IFB-Sound_System-Livestock_2027-2029_-_Final.pdf

CALIFORNIA EXPOSITION & STATE FAIR

1600 Exposition Boulevard Sacramento, CA 95815 State of California Gavin Newsom, Governor

State of California California Exposition & State Fair

INVITATION FOR BID

SOUND SYSTEM RENTAL – LIVESTOCK EVENTS AND EXHIBITS

CSF-26-1102

September 30, 2026

You are invited to review and respond to this Invitation for Bid (IFB), entitled Sound System Rental – Livestock Events and Exhibits, #CSF-26-1102. In submitting your bid, you must comply with these instructions.

Note that all agreements entered into with the State of California will include by reference General Terms and Conditions and Contractor Certification Clauses.

In the opinion of the California Exposition and State Fair (Cal Expo), this IFB is complete and without need of explanation. However, if you have questions or should you need any clarifying information, please submit your questions to the email shown below. Answers to all questions will be compiled and posted.

Contracts/Procurement Manager California Exposition and State Fair

Contracts@calexpo.com

Please note that no verbal information given will be binding upon the State unless such information is issued in writing as an official addendum.

Thank you for your interest in the California Exposition and State Fair.

https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language?search=general%20terms mailto:Contracts@calexpo.com

Sound System Rental – Livestock Events and Exhibits, CSF-26-1102

A. Purpose and Description of Services

The California State Fair is a large 17-day, multi-faceted, family-oriented event featuring an array of entertainment options and special attractions. The 2027 California State Fair will be held September 17, 2027 through October 3, 2027, dates will be similar for future State Fairs.

Services of an experienced sound contractor who employs trained and qualified personnel and provides industry standard professional sound systems are an integral part of the overall success of the California State Fair.

The following specifications are based upon events currently scheduled at the California State Fair at the various venues. Although Cal Expo attempts to be as specific as possible, the successful bidder must be aware that additional equipment such as microphones, cords, cables and stands may be required to support a particular event.

Contractor agrees to provide and operate, on a rental basis, industry standard professional sound systems as described in this agreement.

1. Contractor’s bid amount shall include all labor (including all logistical moves and changes during installation and set-up) equipment, supplies, materials, and incidentals required to provide the services described, including but not limited to dimming and control, cable, rigging, power distribution, instruments and perishables.

2. Contractor shall provide all equipment required for installation, load-in, load-out, operation, and maintenance of sound system. This includes all equipment required for reaching high ceilings, support grids, poles, etc. Cal Expo will not provide scaffolding, boom lifts, forklifts or any other equipment.

3. All equipment must bear company identification without exception.

4. Contractor shall provide Cal Expo, in advance, with a detailed inventory of equipment used on-site including identification or serial numbers.

5. Contractor agrees to provide reasonable special equipment, upon request of

Cal Expo, at short notice (within eight (8) hours).

6. There can be no patron accessibility to equipment and no interference with walkways, crossovers, exits, or fire lanes.

7. All equipment must have safety cable wherever possible.

8. Only minimal intrusion of sightlines is acceptable.

9. Control boards must be in lockable/moveable cases located at the sound mixing console at each venue unless otherwise noted.

10. Contractor is responsible for all power distribution with Cal Expo’s approval.

Contractor is responsible for determining available power and power requirements of each location.

11. Staff

a) Contractor shall provide all technical staff for load-in, load-out, operation, and maintenance of the sound systems.

b) Contractor shall provide a qualified technician to be on-site each morning for the first seven (7) days of the Fair to ensure that any problems are rectified immediately. Systems are to be self-operated.

12. Malfunctions of Equipment: Contractor must have the resources to ensure that any technical malfunctions are resolved before the start of each event, including those events that begin at 7:00 AM. In addition, if there are any malfunctions with the sound systems during operation, Contractor must rectify the malfunction within 30 minutes of being contacted by Cal Expo. If the equipment does not function properly to Cal Expo’s standards, Cal Expo may acquire equipment by another means. Contractor’s payment will be reduced for any equipment that is not functional and cannot be utilized by Cal Expo.

13. Transportation: Contractor shall provide transportation for equipment and personnel to and from the venue. The necessary ramps and/or lift gates for load-in and load-out shall be provided by the Contractor.

14. Sound Check: A successful sound check must be performed at every location with the final approval of Cal Expo by 6:00 PM on September 12, 2027. All 15 corrections to sound check inspection must be completed no later than 12:00 noon on September 16, 2027. Future dates for future State Fairs to be determined.

15. Subcontracting: No subcontracting is allowed under this agreement.

16. Contractor shall supply all cabling and rigging needed to meet the specifications of this agreement.

17. Cal Expo does not have responsibility for loss or damage to Contractor’s property arising from causes beyond the control of Cal Expo.

18. Rental Period: The rental period is September 16, 2026, through October 3, 2027 for the 2027 State Fair and subsequent State Fair rental periods will be similar.

19. Set-up and Removal of Equipment: Load-in of all sound equipment may begin

September 9, 2027, and must be completed and ready for use no later than 12:00 noon, September 16, 2027. Removal of equipment may begin after 10:00 PM., October 3, 2027, and must be complete no later than 5:00 PM, October 5, 2027. Subsequent State Fair set-up and removal of equipment will be similar.

20. California State Fair Hours: Monday through Thursday, 4:00 PM until 10:00 PM, Friday, Saturday and Sunday, 10:00 AM until 11:00 PM.

21. Equipment

a) Contractor agrees to provide the sound systems as described in this IFB.

b) All sound systems must be capable of delivering clear intelligible audio throughout the entire venue that is adequate for patrons in all designated seating and standing viewing areas.

c) All equipment must operate satisfactorily with A.C. power can that be expected to fall in the range of 105-130V.

d) Speakers and wiring must be installed in a manner that does not pose a safety hazard to the general public or the persons performing the exhibits, competitions and demonstrations. In all cases, except as noted, speakers must be flown from existing or installed structure.

e) Dirt and dust are present in the areas where the sound systems are to be installed and temperatures are expected to fall between 75- and 110-degrees Fahrenheit. Equipment must be able to operate in such conditions.

This may mean additional, unexpected and/or unplanned service, maintenance and repair work at the Contractor’s expense. Equipment must be packaged in a neat and orderly manner (racks and enclosures). Loose equipment is vulnerable to damage from patrons and livestock and is not acceptable.

f) Sound volume is specified at 12dB above ambient acoustic levels in all arenas mid-way back in audience coverage areas.

g) Sound system power bandwidth is 100Hz – 12 kHz for all areas. PA

“trumpet” style horns are not acceptable. Speakers may be full range or bi-amped provided they can meet the system performance specification.

h) Wireless microphones must be of the professional type, diversity receivers, able to operate in a very crowded R.F. environment and able to endure three weeks of continuous usage without failure, including headsets.

i) Many systems are operated in or close to metal sheathed buildings.

Systems must have good multi-path rejection performance and XLR balanced outputs. Additionally, due to distances and interfering structures, long range directional antenna systems have proven necessary in the past for system 5.

j) Contractor agrees to provide complete and adequate sound systems to the satisfaction of Cal Expo. Prior to the start of the rental period, Cal Expo may request, upon giving five (5) days notice, an inspection of Contractor’s equipment to ensure that the required equipment is available for Cal Expo’s use. If Contractor’s equipment does not meet Cal Expo’s specifications, it will constitute a breach and Cal Expo may terminate the agreement.

22. Equipment: The following equipment will be provided:

SYSTEM #1 (BARN L1 Beef and Dairy Cattle Judging Arena)

Arena size Approx. 200’ x 140’ (see attached diagram) Sound Coverage: 270 degrees to all areas 24 feet beyond arena rails plus Arena fills Speaker Installation Type: Distributed full range flown cabinets (a minimum of 12 cabinets used), approx 2500 watts RMS Method of Installation: Flown from existing steel Tele-Strut grid, 10-12 feet above raised arena surface. No ground support of speakers is allowed.

Mixer: 4 channels with XLR balanced mic-line inputs Microphones: 1 XLR balanced dynamic vocal microphone w/ switch for use with installed system 1 XLR balanced dynamic vocal microphone w/ switch for use with building paging system Equalization: 1/3 octave Compressor/Limiter: As required to insure no damage to speakers due to restricted access during fair operating hours.

Microphone Stands: 2 desk type stands with clips.

Wireless Microphones: 1 Hand Held system with adequate supply of batteries for entire run of the fair.

Playback: 1 CD player or 1/8 “ MP-3 input and cable as directed by Cal Expo Headphones: None Cables and Supplies: All cables and supplies Special Conditions: Ambient noise is extremely high and distracting.

Sound must cut through this condition.

SYSTEM #2 (BARN L2 Sheep and Goat Judging Arena)

Arena Size: Approx. 80’ x 100’ (see attached diagram) Sound Coverage: Approx. 270 degrees to all areas 24 feet beyond arena rails.

Speaker Installation Type: Distributed full range flown cabinets (a minimum of 6 cabinets used.)

Method of Installation: Flown from existing steel Tele-Strut grid, 10-12 feet above raised arena surface. No ground support of speakers is allowed.

Mixer: 4 channels with XLR balanced mic-line inputs Equalization: 1/3 octave Compressor/Limiter: As required to insure no damage to speakers due to restricted access during fair operating hours.

Microphones: 1 XLR balanced dynamic vocal microphone w/ switch for use with installed system 1 XLR balanced dynamic vocal microphone w/ switch for use with building paging system Microphone Stands: 2 desk type stands with clips Wireless Microphones: 1 Hand Held system with adequate supply of batteries for entire run of the fair Playback: 1 CD Player or 1/8 “ MP-3 input and cable as directed by Cal Expo Headphones: None Special Conditions: Ambient noise is extremely high and distracting.

Sound must cut through this condition

SYSTEM #3 (BARN L3 Hog Judging Arena)

Arena Size: Approx. 80’ x 80’ (see attached diagram) Sound Coverage: Approx. 180 degrees to all areas a minimum of

24 feet beyond arena rails.

Speaker Installation Type: Distributed full range flown cabinets (between 2 & 4 cabinets used past 3 years) Method of Installation: Flown from existing aluminum tent truss, 10-12 feet above raised arena surface. No ground support of speakers is allowed.

Mixer: 4 channels with XLR balanced mic-line inputs Equalization: As required to achieve acceptable performance – determined by Cal Expo.

Compressor/Limiter: As required to insure no damage to speakers due to restricted access during fair operating hours.

Microphones: 1 XLR balanced dynamic vocal microphone w/ switch for use with installed system 1 XLR balanced dynamic vocal microphone w/ switch for use with building paging system Microphone Stands: 2 desk type stands with clips Wireless Microphones: 1 Hand Held system with adequate supply of batteries for entire run of the fair.

Playback: None Headphones: None Special Conditions: Ambient noise is extremely high and distracting.

Sound must cut through this condition.

SYSTEM #4 (California’s Kitchen, Building B)

Exhibit Size: Approx. 70’ x 20’ Sound Coverage: Approx. 120 degrees to all areas 24 feet beyond demo counter.

Speaker Installation Type: Distributed foreground type speakers Method of Installation: Speakers to be mounted to exhibit structure in unobtrusive Manner. No ground support of speakers is allowed.

Mixer: 6 channels with XLR balanced microphone inputs, Equalization: As required to achieve acceptable performance – determined by Cal Expo.

Compressor/Limiter: As required to insure no damage to speakers due to restricted access during fair operating hours.

Microphones: 1 XLR balanced dynamic vocal microphone w/ switch for use with installed system Microphone Stands: None Wireless Microphones: 3 Bodypack systems (supply both Lav and headset elements), 1 handheld system, with adequate supply of batteries for entire run of the fair.

Playback: USB Interface with a 1/4 “cable connected (for playback from computer laptop source).

Headphones: None

SYSTEM #5 (Taste of California Classroom, Building B)

Exhibit Size: 28’ wide x 12’ deep Sound Coverage: Approx. 120 degrees to all areas, 24 feet beyond demo counter Speaker Installation Type: Distributed foreground type speakers Method of Installation: Speakers to be mounted to exhibit structure in unobtrusive manner. Ground support of speakers acceptable.

Mixer: 6 channels with XLR balanced microphone inputs Equalization: As required to achieve acceptable performance – determined by Cal Expo.

Compressor/Limiter: As required to ensure no damage to speakers due to restricted access during fair operating hours.

Microphone: None Microphone Stands: None Wireless Microphones: 3 body pack systems (supply both Lavaliere and headset elements), 1 handheld system, with adequate supply of batteries for entire run of fair.

Playback: 1 Aux input jack and cable compatible with playback from computer laptop source

Headphones: None

23. Term: Term of this agreement will be September 1, 2027 through October 31, 2029.

24. Payment: Contractor will be paid, in arrears, upon satisfactory completion of services and approval of invoices submitted.

B. Bidder Minimum Qualifications

1. Bidders must have a minimum of three (3) years experience providing sound equipment and services to venues similar to those at the California State Fair.

2. Bidders must have trained staff to operate all required equipment.

3. Bidders must provide not less than three (3) references where services, as described in this IFB, have been provided to venues similar to those at the California State Fair within the last five (5) years (see Attachment 2).

References will be checked by Cal Expo staff to verify services provided were the same as those described in this IFB and that the references are positive.

Not meeting this qualification shall be grounds for rejection of the bid.

C. Bid Requirements and Information

1. Key Action Dates

Event Date

Bid Published September 30, 2026

Questions Due Date October 6, 2026, 5 PM

Answers Provided Date (if applicable) October 8, 2026

Final Date for Bid Submission October 14, 2026, 4 PM

Proposed Award Date (tentative) Week of October 19, 2026

2. Submission of Bid:

a) All bids must be submitted via email to the email address below by dates and times shown in Section C, Bid Requirements and Information, Item 1.

contracts@calexpo.com

Contract/Procurement Manager California Exposition & State Fair

IFB # CSF-26-1102

Sound System Rental – Livestock Events and Exhibits mailto:contracts@calexpo.com

b) All bids shall include the documents identified in Section E. Bids not including the proper "required attachments" shall be deemed non-responsive. A non-responsive bid is one that does not meet the basic bid requirements.

c) All documents requiring a signature must bear an original signature of a person authorized to bind the bidding firm.

d) Bids must be submitted for the performance of all the services described herein. Any deviation from the work specifications will not be considered and will cause a bid to be rejected.

e) A bid may be rejected if it is conditional or incomplete, or if it contains any alterations of form or other irregularities of any kind. Cal Expo may reject any or all bids and may waive an immaterial deviation in a bid. Cal Expo’s waiver of an immaterial deviation shall in no way modify the IFB document or excuse the bidder from full compliance with all requirements if awarded the agreement.

f) Costs incurred for developing bids and in anticipation of award of the agreement are entirely the responsibility of the bidder and shall not be charged to Cal Expo.

g) An individual who is authorized to bind the bidder contractually shall sign the Bid/Bidder Certification Sheet. The signature should indicate the title or position that the individual holds in the firm. An unsigned bid may be rejected.

h) A bidder may modify a bid after its submission by withdrawing its original bid and resubmitting a new bid prior to the bid submission deadline. Bidder modifications offered in any other manner, oral or written, will not be considered.

i) A bidder may withdraw its bid by submitting a written email withdrawal request to Cal Expo at contracts@calexpo.com. A bidder may submit a new bid prior to the bid submission deadline. Bids may not be withdrawn without cause subsequent to bid submission deadline.

j) Cal Expo may modify the IFB prior to the date fixed for submission of bids by the issuance of an addendum to all parties who received a bid package.

k) Cal Expo reserves the right to reject all bids. Cal Expo is not required to award an agreement.

l) Before submitting a response to this solicitation, bidders should review, correct all errors and confirm compliance with the IFB requirements.

mailto:contracts@calexpo.com

m) Where applicable, bidder should carefully examine work sites and specifications. Bidder shall investigate conditions, character, and quality of surface or subsurface materials or obstacles that might be encountered.

No additions or increases to the agreement amount will be made due to a lack of careful examination of work sites and specifications.

n) Cal Expo does not accept alternate contract language from a prospective contractor. A bid with such language will be considered a counter proposal and will be rejected. The State’s General Terms and Conditions (GTC) are not negotiable.

o) No oral understanding or agreement shall be binding on either party.

3. Evaluation and Selection

a) At the time of bid opening, each bid will be checked for the presence or absence of required information in conformance with the submission requirements of this IFB.

b) Cal Expo will evaluate each bid to determine its responsiveness to the published requirements.

c) Bids that contain false or misleading statements, or which provide references, which do not support an attribute or condition claimed by the bidder, may be rejected.

d) Award, if made, will be to the lowest responsive responsible bidder.

4. Award and Protest

a) Whenever an agreement is awarded under a procedure, which provides for competitive bidding, but the agreement is not to be awarded to the low bidder, the low bidder shall be notified email, or personal delivery five (5) working days prior to the award of the agreement.

b) Upon written request by any bidder, notice of the proposed award shall be posted in a public place in the office of the awarding agency at least five (5) working days prior to awarding the agreement.

c) If any bidder, prior to the award of agreement, files a written protest with the

Department of General Services, Office of Legal Services, 707 Third Street, 7th Floor, Suite 7-330, West Sacramento, CA 95605 and Cal Expo on the grounds that the (protesting) bidder is the lowest responsive responsible bidder, the agreement shall not be awarded until either the protest has been withdrawn or the Department of General Services has decided the matter.

d) Within five (5) days after filing the initial protest, the protesting bidder shall file with the Department of General Services and Cal Expo a detailed written statement specifying the grounds for the protest. The written protest must be sent to the Department of General Services, Office of Legal Services, 707 Third Street, 7th Floor, Suite 7-330, West Sacramento, California 95605. A copy of the detailed written statement should be mailed to Cal Expo. It is suggested that you submit any protest by certified or registered mail.

e) Upon resolution of the protest and award of the agreement, Concessionaire must complete and submit to the awarding agency the Payee Data Record (STD 204) to determine if the Concessionaire is subject to state income tax withholding pursuant to California Revenue and Taxation Code sections 18662 and 26131.

No payment shall be made unless a completed STD 204 has been returned to the awarding agency.

f) Upon resolution of the protest and award of the agreement, Concessionaire must sign and submit to Cal Expo page one (1) of the Contractor Certification Clauses (CCC 04/2017). This document is only required if the bidder has not submitted this form to Cal Expo within the last three (3) years.

5. Disposition of Bids

a) Upon bid opening, all documents submitted in response to this IFB will become the property of Cal Expo and will be regarded as public records under the California Public Records Act (Government Code Section 6250 et seq.) and subject to review by the public.

6. Agreement Execution and Performance

a) Performance shall start not later than express date set by the awarding agency and the Contractor, after all approvals have been obtained and the agreement is fully executed. Should the Contractor fail to commence work at the agreed upon time, Cal Expo, upon five (5) days written notice to the Contractor, reserves the right to terminate the agreement. In addition, the Contractor shall be liable to Cal Expo for the difference between Contractor's bid price and the actual cost of performing work by the second lowest bidder or by another contractor.

b) All performance under the agreement shall be completed on or before the termination date of the agreement.

D. Preference Programs

This IFB includes the Small Business Preference. Complete information can be found at https://caleprocure.ca.gov/pages/sbdvbe-index.aspx.

https://www.dgs.ca.gov/SearchResult?search=STD%20204&divisionid= https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language?search=contractor%20certification%20clause https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language?search=contractor%20certification%20clause https://caleprocure.ca.gov/pages/sbdvbe-index.aspx

E. Required Attachments

A complete bid package will consist of the items identified below. For your bid to be responsive, all required attachments must be returned

Attachment Attachment Name/Description

Attachment 1 Bid/Bidder Certification Sheet

Attachment 2 Bidder References

Attachment 3 Cost Sheet

Attachment 4 Civil Rights Laws Certification (over $100K)

ATTACHMENT 1

BID/BIDDER CERTIFICATION SHEET

This Bid/Bidder Certification Sheet must be signed and returned along with all the "required attachments" as an entire package with original (electronic) signatures.

A. Place all required attachments behind this certification sheet.

B. The signature affixed hereon and dated certifies compliance with all the requirements of this bid document. The signature below authorizes the verification of this certification.

An Unsigned Bid/Bidder Certification Sheet May Be Cause For Rejection

1. Company Name 2. Telephone Number 2a. Fax Number

3. Address

Indicate your organization type:

4. Sole Proprietorship 5. Partnership 6. Corporation Indicate the applicable employee and/or corporation number:

7. Federal Employee ID No.

8. California Corporation No.

9. Indicate applicable license and/or certification information:

10. Bidder’s Name (Print) 11. Title

12. Signature 13. Date

14. Are you certified with the Department of General Services, Office of Small Business

Certification and Resources (OSBCR) as:

a. California Small Business

Yes No If yes, enter certification number:

b. Disabled Veteran Business Enterprise Yes No

If yes, enter your service code below:

NOTE: A copy of your Certification is required to be included if either of the above items is checked “Yes”.

Date application was submitted to OSBCR, if an application is pending:

Completion Instructions for Bid/Bidder Certification Sheet

Complete the numbered items on the Bid/Bidder Certification Sheet by following the instructions below.

Item Numbers

Instructions

1, 2, 2a, Must be completed. These items are self-explanatory.

Check if your firm is a sole proprietorship. A sole proprietorship is a form of business in which one person owns all the assets of the business in contrast to a partnership and corporation. The sole proprietor is solely liable for all the debts of the business.

Check if your firm is a partnership. A partnership is a voluntary agreement between two or more competent persons to place their money, effects, labor, and skill, or some or all of them in lawful commerce or business, with the understanding that there shall be a proportional sharing of the profits and losses between them. An association of two or more persons to carry on, as co-owners, a business for profit.

Check if your firm is a corporation. A corporation is an artificial person or legal entity created by or under the authority of the laws of a state or nation, composed, in some rare instances, of a single person and his successors, being the incumbents of a particular office, but ordinarily consisting of an association of numerous individuals.

7 Enter your federal employee tax identification number.

Enter your corporation number assigned by the California Secretary of State’s Office. This information is used for checking if a corporation is in good standing and qualified to conduct business in California.

Complete, if applicable, by indicating the type of license and/or certification that your firm possesses and that is required for the type of services being procured.

10, 11, 12, 13

Must be completed. These items are self-explanatory.

If certified as a California Small Business, place a check in the "Yes" box, and enter your certification number on the line. If certified as a Disabled Veterans Business Enterprise, place a check in the "Yes" box and enter your service code on the line. If you are not certified to one or both, place a check in the "No" box. If your certification is pending, enter the date your application was submitted to OSBCR.

ATTACHMENT 2

BIDDER REFERENCES

Submission of this attachment is mandatory. Failure to complete and return this attachment with your bid will cause your bid to be rejected and deemed non-responsive.

List below three references for services performed within the last five years, which are similar to the scope of work to be performed in this agreement.

REFERENCE 1

Name of Firm Street Address City State Zip Code Contact Person Telephone Number Dates of Service Value or Cost of Service Brief Description of Service Provided

REFERENCE 2

Street Address City State Zip Code Contact Person Telephone Number

REFERENCE 3

Street Address City State Zip Code Contact Person Telephone Number

IFB # CSF-26-1102, Auxiliary Equipment Rental

ATTACHMENT 3

COST SHEET

Name of Bidder:

Signature of Bidder:

Bidder agrees to furnish all labor, materials, tools and equipment necessary to accomplish the work in accordance with the specifications herein for amounts as follows. Bids are based on services for the 2027, 2028 and 2029 State Fair.

System #1 (Barn L1) .......................................... $________________

System #2 (Barn L2) .......................................... $________________

System #3 (Barn L3) .......................................... $________________

System #4 (California’s Kitchen) ........................ $________________

System #5 (Taste of California Classroom) ....... $________________

TOTAL BID $________________/yr.

TOTAL BID X 3 YRS $_________________

GRAND TOTAL

.......................................................................... (Basis for Award)

Sample Standard Agreement

General Terms and Conditions (GTC 02/2025)

1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services, if required. Contractor may not commence performance until such approval has been obtained.

2. AMENDMENT: 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. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties.

3. ASSIGNMENT: This Agreement is not assignable by the Contractor, either in whole or in part, without the consent of the State in the form of a formal written amendment.

4. AUDIT: Contractor agrees that the awarding department, the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896).

5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Contractor in the performance of this Agreement.

6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any dispute.

7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand.

8. INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State.

9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code §12205).

10. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its subcontractors shall not deny the contract’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-11139.5), and the regulations or standards adopted by the awarding state agency to implement such article. Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause.

Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.)

Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement.

11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 04/2017 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto.

12. TIMELINESS: Time is of the essence in this Agreement.

13. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided.

14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the State of California.

15. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections set out below.

a. The Government Code Chapter on Antitrust claims contains the following definitions:

1) “Public purchase” means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code.

2) "Public purchasing body" means the State or the subdivision or agency making a public purchase. Government Code Section 4550.

b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder. Government Code Section 4552.

c. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553.

d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or

(b) the assignee declines to file a court action for the cause of action. See Government Code Section 4554.

16. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of $100,000, the contractor acknowledges in accordance with Public Contract Code 7110, that:

a. The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and

b. The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.

17. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.

18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353.

19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING

REQUIREMENTS:

a. If for this Contract, Contractor made a commitment to achieve small business participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) report to the awarding department the actual percentage of small business participation that was achieved. (Govt. Code § 14841.)

b. If for this Contract, Contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) certify in a report to the awarding department: (1) the total amount the prime Contractor received under the Contract; (2) the name and address of the DVBE(s) that participated in the performance of the Contract; (3) the amount each DVBE received from the prime Contractor; (4) that all payments under the Contract have been made to the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt.

Code § 14841.)

20. LOSS LEADER: If this Contract involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business and Professions Code. (PCC 10344(e).)

21. GENERATIVE AI DISCLOSURE OBLIGATIONS:

a. The following terms are in addition to the defined terms and shall apply to the Contract:

1) “Generate AI (GenAI)” means an artificial intelligence system that can generate derived synthetic content, including text, images, video, and audio that emulates the structure and characteristics of the system’s training data (Gov. Code& 11549.64).

b. Contractor shall immediately notify the State in writing if it: (1) intends to provide

GenAI as a deliverable to the State; or (2), intends to utilize GenAI, including GenAI from third parties, to complete all or a portion of any deliverable that materially impacts: (i) functionality of a State system, (ii) risk to the State, or (iii) Contract performance. For avoidance of doubt, the term “materially impacts” shall have the meaning set forth in State Administrative Manual (SAM) § 4986.2 Definitions for GenAI.

c. Notification shall be provided to the State designee identified in this Contract.

d. At the direction of the State, Contractor shall discontinue the provision to the State of any previously unreported GenAI that results in a material impact to the functionality of the System, risk to the State, or Contract performance, as determined by the State.

e. If the use of previously undisclosed GenAI is approved by the State, then

Contractor will update the Deliverable description, and the Parties will amend the Contract accordingly, which may include incorporating the GenAI Special Provisions into the Contract, at no additional cost to the State.

f. The State, at its sole discretions, may consider Contractor’s failure to disclose or discontinue the provision or use of GenAI as described above, to constitute a material breach of Contract when such failure results in a material impact to the functionality of the System, risk to the State, or Contract performance. The State is entitled to seek any and all remedies available to it under law as a result of such breach, including but not limited to termination of the contract.

Special Terms and Conditions

1. GENERAL LIABILITY INSURANCE: At all times Contractor shall maintain at its own cost and expense commercial general liability insurance coverage with minimum limits of at least $1,000,000 per occurrence combined single limit for bodily injury and property damage and cover damages for bodily injury, property damage, personal injury liability, and products and completed operations liability. The general liability insurance coverage shall include the following provisions:

a. State of California, California Exposition & State Fair, its agents, officers, directors and employees are made additional insured but only insofar as the operations under this agreement are concerned.

b. Cal Expo shall not be responsible for the payment of any premiums or assessments on the policy.

c. Contractor shall submit insurance certificates to Cal Expo for approval by appropriate agencies prior to the commencement of operation on the premises.

At least thirty (30) days prior to the expiration of any policy, a new insurance certificate with renewal information shall be filed with Cal Expo. Contractor shall furnish Cal Expo a certified copy of the policy within ten (10) days upon request.

d. Certificate of Insurance and/or policy must cover for the term of the agreement including the period described as set-up and clean-up period, if any.

e. Contractor agrees that the liability insurance herein provided shall be in effect at all times during the term of this agreement. In the event said insurance coverage expires at any time or times during the term of this agreement, Contractor agrees to provide the California Exposition & State Fair, PO Box 15649, Sacramento, CA 95852, a new certificate of insurance evidencing insurance coverage as provided for herein for not less than one year or the remainder of the term of this agreement. New Certificates of Insurance are subject to the approval of the California Exposition & State Fair and Contractor agrees that no activity by Contractor contemplated by this agreement be performed after the insurance expires and prior to the giving of such approval.

In the event Contractor fails to keep in effect at all times during the term of this agreement the insurance coverage as herein provided, Cal Expo may, in addition to any other remedies it may have, terminate this agreement upon the occurrence of such event.

2. WORKERS’ COMPENSATION INSURANCE: Contractor certifies and is aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and Contractor affirms to comply with such provisions before commencing the performance of the work of this Agreement. Contractor’s workers compensation insurance policy shall be endorsed with a waiver of subrogation in favor of the State of California in the event the contractor employs any person, in any manner, that is subject to the Workers Compensation Laws of California.

3. PROPERTY INSURANCE: At all times Contractor shall maintain at its own cost and expense all-risk property insurance coverage on the buildings, improvements, fixtures, furnishings, equipment and all other personal property, including supplies of the Contractor on the premises, on replacement of the property in event of loss.

4. AUTOMOBILE LIABILITY INSURANCE: At all times Contractor shall maintain at its own cost and expense automobile liability insurance coverage with limits not less than $1,000,000 combined single limit per accident.

5. DAMAGE TO EQUIPMENT: Cal Expo does not have responsibility for loss or damage to Contractor’s property arising from causes beyond the control of Cal Expo.

6. MEGAN’S LAW: Prior to start of work, Contractor shall provide Cal Expo with a list of all individuals, including any subcontractors, ages 18 and over who have access to the Cal Expo premises by completing Cal Expo’s Megan’s Law Form. All such individuals will be checked by Cal Expo’s authorized through the California Department of Justice Megan’s Law Sex Offenders file.

7. Executive Order N-6-22 – Russia Sanctions

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S.

government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. By submitting a bid or proposal, Contractor represents that it is not a target of Economic Sanctions. Should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for rejection of the Contractor’s bid/proposal any time prior to contract execution, or, if determined after contract execution, shall be grounds for termination by the State.

8. DRONE POLICY: In order to protect the safety, security, privacy, and property interests of Cal Expo, its employees, agents, contractors, and the public, any operation or use of unmanned aircraft systems, remote- or radio-controlled model aircraft of all types, shapes, and sizes, or any other similar type devices (collectively “Drones”) is prohibited on the premises of Cal Expo or within the Cal Expo’s air rights, without prior written approval from Cal Expo. Please be advised that violation of this policy will result in immediate ejection from Cal Expo’s premises and may subject the violator to a criminal trespass warning or arrest for those who fail to comply.

9. RIGHT TO TERMINATE: Cal Expo reserves the right to terminate this agreement subject to 30 days written notice to the Contractor if Cal Expo determines it cannot meet budgetary or financial obligations under this agreement or its operational needs have changed. Contractor may submit a written request to terminate this agreement only if Cal Expo should substantially fail to perform its responsibilities as provided herein.

However, the agreement can be immediately terminated for cause. The term “for cause” shall mean that the Contractor fails to meet the terms, conditions, and/or responsibilities of the contract. In this instance, the contract termination shall be effective as of the date indicated on Cal Expo’s notification to the Contractor.

This agreement may be suspended or cancelled without notice, at the option of the

Contractor, if the Contractor or Cal Expo’s premises or equipment are destroyed by fire or other catastrophe, or so substantially damaged that it is impractical to continue service, or in the event the Contractor is unable to render service as a result of any action by any governmental authority.