Attachment_3_Draft_Standard_Agreement_Addendum_2_Clean.pdf

EXHIBIT A – SCOPE OF WORK

A. BACKGROUND

The California Governor's Office of Service and Community Engagement (GO-Serve), led by Director and Chief Service Officer Josh Fryday, is the state office tasked with engaging Californians in service, volunteerism and civic action to address pressing state challenges.

GO-Serve includes California Volunteers, the Youth Empowerment Commission and the Office of Community Partnerships and Strategic Communications (OCPSC). California Volunteers, Office of the Governor supports #CaliforniansForAll College Corps, AmeriCorps California, California Climate Action Corps, Youth Service Corps and the deployment of thousands of individual service members. These members provide important service to organizations across the state including schools, nonprofits, public agencies and community centers.

The California Volunteers (CV) Fund piloted a program during the 2023-24, 2024-25, and 2025-26 terms to support College Corps Fellows in transitioning from their Service Corps term to a meaningful career post-service. During this time, only College Corps campuses in the LA area had the opportunity to opt into the Corps to Career pilot program for their region. This pilot program was funded through the CV Fund, using private funds, and not funded through the RFA. There may be continued opportunities to participate in this program beyond the LA region going forward.

B. PURPOSE

The purpose of Corps to Career is to support creating a pathway for Service Corps members and alumni to obtain a full-time – or full-time equivalent – position in a career of their choice, with opportunities for upward mobility. The initial pilot project began with Los Angeles-based College Corps and Climate Action Corps Fellows, offering these Service Corps Fellows opportunities to attend career development workshops, networking events (e.g. career fairs), and increasing access to employers across the state looking to hire CA Service Corps members; however, there may be increased opportunities (pending funding, capacity, campus composition and commitments) for more California Service Corps members across the state to participate in the program. The mission is to create more equitable workforce opportunities for those who are traditionally underserved, to build a workforce pipeline that represents California, and to tackle California’s most pressing challenges while mobilizing all Californians to serve their communities.

The Learning Specialist / Content Producer hired under this contract will be responsible for producing a series of asynchronous, interactive virtual training modules for Fellows participating in the California Service Corps. These training modules will be focused on career readiness for individuals new to the workforce. The majority of the content will be tailored to California Service Corps Fellows and alumni, an audience primarily new to the workforce; all content should be culturally relevant and focus on career readiness. The trainings should be evergreen, developed for annual implementation, beginning with the 2026-2027 Fellow cohort, and a subset of the trainings should be available to California Service Corps Alumni once they have successfully completed their program. Training modules will be uploaded to a digital platform and may be leveraged in other ways.

C. Objective The work to be performed under this Agreement shall be in accordance with GO-SERVE’s Request For Proposal solicitation #CV25-111. The Contractor shall provide the services in the Scope of Work described herein. In undertaking the Scope of Work outlined below, the Contractor will develop a minimum of 15 interactive virtual training modules focused on early career readiness for the California Service Corps.

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

The Contractor may work remotely at a location approved by the Contract Manager and onsite at other locations as mutually agreed upon by both parties. The Contractor may be required to perform some of the services, under this Agreement, onsite at GO-SERVE office located at 1400 Tenth Street, Sacramento, CA 95814.

E. Term of Agreement The term of this agreement will begin when the agreement has been executed by all parties and has been approved by the Department of General Services, if required, and continue through June 28, 2027.

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

F. Cost The maximum amount of this project shall not exceed a total of $500,000.

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

Organization: Governor’s Office of Service and Community Engagement Contractor

Role: Contract Manager Project Manager

Name: Christina Gonzalez-Salgado

Address: 1400 Tenth Street Sacramento, CA 95814

Phone: (279) 220-2852

Email: christina.gonzalez-salgado@californiavolunteers.ca.gov

H. SCOPE OF WORK

The Learning Specialist / Content Producer will be responsible for producing a series of asynchronous, interactive training modules for Fellows participating in the California Service Corps (primary audience). The majority of the content will focus on career readiness; the trainings must be culturally competent and developed for an audience primarily new to the workforce. All modules will be developed in collaboration with California Volunteers who will have ultimate approval of final content. The trainings should be evergreen and are intended to be implemented annually, beginning with the 2026-2027 Fellow cohort. A subset of the trainings will be available to California Service Corps Alumni once they have successfully completed their program. Virtual training modules will be uploaded to a digital platform and may be leveraged by California Volunteers for multiple purposes beyond the conclusion of the project.

1. Tasks Contractor will be responsible for:

A. Project Management with California Volunteers Team

The Learning Specialist / Content Producer will oversee the project and work closely with the California Volunteers team in producing the required content. Contractor will be responsible for project management as well as establishing and maintaining regular (weekly at a minimum) communication with CV.

B. Establish Consistent Content Look and Feel

The Learning Specialist / Content Producer will propose a look and feel for the training modules, to be approved by the CV team before any production begins. Trainings must be in interactive video format but can be live action, animated, voiceover, etc., as appropriate for the content. Trainings must have a consistent look and feel across all content and incorporate California Service Corps branding as appropriate. Digital files must meet the length, size, and type requirements of CV’s existing digital platform.

Trainings must not use any licensed content from Corps to Career previous trainings to create new content.

An estimated 75% of previous training content are licensed and can only be used for reference purposes only.

C. Content Rollout Strategy

The Learning Specialist / Content Producer will provide recommendations for developing a content rollout strategy and establishing a compelling and accessible user journey within the digital platform. This may include recommendations for guided tutorials on navigating to the trainings within the digital platform, in-person group screenings led by program partners, peer-to-peer learning opportunities, etc. Learning Specialist / Content Producer may be asked to provide updated recommendations at the project midpoint to drive more traffic to the trainings.

D. Update Existing Career Readiness Content

The Learning Specialist / Content Producer will be responsible for adapting CV’s existing career readiness trainings (in circulation since 2022) to the agreed-upon look and feel while maintaining the content of the curriculum. Note that some past trainings have roughly 75% licensed content (e.g. training objectives) which cannot be used. The contractor will be granted access to past trainings but content creation is necessary to replace the licensed content.

E. Produce New Content

The Learning Specialist / Content Producer will be responsible for producing new content (outlined in the list of Required Trainings) consistent with the agreed-upon look and feel. Before production begins, the Learning Specialist / Content Producer will draft scripts and create storyboards as applicable to ensure the content meets the program’s needs, subject to CV approval. All content should be digital, interactive, and incorporate checks for understanding throughout.

F. Create Coordinated Digital Training Exercises

The Learning Specialist / Content Producer will be responsible for creating digital training exercises as part of the training modules. Additional exercises could be designed to further the lesson from the original training module for deeper learning. These exercises must be designed to validate training completion and comprehension, reinforce knowledge, and assess the efficacy of the trainings. The Learning Specialist / Content Producer will collaborate with CV to ensure that the exercises are compatible with the digital platform and leverage its available features (for example, embedded survey/quiz tools).

G. Testing and Evaluation

The Learning Specialist / Content Producer will be responsible for evaluating the quality of the trainings and exercises, as well as their effectiveness. The Learning Specialist / Content Producer must collaborate with CV to test a subset of trainings and exercises before official launch with a small audience and to make any necessary adjustments to the content and/or user experience before launch. Separately, the Learning Specialist / Content Producer must also develop a tool and strategy for evaluating the effectiveness of the training content once launched. At minimum, the Learning Specialist / Content Producer should plan to collect module completion rates, exercise completion rates, pre- post-testing, and Net Promoter Score for each training. The Learning Specialist / Content Producer will review the preliminary evaluation results with CV at midpoint and at the end of the program year. If applicable, the Learning Specialist / Content Producer may be asked to make limited updates to training content and/or provide updated recommendations to drive more traffic to the trainings.

2. Work Plan / Timeline

The following is a proposed timeline for the deliverables of this project, based on current information and assumptions. The Learning Specialist / Content Producer should plan to work closely with CV staff to adjust these deliverables as necessary based on new information.

Learning Specialist / Content Producer Agency Deliverables Date

A. Weekly Touchpoints & Project Management Produce a weekly checklist / reporting template for coordination between Learning Specialist / Content Producer and CV

Beginning June 1, 2026 or upon contract execution

B. Content Look and Feel Present audio and visual samples of content look and feel for CV approval

June 15, 2026

C. Content Rollout Strategy Deliver recommendations for ensuring that content is engaging and accessible

August 3, 2026

C. Optional Training Video: How to Orient Fellows to California Service CorpsDeliver final video file, inclusive of any requested edits post-testing, and accompanying exercise

August 17, 2026

D. Training Videos:

● Core Curriculum

○ Curriculum Orientation

○ Being Workplace Ready

○ Project Management

○ Resume, Cover Letter, & LinkedIn Building

○ Authentic Networking

○ Creating a Job Hunting Strategy

● Independent Contracting

○ Understanding Independent Contracting & Developing

Your Idea

Deliver final video files, inclusive of any requested edits post-testing, and accompanying exercises

August 31, 2026

E. Training Videos:

● Core Curriculum

○ Personal Pitch & Interview Prep

○ Translating the Corps Experience

● Independent Contracting

○ Legal Considerations, Paperwork & Procedures

○ Marketing, Pricing & Getting Clients

○ Business Sustainability & Long-Term Strategy

● Supplemental & Host Partner Training

December 7, 2026

○ Disaster Deployments

○ Managing Finances

○ How to Orient Fellows to California Service Corps

Deliver final video files, inclusive of any requested edits post-testing, and accompanying exercises

F. Preliminary Evaluation Results Deliver preliminary evaluation results at the project midpoint;

provide updated recommendations drive more traffic to the trainings, if applicable

January 25, 2027

G. Final Evaluation Results and Project Summary Deliver final evaluation results and project summary

June 28, 2027

3. Deliverables

1. Weekly Touchpoints & Project Management

Produce a weekly checklist/reporting template for coordination between Learning Specialist/Content Producer and CV staff.

2. Content Look and Feel

Present audio and visual samples of content “look and feel” for CV approval.

3. Content Rollout Strategy

Deliver recommendations for ensuring that content is engaging and accessible.

4. Optional Training Video: How to Orient Fellows to California Service Corps

Deliver final video file, inclusive of any requested edits post-testing, and accompanying exercises.

5. Training Videos

Below is a list of 12 required and 3 optional trainings to be produced by the Learning Specialist / Content Producer, along with accompanying exercises to reinforce knowledge, check for understanding, and assess the efficacy of each training. The Required Career Readiness Trainings and Independent Contracting Trainings

(12) will be adapted from existing content piloted with previous cohorts of Fellows and Alumni. While the trainings are adapted from exiting content, some new content will need developed to replace licensed content in the existing trainings. The Optional Supplemental Trainings for Fellows and the Training for Host Partners

(3) will be fully created, must be made anew by the Learning Specialist / Content Producer in collaboration with

CV.

CORE CURRICULUM: Career Readiness & Management (8 Required Modules)

● Module 1: Curriculum Orientation

○ Overview of the full curriculum arc and how each module builds on the next

○ Who this curriculum is for and how to get the most out of asynchronous learning

○ Introduction to key tools and resources referenced throughout the series

○ How Corps experience connects to career readiness and long-term professional goals

● Module 2: Being Workplace Ready – Expectations & Communication

○ Navigating workplace culture, hierarchies, and unwritten professional norms, with explicit attention to environments that may be unfamiliar to first-gen students

○ Professional communication across channels (email, Slack, meetings, phone) with before/after examples

○ Common Gen Z workplace dynamics and how to manage them, including feedback, boundaries, and generational differences with colleagues

○ Building confidence and self-advocacy from day one, without code-switching away from your authentic self

● Module 3: Project Management

○ Core frameworks for prioritizing tasks when everything feels urgent (e.g., Eisenhower Matrix, simple kanban systems)

○ How to break large projects into manageable steps and communicate progress to supervisors

○ Free or low-cost tools for staying organized (Google Workspace, Trello, Notion, etc.)

○ Strategies for managing competing deadlines across school, work, and service commitments: a reality for most Corps members

● Module 4: Resume, Cover Letter, & LinkedIn Building

○ Resume fundamentals (including using the ATS-friendly format) with specific attention to translating service, volunteer, and non-linear work experience into compelling, professional language

○ How to tailor a resume and cover letter for different roles or industries without starting from scratch each time

○ LinkedIn profile essentials: headline, summary, skills, and how to make the platform work for you passively

○ Common mistakes first-gen job seekers make on resumes and LinkedIn, and how to avoid them

● Module 5: Authentic Networking

○ Reframing networking as relationship-building rather than transactional "asking," with direct attention to cultural and class-based discomfort many first-gen students feel

○ How to identify and approach warm contacts, alumni, and community connections in low-pressure ways

○ Scripts and strategies for informational interviews, LinkedIn outreach, and in-person events

○ Maintaining and nurturing your network over time, not just when you need something

● Module 6: Creating a Job Hunting Strategy

○ Why applying online cold is the least effective strategy, and what to do instead

○ How to define your target roles, industries, and geographic preferences to focus your search

○ Building a realistic, structured weekly job search plan with concrete milestones and accountability methods

○ Navigating job boards, company websites, and hidden job market opportunities specific to the public service and nonprofit sectors where many Corps members may land

● Module 7: Personal Pitch & Interview Prep

○ Crafting a confident, authentic personal pitch (elevator pitch / "tell me about yourself") rooted in your actual story

○ The STAR method for behavioral interviews with practice examples drawn from Corps and service experience

○ Research strategies to prepare for specific employers and role types before the interview

○ Practical logistics and mindset prep: what to wear, how to follow up, how to negotiate, and how to handle nerves

● Module 8: Translating the Corps Experience

○ How to identify and articulate transferable skills gained through Corps service, including leadership, community engagement, project coordination, and civic impact

○ Language and framing strategies for describing AmeriCorps and California Service Corps roles to employers who may be unfamiliar with the program

○ Hands-on resume and LinkedIn application: integrating Corps experience as a featured, substantive credential rather than an afterthought

○ How to use Corps experience in networking conversations and interviews to tell a cohesive, compelling professional story

Independent Contracting Trainings (4 Required Modules)

● Module 1: Understanding Independent Contracting & Developing Your Idea

○ What independent contracting is, how it differs from traditional employment, and why it may be a strong pathway for Fellows from diverse immigration and background statuses

○ Key terms every independent contractor should know: 1099, sole proprietor, LLC, client vs.

employer, self-employment tax

○ How to generate, pressure-test, and refine business ideas using your existing skills, Corps experience, and community knowledge

○ Introduction to basic market research: who else is doing this, who needs it, and where is there a gap you can fill

● Module 2: Legal Considerations, Paperwork & Procedures

○ Overview of legal structures available to independent contractors, with honest discussion of what applies and what doesn't depending on documentation status (without providing legal advice)

○ Step-by-step walkthrough of key documents: contracts, invoices, W-9 alternatives, business registration options in California

○ How and when to seek free or low-cost legal and business consultation resources (law school clinics, SBDC, community organizations)

○ California-specific regulations and AB 5 context: what Fellows need to know about contractor classification in this state

● Module 3: Marketing, Pricing & Getting Clients

○ Defining your value proposition: what you offer, who you serve, and why someone should hire you over alternatives

○ Identifying and reaching your target audience through low-cost channels (social media, community networks, word of mouth)

○ How to price your services, write a basic proposal, and present a contract to a client with confidence

○ Practical marketing plan template tailored to solo contractors and microbusinesses with limited budgets

● Module 4: Business Sustainability & Long-Term Strategy

○ Planning for income variability and building basic financial buffers as a self-employed person

○ Growth strategies: when and how to raise rates, expand services, or refer out work you can't take

○ Self-care and burnout prevention as a business strategy, not an afterthought; especially relevant for service-oriented Fellows who are used to over-giving

○ Resources for ongoing support: professional associations, peer networks, mentorship programs, and California-specific small business resources

Supplemental Trainings for Fellows (Proposed and Optional– 2 Modules)

● Module 1: Disaster Deployments o As the lead state agency on volunteer management before, during, and after disasters, California Volunteers / GO-Serve may redirect California Service Corps members to support disaster response and or recovery efforts as needed by the State of California. This training would provide an overview of California Volunteer’s role in disaster response and recovery, orient service members to disaster deployments, and provide tips so they can be resources in the communities in which they serve.

● Module 2: Managing Finances o This training is designed to help CSC members develop practical strategies for managing their finances while living on a monthly stipend. Participants will learn essential budgeting techniques, ways to avoid overspending, and methods for building savings even on a limited income. The session will also cover how to access and apply for government assistance programs that can provide additional support. By the end of the training, members will be better equipped to maintain financial stability, reduce financial stress, and make the most of their CSC experience.

Training for Host Partners (Proposed and Optional– 1 Module)

● Module 1: How to Orient Fellows to California Service Corps o The training equips host partners with the essential tools to effectively orient Fellows to California Service Corps. Partners will gain a clear understanding of CSC and how to provide essential information to fellows of their role in the larger movement. Partners will also learn allowable and unallowable activities, what to include in a comprehensive site orientation, and discover how to set expectations early. The training also covers effective communication strategies and best practices for creating a positive and rewarding experience for Fellows.

6. Preliminary Evaluation Results Deliver preliminary evaluation results at the project midpoint; provide updated recommendations to drive more traffic to the training, if applicable.

7. Final Evaluation Results and Project Summary Deliver final evaluation results and project summary.

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ATTACHMENT 4 – CONTRACTOR SCOPE OF WORK

RESPONSE

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

EXHIBIT B – BUDGET DETAIL AND PAYMENT

PROVISIONS

A. INVOICING AND PAYMENT

1. For services satisfactorily rendered, and upon receipt and approval of the invoice for each completed task and deliverable, the State agrees to compensate the Contractor for actual expenditures incurred and in accordance with the rates specified in accordance with this agreement. All costs include items such as but not limited to labor, meetings, reproduction costs, reports, subcontractors, and any miscellaneous items necessary to perform the tasks of this project.

The total cost of this agreement will not exceed $500,000.00

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

• Overhead;

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

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

• Operating expenses including rent and supplies;

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

• If there are any travel expenses outlined in the budget, then expenses are not to exceed the travel and per diem rates set at the rate specified by CalHR for similar employees or verification supplied that such rates are not available to the contractor.

For invoicing: include breakdown of receipts, and the names and title of travelers. For hotel receipts, do not include the confirmation printouts; include the actual receipt that shows payment has been made and there is a zero balance. Do not include tip or gratuity amounts; CalHR prohibits paying for tips and gratuities. For more information visit: http://www.calhr.ca.gov/employees/pages/travel-reimbursements.aspx

• Other specific breakdown required.

2. Invoices shall include the Agreement Number and shall be submitted electronically only.

Invoices shall not be submitted more frequently than monthly and not less frequently than quarterly in arrears.

Invoices must be submitted via e-mail to:

accountspayable@lci.ca.gov

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

B. BUDGET CONTINGENCY CLAUSE

1. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this http://www.calhr.ca.gov/employees/pages/travel-reimbursements.aspx mailto:accountspayable@lci.ca.gov

Agreement shall be of no further force and effect. In this event, the State shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement.

2. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer an agreement amendment to Contractor to reflect the reduced amount.

C. PROMPT PAYMENT CLAUSE

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

D. BUDGET REVISIONS

All changes to the budget for this agreement must come in the form of request and be sent via e-mail directly to the project representative for this agreement and copy the contract officer in the e-mail. All changes to the budget must justify why the revisions are needed. The project representative and contract officer will review the request for approval and processing.

A formal amendment is not required if a budget is being revised to shift funds between line items, and the revision is within 10% or $10,000. – with the approval of the project representative and the contracts officer. All other budget revisions are subject to a formal amendment process. All amendment and budget revision requests are to be determined at the discretion of the contract officer.

RESERVED FOR

ATTACHMENT 5 – CONTRACTOR COST WORKSHEET

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

EXHIBIT C – GENERAL TERMS AND CONDITIONS

The General Terms and Conditions (GTC 02/2025) are hereby incorporated by reference and made a part of this agreement as if attached hereto.

The GTC 02/2025 can be viewed at the following hyperlink to the online directory:

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

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EXHIBIT D – SPECIAL TERMS AND CONDITIONS

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

B. Settlement of Disputes

1. In the event of a dispute, Contractor shall file a “Notice of Dispute” with GO-SERVE within ten (10) days of discovery of the problem. Within ten (10) days, GO-SERVE shall meet with the Contractor and Project Representative for purposes of resolving the dispute.

2. Any dispute concerning a question of fact arising under the terms of this Agreement which is not disposed of within a reasonable period of time by Contractor and State employees normally responsible for the administration of this Agreement shall be brought to the attention of the Executive Officer or designated representative of each organization for resolution. The decision of the State Executive Officer or designated representative shall be final.

3. In the event of a dispute, the language contained within this Agreement shall prevail over any other language including that of the proposal.

4. The existence of a dispute not fully resolved shall not delay Contractor to continue with the responsibilities under this Agreement which is not affected by the dispute.

C. Responsibilities of Parties

1. GO-SERVE

a. GO-SERVE shall appoint a Contract Manager, who will provide approval of the Contrac-tor deliverables and coordinate payment of invoices upon such approval.

b. The Contract Manager shall receive all communications and has the authority to act on all aspects of the services. The Contract Manager will review the Agreement and asso-ciated Agreement documents with the Contractor to ensure understanding of the re-sponsibilities of both parties.

c. GO-SERVE shall provide timely review and approval of the information and documenta-tion provided in order for the Contractor to perform its obligations under this Agreement.

d. GO-SERVE shall provide the Contractor with an initial understanding of the assignment and deliverable expectations.

e. GO-SERVE shall provide sufficient access to appropriate levels of staff, other users, and department management as appropriate to facilitate the performance of consulting tasks and creation of deliverables.

f. GO-SERVE shall provide workspace for Contractor at GO-SERVE headquarters located in Sacramento, California when the Contractor is onsite. Workspace to include work-stations and access to the internet, GO-SERVE network, and project libraries.

2. Contractor

a. Contractor shall designate a Project Manager who will be the lead for the Project and will work with and report to GO-SERVE. Contractor must have adequate support staff, and/or identified partners and subcontractors to accomplish the services contained in the Exhibit A – Scope of Work (SOW).

b. Contractor shall review the Agreement with the Contract Manager or designee to ensure understanding of the responsibilities of both parties.

c. Contractor shall complete and perform all services, tasks, activities, deliverables and reports described within the Exhibit A – Scope of Work.

d. Contractor shall meet with the Contract Manager as agreed upon to discuss project sta-tus, issues, and risks.

e. All work products, services, activities, and reports shall be stored on the State document repository in a format compatible with the State document standards. Documents will be version-controlled, and the most current version shall always be continuously available for State review. Prior versions will also be available to the State as requested.

f. Contractor shall facilitate, present and report out at Project meetings; including but not limited to Project status meetings, risk meetings, and issue meetings.

g. Contractor shall return, delete and destroy any document(s) determined by GO-SERVE to have been sent in error to the Contractor, either electronically or otherwise.

h. Contractor shall return all GO-SERVE’s property prior to expiration or termination of the Agreement or upon request, including security badges and all copies of materials, docu-ments, reports and data.

D. Reassignment of Staff

1. The Contractor staff shall perform the tasks described in the Exhibit A – Scope of Work, at the rates indicated in Exhibit B-1 – Cost Worksheet.

2. The Contractor shall not add, delete, or substitute staff without the prior written consent of the Contract Manager, and consent shall not be unreasonably withheld. The Contractor shall make every reasonable effort to provide suitable substitute staff. The additional and/or substitute staff shall meet all requirements and shall be approved in writing by the Contract Manager prior to substitute staff beginning work.

3. If adding or substituting staff is acceptable to GO-SERVE, the Contractor shall submit the following, which shall be supplied by the Contract Manager:

• Email requesting the substitution

• Staff resume

• Updated Bidder Declaration Form (if applicable)

4. The GO-SERVE reserves the right to interview any additional or substitute staff.

E. Deliverable Format

1. All deliverables shall be provided in a format compatible with GO-SERVE standard applica-tions. In all cases, the Contractor shall verify application compatibility with the Contract Manager prior to creation or delivery of any electronic documentation. Any deviations to these standards shall be approved by the GO-SERVE Contract Manager

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

3. If GO-SERVE does not accept the deliverable(s) or services in this Agreement, payment for the deliverable(s)/services shall be withheld by GO-SERVE and the Contractor will be noti-fied. The Contractor shall take timely and appropriate measures to correct or remediate the reason(s) for non-acceptance and demonstrate to GO-SERVE that the Contractor has suc-cessfully completed the scheduled work for each deliverable/service before payment is made.

F. Acceptance All Contractor-completed tasks and deliverables will be reviewed and approved by GO- SERVE. It shall be GO-SERVE’s sole determination as to whether a task or deliverable has been successfully completed and is acceptable.

If a task or deliverable is not accepted, GO-SERVE shall provide the rationale in writing within ten (10) business days of receipt of the task or deliverable.

G. Subcontractors

1. Nothing contained in this Agreement or otherwise, shall create any contractual relation between the State and any subcontractors, and no subcontract shall relieve the Contractor of its responsibilities and obligations hereunder. The Contractor agrees to be as fully responsible to the State for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Contractor.

The Contractor’s obligation to pay its subcontractors is an independent obligation from the State’s obligation to make payments to the Contractor. As a result, the State shall have no obligation to pay or to enforce the payment of any monies to any subcontractor.

2. The Contractor may, with the approval of GO-SERVE, enter into subcontracts with third parties for the performance of any part of the Contractor’s duties and obligations. Any such GO-SERVE approval may be rescinded for reasonable cause.

The Contractor is responsible for and liable for the proper performance and quality of any work performed by any, and all, Subcontractors. GO-SERVE reserves the right to reject or refuse admission to any Subcontractor staff whose performance, in the reasonable judgement of GO-SERVE, is deemed to be substandard. In no event shall the existence of a subcontract operate to release or reduce the liability of the Contractor to GO-SERVE for any breach in performance of the Contractor’s duties.

3. The Contractor warrants and agrees that any participating subcontract under the terms and conditions of the Agreement shall include a provision that the Subcontractor shall abide by the terms and conditions of the Agreement, as well as all other applicable federal and State laws, rules, and regulations pertinent hereto that have been or may hereafter be established. Also, the Contractor warrants and agrees that all subcontracts shall include a provision that the Subcontractor shall indemnify and hold harmless GO-SERVE. Any Agreement between the Contractor and its Subcontractors shall require the Subcontractors to adhere to the same performance standards and other standards required of the Contractor.

4. When a Subcontractor ultimately performs all the services the Contractor has agreed to provide and the prime Contractor only handles the invoicing of expenditures, then the prime Contractor's role becomes that of a fiscal agent because it is merely administrative in na-ture and does not provide a commercially useful function. It is unacceptable to use fiscal agents in this manner because the agency is paying unnecessary administrative costs.

Contractors may not subcontract more than forty-nine percent (49%) of the tasks of this

SOW.

H. DVBE Subcontractor Participation and Reporting Requirements

1. In the event the Contractor committed to provide DVBE subcontractor participation for this Agreement, the Contractor shall comply with their DVBE subcontractor participation commitment throughout the term of this Agreement. In the event this Agreement is amended to increase the maximum Agreement amount, the Contractor shall comply with their DVBE subcontractor participation commitment for the additional amount.

2. Upon completion of this Agreement, the Contractor shall download from www.dgs.ca.gov, complete, sign, and submit to GO-SERVE with the final invoice for payment a Prime Contractor’s Certification - DVBE Subcontracting Report (STD

817) certifying all of the following:

a. The total dollar amount the Contractor received under this Agreement.

b. This Agreement number and the name, address, and certification ID number of all DVBE subcontractors that participated in the performance of this Agreement.

c. The total dollar amount and percentage of this Agreement’s total dollar amount the Contractor committed to each DVBE subcontractor.

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

d. The total dollar amount the Contractor paid each DVBE subcontractor.

e. That all payments under this Agreement have been made to the DVBE subcontractor(s).

f. The actual percentage of DVBE participation that was achieved. Upon request, the Contractor shall provide proof of payment for the work.

3. GO-SERVE will withhold $10,000.00 (or the full dollar amount if less than $10,000.00) from the final payment, until the Contractor complies with the certification requirements above. In the event the Contractor fails to comply with the certification requirements above, the Contractor shall be allowed to cure the defect after written notice. Notwithstanding any other law, if, after at least 15 calendar days but not more than 30 calendar days from the date of written notice, the Contractor refuses to comply with the certification requirements above, GO-SERVE shall permanently deduct $10,000.00 (or the full dollar amount if less than $10,000.00) from the final payment (Military and Veterans Code Section 999.7).

4. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation (Military and Veterans Code Section 999.5; Government Code Section 14841).

5. The Contractor agrees to comply with the rules, regulations, ordinances, and statutes that apply to the DVBE program as defined in Section 999 of the Military and Veterans Code, including, but not limited to, the requirements of Section 999.5(d).

I. Replacement of DVBE Subcontractors

1. Per Military and Veterans Code Section 999.5, a DVBE subcontractor may only be replaced by another DVBE subcontractor and must be approved by the Department of General Services (DGS).

2. The Contractor’s failure to seek a substitution and adhere to the DVBE participation level identified in the Contractor’s bid (when applicable) may be cause for termination of this Agreement, recovery of damages under rights and remedies due to the DMV, and penalties outlined in Military and Veterans Code Section 999.9;

Public Contract Code Section 10115.10, or Public Contract Code Section 4110.

J. DVBE Subcontractor Invoices To ensure that DVBE participation is applied correctly, all DVBE subcontractor invoices submitted to the Contractor must include this Agreement number.

K. DVBE Audit Contractor agrees that the State or its delegate will have the right to review, obtain, and copy all records pertaining to Contractor’s compliance with the Disabled Veteran Business Enterprise (DVBE) requirements as contained in Public Contract Code sections 10115 et. seq.

Contractor agrees to provide State or its delegate with any relevant information requested and shall permit State or its delegate access to its premises, upon reasonable notice, during normal business hours for the purposes of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with the DVBE requirements.

Contractor further agrees to maintain such records for a period of three years after final payment under this Agreement.

L. Stop Work Order The State reserves the right to issue an order to stop work in the event that a dispute should arise, or in the event that the State gives Contractor a notice that the Agreement will be terminated. The stop-work order will be in effect until the dispute has been resolved or the Agreement has been terminated.

M. Termination

1. In addition to the rights under Exhibit C – General Terms and Conditions (02/2025) of the

Standard Agreement, State reserves the right to terminate this Agreement at its sole discretion at any time upon thirty (30) days prior written notice to Contractor.

2. In the case of early termination, Contractor shall submit an invoice in triplicate and a report in triplicate covering services to termination date, following the invoice and progress report requirements of this Agreement. A copy and description of any data collected up to termination date shall also be provided to State.

3. Upon receipt of the invoice, progress report, and data, a final payment will be made to Contractor. This payment shall be for all State-approved, actually incurred costs that in the opinion of State are justified, and shall include labor, and materials purchased or utilized (including all non-cancellable commitments) to termination date, and pro rata indirect costs as specified in the proposal budget.

4. If, after award and execution of the Agreement, the Contractor’s performance is unsatisfactory, the Agreement may be terminated for default. Default is defined as the Contractor failing to perform services required by the Agreement in a satisfactory manner.

5. GO-SERVE reserves the right to terminate this Agreement without cause upon thirty (30) days written notice to the Contractor, or immediately in the event of default or material breach by the Contractor.

N. Amendments

1. No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties, and approved as required. Amendments must come in the form of a request and be submitted to both the GO-SERVE project representative and contract officer for review, approval, and processing. No oral understanding or agreement not incorporated in this Agreement is binding on any of the parties.

2. GO-SERVE reserves the right to amend this Agreement through a formal written amendment, signed by the parties, and approved by the Dept. of General Services’ Office of Legal Services, if required.

3. A formal amendment is not required if a budget is being revised to shift funds between line items, and the revision is within 10% or $10,000. – with the approval of the Contract Manager listed in Exhibit A – Scope of Work, and GO-SERVE Contracts Office. All other budget revisions are subject to a formal amendment process. All amendment and budget revision requests are to be determined at the discretion of GO-SERVE Contracts Office.

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

O. Insurance

1. Commercial General Liability

Contractor must furnish to the State a certificate of insurance to remain in effect at all times during the term of this contract. Contractor shall maintain general liability on an occurrence for with limits not less than $1,000,000 per occurrence for bodily injury and $2,000,000 aggregate for bodily injury and property damage liability. The policy must include coverage for liabilities arising out of premises operations, independent contractors, products/completed operations, personal & advertising injury and liability assumed under an insured contract. This insurance shall apply separately to each insured against whom claim is made or suit is brought subject to the Contractor’s limit of liability. The policy must include:

The Office of Service and Community Engagement, its officers, agents, employees, and servants are included as additional insured, but only with respect to work performed under this contract.

This endorsement must be supplied under a form acceptable to the Office of Risk and Insurance Management.

In the case of Contractor’s utilization of subcontractors to complete the contracted scope of work, contractors shall include all subcontractors as insured under Contractor’s insurance or supply evidence of insurance to the State equal to policies, coverage and limits required of Contractor.

2. Automobile Liability (if applicable) Contractor must furnish to the State a certificate of insurance to remain in effect at all times during the term of this contract. Contractor shall maintain motor vehicle liability with limits not less than $1,000,000 combined single limit per accident. Such insurance shall cover liability arising out of a motor vehicle including owned, hired and non-owned motor vehicles.

The Office of Service and Community Engagement, its officers, agents, employees, and servants are included as additional insured, but only with respect to work performed under this contract.

3. Worker’s Compensation and Employers’ Liability Contractor must furnish to the State a certificate of insurance to remain in effect at all times during the term of this contract. Contractor shall maintain statutory workers’ compensation and employers’ liability for all its employees who will be engaged in the performance liability limits of $1,000,000 are required.

When performed on State owned or controlled property the workers’ compensation policy shall contain a waiver of subrogation in favor of the State. The waiver of subrogation endorsement shall be provided.

4. General Provisions Applying to all Policies

a. Coverage Term – Coverage needs to be in force for the complete term of the contract. If insurance expires during the term of the contract, a new certificate must be received by the State at least ten (10) days prior to the expiration of this insurance. Any new insurance must still comply with the original terms of the contract.

b. Policy Cancellation of Termination and Notice of Non-Renewal – Contractor shall provide to the State within five (5) business days following receipt by contractor a copy of any cancellation or non-renewal of insurance required by this contract. In the event contractor fails to keep in effect at all times the specified insurance coverage, the State may, in addition to any other remedies it may have, terminate this contract upon the occurrence of such event, subject to the provisions of this Contract.

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

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

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

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

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

P. Force Majeure Except for defaults of subcontractors, neither party shall be responsible for delays or failures in performance resulting from acts beyond the control of the offending party.

Such acts shall include but shall not be limited to acts of God, fire, flood, earthquake, other natural disaster, nuclear accident, strike, lockout, riot, freight embargo, public regulated utility, or governmental statutes or regulations superimposed after the fact. If a delay or failure in performance by the Contractor arises out of a default of its subcontractor, and if such default of its subcontractor, arises out of causes beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for damages of such delay or failure, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required performance schedule.

Q. Hardware…