A Proposer may qualify for preferences/incentives as described below. Each Proposal passing SECTION 3.4.1. STAGE ONE: ADMINISTRATIVE AND COMPLETENESS SCREENING will receive the applicable preference/incentive. This section describes the following business participation programs:

• SECTION 4.2.1.1. DVBE PARTICIPATION COMPLIANCE REQUIREMENT
• SECTION 4.2.2. SMALL BUSINESS / MICROBUSINESS / NON-SMALL BUSINESS PREFERENCE 
• SECTION 4.2.2.6.1. NON-SMALL BUSINESS
• ATTACHMENT 9: TARGET AREA CONTRACT PREFERENCE ACT

The Darfur Contracting Act Certification can be found at the following link below: 
https://www.documents.dgs.ca.gov/dgs/FMC/GS/PD/PD_1.pdf

If applicable, Darfur Contracting Act Certification form must be filled correctly and signed.

The California State certified DVBE bidder(s) must complete this declaration when submitting a proposal to this RFP, before contract award. More information and the DVBE Declarations form can be found by following this link:

https://www.documents.dgs.ca.gov/dgs/fmc/gs/pd/pd_843.pdf

If applicable, please ensure form is completed correctly and signed.

The California State certified DVBE or Small Business Bidder(s) or the Bidder, who is using Subcontractors, must complete this declaration when submitting a proposal to this RFP, before contract award. More information and the Bidder Declarations form (including Bidder Declaration Instructions) can be found by following this link:

https://www.documents.dgs.ca.gov/dgs/fmc/gs/pd/gspd05-105.pdf

The Bidder, who completes the Bidder Declaration form, must sign on the bottom of the form to be considered responsive. 

If using subcontractors, all subcontractors must be identified on the Bidder Declaration form in order for the proposal response to be deemed responsive. Subcontractors not identified on the Bidder Declaration form will not be allowed to be used in the entirety of the contract term.  DFPI does not allow participation of subcontractors in the life of the contract if subcontractors were not identified and disclosed on the Bidder Declaration form. 

All Bidders must complete the CCC 04/2017 - Contractor Certification Clauses and include it with the bid response: 

https://www.dgs.ca.gov/-/media/Divisions/OLS/Resources/CCC-042017.pdf?la=en&hash=4DE3E4DC414511AE378794200BA43EBF91C758EE

Form must be filled correctly and signed.

The successful bidder as a result of this RFP will be required to sign the Payee Data Record, STD. 204, before contract award. More information and the STD 204 form can be found by following this link: 

https://www.documents.dgs.ca.gov/dgs/fmc/pdf/std204.pdf

Form must be filled correctly and signed.

Pursuant to Public Contract Code section 2010, if a bidder or proposer executes or renews a contract of one hundred thousand dollars ($100,000) or more on or after January 1, 2017, the bidder or proposer hereby certifies compliance with the following:

1. CALIFORNIA CIVIL RIGHTS LAWS: For contracts of one hundred thousand dollars ($100,000) or more executed or renewed after January 1, 2017, the contractor certifies compliance with the Unruh Civil Rights Act (Section 51 of the Civil Code) and the Fair Employment and Housing Act (Section 12960 of the Government Code); and

2. EMPLOYER DISCRIMINATORY POLICIES: For contracts of one hundred thousand dollars ($100,000) or more executed or renewed after January 1, 2017, if a Contractor has an internal policy against a sovereign nation or peoples recognized by the United States government, the Contractor certifies that such policies are not used in violation of the Unruh Civil Rights Act (Section 51 of the Civil Code) or the Fair Employment and Housing Act (Section 12960 of the Government Code).

The California Civil Rights Laws and its instructions are available as a fill and print PDF at: 
https://www.dgs.ca.gov/-/media/Divisions/OLS/Forms/CALIFORNIA-CIVIL-RIGHTS-LAWS-ATTACHMENT.ashx

Form must be filled correctly and signed.

If the Bidder or a Bidder’s proposed subcontractor is a California-certified Small Business (SB), include a current copy of the prime or subcontractor’s SB certification as part of your proposal. SB certifications can be found and printed from the following link:

https://caleprocure.ca.gov/pages/PublicSearch/supplier-search.aspx

The Target Area Contract Preference Act form (TACPA STD 830) can be found through the
following link:

https://www.documents.dgs.ca.gov/dgs/fmc/pdf/std830.pdf

If applicable, the form must be filled in correctly and signed.

All California-certified Small Businesses (SB) and Disabled Veteran Business Enterprise (DVBEs) doing business with the state must perform a Commercially Useful Function (CUF). Performing CUF is a critical requirement for all California-certified firms - SB and DVBE - that do business with the state (Government Code Section 14837 and Military and Veterans Code Section 999).

The proposal must contain a signed cover letter on the proposer's official business letterhead stationery. The cover letter must contain a statement that substantiates that the person who signs the letter is authorized to bind the respondent’s firm contractually. The signature on the cover letter must indicate the title or position that the signer holds in the company and proposer's point of contact for this response.

Proposers are asked to restrict their response to the RFP to between 10-15 pages, single-spaced, arial 11 pt. font. Pages must be numbered, and sections titled. Proposers are welcome to include visual elements as part of their response, although visual elements are not required. Client references, sample work product, and resumes are excluded from the 10-15 page RFP response. 

In responding to this RFP, Proposers must describe their approach in a detailed work plan and explain what capacities and experiences uniquely set them apart to be successful in the required services. Proposals will be evaluated based on the narrative response to how tasks and deliverables are executed. Proposers are encouraged to review the assessment section of the RFP to understand how responses will be evaluated. 

The Proposer shall identify each major task, and describe the necessary steps that will be used to address each task. Proposers are strongly encouraged to be as specific as possible when describing their proposed approach and methods.

The Proposer must provide a description of their capabilities in being able to fulfill each task, and their capacity to handle project management and reporting, development of systems related to evaluating the adequacy of compliance systems, development of systems related to evaluating the adequacy of information security systems, and the development of systems related to evaluating the adequacy of operational security systems. 

Proposers must identify subcontractors who may be used to fulfill tasks and deliverables if any. The subcontractor’s relevant experience must also be provided. Be specific regarding the tasks and/or deliverables subcontractors may be used for and include examples of past collaborations with your company, if available.

Provide a resume for each identified member AND subcontracting member of the contract team detailing experience meeting the RFP requirements. Resume entries should clearly demonstrate the experience and/or training requirements described in the EXHIBIT A: SCOPE OF WORK. An acceptable resume must include the individual’s experience and education, any applicable credentials and certifications, current work history and a summary of similar work performed. Sufficient detail must be included to confirm the experience cited, including an explicit statement regarding the total cumulative time for the similar work performed on each project. Not submitting resumes of each identified member and subcontracting member (if applicable) of the contract team may deem proposal unresponsive resulting in rejection of proposal.

Previous work project examples are not required to cover all tasks, but may cover one or multiple tasks.

Submission of this attachment is mandatory. Failure to complete and return this attachment with your offer may cause your offer to be rejected and deemed nonresponsive. 

List three (3) references for services performed within the last three (3) years, which are similar to the statement of work to be performed in this contract. Note, references cannot be from DFPI or from the Department of Business Oversight.

The Department of Financial Protection and Innovation (DFPI) provides protection to consumers and services to businesses engaged in financial transactions. DFPI regulates a variety of financial services, products, and professions, and oversees the operations of state-licensed financial institutions, including banks, credit unions, money transmitters, issues of payment instruments and traveler’s checks, and premium finance companies. Additionally, DFPI licenses and regulates a variety of financial businesses, including securities brokers and dealers, investment advisers, deferred deposit and certain fiduciaries and lenders, and regulates the proposal and sale of securities, franchises, and off-exchange commodities. DFPI’s Enforcement Division enforces the laws administered by DFPI.

The Digital Financial Asset Law (DFAL), signed into law by Governor Newsom on October 13, 2023, creates a robust regulatory framework, including licensure and enforcement authority, for certain crypto activities. This law creates a comprehensive regulatory program for many crypto companies, requires DFPI to license and supervise many crypto asset-related companies that serve California residents, and provides important consumer protection for users. Furthermore, DFAL requires additional obligations for crypto kiosks operating in California. On September 29, 2024, Governor Newsom signed AB 1934 which extended the date of licensure under DFAL from July 1, 2025 to July 1, 2026. DFPI must be prepared to receive and process DFAL applications in advance of the July 1, 2026, statutory date. We do not anticipate regulatory requirements that could affect the programs implementation date.   

The DFPI is seeking experienced consultants to assist in its development of comprehensive review processes and considerations for digital financial asset businesses that are requesting a license to operate in California. The experienced consultant must have knowledge and experience related to comprehensive compliance systems, blockchain technology, and information and operational security. DFPI must be prepared to receive and process DFAL applications in advance of the July 1, 2026, statutory date.

The objective of the 2024-DFA-088409 Digital financial asset Law (DFAL) project is to assist the DFPI in creating comprehensive processes and systems to assess the suitability of DFAL applicants and future licensees with respect to compliance systems, information security, and operational security.

To assist the DFPI in developing its processes related to the recently passed Digital Financial Assets Law ("DFAL"), we are seeking consultants with expertise in blockchain technology systems, information security, and compliance to assist the department in its development of comprehensive processes to review DFAL applicants and eventual licensees.

The project representatives during the term of this agreement shall be:

Direct all contractual inquiries to:

The selected Proposer must have management, personnel, sufficient equipment, availability and qualifications to perform the scope of work required. Firms interested in responding to this RFP must submit the following information in narrative form as outlined below. Be advised that offshore personnel are not permitted to support this engagement due to DFPI policy. Furthermore, to the extent your proposal relies upon services provided by one or more subcontractor(s) hired by you or working at your direction, please include those subcontractors in your response:

1. Description of Firm - A description of the firm’s organization structure (e.g., Corporation, Partnership, Limited Liability Company), the jurisdiction(s) in which the firm is organized and the date of such organizations.
    
2. Authorized Representative - The name, title, address, e-mail address, telephone number and fax number of the person authorized to represent the firm with respect to all discussion or communications related to this RFP.
    
3. Experience - General description of relevant previous and/or current firm and key staff experience pertaining to completing similar projects to the tasks and deliverables outlined in the scope of work, particularly for public agency clients, and demonstrate the firm’s ability to perform the necessary services for those clients.  Firm and/or key team members preferred five (5) years of experience.
    

The Proposer shall develop a work plan or schedule for tasks completion. The work plan should clearly define project objectives, deliverables, and timelines. Identify each major task, necessary sub-task, and/or specific milestones by which progress can be measured and deadlines are being met, allowing for effective project management. It should also provide a detailed breakdown of project costs and ensure financial clarity is detailed in the work authorization EXHIBIT A2: WORK AUTHORIZATION. The Proposer should also include a description of their communication plan and if there is no California work location. Describe any additional communication measures taken and the availability of key team members. The Proposer shall identify any business location(s) owned or operated by you or a subcontractor that is located in, or within 25 miles of, the cities of Los Angeles San Diego, San Francisco, and Sacramento. Separately identify any business locations outside of California.

In responding to this RFP, Proposers must describe their approach in a detailed work plan and explain what capacities and experiences uniquely set them apart to be successful in executing 2024-DFA-088409-2 Digital Financial Asset Law (DFAL) Consulting Services. The detailed work plan should include a description of how the tasks described below will be accomplished, including a proposed schedule. Proposals will be evaluated based on the narrative response to how tasks and deliverables are executed.

Proposers are encouraged to review the Assessment section of this RFP to understand how responses will be scored. Proposals are asked to restrict their response to the RFP to be between 10–15 pages, single-spaced, 11-point font. This applies only to the narrative response to the tasks and deliverables described below.

The DFPI is contracting for Non-IT consulting services. The tasks described below encompass all the possible services that may be required. Some or all the tasks below may need to be performed by the Contractor. Described and outlined below:

1. PROJECT MANAGEMENT AND REPORTING
    
   1. Meet regularly with the DFPI team to review goals and tasks. The schedule shall be agreed upon at the kick-off meeting.
   2. Prepare meetings, workshops, and follow-ups.
   3. Confirm key performance indicators, business objectives, and stakeholders.
   4. Deliver written progress updates on defined agreed upon key performance indicators no less frequently than monthly.
      
      DELIVERABLES:
      1. Kick off meeting
      2. Project plan and schedule
      3. Progress reports
          
2. DEVELOP SYSTEMS RELATED TO EVALUATING ADEQUACY OF COMPLIANCE FRAMEWORK
    
   1. Provide expertise on evaluation of compliance systems (examples include but are not limited to adequate risk assessment, internal controls, training and education, independent testing and audit, etc.) appropriate for digital financial asset business types, including those involving blockchain activities. This expertise should be demonstrated by identifying the compliance systems and submitting their strengths and weaknesses in a report.
   2. Develop an approach to efficient compliance system evaluation. This approach should be documented and must be accepted by DFPI as an efficient compliance system evaluation that DFPI examiners can use in the field.
   3. Develop a comprehensive approach to compliance evaluation leveraging blockchain analytics software and/or other Governance Risk and Compliance tools. This should include recommendations regarding blockchain analytics software that assists the examiner in evaluating compliance. Benefits of leveraging technology tools include improved transparency, monitoring, risk assessment, and operational safeguards. In addition, such tools may assist DFPI to analyze an applicant or licensee’s activities, assist in evaluating the effectiveness of their compliance programs, and detect and investigate instances of non-compliance.   

   4. Assist in the development of blockchain analytics software models to evaluate risk and to proactively address risks of DFAL applicants and licensees. The risks must be identified, and the development includes delivery of models that are easily utilized on commercially available software.
       

      DELIVERABLES:

      1. Specific feedback and contributions to compliance review procedures specific to digital financial asset businesses, including those involving blockchain activities.
      2. Compliance training specific to digital financial asset businesses. Must be available virtually. DFPI must agree to the compliance training components and own the training product.

      3. Training materials should include relevant training videos, presentations, checklists, and training manuals. Training materials created will be for DFPI's use. DFPI may use such training materials to explain certain requirements to DFAL license applicants or other stakeholders. 

          

3. DEVELOP AND REVIEW RISK ASSESSMENT CRITERIA FOR DIGITAL FINANCIAL ASSET BUSINESS TYPES 
    

   1. Develop criteria to identify and assess enterprise risk, third party vendor risk, customer risk, and regulatory risk, and training materials. Test criteria by sampling policies and procedures of at least two case studies provided by DFPI to determine if the criteria identify and assess the risks to a level acceptable to DFPI. Case studies provided may be potential licensees or a composite of several characteristics.
   2. Identify licensing and examination risks and develop strategies and controls for mitigating licensing and examination risks. Test and evaluate the strategies and controls in at least two case studies as proof of concept, with case studies provided by DFPI. Each case study may represent one or multiple types of digital financial asset business activity. The types of business activity may include exchanges, kiosk operators, custodians, and stablecoin issuers. The case studies will provide an approach to allow in-depth, multi-faceted exploration of complex issues in their real-life settings to evaluate the risks related to crypto activity and the adequacy of each business model to achieve a reasonable promise of success.  
   3. Develop best practices guidance in the evaluation of risk assessment for financial asset businesses.
      
      DELIVERABLES:
      1. Identification of material risks related to compliance issues and digital financial assets businesses. Documentation outlining the material risks an examiner should be looking for and weighting them regarding the least to most harmful to the business.
      2. Guidance for best practices in the evaluation of risk assessment
      3. Risk assessment training specific to digital financial asset businesses, including those involving blockchain activities. Must be available virtually. DFPI must agree to the compliance training components and own the training product.
      4. Training materials should include relevant training videos, presentations, checklists, and training manuals. 
          

4. DEVELOP AND REVIEW POLICIES AND PROCEDURES MANUALS

   The following policies and procedures are expected to be used by DFPI staff during the licensure and examination process to identify, test, and evaluate the effectiveness of an applicant or licensee's internal controls. The policies and procedures developed for DFPI will be used by DFPI and are not anticipated to be shared with DFAL applicants, licensees or stakeholders. 

   1. Bank Secrecy Act (BSA)/Anti-money laundering (AML) policy, procedures, and testing.
   2. Anti-fraud policy and procedures.
   3. Privacy and information security, cybersecurity, and operation security policies and procedures.
   4. Business continuity and disaster recovery policy and procedures.
   5. Know your customer (KYC) policies and procedures.
   6. Product review and assessment.
   7. Transaction tracing, monitoring, and testing.
   8. Record creation and retention policy.
   9. Independent review process (audits).
   10. Reporting to management and board.
   11. Policies required under the California Digital Financial Assets Law.
   12. Other DFPI identified relevant policies and procedures
       
       DELIVERABLES:
       1. Develop DFPI approved comprehensive policies and procedures manuals.  
       2. Policies and procedures manuals training specific to digital financial asset businesses. Must be available virtually. DFPI must agree to the compliance training components and own the training product.
       3. Training materials should include relevant training videos, presentations, checklists, and training manuals. 

1. DFPI may authorize Contractor to perform unanticipated tasks that may occur during the term of this agreement, not to exceed five percent (5%) of the total agreement amount awarded. This is meant to account for unforeseen tasks or challenges that may arise over the course of the contract. 
    
2. In the event of unanticipated tasks, the Contractor will be compensated in accordance with the rates specified in ATTACHMENT 15: COST WORKSHEET.

1. The DFPI contract manager must prepare the STD 4 form within sixty (60) days of the completion of the contract.
    
2. The DFPI contract manager shall document the performance of the contractor in doing the work or in delivering the services stated herein.
    
3. The evaluations shall remain on file with the DFPI contract manager for a period of 36 months. If the contractor did not satisfactorily perform the work or service specified in this agreement, DFPI contract manager shall place one copy of the unsatisfactory evaluation form in the separate contract file and send one copy of the form to DFPI Acquisition Services Unit (ASU). DFPI ASU will place one copy of the form in the separate contract file and send one copy to DGS/OLS within five (5) working days of completion of the evaluation. 
    
4. Upon filing an unsatisfactory evaluation with DGS/OLS, DFPI contract manager shall notify and send a copy of the evaluation to the contractor and copy to DFPI Aquisition Services Unit (ASU) within fifteen (15) days. The contractor shall have thirty (30) days to submit a written response to the evaluation to DFPI Contract Manager and copy to DFPI ASU. The contractor’s response shall be filed with the evaluation in the separate DFPI contract file and in DGS/OLS’s files.
    
5. The evaluation and contractor response on file with the DFPI and DGS/OLS are not public records. They should be maintained in a separate file.

In order to implement the Statement of Work, the Contractor, in consultation with the DFPI Project Manager and Contract Manager, shall prepare the Work Authorization, further defining tasks to be completed. Each Work Authorization shall be prepared in accordance with EXHIBIT A2: WORK AUTHORIZATION, which is incorporated into this contract.

1. It is understood and agreed by both parties to this Contract that all the terms and conditions of this Contract shall remain in force with the inclusion of any such Work Authorization. Such Work Authorization shall in no way constitute a contract other than as provided pursuant to this Contract nor in any way amend or supersede any of the other provisions of this Contract.
    
2. Each Work Authorization shall consist of a detailed statement of the purpose, objective, or goals to be undertaken by the Contractor, an estimated time schedule for the provisions of these services by the Contractor, the name of the Contractor's personnel to be assigned, the Contractor's estimated work hours required to accomplish the purpose, objective or goals, the Contractor's billing rates per work hour, and the Contractor's estimated total cost of the Task Assignment.
    
3. All Work Authorizations must be in writing prior to beginning work and signed by the Contractor and the DFPI Contract Manager.
    
4. The State has the right to require the Contractor to stop or suspend work on any Work Authorization pursuant to the “Stop Work” provision of the General Provisions.
    
5. Personnel resources will not be expended (at a cost to the State) on task accomplishment in excess of estimated work hours required unless the procedure below is followed:

If, in the performance of the work, the Contractor determines that a Work Authorization to be performed under this Contract cannot be accomplished within the estimated work hours, the Contractor will immediately notify the State in writing of the Contractor's estimate of the work hours which will be required to complete the Work Authorization in full. Upon receipt of such notification, the State may:

6. Alter the Work Authorization to authorize the Contractor to expend the estimated additional work hours of service in excess of the original estimate necessary to accomplish the Work Authorization, or
    
7. Terminate the Work Authorization, or
    
8. Alter the Scope of Work Authorization in order to define tasks that can be accomplished within the remaining estimated work hours.

This agreement may be amended for time and money upon mutual written consent by both parties. Additional time shall not exceed one (1) year. Additional funds may be up to 30% of the total awarded agreement.

Contractor’s Proposal (ATTACHMENT 12: PROPOSAL) is attached hereto and made a part of this agreement.

1. For services satisfactorily rendered, and upon receipt and approval of the invoices, the State agrees to compensate the Contractor for actual expenditures incurred in accordance with the rates specified herein, and made a part of this Agreement, identified in SECTION 5. PAYMENT DETAIL .  No travel will be reimbursed.  
    
2. Invoices shall include the Agreement Number, 2024-DFA-088409-2, and shall be submitted electronically not more frequently than monthly in arrears to:

Department of Financial Protection and Innovation
Attn: Accounting Office
AccountingAP@dfpi.ca.gov

Invoices shall include the following:
●   Agreement Number 2024-DFA-088409-2 
●   Task Assignment #
●   Task #
●   Deliverable 
●   Personnel, rate and hours 

3. Aligned with legislative changes of AB 230 (Brough, Chapter 676, Statutes of 2019) amending section 999.5 of the Military and Veterans Codes (MVC) and Sections 14839 and 14841 of the Government Code (GC) and the added Section 10230 to the Public Contract Code (PCC); AB 1365 ( Veterans Affairs Committee, Chapter 689, Statues of 2020) added Section 999.7 to the MVC, it is the awarded contractor’s responsibility to understand and comply with these requirements.
    
   1. The awarded Contractor is required to submit a complete and accurate Prime Contractor’s Certification – DVBE Subcontracting Report (STD 817) Upon contract completion.
   2. The STD 817 can be found here:
      Prime Contractor’s DVBE Subcontracting Report (ca.gov)
   3.  DFPI will withhold $10,000, or full payment if less than $10,000, from a prime Contractor’s final payment pending the receipt of a complete and accurate STD 817.
   4. DFPI will review the STD 817 and determine if it is complete and accurate. The withhold will only be released once the review and determination has been completed by DFPI.
   5. If the STD 817 is late or incomplete, DFPI will send the prime Contractor a cure notice allowing a minimum of 15 days, but no more than 30 days, to meet the certification requirements.
   6. If the prime Contractor does not comply by the identified deadline, the withhold is permanently deducted.
   7. All records shall be retained for a minimum of six (6) years.

1. For services satisfactorily rendered, and upon receipt and approval of the invoices, the State agrees to compensate the Contractor for actual expenditures incurred in accordance with the rates specified herein, and made a part of this Agreement, identified in SECTION 5. PAYMENT DETAIL . No travel will be reimbursed.  
    
2. Invoices shall include the Agreement Number, 2024-DFA-088409-2, and shall be submitted electronically not more frequently than monthly in arrears to:

Department of Financial Protection and Innovation
Attn: Accounting Office
AccountingAP@dfpi.ca.gov

Invoices shall include the following:
●   Agreement Number 2024-DFA-088409-2 
●   Work Authorization #
●   Personnel, Rate and Hours

3. Aligned with legislative changes of AB 230 (Brough, Chapter 676, Statutes of 2019) amending section 999.5 of the Military and Veterans Codes (MVC) and Sections 14839 and 14841 of the Government Code (GC) and the added Section 10230 to the Public Contract Code (PCC); AB 1365 ( Veterans Affairs Committee, Chapter 689, Statues of 2020) added Section 999.7 to the MVC, it is the awarded contractor’s responsibility to understand and comply with these requirements.
    
   1. The awarded Contractor is required to submit a complete and accurate Prime Contractor’s Certification – DVBE Subcontracting Report (STD 817) Upon contract completion.
   2. The STD 817 can be found here:
      Prime Contractor’s DVBE Subcontracting Report (ca.gov)
   3. DFPI will withhold $10,000, or full payment if less than $10,000, from a prime Contractor’s final payment pending the receipt of a complete and accurate STD 817.
   4. DFPI will review the STD 817 and determine if it is complete and accurate. The withhold will only be released once the review and determination has been completed by DFPI.
   5. If the STD 817 is late or incomplete, DFPI will send the prime Contractor a cure notice allowing a minimum of 15 days, but no more than 30 days, to meet the certification requirements.
   6. If the prime Contractor does not comply by the identified deadline, the withhold is permanently deducted.
   7. All records shall be retained for a minimum of six (6) years.

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 the 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.

Payment will be made in accordance with, and within the time specified in, Government Code Chapter 4.5, commencing with Section 927. 

In accordance with SECTION 1. INVOICING AND PAYMENT, A., DFPI shall pay Contractor the rate(s) identified on EXHIBIT B1: Cost Worksheet.

Proposer’s Cost Worksheet (ATTACHMENT 15: COST WORKSHEET) will be attached hereto and made part of this agreement as EXHIBIT B1: Cost Worksheet.

The DFPI reserves the right to amend this agreement under mutual signed agreement by both parties, and approved by DGS OLS if required. The Contract may require an amendment as a result of project review, changes and additions, changes in project scope, or availability of funding.

No travel will be reimbursed under this agreement.

If progress payments are allowed for services performed under this contract, not less than ten percent (10%) of the contract amount shall be withheld pending final completion of the contract and receipt and acceptance by State Project Representative of any final reports required under the contract. However, for those contracts that consist entirely of separate and distinct tasks, any funds withheld with regard to a particular task may be paid upon completion of that particular task. Such retained amount shall be held by the State and released to the Contractor upon the State’s determination that the Contractor has satisfactorily completed all of the required services under this Agreement.

If signing this Agreement as a Sole Proprietor, Contractor certifies they are not an alien that is ineligible for state and local benefits, as defined in Subtitle B of the Personal Responsibility and Work Opportunity Act (8 USC 1601, et seq.)

The RFP and Bidder’s proposal are hereby attached to this contract by this reference.

A completed resume for each contract participant who will exercise a major principal investigator role, administrative role or major policy or consultant role, as identified by the contractor, is attached hereto as a part of the agreement and identified as EXHIBIT A1: CONTRACTOR'S PROPOSAL.

1. The State shall be the owner of all rights, title, and interest in any and all intellectual property or other products or materials created or developed pursuant to this Agreement, whether or not published, produced, manufactured or distributed. The copyright and other intellectual property rights to any and all products created, provided, or developed under this Agreement, whether or not published, produced, manufactured or distributed belongs to the State from the moment of creation. If the Contractor should lose its ability to service the Agreement with the State, the State shall retain the right to use said products or materials without further compensation to the Contractor.

2. The State retains all rights to use, reproduce, distribute, or display any products or materials created, provided, developed, or produced under this Agreement and any derivative products based on Agreement products or materials, as well as all other rights, privileges, and remedies granted or reserved to a copyright, patent, service mark or trademark owner under statutory and common law.

3. Contractor agrees to cooperate with State and to execute any document or documents that may be found to be necessary to give the foregoing provisions full force and effect, including but not limited to, an assignment of copyright or patent rights. Contractor, subject to reasonable availability, agrees to give testimony and take all further acts necessary to acquire, transfer, maintain, and enforce the State’s intellectual property rights and interest.

4. Contractor agrees not to incorporate into or make the works developed, dependent upon any original works of authorship or Intellectual Property Rights of third parties without first (a) obtaining State’s prior written permission, and (b) granting to or obtaining for State, without additional compensation, a nonexclusive, royalty-free, paid-up, irrevocable, perpetual, world-wide license, to use, reproduce, sell, modify, publicly and privately display and distribute, for any purpose whatsoever, any such prior works.

5. If the case of copyrighted materials, all materials distributed under the terms of this Agreement, and any reproductions or derivative works thereof, shall include a notice of copyright in a place that can be visually perceived at the direction of the State. This notice shall be placed prominently on products or materials, and set apart from other matter on the page or medium where it appears. The notice “Copyright” or “©”, the year in which the work was first created, and Department of Financial Protection & Innovation”, or other appropriate mark as directed by Department of Financial Protection & Innovation, Information Technology Section, shall be included on any such products or materials.

6. Contractor represents and warrants that:

1. It is free to enter into and fully perform this Agreement.
2. It has secured and will secure all rights and licenses necessary for its performance of this Agreement.
3. Neither Contractor’s performance of this Agreement, nor the exercise by either Party of the rights granted in this Agreement, nor any use, reproduction, manufacture, sale, offer to sell, import, export, modification, public and private display/performance, distribution, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or STATE and which result directly or indirectly from this Agreement will infringe upon or violate any Intellectual Property right, non-disclosure obligation, or other proprietary right or interest of any third-party or entity now existing under the laws of, or hereafter existing or issued by, any State, the United States, or any foreign country. There is currently no actual or threatened claim by any such third party based on an alleged violation of any such right by Contractor.
4. Neither Contractor’s performance nor any part of its performance will violate the right of privacy of, or constitute a libel or slander against any person or entity.
5. It has secured and will secure all rights and licenses necessary for Intellectual Property including, but not limited to, consents, waivers or releases from all authors of music or performances used, and talent (radio, television and motion picture talent), owners of any interest in and to real property, sites, locations, property or props that may be used or shown.
6. It has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights granted to STATE in this Agreement.
7. It has appropriate systems and controls in place to ensure that State funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws.
8. It has no knowledge of any outstanding claims, licenses or other charges, liens, or encumbrances of any kind or nature whatsoever that could affect in any way Contractor’s performance of this Agreement.

7. STATE MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY RESULTING FROM THIS AGREEMENT DOES NOT INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED.

8. Intellectual Property Indemnity

1. Contractor shall indemnify, defend and hold harmless STATE and its licensees and assignees, and its officers, directors, employees, agents, representatives, successors, and users of its products, (“Indemnitees”) from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney’s fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim, action, or proceeding, commenced or threatened) to which any of the Indemnitees may be subject, whether or not Contractor is a party to any pending or threatened litigation, which arise out of or are related to (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of Contractor pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of STATE’s use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or STATE and which result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that issued after the effective date of this Agreement. STATE reserves the right to participate in and/or control, at Contractor’s expense, any such infringement action brought against STATE.

2. Should any Intellectual Property licensed by the Contractor to STATE under this Agreement become the subject of an Intellectual Property infringement claim, Contractor will exercise its authority reasonably and in good faith to preserve STATE’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense to STATE. State shall have the right to monitor and appear through its own counsel (at Contractor’s expense) in any such claim or action. In the defense or settlement of the claim, Contractor may obtain the right for STATE to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, STATE shall be entitled to a refund of all monies paid under this Agreement, without restriction or limitation of any other rights and remedies available at law or in equity.

3. Contractor agrees that damages alone would be inadequate to compensate STATE for breach of any term of this Intellectual Property attachment by Contractor. Contractor acknowledges STATE would suffer irreparable harm in the event of such breach and agrees STATE shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

The State of California seeks to realize the potential benefits of GenAI, through the development and deployment of GenAI tools, while balancing the risks of these new technologies.

The State in writing if their solution or service includes, or makes available, any GenAI technology, including GenAI from third parties or subcontractors.

The State has developed a GenAI Disclosure & Factsheet to be completed by the Proposer.

Failure to disclose GenAI to the State and submit the GenAI Disclosure & Factsheet will result in disqualification of the proposal and may void any resulting contract. The State reserves its right to seek any and all relief it may be entitled to as a result of such non-disclosure.

Upon receipt of a Bidder/Offeror GenAI Disclosure & Factsheet, the state reserves the right to incorporate GenAI Special Provisions into the final contract or reject proposals that present unacceptable level of risk to the state.

The vendor completed and signed STD 1000 form will be attached herein and made part of GenAI Exhibit.