Sample_Contract.pdf

STATE OF CALIFORNIA - DEPARTMENT OF GENERAL SERVICES

STANDARD AGREEMENT

STD 213 (Rev. 04/2020)

AGREEMENT NUMBER

P2495006(SAMPLE)

PURCHASING AUTHORITY NUMBER (If Applicable)

SCO ID: 3600-P2495006 (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

THROUGH END DATE

June 30, 2027

3. The maximum amount of this Agreement is:

$900,000.00 |Nine Hundred 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 8

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

STATE OF CALIFORNIA - DEPARTMENT OF GENERAL SERVICES

STANDARD AGREEMENT

STD 213 (Rev. 04/2020)

AGREEMENT NUMBER

P2495006(SAMPLE)

PURCHASING AUTHORITY NUMBER (If Applicable)

SCO ID: 3600-P2495006 (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)

California Department of Fish and Wildlife Agreement Number: P2495006 Exhibit A – Scope of Work Contractor: TBD

(Version 03/2023)

1. Introduction of Services

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

2. Location of Services

Most often, services will be performed at the Contractor’s business location, but service may be performed at the following location with prior arrangements:

40 Durley Ave, Building A, Hangar C-300, Camarillo, CA 93010

3. Service Schedule

The services will be provided between normal business hours, except on holidays for scheduled maintenance and on an on-call basis for emergencies. 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: Gavin Woelfel Name: TBD Phone: (916) 508-5205 Phone: TBD Email: gavin.woelfel@wildlife.ca.gov Email: TBD Address: P.O. Box 944209

Sacramento, CA 94244-2090 Address: TBD

Direct all inquiries to: Direct all inquiries to:

CDFW Law Enforcement Division/Air Unit Name: Anthony Poindexter Name: Same as above Address: P.O. Box 944209 Sacramento, CA 94244

Address:

Phone: (916) 247-7766 Phone:

Email: anthony.poindexter@wildlife.ca

.gov Email:

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

5. Scope of Work

A. Background and Objectives

Law Enforcement Division (LED) Air Services maintains a fleet of aircraft that require periodic maintenance and repair services. Services require technicians who are certified by the Federal Aviation Administration (FAA) and the Federal Communications Commission (FCC) which ensures compliance with FAA regulations, airworthiness directives, and manufacturer's bulletins.

The California Department of Fish and Wildlife Air Unit was established in 1945 by Warden Pilot Al Reese when he purchased two Fairchild F-24s to plant fish, patrol hunting areas and perform wildlife surveys. Since then, the unit has grown, and the responsibilities have increased. The unit now operates six airplanes and one helicopter that play a vital role within the California Department of Fish and Wildlife, Law Enforcement Division to survey and patrol 1,100,000 acres of California and 3,426 miles of California coastline extending 200 miles out to sea. These aircraft are utilized within CDFW and the LED for offshore and night operations, wildlife surveys, management of oil spill cleanup, enforcement of fish and wildlife code, and search/rescue operations at sea. These aircraft are also part of the State’s Office of Emergency Services response plan that provide a level of service that cannot be duplicated or provided by any other resource or piece of equipment. The aircraft are critical in accomplishing CDFW’s mission to manage California’s diverse fish, wildlife, and plant resources, and the habitation upon which they depend, for their ecological value and for their use and enjoyment by the public. Habitat loss, drought, pollution, and poaching are a real and constant threat to wildlife, the aircraft are an essential tool to help combat these threats.

Frequent scheduled and unscheduled aircraft maintenance is vital to safe aircraft operations. The CDFW Air Unit operates its fleet of aircraft in accordance with the maintenance recommendations of the aircraft manufacturer and the maintenance requirements specified in 14 CFR Part 91 for non-public use aircraft. This high level of maintenance ensures that the aircraft are ready for their first-responder role and are ready to respond to state emergencies, high-risk missions and the challenging weather conditions the aircraft will be exposed to in California.

The Contractor will provide all labor, parts, personnel, equipment, supplies, software subscriptions, materials, tools, transportation, licenses and/or permits, and insurance necessary to provide maintenance and support on all CDFW owned aircraft as listed by aircraft number.

The primary objective for the maintenance and support of CDFW aircraft will include, but is not limited to the inspection, service, support, repair, overhaul, modification, or replacement of components due to design error, scheduled replacement, fatigue failure, corrosion, microstructure failure, wear, abrasion, erosion, overload, scratches, nicks, dents, impacts and cracks, that will be detected in the following aircraft systems groups during inspection.

Placards/markings Servicing Multisystem

Hardware Vibration/noise analysis

Integrated modular avionics

Airframe Air conditioning Cabin systems

Pressurization Auto flight Onboard maintenance systems

Communications Electrical power Information systems

Equipment/furnishings Fire protection, Cargo compartment

Flight controls Fuel Doors

Hydraulic power Ice and rain protection

Fuselage

Indicating / recording system Landing gear Nacelles/pylons

Lights Navigation Stabilizers

Oxygen Pneumatic Windows

Vacuum Water / waste Wings

Propeller Main rotor Main rotor drive(s)

Surveillance equipment Tail rotor Tail rotor drive

Power plant/engine (reciprocating and turboprop)

Engine - fuel and control

Ignition

Bleed air Engine controls Engine indicating

Starting Accessory gear box (engine driven)

Fuel cell systems

Aircraft support systems/equipment

B. Work to be Performed

1. Compliance with State and Federal Regulations

a. The Contractor will provide all labor, parts, personnel, equipment, supplies, software subscriptions, materials, tools, transportation, licenses and/or permits, and insurance necessary to provide maintenance and support for one (1) Cessna 208 Caravan, three (3) Cessna 185s, one (1) VulcanAir (Partenavia) P68, one (1) Beechcraft King Air 200, and one (1) MD Helicopters MD530F aircraft owned and operated by CDFW. The term “maintenance” includes hourly, progressive and phase inspections, service, repair, replacement, troubleshooting and providing new parts for the aircraft airframe, powerplant and aircraft support equipment. The Contractor will use only FAA certified airframe and powerplant mechanics to work on the aircraft. If the Contractor is an FAA certified repair station, then the rules for repair station mechanics will apply. All certificates, licenses, and permits must be current and in effect at all times throughout the term of this agreement, and readily available for inspection by CDFW.

If used, the repair station certificate(s) must be issued for the Contractor’s business address, and repair station authorization must cover all CDFW aircraft models as listed by aircraft number.

b. The Contractor will maintain the aircraft in accordance with all appropriate

FAA, manufacturer, and CDFW requirements. Authorization for providing additional services and repairs as necessary or as required by CDFW, will be at the direction of the Senior Warden Pilot, or designee Warden Pilot.

c. Within thirty (30) days after notification of award of agreement, the

Contractor must submit to the CDFW Contract Manager the names, work experience, schools/courses attended, copies of certificates, and ratings held for all personnel that will perform maintenance on the CDFW aircraft.

This information will be used to determine compliance with contractual requirements throughout the term of this agreement. If the Contractor wishes to change mechanics, the Contractor must again provide names, work experience, schools/courses attended, copies of certificates, and ratings held for the new personnel, to the CDFW Contract Manager; and ensure that the proposed new mechanics meet all experience requirements and remain compliant with all applicable requirements of this agreement.

d. 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 waste is received, stored, or handled during transportation.

e. 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.

2. Equipment Installations, Inspections, Repairs and Parts

a. For all work other than scheduled inspections, the Contractor will provide a written estimate of labor, parts, and time required to complete the specified maintenance and/or repairs. No work will be done or parts supplied in excess of, or different from the original written estimate without the separate oral or written approval of the CDFW Contract Manager. If the Contractor continues work without the separate oral or written approval of the CDFW Contract Manager, CDFW is released from any and all obligation to pay any amount over the original estimate.

b. To complete large inspections in a timely manner, the Contractor will assign at least two (2) mechanics. Whenever required maintenance and/or repairs involve the disassembly of critical components, the work performed must also be inspected by another mechanic and so noted by his/her initials on the checklist in use. If there is only one (1) mechanic, this secondary safety inspection may be performed by the CDFW Contract Manager.

c. The Contractor will be required to complete appropriate inspection checklist(s) approved by the manufacturer, CDFW, or FAA. This checklist(s) must be signed by the mechanic and made available to the CDFW Warden Pilot receiving the aircraft.

d. To ensure the origin of the life limited components, the Contractor will provide an itemized manufacturer’s invoice for all life limited parts purchased from the manufacturer. The itemized manufacturer’s invoice must be submitted with the Contractor’s invoice. The Contractor will provide a copy of the work order with the life limited component detailing the work performed for any component overhauled by or through the Contractor.

e. CDFW maintains a limited spare parts inventory and reserves the right to provide serviceable parts for use on the aircraft. The Contractor will utilize serviceable parts and/or supplies furnished by CDFW. The Contractor will not purchase individual parts exceeding One Hundred Dollars and Zero Cents ($100.00), for the aircraft unless prior authorization has been obtained for that particular purchase from the CDFW Contract Manager. If CDFW inventory is not checked prior to the purchase of a serviceable part, CDFW has the right to return that component to the Contractor for a full refund and will not be subject to any restocking fees.

f. For parts and materials, the Contractor must indicate the quantity, appropriate description, part number, and serial number (if applicable) for each item billed on the invoice. The Contractor’s invoice must reflect list price, extended price, and total for each item. The appropriate contracted parts/materials discount must be reflected on the invoice and be applied to the grand total. For all other work conducted, the Contractor will itemize labor charges on their billing invoices, specifying the task performed, and the other work-hours expended, when more than one-half work-hour is required to complete a specific task. The requirement does not apply to those work-hours necessary to conduct normal inspection procedures (e.g., the removal of inspection panels, cowlings, etc.). The invoice will reflect any freight charges broken down into two (2) separate categories;

incoming and outgoing shipping.

g. The Contractor will provide the tools which are necessary for routine maintenance or repair of the CDFW aircraft. Should CDFW request the use of tools or special equipment that is not required for normal maintenance, the Contractor will provide a written cost estimate and receive authorization from the CDFW Contract Manager prior to purchase or rental of these items. If approved, this cost will be charged against the contract. If the tool is purchased, that tool will be returned to the CDFW Air Unit.

h. Any damage caused to the aircraft or its components by the Contractor or its employees will be the sole responsibility of the Contractor. CDFW may either allow the Contractor to repair the damage at no cost to CDFW or CDFW may use a different entity to make the repair and will invoice the Contractor for this repair work.

i. When maintenance and/or repairs are accomplished at the Contractor’s facility, the aircraft will be kept in a hangar having adequate security. The Contractor will be responsible for the security of the aircraft while in their possession.

j. The Contractor is not permitted to fly any CDFW aircraft.

3. Timeframes

a. For scheduled maintenance, CDFW flight crew will be met by the mechanic(s) who will be conducting the maintenance within 15 minutes of their arrival, and work will commence within the next 30 minutes. For unscheduled maintenance, the Contractor will arrange for work on the CDFW aircraft to begin the next business day.

b. The Contractor will maintain the aircraft on an “as requested” basis, upon verbal or written request from the CDFW Contract Manager. The Contractor will notify the CDFW Contract Manager if maintenance and/or repairs cannot be completed by the estimated time of completion.

4. Additional Expenditures

a. If the Contractor is required to travel to a location other than the specified CDFW facility to maintain or repair an aircraft, actual out-of-pocket expenses, current California Department of Human Resources (CalHR) rate for meals, lodging, etc. will be reimbursed when supported by receipts in accordance with Exhibit I, Travel Reimbursement Information, which is attached hereto and made a part of this agreement. Expenses for such per diem and mileage will be included on the invoice(s) for work performed and attached to the invoice(s). Expenses for such per diem and mileage will only be authorized for travel incurred within the state. Authorization for out-of-state travel must be obtained and approved by the CDFW Senior Warden Pilot prior to any expenses being incurred.

b. When providing parts to CDFW mechanics, CDFW will either pick up parts at the Contractor’s facility or have the Contractor ship the part(s) to a CDFW determined facility. The Contractor will provide an invoice for parts and freight within 10 days of the transaction.

c. Any freight charges will be prepaid by the Contractor, and then invoiced to

CDFW for final payment. The Contractor must include a copy of all original freight bills when invoicing CDFW for freight charges associated with maintenance conducted under the provisions of this agreement. If freight is over Fifty Dollars and Zero Cents ($50.00), a separate freight invoice will be supplied. If an anticipated freight charge, either incoming or outgoing, will exceed Two Hundred Dollars and Zero Cents ($200.00), the Contractor must contact the CDFW Contract Manager and request authorization for shipment. If prior authorization is not obtained, CDFW is liable only for those freight charges approved by the Department of General Services, Transportation Management Unit. When authorization is obtained, a separate freight invoice will still be required.

C. Reports

1. The purpose of the maintenance and parts support is to ensure compliance with FAA regulations, airworthiness directives, and manufacturer’s bulletins. The Contractor will comply with Federal Aviation Regulation (FAR) 43.9 as it relates to logbook entries. The CDFW operates under FAR Part 91 guidelines, but CDFW requires logbook entries to comply with FAR 43.9.

2. The Contractor will make a logbook entry on adhesive label material and securely attach the label to the logbook page; or, the Contractor will make a pen and ink entry. The attachment of any work order to the logbook and/or an entry to “see work order for details” will not be allowed.

3. The Contractor will make Logbook entries in the appropriate logbooks and the

Flight docs maintenance tracking software after all maintenance is completed.

6. Contractor Minimum Qualifications/Requirements

A. All the Contractor’s employees who work on the aircraft must be registered as FAA certified mechanics as prescribed in Part 65, Subpart D of the FAR, and have the facilities and equipment necessary to conduct the level of maintenance required by the provision of this contract. All certificates, licenses, and permits must be current and in effect throughout the term of this contract, and readily available for inspection by CDFW, upon request.

B. If the Contractor is an FAA certified repair station, the Contractor must have a current 14 CFR Part 145 Repair Station Certification issued by the FAA. If the Contractor is not an FAA certified repair station, this requirement does not apply.

C. The personnel who the Contractor selects to work on a specified aircraft must have a minimum of five (5) years’ experience working on the aircraft described in section 5B1a, Compliance with State and Federal Regulations. Each mechanic must provide proof of this experience via resume.

D. Personnel who work on CDFW aircraft must possess FAA Airframe and Powerplant mechanic certification.

E. The Contractor’s place of business must be located within 20 nautical miles of the

Camarillo Airport (KCMA).

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. Hangar Keepers Liability (limits not less than $1,000,000 per occurrence with a

$2,000,000 annual policy aggregate)

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: TBD

(Version 01/2024)

1. INVOICING AND PAYMENT

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

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

Contract Manager: Gavin Woelfel c/o Anthony Poindexter

CDFW Region / Division: Law Enforcement Division

Email: P.O. Box 944209 Sacramento, CA 94244-2090

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

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

D. The invoice must contain the following information:

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

2. Printed name of the Contractor

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

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

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

6. The agreement number upon which the claim is based

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

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

b. A description of the services performed

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

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

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

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

2. CONTRACT WRITTEN PRIOR TO APPROVAL OF THE BUDGET ACT

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

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

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

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

3. ADVANCE PAYMENTS, ASSEMBLY BILL 590

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

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

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.

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 airframe and powerplant repair and maintenance services on an as-needed bases 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 rates identified below to a total cost that must not exceed Nine Hundred Thousand Dollars and Zero Cents ($900,000.00)

A. Contractor Rates

Fiscal Year Hourly Shop Rate Parts Markup

24/25 $ %

25/26 $ %

26/27 $ %

B. Parts and travel budget allocations*

Item Not to Exceed

Parts & Freight* $360,000

Travel** $15,000

Total Contract Cost Not to Exceed $900,000.00

*The Contractor must supply receipts or other documentation for proof of costs of parts and freight along with the invoice to secure reimbursement for those items. The Contractor will not purchase individual parts exceeding One Hundred Dollars and Zero Cents ($100.00), for the aircraft unless prior authorization has been obtained from the CDFW Contract Manager. If an anticipated freight charge, either incoming or outgoing, exceeds Two Hundred Dollars and Zero Cents ($200.00), the Contractor must contact the CDFW Contract Manager and request authorization for shipment.

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

SAM

PLE

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. 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.

California Department of Fish and Wildlife Exhibit D – Additional Provisions

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.