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), the Youth Empowerment Commission (YEC), and California Volunteers (CV).

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. 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. 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.

California Volunteers administers the California Service Corps, comprised of four paid service programs – AmeriCorps California, California Climate Action Corps, #CaliforniansForAll College Corps, and Youth Service Corps. In partnership with cities, counties, nonprofits, and institutions of higher education, these programs collectively recruit and place up to 10,000 service members annually in communities across California to address key issues areas including climate, food insecurity, education, and public service.

B. PURPOSE

The State seeks a qualified Contractor with creative breadth that can quickly develop and execute an advertising/marketing campaign to support program recruitment and member enrollment. The Contractor must possess strong project management skills, the ability to manage subcontractors (if necessary), have extensive knowledge of the diverse California media market, and the ability to effectively utilize statewide media to deliver a coordinated marketing strategy.

The Contractor will:

• Provide strategy, planning and management for a campaign to generate broad programmatic awareness and reach targeted recruitment audiences in California in English and Spanish.

• Develop campaign messaging and creative assets that are evidence-based, culturally competent and responsive to ongoing feedback from trusted messengers within target audiences.

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

The goals of this project are to:

• Develop a campaign to increase awareness of the California Service Corps among diverse audiences.

• Position paid service programs as a prestigious opportunity for individuals seeking employment and/or internships.

• Help participating entities ensure strong member recruitment and enrollment.

C. Objective The work to be performed under this Agreement shall be in accordance with GO-Serve’s Request For Proposal solicitation #CV24-122. The Contractor shall provide the services in the Scope of Work described herein. In undertaking the Scope of Work outlined below, the Contractor will develop:

• Comprehensive campaign strategy and timeline, including key performance indicators and evaluation plan.

• Videos and other relevant creative assets that are culturally competent for the target populations with select materials translated into Spanish.

• An advertising/marketing campaign designed to raise awareness of the California Service Corps among target populations, primarily through digital channels, in support of member recruitment and enrollment.

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 June 1, 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 24, 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 June 1, 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 $3,500,000.00.

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.

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: Mary Martin-Mabry

Address: 1400 Tenth Street Sacramento, CA 95814

Phone: N/A

Email: Mary.Martin-Mabry@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. Strategy Development and Project Management Provide overarching strategic support for the duration of this project, identifying the most effective communications channels to reach and recruit Californians interested in paid service programs (and/or their trusted messengers). Contractor shall be responsible for developing a timeline and work plan that can be scaled up and down depending on organizational priorities, events and activities, while ensuring the budget is being used as strategically as possible.

Contractor shall 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.

2. Concept Testing and Celebrity/Creator Identification Develop between two and four creative concepts designed to motivate key target audience, including identification of seven to 10 celebrity spokespersons and/or relevant creators and influencers to deliver and endorse campaign messaging. Execute robust concept and messenger testing with representatives of key target audiences. Testing methods may include but are not limited to focus groups, in-depth interviews, and surveys. Finalize creative direction and messaging themes based on feedback from testing period.

3. Video and Creative Production Schedule, film, and produce a suite of videos and relevant creative assets based on the results of concept testing. This may include but is not limited to one premium shoot with at least two hero video cutdowns, eight to 10 creator/influencer videos promoted via their channels.

mailto:paul.wong@cv.ca.gov mailto:AccountsPayable@opr.ca.gov

Develop one hero video and creative assets and promotional/advertising content for myriad channels, including but not limited to, digital ads, social ads, radio spots, and search ads.

Spanish translation will be required for select materials. Depending on strategy, other content and materials may be required to meet the needs of the campaign.

Contractor must have a plan to evaluate the performance of videos and messaging in-real time, allowing for quick pivots to ensure all communication efforts are as effective as possible.

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

4. Celebrity/Creator Management Negotiate terms and manage relationships with select celebrity spokespersons and/or relevant creators and influencers identified during concept testing, including but not limited to contract commencement and duration, content requirements, social media/digital platforms, Contract Manager approvals, and compensation.

5. Advertising Campaign Develop a strategy and campaign to reach target audiences in English and Spanish. Tactics should include, but are not limited to, digital, paid social, web search and streaming. An advertising strategy, with sample schedules and detailed plans demonstrating how the contractor would structure a flexible advertising campaign and added value proposals, must be submitted with this RFP response.

Contractor should provide a plan for negotiating with media entities to deliver, at minimum, a 1:1 value add through a combination of bonus spots, earned media and other creative added value opportunities.

6. Social Media Engagement Provide an outline of how the state can effectively use owned social media channels, in coordination with any paid social media efforts, to increase brand awareness of the California Service Corps in support of member recruitment and enrollment. This should include guidance on how to deploy service members and alumni as brand ambassadors. Deliverables developed as part of Task 3 should include organic social content and creative assets.

7. Reporting Provide weekly and monthly status reports, as well as a comprehensive final report. At the beginning of the contract, key performance indicators 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 the campaign.

The final report shall indicate all work performed, all assets developed, an analysis of what worked and what did not, recommendations for future work and all campaign analytics.

I. Work Plan/Timeline The Contractor should be ready to commence work by March 24, 2025, with advertising ready to begin by November 3, 2025. The Contractor should expect campaign activities to conclude by

May 1, 2026. Remaining contract time 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: Strategy Development and Project Management

1.1: Create a 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.

1.2: Develop campaign timeline for duration of project, building in flexibility to ensure work can be scaled up and down within 2 weeks, depending on organization priorities, events and activities.

1.3: Provide overarching strategic support throughout the duration of this project, identifying the most effective communications channels to reach and engage Californians, especially those in target communities.

1.4: Facilitate regular meetings with California Volunteers staff to manage project deliverables and timelines.

Deliverables

1. Project workplan that includes staffing and project management plan, timeline and meeting schedule.

2. Campaign strategy that includes key messaging and content by target audience, advertising and celebrity/creator engagement plan, organic social recommendations, and key performance indicators.

Task 2: Concept Testing and Celebrity/Creator Identification

2.1: Develop between two and to four campaign concepts and identify seven to 10 relevant celebrities/creators for testing among target audiences.

2.2: Generate a research plan with testing methods and timeline, which may include surveys, focus groups, and in-depth interviews.

2.3: Produce a research report with recommended campaign concepts and celebrities/creators, based on performance among target audiences.

Deliverables

1. Two to four campaign concepts and seven to 10 celebrities/creators for testing.

2. Research plan including methods and timeline; concept recommendations based on research findings.

Task 3: Video and Creative Production 3.1: Develop a creative strategy that can generate broad awareness of the California Service Corps, position the opportunities as prestigious, support member recruitment, and equip stakeholders to understand and champion the California Service Corps brand and paid service more broadly. Include strategic recommendations for soliciting and incorporating stakeholder feedback into creative both initially and on an ongoing basis to ensure assets resonate with intended audiences.

3.2: Develop video production schedule including pre-production, production, and post-production logistics and timelines, as well as target dates for key deliverables.

3.3: Produce one hero video and eight to 10 celebrity/creator videos, including a suite of relevant creative assets that can be used for promotion across myriad channels (paid and organic). Select videos and assets will need to be produced in or translated to Spanish.

3.4: Define an evaluation strategy to ensure messaging and creative assets are resonating throughout the campaign and make recommended pivots to strategy as needed.

3.5. Ensure California Volunteers can use creative assets in perpetuity, even after the conclusion of the contract.

Deliverables

1. One premium video shoot with two hero video cutdowns; may include Spanish translation depending on campaign strategy.

2. Eight to 10 celebrity/creator videos disseminated via their channels (as well as State owned channels); may include Spanish translation depending on campaign strategy.

3. A suite of creative assets that can be used across myriad channels for paid and organic promotion; may include Spanish translation depending on campaign strategy.

4. Evaluation strategy that allows for quick pivots as needed.

Task 4: Celebrity/Creator Management

4.1: Negotiate terms with select celebrity spokespersons and/or relevant creators and influencers identified during concept testing.

4.2: Manage all aspects of celebrity/creator relationship, including production and promotion of key deliverables (videos, messaging, etc.) while meeting target dates set in the campaign strategy.

Deliverables

1. Three to five celebrity/creator contracts and a management plan to ensure terms and conditions are met and deliverables are received on or before target dates.

Task 5: Advertising Campaign

5.1: Develop a media strategy and advertising campaign to reach target audiences in English and Spanish.

5.2: Plan and execute ads through relevant channels, including but not limited to, digital, paid social, web search and streaming.

5.3: Evaluate the effectiveness of the advertising campaign and develop a plan to change tactics as needed.

Deliverables

1. Paid media strategy, including plan for engaging ethnic media, and strategy for securing value-added partnerships.

2. Successfully executed advertisements with evaluation plan detailing audience, views, cost, and other relevant analytics.

Task 6: Social Media Engagement 6.1: Outline of how the state can effectively use owned social media channels to increase brand awareness of the California Service Corps.

6.2: Provide guidance on how to deploy service members and alumni as brand ambassadors.

Deliverables

1. Organic social media strategy, assets and content calendar.

2. Social media influencer training package for compelling service members/alumni.

Task 7: Reporting

7.1: Identify key performance indicators for the campaign and recommendations for tracking against them for the duration of the campaign. Key performance indicators should be disaggregated by geographic area, age, and other relevant demographics to ensure the target audience is reached.

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

7.3: Provide monthly reports on projects, deliverables and metrics as well as analysis for how the campaign is measuring against key performance indicators. Reports should include website analytics and a template for future performance evaluation.

7.4: Produce a final report indicating all work performed, all assets developed, an analysis of what worked and what didn’t, recommendations for future work and all campaign analytics.

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. Website analytics and reporting/evaluation template.

B.) Proposed Timeline

Task # Deliverable Target Date

1 Project workplan that includes staffing and project management plan, timeline and meeting schedule.

May 1, 2025

1 Campaign strategy that includes key messaging and content by target audience, advertising and celebrity/creator engagement plan, organic social recommendations, and key performance indicators.

June 24, 2025

2 Two to four campaign concepts and seven to 10 celebrities/creators for testing

July 24, 2025

2 Research plan including methods and timeline; concept recommendations based on research findings.

July 24, 2025 – August 23, 2025

3 One premium video shoot with two hero video cutdowns;

may include Spanish translation depending on campaign strategy.

Sept. 5, 2025 – Oct.18, 2025

3 Eight to 10 celebrity/creator videos disseminated via their channels (as well as State owned channels); may include Spanish translation depending on campaign strategy.

Sept. 5, 2025 – Oct.18, 2025

3 A suite of creative assets that can be used across myriad channels for paid and organic promotion; may include Spanish translation depending on campaign strategy.

Oct. 18, 2025

3 Evaluation strategy that allows for quick pivots as needed. Oct. 25, 2025 4 Three to five celebrity/creator contracts and a management plan to ensure terms and conditions are met and deliverables are received on or before target dates.

Sept. 5, 2025 – Oct.18, 2025

5 Paid media strategy, including plan for engaging ethnic media, and strategy for securing value-added partnerships.

Sept. 25, 2025

5 Successfully executed advertisements with evaluation plan detailing audience, views, cost, and other relevant analytics.

Nov. 3, 2025 – April 28, 2026

6 Organic social media strategy, assets and content calendar.

April 28, 2026

6 Social media influencer training package for compelling service members/alumni.

April 28, 2026

7 Weekly, monthly and final reports for the outreach and engagement effort that delineate progress towards key performance indicators.

Ongoing

7 Website analytics and reporting/evaluation template. Ongoing

J. Due Dates Contract shall commence on March 24, 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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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 $3,500,000.00.

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

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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. GO-Serve reserves the right to interview any additional or substitute staff.

E. Deliverable Format

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

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

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

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

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

G. Subcontractors

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

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

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

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

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

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

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

SOW.

H. DVBE Subcontractor Participation and Reporting Requirements

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

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

817) certifying all of the following:

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

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

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

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

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

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

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

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

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

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

I. Replacement of DVBE Subcontractors

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

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

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

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

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

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

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

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

M. Termination

1. In addition to the rights under Exhibit C – General Terms and Conditions (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 Governor’s Office of Service and Community Engagement, its officers, agents, employees, and servants are included as additional insured, but only with respect to work performed under this contract.

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

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

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

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

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

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

4. General Provisions Applying to all Policies

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

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

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

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

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

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

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

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

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

Q. Hardware 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…