EEOS90724_Exhibits.pdf

State Controller’s Office RFP Number EEOS90724

Exhibit A

SCOPE OF WORK

A. Description of Services

The Consulting Process Reengineer (Contractor) shall identify and document business processes for the California State Controller’s Office (SCO). The Contractor shall:

1. Develop branded templates and create a document repository.

2. Create and maintain a business process and procedure inventory.

3. Conduct analysis, document processes and procedures, and recommend business process improvements.

4. Create new materials as needed in various formats (e.g., Visio, Excel, Word and PowerPoint).

Agreement Term

The term of this Agreement shall be for 18 months, with the options to extend the term of this agreement for an additional 18 months, increase the cost at the originally agreed upon hourly rates specified in Exhibit B, Attachment 1 Cost Worksheet, and increase the number of key staff. The rates in Exhibit B, Attachment 1, Cost Worksheet will not increase as a result of any amendment to this Agreement. This Agreement may be terminated by SCO with a 30-day written notice to the Contractor.

Contractors are cautioned that no work will begin until the Agreement has been fully executed. If work is performed prior to agreement approval, and the Agreement for any reason is not approved, all previous work performed by the Contractor is considered donated to SCO and no payment shall be made for that work.

Agreement Amount

The Contractor and SCO representatives are responsible for monitoring the Agreement cost to ensure it does not exceed the maximum amount of the Agreement without an executed amendment.

B. Contractor Responsibilities:

1. SCO requires that all tasks be completed and delivered to the SCO representative in Section N, Item 1 on or before the due dates specified in Table 1. All completed tasks, standards, processes, plans, and applicable reference materials must be available to SCO upon request. SCO reserves the right to request an in-depth written and/or oral presentation of findings and/or recommendations put forth by the Contractor.

2. Table 1 describes the Tasks or Work Products required under the terms of this agreement. All work products will be reviewed and approved by the SCO Contract Manager or their designee for a specific business process.

Table 1:

Task Group Task Title Task Description Date Due

1 Monthly Status Reports (MSRs)

1.1 Monthly Status Reports

The Contractor shall prepare and deliver written MSRs. The report period is the previous calendar month. MSRs must include the following information:

a. the background, scope, and purpose of services

b. activities completed during the report period

The fifth State business day of each calendar month.

Exhibit A

Task Group Task Title Task Description Date Due

c. work in progress

d. unplanned activities

e. activities scheduled for the next report period

f. listing of tasks completed during the report period and their status

g. concerns and issues

h. a financial summary, including budgeted and actual expenses and planned monthly expenditures for this agreement and any revisions (e.g., changes to the spending plan).

2 Weekly [or Bi-

Weekly] Status Reports (WSRs

[BWSRs])

2.1 Weekly Status Reports

The Contractor shall prepare and deliver oral and written WSRs or BWSRs that include an overview of:

a. Activities accomplished

b. Upcoming activities

c. Schedule

d. Findings

e. Corrective action planning

f. Issues and risks

g. Lessons learned

h. Recommendations for process improvements

i. Identify strengths, weaknesses, opportunities

j. and threats (SWOT)

The Contractor shall deliver written reports to the Contract Manager assigned to this engagement at the conclusion of weekly or bi-weekly oral presentations/discussions.

As scheduled by the Contract Manager.

3 Business Process

Documentation and Maintenance

3.1 Develop Branded Templates and a Document

Repository

The Contractor shall:

a. Develop uniform and branded templates for process documents, job aids, checklists, and workflows considering the type of process, SCO’s Style Guide and branding requirements, and best practices for business process and procedure documentation.

b. Collaborate with the Contract Manager and gain approval of all templates before applying to individual work products.

c. Develop and transition an enterprise-wide SharePoint site as a document repository for SCO business processes and procedures.

Per submitted work planned in the MSR

Exhibit A

Task Group Task Title Task Description Date Due

3.2 Business Process and Procedure Inventory and

Work Plan The Contractor shall:

a. Collaborate with SCO division stakeholders to identify existing or missing business processes and procedures.

b. Create and maintain an enterprise-wide business process and procedure inventory.

c. Create and maintain a work plan that includes the tasks and work products to be completed, Contractor resources, SCO process owners and subject matter experts, start and end dates, and other fields necessary to track the work to completion.

3.2 Conduct Analysis, Document Processes and

Procedures, and Recommend Process Improvements The Contractor shall:

a. Conduct analysis to determine missing processes and procedures.

b. Transition existing processes and procedures to new templates and facilitate a review and approval with SCO stakeholders.

c. Identify opportunities for new or improved business processes or procedures. Engage in discussions with SCO on possible approaches to any business process changes.

d. Document undocumented or missing processes and procedures.

e. Recommend best practices based on industry benchmarks and considering lessons learned on this engagement.

3.3 Create New Materials

The Contractor shall:

a. Create new materials in various formats (e.g., Visio, Excel, Word, and PowerPoint) as requested by the Contract Manager.

b. Create SharePoint sites and pages.

4 Knowledge Transfer

4.1 Knowledge Transfer Materials

The Contractor shall prepare and deliver all documents and artifacts required for SCO staff to perform ongoing business process and procedure maintenance, including the following:

a. Knowledge Transfer Plan

b. Training Materials for SCO staff

c. Training Sessions for SCO staff

Per submitted work planned in the MSR.

4.2 Knowledge Transfer Topics

The Contractor shall provide knowledge transfer to

Exhibit A

Task Group Task Title Task Description Date Due

SCO staff for the following topics:

a. Business process and procedure templates

b. Business process and procedure maintenance

c. Policy and Procedures SharePoint maintenance

4.3 Knowledge Transfer Training

The Contractor shall conduct knowledge transfer training sessions for SCO staff.

5 Final Report 5.1 Final Report

The Contractor shall develop and submit a Final Report. The report shall detail:

a. contract activities

b. accomplishments

c. a budget summary

d. lessons learned

e. suggestions for improvement

Ten State business days prior to agreement term end date.

3. The Contractor shall:

a. Attend four meetings per month in person, when necessary, and support SCO at 300 Capitol Mall

(Emerald Tower), Sacramento, CA 95814, 3301 C St., Sacramento, CA 95816 (The Park) and 10600 White Rock Road, Rancho Cordova, CA 95670 (White Rock Road). Contractor staff shall be responsible for travel arrangements and for expenses incurred to and from SCO locations, at the time and date scheduled with the Contract Manager. SCO shall provide up to five business days’ advance notice of a required in-person meeting.

b. Designate a contract manager to whom all communications are addressed and who has the authority to act on all aspects of the services. The Contractor’s Contract Manager shall review the Agreement and associated documents with SCO Contract Manager or their designee to ensure understanding of the responsibilities of both parties.

c. Comply with all applicable SCO policies and procedures.

d. Retain independence and avoid undue influence by any internal or external entity while advising the

SCO Contract Manager.

e. Provide a physical address, if necessary, to which any laptops and RSA hard tokens issued by SCO will separately ship, as well as a phone number and an email address for the laptop recipient(s).

f. Contact the SCO Contract Manager listed in Section N. Contacts, Item 1. to verify contractor staff credentials and to enable the laptop(s) upon receipt of the SCO laptop(s) and RSA hard token(s).

The Contractor shall be responsible for the care of the laptop(s) and use them only for SCO-related business.

g. Connect only a Bluetooth mouse, keyboard, and other SCO-approved peripherals to the SCO laptop(s).

h. Not insert a Universal Serial Bus (USB), external hard drive, or any other storage devices into the SCO laptop(s).

Exhibit A

i. Return all SCO property, including security badges and computer equipment prior to the expiration date of the Agreement.

j. When applicable, contact the SCO Contract Manager listed in Section N. Contacts, Item 1. at least 24 hours prior to returning the laptop(s) to SCO. The Contractor shall ensure the laptop(s) has an internet connection that allows SCO to log in and wipe the laptop(s) prior to packaging and shipping.

k. Provide draft results and to incorporate, as appropriate, comments provided by the SCO Contract

Manager. The Contractor shall expect to conduct walkthroughs to discuss preliminary and draft results of their work.

C. Contractor Tasks and Reporting Requirements

SCO requires that all reports be completed and delivered to SCO on or before the due date. Due dates will be established by mutual agreement after agreement execution. All reports, standards, processes, plans, and applicable reference materials must be available to SCO upon request. For all tasks, SCO reserves the right to request an in-depth written and oral presentation of findings and recommendations put forth by the Contractor.

1. Monthly Activity Reports

The Contractor shall submit written monthly activity reports to the Contract Manager for time spent on completed tasks and work in process. The reports shall identify the tasks associated with completed work and the hours and rate by staff, as well as an overview of research, reviews, activities, findings, and recommendations. There shall be a signed acceptance from the Contract Manager for each Activity Report before invoices can be processed for payment.

2. Findings, Recommendations, and Work Products

The Contractor shall prepare reports for the Contract Manager as needed. The Contractor must submit written reports, upon the request of the Contract Manager, demonstrating research, reviews, activities, findings, and recommendations.

3. Final Report

At agreement completion, the Contractor shall develop and submit a Final Report to the Contract Manager. The report must detail project activities, accomplishments, budget summary, lessons learned, and suggestions for developing and/or improving ongoing activities.

4. The Contractor shall work with various external vendors, in addition to state staff and various stakeholders.

5. The Contractor shall attend scheduled meetings and provide presentations as required.

6. The Contractor shall promptly notify the SCO Contract Manager of events or proposed changes that could affect the scope, budget, or schedule of work performed under this agreement.

7. The Contractor shall perform work virtually, unless otherwise agreed upon by the parties, during normal business hours [8:00 a.m. to 5:00 p.m. Pacific Time (PT)] Monday through Friday, except State holidays. For a list of holidays which SCO observes, go to the following link:

www.calhr.ca.gov/employees/pages/state-holidays.aspx.

8. For project-related activities, the Contractor must provide the ability to interact with state staff virtually

Exhibit A via Microsoft Teams. Contractor staff that are required to telework may be notified to report to the SCO office or designated location with advance notice. Contractor staff must report to the SCO office or designated location within 24 hours of such notice, if feasible, but no later than five business days after being notified by the SCO Contract Manager.

9. The Contractor shall ensure all Contractor staff read and complete standard SCO documents (i.e.

Policy Acknowledgement, Technology Resources, Zero Tolerance for Discrimination, and Harassment Training) upon onboarding. These documents will be presented to the Contractor’s staff by SCO for completion and return to SCO Contract Manager within five business days.

D. General Service Requirements

1. Document Format: Unless explicitly stated otherwise in Exhibit A, Scope of Work, all required documentation will be provided in a format compatible with SCO standard applications (Microsoft Office). For the reports identified in Section C. Contractor Tasks and Reporting Requirements, the format and content must be pre-approved by the SCO Contract Manager.

2. Electronic versions will be stored in an SCO-designated central repository and remain the sole property of SCO. The delivery media will be compatible with SCO storage devices.

E. Kickoff Meeting

Within 15 business days of agreement execution, the Contractor shall conduct a kickoff meeting with the SCO team to:

1. Review the details of the Scope of Work (SOW) to ensure a clear understanding of the goals and expectations

2. Review the roles and responsibilities of the Contractor and SCO staff

3. Review the tasks, the schedule, and coordinate a high-level review

4. Discuss critical factors that may impact workload

5. Review administrative and reporting requirements

6. Discuss and agree upon the process for communicating issues, risks, and status

7. Discuss and agree upon the approach to tracking and managing performance and results

8. Introduce contractor staff

F. Performance Review and Acceptance Criteria

It shall be the sole determination of SCO as to whether the Contractor’s performance has been successfully completed and is acceptable to SCO.

1. Process:

a. The Contractor shall complete assigned tasks and deliver any required documentation to the SCO

Contract Manager by the written agreed-upon date for review.

b. SCO Contract Managers documentation review time shall not be more than 10 business days, except when there is another written mutually agreed-upon time frame. Business days are Monday through Friday, 8:00 a.m. to 5:00 p.m. Pacific Time (PT) excluding the California state holidays

Exhibit A listed at: http://www.calhr.ca.gov/employees/pages/state-holidays.aspx.

c. SCO Contract Manager shall provide written notification to the Contractor of any required revisions.

The Contractor will review the SCO written response, make appropriate adjustments, and submit to the SCO Contract Manager for acceptance within three business days of receiving revision requests.

d. After considering the scope of the changes, SCO Contract Manager may, at their discretion, allow a period longer than three business days, which shall be confirmed in writing.

e. After receipt of the revised documents, SCO Contract Manager review time must not be more than five business days unless another, written mutually agreed-upon time frame has been determined.

f. The Contractor shall not change a report that has been accepted by the SCO Contract Manager without SCO Contract Managers written approval.

G. Performance Not Meeting Requirements

Should the work performed, or the work product produced by the Contractor fail to meet the minimum state requirements or other applicable standards, specifications, or guidelines, the following resolution process will be employed except as superseded by other binding processes. Project documentation that does not meet agreement requirements will be returned to the Contractor as incomplete.

1. SCO Contract Manager must notify the Contractor in writing within 10 business days after receipt of the unsatisfactory work performed or work product produced, about any acceptance problems by identifying the specific inadequacies and/or failures in the services performed and/or the products produced by the Contractor.

2. Within five business days after initial problem notification, the Contractor shall respond to SCO

Contract Manager by submitting a detailed explanation that describes how the identified services and products actually adhere to and satisfy all applicable requirements, and/or a proposed corrective action plan to address the specific inadequacies or failures in the identified services or products.

Failure by the Contractor to respond to SCO Contract Manager’s initial problem notification within the required time limits may result in payment delays, or immediate agreement termination. In the event of such termination, SCO must pay all amounts due to the Contractor at SCO Contract Manager’s direction for all work accepted prior to termination.

3. SCO Contract Manager shall, within five business days after receipt of the Contractor’s detailed explanation or proposed corrective action plan, notify the Contractor in writing whether they accept or reject the explanation and plan. If SCO Contract Manager rejects the explanation and plan, the Contractor will submit a revised corrective action plan within three business days of notification of rejection. Failure by the Contractor to respond to SCO Contract Manager’s notification of rejection by submitting a revised corrective action plan within the required time limits may result in immediate agreement termination. In the event of such termination, SCO shall pay all amounts due to the Contractor at SCO Contract Manager’s direction for all work accepted prior to termination.

4. SCO Contract Manager shall notify the Contractor in writing whether the revised corrective action plan proposed by the Contractor is accepted or rejected, within five business days of receiving the revised plan. Rejection of the revised corrective action plan may result in immediate agreement termination. In the event of such termination, SCO must pay all amounts due to the Contractor at SCO Contract Manager’s direction for all work accepted prior to termination.

Exhibit A

H. Contractor Staff Changes

1. The Contractor must commit to the continuing availability and participation of the qualified key staff filling key staff responsibilities, to the extent of the Contractor’s control for the duration of the Agreement. The Contractor shall not request the State’s mutual agreement for Contractor key staff changes for a period of 12 months after the Effective Date of this agreement.

2. SCO recognizes that the Contractor’s key staff may be unavailable due to circumstances beyond the Contractor’s control such as illness, an extended leave of absence, death, termination, resignation, or other factors beyond the Contractor’s control. However, the Contractor shall make its best efforts to ensure staff continuity throughout the term of the Agreement.

3. In the event the Contractor key staff are unable to perform his or her duties due to illness, resignation, or other factors beyond the Contractor’s control, the Contractor shall make every effort to provide suitable replacement key staff with equivalent knowledge, skill set and experience.

4. Contractor shall remove any key staff or subcontractors who, in the opinion of the State, have engaged in improper conduct.

5. In the event either party identifies a performance issue with a Contractor key staff, the identifying party must contact the other party within two business days.

6. The identifying party must document the performance issues, discuss the issues with the other party, and together, they shall determine the best approach for resolving the issues.

7. Replacement or additional Contractor key staff must be the same classifications identified in this agreement.

8. Contractor Staff Additions and/or Replacements

a. SCO shall approve any changes to the Contractor's key staff before adding and/or replacing a key staff member. This includes any changes that occur between the submission of the Contractor's Proposal and the initiation of the Agreement. The Contractor shall not add or replace a key staff member without prior notification to the SCO Contacts listed in Section N. Contacts.

b. The Contractor shall notify SCO in writing within seven business days of the event and provide

SCO with the proposed key staff candidate that meets or exceeds the experience and skill level that was presented by the Contractor, and which was scored by SCO as part of the Proposal.

c. Within seven business days of the event, the Contractor shall submit the following items to the SCO

Contract Manager:

i. Exhibit A, Attachment 1, Key Staff Change Request Form

ii. Key Staff Minimum and Desirable Qualifications Workbook (refer to RFP Attachment 22),

iii. Exhibit A, Attachment 2, Key Staff Change Reference Form

iv. Resumes, licenses, certifications and/or degrees to validate staff qualifications

v. The proposed key staff’s work email and direct phone number. This information is needed for the State to schedule the Live Scan and SharePoint user access.

d. SCO will assess the proposed key staff candidates based on the criteria set forth in Request for

Proposal (RFP) EEOS90724. Replacement key staff shall meet or exceed the qualifications and

Exhibit A experience of the replaced key staff. Additional key staff shall meet the key staff minimum qualifications set forth in RFP EEOS90724.

e. Key staff shall be required to complete a Live Scan background check prior to starting work.

f. Key staff shall be required to read and/or complete standard SCO documents (e.g. Policy Acknowledgement, Technology Resources, Zero Tolerance for Discrimination, etc.) within five days of starting work.

g. The Contractor shall assign SCO-selected key staff to this agreement upon approval of an amendment to the Agreement which includes a five to 10 business day review period, interview of the proposed key staff, and reference validation. Under no circumstances shall the Contractor add or replace key staff unless SCO agrees in writing to such change.

h. SCO shall not compensate the Contractor for any time or effort required to prepare the new staff member for work on the Agreement.

i. If SCO rejects the proposed key staff, the Contractor shall provide another viable key staff within seven business days.

j. If a qualified key staff is not identified within seven business days of rejection, the Contractor shall be in material breach of the Agreement unless the Contractor submits a written request for an extension and SCO provides written approval before the deadline.

k. SCO reserves the right to require the Contractor to replace an assigned staff member at any time for cause. SCO will notify the Contractor in writing when exercising that right, providing the Contractor with the cause. Within seven business days of such notification, the Contractor shall provide a replacement candidate who meets or exceeds the requirements as defined in RFP EEOS90724. The submission of RFP Attachment 22, Key Staff Minimum and Desirable Qualifications, a resume, certifications, degrees, references and interview will be required. The Contractor shall assign the replacement to this agreement upon approval of SCO approval of the amendment to the Agreement.

l. The Contractor shall propose acceptable key staff at the same hourly rate as the original proposed key staff.

I. Subcontractors

1. The Contractor may, with prior written permission from SCO, enter into subcontracts with third parties for the performance of any part of Contractor’s duties and obligations.

2. The Contractor is responsible and liable for the proper performance of, and the quality of any work performed by any and all subcontractors.

3. The State reserves the right to reject or refuse admission to any contractor or subcontractor staff whose workmanship, in the reasonable judgment of SCO, is deemed substandard.

4. In no event shall the existence of a subcontract operate to release or reduce the liability of the

Contractor to SCO for any breach in the performance of the Contractor’s duties.

5. In connection with a request to SCO to approve a subcontractor, the Contractor shall provide a copy of the Subcontractor’s Certificate of Good Standing issued by the California Secretary of State and a Bidder Declaration (Written) GSPD-105-05.

Exhibit A

6. Due to privity of agreement between the State and the prime contractor, it is the complete responsibility of the prime contractor to hold their subcontractors (permitted by SCO) subject to the applicable requirements of this agreement.

7. The Contractor agrees that all subcontracts shall include a provision that the Subcontractor shall indemnify and hold harmless the State to the extent described the General Terms and Conditions (GTC 04/2017 , Section 5. Indemnification.

8. 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 including but not limited to clearing a Live Scan background check, as applicable to the Subcontractor’s service.

9. If the Contractor commits to subcontract with a Disabled Veteran Business Enterprise (DVBE), they are responsible to provide to SCO a Prime Contractor’s Certification – DVBE Subcontracting Report STD 817, within 60 days of agreement completion.

10. In accordance with California Government Code Section 14837(d) and California Military and Veterans Code Section 999, all Small Business (SB) and DVBE contractors, subcontractors, and suppliers that bid on or participate in a State agreement, regardless of being an oral or written solicitation, shall perform a Commercially Useful Function (CUF).

J. Subcontractor Changes

1. The Contractor shall provide SCO 14 business days’ advance notice of subcontractor termination. The notice shall document the change, the reason for the change and the effective date of the change.

2. The Contractor shall obtain SCO approval to any subcontractor changes prior to the termination of the existing subcontractor(s) and retention of the new subcontractor(s). This also includes any changes made between submittal of the Final Offer and actual start of the Agreement.

3. All replacement subcontractor(s) shall meet all requirements of this agreement.

4. For DVBE subcontractor changes, the Contractor shall use another California (CA) certified DVBE subcontractor that shall perform a CUF.

5. For SB subcontractor changes, the Contractor shall use another CA certified SB subcontractor and shall perform a CUF.

6. SCO shall not compensate the Contractor for any of the Contractor’s time or effort to educate or otherwise make the new subcontractor(s) ready to begin work on the Agreement.

K. Background Checks

1. The Contractor’s staff shall be required to complete and pass a Live Scan background check prior to starting work and receiving an SCO asset and permission to access the SCO network. This agreement requires that the key staff performing the services of this agreement pass a Live Scan background check. SCO provides all necessary background check forms and location information for each offered staff to complete the process.

a. If key staff are located in the Sacramento area, they must be fingerprinted at SCO.

b. If key staff are located outside the Sacramento area, but in California, they may go to a Live Scan location of their choosing.

c. If key staff are located outside of California, they must go to a local law enforcement agency or to

Exhibit A another entity licensed to roll fingerprints and request completion of a standard FBI applicant fingerprint card (FD-258), provided by SCO. Key staff shall mail the completed forms and FD-258 back to SCO via the United States Postal Service (USPS).

2. Background checks must be completed and passed prior to beginning work on the Agreement. If a contractor’s key staff does not pass the Live Scan background check process, the Contractor must replace the proposed individual with a new candidate within 7 business days that meets or exceeds all requirements stated in RFP EEOS90724. Contractors and the offered staff will be held to the same background check standards as SCO employees.

3. The Contractor shall ensure that each key staff under the Agreement is made aware of, understands, and complies with the provisions of SCO Live Scan background checks. Any additional or replacement individuals added to the Agreement will be subject to the same terms.

4. SCO shall not compensate the Contractor for any time or effort required to prepare the new staff member for work on the project. The Contractor shall recover and return any state-issued identification card or equipment provided to the Contractor’s employee(s) upon their departure or termination, if applicable.

L. SCO Responsibilities

SCO shall:

1. Coordinate with the Contractor to provide a schedule in meeting the objectives of this agreement.

2. Provide access to project documents as necessary for the Contractor to complete the activities identified in Exhibit A.

3. Provide an SCO Contract Manager who will regularly monitor the services provided to determine if the services meet the requirements of this agreement.

4. Coordinate tasks and activities in the completion of all identified tasks.

5. Provide Contractor staff with SCO laptop and software necessary to perform all tasks.

6. Provide staff knowledgeable in program areas.

7. Arrange access to state documents, teams, and subject matter experts.

8. Furnish office space when at SCO locations to include: desk, chair, telephone, personal computer, printer access, Internet connection, and a facility in which to conduct any necessary meetings.

9. Provide an SCO Contract Manager to whom all Contractor communications will be addressed and who has the authority to act on all aspects of the services—this person shall review RFP EEOS90724 and associated documents with the Contractor to ensure understanding of the responsibilities of both parties.

10. Provide an encrypted laptop to the Contractor’s key staff. SCO shall make arrangements to have the Contractor’s key staff pick up the laptops at 300 Capitol Mall, Sacramento, CA 95814.

11. Provide RSA hard tokens to the Contractor’s key staff.

12. Determine the return date of the laptop and communicate that with the Contractor’s Contract Manager listed in Section O. Contacts, Item 1.

Exhibit A

13. Log into the laptop and wipe it clean upon receiving the 24-hour notification from the Contractor that the laptop is ready to be returned to SCO.

M. Travel

Travel expenses, which include parking fees, associated vehicle costs, tolls, and airfare incurred are at the expense of the Contractor and shall not be reimbursed by SCO.

N. Contacts

1. Project contacts during the term of the Agreement:

State Controller's Office

Executive Office Contractor

Name: TBD Name: TBD

Address:

Phone: Phone:

Email: Email:

2. Direct all agreement inquiries to:

State Controller's Office

Contracts and Procurement Office Contractor

Name: TBD Name: TBD

Phone: Phone:

Email: Email:

3. Contacts may be changed upon written notice to either party without need of an agreement amendment.

Exhibit A, Attachment 1

KEY STAFF CHANGE REQUEST FORM

Contractor Name Agreement Number

Key Staff To Be Added Key Staff Replaced Role Hourly Rate Effective Date

Key Staff to be Deleted Effective Date Reason

Description of Change

Key Staff Qualifications Form, Licenses, Certifications, Degrees and Resumes Attached? (Yes or No):

Key Staff Change Reference Form Attached? (Yes or No):

Approval:

Changes identified above are in accordance with the terms and condition of the agreement. By signing below, the Contractor Official has confirmed that the offered staff meets any requirements listed in the Scope of Work (SOW). The SCO Contract Manager’s signature below indicates confirmation that the offered personnel staff meets the requirements listed in the SOW.

SCO Contract Manager Approval Contractor Approval

Print Name Print Name and Title

Signature Signature

Date Date

Exhibit A, Attachment 2

KEY STAFF CHANGE REFERENCE FORM

The Contractor shall submit three completed Personnel Change Key Staff Reference Forms, for the Proposed Replacement Key Staff. References must support the intent of the Agreement and be able to provide an objective assessment of the Proposed Replacement Key Staff’s performance. The references cannot be current employees of the Contractor’s company. No reference, project, or contact name may be used more than once per identified Key Staff.

Table 1 – Reference, Staff Name, and Staff Experience:

Proposed Key Staff Name:

Proposed Key Staff Classification:

Reference Client Name:

Reference Contact Name and Title:

Current Telephone: Current Email:

Current Address:

Project Description:

Key Staff Member’s Involvement on this project:

Approximate Value or Cost of Contract:

Services Provided Begin/End Dates:

(MM/DD/YYYY)

REFERENCE INSTRUCTIONS:

Step 1: Reference shall enter a numeric rating into Table 3 from the Rating Scale in Table 2.

Step 2: Reference shall sign and date the bottom of the form.

Step 3: Reference shall return the signed form to the Contractor.

Table 2 – Rating Scale:

Satisfaction Rating to be Provided by the Key Staff’s Reference:

Using the following scale: Rate satisfaction with the Key Staff Member for the services provided.

Rate the key staff member on a scale of 1 to 10 with 10 being completely satisfied.

Include only one number for each question below.

Exhibit A, Attachment 2

Table 3 – Performance Ratings:

# Performance Statements Rating

1 Based on the project dates, key staff name, title, and involvement on the project (see attached Key Staff Reference Form) how well does this align with staff role and work completed for your organization?

2 Based on your understanding, was the key staff knowledgeable in the specialty they were assigned?

3 How would you rate the key staff member's ability to communicate with key project team members?

4 How would you rate the key staff member’s overall performance and quality of their deliverables and services provided?

5 Your willingness to work with the key staff member again, based on your overall satisfaction.

By signing this Form, the Reference certifies all information provided is correct.

Signature of Reference Contact Date signed

RFP EEOS90724

Exhibit B

BUDGET DETAIL AND PAYMENT PROVISIONS

A. Invoicing and Payment

1. For services satisfactorily rendered, and upon receipt and approval of invoices, the State Controller’s

Office (SCO) agrees to compensate the Contractor for actual expenditures incurred in accordance with the rates specified in Exhibit B, Attachment 1, Cost Worksheet.

2. Itemized invoices shall be submitted on Contractor’s letterhead not more frequently than monthly, in arrears and must include:

• Agreement Number EEOS90724

• Contractor’s name, address, and telephone number

• Staff name

• Dates and Hours of Service

• Staff Hourly Rate

• Monthly Activity Report

• Total amount payable for each invoice

If submitting electronically, send one PDF copy to ADMAP@sco.ca.gov.

If invoices cannot be submitted electronically, please mail one copy to:

Departmental Accounting Office P.O. Box 942850

Sacramento, CA 94250-0001 Invoice inquiries: ADMAP@sco.ca.gov.

B. Budget Contingency Clause

1. It is mutually agreed that if the California State Budget Act for the current year and/or any subsequent fiscal years covered under this agreement does not appropriate sufficient funds for the Project, this agreement shall be of no further force and effect. In this event, SCO 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 the purposes of this Project is reduced or deleted for any fiscal year by the California State Budget Act, SCO shall have the option to either cancel this agreement with no liability occurring to SCO 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. Disabled Veteran Business Enterprise (DVBE) Subcontractor Authorization to Withhold $10,000

SCO is authorized to withhold $10,000, or full payment if less than $10,000, from a prime contractor’s final payment pending receipt of a complete and accurate Prime Contractor’s Certification – DVBE Subcontracting Report STD 817. The report must be received within 60 days of the Agreement expiration date.

mailto:DAOMain@sco.ca.gov mailto:DAOMain@sco.ca.gov

Exhibit B, Attachment 1

COST WORKSHEET

The Cost Worksheet shall be inserted here at award

Exhibit C

GENERAL TERMS AND CONDITIONS

(GTC 04/2017)

Exhibit C, General Terms and Conditions (GTC 04/2017) shall be incorporated by reference and made part of the Agreement as if attached hereto.

The General Terms and Conditions (GTC 04/2017) can be viewed at:

https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List- Folder/Standard-Contract-Language?search=general%20terms%20and%20conditions.

If you do not have internet access, a hard copy can be provided.

https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language?search=general%20terms%20and%20conditions https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language?search=general%20terms%20and%20conditions

Exhibit D

SPECIAL TERMS AND CONDITIONS

A. Insurance Requirements

The Contractor shall display evidence of the following coverage on an Acord certificate:

1. Commercial General Liability Insurance – The Contractor shall maintain general liability on an occurrence form with limits not less than $1 million per occurrence for bodily injury and property damage liability combined with a $2 million annual policy aggregate. The policy shall include coverage for liabilities arising out of premises, operations, independent contractors, products, completed operations, personal and advertising injury, and liability assumed under an insured agreement. 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 shall include the State of California, its officers, agents, employees, as additional insured’s. The additional insured endorsement must be provided.

2. Workers’ Compensation and Employer’s Liability – The Contractor shall maintain statutory workers’ compensation insurance issued and shall furnish to State Controller's Office (SCO) a certificate of insurance evidencing workers’ compensation insurance and employer’s liability for all its employees who will be engaged in the performance of the Agreement. In addition, employer’s liability limits of $1 million are required. By signing this agreement, the Contractor acknowledges compliance with these regulations. A Waiver of Subrogation or Right to Recover endorsement in favor of the State of California, State Controller’s Office must be attached to the certificate.

3. Cyber Liability Insurance – Contractor shall maintain Cyber Liability with limits of not less than $15 million covering claims involving notification costs, privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information, and alteration of electronic information, extortion, and network security.

4. Automobile Liability - Contractor shall maintain motor vehicle liability with limits not less than $1 million combined single limit per accident. Such insurance shall cover liability arising out of a motor vehicle including owned, hired, and non-owned motor vehicles. Should the scope of the Agreement involve transportation of hazardous materials, evidence of an MCS-90 endorsement or its equivalent is required. The policy must name The State of California, its officers, agents, and employees as additional insured, but only with respect to work performed under the Agreement. This may be satisfied by a blanket endorsement. If contractor will not have any commercially owned vehicles used during the life of this agreement, by signing this agreement, the Contractor certifies that the Contractor and any employees, subcontractors or servants possess valid automobile coverage in accordance with California Vehicle Code Sections 16450 to 16457, inclusive. The State reserves the right to request proof at any time.

The certificate of insurance must include the following general provisions stating:

1. The Contractor shall comply with all requirements outlined in Insurance Requirements and General

Provisions. No payments will be made under this agreement until contractor fully complies with all requirements.

2. Coverage Term – Coverage needs to be in force for the complete term of the Agreement. If insurance expires during the term of the Agreement, a new certificate must be received by the State within 10 days of renewal of this insurance. Any new insurance must comply with the original agreement terms of the Agreement.

3. Policy Cancellation or Termination & Notice of Non-Renewal – The Contractor is responsible to notify the State within five business days of any cancellation, non-renewal, or material change that affects required insurance coverage. Certificates of insurance are subject to the approval of the Department of

General Services (DGS) and the Contractor agrees no work or services will be performed prior to obtaining such approval. In the event the 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 agreement upon the occurrence of such event, subject to the provisions of this agreement.

4. Premiums, Assessments and Deductible – The Contractor is responsible for any premiums, policy assessments, deductibles or self-insured retentions contained within their insurance program. SCO will not be responsible for any premiums or assessment on the policy.

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

6. Insurance Carrier Required Rating – All insurance companies must carry an AM Best rating of at least “A-“ with a financial category rating of no lower than VII. 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.

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

8. Inadequate Insurance – Inadequate or lack of insurance does not negate the Contractor’s obligations under the Agreement.

9. Subcontractors – In the case of the Contractor’s utilization of subcontractors to complete the contracted scope of work, the Contractor shall include all subcontractors as insureds under the Contractor’s insurance or supply evidence of subcontractor’s insurance to the State equal to policies, coverages and limits required of the Contractor.

10. Available Coverage/Limits – All coverage and limits available to the Contractor shall also be available and applicable to the State.

11. Satisfying an SIR – All insurance required by this agreement must allow the State to pay and/or act as the Contractor’s agent in satisfying any self-insured retention (SIR). The choice to pay and/or act as the Contractor’s agent in satisfying any SIR is at the State’s discretion.

B. Licenses and Permits

1. The Contractor shall be an individual or firm licensed to do business in California and shall obtain at his/her expense all license(s) and permit(s) required by law for accomplishing any work required in connection with this agreement.

2. If you are a contractor located within the State of California, a business license from the city/county in which you are headquartered is necessary; however, if you are a corporation, a copy of your incorporation documents/letter from the Secretary of State’s Office can be submitted. If you are a contractor outside the State of California, you will need to submit to SCO a copy of your business license or incorporation papers for your respective state showing that your company is in good standing in that state.

3. In the event, any license(s) and/or permit(s) expire at any time during the term of this agreement; the

Contractor agrees to provide SCO a copy of the renewed license(s) and/or permit(s) within 30 days following the expiration date. In the event the Contractor fails to keep in effect at all times all required license(s) and permit(s), SCO may, in addition to any other remedies it may have, terminate this agreement upon occurrence of such event.

C. 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.

D. Settlement of Disputes

In the event of a dispute, the Contractor shall file a "Notice of Dispute" with the State Controller's Office, Chief Legal Counsel, within 10 days of discovery of the problem. Within 10 days, the State Controller's Office, Chief Legal Counsel shall meet with the Contractor and Project Manager for purposes of resolving the dispute. The decision of the Chief Legal Counsel shall be final.

In the event of a dispute, the language contained within this agreement shall prevail over any other language including that of the solicitation.

E. Notification of Personnel Changes

SCO Project Representatives shall approve any changes to the Contractor’s key personnel before replacement. The Contractor shall notify in writing within 14 calendar days of the event and shall provide a reason for replacement. SCO reserves the right to request a statement from the staff who is being replaced to confirm the reason for replacement. All replacement key personnel must meet the minimum requirements as stated in this agreement. SCO shall not compensate the Contractor for any time or effort required to prepare the new staff member for work on the project. In addition, contractor must recover and return any State-issued identification card provided to the Contractor’s employee(s) upon their departure or termination.

F. Potential Subcontractors

Nothing contained in this agreement or otherwise, shall create any contractual relationship between the State and any subcontractors, and no subcontract shall relieve the Contractor of his 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 moneys to any subcontractor.

G. Prohibition of Tax Delinquents from Contracting

1. The State of California is prohibited from entering into any agreements for services with persons whose name appears on either list of the 500 largest tax delinquencies pursuant to Sections 7063 and 19195 of the Revenue and Taxation Code (RTC) and Public Contract Code (PCC) Section 10295.4.

2. The Contractor certifies that it is not included on either the California Franchise Tax Board’s (FTB) or on the California Department of Tax and Fee Administration’s (CDTFA) lists, that can be found at:

FTB: https://www.ftb.ca.gov/about-ftb/newsroom/tax-news/may-2018/top-500-delinquents-taxpayers-list.html

CDTFA: https://www.cdtfa.ca.gov/taxes-and-fees/top500.htm

H. Civil Rights Certifications

PCC section 2010 requires contractors on agreements of $100,000 or more to certify that they are in compliance with various civil rights laws.

I. Darfur Contracting Act

PCC sections 10475 et seq., the Darfur Contracting Act of 2008, establish restrictions against contracting with contractors doing certain types of business in Sudan. The Act sets forth criteria to determine if a vendor is a “scrutinized company” and therefore ineligible to bid on or submit a bid, proposal, or offer for State agreements. When a company submitting a bid, proposal, or offer has or within the previous three years has had business activities or other operations outside the United States, they must execute a certification stating they are not a scrutinized company as defined, or demonstrate they obtained permission under the statute. [PCC §§ 10478, 10477(b)]. The Act includes penalties for false certifications.

(PCC § 10479.)

J. Economic Sanctions on Russia

1. Ensure compliance with economic sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law (collectively, economic sanctions) including by refraining from new investments in, and financial transactions with, Russian institutions or companies that are headquartered or have their principal place of business in Russia (Russian entities), and not transferring technology to Russia or Russian entities. The Contractor is further notified that they will be subject to additional reporting requirements pursuant to Executive Order (N-6-22) issued by Governor Gavin Newsom on March 4, 2022.

2. The Contractor certifies that it is not on the U.S. Department of Treasury, Office of Foreign Assets

Control (OFAC) Sanctions List found at: https://sanctionssearch.ofac.treas.gov/

K. Generative Artificial Intelligence Technology Use & Reporting

1. During the term of the contract, Contractor must notify the State in writing if their services or any work under this contract includes, or makes available, any previously unreported Generative Artificial Intelligence (GenAI) technology, including…