RFQ_2023-18_A8_CADV_CEQA_PEIR_Exh.B_Budget_FINAL.docx

Request for Qualifications (RFQ) #2023-18 | Model Contract Exhibit B Page 1 of 25 State Lands Commission | [Firm Name] CADVs CEQA PEIR

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

1) Invoicing Comment by Beard, Kevin@SLC: The Firm shall update the red portion of header with the Firm's business name.

a) The Firm (Firm or Contractor, considered one and the same) shall submit progress billings to the State monthly in arrears. Each invoice shall provide sufficient scope and detail to define the actual work performed and specific milestones completed, including:

i) a description of the activities of the Firm and subcontractors

ii) a description of the problems encountered

iii) the status of various tasks underway and an up-to-date planning and milestone schedule

iv) a statement of tasks and milestones completed

v) a statement of funds budgeted and expended to date for each task including identification of personnel used with time, compensation, and expenses paid or payable to each worker by the Firm including expenses paid to subcontractors, if any, materials purchased, and any other costs incurred during the payment period.

2) Payment

a) In consideration for the satisfactory completion of the services described herein, the State agrees to pay the Firm, no more than monthly, in arrears for deliverables and services upon completion of services, issuance of CSLC acceptance, and monthly Firm invoice issuance, at the following rates in Tables B-1 and B-2 or as approved by Project Coordinator email.

i) No warranty is made, written, or implied as to the actual amount of work that will be requested pursuant to this Agreement.

ii) The rate for services rendered shall not exceed those as set forth in the Exhibit B Cost Worksheet(s) or as approved by the Project Coordinator.

iii) Invoices shall include but not limited to:

(1) The word “Invoice”;

(2) A unique identifier such as an Invoice number;

(3) The Agreement Number (TBD);

(4) Financial tracking according to this Exhibit B, Sections 3, 4, and 8;

(5) Supporting documentation according to this Exhibit B, Section 1; and

(6) Project Coordinator approval emails if applicable.

b) Electronic delivery of invoices or supporting documentation is accepted. Invoices and supporting documents can be submitted to the Accounting unit via email or physical mail:

i) Email submission (preferred): CSLC.AccountsPayable@SLC.ca.gov

(1) State Lands Commission 100 Howe Avenue, Suite-100 South Sacramento, CA 95825-8202 Attn: Accounting

c) Direct all inquiries regarding invoice submittal and payments to: CSLC.AccountsPayable@SLC.ca.gov.

3) Cost Worksheet Table B-1 - Tasks:

a. The Request for Qualifications (RFQ) does not include a Cost Estimate. The Cost Estimate and Bill Rates shall be negotiated per RFQ Selection section.

4) Cost Worksheet Table B-2 – Hourly Bill Rates:

a) The Request for Qualifications (RFQ) does not include a Cost Estimate. The Cost Estimate and Bill Rates shall be negotiated per RFQ Selection section.

5) Task Approval Process

a) The designated CSLC representative shall maintain control and direction at all times over the scope of work being performed by the Firm under this Agreement.

b) The CSLC representative reserves the right to change the tasks as defined within the general scope of work to be performed by the Firm.

c) The State reserves the right to modify, reject, cancel, or stop any and all plans, schedules, or work in progress. In such event, the Firm agrees to use all reasonable efforts to mitigate expenses and obligations under this Agreement. The State shall reimburse the Firm for all satisfactory services rendered and expenses, if any, incurred prior to such notice of termination.

6) Deliverable Acceptance Criteria

a) All concluded work must be submitted to CSLC for review and approval or rejection. Payment for all tasks performed under this Agreement will be based on deliverables. It will be CSLC’s sole determination as to whether any tasks have been successfully completed and are acceptable.

b) Throughout the contract, CSLC will review and validate services performed. In addition, the CSLC representative per the final executed Exhibit A will verify and approve the Firm’s invoices. Signed acceptance is required from the CSLC representative to approve an invoice for payment.

c) Deliverable acceptance criteria consist of the following:

i) Deliverable-specific work was completed as specified and the final deliverable product or service was rendered.

ii) Plans, schedules, designs, documentation, digital files, photographs, and reports (deliverables) were completed as specified and approved.

iii) All deliverable documentation and artifact gathering have been completed.

iv) All deliverables are in a format useful to CSLC.

v) If a deliverable is not accepted, CSLC will provide the reason, in writing, within ten (10) business days of receipt of the deliverable.

vi) If any submittal is internally inconsistent or inconsistent with the Project Description, is not presented in a logical/readable format, or contains multiple grammatical errors, it will be immediately returned for revision at the Firm’s expense. This determination shall be at the sole discretion of the Commission Project Coordinator.

7) No Additional Work

a) All work is subject to amendment requirements as specified in Exhibit A, Section 4. No additional work shall be performed by the Firm unless authorized by the State Project Coordinator and all requirements are met including review by DGS Legal, if necessary. All work outside the Work plans shall be performed in accordance with all applicable requirements of this Agreement.

8) Progress Payments

a) Progress payments are permitted for work performed under this Agreement. Payments of any sums under this section shall not constitute acceptance by the State of any work performed and shall not be a waiver of any claim against the Firm.

b) Firm invoicing shall track the following but are not limited to:

i) Billing and hours by Task – per invoice and cumulative.

ii) Retention by invoice and cumulative. See Section 9 and 10.

iii) Progress towards ten percent (10.0%) Small Business mandatory participation goal by invoice and cumulative.

9) Withhold 1 – Per Invoice - Retention

a) In accordance with the requirements set forth in the State Contracting Manual, Section 7.33.B, the State may withhold, from each invoiced payment, an amount equal to ten percent (10%) of that payment. Such retained amount shall be held by the State and only released to the Firm upon the State’s staff determination that the Firm has satisfactorily completed all of the required services under this Agreement.

10) Firm - Staff Expenses

a) The Firm shall secure at its own expense all staff including subcontractors and legal staff required to perform the services described in this Agreement. Such personnel shall not be employees of or have any personal contractual relationship with CSLC or any other governmental entity.

b) CSLC reserves the right to review and specify a maximum administrative fee charged by the Firm for subcontractors.

11) Reimbursement rates for travel

a) Reimbursement rates for travel shall be according to the California Department of Human Resources (CalHR) current state rates. No travel outside the State of California by Firm shall be reimbursed unless there is prior written authorization obtained from CSLC.

12) Settlement of Disputes

a) In the event of a dispute, the Firm shall file a “Notice of Dispute” with CSLC’s Executive Officer or her designee within ten (10) days of discovery of the problem. Within ten (10) days of receiving a “Notice of Dispute,” the Executive Officer or her designee shall meet with the Firm and Project Coordinator for the purposes of resolving the dispute. The decision of the Executive Officer or her designee shall be final. Notwithstanding the foregoing, the failure by Firm to notify the Executive Officer or her designee within ten (10) days of discovery of the problem shall be deemed a waiver by Firm of the dispute unless such delay is materially detrimental to the State.

13) Budget Contingency Clause

a) 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 this Agreement, the State may cancel this Agreement and it shall be of no further force and effect provided, however, that the State’s payment obligation to the extent of work already performed by the Firm shall survive any such cancellation. In this event, the State shall have no liability to pay any funds whatsoever to Firm or to furnish any other considerations under this Agreement for work not yet performed by Firm and Firm shall not be obligated to perform any provisions of this Agreement.

b) In the alternative, the State shall have the right to amend this Agreement to reflect the reduced funds available for it. In such an event, State shall meet with the Firm to negotiate a reduced scope of work. If a mutually agreed upon amendment cannot be reached by the parties, either party may cancel this Agreement and it shall be of no further force and effect; provided, however, that the State’s payment obligation to the extent of work already performed by the Firm shall survive any such cancellation.

14) Subcontractors

a) If the Firm’s proposal and cost proposal list specific subcontractors to be used in the performance of this Agreement, CSLC has entered into the contract with reliance on those identified subcontractors.

i) The Firm shall not replace Subcontractors listed in its proposal or in its cost proposal without the prior written approval of CSLC.

ii) Such approval shall not be unreasonably withheld. The provisions and obligations of this Agreement shall apply to any new subcontract and subcontractor and the Firm shall be responsible to CSLC for any damages arising out of subcontracts not in accordance with this Agreement. Nothing in this Agreement shall create any contractual relations between a subcontractor and CSLC.

15) Replacement of Personnel

a) BY THE FIRM

i) This Agreement is for services to be provided by specific persons listed and described in the Firm’s Proposal and the Agreement Estimate is based on salaries for these same persons as identified in Firm’s Cost Proposal. State enters into this Agreement relying on the skills and qualifications of those persons and the costs identified for them by the Firm. Firm acknowledges that in the event any or all of these individuals are removed, replaced, or reassigned by the Firm, such removal, replacement, or reassignment may result in serious harm to the State.

ii) Firm agrees not to remove, replace, or reassign such individuals without the written approval of the State Project Manager. Such approval shall not be unreasonably withheld or delayed provided that any replacement or additional personnel proposed during the life of this Agreement meet or exceed the skill level and experience that the Firm proposed. The State Project Manager will have the final decision and has the authority as to whether substitute personnel meets the qualifications and whether to approve the substitution of the Firm team members. Firm shall provide to the State’s Project Manager the name and resume of such person and the work to be performed, along with a justification of the necessity for the substitution or addition and the rate to be charged.

iii) Firm agrees not to charge the State for the time spent in selecting and familiarizing new personnel with the work.

b) BY STATE

i) If State finds the performance of any of Firm’s employees or subcontractors to be unsatisfactory and so notifies the Firm in writing, Firm shall have a reasonable time, not to exceed 30 days, to remedy that person’s unsatisfactory performance or to replace said employee or subcontractor.

ii) This provision does not in any way require, endorse, or approve (expressed or implied) the termination of employment by the Firm of any employee removed, replaced, or reassigned under the terms of this paragraph.

16) Prompt Payment

a) CSLC shall pay properly submitted, undisputed invoices, refunds, or other undisputed payments due to individuals within 45 days of receipt or notification thereof, or automatically calculate and pay the appropriate late payment penalties as specified in Government Code 927.

b) The State reserves the right to approve in advance Firm’s personnel to be assigned to this project and to disapprove the continuing assignment of Firm’s personnel provided under this Agreement. If a Firm’s employee is unable to perform due to illness, resignation, or other factors beyond the Firm's control, the Firm shall make every reasonable effort to immediately provide suitable substitute personnel. The Firm shall notify the State of any such substitution and the State reserves the right to disapprove the substitute personnel.

www.slc.ca.gov