Request For Quotes Solicitation #SPPD25027 Addendum 1-4.27.26

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.

In California, local governments are transforming their communities. In the last several years, the Governor and legislature have passed some of the largest budget packages in California's history, including a $48 billion climate investment. Work is underway to address California's housing crisis, accelerate clean energy, build community resilience in the face of climate change impacts, and connect Californians via innovative transportation networks. With the recent announcement of the budget shortfall and subsequent budget cuts, it is more important than ever to coordinate and align our resources and opportunities to ensure California continues meeting our ambitious state goals. LCI has a long history of collaboration with local leaders. Building off the success of statewide series of Catalyst Convenings in 2025 and 2026, which brought state leaders and local and regional governments together to navigate the complexities facing them, LCI will convene a series of Convenings to continue evolving the conversations and fostering our state-local partnerships. This series will provide an opportunity to roll out the Fifth Climate Change Assessment and the potential Environmental Goals and Policy Report to regions across the state.

B. Purpose The Governor's Office of Land Use and Climate Innovation (LCI), hereinafter referred to as "LCI", seeks a contractor to organize a series of Catalyst Convenings. LCI will partner with the California Strategic Growth Council (SGC) to host a series of regional Catalyst Convenings across the state to help each region advance equitable climate, energy, and land use priorities. The Catalyst Convenings will connect local and regional government partners to the Agency and other state representatives and provide a forum for open communication, as well as connect them to tools and resources.

The Contractor will be expected to oversee the following activities related to the successful execution of convenings over the two-year contract in California:

The specific dates of these convenings have not yet been determined but are expected to be held in 2027 through Spring of 2028 across California. There shall be a total of nine meetings over the duration of the contract. The contractor shall secure venue locations alongside LCI.

The contractor should have an established relationship with local and regional governments, community-based partners, and higher education institutions.

The term of this agreement will begin January 3, 2027, and continue through June 30, 2028.

The maximum amount of this agreement shall not exceed a total of $249,999.99

LCI reserves the right to amend this agreement to add one additional year to the term of the agreement; this only adds time and does not add additional funding for this project.

C. Objective The work to be performed under this Agreement shall be in accordance with the Governor’s Office of Land Use and Climate Innovation’s (LCI) Request for Quote solicitation #SPPD25027. The objective of the solicitation is to establish a competitive process to select an experienced Contractor who can provide the services in the Scope of Work described herein.

D. Location of Services Services shall be provided during LCI business hours from 8:00 AM to 5:00 PM PST, Monday through Friday, excluding State holidays.

The Contractor may work remotely at a location approved by the Contract Manager. The Contractor may be required to perform some of the services, under this Agreement, onsite at LCI office located at 1400 Tenth Street, Sacramento, CA 95814.

E. Term of Agreement The term of this agreement will begin January 3, 2027, when the agreement has been executed by all parties and has been approved by the Department of General Services, if required, and continues through June 30, 2028.

The Contractor shall not be authorized to commence performance of services or deliver goods described in this Agreement prior to the Start Date. Any performance of services or delivery of goods commenced prior to the Start Date shall be considered gratuitous on the part of the Contractor.

F. Cost The maximum amount of this project shall not exceed a total of $249,999.99.

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

Sacramento, CA 95814

H. SCOPE OF WORK

1. Tasks The Contractor shall be responsible for providing specific and as-needed deliverables and services as outlined below:

• Supervision and Direction The Consultant(s) shall be under the overall direction of the Project Representative(s) or their designees, including Contract Manager, for given assignments. The Consultant(s) will be given their assignments at (1) the outset of the contract; (2) one month in advance for 'as-needed' deliverables.

Check-in meetings are expected at a regular cadence and will be scheduled upon contract execution.

• Ownership and Licenses LCI owns all work products developed by the Consultant(s), including drafts, notes, or materials. The Consultant(s) will provide LCI with all draft and completed work products.

· Supplies The Contractor will be responsible for all labor, tools, materials, equipment, non- consumable supplies, and every other item of expense necessary to perform services within this agreement.

For deliverables that require printed materials this should be included as a line-item expense in each budget.

· Travel Consultant(s) shall be responsible for all transportation, travel and per diem expenses. State will only reimburse for Agency approved business related travel per CalHR Travel Reimbursement rates and guidance. All travel must be requested and approved by the 'Interagency Team' Project Representative prior to booking.

· Quality Assurance and Financial Audits/Reviews 'Interagency Team' Project Representative(s) may monitor and evaluate services provided in fulfillment of the requirements of this Agreement to determine if' Interagency Teams' standards and departmental policies and procedures are being maintained. Such monitoring and evaluation may occur on a regular cycle or as deemed necessary by the Project Representative or their designee. The 'Interagency Team' retains sole and absolute discretion in determining any such evaluation schedule. If it is found that any party fails to perform or is physically or mentally incapable of providing services as required by the Agreement, then that party shall not perform services for the 'Interagency Team'. Payment shall not be provided for services deemed unacceptable by the 'Interagency Teams' Project Representative or their designee.

2. Workplan/Deliverables/Timeline Specific Deliverables and Services

Task 1: Team Coordination Regularly meet with Project Representatives, which include state staff and several external planning partners, for coordination, review cycles, and delivery of materials. Meeting frequency to be determined by Project Manager (SGC).

Support overall event scope with Project Representatives, lead the organization of a virtual public listening session to inform event purpose and structure, and coordinate with Project Representatives and partners to clarify roles and process Ongoing

· Providing planning support

· Attending convenings to provide day-of support.

· Supporting post-event synthesis Ongoing

Subtask 3A: Planning Building upon existing templates provided, lead agenda development in coordination with team, identify speakers and committee members, update registration questions and launch registration form, identify planning committee members, and help review outreach materials and language.

Subtask 3B: Logistics Identify options and recommendations for secure venues, AV vendors, and catering. Include considerations for fully in-person, hybrid, virtual or livestreamed events. Once secured, coordinate with venues for event layout, program timing, vendor/catering coordination, and venue information for participants; with AV vendors on materials/services needed and program schedule and catering for coffee and lunch orders.

Subtask 3C: Final Prep Lead final prep for convenings, including developing and compiling PowerPoint presentations, supporting Project Representative(s) with final speaker/participant coordination, developing and printing participant lists.

Ongoing

3. Project Management Plan Contractor will be responsible for but not limited to:

· Event planning for nine regional convenings.

· Supporting Project Representative(s) with outreach and engagement, day-of activities including signage and development of branded materials.

· Coordination with speakers and stakeholders.

· Report outs.

SGC and LCI will be responsible for:

· Serving as the overall project manager, including scheduling and facilitating team coordination meetings.

· Coordinating communication efforts with planning committees, speakers, and participants.

· Coordinating planning committee invitations and meetings.

· Coordinating engagement with state agencies for speaking opportunities and resource fair participation.

· Providing prior input gathered from local/regional partners, organized by region, to inform the planning process, convening presentation, and final materials to ensure convenings build upon previous input gathered through the first round of Catalyst Convenings, LCI Local Government Roundtables, LCI Climate Resilience Nexus, SGC Catalyst Conferences, Annual Planning Surveys, listening/feedback sessions and public input gathered for LCI and SGC grant programs, and other key sources.

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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.

The total cost of this agreement will not exceed $249,999.99 (Two Hundred Forty-Nine Thousand, Nine Hundred Ninety-Nine Dollars and 99/100 cents).

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

· Overhead;

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

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

· Operating expenses including rent and supplies;

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

· 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

· Other specific breakdown required.

2. 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

3. 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.

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

5. The final invoice shall be submitted 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 within 10% or $10,000. – 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 Attachment B1 - Contractor Cost Worksheet that provides budget breakdown.

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ATTACHMENT B1 – CONTRACTOR COST WORKSHEET

See separate attachment – CONTRACTOR COST WORKSHEET TEMPLATE

Contractor Cost Worksheet to be included here on award.

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

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 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 the Contractor 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 start and end dates would warrant a formal amendment. Amendments may be subject to DGS review and approval.

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. In the event contractor fails to keep in effect at all times the specified insurance coverage, the State may, in addition to any other remedies it may have, terminate this contract upon the occurrence of such event, subject to the provisions of this Contract.

c) Deductible – Contractor is responsible for any deductible or self-insured retention contained within their insurance program.

d) Primary Clause – Any required insurance contained in the Contract shall be primary, and not excess or contributory to any other insurance carried by the State.

e) Insurance Carrier Required Rating – All insurance companies must carry a rating acceptable to the Office of Risk and Insurance Management. If the contractor is self-insured for a portion or all of its insurance, review of financial information including a letter of credit may be required.

f) Endorsements – Any required endorsement must be physically attached to all requested certificates of insurance and not substituted by referring to such coverage on the certificate of insurance.

g) Inadequate Insurance – Inadequate or lack of insurance does not negate the contractor’s obligations under the Contract.

P. Force Majeure Except for defaults of subcontractors, neither party shall be responsible for delays or failures in performance resulting from acts beyond the control of the offending party. Such acts shall include but shall not be limited to acts of God, fire, flood, earthquake, other natural disaster, nuclear accident, strike, lockout, riot, freight embargo, public regulated utility, or governmental statutes or regulations superimposed after the fact. If a delay or failure in performance by the Contractor arises out of a default of its subcontractor, and if such default of its subcontractor, arises out of causes beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for damages of such delay or failure, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required performance schedule.

Q. Hardware and Software Responsibilities 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.

LCI shall not be responsible for the procurement activities for all necessary hardware and software. The Contractor shall provide necessary hardware and software to complete services as stated in the Exhibit A – Scope of Work.

R. Ownership of Work and Copyrightable Materials Any works developed during and/or pursuant to this agreement by Contractor, including all related copyrights and other proprietary rights therein, as may now exist and/or which hereafter come into existence, shall belong to State upon creation, and shall continue in State’s exclusive ownership upon termination of this agreement. Contractor further intends and agrees to assign to State all right, title and interest in and to such materials as well as all related copyrights and other proprietary rights therein.

Contractor’s obligations under this provision shall survive the expiration or termination of this Agreement.

1) LCI reserves the right to any copyrightable materials developed under this Agreement. Upon acceptance of the copyrightable materials developed under this Agreement, and payment of the sums then due under the terms of the Agreement, LCI shall have the sole and exclusive right, title, and interest (including trade secret and copyright interests) in the copyrightable materials. Contractor and his or her subcontractors hereby assign(s) all rights, title, and interest (including trade secret and copyright interest) in any copyrightable materials developed under this Agreement to LCI.

2) LCI, at its discretion, may grant a nonexclusive and paid-up license to Contractor and his or her subcontractors to use said copyrightable materials. Contractor and his or her subcontractors agree to cooperate with and assist LCI to apply for and to execute any applications and/or assignments reasonably necessary to obtain any patent, copyright, trademark, or other statutory protection for all copyrightable materials.

3) Contractor and his or her subcontractors shall not disclose any copyrightable materials, any of the deliverables thereof, or any portion thereof, to any other organization or person without the written consent of LCI.

4) Contractor and his or her subcontractors shall not use the copyrightable materials, any of the deliverables thereof, or any portion thereof, in any other work performed by this Agreement subject to any license granted without the written consent of LCI.

5) Contractor’s obligations under this provision shall survive the expiration or termination of this Agreement.

S. Confidentiality of State Information It is expressly understood and agreed that information Contractor receives from State in performing its obligations under this Agreement may be deemed confidential by State. Therefore, Contractor agrees to:

1) Observe complete confidentiality with respect to such information, including without limitation, agreeing not to disclose or otherwise permit access to such information by any person or entity in any manner whatsoever.

2) Ensure that Contractor’s employees, agents, representatives, and independent Contractors are informed of the confidential nature of such information and ensure by agreement or otherwise that they are prohibited from copying or revealing, for any purpose whatsoever, the contents of such information or any part thereof, or from taking any action otherwise prohibited under this section.

3) Not use such information or any part thereof in the performance of services to others or for the benefit of others in any form whatsoever whether gratuitously or for valuable consideration, except as permitted under this Agreement.

4) Notify State promptly and in writing of the circumstances surrounding any possession, use or knowledge of such information or any part thereof by any person other than those authorized by this paragraph.

T. Confidentiality of Data and Working Documents

1) Contractor shall not disclose data or documents or disseminate the contents of the final or any preliminary report without express written permission of LCI’s Contract Manager.

2) Permission to disclose information or documents on one occasion or at public hearings or workshops held by LCI relating to the same shall not authorize Contractor to further disclose such information or documents on any other occasion.

3) Contractor shall not comment publicly to the press or any other media regarding the data or documents generated, collected, or produced in connection with this Contract, or LCI’s actions on the same, except to LCI staff, Contractor’s own personnel involved in the performance of this Contract, at a public hearing, or in response to questions from a legislative committee.

4) Contractor shall require each of its employees or officers who will be involved in the performance of this Contract to agree to the above terms.

5) Each subcontract shall contain the foregoing provisions related to the confidentiality of data and nondisclosure of the same.

U. Evaluation of Consulting Agreements Pursuant to Public Contract Code (PCC) Sections10367 and 10369, the Contractor providing consultant services of $5,000 or more shall be advised in writing that the performance will be evaluated. The evaluation shall be prepared on a Contract/Contractor Evaluation Sheet (STD. 4), within 60 days after completion of the agreement and maintained in the Agreement file. Any negative evaluations will be sent to the Department of General Services, Office of Legal Services (DGS/OLS) and a copy sent to the Contractor within 15 days. The Contractor shall have 30 days to prepare a statement defending his or her performance under the contract and to send it to LCI and DGS/OLS.

V. Incompatible Activities

1. Contractor’s staff assigned to perform services shall not:

a. Participate in a criminal investigation or prosecution.

b. Engage in any conduct that is clearly inconsistent, incompatible, or in conflict with his or her assigned duties under this Agreement, including but not limited to, providing services that could be compensated by LCI.

c. Use information obtained performing services under the Agreement for personal gain or the advantage of another person.

d. Disclose any confidential information to anyone, including but not limited to: materials labeled as confidential, personal identifiable information, legal and criminal documentation.

e. Provide or use the name of persons or records of LCI for a mailing list, which has not been authorized by LCI.

f. Represent himself or herself as a LCI employee.

g. All confidential information obtained during the performance of this Agreement shall be held in strict confidence and shall not be provided to persons not authorized to receive the information.

h. It shall be the Contractor’s responsibility to ensure that all staff assigned to provide services under this Agreement is made aware of and abides by these provisions as stated in this section of Exhibit D – Special Terms and Conditions. If an assigned staff is unwilling or unable to, or fails to abide by these provisions, the staff shall no longer be assigned to perform services in this Agreement and LCI shall not reimburse Contractor for expenditures incurred, including staff salary.

W. Operating Expenses

1. The Contractor may charge expenses to various line-item allocations as part of its operating expenses, including but not limited to: rent, utilities, postage, and telephone. Such expenses are generally identified as “direct costs”.

2. The Contractor shall ensure that expenses that are classified as “direct costs” are not also included in the “indirect cost” or “overhead” categories. Indirect costs are those costs that are incurred for a common or joint purpose or a cost that is not readily assignable to a specific operating expense line-item. LCI reserves the right to deny any expenses that are deemed ineligible by the State.

3. The Contractor shall submit, upon LCI’s request, a copy of the indirect cost allocation plan demonstrating how the indirect cost rate was established. All costs included in the plan shall be supported by formal accounting records, which substantiate the propriety of such charges.

4. The Contractor shall submit requests to the Contract Manager or designee via e-mail for review and prior written approval of any budget modification for line items under the operating expense category such as an increase to rent or offsetting savings from one line item to another.

X. Training-Related Reimbursement

1. Contractor shall obtain prior approval from LCI for the location, costs, dates, agenda, instructors, instructional materials, and attendees at any reimbursable training seminar, workshop or conference and over any reimbursable publicity or educational materials to be made available for distribution. The Contractor shall be required to acknowledge the support of LCI when publicizing the work under the Agreement in any media.

2. All such costs must be disclosed in the Budget of this agreement, include in the amount as stated in Exhibit B – Budget Detail and Payment Provisions. Contractor must submit training requests to the Contract Manager for review and approval prior to taking training. Approval for reimbursement for the requested training is at the discretion of LCI.

Y. Travel Reimbursement The Contractor shall obtain written authorization via email from the Contract Manager or designee at least five (5) business days prior to any in-state travel for which the Contractor intends to seek reimbursement. Any reimbursement for necessary travel and per diem shall be at the rates currently in effect as established by CalHR. Current travel rates can be found at:

http://www.calhr.ca.gov/employees/Pages/travel-reimbursements.aspx.

No out-of-state travel is authorized under this Agreement.

Z. Record Retention For the purpose of determining compliance with GC section 8546.7, the Contractor and any Subcontractors shall maintain all books, documents, papers, accounting records, and other evidence pertaining to the performance of the Agreement, including but not limited to, the costs of administering the Agreement and documents as stated in Exhibit B – Budget Detail and Payment Provisions. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for a minimum of three (3) years from the date the record is created. The State, the State Auditor, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of the Contractor that are pertinent to the Agreement for audits, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested.

AA. Ownership of Work Product and Data

1. All work product as a result of the work performed by the Contractor under this Agreement, shall be owned by LCI and shall be considered works made for hire by the Contractor to LCI.

All intellectual property rights, ownership and title to all reports, documents, plans, and specifications produced as part of this Agreement will automatically be vested in LCI and no further agreement will be necessary to transfer ownership to LCI. The Contractor shall furnish LCI all necessary copies of data needed to complete the review and approval process.

2. Contractor shall comply with the following requirements to ensure the preservation, security, and integrity of State-owned data on portable computing devices and portable electronic storage media:

a. Encrypt all State-owned data in transit and where existing technology enables encryption at rest, stored on portable computing devices and portable electronic storage media.