ATTACHMENT_3_DRAFT_STANDARD_AGREEMENT.pdf

EXHIBIT A – SCOPE OF WORK

A. BACKROUND

The Governor’s Office of Service and Community Engagement (GO-Serve) is an office of the Executive Branch which serves to elevate paid service and volunteerism in the state, promotes more youth and community engagement, and advances public awareness and outreach efforts to tackle the state’s most pressing challenges. GO-Serve consists of the Office of Community Partnerships and Strategic Communications (OCPSC), California Volunteers (CV), and the Youth Empowerment Commission (YEC).

The Office of Community Partnerships and Strategic Communications is tasked with taking on the critical role of managing priority public education and community engagement efforts and provide ongoing support to community-based organizations. California Volunteers is tasked with engaging Californians in service, volunteering, and civic action to tackle the State’s most pressing challenges while mobilizing all Californians to volunteer and serve in their communities. The Youth Empowerment Commission aims to provide meaningful opportunities for civic engagement to improve the quality of life for California’s youth - especially disadvantaged youth.

The Coronavirus (COVID-19) pandemic forced the state to rethink existing strategies for engagement and mobilization of Californians around pressing community issues. California Volunteers, as the State Service Commission and the lead for volunteerism, service, and civic engagement in the state, developed and launched three new paid service programs to help mobilize Californians around challenging key state issues and priorities; Youth Service Corps, #CaliforniansForAll College Corps and California Climate Action Corps. The creation of these programs greatly increased the number of opportunities for Californians to gain skills and earn money while making a direct impact on communities across the state. Along with AmeriCorps California, these programs are collectively referred to as the California Service Corps.

California Volunteers is now expanding recruitment efforts to bolster ongoing success through pipeline building and grassroots outreach focused on individuals of high school age. The expansion will have two objectives: 1) create a robust, statewide network of grassroots-level trusted messengers equipped with collateral for promoting California Service Corps opportunities to target recruitment audiences across the state; and 2) research and curate a calendar of events and conferences suitable for reaching target recruitment audiences across the state, including a supply of physical recruitment collateral. California Volunteers is working with local government and nonprofit partners to support this work by cultivating relationships with business, nonprofit and government leaders, strengthening networks, and pursuing paid and earned media coverage. This recruitment outreach effort will produce 500 new grassroots-level trusted messengers and support them as they promote California Service Corps opportunities to target audiences. This will also lay the groundwork for California Service Corps programs awareness to be shared at relevant events and conferences throughout the contract term.

B. PURPOSE

The State seeks a qualified Contractor that can quickly develop and execute a pipeline building strategy designed to familiarize key target audiences across the state with the California Service Corps, generate interest from prospective service members and engage new recruitment contacts for high school and college-bound audiences. The Contractor must possess strong project man-agement skills, the ability to manage subcontractors (if necessary), have extensive knowledge of reaching targeted grassroots audiences through proven, specific information sources. The Contrac-tor will assist in the coordination, development and implementation of targeted outreach efforts and provide support through audience identification research and audience development, strategic planning and community engagement to support recruitment and member enrollment.

C. Objective The work to be performed under this Agreement shall be in accordance with GO-Serve’s Request For Proposal solicitation #CV24-108. The Contractor shall provide the services in the Scope of Work described herein. In undertaking the Scope of Work outlined below, the Contractor will provide strategy, planning and management for a project that will identify target recruitment audiences and trusted messengers for California Service Corps.

The goals of this project are to:

1. Identify and understand target recruitment audiences, including trusted messengers.

2. Increase awareness of the California Service Corps among target recruitment audiences.

3. Help California Volunteers build a sustainable model for scalable service member recruitment.

Towards these goals, the Contractor will:

• Create an outreach plan that is culturally competent and incorporates ongoing feedback from existing partners, trusted messengers and California Volunteers staff.

• Develop, produce and disseminate collateral to target recruitment audiences and trusted messengers across the state.

• Create a strategic calendar of events and conferences relevant to target recruitment audiences and develop a plan for securing registrations and sponsorships, including exhibitor attendance and staffing (as needed) at events and conferences.

• Maintain an ongoing reporting schedule that shares updates on project, including metrics and deliverables timelines weekly and monthly, cumulating in a final report for the project.

The term of this agreement will begin when the agreement has been executed by all parties and has been approved from the Department of General Services, if required, and continue through March 9, 2026.

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 California Volunteers office located at 1400 Tenth Street, Sacramento, CA 95814.

E. Term of Agreement The term of this agreement will begin March 10, 2025 or when the agreement has been executed by all parties and has been approved by the Department of General Services, if required, and continue through March 9, 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 $500,000.00.

Restrictions: Any and all travel costs or incidentals must be covered by the Contractor and are not the responsibility of the State under this agreement.

The table below provides a preferred percentage breakdown of dollars allocated to each task in the scope of work. If a Proposer does not use the preferred percentage of budget breakdown above, they must provide justification, or the Proposer may be marked down in the Technical Criteria Section.

Scope of Work Tasks Percentage of Budget

Task 1: Formative Research and Audience Identification 10% ($50,000) Task 2: Strategy Development and Project Management 14% ($70,000) Task 3: Creative Asset Production and Distribution 63% ($314,000) Task 4: Event/Conference Tabling, Staffing and Sponsorship

8% ($41,000)

Task 5: Reporting and Evaluation 5% ($25,000)

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

The Project Representatives for this agreement are:

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

Role: Contract Manager Project Manager

Name: Lorry Marvin

Address: 1400 Tenth Street Sacramento, CA 95814

Phone: N/A

Email: Lorry.Marvin@cv.ca.gov

Direct all contractual inquiries to:

Organization: California Volunteers [PROPOSER ENTERS THEIR

INFO IN THEIR SOW]

Name: Paul Wong

Email: paul.wong@cv.ca.gov

Direct all financial inquiries to:

Organization: Governor’s Office of Land Use and Climate Innovation

[PROPOSER ENTERS THEIR

INFO IN THEIR SOW]

Name: Accounts Payable

Email: AccountsPayable@opr.ca.gov

H. SCOPE OF WORK

The selected Contractor shall be required to provide the following services:

1. Formative Research and Audience Identification mailto:paul.wong@cv.ca.gov mailto:AccountsPayable@opr.ca.gov

Contractor will conduct formative research (market research, surveys, in-depth interviews, or focus groups) to identify target recruitment audiences and trusted messengers for California Service Corps programs, focusing on high-school aged individuals. Formative research results should include but are not limited to audience profiles with psychographics/demographics and trusted information sources.

2. Strategy Development and Project Management Contractor will be responsible for designing and implementing a comprehensive outreach strategy for target recruitment audiences which includes but is not limited to opportunity identification, timelines, performance indicators, and evaluation. Contractor will develop and implement a trusted messenger engagement strategy which includes but is not limited to identifying and establishing a network of trusted messengers, dissemination of digital and printed materials (including by mail), tracking interactions with identified trusted messengers and transferring the entire network along with all pertinent contact and interaction records to California Volunteers at a pre-determined point.

Contractor will provide overarching project management for the duration of this project, initiating coordination with California Volunteers staff, developing a timeline and work plan that can be scaled up and down within two weeks depending on organizational priorities, events, including staffing and activities, while ensuring budget is being used as strategically as possible. Contractor will be responsible for establishing, scheduling and managing a regular meeting schedule with California Volunteers to report on status of deliverables and ensure work is progressing as scheduled and delivering desired results. Contractor shall be responsible for taking notes at the meetings and circulating after the fact with any action items that were discussed.

3. Physical Materials Contractor will produce two complete tabling and outreach kits, including but not limited to:

tablecloths, retractable banners, tabletop displays, print materials, interactive displays. Contractor will produce collateral for use by trusted messengers/stakeholders, including but not limited to flyers, postcards, stickers and posters. Translation to Spanish may be required for some collateral.

Contractor will curate and disseminate recruitment packets to relevant trusted messengers/stakeholders throughout the state (identified as part of the outreach strategy).

Any creative assets or physical collateral developed will be owned by the State in perpetuity, ensuring the State can continue to use these materials moving forward.

4. Event and Conference Registration, Staffing and Sponsorship Contractor will collaborate with California Volunteers staff to identify at minimum 10-15 events/conferences suitable for tabling to reach target recruitment audiences. Contractor will manage exhibitor registration and all other logistics as necessary for select events/conferences;

travel and staffing may be required. Contractor will develop a staffing plan to table at selected events/conferences.

Contractor will collaborate with relevant California Volunteers staff to identify and execute 3-5 event sponsorships (including coordination of event logistics and relevant sponsorship benefit opportunities) suitable for reaching target recruitment audiences.

5. Reporting and Evaluation Contractor will provide weekly and monthly status reports, as well as a comprehensive final report.

At the beginning of the contract, key performance indicators (KPIs) will be determined, all weekly and monthly will track progress against those indicators as well as capture work completed, upcoming deliverables and any strategic adjustments necessary to improve the quality of this effort. Contractor will provide event summaries and performance reports (including spend and progress towards KPIs) following all events/conferences and sponsorships.

Contractor will provide California Volunteers with a final report, including but not limited to a summary of all work performed, all assets developed, insights into what worked and did not, and recommendations for future work.

I. Work Plan/Timeline The Contractor should be ready to commence work by March 10, 2025, with outreach activities and event registrations ready to begin by May 19, 2025. The Contractor should expect outreach activities to conclude by February 10, 2026. February 11, 2026, to March 9, 2026 will be reserved for final reporting and transferring of project files.

A.) Tasks and Deliverables

Contractor shall be responsible for the following tasks and deliverables throughout the duration of this agreement:

Task 1: Formative Research and Audience Identification

1.1: Develop plan and timeline for conducting formative research (to identify target audiences and trusted messengers).

1.2: Conduct formative research as outlined in plan.

1.3: Produce findings report, including target audience recommendations and personas (for target audiences and trusted messengers) and trusted information sources.

Deliverables

1. Research plan and timeline

2. Research and findings report:

a. Geographic recommendations

b. Target audience recommendations

c. Target audience personas (including trusted information sources)

d. Trusted messenger recommendations

e. Trusted messenger personas

Task 2: Strategy Development and Project Management

2.1: Project management plan with key personnel identified who will be managing all aspects of the project, key deliverables, timelines and reporting as well as plan for managing work orders and invoicing to ensure invoices can be paid quickly.

2.2: Produce outreach and engagement strategy for target recruitment audiences and trusted messengers with key performance indicators, timeline, dissemination and communication strategy, as well as ongoing involvement of California Volunteers staff as requested, and ultimate transition of established network of trusted messengers to California Volunteers.

2.3: Develop a list of at least 500 trusted messengers including but not limited to name, title, organization, email address and target audience representation.

2.4: Develop and implement a plan for conducting initial outreach to identified trusted messengers and tracking engagement.

2.5: Develop a plan for continually involving California Volunteers staff in trusted messenger engagement as requested and transitioning all trusted messenger data including contact information, notes of interactions and all other relevant data to California Volunteers.

2.6: Provide overarching strategic support throughout the duration of this project.

2.7: Develop a regular meeting schedule with California Volunteers staff to report on status of deliverables.

Deliverables

1. Project management plan and key performance indicators.

2. Trusted messenger outreach and engagement strategy that includes transition of data and information to California Volunteers.

3. Evaluation plan to test trusted messenger engagement strategy during project and make recommended pivots to plan as needed.

Task 3: Physical Materials

3.1: Collaborate with California Volunteers to produce creative assets for two full tabling kits with creative assets for exhibiting at conferences/events in English and Spanish.

3.2: Develop and disseminate collateral for trusted messengers in English and Spanish.

3.3: Plan for ensuring California Volunteers can use creative assets in perpetuity, even after the conclusion of the contract.

Deliverables

1. Two complete tabling and outreach kits including but not limited to tablecloths, retractable banners, tabletop displays, interactive displays, stickers, decals and print materials (in English and Spanish).

2. Collateral for use by trusted messengers/stakeholders, including but not limited to introductory letter catered to that audience flyers, postcards, stickers, decals and posters, including but not limited to digital and print (in English and Spanish).

3. Dissemination of collateral packets to trusted messengers/stakeholders via mail or other agreed upon methods.

Task 4: Event and Conference Registration, Staffing and Sponsorship

4.1: Produce calendar of event and conference tabling and sponsorship opportunities suitable for California Service Corps recruitment outreach, complete with exhibitor registration and sponsorship costs, registration timelines, audience size and description, coordinator contact information and other pertinent details.

4.2: Present a strategic event and conference tabling and sponsorship calendar to California Volunteers for selection and approval.

4.3: Secure and manage exhibitor and/or sponsorship registration for selected events and conferences, including a Contractor and California Volunteers staffing plan for each event and a standardized timeline.

4.4: Develop strategy for ensuring lead and contact information captured at/through events and conferences will be received directly by California Volunteers within a timeline established by California Volunteers and in a manner that ensures protection of personally identifying information (PII).

4.5: Develop and execute an evaluation plan event and conference tabling participation and/or sponsorship.

4.6: Contractor staff will act as an exhibitor at selected events and conferences on behalf of California Volunteers as needed throughout the contract period.

Deliverables

1. 10-15 completed event/conference exhibitor registrations as agreed upon by California

Volunteers staff including registration details and Contractor staff attending.

2. 3-5 secured event and conference sponsorships to reach California Service Corps’ target recruitment audiences and trusted messengers, including sponsorship details.

3. Strategy for ensuring leads/contacts gathered at/through events/conferences will be directly received by California Volunteers and that PII will be protected.

4. Evaluation of event and conference participation measured against key performance indicators.

Task 5: Reporting and Evaluation

5.1: Develop an evaluation plan to test trusted messenger outreach and engagement strategy during project and make recommended pivots to plan as needed.

5.2: Recommended additional key performance indicators for the outreach and engagement effort and methods for measuring them throughout the duration of the outreach effort. Key performance indicators should be disaggregated by geographic area, language and specific population to ensure the target audience is reached.

5.3: Produce summaries and performance reports for events/conferences and sponsorships.

5.4: Provide weekly status reports that include key activities, deliverables and timelines for both the Contractor and California Volunteers staff.

5.5: Provide a final report which includes but is not limited to a summary of all work performed, all assets developed, and an outreach & engagement effort evaluation, including insights for what worked, what did not work well and recommendations for future work.

Deliverables

1. Weekly, monthly and final reports for the outreach and engagement effort that delineate progress towards key performance indicators. Reporting structure to be determined by California Volunteers and the Contractor once selected.

2. Recurring and final reports for the trusted messenger engagement activities.

3. Event summaries and performance reports (including spend and progress towards KPIs) following each event/conference and sponsorship.

B.) Proposed Timeline

Task # Deliverable Target Date

2 Overall Project Management Plan with key deliverables, timelines, reporting, and related tasks

April 28, 2025

1 Formative Research Plan April 28, 2025 1 Target audience recommendations (personas and trusted information sources) May 12, 2025

1 Trusted messenger recommendations (personas and trusted information sources)

May 12, 2025

2 Trusted messenger outreach and engagement strategy and plan (including regular meeting schedule and plan to transition to California Volunteers)

May 19, 2025

2 List of 500 trusted messengers June 19, 2025 4 Calendar of event/conference exhibitor registrations & sponsorships June 16, 2025

3 Two tabling kits (tablecloths, banners, tabletop displays, print materials, etc.)

July 14, 2025

3 Outreach assets for trusted messengers in English and Spanish with plan for ensuring California Volunteers can use assets in perpetuity

July 14, 2025

3 Trusted messenger outreach, engagement and toolkit dissemination

August 25, 2025

4 Complete registration for event/conference 1 through 10 (up to 15)

Sept. 1, 2025

4 Complete sponsorship registration for event/conference 1 through 3 (up to 5)

Sept. 1, 2025

4 Staff exhibitor booth at event/conference 1 through event/conference 10 (up to 15)

Sept. 1, 2025 – March 2025

4 Provide required print and/or digital assets for sponsorship of 1 through 3 (up to 5) event/conferences

Sept. 1, 2025 – March 2025

5 Weekly Reporting Ongoing 5 Monthly Reporting Ongoing 5 Final Report March 5, 2026

J. Due Dates Contract shall commence on March 10, 2025 or when GO-Serve reviews and approves the contract. Due to the localized nature of this work, all activities will need to be nimble, allowing the state to scale up and down the project when necessary. Below is a sample timeline with key deliverable dates. Dates of work products shall be dependent on the needs of the state throughout the duration of the project and shall be determined between both the Contractor and California Volunteers as the project progresses.

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RESERVED FOR

ATTACHMENT 4 – CONTRACTOR SCOPE OF WORK

RESPONSE

*Note: Attachment 4 will become Attachment A1 for the awarded contract. See Attachment 4 for Contractor Scope of Work 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@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 http://www.calhr.ca.gov/employees/pages/travel-reimbursements.aspx mailto:AccountsPayable@opr.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 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

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

EXHIBIT D – SPECIAL TERMS AND CONDITIONS

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

B. Settlement of Disputes

1. In the event of a dispute, Contractor shall file a “Notice of Dispute” with 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 Contractor 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 fol-lowing, 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-Servedoes 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.

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

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 Governor’s Office for 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 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…