Attachment_3_Draft_Agreement.pdf

ATTACHMENT 3: DRAFT STANDARD AGREEMENT

REQUEST FOR PROPOSALS – CALIFORNIA LOVE, CALIFORNIA STRONG

RFP# OCPSC25003

EXHIBIT A – SCOPE OF WORK

A. BACKROUND

The Governor’s Office of Service and Community Engagement (GO-Serve) is an office of the Executive Branch which serves to elevate paid service and volunteerism in the state, promotes more youth and community engagement, and advances public awareness and outreach efforts to tackle the state’s most pressing challenges. GO-Serve consists of the Office of Community Partnerships and Strategic Communications (OCPSC), California Volunteers (CV), and the Youth Empowerment Commission (YEC).

OCPSC initiates and executes campaigns related to the state’s highest priority public awareness and community outreach efforts. The intent of a single state entity coordinating California’s most important efforts is so that the state can realize more inclusive and effective outcomes while preventing gaps in statewide outreach.

In July 2025, the World Health Organization Commission on Social Connection released a report on the crisis of Loneliness (View report), identifying loneliness and isolation as major public health risks, contributing to mental and physical health issues. Today, nearly 1 in 6 people globally experience loneliness, a problem made worse by shifting demographics, technology, and changing work-life patterns.

Social connection is essential for both individual well-being and the health of society. The report underscored the critical role of social well-being—equal to physical and mental health— in building resilient societies. It called for urgent action across all sectors of government, business, and community demonstrating how simple everyday connections can make a big difference.

The Co-Chair of the WHO Commission on Social Connection and former Surgeon General Dr.

Vivek Murthy emphasizes service as a key strategy to combat the loneliness epidemic, identifying volunteering and community service as powerful ways to build “social infrastructure.”

WHO Director-General Dr. Tedros Adhanom Ghebreyesus called on leaders worldwide to embed human connection into policies, services, city planning, and technology. Strengthening social connection is not just a matter of compassion, but it is a strategic foundation for inclusive, healthy, and resilient societies.

In response to the social isolation crisis as well as the variety of community threats aimed at California from climate crises to the federal Administration’s actions (Including immigration raids, slashing support for public resources, etc.), OCPSC and the First Partner’s Office are launching a statewide campaign to support social health, social connection and community-building through service.

The California Love, California Strong Campaign (CLCS) was originally born out of the devastating wildfires in January 2025. Launched by the State Government and California Volunteers, the messaging “This is California Love, and Together, We are California Strong” reinforced the power of Belonging, especially in disaster relief circumstances. This messaging grounded in service activations fostered the importance of social connection in individual and community health.

The CLCS campaign continues as a state-wide coordinated effort to uplift communities through service and social connection. Encouraging more Californians to invest in and connect with their community. These efforts may include, but are not limited to, monthly community activations and service events, toolkits, a social campaign to support and amplify existing resources, self-care best practices and opportunities for Californians to forge stronger relationships that foster a sense of belonging through meaningful connections within communities across California.

The State seeks a qualified Contractor with extensive knowledge of reaching target audiences through various methods, strong communication skills, and project management expertise.

The selected Contractor will assist OCPSC with the continued management of ‘California Love, California Strong’ materials and the implementation of targeted outreach efforts. The Contractor will provide branding and communication support, event planning, marketing and communications support through an advertising campaign, an earned media strategy that is inclusive of ethnic media, content development, social media support, and extensive state and community partner engagement.

B. PURPOSE

The purpose of this solicitation is to establish a competitive process for selecting an experienced Contractor who can provide the services described in the Scope of Work section below.

C. OBJECTIVES

The work to be performed under this Agreement shall be in accordance with GO- SERVE/OCPSC’s Request for Proposal solicitation #OCPSC25003. The Contractor shall provide the services in the Scope of Work described herein. In undertaking the Scope of Work outlined below, the Contractor shall provide a project management plan including the management structure of the team, and project organization. The Proposer shall designate, by name, the Project Manager/Primary point of contact to be employed. The selected Proposer shall not cause the substitution of the Project Manager/ Primary point of contact without prior written approval of the State. The Proposer must demonstrate the logic and feasibility of the methodology and proposal. The Proposer must spell out the sequence and relationships of major steps and methods for performing the actual work. The project management plan shall include methods to measure project progress against the plan.

The Contractor will be expected to incorporate the following, at a minimum, into the project management plan:

• Provide strategy, planning and management of the ‘California Love, California Strong’ initiative that is innovative, creative and forward thinking. This is not meant to be a standard awareness initiative and instead it is expected to find new and innovative ways of resonating with Californians and connecting them to one another.

• Refinement of the CLCS brand and assets that can support the initiative. Development of a website that can serve as the hub and centralized messaging center for all information related to this initiative.

• Develop and manage an effective social engagement strategy that identifies new ways of reaching Californians and supporting their engagement with this initiative.

• Execution and management of numerous community events that include a service component as well as engage community partners. Events will require earned media engagement to support priority messaging. Events will need to be hosted throughout the state and have different themes behind their activations (i.e. food distribution, earth day, Latino Heritage Month, etc.). Events should be planned through December 2026 at a minimum.

• Develop a messaging strategy that is culturally responsive and incorporates ongoing feedback from trusted messengers and subject matter experts.

• Executing an ongoing earned media campaign elevates the importance of addressing this growing crisis. This must include ethnic media, including paid fellowships and other forms of partnerships that engage all forms of California’s diverse media landscape.

• Maintain an ongoing weekly and monthly reporting schedule that shares updates on the project to the OCPSC Project Manager and other State leadership, including a description of all activities to date. OCPSC has ultimate discretion to determine acceptance of all reporting.

• At the end of the project, produce a final report that provides a summary of all key activities, metrics, and lessons learned. OCPSC has ultimate discretion to determine acceptance of all reporting.

D. LOCATION OF SERVICES

Services shall be provided during OCSPC business hours of 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 and onsite at other locations as mutually agreed upon by both parties. 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 on February 1, 2026, or when the agreement has been executed by all parties and has been approved by the Department of General Services, if required, and will continue through March 30, 2027.

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 $4,000,000.00 [Four Million Dollars].

Restrictions:

o A o *Tips, gratuities, stipends, honorariums, gifts, T-shirts, SWAG, and food or drinks for events are not allowable expenses; DO NOT include these items in the proposed budget.

G. PROJECT REPRESENTATIVES

All inquiries during the term of this Agreement will be directed to the Contract Managers listed below.

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

Role: Contract Manager Project Manager

Name: (Contract Manager)

Address: 1400 Tenth Street Sacramento, CA 95814

Phone: (916) 323-7646

Email: contracts@lci.ca.gov

H. SCOPE OF WORK

The Proposer must provide a narrative with the proposal that outlines all strategy, timelines, and a description of how the Proposer will deliver these services. This section of the Proposal must not exceed 20 pages. Supporting documents that provide for a timeline graphic, and description and a sample paid media schedule are not included as part of the 20-page narrative total, however any graphics much be attached as appendices. The proposal submitted will be incorporated as part of the awarded Contract.

The State seeks a qualified Contractor with extensive knowledge of reaching targeted audiences through various communication channels, strong communication skills, and project management expertise. The selected Contractor will assist OCPSC with the management of a new initiative addressing the growing loneliness epidemic. The Contractor will provide support with an engagement and awareness initiative that focuses on local events throughout the state, social awareness and promotion of key messages and actions Californians can take to address this growing crisis.

The Contractor will be expected to support OCPSC with the following:

• Strategy and Project Management Provide overarching strategic support for the duration of this project, identifying the most effective communications channels to reach Californians. Contractor shall be responsible for developing a timeline and work plan that can be scaled up and down within 24 hours, depending on weather patterns throughout the state, ensuring the budget is being used as strategically as possible.

Contractor shall be responsible for establishing, scheduling and managing a regular meet-ing schedule with OCPSC to check in on progress of deliverables and ensure work is pro-gressing as scheduled and delivering desired results. Contractor shall be responsible for taking notes at the meetings and circulating after the fact with any action items that were discussed.

• Social Marketing Campaign A multilingual marketing and advertising strategy and campaign that can quickly be de-ployed to reach California’s diverse communities. All tactics will need to be nimble and will need to ensure metrics can be tracked. It will be expected that performance updates will be provided weekly with recommendations for improvements. Engagement of influencers is encouraged.

• Content Development and Branding While there are some very initial elements for the CLCS initiative, contractors will be ex-pected to support brand build out, refinement and evolution. Creating a suite of assets, key messaging and building into the strategy a plan to amplify the brand throughout California as part of the ongoing initiative. This will require ongoing content creation that can be de-ployed through community partners, social, paid media, earned media, influencers, and events.

• Website Development Contractors will be required to develop a microsite that can serve as the hub for this initia-tive, share information about the loneliness epidemic, key messages for addressing it, events, and other tools and resources.

• Media Engagement Contractors shall be required to show how it will work with both general market and ethnic media to engage them in this initiative. This will require amplification of key messages about how Californians can address this crisis and the opportunities the campaign is providing to support ending the loneliness epidemic.

• Community Events/Sponsorships/Activations

In coordination with the Project Team, the Contractor shall develop a plan that supports regular, at minimum monthly, community service and engagement events. The state will work with the contractor to identify themes and partnership opportunities, but contractor will be expected to staff these events and manage all logistics and strategy for integrating them into the strategy. These events will be expected to be primarily on weekends when more Californians can partake and must include a service component. These events should be prioritized as over a third of the work required to see success in this initiative.

• Physical Materials Using approved branding and content, Contractor will produce complete tabling and out-reach kits, including but not limited to tablecloths, retractable banners, tabletop displays, print materials, interactive displays. Contractor will produce informational collateral for use by trusted messengers/stakeholders, including but not limited to flyers, postcards, stickers and posters. Translation in up to 14 languages may be required for some collateral. These will need to be moved throughout the state to support in-person activations.

Any creative assets or physical collateral developed will be owned by the State in perpetu-ity, ensuring the State can continue to use these materials moving forward.

• Additional Strategic Opportunities Contractor should identify any other suggested tactics they feel could be beneficial to this project and achieving the goals of OCPSC. This could include outlining a new approach to conducting this work, or a different and innovative partnership the state may not have con-sidered. In this section OCPSC is looking for and additional ideas respondents want to sug-gest that may not fit within the other identified sections of the scope and how the respond-ent believes they could be beneficial to the state.

• Reporting and Evaluation Contractor will provide weekly and monthly status reports, as well as a comprehensive final report. At the beginning of the contract, key performance indicators (KPIs) will be deter-mined, all weekly and monthly will track progress against those indicators as well as cap-ture work completed, upcoming deliverables and any strategic adjustments necessary to improve the quality of this effort. Contractor will provide event summaries and performance reports (including spending and progress towards KPIs) following all events/conferences and sponsorships.

Contractor will provide OCPSC with a final report, including but not limited to a summary of all work performed, all assets developed, insights into what worked and did not, and recom-mendations for future work.

1. METHODOLOGY / APPROACH TO WORK

The Proposer shall provide their methodology and approach to the work, identifying specific research methods that will be used as well as administrative and operational management expertise that will be employed in order to accomplish the tasks, deliverables, and milestones. The Proposer shall indicate the manner in which the skills developed in the Proposer’s previous related work experience will be applied to the work described in this project.

The contractor shall be required to identify who will serve in the following key roles for the duration of the project and explain how their prior experience will help with the deliverables outlined in this project.

Additional staff should be identified to ensure the project has the support necessary to successfully manage all deliverables outlined in the scope of work.

Project Manager Day-to-day lead on the project and main point of contact for OCPSC staff shall be responsible for attending meetings, soliciting approval on work plans and representing the projects in ongoing meetings. Also responsible for managing any subcontractors. Project Manager must be a member of the firm identified as the prime contractor.

Project Coordinator Responsible for assisting with account management and ensuring timelines are clear, deadlines are met, and reporting is submitted to OCPSC. Project Coordinator must be a member of the firm identified as the prime contractor.

Media Strategy Responsible for presenting and overseeing the media strategy for this project and reporting on key performance indicators weekly, monthly and in a comprehensive final report.

Creative Director Responsible for managing the creative process, incorporating feedback on direction and messaging from OCPSC and other stakeholders and subject matter experts to ensure final products are accurate and effective. Should be an experienced graphic designer and messaging strategist with over 5 years’ experience designing advertisements and collateral in multiple languages.

Media Relations Manager Responsible for overseeing rapid response media engagement throughout the project and ensuring ethnic media partners are included in media outreach and engaged throughout the project. Should have experience working with news media, including working with ethnic media.

Social Media Manager Responsible for overseeing social media strategy for owned state channels in coordination with the media strategy. Also responsible for managing any influencer engagements available for the campaign.

2. TASKS / DELIVERABLES

Task 1: Strategy and Project Management

1.1. Provide strategic overarching support for the duration of this project.

1.2. Develop campaign timeline for duration of project, building in flexibility to ensure work can be scaled up and down.

1.3. Develop a staffing plan to show how the project would be able to launch additional resources whenever necessary, including after hours, over the weekend or on holidays.

1.4. Project management plan with key personnel identified who will be managing all aspects of the project, key deliverables, timelines and reporting as well as plan for managing work orders and invoicing to ensure invoices can be paid quickly.

1.5. Facilitate regular meetings with OCPSC staff to manage project deliverables and timelines.

Task 2: Social Marketing Campaign

2.1. Multilingual, flexible social marketing strategy.

2.2. Ongoing presence on social and digital media to support key work, messages and calls to action for this initiative.

2.3. Identity strategy for securing the most effective added value opportunities.

Task 3: Content Development

3.1. Creative strategy incorporating the California Love, California Strong branding that can communicate with Californians about the importance of tackling the loneliness epidemic.

3.2. Strategy for soliciting and incorporating community feedback into creative both initially and on an ongoing basis to ensure assets resonate with intended audiences.

3.3. Creative assets for outreach campaigns include, but are not limited to digital, radio, social graphics, video for digital and social, search and print.

3.4. Ability to adapt assets into multiple languages.

3.5. Collateral for trusted messengers including, but not limited to, flyers, posters and door hangers.

3.6. Plan for ensuring the state can use creative assets in perpetuity, even after the conclusion of the contract.

Task 4: Website Development

4.1. Landing page for the campaign that directs people to resources and latest information on California Love, California Strong.

4.2. Websites need to be available in multiple languages to support California’s diverse communities.

4.3. Website must meet the standards and be in compliance with the State of California Web Content Accessibility Guidelines

4.4. Strategy for keeping the website up to date, ensuring it always has the latest information and resources available to communities and Californians in general.

Task 5: Media Engagement

5.1. Media engagement strategy for working with news media consistently for the duration of the initiative.

5.2. Rapid response plans for when there are community activations and other events related to the work of CLCS.

5.3. Strategy for engaging and using subject matter experts and trusted messengers as spokespeople for the campaign.

5.4. Strategy for engaging ethnic media to ensure these trusted community resources can keep their communities informed as well.

Task 6: Community Events/Sponsorships

6.1. Craft a robust event strategy with at least monthly events that support CLCS in communities all over the state.

6.2. Identify partnership opportunities for the CLCS initiative to partner with and manage those partnerships, including any partnership fees that would be required.

6.3. Provide plan for media engagement before, during and after the events.

6.4. Plan for a service component at every community event as a means for addressing social isolation.

6.5. Provide a recap after each event.

Task 7: Physical Materials

7.1. Utilize graphics, copy and other creative assets developed by the initiative to produce creative assets for two full tabling kits with creative assets for exhibiting at conferences/events in at least English and Spanish.

7.2. Develop and disseminate collateral for trusted messengers in at least English and Spanish.

7.3. Plan for ensuring the state can use creative assets in perpetuity, even after the conclusion of the contract.

Task 8: Reporting

8.1. Identify recommended key performance indicators for the campaign and recommendations for tracking them for the duration of the campaign. Key performance indicators should be disaggregated by geographic area, language and specific population to ensure the target audience is reached.

8.2. Weekly status reports that include key activities, deliverables and timelines for both the contractor and OCPSC team.

8.3. Monthly reports on projects, deliverables and metrics as well as analysis for how the campaign is measuring against key performance indicators.

8.4. The final report will indicate all work performed, all assets developed, an analysis of what worked and what didn’t, recommendations for future work and all campaign analytics.

3. WORK PLAN

The scope of work shall clearly identify a work plan and work schedule that will identify all major milestones, tasks, deliverables, and/or reports by which progress can be measured and payments made. The number of hours and dollars shall be identified next to each item. The completion timeframe for those items must also be identified. The work plan shall indicate how supervision and oversight will be conducted to ensure that the project will remain on schedule and that the distribution of the workload is appropriate.

Contingency Plan In the event of unforeseen circumstances that may impact the execution of this project, the Proposer shall implement a contingency plan that includes:

a. Identification of potential risks and their impact on project timelines and deliverables.

b. Strategies for risk mitigation, including alternative approaches and resource allocation.

c. Communication protocols to promptly inform stakeholders of any major changes or chal-lenges.

d. A detailed timeline for the activation of the contingency plan, including milestones and reassessment points.

THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK

4. WORK SCHEDULE

Task

Deliverable Target Date

1 Overall Project Management Plan with key deliverables, timelines, reporting, and related tasks

February 15, 2026

2 Social Campaign Begins no later than March 1, 2026

3 Content Development Completed no later than March 1, 2026. Refinement throughout contract.

4 Website Development March 1, 2026

5 Media engagement February 15, 2026

6 Community Events Beginning March 2026

7 Physical materials March 2026 8 Reporting Ongoing, with first report due

March 1, 2026

RESERVED FOR

ATTACHMENT 4 – CONTRACTOR SCOPE OF WORK

RESPONSE

*Note: Attachment 4 will become Attachment A1 for the awarded contract. See Attachment 4 for Contractor Scope of Work Template to be completed by Proposer.

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 $4,000,000.00.

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

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

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

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

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.

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.

RESERVED FOR

ATTACHMENT 5 – CONTRACTOR COST WORKSHEET

*Note: Attachment 5 will become Attachment B1 for the awarded contract. See Attachment 5 Contractor Cost Worksheet Template to be completed by Proposer.

EXHIBIT C – GENERAL TERMS AND CONDITIONS

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

THE REMAINDER OF THIS PAGE WAS INTENIONALLY LEFT BLANK

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 business (10) days of discovery of the problem. Within ten business (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 10 business days by Contractor and State employees normally responsible for the administration of this Agreement shall be brought to the attention of the Executive Officer 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 deliv-erables 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 asso-ciated Agreement documents with the Contractor to ensure understanding of the re-sponsibilities of both parties.

c. LCI shall provide timely review and approval of the information and documentation pro-vided 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 de-liverable expectations.

e. LCI shall provide sufficient access to appropriate levels of staff, other users, and depart-ment 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 and 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 Ex-hibit 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 sta-tus, 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’s property prior to expiration or termination of the Agree-ment 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. The 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 stand-ards shall be approved by the LCI Contract Manager

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

3. If LCI does not accept the deliverable(s) or services in this Agreement, payment for the de-liverable(s)/services shall be withheld by LCI and the Contractor will be notified. The Con-tractor 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 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 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 na-ture 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.

http://www.dgs.ca.gov/

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 Contractor a notice that the Agreement will be terminated. The stop-work order will be in effect from the date of the order 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 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 both the LCI project representative and contract officer for review, approval, and processing. 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.

5. A change to the term start or 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 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 Office of Land Use and Climate Innovation / Strategic Growth Council, 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…