15378). CEQA projects encompass activities that involve a discretionary approval by CDFW such as, but not limited to, the issuance of permits or other entitlements, the adoption or amendment of regulations, and activities undertaken directly by CDFW.

CDFW may serve as a CEQA Lead or Responsible Agency when it is asked to issue a discretionary permit for a Project. This may occur when project applicants request a permit or other entitlement from CDFW such as, but not limited to, an Incidental Take Permit pursuant to the California Endangered Species Act (CESA) (Fish & Game Code § 2081 et seq.; Cal. Code Regs., tit. 14, § 783 et seq.) and/or a Lake and Streambed Alteration (LSA) Agreement (Fish & G. Code § 1600 et seq.) from CDFW for project work. CDFW may also serve as Lead or Responsible Agency for the approval of Mitigation Banks, Natural Community Conservation Plans, and other habitat-related plans or projects. Additionally, CDFW may need to modify a federal document (i.e., National Environmental Policy Act [NEPA]) to comply with CEQA requirements pursuant to Cal Code Regs., tit. 14, §§ 15220 - 15229.

CDFW also directly undertakes its own projects, which may be discretionary actions subject to CEQA. These projects may include, but are not limited to, Land Management Plans, Marine Protection Area regulations, and other actions on CDFW lands and facilities.

As a Lead Agency, CDFW must consider all the environmental impacts of a proposed project on certain enumerated subject areas, including, but not limited to, impacts on biological resources, air and water quality, cultural resources, traffic, noise, and energy. In many cases, CDFW is required as Lead Agency to prepare complex environmental documents, such as environmental impact reports.

CDFW requires the services of a Contractor with expertise in all subject areas that a CEQA analysis must consider and evaluate to ensure that CDFW meets its legal obligations pursuant to CEQA.

There are times when another public agency acts as a Lead Agency for a project and CDFW must act as a Responsible Agency. The scope of the environmental analysis required of CDFW in this case is more limited; however, outside consultation expertise may be needed to support CDFW in meeting its legal responsibilities.

B. Governance

1. Nothing in this Agreement affects the exercise of independent judgment by CDFW as required by CEQA. The Contractor will make recommendations to CDFW;

however, all conclusions, final decisions, findings, and similar decisions will be made by CDFW alone. The Contractor will take direction from CDFW and perform services and activities (Contract Work) consistent with this direction, even if the Contractor, including its legal expert(s), disagrees with that direction.

2. The Contract Work completed by the Contractor is paid by CDFW but is funded through reimbursement agreements with project applicants unless CDFW is undertaking its own project. The Contractor works exclusively for CDFW in relation to Contract Work. The Contractor will not communicate with project applicants regarding the Contract Work unless specifically authorized in writing by CDFW to do so.

3. CDFW will request Contractor services for each project through a Work Authorization. Exhibit A – Attachment 2, Sample Work Authorization, is attached hereto, as part of the Agreement. Work Authorizations will specify the exact Contract Work needed from the Contractor for each project. Work Authorizations and their associated budget must be signed by CDFW and an authorized representative of the Contractor to be considered final. Work Authorizations may be amended as needed.

4. Any work conducted by the Contractor that is not authorized by CDFW through a signed Work Authorization will be at the Contractor’s expense and must not be charged to CDFW.

5. New Work Authorizations will only be issued during the first thirty-six (36) months of the term of this Agreement, herein referred to as “Phase 1 – Active.” The last twenty-four (24) months of this Agreement will herein be referred to as “Phase 2 – Completion.” The purpose of Phase 2 – Completion is to allow for the completion of all Work Authorizations issued during Phase 1, as well as any associated compliance monitoring that may be required under the Work Authorization. At the sole discretion of CDFW, a Work Authorization may be amended during Phase 2 – Completion to the extent necessary to complete work authorized during Phase 1 – Active, or to enable the Contractor to carry out compliance monitoring activities identified in a completed CEQA document.

6. CDFW intends on retaining the services of new consulting services at the end of Phase 1 – Active, to develop new Work Authorizations while the Contractor completes Contract Work under Phase 2 – Completion. Any work not completed by the Contractor by the end of Phase 2 will be completed under a separate agreement.

Completed or uncompleted project deliverables outlined in the Work Authorizations are the property of CDFW and will be provided to CDFW within five (5) business days of the end of Phase 2.

7. The Contractor will appoint a Contract Manager (Principal) who will oversee and be responsible for the overall administration of the Agreement. CDFW will appoint a CDFW Contract Manager who will oversee and be responsible for the overall administration of the Agreement. The Project Officials, consisting of the CDFW Contract Manager and Contractor’s Principal, are identified in Section 4.

8. In addition to executing all Agreement-related documents, the Contractor and assigned staff on a per project basis will comply with filing requirements for California Form 700, Statement of Economic Interests, upon assuming their consulting role, annually thereafter, and finally upon leaving their consulting role.

This form and instructions for completing it can be found at the website for the Fair Political Practices Commission at https://www.fppc.ca.gov/Form700.html.

9. The Contractor must address actual or perceived conflicts of interest that may arise.

CDFW has the right to utilize a Contractor from a different Service Area if there is a conflict of interest that cannot be resolved.

https://www.fppc.ca.gov/Form700.html

C. General Provisions Regarding Scope of Work

1. The Contractor will primarily work with the CDFW Regional Habitat Conservation Program staff who are responsible for CESA Incidental Take Permits (Fish & Game Code § 2081 et seq.; Cal. Code Regs., tit. 14, § 783 et seq.) and LSA Agreements (Fish & G. Code § 1600 et seq.). On occasion, Contractor will also work with other CDFW programs, such as, but not limited to, Wildlife Branch, Lands Program, Water Branch, Watershed Restoration Grants Branch, Habitat Conservation Planning Branch, and Fisheries Branch.

2. CDFW cannot predict with certainty when Work Authorizations will be issued;

however, the Contractor must have sufficient capacity to be able to work on Contract Work under Work Authorizations for multiple projects at one time.

3. While CDFW will strive to provide the Contractor as much notice as possible that a Work Authorization is going to be issued, the Contractor must assemble a team and begin Contract Work no later than five (5) business days after the Notice to Proceed has been issued by CDFW. The Notice to Proceed will be issued after the Work Authorization has been executed.

4. Due to the complex nature of preparing CEQA documents, CDFW anticipates that Work Authorization amendments may be required to accommodate tasks that were not anticipated when the Work Authorization was executed. The Contractor will process and approve Work Authorization amendments within five (5) business days of receipt so that Contract Work can resume with minimal delay.

5. When public meetings are required by law, or determined to be warranted by CDFW, these meetings will be specified in the Work Authorization. The Work Authorization will specify how many meetings will be held, when, and their primary purpose. The Contractor will arrange for the meeting location, prepare any meeting materials needed, and provide facilitation services for such meetings pursuant to a Work Authorization.

6. While fulfilling the requirements of the Work Authorization, the Contractor will strive to assist CDFW with keeping the costs of the projects to only what is necessary to provide a high-quality, legally adequate CEQA document. For example, the Contractor will not recommend unnecessary work (e.g., redundant studies or surveys) or meetings beyond what is required by CEQA. Recommending unnecessary work or meetings that are more than what is necessary to produce a high-quality, legally adequate CEQA document may result in cancellation of the Work Authorization or termination of the Agreement by CDFW.

7. The Contractor must have at least one office located within the Southern Service Area. In accordance with Exhibit I and in an effort to minimize travel costs, Contractor staff’s travel costs associated with a Work Authorization must be the lesser of costs between the Contractor’s office or the Contractor’s staff home office and the project site location.

8. CDFW will assign a Project Lead who will be responsible for managing the project and will serve as the main contact for the specific Contract Work. The Project Lead will request the Contractor’s services through the execution of a Work Authorization detailing the exact services to be performed by the Contractor for each project. The Contractor will coordinate closely with and report to the Project Lead. The Project Lead will direct the work of the Contractor. The Project Lead will review the Contractor’s work product and will have the authority to request modifications to work products or approve the Contractor’s work product. The Project Lead will review invoices, request corrections to invoices (i.e., when needed to correct for errors), and have the authority to approve or reject invoices.

9. The Contractor will assign a Project Manager who is responsible for managing, reviewing, and approving the Contract Work described in the Work Authorization for each project. The Project Manager will be the primary point of contact for CDFW’s Project Lead and will be identified in the Work Authorization. The Contractor’s Principal and Project Manager must not be the same person. The Project Manager identified in a Work Authorization may not change during the work covered by the Work Authorization unless that person vacates that position by leaving the Contractor’s employment, is promoted, or is removed from a project. If the Project Manager vacates the position, the Contractor will identify a replacement within five

(5) business days and the replacement will be at the same billing rate.

10. For each project, the Contractor will have subject matter experts available to provide expertise in all subject areas that a CEQA Lead Agency must consider and evaluate.

The subject areas include all the environmental factors found in the Environmental Checklist Form (Cal. Code Regs., tit. 14, § 15000 et seq., Appendix G) and other environmental effects that warrant consideration under CEQA. Except for the Contractor’s Senior Biologist described below, subject matter experts in all areas may not be needed for every project. The Work Authorization will identify the full extent of the team of subject matter experts necessary for each project. All such project teams will be led by the Project Manager.

11. The required subject matter experts need not be employed directly by the Contractor except for the Contractor’s Principal, Project Manager, and Senior Biologist.

Required subject matter experts may be retained by the Contractor as subcontractors or as independent contractors. Any such subcontractor or independent contractor must be identified in the Work Authorization and an updated Bidder Declaration listing any new subcontractor must be submitted by email to the CDFW Contract Administrator.

12. The Contractor will assign a Senior Biologist to each project team. The purpose of the Senior Biologist is to ensure the biological resources section of the CEQA document, prepared by the Contractor’s Biologists, is high-quality, accurate and appropriate. The Senior Biologist will review and approve the biological resources section of all CEQA documents and associated studies/surveys. The Senior Biologist must not be the same person as the Principal or Project Manager.

13. The Contractor will have a legal expert available who has specialized knowledge and experience with CEQA. The purpose of the legal expert will be to advise the Contractor on the legal adequacy of environmental documents prepared by the Contractor, among other duties. Legal review by the Contractor may not be necessary for every project. The Contractor will consult with the Project Lead when determining if legal review is necessary.

14. The cost incurred by meetings between Project Leads, project applicants, and the Contractor will be identified and included in the Work Authorization. The number of meetings, type or purpose, and approximate time required to prepare and complete the meetings will be included in the Work Authorization. Virtual meetings are preferred to minimize Contractor travel costs when possible. Any meetings more than what is identified in the Work Authorization will require prior written approval by the CDFW Project Lead.

15. The Contractor’s project team, including the Project Manager, subject matter experts, and any subcontractors, will work with and take direction from the CDFW Project Lead identified in the Work Authorization. If any member of the Contractor’s team fails to perform Contract Work under a Work Authorization to the satisfaction of CDFW, the Contractor may be required to remove that member from the project and find a replacement within five (5) business days.

16. If the Contractor’s performance of Contract Work is substandard, the CDFW Contract Manager may direct the Contractor’s Principal to immediately remove Contractor personnel from a project, cancel Work Authorization(s), and/or terminate the Agreement. Substandard performance may include, but is not limited to: failure to comply with the terms of the Agreement and/or Work Authorization(s), poor quality work product, missed deadlines, failure to return emails or voice messages, and recommending or engaging in unnecessary work or meetings.

17. Responsiveness is important for staying within the time frames listed in Work Authorizations. The Contractor will respond to emails or voice messages within two

(2) business days, providing confirmation of receiving the email or voice message.

Questions or requests submitted by CDFW through email or voice message will be answered or provided within five (5) business days. Continual failure of the Contractor in meeting the prescribed due dates may result in CDFW cancelling the Work Authorization.

18. The Contractor will consult, as necessary, with appropriate authorities and employees, agencies, and representatives of the State with regards to the work identified in the Work Authorization.

19. The Contractor will attend project meetings, as necessary, with CDFW, other professionals employed by the State, project proponents, and local and regional agencies to perform the work required for the project.

20. If any Contract Work becomes the subject of a legal challenge, the Contractor will cooperate with CDFW, the Office of the Attorney General, or other attorney identified by CDFW working on the matter. This includes, but is not limited to, assistance in the preparation of the administrative record. If litigation-related work is required, a Work Authorization amendment or new Work Authorization may be necessary.

21. All Contractor records associated with Contract Work will be retained by the Contractor for three (3) years from the date of completion of the Contract Work. At any time during Contract Work, or within the subsequent three (3) years, the Contractor will provide any of the work products covered in the Work Authorization in electronic and/or hard copy form within five (5) business days as directed by the CDFW Project Lead or CDFW Contract Manager.

D. Work to be Performed

The Contractor will provide the following services:

1. Task 1: Prepare CEQA Documents

a) The Contractor will draft legally adequate, high-quality CEQA documents. These include documents related to statutory and categorical exemptions, initial studies, negative declarations, mitigated negative declarations, environmental impact reports, certified regulatory programs, documents required when a project is also subject to the NEPA, technical reports, and mitigation monitoring or reporting programs. Drafting is not limited to the documents themselves, but includes preparing all required notices, forms, findings, plans, response to comments, administrative records, monitoring reports, and attending or facilitating meetings as required and in cooperation with CDFW (e.g., with CDFW staff, the project applicant, and at public meetings).

b) The type of Contract Work required for each project will be specified in each Work Authorization for the project. The Contractor will work with the CDFW Project Lead to create each Work Authorization. Unless otherwise directed by CDFW, the first Work Authorization for each new project will be to develop a project description and to prepare an initial study. If the Contractor receives a draft Work Authorization that specifies the type of CEQA document to be prepared, the Contractor will consult with CDFW about whether they concur with the type of document and whether an initial study should first be prepared. If the Contractor recommends a different CEQA document or an initial study based on its expertise, and CDFW in its independent judgment agrees with that recommendation, then the Work Authorization will be revised to reflect that change. After CDFW reviews the initial study and determines the document type, a second Work Authorization will be issued to prepare the CEQA document.

c) Upon execution of the signed Work Authorization, CDFW will issue a Notice to Proceed approving the start of work on the project by the Contractor. The Project Lead will email the Notice to Proceed to the Project Manager identifying the date the Contractor may begin work. The Contractor will not commence work pursuant to a Work Authorization prior to the start date identified in the Notice to Proceed.

The Contractor will not be entitled to payment for any work performed prior to the start date identified in the Notice to Proceed. Work must start within five (5) business days indicated in the Notice to Proceed.

d) The Contractor will complete the Contract Work as specified in the Work Authorization in the time frame specified therein for each project. The CDFW Project Lead will develop the time frame for the Work Authorization in consultation with the Contractor. The Project Manager will keep the Project Lead updated on Contract Work progress on a regular basis, as directed by the Project Lead. It is the Project Manager’s responsibility to request preferred update intervals from the Project Lead at the onset of Contract Work.

e) Preparing a high-quality, legally adequate CEQA document may include:

research and review of existing studies and information; gathering information through field studies and assessments; preparing technical reports; developing models and other decision support tools; conducting thorough analyses of data;

developing and supporting implementation of the mitigation monitoring or reporting program (Cal. Code Regs., tit. 14, § 15097); and recommending certain conclusions based on the aforementioned analyses. To be legally adequate, the documents must comply with CEQA, California Code of Regulations section 15000 et seq. (CEQA Guidelines), and current case law interpreting those provisions. The Contractor will perform all the work necessary to prepare legally adequate CEQA documents. CDFW expects high-quality, legally adequate work for all environmental factors reviewed under CEQA, particularly the biological resources subject area.

The biological resources section, and any associated studies or surveys, of each draft CEQA document will be reviewed and approved by the Contractor’s Senior Biologist before submittal of the document to the Project Lead.

f) The Contractor will submit each prepared document to CDFW in draft electronic form. CDFW will review the document, exercise its independent judgment and discretion, and provide the Contractor with written comments and/or edits. The Contractor will address all CDFW comments and/or edits and incorporate them into the document. There may be instances when multiple drafts are required before CDFW determines that a document is final. The estimated number of drafts will be specified in the Work Authorization for each project. The Contractor will present the first draft to CDFW only after thoroughly reviewing it for content, grammar, etc. as if it were a final draft document unless otherwise directed by the Project Lead. If the first draft is deficient and fails to meet the criteria outlined in this scope of work and the Work Authorization, and preventing the deficiencies was within the Contractor’s control, it will be returned to the Contractor and the Contractor’s labor, time, and expenses necessary to ensure the document meets the aforementioned criteria will not be charged to CDFW. If more than three (3) drafts are returned to the Contractor because the drafts are of poor quality due to failure to meet the aforementioned criteria, or the Contractor was unable to meet the prescribed due dates in the Work Authorization, CDFW may direct that Contractor personnel be removed from the project, cancel the Work Authorization and/or terminate this Agreement.

g) The Contractor will ensure that all documents and notices provided to CDFW are accessible, as defined by state and federal accessibility standards. All documents published electronically or on the Internet will meet the requirements of Government Code sections 7405 and 11135, and the Web Content Accessibility Guidelines (WCAG) of the World Wide Web Consortium. The Contractor will need to reference the set of standards documents1 that interpret the WCAG principles.

h) The Contractor will prepare, post, and/or deliver notices and filings consistent with CEQA public review requirements after having received written approval from the Project Lead pursuant to the Work Authorization. The Contractor will notify the Project Lead within two (2) business days before and after completion of the posting, delivery, or filings.

i) The Contractor will prepare the required documents for filing with the Office of Planning and Research and at each county clerk’s office for each county where the project is located, where applicable, pursuant to the Work Authorization.

When documents must be filed, the Contractor will do so after having received written approval from the Project Lead. The Contractor will notify the Project Lead of the filing within two (2) business days before and after the filing.

Task 1: Objectives and Deliverables

a) Provide all CEQA document preparation services necessary to support CDFW’s compliance with CEQA on a project through the production of high-quality, legally adequate CEQA documents. These services include, but are not limited to, those services further described in Exhibit A, Section 5.D.

b) Conduct Initial Studies to examine potentially significant effects of the proposed project.

c) Prepare all types of draft and final CEQA documents that are high-quality and legally adequate, including those documents that are necessary when a project is also subject to NEPA.

d) Conduct all activities and prepare all forms, findings, plans, assessments, technical reports, and other associated documents for CDFW approval that may be required to support CDFW’s compliance with CEQA for each project.

1 https://helpx.adobe.com/acrobat/using/create-verify-pdf-accessibility.html#WCAGmappingtoPDFUA https://helpx.adobe.com/acrobat/using/create-verify-pdf-accessibility.html#WCAGmappingtoPDFUA

e) Prepare and timely file legally adequate CEQA notices including, but not limited to, Notices of Preparation, Notices of Intent, Notices of Completion, and Notices of Determination.

f) Assist CDFW with conducting any public meetings or hearings pursuant to CEQA (Cal. Code Regs., tit. 14, §§ 15087(i) and 15202) that CDFW determines to be necessary for a project, including but not limited to scoping meetings (Cal. Code Regs., tit. 14, § 15083)

g) Solicit and collect public comments and prepare responses to comments on draft environmental impact reports, including advice and preparation of draft responses for CDFW review and approval.

i. Advise on appropriate responses to comments.

ii. Prepare written responses to comment letters with CDFW approval.

iii. Send responses to appropriate persons or agencies.

h) Assist CDFW with the preparation of the CEQA administrative record in the event of actual or potential litigation where CDFW deems such assistance necessary.

This includes, but is not limited to, those circumstances where CDFW may be required by law to concurrently prepare the administrative record during the preparation of an environmental document.

i. Receive, collate, and properly organize records that must be included in the CEQA administrative record.

ii. Prepare the CEQA administrative record in a form and format that complies with the current, applicable California Rules of Court.

i) Provide CDFW with a realistic, not-to-exceed estimate of the costs to complete the CEQA process.

i. CDFW will provide the Contractor with an outline of the scope of work to assist in determining the estimated cost. The cost estimate will help CDFW obtain the funds necessary to start the Contract Work.

j) Develop the Work Authorization with CDFW’s input prior to starting Contract

Work.

i. After CDFW obtains the funds necessary to start the project, the

Contractor will work with CDFW to develop the draft Work Authorization.

ii. The Contractor will develop the draft Work Authorizations within three (3) weeks of receiving the request to begin work on the Work Authorization from CDFW.

iii. The Work Authorization will contain a detailed scope of work, tasks, deliverables, schedules, invoicing frequency, meetings, data needs, and a detailed budget for Contract Work.

iv. The detailed budget will indicate the cost for the various tasks and meetings needed to complete Contract Work.

2. Task 2: Reviewing Draft or Final CEQA Documents Prepared by Others

a) As permitted by CEQA, CEQA documents may be prepared by others. For example, a project applicant may use its own contractor(s) to prepare draft documents for the Lead Agency to consider and/or utilize.

b) The type of Contract Work required for each project under this task will be specified in the Work Authorization. The initial Work Authorization for each new project will be for the Contractor to review the previously drafted CEQA document and report back to CDFW in writing to specify whether it finds that the type of CEQA document that has been prepared is appropriate to support CDFW’s project approval and why, whether it finds that the contents of the document are adequate to support CDFW’s project approval and why, and, if it determines the type of document and or/contents of the document are inappropriate and/or inadequate, outline the services the Contractor believes are necessary to develop a legally adequate, high-quality CEQA document to support CDFW’s compliance with CEQA for its project approval.

c) If the Contractor finds the contents of the CEQA document inadequate and/or recommends a different CEQA document based on its expertise, and CDFW in its independent judgment agrees with the Contractor’s recommendation(s), then the Work Authorization will be revised to have the Contractor perform all services that CDFW finds to be necessary to develop a legally adequate, high-quality CEQA document to support CDFW’s compliance with CEQA for its project approval. Specified services may include, but are not limited to, any additional work required to prepare new or revised documents and/or revise or amend studies or complete additional studies to adequately support thorough, high-quality, and legally adequate environmental analyses and conclusions. Examples of new or revised documents include, but are not limited to, initial studies, negative declarations, mitigated negative declarations, environmental impact reports, subsequent or supplemental documents, and addenda to CEQA documents.

d) If CDFW in its independent judgment finds it necessary, based on the circumstances of a particular project, the revised Work Authorization may also include all other services required from the Contractor to complete the CEQA process to support CDFW’s project approval, such as but not limited to the filing of notices, assisting CDFW with conducting meetings, and reviewing and preparing responses to comments. The same quality of standards and expectations outlined in this Agreement will apply to each document the Contractor prepares.

e) If CDFW needs to revise a Work Authorization to require the Contractor to perform the necessary services to complete the additional work required to produce new or revised documents under the terms of Task 2, CDFW and the Contractor will observe and comply with the requirements, objectives, and deliverables of Task 1, above, as applicable to the circumstances.

Task 2: Objectives and Deliverables

a) Perform all services necessary to support CDFW’s compliance with CEQA on a project where CEQA documents have been prepared by others. These services include, but are not limited to, those services further described in Exhibit A Section 5.D.

b) Review draft or final CEQA documents prepared by others and report back to CDFW in writing via electronic mail as to the Contractor’s opinion regarding adequacy to support CDFW’s project approval under CEQA.

c) Perform any necessary additional services required to prepare new or revised documents and/or revise or amend studies or complete additional studies to adequately support thorough, high-quality, and legally adequate environmental analyses and conclusions.

d) Where a CEQA document has been prepared by others, perform all other services authorized by CDFW that are required to complete the CEQA process to support CDFW’s project approval, such as, but not limited to, the filing of notices, assisting CDFW with conducting meetings, and reviewing and preparing responses to comments in consultation with CDFW.

e) CDFW will provide the Contractor with an outline of the scope of work to assist in determining the estimated cost. The Contractor will provide CDFW with a realistic estimate of the projected costs to complete the CEQA process. The cost estimate will help CDFW obtain the funds necessary to start Contract Work.

f) Develop the Work Authorization with CDFW’s input prior to starting Contract

i. After CDFW obtains the funds necessary to start Contract Work, the Contractor will work with CDFW to develop the draft Work Authorization.

ii. The Contractor will develop draft Work Authorizations within three (3) weeks of receiving the request to begin work on the Work Authorization from CDFW.

iii. The Work Authorization will contain a detailed scope of work, tasks, deliverables, schedules, invoicing frequency, meetings, data needs, and a detailed budget for Contract Work.

3. Task 3: Compliance Monitoring

a) Pursuant to a Work Authorization, the Contractor will conduct compliance monitoring for some projects where CDFW is CEQA Lead Agency to ensure projects are implemented in accordance with the CEQA or NEPA document, including, but not limited to, ensuring mitigation measures are successfully implemented and meet compliance requirements.

b) Compliance monitoring includes, but is not limited to, onsite monitoring of construction work and post construction work for compliance with mitigation and avoidance measures described in the CEQA document.

c) Work Authorizations will detail the type of compliance monitoring required for the project.

d) Compliance monitoring may require onsite field work at designated intervals throughout the life of the project. The Contractor may be required to conduct compliance monitoring activities for a project completed under a previous contract or by a separate contractor.

e) The Contractor will provide CDFW with written reports electronically, as specified in the Work Authorization, that include summaries of the compliance monitoring.

Task 3: Objectives and Deliverables

a) Assist CDFW with CEQA-related compliance monitoring.

i. Perform all activities specified in the Work Authorization that are necessary to fulfill compliance monitoring requirements of the Mitigation, Monitoring, and Reporting Program or any other aspects of a CEQA document.

b) Provide CDFW with a realistic estimate of the projected costs to start and finish the compliance monitoring.

i. CDFW will provide the Contractor with an outline of the scope of work to assist in determining the estimated cost. The cost estimate will help CDFW obtain the funds necessary to start the project.

c) Develop the Work Authorization with CDFW’s input prior to starting Contract

i. After CDFW obtains the funds necessary to start Contract Work, the

Contractor will work with CDFW in developing the Work Authorization.

ii. The Contractor will execute Work Authorizations within three (3) weeks of receiving the request to begin work on the Work Authorization from

CDFW.

iii. The Work Authorization will contain a detailed scope of work, tasks, deliverables, schedules, invoicing frequency, meetings, data needs, and a detailed budget for Contract Work.

E. Reports

1. Quarterly Report - The Contractor will submit a quarterly progress report for each project that has an executed Work Authorization to the CDFW Contract Manager.

CDFW will provide the Contractor with an electronic copy of the CEQA Retainer Contract Quarterly Report Template (Exhibit A – Attachment 3). The Contractor will complete the CEQA Retainer Contract Quarterly Report for each project by providing all data elements contained in the report template.

a) A cover page will be attached to the reports and must include the following narrative sections covering activities that occurred over the quarter.

i. A brief introduction section stating that the Contractor is submitting the quarterly report to CDFW to comply with Exhibit A, Section E of the Agreement.

ii. Table containing a list of all executed Work Authorizations, and any Work Authorizations completed during the quarter.

iii. Any changes in Contractor staff, office locations, or contact information (if applicable), and any unpaid invoices.

iv. Any changes in subcontractors (if applicable).

v. Any additional information that is deemed appropriate by the Contractor.

b) The Contractor will prepare and submit a Quarterly Report in electronic PDF format to the CDFW Contract Manager by email once per quarter covering all activities for the previous three months. CDFW will provide the Contractor with the designated email address for where the reports can be submitted. The Quarterly Report is due within thirty (30) calendar days after the end of each quarter.

c) The CDFW Contract Manager will have thirty (30) calendar days to review Quarterly Report submissions for completeness and will, in writing, either approve the report or reject it as incomplete. If the report is rejected as incomplete, the CDFW Contract Manager will include a description of the deficiencies. If the report is rejected as incomplete, the Contractor will have fifteen (15) calendar days to resubmit a complete report addressing all identified deficiencies. The report will not be considered final and complete until either approved in writing by the CDFW Contract Manager or the expiration of the thirty

(30) calendar day completeness review period without a written response.

d) The Quarterly Report must be signed and dated by the Contractor’s Principal.

CDFW will provide the Contractor with the designated email address for submitting the report. Electronic signatures are acceptable.

e) Failure to submit complete and timely Quarterly Reports may result in termination of the Agreement by CDFW.

f) CDFW, at its sole discretion, may change the format and content of the information required in the Quarterly Report. The Contractor will be notified of any changes to the content or format by email, with the new template not later than thirty (30) calendar days prior to the next report deadline.

2. End of Phase I – Active Report - The Contractor must provide a report to the

CDFW Contract Manager within thirty (30) calendar days of the end of Phase 1- Active. The report will provide details on all Contract Work that was started, completed, and remains ongoing. Failure to submit the report may result in CDFW cancelling existing Work Authorizations and/or terminating this Agreement.

a) The report must contain the following data elements:

i. Table containing a list of Work Authorizations that were started, completed, and remain ongoing, and dates the Work Authorizations were started and completed.

ii. Budget of each Work Authorization.

• Initial budget of each Work Authorization.

• Final budget for the completed Work Authorization.

• Amount of budget used for each ongoing Work Authorization.

• Work Authorization amendments needed to complete project work (if applicable).

iii. Summary of activities and steps necessary to finalize ongoing contract work that has not been completed and estimated project completion dates.

iv. Issues the Contractor encountered and suggestions to resolve those issues or to prevent those issues from arising again.

b) The End of Phase I – Active Report must be signed and dated by the

Contractor’s Principal and submitted in electronic PDF format to the CDFW Contract Manager by email. CDFW will provide the Contractor with the designated email address for submitting the report. Electronic signatures are acceptable.

c) The CDFW Contract Manager will have thirty (30) calendar days to review the End of Phase 1 – Active Report submission for completeness and will, in writing, either approve the report or reject it as incomplete. If the report is rejected as incomplete, the CDFW Contract Manager will include a description of the deficiencies. If the report is rejected as incomplete, the Contractor will have fifteen (15) calendar days to resubmit a complete report addressing all identified deficiencies. The report will not be considered final and complete until either approved in writing by the CDFW Contract Manager or the expiration of the thirty

(30) calendar day completeness review period without a written response.

3. End of Phase II – Completion Final Report - The Contractor will provide a Final

Report to the CDFW Contract Manager within thirty (30) calendar days of the end date of the Agreement. The report will inform CDFW of the work completed during the contract and the activities still pending. Contractors that do not submit complete and timely Final Reports will be barred from future CDFW contracting opportunities until their reports are corrected.

a) The report must contain the following data elements:

i. Table containing a list of Work Authorizations that were started, completed, and remain ongoing, and dates the Work Authorizations were started and completed.

ii. Budget of each Work Authorization.

• Initial budget of each Work Authorization.

• Final budget for the completed Work Authorization.

• Amount of budget used for each ongoing Work Authorization.

• Work Authorization amendments needed to complete project work (if applicable).

iii. Summary of activities and the steps necessary to finalize ongoing contract work that has not been completed and estimated project completion dates.

iv. Summary of how suggestions from the End of Phase 1 – Active Report worked (lessons learned).

v. Issues the Contractor encountered and suggestions to resolve those issues or to prevent those issues from arising again.

b) The End of Phase II – Completion Final Report must be signed and dated by the

Contractor’s Principal and submitted in electronic PDF format to the CDFW Contract Manager by email. CDFW will provide the Contractor with the designated email address for submitting the report. Electronic signatures are acceptable.

F. Compensation

1. Contract Work will be provided on an as-needed basis, as determined and requested by CDFW. Therefore, compensation for Contract Work will be hourly with a maximum amount to be charged (cap) for each project pursuant to each Work Authorization. The approved hourly rates for the Agreement are included as Exhibit B Attachment 1 – Cost Sheet and Personnel Rates, attached hereto, as part of the Agreement.

2. Unless an alternative invoicing schedule is approved in writing by the CDFW Project Lead, the Contractor will invoice CDFW monthly for Contract Work in a format determined by CDFW, specified in Exhibit B. Budgets for each project will be specified in the Work Authorization for each task and invoices will provide Contractor expenditures for each task accordingly.

a) To assist CDFW with budget and invoice tracking for all active projects with executed Work Authorizations, the Contractor will notify the CDFW Project Lead by email no later than ten (10) calendar days after the end of each month alerting the CDFW Project Lead when no work occurred, and an invoice will not be submitted, for that month.

3. The Contractor may subcontract some tasks and utilize personnel not listed on the attached Exhibit B Attachment 1 by providing a notice to CDFW that includes the employee’s or other staff’s name, job classification, and hourly rate, and obtaining an approval email from the CDFW Contract Administrator. The addition of CDFW-approved employees or other staff will not require an amendment to the Agreement if those employees or other staff use the same job classification and hourly rate as those shown on Exhibit B Attachment 1 at the time the Agreement is executed.

4. Hourly rates for all classifications will remain the same during the life of the Agreement. Promotions from one classification to another will not result in a higher rate of pay for Contractor personnel. The Contractor classifications and hourly rates are listed in Exhibit B Attachment 1.

5. If any adjustments to classifications and/or hourly rates become necessary, rates must be preapproved by CDFW through a formal amendment to the Agreement, signed by both parties. Should such circumstances arise, CDFW will consider rate increases which are reasonable when compared with rates for equivalent or similar civil service classifications.

6. The Contractor will receive a request for a cost estimate with a brief scope of work for the project from the CDFW Project Lead. The Contractor will provide a cost estimate for the project using its best professional judgement and does not necessitate a Work Authorization.

7. Administrative activities (e.g., word processing, production, general administration, etc.) or project management costs (e.g., scheduling meetings, unscheduled communications, managing scope, schedule, budget, invoicing, etc.) must not exceed ten percent (10%) of the total project cost for any individual project without prior written approval from…