P2580035,_Sample_Contract.pdf

STATE OF CALIFORNIA - DEPARTMENT OF GENERAL SERVICES

STANDARD AGREEMENT

STD 213 (Rev. 04/2020)

AGREEMENT NUMBER

SAMPLE P2580035

PURCHASING AUTHORITY NUMBER (If Applicable)

SCO ID: SAMPLE 3600-P2580035

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

Upon California Department of General Services Approval date

THROUGH END DATE

March 31, 2027

3. The maximum amount of this Agreement is:

$ To Be Determined

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 8

Exhibit B Budget Detail and Payment Provisions 4

Exhibit C * General Terms and Conditions (GTC 02/2025) *

Exhibit D Additional Provisions 10

Exhibit E Federal Provisions 4

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

SAM

PLE

STATE OF CALIFORNIA - DEPARTMENT OF GENERAL SERVICES

STANDARD AGREEMENT

STD 213 (Rev. 04/2020)

AGREEMENT NUMBER

SAMPLE P2580035

PURCHASING AUTHORITY NUMBER (If Applicable)

SCO ID: SAMPLE 3600-P2580035

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: P2580035 Exhibit A – Scope of Work Contractor: To Be Determined

(Version 05/2024)

1. Introduction of Services

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

2. Location of Services

The Contractor will pick up the items for testing and disposal services from the following location:

California Department of Fish and Wildlife Wildlife Health Laboratory 1701 Nimbus Road, Suite D Rancho Cordova, CA 95670 (Sacramento County)

3. Service Schedule

The services will be provided upon request by the CDFW Contract Manager between normal 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 Project Director Name: Megan Bradshaw Name: TBD Phone: (916) 862-0069 Phone: TBD Email: Megan.Bradshaw@wildlife.ca.gov Email: TBD Address: 1701 Nimbus Road, Suite D

Rancho Cordova, CA 95670 Address: TBD

Direct all inquiries to: Direct all inquiries to:

CDFW – Wildlife Branch Name: Sarah Edmonds Name: TBD Address: P.O. Box 944209 Address: TBD

Sacramento, CA 94244-2090 Phone: (916) 224-5397 Phone: TBD Email: Sarah.Edmonds@wildlife.ca.gov Email: TBD

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.

mailto:Megan.Bradshaw@wildlife.ca.gov mailto:Sarah.Edmonds@wildlife.ca.gov

5. Scope of Work

A. Background and Objectives

Fish and Game Code Section 1008 mandates that “the department shall investigate all diseases of, and problems relating to, birds, mammals, or fish, and establish and maintain laboratories to assist in such investigation.” The CDFW’s Wildlife Health Laboratory (WHL) is one such laboratory mandated in Code, and it archives the largest collection of priceless biological samples belonging to numerous game, avian, and non-game species in the State, including tissue samples belonging to threatened and endangered species, as well as pathogens of concern. The processing and storing of these samples produce waste: biomedical, pathological, sharps, chemical, and hazardous. This contract is needed for the legal and appropriate disposal of such waste.

B. Work to be Performed

The Contractor will provide the following services:

1. The Contractor will collect, test, and dispose of all hazardous waste, chemical waste, and biological waste from WHL upon request. Hazardous waste includes, but is not limited to, formalin waste (solid and liquid), chemical waste, and biological waste.

The majority of hazardous materials will be formalin waste with tissues in histology buckets. Chemical waste will include expired laboratory chemicals. Waste is anticipated to exceed five hundred (500) pounds (please see Exhibit B for estimated quantities).

a. At least two visits to the CDFW WHL are anticipated to be necessary. One to collect the known substances as well as samples of the unknown substances which require testing, followed by a second to collect the substances identified by the tests.

2. The Contractor will perform all hazardous waste removal from the CDFW property in a safe and professional manner. The Contractor’s equipment will be in good working order and all personnel will be trained in safety measures to preclude accidents endangering CDFW personnel or property. The Contractor will have adequate equipment for removal of waste from CDFW property. The hazardous waste must be in Department of Transportation/United Nations (DOT/UN) -approved containers.

Containers that are not meeting DOT and/or UN standards and any leaking or damaged containers, or otherwise, deemed “unsafe” will be replaced or placed in secondary container(s). All waste streams are subject to verification and final analysis.

The Contractor will be in compliance with all federal, state, and local regulations regarding handling, packaging, transportation, and disposal of hazardous waste, when providing the following:

• Containers

• Profile fees

• Label(s) and preparation of manifests

• Personnel, packing

• Transportation

• Disposal of hazardous waste material

All items removed from the facility will be recycled, disposed of, or destroyed within nine months of removal from the facility. Initial pick-up and subsequent tracking will be done through a uniform hazardous waste manifest.

3. Subcontracting is not permitted under this Agreement, except in the case of off-site laboratory testing of unknown substances. All cleanup services must be performed by the Prime Contractor.

4. The Contractor will be required to sample and test unknown substances to determine the correct waste stream and disposal methods/requirements.

a. The Contractor will furnish all labor, equipment, and materials required to test, identify, and reduce contamination; neutralize waste; and remove, transport, and legally dispose of waste substances.

b. Sampling and sample management must comply with the sampling, planning, methodology, and equipment and the sample processing, documentation, and custody procedures specified in California Code of Regulations (CCR), Title 22, Division 4.5, Chapter 11, Article 3: Characteristics of Hazardous Waste, Section 66261.20 (22 CCR 66261.20).

c. Laboratories performing chemical analyses must be certified by the California

State Water Resources Control Board Environmental Laboratory Accreditation Program (SWRCB-ELAP) for the specific laboratory test. For specific test methods not yet certified by SWRCB-ELAP, the laboratory may perform laboratory analysis only if presently certified by SWRCB-ELAP for comparable test methods, or if currently certified as a United States Environmental Protection Agency (US EPA) Contract laboratory. The CDFW Contract Manager or designee will verify before the start of work.

i. The Contractor is responsible for transportation, preservation, appropriate containers, labels, and chain of custody.

ii. The Contractor may subcontract for off-site laboratory testing, if needed.

d. In the event sampling and testing are required at an off-site laboratory to determine the appropriate handling and disposal methods, the following will apply:

i. Any sampling and testing must be approved and coordinated by the CDFW Contract Manager or designee.

ii. Sampling and management of waste samples must comply with local regulatory requirements, if any.

iii. California Environmental Protection Agency (CalEPA), Department of

Toxic Substances Control (DTSC) will certify each laboratory that performs hazardous waste analysis for the specific hazardous waste analysis performed. Laboratories not certified must not perform hazardous waste testing.

iv. For each sample taken, the laboratory test result must list the test methods used and limits of detection.

v. The laboratory that performs hazardous waste analysis must store the samples for a minimum of ninety (90) calendar days.

vi. CDFW must receive a copy of the lab reports with the invoice by the

Contractor.

5. The Contractor will provide and review all information necessary for completing a Uniform Hazardous Waste Manifest and furnish copies to the CDFW Contract Manager or designee. The onsite CDFW representative must sign all Uniform Hazardous Waste Manifests prior to transporting waste off CDFW property. The Contractor will be responsible for ensuring all Uniform Hazardous Waste Manifests are complete and contain accurate information.

6. The Contractor will be responsible for arranging lawful disposal of materials and will pay all costs involved. The Contractor will be reimbursed for the cost of disposal of the hazardous waste materials with no additional markup. Original invoices and receipts from the approved disposal facility must be submitted to the CDFW Contract Manager or designee for reimbursement with each invoice. These disposal receipts must include the date and time of service, amount (i.e. liquid volume, liquid or wet weight, or cubic yards) of hazardous waste materials, and the name of the legal disposal facility with the signature of the disposal site's employee receiving the hazardous waste materials.

C. Inspection

During the term of this contract, all services will, at all times, be subject to inspection by the CDFW Contract Manager/Facility Designee and authorized representatives. CDFW has the right to inspect and obtain copies of all written licenses, permits, and approvals issued by any government entity or agency to the Contractor or its subcontractor(s) which are applicable to the performance of services under this contract. CDFW has the right to inspect and test, at its own expense, transportation vehicles or vessels, containers, and disposal facilities provided by the Contractor, as well as storage and disposal operations conducted by the Contractor and its subcontractor(s) in the performance of this contract.

CDFW must be provided free access to any Contractor or subcontractor facility used in performing services under this contract, including offices and facilities where contract-related records are retained. Inspections of Contractor or subcontractor facilities are to assist CDFW in determining conformance to contract requirements. The Contractor is solely and exclusively responsible for the quality of all services performed under this contract. CDFW’s right to conduct inspections does not relieve the Contractor from contractual responsibilities. Neither CDFW’s failure to make such inspections, nor its failure to discover contract non-conformance, will prejudice the rights of CDFW thereafter to reject services, nor relieve the Contractor of its obligation to perform work strictly in accordance with the contract.

The Contractor, in its agreement with any subcontractor(s), will ensure that the inspection rights described herein are afforded CDFW by each subcontractor performing services under this contract.

D. Lab Packing

Packaging requirements for transportation and disposal of hazardous waste will be at the discretion of the Contractor, in accordance with all federal, state, and local requirements. If the Contractor decides to use vermiculite as a packaging absorbent, asbestos-free vermiculite must be used. If the Contractor elects to package compatible items in the same container, a comprehensive list of each item and the quantity of each item placed in the container, must be attached to the manifest.

The Contractor will furnish all over-pack materials, such as asbestos-free vermiculite and any other packaging absorbent or outer containers in lab packaging at no additional cost to CDFW.

E. Consolidation

Compatible bulk items from each facility, such as waste paint thinner or latex paints will be consolidated into Contractor furnished drums at no extra cost to CDFW.

Consolidation of intact containers containing compatible bulk items, such as paints, will not be considered “lab packing.”

F. Spill Responsibility

The Contractor is solely responsible for any and all spills or leaks during the performance of this contract, which occur as a result of the actions of the Contractor’s employees, subcontractors, or agents. The Contractor agrees to clean up such spills or leaks to the satisfaction of CDFW and in a manner that complies with all applicable federal, state, and local laws and regulations. Clean up and any possible fines and/or penalties levied due to such spills or leaks will be the responsibility of the Contractor, at no additional cost to CDFW.

Immediately upon discovery, the Contractor will report by telephone all such spills or leaks, regardless of their quantity, to the CDFW Contract Manager/Facility Designee. A written follow-up report will be submitted to the CDFW Contract Manager/Facility Designee no later than 24 hours after the initial telephone report. The written report will be in narrative form and as a minimum include the following:

• Description of item spilled (including identity, quantity, manifest number, etc.).

• Whether amount spilled is Environmental Protection Agency (EPA)/CDFW reportable, and if so whether it was reported.

• Exact time and location of spill, including a description of the area involved.

• Containment procedures initiated.

• Summary of any communications the Contractor has with press or government officials other than the CDFW Contract Manager/Facility Designee.

• Description of clean-up procedures employed or to be employed at the site;

including disposal location of spill residue.

G. Safety

The Contractor must perform all operations in a prudent, conscientious, safe and professional manner. At a minimum, the Contractor’s personnel and equipment will comply with all applicable federal, state, local and installations laws, safety regulations and procedures, including but not limited to, the Health and Safety Code, Titles 8 and 22, California Code of Regulations. The Contractor will ensure that its employees, subcontractors, and agents, perform in a safe manner. The Contractor will ensure that all personnel involved in handling and packaging of the hazardous waste be trained, at a minimum, for the level of expertise required for the proper performance of the task and in particular, in the areas of chemical incompatibility, general first aid procedures and spills. Handling and personal protective equipment will be provided by the Contractor and must be appropriate, ensuring the safe handling of the hazardous waste.

The Contractor agrees that his personnel and equipment are subject to safety inspection by state personnel while on state property.

H. Transportation Requirements

The Contractor must comply with and ensure that all employees, subcontractors, and agents comply with all requirements of the Department of Transportation (DOT) regulations regarding waste transportation under this contract. Information regarding complete compliance with these regulations must be carried on transport vehicles and maintained at facilities where wastes are received, stored, or handled during transportation.

The Contractor and subcontractor must comply with the California Vehicle Code, California Highway Patrol (CHP), Title 13, California Code of Regulations; the California Fire Marshal regulations, Title 19, California Code of Regulations; and United States

Department of Transportation regulations (49 CFR). The Contractor and subcontractor must comply with the California Health and Safety Code and Title 22, California Code of Regulations administered by the California Department of Toxic Substance Control and any other laws and regulations affecting the work under this contract.

I. Schedule of Completion Dates

Activity Anticipated Due Date*

All hazardous waste collection and testing services under the terms of this Agreement

June 30, 2026

All hazardous waste disposal services under the terms of this Agreement

March 31, 2027

*Changes to due dates must be agreed upon in writing by the Contractor and CDFW Contract Manager. Due dates must fall within the term of the contract.

6. Contractor Minimum Qualifications/Requirements

The Contractor must possess and maintain active the following trainings, permits, licenses, and registrations for the complete duration of the contract term:

a. Motor Carrier Permit issued by California Department of Motor Vehicles

(DMV).

b. Hazardous Waste Transporter Registration issued by the California

Department of Toxic Substances Control.

c. Transporter Environmental Protection Agency (EPA) Identification (ID) Number (Section 3010 of the Resource Conservation and Recovery Act)

The Contractor will, without additional expense to the State, be responsible for obtaining any necessary licenses and permits for compliance with any applicable federal, state, and local laws, codes, regulations and ordinances in connection with the performance of the work.

Any treatment or disposal as defined in Chapter 10, Division 4.5, Title 22, California Code of Regulations of all items will be accomplished at a disposal facility permitted to handle these items. It is the Contractor’s responsibility to obtain all necessary documentation to prove that treatment or disposal of all items has occurred.

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. Pollution Liability (limits not less than $1,000,000 each occurrence and $2,000,000 aggregate which may include Pesticide/Herbicide Applicator Coverage if applicable, or its equivalent)

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

The waiver of subrogation endorsement must also be provided).

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: To Be Determined

(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 not more frequently than 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: Megan Bradshaw

CDFW Region / Division: CDFW, Wildlife Health Laboratory

Email: Megan.Bradshaw@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 fixed amount or lump sum method. Upon satisfactory performance, the State agrees to pay the Contractor on a lump sum basis for all work described herein for the total specified amount.

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 mailto:Megan.Bradshaw@wildlife.ca.gov

Exhibit B – Budget Detail and Payment Provisions <Insert Contractor Name>. Contractor: To Be Determined 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.

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

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

Exhibit B – Budget Detail and Payment Provisions <Insert Contractor Name>. Contractor: To Be Determined

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 to CDFW hazardous waste collection, testing, and disposal 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 To Be Determined ($TBD).

Exhibit B – Budget Detail and Payment Provisions <Insert Contractor Name>. Contractor: To Be Determined

Line-Item Budget

Item No.

Approx.

Quantity

Items of Work Description Unit Price Item Total

1. 1 Job

Collection of known substances

• Up to nine (9) 55-gallon drums lab pack formalin waste* (for incineration)

• Approximately twenty-three (23) liters of chemical waste*

Lump Sum $TBD

2. 1 Job

Collection and testing of unknown substances

• One (1) 55-gallon drum unknown*

• One (1) 25-gallon drum unknown*

• One (1) 750-milliliter bottle unknown*

Lump Sum $TBD

3. 1 Job Disposal of all collected substances Lump Sum At Cost (based on receipts)

Total Cost Must Not Exceed $TBD

*Quantities are best approximations based on currently available information and there may be minor variations in volumes

California Department of Fish and Wildlife Page 1 of 10 Exhibit D – Additional Provisions (Rev 02/2025)

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.

California Department of Fish and Wildlife Page 2 of 10

(Rev 02/2025)

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.

b. 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.

California Department of Fish and Wildlife Page 3 of 10

(Rev 02/2025)

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

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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

b. 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

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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;

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

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

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(Rev 02/2025) 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.

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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. This insurance must apply separately to each insured against whom claim is made or suit is brought subject to the Contractor’s limit of liability.

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

2) Automobile Liability – (If applicable per Exhibit A) Contractor must maintain motor vehicle liability…