SBS_2627-05_EJAC_Outreach__Engagement_and_Research.pdf

SMALL BUSINESS SOLICITATION (SBS) SBS 2627-05: EJAC Outreach, Engagement, and Research

September 23, 2026

The Department of Toxic Substances Control (DTSC) is interested in contracting with a California Certified Small Business to acquire outreach, engagement, and research services.

DTSC is seeking experienced bidders who can conduct outreach, engagement, and research for the Environmental Justice Advisory Council (EJAC) as convened and supported by the Department of Toxic Substances Control (DTSC). The responding bidder shall have the capacity to develop public education, resources, and awareness campaigns in conjunction with community organizations and leaders to support Attorney General initiatives and priorities, as well as participate in community events and meetings, and to perform/provide all services in accordance with the attached Contract.

The estimated dollar amount of this Contract is not to exceed $125,000.000. The term will be for one (1) year with the option to extend for an additional year at the same contracted rates. The actual expended amount for the Contract could be lower depending on DTSC’s needs, and the Contract amount is not guaranteed.

If you are able to provide these services and are interested in bidding, please provide the following documents:

A. A copy of the Bidder’s current California Small Business Certification, which must be valid throughout the term of the Contract.

B. A Completed Budget Detail – Attachment #1

C. Resumes for all employees performing work on this Contract – Attachment #2

a. Note: If the bidder has not currently hired or subcontracted for the Subject Matter Experts (SME) described in Task 6, Bidder does not need to submit resumes for those individuals at the time of bid, however they can be added before contract execution or at a later date through amendment to the contract.

D. A completed Minimum Qualification Certificate (Attachment #3). Bidder must affirm that they meet all required minimum qualifications.

E. A narrative describing how your firm meets each of the minimum qualifications, why you will be successful in this contract and how you will fulfill it. If the bidder has not hired or subcontracted for the Subject Matter Experts (SME) described in Task 6 at the time of Bid submittal, Bidder shall include this information in the narrative and confirm that they will hire or subcontract for these services, as needed.

Department of Toxic Substances Control Small Business Solicitation 2627-05

F. A completed Bidder References Form (Attachment #4). Bidders must provide the name of the firm, street address, contact person, telephone number, dates of services, value or cost of service, and a brief description of service provided, including location(s) of service provided, of three (3) business firms or governmental agencies they have provided services similar to those detailed in the Scope of Work within the last five (5) years.

G. A completed GSPD-05-105 Bidder Declaration Form (Attachment #5) that details any known subcontractors performing work under the Proposed Contract.

H. A completed CUF Evaluation Form (Attachment #6) for each California Certified Small Business performing work under the Proposed Contract including the bidder and any subcontractors.

The State of California seeks to realize the potential benefits of GenAI, through the development and deployment of GenAI tools, while balancing the risks of these new technologies.

Bidder / Offeror must notify the State in writing if it: (1) intends to provide GenAI as a deliverable to the State; or (2), intends to utilize GenAI, including GenAI from third parties, to complete all or a portion of any deliverable that materially impacts: (i) functionality of a State system, (ii) risk to the State, or (iii) Contract performance. For avoidance of doubt, the term “materially impacts” shall have the meaning set forth in State Administrative Manual (SAM) § 4986.2 Definitions for GenAI.

Failure to report GenAI to the State may result in disqualification. The State reserves the right to seek any and all relief to which it may be entitled to as a result of such non-disclosure.

Upon notification by a Bidder / Offeror of GenAI as required, the State reserves the right to incorporate GenAI Special Provisions into the final contract or reject bids/offers that present an unacceptable level of risk to the State.

Government Code 11549.64 defines “Generative Artificial Intelligence (GenAI)” as an artificial intelligence system that can generate derived synthetic content, including text, images, video, and audio that emulates the structure and characteristics of the system’s training data.

To submit a proposal to DTSC or learn more about the Proposed Contract or the requirements, please email Contracts@dtsc.ca.gov and reference “SBS 2627-05 – EJAC Outreach, Engagement, and Research” in the subject line. DTSC requests that we receive your proposals by October 7, 2026.

DTSC is very eager for the opportunity to support California Small Businesses and hopes that you consider working with us to assist in our mission of protecting California’s people and environment from harmful effects of toxic substances.

Regards, Andrew Salz Contract Development Unit

ATTACHMENT 1 - BUDGET DETAIL

Deliverable Rate/Hour

Kick-off meeting with Contractor & EJAC members (limited to one (1) hour)

Monthly status update meetings

Annual Outreach/Engagement Plan and necessary edits and update

Outreach and engagement events

Focused engagement for target communities

Develop and maintain comprehensive list of members of the public for ongoing engagement

Assess DTSCs existing public engagement strategies and techniques and provide recommendations to EJAC members and Staff

Environmental justice subject matter expert

Travel Costs (travel & per diem)

Travel Costs will be reimbursed at CalHR rates.

No bidder input is required in this Section.

All hourly rates are fully loaded rates and include all costs to perform the services in the Contract, including but not limited to overhead, materials, supplies, computers, taxes, and including, if any, costs related to procuring and managing any subcontract for the Environmental Justice Subject Matter Experts. DTSC will not pay any costs not listed on this Budget Detail.

ATTACHMENT 2 - RESUMES

Please provide resumes for all employees performing work on this Contract.

ATTACHMENT 3 - MINIMUM QUALIFICATIONS CERTIFICATION

I, _____________________, certify that _____________________ fulfills the following minimum qualifications and have attached documentation to verify each qualification as required:

At least 15 years of combined experience or relevant education in community outreach and engagement within the firm

At least 5 years of experience working in environmental justice communities

Experience working with diverse stakeholder groups with differing viewpoints

Experience creating space and engagement mechanisms for reaching underrepresented voices

Experience gathering and analyzing information from and about communities and developing reports and recommendations based on this information

Experience developing Key Performance Indicators (KPI)

Contractor must have demonstrated writing and technical presentation skills, and experience working with community groups

Contractor must have excellent event facilitation skills, including the ability to effectively present information to a wide variety of audiences

Contractor must have proven ability to create strong relationships with diverse local leaders from historically underrepresented communities

Company Name

Printed Name

Signature

Title

ATTACHMENT 4: BIDDER REFERENCES

Submission of this attachment is mandatory. Failure to complete and return this attachment with your response may cause your response to be rejected and deemed non-responsive. By furnishing the references, the bidder authorizes the State to contact the named company, person or entity to discuss the Contractor’s past performance.

List below three (3) references for services performed within the last five (5) years, which are similar to the scope of work to be performed in this Agreement.

REFERENCE 1

Name of Firm Street Address City State Zip Code Telephone Number

Contact Person Email:

Dates of Service Value or Cost of Service

Brief Description of Service Provided

REFERENCE 2

Name of Firm Street Address City State Zip Code Telephone Number

Contact Person Email:

Dates of Service Value or Cost of Service

Brief Description of Service Provided

REFERENCE 3

Name of Firm Street Address City State Zip Code Telephone Number

Contact Person Email:

Dates of Service Value or Cost of Service

Brief Description of Service Provided

ATTACHMENT 5: BIDDER DECLARATION

https://www.documents.dgs.ca.gov/dgs/fmc/gs/pd/gspd05-105.pdf

ATTACHMENT 6: COMMERCIALLY USEFUL FUNCTION (CUF) EVALUATION FORM

Supplier Name: ______________________________________________________________

On January 1, 2004, Chapter 623, Statutes of 2003, became effective and requires all Small Businesses, Micro-Businesses and Disabled Veteran Business Enterprises to perform a “commercially useful function” in any contract they perform for the State.

Per GC 14837, Section 1: A business that is performing a commercially useful function is one

(1) that does ALL of the following:

1. Is responsible for execution of a distinct element of the work of the contract.

2. Carries out its obligation by actually performing, managing, or supervising the work involved.

3. Performs work that is normal for its business, services and function

4. Is responsible, with respect to products, inventories, materials, and supplies required for the contract, for negotiating price, determining quality and quantity, ordering, installing, if applicable, and making payment.

5. Is not further subcontracting a portion of the work that is greater than that expected to be subcontracted by normal industry practices.

Note: A contractor, subcontractor, or supplier will not be considered to perform a commercially useful function if the contractor’s, subcontractor’s, or supplier’s role is limited to that of an extra participant in a transaction, contract, or project through which funds are passed in order to obtain the appearance of small business or microbusiness participation.

Suppliers Certification

I certify that my company meets all five (5) of the criteria listed above.

Authorized Representative Date

DTSC Certification

DTSC has determined that a CUF will be performed by this supplier.

Authorized Representative Date

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PROPOSED CONTRACT

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EXHIBIT A

SCOPE OF WORK

1. **Contractor Name** (Contractor) agrees to enter into a Contract with the Department of Toxic Substances Control (DTSC), to provide personnel, services, materials, and equipment that are needed to conduct the outreach, engagement, and research for the Environmental Justice Advisory Council (EJAC) as convened and supported by the Department of Toxic Substances Control (DTSC).

2. The DTSC Contract Manager and Contractor Representative during the term of this Contract will be:

DTSC/EJAC Contract Manager

NAME

Department of Toxic Substances Control

ADDRESS

Phone:

Fax:

Email:

Contractor Representative

NAME

TITLE

CONTRACTOR BUSINESS NAME

ADDRESS

Phone:

Fax:

Email:

The DTSC Contract Administrator for this Contract will be:

DTSC Contract Administrator

NAME

Department of Toxic Substances Control 1001 I Street, PO Box 806 Sacramento, California 95812 Phone:

Fax:

Email:

3. The contacts listed in Exhibit A, Section 2 may be changed at any time upon written notification to the other party with a copy to DTSC’s Contracts Unit.

4. Description of Services

The Contractor will help to utilize traditional and non-traditional community engagement and outreach methods to ensure that efforts to reach the community and stakeholders are comprehensive, effective, culturally relevant, and inclusive of disadvantaged and linguistically isolated communities. The Contractor will be responsible for identifying, establishing and cultivating cooperative relationships with community-based programs, organizations, and community leaders, with a special focus on historically underrepresented stakeholders (including communities of color and faith-based communities) to strategically execute outreach initiatives. The Contractor will develop public education, resources, and awareness campaigns in conjunction with community organizations and leaders to support Attorney General initiatives and priorities, as well as participate in community events and meetings. They will provide opportunities for diverse voices to shape the Department’s activities.

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5. Background:

Following Governor Newsom’s “reform” through Senate Bill 158 (Ch. 73, Stats. 2021), DTSC implemented key governance and fiscal reforms to improve the Department’s transparency, accountability, and fiscal stability. SB 158 also provides for a forum that represents communities across California impacted by DTSC’s programs and activities and that provides environmental justice advice, consultation, and recommendations to DTSC’s Director and the Board of Environmental Safety (BES).

Under this goal, DTSC will establish an Environmental Justice Advisory Council (EJAC) to convene conversations with the community and tribal voices, where they can be heard by decision-makers and where honest dialogue can take place.

As part of the above, SB 158 requires appointment of between five (5) to fifteen (15) EJAC members comprised of a part-time Chair, Co-Chair, and two to eleven (11) part-time paid members.

The EJAC will provide independent environmental justice advice, consultation, and recommendations to safeguard and protect those who are impacted by exposure to toxic substances under the regulatory oversight of DTSC. It will work collaboratively with communities across California to develop solutions that will improve the health of communities impacted by toxic substances, reduce toxic threats throughout the state, and promote the fair treatment and meaningful involvement of all people, regardless of race, ancestry, national origin, religion, disability, gender, sexual orientation, income, or other protected classes. In its appointed role, the EJAC shall also work collaboratively with DTSC leadership and Board of Environmental Safety (BES) members to determine how best to share its research, recommendations, and activities through mechanisms such as meetings, roundtables, presentations at BES public meetings, DTSC meetings, etc., and how to engage communities to share environmental justice concerns.

In support of the EJAC, services are needed to create a dynamic outreach and engagement strategy for reaching the diverse community groups across California impacted by DTSC programs and activities and generate platforms for communication between communities and EJAC so that it can provide environmental justice advice, consultation, and recommendations the DTSC/BES.

In this context, the EJAC will engage the Contractor to support this effort. The following describes the EJAC and the necessary scope of services for EJAC Support. All Contractor tasks will be coordinated through the DTSC/EJAC Contract Manager, or authorized designee as confirmed by said Contract Manager.

In this context, the EJAC will engage the Contractor to support this effort. The following describes the scope of services for EJAC Support. All Contractor tasks will be coordinated through the DTSC/EJAC Contract Manager, or authorized designee as confirmed by said Contract Manager.

6. Tasks

The Contractor shall provide comprehensive outreach and engagement services on behalf of a minimum of seven (7) members and with various individuals, including DTSC/EJAC

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Contract Manager and community members over the term of this Contract. The Contractor shall facilitate or provide the following tasks:

A. Task 1a: Outreach and Engagement Plan Development

The Contractor shall create an annual outreach/engagement plan. Through this plan, the Contractor will assist the EJAC in reaching communities across California impacted by the work of DTSCs programs and activities to engage with the EJAC to develop environmental justice advice and recommendations for DTSC and BES. The Contractor will collaborate and provide strategic guidance to EJAC members and staff and be responsible for assisting the EJAC in executing the community engagement effort, community organizing, and public information activities in this plan.

i. The plan will include methods of outreach and key performance indicators (KPI), and other measures to determine the effectiveness of the engagement.

ii. Contractor will monitor plan progress and recommend changes if needed.

iii. After drafting the plan, Contractor may need to edit it based on input from reviewers which may include, but is not limited to, EJAC members and staff, DTSC, BES, and the public.

B. Task 1b: Outreach and Engagement Plan Execution

At the direction of the DTSC/EJAC Contract Manager, the Contractor shall produce and distribute outreach materials to inform and engage the public including website, email, social media, and physical documents based on the plan. The Contractor shall assess the needs of EJAC and community members to be able to provide appropriate outreach materials. Contractor will plan, organize, and execute the engagement meetings, events and other opportunities for community engagement required in the plan.

C. Task 2: Focused Engagement

As needed, the Contractor shall develop focused engagement for diverse communities that may have differing opinions and create space for underrepresented voices. By gathering and analyzing the needs of target communities, the Contractor will create documentation in language to reach these populations. This engagement strategy may include creating educational presentations, training materials, flyers, pamphlets, and other engagement material both digital and physical, as directed by DTSC/EJAC Contract Manager, with content based on needs of the community by using photographs, drawings, diagrams, animation, and charts to increase readers’ understanding drafted through a collaborative process with EJAC members and staff.

Contractor may need to visit DTSC project sites or surrounding communities to gather data and execute outreach events.

D. Tasks 3: Contact List

The Contractor shall develop and maintain a comprehensive list of members of the public for ongoing engagement.

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E. Task 4: Reporting

The Contractor shall conduct monthly status meetings to share findings, recommendations, and progress with DTSC/EJAC Contract Manager and members.

This shall include providing regular progress reports of activities and reports of engagement events including attendance, feedback, and other relevant details.

Additionally, the Contractor shall provide data gathering and management methods and techniques, as well as reporting methodology.

F. Task 5: Assessing DTSC Public Engagement

Within the first six months, or on an as needed basis as directed by the DTSC/EJAC Contract Manager, the Contractor shall assess DTSCs existing public engagement strategies and techniques and provide recommendations to EJAC members and staff.

G. Task 6: Environmental Justice Subject Matter Experts

The Contractor shall provide environmental justice subject matter experts (SMEs), as needed, for the implementation of the contract. These services may be subcontracted, and if so, should be subcontracted to a California certified small business, if possible. If the resumes for the SMEs were not provided with the bid, Contractor must submit resumes to the Contract Manager for approval before work is performed and they can be added through an amendment to the Contract. The Contractor shall collaborate productively with all SMEs within a team environment to develop appropriate content needed to facilitate the initiatives of the EJAC. The DTSC Contract Manager will provide direction on when SMEs are needed and will coordinate with Contractor on the work to be performed by the SMEs. Environmental justice SME costs cannot exceed $10,000.

7. Schedule of Deliverables

Task Deliverable Due Date

Task 1a – Outreach and Engagement Plan Development

Outreach and engagement plan with strategies and performance measures.

Ongoing/as needed

Task 1b – Outreach and Engagement Plan Execution

Outreach materials, meetings, events and other community engagement activities.

Ongoing/as needed

Task 2 – Focused Engagement Targeted engagement materials and activities for diverse and underrepresented communities.

Ongoing/as needed

Task 3 – Contact List Maintained public contact list for ongoing engagement.

Ongoing/as needed

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Task 4 – Reporting Monthly status meetings and reports on engagement activities, findings, feedback and progress.

Every month

Task 5 – Assessing and DTSC Public Engagement

Assessment of DTSC public engagement strategies with recommendations for improvement.

Ongoing/as needed

Task 6 – Environmental Justice Subject Matter Experts

Environmental justice SMEs supporting EJAC initiatives and contract implementation.

Ongoing/as needed

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EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

1. Invoicing and Payment

A. Contractor will be paid upon satisfactory completion of work and receipt of a proper and complete invoice from the Contractor. Contractor shall bill the State in arrears no more often than monthly for actual expenditures incurred in accordance with rates specified and by this reference made part hereof.

B. Invoices shall be submitted in duplicate: one (1) original hard copy on Contractor’s letterhead and one (1) copy in PDF format. The invoice shall include the Contract number, dates of service covered, and number of hours per task per employee.

Additional backup documentation may be requested by Contract Manager. Submit all invoices to:

Department of Toxic Substances Control Attn: Accounts Payable, 26-T5574 P. O. Box 806, Floor 21-B Sacramento, California 95812-0806

2. Budget Contingency Clause

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

B. If funding for any fiscal year is reduced or deleted by the Budget Act for purpose of this program, State shall have the option to either cancel this Contract with no liability occurring to State, or offer a Contract amendment to 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. An incomplete/disputed invoice will be returned to the Contractor per Government Code, Chapter 4.5, Section 927.6. Time specified for prompt payment in Government Code, Chapter 4.5, Section 927.4 commences upon submittal of a completed/undisputed invoice.

4. Budget

[final breakdown will be placed here following award of solicitation]

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EXHIBIT D

SPECIAL TERMS AND CONDITIONS

1. Accounting Requirements

Contractor shall establish an accounting system using generally acceptable accounting principles that will provide information for reports to the State and which will provide documentation for the fiscal activities of the organization. The accounting system must include adequate cost accounting procedures that will provide accurate costs for not only this Contract but also subcontracts, if any.

2. Contract Limits

Other than as specified herein, no document or communication passing between the parties shall be deemed a part of this Contract.

3. Approval of Work

Notwithstanding the Approval Clause in Exhibit C, General Terms and Conditions, (GTC) this Contract requires that all work performed shall be inspected, reviewed, and approved by the Contract Manager prior to payment. Payment for services is conditional upon Contractor’s conformance to the requirements of the Scope of Work, Exhibit A. The Department of Toxic Substances Control’s (DTSC) acceptance shall not be unreasonably withheld. If any service performed is deemed not acceptable, the Contract Manager or designee shall advise the Contractor in writing what areas are not acceptable.

4. Assignment of Rights, Delegation of Duties

Contractor shall not transfer by assignment, delegation, subcontract, or notation the performance or benefits of this Contract or any part thereof, except as provided herein, without the prior written approval of DTSC. DTSC’s consent to one or more assignments, delegations, or subcontracts hereunder shall not constitute a waiver or diminution of State’s absolute right to consent to each and every subsequent assignment or subcontract. Contractor may not, without prior written consent of DTSC, assign any other right.

5. Audit

Notwithstanding the Audit Clause in Exhibit C, GTC, DTSC adds the following:

Contractor shall comply with the above and be aware of the penalties for violations of fraud and for obstruction of investigation as set forth in PCC § 10115.10.

6. Brokerage or Contingent Fees

Contractor warrants by execution of this Contract, that no person or selling agency has been employed or retained to solicit or secure this Contract upon understanding or Contract for a commission, percentage, brokerage or contingent fee, except bona fide

Proposed Contract Page 18 of 33 employees or established commercial or selling agencies maintained by Contractor for the purpose of securing business.

For breach or violation of this warranty, the State shall, in addition to other remedies provided by law, have the right to terminate this Contract without liability, paying only for the work actually performed, or otherwise recover the full amount of such commission, brokerage or contingency fee.

7. Confidentiality

All data and information related to DTSC operations, which are designated confidential by DTSC or developed by the Contractor and deemed confidential by DTSC, shall be properly safeguarded and protected by the Contractor from unauthorized use and disclosure.

At a minimum, during non-working hours, DTSC paper and/or electronic documents, reference materials, or any materials related thereof shall be kept in a locked, secure place. All electronic data shall be password protected and secure at all times.

The Contractor and his/her employees are hereby considered agents only for confidential data purposes and will be liable under the State and Federal statutes for unauthorized disclosures.

The Contractor and all subcontractors shall immediately notify DTSC of any request from a third party for disclosure of any information relating to this Contract, including, but not limited to, subpoena, deposition proceedings, court order, or other legal action. Unless DTSC authorizes the disclosure of the information in writing, the Contractor shall use every means, to the maximum extent permitted by law and at no cost to the State, to protect the information from disclosure.

8. Conflict of Interest

The Contractor shall disclose any financial, business, or other relationship with DTSC that may have an impact upon the outcome of this Contract and/or any ensuing project to follow. The Contractor shall also list current clients who may have a financial interest in the outcome of this project. Contractor also complies with PCC, 10410 and 10411.

9. Contract Rates

Contract rates will be paid to the Contractor pursuant to Exhibit B of this Contract. These rates shall be in effect for the Contract term. DTSC and Contractor mutually agree and acknowledge that the budget as identified is for billing purposes and does not necessarily reflect actual amounts paid by Contractor to subcontractors or employees. This provision is intended for purposes of clarification only and does not relieve Contractor of responsibility for compliance with any other provision of this Contract.

10. Contractor Resource Levels, Standards

Contractor shall meet all the contractual requirements and responsibilities listed herein.

Contractor shall provide sufficient resources, including staff support, to fully execute all

Proposed Contract Page 19 of 33 responsibilities required by this Contract. Contractor further agrees that its performance of work and services under this Contract shall conform to professional standards.

During the course of this Contract, DTSC reserves the right to approve, in advance, in writing, any changes to be made by the Contractor as to the individuals for whom resumes were submitted.

DTSC’s review and approval will be made to ensure that individuals replacing key personnel shall have comparable technical knowledge, experience, and qualifications, in scope, breadth, and depth, to those staff originally accepted as part of this Contract. The review and approval will also be made to better ensure that individuals replacing staff in these key positions shall have the ability to develop cooperative and constructive working relationships in the performance of their duties. DTSC approval shall not be unreasonably withheld.

11. Copyrights and Ownership of Data

The State shall be the owner of all rights, title, and interest in, not limited to the copyright to, any and all data created, provided, or developed under this Contract, whether or not published or produced. The copyright to any and all data created, provided, or developed under this Contract belongs to the State from the moment of creation.

The State retains all rights to use, reproduce, distribute, or display any data created, provided, developed, or produced under this Contract and any derivative products based on Contract data, as well as all other rights, privileges, and remedies granted or reserved to a copyright owner under statutory and common-law copyright law. At any time the Contractor enters into an Contract with another party in order to perform the work required under this Contract, the Contractor shall require the Contract to include language granting the State the copyright for any data created, provided, developed, or produced under the Contract and ownership of any data not fixed in any tangible medium of expression. In addition, the Contractor shall require the other party to assign those rights to the State in a format prescribed by the State. For any data where the copyright is not granted to the State, the State shall retain a royalty-free, nonexclusive, and irrevocable license throughout the world to reproduce, to prepare derivative products, to distribute copies, to perform, to display, or otherwise use, duplicate, or dispose of such data in any manner for governmental purposes and to have or permit others to do so.

All data distributed under the terms of this Contract and any reproductions of data shall include a notice of copyright in a place that can be visually perceived at the direction of DTSC. This notice shall be placed prominently on data and set apart from other matter on the page or medium where it appears. The notice shall state “Copyright” or “©”, the year in which the work was created, and “DTSC”. When space does not permit, and with advance approval of DTSC’s Contract Manager or his/her designee, “Department of Toxic Substances Control” may be abbreviated “DTSC”.

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12. Dispute

In addition to Exhibit C, Section 6:

Except as otherwise provided, if the Contractor disputes a decision of the DTSC Contract Manager regarding the performance under the Contract or other issue for which the DTSC Contract Manager is authorized by the Contract to make a binding decision, the Contractor shall provide written dispute notice to the DTSC Contract Manager within fifteen (15) calendar days after the date of receipt of the decision of the DTSC Contract Manager.

The written dispute notice required shall contain the following information: 1) the decision under dispute; 2) the reason the Contractor believes the decision of the DTSC Contract Manager is in error; 3) identification of all documents and substance of all oral communication which support the Contractor’s position; and 4) the dollar amount in dispute (if known).

The DTSC Contract Manager shall issue a dispute decision, in writing, within sixty (60) calendar days of receipt of the dispute notice. A copy of this decision shall be sent to the Contractor by email and by certified mail, Return Receipt Requested, or by any other method which provides evidence of receipt.

The decision of the DTSC Contract Manager shall contain the following information: 1) a description of the dispute; 2) a reference to pertinent Contract provisions; 3) a statement of the factual areas of agreement or disagreement; and 4) a statement of the DTSC Contract Manager’s decision with supporting rationale.

The decision of the DTSC Contract Manager shall be final unless within fifteen (15) calendar days from the date of receipt of the DTSC Contract Manager’s decision, the Contractor files a notice of appeal addressed to the Deputy Director, Office of Environmental Equity, Department of Toxic Substances Control, 1001 I Street, PO Box 806, Sacramento, California 95812-0806 with a copy to the DTSC Contract Manager by email. The notice shall contain the original submission to the DTSC Contract Manager, along with any additional arguments related to the decision issued by the DTSC Contract Manager. The Deputy Director shall issue a decision on the matter within sixty (60) days, unless the Deputy Director requires additional time, and the Contractor is notified in writing that the decision will be issued within ninety (90) days. If no decision is issued within this timeframe, the appeal shall be deemed denied. The decision of the Deputy Director shall be final.

During the pendency of any dispute, the Contractor shall diligently continue with all responsibilities under the Contract.

13. Entire Contract

This Contract supersedes all prior Contracts; oral or written, made with respect to the services provided herein.

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14. Excise Tax

The State of California is exempt from Federal excise taxes and no payment will be made for any taxes levied on employees’ wages. The State will pay for any applicable State of California or local sales or use taxes on the services rendered or equipment or parts supplied pursuant to this Contract. California may pay any applicable sales and use tax imposed by another state.

15. Health and Safety Responsibility

Contractor shall be solely responsible for the health and safety protection of its employees.

16. Insurance Requirements

A. General Requirements

1. When the Contractor submits to DTSC a copy of this Contract signed by the Contractor, the Contractor shall simultaneously furnish to DTSC certificates of insurance for the Contractor, and any Subcontractor, as required, meeting all the requirements in this section. DTSC will not provide for nor compensate the Contractor for any insurance premiums or costs for any type or amount of insurance. Contractor is responsible for any deductible or self-insurance retention contained within their insurance program. In the event that Contractor, or any Subcontractor, 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 for cause upon the occurrence of such event.

2. All insurance companies must carry a rating acceptable to DTSC, and the Department of General Services’ Office of Risk and Insurance Management (ORIM), if ORIM approval is required. If the Contractor is self-insured for a portion or all of its insurance, review and approval of financial information including a letter of credit may be required.

3. All required insurance in this Contract shall be primary, and not excess or contributory, to any other insurance carried by the State. Coverage must be in force for the complete term of the contract, including any amendments. If any insurance expires during the term of the contract, a new certificate must be provided to the DTSC Contract Manager at least ten (10) days prior to the expiration of the insurance. Any new insurance must comply with the requirements of this section.

4. Contractor agrees to notify the DTSC Contract Manager in writing within five (5) business days before the effective date of any cancellation, non-renewal, or material change that affects the required insurance coverage. If any Subcontractor insurance is provided to meet this requirement, Contractor agrees to require Subcontractor to notify the Contractor and the DTSC Contract Manager in writing within five (5) business days before the effective date of any cancellation, non-renewal, or material change that affects the required insurance coverage.

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5. If Contractor uses any Subcontractors to complete performance of this Contract, Contractor shall include all Subcontractors as insureds under Contractor’s insurance or supply evidence of insurance equal to the policies, coverages and limits required of Contractor in this Contract.

6. New certificates of insurance are subject to the approval of DTSC, and if approval is required, ORIM. Contractor agrees that no work or services shall be performed prior to the giving of such approval.

7. Any required endorsements must be physically attached to all requested certificates of insurance and not substituted by referring to such coverage on the certificate of insurance. Inadequate or lack of insurance does not negate the Contractor’s obligations under the Contract. All insurance required by this Contract must allow DTSC to pay and/or act as the Contractor’s agent in satisfying any self-insured retention. The choice to pay and/or act as the Contractor’s agent in satisfying any self-insured retention is at the State’s discretion. All coverage and limits available to the Contractor shall also be available and applicable to the State.

B. Required Insurance

Contractor must maintain the following types of policies, in the amounts and pursuant to the terms specified below.

1. Commercial General Liability

Contractor shall maintain general liability on an occurrence form with limits not less than $1,000,000.00 per occurrence and $1,000,000.00 aggregate for bodily injury and property damage liability. The policy shall include coverage for liabilities arising out of premises, operations, independent contractors, products, completed operations, personal and advertising injury, and liability assumed under an insured Agreement. This insurance shall apply separately to each insured against which claim is made, or suit is brought subject to the Contractor's limit of liability. The policy must name The State of California, its officers, agents, and employees as additional insured, but only with respect to work performed under the contract.

2. Automobile Liability

Contractor shall maintain motor vehicle liability with limits not less than $1,000,000.00 combined single limit per accident. Such insurance shall cover liability arising out of a motor vehicle including owned, hired, and non-owned motor vehicles. The policy must name The State of California, its officers, agents, and employees as additional insured, but only with respect to work performed under the contract.

3. Workers' Compensation and Employer’s Liability

Contractor shall maintain statutory worker’s compensation and employer’s liability coverage for all its employees who will be engaged in the performance

Proposed Contract Page 23 of 33 of the Contract. In addition, employer’s liability limits of $1,000,000.00 are required. If applicable, contractor shall provide coverage for all its employees for any injuries or claims under the U.S. Longshoremen’s and Harbor Workers’ Compensation Act, the Jones Act or under laws, regulations, or statutes applicable to maritime employees. By signing this Contract, Contractor acknowledges compliance with these regulations. A Waiver of Subrogation or Right to Recover endorsement in favor of the State of California must be attached to certificate.

17. Licenses

The Contractor shall be an individual or firm licensed to do business in California and shall obtain at his/her expense all license(s) required by law for accomplishing any work required in connection with this Contract.

In the event any license(s) expires at any time during the term of this Contract, Contractor agrees to provide agency a copy of the renewed license(s) within 30 days following the expiration date. In the event the Contractor fails to keep in effect at all times all required license(s), DTSC may, in addition to any other remedies it may have, terminate this Contract upon occurrence of such event.

18. News Releases and Publicity

The Contractor shall not issue any news releases or make any statement to the news media regarding the operational procedures of this Contract, the meetings or decisions related to this Contract, or to the status of work related to this Contract without prior written approval of DTSC.

19. Potential Subcontractors

Nothing contained in this Contract or otherwise, shall create any contractual relation between the State and any subcontractors, and no subcontractor shall relieve the Contractor of his responsibilities and obligations hereunder. The Contractor agrees to be as fully responsible to the State for the acts and omissions of its subcontractors and of persons either directly 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 subcontractors is an independent obligation from the State’s obligation to make payments to the Contractor. As a result, the State shall have no obligation to pay or to enforce the payment of any moneys to any subcontractor.

20. Release of Claims

The acceptance by the Contractor of final payment shall be and shall operate as a release to the State of all claims and all liability to the Contractor for everything done or furnished in connection with this Contract and for every act and neglect of the State and others relating to or arising out of this Contract.

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21. Release of Data

The Contractor shall not release or disclose any work products created, produced, or developed pursuant to this Contract to any person, except to Contractor personnel, attorneys, prospective vendors, Contractor’s law firms, and other companies or individuals who are necessary for, and are to be directly involved in, the development, production, distribution of the data. Data include, but are not limited to drafts or works in progress. The Contractor shall employ reasonable procedures to protect these data from unauthorized use and disclosure. The State retains the right to approve any procedures employed by the Contractor to comply with this provision.

The Contractor shall not release or disclose to other persons any work/data created, produced, or developed pursuant to this Contract, including but not limited to, drafts prior to DTSC approval of the final work product. The State retains the right to approve any procedures employed by the Contractor to comply with this provision.

22. Responsibilities Upon Termination

After receipt of notification of termination of this Contract, and except as otherwise specified by the State, the Contractor shall stop work under this Contract on the date specified in the written notice of termination. In compliance with GC 11010.5(a), the Contractor shall do all of the following:

a) Place no further orders for materials, services, or facilities except as may be necessary for completion of such portion of the work under this Contract that is not terminated.

b) Assign to the State, effective on the date of termination, in the manner, and to the extent specified by the State, all of the rights, titles, and interests for the Contractor under the orders in which case the State has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and reduce any settlement amount determined by the amount paid for such orders.

c) Settle all outstanding liabilities and all claims arising out of such termination of orders and with the approval or ratification of the State to the extent the State may require. The State’s approval or ratification shall be final for the purposes of this section.

d) Upon effective date of termination of the Contract and the payment by the State of all items properly chargeable to the State hereunder, Contractor shall transfer, assign, and make available to the State all property and materials belonging to the State, all rights and claims to any and all reservations.

e) Take such action as may be necessary, or as the State may specify, to protect and preserve any property related to this Contract which is in the possession of the Contractor and in which the State has or may acquire an interest.

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23. Rights to Data

Notwithstanding any other provision of this Contract or its Exhibits, Contractor and DTSC understand and agree that the provision entitled “Copyrights and Ownership of Data” governs all ownership right to data files and databases.

24. Severability

Should any provision of this Contract be declared or found to be illegal, unenforceable, ineffective, or void, then each party shall be relieved of any obligations arising in such provision. All other provisions of this Contract shall remain in effect.

25. Substitution of Subcontractors

The Contractor must use the DVBE subcontractors and/or suppliers proposed to the State unless a substitution is requested. The Contractor must request the substitution in writing to DTSC and DTSC must approve the substitution in writing prior to commencement of any work by the proposed subcontractor/supplier. At a minimum, the substitution must include: a) a written description of the business enterprise to be substituted, including the DVBE certification status of the firm or if a non-DVBE subcontractor, the reason for this action; and b) a written notice detailing a clearly defined portion of the work identified both as a task and as a percentage share/dollar amount of the overall Contract that the substituted firm will perform.

26. Termination for Convenience

Notwithstanding GTC termination clause the DTSC adds the following:

DTSC may terminate performance of work under this Contract in whole or, from time to time, in part, whenever DTSC in its discretion determines that such termination is in the best interests of the State. DTSC shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the effective date thereof.

After receipt of a Notice of Termination, and except as directed by DTSC, the Contractor shall proceed with the following obligations, which shall apply immediately regardless of any delay in determining any payments due to the Contractor under this section. The Contractor shall: Stop work as specified in the Notice of Termination. Place no further subcontracts for materials, services, or facilities, except as necessary to complete the continued portion of this Contract.

Terminate all subcontracts to the extent they relate to the work terminated. Transfer title and make delivery to DTSC of all articles, materials, work in process, and other things held or acquired by Contractor in connection with the terminated portion of this Contract.

Resolve all outstanding liabilities arising from the termination of subcontracts and supplier Contracts. The resolution of such liabilities shall be subject to DTSC approval or ratification.

Upon receipt of Notice of Termination, Contractor shall be paid, at the rates specified in this Contract, for work performed and expenses incurred prior to the effective date of the Notice of Termination for Convenience and accepted by DTSC that could not by

Proposed Contract Page 26 of 33 reasonable efforts of the Contractor have been avoided. In no event shall payment for these services and expenses exceed the maximum amount payable under this Contract.

27. Termination for Default

State may terminate performance of work under this contract in whole, or in part, whenever Contractor or its subcontractors shall default in performance of this Contract and shall fail to cure such default within a period of ten (10) days (or such longer period as the Contract Manager may allow) after receipt from the Contract Manager of a written notice specifying the default. Such termination shall be referred to herein as “Termination for Default”.

If after notice of termination of this contract for default, it is determined by State or a court that Contractor was not in default or that Contractor’s failure to perform or make progress in performance was due to causes beyond the control or was not caused by the error or negligence of Contractor, or any subcontractor, the notice of termination shall be deemed to have been issued as a termination for the convenience of State, and the rights and obligations of the parties shall be governed accordingly.

In the event State terminates this contract in full or in part as provided in this Termination for Default provision, State may procure, upon such terms and in such manner as the Contract Manager deems appropriate, supplies or services similar to those affected by the termination, and Contractor shall be liable to State for any excess costs reasonably incurred for such similar supplies or services. Contractor shall also be liable for excess administrative costs, if the failure to perform arises out of an intentional act or negligence of Contractor or its subcontractors. Contractor’s refusal to accept or perform work assigned under the terms of this contract shall be deemed an intentional act in default of this Contract.

28. Travel and Subsistence Payments

Reimbursemen…