EXHIBIT A – SCOPE OF WORK

A. BACKROUND

The Governor’s Office of Land Use and Climate Innovation (LCI), formerly the Governor’s Office of Planning and Research (OPR), 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.

California is the nation’s most strategically significant defense state, home to more military installations, test ranges, research centers, and mission-critical support corridors and activities than any other state. These serve as a critical platform for national defense operations across the Pacific and U.S. force projection globally. More than 30 military installations across California support national defense missions that rely heavily on surrounding community infrastructure.

The military installations that enable these missions depend on complex, off-base systems such as energy, water, transportation, ports, communications, and emergency services, that are owned, operated, or regulated by state and local partners. When these community systems are stressed or disrupted, installation readiness and mission continuity capabilities can be affected. Thus, strengthening military readiness requires strengthening coordination between military installations and the communities and institutions that support them.

LCI’s, through its Military Affairs program, serves as the State of California’s designated liaison with the U.S. Department of Defense on matters related to land use compatibility, infrastructure resilience, energy coordination, and installation readiness. In this role, LCI works with state agencies, military installations, regional partners, and local governments to support effective coordination and planning at the intersection of military missions and civilian systems.

The California Military Installation Readiness (CalMIR) initiative is a new statewide effort intended to strengthen coordination between military installations and the communities and systems that support them. CalMIR aims to focus on improving shared understanding of how community infrastructure, governance structures, and intergovernmental coordination contributes to the State’s ability to support homeland defense, respond to disruptions, and sustain military operations during emergencies.

The initial phase of CalMIR is capacity building in nature. Rather than implementing capital projects or resolving specific infrastructure deficiencies, this phase focuses on establishing coordination structures, critical infrastructure working groups, and shared planning frameworks. Through partner engagement, cross sector working groups, and tabletop exercises, CalMIR seeks to help identify priority assets, clarify roles and responsibilities across levels of government, assess where communities have decision making authority and operational bandwidth, and surface gaps or dependencies that may affect readiness.

CalMIR is funded by the U.S. Department of Defense Office of Local Defense Community Cooperation Installation Readiness program, which supports states and communities in working collaboratively with military installations to address factors that may affect installation readiness and mission continuity. Consistent with this approach, CalMIR emphasizes planning, coordination, and shared understanding between military and civilian partners, rather than the direct implementation of infrastructure projects or operational solutions.

B. PURPOSE

The purpose of this contract is for the Contractor to support the State of California, through LCI’s Military Affairs program, in executing the initial implementation of a CalMIR initiative.

The Contractor shall provide support for coordination activities, working group design, tabletop exercise planning and documentation, and preparation of required questionnaires and reports/summaries that support military installation community readiness coordination. This effort will support LCI in developing and documenting an initial framework for military installation-community readiness coordination, informed by partner engagement, working groups, and tabletop exercises, to help guide future statewide implementation. The results of this contract-supported work are expected to help inform the foundation for a long-term, statewide installation readiness initiative.

The work supported under this contract is intended to highlight conditions, inform planning, and strengthen intergovernmental coordination. It is not intended to independently solve infrastructure or defense challenges. Findings from this effort will help the State and its partners better understand interdependencies between military installations and civilian systems and inform future approaches to preparedness, readiness, and coordinated response.

C. Objective The work to be performed under this Agreement shall be in accordance with LCI’s RFP solicitation #SPPD25020 and this Agreement. The Contractor shall provide the services in the Scope of Work described herein.

D. Location of Services Services shall be performed during LCI 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/near one or more military installations and/or LCI’s office located at 1400 Tenth Street, Sacramento, CA 95814.

E. Term of Agreement The term of this agreement will begin July 20, 2026, or once it has been signed by all parties, including Department of General Services approval, and continue through July 20, 2027.

The Contractor shall not be authorized to commence performance of services or deliver goods described in this Agreement prior to the Start Date of a fully executed contract. 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 $304,897.00 (Three hundred four thousand eight hundred ninety-seven dollars and zero cents).

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: To be determined To be determined

Address: 1400 Tenth Street Sacramento, CA 95814

To be determined

Phone: To be determined To be determined

Email: To be determined To be determined

H. SCOPE OF WORK

All external communications, outreach, and engagement will be approved by LCI.

All activities described below will be performed in close coordination with the LCI’s Military Affairs program. LCI retains strategic leadership, decision-making authority, and primary responsibility for engagement with the military, state agencies, and external partners. The Contractor’s role is to provide planning, coordination support, and documentation services in support of LCI-led efforts. The Contractor shall:

• Support the implementation of the CalMIR program by assisting LCI with tabletop exercise design and execution, stakeholder coordination, working group design/launch, and preparation of required questionnaires and reports.

• Provide research, structure, documentation, and technical support, while LCI leads strategy, relationships, and final approvals.

This Agreement focuses on supporting the initial implementation phase of the CalMIR initiative.

The scope of work is limited to tabletop exercise design and execution, stakeholder coordination, working group design/launch, and preparation of required questionnaires and reports/summaries. Activities associated with program administration, staffing, grant management, project implementation, or geospatial platform development are outside the scope of this contract.

The Contractor shall support LCI in advancing CalMIR’s capacity-building phase by assisting with coordination activities, working group design, tabletop exercise planning and documentation; developing briefing materials, presentations, and communication; and preparing required questionnaires and reports/summaries. The scope of work focuses on establishing coordination structures for the working group model, to include: clarifying roles and responsibilities, documenting shared understanding, and identifying priority considerations related to military installation readiness and supporting community infrastructure.

All external communications, convenings, and engagement with military installations, state agencies, regional entities, and local governments will be conducted under LCI direction and approval. The Contractor shall prepare draft materials, presentations, communication materials, summaries, and reports for LCI review. Final decisions regarding content, messaging, sequencing, and distribution remain with LCI.

1. Tasks TASK 1 — Tabletop Exercise Design, Execution, & Documentation Support The Contractor will design, organize, and lead a tabletop exercise that explores hazards, infrastructure interdependence, and coordination roles among participating partners. Activities will be directed by LCI. The Contractor will coordinate and conduct briefings with relevant partners, lead a kick-off meeting, execute a tabletop exercise event, and conduct a hotwash/debriefing session. The tabletop exercise must be held within the first four (4) months of the contract. LCI has already identified an installation, potential topics, some participants, and has determined some structural elements for the tabletop.

Intent of Task 1:

Generate insights that inform statewide resilience priorities and strengthen coordinated decision-making for future investment and response actions. Document coordination roles, responsibilities, interdependencies, and lessons learned to support shared understanding and future readiness planning.

LCI Approval:

All exercise plans, scenarios, and products require LCI approval prior to finalization or distribution.

Deliverables (subject to LCI refinement)

• Tabletop exercise design and execution package, including defined objectives, proposed participants, scenario details, facilitation approach, ground rules, agendas, and supporting material

• Documentation of exercise outcomes and recommended follow-on actions o Specifically, a tabletop exercise After-Action Report that reiterates objectives, lists participants, documents scenario(s) and ground rules, summarizes actions taken, provides lessons learned, and recommends specific follow-on actions

TASK 2 — Contact Development & Coordination Support The Contractor will assist LCI in organizing and strengthening coordination among military, state, regional, and local partners involved in installation resilience. This support shall include, but is not limited to: conducting initial outreach, collecting, verifying/validating, and refining contact information; confirming coordination relevance; preparing reference materials; and recommending basic coordination systems.

Contractor will coordinate with military installations and defense partners, as directed by LCI, to support information sharing, facilitate participation in working groups, and inform follow-on coordination activities.

Intent of Task 2:

Establish a verified foundation of key points of contact for program coordination activities, the tabletop exercise, and working groups.

LCI Approval:

All proposed contact categories, communication approaches, and materials will be submitted to LCI for review and approval prior to any use.

Deliverables (subject to LCI refinement)

• Contact list(s) and documentation of the proposed organization structure o List(s) of California military and defense leadership and personnel contacts address-ing land use compatibility, extreme weather and natural events, and critical infra-structure in support of military installations o List(s) of State of California agencies, initiatives, leadership, and personnel contacts working on land use compatibility, extreme weather and natural events, critical infra-structure, and disaster response o The consolidated contact list(s) shall be developed in a structured and operational Microsoft Excel format suitable for ongoing updates and coordination tracking.

Specific data fields, categorization schema, and formatting standards will be refined collaboratively with LCI during the early phase of implementation to ensure alignment with program needs and long-term usability.

• Support documentation describing the proposed organization structure and coordina-tion, and contact management, aligned with LCI direction.

TASK 3 — Working Group Setup & Launch The Contractor will define, develop, and document the structure, mission, goals, and objectives of working groups and the broader statewide coordination effort. The Contractor will plan and coordinate the launch of initial group(s), with first working group meeting(s) to be held before the conclusion of the contract. Support from the Contractor shall include, but is not limited to:

development of high-level coordination models, recommendations for relevant participants, meeting preparation assistance, logistics coordination, leadership briefing material preparation, and documentation of discussions and emerging priorities.

Intent of Task 3:

Provide the structure and reference materials needed to help partners identify shared priorities, strengthen communication, and align mission-relevant readiness planning.

LCI Approval:

All working group frameworks, materials, and documentation approaches must be reviewed and approved by LCI in advance of any outward facing communications being sent out.

Deliverables (subject to LCI refinement)

• High-level working group structure and reference materials

• Documentation support for initial working group activities

TASK 4 — Performance Measures Questionnaire & Executive Summary The Contractor shall complete a required performance measures questionnaire (PMQ) and prepare a summary report associated with CalMIR implementation to inform state-wide efforts and strategies for scalability. This is separate from administrative reporting. The PMQ will be provided to the Contractor to complete near the conclusion of the contract.

Intent of Task 4:

Document program outcomes, coordination effectiveness, lessons learned, and readiness-related considerations for the three tasks above and as otherwise directed in a manner that satisfies reporting requirements and supports LCI’s oversight, accountability, and future planning.

LCI Approval:

All products developed under this task shall be submitted to LCI for review and approval prior to submission to any external entity or public release.

Deliverables (subject to LCI refinement):

• Completed performance measures questionnaire inputs

• Brief Executive Summary of several pages explaining the State’s approach, methodology, outcomes, benefits, and identifying high-level findings and recommendations

2. Deliverables Deliverables will be finalized by LCI following contract award to ensure alignment with stakeholder priorities and evolving program needs. All deliverables must be submitted to LCI for review and approval prior to finalization (i.e., prior to the target timing end date in the table below).

Task Deliverable (Outcome-Based) Target Timing

Task 1 Tabletop exercise design materials, execution, and documentation of exercise outcomes

July 20, 2026 – Oct. 20, 2026

Task 2 Verified and organized contact information supporting LCI-led coordination

July 20, 2026 - May 31, 2027

Task 3 Working group structure, launch, and supporting materials

July 20, 2026 – Feb. 28, 2027

Task 4 Performance Measures Questionnaire and Executive Summary

Throughout the project with a June 20, 2027 end date

Notes:

• External deadlines constrain the timeframe for this project, providing limited flexibility.

• Deliverable content, sequencing, and timing may be refined by LCI throughout the project.

• Additional deliverables may be identified in coordination with LCI to ensure successful imple-mentation and statewide scalability.

• Any products developed by the contractor will be submitted in draft form to LCI for review and approval.

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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 Response 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 $304,897.00 (Three hundred four thousand eight hundred ninety-seven dollars and zero 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

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.

Programmatic changes that do not result in monetary impacts may be agreed to in writing by the LCI Contract Manager and Contractor’s Project Manager without a formal amendment.

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 or less, whichever is the lesser. However, the written approval of the Contract Manager and the LCI Contracts Officer is required. 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.

E. INDIRECT COSTS

No indirect costs for contractors or subcontractors are allowed on this award.

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

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

EXHIBIT D – SPECIAL TERMS AND CONDITIONS

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

B. Settlement of Disputes

1. In the event of a dispute, Contractor shall file a “Notice of Dispute” with LCI within ten (10) business days of discovery of the problem. Within ten (10) business 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 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 if LCI requires the Contractor to be 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.

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 Attachment 3/Attachment A1, Ex-hibit A – Scope of Work, at the rates indicated in Exhibit B1 – 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 to 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 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 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.

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.

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

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 DGS, 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 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 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 Department 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 or less, whichever is the lesser. However, the written approval of the Contract Manager listed in Exhibit A – Scope of Work, and LCI Contracts Office is required. All other budget revisions are subject to a formal amendment process. All amendment and budget revision requests are to be determined at the discretion of LCI Contracts Office.

4. A change to the total agreement amount, whether reducing or increasing, would warrant a formal amendment. A change to the term start and end dates, would warrant a formal amendment. Amendments may be subject to DGS review and 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, 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) Sections 10367 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,…