Sample_Contract.pdf

Sam ple

STATE OF CALIFORNIA - DEPARTMENT OF GENERAL SERVICES

STANDARD AGREEMENT

STD 213 (Rev. 04/2020)

AGREEMENT NUMBER

P2475002(SAMPLE)

PURCHASING AUTHORITY NUMBER (If Applicable)

SCO ID: 3600-P2475002 (SAMPLE)

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

CONTRACTING AGENCY NAME

California Department of Fish and Wildlife

CONTRACTOR NAME

To Be Determined (TBD)

2. The term of this Agreement is:

START DATE

July 1, 2024 or upon contract approval, whichever is later

THROUGH END DATE

June 30, 2027

3. The maximum amount of this Agreement is:

$30,000.00 | Thirty Thousand 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 6

List of Key Personnel and Duties 2

Exhibit A, Attachment

II

List of Supplies and Equipment 1

Exhibit A, Attachment

III

Service Request 2

Exhibit B Budget Detail and Payment Provisions 4

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

Exhibit D Additional Provisions 10

Exhibit I Travel Reimbursement Information 3

Items shownwith anasterisk (*), 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 AGREEMENTHAS BEENEXECUTEDBY THE PARTIES HERETO.

CONTRACTOR

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

TBD

CONTRACTOR BUSINESS ADDRESS

TBD

CITY

TBD

STATE

TBD

ZIP

TBD

PRINTED NAME OF PERSON SIGNING

TBD

TITLE

TBD

CONTRACTOR AUTHORIZED SIGNATURE DATE SIGNED

Exhibit A, Attachment I

STATE OF CALIFORNIA - DEPARTMENT OF GENERAL SERVICES

STANDARD AGREEMENT

STD 213 (Rev. 04/2020)

AGREEMENT NUMBER

P2475002(SAMPLE)

PURCHASING AUTHORITY NUMBER (If Applicable)

SCO ID: 3600-P2475002 (SAMPLE)

STATE OF CALIFORNIA

CONTRACTING AGENCY NAME

California Department of Fish and Wildlife

CONTRACTING AGENCY ADDRESS

P.O. Box 944209

CITY

Sacramento

STATE

CA

ZIP

94244

PRINTED NAME OF PERSON SIGNING

Amy Mowrer

TITLE

Branch Chief, Business Management Branch

CONTRACTING AGENCY AUTHORIZED SIGNATURE DATE SIGNED

CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL EXEMPTION (If Applicable) SCM Volume 1, Section 4.04 (A)(2)

California Department of Fish and Wildlife Agreement Number: P2475002 Exhibit A – Scope of Work Contractor: To Be Determined (TBD)

(Version 03/2023)

1. Introduction of Services

The Contractor agrees to provide Natural Resource Damage Assessment (NRDA) Field Support Services to the California Department of Fish and Wildlife (CDFW) in accordance with the specifications, terms, and conditions contained herein.

Multiple services are needed statewide and on as needed basis as assigned by the CDFW- Office of Spill Prevention and Response (OSPR) NRDA Agency Lead or designee (i.e., CDFW Contract Manager) and the CDFW-OSPR Legal Counsel. The Contractor will provide all reasonable personnel, transportation, office supplies, field sampling supplies and equipment, computer(s) with appropriate software (e.g., Microsoft Word, Excel, Access, ArcMap), printer, and equipment resources necessary for a particular task(s), to the extent requested by CDFW-OSPR. Various tasks associated with spill related preparedness are described in detail below (see Section 5, Scope of Work).

The Contractor must sign a confidentiality agreement. The Contractor may also be called upon to assist CDFW-OSPR with additional incident-specific NRDA tasks and provide potential expert witness services in any litigation associated with the NRDA.

2. Location of Services

The services will be performed at various locations to be determined by the CDFW Contract Manager and type of event, (e.g., actual oil spill).

3. Service Schedule

The services will be provided within the established business hours of the event. 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: April DaSilva Name: TBD Phone: (916) 216-6299 Phone: TBD Email: April.dasilva@wildlife.ca.gov Email: TBD

Address: PO Box 944209 Sacramento, CA 94244-2090

Address: TBD

Direct all inquiries to: Direct all inquiries to:

CDFW – OSPR

Name: Julia-Malia Olea Name: Same as above Address: PO Box 944209

Sacramento, CA 94244-2090 Address:

Phone: (916) 216-1303 Phone:

Email: Julia-malia.olea@wildlife.ca.gov Email:

mailto:April.dasilva@wildlife.ca.gov mailto:Julia-malia.olea@wildlife.ca.gov

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 California Department of Fish and Wildlife Office of Spill Prevention and Response (CDFW-OSPR) is the leading state agency charged with spill prevention, response, and natural resource restoration in California's inland and marine environments. As a natural resource trustee for resources affected by oil or other hazardous material spills, the CDFW- OSPR NRDA Unit, along with other state and federal agencies (Trustee NRDA team), is responsible for determining and quantifying injuries to natural resources, including the loss of use and enjoyment as a result of an oil spill or discharge. This is accomplished in part by the acquisition and management of spill-related time critical or ‘ephemeral’ data, such as the collection and chemical analysis of environmental media (i.e., spilled product, water, sediment, and tissue), biological and other spill-related surveys, and detailed supporting photographic and written documentation. Following injury assessment, the Trustee NRDA team identifies, scales, and funds appropriate restoration projects to ensure that injured natural resources are restored and the public is compensated for the loss of use and enjoyment of those resources.

Under the direction of the CDFW-OSPR NRDA Unit, the Contractor will participate as a member of the Ephemeral Data Collection Team, which may include trustee representatives from CDFW-OSPR, U.S. Fish and Wildlife Service (USFWS), National Oceanic and Atmospheric Administration (NOAA), other state and federal agencies, as well as the responsible party during spill response. In the event of a large spill that has the potential to adversely affect fish and wildlife resources overseen by the state and federal trustees, the Contractor would be notified by CDFW-OSPR to perform the spill related services detailed in this agreement. Additionally, the Contractor will provide pre-spill preparedness related tasks in order to be adequately prepared for a spill event.

B. Work to be Performed

The Contractor will provide managerial, technical, and field support staff to perform assignments outlined by the NRDA Trustee team within 24 hours following a large inland or marine spill event (i.e., crude oil, fuel oils, other petroleum products or hazardous substances). The Contractor will assist in preparing sampling plans, identifying resources at risk of injury, establishing ephemeral data collection priorities, coordinating sample collection (e.g., water, sediment, and biota), managing, storing, and shipping samples, providing logistical support and purchasing equipment/supplies, and securing technical experts (e.g., administrative staff, biologists, chemists, toxicologists, economist, Geographic Information System (GIS) specialists) upon request.

Field staff and technical experts may support activities of the following (but not limited to) technical work groups (TWGs): birds, mammals, fish, water column, shoreline and benthic habitats, human recreational use, and data management. Each TWG is responsible for collecting or compiling evidence to support the determination of the extent, duration, and magnitude of injuries for their specified resource or task by properly documenting information, as well as collecting samples, survey data, photographs, and other related information relevant to the injuries. While the ephemeral data collection phase is active, these tasks may be carried out for an extended period (up to 30 days or more) following a spill. Following this initial spill data collection phase, the NRDA Trustees may request further sampling or survey activities for the extent and duration of the NRDA.

In addition to providing assistance during a large spill, the Contractor will be responsible for performing pre-spill preparedness related tasks, including identifying field support and technical expert staff, attending an NRDA-related oil spill drill and exercise, contract management update calls, and ensuring all contracted staff and technical experts are properly HAZWOPER trained and certified for spill response duties.

I. Preparedness Related Tasks:

1. The Contractor will identify field support staff¹ and technical experts, including billing rates for specified spill-related tasks (below);

2. The Contractor will develop and staff teams to participate in the ephemeral data collection activities and support TWGs;

3. The Contractor will coordinate and verify staff¹ are properly certified (i.e., completed

24- or 40- hour HAZWOPER training; 40- hour HAZWOPER for field team leader(s)) for assigned field duties;

4. The Contractor will coordinate and verify field staff¹ are properly trained (i.e., knowledge of sampling plans and equipment, labeling, note taking) for assigned duties;

5. The Contractor will attend an NRDA oil spill related drill and exercise at the request of the CDFW-OSPR Unit;

6. The Contractor will prepare, and update annually, a summary document that details the Contractor’s capabilities and plans for deploying support staff (as requested herein) to spills on an emergency basis;

II. Spill Related Tasks:

1. The Contractor will participate in daily Trustee NRDA Team planning meetings;

2. The Contractor will meet with the Trustee NRDA Ephemeral Data Collection Leader to develop sampling plans and strategies;

3. The Contractor will provide all reasonable personnel, transportation, office supplies, field sampling supplies, computer(s) with appropriate software (e.g. Microsoft Word, Excel, Access, ArcMap), printer(s), and equipment resources necessary for a particular task (s) as listed in Exhibit A, Attachment II - List of Supplies and

Equipment as directed by the Contractor

4. The Contractor will assign duties to support staff (i.e., field samplers) with the appropriate safety training (e.g., 24- or 40- hour HAZWOPER);

5. The Contractor will ensure field team safety and that specified safety plans are followed;

6. The Contractor will prepare documentation for and coordinate all field activities with the Response Operation or Unified Command;

7. The Contractor will brief each team member on the sampling locations, including access and resources at risk;

8. The Contractor will review sampling and labeling procedures with trustee staff;

9. The Contractor will coordinate proper documentation and collection of environmental media samples such as oil, water, sediment, tissues, biological surveys, photo-documentation (i.e., ground-based or aerial), as well as appropriate data and sample management;

10. The Contractor will coordinate and conduct surveys via air or ground to document human recreational use including but not limited to beach use restrictions or closures, beach use surveys, boating restrictions, and fishing restrictions;

11. The Contractor will set up sample transport/shipping to selected laboratories for analysis or storage;

12. The Contractor will maintain chain of custody records;

13. The Contractor will maintain data spreadsheets and facilitate transfer to NOAA’s

Data Integration Visualization Exploration and Reporting (DIVER) database with sampling data, photographs, videos, maps, field logs, and other critical data;

14. The Contractor will maintain proper storage, transport and disposal of waste materials (e.g., oiled clothing, gloves, etc.).

15. The Contractor will maintain real-time GIS and mapping support;

16. The Contractor will furnish CDFW-OSPR with all electronic, PDF and paper copies of sampling plans, sampling data, field notebooks, chain-of-custody forms, and all applicable documentation; and

17. The Contractor will coordinate and conduct collection of environmental media samples and human recreational use surveys for the extent and duration of the

NRDA beyond the response and ephemeral data collection phases.

C. Schedule and Locations

While the NRDA Incident Command Post (ICP) is active (in the first 48 hours of spill and for up to 30 days or longer, depending on the severity of the spill), the Contractor must stage their activities and coordinate with the Trustees from the NRDA ICP, at the direction of the CDFW-OSPR Contract Manager. Following demobilization and closing of the NRDA ICP, the Contractor may stage their activities from their normal business location(s) or appropriate field staging locations.

Due dates for Sampling and Analysis Plans (SAPs), Survey Work Plans (SWPs), raw data, maps, or other deliverables will be established during the post-spill response period.

D. Deliverables

1. The Contractor will furnish electronic and paper copies of plans, sampling data, GIS data, field notebooks, photographs, videos, chain-of-custody forms, maps, or other deliverables as described in Section II, Spill Related Tasks.

2. Computer Files: All electronic text files generated by the Contractor under this Scope of Work will be furnished to CDFW-OSPR in Microsoft Word 2002 or newer. Spreadsheets will be submitted by Microsoft EXCEL and/or Microsoft ACCESS 2002 or newer. All GIS data will be in ESRI ArcMap version 9.X compatible shapefile and/or geodatabase format. Google Earth products should also be viewable in current, free versions of the software.

3. PDF Deliverables: In addition to the paper and electronic copies of submittals, the final versions of any and all data reports or plans will be submitted in PDF format (i.e., Adobe Acrobat version 6.0 or greater). The PDF files will be created from electronic documents whenever possible or from scanned paper documents, if necessary.

4. Identification of Key Personnel: All deliverables must identify the specific name, contact information, and job titles of the Contractor's staff that had significant and specific input into the deliverable’s preparation or review.

¹Per Exhibit A, Attachment I, List of Key Personnel and Duties

6. Contractor Minimum Qualifications/Requirements

1. Contractor must provide resumes demonstrating experience in Natural Resource

Damage Assessment. This experience must include identifying resources at risk of injury, preparing and following standard operating procedures, coordinating, collecting and documenting environmental samples, operating field equipment, maintaining sample chain-of-custody records (according to industry standards), and managing, storing and shipping samples. Ability to conduct Habitat and

Resource Equivalency Analyses.

2. Contracted support staff must specialize in birds, mammals, fish, water column, shoreline and benthic habitats, human recreational use, resource economics, GIS and data management.

3. Field staff must be properly trained and possess current HAZWOPER certifications.

4. The Contractor must have the ability to staff a boat/air boat operator that can transport field staff and staff a professional photographer, with 40-hr

HAZWOPER training.

5. The Contractor must have the ability to staff an Unarmed Aircraft Systems (UAS)

Operator that is able to file required documentation, operate UAS, and process collected data.

6. The Contractor must have the ability to procure equipment and supplies as stated in the scope of work.

7. The Contractor must have the ability to mobilize and staff various positions within

24 hours of a large inland or marine spill event in California.

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. Aircraft Liability (limits not less than $10,000,000 each accident)

D. Watercraft Liability (limits not less than $1,000,000 each accident)

E. Professional Liability (limits not less than $1,000,000 per occurrence and

$3,000,000 policy aggregate)

F. 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)

G. 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”.

Agreement Number: P2475002 Contractor: To Be Determined (TBD)

LIST OF KEY PERSONNEL AND DUTIES

Staff Positions Requested Duties # of

Staff * Essential Position

Senior Project Contract Manager

Lead contract person. Responsible for project implementation, staff oversight, and contract management.

1 YES

Site Project Manager Lead person responsible for mobilization and daily oversight of field and office staff.

1-2 YES

Technical Experts (e.g., Toxicologist, Wildlife Biologist, Fisheries Biologist, Invertebrate Zoologist, Economist)***

Assist in identifying resources at risk of injury and planning data collection needs and priorities.

Trained persons able to perform field wildlife reconnaissance.

1-4 YES

Field Samplers** Trained persons able to perform various sample collection activities, including sampling of spilled material, sediments, water, and biota. Trained persons able to use fishing equipment and techniques to catch fish from specified locations.

4-10 YES

Human Recreational Use Surveyors***

Trained persons able to perform field reconnaissance, information gathering, and surveys related to beach/park use disruptions, fishing restrictions, or other recreational activity disruptions.

4-10 YES

Boat/Air Boat Operator** Trained person able to transport field sampling staff to identified locations within bay or nearshore marine waters.

1-2 DESIRABLE

Database Support Manager Lead person responsible for all data management, entry and archiving. Must be able to upload, manipulate, query, and manage NRDA spill data preferably in the NOAA DIVER database system.

1-2 YES

Sample Coordinator Lead person responsible for managing and documenting all sample collection, labeling, preservation, storage, shipping, and laboratory coordination activities. As requested, assists Trustees in acquiring sampling supplies and equipment. Hazardous materials shipping certification, for ground and air shipping, is desirable.

1-2 YES

GIS Specialist Lead person responsible for preparing, distributing, and archiving geospatial data from response and NRDA field reconnaissance and sampling activities on electronic (ArcMap and Google Earth) and hardcopy maps.

1-2 YES

Unmanned Aircraft Systems (UAS) Operator

Trained person able to file required documentation, operate UAS and process collected data.

1-2 DESIRABLE

Professional Photographer 40-hr HAZWOPER trained person able to 1 DESIRABLE

California Department of Fish and Wildlife Exhibit A – Attachment I, Key Personnel and Duties

Agreement Number: P2475002 Contractor: To Be Determined (TBD) photograph within the Hot Zone and other identified locations.

Administrative Support/Other Person capable of assisting with clerical and administrative support such as arranging travel, and organizing meetings.

1 DESIRABLE

*Scalable to the size and duration of the spill. For planning purposes only.

**Requires HAZWOPER training of 24 or 40 hours ***May require HAZWOPER training; however, it is not anticipated since potential exposure to spill constituents is unlikely

California Department of Fish and Wildlife Exhibit A – Attachment I, Key Personnel and Duties

California Department of Fish and Wildlife Agreement Number: P2475002 Exhibit A –Attachment II, Supplies & Equipment Contractor: To Be Determined (TBD)

LIST OF SUPPLIES AND EQUIPMENT

• Meeting/command post space near Response ICP o Tables, chairs o Electrical outlets o Projector screens o Internet (wireless or Ethernet) o Printers o Easels o Pens, pencils, misc. office supplies o Lavatory

• Computers (with wireless), printers, scanners, copiers, plotters, interfaces, internet, conference call phone

• Software [Microsoft products (Excel, Word, Access, Powerpoint)], Arcmap, MapSource, Google Earth, PhotoLink

• Internet conductivity device for electronic database entry and data archiving

• Additional Office supplies

• Identifying clothing/vest/hat with "NRDA"

• Sampling gear and equipment for water, sediment, and biota samples, o certified clean bottles and jars and labels o Chain of Custody forms o waders, boots, PFDs o aluminum foil, tongue depressors, sealable freezer bags, permanent ink pens, rite in the rain book, o coolers for field sampling and sample shipment o shipping materials o digital camera with greater than 6 MP resolution o hand-held GPS with meter accuracy

• Personal Protective Equipment (PPE)

• Vehicles for transportation to field sites and NRDA ICP

• Freezer(s) (with lock or within controlled access room)

• Boat/Air Boat

California Department of Fish and Wildlife Agreement Number: P2475002 Exhibit A – Attachment III Contractor: TBD

Service Request (To be completed by CDFW Contract Manager)

Date Issued:

Contractor Project Manager:

Name Phone Email

CDFW Contract/Project Manager:

Name Phone Email

Project Location (Address, County, Route, Latitude, Longitude)

Project Period (Not to exceed beyond the expiration date of Agreement)

Anticipated service start date: Anticipated service completion date:

Service Request Description (Must fall within the Scope of Work described in Exhibit A)

Event Description:

California Department of Fish and Wildlife Agreement Number: P2475002 Exhibit A – Attachment III Contractor: TBD

Service Request Estimate (To be completed by Contractor)

Personal Services

Personnel Title (refer to Exhibit A – Attachment I) Hourly Rate* Est. # of Hours Estimated Total

Senior Project Contract Manager $ $

Site Project Manager $ $

Technical Experts $ $

Field Sampler(s) $ $

Human Rec. Use Surveyors $ $

Boat Operator $ $

Database Manager $ $

Sample Coordinator $ $

GIS Specialist $ $

Unmanned Aircraft Systems (UAS) Operator $ $

Professional Photographer $ $

Administrative Support/Other $ $

Operating Expenses

Equipment & Supplies (refer to Exhibit A - Attachment II) Estimated Total

Meeting/command post space near Response ICP $

Computers, printers, scanners, copiers, plotters, interfaces, internet, conference call phone $

Software $

Internet conductivity device $

Office Supplies $

Identifying clothing/vest/hat with "NRDA" $

Sampling gear and equipment for water, sediment, and biota samples $

Personal Protective Equipment (PPE) $

Vehicles for transportation to field sites and NRDA ICP $

Freezer(s) (with lock or within controlled access room) $

Boat/Air Boat $

Travel Estimated Total

Travel expenses in accordance with Exhibit I $

Total Anticipated Cost of Service Request** $

*Hourly rate as shown in Exhibit B

**The total amount payable by CDFW under this Service Request must not exceed 15% more than the amount of the Total Anticipated Cost of Service Request unless approved in advance by the CDFW Project Manager.

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

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: April DaSilva

CDFW Region / Division: Office of Spill Prevention and Response

Email: April.dasilva@wildlife.ca.gov

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

D. The invoice must contain the following information:

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

2. Printed name of the Contractor

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

4. Name of the CDFW Region/Division being billed (see section 1.B. above)

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

6. The agreement number upon which the claim is based

7. An itemized account of the services for which the CDFW is being billed. Include all of the following:

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

b. A description of the services performed

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

Exhibit B – Budget Detail and Payment Provisions <Insert Contractor Name>. Contractor: To Be Determined (TBD) deliverables, cost documentation from the Contractor should include personnel time and expense records, billed to the specific tasks outlined in the Exhibit A, Scope of Work, and a detailed accounting of all supplies or equipment purchased

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

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

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

2. CONTRACT WRITTEN PRIOR TO APPROVAL OF THE BUDGET ACT

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

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

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

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

3. 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.

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

In the event of an oil spill, prompt pay will be reduced to 15 days.

4. 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.

5. 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.

6. RATE SCHEDULE

The Contractor will provide CDFW NRDA Field Support Services in accordance with the specifications, terms, and conditions contained herein, at the unit rates noted below. Rates shall include all Contractor costs including but not limited to labor, shipping, taxes, transportation, 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 will not exceed Thirty Thousand Dollars and Zero Cents ($30,000.00)

Actual expenditures will be invoiced as incurred during the performance of pre-spill tasks or spill tasks as detailed per each Service Request (Exhibit A, Attachment III).

Labor will be invoiced using the rates listed below and all operating expenses will be billed per applicable rates/costs at the time of occurrence.

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

A. Personal Services (refer to Exhibit A – Attachment I)

Job Title or Classification Hourly Rate

Senior Project Contract Manager $

Site Project Manager $

Technical Experts $

Field Sampler(s) $

Human Rec. Use Surveyors $

Boat Operator $

Database Manager $

Sample Coordinator $

GIS Specialist $

Unmanned Aircraft Systems (UAS) Operator $

Professional Photographer $

Administrative Support/Other $

B. Operating Expenses

• Equipment* & Supplies (refer to Exhibit A – Attachment II)

• Travel**

*No equipment over $500 may be purchased by the Contractor without preapproval from CDFW-

OSPR.

**Not to exceed State reimbursement rates for travel, lodging, per diem, and mileage as outlined in Exhibit I.

California Department of Fish and Wildlife Exhibit D – Additional Provisions (Rev 06/2022)

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 Exhibit D – Additional Provisions

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

b.

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

5.

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

a.

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

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

c.

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

d.

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

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

California Department of Fish and Wildlife Exhibit D – Additional Provisions

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

California Department of Fish and Wildlife Exhibit D – Additional Provisions

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

8.

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

9.

DISABLED VETERAN BUSINESS ENTERPRISE (DVBE) PARTICIPATION REQUIREMENTS

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

a.

A written explanation of the reason for the substitution; and

The identity of the person or firm substituted.

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

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

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

A person or entity that knowingly provides false information will be subject to a civil penalty for each violation in the minimum amount of two thousand five hundred dollars ($2,500) and the maximum amount of twenty-five thousand dollars ($25,000). An action for a civil penalty under this subdivision may be brought by any public prosecutor in the name of the people of the State of California and the penalty imposed will be enforceable as a civil judgment.

Pursuant to the M&VC Section 999.7, CDFW will withhold ten thousand dollars ($10,000) from the final payment, or the full final payment if less than ten thousand dollars ($10,000), until the Contractor complies with the certification requirements of Military and Veterans Code Section

999.5. Contractors that fail to comply with the certification requirements will be given notice and allowed to cure the defect. If after 15 calendar days but not more than 30 calendar days from the date of the notice, the Contractor fails to comply with the certification requirements, CDFW will permanently deduct ten thousand dollars ($10,000) from the final payment, or the full payment if less than ten thousand dollars ($10,000). The withholding applies to all procurement approaches with a DVBE subcontractor, as defined by M&VC Section 999(b)(4).

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

California Department of Fish and Wildlife Exhibit D – Additional Provisions

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

10.

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

If the Contractor or subcontractor(s) are required to prepare multiple documents or written reports, the disclosure statement may also contain a statement indicating that the total Agreement amount represents compensation for multiple documents or written reports. The Contractor must include in each of its subcontracts for work under this Agreement, a provision which incorporates the requirements stated within this section.

11. USE OF SUBCONTRACTOR(S) ~ If the Contractor desires to accomplish part of the services using one (1) or more subcontractors, the following conditions must be met:

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

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

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

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

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

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

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

12. POTENTIAL SUBCONTRACTOR(S) ~ Nothing contained in this Agreement or otherwise will create any contractual relation between the State and any subcontractor(s) and no subcontract will relieve the primary Contractor of its responsibilities and obligations hereunder. The Contractor

California Department of Fish and Wildlife Exhibit D – Additional Provisions 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.