HomeMy WebLinkAboutC-3460(Y) - Standard Agreement P0380039 (for Marine Studies Center)�- 'S—ATE CF CALIFORNIA
S :. AVDARD AGREEMENT
Q STD 213 (Rev 09/01)
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1. This Agreement is entered into between the State Agency and the Contractor named below:
v STATE AGENCY'S NAME
Department of Fish and Game
CONTRACTOR'S NAME
City of Newport Beach
2. The term of this
Agreement is: April 1, 2004 through April 1, 2006
AGREEMENT NUMBER
P0380039
3. The maximum amount $ 615,400.00
of this Agreement is: Six hundred fifteen thousand four hundred dollars and no 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.
Exhibit A — Scope of Work 2 pages
Exhibit B — Budget Detail and Payment Provisions 3 pages
* Exhibit C — General Terms and Conditions GTC 304
Exhibit D — DFG Additional Provisions 7 pages
Exhibit E - Federal Provisions 3 pages
Items shown with an Asterisk ('), are hereby incorporated by reference and made part of this agreement as if attached hereto
These documents can be viewed at http://www ols dos ca pov/Standard+Language/default htm
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.
CONTRACTOR California Department of General
Services Use Only
CONTRACTOR'S NAME (if other than an individual, state whether corporation, partnership, etc.)
City of Newport Beach 4v��
BY (Authoriz Si na re) DATE SIGNED(Do not type)
,� p
PRINTED NAME AND TITLE OF ERSON SIGNING APPPr)0
ADDRESS
3300 Newport Boulevard, P.O. Box 1768
Newport Beach, CA 92658-8915
STATE OF CALIFORNIA
AGENCY NAME
Department of Fish and Game
BY (Au
t z gnatu ) DATE $JGNED(Do not type)
.� "r, 1 ' /16[0 . `
PRINTED NAME AND TITLE OF PERSON SIGNING
Renee Renwick, Deputy Director, Administration
ADDRESS
1416 9th Street
Sacramento, CA 95814
E!XF H T B 7141, 1-7 B
JUL 2 0 2W4
DEPT OF GENERAL SERVICES
Exempt per:
City of Newport Beach
P0380039
Page 1 of 3
HiBIT A — SCOPE OF WORK
(DFG EXA 04/03)
1. The Contractor agrees to provide the State Department of Fish and Game (DFG) construction work as
described herein:
The Contractor is responsible for construction of a Back Bay Science Center (BBSC) and site
improvements to support environmental conservation and education, and water quality improvements
at Shellmaker Island, Upper Newport Bay Ecological Reserve.
2. These services shall be performed at Shellmaker Island, Upper Newport Bay Ecological Reserve, in
Orange County, California.
3. The Contractor shall perform services on an "as needed" basis as determined by the Contract
Manager.
4. The Project Officials during the term of this agreement will be:
DFG Contract Managers
Name:
Ms. Karl Lewis
Name:
Ms. Terri Stewart
Title:
Senior Wildlife Biologist
Title:
Senior Biologist Supervisor
Address:
Department of Fish and Game
Address:
Department of Fish and Game
Lands & Facilities Branch
South Coast Region
1812 Ninth Street
4949 Viewridge Avenue
Sacramento, CA 95814
San Diego, CA 92123
Phone:
(916) 445 -3789
Phone:
(858) 467 -4209
Fax:
(916) 445 -4058
Fax:
(858) 467 -4235
E -mail:
KLewis@dfg,ca.gov
E -mail:
TStewart@dfg.ca.gov
City's Contract Manager
Name:
Mr. Lloyd Dalton
Title:
Engineer
Address:
City of Newport Beach
3300 Newport Boulevard, P.O. Box 1768
Newport Beach, CA 92658 -8915
Phone:
(949) 644 -3328
Fax:
(949) 644 -3308
E -mail:
Idalton @ city. newport- beach.ca. us
5. Scope of Work
A. Background and Objectives
The Back Bay Science Center (BBSC) is a cooperative project undertaken by DFG, the City and
The County of Orange (each a party and together, the Parties). The Parties entered into a
Memorandum of Understanding on August 2, 2002, defining the project and formalizing their
commitment to establishment of the BBSC (then known as the Marine Studies Center).
The City, under contract #P0180115 with DFG and with contributions of City funds, has prepared
plans and specifications for construction of the BBSC and site improvements. The Parties have
entered into a Cooperative Agreement for the planning, funding and construction of the BBSC.
The Cooperative Agreement documents the intentions of the parties, including, but not limited to
funding commitments and phasing of construction and site improvements for the BBSC.
• City of Newport Beach
P0380039
Page 2 of 3
EXHIBIT A — SCOPE OF WORK (Continued)
(DFG EXA 04103)
DFG contributions of funding for the project are from a Wildlife Conservation and Restoration
Grant Program (WCRP) administered by the U.S. Fish and Wildlife Service. Due to requirements
of the WCRP, planning and construction elements of the project are funded with separate and
sequential interagency agreements.
B. Work to be Performed
All construction and site improvements, and actions needed to undertake them are subject to the
approval of DFG.
If inadequate funding exists to construct the entire BBSC and site improvements as defined in the
final plans and specifications approved by DFG, work shall proceed in accordance with the
phasing plan documented in the Cooperative Agreement. Prior to the initiation of work under this
agreement, the City shall verify with the DFG Contract Managers that adequate funds are
available to complete at least Phase I of the project as defined in the Cooperative Agreement.
The BBSC and related site improvements shall be constructed in accordance with final plans and
specifications approved by DFG, a Final Initial Study and Negative Declaration for BBSC dated
September 23, 2003, and the Cooperative Agreement between the Parties.
The City shall retain a project manager to oversee and manage the construction of the BBSC and
related site improvements at Shellmaker Island. The City shall employ the project manager 30
days prior to commencement of construction.
The City shall construct a Teaching Lab and Storage Wing, and implement site improvements in
accordance with final plans and specifications approved by DFG. Work performed under this
agreement will yield no less than a completed Teaching Lab, Storage Wing and necessary site
improvements.
The City shall perform the work necessary to conduct surveys, change orders, requests for
information, inspections, permitting, preparation of as built plans and to obtain approvals of plans,
specifications and drawings.
The City shall obtain written or signed approvals from DFG South Coast Region staff on design or
construction amendments which alter the function of any aspect of the BBSC or the site as
defined in the final approved plans and specifications of the BBSC. DFG staff authorized to
approve such amendments are Ms. Terri Stewart and Mr. John Scholl. In the event neither
Ms. Stewart nor Mr. Scholl is available, Ms. Kari Lewis is also authorized to approve such
amendments.
The City shall meet with DFG Contract Managers upon execution of this contract and as
necessary throughout the term of the contract.
C. Schedule of Completion Dates
Estimated
Activi Completion Date
Approve Building Plans April 5, 2004
Obtain Building Permits April 14, 2004
Submit Plans to Coastal Commission April 15, 2004
11
= "HiSiT A — SCOPE OF WORK (Continued)
i7FG EXA 04103)
Activi
Request for Bids
Bids Due and Opened
Award Construction Contract
Notify Contractor of Approval to Proceed
Begin Construction
Complete Construction
D. Reports
• City of Newport Beach
P0380039
Page 3 of 3
Estimated
Completion Date
April 30, 2004
June1,2004
June 22, 2004
July 30, 2004
August 1, 2004
April 1, 2006
The City shall submit monthly progress reports to DFG Contract Managers outlining the activities
performed under this contract and raising any issues needing resolution.
0 0
EXHIBIT B — BUDGET DETAIL AND PAYMENT PROVISIONS
(DFG EXB 05/03)
1. Invoicing and Payment
A. For construction services satisfactorily rendered, and upon receipt and approval of the
invoices, the State agrees to compensate the Contractor for actual expenditures
incurred in accordance with the rates specified herein. Invoices shall be
submitted to :
Contract Manager. Katherine Sirk
Region /Division: LFB /Engineering
Address: 1812 9 Street, Ste. 100, Sacramento, Ca 95814
B. The original and one (1) approved copy of the invoice will be forwarded to the
Department of Fish and Game's Accounting Claims Section by the Contract Manager.
Payment of any invoice will be made only after receipt of a complete, adequately
supported, properly documented and accurately addressed invoice. Failure to use the
address exactly as provided above, may result in the return of the invoice to the
Contractor. All invoices must be approved by the Contract Manager.
C. The Contractor may request monthly payments in the amount of ninety percent (90 %)
of the overall percentage of task completion and material in place. Final payment
including previous amounts withheld may be requested within thirty (30) days after
completion of the work and its acceptance by the State.
D. The invoice shall contain the following information:
1. The word "Invoice" should appear 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 Region /Division of the Department of Fish and Game being
billed;
5. The date of the invoice and the time period covered;
6. The number of the agreement upon which the claim is based, and,
7. An itemized account of the services for which the Department of Fish and
Game 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
0 0
EXHIBIT B — BUDGET DETAIL AND PAYMENT PROVISIONS (Continued)
(DFG EXB 05103)
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 shall include all costs incurred by the Contractor under the terms of
this agreement; and
e. The original signature of the Contractor (not required of established firms
or entities using preprinted letterhead invoices
2. 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.
3. Budget Flexibility
Subject to the prior review and approval of the Contract Manager, line item shifts of up to
$25,000 or ten percent of the annual contract total, whichever is less, may be made up to a
cumulative maximum of $50,000 per fiscal year. Line item shifts may be proposed /requested
by either the State or the Contractor in writing and must not increase or decrease the total
contract amount allocated per fiscal year.
• City of Newport Beach
P0380039
Page 3 of 3
EXHIBIT B — BUDGET DETAIL & PAYMENT PROVISIONS (Continued)
(DFG EXB 05103)
Budget Detail
Item
Number
Approximate
Quantity
Items of Work Description
Unit
Price
Item
Total
............................... $ 470,600
Countyof Orange ...............................................................
Construct a Back Bay Science Center (BBSC) in
UCIrvine ..........................................................................
............................... $ 30,000
Partnership Fundraising .......................................................
............................... $ 952.000
accordance with this agreement consisting of no
............................... 3.410 DDO
less than a completed Teaching Lab, Storage Wing
and related site improvements.. Retain a project
manager to oversee and manage construction.
1
1 Job
Perform all work necessary to conduct surveys,
Flat Fee
$615,400
change orders, requests for information,
inspections, permitting, preparation of as built plans
and to obtain approvals of plans, specifications and
drawings. Meet with Contract Managers as
needed.
TOTAL
$615,400
Partnership Contributions Summary:
DFG...................................................................................
............................... $ 615,400
DFG /American Trader .........................................................
............................... $ 112,000
City of Newport ..................................................................
............................... $ 470,600
Countyof Orange ...............................................................
............................... $1,230,000
UCIrvine ..........................................................................
............................... $ 30,000
Partnership Fundraising .......................................................
............................... $ 952.000
TOTAL.............................................................................
............................... 3.410 DDO
Cost Estimate for Completion of all Phases of the Back Bay Science Center
Using DFG Funding and Partnership Contributions
ITEM
Construction:
AMOUNT
Water Quality Lab, Restrooms and Storage .................... ..............................$ 1,256,000
TeachingLab ........................................................... ..............................$ 477,000
Administrative Offices ................................................ ..............................$ 510,000
SiteWork ................................................................ ..............................$ 949,000
Construction Management and Inspection ............................... ............................... $ 193,000
Relocate Existing DFG Modular Units ...................................... ..............................$ 25,000
TOTAL ....................$ 3,410,000
Total Cost to DFG ............................................................. ..............................$ 615,400
EXHIBIT D — DFG ADDITIONAL PROVISIONS Page 1 of 7
(DFG -AP Rev. 04/04)
1. 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 Agreement. California may pay any applicable sales and use tax imposed by
another state.
2. AVAILABILITY OF FUNDS: Work to be performed under this agreement is subject to availability
of funds through the State's normal budget process.
3. LICENSES AND PERMITS: The Contractor shall be an individual or firm licensed to do business
in California and shall obtain at his /her expense all license(s) and permit(s) required by law for
accomplishing any work required in connection with this contract.
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/letter 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 the Department
of Fish and Game 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 license(s) and/or permit(s) expire at any time during the term of this contract.
Contractor agrees to provide the Department of Fish and Game a copy of the renewed license(s)
and /or permit(s) within 30 days following the expiration date. In the event that the Contractor fails
to keep in effect at all times all required license(s) and permit(s), the State may, in addition to any
other remedies it may have, terminate this contract upon occurrence of such event.
4. 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 shall 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, nonexclusive and irrevocable
license to reproduce, publish and use such work, or any part thereof, and to authorize others to
do so.
5. 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
shall be decided by the following two -step procedure.
The Contractor must provide written notice of the particulars of such disputes to the Contract
Manager or his/her duly appointed representative. The Contract Manager must respond in writing
within ten (10) working days of receipt of the written notice of dispute. Should the Contractor
disagree with the Contract Manager's decision, the Contractor may appeal to the second level.
Pending the decision on appeal, the Contractor shall proceed diligently with the performance of
this agreement in accordance with the Contract Manager's decision.
The second level appeal must indicate why the Contract Manager's decision is unacceptable,
attaching it to the Contractor's original statement of the dispute which supporting documents,
along with a copy of the Contract Manager's response. This letter shall be sent to the
Department of Fish and Game, Deputy Director, or his /her duly appointed representative. The
second level appeal must be filed within fifteen (15) working days upon receipt of the Contract
Manager's decision. Failure to submit an appeal within the period specified shall constitute a
waiver of all such rights to an adjustment of this agreement. The Deputy Director or designee
shall meet with the Contractor to review the issues raised. A written decision signed by the
Deputy Director or designee shall be returned to the Contractor within fifteen (15) working days of
the receipt of the appeal. The decision of the Deputy Director or his/her designee will be final.
•
EXHIBIT D — DFG ADDITIONAL PROVISIONS (Continued) Page 2 of 7
(DFG -AP Rev. 04/04)
6. PROPERTY ACQUISITIONS: Property, as used in this section, shall include:
a. Equipment — Tangible property (including furniture) with a unit cost of $500.00 or more
and a useful life of four (4) years or more. Actual cost includes the purchase price plus
all costs to acquire, install and prepare the equipment for its intended use.
b. Furniture — Standard office furnishings including desks, chairs, bookcases, credenzas,
tables, etc.
c. Portable Assets — Items considered "highly desirable" because of their portability and
value; e.g., calculators, typewriters, Dictaphones, cameras and microscopes.
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"
(Budget Detail and Payment Provisions). Any property purchased by the Contractor with funds
provided under this Agreement shall be the property of the State during the customary
depreciable life thereof. The Contractor shall promptly report any such purchase to the Contract
Manager and to the State's Property Officer (Property Officer). Should this Agreement be
terminated for any reason, or upon expiration and failure to negotiate hereof, all such property
shall be returned to the State within the timeframe negotiated between the Contractor and the
State.
Prior written authorization by the Contract Manager shall be required before the Contractor will be
reimbursed for any property purchases not specified in the Budget. The Contractor shall provide
to the Contract Manager all particulars regarding the necessity for such property and the
reasonableness of the cost.
Before property purchases made by the Contractor are reimbursed by the State, the Contractor
shall submit paid vendor receipts identifying the Agreement number, purchase price, description
of the item, serial number, model number, and location including street address where property
will be used during the term of this Agreement. Said paid receipts shall be attached to
Contractor's invoices.
The Contractor shall 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 copy to the Contract Manager and one copy to the Property Officer. A
copy must be retained by the Contractor.
The State 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.
All property shall be tagged after acquisition by the Contractor in accordance with instructions
provided. The purpose of tagging assets is to designate the assets as belonging to the State.
Whenever property is lost, stolen, or destroyed, the Contractor shall 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 Contract Manager
and prepare a Property Survey Report. In the case of stolen property, the Contractor shall also
complete a CHIP Report of Crime on State Property form (Std. 99), obtain a copy of the law
enforcement agency's report and submit these to the Contract Manager. The Contractor shall
adjust their property records and retain a copy of the Property Survey Report as documentation.
EXHIBIT D — DFG ADDITIONAL PROVISIONS (Continued) Page 3 of 7
(DFG -AP Rev. 04/04)
Losses of State property due to fraud or embezzlement shall be reported in the same manner as
described above. The Contractor shall be charged with any loss and damages to State property
due to the Contractor's negligence.
Contractor shall, 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.
Upon termination, expiration or failure to negotiate renewal of this Agreement, all property
purchased with Agreement funds shall promptly be returned to the State. The Contractor shall
prepare an Inventory of State Furnished Property report and submit to the State and shall at that
time query the 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 shall be at
State expense in accordance with instructions from the Contract Manager to be issued
immediately after receipt of the final inventory.
State policies and procedures applicable to procurement with nonfederal funds shall apply to
procurement by Contractor under this Agreement provided that procurements conform to
applicable State law and the standards identified in this section. These include but are not limited
to statutes applicable to State agencies, statutes applicable to State college and university public
works projects, the California Constitution governing University of California contracting, the State
Administrative Manual (SAM), statutes.applicable to specific local agencies, applicable city and
county charters and implementing ordinances including policies and procedures incorporated in
local government manuals or operating memoranda.
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
Agreement shall be paid by the Contractor to the State, to the extent that they are properly
allocable to costs for which the Contractor has been reimbursed by the State under this
Agreement.
8. CONFIDENTIALITY OF DATA: All financial, personal, technical, and other data and information
relating to the California State Department of Fish and Game operations which are designated
confidential by the California State Department of Fish and Game and made available to the
Contractor in order to carry out this Agreement, or which becomes available to the Contractor in
carrying out this Agreement, shall be protected by the Contractor for the protection of the
Contractor's data and information are deemed by the California State Department of Fish and
Game's confidential information, such methods and procedures may be used, with written
consent of the California State Department of Fish and Game, to carry out the intent of this
paragraph. The Contractor shall not be required under the provisions of this paragraph to keep
confidential any data or information which is or becomes publicly available, is already rightfully in
the Contractor's possession, is independently developed by the contractor outside the scope of
this Agreement or is rightfully obtained from third parties.
9. RIGHT TO TERMINATE: The State 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" shall
mean that the Contractor fails to meet the terms, conditions, and /or responsibilities of the
contract. In this instance, the contract termination shall be effective as of the date indicated on
the State's notification to the Contractor.
The Contractor shall not incur any new obligations beyond the date of termination and shall
cancel all outstanding obligations relating to this contract. The State shall reimburse the
Contractor for any reasonable non - cancelable project costs properly incurred by the Contractor
prior to termination date.
0 0
EXHIBIT D — DFG ADDITIONAL PROVISIONS (Continued) Page 4 of 7
(DFG -AP Rev. 04/04)
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, or in the event the Contractor is
unable to render service as a result of any action by any governmental authority.
10. DVBE PARTICIPATION AND REPORTING REQUIREMENTS: (when required) The
Contractor agrees to use the DVBE subcontractors or suppliers originally Identified by the
Contractor unless the Contractor requests substitution in writing beforehand to the Contract
Manager and the Contract Manager has approved such substitution. At a minimum, the request
must include:
a. A written explanation of the reason for the substitution; and
b. The identity of the person or firm substituted.
The request and the 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.
11. DISCLOSURE REQUIREMENTS: Any document or written report prepared in whole or in part
pursuant to this Agreement shall contain a disclosure statement indicating that the document or
written report was prepared through an Agreement with the State. The disclosure statement shall
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 shall 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 shall include in each of its subcontracts for work under this Agreement a provision
which incorporates the requirements stated within this Section.
12. USE OF SUBCONTRACTORS: If the Contractor desires to accomplish part of the services
through the use of one or more subcontractors then the following conditions must be met:
1) The Contractor shall submit any subcontracts to the State for prior approval;
2) The Agreement between the primary Contractor and the subcontractor must be in
writing;
3) 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 contract; and
4) Upon termination of any subcontract, the State shall be notified immediately in
writing.
Further, any subcontract in excess of $10,000 entered into as a result of this agreement shall
contain all applicable provisions stipulated in this agreement.
13. POTENTIAL SUBCONTRACTOR: Nothing contained in this Agreement or otherwise shall create
any contractual relation between the State and any subcontractors, and no subcontract shall
relieve the Contractor of its 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 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
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.
0 •
EXHIBIT D — DFG ADDITIONAL PROVISIONS (Continued) Page 5 of 7
(DFG -AP Rev. 04104)
14. TRAVEL AND PER DIEM: Contractor agrees that all travel and per diem paid its employees
under this Agreement shall be at rates not to exceed those amounts paid to the State's
represented employees under collective bargaining agreements currently in effect. No travel
outside the State of California shall be reimbursed unless prior written authorization is obtained
from the State.
15. NOVATION: If the Contractor proposes any novation Agreement, the State shall act upon the
proposal within 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 60 -day period, and confirmed in
writing within five days. No novation shall become operative or otherwise binding on the State
pursuant to this paragraph in the absence of a formal Agreement amendment which has been
approved in accordance with all applicable State policy, laws and procedures.
16. PRIORITY HIRING CONSIDERATIONS: (agreements over $200,000) The Contractor agrees to
give priority consideration in filling vacancies in positions funded by the agreement to qualified
recipients of aid under Welfare and Institutions Code Section 11200,
17. LIABILITY INSURANCE: (when required) When Contractor submits a signed contract to the
State, Contractor shall furnish to the State a certificate of insurance, stating that there is liability
insurance presently in effect for the Contractor of not less than $1,000,000 per occurrence for
bodily injury and property damage liability combined.
The certificate of insurance will include provisions a, b, and c, in their entirety:
a. That the insurer will not cancel the insured's coverage without 30 days prior
written notice to the State.
b. That the State of California, its officers, agents, employees, and servants are
included as additional insured, buy only insofar as the operations under this
contract are concerned.
c. That the State will not be responsible for any premiums or assessment on
the policy.
Contractor agrees that the bodily injury liability insurance herein provided for shall be in effect at
all times during the term of this contract. In the event said insurance coverage expires at any
time or times during the term of this contract, Contractor agrees to provide prior to said expiration
date, a new certificate of insurance evidencing insurance coverage as provided for herein for not
less than the remainder of the term of the contract, or for a period of not less than one year. New
certificates of insurance are subject to the approval of the Department of General Services, and
the Contractor agrees that no work or services shall be performed prior to the giving of such
approval. In the event that the Contractor fails to keep in effect at all times insurance coverage
as herein provided, the State may, in addition to any other remedies it may have, terminate this
contract upon occurrence of such event.
The Department of Fish and Game will not provide for nor compensate the Contractor for any
insurance premiums or costs for any type or amount of insurance.
The insurance required above shall cover all Contractor supplied personnel and equipment used
in the performance of this Agreement. If subcontractors performing work under this Agreement
do not have insurance equivalent to the above, Contractor liability shall provide such coverage for
the subcontractor, except for coverage for error, mistake, omissions, or malpractice, which shall
be provided by the subcontractor if such insurance is required by the State.
• . •
EXHIBIT D — DFG ADDITIONAL PROVISIONS (Continued) Page 6 of 7
(DFG -AP Rev. 04/04)
18. WORKER'S COMPENSATION INSURANCE: (when required) Contractor certifies and is aware
of the provisions of Section 3700 of the Labor Code which requires every employer to be insured
against liability for Workers' Compensation or to undertake self- insurance in accordance with the
provisions of that Code, and Contractor affirms to comply with such provisions before
commencing the performance of the work of this contract.
19. COMPUTER SOFTWARE: Contractor certifies that it has appropriate systems and controls in
place to ensure that state funds will not be used in the performance of this contract for the
acquisition, operation or maintenance of computer software in violation of copyright laws.
20. INSPECTION: The State, through any authorized representatives, has the right at all reasonable
times to inspect or otherwise evaluate the work performed or being performed hereunder
including subcontract supported activities and the premises in which it is being performed. If any
inspection or evaluation is made by the State of the premises of the Contractor or a
subcontractor, the Contractor shall provide and shall require his subcontractors to provide all
reasonable facilities and assistance for the safety and convenience of the State representatives in
the performance of their duties. All inspections and evaluations shall be performed in such a
manner as will not unduly delay the work.
21. FORCE MAJEURE: Neither party shall be liable to the other for any delay in or failure of
performance, nor shall any such delay in or failure of performance constitute default, if such delay
or failure is caused by "Force Majeure ". As used in this section, "Force Majure" is defined as
follows: Acts of war and acts of god such as earthquakes, floods, and other natural disasters
such that performance is impossible.
22. FORCED, CONVICT AND INDENTURED LABOR: No foreign -made equipment, materials, or
supplies furnished to the state pursuant to this contract may be produced in whole or in part by
forced labor, convict labor, or indentured labor. By submitting a bid to the State or accepting a
purchase order, the Contractor agrees to comply with this provision of the contract. This
requirement does not apply to public works contracts.
23. CONSULTANT — STAFF EXPENSES: The Contractor represents that it has or shall secure at its
own expense, all staff required to perform the services described in this Agreement. Such
personnel shall not be employees of or have any contractual relationship with the California State
Department of Fish and Game or any other governmental entity.
24. CONTRACTOR'S DUTIES OBLIGATIONS AND RIGHTS: The Contractor is hereby apprised
that California Public Contract Code sections 10355 through 10382 are applicable and relative to
the Contractor's duties, obligations, and rights in performing the agreement.
25. EVALUATION OF CONTRACTOR: (over $5,000) Performance of the Contractor under this
Agreement will be evaluated. The evaluation shall be prepared on a Contract/Contactor
Evaluation Sheet (Std. 4), and maintained in the Agreement file.
If Contractor did not satisfactorily perform the work or service, a copy of the negative evaluation
form will be submitted to the Contractor and the Department of General Services, Legal Division,
within fifteen (15) days of the completion of the evaluation. The Contractor will have thirty (30)
days to prepare and send statements defending its performance under the agreement. The
evaluation of the Contractor shall not be a public record.
EXHIBIT D — DFG ADDITIONAL PROVISIONS (Continued) Page 7 of 7
(DFG -AP Rev. 04/04)
26. PROGRESS REPORTS OR MEETINGS (when required): Contractor shall submit progress
reports or attend meetings with State personnel not more often than monthly to allow the State to
determine if the Contractor is on the right track, whether the project is on schedule, provide
communication to interim findings, and afford occasions for airing of difficulties or special
problems encountered so that remedies can be developed quickly. At the conclusion of this
agreement, Contractor shall hold a final meeting with the State during which Contractor shall
present his findings, conclusions, and recommendations.
27. Legal Contracts (only)
In accordance with (Public Contract Code Section (10353.5) the Contractor shall:
• Agree to adhere to legal cost and billing guidelines designed by the State Agency
• Adhere to litigation plans designated by the State Agency
• Adhere to case phasing of activities designated by the State Agency
• Submit and adhere to legal budgets as designated by the State Agency
• Maintain legal malpractice insurance in an amount not less than the amount designated
by the State Agency
• Submit to legal bill audits and law firm audits if requested by the State Agency. The
audits may be conducted by employees and designees of the State Agency or by any
legal cost control providers retained by the State Agency for this purpose.
• Submit to a legal cost and utilization review, as determined by the State Agency.
EXHIBIT E - DFG FEDERAOOVISIONS •
(DFG FP Revised 04/03)
1. Utilization of Small. Minority, and Women's Businesses: The Contractor agrees that affirmative steps will
be taken to assure that qualified small, minority, and women's businesses are used when possible as
sources of supplies, construction and services in the performance of grant assisted Agreements and
subcontracts. Affirmative steps taken shall include the following:
a. Include qualified small, minority, and women's businesses on solicitation lists;
b. Assuring that small, minority, and women's businesses are solicited whenever they are
potential sources;
C. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit
maximum participation of small, minority, and women's businesses;
d. Establishing delivery schedules, where the requirements of the work permit, which will encourage
participation by small, minority, and women's businesses;
e. Using the services and assistance of the Small Business Administration, the Minority Business
Development Agency of the U.S. Department of Commerce, and the State Office of Small Business
and DVBE Certification; and
f. If the Contractor awards subcontracts, requiring the subcontractor to take the affirmative steps in
paragraphs a. through e. of this Section.
2. Disclosure Requirements: Any document or written report prepared in whole or in part pursuant to this
Agreement shall contain a disclosure statement indicating that the document or written report was
prepared through Agreement with the State. The disclosure statement shall 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 shall 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.
Any documents which are published by the Contractor shall contain the following statement:
This project has been funded wholly or in part by the federal government . The contents of this
document do not necessarily reflect the views and policies of the federal government, the State, nor
does mention of trade names or commercial products constitute endorsement or recommendation
for use.
The Contractor shall include in each of its subcontracts for work under this Agreement a provision which
incorporates the requirements stated within this Section.
3. Privi : This Agreement is funded in whole or in part by a grant from the federal government. Neither the
United States nor any of its departments, agencies, or employees are, or will be, a party to this
Agreement or any lower tier subcontract nor to any solicitation or request for proposal.
4. Compliance with Federal Regulations: The Contractor understands that the State is obligated, in
accordance with its assistance Agreement with the federal government to comply with the provisions of
federal regulations contained in Title 40 CFR and any conditions in the grant Agreement and any
amendments thereto. In order to ensure that the State can meet these obligations, the Contractor
warrants, represents, and agrees that it and its subcontractors, employees, and representatives will
comply with (1) all applicable provisions of Title 40 CFR and (2) all general and special conditions
contained in the Agreement.
Page 1 of 3
EXHIBIT E - DFG FEDERA*OVISIONS (Continued)
(DFG FP Revised 04/03) 0
5. Copyrights: The Contractor agrees to and does hereby grant to the federal government a royalty -free,
nonexclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to
use, for Federal Government purposes:
The copyright in any work developed under this Agreement; and
2. Any rights of copyright which the Contractor purchases, in whole or in part, with funds provided by
this Agreement.
Standards for Financial Management System: The Contractor and all subcontractors shall maintain fiscal
control and accounting procedures which are sufficient to:
Permit preparation of reports required by 40 CFR Part 31 (including those required by 40 CFR Part
31.40 and 31.41) and statutes authorizing the grant.
2. Permit tracing of funds to a level of expenditures adequate to establish that such funds have not
been used in violation of the restrictions and prohibitions of applicable statutes.
A requirement to this effect shall be placed in all subcontracts related to performance of work under this
Agreement.
Applicable Cost Principles: The cost principles for this Agreement are applicable as set forth below:
OMB Circular A -87 for State, local or Indian tribal governments,
OMB Circular A -133 for Audits of States, Local Governments, and Non - Profit Organizations,
OMB Circular A -21 for Educational Institutions, or
48 CFR Part 31 for For - profit organizations.
Funds provided under this Agreement shall not be used for payment of salaries to individual consultants
retained by the Contractor or any subcontractors in excess of the rate for Level 4, Federal Executive
Schedule. The limit expressed herein does not include transportation and subsistence costs for
necessary travel for work required under this Agreement.
8. Contingent Funding: It is mutually understood between the parties that this Agreement may have been
written before ascertaining the availability of congressional appropriation of funds, for the mutual benefit
of both parties in order to avoid program and fiscal delays which would occur if the Agreement were
executed after that determination was made.
This Agreement is valid and enforceable only if sufficient funds are made available to the State by the
United States Government for the fiscal year(s) covered by this Agreement for the purposes of this
program. In addition, this Agreement is subject to any additional restrictions, limitations, or conditions
enacted by the Congress or any statute enacted by the Congress which may affect the provisions, terms,
or funding of this Agreement in any manner.
It is mutually agreed that if the Congress does not appropriate sufficient funds for the Agreement, the
Agreement shall be amended to reflect any reduction in funds. The State has the option to terminate the
Agreement under the termination clause or to amend the Agreement to reflect any reduction of funds.
Environmental Quality: (For Agreements in excess of $100,000) Contractor and subcontractors shall
comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air
Act (42 U.S.C.1857(h), Section 50B of the Clean Water Act (33 U.S.C. 1368) Executive Order 11738, and
federal regulations (4D CFR Part 15).
Contractor shall comply with mandatory standards and policies related to energy efficiency which are
contained in the state energy conservation plan issued in compliance with the Conservation Act (Pub.
L.94 -163).
Page 2 of 3
EXHIBIT E -DFG FEDERAIOOVISIONS (Continued)
(DFG FP Revised 04/03)
10. Recycled Pager: Contractor agrees to use recycled paper for all reports which are prepared as a part of
this Agreement and delivered to the State. This requirement does not apply to reports which are prepared
on forms supplied by the federal government. This requirement applies even when the cost of recycled
paper is higher than that of virgin paper.
11. Sinale Audit Act: To the extent applicable, the Contractor shall be subject to and shall comply with the
provisions and requirements of the Single Audit Act of 1984 (Pub. L. 98 -502) and implementing policies,
procedures and guidelines, including applicable circulars issued by the Federal Office of Management
and Budget.
12. Federal Assurances: It is further agreed that by signing this Agreement, the Contractor is subject to
Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title II of the
Americans with Disabilities Act of 1990, The Age Discrimination Act of 1975, Title IX of the Education
Amendments of 1972, and offers all persons the opportunity to participate in programs or activities
regardless of race, color, national origin, age, sex, or disability. Further, it is agreed that no individual will
be turned away from or otherwise denied access to or benefit from any program or activity that is directly
associated with a program of the Department of Fish and Game on the basis of race, color, national
origin, age, sex (in education activities) or disability.
13. Use of Subcontractors: If the Contractor desires to accomplish part of the services through the use of
one or more subcontractors, then the following conditions must be met:
a. The Contractor shall submit any subcontracts to the State for prior approval;
b. The Agreement between the primary Contractor and the subcontractor must be in writing;
c. The subcontract must include specific language which establishes the rights of the auditors of
the State to examine the records of the subcontractor relative to the services and materials
provided under the contract; and
d. Upon termination of any subcontract, the State shall be notified immediately in writing.
Further, any subcontract entered into as a result of this Agreement shall contain all applicable provisions
stipulated in this Agreement.
Page 3 of 3