1._Request_for_Quote_SPPD26006_v9.24.pdf

Governor Gavin Newsom

State of California Governor’s Office of Land Use and Climate

Innovation 1400 10th Street. Sacramento, California, 95814 info@lci.ca.gov | lci.ca.gov Director Sam Assefa

September 23, 2026

REQUEST FOR QUOTE

Certified Small Businesses

State Policy and Planning Division, CA Fifth Climate Change Assessment (Fifth Assessment)

Videography Services For the Resilient California

Summit

RFQ SPPD26006

The State Policy and Planning Division CA Fifth Climate Change Assessment (Fifth Assessment) is seeking quotes for RFQ SPPD26006 from Small Business Certified vendors regarding Videography services for the Resilient California Summit (Summit), taking place October 20-22, 2026, in Sacramento.

Attachments: The list of documents below are considered part of this solicitation and must be returned with the bid response, or the bid may be considered invalid and be rejected.

Proposed Agreement (Sample Agreement, Scope of Work) –Attached Conflict of Interest and Confidentiality Statement –Attached Contractor Cost Worksheet – Attached Vendor Questionnaire - Attached

The remainder of required documents are linked:

• Payee Data Record –STD 204

• Bidder Declaration –GSPD-05-105 (must sign the bottom of the document on pg. 1)

• Darfur Contracting Act Certification –DGSPD-1

• Disabled Veteran Business Enterprise Declarations –DGS PD 843

• Contractor Certification Clauses –CCC 04/2017

• California Civil Rights Act (If over $100k) –DGS OLS 04

In addition, a resume or curriculum vitae or biosketch is also required with your bid submission.

The following are incorporated by reference

• General Terms and Conditions (02/2025) –GTC 02/2025 mailto:info@lci.ca.gov https://www.dgs.ca.gov/pd/resources/scm/toc/19/19-01-4 https://www.dgs.ca.gov/pd/forms?page=2 https://www.dgs.ca.gov/pd/forms?search=&topicCategoryFilters=&audienceCategoryFilters=&sort=relevance&activeFilters=&page=3 https://www.dgs.ca.gov/PD/Forms?search=&topicCategoryFilters=&audienceCategoryFilters=&sort=relevance&activeFilters=&page=2 https://www.dgs.ca.gov/ols/resources/page-content/office-of-legal-services-resources-list-folder/standard-contract-language https://www.dgs.ca.gov/OLS/Forms https://www.dgs.ca.gov/ols/resources/page-content/office-of-legal-services-resources-list-folder/standard-contract-language

Selection and Award

The Contractor that provides a responsive and responsible quote offering the best value to the State. Best value is determination by the Department of priority factors including but not limited to cost, experience, and minimum qualifications.

Executive Order N-6-22 – Russia Sanctions

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. By submitting a bid or proposal, Contractor represents that it is not a target of Economic Sanctions. Should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for rejection of the Contractor’s bid/proposal any time prior to contract execution, or, if determined after contract execution, shall be grounds for termination by the State.

Generative Artificial Intelligence (GenAI) Disclosure Notification Clause

Executive Order (EO) N-12-23 signed by Governor Gavin Newsom on September 6, 2023, establishes statewide policy for the State’s use of Generative Artificial Intelligence (GenAI), such as those involving consequential decisions affecting access to essential goods and services.

GenAI is defined as follows:

“Generative Artificial Intelligence (GenAI): The class of AI models that emulate the structure and characteristics of input data in order to generate derived synthetic content. This can include images, videos, audio, text, and other digital content.”– State Administrative Manual (SAM), section 4819.2. 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.

Only electronic responses will be accepted. Please send your questions and responses electronically to Contracts@lci.ca.gov. Note on the email memo line: RFQ SPPD26006, [Contractor Name}

Due Date: RFQ Closing date Friday, October 9, 2026 at 5:00:00 PM PST ADDENDUM 1: Due Date: RFQ Closing date, Thursday, October 1, 2026 at 11:59 PM https://www.bing.com/ck/a?!&&p=d4c9870f6e6bc306JmltdHM9MTcxMDIwMTYwMCZpZ3VpZD0xODcwOGEwYi1jODE1LTZkOWQtMTc2Mi05OWRhYzk3ZjZjZTgmaW5zaWQ9NTIwMg&ptn=3&ver=2&hsh=3&fclid=18708a0b-c815-6d9d-1762-99dac97f6ce8&psq=Executive+Order+(EO)+N-12-23&u=a1aHR0cHM6Ly93d3cuZ292LmNhLmdvdi93cC1jb250ZW50L3VwbG9hZHMvMjAyMy8wOS9BSS1FTy1Oby4xMi1fLUdHTi1TaWduZWQucGRm&ntb=1 https://www.dgs.ca.gov/Resources/SAM/TOC/4800/4819-2 mailto:Contracts@lci.ca.gov Ame Tadeo Line

Videography Services For the Resilient California Summit

RFQ SPPD26006

Proposed Agreement (Sample Agreement, Scope of

Work)

Request for Quote: Videography Services

RFQ #: SPPD26006

EXHIBIT A – SCOPE OF WORK

A. Background The Governor’s Office of Land Use and Climate Innovation (LCI) is an office of the Executive Branch which serves as the State’s comprehensive planning agency, with statutory responsibilities for formulating long-range goals for land-use, environmental impact, climate change, policies, plans, and guidelines.

LCI, through its Integrated Climate Adaptation and Resiliency Program (ICARP), leads and coordinates statewide efforts to advance climate adaptation and resilience, including development and dissemination of climate science, data, tools, guidance, technical assistance, and other resources that support state agencies, local governments, Tribal governments, community-based organizations, and other partners in making climate-resilient decisions and investments. LCI's climate resilience work includes connecting the best available climate science and research to policy, planning, investment, and on-the-ground implementation.

The California Fifth Climate Change Assessment (Fifth Assessment) is a major statewide effort to provide the best available science and research regarding the impacts of climate change in California and to support decision-making and climate resilience throughout the State. The Fifth Assessment will provide information intended to inform state and local planning, policy, investment, and adaptation efforts.

The Resilient California Summit (Summit), taking place October 20–22, 2026, in Sacramento, will provide a statewide forum for translating climate science and research into practical action. LCI is co-organizing the inaugural Summit with the California Natural Resources Agency and other partners. The Summit will feature the Fifth Assessment and bring together state and local leaders, Tribal representatives, community partners, researchers, practitioners, artists, and other stakeholders to share lessons learned and identify practical pathways for advancing climate resilience.

LCI's ICARP program has identified storytelling and the communication of climate resilience efforts as priority areas for 2026 and important tools for connecting research to action, elevating implementation, and helping diverse audiences understand and use climate information.

The purpose of this project is to document and communicate the voices, experiences, implementation examples, and practical lessons emerging from the Summit and to translate them into a concise, compelling storytelling package that can support the dissemination of the Fifth Assessment and California's climate resilience work. The resulting materials will be designed for use by LCI and the State in appropriate public communications, presentations, digital and social media, partner communications, and other outreach following the Summit.

https://lci.ca.gov/

EXHIBIT A – SCOPE OF WORK

B. Purpose and Goals The purpose of this Agreement is to provide professional storytelling, video production, and related communications services to capture and communicate California's climate resilience work through the 2026 Resilient California Summit.

The goals of the project are to:

1. Document California's climate resilience work in action by capturing the perspectives of state and local leaders, Tribal representatives, community partners, practitioners, researchers, artists, and other Summit participants.

2. Connect science to implementation by translating key themes, findings, lessons learned, and examples emerging from the Fifth Assessment and Summit into accessible storytelling for broader audiences.

3. Highlight practical implementation by documenting examples of climate adaptation and resilience efforts already underway across California, including approaches that demonstrate how communities and institutions are responding to climate risks and advancing resilience.

4. Create a coherent statewide narrative that communicates California's climate resilience experience, lessons, and ongoing work in a manner that is accessible to audiences within California and beyond the State.

5. Develop reusable communications assets that can be used by LCI and, as approved by LCI, other State partners for presentations, digital communications, social media, transition materials, partner outreach, and other appropriate public-facing purposes.

6. Capture diverse voices and perspectives represented at the Summit, including Tribal, community, scientific, governmental, and practitioner perspectives.

7. Produce timely post-Summit materials that can support LCI's communications and engagement activities following the Summit and, as appropriate, California's participation in international climate resilience discussions.

C. Location of Services The Contractor will perform services under this Agreement, onsite at LCI headquarters office located at 1400 Tenth Street, Sacramento, CA 95814.

Services will also be performed onsite at the Resilient California Summit at the SAFE Credit Union Convention Center in Sacramento, California, October 20– 22, 2026.

EXHIBIT A – SCOPE OF WORK

The Contractor may provide services remotely at a location approved by the Contract Manager, including pre-production planning, coordination, editing, post-production, file management, and other activities that do not require onsite presence.

Services shall generally be provided during LCI's normal business hours of 8:00 AM to 5:00 PM Pacific Time, Monday through Friday, excluding State holidays.

Summit-related filming and production services may occur outside normal business hours when necessary to accommodate the approved Summit program and filming schedule.

D. Term of Agreement The term of this Agreement will begin October 12, 2026 when the agreement has been fully executed by all parties and will continue through February 12, 2027.

The Contractor shall not be authorized to commence performance of services or deliver goods described in this Agreement prior to the start date, and with the written notice from the LCI Contracts Officer that work can begin. Any performance of services or delivery of goods commenced prior to the start date shall be considered gratuitous on the part of the Contractor.

E. Cost The maximum amount of this project shall not exceed a total of $19,999.00 (Nineteen thousand, nine hundred ninety-nine dollars and zero cents).

The maximum amount shall constitute the total compensation available to the Contractor under this Agreement, inclusive of all approved services, personnel, equipment, travel, lodging, insurance, production expenses, post-production, music and stock footage licensing, and other costs necessary to complete the Scope of Work, unless otherwise expressly authorized in writing pursuant to the Agreement.

Approved travel and lodging expenses for Contractor personnel required to perform services under this Agreement shall also be included within the Agreement and may be reimbursed or paid directly by LCI, as determined by LCI and consistent with applicable State travel and contracting requirements. Summit travel and lodging shall be limited to the approved production team and the dates reasonably necessary to perform the Scope of Work.

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EXHIBIT A – SCOPE OF WORK

F. Project Representatives All inquiries during the term of this Agreement will be directed to the project representatives listed below.

Organization: Governor’s Office of Land Use and Climate Innovation (Contractor)

Role: Contract Manager Contract Manager

Name: Abby Edwards

Address: 1400 Tenth Street Sacramento, CA 95814

Phone: 916-758-0597

Email: abby.edwards@lci.ca.gov

G. Scope of Work

1. Services to be Provided The Contractor shall provide professional creative development, video production, filming, interview, editing, post-production, and related storytelling services to document and communicate the themes, voices, and implementation stories emerging from the Resilient California Summit to showcase at the Conference of the Parties 31.

The Contractor shall provide the following services:

A. Pre-Production and Creative Planning

The Contractor shall:

1. Participate in a creative planning session with LCI and designated Summit partners to establish the overall storytelling approach, key themes, narrative threads, priority participants, and desired audiences.

2. Review the Summit program, panels, sessions, participant lists, and other materials provided by LCI to identify potential stories, contributors, sessions, and filming opportunities.

3. Develop a practical filming and interview plan, including:

o Priority interviewees and backup interviewees;

o Priority sessions and activities;

o Interview prompts;

o Proposed filming locations;

o Anticipated filming schedule;

o Storylines and narrative threads;

o Necessary releases and permissions; and o Production and logistical requirements.

4. Coordinate with LCI and designated Summit organizers regarding participant access, filming permissions, scheduling, releases, and other onsite production needs.

5. Refine the proposed deliverables and storytelling approach in consultation with LCI based on the program, available participants, and anticipated communications needs.

6. Participate in a planning meeting with LCI Communications staff and the Contract Manager to establish messaging, communications objectives, audiences, key themes, and content priorities for the project.

7. Develop proposed messaging, interview prompts, scripts, and narrative content in consultation with LCI Communications and the Contract Manager.

All messaging, scripts, and narrative content shall be subject to review and approval by LCI Communications prior to production or finalization.

B. Onsite Filming and Production

The Contractor shall provide onsite filming services during the Resilient California Summit, October 20–22, 2026.

The Contractor's anticipated production team shall consist of up to four individuals, including:

• A lead interviewer/story lead responsible for content review, interviews, and overall storytelling direction;

• A lead filmmaker/videographer;

• A video-production assistant; and

• A producer responsible for coordinating schedules, interviewees, releases, storylines, and production logistics.

The Contractor shall:

1. Capture high-quality video of selected Summit sessions, speakers, participants, interactions, activities, and other relevant moments.

2. Conduct short-form interviews and conversations with selected participants identified through the approved pre-production process.

3. Seek a purposeful range of perspectives, including state and local government leaders, Tribal representatives, community organizations, practitioners, researchers, artists, and other partners, as appropriate and subject to participant availability and consent.

4. Capture both planned interviews and authentic, informal moments that convey the energy and substance of the Summit.

5. Use appropriate professional camera, audio, stabilization, lighting, and other production equipment necessary to produce high-quality footage.

6. Manage releases, permissions, and participant consent consistent with LCI requirements and the approved production plan.

7. Maintain organized footage and production files throughout the project.

C. Post-Production

Following the Summit, the Contractor shall:

1. Review, organize, and manage captured footage.

2. Develop an initial narrative structure for the flagship video in consultation with

LCI.

3. Edit footage, interviews, graphics, music, and other approved materials into a coherent storytelling package.

4. Produce an initial flagship video of approximately five minutes capturing the overall purpose, themes, energy, and key stories from the Summit.

5. Produce approximately six videos of up to 60 seconds each and additional short-form videos of approximately 30 seconds and 15 seconds in length, as described in this Scope of Work, for use as post-Summit web, social media, and digital communications content. These short-form assets are intended to complement, and not replace, content developed and published by LCI Communications during the Resilient California Summit.

6. Produce one video of approximately 30 seconds.

7. Produce approximately seven videos of approximately 15 seconds each for social media and other short-form digital communications.

8. Adjust the final mix of short-form deliverables in consultation with LCI where the footage and stories captured indicate that an alternative mix would provide greater communications value, provided that the change remains within the approved scope and budget.

9. Incorporate reasonable revisions requested by LCI into the draft deliverables.

10. Provide final approved video files in formats suitable for LCI's anticipated digital, presentation, and social media uses.

11. Provide organized final production files and footage as specified by LCI and consistent with the Agreement's applicable ownership, licensing, and records requirements.

D. Production Costs and Expenses

The approved project budget may include, as applicable:

• Professional production personnel;

• Pre-production and creative planning;

• Editing and post-production;

• Graphics and related post-production services;

• Data and footage management;

• Insurance;

• Travel and transportation;

• Lodging for approved production personnel; and

• Other reasonable and necessary production expenses expressly included in the approved budget.

Any material change to the approved scope, production schedule, staffing, or budget shall require prior written approval from LCI.

The Contractor shall not incur costs beyond the maximum Agreement amount without prior written authorization in accordance with applicable State contracting requirements.

2. Responsibilities Contractor Responsibilities The Contractor shall:

1. Provide qualified personnel, equipment, and services necessary to complete the Scope of Work.

2. Participate in pre-production planning and coordination meetings with LCI and designated Summit partners.

3. Prepare and submit a production plan, proposed interview prompts, priority interviewee list, and filming schedule for LCI review prior to the Summit.

4. Prepare and submit travel expense request for the Summit.

5. Coordinate with LCI regarding participant availability, filming permissions, releases, access requirements, and production logistics.

6. Comply with all applicable Summit venue requirements, security requirements, insurance requirements, and State requirements applicable to onsite services.

7. Obtain and maintain any required releases, permissions, licenses, or clearances necessary for the Contractor's work, subject to LCI's direction regarding State-owned or State-provided materials.

8. Provide all equipment necessary to perform the approved services unless otherwise agreed in writing.

9. Maintain appropriate backups and organization of captured media and project files.

10. Provide draft deliverables according to the approved production schedule.

11. Make reasonable revisions requested by LCI within the approved scope.

12. Obtain LCI Communications approval before publicly releasing, posting, or otherwise distributing any project materials. Public dissemination and posting of project materials shall remain the responsibility of LCI Communications, in consultation with the Contract Manager.

13. Ensure that all third-party music, stock footage, graphics, photographs, or other licensed materials incorporated into final deliverables are appropriately licensed for the intended uses.

14. Notify LCI promptly of any anticipated delay, production issue, participant access issue, or other circumstance that may materially affect the schedule or deliverables.

LCI Responsibilities LCI shall:

1. Designate a Contract Manager and primary project contact.

2. Provide the Contractor with relevant Summit program materials, Fifth Assessment materials, messaging guidance, branding requirements, and other available information necessary to complete the work.

3. Participate in the pre-production creative planning session.

4. Review and provide feedback on the proposed storytelling approach, priority interviewees, filming schedule, interview prompts, and other pre-production materials.

5. Coordinate, as appropriate, with Summit organizers and partners regarding access to participants, sessions, venues, and other Summit activities.

6. Provide or facilitate access to appropriate State-approved logos, graphics, photographs, footage, data, or other materials when required for the project.

7. Review draft deliverables and provide consolidated feedback within mutually agreed-upon review periods.

8. Approve final deliverables prior to their release or use on behalf of LCI.

9. Notify the Contractor of any material changes to the Summit schedule or program that may affect production.

10. Provide timely written approval for work authorizations, scope adjustments, or other documents requiring Contract Manager approval.

3. Timeline of Services to be Provided

Service Provided Date of Service / Due Date Due By

Project kickoff and creative planning session with LCI

Within 2 business days of Agreement execution

Review of Summit program, participants, priority stories, and communications objectives

Prior to Summit; ongoing through October 22, 2026

Contractor travel and lodging request for Resilient California Summit

Prior to the Summit; as approved by

LCI

Draft production plan, interview prompts, priority interviewee list, and filming schedule

Prior to Summit; ongoing through October 22, 2026

LCI review and approval of production plan

Prior to Summit; ongoing through October 22, 2026

Participant/release and production coordination

Prior to Summit; ongoing through October 22, 2026

Onsite filming and interviews - Resilient California Summit

October 20–22, 2026

Initial footage organization and story review

Within 7 business days following Summit

Draft flagship video and initial short-form deliverables

October – November 2026

LCI review and consolidated feedback October – November 2026

Revised/final flagship video October – November 2026

Final short-form video package October – November 2026

Delivery of final approved video files and associated production assets

October – November 2026

COP31-related adaptation and preparation of approved storytelling assets

November 2026

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EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

A. INVOICING AND PAYMENT

1. For services satisfactorily rendered, and upon receipt and approval of the invoice for each completed task and deliverable, the State agrees to compensate the Contractor for actual expenditures incurred and in accordance with the rates specified in accordance with this agreement. All costs include items such as but not limited to labor, meetings, reproduction costs, reports, subcontractors, and any miscellaneous items necessary to perform the tasks of this project.

2. The maximum amount of this project shall not exceed a total of $19,999.00 (Nineteen thousand, nine hundred ninety-nine dollars and zero cents).

The following items must be included and all unit rates must be extended and totaled in the invoice:

o Overhead;

o Personal service costs showing position rates per unit of time;

o Fringe benefits cost citing actual benefits or a percentage of personal services cost;

o Operating expenses including rent and supplies;

o Equipment costs specifying equipment to be bought and the disposition of equipment at the end of the contract;

o If there are any travel expenses outlined in the budget, then expenses are not to exceed the travel and per diem rates set at the rate specified by CalHR for similar employees or verification supplied that such rates are not available to the contractor. For invoicing: include breakdown of receipts, and the names and title of travelers. For hotel receipts, do not include the confirmation printouts; include the actual receipt that shows payment has been made and there is a zero balance. Do not include tip or gratuity amounts; CalHR prohibits paying for tips and gratuities. For more information visit:

http://www.calhr.ca.gov/employees/pages/travel-reimbursements.aspx o Other specific breakdown required.

3. Invoices shall include the Agreement Number and shall be submitted electronically only. Invoices shall not be submitted more frequently than monthly and not less frequently than quarterly in arrears.

Invoices must be submitted via e-mail to:

AccountsPayable@lci.ca.gov

4. Include the Project Representatives as identified in Exhibit A – Scope of Work, in the

CC line of the email so they are aware that an invoice has been submitted.

5. The subject line of the e-mail submission shall include the Agreement number.

http://www.calhr.ca.gov/employees/pages/travel-reimbursements.aspx mailto:AccountsPayable@lci.ca.gov

6. The final invoice shall be submitted to LCI, no later than thirty (30) calendar days after the agreement completion date.

B. BUDGET CONTINGENCY CLAUSE

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

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

C. 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.

D. BUDGET REVISIONS

1. All changes to the budget for this agreement must come in the form of request and be sent via e-mail directly to the project representative for this agreement and copy the contract officer in the e-mail. All changes to the budget must justify why the revisions are needed. The project representative and contract officer will review the request for approval and processing.

2. A formal amendment is not required if a budget is being revised to shift funds between line items, and the revision is up to 10% or $10,000 (whichever is the lesser). – with the approval of the project representative and the contracts officer. All other budget revisions are subject to a formal amendment process. All amendment and budget revision requests are to be determined at the discretion of the contract officer. A change to the total agreement amount, whether reducing or increasing, would warrant a formal amendment, and may be subject to DGS review and approval.

E. RECORD KEEPING

The State requires the contractor to maintain books, records, documents, and other evidence pertaining to the reimbursable costs and any matching costs and expenses and to hold them available for audit and inspection by the State for three (3) years.

F. BUDGET

See the following page(s) for Exhibit B-1 Budget Cost Worksheet that provides budget breakdown.

EXHIBIT C

GENERAL TERMS AND CONDITIONS (GTC 02/2025)

The General Terms and Conditions (GTC 02/2025) are hereby incorporated by reference and made a part of this agreement as if attached hereto.

The GTC 02/2025 can be viewed at the following hyperlink to the online directory:

https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services- Resources-List-Folder/Standard-Contract-Language https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

A. 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.

B. Settlement of Disputes

1. In the event of a dispute, Contractor shall file a “Notice of Dispute” with LCI within ten

(10) days of discovery of the problem. Within ten (10) days, LCI shall meet with the Contractor and Project Representative for purposes of resolving the dispute.

2. Any dispute concerning a question of fact arising under the terms of this Agreement which is not disposed of within a reasonable period of time by Contractor and State employees normally responsible for the administration of this Agreement shall be brought to the attention of the Director or designated representative of each organization for resolution. The decision of the State Executive Officer or designated representative shall be final.

3. In the event of a dispute, the language contained within this Agreement shall prevail over any other language including that of the proposal.

4. The existence of a dispute not fully resolved shall not delay Contractor to continue with the responsibilities under this Agreement which is not affected by the dispute.

C. Responsibilities of Parties

1. LCI

a. LCI shall appoint a Contract Manager, who will provide approval of the Contractor deliverables and coordinate payment of invoices upon such approval.

b. The Contract Manager shall receive all communications and has the authority to act on all aspects of the services. The Contract Manager will review the Agreement and associated Agreement documents with the Contractor to ensure understanding of the responsibilities of both parties.

c. LCI shall provide timely review and approval of the information and documentation provided in order for the Contractor to perform its obligations under this Agreement.

d. LCI shall provide the Contractor with an initial understanding of the assignment and deliverable expectations.

e. LCI shall provide sufficient access to appropriate levels of staff, other users, and department management as appropriate to facilitate the performance of consulting tasks and creation of deliverables.

f. LCI shall provide workspace for Contractor at LCI headquarters located in Sacramento, California when the Contractor is onsite. Workspace to include workstations and access to the internet, LCI network, and project libraries.

2. Contractor

a. Contractor shall designate a Project Manager who will be the lead for the Project will work with and report to LCI. Contractor must have adequate support staff, and/or identified partners and subcontractors to accomplish the services contained in the Exhibit A – Scope of Work (SOW).

b. Contractor shall review the Agreement with the Contract Manager or designee to ensure understanding of the responsibilities of both parties.

c. Contractor shall complete and perform all services, tasks, activities, deliverables and reports described within the Exhibit A – Scope of Work

d. Contractor shall meet with the Contract Manager as agreed upon to discuss project status, issues, and risks.

e. All work products, services, activities, and reports shall be stored on the State document repository in a format compatible with the State document standards.

Documents will be version-controlled, and the most current version shall always be continuously available for State review. Prior versions will also be available to the State as requested.

f. Contractor shall facilitate, present and report out at Project meetings; including but not limited to Project status meetings, risk meetings, and issue meetings.

g. Contractor shall return, delete and destroy any document(s) determined by LCI to have been sent in error to the Contractor, either electronically or otherwise.

h. Contractor shall return all LCI property prior to expiration or termination of the Agreement or upon request, including security badges and all copies of materials, documents, reports and data.

D. Reassignment of Staff

1. The Contractor staff shall perform the tasks described in the Exhibit A – Scope of

Work , at the rates indicated in Exhibit B-1 - Cost Worksheet.

2. The Contractor shall not add, delete, or substitute staff without the prior written consent of the Contract Manager, and consent shall not be unreasonably withheld.

The Contractor shall make every reasonable effort to provide suitable substitute staff.

The additional and/or substitute staff shall meet all requirements and shall be approved in writing by the Contract Manager prior to substitute staff beginning work.

3. If adding or substituting staff is acceptable to LCI, the Contractor shall submit the following, which shall be supplied by the Contract Manager:

• Email requesting the substitution

• Staff resume

• Updated Bidder Declaration Form (if applicable)

4. LCI reserves the right to interview any additional or substitute staff.

E. Deliverable Format

1. All deliverables shall be provided in a format compatible with LCI standard applications. In all cases, the Contractor shall verify application compatibility with the Contract Manager prior to creation or delivery of any electronic documentation. Any deviations to these standards shall be approved by LCI Contract Manager

2. If applicable, hard copy deliverables shall be on standard 8½” x 11” paper. Electronic versions shall be stored in an LCI-designated central repository and remain the sole property of LCI.

3. If LCI does not accept the deliverable(s) or services in this Agreement, payment for the deliverable(s)/services shall be withheld by LCI and the Contractor will be notified. The Contractor shall take timely and appropriate measures to correct or remediate the reason(s) for non-acceptance and demonstrate to LCI that the Contractor has successfully completed the scheduled work for each deliverable/service before payment is made.

F. Acceptance All Contractor-completed tasks and deliverables will be reviewed and approved by LCI. It shall be LCI’s sole determination as to whether a task or deliverable has been successfully completed and is acceptable.

If a task or deliverable is not accepted, LCI shall provide the rationale in writing within ten (10) business days of receipt of the task or deliverable.

G. Subcontractors

1. 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 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 monies to any subcontractor.

2. The Contractor may, with the approval of the LCI, enter into subcontracts with third parties for the performance of any part of the Contractor’s duties and obligations. Any such LCI approval may be rescinded for reasonable cause.

The Contractor is responsible for and liable for the proper performance and quality of any work performed by any, and all, Subcontractors. LCI reserves the right to reject or refuse admission to any Subcontractor staff whose performance, in the reasonable judgement of LCI, is deemed to be substandard. In no event shall the existence of a subcontract operate to release or reduce the liability of the Contractor to LCI for any breach in performance of the Contractor’s duties.

3. The Contractor warrants and agrees that any participating subcontract under the terms and conditions of the Agreement shall include a provision that the Subcontractor shall abide by the terms and conditions of the Agreement, as well as all other applicable federal and State laws, rules, and regulations pertinent hereto that have been or may hereafter be established. Also, the Contractor warrants and agrees that all subcontracts shall include a provision that the Subcontractor shall indemnify and hold harmless LCI. Any Agreement between the Contractor and its Subcontractors shall require the Subcontractors to adhere to the same performance standards and other standards required of the Contractor.

4. When a Subcontractor ultimately performs all the services the Contractor has agreed to provide and the prime Contractor only handles the invoicing of expenditures, then the prime Contractor's role becomes that of a fiscal agent because it is merely administrative in nature and does not provide a commercially useful function. It is unacceptable to use fiscal agents in this manner because the agency is paying unnecessary administrative costs. Contractors may not subcontract more than forty-nine percent (49%) of the tasks of this SOW.

H. DVBE Subcontractor Participation and Reporting Requirements

1. In the event the Contractor committed to provide DVBE subcontractor participation for this Agreement, the Contractor shall comply with their DVBE subcontractor participation commitment throughout the term of this Agreement. In the event this Agreement is amended to increase the maximum Agreement amount, the Contractor shall comply with their DVBE subcontractor participation commitment for the additional amount.

2. Upon completion of this Agreement, the Contractor shall download from www.dgs.ca.gov, complete, sign, and submit to LCI with the final invoice for payment a Prime Contractor’s Certification - DVBE Subcontracting Report (STD 817) certifying all of the following:

a. The total dollar amount the Contractor received under this Agreement.

b. This Agreement number and the name, address, and certification ID number of all DVBE subcontractors that participated in the performance of this Agreement.

c. The total dollar amount and percentage of this Agreement’s total dollar amount the Contractor committed to each DVBE subcontractor.

d. The total dollar amount the Contractor paid each DVBE subcontractor.

e. That all payments under this Agreement have been made to the DVBE subcontractor(s).

f. The actual percentage of DVBE participation that was achieved. Upon request, the Contractor shall provide proof of payment for the work.

3. LCI will withhold $10,000.00 (or the full dollar amount if less than $10,000.00) from the final payment, until the Contractor complies with the certification requirements above. In the event the Contractor fails to comply with the certification requirements above, the Contractor shall be allowed to cure the defect after written notice.

Notwithstanding any other law, if, after at least 15 calendar days but not more than 30 calendar days from the date of written notice, the Contractor refuses to comply with the certification requirements above, LCI shall permanently deduct $10,000.00 (or the full dollar amount if less than $10,000.00) from the final payment (Military and Veterans Code Section 999.7).

4. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation (Military and Veterans Code Section 999.5; Government Code Section 14841).

5. The Contractor agrees to comply with the rules, regulations, ordinances, and statutes that apply to the DVBE program as defined in Section 999 of the Military and Veterans Code, including, but not limited to, the requirements of Section 999.5(d).

I. Replacement of DVBE Subcontractors

1. Per Military and Veterans Code Section 999.5, a DVBE subcontractor may only be replaced by another DVBE subcontractor and must be approved by the Department of General Services (DGS).

2. The Contractor’s failure to seek a substitution and adhere to the DVBE participation level identified in the Contractor’s bid (when applicable) may be cause for termination of this Agreement, recovery of damages under rights and remedies due to the DMV, and penalties outlined in Military and Veterans http://www.dgs.ca.gov/

Code Section 999.9; Public Contract Code Section 10115.10, or Public Contract Code Section 4110.

J. DVBE Subcontractor Invoices To ensure that DVBE participation is applied correctly, all DVBE subcontractor invoices submitted to the Contractor must include this Agreement number.

K. DVBE Audit Contractor agrees that the State or its delegate will have the right to review, obtain, and copy all records pertaining to Contractor’s compliance with the Disabled Veteran Business Enterprise (DVBE) requirements as contained in Public Contract Code sections 10115 et. seq. Contractor agrees to provide State or its delegate with any relevant information requested and shall permit State or its delegate access to its premises, upon reasonable notice, during normal business hours for the purposes of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with the DVBE requirements. Contractor further agrees to maintain such records for a period of three years after final payment under this Agreement.

L. Stop Work Order The State reserves the right to issue an order to stop work in the event that a dispute should arise, or in the event that the State gives Contractor a notice that the Agreement will be terminated. The stop-work order will be in effect until the dispute has been resolved or the Agreement has been terminated.

M. Termination

1. In addition to the rights under Exhibit C – General Terms and Conditions (04/2017) of the Standard Agreement, State reserves the right to terminate this Agreement at its sole discretion at any time upon thirty (30) days prior written notice to Contractor.

2. In the case of early termination, Contractor shall submit an invoice in triplicate and a report in triplicate covering services to termination date, following the invoice and progress report requirements of this Agreement. A copy and description of any data collected up to termination date shall also be provided to State.

3. Upon receipt of the invoice, progress report, and data, a final payment will be made to Contractor. This payment shall be for all State-approved, actually incurred costs that in the opinion of State are justified, and shall include labor, and materials purchased or utilized (including all non-cancellable commitments) to termination date, and pro rata indirect costs as specified in the proposal budget.

4. If, after award and execution of the Agreement, the Contractor’s performance is unsatisfactory, the Agreement may be terminated for default. Default is defined as the Contractor failing to perform services required by the Agreement in a satisfactory manner.

5. LCI reserves the right to terminate this Agreement without cause upon thirty (30) days written notice to the Contractor, or immediately in the event of default or material breach by the Contractor.

N. Amendments

1. No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties, and approved as required. Amendments must come in the form of a request and be submitted to the Contract Manager for review.

The Contract Manager will work with LCI Contracts Office to approve and process the amendment request. No oral understanding or agreement not incorporated in this Agreement is binding on any of the parties.

2. LCI reserves the right to amend this Agreement through a formal written amendment, signed by the parties, and approved by the Dept. of General Services’ Office of Legal Services, if required.

3. A formal amendment is not required if a budget is being revised to shift funds between line items, and the revision is within 10% or $10,000. – with the approval of the Contract Manager listed in Exhibit A – Scope of Work, and LCI Contracts Office.

All other budget revisions are subject to a formal amendment process. All amendment and budget revision requests are to be determined at the discretion of LCI Contracts Office.

4. A change to the total agreement amount, whether reducing or increasing, would warrant a formal amendment. A change to the term start and end dates, would warrant a formal amendment. Amendments may be subject to DGS review and

O. Insurance

1. Commercial General Liability

Contractor must furnish to the State a certificate of insurance to remain in effect at all times during the term of this contract. Contractor shall maintain general liability on an occurrence for with limits not less than $1,000,000 per occurrence for bodily injury and $2,000,000 aggregate for bodily injury and property damage liability. The policy must include coverage for liabilities arising out of premises operations, independent contractors, products/completed operations, personal & advertising injury and liability assumed under an insured contract. This insurance shall apply separately to each insured against whom claim is made or suit is brought subject to the Contractor’s limit of liability. The policy must include:

The Governor’s Office of Land Use and Climate Innovation, its officers, agents, employees, and servants are included as additional insured, but only with respect to work performed under this contract.

This endorsement must be supplied under a form acceptable to the Office of Risk and Insurance Management.

In the case of Contractor’s utilization of subcontractors to complete the contracted scope of work, contractors shall include all subcontractors as insured under Contractor’s insurance or supply evidence of insurance to the State equal to policies, coverage and limits required of Contractor.

2. Automobile Liability (if applicable) Contractor must furnish to the State a certificate of insurance to remain in effect at all times during the term of this contract. Contractor shall maintain motor vehicle liability with limits not less than $1,000,000 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 Governor’s Office of Land Use and Climate Innovation, its officers, agents, employees, and servants are included as additional insured, but only with respect to work performed under this contract.

3. Worker’s Compensation and Employers’ Liability Contractor must furnish to the State a certificate of insurance to remain in effect at all times during the term of this contract. Contractor shall maintain statutory workers’ compensation and employers’ liability for all its employees who will be engaged in the performance liability limits of $1,000,000 are required.

When performed on State owned or controlled property the workers’ compensation policy shall contain a waiver of subrogation in favor of the State. The waiver of subrogation endorsement shall be provided.

4. General Provisions Applying to all Policies

a. Coverage Term – Coverage needs to be in force for the complete term of the contract. If insurance expires during the term of the contract, a new certificate must be received by the State at least ten (10) days prior to the expiration of this insurance. Any new insurance must still comply with the original terms of the contract.

b. Policy Cancellation of Termination and Notice of Non-Renewal – Contractor shall provide to the State within five (5) business days following receipt by contractor a copy of any cancellation or non-renewal of insurance required by this contract.