ATTACHMENT_3_DRAFT_STANDARD_AGREEMENT_Addendum_2_Redline.pdf

EXHIBIT A – SCOPE OF WORK

A. BACKROUND

Led by the state’s Chief Service Officer, Josh Fryday, California Volunteers, Office of the Governor engages Californians in service, volunteering and civic action to tackle our State’s most pressing challenges while mobilizing all Californians to volunteer and serve in their communities. #CaliforniansForAll was launched in response to the COVID-19 pandemic to build on the efforts of California Volunteers to establish a statewide volunteer corps to help with the state’s response to emergencies and disasters. California Volunteers also administers the AmeriCorps programs in California with over 80 programs providing critical services to more than 160,000 Californians annually.

The #CaliforniansForAll College Corps (College Corps) is a Governor’s initiative administered by California Volunteers in partnership with more than 40 California colleges and universities.

The purpose of this initiative is to build the next generation of civic leaders by engaging college students from all backgrounds in meaningful community service while earning money to help pay for college. Over the course of one academic year, College Corps Fellows provide 450 hours of community service in one of three Focus Areas: K-12 Education, Climate Action, or Food Insecurity. In exchange, they earn up to $10,000 and gain valuable job skills for the future. More information on College Corps can be found here.

College Corps supports more than 3,000 Fellows per year, including both documented students and AB 540 California Dream Act students. Through a competitive application process, California Volunteers selected the colleges and universities to administer College Corps on their campuses for the 2024-2026 academic years. The two key roles of these higher education partners are to: 1) recruit, select, and support the Fellows on their campus; and 2) recruit, select, and support the community organizations that will host their Fellows.

The College Corps program creates multiple wins for students, higher education institutions, and communities across California:

Students (Fellows) will receive a living allowance to cover basic expenses while performing service, as well as an Education Award upon completion of their service year. These combined resources help support a pathway to reduce student debt for students with financial need, including students who need to work or borrow to afford their educational costs. Through their work with community organizations or local government, Fellows will gain leadership skills and 21st century employability skills, as well as a sense of civic responsibility.

Higher education institutions will have a strategy to recruit and engage students through connecting academic study to hands-on work experience that makes a positive impact. As a demonstrated high-impact practice, community service experience helps students graduate on time, a critical metric for every higher education institution. Participating colleges and universities will also expand their footprint and partnerships in the local community.

Communities will benefit from the support of College Corps Fellows. Fellows will tutor K-12 public school students, deliver meal assistance through local food banks, and take steps to mitigate the impact of climate change across the state, among other community services in selected focus areas. All Californians will benefit from having a new generation of civic-minded leaders with the skills, perspective, and experience to build stronger and more equitable communities across our diverse state.

College Corps Program Timeline

Program Milestones Date

California Volunteers Announces Participating College and University Partners (“Partner Campuses”) for the #CaliforniansForAll College Corps 2024-2026

February 2024

Student Recruitment and Application Process for Cohort 3 Launched for Partner Campuses

March 2024

Cohort 3 Implementation July 2024 - June 2025

Student Recruitment and Application Process for Cohort 4 Launched for Partner Campuses

March 2025

Cohort 4 Implementation July 2025 - June 2026

B. PURPOSE

Through this RFP open competitive solicitation process, California Volunteers (CV) will identify a Proposer who will be the Lead Evaluation Partner for the #CaliforniansForAll College Corps.

College Corps has three primary goals:

Goal 1: Create a generation of civic-minded leaders with the ability to bridge divides and solve problems.

Goal 2: Help low to moderate-income students graduate college on time and with less debt.

Goal 3: Address societal challenges and help build more equitable communities across

California.

The logic model (attachment) outlines the program’s intended impact and goals.

C. Objective The work to be performed under this Agreement shall be in accordance with GO-SERVE’s Request For Proposal solicitation #CV24-106. The Contractor shall provide the services in the Scope of Work described herein.

In undertaking the Scope of Work outlined below, the Contractor will continue the existing program evaluation methods, studying the outcomes of #CaliforniansForAll College Corps alumni and Fellows participating in Cohorts 3 and 4 (2024-2026) in order to inform discussions with key decision-makers about future funding for the program and identify core program elements that lead to desired outcomes.

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.

Services will be performed primarily virtually with the possibility of limited travel to participating College Corps campuses.

E. Term of Agreement The term of this agreement will begin January 15, 2025 when the agreement has been executed by all parties and has been approved by the Department of General Services, if required, and continue through December 31, 2026.

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 $250,000.

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: Traci Reid

Address: 1400 Tenth Street

Sacramento, CA 95814

Phone: (279) 224-2387

Email: traci.reid@californiavolunteers.ca.gov

H. SCOPE OF WORK

1. Tasks

Track and Evaluate Program Results

An external evaluation was commissioned to study the first two cohorts of College Corps Fellows during the 2022-2024 program years. The purpose of this first phase of evaluation, still in progress, is to study student outcomes to understand if the program is achieving its goals and use this data to inform future program improvements and funding discussions.

For the 2024-2026 program years, California Volunteers seeks a lead researcher to continue to evaluate the program outcomes for College Corps participants. Building on the current evaluation, the Proposer will continue the mixed methods evaluation approach, based on the existing logic model and current evaluation instruments, to assess whether the program is achieving its goals and to what extent the desired outcomes for Fellows who complete the program in Cohorts 3 and 4 are being met. Additionally, the Proposer will design and lead a longitudinal study of Fellows from Cohorts 1-3 (to include Cohort 4 if administrative data is available) to assess long-term outcomes. This information will be a critical component to share with the decision-makers who will determine the future of the #CaliforniansForAll College Corps.

The Proposer will identify key program design elements leading to successful program implementation and provide recommendations that can be used for program improvement, particularly around addressing barriers to successful student enrollment, participation, and completion of the program. A summary report of findings and recommendations will be due to California Volunteers by December 2026.

For the Cohort of Fellows, applicants are encouraged to explain how they will continue the assessment of program impact, addressing the following questions:

College Corps Fellows (Cohorts 3&4: August 2024 – June 2026)

What successes and challenges are Fellows experiencing around the required elements of the College Corps program, including the 450-service hour requirement and participa-tion in program training/activities?

• Why are some students exiting the program early? What specific program ele-ments are barriers to completing the program requirements?

• How do students who identify that they have to work a second job fairing towards completing 450 hours?

How are College Corps Fellows experiencing the financial benefits of the program? In what ways did participation in the program provide financial relief?

• Are Fellows finding the living allowance or the education award more beneficial and in what ways?

Were students who participated in College Corps more likely to persist and/or graduate from college on time and in good academic standing?

Did Fellows have a meaningful service experience? Are they more likely to volunteer in the future? Are they more likely to pursue a career that is related to their College Corps experience (public service, teaching, etc.) after college?

What impact did the program experience have on Fellows’ personal growth, including mental health and well-being?

Did the Fellows feel more connected to their communities and to a larger, statewide co-hort of #CaliforniansForAll College Corps Fellows? If so, how did this sense of connection impact their ability to bridge divides and collaborate across lines of difference?

What impact did the program experience have on Fellows’ career goals?

What are the benefits of participating in the program for an additional year, particularly around financial relief, academic success, career, and personal growth?

For the longitudinal study of Fellows, applicants are encouraged to explain methods they will use to assess program impact and address the following evaluation questions:

(Cohort 1, 2 & 3: August 2022 – June 2025) *Long-term student outcomes will focus primarily on Cohorts 1-3, and Cohort 4 if administrative data is available.

Were students who participated in College Corps more likely to persist and/or graduate from college on time and in good academic standing?

Are College Corps alumni more likely to volunteer in the future and/or pursue a career that is related to their College Corps experience (public service, teaching, etc.) after col-lege?

What impact did the program experience have on Fellows’ career goals? Were they able to secure living wage internships or jobs related to their career goals after program com-pletion and/or within one year of graduation? Were Fellows more likely to participate in full-time service programs, such as AmeriCorps?

What long-term financial impacts did participation in the program have on Fellows? Were students who participated more likely to experience financial relief due to the program’s financial benefits?

A. Support California Volunteers and Partner Campuses in Defining and Tracking Key Metrics

The Proposer will be asked to support the CV team in the following ways: 1) based on the College Corps logic model and reporting requirements, refine as needed the performance metrics being tracked for all Fellows over the course of the program; and 2) refine as needed existing data collection requirements for all partner campuses, which may include what data should be collected directly from Fellows, campuses, or community host organizations.

Partner campuses are required to report on key program metrics twice per year. The first report is due in January and the second report is due in October each year. Using California Volunteers’ data system, partner campuses will collect data on student and community outcomes. Reporting metrics may include:

Student Outcomes % of Fellows who report that their community service through the College Corps pro-gram was positive and meaningful;

% of Fellows who report gaining leadership skills (confidence, team-building, project management) and collaboration skills (cross-cultural understanding, bridging) through their College Corps experience;

% of Fellows who report increased propensity for future community service and/or civic employment related to their College Corps experience;

% of Fellows who advance in class standing, matriculate to a 4-year institution, or grad-uate after completion of the program;

% of Fellows who report taking a smaller student loan OR not having to take a loan due to the financial package they received via College Corps.

California Volunteers utilizes America Learns as the data collection and reporting platform across all partner campuses, participating students, and host organizations. The Proposer will need to integrate data collection processes with America Learns to align with existing statewide data collection and tracking processes. If feasible the Proposer will consider the use of focus groups to further enhance the understanding of findings with existing instruments.

2. Work Schedule / Timeline (*subject to change)

Evaluation Deliverables – Timeline

Period/ Due Date

Planning Phase Deliverables Due

Recommended adjustments to existing data collection instruments, and deliverables timeline

Plan for Longitudinal evaluation

February 2025

Monthly Status Report / Check-in calls

Deliverables may include updates on summary of work, instrument development progress and/or revisions, data and results to date

February 2025 – December 2026

Quarter 1 and 2, 2025 Deliverables

Brief memo with results and high-level summary/find-ings from each data collection instrument during this period

Delivery of data/results to date needed for any pro-gram required reporting metrics

Fellow Demographics data delivery for dashboard cre-ation

Feb - June 2025

Quarter 3, 2025 Deliverables

Fellow service hours completion data delivered for dashboard creation

Summary of year 1 (may include findings from post-program surveys for Fellows, campuses, host sites)

Presentation of Year 1 evaluation findings and recom-mendations to California Volunteers

July – September 2025

Quarter 4, 2025 Deliverables

Brief memo with results and high-level summary/find-ings from each data collection instrument during this period

October – December

Delivery of data/results to date needed for any pro-gram required reporting metrics

Cohort 2 Fellow Demographics data delivery for dash-board creation

Quarter 1 &2, 2026 Deliverables

Brief memo with results and high-level summary/find-ings from each data collection instrument during this period

January – June 2026

Quarter 3, 2026 Deliverables

Brief memo with results and high-level summary/find-ings from each data collection instrument during this period (may include findings from post-program sur-veys for Fellows, campuses, host sites)

Fellow service hours completion data for dashboard update

July – September 2026

Quarter 4, 2026 Deliverables

State and campus level data reports for required re-porting metrics

Summary of year 2 findings (may include findings from post-program surveys for Fellows, campuses, host sites)

Presentation of Summary and Longitudinal Findings and Recommendations to California Volunteers

Final report of Longitudinal 2 findings and recommen-dations (December 2026) Format of report to be deter-mined in conjunction with California Volunteers

October - December 2026

3. Deliverables / Reports

The Proposer will be responsible for the following:

Measurement Framework and deliverables timeline Brief memo with results and high-level summary/findings from each data collection instru-ment State and campus level data reports for required reporting metrics Supply data for creation of a Dashboard of Fellow characteristics and service hours com-pletion for Cohorts 3 and 4 Year 1 Evaluation Summary of Findings and Recommendations

Year 2 Evaluation Summary of Findings and Recommendations Final Longitudinal Study to be delivered in December 2026. The final format of the sum-mary will be determined in partnership with California Volunteers.

End-of-year presentations to California Volunteers each year

THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK

RESERVED FOR

ATTACHMENT 4 – CONTRACTOR SCOPE OF WORK

RESPONSE

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

EXHIBIT B – BUDGET DETAIL AND PAYMENT

PROVISIONS

A. INVOICING AND PAYMENT

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

The total cost of this agreement will not exceed $250,000.

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@opr.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

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 04/2017) are hereby incorporated by reference and made a part of this agreement as if attached hereto.

The GTC 04/2017 can be viewed at the following hyperlink to the online directory:

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

THE REMAINDER OF THIS PAGE WAS INTENIONALLY LEFT BLANK

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.

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 (04/2017) of the

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

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

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

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

5. 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 Land Use and Climate Innovation, its officers, agents, employees, and servants are included as additional insured, but only with respect to work performed under this contract.

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

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

2. Automobile Liability (if applicable)

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

The Office of Land Use and Climate Innovation / Strategic Growth Council, its officers, agents, employees, and servants are included as additional insured, but only with respect to work performed under this contract.

3. Worker’s Compensation and Employers’ Liability

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

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

4. General Provisions Applying to all Policies

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

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

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

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

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

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

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

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

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

Q. Hardware and Software Responsibilities Contractor certifies that it has appropriate systems and controls in place to ensure that State funds will not be used in the performance of this contract for the acquisition, operation, or maintenance of computer software in violation of copyright laws.

GO-SERVE shall not be responsible for the procurement activities for all necessary hardware and software. The Contractor shall provide necessary hardware and software to complete services as stated in the Exhibit A – Scope of Work.

R. Ownership of Work and Copyrightable Materials Any works developed during and/or pursuant to this agreement by Contractor, including all related copyrights and other proprietary rights therein, as may now exist and/or which hereafter come into existence, shall belong to State upon creation, and shall continue in State’s exclusive ownership upon termination of this agreement. Contractor further intends and agrees to assign to State all right, title and interest in and to such materials as well as all related copyrights and other proprietary rights therein.

Contractor’s obligations under this provision shall survive the expiration or termination of this Agreement.

1) GO-SERVE reserves the right to any copyrightable materials developed under this Agreement. Upon acceptance of the copyrightable materials developed under this Agreement, and payment of the sums then due under the terms of the Agreement, GO-SERVE shall have the sole and exclusive right, title, and interest (including trade secret and copyright interests) in the copyrightable materials. Contractor and his or her subcontractors hereby assign(s) all rights, title, and interest (including trade secret and copyright interest) in any copyrightable materials developed under this Agreement to GO-SERVE.

2) GO-SERVE, at its discretion, may grant a nonexclusive and paid-up license to Contractor and his or her subcontractors to use said copyrightable materials.

Contractor and his or her subcontractors agree to cooperate with and assist GO- SERVE to apply for and to execute any applications and/or assignments reasonably necessary to obtain any patent, copyright, trademark, or other statutory protection for all copyrightable materials.

3) Contractor and his or her subcontractors shall not disclose any copyrightable materials, any of the deliverables thereof, or any portion thereof, to any other organization or person without the written consent of GO-SERVE.

4) Contractor and his or her subcontractors shall not use the copyrightable materials, any of the deliverables thereof, or any portion thereof, in any other work performed by this Agreement subject to any license granted without the written consent of GO-

SERVE.

5) Contractor’s obligations under this provision shall survive the expiration or termination of this Agreement.

S. Confidentiality of State Information It is expressly understood and agreed that information Contractor receives from State in performing its obligations under this Agreement may be deemed confidential by State.

Therefore, Contractor agrees to:

1) Observe complete confidentiality with respect to such information, including without limitation, agreeing not to disclose or otherwise permit access to such information by any person or entity in any manner whatsoever.

2) Ensure that Contractor’s employees, agents, representatives, and independent Contractors are informed of the confidential nature of such information and ensure by agreement or otherwise that they are prohibited from copying or revealing, for any purpose whatsoever, the contents of such information or any part thereof, or from taking any action otherwise prohibited under this section.

3) Not use such information or any part thereof in the performance of services to others or for the benefit of others in any form whatsoever whether gratuitously or for valuable consideration, except as permitted under this Agreement.

4) Notify State promptly and in writing of the circumstances surrounding any possession, use or knowledge of such information or any part thereof by any person other than those authorized by this paragraph.

T. Confidentiality of Data and Working Documents

1. Contractor shall not disclose data or documents or disseminate the contents of the final or any preliminary report without express written permission of GO-SERVE’s Contract Manager.

2. Permission to disclose information or documents on one occasion or at public hearings or workshops held by GO-SERVE relating to the same shall not authorize Contractor to further disclose such information or documents on any other occasion.

3. Contractor shall not comment publicly to the press or any other media regarding the data or documents generated, collected, or produced in connection with this Contract, or GO-SERVE’s actions on the same, except to GO-SERVE staff, Contractor’s own personnel involved in the performance of this Contract, at a public hearing, or in response to questions from a legislative committee.

4. Contractor shall require each of its employees or officers who will be involved in the performance of this Contract to agree to the above terms.

5. Each subcontract shall contain the foregoing provisions related to the confidentiality of data and nondisclosure of the same.

U. Evaluation of Consulting Agreements Pursuant to Public Contract Code (PCC) Sections10367 and 10369, the Contractor providing consultant services of $5,000 or more shall be advised in writing that the performance will be evaluated. The evaluation shall be prepared on a Contract/Contractor Evaluation Sheet (STD. 4), within 60 days after completion of the agreement and maintained in the Agreement file. Any negative evaluations will be sent to the Department of General Services, Office of Legal Services (DGS/OLS) and a copy sent to the Contractor within 15 days. The Contractor shall have 30 days to prepare a statement defending his or her performance under the contract and to send it to GO- SERVE and DGS/OLS.

V. Incompatible Activities

1. Contractor’s staff assigned to perform services shall not:

a. Participate in a criminal investigation or prosecution.

b. Engage in any conduct that is clearly inconsistent, incompatible, or in conflict with his or her assigned duties under this Agreement, including but not limited to, providing services that could be compensated by GO-SERVE.

c. Use information obtained performing services under the Agreement for personal gain or the advantage of another person.

d. Disclose any confidential information to…